UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM
~~FORM~~	10-Q

☒
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, ~~2020~~2021



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-11590




CHESAPEAKE UTILITIES CORPORATION (Exact name of registrant as specified in its charter)



Delaware						51-0064146
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

909 Silver Lake Boulevard,, Dover,, Delaware19904

(Address of principal executive offices, including Zip Code)

(~~302~~) (302) 734-6799

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value per share $0.4867	CPK	New York Stock Exchange, Inc.

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.

~~Table of Contents~~

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 — ~~16,493,573~~17,578,367 shares outstanding as of July 31, ~~2020.~~2021.

Table of Contents




PART I—FINANCIAL INFORMATION	1

ITEM 1.		FINANCIAL STATEMENTS	1

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3833

ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6260

ITEM 4.		CONTROLS AND PROCEDURES	6361

PART II—OTHER INFORMATION			6462

ITEM 1.		LEGAL PROCEEDINGS	6462

ITEM 1A.		RISK FACTORS	6462

ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6462

ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	6463

ITEM 5.		OTHER INFORMATION	6463

ITEM 6.		EXHIBITS	6564

SIGNATURES			6665

Table of Contents

GLOSSARY OF DEFINITIONS

~~ASC:~~ ~~Accounting Standards Codification issued by the FASB~~

Aspire Energy: Aspire Energy of Ohio, LLC, a wholly-owned subsidiary of Chesapeake Utilities

Aspire Energy Express: Aspire Energy Express, LLC, a wholly-owned subsidiary of Chesapeake Utilities

ASU: Accounting Standards Update issued by the FASB

~~Boulden:~~ATM ~~Boulden, Inc., an entity from whom we acquired certain propane operating assets~~

~~CARES Act:~~ ~~Coronavirus Aid, Relief, and Economic Security Act~~: At-the-market

CDC: U.S. Centers for Disease Control and Prevention

CDD: Cooling Degree-Day

~~CGS:~~CFG: ~~Community~~Central Florida Gas ~~Systems~~Company

Chesapeake or Chesapeake Utilities: Chesapeake Utilities Corporation, ~~and~~ its ~~direct~~divisions and ~~indirect~~ subsidiaries, as appropriate in the context of the disclosure

CHP: Combined ~~heat~~Heat and ~~power plant~~Power Plant

Company: Chesapeake Utilities Corporation, ~~and~~ its ~~direct~~divisions and ~~indirect~~ subsidiaries, as appropriate in the context of the disclosure

COVID-19: An infectious disease caused by a newly discovered coronavirus

~~Degree-Day:~~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~~Chesapeake Utilities

Escambia Gate Station: A natural gas metering station owned by Peninsula Pipeline Company located in ~~December 2019~~Escambia County

Florida

ESG: Environmental, Social and Governance

FASB: Financial Accounting Standards Board

FERC: Federal Energy Regulatory Commission

FGT: Florida Gas Transmission Company

Florida OPC: The Office of Public Counsel, an agency established by the Florida legislature who advocates on behalf of Florida's Utility consumers prior to actions or rule changes

FPU: Florida Public Utilities Company, a wholly-owned subsidiary of Chesapeake Utilities

GAAP: Generally Accepted Accounting ~~principles generally accepted in the United States of America~~Principles

GRIP: Gas Reliability Infrastructure Program

Table of Contents

Gross Margin: a non-GAAP measure defined as operating revenues less the cost of sales. The Company's cost of sales includes purchased fuel cost for natural gas, electricity and propane and the cost of labor spent on direct revenue-producing activities and excludes depreciation, amortization and accretion

Gulfstream: Gulfstream Natural Gas System, LLC, an unaffiliated pipeline network that supplies natural gas to FPU

HDD: Heating Degree-Day

LNG: Liquefied Natural Gas

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

~~Table of Contents~~

MGP: Manufactured gas plant, which is a site where coal was previously used to manufacture gaseous fuel for industrial, commercial and residential use

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 $375 million unsecured revolving credit facility with certain lenders

RNG: Renewable natural gas

Sandpiper Energy: Sandpiper Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities

SEC: ~~U.S.~~ Securities and Exchange Commission

Senior Notes: Our unsecured long-term debt issued primarily to insurance companies on various dates

Sharp: Sharp Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities

Shelf Agreement: An agreement entered into by Chesapeake Utilities and a counterparty pursuant to which Chesapeake Utilities may request that the counterparty purchase our unsecured senior debt with a fixed interest rate and a maturity date not to exceed 20 years from the date of issuance

Shelf Notes: Unsecured senior promissory notes issuable under the Shelf Agreement executed with various counterparties

SICP: 2013 Stock and Incentive Compensation Plan

~~SJI:~~ ~~South Jersey Industries, Inc.~~

TCJA: Tax Cuts and Jobs Act enacted on December 22, 2017

TETLP: Texas Eastern Transmission, LP, an interstate pipeline interconnected with Eastern Shore's pipeline

Uncollateralized Senior Notes: Our unsecured long-term debt issued primarily to insurance companies on various dates

U.S.: The United States of America

Western Natural Gas:Western Natural Gas Company

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Chesapeake Utilities Corporation and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)


	Three Months Ended						Six Months Ended							Three Months Ended				Six Months Ended
	June 30,						June 30,							June 30,				June 30,
	2020			2019			2020			2019				2021		2020		2021		2020
(in thousands, except shares and per share data)													(in thousands, except shares and per share data)
Operating Revenues													Operating Revenues
Regulated Energy	$	73,518		$	73,403		$	176,473		$	177,021		Regulated Energy	$	80,910	$	73,518	$	202,107	$	176,473
Unregulated Energy and other	23,533			21,139			73,268			77,984			Unregulated Energy and other	30,172		23,533		100,161		73,268
Total Operating Revenues	97,051			94,542			249,741			255,005			Total Operating Revenues	111,082		97,051		302,268		249,741
Operating Expenses													Operating Expenses
Regulated Energy cost of sales	16,387			18,317			51,219			54,833			Regulated Energy cost of sales	14,447		16,387		57,491		51,219
Unregulated Energy and other cost of sales	6,573			6,857			24,609			31,267			Unregulated Energy and other cost of sales	12,254		6,575		43,506		24,611
Operations	34,607			31,531			70,559			66,945			Operations	36,371		34,605		75,810		70,557
Maintenance	4,143			3,600			7,979			7,280			Maintenance	4,259		4,143		8,300		7,979
Gain from a settlement	(130		)	(130		)	(130		)	(130		)
Gain from settlement													Gain from settlement	—		(130)		—		(130)
Depreciation and amortization	12,247			11,464			24,500			22,392			Depreciation and amortization	15,298		12,247		30,662		24,500
Other taxes	5,247			4,738			10,894			10,131			Other taxes	5,875		5,247		12,324		10,894
Total Operating Expenses	79,074			76,377			189,630			192,718			Total Operating Expenses	88,504		79,074		228,093		189,630
Operating Income	17,977			18,165			60,111			62,287			Operating Income	22,578		17,977		74,175		60,111
Other income (expense), net	(279		)	(320		)	3,039			(380		)	Other income (expense), net	1,456		(279)		1,841		3,039
Interest charges	5,054			5,552			10,868			11,180			Interest charges	5,054		5,054		10,159		10,868
Income from Continuing Operations Before Income Taxes	12,644			12,293			52,282			50,727			Income from Continuing Operations Before Income Taxes	18,980		12,644		65,857		52,282
Income Taxes on Continuing Operations	1,983			3,379			12,580			13,002			Income Taxes on Continuing Operations	5,165		1,983		17,570		12,580
Income from Continuing Operations	10,661			8,914			39,702			37,725			Income from Continuing Operations	13,815		10,661		48,287		39,702
Income (loss) from Discontinued Operations, Net of Tax	295			(610		)	184			(757		)
Income (Loss) from Discontinued Operations, Net of Tax													Income (Loss) from Discontinued Operations, Net of Tax	(2)		295		(8)		184
Net Income	$	10,956		$	8,304		$	39,886		$	36,968		Net Income	$	13,813	$	10,956	$	48,279	$	39,886
Weighted Average Common Shares Outstanding:													Weighted Average Common Shares Outstanding:
Basic	16,448,490			16,401,028			16,431,724			16,393,022			Basic	17,546,346		16,448,490		17,516,273		16,431,724
Diluted	16,503,603			16,445,743			16,487,807			16,439,333			Diluted	17,616,496		16,503,603		17,585,006		16,487,807
Basic Earnings Per Share of Common Stock:													Basic Earnings Per Share of Common Stock:
Earnings from Continuing Operations	$	0.65		$	0.55		$	2.42		$	2.31		Earnings from Continuing Operations	$	0.79	$	0.65	$	2.76	$	2.42
Earnings (loss) from Discontinued Operations	0.02			(0.04		)	0.01			(0.05		)
Earnings from Discontinued Operations													Earnings from Discontinued Operations	0		0.02		0		0.01
Basic Earnings Per Share of Common Stock	$	0.67		$	0.51		$	2.43		$	2.26		Basic Earnings Per Share of Common Stock	$	0.79	$	0.67	$	2.76	$	2.43

Diluted Earnings Per Share of Common Stock:													Diluted Earnings Per Share of Common Stock:
Earnings from Continuing Operations	$	0.64		$	0.54		$	2.41		$	2.30		Earnings from Continuing Operations	$	0.78	$	0.64	$	2.75	$	2.41
Earnings (loss) from Discontinued Operations	0.02			(0.04		)	0.01			(0.05		)
Earnings from Discontinued Operations													Earnings from Discontinued Operations	0		0.02		0		0.01
Diluted Earnings Per Share of Common Stock	$	0.66		$	0.50		$	2.42		$	2.25		Diluted Earnings Per Share of Common Stock	$	0.78	$	0.66	$	2.75	$	2.42

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 Ended						Six Months Ended							Three Months Ended				Six Months Ended
	June 30,						June 30,							June 30,				June 30,
	2020			2019			2020			2019				2021		2020		2021		2020
(in thousands)													(in thousands)
Net Income	$	10,956		$	8,304		$	39,886		$	36,968		Net Income	$	13,813	$	10,956	$	48,279	$	39,886
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), $(5), $(10) and $(10), respectively	(14		)	(14		)	(28		)	(29		)	Amortization of prior service cost, net of tax of $(5), $(5), $(10) and $(10), respectively	(14)		(14)		(28)		(28)
Net gain, net of tax of $28, $42, $55 and $86, respectively	80			121			160			242
Net gain, net of tax of $28, $28, $53 and $55, respectively													Net gain, net of tax of $28, $28, $53 and $55, respectively	78		80		156		160
Cash Flow Hedges, net of tax:													Cash Flow Hedges, net of tax:
Unrealized gain (loss) on commodity contract cash flow hedges, net of tax of $651, $(850), $653 and $343, respectively	1,703			(2,115		)	1,710			868
Unrealized loss on interest rate swap cash flow hedges, net of tax of $(14), $0, $(14) and $0, respectively	(37		)	—			(37		)	—
Total Other Comprehensive Income (Loss), net of tax	1,732			(2,008		)	1,805			1,081
Unrealized gain on commodity contract cash flow hedges, net of tax of $1,193, $651, $1,257 and $653, respectively													Unrealized gain on commodity contract cash flow hedges, net of tax of $1,193, $651, $1,257 and $653, respectively	3,126		1,703		3,291		1,710
Unrealized gain/(loss) on interest rate swap cash flow hedges, net of tax of $2, $(14), $1 and $(14), respectively													Unrealized gain/(loss) on interest rate swap cash flow hedges, net of tax of $2, $(14), $1 and $(14), respectively	6		(37)		4		(37)
Total Other Comprehensive Income, net of tax													Total Other Comprehensive Income, net of tax	3,196		1,732		3,423		1,805
Comprehensive Income	$	12,688		$	6,296		$	41,691		$	38,049		Comprehensive Income	$	17,009	$	12,688	$	51,702	$	41,691

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	June 30, 2020			December 31, 2019			Assets	June 30, 2021		December 31, 2020
(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	$	1,499,389		$	1,441,473		Regulated Energy	$	1,643,904	$	1,577,576
Unregulated Energy	277,209			265,209			Unregulated Energy	309,139		300,647
Other businesses and eliminations	39,798			39,850			Other businesses and eliminations	34,767		30,769
Total property, plant and equipment	1,816,396			1,746,532			Total property, plant and equipment	1,987,810		1,908,992
Less: Accumulated depreciation and amortization	(357,303		)	(336,876		)	Less: Accumulated depreciation and amortization	(393,111)		(368,743)
Plus: Construction work in progress	66,267			54,141			Plus: Construction work in progress	78,187		60,929
Net property, plant and equipment	1,525,360			1,463,797			Net property, plant and equipment	1,672,886		1,601,178
Current Assets							Current Assets
Cash and cash equivalents	3,590			6,985			Cash and cash equivalents	5,011		3,499
Trade and other receivables	48,799			50,899			Trade and other receivables	45,206		61,675
Less: Allowance for credit losses	(2,104		)	(1,337		)	Less: Allowance for credit losses	(3,895)		(4,785)
Trade receivables, net	46,695			49,562
Trade and other receivables, net							Trade and other receivables, net	41,311		56,890
Accrued revenue	12,076			20,846			Accrued revenue	13,370		21,527
Propane inventory, at average cost	3,951			5,824			Propane inventory, at average cost	6,076		5,906
Other inventory, at average cost	5,397			6,067			Other inventory, at average cost	6,524		5,539
Regulatory assets	3,625			5,144			Regulatory assets	9,429		10,786
Storage gas prepayments	1,943			3,541			Storage gas prepayments	2,385		2,455
Income taxes receivable	9,827			20,050			Income taxes receivable	8,371		12,885
Prepaid expenses	9,167			13,928			Prepaid expenses	9,497		13,239
Derivative assets, at fair value	1,270			—			Derivative assets, at fair value	8,056		3,269
Other current assets	1,017			2,879			Other current assets	523		436
Total current assets	98,558			134,826			Total current assets	110,553		136,431
Deferred Charges and Other Assets							Deferred Charges and Other Assets
Goodwill	32,684			32,668			Goodwill	38,803		38,731
Other intangible assets, net	7,520			8,129			Other intangible assets, net	7,625		8,292
Investments, at fair value	9,571			9,229			Investments, at fair value	11,745		10,776
Operating lease right-of-use assets	11,546			11,563			Operating lease right-of-use assets	10,020		11,194
Regulatory assets	74,814			73,407			Regulatory assets	109,244		113,806
Receivables and other deferred charges	62,122			49,579			Receivables and other deferred charges	11,464		12,079
Total deferred charges and other assets	198,257			184,575			Total deferred charges and other assets	188,901		194,878
Total Assets	$	1,822,175		$	1,783,198		Total Assets	$	1,972,340	$	1,932,487

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	June 30, 2020			December 31, 2019			Capitalization and Liabilities	June 30, 2021		December 31, 2020
(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)	8,013			7,984			Common stock, par value $0.4867 per share (authorized 50,000,000 shares)	8,550		8,499
Additional paid-in capital	263,272			259,253			Additional paid-in capital	357,520		348,482
Retained earnings	326,454			300,607			Retained earnings	374,936		342,969
Accumulated other comprehensive loss	(4,462		)	(6,267		)
Accumulated other comprehensive income (loss)							Accumulated other comprehensive income (loss)	558		(2,865)
Deferred compensation obligation	5,659			4,543			Deferred compensation obligation	7,203		5,679
Treasury stock	(5,659		)	(4,543		)	Treasury stock	(7,203)		(5,679)
Total stockholders’ equity	593,277			561,577			Total stockholders’ equity	741,564		697,085
Long-term debt, net of current maturities	430,106			440,168			Long-term debt, net of current maturities	498,450		508,499
Total capitalization	1,023,383			1,001,745			Total capitalization	1,240,014		1,205,584
Current Liabilities							Current Liabilities
Current portion of long-term debt	15,600			45,600			Current portion of long-term debt	13,600		13,600
Short-term borrowing	286,405			247,371			Short-term borrowing	169,294		175,644
Accounts payable	46,382			54,069			Accounts payable	49,408		60,253
Customer deposits and refunds	30,707			30,939			Customer deposits and refunds	33,983		33,302
Accrued interest	2,169			2,554			Accrued interest	2,697		2,905
Dividends payable	7,244			6,644			Dividends payable	8,433		7,683
Accrued compensation	9,260			16,236			Accrued compensation	10,767		13,994
Regulatory liabilities	10,328			5,991			Regulatory liabilities	13,911		6,284
Derivative liabilities, at fair value	802			1,844			Derivative liabilities, at fair value	351		127
Other accrued liabilities	20,926			12,076			Other accrued liabilities	19,812		15,240
Total current liabilities	429,823			423,324			Total current liabilities	322,256		329,032
Deferred Credits and Other Liabilities							Deferred Credits and Other Liabilities
Deferred income taxes	193,595			180,656			Deferred income taxes	219,490		205,388
Regulatory liabilities	130,180			127,744			Regulatory liabilities	143,681		142,736
Environmental liabilities	4,520			6,468			Environmental liabilities	3,904		4,299
Other pension and benefit costs	28,185			30,569			Other pension and benefit costs	29,463		30,673
Operating lease - liabilities	10,055			9,896			Operating lease - liabilities	8,719		9,872
Deferred investment tax credits and other liabilities	2,434			2,796			Deferred investment tax credits and other liabilities	4,813		4,903
Total deferred credits and other liabilities	368,969			358,129			Total deferred credits and other liabilities	410,070		397,871
Environmental and other commitments and contingencies (Notes 6 and 7)							Environmental and other commitments and contingencies (Notes 6 and 7)	0		0
Total Capitalization and Liabilities	$	1,822,175		$	1,783,198		Total Capitalization and Liabilities	$	1,972,340	$	1,932,487

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

Table of Contents

Chesapeake Utilities Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended							Six Months Ended
	June 30,							June 30,
	2020			2019				2021		2020
(in thousands)							(in thousands)
Operating Activities							Operating Activities
Net income	$	39,886		$	36,968		Net income	$	48,279	$	39,886
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	24,500			22,684			Depreciation and amortization	30,662		24,500
Depreciation and accretion included in other costs	4,807			4,322			Depreciation and accretion included in other costs	5,061		4,807
Deferred income taxes	12,232			7,746			Deferred income taxes	12,810		12,232
Gain on sale of discontinued operations	(200		)	—			Gain on sale of discontinued operations	0		(200)
Realized gain on commodity contracts and sale of assets	(3,496		)	(572		)	Realized gain on commodity contracts and sale of assets	(5,342)		(3,496)
Unrealized loss (gain) on investments/commodity contracts	130			(1,089		)
Unrealized (gain) loss on investments/commodity contracts							Unrealized (gain) loss on investments/commodity contracts	(988)		130
Employee benefits and compensation	21			764			Employee benefits and compensation	(346)		21
Share-based compensation	2,322			1,095			Share-based compensation	3,315		2,322

Changes in assets and liabilities:							Changes in assets and liabilities:
Accounts receivable and accrued revenue	11,455			51,362			Accounts receivable and accrued revenue	23,664		11,455
Propane inventory, storage gas and other inventory	4,140			6,458			Propane inventory, storage gas and other inventory	(1,085)		4,140
Regulatory assets/liabilities, net	4,133			(1,610		)	Regulatory assets/liabilities, net	7,711		4,133
Prepaid expenses and other current assets	6,016			9,660			Prepaid expenses and other current assets	2,789		6,016
Accounts payable and other accrued liabilities	(1,604		)	(56,902		)	Accounts payable and other accrued liabilities	6,563		(1,604)
Income taxes (payable) receivable	(1,480		)	4,316			Income taxes (payable) receivable	4,514		(1,480)
Customer deposits and refunds	(232		)	(4,316		)	Customer deposits and refunds	681		(232)
Accrued compensation	(7,086		)	(5,365		)	Accrued compensation	(3,397)		(7,086)
Other assets and liabilities, net	(3,866		)	(946		)	Other assets and liabilities, net	(675)		(3,866)
Net cash provided by operating activities	91,678			74,575			Net cash provided by operating activities	134,216		91,678
Investing Activities							Investing Activities
Property, plant and equipment expenditures	(82,779		)	(90,443		)	Property, plant and equipment expenditures	(104,631)		(82,779)
Proceeds from sale of assets	4,273			207			Proceeds from sale of assets	497		4,273

Proceeds from the sale of discontinued operations	200			—			Proceeds from the sale of discontinued operations	0		200
Environmental expenditures	(1,948		)	(644		)	Environmental expenditures	(395)		(1,948)
Net cash used in investing activities	(80,254		)	(90,880		)	Net cash used in investing activities	(104,529)		(80,254)
Financing Activities							Financing Activities
Common stock dividends	(12,976		)	(11,759		)	Common stock dividends	(15,047)		(12,976)
Issuance (repurchase) of stock under the Dividend Reinvestment Plan	359			(368		)
Issuance of stock under the Dividend Reinvestment Plan, net of offering fees							Issuance of stock under the Dividend Reinvestment Plan, net of offering fees	4,799		359
Tax withholding payments related to net settled stock compensation	(977		)	(692		)	Tax withholding payments related to net settled stock compensation	(1,478)		(977)
Change in cash overdrafts due to outstanding checks	(3,431		)	548			Change in cash overdrafts due to outstanding checks	(1,101)		(1,690)
Net borrowings under line of credit agreements	42,319			6,220
Proceeds from issuance of long-term debt, net of offering fees	(13		)	29,956
Repayment of long-term debt and capital lease obligation	(40,100		)	(6,435		)
Net cash (used) provided by financing activities	(14,819		)	17,470
Net (Decrease) Increase in Cash and Cash Equivalents	(3,395		)	1,165
Net advances (repayments) under line of credit agreements							Net advances (repayments) under line of credit agreements	(5,249)		40,578
Repayment of long-term debt, net of offering fees							Repayment of long-term debt, net of offering fees	0		(13)
Repayment of long-term debt							Repayment of long-term debt	(10,099)		(40,100)
Net cash used in financing activities							Net cash used in financing activities	(28,175)		(14,819)
Net Increase (Decrease) in Cash and Cash Equivalents							Net Increase (Decrease) in Cash and Cash Equivalents	1,512		(3,395)
Cash and Cash Equivalents—Beginning of Period	6,985			6,089			Cash and Cash Equivalents—Beginning of Period	3,499		6,985
Cash and Cash Equivalents—End of Period	$	3,590		$	7,254		Cash and Cash Equivalents—End of Period	$	5,011	$	3,590

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

Table of Contents

Chesapeake Utilities Corporation and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)


	Common Stock ⁽¹⁾																					Common Stock (1)
(in thousands, except shares and per share data)	Number of Shares⁽²⁾	Par Value		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Deferred Compensation		Treasury Stock			Total			(in thousands, except shares and per share data)	Number of Shares(2)	Par Value		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Deferred Compensation		Treasury Stock		Total
Balance at March 31, 2019	16,397,017	$	7,980	$	255,307		$	284,111		$	(3,739	)	$	4,376	$	(4,376	)	$	543,659
Balance at March 31, 2020																					Balance at March 31, 2020	16,433,105	$	7,998	$	259,521	$	322,804	$	(6,194)	$	5,468	$	(5,468)	$	584,129
Net income	—	—		—			8,304			—			—		—			8,304			Net income	—	—		—		10,956		—		—		—		10,956
Other comprehensive loss	—	—		—			—			(2,008		)	—		—			(2,008		)
Dividend declared ($0.4050 per share)	—	—		—			(6,653		)	—			—		—			(6,653		)
Other comprehensive gain																					Other comprehensive gain	—	—		—		—		1,732		—		—		1,732
Dividend declared ($0.440 per share)																					Dividend declared ($0.440 per share)	—	—		—		(7,306)		—		—		—		(7,306)
Dividend reinvestment plan	—	—		(1		)	—			—			—		—			(1		)	Dividend reinvestment plan	21,833	11		1,921		—		—		—		—		1,932
Share-based compensation and tax benefit ⁽³⁾⁽⁴⁾	6,759	4		1,079			—			—			—		—			1,083			Share-based compensation and tax benefit (3)(4)	8,870	4		1,830		—		—		—		—		1,834
Treasury stock activities	—	—		—			—			—			318		(318		)	—
Balance at June 30, 2019	16,403,776	$	7,984	$	256,385		$	285,762		$	(5,747	)	$	4,694	$	(4,694	)	$	544,384

Balance at December 31, 2018	16,378,545	$	7,971	$	255,651		$	261,530		$	(6,713	)	$	3,854	$	(3,854	)	$	518,439
Net income	—	—		—			36,968			—			—		—			36,968
Prior period reclassification	—	—		—			115			(115		)	—		—			—
Other comprehensive income	—	—		—			—			1,081			—		—			1,081
Dividend declared ($0.775 per share)	—	—		—			(12,851		)	—			—		—			(12,851		)
Dividend reinvestment plan	—	—		(2		)	—			—			—		—			(2		)
Share-based compensation and tax benefit ⁽³⁾⁽⁴⁾	25,231	13		736			—			—			—		—			749
Treasury stock activities	—	—		—			—			—			840		(840		)	—
Balance at June 30, 2019	16,403,776	$	7,984	$	256,385		$	285,762		$	(5,747	)	$	4,694	$	(4,694	)	$	544,384

Balance at March 31, 2020	16,433,105	$	7,998	$	259,521		$	322,804		$	(6,194	)	$	5,468	$	(5,468	)	584,129
Net income	—	—		—			10,956			—			—		—			10,956
Other comprehensive income	—	—		—			—			1,732			—		—			1,732
Dividend declared ($0.440 per share)	—	—		—			(7,306		)	—			—		—			(7,306		)
Retirement Savings Plan and Dividend Reinvestment Plan	21,833	11		1,921			—			—			—		—			1,932
Share-based compensation and tax benefit ⁽³⁾ ⁽⁴⁾	8,870	4		1,830			—			—			—		—			1,834
Treasury stock activities	—	—		—			—			—			191		(191		)	—			Treasury stock activities	—	—		—		—		—		191		(191)		—
Balance at June 30, 2020	16,463,808	$	8,013	$	263,272		$	326,454		$	(4,462	)	$	5,659	$	(5,659	)	$	593,277		Balance at June 30, 2020	16,463,808	$	8,013	$	263,272	$	326,454	$	(4,462)	$	5,659	$	(5,659)	$	593,277

Balance at December 31, 2019	16,403,776	$	7,984	$	259,253		$	300,607		$	(6,267	)	$	4,543	$	(4,543	)	$	561,577		Balance at December 31, 2019	16,403,776	$	7,984	$	259,253	$	300,607	$	(6,267)	$	4,543	$	(4,543)	$	561,577
Net income	—	—		—			39,886			—			—		—			39,886			Net income	—	—		—		39,886		—		—		—		39,886
Other comprehensive income	—	—		—			—			1,805			—		—			1,805			Other comprehensive income	—	—		—		—		1,805		—		—		1,805
Dividend declared ($0.8450 per share)	—	—		—			(14,009		)	—			—		—			(14,009		)
Retirement Savings Plan and Dividend Reinvestment Plan	25,576	13		2,273			—			—			—		—			2,286
Dividend declared ($0.845 per share)																					Dividend declared ($0.845 per share)	—	—		—		(14,009)		—		—		—		(14,009)
Dividend reinvestment plan																					Dividend reinvestment plan	25,576	13		2,273		—		—		—		—		2,286
Share-based compensation and tax benefit ⁽³⁾ ⁽⁴⁾	34,456	16		1,746			—			—			—		—			1,762			Share-based compensation and tax benefit (3) (4)	34,456	16		1,746		—		—		—		—		1,762
Treasury stock activities	—	—		—			—			—			1,116		(1,116		)	—			Treasury stock activities	—	—		—		—		—		1,116		(1,116)		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 June 30, 2020	16,463,808	$	8,013	$	263,272		$	326,454		$	(4,462	)	$	5,659	$	(5,659	)	$	593,277		Balance at June 30, 2020	16,463,808	$	8,013	$	263,272	$	326,454	$	(4,462)	$	5,659	$	(5,659)	$	593,277

Balance at March 31, 2021																					Balance at March 31, 2021	17,521,493	$	8,528	$	350,875	$	369,623	$	(2,638)	$	6,992	$	(6,992)	$	726,388
Net income																					Net income	—	—		—		13,813		—		—		—		13,813
Other comprehensive income																					Other comprehensive income	—	—		—		—		3,196		—		—		3,196
Dividend declared ($0.480 per share)																					Dividend declared ($0.480 per share)	—	—		—		(8,500)		—		—		—		(8,500)
Dividend reinvestment plan																					Dividend reinvestment plan	39,605	19		4,602		—		—		—		—		4,621
Share-based compensation and tax benefit (3) (4)																					Share-based compensation and tax benefit (3) (4)	6,830	3		2,043		—		—		—		—		2,046
Treasury stock activities																					Treasury stock activities	—	—		—		—		—		211		(211)		0
Balance at June 30, 2021																					Balance at June 30, 2021	17,567,928	$	8,550	$	357,520	$	374,936	$	558	$	7,203	$	(7,203)	$	741,564

Balance at December 31, 2020																					Balance at December 31, 2020	17,461,841	8,499		348,482		342,969		(2,865)		5,679		(5,679)		$	697,085
Net income																					Net income	—	—		—		48,279		—		—		—		48,279
Other comprehensive income																					Other comprehensive income	—	—		—		—		3,423		—		—		3,423
Dividend declared ($0.920 per share)																					Dividend declared ($0.920 per share)	—	—		—		(16,312)		—		—		—		(16,312)
Dividend reinvestment plan																					Dividend reinvestment plan	60,116	29		6,806		—		—		—		—		6,835
Share-based compensation and tax benefit (3) (4)																					Share-based compensation and tax benefit (3) (4)	45,971	22		2,232		—		—		—		—		2,254
Treasury stock activities																					Treasury stock activities	—	—		—		—		—		1,524		(1,524)		0
Balance at June 30, 2021																					Balance at June 30, 2021	17,567,928	$	8,550	$	357,520	$	374,936	$	558	$	7,203	$	(7,203)	$	741,564


~~(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 107,141 shares at June 30, 2020,~~

(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 117,193, 105,087, 107,141, and 95,329 shares at June 30, 2021, December 31, 2020, June 30, 2020 and December 31, 2019, ~~105,409 shares at June 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 six months ended June 30, 2020 and 2019, we withheld 10,319 and 7,635 shares, respectively, for employee taxes.~~

(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 six months ended June 30, 2021 and 2020, we withheld 14,020 and 10,319 shares, respectively, for employee taxes.

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

Table of Contents

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.~~2020. 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 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 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 the fourth quarter of 2019, we closed on 4 separate transactions to sell PESCO's assets and contracts. As a result of 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~~

Effects of COVID-19

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 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 ~~impact~~impacted economic conditions in the United ~~States. We are~~States in 2020 and continued into 2021. Chesapeake Utilities is considered an “essential business,” which ~~allows~~has allowed us to continue ~~our~~ operational activities and construction projects while adhering to the social distancing restrictions ~~remain~~that were in place. ~~In response~~At this time, restrictions continue to be lifted as vaccines have become more available in the United States. For example, the state of emergency in Florida was terminated in May 2021 followed by Delaware and Maryland in July 2021, resulting in reduced restrictions. Despite these positive state orders and in light of the continued emergence and growing prevalence of the new variants of COVID-19, ~~pandemic and related restrictions,~~ we ~~implemented~~continue to operate under 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. Impacts from the restrictions imposed in our service territories and the implementation of our pandemic response plan, included reduced energy consumption primarily in the commercial and industrial sectors, incremental expenses associated with COVID-19 including protective personal equipment, premium pay for field employees and higher bad debt expense. The additional operating expenses we incurred support the ongoing delivery of our essential services during these unprecedented times. The negative impact was partially offset by reduced federal income tax expense recognized in connection with implementation of the CARES Act and lower short-term borrowing costs resulting from a decrease in interest rates. 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 Delaware and Maryland PSCs. In Florida, the PSC requires utility companies seeking regulatory asset treatment for COVID-19 related expenses to individually file a formal petition for consideration. We are committed to communicating timely updates and will continue to monitor developments affecting ~~our~~ employees, customers, suppliers, stockholders and take ~~additional~~all 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, and update and communicate the ongoing financial impact on our results once determined.~~communities. Refer to Note 5, Rates and Other Regulatory Activities, for further information on the ~~potential deferral~~regulated assets established as a result of the incremental expenses incurred associated with COVID-19.

FASB Statements and Other Authoritative Pronouncements

~~Recently Adopted Accounting Standards~~

There are no new accounting pronouncements issued that are applicable to us.

Table of Contents

2. Calculation of Earnings Per Share


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
(in thousands, except shares and per share data)
Calculation of Basic Earnings Per Share:
Income from Continuing Operations	$	13,815	$	10,661	$	48,287	$	39,702
Income/(Loss) from Discontinued Operations	(2)		295		(8)		184
Net Income	$	13,813	$	10,956	$	48,279	$	39,886

Weighted average shares outstanding	17,546,346		16,448,490		17,516,273		16,431,724
Basic Earnings Per Share from Continuing Operations	$	0.79	$	0.65	$	2.76	$	2.42
Basic Earnings Per Share from Discontinued Operations	0		0.02		0		0.01
Basic Earnings Per Share	$	0.79	$	0.67	$	2.76	$	2.43

Calculation of Diluted Earnings Per Share:
Reconciliation of Denominator:
Weighted shares outstanding—Basic	17,546,346		16,448,490		17,516,273		16,431,724
Effect of dilutive securities—Share-based compensation	70,150		55,113		68,733		56,083
Adjusted denominator—Diluted	17,616,496		16,503,603		17,585,006		16,487,807
Diluted Earnings Per Share from Continuing Operations	$	0.78	$	0.64	$	2.75	$	2.41
Diluted Earnings Per Share from Discontinued Operations	0		0.02		0		0.01
Diluted Earnings Per Share	$	0.78	$	0.66	$	2.75	$	2.42

~~Financial Instruments - Credit Losses (ASC 326)~~

3. Acquisitions

Escambia Meter Station Asset Purchase -

In June ~~2016,~~2021, Peninsula Pipeline purchased the ~~FASB issued ASU 2016-13,~~ ~~Measurement~~Escambia Meter Station from Florida Power and Light for $7.5 million and entered into a Transportation Service Agreement with Gulf Power Company to provide up to 530,000 Dts/d of ~~Credit Losses on Financial Instruments~~,firm service from an interconnect with FGT to Florida Power & Light Company’s Crist Lateral pipeline which ~~changes how entities account for credit losses for most financial~~provide gas supply to a natural gas fired power plant owned by Florida Power & Light in Pensacola, Florida.

Acquisition of Western Natural Gas

In October 2020, Sharp acquired certain propane operating assets ~~and certain other instruments, and subsequent guidance~~of Western Natural Gas, which ~~served to clarify or amend the original standard. ASU 2016-13~~provides propane distribution service throughout Jacksonville, Florida and the ~~related amendments require entities to estimate lifetime expected credit losses~~surrounding communities, for ~~trade receivables and to provide additional disclosure~~approximately $6.7 million, net of cash acquired. Additionally, the purchase price included $0.3 million of working capital. We recorded contingent consideration of $0.3 million related to ~~credit losses.~~the seller's adherence to various provisions contained in the purchase agreement through the first anniversary of the transaction closing. We ~~adopted ASU 2016-13 on January 1, 2020~~accounted for this acquisition 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) expanded our propane territory serviced in Florida and (ii) included an established customer base with additional opportunities for future growth.

In connection with this acquisition, we recorded ~~an immaterial cumulative effect~~$3.5 million in ~~retained earnings as~~property plant and equipment, $1.4 million in intangible assets associated with customer relationships and non-compete agreements and $1.8 million in goodwill, all of ~~that date. As a result, prior period financial information has not been recast~~which is deductible for income tax purposes. The amounts recorded in conjunction with the acquisition are preliminary, and ~~continues~~subject to ~~be reported under the accounting guidance that was effective during those periods.~~

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 isadjustment based on ~~five years of historical collections experience, a review of current economic and operating conditions~~contractual provisions. The purchase price allocation will be finalized 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 services business units consist of our natural gas pipelines and our mobile compressed 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~~fourth quarter of ~~2020, COVID-19 began to rapidly spread within~~2021. For the ~~United States. Federal, state~~three months ended June 30, 2021, Western Natural Gas generated operating revenue and ~~local governments throughout the country imposed restrictions to promote social distancing to slow the spread~~income of ~~the virus, which has also had the effect of limiting commercial activity. These measures have resulted in significant job losses~~$0.6 million and a slowing of economic activity across the United States and in the areas that we serve. We have been identified as an “essential business,” which allowed us to continue operational activity and construction projects with social distancing restrictions in place. We have considered the impact of COVID-19 for$0.1 million, respectively. For the six months ended June 30, ~~2020, monitored developments that impact our customers’ ability to pay~~2021, Western Natural Gas generated operating revenue and ~~have revised our estimates~~income of ~~expected credit losses.~~$1.4 million and $0.3 million, respectively.

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 June 30, 2020:

(in thousands)
Balance at December 31, 2019 $ 1,337
Additions:
Provision for credit losses 794
Recoveries 450
Deductions:
Write offs (477 )
Balance at June 30, 2020 $ 2,104

~~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 beginning January 1, 2020 and, since~~

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~~the changes only impacted disclosures, its adoption did not have a material impact on our financial position or results of operations.~~

~~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 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 Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(in thousands, except shares and per share data)
Calculation of Basic Earnings Per Share:
Income from Continuing Operations $ 10,661
$ 8,914
$ 39,702
$ 37,725
Income (Loss) from Discontinued Operations 295
(610 ) 184
(757 )
Net Income $ 10,956
$ 8,304
$ 39,886
$ 36,968

Weighted average shares outstanding 16,448,490
16,401,028
16,431,724
16,393,022
Basic Earnings Per Share from Continuing Operations $ 0.65
$ 0.55
$ 2.42
$ 2.31
Basic Earnings (Loss) Per Share from Discontinued Operations 0.02
(0.04 ) 0.01
(0.05 )
Basic Earnings Per Share $ 0.67
$ 0.51
$ 2.43
$ 2.26

Calculation of Diluted Earnings Per Share:
Reconciliation of Denominator:
Weighted shares outstanding—Basic 16,448,490
16,401,028
16,431,724
16,393,022
Effect of dilutive securities—Share-based compensation 55,113
44,715
56,083
46,311
Adjusted denominator—Diluted 16,503,603
16,445,743
16,487,807
16,439,333
Diluted Earnings Per Share from Continuing Operations $ 0.64
$ 0.54
$ 2.41
$ 2.30
Diluted Earnings (Loss) Per Share from Discontinued Operations 0.02
(0.04 ) 0.01
(0.05 )
Diluted Earnings Per Share $ 0.66
$ 0.50
$ 2.42
$ 2.25


3.	~~Acquisitions and Divestitures~~

~~Pending~~ Acquisition of Elkton Gas

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In July 2020, we 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. The~~Maryland for approximately, $15.6 million, net of cash acquired. Additionally, the purchase price ~~is approximately $15.0 million.~~included $0.6 million of working capital. Elkton Gas’ territory is contiguous to our franchised service territory in Cecil County, Maryland. ~~Elkton Gas will continue to operate out of its existing office with the same local personnel who are also expected to serve our existing franchised service territory in Cecil County.~~

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~~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 including it: (i) overlays with the pending 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~~$15.9 million in property, plant and equipment, ~~$5.1~~$0.6 million in ~~intangible assets associated with customer relationships~~accounts receivable, $2.6 million in other liabilities, $2.6 million in regulatory liabilities and ~~non-compete agreements and $11.2~~$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 and~~provisions. The purchase price allocation will be finalized in the ~~fourth~~third quarter of ~~2020.~~2021. For the three months ended June 30, ~~2020, Boulden~~2021, Elkton Gas generated operating revenue and income of ~~$0.8~~$0.5 million and ~~$0.1~~$0.3 million, respectively. For the six months ended June 30, ~~2020, Boulden~~2021, Elkton Gas generated operating revenue and income of ~~$3.6~~$3.1 million and ~~$1.4~~$0.9 million, respectively.

~~Divestiture of PESCO~~

During the fourth quarter of 2019, we sold PESCO's assets and contracts in 4 separate transactions and exited the natural gas marketing business. As a result of the sales agreements, we began to report PESCO as discontinued operations during the third quarter of 2019, 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 $23.1 million in cash consideration from the buyers, inclusive of working capital of $8.0 million and recognized total pre-tax gain of $7.5 million ($5.5 million after tax) in connection with these transactions, $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 six months ended June 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.

~~A summary of discontinued operations presented in the condensed consolidated statements of income includes the following:~~

Three Months Six Months
June 30, June 30,
(in thousands) 2020 2019 2020 2019
Operating revenues⁽¹⁾
$ 3
$ 41,280
$ 23
$ 118,302
Cost of sales⁽¹⁾
10
40,539
1
115,701
Other operating expenses 39
1,470
197
3,460
Operating loss (46 ) (729 ) (175 )
(859 )
Interest and other expense (6 ) (101 ) (29 ) (166 )
Loss from Discontinued Operations before income taxes (52 ) (830 ) (204 )
(1,025 )
Gain on sale of Discontinued Operations 200
—
200

Income tax benefit (147 ) (220 ) (188 ) (268 )
Gain (Loss) from Discontinued Operations, Net of Tax $ 295
$ (610 ) $ 184

$ (757 )

⁽¹⁾ Included in operating revenues and cost of sales for the three and six months ended June 30, 2019, is $4.9 million and $14.8 million, respectively, representing amounts which had been previously eliminated in consolidation related to intercompany activity that continued 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 June 30, 2020 and December 31, 2019.

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We have elected not to separately disclose discontinued operations on the condensed consolidated statements of cash flows. The following table summarizes significant statements of cash flows data related to the discontinued operations of PESCO:

(in thousands) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
Depreciation and amortization $ 146
$ 291
Deferred income taxes $ (1,021 ) $ 375
Realized loss on commodity contracts $ (97 ) $ (681 )

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 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 June 30, ~~2020~~2021 and ~~2019:~~2020:

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	Three months ended June 30, 2020												Three Months Ended June 30, 2019													Three months ended June 30, 2021								Three months ended June 30, 2020
(in thousands)	Regulated Energy			Unregulated Energy			Other and Eliminations			Total			Regulated Energy			Unregulated Energy			Other and Eliminations			Total			(in thousands)	Regulated Energy		Unregulated Energy		Other and Eliminations		Total		Regulated Energy		Unregulated Energy		Other and Eliminations		Total
Energy distribution																									Energy distribution
Delaware natural gas division	$	11,758		$	—		$	—		$	11,758		$	8,256		$	—		$	—		$	8,256		Delaware natural gas division	$	10,068	$	—	$	—	$	10,068	$	11,758	$	—	$	—	$	11,758
Florida natural gas division	7,231			—			—			7,231			7,015			—			—			7,015			Florida natural gas division	8,446		—		—		8,446		7,231		—		—		7,231
FPU electric distribution	15,701			—			—			15,701			20,464			—			—			20,464			FPU electric distribution	18,898		—		—		18,898		15,701		—		—		15,701
FPU natural gas distribution	19,498			—			—			19,498			18,663			—			—			18,663			FPU natural gas distribution	23,159		—		—		23,159		19,498		—		—		19,498
Maryland natural gas division	3,979			—			—			3,979			3,186			—			—			3,186			Maryland natural gas division	3,224		—		—		3,224		3,979		—		—		3,979
Sandpiper natural gas/propane operations	2,858			—			—			2,858			3,482			—			—			3,482			Sandpiper natural gas/propane operations	3,814		—		—		3,814		2,858		—		—		2,858
Elkton Gas																									Elkton Gas	1,195		—		—		1,195		—		—		—		—
Total energy distribution	61,025			—			—			61,025			61,066			—			—			61,066			Total energy distribution	68,804		—		—		68,804		61,025		—		—		61,025

Energy transmission																									Energy transmission
Aspire Energy	—			4,555			—			4,555			—			5,422			—			5,422			Aspire Energy	—		5,578		—		5,578		—		4,554		—		4,554
Aspire Energy Express																									Aspire Energy Express	47		—		—		47		—		—		—		—
Eastern Shore	18,277			—			—			18,277			17,740			—			—			17,740			Eastern Shore	18,617		—		—		18,617		18,277		—		—		18,277
Peninsula Pipeline	5,361			—			—			5,361			3,565			—			—			3,565			Peninsula Pipeline	6,610		—		—		6,610		5,361		—		—		5,361
Total energy transmission	23,638			4,555			—			28,193			21,305			5,422			—			26,727			Total energy transmission	25,274		5,578		—		30,852		23,638		4,554		—		28,192

Energy generation																									Energy generation
Eight Flags	—			3,694			—			3,694			—			4,235			—			4,235			Eight Flags	—		4,173		—		4,173		—		3,694		—		3,694

Propane operations																									Propane operations
Propane delivery operations	—			17,260			—			17,260			—			17,488			—			17,488			Propane delivery operations	—		23,098		—		23,098		—		17,260		—		17,260

Energy delivery services																									Energy delivery services
Marlin Gas Services	—			2,248			—			2,248			—			1,108			—			1,108			Marlin Gas Services	—		1,989		—		1,989		—		2,248		—		2,248

Other and eliminations																									Other and eliminations
Eliminations	(11,145		)	(16		)	(4,340		)	(15,501		)	(8,968		)	(2,628		)	(4,618		)	(16,214		)	Eliminations	(13,168)		(65)		(4,734)		(17,967)		(11,145)		(16)		(4,340)		(15,501)
Other	—			—			132			132			—			—			132			132			Other	—		0		133		133		—		0		133		133
Total other and eliminations	(11,145		)	(16		)	(4,208		)	(15,369		)	(8,968		)	(2,628		)	(4,486		)	(16,082		)	Total other and eliminations	(13,168)		(65)		(4,601)		(17,834)		(11,145)		(16)		(4,207)		(15,368)

Total operating revenues⁽¹⁾	$	73,518		$	27,741		$	(4,208	)	$	97,051		$	73,403		$	25,625		$	(4,486	)	$	94,542		Total operating revenues (1)	$	80,910	$	34,773	$	(4,601)	$	111,082	$	73,518	$	27,740	$	(4,207)	$	97,051

⁽¹⁾ Total operating revenues for the three months ended June 30, ~~2020,~~2021, include other revenue (revenues from sources other than contracts with customers) of $0.1 million and ~~$0.04~~$0.09 million for our Regulated and Unregulated Energy segments, respectively, and ~~$(0.3)~~$0.1 million and ~~$0.1~~$0.04 million for our Regulated and Unregulated Energy segments, respectively, for the three months ended June 30, ~~2019.~~2020. 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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The following table displays our revenue from continuing operations by major source based on product and service type for the six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:

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	Six months ended June 30, 2020												Six months ended June 30, 2019													Six months ended June 30, 2021								Six months ended June 30, 2020
(in thousands)	Regulated Energy			Unregulated Energy			Other and Eliminations			Total			Regulated Energy			Unregulated Energy			Other and Eliminations			Total			(in thousands)	Regulated Energy		Unregulated Energy		Other and Eliminations		Total		Regulated Energy		Unregulated Energy		Other and Eliminations		Total
Energy distribution																									Energy distribution
Delaware natural gas division	$	38,325		$	—		$	—		$	38,325		$	35,805		$	—		$	—		$	35,805		Delaware natural gas division	$	43,340	$	—	$	—	$	43,340	$	38,325	$	—	$	—	$	38,325
Florida natural gas division	15,708			—			—			15,708			14,915			—			—			14,915			Florida natural gas division	17,402		—		—		17,402		15,708		—		—		15,708
FPU electric distribution	29,920			—			—			29,920			34,842			—			—			34,842			FPU electric distribution	37,449		—		—		37,449		29,920		—		—		29,920
FPU natural gas distribution	44,942			—			—			44,942			42,449			—			—			42,449			FPU natural gas distribution	50,020		—		—		50,020		44,942		—		—		44,942
Maryland natural gas division	13,117			—			—			13,117			13,233			—			—			13,233			Maryland natural gas division	13,690		—		—		13,690		13,117		—		—		13,117
Sandpiper natural gas/propane operations	9,150			—			—			9,150			10,564			—			—			10,564			Sandpiper natural gas/propane operations	11,885		—		—		11,885		9,150		—		—		9,150
Elkton Gas																									Elkton Gas	3,830		—		—		3,830		—		—		—		—
Total energy distribution	151,162			—			—			151,162			151,808			—			—			151,808			Total energy distribution	177,616		—		—		177,616		151,162		—		—		151,162

Energy transmission																									Energy transmission
Aspire Energy	—			14,336			—			14,336			—			18,892			—			18,892			Aspire Energy	—		18,484		—		18,484		—		14,335		—		14,335
Aspire Energy Express																									Aspire Energy Express	93		—		—		93		—		—		—		—
Eastern Shore	37,556			—			—			37,556			36,796			—			—			36,796			Eastern Shore	38,589		—		—		38,589		37,556		—		—		37,556
Peninsula Pipeline	10,185			—			—			10,185			7,131			—			—			7,131			Peninsula Pipeline	13,077		—		—		13,077		10,185		—		—		10,185
Total energy transmission	47,741			14,336			—			62,077			43,927			18,892			—			62,819			Total energy transmission	51,759		18,484		—		70,243		47,741		14,335		—		62,076

Energy generation																									Energy generation
Eight Flags	—			8,017			—			8,017			—			8,377			—			8,377			Eight Flags	—		8,502		—		8,502		—		8,017		—		8,017

Propane operations																									Propane operations
Propane delivery operations	—			55,883			—			55,883			—			64,017			—			64,017			Propane delivery operations	—		78,361		—		78,361		—		55,882		—		55,882

Energy delivery services																									Energy delivery services
Marlin Gas Services	—			3,557			—			3,557			—			3,541			—			3,541			Marlin Gas Services	—		4,340		—		4,340		—		3,557		—		3,557

Other and eliminations																									Other and eliminations
Eliminations	(22,430		)	(40		)	(8,749		)	(31,219		)	(18,714		)	(8,123		)	(8,984		)	(35,821		)	Eliminations	(27,268)		(156)		(9,635)		(37,059)		(22,430)		(39)		(8,749)		(31,218)
Other	—			—			264			264			—			—			264			264			Other			0		265		265		—		0		265		265
Total other and eliminations	(22,430		)	(40		)	(8,485		)	(30,955		)	(18,714		)	(8,123		)	(8,720		)	(35,557		)	Total other and eliminations	(27,268)		(156)		(9,370)		(36,794)		(22,430)		(39)		(8,484)		(30,953)

Total operating revenues⁽¹⁾	$	176,473		$	81,753		$	(8,485	)	$	249,741		$	177,021		$	86,704		$	(8,720	)	$	255,005		Total operating revenues (1)	$	202,107	$	109,531	$	(9,370)	$	302,268	$	176,473	$	81,752	$	(8,484)	$	249,741

⁽¹⁾ Total operating revenues for the six months ended June 30, ~~2020,~~2021, include other revenue (revenues from sources other than contracts with customers) of ~~$0.8~~$(0.2) million and ~~$0.1~~$0.2 million for our Regulated and Unregulated Energy segments, respectively, and ~~$(0.2)~~$0.8 million and ~~$0.2~~$0.1 million for our Regulated and Unregulated Energy segments, respectively, for the six months ended June 30, ~~2019.~~2020. 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 June 30, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows:

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 6/30/2020 35,764
18
4,338
347
Increase (decrease) $ (11,666 ) $ —
$ 873
$ (242 )


	Trade Receivables		Contract Assets (Current)		Contract Assets (Non-current)		Contract Liabilities (Current)
(in thousands)
Balance at 12/31/2020	$	55,600	$	18	$	4,816	$	644
Balance at 6/30/2021	37,341		18		5,179		342
Increase (decrease)	$	(18,259)	$	0	$	363	$	(302)

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 sheet. Our non-current contract assets are included in other assets in the condensed consolidated balance sheet 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 June 30, ~~2020~~2021 and ~~2019,~~2020, we recognized revenue of $0.2 million. For each of the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, we recognized revenue of $0.6 ~~million and $0.5 million, respectively.~~million.

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 June 30, ~~2020,~~2021, are expected to be recognized as follows:


(in thousands)	2021		2022		2023		2024		2025		2026		2027 and thereafter
Eastern Shore and Peninsula Pipeline	$	18,561	$	31,914	$	24,570	$	22,402	$	21,550	$	20,494	$	176,316
Natural gas distribution operations	3,005		6,501		6,039		5,807		5,266		5,062		33,448
FPU electric distribution	489		652		652		652		275		275		550
Total revenue contracts with remaining performance obligations	$	22,055	$	39,067	$	31,261	$	28,861	$	27,091	$	25,831	$	210,314

(in thousands) 2020 2021 2022 2023 2024 2025 2026 and thereafter
Eastern Shore and Peninsula Pipeline $ 19,059
$ 35,720
$ 28,513
$ 22,930
$ 20,641
$ 19,283
$ 175,743
Natural gas distribution operations 1,950
4,124
5,167
4,936
4,699
4,166
32,996
FPU electric distribution 283
566
566
566
566
275
825
Total revenue contracts with remaining performance obligations $ 21,292
$ 40,410
$ 34,246
$ 28,432
$ 25,906
$ 23,724
$ 209,564

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 and Aspire Energy Express, our intrastate pipeline ~~subsidiary, is~~subsidiaries, are subject to regulation (excluding cost of service) by the Florida ~~PSC.~~PSC and Public Utilities Commission of Ohio, respectively.

Delaware

~~CGS:~~

There were no material regulatory activities in the second quarter of 2021.

Maryland

Strategic Infrastructure Development and Enhancement (“STRIDE”) plan:In ~~August 2019, we~~March 2021, Elkton Gas filed a strategic infrastructure development and enhancement plan 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 CGSMaryland PSC. The STRIDE plan proposes to natural gas service. We proposed to acquire each CGS one at a time and to pay replacement cost for each CGS system. In addition, we requested authorization to pay for and capitalize the CGS residents’ behind-

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~~the-meter conversion costs. Our existing natural gas customers will be protected against subsidizing~~increase the ~~acquisitions~~speed of Elkton Gas' Aldyl-A pipeline replacement program and ~~conversions~~to recover the costs of the ~~CGS systems because~~plan in the form of fixed charge rider through a proposed five-year surcharge. Under Elkton Gas’ proposed STRIDE plan, the Aldyl-A pipelines would be replaced by 2023. In June 2021, we ~~will complete only those systems that meet our economic test. In September 2019,~~reached a settlement with the ~~Delaware~~Maryland PSC ~~issued an order to open a docket for the purpose of reviewing our application~~Staff and ~~to conduct evidentiary hearings on the matter. A final order was approved by the Delaware PSC in June 2020.~~

~~Maryland~~

~~Approval of the Elkton Gas Acquisition:~~In December 2019, we entered into an agreement with SJI to acquire its subsidiary, Elkton Gas, which provides natural gas distribution service to approximately 7,000 residential and commercial customers within a franchised area of Cecil County, Maryland. Upon completion of the transaction, Elkton Gas will become our wholly-owned subsidiary. Elkton Gas territory is contiguous to our franchised service territory in Cecil County, Maryland. In May 2020, we, the Maryland Office of ~~People’s Counsel and~~ the ~~Maryland PSC staff reached a~~Peoples Counsel. The settlement agreement ~~with regard to our acquisition of Elkton Gas. The parties participated in an evidentiary hearing before the~~is currently being reviewed by a Maryland Public Utilities Law Judge, ~~providing testimony in support of the proposed settlement agreement. On June 29, 2020, the Maryland PSC issued~~who must issue a final recommendation to the Commission. A final order ~~approving the settlement agreement. The acquisition was closed~~is expected in ~~July 2020. We expect Elkton Gas will continue to operate out of its existing office with the same local personnel.~~August 2021.

~~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 in December 2019. The application was approved in June 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 hurricane~~Florida 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 reviewed by the Florida PSC for regulatory asset treatment have been 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. We have 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 at~~limited proceeding.In September 2020, the Florida PSC ~~Agenda~~approved 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)refund the over-collection of interim rates through the fuel clause; (b) record regulatory assets for storm costs in ~~September~~the amount of $45.8 million including interest which will be amortized over six years; (c) recover these storm costs through a surcharge for a total of $7.7 million annually; and (d) 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 was joined to the ~~open docket regarding~~ Hurricane Michael docket, and ~~is currently on the schedule for hearing~~was approved at the Florida PSC ~~agenda~~Agenda in September 2020. The approved rates were retroactively applied effective January 1, 2020.

West 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

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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. We expect to complete the remainder of the project in phases through the ~~second~~fourth quarter of 2021.

~~Callahan~~

Winter Haven Expansion Project: In May 2021, Peninsula Pipeline ~~Nassau County:~~filed a petition with the Florida PSC for approval of its Transportation Service Agreement with CFG for an incremental 6,800 Dts/d of firm service in the Winter Haven, Florida area. As part of this agreement, Peninsula Pipeline will construct a new interconnect with FGT and a new regulator station for CFG. CFG will use the additional firm service to support new incremental load due to growth in the area, including providing service to a new can manufacturing facility, as well as provide reliability and operational benefits to CFG’s existing distribution system in the area. In connection with Peninsula Pipeline’s new regulator station, CFG is also extending its distribution system to connect to the new station.

Escambia Meter Station: In June 2021, Peninsula Pipeline purchased the Escambia Meter Station from Florida Power and Light and entered into a Transportation Service Agreement with Gulf Power Company to provide up to 530,000 Dts/d of firm service from an interconnect with FGT to Florida Power & Light Company’s Crist Lateral pipeline, which provides gas supply to their natural gas fired power plant owned by Florida Power & Light in Pensacola,

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Florida. As required by Peninsula Pipeline’s tariff and Florida Statutes, Peninsula Pipeline filed the required company and customer affidavits with the Florida PSC in June 2021.

Beachside Pipeline Extension: In June 2021, Peninsula Pipeline and ~~Seacoast~~Florida City Gas ~~Transmission are constructing~~entered into a jointly owned 26-mile, 16-inch steel pipeline that interconnects to the Cypress Pipeline interstate system in western Nassau County in order to serve growing demand in both Nassau and Duval counties, Florida. The Callahan pipeline will terminate into the existing Peninsula Pipeline-Peoples Gas jointly owned pipeline, which serves Amelia Island and the Peoples Gas distribution system. The Callahan Pipeline enhances FPU’s ability to expand service into Nassau County and enables Peoples Gas to enhance its system pressure and the reliabilityTransportation Service Agreement for an incremental 10,176 Dts/d of ~~its~~firm service in ~~Duval County. This project was placed in-service~~Indian River County, Florida, to support Florida City Gas’ growth along the Indian River's barrier island. As part of this agreement, Peninsula Pipeline will construct approximately 11.33 miles of pipeline from its existing pipeline in the ~~second quarter of 2020.~~Sebastian, Florida area, which will travel east under the Intercoastal Waterway ("ICW") and southward on the barrier island. As required by Peninsula Pipeline’s tariff and Florida Statutes, Peninsula Pipeline filed the required company and customer affidavits with the Florida PSC in June 2021.

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~~end of 2021.

Capital Cost Surcharge:In ~~December 2019,~~June 2021, Eastern Shore filed with the FERC ~~approved Eastern Shore’s proposed~~a capital cost surcharge to ~~become effective January 1, 2020.~~recover capital costs associated with two mandated highway relocate projects that required the replacement of existing Eastern Shore facilities. The capital cost surcharge is an approved item in the settlement of Eastern Shore’s last ~~general~~ rate ~~case, allows Eastern Shore~~case. In conjunction with the filing of this surcharge, pursuant to ~~recover capital costs associated with mandated highway or railroad relocation projects that required~~ the ~~replacement~~settlement agreement, a true-up of the existing ~~Eastern Shore facilities. Eastern Shore expects~~surcharge to ~~recover~~ ~~$0.5 million~~reflect additional depreciation was included in ~~capital cost surcharges on~~this filing. The FERC issued an ~~annual basis. As Eastern Shore continues to relocate its pipeline and incur capital expenditures, we will continue to utilize~~order approving the surcharge ~~to seek recovery of its costs.~~as filed on July 7, 2021. The combined revised surcharge will become effective July 15, 2021.

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

COVID-19 Impact

~~We are monitoring~~

In March 2020, the ~~global~~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 ~~taking steps~~local governments throughout the country imposed varying degrees of restrictions on social and commercial activity to ~~mitigate~~promote social distancing in an effort to slow the ~~potential risks posed by its spread. We provide~~spread of the illness. These restrictions significantly impacted economic conditions in the United States in 2020 and continued into 2021. Chesapeake Utilities is considered an “essential ~~service” to our customers,~~business,” 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~~has allowed us to continue operational ~~activity~~activities and construction projects with appropriate safety precautions and personal protective equipment, while being mindful of the social distancing restrictions that were in place.

In response to the COVID-19 pandemic and related restrictions, we experienced reduced consumption of energy largely in the commercial and industrial sectors, higher bad debt expenses and incremental expenses associated with COVID-19, including expenditures associated with personal protective equipment and ~~social distancing~~premium pay for field personnel. The additional operating expenses we incurred support the ongoing delivery of our essential services during these unprecedented times.

At this time, 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 be lifted as vaccines have become more available in the United States. For example, the state of emergency in Florida was terminated in May followed by Delaware and Maryland in July, resulting in reduced restrictions. Despite these positive state orders and in light of the continued emergence and growing prevalence of new variants of COVID-19, we continue to operate under our pandemic response plan, monitor developments affecting ~~our~~ employees, customers, suppliers, stockholders and ~~shareholders,~~take all precautions warranted to operate safely and ~~will take additional precautions as warranted~~ to comply with the CDC, ~~state~~Occupational Safety and ~~local requirements and recommendations~~Health Administration, in order to protect our employees, customers and the ~~communities we serve.~~communities.

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.

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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, 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

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current catastrophic health emergency is outside the control of the utility and is a non-recurring event. The Maryland PSC is working on a plan that will provide funds to assist with the repayment of arrearages for customers in need and those impacted by COVID-19. Chesapeake Utilities – Maryland Division, Sandpiper Energy, and Elkton Gas will receive funds in the third quarter of 2021 to credit the accounts of those customers experiencing financial hardship in becoming current on their past due balances.

In May 2020, the Delaware PSC issued an order ~~authorizing~~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 state of emergency was lifted July 12, 2021. The creation of the regulatory asset for COVID-19 related costs offers utilities the ability to seek recovery of those costs.

~~The Florida PSC has not issued a regulatory order authorizing utilities to defer incremental costs related to COVID-19 as a regulatory asset. As such, utilities have to petition~~In October 2020, the Florida PSC ~~for approval~~approved a joint petition of our natural gas and electric distribution utilities in Florida to establish a regulatory asset to record incremental expenses incurred due to COVID-19. The regulatory asset will allow us to seek recovery of these costs in the next base rate proceedings. In November 2020, the Office of Public Counsel filed a protest to the order approving the establishment of this regulatory asset treatment, contending that the order should be a reversed or modified and to request a hearing on the protest. The Company’s Florida regulated business units reached a settlement with Office of Public Counsel in June 2021.The settlement allows the units to establish a regulatory asset in a total amount of $2.1 million as of June 30, 2021. This amount includes COVID-19 related incremental expenses for ~~these costs.~~ bad debt write-offs, personnel protective equipment, cleaning and business information services for remote work. Our Florida regulated business units will amortize the amount over two years and recover the regulatory asset through the Purchased Gas Adjustment and Swing Service mechanisms for the natural gas business units and through the Fuel Purchased Power Cost Recovery clause for the electric division. This settlement agreement was approved by the Florida PSC on July 8, 2021.

In the fourth quarter of 2020, we began recording regulatory assets based on the net incremental expense resulting from the COVID-19 pandemic for our natural gas distribution and electric business units as authorized by the Delaware, Maryland and Florida PSCs. As of June 30, ~~2020, we have not deferred any~~2021 our total COVID-19 ~~related incremental costs as~~ regulatory ~~assets as we continue to assess these costs.~~ asset balance was $1.6 million.

~~We will continue to monitor similar orders issued by the FERC or the respective PSCs in our service territories to identify additional relief which could be available to our regulated businesses.~~

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Summary TCJA Table

Customer rates for our regulated businesses were adjusted as approved by the regulators, prior to 2020 with the exception of Elkton Gas, which implemented a one-time bill credit in May 2020. The following table summarizes the regulatory liabilities related to accumulated deferred taxes ("ADIT") associated with TCJA ~~impact on~~for our regulated ~~businesses:~~businesses as of June 30, 2021 and December 31, 2020:



	~~Regulatory Liabilities related to Accumulated Deferred Income Taxes ("ADIT")~~
~~Operation and Regulatory Jurisdiction~~	~~Amount (in thousands)~~	~~Status~~	~~Status of Customer Rate impact related to lower federal corporate income tax rate~~
~~Eastern Shore (FERC)~~	~~$34,190~~	~~Will be addressed in Eastern Shore's next rate case filing.~~	~~Implemented one-time bill credit (totaling $0.9 million) in April 2018. Customer rates were adjusted in April 2018.~~
~~Delaware Division (Delaware PSC)~~	~~$12,788~~	~~PSC approved amortization of ADIT in January 2019.~~	~~Implemented one-time bill credit (totaling $1.5 million) in April 2019. Customer rates were adjusted in March 2019.~~
~~Maryland Division (Maryland PSC)~~	~~$4,029~~	~~PSC approved amortization of ADIT in May 2018.~~	~~Implemented one-time bill credit (totaling $0.4 million) in July 2018. Customer rates were adjusted in May 2018.~~
~~Sandpiper Energy (Maryland PSC)~~	~~$3,739~~	~~PSC approved amortization of ADIT in May 2018.~~	~~Implemented one-time bill credit (totaling $0.6 million) in July 2018. Customer rates were adjusted in May 2018.~~
~~Chesapeake Florida Gas Division/Central Florida Gas (Florida PSC)~~	~~$8,244~~	~~PSC issued order authorizing amortization and retention of net ADIT liability by the Company in February 2019.~~	~~Florida PSC's final order was issued in February 2019. Excluding GRIP, tax savings arising from the TCJA rate reduction will be retained by the Company.~~ GRIP: Tax savings for 2018 will be refunded to customers in 2020 through the annual GRIP cost recovery mechanism. Future customer GRIP surcharges will be adjusted to reflect tax savings associated with TCJA.
~~FPU Natural Gas (excludes Fort Meade and Indiantown) (Florida PSC)~~	~~$19,201~~	~~Same treatment on a net basis as Chesapeake Florida Gas Division (above).~~	~~Same treatment on a net basis as Chesapeake Florida Gas Division (above).~~
~~FPU Fort Meade and Indiantown Divisions~~	~~$312~~	~~Same treatment on a net basis as Chesapeake Florida Gas Division (above).~~	~~Tax rate reduction: The impact was immaterial for the divisions.~~ ~~GRIP (Applicable to Fort Meade division only): Same treatment as Chesapeake Florida Gas Division (above).~~
~~FPU Electric (Florida PSC)~~	~~$6,823~~	~~In 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.~~


	Amount (in thousands)
Operation and Regulatory Jurisdiction	June 30, 2021	December 31, 2020	Status
Eastern Shore (FERC)	$34,190	$34,190	Will be addressed in Eastern Shore's next rate case filing.
Delaware Division (Delaware PSC)	$12,660	$12,728	PSC approved amortization of ADIT in January 2019.
Maryland Division (Maryland PSC)	$3,905	$3,970	PSC approved amortization of ADIT in May 2018.
Sandpiper Energy (Maryland PSC)	$3,684	$3,713	PSC approved amortization of ADIT in May 2018.
Chesapeake Florida Gas Division/Central Florida Gas (Florida PSC)	$8,108	$8,184	PSC issued order authorizing amortization and retention of net ADIT liability by the Company in February 2019.
FPU Natural Gas (excludes Fort Meade and Indiantown) (Florida PSC)	$19,149	$19,257	Same treatment on a net basis as Chesapeake Florida Gas Division (above).
FPU Fort Meade and Indiantown Divisions	$303	$309	Same treatment on a net basis as Chesapeake Florida Gas Division (above).
FPU Electric (Florida PSC)	$6,569	$6,694	In January 2019, PSC issued order approving amortization of ADIT through purchased power cost recovery, storm reserve and rates.
Elkton Gas (Maryland PSC)	$1,124	$1,124	PSC approved amortization of ADIT in March 2018.

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.

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 June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had approximately ~~$6.1~~$5.6 million and ~~$8.0~~$5.9 million, respectively, in environmental liabilities related to FPU’s four MGP sites in Key West, Pensacola, Sanford and West Palm Beach. FPU has approval to recover, from insurance and through customer rates, up to $14.0 million of its environmental costs related to its MGP sites. As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had recovered approximately ~~$12.2~~$12.6 million and ~~$11.9~~$12.4 million, respectively, leaving approximately ~~$1.8~~$1.4 million and ~~$2.1~~$1.6 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.

Remediation is ongoing for the MGPs in Winter Haven and Key West in Florida and in Seaford, Delaware and the remaining clean-up costs are estimated to be between $0.3 million to $0.9 million for these three sites. The

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Environmental Protection Agency has approved a "site-wide ready for anticipated use" status for the Sanford, Florida MGP site, which is the final step before delisting a site. The remaining remediation expenses for the Sanford MGP site are immaterial.

The following is a summary of our remediation status and estimated costs to implement clean-up of our ~~key MGP sites:~~West Palm Beach Florida site:



~~MGP Site (Jurisdiction)~~Status			~~Status~~		Estimated ~~Cost to Clean up~~ ~~(Expect to Recover through Rates with Customers)~~ Clean-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 similar~~Similar remedial actions have been initiated on the site's west parcel, and construction of active remedial systems are expected be completed in ~~2020.~~2022.	Between $3.3 million to $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.~~


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 ~~are~~were effective as of April 1, 2020 and expire onin 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,~~ FPU natural gas distribution operations and Eight Flags have entered into separate asset management agreements with Emera Energy Services, Inc. to manage their natural gas transportation capacity. ~~The parties entered into short-term~~These agreements ~~for a one year term beginning July 2019 through July 2020. The parties also entered into long-term agreements~~are for a 10-year term that ~~will commence~~commenced in ~~July 2020.~~

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November 2020 and expire in October 2030.

Chesapeake Utilities' Florida Division has firm transportation service contracts with ~~Florida Gas Transmission Company ("FGT")~~FGT and ~~Gulfstream Natural Gas System, LLC ("Gulfstream").~~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 June 30, ~~2020,~~2021, 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 June 30, ~~2020~~2021 was ~~$37.0~~$20.0 million. The aggregate amount guaranteed at June 30, ~~2020~~2021 was approximately ~~$11.2~~$8.0 million with the guarantees expiring on various dates through March ~~2, 2021. At June~~ 30, ~~2020, the corporate guarantees related to PESCO were less than $0.1 million and are expected to be terminated in the third quarter~~2022.

Table of ~~2020. See Note 3,~~ ~~Acquisitions and Divestitures, for additional details on the sale of assets and contracts for PESCO.~~Contents

Chesapeake Utilities also guarantees the payment of FPU’s first mortgage bonds. The maximum exposure under this guarantee is the outstanding principal plus accrued interest balances. The outstanding principal balances of FPU’s first mortgage bonds approximate their carrying values. See Note 15
~~, Long-Term Debt, for further details.~~

As of June 30, ~~2020,~~2021, we have issued letters of credit totaling approximately ~~$4.4~~$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. There~~5, 2021. We have ~~been no draws~~not drawn on these letters of credit as of June 30, ~~2020. We~~2021 and do not anticipate that the counterparties will draw upon these letters of ~~credit, and we~~credit. We expect that they will be renewed to the extent necessary in the future. ~~At June 30, 2020, letters of credit associated with PESCO had been terminated or transferred.~~


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 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 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

~~Table~~ of ~~Contents~~Eastern Shore.

•Unregulated Energy. Includes energy transmission, energy generation (the operations of our Eight Flags' CHP plant), propane operations, and mobile compressed natural gas distribution and pipeline solutions subsidiary. Also included in this segment are other unregulated energy services, such as energy-related merchandise sales and heating, ventilation and air conditioning, plumbing and electrical services. These operations are unregulated as to their rates and services. Effective in the third quarter of 2019, the natural gas marketing and related services subsidiary (PESCO), previously reported in the Unregulated Energy segment, ~~are~~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:

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	Three Months Ended						Six Months Ended						Three Months Ended				Six Months Ended
	June 30,						June 30,						June 30,				June 30,
	2020			2019			2020		2019				2021		2020		2021		2020
(in thousands)												(in thousands)
Operating Revenues, Unaffiliated Customers												Operating Revenues, Unaffiliated Customers
Regulated Energy	$	73,043		$	72,880		$	175,536	$	175,951		Regulated Energy	$	80,374	$	73,044	$	201,095	$	175,512
Unregulated Energy	24,008			21,662			74,205		79,054			Unregulated Energy	30,708		24,007		101,173		74,229
Total operating revenues, unaffiliated customers	$	97,051		$	94,542		$	249,741	$	255,005		Total operating revenues, unaffiliated customers	$	111,082	$	97,051	$	302,268	$	249,741
Intersegment Revenues ⁽¹⁾												Intersegment Revenues (1)
Regulated Energy	$	475		$	523		$	937	$	1,070		Regulated Energy	$	536	$	474	$	1,012	$	961
Unregulated Energy	3,733			3,963			7,548		7,650			Unregulated Energy	4,065		3,733		8,358		7,523
Other businesses	132			132			264		264			Other businesses	133		133		265		265
Total intersegment revenues	$	4,340		$	4,618		$	8,749	$	8,984		Total intersegment revenues	$	4,734	$	4,340	$	9,635	$	8,749
Operating Income												Operating Income
Regulated Energy	$	18,006		$	18,028		$	45,894	$	47,769		Regulated Energy	$	22,808	$	18,006	$	55,673	$	45,894
Unregulated Energy	281			(771		)	14,142		14,486			Unregulated Energy	(445)		281		18,660		14,142
Other businesses and eliminations	(310		)	908			75		32			Other businesses and eliminations	215		(310)		(158)		75
Operating income	17,977			18,165			60,111		62,287			Operating income	22,578		17,977		74,175		60,111
Other income (expense), net	(279		)	(320		)	3,039		(380		)	Other income (expense), net	1,456		(279)		1,841		3,039
Interest charges	5,054			5,552			10,868		11,180			Interest charges	5,054		5,054		10,159		10,868
Income from Continuing Operations before Income Taxes	12,644			12,293			52,282		50,727			Income from Continuing Operations before Income Taxes	18,980		12,644		65,857		52,282
Income Taxes on Continuing Operations	1,983			3,379			12,580		13,002			Income Taxes on Continuing Operations	5,165		1,983		17,570		12,580
Income from Continuing Operations	10,661			8,914			39,702		37,725			Income from Continuing Operations	13,815		10,661		48,287		39,702
Income (loss) from Discontinued Operations, Net of Tax	295			(610		)	184		(757		)
Income (Loss) from Discontinued Operations, Net of Tax												Income (Loss) from Discontinued Operations, Net of Tax	(2)		295		(8)		184
Net Income	$	10,956		$	8,304		$	39,886	$	36,968		Net Income	$	13,813	$	10,956	$	48,279	$	39,886

⁽¹⁾ All significant intersegment revenues are billed at market rates and have been eliminated from consolidated operating revenues.

(in thousands) June 30, 2020 December 31, 2019
Identifiable Assets
Regulated Energy segment $ 1,477,616
$ 1,434,066
Unregulated Energy segment 296,140
296,810
Other businesses and eliminations 48,419
52,322
Total identifiable assets $ 1,822,175
$ 1,783,198


(in thousands)	June 30, 2021		December 31, 2020
Identifiable Assets
Regulated Energy segment	$	1,568,136	$	1,547,619
Unregulated Energy segment	359,971		347,665
Other businesses and eliminations	44,233		37,203
Total identifiable assets	$	1,972,340	$	1,932,487

Table of Contents

9. Stockholders' Equity


9.	~~Stockholder's Equity~~

Common Stock Issuances

In June 2020, we filed a shelf registration statement with the SEC to facilitate the issuance of our common stock from time to time. In August 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 the third and fourth quarters of 2020, we issued 0.7 million shares of common stock at an average price per share of $82.93 and received net proceeds of approximately $61.0 million, after deducting commissions and other fees of $1.5 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 issue additional shares under the direct stock purchase component of the DRIP. In the third and fourth quarters of 2020, we issued 0.3 million shares at an average price per share of $86.12 and received net proceeds of $22.0 million under the DRIP. In the first six months of 2021, we issued less than 0.1 million shares at an average price per share of $113.51 and received net proceeds of $4.5 million under the DRIP.

We used 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~~Gain (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.~~income (loss). The following tables present the changes in the balance of accumulated other comprehensive gain (loss)~~/income~~ as of June 30, ~~2020~~2021 and ~~2019.~~2020. All amounts ~~except~~in the ~~stranded tax reclassification~~following tables are presented net of tax.


	Defined Benefit			Commodity			Interest Rate							Defined Benefit		Commodity		Interest Rate
	Pension and			Contracts			Swap							Pension and		Contracts		Swap
	Postretirement			Cash Flow			Cash Flow							Postretirement		Cash Flow		Cash Flow
	Plan Items			Hedges			Hedges			Total				Plan Items		Hedges		Hedges		Total
(in thousands)													(in thousands)
As of December 31, 2019	$	(4,933	)	$	(1,334	)	$	—		$	(6,267	)
Other comprehensive income (loss) before reclassifications	—			2,770			(29		)	2,741
As of December 31, 2020													As of December 31, 2020	$	(5,146)	$	2,309	$	(28)	$	(2,865)
Other comprehensive income before reclassifications													Other comprehensive income before reclassifications	0		5,825		23		5,848
Amounts reclassified from accumulated other comprehensive income (loss)	132			(1,060		)	(8		)	(936		)	Amounts reclassified from accumulated other comprehensive income (loss)	128		(2,534)		(19)		(2,425)
Net current-period other comprehensive income	132			1,710			(37		)	1,805			Net current-period other comprehensive income	128		3,291		4		3,423
As of June 30, 2020	$	(4,801	)	$	376		$	(37	)	$	(4,462	)

As of June 30, 2021													As of June 30, 2021	$	(5,018)	$	5,600	$	(24)	$	558


(in thousands)
As of December 31, 2019	$	(4,933)	$	(1,334)	$	0	$	(6,267)
Other comprehensive income/(loss) before reclassifications	—		2,770		(29)		$	2,741
Amounts reclassified from accumulated other comprehensive income/(loss)	132		(1,060)		(8)		(936)
Net prior-period other comprehensive income/(loss)	132		1,710		(37)		1,805
As of June 30, 2020	$	(4,801)	$	376	$	(37)	$	(4,462)

(in thousands)
As of December 31, 2018 $ (5,928 ) $ (785 ) $ —
$ (6,713 )
Other comprehensive income before reclassifications —
1,000
—
1,000
Amounts reclassified from accumulated other comprehensive income/(loss) 213
(132 ) —
81
Net prior-period other comprehensive income 213
868
—
1,081
Prior-year reclassification —
(115 ) —
(115 )
As of June 30, 2019 $ (5,715 ) $ (32 ) $ —
$ (5,747 )

Table of Contents

The following table presents amounts reclassified out of accumulated other comprehensive ~~loss~~income (loss) for the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020. Deferred gains or losses for our commodity contracts and interest rate swap cash flow hedges are recognized in earnings upon settlement.

~~Table of Contents~~

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(in thousands)
Amortization of defined benefit pension and postretirement plan items:
Prior service credit ⁽¹⁾
$ 19
$ 19
$ 38
$ 39
Net loss⁽¹⁾
(108 ) (163 ) (215 ) (328 )
Total before income taxes (89 )
(144 ) (177 )
(289 )
Income tax benefit 23
37
45
76
Net of tax (66 ) (107 ) (132 )
(213 )
Gains and losses on commodity contracts cash flow hedges:
Propane swap agreements ⁽²⁾
238
252
1,465
858
Natural gas swaps ⁽²⁾⁽³⁾
—
—
—
11
Natural gas futures ⁽²⁾⁽³⁾
—
(125 ) —
(698 )
Total before income taxes 238
127
1,465

171
Income tax expense (66 ) (34 ) (405 ) (39 )
Net of tax 172
93

1,060
132
Gains on interest rate swap cash flow hedges:
Interest rate swap agreements 11
—
11
—
Total before income taxes 11
—
11
—
Income tax expense (3 ) —
(3 ) —
Net of tax 8
—
8
—
Total reclassifications for the period $ 114
$ (14 )
$ 936
$ (81 )


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
(in thousands)
Amortization of defined benefit pension and postretirement plan items:
Prior service credit (1)	$	19	$	19	$	38	$	38
Net loss(1)	(106)		(108)		(209)		(215)
Total before income taxes	(87)		(89)		(171)		(177)
Income tax benefit	23		23		43		45
Net of tax	$	(64)	$	(66)	$	(128)	$	(132)

Gains on commodity contracts cash flow hedges:
Propane swap agreements (2)	$	455	$	238	$	3,502	$	1,465
Income tax expense	(126)		(66)		(968)		(405)
Net of tax	$	329	$	172	$	2,534	$	1,060

Gains on interest rate swap cash flow hedges:
Interest rate swap agreements	$	22	$	11	$	26	$	11
Income tax expense	(6)		(3)		(7)		(3)
Net of tax	$	16	$	8	$	19	$	8

Total reclassifications for the period	$	281	$	114	$	2,425	$	936

⁽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 are reflected as discontinued operations in our condensed consolidated statements of income.~~

Amortization of defined benefit pension and postretirement plan items isare included in other expense, net gains and losses on propane swap agreements, ~~call options~~natural 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.

~~Table of Contents~~

10. Employee Benefit Plans


~~10.~~	~~Employee Benefit Plans~~

Net periodic benefit costs for our pension and post-retirement benefits plans for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 are set forth in the following tables:

Table of Contents

Chesapeake
Pension Plan FPU
Pension Plan Chesapeake SERP Chesapeake
Postretirement
Plan FPU
Medical
Plan
For the Three Months Ended June 30, 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
(in thousands)
Interest cost $ 46
$ 104
$ 518
$ 615
$ 16
$ 21
$ 8
$ 9
$ 10
$ 12
Expected return on plan assets (42 ) (127 ) (745 ) (693 ) —
—
—
—
—
—
Amortization of prior service credit —
—
—
—
—
—
(19 ) (19 ) —
—
Amortization of net loss 65
101
135
129
5
26
12
12
—
—
Net periodic cost (benefit) 69
78
(92 ) 51
21
47
1
2
10
12
Amortization of pre-merger regulatory asset —
—
—
191
—
—
—
—
2
2
Total periodic cost $ 69
$ 78
$ (92 ) $ 242
$ 21
$ 47
$ 1
$ 2

$ 12
$ 14


	Chesapeake Pension Plan				FPU Pension Plan				Chesapeake SERP				Chesapeake Postretirement Plan				FPU Medical Plan
For the Three Months Ended June 30,	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
(in thousands)
Interest cost	$	34	$	46	$	429	$	518	$	12	$	16	$	6	$	8	$	6	$	10
Expected return on plan assets	(40)		(42)		(830)		(745)		—		—		—		—		—		—
Amortization of prior service credit	—		—		—		—		—		—		(19)		(19)		—		—
Amortization of net (gain) loss	60		65		155		135		7		5		10		12		(2)		—
Net periodic cost (benefit)	54		69		(246)		(92)		19		21		(3)		1		4		10
Amortization of pre-merger regulatory asset	—		—		0		0		—		—		—		—		0		2
Total periodic cost (benefit)	$	54	$	69	$	(246)	$	(92)	$	19	$	21	$	(3)	$	1	$	4	$	12


	Chesapeake Pension Plan						FPU Pension Plan						Chesapeake SERP				Chesapeake Postretirement Plan						FPU Medical Plan					Chesapeake Pension Plan				FPU Pension Plan				Chesapeake SERP				Chesapeake Postretirement Plan				FPU Medical Plan
For the Six Months Ended June 30,	2020			2019			2020			2019			2020		2019		2020			2019			2020		2019		For the Six Months Ended June 30,	2021		2020		2021		2020		2021		2020		2021		2020		2021		2020
(in thousands)																											(in thousands)
Interest cost	$	92		$	209		$	1,036		$	1,230		$	32	$	42	$	16		$	19		$	20	$	24	Interest cost	$	68	$	92	$	858	$	1,036	$	24	$	32	$	12	$	16	$	12	$	20
Expected return on plan assets	(84		)	(254		)	(1,490		)	(1,386		)	—		—		—			—			—		—		Expected return on plan assets	(80)		(84)		(1,660)		(1,490)		—		—		—		—		—		—
Amortization of prior service credit	—			—			—			—			—		—		(38		)	(39		)	—		—		Amortization of prior service credit	—		—		—		—		—		—		(38)		(38)		—		—
Amortization of net loss	130			203			270			258			10		52		24			24			—		—
Amortization of net (gain) loss																											Amortization of net (gain) loss	120		130		310		270		14		10		18		24		(4)		—
Net periodic cost (benefit)	138			158			(184		)	102			42		94		2			4			20		24		Net periodic cost (benefit)	108		138		(492)		(184)		38		42		(8)		2		8		20
Amortization of pre-merger regulatory asset	—			—			—			381			—		—		—			—			4		4		Amortization of pre-merger regulatory asset	—		—		0		0		—		—		—		—		0		4
Total periodic cost	$	138		$	158		$	(184	)	$	483		$	42	$	94	$	2		$	4		$	24	$	28
Total periodic cost (benefit)																											Total periodic cost (benefit)	$	108	$	138	$	(492)	$	(184)	$	38	$	42	$	(8)	$	2	$	8	$	24

We expect to record ~~immaterial~~$0.7 million in pension and post-retirement ~~benefit costs~~benefits for ~~2020.~~2021. 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.

~~Table~~ In 2019, we executed a de-risking strategy for the Chesapeake Pension Plan. As a result of ~~Contents~~

this strategy, we are planning to terminate the Chesapeake Pension Plan in the fourth quarter of 2021.

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 six months ended June 30, ~~2020~~2021 and 2020: ~~and 2019:~~


For the Three Months Ended June 30, 2021	Chesapeake Pension Plan		FPU Pension Plan		Chesapeake SERP		Chesapeake Postretirement Plan		FPU Medical Plan		Total
(in thousands)
Prior service credit	$	—	$	—	$	—	$	(19)	$	—	$	(19)
Net loss	60		155		7		10		(2)		230
Total recognized in net periodic benefit cost	60		155		7		(9)		(2)		211
Recognized from accumulated other comprehensive loss/(gain) (1)	60		29		7		(9)		—		87
Recognized from regulatory asset	—		126		—		—		(2)		124
Total	$	60	$	155	$	7	$	(9)	$	(2)	$	211

For the Three Months Ended June 30, 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 June 30, 2019 Chesapeake
Pension
Plan FPU
Pension
Plan Chesapeake SERP Chesapeake
Postretirement
Plan FPU
Medical
Plan Total
(in thousands)
Prior service credit $ —
$ —
$ —
$ (19 ) $ —
$ (19 )
Net loss 101
129
26
12
—
268
Total recognized in net periodic benefit cost 101
129
26
(7 ) —
249
Recognized from accumulated other comprehensive loss/(gain) ⁽¹⁾
101
24
26
(7 ) —
144
Recognized from regulatory asset —
105
—
—
—
105
Total $ 101
$ 129
$ 26

$ (7 )
$ —

$ 249

For the Six Months Ended June 30, 2020
Chesapeake
Pension
Plan

FPU
Pension
Plan
Chesapeake SERP
Chesapeake
Postretirement
Plan

FPU
Medical
Plan
Total
(in thousands)
Prior service credit $ —
$ —
$ —
$ (38 ) $ —
$ (38 )
Net loss 130
270
10
24
—
434
Total recognized in net periodic benefit cost 130
270
10
(14 ) —
396
Recognized from accumulated other comprehensive loss/(gain) ⁽¹⁾
130
52
10
(14 ) —
178
Recognized from regulatory asset —
218
—
—
—
218
Total $ 130
$ 270
$ 10
$ (14 ) $ —
$ 396

Table of Contents


For the Six Months Ended June 30, 2019	Chesapeake Pension Plan		FPU Pension Plan		Chesapeake SERP		Chesapeake Postretirement Plan			FPU Medical Plan		Total
For the Three Months Ended June 30, 2020															For the Three Months Ended June 30, 2020	Chesapeake Pension Plan		FPU Pension Plan		Chesapeake SERP		Chesapeake Postretirement Plan		FPU Medical Plan		Total
(in thousands)															(in thousands)
Prior service credit	$	—	$	—	$	—	$	(39	)	$	—	$	(39	)	Prior service credit	$	—	$	—	$	—	$	(19)	$	—	$	(19)
Net loss	203		258		52		24			—		537			Net loss	65		135		5		12		—		217
Total recognized in net periodic benefit cost	203		258		52		(15		)	—		498			Total recognized in net periodic benefit cost	65		135		5		(7)		—		198
Recognized from accumulated other comprehensive loss/(gain) ⁽¹⁾	203		49		52		(15		)	—		289			Recognized from accumulated other comprehensive loss/(gain) (1)	65		26		5		(7)		—		89
Recognized from regulatory asset	—		209		—		—			—		209			Recognized from regulatory asset	—		109		—		—		—		109
Total	$	203	$	258	$	52	$	(15	)	$	—	$	498		Total	$	65	$	135	$	5	$	(7)	$	—	$	198


For the Six Months Ended June 30, 2021	Chesapeake Pension Plan		FPU Pension Plan		Chesapeake SERP		Chesapeake Postretirement Plan		FPU Medical Plan		Total
(in thousands)
Prior service credit	$	—	$	—	$	—	$	(38)	$	—	$	(38)
Net loss	120		310		14		18		(4)		458
Total recognized in net periodic benefit cost	120		310		14		(20)		(4)		420
Recognized from accumulated other comprehensive loss/(gain) (1)	120		58		14		(20)		(1)		171
Recognized from regulatory asset	—		252		—		—		(3)		249
Total	$	120	$	310	$	14	$	(20)	$	(4)	$	420


For the Six Months Ended June 30, 2020	Chesapeake Pension Plan		FPU Pension Plan		Chesapeake SERP		Chesapeake Postretirement Plan		FPU Medical Plan		Total
(in thousands)
Prior service credit	$	—	$	—	$	—	$	(38)	$	—	$	(38)
Net loss	130		270		10		24		—		434
Total recognized in net periodic benefit cost	130		270		10		(14)		—		396
Recognized from accumulated other comprehensive loss/(gain) (1)	130		52		10		(14)		—		178
Recognized from regulatory asset	—		218		—		—		—		218
Total	$	130	$	270	$	10	$	(14)	$	—	$	396

(1)⁽¹⁾See Note 9, ~~Stockholder's~~Stockholders' Equity.

During the three and six months ended June 30, ~~2020,~~2021, we contributed approximately ~~$0.2~~$0.1 million to the Chesapeake Pension Plan and approximately ~~$1.8~~$0.5 million ~~and $2.1 million, respectively,~~ to the FPU Pension Plan. We expect to contribute approximately $0.3 million and ~~$3.2~~$2.1 million, respectively, to the Chesapeake Pension Plan and FPU Pension Plans during ~~2020,~~2021, which represents the minimum annual contribution payments required. A provision in the CARES 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 have 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 six months ended June 30, ~~2020~~2021 were immaterial and $0.1 million, respectively. We expect to pay total cash benefits of approximately $0.2 million under the Chesapeake SERP in ~~2020.~~2021. Cash benefits paid under the Chesapeake Postretirement Plan, primarily for medical claims for the three and six months ended June 30, ~~2020~~2021 were ~~immaterial.~~immaterial and $0.2 million, respectively. We estimate that approximately ~~$0.1~~$0.2 million will be paid for such benefits under the Chesapeake Postretirement Plan in ~~2020.~~2021. Cash benefits paid under the FPU Medical Plan, primarily for medical claims for the three and six months ended June 30, ~~2020,~~2021, were immaterial. We estimate that approximately $0.1 million will be paid for such benefits under the FPU Medical Plan in ~~2020.~~2021.

Table of Contents


~~11.~~	~~Investments~~

11. Investments

The investment balances at June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, consisted of the following:

(in thousands) June 30,
2020 December 31,
2019
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan) $ 9,551
$ 9,202
Investments in equity securities 20
27
Total $ 9,571
$ 9,229


(in thousands)	June 30, 2021		December 31, 2020
Rabbi trust (associated with the Non-Qualified Deferred Compensation Plan)	$	11,723	$	10,755
Investments in equity securities	22		21
Total	$	11,745	$	10,776

We classify these investments as trading securities and report them at their fair value. For the three months ended June 30, ~~2020~~2021 and ~~2019,~~2020, we recorded a net unrealized gain of approximately ~~$1.4~~$0.6 million and ~~$0.4~~$1.4 million, respectively, in other ~~expense,~~income, net in the condensed consolidated statements of income related to these investments. For the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, we recorded a net unrealized gain of approximately $1.0 million and a net unrealized loss of approximately $0.1 ~~million and a net unrealized gain of approximately $1.1~~ 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.

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The table below presents the amounts included in net income related to share-based compensation expense for the three and six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(in thousands)
Awards to non-employee directors $ 181
$ 157
$ 357
$ 305
Awards to key employees 1,085
452
1,965
790
Total compensation expense 1,266
609
2,322
1,095
Less: tax benefit (331 ) (158 ) (607 ) (285 )
Share-based compensation amounts included in net income $ 935
$ 451
$ 1,715
$ 810


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
(in thousands)
Awards to non-employee directors	$	192	$	181	$	380	$	357
Awards to key employees	1,247		1,085		2,935		1,965
Total compensation expense	1,439		1,266		3,315		2,322
Less: tax benefit	(384)		(331)		(885)		(607)
Share-based compensation amounts included in net income	$	1,055	$	935	$	2,430	$	1,715

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.~~grant date. 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 ~~2020,~~2021, after the most recent election of directors, each of our ~~continuing~~ non-employee directors received an annual retainer of ~~887~~683 shares of common stock under the SICP for service as a director through the ~~2021~~2022 Annual Meeting of Stockholders; accordingly, ~~8,870~~6,830 shares, with a weighted average fair value of ~~$84.47~~$117.11 per share, were issued and vested in ~~2020.~~

~~In January 2020, a newly appointed member of the Board of Directors received a pro-rated retainer of 254~~shares 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 was recognized over the remaining service period ending on the date of the 2020 Annual Meeting of Stockholders.

2021. At June 30, ~~2020,~~2021, there was approximately $~~0.6~~0.7 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~~in May of ~~the 2021 Annual Meeting of Stockholders.~~2022.

Key Employees

The table below presents the summary of the stock activity for awards to key employees for the six months ended June 30, ~~2020:~~2021:

Number of Shares
Weighted Average
Fair Value
Outstanding—December 31, 2019 157,817
$ 80.28
Granted 66,857
$ 92.78
Vested (35,651 ) $ 66.48
Expired (5,302 ) $ 65.32
Outstanding—June 30, 2020 183,721
$ 86.98

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	Number of Shares	Weighted Average Fair Value
Outstanding—December 31, 2020	186,878	$	87.06
Granted	66,612	$	102.73
Vested	(53,147)	$	76.31
Expired	(852)	$	74.85
Forfeited	(5,384)	$	93.39
Outstanding—June 30, 2021	194,107	$	94.61

In February ~~2020, our Board of Directors~~2021, we granted awards of ~~66,857~~66,612 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.~~2023. 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,~~2021, upon the ~~appointment~~election of certain of our executive officers, we withheld shares with a value at least equivalent to each such executive officer’s minimum statutory obligation for applicable income and other employment taxes related to shares that ~~we awarded~~vested and were paid in February ~~2020~~2021 for the performance period ended December 31, ~~2019,~~2020, remitted the cash to the appropriate taxing authorities, and paid the balance of such awarded shares to each such executive officer.

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We withheld ~~10,319~~14,020 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~~$1.5 million.

At June 30, ~~2020,~~2021, the aggregate intrinsic value of the SICP awards granted to key employees was approximately ~~$15.4~~$23.4 million. At June 30, ~~2020,~~2021, there was approximately ~~$5.8~~$6.1 million of unrecognized compensation cost related to these awards, which ~~is expected to~~will be recognized as expense ~~from~~for the remainder of ~~2020~~2021 through ~~2022.~~2023.

Stock Options

There were no stock options outstanding or issued during the six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


~~13.~~	~~Derivative Instruments~~

13. Derivative Instruments

We use derivative and non-derivative contracts to manage risks related to obtaining adequate supplies and the price fluctuations of natural gas, electricity and propane 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 Energy~~Our natural gas gathering and transmission company has entered into contracts with producers to secure natural gas to meet its obligations. Purchases under these contracts typically either do not meet the definition of derivatives or are considered “normal purchases and normal sales” and are accounted for on an accrual basis. 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~~We have also entered into interest rate swap agreements to mitigate risk associated with changes in short-term borrowing rates. As of June 30, ~~2020,~~2021, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

~~PESCO's~~

Volume of Derivative ~~Instruments~~Activity

~~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.~~

~~Commodity Derivative Activities~~

As of June 30, ~~2020,~~2021, the volume of our commodity derivative contracts were as follows:

Business unit

Commodity

Contract Type

Quantity hedged (in millions)

Designation

Longest Expiration date of hedge

Sharp

Propane (gallons)

~~22.5~~Purchases

23.3

Cash flows hedges

~~May 2023~~June 2024

Sharp

Propane (gallons)

Sales

5.0

Cash flows hedges

March 2022

Sharp entered into futures and swap agreements to mitigate the risk of fluctuations in wholesale propane index prices associated with the propane volumes that are expected to be purchased and/or sold during the heating season. Under the futures and swap agreements, Sharp will receive the difference ~~between:~~between (i) the index prices (Mont Belvieu prices ~~for~~ in

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June ~~2020~~2021 through ~~May 2023),~~June 2024) and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices. If the index prices are lower than the swap prices, Sharp will pay the difference. We designated and accounted for the 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 ~~$0.3~~$5.4 million from accumulated other comprehensive income ~~(loss)~~ to earnings during the next 12-month period ended June 30, ~~2021.~~2022.

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~~fourth quarter of 2020, we entered into interest rate swaps with notional ~~amounts totaling $100.0~~amount of $60.0 million ~~associated~~through December 2021 with 3pricing 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 0.26150.20 and ~~0.3875~~0.205 percent for the ~~period.~~period associated with our outstanding borrowing under the Revolver. In February 2021, we entered into an additional interest rate swap with a notional amount of $40.0 million through December 2021 with pricing of 0.17 percent. Our short-term borrowing ~~will be~~is based on the 30-day LIBOR rate. The interest rate swaps ~~will be~~are cash settled monthly as the counter-party ~~will pay~~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

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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 June 30, ~~2021.~~2022.

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 Location June 30, 2020 December 31, 2019
Sharp Other Current Assets $ 595
$ 2,317


(in thousands)	Balance Sheet Location	June 30, 2021		December 31, 2020

Sharp	Other Current Liabilities	$	4,808	$	1,505

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 June 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 June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, are as follows:

Derivative Assets
Fair Value As Of
(in thousands) Balance Sheet Location June 30, 2020 December 31, 2019
Derivatives designated as cash flow hedges
Propane swap agreements Derivative assets, at fair value $ 1,270
$ —
Total asset derivatives $ 1,270
$ —


	Derivative Assets
		Fair Value As Of
(in thousands)	Balance Sheet Location	June 30, 2021		December 31, 2020
Derivatives designated as fair value hedges
Propane put options	Derivative assets, at fair value	$	—	$	14
Derivatives designated as cash flow hedges
Propane swap agreements	Derivative assets, at fair value	8,056		3,255
Total asset derivatives		$	8,056	$	3,269

Derivative Liabilities
Fair Value As Of
(in thousands) Balance Sheet Location June 30, 2020 December 31, 2019
Derivatives designated as cash flow hedges
Propane swap agreements Derivative liabilities, at fair value $ 751
$ 1,844
Interest rate swap agreements Derivative liabilities, at fair value 51
—
Total liability derivatives $ 802
$ 1,844

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	Derivative Liabilities
		Fair Value As Of
(in thousands)	Balance Sheet Location	June 30, 2021		December 31, 2020
Derivatives designated as fair value hedges
Propane put options	Derivative liabilities, at fair value	$	—	$	23
Derivatives designated as cash flow hedges
Propane swap agreements	Derivative liabilities, at fair value	317		64
Interest rate swap agreements	Derivative liabilities, at fair value	34		40
Total liability derivatives		$	351	$	127

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 June 30,						For the Six Months Ended June 30,							Location of Gain	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands)	(Loss) on Derivatives	2020			2019			2020			2019			(in thousands)	(Loss) on Derivatives	2021		2020		2021		2020
Derivatives designated as fair value hedges														Derivatives designated as fair value hedges
Propane put options														Propane put options	Cost of sales	$	0	$	—	$	(24)	$	—
Derivatives designated as cash flow hedges														Derivatives designated as cash flow hedges
Propane swap agreements	Cost of sales	$	238		$	252		$	1,465		$	858		Propane swap agreements	Cost of sales	455		238		3,502		1,465
Propane swap agreements	Other comprehensive income (loss)	2,354			(494		)	2,363			515			Propane swap agreements	Other comprehensive income	4,319		2,354		4,548		2,363
Interest rate swap agreements	Interest expense	11			—			11			—			Interest rate swap agreements	Interest expense	22		11		26		11
Interest rate swap agreements	Other comprehensive loss	(51		)	—			(51		)	—			Interest rate swap agreements	Other comprehensive income (loss)	8		(51)		5		(51)
Natural gas swap contracts	Other comprehensive loss	—			(8		)	—			(67		)
Natural gas futures contracts	Other comprehensive income (loss)	—			(2,463		)	—			763

Total		$	2,552		$	(2,713	)	$	3,788		$	2,069		Total		$	4,804	$	2,552	$	8,057	$	3,788

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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 Hierarchy	Description of Fair Value Level	Fair Value Technique Utilized
Level 1	Unadjusted 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 2	Quoted 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, propane and interest rate swap agreements are measured using market transactions for similar assets and liabilities in either the listed or over-the-counter markets.
Level 3	Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity)	Investments - guaranteed income fund - The fair values of these investments are recorded at the contract value, which approximates their fair value.

Financial Assets and Liabilities Measured at Fair Value

The following tables summarize our financial assets and liabilities that are measured at fair value on a recurring basis and the fair value measurements, by level, within the fair value hierarchy as of June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


												Fair Value Measurements Using:
			Fair Value Measurements Using:
As of June 30, 2020	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2021									As of June 30, 2021	Fair Value		Quoted 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	$	20	$	20	$	—	$	—	Investments—equity securities	$	22	$	22	$	—	$	—
Investments—guaranteed income fund	2,334		—		—		2,334		Investments—guaranteed income fund	2,191		—		—		2,191
Investments—mutual funds and other	7,217		7,217		—		—		Investments—mutual funds and other	9,532		9,532		—		—
Total investments	9,571		7,237		—		2,334		Total investments	11,745		9,554		—		2,191
Derivative assets	1,270		—		1,270		—		Derivative assets	8,056		—		8,056		—
Total assets	$	10,841	$	7,237	$	1,270	$	2,334	Total assets	$	19,801	$	9,554	$	8,056	$	2,191
Liabilities:									Liabilities:
Derivative liabilities	$	802	$	—	$	802	$	—	Derivative liabilities	$	351	$	—	$	351	$	—

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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, 2020	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(in thousands)
Assets:
Investments—equity securities	$	21	$	21	$	—	$	—
Investments—guaranteed income fund	2,156		—		—		2,156
Investments—mutual funds and other	8,599		8,599		—		—
Total investments	10,776		8,620		—		2,156
Derivative assets	3,269		—		3,269		—
Total assets	$	14,045	$	8,620	$	3,269	$	2,156
Liabilities:
Derivative liabilities	$	127	$	—	$	127	$	—

The following table sets forth the summary of the changes in the fair value of Level 3 investments for the six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:


	Six Months Ended June 30,							Six months ended June 30,
	2020			2019				2021		2020
(in thousands)							(in thousands)
Beginning Balance	$	803		$	686		Beginning Balance	$	2,156	$	803
Purchases and adjustments	226			110			Purchases and adjustments	70		226
Transfers	1,345			—			Transfers	0		1,345
Distribution	(50		)	(12		)	Distribution	(51)		(50)
Investment income	10			7			Investment income	16		10
Ending Balance	$	2,334		$	791		Ending Balance	$	2,191	$	2,334

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

At June 30, ~~2020,~~2021, 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 June 30, ~~2020~~,2021, long-term debt, which includes current maturities but excludes debt issuance costs, had a carrying value of approximately ~~$446.5~~$512.9 million, compared to the estimated fair value of ~~$481.7~~$541.5 million. At December 31, ~~2019,~~2020, long-term debt, which includes the current maturities but excludes debt issuance costs, had a carrying value of approximately ~~$486.6~~$523.0 million, compared to a fair value of approximately ~~$505.0~~$548.5 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:

June 30, December 31,
(in thousands) 2020 2019
FPU secured first mortgage bonds ⁽¹⁾:

9.08% bond, due June 1, 2022 $ 7,992
$ 7,990
Uncollateralized senior notes:
5.50% note, due October 12, 2020 2,000
2,000
5.93% note, due October 31, 2023 10,500
12,000
5.68% note, due June 30, 2026 17,400
20,300
6.43% note, due May 2, 2028 5,600
6,300
3.73% note, due December 16, 2028 18,000
18,000
3.88% note, due May 15, 2029 45,000
50,000
3.25% note, due April 30, 2032 70,000
70,000
3.48% note, due May 31, 2038 50,000
50,000
3.58% note, due November 30, 2038 50,000
50,000
3.98% note, due August 20, 2039 100,000
100,000
2.98% note, due December 20, 2034 70,000
70,000
Term Note due February 28, 2020
—
30,000
Less: debt issuance costs (786 ) (822 )
Total long-term debt 445,706
485,768
Less: current maturities (15,600 ) (45,600 )
Total long-term debt, net of current maturities $ 430,106

$ 440,168

⁽¹⁾


	June 30,		December 31,
(in thousands)	2021		2020
Uncollateralized senior notes:
5.93% note, due October 31, 2023	$	7,500	$	9,000
5.68% note, due June 30, 2026	14,500		17,400
6.43% note, due May 2, 2028	4,900		5,600
3.73% note, due December 16, 2028	16,000		16,000
3.88% note, due May 15, 2029	40,000		45,000
3.25% note, due April 30, 2032	70,000		70,000
3.48% note, due May 31, 2038	50,000		50,000
3.58% note, due November 30, 2038	50,000		50,000
3.98% note, due August 20, 2039	100,000		100,000
2.98% note, due December 20, 2034	70,000		70,000
3.00% note, due July 15, 2035	50,000		50,000
2.96% note, due August 15, 2035	40,000		40,000
Less: debt issuance costs	(850)		(901)
Total long-term debt	512,050		522,099
Less: current maturities	(13,600)		(13,600)
Total long-term debt, net of current maturities	$	498,450	$	508,499

~~FPU secured first mortgage bonds are guaranteed by Chesapeake Utilities.~~

~~Term Notes~~.

In January 2019, we issued a $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, whom are under no obligation to purchase any unsecured debt. The following table summarizes our Shelf Agreements at June 30, ~~2020:~~2021:

(in thousands) Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
Shelf Agreement
Prudential Shelf Agreement ^{(1) (2)}
$ 370,000
$ (170,000 ) $ (50,000 ) $ 150,000
MetLife Shelf Agreement ⁽³⁾
150,000
—
—
150,000
NYL Shelf Agreement ⁽⁴⁾
150,000
(100,000 ) (40,000 ) 10,000
Total Shelf Agreements as of June 30, 2020 $ 670,000
$ (270,000 ) $ (90,000 ) $ 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)	$	370,000	$	(220,000)	$	—	$	150,000
MetLife Shelf Agreement (1)	150,000		—		—		150,000
NYL Shelf Agreement (1)	150,000		(140,000)		—		10,000
Total Shelf Agreements as of June 30, 2021	$	670,000	$	(360,000)	$	0	$	310,000

(1) ~~In January 2020, we requested~~The Prudential, MetLife and ~~Prudential accepted our request to purchase $50.0 million of our unsecured debt. We issued the~~NYL Shelf ~~Notes~~Agreements expire in ~~July 2020 at the rate of 3.00 percent per annum.~~April 2023, May 2023 and November 2021, respectively.

⁽²⁾
~~In April 2020, the Prudential Shelf Agreement was amended to increase the available borrowing capacity to $150.0 million.~~

⁽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 in March 31, 2023.~~

⁽⁴⁾ ~~In February 2020, we requested and NYL accepted our request to purchase $40.0 million of our unsecured debt. We expect to issue the Shelf Notes in August 2020 at the rate of 2.96 percent per annum.~~

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. Short-Term Borrowings

We are authorized by our Board of Directors to borrow up to $400.0 million of short-term debt, as required. At June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had ~~$286.4~~$169.3 million and ~~$247.4~~$175.6 million, respectively, of short-term borrowings outstanding at ~~the~~a weighted average interest ~~rates~~rate of ~~1.05~~1.11 percent and ~~2.62 percent, respectively.~~1.28 percent. Included in the June 30, ~~2020~~2021 balance, is $100.0 million in short-term debt for which we have entered into interest rate swap ~~agreements~~agreements. In the fourth quarter of 2020, we entered into interest rate swaps with a notional amount of $60.0 million through December 2021 with pricing of 0.20 and 0.205 percent for the period associated with our outstanding borrowing under the Revolver. In February 2021, we entered into an additional interest rate swap with a notional amount of $40.0 million

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through December 2021 with pricing of 0.17 percent. Our short-term borrowing is based on the 30-day LIBOR rate. The interest rate swaps are cash settled monthly as ~~discussed below. We have an aggregate of $370.0~~the counter-party pays us the 30-day LIBOR rate less the fixed rate.

In September 2020, we entered into a $375.0 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~~syndicated Revolver with 5six participating ~~Lenders totaling $150.0 million.~~lenders. As a result of entering into the ~~uncertainty regarding the length of and depth of the impacts of the COVID-19 pandemic,~~Revolver, in ~~the second quarter of~~September 2020, we ~~received commitments for an additional $95.0 million~~terminated and paid all outstanding balances under the previously existing bilateral lines of ~~short-term debt capacity through four~~ credit ~~facilities that mature on October 31, 2020. These facilities have a commitment fee of 0.35 percent with an interest rate of 1.75 percent over LIBOR, to~~and the extent we borrow under these facilities. All of these facilities expire in October 2020. The following table summarizes our short-term borrowing facilities information at June 30, 2020 and December 31, 2019:

Outstanding borrowings at
(in thousands) Total Facility LIBOR Based Interest Rate June 30, 2020 December 31, 2019 Available at June 30, 2020
Bank Credit Facility
Existing Bilateral Facilities
Committed revolving credit facility A $ 55,000
plus 0.75 percent $ 55,000
$ 55,000
$ —
Committed revolving credit facility B 80,000
plus 0.75 percent 77,501
57,150
2,499
Committed revolving credit facility C 45,000
plus 0.75 percent 32,412
42,040
12,588
Committed revolving credit facility D 40,000
plus 0.85 percent 40,000
40,000
—
Committed revolving credit facility E⁽²⁾
150,000
plus 1.125 percent 80,000
50,000
70,000
Total existing bilateral facilities 370,000
284,913

244,190

85,087
Incremental Facilities
Committed revolving credit facility F 35,000
plus 1.75 percent —
—
35,000
Committed revolving credit facility G 15,000
plus 1.75 percent —
—
15,000
Committed revolving credit facility H 25,000
plus 1.75 percent —
—
25,000
Committed revolving credit facility I 20,000
plus 1.75 percent —
—
20,000
Total incremental facilities 95,000
—
—
95,000
Total short term credit facilities $ 465,000
284,913
244,190
$ 180,087
Book overdrafts⁽¹⁾
1,492
3,181

Total short-term borrowing $ 286,405
$ 247,371

⁽¹⁾ ~~If presented, these book overdrafts would be funded through the bank~~previous revolving credit ~~facilities.~~facility.

⁽²⁾~~This committed revolving credit facility includes a restriction that our short-term borrowings, excluding any borrowings under the committed revolving credit facility, cannot exceed $350.0 million.~~

The availability of funds under ~~our credit facilities~~the Revolver is subject to conditions specified in the ~~respective~~ credit ~~agreements,~~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 these agreements. We are required by the financial covenants in ~~our revolving credit facilities~~the Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent. As of June 30, ~~2020,~~2021, we are in compliance with ~~all~~this covenant.

The Revolver expires on September 29, 2021 and is available to provide funds for our short-term cash needs to meet seasonal working capital requirements and to temporarily fund portions of our ~~debt covenants.~~capital expenditures. Borrowings under the Revolver are subject to a pricing grid, including the commitment fee and the interest rate charged. Our pricing is adjusted each quarter based upon total indebtedness to total capitalization ratio. As of June 30, 2021, the pricing under the Revolver included an unused commitment fee of 0.15 percent and an interest rate of 1.0 percent over LIBOR. Our available credit under the Revolver at June 30, 2021 was $200.9 million. As of June 30, 2021, we had issued $4.8 million in letters of credit to various counterparties under the syndicated Revolver. These letters of credit are not included in the outstanding short-term borrowings and we do not anticipate that they will be drawn upon by the counterparties. The letters of credit reduce the available borrowings under our syndicated Revolver.

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17. Leases

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. The fixed swap rates will range between 0.2615 and 0.3875 percent for the period. Our short-term borrowing will be based on the 30-day LIBOR rate. The interest swap will be cash settled monthly as the counter-party will pay us the 30-day LIBOR rate less the fixed rate.


~~17.~~	~~Leases~~

We have entered into lease arrangements for office space, land, equipment, pipeline facilities and warehouses. These 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 ~~immaterial~~material additional annual lease costs. Most of our leases include options to renew, with renewal terms that can extend the lease term from 1one 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 June 30, ~~2020~~2021, 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~~that would preclude our ability to pay dividends, obtain financing or enter into additional leases. As of June 30, ~~2020,~~2021, 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 Six Months Ended
June 30, June 30,
( in thousands) Classification 2020 2019 2020 2019
Operating lease cost ⁽¹⁾
Operations expense $ 629
$ 654
$ 1,255
$ 1,288
Finance lease cost:
Amortization of lease assets Depreciation and amortization —
249
—
650
Interest on lease liabilities Interest expense —
1
—
5
Net lease cost $ 629
$ 904
$ 1,255
$ 1,943


		Three Months Ended				Six Months Ended
		June 30,				June 30,
( in thousands)	Classification	2021		2020		2021		2020
Operating lease cost (1)	Operations expense	$	515	$	629	$	1,038	$	1,255

⁽¹⁾ Includes short-term leases and variable lease costs, which are immaterial.

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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 June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

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(in thousands) Balance sheet classification June 30, 2020 December 31, 2019
Assets
Operating lease assets Operating lease right-of-use assets $ 11,546
$ 11,563
Total lease assets $ 11,546
$ 11,563
Liabilities
Current
Operating lease liabilities Other accrued liabilities $ 1,647
$ 1,705
Noncurrent
Operating lease liabilities Operating lease - liabilities 10,055
9,896
Total lease liabilities $ 11,702
$ 11,601


(in thousands)	Balance sheet classification	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease right-of-use assets	$	10,020	$	11,194
Liabilities
Current
Operating lease liabilities	Other accrued liabilities	$	1,732	$	1,747
Noncurrent
Operating lease liabilities	Operating lease - liabilities	8,719		9,872
Total lease liabilities		$	10,451	$	11,619

The following table presents our weighted-average remaining lease terms and weighted-average discount rates for our operating and financing leases at June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


	June 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
Weighted-average remaining lease term (in years)					Weighted-average remaining lease term (in years)
Operating leases	8.6		8.88		Operating leases	8.65		8.70

Weighted-average discount rate					Weighted-average discount rate
Operating leases	3.8	%	3.8	%	Operating leases	3.8	%	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 June 30, ~~2020~~2021 and ~~2019:~~2020:

Six Months Ended
June 30,
(in thousands) 2020 2019
Operating cash flows from operating leases $ 1,034
$ 1,100
Operating cash flows from finance leases $ —
$ 5
Financing cash flows from finance leases $ —
$ 650


	Six Months Ended
	June 30,
(in thousands)	2021		2020
Operating cash flows from operating leases	$	936	$	1,034

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The following table presents the future undiscounted maturities of our operating and financing leases at June 30, ~~2020~~2021 and for each of the next five years and thereafter:


(in thousands)	Operating Leases ⁽¹⁾		(in thousands)	Operating Leases (1)
Remainder of 2020	$	1,089
2021	2,031
Remainder of 2021			Remainder of 2021	$	1,060
2022	1,937		2022	1,845
2023	1,874		2023	1,762
2024	1,619		2024	1,607
2025	1,383		2025	1,387
2026			2026	951
Thereafter	3,876		Thereafter	3,596
Total lease payments	$	13,809	Total lease payments	$	12,208
Less: Interest	2,107		Less: Interest	1,757
Present value of lease liabilities	$	11,702	Present value of lease liabilities	$	10,451

⁽¹⁾ Operating lease payments include ~~$4.0~~$2.1 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,~~2020, including the audited consolidated financial statements and notes thereto.

Safe Harbor for Forward-Looking Statements

We make statements in this Quarterly Report on Form 10-Q that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. One can typically identify forward-looking statements by the use of forward-looking words, such as “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” “potential,” “forecast” or other similar words, or future or conditional verbs such as “may,” “will,” “should,” “would” or “could.” These statements represent our intentions, plans, expectations, assumptions and beliefs about future financial performance, business strategy, projected plans and objectives of the Company. Forward-looking statements speak only as of the date they are made or as of the date indicated and we do not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. These statements are subject to many risks, uncertainties and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements. In addition to the risk factors described under Item 1A, Risk Factors in our ~~2019~~2020 Annual Report on Form 10-K, ~~and Item 1A, Risk Factors, in this Quarterly Report on Form 10-Q,~~ such factors include, but are not limited to:

•state and federal legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed and the degree to which competition enters the electric and natural gas industries;

•the outcomes of regulatory, environmental and legal matters, including whether pending matters are resolved within current estimates and whether the related costs are adequately covered by insurance or recoverable in rates;

•the impact of climate change, including the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change;

•the impact of significant changes to current tax regulations and rates;

•the timing of certification authorizations associated with new capital projects and the ability to construct facilities at or below estimated costs;

•the availability to materials necessary to construct new capital projects;

•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, electricity, and ~~electricity;~~propane;

•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, electricity, 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 our transmission systems, establishing and maintaining key supply ~~sources;~~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;

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•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.

Introduction

We are an energy delivery company engaged in the distribution of natural gas, ~~propane~~electricity, and ~~electricity;~~propane; the transmission of natural gas; the generation of electricity and steam, and in providing related services to our customers.

Our strategy is focused on growing earnings from a stable 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.~~

strategyand create opportunities to continue our record of top tier returns on equity relative to our peer group.



~~Our~~Currently, our growth strategy is ~~to consistently produce industry-leading total shareholder return by profitably investing capital into~~focused on the following platforms, including: •Optimizing the earnings growth in our existing businesses, which includes organic growth, territory expansions, new pipeline expansions, and new products and services as well as increased opportunities ~~that leverage our skills~~for collaboration and ~~expertise in energy distribution and transmission to achieve high levels of service and growth. The key elements~~efficiencies across the organization as a result of our ~~strategy include:~~ongoing business transformation. •Growth of Marlin Gas Services’ CNG transport business and expansion into LNG and RNG transport services as well as methane capture. •Identifying and undertaking additional strategic propane and complementary business acquisitions that provide a larger foundation in current markets and expand our brand and presence into new strategic growth markets. •~~capital investment in~~Pursuit of growth opportunities that ~~generate~~enable us to utilize our ~~target returns;~~integrated set of energy delivery businesses to participate in renewable energy opportunities. • ~~expanding our energy distribution and transmission operations within our existing service areas as well as into new geographic areas;~~ • ~~providing new services in our current service areas;~~ • ~~expanding our footprint in potential growth markets through strategic acquisitions 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.~~

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 and Six ~~months~~Months Ended June 30, ~~2020~~2021

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.

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 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 ~~impact~~impacted economic conditions in the United ~~States. We are~~States in 2020 and continued into 2021. Chesapeake Utilities is considered an “essential business,” which ~~allows~~has allowed us to continue ~~our~~ operational activities and construction projects while adhering to the social distancing restrictions ~~remain~~that were in place. ~~In response~~At this time, restrictions continue to be lifted as vaccines have become more available in the United States. For example, the state of emergency in Florida was terminated in May 2021 followed by Delaware and Maryland in July 2021, resulting in reduced restrictions. Despite these positive state orders and in light of the continued emergence and growing prevalence of the new variants of COVID-19, ~~pandemic and related restrictions,~~ we ~~implemented~~continue to operate under our pandemic response plan, ~~which includes having~~monitor developments affecting employees, customers, suppliers, stockholders and take all ~~employees who can work remotely do so~~precautions warranted to operate safely and to comply with the CDC and the Occupational Safety and Health Administration, in order to ~~promote social distancing~~protect our employees, customers and ~~providing personal protective equipment to field employees to reduce~~ the ~~spread~~communities.

Impacts from the restrictions imposed in our service territories and the implementation of ~~COVID-19. For the three and six months ended June 30, 2020, the estimated impacts that COVID-19 had on~~ our ~~earnings was $0.9 million and $1.1 million, respectively, primarily driven by~~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 ~~personal~~ equipment and premium pay for field ~~personnel and higher bad debt expense.~~personnel. The additional operating expenses we incurred support the ongoing delivery of our essential services during these unprecedented times. The negative impact was partially offset by reduced federal income tax expense recognized in connection with implementation of the CARES Act and lower short-term borrowing costs resulting from a decrease in interest rates. As the COVID-19 pandemic is ongoing, to date we have not established regulatory assets associated with the incremental expense impacts, as currently authorized by the Delaware and Maryland PSCs. In Florida, the PSC requires utility companies seeking regulatory asset treatment for COVID-19 related expenses to individually file a formal petition for consideration. We are committed to communicating timely updates and will continue to monitor developments affecting our employees, customers, suppliers, stockholders 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, and update and communicate the ongoing financial impact on our results once determined. Refer to Note 5, Rates and Other Regulatory Activities ~~in the condensed consolidated financial statements~~, for further information on the ~~potential deferral~~regulated assets established as a result of the incremental expenses incurred associated with COVID-19.

Environmental, Social and Governance Initiatives

ESG initiatives are embedded within Chesapeake Utilities culture and are an integral part of our strategy. ESG is at the core of our well-established culture and our informed business decisions. Over the years, we have reduced our greenhouse gas emissions, while responsibly growing our businesses. We have also helped to accelerate the reduction of emissions by many of our customers. Our combined efforts have enhanced the sustainability of our local communities.We look forward to publishing our inaugural Corporate Responsibility and Sustainability Report later this year. Below we have highlighted several of Chesapeake Utilities initiatives in each area of ESG:

Advancing Environmental Initiatives

Our three-part action plan continues to make progress. We are pursuing a three-part action plan that supports decarbonization and a lower carbon energy future. First, we are taking actions that will continue to reduce our greenhouse gas emissions. For example, we have largely completed our Florida GRIP, as we commonly refer to it, which replaces older portions of our natural gas distribution system. The remaining capital expenditures associated with this program will be invested through 2022. Our Elkton Gas subsidiary also recently reached a settlement agreement with the Maryland PSC to accelerate its Aldyl-A pipeline replacement program and to recover the costs of the plan in the form of a fixed charge rider through a proposed 5-year surcharge.Throughout our pipeline system, we have also implemented improved emission detection technology at our pipeline compressor stations.

The second component of our action plan is providing services and support to our customers who are reducing their greenhouse gas emissions. Our current Del-Mar Energy Pathway Project, which is expected to be complete by the end of the year, will bring natural gas to Somerset County, Maryland for the first time. As part of this project, our services will support the conversion by two significant industrial customers in Somerset County from less environmentally friendly fuel sources, including in one case, wood chips. Similarly, several of our commercial customers continue to convert their vehicle fleet to compressed natural gas or propane, further reducing their greenhouse gas emissions and positively impacting the environment.

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We continue to see significant demand for new natural gas service in both our Delmarva and Florida territories, with our growth rates more than double the industry’s growth rates. In many of our local markets, natural gas is a cleaner fuel option than alternative energy sources. Natural gas is an important component of the country’s energy transition and we are committed to responsibly expanding the infrastructure in our growing service areas.

These same markets are also presenting RNG opportunities with ongoing projects to transform landfill, food, dairy and poultry waste into usable energy. The development of several RNG projects is the third component of our action plan. Our participation in these projects extends from transporting the RNG to market by pipeline or our Marlin Gas Services compressed natural gas trailers, to potential investments in biogas plants and, in some cases, the solar energy facilities to provide electricity to the plants and significantly improve the RNG carbon intensity score. To date, we’ve announced three projects that, if developed, will introduce RNG into two of our services territories for the first time. We are continuing to actively consider other renewable projects and the potential of increasing the number of RNG projects in our diversified energy portfolio. We are committed to remaining disciplined in our approach by pursuing projects that meet our return thresholds and strategic goals.

We also have several other initiatives underway, including plans to add additional small solar facilities along our system, and our participation in a pilot program to blend hydrogen into the natural gas distribution system that serves our Eight Flags combined heat and power plant. We are optimistic about this pilot program and believe that hydrogen will continue to gain in efficiency and become more price competitive over time.

To finance these projects, we are working with many of our key banking partners to establish sustainable debt financing capacity at attractive pricing.

Advancing Social Initiatives

Promoting equity, diversity and inclusion (“EDI”).Our success is the direct result of our employees and our strong culture that fully engages our team and promotes equity, diversity, inclusion, integrity, accountability and reliability. We believe that a combination of diverse team members and an inclusive culture contributes to the success of our Company and to enhanced societal advancement. Our eleven member Board of Directors includes, two female directors, an African American Director and a Director who is of Middle Eastern descent.

We established an EDI Council in 2020, complementing and broadening the work our Women in Energy group started years ago. The Council oversees our efforts to improve diversity in recruitment, employee development and advancement, cultural awareness and related policies. These efforts are expanded through the broad reach of our six Employee Resource Groups and other partnerships we have in the community. Employees have access to communications and on-demand learning sessions on an array of topics, including equity, diversity and inclusion, through our “EDI Wise” webinars. We have also expanded our supplier diversity program to gather information that will enable us to further expand, measure and report on the diversity of our suppliers and associated spend.

Safety at the center of Chesapeake Utilities culture and the way we do business.There is nothing more important than the safety of our team, our customers and our communities. The importance of safety is exhibited throughout our organization, with the direction and tone set by the Board of Directors and our President and Chief Executive Officer. Employees are required to attend monthly safety meetings and incorporate safety moments at operational and other meetings. The achievement of superior safety performance is both an important short and long-term strategic initiative in managing our operations. Our new state-of-the-art training center, named ‘Safety Town,’ provides employees hands-on training and simulated on-the-job field experiences, further developing our team and enhancing the reliability and integrity of our systems. Safety Town has also expanded our community outreach by offering safety training to many regional first responders. Our second Safety Town facility will be located in Florida and is in the final stages of planning.

Advancing Governance Initiatives

Commitment to sound governance practices. Consistent with our culture of teamwork, the broad responsibility of ESG stewardship is supported across our organization by the dedication and efforts of the Board and its Committees, as well as the entrepreneurship and dedication of our team. As stewards of long-term enterprise value, the Board is committed to overseeing the sustainability of the Company. The Board and Corporate Governance Committee annually reviews our corporate governance documents and practices to ensure that they provide the appropriate framework under which we operate. In recent years, we have received national recognition as the Governance Team of the Year, and also Best for Corporate Governance Among North American Utilities. To learn more about our corporate governance practices and transparency, stakeholder

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engagement, the experience and diversity of our Board members, and our Business Code of Ethics and Conduct, which highlights our commitment to the highest ethical standards and the importance of engaging in sustainable practices, please view our Proxy Statement filed with the Securities and Exchange Commission on March 22, 2021. Additionally, please view Chesapeake Utilities historical quarterly earnings conference calls for additional discussions on ESG and our sustainability practices.

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Operational Highlights

~~Our net income for the three months ended June 30, 2020 was $11.0 million, or $0.66 per share, compared to $8.3 million, or $0.50 per share, for the same quarter of 2019.~~

Our income from continuing operations for the three months ended June 30, ~~2020~~2021 was $13.8 million, or $0.78 per share, compared to $10.7 million, or $0.64 ~~per share, compared to $8.9 million, or $0.54~~ per share, for the same quarter of ~~2019.~~2020. Operating income for the three months ended June 30, ~~2020 decreased~~2021 increased by ~~$0.2~~$4.6 million, ~~compared to~~or 25.6 percent, over the same period in ~~2019.~~2020. Higher earnings for the second quarter of 2021 reflected continued pipeline expansion projects, margin generated from consumption returning to pre-pandemic levels, contributions from 2020 acquisitions, natural gas distribution growth and margin growth from increased investment in GRIP, and the timing of the impact of the Hurricane Michael regulatory proceeding settlement. The ~~decrease in operating income was driven~~margin increases were partially offset by higher depreciation, amortization and property taxes related to recent capital investments and operating expenses associated primarily with growth ~~as well as~~initiatives and a return to pre-pandemic conditions, including payroll, benefits and other employee-related expenses and outside services costs. The operating expense increases were partially offset by $2.2 million of lower pandemic related costs and the ~~unfavorable impacts~~regulatory deferral of ~~COVID-19.~~COVID-19 expenses.


	Three Months Ended
	June 30,				Increase
	2021		2020		(decrease)
(in thousands except per share)
Gross Margin
Regulated Energy segment	$	66,463	$	57,131	$	9,332
Unregulated Energy segment	17,952		17,032		920
Other businesses and eliminations	(34)		(73)		39
Total Gross Margin	$	84,381	$	74,090	$	10,291

Operating Income
Regulated Energy segment	$	22,808	$	18,006	$	4,802
Unregulated Energy segment	(445)		281		(726)
Other businesses and eliminations	215		(310)		525
Total Operating Income	22,578		17,977		4,601
Other income (expense), net	1,456		(279)		1,735
Interest charges	5,054		5,054		—
Income from Continuing Operations Before Income Taxes	18,980		12,644		6,336
Income Taxes on Continuing Operations	5,165		1,983		3,182
Income from Continuing operations	13,815		10,661		3,154
Income (Loss) from Discontinued Operations	(2)		295		(297)
Net Income	$	13,813	$	10,956	$	2,857
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	0.79	$	0.65	$	0.14
Earnings from Discontinued Operations	—		0.02		(0.02)
Basic Earnings Per Share of Common Stock	$	0.79	$	0.67	$	0.12
Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	0.78	$	0.64	$	0.14
Earnings from Discontinued Operations	—		0.02		(0.02)
Diluted Earnings Per Share of Common Stock	$	0.78	$	0.66	$	0.12

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Three Months Ended
June 30, Increase /
2020 2019 (decrease)
(in thousands except per share)
Gross Margin
Regulated Energy segment $ 57,131
$ 55,086
$ 2,045
Unregulated Energy segment 17,032
14,380
2,652
Other businesses and eliminations (73 ) (97 ) 24
Total Gross Margin $ 74,090
$ 69,369
$ 4,721

Operating Income
Regulated Energy segment $ 18,006
$ 18,028
$ (22 )
Unregulated Energy segment 281
(771 ) 1,052
Other businesses and eliminations (310 ) 908
(1,218 )
Total Operating Income 17,977
18,165
(188 )
Other expense, net (279 ) (320 ) 41
Interest charges 5,054
5,552
(498 )
Income from Continuing Operations Before Income Taxes 12,644
12,293
351
Income Taxes on Continuing Operations 1,983
3,379
(1,396 )
Income from Continuing operations 10,661
8,914
1,747
Gain (Loss) from Discontinued Operations 295
(610 ) 905
Net Income $ 10,956
$ 8,304
$ 2,652
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations $ 0.65
$ 0.55
$ 0.10
Earnings (loss) from Discontinued Operations 0.02
(0.04 ) 0.06
Basic Earnings Per Share of Common Stock $ 0.67
$ 0.51
$ 0.16

Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations $ 0.64
$ 0.54
$ 0.10
Earnings (loss) from Discontinued Operations 0.02
(0.04 ) 0.06
Diluted Earnings Per Share of Common Stock $ 0.66
$ 0.50
$ 0.16

~~Table of Contents~~

Key variances in continuing operations, between the second quarter of ~~2020~~2021 and the second quarter of ~~2019,~~2020, included:

(in thousands, except per share data) Pre-tax
Income Net
Income Earnings
Per Share
Second Quarter of 2019 Reported Results from Continuing Operations $ 12,293
$ 8,914
$ 0.54

Adjusting for Unusual Items:
Unfavorable COVID-19 impacts (3,595 ) (2,557 ) (0.15 )
Increased customer consumption - primarily due to colder weather 2,013
1,432
0.08
Favorable federal income tax impact associated with the CARES Act —
1,669
0.10
(1,582 ) 544
0.03

Increased (Decreased) Gross Margins:
Eastern Shore and Peninsula Pipeline service expansions* 1,776
1,263
0.07
Increased gross margin from demand for Marlin Gas Services * 1,077
766
0.05
Increased retail propane margins per gallon 867
616
0.04
Natural gas growth (excluding service expansions) 832
592
0.04
Margin contributions from Boulden acquisition (completed December 2019)* 549
390
0.02
5,101
3,627
0.22

(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Payroll, Benefits and other employee-related expenses (967 ) (688 ) (0.05 )
Depreciation, asset removal and property tax costs due to new capital investments (932 ) (663 ) (0.04 )
Insurance expense (non-health) - both insured and self-insured (547 ) (389 ) (0.02 )
Operating expenses from Boulden acquisition (completed December 2019) * (498 ) (354 ) (0.02 )
(2,944 ) (2,094 ) (0.13 )

Other income tax effects —
(177 ) (0.01 )
Interest charges (436 ) (310 ) (0.02 )
Lower pension expense 371
264
0.02
Net other changes (159 ) (107 ) (0.01 )
(224 ) (330 ) (0.02 )

Second Quarter of 2020 Reported Results from Continuing Operations $ 12,644
$ 10,661
$ 0.64


(in thousands, except per share data)	Pre-tax Income		Net Income		Earnings Per Share
Second Quarter of 2020 Reported Results from Continuing Operations	$	12,644	$	10,661	$	0.64

Adjusting for Unusual Items:
Gains from sales of assets	1,294		942		0.05
Regulatory deferral of COVID-19 expenses per PSCs orders	748		544		0.03
Absence of the favorable income tax impact associated with the CARES Act recorded in the second quarter of 2020	—		(1,669)		(0.10)
	2,042		(183)		(0.02)

Increased (Decreased) Gross Margins:
Hurricane Michael Settlement margin impact*	3,145		2,289		0.13
Eastern Shore and Peninsula Pipeline service expansions*	2,259		1,644		0.09
Increased customer consumption - primarily due to a return to pre-pandemic conditions	1,974		1,437		0.08
Margin contributions from Elkton Gas and Western Natural Gas*	1,135		826		0.05
Natural gas growth (excluding service expansions)	752		547		0.04
Aspire Energy improved margin including natural gas liquid processing	677		493		0.03
Florida GRIP*	572		416		0.02
	10,514		7,652		0.44

(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	(2,268)		(1,651)		(0.09)
Hurricane Michael settlement agreement - depreciation and amortization impact	(1,774)		(1,291)		(0.07)
Depreciation, amortization and property tax costs due to new capital investments	(1,505)		(1,095)		(0.06)
Payroll, Benefits and other employee-related expenses	(1,320)		(961)		(0.05)
Operating expenses for Elkton Gas and Western Natural Gas acquisitions	(939)		(683)		(0.04)
Reduction in expenses associated with the COVID-19 pandemic	1,465		1,066		0.06
	(6,341)		(4,615)		(0.25)

Other income tax effects	—		214		0.01
Net other changes	121		86		—
Change in shares outstanding due to 2020 and 2021 equity offerings	—		—		(0.04)
	121		300		(0.03)
Second Quarter of 2021 Reported Results from Continuing Operations	$	18,980	$	13,815	$	0.78

*See the Major Projects and Initiatives table.

Our ~~net income for the six months ended June 30, 2020 was $39.9 million, or $2.42 per share, compared to $37.0 million, or $2.25 per share for the same period of 2019. Our net~~ income from continuing operations for the six months ended June 30, ~~2020~~2021 was $48.3 million, or $2.75 per share, compared to $39.7 million, or $2.41 ~~per share compared to $37.7 million, or $2.30~~ per share, for the same period of ~~2019.~~2020. Operating income for the six months ended June 30, ~~2020 decreased~~2021 increased by ~~$2.2~~$14.1 million, or ~~3.5~~23.4 percent, ~~compared to~~over the same period in ~~2019.~~2020. Higher ~~operating income~~earnings for the first six months of 2021 reflected a return to more normal weather compared to 2020 that was warmer than normal. Our earnings also increased from expansion projects and acquisitions completed in 2020. Further contributing to the improved performance in the first six months of 2021 were organic growth, ~~projects, contributions from the Boulden asset acquisition in December 2019 and higher~~consumption returning to pre-pandemic levels, increased retail propane margins per gallon, and the timing of the impact of the Hurricane Michael regulatory proceeding settlement. The margin increases were partially offset by ~~the unfavorable impacts of COVID-19.~~higher depreciation, amortization and property taxes related to recent capital investments and operating expenses associated primarily with growth initiatives, including payroll, benefits and other employee-related

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expenses and outside services costs. The operating expense increases were partially offset by $2.8 million of lower pandemic expenses and the regulatory deferral of COVID-19 expenses.


	Six Months Ended
	June 30,				Increase
	2021		2020		(decrease)
(in thousands except per share)
Gross Margin
Regulated Energy segment	$	144,616	$	125,254	$	19,362
Unregulated Energy segment	56,728		48,814		7,914
Other businesses and eliminations	(73)		(157)		84
Total Gross Margin	$	201,271	$	173,911	$	27,360

Operating Income
Regulated Energy segment	$	55,673	$	45,894	$	9,779
Unregulated Energy segment	18,660		14,142		4,518
Other businesses and eliminations	(158)		75		(233)
Total Operating Income	74,175		60,111		14,064
Other income, net	1,841		3,039		(1,198)
Interest charges	10,159		10,868		(709)
Income from Continuing Operations Before Income Taxes	65,857		52,282		13,575
Income Taxes on Continuing Operations	17,570		12,580		4,990
Income from Continuing operations	48,287		39,702		8,585
Income (Loss) from Discontinued Operations	(8)		184		(192)
Net Income	$	48,279	$	39,886	$	8,393
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	2.76	$	2.42	$	0.34
Earnings from Discontinued Operations	—		0.01		(0.01)
Basic Earnings Per Share of Common Stock	$	2.76	$	2.43	$	0.33
Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	2.75	$	2.41	$	0.34
Earnings from Discontinued Operations	—		0.01		(0.01)
Diluted Earnings Per Share of Common Stock	$	2.75	$	2.42	$	0.33

Six Months Ended
June 30, Increase
2020 2019 (decrease)
(in thousands except per share)
Gross Margin
Regulated Energy segment $ 125,254
$ 122,188
$ 3,066
Unregulated Energy segment 48,815
46,922
1,893
Other businesses and eliminations (158 ) (205 ) 47
Total Gross Margin $ 173,911
$ 168,905
5,006

Operating Income
Regulated Energy segment $ 45,894
$ 47,769
$ (1,875 )
Unregulated Energy segment 14,142
14,486
(344 )
Other businesses and eliminations 75
32
43
Total Operating Income 60,111
62,287
(2,176 )
Other income (expense), net 3,039
(380 ) 3,419
Interest charges 10,868
11,180
(312 )
Income from Continuing Operations Before Income Taxes 52,282
50,727
1,555
Income taxes on Continuing Operations 12,580
13,002
(422 )
Income from Continuing operations 39,702
37,725
1,977
Income (loss) from Discontinued Operations 184
(757 ) 941
Net Income $ 39,886
$ 36,968
$ 2,918
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations $ 2.42
$ 2.31
$ 0.11
Earnings (loss) from Discontinued Operations 0.01
(0.05 ) 0.06
Basic Earnings Per Share of Common Stock $ 2.43
$ 2.26
$ 0.17

Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations $ 2.41
$ 2.30
$ 0.11
Earnings (loss) from Discontinued Operations 0.01
(0.05 ) 0.06
Diluted Earnings Per Share of Common Stock $ 2.42
$ 2.25
$ 0.17

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Key variances in continuing operations, between the six months ended ~~2020~~June 30, 2021 and the six months ended ~~2019,~~June 30, 2020, included:

(in thousands, except per share data) Pre-tax
Income Net
Income Earnings
Per Share
Six Months Ended June 30, 2019 Reported Results from Continuing Operations: $ 50,727
$ 37,725
$ 2.30

Adjusting for Unusual Items:
Unfavorable COVID-19 impacts (3,800 ) (2,764 ) (0.17 )
Decreased customer consumption - primarily due to milder weather (1,931 ) (1,405 ) (0.09 )
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 assets 3,162
2,317
0.14
Favorable income tax impact associated with the CARES Act —
1,669
0.10
(3,479 ) (850 ) (0.06 )

Increased (Decreased) Gross Margins:
Eastern Shore and Peninsula Pipeline service expansions* 2,839
2,065
0.12
Margin contribution from Boulden acquisition (completed December 2019)* 2,437
1,773
0.11
Increased retail propane margins per gallon 2,009
1,461
0.09
Natural gas growth (excluding service expansions) 1,928
1,403
0.09
Aspire Energy rate increases 308
224
0.01
9,521
6,926
0.42

(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Depreciation, asset removal and property taxes (2,421 ) (1,761 ) (0.11 )
Insurance expense (non-health) - both insured and self-insured (1,578 ) (1,148 ) (0.07 )
Operating expenses from Boulden acquisition (completed December 2019) (1,032 ) (751 ) (0.05 )
Facilities maintenance costs (757 ) (550 ) (0.03 )
Payroll, benefits and other employee-related expenses 261
190
0.01
(5,527 ) (4,020 ) (0.25 )

Other income tax effects —
(849 ) (0.05 )
Interest Charges (783 ) (570 ) (0.03 )
Lower pension expense 743
540
0.03
Net other changes 1,080
800
0.05
1,040
(79 ) —

Six Months Ended June 30, 2020 Reported Results from Continuing Operations $ 52,282
$ 39,702
$ 2.41


(in thousands, except per share data)	Pre-tax Income		Net Income		Earnings Per Share
Six Months Ended June 30, 2020 Reported Results from Continuing Operations	$	52,282	$	39,702	$	2.41

Adjusting for Unusual Items:
Gains from sales of assets	(1,563)		(1,146)		(0.07)
Regulatory deferral of COVID-19 expenses per PSCs orders	944		692		0.04
Absence of the favorable income tax impact associated with the CARES Act recorded in the second quarter of 2020	—		(1,669)		(0.10)
	(619)		(2,123)		(0.13)
Increased (Decreased) Gross Margins:
Increased customer consumption - primarily weather related	5,936		4,352		0.25
Hurricane Michael Settlement margin impact *	5,720		4,194		0.24
Eastern Shore and Peninsula Pipeline service expansions*	5,239		3,841		0.22
Margin contributions from Elkton Gas and Western Natural Gas*	2,998		2,198		0.12
Increased customer consumption - primarily due to a return to pre-pandemic conditions	1,744		1,279		0.07
Natural gas growth (excluding service expansions)	1,691		1,240		0.07
Increased retail propane margins per gallon	1,137		834		0.05
Florida GRIP*	931		682		0.04
Aspire Energy improved margin including natural gas liquid processing	691		506		0.03
Sandpiper infrastructure rider associated with conversions	455		334		0.03
	26,542		19,460		1.12

(Increased) Decreased Operating Expenses (Excluding Cost of Sales):
Hurricane Michael settlement agreement - depreciation and amortization impact	(3,550)		(2,603)		(0.15)
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	(3,370)		(2,471)		(0.14)
Payroll, benefits and other employee-related expenses due to growth	(3,301)		(2,421)		(0.14)
Depreciation, amortization and property tax costs due to new capital investments	(3,215)		(2,357)		(0.13)
Operating expenses for Elkton Gas and Western Natural Gas acquisitions	(1,968)		(1,443)		(0.08)
Insurance expense (non-health) - both insured and self-insured	(513)		(376)		(0.02)
Reduction in expenses associated with the COVID-19 pandemic	1,893		1,388		0.08
	(14,024)		(10,283)		(0.58)

Interest charges (1)	765		561		0.03
Other income tax effects	—		302		0.02
Net other changes	911		668		0.03
Change in shares outstanding due to 2020 and 2021 equity offerings	—		—		(0.15)
	1,676		1,531		(0.07)
Six Months Ended June 30, 2021 Reported Results from Continuing Operations	$	65,857	$	48,287	$	2.75

*See the Major Projects and Initiatives table.

(1) Interest charges include amortization of a regulatory liability of $0.6 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~~table includes the major projects/initiatives recently completed and currently underway. Major 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~~completed and the associated earnings can be estimated.


	Gross Margin for the Period															Gross Margin for the Period
	Three Months Ended				Six Months Ended				Year Ended		Estimate for					Three Months Ended				Six Months Ended				Year Ended		Estimate for
	June 30,				June 30,				December 31,		Fiscal					June 30,				June 30,				December 31,		Fiscal
in thousands	2020		2019		2020		2019		2019		2020		2021		in thousands	2021		2020		2021		2020		2020		2021		2022
Pipeline Expansions:															Pipeline Expansions:
Regulated Energy
West Palm Beach County, Florida Expansion⁽¹⁾	$	967	$	161	$	1,968	$	293	$	2,139	$	4,092	$	5,227
Del-Mar Energy Pathway⁽¹⁾	452		189		641		353		731		2,398		4,100
Auburndale	170		—		340		—		283		679		679
Callahan Intrastate Pipeline (including related natural gas distribution services)	536		—		536		—		—		4,039		7,564
Western Palm Beach County, Florida Expansion (1)															Western Palm Beach County, Florida Expansion (1)	$	1,172	$	967	$	2,340	$	1,968	$	4,167	$	4,811	$	5,227
Del-Mar Energy Pathway (1) (2)															Del-Mar Energy Pathway (1) (2)	921		452		1,805		641		2,462		4,134		6,708
Callahan Intrastate Pipeline (2)															Callahan Intrastate Pipeline (2)	2,121		536		4,239		536		3,851		7,564		7,598
Guernsey Power Station	—		—		—		—		—		—		700		Guernsey Power Station	47		—		94		—		—		514		1,486
Winter Haven Expansion															Winter Haven Expansion	—		—		—		—		—		—		426
Beachside Pipeline Expansion															Beachside Pipeline Expansion	—		—		—		—		—		—		—
Total Pipeline Expansions	2,125		350		3,485		646		3,153		11,208		18,270		Total Pipeline Expansions	4,261		1,955		8,478		3,145		10,480		17,023		21,445

Virtual Pipeline Growth:
Compressed Natural Gas Transportation	2,107		1,030		3,454		3,359		5,410		6,900		7,700
Renewable Natural Gas Transportation	—		—		—		—		—		—		1,000
Total Virtual Pipeline Growth	2,107		1,030		3,454		3,359		5,410		6,900		8,700
CNG Transportation															CNG Transportation	1,708		2,107		3,785		3,454		7,231		7,900		8,500

RNG Transportation															RNG Transportation	—		—		—		—		—		150		1,000

Acquisitions:															Acquisitions:
Boulden Propane	549		—		2,437		—		329		3,800		4,200
Elkton Gas	—		—		—		—		—		1,207		3,992		Elkton Gas	746		—		2,058		—		1,344		3,992		4,113
Western Natural Gas															Western Natural Gas	389		—		939		—		389		2,066		2,251
Escambia Meter Station															Escambia Meter Station	83		—		83		—		—		583		1,000
Total Acquisitions	549		—		2,437		—		329		5,007		8,192		Total Acquisitions	1,218		—		3,080		—		1,733		6,641		7,364

Regulatory Initiatives:															Regulatory Initiatives:
Florida GRIP	3,609		3,530		7,305		7,311		13,939		15,206		16,898		Florida GRIP	4,181		3,609		8,236		7,305		15,178		16,848		17,882
Hurricane Michael regulatory proceeding	—		—		—		—		—		TBD		TBD
Hurricane Michael Regulatory Proceeding															Hurricane Michael Regulatory Proceeding	3,145		—		5,720		—		10,864		11,014		11,014
Capital Cost Surcharge Programs															Capital Cost Surcharge Programs	120		128		257		261		523		1,186		1,985
Elkton STRIDE Plan															Elkton STRIDE Plan	—		—		—		—		—		45		299
Total Regulatory Initiatives	3,609		3,530		7,305		7,311		13,939		15,206		16,898		Total Regulatory Initiatives	7,446		3,737		14,213		7,566		26,565		29,093		31,180

Total	$	8,390	$	4,910	$	16,681	$	11,316	$	22,831	$	38,321	$	52,060	Total	$	14,633	$	7,799	$	29,556	$	14,165	$	46,009	$	60,807	$	69,489

(1) Includes gross margin generated from interim services.

(2) Includes gross margin from natural gas distribution services.

Detailed Discussion of Major Projects and Initiatives

Pipeline Expansions ~~- Regulated Energy~~

West Palm Beach County, Florida Expansion

Peninsula Pipeline is constructing four transmission lines to bring additional natural gas to our distribution system in West Palm Beach, Florida. The first phase of this project was placed into service in December 2018 and generated incremental gross margin of ~~$0.8~~$0.2 million and ~~$1.7~~$0.4 million ~~including interim services,~~ for the three and six months ended June 30, ~~2020~~2021, respectively, compared to ~~2019,~~

~~Table of Contents~~

~~respectively.~~2020. We expect to complete the remainder of the project in phases through the ~~third~~fourth quarter of ~~2020,~~2021, and estimate that the project will generate annual gross margin of ~~$4.1~~$4.8 million in ~~2020~~2021 and $5.2 million annually thereafter.

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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 Dekatherms per day ("Dts/d")/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 additional gross margin of $0.5 million and ~~$0.6~~$1.2 million for the three and six months ended June 30, ~~2020,~~2021, respectively. The estimated annual gross margin from this project including natural gas distribution service in Somerset County, Maryland, is approximately ~~$2.4 million in 2020,~~ $4.1 million in 2021 and ~~$5.1~~$6.7 million annually thereafter.

~~Auburndale~~

In August 2019, the Florida PSC approved Peninsula Pipeline's Transportation Service Agreement with the Florida Division of Chesapeake Utilities. Peninsula Pipeline purchased an existing pipeline owned by the Florida Division of Chesapeake Utilities and Calpine and has completed the construction of pipeline facilities in Polk County, Florida. Peninsula Pipeline provides transportation service to the Florida Division of Chesapeake Utilities increasing both delivery capacity and downstream pressure as well as introducing a secondary source of natural gas for the Florida Division of Chesapeake Utilities' distribution system. Peninsula Pipeline generated gross margin from this project of $0.2 million and $0.3 million for the three and six months ended June 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~~completed the construction of a jointly owned intrastate transmission pipeline with Seacoast Gas Transmission in Nassau County, Florida. in June 2020. The 26-mile pipeline ~~will serve~~serves growing demand for energy in both Nassau and Duval Counties. ~~This project was placed in service in June 2020~~, ~~one month earlier than initially forecasted, and generated $0.5 million in additional gross for~~For the three and six months ended June 30, ~~2020. Peninsula Pipeline expects to generate~~2021, the project generated $1.6 million and $3.7 million, respectively, in additional gross margin, ~~of $4.0~~which includes margin from natural gas distribution service. The estimated annual gross margin from this project including natural gas distribution service is approximately $7.6 million in ~~2020~~2021 and ~~$7.6 million annually thereafter.~~beyond.

~~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. In the second quarter of 2021, Aspire Energy Express ~~is expected to commence~~commenced construction of the gas transmission facilities to provide the firm transportation service to the power generation ~~facility in~~facility. For the ~~second quarter~~six months ended June 30, 2021, we received approximately $0.1 million, related to the construction delay of ~~2021. This~~the in-service date of the project. The project is expected to be in service in the fourth quarter of 2021, and produce gross margin of approximately ~~$0.7~~$0.5 million in 2021 and $1.5 million in 2022 and beyond.

~~Virtual~~Winter Haven Expansion

In May 2021, Peninsula Pipeline ~~Growth~~filed a petition with the Florida PSC for approval of its Transportation Service Agreement with CFG for an incremental 6,800 Dts/d of firm service in the Winter Haven, Florida area. As part of this agreement, Peninsula Pipeline will construct a new interconnect with FGT and a new regulator station for CFG. CFG will use the additional firm service to support new incremental load due to growth in the area, including providing service most immediately to a new can manufacturing facility, as well as provide reliability and operational benefits to CFG’s existing distribution system in the area. In connection with Peninsula Pipeline’s new regulator station, CFG is also extending its distribution system to connect to the new station. We expect this expansion to generate additional gross margin of $0.4 million beginning in 2022 and beyond.

Beachside Pipeline Expansion

In June 2021, Peninsula Pipeline and Florida City Gas entered into a Transportation Service Agreement for an incremental 10,176 Dts/d of firm service in Indian River County, Florida, to support Florida City Gas’ growth along the Indian River's barrier island. As part of this agreement, Peninsula Pipeline will construct approximately 11.3 miles of pipeline from its existing pipeline in the Sebastian, Florida, area east under the ICW and southward on the barrier island. We expect this expansion to generate additional annual gross margin of $2.5 million in 2023 and beyond.

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~~While margin was slightly down for the ~~three and six months ended June 30, 2020,~~ quarter by $0.4 million, on a year-to-date basis,Marlin Gas Services generated additional gross margin of ~~$1.1 million and $0.1 million, respectively.~~$0.3 million. We estimate that Marlin Gas Services will generate annual gross margin of approximately ~~$6.9 million in 2020 and $7.7~~$7.9 million in 2021 and $8.5 million in 2022, with the 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 opportunities and ~~most recently, announcing its expansion into the~~RNG transportation ~~of renewable natural gas~~opportunities from diverse supply sources to various pipeline interconnection points, as further outlined below.

~~Renewable Natural Gas~~

RNG Transportation

Noble Road Landfill RNG Project

In September 2020, Fortistar and Rumpke Waste & Recycling announced commencement of construction of the Noble Road Landfill RNG Project in Shiloh, Ohio. The project includes the construction of a new state-of-the-art facility that will utilize

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advanced, patented technology to treat landfill gas by removing carbon dioxide and other components to purify the gas and produce pipeline quality RNG. Aspire Energy has begun constructing an approximately 17.5 mile pipeline to inject the RNG from this project to its system for distribution to end use customers. Once flowing, the RNG volume will represent nearly 10 percent of Aspire Energy’s gas gathering volumes.

Bioenergy ~~Devco~~DevCo

In June 2020, our Delmarva natural gas operations and Bioenergy ~~Devco~~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~~extract RNG from poultry ~~waste and convert it into renewable natural gas.~~production waste. BDC and our affiliates are collaborating on this project in addition to several other project sites where organic waste can be converted into a carbon-negative energy source.

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~~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~~RNG created from the organic waste from the BDC facility to an Eastern Shore interconnection, where itthe sustainable fuel will be introduced tointo our ~~distribution~~transmission 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~~RNG to our operations. As part of this partnership, we will transport the ~~renewable natural gas~~RNG 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 ~~and distribute~~ the ~~renewable~~RNG from CleanBay to our Delmarva natural gas ~~from CleanBay~~distribution system where it ~~will~~is ultimately be delivered to the Delmarva natural gas distribution end use customers.

At the present time, we ~~have disclosed that we~~ expect to generate ~~$1.0~~$0.2 million in 2021 in incremental margin from ~~renewable natural gas~~these RNG transportation projects beginning in 2021. ~~We are finalizing~~Timing of incremental margin from RNG transportation projects is dependent upon the construction schedules of each project. As we continue to finalize contract terms and complete the necessary permitting associated with ~~some~~each of these ~~projects. Additional~~projects, additional information will be provided regarding incremental ~~margin on~~margin. In addition to these projects, ~~at a future time, as contracts are finalized.~~the Company is continuing to pursue other RNG projects that provide opportunities for the Company across the entire value chain.

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 $0.5 million and $2.4 million of incremental gross margin for the three and six months ended June 30, 2020, respectively. We estimate that this acquisition will generate annual gross margin of approximately $3.8 million in 2020, and $4.2 million in 2021, with the potential for additional growth in future years.

Elkton Gas

In ~~December 2019,~~July 2020, we ~~entered into an agreement with SJI to acquire~~closed on the acquisition of Elkton Gas, which provides natural gas distribution service to approximately 7,000 residential and commercial customers inwithin a franchised area of Cecil County, ~~Maryland contiguous to our existing franchise territory in Cecil County. The acquisition closed at the end of July 2020.~~Maryland. The purchase price was approximately ~~$15.0 million. We~~$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. For the three and six months ended June 30, 2021 we generated $0.7 million and $2.1 million, respectively, in additional gross margin from Elkton Gas and estimate that this acquisition will generate gross margin of approximately ~~$1.2 million in 2020 and~~ $4.0 million in ~~2021.~~2021 and $4.1 million thereafter.

Western Natural Gas

In October 2020, Sharp acquired certain propane operating assets of Western Natural Gas, which provides propane distribution service throughout Jacksonville, Florida and the surrounding communities, for approximately $6.7 million, net of cash acquired. The acquisition was accounted for as a business combination within our Unregulated Energy Segment in the fourth quarter of 2020. We generated $0.4 million and $0.9 million in additional gross margin for the three and six months ended June 30, 2021, respectively, from Western Natural Gas and we estimate that this acquisition will generate gross margin of approximately $2.1 million in 2021 and growing to $2.3 million in 2022, with additional opportunities for growth.

Escambia Meter Station

In June 2021, Peninsula Pipeline purchased the Escambia Meter Station from Florida Power and Light and entered into a Transportation Service Agreement with Gulf Power Company to provide up to 530,000 Dts/d of firm service from an interconnect with FGT to Florida Power & Light’s Crist Lateral pipeline. The Florida Power & Light Crist Lateral provides gas supply to their natural gas fired power plant owned by Florida Power & Light in Pensacola, Florida. We generated $0.1 million in additional gross margin in the second quarter of 2021 and we estimate that this acquisition will generate gross margin of approximately $0.6 million in 2021 and growing to $1.0 million in 2022.

Regulatory Initiatives

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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 ~~$154.2~~$178.9 million of capital expenditures to replace ~~312~~333 miles of qualifying distribution mains, including ~~$10.3~~$13.0 million of new pipes during the first six months of ~~2020.~~2021. We expect to generate annual gross margin of approximately ~~$15.2~~$16.8 million in ~~2020,~~2021, and ~~$16.9~~$17.9 million in ~~2021.~~2022.

Hurricane Michael

In October 2018, Hurricane Michael passed through FPU's electric distribution operation's service territory in Northwest Florida. The hurricane caused widespread and severe damage to FPU's infrastructure resulting in 100 percent of its customers in the Northwest Florida 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.

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~~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 ~~certain~~the storm-related costs, ~~as a regulatory asset for items currently not allowed~~and included costs related to be recovered through the storm reserve as well as the recovery of plant investment replaced as a result of the storm. FPU has proposed an overall return component on both the plant additions and the proposed regulatory assets. In the fourth quarter of 2019, FPU along with the 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 recoveryHurricane Dorian.

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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, we have recorded a reserve for the interim rate increases, pending a final resolution of the proceeding.

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 was joined to the ~~open dockets regarding~~ Hurricane Michael ~~and Dorian, and~~docket. The approved rates, which were part of the settlement agreement in September 2020 that is ~~currently on the schedule for hearing at~~described below, were retroactively applied effective January 1, 2020.

In September 2020, the Florida PSC ~~agenda~~approved a settlement agreement between FPU and the Office of the Public Counsel regarding final cost recovery and rates associated with Hurricane Michael. Previously, in ~~September~~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 limited proceeding. The settlement agreement allowed us to: (a) refund the over-collection of interim rates through the fuel clause; (b) record regulatory assets for storm costs in the amount of $45.8 million including interest which will be amortized over six years; (c) recover these storm costs through a surcharge for a total of $7.7 million annually; and (d) collect an annual increase in revenue of $3.3 million to recover capital costs associated with new plant investments and a regulatory asset for the 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 six months ended June 30, 2021:


	Three Months Ended		Six Months Ended
(in thousands)	June 30, 2021		June 30, 2021
Gross Margin	$	3,145	$	5,720
Depreciation	(305)		(608)
Amortization of regulatory assets	2,079		4,158
Operating income	1,371		2,170
Amortization of liability associated with interest expense	(310)		(637)
Pre-tax income	1,681		2,807
Income tax expense	457		749
Net income	$	1,224	$	2,058

Capital Cost Surcharge Programs

In ~~March 2020, FPU filed an update to the original filing to account for actual charges incurred through~~ December 2019, ~~revised~~ the ~~amortization period~~FERC approved Eastern Shore’s capital cost surcharge which became 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 ~~storm-related costs from 30 years as originally requested~~replacement of existing Eastern Shore facilities. Eastern Shore expects to ~~10 years, and included costs related to Hurricane Dorian~~produce gross margin of approximately $1.2 million in ~~this filing. FPU continues~~2021 and $2.0 million in 2022 from relocation projects, which is ultimately dependent upon the timing of filings and the completion of construction.

Elkton Gas STRIDE Plan

In March 2021, Elkton Gas filed a strategic infrastructure development and enhancement ("STRIDE") plan with the Maryland PSC. The STRIDE plan proposes to ~~work~~increase the speed of Elkton Gas' Aldyl-A pipeline replacement program and to recover the costs of the plan in the form of a fixed charge rider through a proposed 5-year surcharge. Under Elkton Gas’ proposed STRIDE plan, the Aldyl-A pipelines would be replaced by 2023. In June 2021, we reached a settlement with the Maryland PSC Staff and

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the Maryland Office of the Peoples Counsel. The STRIDE plan is expected to go into service in the third quarter of 2021 and is expected to generate less than $0.1 million of margin for the remainder of the year. We expect to generate $0.3 million of additional gross margin from the STRIDE plan in 2022 and $0.4 million annually thereafter.

COVID-19 Regulatory Proceeding

In October 2020, the Florida PSC approved a joint petition of our natural gas and electric distribution utilities in Florida to establish a regulatory asset to record incremental expenses incurred due to COVID-19. The regulatory asset will allow us to seek recovery of these costs in the ~~petition is currently~~next base rate proceedings. In November 2020, the Office of Public Counsel filed a protest to the order approving the establishment of this regulatory asset treatment, contending that the order should be a reversed or modified and to request a hearing on the ~~schedule~~protest. The Company’s Florida regulated business units reached a settlement with Office of Public Counsel in June 2021. The settlement allows the business units to establish a regulatory asset of $2.1 million. This amount includes COVID-19 related incremental expenses for ~~approval at~~bad debt write-offs, personnel protective equipment, cleaning and business information services for remote work. Our Florida regulated business units will amortize the ~~Florida PSC Agenda~~amount over two years beginning January 1, 2022 and recover the regulatory asset through the Purchased Gas Adjustment and Swing Service mechanisms for the natural gas business units and through the Fuel Purchased Power Cost Recovery clause for the electric division. This results in ~~September 2020.~~annual additional gross margin of $1.0 million that will be offset by a corresponding amortization of regulatory asset expense for both 2022 and 2023.

Other major factors influencing gross margin

Weather Impact

Weather ~~and Consumption~~

~~Colder~~was not a significant factor in the second quarter. For the six-month period, weather conditions accounted for a ~~$2.0~~$5.9 million ~~increase in~~increased gross margin ~~during the second quarter of 2020,~~ compared to the same period in ~~2019, as HDD~~2020, primarily due to an 8.7 percent increase in HDDs that resulted in increased ~~by 266 days for both the Delmarva Peninsula and our Ohio service territory. Compared to~~customer consumption. Assuming normal temperatures, as detailed below, gross margin ~~was $1.0 million~~would have been higher due to a higher number of HDDs. For the six months ended June 30, 2020, there was overall lower customer consumption as warmer weather in the first quarter was partially offset by colder temperatures during the second quarter. For the six-month period, overall milder temperatures decreased gross margin by $1.9 ~~million compared to the same period in 2019 and $2.0 million compared to normal temperatures.~~million. The following table summarizes HDD and CDD variances from the 10-year average HDD/CDD ("Normal") ~~for~~ the three and six months ended June 30, ~~2020~~2021 and ~~2019.~~2020.


	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2021	2020	Variance	2021	2020	Variance
Delmarva Peninsula
Actual HDD	400	514	(114)	2,586	2,373	213
10-Year Average HDD ("Normal")	396	400	(4)	2,676	2,749	(73)
Variance from Normal	4	114		(90)	(376)
Florida
Actual HDD	69	41	28	572	410	162
10-Year Average HDD ("Normal")	43	43	—	549	613	(64)
Variance from Normal	26	(2)		23	(203)
Ohio
Actual HDD	676	801	(125)	3,448	3,297	151
10-Year Average HDD ("Normal")	623	593	30	3,582	3,612	(30)
Variance from Normal	53	208		(134)	(315)
Florida
Actual CDD	826	949	(123)	1,010	1,272	(262)
10-Year Average CDD ("Normal")	966	975	(9)	1,161	1,143	18
Variance from Normal	(140)	(26)		(151)	129

~~The following table summarizes HDD and CDD variances from the 10-year average HDD/CDD ("Normal") for the three and six months ended June 30, 2020 and 2019.~~

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 Variance 2020 2019 Variance
Delmarva
Actual HDD 513
247
266
2,373
2,569
(196 )
10-Year Average HDD ("Normal") 400
423
(23 ) 2,749
2,785
(36 )
Variance from Normal 113
(176 ) (376 ) (216 )
Florida
Actual HDD 9
18
(9 ) 343
379
(36 )
10-Year Average HDD ("Normal") 13
14
(1 ) 508
532
(24 )
Variance from Normal (4 ) 4

(165 ) (153 )
Ohio

Actual HDD 801
535
266
3,297
3,531
(234 )
10-Year Average HDD ("Normal") 593
607
(14 ) 3,612
3,652
(40 )
Variance from Normal 208
(72 ) (315 ) (121 )
Florida
Actual CDD 849
1,086
(237 ) 1,075
1,220
(145 )
10-Year Average CDD ("Normal") 988
975
13
1,093
1,072
21
Variance from Normal (139 ) 111
(18 ) 148

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 $0.8 million and ~~$1.9~~$1.7 million of additional margin for the three and six months

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ended June 30, ~~2020,~~2021, respectively. The average number of residential customers served on the Delmarva Peninsula ~~and in Florida~~ increased by ~~5.3~~4.4 percent and ~~3.6~~4.5 percent ~~respectively, during~~for the ~~second quarter of 2020~~three and ~~4.6 percent and 3.7 percent, respectively, for the~~ six months ended June 30, ~~2020. On~~2021, while Florida increased by and 5.2 percent and 5.1 percent, for the ~~Delmarva Peninsula, a~~three and six months ended June 30, 2021, respectively. A larger

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percentage of the margin growth iswas generated from residential growth given the expansion of natural gas into new housing communities and conversions to natural gas as ~~our~~the Company's distribution infrastructure continues to build out. In addition, as new communities continue to build out ~~while in Florida, as gas heating~~due to population growth and infrastructure is ~~not a significant portion of residential use, a greater portion of~~added to support the ~~margin~~ growth, ~~occurred in the~~there is also increased load from new commercial and industrial ~~sectors.~~customers. The details for the three and six months ended June 30, ~~2020~~2021 are provided in the following table:

Three Months Ended Six Months Ended
June 30, 2020 June 30, 2020
(in thousands) Delmarva Peninsula Florida Delmarva Peninsula Florida
Customer Growth:
Residential $ 326
$ 171
$ 767
$ 394
Commercial and industrial 70
265
224
543
Total Customer Growth $ 396
$ 436
$ 991
$ 937

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	Three Months Ended				Six Months Ended
	June 30, 2021				June 30, 2021
(in thousands)	Delmarva Peninsula		Florida		Delmarva Peninsula		Florida
Customer Growth:
Residential	$	333	$	274	$	823	$	580
Commercial and industrial	102		43		173		115
Total Customer Growth	$	435	$	317	$	996	$	695

Regulated Energy Segment

For the quarter ended June 30, ~~2020,~~2021, compared to the quarter ended June 30, ~~2019:~~2020:


	Three Months Ended								Three Months Ended
	June 30,				Increase				June 30,				Increase
	2020		2019		(decrease)				2021		2020		(decrease)
(in thousands)								(in thousands)
Revenue	$	73,518	$	73,403	$	115		Revenue	$	80,910	$	73,518	$	7,392
Cost of sales	16,387		18,317		(1,930		)	Cost of sales	14,447		16,387		(1,940)
Gross margin	57,131		55,086		2,045			Gross margin	66,463		57,131		9,332
Operations & maintenance	25,456		24,149		1,307			Operations & maintenance	26,882		25,456		1,426
Depreciation & amortization	9,347		8,969		378			Depreciation & amortization	11,830		9,347		2,483
Other taxes	4,322		3,940		382			Other taxes	4,943		4,322		621
Total operating expenses	39,125		37,058		2,067			Total operating expenses	43,655		39,125		4,530
Operating income	$	18,006	$	18,028	$	(22	)	Operating income	$	22,808	$	18,006	$	4,802

Operating income for the Regulated Energy segment ~~remained largely unchanged for the three months ended June 30, 2020 compared to 2019, as a result of the impact of COVID-19. Results~~ for the second quarter of ~~2020 included $3.2~~2021 was $22.8 million, an increase of ~~negative impacts from COVID-19. Excluding these impacts,~~$4.8 million, or 26.7 percent, over the same period in 2020. Higher operating income ~~increased $3.2 million as a result of higher gross margin from expansion projects completed and underway~~reflects continued pipeline expansions by Eastern Shore and Peninsula Pipeline, increased ~~customer~~ consumption ~~due~~from return to ~~colder weather and~~pre-pandemic consumption levels, organic growth in our natural gas distribution businesses, operating results from the Elkton Gas acquisition completed in the third quarter of 2020, and timing of the impact of the Hurricane Michael regulatory proceeding settlement, which was settled in the third quarter of 2020. The margin increases were offset by higher depreciation, amortization and property taxes, including amortization of the regulatory asset associated with the Hurricane Michael regulatory proceeding settlement, new expenses associated with Elkton Gas, and higher other operating expenses. The operating expense increases were also partially offset by $1.6 million due to lower pandemic expenses and the regulatory deferral of COVID-19 expenses. While the Hurricane Michael settlement positively impacted the quarter, the full year impact for 2021 is expected to be negligible.

Items contributing to the quarter-over-quarter increase in gross margin are listed in the following table:

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(in thousands)
Margin contribution from the Hurricane Michael regulatory proceeding settlement	$	3,145
Eastern Shore and Peninsula Pipeline service expansions	2,259
Increased customer consumption - primarily due to a return to pre-pandemic conditions	1,769
Natural gas growth (excluding service expansions)	752
Margin contribution from the Elkton Gas acquisition (completed in July 2020)	746
Florida GRIP	572
Other variances	89
Quarter-over-quarter increase in gross margin	$	9,332

The following narrative discussion provides further detail and analysis of the significant items in the foregoing table.

Margin Contribution from Hurricane Michael Regulatory Proceeding Settlement

We generated $3.1 million in additional gross margin 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. While the Hurricane Michael settlement positively impacted the period, on an annual basis, the incremental impact year-over-year (2021 vs. 2020) is expected to be negligible.

Eastern Shore and Peninsula Pipeline Service Expansions

We generated additional gross margin of $1.8 million from Peninsula Pipeline's Western Palm Beach County and Callahan projects and $0.5 million from Eastern Shore's Del-Mar Energy Pathway project.

Increased customer consumption - primarily due to return to a pre-pandemic consumption

The absence of unfavorable COVID-19 impacts, resulted in a return to pre-pandemic consumption, positively impacting gross margin by $1.8 million for the three months ended June 30, 2021 compared to the same period in 2020.

Natural Gas Distribution Customer Growth

We generated additional gross margin of $0.7 million from natural gas customer growth. Gross margin increased by $0.3 million in Florida and $0.4 million on the Delmarva Peninsula for the three months ended June 30, 2021, as compared to the same period in 2020, due primarily to residential customer growth of 4.4 percent and 5.2 percent on the Delmarva Peninsula and in Florida, respectively.

Elkton Gas

Gross margin increased by $0.7 million due to margin contributed from Elkton Gas which was acquired in July 2020.

Florida GRIP

Continued investment in the Florida GRIP generated additional gross margin of $0.6 million in second quarter of 2021 compared to the same period in 2020.

Operating Expenses

Items contributing to the quarter-over-quarter increase in operating expenses are listed in the following table:


(in thousands)
Hurricane Michael regulatory proceeding settlement - depreciation and amortization impact	$	1,774
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	1,568
Payroll, benefits and other employee-related expenses due to growth	1,157
Depreciation, asset removal and property tax costs due to new capital investments	1,108
Operating expenses from the Elkton Gas acquisition	510
Reduction in expenses associated with the COVID-19 pandemic	(811)
Regulatory deferral of COVID-19 expenses per PSCs orders	(748)
Other variances	(28)
Quarter-over-quarter increase in operating expenses	$	4,530

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For the Six Months Ended June 30, 2021, compared to the six months ended June 30, 2020:


	Six Months Ended
	June 30,				Increase
	2021		2020		(decrease)
(in thousands)
Revenue	$	202,107	$	176,473	$	25,634
Cost of sales	57,491		51,219		6,272
Gross margin	144,616		125,254		19,362
Operations & maintenance	54,886		51,697		3,189
Depreciation & amortization	23,860		18,666		5,194
Other taxes	10,197		8,997		1,200
Total operating expenses	88,943		79,360		9,583
Operating income	$	55,673	$	45,894	$	9,779

Operating income for the Regulated Energy segment for the first six months of 2021 was $55.7 million, an increase of $9.8 million, or 21.3 percent, over the same period in 2020. Higher operating income reflects continued pipeline expansions by Eastern Shore and Peninsula Pipeline, operating results from the Elkton Gas acquisition completed in the third quarter of 2020, and increased consumption from a return to pre-pandemic consumption levels. Further contributing to the operating income growth was margin from organic growth in the our natural gas distribution businesses and increased consumption driven primarily by colder weather compared to the same period of 2020, and timing of the impact of the Hurricane Michael regulatory proceeding settlement. The margin increases were offset by higher depreciation, amortization and property taxes, including amortization of the regulatory asset associated with the Hurricane Michael regulatory proceeding settlement, new expenses associated with Elkton Gas, and higher other operating expenses. The operating expense increases were partially offset by $2.0 million due to lower pandemic expenses and the regulatory deferral of COVID-19 expenses. While the Hurricane Michael settlement positively impacted the period, on an annual basis, the incremental impact year-over-year (2021 vs. 2020) is expected to be negligible.

Items contributing to the quarter-over-quarter increase in gross margin are listed in the following table:


(in thousands)
Margin contribution from the Hurricane Michael regulatory proceeding settlement	$	5,720
Eastern Shore and Peninsula Pipeline service expansions	5,239
Margin contribution from the Elkton Gas acquisition (completed in July 2020)	2,059
Increased customer consumption - primarily due to a return to pre-pandemic conditions	1,798
Natural gas growth (excluding service expansions)	1,691
Increased customer consumption - primarily weather related	1,314
Florida GRIP	931
Sandpiper Energy infrastructure rider associated with conversions	455
Other variances	155
Period-over-period increase in gross margin	$	19,362

The following narrative discussion provides further detail and analysis of the significant items in the foregoing table.

Margin Contribution from Hurricane Michael Regulatory Proceeding Settlement

We generated $5.7 million in additional gross margin 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. While the Hurricane Michael settlement positively impacted the period, on an annual basis, the incremental impact year-over-year (2021 vs. 2020) is expected to be negligible.

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Eastern Shore and Peninsula Pipeline Service Expansions

We generated additional gross margin of $4.0 million from Peninsula Pipeline's Western Palm Beach County and Callahan projects and $1.2 million from Eastern Shore's Del-Mar Energy Pathway project.

Elkton Gas

Gross margin increased by $2.1 million due to margin contributed from Elkton Gas which was acquired in July 2020.

Increased customer consumption - primarily due to return to pre-pandemic conditions

The absence of unfavorable COVID-19 impacts during the first six months of 2021, resulted in a return to pre-pandemic consumption, positively impacting gross margin by $1.8 million compared to the same period in 2020.

Natural Gas Distribution Customer Growth

We generated additional gross margin of $1.7 million from natural gas customer growth. Gross margin increased by $0.7 million in Florida and $1.0 million on the Delmarva Peninsula for the six months ended June 30, 2021, as compared to the same period in 2020, due primarily to residential customer growth of 4.5 percent and 5.1 percent on the Delmarva Peninsula and in Florida, respectively.

Increased Customer Consumption - Primarily Weather Related

Gross margin increased by $1.3 million for the for the six months ended June 30, 2021, compared to the same period in 2020, primarily due to a 9 percent increase in HDDs on the Delmarva Peninsula and a 40 percent increase in HDDs in Florida that resulted in increased customer consumption of energy.

Florida GRIP

Continued investment in the Florida GRIP generated additional gross margin of $0.9 million for the six months ended June 30, 2021 compared to the same period in 2020.

Sandpiper Infrastructure Rider Associated with Conversions

We generated additional margin of $0.5 million associated with the conversion of Sandpiper's propane customers to natural gas customers for the six months ended June 30, 2021 compared to the same period in 2020.

Operating Expenses

Items contributing to the quarter-over-quarter increase in operating expenses are listed in the following table:


(in thousands)
Hurricane Michael regulatory proceeding settlement - depreciation and amortization impact	$	3,550
Depreciation, asset removal and property tax costs due to new capital investments	2,500
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	2,459
Payroll, benefits and other employee-related expenses due to growth	1,958
Operating expenses from the Elkton Gas acquisition	1,034
Reduction in expenses associated with the COVID-19 pandemic	(1,078)
Regulatory deferral of COVID-19 expenses per PSCs orders	(944)
Other variances	104
Period-over-period increase in operating expenses	$	9,583

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Unregulated Energy Segment

For the quarter ended June 30, 2021, compared to the quarter ended June 30, 2020:


	Three Months Ended
	June 30,				Increase
	2021		2020		(decrease)
(in thousands)
Revenue	$	34,773	$	27,741	$	7,032
Cost of sales	16,821		10,709		6,112
Gross margin	17,952		17,032		920
Operations & maintenance	14,017		12,959		1,058
Depreciation & amortization	3,456		2,889		567
Other taxes	924		903		21
Total operating expenses	18,397		16,751		1,646
Operating income	$	(445)	$	281	$	(726)

Operating results for the Unregulated Energy segment for the second quarter of 2021 declined by $0.7 million compared to the same period in 2020. The operating results for this segment typically exhibit seasonality with the first and fourth quarters producing higher results due to colder temperatures. The results for the second quarter are not indicative of the results for the entire year.

Lower operating results during the second quarter were driven by higher operating expenses, depreciation, amortization and property taxes related to recent capital investments, and expenses associated with Western Natural Gas. Lower performance by Marlin Gas Services resulting from reduced customer demand for pipeline integrity and emergency services during the quarter also contributed to this decrease. Operating expenses were partially offset by increased gross margin generated from the acquisition of Western Natural Gas and by Aspire Energy as well as consumption in the propane businesses returning towards pre-pandemic levels.

Gross Margin

Items contributing to the quarter-over-quarter increase in gross margin are listed in the following table:

(in thousands) Margin Impact
Eastern Shore and Peninsula Pipeline service expansions $ 1,776
Increased customer consumption - primarily due to colder weather 1,127
Natural gas growth (excluding service expansions) 832
Unfavorable COVID-19 impacts on gross margin (2,201 )
Other variances 511
Quarter-over-quarter increase in gross margin $ 2,045


(in thousands)
Propane Operations
Western Natural Gas acquisition (completed in October 2020)	$	389
Increased customer consumption - primarily due to a return to pre-pandemic conditions	204
Marlin Gas Services
Decreased demand for CNG services	(400)
Aspire Energy
Increased margin including improvements from natural gas liquid processing	677
Other variances	50
Quarter-over-quarter increase in gross margin	$	920

The following ~~is a~~ narrative discussion provides further detail and analysis of the significant items in the foregoing ~~table, which we believe is necessary to understand the information disclosed in the~~ table.

~~Eastern Shore and Peninsula Pipeline Service Expansions~~Propane Operations

~~We generated additional gross margin of $1.5 million from Peninsula Pipeline's~~ •Western ~~Palm Beach County, Auburndale and Callahan Intrastate Projects and $0.3 million from Eastern Shore's Del-Mar Energy Pathway project.~~

~~Increased Customer Consumption - Primarily Due to Colder Weather~~

~~Gross margin increased by $1.2 million due to colder weather on the Delmarva Peninsula for the three months ended June 30, 2020, compared to the same period in 2019.~~

Natural Gas ~~Distribution Customer Growth~~

~~We generated additional gross margin of $0.8 million from natural gas customer growth.~~ - Gross margin increased by $0.4 million ~~in Florida and $0.4 million on the Delmarva Peninsula for the three months ended June 30, 2020, as compared~~due to the same period in 2019, due primarily to residential customer growth of 5.3 percent and 3.6 percent on the Delmarva Peninsula 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~~Western Natural Gas, which was acquired by Sharp in ~~Florida, as gas heating is not~~October 2020.

•Increased Customer Consumption - primarily due to a ~~significant portion of residential use, a greater portion of the margin growth occurred in the commercial and industrial sectors.~~

return to pre-pandemic conditions - ~~Table of Contents~~

~~Unfavorable COVID-19 Impacts~~

Gross margin ~~decreased~~increased due to the absence of unfavorable COVID-19 impacts, resulted in a return to pre-pandemic consumption, positively impacting gross margin by ~~$2.2~~$0.2 million for the three months ended June 30, ~~2020,~~2021 compared to the same period in 2020.

Table of Contents

Marlin Gas Services

•Gross margin decreased by $0.4 million during the second quarter of 2021, as compared to the same period in ~~2019, as a result~~the prior year due to lower demand for CNG hold services.

Aspire Energy

•Gross margin increased by $0.7 million during the second quarter of 2021 over the ~~lower customer consumption, which was caused by the slowing of economic activities~~same period in ~~our service territories as a result of restrictions imposed to promote social distancing and slow down the spread of COVID-19.~~2020, including improvements from natural gas liquid processing.

Other Operating Expenses

Items contributing to the quarter-over-quarter increase in ~~other~~ operating expenses are listed in the following table:

(in thousands)
Unfavorable COVID-19 impacts (higher operating and bad debt expenses) $ 1,014
Depreciation, asset removal and property tax costs due to new capital investments 682
Payroll, Benefits and other employee-related expenses 612
Insurance expense (non-health) - both insured and self-insured 438
Other variances (679 )
Quarter-over-quarter increase in other operating expenses $ 2,067


(in thousands)
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	$	705
Depreciation, amortization and property tax costs due to new capital investments	559
Operating expenses from the Western Natural Gas acquisition	269
Payroll, benefits and other employee-related expenses due to growth	231
Reduction in expenses associated with the COVID-19 pandemic	(418)
Other variances	300
Quarter-over-quarter increase in operating expenses	$	1,646

For the six months ended June 30, ~~2020,~~2021, compared to the six months ended June 30, ~~2019:~~2020:


	Six Months Ended
	June 30,				Increase
	2021		2020		(decrease)
(in thousands)
Revenue	$	109,532	$	81,752	$	27,780
Cost of sales	52,804		32,938		19,866
Gross margin	56,728		48,814		7,914
Operations & maintenance	29,178		26,996		2,182
Depreciation & amortization	6,780		5,806		974
Other taxes	2,110		1,870		240
Total operating expenses	38,068		34,672		3,396
Operating income	$	18,660	$	14,142	$	4,518

Six Months Ended
June 30, Increase
2020 2019 (decrease)
(in thousands)
Revenue $ 176,473
$ 177,021
$ (548 )
Cost of sales 51,219
54,833
(3,614 )
Gross margin 125,254
122,188
3,066
Operations & maintenance 51,697
48,697
3,000
Depreciation & amortization 18,666
17,415
1,251
Other taxes 8,997
8,307
690
Total operating expenses 79,360
74,419
4,941
Operating income $ 45,894
$ 47,769
$ (1,875 )

Operating income for the ~~Regulated~~Unregulated Energy segment for the six months ended June 30, ~~2020~~2021 was ~~$45.9~~$18.7 million, ~~a decrease~~an increase of ~~$1.9~~$4.5 million ~~compared to~~or 31.9 percent, over the same period in ~~2019. Excluding the COVID-19 impacts of $3.3 million,~~2020. Higher operating income resulted from increased ~~$1.4 million as a result~~consumption driven primarily by colder weather compared to the first half of 2020, higher ~~gross~~retail propane margins per gallon, and contributions from the acquisition of the Western Natural Gas propane assets. These margin ~~from expansion projects completed by Eastern Shore and Peninsula Pipeline, organic growth in the natural gas distribution businesses, and increased customer consumption, which was~~increases were partially offset by ~~$1.9 million in~~ higher depreciation, amortization and ~~other~~property taxes related to recent capital investments, new expenses associated with Western Natural Gas and ~~$2.1 million in~~ higher other operating expenses. The operating expense increases were partially offset by $0.6 million due to lower pandemic related costs.

Table of Contents

Gross Margin

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

(in thousands) Margin Impact
Eastern Shore and Peninsula Pipeline service expansions $ 2,839
Natural gas distribution - customer growth (excluding service expansions) 1,928
Increased customer consumption 620
Absence of Florida tax savings (net of GRIP refunds) recorded in the first quarter of 2019 for 2018 (910 )
Unfavorable COVID-19 impacts on gross margin (2,430 )
Other variances 1,019
Period-over-period increase in gross margin $ 3,066

~~Table of Contents~~


(in thousands)
Propane Operations
Increased customer consumption - primarily weather related	$	3,701
Increased retail propane margins per gallon driven by favorable supply costs	1,137
Western Natural Gas acquisition (completed in October 2020)	939
Marlin Gas Services
Increased demand for CNG services	331
Aspire Energy
Increased customer consumption - primarily weather related	921
Improved margin including natural gas liquid processing	691
Other variances	194
Period-over-period increase in gross margin	$	7,914

~~Eastern Shore and Peninsula Pipeline Service Expansions~~Propane Operations

We generated additional gross margin of $2.5 million from Peninsula Pipeline's Western Palm Beach County, Auburndale and Callahan Intrastate Projects and $0.3 million from Eastern Shore's Del-Mar Energy Pathway project.

~~Natural Gas Distribution~~•Increased Customer ~~Growth~~

~~We generated additional gross margin of $1.9 million from natural gas customer growth.~~Consumption Primarily Weather Related - Gross margin increased by ~~$0.9~~$3.7 million, ~~in Florida and $1.0 million~~as weather on the Delmarva Peninsula was 9 percent colder for the six months ended June 30, ~~2020, as~~2021 compared to the same period in 2019, due primarily to residential customer growth of 4.6 percent on the Delmarva Peninsula and 3.7 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.2020.

•Increased ~~Customer Consumption~~Retail Propane Margins - ~~Due to Weather and Other~~

Gross margin increased by ~~$0.6~~$1.1 million, due to ~~weather~~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 ~~consumption on the Delmarva Peninsula and in Florida during the first six months of 2020 compared~~energy commodity prices.

•Western Natural Gas - Gross margin increased by $0.9 million due to the ~~same period~~margin generated from Western Natural Gas, which was acquired by Sharp in ~~2019.~~October 2020.

Marlin Gas Services

~~Absence of Florida Tax Savings Recorded in the First Quarter of 2019~~

•Gross margin ~~decreased~~increased by ~~$0.9~~$0.3 million for the six months ended June 30, 2020, as compared to the same period in 2019, due primarily to the TCJA related tax savings from 2018 that the Florida PSC allowed us to retain during the first quarter of 2019. In February 2019, the Florida PSC issued a final order regarding the treatment of the TCJA impact, allowing us to retain the savings associated with lower federal tax rates for certain of our natural gas distribution operations. As a result, refunds to GRIP customers and reserves for customer refunds, recorded in 2018 were reversed in the first quarter of 2019.

~~Unfavorable COVID-19 Impacts~~

Gross margin decreased by $2.4 million for the six months ended June 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.

~~Other Operating Expenses~~

~~Items contributing to the period-over-period increase in other operating expenses are listed in the following table:~~

(in thousands)
Depreciation, asset removal and property tax costs due to new capital investments $ 1,909
Insurance expense (non-health) - both insured and self-insured 1,272
Unfavorable COVID-19 impacts (higher operating and bad debt expenses) 906
Facilities maintenance costs 837
Other variances 17
Period-over-period increase in other operating expenses $ 4,941

~~Table of Contents~~

~~Unregulated Energy Segment~~

~~For the quarter ended June 30, 2020, compared to the quarter ended June 30, 2019:~~

Three Months Ended
June 30, Increase
2020 2019 (decrease)
(in thousands)
Revenue $ 27,741
$ 25,625
$ 2,116
Cost of sales 10,709
11,245
(536 )
Gross margin 17,032
14,380
2,652
Operations & maintenance 12,959
11,881
1,078
Depreciation & amortization 2,889
2,477
412
Other taxes 903
793
110
Total operating expenses 16,751
15,151
1,600
Operating gain/loss $ 281
$ (771 ) $ 1,052

Operating income for the Unregulated Energy segment increased by $1.1 million for the second quarter, as compared to the second quarter of 2019. Excluding the impacts of COVID-19 of $0.7 million, operating income increased by $1.8 million. The increased operating income reflects margin growth from Marlin Gas Services, higher retail propane margins per gallon and incremental margin from the Boulden assets. These increases were partially offset by $0.5 million in higher depreciation, amortization and property taxes and $0.8 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 Impact
Propane Operations
Increased retail propane margins per gallon driven by favorable market conditions and supply management $ 867
Boulden acquisition (assets acquired in December 2019) 549
Increase in customer consumption - primarily due to colder weather 535
Marlin Gas Services - increased gross margin from demand for services 1,077
Aspire Energy
Increase in customer consumption - primarily due to colder weather 351
Unfavorable COVID-19 impacts on gross margin (317 )
Other variances (410 )
Quarter-over-quarter increase in gross margin $ 2,652

~~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~~

•

~~Increased Retail Propane Margins -~~ Gross margin increased by $0.9 million, in the second 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 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.


•	~~Propane Operations - Boulden -~~ ~~Gross margin increased by $0.5 million due to the inclusion of operating results from Boulden, which was acquired by Sharp in December 2019.~~


•	~~Increased Customer Consumption Primarily Driven by Weather -~~ ~~Gross margin increased by $0.5 million due to colder weather on the Delmarva Peninsula for the three months ended June 30, 2020, compared to the same period in 2019.~~

~~Table of Contents~~

~~Marlin Gas Services~~

~~Gross margin increased by $1.1 million in the second quarter of 2020,~~2021, as compared to the same period in the prior year due to higher demand for ~~compressed natural gas~~CNG hold ~~services and pipeline integrity solutions.~~services.

Aspire Energy

~~Aspire Energy~~•Increased Customer Consumption Primarily Weather Related


•	~~Increased Customer Consumption Primarily Driven by Weather~~ - ~~Gross margin increased by $0.4 million due to increased consumption as weather in Ohio was approximately 50 percent colder for the three months ended June 30, 2020 compared to the same period in 2019.~~

~~Unfavorable COVID-19 Impacts~~

Gross margin ~~decreased~~increased by ~~$0.3~~$0.9 million due to higher consumption of gas as ~~a result of the lower customer consumption, which~~weather in Ohio 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.~~

~~Other Operating Expenses~~

~~Items contributing to the quarter-over-quarter increase in other operating expenses are listed in the following table:~~

(in thousands)
Depreciation, asset removal and property tax costs due to new capital investments $ 453
Payroll, Benefits and other employee-related expenses 302
Unfavorable COVID-19 impacts (operating and bad debt expenses) 369
Operating expenses from Boulden acquisition (completed December 2019) * 305
Insurance expense (non-health) - both insured and self-insured 218
Other variances (47 )
Quarter-over-quarter increase in other operating expenses $ 1,600

~~For the six months ended June 30, 2020, compared to the six months ended June 30, 2019:~~

Six Months Ended
June 30, Increase
2020 2019 (decrease)
(in thousands)
Revenue $ 81,753
$ 86,704
$ (4,951 )
Cost of sales 32,938
39,782
(6,844 )
Gross margin 48,815
46,922
1,893
Operations & maintenance 26,997
25,703
1,294
Depreciation & amortization 5,806
4,943
863
Other taxes 1,870
1,790
80
Total operating expenses 34,673
32,436
2,237
Operating income $ 14,142
$ 14,486
$ (344 )

~~Operating income for the Unregulated Energy segment decreased by $0.3 million~~approximately 5 percent colder for the six months ended June 30, ~~2020,~~2021 over the same period in 2020.

•Improved Margin including natural gas liquid processing - Gross margin increased by $0.7 million including improvements from natural gas liquid processing for the six months ended June 30, 2021, as compared to the same period in 2019. Excluding the COVID-19 impacts of $0.9 million, operating income increased by $0.6 million as a result of incremental gross margin primarily from the Boulden assets and higher propane retail margins per gallon which more than overcame reduced gross margin due to warmer temperatures.2020.

~~Table of Contents~~

~~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) $ 2,437
Increased retail propane margins per gallon driven by favorable market conditions and supply management 2,009
Decrease in customer consumption - primarily due to milder weather (2,003 )
Aspire Energy
Decrease in customer consumption - primarily due to milder weather (549 )
Higher margins from negotiated rate increases 308
Unfavorable COVID-19 impacts on gross margin (442 )
Other variances 133
Period-over-period increase in gross margin $ 1,893

~~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 $2.4 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 $2.0 million, for the six months ended June 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 $2.0 million primarily from the Mid-Atlantic propane operations as weather on the Delmarva Peninsula was 8 percent warmer for the six months ended June 30, 2020 compared to the same period in 2019.

~~Aspire Energy~~


•	~~Decreased Customer Consumption Primarily Driven by Weather -~~ ~~Gross margin decreased by $0.5 million due to decreased consumption as weather in Ohio was approximately 7 percent warmer for the six months ended June 30, 2020 compared to the same period in 2019.~~


•	~~Increased Margin Driven by Changes in Rates -~~ ~~Gross margin increased by $0.3 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 $0.4 million 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.

~~Table of Contents~~

Other Operating Expenses

Items contributing to the period-over-period increase in ~~other~~ operating expenses are listed in the following table:

(in thousands)
Depreciation, asset removal and property tax costs due to new capital investments $ 901
Operating expenses from Boulden acquisition (completed in December 2019) 646
Unfavorable COVID-19 impacts (higher operating and bad debt expenses) 487
Insurance expense (non-health) - both insured and self-insured 414
Other variances (211 )
Period-over-period increase in other operating expenses $ 2,237

~~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 f~~rom continuing operations for all periods presented and classified its assets and liabilities as held for sale, where applicable.~~

Table of Contents


(in thousands)
Depreciation, amortization and property tax costs due to new capital investments	$	1,066
Facilities and maintenance costs and outside services associated with a return to pre-pandemic conditions	921
Payroll, benefits and other employee-related expenses due to growth	723
Operating expenses from the Western Natural Gas acquisition	607
Insurance expense (non-health)	347
Reduction in expenses associated with the COVID-19 pandemic	(620)
Other variances	352
Period-over-period increase in operating expenses	$	3,396

OTHER EXPENSE, NET

For the quarter ended June 30, ~~2020~~2021 compared to the quarter ended June 30, ~~2019~~2020

For the six months ended June 30, ~~2020~~2021 compared to the six months ended June 30, ~~2019~~2020

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~~decreased by ~~$3.4~~$1.2 million ~~for~~in the first six months of ~~2020,~~2021, compared to the same period in ~~2019.~~2020. The ~~increase~~decrease was primarily due to gains on two property sales which were completed in the first quarter of 2020, partially offset by gains from the ~~sale~~sales of ~~two properties. The property sales related~~CGS from Sharp to ~~operations which, have been consolidated into~~ our ~~state-of-the-art Energy Lane campus and through~~Delaware Division as discussed in the ~~completion of the conversion of the piped propane system in Ocean City, Maryland to natural gas service.~~preceding paragraph.

INTEREST CHARGES

For the quarter ended June 30, ~~2020~~2021 compared to the quarter ended June 30, ~~2019~~2020

Interest charges were $5.1 million for ~~the quarter~~both quarters ended June 30, 2020 decreased by $0.5 million, compared to the same period in 2019, attributable primarily to a decrease of $1.4 million in interest expense primarily on lower levels outstanding under our revolving credit facilities2021 and lower rates on short-term borrowings and $0.2 million in higher capitalization of interest associated with growth projects; offset by an increase of $1.3 million in interest expense on long-term debt as a result of the issuance of $100.0 million of Prudential Shelf Notes in August 2019 and $70.0 million of uncollateralized senior notes in December 2019.

2020.

For the six months ended June 30, ~~2020~~2021 compared to the six months ended June 30, ~~2019~~2020

Interest charges for the six months ended June 30, ~~2020~~2021 decreased by ~~$0.3~~$0.7 million, compared to the same period in ~~2019,~~2020, attributable primarily to a decrease of ~~$2.4~~$0.9 million in lower interest expense ~~primarily on~~from lower levels outstanding under our revolving credit facilities, and ~~lower rates on short-term borrowings and $0.5~~$0.6 million of an amortization credit/reduction in ~~higher capitalization of~~ interest expense associated with a ~~completed building~~regulatory liability that was established in ~~Florida; offset by~~connection with the Hurricane Michael regulatory proceeding settlement. Partially offsetting the interest savings was an increase of ~~$2.7~~$0.5 million in interest expense ~~on long-term debt~~ as a result of ~~the issuance of $100.0~~several long-term debt placements in 2020 and $0.4 million ~~of Prudential Shelf Notes in August 2019 and $70.0 million of uncollateralized senior notes in December 2019.~~due to lower capitalized interest associated with growth projects.

INCOME TAXES

For the quarter ended June 30, ~~2020~~2021 compared to the quarter ended June 30, ~~2019~~2020

Income tax expense was $5.2 million for the quarter ended June 30, 2021, compared to $2.0 million for the quarter ended June 30, ~~2020, compared to $3.4 million for the quarter ended June 30, 2019.~~2020. Our effective income tax rate was ~~15.7~~27.2 percent and ~~27.5~~15.7 percent, for the three months ended June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~During the~~The second quarter ~~we implemented certain provisions~~ of 2021 included a favorable income tax impact associated with the CARES Act ~~which allowed us to carryback net operating losses from 2018 and 2019 into prior year periods where~~that reduced the ~~federal income tax rate was higher. As a result, we recognized a $1.7 million reduction in tax expense in the second quarter 2020. Excluding this impact of the CARES Act, our~~ effective tax rate ~~for the three months ended June 30, 2020 was~~by 13.2 percent, from 28.9 percent to 15.7 percent.

For the six months ended June 30, ~~2020~~2021 compared to the six months ended June 30, ~~2019~~2020

Income tax expense was $17.6 million for the six months ended June 30, 2021, compared to $12.6 million for the six months ended June 30, ~~2020, compared to $13.0 million in the same period in 2019.~~2020. Our effective income tax rate was ~~24.1~~26.7 percent and ~~25.6~~24.1 percent, for the six months ended June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~During the~~The second quarter ~~we implemented certain provisions of~~included a favorable income tax impact associated with the CARES Act ~~which allowed us to carryback net operating losses from 2018 and 2019 into prior year periods where~~that reduced the ~~federal income tax rate was higher. As a result, we recognized a $1.7 million reduction in tax expense in the second quarter 2020. Excluding this impact of the CARES Act, our~~ effective tax rate ~~for the six months ended June 30, 2020 was~~on a year to date basis by 3.2 percent, from 27.3 percent to 24.1 percent.

Table of Contents

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~~maintain our capital structure ~~with~~within our target capital ~~structure.~~structure range. 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 ~~started issuing~~issued shares of common stock under both the ~~DRIP.~~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 ~~$88.4~~$107.8 million for the six months ended June 30, ~~2020. The following~~2021. In the table ~~shows~~below, we have provided a range of ~~the expected 2020~~our forecasted capital expenditures ~~by segment and by business line:~~for 2021:


	2021
(dollars in thousands)	Low		High
Regulated Energy:
Natural gas distribution	$	79,000	$	85,000
Natural gas transmission	55,000		60,000
Electric distribution	9,000		13,000
Total Regulated Energy	143,000		158,000
Unregulated Energy:
Propane distribution	9,000		12,000
Energy transmission	14,000		15,000
Other unregulated energy	8,000		12,000
Total Unregulated Energy	31,000		39,000
Other:
Corporate and other businesses	1,000		3,000
Total Other	1,000		3,000
Total 2021 Forecasted Capital Expenditures	$	175,000	$	200,000

2020
(dollars in thousands) Low High
Regulated Energy:
Natural gas distribution $ 75,000
$ 80,000
Natural gas transmission 70,000
80,000
Electric distribution 5,000
7,000
Total Regulated Energy 150,000
167,000
Unregulated Energy:
Propane distribution 10,000
13,000
Energy transmission 10,000
15,000
Other unregulated energy 14,000
19,000
Total Unregulated Energy 34,000
47,000
Other:
Corporate and other businesses 1,000
1,000
Total Other 1,000
1,000
Total 2020 Expected Capital Expenditures $ 185,000
$ 215,000

The ~~2020 budget includes:~~2021 forecast, which excludes any potential acquisitions, includes capital expenditures associated with the following projects: Delmarva Natural Gas distribution's Somerset County expansion, Eastern Shore's Del-Mar Energy Pathway, Florida's ~~Callahan and West~~Western Palm Beach County ~~Expansions~~expansion and other potential pipeline projects, continued expenditures under the Florida GRIP, further expansions of our natural gas distribution and transmission systems, continued natural gas and electric system infrastructure improvement activities, facilities to support Marlin Gas Services' CNG transport growth and expansion into RNG and LNG transport, information technology systems, and other strategic initiatives and investments, including renewable energy 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~~due to COVID-19 that are greater than currently anticipated, customer growth in existing areas, regulation, new growth or acquisition opportunities and availability of capital. Historically, actual capital expenditures have typically lagged behind the budgeted amounts.

The timing of capital expenditures can vary based on delays in regulatory approvals, securing environmental approvals and other permits. The regulatory application and approval process has lengthened in the past few years, and we expect this trend to continue.

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Capital Structure

We are committed to maintaining a sound capital structure and strong credit ~~ratings to provide the financial flexibility needed to access capital markets when required.~~ratings. 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.

The following table presents our capitalization, excluding and including short-term borrowings, as of June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


	June 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020
(in thousands)									(in thousands)
Long-term debt, net of current maturities	$	430,106	42	%	$	440,168	44	%	Long-term debt, net of current maturities	$	498,450	40	%	$	508,499	42	%
Stockholders’ equity	593,277		58	%	561,577		56	%	Stockholders’ equity	741,564		60	%	697,085		58	%
Total capitalization, excluding short-term debt	$	1,023,383	100	%	$	1,001,745	100	%	Total capitalization, excluding short-term debt	$	1,240,014	100	%	$	1,205,584	100	%

	June 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020
(in thousands)									(in thousands)
Short-term debt	$	286,405	21	%	$	247,371	19	%	Short-term debt	$	169,294	12	%	$	175,644	13	%
Long-term debt, including current maturities	445,706		34	%	485,768		38	%	Long-term debt, including current maturities	512,050		36	%	522,099		37	%
Stockholders’ equity	593,277		45	%	561,577		43	%	Stockholders’ equity	741,564		52	%	697,085		50	%
Total capitalization, including short-term debt	$	1,325,388	100	%	$	1,294,716	100	%	Total capitalization, including short-term debt	$	1,422,908	100	%	$	1,394,828	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 4552 percent as of June 30, ~~2020.~~2021. 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.

~~Term Notes~~

In ~~January 2019,~~the third and fourth quarters of 2020, we issued ~~a $30.0~~1.0 million ~~unsecured term note~~shares of common stock through ~~Branch Banking~~our DRIP and ~~Trust Company, with a maturity date~~the ATM programs and received net proceeds of ~~February 28, 2020. This note~~approximately $83.0 million which was added to the general funds and then used to pay down short-term borrowing. In the first six months of 2021, we issued less than 0.1 million shares at an average price per share of $113.51 and received net proceeds of $4.5 million under the DRIP. See Note 9, Stockholders’ Equity, in the condensed consolidated financial statements for additional information on commissions and fees paid in ~~full~~connection with these issuances.

We used 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 ~~February 2020 utilizing our short-term borrowing facilities.~~subsidiaries, and general working capital purposes.

Shelf Agreements

(in thousands) Total Borrowing Capacity Less: Amount of Debt Issued Less: Unfunded Commitments Remaining Borrowing Capacity
Shelf Agreement
Prudential Shelf Agreement^{(1) (2)}
$ 370,000
$ (170,000 ) $ (50,000 ) $ 150,000
MetLife Shelf Agreement ⁽³⁾
150,000
—
—
150,000
NYL Shelf Agreement ⁽⁴⁾
150,000
(100,000 ) (40,000 ) 10,000
Total Shelf Agreements as of June 30, 2020 670,000
(270,000 ) (90,000 ) 310,000


(in thousands)	Total Borrowing Capacity		Less: Amount of Debt Issued		Less: Unfunded Commitments		Remaining Borrowing Capacity
Shelf Agreement
Prudential Shelf Agreement (1)	$	370,000	$	(220,000)	$	—	$	150,000
MetLife Shelf Agreement (1)	150,000		—		—		150,000
NYL Shelf Agreement (1)	150,000		(140,000)		—		10,000
Total Shelf Agreements as of June 30, 2021	$	670,000	$	(360,000)	$	—	$	310,000

⁽²⁾ ~~In April 2020, the Prudential Shelf Agreement was amended to increase the available borrowing capacity to $150.0 million.~~

⁽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 March 31, 2023.~~

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.

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Short-term Borrowings

We are authorized by our Board of Directors to borrow up to ~~$400.0~~$400 million of short-term debt, as ~~required, from among our various~~required. At June 30, 2021 and December 31, 2020, we had $169.3 million and $175.6 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 1.11 percent and 1.28 percent, respectively. Included in the June 30, 2021 balance is $100.0 million in short-term debt ~~facilities. We utilize bank~~for which we have entered into interest rate swap agreements.

In September 2020, we entered into a $375.0 million syndicated Revolver with six participating lenders. As a result of entering into the Revolver, in September 2020, we terminated and paid all outstanding balances under the previously existing bilateral lines of credit and the previous revolving credit facility.

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 these agreements. We are required by the financial covenants in the Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent. As of June 30, 2021, we are in compliance with this covenant.

As of June 30, 2020, we had four 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. As a result of the uncertainty regarding the length of and depth of the impacts of the COVID-19 pandemic, in the second quarter of 2020, we received commitments for an additional $95.0 million of short-term debt capacity through four credit facilities that mature on October 31, 2020. These facilities have a commitment fee of 0.35 percent with an interest rate of 1.75 percent over LIBOR, to the extent we borrow under these facilities.

None of the unsecured bank lines of credit requires compensating balances. Our outstanding short-term borrowings at June 30, 2020 and December 31, 2019 were $286.4 million and $247.4 million at weighted average interest rates of 1.05 percent and 2.62 percent, respectively. Included in the June 30, 2020 balance, is $100 million in short-term debt for which we have entered into interest rate swap agreements as discussed below.

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 andour 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 isare subject to a pricing grid, including the commitment fee onand the ~~unused portion~~interest rate charged. Our pricing is adjusted each quarter based upon our total indebtedness to total capitalization ratio. As of June 30, 2021, the ~~facility. We have the right,~~pricing under ~~certain circumstances, to extend the expiration date for up to two years on any anniversary date of~~ the Revolver ~~with such extension subject~~included an unused commitment fee of 0.15 percent and an interest rate of 1.0 percent over LIBOR. Our available credit under the new Revolver at June 30, 2021 was $200.9 million. As of June 30, 2021, we had issued $4.8 million in letters of credit to various counterparties under the ~~lenders' approval. We may also request~~syndicated Revolver. These letters of credit are not included in the ~~lenders to increase~~outstanding short-term borrowings and we do not anticipate that they will be drawn upon by the ~~Revolver to $200.0 million, with any increase at~~counterparties. The letters of credit reduce the ~~sole discretion of each lender.~~available borrowings under our syndicated Revolver.

In the ~~second~~fourth quarter of 2020, we entered into interest rate swaps with a notional ~~amounts totaling $100.0~~amount of $60.0 million ~~associated~~through December 2021 with ~~three~~pricing 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. The fixed swap rates will range between 0.26150.20 and ~~0.3875~~0.205 percent for the ~~period.~~period associated with our outstanding borrowing under the Revolver. In February 2021, we entered into an additional interest rate swap with a notional amount of $40.0 million through December 2021 with pricing of 0.17 percent. Our short-term borrowing ~~will be~~is based on the 30-day LIBOR rate. The interest ~~swap will be~~rate swaps are cash settled monthly as the counter-party ~~will pay~~pays us the 30-day LIBOR rate less the fixed rate.

Cash Flows

The following table provides a summary of our operating, investing and financing cash flows for the six months ended June 30, ~~2020~~2021 and ~~2019:~~2020:


	Six Months Ended
	June 30,
(in thousands)	2021		2020
Net cash provided by (used in):
Operating activities	$	134,216	$	91,678
Investing activities	(104,529)		(80,254)
Financing activities	(28,175)		(14,819)
Net increase (decrease) in cash and cash equivalents	1,512		(3,395)
Cash and cash equivalents—beginning of period	3,499		6,985
Cash and cash equivalents—end of period	$	5,011	$	3,590

Six Months Ended
June 30,
(in thousands) 2020 2019
Net cash provided by (used in):
Operating activities $ 91,678
$ 74,575
Investing activities (80,254 ) (90,880 )
Financing activities (14,819 ) 17,470
Net increase (decrease) in cash and cash equivalents (3,395 ) 1,165
Cash and cash equivalents—beginning of period 6,985
6,089
Cash and cash equivalents—end of period $ 3,590
$ 7,254

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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 six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, net cash provided by operating activities was ~~$91.7~~$134.2 million and ~~$74.6~~$91.7 million, respectively, resulting in an increase in cash flows of ~~$17.1~~$42.5 million. Significant operating activities generating the cash flows change were as follows:

~~Table of Contents~~•

Changes in net accounts receivable and accrued revenue and accounts payable and accrued liabilities increased cash flows by ~~$15.4 million, due in part to the timing and receipt of payments and the absence of PESCO, whose assets and contracts were sold in the fourth quarter of 2019;~~$20.4 million;

~~Changes in net regulatory assets and liabilities increased cash flows by $5.7 million, due primarily to the change in fuel costs collected through the various cost recovery mechanisms;~~

•Net income, adjusted for non-cash adjustments and reconciling activities, increased cash flows by ~~$5.4~~$13.2 million, due primarily to ~~deferred~~higher net income, ~~taxes, unrealized loss from investments and commodity contracts and~~ depreciation and amortization ~~offset by realized gains~~and gain on sale of assets;

•Net cash flows from income taxes receivable ~~decreased~~increased by ~~$5.8 million due primarily to the implementation of the federal tax law associated with CARES Act;~~$6.0 million;

•Changes in net prepaid expenses and other current assets, customer deposits and refunds, accrued compensation and other net assets and liabilities, ~~net decreased~~increased cash flows by ~~$4.2~~$4.6 million;

•Changes in net regulatory assets and liabilities increased cash flows by $3.6 million due primarily to the change in fuel costs collected through the various cost recovery mechanisms; and

•Net cash flows from changes in propane inventory, storage gas and other inventories decreased by approximately ~~$2.3~~$5.2 million.

Cash Flows Used in Investing Activities

Net cash used in investing activities totaled ~~$80.3~~$104.5 million and ~~$90.9~~$80.3 million during the six months ended June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, resulting in ~~an increase~~a decrease in cash flows of ~~$10.6~~$24.2 million. Cash paid for capital expenditures was ~~$82.8~~$104.6 million for the first six months of ~~2020,~~2021, compared to ~~$90.4~~$82.8 million for the same period in ~~2019,~~2020, resulting in ~~increased~~decreased cash flows of ~~$7.6~~$21.8 million.The remaining decrease was largely attributable to several property sales that occurred in the first quarter of 2020.

Cash Flows ~~Provided by~~Used in Financing Activities

Net cash used byin financing activities totaled ~~$14.8~~$28.2 million during the six months ended June 30, ~~2020~~2021 compared to ~~$17.5~~$14.8 million of net cash ~~provided by~~used in financing activities ~~during~~over the ~~prior year~~same period in 2020, resulting in ana decrease in cash flows of ~~$32.3~~$13.4 million. The ~~decrease~~increase in net cash ~~provided by~~used in financing activities resulted primarily from the following:

~~Decreased cash flows of $63.6 million primarily from~~•Long-term debt repayments of ~~the $30~~$10.1 million ~~term notes during the six months ended June 30, 2020 coupled with issuance~~and repayments of ~~$30.0 million term notes in January 2019;~~short-term debt of $5.2 million;

~~Increased cash flows from short-term borrowing of $36.1 million under our line of credit arrangements;~~

~~Decreased cash flows of $4.0 million as a result of changes in cash overdrafts in 2020; and~~

•Cash dividends of ~~$13.0~~$15.0 million paid during the six months ended June 30, ~~2020,~~2021, compared to ~~$11.8~~$13.0 million for the six months ended June 30, ~~2019.~~2020; and

•Cash flows of $4.8 million as a result of issuing shares of our common stock under the DRIP program

Off-Balance Sheet Arrangements

~~We have issued~~The Board of Directors has authorized us to issue corporate guarantees ~~to certain vendors~~securing obligations of our subsidiaries ~~that provide for the payment~~and to obtain letters of ~~propane~~credit securing our subsidiaries' obligations. The maximum authorized liability under such guarantees and ~~natural gas purchases in the event~~letters of ~~the subsidiary’s default. The liabilities for these purchases are recorded in our financial statements when incurred.~~credit as of June 30, 2021 was $20.0 million. The aggregate amount guaranteed at June 30, ~~2020~~2021 was ~~$11.2~~$8.0 million, with the guarantees expiring on various dates through March ~~2, 2021. At June~~ 30, ~~2020, the corporate guarantees related to PESCO were less than $0.1 million and are expected to be terminated in the third quarter of 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.~~2022.

As of June 30, ~~2020,~~2021, we have issued letters of credit totaling approximately ~~$4.4~~$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. These letters of credit have various expiration dates through October ~~22, 2020. There~~5, 2021. We have ~~been no draws on~~not drawn upon these letters of credit as of June 30, ~~2020. We~~2021 and do not anticipate that the counterparties will draw upon these letters of ~~credit, and we~~credit. 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, letters of credit associated with PESCO were terminated in the second quarter of 2020. See Note 3,~~ ~~Acquisitions and Divestitures, in the condensed consolidated financial statements for additional details on the sale of PESCO.~~

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Contractual Obligations

There has been no material change in the contractual obligations presented in our ~~2019~~2020 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 June 30, ~~2020:~~2021:

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	Payments Due by Period											Payments Due by Period
	Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Total			Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Total
(in thousands)											(in thousands)
Purchase obligations - Commodity ⁽¹⁾	17,644		16,819		—		—		34,463		Purchase obligations - Commodity (1)	$	29,826	$	27,879	$	—	$	—	$	57,705
Total	$	17,644	$	16,819	$	—	$	—	$	34,463	Total	$	29,826	$	27,879	$	—	$	—	$	57,705

⁽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 isand Aspire Energy Express, our intrastate pipeline subsidiaries, are subject to regulation (excluding cost of service) by the Florida ~~PSC.~~PSC and Public Utilities Commission of Ohio, respectively. At June 30, ~~2020,~~2021, 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 June 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~~Increases in interest rates expose us to potential increased ~~cost~~costs we could incur when we issue debt instruments or to provide financing and liquidity for our business activities. ~~Occasionally, we~~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-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 respective 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~~8.3 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.

~~Table of Contents~~

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~~2020 to June 30, ~~2020:~~2021:


(in thousands)	Balance at December 31, 2019			Increase (Decrease) in Fair Market Value		Less Amounts Settled		Balance at June 30, 2020		(in thousands)	Balance at December 31, 2020		Increase (Decrease) in Fair Market Value		Less Amounts Settled		Balance at June 30, 2021
Sharp	$	(1,844	)	$	898	$	1,465	$	519	Sharp	$	3,182	$	8,059	$	(3,502)	$	7,739
Total	$	(1,844	)	$	898	$	1,465	$	519	Total	$	3,182	$	8,059	$	(3,502)	$	7,739

There were no changes in methods of valuations during the six months ended June 30, ~~2020.~~2021.

The following is a summary of fair market value of financial derivatives as of June 30, ~~2020,~~2021, by method of valuation and by maturity for each fiscal year period.


(in thousands)	2021		2022		2023		2024		2025		Total Fair Value
Price based on Mont Belvieu - Sharp	$	2,971	$	2,937	$	1,236	$	595	$	—	$	7,739
Total	$	2,971	$	2,937	$	1,236	$	595	$	—	$	7,739

(in thousands) 2020 2021 2022 2023 2024 Total Fair Value
Price based on Mont Belvieu - Sharp $ 129
$ 303
$ 88
$ (1 ) $ —
$ 519
Total $ 129
$ 303
$ 88
$ (1 ) $ —
$ 519

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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.

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.

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 June 30, ~~2020.~~2021. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, ~~2020.~~2021.

Changes in Internal Control over Financial Reporting

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 June 30, ~~2020, the implementation of~~2021, 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. ~~Additional~~

A security breach disrupting our operating systems and facilities or exposing confidential information may adversely affect our reputation, disrupt our operations and increase our costs.

The cybersecurity risks associated with the protection of our infrastructure and ~~uncertainties not known~~facilities is evolving and increasingly complex.We continue to heavily rely on technological tools that support our business operations and corporate functions while enhancing our security. There are various risks associated with our information technology infrastructure, including hardware and software failure, communications failure, data distortion or destruction, unauthorized access to data, misuse of proprietary or confidential data, unauthorized control through electronic means, cyber-attacks, cyber-terrorism, data breaches, programming mistakes, and other inadvertent errors or deliberate human acts. Further, the U.S. government has issued public warnings that indicate energy assets might be specific targets of cybersecurity threats by foreign sources.

The failure of, or security breaches related to, our information technology infrastructure, could lead to system disruptions or cause facility shutdowns.Any such failure, attack, or security breach could adversely impact our ability to safely and reliably deliver services to our customers through our transmission, distribution, and generation systems, subject to us ~~at present, or that we currently deem immaterial, also may affect Chesapeake Utilities. The occurrence of~~to reputational and other harm, and subject us to legal and regulatory proceedings and claims and demands from third parties, any of ~~these known~~which could adversely affect our business, our earnings, results of operation and financial condition. In addition, the protection of customer, employee and Company data is crucial to our operational security. A breach or ~~unknown risks~~breakdown of our systems that results in the unauthorized release of individually identifiable customer or other sensitive data could have ~~a material~~an adverse ~~impact~~effect on our ~~business,~~reputation, results of operations and financial condition and ~~results~~could also materially increase our costs of ~~operations.~~maintaining our system and protecting it against future breakdowns or breaches. We take reasonable precautions to safeguard our information systems from cyber-attacks and security breaches; however, there is no guarantee that the procedures implemented to protect against unauthorized access to our information systems are adequate to safeguard against all attacks and breaches. We also cannot assure that any redundancies built into our networks and technology, or the procedures we have implemented to protect against cyber-attacks and other unauthorized access to secured data, are adequate to safeguard against all failures of technology or security breaches.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Table of Contents

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⁾
April 1, 2020 through April 30, 2020 ⁽¹⁾
496
$ 85.57
—
—
May 1, 2020
through May 31, 2020 —
—
—
—
June1, 2020
through June30, 2020 —
—
—
—
Total 496
$ 85.57
—
—


	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)
April 1, 2021 through April 30, 2021(1)	442	$	116.18	—	—
May 1, 2021 through May 31, 2021	—	—		—	—
June 1, 2021 through June 30, 2021	—	—		—	—
Total	442	$	116.18	—	—

⁽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~~.2020. During the quarter ended June 30, ~~2020, 496~~2021, 442 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.

Table of Contents

Item 6. Exhibits


~~Item 6.~~ 10.1*			~~Exhibits~~

Amendment to Executive Employment Agreement dated February 22, 2021, between Chesapeake Utilities Corporation and Beth W. Cooper




10.131.1		~~Credit Agreement dated May 29, 2020, between Chesapeake Utilities Corporation and Citizens Bank National Association~~.

10.2*	~~Loan Agreement dated May 6, 2020, between Chesapeake Utilities Corporation and Royal Bank of Canada.~~

10.3*	~~Form of Revolving Loan Note in favor of Citizens Bank, National Association.~~

10.4*	~~Form of Revolving Credit Note in favor of Royal Bank of Canada.~~

31.1*	Certificate of Chief Executive Officer of Chesapeake Utilities Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*			Certificate of Chief Financial Officer of Chesapeake Utilities Corporation pursuant to Rule 13a-14(a) under the Securities Exchange Act of ~~1934.~~1934.

32.1*			Certificate of Chief Executive Officer of Chesapeake Utilities Corporation pursuant to 18 U.S.C. Section 1350.

32.2*			Certificate of Chief Financial Officer of Chesapeake Utilities Corporation pursuant to 18 U.S.C. Section 1350.

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.

104			Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

*Filed herewith

Table of Contents

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: August ~~5, 2020~~4, 2021

~~- 66~~65



(in thousands)
Balance at December 31, 2019	$	1,337
Additions:
Provision for credit losses	794
Recoveries	450
Deductions:
Write offs	(477		)
Balance at June 30, 2020	$	2,104



	Three Months						Six Months
	June 30,						June 30,
(in thousands)	2020			2019			2020			2019
Operating revenues⁽¹⁾	$	3		$	41,280		$	23		$	118,302
Cost of sales⁽¹⁾	10			40,539			1			115,701
Other operating expenses	39			1,470			197			3,460
Operating loss	(46		)	(729		)	(175		)	(859		)
Interest and other expense	(6		)	(101		)	(29		)	(166		)
Loss from Discontinued Operations before income taxes	(52		)	(830		)	(204		)	(1,025		)
Gain on sale of Discontinued Operations	200			—			200
Income tax benefit	(147		)	(220		)	(188		)	(268		)
Gain (Loss) from Discontinued Operations, Net of Tax	$	295		$	(610	)	$	184		$	(757	)



(in thousands)
As of December 31, 2018	$	(5,928	)	$	(785	)	$	—	$	(6,713	)
Other comprehensive income before reclassifications	—			1,000			—		1,000
Amounts reclassified from accumulated other comprehensive income/(loss)	213			(132		)	—		81
Net prior-period other comprehensive income	213			868			—		1,081
Prior-year reclassification	—			(115		)	—		(115		)
As of June 30, 2019	$	(5,715	)	$	(32	)	$	—	$	(5,747	)



	Number of Shares		Weighted Average Fair Value
Outstanding—December 31, 2019	157,817		$	80.28
Granted	66,857		$	92.78
Vested	(35,651	)	$	66.48
Expired	(5,302	)	$	65.32
Outstanding—June 30, 2020	183,721		$	86.98



				Outstanding borrowings at
(in thousands)	Total Facility		LIBOR Based Interest Rate	June 30, 2020		December 31, 2019		Available at June 30, 2020
Bank Credit Facility
Existing Bilateral Facilities
Committed revolving credit facility A	$	55,000	plus 0.75 percent	$	55,000	$	55,000	$	—
Committed revolving credit facility B	80,000		plus 0.75 percent	77,501		57,150		2,499
Committed revolving credit facility C	45,000		plus 0.75 percent	32,412		42,040		12,588
Committed revolving credit facility D	40,000		plus 0.85 percent	40,000		40,000		—
Committed revolving credit facility E⁽²⁾	150,000		plus 1.125 percent	80,000		50,000		70,000
Total existing bilateral facilities	370,000			284,913		244,190		85,087
Incremental Facilities
Committed revolving credit facility F	35,000		plus 1.75 percent	—		—		35,000
Committed revolving credit facility G	15,000		plus 1.75 percent	—		—		15,000
Committed revolving credit facility H	25,000		plus 1.75 percent	—		—		25,000
Committed revolving credit facility I	20,000		plus 1.75 percent	—		—		20,000
Total incremental facilities	95,000			—		—		95,000
Total short term credit facilities	$	465,000		284,913		244,190		$	180,087
Book overdrafts⁽¹⁾				1,492		3,181
Total short-term borrowing				$	286,405	$	247,371



	Three Months Ended
	June 30,						Increase /
	2020			2019			(decrease)
(in thousands except per share)
Gross Margin
Regulated Energy segment	$	57,131		$	55,086		$	2,045
Unregulated Energy segment	17,032			14,380			2,652
Other businesses and eliminations	(73		)	(97		)	24
Total Gross Margin	$	74,090		$	69,369		$	4,721

Operating Income
Regulated Energy segment	$	18,006		$	18,028		$	(22	)
Unregulated Energy segment	281			(771		)	1,052
Other businesses and eliminations	(310		)	908			(1,218		)
Total Operating Income	17,977			18,165			(188		)
Other expense, net	(279		)	(320		)	41
Interest charges	5,054			5,552			(498		)
Income from Continuing Operations Before Income Taxes	12,644			12,293			351
Income Taxes on Continuing Operations	1,983			3,379			(1,396		)
Income from Continuing operations	10,661			8,914			1,747
Gain (Loss) from Discontinued Operations	295			(610		)	905
Net Income	$	10,956		$	8,304		$	2,652
Basic Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	0.65		$	0.55		$	0.10
Earnings (loss) from Discontinued Operations	0.02			(0.04		)	0.06
Basic Earnings Per Share of Common Stock	$	0.67		$	0.51		$	0.16

Diluted Earnings Per Share of Common Stock
Earnings from Continuing Operations	$	0.64		$	0.54		$	0.10
Earnings (loss) from Discontinued Operations	0.02			(0.04		)	0.06
Diluted Earnings Per Share of Common Stock	$	0.66		$	0.50		$	0.16



(in thousands)	Margin Impact
Eastern Shore and Peninsula Pipeline service expansions	$	1,776
Increased customer consumption - primarily due to colder weather	1,127
Natural gas growth (excluding service expansions)	832
Unfavorable COVID-19 impacts on gross margin	(2,201		)
Other variances	511
Quarter-over-quarter increase in gross margin	$	2,045



(in thousands)
Unfavorable COVID-19 impacts (higher operating and bad debt expenses)	$	1,014
Depreciation, asset removal and property tax costs due to new capital investments	682
Payroll, Benefits and other employee-related expenses	612
Insurance expense (non-health) - both insured and self-insured	438
Other variances	(679		)
Quarter-over-quarter increase in other operating expenses	$	2,067



(in thousands)
Depreciation, asset removal and property tax costs due to new capital investments	$	1,909
Insurance expense (non-health) - both insured and self-insured	1,272
Unfavorable COVID-19 impacts (higher operating and bad debt expenses)	906
Facilities maintenance costs	837
Other variances	17
Period-over-period increase in other operating expenses	$	4,941



(in thousands)
Propane Operations
Boulden acquisition (assets acquired in December 2019)	$	2,437
Increased retail propane margins per gallon driven by favorable market conditions and supply management	2,009
Decrease in customer consumption - primarily due to milder weather	(2,003		)
Aspire Energy
Decrease in customer consumption - primarily due to milder weather	(549		)
Higher margins from negotiated rate increases	308
Unfavorable COVID-19 impacts on gross margin	(442		)
Other variances	133
Period-over-period increase in gross margin	$	1,893



(in thousands)
Depreciation, asset removal and property tax costs due to new capital investments	$	901
Operating expenses from Boulden acquisition (completed in December 2019)	646
Unfavorable COVID-19 impacts (higher operating and bad debt expenses)	487
Insurance expense (non-health) - both insured and self-insured	414
Other variances	(211		)
Period-over-period increase in other operating expenses	$	2,237