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CHESAPEAKE UTILITIES CORP

For the period ended Dec 31, 2023. Filed Feb 21, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 21, 2024

CPK$140.88+0.4%Stored close · as of Nov 9, 2026

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Item 8. Financial Statements and Supplementary Data

To the Board of Directors and Stockholders of

Chesapeake Utilities Corporation

Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Chesapeake Utilities Corporation and Subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule listed in Item 15(a)2 (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control– Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control– Integrated Framework: (2013) issued by COSO.

Basis for Opinion

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for their assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management has excluded Florida City Gas (“FCG”) from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a business combination during 2023. We have also excluded FCG from our audit of internal control over financial reporting. FCG is a wholly-owned subsidiary whose total assets and loss before taxes represented 31 percent and 4 percent, respectively, of the Company’s consolidated total assets and earnings before taxes as of December 31, 2023 and for the year then ended.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures

Chesapeake Utilities Corporation 2023 Form 10-K Page 55 that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment - Energy Transmission and Supply Services (Aspire Energy) - Unregulated Energy Segment - Refer to Notes 2 and 10 to the consolidated financial statements

Critical Audit Matter Description

As described in Notes 2 and 10 to the consolidated financial statements, the Company has recorded goodwill associated with the Aspire Energy reporting unit within its Unregulated Energy reportable segment as of December 31, 2023. To test goodwill for impairment, the Company uses a present value technique based on discounted cash flows to estimate the fair value of its reporting units. Management’s testing of goodwill as of December 31, 2023 indicated no impairment.

We identified the goodwill impairment assessment of Aspire Energy as a critical audit matter because the fair value estimate requires significant estimates and assumptions by management, including those relating to future revenue and operating margin forecasts and discount rates. Testing these estimates involved especially challenging, subjective, or complex judgments and effort.

How the Critical Audit Matter was Addressed in the Audit

The primary procedures we performed to address this critical audit matter included:

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Aspire Energy reporting unit.

We evaluated the appropriateness of management’s valuation methodology, including testing the mathematical accuracy of the calculation.

We assessed the historical accuracy of management’s revenue and operating margin forecasts.

We compared the significant assumptions used by management to current industry and economic trends, current and historical performance of the reporting unit, and other relevant factors.

We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit, including testing the Company’s fair value of all reporting units within the Company's Regulated and Unregulated Energy segments, in relation to the market capitalization of the Company and assessed the results.

/s/Baker Tilly US, LLP

We have served as the Company's auditor since 2007.

Lancaster, Pennsylvania

February 21, 2024

Chesapeake Utilities Corporation 2023 Form 10-K Page 56

For the Year Ended December 31,
202320222021
(in thousands, except shares and per share data)
Operating Revenues
Regulated Energy$473,595$429,424$383,920
Unregulated Energy223,148280,750206,869
Other businesses and eliminations(26,139)(29,470)(20,821)
Total operating revenues670,604680,704569,968
Operating Expenses
Natural gas and electricity costs140,008127,172100,737
Propane and natural gas costs76,474133,33486,213
Operations178,437164,505148,294
FCG transaction-related expenses10,355——
Maintenance20,40118,17616,793
Depreciation and amortization65,50168,97362,661
Other taxes28,62525,61124,158
Total operating expenses519,801537,771438,856
Operating Income150,803142,933131,112
Other income, net1,4385,0511,720
Interest charges36,95124,35620,135
Income Before Income Taxes115,290123,628112,697
Income taxes28,07833,83229,231
Net Income$87,212$89,796$83,466
Weighted Average Common Shares Outstanding:
Basic18,370,75817,722,22717,558,078
Diluted18,434,85717,804,29417,633,029
Earnings Per Share of Common Stock:
Basic$4.75$5.07$4.75
Diluted$4.73$5.04$4.73

Chesapeake Utilities Corporation 2023 Form 10-K Page 57

For the Year Ended December 31,
202320222021
(in thousands)
Net Income$87,212$89,796$83,466
Other Comprehensive Income (Loss), net of tax:
Employee Benefits, net of tax:
Reclassifications of amortization of prior service credit and actuarial loss, net of tax of $11, $18 and $550, respectively32571,616
Net (loss) gain, net of tax of $(37), $243, and $93, respectively(110)705262
Cash Flow Hedges, net of tax:
Net (loss) gain on commodity contract cash flow hedges, net of tax of $(501), $(369) and $2,702, respectively(1,322)(934)7,075
Reclassifications of net gain on commodity contract cash flow hedges, net of tax of $(17), $(963) and $(1,838), respectively(44)(2,545)(4,813)
Net gain on interest rate swap cash flow hedges, net of tax of $165, $0, and $0, respectively473——
Reclassifications of net (gain) loss on interest rate swap cash flow hedges, net of tax of $(135), $12 and $12, respectively(388)3528
Total Other Comprehensive (Loss) Income(1,359)(2,682)4,168
Comprehensive Income$85,853$87,114$87,634

Chesapeake Utilities Corporation 2023 Form 10-K Page 58

As of December 31,
Assets20232022
(in thousands, except shares and per share data)
Property, Plant and Equipment
Regulated Energy$2,418,494$1,802,999
Unregulated Energy410,807393,215
Other businesses and eliminations30,31029,890
Total property, plant and equipment2,859,6112,226,104
Less: Accumulated depreciation and amortization(516,429)(462,926)
Plus: Construction work in progress113,19247,295
Net property, plant and equipment2,456,3741,810,473
Current Assets
Cash and cash equivalents4,9046,204
Trade and other receivables74,48565,758
Less: Allowance for credit losses(2,699)(2,877)
Trade receivables, net71,78662,881
Accrued revenue32,59729,206
Propane inventory, at average cost9,3139,365
Other inventory, at average cost19,91216,896
Regulatory assets19,50641,439
Storage gas prepayments4,6956,364
Income taxes receivable3,8292,541
Prepaid expenses15,40715,865
Derivative assets, at fair value1,0272,787
Other current assets2,723428
Total current assets185,699193,976
Deferred Charges and Other Assets
Goodwill508,17446,213
Other intangible assets, net16,86517,859
Investments, at fair value12,28210,576
Derivative assets, at fair value40982
Operating lease right-of-use assets12,42614,421
Regulatory assets96,396108,214
Receivables and other deferred charges16,44812,323
Total deferred charges and other assets662,631210,588
Total Assets$3,304,704$2,215,037

Chesapeake Utilities Corporation 2023 Form 10-K Page 59

As of December 31,
Capitalization and Liabilities20232022
(in thousands, except shares and per share data)
Capitalization
Stockholders’ equity
Preferred stock, par value $0.01 per share (authorized 2,000,000 shares), no shares issued and outstanding$—$—
Common stock, par value $0.4867 per share (authorized 50,000,000 shares)10,8238,635
Additional paid-in capital749,356380,036
Retained earnings488,663445,509
Accumulated other comprehensive loss(2,738)(1,379)
Deferred compensation obligation9,0507,060
Treasury stock(9,050)(7,060)
Total stockholders’ equity1,246,104832,801
Long-term debt, net of current maturities1,187,075578,388
Total capitalization2,433,1791,411,189
Current Liabilities
Current portion of long-term debt18,50521,483
Short-term borrowing179,853202,157
Accounts payable77,48161,496
Customer deposits and refunds46,42737,152
Accrued interest7,0203,349
Dividends payable13,1199,492
Accrued compensation16,54414,660
Regulatory liabilities13,7195,031
Derivative liabilities, at fair value354585
Other accrued liabilities13,36213,618
Total current liabilities386,384369,023
Deferred Credits and Other Liabilities
Deferred income taxes259,082256,167
Regulatory liabilities195,279142,989
Environmental liabilities2,6073,272
Other pension and benefit costs15,33016,965
Derivative liabilities at fair value9271,630
Operating lease - liabilities10,55012,392
Deferred investment tax credits and other liabilities1,3661,410
Total deferred credits and other liabilities485,141434,825
Environmental and other commitments and contingencies (Notes 19 and 20)
Total Capitalization and Liabilities$3,304,704$2,215,037

Chesapeake Utilities Corporation 2023 Form 10-K Page 60

For the Year Ended December 31,
202320222021
(in thousands)
Operating Activities
Net Income$87,212$89,796$83,466
Adjustments to reconcile net income to net operating cash:
Depreciation and amortization65,50168,97362,661
Depreciation and accretion included in operations expenses11,93411,04410,228
Deferred income taxes, net3,41323,70526,658
Realized (loss) on sale of assets/commodity contracts(824)(7,532)(9,026)
Unrealized loss (gain) on investments/commodity contracts(1,916)1,817(1,464)
Employee benefits and compensation342(1,111)(53)
Share-based compensation7,6226,4385,945
Other, net170——
Changes in assets and liabilities:
Accounts receivable and accrued revenue2,270(11,159)(1,634)
Propane inventory, storage gas and other inventory293(7,847)(9,517)
Regulatory assets/liabilities, net20,102(38,671)(18,464)
Prepaid expenses and other current assets18,6899,124(1,520)
Accounts payable and other accrued liabilities(16,795)2,7248,285
Income taxes receivable(1,288)14,919(4,575)
Customer deposits and refunds3,9286643,176
Accrued compensation1,462(1,231)1,198
Other assets and liabilities, net1,367(2,771)(4,860)
Net cash provided by operating activities203,482158,882150,504
Investing Activities
Property, plant and equipment expenditures(188,618)(128,276)(186,924)
Proceeds from sale of assets2,9263,8601,033
Acquisitions, net of cash acquired(925,034)(11,766)(36,371)
Environmental expenditures(665)(266)(761)
Net cash used in investing activities(1,111,391)(136,448)(223,023)
Financing Activities
Common stock dividends(40,009)(35,147)(31,537)
Issuance of stock for Dividend Reinvestment Plan(28)4,53415,851
Proceeds from issuance of common stock, net of expenses366,417——
Tax withholding payments related to net settled stock compensation(2,455)(2,838)(1,478)
Change in cash overdrafts due to outstanding checks(301)955(1,154)
Net borrowings (repayments) under line of credit agreements(22,544)(20,608)46,647
Proceeds from issuance of long-term debt627,01149,85959,478
Repayment of long-term debt and finance lease obligation(21,482)(17,961)(13,811)
Net cash provided by (used in) financing activities906,609(21,206)73,996
Net (Decrease) Increase in Cash and Cash Equivalents(1,300)1,2281,477
Cash and Cash Equivalents — Beginning of Period6,2044,9763,499
Cash and Cash Equivalents — End of Period$4,904$6,204$4,976

See Note 7 for Supplemental Cash Flow Disclosures.

Chesapeake Utilities Corporation 2023 Form 10-K Page 61

Consolidated Statements of Stockholders' Equity

Common Stock (1)
(in thousands, except shares and per share data)NumberofShares (2)ParValueAdditionalPaid-InCapitalRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)DeferredCompensationTreasuryStockTotal
Balance at December 31, 202017,461,841$8,499$348,482$342,969$(2,865)$5,679$(5,679)$697,085
Net Income———83,466———83,466
Other comprehensive income————4,168——4,168
Dividends declared ($1.880 per share)———(33,363)———(33,363)
Dividend reinvestment plan (5)147,2567218,176————18,248
Share-based compensation and tax benefit (3) (4)46,313224,504————4,526
Treasury stock activities (2)—————1,561(1,561)—
Balance at December 31, 202117,655,4108,593371,162393,0721,3037,240(7,240)774,130
Net Income———89,796———89,796
Other comprehensive income————(2,682)——(2,682)
Dividends declared ($2.085 per share)———(37,359)———(37,359)
Issuance under various plans (5)39,418195,273————5,292
Share-based compensation and tax benefit (3) (4)46,590233,601————3,624
Treasury stock activities (2)—————(180)180—
Balances at December 31, 202217,741,4188,635380,036445,509(1,379)7,060(7,060)832,801
Net Income———87,212———87,212
Issuance of common stock in connection with acquisition of FCG4,438,5962,160364,257————366,417
Other comprehensive loss————(1,359)——(1,359)
Dividends declared ($2.305 per share)———(44,058)———(44,058)
Issuance under various plans (5)——(26)————(26)
Share-based compensation and tax benefit (3) (4)55,323285,089————5,117
Treasury stock activities (2)—————1,990(1,990)—
Balances at December 31, 202322,235,337$10,823$749,356$488,663$(2,738)$9,050$(9,050)$1,246,104

(1)2,000,000 shares of preferred stock at $0.01 par value per share have been authorized. No shares have been issued or are outstanding; accordingly, no information has been included in the Consolidated Statements of Stockholders’ Equity.

(2) Includes 107,623,108,143 and 116,238 shares at December 31, 2023, 2022 and 2021, 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 2023, 2022 and 2021, we withheld 19,859,21,832 and 14,020 shares, respectively, for taxes.

(5)Includes shares issued under the Retirement Savings Plan, DRIP and/or ATM equity issuances, as applicable.

Chesapeake Utilities Corporation 2023 Form 10-K Page 62

  1. ORGANIZATION AND BASIS OF PRESENTATION

Chesapeake Utilities, incorporated in 1947 in Delaware, is a diversified energy company engaged in regulated and unregulated energy businesses.

Our regulated energy businesses consist of: (a) regulated natural gas distribution operations in central and southern Delaware, Maryland’s eastern shore and Florida; (b) regulated natural gas transmission operations on the Delmarva Peninsula, in Pennsylvania, Florida and in Ohio; and (c) regulated electric distribution operations serving customers in northeast and northwest Florida.

Our unregulated energy businesses primarily include: (a) propane operations in the Mid-Atlantic region, North Carolina, South Carolina, and Florida; (b) our unregulated natural gas transmission/supply operation in central and eastern Ohio; (c) our CHP plant in Florida that generates electricity and steam; (d) our subsidiary, based in Florida, that provides CNG, LNG and RNG transportation and pipeline solutions, primarily to utilities and pipelines throughout the United States; and (e) sustainable energy investments including renewable natural gas.

Our consolidated financial statements include the accounts of Chesapeake Utilities and its wholly-owned subsidiaries. We do not have any ownership interest in investments accounted for using the equity method or any interest in a variable interest entity. All intercompany accounts and transactions have been eliminated in consolidation. We have assessed and, if applicable, reported on subsequent events through the date of issuance of these consolidated financial statements. Where necessary to improve comparability, prior period amounts have been reclassified to conform to current period presentation.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Preparing the consolidated financial statements to conform with GAAP requires management to make estimates in measuring assets and liabilities and related revenues and expenses. These estimates involve judgments about various future economic factors that are difficult to predict and are beyond our control; therefore, actual results could differ from these estimates. As additional information becomes available, or actual amounts are determined, recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Property, Plant and Equipment

Property, plant and equipment are stated at original cost less accumulated depreciation or fair value, if impaired. Costs include direct labor, materials and third-party construction contractor costs, allowance for funds used during construction ("AFUDC"), and certain indirect costs related to equipment and employees engaged in construction. The costs of repairs and minor replacements are charged to expense as incurred, and the costs of major renewals and improvements are capitalized. Upon retirement or disposition of property within the regulated businesses, the gain or loss, net of salvage value, is charged to accumulated depreciation. Upon retirement or disposition of property owned by the unregulated businesses, the gain or loss, net of salvage value, is charged to income. A summary of property, plant and equipment by classification as of December 31, 2023 and 2022 is provided in the following table:

Chesapeake Utilities Corporation 2023 Form 10-K Page 63

As of December 31,
(in thousands)20232022
Property, plant and equipment
Regulated Energy
Natural gas distribution - Delmarva Peninsula and Florida (1)$1,486,796$925,501
Natural gas transmission - Delmarva Peninsula, Pennsylvania, Ohio and Florida788,185741,865
Electric distribution143,513135,633
Unregulated Energy
Propane operations – Mid-Atlantic, North Carolina, South Carolina and Florida194,918185,090
Natural gas transmission and supply – Ohio134,192128,620
Electricity and steam generation37,06436,886
Mobile CNG and pipeline solutions40,55838,543
Sustainable energy investments, including renewable natural gas4,0764,076
Other30,30929,890
Total property, plant and equipment2,859,6112,226,104
Less: Accumulated depreciation and amortization(516,429)(462,926)
Plus: Construction work in progress113,19247,295
Net property, plant and equipment$2,456,374$1,810,473

(1) Includes amounts attributable to the acquisition of FCG. See Note 4 for additional details on the acquisition.

Contributions or Advances in Aid of Construction

Customer contributions or advances in aid of construction reduce property, plant and equipment, unless the amounts are refundable to customers. Contributions or advances may be refundable to customers after a number of years based on the amount of revenues generated from the customers or the duration of the service provided to the customers. Refundable contributions or advances are recorded initially as liabilities. Non-refundable contributions reduce property, plant and equipment at the time of such determination. As of December 31, 2023 and 2022, the non-refundable contributions totaled $4.2 million and $7.6 million, respectively.

AFUDC

Some of the additions to our regulated property, plant and equipment include AFUDC, which represents the estimated cost of funds, from both debt and equity sources, used to finance the construction of major projects. AFUDC is capitalized in the applicable rate base for rate-making purposes when the completed projects are placed in service. During the years ended December 31, 2023, 2022 and 2021, AFUDC was immaterial and was reflected as a reduction of interest charges.

Leases

We have entered into lease arrangements for office space, land, equipment, pipeline facilities and warehouses. These leases enable us to conduct our business operations in the regions in which we operate. Our operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease - liabilities in our consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on our balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Our leases do not provide an implicit lease rate, therefore, we utilize our incremental borrowing rate, as the basis to calculate the present value of future lease payments, at lease commencement. Our incremental borrowing rate represents the rate that we would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

We have lease agreements with lease and non-lease components. At the adoption of ASC 842, we elected not to separate non-lease components from all classes of our existing leases. The non-lease components have been accounted for as part of the single lease component to which they are related. See Note 14, Leases, for additional information.

Chesapeake Utilities Corporation 2023 Form 10-K Page 64

Jointly-owned Pipelines

Property, plant and equipment for our Florida natural gas transmission operation included $28.4 million of jointly owned assets at December 31, 2023, primarily comprised of the 26-mile Callahan intrastate transmission pipeline in Nassau County, Florida jointly-owned with Seacoast Gas Transmission. Peninsula Pipeline's ownership is 50 percent. Direct expenses for the jointly-owned pipeline are included in operating expenses within our consolidated statements of income. Accumulated depreciation for this pipeline totaled $2.2 million and $1.5 million at December 31, 2023 and 2022, respectively.

Impairment of Long-lived Assets

We periodically evaluate whether events or circumstances have occurred, which indicate that long-lived assets may not be fully recoverable. The determination of whether an impairment has occurred is based on an estimate of undiscounted future cash flows attributable to the asset, compared to the carrying value of the asset. When such events or circumstances are present, we record an impairment loss equal to the excess of the asset's carrying value over its fair value, if any.

Depreciation and Accretion Included in Operations Expenses

We compute depreciation expense for our regulated operations by applying composite, annual rates, as approved by the respective regulatory bodies. Certain components of depreciation and accretion are reported in operations expenses, rather than as depreciation and amortization expense, in the accompanying consolidated statements of income in accordance with industry practice and regulatory requirements. Depreciation and accretion included in operations expenses consists of the accretion of the costs of removal for future retirements of utility assets, vehicle depreciation, computer software and hardware depreciation, and other minor amounts of depreciation expense. For the years ended December 31, 2023, 2022 and 2021, we reported $11.9 million, $11.0 million and $10.2 million, respectively, of depreciation and accretion in operations expenses.

The following table shows the average depreciation rates used for regulated operations during the years ended December 31, 2023, 2022 and 2021:

202320222021
Natural gas distribution – Delmarva Peninsula2.5%2.5%2.5%
Natural gas distribution – Florida (1) (2)2.2%2.5%2.5%
Natural gas transmission – Delmarva Peninsula2.7%2.7%2.7%
Natural gas transmission – Florida2.4%2.4%2.3%
Natural gas transmission – Ohio5.0%5.0%N/A
Electric distribution2.4%2.8%2.8%

(1) Excludes the acquisition of FCG which was completed on November 30, 2023.

(2)Average for 2023 includes the impact of the depreciation study that was approved by the Florida PSC in connection with the natural gas base rate proceeding.

For our unregulated operations, we compute depreciation expense on a straight-line basis over the following estimated useful lives of the assets:

Asset DescriptionUseful Life
Propane distribution mains10-37 years
Propane bulk plants and tanks10-40 years
Propane equipment, meters and meter installations5-33 years
Measuring and regulating station equipment5-37 years
Natural gas pipelines45 years
Natural gas right of waysPerpetual
CHP plant30 years
Natural gas processing equipment20-25 years
Office furniture and equipment3-10 years
Transportation equipment4-20 years
Structures and improvements5-45 years
OtherVarious

Chesapeake Utilities Corporation 2023 Form 10-K Page 65

Regulated Operations

We account for our regulated operations in accordance with ASC Topic 980, Regulated Operations, which includes accounting principles for companies whose rates are determined by independent third-party regulators. When setting rates, regulators often make decisions, the economics of which require companies to defer costs or revenues in different periods than may be appropriate for unregulated enterprises. When this situation occurs, a regulated company defers the associated costs as regulatory assets on the balance sheet and records them as expense on the income statement as it collects revenues. Further, regulators can also impose liabilities upon a regulated company, for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future, as regulatory liabilities. If we were required to terminate the application of these regulatory provisions to our regulated operations, all such deferred amounts would be recognized in our consolidated statement of income at that time, which could have a material impact on our financial position, results of operations and cash flows.

We monitor our regulatory and competitive environments to determine whether the recovery of our regulatory assets continues to be probable. If we determined that recovery of these assets is no longer probable, we would write off the assets against earnings. We believe that the provisions of ASC Topic 980 continue to apply to our regulated operations and that the recovery of our regulatory assets is probable.

Revenue Recognition

Revenues for our natural gas and electric distribution operations are based on rates approved by the PSC in each state in which they operate. Customers’ base rates may not be changed without formal approval by these commissions. The PSCs, however, have authorized our regulated operations to negotiate rates, based on approved methodologies, with customers that have competitive alternatives. Eastern Shore’s revenues are based on rates approved by the FERC. The FERC has also authorized Eastern Shore to negotiate rates above or below the FERC-approved maximum rates, which customers can elect as an alternative to FERC-approved maximum rates.

For regulated deliveries of natural gas and electricity, we read meters and bill customers on monthly cycles that do not coincide with the accounting periods used for financial reporting purposes. We accrue unbilled revenues for natural gas and electricity delivered, but not yet billed, at the end of an accounting period to the extent that they do not coincide. We estimate the amount of the unbilled revenue by jurisdiction and customer class.

All of our regulated natural gas and electric distribution operations have fuel cost recovery mechanisms. These mechanisms allow us to adjust billing rates, without further regulatory approvals, to reflect changes in the cost of purchased fuel. Differences between the cost of fuel purchased and delivered are deferred and accounted for as either unrecovered fuel cost or amounts payable to customers. Generally, these deferred amounts are recovered or refunded withinone year.

We charge flexible rates to our natural gas distribution industrial interruptible customers who can use alternative fuels. Interruptible service imposes no contractual obligation to deliver or receive natural gas on a firm service basis.

Our unregulated propane distribution businesses record revenue in the period the products are delivered and/or services are rendered for their bulk delivery customers. For propane customers with meters whose billing cycles do not coincide with our accounting periods, we accrue unbilled revenue for product delivered but not yet billed and bill customers at the end of an accounting period, as we do in our regulated energy businesses.

Our Ohio natural gas transmission/supply operation recognizes revenues based on actual volumes of natural gas shipped using contractual rates based upon index prices that are published monthly.

Eight Flags records revenues based on the amount of electricity and steam generated and sold to its customers.

Our mobile compressed natural gas operation recognizes revenue for CNG services at the end of each calendar month for services provided during the month based on agreed upon rates for labor, equipment utilized, costs incurred for natural gas compression, miles driven, mobilization and demobilization fees.

We report revenue taxes, such as gross receipts taxes, franchise taxes, and sales taxes, on a net basis.

For our businesses with agreements that contain variable consideration, we use the invoice practical expedient method. We determined that the amounts invoiced to customers correspond directly with the value to our customers and our performance to date.

Chesapeake Utilities Corporation 2023 Form 10-K Page 66

Natural Gas, Electric and Propane Costs

Natural gas, electric and propane costs include the direct costs attributable to the products sold or services provided to our customers. These costs include primarily the variable commodity cost of natural gas, electricity and propane, costs of pipeline capacity needed to transport and store natural gas, transmission costs for electricity, costs to gather and process natural gas, costs to transport propane to/from our storage facilities or our mobile CNG equipment to customer locations, and steam and electricity generation costs. Depreciation expense is not included in natural gas, electric and propane costs.

Operations and Maintenance Expenses

Operations and maintenance expenses include operations and maintenance salaries and benefits, materials and supplies, usage of vehicles, tools and equipment, payments to contractors, utility plant maintenance, customer service, professional fees and other outside services, insurance expense, minor amounts of depreciation, accretion of removal costs for future retirements of utility assets and other administrative expenses.

Cash and Cash Equivalents

Our policy is to invest cash in excess of operating requirements in overnight income-producing accounts. Such amounts are stated at cost, which approximates fair value. Investments with an original maturity ofthree months or less when purchased are considered cash equivalents.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist primarily of amounts due for sales of natural gas, electricity and propane and transportation and distribution services to customers. An allowance for doubtful accounts is recorded against amounts due based upon our collections experiences and an assessment of our customers’ inability or reluctance to pay. If circumstances change, our estimates of recoverable accounts receivable may also change. Circumstances which could affect such estimates include, but are not limited to, customer credit issues, natural gas, electricity and propane prices and impacts from general economic conditions. Accounts receivable are written off when they are deemed to be uncollectible.

Our estimate for expected credit losses has been developed by analyzing our portfolio of financial assets that present potential credit exposure risk. These assets consist solely of our trade receivables from customers and contract assets. The estimate is based on five years of historical collections experience, a review of current economic and operating conditions in our service territories, and an examination of economic indicators which provide a reasonable and supportable basis of potential future activity. Those indicators include metrics which we believe provide insight into the future collectability of our trade receivables such as unemployment rates and economic growth statistics in our service territories.

When determining estimated credit losses, we analyze the balance of our trade receivables based on the underlying line of business. This includes an examination of trade receivables from our energy distribution, energy transmission, energy delivery services and propane operations businesses. Our energy distribution business consists of all our regulated distribution utility (natural gas and electric) operations on the Delmarva Peninsula and in 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 to be included in 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 CNG delivery operations. The majority of customers served by these business units 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 associated with these customers. 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 amount of revenues generated.

Chesapeake Utilities Corporation 2023 Form 10-K Page 67

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. The table below illustrates the changes in the balance of our allowance for expected credit losses for the year ended December 31, 2023:

(in thousands)
Balance at December 31, 2022$2,877
Additions:
Provision for credit losses2,340
Recoveries166
Deductions:
Write offs(2,684)
Balance at December 31, 2023$2,699

Inventories

We use the average cost method to value propane, materials and supplies, and other merchandise inventory. If market prices drop below cost, inventory balances that are subject to price risk are adjusted to their net realizable value. There were no lower-of-cost-or-net realizable value adjustment for the years ended December 31, 2023, 2022 or 2021.

Goodwill and Other Intangible Assets

Goodwill is not amortized but is tested for impairment at least annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We generally use a present value technique based on discounted cash flows to estimate the fair value of our reporting units. An impairment charge is recognized if the carrying value of a reporting unit’s goodwill exceeds its fair value. There were no goodwill impairments recognized during the years ended December 31, 2023, 2022 and 2021. Other intangible assets are amortized on a straight-line basis over their estimated economic useful lives.

Other Deferred Charges

Other deferred charges include issuance costs associated with short-term borrowings. These charges are amortized over the life of the related short-term debt borrowings.

Asset Removal Cost

As authorized by the appropriate regulatory body (state PSC or FERC), we accrue future asset removal costs associated with utility property, plant and equipment even if a legal obligation does not exist. Such accruals are provided for through depreciation expense and are recorded with corresponding credits to regulatory liabilities or assets. When we retire depreciable utility plant and equipment, we charge the associated original costs to accumulated depreciation and amortization, and any related removal costs incurred are charged to regulatory liabilities or assets. The difference between removal costs recognized in depreciation rates and the accretion and depreciation expense recognized for financial reporting purposes is a timing difference between recovery of these costs in rates and their recognition for financial reporting purposes. Accordingly, these differences are deferred as regulatory liabilities or assets. In the rate setting process, the regulatory liability or asset is excluded from the rate base upon which those utilities have the opportunity to earn their allowed rates of return. The costs associated with our asset retirement obligations are either currently being recovered in rates or are probable of recovery in future rates.

See Note 18, Rates and Other Regulatory Activities, for information related to FCG's reserve surplus amortization mechanism ("RSAM") that was approved as part of its rate case effective as of May 1, 2023.

Pension and Other Postretirement Plans

Chesapeake Utilities Corporation 2023 Form 10-K Page 68

Pension and other postretirement plan costs and liabilities are determined on an actuarial basis and are affected by numerous assumptions and estimates, including the fair value of plan assets, estimates of the expected returns on plan assets, assumed discount rates, the level of contributions made to the plans, and current demographic and actuarial mortality data. We review annually the estimates and assumptions underlying our pension and other postretirement plan costs and liabilities with the assistance of third-party actuarial firms. The assumed discount rates, expected returns on plan assets and the mortality assumption are the factors that generally have the most significant impact on our pension costs and liabilities. The assumed discount rates, health care cost trend rates and rates of retirement generally have the most significant impact on our postretirement plan costs and liabilities.

The discount rates are utilized principally in calculating the actuarial present value of our pension and postretirement obligations and net pension and postretirement costs. When estimating our discount rates, we consider high-quality corporate bond rates, such as the Empower curve index and the FTSE Index, changes in those rates from the prior year and other pertinent factors, including the expected life of each of our plans and their respective payment options.

The expected long-term rates of return on assets are utilized in calculating the expected returns on the plan assets component of our annual pension plan costs. We estimate the expected returns on plan assets by evaluating expected bond returns, asset allocations, the effects of active plan management, the impact of periodic plan asset rebalancing and historical performance. We also consider the guidance from our investment advisors in making a final determination of our expected rates of return on plan assets.

We estimate the health care cost trend rates used in determining our postretirement expense based upon actual health care cost experience, the effects of recently enacted legislation and general economic conditions. Our assumed rate of retirement is estimated based upon our annual reviews of participant census information as of the measurement date.

The mortality assumption used for our pension and postretirement plans is reviewed periodically and is based on the actuarial table that best reflects the expected mortality of the plan participants.

Income Taxes, Investment Tax Credit Adjustments and Tax-Related Contingency

Deferred tax assets and liabilities are recorded for the income tax effect of temporary differences between the financial statement basis and tax basis of assets and liabilities and are measured using the enacted income tax rates in effect in the years in which the differences are expected to reverse. Deferred tax assets are recorded net of any valuation allowance when it is more likely than not that such income tax benefits will be realized. Investment tax credits on utility property have been deferred and are allocated to income ratably over the lives of the subject property.

We account for uncertainty in income taxes in our consolidated financial statements only if it is more likely than not that an uncertain tax position is sustainable based on technical merits. Recognizable tax positions are then measured to determine the amount of benefit recognized in the consolidated financial statements. We recognize penalties and interest related to unrecognized tax benefits as a component of other income.

We account for contingencies associated with taxes other than income when the likelihood of a loss is both probable and estimable. In assessing the likelihood of a loss, we do not consider the existence of current inquiries, or the likelihood of future inquiries, by tax authorities as a factor. Our assessment is based solely on our application of the appropriate statutes and the likelihood of a loss, assuming the proper inquiries are made by tax authorities.

Financial Instruments

We utilize financial instruments to mitigate commodity price risk associated with fluctuations of natural gas, electricity and propane and to mitigate interest rate risk. Our propane operations enter into derivative transactions, such as swaps, put options and call options in order to mitigate the impact of wholesale price fluctuations on inventory valuation and future purchase commitments. These transactions may be designated as fair value hedges or cash flow hedges, if they meet all of the accounting requirements pursuant to ASC Topic 815, Derivatives and Hedging, and we elect to designate the instruments as hedges. If designated as a fair value hedge, the value of the hedging instrument, such as a swap, future, or put option, is recorded at fair value, with the effective portion of the gain or loss of the hedging instrument effectively reducing or increasing the value of the hedged item. If designated as a cash flow hedge, the value of the hedging instrument, such as a swap or call option, is recorded at fair value with the effective portion of the gain or loss of the hedging instrument being initially recorded in accumulated other comprehensive income (loss) and reclassified to earnings when the associated hedged transaction settles. The ineffective portion of the gain or loss of a hedge is immediately recorded in earnings. If the instrument is not designated as a fair value or cash flow hedge, or it does not meet the accounting requirements of a hedge under ASC Topic 815, Derivatives and Hedging, it is recorded at fair value with all gains or losses being recorded directly in earnings.

Our natural gas, electric and propane operations enter into agreements with suppliers to purchase natural gas, electricity, and propane for resale to our respective customers. Purchases under these contracts, as well as distribution and sales agreements

Chesapeake Utilities Corporation 2023 Form 10-K Page 69 with counterparties or customers, either do not meet the definition of a derivative, or qualify for “normal purchases and normal sales” treatment under ASC Topic 815 and are accounted for on an accrual basis.

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. We designate and account for the interest rate swaps as cash flows hedges. Accordingly, unrealized gains and losses associated with the interest rate swaps are recorded as a component of accumulated other comprehensive income (loss). When the interest rate swaps settle, the realized gain or loss will be recorded in the income statement and recognized as a component of interest charges.

Recent Accounting Standards Yet to be Adopted

Segment Reporting (ASC 280) - In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segments Disclosures, which modifies required disclosures about a public entity’s reportable segments and addresses requests from investors for more detailed information about a reportable segment’s expenses and a more comprehensive reconciliation of each segment's reported profit or loss. ASU 2023-07 will be effective for our annual financial statements beginning January 1, 2024 and our interim financial statements beginning January 1, 2025. ASU 2023-07 only impacts disclosures, and as a result, will not have a material impact on our financial position or results of operations.

Income Taxes (ASC 740)- In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which modifies required income tax disclosures primarily related to an entity's rate reconciliation and information pertaining to income taxes paid. These enhancements have been made to address requests from investors related to transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for our annual financial statements beginning January 1, 2024. ASU 2023-09 only impacts disclosures, and as a result, will not have a material impact on our financial position or results of operations.

  1. EARNINGS PER SHARE

The following table presents the calculation of our basic and diluted earnings per share:

For the Year Ended December 31,
202320222021
(in thousands, except shares and per share data)
Calculation of Basic Earnings Per Share:
Net Income$87,212$89,796$83,466
Weighted average shares outstanding (1)18,370,75817,722,22717,558,078
Basic Earnings Per Share$4.75$5.07$4.75
Calculation of Diluted Earnings Per Share:
Reconciliation of Denominator:
Weighted average shares outstanding — Basic (1)18,370,75817,722,22717,558,078
Effect of dilutive securities — Share-based compensation64,09982,06774,951
Adjusted denominator — Diluted (1)18,434,85717,804,29417,633,029
Diluted Earnings Per Share$4.73$5.04$4.73

(1) 2023 weighted average shares reflect the impact of 4.4 million common shares issued in November 2023 in connection with the acquisition of FCG. See Notes 4 and 15 for additional details on the acquisition and related equity offering.

  1. ACQUISITIONS

Acquisition of Florida City Gas

On November 30, 2023, we completed the acquisition of FCG for $923.4 million in cash, including working capital adjustments as defined in the agreement, pursuant to the previously disclosed stock purchase agreement with Florida Power & Light Company. Upon completion of the acquisition, FCG became a wholly-owned subsidiary of the Company and is included within our Regulated Energy segment.

Chesapeake Utilities Corporation 2023 Form 10-K Page 70

FCG, a regulated utility, serves approximately 120,000 residential and commercial natural gas customers across eight counties in Florida, including Miami-Dade, Broward, Brevard, Palm Beach, Hendry, Martin, St. Lucie and Indian River. Its natural gas system includes approximately 3,800 miles of distribution main and 80 miles of transmission pipe.

The purchase price of the acquisition was funded with $366.4 million of net proceeds from the issuance of 4.4 million shares of our common stock, the issuance of approximately $550.0 million principal amount of uncollateralized senior notes, and borrowings under the Company's Revolver. See Note 12, Long-Term Debt, and Note 15, Stockholders' Equity, for additional details on these financing activities.

We accounted for the acquisition of FCG using the acquisition method. At December 31, 2023, the allocation of the purchase price remains preliminary pending finalizing of certain working capital balances. As such, the fair value measurements presented below are subject to change within the measurement period not to exceed one year from the date of the acquisition. As FCG is a regulated utility, the measurement of the fair value of most of the assets acquired and liabilities assumed were determined using the predecessor’s carrying value. In certain other instances where assets and liabilities are not subject to regulation, we determined the fair value in accordance with the principles of ASC Topic 820, Fair Value Measurements.

The excess of the purchase price for FCG over the fair value of the assets acquired and liabilities assumed has been reflected as goodwill within the Regulated Energy segment. Goodwill resulting from the acquisition is largely attributable to expansion opportunities provided within our existing regulated operations in Florida, including planned customer growth and growth in rate base through continued investment in our utility infrastructure, as well as natural gas transmission infrastructure supporting the distribution operations. The goodwill recognized in connection with the acquisition of FCG will be deductible for income tax purposes.

The components of the preliminary purchase price allocation are as follows:

(in thousands)
Assets acquired:Acquisition Date Fair Value
Cash$2,270
Accounts receivable, net14,396
Regulatory assets - current2,983
Other current assets2,707
Property, plant and equipment453,845
Goodwill461,193
Regulatory assets - non-current3,381
Other deferred charges and other assets,18,309
Total assets acquired959,084
Liabilities assumed:
Current liabilities(20,954)
Regulatory liabilities(14,137)
Other deferred credits and other liabilities(548)
Total liabilities assumed(35,639)
Net purchase price$923,445

Direct transaction costs of $10.4 million associated with the FCG acquisition are reflected in “FCG transaction-related expenses” on our consolidated statement of income for the year ended December 31, 2023. In addition, interest charges include $4.1 million related to fees and expenses associated with the Bridge Facility, which was terminated without any funds drawn, for the year ended December 31, 2023. Other transaction costs of $15.9 million related primarily to the debt and equity financings executed in connection with the acquisition have been deferred on the consolidated balance sheet or recorded in equity as an offset to proceeds received, as appropriate.

For the period from the acquisition date through December 31, 2023, the Company’s consolidated results include $12.1 million of operating revenue and a $3.3 million net loss attributable to FCG which includes $7.5 million of the transaction-related expenses described above. For additional information on FCG's results, see discussion under Item 7, Management's Discussion

Chesapeake Utilities Corporation 2023 Form 10-K Page 71 and Analysis of Financial Condition and Results of Operations. The following unaudited financial information reflects our pro forma operating revenues and net income assuming the FCG acquisition had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been achieved or the future results of operations of FCG.

For the Year Ended December 31,
20232022
(in thousands)
Operating Revenue$786,473$798,355
Net Income$85,398$81,508

Acquisition of J.T. Lee and Son's

In December 2023, Sharp acquired the propane operating assets of J.T. Lee and Son's in Cape Fear, North Carolina for $3.9 million. In connection with this acquisition, we recorded a $0.3 million liability which is subject to the seller's adherence to various provisions contained in the purchase agreement through the first anniversary of the transaction closing. Through this acquisition, we expanded our operating footprint further in North Carolina, where customers are served by Sharp Energy’s Diversified Energy division. Sharp added approximately 3,000 customers and distribution of approximately 800,000 gallons of propane annually. The transaction also includes a bulk plant with 60,000 gallons of propane storage, enabling the Company to realize efficiencies with additional storage capacity and overlapping delivery territories.

In connection with this acquisition, we recorded $2.7 million in property plant and equipment, $0.9 million in goodwill, $0.2 million in working capital, and less than $0.1 million in intangible assets associated primarily with non-compete agreements, all of which are deductible for income tax purposes. The amounts recorded in conjunction with the acquisition are preliminary, and subject to adjustment based on contractual provisions and finalization prior to the first anniversary of the transaction closing. The financial results associated with this acquisition are included within our propane distribution operations within our Unregulated Energy segment. The operating revenues and net income of this acquisition were not material to our consolidated results for the year ended December 31, 2023.

Acquisition of Planet Found Energy Development

In October 2022, we acquired Planet Found Energy Development, LLC ("Planet Found") for $9.5 million. In connection with this acquisition, we recorded a $0.9 million liability which was released after the first anniversary of the transaction closing. We accounted for this acquisition as a business combination within our Unregulated Energy segment beginning in the fourth quarter of 2022. Planet Found's farm scale anaerobic digestion pilot system and technology produces biogas from 1200 tons of poultry litter annually. The transaction accelerated our efforts in converting poultry waste to renewable, sustainable energy while simultaneously improving the local environments in our service territories.

In connection with this acquisition, we recorded $4.4 million in intangible assets associated primarily with intellectual property and non-compete agreements, $4.0 million in property plant and equipment, $1.1 million in goodwill, and less than $0.1 million in working capital, all of which are deductible for income tax purposes. The operating revenues and net income of Planet Found were not material to our consolidated results for the years ended December 31, 2023 and 2022.

Acquisition of Davenport Energy

In June 2022, Sharp acquired the propane operating assets of Davenport Energy's Siler City, North Carolina propane division for approximately $2.0 million. Through this acquisition, the Company expanded its operating footprint further into North Carolina, where customers are served by Sharp Energy’s Diversified Energy division. Sharp added approximately 850 customers, and expected distribution of approximately 0.4 million gallons of propane annually. We recorded $1.5 million in property plant and equipment, $0.5 million in goodwill, and immaterial amounts associated with customer relationships and non-compete agreements, all of which are deductible for income tax purposes. The financial results associated with this acquisition are included within the Company's propane distribution operations within its Unregulated Energy segment. The operating revenues and net income of Davenport Energy were not material to our consolidated results for the years ended December 31, 2023 and 2022.

  1. REVENUER ECOGNITION

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

Chesapeake Utilities Corporation 2023 Form 10-K Page 72 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 following table displays revenue by major source based on product and service typefor the years ended December 31, 2023, 2022 and 2021:

(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Energy distribution
Delaware natural gas division$83,882$—$—$83,882
Florida Natural Gas distribution (1)168,360——168,360
Florida City Gas (2)12,073——12,073
FPU electric distribution99,474——99,474
Maryland natural gas division28,092——28,092
Sandpiper natural gas/propane operations20,185——20,185
Elkton Gas8,814——8,814
Total energy distribution420,880——420,880
Energy transmission
Aspire Energy—37,139—37,139
Aspire Energy Express1,478——1,478
Eastern Shore79,923——79,923
Peninsula Pipeline30,400——30,400
Total energy transmission111,80137,139—148,940
Energy generation
Eight Flags—19,207—19,207
Propane operations
Propane distribution operations—154,748—154,748
Compressed Natural Gas Services
Marlin Gas Services—12,300—12,300
Other and eliminations
Eliminations(59,086)(246)(26,321)(85,653)
Other——182182
Total other and eliminations(59,086)(246)(26,139)(85,471)
Total operating revenues (3)$473,595$223,148$(26,139)$670,604

(1) In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution businesses in Florida (FPU, FPU-Indiantown division, FPU-Fort Meade division and Chesapeake Utilities' CFG division) have been consolidated and amounts above are now being presented on a consolidated basis consistent with the final rate order.

(2) Operating revenues for FCG include amounts from the acquisition date through December 31, 2023. For additional information on FCG's results, see Note 4, Acquisitions, and discussion under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

(3)Total operating revenues for the year ended December 31, 2023, include other revenue (revenues from sources other than contracts with customers) of $1.2 million and $0.4 million for our Regulated and Unregulated Energy segments, respectively. The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for Maryland division and Sandpiper and late fees.

Chesapeake Utilities Corporation 2023 Form 10-K Page 73

(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Energy distribution
Delaware natural gas division$82,176$—$—$82,176
Florida Natural Gas distribution (1)155,870——155,870
FPU electric distribution81,714——81,714
Maryland natural gas division26,607——26,607
Sandpiper natural gas/propane operations21,278——21,278
Elkton Gas9,198——9,198
Total energy distribution376,843——376,843
Energy transmission
Aspire Energy—56,225—56,225
Aspire Energy Express1,377——1,377
Eastern Shore78,624——78,624
Peninsula Pipeline27,263——27,263
Total energy transmission107,26456,225—163,489
Energy generation
Eight Flags—25,318—25,318
Propane operations
Propane distribution operations—188,412—188,412
Compressed Natural Gas Services
Marlin Gas Services—11,159—11,159
Other and eliminations
Eliminations(54,683)(364)(29,778)(84,825)
Other——308308
Total other and eliminations(54,683)(364)(29,470)(84,517)
Total operating revenues (2)$429,424$280,750$(29,470)$680,704

(1) In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution businesses in Florida (FPU, FPU-Indiantown division, FPU-Fort Meade division and Chesapeake Utilities' CFG division) have been consolidated and amounts above are now being presented on a consolidated basis consistent with the final rate order.

(2)Total operating revenues for the year ended December 31, 2022, include other revenue (revenues from sources other than contracts with customers) of $0.5 million and $0.4 million for our Regulated and Unregulated Energy segments, respectively. The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for Maryland division and Sandpiper and late fees.

Chesapeake Utilities Corporation 2023 Form 10-K Page 74

(in thousands)Regulated EnergyUnregulated EnergyOther and EliminationsTotal
Energy distribution
Delaware natural gas division$71,195$—$—$71,195
Florida Natural Gas distribution (1)134,609——134,609
FPU electric distribution78,300——78,300
Maryland natural gas division22,449——22,449
Sandpiper natural gas/propane operations20,746——20,746
Elkton Gas7,105——7,105
Total energy distribution334,404——334,404
Energy transmission
Aspire Energy—38,163—38,163
Aspire Energy Express187——187
Eastern Shore76,911——76,911
Peninsula Pipeline26,630——26,630
Total energy transmission103,72838,163—141,891
Energy generation
Eight Flags—18,652—18,652
Propane operations
Propane distribution operations—142,082—142,082
Compressed Natural Gas Services
Marlin Gas Services—8,315—8,315
Other and eliminations
Eliminations(54,212)(343)(21,348)(75,903)
Other——527527
Total other and eliminations(54,212)(343)(20,821)(75,376)
Total operating revenues (2)$383,920$206,869$(20,821)$569,968

(1) In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution businesses in Florida (FPU, FPU-Indiantown division, FPU-Fort Meade division and Chesapeake Utilities' CFG division) have been consolidated and amounts above are now being presented on a consolidated basis consistent with the final rate order.

(2)Total operating revenues for the year ended December 31, 2021, include other revenue (revenues from sources other than contracts with customers) of $0.2 million and $0.4 million for our Regulated and Unregulated Energy segments, respectively. The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for Maryland division and Sandpiper and late fees.

The businesses within our Regulated Energy segment are regulated utilities whose operations and customer contracts are subject to rates approved by the respective state PSC or the FERC.

Our energy distribution operations deliver natural gas or electricity to customers, and we bill the customers for both the delivery of natural gas or electricity and the related commodity, where applicable. In most jurisdictions, our customers are also required to purchase the commodity from us, although certain customers in some jurisdictions may purchase the commodity from a third-party retailer (in which case we provide delivery service only). We consider the delivery of natural gas or electricity and/or the related commodity sale as one performance obligation because the commodity and its delivery are highly interrelated with two-way dependency on one another. Our performance obligation is satisfied over time as natural gas or electricity is delivered and consumed by the customer. We recognize revenues based on monthly meter readings, which are based on the quantity of natural gas or electricity used and the approved rates. We accrue unbilled revenues for natural gas and electricity that have been delivered, but not yet billed, at the end of an accounting period, to the extent that billing and delivery do not coincide.

Chesapeake Utilities Corporation 2023 Form 10-K Page 75

Revenues for Eastern Shore are based on rates approved by the FERC. The FERC has also authorized Eastern Shore to negotiate rates above or below the FERC-approved maximum rates, which customers can elect as an alternative to the FERC-approved maximum rates. Eastern Shore's services can be firm or interruptible. Firm services are offered on a guaranteed basis and are available at all times unless prevented by force majeure or other permitted curtailments. Interruptible customers receive service only when there is available capacity or supply. Our performance obligation is satisfied over time as we deliver natural gas to the customers' locations. We recognize revenues based on capacity used or reserved and the fixed monthly charge.

Peninsula Pipeline is engaged in natural gas intrastate transmission to third-party customers and certain affiliates in the State of Florida. Our performance obligation is satisfied over time as the natural gas is transported to customers. We recognize revenue based on rates approved by the Florida PSC and the capacity used or reserved. We accrue unbilled revenues for transportation services provided and not yet billed at the end of an accounting period.

Aspire Energy Express is engaged in natural gas intrastate transmission in the State of Ohio. We currently serve the Guernsey power plant and our performance obligation is satisfied over time as the natural gas is transported to the plant. We recognize revenue based on rates approved by the Ohio PSC and the capacity used or reserved. We accrue unbilled revenues for transportation services provided and not yet billed at the end of an accounting period.

Revenues generated from the Unregulated Energy segment are not subject to any federal, state, or local pricing regulations. Aspire Energy primarily sources gas from hundreds of conventional producers and performs gathering and processing functions to maintain the quality and reliability of its gas for its wholesale customers. Aspire Energy's performance obligation is satisfied over time as natural gas is delivered to its customers. Aspire Energy recognizes revenue based on the deliveries of natural gas at contractually agreed upon rates (which are based upon an established monthly index price and a monthly operating fee, as applicable). For natural gas customers, we accrue unbilled revenues for natural gas that has been delivered, but not yet billed, at the end of an accounting period, to the extent that billing and delivery do not coincide with the end of the accounting period.

Eight Flags' CHP plant, which is located on land leased from a customer, produces three sources of energy: electricity, steam and heated water. This customer purchases the steam (unfired and fired) and heated water, which are used in the customer’s production facility. Our electric distribution operation purchases the electricity generated by the CHP plant for distribution to its customers. Eight Flags' performance obligation is satisfied over time as deliveries of heated water, steam and electricity occur. Eight Flags recognizes revenues over time based on the amount of heated water, steam and electricity generated and delivered to its customers.

For our propane distribution operations, we recognize revenue based upon customer type and service offered. Generally, for propane bulk delivery customers (customers without meters) and wholesale sales, our performance obligation is satisfied when we deliver propane to the customers' locations (point-in-time basis). We recognize revenue from these customers based on the number of gallons delivered and the price per gallon at the point-in-time of delivery. For our propane distribution customers with meters, we satisfy our performance obligation over time. We recognize revenue over time based on the amount of propane consumed and the applicable price per unit. For propane distribution metered customers, we accrue unbilled revenues for propane that is estimated to have been consumed, but not yet billed, at the end of an accounting period, to the extent that billing and delivery do not coincide with the end of the accounting period.

Marlin Gas Services provides mobile CNG and pipeline solutions primarily to utilities and pipelines. Marlin Gas Services provides temporary hold services, pipeline integrity services, emergency services for damaged pipelines and specialized gas services for customers who have unique requirements. Marlin Gas Services' performance obligations are comprised of the compression of natural gas, mobilization of CNG equipment, utilization of equipment and on-site CNG support. Our performance obligations for the compression of natural gas, utilization of mobile CNG equipment and for the on-site CNG staff support are satisfied over time when the natural gas is compressed, equipment is utilized or as our staff provide support services to our customers. Our performance obligation for the mobilization of CNG equipment is satisfied at a point-in-time when the equipment is delivered to the customer project location. We recognize revenue for CNG services at the end of each calendar month for services provided during the month based on agreed upon rates for equipment utilized, costs incurred for natural gas compression, miles driven, mobilization and demobilization fees.

Chesapeake Utilities Corporation 2023 Form 10-K Page 76

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 consolidated balance sheets. The balances of our trade receivables, contract assets, and contract liabilities as of December 31, 2023 and 2022 were as follows:

Trade ReceivablesContract Assets (Current)Contract Assets (Noncurrent)Contract Liabilities (Current)
(in thousands)
Balance at 12/31/2022$61,687$18$4,321$983
Balance at 12/31/202367,741183,5241,022
Increase (decrease)$6,054$—$(797)$39

Our trade receivables are included in trade and other receivables in the consolidated balance sheets. Our non-current contract assets are included in receivables and other deferred charges in the consolidated balance sheet and 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 consolidated balance sheets and relate to non-refundable prepaid fixed fees for our propane distribution operation's retail offerings. Our performance obligation is satisfied over the term of the respective retail offering plan on a ratable basis. For the years ended December 31, 2023 and 2022, the amounts recognized in revenue were not material.

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 December 31, 2023 are expected to be recognized as follows:

(in thousands)202420252026202720282029 and thereafter
Eastern Shore and Peninsula Pipeline$36,657$30,330$26,547$23,433$22,559$149,124
Natural gas distribution operations9,6809,2168,5016,4725,25228,428
FPU electric distribution652275275275275—
Total revenue contracts with remaining performance obligations$46,989$39,821$35,323$30,180$28,086$177,552
  1. SEGMENT INFORMATION

We use the management approach to identify operating segments. We organize our business around differences in regulatory environment and/or products or services, and the operating results of each segment are regularly reviewed by the chief decision maker (our Chief Executive Officer, or "CEO") in order to make decisions about resources and to assess performance.

Our operations are entirely domestic and are comprised of two 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 distribution operations, mobile compressed natural gas distribution and pipeline solutions operations, and sustainable energy investments including renewable natural gas. 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.

Chesapeake Utilities Corporation 2023 Form 10-K Page 77

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 tables present information about our reportable segments:

For the Year Ended December 31,
202320222021
(in thousands)
Operating Revenues, Unaffiliated Customers
Regulated Energy$471,591$422,894$381,879
Unregulated Energy199,013257,810188,089
Total operating revenues, unaffiliated customers$670,604$680,704$569,968
Intersegment Revenues (1)
Regulated Energy$2,004$6,530$2,041
Unregulated Energy24,13522,94018,780
Other businesses182308527
Total intersegment revenues$26,321$29,778$21,348
Operating Income
Regulated Energy$126,199$115,317$106,174
Unregulated Energy24,42627,35024,427
Other businesses and eliminations178266511
Operating Income150,803142,933131,112
Other income, net1,4385,0511,720
Interest charges36,95124,35620,135
Income before Income Taxes115,290123,628112,697
Income Taxes28,07833,83229,231
Net Income$87,212$89,796$83,466
Depreciation and Amortization
Regulated Energy (2)$48,162$52,707$48,748
Unregulated Energy17,34716,25713,869
Other businesses and eliminations(8)944
Total depreciation and amortization$65,501$68,973$62,661
Capital Expenditures
Regulated Energy (3)$1,095,871$97,554$139,733
Unregulated Energy40,26440,77381,651
Other businesses1,7622,3556,425
Total capital expenditures$1,137,897$140,682$227,809

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

(2) Depreciation and amortization in 2023 includes a $5.1 million RSAM adjustment. See Note 18 for additional details.

(3) Capital expenditures in 2023 include our acquisition of FCG for $923.4 million. See Note 4 for additional details.

As of December 31,
(in thousands)20232022
Identifiable Assets
Regulated Energy segment$2,781,581$1,716,255
Unregulated Energy segment477,402463,239
Other businesses and eliminations45,72135,543
Total identifiable assets$3,304,704$2,215,037

Chesapeake Utilities Corporation 2023 Form 10-K Page 78

  1. SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid for interest and income taxes during the years ended December 31, 2023, 2022 and 2021 were as follows:

For the Year Ended December 31,
202320222021
(in thousands)
Cash paid for interest$30,525$24,267$20,809
Cash (received) paid for income taxes, net of refunds$21,920$(4,963)$8,395

Non-cash investing and financing activities during the years ended December 31, 2023, 2022, and 2021 were as follows:

For the Year Ended December 31,
202320222021
(in thousands)
Capital property and equipment acquired on account, but not paid for as of December 31,$33,334$13,211$16,164
Common stock issued for the Retirement Savings Plan$—$—$1,712
Common stock issued under the SICP$3,740$2,868$2,834
  1. 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. 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 into interest rate swap agreements to mitigate risk associated with changes in short-term borrowing rates. As of December 31, 2023 and 2022, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

Volume of Derivative Activity

As of December 31, 2023, the volume of our open commodity derivative contracts were as follows:

Business unitCommodityContract TypeQuantity hedged (in millions)DesignationLongest expiration date of hedge
SharpPropane (gallons)Purchases18.1Cash flow hedgesJune 2026
SharpPropane (gallons)Sales3.2Cash flow hedgesMarch 2024

Sharp entered into futures and swap agreements to mitigate the risk of fluctuations in wholesale propane index prices associated with the propane volumes expected to be purchased and/or sold during the heating season. Under the futures and swap agreements, Sharp will receive or pay the difference between (i) the index prices (Mont Belvieu prices in December 2023 through June 2026) and (ii) the per gallon propane contracted prices, to the extent the index prices deviate from the contracted prices. We designated and accounted for the propane swaps as cash flows hedges. The change in the fair value of the swap agreements is initially recorded as a component of accumulated other comprehensive income (loss) and later recognized in our consolidated statement of income in the same period and in the same line item as the hedged transaction. We expect to reclassify approximately $0.3 million of unrealized losses from accumulated other comprehensive income (loss) to earnings during the next 12-month period.

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 September 2022, we entered into an interest rate swap with a notional amount of $50.0 million through September 2025, with pricing of 3.98 percent.

Chesapeake Utilities Corporation 2023 Form 10-K Page 79

In February 2021, we entered into an interest rate swap with a notional amount of $40.0 million through December 2021 with pricing of 0.17 percent. In the fourth quarter of 2020, we entered into interest rate swaps with notional amounts totaling $60.0 million through December 2021 with pricing of approximately 0.20 percent for the period associated with our outstanding borrowing under the Revolver.

In August 2022, we amended and restated the Revolver and transitioned the benchmark interest rate to the 30-day SOFR as a result of the expiration of LIBOR. Accordingly, our current interest rate swap is cash settled monthly as the counter-party pays us the 30-day SOFR rate less the fixed rate. Prior to August 2022, our short-term borrowing interest rate was based on the 30-day LIBOR rate. Our pre-2022 interest rate swaps were cash settled monthly as the counter-party paid us the 30-day LIBOR rate less the fixed rate.

We designate and account for interest rate swaps as cash flows hedges. Accordingly, unrealized gains and losses associated with the interest rate swaps are initially recorded as a component of accumulated other comprehensive income (loss). As the interest rate swap settles each month, the realized gain or loss is recorded in the income statement and is recognized as a component of interest charges.

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 included within other current assets on the consolidated balance sheet with a balance of $2.1 million as of December 31, 2023 compared to a current liability of $0.1 million at December 31, 2022.

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. Fair values of the derivative contracts recorded in the consolidated balance sheets as of December 31, 2023 and 2022 are as follows:

Derivative Assets
Fair Value as of
(in thousands)Balance Sheet LocationDecember 31, 2023December 31, 2022
Derivatives designated as cash flow hedges
Propane swap agreementsDerivative assets, at fair value (1)$702$3,317
Interest rate swap agreementsDerivative assets, at fair value (1)365452
Total Derivative Assets$1,067$3,769

(1) Derivative assets, at fair value include $1.0 million and $2.8 million in current assets in the consolidated balance sheet at December 31, 2023 and 2022, respectively, with the remainder of the balance classified as long-term.

Derivative Liabilities
Fair Value as of
(in thousands)Balance Sheet LocationDecember 31, 2023December 31, 2022
Derivatives designated as cash flow hedges
Propane swap agreementsDerivative liabilities, at fair value (1)$1,078$1,810
Interest rate swap agreementsDerivative liabilities, at fair value (1)203405
Total Derivative Liabilities$1,281$2,215

(1) Derivative liabilities, at fair value include $0.4 million and $0.6 million in current liabilities in the consolidated balance sheet at December 31, 2023 and 2022, respectively, with the remainder of the balance classified as long-term.

Chesapeake Utilities Corporation 2023 Form 10-K Page 80

The effects of gains and losses from derivative instruments and their location in the consolidated statements of income are as follows:

Amount of Gain (Loss) on Derivatives:
Location of Gain(Loss) on Derivatives · For the Year Ended December 31,
(in thousands) · 2023 · 2022 · 2021
Derivatives not designated as hedging instruments
Propane swap agreementsPropane and natural gas costs$—$56$(1)
Derivatives designated as fair value hedges
Put/Call optionPropane and natural gas costs——(24)
Derivatives designated as cash flow hedges
Propane swap agreementsRevenues1,221(373)(536)
Propane swap agreementsPropane and natural gas costs(1,160)3,8817,187
Interest rate swap agreementsInterest expense523(47)(40)
Total$584$3,517$6,586
  1. 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 as follows:

Fair Value HierarchyDescription of Fair Value LevelFair Value Technique Utilized
Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilitiesInvestments - equity securities - The fair values of these trading securities are recorded at fair value based on unadjusted quoted prices in active markets for identical securities.Investments - mutual funds and other - The fair values of these investments, comprised of money market and mutual funds, are recorded at fair value based on quoted net asset values of the shares.
Level 2Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilityDerivative 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 3Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity)Investments - guaranteed income fund - The fair values of these investments are recorded at the contract value, which approximates their fair value.

Chesapeake Utilities Corporation 2023 Form 10-K Page 81

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 December 31, 2023 and 2022, respectively:

Fair Value Measurements Using:
As of December 31, 2023Fair ValueQuoted Prices inActive Markets(Level 1)Significant OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(in thousands)
Assets:
Investments—equity securities$21$21$—$—
Investments—guaranteed income fund1,489——1,489
Investments—mutual funds and other10,77210,772——
Total investments12,28210,793—1,489
Derivative assets1,067—1,067—
Total assets$13,349$10,793$1,067$1,489
Liabilities:
Derivative liabilities$1,281$—$1,281$—
Fair Value Measurements Using:
As of December 31, 2022Fair ValueQuoted Prices in Active Markets (Level 1)Significant OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(in thousands)
Assets:
Investments—equity securities$24$24$—$—
Investments—guaranteed income fund1,853——1,853
Investments—mutual funds and other8,6998,699——
Total investments10,5768,723—1,853
Derivative assets3,769—3,769—
Total assets$14,345$8,723$3,769$1,853
Liabilities:
Derivative liabilities$2,215$—$2,215$—

The changes in the fair value of our Level 3 investments for the years ended December 31, 2023 and 2022 were immaterial. Investment income from our Level 3 investments is reflected in other income (expense), net in the consolidated statements of income.

At December 31, 2023 and 2022, 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, 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 (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 2 measurement).

Chesapeake Utilities Corporation 2023 Form 10-K Page 82

At December 31, 2023, long-term debt, which includes the current maturities but excludes debt issuance cost, had a carrying value of $1.2 billion, compared to the estimated fair value of $1.2 billion. At December 31, 2022, long-term debt, which includes the current maturities and excludes debt issuance costs, had a carrying value of $600.8 million, compared to a fair value of $505.0 million. The fair value was calculated using a discounted cash flow methodology that incorporates a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, and with adjustments for duration, optionality, and risk profile. The valuation technique used to estimate the fair value of long-term debt would be considered a Level 2 measurement.

See Note 16, Employee Benefit Plans, for fair value measurement information related to our pension plan assets.

  1. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying value of goodwill as of December 31, 2023 and 2022 was as follows:

(in thousands)Regulated EnergyUnregulated EnergyTotal Goodwill
Balance at December 31, 2022$7,689$38,524$46,213
Additions (1)461,025936461,961
Balance at December 31, 2023$468,714$39,460$508,174

(1)2023 additions primarily attributable to goodwill from the November 2023 acquisition of FCG. See Note 4 for additional details.

There were no goodwill impairments recognized during the three-year period ended December 31, 2023.

The carrying value and accumulated amortization of intangible assets subject to amortization as of December 31, 2023 and 2022 was as follows:

As of December 31,
20232022
(in thousands)GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortization
Customer relationships$17,004$7,146$16,965$6,131
Non-Compete agreements3,1251,8553,1051,411
Patents (1)6,5588595,819533
Other270232270225
Total$26,957$10,092$26,159$8,300

(1)Includes amounts related to patented technology developed by Marlin Gas Services and the acquisition of Planet Found.

The customer relationships, non-compete agreements, patents and other intangible assets acquired in the purchases of the operating assets of several companies are being amortized over a weighted averageof 14 years. Amortization expense of intangible assets for the year ended December 31, 2023, 2022 and 2021 was $1.8 million, $1.5 million and $1.3 million, respectively. Amortization expense of intangible assets is expected to be $1.8 million for the years 2024 through 2025, $1.6 million for 2026, $1.5 million for 2027 and $1.3 million for 2028.

  1. INCOME TAXES

We file a consolidated federal income tax return. Income tax expense allocated to our subsidiaries is based upon their respective taxable incomes and tax credits. State income tax returns are filed on a separate company basis in most states where we have operations and/or are required to file. Our state returns for tax years after 2017 are subject to examination. At December 31, 2023, the 2015 through 2019 federal income tax returns are no longer under examination.

For state income tax purposes, we had NOL in various states of $72.9 million and $67.7 million as of December 31, 2023 and 2022, respectively, almost all of which will expire in 2040. Excluding NOLs from discontinued operations, we have recorded deferred tax assets of $1.8 million and $1.5 million related to state NOL carry-forwards at December 31, 2023 and 2022, respectively. We have not recorded a valuation allowance to reduce the future benefit of the tax NOL because we believe they will be fully utilized.

Tax Law Changes

Chesapeake Utilities Corporation 2023 Form 10-K Page 83

In March 2020, the CARES Act was signed into law and included several significant changes to the Internal Revenue Code. The CARES Act includes certain tax relief provisions including the ability to carryback five years net operating losses arising in a tax year beginning in 2018, 2019, or 2020. This provision allows a taxpayer to recover taxes previously paid at a 35 percent federal income tax rate during tax years prior to 2018. In addition, the CARES Act removed the taxable income limitation to allow a tax NOL to fully offset taxable income for tax years beginning before January 1, 2021. As a result, our income tax expense for the year ended December 31, 2021 included a tax benefit $0.9 million, attributable to the tax NOL carryback provided under the CARES Act for losses generated in 2018 and 2019 and then applied back to our 2013 and 2015 tax years in which we paid federal income taxes at a 35 percent tax rate. Tax benefits associated with this legislation were not available for the year ended December 31, 2023.

On December 22, 2017, the TCJA was signed into law. Substantially all of the provisions of the TCJA were effective for taxable years beginning on or after January 1, 2018. The provisions that significantly impacted us include the reduction of the corporate federal income tax rate from 35 percent to 21 percent. Our federal income tax expense for periods beginning on January 1, 2018 are based on the new federal corporate income tax rate. The TCJA included changes to the Internal Revenue Code, which materially impacted our 2017 financial statements. ASC 740, Income Taxes, requires recognition of the effects of changes in tax laws in the period in which the law is enacted. ASC 740 requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. During 2018, we completed the assessment of the impact of accounting for certain effects of the TCJA. At the date of enactment in 2017, we re-measured deferred income taxes based upon the new corporate tax rate. See Note 18, Rates and Other Regulatory Activities, for further discussion of the TCJA's impact on our regulated businesses.

The following tables provide: (a) the components of income tax expense in 2023, 2022, and 2021; (b) the reconciliation between the statutory federal income tax rate and the effective income tax rate for 2023, 2022, and 2021; and (c) the components of accumulated deferred income tax assets and liabilities at December 31, 2023 and 2022.

For the Year Ended December 31,
202320222021
(in thousands)
Current Income Tax Expense
Federal$14,736$8,284$2,775
State5,4961,948(96)
Other(47)(47)(47)
Total current income tax expense (benefit)20,18510,1852,632
Deferred Income Tax Expense (1)
Property, plant and equipment17,79714,96824,074
Deferred gas costs(7,739)8,9231,857
Pensions and other employee benefits(974)1,109(655)
FPU merger-related premium cost and deferred gain(351)(351)(351)
Net operating loss carryforwards(370)297
Other(470)(1,004)1,577
Total deferred income tax expense7,89323,64726,599
Total Income Tax$28,078$33,832$29,231

(1)Includes less than $0.1 million, $7.8 million, and $8.2 million of deferred state income taxes for the years 2023, 2022 and 2021, respectively.

Chesapeake Utilities Corporation 2023 Form 10-K Page 84

For the Year Ended December 31,
202320222021
(in thousands)
Reconciliation of Effective Income Tax Rates
Federal income tax expense (1)$24,214$25,982$23,666
State income taxes, net of federal benefit4,3777,7146,371
ESOP dividend deduction(184)(177)(180)
CARES Act Tax Benefit——(919)
Other(329)313293
Total Income Tax Expense$28,078$33,832$29,231
Effective Income Tax Rate24.35%27.34%25.94%

(1) Federal income taxes were calculated at 21 percent for 2023, 2022, and 2021.

As of December 31,
20232022
(in thousands)
Deferred Income Taxes
Deferred income tax liabilities:
Property, plant and equipment$252,125$238,687
Acquisition adjustment5,5645,915
Loss on reacquired debt145164
Deferred gas costs3,55011,288
Natural gas conversion costs4,8245,026
Storm reserve liability5,7975,791
Other9,6558,236
Total deferred income tax liabilities$281,660$275,107
Deferred income tax assets:
Pension and other employee benefits$4,993$3,985
Environmental costs9511,052
Net operating loss carryforwards1,8471,488
Storm reserve liability213453
Accrued expenses3,3359,007
Other11,2392,955
Total deferred income tax assets$22,578$18,940
Deferred Income Taxes Per Consolidated Balance Sheets$259,082$256,167

Chesapeake Utilities Corporation 2023 Form 10-K Page 85

  1. LONG-TERM DEBT

Our outstanding long-term debt is shown below:

As of December 31,
(in thousands)20232022
Uncollateralized Senior Notes:
5.93% notes, due October 31, 2023$—$3,000
5.68% notes, due June 30, 20268,70011,600
6.43% notes, due May 2, 20283,5004,200
3.73% notes, due December 16, 202810,00012,000
3.88% notes, due May 15, 202930,00035,000
3.25% notes, due April 30, 203259,50066,500
3.48% notes, due May 31, 203850,00050,000
3.58% notes, due November 30, 203850,00050,000
3.98% notes, due August 20, 2039100,000100,000
2.98% notes, due December 20, 203470,00070,000
3.00% notes, due July 15, 203550,00050,000
2.96% notes, due August 15, 203540,00040,000
2.49% notes, due January 25, 203750,00050,000
2.95% notes, due March 15, 204250,00050,000
5.43% notes, due March 14, 203880,000—
6.39% notes, due December 2026100,000—
6.44% notes, due December 2027100,000—
6.45% notes, due December 2028100,000—
6.62% notes, due December 2030100,000—
6.71% notes, due December 2033100,000—
6.73% notes, due December 203850,000—
Equipment security note
2.46% note, due September 24, 20317,6338,517
Less: debt issuance costs(3,753)(946)
Total long-term debt1,205,580599,871
Less: current maturities(18,505)(21,483)
Total long-term debt, net of current maturities$1,187,075$578,388

Terms of the Senior Notes

All of our outstanding Senior 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.

Senior Notes

On November 20, 2023, we issued Senior Notes in the aggregate principal amount of $550.0 million at an average interest rate of 6.54 percent that were used to partially finance our acquisition of FCG which closed during the fourth quarter of 2023. These notes have varying maturity dates of between three and 15 years, and the outstanding principal balance of the notes will be due on their respective maturity dates with interest payments payable semiannually until the principal has been paid in full. These Senior Notes have similar covenants and default provisions as our other Senior Notes.

Chesapeake Utilities Corporation 2023 Form 10-K Page 86

On March 14, 2023 we issued 5.43 percent Senior Notes due March 14, 2038 in the aggregate principal amount of $80.0 million and used the proceeds received from the issuances of the Senior Notes to reduce short-term borrowings under our Revolver and to fund capital expenditures. These Senior Notes have similar covenants and default provisions as our other Senior Notes, and have an annual principal amortization payment beginning in the sixth year after the issuance.

Annual Maturities

Annual maturities and principal repayments of long-term debt are as follows:

Year20242025202620272028ThereafterTotal
(in thousands)
Payments$18,505$25,528$134,551$131,674$136,699$762,376$1,209,333

Shelf Agreements

We have entered into Shelf Agreements with Prudential and MetLife, whom are under no obligation to purchase any unsecured debt. In February 2023, we amended these Shelf Agreements, which expanded the total borrowing capacity and extended the term of the agreements for an additional three years to 2026. The following table summarizes the current available capacity under our Shelf Agreements at December 31, 2023:

(in thousands)Total Borrowing CapacityLess Amount of Debt IssuedLess Unfunded CommitmentsRemaining Borrowing Capacity
Shelf Agreements (1)
Prudential Shelf Agreement$405,000$(300,000)$—$105,000
MetLife Shelf Agreement200,000(50,000)—150,000
Total$605,000$(350,000)$—$255,000
  1. SHORT-TERM BORROWINGS

We are authorized by our Board of Directors to borrow up to $375.0 million of short-term debt, as required. At December 31, 2023 and 2022, we had $179.9 million and $202.2 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 5.83 percent and 5.04 percent, respectively. There were no borrowings outstanding under the sustainable investment sublimit of the 364-day tranche at December 31, 2023.

We have entered into several amendments to our Revolver which resulted in modifications to both tranches of the facility. The most recent amendment in October 2023 allowed for a change in our funded indebtedness ratio from 65 percent to 70 percent during the quarter in which the acquisition of FCG is consummated and the quarter subsequent to the closing of the acquisition. The amendment in August 2023 served to renew the 364-day tranche of the Revolver, providing for $175.0 million of short-term debt capacity. Additionally, the amendment for borrowings under the 364-day tranche shall now bear interest (i) based upon the SOFR, plus a 10-basis point credit spread adjustment, and an applicable margin of 1.05 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate, solely at our discretion. Further, the amendment provided that borrowings under the 364-day green loan sublimit shall now bear interest at (i) the SOFR rate plus a 10-basis point credit spread adjustment and an applicable margin of 1.00 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate plus 0.05 percent or less, solely at our discretion. The amendment entered into in 2022 served to reset the benchmark interest rate to SOFR and to eliminate a previous covenant which capped our investment limit to $150.0 million for investments where we maintain less than 50 percent ownership.

The 364-day tranche of the Revolver expires in August 2024 and the five-year tranche expires in August 2026. Borrowings under both tranches of the Revolver are subject to a pricing grid, including the commitment fee and the interest rate charged based upon our total indebtedness to total capitalization ratio for the prior quarter. As of December 31, 2023, the pricing under the 364-day tranche of the Revolver included a commitment fee of 9-basis points on undrawn amounts and an interest rate of 75-basis points over SOFR plus a 10-basis point SOFR adjustment on outstanding balances. As of December 31, 2023, the pricing under the five-year tranche of the Revolver included a commitment fee of 9-basis points on undrawn amounts and an interest rate of 95-basis points over SOFR plus a 10-basis point SOFR adjustment on outstanding balances.

Chesapeake Utilities Corporation 2023 Form 10-K Page 87

The availability of funds under the Revolver is subject to conditions specified in the credit agreement, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in the Revolver's loan documents. We are required by the financial covenants in the Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio as described above. As of December 31, 2023, we are in compliance with this covenant.

Our total available credit under the Revolver at December 31, 2023 was $188.1 million. As of December 31, 2023, we had issued $7.0 million in letters of credit to various counterparties under the 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 the Revolver.

In connection with our acquisition of FCG, we entered into a 364-day Bridge Facility commitment with Barclays Bank PLC and other lending parties for up to $965.0 million. Upon closing of the FCG acquisition in November 2023, and with the completion of other financing activities as defined in the lending agreement, this facility was terminated with no funds drawn to finance the transaction. For additional information regarding the acquisition and related financing, see Note 4, Acquisitions, Note 12, Long-Term Debtand Note 15, Stockholders Equity.

For additional information on interest rate swaps related to our short-term borrowings, see Note 8, Derivative Instruments.

  1. 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 our employees in several locations throughout our service territories. 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. 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 material additional annual lease costs. Most of our leases include options to renew, with renewal terms that can extend the lease term from one to 25 years or more. The exercise of lease renewal options is at our sole discretion. The amounts disclosed in our consolidated balance sheet at December 31, 2023, 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 that would preclude our ability to pay dividends, obtain financing or enter into additional leases. As of December 31, 2023, 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 consolidated statements of income:

Year Ended
December 31,
(in thousands)Classification20232022
Operating lease cost (1)Operations expense$3,040$2,883

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

The following table presents the balance and classifications of our right of use assets and lease liabilities included in our consolidated balance sheets at December 31, 2023 and 2022:

Chesapeake Utilities Corporation 2023 Form 10-K Page 88

(in thousands)Balance sheet classificationDecember 31, 2023December 31, 2022
Assets
Operating lease assetsOperating lease right-of-use assets$12,426$14,421
Liabilities
Current
Operating lease liabilitiesOther accrued liabilities$2,454$2,552
Noncurrent
Operating lease liabilitiesOperating lease - liabilities10,55012,392
Total lease liabilities$13,004$14,944

The following table presents our weighted-average remaining lease term and weighted-average discount rate for our operating leases at December 31, 2023 and 2022:

December 31, 2023December 31, 2022
Weighted-average remaining lease term (in years)
Operating leases8.18.5
Weighted-average discount rate
Operating leases3.5%3.4%

The following table presents additional information related to cash paid for amounts included in the measurement of lease liabilities included in our consolidated statements of cash flows at December 31, 2023 and 2022:

Year Ended December 31,
(in thousands)20232022
Operating cash flows from operating leases$2,906$2,931

The following table presents the future undiscounted maturities of our operating and financing leases at December 31, 2023 and for each of the next five years and thereafter:

(in thousands)Operating Leases (1)
2024$2,771
20252,288
20261,774
20271,583
20281,205
Thereafter5,243
Total lease payments14,864
Less: Interest(1,860)
Present value of lease liabilities$13,004

(1) Operating lease payments include $2.1 million related to options to extend lease terms that are reasonably certain of being exercised.

Chesapeake Utilities Corporation 2023 Form 10-K Page 89

  1. STOCKHOLDERS'EQUITY

Common Stock Issuances

In November 2023, in connection with our acquisition of FCG, we completed an overnight offering resulting in the issuance of 4.4 million shares of our common stock at a price per share of $82.72 (net of underwriter discounts and commissions). We received net proceeds of $366.4 million which were used to partially finance the acquisition.

We maintain an effective shelf registration statement with the SEC for the issuance of shares under our DRIP and our previous ATM programs. 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. There were no issuances under the DRIP in 2023. In 2022, we issued less than 0.1 million shares at an average price per share of $136.26 and received net proceeds of $4.5 million under the DRIP. Our most recent ATM equity program, which allowed us to issue and sell shares of our common stock up to an aggregate offering price of $75 million, expired in June 2023.

Net proceeds from share issuances under our DRIP and ATM programs are used 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 Income (Loss)

Defined benefit pension and postretirement plan items, unrealized gains (losses) of our propane swap agreements designated as commodity contract 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 income (loss). The following tables present the changes in the balances of accumulated other comprehensive income (loss) components for the years ended December 31, 2023 and 2022. All amounts in the following tables are presented net of tax.

Defined Benefit Pension and Postretirement Plan ItemsCommodity Contract Cash Flow HedgesInterest Rate Swap Cash Flow HedgesTotal
(in thousands)
As of December 31, 2021$(3,268)$4,571$—$1,303
Other comprehensive income (loss) before reclassifications705(934)—(229)
Amounts reclassified from accumulated other comprehensive income (loss)57(2,545)35(2,453)
Net current-period other comprehensive income (loss)762(3,479)35(2,682)
As of December 31, 2022(2,506)1,09235(1,379)
Other comprehensive income (loss) before reclassifications(110)(1,322)473(959)
Amounts reclassified from accumulated other comprehensive income (loss)32(44)(388)(400)
Net current-period other comprehensive income (loss)(78)(1,366)85(1,359)
As of December 31, 2023$(2,584)$(274)$120$(2,738)

Deferred gains or losses for our commodity contract and interest rate swap cash flow hedges are recognized in earnings upon settlement and are included in the effects of gains and losses from derivative instruments. See Note 8, Derivative Instruments, for additional details. Amortization of the net loss related to the defined benefit pension plan and postretirement plans is included in the computation of net periodic costs (benefits). See Note 16, Employee Benefit Plans, for additional details.

  1. EMPLOYEE BENEFIT PLANS

We measure the assets and obligations of the defined benefit pension plans and other postretirement benefits plans to determine the plans’ funded status as of the end of the year. The changes in funded status that occurred during the year that are not recognized as part of net periodic benefit costs are recorded as a component of other comprehensive income (loss) or a regulatory asset.

Chesapeake Utilities Corporation 2023 Form 10-K Page 90

Defined Benefit Pension Plans

At December 31, 2023 we sponsored two defined benefit pension plans: the FPU Pension Plan and the Chesapeake Supplemental Executive Retirement Plan ("SERP").

The FPU Pension Plan, a qualified plan, covers eligible FPU non-union employees hired before January 1, 2005 and union employees hired before the respective union contract expiration dates in 2005 and 2006. Prior to the FPU merger, the FPU Pension Plan was frozen with respect to additional years of service and compensation, effective December 31, 2009.

The Chesapeake SERP, a nonqualified plan, is comprised oftwo sub-plans. The first sub-plan was frozen with respect to additional years of service and additional compensation as of December 31, 2004. The second sub-plan provides fixed payments for several executives who joined the Company as a result of an acquisition and whose agreements with the Company provided for this benefit.

The unfunded liability for all plans at both December 31, 2023 and 2022, is included in the other pension and benefit costs liability in our consolidated balance sheets.

The following schedules set forth the funded status at December 31, 2023 and 2022 and the net periodic cost (benefit) for the years ended December 31, 2023, 2022 and 2021 for the FPU Pension Plan and the Chesapeake SERP:

FPUPension PlanChesapeakeSERP
At December 31,2023202220232022
(in thousands)
Change in benefit obligation:
Benefit obligation — beginning of year$49,941$67,030$1,659$2,096
Interest cost2,4951,7818150
Actuarial (gain) loss454(15,713)48(335)
Benefits paid(3,233)(3,157)(152)(152)
Benefit obligation — end of year49,65749,9411,6361,659
Change in plan assets:
Fair value of plan assets — beginning of year46,20358,712——
Actual return on plan assets6,462(9,552)——
Employer contributions—200152152
Benefits paid(3,233)(3,157)(152)(152)
Fair value of plan assets — end of year49,43246,203——
Accrued pension cost / funded status$(225)$(3,738)$(1,636)$(1,659)
Assumptions:
Discount rate5.00%5.25%4.88%5.00%
Expected return on plan assets6.00%6.00%—%—%
FPUPension PlanChesapeakeSERP
For the Years Ended December 31,202320222021202320222021
(in thousands)
Components of net periodic pension cost:
Interest cost$2,495$1,781$1,714$81$50$48
Expected return on assets(2,670)(3,430)(3,306)———
Amortization of actuarial loss40746661282828
Total periodic cost$232$(1,183)$(980)$89$78$76
Assumptions:
Discount rate5.25%2.75%2.50%5.00%2.50%2.25%
Expected return on plan assets6.00%6.00%6.00%—%—%—%

Chesapeake Utilities Corporation 2023 Form 10-K Page 91

During the fourth quarter of 2021, we formally terminated the Chesapeake Pension Plan. Total periodic cost for the plan during that year was $2.0 million attributable to a settlement charge.

Our funding policy provides that payments to the trust of each qualified plan shall be equal to at least the minimum funding requirements of the Employee Retirement Income Security Act of 1974. The following schedule summarizes the assets of the FPU Pension Plan, by investment type, at December 31, 2023, 2022 and 2021:

FPU Pension Plan
At December 31,202320222021
Asset Category
Equity securities50%53%52%
Debt securities49%38%38%
Other1%9%10%
Total100%100%100%

The investment policy of the FPU Pension Plan is designed to provide the capital assets necessary to meet the financial obligations of the plan. The investment goals and objectives are to achieve investment returns that, together with contributions, will provide funds adequate to pay promised benefits to present and future beneficiaries of the plan, earn a competitive return to increasingly fund a large portion of the plan’s retirement liabilities, minimize pension expense and cumulative contributions resulting from liability measurement and asset performance, and maintain the appropriate mix of investments to reduce the risk of large losses over the expected remaining life of the plan.

The following allocation range of asset classes is intended to produce a rate of return sufficient to meet the FPU Pension Plan’s goals and objectives:

Asset Allocation Strategy
Asset ClassMinimum Allocation PercentageMaximum Allocation Percentage
Domestic Equities (Large Cap, Mid Cap and Small Cap)33%57%
Fixed Income (Inflation Bond and Taxable Fixed)38%58%
Foreign Equities (Developed and Emerging Markets)3%7%
Cash0%5%

Due to periodic contributions and different asset classes producing varying returns, the actual asset values may temporarily move outside of the intended ranges. The investments are monitored on a quarterly basis, at a minimum, for asset allocation and performance. At December 31, 2023 and 2022, the assets of the FPU Pension Plan were comprised of the following investments:

Chesapeake Utilities Corporation 2023 Form 10-K Page 92

Fair Value Measurement Hierarchy
For Year Ended December 31,
Asset Category20232022
(in thousands)
Mutual Funds - Equity securities
U.S. Large Cap (1)$15,360$3,413
U.S. Mid Cap (1)4,2711,425
U.S. Small Cap (1)2,518692
International (2)2,4999,352
Alternative Strategies (3)—4,824
24,64819,706
Mutual Funds - Debt securities
Fixed income (4)24,22815,343
High Yield (4)—2,269
24,22817,612
Mutual Funds - Other
Commodities (5)—1,832
Real Estate (6)—1,709
Guaranteed deposit (7)556398
5563,939
Total Pension Plan Assets in fair value hierarchy (8)49,43241,257
Investments measured at net asset value (9)—4,946
Total Pension Plan Assets$49,432$46,203

(1)Includes funds that invest primarily in United States common stocks.

(2) Includes funds that invest primarily in foreign equities and emerging markets equities.

(3) Includes funds that actively invest in both equity and debt securities, funds that sell short securities and funds that provide long-term capital appreciation. The funds may invest in debt securities below investment grade.

(4) Includes funds that invest in investment grade and fixed income securities.

(5) Includes funds that invest primarily in commodity-linked derivative instruments and fixed income securities.

(6) Includes funds that invest primarily in real estate.

(7) Includes investment in a group annuity product issued by an insurance company.

(8)All investments in the FPU Pension Plan are classified as Level 1 within the Fair Value hierarchy exclusive of the Guaranteed Deposit Account which is classified as Level 3.

(9) Certain investments that were measured at net asset value per share have not been classified in the fair value hierarchy. These amounts are presented to reconcile to total pension plan assets.

At December 31, 2023 and 2022, our pension plan investments were classified under the same fair value measurement hierarchy (Level 1 through Level 3) described under Note 9, Fair Value of Financial Instruments. The Level 3 investments were recorded at fair value based on the contract value of annuity products underlying guaranteed deposit accounts, which was calculated using discounted cash flow models. The contract value of these products represented deposits made to the contract, plus earnings at guaranteed crediting rates, less withdrawals and fees. Certain investments that were measured at net asset value per share have not been classified in the fair value hierarchy and are presented in the table above to reconcile to total pension plan assets.

The changes in the fair value within our pension assets for Level 3 investments for the years ended December 31, 2023 and 2022 were immaterial.

Other Postretirement Benefits Plans

We sponsortwo defined benefit postretirement health plans: the Chesapeake Utilities Postretirement Plan ("Chesapeake Postretirement Plan") and the FPU Medical Plan. At December 31, 2023 and 2022, the funded status of the Chesapeake Postretirement Plan was $1.1 million and $0.6 million, respectively. The funded status of the FPU Medical Plan was $0.4 million and $0.7 million as of December 31, 2023 and 2022, respectively.

Chesapeake Utilities Corporation 2023 Form 10-K Page 93

Net periodic postretirement benefit costs for the Chesapeake Postretirement Plan and the FPU Medical Plan were not material for the years ended December 31, 2023, 2022, and 2021.

As of December 31, 2023, there was $12.8 million not yet reflected in net periodic postretirement benefit costs and included in accumulated other comprehensive income (loss) or as a regulatory asset. Net losses of $10.8 million and $1.2 million attributable to the FPU Pension Plan and Chesapeake Postretirement Plan, respectively, comprised most of this amount with $3.2 million recorded in accumulated other comprehensive income (loss) and $8.7 million recorded as a regulatory asset at December 31, 2023.

Pursuant to a Florida PSC order, FPU continues to record as a regulatory asset the portion of the unrecognized pension and postretirement benefit costs after the merger with Chesapeake Utilities related to its regulated operations.

Assumptions

The assumptions used for the discount rate to calculate the benefit obligations were based on the interest rates of high-quality bonds in 2023, considering the expected lives of each of the plans. In determining the average expected return on plan assets for the FPU Pension Plan, various factors, such as historical long-term return experience, investment policy and current and expected allocation, were considered. Since the FPU Pension Plan is frozen with respect to additional years of service and compensation, the rate of assumed compensation increases is not applicable.

The health care inflation rate for 2023 used to calculate the benefit obligation is 5 percent for medical and 6 percent for prescription drugs for the Chesapeake Postretirement Plan; and 5 percent for both medical and prescription drugs for the FPU Medical Plan.

Estimated Future Benefit Payments

In 2024, we do not expect to contribute to the FPU Pension Plan, and total payments of $0.2 million are expected for the Chesapeake SERP, Chesapeake Postretirement Plan and FPU Medical Plan combined.

The schedule below shows the estimated future benefit payments for each of the plans previously described:

FPU PensionPlan(1) · ChesapeakeSERP(2) · ChesapeakePostretirementPlan(2) · FPUMedicalPlan(2)
(in thousands)
2024$3,528$151$42$35
2025$3,603$164$46$35
2026$3,617$161$45$34
2027$3,616$158$48$33
2028$3,651$154$49$32
Years 2029 through 2033$17,951$689$299$143

(1) The pension plan is funded; therefore, benefit payments are expected to be paid out of the plan assets.

(2) Benefit payments are expected to be paid out of our general funds.

Retirement Savings Plan

We sponsor a 401(k) Retirement Savings Plan which is offered to all eligible employees who have completed three months of service. We match 100 percent of eligible participants’ pre-tax contributions to the Retirement Savings Plan up to a maximum ofsix percent of eligible compensation. The employer matching contribution is made in cash and is invested based on a participant’s investment directions. In addition, we may make a discretionary supplemental contribution to participants in the plan, without regard to whether or not they make pre-tax contributions. Any supplemental employer contribution is generally made in our common stock. With respect to the employer match and supplemental employer contribution, employees are 100 percent vested aftertwo years of service or upon reaching 55 years of age while still employed by us. New employees who do not make an election to contribute and do not opt out of the Retirement Savings Plan will be automatically enrolled at a deferral rate ofthree percent, and the automatic deferral rate will increase byone percent per year up to a maximum often percent. All contributions and matched funds can be invested among the mutual funds available for investment.

Chesapeake Utilities Corporation 2023 Form 10-K Page 94

Employer contributions to our Retirement Savings Plan totaled $6.6 million, $6.2 million, and $5.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there were 798,586 shares of our common stock reserved to fund future contributions to the Retirement Savings Plan.

Non-Qualified Deferred Compensation Plan

Members of our Board of Directors and officers of the Company are eligible to participate in the Non-Qualified Deferred Compensation Plan. Directors can elect to defer any portion of their cash or stock compensation and officers can defer up to 80 percent of their base compensation, cash bonuses or any amount of their stock bonuses (net of required withholdings). Officers may receive a matching contribution on their cash compensation deferrals up tosix percent of their compensation, provided it does not duplicate a match they receive in the Retirement Savings Plan. Stock bonuses are not eligible for matching contributions. Participants are able to elect the payment of deferred compensation to begin on a specified future date or upon separation from service. Additionally, participants can elect to receive payments upon the earlier or later of a fixed date or separation from service. The payments can be made in one lump sum or annual installments for up to 15 years.

All obligations arising under the Non-Qualified Deferred Compensation Plan are payable from our general assets, although we have established a Rabbi Trust to informally fund the plan. Deferrals of cash compensation may be invested by the participants in various mutual funds (the same options that are available in the Retirement Savings Plan). The participants are credited with gains or losses on those investments. Deferred stock compensation may not be diversified. The participants are credited with dividends on their deferred common stock units in the same amount that is received by all other stockholders. Such dividends are reinvested into additional deferred common stock units. Assets held in the Rabbi Trust, recorded as Investments on the consolidated balance sheet, had a fair value of $12.3 million and $10.6 million at December 31, 2023 and 2022, respectively. The assets of the Rabbi Trust are at all times subject to the claims of our general creditors.

Deferrals of officer base compensation and cash bonuses and directors’ cash retainers are paid in cash. All deferrals of executive performance shares and directors' stock retainers are made in the form of deferred common stock units and are paid out in shares of our common stock, on a one-for-one basis, except that cash is paid in lieu of fractional shares. The value of our stock held in the Rabbi Trust is classified within the stockholders’ equity section of the consolidated balance sheets and has been accounted for in a manner similar to treasury stock. The amounts recorded under the Non-Qualified Deferred Compensation Plan totaled $9.1 million and $7.1 million at December 31, 2023 and 2022, respectively, which are also shown as a deduction against stockholders' equity in the consolidated balance sheet.

  1. SHARE-BASED COMPENSATION PLANS

Our key employees and non-employee directors have been 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. We have 561,115 shares of common stock reserved for issuance under the SICP.

The table below presents the amounts included in net income related to share-based compensation expense for the awards granted under the SICP for the years ended December 31, 2023, 2022 and 2021:

For the Year Ended December 31,
202320222021
(in thousands)
Awards to key employees$6,716$5,479$5,163
Awards to non-employee directors906959782
Total compensation expense7,6226,4385,945
Less: tax benefit(1,947)(1,663)(1,535)
Share-based compensation amounts included in net income$5,675$4,775$4,410

Officers and Key Employees

Our Compensation Committee is authorized to grant our key employees the right to receive awards of shares of our common stock, contingent upon the achievement of established performance goals and subject to SEC transfer restrictions once awarded. Our President and CEO has the right to issue awards of shares of our common stock, to other officers and key employees of the Company, contingent upon various performance goals and subject to SEC transfer restrictions.

Chesapeake Utilities Corporation 2023 Form 10-K Page 95

We currently have several outstanding multi-year performance plans, which are based upon the successful achievement of long-term goals, growth and financial results and comprise both market-based and performance-based conditions and targets. The fair value per share, tied to a performance-based condition or target, is equal to the market price per share on the grant date. For the market-based conditions, we used a Monte Carlo valuation to estimate the fair value of each share granted.

The table below presents the summary of the stock activity for awards to all officers:

Number ofSharesWeighted AverageFair Value
Outstanding — December 31, 2021197,398$94.15
Granted69,620117.61
Vested(60,191)90.60
Expired(2,678)91.42
Outstanding — December 31, 2022204,149103.17
Granted80,820126.06
Vested(68,302)91.59
Expired(2,053)94.64
Forfeited(1,490)113.44
Outstanding — December 31, 2023213,124$117.74

During the year ended December 31, 2023, we granted awards of 80,820 shares of common stock to officers and key employees under the SICP, including awards granted in February 2023 and to key employees appointed to officer positions. The shares granted are multi-year awards that will vest no later than the three-year service period ending December 31, 2025.

The aggregate intrinsic value of the SICP awards granted was $22.5 million, $24.1 million, and $28.8 million at December 31, 2023, 2022 and 2021, respectively. At December 31, 2023, there was $6.6 million of unrecognized compensation cost related to these awards, which is expected to be recognized through 2025.

In March 2023, 2022 and 2021, upon the election by 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 vested and were paid in March 2023, 2022 and 2021 for the performance periods ended December 31, 2022, 2021, and 2020. We paid the balance of such awarded shares to each such executive officer and remitted the cash equivalent of the withheld shares to the appropriate taxing authorities. The below table presents the number of shares withheld and amounts remitted:

For the Year Ended December 31,
202320222021
(amounts in thousands, except shares)
Shares withheld to satisfy tax obligations19,85921,83214,020
Amounts remitted to tax authorities to satisfy obligations$2,455$2,838$1,478

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 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 or less.

Our directors receive an annual retainer of shares of common stock under the SICP for services rendered through the subsequent Annual Meeting of Shareholders. Accordingly, our directors that served on the Board as of May 2023 and 2022 each received 765 and 652 shares of common stock, respectively, with a weighted average fair value of $124.12 and $130.36 per share, respectively.

At December 31, 2023, there was $0.3 million of unrecognized compensation expense related to shares granted to non-employee directors. This expense will be recognized over the remaining service period ending in May 2024.

Chesapeake Utilities Corporation 2023 Form 10-K Page 96

  1. 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 subsidiaries, are subject to regulation (excluding cost of service) by the Florida PSC and Public Utilities Commission of Ohio, respectively.

Refer to the additional details below pertaining to the Customer Information System Regulatory Asset Petition and COVID-19 impact.

Delaware

The October 2, 2023, application for the issuance of common stock and long-term debt was unanimously approved on October 25, 2023, by the Delaware PSC.

In September 2023, the Delaware Division submitted the Energy Efficiency Rider application for natural gas with the Delaware PSC after obtaining an affirmative recommendation from the Delaware Energy Efficiency Advisory Council (“EEAC”). The application is the first in the state and applies to a portfolio of four programs including, Home Energy Counseling, Home Performance with Energy Star, Assisted Home Performance with Energy Star, and standard Offer Program in which customers can participate and allow for recovery. The evidentiary hearing on this matter is set for April 2024. If approved as filed, rates will be effective May 1, 2024.

Maryland

On October 2, 2023, Chesapeake filed a notification of the financing plans associated with the FCG acquisition with the Maryland PSC. The filing was successfully noted during the November 1, 2023, Maryland PSC administrative meeting.

Maryland Natural Gas Rate Case: In January 2024, our natural gas distribution businesses in Maryland, CUC-Maryland Division, Sandpiper Energy, Inc., and Elkton Gas Company (collectively, “Maryland natural gas distribution businesses”) filed a joint application for a natural gas rate case with the Maryland PSC. In connection with the application, we are seeking approval of the following: (i) permanent rate relief of approximately $6.9 million; (ii) authorization to make certain changes to tariffs to include a unified rate structure and to consolidate the Maryland natural gas distribution businesses under the new corporate entity which we anticipate will be called Chesapeake Utilities of Maryland, Inc.; and (iii) authorization to establish a rider for recovery of the costs associated with our new technology systems. The outcome of the application is subject to review and approval by the Maryland PSC.

Maryland Natural Gas Depreciation Study: In January 2024, our Maryland natural gas distribution businesses filed a joint petition for approval of their proposed unified depreciation rates with the Maryland PSC. If approved, new rates will become effective retroactively on January 1, 2023.

Ocean City Maryland Reinforcement: During the second quarter of 2022, we began construction of an extension of service into North Ocean City, Maryland. Our Delaware natural gas division and Sandpiper installed approximately 5.4 miles of pipeline across southern Sussex County, Delaware to Fenwick Island, Delaware and Worcester County, Maryland. The project reinforces our existing system in Ocean City, Maryland and enables incremental growth along the pipeline. Construction of this project was completed in the second quarter of 2023. The Company filed a natural gas rate case application with the PSC for the state of Maryland in January 2024 as discussed above.

Florida

Wildlight Expansion: In August 2022, Peninsula Pipeline and FPU filed a joint petition with the Florida PSC for approval of its Transportation Service Agreement associated with the Wildlight planned community located in Nassau County, Florida. The project enables us to meet the significant growing demand for service in Yulee, Florida. The agreement will enable us to construct the project during the build-out of the community, and charge the reservation rate as each phase of the project goes into service. Construction of the pipeline facilities will occur in two separate phases. Phase one consists of three extensions with associated facilities, and a gas injection interconnect with associated facilities. Phase two will consist of two additional pipeline extensions. The various phases of the project commenced in the first quarter of 2023, with construction on the overall project continuing through 2025. The petition was approved by the Florida PSC in November 2022.

Florida Natural Gas Rate Case: In May 2022, our legacy natural gas distribution businesses in Florida filed a consolidated natural gas rate case with the Florida PSC. The application included a request for the following: (i) permanent rate relief of approximately $24.1 million, effective January 1, 2023, (ii) a depreciation study also submitted with the filing; (iii) authorization to make certain changes to tariffs to include the consolidation of rates and rate structure across the businesses and to unify the Florida Natural Gas distribution businesses under FPU; (iv) authorization to retain the acquisition adjustment

Chesapeake Utilities Corporation 2023 Form 10-K Page 97 recorded at the time of the FPU merger in our revenue requirement; and (v) authorization to establish an environmental remediation surcharge for the purposes of addressing future expected remediation costs for FPU MGP sites. In August 2022, interim rates were approved by the Florida PSC in the amount of approximately $7.7 million on an annualized basis, effective for all meter readings in September 2022. The discovery process and subsequent hearings were concluded during the fourth quarter of 2022 and briefs were submitted during the same quarter of 2022. In January 2023, the Florida PSC approved the application for consolidation and permanent rate relief of approximately $17.2 million on an annual basis. Actual rates in connection with the rate relief were approved by the Florida PSC in February 2023 with an effective date of March 1, 2023.

FCG Natural Gas Rate Case: In May 2022, FCG filed a general base rate increase with the Florida PSC based on a projected 2023 test year. In June 2023, the Florida PSC issued an order approving a single total base revenue increase of $23.3 million (which included an incremental increase of $14.1 million, a previously approved increase of $3.8 million for a liquefied natural gas facility, and $5.3 million to transfer the SAFE investments from a rider clause to base rates), with new rates becoming effective as of May 1, 2023. The Commission also approved FCG's proposed RSAM with a $25.0 million reserve amount, continuation and expansion of the capital SAFE program, implementation of an automated metering infrastructure pilot, and continuation of the storm damage reserve with a target reserve of $0.8 million. On June 23, 2023, the Florida OPC filed a motion for reconsideration of the PSC’s approval of RSAM, which was denied on September 12, 2023. On July 7, 2023, the Florida OPC filed a notice of appeal with the Florida Supreme Court, which is pending. The Florida OPC filed their initial brief on January 31, 2024.

The RSAM is recorded as either an increase or decrease to accrued removal costs which is reflected on the Company’s balance sheets and a corresponding increase or decrease to depreciation and amortization expense. In order to earn the targeted regulatory ROE in each reporting period subject to the conditions of the effective rate agreement, RSAM is calculated using a trailing thirteen-month average of rate base and capital structure in conjunction with the trailing twelve months regulatory base net operating income, which primarily includes the base portion of rates and other revenues, net of operations and maintenance expenses, depreciation and amortization, interest and tax expenses. In general, the net impact of these income statement line items is adjusted, in part, by RSAM or its reversal to earn the targeted regulatory ROE. For the year ended December 31, 2023, the Company recorded decreases to asset removal costs and depreciation expense of $5.1 million as a result of the RSAM adjustment.

Beachside Pipeline Extension: In June 2021, Peninsula Pipeline and FCG entered into a Transportation Service Agreement for an incremental 10,176 Dts/d of firm service in Indian River County, Florida, to support FCG’s growth along the Indian River's barrier island. As part of this agreement, Peninsula Pipeline constructed 11.3 miles of pipeline from its existing pipeline in the Sebastian, Florida area, traveling east under the Intercoastal Waterway and southward on the barrier island. The project was placed in-service during April 2023.

St. Cloud / Twin Lakes Expansion: In July 2022, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreement with FPU for an additional 2,400 Dt/d of firm service in the St. Cloud, Florida area. As part of this agreement, Peninsula Pipeline constructed a pipeline extension and regulator station for FPU. The extension supports new incremental load due to growth in the area, including providing service, most immediately, to the residential development, Twin Lakes. The expansion also improves reliability and provides operational benefits to FPU's existing distribution system in the area, supporting future growth. The petition was approved by the Florida PSC in October 2022, and the expansion was placed into service during the third quarter of 2023.

Storm Protection Plan: In 2020, the Florida PSC implemented the Storm Protection Plan ("SPP") and Storm Protection Plan Cost Recovery Clause ("SPPCRC") rules, which require electric utilities to petition the Florida PSC for approval of a Transmission and Distribution Storm Protection Plan that covers the utility’s immediate 10-year planning period with updates to the plan at least every 3 years. The SPPCRC rules allow the utility to file for recovery of associated costs for the SPP. Our Florida electric distribution operations' SPP was filed during the first quarter of 2022 and approved in the fourth quarter of 2022, with modifications, by the Florida PSC. Rates associated with this initiative were effective in January 2023. The Company filed 2024 SPPCRC projections on May 1, 2023. A hearing was held on September 12, 2023. The Commission voted to approve the projections on November 9, 2023. FPU projects to spend $13.6 million on the program in 2024.

Lake Wales Pipeline Acquisition: In February 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreement with FPU for an additional 9,000 Dt/d of firm service in the Lake Wales, Florida area. The Commission approved the petition in April 2023. Approval of the agreement allowed Peninsula Pipeline to complete the acquisition of the existing pipeline in May 2023 which is being utilized to serve both current and new natural gas customers.

GUARD: In February 2023, FPU filed a petition with the Florida PSC for approval of the GUARD program. GUARD is a ten-year program to enhance the safety, reliability, and accessibility of portions of our natural gas distribution system. We identified various categories of projects to be included in GUARD, which include the relocation of mains and service lines located in rear easements and other difficult to access areas to the front of the street, the replacement of problematic distribution mains, service

Chesapeake Utilities Corporation 2023 Form 10-K Page 98 lines, and maintenance and repair equipment and system reliability projects. In August 2023, the Florida PSC approved the GUARD program, which included $205.0 million of capital expenditures projected to be spent over a 10-year period.

Newberry Expansion: In April 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreement with FPU for an additional 8,000 Dt/d of firm service in the Newberry, Florida area. The petition was approved by the Florida PSC in the third quarter of 2023. Peninsula Pipeline will construct a pipeline extension, which will be used by FPU to support the development of a natural gas distribution system to provide gas service to the City of Newberry. A filing to address the acquisition and conversion of propane community gas systems in Newberry was made in November 2023, and the Florida PSC is scheduled to vote on this in March 2024. The Company anticipates beginning the conversions of the community gas systems in the second quarter of 2024.

Amendment to Escambia County Agreement: In April of 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of an amendment to an existing contract with FPU. This amendment will allow Peninsula Pipeline to construct an additional delivery point on a pipeline located in Escambia County. The additional delivery point comes at the request of an FPU customer and will be used to enhance natural gas service in the area. The amendment was approved by the Florida PSC in the third quarter of 2023.

Florida Electric Depreciation Study: The Florida PSC requires electric utilities to file a depreciation study every four years to reevaluate and set depreciation rates for the utility's plant assets. In June 2023, FPU filed a petition with the Florida PSC for approval of its proposed depreciation rates, which was approved in December 2023.

East Coast Reinforcement Projects: In December 2023, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreements with FPU for projects that will support additional supply to communities on the East Coast of Florida. The projects are driven by the need for increased supply to coastal portions of the state that have experienced an increase in population growth. Peninsula Pipeline will construct several pipeline extensions which will support FPU’s distribution system in the areas of Boynton Beach and New Smyrna Beach with an additional 15,000 Dts/day and 3,400 Dts/day, respectively.

Eastern Shore

Southern Expansion Project: In January 2022, Eastern Shore submitted a prior notice filing with the FERC pursuant to blanket certificate procedures, regarding its proposal to install an additional compressor unit and related facilities at Eastern Shore's compressor station in Bridgeville, Sussex County, Delaware. The project enables Eastern Shore to provide additional firm natural gas transportation service to an existing shipper on its pipeline system. The project obtained FERC approval in December 2022 and went into service in October 2023.

Capital Cost Surcharge: In December 2022, Eastern Shore submitted a filing with the FERC regarding a capital cost surcharge to recover capital costs associated with the replacement of existing Eastern Shore facilities as a result of mandated highway relocation projects as well as compliance with the PHMSA regulation. The capital cost surcharge mechanism was approved in Eastern Shore’s last rate case. In conjunction with the filing of this surcharge, a cumulative adjustment to the existing surcharge to reflect additional depreciation was included. The FERC issued an order approving the surcharge as filed on December 19, 2022. The combined revised surcharge became effective January 1, 2023.

Worcester Resiliency Upgrade: In August 2023, Eastern Shore filed an application with the FERC requesting authorization to construct the Worcester Resiliency Upgrade, which consists of a mixture of storage and transmission facilities in Sussex County, DE and Wicomico, Worcester, and Somerset Counties in Maryland. The project will provide long-term incremental supply necessary to support the growing demand of the participating shippers. Eastern Shore has requested certificate authorization by December 2024, with a target in-service date by the third quarter of 2025.

Various Jurisdictional Activity Related to the Joint Customer Information System Project

In July 2022, we filed a joint petition for our natural gas divisions in Maryland (Maryland Division, Sandpiper, and Elkton Gas) for the approval to establish a regulatory asset for non-capitalizable expenses related to the initial development and implementation of our new Customer Information System ("CIS") system. The petition was approved by the Maryland PSC in August 2022. A similar petition for our Florida Regulated Energy businesses was filed during the same time frame, however, the Florida PSC approved capitalization of these expenses in lieu of establishment of regulatory assets. Additionally, our Delaware Division has the ability to defer these costs as a regulatory asset. We have completed the system selection process and the CIS implementation began during the first quarter of 2023.

COVID-19 Impact

Chesapeake Utilities Corporation 2023 Form 10-K Page 99

In March 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 significantly impacted economic conditions in the United States in 2020 and continued to impact economic conditions, to a lesser extent, through 2021 and 2022. Chesapeake Utilities is considered an “essential business,” which allowed us to continue operational 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 premium pay for field personnel. The additional operating expenses we incurred support the ongoing delivery of our essential services during the height of the pandemic. In April and May 2020, we were authorized by the Maryland and Delaware PSCs, respectively, to record regulatory assets for COVID-19 related costs which offered us the ability to seek recovery of those costs. In July 2021, the Florida PSC issued an order that approved incremental expenses we incurred due to COVID-19. The order allowed us to establish a regulatory asset in a total amount of $2.1 million as of June 30, 2021 for natural gas and electric distribution operations. The regulatory asset is being amortized over two years and is recovered through the Purchased Gas Adjustment and Swing Service mechanisms for our natural gas distribution businesses and through the Fuel Purchased Power Cost Recovery clause for our electric division. As of December 31, 2023 and 2022, our total COVID-19 regulatory asset balance was $0.2 million and $1.2 million, respectively.

Summary TCJA Table

Customer rates for our regulated business were adjusted, as approved by the regulators, prior to 2020 except for Elkton Gas, which implemented a one-time bill credit in May 2020. The following table summarized the regulatory liabilities related to accumulated deferred taxes ("ADIT") associated with TCJA for our regulated businesses as of December 31, 2023 and 2022:

Amount (in thousands)
Operation and Regulatory JurisdictionDecember 31, 2023December 31, 2022Status
Eastern Shore (FERC)$34,190$34,190Will be addressed in Eastern Shore's next rate case filing.
Chesapeake Delaware natural gas division (Delaware PSC)$12,038$12,230PSC approved amortization of ADIT in January 2019.
Chesapeake Maryland natural gas division (Maryland PSC)$3,585$3,703PSC approved amortization of ADIT in May 2018.
Sandpiper Energy (Maryland PSC)$3,487$3,597PSC approved amortization of ADIT in May 2018.
Florida Natural Gas distribution (Florida PSC) (1)$26,757$27,179PSC issued order authorizing amortization and retention of net ADIT liability by the Company in February 2019.
FPU electric division (Florida PSC)$4,760$4,993In January 2019, PSC issued order approving amortization of ADIT through purchased power cost recovery, storm reserve and rates.
Elkton Gas (Maryland PSC)$1,027$1,059PSC approved amortization of ADIT in March 2018.

(1)In accordance with the Florida PSC approval of our natural gas base rate proceeding, effective March 1, 2023, our natural gas distribution businesses in Florida have been consolidated and amounts above are now being presented on a consolidated basis consistent with the final rate order.

Regulatory Assets and Liabilities

At December 31, 2023 and 2022, our regulated utility operations recorded the following regulatory assets and liabilities included in our consolidated balance sheets, including amounts attributable to FCG. These assets and liabilities will be recognized as revenues and expenses in future periods as they are reflected in customers’ rates.

Chesapeake Utilities Corporation 2023 Form 10-K Page 100

As of December 31,
20232022
(in thousands)
Regulatory Assets
Under-recovered purchased fuel, gas and conservation cost recovery (1) (2)$13,696$43,583
Under-recovered GRIP revenue (3)1,7771,705
Deferred postretirement benefits (4)10,80213,927
Deferred conversion and development costs (1)21,46623,653
Acquisition adjustment (5)31,85725,609
Deferred costs associated with COVID-19 (6)1901,233
Deferred storm costs (7)19,37027,687
Deferred rate case expenses - current1,171—
Other15,57312,256
Total Regulatory Assets$115,902$149,653
Regulatory Liabilities
Self-insurance (8)$521$339
Over-recovered purchased fuel and conservation cost recovery (1)12,3403,827
Over-recovered GRIP revenue (3)501—
Storm reserve (8)1,9002,845
Accrued asset removal cost (9)86,53450,261
Deferred income taxes due to rate change (10)105,05587,690
Interest related to storm recovery (7)5361,207
Other1,6111,851
Total Regulatory Liabilities$208,998$148,020

(1) We are allowed to recover the asset or are required to pay the liability in rates. We do not earn an overall rate of return on these assets.

(2)At December 31, 2022, includes $21.2 million being recovered over a three year period primarily concentrated in our electric division. Per Florida PSC approval, our electric division was allowed to recover these amounts over an extended period of time in an effort to reduce the impact of increased commodity prices to our customers. Recovery of these costs began in January 2023.

(3) The Florida PSC allowed us to recover through a surcharge, capital and other program-related-costs, inclusive of an appropriate return on investment, associated with accelerating the replacement of qualifying distribution mains and services (defined as any material other than coated steel or plastic) in FPU’s natural gas distribution, Fort Meade division and Chesapeake Utilities’ CFG division. We are allowed to recover the asset or are required to pay the liability in rates related to GRIP.

(4) The Florida PSC allowed FPU to treat as a regulatory asset the portion of the unrecognized costs pursuant to ASC Topic 715, Compensation - Retirement Benefits, related to its regulated operations. This balance also includes the portion of pension settlement expense associated with the termination of the Chesapeake Pension Plan pursuant to an order from the FERC and the respective PSCs that allowed us to defer Eastern Shore, Delaware and Maryland Divisions' portion. See Note 16, Employee Benefit Plans, for additional information.

(5)We are allowed to include the premiums paid in various natural gas utility acquisitions in Florida in our rate bases and recover them over a specific time period pursuant to the Florida PSC approvals. We paid $34.2 million of the premium in 2009, including a gross up for income tax, because it is not tax deductible, and $0.7 million of the premium paid by FPU in 2010. For additional information, see Florida Natural Gas Rate Case discussion above.

(6) We deferred as regulatory assets the net incremental expense impact associated with the net expense impact of COVID-19 as authorized by the stated PSCs.

(7) The Florida PSC authorized us to recover regulatory assets (including interest) associated with the recovery of Hurricanes Michael and Dorian storm costs which will be amortized between 6 and 10 years. Recovery of these costs includes a component of an overall return on capital additions and regulatory assets.

(8) We have storm reserves in our Florida regulated energy operations and self-insurance for our regulated energy operations that allow us to collect through rates amounts to be used against general claims, storm restoration costs and other losses as they are incurred.

(9) See Note 2, Summary of Significant Accounting Policies, for additional information on our asset removal cost policies.

(10)We recorded a regulatory liability for our regulated businesses related to the revaluation of accumulated deferred tax assets/liabilities as a result of the TCJA. The liability will be amortized over a period between 5 to 80 years based on the remaining life of the associated property. Based upon the regulatory proceedings, we will pass back the respective portion of the excess accumulated deferred taxes to rate payers. See Note 11, Income Taxes, for additional information.

Chesapeake Utilities Corporation 2023 Form 10-K Page 101

  1. 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, seven 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.

As of December 31, 2023 and 2022, we had approximately $3.6 million and $4.3 million, respectively, in environmental liabilities, related to the former MGP sites. As of December 31, 2023 and 2022, we have cumulative regulatory assets of $0.5 million and $0.8 million, respectively, for future recovery of environmental costs from customers. Specific to FPU's four MGP sites in Key West, Pensacola, Sanford and West Palm Beach, FPU has approval for and has recovered, through a combination of insurance and customer rates, $14.0 million of its environmental costs related to its MGP sites as of December 31, 2023.

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 MGP's 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 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 remedial actions approved by the Florida Department of Environmental Protection have been implemented on the east parcel of our West Palm Beach Florida site. Similar remedial actions have been initiated on the site's west parcel, and construction of active remedial systems are expected to be completed in 2024. Remaining remedial costs for West Palm Beach, including completion of the construction of the system on the West Parcel, five to ten years of operation, maintenance and monitoring, and final site work for closeout of the property, is estimated to be between $1.9 million and $3.2 million.

  1. OTHER COMMITMENTS AND CONTINGENCIES

Natural Gas, Electric and Propane Supply

In March 2023, 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, 2023 and expire in March 2026.

FPU natural gas distribution operations and Eight Flags have separate asset management agreements with Emera Energy Services, Inc. to manage their natural gas transportation capacity. These agreements commenced in November 2020 and expire in October 2030.

Florida Natural Gas has firm transportation service contracts with FGT and 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 priorsix 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 December 31, 2023, FPU was in compliance with all of the requirements of its supply contracts.

Chesapeake Utilities Corporation 2023 Form 10-K Page 102

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.

The total purchase obligations for natural gas, electric and propane supplies are as follows:

Year20242025-20262027-2028Beyond 2028Total
(in thousands)
Purchase Obligations$86,040$105,082$83,851$141,287$416,260

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 December 31, 2023 was $35.0 million. The aggregate amount guaranteed related to our subsidiaries at December 31, 2023 was approximately $24.3 million with the guarantees expiring on various dates through December 2024. In addition, the Board has authorized us to issue specific purpose corporate guarantees. The amount of specific purpose guarantees outstanding at December 31, 2023 was $4.0 million.

As of December 31, 2023, we have issued letters of credit totaling approximately $7.0 million related to the electric transmission services for FPU's electric division, the firm transportation service agreement between TETLP and our Delaware and Maryland divisions, the capacity agreement between NEXUS and Aspire, and our current and previous primary insurance carriers. These letters of credit have various expiration dates through October 2024 and to date, none have been used. We do not anticipate that the counterparties will draw upon these letters of credit, and we expect that they will be renewed to the extent necessary in the future.

Chesapeake Utilities Corporation 2023 Form 10-K Page 103

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