UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
   
 FORM 10-Q 
   


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 20192020
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to  
Commission File Number: 001-11590
   
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.)
909 Silver Lake Boulevard, Dover, Delaware19904
(Address of principal executive offices, including Zip Code)
(302) (302) 734-6799
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - par value per share $0.4867CPKNew York Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.





Large accelerated filer x  Accelerated filer ¨
    
Non-accelerated filer ¨  Smaller reporting company ¨
       
    Emerging growth company ¨




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Common Stock, par value $0.486716,397,01716,435,835 shares outstanding as of April 30, 2019.2020.





Table of Contents
 
   
   
    ITEM 1.
   
    ITEM 2.
   
    ITEM 3.
   
    ITEM 4.
  
   
    ITEM 1.
   
    ITEM 1A.
   
    ITEM 2.
   
    ITEM 3.
   
    ITEM 5.
   
    ITEM 6.
  







GLOSSARY OF DEFINITIONS
ASC: Accounting Standards Codification issued by the FASB
Aspire Energy: Aspire Energy of Ohio, LLC
ASU: Accounting Standards Update issued by the FASB
Boulden: Boulden, Inc., an entity from whom we acquired certain propane operating assets
CDC: U.S. Centers for Disease Control and Prevention
CDD: Cooling degree-day, which is a measure of the variation in weather based on the extent to which the daily average temperature (from 10:00 am to 10:00 am) is above 65 degrees FahrenheitDegree-Day
CGS: Community Gas Systems
Chesapeake or Chesapeake Utilities: Chesapeake Utilities Corporation, and its direct and indirect subsidiaries, as appropriate in the context of the disclosure
CHP: Combined heat and power plant
Company: Chesapeake Utilities Corporation, and its direct and indirect subsidiaries, as appropriate in the context of the disclosure
COVID-19: An infectious disease caused by a newly discovered coronavirus
Degree-Day: A degree-day is the measure of the variation in the weather based on the extent to which the average daily temperature (from 10:00 am to 10:00 am) falls above (CDD) or below (HDD) 65 degrees Fahrenheit
Delmarva Peninsula: A peninsula on the east coast of the U. S.U.S. occupied by Delaware and portions of Maryland and Virginia
Dt(s): Dekatherm(s), which is a natural gas unit of measurement that includes a standard measure for heating value
Dts/d: Dekatherms per day
Eastern Shore: Eastern Shore Natural Gas Company, a wholly-owned subsidiary of Chesapeake Utilities
Eight Flags: Eight Flags Energy, LLC, a subsidiary of Chesapeake OnSight Services, LLC

Elkton Gas: Elkton Gas Company, a subsidiary of SJI that we entered into an agreement to acquire in December 2019

FASB: Financial Accounting Standards Board
FERC: Federal Energy Regulatory Commission
FPU: Florida Public Utilities Company, a wholly-owned subsidiary of Chesapeake Utilities
GAAP: Accounting principles generally accepted in the United States of America
GRIP: Gas Reliability Infrastructure Program
Gross Margin: a non-GAAP measure defined as operating revenues less the cost of sales. The Company's cost of sales includes purchased fuel cost for natural gas, electricity and propane and the cost of labor spent on direct revenue-producing activities and excludes depreciation, amortization and accretion
Gulfstream: Gulfstream Natural Gas System, LLC, an unaffiliated pipeline network that supplies natural gas to FPU
HDD: Heating Degree-Day
Marlin Gas Services: Marlin Gas Services, LLC, a newly createdwholly-owned subsidiary of Chesapeake Utilities that acquired certain operating assets of Marlin Gas Transport, Inc.
Marlin Gas Transport: Marlin Gas Transport, Inc.,a supplier of mobile compressed natural gas utility and pipeline solutions
MetLife: MetLife Investment Advisors, an institutional debt investment management firm, with which we entered intohave previously issued Senior Notes and which is a party to the current MetLife Shelf Agreement, as amended
MGP: Manufactured gas plant, which is a site where coal was previously used to manufacture gaseous fuel for industrial, commercial and residential use
MTM: Mark-to-Market (fair value accounting)


NYL: New York Life Investors LLC, an institutional debt investment management firm, with which Chesapeake Utilities entered into a Shelf Agreement and issued Shelf Notes
Peninsula Pipeline: Peninsula Pipeline Company, Inc., a wholly-owned subsidiary of Chesapeake Utilities
Peoples Gas: Peoples Gas System division of Tampa Electric Company
PESCO: Peninsula Energy Services Company, Inc., a wholly-owned subsidiary of Chesapeake Utilities



Prudential: Prudential Investment Management Inc., an institutional investment management firm, with which Chesapeake Utilities has entered into a previous Shelf Agreement, which has been subsequently amended, and issued Shelf Notes
PSC: Public Service Commission, which is the state agency that regulates utility rates and/or services in certain of our jurisdictions
Retirement Savings Plan: A qualified 401(k) retirement savings plan sponsored by Chesapeake Utilities
Revolver: Our unsecured revolving credit facility with certain lenders
Sandpiper: Sandpiper Energy: Sandpiper Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities
SEC: U.S. Securities and Exchange Commission
Senior Notes: Our unsecured long-term debt issued primarily to insurance companies on various dates
Sharp: Sharp Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities
Shelf Agreement: An agreement entered into by Chesapeake Utilities and a counterparty pursuant to which Chesapeake Utilities may request that the counterparty purchase our unsecured senior debt with a fixed interest rate and a maturity date not to exceed 20 years from the date of issuance
Shelf Notes: Unsecured senior promissory notes issuable under the Shelf Agreement executed with various counterparties
SICP: 2013 Stock and Incentive Compensation Plan
SJI: South Jersey Industries, Inc.
TCJA: Tax Cuts and Jobs Act enacted on December 22, 2017
TETLP: Texas Eastern Transmission, LP, an interstate pipeline interconnected with Eastern Shore's pipeline

Uncollateralized Senior Notes: Our unsecured long-term debt issued primarily to insurance companies on various dates
U.S.: The United States of America






PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
 
 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
(in thousands, except shares and per share data)        
Operating Revenues        
Regulated Energy $103,618
 $109,393
 $102,955
 $103,618
Unregulated Energy and other 123,998
 129,963
 49,755
 56,846
Total Operating Revenues 227,616
 239,356
 152,710
 160,464
Operating Expenses        
Regulated Energy cost of sales 36,516
 48,231
 34,832
 36,516
Unregulated Energy and other cost of sales 89,703
 99,826
 18,036
 24,411
Operations 37,144
 32,702
 35,992
 35,413
Maintenance 3,681
 3,593
 3,836
 3,680
Depreciation and amortization 11,074
 9,704
 12,252
 10,928
Other taxes 5,505
 4,894
 5,649
 5,392
Total Operating Expenses 183,623
 198,950
 110,597
 116,340
Operating Income 43,993
 40,406
 42,113
 44,124
Other income (expense), net (45) 68
 3,318
 (57)
Interest charges 5,710
 3,664
 5,814
 5,628
Income Before Income Taxes 38,238
 36,810
Income taxes 9,574
 9,955
Income from Continuing Operations Before Income Taxes 39,617
 38,439
Income Taxes on Continuing Operations 10,591
 9,625
Income from Continuing Operations 29,026
 28,814
Loss from Discontinued Operations, Net of Tax (96) (150)
Net Income $28,664
 $26,855
 $28,930
 $28,664
Weighted Average Common Shares Outstanding:        
Basic 16,384,927
 16,351,338
 16,414,773
 16,384,927
Diluted 16,432,852
 16,402,985
 16,471,827
 16,432,852
Earnings Per Share of Common Stock:    
Basic $1.75
 $1.64
Diluted $1.74
 $1.64
    
Basic Earnings Per Share of Common Stock:    
Earnings from Continuing Operations $1.77
 $1.76
Loss from Discontinued Operations (0.01) (0.01)
Basic Earnings Per Share of Common Stock $1.76
 $1.75
    
Diluted Earnings Per Share of Common Stock:    
Earnings from Continuing Operations $1.77
 $1.75
Loss from Discontinued Operations (0.01) (0.01)
Diluted Earnings Per Share of Common Stock $1.76
 $1.74
The accompanying notes are an integral part of these financial statements.




Table of Contents





Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
(in thousands)        
Net Income $28,664
 $26,855
 $28,930
 $28,664
Other Comprehensive Income (Loss), net of tax:        
Employee Benefits, net of tax:        
Amortization of prior service cost, net of tax of $(5) and $(5), respectively (14) (14)
Net gain, net of tax of $42 and $41, respectively 121
 108
Amortization of prior service cost, net of tax of $(5), and $(5), respectively (14) (14)
Net gain, net of tax of $28, and $42, respectively 80
 121
Cash Flow Hedges, net of tax:        
Unrealized gain (loss) on commodity contract cash flow hedges, net of tax of $1,194 and $(756), respectively 2,982
 (1,788)
Total Other Comprehensive Income (Loss), net of tax 3,089
 (1,694)
Unrealized gain on commodity contract cash flow hedges, net of tax of $2, and $1,194, respectively 7
 2,982
Total Other Comprehensive Income, net of tax 73
 3,089
Comprehensive Income $31,753
 $25,161
 $29,003
 $31,753
The accompanying notes are an integral part of these financial statements.


Table of Contents



Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
 
Assets March 31,
2019
 December 31,
2018
 March 31,
2020
 December 31,
2019
(in thousands, except shares and per share data)        
Property, Plant and Equipment        
Regulated Energy $1,346,221
 $1,297,416
 $1,447,089
 $1,441,473
Unregulated Energy 241,126
 237,682
 274,970
 265,209
Other businesses and eliminations 30,282
 34,585
 39,370
 39,850
Total property, plant and equipment 1,617,629
 1,569,683
 1,761,429
 1,746,532
Less: Accumulated depreciation and amortization (312,949) (294,295) (345,206) (336,876)
Plus: Construction work in progress 90,453
 108,584
 75,510
 54,141
Net property, plant and equipment 1,395,133
 1,383,972
 1,491,733
 1,463,797
Current Assets        
Cash and cash equivalents 7,975
 6,089
 3,982
 6,985
Trade and other receivables (less allowance for uncollectible accounts of $1,054 and $1,108, respectively) 74,098
 85,404
Trade and other receivables 46,730
 50,899
Less: Allowance for credit losses (1,421) (1,337)
Trade receivables, net 45,309
 49,562
Accrued revenue 20,747
 27,499
 16,931
 20,846
Propane inventory, at average cost 6,865
 9,791
 5,136
 5,824
Other inventory, at average cost 8,122
 7,127
 5,621
 6,067
Regulatory assets 7,913
 4,796
 4,441
 5,144
Storage gas prepayments 1,327
 6,603
 753
 3,541
Income taxes receivable 9,059
 15,300
 15,230
 20,050
Prepaid expenses 7,192
 10,079
 10,707
 13,928
Derivative assets, at fair value 9,221
 13,165
 151
 
Other current assets 1,121
 5,684
 3,666
 2,879
Total current assets 153,640
 191,537
 111,927

134,826
Deferred Charges and Other Assets        
Goodwill 25,785
 25,837
 32,668
 32,668
Other intangible assets, net 5,909
 6,207
 7,824
 8,129
Investments, at fair value 7,509
 6,711
 7,217
 9,229
Operating lease right-of-use assets (refer to Note 15) 12,523
 
Operating lease right-of-use assets 11,696
 11,563
Regulatory assets 77,101
 72,422
 73,552
 73,407
Other assets 5,197
 6,985
Receivables and other deferred charges 51,602
 49,579
Total deferred charges and other assets 134,024
 118,162
 184,559
 184,575
Total Assets $1,682,797
 $1,693,671
 $1,788,219
 $1,783,198
 
The accompanying notes are an integral part of these financial statements.
Table of Contents



Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
 
Capitalization and Liabilities March 31,
2019
 December 31,
2018
 March 31,
2020
 December 31,
2019
(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) 7,980
 7,971
 7,998
 7,984
Additional paid-in capital 255,307
 255,651
 259,521
 259,253
Retained earnings 284,111
 261,530
 322,804
 300,607
Accumulated other comprehensive loss (3,739) (6,713) (6,194) (6,267)
Deferred compensation obligation 4,376
 3,854
 5,468
 4,543
Treasury stock (4,376) (3,854) (5,468) (4,543)
Total stockholders’ equity 543,659
 518,439
 584,129
 561,577
Long-term debt, net of current maturities 285,998
 316,020
 440,183
 440,168
Total capitalization 829,657
 834,459
 1,024,312
 1,001,745
Current Liabilities        
Current portion of long-term debt 71,509
 11,935
 15,600
 45,600
Short-term borrowing 276,393
 294,458
 254,339
 247,371
Accounts payable 75,277
 129,804
 52,568
 54,068
Customer deposits and refunds 29,710
 34,155
 29,122
 30,939
Accrued interest 4,505
 2,317
 5,014
 2,554
Dividends payable 6,067
 6,060
 6,655
 6,644
Accrued compensation 8,506
 13,923
 7,518
 16,236
Regulatory liabilities 15,085
 7,883
 13,524
 5,991
Derivative liabilities, at fair value 6,798
 14,871
 1,986
 1,844
Other accrued liabilities 14,719
 12,828
 16,170
 12,077
Total current liabilities 508,569
 528,234
 402,496
 423,324
Deferred Credits and Other Liabilities        
Deferred income taxes 160,912
 156,820
 186,431
 180,656
Regulatory liabilities 132,686
 135,039
 128,027
 127,744
Environmental liabilities 7,370
 7,638
 6,046
 6,468
Other pension and benefit costs 29,822
 28,513
 28,043
 30,569
Operating lease - liabilities (refer to Note 15) 10,873
 
Operating lease liabilities 10,165
 9,896
Deferred investment tax credits and other liabilities 2,908
 2,968
 2,699
 2,796
Total deferred credits and other liabilities 344,571
 330,978
 361,411
 358,129
Environmental and other commitments and contingencies (Notes 5 and 6) 
 
Environmental and other commitments and contingencies (Notes 6 and 7) 

 

Total Capitalization and Liabilities $1,682,797
 $1,693,671
 $1,788,219
 $1,783,198
The accompanying notes are an integral part of these financial statements.


Table of Contents



Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
(in thousands)        
Operating Activities        
Net income $28,664
 $26,855
 $28,930
 $28,664
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization 11,074
 9,704
 12,252
 11,074
Depreciation and accretion included in other costs 2,135
 2,276
 2,361
 2,135
Deferred income taxes 3,430
 6,469
 5,738
 3,430
Realized (gain) loss on commodity contracts/sale of assets/investments (363) 3,416
Unrealized (gain) loss on investments/commodity contracts (721) 44
Realized gain on commodity contracts and sale of assets (4,458) (363)
Unrealized loss (gain) on investments and commodity contracts 1,511
 (721)
Employee benefits and compensation 382
 228
 11
 382
Share-based compensation 487
 1,520
 1,056
 487
Other, net 
 (12)
Changes in assets and liabilities:        
Accounts receivable and accrued revenue 18,147
 9,649
 8,139
 18,147
Propane inventory, storage gas and other inventory 7,207
 12,448
 3,921
 7,207
Regulatory assets/liabilities, net 3,121
 11,511
 7,309
 3,121
Prepaid expenses and other current assets 11,873
 8,095
 3,359
 11,873
Accounts payable and other accrued liabilities (44,783) (26,932) (4,243) (44,783)
Income taxes receivable 6,241
 8,741
 4,820
 6,241
Customer deposits and refunds (4,445) 44
 (1,817) (4,445)
Accrued compensation (5,548) (7,731) (8,766) (5,548)
Other assets and liabilities, net 3,585
 347
 (1,315) 3,585
Net cash provided by operating activities 40,486
 66,672
 58,808
 40,486
Investing Activities        
Property, plant and equipment expenditures (43,216) (63,116) (35,182) (43,216)
Proceeds from sales of assets 115
 193
Proceeds from sale of assets 4,106
 115
Environmental expenditures (268) (48) (422) (268)
Net cash used in investing activities (43,369) (62,971) (31,498) (43,369)
Financing Activities        
Common stock dividends (5,877) (5,147) (6,483) (5,877)
Issuance of stock under the Dividend Reinvestment Plan (183) (164)
Issuance (repurchase) of stock under the Dividend Reinvestment Plan 192
 (183)
Tax withholding payments related to net settled stock compensation (692) (719) (977) (692)
Change in cash overdrafts due to outstanding checks 84
 2,352
 (4,727) 84
Net repayment under line of credit agreements (18,149) (24,213)
Proceeds from long-term debt 30,000
 25,000
Repayment of long-term debt, long-term borrowing under the Revolver and capital lease obligation (414) (428)
Net cash provided (used) by financing activities 4,769
 (3,319)
Net Increase in Cash and Cash Equivalents 1,886
 382
Net borrowings (repayments) under line of credit agreements 11,695
 (18,149)
Proceeds from issuance of long-term debt, net of offering fees (13) 30,000
Repayment of long-term debt and capital lease obligation (30,000) (414)
Net cash (used) provided by financing activities (30,313) 4,769
Net Increase (Decrease) in Cash and Cash Equivalents (3,003) 1,886
Cash and Cash Equivalents—Beginning of Period 6,089
 5,614
 6,985
 6,089
Cash and Cash Equivalents—End of Period $7,975
 $5,996
 $3,982
 $7,975
The accompanying notes are an integral part of these financial statements.
Table of Contents



Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
 
Common Stock (1)
            
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
Number  of
Shares(2)
 
Par
Value
 
Additional  Paid-In
Capital
 
Retained
Earnings
 
Accumulated  Other Comprehensive
Loss
 
Deferred
Compensation
 
Treasury
Stock
 Total
Balance at December 31, 201716,344,442
 $7,955
 $253,470
 $229,141
 $(4,272) $3,395
 $(3,395) $486,294
Net income
 
 
 26,855
 
 
 
 26,855
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
 
 
 
 (1,694) 
 
 (1,694)
Dividend declared ($.3250 per share)
 
 
 (5,381) 
 
 
 (5,381)
Dividend reinvestment plan
 
 (1) 
 
 
 
 (1)
Share-based compensation and tax benefit (3)(4)
19,350
 9
 657
 
 
 
 
 666
Treasury stock activities
 
 
 
 
 178
 (178) 
Balance at March 31, 201816,363,792
 $7,964
 $254,126
 $250,024
 $(6,873) $3,573
 $(3,573) $505,241
               
Balance at December 31, 201816,378,545
 $7,971
 $255,651
 $261,530
 $(6,713) $3,854
 $(3,854) $518,439
16,378,545
 $7,971
 $255,651
 $261,530
 $(6,713) $3,854
 $(3,854) $518,439
Net income
 
 
 28,664
 
 
 
 28,664

 
 
 28,664
 
 
 
 28,664
Prior period reclassification
 
 
 115
 (115) 
 
 

 
 
 115
 (115) 
 
 
Other comprehensive income
 
 
 
 3,089
 
 
 3,089

 
 
 
 3,089
 
 
 3,089
Dividend declared ($0.3700 per share)
 
 
 (6,198) 
 
 
 (6,198)
 
 
 (6,198) 
 
 
 (6,198)
Dividend reinvestment plan
 
 (1) 
 
 
 
 (1)
 
 (1) 
 
 
 
 (1)
Share-based compensation and tax benefit (3)(4)
18,472
 9
 (343) 
 
 
 
 (334)
Treasury stock activities
 
 
 
 
 522
 (522) 
Balance at March 31, 201916,397,017
 $7,980
 $255,307
 $284,111
 $(3,739) $4,376
 $(4,376) $543,659
               
Balance at December 31, 201916,403,776
 $7,984
 $259,253
 $300,607
 $(6,267) $4,543
 $(4,543) $561,577
Net income
 
 
 28,930
 
 
 
 28,930
Other comprehensive income
 
 
 
 73
 
 
 73
Dividend declared ($0.4050 per share)
 
 
 (6,703) 
 
 
 (6,703)
Dividend reinvestment plan3,743
 2
 352
 
 
 
 
 354
Share-based compensation and tax benefit (3) (4)
18,472
 9
 (343) 
 
 
 
 (334)25,586
 12
 (84) 
 
 
 
 (72)
Treasury stock activities
 
 
 
 
 522
 (522) 

 
 
 
 
 925
 (925) 
Balance at March 31, 201916,397,017
 $7,980
 $255,307
 $284,111
 $(3,739) $4,376
 $(4,376) $543,659
Cumulative effect of the adoption of ASU 2016-13
 
 
 (30) 
 
 
 (30)
Balance at March 31, 202016,433,105
 $7,998
 $259,521
 $322,804
 $(6,194) $5,468
 $(5,468) $584,129
 
(1)2,000,000 shares of preferred stock at $0.01 par value have been authorized. None hasNo shares have been issued or isare outstanding; accordingly, no information has been included in the statements of stockholders’ equity.
(2)
Includes 101,997104,871 shares at March 31, 2019, 97,0532020, and 95,329 shares at December 31, 20182019, 93,422 shares at March 31, 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 three months ended March 31, 20192020 and 2018,2019, we withheld 7,63510,319 and 10,4367,635 shares, respectively, for employee taxes.


The accompanying notes are an integral part of these financial statements.


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NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
1.    Summary of Accounting Policies
Basis of Presentation
References in this document to the “Company,” “Chesapeake Utilities,” “we,” “us” and “our” are intended to mean Chesapeake Utilities Corporation, its divisions and/or its subsidiaries, as appropriate in the context of the disclosure.
The accompanying unaudited condensed consolidated financial statements have been prepared in compliance with the rules and regulations of the SEC and GAAP. In accordance with these rules and regulations, certain information and disclosures normally required for audited financial statements have been condensed or omitted. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto, included in our latest Annual Report on Form 10-K for the year ended December 31, 2018.2019. In the opinion of management, these financial statements reflect normal recurringall adjustments that are necessary for a fair presentation of our results of operations, financial position and cash flows for the interim periods presented.
Where necessary to improve comparability, prior period amounts have been changed to conform to current period presentation.
Due to the seasonality ofon our business, results for interim periods are not necessarily indicative of results for the entire fiscal year. Revenue and earnings are typically greater during the first and fourth quarters, when consumption of energy is highest due to colder temperatures.

Marlin Gas Transport and Ohl Fuel Oil Acquisitions
In December 2018, Marlin Gas Services acquired certain operating assetsBeginning in the third quarter of Marlin Gas Transport. The acquisition will enable us2019, our management began executing a strategy to offer solutions to supply interruption scenarios and tailor other alternatives where pipeline supplies are unavailable or inadequate to meet customer requirements.
In December 2018, Sharp acquired certain propane operating assets and customers of R. F. Ohl Fuel Oil, Inc. ("Ohl"), which provided propane distribution service to approximately 2,500 residential and commercial customers in Pennsylvania.
We accounted for the purchases ofsell the operating assets of Marlin Gas TransportPESCO. In connection with this strategy, during the third and Ohl,fourth quarter of 2019, we reached agreements with four entities to sell PESCO's assets and contracts. These transactions closed during the fourth quarter of 2019. As a result of the sale, we have fully exited the natural gas marketing business, which totaled approximately $18.4 million,provided natural gas management and supply services to commercial and industrial customers in Florida, Delaware, Maryland, Pennsylvania, Ohio and other states. Accordingly, PESCO’s historical financial results are reflected in our condensed consolidated financial statements as business combinations within our Unregulated Energy segment. Goodwilldiscontinued operations, which required retrospective application to financial information for all periods presented. Refer to Note 3, Acquisitions and Divestitures for further information.
Effects of $4.8 million, relatedCOVID-19
On March 13, 2020, the CDC declared a national emergency due to the Marlin Gas Transport acquisition,rapidly growing outbreak of COVID-19. In response to this declaration and $1.5 million, associatedthe rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These restrictions have significantly impacted economic conditions in the United States, and the economic impact is expected to continue as long as the social distancing restrictions remain in place. We are considered an “essential business,” which allows us to continue operational activities and construction projects while the social distancing restrictions remain in place. In response to the COVID-19 pandemic and related restrictions, we have implemented our pandemic response plan, which includes having all employees who can work remotely do so in order to promote social distancing and providing personal protective equipment to field employees to reduce the spread of COVID-19. For the first quarter of 2020, the COVID-19 impact on our results of operations or financial position was immaterial. Any future impact on our results of operations, liquidity or financial position from COVID-19, particularly from continued social distancing and other restrictions recommended or required by federal, state and local authorities, cannot be estimated at this time.  We are committed to communicating timely updates and will continue to monitor developments affecting our employees, customers, suppliers and shareholders and take additional precautions as warranted to operate safely and to comply with the Ohl acquisition, were initially recorded atCDC, state and local requirements in order to protect our employees, customers and the close of these transactions. The amounts recorded in conjunction with these acquisitions are preliminary and subject to adjustment based on additional valuations performed during the measurement period. Due to the timing of these acquisitions, the revenue and net income from these acquisitions in 2018 were immaterial. For the quarter ended March 31, 2019, these acquisitions generated the following operating revenue and income:communities we serve.
 Three Months Ended March 31, 2019
 Operating Revenue Operating Income
(in thousands)   
Marlin Gas Services$2,434
 $1,375
Ohl$822
 $273


FASB Statements and Other Authoritative Pronouncements
Recently Adopted Accounting Standards
LeasesFinancial Instruments - Credit Losses (ASC 842)326) - In FebruaryJune 2016, the FASB issued ASU 2016-02, Leases, 2016-13, Measurement of Credit Losses on Financial Instruments, which requires lesseeschanges how entities account for credit losses for most financial assets and certain other instruments, and subsequent guidance which served to recognize leases onclarify or amend the balance sheet and disclose key information about leasing arrangements. The standard establishes a right of use model that requires a lessee to recognize a right of use asset and lease liability for all leases with a term greater than 12 months. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASC 842 was subsequently amended byoriginal standard. ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; and ASU No. 2019-01, Codification Improvements. We adopted ASU 2016-022016-13 and the related amendments require entities to estimate lifetime expected credit losses for trade receivables and to provide additional disclosure related to credit losses. We adopted ASU 2016-13 on January 1, 2019,2020 and used the optional transition method for all existing leases. The optional transition method enables us to adopt the new standardrecorded an immaterial cumulative effect in retained earnings as of the beginning of the period of adoption and does not require restatement of prior period financial information.that date. As a result, prior period financial information has not been recast and continues to be reported under the accounting guidance that was effective during those periods.
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Our estimate for expected credit losses has been developed by analyzing our portfolio of financial assets that present potential credit exposure risk. These assets consist solely of our trade receivables from customers and contract assets. The estimate is based on five years of historical collections experience, a review of current economic and operating conditions in our service territories, and an examination of economic indicators which provide a reasonable and supportable basis of potential future activity. Those indicators include metrics which we believe provide insight into the future collectability of our trade receivables such as unemployment rates and economic growth statistics in our service territories.
When determining estimated credit losses we analyzed the balance of our trade receivables based on the underlying service line they pertain to. This resulted in an examination of trade receivables from our energy distribution, energy transmission, energy delivery services and propane operations service lines. Our energy distribution service line consists of all our regulated distribution utility operations on the Delmarva Peninsula and throughout Florida. These business units have the ability to recover their costs through the rate making process, which can include consideration for amounts historically written off as a component of their rate base. Therefore, they possess a mechanism to recover credit losses which we believe reduces their exposure to credit risk. Our energy transmission and energy delivery service business units consist of our natural gas pipelines and our mobile CNG delivery operations. The majority of the customer base these business units serve are regulated distribution utilities who also have the ability to recover their costs. We believe this cost recovery mechanism significantly reduces the amount of credit risk they present. Our propane operations are unregulated and do not have the same ability to recover their costs as our regulated operations. However, historically our propane operations have not had material write offs relative to the amounts of revenues earned.
Our estimate of expected credit losses reflects our anticipated losses associated with our trade receivables as a result of non-payment from our customers beginning the day the trade receivable is established. We believe the risk of loss associated with trade receivables classified as current presents the least amount of credit exposure risk and therefore, we assign a lower estimate to our current trade receivables. As our trade receivables age outside of their expected due date, our estimate increases. Our allowance for credit losses relative to the balance of our trade receivables has historically been immaterial as a result of on time payment activity from our customers.
During the first quarter of 2020, the COVID-19 virus began to rapidly spread within the United States. Federal, state and local governments throughout the country imposed restrictions to promote social distancing to slow the spread of the virus, which has also had the effect of limiting commercial activity. These measures have resulted in significant job loss and a slowing of economic activity across the United States and in the areas that we serve. At adoption, we electedthis time it is unclear as to when these restrictions might be eased or lifted, and the following practical expedients: (1) the ‘package of practical expedients,’ pursuanttiming and extent to which we did not need to reassess our prior conclusions about lease identification, lease classificationthey are lifted or eased may be determined by the state and initial direct costs, (2)local authorities with guidance from the ‘use-of-hindsight’ practical expedient,CDC. We have been identified as an “essential business” which allowedallows us to use hindsightcontinue operational activity and construction projects with social distancing restrictions in assessing impairment of our existing land easements, (3) creation of an accounting policy for short-term leases resulting in lease payments being recorded as an expense on a straight-line basis over the lease term, and (4) to not separate lease and non-lease components for all leases.
See Note 15, Leases, for additional information with respect toplace. We considered the impact of the adoptionCOVID-19 virus for the first quarter of 2020 and will continue to monitor developments which impact our customers’ ability to pay and revise our estimates as new information becomes available.
Our prior estimates for expected credit losses had not included an evaluation of current conditions or forward-looking economic indicators as we were not required to consider those factors under the leaseprevious incurred loss accounting guidance and the disclosures required by ASU 2016-02 and the related amendments.guidance. The below table provides a reconciliation of our allowance for credit losses at March 31, 2020:

(in thousands) 
Balance at December 31, 2019$1,337
Additions: 
Provision for credit losses273
Recoveries84
Deductions: 
Write offs(273)
Balance at March 31, 2020$1,421

Compensation - Stock CompensationFair Value Measurement (ASC 718)820) - In JuneAugust 2018, the FASB issued ASU 2018-07, Improvements2018-13, Disclosure Framework - Changes to Nonemployee Share-Based Payment Accountingthe Disclosure Requirements for Fair Value Measurement, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goodsremoves, modifies and services from nonemployees.adds certain disclosure requirements on fair value measurements in ASC 820. We adopted ASU 2018-07 on2018-13 for our annual and interim financial statements beginning January 1, 2019. Implementation of this new standard2020 and, since the changes only impacted disclosures, its adoption did not have a material impact on our financial position or results of operations.
Recent Accounting Standards Yet to be Adopted
Intangibles-Goodwill

Intangibles - Goodwill (ASC 350) - In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 will bewas effective for our annual and interim financial statements beginning January 1, 2020, although early adoption is permitted.2020. The amendments included in this ASU are to be applied prospectively. We believe that implementation of this new standard willprospectively, and are not expected to have a material impact on our financial position or results of operations.
Fair Value Measurement (ASC 820) - In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds certain disclosure requirements on fair value measurements in ASC 820. ASU 2018-13 will be effective for our annual and interim financial statements beginning January 1, 2020 and, since the changes only impact disclosures, will not have a material impact on our financial position or results of operations.


2.Calculation of Earnings Per Share


  Three Months Ended
  March 31,
  2020 2019
(in thousands, except shares and per share data)    
Calculation of Basic Earnings Per Share:    
Income from Continuing Operations $29,026
 $28,814
Loss from Discontinued Operations (96) (150)
Net Income $28,930
 $28,664
     
Weighted average shares outstanding 16,414,773
 16,384,927
     
Basic Earnings Per Share from Continuing Operations $1.77
 $1.76
Basic Loss Per Share from Discontinued Operations (0.01) (0.01)
Basic Earnings Per Share $1.76
 $1.75
     
Calculation of Diluted Earnings Per Share:    
Reconciliation of Denominator:    
Weighted shares outstanding—Basic 16,414,773
 16,384,927
Effect of dilutive securities—Share-based compensation 57,054
 47,925
Adjusted denominator—Diluted 16,471,827
 16,432,852
     
Diluted Earnings Per Share from Continuing Operations $1.77
 $1.75
Diluted Loss Per Share from Discontinued Operations (0.01) (0.01)
Diluted Earnings Per Share $1.76
 $1.74
  Three Months Ended
  March 31,
  2019 2018
(in thousands, except shares and per share data)    
Calculation of Basic Earnings Per Share:    
     
Net Income $28,664
 $26,855
Weighted average shares outstanding 16,384,927
 16,351,338
Basic Earnings Per Share $1.75
 $1.64
     
Calculation of Diluted Earnings Per Share:    
Reconciliation of Numerator:    
Net Income $28,664
 $26,855
Reconciliation of Denominator:    
Weighted shares outstanding—Basic 16,384,927
 16,351,338
Effect of dilutive securities—Share-based compensation 47,925
 51,647
Adjusted denominator—Diluted 16,432,852
 16,402,985
Diluted Earnings Per Share $1.74
 $1.64

 


3.Acquisitions and Divestitures

Acquisition of Elkton Gas
In December 2019, we entered into an agreement with SJI to acquire its subsidiary, Elkton Gas which provides natural gas distribution service to approximately 7,000 residential and commercial customers within a franchised area of Cecil County, Maryland. Upon completion of the transaction, Elkton Gas will become our wholly-owned subsidiary. The acquisition, which is expected to close in the third quarter of 2020, is subject to approval by the Maryland PSC. Elkton Gas’ territory is contiguous to our franchised service territory in Cecil County, Maryland. Elkton Gas will continue to operate out of its existing office with the same local personnel who are also expected to serve our existing franchised service territory in Cecil County.
Acquisition of Boulden
In December 2019, Sharp acquired certain propane operating assets of Boulden which provides propane distribution service to approximately 5,200 customers in Delaware, Maryland and Pennsylvania, for approximately $24.6 million, net of cash acquired. Additionally, the purchase price included $0.2 million of working capital. We recorded contingent consideration of $0.6 million related to the seller's adherence to various provisions contained in the contract through the first anniversary of the transaction closing. We accounted for the purchase of the operating assets of Boulden as a business combination and integrated the business into our Sharp operation. There are multiple strategic benefits to this acquisition
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including it: (i) overlays with the Elkton Gas acquisition to establish an integrated energy delivery platform in Cecil County, Maryland; (ii) includes an established customer base with opportunities for future growth; (iii) enables operational synergies, including supply, for the northern Delmarva Peninsula; and (iv) provides opportunities to market additional services and pricing programs to these customers.
In connection with this acquisition, we recorded $8.3 million in property, plant and equipment, $5.1 million in intangible assets associated with customer relationships and non-compete agreements and $11.2 million in goodwill, all of which is deductible for income tax purposes. The amounts recorded in conjunction with the acquisition are preliminary, and subject to adjustment based on contractual provisions and will be finalized in the fourth quarter of 2020. For the quarter ended March 31, 2020, Boulden generated operating revenue and income of $2.8 million and $1.4 million respectively.
Divestiture of PESCO
During the fourth quarter of 2019, we sold PESCO's assets and contracts in 4 separate transactions and exited the natural gas marketing business. As a result of the sales agreements, we began to report PESCO as discontinued operations during the third quarter of 2019 and excluded PESCO's performance from continuing operations for all periods presented and classified its assets and liabilities as held for sale where applicable.
We received a total of $22.9 million in cash consideration from the buyers, inclusive of working capital of $8.0 million. We recognized a pre-tax gain of $7.3 million ($5.4 million after tax) in connection with the closing of these transactions during the fourth quarter of 2019.

Operating revenues and costs of sales from the previous reporting periods, which were previously eliminated in consolidation, have been grossed up and are now reflected as a component of operating revenues and costs of sales for the three months ended March 31, 2019. We recast these amounts because, upon completion of the sales transactions, we continued to provide and receive services from the buyers through the remainder of the contractual terms.

A summary of discontinued operations presented in the condensed consolidated statements of income includes the following:    
  Three Months Ended
  March 31,
(in thousands) 2020 2019
Operating revenues(1)
 $
 $77,022
Cost of sales(1)
 (9) 75,162
Other operating expenses 116
 1,991
Operating loss (107)
(131)
Interest and other expense (24) (70)
Loss from Discontinued Operations before income taxes (131)
(201)
Income tax benefit (35) (51)
Loss from Discontinued Operations, Net of Tax $(96) $(150)

(1) Included in operating revenues and cost of sales for the three months ended March 31, 2019, is $9.9 million representing amounts which had been previously eliminated in consolidation related to intercompany activity that will continue with the buyers after the disposition of the assets of PESCO.

Since the disposition of the assets and contracts of PESCO was completed in the fourth quarter 2019, there were no assets or liabilities classified as held for sale at March 31, 2020 and December 31, 2019.
We have elected not to separately disclose discontinued operations on the condensed consolidated statements of cash flows. The following table summarizes significant statements of cash flows data related to the discontinued operations of PESCO:
(in thousands) 
Three Months Ended
March 31, 2019
Depreciation and amortization $146
Deferred income taxes $1,396
Realized loss on commodity contracts $584


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Our Delmarva Peninsula natural gas distribution operations had asset management agreements with PESCO to manage their natural gas transportation and storage capacity. The agreements were effective as of April 1, 2017, and expired on March 31, 2020. As a result of the sale of the assets of PESCO, effective October 1, 2019, these agreements were managed by New Jersey Resource Energy Services Company through the remainder of the contract term. In March 2020, our Delmarva Peninsula natural gas distribution operations entered into asset management agreements with a third party to manage their natural gas transportation and storage capacity. The agreements were effective as of April 1, 2020, and expire on March 31, 2023. In addition to the asset management agreements, Eastern Shore had several firm transportation and capacity arrangements with PESCO which were included in the assets sold to United Energy Trading, LLC. Eastern Shore will continue to fulfill these arrangements throughout the remainder of their contractual term. These agreements currently have expiration dates of November 30, 2021.

3.4.     Revenue Recognition

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We recognize revenue when our performance obligations under contracts with customers have been satisfied, which generally occurs when our businesses have delivered or transported natural gas, electricity or propane to customers. We exclude sales taxes and other similar taxes from the transaction price. Typically, our customers pay for the goods and/or services we provide in the month following the satisfaction of our performance obligation.
The revenues in the following tables exclude operating revenues from PESCO that are now reflected as discontinued operations. The following table displays our revenue from continuing operations by major source based on product and service type for the three months ended March 31, 20192020 and 2018:2019:
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 Three months ended March 31, 2019 Three Months Ended March 31, 2018 Three months ended March 31, 2020 Three Months Ended March 31, 2019
(in thousands) Regulated Energy Unregulated Energy Other and Eliminations Total Regulated Energy Unregulated Energy Other and Eliminations Total Regulated Energy Unregulated Energy Other and Eliminations Total Regulated Energy Unregulated Energy Other and Eliminations Total
Energy distribution                                
Delaware natural gas division $27,549
 $
 $
 $27,549
 $32,072
 $
 $
 $32,072
 $26,567
 $
 $
 $26,567
 $27,549
 $
 $
 $27,549
Florida natural gas division 7,900
 
 
 7,900
 5,864
 
 
 5,864
 8,477
 
 
 8,477
 7,900
 
 
 7,900
FPU electric distribution 14,378
 
 
 14,378
 18,741
 
 
 18,741
 14,219
 
 
 14,219
 14,378
 
 
 14,378
FPU natural gas distribution 23,786
 
 
 23,786
 23,213
 
 
 23,213
 25,444
 
 
 25,444
 23,786
 
 
 23,786
Maryland natural gas division 10,047
 
 
 10,047
 10,672
 
 
 10,672
 9,138
 
 
 9,138
 10,047
 
 
 10,047
Sandpiper natural gas/propane operations 7,082
 
 
 7,082
 8,964
 
 
 8,964
Sandpiper Energy natural gas/propane operations 6,292
 
 
 6,292
 7,082
 
 
 7,082
Total energy distribution 90,742
 
 
 90,742
 99,526





99,526
 90,137
 
 
 90,137
 90,742





90,742
       
               
        
Energy transmission       
               
        
Aspire Energy 
 13,470
 
 13,470
 
 12,077
 
 12,077
 
 9,781
 
 9,781
 
 13,470
 
 13,470
Eastern Shore 19,056
 
 
 19,056
 15,597
 
 
 15,597
 19,279
 
 
 19,279
 19,056
 
 
 19,056
Peninsula Pipeline 3,565
 
 
 3,565
 2,098
 
 
 2,098
 4,824
 
 
 4,824
 3,565
 
 
 3,565
Total energy transmission 22,621
 13,470
 
 36,091

17,695

12,077



29,772
 24,103
 9,781
 
 33,884

22,621

13,470



36,091
                                
Energy generation       
               
        
Eight Flags 
 4,142
 
 4,142
 
 4,378
 
 4,378
 
 4,323
 
 4,323
 
 4,142
 
 4,142
       
               
        
Propane operations                                
Propane delivery operations 
 46,125
 
 46,125
 
 52,104
 
 52,104
 
 38,282
 
 38,282
 
 46,125
 
 46,125
                                
Energy services                
Energy delivery services                
Marlin Gas Services 
 2,434
 
 2,434
 
 
 
 
 
 1,309
 
 1,309
 
 2,434
 
 2,434
PESCO - Natural Gas Marketing 
 77,022
 
 77,022
   81,559
 
 81,559
Total energy services 
 79,456
 
 79,456
 
 81,559
 
 81,559
Other 
 20
 
 20
 
 
 
 
Total energy delivery services 
 1,329
 
 1,329
 
 2,434
 
 2,434
                                
Other and eliminations       
               
        
Eliminations (9,745) (5,496) (14,236) (29,477) (7,828) (5,245) (15,598) (28,671) (11,285) (25) (4,409) (15,719) (9,745) (5,496) (4,366) (19,607)
Other 
 405
 132
 537
 
 494
 194
 688
 
 341
 133
 474
 
 405
 132
 537
Total other and eliminations (9,745) (5,091) (14,104) (28,940) (7,828) (4,751) (15,404) (27,983) (11,285) 316
 (4,276) (15,245) (9,745) (5,091) (4,234) (19,070)
                                
Total operating revenues (1)
 $103,618

$138,102

$(14,104)
$227,616
 $109,393
 $145,367
 $(15,404) $239,356
 $102,955

$54,031

$(4,276)
$152,710
 $103,618
 $61,080
 $(4,234) $160,464
(1)Total operating revenues for the three months ended March 31, 2019,2020, include other revenue (revenues from sources other than contracts with customers) of $121,000$0.7 million and $84,000$0.1 million for our Regulated and Unregulated Energy segments, respectively, and $(589,000)$0.1 million and $73,000$0.1 million for our Regulated and Unregulated Energy segments, respectively, for the three months ended March 31, 2018.2019. The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for the Maryland division and Sandpiper and late fees.fees

Contract balances
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The timing of revenue recognition, customer billings and cash collections results in trade receivables, unbilled receivables (contract assets), and customer advances (contract liabilities) in our condensed consolidated balance sheets. The balances of our trade receivables, contract assets, and contract liabilities as of DecemberMarch 31, 20182020 and MarchDecember 31, 2019 were as follows:
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  Trade Receivables Contract Assets (Non-current) Contract Liabilities (Current)
(in thousands)      
Balance at 12/31/2018 $83,214
 $2,614
 $480
Balance at 3/31/2019 72,162
 3,004
 305
Increase (decrease) $(11,052) $390
 $(175)

  Trade Receivables Contract Assets (Current) Contract Assets (Non-current) Contract Liabilities (Current)
(in thousands)        
Balance at 12/31/2019 $47,430
 $18
 $3,465
 $589
Balance at 3/31/2020 43,614
 18
 4,098
 428
Increase (decrease) $(3,816) $
 $633
 $(161)

Our trade receivables are included in trade and other receivables in the condensed consolidated balance sheets. Our current contract assets are included in other current assets in the condensed consolidated balance sheets. Our non-current contract assets are included in receivables and other assetsdeferred charges in the condensed consolidated balance sheetsheets and primarily relate to operations and maintenance costs incurred by Eight Flags that have not yet been recovered through rates for the sale of electricity to our electric distribution operation pursuant to a long-term service agreement.


At times, we receive advances or deposits from our customers before we satisfy our performance obligation, resulting in contract liabilities. At March 31, 2019 and December 31, 2018, we had a contract liability of $305,000 and $480,000, respectively, which wasContract liabilities are included in other accrued liabilities in the condensed consolidated balance sheet,sheets and which relatesrelate to non-refundable prepaid fixed fees for our Delmarva PeninsulaMid-Atlantic propane delivery operation's retail offerings. Our performance obligation is satisfied over the term of the respective retail offering plan on a ratable basis. For the three months ended March 31, 20192020 and 2018,2019, we recognized revenue of $287,000$0.4 million and $251,000,$0.3 million, respectively.


Remaining performance obligations
Our businesses have long-term fixed fee contracts with customers in which revenues are recognized aswhen performance obligations are satisfied over the contract term. Revenue for these businesses for the remaining performance obligations, at March 31, 20192020, are expected to be recognized as follows:


(in thousands)2020 2021 2022 2023 2024 2025 2026 and thereafter
Eastern Shore and Peninsula Pipeline$28,084
 $34,404
 $27,249
 $21,795
 $19,548
 $18,699
 $177,607
Natural gas distribution operations2,992
 4,124
 5,167
 4,936
 4,699
 4,166
 32,996
FPU electric distribution424
 566
 566
 566
 566
 275
 825
Total revenue contracts with remaining performance obligations$31,500
 $39,094
 $32,982
 $27,297
 $24,813
 $23,140
 $211,428

(in thousands)2019 2020 2021 2022 2023 2024 2025 and thereafter
Eastern Shore and Peninsula Pipeline$28,754
 $36,791
 $33,510
 $26,566
 $21,146
 $18,969
 $193,651
Natural gas distribution operations2,999
 3,587
 3,358
 3,320
 2,924
 2,910
 27,916
PESCO - Natural Gas Marketing4,435
 4,585
 1,706
 22
 
 
 
FPU electric distribution223
 297
 297
 109
 
 
 
Total revenue contracts with remaining performance obligations$36,411
 $45,260
 $38,871
 $30,017
 $24,070
 $21,879
 $221,567




4.5.Rates and Other Regulatory Activities


Our natural gas and electric distribution operations in Delaware, Maryland and Florida are subject to regulation by their respective PSC; Eastern Shore, our natural gas transmission subsidiary, is subject to regulation by the FERC; and Peninsula Pipeline, our intrastate pipeline subsidiary, is subject to regulation (excluding cost of service) by the Florida PSC.
Delaware
Effect of the TCJA on Customers: On January 31, 2019, the Delaware PSC approved the as-filed Delaware Division Delivery Service Rates reflecting the impact of the TCJA.  The new rates went into effect March 1, 2019, and we will have to complete refunds retroactive to February 2018, by June 30, 2019.  The order also provided for a line item billing credit that went into effect on April 1, 2019, for the return of the excess accumulated deferred income taxes ("ADIT").  Additional information on the TCJA impact is included in the table at the end of this Note 4, Rates and Other Regulatory Activities.
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Weather Normalization Adjustment:CGS: In JanuaryAugust 2019, we filed with the Delaware PSC an application requesting approvalseeking an order that will establish the regulatory accounting treatment and valuation methodology for the acquisition of propane CGS owned by our affiliate, Sharp, and the conversion of the CGS to implement a weather normalization adjustment. The proposed weather normalization adjustment will provide either a billing credit (during colder than normal weather) or surcharge (during warmer than normal weather) designed to produce natural gas billsservice. We propose to acquire each CGS one at a time and to pay replacement cost for each CGS system. In addition, we are requesting authorization to pay for and capitalize the CGS residents’ behind-the-meter conversion costs. Our existing natural gas customers will be protected against subsidizing the acquisitions and conversions of the CGS systems because we will complete only those systems that reflect normal temperatures. The weather normalization adjustment will ensure we do not over or under-collect Delaware PSC authorized levels of distribution revenues due to weather variability. Themeet our economic test. In September 2019, the Delaware PSC issued an order on March 19, 2019 to open a docket for the purpose of reviewing our application and formally reviewto conduct evidentiary hearings on the case.matter. A final order is anticipated in the second quarter of 2020.
Maryland
Approval of the Elkton Gas Acquisition:In December 2019, we entered into an agreement with SJI to acquire its subsidiary, Elkton Gas, which provides natural gas distribution service to approximately 7,000 residential and commercial customers within a franchised area of Cecil County, Maryland. Upon completion of the transaction, Elkton Gas will become our
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wholly-owned subsidiary. The acquisition, which is expected to close in the third quarter of 2020, is subject to approval by the Maryland PSC. Elkton Gas territory is contiguous to our franchised service territory in Cecil County, Maryland. We expect Elkton Gas will continue to operate out of its existing office with the same local personnel.
Application for Authority to Exercise a Franchise: In March 2020, we filed with the Maryland PSC an application seeking approval to exercise a franchise granted to us by the Board of County Commissioners of Somerset County, Maryland dated December 2019. We are anticipating a decision by the Maryland PSC in the second quarter of 2020.
Florida
Electric Limited Proceeding-Storm Recovery:Recovery (Pre-Hurricane Michael): In February 2018, FPU filed a petition with the Florida PSC, requesting recovery of incremental storm restoration costs related to several hurricanes and tropical storms, along with the replenishment of the storm reserve to its pre-storm level of $1.5 million. As a result of these hurricanes and tropical storms, FPU’s storm reserve was depleted and, at the time of this filing the petition, had a deficit of $779,000.$0.8 million. This matter went to hearing in December 2018 and was subsequently approved at the March 5, 2019 Agenda with the Final Order issued on March 25, 2019. FPU received approval to begin a surcharge of $1.54 per 1,000 kilowatt hour on customer bills for two years beginning in April 2019, to recover storm-related costs and replenish the storm reserve.
Hurricane Michael: In October 2018, Hurricane Michael passed through FPU's electric distribution operation's service territory in Northwest Florida. The hurricane caused widespread and severe damage to FPU's infrastructure resulting in the loss of electric service to 100 percent of its customers losing electrical service.in the Northwest Florida service territory. FPU, after exerting extraordinary hurricane restoration efforts, restored service to those customers who were able to accept it. FPU expended more than $65.0 million to restore service, which has beenwas recorded as new plant and equipment, charged against FPU’s accumulated depreciation or charged against FPU’s storm reserve. Additionally, amounts currently being reviewed by the Florida PSC for regulatory asset treatment have been recorded as receivables and other deferred charges.
In conjunctionAugust 2019, FPU filed a limited proceeding requesting recovery of storm-related costs associated with Hurricane Michael (capital and expenses) through a change in base rates. FPU also requested treatment and recovery of certain storm-related costs as regulatory assets for items currently not allowed to be recovered through the storm reserve as well as the recovery of capital replaced as a result of the storm. Recovery of these costs includes a component of an overall return on capital additions and regulatory assets. In the fourth quarter of 2019, FPU along with the hurricane-related expenditures, we executed two 13-month unsecured term loans as temporary financing, eachOffice of Public Counsel in Florida, filed a joint motion with the amount of $30 million. The interest cost associated with these loans is LIBOR plus 75 points. One ofFlorida PSC to approve an interim rate increase, subject to refund, pending the term loans was executed in December 2018;final ruling on the other was executed in January 2019. While there is a short-term negative impact, the storm is not expected to have a significant impact going forward, assuming reasonable regulatory treatment. We have begun preparing the necessary regulatory filings to seek recovery of the restoration costs incurred, including the financing costs for the temporary debt issued to fund the new plant and equipment.
Effect of the TCJA on Customers: In February 2018, the Florida PSC opened dockets to consider the impacts associated with the TCJA. In May 2018, FPU’s natural gas divisions filed petitions and supporting testimony regarding the disposition of the related impacts of the TCJA. Hearings on this matter took place in November 2018, and the staff's recommendationincurred. The petition was approved by the Florida PSC in November 2019 and temporary rate increases were implemented effective January 2020. The Company has fully reserved these interim rates, pending a final resolution and settlement of the limited proceeding.
In March 2020, we filed an update to our original filing to account for actual charges incurred through December 2019, revised the amortization period of the storm-related costs from 30 years as originally requested to 10 years, and included costs related to Hurricane Dorian of approximately $1.2 million in this filing. We continue to work with the Florida PSC and the petition is currently on the schedule for approval at the February 5, 2019 Agenda. Final orders were issued on February 25, 2019. Staff’s recommendations are summarizedFlorida PSC Agenda in the table at the end of this Note 4, Rates and Other Regulatory Activities.September 2020.
Imbalance Petition: Electric Depreciation Study: In FebruarySeptember 2019, FPU filed a petition, with the Florida PSC, for approval of its consolidated electric depreciation rates. Once approved, we expect the new rates to modifybe retroactively effective to January 1, 2020. The petition is currently on the pool manager cash out tiers and respective cash out rates. With this petition, FPU further facilitates consistency acrossschedule for approval at the Florida business unitsPSC agenda in September 2020.
Western Palm Beach Expansion Project: In June 2019, Peninsula Pipeline filed with the Florida PSC for approval of its Transportation Service Agreement with FPU. Peninsula Pipeline will construct several new interconnection points and eliminatespipeline expansions in Palm Beach County, Florida, which will enable FPU to serve an industrial research park and several new residential developments. Peninsula Pipeline will provide transportation service to FPU, increasing reliability, system pressure as well as introducing diversity in fuel source for natural gas to serve the unintentional arbitrage opportunity createdincreased demand in these areas. The petition was approved by the tariff.Florida PSC at the August 6, 2019 Agenda. Interim services began in the fourth quarter of 2019. The Company expects to complete the remainder of the project in phases through the third quarter of 2020.
Callahan Pipeline, Nassau County: In July 2019, Peninsula Pipeline filed a petition does not have a financial impact for approval of the firm transportation service agreement with FPU and it will benefit customers by lowering costs.the restructuring of the business and operational agreements between Peoples Gas, FPU and Seacoast Gas Transmission. This petition was approved by the Florida PSC at the April 2,December 10, 2019 Agenda. Peninsula Pipeline and Seacoast Gas Transmission are constructing a jointly owned 26-mile, 16-inch steel pipeline that interconnects to the Cypress Pipeline interstate system in western Nassau County in order to serve growing demand in both Nassau and Duval counties, Florida. The Callahan pipeline will terminate into the existing Peninsula Pipeline-Peoples Gas jointly owned pipeline, which serves Amelia Island and the Peoples Gas distribution system. The Callahan Pipeline will enhance FPU’s ability to expand service into Nassau County and will enable Peoples Gas to enhance its
Maryland Division
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system pressure and Sandpiper
There were no material regulatory mattersthe reliability of its service in Duval County. The project is expected to be placed in-service during the quarter.third quarter of 2020.
Eastern Shore
Del-Mar Energy Pathway Project: In September 2018, Eastern Shore filed a Certificate Application withDecember 2019, the FERC requesting authorization to construct and operateissued an order approving the construction of the Del-Mar Energy Pathway project,project. The order, which was applied for in September 2018 by Eastern Shore, approved the construction and operation of new facilities that will provide an additional 14,300 Dts/d of firm service to four4 customers. Facilities to be constructed include six6 miles of pipeline looping in Delaware; 13 miles of new mainline extension in Sussex County, Delaware and Wicomico and Somerset County,Counties in Maryland; and new pressure control and delivery stations in these counties. The benefits of this project include: (i) additional natural gas transmission pipeline infrastructure in eastern Sussex County, Delaware, and (ii) extension of Eastern Shore’s pipeline system, for the first time, into Somerset County, Maryland. DuringConstruction on the project began in January 2020, and Eastern Shore anticipates that this project will be fully in-service by the beginning of the fourth quarter of 2018,2021.

Capital Cost Surcharge: In December 2019, the FERC heldapproved Eastern Shore’s proposed capital cost surcharge to become effective January 1, 2020. The surcharge, an approved item in the settlement of Eastern Shore’s last general rate case, allows Eastern Shore to recover capital costs associated with mandated highway or railroad relocation projects that required the replacement of existing Eastern Shore facilities. Eastern Shore expects to recover $0.5 million in capital cost surcharges on an annual basis.

Renewable Natural Gas Tariff: In October 2019, Eastern Shore filed an application with the FERC to include renewable natural gas (biogas) utilization and standards in its tariff. Eastern Shore had proposed changes to its gas quality specifications that would enable it to accommodate renewable natural gas at various receipt points on its system. Changes to the gas quality specifications would ensure interchangeability of renewable natural gas with the natural gas currently delivered to Eastern Shore. The tariffs became effective in November 2019.

COVID-19 Impact
We are monitoring the global outbreak of COVID-19 and taking steps to mitigate the potential risks posed by its spread. We provide an “essential service” to our customers which means that it is paramount that we keep our employees who operate our business safe and informed. We have taken and are continuously monitoring and updating precautions and protocols to ensure the safety of our employees and customers. As an “essential business” we are allowed to continue operational activity and construction projects with appropriate safety precautions, personal protective equipment and social distancing restrictions in place. We have taken steps to assure our customers that disconnections for non-payment will be temporarily suspended. We are also working with our suppliers to understand the potential impacts to our supply chain; if material negative impacts are identified, we will work to mitigate them. This is a full project area scoping meetingrapidly evolving situation, and could lead to extended disruption of economic activity in Sussex County, Delawareour markets. We will continue to monitor developments affecting our employees, customers, suppliers and shareholders, and will take additional precautions as warranted to comply with the CDC, state and local requirements and recommendations to protect our employees, customers and the communities we serve.

As a result of these measures, we are incurring costs associated with crisis management and the pandemic response including restrictions put in place by the state PSCs on utility disconnects for non-payment, technology costs incurred to expand work from home capabilities, additional sanitation and cleaning costs and costs of acquiring personal protective equipment as well as other expenses. We are tracking and analyzing whether these costs qualify for cost recovery and could be classified as regulatory assets.

In April 2020, the Maryland PSC issued an order that authorized utilities to establish a Notice of Schedule for Environmental Review. The Environmental Assessmentregulatory asset to record prudently incurred incremental costs related to COVID-19, for the Del-Mar Energy Pathway project was issuedperiod beginning on April 1, 2019. AsMarch 16, 2020. The Maryland PSC found that the creation of a regulatory asset for COVID-19 related expenses will facilitate the recovery of those costs prudently incurred to serve customers during this period, and that the deferral of such costs is appropriate because the current catastrophic health emergency is outside the control of the date of this filing, finalutility and is a non-recurring event. We will continue to monitor similar orders issued by the FERC authorization was still pending.or the respective PSCs in our service territories to identify additional relief which could be available to our regulated businesses.







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Summary TCJA Table


The following table summarizes the TCJA impact on our regulated businesses:businesses as of March 31, 2020:
  Regulatory Liabilities related to ADITAccumulated Deferred Income Taxes ("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) $34,190Will be addressed in Eastern Shore's next rate case filingfiling. Implemented one-time bill credit (totaling $900,000)$0.9 million) in April 2018 -2018. Customer rates were adjusted in April 20182018.
Delaware Division (Delaware PSC) $13,08212,818PSC approved amortization of ADIT in January 20192019. Implemented one-time bill credit (totaling $1.5 million) in April 2019. Customer rates were adjusted in March 1, 2019. One-time bill credit to be implemented during the second quarter of 2019
Maryland Division (Maryland PSC) $4,1714,058PSC approved amortization of ADIT in May 20182018. Implemented one-time bill credit (totaling $365,000)$0.4 million) in July 2018 -2018. Customer rates were adjusted effectivein May 1, 20182018.
Sandpiper Energy (Maryland PSC) $3,8033,752PSC approved amortization of ADIT in May 20182018. Implemented one-time bill credit (totaling $608,000)$0.6 million) in July 2018 -2018. Customer rates were adjusted effectivein May 1, 20182018.
Chesapeake Florida Gas Division/Central Florida Gas (Florida PSC) $8,3468,274PSC issued order authorizing amortization and retention of net ADIT liability by the Company onin February 25, 20192019. 
PSC Staff recommendation issued on January 24, 2019;Florida PSC's final order was issued onin February 25, 2019; No one-time bill credit or adjustment in rates will be applied; the2019. Excluding GRIP, tax savings arising from the TCJA rate reduction will be retained by the Company

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 (includes FPU,(excludes Fort Meade and Indiantown) (Florida PSC) $19,47819,209
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$291Same 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) $5,9505,704In January 2019, PSC issued order approving amortization of ADIT through purchased power cost recovery, storm reserve and ratesrates. TCJA benefit will flow backis provided 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 yearsyears.

 
5.6. Environmental Commitments and Contingencies
We are subject to federal, state and local laws and regulations governing environmental quality and pollution control. These laws and regulations require us to remove or remediate, at current and former operating sites, the effect on the environment of the disposal or release of specified substances.
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MGP Sites
We have participated in the investigation, assessment or remediation of, and have exposures at, seven7 former MGP sites. We have received approval for recovery of clean-up costs in rates for sites located in Salisbury, Maryland; Seaford, Delaware; and Winter Haven, Key West, Pensacola, Sanford and West Palm Beach, Florida. We are also in discussions with the Maryland Department of Environment ("MDE") regarding another former MGP site located in Cambridge, Maryland.
As of March 31, 20192020 and December 31, 2018,2019, we had approximately $8.9$7.6 million and $9.1$8.0 million, respectively, in environmental liabilities related to FPU’s MGP sites in Key West, Pensacola, Sanford and West Palm Beach. FPU has approval to recover, from insurance and from customers through customer rates, up to $14.0 million of its environmental costs related to its MGP sites. As of March 31, 20192020 and December 31, 2018,2019, we had recovered approximately $11.6$12.1 million and $11.5$11.9 million, respectively, leaving approximately $2.4$1.9 million and $2.5$2.1 million, respectively, in regulatory assets for future recovery of environmental costs from FPU’s customers.
Environmental liabilities for our MGP sites are recorded on an undiscounted basis based on the estimate of future costs provided by independent consultants. We continue to expect that all costs related to environmental remediation and related activities, including any potential future remediation costs for which we do not currently have approval for regulatory recovery, will be recoverable from customers through rates.
The following is a summary of our remediation status and estimated costs to implement clean-up of our key MGP sites:
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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 other remaining portions, including the anticipated demolition of buildings on the site's west parcel in 2019.2020.Between $4.5 million to $15.4 million, including costs associated with the relocation of FPU’s operations at this site, which is necessary to implement the remedial plan, 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 less than $10,000. It is unlikely that FPU will incur any significant future costs associated with the site.immaterial.
Winter Haven (Florida)Remediation is ongoing.Not expected to exceed $425,000, which includes costs of implementing institutional controls at the site.$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 to mitigate on-site impact will beis being implemented, afterin accordance with the DNREC-approved Work Plan has been submitted and approved by DNREC.Plan.Between $273,000$0.2 million and $465,000.
Cambridge (Maryland)Currently in discussions with the MDE.Unable to estimate.$0.5 million.




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6.7.Other Commitments and Contingencies
Natural Gas Electric and Propane SupplyElectric
OurIn March 2020, our Delmarva Peninsula natural gas distribution operations haveentered into asset management agreements with a third party to manage their natural gas transportation and storage capacity. The agreements are effective as of April 1, 2020 and expire on March 31, 2023. Previously, our Delmarva Peninsula natural gas distribution operations had asset management agreements with PESCO to manage their natural gas transportation and storage capacity. The agreements were effective asSee Note 3, Acquisitions and Divestitures for additional details regarding the sale of April 1, 2017,PESCO's assets and each has a three-year term, expiring on March 31, 2020.contracts.
In May 2013, Sandpiper2019, our natural gas distribution operations and Eight Flags entered into a capacity, supply and operating agreementseparate asset management agreements with Eastern Gas & Water Investment Company, LLC ("EGWIC")Emera Energy Services, Inc. to purchase propane through May 2019. Sandpiper has the option to enter into either a fixed per-gallon price for some or all of the propane purchases or a market-based price utilizing one of two local propane pricing indices. Sandpiper's remaining commitment at March 31, 2019 was approximately 288,000 gallons. Sandpiper hasmanage their natural gas transportation capacity. The parties entered into an agreement with EGWIC to purchase any remaining assets at the end of the leaseshort-term agreements for a one-year term and will transfer them to Sharp.
Also in May 2013, Sharpbeginning July 2019 through July 2020. The parties also entered into long-term agreements for a separate supply and operating agreement with EGWIC. Under this agreement, Sharp has a commitment to supply propane to EGWIC through May 2019. Sharp's remaining commitment as of March 31, 2019 was approximately 288,000 gallons. The agreement between Sharp and EGWIC is separate from the agreement between Sandpiper and EGWIC.10-year term that will commence in July 2020.
Chesapeake Utilities' Florida Division has firm transportation service contracts with Florida Gas Transmission Company ("FGT") and Gulfstream.Gulfstream Natural Gas System, LLC ("Gulfstream"). Pursuant to a capacity release program approved by the Florida PSC, all of the capacity under these agreements has been released to various third parties, including PESCO.parties. Under the terms of these capacity release agreements, Chesapeake Utilities is contingently liable to FGT and Gulfstream should any party, that acquired the capacity through release, fail to pay the capacity charge.
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To date, Chesapeake Utilities has not been required to make a payment resulting from this contingency.
FPU’s electric supply contracts require FPU to maintain an acceptable standard of creditworthiness based on specific financial ratios. FPU’s agreement with Florida Power & Light Company requires FPU to meet or exceed a debt service coverage ratio of 1.25 times based on the results of the prior 12 months. If FPU fails to meet this ratio, it must provide an irrevocable letter of credit or pay all amounts outstanding under the agreement within five business days. FPU’s electric supply agreement with Gulf Power requires FPU to meet the following ratios based on the average of the prior six6 quarters: (a) funds from operations interest coverage ratio (minimum of two2 times), and (b) total debt to total capital (maximum of 65 percent). If FPU fails to meet the requirements, it has to provide the supplier a written explanation of actions taken, or proposed to be taken, to become compliant. Failure to comply with the ratios specified in the Gulf Power agreement could also result in FPU having to provide an irrevocable letter of credit. As of March 31, 2019,2020, FPU was in compliance with all of the requirements of its fuel supply contracts.
Eight Flags provides electricity and steam generation services through its CHP plant located on Amelia Island, Florida. In June 2016, Eight Flags began selling power generated from the CHP plant to FPU pursuant to a 20-year power purchase agreement for distribution to our electric customers. In July 2016, Eight Flags also started selling steam, pursuant to a separate 20-year contract, to the landowner on which the CHP plant is located. The CHP plant is powered by natural gas transported by FPU through its distribution system and Peninsula Pipeline through its intrastate pipeline.


Corporate Guarantees
We have issuedThe Board of Directors has authorized us to issue corporate guarantees to certain vendorssecuring obligations of our subsidiaries primarily PESCO. These corporateand to obtain letters of credit securing our subsidiaries' obligations. The maximum authorized liability under such guarantees provide for the paymentand letters of natural gas purchases in the event that PESCO defaults. PESCO has never defaulted on its obligations to pay its suppliers. The liabilities for these purchases are recorded when incurred.credit as of March 31, 2020 was $37.0 million. The aggregate amount guaranteed at March 31, 20192020 was approximately $77.3$17.9 million with the guarantees expiring on various dates through DecemberMarch 2, 2021. The amounts related to PESCO were $6.8 million and are expected to be terminated or transferred in the second quarter of 2020. See Note 3, Acquisitions and Divestitures, for additional details on the sale of assets and contracts for PESCO.
Chesapeake Utilities also guarantees the payment of FPU’s first mortgage bonds. The maximum exposure under this guarantee is the outstanding principal plus accrued interest balances. The outstanding principal balances of FPU’s first mortgage bonds approximate their carrying values (see Note 1415, Long-Term Debt, for further details).
As of March 31, 2019,2020, we have issued letters of credit totaling approximately $7.0$5.4 million related to the electric transmission services for FPU's electric division, the firm transportation service agreement between TETLP and our Delaware and Maryland divisions the payment of natural gas purchases for PESCO, and to our current and previous primary insurance carriers. These letters of credit have various expiration dates through MarchOctober 22, 2020. There have been no draws on these letters of credit as of March 31, 2019.2020. We do not anticipate that the counterparties will draw upon these letters of credit, and we expect that they will be renewed to the extent necessary in the future. The outstanding letters of credit as of March 31, 2020 also included those issued to support the operations of our divested subsidiary, PESCO. As a result of the sale of assets and contracts for PESCO, letters of credit associated with PESCO are expected to be terminated or transferred in the second quarter of 2020.

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7.8.Segment Information
We use the management approach to identify operating segments. We organize our business around differences in regulatory environment and/or products or services, and the operating results of each segment are regularly reviewed by the chief operating decision maker (our Chief Executive Officer) in order to make decisions about resources and to assess performance.
Our operations are entirely domestic and are comprised of two2 reportable segments:
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, the new mobile compressed natural gas utility and pipeline solutions subsidiary, and other energy services (natural gas marketing and related services). These operations are unregulated as to their rates and services. 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.
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 our mobile compressed natural gas 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, Acquisitions and Divestitures for additional details of the sale of PESCO.
The remainder of our operations isare presented as “Other businesses and eliminations,” which consists of unregulated subsidiaries that own real estate leased to Chesapeake Utilities, as well as certain corporate costs not allocated to other operations.

The following table presents financial information about our reportable segments:
 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
(in thousands)        
Operating Revenues, Unaffiliated Customers        
Regulated Energy $100,739
 $105,954
 $102,494
 $103,071
Unregulated Energy 126,877
 133,402
 50,216
 57,393
Total operating revenues, unaffiliated customers $227,616
 $239,356
 $152,710
 $160,464
Intersegment Revenues (1)
        
Regulated Energy $2,879
 $3,439
 $461
 $547
Unregulated Energy 11,225
 11,965
 3,815
 3,687
Other businesses 132
 194
 132
 132
Total intersegment revenues $14,236
 $15,598
 $4,408
 $4,366
Operating Income        
Regulated Energy $29,741
 $26,711
 $27,888
 $29,741
Unregulated Energy 15,127
 13,684
 13,841
 15,258
Other businesses and eliminations (875) 11
 384
 (875)
Operating income 43,993
 40,406
 42,113
 44,124
Other income (expense), net (45) 68
 3,318
 (57)
Interest charges 5,710
 3,664
 5,814
 5,628
Income before Income Taxes 38,238
 36,810
Income taxes 9,574
 9,955
Income from Continuing Operations before Income Taxes 39,617
 38,439
Income Taxes on Continuing Operations 10,591
 9,625
Income from Continuing Operations 29,026
 28,814
Loss from Discontinued Operations, net of tax (96) (150)
Net Income $28,664
 $26,855
 $28,930
 $28,664
    
(1)All significant intersegment revenues are billed at market rates and have been eliminated from consolidated operating revenues.
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(in thousands) March 31, 2019 December 31, 2018
Identifiable Assets    
Regulated Energy segment $1,343,061
 $1,345,805
Unregulated Energy segment 296,836
 306,045
Other businesses and eliminations 42,900
 41,821
Total identifiable assets $1,682,797
 $1,693,671



Our operations are entirely domestic.
(in thousands) March 31, 2020 December 31, 2019
Identifiable Assets    
Regulated Energy segment $1,448,114
 $1,434,066
Unregulated Energy segment 295,470
 296,810
Other businesses and eliminations 44,635
 52,322
Total identifiable assets $1,788,219
 $1,783,198



8.9.Stockholder's Equity
Accumulated Other Comprehensive Loss
Defined benefit pension and postretirement plan items, unrealized gains (losses) of our propane swap agreements call optionsand natural gas swaps and futures contracts, designated as commodity contracts cash flow hedges, are the components of our accumulated other comprehensive loss. The following tables present the changes in the balance of accumulated other comprehensive (loss)/income as of March 31, 20192020 and 2018.2019. All amounts except the stranded tax reclassification are presented net of tax.
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  Defined Benefit Commodity  
  Pension and Contract  
  Postretirement Cash Flow  
  Plan Items Hedges Total
(in thousands)      
As of December 31, 2019 $(4,933) $(1,334) $(6,267)
Other comprehensive income before reclassifications 
 895
 895
Amounts reclassified from accumulated other comprehensive income (loss) 66
 (888) (822)
Net current-period other comprehensive income 66
 7
 73
As of March 31, 2020 $(4,867) $(1,327) $(6,194)


(in thousands)      
As of December 31, 2018 $(5,928) $(785) $(6,713)
Other comprehensive income before reclassifications 
 3,021
 3,021
Amounts reclassified from accumulated other comprehensive income 107
 (39) 68
Net prior-period other comprehensive income 107
 2,982
 3,089
Prior-year reclassification 


 (115) (115)
As of March 31, 2019 $(5,821) $2,082
 $(3,739)
  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 before reclassifications 
 3,021
 3,021
Amounts reclassified from accumulated other comprehensive income/(loss) 107
 (39) 68
Net current-period other comprehensive income 107
 2,982
 3,089
Prior-year reclassification 
 (115) (115)
As of March 31, 2019 $(5,821) $2,082
 $(3,739)
(in thousands)      
As of December 31, 2017 $(4,743) $471
 $(4,272)
Other comprehensive loss before reclassifications 
 (2,232) (2,232)
Amounts reclassified from accumulated other comprehensive income/(loss) 94
 444
 538
Net prior-period other comprehensive income/(loss) 94
 (1,788) (1,694)
Stranded tax reclassification to retained earnings (1,022) 115
 (907)
As of March 31, 2018 $(5,671) $(1,202) $(6,873)

The following table presents amounts reclassified out of accumulated other comprehensive loss for the three months ended March 31, 20192020 and 2018.2019. Deferred gains or losses for our commodity contractscontract cash flow hedges are recognized in earnings upon settlement.
Table of Contents
  Three Months Ended
  March 31,
  2019 2018
(in thousands)    
Amortization of defined benefit pension and postretirement plan items:    
Prior service credit (1)
 $19
 $19
Net loss(1)
 (163) (149)
Total before income taxes (144)
(130)
Income tax benefit 37
 36
Net of tax $(107) $(94)
Gains and losses on commodity contracts cash flow hedges:    
Propane swap agreements (2)
 $606
 $(464)
Natural gas swaps (2)
 11
 (450)
Natural gas futures (2)
 (573) 298
Total before income taxes 44
 (616)
Income tax benefit (expense) (5) 172
Net of tax 39
 (444)
Total reclassifications for the period $(68) $(538)

  Three Months Ended
  March 31,
  2020 2019
(in thousands)    
Amortization of defined benefit pension and postretirement plan items:    
Prior service credit (1)
 $19
 $19
Net loss(1)
 (108) (163)
Total before income taxes (89)
(144)
Income tax benefit 23
 37
Net of tax $(66) $(107)
Gains and losses on commodity contracts cash flow hedges:    
Propane swap agreements (2)
 $1,227
 $606
Natural gas swaps (2)(3)
 
 11
Natural gas futures (2)(3)
 
 (573)
Total before income taxes 1,227
 44
Income tax benefit (expense) (339) (5)
Net of tax 888
 39
Total reclassifications for the period $822
 $(68)

(1)These amounts are included in the computation of net periodic costs (benefits). See Note 910, Employee Benefit Plans, for additional details.
(2) These amounts are included in the effects of gains and losses from derivative instruments. See Note 12, 13, Derivative Instruments, for additional details.
(3) PESCO's results for the first quarter of 2019 are reflected as discontinued operations in our condensed consolidated statements of income.
Amortization of defined benefit pension and postretirement plan items is included in operationsother expense, andnet gains and losses on propane swap agreements, call options and natural gas futures contracts are included in cost of sales in the accompanying condensed consolidated statements of income. The income tax benefit is included in income tax expense in the accompanying condensed consolidated statements of income.
Table of Contents





9.10.Employee Benefit Plans
Net periodic benefit costs for our pension and post-retirement benefits plans for the three months ended March 31, 20192020 and 20182019 are set forth in the following tables:
  Chesapeake
Pension Plan
 FPU
Pension Plan
 Chesapeake SERP Chesapeake
Postretirement
Plan
 FPU
Medical
Plan
For the Three Months Ended March 31, 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
(in thousands)                    
Interest cost $46
 $105
 $518
 $615
 $16
 $21
 $8
 $10
 $10
 $12
Expected return on plan assets (42) (127) (745) (693) 
 
 
 
 
 
Amortization of prior service credit 
 
 
 
 
 
 (19) (19) 
 
Amortization of net loss 65
 101
 135
 129
 5
 26
 12
 12
 
 
Net periodic cost (benefit) 69
 79
 (92) 51
 21
 47
 1
 3
 10
 12
Amortization of pre-merger regulatory asset 
 
 
 190
 
 
 
 
 2
 2
Total periodic cost $69
 $79
 $(92) $241
 $21
 $47
 $1
 $3

$12
 $14

  Chesapeake
Pension Plan
 FPU
Pension Plan
 Chesapeake SERP Chesapeake
Postretirement
Plan
 FPU
Medical
Plan
For the Three Months Ended March 31, 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018
(in thousands)                    
Interest cost $105
 $97
 $615
 $592
 $21
 $21
 $10
 $10
 $12
 $12
Expected return on plan assets (127) (138) (693) (774) 
 
 
 
 
 
Amortization of prior service credit 
 
 
 
 
 
 (19) (19) 
 
Amortization of net loss 101
 88
 129
 109
 26
 25
 12
 15
 
 
Net periodic cost (benefit) 79
 47
 51
 (73) 47
 46
 3
 6
 12
 12
Amortization of pre-merger regulatory asset 
 
 190
 191
 
 
 
 
 2
 2
Total periodic cost $79
 $47
 $241
 $118
 $47
 $46
 $3
 $6

$14
 $14


We expect to record immaterial pension and postretirement benefit costs of approximately $1.3 million for 2019. Included in these costs is approximately $543,000 related to continued amortization of the FPU pension regulatory asset, which represents the portion attributable to FPU’s regulated energy operations for the changes in funded status that occurred, but were not recognized, as part of net periodic benefit costs prior to the FPU merger in 2009. This was deferred as a regulatory asset by FPU prior to the merger, to be recovered through rates pursuant to a previous order by the Florida PSC.2020. The unamortized balance of this regulatory asset was approximately $351,000 and approximately $543,000 at March 31, 2019 and December 31, 2018, respectively. The other than service cost components of theour net periodic costs have been recorded or reclassified to other income (expense),expense, net in the condensed consolidated statements of income.

Pursuant to a Florida PSC order, FPU continues to record, as a regulatory asset, a portion of the unrecognized pension and postretirement benefit costs related to its regulated operations after the FPU merger. The portion of the unrecognized pension and postretirement benefit costs related to FPU’s unregulated operations and Chesapeake Utilities' operations is recorded to accumulated other comprehensive loss.

The following tables present the amounts included in the regulatory asset and accumulated other comprehensive loss that were recognized as components of net periodic benefit cost during the three months ended March 31, 20192020 and 2018:
2019:
For the Three Months Ended March 31, 2020 Chesapeake
Pension
Plan
 FPU
Pension
Plan
 Chesapeake SERP Chesapeake
Postretirement
Plan
 FPU
Medical
Plan
 Total
(in thousands)            
Prior service credit $
 $
 $
 $(19) $
 $(19)
Net loss 65
 135
 5
 12
 
 217
Total recognized in net periodic benefit cost 65
 135
 5
 (7) 
 198
             
Recognized from accumulated other comprehensive loss/(gain) (1)
 65
 26
 5
 (7) 
 89
Recognized from regulatory asset 
 109
 
 
 
 109
Total $65
 $135
 $5
 $(7) $
 $198

For the Three Months Ended March 31, 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
 129
 26
 12
 
 268
Total recognized in net periodic benefit cost 101
 129
 26
 (7) 
 249
Recognized from accumulated other comprehensive loss (1)
 101
 24
 26
 (7) 
 144
Recognized from regulatory asset 
 105
 
 
 
 105
Total $101
 $129
 $26
 $(7) $
 $249
For the Three Months Ended March 31, 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
 129
 26
 12
 
 268
Total recognized in net periodic benefit cost 101
 129
 26
 (7) 
 249
             
Recognized from accumulated other comprehensive loss/(gain) (1)
 101
 24
 26
 (7) 
 144
Recognized from regulatory asset 
 105
 
 
 
 105
Total $101
 $129
 $26

$(7)
$

$249




For the Three Months Ended March 31, 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 88
 109
 25
 15
 
 237
Total recognized in net periodic benefit cost 88
 109
 25
 (4) 
 218
Recognized from accumulated other comprehensive loss (1)
 88
 21
 25
 (4) 
 130
Recognized from regulatory asset 
 88
 
 
 
 88
Total $88
 $109
 $25

$(4)
$

$218

(1) See Note 89, Stockholder's Equity.
During the three months ended March 31, 2019,2020, we contributed approximately $33,000$0.3 million to the FPU Pension Plan. Our contribution to the Chesapeake Pension Plan and approximately $233,000 to the FPU Pension Plan.was immaterial. We expect to contribute a total of approximately $163,000$0.3 million and approximately $1.2$3.2 million to the Chesapeake Pension Plan and FPU Pension Plan,Plans, respectively, during 2019,2020, which represents the minimum annual contribution payments required. A provision in the Coronavirus Aid, Relief, and Economy Stimulus Act, which was passed by Congress and signed into law by President Trump in March 2020, authorized the deferral of 2020 pension contributions to January 1, 2021. Despite this authorization, we will not defer any of our pension plan contributions to 2021.
The Chesapeake SERP, the Chesapeake Postretirement Plan and the FPU Medical Plan are unfunded and are expected to be paid out of our general funds. Cash benefits paid under the Chesapeake SERP for the three months ended March 31, 2019,2020 were approximately $38,000.immaterial. We expect to pay total cash benefits of approximately $383,000$0.2 million under the Chesapeake SERP in 2019.2020. Cash benefits paid under the Chesapeake Postretirement Plan, primarily for medical claims for the three months ended March 31, 2019,2020 were approximately $1,000.immaterial. We estimate that approximately $96,000$0.1 million will be paid for such benefits under the Chesapeake Postretirement Plan in 2019.2020. Cash benefits paid under the FPU Medical Plan, primarily for medical claims for the three months ended March 31, 2019,2020 were approximately $6,000.immaterial. We estimate that approximately $94,000$0.1 million will be paid for such benefits under the FPU Medical Plan in 2019.

2020.

10.11.Investments
The investment balances at March 31, 20192020 and December 31, 2018,2019, consisted of the following:
(in thousands)March 31,
2020
 December 31,
2019
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan)$7,194
 $9,202
Investments in equity securities23
 27
Total$7,217
 $9,229
(in thousands)March 31,
2019
 December 31,
2018
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan)$7,484
 $6,689
Investments in equity securities25
 22
Total$7,509
 $6,711

We classify these investments as trading securities and report them at their fair value. For the three months ended March 31, 20192020 and 2018,2019, we recorded a net unrealized loss of approximately $1.5 million and a net unrealized gain of approximately $727,000 and a net unrealized loss of approximately $44,000,$0.7 million, respectively, in other expense, net in the condensed consolidated statements of income related to these investments. For the investment in the Rabbi Trust, we also have recorded an associated liability, which is included in other pension and benefit costs in the condensed consolidated balance sheets and is adjusted each period for the gains and losses incurred by the investments in the Rabbi Trust.
 
11.12.Share-Based Compensation
Our non-employee directors and key employees are granted share-based awards through our SICP. We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation. The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted and the number of shares to be issued at the end of the service period.
The table below presents the amounts included in net income related to share-based compensation expense for the three months ended March 31, 20192020 and 2018:2019:
  Three Months Ended
  March 31,
  2020 2019
(in thousands)    
Awards to non-employee directors $176
 $149
Awards to key employees 880
 338
Total compensation expense 1,056
 487
Less: tax benefit (276) (127)
Share-based compensation amounts included in net income $780
 $360


  Three Months Ended
  March 31,
  2019 2018
(in thousands)    
Awards to non-employee directors $149
 $135
Awards to key employees 338
 1,385
Total compensation expense 487
 1,520
Less: tax benefit (127) (416)
Share-based compensation amounts included in net income $360
 $1,104

Non-employee Directors
Shares granted to non-employee directors are issued in advance of the directors’ service periods and are fully vested as of the date of the grant. We record a prepaiddeferred expense equal to the fair value of the shares issued and amortize the expense equally over a service period of one year. In May 2018,2019, after the most recent election of directors, each of our continuing non-employee directors received an annual retainer of 792751 shares of common stock under the SICP for service as a director through the 20192020 Annual Meeting of Stockholders. Our former PresidentStockholders; accordingly, 6,759 shares, with a weighted average fair value of $93.14 per share, were issued and Chief Executive Officer, Michael P. McMasters, retired on December 31, 2018 and continued asvested in 2019.
In January 2020, a newly appointed member of the Board of Directors beginning January 1, 2019. Mr. McMasters received a pro-rated grantretainer of 276254 shares of common stock under the SICP for serviceto serve as a non-employee director from January 1, 2019 through the 20192020 Annual Meeting of Stockholders. TheseThe shares were issued andawarded to the non-employee director immediately vested upon issuance in January 2019 at2020, had a weighted average fair value of $75.70.$95.83 per share, and the expense will be recognized over the remaining service period ending on the date of the 2020 Annual Meeting of Stockholders.
At March 31, 2019,2020, there was approximately $52,000$0.1 million of unrecognized compensation expense related to shares granted to non-employee directors. This expense will be recognized over the remaining service period ending April 30, 2019. See Note 1, Summary of Accounting Policies, for additional information regarding ASU 2018-07 and its impact on the accounting for non-employee share-based payments.date of the 2020 Annual Meeting of Stockholders.
Key Employees
The table below presents the summary of the stock activity for awards to key employees for the three months ended March 31, 2019:2020:
  Number of Shares 
Weighted Average
Fair Value
Outstanding—December 31, 2019 157,817
 $80.28
Granted 65,775
 $92.78
Vested (35,651) $66.48
Expired (5,302) $65.32
Outstanding—March 31, 2020 182,639
 $87.01
  Number of Shares 
Weighted Average
Fair Value
Outstanding—December 31, 2018 131,741
 $67.24
Granted 45,016
 $91.19
Vested (25,831) $67.08
Expired (15,086) $69.28
Outstanding—March 31, 2019 135,840
 $74.05

In February 2019,2020, our Board of Directors granted awards of 45,01665,775 shares of common stock to key employees under the SICP. The shares granted are multi-year awards that will vest at the end of the three-year service period ending December 31, 2021.2022. All of these stock awards are earned based upon the successful achievement of long-term financial results, which comprise market-based and performance-based conditions or targets. The fair value of each performance-based condition or target is equal to the market price of our common stock on the grant date of each award. For the market-based conditions, we used the Black-Scholes pricing modelMonte Carlo valuation to estimate the fair value of each market-based award granted.
In March 2019,2020, upon the election of certain of our executive officers, we withheld shares with a value at least equivalent to each such executive officer’s minimum statutory obligation for applicable income and other employment taxes related to shares that we awarded in February 20192020 for the performance period ended December 31, 2018,2019, remitted the cash to the appropriate taxing authorities, and paid the balance of such awarded shares to each such executive officer. We withheld 7,63510,319 shares, based on the value of the shares on their award date, determined by the average of the high and low prices of our common stock.date. Total combined payments for the employees’ tax obligations to the taxing authorities were approximately $692,000.

$1.0 million.
At March 31, 2019,2020, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $12.4$15.7 million. At March 31, 2019,2020, there was approximately $4.3$6.7 million of unrecognized compensation cost related to these awards, which is expected to be recognized as expense from 2019the remainder of 2020 through 2021.2022.
Stock Options
We did not have anyThere were no stock options outstanding at or issued during the three months ended March 31, 2019 or 2018, nor were any stock options issued during these periods.2020 and 2019.


12.Derivative Instruments


13.    Derivative Instruments

We use derivative and non-derivative contracts to manage risks related to obtaining adequate supplies and the price fluctuations of natural gas, electricity and propane. Our natural gas, electric and propane distribution operations have entered into agreements with suppliers to purchase natural gas, electricity and propane for resale to our customers. Aspire Energy has entered into contracts with producers to secure natural gas to meet its obligations. Purchases under these

contracts typically either do not meet the definition of derivatives or are considered “normal purchases and normal sales” and are accounted for on an accrual basis. Both ourOur propane distribution and natural gas marketing operations may also enter into fair value hedges of their inventory or cash flow hedges of their future purchase commitments in order to mitigate the impact of wholesale price fluctuations. As of March 31, 2019,2020, our natural gas and electric distribution operations did not have any outstanding derivative contracts.
PESCO's Derivative Instruments
As discussed in Note 3, Acquisitions and Divestitures, during the fourth quarter of 2019, we sold PESCO's assets and contracts, and therefore, no longer have natural gas futures and contracts recorded in our condensed consolidated financial statements.
Volume of Derivative Activity
As of March 31, 2019,2020, the volume of our open commodity derivative contracts were as follows:
Business unit Commodity Quantity hedged (in millions) Designation Longest Expiration date of hedge
PESCONatural gas (Dts)21.7Cash flows hedgesDecember 2022
PESCONatural gas (Dts)3.8Not designatedMarch 2021
Sharp Propane (gallons) 5.415.9 Cash flows hedges June 20212022
PESCO entered into natural gas futures contracts associated with the purchase and sale of natural gas to specific customers. We designated and accounted for them as cash flow hedges. The change in fair value of the natural gas futures contracts is recorded as unrealized gain (loss) in other comprehensive income (loss) and later recognized in the statement of income in the same period and in the same line item as the hedged transaction. We expect to reclassify approximately $2.1 million from accumulated other comprehensive loss to earnings during the next 12-month period ending March 31, 2020.
Sharp entered into futures and swap agreements to mitigate the risk of fluctuations in wholesale propane index prices associated with the propane volumes expected to be purchased during the heating season. Under the futures and swap agreements, Sharp will receive the difference between: (i) the index prices (Mont Belvieu prices in August 2018for March 2020 through June 2021)March 2024), and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices. If the index prices are lower than the swap prices, Sharp will pay the difference. We designated and accounted for propane swaps as cash flows hedges. The change in the fair value of the swap agreements is recorded as unrealized gain (loss) in other comprehensive income (loss) and later recognized in the statement of income in the same period and in the same line item as the hedged transaction. We expect to reclassify approximately $503,000$1.5 million from accumulated other comprehensive income (loss)loss to earnings during the next 12-month period endingended March 31, 2020.
Balance Sheet Offsetting

PESCO has entered into master netting agreements with counterparties that enable it to net the counterparties' outstanding accounts receivable and payable, which are presented on a net basis in the condensed consolidated balance sheets. The following table summarizes the accounts receivable and payable on a gross and net basis at March 31, 2019 and December 31, 2018:

  At March 31, 2019
(in thousands) Gross amounts Amounts offset Net amounts
Accounts receivable $8,832
 $3,264
 $5,568
Accounts payable $15,906
 $3,264
 $12,642
  At December 31, 2018
(in thousands) Gross amounts Amounts offset Net amounts
Accounts receivable $12,368
 $3,834
 $8,534
Accounts payable $24,741
 $3,834
 $20,907
2021.
Broker Margin
Futures exchanges have contract specific margin requirements that require the posting of cash or cash equivalents relating to traded contracts. Margin requirements consist of initial margin that is posted upon the initiation of a position, maintenance margin that is usually expressed as a percent of initial margin, and variation margin that fluctuates based on the daily MTMmark-to-market relative to maintenance margin requirements. We currently maintain separatea broker margin accountsaccount for Sharp, and PESCO. The balances arewith the balance related to the account is as follows:
(in thousands)Balance Sheet Location March 31, 2020 December 31, 2019
SharpOther Current Assets $3,111
 $2,317

(in thousands)Balance Sheet Location At March 31, 2019 At December 31, 2018
PESCOOther Current Assets $(335) $2,810

Financial Statements Presentation


The following tables present information about the fair value and related gains and losses of our derivative contracts. We did not have any derivative contracts with a credit-risk-related contingency.

As of March 31, 2020 and December 31, 2019, we did not have material fair value hedges. The fair values of the derivative contracts recorded in the condensed consolidated balance sheets as of March 31, 20192020 and December 31, 2018,2019, are as follows:
  Derivative Assets
    Fair Value As Of
(in thousands) Balance Sheet Location March 31, 2020 December 31, 2019
Derivatives designated as cash flow hedges      
Propane swap agreements Derivative assets, at fair value $151
 $
Total asset derivatives   $151
 $
  Asset Derivatives
    Fair Value As Of
(in thousands) Balance Sheet Location March 31, 2019 December 31, 2018
Derivatives not designated as hedging instruments      
Natural gas futures contracts Derivative assets, at fair value $2,122
 $4,024
Derivatives designated as fair value hedges      
Propane put options Derivative assets, at fair value 
 71
Derivatives designated as cash flow hedges      
Natural gas futures contracts Derivative assets, at fair value 7,055
 9,059
Propane swap agreements Derivative assets, at fair value 44
 11
Total asset derivatives   $9,221
 $13,165

 


  Derivative Liabilities
    Fair Value As Of
(in thousands) Balance Sheet Location March 31, 2020 December 31, 2019
Derivatives designated as cash flow hedges      
Propane swap agreements Derivative liabilities, at fair value $1,986
 $1,844
Total liability derivatives   $1,986
 $1,844

  Liability Derivatives
    Fair Value As Of
(in thousands) Balance Sheet Location March 31, 2019 December 31, 2018
Derivatives not designated as hedging instruments      
Natural gas futures contracts Derivative liabilities, at fair value $2,638
 $4,562
Derivatives designated as cash flow hedges      
Natural gas futures contracts Derivative liabilities, at fair value 3,533
 8,705
Propane swap agreements Derivative liabilities, at fair value 627
 1,604
Total liability derivatives   $6,798
 $14,871
The effects of gains and losses from derivative instruments on the condensed consolidated financial statements are as follows:
  
   Amount of Gain (Loss) on Derivatives:
  Location of Gain For the Three Months Ended March 31,
(in thousands) (Loss) on Derivatives 2020 2019
Derivatives designated as cash flow hedges      
Propane swap agreements Cost of sales $1,227
 $606
Propane swap agreements Other comprehensive income 9
 1,009
       Natural gas swap contracts Other comprehensive loss 
 (59)
       Natural gas futures contracts Other comprehensive income 
 3,226
Total   $1,236
 $4,782

  
   Amount of Gain (Loss) on Derivatives:
  Location of Gain For the Three Months Ended March 31,
(in thousands) (Loss) on Derivatives 2019 2018
Derivatives not designated as hedging instruments      
Natural gas futures contracts Cost of sales $(22) $(2,835)
Propane swap agreements Cost of sales 
 (9)
Derivatives designated as cash flow hedges      
Propane swap agreements Cost of sales 606
 (464)
Propane swap agreements Other comprehensive income (loss) 1,009
 (992)
       Natural gas futures contracts Cost of sales (573) 298
       Natural gas swap contracts Cost of sales 11
 (450)
       Natural gas swap contracts Other comprehensive income (loss) 3,226
 (1,617)
       Natural gas futures contracts Other comprehensive income (loss) (59) 65
Total   $4,198
 $(6,004)



As of March 31, 2019, the following amounts were recorded in the condensed consolidated balance sheets related to fair value hedges:
(in thousands) Carrying Amount of Hedged ItemCumulative Adjustment Included in Carrying Amount of Hedged Item
Balance Sheet Location of Hedged Items At March 31, 2019At December 31, 2018At March 31, 2019At December 31, 2018
Inventory $6
$212
$
$

13.14.Fair Value of Financial Instruments
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The three levels of the fair value hierarchy are the following:
Fair Value HierarchyDescription of Fair Value LevelFair Value Technique Utilized
Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
Investments - equity securities - The fair values of these trading securities are recorded at fair value based on unadjusted quoted prices in active markets for identical securities.


Investments - mutual funds and other - The fair values of these investments, comprised of money market and mutual funds, are recorded at fair value based on quoted net asset values of the shares.


Level 2Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability
Derivative assets and liabilities - The fair values of forward contracts are measured using market transactions in either the listed or over-the-counter markets. The fair value of the propane put/call options and swap agreements and natural gas futures contracts are measured using market transactions for similar assets and liabilities in either the listed or over-the-counter markets.

Level 3Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity)
Investments - guaranteed income fund - The fair values of these investments are recorded at the contract value, which approximates their fair value.





Financial Assets and Liabilities Measured at Fair Value
The following tables summarize our financial assets and liabilities that are measured at fair value on a recurring basis and the fair value measurements, by level, within the fair value hierarchy as of March 31, 20192020 and December 31, 2018:2019:
   Fair Value Measurements Using:   Fair Value Measurements Using:
As of March 31, 2019 Fair Value 
Quoted Prices in
Active Markets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
As of March 31, 2020 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 $25
 $25
 $
 $
 $23
 $23
 $
 $
Investments—guaranteed income fund 695
 
 
 695
 835
 
 
 835
Investments—mutual funds and other 6,789
 6,789
 
 
 6,359
 6,359
 
 
Total investments 7,509
 6,814



695
 7,217
 6,382



835
Derivative assets 9,221
 
 9,221
 
 151
 
 151
 
Total assets $16,730

$6,814

$9,221

$695
 $7,368

$6,382

$151

$835
Liabilities:                
Derivative liabilities $6,798
 $
 $6,798
 $
 $1,986
 $
 $1,986
 $
 
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    Fair Value Measurements Using:
As of December 31, 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 803
 
 
 803
Investments—mutual funds and other 8,399
 8,399
 
 
Total investments 9,229
 8,426



803
Derivative assets 
 
 
 
Total assets $9,229

$8,426

$

$803
Liabilities:        
Derivative liabilities $1,844
 $
 $1,844
 $
    Fair Value Measurements Using:
As of December 31, 2018 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 $22
 $22
 $
 $
Investments—guaranteed income fund 686
 
 
 686
Investments—mutual funds and other 6,003
 6,003
 
 
Total investments 6,711
 6,025



686
Derivative assets 13,165
 
 13,165
 
Total assets $19,876

$6,025

$13,165

$686
Liabilities:        
Derivative liabilities $14,871
 $
 $14,871
 $

The following table sets forth the summary of the changes in the fair value of Level 3 investments for the three months ended March 31, 20192020 and 2018:2019:
 Three Months Ended 
 March 31,
 2020 2019
(in thousands)   
Beginning Balance$803
 $686
Purchases and adjustments9
 6
Transfers57
 
Distribution(38) 
Investment income4
 3
Ending Balance$835
 $695

 Three Months Ended 
 March 31,
 2019 2018
(in thousands)   
Beginning Balance$686
 $648
Purchases and adjustments6
 (48)
Investment income3
 2
Ending Balance$695
 $602


Investment income from the Level 3 investments is reflected in other expense, (net) in the condensed consolidated statements of income.

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At March 31, 2019,2020, there were no non-financial assets or liabilities required to be reported at fair value. We review our non-financial assets for impairment at least on an annual basis, as required.
Other Financial Assets and Liabilities
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and other accrued liabilities and short-term debt. The fair value of cash and cash equivalents is measured using the comparable value in the active market and approximates its carrying value (Level 1 measurement). The fair value of short-term debt approximates the carrying value due to its shortnear-term maturities and because interest rates approximate current market rates (Level 3 measurement).
At March 31, 20192020, long-term debt which includes current maturities but excludes capital lease obligations,debt issuance costs, had a carrying value of approximately $357.2$456.6 million, compared to the estimated fair value of $361.3$447.8 million. At December 31, 2019, long-term debt, which includes the current maturities but excludes debt issuance costs, had a carrying value of approximately $486.6 million, compared to a fair value of approximately $505.0 million. The fair value was calculated using a discounted cash flow methodology that incorporates a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, and with adjustments for duration, optionality, and risk profile. At December 31, 2018, long-term debt, which includes the current maturities but excludes a capital lease obligation, had a carrying value of approximately $327.2 million, compared to a fair value of approximately $323.8 million. The valuation technique used to estimate the fair value of long-term debt would be considered a Level 3 measurement.

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14.15.Long-Term Debt
Our outstanding long-term debt is shown below:
 March 31, December 31, March 31, December 31,
(in thousands) 2019 2018 2020 2019
FPU secured first mortgage bonds (1) :
        
9.08% bond, due June 1, 2022 $7,987
 $7,986
 $7,991
 $7,990
Uncollateralized senior notes:        
5.50% note, due October 12, 2020 4,000
 4,000
 2,000
 2,000
5.93% note, due October 31, 2023 15,000
 15,000
 12,000
 12,000
5.68% note, due June 30, 2026 23,200
 23,200
 20,300
 20,300
6.43% note, due May 2, 2028 7,000
 7,000
 6,300
 6,300
3.73% note, due December 16, 2028 20,000
 20,000
 18,000
 18,000
3.88% note, due May 15, 2029 50,000
 50,000
 50,000
 50,000
3.25% note, due April 30, 2032 70,000
 70,000
 70,000
 70,000
3.48% note, due May 31, 2038 50,000
 50,000
 50,000
 50,000
3.58% note, due November 30, 2038 50,000
 50,000
 50,000
 50,000
Term Note due January 21, 2020 30,000
 30,000
3.98% note, due August 20, 2039 100,000
 100,000
2.98% note, due December 20, 2034 70,000
 70,000
Term Note due February 28, 2020
 30,000
 
 
 30,000
Promissory notes 
 26
Finance lease obligation 909
 1,310
Less: debt issuance costs (589) (567) (808) (822)
Total long-term debt 357,507
 327,955
 455,783
 485,768
Less: current maturities (71,509) (11,935) (15,600) (45,600)
Total long-term debt, net of current maturities $285,998

$316,020
 $440,183

$440,168
(1) FPU secured first mortgage bonds are guaranteed by Chesapeake Utilities.
Term Notes
In December 2018, we issued a $30.0 million unsecured term note through PNC Bank N.A. with maturity date of January 21, 2020. The interest rate at March 31, 2019 and December 31, 2018 was 3.24% and 3.23%, respectively, which equals one month LIBOR rate plus 75 basis points. In January 2019, we issued a $30.0 million unsecured term note through Branch Banking and Trust Company, with a maturity date of February 28, 2020. The interest rate at March 31, 2019This note was 3.24%, which equals the one month LIBOR rate plus 75 basis points. As of March 31, 2019, these term notes totaling $60.0 million are includedpaid in the current maturities of long-term debt.full in February 2020 utilizing our short-term borrowing facilities.
Shelf Agreements
We have entered into Shelf Agreements with Prudential, MetLife and NYL, whom arewith no party under noany obligation to purchase any unsecured debt. We entered into theThe Prudential Shelf Agreement totaling $150.0 million was entered into in October 2015 and we issued $70.0 million of 3.25%3.25 percent unsecured debt in April 2017. The Prudential Shelf Agreement was then amended in September 2018 to increase the borrowing capacity back up to $150.0 million, and in August 2019, we issued $100.0 million of 3.98 percent unsecured debt. In January 2020, we submitted a request for Prudential accepted our request to purchase $50.0 million of our unsecured debt of $100.0 millionwhich was accepted and confirmed by Prudential. The Shelf Notes will bear interest at an interestthe rate of 3.98%3.00 percent per annum and the proceeds received from the issuance will be used to reduce short-term borrowings under our revolving credit facility, lines of credit and/or to fund capital expenditures. The closing of the issuance of the Shelf Notes is expected to occur on or before August 20, 2019. We entered intoJuly 15, 2020. In April 2020, the Prudential Shelf Agreement was amended to reinstate and increase the available borrowing capacity back to $150.0 million.
The NYL Shelf Agreement totaling $100.0 million was entered into in March 2017 and we issued unsecured debt totaling $100.0 million during 2018. The NYL Shelf Agreement was amended in November 2018 to add incrementalprovide additional borrowing capacity of $50.0 million. In February 2020, we submitted a request for NYL to purchase $40.0 million of our unsecured debt which was accepted and confirmed by NYL. The Shelf Notes will bear interest at the rate of 2.96 percent per annum and the proceeds received from the issuance will be used to reduce short-term borrowings under our revolving credit facility, lines of credit and/or to fund capital expenditures. The closing of the issuance of the Shelf Notes is expected to occur on or before August 14, 2020.

The MetLife Shelf Agreement was entered into in March 2017 and it expired in March 2020. As of March 31, 2019,2020, we had not requested that MetLife purchase unsecured senior debt under the MetLife Shelf Agreement. In April 2020, we
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agreed to commercial terms with MetLife to provide a new $150.0 million MetLife Shelf Agreement which we entered intofor a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in March 2017. May 2020.

The following table summarizes the available borrowing informationcapacity under our Shelf Agreements atand is reflective of activity that occurred subsequent to March 31, 2019:2020:
Table
(in thousands) Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
Shelf Agreement        
Prudential Shelf Agreement (1)
 $220,000
 $(170,000) $(50,000) $
NYL Shelf Agreement (2)
 150,000
 (100,000) (40,000) 10,000
Total Shelf Agreements as of March 31, 2020 370,000
 (270,000) (90,000) 10,000
         
Subsequent amendments / renewals:        
Prudential Shelf Agreement (3)
 150,000
 
 
 150,000
MetLife Shelf Agreement (4)
 150,000
 
 
 150,000
Total Shelf Agreements added after March 31, 2020 300,000
 
 
 300,000
Total Shelf Agreements as of May 5, 2020 $670,000
 $(270,000) $(90,000) $310,000

(1) In January 2020, we requested and Prudential accepted our request to purchase $50.0 million of Contents
our unsecured debt.

(2) In February 2020, we requested and NYL accepted our request to purchase $40.0 million of our unsecured debt.
(3) In April 2020, the Prudential Shelf Agreement was amended to reinstate and increase the available borrowing capacity back to $150.0 million.
  Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
(in thousands)        
Shelf Agreement        
Prudential Shelf Agreement $220,000
 $(70,000) $(100,000) $50,000
MetLife Shelf Agreement 150,000
 
 
 150,000
NYL Shelf Agreement 150,000
 (100,000) 
 50,000
Total $520,000
 $(170,000) $(100,000) $250,000
(4) In April 2020, we agreed to commercial terms with MetLife to provide a new $150.0 million MetLife Shelf Agreement for a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in May 2020.

The Uncollateralized Senior Notes, Shelf Agreements or Shelf Notes set forth certain business covenants to which we are subject when any note is outstanding, including covenants that limit or restrict our ability, and the ability of our subsidiaries, to incur indebtedness, or place or permit liens and encumbrances on any of our property or the property of our subsidiaries.


15.16.Short-Term Borrowings
We are authorized by our Board of Directors to borrow up to $400.0 million of short-term debt, as required, from among our various short-term debt facilities. These facilities are available to provide funds for our short-term cash needs to meet seasonal working capital requirements and to temporarily fund portions of our capital expenditures.

At March 31, 2020 and December 31, 2019, we had $254.3 million and $247.4 million, respectively, of short-term borrowings outstanding at the weighted average interest rates of 2.30 percent and 2.62 percent, respectively. We have an aggregate of $370.0 million in credit lines comprised of 4 unsecured bank credit facilities with 4 financial institutions, with $220.0 million in total available credit, and a Revolver with 5 participating Lenders totaling $150.0 million. All of these facilities expire in October 2020. The following table summarizes our short-term borrowing facilities information at March 31, 2020 and December 31, 2019:
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     Outstanding borrowings at  
(in thousands)Total Facility LIBOR Based Interest Rate March 31, 2020 December 31, 2019 Available at March 31, 2020
Bank Credit Facility         
Committed revolving credit facility A$55,000
  plus 0.75 percent $55,000
 $55,000
 $
Committed revolving credit facility B80,000
  plus 0.75 percent 72,389
 57,150
 7,611
Committed revolving credit facility C45,000
  plus 0.75 percent 35,515
 42,040
 9,485
Committed revolving credit facility D40,000
  plus 0.85 percent 40,000
 40,000
 
Committed revolving credit facility E(2)
150,000
  plus 1.125 percent 50,000
 50,000
 100,000
Total short term credit facilities$370,000
   252,904
 244,190
 $117,096
Book overdrafts(1)
    1,435
 3,181
  
Total short-term borrowing    $254,339
 $247,371
  
(1) If presented, these book overdrafts would be funded through the bank revolving credit facilities.
(2) This committed revolving credit facility includes a restriction that our short-term borrowings, excluding any borrowings under the committed revolving credit facility, shall not exceed $350.0 million.
As a result of the uncertainty regarding the length of and depth of the impacts of the COVID-19 pandemic, in April 2020, we received commitments for an additional $50.0 million of short-term debt capacity through two credit facilities that mature on October 31, 2020.  These facilities have a commitment fee of 35 basis points with an interest rate of 175 basis points over LIBOR, to the extent we borrow under these facilities. Additionally, we have also agreed to commercial terms for 2 additional short-term credit facilities totaling $45.0 million that mature on October 31, 2020. These credit facilities are expected to be finalized in May 2020.
The availability of funds under our credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in our revolving credit facilities to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent. As of March 31, 2020, we are in compliance with all of our debt covenants.

In April 2020, we entered into interest rate swaps with notional amounts totaling $70.0 million associated with 2 of our short-term lines of credit for a six-month term beginning April 2020 and terminating in October 2020. The interest rate swaps were entered to hedge the variability in cash flows attributable to changes in the short-term borrowing rates during this period. The respective fixed swap rates will be 0.3875 and 0.275 percent for the period. Our short-term borrowing will be based on the 30-day LIBOR rate. The interest swap will be cash settled monthly as the counter-party will pay us the 30-day LIBOR rate less the fixed rate.

17.Leases
    
We have entered into lease arrangements for office space, land, equipment, pipeline facilities and warehouses. These leases have been entered into to betterlease arrangements enable us to better conduct our business operations in the regions in which we operate. Office space is leased to provide adequate workspace for all our employees in several locations throughout the Mid-Atlantic, Mid-West and in Florida. We lease land at various locations throughout our service territories to enable us to inject natural gas into underground storage and distribution systems, for bulk storage capacity, for our propane operations and for storage of equipment used in repairs and maintenance of our infrastructure. We lease natural gas compressors to ensure timely and reliable transportation of natural gas to our customers. Additionally, we lease a pipeline to deliver natural gas to an industrial customer in Polk County, Florida. We also lease warehouses to store equipment and materials used in repairs and maintenance for our businesses.
Some of our leases are subject to annual changes in the Consumer Price Index (“CPI”). While lease liabilities are not re-measured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. A 100-basis-point increase in CPI would not have resulted in immaterialmaterial additional annual lease costs.

Most of our leases include options to renew, with renewal terms that
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can extend the lease term from one1 to 25 years or more. The exercise of lease renewal options is at our sole discretion. The amounts disclosed in our condensed consolidated balance sheet at March 31, 2019,2020 pertaining to the right of useright-of-use assets and lease liabilities, are measured based on our current expectations of exercising our available renewal options.

Our existing leases are not subject to any restrictions or covenants which preclude our ability to pay dividends, obtain financing or enter into additional leases.

We utilize our incremental borrowing rate, as the basis to calculate the present value of future lease payments, at lease commencement. Our incremental borrowing rate represents the rate that we would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

Leases with an initial term of 12 months or less are not recorded on our balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

We have elected not to separate non-lease components from all classes of our existing leases. Non-lease components have been accounted for as part of the single lease component to which they are related.
As of March 31, 2019,2020, we have not entered into any leases, which have not yet commenced, that would entitle us to significant rights or create additional obligations. The following table presents information related to our total lease cost included in our condensed consolidated statements of income:
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    Three Months Ended
    March 31,
( in thousands) Classification 2020 2019
Operating lease cost (1)
 Operations expense $626
 $635
Finance lease cost:      
Amortization of lease assets Depreciation and amortization  
 401
Interest on lease liabilities Interest expense 
 4
Net lease cost   $626
 $1,040
    Three Months Ended
    March 31,
( in thousands) Classification 2019 2018
Operating lease cost (1)
 Operations expense $635
 $1,107
Finance lease cost      
Amortization of lease assets Depreciation and amortization  401
 358
Interest on lease liabilities Interest expense 4
 17
Net lease cost   $1,040
 $1,482
(1) Includes short-term leases and variable lease costs, which are immaterialimmaterial.


The following table presents the balance and classifications of our right of use assets and lease liabilities included in our condensed consolidated balance sheet at March 31, 2020 and December 31, 2019:
(in thousands) Balance sheet classification March 31, 2020 December 31, 2019
Assets      
Operating lease assets Operating lease right-of-use assets $11,696
 $11,563
Total lease assets   $11,696
 $11,563
Liabilities      
Current      
Operating lease liabilities Other accrued liabilities $1,608
 $1,705
Noncurrent      
Operating lease liabilities Operating lease - liabilities 10,165
 9,896
Total lease liabilities   $11,773
 $11,601

(in thousands) Balance sheet classification Amount
Assets    
Operating lease assets Operating lease right-of-use assets $12,523
Finance lease assets Property, plant and equipment 1,839
Total lease assets   $14,362
Liabilities    
Current    
Operating lease liabilities Other accrued liabilities $1,642
Finance lease liabilities Current portion of long-term debt 909
Noncurrent    
Operating lease liabilities Other liabilities 10,873
Finance lease liabilities Long-term debt 
Total lease liabilities   $13,424


The following table presents our weighted-average remaining lease terms and weighted-average discount rates for our operating and financing leases at March 31, 2020 and December 31, 2019:
  March 31, 2020 December 31, 2019
Weighted-average remaining lease term (in years)
    
Operating leases 8.75
 8.88
Weighted-average discount rate    
Operating leases 3.8% 3.8%
At March 31, 2019
Weighted-average remaining lease term (in years)
Operating leases9.32
Finance leases0.17
Weighted-average discount rate
Operating leases3.8%
Finance leases3.5%

The following table presents additional information related to cash paid for amounts included in the measurement of lease liabilities included in our condensed consolidated statements of cash flows as of March 31, 20192020 and March 31, 2018:2019:
  Three Months Ended
  March 31,
(in thousands) 2020 2019
Operating cash flows from operating leases $527
 $537
Operating cash flows from finance leases $
 $4
Financing cash flows from finance leases $
 $401
  Three Months Ended
  March 31,
(in thousands) 2019 2018
Operating cash flows from operating leases $537
 $1,018
Operating cash flows from finance leases 4
 17
Financing cash flows from finance leases 401
 358


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The following table presents the future undiscounted maturities of our operating and financing leases at March 31, 20192020 and for each of the next five years and thereafter:
(in thousands) 
Operating 
Leases (1)
 Finance Leases Total 
Operating Leases (1)
Remainder of 2019 $1,539
 $910
 $2,449
2020 2,045
 
 2,045
Remainder of 2020 $1,545
2021 1,765
 
 1,765
 2,010
2022 1,659
 
 1,659
 1,916
2023 1,669
 
 1,669
 1,852
2024 1,431
 
 1,431
 1,597
2025 1,363
Thereafter 4,860
 
 4,860
 3,787
Total lease payments $14,968
 $910
 $15,878
 $14,070
Less: Interest 2,453
 1
 2,454
 2,297
Present value of lease liabilities $12,515
 $909
 13,424
 $11,773
(1)Operating lease payments include $3.8$4.1 million related to options to extend lease terms that are reasonably certain of being exercised.
The following table presents future minimum lease payments for our operating leases at December 31, 2018 under ASC 840 and is being presented for comparative purposes:
Year(s) 2019 2020 2021 2022 2023 Thereafter Total
(in thousands)              
Expected payments $2,349 $1,998 $1,761 $1,689 $1,642 $5,398 $14,837

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2018,2019, including the audited consolidated financial statements and notes thereto.
Safe Harbor for Forward-Looking Statements
We make statements in this Quarterly Report on Form 10-Q that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. One can typically identify forward-looking statements by the use of forward-looking words, such as “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” “potential,” “forecast” or other similar words, or future or conditional verbs such as “may,” “will,” “should,” “would” or “could.” These statements represent our intentions, plans, expectations, assumptions and beliefs about future financial performance, business strategy, projected plans and objectives of the Company. Forward-looking statements speak only as of the date they are made or as of the date indicated and we do not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. These statements are subject to many risks, uncertainties and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements. In addition to the risk factors described under Item 1A, Risk Factors in our 20182019 Annual Report on Form 10-K, and Item 1A, Risk Factors, in this Quarterly Report on Form 10-Q, such factors include, but are not limited to:
state and federal legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed and the degree to which competition enters the electric and natural gas industries;
the outcomes of regulatory, environmental and legal matters, including whether pending matters are resolved within current estimates and whether the related costs are adequately covered by insurance or recoverable in rates;
the impact of climate change, including the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change;
the impact of significant changes to current tax regulations and rates;
the timing of certification authorizations associated with new capital projects and the ability to construct facilities at or below estimated costs;
changes in environmental and other laws and regulations to which we are subject and environmental conditions of property that we now, or may in the future, own or operate;
possible increased federal, state and local regulation of the safety of our operations;
the inherent hazards and risks involved in transporting and distributing natural gas and electricity;
the economy in our service territories or markets, the nation, and worldwide, including the impact of economic conditions (which we do not control)control ) on demand for electricity, natural gas, propane or other fuels;
risks related to cyber-attacks or cyber-terrorism that could disrupt our business operations or result in failure of information technology systems;systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information;
• theadverse weather and other natural phenomena,conditions, including the economic, operational and other effects of hurricanes, ice storms and other damaging weather events;
customers' preferred energy sources;
industrial, commercial and residential growth or contraction in our markets or service territories;
the effect of competition on our businesses;businesses from other energy suppliers and alternative forms of energy;
the timing and extent of changes in commodity prices and interest rates;
the effect of spot, forward and future market prices on our various energy businesses;
the extent of our success in connecting natural gas and electric supplies to transmission systems, establishing and maintaining key supply sources; and expanding natural gas and electric markets;
the creditworthiness of counterparties with which we are engaged in transactions;
the capital-intensive nature of our regulated energy businesses;
our ability to access the results of financing efforts,credit and capital markets to execute our business strategy, including our ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings and general economic conditions;
the ability to successfully execute, manage and integrate a merger, acquisition or divestiture of assets or businesses and the related regulatory or other conditions associated with the merger, acquisition or divestiture;
the impact on our costs and funding obligations, under our pension and other post-retirement benefit plans, of potential downturns in the financial markets, lower discount rates, and costs associated with health care legislation and regulation;
the ability to continue to hire, train and retain appropriately qualified personnel; and
the effect of accounting pronouncements issued periodically by accounting standard-setting bodies.bodies; and

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risks related to the outbreak of a pandemic, including the duration and scope of the pandemic and the corresponding impact on our supply chains, our personnel, our contract counterparties, general economic conditions and growth, and the financial markets.

Introduction
We are an energy delivery company engaged in the distribution of natural gas, propane and electricity; the transmission of natural gas; the generation of electricity and steam, and in providing related services to our customers.
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Our strategy is focused on growing earnings from a stable utility foundation and investing in related businesses and services that provide opportunities for returns greater than traditional utility returns. We are focused on identifying and developing opportunities across the energy value chain, with emphasis on midstream and downstream investments that are accretive to earnings per share and consistent with our long-term growth strategy.
Our strategy is to consistently produce industry-leadingindustry leading total shareholder returnsreturn 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;acquisitions that complement our businesses;
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, ofwhile providing 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.

Due to the seasonality of our business, results for interim periods are not necessarily indicative of results for the entire fiscal year. Revenue and earnings are typically greater during the first and fourth quarters, when consumption of energy is normally highest due to colder temperatures.
The following discussions and those later in the document on operating income and segment results include the use of the term “gross margin," which is determined by deducting the cost of sales from operating revenue. Cost of sales includes the purchased cost of natural gas, electricity and propane and the cost of labor spent on direct revenue-producing activities, and excludes depreciation, amortization and accretion. Gross margin should not be considered an alternative to operating income or net income, which are determined in accordance with GAAP. We believe that gross margin, although a non-GAAP measure, is useful and meaningful to investors as a basis for making investment decisions. It provides investors with information that demonstrates the profitability achieved by us under our allowed rates for regulated energy operations and under our competitive pricing structures for unregulated energy operations. Our management uses gross margin in measuring our business units’ performance and has historically analyzed and reported gross margin information publicly. Other companies may calculate gross margin in a different manner.
Earnings per share information is presented for continuing operations on a diluted basis, unless otherwise noted.




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Results of Operations for the Three Months endedEnded March 31, 20192020
Overview
Chesapeake Utilities is a Delaware corporation formed in 1947. We are a diversified energy company engaged, through our operating divisions and subsidiaries, in regulated energy, unregulated energy and other businesses. We operate primarily on the Delmarva Peninsula and in Florida, Pennsylvania and Ohio and provide services centered on energy distribution, energy transmission, energy generation, propane operations and other energy services. These services include: natural gas distribution transmission, and marketing;transmission; electric distribution and generation; propane operations; steam generation; and other energy-related services.
In the fourth quarter of 2019, we completed the sale of the assets and contracts of PESCO. As a result, PESCO’s results for all periods presented have been separately reported as discontinued operations.
On March 13, 2020, the CDC declared a national emergency due to the rapidly growing outbreak of COVID-19. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These restrictions have significantly impacted economic conditions in the United States, and the economic impact is expected to continue as long as the social distancing restrictions remain in place. We are considered an “essential business,” which allows us to continue operational activities and construction projects while the social distancing restrictions remain in place. In response to the COVID-19 pandemic and related restrictions, we have implemented our pandemic response plan, which includes having all employees who can work remotely do so in order to promote social distancing and providing personal protective equipment to field employees to reduce the spread of COVID-19. For the first quarter of 2020, the COVID-19 impact on our results of operations or financial position was immaterial. Any future impact on our results of operations, liquidity, or financial position from COVID-19, particularly from continued social distancing and other restrictions recommended or required by federal, state and local authorities, cannot be estimated at this time.  We are committed to communicating timely updates and will continue to monitor developments affecting our employees, customers, suppliers and shareholders and take additional precautions as warranted to operate safely and to comply with the CDC, state and local requirements in order to protect our employees, customers and the communities we serve.
Operational Highlights
Our net income for the quarter ended March 31, 20192020 was $28.9 million, compared to $28.7 million or $1.74for the same quarter of 2019. Our earnings per share. This represents an increase of $1.8 million, or $0.10share for the quarter ended March 31, 2020 increased $0.02 to $1.76 per share, compared to netthe same quarter of 2019.
Our income of $26.9from continuing operations for the quarter ended March 31, 2020 was $29.0 million, or $1.64 per share, reportedcompared to $28.8 million for the same quarter in 2018.of 2019. Our earnings per share from continuing operations for the quarter ended March 31, 2020 increased $0.02 to $1.77 per share, compared to the same quarter of 2019. Operating income increaseddecreased by $3.6$2.0 million for the three monthsquarter ended March 31, 2019,2020, compared to the same period in the prior year, as margin increased by $10.1 million, or 11.1 percent, and was offset by a $1.8 million increase in growth-related depreciation, amortization and property taxes and a $4.7 million increase in other operating expenses. In addition, a final order by the Florida PSC allowing us to retain TCJA tax savings associated with lower federal income tax rates resulted in the reversal,year. Weather during the first quarter of 2020, was 20 and 17 percent warmer than the first quarter of 2019, on the Delmarva Peninsula and in Ohio, respectively, which was a significant driver of $1.3lower consumption and reduced operating income by $4.2 million. This decrease was largely offset by growth in earnings from our organic growth projects and contributions from the December 2019 acquisition of certain propane assets of Boulden. The decrease in operating income was offset by a $3.2 million gain from the sale of two properties as we consolidate our facilities in reserves for customer refunds recorded in 2018.support of our strategic initiatives.
Our net income for the quarter was impacted by an increase in interest charges
Table of $2.0 million, compared to the same period in 2018. The increase was attributable primarily to an increase of $980,000 in interest on higher levels of short-term borrowings, and an increase of $742,000 in interest on long-term debt, largely as a result of the issuance of the NYL Shelf Notes in May and November 2018 and term notes issued in December 2018 and January 2019 to finance the restoration of service to customers who lost service due to the impact of Hurricane Michael.Contents

 Three Months Ended   Three Months Ended  
 March 31, Increase March 31, Increase
 2019 2018 (decrease) 2020 2019 (decrease)
(in thousands except per share)            
Business Segment:      
Gross Margin      
Regulated Energy segment $29,741
 $26,711
 $3,030
 $68,123
 $67,102
 $1,021
Unregulated Energy segment 15,127
 13,684
 1,443
 31,803
 32,542
 (739)
Other businesses and eliminations (875) 11
 (886) (85) (107) 22
Total Gross Margin $99,841
 $99,537
 $304
      
Operating Income $43,993
 $40,406
 $3,587
      
Other expense income (expense), net (45) 68
 (113)
Regulated Energy segment $27,888
 $29,741
 $(1,853)
Unregulated Energy segment 13,841
 15,258
 (1,417)
Other businesses and eliminations 384
 (875) 1,259
Total Operating Income 42,113
 44,124
 (2,011)
Other income (expense), net 3,318
 (57) 3,375
Interest charges 5,710
 3,664
 2,046
 5,814
 5,628
 186
Pre-tax Income 38,238
 36,810
 1,428
Income taxes 9,574
 9,955
 (381)
Income from Continuing Operations Before Income Taxes 39,617
 38,439
 1,178
Income Taxes on Continuing Operations 10,591
 9,625
 966
Income from Continuing operations 29,026
 28,814
 212
Loss from Discontinued Operations (96) (150) 54
Net Income $28,664
 $26,855
 $1,809
 $28,930
 $28,664
 $266
Earnings Per Share of Common Stock      
Basic $1.75
 $1.64
 $0.11
Diluted $1.74
 $1.64
 $0.10
Basic Earnings Per Share of Common Stock      
Earnings from Continuing Operations $1.77
 $1.76
 $0.01
Loss from Discontinued Operations (0.01) (0.01) 
Basic Earnings Per Share of Common Stock $1.76
 $1.75
 $0.01
      
Diluted Earnings Per Share of Common Stock      
Earnings from Continuing Operations $1.77
 $1.75
 $0.02
Loss from Discontinued Operations (0.01) (0.01) 
Diluted Earnings Per Share of Common Stock $1.76
 $1.74
 $0.02
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Key variances in continuing operations, between the first quarter of 20192020 and the first quarter of 2018,2019, included:
(in thousands, except per share data) Pre-tax
Income
 Net
Income
 Earnings
Per Share
First Quarter of 2018 Reported Results $36,810
 $26,855
 $1.64
       
Adjusting for Unusual Items:      
Net impact of PESCO's MTM activity (5,591) (4,088) (0.24)
Impact of weather on customer consumption (2,523) (1,891) (0.12)
2018 retained tax savings for certain Florida natural gas operations 1,321
 990
 0.06
  (6,793) (4,989) (0.30)
       
Increased (Decreased) Gross Margins:      
Absence of the 2018 Bomb Cyclone and capacity constraints cost for PESCO 5,545
 4,157
 0.25
Eastern Shore and Peninsula Pipeline service expansions* 4,266
 3,198
 0.19
Margin contribution from Marlin Gas Services and Ohl (assets acquired in December 2018)* 2,805
 2,103
 0.13
Natural gas distribution - customer growth (excluding service expansions) 1,451
 1,088
 0.06
Higher propane retail margins per gallon 1,259
 944
 0.06
Unregulated Energy customers' consumption growth 879
 659
 0.04
Aspire Energy rate increases 779
 584
 0.04
Other margin for PESCO operations 731
 548
 0.03
Natural gas distribution - change in customer consumption (non-weather) (485) (364) (0.02)
Lower wholesale propane margins and sales (453) (340) (0.02)
Conversion of Sandpiper customers to natural gas 382
 287
 0.02
Florida GRIP* 223
 167
 0.01
  17,382
 13,031
 0.79
       
 Decreased (Increased) Other Operating Expenses:      
Depreciation, asset removal and property tax costs due to growth investments (1,560) (1,169) (0.07)
Incentive compensation costs (based on timing and period-over-period results) (1,931) (1,448) (0.09)
Operating expenses for Marlin Gas Services and Ohl (assets acquired in December 2018) (1,157) (867) (0.05)
Benefits and other employee-related expenses (732) (549) (0.03)
Payroll expense (increased staffing and annual salary increases) (673) (504) (0.03)
Operating expenses to support growth for PESCO (431) (323) (0.02)
  (6,484) (4,860) (0.29)
       
Interest charges (2,046) (1,534) (0.09)
Change in effective tax rate 
 768
 0.05
Net other changes (631) (607) (0.06)
  (2,677) (1,373) (0.10)
       
First Quarter of 2019 Reported Results $38,238
 $28,664
 $1.74
(in thousands, except per share data) Pre-tax
Income
 Net
Income
 Earnings
Per Share
First Quarter of 2019 Reported Results from Continuing Operations $38,439
 $28,814
 $1.75
       
Adjusting for Unusual Items:      
Decreased customer consumption primarily due to warmer weather (4,220) (3,092) (0.19)
Absence of Florida tax savings (net of GRIP refunds) recorded in Q1 2019 for 2018 (910) (667) (0.04)
Gains from sales of assets 3,162
 2,317
 0.14
  (1,968)
(1,442)
(0.09)
       
Increased (Decreased) Gross Margins:      
Margin contribution from Boulden acquisition (completed December 2019)* 1,888
 1,383
 0.08
Increased retail propane margins per gallon 1,217
 892
 0.05
Natural gas distribution growth (excluding service expansions) 1,096
 803
 0.05
Peninsula Pipeline service expansions* 1,039
 761
 0.05
Higher Aspire Energy margins from negotiated rate increases 388
 284
 0.02
Marlin Gas Services - higher level of pipeline integrity services for existing customers in 2019* (982) (720) (0.04)
  4,646
 3,403
 0.21
       
 (Increased) Decreased Operating Expenses (Excluding Cost of Sales):      
Depreciation, amortization and property tax costs due to new capital investments (1,347) (987) (0.06)
Insurance expense (non-health) - both insured and self-insured (1,028) (753) (0.05)
Operating expenses from Boulden acquisition (completed December 2019) (535) (392) (0.02)
Facilities maintenance costs and outside services (462) (338) (0.02)
Payroll, Benefits and other employee-related expenses 1,293
 947
 0.06
  (2,079) (1,523) (0.09)

      
Interest Charges (186) (136) (0.01)
Other income tax effects 
 (651) (0.04)
Net other changes 765
 561
 0.04
  579
 (226) (0.01)
       
First Quarter of 2020 Reported Results from Continuing Operations $39,617
 $29,026
 $1.77
*See the Major Projects and Initiatives table.





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Summary of Key Factors
Recently Completed and Ongoing Major Projects and Initiatives
We constantly seekpursue and develop additional projects and initiatives in orderto serve existing and new customers, further grow our businesses and earnings, with the intention to increase shareholder value and serve our existing and new customers.value. The following table representsrepresent the major projectsprojects/initiatives recently completed and currently underway. Major projects/initiatives that have generated consistent year-over-year margin contributions are removed from the table. In the future, we will add new projects and initiatives to this table as such projectsonce negotiations are initiated.substantially final and the associated earnings can be estimated.
 Gross Margin for the Period
 Three Months Ended Year Ended Estimate for
 March 31, December 31, Fiscal
in thousands2019 2018 2018 2019 2020
Florida GRIP (1)
$3,565
 $3,342
 $13,323
 $14,204
 $15,565
2017 Eastern Shore System Expansion Project - including interim services4,800
 2,263
 9,238
 16,183
 15,799
Tax benefit retained by certain Florida entities(2)
2,115
 
 
 3,199
 1,879
Northwest Florida Expansion1,307
 
 3,485
 6,500
 6,500
Western Palm Beach County, Florida Expansion161
 
 54
 605
 4,711
Marlin Gas Services2,329
 
 110
 5,100
 6,000
Ohl propane acquisition (rolled into Sharp)476
 
 
 1,200
 1,236
Del-Mar Energy Pathway Project - including interim services165
 
 
 725
 3,039
Total$14,918
 $5,605
 $26,210
 $47,716
 $54,729
  Gross Margin for the Period
  Three Months Ended Year Ended Estimate for
  March 31, December 31, Fiscal
in thousands 2020 2019 2019 2020 2021
Expansions:          
Western Palm Beach County, Florida Expansion - including interim services $1,000
 $131
 $2,139
 $5,227
 $5,227
Del-Mar Energy Pathway - including interim services 189
 165
 731
 2,512
 4,100
Auburndale 170
 
 283
 679
 679
Callahan Intrastate Pipeline 
 
 
 3,219
 6,400
Guernsey Power Station 
 
 
 
 700
Marlin Gas Services 1,347
 2,329
 5,410
 6,400
 7,000
Total Expansions 2,706
 2,625
 8,563
 18,037
 24,106
Acquisitions:          
Boulden Propane 1,888
 
 329
 3,800
 4,200
Elkton Gas 
 
 
 TBD
 TBD
Total Acquisitions 1,888
 
 329
 3,800
 4,200
Regulatory Initiatives          
Florida GRIP (1)
 3,695
 3,782
 13,528
 14,858
 15,831
Hurricane Michael regulatory proceeding 
 
 
 TBD
 TBD
Total Regulatory Initiatives 3,695
 3,782
 13,528
 14,858
 15,831
           
Total $8,289
 $6,407
 $22,420
 $36,695
 $44,137
(1) All periods shown have been adjustedIn the first quarter of 2020, we recorded a reduction in depreciation expense totaling $0.3 million, as a result of a Florida PSC approved depreciation study that lowered annual depreciation rates. We also recorded $0.2 million in lower GRIP margin due to reflecta concurrent reduction in the lower customer ratessurcharge collected from customers as a result of the TCJA. Lower customerreduced depreciation rates are offset by the corresponding decrease in federal income tax expense and have no negative impact on net income.
(2) The amount disclosed forduring the first quarter of 2019 includes tax savings2020.

Detailed Discussion of $1.3Major Projects and Initiatives
Expansions

Western Palm Beach County, Florida Expansion
Peninsula Pipeline is constructing four transmission lines to bring additional natural gas to our distribution system in West Palm Beach, Florida. The first phase of this project was placed into service in December 2018 and generated incremental gross margin of $0.9 million, including interim services, for the yearthree months ended March 31, 2020 compared to 2019. We expect to complete the remainder of the project in phases through the third quarter of 2020, and estimate that the project will generate gross margin of $5.2 million in 2020 and beyond.

Del-Mar Energy Pathway
In December 31, 2018, due to2019, the FERC issued an order approving the construction of the Del-Mar Energy Pathway project. Eastern Shore anticipates that this project will be fully in-service by the Florida PSC allowing reversalbeginning of a TCJA refund reserve, recordedthe fourth quarter of 2021. The new facilities will provide: (i) an additional 14,300 Dts/d of firm service to four customers, (ii) additional natural gas transmission pipeline infrastructure in 2018, which increasedeastern Sussex County, Delaware, and (iii) represent the first extension of Eastern Shore’s pipeline system into Somerset County, Maryland. Construction of the project began in January 2020, and interim services in advance of this project generated $0.2 million gross margin for the three months ended March 31, 2020. The estimated gross margin from this project is approximately $2.5 million in 2020, $4.1 million in 2021 and $5.1 million annually thereafter.
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Auburndale
In August 2019, the Florida PSC approved Peninsula Pipeline's Transportation Service Agreement with the Florida Division of Chesapeake Utilities. Peninsula Pipeline purchased an existing pipeline owned by the Florida Division of Chesapeake Utilities and Calpine and has completed the construction of pipeline facilities in Polk County, Florida. Peninsula Pipeline provides transportation service to the Florida Division of Chesapeake Utilities increasing both delivery capacity and downstream pressure as well as introducing a secondary source of natural gas for the Florida Division of Chesapeake Utilities' distribution system. Peninsula Pipeline generated gross margin from this project of $0.2 million for the three months ended March 31, 2020 and expects to generate annual gross margin of $0.7 million in 2020 and beyond.

Callahan Intrastate Pipeline
In May 2018, Peninsula Pipeline announced a plan to construct a jointly owned intrastate transmission pipeline in Nassau County, Florida with Seacoast Gas Transmission.  The 26-mile pipeline, having an initial capacity of 148,000 Dts/d, will serve growing demand in both Nassau and Duval Counties, Florida. Construction of the project is currently ongoing and it is expected to be placed in-service during the third quarter of 2020. Peninsula Pipeline expects to generate gross margin of $3.2 million in 2020 and $6.4 million annually thereafter.

Guernsey Power Station
Guernsey Power Station, LLC ("Guernsey Power Station") and our affiliate, Aspire Energy Express, LLC ("Aspire Energy Express"), entered into a precedent firm transportation capacity agreement whereby Guernsey Power Station will construct a power generation facility and Aspire Energy Express will provide natural gas transportation service to this facility. Guernsey Power Station commenced construction of the project in October 2019.  Aspire Energy Express is expected to commence construction of the gas transmission facilities to provide the firm transportation service to the power generation facility in the second quarter of 2021.  This project is expected to produce gross margin of approximately $0.7 million in 2021 and $1.5 million in 2022. 

Marlin Gas Services
Marlin Gas Services provides temporary hold services, pipeline integrity services, emergency services for damaged pipelines and specialized gas services for customers who have unique requirements. We estimate that Marlin Gas Services will generate annual gross margin of approximately $6.4 million in 2020 and $7.0 million in 2021 and beyond. Marlin Gas Services continues to actively expand the territories it serves, as well as leverage its patented technology to serve liquefied natural gas transportation needs and to aid in the transportation of renewable natural gas from the supply sources to various pipeline interconnection points.

Acquisitions

Boulden Propane
In December 2019, Sharp acquired certain propane customers and operating assets of Boulden which provides propane distribution service to approximately 5,200 customers in Delaware, Maryland and Pennsylvania. The customers and assets acquired from Boulden have been assimilated into Sharp. The operations acquired from Boulden generated $1.9 million of incremental gross margin for the three months ended March 31, 2020. We estimate that this acquisition will generate annual gross margin of approximately $3.8 million in 2020, and $4.2 million in 2021, with the potential for additional growth in future years.
Elkton Gas
In December 2019, we entered into an agreement with SJI to acquire Elkton Gas, which provides natural gas distribution service to approximately 7,000 residential and commercial customers in Cecil County, Maryland contiguous to our existing franchise territory in Cecil County. The acquisition is expected to close in third quarter of 2020, subject to approval by that amount.the Maryland PSC.


Ongoing GrowthRegulatory Initiatives

Florida GRIP
Florida GRIP is a natural gas pipe replacement program approved by the Florida PSC that allows automatic recovery, through rates, of costs associated with the replacement of mains and services. Since the program's inception in August 2012, we have invested $131.4$148.7 million of capital expenditures to replace 268303 miles of qualifying distribution mains, including $4.1$4.8 million of new pipes during the first three months of 2019.2020. GRIP generated additional gross margin of $223,000 for the three months ended March 31, 2019 compared to the same period in 2018.
Major Projects and Initiatives Currently Underway
2017 Eastern Shore System Expansion Project
Eastern Shore has substantially completed the construction of a system expansion project that has increased its capacity by 26 percent. A few remaining segments are expected to be placed into service in various phases during the second quarter of 2019. The project generated $2.5 million in incremental gross margin during the three months ended March 31, 2019, compared to the same period in 2018. The project is expected to produce gross margin of approximately $16.2 million this year; $15.8 million annually, through 2022; and $13.2 million annually thereafter.
Northwest Florida Expansion Project
In May 2018, Peninsula Pipeline completed construction of transmission lines, and our Florida natural gas division completed construction of lateral distribution lines, to serve customers in Northwest Florida. The project generated incremental gross margin of $1.3$0.1 million for the three months ended March 31, 2019. The estimated annual2020 compared to 2019, on a gross margin from this project is $6.5 million, with the opportunity for additional margin as the remaining capacity is sold.basis.
Western Palm Beach County Belvedere, Florida Project
Peninsula Pipeline is constructing four transmission lines to bring natural gas to our distribution system in West Palm Beach, Florida. The first phase of this project was placed into service in December 2018 and generated $161,000 in additional gross margin for the three months ended March 31, 2019. We expect to complete the remainder of the project in phases through early 2020, and we estimate that the project will generate gross margin of $605,000 in 2019 and approximately $4.7 million in future years once fully in service.


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Marlin Gas Services
In December 2018, Marlin Gas Services, our newly created subsidiary, acquired certain operating assets of Marlin Gas Transport, a supplier of mobile compressed natural gas utility and pipeline solutions. The acquisition will allow us to offer solutions to supply interruption scenarios and provide other unique applications where pipeline supplies are unavailable or inadequate to meet customer requirements. Marlin Gas Services generated $2.3 million of incremental gross margin for the three months ended March 31, 2019. We estimate that this acquisition will generate additional annual gross margin of approximately $5.1 million in 2019 and $6.0 million annually thereafter.
Ohl Propane Acquisition
In December 2018, Sharp acquired certain propane customers and operating assets of Ohl. Located between two of Sharp's existing districts, Ohl provided propane distribution service to approximately 2,500 residential and commercial customers in Pennsylvania. The customers and assets acquired from Ohl have been assimilated into Sharp. The operations acquired from Ohl generated $476,000 of incremental gross margin for the three months ended March 31, 2019. We estimate that this acquisition will generate additional gross margin of approximately $1.2 million for Sharp in 2019, with the potential for additional growth in future years.
Del-Mar Energy Pathway Project
In September 2018, Eastern Shore filed for FERC authorization to construct the Del-Mar Energy Pathway project to provide an additional 14,300 dekatherms per day of capacity to four customers. The benefits of this project include additional natural gas transmission pipeline infrastructure in eastern Sussex County, Delaware, and the initial extension of Eastern Shore’s pipeline system into Somerset County, Maryland. Interim services in advance of this project generated $165,000 for the three months ended March 31, 2019. The estimated annual gross margin from this project is approximately $725,000 in 2019, $3.0 million in 2020, $4.6 million in 2021 and $5.1 million annually thereafter. Eastern Shore anticipates that this project will be fully in-service by mid-2021, contingent upon FERC issuing authorization for the project by August 2019.
Regulatory Initiatives
Florida Tax Savings Related to TCJA
In the first quarter of 2019, the2020, we recorded a reduction in depreciation expense totaling $0.3 million, as a result of a Florida PSC issued orders authorizing certain of our natural gas distribution operationsapproved depreciation study that lowered annual depreciation rates. We also recorded $0.2 million in lower GRIP margin due to retain a portionconcurrent reduction in the surcharge collected from customers as a result of the tax savings associated withreduced depreciation rates during the lower federal tax rates resulting from the TCJA. We expect these savings to continue in future years.first
Other major factors influencing gross margin
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Weather and Consumption
Weather conditions accounted for a $2.5 million decrease inquarter of 2020. Including this impact, gross margin duringgenerated from Florida GRIP for the first quarter of 2019 compared to the same period in 2018.  While period-over-period heating degree-days ("HDD") were essentially flat2020 decreased on the Delmarva Peninsula, extreme conditions during the 2018 "Bomb Cyclone" drove weather-related consumption in the first quarter of 2018 compared to the same period in 2019.  The decrease in consumption on the Delmarva Peninsula accounted for $1.1 million in lower first quarter 2019 gross margin for the propane operations and $310,000 for the natural gas distribution operations.  Weather in Florida was approximately 26 percent warmer in the first quarter of 2019, compared to the same period in 2018, and reduced consumptiona net basis by propane, electric and natural gas distribution customers which resulted in decreased margin of approximately $951,000.  The following table summarizes HDD and cooling degree-day (“CDD”) variances from the 10-year average HDD/CDD ("Normal") for the three months ended March 31, 2019 and 2018.$0.1 million.


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 Three Months Ended  
 March 31,  
 2019 2018 Variance
Delmarva     
Actual HDD2,322
 2,295
 27
10-Year Average HDD ("Normal")2,362
 2,354
 8
Variance from Normal(40) (59)  
Florida     
Actual HDD361
 490
 (129)
10-Year Average HDD ("Normal")518
 517
 1
Variance from Normal(157) (27) 
Ohio    
Actual HDD2,996
 2,991
 5
10-Year Average HDD ("Normal")3,045
 3,069
 (24)
Variance from Normal(49) (78)  
Florida     
Actual CDD134
 139
 (5)
10-Year Average CDD ("Normal")97
 89
 8
Variance from Normal37
 50
  
Natural Gas Distribution Margin Growth
New customer growth in the Company's natural gas distribution operations generated $1.5 million of additional margin, which was partially offset by $485,000 in lower margin due to fewer volumes sold to commercial and industrial customers in Florida and at Sandpiper. The details for the three months ended March 31, 2019 are provided in the following table:
  Three Months Ended
(in thousands) March 31, 2019
Customer Growth:  
Residential $637
Commercial and industrial, excluding new service in Northwest Florida 529
New service in Northwest Florida 285
Total Customer Growth 1,451
Non-Weather Change in Customer Consumption:  
Residential (89)
Commercial and industrial (396)
Total Decline in Customer Consumption (485)
Total (or net) Increase in Natural Gas Distribution Margin $966

The additional margin from new customers reflects an increase of approximately 3.9 percent in the average number of residential customers served on the Delmarva Peninsula, approximately 3.2 percent growth in new residential customers served in Florida, new service to customers in Northwest Florida, as well as an increase in the number of commercial and industrial customers served.
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Propane Operations
Gross margin generated by our propane operations increased by $305,000 during the three months ended March 31, 2019, compared to the same period in 2018. The following table summarizes the year-over-year changes in gross margin for the propane business for the quarter ended March 31, 2019:
 Three Months Ended
 March 31, 2019
(in thousands) 
Decrease in customer consumption due to warmer weather$(1,307)
Increased retail margins per gallon1,259
Customer growth, increased sales volumes (non-weather-related) and other factors482
Ohl acquisition (assets acquired in December 2018)476
Lower wholesale propane margins and sales(453)
Other(152)
2019 Change in gross margin by our propane operations$305
Aspire Energy
Gross margin generated by Aspire Energy increased by $796,000 during the three months ended March 31, 2019, compared to the same period in 2018. The increase reflects $779,000 of rate increases and $397,000 of consumption growth, offset by a $380,000 decrease in gross margin due to various factors.
PESCO
PESCO's gross margin for the three months ended March 31, 2019 was higher by $685,000 compared to the same period in 2018. The following table summarizes the changes in PESCO’s quarter-over-quarter margin for the three months ended March 31, 2019:
 Three Months Ended
(in thousands)March 31, 2019
Net impact of PESCO's MTM activity$(5,591)
Net impact of extraordinary costs associated with the 2018 Bomb Cyclone for the Mid-Atlantic wholesale portfolio (1)
3,284
Mid-Atlantic retail portfolio loss due to pipeline capacity constraints in the first quarter of 2018 (1)
2,261
Other margin for PESCO operations (net)731
2019 Change in PESCO gross margin$685
(1)The 2018 Bomb Cyclone refers to the high-intensity winter storms in early January 2018 that impacted the Mid-Atlantic region and had a residual impact on our businesses through the month of February 2018.   The exceedingly high demand and associated impacts on pipeline capacity and gas supply in the Mid-Atlantic region created significant, unusual costs for PESCO. While such concerted impacts are not expected to occur frequently, our management revisited and refined its risk management strategies and implemented additional controls.
PESCO generated an operating loss of $510,000 for the three months ended March 31, 2019, compared to an operating loss of $764,000 during the prior year period. The improvement in the quarter-over-quarter results reflects higher gross margin growth, partially offset by a $431,000 increase in operating expenses for increased staffing, infrastructure and risk management system resources to support continued execution of PESCO's growth strategy.

Impact of Hurricane Michael
In October 2018, Hurricane Michael passed through FPU's electric distribution operation's service territory in Northwest Florida. The hurricane caused widespread and severe damage to FPU's infrastructure resulting in 100 percent of its customers in the Northwest Florida customersservice territory losing electrical service. FPU after exerting extraordinary hurricane restoration efforts, restored service to those customers who were able to accept it. Through March 31, 2019, FPU has spent approximatelyexpended more than $65.0 million to restore service as quickly as possible, which has been recorded as new plant and equipment, or charged against FPU’s accumulated depreciation andor charged against FPU’s storm reserve. Additionally, amounts currently being reviewed by the Florida PSC for regulatory asset treatment have been recorded as receivables and other deferred charges.
In conjunctionAugust 2019, FPU filed a limited proceeding requesting recovery of storm-related costs associated with Hurricane Michael (plant investment and expenses) through a change in base rates. FPU also requested treatment and recovery of certain storm-related costs as a regulatory asset for items currently not allowed to be recovered through the storm reserve as well as the recovery of plant investment replaced as a result of the storm. FPU has proposed an overall return component on both the plant additions and the proposed regulatory assets. In the fourth quarter of 2019, FPU along with the hurricane-related expenditures, we executed two 13-month unsecured term loansOffice of Public Counsel in Florida, filed a joint motion with the Florida PSC to approve an interim rate increase, subject to refund, pending the final ruling on the recovery of the restoration costs incurred. The petition was approved by the Florida PSC in November 2019 and interim rate increases were implemented effective January 2020. At this time, the Company has recorded a reserve for the interim rate increases, pending a final resolution of the proceeding.
In March 2020, FPU filed an update to the original filing to account for actual charges incurred through December 2019, revised the amortization period of the storm-related costs from 30 years as temporary financing, eachoriginally requested to 10 years, and included costs related to Hurricane Dorian of approximately $1.2 million in this filing. FPU continues to work with the amountFlorida PSC and the petition is currently on the schedule for approval at the Florida PSC Agenda in September 2020.
Other major factors influencing gross margin

Weather and Consumption
Significantly warmer temperatures during the three months ended March 31, 2020, had a negative impact on gross margin for the quarter. Lower customer consumption, directly attributable to warmer than normal temperatures during the three months ended March 31, 2020, reduced gross margin by $4.2 million compared to the same quarter in 2019 and $5.1 million compared to normal temperatures as defined below. The following table summarizes heating degree day ("HDD") and cooling degree day (“CDD”) variances from the 10-year average HDD/CDD ("Normal") for the three months ended March 31, 2020 and 2019.
Table of $30.0 million. The interest cost associated with these loans is LIBOR plus 75 basis points. One term loan was executed in December 2018;Contents

 Three Months Ended  
 March 31,  
 2020 2019 Variance
Delmarva     
Actual HDD1,859
 2,322
 (463)
10-Year Average HDD ("Normal")2,349
 2,362
 (13)
Variance from Normal(490) (40)  
Florida     
Actual HDD334
 361
 (27)
10-Year Average HDD ("Normal")495
 518
 (23)
Variance from Normal(161) (157) 
Ohio    
Actual HDD2,496
 2,996
 (500)
10-Year Average HDD ("Normal")3,019
 3,045
 (26)
Variance from Normal(523) (49)  
Florida     
Actual CDD226
 134
 92
10-Year Average CDD ("Normal")105
 97
 8
Variance from Normal121
 37
  
Natural Gas Distribution Margin Growth
Customer growth for our natural gas distribution operations, as a result of the other was executed in Januaryaddition of new customers and the conversion of customers from alternative fuel sources to natural gas service, generated $1.1 million of additional margin for the three months ended March 31, 2020 compared to 2019. The storm did not have a material impactaverage number of residential customers served on the margin from these operations, as services were restored to a majority of our customers. Pending the outcome of the regulatory filings associated with the storm, our results forDelmarva Peninsula and in Florida increased by 3.9 percent and 3.8 percent, respectively, during the first quarter included higher interest expense of $435,000, or $326,000 on an after-tax basis, associated with the intermediate term loans discussed above. We2020. Growth in commercial and industrial customers also contributed additional margin during 2020. The details are provided in the process of preparing the necessary regulatory filings to seek recovery of the costs incurred, including the associated interest costs.following table:

  Gross Margin Increase
  Three Months Ended March 31, 2020
Customer growth: Delmarva Peninsula Florida
Residential $441
 $223
Commercial and industrial 154
 278
Total customer growth $595
 $501


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Regulated Energy Segment


For the quarter ended March 31, 2019,2020, compared to the quarter ended March 31, 2018:2019:


 Three Months Ended   Three Months Ended  
 March 31, Increase March 31, Increase
 2019 2018 (decrease) 2020 2019 (decrease)
(in thousands)            
Revenue $103,618
 $109,393
 $(5,775) $102,955
 $103,618
 $(663)
Cost of sales 36,516
 48,231
 (11,715) 34,832
 36,516
 (1,684)
Gross margin 67,102
 61,162
 5,940
 68,123
 67,102
 1,021
Operations & maintenance 24,548
 23,147
 1,401
 26,241
 24,548
 1,693
Depreciation & amortization 8,446
 7,516
 930
 9,319
 8,446
 873
Other taxes 4,367
 3,788
 579
 4,675
 4,367
 308
Other operating expenses 37,361
 34,451
 2,910
Total operating expenses 40,235
 37,361
 2,874
Operating income $29,741
 $26,711
 $3,030
 $27,888
 $29,741
 $(1,853)
Operating income for the Regulated Energy segment for the three months ended March 31, 20192020 was $29.7$27.9 million, an increasea decrease of $3.0$1.9 million compared to the same period in 2018.2019. The increaseddecreased operating income resulted from increased gross margin of $5.9$1.0 million offset by $1.5$2.9 million in higher depreciation and taxes and a $1.4 million increase in operating expenses. On February 25, 2019, the Florida PSC issued a final order regarding the treatment of TCJA impact, allowing us to retain the savings associated with lower federal tax rates for certain of our natural gas distribution operations. As a result, $1.3 million in reserves for customer refunds, recorded in 2018, were reversed in 2019. Excluding the impact of the reversal, gross margin and operating income for the three months ended March 31, 2019 increased by $4.6 million and $1.7 million, or 7.6 percent and 6.4 percent, respectively.
Gross Margin
Items contributing to the quarter-over-quarter increase in gross margin are listed in the following table:
(in thousands)Margin Impact
Eastern Shore and Peninsula Pipeline service expansions$4,266
Natural gas distribution - customer growth (excluding service expansions)1,451
2018 retained tax savings for certain Florida natural gas distribution operations1,321
Impact of weather on customer consumption (primarily in Florida)(1,093)
Natural gas distribution - change in customer consumption (non-weather)(485)
Conversion of Sandpiper customers to natural gas382
Florida GRIP223
Other immaterial variances(125)
Quarter-over-quarter increase in gross margin$5,940
(in thousands)Margin Impact
Natural gas distribution growth (excluding service expansions)$1,096
Peninsula Pipeline service expansions1,039
Tax savings (net of GRIP refunds) recorded in Q1 2019 for 2018 associated with lower federal tax rates for certain Florida natural gas distribution operations(910)
Decreased customer consumption - primarily due to warmer weather(521)
Other variances317
Quarter-over-quarter increase in gross margin$1,021
The following is a narrative discussion of the significant items in the foregoing table, which we believe is necessary to understand the information disclosed in the table.
Eastern ShoreNatural Gas Distribution Customer Growth
We generated additional gross margin of $1.1 million from natural gas distribution customer growth. Gross margin increased by $0.6 million on the Delmarva Peninsula and $0.5 million in Florida for the three months ended March 31, 2020, as compared to the same period in 2019. These increases were the result of residential customer growth of 3.9 percent and 3.8 percent on the Delmarva Peninsula and in Florida, respectively, as well as increases in the number of commercial and industrial customers served.

Peninsula Pipeline Service Expansions
We generated additional gross margin of $4.3 million, primarily from the following natural gas service expansions:
$2.5$1.0 million from Eastern Shore's servicesPeninsula Pipeline's Western Palm Beach County and Auburndale Projects.

Absence of Florida Tax Savings Recorded in conjunction with its 2017 Expansion Project.
$1.5 million generated by Peninsula Pipeline from the Belvedere Pipeline and Northwest Pipeline Expansion Projects.

Natural Gas Customer Growth
We generated additional gross marginFirst Quarter of $1.5 million from natural gas customer growth. Gross margin increased by $748,000 in Florida and $703,000 on the Delmarva Peninsula.

2018 retained tax savings for Florida natural gas operations
We generated additional gross margin of $1.3 million, due to a final order from the Florida PSC allowing us to retain the tax savings associated with TCJA. Pursuant to the order, refund reserves recorded by our Florida natural gas businesses in 2018, were reversed in 2019. See Note 4, Rates and Other Regulatory Activities, for additional information.
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Impact of Weather on Customer Consumption2019
Gross margin decreased by $1.1$0.9 million as weather in Florida was approximately 26 percent warmer in the first quarter of 2019, compared to the same period in 2018. This reduced consumption by Florida electric and natural gas distribution customers, decreasing gross margin by approximately $784,000. Our Delmarva natural gas operations experienced a decrease in margin of $310,000, reflecting the absence, during the first quarter of 2019, of the much higher consumption experienced during the first quarter of 2018 due to the extreme Bomb Cyclone weather conditions.

Consumption Changes (non-weather)
Gross margin decreased by $485,000 due to non-weather-related decreases in customer sales volumes in Florida and on the Delmarva Peninsula.

Sandpiper's margin from natural gas conversions
Gross margin increased by $382,000, due primarily to continuing conversion of the Sandpiper system from propane service to natural gas service.

Florida GRIP
Continued investment in the Florida GRIP generated additional gross margin of $223,000 for the three months ended March 31, 2019,2020, as compared to the same period in 2018.2019, due primarily to the TCJA related tax savings from 2018 that the Florida PSC allowed us to retain during the first quarter of 2019. In February 2019, the Florida PSC issued a final order regarding the treatment of the TCJA impact, allowing us to retain the savings associated with lower federal tax rates for certain of our natural gas distribution operations. As a result, refunds to GRIP customers and reserves for customer refunds, recorded in 2018 were reversed in the first quarter of 2019.


Decreased Customer Consumption - Primarily Due to Warmer Weather
Gross margin decreased by $0.5 million due to lower weather-related usage as weather on the Delmarva Peninsula and in Florida
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was approximately 20 percent and 7 percent, respectively, warmer for the three months ended March 31, 2020, compared to the same period in 2019.

Other Operating Expenses
Items contributing to the quarter-over-quarter increase in other operating expenses are listed in the following table:
(in thousands)Other Operating Expenses
Depreciation, amortization and property taxes primarily associated with recent growth projects$1,375
Incentive compensation costs (based on timing and period-over-period results)653
Outside services, facilities and maintenance costs(609)
Payroll expense (increased staffing and annual salary increases)608
Benefits and other employee-related expenses(1)
551
Other immaterial variances332
Quarter-over-quarter increase in other operating expenses$2,910
(in thousands)
Depreciation, amortization and property tax costs due to growth investments$1,227
Insurance expense (non-health) - both insured and self-insured components834
Outside services, regulatory, and facilities maintenance costs540
Payroll, benefits and other employee-related expenses200
Other variances73
Quarter-over-quarter increase in other operating expenses$2,874
(1) Since we self-insure for healthcare costs, benefits costs fluctuate depending upon filed claims.


Unregulated Energy Segment


For the quarter ended March 31, 2019,2020, compared to the quarter ended March 31, 2018:2019:
 Three Months Ended   Three Months Ended  
 March 31, Increase March 31, Increase
 2019 2018 (decrease) 2020 2019 (decrease)
(in thousands)            
Revenue $138,102
 $145,367
 $(7,265) $54,031
 $61,081
 $(7,050)
Cost of sales 103,700
 115,066
 (11,366) 22,228
 28,539
 (6,311)
Gross margin 34,402
 30,301
 4,101
 31,803
 32,542
 (739)
Operations & maintenance 15,555
 13,359
 2,196
 14,076
 13,823
 253
Depreciation & amortization 2,611
 2,167
 444
 2,918
 2,465
 453
Other taxes 1,109
 1,091
 18
 968
 996
 (28)
Total operating expenses 19,275
 16,617
 2,658
 17,962
 17,284
 678
Operating income $15,127
 $13,684
 $1,443
 $13,841
 $15,258
 $(1,417)

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TheOperating income for the Unregulated Energy segment hadfor the first quarter of 2020 was $13.8 million a 9.3 percent decrease over the same period in 2019. The decreased operating income of $15.1reflects $3.7 million and $13.7 million for the three months ended March 31, 2019 and 2018, respectively. The increased operating income of approximately $1.4 million wasin lower gross margin primarily due to an increase in gross marginthe impact of $4.1 million,warmer weather during the first quarter of 2020. These decreases were partially offset by a $2.7 million increase in operating expenses.
Unregulated Energy, excluding PESCO
     Increase
For the Three Months Ended March 31,2019 2018 (decrease)
(in thousands)     
Gross margin$32,542
 $29,126
 $3,416
Depreciation, amortization and property taxes2,792
 2,357
 435
Other operating expenses14,113
 12,321
 1,792
Operating Income$15,637
 $14,448
 $1,189
the incremental margin from the Boulden assets and higher propane retail margins per gallon.
Gross Margin
Items contributing to the quarter-over-quarter increasedecrease in gross margin are listed in the following table:
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(in thousands) Margin Impact
Marlin Gas Services (acquired assets of Marlin Gas Transport in December 2018) $2,329
Propane Operations  
Decrease in weather-related customer consumption due to the absence of the 2018 Bomb Cyclone (1,307)
Increased retail margins per gallon 1,259
Customer growth, increased sales volumes (non-weather-related) and other factors 482
Ohl acquisition (assets acquired in December 2018) 476
Lower wholesale propane margins and sales (453)
Aspire Energy  
Rate increases 779
Increased customer consumption 397
Other immaterial variances (546)
Quarter-over-quarter increase in gross margin $3,416

(in thousands) Margin Impact
Propane Operations  
Decrease in customer consumption - primarily due to warmer weather $(2,799)
Boulden acquisition (assets acquired in December 2019) 1,888
Increased retail propane margins per gallon driven by favorable market conditions and supply management 1,217
Aspire Energy  
Decrease in customer consumption - primarily due to warmer weather (900)
Higher margins from negotiated rate increases 388
Marlin Gas Services - higher level of pipeline integrity services for existing customers in 2019 (982)
Other variances 449
Quarter-over-quarter decrease in gross margin $(739)
The following is a narrative discussion of the significant items in the foregoing table, which we believe is necessary to understand the information disclosed in the table.

Propane Operations
Decreased Customer Consumption Primarily Driven by Weather - Gross margin decreased by $2.7 million for the Mid-Atlantic propane operations and by $0.1 million in Florida as weather on the Delmarva Peninsula and in Florida was approximately 20 and 7 percent, respectively, warmer for the three months ended March 31, 2020 compared to the same period in 2019.
Propane Operations - Boulden - Gross margin increased by $1.9 million due to the inclusion of operating results from Boulden, which was acquired by Sharp in December 2019.
Increased Retail Propane Margins - Gross Margin increased by $1.2 million, in the first quarter of 2020, as compared to the same period in the prior year, due to lower propane inventory costs and favorable market conditions. These market conditions, which include competition with other propane suppliers, as well as the availability and price of alternative energy sources, may fluctuate based on changes in demand, supply and other energy commodity prices.
Aspire Energy
Decreased Customer Consumption Primarily Driven by Weather - Gross margin decreased by $0.9 million due to decreased consumption as weather in Ohio was approximately 17 percent warmer for the three months ended March 31, 2020 compared to the same period in 2019.
Increased Margin Driven by Changes in Rates - Gross margin increased by $0.4 million in the first quarter of 2020, as compared to the same period in the prior year, due primarily to higher margins from negotiated rate increases.
Marlin Gas Services
Gross margin increaseddecreased by $2.3$1.0 million as a result of the acquisition of certain assets of Marlin Gas Transport in December 2018.

Propane Operations - Decreased Customer Consumption - (Weather)
While HDDs were essentially flat period-over-period on the Delmarva Peninsula, extreme conditions during the January 2018 "Bomb Cyclone" drove weather-related consumption in the first quarter of 20182020, as compared to the same period in the prior year. First quarter 2019 and which reducedresults included gross margin by $1.1 millionfrom existing customers for the Delmarva propane operations.  Weather in Florida was approximately 26 percent warmer in the first quartera higher level of 2019 reducing consumption by propane distribution customers and decreasing gross margin by approximately $167,000, compared to the same period in 2018. pipeline integrity services.

Propane Operations - Increased Retail Margins Per Gallon
Gross margin increased by $1.3 million, due to lower propane costs during the first quarter of 2019, compared to the same period in 2018. Our retail pricing strategy, guided by local market conditions, further increased margins in the first quarter of 2019. These market conditions, which include competition with other propane suppliers, as well as the availability and price of alternative energy sources, may fluctuate based on changes in demand, supply and other energy commodity prices.

Aspire Energy - Increased Margin Driven by Changes in Rates
Gross margin increased by $779,000, due primarily to changes in customer rates on various dates during 2018.

Aspire Energy - Increased Margin Driven by Growth in Customer Consumption
Gross margin increased by $397,000, due to an increase in customer consumption during the first quarter of 2019, compared to the same period in 2018.
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Propane Operations - Increased Margin Driven by Growth and Other Factors
Gross margin increased by $482,000, due to increased propane sales as a result of customer growth and other factors in Florida and the Mid-Atlantic region.

Propane Operations - Ohl Acquisition
Gross margin increased by $476,000 as a result of the acquisition of R.F. Ohl in December 2018, which was rolled into Sharp.

Wholesale Propane Margins
Gross margin decreased by $453,000 in 2019 due to a lower margin per gallon and a decrease in volumes delivered for the Mid-Atlantic propane operations.
Other Operating Expenses
Other operating expenses increased by $2.2 million inItems contributing to the first quarter of 2019. The significant components of thequarter-over-quarter increase in other operating expenses included:are listed in the following table:
(in thousands)Other Operating Expenses
Operating expenses associated with operating Marlin Gas Services and Ohl (Asset acquisitions in December 2018)$1,157
Incentive compensation costs (based on timing and period-over-period results)466
Outside services and facilities maintenance costs286
Depreciation, asset removal and property tax costs due to new capital investments187
Benefits and other employee-related expenses(1)
133
Other immaterial variances(2)
Quarter-over-quarter increase in other operating expenses$2,227
(in thousands) 
Operating expenses for Boulden (assets acquired in December 2019)$342
Depreciation, amortization and property taxes due to new capital investments448
Insurance expense (non-health) - both insured and self-insured components194
Payroll, benefits and other employee-related expenses(292)
Other variances(14)
Quarter-over-quarter increase in other operating expenses$678
(1) Since the Company self-insures for healthcare costs, benefits costs fluctuate depending upon filed claims.

Divestiture of PESCO
As discussed in Note 3, Acquisitions and Divestitures, during the fourth quarter of 2019, we sold PESCO's assets and contracts and accordingly have exited the natural gas marketing business. This was done in an effort to enable us to focus on the strategies that support our core energy delivery business. As a result, we began to report PESCO as discontinued operations during the third quarter of 2019 and excluded PESCO's performance from continuing operations for all periods presented and classified its assets and liabilities as held for sale, where applicable.
     Increase
For the Three Months Ended March 31,2019 2018 (decrease)
(in thousands)     
Gross margin$1,860
 $1,175
 $685
Depreciation, amortization and property taxes147
 148
 (1)
Other operating expenses2,223
 1,791
 432
Operating Income$(510) $(764) $254

For the three months ended March 31, 2019, PESCO's gross margin increased by $685,000 compared to the same period in 2018. Higher gross margin from PESCO for the three months ended March 31, 2019 resulted from the following:
(in thousands)Margin Impact
Net impact of PESCO's MTM activity$(5,591)
Net impact of extraordinary costs associated with the 2018 Bomb Cyclone for the Mid-Atlantic wholesale portfolio (1)
3,284
Mid-Atlantic retail portfolio loss due to pipeline capacity constraints in the first quarter of 2018 (1)
2,261
Other margin for PESCO operations (net)731
Quarter-over-quarter increase in gross margin for PESCO$685
(1)The 2018 Bomb Cyclone refers to the high-intensity winter storms in early January 2018 that impacted the Mid-Atlantic region and had a residual impact on our businesses through the month of February.   The exceedingly high demand and associated impacts on pipeline capacity and gas supply in the Mid-Atlantic region created significant, unusual costs for PESCO. While such concerted impacts are not expected to occur frequently, our management revisited and refined its risk management strategies and implemented additional controls.
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Operating expenses increased by $432,000, reflecting increased staffing, infrastructure and risk management systems necessary to support growth. Overall, PESCO’s quarter-over-quarter performance improved by $254,000.


OTHER INCOME (EXPENSE), NET
For the quarter ended March 31, 20192020 compared to the quarter ended March 31, 20182019
Other income (expense), net, which includes non-operating investment income (expense), interest income, late fees charged to customers, gains or losses from the sale of assets and pension and other benefits expense, decreasedincreased by $113,000$3.4 million in the first quarter of 2019,2020, compared to the same period in 2018.2019. The increase was primarily due to gains from the sale of two properties. The property sales related to operations which, have been consolidated into our state-of-the-art Energy Lane campus and through the completion of the conversion of the piped propane system in Ocean City, Maryland to natural gas service. 
INTEREST CHARGES
For the quarter ended March 31, 20192020 compared to the quarter ended March 31, 20182019
Interest charges for the three monthsquarter ended March 31, 20192020 increased by $2.0$0.2 million, compared to the same period in 2018,2019, attributable primarily to an increase of $980,000$1.4 million in interest on higher levels of short-term borrowings, and an increase of $742,000 in interestexpense on long-term debt largely as a result of the issuance of the NYL$100.0 million of Prudential Shelf Notes in MayAugust 2019 and November 2018 and term$70.0 million of uncollateralized senior notes issued in December 20182019; offset by a decrease of $1.0 million in interest expense primarily on lower levels outstanding under our revolving credit facilities and January 2019 to finance the restorationlower rates on short-term borrowings and $0.2 million in higher capitalization of service to customers who lost service due to the impact of Hurricane Michael.interest associated with a completed building in Florida.
INCOME TAXES
For the quarter ended March 31, 20192020 compared to the quarter ended March 31, 20182019
Income tax expense was $10.6 million and $9.6 million for the three monthsquarters ended March 31, 2020 and 2019, compared to $10.0 million in the same period in 2018. The decrease in income tax expense was attributed to the amortization of deferred taxes gross up associated with TCJA.respectively. Our effective income tax rate was 25.0 percent and 27.026.7 percent for the three months ended March 31, 2020, compared to 25.0 percent for the three months ended March 31, 2019. The lower effective tax rate for the first quarter of 2019 and 2018, respectively.was principally due to the impact of a gross up in deferred taxes associated with the TCJA for certain of our Florida natural gas distribution operations.


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FINANCIAL POSITION, LIQUIDITYAND CAPITAL RESOURCES
Our capital requirements reflect the capital-intensive and seasonal nature of our business and are principally attributable to investment in new plant and equipment, retirement of outstanding debt and seasonal variability in working capital. We rely on cash generated from operations, short-term borrowings, and other sources to meet normal working capital requirements and to temporarily finance capital expenditures. We may also issue long-term debt and equity to fund capital expenditures and to more closely align our capital structure with our target capital structure. We maintain an effective shelf registration statement with the SEC for the issuance of shares under our Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP”). Depending on our capital needs and subject to market conditions, in addition to other possible debt and equity offerings, we may consider issuing additional shares under the direct share purchase component of the DRIP.
Our energy businesses are weather-sensitive and seasonal. We normally generate a large portion of our annual net income and subsequent increases in our accounts receivable in the first and fourth quarters of each year due to significant volumes of natural gas, electricity, and propane delivered by our distribution operations, and our natural gas gathering and processing operationtransmission operations to customers during the peak heating season. In addition, our natural gas and propane inventories, which usually peak in the fall months, are largely drawn down in the heating season and provide a source of cash as the inventory is used to satisfy winter sales demand.
Capital expenditures for investments in new or acquired plant and equipment are our largest capital requirements. Our capital expenditures were $33.8$41.2 million for the three months ended March 31, 2019.
2020. The following table shows a range of the 2019expected 2020 capital expenditure budget of $168.2 millionexpenditures by segment and by business line:
20192020
(dollars in thousands) Low High
Regulated Energy:    
Natural gas distribution$64,143
$72,000
 $83,000
Natural gas transmission66,787
83,000
 96,000
Electric distribution5,949
5,000
 7,000
Total Regulated Energy136,879
160,000
 186,000
Unregulated Energy:    
Propane distribution11,870
10,000
 11,000
Energy transmission8,345
6,000
 6,000
Other unregulated energy1,416
6,000
 8,000
Total Unregulated Energy21,631
22,000
 25,000
Other:    
Corporate and other businesses9,705
3,000
 4,000
Total Other9,705
3,000
 4,000
Total 2019 Budgeted Capital Expenditures$168,215
Total 2020 Expected Capital Expenditures$185,000
 $215,000


The 20192020 budget, excluding acquisitions, includes: Eastern Shore's 2017 Expansion Project and Del-Mar Energy Pathway Project, Florida's Callahan and Palm Beach County Western Expansion and other potential pipeline projects, continued expenditures under Florida GRIP, further expansions of our natural gas distribution and transmission systems, continued natural gas infrastructure improvement activities, information technology systems, new buildings and facilities, and other strategic initiatives and investments.

The capital expenditure projection is subject to continuous review and modification. Actual capital requirements may vary from the above estimates due to a number of factors, including changing economic conditions, capital delays because of COVID-19 that are greater than currently anticipated, customer growth in existing areas, regulation, new growth or acquisition opportunities and availability of capital. Historically, actual capital expenditures have typically lagged behind the budgeted amounts.
The timing of capital expenditures can vary based on delays in regulatory approvals, securing environmental approvals and other permits. The regulatory application and approval process has lengthened in the past few years, and we expect this trend to continue.

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Capital Structure
We are committed to maintaining a sound capital structure and strong credit ratings to provide the financial flexibility needed to access capital markets when required. This commitment, along with adequate and timely rate relief for our regulated energy operations, is intended to ensure our ability to attract capital from outside sources at a reasonable cost, which will benefit our customers, creditors, employees and stockholders.
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The following table presents our capitalization, excluding and including short-term borrowings, as of March 31, 20192020 and December 31, 2018:2019:


  
 March 31, 2019 December 31, 2018
(in thousands)        
Long-term debt, net of current maturities $285,998
 34% $316,020
 38%
Stockholders’ equity 543,659
 66% 518,439
 62%
Total capitalization, excluding short-term debt $829,657
 100% $834,459
 100%
         
  March 31, 2019 December 31, 2018
(in thousands)        
Short-term debt $276,393
 24% $294,458
 26%
Long-term debt, including current maturities 357,507
 30% 327,955
 29%
Stockholders’ equity 543,659
 46% 518,439
 45%
Total capitalization, including short-term debt $1,177,559
 100% $1,140,852
 100%
Included in the long-term debt balances at March 31, 2019 and December 31, 2018, were finance lease obligations for Sandpiper and Sharp. Sandpiper entered into a capacity, supply and operating agreement which expires in May 2019. The capacity portion of this agreement is accounted for as a finance lease. At March 31, 2019 and December 31, 2018, the remaining balance of $249,000 and $620,000, respectively, was included in current maturities.
Sharp had previously entered into an agreement to rent property in Anne Arundel County, Maryland, which it subsequently acquired in April 2019 (at March 31, 2019, $660,000 of current maturities and at December 31, 2018, $690,000 of current maturities).
  
 March 31, 2020 December 31, 2019
(in thousands)        
Long-term debt, net of current maturities $440,183
 43% $440,168
 44%
Stockholders’ equity 584,129
 57% 561,577
 56%
Total capitalization, excluding short-term debt $1,024,312
 100% $1,001,745
 100%
         
  March 31, 2020 December 31, 2019
(in thousands)        
Short-term debt $254,339
 20% $247,371
 19%
Long-term debt, including current maturities 455,783
 35% 485,768
 38%
Stockholders’ equity 584,129
 45% 561,577
 43%
Total capitalization, including short-term debt $1,294,251
 100% $1,294,716
 100%
Our target ratio of equity to total capitalization, including short-term borrowings, is between 50 and 60 percent. Including the funds expended specifically related to the impact of Hurricane Michael, ourOur equity to total capitalization ratio, including short-term borrowings, was 46.045 percent as of March 31, 2019. Excluding the funds expended for Hurricane Michael restoration activities, our equity to total capitalization ratio, including short-term borrowings, would have been approximately 49 percent. The Company seeks2020. We seek to align permanent financing with the in-service dates of itsour capital projects. The CompanyWe may utilize more temporary short-term debt when the financing cost is attractive as a bridge to the permanent long-term financing.financing or if the equity markets are volatile.
Term Notes
In December 2018, we issued a $30.0 million unsecured term note through PNC Bank N.A. with maturity of January 21, 2020. The interest rate at March 31, 2019 and December 31, 2018 was 3.24% and 3.23%, respectively, which equals one month LIBOR rate plus 75 basis points. In January 2019, we issued a $30.0 million unsecured term note through Branch Banking and Trust Company, with a maturity date of February 28, 2020. The interest rate at March 31, 2019This note was 3.24% which equals one month LIBOR rate plus 75 basis points. These term notes totaling $60.0 million are includedpaid in the current maturities of long-term debt as of March 31, 2019.full in February 2020 utilizing our short-term borrowing facilities.
Shelf Agreements
We have entered into Shelf Agreements with Prudential, MetLife and NYL, who arewith no party under noany obligation to purchase any unsecured debt. The proceeds received from the issuances of these shelf notes was used to reduce borrowings under the Revolver and/or lines of credit and/or to fund capital expenditures. We entered into the Prudential Shelf Agreement totaling $150.0 million was entered into in October 2015 and we issued $70.0 million of 3.25%3.25 percent unsecured debt in April 2017. The Prudential Shelf Agreement was then amended in September 2018 to increase the borrowing capacity back up to $150.0 million, and in August 2019, we issued $100.0 million of 3.98 percent unsecured debt. In January 2020, we submitted a request for Prudential accepted our request to purchase $50.0 million of our unsecured debt of $100.0 millionwhich was accepted and confirmed by Prudential. The Shelf Notes will bear interest at an interestthe rate of 3.98%3.00 percent per annum and the proceeds received from the issuance will be used to reduce short-term borrowings under our revolving credit facility, lines of credit and/or to fund capital expenditures. The closing of the issuance of the Shelf Notes is expected to occur on or before August 20, 2019. We entered intoJuly 15, 2020. In April 2020, the Prudential Shelf Agreement was amended to reinstate and increase the available borrowing capacity back to $150.0 million.
The NYL Shelf Agreement totaling $100.0 million was entered into in March 2017 and we issued unsecured debt totaling $100.0 million during 2018. The NYL Shelf Agreement was amended in November 2018 to add incrementalprovide additional borrowing capacity of $50.0 million. In February 2020, we submitted a request for NYL to purchase $40.0 million of our unsecured debt which was accepted and confirmed by NYL. The Shelf Notes will bear interest at the rate of 2.96 percent per annum and the proceeds received from the issuance will be used to reduce short-term borrowings under our revolving credit facility, lines of credit and/or to fund capital expenditures. The closing of the issuance of the Shelf Notes is expected to occur on or before August 14, 2020.

The MetLife Shelf Agreement was entered into in March 2017 and it expired in March 2020. As of March 31, 2019,2020, we had not requested that MetLife purchase unsecured senior debt under the MetLife Shelf Agreement. In April 2020, we agreed to commercial terms with MetLife to provide a new $150.0 million MetLife Shelf Agreement which we entered intofor a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in March 2017. May 2020.

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The following table summarizes the available borrowing capacity under our shelf agreements borrowing information atShelf Agreements and is reflective of activity that occurred subsequent to March 31, 2019:
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2020:
  Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
(in thousands)        
Shelf Agreement        
Prudential Shelf Agreement $220,000
 $(70,000) $(100,000) $50,000
MetLife Shelf Agreement 150,000
 
 
 150,000
NYL Shelf Agreement 150,000
 (100,000) 
 50,000
Total $520,000
 $(170,000) $(100,000) $250,000
(in thousands) Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
Shelf Agreement        
Prudential Shelf Agreement (1)
 $220,000
 $(170,000) $(50,000) $
NYL Shelf Agreement (2)
 150,000
 (100,000) (40,000) 10,000
Total Shelf Agreements as of March 31, 2020 370,000
 (270,000) (90,000) 10,000
         
Subsequent amendments / renewals:        
Prudential Shelf Agreement (3)
 150,000
 
 
 150,000
MetLife Shelf Agreement (4)
 150,000
 
 
 150,000
Total Shelf Agreements added after March 31, 2020 300,000
 
 
 300,000
Total Shelf Agreements as of May 5, 2020 $670,000
 $(270,000) $(90,000) $310,000
(1) In January 2020, we requested and Prudential accepted our request to purchase $50.0 million of our unsecured debt.
(2) In February 2020, we requested and NYL accepted our request to purchase $40.0 million of our unsecured debt.
(3) In April 2020, the Prudential Shelf Agreement was amended to reinstate and increase the available borrowing capacity back to $150.0 million.
(4) In April 2020, we agreed to commercial terms with MetLife to provide a new $150.0 million MetLife Shelf Agreement for a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in the May 2020.

The Uncollateralized Senior Notes, Shelf Agreements or Shelf Notes set forth certain business covenants to which we are subject when any note is outstanding, including covenants that limit or restrict our ability, and the ability of our subsidiaries, to incur indebtedness, or place or permit liens and encumbrances on any of our property or the property of our subsidiaries.
Short-term Borrowings
Our outstanding short-term borrowings at March 31, 2019 and December 31, 2018 were $276.4 million and $294.5 million at weighted average interest rates of 3.75 percent and 3.44 percent, respectively. Our current short-term borrowing limit,We are authorized by our Board of Directors is $370.0 million.
to borrow up to $400.0 million of short-term debt, as required, from among our various short-term debt facilities. We utilize bank lines of credit to provide funds for our short-term cash needs to meet seasonal working capital requirements and to temporarily fund portions of the capital expenditure program.
As of March 31, 2019,2020, we had five unsecured bank credit facilities with four financial institutions totaling $220.0 million in available credit. In addition, we have a $150.0 million Revolver under which borrowings can be designated as short-term debt. The terms of the Revolver are further described below. None of the unsecured bank lines of credit requires compensating balances. Our outstanding short-term borrowings at March 31, 2020 and December 31, 2019 were $254.3 million and $247.4 million at weighted average interest rates of 2.30 percent and 2.62 percent, respectively.
The $150.0 million Revolver is available through October 8, 2020 and is subject to the terms and conditions set forth in the credit agreement among us and the lenders related to the Revolver ("Credit Agreement"). Borrowings under the Revolver will be used for general corporate purposes, including repayments of short-term borrowings, working capital requirements and capital expenditures. Borrowings under the Revolver will bear interest at: (i) the LIBOR Raterate plus an applicable margin of 1.251.125 percent or less, with such margin based on total indebtedness as a percentage of total capitalization, both as defined by the Credit Agreement, or (ii) the base rate plus 0.250.125 percent or less. Interest is payable quarterly, and the Revolver is subject to a commitment fee on the unused portion of the facility. We have the right, under certain circumstances, to extend the expiration date for up to two years on any anniversary date of the Revolver, with such extension subject to the lenders' approval. We may also request the lenders to increase the Revolver to $200.0 million, with any increase at the sole discretion of each lender.
As a result of the uncertainty regarding the length of and depth of the impacts of the COVID-19 pandemic, in April 2020, we received commitments for an additional $50.0 million of short-term debt capacity through two credit facilities that mature on October 31, 2020.  These facilities have a commitment fee of 35 basis points with an interest rate of 175 basis points over LIBOR, to the extent we borrow under these facilities. Additionally, we have also agreed to commercial terms for two additional short-term credit facilities totaling $45.0 million that mature on October 31, 2020. These credit facilities are expected to be finalized in May 2020.

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In April 2020, we entered into interest rate swaps with notional amounts totaling $70.0 million associated with two of our short-term lines of credit for a six-month term beginning April 2020 and terminating in October 2020. The interest rate swaps were entered to hedge the variability in cash flows attributable to changes in the short-term borrowing rates during this period. The respective fixed swap rates will be 0.3875 and 0.275 percent for the period. Our short-term borrowing will be based on the 30-day LIBOR rate. The interest swap will be cash settled monthly as the counter-party will pay us the 30-day LIBOR rate less the fixed rate.
Cash Flows
The following table provides a summary of our operating, investing and financing cash flows for the three months ended March 31, 20192020 and 2018:2019:
 
 Three Months Ended Three Months Ended
 March 31, March 31,
 2019 2018 2020 2019
(in thousands)        
Net cash provided by (used in):        
Operating activities $40,486
 $66,672
 $58,808
 $40,486
Investing activities (43,369) (62,971) (31,498) (43,369)
Financing activities 4,769
 (3,319) (30,313) 4,769
Net increase in cash and cash equivalents 1,886
 382
Net increase (decrease) in cash and cash equivalents (3,003) 1,886
Cash and cash equivalents—beginning of period 6,089
 5,614
 6,985
 6,089
Cash and cash equivalents—end of period $7,975
 $5,996
 $3,982
 $7,975


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Cash Flows Provided By Operating Activities
Changes in our cash flows from operating activities are attributable primarily to changes in net income, adjusted for non-cash items such as depreciation and changes in deferred income taxes, and working capital. Changes in working capital are determined by a variety of factors, including weather, the prices of natural gas, electricity and propane, the timing of customer collections, payments for purchases of natural gas, electricity and propane, and deferred fuel cost recoveries.
During the three months ended March 31, 20192020 and 2018,2019, net cash provided by operating activities was $40.5$58.8 million and $66.7$40.5 million, respectively, resulting in a decreasean increase in cash flows of $26.2$18.3 million. Significant operating activities generating the cash flows change were as follows:
Changes in net accounts receivable and accrued revenue and accounts payable and accrued liabilities decreasedincreased cash flows by $9.4$30.5 million, due primarilyin part to the timing and receipt of payments.payments and the absence of PESCO, whose assets and contracts we sold in the fourth quarter of 2019;
Changes in net regulatory assets and liabilities decreasedincreased cash flows by $8.4$4.2 million due primarily to the change in fuel costs collected through the various cost recovery mechanisms.mechanisms;
Net income, adjusted for reconciling activities, increased cash flows by $2.3 million, due primarily to deferred income taxes, unrealized loss from investments and commodity contracts and depreciation and amortization, offset by realized gain from property sales due to consolidation of facilities in line with our strategic initiatives;
Changes in net prepaid expenses and other current assets, accrued compensation and other assets and liabilities, net decreased cash flows by $16.6 million; and
Net cash flows from changes in propane inventory, storage gas and other inventories decreased by approximately $5.2 million due primarily to lower levels of our inventory during 2018.
Net income, adjusted for reconciling activities, decreased cash flows by $5.4 million, primarily due to the absence of deferred tax assets pertaining to the availability and utilization of bonus depreciation during 2018, offset by an increase in net income and higher non-cash adjustments for depreciation and amortization related to increased investing activities.$3.3 million.
Cash Flows Used in Investing Activities
Net cash used in investing activities totaled $43.4$31.5 million and $63.0$43.4 million during the three months ended March 31, 20192020 and 2018,2019, respectively, resulting in an increase in cash flows of $19.6$11.9 million. Proceeds from sale of assets increased by $4.0 million due primarily to the sale of two properties in the first quarter of 2020. Cash paid for capital expenditures decreased by $19.9 million to $43.2was $35.2 million for the first three months of 2019,2020, compared to $63.1$43.2 million for the same period in 2018.2019, resulting in increased cash flows of $8.0 million.


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Cash Flows Provided by Financing Activities
Net cash providedused by financing activities totaled $4.8$30.3 million during the three months ended March 31, 20192020 compared to net cash provided of $3.3$4.8 million used in financing activities during the prior year period resulting in an increasedecrease in cash flows of $8.1$35.1 million. The increasedecrease in net cash provided by financing activities resulted primarily from the following:
IncreasedDecreased cash flows of $5.0$59.6 million as a resultfrom repayments of $30.0term notes of $29.6 million in proceeds from a term note issued in January 2019. Duringduring the three months ended March 31, 2018, we received $25.02020 and decreased cash flows of $30.0 million in proceeds from the Revolver, which was advanced on a long-term basis.issuance of term notes in January 2019;
Increased cash flows from lower repayments of short-term borrowing of $6.1$29.8 million under our line of credit arrangements.arrangements; and
Decreased cash flows of $2.3 million as a result of changes in cash overdrafts and;
Cash dividends of $5.9$6.5 million paid during the three months ended March 31, 2019,2020, compared to $5.1$5.9 million for the three months ended March 31, 2018.
2019.
Off-Balance Sheet Arrangements
We have issued corporate guarantees to certain vendors of our subsidiaries that provide for the payment of propane and natural gas purchases in the event of the subsidiary’s default. The liabilities for these purchases are recorded in our financial statements when incurred. The aggregate amount guaranteed at March 31, 20192020 was $77.3$17.9 million, with the guarantees expiring on various dates through DecemberMarch 2, 2021.
The amounts related to PESCO were $6.8 million and are expected to be terminated or transferred in the second quarter of 2020. See Note 3, Acquisitions and Divestitures, for additional details on the sale of assets and contracts for PESCO.
WeAs of March 31, 2020, we have issued letters of credit totaling $7.0approximately $5.4 million related to the electric transmission services for FPU's northwest electric division, the firm transportation service agreement between TETLP and our Delaware and Maryland divisions, and to our current and previous primary insurance carriers withas well as PESCO. These letters of credit have various expiration dates extending through MarchOctober 22, 2020. There werehave been no draws on these letters of credit as of March 31, 2019.2020. We do not anticipate that the counterparties will draw upon these letters of credit, will be drawn upon by the counterparties, and we expect that the letters of creditthey will be renewed to the extent necessary in the future. Additional information is presented inNote 67, Other Commitments and Contingencies in the condensed consolidated financial statements. As a result of the sale of assets and contracts for PESCO, letters of credit associated with PESCO are expected to be terminated or transferred in the second quarter of 2020. See Note 3, Acquisitions and Divestitures, for additional details on the sale of PESCO.





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Contractual Obligations
There has been no material change in the contractual obligations presented in our 20182019 Annual Report on Form 10-K, except for long-term debt and commodity purchase obligations entered into in the ordinary course of our business. The following table summarizes long-term debt and commodity purchase contract obligations at March 31, 2019:2020:
 
 Payments Due by Period Payments Due by Period
 Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Total
(in thousands)                    
Long-term debt (1)
 $70,600
 $29,200
 $45,700
 $211,700
 $357,200
Purchase obligations - Commodity (2)
 112,947
 34,384
 13,483
 11,762
 172,576
Purchase obligations - Commodity (1)
 8,276
 6,402
 
 
 14,678
Total $183,547
 $63,584
 $59,183
 $223,462
 $529,776
 $8,276
 $6,402
 $
 $
 $14,678
 
(1) Excludes finance lease obligation, debt issuance costs and an unamortized discount of $307,000.
(2) In addition to the obligations noted above, we have agreements with commodity suppliers that have provisions with no minimum purchase requirements. There are no monetary penalties for reducing the amounts purchased; however, the propane contracts allow the suppliers to reduce the amounts available in the winter season if we do not purchase specified amounts during the summer season. Under these contracts, the commodity prices will fluctuate as market prices fluctuate.
Rates and Regulatory Matters
Our natural gas distribution operations in Delaware, Maryland and Florida and electric distribution operation in Florida are subject to regulation by the respective state PSC; Eastern Shore is subject to regulation by the FERC; and Peninsula Pipeline is subject to regulation by the Florida PSC. At March 31, 2019,2020, we were involved in regulatory matters in each of the jurisdictions in which we operate. Our significant regulatory matters are fully described in Note 45, Rates and Other Regulatory Activities, to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Recent Authoritative Pronouncements on Financial Reporting and Accounting
Recent accounting developments applicable to us and their impact on our financial position, results of operations and cash flows are described in Note 1,Summary of Accounting Policies, to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
INTEREST RATE RISK
Long-term debt is subject to potential losses based on changes in interest rates. Our long-term debt at March 31, 2019,2020, consists of fixed-rate Senior Notes and $8.0 million of fixed-rate secured debt. We evaluate whether to refinance existing debt or permanently refinance existing short-term borrowings based in part on the fluctuation in interest rates. Additional information about our long-term debt is disclosed in Note 14, 15, Long-term Debt, in the condensed consolidated financial statements.
COMMODITY PRICE RISK
Regulated Energy Segment
We have entered into agreements with various wholesale suppliers to purchase natural gas and electricity for resale to our customers. Our regulated energy distribution businesses that sell natural gas or electricity to end-use customers have fuel cost recovery mechanisms authorized by the PSCs that allow us to recover all of the costs prudently incurred in purchasing natural gas and electricity for our customers. Therefore, our regulated energy distribution operations have limited commodity price risk exposure.
Unregulated Energy Segment
Our propane operations are exposed to commodity price risk as a result of the competitive nature of retail pricing offered to our customers. In order to mitigate this risk, we utilize propane storage activities and forward contracts for supply.
We can store up to approximately 78.0 million gallons of propane (including leased storage and rail cars) during the winter season to meet our customers’ peak requirements and to serve metered customers. Decreases in the wholesale price of propane may cause the value of stored propane to decline, particularly if we utilize fixed price forward contracts for supply. To mitigate the risk of propane commodity price fluctuations on the inventory valuation, we have adopted a Risk Management Policy that allows our propane distribution operation to enter into fair value hedges, cash flow hedges or other economic hedges of our inventory.
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Aspire Energy is exposed to commodity price risk, primarily during the winter season, to the extent we are not successful in balancing our natural gas purchases and sales and have to secure natural gas from alternative sources at higher spot prices. In order to mitigate this risk, we procure firm capacity that meets our estimated volume requirements and we continue to seek out new producers in order to fulfill our natural gas purchase requirements.
PESCO is a party to natural gas swap and futures contracts, which provide us the right to purchase natural gas at a fixed price at future dates. Upon expiration, the contracts can be settled financially without taking delivery of natural gas, or PESCO can procure natural gas and deliver it to its customers. PESCO is subject to commodity price risk on its open positions to the extent that market prices for natural gas liquids and natural gas deviate from fixed contract settlement prices. Market risk associated with the trading of futures and forward contracts is monitored daily for compliance with our Risk Management Policy, which includes volumetric limits for open positions. To manage exposures to changing market prices, open positions are marked up or down to market prices and reviewed daily by our oversight officials. In addition, the Risk Management Committee reviews periodic reports on markets, approves any exceptions to the Risk Management Policy (within limits established by the Board of Directors) and authorizes the use of any new types of contracts.
The following table reflects the changes in the fair market value of financial derivatives contracts related to natural gas and propane purchases and sales from December 31, 20182019 to March 31, 2019:2020:
(in thousands)Balance at December 31, 2018 Increase (Decrease) in Fair Market Value Less Amounts Settled  Balance at March 31, 2019Balance at December 31, 2019 Increase (Decrease) in Fair Market Value Less Amounts Settled  Balance at March 31, 2020
PESCO$(184) $3,807
 $(617) $3,006
Sharp(1,522) 354
 585
 (583)$(1,844) $(1,218) $1,227
 $(1,835)
Total$(1,706) $4,161
 $(32) $2,423
$(1,844) $(1,218) $1,227
 $(1,835)
There were no changes in methods of valuations during the three months ended March 31, 2019.2020.
The following is a summary of fair market value of financial derivatives as of March 31, 2019,2020, by method of valuation and by maturity for each fiscal year period.
(in thousands)2019 2020 2021 2022 Total Fair Value2020 2021 2022 2023 2024 Total Fair Value
Price based on ICE - PESCO$18
 $2,091
 $848
 $49
 $3,006
Price based on Mont Belvieu - Sharp(386) (161) (36) 
 (583)$(1,083) $(681) $(71) $
 $
 $(1,835)
Total$(368) $1,930
 $812
 $49
 $2,423
$(1,083) $(681) $(71) $
 $
 $(1,835)
WHOLESALE CREDIT RISK
The Risk Management Committee reviews credit risks associated with counterparties to commodity derivative contracts prior to such contracts being approved.
Additional information about our derivative instruments is disclosed in Note 12, 13, Derivative Instruments, in the condensed consolidated financial statements.



INFLATION
Inflation affects the cost of supply, labor, products and services required for operations, maintenance and capital improvements. To help cope with the effects of inflation on our capital investments and returns, we periodically seek rate increases from regulatory commissions for our regulated operations and closely monitor the returns of our unregulated energy business operations. To compensate for fluctuations in propane gas prices, we adjust propane sales prices to the extent allowed by the market.


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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer and Chief Financial Officer of Chesapeake Utilities, with the participation of other Company officials, have evaluated our “disclosure controls and procedures” (as such term is defined under Rules 13a-15(e) and 15d-15(e), promulgated under the Securities Exchange Act of 1934, as amended) as of March 31, 2019.2020. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019.
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2020.
Changes in Internal Control over Financial Reporting
Beginning January 1, 2019, we adopted ASU 2016-02, Leases. The impacts of the adoption are discussed in detail in Note 1, Summary of Accounting Policies, and Note 15, Leases, in the notesIn response to the condensed consolidated financial statements within this Form 10-Q. In conjunction with this adoption,COVID-19 pandemic and the current social distancing restrictions that have been established in our service territories, we have implemented changesour pandemic response plan, which includes having office staff work remotely to our controls relatedpromote social distancing in efforts to leases, which were not material to our internal controls over financial reporting. These includedreduce the developmentspread of new policies for the identification of leases and other ongoing monitoring activities. These controls were designed to provide assurance, at a reasonable level, of the fair presentation of our condensed consolidated financial statements and related disclosures.COVID-19.  During the quarter ended March 31, 2019, there was no2020, the implementation of our pandemic response plan did not result in a change in the design or operations of our internal controlcontrols over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
As disclosed in Note 67, Other Commitments and Contingencies, of the condensed consolidated financial statements in this Quarterly Report on Form 10-Q, we are involved in certain legal actions and claims arising in the normal course of business. We are also involved in certain legal and administrative proceedings before various governmental or regulatory agencies concerning rates and other regulatory actions. In the opinion of management, the ultimate disposition of these proceedings and claims will not have a material effect on our condensed consolidated financial position, results of operations or cash flows.
 
Item 1A. Risk Factors
Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the year ended December 31, 2018,2019, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC in connection with evaluating Chesapeake Utilities, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q.

We could be negatively impacted by the recent outbreak of COVID-19.

The outbreak of COVID-19 poses a health and financial crisis in the United States and globally, and related government restrictions and requirements and private sector responses could adversely affect our business operations.  It is impossible to predict the effect and ultimate impact of COVID-19 pandemic as the situation is rapidly evolving.  We are responding to COVID-19 by taking steps to mitigate the potential risks to us posed by its spread.  We provide a critical service to our customers, which means that it is paramount that we keep our employees who operate our businesses safe and minimize unnecessary risk of exposure to COVID-19.  We have a Pandemic Response Plan that dates back to 2007.  As soon as there were indications that the virus was spreading from China to other countries, we updated this plan, and continue to modify and adapt given the fluid situation.  This plan guides our emergency response, business continuity, and the precautionary measures we are taking on behalf of our employees, our customer and the communities we serve. We have taken extra precautions for our employees who work in the field and for employees who continue to work in our facilities, and we have implemented work from home policies where appropriate.  We have canceled travel plans, stopped movement between offices, transitioned to virtual, or on-line meetings and events, and instituted “social distancing” as directed by the CDC and state and local governments in the areas we serve.  We temporarily suspended walk-in customer access to our natural gas, propane and electric offices, and reminded customers of our on-line and direct mail payment options.  We also established critical teams and task forces to guide us through key aspects of this pandemic.  This is a rapidly evolving situation that could lead to extended disruption of economic activity in our markets.  We have instituted measures to ensure our supply chains remain open to us; however, there could be global shortages that will impact our maintenance and capital programs that we currently cannot anticipate.  We will continue to monitor developments affecting our workforce, our customers and our suppliers, and we will take additional precautions that we determine are necessary in order to mitigate the impacts.  We continue to implement measures to ensure that our systems remain functional in order to both serve our operational needs with a remote workforce and keep them running to ensure uninterrupted service to our customers.  We currently cannot estimate the potential impacts to our financial position, results of operations, and cash flows.

Although it is not possible to reliably estimate the duration or severity of the pandemic and, hence, its financial impact on the Company, the extent to which COVID-19 impacts our results, financial position and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including new information, which may emerge concerning the severity and duration of the pandemic, the actions mandated by governmental authorities to contain COVID-19 and the availability for vaccines or therapies to treat its impact, among others.
Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, also may affect Chesapeake Utilities. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations.

 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
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)
January 1, 2019
through January 31, 2019
(1)
 388
 $81.65
 
 
February 1, 2019
through February 28, 2019
 
 $
 
 
March 1, 2019
through March 31, 2019
 
 $
 
 
Total 388
 $81.65
 
 
  
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)
January 1, 2020
through January 31, 2020
(1)
 411
 $93.41
 
 
February 1, 2020
through February 29, 2020
 
 
 
 
March 1, 2020
through March 31, 2020
 
 
 
 
Total 411
 $93.41
 
 
 
(1) Chesapeake Utilities purchased shares of common stock on the open market for the purpose of reinvesting the dividend on shares held in the Rabbi Trust accounts for certain directors and senior executives under the Non-Qualified Deferred Compensation Plan. The Non-Qualified Deferred Compensation Plan is discussed in detail in Item 8 under the heading “Notes to the Consolidated Financial Statements—Note 9, Employee Benefit Plans” in our latest Annual Report on Form 10-K for the year ended December 31, 20182019. During the quarter ended March 31, 2019, 3882020, 411 shares were purchased through the reinvestment of dividends on deferred stock units.
(2) Except for the purposes described in Footnote (1), Chesapeake Utilities has no publicly announced plans or programs to repurchase its shares.




Item 3. Defaults upon Senior Securities
None.
 
Item 5. Other Information


None.


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Item 6.Exhibits
 
   
 
   
10.2* 
   
  
   
  
   
  
   
  
   
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.


*Filed herewith




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CHESAPEAKE UTILITIES CORPORATION
 
/S/ BETH W. COOPER
Beth W. Cooper
Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary
Date: May 8, 20196, 2020




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