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Acquisitions
12 Months Ended
Dec. 31, 2014
Text Block [Abstract]  
Acquisitions
ACQUISITIONS AND DISPOSITION
Eastern Shore Gas Company
On May 31, 2013, the Maryland PSC approved the acquisition of ESG. Upon receiving this approval, we completed the purchase of the operating assets of ESG, which was not related to, or affiliated with, our interstate natural gas transmission subsidiary, Eastern Shore. We paid approximately $16.5 million at the closing of the transaction, which was subject to certain adjustments specified in the asset purchase agreement. During the third quarter of 2013, the purchase price was reduced by $543,000 due to adjustments to property, plant and equipment, propane inventory, accounts receivable and other accrued liabilities. The purchase price included approximately $726,000 of sales tax related to the transaction. We financed the acquisition using unsecured short-term debt.
Approximately 11,000 residential and commercial underground propane distribution system customers and 500 bulk propane delivery customers acquired in the transaction are being served by our new subsidiary, Sandpiper, and our propane distribution subsidiary, Sharp, respectively. Sandpiper's operations, which cover all of Worcester County, Maryland, are subject to rate and service regulation by the Maryland PSC. We are evaluating the potential conversion of some of the underground propane distribution systems to natural gas distribution and have begun to convert some of the acquired customers. Although most of these customers are currently being served with propane, we classify Sandpiper's operations as natural gas distribution in the Regulated Energy segment.
In connection with this acquisition, we recorded $12.6 million in property, plant and equipment, $384,000 in propane inventory, $2.5 million in accounts receivable and accrued revenue and $227,000 in other current liabilities, which included the effect of the purchase price adjustment in the third quarter of 2013 and the second quarter of 2014. All but insignificant amounts of assets and liabilities are recorded in the Regulated Energy segment. No goodwill or intangible asset was recorded from this acquisition, and the allocation of the purchase price and valuation of assets are final.
The revenue and net income from this acquisition for the year ended December 31, 2014, included in our consolidated statement of income, was $24.3 million and $2.5 million, respectively. The revenue and net income from this acquisition for the year ended December 31, 2013, included in our consolidated statement of income, was $9.8 million and $309,000, respectively.
Other Acquisitions
On December 2, 2013, we acquired certain operating assets of the City of Fort Meade, Florida, for approximately $792,000. The purchased assets are used to provide natural gas distribution service in the City of Fort Meade, Florida. In connection with this acquisition we recorded $92,000 in property, plant and equipment, $14,000 in inventory, $14,000 in regulatory asset, $714,000 in goodwill and $42,000 in other current liabilities. These amounts reflect adjustments to the purchase price and the allocation of the purchase price during the fourth quarter of 2014 based on our final valuation, which decreased the value of property, plant and equipment by $578,000 and increased goodwill by $564,000. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition that were included in our consolidated statements of income for the years ended December 31, 2014 and 2013 were not material.
On June 7, 2013, we acquired certain operating assets through Austin Cox for approximately $600,000. The purchased assets are used to provide heating, ventilation and air conditioning, plumbing and electrical services to residential, commercial and industrial customers throughout the lower Delmarva Peninsula. In connection with this acquisition, we recorded $105,000 in property, plant and equipment, $30,000 in inventory, $250,000 as an intangible asset related to a non-compete agreement to be amortized over five years beginning in July 2013 and $237,000 in goodwill. The revenue and net income from this acquisition included in our consolidated statements of income for the years ended December 31, 2014 and 2013 were not material. As discussed in Note 2, Summary of Significant Accounting Policies, at December 31, 2014, we recorded an impairment charge of $412,000 related to the goodwill and non-compete intangible asset. The impairment charge represented all of the remaining goodwill and intangible asset from this acquisition.
On February 5, 2013, we purchased the propane operating assets of Glades for approximately $2.9 million. The purchased assets are used to provide propane distribution service to approximately 3,000 residential and commercial customers in Okeechobee, Glades and Hendry Counties, Florida. In connection with this acquisition, we recorded $1.6 million in property, plant and equipment, $231,000 in propane and other inventory, $300,000 in an intangible asset related to Glades’ customer list, to be amortized over 12 years beginning in February 2013 and $724,000 in goodwill. These amounts reflect an adjustment to the allocation of the purchase price during the first quarter of 2014 based on our final valuation, which decreased the value of propane inventory by $271,000 and increased goodwill by the same amount. All of the goodwill is expected to be deductible for income tax purposes. The revenue and net income from this acquisition, included in our consolidated statements of income for the years ended December 31, 2014 and 2013, were not material.
Gatherco Acquisition - Subsequent Event
On January 30, 2015, we entered into a merger agreement to acquire Gatherco. Upon consummation of the transaction, Gatherco will merge into Aspire Energy, a newly formed, wholly-owned subsidiary of Chesapeake. At closing, we expect to issue 593,005 shares of our common stock, valued at $29.9 million, pay $27.6 million in cash and assume Gatherco’s debt, estimated to be $1.7 million. We expect to pay off this debt shortly after closing. Gatherco is a natural gas infrastructure company providing natural gas midstream services. Gatherco’s assets include 16 gathering systems and over 2,000 miles of pipelines in Central and Eastern Ohio. Gatherco provides natural gas gathering services and natural gas liquid processing services to over 300 producers, and supplies natural gas to over 6,000 customers in Ohio through the Consumers Gas Cooperative, an independent entity which Gatherco manages under an operating agreement. The transaction is subject to approval by Gatherco's shareholders and is expected to close in the second quarter of 2015.


Disposition of BravePoint
On October 1, 2014, we completed the sale of BravePoint, our advanced information services subsidiary for approximately $12.0 million in cash. We plan to reinvest the proceeds from this sale in our regulated and unregulated energy businesses. We recorded a pre-tax gain of $6.7 million (approximately $4.0 million after-tax) from this sale, which includes the effect of certain costs and expenses associated with the sale. Our consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 included $15.1 million, $19.1 million and $17.5 million of revenue, respectively, and $232,000 of net loss, $155,000 of net loss and $454,000 of net income, respectively, from BravePoint's operations.