8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 30, 2023

Chesapeake Utilities Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11590	51-0064146
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Energy Lane, Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 302. 734.6799

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2023 (the “Closing 8-K”), on November 30, 2023, Chesapeake Utilities Corporation, a Delaware corporation (the “Company”), completed the acquisition of Pivotal Utility Holdings, Inc., a wholly owned subsidiary of Florida Power & Light Company doing business as Florida City Gas (“FCG”) (the “Acquisition”) pursuant to the previously disclosed Stock Purchase Agreement (the “Purchase Agreement”), dated as of September 26, 2023, by and among the Company and Florida Power & Light Company, a Florida corporation. The purchase price for the Acquisition was approximately $923.4 million in cash, subject to customary purchase price adjustments. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was included in the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2023.

On November 30, 2023, in connection with the completion of the Acquisition, the Company issued $550 million of uncollateralized senior notes pursuant to the Note Purchase Agreement dated November 20, 2023, as described in the Company’s Form 8-K filed with the SEC on November 21, 2023. The Company funded the purchase price for the Acquisition with the net proceeds from the sale of the uncollateralized senior notes, the Company’s previously disclosed equity offering and additional borrowings under its existing unsecured revolving credit facility.

This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Closing 8-K, the sole purpose of which is to provide the financial statements and pro forma financial information required by Item 9.01, which were excluded from the Closing 8-K and are filed as exhibits hereto and are incorporated herein by reference. All other items in the Closing 8-K remain the same.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

Audited financial statements of Pivotal Utility Holdings, Inc. (d/b/a Florida City Gas), comprised of the balance sheets as of December 31, 2022 and 2021, the related statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2022 and the related notes to the financial statements, are filed herewith as Exhibit 99.1.

Unaudited financial statements of Pivotal Utility Holdings, Inc. (d/b/a Florida City Gas), comprised of the balance sheets as of September 30, 2023 and December 31, 2022, the related statements of income and changes in equity for the three and nine months ended September 30, 2023 and 2022, the statement of cash flows for the nine months ended September 30, 2023 and 2022, and the related notes to the financial statements, are filed herewith as Exhibit 99.2.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of Chesapeake Utilities Corporation, comprised of the balance sheet as of September 30, 2023, the statements of income for the year ended December 31, 2022 and the nine months ended September 30, 2023, and the related notes to the financial statements are attached hereto as Exhibit 99.3.

(d) Exhibits.

Exhibit Numbers	Description
23.1	Consent of Deloitte & Touche LLP, independent auditors for Pivotal Utility Holdings, Inc. (d/b/a Florida City Gas).
99.1	Audited financial statements of Pivotal Utility Holdings, Inc. (d/b/a Florida City Gas) as of December 31, 2022 and 2021 and for the two years ended December 31, 2022. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023).
99.2	Unaudited financial statements of Pivotal Utility Holdings, Inc. (d/b/a Florida City Gas) as of September 30, 2023 and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023).
99.3	Unaudited pro forma condensed combined financial information of Chesapeake Utilities Corporation as of September 30, 2023, for the year ended December 31, 2022 and for the nine months ended September 30, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Chesapeake Utilities Corporation
February 13, 2024	By:	/s/ Beth W. Cooper
	Name:	Beth W. Cooper
	Title:	Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Corporate Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-250803, 333-274203, and 333-274284 on Form S-3ASR and Registration Statement Nos. 333-192198 and 333-271610 on Form S-8 of Chesapeake Utilities Corporation of our report dated October 31, 2023, relating to the financial statements of Pivotal Utility Holdings, Inc. d/b/a Florida City Gas incorporated by reference in this Current Report on Form 8-K/A dated February 13, 2024.

/s/ Deloitte & Touche LLP

Boca Raton, Florida

February 13, 2024

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information of Chesapeake Utilities Corporation (“Chesapeake Utilities”, or the “Company”) consists of a condensed combined balance sheet at September 30, 2023, and condensed combined statements of income for the nine months ended September 30, 2023 and the year ended December 31, 2022, all of which reflect the Company’s acquisition of Pivotal Utility Holdings, Inc., doing business as Florida City Gas (“FCG”), which was completed on November 30, 2023 (the “Acquisition”) pursuant to the previously disclosed Stock Purchase Agreement (the “Purchase Agreement”), dated as of September 26, 2023, by and among the Company and Florida Power & Light Company (“FPL”), a Florida Corporation. The unaudited pro forma condensed combined financial statements included herein have been derived from the following historical financial statements:

• the audited financial statements of Chesapeake Utilities as of and for the year ended December 31, 2022;

• the unaudited interim financial statements of Chesapeake Utilities as of and for the nine months ended September 30, 2023;

• the audited financial statements of FCG as of and for the year ended December 31, 2022; and

• the unaudited interim financial statements of FCG as of and for the nine months ended September 30, 2023.

The pro forma adjustments have been prepared as if the acquisition of FCG occurred on September 30, 2023 in the case of the unaudited pro forma condensed combined balance sheet and on January 1, 2022 in the case of the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2023 and for the year ended December 31, 2022. The unaudited pro forma condensed combined financial statements should be read in conjunction with the related notes, which are included herein, the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed February 22, 2023, and Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, as filed November 2, 2023 and the financial statements and notes of FCG referenced herein and included as Exhibits 99.1 and 99.2 in the Company’s Current Report on Form 8-K filed by the Company on November 9, 2023. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not necessarily reflect what the combined financial condition and results of operations would have reflected had the Acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of the operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma information and adjustments, including the preliminary allocation of purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, current available information and certain assumptions that we believe are reasonable in the circumstances, as described in the notes to the unaudited pro forma condensed combined financial statements. The actual adjustments to the Company’s consolidated financial statements as of the closing date of the Acquisition will depend on a number of factors, including, among others, additional information available and the final net assets of FCG as of the date of the Acquisition. As a result, the actual adjustments, which will be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, could differ from the pro forma adjustments, and the differences may be material.

CHESAPEAKE UTILITIES CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET AT SEPTEMBER 30, 2023

Assets	CPK			FCG			Transaction Adjustments					Pro Forma Combined
(in thousands)
Property, Plant and Equipment
Regulated energy	$	1,916,585		$	663,047		$	(11,882	)	4	[a]	$	2,567,750
Unregulated energy		404,924			—								404,924
Other businesses and eliminations		28,802			—								28,802
Total property, plant and equipment		2,350,311			663,047			(11,882	)				3,001,476
Less: Accumulated depreciation and amortization		(503,897	)		(179,367	)		2,410		4	[a]		(680,854	)
Plus: Construction work in progress		61,843			18,183								80,026
Net property, plant and equipment		1,908,257			501,863			(9,472	)				2,400,648
Current Assets
Cash and cash equivalents		1,793			24,306			(22,306	)	4	[b]		3,793
Trade and other receivables		47,397			14,355			(187	)	4	[c]		61,565
Less: Allowance for credit losses		(2,405	)		(451	)							(2,856	)
Trade receivables, net		44,992			13,904			(187	)				58,709
Accrued revenue		15,229			—								15,229
Propane inventory, at average cost		7,001			—								7,001
Other inventory, at average cost		17,593			1,324								18,917
Natural gas for sale		—			1,373								1,373
Regulatory assets		19,111			2,833								21,944
Storage gas prepayments		5,063			—								5,063
Income taxes receivable		5,340			—								5,340
Prepaid expenses		17,179			1,006								18,185
Derivative assets, at fair value		2,328			—								2,328
Other current assets		1,837			436								2,273
Total current assets		137,466			45,182			(22,493	)				160,155
Deferred Charges and Other Assets
Goodwill		46,213			—			463,060		4	[d]		509,316
								43		4	[e]
Other intangible assets, net		16,518			—								16,518
Investments, at fair value		11,084			—								11,084
Derivative assets, at fair value		425			—								425
Operating lease right-of-use assets		12,842			43,828			(43,828	)	4	[f]		12,842
Regulatory assets		91,678			3,636								95,314
Receivables and other deferred charges
Prepaid pension asset					4,869			(4,869	)	4	[g]		—
Prepaid software service costs					9,551								9,551
Deferred software implementation costs					4,812								4,812
Miscellaneous deferred debits					4,427			(154	)	4	[h]		4,273
Deferred rate case expenses					1,136								1,136
Other receivables and other deferred charges		16,263			15			(4,101	)	4	[i]		12,177
Total deferred charges and other assets		195,023			72,274			410,151					677,448
Total Assets	$	2,240,746		$	619,319		$	378,186				$	3,238,251
Capitalization and Liabilities
Stockholders’ equity
Preferred stock, par value $0.01 per share (authorized 2,000,000 shares)	$	—		$	—		$	—				$	—
Common stock, par value $0.4867 per share (authorized 50,000,000 shares)		8,662			—			2,160		4	[j]		10,822
Additional paid-in capital		382,551			256,081			(13,083	)	4	[k]		746,808
								377,340		4	[j]
								(256,081	)	4	[l]
Retained earnings		476,601			38,187			(38,187	)	4	[l]		468,754
								(10,556	)	4	[m]
								2,709		4	[m]
Accumulated other comprehensive loss		(1,137	)		—								(1,137	)
Deferred compensation obligation		8,987			—								8,987
Treasury stock		(8,987	)		—								(8,987	)
Total stockholders’ equity		866,677			294,268			64,302					1,225,247
Long-term debt, net of current maturities		643,801			136,763			(2,857	)	4	[n]		1,190,944
								(136,763	)	4	[o]
								550,000		4	[j]
Total capitalization		1,510,478			431,031			474,682					2,416,191
Current Liabilities
Current portion of long-term debt		20,000			19,538			(19,538	)	4	[o]		20,000
Short-term borrowing		118,570			—			16,339		4	[j]		134,909
Due to affiliates		—			3,317			(3,317	)	4	[p]		—
Accounts payable		53,729			5,937								59,666
Customer deposits and refunds		40,228			5,149								45,377
Accrued interest		4,985			—								4,985
Dividends payable		10,500			—								10,500
Income taxes payable		—			5,285								5,285
Other accrued taxes		—			4,243								4,243
Accrued compensation		9,831			1,959								11,790
Regulatory liabilities		9,092			3,083								12,175
Derivative liabilities, at fair value		828			—								828
Construction accruals		—			2,274								2,274
Other accrued liabilities		20,647			3,684			(1,281	)	4	[f]		23,050
Total current liabilities		288,410			54,469			(7,797	)				335,082
Deferred Credits and Other Liabilities
Deferred income taxes		264,541			38,814			(43,443	)	4	[q]		257,203
								(2,709	)	4	[m]
Accrued removal costs		—			33,605								33,605
Regulatory liabilities		145,092			18,512								163,604
Environmental liabilities		2,562			—								2,562
Other pension and benefit costs		17,133			—								17,133
Derivative liabilities, at fair value		101			—								101
Lease liabilities		11,040			42,547			(42,547	)	4	[f]		11,040
Other liabilities		1,389			341								1,730
Total deferred credits and other liabilities		441,858			133,819			(88,699	)				486,978
Other commitments and contingencies
Total Capitalization and Liabilities	$	2,240,746		$	619,319		$	378,186				$	3,238,251

CHESAPEAKE UTILITIES CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

	CPK		FCG		Transaction Adjustments					Pro Forma Combined
(in thousands, except shares and per share data)
Operating Revenues
Regulated Energy	$	345,822	$	98,078	$	(862	)	4	[r]	$	442,063
						(975	)	4	[s]
Unregulated Energy and Other		139,447		—							139,447
Total operating revenues		485,269		98,078		(1,837	)				581,510
Operating Expenses
Natural gas and electricity costs		105,692		23,856							129,548
Propane and natural gas costs		55,786		—							55,786
Operations		128,147		28,604		(369	)	4	[t]		156,382
Transaction-related expenses		3,899		—							3,899
Maintenance		15,487		—							15,487
Depreciation and amortization		52,096		6,020		(732	)	4	[u]		56,409
						(975	)	4	[s]
Other taxes		20,674		9,089							29,763
Total operating expenses		381,781		67,569		(2,076	)				447,274
Operating Income		103,488		30,509		239					134,236
Other income, net		1,036		376							1,412
Interest charges, net		21,272		6,533		(862	)	4	[r]		49,170
						(5,505	)	4	[v]
						26,978		4	[w]
						754		4	[x]
Income Before Income Taxes		83,252		24,352		(21,126	)				86,478
Income Taxes		21,368		5,791		(5,422	)	4	[y]		21,737
Net Income	$	61,884	$	18,561	$	(15,704	)			$	64,741
Weighted Average Common Shares Outstanding:
Basic		17,783,787				4,438,596		4	[z]		22,222,383
Diluted		17,847,288				4,438,596		4	[z]		22,285,884
Earnings Per Share of Common Stock:
Basic Earnings Per Share of Common Stock	$	3.48								$	2.91
Diluted Earnings Per Share of Common Stock	$	3.47								$	2.91

CHESAPEAKE UTILITIES CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2022

	CPK			FCG		Transaction Adjustments					Pro Forma Combined
(in thousands, except shares and per share data)
Operating Revenues
Regulated Energy	$	429,424		$	118,491	$	(297	)	4	[aa]	$	547,075
							(543	)	4	[ab]
Unregulated Energy		280,750			—							280,750
Other businesses and eliminations		(29,470	)		—							(29,470	)
Total operating revenues		680,704			118,491		(840	)				798,355
Operating Expenses
Natural gas and electricity costs		127,172			33,414							160,586
Propane and natural gas costs		133,334			—							133,334
Operations		164,505			33,868		(1,015	)	4	[ac]		197,358
Maintenance		18,176			—							18,176
Depreciation and amortization		68,973			17,959		(840	)	4	[ad]		85,549
							(543	)	4	[ab]
Other taxes		25,611			10,328							35,939
Total operating expenses		537,771			95,569		(2,398	)				630,942
Operating Income		142,933			22,922		1,558					167,413
Other income, net		5,051			35							5,086
Interest charges, net		24,356			6,584		(297	)	4	[aa]		61,445
							(6,176	)	4	[ae]
							35,970		4	[af]
							1,008		4	[ag]
Income Before Income Taxes		123,628			16,373		(28,947	)				111,054
Income Taxes		33,832			3,636		(7,922	)	4	[ah]		29,546
Net Income	$	89,796		$	12,737	$	(21,025	)			$	81,508
Weighted Average Common Shares Outstanding:
Basic		17,722,227					4,438,596		4	[ai]		22,160,823
Diluted		17,804,294					4,438,596		4	[ai]		22,242,890
Earnings Per Share of Common Stock:
Basic Earnings Per Share of Common Stock	$	5.07									$	3.68
Diluted Earnings Per Share of Common Stock	$	5.04									$	3.66

NOTE 1. BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial statements included herein have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and Article 11 of Regulation S-X, and have been derived from the following historical financial statements:

• the audited financial statements of Chesapeake Utilities as of and for the year ended December 31, 2022;

• the unaudited interim financial statements of Chesapeake Utilities as of and for the nine months ended September 30, 2023;

• the audited financial statements of FCG as of and for the year ended December 31, 2022; and

• the unaudited interim financial statements of FCG as of and for the nine months ended September 30, 2023.

On November 30, 2023, the Company completed the Acquisition of Pivotal Utility Holdings, Inc., doing business as FCG, pursuant to the previously disclosed Purchase Agreement, dated as of September 26, 2023, by and among the Company and FPL, a Florida Corporation, for $923.4 million in cash.

The Acquisition has been accounted for in the unaudited pro forma condensed combined financial statements as an acquisition of all of the outstanding common shares of FCG using the acquisition method of accounting for business combinations. The assets acquired and liabilities assumed have been measured at estimated fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company has elected to apply the provision of section 338(h)(10) of the Internal Revenue Code (“IRC”), which recharacterizes the stock purchase as an asset purchase for federal tax purposes. The Company received a tax basis in the acquired assets equal to the purchase price, and will depreciate such basis over a 15-year period.

The accompanying unaudited pro forma condensed combined financial statements are not necessarily indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the future. While the underlying pro forma adjustments are intended to provide a reasonable basis for presenting the significant financial effects directly attributable to the Acquisition, they are preliminary and are based on currently available financial information and certain estimates and assumptions which we believe to be reasonable. The actual adjustments to our consolidated financial statements will be determined as of and subsequent to the closing date. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed in preparing the unaudited pro forma condensed combined financial statements are those used by Chesapeake Utilities as set forth in the audited historical financial statements and notes of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2022, as filed February 22, 2023, and in the unaudited historical interim financial statements and notes of the Company included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, as filed November 2, 2023. The unaudited pro forma condensed combined financial statements reflect any adjustments known at this time to conform FCG’s historical financial information to the Company’s significant accounting policies based on the Company’s review of FCG’s summary of significant accounting policies, as disclosed in the FCG historical financial statements referenced herein and included as Exhibits 99.1 and 99.2 in the Current Report on Form 8-K filed by the Company on November 9, 2023, and discussions with FCG’s management. Additional differences may be identified upon a more comprehensive comparison and assessment and as the Company integrates FCG into its legacy operations.

NOTE 3. PRELIMINARY PURCHASE PRICE AND PURCHASE PRICE ALLOCATION

The preliminary purchase price for the Acquisition was as follows:

(in thousands, except offer price)
Total shares of Chesapeake Utilities common stock issued		4,439
Offer price of Chesapeake Utilities common stock on November 9, 2023	$	85.50
Equity portion of purchase price	$	366,417
Issuance of long-term debt		547,143
Short-term borrowings under the Revolver		9,883
Total	$	923,443

Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of FCG are recorded at fair value on the acquisition date and added to those of the Company. The pro forma adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effects of the acquisition between the Company and FCG. Significant portions of FCG’s operations are subject to the rate regulation by the Florida Public Service Commission. The carrying values of the assets and liabilities subject to regulatory accounting under U.S. GAAP, including property, plant and equipment, are considered to approximate the fair values.

The final determination of the preliminary purchase price allocation will be based on the net assets acquired as of the acquisition date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The preliminary purchase price allocation may change based on the receipt of more detailed information. Accordingly, this allocation is preliminary and subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below.

The following table provides a summary of the preliminary allocation of the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed of FCG, based on FCG’s balance sheet at September 30, 2023, with all excess value over consideration paid recorded as goodwill.

(in thousands)
Total current assets	$	22,732
Property, plant and equipment		492,391
Goodwill		463,060
Regulatory assets		3,636

Other deferred charges and other assets, including intangible assets		24,416
Total assets		1,006,235
Total current liabilities		30,334
Regulatory liabilities		52,117
Deferred credits and other liabilities		341
Total liabilities		82,792
Total purchase price	$	923,443

NOTE 4. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The following pro forma adjustments were based on the historical financial information and preliminary estimates and assumptions, both as described above and which are subject to change as additional information is obtained:

a Reflects property, plant and equipment with a net book value of $9.5 million related to software that was excluded from the Acquisition and retained by FPL.

b Reflects a reduction in FCG’s cash balance to the minimum cash amount of $2.0 million as defined in the Purchase Agreement.

c Reflects $0.2 million of affiliated accounts receivable at September 30, 2023 which was an asset excluded from the Acquisition and retained by FPL.

d Represents the excess of the Company’s purchase price of $923.4 million over the estimated fair values of assets acquired and liabilities assumed.

e Reflects estimated working capital adjustments that in accordance with the Purchase Agreement were treated as an adjustment to the Acquisition purchase price.

f Reflects $43.8 million in right of use assets and lease liabilities associated with long-term transportation service agreements between FCG and Peninsula Pipeline Company (“PPC”), a wholly owned subsidiary of the Company. Upon closing of the Acquisition, these agreements have been classified as affiliate transactions and the associated assets and liabilities are being eliminated in the Company’s consolidated balance sheet.

g Reflects $4.9 million of prepaid pension expenses that were excluded from the Acquisition.

h Reflects FCG’s $0.2 million unamortized loss on reacquired debt which was excluded from the Acquisition.

i Reflects transaction fees associated with the Company’s receipt of the $965 million bridge loan facility which was not required to be drawn upon to finance the acquisition that are being reclassified to expense in accordance with the accounting rules prescribed by U.S. GAAP.

j Reflects the Company’s debt and equity financings related to the Acquisition and the associated transaction-related costs including: $550.0 million of new long-term debt, the issuance of 4.4 million shares of Chesapeake Utilities Corporation common stock, and $16.3 million of new short-term borrowings under the Company’s Revolver.

k Represents $13.1 million of fees associated with the November 2023 issuance of 4.4 million shares of the Company’s common stock to finance the Acquisition. The Company received $366.4 million of net proceeds from the common stock issuance after underwriting discounts, commissions and expenses.

l Reflects the elimination of FCG’s stockholder’s equity.

m Represents $10.6 million of total non-recurring direct incremental transaction-related expenses expected to be incurred in connection with the Acquisition, which would reduce deferred income tax liabilities by $2.7 million, including but not limited to, legal, consulting, audit and financing fees. These expenses are reflected as an adjustment to retained earnings, less income tax effects, on the unaudited pro forma condensed combined balance sheet at September 30, 2023.

n Represents $2.9 million of debt issuance costs that have been reflected as a reduction to the Company’s issuance of long-term debt to finance the Acquisition. The Company issued $550.0 million in new long-term notes in November 2023 at an average interest rate of 6.54 percent.

o Reflects $156.3 million of affiliated debt of FCG that was settled prior to the closing of the Acquisition.

p Reflects $3.3 million of affiliated accounts payable that was settled prior to the closing of the Acquisition.

q As defined in the Purchase Agreement, the Company and FCG have elected to apply the provision of Section 338(h)(10) of the IRC, which recharacterizes the stock purchase as an asset purchase for federal tax purposes. The Company received a tax basis in the acquired assets equal to the purchase price and will depreciate the assets at their purchased value and goodwill recorded in connection with the Acquisition will be amortized for tax purposes over the next 15 years. As a result, FCG’s deferred tax asset related to tax reform legislation was the only deferred tax balance transferred to the Company with the Acquisition.

r Represents $0.9 million of interest expense associated with long-term transportation service agreements between FCG and PPC, a wholly owned subsidiary of the Company. Upon closing of the Acquisition, these agreements have been classified as affiliate transactions and the associated revenues and expenses are being eliminated in the Company’s consolidated results.

s Represents $1.0 million of depreciation expense associated with long-term transportation service agreements between FCG and PPC, a wholly owned subsidiary of the Company. Upon closing of the Acquisition, these agreements have been classified as affiliate transactions and the associated revenues and expenses are being eliminated in the Company’s consolidated results.

t Reflects $0.4 million of pension expenses related to benefit plan obligations that were excluded from the Acquisition.

u Reflects $0.7 million of depreciation expense related to software that was excluded from the Acquisition and retained by FPL.

v Reflects $5.5 million of interest expense related to outstanding debt of FCG that was settled prior to the Acquisition.

w Reflects a $27.0 million net increase to interest expense resulting from the Company’s issuance of long-term debt to finance the Acquisition. The Company issued $550.0 million in new long-term notes in November 2023 at an average interest rate of 6.54 percent.

x Reflects a $0.8 million increase in interest expense resulting from incremental borrowings under the Company’s Revolver at an interest rate of 6.17 percent. Such incremental borrowings were used to finance the Acquisition and pay certain transaction-related expenses in connection with the Acquisition and related financing activities.

y Reflects the income tax effects of pro forma adjustments based on the Company’s blended federal and state effective tax rate for the nine months ended September 30, 2023.

z Reflects the 4.4 million shares of the Company’s common stock issued in November 2023 to finance the Acquisition.

aa Represents $0.3 million of interest expense associated with long-term transportation service agreements between FCG and PPC, a wholly owned subsidiary of the Company. Upon closing of the Acquisition, these agreements have been classified as affiliate transactions and the associated revenues and expenses are being eliminated in the Company’s consolidated results.

ab Represents $0.5 million of depreciation expense associated with long-term transportation service agreements between FCG and PPC, a wholly owned subsidiary of the Company. Upon closing of the Acquisition, these agreements have been classified as affiliate transactions and the associated revenues and expenses are being eliminated in the Company’s consolidated results.

ac Reflects $1.0 million of pension expenses related to benefit plan obligations that were excluded from the Acquisition.

ad Reflects $0.8 million of depreciation expense related to software that was excluded from the Acquisition and retained by FPL.

ae Reflects $6.2 million of interest expense related to outstanding debt of FCG that was settled prior to the Acquisition.

af Reflects a $36.0 million net increase to interest expense resulting from the Company’s issuance of long-term debt to finance the Acquisition. The Company issued $550.0 million in new long-term notes in November 2023 at an average interest rate of 6.54 percent.

ag Reflects a $1.0 million increase in interest expense resulting from incremental borrowings under the Company’s Revolver at an interest rate of 6.17 percent. Such incremental borrowings were used to finance the Acquisition and pay certain transaction-related expenses in connection with the Acquisition and related financing activities.

ah Reflects the income tax effects of pro forma adjustments based on the Company’s blended federal and state effective tax rate for the year ended December 31, 2022.

ai Reflects the 4.4 million shares of the Company’s common stock issued in November 2023 to finance the Acquisition.

XML

Document and Entity Information	Nov. 30, 2023
Cover [Abstract]
Entity Registrant Name	CHESAPEAKE UTILITIES CORP
Local Phone Number	734-6799
Amendment Flag	true
Entity Central Index Key	0000019745
Document Type	8-K/A
Document Period End Date	Nov. 30, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-11590
Entity Tax Identification Number	51-0064146
Entity Address, Address Line One	500 Energy Lane
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	302
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock - par value per share $0.4867
Trading Symbol	CPK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Description	This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Closing 8-K, the sole purpose of which is to provide the financial statements and pro forma financial information required by Item 9.01, which were excluded from the Closing 8-K and are filed as exhibits hereto and are incorporated herein by reference. All other items in the Closing 8-K remain the same.