UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended: December 31, 2019
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
001-11590
Chesapeake Utilities Corporation
(Exact name of registrant as specified in its charter)
State of Delaware | 51-0064146 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
909 Silver Lake Boulevard, Dover, Delaware 19904
(Address of principal executive offices, including zip code)
302-734-6799
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock-par value per share $0.4867 | CPK | New York Stock Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2
of the Exchange Act.Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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.
☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). Yes ☐
No ☒
The aggregate market value of the common shares held by
non-affiliates
of Chesapeake Utilities Corporation as of June 30, 2019, the last business day of its most recently completed second fiscal quarter, based on the last sale price on that date, as reported by the New York Stock Exchange, was approximately $1.5 billion.The number of shares of Chesapeake Utilities Corporation’s common stock outstanding as of February 20, 2020 was 16,407,017.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference in Part II and Part III, which Proxy Statement shall be filed with the Securities and Exchange Commission within 120 days after the end of registrant’s fiscal year ended December 31, 2019.
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-K/A
(this “Amendment”) to Chesapeake Utilities Corporation’s Annual Report on Form10-K
for the fiscal year ended December 31, 2019 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission on February 26, 2020 (the “Original Filing Date”), is being filed for the sole purpose of amending the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include Exhibit 4.12, Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, which was not included in the Original Filing, and to amend the descriptions of Exhibits 4.10 and 4.11.Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.
Pursuant to Rule
12b-15
of the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of RegulationS-K,
paragraphs 3, 4, and 5 of the certifications have been omitted.PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
The following documents are filed as part of this report:
(a)(1) All of the financial statements, reports and notes to the financial statements included in Item 8 of Part II of this Annual Report on Form
10-K.
(1)
(a)(2) Schedule
II-Valuation
and Qualifying Accounts.(1)
(a)(3) The Exhibits below.
• Exhibit 4.2 | Note Agreement dated October 31, 2008, among Chesapeake Utilities Corporation, as issuer, General American Life Insurance Company and New England Life Insurance Company, relating to the private placement of Chesapeake Utilities Corporation’s 5.93% Senior Notes due 2023.† | |||
• Exhibit 4.3 | Note Agreement dated June 29, 2010, among Chesapeake Utilities Corporation, as issuer, Metropolitan Life Insurance Company and New England Life Insurance Company, relating to the private placement of Chesapeake Utilities Corporation’s 5.68% Senior Notes due 2026 and Chesapeake Utilities Corporation’s 6.43% Senior Notes due 2028.† | |||
• Exhibit 4.4 | Note Agreement dated September 5, 2013, among Chesapeake Utilities Corporation, as issuer, and certain note holders, relating to the private placement of Chesapeake Utilities Corporation’s 3.73% Senior Notes due 2028 and Chesapeake Utilities Corporation’s 3.88% Senior Notes due 2029.† | |||
• Exhibit 4.5 | Form of Indenture of Mortgage and Deed of Trust dated September 1, 1942, between Florida Public Utilities Company and the trustee, for the First Mortgage Bonds, is incorporated herein by reference to Exhibit 7-A of Florida Public Utilities Company’s Registration No. 2-6087. | |||
• Exhibit 4.8 | Thirteenth Supplemental Indenture dated June 1, 1992, pursuant to which Florida Public Utilities, on May 1, 1992, privately placed $8,000,000 of its 9.08% First Mortgage Bonds due 2022, is incorporated herein by reference to Exhibit 4 to Florida Public Utilities Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1992. | |||
• Exhibit 4.10 | First Amendment to Private Shelf Agreement dated September 14, 2018, between Chesapeake Utilities Corporation, as issuer, and PGIM, Inc. (formerly known as Prudential Investment Management, Inc.), and other purchasers that may become party thereto, relating to the private placement of Chesapeake Utilities Corporation’s 3.98% Senior Notes due 2039 and 3.0% Senior Notes due 2035. † |
• Exhibit 4.11 | Master Note Agreement dated March 2, 2017, as subsequently amended on November 15, 2018, among Chesapeake Utilities Corporation, as issuer, NYL Investors LLC, and other certain note holders that may become party thereto from time to time relating to the private placement of Chesapeake Utilities Corporation’s 3.48% Senior Notes due 2038, Chesapeake Utilities Corporation’s 3.58% Senior Notes due 2038, and Chesapeake Utilities Corporation’s 2.96% Senior Notes due 2035. † | |||
• Exhibit 101.INS XBRL Instance Document. (2) | ||||
• Exhibit 101.SCH XBRL Taxonomy Extension Schema Document. (2) | ||||
• Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (2) | ||||
• Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (2) | ||||
• Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (2) | ||||
• Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (2) | ||||
• Exhibit 104 Cover Page Interactive Data File—formatted in Inline XBRL and contained in Exhibit 101. |
* | Management contract or compensatory plan or agreement. |
† | These agreements have not been filed herewith pursuant to Item 601(b)(4) of Regulation S-K under the Securities Act of 1933, as amended. We hereby agree to furnish copies to the SEC upon request. |
(1) | Previously filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and filed with the Securities and Exchange Commission on February 26, 2020, File No. 001-11590. |
(2) | Previously furnished as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and filed with the Securities and Exchange Commission on February 26, 2020, File No. 001-11590. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, Chesapeake Utilities Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Chesapeake Utilities Corporation | ||
By: | /s/ Jeffry M. Householder | |
Jeffry M. Householder | ||
President, Chief Executive Officer and Director | ||
June 26, 2020 |