0000019745falseMay 8, 2024falseNYSE00000197452024-05-082024-05-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2024
  
CHESAPEAKE UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-11590 51-0064146
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Energy Lane, Dover, DE 19901
(Address of principal executive offices, including Zip Code)
(302) 734-6799
(Registrant's Telephone Number, including Area Code)
 
(Former name, former address and former fiscal year, if changed since last report.)
 
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - par value per share $0.4867CPKNew York Stock Exchange, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 2.02. Results of Operations and Financial Condition.
On May 8, 2024, Chesapeake Utilities Corporation issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibit 99.1 - Press Release of Chesapeake Utilities Corporation, dated May 8, 2024.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CHESAPEAKE UTILITIES CORPORATION
/s/ Beth W. Cooper
Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Corporate Secretary
Date: May 8, 2024




        chesapeakelogova18a.jpg                

FOR IMMEDIATE RELEASE
May 8, 2024
NYSE Symbol: CPK

CHESAPEAKE UTILITIES CORPORATION REPORTS FIRST QUARTER
2024 RESULTS

Earnings per share ("EPS")* for the first quarter of 2024 was $2.07 compared to $2.04 per share for the first quarter of 2023
Adjusted EPS** for the first quarter of 2024, which excludes transaction and transition-related expenses attributable to the acquisition and integration of Florida City Gas ("FCG"), increased by three percent to $2.10 compared to $2.04 per share for the first quarter of 2023
Adjusted gross margin** growth of $35.0 million during the first quarter driven by contributions from FCG, natural gas organic growth and continued pipeline expansion projects, additional customer consumption, and regulatory initiatives
Completed filings for seven projects representing more than $85 million of capital investment to support growth initiatives in Florida, including for FCG
Warmer than normal temperatures in our Delmarva and Ohio service territories reduced operating income by approximately $1.5 million, or $0.05 per share

Dover, Delaware — Chesapeake Utilities Corporation (NYSE: CPK) (“Chesapeake Utilities” or the “Company”) today announced financial results for the three months ended March 31, 2024.

Net income for the first quarter of 2024 was $46.2 million compared to $36.3 million in the first quarter of 2023. Excluding transaction and transition related expenses associated with the fourth quarter 2023 acquisition of FCG, adjusted net income was $46.8 million, or $2.10 per share compared to $2.04 per share reported in the same prior year period.

Adjusted earnings for the first quarter of 2024 were driven by incremental margin contributions from FCG; growth in the Company's natural gas distribution businesses and continued pipeline expansion projects to support distribution growth; higher customer consumption; incremental contributions associated with regulated infrastructure programs; and contributions from the Company's Florida natural gas base rate proceeding. These improvements were partially offset by higher operating expenses primarily attributed to the addition of FCG and increased interest expense related to debt issued in connection with financing the acquisition.

“During the first quarter, we continued to build on the momentum from our strong finish to 2023. While the weather in our service areas was colder than it was last year, temperatures were warmer than normal for our respective territories. Nonetheless, our team once again executed on all fronts, and we remain on track to achieve our 2024 earnings guidance of $5.33-$5.45 on an adjusted EPS basis and our longer-term outlook," commented Jeff Householder, chair, president and CEO.

“Our success is driven by our progress integrating our FCG and Chesapeake families, pursuing growth investments across all of our businesses, advancing regulatory initiatives and prudently managing expenses. Specifically, the team advanced the FCG integration, delivering efficiencies from consolidating the SAFE and GUARD programs, and filed for three new pipeline projects with the Florida Public Service Commission which will serve RNG projects developed by third parties in proximity to our distribution
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system and serve to improve resilience and increase capacity to serve our customers. Our regulated natural gas distribution businesses continued to gain customers at more than twice the national average, we executed on numerous opportunities to expand our natural gas transmission systems, and we realized meaningful contributions from our non-regulated businesses.

“We are undertaking numerous initiatives in our march to our 2025 guidance of $6.15-$6.35 per share. We have immediately recognized positive impacts from our FCG integration efforts, continued our business transformation to support our larger footprint and accelerated the capital investment opportunities we identified to propel earnings growth. Filing for seven new capital investment projects with the Florida Public Service Commission during the quarter is a record for our Company. Across the enterprise, our team remains committed to delivering on the attractive opportunities across our businesses, positioning our company for future growth and contributing to another record year of performance that will drive increased shareholder value,” concluded Householder.

Earnings and Capital Investment Guidance

The Company continues to support its 2024 EPS guidance of $5.33 to $5.45 in adjusted earnings per share given the incremental margin opportunities present across the Company’s businesses, investment opportunities within and surrounding FCG, regulatory initiatives and operating synergies. The Company also supports its previously announced 2024 capital expenditure guidance of $300 million to $360 million.

From a longer-term perspective, the Company is also reaffirming its previously announced capital expenditure guidance for the five-year period ended 2028 that will range from $1.5 billion to $1.8 billion. This investment profile is projected to result in a 2025 EPS guidance range of $6.15 to $6.35, as well as a 2028 EPS guidance range of $7.75 to $8.00 per share. This implies an EPS growth rate of approximately 8 percent from the previous 2025 EPS guidance range, or since 2018, an 8.5 percent growth rate.

*Unless otherwise noted, EPS and Adjusted EPS information are presented on a diluted basis.

Non-GAAP Financial Measures

**This press release including the tables herein, include references to both Generally Accepted Accounting Principles ("GAAP") and non-GAAP financial measures, including Adjusted Gross Margin, Adjusted Net Income and Adjusted EPS. A "non-GAAP financial measure" is generally defined as a numerical measure of a company's historical or future performance that includes or excludes amounts, or that is subject to adjustments, so as to be different from the most directly comparable measure calculated or presented in accordance with GAAP. Our management believes certain non-GAAP financial measures, when considered together with GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period.

The Company calculates Adjusted Gross Margin by deducting the purchased cost of natural gas, propane and electricity and the cost of labor spent on direct revenue-producing activities from operating revenues. The costs included in Adjusted Gross Margin exclude depreciation and amortization and certain costs presented in operations and maintenance expenses in accordance with regulatory requirements. The Company calculates Adjusted Net Income and Adjusted EPS by deducting costs and expenses associated with significant acquisitions that may affect the comparison of period-over-period results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. The Company believes that these non-GAAP measures are useful and meaningful to investors as a basis for making investment decisions, and provide investors with information that demonstrates the profitability achieved by the Company under allowed rates for regulated energy operations and under the Company's competitive pricing structures for unregulated energy operations. The Company's management uses these non-GAAP financial measures in assessing a business unit and Company performance. Other companies may calculate these non-GAAP financial measures in a different manner.

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The following tables reconcile Gross Margin, Net Income, and EPS, all as defined under GAAP, to our non-GAAP measures of Adjusted Gross Margin, Adjusted Net Income and Adjusted EPS for each of the periods presented.


Adjusted Gross Margin

For the Three Months Ended March 31, 2024
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$168,426 $83,103 $(5,785)$245,744 
Cost of Sales:
Natural gas, propane and electric costs(49,918)(37,054)5,755 (81,217)
Depreciation & amortization(12,537)(4,481)(17,016)
Operations & maintenance expenses (1)
(12,736)(8,422)(2)(21,160)
Gross Margin (GAAP)93,235 33,146 (30)126,351 
Operations & maintenance expenses (1)
12,736 8,422 21,160 
Depreciation & amortization12,537 4,481 (2)17,016 
Adjusted Gross Margin (Non-GAAP)$118,508 $46,049 $(30)$164,527 

For the Three Months Ended March 31, 2023
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$142,270 $83,165 $(7,306)$218,129 
Cost of Sales:
Natural gas, propane and electric costs(55,288)(40,571)7,270 (88,589)
Depreciation & amortization(12,952)(4,234)(17,183)
Operations & maintenance expenses (1)
(9,287)(8,476)(17,758)
Gross Margin (GAAP)64,743 29,884 (28)94,599 
Operations & maintenance expenses (1)
9,287 8,476 (5)17,758 
Depreciation & amortization12,952 4,234 (3)17,183 
Adjusted Gross Margin (Non-GAAP)$86,982 $42,594 $(36)$129,540 
(1) Operations & maintenance expenses within the condensed consolidated statements of income are presented in accordance with regulatory requirements and to provide comparability within the industry. Operations & maintenance expenses which are deemed to be directly attributable to revenue producing activities have been separately presented above in order to calculate Gross Margin as defined under US GAAP.
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Adjusted Net Income and Adjusted EPS
Three Months Ended
March 31,
(in thousands, except per share data)20242023
Net Income (GAAP)$46,168 $36,344 
FCG transaction and transition-related expenses, net (1)
677 — 
Adjusted Net Income (Non-GAAP)$46,845 $36,344 
Weighted average common shares outstanding - diluted (2)
22,306 17,832 
Earnings Per Share - Diluted (GAAP)$2.07 $2.04 
FCG transaction and transition-related expenses, net (1)
0.03 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)$2.10 $2.04 
(1) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding and legal fees.
(2) Weighted average shares for the quarter ended March 31, 2024 reflect the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG.

Operating Results for the Quarters Ended March 31, 2024 and 2023

Consolidated Results
Three Months Ended
March 31,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$164,527 $129,540 $34,987 27.0 %
Depreciation, amortization and property taxes26,110 23,490 2,620 11.2 %
FCG transaction and transition-related expenses921 — 921 NMF
Other operating expenses57,911 51,135 6,776 13.3 %
Operating income $79,585 $54,915 $24,670 44.9 %

Operating income for the first quarter of 2024 was $79.6 million, an increase of $24.7 million compared to the same period in 2023. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $25.6 million or 46.6 percent compared to the prior-year period. Adjusted gross margin in the first quarter of 2024 was positively impacted by FCG, natural gas organic growth and continued pipeline expansion projects, higher customer consumption, incremental contributions associated with regulatory initiatives, and contributions from the Company's unregulated businesses. Higher operating expenses largely associated with FCG were partially offset by lower employee benefits and incentive compensation costs compared to the prior-year period. Increases in depreciation, amortization and property taxes attributable to growth projects and FCG were partially offset by lower depreciation in our electric operations due to revised rates in the electric depreciation study filing approved in December 2023 and a $3.4 million reserve surplus amortization mechanism ("RSAM") adjustment from FCG.
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Regulated Energy Segment
Three Months Ended
March 31,
(in thousands)20242023ChangePercent Change
Adjusted gross margin** $118,508 $86,982 $31,526 36.2 %
Depreciation, amortization and property taxes20,955 18,670 2,285 12.2 %
FCG transaction and transition-related expenses921 — 921 NMF
Other operating expenses38,523 30,687 7,836 25.5 %
Operating income$58,109 $37,625 $20,484 54.4 %


The key components of the increase in adjusted gross margin** are shown below:
(in thousands) 
Contribution from FCG$24,959 
Natural gas growth including conversions (excluding service expansions)1,916 
Natural gas transmission service expansions1,622 
Rate changes associated with the Florida natural gas base rate proceeding (1)
1,498 
Contributions from regulated infrastructure programs1,278 
Other variances253 
Quarter-over-quarter increase in adjusted gross margin**$31,526 
(1) Includes adjusted gross margin contributions from permanent base rates that became effective in March 2023.

The major components of the increase in other operating expenses are as follows:
(in thousands)
FCG operating expenses$10,413 
Payroll, benefits and other employee-related expenses(1,787)
Other variances(790)
Quarter-over-quarter increase in other operating expenses$7,836 


Unregulated Energy Segment
Three Months Ended March 31,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$46,049 $42,594 $3,455 8.1 %
Depreciation, amortization and property taxes5,155 4,822 333 6.9 %
Other operating expenses19,465 20,527 (1,062)(5.2)%
Operating income$21,429 $17,245 $4,184 24.3 %

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The major components of the change in adjusted gross margin** are shown below:
(in thousands)
Propane Operations
Increased propane customer consumption $1,388 
Increased propane margins and service fees559 
Contributions from acquisition438 
Aspire Energy
Increased margins - rate changes and gathering fees938 
Increased customer consumption 309 
Other variances(177)
Quarter-over-quarter increase in adjusted gross margin**$3,455 
The major components of the decrease in other operating expenses are as follows:
(in thousands)
Decreased payroll, benefits and other employee-related expenses$(1,177)
Other variances115 
Quarter-over-quarter decrease in other operating expenses$(1,062)

Forward-Looking Statements

Matters included in this release may include forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements. Please refer to the Safe Harbor for Forward-Looking Statements in the Company’s 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2024 for further information on the risks and uncertainties related to the Company’s forward-looking statements.
Conference Call
Chesapeake Utilities (NYSE: CPK) will host a conference call on Thursday, May 9, 2024 at 8:30 a.m. Eastern Time to discuss the Company’s financial results for the three months ended March 31, 2024. To listen to the Company’s conference call via live webcast, please visit the Events & Presentations section of the Investors page on www.chpk.com. For investors and analysts that wish to participate by phone for the question and answer portion of the call, please use the following dial-in information:

Toll-free: 800.343.5419
International: 203.518.9731
Conference ID: CPKQ124

A replay of the presentation will be made available on the previously noted website following the conclusion of the call.

About Chesapeake Utilities Corporation
Chesapeake Utilities Corporation is a diversified energy delivery company, listed on the New York Stock Exchange. Chesapeake Utilities Corporation offers sustainable energy solutions through its natural gas
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transmission and distribution, electricity generation and distribution, propane gas distribution, mobile compressed natural gas utility services and solutions, and other businesses.

Please note that Chesapeake Utilities Corporation is not affiliated with Chesapeake Energy, an oil and natural gas exploration company headquartered in Oklahoma City, Oklahoma.

For more information, contact:

Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary
302.734.6022

Michael D. Galtman
Senior Vice President and Chief Accounting Officer
302.217.7036

Lucia M. Dempsey
Head of Investor Relations
347.804.9067


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Financial Summary
(in thousands, except per-share data)
Three Months Ended
March 31,
20242023
Adjusted Gross Margin
  Regulated Energy segment$118,508 $86,982 
  Unregulated Energy segment46,049 42,594 
  Other businesses and eliminations(30)(36)
Total Adjusted Gross Margin**$164,527 $129,540 
Operating Income
   Regulated Energy segment$58,109 $37,625 
   Unregulated Energy segment21,429 17,245 
   Other businesses and eliminations47 45 
Total Operating Income 79,585 54,915 
Other income, net195 276 
Interest charges17,026 7,232 
Income Before Income Taxes62,754 47,959 
Income taxes16,586 11,615 
Net Income$46,168 $36,344 
Weighted Average Common Shares Outstanding: (1)
Basic22,250 17,760 
Diluted22,306 17,832 
Earnings Per Share of Common Stock
Basic$2.07$2.05
Diluted$2.07$2.04
Adjusted Net Income and Adjusted Earnings Per Share
Net Income (GAAP)$46,168 $36,344 
FCG transaction and transition-related-expenses, net (2)
677 — 
Adjusted Net Income (Non-GAAP)**$46,845 $36,344 
Earnings Per Share - Diluted (GAAP)$2.07 $2.04 
FCG transaction and transition-related-expenses, net (2)
0.03 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)**$2.10 $2.04 
(1) Weighted average shares for the quarter ended March 31, 2024 reflect the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG.
(2) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding and legal fees.

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Financial Summary Highlights

Key variances between the first quarter of 2023 and the first quarter of 2024 included:
(in thousands, except per share data)Pre-tax
Income
Net
Income
Earnings
Per Share
First Quarter of 2023 Adjusted Results$47,959 $36,344 $2.04 
Non-recurring Items:
Absence of the one-time benefit associated with a reduction in the PA state tax rate— (1,284)(0.06)
— (1,284)(0.06)
Increased Adjusted Gross Margins:
Contribution from recent acquisitions25,397 18,685 0.84 
Natural gas growth including conversions (excluding service expansions)1,916 1,409 0.07 
Changes in customer consumption1,906 1,402 0.06 
Natural gas transmission service expansions*1,622 1,193 0.05 
Contribution from rates associated with the Florida natural gas base rate proceeding*1,498 1,102 0.05 
Contributions from regulated infrastructure programs*1,278 941 0.04 
Higher performance from Aspire Energy938 690 0.03 
Increased propane margins and service fees559 411 0.02 
35,114 25,833 1.16 
(Increased) Decreased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs):
FCG operating expenses(10,413)(7,661)(0.34)
Depreciation, amortization and property tax costs(1,498)(1,102)(0.05)
Insurance related costs (525)(386)(0.02)
Payroll, benefits and other employee-related expenses2,964 2,181 0.10 
(9,472)(6,968)(0.31)
Interest charges(9,794)(7,206)(0.32)
Increase in shares outstanding due to 2023 and 2024 equity offerings— — (0.41)
Net other changes(132)126 — 
(9,926)(7,080)(0.73)
First Quarter of 2024 Adjusted Results**$63,675 $46,845 $2.10 
* Refer to Major Projects and Initiatives Table for additional information.
** Transaction and transition-related expenses attributable to the acquisition and integration of FCG have been excluded from the Company’s non-GAAP measures of adjusted net income and adjusted EPS. See reconciliations above for a detailed comparison to the related GAAP measures.





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Recently Completed and Ongoing Major Projects and Initiatives

The Company continuously pursues and develops additional projects and initiatives to serve existing and new customers, further grow its businesses and earnings, and increase shareholder value. The following table includes all major projects and initiatives that are currently underway or recently completed. The Company's practice is to add new projects and initiatives to this table once negotiations or details are substantially final and/or the associated earnings can be estimated. Major projects and initiatives that have generated consistent year-over-year adjusted gross margin contributions are removed from the table at the beginning of the next calendar year.

The related descriptions of projects and initiatives that accompany the table include only new items and/or items where there have been significant developments, all compared to the Company's prior quarter filings. A comprehensive discussion of all projects and initiatives reflected in the table below can be found in the Company's first quarter 2024 Quarterly Report on Form 10-Q.

Adjusted Gross Margin
Three Months EndedYear EndedEstimate for
March 31,December 31,Fiscal
(in thousands)20242023202320242025
Pipeline Expansions:
Southern Expansion$586 $— $586 $2,344 $2,344 
Beachside Pipeline Expansion603 — 1,810 2,451 2,414 
North Ocean City Connector — — — 494 
St. Cloud / Twin Lakes Expansion146 — 264 584 584 
Wildlight199 26 471 2,000 2,038 
Lake Wales114 — 265 454 454 
Newberry — — 862 2,585 
Boynton Beach  — — — 3,342 
New Smyrna Beach  — — — 1,710 
Total Pipeline Expansions1,648 26 3,396 8,695 15,965 
CNG/RNG/LNG Transportation and Infrastructure3,435 3,521 11,181 12,500 13,969 
Regulatory Initiatives:
Florida GUARD program589 — 353 3,231 5,602 
FCG SAFE Program412 — — 2,683 5,293 
Capital Cost Surcharge Programs831 720 2,829 3,979 4,374 
Florida Rate Case Proceeding (1)
5,595 4,097 15,835 17,153 17,153 
Maryland Rate Case (2)
 — — TBDTBD
Electric Storm Protection Plan630 206 1,326 2,433 3,951 
Total Regulatory Initiatives8,057 5,023 20,343 29,479 36,373 
Total$13,140 $8,570 $34,920 $50,674 $66,307 

(1) Includes adjusted gross margin during 2023 comprised of both interim rates and permanent base rates which became effective in March 2023.
(2) Rate case application and depreciation study filed with the Maryland PSC in January 2024. See additional information provided below.

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Detailed Discussion of Major Projects and Initiatives

Pipeline Expansions

St. Cloud / Twin Lakes Expansion
In July 2022, Peninsula Pipeline filed a petition with the Public Service Commission ("PSC") for the State of Florida for approval of its Transportation Service Agreement with the Company's Florida subsidiary, Florida Public Utilities ("FPU"), for an additional 2,400 Dts/day of firm service in the St. Cloud, Florida area. As part of this agreement, Peninsula Pipeline constructed a pipeline extension and regulator station for FPU. The extension supports new incremental load due to growth in the area, including providing service, most immediately, to the residential development Twin Lakes. The expansion also improves reliability and provides operational benefits to FPU’s existing distribution system in the area, supporting future growth. The project went into service in July 2023.

In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of an amendment to its Transportation Service Agreement with FPU for an additional 10,000 Dts/day of firm service in the St. Cloud, Florida area. Peninsula Pipeline will construct pipeline expansions that will allow FPU to serve the future communities that are expected in that area. The Florida PSC approved the projects in May 2024.

Newberry Expansion
In April 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreement with FPU for an additional 8,000 Dts/day of firm service in the Newberry, Florida area. The petition was approved by the Florida PSC in the third quarter of 2023. Peninsula Pipeline will construct a pipeline extension, which will be used by FPU to support the development of a natural gas distribution system to provide gas service to the City of Newberry. A filing to address the acquisition and conversion of existing Company owned propane community gas systems in Newberry was made in November 2023. The Florida PSC approved it in April 2024. Conversions are anticipated to begin during the second quarter of 2024.

East Coast Reinforcement Projects
In December 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreements with FPU for projects that will support additional supply to communities on the East Coast of Florida. The projects are driven by the need for increased supply to coastal portions of the state that are experiencing significant population growth. Peninsula Pipeline will construct several pipeline extensions which will support FPU’s distribution system in the areas of Boynton Beach and New Smyrna Beach with an additional 15,000 Dts/day and 3,400 Dts/day, respectively. The Florida PSC approved the projects in March 2024.

Central Florida Reinforcement Projects
In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreements with FPU for projects that will support additional supply to communities located in Central Florida. The projects are driven by the need for increased supply to communities in central Florida that are experiencing significant population growth. Peninsula Pipeline will construct several pipeline extensions which will support FPU’s distribution system in the areas of Plant City and Lake Mattie with an additional 5,000 Dts/day and 8,700 Dts/day, respectively. The Florida PSC approved the projects in May 2024.

Pioneer Supply Header Pipeline Project
In March 2024, Peninsula Pipeline filed a petition with the Florida PSC for its approval of Firm Transportation Service Agreements with both FCG and FPU for a project that will support greater supply growth of natural gas service in southeast Florida. The project consists of the transfer of a pipeline asset from FCG to Peninsula Pipeline. Peninsula Pipeline will proceed to provide transportation service to both FCG and FPU using the pipeline asset, which provides opportunities for additional project development.
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Alternative Natural Gas Projects
In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for its approval of its Transportation Service Agreements with FCG for projects that will support the transportation of additional supply into FCG’s distribution system. The projects are driven by continued growth in the regions and will facilitate additional transportation capacity, including the transportation of pipeline quality gas produced from landfills through FCG's system. Peninsula Pipeline will construct several pipeline extensions which will support FCG's distribution system in Brevard County, Indian-River County, and Miami-Dade County.

Regulatory Initiatives

Maryland Natural Gas Rate Case
In January 2024, the Company's natural gas distribution businesses in Maryland, CUC-Maryland Division, Sandpiper Energy, Inc., and Elkton Gas Company (collectively, “Maryland natural gas distribution businesses”) filed a joint application for a natural gas rate case with the Maryland PSC. In connection with the application, we are seeking approval of the following: (i) permanent rate relief of approximately $6.9 million; (ii) authorization to make certain changes to tariffs to include a unified rate structure and to consolidate the Maryland natural gas distribution businesses which we anticipate will be called Chesapeake Utilities of Maryland, Inc.; and (iii) authorization to establish a rider for recovery of the costs associated with our new technology systems. The outcome of the application is subject to review and approval by the Maryland PSC. Rate changes are suspended until December 2024.

Maryland Natural Gas Depreciation Study
In January 2024, our Maryland natural gas distribution businesses filed a joint petition for approval of their proposed unified depreciation rates with the Maryland PSC. The outcome of the filing is subject to review by the Maryland PSC which is expected to be completed in the third quarter of 2024.

FCG SAFE Program
In April 2024, FCG filed a petition with the Florida PSC to more closely align the SAFE Program with FPU's GUARD program. Specifically, the requested modifications will enable FCG to accelerate remediation related to problematic pipe and facilities consisting of obsolete and exposed pipe. If approved, these efforts will serve to improve the safety and reliability of service to FCG's customers. These modifications, if approved, result in an estimated additional $50 million in capital expenditures associated with the SAFE Program which would increase the total projected capital expenditures to $255 million over a 10-year period.

Other Major Factors Influencing Adjusted Gross Margin
Weather and Consumption
For the first quarter of 2024, higher consumption driven primarily by colder weather compared to the first quarter of 2023 resulted in a $1.9 million increase in adjusted gross margin. While temperatures were colder than the prior-year period, they were approximately 11.7 percent and 10.3 percent warmer, respectively, compared to normal temperatures in our Delmarva and Ohio service territories. Assuming normal temperatures, as detailed below, we estimate that operating income would have been higher by
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approximately $1.5 million, or $0.05 per share. The following table summarizes HDD and CDD variances from the 10-year average HDD/CDD ("Normal") for the three months ended March 31, 2024 and 2023.

HDD and CDD Information
Three Months Ended
March 31,
20242023Variance
Delmarva
Actual HDD1,962 1,774 188 
10-Year Average HDD ("Normal")2,221 2,285 (64)
Variance from Normal(259)(511)
Florida
Actual HDD470 344 126 
10-Year Average HDD ("Normal")470 505 (35)
Variance from Normal (161)
Ohio
Actual HDD2,659 2,384 275 
10-Year Average HDD ("Normal")2,965 2,965 — 
Variance from Normal(306)(581)
Florida
Actual CDD181 323 (142)
10-Year Average CDD ("Normal")217 192 25 
Variance from Normal(36)131 
Natural Gas Distribution Growth
The average number of residential customers served on the Delmarva Peninsula and in the legacy Florida Natural Gas distribution business increased by approximately 4.2 percent and 3.6 percent, respectively, for the three months ended March 31, 2024.

The details of the adjusted gross margin increase are provided in the following table:
Adjusted Gross Margin**
For the Three Months Ended March 31, 2024
(in thousands)Delmarva PeninsulaFlorida
Customer growth:
Residential$490 $880 
Commercial and industrial156 390 
Total customer growth (1)
$646 $1,270 
(1) Customer growth amounts for the legacy Florida operations include the effects of revised rates associated with the Company's natural gas base rate proceeding, but exclude the effects of FCG.

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Capital Investment Growth and Capital Structure Updates

The Company's capital expenditures were $70.6 million for the three months ended March 31, 2024. The following table shows a range of the forecasted 2024 capital expenditures by segment and by business line:

2024
(in thousands)LowHigh
Regulated Energy:
Natural gas distribution$150,000 $170,000 
Natural gas transmission90,000 120,000 
Electric distribution25,000 28,000 
Total Regulated Energy265,000 318,000 
Unregulated Energy:
Propane distribution13,000 15,000 
Energy transmission5,000 6,000 
Other unregulated energy13,000 15,000 
Total Unregulated Energy31,000 36,000 
Other:
Corporate and other businesses4,000 6,000 
Total 2024 Forecasted Capital Expenditures$300,000 $360,000 

The capital expenditure projection is subject to continuous review and modification. Actual capital requirements may vary from the above estimates due to a number of factors, including changing economic conditions, supply chain disruptions, capital delays that are greater than currently anticipated, customer growth in existing areas, regulation, new growth or acquisition opportunities and availability of capital. Historically, actual capital expenditures have typically lagged behind the forecasted amounts.

The Company's target ratio of equity to total capitalization, including short-term borrowings, is between 50 and 60 percent. The Company's equity to total capitalization ratio, including short-term borrowings, was approximately 48 percent as of March 31, 2024.

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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31,
20242023
(in thousands, except per share data)
Operating Revenues
   Regulated Energy$168,426 $142,270 
Unregulated Energy83,103 83,166 
Other businesses and eliminations (5,785)(7,307)
Total Operating Revenues245,744 218,129 
Operating Expenses
Natural gas and electricity costs49,918 55,288 
Propane and natural gas costs31,299 33,301 
  Operations51,560 44,767 
  FCG transaction and transition-related expenses921 — 
  Maintenance5,903 5,104 
  Depreciation and amortization17,016 17,183 
  Other taxes9,542 7,571 
Total operating expenses166,159 163,214 
Operating Income79,585 54,915 
Other income, net195 276 
Interest charges17,026 7,232 
Income Before Income Taxes62,754 47,959 
Income taxes16,586 11,615 
Net Income$46,168 $36,344 
Weighted Average Common Shares Outstanding:
Basic22,250 17,760 
Diluted22,306 17,832 
Earnings Per Share of Common Stock:
Basic$2.07 $2.05 
Diluted$2.07 $2.04 
Adjusted Net Income and Adjusted Earnings Per Share
Net Income (GAAP)$46,168 $36,344 
FCG transaction and transition-related expenses, net (1)
677 — 
Adjusted Net Income (Non-GAAP)**$46,845 $36,344 
Earnings Per Share - Diluted (GAAP)$2.07 $2.04 
FCG transaction and transition-related expenses, net (1)
0.03 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)**$2.10 $2.04 
(1) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding and legal fees.

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Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
AssetsMarch 31,
2024
December 31,
2023
(in thousands, except per share data)
Property, Plant and Equipment
Regulated Energy$2,470,135 $2,418,494 
Unregulated Energy416,833 410,807 
Other businesses and eliminations31,606 30,310 
Total property, plant and equipment2,918,574 2,859,611 
Less: Accumulated depreciation and amortization(530,832)(516,429)
Plus: Construction work in progress123,338 113,192 
Net property, plant and equipment2,511,080 2,456,374 
Current Assets
Cash and cash equivalents1,695 4,904 
Trade and other receivables 70,750 74,485 
Less: Allowance for credit losses(2,450)(2,699)
Trade and other receivables, net68,300 71,786 
Accrued revenue28,308 32,597 
Propane inventory, at average cost8,367 9,313 
Other inventory, at average cost19,638 19,912 
Regulatory assets24,289 19,506 
Storage gas prepayments1,147 4,695 
Income taxes receivable 3,829 
Prepaid expenses13,681 15,407 
Derivative assets, at fair value1,012 1,027 
Other current assets3,228 2,723 
Total current assets169,665 185,699 
Deferred Charges and Other Assets
Goodwill507,573 508,174 
Other intangible assets, net16,414 16,865 
Investments, at fair value13,221 12,282 
Derivative assets, at fair value126 40 
Operating lease right-of-use assets 11,719 12,426 
Regulatory assets86,039 96,396 
Receivables and other deferred charges16,047 16,448 
Total deferred charges and other assets651,139 662,631 
Total Assets$3,331,884 $3,304,704 



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Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
Capitalization and LiabilitiesMarch 31,
2024
December 31,
2023
(in thousands, except per share data)
Capitalization
Stockholders’ equity
Preferred stock, par value $0.01 per share (authorized 2,000 shares), no shares issued and outstanding$ $— 
Common stock, par value $0.4867 per share (authorized 50,000 shares)10,838 10,823 
Additional paid-in capital750,162 749,356 
Retained earnings521,689 488,663 
Accumulated other comprehensive loss(1,786)(2,738)
Deferred compensation obligation9,562 9,050 
Treasury stock(9,562)(9,050)
Total stockholders’ equity1,280,903 1,246,104 
Long-term debt, net of current maturities1,185,166 1,187,075 
Total capitalization2,466,069 2,433,179 
Current Liabilities
Current portion of long-term debt18,511 18,505 
Short-term borrowing170,355 179,853 
Accounts payable63,058 77,481 
Customer deposits and refunds43,682 46,427 
Accrued interest17,148 7,020 
Dividends payable13,138 13,119 
Accrued compensation7,066 16,544 
Regulatory liabilities21,328 13,719 
Income taxes payable818 — 
Derivative liabilities, at fair value31 354 
Other accrued liabilities16,520 13,362 
Total current liabilities371,655 386,384 
Deferred Credits and Other Liabilities
Deferred income taxes271,335 259,082 
Regulatory liabilities193,030 195,279 
Environmental liabilities2,546 2,607 
Other pension and benefit costs16,010 15,330 
Derivative liabilities, at fair value43 927 
Operating lease - liabilities 9,832 10,550 
Deferred investment tax credits and other liabilities1,364 1,366 
Total deferred credits and other liabilities494,160 485,141 
Environmental and other commitments and contingencies (1)
Total Capitalization and Liabilities$3,331,884 $3,304,704 
(1) Refer to Note 6 and 7 in the Company's Quarterly Report on Form 10-Q for further information.
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Chesapeake Utilities Corporation and Subsidiaries
Distribution Utility Statistical Data (Unaudited)
For the Three Months Ended March 31, 2024For the Three Months Ended March 31, 2023
Delmarva NG DistributionFlorida Natural Gas DistributionFlorida City Gas DistributionFPU Electric DistributionDelmarva NG DistributionFlorida Natural Gas DistributionFPU Electric Distribution
Operating Revenues
(in thousands)
  Residential$35,796 $15,343 $15,031 $11,426 $42,020 $16,496 $11,357 
  Commercial and Industrial17,567 31,053 19,434 10,783 21,425 25,739 11,740 
  Other (1)
(1,675)1,560 1,412 (2,245)(3,052)4,123 (360)
Total Operating Revenues$51,688 $47,956 $35,877 $19,964 $60,393 $46,358 $22,737 
Volumes (in Dts for natural gas and MWHs for electric)
  Residential2,438,154 841,041 599,337 72,021 2,291,320 753,756 68,517 
  Commercial and Industrial3,427,173 10,115,552 2,984,627 87,827 3,387,831 10,307,956 68,703 
  Other89,098 731,006 1,598,743  87,536 627,934 — 
Total 5,954,425 11,687,599 5,182,707 159,848 5,766,687 11,689,646 137,220 
Average Customers
  Residential100,534 90,471 113,027 25,704 96,511 87,325 25,616 
  Commercial and Industrial8,397 8,474 8,519 7,371 8,270 8,409 7,359 
  Other25  100  24 — 
Total 108,956 98,945 121,646 33,075 104,805 95,740 32,975 
(1) Operating Revenues from "Other" sources include unbilled revenue, under (over) recoveries of fuel cost, conservation revenue, other miscellaneous charges, fees for billing services provided to third parties and adjustments for pass-through taxes.




v3.24.1.u1
Document And Entity Information
May 08, 2024
Cover [Abstract]  
Title of 12(b) Security Common Stock - par value per share $0.4867
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name CHESAPEAKE UTILITIES CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-11590
Entity Tax Identification Number 51-0064146
Entity Address, Address Line One 500 Energy Lane
Entity Address, City or Town Dover
Entity Address, State or Province DE
Entity Address, Postal Zip Code 19901
City Area Code 302
Local Phone Number 734-6799
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0000019745
Amendment Flag false
Entity Emerging Growth Company false
Trading Symbol CPK
Security Exchange Name NYSE
Document Information [Line Items]  
Entity Central Index Key 0000019745
Amendment Flag false
Document Period End Date May 08, 2024
Entity Emerging Growth Company false
Security Exchange Name NYSE
Entity Registrant Name CHESAPEAKE UTILITIES CORPORATION

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