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Published: 2024-08-08 16:52:12 ET
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EX-99.1 2 exhibit99-prq22024.htm EX-99.1 Document

        chesapeakelogova18a.jpg                

FOR IMMEDIATE RELEASE
August 8, 2024
NYSE Symbol: CPK

CHESAPEAKE UTILITIES CORPORATION REPORTS SECOND QUARTER
2024 RESULTS

Net income and earnings per share ("EPS")* were $18.3 million and $0.82, respectively, for the second quarter of 2024, and $64.4 million and $2.89, respectively, for the six months ended June 30, 2024
Adjusted net income and Adjusted EPS**, which exclude transaction and transition-related expenses attributable to the acquisition and integration of Florida City Gas ("FCG"), were $19.3 million and $0.86, respectively, for the second quarter of 2024 and $66.1 million and $2.96, respectively, for the six months ended June 30, 2024
Adjusted gross margin** growth of $61.8 million during the first half of 2024 driven by contributions from FCG, natural gas organic growth and continued pipeline expansion projects, regulatory initiatives and additional customer consumption
Multiple pipeline projects received approval to proceed, supporting continued natural gas demand in Delaware and Florida and driving incremental margins for 2025 and beyond
Results continue to track in line with Management's expectations, and the Company continues to affirm 2024 EPS and capital guidance

Dover, Delaware — Chesapeake Utilities Corporation (NYSE: CPK) (“Chesapeake Utilities” or the “Company”) today announced financial results for the three and six months ended June 30, 2024.

Net income for the second quarter of 2024 was $18.3 million ($0.82 per share) compared to $16.1 million ($0.90 per share) in the second quarter of 2023. Excluding transaction and transition-related expenses associated with the fourth quarter 2023 acquisition of FCG, adjusted net income was $19.3 million, or $0.86 per share compared to $16.1 million ($0.90 per share) reported in the prior-year period. The net income and adjusted net income growth represented 13.3 percent and 19.5 percent, respectively.

For the second quarter of 2024, incremental contributions from FCG, additional margin from regulated infrastructure programs, and growth in the Company's natural gas distribution businesses and continued pipeline expansion projects to support distribution growth were offset by the financing impacts of the FCG acquisition, including increased interest expense related to debt issued and additional shares outstanding.

During the first half of 2024, net income was $64.4 million ($2.89 per share) compared to $52.5 million ($2.94 per share) in the prior-year period. Excluding the transaction and transition-related expenses, adjusted net income was $66.1 million ($2.96 per share) compared to $52.5 million ($2.94 per share) for the same period in 2023.

Earnings for the first half of 2024 were primarily impacted by the factors discussed for the second quarter as well as additional adjusted gross margin from increased customer consumption experienced earlier in the year.

“Our results this quarter demonstrate the opportunities in our high-growth service areas, the value of our unregulated businesses and our commitment to operational excellence,” said Jeff Householder, chair,
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president and CEO. “We continue to remain on-track with the integration of FCG, experienced continued strong customer growth of approximately 4 percent across our Delmarva and Florida footprints and managed expenses prudently, driving 41 percent of adjusted gross margin to operating income on a year-to-date basis.”

“This performance is in line with our expectations for 2024 and is driven by our ability to execute on our growth strategy: developing and investing record levels of capital, advancing our regulatory agenda and continuing our business transformation efforts,” Householder continued. “Through the second quarter of this year, we invested $160 million in capital expenditures, received regulatory approval for three (3) new transportation projects, and are going live with a new enterprise-wide utility billing system in the third quarter. Our achievements thus far enable us to affirm our full-year 2024 adjusted EPS guidance of $5.33 to $5.45 per share and 2024 capital expenditures guidance of $300 to $360 million. The team’s consistent focus on customer service and our growth strategy positions us for continued longer-term growth as well.”

Earnings and Capital Investment Guidance

The Company continues to affirm 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 affirms its previously announced 2024 capital expenditure guidance of $300 million to $360 million, as well as the capital expenditure guidance for the five-year period ended 2028 that will range from $1.5 billion to $1.8 billion. This investment forecast 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. This implies an EPS growth rate of approximately 8 percent from the 2025 EPS guidance range.

*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 June 30, 2024
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$130,625 $41,419 $(5,772)$166,272 
Cost of Sales:
Natural gas, propane and electric costs(27,378)(18,006)5,744 (39,640)
Depreciation & amortization(14,657)(3,223)(17,877)
Operations & maintenance expenses (1)
(12,255)(7,893)(20,145)
Gross Margin (GAAP)76,335 7633512,297 (22)88,610 
Operations & maintenance expenses (1)
12,255 7,893 (3)20,145 
Depreciation & amortization14,657 3,223 (3)17,877 
Adjusted Gross Margin (Non-GAAP)$103,247 $23,413 $(28)$126,632 

For the Three Months Ended June 30, 2023
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$101,141 $40,751 $(6,299)$135,593 
Cost of Sales:
Natural gas, propane and electric costs(23,886)(18,116)6,209 (35,793)
Depreciation & amortization(13,035)(4,269)(17,303)
Operations & maintenance expenses (1)
(9,240)(7,520)(2)(16,762)
Gross Margin (GAAP)54,980 10,846 (91)65,735 
Operations & maintenance expenses (1)
9,240 7,520 16,762 
Depreciation & amortization13,035 4,269 (1)17,303 
Adjusted Gross Margin (Non-GAAP)$77,255 $22,635 $(90)$99,800 

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For the Six Months Ended June 30, 2024
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$299,051 $124,522 $(11,557)$412,016 
Cost of Sales:
Natural gas, propane and electric costs(77,296)(55,060)11,499 (120,857)
Depreciation & amortization(27,194)(7,704)(34,893)
Operations & maintenance expenses (1)
(24,991)(16,315)(41,305)
Gross Margin (GAAP)169,570 45,443 (52)214,961 
Operations & maintenance expenses (1)
24,991 16,315 (1)41,305 
Depreciation & amortization27,194 7,704 (5)34,893 
Adjusted Gross Margin (Non-GAAP)$221,755 $69,462 $(58)$291,159 

For the Six Months Ended June 30, 2023
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Operating Revenues$243,411 $123,916 $(13,605)$353,722 
Cost of Sales:
Natural gas, propane and electric costs(79,174)(58,687)13,479 (124,382)
Depreciation & amortization(25,987)(8,503)(34,486)
Operations & maintenance expenses (1)
(18,527)(15,996)(34,520)
Gross Margin (GAAP)119,723 40,730 (119)160,334 
Operations & maintenance expenses (1)
18,527 15,996 (3)34,520 
Depreciation & amortization25,987 8,503 (4)34,486 
Adjusted Gross Margin (Non-GAAP)$164,237 $65,229 $(126)$229,340 
(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
June 30,
(in thousands, except per share data)20242023
Net Income (GAAP)$18,271 $16,133 
FCG transaction and transition-related expenses, net (1)
1,006 — 
Adjusted Net Income (Non-GAAP)$19,277 $16,133 
Weighted average common shares outstanding - diluted (2)
22,335 17,852 
Earnings Per Share - Diluted (GAAP)$0.82 $0.90 
FCG transaction and transition-related expenses, net (1)
0.04 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)$0.86 $0.90 

Six Months Ended
June 30,
(in thousands, except per share data)20242023
Net Income (GAAP)$64,439 $52,477 
FCG transaction and transition-related expenses, net (1)
1,683 — 
Adjusted Net Income (Non-GAAP)$66,122 $52,477 
Weighted average common shares outstanding - diluted (2)
22,320 17,842 
Earnings Per Share - Diluted (GAAP)$2.89 $2.94 
FCG transaction and transition-related expenses, net (1)
0.07 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)$2.96 $2.94 
(1) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transaction costs, transition services, consulting, system integration, rebranding and legal fees.
(2) Weighted average shares for the three and six months ended June 30, 2024 reflect the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG.

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Operating Results for the Quarters Ended June 30, 2024 and 2023

Consolidated Results
Three Months Ended
June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$126,632 $99,800 $26,832 26.9 %
Depreciation, amortization and property taxes26,703 23,628 3,075 13.0 %
FCG transaction and transition-related expenses1,374 — 1,374 NMF
Other operating expenses57,765 47,826 9,939 20.8 %
Operating income $40,790 $28,346 $12,444 43.9 %

Operating income for the second quarter of 2024 was $40.8 million, an increase of $12.4 million or 43.9 percent compared to the same period in 2023. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $13.8 million or 48.7 percent compared to the prior-year period. An increase in adjusted gross margin in the second quarter of 2024 was driven by contributions from the acquisition of FCG, incremental margin from regulatory initiatives, natural gas organic growth and continued pipeline expansion projects and improvements from the Company's unregulated businesses. Higher operating expenses were driven largely by the operating expenses of FCG, increased payroll, benefits and other employee-related expenses, and higher insurance and vehicle expenses compared to the prior-year period. Increases in depreciation, amortization and property taxes attributable to growth projects and FCG were partially offset by a $2.3 million reserve surplus amortization mechanism ("RSAM") adjustment from FCG and lower depreciation from our electric operations due to revised rates from an approved electric depreciation study.

Regulated Energy Segment
Three Months Ended
June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin** $103,247 $77,255 $25,992 33.6 %
Depreciation, amortization and property taxes22,863 18,854 4,009 21.3 %
FCG transaction and transition-related expenses1,374 — 1,374 NMF
Other operating expenses38,505 29,110 9,395 32.3 %
Operating income$40,505 $29,291 $11,214 38.3 %


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The key components of the increase in adjusted gross margin** are shown below:
(in thousands) 
Contribution from FCG$23,367 
Margin from regulated infrastructure programs1,340 
Natural gas growth including conversions (excluding service expansions)1,253 
Natural gas transmission service expansions, including interim services563 
Other variances(531)
Quarter-over-quarter increase in adjusted gross margin**$25,992 
(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$8,597 
Payroll, benefits and other employee-related expenses679 
Other variances119 
Quarter-over-quarter increase in other operating expenses$9,395 


Unregulated Energy Segment
Three Months Ended June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$23,413 $22,635 $778 3.4 %
Depreciation, amortization and property taxes3,843 4,777 (934)(19.6)%
Other operating expenses19,332 18,851 481 2.6 %
Operating income (loss)$238 $(993)$1,231 NMF

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The major components of the change in adjusted gross margin** are shown below:
(in thousands)
Propane Operations
Contributions from acquisition$160 
Increased propane customer consumption 117 
CNG/RNG/LNG Transportation and Infrastructure
Increased level of virtual pipeline services587 
Aspire Energy
Increased margins - rate changes and gathering fees251 
Other variances(337)
Quarter-over-quarter increase in adjusted gross margin**$778 
The major components of the increase in other operating expenses are as follows:
(in thousands)
Increased insurance related costs$283 
Increased vehicle expenses246 
Other variances(48)
Quarter-over-quarter increase in other operating expenses$481 
Operating Results for the Six Months Ended June 30, 2024 and 2023
Consolidated Results
Six Months Ended
June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$291,159 $229,340 $61,819 27.0 %
Depreciation, amortization and property taxes52,813 47,118 5,695 12.1 %
FCG transaction and transition-related expenses2,295 — 2,295 NMF
Other operating expenses115,676 98,961 16,715 16.9 %
Operating income $120,375 $83,261 $37,114 44.6 %

Operating income for the first half of 2024 was $120.4 million, an increase of $37.1 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 $39.4 million or 47.3 percent compared to the prior-year period. An increase in adjusted gross margin in the first half of 2024 was driven by contributions from the acquisition of FCG, natural gas organic growth and continued pipeline expansion projects, incremental margin from regulatory initiatives, higher customer consumption and contributions from the Company's unregulated businesses. Higher operating expenses largely associated with FCG were partially offset by lower payroll, benefits and other employee-related expenses compared to the prior-year period. Increases in depreciation, amortization and property taxes attributable to growth projects and FCG were partially offset by a $5.7 million RSAM adjustment from FCG and lower depreciation from our electric operations due to revised rates from an approved electric depreciation study.

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Regulated Energy Segment
Six Months Ended
June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin** $221,755 $164,237 $57,518 35.0 %
Depreciation, amortization and property taxes43,818 37,524 6,294 16.8 %
FCG transaction and transition-related expenses2,295 — 2,295 NMF
Other operating expenses77,028 59,797 17,231 28.8 %
Operating income$98,614 $66,916 $31,698 47.4 %


The key components of the increase in adjusted gross margin** are shown below:
(in thousands) 
Contribution from FCG$48,326 
Natural gas growth including conversions (excluding service expansions)3,169 
Margin from regulated infrastructure programs2,618 
Natural gas transmission service expansions, including interim services2,154 
Rate changes associated with the Florida natural gas base rate proceeding (1)
1,630 
Other variances(379)
Period-over-period increase in adjusted gross margin**$57,518 
(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$17,887 
Payroll, benefits and other employee-related expenses(1,109)
Other variances453 
Period-over-period increase in other operating expenses$17,231 


Unregulated Energy Segment
Six Months Ended
June 30,
(in thousands)20242023ChangePercent Change
Adjusted gross margin**$69,462 $65,229 $4,233 6.5 %
Depreciation, amortization and property taxes8,998 9,598 (600)(6.3)%
Other operating expenses38,797 39,379 (582)(1.5)%
Operating income$21,667 $16,252 $5,415 33.3 %

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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 $1,505 
Contributions from acquisition598 
Increased propane margins and service fees463 
CNG/RNG/LNG Transportation and Infrastructure
Increased level of virtual pipeline services487 
Aspire Energy
Increased margins - rate changes and gathering fees1,189 
Other variances(9)
Period-over-period increase in adjusted gross margin**$4,233 
The major components of the decrease in other operating expenses are as follows:
(in thousands)
Decreased payroll, benefits and other employee-related expenses$(1,083)
Increased insurance related costs655 
Increased vehicle expenses386 
Other variances(540)
Period-over-period decrease in other operating expenses$(582)
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 second 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 Friday, August 9, 2024 at 8:30 a.m. Eastern Time to discuss the Company’s financial results for the three and six months ended June 30, 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: 800.445-7795
International: 203.518.9856
Conference ID: CPKQ224

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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Adjusted Gross Margin
  Regulated Energy segment$103,247 $77,255 $221,755 $164,237 
  Unregulated Energy segment23,413 22,635 69,462 65,229 
  Other businesses and eliminations(28)(90)(58)(126)
Total Adjusted Gross Margin**$126,632 $99,800 $291,159 $229,340 
Operating Income (Loss)
   Regulated Energy segment$40,505 $29,291 $98,614 $66,916 
   Unregulated Energy segment238 (993)21,667 16,252 
   Other businesses and eliminations47 48 94 93 
Total Operating Income 40,790 28,346 120,375 83,261 
Other income, net1,110 831 1,305 1,107 
Interest charges16,813 6,964 33,839 14,196 
Income Before Income Taxes25,087 22,213 87,841 70,172 
Income taxes6,816 6,080 23,402 17,695 
Net Income$18,271 $16,133 $64,439 $52,477 
Weighted Average Common Shares Outstanding: (1)
Basic22,284 17,794 22,267 17,777 
Diluted22,335 17,852 22,320 17,842 
Earnings Per Share of Common Stock
Basic$0.82$0.91$2.89$2.95
Diluted$0.82$0.90$2.89$2.94
 
Adjusted Net Income and Adjusted Earnings Per Share
Net Income (GAAP)$18,271 $16,133 $64,439 $52,477 
FCG transaction and transition-related-expenses, net (2)
1,006 — 1,683 — 
Adjusted Net Income (Non-GAAP)**$19,277 $16,133 $66,122 $52,477 
Earnings Per Share - Diluted (GAAP)$0.82 $0.90 $2.89 $2.94 
FCG transaction and transition-related-expenses, net (2)
0.04 — 0.07 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)**$0.86 $0.90 $2.96 $2.94 
(1) Weighted average shares for the three and six months ended June 30, 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, transaction costs, transition services, consulting, system integration, rebranding and legal fees.

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Financial Summary Highlights

Key variances between the second quarter of 2023 and 2024 included:
(in thousands, except per share data)Pre-tax
Income
Net
Income
Earnings
Per Share
Second Quarter of 2023 Adjusted Results$22,213 $16,133 $0.90 
Increased Adjusted Gross Margins:
Contributions from acquisitions23,527 17,135 0.77 
Margin from regulated infrastructure programs*1,340 976 0.04 
Natural gas growth including conversions (excluding service expansions)1,253 912 0.04 
Increased level of virtual pipeline services587 428 0.02 
Natural gas transmission service expansions, including interim services*563 410 0.02 
Improved Aspire Energy performance - rate changes and gathering fees251 183 — 
27,521 20,044 0.89 
Increased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs):
FCG operating expenses(9,720)(7,079)(0.32)
Payroll, benefits and other employee-related expenses(772)(562)(0.02)
Insurance related costs (559)(407)(0.02)
Vehicle expenses(250)(182)(0.01)
Depreciation, amortization and property tax costs (includes FCG)(1,951)(1,421)(0.06)
(13,252)(9,651)(0.43)
Interest charges(9,849)(7,173)(0.32)
Increase in shares outstanding due to 2023 and 2024 equity offerings***— — (0.18)
Net other changes(172)(76)— 
(10,021)(7,249)(0.50)
Second Quarter of 2024 Adjusted Results**
$26,461 $19,277 $0.86 
* 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.
*** Reflects the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG.








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Key variances between the six months ended June 30, 2023 and June 30, 2024 included: 
(in thousands, except per share data)Pre-tax
Income
Net
Income
Earnings
Per Share
Six months ended June 30, 2023 Adjusted Results$70,172 $52,477 $2.94 
Non-recurring Items:
Absence of benefit associated with a reduction in the PA state tax rate— (1,284)(0.06)
— (1,284)(0.06)
Increased Adjusted Gross Margins:
Contributions from acquisitions48,924 35,891 1.61 
Natural gas growth including conversions (excluding service expansions)3,169 2,325 0.10 
Margin from regulated infrastructure programs*2,618 1,921 0.09 
Natural gas transmission service expansions, including interim services*2,154 1,580 0.07 
Changes in customer consumption1,842 1,352 0.06 
Rate changes associated with the Florida natural gas base rate proceeding*1,630 1,196 0.05 
Improved Aspire Energy performance - rate changes and gathering fees1,189 872 0.04 
Increased level of virtual pipeline services487 358 0.02 
Increased propane margins and fees463 340 0.01 
62,476 45,835 2.05 
(Increased) Decreased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs):
FCG operating expenses(20,133)(14,770)(0.66)
Insurance related costs (1,084)(795)(0.04)
Vehicle expenses(403)(295)(0.01)
Payroll, benefits and other employee-related expenses2,192 1,608 0.07 
Depreciation, amortization and property tax costs (includes FCG)(3,449)(2,530)(0.11)
(22,877)(16,782)(0.75)
Interest charges(19,643)(14,410)(0.65)
Increase in shares outstanding due to 2023 and 2024 equity offerings***— — (0.59)
Net other changes286 0.02 
(19,635)(14,124)(1.22)
Six months ended June 30, 2024 Adjusted Results**
$90,136 $66,122 $2.96 
* 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.
*** Reflects the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG.



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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, as compared to the Company's prior quarterly filings. A comprehensive discussion of all projects and initiatives reflected in the table below can be found in the Company's second quarter 2024 Quarterly Report on Form 10-Q.

Adjusted Gross Margin
Three Months EndedSix Months EndedYear EndedEstimate for
June 30,June 30,December 31,Fiscal
(in thousands)2024202320242023202320242025
Pipeline Expansions:
Southern Expansion$586 $455 $1,172 $486 $586 $2,344 $2,344 
Beachside Pipeline Expansion603 603 1,206 603 1,810 2,451 2,414 
North Ocean City Connector —  — — — 494 
St. Cloud / Twin Lakes Expansion146 — 292 — 264 584 2,752 
Wildlight205 67 404 93 471 1,423 2,038 
Lake Wales114 38 228 38 265 454 454 
Newberry72 — 72 — — 1,364 2,585 
Boynton Beach  —  — — — 3,342 
New Smyrna Beach  —  — — — 1,710 
Central Florida Reinforcement —  — — 476 1,182 
Warwick —  — — 258 1,858 
Renewable Natural Gas Supply Projects —  — — — 5,460 
Total Pipeline Expansions1,726 1,163 3,374 1,220 3,396 9,354 26,633 
CNG/RNG/LNG Transportation and Infrastructure3,505 2,905 6,940 6,426 11,181 13,500 14,500 
Regulatory Initiatives:
Florida GUARD program865 — 1,454 — 353 3,231 5,602 
FCG SAFE Program689 — 1,101 — — 2,683 5,293 
Capital Cost Surcharge Programs777 703 1,608 1,423 2,829 3,979 4,374 
Florida Rate Case Proceeding (1)
4,005 3,873 9,600 7,970 15,835 17,153 17,153 
Maryland Rate Case (2)
 —  — — TBDTBD
Electric Storm Protection Plan677 436 1,307 642 1,326 2,433 3,951 
Total Regulatory Initiatives7,013 5,012 15,070 10,035 20,343 29,479 36,373 
Total$12,244 $9,080 $25,384 $17,681 $34,920 $52,333 $77,506 

(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 project in May 2024, and it is expected to be complete in the fourth quarter of 2025.

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. The Company began the conversions of the community gas systems in 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. Construction is projected to be complete in the first and second quarters of 2025 for Boynton Beach and New Smyrna Beach, respectively.

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 around the Plant City and Lake Mattie areas of Florida with an additional 5,000 Dts/day and 8,700 Dts/day, respectively. The Florida PSC approved the projects in May 2024. Completion of the projects is projected for the fourth quarter of 2024 for Plant City and the fourth quarter of 2025 for Lake Mattie.

Warwick
In July 2024, the Company announced plans to extend Eastern Shore's transmission deliverability by constructing an additional 4.4 miles of six inch steel pipeline. The project will reinforce the supply and
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growth for our Delaware division distribution system and expand further into Maryland for anticipated future growth. The project is estimated to be in service during the fourth quarter of 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 supports continued customer growth and system reinforcement of these distribution systems. The Florida PSC approved the petition in July 2024.

Renewable Natural Gas Supply Projects
In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of Transportation Service Agreements with FCG for projects that will support the transportation of additional renewable energy supply to FCG. The projects, located in Florida’s Brevard, Indian River and Miami-Dade counties, will bring renewable natural gas produced from local landfills into FCG’s natural gas distribution 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. Benefits of these projects include increased gas supply to serve expected FCG growth, strengthened system reliability and additional system flexibility. The Florida PSC approved the petition at it's July 2024 meeting with the projects estimated to be completed in the first half of 2025.

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, the Company's Maryland natural gas distribution businesses filed a joint petition for approval of its proposed unified depreciation rates with the Maryland PSC. A settlement agreement between the Company, PSC staff and the Office of People's Counsel was reached and the final order approving the settlement agreement went into effect in July 2024 which will include an annual benefit of $1.2 million.

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, will 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. The Commission decision is expected in September 2024.

Delaware Natural Gas Rate Case
In May 2024, the Company's Delaware natural gas division provided notice to the Delaware PSC of its intent to file a petition seeking a general rate base increase based on a test period ending in December 2024. The filing is expected to be submitted to the Delaware PSC in August 2024 and the outcome of the application will be subject to review and approval by the Delaware PSC.

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FPU Electric Rate Case
In June 2024, the Company provided notice to the Florida PSC of its intent to file a petition seeking a general rate base increase based on a 2025 projected test year. The filing is expected to be submitted to the Florida PSC in August 2024 and the outcome of the application will be subject to review and approval by the Florida PSC.

Other Major Factors Influencing Adjusted Gross Margin

Weather and Consumption
Weather was not a significant factor to adjusted gross margin in the second quarter of 2024 compared to the same period in 2023.

For the six months ended June 30, 2024, higher consumption which includes the effects of colder weather conditions compared to the prior-year period resulted in a $1.8 million increase in adjusted gross margin. While temperatures through June 30, 2024 were colder than the prior-year period, they were approximately 12.5 percent and 12.8 percent warmer, respectively, compared to normal temperatures in our Delmarva and Ohio service territories.

The following table summarizes HDD and CDD variances from the 10-year average HDD/CDD ("Normal") for the three and six months ended June 30, 2024 and 2023.
Three Months EndedSix Months Ended
June 30,June 30,
20242023Variance20242023Variance
Delmarva
Actual HDD319 276 43 2,281 2,050 231 
10-Year Average HDD ("Normal")387 408 (21)2,608 2,693 (85)
Variance from Normal(68)(132)(327)(643)
Florida
Actual HDD41 26 15 511 370 141 
10-Year Average HDD ("Normal")41 44 (3)511 549 (38)
Variance from Normal (18) (179)
Ohio
Actual HDD478 678 (200)3,137 3,062 75 
10-Year Average HDD ("Normal")631 631 — 3,596 3,596 — 
Variance from Normal(153)47 (459)(534)
Florida
Actual CDD1,115 937 178 1,296 1,260 36 
10-Year Average CDD ("Normal")978 952 26 1,195 1,144 51 
Variance from Normal137 (15)101 116 

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Natural Gas Distribution Growth
The average number of residential customers served on the Delmarva Peninsula increased by approximately 3.7 percent and 3.9 percent, respectively, for the three and six months ended June 30, 2024 while our legacy Florida Natural Gas distribution business increased by approximately 3.7 percent and 3.6 percent, respectively, during the same periods.

The details of the adjusted gross margin increase are provided in the following table:
Adjusted Gross Margin**
Three Months EndedSix Months Ended
June 30, 2024June 30, 2024
(in thousands)Delmarva PeninsulaFloridaDelmarva PeninsulaFlorida
Customer growth:
Residential$352 $647 $842 $1,527 
Commercial and industrial124 130 280 520 
Total customer growth (1)
$476 $777 $1,122 $2,047 
(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.

Capital Investment Growth and Capital Structure Updates

The Company's capital expenditures were $159.5 million for the six months ended June 30, 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.
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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 June 30, 2024.
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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(in thousands, except per share data)
Operating Revenues
   Regulated Energy$130,625 $101,141 $299,051 $243,411 
Unregulated Energy41,419 40,751 124,522 123,916 
Other businesses and eliminations (5,772)(6,299)(11,557)(13,605)
Total Operating Revenues166,272 135,593 412,016 353,722 
Operating Expenses
  Natural gas and electricity costs27,378 23,886 77,296 79,174 
  Propane and natural gas costs12,262 11,907 43,561 45,208 
  Operations52,339 42,163 103,899 86,930 
  FCG transaction and transition-related expenses1,374 — 2,295 — 
  Maintenance5,561 5,258 11,464 10,362 
  Depreciation and amortization17,877 17,303 34,893 34,486 
  Other taxes8,691 6,730 18,233 14,301 
Total operating expenses125,482 107,247 291,641 270,461 
Operating Income40,790 28,346 120,375 83,261 
Other income, net1,110 831 1,305 1,107 
Interest charges16,813 6,964 33,839 14,196 
Income Before Income Taxes25,087 22,213 87,841 70,172 
Income taxes6,816 6,080 23,402 17,695 
Net Income$18,271 $16,133 $64,439 $52,477 
Weighted Average Common Shares Outstanding:
Basic22,284 17,794 22,267 17,777 
Diluted22,335 17,852 22,320 17,842 
Earnings Per Share of Common Stock:
Basic$0.82 $0.91 $2.89 $2.95 
Diluted$0.82 $0.90 $2.89 $2.94 
Adjusted Net Income and Adjusted Earnings Per Share
Net Income (GAAP)$18,271 $16,133 $64,439 $52,477 
FCG transaction and transition-related expenses, net (1)
1,006 — 1,683 
Adjusted Net Income (Non-GAAP)**$19,277 $16,133 $66,122 $52,477 
Earnings Per Share - Diluted (GAAP)$0.82 $0.90 $2.89 $2.94 
FCG transaction and transition-related expenses, net (1)
0.04 — 0.07 — 
Adjusted Earnings Per Share - Diluted (Non-GAAP)**$0.86 $0.90 $2.96 $2.94 
(1) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transaction costs, transition services, consulting, system integration, rebranding and legal fees.
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Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
AssetsJune 30,
2024
December 31,
2023
(in thousands, except per share data)
Property, Plant and Equipment
Regulated Energy$2,515,712 $2,418,494 
Unregulated Energy420,074 410,807 
Other businesses and eliminations32,645 30,310 
Total property, plant and equipment2,968,431 2,859,611 
Less: Accumulated depreciation and amortization(546,598)(516,429)
Plus: Construction work in progress157,347 113,192 
Net property, plant and equipment2,579,180 2,456,374 
Current Assets
Cash and cash equivalents6,430 4,904 
Trade and other receivables 56,362 74,485 
Less: Allowance for credit losses(2,195)(2,699)
Trade and other receivables, net54,167 71,786 
Accrued revenue20,177 32,597 
Propane inventory, at average cost6,511 9,313 
Other inventory, at average cost19,715 19,912 
Regulatory assets19,646 19,506 
Storage gas prepayments2,801 4,695 
Income taxes receivable9,865 3,829 
Prepaid expenses12,549 15,407 
Derivative assets, at fair value1,180 1,027 
Other current assets3,236 2,723 
Total current assets156,277 185,699 
Deferred Charges and Other Assets
Goodwill507,856 508,174 
Other intangible assets, net15,910 16,865 
Investments, at fair value13,620 12,282 
Derivative assets, at fair value192 40 
Operating lease right-of-use assets 11,201 12,426 
Regulatory assets83,594 96,396 
Receivables and other deferred charges12,923 16,448 
Total deferred charges and other assets645,296 662,631 
Total Assets$3,380,753 $3,304,704 



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Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
Capitalization and LiabilitiesJune 30,
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)10,854 10,823 
Additional paid-in capital755,751 749,356 
Retained earnings525,525 488,663 
Accumulated other comprehensive loss(1,576)(2,738)
Deferred compensation obligation9,703 9,050 
Treasury stock(9,703)(9,050)
Total stockholders’ equity1,290,554 1,246,104 
Long-term debt, net of current maturities1,174,762 1,187,075 
Total capitalization2,465,316 2,433,179 
Current Liabilities
Current portion of long-term debt18,592 18,505 
Short-term borrowing207,091 179,853 
Accounts payable69,041 77,481 
Customer deposits and refunds44,775 46,427 
Accrued interest3,652 7,020 
Dividends payable14,272 13,119 
Accrued compensation12,519 16,544 
Regulatory liabilities19,677 13,719 
Income taxes payable — 
Derivative liabilities, at fair value27 354 
Other accrued liabilities20,547 13,362 
Total current liabilities410,193 386,384 
Deferred Credits and Other Liabilities
Deferred income taxes283,322 259,082 
Regulatory liabilities192,710 195,279 
Environmental liabilities2,402 2,607 
Other pension and benefit costs16,102 15,330 
Derivative liabilities, at fair value12 927 
Operating lease - liabilities 9,341 10,550 
Deferred investment tax credits and other liabilities1,355 1,366 
Total deferred credits and other liabilities505,244 485,141 
Environmental and other commitments and contingencies (1)
Total Capitalization and Liabilities$3,380,753 $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 June 30, 2024For the Three Months Ended June 30, 2023
Delmarva NG DistributionFlorida Natural Gas DistributionFlorida City Gas DistributionFPU Electric DistributionDelmarva NG DistributionFlorida Natural Gas DistributionFPU Electric Distribution
Operating Revenues
(in thousands)
  Residential$15,930 $11,275 $12,918 $11,225 $16,878 $12,188 $11,023 
  Commercial and Industrial10,323 26,721 16,968 12,134 11,093 28,740 12,253 
  Other (1)
(2,962)1,921 2,608 (813)(3,858)(162)(242)
Total Operating Revenues$23,291 $39,917 $32,494 $22,546 $24,113 $40,766 $23,034 
Volumes (in Dts for natural gas and MWHs for electric)
  Residential823,378 525,878 427,062 71,226 765,193 472,147 66,835 
  Commercial and Industrial2,248,283 10,132,993 2,784,296 95,646 2,220,105 10,054,518 74,086 
  Other58,603 572,126 1,470,769  63,787 — — 
Total 3,130,264 11,230,997 4,682,127 166,872 3,049,085 10,526,665 140,921 
Average Customers
  Residential100,964 91,439 113,673 25,762 97,333 88,188 25,755 
  Commercial and Industrial8,367 8,486 8,551 7,359 8,249 8,405 7,378 
  Other25  110  22 — 
Total 109,356 99,925 122,334 33,121 105,604 96,599 33,133 

For the Six Months Ended June 30, 2024For the Six Months Ended June 30, 2023
Delmarva NG DistributionFlorida Natural Gas DistributionFlorida City Gas DistributionFPU Electric DistributionDelmarva NG DistributionFlorida Natural Gas DistributionFPU Electric Distribution
Operating Revenues
(in thousands)
  Residential$51,726 $26,618 $27,949 $22,651 $58,898 $28,684 $22,380 
  Commercial and Industrial27,890 57,774 36,402 22,917 32,518 54,479 23,994 
  Other (1)
(4,637)3,481 4,020 (3,058)(6,911)3,961 (603)
Total Operating Revenues$74,979 $87,873 $68,371 $42,510 $84,505 $87,124 $45,771 
Volumes (in Dts for natural gas and MWHs for electric)
  Residential3,261,532 1,366,919 1,026,399 143,247 3,056,513 1,225,903 135,352 
  Commercial and Industrial5,675,456 20,248,545 5,768,923 183,473 5,607,936 20,362,474 142,789 
  Other147,701 1,303,132 3,069,512  151,323 627,934 — 
Total 9,084,689 22,918,596 9,864,834 326,720 8,815,772 22,216,311 278,141 
Average Customers
  Residential100,749 90,955 113,350 25,733 96,922 87,757 25,686 
  Commercial and Industrial8,382 8,480 8,535 7,365 8,260 8,407 7,369 
  Other25  105  23 — 
Total 109,156 99,435 121,990 33,098 105,205 96,170 33,055 
(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.