|
|
|
|
FORM 10-Q
|
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
CHESAPEAKE UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
|
||
|
|
|
Delaware
|
|
51-0064146
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock - par value per share $0.4867
|
CPK
|
New York Stock Exchange, Inc.
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
ITEM 1.
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 4.
|
||
|
|
|
|
|
|
ITEM 1.
|
||
|
|
|
ITEM 1A.
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 5.
|
||
|
|
|
ITEM 6.
|
||
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands, except shares and per share data)
|
|
|
|
|
|
|
|
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
||||||||
Regulated Energy
|
|
$
|
74,580
|
|
|
$
|
72,770
|
|
|
$
|
251,601
|
|
|
$
|
252,667
|
|
Unregulated Energy and other
|
|
18,046
|
|
|
20,630
|
|
|
96,029
|
|
|
103,435
|
|
||||
Total Operating Revenues
|
|
92,626
|
|
|
93,400
|
|
|
347,630
|
|
|
356,102
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
|
||||||||
Regulated Energy cost of sales
|
|
19,619
|
|
|
21,501
|
|
|
74,452
|
|
|
89,741
|
|
||||
Unregulated Energy and other cost of sales
|
|
5,709
|
|
|
9,512
|
|
|
36,975
|
|
|
49,196
|
|
||||
Operations
|
|
32,623
|
|
|
31,449
|
|
|
99,596
|
|
|
97,723
|
|
||||
Maintenance
|
|
3,920
|
|
|
3,208
|
|
|
11,199
|
|
|
10,419
|
|
||||
Gain from a settlement
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
||||
Depreciation and amortization
|
|
11,219
|
|
|
10,487
|
|
|
33,612
|
|
|
29,739
|
|
||||
Other taxes
|
|
5,178
|
|
|
4,364
|
|
|
15,282
|
|
|
13,446
|
|
||||
Total Operating Expenses
|
|
78,268
|
|
|
80,521
|
|
|
270,986
|
|
|
290,134
|
|
||||
Operating Income
|
|
14,358
|
|
|
12,879
|
|
|
76,644
|
|
|
65,968
|
|
||||
Other expense, net
|
|
(350
|
)
|
|
(4
|
)
|
|
(729
|
)
|
|
(168
|
)
|
||||
Interest charges
|
|
5,403
|
|
|
4,357
|
|
|
16,583
|
|
|
11,764
|
|
||||
Income from Continuing Operations Before Income Taxes
|
|
8,605
|
|
|
8,518
|
|
|
59,332
|
|
|
54,036
|
|
||||
Income Taxes on Continuing Operations
|
|
2,360
|
|
|
2,428
|
|
|
15,355
|
|
|
14,918
|
|
||||
Income from Continuing Operations
|
|
6,245
|
|
|
6,090
|
|
|
43,977
|
|
|
39,118
|
|
||||
Loss from Discontinued Operations, Net of Tax
|
|
(624
|
)
|
|
(552
|
)
|
|
(1,388
|
)
|
|
(339
|
)
|
||||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
16,403,776
|
|
|
16,378,545
|
|
|
16,396,646
|
|
|
16,366,608
|
|
||||
Diluted
|
|
16,453,867
|
|
|
16,428,439
|
|
|
16,444,231
|
|
|
16,416,255
|
|
||||
Basic Earnings Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
||||||||
Earnings from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
2.68
|
|
|
$
|
2.39
|
|
Earnings from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
Basic Earnings Per Share of Common Stock
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
2.60
|
|
|
$
|
2.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
||||||||
Earnings from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
2.67
|
|
|
$
|
2.38
|
|
Earnings from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
Diluted Earnings Per Share of Common Stock
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
2.59
|
|
|
$
|
2.36
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Employee Benefits, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost, net of tax of $(5), $(5), $(15) and $(16), respectively
|
|
(14
|
)
|
|
(14
|
)
|
|
(43
|
)
|
|
(42
|
)
|
||||
Net gain, net of tax of $39, $38, $125 and $118, respectively
|
|
114
|
|
|
100
|
|
|
355
|
|
|
317
|
|
||||
Cash Flow Hedges, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on commodity contract cash flow hedges, net of tax of $152, $257, $496 and $(70), respectively
|
|
324
|
|
|
644
|
|
|
1,193
|
|
|
(83
|
)
|
||||
Total Other Comprehensive Income, net of tax
|
|
424
|
|
|
730
|
|
|
1,505
|
|
|
192
|
|
||||
Comprehensive Income
|
|
$
|
6,045
|
|
|
$
|
6,268
|
|
|
$
|
44,094
|
|
|
$
|
38,971
|
|
Assets
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
(in thousands, except shares and per share data)
|
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
|
||||
Regulated Energy
|
|
$
|
1,407,371
|
|
|
$
|
1,297,416
|
|
Unregulated Energy
|
|
250,826
|
|
|
236,440
|
|
||
Other businesses and eliminations
|
|
30,596
|
|
|
34,585
|
|
||
Total property, plant and equipment
|
|
1,688,793
|
|
|
1,568,441
|
|
||
Less: Accumulated depreciation and amortization
|
|
(330,479
|
)
|
|
(294,089
|
)
|
||
Plus: Construction work in progress
|
|
102,640
|
|
|
108,584
|
|
||
Net property, plant and equipment
|
|
1,460,954
|
|
|
1,382,936
|
|
||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
4,320
|
|
|
6,089
|
|
||
Trade and other receivables (less allowance for uncollectible accounts of $1,350 and $1,058, respectively)
|
|
34,504
|
|
|
53,837
|
|
||
Accrued revenue
|
|
11,538
|
|
|
22,640
|
|
||
Propane inventory, at average cost
|
|
4,370
|
|
|
9,791
|
|
||
Other inventory, at average cost
|
|
6,037
|
|
|
7,127
|
|
||
Regulatory assets
|
|
6,633
|
|
|
4,796
|
|
||
Storage gas prepayments
|
|
2,158
|
|
|
3,433
|
|
||
Income taxes receivable
|
|
11,100
|
|
|
15,300
|
|
||
Prepaid expenses
|
|
10,571
|
|
|
10,079
|
|
||
Derivative assets, at fair value
|
|
—
|
|
|
82
|
|
||
Other current assets
|
|
2,489
|
|
|
5,682
|
|
||
Current assets held for sale
|
|
21,155
|
|
|
52,681
|
|
||
Total current assets
|
|
114,875
|
|
|
191,537
|
|
||
Deferred Charges and Other Assets
|
|
|
|
|
||||
Goodwill
|
|
21,516
|
|
|
21,568
|
|
||
Other intangible assets, net
|
|
3,272
|
|
|
3,850
|
|
||
Investments, at fair value
|
|
8,536
|
|
|
6,711
|
|
||
Operating lease right-of-use assets (refer to Note 16)
|
|
12,004
|
|
|
—
|
|
||
Regulatory assets
|
|
77,030
|
|
|
72,422
|
|
||
Other assets
|
|
8,874
|
|
|
6,985
|
|
||
Noncurrent assets held for sale
|
|
7,179
|
|
|
7,662
|
|
||
Total deferred charges and other assets
|
|
138,411
|
|
|
119,198
|
|
||
Total Assets
|
|
$
|
1,714,240
|
|
|
$
|
1,693,671
|
|
Capitalization and Liabilities
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
(in thousands, except shares and per share data)
|
|
|
|
|
||||
Capitalization
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
||||
Preferred stock, par value $0.01 per share (authorized 2,000,000 shares), no shares issued and outstanding
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, par value $0.4867 per share (authorized 50,000,000 shares)
|
|
7,984
|
|
|
7,971
|
|
||
Additional paid-in capital
|
|
257,436
|
|
|
255,651
|
|
||
Retained earnings
|
|
284,694
|
|
|
261,530
|
|
||
Accumulated other comprehensive loss
|
|
(5,403
|
)
|
|
(6,713
|
)
|
||
Deferred compensation obligation
|
|
4,505
|
|
|
3,854
|
|
||
Treasury stock
|
|
(4,505
|
)
|
|
(3,854
|
)
|
||
Total stockholders’ equity
|
|
544,711
|
|
|
518,439
|
|
||
Long-term debt, net of current maturities
|
|
375,810
|
|
|
316,020
|
|
||
Total capitalization
|
|
920,521
|
|
|
834,459
|
|
||
Current Liabilities
|
|
|
|
|
||||
Current portion of long-term debt
|
|
75,600
|
|
|
11,935
|
|
||
Short-term borrowing
|
|
224,744
|
|
|
294,458
|
|
||
Accounts payable
|
|
53,150
|
|
|
98,681
|
|
||
Customer deposits and refunds
|
|
29,629
|
|
|
32,620
|
|
||
Accrued interest
|
|
4,891
|
|
|
2,317
|
|
||
Dividends payable
|
|
6,644
|
|
|
6,060
|
|
||
Accrued compensation
|
|
10,362
|
|
|
13,923
|
|
||
Regulatory liabilities
|
|
5,691
|
|
|
7,883
|
|
||
Derivative liabilities, at fair value
|
|
2,216
|
|
|
1,604
|
|
||
Other accrued liabilities
|
|
15,210
|
|
|
10,081
|
|
||
Current liabilities held for sale
|
|
18,110
|
|
|
48,672
|
|
||
Total current liabilities
|
|
446,247
|
|
|
528,234
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
|
||||
Deferred income taxes
|
|
165,492
|
|
|
156,820
|
|
||
Regulatory liabilities
|
|
133,966
|
|
|
135,039
|
|
||
Environmental liabilities
|
|
6,713
|
|
|
7,638
|
|
||
Other pension and benefit costs
|
|
27,890
|
|
|
28,513
|
|
||
Operating lease - liabilities (refer to Note 16)
|
|
10,392
|
|
|
—
|
|
||
Deferred investment tax credits and other liabilities
|
|
3,019
|
|
|
2,968
|
|
||
Total deferred credits and other liabilities
|
|
347,472
|
|
|
330,978
|
|
||
Environmental and other commitments and contingencies (Notes 6 and 7)
|
|
|
|
|
||||
Total Capitalization and Liabilities
|
|
$
|
1,714,240
|
|
|
$
|
1,693,671
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
(in thousands)
|
|
|
|
|
||||
Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
34,049
|
|
|
30,176
|
|
||
Depreciation and accretion included in other costs
|
|
6,380
|
|
|
6,464
|
|
||
Deferred income taxes
|
|
8,789
|
|
|
11,047
|
|
||
Realized (gain) loss on commodity contracts/sale of assets/investments
|
|
(1,087
|
)
|
|
4,015
|
|
||
Unrealized gain on investments/commodity contracts
|
|
(1,025
|
)
|
|
(427
|
)
|
||
Employee benefits and compensation
|
|
1,163
|
|
|
456
|
|
||
Share-based compensation
|
|
2,305
|
|
|
2,535
|
|
||
Other, net
|
|
—
|
|
|
(35
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable and accrued revenue
|
|
51,997
|
|
|
32,988
|
|
||
Propane inventory, storage gas and other inventory
|
|
7,996
|
|
|
6,379
|
|
||
Regulatory assets/liabilities, net
|
|
(7,160
|
)
|
|
3,899
|
|
||
Prepaid expenses and other current assets
|
|
13,959
|
|
|
(1,533
|
)
|
||
Accounts payable and other accrued liabilities
|
|
(51,550
|
)
|
|
(9,590
|
)
|
||
Income taxes receivable
|
|
4,200
|
|
|
6,053
|
|
||
Customer deposits and refunds
|
|
(2,992
|
)
|
|
136
|
|
||
Accrued compensation
|
|
(3,747
|
)
|
|
(2,804
|
)
|
||
Other assets and liabilities, net
|
|
(1,927
|
)
|
|
(542
|
)
|
||
Net cash provided by operating activities
|
|
103,939
|
|
|
127,996
|
|
||
Investing Activities
|
|
|
|
|
||||
Property, plant and equipment expenditures
|
|
(139,315
|
)
|
|
(171,410
|
)
|
||
Proceeds from sale of assets
|
|
327
|
|
|
565
|
|
||
Environmental expenditures
|
|
(925
|
)
|
|
(322
|
)
|
||
Net cash used in investing activities
|
|
(139,913
|
)
|
|
(171,167
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Common stock dividends
|
|
(18,235
|
)
|
|
(16,171
|
)
|
||
Issuance of stock under the Dividend Reinvestment Plan
|
|
(536
|
)
|
|
(518
|
)
|
||
Tax withholding payments related to net settled stock compensation
|
|
(692
|
)
|
|
(1,210
|
)
|
||
Change in cash overdrafts due to outstanding checks
|
|
(2,855
|
)
|
|
712
|
|
||
Net borrowings (repayments) under line of credit agreements
|
|
(66,859
|
)
|
|
16,612
|
|
||
Proceeds from long-term debt
|
|
129,817
|
|
|
74,901
|
|
||
Repayment of long-term debt, long-term borrowing under the Revolver and capital lease obligation
|
|
(6,435
|
)
|
|
(30,554
|
)
|
||
Net cash provided by financing activities
|
|
34,205
|
|
|
43,772
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(1,769
|
)
|
|
601
|
|
||
Cash and Cash Equivalents—Beginning of Period
|
|
6,089
|
|
|
5,614
|
|
||
Cash and Cash Equivalents—End of Period
|
|
$
|
4,320
|
|
|
$
|
6,215
|
|
|
Common Stock (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(in thousands, except shares and per share data)
|
Number of
Shares(2)
|
|
Par
Value
|
|
Additional Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Loss
|
|
Deferred
Compensation
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
Balance at June 30, 2018
|
16,378,545
|
|
|
$
|
7,971
|
|
|
$
|
255,356
|
|
|
$
|
250,377
|
|
|
$
|
(5,717
|
)
|
|
$
|
3,782
|
|
|
$
|
(3,782
|
)
|
|
$
|
507,987
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,538
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|||||||
Dividend declared ($0.3700 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,110
|
)
|
|||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation and tax benefit (3)(4)
|
—
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|||||||
Treasury stock activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
(36
|
)
|
|
—
|
|
|||||||
Balance at September 30, 2018
|
16,378,545
|
|
|
$
|
7,971
|
|
|
$
|
255,509
|
|
|
$
|
249,805
|
|
|
$
|
(4,987
|
)
|
|
$
|
3,818
|
|
|
$
|
(3,818
|
)
|
|
$
|
508,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2017
|
16,344,442
|
|
|
$
|
7,955
|
|
|
$
|
253,470
|
|
|
$
|
229,141
|
|
|
$
|
(4,272
|
)
|
|
$
|
3,395
|
|
|
$
|
(3,395
|
)
|
|
$
|
486,294
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
38,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,779
|
|
|||||||
Cumulative effect of the adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,498
|
)
|
|||||||
Reclassification upon the adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
907
|
|
|
(907
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|||||||
Dividend declared ($1.065 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,524
|
)
|
|||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Share-based compensation and tax benefit (3)(4)
|
34,103
|
|
|
16
|
|
|
2,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,057
|
|
|||||||
Treasury stock activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|
(423
|
)
|
|
—
|
|
|||||||
Balance at September 30, 2018
|
16,378,545
|
|
|
$
|
7,971
|
|
|
$
|
255,509
|
|
|
$
|
249,805
|
|
|
$
|
(4,987
|
)
|
|
$
|
3,818
|
|
|
$
|
(3,818
|
)
|
|
$
|
508,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at June 30, 2019
|
16,403,776
|
|
|
$
|
7,984
|
|
|
$
|
256,385
|
|
|
$
|
285,762
|
|
|
$
|
(5,747
|
)
|
|
$
|
4,694
|
|
|
$
|
(4,694
|
)
|
|
544,384
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,621
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|||||||
Dividend declared ($0.4050 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,689
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,689
|
)
|
|||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Share-based compensation and tax benefit (3) (4)
|
|
|
—
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
||||||||
Treasury stock activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
189
|
|
|
—
|
|
|||||||
Balance at September 30, 2019
|
16,403,776
|
|
|
$
|
7,984
|
|
|
$
|
257,436
|
|
|
$
|
284,694
|
|
|
$
|
(5,403
|
)
|
|
$
|
4,505
|
|
|
$
|
(4,505
|
)
|
|
$
|
544,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2018
|
16,378,545
|
|
|
$
|
7,971
|
|
|
$
|
255,651
|
|
|
$
|
261,530
|
|
|
$
|
(6,713
|
)
|
|
$
|
3,854
|
|
|
$
|
(3,854
|
)
|
|
$
|
518,439
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
42,589
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,589
|
|
|||||||
Prior period reclassification
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|||||||
Dividend declared ($1.1800 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,540
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,540
|
)
|
|||||||
Dividend reinvestment plan
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Share-based compensation and tax benefit (3) (4)
|
25,231
|
|
|
13
|
|
|
1,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,801
|
|
|||||||
Treasury stock activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
651
|
|
|
(651
|
)
|
|
—
|
|
|||||||
Balance at September 30, 2019
|
16,403,776
|
|
|
$
|
7,984
|
|
|
$
|
257,436
|
|
|
$
|
284,694
|
|
|
$
|
(5,403
|
)
|
|
$
|
4,505
|
|
|
$
|
(4,505
|
)
|
|
$
|
544,711
|
|
(1)
|
2,000,000 shares of preferred stock at $0.01 par value have been authorized. No shares have been issued or are outstanding; accordingly, no information has been included in the statements of stockholders’ equity.
|
(2)
|
Includes 94,923 shares at September 30, 2019, 97,053 shares at December 31, 2018, 96,622 shares at September 30, 2018 and 90,961 shares at December 31, 2017, respectively, held in a Rabbi Trust related to our Non-Qualified Deferred Compensation Plan.
|
(3)
|
Includes amounts for shares issued for directors’ compensation.
|
(4)
|
The shares issued under the SICP are net of shares withheld for employee taxes. For the nine months ended September 30, 2019 and 2018, we withheld 7,635 and 16,918 shares, respectively, for employee taxes.
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended
September 30, 2019
|
||||||||||||
|
Operating Revenue
|
|
Operating Income
|
|
Operating Revenue
|
|
Operating Income
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
||||||||
Marlin Gas Services
|
$
|
1,059
|
|
|
$
|
68
|
|
|
$
|
4,601
|
|
|
$
|
1,491
|
|
Ohl propane acquisition
|
$
|
149
|
|
|
$
|
(35
|
)
|
|
$
|
1,146
|
|
|
$
|
177
|
|
2.
|
Calculation of Earnings Per Share
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands, except shares and per share data)
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Basic Earnings Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Income from Continuing Operations
|
|
$
|
6,245
|
|
|
$
|
6,090
|
|
|
$
|
43,977
|
|
|
$
|
39,118
|
|
Loss from Discontinued Operations
|
|
(624
|
)
|
|
(552
|
)
|
|
(1,388
|
)
|
|
(339
|
)
|
||||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
|
16,403,776
|
|
|
16,378,545
|
|
|
16,396,646
|
|
|
16,366,608
|
|
||||
Earnings from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
2.68
|
|
|
$
|
2.39
|
|
Earnings from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
Basic Earnings Per Share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
2.60
|
|
|
$
|
2.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Calculation of Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Income from Continuing Operations
|
|
$
|
6,245
|
|
|
$
|
6,090
|
|
|
$
|
43,977
|
|
|
$
|
39,118
|
|
Loss from Discontinued Operations
|
|
(624
|
)
|
|
(552
|
)
|
|
(1,388
|
)
|
|
(339
|
)
|
||||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted shares outstanding—Basic
|
|
16,403,776
|
|
|
16,378,545
|
|
|
16,396,646
|
|
|
16,366,608
|
|
||||
Effect of dilutive securities—Share-based compensation
|
|
50,091
|
|
|
49,894
|
|
|
47,585
|
|
|
49,647
|
|
||||
Adjusted denominator—Diluted
|
|
16,453,867
|
|
|
16,428,439
|
|
|
16,444,231
|
|
|
16,416,255
|
|
||||
Diluted Earnings Per Share from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
2.67
|
|
|
$
|
2.38
|
|
Diluted Earnings Per Share from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
||||
Diluted Earnings Per Share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
2.59
|
|
|
$
|
2.36
|
|
3.
|
Discontinued Operations
|
•
|
PESCO’s Florida retail operations were sold to Gas South. The initial closing for the transaction was completed in November 2019 with subsequent closings expected for December 2019 and January 2020.
|
•
|
PESCO’s other non-Florida retail operations and contracts were sold to UET in October 2019.
|
•
|
PESCO’s Mid-Atlantic wholesale contracts and Chesapeake Utilities’ Delaware division, Maryland division and Sandpiper Energy asset management agreements were sold to NJRES in October 2019.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||||
|
|
September 30,
|
|
September 30,
|
|||||||||||||||
(in thousands)
|
|
2019 (1)
|
|
2018 (2)
|
|
2019 (1)
|
|
2018 (2)
|
|||||||||||
Operating revenues
|
|
$
|
34,271
|
|
|
$
|
51,619
|
|
|
$
|
152,573
|
|
|
$
|
181,976
|
|
|||
Cost of sales
|
|
33,763
|
|
|
50,888
|
|
|
149,464
|
|
|
177,463
|
|
|||||||
Other operating expenses
|
|
1,361
|
|
|
1,574
|
|
|
4,818
|
|
|
4,791
|
|
|||||||
Operating loss
|
|
(853
|
)
|
|
(843
|
)
|
|
(1,709
|
)
|
|
(278
|
)
|
|||||||
Interest and other expense
|
|
75
|
|
|
80
|
|
|
243
|
|
|
248
|
|
|||||||
Loss from Discontinued Operations before income taxes
|
|
(928
|
)
|
|
(923
|
)
|
|
(1,952
|
)
|
|
(526
|
)
|
|||||||
Income tax benefit
|
|
(304
|
)
|
|
(371
|
)
|
|
(564
|
)
|
|
(187
|
)
|
|||||||
Loss from Discontinued Operations, net of tax
|
|
$
|
(624
|
)
|
|
$
|
(552
|
)
|
|
$
|
(1,388
|
)
|
|
$
|
(339
|
)
|
|
|
September 30,
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||||
Property, plant and equipment
|
|
$
|
1,203
|
|
|
$
|
1,242
|
|
||
Less: accumulated depreciation
|
|
(334
|
)
|
|
(206
|
)
|
||||
Net property, plant and equipment (1)
|
|
869
|
|
|
1,036
|
|
||||
Current assets
|
|
21,155
|
|
|
52,681
|
|
||||
Deferred charges and other assets (1)
|
|
6,310
|
|
|
6,626
|
|
||||
Assets of Discontinued Operations held for sale
|
|
$
|
28,334
|
|
|
$
|
60,343
|
|
||
|
|
|
|
|
|
|||||
Current liabilities
|
|
$
|
18,110
|
|
|
$
|
48,672
|
|
||
Liabilities of Discontinued Operations held for sale
|
|
$
|
18,110
|
|
|
$
|
48,672
|
|
||
Net assets
|
|
$
|
10,224
|
|
|
$
|
11,671
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Depreciation and amortization
|
|
$
|
437
|
|
|
$
|
437
|
|
Property, plant and equipment expenditures
|
|
$
|
—
|
|
|
$
|
72
|
|
Deferred income taxes
|
|
$
|
513
|
|
|
$
|
403
|
|
Realized gain on commodity contracts
|
|
$
|
623
|
|
|
$
|
3,295
|
|
|
|
Three months ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||||
(in thousands)
|
|
Regulated Energy
|
|
Unregulated Energy
|
|
Other and Eliminations
|
|
Total
|
|
Regulated Energy
|
|
Unregulated Energy
|
|
Other and Eliminations
|
|
Total
|
||||||||||||||||
Energy distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Delaware natural gas division
|
|
$
|
6,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,953
|
|
|
$
|
7,010
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,010
|
|
Florida natural gas division
|
|
6,710
|
|
|
—
|
|
|
—
|
|
|
6,710
|
|
|
6,282
|
|
|
—
|
|
|
—
|
|
|
6,282
|
|
||||||||
FPU electric distribution
|
|
24,174
|
|
|
—
|
|
|
—
|
|
|
24,174
|
|
|
23,830
|
|
|
—
|
|
|
—
|
|
|
23,830
|
|
||||||||
FPU natural gas distribution
|
|
17,908
|
|
|
—
|
|
|
—
|
|
|
17,908
|
|
|
17,390
|
|
|
—
|
|
|
—
|
|
|
17,390
|
|
||||||||
Maryland natural gas division
|
|
2,634
|
|
|
—
|
|
|
—
|
|
|
2,634
|
|
|
2,463
|
|
|
—
|
|
|
—
|
|
|
2,463
|
|
||||||||
Sandpiper natural gas/propane operations
|
|
3,673
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|
3,561
|
|
|
—
|
|
|
—
|
|
|
3,561
|
|
||||||||
Total energy distribution
|
|
62,052
|
|
|
—
|
|
|
—
|
|
|
62,052
|
|
|
60,536
|
|
|
—
|
|
|
—
|
|
|
60,536
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy transmission
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Aspire Energy
|
|
—
|
|
|
4,247
|
|
|
—
|
|
|
4,247
|
|
|
—
|
|
|
5,750
|
|
|
—
|
|
|
5,750
|
|
||||||||
Eastern Shore
|
|
17,573
|
|
|
—
|
|
|
—
|
|
|
17,573
|
|
|
16,189
|
|
|
—
|
|
|
—
|
|
|
16,189
|
|
||||||||
Peninsula Pipeline
|
|
4,442
|
|
|
—
|
|
|
—
|
|
|
4,442
|
|
|
3,404
|
|
|
—
|
|
|
—
|
|
|
3,404
|
|
||||||||
Total energy transmission
|
|
22,015
|
|
|
4,247
|
|
|
—
|
|
|
26,262
|
|
|
19,593
|
|
|
5,750
|
|
|
—
|
|
|
25,343
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy generation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eight Flags
|
|
—
|
|
|
4,027
|
|
|
—
|
|
|
4,027
|
|
|
—
|
|
|
4,044
|
|
|
—
|
|
|
4,044
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Propane operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Propane delivery operations
|
|
—
|
|
|
13,805
|
|
|
—
|
|
|
13,805
|
|
|
—
|
|
|
17,338
|
|
|
—
|
|
|
17,338
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy delivery services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marlin Gas Services
|
|
—
|
|
|
1,059
|
|
|
—
|
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other and eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eliminations
|
|
(9,487
|
)
|
|
(1,254
|
)
|
|
(4,367
|
)
|
|
(15,108
|
)
|
|
(7,359
|
)
|
|
(3,185
|
)
|
|
(3,928
|
)
|
|
(14,472
|
)
|
||||||||
Other
|
|
—
|
|
|
395
|
|
|
134
|
|
|
529
|
|
|
—
|
|
|
476
|
|
|
135
|
|
|
611
|
|
||||||||
Total other and eliminations
|
|
(9,487
|
)
|
|
(859
|
)
|
|
(4,233
|
)
|
|
(14,579
|
)
|
|
(7,359
|
)
|
|
(2,709
|
)
|
|
(3,793
|
)
|
|
(13,861
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total operating revenues (1)
|
|
$
|
74,580
|
|
|
$
|
22,279
|
|
|
$
|
(4,233
|
)
|
|
$
|
92,626
|
|
|
$
|
72,770
|
|
|
$
|
24,423
|
|
|
$
|
(3,793
|
)
|
|
$
|
93,400
|
|
|
|
Nine months ended September 30, 2019
|
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||||||||
(in thousands)
|
|
Regulated Energy
|
|
Unregulated Energy
|
|
Other and Eliminations
|
|
Total
|
|
Regulated Energy
|
|
Unregulated Energy
|
|
Other and Eliminations
|
|
Total
|
||||||||||||||||
Energy distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Delaware natural gas division
|
|
$
|
42,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,758
|
|
|
$
|
50,963
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,963
|
|
Florida natural gas division
|
|
21,625
|
|
|
—
|
|
|
—
|
|
|
21,625
|
|
|
18,462
|
|
|
—
|
|
|
—
|
|
|
18,462
|
|
||||||||
FPU electric distribution
|
|
59,016
|
|
|
—
|
|
|
—
|
|
|
59,016
|
|
|
60,933
|
|
|
—
|
|
|
—
|
|
|
60,933
|
|
||||||||
FPU natural gas distribution
|
|
60,357
|
|
|
—
|
|
|
—
|
|
|
60,357
|
|
|
58,885
|
|
|
—
|
|
|
—
|
|
|
58,885
|
|
||||||||
Maryland natural gas division
|
|
15,867
|
|
|
—
|
|
|
—
|
|
|
15,867
|
|
|
17,136
|
|
|
—
|
|
|
—
|
|
|
17,136
|
|
||||||||
Sandpiper natural gas/propane operations
|
|
14,237
|
|
|
—
|
|
|
—
|
|
|
14,237
|
|
|
16,892
|
|
|
—
|
|
|
—
|
|
|
16,892
|
|
||||||||
Total energy distribution
|
|
213,860
|
|
|
—
|
|
|
—
|
|
|
213,860
|
|
|
223,271
|
|
|
—
|
|
|
—
|
|
|
223,271
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy transmission
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Aspire Energy
|
|
—
|
|
|
23,139
|
|
|
—
|
|
|
23,139
|
|
|
—
|
|
|
23,682
|
|
|
—
|
|
|
23,682
|
|
||||||||
Eastern Shore
|
|
54,368
|
|
|
—
|
|
|
—
|
|
|
54,368
|
|
|
46,289
|
|
|
—
|
|
|
—
|
|
|
46,289
|
|
||||||||
Peninsula Pipeline
|
|
11,573
|
|
|
—
|
|
|
—
|
|
|
11,573
|
|
|
8,469
|
|
|
—
|
|
|
—
|
|
|
8,469
|
|
||||||||
Total energy transmission
|
|
65,941
|
|
|
23,139
|
|
|
—
|
|
|
89,080
|
|
|
54,758
|
|
|
23,682
|
|
|
—
|
|
|
78,440
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy generation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eight Flags
|
|
—
|
|
|
12,405
|
|
|
—
|
|
|
12,405
|
|
|
—
|
|
|
12,652
|
|
|
—
|
|
|
12,652
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Propane operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Propane delivery operations
|
|
—
|
|
|
76,947
|
|
|
—
|
|
|
76,947
|
|
|
—
|
|
|
89,648
|
|
|
—
|
|
|
89,648
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Energy delivery services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Marlin Gas Services
|
|
—
|
|
|
4,601
|
|
|
—
|
|
|
4,601
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other and eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eliminations
|
|
(28,200
|
)
|
|
(9,377
|
)
|
|
(13,351
|
)
|
|
(50,928
|
)
|
|
(25,362
|
)
|
|
(11,679
|
)
|
|
(12,864
|
)
|
|
(49,905
|
)
|
||||||||
Other
|
|
—
|
|
|
1,270
|
|
|
395
|
|
|
1,665
|
|
|
—
|
|
|
1,475
|
|
|
521
|
|
|
1,996
|
|
||||||||
Total other and eliminations
|
|
(28,200
|
)
|
|
(8,107
|
)
|
|
(12,956
|
)
|
|
(49,263
|
)
|
|
(25,362
|
)
|
|
(10,204
|
)
|
|
(12,343
|
)
|
|
(47,909
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total operating revenues (1)
|
|
$
|
251,601
|
|
|
$
|
108,985
|
|
|
$
|
(12,956
|
)
|
|
$
|
347,630
|
|
|
$
|
252,667
|
|
|
$
|
115,778
|
|
|
$
|
(12,343
|
)
|
|
$
|
356,102
|
|
|
|
Trade Receivables
|
|
Contract Assets (Current)
|
|
Contract Assets (Non-current)
|
|
Contract Liabilities (Current)
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Balance at 12/31/2018
|
|
$
|
52,140
|
|
|
$
|
—
|
|
|
$
|
2,614
|
|
|
$
|
480
|
|
Balance at 9/30/2019
|
|
33,205
|
|
|
18
|
|
|
3,255
|
|
|
774
|
|
||||
Increase (decrease)
|
|
$
|
(18,935
|
)
|
|
$
|
18
|
|
|
$
|
641
|
|
|
$
|
294
|
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
||||||||||||||
Eastern Shore and Peninsula Pipeline
|
$
|
9,603
|
|
|
$
|
36,628
|
|
|
$
|
33,293
|
|
|
$
|
26,349
|
|
|
$
|
20,923
|
|
|
$
|
18,744
|
|
|
$
|
192,842
|
|
Natural gas distribution operations
|
1,009
|
|
|
3,646
|
|
|
3,964
|
|
|
5,007
|
|
|
4,609
|
|
|
4,587
|
|
|
31,172
|
|
|||||||
FPU electric distribution
|
74
|
|
|
297
|
|
|
297
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total revenue contracts with remaining performance obligations
|
$
|
10,686
|
|
|
$
|
40,571
|
|
|
$
|
37,554
|
|
|
$
|
31,465
|
|
|
$
|
25,532
|
|
|
$
|
23,331
|
|
|
$
|
224,014
|
|
5.
|
Rates and Other Regulatory Activities
|
|
|
Regulatory Liabilities related to ADIT
|
|
|
|
Operation and Regulatory Jurisdiction
|
|
Amount (in thousands)
|
Status
|
|
Status of Customer Rate impact related to lower federal corporate income tax rate
|
Eastern Shore (FERC)
|
|
$34,190
|
Will be addressed in Eastern Shore's next rate case filing.
|
|
Implemented one-time bill credit (totaling $0.9 million) in April 2018. Customer rates were adjusted in April 2018.
|
Delaware Division (Delaware PSC)
|
|
$12,877
|
PSC approved amortization of ADIT in January 2019.
|
|
Implemented one-time bill credit (totaling $1.5 million) in April 2019. Customer rates were adjusted in March 2019.
|
Maryland Division (Maryland PSC)
|
|
$4,115
|
PSC approved amortization of ADIT in May 2018.
|
|
Implemented one-time bill credit (totaling $0.4 million) in July 2018. Customer rates were adjusted in May 2018.
|
Sandpiper Energy (Maryland PSC)
|
|
$3,778
|
PSC approved amortization of ADIT in May 2018.
|
|
Implemented one-time bill credit (totaling $0.6 million) in July 2018. Customer rates were adjusted in May 2018.
|
Chesapeake Florida Gas Division/Central Florida Gas (Florida PSC)
|
|
$8,289
|
PSC issued order authorizing amortization and retention of net ADIT liability by the Company in February 2019.
|
|
Florida PSC's final order was issued in February 2019. Excluding GRIP, tax savings arising from the TCJA rate reduction will be retained by the Company.
GRIP: Tax savings for 2018 will be refunded to customers in 2020 through the annual GRIP cost recovery mechanism. Future customer GRIP surcharges will be adjusted to reflect tax savings associated with TCJA.
|
FPU Natural Gas (excludes Fort Meade and Indiantown) (Florida PSC)
|
|
$19,168
|
Same treatment on a net basis as Chesapeake Florida Gas Division (above).
|
|
Same treatment on a net basis as Chesapeake Florida Gas Division (above).
|
FPU Fort Meade and Indiantown Divisions
|
|
$295
|
Same treatment on a net basis as Chesapeake Florida Gas Division (above).
|
|
Tax rate reduction: The impact was immaterial for the divisions.
GRIP (Applicable to Fort Meade division only): Same treatment as Chesapeake Florida Gas Division (above).
|
FPU Electric (Florida PSC)
|
|
$5,789
|
In January 2019, PSC issued order approving amortization of ADIT through purchased power cost recovery, storm reserve and rates.
|
|
TCJA benefit will flow back to its customers through a combination of reductions to the fuel cost recovery rate, base rates, as well as application to the storm reserve over the next several years.
|
MGP Site (Jurisdiction)
|
Status
|
Estimated Cost to Clean up
(Expect to Recover through Rates with Customers)
|
West Palm Beach (Florida)
|
Remedial actions approved by the Florida Department of Environmental Protection have been implemented on the east parcel of the site. We expect to implement similar remedial actions on the site's west parcel in 2019.
|
Between $4.5 million to $15.4 million, including costs associated with the relocation of FPU’s operations at this site, and any potential costs associated with future redevelopment of the properties.
|
Sanford (Florida)
|
In March 2018, the United States Environmental Protection Agency ("EPA") approved a "site-wide ready for anticipated use" status, which is the final step before delisting a site. Construction has been completed and restrictive covenants are in place to ensure protection of human health. The only remaining activity is long-term groundwater monitoring.
|
FPU's remaining remediation expenses, including attorneys' fees and costs, are anticipated to be immaterial.
|
Winter Haven (Florida)
|
Remediation is ongoing.
|
Not expected to exceed $0.4 million.
|
Seaford (Delaware)
|
Conducted investigations of on-site and off-site impacts in the vicinity of the site, from 2014 through 2018, and submitted the findings to Delaware Department of Natural Resources and Environmental Control ("DNREC") in a March 2019 report. An interim action involving air-sparging/vapor extraction is being implemented, in accordance with the DNREC-approved Work Plan.
|
Between $0.2 million and $0.5 million.
|
Cambridge (Maryland)
|
Currently in discussions with the MDE.
|
Unable to estimate.
|
7.
|
Other Commitments and Contingencies
|
8.
|
Segment Information
|
•
|
Regulated Energy. Includes energy distribution and transmission services (natural gas distribution, natural gas transmission and electric distribution operations). All operations in this segment are regulated, as to their rates and services, by the PSC having jurisdiction in each operating territory or by the FERC in the case of Eastern Shore.
|
•
|
Unregulated Energy. Includes energy transmission, energy generation (the operations of our Eight Flags' CHP plant), propane operations, and the new mobile compressed natural gas distribution and pipeline solutions subsidiary. Also included in this segment are other unregulated energy services, such as energy-related merchandise sales and heating, ventilation and air conditioning, plumbing and electrical services. These operations are unregulated as to their rates and services. Effective in the third quarter of 2019, the natural gas marketing and related services subsidiary (PESCO), previously reported in the Unregulated Energy segment, are reflected in discontinued operations. See Note 3, Discontinued Operations for additional details of the sale of PESCO.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Operating Revenues, Unaffiliated Customers
|
|
|
|
|
|
|
|
|
||||||||
Regulated Energy
|
|
$
|
74,027
|
|
|
$
|
72,187
|
|
|
$
|
249,978
|
|
|
$
|
251,259
|
|
Unregulated Energy
|
|
18,599
|
|
|
21,213
|
|
|
97,652
|
|
|
104,843
|
|
||||
Total operating revenues, unaffiliated customers
|
|
$
|
92,626
|
|
|
$
|
93,400
|
|
|
$
|
347,630
|
|
|
$
|
356,102
|
|
Intersegment Revenues (1)
|
|
|
|
|
|
|
|
|
||||||||
Regulated Energy
|
|
$
|
553
|
|
|
$
|
583
|
|
|
$
|
1,623
|
|
|
$
|
1,408
|
|
Unregulated Energy
|
|
3,682
|
|
|
3,210
|
|
|
11,332
|
|
|
10,935
|
|
||||
Other businesses
|
|
132
|
|
|
135
|
|
|
396
|
|
|
521
|
|
||||
Total intersegment revenues
|
|
$
|
4,367
|
|
|
$
|
3,928
|
|
|
$
|
13,351
|
|
|
$
|
12,864
|
|
Operating Income
|
|
|
|
|
|
|
|
|
||||||||
Regulated Energy
|
|
$
|
17,540
|
|
|
$
|
15,915
|
|
|
$
|
65,310
|
|
|
$
|
56,930
|
|
Unregulated Energy
|
|
(3,168
|
)
|
|
(3,090
|
)
|
|
11,316
|
|
|
10,519
|
|
||||
Other businesses and eliminations
|
|
(14
|
)
|
|
54
|
|
|
18
|
|
|
(1,481
|
)
|
||||
Operating income
|
|
14,358
|
|
|
12,879
|
|
|
76,644
|
|
|
65,968
|
|
||||
Other expense, net
|
|
(350
|
)
|
|
(4
|
)
|
|
(729
|
)
|
|
(168
|
)
|
||||
Interest charges
|
|
5,403
|
|
|
4,357
|
|
|
16,583
|
|
|
11,764
|
|
||||
Income from Continuing Operations before Income Taxes
|
|
8,605
|
|
|
8,518
|
|
|
59,332
|
|
|
54,036
|
|
||||
Income Taxes on Continuing Operations
|
|
2,360
|
|
|
2,428
|
|
|
15,355
|
|
|
14,918
|
|
||||
Income from Continuing Operations
|
|
$
|
6,245
|
|
|
$
|
6,090
|
|
|
$
|
43,977
|
|
|
$
|
39,118
|
|
Loss from Discontinued Operations, net of tax
|
|
(624
|
)
|
|
(552
|
)
|
|
(1,388
|
)
|
|
(339
|
)
|
||||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Identifiable Assets (1)
|
|
|
|
|
||||
Regulated Energy segment
|
|
$
|
1,384,057
|
|
|
$
|
1,345,805
|
|
Unregulated Energy segment (1)
|
|
250,849
|
|
|
245,702
|
|
||
Other businesses and eliminations
|
|
51,000
|
|
|
41,821
|
|
||
Total identifiable assets (1)
|
|
$
|
1,685,906
|
|
|
$
|
1,633,328
|
|
9.
|
Stockholder's Equity
|
|
|
Defined Benefit
|
|
Commodity
|
|
|
||||||
|
|
Pension and
|
|
Contracts
|
|
|
||||||
|
|
Postretirement
|
|
Cash Flow
|
|
|
||||||
|
|
Plan Items
|
|
Hedges
|
|
Total
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
As of December 31, 2018
|
|
$
|
(5,928
|
)
|
|
$
|
(785
|
)
|
|
$
|
(6,713
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(80
|
)
|
|
1,780
|
|
|
1,700
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
312
|
|
|
(587
|
)
|
|
(275
|
)
|
|||
Net current-period other comprehensive income
|
|
232
|
|
|
1,193
|
|
|
1,425
|
|
|||
Prior-year reclassification
|
|
—
|
|
|
(115
|
)
|
|
(115
|
)
|
|||
As of September 30, 2019
|
|
$
|
(5,696
|
)
|
|
$
|
293
|
|
|
$
|
(5,403
|
)
|
(in thousands)
|
|
|
|
|
|
|
||||||
As of December 31, 2017
|
|
$
|
(4,743
|
)
|
|
$
|
471
|
|
|
$
|
(4,272
|
)
|
Other comprehensive loss before reclassifications
|
|
—
|
|
|
(1,126
|
)
|
|
(1,126
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
275
|
|
|
1,043
|
|
|
1,318
|
|
|||
Net prior-period other comprehensive income/(loss)
|
|
275
|
|
|
(83
|
)
|
|
192
|
|
|||
Stranded tax reclassification to retained earnings
|
|
(1,022
|
)
|
|
115
|
|
|
(907
|
)
|
|||
As of September 30, 2018
|
|
$
|
(5,490
|
)
|
|
$
|
503
|
|
|
$
|
(4,987
|
)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Amortization of defined benefit pension and postretirement plan items:
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit (1)
|
|
$
|
19
|
|
|
$
|
19
|
|
|
$
|
58
|
|
|
$
|
58
|
|
Net loss(1)
|
|
(153
|
)
|
|
(138
|
)
|
|
(480
|
)
|
|
(435
|
)
|
||||
Total before income taxes
|
|
(134
|
)
|
|
(119
|
)
|
|
(422
|
)
|
|
(377
|
)
|
||||
Income tax benefit
|
|
34
|
|
|
33
|
|
|
110
|
|
|
102
|
|
||||
Net of tax
|
|
$
|
(100
|
)
|
|
$
|
(86
|
)
|
|
$
|
(312
|
)
|
|
$
|
(275
|
)
|
Gains and losses on commodity contracts cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Propane swap agreements (2)
|
|
$
|
290
|
|
|
$
|
(276
|
)
|
|
$
|
1,148
|
|
|
$
|
(921
|
)
|
Natural gas swaps (2)(3)
|
|
(4
|
)
|
|
123
|
|
|
7
|
|
|
(358
|
)
|
||||
Natural gas futures (2)(3)
|
|
348
|
|
|
(308
|
)
|
|
(350
|
)
|
|
(171
|
)
|
||||
Total before income taxes
|
|
634
|
|
|
(461
|
)
|
|
805
|
|
|
(1,450
|
)
|
||||
Income tax benefit (expense)
|
|
(179
|
)
|
|
129
|
|
|
(218
|
)
|
|
407
|
|
||||
Net of tax
|
|
455
|
|
|
(332
|
)
|
|
587
|
|
|
(1,043
|
)
|
||||
Total reclassifications for the period
|
|
$
|
355
|
|
|
$
|
(418
|
)
|
|
$
|
275
|
|
|
$
|
(1,318
|
)
|
10.
|
Employee Benefit Plans
|
|
|
Chesapeake
Pension Plan |
|
FPU
Pension Plan |
|
Chesapeake SERP
|
|
Chesapeake
Postretirement Plan |
|
FPU
Medical Plan |
||||||||||||||||||||||||||||||
For the Three Months Ended September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Interest cost
|
|
$
|
104
|
|
|
$
|
94
|
|
|
$
|
614
|
|
|
$
|
570
|
|
|
$
|
16
|
|
|
$
|
21
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Expected return on plan assets
|
|
(127
|
)
|
|
(131
|
)
|
|
(693
|
)
|
|
(770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of net loss
|
|
101
|
|
|
82
|
|
|
128
|
|
|
86
|
|
|
17
|
|
|
25
|
|
|
11
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||||||||
Net periodic cost (benefit)
|
|
78
|
|
|
45
|
|
|
49
|
|
|
(114
|
)
|
|
33
|
|
|
46
|
|
|
2
|
|
|
6
|
|
|
12
|
|
|
12
|
|
||||||||||
Settlement expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of pre-merger regulatory asset
|
|
—
|
|
|
—
|
|
|
162
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||||
Total periodic cost
|
|
$
|
78
|
|
|
$
|
45
|
|
|
$
|
211
|
|
|
$
|
77
|
|
|
$
|
91
|
|
|
$
|
46
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
|
Chesapeake
Pension Plan
|
|
FPU
Pension Plan
|
|
Chesapeake SERP
|
|
Chesapeake
Postretirement
Plan
|
|
FPU
Medical
Plan
|
||||||||||||||||||||||||||||||
For the Nine Months Ended September 30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Interest cost
|
|
$
|
314
|
|
|
$
|
288
|
|
|
$
|
1,844
|
|
|
$
|
1,754
|
|
|
$
|
58
|
|
|
$
|
63
|
|
|
$
|
29
|
|
|
$
|
29
|
|
|
$
|
36
|
|
|
$
|
38
|
|
Expected return on plan assets
|
|
(381
|
)
|
|
(406
|
)
|
|
(2,079
|
)
|
|
(2,318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of net loss
|
|
304
|
|
|
258
|
|
|
386
|
|
|
302
|
|
|
68
|
|
|
75
|
|
|
35
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||||||||||
Net periodic cost (benefit)
|
|
237
|
|
|
140
|
|
|
151
|
|
|
(262
|
)
|
|
126
|
|
|
138
|
|
|
6
|
|
|
16
|
|
|
36
|
|
|
38
|
|
||||||||||
Settlement expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Amortization of pre-merger regulatory asset
|
|
—
|
|
|
—
|
|
|
543
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||||||
Total periodic cost
|
|
$
|
237
|
|
|
$
|
140
|
|
|
$
|
694
|
|
|
$
|
309
|
|
|
$
|
184
|
|
|
$
|
138
|
|
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
42
|
|
|
$
|
44
|
|
For the Three Months Ended September 30, 2019
|
|
Chesapeake
Pension Plan |
|
FPU
Pension Plan |
|
Chesapeake SERP
|
|
Chesapeake
Postretirement Plan |
|
FPU
Medical Plan |
|
Total
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
Net loss
|
|
101
|
|
|
128
|
|
|
17
|
|
|
11
|
|
|
—
|
|
|
257
|
|
||||||
Total recognized in net periodic benefit cost
|
|
101
|
|
|
128
|
|
|
17
|
|
|
(8
|
)
|
|
—
|
|
|
238
|
|
||||||
Recognized from accumulated other comprehensive loss/(gain) (1)
|
|
101
|
|
|
24
|
|
|
17
|
|
|
(8
|
)
|
|
—
|
|
|
134
|
|
||||||
Recognized from regulatory asset
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||
Total
|
|
$
|
101
|
|
|
$
|
128
|
|
|
$
|
17
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
238
|
|
For the Three Months Ended September 30, 2018
|
|
Chesapeake
Pension Plan |
|
FPU
Pension Plan |
|
Chesapeake SERP
|
|
Chesapeake
Postretirement Plan |
|
FPU
Medical Plan |
|
Total
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
Net loss
|
|
82
|
|
|
86
|
|
|
25
|
|
|
15
|
|
|
—
|
|
|
208
|
|
||||||
Total recognized in net periodic benefit cost
|
|
82
|
|
|
86
|
|
|
25
|
|
|
(4
|
)
|
|
—
|
|
|
189
|
|
||||||
Recognized from accumulated other comprehensive loss/(gain) (1)
|
|
82
|
|
|
16
|
|
|
25
|
|
|
(4
|
)
|
|
—
|
|
|
119
|
|
||||||
Recognized from regulatory asset
|
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||||
Total
|
|
$
|
82
|
|
|
$
|
86
|
|
|
$
|
25
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
189
|
|
For the Nine Months Ended September 30, 2019
|
|
Chesapeake
Pension
Plan
|
|
FPU
Pension
Plan
|
|
Chesapeake SERP
|
|
Chesapeake
Postretirement
Plan
|
|
FPU
Medical
Plan
|
|
Total
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
Net loss
|
|
304
|
|
|
386
|
|
|
68
|
|
|
35
|
|
|
—
|
|
|
793
|
|
||||||
Total recognized in net periodic benefit cost
|
|
304
|
|
|
386
|
|
|
68
|
|
|
(23
|
)
|
|
—
|
|
|
735
|
|
||||||
Recognized from accumulated other comprehensive loss/(gain) (1)
|
|
304
|
|
|
73
|
|
|
68
|
|
|
(23
|
)
|
|
—
|
|
|
422
|
|
||||||
Recognized from regulatory asset
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
||||||
Total
|
|
$
|
304
|
|
|
$
|
386
|
|
|
$
|
68
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
735
|
|
For the Nine Months Ended September 30, 2018
|
|
Chesapeake
Pension
Plan
|
|
FPU
Pension
Plan
|
|
Chesapeake SERP
|
|
Chesapeake
Postretirement
Plan
|
|
FPU
Medical
Plan
|
|
Total
|
||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
|
$
|
—
|
|
|
$
|
(58
|
)
|
Net loss
|
|
258
|
|
|
302
|
|
|
75
|
|
|
45
|
|
|
—
|
|
|
680
|
|
||||||
Total recognized in net periodic benefit cost
|
|
258
|
|
|
302
|
|
|
75
|
|
|
(13
|
)
|
|
—
|
|
|
622
|
|
||||||
Recognized from accumulated other comprehensive loss/(gain) (1)
|
|
258
|
|
|
57
|
|
|
75
|
|
|
(13
|
)
|
|
—
|
|
|
377
|
|
||||||
Recognized from regulatory asset
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
||||||
Total
|
|
$
|
258
|
|
|
$
|
302
|
|
|
$
|
75
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
622
|
|
11.
|
Investments
|
(in thousands)
|
September 30,
2019 |
|
December 31,
2018 |
||||
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan)
|
$
|
8,509
|
|
|
$
|
6,689
|
|
Investments in equity securities
|
27
|
|
|
22
|
|
||
Total
|
$
|
8,536
|
|
|
$
|
6,711
|
|
12.
|
Share-Based Compensation
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Awards to non-employee directors
|
|
$
|
158
|
|
|
$
|
135
|
|
|
$
|
463
|
|
|
$
|
404
|
|
Awards to key employees
|
|
1,052
|
|
|
153
|
|
|
1,842
|
|
|
2,728
|
|
||||
Total compensation expense
|
|
1,210
|
|
|
288
|
|
|
2,305
|
|
|
3,132
|
|
||||
Less: tax benefit
|
|
(315
|
)
|
|
(79
|
)
|
|
(600
|
)
|
|
(858
|
)
|
||||
Share-based compensation amounts included in net income
|
|
$
|
895
|
|
|
$
|
209
|
|
|
$
|
1,705
|
|
|
$
|
2,274
|
|
|
|
Number of Shares
|
|
Weighted Average
Fair Value
|
|||
Outstanding—December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
6,759
|
|
|
$
|
93.14
|
|
Vested
|
|
(6,759
|
)
|
|
$
|
93.14
|
|
Outstanding—September 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
|
Number of Shares
|
|
Weighted Average
Fair Value
|
|||
Outstanding—December 31, 2018
|
|
131,741
|
|
|
$
|
67.24
|
|
Granted
|
|
45,016
|
|
|
$
|
94.34
|
|
Vested
|
|
(25,831
|
)
|
|
$
|
67.08
|
|
Expired
|
|
(15,086
|
)
|
|
$
|
69.28
|
|
Outstanding—September 30, 2019
|
|
135,840
|
|
|
$
|
76.05
|
|
13.
|
Derivative Instruments
|
Business unit
|
|
Commodity
|
|
Quantity hedged (in millions)
|
|
Designation
|
|
Longest Expiration date of hedge
|
Sharp
|
|
Propane (gallons)
|
|
11.4
|
|
Cash flows hedges
|
|
June 2022
|
(in thousands)
|
Balance Sheet Location
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Sharp
|
Other Current Assets
|
|
$
|
2,488
|
|
|
$
|
2,170
|
|
PESCO
|
Other Current Assets
|
|
$
|
(524
|
)
|
|
$
|
2,810
|
|
|
|
Derivative Assets
|
||||||||
|
|
|
|
Fair Value As Of
|
||||||
(in thousands)
|
|
Balance Sheet Location
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Derivatives designated as fair value hedges
|
|
|
|
|
|
|
||||
Propane put options
|
|
Derivative assets, at fair value
|
|
$
|
—
|
|
|
$
|
71
|
|
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
||||
Propane swap agreements
|
|
Derivative assets, at fair value
|
|
—
|
|
|
11
|
|
||
Total asset derivatives
|
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
|
Derivative Liabilities
|
||||||||
|
|
|
|
Fair Value As Of
|
||||||
(in thousands)
|
|
Balance Sheet Location
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
||||
Propane swap agreements
|
|
Derivative liabilities, at fair value
|
|
$
|
2,216
|
|
|
$
|
1,604
|
|
Total liability derivatives
|
|
|
|
$
|
2,216
|
|
|
$
|
1,604
|
|
|
|
|
|
Amount of Gain (Loss) on Derivatives:
|
||||||||||||||
|
|
Location of Gain
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
|
(Loss) on Derivatives
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Propane swap agreements
|
|
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Propane swap agreements
|
|
Cost of sales
|
|
290
|
|
|
(276
|
)
|
|
1,148
|
|
|
(921
|
)
|
||||
Propane swap agreements
|
|
Other comprehensive income (loss)
|
|
(1,139
|
)
|
|
296
|
|
|
(624
|
)
|
|
(590
|
)
|
||||
Natural gas swap contracts
|
|
Other comprehensive income (loss)
|
|
4
|
|
|
(25
|
)
|
|
(63
|
)
|
|
563
|
|
||||
Natural gas futures contracts
|
|
Other comprehensive income (loss)
|
|
1,612
|
|
|
630
|
|
|
2,376
|
|
|
(241
|
)
|
||||
Total
|
|
|
|
$
|
767
|
|
|
$
|
625
|
|
|
$
|
2,837
|
|
|
$
|
(1,202
|
)
|
(in thousands)
|
|
Carrying Amount of Hedged Item
|
Cumulative Adjustment Included in Carrying Amount of Hedged Item
|
||||||||||
Balance Sheet Location of Hedged Items
|
|
At September 30, 2019
|
At December 31, 2018
|
At September 30, 2019
|
At December 31, 2018
|
||||||||
Inventory
|
|
$
|
—
|
|
$
|
212
|
|
$
|
—
|
|
$
|
—
|
|
14.
|
Fair Value of Financial Instruments
|
|
|
|
|
Fair Value Measurements Using:
|
||||||||||||
As of September 30, 2019
|
|
Fair Value
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments—equity securities
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments—guaranteed income fund
|
|
806
|
|
|
—
|
|
|
—
|
|
|
806
|
|
||||
Investments—mutual funds and other
|
|
7,703
|
|
|
7,703
|
|
|
—
|
|
|
—
|
|
||||
Total investments
|
|
8,536
|
|
|
7,730
|
|
|
—
|
|
|
806
|
|
||||
Derivative assets (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
8,536
|
|
|
$
|
7,730
|
|
|
$
|
—
|
|
|
$
|
806
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities (1)
|
|
$
|
2,216
|
|
|
$
|
—
|
|
|
$
|
2,216
|
|
|
$
|
—
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
(in thousands)
|
|
|
|
||||
Beginning Balance
|
$
|
686
|
|
|
$
|
648
|
|
Purchases and adjustments
|
123
|
|
|
64
|
|
||
Transfers
|
—
|
|
|
(29
|
)
|
||
Distribution
|
(14
|
)
|
|
(12
|
)
|
||
Investment income
|
11
|
|
|
8
|
|
||
Ending Balance
|
$
|
806
|
|
|
$
|
679
|
|
15.
|
Long-Term Debt
|
|
|
September 30,
|
|
December 31,
|
||||
(in thousands)
|
|
2019
|
|
2018
|
||||
FPU secured first mortgage bonds (1) :
|
|
|
|
|
||||
9.08% bond, due June 1, 2022
|
|
$
|
7,989
|
|
|
$
|
7,986
|
|
Uncollateralized senior notes:
|
|
|
|
|
||||
5.50% note, due October 12, 2020
|
|
4,000
|
|
|
4,000
|
|
||
5.93% note, due October 31, 2023
|
|
13,500
|
|
|
15,000
|
|
||
5.68% note, due June 30, 2026
|
|
20,300
|
|
|
23,200
|
|
||
6.43% note, due May 2, 2028
|
|
6,300
|
|
|
7,000
|
|
||
3.73% note, due December 16, 2028
|
|
20,000
|
|
|
20,000
|
|
||
3.88% note, due May 15, 2029
|
|
50,000
|
|
|
50,000
|
|
||
3.25% note, due April 30, 2032
|
|
70,000
|
|
|
70,000
|
|
||
3.48% note, due May 31, 2038
|
|
50,000
|
|
|
50,000
|
|
||
3.58% note, due November 30, 2038
|
|
50,000
|
|
|
50,000
|
|
||
3.98% note, due August 20, 2039
|
|
100,000
|
|
|
—
|
|
||
Term Note due January 21, 2020
|
|
30,000
|
|
|
30,000
|
|
||
Term Note due February 28, 2020
|
|
30,000
|
|
|
—
|
|
||
Promissory notes
|
|
—
|
|
|
26
|
|
||
Finance lease obligation
|
|
—
|
|
|
1,310
|
|
||
Less: debt issuance costs
|
|
(679
|
)
|
|
(567
|
)
|
||
Total long-term debt
|
|
451,410
|
|
|
327,955
|
|
||
Less: current maturities
|
|
(75,600
|
)
|
|
(11,935
|
)
|
||
Total long-term debt, net of current maturities
|
|
$
|
375,810
|
|
|
$
|
316,020
|
|
|
|
Total Borrowing Capacity
|
|
Less: Amount of Debt Issued
|
|
Less: Unfunded Commitments
|
|
Remaining Borrowing Capacity
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Shelf Agreement
|
|
|
|
|
|
|
|
|
||||||||
Prudential Shelf Agreement
|
|
$
|
220,000
|
|
|
$
|
(170,000
|
)
|
|
$
|
—
|
|
|
$
|
50,000
|
|
MetLife Shelf Agreement
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||
NYL Shelf Agreement
|
|
150,000
|
|
|
(100,000
|
)
|
|
—
|
|
|
50,000
|
|
||||
Total
|
|
$
|
520,000
|
|
|
$
|
(270,000
|
)
|
|
$
|
—
|
|
|
$
|
250,000
|
|
16.
|
Leases
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
|
September 30,
|
|
September 30,
|
||||||||||||
( in thousands)
|
|
Classification
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating lease cost (1)
|
|
Operations expense
|
|
$
|
638
|
|
|
$
|
1,055
|
|
|
$
|
1,926
|
|
|
$
|
2,860
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of lease assets
|
|
Depreciation and amortization
|
|
—
|
|
|
364
|
|
|
650
|
|
|
1,083
|
|
||||
Interest on lease liabilities
|
|
Interest expense
|
|
—
|
|
|
11
|
|
|
5
|
|
|
42
|
|
||||
Net lease cost
|
|
|
|
$
|
638
|
|
|
$
|
1,430
|
|
|
$
|
2,581
|
|
|
$
|
3,985
|
|
(in thousands)
|
|
Balance sheet classification
|
|
Amount
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
12,004
|
|
Total lease assets
|
|
|
|
$
|
12,004
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease liabilities
|
|
Other accrued liabilities
|
|
$
|
1,694
|
|
Noncurrent
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease - liabilities
|
|
10,392
|
|
|
Total lease liabilities
|
|
|
|
$
|
12,086
|
|
|
|
At September 30, 2019
|
|
Weighted-average remaining lease term (in years)
|
|
|
|
Operating leases
|
|
8.9
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
3.8
|
%
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Operating cash flows from operating leases
|
|
$
|
1,580
|
|
|
$
|
2,272
|
|
Operating cash flows from finance leases
|
|
$
|
5
|
|
|
$
|
42
|
|
Financing cash flows from finance leases
|
|
$
|
650
|
|
|
$
|
1,083
|
|
(in thousands)
|
|
Operating
Leases (1)
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2019
|
|
$
|
612
|
|
|
$
|
—
|
|
|
$
|
612
|
|
2020
|
|
2,104
|
|
|
—
|
|
|
2,104
|
|
|||
2021
|
|
1,866
|
|
|
—
|
|
|
1,866
|
|
|||
2022
|
|
1,705
|
|
|
—
|
|
|
1,705
|
|
|||
2023
|
|
1,709
|
|
|
—
|
|
|
1,709
|
|
|||
2024
|
|
1,463
|
|
|
—
|
|
|
1,463
|
|
|||
Thereafter
|
|
4,916
|
|
|
—
|
|
|
4,916
|
|
|||
Total lease payments
|
|
$
|
14,375
|
|
|
$
|
—
|
|
|
$
|
14,375
|
|
Less: Interest
|
|
2,289
|
|
|
—
|
|
|
2,289
|
|
|||
Present value of lease liabilities
|
|
$
|
12,086
|
|
|
$
|
—
|
|
|
$
|
12,086
|
|
Year(s)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected payments
|
|
$2,335
|
|
$1,993
|
|
$1,761
|
|
$1,689
|
|
$1,642
|
|
$5,397
|
|
$14,817
|
Our strategy is to consistently produce industry-leading total shareholder returns by profitably investing capital into opportunities that leverage our skills and expertise in energy distribution and transmission to achieve high levels of service and growth. The key elements of our strategy include:
•
capital investment in growth opportunities that generate our target returns;
•
expanding our energy distribution and transmission operations within our existing service areas as well as into new geographic areas;
•
providing new services in our current service areas;
•
expanding our footprint in potential growth markets through strategic acquisitions;
•
entering new energy markets and businesses that complement our existing operations and growth strategy; and
•
operating as a customer-centric full-service energy supplier/partner/provider of safe and reliable service.
Our employees strive to build meaningful connections that generate opportunities to grow our businesses, develop new markets, and enrich the communities in which we live, work and serve.
|
|
|
Three Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands except per share)
|
|
|
|
|
|
|
||||||
Business Segment:
|
|
|
|
|
|
|
||||||
Regulated Energy segment
|
|
$
|
17,540
|
|
|
$
|
15,915
|
|
|
$
|
1,625
|
|
Unregulated Energy segment
|
|
(3,168
|
)
|
|
(3,090
|
)
|
|
(78
|
)
|
|||
Other businesses and eliminations
|
|
(14
|
)
|
|
54
|
|
|
(68
|
)
|
|||
Operating Income
|
|
14,358
|
|
|
12,879
|
|
|
1,479
|
|
|||
Other expense, net
|
|
(350
|
)
|
|
(4
|
)
|
|
(346
|
)
|
|||
Interest charges
|
|
5,403
|
|
|
4,357
|
|
|
1,046
|
|
|||
Income from Continuing Operations Before Income Taxes
|
|
8,605
|
|
|
8,518
|
|
|
87
|
|
|||
Income Taxes on Continuing Operations
|
|
2,360
|
|
|
2,428
|
|
|
(68
|
)
|
|||
Income from Continuing operations
|
|
6,245
|
|
|
6,090
|
|
|
155
|
|
|||
Loss from Discontinued Operations
|
|
(624
|
)
|
|
(552
|
)
|
|
(72
|
)
|
|||
Net Income
|
|
$
|
5,621
|
|
|
$
|
5,538
|
|
|
$
|
83
|
|
Basic Earnings Per Share of Common Stock
|
|
|
|
|
|
|
||||||
Earnings from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.01
|
|
Earnings from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|||
Basic Earnings Per Share of Common Stock
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share of Common Stock
|
|
|
|
|
|
|
||||||
Earnings from Continuing Operations
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
|
$
|
0.01
|
|
Earnings from Discontinued Operations
|
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|||
Diluted Earnings Per Share of Common Stock
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
—
|
|
(in thousands, except per share data)
|
|
Pre-tax
Income |
|
Net
Income |
|
Earnings
Per Share |
||||||
Third Quarter of 2018 Reported Results from Continuing Operations
|
|
$
|
8,518
|
|
|
$
|
6,090
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
||||||
Increased (Decreased) Gross Margins:
|
|
|
|
|
|
|
||||||
Eastern Shore and Peninsula Pipeline service expansions (including related Florida natural gas distribution operation expansions)*
|
|
2,312
|
|
|
1,678
|
|
|
0.10
|
|
|||
Margin contribution from Marlin Gas Services and Ohl*
|
|
1,088
|
|
|
790
|
|
|
0.05
|
|
|||
Natural gas distribution growth (excluding service expansions)
|
|
791
|
|
|
574
|
|
|
0.04
|
|
|||
Increased retail propane margins per gallon
|
|
470
|
|
|
341
|
|
|
0.02
|
|
|||
Sandpiper's margin from natural gas conversions
|
|
224
|
|
|
162
|
|
|
0.01
|
|
|||
Increased margin primarily from the storm recovery surcharge for Florida electric distribution operations
|
|
169
|
|
|
122
|
|
|
0.01
|
|
|||
TCJA impact from the 2019 retained tax savings for certain Florida natural gas operations*
|
|
109
|
|
|
79
|
|
|
0.01
|
|
|||
Aspire Energy higher gas supply costs
|
|
(233
|
)
|
|
(169
|
)
|
|
(0.01
|
)
|
|||
Florida GRIP* (1)
|
|
(144
|
)
|
|
(104
|
)
|
|
(0.01
|
)
|
|||
|
|
4,786
|
|
|
3,473
|
|
|
0.22
|
|
|||
|
|
|
|
|
|
|
||||||
(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
|
|
|
|
|
|
|
||||||
Depreciation, amortization and property tax costs due to growth investments
|
|
(1,152
|
)
|
|
(836
|
)
|
|
(0.05
|
)
|
|||
Operating expenses for Marlin Gas Services and Ohl including costs to expand the future growth prospects for the businesses
|
|
(1,055
|
)
|
|
(766
|
)
|
|
(0.05
|
)
|
|||
Insurance - both insured and self-insured components
|
|
(790
|
)
|
|
(573
|
)
|
|
(0.03
|
)
|
|||
Payroll, benefits and other employee-related expenses
|
|
(392
|
)
|
|
(285
|
)
|
|
(0.02
|
)
|
|||
|
|
(3,389
|
)
|
|
(2,460
|
)
|
|
(0.15
|
)
|
|||
|
|
|
|
|
|
|
||||||
Change in effective tax rate
|
|
—
|
|
|
23
|
|
|
—
|
|
|||
Interest charges
|
|
(1,046
|
)
|
|
(759
|
)
|
|
(0.05
|
)
|
|||
Net other changes
|
|
(264
|
)
|
|
(122
|
)
|
|
(0.01
|
)
|
|||
|
|
(1,310
|
)
|
|
(858
|
)
|
|
(0.06
|
)
|
|||
|
|
|
|
|
|
|
||||||
Third Quarter of 2019 Reported Results from Continuing Operations
|
|
$
|
8,605
|
|
|
$
|
6,245
|
|
|
$
|
0.38
|
|
|
|
Nine Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands except per share)
|
|
|
|
|
|
|
||||||
Business Segment:
|
|
|
|
|
|
|
||||||
Regulated Energy segment
|
|
$
|
65,310
|
|
|
$
|
56,930
|
|
|
$
|
8,380
|
|
Unregulated Energy segment
|
|
11,316
|
|
|
10,519
|
|
|
797
|
|
|||
Other businesses and eliminations
|
|
18
|
|
|
(1,481
|
)
|
|
1,499
|
|
|||
Operating Income
|
|
$
|
76,644
|
|
|
$
|
65,968
|
|
|
$
|
10,676
|
|
Other expense, net
|
|
(729
|
)
|
|
(168
|
)
|
|
(561
|
)
|
|||
Interest charges
|
|
16,583
|
|
|
11,764
|
|
|
4,819
|
|
|||
Income from Continuing Operations Before Income Taxes
|
|
59,332
|
|
|
54,036
|
|
|
5,296
|
|
|||
Income taxes on Continuing Operations
|
|
15,355
|
|
|
14,918
|
|
|
437
|
|
|||
Income from Continuing operations
|
|
43,977
|
|
|
39,118
|
|
|
4,859
|
|
|||
Loss from Discontinued Operations
|
|
(1,388
|
)
|
|
(339
|
)
|
|
(1,049
|
)
|
|||
Net Income
|
|
$
|
42,589
|
|
|
$
|
38,779
|
|
|
$
|
3,810
|
|
Basic Earnings Per Share of Common Stock
|
|
|
|
|
|
|
||||||
Earnings from Continuing Operations
|
|
$
|
2.68
|
|
|
$
|
2.39
|
|
|
$
|
0.29
|
|
Earnings from Discontinued Operations
|
|
(0.08
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|||
Basic Earnings Per Share of Common Stock
|
|
$
|
2.60
|
|
|
$
|
2.37
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share of Common Stock
|
|
|
|
|
|
|
||||||
Earnings from Continuing Operations
|
|
$
|
2.67
|
|
|
$
|
2.38
|
|
|
$
|
0.29
|
|
Earnings from Discontinued Operations
|
|
(0.08
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|||
Diluted Earnings Per Share of Common Stock
|
|
$
|
2.59
|
|
|
$
|
2.36
|
|
|
$
|
0.23
|
|
(in thousands, except per share data)
|
|
Pre-tax
Income |
|
Net
Income |
|
Earnings
Per Share |
||||||
Nine Months Ended September 30, 2018 Reported Results from Continuing Operations
|
|
$
|
54,036
|
|
|
$
|
39,118
|
|
|
$
|
2.38
|
|
|
|
|
|
|
|
|
||||||
Adjusting for Unusual Items:
|
|
|
|
|
|
|
||||||
Decreased customer consumption - primarily due to warmer weather
|
|
(4,511
|
)
|
|
(3,344
|
)
|
|
(0.20
|
)
|
|||
Nonrecurring separation expenses associated with a former executive
|
|
1,548
|
|
|
1,421
|
|
|
0.09
|
|
|||
2018 retained tax savings for certain Florida natural gas operations*
|
|
1,321
|
|
|
990
|
|
|
0.06
|
|
|||
|
|
(1,642
|
)
|
|
(933
|
)
|
|
(0.05
|
)
|
|||
|
|
|
|
|
|
|
||||||
Increased (Decreased) Gross Margins:
|
|
|
|
|
|
|
||||||
Eastern Shore and Peninsula Pipeline service expansions (including new service in Northwest Florida for related Florida natural gas distribution operations)*
|
|
10,452
|
|
|
7,747
|
|
|
0.47
|
|
|||
Margin contribution from Marlin Gas Services and Ohl*
|
|
5,036
|
|
|
3,733
|
|
|
0.23
|
|
|||
Natural gas distribution growth (excluding service expansions)
|
|
3,446
|
|
|
2,554
|
|
|
0.16
|
|
|||
Increased retail propane margins per gallon
|
|
1,689
|
|
|
1,252
|
|
|
0.08
|
|
|||
TCJA impact from the 2019 retained tax savings for certain Florida natural gas operations*
|
|
1,117
|
|
|
828
|
|
|
0.05
|
|
|||
Aspire Energy rate increases
|
|
858
|
|
|
636
|
|
|
0.04
|
|
|||
Sandpiper's margin from natural gas conversions
|
|
837
|
|
|
621
|
|
|
0.04
|
|
|||
Florida GRIP* (1)
|
|
391
|
|
|
290
|
|
|
0.02
|
|
|||
Absence of Bomb Cyclone impact on wholesale propane margins
|
|
(785
|
)
|
|
(582
|
)
|
|
(0.04
|
)
|
|||
Aspire Energy higher gas supply costs
|
|
(429
|
)
|
|
(318
|
)
|
|
(0.02
|
)
|
|||
|
|
22,612
|
|
|
16,761
|
|
|
1.03
|
|
|||
|
|
|
|
|
|
|
||||||
(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
|
|
|
|
|
|
|
||||||
Depreciation, amortization and property tax costs due to new capital investments
|
|
(4,711
|
)
|
|
(3,492
|
)
|
|
(0.21
|
)
|
|||
Operating expenses for Marlin Gas Services and Ohl including costs to expand the future growth prospects for the businesses
|
|
(3,367
|
)
|
|
(2,496
|
)
|
|
(0.15
|
)
|
|||
Payroll, benefits and other employee-related expenses
|
|
(2,471
|
)
|
|
(1,832
|
)
|
|
(0.11
|
)
|
|||
Insurance - both insured and self-insured components
|
|
(1,223
|
)
|
|
(907
|
)
|
|
(0.06
|
)
|
|||
Vehicle expenses due to additional fleet to support growth
|
|
(331
|
)
|
|
(246
|
)
|
|
(0.01
|
)
|
|||
Facilities and maintenance costs due to consolidation of facilities and lower levels of tank refurbishments
|
|
1,425
|
|
|
1,056
|
|
|
0.06
|
|
|||
Outside services and regulatory costs due to lower consulting costs, absence of Eastern Shore rate case and the timing of expenses
|
|
865
|
|
|
641
|
|
|
0.04
|
|
|||
|
|
(9,813
|
)
|
|
(7,276
|
)
|
|
(0.44
|
)
|
|||
|
|
|
|
|
|
|
||||||
Change in effective tax rate
|
|
—
|
|
|
556
|
|
|
0.03
|
|
|||
Interest Charges
|
|
(4,819
|
)
|
|
(3,572
|
)
|
|
(0.22
|
)
|
|||
Net other changes
|
|
(1,042
|
)
|
|
(677
|
)
|
|
(0.06
|
)
|
|||
|
|
(5,861
|
)
|
|
(3,693
|
)
|
|
(0.25
|
)
|
|||
|
|
|
|
|
|
|
||||||
Nine Months Ended September 30, 2019 Reported Results from Continuing Operations
|
|
$
|
59,332
|
|
|
$
|
43,977
|
|
|
$
|
2.67
|
|
|
Gross Margin for the Period
|
||||||||||||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year Ended
|
|
Estimate for
|
||||||||||||||||||||
|
September 30,
|
|
September 30,
|
|
December 31,
|
|
Fiscal
|
||||||||||||||||||||
in thousands
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2018
|
|
2019
|
|
2020
|
||||||||||||||
Expansions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2017 Eastern Shore System Expansion - including interim services
|
$
|
3,671
|
|
|
$
|
2,409
|
|
|
$
|
12,116
|
|
|
$
|
5,527
|
|
|
$
|
9,103
|
|
|
$
|
16,209
|
|
|
$
|
15,799
|
|
Northwest Florida Expansion (including related natural gas distribution services)
|
1,592
|
|
|
1,589
|
|
|
4,881
|
|
|
2,741
|
|
|
4,350
|
|
|
6,500
|
|
|
6,500
|
|
|||||||
Western Palm Beach County, Florida Expansion
|
745
|
|
|
—
|
|
|
1,068
|
|
|
—
|
|
|
54
|
|
|
2,254
|
|
|
5,047
|
|
|||||||
Del-Mar Energy Pathway - including interim services
|
189
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
725
|
|
|
3,039
|
|
|||||||
Auburndale
|
113
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
679
|
|
|||||||
Callahan Intrastate Pipeline
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,219
|
|
|||||||
Total Expansions
|
6,310
|
|
|
3,998
|
|
|
18,720
|
|
|
8,268
|
|
|
13,507
|
|
|
25,971
|
|
|
34,283
|
|
|||||||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Marlin Gas Services
|
993
|
|
|
—
|
|
|
4,353
|
|
|
—
|
|
|
110
|
|
|
5,500
|
|
|
6,400
|
|
|||||||
Ohl Propane Acquisition
|
95
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
1,236
|
|
|||||||
Total Acquisitions
|
1,088
|
|
|
—
|
|
|
5,036
|
|
|
—
|
|
|
110
|
|
|
6,700
|
|
|
7,636
|
|
|||||||
Regulatory Initiatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Florida GRIP (1) (2)
|
3,145
|
|
|
3,289
|
|
|
10,050
|
|
|
9,659
|
|
|
13,323
|
|
|
13,587
|
|
|
14,854
|
|
|||||||
Tax benefit retained by certain Florida entities(3)
|
109
|
|
|
—
|
|
|
2,438
|
|
|
—
|
|
|
—
|
|
|
2,980
|
|
|
1,879
|
|
|||||||
Total Regulatory Initiatives
|
3,254
|
|
|
3,289
|
|
|
12,488
|
|
|
9,659
|
|
|
13,323
|
|
|
16,567
|
|
|
16,733
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
10,652
|
|
|
$
|
7,287
|
|
|
$
|
36,244
|
|
|
$
|
17,927
|
|
|
$
|
26,940
|
|
|
$
|
49,238
|
|
|
$
|
58,652
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||
|
September 30,
|
|
|
|
September 30,
|
|
|
||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||
Delmarva
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actual HDD
|
7
|
|
|
10
|
|
|
(3
|
)
|
|
2,576
|
|
|
2,729
|
|
|
(153
|
)
|
10-Year Average HDD ("Normal")
|
55
|
|
|
61
|
|
|
(6
|
)
|
|
2,803
|
|
|
2,846
|
|
|
(43
|
)
|
Variance from Normal
|
(48
|
)
|
|
(51
|
)
|
|
|
|
(227
|
)
|
|
(117
|
)
|
|
|
||
Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actual HDD
|
—
|
|
|
—
|
|
|
—
|
|
|
379
|
|
|
507
|
|
|
(128
|
)
|
10-Year Average HDD ("Normal")
|
—
|
|
|
—
|
|
|
—
|
|
|
532
|
|
|
533
|
|
|
(1
|
)
|
Variance from Normal
|
—
|
|
|
—
|
|
|
|
|
(153
|
)
|
|
(26
|
)
|
|
|
||
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actual HDD
|
2
|
|
|
55
|
|
|
(53
|
)
|
|
3,533
|
|
|
3,707
|
|
|
(174
|
)
|
10-Year Average HDD ("Normal")
|
90
|
|
|
91
|
|
|
(1
|
)
|
|
3,742
|
|
|
3,774
|
|
|
(32
|
)
|
Variance from Normal
|
(88
|
)
|
|
(36
|
)
|
|
|
|
(209
|
)
|
|
(67
|
)
|
|
|
||
Florida
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actual CDD
|
1,620
|
|
|
1,613
|
|
|
7
|
|
|
2,840
|
|
|
2,704
|
|
|
136
|
|
10-Year Average CDD ("Normal")
|
1,553
|
|
|
1,535
|
|
|
18
|
|
|
2,625
|
|
|
2,593
|
|
|
32
|
|
Variance from Normal
|
67
|
|
|
78
|
|
|
|
|
215
|
|
|
111
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
(in thousands)
|
|
September 30, 2019
|
|
September 30, 2019
|
||||
Customer Growth:
|
|
|
|
|
||||
Residential
|
|
$
|
358
|
|
|
$
|
1,450
|
|
Commercial and industrial
|
|
433
|
|
|
1,996
|
|
||
Total Customer Growth
|
|
$
|
791
|
|
|
$
|
3,446
|
|
|
|
Three Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
74,580
|
|
|
$
|
72,770
|
|
|
$
|
1,810
|
|
Cost of sales
|
|
19,619
|
|
|
21,501
|
|
|
(1,882
|
)
|
|||
Gross margin
|
|
54,961
|
|
|
51,269
|
|
|
3,692
|
|
|||
Operations & maintenance
|
|
24,374
|
|
|
23,376
|
|
|
998
|
|
|||
Depreciation & amortization
|
|
8,684
|
|
|
8,405
|
|
|
279
|
|
|||
Other taxes
|
|
4,363
|
|
|
3,573
|
|
|
790
|
|
|||
Total operating expenses
|
|
37,421
|
|
|
35,354
|
|
|
2,067
|
|
|||
Operating income
|
|
$
|
17,540
|
|
|
$
|
15,915
|
|
|
$
|
1,625
|
|
(in thousands)
|
Margin Impact
|
||
Eastern Shore and Peninsula Pipeline service expansions (including related Florida natural gas distribution operation expansions)
|
$
|
2,312
|
|
Natural gas distribution growth (excluding service expansions)
|
791
|
|
|
Sandpiper's margin primarily from natural gas conversions
|
224
|
|
|
Increased margin primarily from the storm recovery surcharge for Florida electric distribution operations
|
169
|
|
|
TCJA impact from the 2019 retained tax savings for certain Florida natural gas operations
|
109
|
|
|
Florida GRIP (1)
|
(144
|
)
|
|
Other variances
|
231
|
|
|
Quarter-over-quarter increase in gross margin
|
$
|
3,692
|
|
•
|
$1.3 million from Eastern Shore's 2017 System Expansion Project.
|
•
|
$0.8 million generated from Peninsula Pipeline's Western Palm Beach County, Northwest Pipeline and Auburndale Projects.
|
•
|
$0.2 million generated from interim services in advance of Eastern Shore's Del-Mar Energy Pathway Project.
|
(in thousands)
|
|
||
Depreciation, amortization and property tax costs due to growth investments(1)
|
$
|
991
|
|
Insurance expense - both insured and self-insured components
|
718
|
|
|
Payroll, benefits and other employee-related expenses
|
345
|
|
|
Other variances
|
13
|
|
|
Quarter-over-quarter increase in other operating expenses
|
$
|
2,067
|
|
|
|
Nine Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
251,601
|
|
|
$
|
252,667
|
|
|
$
|
(1,066
|
)
|
Cost of sales
|
|
74,452
|
|
|
89,741
|
|
|
(15,289
|
)
|
|||
Gross margin
|
|
177,149
|
|
|
162,926
|
|
|
14,223
|
|
|||
Operations & maintenance
|
|
73,071
|
|
|
71,546
|
|
|
1,525
|
|
|||
Depreciation & amortization
|
|
26,099
|
|
|
23,541
|
|
|
2,558
|
|
|||
Other taxes
|
|
12,669
|
|
|
10,909
|
|
|
1,760
|
|
|||
Total operating expenses
|
|
111,839
|
|
|
105,996
|
|
|
5,843
|
|
|||
Operating income
|
|
$
|
65,310
|
|
|
$
|
56,930
|
|
|
$
|
8,380
|
|
(in thousands)
|
Margin Impact
|
||
Eastern Shore and Peninsula Pipeline service expansions (including related Florida natural gas distribution operation expansions)
|
$
|
10,452
|
|
Natural gas distribution - customer growth (excluding service expansions)
|
3,446
|
|
|
2018 retained tax savings for certain Florida natural gas distribution operations
|
1,321
|
|
|
TCJA impact from the 2019 retained tax savings for certain Florida natural gas operations
|
1,117
|
|
|
Sandpiper's margin primarily from natural gas conversions
|
837
|
|
|
Florida GRIP (1)
|
391
|
|
|
Decreased customer consumption - primarily due to warmer weather
|
(3,248
|
)
|
|
Other variances
|
(93
|
)
|
|
Period-over-period increase in gross margin
|
$
|
14,223
|
|
•
|
$6.6 million from Eastern Shore's services in conjunction with its 2017 System Expansion Project.
|
•
|
$3.3 million generated from Peninsula Pipeline's Western Palm Beach County Pipeline, Northwest Pipeline Expansion and Auburndale Projects.
|
•
|
$0.6 million generated from interim services in advance of Eastern Shore's Del-Mar Energy Pathway Project.
|
(in thousands)
|
|
||
Depreciation, amortization and property tax costs due to growth investments(1)
|
$
|
4,292
|
|
Payroll, benefits and other employee-related expenses
|
2,299
|
|
|
Insurance expense - both insured and self-insured components
|
975
|
|
|
Vehicle expenses due to additional fleet to support growth
|
168
|
|
|
Facilities and maintenance costs due to the consolidation of facilities
|
(1,194
|
)
|
|
Outside services and regulatory costs due to lower consulting fees and timing of expense
|
(1,062
|
)
|
|
Other variances
|
365
|
|
|
Period-over-period increase in other operating expenses
|
$
|
5,843
|
|
|
|
Three Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
22,280
|
|
|
$
|
24,423
|
|
|
$
|
(2,143
|
)
|
Cost of sales
|
|
9,862
|
|
|
13,221
|
|
|
(3,359
|
)
|
|||
Gross margin
|
|
12,418
|
|
|
11,202
|
|
|
1,216
|
|
|||
Operations & maintenance
|
|
12,270
|
|
|
11,460
|
|
|
810
|
|
|||
Depreciation & amortization
|
|
2,519
|
|
|
2,061
|
|
|
458
|
|
|||
Other taxes
|
|
797
|
|
|
771
|
|
|
26
|
|
|||
Total operating expenses
|
|
15,586
|
|
|
14,292
|
|
|
1,294
|
|
|||
Operating loss (1)
|
|
$
|
(3,168
|
)
|
|
$
|
(3,090
|
)
|
|
$
|
(78
|
)
|
(in thousands)
|
|
Margin Impact
|
||
Marlin Gas Services (acquired assets of Marlin Gas Transport in December 2018)
|
|
$
|
993
|
|
Propane Operations
|
|
|
||
Increased retail propane margins per gallon driven by favorable market conditions and supply management
|
|
470
|
|
|
Ohl acquisition (assets acquired in December 2018)
|
|
95
|
|
|
Aspire Energy
|
|
|
||
Higher gas supply costs
|
|
(233
|
)
|
|
Other variances
|
|
(109
|
)
|
|
Quarter-over-quarter increase in gross margin
|
|
$
|
1,216
|
|
(in thousands)
|
|
||
Operating expenses for Marlin Gas Services and Ohl (Assets acquired in December 2018) including costs to expand the future growth prospects for the businesses
|
$
|
746
|
|
Depreciation and amortization due to new capital investments
|
458
|
|
|
Insurance expense - both insured and self-insured components
|
179
|
|
|
Other variances
|
(89
|
)
|
|
Quarter-over-quarter increase in other operating expenses
|
$
|
1,294
|
|
|
|
Nine Months Ended
|
|
|
||||||||
|
|
September 30,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(decrease)
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
108,985
|
|
|
$
|
115,778
|
|
|
$
|
(6,793
|
)
|
Cost of sales
|
|
49,645
|
|
|
61,142
|
|
|
(11,497
|
)
|
|||
Gross margin
|
|
59,340
|
|
|
54,636
|
|
|
4,704
|
|
|||
Operations & maintenance
|
|
38,001
|
|
|
35,516
|
|
|
2,485
|
|
|||
Depreciation & amortization
|
|
7,462
|
|
|
6,135
|
|
|
1,327
|
|
|||
Other taxes
|
|
2,561
|
|
|
2,466
|
|
|
95
|
|
|||
Total operating expenses
|
|
48,024
|
|
|
44,117
|
|
|
3,907
|
|
|||
Operating income (1)
|
|
$
|
11,316
|
|
|
$
|
10,519
|
|
|
$
|
797
|
|
|
2019
|
||||||
(dollars in thousands)
|
Low
|
|
High
|
||||
Regulated Energy:
|
|
|
|
||||
Natural gas distribution
|
$
|
63,000
|
|
|
$
|
65,000
|
|
Natural gas transmission
|
62,000
|
|
|
64,000
|
|
||
Electric distribution
|
4,000
|
|
|
6,000
|
|
||
Total Regulated Energy
|
129,000
|
|
|
135,000
|
|
||
Unregulated Energy:
|
|
|
|
||||
Propane distribution
|
12,000
|
|
|
13,000
|
|
||
Energy transmission
|
11,000
|
|
|
12,000
|
|
||
Other unregulated energy
|
8,000
|
|
|
14,000
|
|
||
Total Unregulated Energy
|
31,000
|
|
|
39,000
|
|
||
Other:
|
|
|
|
||||
Corporate and other businesses
|
10,000
|
|
|
11,000
|
|
||
Total Other
|
10,000
|
|
|
11,000
|
|
||
Total 2019 Expected Capital Expenditures
|
$
|
170,000
|
|
|
$
|
185,000
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||
Long-term debt, net of current maturities
|
|
$
|
375,810
|
|
|
41
|
%
|
|
$
|
316,020
|
|
|
38
|
%
|
Stockholders’ equity
|
|
544,711
|
|
|
59
|
%
|
|
518,439
|
|
|
62
|
%
|
||
Total capitalization, excluding short-term debt
|
|
$
|
920,521
|
|
|
100
|
%
|
|
$
|
834,459
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
||||||
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||
Short-term debt
|
|
$
|
224,744
|
|
|
18
|
%
|
|
$
|
294,458
|
|
|
26
|
%
|
Long-term debt, including current maturities
|
|
451,410
|
|
|
37
|
%
|
|
327,955
|
|
|
29
|
%
|
||
Stockholders’ equity
|
|
544,711
|
|
|
45
|
%
|
|
518,439
|
|
|
45
|
%
|
||
Total capitalization, including short-term debt
|
|
$
|
1,220,865
|
|
|
100
|
%
|
|
$
|
1,140,852
|
|
|
100
|
%
|
|
|
Total Borrowing Capacity
|
|
Less: Amount of Debt Issued
|
|
Less: Unfunded Commitments
|
|
Remaining Borrowing Capacity
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Shelf Agreement
|
|
|
|
|
|
|
|
|
||||||||
Prudential Shelf Agreement
|
|
$
|
220,000
|
|
|
$
|
(170,000
|
)
|
|
$
|
—
|
|
|
$
|
50,000
|
|
MetLife Shelf Agreement
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||
NYL Shelf Agreement
|
|
150,000
|
|
|
(100,000
|
)
|
|
—
|
|
|
50,000
|
|
||||
Total
|
|
$
|
520,000
|
|
|
$
|
(270,000
|
)
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
(in thousands)
|
|
|
|
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
103,939
|
|
|
$
|
127,996
|
|
Investing activities
|
|
(139,913
|
)
|
|
(171,167
|
)
|
||
Financing activities
|
|
34,205
|
|
|
43,772
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(1,769
|
)
|
|
601
|
|
||
Cash and cash equivalents—beginning of period
|
|
6,089
|
|
|
5,614
|
|
||
Cash and cash equivalents—end of period
|
|
$
|
4,320
|
|
|
$
|
6,215
|
|
•
|
Changes in net accounts receivable and accrued revenue and accounts payable and accrued liabilities decreased cash flows by $23.0 million, due primarily to the timing and receipt of payments.
|
•
|
Net cash flows from changes in customer deposits and prepaid expenses increased by approximately $12.4 million.
|
•
|
Changes in net regulatory assets and liabilities decreased cash flows by $11.1 million, due primarily to the change in fuel costs collected through the various cost recovery mechanisms.
|
•
|
Net income, adjusted for non-cash adjustments and reconciling activities, decreased cash flows by $3.7 million, primarily due to lower non-cash adjustments to deferred income taxes and loss on sale of assets.
|
•
|
Net cash flows from income taxes receivable decreased by $1.9 million due primarily to the absence of tax refunds associated with lower corporate tax rates implemented in the prior year as a component of the TCJA; and
|
•
|
Net cash flows from changes in propane inventory, storage gas and other inventories increased by approximately $1.6 million.
|
•
|
Increased cash flows from lower repayments of long-term debt of $24.1 million.
|
•
|
Increased cash flows of $54.9 million associated with the issuance of long-term debt. For the nine months ended September 30, 2019 we received $129.8 million from the issuance of the Prudential Shelf Notes in August 2019 and term notes in January 2019. For the nine months ended September 30, 2018, we had received $74.9 million in net cash proceeds from the Revolver and the issuance of the NYL Shelf Notes (Series A).
|
•
|
Decreased cash flows from repayments of short-term borrowing of $83.5 million under our line of credit arrangements; and
|
•
|
Cash dividends of $18.2 million paid during the nine months ended September 30, 2019, compared to $16.2 million for the nine months ended September 30, 2018.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
|
$
|
75,600
|
|
|
$
|
40,689
|
|
|
$
|
39,700
|
|
|
$
|
296,100
|
|
|
$
|
452,089
|
|
Purchase obligations - Commodity (2)
|
|
26,105
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
26,261
|
|
|||||
Total
|
|
$
|
101,705
|
|
|
$
|
40,845
|
|
|
$
|
39,700
|
|
|
$
|
296,100
|
|
|
$
|
478,350
|
|
(in thousands)
|
Balance at December 31, 2018
|
|
Increase (Decrease) in Fair Market Value
|
|
Less Amounts Settled
|
|
Balance at September 30, 2019
|
||||||||
Sharp
|
$
|
(1,522
|
)
|
|
$
|
(1,820
|
)
|
|
$
|
1,126
|
|
|
$
|
(2,216
|
)
|
Total
|
$
|
(1,522
|
)
|
|
$
|
(1,820
|
)
|
|
$
|
1,126
|
|
|
$
|
(2,216
|
)
|
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total Fair Value
|
||||||||||||
Price based on Mont Belvieu - Sharp
|
$
|
(491
|
)
|
|
$
|
(1,400
|
)
|
|
$
|
(301
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(2,216
|
)
|
Total
|
$
|
(491
|
)
|
|
$
|
(1,400
|
)
|
|
$
|
(301
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
(2,216
|
)
|
|
|
Total
Number of
Shares
|
|
Average
Price Paid
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
|
|
Maximum Number of
Shares That May Yet Be
Purchased Under the Plans
|
|||||
Period
|
|
Purchased
|
|
per Share
|
|
or Programs (2)
|
|
or Programs (2)
|
|||||
July 1, 2019
through July 31, 2019 (1) |
|
418
|
|
|
$
|
94.86
|
|
|
—
|
|
|
—
|
|
August 1, 2019
through August 31, 2019 |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
September 1, 2019
through September 30, 2019 |
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
418
|
|
|
$
|
94.86
|
|
|
—
|
|
|
—
|
|
Item 6.
|
Exhibits
|
|
|
|
10.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
CHESAPEAKE UTILITIES CORPORATION
|
|
/S/ BETH W. COOPER
|
Beth W. Cooper
Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary
|
•
|
Any claims for assault, battery, wrongful termination, defamation, invasion of privacy, intentional infliction of emotional distress, or any other common law claims;
|
•
|
Any claims for the breach of any written, implied or oral contract between Executive and any of the Released Parties, including but not limited to his Employment Agreement;
|
•
|
Any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race, color, ethnicity, religion, sex, sexual orientation, physical or mental disability, medical condition, citizenship status, genetic information, marital status, military or veteran status, or any other classification protected by law;
|
•
|
Any claims for payments of any nature, including but not limited to wages, overtime pay, severance pay, commissions, bonuses and benefits or the monetary equivalent of benefits, except as set forth above;
|
•
|
Any claims for, or entitlement to, reinstatement to Executive’s previous position with, or rehire or re-employment by, the Company; and
|
•
|
Any claims related in any way to the cessation of Employee’s employment with the Company.
|
5.
|
Covenants
|
EXECUTIVE:
|
CHESAPEAKE UTILITIES CORPORATION:
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2019 of Chesapeake Utilities Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ JEFFRY M. HOUSEHOLDER
|
Jeffry M. Householder
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2019 of Chesapeake Utilities Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/S/ BETH W. COOPER
|
Beth W. Cooper
Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary
|
/s/ JEFFRY M. HOUSEHOLDER
|
Jeffry M. Householder
|
November 7, 2019
|
/S/ BETH W. COOPER
|
Beth W. Cooper
|
November 7, 2019
|