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

☒FORM10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31,September 30, 2020
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)

Delaware51-0064146
(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  ☒    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  ☒    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.

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Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐



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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  ☒
Common Stock, par value $0.4867$0.4867 — 16,435,83517,460,906 shares outstanding as of AprilOctober 30, 2020.

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GLOSSARY OF DEFINITIONS
ASC: Accounting Standards Codification issued by the FASB
Aspire Energy: Aspire Energy of Ohio, LLC
Aspire Energy Express: Aspire Energy Express, LLC
ASU: Accounting Standards Update issued by the FASB
ATM: At-the-market
Boulden: Boulden, Inc., an entity from whom we acquired certain propane operating assets
CARES Act: Coronavirus Aid, Relief, and Economic Security Act
CDC: U.S. Centers for Disease Control and Prevention
CDD: Cooling Degree-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
CNG: Compressed natural gas
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. occupied by Delaware and portions of Maryland and Virginia
DRIP: Dividend Reinvestment and Direct Stock Purchase Plan
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 wholly-owned subsidiary of SJI that we entered into an agreement to acquire in December 2019Chesapeake Utilities

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: aA 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
HDD: Heating Degree-Day

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Marlin Gas Services: Marlin Gas Services, LLC, a wholly-owned subsidiary of Chesapeake Utilities that acquired certain operating assets of Marlin Gas Transport, Inc.
MetLife: MetLife Investment Advisors, an institutional debt investment management firm, with which we have 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

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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., aan inactive wholly-owned subsidiary of Chesapeake Utilities
Prudential: Prudential Investment Management Inc., an institutional investment management firm, with which Chesapeake Utilities 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
Revolver:Our new $375 million unsecured revolving credit facility with certain lenders
Sandpiper Energy: Sandpiper Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities
SEC: U.S. Securities and Exchange Commission
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




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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
 
 Three Months EndedThree Months EndedNine Months Ended
 March 31,September 30,September 30,
 2020 20192020201920202019
(in thousands, except shares and per share data)    (in thousands, except shares and per share data)  
Operating Revenues    Operating Revenues
Regulated Energy $102,955
 $103,618
Regulated Energy$82,762 $74,580 $259,235 $251,601 
Unregulated Energy and other 49,755
 56,846
Unregulated Energy and other18,657 18,046 91,925 96,029 
Total Operating Revenues 152,710
 160,464
Total Operating Revenues101,419 92,626 351,160 347,630 
Operating Expenses    Operating Expenses
Regulated Energy cost of sales 34,832
 36,516
Regulated Energy cost of sales16,271 19,619 67,490 74,452 
Unregulated Energy and other cost of sales 18,036
 24,411
Unregulated Energy and other cost of sales5,640 5,709 30,250 36,975 
Operations 35,992
 35,413
Operations34,959 32,614 105,516 99,558 
Maintenance 3,836
 3,680
Maintenance3,717 3,920 11,695 11,200 
Gain from a settlementGain from a settlement— — (130)(130)
Depreciation and amortization 12,252
 10,928
Depreciation and amortization18,293 11,220 42,793 33,612 
Other taxes 5,649
 5,392
Other taxes5,133 5,187 16,028 15,318 
Total Operating Expenses 110,597
 116,340
Total Operating Expenses84,013 78,269 273,642 270,985 
Operating Income 42,113
 44,124
Operating Income17,406 14,357 77,518 76,645 
Other income (expense), net 3,318
 (57)Other income (expense), net(40)(351)2,997 (731)
Interest charges 5,814
 5,628
Interest charges4,584 5,403 15,452 16,583 
Income from Continuing Operations Before Income Taxes 39,617
 38,439
Income from Continuing Operations Before Income Taxes12,782 8,603 65,063 59,331 
Income Taxes on Continuing Operations 10,591
 9,625
Income Taxes on Continuing Operations3,502 2,352 16,082 15,354 
Income from Continuing Operations 29,026
 28,814
Income from Continuing Operations9,280 6,251 48,981 43,977 
Loss from Discontinued Operations, Net of Tax (96) (150)
Income (loss) from Discontinued Operations, Net of TaxIncome (loss) from Discontinued Operations, Net of Tax(19)(630)165 (1,388)
Net Income $28,930
 $28,664
Net Income$9,261 $5,621 $49,146 $42,589 
Weighted Average Common Shares Outstanding:    Weighted Average Common Shares Outstanding:
Basic 16,414,773
 16,384,927
Basic16,533,748 16,403,776 16,466,106 16,396,646 
Diluted 16,471,827
 16,432,852
Diluted16,592,842 16,453,867 16,523,200 16,444,231 
    
Basic Earnings Per Share of Common Stock:    Basic Earnings Per Share of Common Stock:
Earnings from Continuing Operations $1.77
 $1.76
Earnings from Continuing Operations$0.56 $0.38 $2.97 $2.68 
Loss from Discontinued Operations (0.01) (0.01)
Earnings (loss) from Discontinued OperationsEarnings (loss) from Discontinued Operations0 (0.04)0.01 (0.08)
Basic Earnings Per Share of Common Stock $1.76
 $1.75
Basic Earnings Per Share of Common Stock$0.56 $0.34 $2.98 $2.60 
    
Diluted Earnings Per Share of Common Stock:    Diluted Earnings Per Share of Common Stock:
Earnings from Continuing Operations $1.77
 $1.75
Earnings from Continuing Operations$0.56 $0.38 $2.96 $2.67 
Loss from Discontinued Operations (0.01) (0.01)
Earnings (loss) from Discontinued OperationsEarnings (loss) from Discontinued Operations0 (0.04)0.01 (0.08)
Diluted Earnings Per Share of Common Stock $1.76
 $1.74
Diluted Earnings Per Share of Common Stock$0.56 $0.34 $2.97 $2.59 
The accompanying notes are an integral part of these financial statements.



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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
 
 Three Months EndedThree Months EndedNine Months Ended
 March 31,September 30,September 30,
 2020 20192020201920202019
(in thousands)    (in thousands)  
Net Income $28,930
 $28,664
Net Income$9,261 $5,621 $49,146 $42,589 
Other Comprehensive Income (Loss), net of tax:    Other Comprehensive Income (Loss), net of tax:
Employee Benefits, 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 $28, and $42, respectively 80
 121
Amortization of prior service cost, net of tax of $(5), $(5), $(15) and $(15), respectivelyAmortization of prior service cost, net of tax of $(5), $(5), $(15) and $(15), respectively(14)(14)(42)(43)
Net gain, net of tax of $28, $10, $83 and $95, respectivelyNet gain, net of tax of $28, $10, $83 and $95, respectively80 34 240 275 
Cash Flow Hedges, net of tax:    Cash Flow Hedges, net of tax:
Unrealized gain on commodity contract cash flow hedges, net of tax of $2, and $1,194, respectively 7
 2,982
Unrealized gain on commodity contract cash flow hedges, net of tax of $282, $152, $935 and $496, respectivelyUnrealized gain on commodity contract cash flow hedges, net of tax of $282, $152, $935 and $496, respectively740 324 2,450 1,193 
Unrealized loss (gain) on interest rate swap cash flow hedges, net of tax of $10, $0, $(4) and $0, respectivelyUnrealized loss (gain) on interest rate swap cash flow hedges, net of tax of $10, $0, $(4) and $0, respectively27 — (10)— 
Total Other Comprehensive Income, net of tax 73
 3,089
Total Other Comprehensive Income, net of tax833 344 2,638 1,425 
Comprehensive Income $29,003
 $31,753
Comprehensive Income$10,094 $5,965 $51,784 $44,014 
The accompanying notes are an integral part of these financial statements.


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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
 
Assets March 31,
2020		 December 31,
2019		AssetsSeptember 30,
2020		December 31,
2019
(in thousands, except shares and per share data)    (in thousands, except shares and per share data)  
Property, Plant and Equipment    Property, Plant and Equipment
Regulated Energy $1,447,089
 $1,441,473
Regulated Energy$1,564,420 $1,441,473 
Unregulated Energy 274,970
 265,209
Unregulated Energy278,897 265,209 
Other businesses and eliminations 39,370
 39,850
Other businesses and eliminations30,365 39,850 
Total property, plant and equipment 1,761,429
 1,746,532
Total property, plant and equipment1,873,682 1,746,532 
Less: Accumulated depreciation and amortization (345,206) (336,876)Less: Accumulated depreciation and amortization(358,851)(336,876)
Plus: Construction work in progress 75,510
 54,141
Plus: Construction work in progress52,519 54,141 
Net property, plant and equipment 1,491,733
 1,463,797
Net property, plant and equipment1,567,350 1,463,797 
Current Assets    Current Assets
Cash and cash equivalents 3,982
 6,985
Cash and cash equivalents3,056 6,985 
Trade and other receivables 46,730
 50,899
Trade and other receivables53,132 50,899 
Less: Allowance for credit losses (1,421) (1,337)Less: Allowance for credit losses(4,130)(1,337)
Trade receivables, net 45,309
 49,562
Trade receivables, net49,002 49,562 
Accrued revenue 16,931
 20,846
Accrued revenue11,545 20,846 
Propane inventory, at average cost 5,136
 5,824
Propane inventory, at average cost4,099 5,824 
Other inventory, at average cost 5,621
 6,067
Other inventory, at average cost5,583 6,067 
Regulatory assets 4,441
 5,144
Regulatory assets10,372 5,144 
Storage gas prepayments 753
 3,541
Storage gas prepayments2,971 3,541 
Income taxes receivable 15,230
 20,050
Income taxes receivable15,156 20,050 
Prepaid expenses 10,707
 13,928
Prepaid expenses14,817 13,928 
Derivative assets, at fair value 151
 —
Derivative assets, at fair value1,967 0 
Other current assets 3,666
 2,879
Other current assets753 2,879 
Total current assets 111,927

134,826
Total current assets119,321 134,826 
Deferred Charges and Other Assets    Deferred Charges and Other Assets
Goodwill 32,668
 32,668
Goodwill36,930 32,668 
Other intangible assets, net 7,824
 8,129
Other intangible assets, net7,215 8,129 
Investments, at fair value 7,217
 9,229
Investments, at fair value9,680 9,229 
Operating lease right-of-use assets 11,696
 11,563
Operating lease right-of-use assets11,077 11,563 
Regulatory assets 73,552
 73,407
Regulatory assets112,650 73,407 
Receivables and other deferred charges 51,602
 49,579
 Receivables and other deferred charges23,865 49,579 
Total deferred charges and other assets 184,559
 184,575
Total deferred charges and other assets201,417 184,575 
Total Assets $1,788,219
 $1,783,198
Total Assets$1,888,088 $1,783,198 
 
The accompanying notes are an integral part of these financial statements.

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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
 
Capitalization and Liabilities March 31,
2020		 December 31,
2019		Capitalization and LiabilitiesSeptember 30,
2020		December 31,
2019
(in thousands, except shares and per share data)    (in thousands, except shares and per share data)  
Capitalization    Capitalization
Stockholders’ equity    Stockholders’ equity
Preferred stock, par value $0.01 per share (authorized 2,000,000 shares), no shares issued and outstanding $—
 $—
Preferred stock, par value $0.01 per share (authorized 2,000,000 shares), no shares issued and outstanding$0 $0 
Common stock, par value $0.4867 per share (authorized 50,000,000 shares) 7,998
 7,984
Common stock, par value $0.4867 per share (authorized 50,000,000 shares)8,126 7,984 
Additional paid-in capital 259,521
 259,253
Additional paid-in capital283,836 259,253 
Retained earnings 322,804
 300,607
Retained earnings328,357 300,607 
Accumulated other comprehensive loss (6,194) (6,267)Accumulated other comprehensive loss(3,629)(6,267)
Deferred compensation obligation 5,468
 4,543
Deferred compensation obligation5,634 4,543 
Treasury stock (5,468) (4,543)Treasury stock(5,634)(4,543)
Total stockholders’ equity 584,129
 561,577
Total stockholders’ equity616,690 561,577 
Long-term debt, net of current maturities 440,183
 440,168
Long-term debt, net of current maturities519,971 440,168 
Total capitalization 1,024,312
 1,001,745
Total capitalization1,136,661 1,001,745 
Current Liabilities    Current Liabilities
Current portion of long-term debt 15,600
 45,600
Current portion of long-term debt15,600 45,600 
Short-term borrowing 254,339
 247,371
Short-term borrowing216,388 247,371 
Accounts payable 52,568
 54,068
Accounts payable46,492 54,068 
Customer deposits and refunds 29,122
 30,939
Customer deposits and refunds32,635 30,939 
Accrued interest 5,014
 2,554
Accrued interest5,231 2,554 
Dividends payable 6,655
 6,644
Dividends payable7,293 6,644 
Accrued compensation 7,518
 16,236
Accrued compensation10,903 16,236 
Regulatory liabilities 13,524
 5,991
Regulatory liabilities6,460 5,991 
Derivative liabilities, at fair value 1,986
 1,844
Derivative liabilities, at fair value439 1,844 
Other accrued liabilities 16,170
 12,077
Other accrued liabilities18,531 12,077 
Total current liabilities 402,496
 423,324
Total current liabilities359,972 423,324 
Deferred Credits and Other Liabilities    Deferred Credits and Other Liabilities
Deferred income taxes 186,431
 180,656
Deferred income taxes202,649 180,656 
Regulatory liabilities 128,027
 127,744
Regulatory liabilities142,280 127,744 
Environmental liabilities 6,046
 6,468
Environmental liabilities4,447 6,468 
Other pension and benefit costs 28,043
 30,569
Other pension and benefit costs27,462 30,569 
Operating lease liabilities 10,165
 9,896
Operating lease - liabilitiesOperating lease - liabilities9,681 9,896 
Deferred investment tax credits and other liabilities 2,699
 2,796
Deferred investment tax credits and other liabilities4,936 2,796 
Total deferred credits and other liabilities 361,411
 358,129
Total deferred credits and other liabilities391,455 358,129 
Environmental and other commitments and contingencies (Notes 6 and 7) 

 

Environmental and other commitments and contingencies (Notes 6 and 7)
Total Capitalization and Liabilities $1,788,219
 $1,783,198
Total Capitalization and Liabilities$1,888,088 $1,783,198 
The accompanying notes are an integral part of these financial statements.


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Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
 Three Months EndedNine Months Ended
 March 31,September 30,
 2020 201920202019
(in thousands)    (in thousands)  
Operating Activities    Operating Activities
Net income $28,930
 $28,664
Net income$49,146 $42,589 
Adjustments to reconcile net income to net cash provided by operating activities:    Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 12,252
 11,074
Depreciation and amortization42,793 34,049 
Depreciation and accretion included in other costs 2,361
 2,135
Depreciation and accretion included in other costs7,062 6,380 
Deferred income taxes 5,738
 3,430
Deferred income taxes22,184 8,789 
Gain on sale of discontinued operationsGain on sale of discontinued operations(200)0 
Realized gain on commodity contracts and sale of assets (4,458) (363)Realized gain on commodity contracts and sale of assets(4,876)(1,087)
Unrealized loss (gain) on investments and commodity contracts 1,511
 (721)
Unrealized gain on investments/commodity contractsUnrealized gain on investments/commodity contracts(432)(1,025)
Employee benefits and compensation 11
 382
Employee benefits and compensation32 1,163 
Share-based compensation 1,056
 487
Share-based compensation3,654 2,305 
Changes in assets and liabilities:    Changes in assets and liabilities:
Accounts receivable and accrued revenue 8,139
 18,147
Accounts receivable and accrued revenue10,255 51,997 
Propane inventory, storage gas and other inventory 3,921
 7,207
Propane inventory, storage gas and other inventory2,824 7,996 
Regulatory assets/liabilities, net 7,309
 3,121
Regulatory assets/liabilities, net(2,284)(7,160)
Prepaid expenses and other current assets 3,359
 11,873
Prepaid expenses and other current assets1,135 13,959 
Accounts payable and other accrued liabilities (4,243) (44,783)Accounts payable and other accrued liabilities(924)(51,550)
Income taxes receivable 4,820
 6,241
Income taxes (payable) receivableIncome taxes (payable) receivable(6,809)4,200 
Customer deposits and refunds (1,817) (4,445)Customer deposits and refunds1,572 (2,992)
Accrued compensation (8,766) (5,548)Accrued compensation(5,506)(3,747)
Other assets and liabilities, net (1,315) 3,585
Other assets and liabilities, net(3,746)(1,927)
Net cash provided by operating activities 58,808
 40,486
Net cash provided by operating activities115,880 103,939 
Investing Activities    Investing Activities
Property, plant and equipment expenditures (35,182) (43,216)Property, plant and equipment expenditures(123,421)(139,315)
Proceeds from sale of assets 4,106
 115
Proceeds from sale of assets4,320 327 
Acquisitions, net of cash acquiredAcquisitions, net of cash acquired(15,629)0 
Proceeds from the sale of discontinued operationsProceeds from the sale of discontinued operations200 0 
Environmental expenditures (422) (268)Environmental expenditures(2,021)(925)
Net cash used in investing activities (31,498) (43,369)Net cash used in investing activities(136,551)(139,913)
Financing Activities    Financing Activities
Common stock dividends (6,483) (5,877)Common stock dividends(20,044)(18,235)
Issuance (repurchase) of stock under the Dividend Reinvestment Plan 192
 (183)
Issuance (repurchase) of stock under equity issuance plans, net of offering feesIssuance (repurchase) of stock under equity issuance plans, net of offering fees19,731 (536)
Tax withholding payments related to net settled stock compensation (977) (692)Tax withholding payments related to net settled stock compensation(977)(692)
Change in cash overdrafts due to outstanding checks (4,727) 84
Change in cash overdrafts due to outstanding checks(2,310)(2,406)
Net borrowings (repayments) under line of credit agreements 11,695
 (18,149)
Net repayments under line of credit agreementsNet repayments under line of credit agreements(29,385)(67,308)
Proceeds from issuance of long-term debt, net of offering fees (13) 30,000
Proceeds from issuance of long-term debt, net of offering fees89,827 129,817 
Repayment of long-term debt and capital lease obligation (30,000) (414)Repayment of long-term debt and capital lease obligation(40,100)(6,435)
Net cash (used) provided by financing activities (30,313) 4,769
Net Increase (Decrease) in Cash and Cash Equivalents (3,003) 1,886
Net cash provided by financing activitiesNet cash provided by financing activities16,742 34,205 
Net Decrease in Cash and Cash EquivalentsNet Decrease in Cash and Cash Equivalents(3,929)(1,769)
Cash and Cash Equivalents—Beginning of Period 6,985
 6,089
Cash and Cash Equivalents—Beginning of Period6,985 6,089 
Cash and Cash Equivalents—End of Period $3,982
 $7,975
Cash and Cash Equivalents—End of Period$3,056 $4,320 
The accompanying notes are an integral part of these financial statements.

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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
(in thousands, except shares and per share data)
Number of
Shares(2)
Par
Value		Additional Paid-In
Capital		Retained
Earnings		Accumulated 
Other Comprehensive
Loss		Deferred
Compensation		Treasury
Stock		Total
Balance at June 30, 2019Balance at June 30, 201916,403,776 $7,984 $256,385 $285,762 $(5,747)$4,694 $(4,694)$544,384 
Net incomeNet income— — — 5,621 — — — 5,621 
Other comprehensive lossOther comprehensive loss— — — — 344 — — 344 
Dividend declared ($0.4050 per share)Dividend declared ($0.4050 per share)— — — (6,689)— — — (6,689)
Dividend reinvestment planDividend reinvestment plan— — (1)— — — — (1)
Share-based compensation and tax benefit (3)(4)
Share-based compensation and tax benefit (3)(4)
0 0 1,052 — — — — 1,052 
Treasury stock activitiesTreasury stock activities— — — — — (189)189 — 
Balance at September 30, 2019Balance at September 30, 201916,403,776 $7,984 $257,436 $284,694 $(5,403)$4,505 $(4,505)$544,711 
Balance at December 31, 201816,378,545
 $7,971
 $255,651
 $261,530
 $(6,713) $3,854
 $(3,854) $518,439
Balance at December 31, 201816,378,545 $7,971 $255,651 $261,530 $(6,713)$3,854 $(3,854)$518,439 
Net income—
 —
 —
 28,664
 —
 —
 —
 28,664
Net income— — — 42,589 — — — 42,589 
Prior period reclassification—
 —
 —
 115
 (115) —
 —
 —
Prior period reclassification— — — 115 (115)— — 0 
Other comprehensive income—
 —
 —
 —
 3,089
 —
 —
 3,089
Other comprehensive income— — — — 1,425 — — 1,425 
Dividend declared ($0.3700 per share)—
 —
 —
 (6,198) —
 —
 —
 (6,198)
Dividend declared ($1.1800 per share)Dividend declared ($1.1800 per share)— — — (19,540)— — — (19,540)
Dividend reinvestment plan—
 —
 (1) —
 —
 —
 —
 (1)Dividend reinvestment plan0 0 (3)— — — — (3)
Share-based compensation and tax benefit (3)(4)
18,472
 9
 (343) —
 —
 —
 —
 (334)
Share-based compensation and tax benefit (3)(4)
25,231 13 1,788 — — — — 1,801 
Treasury stock activities—
 —
 —
 —
 —
 522
 (522) —
Treasury stock activities— — — — — 651 (651)0 
Balance at March 31, 201916,397,017
 $7,980
 $255,307
 $284,111
 $(3,739) $4,376
 $(4,376) $543,659
Balance at September 30, 2019Balance at September 30, 201916,403,776 $7,984 $257,436 $284,694 $(5,403)$4,505 $(4,505)$544,711 
Balance at June 30, 2020Balance at June 30, 202016,463,808 $8,013 $263,272 $326,454 $(4,462)$5,659 $(5,659)$593,277 
Net incomeNet income— — — 9,261 — — — 9,261 
Other comprehensive incomeOther comprehensive income— — — — 833 — — 833 
Dividend declared ($0.440 per share)Dividend declared ($0.440 per share)— — — (7,358)— — — (7,358)
Equity issuances under various plans (5)
Equity issuances under various plans (5)
232,684 113 19,420 — — — — 19,533 
Share-based compensation and tax benefit (3) (4)
Share-based compensation and tax benefit (3) (4)
1,144 — — — — 1,144 
Treasury stock activitiesTreasury stock activities— — — — — (25)25 0 
Balance at September 30, 2020Balance at September 30, 202016,696,492 $8,126 $283,836 $328,357 $(3,629)$5,634 $(5,634)$616,690 
               
Balance at December 31, 201916,403,776
 $7,984
 $259,253
 $300,607
 $(6,267) $4,543
 $(4,543) $561,577
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
Net income— — — 49,146 — — — 49,146 
Other comprehensive income—
 —
 —
 —
 73
 —
 —
 73
Other comprehensive income— — — — 2,638 — — 2,638 
Dividend declared ($0.4050 per share)—
 —
 —
 (6,703) —
 —
 —
 (6,703)
Dividend reinvestment plan3,743
 2
 352
 —
 —
 —
 —
 354
Dividend declared ($1.285 per share)Dividend declared ($1.285 per share)— — — (21,366)— — — (21,366)
Equity issuances under various plans (5)
Equity issuances under various plans (5)
258,260 126 21,693 — — — — 21,819 
Share-based compensation and tax benefit (3) (4)
25,586
 12
 (84) —
 —
 —
 —
 (72)
Share-based compensation and tax benefit (3) (4)
34,456 16 2,890 — — — — 2,906 
Treasury stock activities—
 —
 —
 —
 —
 925
 (925) —
Treasury stock activities— — — — — 1,091 (1,091)0 
Cumulative effect of the adoption of ASU 2016-13—
 —
 —
 (30) —
 —
 —
 (30)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
Balance at September 30, 2020Balance at September 30, 202016,696,492 $8,126 $283,836 $328,357 $(3,629)$5,634 $(5,634)$616,690 
 
(1)2,000,000 shares of preferred stock at $0.01 par value have been authorized. No shares have been issued or are outstanding; accordingly, no information has been included in the statements of stockholders’ equity.
(2)
Includes 104,871 shares at March 31,
(1)2,000,000 shares of preferred stock at $0.01 par value have been authorized. No shares have been issued or are outstanding; accordingly, no information has been included in the statements of stockholders’ equity.
(2)Includes 104,119 shares at September 30, 2020, and 95,329 shares at December 31, 2019, 94,923 shares at September 30, 2019 and 97,053 shares at December 31, 2018, respectively, held in a Rabbi Trust related to our Non-Qualified Deferred Compensation Plan.
(3)Includes amounts for shares issued for directors’ compensation.
(4)The shares issued under the SICP are net of shares withheld for employee taxes. For the nine months ended September 30, 2020 and 2019, we withheld 10,319 and 7,635 shares, respectively, for employee taxes.
(5)Includes the Retirement Savings Plan, DRIP and ATM equity issuances.

, 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, 2020 and 2019, we withheld 10,319 and 7,635 shares, respectively, for employee taxes.

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

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NOTES TO 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, 2019. In the opinion of management, these financial statements reflect all 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 onof 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.
Beginning in the third quarter of 2019, our management began executing a strategy to sell the operating assets of PESCO. In connection with this strategy, during the third and fourth quarter of 2019, we reached agreements with four entitiesclosed on 4 separate transactions to sell PESCO's assets and contracts. These transactions closed during the fourth quarter of 2019. As a result of the sale,these sales, we have fully exited the natural gas marketing business, which 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 discontinued operations, which required retrospective application to financial information for all periods presented. Refer to Note 3, Acquisitions and Divestitures, for further information.information
Effects of COVID-19
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 continued to significantly impactedimpact economic conditions in the United States, and the economic impact is expected to continue as long as the social distancing restrictions remain in place.States. We are considered an “essential business,” which allows us to continue our 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. ForImpacts from the first quarterrestrictions imposed in our service territories and the implementation of 2020,our pandemic response plan, included reduced consumption of energy largely in the commercial and industrial sectors, higher bad debt expenses and incremental expenses associated with COVID-19, including personal protective equipment and premium pay for field personnel. The additional operating expenses we incurred support the ongoing delivery of our essential services during these unprecedented times. As 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 distancingpandemic is still ongoing, we are continuing to assess recoverability and other restrictions recommended or requiredto date, have not established regulatory assets associated with the incremental net expense impacts, as currently authorized by federal, statethe Delaware, Maryland and local authorities, cannot be estimated at this time.Florida PSCs. We are committed to communicating timely updates and will continue to monitor developments affecting our employees, customers, suppliers, and shareholdersstockholders and take additional precautions as warranted to operate safely and to comply with the CDC, Occupational Safety and Health Administration, state and local requirements in order to protect our employees, customers and the communities we serve.serve, and update and communicate the ongoing financial impact on our results once determined. Refer to Note 5, Rates and Other Regulatory Activities, for further information on the potential deferral of incremental expenses associated with COVID-19.


FASB Statements and Other Authoritative Pronouncements
Recently Adopted Accounting Standards
Financial Instruments - Credit Losses (ASC 326) - In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which changes how entities account for credit losses for most financial assets and certain

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other instruments, and subsequent guidance which served to clarify or amend the original standard. ASU 2016-13 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, 2020 and recorded an immaterial cumulative effect in retained earnings as of 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 serviceservices business units consist of our natural gas pipelines and our mobile CNGcompressed natural gas ("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 losslosses and a slowing of economic activity across the United States and in the areas that we serve. At this time it is unclear as to when these restrictions might be eased or lifted, and the timing and extent to which they are lifted or eased may be determined by the state and local authorities with guidance from the CDC. We have been identified as an “essential business”business,” which allowsallowed us to continue operational activity and construction projects with social distancing restrictions in place. We have considered the impact of the COVID-19 virus for the first quarter ofnine months ended September 30, 2020, and will continue to monitormonitored developments whichthat impact our customers’ ability to pay and revisehave revised our estimates as new information becomes available.of expected credit losses.
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 previous incurred loss accounting guidance. The below table provides a reconciliation of our allowance for credit losses at March 31,September 30, 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

(in thousands)
Balance at December 31, 2019$1,337
Additions:
Provision for credit losses2,810
Recoveries577
Deductions:
Write offs(594)
Balance at September 30, 2020$4,130
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. We adopted ASU 2018-13 for our annual and interim financial statements beginning January 1, 2020 and, since the changes only impacted disclosures, its adoption did not have a material impact on our financial position or results of operations.


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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 was effective for our annual and interim financial statements beginning January 1, 2020. The amendments included in this ASU are to be applied prospectively, and are not expected to 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


2.    Calculation of Earnings Per Share
Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
(in thousands, except shares and per share data)  
Calculation of Basic Earnings Per Share:
Income from Continuing Operations$9,280 $6,251 $48,981 $43,977 
Income (Loss) from Discontinued Operations(19)(630)165 (1,388)
Net Income$9,261 $5,621 $49,146 $42,589 
Weighted average shares outstanding16,533,748 16,403,776 16,466,106 16,396,646 
Basic Earnings Per Share from Continuing Operations$0.56 $0.38 $2.97 $2.68 
Basic Earnings (Loss) Per Share from Discontinued Operations0 (0.04)0.01 (0.08)
Basic Earnings Per Share$0.56 $0.34 $2.98 $2.60 
Calculation of Diluted Earnings Per Share:
Reconciliation of Denominator:
Weighted shares outstanding—Basic16,533,748 16,403,776 16,466,106 16,396,646 
Effect of dilutive securities—Share-based compensation59,094 50,091 57,094 47,585 
Adjusted denominator—Diluted16,592,842 16,453,867 16,523,200 16,444,231 
Diluted Earnings Per Share from Continuing Operations$0.56 $0.38 $2.96 $2.67 
Diluted Earnings (Loss) Per Share from Discontinued Operations0 (0.04)0.01 (0.08)
Diluted Earnings Per Share$0.56 $0.34 $2.97 $2.59 
3.Acquisitions and Divestitures

3.     Acquisitions and Divestitures

Acquisition of Western Natural Gas Company
In October 2020, Sharp acquired certain propane operating assets of Western Natural Gas Company, which provides propane distribution service throughout Jacksonville, Florida and the surrounding communities, for approximately $6.7 million, net of cash acquired. The acquisition will be accounted for as a business combination within our Unregulated Energy Segment beginning in the fourth quarter of 2020. There are multiple strategic benefits to this acquisition including it: (i) expands our propane territory serviced in Florida; (ii) includes an established customer base with opportunities for future growth; and (iii) provides opportunities to market additional services and pricing programs to these customers.

Acquisition of Elkton Gas
In December 2019,July 2020, we entered into an agreement with SJI to acquire its subsidiary,closed on the acquisition of 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 completionMaryland for approximately, $15.6 million, net of cash acquired. Additionally, the transaction, Elkton Gas will become our wholly-owned subsidiary. The acquisition, which is expected to close in the third quarterpurchase price included $0.6 million of 2020, is subject to approval by the Maryland PSC.working

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capital. Elkton Gas’ territory is contiguous to our franchised service territory in Cecil County, Maryland. Elkton Gas will continuecontinues to operate out of its existing office with the same local personnel who are now also expected to serveserving our existing franchised service territory in Cecil County.
In connection with this acquisition, we recorded $15.9 million in property, plant and equipment, $0.6 million in accounts receivable, $2.6 million in other liabilities, $2.6 million in regulatory liabilities and $4.3 million in goodwill, all of which is deductible for income tax purposes. All of the assets and liabilities are recorded in the Regulated Energy segment. The amounts recorded in conjunction with the acquisition are preliminary, and subject to adjustment based on contractual provisions. The purchase price allocation will be finalized in the third quarter of 2021. For the three and nine months ended September 30, 2020, Elkton Gas generated operating revenue of $0.6 million and an operating loss of less than $0.1 million, respectively. The immaterial operating loss is reflective of less than a full quarter of results; in addition, the third quarter is typically the warmest quarter of the year.
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 quarterthree months ended March 31,September 30, 2020, Boulden generated operating revenue of $0.4 million and an operating loss of $0.2 million, respectively. For the nine months ended September 30, 2020, Boulden generated operating revenue and income of $2.8$4.1 million and $1.4$1.2 million, respectively. The third quarter is typically the warmest quarter of the year, with the smallest amount of gallons being delivered during that quarter.
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$23.1 million in cash consideration from the buyers, inclusive of working capital of $8.0 million. Wemillion and recognized atotal pre-tax gain of $7.3$7.5 million ($($5.4 million after tax) in connection with the closing of these transactions duringof which, $7.3 million of this gain was recognized in 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 and nine months ended March 31,September 30, 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.












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A summary of discontinued operations presented in the condensed consolidated statements of income includes the following:    
 Three Months EndedThree Months EndedNine Months Ended
 March 31,September 30,September 30,
(in thousands) 2020 2019(in thousands)2020
2019 (1)
2020
2019 (1)
Operating revenues(1)
 $—
 $77,022
Operating revenues(1)
$3 $34,271 $26 $152,573 
Cost of sales(1)
 (9) 75,162
Cost of sales(1)
(40)33,763 (39)149,464 
Other operating expenses 116
 1,991
Other operating expenses75 1,360 272 4,819 
Operating loss (107)
(131)Operating loss(32)(852)(207)(1,710)
Interest and other expense (24) (70)Interest and other expense6 (74)(23)(242)
Loss from Discontinued Operations before income taxes (131)
(201)Loss from Discontinued Operations before income taxes(26)(926)(230)(1,952)
Gain on sale of Discontinued OperationsGain on sale of Discontinued Operations— — 200 0 
Income tax benefit (35) (51)Income tax benefit(7)(296)(195)(564)
Loss from Discontinued Operations, Net of Tax $(96) $(150)
Gain (Loss) from Discontinued Operations, Net of TaxGain (Loss) from Discontinued Operations, Net of Tax$(19)$(630)$165 $(1,388)

(1) Included in operating revenues and cost of sales for the three and nine months ended March 31,September 30, 2019, is $9.9$4.3 million and $19.1 million, respectively, representing amounts which had been previously eliminated in consolidation related to intercompany activity that will continuecontinued 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 of 2019, there were no assets or liabilities classified as held for sale at March 31,September 30, 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:
Nine Months Ended September 30, 2019
In thousands
Depreciation and amortization$437 
Deferred income taxes$513 
Realized gain on commodity contracts$(623)
(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.


4.     Revenue Recognition
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,September 30, 2020 and 2019:

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 Three months ended March 31, 2020 Three Months Ended March 31, 2019Three months ended September 30, 2020Three Months Ended September 30, 2019
(in thousands) Regulated Energy Unregulated Energy Other and Eliminations Total Regulated Energy Unregulated Energy Other and Eliminations Total(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotalRegulated EnergyUnregulated EnergyOther and EliminationsTotal
Energy distribution                Energy distribution
Delaware natural gas division $26,567
 $—
 $—
 $26,567
 $27,549
 $—
 $—
 $27,549
Delaware natural gas division$7,243 $— $— $7,243 $6,953 $— $— $6,953 
Florida natural gas division 8,477
 —
 —
 8,477
 7,900
 —
 —
 7,900
Florida natural gas division7,309 — — 7,309 6,710 — — 6,710 
FPU electric distribution 14,219
 —
 —
 14,219
 14,378
 —
 —
 14,378
FPU electric distribution29,051 — — 29,051 24,174 — — 24,174 
FPU natural gas distribution 25,444
 —
 —
 25,444
 23,786
 —
 —
 23,786
FPU natural gas distribution19,935 — — 19,935 17,908 — — 17,908 
Maryland natural gas division 9,138
 —
 —
 9,138
 10,047
 —
 —
 10,047
Maryland natural gas division2,824 — — 2,824 2,634 — — 2,634 
Sandpiper Energy natural gas/propane operations 6,292
 —
 —
 6,292
 7,082
 —
 —
 7,082
Sandpiper natural gas/propane operationsSandpiper natural gas/propane operations3,290 — — 3,290 3,673 — — 3,673 
Elkton GasElkton Gas623 — — 623 — — — — 
Total energy distribution 90,137
 —
 —
 90,137
 90,742

—

—

90,742
Total energy distribution70,275 — — 70,275 62,052 — — 62,052 
       
        
Energy transmission       
        Energy transmission
Aspire Energy —
 9,781
 —
 9,781
 —
 13,470
 —
 13,470
Aspire Energy— 3,449 — 3,449 — 4,247 — 4,247 
Eastern Shore 19,279
 —
 —
 19,279
 19,056
 —
 —
 19,056
Eastern Shore18,389 — — 18,389 17,573 — — 17,573 
Peninsula Pipeline 4,824
 —
 —
 4,824
 3,565
 —
 —
 3,565
Peninsula Pipeline6,433 — — 6,433 4,442 — — 4,442 
Total energy transmission 24,103
 9,781
 —
 33,884

22,621

13,470

—

36,091
Total energy transmission24,822 3,449 — 28,271 22,015 4,247 — 26,262 
                
Energy generation       
        Energy generation
Eight Flags —
 4,323
 —
 4,323
 —
 4,142
 —
 4,142
Eight Flags— 3,882 — 3,882 — 4,027 — 4,027 
       
        
Propane operations                Propane operations
Propane delivery operations —
 38,282
 —
 38,282
 —
 46,125
 —
 46,125
Propane delivery operations— 13,710 — 13,710 — 14,200 — 14,200 
                
Energy delivery services                Energy delivery services
Marlin Gas Services —
 1,309
 —
 1,309
 —
 2,434
 —
 2,434
Marlin Gas Services— 1,708 — 1,708 — 1,059 — 1,059 
Other —
 20
 —
 20
 —
 —
 —
 —
Total energy delivery services —
 1,329
 —
 1,329
 —
 2,434
 —
 2,434
                
Other and eliminations       
        Other and eliminations
Eliminations (11,285) (25) (4,409) (15,719) (9,745) (5,496) (4,366) (19,607)Eliminations(12,335)(35)(4,188)(16,558)(9,487)(1,253)(4,367)(15,107)
Other —
 341
 133
 474
 —
 405
 132
 537
Other— 0 131 131 — 0 133 133 
Total other and eliminations (11,285) 316
 (4,276) (15,245) (9,745) (5,091) (4,234) (19,070)Total other and eliminations(12,335)(35)(4,057)(16,427)(9,487)(1,253)(4,234)(14,974)
                
Total operating revenues (1)
 $102,955

$54,031

$(4,276)
$152,710
 $103,618
 $61,080
 $(4,234) $160,464
Total operating revenues (1)
$82,762 $22,714 $(4,057)$101,419 $74,580 $22,280 $(4,234)$92,626 
(1) Total operating revenues for the three months ended March 31,September 30, 2020, include other revenue (revenues from sources other than contracts with customers) of $0.7$0.2 million and $0.1$0.05 million for our Regulated and Unregulated Energy segments, respectively, and $0.1 million and $0.1 million for our Regulated and Unregulated Energy segments, respectively, for the three months ended March 31,September 30, 2019. The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for the Maryland division and Sandpiper and late feesfees.

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The following table displays our revenue from continuing operations by major source based on product and service type for the nine months ended September 30, 2020 and 2019:
Nine months ended September 30, 2020Nine months ended September 30, 2019
(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotalRegulated EnergyUnregulated EnergyOther and EliminationsTotal
Energy distribution
Delaware natural gas division$45,568 $— $— $45,568 $42,758 $— $— $42,758 
Florida natural gas division23,018 — — 23,018 21,625 — — 21,625 
FPU electric distribution58,972 — — 58,972 59,016 — — 59,016 
FPU natural gas distribution64,877 — — 64,877 60,357 — — 60,357 
Maryland natural gas division15,941 — — 15,941 15,867 — — 15,867 
Sandpiper natural gas/propane operations12,440 — — 12,440 14,237 — — 14,237 
Elkton Gas623 — — 623 — — — — 
Total energy distribution221,439 — — 221,439 213,860 — — 213,860 
Energy transmission
Aspire Energy— 17,784 — 17,784 — 23,139 — 23,139 
Eastern Shore55,944 — — 55,944 54,368 — — 54,368 
Peninsula Pipeline16,618 — — 16,618 11,573 — — 11,573 
Total energy transmission72,562 17,784 — 90,346 65,941 23,139 — 89,080 
Energy generation
Eight Flags— 11,898 — 11,898 — 12,405 — 12,405 
Propane operations
Propane delivery operations— 69,593 — 69,593 — 78,217 — 78,217 
Energy delivery services
Marlin Gas Services— 5,266 — 5,266 — 4,601 — 4,601 
Other and eliminations
Eliminations(34,766)(75)(12,937)(47,778)(28,200)(9,377)(13,351)(50,928)
Other— 0 396 396 — 0 395 395 
Total other and eliminations(34,766)(75)(12,541)(47,382)(28,200)(9,377)(12,956)(50,533)
Total operating revenues (1)
$259,235 $104,466 $(12,541)$351,160 $251,601 $108,985 $(12,956)$347,630 
(1)Total operating revenues for the nine months ended September 30, 2020, include other revenue (revenues from sources other than contracts with customers) of $1.0 million and $0.2 million for our Regulated and Unregulated Energy segments, respectively, and $(0.1) million and $0.3 million for our Regulated and Unregulated Energy segments, respectively, for the nine months ended September 30, 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.



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Contract balances
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 March 31,September 30, 2020 and December 31, 2019 were as follows:
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  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)

Trade ReceivablesContract Assets (Current)Contract Assets (Non-current)Contract Liabilities (Current)
(in thousands)
Balance at 12/31/2019$47,430 $18 $3,465 $589 
Balance at 9/30/202037,190 18 4,537 971 
Increase (decrease)$(10,240)$0 $1,072 $382 
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.sheet. Our non-current contract assets are included in receivables and other deferred chargesassets in the condensed consolidated balance sheetssheet 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. Contract liabilities are included in other accrued liabilities in the condensed consolidated balance sheets and relate to non-refundable prepaid fixed fees for our Mid-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 each of the three months ended March 31,September 30, 2020 and 2019, we recognized revenue of $0.4$0.2 million. For the nine months ended September 30, 2020 and 2019, we recognized revenue of $0.8 million and $0.3$0.7 million, respectively.

Remaining performance obligations
Our businesses have long-term fixed fee contracts with customers in which revenues are recognized when performance obligations are satisfied over the contract term. Revenue for these businesses for the remaining performance obligations, at March 31,September 30, 2020, are expected to be recognized as follows:

(in thousands)2020202120222023202420252026 and thereafter
Eastern Shore and Peninsula Pipeline$9,115 $34,541 $27,047 $21,664 $19,587 $18,736 $174,774 
Natural gas distribution operations970 4,351 5,394 4,937 4,705 4,172 32,996 
FPU electric distribution141 566 566 566 566 275 825 
Total revenue contracts with remaining performance obligations$10,226 $39,458 $33,007 $27,167 $24,858 $23,183 $208,595 
(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



5.Rates and Other Regulatory Activities
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

CGS:In In August 2019, we filed with the Delaware PSC an application seeking 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 natural gas service. We proposeproposed to acquire each CGS one at a time and to pay replacement cost for each CGS system. In addition, we are requestingrequested authorization to pay for and capitalize the CGS residents’ behind-the-meter conversion costs. Our existing natural gas customers will be protected against subsidizing

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the acquisitions and conversions of the CGS systems because we will complete only those systems that meet our economic test. In September 2019,The application was reviewed by the Delaware PSC, who approved and issued an order to open a docket for the purpose of reviewing our application and to conduct evidentiary hearings on the matter. A final order is anticipated in the second quarter ofJune 2020.
Maryland
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 expectOn June 29, 2020, the Maryland PSC issued a final order approving the settlement agreement, therefore, enabling the transaction to move forward.In July 2020, the transaction closed and we acquired Elkton Gas will continue to operate out of its existing office with the same local personnel.as our wholly-owned subsidiary.

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 datedin December 2019. We are anticipating a decision by the Maryland PSCThe application was approved in the second quarter ofJune 2020.
Florida
Electric Limited Proceeding-Storm 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 filing the petition, had a deficit of $0.8 million. This matter went to hearing in December 2018 and was subsequently approved at the March 2019 Agenda with the Final Order issued on March 25, 2019. FPU received approval to begin a surcharge 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 hurricaneFlorida and caused widespread and severe damage to FPU's infrastructure resulting in the loss of electric service to 100 percent of its customers 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 was recorded as new plant and equipment, charged against FPU’s accumulated depreciation or charged against FPU’s storm reserve. Additionally, amounts currently being reviewedundergoing review by the Florida PSC for regulatory asset treatment have beenwere recorded as receivables and other deferred charges.
In August 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 Office 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 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
In late 2019, the Florida PSC approved an interim rate increase, subject to refund, effective January 1, 2020, associated with the restoration effort following Hurricane Michael. We fully reserved these interim rates, pending a final resolution and settlement of the petition is currently on the schedule for approval atlimited proceeding.In September 2020, the Florida PSC Agendaapproved a settlement agreement between FPU and the Office of the Public Counsel regarding final cost recovery and rates associated with Hurricane Michael. The settlement agreement allowed us to: (a) record regulatory assets for storm costs in Septemberthe amount of $45.8 million including interest which will be amortized over six years; (b) recover these storm costs through a surcharge for a total of $7.7 million annually; and (c) collect an annual increase in revenue of $3.3 million to recover capital costs associated with new plant and a regulatory asset for cost of removal and undepreciated plant. The new base rates and storm surcharge were effective on November 1, 2020.
Electric Depreciation Study: In September 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 be retroactively effective to January 1, 2020. The petition is currently onwas joined to the schedule for approvalHurricane Michael docket, and was approved at the Florida PSC agendaAgenda in September 2020. The approved rates were retroactively applied effective January 1, 2020.
WesternWest 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 pipeline 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 increased demand in these areas. The petition was approved by the Florida PSC at the August 6, 2019 Agenda. Interim services began in the fourth quarter of 2019. The Company expectsWe expect to complete the remainder of the project in phases through the thirdsecond quarter of 2020.2021.
Callahan Pipeline, Nassau County: In July 2019, Peninsula Pipeline filed a petition for approvalthe second quarter of the firm transportation service agreement with FPU and 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 December 10, 2019 Agenda.2020, Peninsula Pipeline and Seacoast Gas Transmission are constructingcompleted construction of a jointly owned 26-mile, 16-inch steel pipeline that interconnects to the Cypress Pipeline

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interstate system in western Nassau County in order to serve growing demand in both Nassau and Duval counties, Florida. The Callahan pipeline will terminateterminates into the existing Peninsula Pipeline-Peoples Gas jointly owned pipeline, which serves Amelia Island and the Peoples Gas distribution system. The Callahan Pipeline will enhancehas enhanced FPU’s ability to expand service into Nassau County and will enablehas enabled Peoples Gas to enhance its
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system pressure and the reliability of its service in Duval County. The project is expected to be placed in-service during the third quarter of 2020.
Eastern Shore
Del-Mar Energy Pathway Project: In December 2019, the FERC issued an order approving the construction of the Del-Mar Energy Pathway 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 4 customers. Facilities to be constructed include 6 miles of pipeline looping in Delaware; 13 miles of new mainline extension in Sussex County, Delaware and Wicomico and Somerset 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. Construction 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 2021.

Capital Cost Surcharge:In December 2019, the FERC approved 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. As Eastern Shore continues to relocate its pipeline and incur capital expenditures, we will continue to utilize the surcharge to seek recovery of its costs.

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.

Ohio
Aspire Energy Express: In October 2020, the Public Utilities Commission of Ohio approved the request by Aspire Energy Express for authority to operate as an intrastate pipeline company in Ohio and also approved the submitted tariff. Aspire Energy Express will utilize the pipeline to provide natural gas transportation service in Ohio, including delivery to the Guernsey Power Station and other potential customers elsewhere in Ohio. Aspire Energy Express has entered into agreements with the Guernsey Power Station to construct the pipeline and provide natural gas transportation service to the facility pending approval of the application. Aspire Energy Express intends to own and operate the proposed intrastate pipeline facilities that will interconnect with the Rockies Express Pipeline and other potential points of receipt. The pipeline facilities that will be initially constructed are near the Guernsey Power Station. Aspire Energy Express will be subject to ongoing jurisdiction and supervision of the Public Utilities Commission of Ohio with respect to the gas pipeline safety standards and requirements.


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 rapidly evolving situation, and could lead to extended disruption of economic activity in our 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.

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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 regulatory asset to record prudently incurred incremental costs related to COVID-19, for the period beginning on March 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 utility and is a non-recurring event. We

In May 2020, the Delaware PSC issued an order that authorized Delaware utilities to establish a regulatory asset to record COVID-19 related incremental costs incurred to ensure customers have essential utility services, for the period beginning on March 24, 2020 and ending 30 days after the state of emergency ends. The creation of the regulatory asset for COVID-19 related costs offers utilities the ability to seek recovery of those costs.

In October 2020, the Florida PSC approved a joint petition of our natural gas and electric distribution utilities in Florida to establish regulatory asset to record incremental expenses incurred due to COVID-19. This regulatory asset will continueallow us to monitor similar orders issuedseek recovery of these costs in our next base rate proceeding.

As the COVID-19 pandemic is still ongoing, to date we have not established regulatory assets associated with the incremental expense impacts, as currently authorized by the FERC or the respective PSCs in our service territories to identify additional relief which could be available to our regulated businesses.Delaware, Maryland and Florida PSCs.





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Summary TCJA Table

The following table summarizes the TCJA impact on our regulated businesses as of March 31, 2020:businesses:
Regulatory Liabilities related to Accumulated Deferred Income Taxes ("ADIT")
Operation and Regulatory JurisdictionAmount (in thousands)StatusStatus 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 filing.Implemented one-time bill credit (totaling $0.9 million) in April 2018. Customer rates were adjusted in April 2018.
Delaware Division (Delaware PSC)$12,81812,758PSC approved amortization of ADIT in January 2019.Implemented one-time bill credit (totaling $1.5 million) in April 2019. Customer rates were adjusted in March 2019.
Maryland Division (Maryland PSC)$4,0584,000PSC approved amortization of ADIT in May 2018.Implemented one-time bill credit (totaling $0.4 million) in July 2018. Customer rates were adjusted in May 2018.
Sandpiper Energy (Maryland PSC)$3,7523,726PSC approved amortization of ADIT in May 2018.Implemented one-time bill credit (totaling $0.6 million) in July 2018. Customer rates were adjusted in May 2018.
Chesapeake Florida Gas Division/Central Florida Gas (Florida PSC)$8,2748,214PSC issued order authorizing amortization and retention of net ADIT liability by the Company in February 2019.Florida PSC's final order was issued in February 2019. Excluding GRIP, tax savings arising from the TCJA rate reduction will be retained by the Company.

GRIP: Tax savings for 2018 will be refunded to customers in 2020 through the annual GRIP cost recovery mechanism. Future customer GRIP surcharges will be adjusted to reflect tax savings associated with TCJA.
FPU Natural Gas (excludes Fort Meade and Indiantown) (Florida PSC)$19,20919,192Same 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$291309Same 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)$5,7046,758In January 2019, PSC issued order approving amortization of ADIT through purchased power cost recovery, storm reserve and rates.TCJA benefit is provided to customers through a combination of reductions to the fuel cost recovery rate, base rates, as well as application to the storm reserve over the next several years.
Elkton Gas (Maryland PSC)$1,124PSC approved amortization of ADIT in March 2018.
Implemented one-time bill credit (totaling less than $0.1 million) in May 2020.Customer rates were adjusted in April 2020.

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, 7 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.

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As of March 31,September 30, 2020 and December 31, 2019, we had approximately $7.6$6.2 million and $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,September 30, 2020 and December 31, 2019, we had recovered approximately $12.1$12.3 million and $11.9 million, respectively, leaving approximately $1.9$1.7 million and $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:
MGP Site (Jurisdiction)Status
Estimated Cost to Clean up
(Expect to Recover through Rates with Customers)
Up Costs
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 similarSimilar remedial actions have been initiated on the site's west parcel, and construction of active remedial systems are expected be completed in 2020.2021.Between $4.5$3.3 million to $15.4$14.2 million, including costs associated with the relocation of FPU’s operations at this site, and any potential costs associated with future redevelopment of the properties.
Sanford (Florida)In March 2018, the United States Environmental Protection Agency ("EPA") approved a "site-wide ready for anticipated use" status, which is the final step before delisting a site. Construction has been completed and restrictive covenants are in place to ensure protection of human health. The only remaining activity is long-term groundwater monitoring.FPU's remaining remediation expenses, including attorneys' fees and costs, are anticipated to be immaterial.
Winter Haven (Florida)Remediation is ongoing.Not expected to exceed $0.4 million.
Seaford (Delaware)Conducted investigations of on-site and off-site impacts in the vicinity of the site, from 2014 through 2018, and submitted the findings to Delaware Department of Natural Resources and Environmental Control ("DNREC") in a March 2019 report. An interim action involving air-sparging/vapor extraction is being implemented, in accordance with the DNREC-approved Work Plan.Between $0.2 million and $0.5 million.


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7.     Other Commitments and Contingencies
7.Other Commitments and Contingencies
Natural Gas and Electric
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 arewere 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. See Note 3, Acquisitions and Divestitures, for additional details regarding the sale of PESCO's assets and contracts.
In May 2019, ourFPU natural gas distribution operations and Eight Flags entered into separate asset management agreements with Emera Energy Services, Inc. to manage their natural gas transportation capacity. The parties entered into short-term agreements for a one-year term beginning July 2019 through July 2020. The parties also entered into long-term agreements for a 10-year term that will commencecommenced in July 2020.
Chesapeake Utilities' Florida Division has firm transportation service contracts with Florida Gas Transmission Company ("FGT") and 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. 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. 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 6 quarters: (a) funds from operations interest coverage ratio (minimum of 2 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,September 30, 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
The Board of Directors has authorized us to issue corporate guarantees securing obligations of our subsidiaries and to obtain letters of credit securing our subsidiaries' obligations. The maximum authorized liability under such guarantees and letters of credit as of March 31,September 30, 2020 was $37.0$20.0 million. The aggregate amount guaranteed at March 31,September 30, 2020 was approximately $17.9$7.9 million with the guarantees expiring on various dates through March 2,September 24, 2021. The amounts related to PESCO were $6.8 millionimmaterial and are expected to bewere fully terminated or transferred in the second quarter ofOctober 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 (seevalues. See Note 15, Long-Term Debt, for further details).details.
As of March 31,September 30, 2020, we have issued letters of credit totaling approximately $5.4$4.8 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 and our current and previous primary insurance carriers. These letters of credit have various expiration dates through October 22, 2020.5, 2021. There have been no drawsdrawings on these letters of credit as of March 31,September 30, 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,At September 30, 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.were fully terminated.

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8.    Segment Information

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 2 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, 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 regulated, as to their rates and services, by the PSC having jurisdiction in each operating territory or by the FERC in the case of Eastern Shore.
•Unregulated Energy. Includes energy transmission, energy generation (the operations of our Eight Flags' CHP plant), propane operations, and the new mobile compressed natural gas distribution and pipeline solutions subsidiary. Also included in this segment are other unregulated energy services, such as energy-related merchandise sales and heating, ventilation and air conditioning, plumbing and electrical services. These operations are unregulated as to their rates and services. Effective in the third quarter of 2019, the natural gas marketing and related services subsidiary (PESCO), previously reported in the Unregulated Energy segment, was reflected in discontinued operations. See Note 3, Acquisitions and Divestitures for additional details of the sale of PESCO.
The remainder of our operations are 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 EndedNine Months Ended
September 30,September 30,
2020201920202019
(in thousands)
Operating Revenues, Unaffiliated Customers
Regulated Energy$82,297 $74,027 $257,810 $249,978 
Unregulated Energy19,122 18,599 93,350 97,652 
Total operating revenues, unaffiliated customers$101,419 $92,626 $351,160 $347,630 
Intersegment Revenues (1)
Regulated Energy$465 $553 $1,425 $1,623 
Unregulated Energy3,592 3,681 11,116 11,333 
Other businesses131 133 396 395 
Total intersegment revenues$4,188 $4,367 $12,937 $13,351 
Operating Income
Regulated Energy$20,482 $17,540 $66,376 $65,310 
Unregulated Energy(3,092)(3,169)11,050 11,317 
Other businesses and eliminations16 (14)92 18 
Operating income17,406 14,357 77,518 76,645 
Other income (expense), net(40)(351)2,997 (731)
Interest charges4,584 5,403 15,452 16,583 
Income from Continuing Operations before Income Taxes12,782 8,603 65,063 59,331 
Income Taxes on Continuing Operations3,502 2,352 16,082 15,354 
Income from Continuing Operations9,280 6,251 48,981 43,977 
Income (loss) from Discontinued Operations, Net of Tax(19)(630)165 (1,388)
Net Income$9,261 $5,621 $49,146 $42,589 
  Three Months Ended
  March 31,
  2020 2019
(in thousands)    
Operating Revenues, Unaffiliated Customers    
Regulated Energy $102,494
 $103,071
Unregulated Energy 50,216
 57,393
Total operating revenues, unaffiliated customers $152,710
 $160,464
Intersegment Revenues (1)
    
Regulated Energy $461
 $547
Unregulated Energy 3,815
 3,687
Other businesses 132
 132
Total intersegment revenues $4,408
 $4,366
Operating Income    
Regulated Energy $27,888
 $29,741
Unregulated Energy 13,841
 15,258
Other businesses and eliminations 384
 (875)
Operating income 42,113
 44,124
Other income (expense), net 3,318
 (57)
Interest charges 5,814
 5,628
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 $28,930
 $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)September 30, 2020December 31, 2019
Identifiable Assets
Regulated Energy segment$1,530,689 $1,434,066 
Unregulated Energy segment305,536 296,810 
Other businesses and eliminations51,863 52,322 
Total identifiable assets$1,888,088 $1,783,198 

(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



9.Stockholder's Equity
9.    Stockholders' Equity
Common Stock Issuances

On June 30, 2020, we filed a shelf registration statement with the SEC to facilitate the issuance of our common stock from time to time. On August 17, 2020, we filed a prospectus supplement under the shelf registration statement for an ATM equity program under which we may issue and sell shares of our common stock up to an aggregate offering price of $75.0 million. In September 2020, we issued 0.1 million shares of common stock at price per share of $83.21 and received net proceeds of approximately $10.2 million, after deducting commissions and other fees of $0.4 million. In October 2020, we issued an additional 0.6 million shares at price per share of $82.88 and received approximately $50.8 million in net proceeds, after deducting commissions and other fees of $1.1 million.

We maintain an effective shelf registration statement with the SEC for the issuance of shares under our 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 stock purchase component of the DRIP. In the third quarter of 2020, we issued 0.1 million shares at price per share of $84.90 and received net proceeds of $9.0 million under the DRIP. In October 2020, we issued an additional 0.1 million shares at price per share of $86.99 and received approximately $13.0 million in net proceeds.

We intend to use the net proceeds from the ATM equity program and the DRIP, after deducting the commissions or other fees and related offering expenses payable by us, for general corporate purposes, including, but not limited to, financing of capital expenditures, repayment of short-term debt, financing acquisitions, investing in subsidiaries, and general working capital purposes.


Accumulated Other Comprehensive Loss
Defined benefit pension and postretirement plan items, unrealized gains (losses) of our propane swap agreements and natural gas swaps and futures contracts, designated as commodity contracts cash flow hedges, and the unrealized gains (losses) of our interest rate swap agreements designated as 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,September 30, 2020 and 2019. All amounts except the stranded tax reclassification are presented net of tax.
  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)

Defined BenefitCommodityInterest Rate
Pension andContractsSwap
PostretirementCash FlowCash Flow
Plan ItemsHedgesHedgesTotal
(in thousands)
As of December 31, 2019$(4,933)$(1,334)$— $(6,267)
Other comprehensive income before reclassifications0 3,594 23 3,617 
Amounts reclassified from accumulated other comprehensive income (loss)198 (1,144)(33)(979)
Net current-period other comprehensive income198 2,450 (10)2,638 
As of September 30, 2020$(4,735)$1,116 $(10)$(3,629)
(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)

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(in thousands)
As of December 31, 2018$(5,928)$(785)$— $(6,713)
Other comprehensive income (loss) before reclassifications(80)1,780 — 1,700 
Amounts reclassified from accumulated other comprehensive income/(loss)312 (587)— (275)
Net prior-period other comprehensive income232 1,193 — 1,425 
Prior-year reclassification0 (115)— (115)
As of September 30, 2019$(5,696)$293 $— $(5,403)

The following table presents amounts reclassified out of accumulated other comprehensive loss for the three and nine months ended March 31,September 30, 2020 and 2019. Deferred gains or losses for our commodity contractcontracts and interest rate swap cash flow hedges are recognized in earnings upon settlement.
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  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)

Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
(in thousands)
Amortization of defined benefit pension and postretirement plan items:
Prior service credit (1)
$19 $19 $57 $58 
Net loss(1)
(108)(44)(323)(370)
Total before income taxes(89)(25)(266)(312)
Income tax benefit23 5 68 80 
Net of tax(66)(20)(198)(232)
Gains and losses on commodity contracts cash flow hedges:
Propane swap agreements (2)
116 290 1,581 1,148 
Natural gas swaps (2)(3)
— (4)— 7 
Natural gas futures (2)(3)
0 348 0 (350)
Total before income taxes116 634 1,581 805 
Income tax expense(32)(179)(437)(218)
Net of tax84 455 1,144 587 
Gains on interest rate swap cash flow hedges:
Interest rate swap agreements34 — 45 — 
Total before income taxes34 0 45 0 
Income tax expense(9)0 (12)0 
Net of tax25 0 33 0 
Total reclassifications for the period$43 $435 $979 $355 
(1) These amounts are included in the computation of net periodic costs (benefits). See Note 10, Employee Benefit Plans, for additional details.
(2)These amounts are included in the effects of gains and losses from derivative instruments. See Note 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 other expense, net gains and losses on propane swap agreements, call optionsnatural gas swaps, and natural gas futures contracts are included in cost of sales, the realized gain or loss on interest rate swap agreements is recognized as a component of interest charges 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.


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10.    Employee Benefit Plans

10.Employee Benefit Plans
Net periodic benefit costs for our pension and post-retirement benefits plans for the three and nine months ended March 31,September 30, 2020 and 2019 are set forth in the following tables:
Chesapeake
Pension Plan		FPU
Pension Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan
For the Three Months Ended September 30,2020201920202019202020192020201920202019
(in thousands)          
Interest cost$46 $104 $518 $614 $16 $16 $8 $10 $10 $12 
Expected return on plan assets(42)(127)(745)(693)— — — — — — 
Amortization of prior service credit— — — — — — (19)(19)— — 
Amortization of net loss65 101 135 128 5 17 12 11 — — 
Net periodic cost (benefit)69 78 (92)49 21 33 1 2 10 12 
Settlement expense— — — — — 58 — — — — 
Amortization of pre-merger regulatory asset— — 0 162 — — — — 2 2 
Total periodic cost$69 $78 $(92)$211 $21 $91 $1 $2 $12 $14 
Chesapeake
Pension Plan		FPU
Pension Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan
 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
For the Nine Months Ended September 30,For the Nine Months Ended September 30,2020201920202019202020192020201920202019
(in thousands)                    (in thousands)          
Interest cost $46
 $105
 $518
 $615
 $16
 $21
 $8
 $10
 $10
 $12
Interest cost$138 $314 $1,554 $1,844 $48 $58 $24 $29 $30 $36 
Expected return on plan assets (42) (127) (745) (693) —
 —
 —
 —
 —
 —
Expected return on plan assets(126)(381)(2,235)(2,079)— — — — — — 
Amortization of prior service credit —
 —
 —
 —
 —
 —
 (19) (19) —
 —
Amortization of prior service credit— — — — — — (57)(58)— — 
Amortization of net loss 65
 101
 135
 129
 5
 26
 12
 12
 —
 —
Amortization of net loss195 304 405 386 15 68 36 35 — — 
Net periodic cost (benefit) 69
 79
 (92) 51
 21
 47
 1
 3
 10
 12
Net periodic cost (benefit)207 237 (276)151 63 126 3 6 30 36 
Settlement expenseSettlement expense— — — — — 58 — — — — 
Amortization of pre-merger regulatory asset —
 —
 —
 190
 —
 —
 —
 —
 2
 2
Amortization of pre-merger regulatory asset— — 0 543 — — — — 6 6 
Total periodic cost $69
 $79
 $(92) $241
 $21
 $47
 $1
 $3

$12
 $14
Total periodic cost$207 $237 $(276)$694 $63 $184 $3 $6 $36 $42 


We expect to record immaterial pension and postretirementpost-retirement benefit costs for 2020. The components of our net periodic costs have been recorded or reclassified to other 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 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.


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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 and nine months ended March 31,September 30, 2020 and 2019: 
For the Three Months Ended September 30, 2020Chesapeake
Pension
Plan		FPU
Pension
Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan		Total
(in thousands)
Prior service credit$— $— $— $(19)$— $(19)
Net loss65 135 5 12 — 217 
Total recognized in net periodic benefit cost65 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, 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 September 30, 2019Chesapeake
Pension
Plan		FPU
Pension
Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan		Total
(in thousands)
Prior service credit$— $— $— $(19)$— $(19)
Net loss101 128 17 11 — 257 
Total recognized in net periodic benefit cost101 128 17 (8)— 238 
Recognized from accumulated other comprehensive loss/(gain) (1)
101 24 (93)(8)— 24 
Recognized from regulatory asset— 104 — — — 104 
Total$101 $128 $(93)$(8)$— $128 
For the Nine Months Ended September 30, 2020Chesapeake
Pension
Plan		FPU
Pension
Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan		Total
(in thousands)
Prior service credit$— $— $— $(57)$— $(57)
Net loss195 405 15 36 — 651 
Total recognized in net periodic benefit cost195 405 15 (21)— 594 
Recognized from accumulated other comprehensive loss/(gain) (1)
195 78 15 (21)— 267 
Recognized from regulatory asset— 327 — — — 327 
Total$195 $405 $15 $(21)$— $594 
For the Nine Months Ended September 30, 2019Chesapeake
Pension
Plan		FPU
Pension
Plan		Chesapeake SERPChesapeake
Postretirement
Plan		FPU
Medical
Plan		Total
(in thousands)
Prior service credit$— $— $— $(58)$— $(58)
Net loss304 386 (42)35 — 683 
Total recognized in net periodic benefit cost304 386 (42)(23)— 625 
Recognized from accumulated other comprehensive loss/(gain) (1)
304 73 (42)(23)— 312 
Recognized from regulatory asset— 313 — — — 313 
Total$304 $386 $(42)$(23)$— $625 
    
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

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(1)(1)See Note 9, Stockholder'sStockholders' Equity.

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During the three and nine months ended March 31,September 30, 2020, we contributed approximately $0.1 million and $0.3 million, to the FPU Pension Plan. Our contributionrespectively, to the Chesapeake Pension Plan was immaterial.and approximately $0.5 million and $2.6 million, respectively, to the FPU Pension Plan. We expect to contribute approximately $0.3 million and $3.2 million, respectively, to the Chesapeake Pension Plan and FPU Pension Plans respectively, during 2020, which represents the minimum annual contribution payments required. A provision in the Coronavirus Aid, Relief, and Economy StimulusCARES 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 willhave not deferred, and do not expect to defer, any of our 2020 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 and nine months ended March 31,September 30, 2020 were immaterial.immaterial and $0.1 million, respectively. We expect to pay total cash benefits of approximately $0.2 million under the Chesapeake SERP in 2020. Cash benefits paid under the Chesapeake Postretirement Plan, primarily for medical claims for the three and nine months ended March 31,September 30, 2020 were immaterial. We estimate that approximately $0.1 million will be paid for such benefits under the Chesapeake Postretirement Plan in 2020. Cash benefits paid under the FPU Medical Plan, primarily for medical claims for the three and nine months ended March 31,September 30, 2020, were immaterial. We estimate that approximately $0.1 million will be paid for such benefits under the FPU Medical Plan in 2020.

11.Investments
11.    Investments
The investment balances at March 31,September 30, 2020 and December 31, 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)September 30,
2020		December 31,
2019
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan)$9,663 $9,202 
Investments in equity securities17 27 
Total$9,680 $9,229 
We classify these investments as trading securities and report them at their fair value. For the three months ended March 31,September 30, 2020 and 2019, we recorded a net unrealized gain of approximately $0.6 million and a net unrealized loss of approximately $1.5$0.1 million, respectively, in other expense, net in the condensed consolidated statements of income related to these investments. For the nine months ended September 30, 2020 and 2019, we recorded a net unrealized gain of approximately $0.7$0.4 million and $1.0 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.
 
12.Share-Based Compensation
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 and nine months ended March 31,September 30, 2020 and 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


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Three Months EndedNine Months Ended
September 30,September 30,
2020201920202019
(in thousands)  
Awards to non-employee directors$188 $158 $545 $463 
Awards to key employees1,144 1,052 3,109 1,842 
Total compensation expense1,332 1,210 3,654 2,305 
Less: tax benefit(348)(315)(955)(600)
Share-based compensation amounts included in net income$984 $895 $2,699 $1,705 
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 deferred expense equal to the fair value of the shares issued and amortize the expense equally over a service period of one year. In May 2019,2020, after the most recent election of directors, each of our continuing non-employee directors received an annual retainer of 751887 shares of common stock under the SICP for service as a director through the 20202021 Annual Meeting of Stockholders; accordingly, 6,7598,870 shares, with a weighted average fair value of $93.14$84.47 per share, were issued and vested in 2019.2020. At September 30, 2020, there was approximately$0.4 million of unrecognized compensation expense related to shares granted to non-employee directors. This expense will be recognized over the remaining service period ending on the date of the 2021 Annual Meeting of Stockholders.
In January 2020, a newly appointed member of the Board of Directors received a pro-rated retainer of 254shares of common stock under the SICP to serve as a non-employee director through the 2020 Annual Meeting of Stockholders. The shares awarded to the non-employee director immediately vested upon issuance in January 2020, had a weighted average fair value of $95.83 per share, and the expense will bewas recognized over the remaining service period ending on the date of the 2020 Annual Meeting of Stockholders.
At March 31, 2020, there was approximately $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 on the 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 threenine months ended March 31,September 30, 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 SharesWeighted Average
Fair Value
Outstanding—December 31, 2019157,817 $80.28 
Granted69,345 $92.78 
Vested(35,651)$66.48 
Expired(5,302)$65.32 
Outstanding—September 30, 2020186,209 $86.98 
In February 2020, our Board of Directors granted awards of 65,77569,345 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, 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 Monte Carlo valuation to estimate the fair value of each market-based award granted.
In March 2020, upon the electionappointment 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 2020 for the performance period ended December 31, 2019, remitted the cash to the appropriate taxing authorities, and paid the balance of such awarded shares to each such executive officer. We withheld 10,319 shares, based on the value of the shares on their award date. Total combined payments for the employees’ tax obligations to the taxing authorities were approximately $1.0 million.
At March 31,September 30, 2020, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $15.7 million. At March 31,September 30, 2020, there was approximately $6.7$4.9 million of unrecognized compensation cost related to these awards, which is expected to be recognized as expense fromfor the remainder of 2020 through 2022.

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Stock Options
There were no stock options outstanding or issued during the threenine months ended September 30, 2020March 31, 2020 and 2019.


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.propane and to mitigate interest rate risk. 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 EnergyOur natural gas gathering and transmission company has entered into contracts with producers to secure natural gas to meet its obligations. Purchases under these
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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. Our propane distribution 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. Occasionally, we may enter into interest rate swap agreements to mitigate risk associated with changes in short-term borrowing rates. As of March 31,September 30, 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 ofCommodity Derivative ActivityActivities
As of March 31,September 30, 2020, the volume of our commodity derivative contracts were as follows:
Business unitCommodityQuantity hedged (in millions)DesignationLongest Expiration date of hedge
SharpPropane (gallons)15.921.7Cash flows hedgesJune 2022May 2023

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 for MarchSeptember 2020 through March 2024)May 2023), 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 $1.5$1.0 million from accumulated other comprehensive lossincome (loss) to earnings during the next 12-month period ended March 31,September 30, 2021.

Interest Rate Swap Activities
We manage interest rate risk by entering into derivative contracts to hedge the variability in cash flows attributable to changes in the short-term borrowing rates. In the second quarter of 2020, we entered into interest rate swaps with notional amounts totaling $100.0 million associated with 3 of our short-term lines of credit through 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. Pricing on the interest rate swaps range between 0.2615 and 0.3875 percent for the period. Our short-term borrowing is based on the 30-day LIBOR rate. The interest rate swaps are cash settled monthly as the counter-party pays us the 30-day LIBOR rate less the fixed rate.

We designated and accounted for interest rate swaps as cash flows hedges. Accordingly, unrealized gains and losses associated with the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss). When the interest rate swaps settle, the realized gain or loss will be recorded in the income statement and recognized as a component of interest charges. We expect to reclassify less than $0.1 million from accumulated other comprehensive income (loss) to earnings during the next 12-month period ended September 30, 2021.



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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 mark-to-market relative to maintenance margin requirements. We currently maintain a broker margin account for Sharp, with the balance related to the account is as follows:
(in thousands)Balance Sheet LocationSeptember 30, 2020December 31, 2019
SharpOther Current Assets$177 $2,317 
(in thousands)Balance Sheet Location March 31, 2020 December 31, 2019
SharpOther Current Assets $3,111
 $2,317


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,September 30, 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,September 30, 2020 and December 31, 2019, are as follows:
 Derivative Assets
  Fair Value As Of
(in thousands)Balance Sheet LocationSeptember 30, 2020December 31, 2019
Derivatives designated as cash flow hedges
Propane swap agreementsDerivative assets, at fair value$1,967 $0 
Total asset derivatives$1,967 $0 
 Derivative Assets Derivative Liabilities
   Fair Value As Of  Fair Value As Of
(in thousands) Balance Sheet Location March 31, 2020 December 31, 2019(in thousands)Balance Sheet LocationSeptember 30, 2020December 31, 2019
Derivatives designated as cash flow hedges    Derivatives designated as cash flow hedges
Propane swap agreements Derivative assets, at fair value $151
 $—
Propane swap agreementsDerivative liabilities, at fair value$426 $1,844 
Total asset derivatives $151
 $—
Interest rate swap agreementsInterest rate swap agreementsDerivative liabilities, at fair value13 0 
Total liability derivativesTotal liability derivatives$439 $1,844 


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  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

The effects of gains and losses from derivative instruments on the condensed consolidated financial statements are as follows:
   Amount of Gain (Loss) on Derivatives: Amount of Gain (Loss) on Derivatives:
 Location of Gain For the Three Months Ended March 31,Location of GainFor the Three Months Ended September 30,For the Nine Months Ended September 30,
(in thousands) (Loss) on Derivatives 2020 2019(in thousands)(Loss) on Derivatives2020201920202019
Derivatives designated as cash flow hedges    Derivatives designated as cash flow hedges
Propane swap agreements Cost of sales $1,227
 $606
Propane swap agreementsCost of sales$116 $290 $1,581 $1,148 
Propane swap agreements Other comprehensive income 9
 1,009
Propane swap agreementsOther comprehensive income (loss)1,022 (1,139)3,385 (624)
Interest rate swap agreementsInterest rate swap agreementsInterest expense34 0 45 0 
Interest rate swap agreementsInterest rate swap agreementsOther comprehensive income (loss)37 0 (14)0 
Natural gas swap contracts Other comprehensive loss —
 (59) Natural gas swap contractsOther comprehensive income (loss)0 4 0 (63)
Natural gas futures contracts Other comprehensive income —
 3,226
 Natural gas futures contractsOther comprehensive income (loss)0 1,612 0 2,376 
Total $1,236
 $4,782
Total$1,209 $767 $4,997 $2,837 



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14.Fair Value of Financial Instruments
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 value of the propane put/call options and swap agreements 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.


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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,September 30, 2020 and December 31, 2019:
 Fair Value Measurements Using:
   Fair Value Measurements Using:
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)
As of September 30, 2020As of September 30, 2020Fair ValueQuoted Prices in
Active Markets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
(in thousands)        (in thousands)
Assets:        Assets:
Investments—equity securities $23
 $23
 $—
 $—
Investments—equity securities$17 $17 $— $— 
Investments—guaranteed income fund 835
 —
 —
 835
Investments—guaranteed income fund2,129 — — 2,129 
Investments—mutual funds and other 6,359
 6,359
 —
 —
Investments—mutual funds and other7,534 7,534 — — 
Total investments 7,217
 6,382

—

835
Total investments9,680 7,551 — 2,129 
Derivative assets 151
 —
 151
 —
Derivative assets1,967 — 1,967 — 
Total assets $7,368

$6,382

$151

$835
Total assets$11,647 $7,551 $1,967 $2,129 
Liabilities:        Liabilities:
Derivative liabilities $1,986
 $—
 $1,986
 $—
Derivative liabilities$439 $— $439 $— 
 

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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, 2019Fair ValueQuoted 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 fund803 — — 803 
Investments—mutual funds and other8,399 8,399 — — 
Total investments9,229 8,426 — 803 
Derivative assets0 — 0 — 
Total assets$9,229 $8,426 $0 $803 
Liabilities:
Derivative liabilities$1,844 $— $1,844 $— 
The following table sets forth the summary of the changes in the fair value of Level 3 investments for the threenine months ended March 31,September 30, 2020 and 2019:
     
Three Months Ended 
 March 31,		Nine months ended September 30,
2020 201920202019
(in thousands)   (in thousands) 
Beginning Balance$803
 $686
Beginning Balance$803 $686 
Purchases and adjustments9
 6
Purchases and adjustments243 123 
Transfers57
 —
Transfers1,579 0 
Distribution(38) —
Distribution(514)(14)
Investment income4
 3
Investment income18 11 
Ending Balance$835
 $695
Ending Balance$2,129 $806 


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,September 30, 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 near-term maturities and because interest rates approximate current market rates (Level 3 measurement).
At March 31,September 30, 2020,, long-term debt, which includes current maturities but excludes debt issuance costs, had a carrying value of approximately $456.6$536.5 million, compared to the estimated fair value of $447.8$567.0 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. The valuation technique used to estimate the fair value of long-term debt would be considered a Level 3 measurement.

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15.    Long-Term Debt
15.Long-Term Debt
Our outstanding long-term debt is shown below: 
 March 31, December 31,September 30,December 31,
(in thousands) 2020 2019(in thousands)20202019
FPU secured first mortgage bonds (1) :
    
FPU secured first mortgage bonds (1) :
9.08% bond, due June 1, 2022 $7,991
 $7,990
9.08% bond, due June 1, 2022$7,993 $7,990 
Uncollateralized senior notes:    Uncollateralized senior notes:
5.50% note, due October 12, 2020 2,000
 2,000
5.50% note, due October 12, 20202,000 2,000 
5.93% note, due October 31, 2023 12,000
 12,000
5.93% note, due October 31, 202310,500 12,000 
5.68% note, due June 30, 2026 20,300
 20,300
5.68% note, due June 30, 202617,400 20,300 
6.43% note, due May 2, 2028 6,300
 6,300
6.43% note, due May 2, 20285,600 6,300 
3.73% note, due December 16, 2028 18,000
 18,000
3.73% note, due December 16, 202818,000 18,000 
3.88% note, due May 15, 2029 50,000
 50,000
3.88% note, due May 15, 202945,000 50,000 
3.25% note, due April 30, 2032 70,000
 70,000
3.25% note, due April 30, 203270,000 70,000 
3.48% note, due May 31, 2038 50,000
 50,000
3.48% note, due May 31, 203850,000 50,000 
3.58% note, due November 30, 2038 50,000
 50,000
3.58% note, due November 30, 203850,000 50,000 
3.98% note, due August 20, 2039 100,000
 100,000
3.98% note, due August 20, 2039100,000 100,000 
2.98% note, due December 20, 2034 70,000
 70,000
 2.98% note, due December 20, 203470,000 70,000 
3.00% note, due July 15, 20353.00% note, due July 15, 203550,000 — 
2.96% note, due August 15, 20352.96% note, due August 15, 203540,000 — 
Term Note due February 28, 2020
 —
 30,000
Term Note due February 28, 2020
0 30,000 
Less: debt issuance costs (808) (822)Less: debt issuance costs(922)(822)
Total long-term debt 455,783
 485,768
Total long-term debt535,571 485,768 
Less: current maturities (15,600) (45,600)Less: current maturities(15,600)(45,600)
Total long-term debt, net of current maturities $440,183

$440,168
Total long-term debt, net of current maturities$519,971 $440,168 
(1) FPU secured first mortgage bonds are guaranteed by Chesapeake Utilities.
Term Notes
In January 2019, we issued a $30.0$30 million unsecured term note through Branch Banking and Trust Company, with a maturity date of February 28, 2020. This note was paid in full in February 2020 utilizing our short-term borrowing facilities.

Shelf Agreements

We have entered into Shelf Agreements with Prudential, MetLife and NYL, withwhom are under no party under any obligation to purchase any unsecured debt. The Prudential Shelf Agreement totaling $150.0 million was entered into in October 2015 and we issued $70.0 million of 3.25 percent unsecured debt in April 2017. The Prudential Shelf Agreement was then amended in September 2018 to increase the borrowing capacity back 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 to purchase $50.0 million of our unsecured debt which was accepted and confirmed by Prudential. The Shelf Notes will bear interest at the rate of 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 July 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 provide 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, 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 for a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in May 2020.

The following table summarizes the available borrowing capacity under our Shelf Agreements and is reflectiveat September 30, 2020:
(in thousands)Total Borrowing CapacityLess: Amount of Debt IssuedLess: Unfunded CommitmentsRemaining Borrowing Capacity
Shelf Agreement
Prudential Shelf Agreement (1) (2)
$370,000 $(220,000)$— $150,000 
MetLife Shelf Agreement (3)
150,000 — — 150,000 
NYL Shelf Agreement (4)
150,000 (140,000)— 10,000 
Total Shelf Agreements as of September 30, 2020$670,000 $(360,000)$0 $310,000 

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Table of activity that occurred subsequent to March 31, 2020:Contents
(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. We issued the Shelf Notes in July 2020 at the rate of 3.00 percent per annum.
(2) In April 2020, the Prudential Shelf Agreement was amended to increase the available borrowing capacity to $150.0 million. The Shelf Agreement expires in April 2023.
(3) In May 2020, we reached into an agreement with MetLife to provide a new $150.0 million MetLife Shelf Agreement for a three-year term ending May 2023.
(4) In February 2020, we requested and NYL accepted our request to purchase $40.0 million of our unsecured debt.
(3) In April The Shelf Notes were issued in August 2020 at the Prudentialrate of 2.96 percent per annum. The Shelf Agreement was amended to reinstate and increase the available borrowing capacity back to $150.0 million.expires in November 2021.
(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.

16.
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,September 30, 2020 and December 31, 2019, we had $254.3$216.4 million and $247.4 million, respectively, of short-term borrowings outstanding at the weighted average interest rates of 2.301.28 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 ourOur short-term borrowing facilities informationborrowings balance at March 31,September 30, 2020 and December 31, 2019:2019, included book overdrafts of $0.9 million and $3.2 million, respectively. Included in the September 30, 2020 balance, is $100.0 million in short-term debt for which we have entered into interest rate swap agreements.
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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 throughIn 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 resultsecond quarter 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$100.0 million associated with 23 of our short-term lines of credit for a six-month term beginning April 2020 and terminating inthrough 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 berange between 0.2615 and 0.3875 and 0.275 percent for the period. Our short-term borrowing will beis based on the 30-day LIBOR rate. The interest swap will beis cash settled monthly as the counter-party will paypays us the 30-day LIBOR rate less the fixed rate.

In September 2020, we entered into a new $375.0 million syndicated Revolver with six participating lenders. The Revolver expires on September 29, 2021 and has a commitment fee of 0.175 percent and an interest rate of 1.125 percent over LIBOR. As a result of entering into the Revolver, in September 2020, we terminated and paid outstanding balances for all of our previously existing bilateral lines of credit and the previous revolving credit facility. Our available credit under the new Revolver at September 30, 2020 was $154.7 million.
17.Leases
The availability of funds under the Revolver is subject to conditions specified in the credit agreement, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in the agreement. We are required by the financial covenants our Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent. As of September 30, 2020, we are in compliance with all of our debt covenants.

17.    Leases
    
We have entered into lease arrangements for office space, land, equipment, pipeline facilities and warehouses. These lease arrangements enable us to better conduct 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 materialimmaterial 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 1 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,September 30, 2020 pertaining to the right-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 would preclude our ability

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to pay dividends, obtain financing or enter into additional leases. As of March 31,September 30, 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:
   Three Months Ended Three Months EndedNine Months Ended
 March 31,September 30,September 30,
( in thousands) Classification 2020 2019( in thousands)Classification2020201920202019
Operating lease cost (1)
 Operations expense $626
 $635
Operating lease cost (1)
Operations expense$627 $638 $1,882 $1,926 
Finance lease cost:      Finance lease cost:   
Amortization of lease assets Depreciation and amortization  —
 401
Amortization of lease assetsDepreciation and amortization 0 — 0 650 
Interest on lease liabilities Interest expense —
 4
Interest on lease liabilitiesInterest expense0 — 0 5 
Net lease cost   $626
 $1,040
Net lease cost $627 $638 $1,882 $2,581 
(1) Includes short-term leases and variable lease costs, which are immaterial.

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,September 30, 2020 and December 31, 2019:
(in thousands) Balance sheet classification March 31, 2020 December 31, 2019(in thousands)Balance sheet classificationSeptember 30, 2020December 31, 2019
Assets      Assets 
Operating lease assets Operating lease right-of-use assets $11,696
 $11,563
Operating lease assetsOperating lease right-of-use assets$11,077 $11,563 
Total lease assets $11,696
 $11,563
Total lease assets$11,077 $11,563 
Liabilities    Liabilities
Current    Current
Operating lease liabilities Other accrued liabilities $1,608
 $1,705
Operating lease liabilitiesOther accrued liabilities$1,733 $1,705 
Noncurrent    Noncurrent
Operating lease liabilities Operating lease - liabilities 10,165
 9,896
Operating lease liabilitiesOperating lease - liabilities9,681 9,896 
Total lease liabilities   $11,773
 $11,601
Total lease liabilities $11,414 $11,601 


The following table presents our weighted-average remaining lease terms and weighted-average discount rates for our operating and financing leases at March 31,September 30, 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%

September 30, 2020December 31, 2019
Weighted-average remaining lease term (in years)
 
Operating leases8.58.88
Weighted-average discount rate
Operating leases3.8 %3.8 %
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,September 30, 2020 and 2019:
Nine Months Ended
September 30,
(in thousands)20202019
Operating cash flows from operating leases$1,435 $1,580 
Operating cash flows from finance leases$0 $5 
Financing cash flows from finance leases$0 $650 
  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


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The following table presents the future undiscounted maturities of our operating and financing leases at March 31,September 30, 2020 and for each of the next five years and thereafter:
(in thousands) 
Operating Leases (1)
(in thousands)
Operating 
Leases (1)
Remainder of 2020 $1,545
Remainder of 2020$602 
2021 2,010
20211,984 
2022 1,916
20221,939 
2023 1,852
20231,874 
2024 1,597
20241,619 
2025 1,363
20251,383 
Thereafter 3,787
Thereafter3,876 
Total lease payments $14,070
Total lease payments$13,277 
Less: Interest 2,297
Less: Interest1,863 
Present value of lease liabilities $11,773
Present value of lease liabilities$11,414 
(1) Operating lease payments include $4.1$3.9 million related to options to extend lease terms that are reasonably certain of being exercised.



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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, 2019, including the audited consolidated financial statements and notes thereto.

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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 2019 Annual Report on Form 10-K, and Item 1A, Risk Factors, in thisthe Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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 ) 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 or result in the loss or exposure of confidential or sensitive customer, employee or Company information;
•adverse weather conditions, including the 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 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 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;
•the effect of accounting pronouncements issued periodically by accounting standard-setting 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.




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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.
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 return 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 operationsdelivery businesses 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 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, while 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 Monthsand Nine Ended March 31,September 30, 2020
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 natural gas distribution and transmission; electric distribution and generation; propane operations;gas distribution; mobile compressed natural gas services; 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.
OnIn 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 continued to significantly impactedimpact economic conditions in the United States, and the economic impactStates. Chesapeake Utilities 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 its 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 ofthree and nine months ended September 30, 2020, the estimated impacts that COVID-19 impacthad on our resultsearnings were approximately $0.7 million and $1.9 million, respectively, primarily driven by reduced consumption of operations or financial position was immaterial. Any future impact onenergy largely in the commercial and industrial sectors, higher bad debt expenses and incremental expenses associated with COVID-19, including protective personal equipment and premium pay for field personnel. The additional operating expenses we incurred support the ongoing delivery of our results of operations, liquidity, or financial position fromessential services during these unprecedented times. As the COVID-19 particularly from continued social distancingpandemic is still ongoing, we are continuing to assess recoverability and other restrictions recommended or requiredto date, have not established regulatory assets associated with the incremental expense impacts, as currently authorized by federal, statethe Delaware, Maryland and local authorities, cannot be estimated at this time.Florida PSCs. We are committed to communicating timely updates and will continue to monitor developments affecting our employees, customers, suppliers, and shareholdersstockholders and take additional precautions as warranted to operate safely and to comply with the CDC, Occupational Safety and Health Administration, state and local requirements in order to protect ourits employees, customers and the communities we serve.communities. Refer to Note 5, Rates and Other Regulatory Activities, for further information on the potential deferral of incremental expenses associated with COVID-19.


Operational Highlights
Our net income for the quarterthree months ended March 31,September 30, 2020 was $28.9$9.3 million, or $0.56 per share, compared to $28.7$5.6 million, or $0.34 per share, for the same quarter of 2019. Our earnings per share for the quarter ended March 31, 2020 increased $0.02 to $1.76 per share, compared to the same quarter of 2019.
Our income from continuing operations for the quarterthree months ended March 31,September 30, 2020 was $29.0$9.3 million, compared to $28.8 million for the same quarter of 2019. Our earnings per share from continuing operations for the quarter ended March 31, 2020 increased $0.02 to $1.77or $0.56 per share, compared to $6.3 million, or $0.38 per share for the same quarter of 2019. Operating income decreased by $2.0 million for the quarterthree months ended March 31,September 30, 2020 increased by $3.0 million, or 21.2 percent, compared to the same period in 2019. The increase in operating income was largely driven by the prior year. Weathersettlement of the Hurricane Michael regulatory proceeding which improved operating income by $2.9 million, including $1.9 million in operating income that was previously billed under interim rates during the first half of 2020. Operating income for the quarter was reduced by an estimated $1.9 million due to unfavorable impacts of 2020, was 20 and 17 percent warmer than the first quarter of 2019,COVID-19. For additional details on the Delmarva PeninsulaHurricane Michael regulatory proceeding, see the Major Projects and in Ohio, respectively, whichInitiatives discussion below.
Further contributing to the improved performance for the quarter was a significant driver of lower consumption and reduced operating income by $4.2 million. This decrease was largely offset bymargin growth in earnings from our organic growth projects, increased margins from investments in Florida GRIP and contributions from the December 2019 acquisition of certain propane assets of Boulden. The decrease in operating income wasincreased demand for Marlin Gas Services' CNG transportation services. These increases were partially offset by a $3.2 million gain from the sale of two properties as we consolidate our facilities in support of our strategichigher operating expenses related to growth initiatives.


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Three Months Ended
September 30,Increase /
20202019(decrease)
(in thousands except per share)   
Gross Margin
  Regulated Energy segment$66,491 $54,961 $11,530 
  Unregulated Energy segment13,068 12,418 650 
Other businesses and eliminations(51)(81)30 
Total Gross Margin$79,508 $67,298 $12,210 
Operating Income
Regulated Energy segment$20,482 $17,540 $2,942 
Unregulated Energy segment(3,092)(3,169)77 
Other businesses and eliminations16 (14)30 
Total Operating Income17,406 14,357 3,049 
Other expense, net(40)(351)311 
Interest charges4,584 5,403 (819)
Income from Continuing Operations Before Income Taxes12,782 8,603 4,179 
Income Taxes on Continuing Operations3,502 2,352 1,150 
Income from Continuing operations9,280 6,251 3,029 
Loss from Discontinued Operations(19)(630)611 
Net Income$9,261 $5,621 $3,640 
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations$0.56 $0.38 $0.18 
Loss from Discontinued Operations— (0.04)0.04 
Basic Earnings Per Share of Common Stock$0.56 $0.34 $0.22 
Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations$0.56 $0.38 $0.18 
Loss from Discontinued Operations— (0.04)0.04 
Diluted Earnings Per Share of Common Stock$0.56 $0.34 $0.22 

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  Three Months Ended  
  March 31, Increase
  2020 2019 (decrease)
(in thousands except per share)      
Gross Margin      
  Regulated Energy segment $68,123
 $67,102
 $1,021
  Unregulated Energy segment 31,803
 32,542
 (739)
Other businesses and eliminations (85) (107) 22
Total Gross Margin $99,841
 $99,537
 $304
       
Operating Income      
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 5,814
 5,628
 186
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 $28,930
 $28,664
 $266
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 firstthird quarter of 2020 and the firstthird quarter of 2019, included: 
(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
(in thousands, except per share data)Pre-tax
Income		Net
Income		Earnings
Per Share
Third Quarter of 2019 Reported Results from Continuing Operations$8,603 $6,251 $0.38 
Adjusting for Unusual Items:
Hurricane Michael (net impact of the first and second quarter of 2020)(1)
2,705 1,964 0.12 
Unfavorable COVID-19 impacts(1,023)(742)(0.04)
Decreased customer consumption - primarily weather related(1,005)(729)(0.05)
677 493 0.03 
Increased (Decreased) Gross Margins:
Margin contribution from the Hurricane Michael regulatory proceeding settlement*2,754 1,999 0.12 
Eastern Shore and Peninsula Pipeline service expansions*2,677 1,943 0.12 
Natural gas growth (excluding service expansions)797 578 0.03 
Florida GRIP*685 498 0.03 
Margin contributions from Boulden and Elkton Gas acquisitions (completed July 2020 and December 2019, respectively)*684 496 0.03 
Increased demand for CNG services for Marlin Gas Services*599 435 0.03 
8,196 5,949 0.36 
 (Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Depreciation and amortization associated with Hurricane Michael regulatory proceeding settlement(1,781)(1,293)(0.08)
Depreciation, amortization and property tax costs due to new capital investments(1,312)(952)(0.06)
Operating expenses from Elkton Gas and Boulden acquisitions (completed July 2020 and December 2019, respectively)(867)(630)(0.04)
Facilities, maintenance and outside services costs(414)(301)(0.02)
Insurance expense (non-health) - both insured and self-insured(323)(234)(0.01)
(4,697)(3,410)(0.21)
Interest charges(841)(611)(0.04)
Lower pension expense388 282 0.02 
Net other changes456 326 0.02 
3 (3)— 
Third Quarter of 2020 Reported Results from Continuing Operations$12,782 $9,280 $0.56 
*See the Major Projects and Initiatives table.

(1) Includes amortization of regulatory liability associated with interest expense of $0.8 million related to the Hurricane Michael regulatory proceeding settlement.

Our net income for the nine months ended September 30, 2020 was $49.1 million, or $2.97 per share, compared to $42.6 million, or $2.59 per share for the same period of 2019. Our net income from continuing operations for the nine months ended September 30, 2020 was $49.0 million, or $2.96 per share compared to $44.0 million, or $2.67 per share, for the same period of 2019. Operating income for the nine months ended September 30, 2020 increased by $0.9 million compared to the same period in 2019. Operating income for the period was reduced by an estimated $6.7 million due to unfavorable impacts of COVID-19, inclusive of an increase in bad debt expense of $1.9 million compared to the same period in 2019. Excluding this impact, operating income for the quarter increased by $7.6 million which included operating income of $2.9 million from the settlement of the Hurricane Michael regulatory proceeding, higher operating income from organic growth projects, gross margin contributions from the Boulden and Elkton Gas asset acquisitions completed in December 2019 and July 2020,

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respectively, and higher retail propane margins per gallon, partially offset by decreased margin from customer consumption associated with milder weather during 2020.
Nine Months Ended
September 30,Increase
20202019(decrease)
(in thousands except per share)   
Gross Margin
  Regulated Energy segment$191,745 $177,149 $14,596 
  Unregulated Energy segment61,883 59,340 2,543 
Other businesses and eliminations(210)(286)76 
Total Gross Margin$253,418 $236,203 $17,215 
Operating Income
Regulated Energy segment$66,376 $65,310 $1,066 
Unregulated Energy segment11,050 11,317 (267)
Other businesses and eliminations92 18 74 
Total Operating Income77,518 76,645 873 
Other income (expense), net2,997 (731)3,728 
Interest charges15,452 16,583 (1,131)
Income from Continuing Operations Before Income Taxes65,063 59,331 5,732 
Income taxes on Continuing Operations16,082 15,354 728 
Income from Continuing operations48,981 43,977 5,004 
Income (loss) from Discontinued Operations165 (1,388)1,553 
Net Income$49,146 $42,589 $6,557 
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations$2.97 $2.68 $0.29 
Earnings (loss) from Discontinued Operations0.01 (0.08)0.09 
Basic Earnings Per Share of Common Stock$2.98 $2.60 $0.38 
Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations$2.96 $2.67 $0.29 
Earnings (loss) from Discontinued Operations0.01 (0.08)0.09 
Diluted Earnings Per Share of Common Stock$2.97 $2.59 $0.38 

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Key variances in continuing operations, between the nine months ended 2020 and the nine months ended 2019, included:
(in thousands, except per share data)Pre-tax
Income		Net
Income		Earnings
Per Share
Nine Months Ended September 30, 2019 Reported Results from Continuing Operations:$59,331 $43,977 $2.67 
Adjusting for Unusual Items:
Unfavorable COVID-19 impacts(4,933)(3,587)(0.22)
Decreased customer consumption - primarily weather related(3,090)(2,247)(0.14)
Absence of Florida tax savings (net of GRIP refunds) recorded in first quarter of 2019 for 2018(910)(667)(0.04)
Gains from sales of assets3,162 2,317 0.14 
Favorable income tax impact associated with net operating loss carryback— 1,669 0.10 
(5,771)(2,515)(0.16)
Increased (Decreased) Gross Margins:
Margin contribution from the Hurricane Michael regulatory proceeding settlement*8,261 6,007 0.36 
Eastern Shore and Peninsula Pipeline service expansions*5,485 3,988 0.24 
Margin contribution from Elkton Gas and Boulden acquisitions (completed July 2020 and December 2019, respectively)*3,120 2,269 0.14 
Natural gas growth (excluding service expansions)2,497 1,816 0.11 
Increased retail propane margins per gallon1,892 1,375 0.08 
Eastern Shore margin from capital improvements and non-service expansion projects793 576 0.04 
Increased demand for CNG services for Marlin Gas Services*694 505 0.03 
Florida GRIP*678 493 0.03 
Aspire Energy rate increases443 322 0.02 
23,863 17,351 1.05 
 (Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Depreciation and amortization associated with Hurricane Michael regulatory proceeding settlement(5,355)(3,894)(0.24)
Depreciation, amortization and property tax costs due to new capital investments(3,732)(2,714)(0.16)
Insurance expense (non-health) - both insured and self-insured(1,900)(1,382)(0.08)
Operating expenses from Elkton Gas and Boulden acquisitions (completed July 2020 and December 2019, respectively)(1,900)(1,382)(0.08)
Facilities maintenance and outside services costs(1,294)(941)(0.06)
(14,181)(10,313)(0.62)
Other income tax effects— (914)(0.06)
Interest charges (1)
(852)(620)(0.04)
Lower pension expense1,131 822 0.05 
Net other changes1,542 1,193 0.07 
1,821 481 0.02 
Nine Months Ended September 30, 2020 Reported Results from Continuing Operations$65,063 $48,981 $2.96 
*See the Major Projects and Initiatives table.
(1) Interest charges includes amortization of a regulatory liability of $1.1 million related to the Hurricane Michael regulatory proceeding settlement.




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Summary of Key Factors
Recently Completed and Ongoing Major Projects and Initiatives
We constantly pursue and develop additional projects and initiatives to serve existing and new customers, and to further grow our businesses and earnings, with the intention to increase shareholder value. The following represent the major projects/initiatives recently completed and currently underway. Major projects/projects and 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 once negotiations are substantially final and the associated earnings can be estimated.
Gross Margin for the Period
Three Months EndedNine Months EndedYear EndedEstimate for
September 30,September 30,December 31,Fiscal
in thousands2020201920202019201920202021
Pipeline Expansions:
Regulated Energy
West Palm Beach County, Florida Expansion(1)
$1,020 $745 $2,988 $1,068 $2,139 $4,076 $4,984 
Del-Mar Energy Pathway(1)
925 189 1,565 542 731 2,398 4,100 
Auburndale170 113 509 113 283 679 679 
Callahan Intrastate Pipeline (including related natural gas distribution services)1,609 — 2,146 — — 4,039 6,437 
Guernsey Power Station— — — — — — 514 
Total Pipeline Expansions3,724 1,047 7,208 1,723 3,153 11,192 16,714 
Virtual Pipeline Growth:
Compressed Natural Gas Transportation1,592 993 5,047 4,353 5,410 7,000 8,000 
Renewable Natural Gas Transportation— — — — — — 1,000 
Total Virtual Pipeline Growth1,592 993 5,047 4,353 5,410 7,000 9,000 
Acquisitions:
Boulden Propane327 — 2,763 — 329 4,000 4,200 
Elkton Gas357 — 357 — — 1,365 3,992 
    Western Natural Gas Company— — — — — 250 1,800 
Total Acquisitions684 — 3,120 — 329 5,615 9,992 
Regulatory Initiatives:
Florida GRIP3,831 3,146 11,135 10,457 13,939 14,976 16,739 
Hurricane Michael regulatory proceeding(2)
8,261 — 8,261 — — 11,014 11,014 
Total Regulatory Initiatives12,092 3,146 19,396 10,457 13,939 25,990 27,753 
Total$18,092 $5,186 $34,771 $16,533 $22,831 $49,797 $63,459 
  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) Includes margin generated from interim services.
(1) In the first quarter(2)This amount includes $5.5 million of 2020, we recorded a reductiongross margin previously invoiced under interim rates that was not recognized 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 a concurrent reduction in the surcharge collected from customers as a result of the reduced depreciation ratesrevenue during the first quarterand second quarters of 2020.

Detailed Discussion of Major Projects and Initiatives
Pipeline Expansions - Regulated Energy

WesternWest 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$0.3 million and $1.9 million in additional gross margin of $0.9 million, including interim services, for the three and nine months ended March 31,September 30, 2020 compared to 2019.2019,

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respectively. We expect to complete the remainder of the project in phases through the thirdsecond quarter of 2020,2021, and estimate that the project will generate gross margin of $5.2$4.1 million in 2020 and beyond.$5.0 million annually thereafter.

Del-Mar Energy Pathway
In December 2019, 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 beginning of the fourth quarter of 2021. The new facilities will provide:will: (i) ensure an additional 14,300 Dts/d of firm service to four customers, (ii) provide additional natural gas transmission pipeline infrastructure in eastern 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$0.9 million gross marginand $1.6 million for the three and nine months ended March 31, 2020.September 30, 2020, respectively. The estimated gross margin from this project is approximately $2.5$2.4 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 additional gross margin from this project of $0.2 million and $0.5 million for the three and nine months ended March 31,September 30, 2020, respectively, 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 with Seacoast GasTransmission 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 ofCounties. This project was placed in service in June 2020, one month earlier than initially forecasted, and generated $1.6 million and $2.1 million in additional gross for the project is currently ongoingthree and it is expected to be placed in-service during the third quarter of 2020.nine months ended September 30, 2020, respectively. Peninsula Pipeline expects to generate gross margin of $3.2$4.0 million in 2020 and $6.4 million annually thereafter.

Pipeline Expansions - Unregulated Energy

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 firm 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 secondfourth quarter of 2021. This project is expected to produce gross margin of approximately $0.7$0.5 million in 2021 and $1.5 million in 2022. 2022 and beyond.

Marlin Gas ServicesVirtual Pipeline Growth
CNG Transportation
Marlin Gas Services provides CNG temporary hold services, contracted pipeline integrity services, emergency services for damaged pipelines and specialized gas services for customers who have unique requirements. For the three and nine months ended September 30, 2020, Marlin Gas Services generated additional gross margin of $0.6 million and $0.7 million, respectively. We estimate that Marlin Gas Services will generate annual gross margin of approximately $6.4$7.0 million in 2020 and $7.0$8.0 million in 2021, and beyond.with potential for additional growth in future years. Marlin Gas Services continues to actively expand the territories it serves, as well as leverage its patented technology to serve other markets, including pursuing liquefied natural gas transportation needsopportunities and to aid inmost recently, announcing its expansion into the transportation of renewable natural gas from thediverse supply sources to various pipeline interconnection points.points, as further outlined below.
Renewable Natural Gas Transportation

Bioenergy Devco
In June 2020, our Delmarva natural gas operations and Bioenergy Devco (“BDC”), a developer of anaerobic digestion facilities that create renewable energy and healthy soil products from organic material, entered into an agreement related to a project to remove excess organics from poultry waste and convert it into renewable natural gas. BDC and our affiliates are

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collaborating on this project in addition to several other project sites where organic waste can be converted into a carbon-negative energy source. This project provides us the opportunity to maintain the green attributes of renewable natural gas as the gas is distributed to natural gas distribution customers.
The resources generated from organic material at BDC's anaerobic digestion facilities in Delaware, will be processed by our Delmarva natural gas operations and Eastern Shore, and Marlin Gas Services will facilitate the transportation and receipt of renewable natural gas for multiple suppliers through its interconnect facility and equipment. Marlin Gas Services will transport the sustainable fuel to Eastern Shore, where it will be introduced to our distribution system and ultimately distributed to our natural gas customers.
CleanBay Project
In July 2020, our Delmarva natural gas operations and CleanBay Renewables Inc. ("CleanBay") announced a new partnership to bring renewable natural gas to our operations. As part of this partnership, we will transport the renewable natural gas produced at CleanBay's planned Westover, Maryland bio-refinery, to our natural gas infrastructure in the Delmarva Peninsula region. Eastern Shore and Marlin Gas Services, will transport the renewable natural gas from CleanBay to our Delmarva natural gas distribution system where it is ultimately delivered to the Delmarva natural gas distribution end use customers.
At the present time, we have disclosed that we expect to generate $1.0 million in 2021 in incremental margin from renewable natural gas transportation beginning in 2021. We continue to finalize contract terms associated with some of these projects. Additional information will be provided regarding incremental margin on these projects at a future time, as contracts are finalized.
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$0.3 million and $2.8 million of incremental gross margin for the three and nine months ended March 31, 2020.September 30, 2020, respectively. We estimate that this acquisition will generate annual gross margin of approximately $3.8$4.0 million in 2020, and $4.2$4.2 million in 2021, with the potential for additional growth in future years.
Elkton Gas
In December 2019,July 2020, we entered into an agreement with SJI to acquireclosed on the acquisition of Elkton Gas, which provides natural gas distribution service to approximately 7,000 residential and commercial customers within a franchised area of Cecil County, Maryland. The purchase price is approximately $15.6 million, which included $0.6 million of working capital. Elkton Gas’ territory is contiguous to our franchised service territory in Cecil County, Maryland contiguous to our existing franchise territoryMaryland. We generated $0.4 million in Cecil County.additional gross margin from Elkton Gas and estimate that this acquisition will generate gross margin of approximately $1.4 million in 2020 and $4.0 million in 2021.

Western Natural Gas Company
In October 2020, Sharp acquired certain propane operating assets of Western Natural Gas Company, which provides propane distribution service throughout Jacksonville, Florida and the surrounding communities, for approximately $6.7 million, net of cash acquired. The acquisition is expected to closewill be accounted for as a business combination within our Unregulated Energy Segment beginning in thirdthe fourth quarter of 2020. We estimate that this acquisition will generate gross margin of approximately of $0.3 million in 2020 subject to approval by the Maryland PSC.and $1.8 million in 2021.

Regulatory 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 $148.7$160.1 million of capital expenditures to replace 303322 miles of qualifying distribution mains, including $4.8$16.1 million of new pipes during the first threenine months of 2020. GRIPWe expect to generate annual gross margin increased by $0.1 million for the three months ended March 31, 2020 compared to 2019, on a gross basis.

In 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 $0.2approximately $15.0 million in lower GRIP margin due to a concurrent reduction2020, and $16.7 million in the surcharge collected from customers as a result of the reduced depreciation rates during the first2021.
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quarter of 2020. Including this impact, gross margin generated from Florida GRIP for the first quarter of 2020 decreased on a net basis by $0.1 million.

Hurricane Michael
In October 2018, Hurricane Michael passed through FPU's electric distribution operation's service territory in Northwest Florida. The hurricaneFlorida and caused widespread and severe damage to FPU's infrastructure resulting in 100 percent of its customers in the Northwest Florida service territory losing electrical service. FPU expended more than $65.0 million to restore service as quickly as possible, which has been 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.

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In August 2019, FPU filed a limited proceeding requesting recovery of storm-related costs associated with Hurricane Michael (plant investment(capital and expenses) through a change in base rates. FPU also requested treatment and recovery of certain storm-related costs as a regulatory assetassets for items currently not allowed to be recovered through the storm reserve as well as the recovery of plant investmentcapital replaced as a result of the storm. FPU has proposedRecovery of these costs included a component of an overall return component on both the plantcapital additions and the proposed regulatory assets. In the fourth quarter of 2019, FPU along with the Office 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, FPUwe filed an update to theour 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.
In September 2019, FPU continues to workfiled a petition, with the Florida PSC, and the petition is currently on the schedule for approval of its consolidated electric depreciation rates. The petition was joined to the Hurricane Michael docket, and was approved at the Florida PSC Agenda on September 21, 2020. The approved rates were retroactively effective January 1, 2020.
In September 2020, the Florida PSC approved a settlement agreement between FPU and the Office of the Public Counsel regarding final cost recovery and rates associated with Hurricane Michael. Previously, the Florida PSC approved an interim rate increase, subject to refund, effective January 1, 2020, associated with the restoration effort following Hurricane Michael. We fully reserved these interim rates, pending a final resolution and settlement of the limited proceeding.The settlement agreement allowed us to: (a) record regulatory assets for storm costs in the amount of $45.8 million including interest which will be amortized over six years; (b) recover these storm costs through a surcharge for a total of $7.7 million annually; (c) collect an annual increase in revenue of $3.3 million to recover capital costs associated with new plant and regulatory asset for cost of removal and undepreciated plant. The new base rates and storm surcharge were effective on November 1, 2020. The following table summarizes the impact of Hurricane Michael regulatory proceeding for the three and nine months ended September 2020.30, 2020:
Three Months EndedNine Months Ended
(in thousands)
September 30, 2020(1)
September 30, 2020
Gross Margin$2,754 $8,261 
Depreciation(298)(883)
Amortization of regulatory assets2,079 6,238 
Operating income973 2,906 
Amortization of liability associated with interest expense(360)(1,132)
Pre-tax income1,333 4,038 
Income tax expense365 1,106 
Net income$968 $2,932 
(1) The Hurricane Michael impact for three months ended September 30, 2020, is presented for comparison purposes.
Other major factors influencing gross margin

Weather and Consumption
Significantly warmer temperaturesWeather conditions accounted for a $1.0 million decrease in gross margin during the three months ended March 31,third quarter of 2020, hadcompared to the same period in 2019, due to a negative impact on17 percent decrease in CDDs in Florida that resulted in reduced customer consumption for our electric operations. Compared to normal temperatures, as detailed below, gross margin forwas lower by $0.5 million. For the quarter. Lower customer consumption, directly attributable to warmer than normalnine-month period, overall milder temperatures during the three months ended March 31, 2020, reduceddecreased gross margin by $4.2$3.1 million compared to the same quarterperiod in 2019 and $5.1$3.2 million compared to normal temperatures as defined below.temperatures. The following table summarizes heating degree day ("HDD")HDD and cooling degree day (“CDD”)CDD variances from the 10-year average HDD/CDD ("Normal") for the three and nine months ended March 31,September 30, 2020 and 2019.


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The following table summarizes HDD and CDD variances from the 10-year average HDD/CDD ("Normal") for the three and nine months ended September 30, 2020 and 2019.
Three Months Ended  Three Months EndedNine Months Ended
March 31,  September 30,September 30,
2020 2019 Variance20202019Variance20202019Variance
Delmarva     Delmarva
Actual HDD1,859
 2,322
 (463)Actual HDD43 7 36 2,416 2,576 (160)
10-Year Average HDD ("Normal")2,349
 2,362
 (13)10-Year Average HDD ("Normal")48 61 (13)2,797 2,846 (49)
Variance from Normal(490) (40)  Variance from Normal(5)(54)(381)(270)
Florida     Florida
Actual HDD334
 361
 (27)Actual HDD— — — 343 379 (36)
10-Year Average HDD ("Normal")495
 518
 (23)10-Year Average HDD ("Normal")— — — 508 532 (24)
Variance from Normal(161) (157) 
Variance from Normal— — (165)(153)
Ohio    
Ohio
Actual HDD2,496
 2,996
 (500)Actual HDD86 2 84 3,383 3,533 (150)
10-Year Average HDD ("Normal")3,019
 3,045
 (26)10-Year Average HDD ("Normal")79 90 (11)3,691 3,742 (51)
Variance from Normal(523) (49)  Variance from Normal7 (88)(308)(209)
Florida     Florida
Actual CDD226
 134
 92
Actual CDD1,337 1,620 (283)2,412 2,840 (428)
10-Year Average CDD ("Normal")105
 97
 8
10-Year Average CDD ("Normal")1,573 1,553 20 2,666 2,625 41 
Variance from Normal121
 37
  Variance from Normal(236)67 (254)215 
Natural Gas Distribution Margin Growth
Customer growth for our natural gas distribution operations, as a result of the addition of new customers and the conversion of customers from alternative fuel sources to natural gas service, generated $1.1$0.8 million and $2.5 million of additional margin for the three and nine months ended March 31,September 30, 2020, compared to 2019.respectively. The average number of residential customers served on the Delmarva Peninsula and in Florida increased by 4.9 percent and 3.9 percent, respectively, during the third quarter of 2020 and 4.0 percent and 3.8 percent, respectively, duringfor the first quarternine months ended September 30, 2020. On the Delmarva Peninsula, a larger percentage of 2020. Growththe margin growth is generated from residential growth given the expansion of gas into new communities and conversions to natural gas as our distribution infrastructure continues to build out, while in Florida, as gas heating is not a significant portion of residential use, a greater portion of the margin growth occurred in the commercial and industrial customers also contributed additional margin during 2020.sectors. The details for the three and nine months ended September 30, 2020 are provided in the following table:
Three Months EndedNine Months Ended
September 30, 2020September 30, 2020
(in thousands)Delmarva PeninsulaFloridaDelmarva PeninsulaFlorida
Customer Growth:
Residential$302 $166 $1,069 $560 
Commercial and industrial78 251 302 566 
Total Customer Growth$380 $417 $1,371 $1,126 






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  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,September 30, 2020, compared to the quarter ended March 31,September 30, 2019:

 Three Months Ended  Three Months Ended
 March 31, IncreaseSeptember 30,Increase
 2020 2019 (decrease)20202019(decrease)
(in thousands)      (in thousands)  
Revenue $102,955
 $103,618
 $(663)Revenue$82,762 $74,580 $8,182 
Cost of sales 34,832
 36,516
 (1,684)Cost of sales16,271 19,619 (3,348)
Gross margin 68,123
 67,102
 1,021
Gross margin66,491 54,961 11,530 
Operations & maintenance 26,241
 24,548
 1,693
Operations & maintenance26,364 24,374 1,990 
Depreciation & amortization 9,319
 8,446
 873
Depreciation & amortization15,314 8,684 6,630 
Other taxes 4,675
 4,367
 308
Other taxes4,331 4,363 (32)
Total operating expenses 40,235
 37,361
 2,874
Total operating expenses46,009 37,421 8,588 
Operating income $27,888
 $29,741
 $(1,853)Operating income$20,482 $17,540 $2,942 
Operating income for the Regulated Energy segment increased by $2.9 million for the three months ended March 31,September 30, 2020 compared to 2019, or 16.8 percent. Higher operating income was $27.9a result of the settlement of the Hurricane Michael regulatory proceeding, which included recognizing the first and second quarter rate impacts associated with the settlement, expansion projects completed and underway by Eastern Shore and Peninsula Pipeline, organic growth in our natural gas distribution businesses, margin from increased investments in Florida GRIP and the gross margin generated from the acquisition of Elkton Gas. These increases were partially offset by higher depreciation, amortization and property taxes including amortization of the regulatory asset associated with the Hurricane Michael regulatory proceeding settlement and higher other operating expenses. Operating income for the quarter was reduced by an estimated $1.5 million a decreasedue to unfavorable impacts of $1.9COVID-19, which included an increase in bad debt expense of $1.3 million compared to the same period inthird quarter 2019. The decreased operating income resulted from increased gross margin of $1.0 million offset by $2.9 million in higher operating expenses.
Gross Margin
Items contributing to the quarter-over-quarter increase in gross margin are listed in the following table:
(in thousands)
Margin contribution from Hurricane Michael regulatory proceeding settlement (1)
$8,261 
Eastern Shore and Peninsula Pipeline service expansions2,677 
Natural gas growth (excluding service expansions)797 
Florida GRIP685 
 Margin contribution from Elkton Gas (acquisition completed in July 2020)357 
Decreased customer consumption - weather related(1,013)
Other variances(234)
Quarter-over-quarter increase in gross margin$11,530
(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
(1)This amount includes $5.5 million of gross margin previously invoiced under interim rates that was not recognized in revenue during the first and second quarter of 2020.
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.
Margin Contribution from Hurricane Michael Regulatory Proceeding Settlement
We generated $8.3 million in additional gross margin in the third quarter of 2020 as a result of the settlement of the Hurricane Michael regulatory proceeding which included $5.5 million of gross margin previously invoiced under interim rates that were not recognized in revenue during the first and second quarters.Refer to Note 5, Rates and Other Regulatory Activities,in the condensed consolidated financial statements for additional information.
Eastern Shore and Peninsula Pipeline Service Expansions
We generated additional gross margin of $1.9 million from Peninsula Pipeline's Western Palm Beach County, Auburndale and Callahan projects and $0.7 million from Eastern Shore's Del-Mar Energy Pathway project.

Natural Gas Distribution Customer Growth
We generated additional gross margin of $1.1$0.8 million from natural gas distribution customer growth. Gross margin increased by $0.6$0.4 million in Florida and $0.4 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 $1.0 million from Peninsula Pipeline's Western Palm Beach County and Auburndale Projects.

Absence of Florida Tax Savings Recorded in the First Quarter of 2019
Gross margin decreased by $0.9 million for the three months ended March 31,September 30, 2020, as compared to the same period in 2019, due primarily to residential customer growth of 4.9 percent and 3.9 percent on the Delmarva Peninsula

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and in Florida, respectively. On the Delmarva Peninsula, a larger percentage of the margin growth was generated from residential growth given the expansion of gas into new communities and conversions, while in Florida, as gas heating is not a significant portion of residential use, a greater portion of the margin growth occurred in the commercial and industrial sectors.

Florida GRIP
Continued investment in the Florida GRIP generated additional gross margin of $0.7 million in 2020 compared to 2019.

Elkton Gas
Gross margin increased by $0.4 million due to the margin generated by Elkton Gas which was acquired in July 2020.

Decreased Customer Consumption - Weather Related
Gross margin decreased by $1.0 million for the for the three months ended September 30, 2020, compared to the same period in 2019, primarily due to a 17 percent decrease in CDDs in Florida that resulted in reduced customer consumption for our electric operations.

Other Operating Expenses
Items contributing to the quarter-over-quarter increase in other operating expenses are listed in the following table:
(in thousands)
Hurricane Michael regulatory proceeding settlement - depreciation and amortization impact(1)
$5,355 
Unfavorable COVID-19 impacts (primarily bad debt expense)1,334 
Depreciation, asset removal and property tax costs due to new capital investments1,187 
Payroll, Benefits and other employee-related expenses447 
Operating expenses from Elkton Gas acquisition (completed July 2020)276 
Other variances(11)
Quarter-over-quarter increase in other operating expenses$8,588
(1)This amount includes $3.6 million of depreciation and amortization for the first and second quarter of 2020.


For the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019:
Nine Months Ended
September 30,Increase
20202019(decrease)
(in thousands)  
Revenue$259,235 $251,601 $7,634 
Cost of sales67,490 74,452 (6,962)
Gross margin191,745 177,149 14,596 
Operations & maintenance78,062 73,071 4,991 
Depreciation & amortization33,979 26,099 7,880 
Other taxes13,328 12,669 659 
Total operating expenses125,369 111,839 13,530 
Operating income$66,376 $65,310 $1,066 

Operating income for the Regulated Energy segment for the nine months ended September 30, 2020 was $66.4 million, an increase of $1.1 million, compared to the same period in 2019. Excluding the estimated unfavorable COVID-19 impacts of $4.8 million, which included an increase in bad debt expense of $1.9 million, operating income increased $5.9 million as a result of the Hurricane Michael regulatory proceeding settlement, higher gross margin from expansion projects completed by Eastern Shore and Peninsula Pipeline and organic growth in our natural gas distribution businesses. These increases were offset by higher depreciation, amortization and property taxes, including amortization of the regulatory asset associated with the Hurricane Michael regulatory proceeding settlement and higher other operating expenses.

Gross Margin
Items contributing to the period-over-period increase in gross margin are listed in the following table:

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(in thousands)
Margin Contribution from Hurricane Michael regulatory proceeding settlement$8,261 
Eastern Shore and Peninsula Pipeline service expansions5,485 
Natural gas distribution - customer growth (excluding service expansions)2,497 
Eastern Shore margin from capital improvements and non-service expansion projects793 
Florida GRIP678 
 Margin contribution from Elkton Gas acquisition (completed July 2020)357 
Unfavorable COVID-19 impacts on gross margin(2,634)
Absence of Florida tax savings (net of GRIP refunds) recorded in the first quarter of 2019 for 2018(910)
Decreased customer consumption - weather related(863)
Other variances932 
Period-over-period increase in gross margin$14,596

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.
Margin Contribution from Hurricane Michael Regulatory Proceeding Settlement
We generated $8.3 million in additional gross margin related as a result of the settlement of the Hurricane Michael regulatory proceeding. Refer to Note 5, Rates and Other Regulatory Activities,in the condensed consolidated financial statements for additional information.

Eastern Shore and Peninsula Pipeline Service Expansions
We generated additional gross margin of $4.5 million from Peninsula Pipeline's Western Palm Beach County, Auburndale and Callahan projects and $1.0 million from Eastern Shore's Del-Mar Energy Pathway project.

Natural Gas Distribution Customer Growth
We generated additional gross margin of $2.5 million from natural gas customer growth. Gross margin increased by $1.1 million in Florida and $1.4 million on the Delmarva Peninsula for the nine months ended September 30, 2020, as compared to the same period in 2019, due primarily to residential customer growth of 4.0 percent on the Delmarva Peninsula and 3.8 percent in Florida. On the Delmarva Peninsula, a larger percentage of the margin growth was generated from residential growth given the expansion of gas into new communities and conversions, while in Florida, as gas heating is not a significant portion of residential use, a greater portion of the margin growth occurred in the commercial and industrial sectors.

Eastern Shore margin from capital improvements and non-service expansion projects
We generated additional gross margin of $0.8 million from Eastern Shore's surcharge on capital spent on several relocation projects and non-service expansion projects.

Florida GRIP
Continued investment in the Florida GRIP generated additional gross margin of $0.7 million in 2020 compared to 2019.

Elkton Gas
Gross margin increased by $0.4 million due to the margin generated by Elkton Gas which we acquired in July 2020.

Unfavorable COVID-19 Impacts
Gross margin decreased by $2.6 million for the nine months ended September 30, 2020, as compared to the same period in 2019, as a result of the lower customer consumption, which was caused by the slowing of economic activities in our service territories as a result of restrictions imposed to promote social distancing and slow down the spread of COVID-19.

Absence of Florida Tax Savings Recorded in the First Quarter of 2019
Gross margin decreased by $0.9 million for the nine months ended September 30, 2020, as compared to the same period in 2019, due primarily to the absence of 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.


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Decreased Customer Consumption - Primarily Due to Warmer Weather Related
Gross margin decreased by $0.5$0.9 million due to lower weather-related usage as weather and other consumption on the Delmarva Peninsula and in Florida
Table during the first nine months of Contents

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-quarterperiod-over-period increase in other operating expenses are listed in the following table:
(in thousands)
Hurricane Michael settlement agreement - depreciation and amortization impact$5,355 
Depreciation, asset removal and property tax costs due to new capital investments3,095 
Unfavorable COVID-19 impacts (largely higher bad debt expense)2,194 
Insurance expense (non-health) - both insured and self-insured1,377 
Payroll, benefits and other employee-related expenses1,029 
Facilities maintenance and outside services costs777 
Operating expenses from Elkton acquisition (completed July 2020)276 
Other variances(573)
Period-over-period increase in other operating expenses$13,530
(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
.


Unregulated Energy Segment

For the quarter ended March 31,September 30, 2020, compared to the quarter ended March 31,September 30, 2019:
 Three Months Ended  Three Months Ended
 March 31, IncreaseSeptember 30,Increase
 2020 2019 (decrease)20202019(decrease)
(in thousands)      (in thousands)   
Revenue $54,031
 $61,081
 $(7,050)Revenue$22,714 $22,280 $434 
Cost of sales 22,228
 28,539
 (6,311)Cost of sales9,646 9,862 (216)
Gross margin 31,803
 32,542
 (739)Gross margin13,068 12,418 650 
Operations & maintenance 14,076
 13,823
 253
Operations & maintenance12,412 12,262 150 
Depreciation & amortization 2,918
 2,465
 453
Depreciation & amortization2,968 2,519 449 
Other taxes 968
 996
 (28)Other taxes780 806 (26)
Total operating expenses 17,962
 17,284
 678
Total operating expenses16,160 15,587 573 
Operating income $13,841
 $15,258
 $(1,417)
Operating lossOperating loss$(3,092)$(3,169)$77 

Operating incomeresults for the Unregulated Energy segment increased by $0.1 million for the firstthird quarter, as compared to the third quarter of 2020 was $13.82019. Excluding the estimated COVID-19 impacts of $0.3 million, a 9.3 percent decrease over the same period in 2019. The decreased operating income reflects $3.7increased $0.4 million in lower grossdriven by margin primarily due to the impact of warmer weather during the first quarter of 2020. These decreases were partially offset by thegrowth from Marlin Gas Services and incremental margin from the Boulden assetsassets. These increases were partially offset by higher depreciation, amortization and property taxes and higher propane retail margins per gallon.other operating expenses.



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Gross Margin
Items contributing to the quarter-over-quarter decreaseincrease in gross margin are listed in the following table:
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(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)
(in thousands)Margin Impact
Marlin Gas Services - increased gross margin from demand for CNG transportation services$599 
Boulden acquisition (assets acquired in December 2019)327 
Unfavorable COVID-19 impacts on gross margin(399)
Other variances123 
Quarter-over-quarter increase in gross margin$650
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 decreasedincreased by $1.0$0.6 million in the firstthird quarter of 2020, as compared to the same period in the prior year. First quarter 2019 results included grossyear due to higher demand for compressed natural gas hold services.
Boulden acquisition
•Gross margin increased by $0.3 million due to the margin generated from existing customers forBoulden, which was acquired by Sharp in December 2019.
Unfavorable COVID-19 Impacts
•Gross margin decreased by $0.4 million as a higher levelresult of pipeline integrity services.the lower customer consumption, which was caused by the slowing of economic activities in our service territories as a result of restrictions imposed to promote social distancing and slow down the spread of COVID-19.

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Other Operating Expenses
Items contributing to the quarter-over-quarter increase in other operating expenses are listed in the following table:
(in thousands)
Depreciation, amortization and property tax costs due to new capital investments$425 
Operating expenses from Boulden acquisition (completed December 2019)290 
Payroll, Benefits and other employee-related expenses(202)
Other variances60 
Quarter-over-quarter increase in other operating expenses$573


For the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019:
Nine Months Ended
September 30,Increase
20202019(decrease)
(in thousands)   
Revenue$104,466 $108,985 $(4,519)
Cost of sales42,583 49,645 (7,062)
Gross margin61,883 59,340 2,543 
Operations & maintenance39,408 37,965 1,443 
Depreciation & amortization8,774 7,462 1,312 
Other taxes2,651 2,596 55 
Total operating expenses50,833 48,023 2,810 
Operating income$11,050 $11,317 $(267)
Operating income for the Unregulated Energy segment decreased by $0.3 million for the nine months ended September 30, 2020, compared to the same period in 2019. Excluding the estimated COVID-19 impacts of $1.6 million, operating income

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(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
increased $1.3 million as a result of incremental gross margin from the acquisition of the Boulden propane assets, higher retail propane margins per gallon and increased demand for Marlin Gas Services' CNG transportation services. These increases were partially offset by reduced gross margins from overall warmer temperatures, expenses associated with recent acquisitions, and increased insurance expense.
Gross Margin
Items contributing to the period-over-period increase in gross margin are listed in the following table:
(in thousands)
Propane Operations
Boulden acquisition (assets acquired in December 2019)$2,763 
Increased retail propane margins per gallon driven by favorable market conditions and supply management1,892 
Decreased customer consumption - primarily weather related(1,540)
Marlin Gas Services
Increased demand for CNG services694 
Aspire Energy
Decreased customer consumption - primarily weather related(687)
Higher margins from negotiated rate increases443 
Unfavorable COVID-19 impacts on gross margin(1,145)
Other variances123 
Period-over-period increase in gross margin$2,543
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
•Propane Operations - Boulden - Gross margin increased by $2.8 million due to the margin generated from Boulden, which was acquired by Sharp in December 2019.
•Increased Retail Propane Margins - Gross margin increased by $1.9 million, for the nine months ended September 30, 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 market pricing and 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.
•Decreased Customer Consumption Primarily Driven by Weather - Gross margin decreased by $1.5 million primarily from the Mid-Atlantic propane operations as weather on the Delmarva Peninsula was 6 percent warmer for the nine months ended September 30, 2020 compared to the same period in 2019.

Marlin Gas Services
•Gross margin increased by $0.7 million for the nine months ended September 30, 2020, as compared to the same period in the prior year due to higher demand for compressed natural gas hold services.
Aspire Energy
•Decreased Customer Consumption Primarily Driven by Weather - Gross margin decreased by $0.7 million due to lower consumption as weather in Ohio was approximately 4 percent warmer for the nine months ended September 30, 2020 compared to the same period in 2019.
•Increased Margin Driven by Changes in Rates - Gross margin increased by $0.4 million in 2020, as compared to the prior year, due primarily to higher margins from negotiated rate increases.
Unfavorable COVID-19 Impacts
•Gross margin decreased by $1.1 million as a result of lower customer consumption, which was caused by the slowing of economic activities in our service territories as a result of restrictions imposed to promote social distancing and to slow down the spread of COVID-19.

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Other Operating Expenses
Items contributing to the period-over-period increase in other operating expenses are listed in the following table:
(in thousands)
Depreciation, amortization and property tax costs due to new capital investments$1,326 
Operating expenses from Boulden acquisition (completed in December 2019)939 
Insurance expense (non-health) - both insured and self-insured523 
Unfavorable COVID-19 impacts (higher operating and bad debt expenses)417 
Other variances(395)
Period-over-period increase in other operating expenses$2,810
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.

OTHER INCOME (EXPENSE),EXPENSE, NET
For the quarter ended March 31,September 30, 2020 compared to the quarter ended March 31,September 30, 2019
Other income (expense),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, increased by $3.4$0.3 million in the third quarter of 2020, compared to the same period in 2019. The increase was primarily due to lower pension expense.
For the nine months ended September 30, 2020 compared to for the nine months ended September 30, 2019
Other 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, increased by $3.7 million for the first quarternine months of 2020, compared to the same period in 2019. The increase was primarily due to gains from the sale of two properties.properties as well as lower pension expense. The property sales relatedwere made possible due to operations which, have been consolidated into our state-of-the-art Energy Lane campus and throughchanges in the completionconsolidation of the conversion of the piped propane system in Ocean City, Maryland to natural gas service. certain operations.

INTEREST CHARGES
For the quarter ended March 31,September 30, 2020 compared to the quarter ended March 31,September 30, 2019
Interest charges for the quarter ended March 31,September 30, 2020 increaseddecreased by $0.2$0.8 million, compared to the same period in 2019, attributable primarily to an increase of $1.4$1.1 million in amortization expense associated with a regulatory liability that was established in connection with the Hurricane Michael regulatory proceeding settlement offset by $0.2 million in lower capitalized interest associated with growth projects. Higher interest expense onfrom long-term debt offset the decreased interest from short-term borrowings as a resultwe consummated several refinancing of short-term debt to long-term debt in mid-2019 and earlier this year.

For the issuance of $100.0nine months ended September 30, 2020 compared to for the nine months ended September 30, 2019
Interest charges for the nine months ended September 30, 2020 decreased by $1.1 million, of Prudential Shelf Notescompared to the same period in August 2019, and $70.0 million of uncollateralized senior notes in December 2019; offset byattributable primarily to a decrease of $1.0$3.6 million in interest expense primarily on lower levels outstanding under our revolving credit facilities and lower interest rates on short-term borrowings, $1.1 million in amortization expense associated with a regulatory liability that was established in connection with the Hurricane Michael regulatory proceeding settlement, and $0.2$0.3 million in higher capitalization ofcapitalized interest associated with growth projects. This decrease was offset by an increase of $3.9 million in interest expense on long-term debt as a completed buildingresult of several long-term debt placements in Florida.2019 and 2020.

INCOME TAXES
For the quarter ended March 31,September 30, 2020 compared to the quarter ended March 31,September 30, 2019
Income tax expense was $10.6 million and $9.6$3.5 million for the quartersquarter ended March 31,September 30, 2020, and 2019, respectively.compared to $2.4 million for the quarter ended September 30, 2019. Our effective income tax rate was 26.727.4 percent and 27.3 percent, for the three months ended March 31,September 30, 2020 and 2019, respectively.

For the nine months ended September 30, 2020 compared to 25.0for the nine months ended September 30, 2019
Income tax expense was $16.1 million for the nine months ended September 30, 2020, compared to $15.4 million in the same period in 2019. Our effective income tax rate was 24.7 percent and 25.9 percent for the threenine months ended March 31, 2019. The lowerSeptember 30, 2020

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and 2019, respectively. During the nine months ended September 30, 2020, we implemented certain provisions of the CARES Act that allowed us to carryback net operating losses from 2018 and 2019 into prior year periods where the federal income tax rate was higher. As a result, we recognized a $1.7 million reduction in tax expense for the nine months ended September 30, 2020. Excluding this impact of the CARES Act, our effective tax rate for the first quarter of 2019nine months ended September 30, 2020 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.27.3 percent.



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ntents

FINANCIAL POSITION, LIQUIDITY AND 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 of common stock in various types of equity offerings, including shares of common stock under our Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP”).ATM equity program, as well as an effective registration statement with respect to 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.DRIP and/or under the ATM equity program. Beginning in the third quarter of 2020, we issued shares of common stock under both the DRIP and the ATM equity program.
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 transmission 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 $41.2$143.9 million for the threenine months ended March 31,September 30, 2020. The following table shows a range of the expected 2020 capital expenditures by segment and by business line:
2020
(dollars in thousands)LowHigh
Regulated Energy:
Natural gas distribution$77,000 $85,000 
Natural gas transmission70,000 74,000 
Electric distribution3,000 5,000 
Total Regulated Energy150,000 164,000 
Unregulated Energy:
Propane distribution14,000 16,000 
Energy transmission17,000 18,000 
Other unregulated energy12,000 14,000 
Total Unregulated Energy43,000 48,000 
Other:
Corporate and other businesses2,000 3,000 
Total Other2,000 3,000 
Total 2020 Expected Capital Expenditures$195,000 $215,000 
 2020
(dollars in thousands)Low High
Regulated Energy:   
Natural gas distribution$72,000
 $83,000
Natural gas transmission83,000
 96,000
Electric distribution5,000
 7,000
Total Regulated Energy160,000
 186,000
Unregulated Energy:   
Propane distribution10,000
 11,000
Energy transmission6,000
 6,000
Other unregulated energy6,000
 8,000
Total Unregulated Energy22,000
 25,000
Other:   
Corporate and other businesses3,000
 4,000
Total Other3,000
 4,000
Total 2020 Expected Capital Expenditures$185,000
 $215,000

The 2020 budget excluding acquisitions, includes: Eastern Shore's Del-Mar Energy Pathway, Project, Florida's Callahan and West Palm Beach County Western ExpansionExpansions 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, 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.



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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,September 30, 2020 and December 31, 2019:

 March 31, 2020 December 31, 2019September 30, 2020December 31, 2019
(in thousands)        (in thousands)    
Long-term debt, net of current maturities $440,183
 43% $440,168
 44%Long-term debt, net of current maturities$519,971 46 %$440,168 44 %
Stockholders’ equity 584,129
 57% 561,577
 56%Stockholders’ equity616,690 54 %561,577 56 %
Total capitalization, excluding short-term debt $1,024,312
 100% $1,001,745
 100%Total capitalization, excluding short-term debt$1,136,661 100 %$1,001,745 100 %
        
 March 31, 2020 December 31, 2019 September 30, 2020December 31, 2019
(in thousands)        (in thousands)    
Short-term debt $254,339
 20% $247,371
 19%Short-term debt$216,388 16 %$247,371 19 %
Long-term debt, including current maturities 455,783
 35% 485,768
 38%Long-term debt, including current maturities535,571 39 %485,768 38 %
Stockholders’ equity 584,129
 45% 561,577
 43%Stockholders’ equity616,690 45 %561,577 43 %
Total capitalization, including short-term debt $1,294,251
 100% $1,294,716
 100%Total capitalization, including short-term debt$1,368,649 100 %$1,294,716 100 %
Our target ratio of equity to total capitalization, including short-term borrowings, is between 50 and 60 percent. Our equity to total capitalization ratio, including short-term borrowings, was 45 percent as of March 31, 2020. We seek to align permanent financing with the in-service dates of our capital projects. We may utilize more temporary short-term debt when the financing cost is attractive as a bridge to the permanent long-term financing or if the equity markets are volatile.
Our equity to total capitalization ratio, including short-term borrowings, was 45 percent as of September 30, 2020. As a result of issuing additional equity in October 2020, as described below, our equity to total capitalization ratio including short-term borrowings was approximately 50 percent at October 31, 2020.
In September 2020, we issued 0.2 million shares of common stock through our DRIP and the ATM programs and received net proceeds of approximately $19.2 million which were added to our general funds. In October 2020, we issued an additional 0.7 million shares of common stock through the same programs and received approximately $63.8 million in net proceeds, for the DRIP and ATM issuances. See Note 9, Stockholders’ Equity, in the condensed consolidated financial statements for additional information on commissions and fees paid in connection with these issuances.
Term Notes
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. This note was paid in full in February 2020 utilizing our short-term borrowing facilities.
Shelf Agreements
We have entered into Shelf Agreements with Prudential, MetLife and NYL, withwhom are under no party under any obligation to purchase any unsecured debt. The Prudential Shelf Agreement totaling $150.0 million was entered into in October 2015 and we issued $70.0 million of 3.25 percent unsecured debt in April 2017. The Prudential Shelf Agreement was then amended in September 2018 to increase the borrowing capacity back 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 to purchase $50.0 million of our unsecured debt which was accepted and confirmed by Prudential. The Shelf Notes will bear interest at the rate of 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 July 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 provide 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, 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 for a three-year term ending March 31, 2023. The MetLife Shelf Agreement will be finalized in May 2020.

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The following table summarizes the available borrowing capacity under our Shelf Agreements and is reflectiveat September 30, 2020:
(in thousands)Total Borrowing CapacityLess: Amount of Debt IssuedLess: Unfunded CommitmentsRemaining Borrowing Capacity
Shelf Agreement
Prudential Shelf Agreement (1) (2)
$370,000 $(220,000)$— $150,000 
MetLife Shelf Agreement (3)
150,000 — — 150,000 
NYL Shelf Agreement (4)
150,000 (140,000)— 10,000 
Total Shelf Agreements as of September 30, 2020$670,000 $(360,000)$— $310,000 

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(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. We issued the Shelf Notes in July 2020 at the rate of 3.00 percent per annum.
(2) In April 2020, the Prudential Shelf Agreement was amended to increase the available borrowing capacity to $150.0 million. The Shelf Agreement expires in April 2023.
(3) In May 2020, we reached into an agreement with MetLife to provide a new $150.0 million MetLife Shelf Agreement for a three-year term ending May 2023.
(4) In February 2020, we requested and NYL accepted our request to purchase $40.0 million of our unsecured debt.
(3) In April The Shelf Notes were issued in August 2020 at the Prudentialrate of 2.96 percent per annum. The 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 finalizedexpires in the May 2020.November 2021.

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
We are authorized by our Board of Directors to borrow up to $400.0$375.0 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, 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 rate plus an applicable margin of 1.125 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 0.125 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 Aprilthe second quarter of 2020, we entered into interest rate swaps with notional amounts totaling $70.0$100.0 million associated with twothree of our short-term lines of credit for a six-month term beginning April 2020 and terminating inthrough 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 beranged between 0.2615 and 0.3875 and 0.275 percent for the period. Our short-term borrowing will beis based on the 30-day LIBOR rate. The interest swap will beis cash settled monthly as the counter-party will paypays us the 30-day LIBOR rate less the fixed rate.

In September 2020, we entered into a new $375.0 million syndicated revolving line of credit, the Revolver, with six participating lenders. The Revolver expires on September 29, 2021 and has a commitment fee of 0.175 percent and an interest rate of 1.125 percent over LIBOR. As a result of entering into the Revolver, in September 2020, we terminated and paid the outstanding balances for all of our previously existing bilateral lines of credit and the previous revolving credit facility. Our available credit under the new Revolver at September 30, 2020 was $154.7 million. Our book overdrafts were $0.9 million and $3.2 million at September 30, 2020 and December 31, 2019, respectively. If presented, the book overdrafts would be funded through the Revolver.
The availability of funds under the Revolver is subject to conditions specified in the credit agreement, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in the agreement. We are required by the financial covenants our Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent. As of September 30, 2020, we are in compliance with all of our debt covenants.

Cash Flows
The following table provides a summary of our operating, investing and financing cash flows for the threenine months ended March 31,September 30, 2020 and 2019:
 
Nine Months Ended
September 30,
(in thousands)20202019
Net cash provided by (used in):
Operating activities$115,880 $103,939 
Investing activities(136,551)(139,913)
Financing activities16,742 34,205 
Net decrease in cash and cash equivalents(3,929)(1,769)
Cash and cash equivalents—beginning of period6,985 6,089 
Cash and cash equivalents—end of period$3,056 $4,320 


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  Three Months Ended
  March 31,
  2020 2019
(in thousands)    
Net cash provided by (used in):    
Operating activities $58,808
 $40,486
Investing activities (31,498) (43,369)
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 6,985
 6,089
Cash and cash equivalents—end of period $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 threenine months ended March 31,September 30, 2020 and 2019, net cash provided by operating activities was $58.8$115.9 million and $40.5$103.9 million, respectively, resulting in an increase in cash flows of $18.3$12.0 million. Significant operating activities generating the cash flows change were as follows:
•Net income, adjusted for non-cash adjustments and reconciling activities, increased cash flows by $26.2 million, due primarily to deferred income taxes and depreciation and amortization, offset by realized gain on commodity contracts and sale of assets;
•Changes in net accounts receivable and accrued revenue and accounts payable and accrued liabilities increased cash flows by $30.5$8.9 million, due in part to the timing and receipt of payments and the absence of PESCO, whose assets and contracts wewere sold in the fourth quarter of 2019;
•Changes in net regulatory assets and liabilities increased cash flows by $4.2$4.9 million due primarily to the change in fuel costs collected through the various cost recovery mechanisms;
•Net income, adjusted for reconciling activities, increased cash flows from income taxes receivable decreased by $2.3$11.0 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 consolidationthe implementation of facilities in linethe federal tax law associated with our strategic initiatives;the CARES Act;
•Changes in net prepaid expenses and other current assets, customer deposits and refunds, accrued compensation and other net assets and liabilities, net decreased cash flows by $16.6$11.8 million; and
•Net cash flows from changes in propane inventory, storage gas and other inventories decreased by approximately $3.3$5.2 million.

Cash Flows Used in Investing Activities
Net cash used in investing activities totaled $31.5$136.6 million and $43.4$139.9 million during the threenine months ended March 31,September 30, 2020 and 2019, respectively, resulting in an increase in cash flows of $11.9$3.3 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 was $35.2$123.4 million for the first threenine months of 2020, compared to $43.2$139.3 million for the same period in 2019, resulting in increased cash flows of $8.0$15.9 million, and was offset by cash paid for the acquisition of Elkton Gas of $15.6 million.


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Cash Flows Provided by Financing Activities
Net cash used by financing activities totaled $30.3$16.7 million during the threenine months ended March 31,September 30, 2020 compared to $34.2 million of net cash provided of $4.8 million used inby financing activities during the prior year period resulting in ana decrease in cash flows of $35.1$17.5 million. The decrease in net cash provided by financing activities resulted primarily from the following:
•Decreased cash flows of $59.6$40.0 million from repaymentsassociated with issuance of term notes of $29.6 million duringlong-term debt. For the threenine months ended March 31,September 30, 2020, and decreased cash flows of $30.0we received $89.8 million from the issuance of Prudential Shelf Notes in July 2020 and NYL Shelf Notes in August 2020. For the nine months ended September 30, 2019, we received $129.8 million from the issuance of the Prudential Shelf Notes in August 2019 and term notes in January 2019;
•Decreased cash flows of $33.7 million from repayments of long-term debt;
•Increased cash flows of $0.1 million as a result of changes in cash overdrafts in 2020;
•Cash dividends of $20.0 million paid during the nine months ended September 30, 2020, compared to $18.2 million for the nine months ended September 30, 2019;
•Increased cash flows from short-term borrowing of $29.8$37.9 million under our line of credit arrangements; and
Cash dividends•Increased cash flows of $6.5$20.3 million paid duringas a result of issuing stock under the three months ended March 31, 2020, compared to $5.9 million forDRIP and the three months ended March 31, 2019.ATM equity program.
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,September 30, 2020 was $17.9$7.9 million, with the guarantees expiring on various dates through March 2,September 24, 2021.
The amounts related to PESCO were $6.8 millionimmaterial and are expected to bewere fully terminated or transferred in the second quarter ofOctober 2020. See Note 3, Acquisitions and Divestitures, in the condensed consolidated financial statements for additional details on the sale of assets and contracts for PESCO.

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As of March 31,September 30, 2020, we have issued letters of credit totaling approximately $5.4$4.8 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, to our current and previous primary insurance carriers as well as PESCO.carriers. These letters of credit have various expiration dates through October 22, 2020.5, 2021. There have been no draws on these letters of credit as of March 31,September 30, 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. Additional information is presented in Note 7, Other Commitments and Contingencies, in the condensed consolidated financial statements. As a result of the sale of assets and contracts for PESCO,At September 30, 2020, letters of credit associated with PESCO are expected to be terminated or transferred in the second quarter of 2020.were fully terminated. See Note 3, Acquisitions and Divestitures, in the condensed consolidated financial statements for additional details on the sale of PESCO.

Contractual Obligations
There has been no material change in the contractual obligations presented in our 2019 Annual Report on Form 10-K, except for commodity purchase obligations entered into in the ordinary course of our business. The following table summarizes commodity purchase contract obligations at March 31,September 30, 2020:
 
 Payments Due by Period Payments Due by Period
 Less than 1 year 1 - 3 years 3 - 5 years More than 5 years TotalLess than 1 year1 - 3 years3 - 5 yearsMore than 5 yearsTotal
(in thousands)          (in thousands)     
Purchase obligations - Commodity (1)
 8,276
 6,402
 —
 —
 14,678
Purchase obligations - Commodity (1)
13,732 17,502 — — 31,234 
Total $8,276
 $6,402
 $—
 $—
 $14,678
Total$13,732 $17,502 $— $— $31,234 
 
(1) 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,September 30, 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 5, 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,September 30, 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. The fluctuation in interest rates expose us to potential increased cost we could incur when we issue debt instruments or to provide financing and liquidity for our business activities. Occasionally, we utilize interest rate swap agreements to mitigate short-term borrowing rate risk. Additional information about our long-term debt and short-term borrowing is disclosed in Note 15, Long-termLong-Term Debt,and Note 16, Short-Term Borrowings, respectively, 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 8.0 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.
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.
The following table reflects the changes in the fair market value of financial derivatives contracts related to propane purchases and sales from December 31, 2019 to March 31,September 30, 2020:
(in thousands)Balance at December 31, 2019 Increase (Decrease) in Fair Market Value Less Amounts Settled  Balance at March 31, 2020(in thousands)Balance at December 31, 2019Increase (Decrease) in Fair Market ValueLess Amounts SettledBalance at September 30, 2020
Sharp$(1,844) $(1,218) $1,227
 $(1,835)Sharp$(1,844)$1,803 $1,582 $1,541 
Total$(1,844) $(1,218) $1,227
 $(1,835)Total$(1,844)$1,803 $1,582 $1,541 
There were no changes in methods of valuations during the threenine months ended March 31,September 30, 2020.
The following is a summary of fair market value of financial derivatives as of March 31,September 30, 2020, by method of valuation and by maturity for each fiscal year period.
(in thousands)20202021202220232024Total Fair Value
Price based on Mont Belvieu - Sharp$460 $834 $244 $3 $— $1,541 
Total$460 $834 $244 $3 $— $1,541 

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(in thousands)2020 2021 2022 2023 2024 Total Fair Value
Price based on Mont Belvieu - Sharp$(1,083) $(681) $(71) $—
 $—
 $(1,835)
Total$(1,083) $(681) $(71) $—
 $—
 $(1,835)
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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 13, Derivative Instruments, in the condensed consolidated financial statements.

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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,September 30, 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,September 30, 2020.
Changes in Internal Control over Financial Reporting
In September 2020, we implemented a new fixed assets tracking system. Throughout this system implementation, we appropriately considered internal controls over financial reporting. Additionally, in response to the COVID-19 pandemic and the current social distancing restrictions that have been established in our service territories, we have implemented our pandemic response plan, which includes having office staff work remotely to promote social distancing in efforts to reduce the spread of COVID-19. During the quarter ended March 31,September 30, 2020, the implementation of the new fixed asset tracking system and our pandemic response plan did not result in a change in the design or operations of our internal controls 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 7, 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, 2019, and Part II, "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q, for the quarter ended March 31, 2020, 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, 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
 —
 —
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
PeriodPurchasedper Share
or Programs (2)
or Programs (2)
July 1, 2020 through July 31, 2020 (1)
556 $84.77 — — 
August 1, 2020
through August 31, 2020		— — — — 
September 1, 2020
through September 30, 2020		—— ——
Total556 $84.77 — — 
 
(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, 2019.2019. During the quarter ended March 31,September 30, 2020, 411556 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
Item 6.Exhibits
Equity Distribution Agreement, dated August 17, 2020, by and between Chesapeake Utilities Corporation and each of RBC Capital Markets, LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Janney Montgomery Scott LLC, Guggenheim Securities, LLC, Maxim Group LLC, Sidoti & Company, LLC, and Siebert Williams Shank & Co., LLC, which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed August 18, 2020, File No. 001-11590
10.2*
Executive Employment Agreement dated May 6, 2020 between Chesapeake Utilities Corporation and James F. Moriarty.
10.3*
Loan Agreement dated April 24, 2020, between Chesapeake Utilities Corporation and PNC Bank, National Association.Association, and several other financial institutions named therein.
10.5*
Revolving Line of Credit Note dated April 24, 2020, issued by Chesapeake Utilities Corporation in favor of PNC Bank, National Association.
10.6*
Promissory Note dated April 27, 2020, issued by Chesapeake Utilities Corporation in favor of Bank of America, N.A.
31.1*
Certificate of Chief Executive Officer of Chesapeake Utilities Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
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.
104Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

*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: November 4, 2020
May 6, 2020


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