CHESAPEAKE UTILITIES CORP
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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Item 1. Business
Corporate Overview and Strategy
Chesapeake Utilities Corporation is a Delaware corporation formed in 1947 with operations primarily in the Mid-Atlantic region, North Carolina, South Carolina, Florida and Ohio. We are an energy delivery company engaged in the distribution of natural gas, electricity and propane, the transmission of natural gas, the generation of electricity and steam, and in providing related services to our customers. Our strategy is focused on growing earnings from a stable regulated energy delivery foundation and investing in related businesses and services that provide opportunities for returns greater than traditional utility returns. We seek to identify and develop opportunities across the energy value chain, with emphasis on midstream and downstream investments that are accretive to earnings per share, consistent with our long-term growth strategy and create opportunities to continue our record of higher-than-authorized regulated returns. The Company’s growth strategy includes the continued investment and expansion of the Company’s regulated operations that provide a stable base of earnings, as well as investments in other related non-regulated businesses and services including sustainable investments, such as renewable natural gas. By investing in these related businesses and services, the Company creates opportunities to sustain its track record of higher returns, as compared to a traditional utility.
Currently, the Company’s growth strategy is focused on the following platforms, including:•Optimizing the earnings growth in our existing businesses, which includes organic growth, strategic and complimentary acquisitions, territory expansions, and new products and services as well as increased opportunities to transform the Company with a focus on people, process, technology and organizational structure.•Identification and pursuit of additional pipeline expansions, including new interstate and intrastate transmission projects.•Growth of Marlin Gas Services’ CNG transport business and expansion into LNG and RNG transport services as well as methane capture.•Identifying and undertaking additional strategic propane acquisitions that provide a larger foundation in current markets and expand our brand and presence into new strategic growth markets.•Pursuit of growth opportunities that enable us to utilize our integrated set of energy delivery businesses to participate in sustainable energy investments.
Operating Segments
We conduct operations within two reportable segments: Regulated Energy and Unregulated Energy. The remainder of our operations is presented as "Other businesses and eliminations." These segments are described below in detail.
Regulated Energy
Overview
Our regulated energy businesses are comprised of natural gas and electric distribution, as well as natural gas transmission services.
On November 30, 2023, we completed the acquisition of FCG for $923.4 million in cash, including working capital adjustments as defined in the agreement, pursuant to the previously disclosed stock purchase agreement with Florida Power & Light Company. Upon completion of the acquisition, FCG became a wholly-owned subsidiary of the Company and is included within our Regulated Energy segment. FCG serves approximately 120,000 residential and commercial natural gas customers across eight counties in Florida, including Miami-Dade, Broward, Brevard, Palm Beach, Hendry, Martin, St. Lucie and Indian River. Its natural gas system includes approximately 3,800 miles of distribution main and 80 miles of transmission pipe. Results for FCG are included within our consolidated results from the acquisition date.
The following table presents net income for the year ended December 31, 2023 and total assets as of December 31, 2023, by operation and area served:
Chesapeake Utilities Corporation 2023 Form 10-K Page 3
| Operations | Areas Served | Net Income (Loss) | Total Assets |
|---|---|---|---|
| (in thousands) | |||
| Natural Gas Distribution | |||
| Delmarva Natural Gas (1) | Delaware/Maryland | $9,256 | $407,089 |
| Florida Natural Gas (2) | Florida | 23,840 | 545,952 |
| Florida City Gas (3) | Florida | (3,256) | 1,010,998 |
| Natural Gas Transmission | |||
| Eastern Shore | Delaware/Maryland/Pennsylvania | 23,284 | 480,147 |
| Peninsula Pipeline | Florida | 12,195 | 154,301 |
| Aspire Energy Express | Ohio | 417 | 6,746 |
| Electric Distribution | |||
| FPU | Florida | 3,727 | 176,348 |
| Total Regulated Energy | $69,463 | $2,781,581 | |
(1)Delmarva Natural Gas consists of Delaware division, Maryland division, Sandpiper Energy and Elkton Gas.
(2)In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution business in Florida (FPU, FPU-Indiantown division, FPU-Fort Meade division and Chesapeake Utilities' CFG division) have been consolidated and amounts are now being presented on a consolidated basis consistent with the final rate order.
(3)FCG net income (loss) includes results from the acquisition date, including transaction-related expenses attributable to the acquisition. For additional information on FCG's results, see discussion under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Revenues in the Regulated Energy segment are based on rates regulated by the PSC in the states in which we operate or, in the case of Eastern Shore, which is an interstate business, by the FERC. The rates are designed to generate revenues to recover all prudent operating and financing costs and provide a reasonable return for our stockholders. Each of our distribution and transmission operations has a rate base, which generally consists of the original cost of the operation's plant (less accumulated depreciation), working capital and other assets. For Delmarva Natural Gas and Eastern Shore, rate base also includes deferred income tax liabilities and other additions or deductions. The Florida Natural Gas regulated energy operations do not include deferred income tax liabilities in their rate base.
Our natural gas and electric distribution operations bill customers at standard rates approved by their respective state PSC. Each state PSC allows us to negotiate rates, based on approved methodologies, for large customers that can switch to other fuels. Some of our customers in Maryland receive propane through underground distribution systems in Worcester County. We bill these customers under PSC-approved rates and include them in the natural gas distribution results and customer statistics.
Our natural gas and electric distribution operations earn profits on the delivery of natural gas or electricity to customers. The cost of natural gas or electricity that we deliver is passed through to customers under PSC-approved fuel cost recovery mechanisms. The mechanisms allow us to adjust our rates on an ongoing basis without filing a rate case to recover changes in the cost of the natural gas and electricity that we purchase for customers. Therefore, while our distribution operating revenues fluctuate with the cost of natural gas or electricity we purchase, our distribution adjusted gross margin is generally not impacted by fluctuations in the cost of natural gas or electricity.
Our natural gas transmission operations bill customers under rate schedules approved by the FERC or at rates negotiated with customers.
Operational Highlights
The following table presents operating revenues, volumes and the average number of customers by customer class for our natural gas and electric distribution operations for the year ended December 31, 2023:
Chesapeake Utilities Corporation 2023 Form 10-K Page 4
| Delmarva Natural Gas Distribution · FloridaNatural Gas Distribution (1) · FloridaCity Gas Distribution (2) · FPUElectricDistribution | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operating Revenues (in thousands) | ||||||||
| Residential | $87,709 | 62% | $50,792 | 30% | $5,042 | 42% | $49,542 | 50% |
| Commercial and Industrial | 54,261 | 38% | 108,913 | 65% | 5,872 | 49% | 52,047 | 52% |
| Other (3) | (997) | <(1)% | 8,655 | 5% | 1,159 | 9% | (2,115) | (2)% |
| Total Operating Revenues | $140,973 | 100% | $168,360 | 100% | $12,073 | 100% | $99,474 | 100% |
| Volumes (in Dts for natural gas/MW Hours for electric) | ||||||||
| Residential | 4,389,934 | 29% | 2,081,045 | 5% | 157,884 | 10% | 300,118 | 44% |
| Commercial and Industrial | 10,230,662 | 69% | 41,498,921 | 94% | 940,028 | 57% | 384,306 | 56% |
| Other | 293,186 | 2% | 627,934 | 1% | 549,132 | 33% | — | —% |
| Total Volumes | 14,913,782 | 100% | 44,207,900 | 100% | 1,647,044 | 100% | 684,424 | 100% |
| Average Number of Customers (4) | ||||||||
| Residential | 97,666 | 92% | 88,384 | 91% | 112,585 | 93% | 25,719 | 78% |
| Commercial and Industrial | 8,246 | 8% | 8,415 | 9% | 8,587 | 7% | 7,372 | 22% |
| Other | 23 | <1% | 6 | <1% | 6 | <1% | — | —% |
| Total Average Number of Customers | 105,935 | 100% | 96,805 | 100% | 121,178 | 100% | 33,091 | 100% |
(1) In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution business in Florida (FPU, FPU-Indiantown division, FPU-Fort Meade division and Chesapeake Utilities' CFG division) have been consolidated and amounts are now being presented on a consolidated basis consistent with the final rate order.
(2)Operating revenues and volumes for FCG include amounts from the acquisition date. Customer totals for FCG reflect actual amounts at December 31, 2023 since the period from the acquisition covered only one month. For additional information on FCG's results, see discussion under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
(3)Operating Revenues from "Other" sources include revenue, 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.
(4)Average number of customers is based on the twelve-month average for the year ended December 31, 2023.
The following table presents operating revenues, by customer type, for Eastern Shore and Peninsula Pipeline for the year ended December 31, 2023, as well as contracted firm transportation capacity by customer type, and design day capacity at December 31, 2023. Aspire Energy Express has been excluded from the table below and had operating revenue of $1.5 million and firm transportation capacity of 300,000 Dts/d for the year ended December 31, 2023:
| Eastern Shore · Peninsula Pipeline | ||||
|---|---|---|---|---|
| Operating Revenues (in thousands) | ||||
| Local distribution companies - affiliated (1) | $34,050 | 43% | $24,324 | 80% |
| Local distribution companies - non-affiliated | 22,163 | 28% | 2,449 | 8% |
| Commercial and industrial - affiliated | — | —% | 1,651 | 5% |
| Commercial and industrial - non-affiliated | 23,439 | 29% | 534 | 2% |
| Other (2) | 271 | <1% | 1,442 | 5% |
| Total Operating Revenues | $79,923 | 100% | $30,400 | 100% |
| Contracted firm transportation capacity (in Dts/d) | ||||
| Local distribution companies - affiliated | 160,595 | 51% | 351,976 | 39% |
| Local distribution companies - non-affiliated | 56,576 | 18% | 534,825 | 59% |
| Commercial and industrial - affiliated | — | —% | 8,300 | 1% |
| Commercial and industrial - non-affiliated | 98,540 | 31% | 5,100 | 1% |
| Total Contracted firm transportation capacity | 315,711 | 100% | 900,201 | 100% |
| Design day capacity (in Dts/d) | 315,711 | 100% | 900,201 | 100% |
(1)Eastern Shore's and Peninsula Pipeline's service to our local distribution affiliates is based on the respective regulator's approved rates and is an integral component of the cost associated with providing natural gas supplies to the end users of those affiliates. We eliminate operating revenues of these entities against the natural gas costs of those affiliates in our consolidated financial information; however, our local distribution affiliates include this amount in their purchased fuel cost and recover it through fuel cost recovery mechanisms.
(2) Operating revenues from "Other" sources are from the rental of gas properties.
Chesapeake Utilities Corporation 2023 Form 10-K Page 5
Regulatory Overview
The following table highlights key regulatory information for each of our principal Regulated Energy operations. Peninsula Pipeline and Aspire Energy Express are not regulated with regard to cost of service by either the Florida PSC or Ohio PUC respectively, or the FERC and are therefore excluded from the table. See Item 8, Financial Statements and Supplementary Data (Note 18, Rates and Other Regulatory Activities, in the consolidated financial statements) for further discussion on the impact of this legislation on our regulated businesses.
| Natural Gas Distribution | ||||||||
|---|---|---|---|---|---|---|---|---|
| Delmarva · Florida · Electric Distribution · Natural Gas Transmission | ||||||||
| Operation/Division | Delaware | Maryland (1) | Sandpiper (1) | Elkton Gas (1) (2) | Florida Natural Gas | Florida City Gas | FPU | Eastern Shore |
| Regulatory Agency · Delaware PSC · Maryland PSC · Florida PSC · FERC | ||||||||
| Effective date - Last Rate Order | 01/01/2017 | 12/1/2007 | 12/01/2019 | 02/07/2019 | 3/1/23 | 6/9/23 | 10/8/2020 | 08/01/2017 |
| Rate Base (in Rates) (in Millions) | Not stated | Not stated | Not stated | Not stated | $453.7 | $487.3 | $24.9 | Not stated |
| Annual Rate Increase Approved (in Millions) | $2.3 | $0.6 | N/A(3) | $0.1 | $17.2 | $14.1 | $3.4 base rate and $7.7 from storm surcharge | $9.8 |
| Capital Structure (in rates) (4)* | Not stated | LTD: 42% STD: 5% Equity: 53% | Not stated | LTD: 50% Equity: 50% | LTD: 33%STD: 5% Equity: 45% Other: 17% | LTD: 31% STD: 4% Equity: 53% Other: 12% | LTD: 22% STD: 23% Equity: 55% | Not stated |
| Allowed Return on Equity (5) | 9.75% | 10.75% | Not stated (6) | 9.80% | 10.25% | 9.50% | 10.25% (7) | Not stated |
| TJCA Refund Status associated with customer rates | Refunded | Refunded | Refunded | N/A | Retained | Refunded | Refunded | Refunded |
(1)In January 2024, our 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. The outcome of the application is subject to review and approval by the Maryland PSC.
(2)The rate increase and allowed return on equity for Elkton Gas were approved by the Maryland PSC before we acquired the company.
(3)The Maryland PSC approved a declining return on equity.
(4)Other components of capital structure include customer deposits, deferred income taxes and tax credits.
(5)Allowed after-tax return on equity.
(6)The terms of the agreement include revenue neutral rates for the first year (December 1, 2016 through November 30, 2017), followed by a schedule of rate reductions in subsequent years based upon the projected rate of propane to natural gas conversions.
(7) The terms of the settlement agreement for the FPU electric division limited proceeding with the Florida PSC prescribed an authorized return on equity range of 9.25 to 11.25 percent, with a mid-point of 10.25 percent.
- LTD-Long-term debt; STD-Short-term debt.
Chesapeake Utilities Corporation 2023 Form 10-K Page 6
In May 2022, our legacy natural gas distribution businesses filed a consolidated natural gas rate case with the Florida PSC. The application included a request for the following: (i) permanent rate relief of approximately $24.1 million, effective January 1, 2023; (ii) a depreciation study also submitted with the filing; (iii) authorization to make certain changes to tariffs to include the consolidation of rates and rate structure across the businesses and to unify the Florida natural gas distribution businesses under FPU; (iv) authorization to retain the acquisition adjustment recorded at the time of the FPU merger in our revenue requirement; and (v) authorization to establish an environmental remediation surcharge for the purposes of addressing future expected remediation costs for FPU MGP sites. In August 2022, interim rates were approved by the Florida PSC in the amount of approximately $7.7 million on an annualized basis, effective for all meter readings in September 2022. The discovery process and subsequent hearings were concluded during the fourth quarter of 2022 and briefs were submitted in the same quarter of 2022. In January 2023, the Florida PSC approved the application for consolidation and permanent rate relief of approximately $17.2 million on an annual basis. Actual rates in connection with the rate relief were approved by the Florida PSC in February 2023 with an effective date of March 1, 2023.
In May 2022, FCG filed a general base rate increase with the Florida PSC based on a projected 2023 test year. In June 2023, the Florida PSC issued an order approving a single total base revenue increase of $23.3 million (which included an incremental increase of $14.1 million, a previously approved increase of $3.8 million for a liquefied natural gas facility, and $5.3 million to transfer the SAFE investments from a rider clause to base rates), with new rates becoming effective as of May 1, 2023. The Commission also approved FCG's proposed reserve surplus amortization mechanism ("RSAM") with a $25.0 million reserve amount, continuation and expansion of the capital SAFE program, implementation of an automated metering infrastructure pilot, and continuation of the storm damage reserve with a target reserve of $0.8 million. On June 23, 2023, the Florida OPC filed a motion for reconsideration of the PSC’s approval of RSAM, which was denied on September 12, 2023. On July 7, 2023, the Florida OPC filed a notice of appeal with the Florida Supreme Court, which is pending.
The following table presents surcharge and other mechanisms that have been approved by the respective PSC for our regulated energy distribution businesses. These include: Delaware surcharges to expand natural gas service in its service territory as well as for the conversion of propane distribution systems to natural gas; Maryland’s surcharges to fund natural gas conversions and system improvements in Worcester County; Elkton's Strategic Infrastructure Development and Enhanced (STRIDE) plan for accelerated pipeline replacement for older portions of the natural gas distribution system; Florida’s GRIP surcharge which provides accelerated recovery of the costs of replacing older portions of the natural gas distribution system to improve safety and reliability; FCG's SAFE surcharge which provides accelerated recovery of the costs of replacing older portions of that natural gas distribution system to improve safety and reliability; and the Florida electric distribution operation's limited proceeding which allowed recovery of storm-related costs.
| Operation(s)/Division(s) | Jurisdiction | Infrastructure mechanism | Revenue normalization |
|---|---|---|---|
| Delaware division | Delaware | Yes | No |
| Maryland division | Maryland | No | Yes |
| Sandpiper Energy | Maryland | Yes | Yes |
| Elkton Gas | Maryland | Yes | Yes |
| Florida Natural Gas | Florida | Yes | No |
| Florida City Gas (1) | Florida | Yes | No |
| FPU electric division | Florida | Yes | No |
(1)See Item 8, Financial Statements and Supplementary Data, Note 18, Rates and Other Regulatory Activities, for additional information related to FCG's RSAM that was approved as part of its rate case effective as of May 1, 2023.
Weather
Weather variations directly influence the volume of natural gas and electricity sold and delivered to residential and commercial customers for heating and cooling and changes in volumes delivered impact the revenue generated from these customers. Natural gas volumes are highest during the winter months, when residential and commercial customers use more natural gas for heating. Demand for electricity is highest during the summer months, when more electricity is used for cooling. We measure the relative impact of weather using degree-days. A degree-day is the measure of the variation in the weather based on the extent to which the average daily temperature falls above or below 65 degrees Fahrenheit. Each degree of temperature below 65 degrees Fahrenheit is counted as one heating degree-day, and each degree of temperature above 65 degrees Fahrenheit is counted as one cooling degree-day. Normal heating and cooling degree-days are based on the most recent 10-year average.
Chesapeake Utilities Corporation 2023 Form 10-K Page 7
Competition
Natural Gas Distribution
While our natural gas distribution operations do not compete directly with other distributors of natural gas for residential and commercial customers in our service areas, we do compete with other natural gas suppliers and alternative fuel providers for sales to industrial customers. Large customers could bypass our natural gas distribution systems and connect directly to intrastate or interstate transmission pipelines, and we compete in all aspects of our natural gas business with alternative energy sources, including electricity, oil, propane and renewables. The most effective means to compete against alternative fuels are lower prices, superior reliability and flexibility of service. Natural gas historically has maintained a price advantage in the residential, commercial and industrial markets, and reliability of natural gas supply and service has been excellent. In addition, we provide flexible pricing to our large customers to minimize fuel switching and protect these volumes and their contributions to the profitability of our natural gas distribution operations.
Natural Gas Transmission
Our natural gas transmission business competes with other interstate and intrastate pipeline companies to provide service to large industrial, generation and distribution customers, primarily in the northern portion of the Delmarva Peninsula and in Florida. Our transmission business in Ohio, Aspire Energy Express, services one customer, Guernsey Power Station, to which it is the sole supplier.
Electric Distribution
While our electric distribution operations do not compete directly with other distributors of electricity for residential and commercial customers in our service areas, we do compete with other electricity suppliers and alternative fuel providers for sales to industrial customers. Some of our large industrial customers may be capable of generating their own electricity, and we structure rates, service offerings and flexibility to retain these customers in order to retain their business and contributions to the profitability of our electric distribution operations.
Supplies, Transmission and Storage
Natural Gas Distribution
Our natural gas distribution operations purchase natural gas from marketers and producers and maintain contracts for transportation and storage with several interstate pipeline companies to meet projected customer demand requirements. We believe that our supply and capacity strategy will adequately meet our customers’ needs over the next several years and we will continue to adapt our supply strategy to meet projected growth in customer demand within our service territories.
The Delmarva natural gas distribution systems are directly connected to Eastern Shore’s pipeline, which has connections to other pipelines that provide us with transportation and storage. These operations can also use propane-air and liquefied natural gas peak-shaving equipment to serve customers. Our Delmarva Peninsula natural gas distribution operations maintain asset management agreements with a third party to manage their natural gas transportation and storage capacity. The current agreements were effective as of April 1, 2023 and expire in March 2026. Our Delmarva operations receive a fee, which we share with our customers, from the asset manager, who optimizes the transportation, storage and natural gas supply for these operations.
Our Florida Natural Gas distribution business uses Peninsula Pipeline and Peoples Gas to transport natural gas where there is no direct connection with FGT. FPU natural gas distribution and Eight Flags entered into separate 10-year asset management agreements with Emera Energy Services, Inc. to manage their natural gas transportation capacity, each of which expires in November 2030. An agreement with Florida Southeast Connection LLC for additional service to Palm Beach County is also in place for an initial term through December 2044. FCG utilizes FGT and Peninsula Pipeline to transport natural gas.
A summary of our pipeline capacity contracts follows:
Chesapeake Utilities Corporation 2023 Form 10-K Page 8
| Maximum Daily Firm Transportation Capacity (Dts) · Contract Expiration Date | |||
|---|---|---|---|
| Division | Pipeline | ||
| Delmarva Natural Gas Distribution | Eastern Shore | 160,595 | 2024-2035 |
| Columbia Gas (1) | 5,246 | 2024-2026 | |
| Transco (1) | 30,419 | 2024-2028 | |
| TETLP (1) | 50,000 | 2027 | |
| Florida Natural Gas | Gulfstream (2) | 10,000 | 2032 |
| FGT | 47,409 - 78,817 | 2025-2041 | |
| Peninsula Pipeline | 346,200 | 2033-2048 | |
| Peoples Gas | 12,160 | 2024 | |
| Florida Southeast Connection LLC | 5,000 | 2044 | |
| Southern Natural Gas Company | 1,500 | 2029 | |
| Florida City Gas | FGT | 32,235 - 68,955 | 2030 |
| Peninsula Pipeline | 15,000 | 2033 - 2043 | |
(1) Transco, Columbia Gas and TETLP are interstate pipelines interconnected with Eastern Shore's pipeline.
(2)Pursuant to a capacity release program approved by the Florida PSC, all of the capacity under this agreement has been released to various third parties. Under the terms of these capacity release agreements, Chesapeake Utilities is contingently liable to Gulfstream should any party, that acquired the capacity through release, fail to pay the capacity charge.
Eastern Shore has three agreements with Transco for a total of 7,292 Dts/d of firm daily storage injection and withdrawal entitlements and total storage capacity of 288,003 Dts. These agreements expire in March 2028. Eastern Shore retains these firm storage services in order to provide swing transportation service and firm storage service to customers requesting such services.
Aspire Energy Express, our Ohio intrastate pipeline subsidiary, entered into a precedent agreement to provide natural gas transportation capacity to Guernsey Power Station, who completed construction of its power generation facility in Guernsey County, Ohio in January 2023. Aspire Energy Express completed construction of the gas transmission facilities in the fourth quarter of 2021 and began billing for transportation services in the first quarter of 2022.
Electric Distribution
Our Florida electric distribution operation purchases wholesale electricity under the power supply contracts summarized below:
| Area Served by Contract | Counterparty | Contracted Amount (MW) | Contract Expiration Date |
|---|---|---|---|
| Northwest Florida | Gulf Power Company | Full Requirement* | 2026 |
| Northeast Florida | Florida Power & Light Company | Full Requirement* | 2026 |
| Northeast Florida | Eight Flags | 21 | 2036 |
| Northeast Florida | Rayonier | 1.7 to 3.0 | 2036 |
| Northeast Florida | WestRock Company | As-available | N/A |
*The counter party is obligated to provide us with the electricity to meet our customers’ demand, which may vary.
Chesapeake Utilities Corporation 2023 Form 10-K Page 9
Unregulated Energy
Overview
The following table presents net income for the year ended December 31, 2023 and total assets as of December 31, 2023, for our Unregulated Energy segment by operation and area served:
| Operations | Area Served | Net Income (Loss) | Total Assets |
|---|---|---|---|
| (in thousands) | |||
| Propane Operations (Sharp, Diversified Energy, FPU and Flo-gas) | Delaware, Maryland, Virginia, Pennsylvania, North Carolina, South Carolina, Florida | $13,587 | $191,164 |
| Energy Transmission (Aspire Energy) | Ohio | 3,080 | 145,183 |
| Energy Generation (Eight Flags) | Florida | 2,235 | 37,805 |
| Marlin Gas Services | The Entire U.S. | 432 | 54,256 |
| Sustainable investments and other (1) | Various | (1,697) | 48,994 |
| Total | $17,637 | $477,402 | |
(1) Includes our renewable natural gas projects that are in various stages of development.
Propane Operations
Our propane operations sell propane to residential, commercial/industrial, wholesale and AutoGas customers, in the Mid-Atlantic region, North Carolina, South Carolina and Florida, through Sharp Energy, Inc., Sharpgas, Inc., Diversified Energy, FPU and Flo-gas. We deliver to and bill our propane customers based on two primary customer types: bulk delivery customers and metered customers. Bulk delivery customers receive deliveries into tanks at their location. We invoice and record revenues for these customers at the time of delivery. Metered customers are either part of an underground propane distribution system or have a meter installed on the tank at their location. We invoice and recognize revenue for these customers based on their consumption as dictated by scheduled meter reads. As a member of AutoGas Alliance, we install and support propane vehicle conversion systems for vehicle fleets and provide on-site fueling infrastructure.
Propane Operations - Operational Highlights
For the year ended December 31, 2023, operating revenues, volumes sold and average number of customers by customer class for our propane operations were as follows:
| Operating Revenues (in thousands) · Volumes (in thousands of gallons) · Average Number of Customers (1) | ||||||
|---|---|---|---|---|---|---|
| Residential bulk | $46,913 | 30% | 15,187 | 21% | 59,483 | 70% |
| Residential metered | 13,931 | 9% | 4,457 | 6% | 17,387 | 21% |
| Commercial bulk | 37,541 | 24% | 21,242 | 30% | 7,703 | 9% |
| Commercial metered | 1,809 | 1% | 574 | 1% | 202 | <1% |
| Wholesale | 25,073 | 16% | 24,876 | 35% | 35 | <1% |
| AutoGas | 7,045 | 5% | 4,949 | 7% | 76 | <1% |
| Other (2) | 22,436 | 15% | — | —% | — | —% |
| Total | $154,748 | 100% | 71,285 | 100% | 84,886 | 100% |
(1)Average number of customers is based on a twelve-month average for the year ended December 31, 2023. Excludes customers from the propane acquisition that closed in December 2023. See Note 4 under Item 8, Financial Statements and Supplementary Data, for additional information on this acquisition.
(2) Operating revenues from "Other" sources include revenues from customer loyalty programs; delivery, service and appliance fees; and unbilled revenues.
Chesapeake Utilities Corporation 2023 Form 10-K Page 10
Competition
Our propane operations compete with national and local independent companies primarily on the basis of price and service. Propane is generally a cheaper fuel for home heating than oil and electricity but more expensive than natural gas. Our propane operations are largely concentrated in areas that are not currently served by natural gas distribution systems.
Supplies, Transportation and Storage
We purchase propane from major oil companies and independent natural gas liquids producers. Propane is transported by truck and rail to our bulk storage facilities in Pennsylvania, Delaware, Maryland, Virginia, North Carolina, South Carolina and Florida which have a total storage capacity of 8.9 million gallons. Deliveries are made from these facilities by truck to tanks located on customers’ premises or to central storage tanks that feed our underground propane distribution systems. While propane supply has traditionally been adequate, significant fluctuations in weather, closing of refineries and disruption in supply chains, could cause temporary reductions in available supplies.
Weather
Propane revenues are affected by seasonal variations in temperature and weather conditions, which directly influence the volume of propane used by our customers. Our propane revenues are typically highest during the winter months when propane is used for heating. Sustained warmer-than-normal temperatures will tend to reduce propane use, while sustained colder-than-normal temperatures will tend to increase consumption.
Unregulated Energy Transmission and Supply (Aspire Energy)
Aspire Energy owns approximately 2,800 miles of natural gas pipeline systems in 40 counties in Ohio. The majority of Aspire Energy’s revenues are derived from long-term supply agreements with Columbia Gas of Ohio and Consumers Gas Cooperative ("CGC"), which together serve more than 22,000 end-use customers. Aspire Energy purchases natural gas to serve these customers from conventional producers in the Marcellus and Utica natural gas production areas. In October 2021, Aspire Energy completed construction of its Noble Road Landfill RNG pipeline project, which began transporting RNG generated from the landfill to Aspire Energy’s pipeline system in January of 2022, displacing conventionally produced natural gas. In 2023, the RNG volumes represented approximately 10 percent of Aspire Energy’s gas gathering volumes and are anticipated to continue at such rate in 2024 and beyond. In addition, Aspire Energy earns revenue by gathering and processing natural gas for customers.
For the twelve-month period ended December 31, 2023, Aspire Energy's operating revenues and deliveries by customer type were as follows:
| Operating revenues · Deliveries | ||||
|---|---|---|---|---|
| (in thousands) | % of Total | (in thousands Dts) | % of Total | |
| Supply to Columbia Gas of Ohio | $11,694 | 32% | 2,351 | 31% |
| Supply to CGC | 16,844 | 45% | 2,025 | 27% |
| Supply to Marketers | 6,287 | 17% | 3,141 | 41% |
| Other (including natural gas gathering and processing) | 2,314 | 6% | 64 | 1% |
| Total | $37,139 | 100% | 7,581 | 100% |
Energy Generation (Eight Flags)
Eight Flags generates electricity and steam at its CHP plant located on Amelia Island, Florida. The plant is powered by natural gas transported by Peninsula Pipeline and our Florida Natural Gas distribution business and produces approximately 21 MW of electricity and 75,000 pounds per hour of steam. Eight Flags sells the electricity generated from the plant to our Florida electric distribution operation and sells the steam to the customer who owns the site on which the plant is located, both under separate 20-year contracts.
Marlin Gas Services
Marlin Gas Services is a supplier of mobile CNG and virtual pipeline solutions, primarily to utilities and pipelines. Marlin Gas Services provides temporary hold services, pipeline integrity services, emergency services for damaged pipelines and specialized gas services for customers who have unique requirements. These services are provided by a highly trained staff of drivers and maintenance technicians who safely perform these functions throughout the United States. Marlin Gas Services maintains a fleet of CNG trailers, mobile compression equipment, LNG tankers and vaporizers, and an internally developed
Chesapeake Utilities Corporation 2023 Form 10-K Page 11 patented regulator system which allows for delivery of over 7,000 Dts/d of natural gas. Marlin Gas Services continues to actively expand the territories it serves, as well as leveraging its fleet of equipment and patented technologies to serve LNG and RNG market needs.
Sustainable Investments
Our sustainable investments are comprised primarily of our renewable natural gas projects that are in various stages of development. Included in these are the assets and intellectual property of Planet Found that we acquired during the fourth quarter of 2022, whose farm scale anaerobic digestion pilot system and technology produces biogas from poultry litter. In addition, we are constructing a dairy manure RNG facility that we will own and operate at Full Circle Dairy in Madison County, Florida. The project consists of a facility converting dairy manure to RNG and transportation assets to bring the gas to market, with capital expenditures totaling $19.3 million through December 31, 2023. The first injection of RNG is projected to occur in the first half of 2024.
Environmental Matters
See Item 8, Financial Statements and Supplementary Data (see Note 19, Environmental Commitments and Contingencies, in the consolidated financial statements).
Human Capital Initiatives
Our success is the direct result of our employees and our strong culture that fully engages our team and promotes equity, diversity, inclusion, integrity, accountability and reliability. We believe that a combination of diverse team members and an inclusive culture contributes to the success of our Company and to enhanced societal advancement. Each employee is a valued member of our team bringing a diverse perspective to help grow our business and achieve our goals.
Our tradition of serving employees, customers, investors, partners and communities is at the core of our special culture. Our unique culture is grounded in a solid foundation of regulated businesses, but enhanced by an entrepreneurial, innovative and competitive market mindset. Among the ongoing initiatives across our enterprise, we highlight below the importance of our team, our culture of safety, and our commitment to supporting a more sustainable future.
Our Team Drives Our Performance
Our employees are the key to our success. Our leadership and human resources teams are responsible for attracting and retaining top talent and as an equal opportunity employer committed to creating a diverse workforce, we consider all qualified applicants without regard to race, religion, color, sex, national origin, age, sexual orientation, gender identity, disability or veteran status, among other factors. Our senior management team includes a Chief Human Resources Officer, with expertise in diverse candidate recruitment, to ensure that we continue to expand our candidate pools to better reflect the diverse demographics of the communities we serve.
Throughout our organization, we seek to promote from within, reviewing strategic positions regularly and identifying potential internal candidates to fill those positions, evaluating critical job skill sets to identify competency gaps and creating developmental plans to facilitate employee professional growth. We provide training and development programs, including many forms of training on our internal learning platform, as well as tuition reimbursement to promote continued professional growth.
Subsequent to the acquisition of FCG, we had a total of 1,281 employees at December 31, 2023, 196 of whom are union employees represented by two labor unions: the International Brotherhood of Electrical Workers ("IBEW") and the United Food and Commercial Workers Union. The collective bargaining agreements covering our legacy employees with these labor unions expire in 2025. Negotiations began in January 2024 with IBEW for those union employees that joined our Company as part of our acquisition of FCG. We consider our relationships with employees, including those covered by collective bargaining agreements, to be in good standing. We provide a competitive Total Rewards package for our employees including health insurance coverage, wellness initiatives, retirement savings benefits, paid time off, employee assistance programs, educational and tuition reimbursement, competitive pay, career growth oppo rtunities, paid volunteer time, and a culture of recognition.
We listen to our employees and actively seek their input and feedback. Many of the initiatives we have in place are driven by feedback from our employees during an annual survey process or through regular employee engagement. We have also been purposeful in wanting to provide adequate recognition of our employees and their many efforts. Our internal recognition
Chesapeake Utilities Corporation 2023 Form 10-K Page 12 platform was unveiled in 2023 and enables employees to be recognized in real-time for their contributions. Our employees are the backbone of our continued growth and success.
We have an established an equity, diversity and inclusion ("EDI") Council which recommends and promotes our EDI strategy, advises our employee resource groups ("ERGs") and works with our operating units and support teams on EDI initiatives. The EDI Council’s charter includes the following objectives:
Build a more diverse and inclusive workforce
Promote a culture of understanding, equality and inclusion
Educate employees about the benefits of diversity at Chesapeake Utilities
Support community programs and organizations that are diverse and inclusive
Provide guidance on EDI matters for the Company
The EDI Council includes members of our leadership team, the chairs of each of our ERGs and other individuals in key support roles. The CEO receives a regular report on the achievements of the EDI Council, strategic direction of initiatives, resource needs and issues that require policy decisions or other actions.
Our first ERG was established in 2019, and as of December 31, 2023, there were ten active ERGs meeting throughout the Company. ERGs are voluntary, employee-led groups that focus on shared identities, affinities and experiences and seek to apply those perspectives to initiatives that create value throughout the Company. The ERGs support their members' personal growth and professional development, and help develop learning programs and community service opportunities throughout the Company. ERGs also help foster a sense of belonging by creating a deep and intentional community that extends beyond an employee’s day-to-day team and colleagues into a companywide network.
Workplace Health and Safety
We believe that there is nothing more important than the safety of our team, our customers and our communities. We are committed to ensuring safety is at the center of our culture and the way we do business. The importance of safety is exhibited throughout the entire organization, with the direction and tone set by both the Board of Directors and our President and CEO, and evidenced through required attendance at monthly safety meetings, routine safety training and the inclusion of safety moments at key team meetings. Additionally, we remain committed to providing products and services to our customers in a safe and reliable manner.
To maintain safety as a priority, our employees remain committed and work together to ensure that our plans, programs, policies and behaviors are aligned with our aspirations as a Company. The achievement of superior safety performance is both an important short-term and long-term strategic initiative in managing our operations. Our state-of-the art training facility, Safety Town, located in Dover, Delaware, now serves as a resource for training our employees who build, maintain and operate our natural gas infrastructure, offering hands-on training and fully immersive, on-the-job field experiences. First responders and other community partners also benefit from the simulated environment and conditions they could encounter as they enter homes in the community. Construction is underway for our second Safety Town facility in Florida, and we are excited to begin utilizing this facility in 2024.
Driving Sustainability across the Company
Consistent with our culture of teamwork, the focus on sustainability is supported and shared across our organization by the dedication and efforts of our Board of Directors and its Committees, as well as the entrepreneurship and dedication of our team. As stewards of long-term enterprise value, the Board of Directors is committed to overseeing the sustainability of the Company, its environmental stewardship initiatives, its safety and operational compliance practices, and to promoting equity, diversity and inclusion that reflects the diverse communities we serve. Our ESG Committee brings together a cross-functional team of leaders across the organization responsible for identifying, assessing, executing and advancing the Company's strategic sustainability initiatives. Our Environmental Sustainability Office identifies and manages emission-reducing projects both internally as well as those that support our customers' sustainability goals. Throughout the year, Chesapeake Utilities drove numerous initiatives in support of its sustainability focus, including but not limited to:
Constructed an RNG injection point in Yulee, Florida, providing a pathway to market for produced RNG, and progressed on construction of our first RNG production facility in Lee, Florida;
Chesapeake Utilities Corporation 2023 Form 10-K Page 13
Completed an expansion of our intrastate transmission pipeline to Vero Beach, Florida, increasing the availability of natural gas to the area;
Served as an industry anchor partner in the Mid-Atlantic Clean Hydrogen Hub (MACH2 TM), which was awarded federal funding of up to $750 million in October 2023; MACH2 TM is a collaboration between Delaware, southern New Jersey and southeastern Pennsylvania;
In Delaware, filed a first-of-its-kind energy efficiency program focused on natural gas; pending approval from the Delaware PSC, the program will be implemented in 2024;
Our Florida Natural Gas distribution business received approval for its 10-year GUARD program to remove accessibility challenges and replace older problematic distribution lines and services, increasing employee, customer, and community safety; FCG received approval to extend its similar program, SAFE, for 10 more years;
Provided Healthy Pantry Naming Sponsor-level support and donated several recycled benches from our Pipe Recycling Project for the new 70,000 square foot Food Bank of Delaware facility located in Milford, Delaware;
Rolled out our “Chesapeake Connections Program,” connecting new team members with a “connection buddy” outside of their department for the first few months of employment;
Introduced two new ERGs in 2023 – “PRIDE,” which is focused on providing a sense of acceptance and belonging for everyone in the Chesapeake Utilities family, and “GREEN,” which is passionate about the environment and committed to reducing societal impacts on the planet; and
Named a 2023 Champion of Board Diversity by The Forum of Executive Women.
Information About Executive Officers
Set forth below are the names, ages, and positions of our executive officers with their recent business experience. The age of each officer is as of the filing date of this Annual Report.
| Name | Age | Executive Officer Since | Offices Held During the Past Five Years |
|---|---|---|---|
| Jeffry M. Householder | 66 | 2010 | Chairman of the Board of Directors (May 2023 - present) President (January 2019 - present) Chief Executive Officer (January 2019 - present) Director (January 2019 - present)President of FPU (June 2010 - February 2019) |
| Beth W. Cooper | 57 | 2005 | Executive Vice President (February 2019 - present)Chief Financial Officer (September 2008 - present) Senior Vice President (September 2008 - February 2019)Treasurer (January 2022 - present) Assistant Corporate Secretary (March 2015 - present) |
| James F. Moriarty | 66 | 2015 | Executive Vice President (February 2019 - present) General Counsel & Corporate Secretary (March 2015 - present) Chief Policy and Risk Officer (February 2019 - present) Senior Vice President (February 2017 - February 2019) Vice President (March 2015 - February 2017) |
| Kevin J. Webber | 65 | 2010 | Chief Development Officer (January 2022 - present)Senior Vice President (February 2019 - present) President FPU (February 2019 - December 2019) Vice President Gas Operations and Business Development Florida Business Units (July 2010 - February 2019) |
| Jeffrey S. Sylvester | 54 | 2019 | Chief Operating Officer (January 2022 - present)Senior Vice President (December 2019 - present) Vice President Black Hills Energy (October 2012 - December 2019) |
Available Information on Corporate Governance Documents
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and amendments to these reports that we file with or furnish to the SEC at their website, www.sec.gov, are also available free of charge at our website, www.chpk.com, as soon as reasonably practicable after we electronically file these reports with, or furnish these reports to the SEC. The content of this website is not part of this Annual Report.
In addition, the following documents are available free of charge on our website, www.chpk.com:
Business Code of Ethics and Conduct applicable to all employees, officers and directors;
Chesapeake Utilities Corporation 2023 Form 10-K Page 14
Code of Ethics for Financial Officers;
Corporate Governance Guidelines; and
Charters for the Audit Committee, Compensation Committee, Investment Committee, and Corporate Governance Committee of the Board of Directors.
Any of these reports or documents may also be obtained by writing to: Corporate Secretary; c/o Chesapeake Utilities Corporation, 500 Energy Lane Suite 100, Dover, DE 19901.
Chesapeake Utilities Corporation 2023 Form 10-K Page 15
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.