Welcome to the Chesapeake Utilities Third Quarter 2023 Earnings Conference Call. At this time, all participants have been placed in a listen-only mode and the floor will be open for your question following the presentation. [Operator Instructions] .:

Thank you, and good morning, everyone. We appreciate you joining us today for Chesapeake Utilities' third quarter earnings call. As you saw in our press release issued yesterday, the Company delivered solid performance for the third quarter of 2023. Our performance on a year-to-date basis has offset consumption impacts from warmer temperatures in the first half of the year across our service territories. These items are detailed within the financial results that we will cover in just a few minutes. Also, we continue to be very excited about the acquisition of Florida City Gas that we announced in September. We will be providing more details on the status of the transaction later in the call, but it's important to note that current year results have been adjusted to exclude transaction related expenses that were incurred during the third quarter 2023 related to the transaction. A reconciliation between our adjusted results and the comparable GAAP metrics can be found in our earnings release and the appendix of the earnings call presentation. As shown on Slide 2, participating with me on the call today are Jeff Householder, Chairman, President and Chief Executive Officer; and Jim Moriarty, Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer. We also have other members of our management team joining us virtually. Today's presentation can be accessed on our website under the Investors Page in Events and Presentations subsection. After our prepared remarks as we typically do, we will open the call up for questions. Moving to Slide 3, I would like to remind you matters discussed in this conference call may include forward-looking statements that involve risks and uncertainties. Forward-looking statements and projections could differ materially from our actual results. The Safe Harbor for forward-looking statements section of the Company's 2022 Form 10-K provides further information on the factors that could cause such statements to differ from our actual results. Additionally, the Company evaluates its performance based on certain non-GAAP measures including adjusted gross margin, adjusted net income and adjusted earnings per share, and the accompanying information includes the appropriate disclosures in accordance with the SEC's Regulation G. A reconciliation of these non-GAAP measures to the related GAAP measures have been provided in the appendix of this presentation, our earnings release and our quarterly report on Form 10-Q for the third quarter. Now, I'll turn the call over to Jeff to provide some opening remarks, including on the Company's third quarter results, the status of the Florida City gas acquisition, and the key drivers of our performance. Jeff?

Thank you, Beth. Good morning and thank you for joining our call today. As you saw in our earnings press release, we reported adjusted earnings per share of $0.69 and $3.63 on a quarter year-to-date basis, respectively for 2023. As we've noted, warmer weather had a significant impact on our results, particularly throughout the first half of the year, negatively impacting us at approximately $0.41 per share through the month of September. And we also dealt with continued pressure from our rising interest rate environment. However, our team remains focused on executing our growth initiatives, pursuing multiple strategic regulatory filings, identifying cost savings and capturing opportunities to accelerate margin. Our team's efforts more than reversed to reduced earnings reported last quarter. As a result, we have overcome the negative weather impact of almost $10 million and achieved accretive third quarter results versus 2022. Our fundamental growth strategy and strong execution continue to deliver success. Our adjusted gross margin increased by $7.6 million over last year's third quarter. We've also initiated several new investment projects to support the continued strong customer demand for our energy delivery services. In addition, we continue to make significant progress on several regulatory initiatives that will deliver incremental margins and provide a foundation for substantial system investment over the coming years. We also significantly advanced our growth strategy with our agreement to acquire Florida City Gas for $923 million. We're incredibly excited about this transaction and the opportunities for growth investment that we'll provide in the coming years. Turning now to Slide 5, Florida City Gas will substantially expand our presence in Florida, a premier utility jurisdiction and the 2nd fastest growing state in the U.S. With the acquisition, we will immediately more than double our regulated natural gas distribution business in Florida. On a pro…

Thank you, Jeff. Before I discuss our financial results for the quarter and year-to-date, I would just like to add a few opening comments about the Florida City Gas acquisition. As Jeff indicated, we remain extremely excited about the transaction and the expected long-term value creation it affords. We are proceeding on schedule on all fronts and remain positioned to achieve our 2025 guidance as previously indicated even in light of the challenging and volatile financial markets. And now turning to Slide 8, I would like to first begin and thank the collective Chesapeake team. I am proud of the things that we continue to accomplish as an organization and our long standing track record. Working together, we continue to achieve new milestones. Now I'll talk about some additional details on our results for the third quarter and first nine months. As Jeff mentioned, adjusted diluted earnings per share for the third quarter of 2023 was $0.69 compared to $0.54 during the prior year. This strong performance during the third quarter brought our year-to-date adjusted EPS to $3.63 or $0.05 greater than the prior year period. The key factors shaping the growth of our adjusted gross margin included contributions from new permanent base rates that went into effect for our Florida natural gas distribution business in March along with incremental contributions associated with regulated infrastructure programs, organic growth in our natural gas distribution businesses, higher fees and margins per gallon in our propane business, and lastly new pipeline expansion projects. As we talked about throughout 2023, our current year results reflect a margin impact of approximately $0.41 attributable to the significantly warmer weather that was experienced primarily through the first half of the year. Our team remains focused on our fundamental growth strategies, and we're excited that we were able…

Thank you, Beth, and good morning. It's great to be with you all. I would like to first discuss our comprehensive rate case initiatives which are significant both financially and from a business simplification standpoint. We now have two full quarters of earnings associated with the permanent rates from our recent Florida rate case. We expect to recognize close to $17.2 million in 2024. And by consolidating our four natural gas distribution entities into one, we are able to simplify our business. Building off of the process we followed in Florida, we are preparing for our upcoming Maryland filing. We are required to file a rate case in early 2024 for our Maryland division and Sandpiper Energy. We will look to build on these regulatory strategies and lessons learned as we prepare these filings. Our infrastructure program initiatives contribute to maintaining safe and reliable service and contribute to margin growth. As mentioned previously, our GUARD program was approved by the Florida PSC in August 2023, the 10-year program which enhances the safety, reliability and accessibility of portions of our natural gas distribution system is expected to contribute $205 million in capital investment. Our Storm Protection Plan and Cost Recovery mechanisms approved by the Florida PSC in the fourth quarter of 2022 are expected to contribute approximately $8 million capital investment in 2023. And our Eastern Shore Capital Cost Surcharge program continues to play a key role in rate recovery for otherwise non-revenue producing projects for Eastern Shore. This program allows for the recovery of capital investment costs associated with mandated highway or railroad relocation projects as well as capital costs related to compliance with certain new PHMSA regulation. Turning to Florida, one of the key reasons that the Florida City Gas transaction is so attractive is the state's constructive and…

Thank you, Jim. Turning to Slide 19, I'd like to reinforce my earlier comments on our capital expenditure guidance. As you will recall, we updated and expanded our capital projections when we announced the Florida City Gas acquisition. Our five-year capital expenditure guidance is projected at $1.5 billion to $1.8 billion for the 2024 to 2028 period, exclusive of the FCG transaction investment. Both transaction investments associated Florida City Gas represent approximately $500 million of the total guidance range. Drivers of the increased CapEx plan include investments in a few key areas, including natural gas distribution system investments to accommodate a growing Florida customer base and investments to enhance system safety and reliability through the existing GUARD program for FPU and SAFE program for Florida City Gas. Infrastructure including gas transmission expansions to support the utility systems growth and increases in capital investment for Chesapeake's legacy businesses as well as the Company's technology plan that includes enhancements of billing systems, the financial or ERP system and many other ancillary systems. Following the close of the Florida City Gas acquisition, we expect that our capital investment run rate to be in the range of $300 million to $360 million annually. We're reaffirming our 2028 diluted EPS guidance range of $7.75 to $8. This implies an EPS growth range of approximately 8% from the 2025 EPS guidance range and an 8.5% annual growth rate for the 2018 through 2028 period. We also reaffirmed our 2025 guidance of $6.15 to $6.35 per share based upon the growth opportunities with our expanded footprint and considering the sizable integration of Florida City Gas. To conclude on Slide 22, we realize we earned the trust of our shareholders because of the performance we achieved, and our achievements are only possible because of the expertise and dedication of our team. We continue to be energized by our prospects and are well positioned to deliver on our strategy. We remain intently focused on disciplined cost management for our capital investments and ongoing operations. At the same time, we're confident in our ability to deliver growth and value by executing steady, return oriented capital investments across our five growth platforms. In short, we are deeply committed to achieving the performance levels our shareholders have come to expect. And with that, why don't we open it up for questions?

[Operator Instructions] And our first question will come from Chris Ellinghaus with Siebert Williams Shank. Your line is open.

Beth, it looks like O&M was pretty controlled in the third quarter and I'm looking at Page 4 of the press release. Is that a function of your efforts to mitigate the $0.41 of weather? And can you give us some sense of the $0.41 of weather? How much have you sort of directly influenced offsetting from the cost or other efforts?

Sure, great question, Chris. So number one, I would say the first, the biggest offset to the $0.41 of weather really comes on the margin side and it comes from our ability to be able to manage margins and retail prices to customers. So of that $0.41 weather impact you also see a corresponding significant increase in our, basically our propane prices to customers as well as some of the fee that we've been charging for our different program. So, you are absolutely right. You heard Jeff talk quite a bit about it. We as an organization continue to focus on cost management. Naturally, given the warmer temperatures, you don't have a lot of the same overtime of drivers, and so we're able to basically manage the part-time drivers that were on-boarding as well as the overtime costs that would have been paid, if you had a colder than normal weather season. And so, we're able to do that. The other thing that we've been able to do is to look across our organization and as we've continued to bring our operations together from a geographic perspective and under one leader, our COO, we've also found efficiencies in the way we've been able to manage the business. So, you'll continue to see us focus on cost management. That's something we spend a lot of time on, and you'll see us continue to do that at all levels of the organization.

As far as the MACH2 partnership goes, can you give us any sense of timing of potential investments or any kind of tangible thoughts about what that really means for you guys?

Sure. Jeff, do you want to kick it off or you want me to start and you add?

Go ahead, Beth.

Sure. So, there's -- we're working, Chris, as part of, I mean, it's part of a global team across the three specific geographic areas. And so there are some commercial applications that are being looked at. For us specifically, one of the areas that we feel we can play a big part in is on the training and certainly on the transportation fuel side of those particular endeavors. And so, we see opportunities around training associated with hydrogen given our safety town facility. We also see opportunities as we start to think about hydrogen and its utilization again on the transportation side. I don't have a clear timeframe in terms of when all the initiatives are layered in. I know the partners are meeting. Once that was awarded, I know there's been several meetings and we can provide more particulars on expected timing.

The finance -- the long-term financing for Florida City Gas, one of your peers had some issues not terming out some long-term financing that obviously the last couple years hasn't played out very well. Have you got any thoughts on whether you'd want to be very proactive? Or do you have an outlook for rates that would make you want to be more patient?

Chris, I would say, as Jeff indicated and I echo. We're continuing to look at the market. Certainly, as when we decided to pursue this transactions, we were already in an environment of significantly rising interest rates. And so, we knew the market that we were entering into and our models will run with that in line. And then secondly, right, we run sensitivities on those models. And so, we are still at the same place as Jeff echoed on the call. We still feel very good about this opportunity. We still feel good about our ability to hit our 2025 guidance, that's out there. And so, you're going to see us evaluate when is, the right time to enter into the permanent financing, but we've had a lot of investor interest overall just with the transaction and so we still feel like we're in a very great place.

Our next question will come from Dylan Lipner with Ladenburg Thalmann.

The question I have is regarding to the regulatory approvals for Florida City Gas. One, are you expecting the Hart-Scott-Rodino to be resolved, they're closing this month? And then, are there any other regulatory approvals that are needed beyond, the three that were mentioned?

Sure, I can start that off or Jim would you like to start it off and I can add?

Sure. Thank you, Beth, and good morning, Dylan. The waiting period under Hart-Scott-Rodino is to expire at midnight on Monday. As you know, if we were to receive a second request from the Antitrust Division, that would not happen. But we're one day away from the period expiring. And then that would be the last of the regulatory clearances as we would need.

Okay. Great. And then going back to the acquisition as well, describe any type of synergies that you potentially see with the transaction and any further timing of these synergies occurring?

So, I'll start this off and then Jeff can add anything I missed there, but I would say number one, Dylan first, we, as we indicated on our last call when we announced the transaction, in regards to 2024, I think we still feel like there'll be a lot more clarity that can be provided in February as part of our yearend earnings call. We've been really focused and I think have had excellent results, in regards to getting the regulatory approvals behind us so that's really been a focus of ours. Certainly, the transition and the integration and beginning to plan that has been a top focus for our teams given the relatively short time frame that we're talking about. And so, certainly as part of that, we're digging in and understanding some and actually gaining confirmation and affirmation about some of the assumptions we had made in regards to our model, but the specifics will -- there'll be more that's to come in February. Right now, we're really focused on getting the transaction to a place where, we can close in the fourth quarter as we had originally indicated. Jeff, I don't know if there's anything you want to add to that.

Maybe just a couple of things. So, I think it was very clear to us the goodwill impacts of this transaction going into the deal. I mean, we went in eyes wide open. We understood the need to identify synergies in City Gas. We also understood that we need to think more broadly than that across our larger enterprise, and we understood the opportunities, I think to accelerate certain capital projects and generate margins quicker than we might otherwise have anticipated. And also the regulatory actions that would likely be required or desired over the next couple of years to overcome some of the goodwill impact. We also, as Beth indicated, modeled several different scenarios and tested a number of different sensitivities. Anticipatory, we did not, we were hoping that the market would do what it did, but we did have some anticipatory analytics looking at potential market downturns. And so, I think we've gone into this understanding what we need to do, and I think we're prepared to do that. As Beth indicated, the specifics of those synergies and the specifics of the incremental opportunities that we see across organization are something that we're getting a good handle on and will report in February.

Okay. Great. Thank you for that. And then lastly here, where are you guys year-to-date on your propane business and whether you think you'll end the year on propane?

Well, I think as to Chris' first question that he guess, the most I would say, the biggest downside for that business this year has been the weather. We've had strong, as I also indicated, strong retail margins and service fees, adding customers, adding community gas systems. We can set business continues to do very well and even though on a year-to-date basis weather has been a factor, Dylan, as we've talked about several times, this business even in a year like this year will generate a higher than traditional utility returns. So, the business is doing well. The fourth quarter will certainly be impacted by the weather. We're having some great weather right now, so we're hoping that continues. And again, the business will do well even in spite of the weather for the year.

Our next question will come from Tate Sullivan with Maxim Group. Your line is open.

Can you go into some more detail on that $80 million liquefied natural gas keeping storage facility? Jeff, how long was that under planned? And are there riders associated with that or most of the gross margin will come after construction is finished in 2025? Is that the case?

Yes. The margin really is targeted at that in service date period. We've been looking at our growth on the Delmarva Peninsula. Frankly, there was some amazement for the last decade. As we've indicated a number of times before we're seeing growth rates customer growth rates in evolution systems that exceed 5% per year, and we have been planning our gas supply activities accordingly. And so if you project out the next few years of growth that continues at those levels and even in an environment where the mortgage rates have increased significantly, we're still seeing substantial customer growth there projected by the dealers on that Peninsula for a number of years to come. And so, we started looking at, our peak delivery capabilities over time and our modeling would indicate that at some point in future we need to do something, either add additional upstream pipeline capacity or find market area supply capabilities. And the LNG project turned into frankly the most economic for rate payers option that we have available, and it provides that sort of winter time peak demand, peaking service that will allow us to continue to expand our distribution delivery services for a number of years to come? It will fix everything forever, but it's a nice addition to the other peaking service capabilities that we have on the Peninsula. We don't have a base load capacity issue there. This is primarily intended to deal with those significant weather related winter peaks.

And then, is it based on the winter peaks? There's no need for an LNG duplication facility in Florida? Is that the case?

No, we actually have a significant amount of pipeline capacity for our legacy system for the public utilities. We could always use more. I mean there are constraints on the pipeline systems in Florida, especially going into South Florida. And in fact, as you may know, the Florida City Gas folks have activated an LNG storage facility down in Miami, South of Miami actually, to provide peaking services for that system. So, we will inherit an LNG peaking storage facility in Miami, and we'll build one in Maryland that will provide is to the customers of the Delmarva Peninsula. So, there are issues there, and I'll just add to that. One of the things that’s intriguing about the Florida City Gas opportunity is the pipeline transmission investment opportunity to add to the interstate capacity going into South Florida. And so, we think there are significant opportunities to help increase the capacity the levels into our Palm Beach service territory on FPU and then further south into Florida City Gas' Miami service areas.

[Operator Instructions] And our next question comes from Brian Russo with Sidoti. Your line is open.

I'm just curious, when we look to the fourth quarter of 2023, clearly, you demonstrated very strong third quarter margin and earnings growth. Is there any reason not to expect that type of trend in the fourth quarter of 2023? Are there costs that you help to mitigate weather earlier in the year, that will kind of reverse in the fourth quarter? Or just any insight there would be helpful?

I think, Brian, some of what you saw both in terms of the margin expansion within the quarter, as well as, we did have some cost increases in areas like facilities and maintenance and also on the employee side as well, and my expectation is you would expect those costs to continue to increase as we're coming into the fourth quarter. And what I would say is, at the same, we are managing our cost very tightly as Jeff and I both have talked about, so both of those would be a factor. One of the biggest drivers on the margin side also, as you know, is the impact of our natural gas rate case. And so, you'll have another piece of that that will hit in the fourth quarter. We've kind of put some estimates in our gross margin table. So, we've tried to lay out that impact. And then I think the remaining factor will be the weather and what happens. The fourth quarter is our second highest from a weather contribution quarter. And so, weather will be warmer, colder or normal will have a significant impact on our results for the year.

And then, you mentioned FPU -- you mentioned, the residential customer growth both at FPU and Delmarva, how does that compare with Florida City Gas' customer growth?

We've seen customer growth rates at City Gas that are generally comparable to what we've experienced at FPU, and we've been near close to 4% or lower 4% typically at Florida Public Utilities. I continue to mention that one of the things that NextEra did while they owned the system, and obviously, they still do, is they doubled the rate base in the five years that they owned it. And those dollars were spent on hooking up new customers primarily, certainly some pipeline replacement activities there. But a lot of that investment went to expanding their systems and serving new customers. So, we think that it folds right into what we've been doing at Florida Public Utilities for the last several years.

And then with the understanding with the permanent financing for Florida City Gas is still pending to be determined. Your $118 million of short term debt balance, $50 million is hedged, right? But is $118 million is that kind of what we should considered normalized going forward until the FCG transaction is the permanent financing is complete?

Well, I think from a financing perspective for Chesapeake's legacy business, We've put, Brian, out our guidance in regards to CapEx for the year, and where we've reaffirmed that for ourselves, ignoring the FCG transaction to be about $200 million to $230 million. So, that's the biggest piece that would have an impact on our legacy business as you think about the rest of the year and where we would land there.

And then just lastly, bigger picture strategically. Obviously, FCG significantly enhances your scale in Florida and just your overall utility footprint approaching 90% of the business. Could you just talk about outside of the LNG project? You announced maybe some longer hydrogen opportunities. Can you just talk more about any growth projects that might be in the pipeline? And then maybe just as important is, your strategy around propane? You've done several very accretive acquisitions over the last several years. And I'm wondering, is expansion through bolt-on still part of the strategy? Or we're going to focus on integrating FCG over the next 12 to 18 months?

Well, let's start with the propane question. I think, as Beth has indicated a moment ago, we're still pretty bullish on the propane business. We see opportunities to continue to grow and expand that business. Some of those certainly could come through relatively small scale acquisitions. I don't think we're interested in the large acquisition opportunities that might come down the pipe, but trying to bolt-on, as you say, another propane opportunity in any of our existing service areas is certainly something that's appealing to us. And so, we'll continue to look to grow that business. There's not a specific business mix split between non-regulated and regulated that we're striving to achieve. We look for opportunities that make sense, and we execute on the ones that are strategically viable and that are financially attractive to us. And so, we'll continue to do that for the propane operations as well as our other non-regulated operations. The larger question on, I think, on the opportunities related to City Gas and other capital opportunities across the enterprise, we've indicated that as part of the Florida City Gas acquisition, we see an additional $500 million in capital in City Gas and their core operational areas and surrounding City Gas. I mentioned a moment ago opportunities to deliver additional pipeline capacity into South Florida to expand to serve underserved and unserved areas. All those things create, we think, some very real opportunities for Peninsula Pipeline intrastate transmission business in Florida, and so we're pretty excited about that. I would also mention that City Gas has expansion of their pipeline replacement regulated program in front of the Public First Commission, and we're anticipating resolution of that, an order coming out of the commission sometime earlier this month, I believe. And so that would start them down a $200 million investment path over the next 10 years, $20 million a year in pipeline replacement. We have a similar program that's already up and running at Florida Public Utilities at about the bipartisan investment levels about $20 million a year for the next 10 years. So, significant pipeline replacement opportunities in Florida consolidated about $40 million a year going forward. And so, we see those kinds of investment opportunities is obviously a driving force and why we're interested in City Gas in the first place.

Thank you. And at this time, there are no further questions. So, I'd like to turn the floor back over to Jeff Householder for any additional or closing remarks.

Well, thank you. And I want to thank everyone for joining us this morning. We appreciate your time and your continued interest in the Company. We look forward to speaking with you on our next earnings call in February. And while it's just a few weeks early, wish everyone Happy Thanksgiving. Goodbye.

Thank you. This concludes today's Chesapeake Utilities third quarter 2023 earnings conference call. Please disconnect your line at this time and have a wonderful day.