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[8-K] Chesapeake Utilities Reports Material Event

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TL;DR – Revenue up, operating margins down; net profit driven by tax credit.

Top-line growth in RNG (+29%) and station services (+20%) underscores demand and OPAL’s execution. However, gross margin improvement failed to offset higher SG&A, start-up spend and a 28% jump in financing costs tied to the incremental $40 m term-loan draw. The company swung to operating loss and would have posted a net loss without the $13.7 m tax benefit, highlighting core earnings weakness. Positive operating cash flow and reduced capex improved liquidity, but leverage rose to ~3.7× annualized EBITDA (my est.). Investors will watch Renewable Power recovery, further capital needs for Sunoma/CMS builds and the sustainability of tax benefits.

TL;DR – Strong RNG volume growth; power segment headwinds persist.

OPAL’s fuel-focused strategy is paying off: RNG and CNG station revenue now 90% of sales. The CMS RNG JV adds scale and optionality. Yet Renewable Power sales fell 32% on weaker electricity prices, exposing commodity risk. Environmental credit revenue (LCFS/RIN) remains >55% of total, so policy volatility is a key risk noted in MD&A. With 39 take-or-pay fuel contracts and long-term PPAs, cash-flow visibility is improving, but execution on pipeline projects and cost control will dictate margin recovery.

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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): August 7, 2025
  
CHESAPEAKE UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-11590 51-0064146
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Energy Lane, Dover, DE 19901
(Address of principal executive offices, including Zip Code)
(302) 734-6799
(Registrant's Telephone Number, including Area Code)
 
(Former name, former address and former fiscal year, if changed since last report.)
 
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - par value per share $0.4867CPKNew York Stock Exchange, Inc.

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))
 
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.


Item 2.02. Results of Operations and Financial Condition.
On August 7, 2025, Chesapeake Utilities Corporation issued a press release announcing its financial results for the quarter and the six months ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.    
On August 7, 2025, Chesapeake Utilities Corporation posted a presentation that will be used during its conference call on August 8, 2025, to discuss the Company’s financial results for the quarter and the six months ended June 30, 2025, on its website (www.chpk.com) under the “Investors” section. This presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits.
Exhibit 99.1 - Press Release of Chesapeake Utilities Corporation, dated August 7, 2025.
Exhibit 99.2 - Second Quarter 2025 Earnings Call Presentation.

SIGNATURE
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
/s/ Beth W. Cooper
Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Corporate Secretary
Date: August 7, 2025



Chesapeake Utils Corp

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Utilities - Regulated Gas
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