UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2012
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) |
(IRS Employer Identification No.) |
||
|
909 Silver Lake Boulevard, Dover, Delaware |
19904 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrants 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:
| ¨ | 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)) |
| Item 7.01. | Regulation FD Disclosure. |
Chesapeake Utilities Corporation, a Delaware corporation (the Company), will be meeting with analysts, investors and other members of the financial community at the St. Louis Financial Community Meetings in St. Louis, Missouri on Thursday, March 29, 2012. At these meetings, the Company will make a presentation, which includes a business update and overview of the Company. Copies of the slide presentation materials that will be distributed at these meetings are furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit 99.1 Chesapeake Utilities Corporation slide presentation materials dated March 29, 2012.
This Form 8-K and the exhibits hereto contain forward-looking statements that are subject to various assumptions, risks and uncertainties These statements should be read in conjunction with the Forward-Looking Statements section in the Companys Form 10-K for the fiscal year ended December 31, 2011 (which sections are incorporated herein by reference), and in conjunction with other SEC reports filed by the Company that discuss important factors that could cause the Companys actual results to differ materially from those anticipated in such statements.
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 | ||||||
|
March 29, 2012 |
By: | /s/ Beth W. Cooper | ||||
| Name: Beth W. Cooper | ||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
St. Louis Financial Community Meetings
March 29, 2012
Forward Looking Statements and Other Disclosures
Safe Harbor Statement: Some of the Statements in this document concerning future company performance will be forward-looking within the meanings of the securities laws. Actual results may materially differ from those discussed in these forward-looking statements, and you should refer to the additional information contained in Chesapeake Utilities Corporations 2011 Annual Report on Form 10-K, as amended, filed with the SEC and our other SEC filings concerning factors that could cause those results to be different than contemplated in todays discussion.
REG G Disclosure: Todays discussion includes certain non-GAAP financial measures as defined under SEC Regulation G. Although non-GAAP measures are not intended to replace the GAAP measures for evaluation of Chesapeakes performance, Chesapeake believes that the portions of the presentation, which include certain non-GAAP financial measures, provide a helpful comparison for an investors evaluation purposes.
Gross Margin: Gross Margin is determined by deducting the cost of sales from operating revenue. Cost of sales includes the purchased fuel cost for natural gas, electric and propane distribution operations and the cost of labor spent on different revenue-producing activities. Other companies may calculate gross margin in a different manner.
2
Business Overview
Investment by Segment
Other, 2.3% as of 12/31/11
Unregulated Energy, 10.6%
Regulated Energy, 87.1%
2011 Margin by Segment Other, 3.1%
Unregulated Energy, 21.7%
Regulated Energy, 75.2%
2011 Operating Income by Segment
Unregulated Other, 0.3% Energy,
17.4%
Regulated Energy,
82.3%
The largest portion of our operations are regulated. We have continued to expand these operations, and earnings, because of the opportunities we are identifying in our service territories. The success of our unregulated businesses has enhanced our earnings and returns.
3
Energy Diversity
Investment by Energy Served
as of 12/31/11 Other, 2.3% Propane, 10.6% Electric, 7.4%
Natural Gas, 79.7%
2011 Margin by Energy Served
Propane, Other, 3.5%
19.3%
Electric, Natural Gas,
10.3% 66.9%
Propane, 2011 Operating Income by Energy Served
12.6% Other, 0.9% Electric, 4.4%
Natural Gas,
82.1%
Our natural gas operations represent the largest portion of our business. Our propane and electric businesses expand our energy footprint and provide potential future natural gas expansion and other growth opportunities.
4
Long-term Sustained Performance
We have been achieving continued earnings growth over the last ten years as we have been making new investments, for future growth.
Compound Average Annual EPS Growth*:
1 Year : 5.1%
5 Years: 10.8%
10 Years: 7.8% Average ROE*:
1 Year : 11.6%
5 Years: 11.4%
10 Years: 12.0%
*For the periods ended December 31, 2011
$3.50 16.0%
$3.00 14.0%
12.0%
$2.50
10.0%
EPS $2.00
8.0% ROE
Diluted $1.50
6.0%
$1.00
4.0%
$0.50 2.0%
$- 0.0%
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Diluted EPS ROE
5
2011 Delmarva Natural Gas Distribution Overview
Serve nearly 54,000 customers in Delaware and Maryland The Delaware Division serves southern New Castle County and is the only natural gas distribution system serving Kent and Sussex Counties in Delaware The Maryland Division operates the only natural gas distribution system, with the exception of one municipal system, on Marylands Eastern Shore Continued growth fueled by commercial and industrial customer conversions and supplemented by residential customer growth Added 20 large commercial and industrial customers since July 2010 with estimated annual gross margin of $2.1 million
Operating Income
(in thousands) Growth 70%
$9,606 $9,356 $9,962 $10,649
$8,027
$6,246
2006 2007 2008 2009 2010 2011
Capital Expenditures
(in thousands) Growth 70%
$16,998
$11,891
$9,468 $8,720 $9,241 $10,065
2007 2008 2009 2010 2011 2012 Budget
6
2011 Delmarva Natural Gas Distribution Customer Growth
60,000
52,863 53,948
51,889
50,000 48,487 50,663 5,172 5,225 5,268
5,093
5,002
Count 40,000
Customer 30,000
43,485 45,570 46,717 47,638 48,680
Average 20,000
10,000
0
2007 2008 2009 2010 2011
Residential Commercial and Industrial
Margin growth is being driven by commercial and industrial growth
Delmarva Natural Gas Distribution has generated an average annual customer growth rate of 3.5% or about 1,700 customers per year since 2006
Residential customer growth for 2011 was 2%
Annualized margin from large commercial and industrial customers added in 2011 equates to approximately 3,700 residential customers
Average annual Equivalent Residential Customer1 growth is approximately 9.9% in 2011
Signed agreements to provide natural gas service to an existing industrial customer at two of its facilities in southern Delaware commencing in the first half of 2012
Additional annualized gross margin equal to approximately 415 residential customers
The expansion of our systems positions us to further extend our natural gas distribution and transmission infrastructure to serve other new customers
1An Equivalent Residential Customer is defined as the number of residential customers that would have to be served to generate the same margin value as the commercial and industrial customers added.
7
2011 Natural Gas Transmission Growth
Eastern Shore Natural Gas
Owns and operates 402 miles of natural gas pipeline
Expansions over the last 10 years extended natural gas service to Eastern Sussex County, Delaware
New expansion projects and transportation services generated $3.0 million in additional gross margin in 2011
Peninsula Pipeline Company
Owns and operates a eight-mile pipeline located in Suwanee County, Florida
Year-End Pipeline Capacity
(dekatherms in thousands) Growth 40%
221.8
205.0 206.4
166.8 172.9
158.5
2006 2007 2008 2009 2010 2011
Operating Income
(in thousands) Growth 40%
$14,211
$11,743 $12,449 $12,483
$10,367
$8,721
2006 2007 2008 2009 2010 2011
Capital Expenditures
(in thousands)
$40,316
$19,661
$13,114
$7,906 $10,461 $8,888
2007 2008 2009 2010 2011 2012 Budget
8
Future Delmarva Regulated Energy Opportunities
Reaching the Beach; natural gas system now serving Lewes, Delaware
Extension complete in December 2011
Anchored by two large customers, whose fuel requirements are equivalent to 1,000 residential customers
Provides the foundation for future growth in this area
New system expansions to serve southern Eastern Sussex County and then Worcester County, Maryland
Service to two new facilities in southern Delaware of an existing distribution customer during the second quarter of 2012
Annual gross margin equivalent of 415 residential customers
Natural gas distribution service is expected to initiate in the third quarter of 2012 to Worchester County
Provides the foundation for future growth in these areas Additional commercial and industrial customer conversion opportunities System expansion to serve Cecil County to be completed in the third quarter of 2012 Finalizing the Delaware alternative rate design application for filing with the Delaware Public Service Commission most likely in the second quarter of 2012 Firm natural gas transportation service to NRG Energy Center Dover LLC (NRG) on or before December 31, 2013
9
2011 Florida Regulated Energy Distribution Overview
Natural Gas Distribution
Serves nearly 68,000 customers in 20 counties in Florida
Includes Chesapeakes Florida division, FPUs natural gas operation acquired in October 2009 and FPUs Indiantown division acquired in August 2010
Electric Distribution
Serves nearly 31,000 customers in 4 counties in northeast and northwest Florida
Acquired in October 2009
Average Customer Count
100,000
13,636 13,690 13,849
80,000
60,000
40,000 83,374 84,643 85,123
20,000 1,067 1,098 1,147
12,663 13,267 13,373
0
2006 2007 2008 2009 2010 2011
Residential Commercial and Industrial
Operating Income
(in thousands)
$21,063 $19,344
$3,626 $3,415 $3,384 $5,094
2006 2007 2008 2009 2010 2011
Capital Expenditures
(in thousands)
$18,566
$12,953 $13,926
$5,458 $5,343
$3,289
2007 2008 2009 2010 2011 2012 Budget
10
2011 Florida Regulated Energy Growth and Future Opportunities
2011 Results
$771,000 in additional gross margin as a result of 2% growth in commercial and industrial customers
$377,000 of additional gross margin from Indiantown acquisition
Future Growth Opportunities
New commercial and industrial customers
Natural gas expansion to serve new areas of the state
Expansion of the natural gas transmission and distribution systems to Nassau County, Florida, is underway
Small industrial based electric generation opportunities
Proposed bare steel pipeline replacement program including return on investment
FLORIDA NATURAL GAS & ELECTRIC PRESENCE
ELETRIC
NATURAL GAS
NATURAL GAS AND ELECTRIC
11
Unregulated Energy Overview
Executing in all three areas
Organic Growth
Acquisitions
Efficiencies and Performance Improvements
Successful propane start-ups in Maryland and Pennsylvania
Growth in our CGS systems added 331 customers in 2011 New wholesale terminal in Florida Record results for the wholesale division Successful marketing programs
Purchased the operating assets of Crescent Propane in December of 2011 included approximately 800 customers in north central Florida Purchased the operating assets of Barefoot Bay in February of 2012 included 380 customers in the Vero Beach, Florida, area
New propane manager hired in Florida
Migrating to one billing system for all propane operations Routing efficiencies
12
Propane Distribution and Marketing
Strong performance from all three business units
Operating Income
(in thousands) Growth 167%
$6,767
$5,563 $5,584
$4,498
$2,534 $1,840
2006 2007 2008 2009 2010 2011
Propane Distribution Gallons Sold
(in thousands)
39,807 37,387
29,785 27,956 32,546
24,243
2006 2007 2008 2009 2010 2011
Propane Distribution Customers
48,680 48,100 48,824
33,282 34,143 34,981
2006 2007 2008 2009 2010 2011
13
Natural Gas Marketing
Building on its foundation
Key 2011 Accomplishments
Achieved 24 percent customer growth
2011 customers: 3,096
2010 customers: 2,497
Growth in Florida:
Organic Growth
Currently supply three of the largest customers on FPUs system, 3.0 million therms annually
Growth on Delmarva:
Organic Growth
Initiated service in the state of Maryland
Successfully growing the business and managing the bad debt risk:
2009: $362,0000.630% of revenue
2010: $118,0000.212% of revenue
2011: $51,0000.096% of revenue
Sales Volumes (in Dekatherms)
1,236,079 , 10%
11,324,032 , 90%
14
Future Unregulated Energy Opportunities
Expanding Our Footprint
Continued growth via start-ups Growth in propane wholesale business Expansion of CGS into other markets
Continuing to design a variety of programs based on our customers needs and preferences Natural gas supply and asset management opportunities in new areas Potential compressed natural gas projects Evaluating potential projects involving compression and transportation of biogas from landfills to pipelines or gas distribution systems
Sharp Energy CGS
8,000
6,000 6,800 6,700
5,800
usands 4,000
Tho 4,200
2,000
0
2006 2011
Active Completed, Under Contract or Under ConstructionFuture Service Opportunity
Expansion into Poconos
Expansion into Cecil County
Propane Service Territory
District Officers
15
Advanced Information Services
Core is Strong; TM Launch Successfully Underway
2011 Accomplishments
Core
Managed services continues to grow
BI Practice also continues to grow
Opportunities for Application Evolution continue to surface
Evolution was spun out from profitzoom
TM
Three implementations complete
Two other executed contracts with implementations in the first half of 2012
Other proposals under consideration by potential customers
Total investment in BravePoint as of 12/31/11: $3.1 million
$ $ $ $ $ $ $
- $ 20,000 40,000 60,000 80,000 100,000 120,000 140,000 Sep-08 Nov-08 Jan-09 Mar-09 May-09
Jul-09 Monthly
Sep-09 Nov-09 Jan-10
Mar-10 Managed
May-10 Jul-10
Sep-10 Services
Nov-10 Jan-11 Mar-11 Growth May-11 Jul-11 Sep-11 Nov-11
Operating Income
$2,000,000(in thousands) $1,850,678
$1,500,000
$1,000,000 $835,981 $754,584 $759,368
$500,000
$0 $(229,321) $(269,934)
-$500,000
2007 2008 2009 2010 2011 Cumulative
16
Our Performance Relative to Our Peers
Peer ROE vs. Capital Expenditures Performance Quadrant
2009-2011 (1/1/09 12/31/11)
18%
High Returns/Low Investment High Returns/High Investment
16%
14%
CPK
ROE 12%
Average 10%
hted 8%
Weig 6%
4%
2%
Low Returns/Low Investment Low Returns/High Investment
0%
0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28%
Capital Expenditures/Total Capitalization
Data Source: Bloomberg
From 2008-2011, we invested more than $118 million to grow our businesses
The returns earned in our unregulated businesses coupled with our returns achieved in our regulated businesses has enabled us to achieve consolidated returns greater than regulatory commissions allow
We will continue to focus on maximizing returns in our existing businesses while investing capital in new opportunities
Budgeted $88.5 million for capital expenditures for 2012
Expansion projects are driving the increase in 2012 capital expenditures in excess of 2011s level
17
2011 Financial Results
Growth is Driving Our Performance
Long-term Sustainable Growth
For the twelve months ended December 31,
(in thousands except per share amounts)
2011 2010 Change
Operating Income
Regulated Energy $ 44,204 $ 43,509 $ 695
Unregulated Energy 9,326 7,908 1,418
Other 175 513(338)
Total Operating Income 53,705 51,930 1,775
Other Income Net of Taxes 906 195 711
Interest Charges 9,000 9,146(146)
Income Before Taxes 45,611 42,979 2,632
Income Taxes 17,989 16,923 1,066
Net Income $ 27,622 $ 26,056 $ 1,566
Diluted Earnings Per Share $ 2.87 $ 2.73 $ 0.14
Business Highlights
Chesapeake generated strong earnings growth that offset warmer weather.
Net Income of $27.6 million compared to $26.1 million
Earnings Per Share of $2.87 compared to $2.73
Growth in the energy businesses overcame lower energy consumption, as a result of warmer temperatures:
Continued growth and expansion of the natural gas distribution systems
Natural gas transmission growth from new services
Higher retail margins per gallon from the propane operations
Non-recurring items also contributed to the Companys increased earnings
18
Reconciliation of 12/31/2011 Performance
(in thousands, except share and per share amounts)
Pre-tax Weighted Diluted
Income Net Income Shares O/S EPS
2010 Reported Results $ 42,979 $ 26,056 9,582,374 $ 2.73
Increased Margins:
Eastern Shore TETCO expansion 2,028 1,184 9,582,374 0.12
Eastern Shore other new transportation services, net of decontracting 886 518 9,582,374 0.05
Eastern Shore increase in rates 409 239 9,582,374 0.02
Delmarva NG large commercial/industrial growth 1,162 690 9,582,374 0.07
Delmarva NG residential growth 429 255 9,582,374 0.03
Florida NG growth, including Indiantown acquisition in August 2010 771 474 9,582,374 0.05
Propane distribution margin per gallon increase 2,248 1,381 9,582,374 0.14
Lower energy consumption, due primarily to warmer temperatures(5,233)(3,168) 9,582,374(0.33)
2,700 1,573 9,582,374 0.15
Increased Other Expenses:
Increased depreciation/asset removal costs from regulated assets(1,232)(732) 9,582,374(0.08)
Eastern Shore pipeline integrity costs(403)(239) 9,582,374(0.02)
Increased vehicle fuel costs(621)(376) 9,582,374(0.04)
Additional legal costs as a result of an electric franchise dispute(537)(330) 9,582,374(0.03)
(2,793)(1,677) 9,582,374(0.17)
Unusual Items:
Florida regulatory reserve 1,500 921 9,582,374 0.10
Sales and gross receipts taxes 959 589 9,582,374 0.06
Absence of merger-related costs in 2011 660 395 9,582,374 0.04
Proceeds from litigation settlement with a major propane supplier 575 342 9,582,374 0.04
Gain from the sale of Internet Protocol address asset 553 331 9,582,374 0.03
Severance and pension settlement charges(1,284)(777) 9,582,374(0.08)
BravePoints decline in operating income due to a new product launch(858)(527) 9,582,374(0.05)
Absence of reserve for propane litigation settlement 460 283 9,582,374 0.03
2,565 1,557 9,582,374 0.17
Net other changes: 160 98 9,582,374 0.01
Subtotal 45,611 27,607 9,582,374 2.89
Tax rate adjustment 15 9,582,374 0.00
Weighted average share adjustment 9,651,058(0.02)
2011 Reported Results $ 45,611 $ 27,622 9,651,058 $ 2.87
Based upon adjusted EPS, year-to-date earnings growth is 5.4%.
2011 2010
Diluted EPS $ 2.87 $ 2.73
Less: Amortization of Premium and
Transition/Transaction Costs(0.15)(0.15)
Adjusted EPS after Amortization $ 2.72 $ 2.58
19
Our Long-Term Performance
Capital Expenditures
$90,000 $88,500
$80,000
$70,000
$60,000 $46,955 $44,432
Thousands $50,000
$40,000 $30,142 $30,844 $26,294
$30,000
$20,000
$10,000
$-
2007 2008 2009 2010 2011 2012 Budget
Natural Gas Distribution Natural Gas Transmission Propane Electric Advanced Information Services and Other
Capital Expenditures
We have invested approximately $179 million over the last 5 years
We are budgeted to invest $88.5 million in capital expenditures in 2012
We target to invest approximately $55 million in projects that meet or exceed our hurdle rates with the objective of sustaining the earnings growth rate
Consistent Returns
While making these investments and acquiring FPU, we have maintained ROEs between 11.2-11.6%
We have generated consistent returns despite pressure on the regulated side to reduce allowable returns
5 year average ROE ending 2011 was 11.4%
Net Income & Diluted EPS
$2.73 $2.87
$2.15 $27,622
$1.76 $1.949 $1.98 $26,056
$15,897
$13,218 $13,607
$10,748
2006 2007 2008 2009 2010 2011
Net Income from Continuing Operations (in thousands) Diluted EPS
Record EPS for 5th Consecutive Year
2011 growth in diluted EPS of 5.1%
Cumulative 5-year growth in diluted EPS of 63.1%
5 year annual growth rate in EPS of more than 10%
15% Return on Equity
13%
11%
9% 11.5% 11.2% 11.2% 11.6% 11.6%
7%
5%
3%
1%
2007 2008 2009 2010 2011
20
Total Capitalization
We are strongly capitalized, enabling us to make the capital investments to continue to capture new growth.
Shareholders Equity Long-Term Debt Short-Term Debt
(in thousands)
$400,000
$34,707
$350,000 $30,023 $63,958
$300,000 $118,841
$134,113 $98,858
$250,000
$33,000
$200,000 $45,664
$93,078
$150,000 $70,912
$226,239 $240,780
$100,000 $209,781
$50,000 $119,576 $123,073
$0
2007 2008 2009 2010 2011
Equity/Permanent Capitalization 62.8% 56.9% 61.0% 69.6% 67.0%
Equity/Total Capitalization 50.6% 49.4% 56.1% 58.2% 61.1%
*$29.1 million of FPUs long-term debt was redeemed and was temporarily financed with short-term debt. This short-term debt was refinanced with CPK unsecured senior debt in 2011
21
Our Dividend
Chesapeake has paid a dividend for 51 50 consecutive years
We have increased our dividend over 4.5% (on an annualized basis) in each of the last two years
Over the last five years, our annual earnings growth of 9.6% has exceeded our compound average annual dividend growth of 3.5%
2011 dividend payout ratio was approximately 48%
We are committed to dividend growth that is supported by earnings growth.
5 year CAGR Dividend Growth = 3.5%
Dividend Payout Ratio
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
$1.16
$1.18
$1.22
$1.26
$1.32
$1.38
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00
2006
2007
2008
2009
2010
2011
Annualized Dividend PerShare
Dividend Payout Ratio
Annualized Dividend
* Future dividends are at the discretion of the Board and are based upon a number of factors, including achieved and expected earnings growth.
22
Delivered Results for Our Shareholders
Over the long-term, our shareholders have earned over 11% annually on their Chesapeake investment.
Average Annual Shareholder Return
(Investment of $10,000 at the beginning of the period)
15.43%
12.71%
11.26% 11.94%
7.91%
1 Year 3 Years 5 Years 10 Years 19 Years*
*Represents time stock has been traded on NYSE
23
Delivered Results for Our Shareholders
If an investor made an initial investment of $10,000 in 1992, that investment would represent a value of over $85,000 today.
Total Shareholder Return
(Investment of $10,000 at the beginning of the period) $85,191
$58,371
$27,918 $33,085
$15,476 $15,378 $16,105 $17,046
3 Years 5 Years 10 Years 19 Years*
Industry Peer Group Median CPK
*Represents time stock has been traded on NYSE.
24
Continuing to drive shareholder value
We have delivered results to our shareholders and aspire to new opportunities every day.
OUR TRACK RECORD OPPORTUNITIES FOR GROWTH OUR TEAM
Over the last ten years we We continue to see opportunities We are continuing to
have been aggressively for growth and are aggressively strengthen our team.
growing and creating trying to develop those
shareholder value. opportunities.
ENGAGEMENT STRATEGIC PLANNING PROCESS FINANCIAL DISCIPLINE
We are continuing to focus on We are continuing to employ our We are continuing to be
employee, customer and strategic planning process that financially disciplined.
community engagement. challenges us to think bigger or
larger.
25
Thank you.
Questions?
Michael P. McMasters Beth W. Cooper
Senior Vice President and Chief
President and Chief Executive Officer Financial Officer
Appendices
A-1
Business Structure
Chesapeake Utilities Corporation
Regulated Energy
Natural Gas Distribution
Chesapeake Utilities Central Florida Gas
Florida Public Utilities Company
Natural Gas Transmission
Eastern Shore Natural Gas Company Peninsula Pipeline Company, Inc.
Electric Distribution
Florida Public Utilities Company
Unregulated Energy Propane Distribution
Sharp Energy, Inc. Sharpgas, Inc.
Florida Public Utilities Company
Flo-Gas Corporation
Propane Wholesale Marketing
Xeron, Inc.
Natural Gas Marketing
Peninsula Energy Services Company, Inc.
Other
Advanced Information Services
BravePoint, Inc.
Intercompany Real Estate and Other
Skipjack, Inc.
Eastern Shore Real Estate, Inc. Chesapeake Investment Company
A-2
Geography Diversity
2011 Investment by Region
as of 12/31/11 Other, 2.9%
Florida,
41.6% Delmarva,
55.5%
2011 Margin by Region
Other, 4.0%
Florida, Delmarva,
48.3% 47.7%
We have sizable operations in two different geographic areas on the Delmarva
Peninsula and in Florida. This has created weather, customer, economic and regulatory diversification.
A-3
Our Foundation
We are continuing to grow earnings from a stable utility foundation.
We are continuing to invest in related businesses and services.
We are continuing to seek opportunities to generate returns greater than traditional regulated returns.
Our Team
Management team is diverse and committed to success
Employees challenge each other, work well together as a team and care about each other, our customers and the communities we serve
Mixture of long-term employees and employees with experience at other energy and utility companies
Board is made up of experienced professionals with diverse backgrounds
Our Strategic Planning Process
Integrated process that includes the entire leadership team
Pursuit of goals that cannot be achieved by continuing status quo
We look 5 years out to identify opportunities to grow at rates 5 to 10 times industry averages
We look hard at how we are providing service to our customers, managing our resources, and growing our business
Our Financial Discipline
Establishment and pursuit of target returns to achieve long-term earnings growth
Diligent capital investment evaluation process
Targeted capital structure and dividend policy
Risk management
A-4
Our Strategic Planning Process
Leadership Vision & Branding
Empowering
& Engaging our Team
Connecting with our Customers
Engaging our Communities & Government
Long-Term Sustainable Growth
Strategic Plan Components
A-5
ESNG Rate Case Settlement
Key Events
Eastern Shore filed a base rate case with the FERC on December 30, 2010
The parties reached an agreement in principle related to the settlement of the rate case
Eastern Shore filed the settlement agreement with the FERC on November 7, 2011
FERC approved the rate case settlement on January 24, 2012
Net Impact of the Settlement
Annual
Revenue Impact
July 2011 Rate Increase $805,000
15,000 dts of Receipt Point Service increase on $1,380,204(1)
11-01-2011
Receipt Point Rate Reduction from $7.6678 to($1,380,204)(2)
$4.3816
5,000 dts of Receipt Point Service increase on $262,896
11-01-2012
1. Chesapeake previously disclosed that the phase-in of the TETCO capacity from 20,000 to 35,000 dts on November 1, 2011 would increase annual margin from $2.4 million to $3.9 million.
2. The proposed rate reduction offsets the gain (shown in (1)) that would have been experienced with the 15,000 dt increase in service.
A-6
Expanded Delmarva Natural Gas Service Map
A-77
Cecil County Expansion
A-8
Worchester County Expansion
A-9
Approval of Recovery of Acquisition Premium and Merger-Related Costs
Chesapeake requested the recovery of approximately $34.2 million in acquisition premium and $2.2 million in merger-related costs Chesapeake had to satisfy the PSCs five-factor test In January of 2012, the Public Service Commission approved recovery of the acquisition premium and merger-related costs. As a result of the approval:
We will be able to include the acquisition premium and merger-related costs in our cost and investment, when determining our rates for service
Amortization expense will be recorded and also included in the calculation of our rates
Acquisition premium amortized over 30 years Merger-related costs amortized over 5 years
Amortization expense of :
$2.4 million annually ($1.4 million, net of tax in 2012 and 2013)
$2.3 million ($1.4 million, net of tax in 2014)
$1.8 million ($1.1 million, net of tax annually thereafter until 2039)
Longer-term, the inclusion of the acquisition premium in the Companys rate base and the recovery of the acquisition premium and merger-related costs through amortization expense, will increase the Companys earnings and cash flows above the levels that would have otherwise been achieved
No recovery would have meant lower earnings.
A-10
2011 Florida Merger Benefits
Customer Experience initiative setting service quality standards: 70% reduction in pre-merger PSC complaints Customer satisfaction ratings are above industry norm and improving Process re-engineering is on-going Synergies to support the come-back filing were achieved; O&M costs per customer continue to trend down Aggressive gg sales and marketing efforts are capturing growth in commercial markets Chesapeakes strategic planning process is harvesting new growth opportunities, i.e., Nassau County Greater focus on propane operations and potential for expansion throughout the state Restructuring propane rates contributing to increased propane margins
FLORIDA NATURAL GAS & ELECTRIC PRESENCE
ELECTRIC
NATURAL GAS
NATURAL GAS AND ELECTRIC
A-11