Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 22, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 1-6659 | |
Entity Registrant Name | ESSENTIAL UTILITIES, INC. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-1702594 | |
Entity Address, Address Line One | 762 W. Lancaster Avenue | |
Entity Address, City or Town | Bryn Mawr | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19010 -3489 | |
City Area Code | 610 | |
Local Phone Number | 527-8000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 245,643,343 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000078128 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common stock, $0.50 par value | |
Trading Symbol | WTRG | |
Security Exchange Name | NYSE | |
Tangible Equity Units [Member] | ||
Title of 12(b) Security | 6.00% Tangible Equity Units | |
Trading Symbol | WTRU | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Property, plant and equipment, at cost | $ 11,771,225 | $ 11,620,019 |
Less: accumulated depreciation | 2,201,890 | 2,107,142 |
Net property, plant and equipment | 9,569,335 | 9,512,877 |
Current assets: | ||
Cash and cash equivalents | 18,046 | 4,827 |
Accounts receivable, net | 168,464 | 154,775 |
Unbilled revenues | 84,700 | 118,538 |
Inventory - materials and supplies | 24,092 | 21,669 |
Inventory - gas stored | 10,730 | 36,732 |
Prepayments and other current assets | 33,547 | 38,594 |
Regulatory assets | 8,530 | 5,085 |
Total current assets | 348,109 | 380,220 |
Regulatory assets | 1,409,022 | 1,362,788 |
Deferred charges and other assets, net | 87,777 | 56,002 |
Funds restricted for construction activity | 1,268 | 1,268 |
Goodwill | 2,340,905 | 2,324,547 |
Operating lease right-of-use assets | 58,513 | 60,334 |
Intangible assets | 6,986 | 7,241 |
Total assets | 13,821,915 | 13,705,277 |
Stockholders' equity: | ||
Common stock at $0.50 par value, authorized 600,000,000 shares, issued 248,882,867 and 248,571,355 as of March 31, 2021 and December 31, 2020 | 124,441 | 124,285 |
Capital in excess of par value | 3,386,376 | 3,379,057 |
Retained earnings | 1,383,857 | 1,261,862 |
Treasury stock, at cost, 3,251,478 and 3,180,887 shares as of March 31, 2021 and December 31, 2020 | (84,333) | (81,327) |
Total stockholders' equity | 4,810,341 | 4,683,877 |
Long-term debt, excluding current portion | 5,585,245 | 5,545,890 |
Less: debt issuance costs | 37,309 | 38,146 |
Long-term debt, excluding current portion, net of debt issuance costs | 5,547,936 | 5,507,744 |
Commitments and contingencies (See Note 14) | ||
Current liabilities: | ||
Current portion of long-term debt | 80,351 | 84,353 |
Loans payable | 74,893 | 78,198 |
Accounts payable | 121,593 | 177,489 |
Book overdraft | 44,003 | |
Accrued interest | 65,286 | 39,408 |
Accrued taxes | 38,365 | 37,172 |
Regulatory liabilities | 14,662 | 19,866 |
Other accrued liabilities | 108,244 | 123,384 |
Total current liabilities | 503,394 | 603,873 |
Deferred credits and other liabilities: | ||
Deferred income taxes and investment tax credits | 1,310,000 | 1,258,098 |
Customers' advances for construction | 102,830 | 99,014 |
Regulatory liabilities | 784,151 | 773,310 |
Asset retirement obligations | 1,348 | 1,336 |
Operating lease liabilities | 53,542 | 55,642 |
Pension and other postretirement benefit liabilities | 83,306 | 91,896 |
Other | 46,310 | 56,713 |
Total deferred credits and other liabilities | 2,381,487 | 2,336,009 |
Contributions in aid of construction | 578,757 | 573,774 |
Total liabilities and equity | $ 13,821,915 | $ 13,705,277 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.50 | $ 0.50 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 248,882,867 | 248,571,355 |
Treasury stock, shares | 3,251,478 | 3,180,887 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Consolidated Statements Of Operations And Comprehensive Income [Abstract] | ||
Operating revenues | $ 583,565 | $ 255,585 |
Operating expenses: | ||
Operations and maintenance | 125,075 | 106,637 |
Purchased gas | 132,153 | 12,770 |
Depreciation | 71,637 | 45,566 |
Amortization | 1,307 | 679 |
Taxes other than income taxes | 21,041 | 16,436 |
Total operating expenses | 351,213 | 182,088 |
Operating income | 232,352 | 73,497 |
Other expense (income): | ||
Interest expense | 50,769 | 35,122 |
Interest income | (387) | (5,035) |
Allowance for funds used during construction | (2,934) | (2,948) |
Gain on sale of other assets | (80) | (105) |
Equity loss in joint venture | 127 | |
Other | (3,471) | 1,679 |
Income before income taxes | 188,455 | 44,657 |
Provision for income taxes (benefit) | 4,766 | (7,124) |
Net income | 183,689 | 51,781 |
Comprehensive income | $ 183,689 | $ 51,781 |
Net income per common share: | ||
Basic | $ 0.72 | $ 0.22 |
Diluted | $ 0.72 | $ 0.20 |
Average common shares outstanding during the period: | ||
Basic | 254,565 | 236,122 |
Diluted | 254,969 | 255,054 |
Consolidated Statements Of Capi
Consolidated Statements Of Capitalization - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' equity: | ||
Common stock, $0.50 par value | $ 124,441 | $ 124,285 |
Capital in excess of par value | 3,386,376 | 3,379,057 |
Retained earnings | 1,383,857 | 1,261,862 |
Treasury stock, at cost | (84,333) | (81,327) |
Total stockholders' equity | 4,810,341 | 4,683,877 |
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 3,004,530 | 3,014,280 |
Total long-term debt | 5,665,596 | 5,630,243 |
Current portion of long-term debt | 80,351 | 84,353 |
Long-term debt, excluding current portion | 5,585,245 | 5,545,890 |
Less: debt issuance costs | 37,309 | 38,146 |
Long-term debt, excluding current portion, net of debt issuance costs | 5,547,936 | 5,507,744 |
Total capitalization | 10,358,277 | 10,191,621 |
Long-Term Debt Of Subsidiaries 0.00% To 0.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 2,764 | 2,805 |
Long-Term Debt Of Subsidiaries 1.00% To 1.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 10,061 | 10,260 |
Long-Term Debt Of Subsidiaries 2.00% To 2.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 264,861 | 265,557 |
Long-Term Debt Of Subsidiaries 3.00% To 3.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 1,314,846 | 1,316,872 |
Long-Term Debt Of Subsidiaries 4.00% To 4.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 1,314,127 | 1,315,812 |
Long-Term Debt Of Subsidiaries 5.00% To 5.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 17,610 | 17,804 |
Long-Term Debt Of Subsidiaries 6.00% To 6.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 33,926 | 33,955 |
Long-Term Debt Of Subsidiaries 7.00% To 7.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 29,668 | 29,890 |
Long-Term Debt Of Subsidiaries 8.00% To 8.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 4,267 | 4,425 |
Long-Term Debt Of Subsidiaries 9.00% To 9.99% [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Long-term debt of subsidiaries | 12,400 | 16,900 |
Revolving Credit Agreement, Due 2023 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Notes payable to bank under revolving credit agreement, variable rate, due 2023 | 440,000 | 385,000 |
Amortizing notes at 3.00% due 2022 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Unsecured notes payable | 50,605 | 60,502 |
Notes at 2.704% due 2030 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Unsecured notes payable | 500,000 | 500,000 |
Notes ranging from 3.01% to 3.59% due 2029 through 2050 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Unsecured notes payable | 1,125,000 | 1,125,000 |
Notes at 4.28%, due 2049 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Unsecured notes payable | 500,000 | 500,000 |
Notes ranging from 5.64% to 5.95%, due 2020 through 2034 [Member] | ||
Long-term debt of subsidiaries (substantially collateralized by utility plant): | ||
Unsecured notes payable | $ 45,461 | $ 45,461 |
Consolidated Statements Of Ca_2
Consolidated Statements Of Capitalization (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common stock, par value | $ 0.50 | $ 0.50 |
Revolving Credit Agreement, Due 2023 [Member] | ||
Maturity date | 2023 | 2023 |
Amortizing notes at 3.00% due 2022 [Member] | ||
Interest rate | 3.00% | 3.00% |
Maturity date | 2022 | 2022 |
Notes at 2.704% due 2030 [Member] | ||
Interest rate | 2.704% | 2.704% |
Maturity date | 2030 | 2030 |
Notes at 3.01% due 2029 [Member] | ||
Interest rate | 3.01% | 3.01% |
Maturity date | 2029 | 2029 |
Notes at 3.59% due 2041 [Member] | ||
Interest rate | 3.59% | 3.59% |
Maturity date | 2050 | 2050 |
Notes at 4.28%, due 2049 [Member] | ||
Interest rate | 4.28% | 4.28% |
Maturity date | 2049 | 2049 |
Notes at 5.64% due 2020 [Member] | ||
Interest rate | 5.64% | 5.64% |
Maturity date | 2021 | 2021 |
Notes at 5.95% due 2034 [Member] | ||
Interest rate | 5.95% | 5.95% |
Maturity date | 2034 | 2034 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 0.00% To 0.99% [Member] | ||
Interest rate | 0.00% | 0.00% |
Maturity date | 2023 | 2023 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 1.00% To 1.99% [Member] | ||
Interest rate | 1.00% | 1.00% |
Maturity date | 2021 | 2021 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 2.00% To 2.99% [Member] | ||
Interest rate | 2.00% | 2.00% |
Maturity date | 2022 | 2022 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 3.00% To 3.99% [Member] | ||
Interest rate | 3.00% | 3.00% |
Maturity date | 2021 | 2021 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 4.00% To 4.99% [Member] | ||
Interest rate | 4.00% | 4.00% |
Maturity date | 2021 | 2021 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 5.00% To 5.99% [Member] | ||
Interest rate | 5.00% | 5.00% |
Maturity date | 2021 | 2021 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 6.00% To 6.99% [Member] | ||
Interest rate | 6.00% | 6.00% |
Maturity date | 2022 | 2022 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 7.00% To 7.99% [Member] | ||
Interest rate | 7.00% | 7.00% |
Maturity date | 2022 | 2022 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 8.00% To 8.99% [Member] | ||
Interest rate | 8.00% | 8.00% |
Maturity date | 2021 | 2021 |
Minimum [Member] | Long-Term Debt Of Subsidiaries 9.00% To 9.99% [Member] | ||
Interest rate | 9.00% | 9.00% |
Maturity date | 2021 | 2021 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 0.00% To 0.99% [Member] | ||
Interest rate | 0.99% | 0.99% |
Maturity date | 2033 | 2033 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 1.00% To 1.99% [Member] | ||
Interest rate | 1.99% | 1.99% |
Maturity date | 2039 | 2039 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 2.00% To 2.99% [Member] | ||
Interest rate | 2.99% | 2.99% |
Maturity date | 2033 | 2033 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 3.00% To 3.99% [Member] | ||
Interest rate | 3.99% | 3.99% |
Maturity date | 2056 | 2056 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 4.00% To 4.99% [Member] | ||
Interest rate | 4.99% | 4.99% |
Maturity date | 2059 | 2059 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 5.00% To 5.99% [Member] | ||
Interest rate | 5.99% | 5.99% |
Maturity date | 2043 | 2043 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 6.00% To 6.99% [Member] | ||
Interest rate | 6.99% | 6.99% |
Maturity date | 2036 | 2036 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 7.00% To 7.99% [Member] | ||
Interest rate | 7.99% | 7.99% |
Maturity date | 2027 | 2027 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 8.00% To 8.99% [Member] | ||
Interest rate | 8.99% | 8.99% |
Maturity date | 2025 | 2025 |
Maximum [Member] | Long-Term Debt Of Subsidiaries 9.00% To 9.99% [Member] | ||
Interest rate | 9.99% | 9.99% |
Maturity date | 2026 | 2026 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) $ in Thousands | Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2019 | $ 111,935 | $ 2,636,555 | $ 1,210,072 | $ (77,702) | $ 3,880,860 |
Net income | 51,781 | 51,781 | |||
Dividends declared | (52,205) | (52,205) | |||
Issuance of common stock from private placement | 10,831 | 719,304 | 730,135 | ||
Issuance of common stock from stock purchase contracts | 1,168 | (1,168) | |||
Issuance of common stock under dividend reinvestment plan | 43 | 4,019 | 4,062 | ||
Repurchase of stock | (4,339) | (4,339) | |||
Equity compensation plan | 112 | (112) | |||
Exercise of stock options | 28 | 922 | 950 | ||
Stock-based compensation | 2,072 | (147) | 1,925 | ||
Other | (6) | (6) | |||
Balance at Mar. 31, 2020 | 124,117 | 3,361,586 | 1,209,501 | (82,041) | 4,613,163 |
Retained earnings | 1,261,862 | ||||
Balance at Dec. 31, 2020 | 124,285 | 3,379,057 | 1,261,862 | (81,327) | 4,683,877 |
Net income | 183,689 | 183,689 | |||
Dividends declared | (61,520) | (61,520) | |||
Issuance of common stock under dividend reinvestment plan | 49 | 4,112 | 4,161 | ||
Repurchase of stock | (3,262) | (3,262) | |||
Equity compensation plan | 97 | (97) | |||
Exercise of stock options | 10 | 704 | 714 | ||
Stock-based compensation | 2,631 | (174) | 2,457 | ||
Other | (31) | 256 | 225 | ||
Balance at Mar. 31, 2021 | $ 124,441 | $ 3,386,376 | $ 1,383,857 | $ (84,333) | 4,810,341 |
Retained earnings | $ 1,383,857 |
Consolidated Statements Of Eq_2
Consolidated Statements Of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Consolidated Statements Of Equity (Parenthetical) [Abstract] | ||
Dividend declared per common share | $ 0.2507 | $ 0.2343 |
Issuance of common stock from private placement, shares | 21,661,095 | |
Issuance of common stock from stock purchase contracts , shares | 7,182,255 | 2,335,654 |
Issuance of common stock under dividend reinvestment plan, shares | 98,904 | 86,969 |
Repurchase of stock, shares | 76,105 | 81,722 |
Equity compensation plan, shares | 192,407 | 223,495 |
Exercise of stock options, shares | 20,201 | 56,106 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flow - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 183,689 | $ 51,781 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation and amortization | 72,944 | 46,245 |
Deferred income taxes | 19,335 | (18,701) |
Provision for doubtful accounts | 8,921 | 2,204 |
Stock-based compensation | 2,724 | 1,688 |
Gain on sale of utility systems and other assets | (91) | (105) |
Net change in receivables, inventory and prepayments | 30,261 | 22,921 |
Net change in payables, accrued interest, accrued taxes and other accrued liabilities | (53,756) | (7,531) |
Pension and other postretirement benefits contributions | (6,363) | (36) |
Other | (2,183) | (2,945) |
Net cash flows from operating activities | 255,481 | 95,521 |
Cash flows from investing activities: | ||
Property, plant and equipment additions, including the debt component of allowance for funds used during construction of $170 and $873 | (178,009) | (118,734) |
Acquisitions of utility systems, net | (3,446,056) | |
Net proceeds from the sale of other assets | 100 | 160 |
Other | 197 | 28 |
Net cash flows used in investing activities | (177,712) | (3,564,602) |
Cash flows from financing activities: | ||
Customers' advances and contributions in aid of construction | 4,716 | 1,462 |
Repayments of customers' advances | (971) | (1,065) |
Net proceeds of short-term debt | (3,305) | 174,281 |
Proceeds from long-term debt | 85,000 | 801,184 |
Repayments of long-term debt | (46,305) | (11,509) |
Change in cash overdraft position | (44,003) | (10,943) |
Proceeds from issuance of common stock under dividend reinvestment plan | 4,161 | 4,062 |
Proceeds from issuance of common stock from private placement | 730,135 | |
Proceeds from exercised stock options | 714 | 950 |
Repurchase of common stock | (3,262) | (4,339) |
Dividends paid on common stock | (61,520) | (52,205) |
Other | 225 | (6) |
Net cash flows (used in) from financing activities | (64,550) | 1,632,007 |
Net change in cash and cash equivalents | 13,219 | (1,837,074) |
Cash and cash equivalents at beginning of period | 4,827 | 1,868,922 |
Cash and cash equivalents at end of period | 18,046 | 31,848 |
Non-cash investing activities: | ||
Property, plant and equipment additions purchased at the period end, but not yet paid for | 73,014 | 55,881 |
Non-cash customer advances and contributions in aid of construction | $ 8,997 | $ 8,637 |
Consolidated Statements Of Ca_3
Consolidated Statements Of Cash Flow (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Consolidated Statements Of Cash Flow [Abstract] | ||
Debt component of allowance for funds used during construction | $ 170 | $ 873 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | Note 1 – Basis of Presentation The accompanying consolidated balance sheets and statements of capitalization of Essential Utilities, Inc. and subsidiaries (collectively, the “Company”, “we”, “us” or “our”) at March 31, 2021, and the consolidated statements of operations and comprehensive income, of cash flows, and of equity for the three months ended March 31, 2021 and 2020 are unaudited, but reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary to present a fair statement of its consolidated financial position, consolidated changes in equity, consolidated results of operations, and consolidated cash flow for the periods presented. Because they cover interim periods, the statements and related notes to the financial statements do not include all disclosures and notes normally provided in annual financial statements and, therefore, should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for interim periods may not be indicative of the results that may be expected for the entire year. The December 31, 2020 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2020 audited consolidated financial statements but does not include all disclosures and notes normally provided in annual financial statements. The preparation of financial statements often requires the selection of specific accounting methods and policies. Further, significant estimates and judgments may be required in selecting and applying those methods and policies in the recognition of the assets and liabilities in its consolidated balance sheets, the revenues and expenses in its consolidated statements of operations and comprehensive income, and the information that is contained in its summary of significant accounting policies and notes to consolidated financial statements. Making these estimates and judgments requires the analysis of information concerning events that may not yet be complete and of facts and circumstances that may change over time. Accordingly, actual amounts or future results can differ materially from those estimates that the Company includes currently in its consolidated financial statements, summary of significant accounting policies, and notes. In the preparation of these financial statements and related disclosures, we have assessed the impact that the COVID-19 pandemic has had on our estimates, assumptions, forecasts, and accounting policies. Because of the essential nature of our business, we do not believe the COVID-19 pandemic had a material impact on our estimates, assumptions and forecasts used in the preparation of our financial statements, although we continue to monitor this closely. As the COVID-19 pandemic is continuing to evolve, future events and effects related to the COVID-19 pandemic cannot be determined with precision, and actual results could significantly differ from our estimates or forecasts. There have been no changes to the summary of significant accounting policies previously identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 2 – Revenue Recognition The following table presents our revenues disaggregated by major source and customer class: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Water Revenues Wastewater Revenues Natural Gas Revenues Other Revenues Water Revenues Wastewater Revenues Natural Gas Revenues Other Revenues Revenues from contracts with customers: Residential $ 132,856 24,361 214,194 - $ 127,014 $ 22,614 $ 22,900 $ - Commercial 33,188 4,995 41,021 - 35,300 4,451 3,929 - Fire protection 9,045 - - - 8,646 - - - Industrial 6,989 445 957 - 6,942 446 433 - Gas transportation & storage - - 77,803 - - - 9,469 - Other water 10,443 - - - 7,159 - - - Other wastewater - 1,750 - - - 724 - - Other utility - - 9,179 3,826 - - 1,731 3,204 Revenues from contracts with customers 192,521 31,551 343,154 3,826 185,061 28,235 38,462 3,204 Alternative revenue program 409 46 211 - ( 281 ) ( 22 ) 82 - Other and eliminations - - - 11,847 - - - 844 Consolidated $ 192,930 $ 31,597 $ 343,365 $ 15,673 $ 184,780 $ 28,213 $ 38,544 $ 4,048 On March 16, 2020, the Company completed the Peoples Gas Acquisition, which expanded the Company’s regulated utility business, to include natural gas distribution. The natural gas revenues of Peoples are included for the period since the date of the acquisition. Revenues from Contracts with Customers – These revenues are composed of four main categories: water, wastewater, natural gas, and other. Water revenues represent revenues earned for supplying customers with water service. Wastewater revenues represent revenues earned for treating wastewater and releasing it into the environment. Natural gas revenues represent revenues earned for the gas commodity and delivery of natural gas to customers. Other revenues are associated fees that relate to our utility businesses but are not water, wastewater, or natural gas revenues. Refer to the description below for a discussion of the performance obligation for each of these revenue streams. Tariff Revenues – These revenues are categorized by customer class: residential, commercial, fire protection, industrial, gas transportation, other water and other wastewater. The rates that generate these revenues are approved by the respective state utility commission, and revenues are billed cyclically and accrued for when unbilled. The regulated natural gas rates are set and adjusted for increases or decreases in our purchased gas costs through purchased gas adjustment mechanisms. Purchased gas adjustment mechanisms provide us with a means to recover purchased gas costs on an ongoing basis without filing a rate case. Other water and other wastewater revenues consist primarily of fines, penalties, surcharges, and availability lot fees. Our performance obligation for tariff revenues is to provide potable water, wastewater treatment service, or delivery and sale of natural gas to customers. This performance obligation is satisfied over time as the services are rendered. The amounts that the Company has a right to invoice for tariff revenues reflect the right to consideration from the customers in an amount that corresponds directly with the value transferred to the customer for the performance completed to date. Other Utility Revenues – Other utility revenues represent revenues earned primarily from: antenna revenues, which represent fees received from telecommunication operators that have put cellular antennas on our water towers; operation and maintenance and billing contracts, which represent fees earned from municipalities for our operation of their water or wastewater treatment services or performing billing services; fees earned from developers for accessing our water mains; miscellaneous service revenue from gas distribution operations; gas processing and handling revenue; sales of natural gas at market-based rates and contracted fixed prices; sales of gas purchased from third parties; and other gas marketing activities. The performance obligations vary for these revenues, but all are primarily recognized over time as the service is delivered. Alternative Revenue Program: Water / Wastewater Revenues: These revenues represent the difference between the actual billed utility volumetric water and wastewater revenues for Aqua Illinois and the revenues set in the last Aqua Illinois rate case. In accordance with the Illinois Commerce Commission, we recognize revenues based on the target amount established in the last rate case, and then record either a regulatory asset or liability based on the cumulative annual difference between the target and actual, which results in either a payment from customers or a refund due to customers. The cumulative annual difference is either refunded to customers or collected from customers over a nine-month period. Natural Gas Revenues: These revenues represent the weather-normalization adjustment (“WNA”) mechanism in place for our natural gas customers served in Kentucky. The WNA serves to minimize the effects of weather on the Company’s results for its residential and small commercial natural gas customers. This regulatory mechanism adjusts revenues earned for the variance between actual and normal weather and can have either positive (warmer than normal) or negative (colder than normal) effects on revenues. Customer bills are adjusted in the December through April billing months, with rates adjusted for the difference between actual revenues and revenues calculated under this mechanism billed to the customers. These revenue programs represent a contract between the utility and its regulators, not customers, and therefore are not within the scope of the Financial Accounting Standards Board’s (“FASB”) accounting guidance for recognizing revenue from contracts with customers. Other and Eliminations – Other and eliminations consist of our market-based revenues, which comprises: our non-regulated natural gas operations, Aqua Infrastructure and Aqua Resources (described below) and intercompany eliminations for revenue billed between our subsidiaries. Our non-regulated natural gas operations consist of utility service line protection solutions and repair services to households and the operations of gas marketing and production entities. Revenue is recognized and the performance obligation is satisfied over time as the service is delivered. Aqua Infrastructure is the holding company for our former 49 % investment in a joint venture that operated a private pipeline system to supply raw water to natural gas well drilling operations in the Marcellus Shale of north central Pennsylvania. Prior to our October 30, 2020 sale of our investment in joint venture, the joint venture earned revenues through providing non-utility raw water supply services to natural gas drilling companies which enter into water supply contracts. The performance obligation was to deliver non-potable water to the joint venture’s customers. Aqua Infrastructure’s share of the revenues recognized by the joint venture was reflected, net, in equity earnings in joint venture on our consolidated statements of operations and comprehensive income. Aqua Resources earned revenues by providing non-regulated water and wastewater services through an operating and maintenance contract which concluded in 2020, and continues to earn revenue through third party water and sewer service line protection and repair services. The performance obligations were performing agreed upon contract services to operate the water and wastewater system or allowing the use of our logo to a third-party water and sewer service line repair. Revenues are primarily recognized over time as service is delivered. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Acquisitions | Note 3 – Acquisitions Peoples Gas Acquisition On March 16, 2020 (the “Closing Date”), the Company completed the acquisition of Peoples Natural Gas (the “Peoples Gas Acquisition”), which expanded the Company’s regulated utility business to include natural gas distribution, serving approximately 750,000 natural gas utility customers in western Pennsylvania, West Virginia and Kentucky. The Company paid cash consideration of $ 3,465,344 , which is subject to adjustment based upon the terms of the purchase agreement. Purchase price adjustments include the completion of a closing balance sheet, which was provided to the seller, and the finalization of an adjustment for utility capital expenditures made by the seller during the period between November 1, 2018 and closing. There is a dispute between the parties regarding this adjustment for utility capital expenditures. It is expected the matter will be resolved in accordance with the provisions of the purchase agreement or by the competent court of law with jurisdiction over the matter. The estimated purchase price paid by the Company was determined as follows: Base purchase price $ 4,275,000 Adjustments: Estimated change in working capital 43,935 Certain estimated capital expenditures 247,500 Assumption of indebtedness ( 1,101,091 ) Cash consideration $ 3,465,344 The assumption of $ 1,101,091 of indebtedness as of the Closing Date, consisted of $ 920,091 of senior notes and $ 181,000 of short-term debt. The acquisition was financed through a series of financing transactions which included the issuance of common stock from a public offering and a private placement, a tangible equity unit offering, and short and long-term debt. The Company accounted for the Peoples Gas Acquisition as a business combination using the acquisition method of accounting. The estimated purchase price was allocated to the net tangible and intangible assets based upon their estimated fair values at the date of the acquisition. The purchase price allocation was preliminary and was subject to revision through the end of the measurement period on March 15, 2021. During the first quarter of 2021, the Company recorded an adjustment to increase goodwill by $ 16,400 primarily reflecting an adjustment to deferred income taxes and the valuation of accounts receivable. Goodwill recorded for the Peoples Gas Acquisition is not expected to be deductible for tax purposes. The following table summarizes the purchase price allocation as of the acquisition date and measurement period adjustments as of March 31, 2021: Amounts Amounts Previously Measurement Recognized as of Recognized as of Period Acquisition Date Acquisition Date (a) Adjustments (as Adjusted) Property, plant and equipment, net $ 2,476,551 $ - $ 2,476,551 Current assets 242,531 ( 9,197 ) 233,334 Regulatory assets 286,751 ( 22,293 ) 264,458 Goodwill 2,261,047 16,400 2,277,447 Other long-term assets 75,071 - 75,071 Total assets acquired 5,341,951 ( 15,090 ) 5,326,861 Current portion of long-term debt 5,136 - 5,136 Loans payable 181,000 - 181,000 Other current liabilities 186,120 ( 200 ) 185,920 Long-term debt 999,460 - 999,460 Deferred income taxes 213,647 ( 20,522 ) 193,125 Regulatory liabilities 123,029 6,389 129,418 Other long-term liabilities 168,215 ( 757 ) 167,458 Total liabilities assumed 1,876,607 ( 15,090 ) 1,861,517 Net assets acquired $ 3,465,344 $ - $ 3,465,344 (a) As reported, the Essential Utilities, Inc. 10-K for the period ended December 31, 2020. The Company incurred transaction-related expenses for the Peoples Gas Acquisition, which consisted of costs recorded as operations and maintenance expenses in the first quarter of 2020 of $ 25,397 primarily representing expenses associated with investment banking fees, including bridge financing, employee related costs, obtaining regulatory approvals, legal expenses, and integration planning. There were no further transaction-related expenses for the Peoples Gas Acquisition after the first quarter of 2020. The results of Peoples have been included in our consolidated financial statements as of the Closing Date. Peoples contributed revenues of $ 38,544 and earnings of $ 13,398 for the period from the Closing Date to March 31, 2020. The following pro forma summary presents consolidated unaudited information as if the Peoples Gas Acquisition had occurred on January 1, 2019: Three Months Ended March 31, 2020 Operating revenues $ 536,653 Net income 137,292 The supplemental pro forma information is not necessarily representative of the actual results that may have occurred for the period or of the results that may occur in the future. This supplemental pro forma information is based upon the historical operating results of Peoples for the period prior to the Closing Date and is adjusted to reflect the effect of non-recurring acquisition-related costs, incurred in 2020 as if they occurred on January 1, 2019. The adjustments include $ 20,628 ($ 25,197 pre-tax) of expenses incurred in 2020, primarily associated with investment banking fees, obtaining regulatory approvals, legal expenses and other direct costs of the Peoples Gas Acquisition, adjustments to reflect net acquisition financing as of January 1, 2019 of $ 10,700 ($ 14,342 pre-tax), the elimination of interest on debt that was not assumed in the acquisition of $ 2,448 ($ 3,442 pre-tax), and the elimination of a management fee charged quarterly to Peoples by its former parent company of $ 885 ($ 1,245 pre-tax). Associated with the approval of the Peoples Gas Acquisition from the Pennsylvania Public Utility Commission, the Company committed to addressing the replacement of gathering pipe over a seven year timeframe for an estimated cost of $ 120,000 , which will be recoverable through customer rates. Additionally, the Company has committed to provide $ 23,004 of one-time customer rate credits to its Pennsylvania natural gas utility customers and water and wastewater customers served by Aqua Pennsylvania, Inc. (“Aqua Pennsylvania”). In 2020, the Company granted $ 4,080 of customer rate credits to its water and wastewater customers during the third quarter of 2020, and $ 18,924 to its natural gas utility customers in the fourth quarter of 2020 to satisfy the $ 23,004 commitment. Water and Wastewater Utility Acquisitions - Completed In December 2020, the Company acquired the wastewater utility system assets of New Garden Township, Pennsylvania, which serves 1,965 customers. The total cash purchase price for the utility system was $ 29,944 . In October 2020, the Company acquired the water and wastewater utility system of Rockwell Utilities, which serves 514 customers in the Village of Lakemoor in Lake County, Illinois. The total cash purchase price for the utility system was $ 4,859 . In June 2020, the Company acquired the wastewater utility system assets of East Norriton Township, Pennsylvania, which serves 4,947 customers. The total cash purchase price for the utility system was $ 21,000 . In January 2020, the Company acquired the water utility system assets of the City of Campbell, Ohio, which serves 3,126 customers. The total cash purchase price for the utility system was $ 7,472 . The purchase price allocation for these acquisitions consisted primarily of acquired property, plant and equipment. The pro forma effect of the utility systems acquired is not material either individually or collectively to the Company’s results of operations. Water and Wastewater Utility Acquisitions – Pending Completion In January 2021, the Company entered into purchase agreements to acquire, in separate transactions, the wastewater utility system assets of East Whiteland Township, Pennsylvania and Willistown Township, Pennsylvania which consist of approximately 10,500 customers for $ 72,400 . In December 2020, the Company entered into a purchase agreement to acquire the wastewater utility system assets of the Village of Bourbonnais, Illinois, which consists of approximately 6,500 customers for $ 32,100 . In September 2020, the Company entered into a purchase agreement to acquire the wastewater utility system assets of Lower Makefield Township, Pennsylvania, which consists of approximately 11,000 customers for $ 53,000 . In July 2020, the Company entered into a purchase agreement to acquire the water utility system assets of Commons Water, Texas, which consists of approximately 980 customers for $ 4,000 . The purchase price for these pending acquisitions are subject to certain adjustments at closing, and are subject to regulatory approval, including the final determination of the fair value of the rate based acquired. We plan to finance the purchase price of these acquisitions by utilizing our revolving credit facility until permanent debt and common equity are secured. The closings of our acquisitions of East Whiteland Township and Willistown Township are expected to occur in the first quarter of 2022, closing for the Village of Bourbonnais is expected to occur before the end of 2021, and closing for the wastewater assets of Lower Makefield Township is expected to occur in the second half of 2021. Closing for our utility acquisitions are subject to the timing of the regulatory approval process. In September 2019, the Company entered into a purchase agreement to acquire the wastewater utility system assets of the Delaware County Regional Water Quality Control Authority (“DELCORA”), which consists of approximately 16,000 customers, or the equivalent of 198,000 retail customers, in 42 municipalities in Southeast Pennsylvania for $ 276,500 . In May 2020, Delaware County, Pennsylvania filed a lawsuit alleging that DELCORA does not have the legal authority to establish and fund a customer trust with the net proceeds of the transaction. In December 2020, the judge in the Delaware County Court lawsuit issued an order that (1) the County cannot interfere with the purchase agreement between DELCORA and the Company; (2) the County cannot terminate DELCORA prior to the closing of the transaction; and (3) that the establishment of the customer trust was valid. Delaware County appealed this decision to Commonwealth Court of Pennsylvania, where this case is continuing. The administrative law judges in the regulatory approval process recommended that the Company’s application be denied, and subsequently, the Company provided exceptions to the recommended decision. On March 25, 2021, the Pennsylvania Public Utility Commission ruled that the case be remanded back to the Office of Administrative Law Judge and vacated the original administrative law judges’ decision. On April 16, 2021, the administrative law judge issued an order staying the proceeding until the Delaware County Court lawsuit is final and unappealable. The purchase price for this pending acquisition is subject to certain adjustments at closing, and is subject to regulatory approval, including the final determination of the fair value of the rate base acquired. We plan to finance the purchase price of this acquisition by the issuance of common stock upon settlement of our forward equity sale agreement (refer to Note 6 – Capitalization for further info) and by utilizing our revolving credit facility until permanent debt is secured. Closing of our acquisition of DELCORA is expected to occur in the fourth quarter of 2021, subject to the timing of the regulatory approval process and DELCORA’s above-referenced litigation with Delaware County. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | Note 4 – Goodwill The following table summarizes the changes in the Company’s goodwill, by business segment: Regulated Water Regulated Natural Gas Other Consolidated Balance at December 31, 2020 $ 58,659 $ 2,261,047 $ 4,841 $ 2,324,547 Goodwill acquired - - - - Measurement period purchase price allocation adjustments - 16,400 - 16,400 Reclassification to utility plant acquisition adjustment ( 42 ) - - ( 42 ) Balance at March 31, 2021 $ 58,617 $ 2,277,447 $ 4,841 $ 2,340,905 The measurement period purchase price allocation adjustments resulted from the completion of the Peoples Gas Acquisition on March 16, 2020, which resulted in goodwill of $ 2,277,447 which was subject to adjustment over the one year measurement period that ended on March 15, 2021. Refer to Note 3 – Acquisitions for information about the goodwill attributed to our Regulated Natural Gas segment. The reclassification of goodwill to utility plant acquisition adjustment results from a mechanism approved by the applicable utility commission. The mechanism provides for the transfer over time, and the recovery through customer rates, of goodwill associated with some acquisition upon achieving specific objectives. |
Disposition
Disposition | 3 Months Ended |
Mar. 31, 2021 | |
Disposition [Abstract] | |
Disposition | Note 5 – Disposition In October 2020, the Company sold its investment in a joint venture. Its investment represented its 49 % investment in a joint venture that operates a private pipeline system to supply raw water to natural gas well drilling operations in the Marcellus Shale of north central Pennsylvania. This investment was an unconsolidated affiliate and was accounted for under the equity method of accounting within our Aqua Infrastructure subsidiary. In the third quarter of 2020, we recorded a charge of $ 3,700 for the write-down of the Company’s investment associated with the sale, which was reported in equity loss in joint venture. |
Capitalization
Capitalization | 3 Months Ended |
Mar. 31, 2021 | |
Capitalization [Abstract] | |
Capitalization | Note 6 – Capitalization In April 2021, the Company filed a new universal shelf registration through a filing with the Securities and Exchange Commission (SEC) to allow for the potential future offer and sale by the Company, from time to time, in one or more public offerings, of an indeterminate amount of our common stock, preferred stock, debt securities and other securities specified therein at indeterminate prices. Stockholders’ Equity In August 2020, the Company entered into a forward equity sale agreement for 6,700,000 shares of common stock with a third party (the “forward purchaser”). In connection with the forward equity sale agreement, the forward purchaser borrowed an equal number of shares of the Company’s common stock from stock lenders and sold the borrowed shares to the public. The Company will not receive any proceeds from the sale of its common stock by the forward purchaser until settlement of the shares underlying the forward equity sale agreement. The actual proceeds to be received by the Company will vary depending upon the settlement date, the number of shares designated for settlement on that settlement date and the method of settlement. The Company intends to use any proceeds received upon settlement of the forward equity sale agreement to fund general corporate purposes, including for water and wastewater utility acquisitions, working capital and capital expenditures. The forward equity sale agreement is accounted for as an equity instrument and was recorded at a fair value of $ 0 at inception. The fair value will not be adjusted so long as the Company continues to meet the accounting requirements for equity instruments. The Company may elect to settle the forward equity sale agreement by means of a physical share settlement, net cash settlement, or net share settlement, on a settlement date or dates, no later than August 10, 2021. The forward equity sale agreement provides that the forward price will be computed based upon the initial forward price of $ 46.00 per share, and is subsequently adjusted for a floating interest rate factor equal to a specified daily rate less a spread and scheduled dividends during the term of the agreement. As of March 31, 2021, the forward price was $ 45.08 per share. Under limited circumstances or certain unanticipated events, the forward purchaser also has the ability to require the Company to physically settle the forward equity sale agreement in shares prior to the maturity date. As of March 31, 2021, the Company has not settled any portion of the forward equity sale agreement. Private Placement On March 29, 2019, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Canada Pension Plan Investment Board (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the “Private Placement”) 21,661,095 newly issued shares of common stock, par value $ 0.50 per share (the “Common Stock”). On March 16, 2020, in connection with the closing of the Peoples Gas Acquisition, the Company closed on the Private Placement and received gross proceeds of $ 749,907 , less expenses of $ 20,606 . The Investor has agreed to certain transfer restrictions for a period of 15 months from the March 16, 2020 closing date of the Peoples Gas Acquisition. The shares issued and sold to the Investor pursuant to the Private Placement were to be priced at the lower of (1) $ 34.62 , which represents a 4.5 % discount to the trailing 20 consecutive trading day volume weighted average price of the Common Stock ending on, and including, March 28, 2019, and (2) the volume weighted average price per share in the Company’s subsequent public offering of Common Stock to fund a portion of the Peoples Gas Acquisition. The Stock Purchase Agreement contains customary representations, warranties and covenants of the Company and the Investor, and the parties have agreed to indemnify each other for losses related to breaches of their respective representations and warranties. At the closing of the Private Placement, the Company reimbursed the Investor for reasonable out-of-pocket diligence expenses of $ 4,000 . Tangible Equity Unit Issuances On April 23, 2019, the Company issued $ 690,000 , less expenses of $ 16,358 , of its tangible equity units (the “Units”), with a stated amount of $ 50 per unit. This issuance was part of the permanent financing to close the Peoples Gas Acquisition. Each Unit consists of a prepaid stock purchase contract and an amortizing note due April 30, 2022, each issued by the Company. Unless earlier settled or redeemed, each stock purchase contract will automatically settle on April 30, 2022 (subject to postponement in limited circumstances) for between 1.1790 and 1.4442 shares of the Company’s common stock, subject to adjustment, based upon the applicable market value of the common stock, as described in the final prospectus supplement relating to the Units. During the first three months of 2021, there were no stock purchase contracts early settled by the holders of the contracts. As of March 31, 2021, 6,088,862 stock purchase contracts have been early settled by the holders of the contracts, resulting in the issuance of 7,182,255 shares of the Company’s common stock. The balance of stock purchase contracts is 7,711,138 . The amortizing notes have an initial principal amount of $ 8.62909 , or $ 119,081 in aggregate, and bear interest at a rate of 3.00 % per year, and pay equal quarterly cash installments of $ 0.75000 per amortizing note (except for the July 30, 2019 installment payment, which was $ 0.80833 per amortizing note), that will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate will be equivalent to 6.00 % per year with respect to each $ 50 stated amount of the Units. The amortizing notes represent unsecured senior obligations of the Company. Long-term Debt and Loans Payable On April 15, 2021, the Company’s operating subsidiary, Aqua Ohio, Inc., issued $ 100,000 of first mortgage bonds, of which $ 50,000 is due in 2031 and $ 50,000 is due in 2051, with interest rates of 2.37 % and 3.35 %, respectively. The proceeds from these bonds were used for general corporate purposes and to repay existing indebtedness. Further, on April 19, 2021, the Company issued $ 400,000 of long-term debt, less expenses of $ 4,010 , which is due in 2031 with an interest rate of 2.40 %. The Company used the proceeds from this issuance to repay $ 50,000 of borrowings under our Aqua Pennsylvania revolving credit facility, and the balance was used to repay in full the borrowings under its existing five-year unsecured revolving credit agreement. The Company completed the Peoples Gas Acquisition on March 16, 2020, which resulted in the assumption of $ 1,101,091 of indebtedness, which includes $ 920,091 of senior notes and $ 181,000 of short-term debt. The senior notes have maturities ranging from 2020 to 2032 and interest rates that range from 2.90 % to 6.42 %. The short-term debt assumed at closing was repaid with the proceeds from the Company’s subsequent April 2020 long-term debt issuance. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Financial Instruments | Note 7 – Financial Instruments The Company follows the FASB’s accounting guidance for fair value measurements and disclosures, which defines fair value and establishes a framework for using fair value to measure assets and liabilities. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access; Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in non-active markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3: inputs that are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the valuation techniques used to measure fair value, or asset or liability transfers between the levels of the fair value hierarchy for the quarter ended March 31, 2021. Financial instruments are recorded at carrying value in the financial statements and approximate fair value as of the dates presented. The fair value of these instruments is disclosed below in accordance with current accounting guidance related to financial instruments. The fair value of loans payable is determined based on its carrying amount and utilizing Level 1 methods and assumptions. As of March 31, 2021 and December 31, 2020, the carrying amount of the Company’s loans payable was $ 74,893 and $ 78,198 , respectively, which equates to their estimated fair value. The fair value of cash and cash equivalents, is determined based on Level 1 methods and assumptions. As of March 31, 2021, and December 31, 2020, the carrying amounts of the Company's cash and cash equivalents was $ 18,046 and $ 4,827 , respectively, which equates to their fair value. The Company’s assets underlying the deferred compensation and non-qualified pension plans are determined by the fair value of mutual funds, which are based on quoted market prices from active markets utilizing Level 1 methods and assumptions. As of March 31, 2021, and December 31, 2020, the carrying amount of these securities was $ 26,783 , and $ 25,780 , respectively, which equates to their fair value, and is reported in the consolidated balance sheet in deferred charges and other assets. Unrealized gain and losses on equity securities held in conjunction with our non-qualified pension plan is as follows: Three Months Ended March 31, 2021 2020 Net gain (loss) recognized during the period on equity securities $ 248 $ ( 54 ) Less: net gain / loss recognized during the period on equity securities sold during the period - - Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date $ 248 $ ( 54 ) The net gain (loss) recognized on equity securities is presented on the consolidated statements of operations and comprehensive income on the line item “Other.” The carrying amounts and estimated fair values of the Company’s long-term debt is as follows: March 31, December 31, 2021 2020 Carrying amount $ 5,665,596 $ 5,630,243 Estimated fair value 5,908,503 6,366,030 The fair value of long-term debt has been determined by discounting the future cash flows using current market interest rates for similar financial instruments of the same duration utilizing Level 2 methods and assumptions. The Company’s customers’ advances for construction have a carrying value of $ 102,830 as of March 31, 2021, and $ 99,014 as of December 31, 2020. Their relative fair values cannot be accurately estimated because future refund payments depend on several variables, including new customer connections, customer consumption levels, and future rates. Portions of these non-interest-bearing instruments are payable annually through 2031 and amounts not paid by the respective contract expiration dates become non-refundable. The fair value of these amounts would, however, be less than their carrying value due to the non-interest-bearing feature. |
Net Income Per Common Share
Net Income Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Net Income Per Common Share [Abstract] | |
Net Income Per Common Share | Note 8 – Net Income per Common Share Basic net income per common share is based on the weighted average number of common shares outstanding and the minimum number of shares to be issued upon settlement of the stock purchase contracts issued under the tangible equity units. Diluted net income per common share is based on the weighted average number of common shares outstanding, potentially dilutive shares, and the expected number of shares to be issued upon settlement of the stock purchase contracts issued under the tangible equity units, based on the applicable market value of our common stock. The dilutive effect of employee stock-based compensation and shares issuable under the forward equity sale agreement (from the date the Company entered into the forward equity sale agreement to the settlement date) are included in the computation of diluted net income per common share. The dilutive effect of stock-based compensation and shares issuable under the forward equity sale agreement are calculated using the treasury stock method and expected proceeds upon exercise or issuance of the stock-based compensation and settlement of the forward equity sale agreement. The treasury stock method assumes that the proceeds from stock-based compensation and settlement of the forward equity sale agreement are used to purchase the Company’s common stock at the average market price during the period. The following table summarizes the shares, in thousands, used in computing basic and diluted net income per common share: Three Months Ended March 31, 2021 2020 Average common shares outstanding during the period for basic computation 254,565 236,122 Effect of dilutive securities: Forward equity sale agreement 3 - Issuance of common stock from private placement - 17,853 Tangible equity units - 607 Employee stock-based compensation 401 472 Average common shares outstanding during the period for diluted computation 254,969 255,054 For the three months ended March 31, 2020, the average common shares outstanding during the period for diluted computation reflects the impact of the issuance of common stock from the March 16, 2020 private placement as if the shares were issued on January 1, 2020. For the three months ended March 31, 2021 and 2020, the average common shares outstanding during the period for basic computation includes the weighted-average impact of 9,091,179 and 10,215,189 shares, respectively, based on the minimum number of shares of 9,091,179 to be issued in April 2022 upon settlement of the stock purchase contracts issued in April 2019 under the tangible equity units. Further, for the three months ended March 31, 2020, average common shares outstanding during the period for diluted computation includes the impact of the additional shares to be issued in April 2022 upon settlement of the stock purchase contracts based on the threshold appreciation price of $ 42.41 . For the three months ended March 31, 2021 and 2020, all of the Company’s employee stock options were included in the calculations of diluted net income per share as the calculated cost to exercise employee stock options was less than the average market price of the Company’s common stock during these periods. Additionally, the dilutive effect of performance share units and restricted share units granted are included in the Company’s calculation of diluted net income per share. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 9 – Stock-based Compensation Under the Company’s Amended and Restated Equity Compensation Plan (the “Plan”) approved by the Company’s shareholders on May 2, 2019, to replace the 2004 Equity Compensation Plan, stock options, stock units, stock awards, stock appreciation rights, dividend equivalents, and other stock-based awards may be granted to employees, non-employee directors, and consultants and advisors. The Plan authorizes 6,250,000 shares for issuance under the Plan. A maximum of 3,125,000 shares under the Plan may be issued pursuant to stock awards, stock units and other stock-based awards, subject to adjustment as provided in the Plan. During any calendar year, no individual may be granted (i) stock options and stock appreciation rights under the Plan for more than 500,000 shares of Company stock in the aggregate or (ii) stock awards, stock units or other stock-based awards under the Plan for more than 500,000 shares of Company stock in the aggregate, subject to adjustment as provided in the Plan. Awards to employees and consultants under the Plan are made by a committee of the Board of Directors of the Company, except that with respect to awards to the Chief Executive Officer, the committee recommends those awards for approval by the non-employee directors of the Board of Directors. In the case of awards to non-employee directors, the Board of Directors makes such awards. At March 31, 2021, 2,130,087 shares were still available for issuance under the Plan. No further grants may be made under the Company’s 2004 Equity Compensation Plan. Performance Share Units – A performance share unit (“PSU”) represents the right to receive a share of the Company’s common stock if specified performance goals are met over the three year performance period specified in the grant, subject to exceptions through the respective vesting period, which is generally three year s. Each grantee is granted a target award of PSUs and may earn between 0 % and 200 % of the target amount depending on the Company’s performance against the performance goals. The following table provides compensation costs for stock-based compensation related to PSUs: Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 1,641 $ 510 Income tax benefit 462 144 The following table summarizes the PSU transactions for the three months ended March 31, 2021: Number Weighted of Average Share Units Fair Value Nonvested share units at beginning of period 283,007 $ 34.57 Granted 151,931 43.23 Performance criteria adjustment 28,548 53.49 Forfeited ( 1,078 ) 46.31 Share units issued ( 141,329 ) 31.26 Nonvested share units at end of period 321,079 41.61 A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions using the Monte Carlo valuation method, which assesses probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based condition is satisfied. The per unit weighted-average fair value at the date of grant for PSUs granted during the three months ended March 31, 2021 and 2020 was $ 43.23 and $ 52.09 . The fair value of each PSU grant is amortized monthly into compensation expense on a straight-line basis over their respective vesting periods, generally 36 months. The accrual of compensation costs is based on the Company’s estimate of the final expected value of the award and is adjusted as required for the portion based on the performance-based condition. The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of the PSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the PSUs. The recording of compensation expense for PSUs has no impact on net cash flows. Restricted Stock Units – A restricted stock unit (“RSU”) represents the right to receive a share of the Company’s common stock. RSUs are eligible to be earned at the end of a specified restricted period, which is generally three year s, beginning on the date of grant. The Company assumes that forfeitures will be minimal and recognizes forfeitures as they occur, which results in a reduction in compensation expense. As the payout of the RSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the RSUs. The following table provides the compensation cost and income tax benefit for stock-based compensation related to RSUs: Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 604 $ 486 Income tax benefit 169 136 The following table summarizes the RSU transactions for the three months ended March 31, 2021: Number Weighted of Average Stock Units Fair Value Nonvested stock units at beginning of period 163,906 $ 40.80 Granted 85,717 44.44 Stock units vested and issued ( 47,735 ) 35.03 Forfeited ( 746 ) 40.10 Nonvested stock units at end of period 201,142 43.71 The per unit weighted-average fair value at the date of grant for RSUs granted during the three months ended March 31, 2021 and 2020 was $ 44.44 and $ 47.10 , respectively. Stock Options – A stock option represents the option to purchase a number of shares of common stock of the Company as specified in the stock option grant agreement at the exercise price per share as determined by the closing market price of our common stock on the grant date. Stock options are exercisable in installments of 33 % annually, starting one year from the grant date and expire 10 years from the grant date, subject to satisfaction of designated performance goals. The fair value of each stock option is amortized into compensation expense using the graded-vesting method, which results in the recognition of compensation costs over the requisite service period for each separately vesting tranche of the stock options as though the stock options were, in substance, multiple stock option grants. The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock options: Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 211 $ 501 Income tax benefit 60 142 The Company did no t grant stock options for the three months ended March 31, 2021. The following table summarizes stock option transactions for the three months ended March 31, 2021: Weighted Weighted Average Average Aggregate Exercise Remaining Intrinsic Shares Price Life (years) Value Outstanding at beginning of period 947,680 $ 35.22 Granted - - Forfeited ( 1,427 ) 35.77 Expired ( 773 ) 34.87 Exercised ( 20,201 ) 35.34 Outstanding at end of period 925,279 $ 35.21 7.6 $ 8,823,580 Exercisable at end of period 685,964 $ 34.95 7.4 $ 6,719,789 Restricted Stock – Restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends and to vote such shares, but not the right to sell or otherwise transfer the shares during the restriction period. Restricted stock awards result in compensation expense that is equal to the fair market value of the stock on the date of the grant and is amortized ratably over the restriction period. The Company expects forfeitures of restricted stock to be de minimis. The following table provides the compensation cost and income tax benefit for stock-based compensation related to restricted stock: Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 93 $ 18 Income tax benefit 27 5 The following table summarizes restricted stock transactions for the three months ended March 31, 2021: Number Weighted of Average Shares Fair Value Nonvested restricted stock at beginning of period 13,228 $ 34.02 Granted - - Vested ( 11,952 ) 33.47 Nonvested restricted stock at end of period 1,276 $ 39.19 The Company did no t grant restricted stock for the three months ended March 31, 2021. Stock Awards – Stock awards represent the issuance of the Company’s common stock, without restriction. The issuance of stock awards results in compensation expense that is equal to the fair market value of the stock on the grant date and is expensed immediately upon grant. The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock awards: Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 175 $ 175 Income tax benefit 51 51 The following table summarizes stock award transactions for the three months ended March 31, 2021: Number Weighted of Average Stock Awards Fair Value Nonvested stock awards at beginning of period - $ - Granted 3,927 44.54 Vested ( 3,927 ) ( 44.54 ) Nonvested stock awards at end of period - - The weighted-average fair value at the date of grant for stock awards granted during the three months ended March 31, 2021 and 2020 was $ 44.54 and $ 41.58 , respectively. |
Pension Plans And Other Postret
Pension Plans And Other Postretirement Benefits | 3 Months Ended |
Mar. 31, 2021 | |
Pension Plans And Other Postretirement Benefits [Abstract] | |
Pension Plans And Other Postretirement Benefits | Note 10 – Pension Plans and Other Postretirement Benefits The Company maintains a qualified defined benefit pension plan (the “Pension Plan”), a nonqualified pension plan, and other postretirement benefit plans for certain of its employees. The net periodic benefit cost is based on estimated values and an extensive use of assumptions about the discount rate, expected return on plan assets, the rate of future compensation increases received by the Company’s employees, mortality, turnover, and medical costs. The following tables provide the components of net periodic benefit cost for the Company’s legacy pension and other postretirement benefit plans: Pension Benefits Three Months Ended March 31, 2021 2020 Service cost $ 1,078 $ 763 Interest cost 3,061 2,540 Expected return on plan assets ( 5,907 ) ( 3,938 ) Amortization of prior service cost 140 148 Amortization of actuarial loss 1,071 1,992 Net periodic benefit cost $ ( 557 ) $ 1,505 Other Postretirement Benefits Three Months Ended March 31, 2021 2020 Service cost $ 203 $ 217 Interest cost 561 677 Expected return on plan assets ( 690 ) ( 675 ) Amortization of prior service credit ( 108 ) ( 116 ) Amortization of actuarial loss 95 156 Net periodic benefit cost $ 61 $ 259 The Company presents the components of net periodic benefit cost other than service cost in the consolidated statements of operations and comprehensive income on the line item “Other.” The Company made cash contributions of $ 6,332 to its Pension Plan during the first three months of 2021, and intends to make cash contributions of $ 8,443 to the Pension Plan during the remainder of 2021. On March 16, 2020, we completed the Peoples Gas Acquisition and assumed the pension and other postretirement benefit plans for its employees. The operating results of Peoples has been included in our consolidated financial statements since the date of acquisition. On April 1, 2020, the Company merged the pension plans acquired in the Peoples Gas Acquisition into the Company’s Pension Plan. As such, the following table presents the components of net periodic benefit costs for the period since March 16, 2020 that are related to the Peoples’ other postretirement benefit plans acquired: Other Postretirement Benefits Three Months Ended March 31, 2021 2020 Service cost $ 496 $ 77 Interest cost 278 54 Expected return on plan assets ( 349 ) ( 76 ) Amortization of actuarial loss ( 40 ) - Net periodic benefit cost $ 385 $ 55 |
Rate Activity
Rate Activity | 3 Months Ended |
Mar. 31, 2021 | |
Rate Activity [Abstract] | |
Rate Activity | Note 11 – Rate Activity During the first three months of 2021, the Company’s water and wastewater utility operating divisions in New Jersey, Ohio and Indiana were granted base rate increases designed to increase total operating revenues on an annual basis by $ 1,559 and one of its gas utility operating divisions in Kentucky was granted a base rate increase designed to increase annual revenues by $ 747 . Further, during the first three months of 2021, the Company received approval to bill infrastructure rehabilitation surcharges designed to increase total operating revenues on an annual basis by $ 10,725 in its water and wastewater utility operating divisions in Pennsylvania and North Carolina, offset partially by a decrease of $ 277 in its gas utility operating divisions in Pennsylvania. On February 1, 2021, the Company initiated billing interim rates in Virginia, which has a base rate case filing in progress. The interim rates are designed to increase annual revenues by $ 1,733 . As of March 31, 2021, billings of $ 242 have been collected and remain subject to refund based on the outcome of the final base rate case order, which is expected to be received later in 2021. |
Taxes Other Than Income Taxes
Taxes Other Than Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Taxes Other Than Income Taxes [Abstract] | |
Taxes Other Than Income Taxes | Note 12 – Taxes Other than Income Taxes The following table provides the components of taxes other than income taxes: Three Months Ended March 31, 2021 2020 Property $ 7,714 $ 7,033 Gross receipts, excise and franchise 3,684 3,122 Payroll 6,756 4,280 Regulatory assessments 838 700 Pumping fees 1,126 1,081 Other 923 220 Total taxes other than income $ 21,041 $ 16,436 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [Abstract] | |
Segment Information | Note 13 – Segment Information On March 16, 2020, the Company completed the Peoples Gas Acquisition, marking the Company’s entrance into the regulated natural gas business. The operating results of Peoples are included in the consolidated financial statements for the period since the acquisition date. As a result, the Company now has twelve operating segments and two reportable segments. The Regulated Water segment is comprised of eight operating segments representing its water and wastewater regulated utility companies, which are organized by the states where the Company provides water and wastewater services. The eight water and wastewater utility operating segments are aggregated into one reportable segment, because each of these operating segments has the following similarities: economic characteristics, nature of services, production processes, customers, water distribution or wastewater collection methods, and the nature of the regulatory environment. The Regulated Natural Gas segment is comprised of one operating segment representing natural gas utility companies, acquired in the Peoples Gas Acquisition, for which the Company provides natural gas distribution services. In addition to the Company’s two reportable segments, we include three of our operating segments within the Other category below. These segments are not quantitatively significant and are comprised of our non-regulated natural gas operations, Aqua Infrastructure, and Aqua Resources. Our non-regulated natural gas operations consist of utility service line protection solutions and repair services to households and the operation of gas marketing and production entities. Prior to our October 30, 2020 sale of investment in joint venture, Aqua Infrastructure provided non-utility raw water supply services for firms in the natural gas drilling industry. Aqua Resources offers, through a third party, water and sewer service line protection solutions and repair services to households. In addition to these segments, Other is comprised of business activities not included in the reportable segments, including corporate costs that have not been allocated to the Regulated Water and Regulated Natural Gas segments and intersegment eliminations. Corporate costs include general and administrative expenses, and interest expense. The Company reports these corporate costs within Other as they relate to corporate-focused responsibilities and decisions and are not included in internal measures of segment operating performance used by the Company to measure the underlying performance of the operating segments. The following table presents information about the Company’s reportable segments, including the operating results and capital expenditures of the Regulated Natural Gas segment for the period since the completion of the Peoples Gas Acquisition on March 16, 2020: Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Regulated Water Regulated Natural Gas Other Consolidated Regulated Water Regulated Natural Gas Other Consolidated Operating revenues $ 228,353 $ 343,115 $ 12,097 $ 583,565 $ 216,197 $ 38,544 $ 844 $ 255,585 Operations and maintenance expense 78,347 51,326 ( 4,598 ) 125,075 73,694 8,823 24,120 106,637 Purchased gas - 122,888 9,265 132,153 - 12,770 - 12,770 Depreciation and amortization 45,138 27,590 216 72,944 41,511 4,569 165 46,245 Operating income (loss) 89,447 136,864 6,041 232,352 86,506 11,715 ( 24,724 ) 73,497 Interest expense, net 26,460 17,296 6,626 50,382 25,495 1,887 2,705 30,087 Allowance for funds used during construction 3,247 ( 313 ) - 2,934 2,912 36 - 2,948 Equity (loss) earnings in joint venture - - - - - - ( 127 ) ( 127 ) Provision for income taxes (benefit) 3,633 432 701 4,766 3,127 ( 3,448 ) ( 6,803 ) ( 7,124 ) Net income (loss) 64,030 119,251 408 183,689 59,934 13,398 ( 21,551 ) 51,781 Capital expenditures 113,793 64,114 102 178,009 110,606 8,128 - 118,734 March 31, December 31, 2021 2020 Total assets: Regulated water $ 7,957,080 $ 7,838,034 Regulated natural gas 5,374,760 5,303,507 Other 490,075 563,736 Consolidated $ 13,821,915 $ 13,705,277 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | Note 14 – Commitments and Contingencies The Company is routinely involved in various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved. As of March 31, 2021, the aggregate amount of $ 17,627 is accrued for loss contingencies and is reported in the Company’s consolidated balance sheet as other accrued liabilities and other liabilities. These accruals represent management’s best estimate of probable loss (as defined in the accounting guidance) for loss contingencies or the low end of a range of losses if no single probable loss can be estimated. For some loss contingencies, the Company is unable to estimate the amount of the probable loss or range of probable losses. Further, the Company has insurance coverage for certain of these loss contingencies, and as of March 31, 2021, estimates that approximately $ 3,294 of the amount accrued for these matters are probable of recovery through insurance, which amount is also reported in the Company’s consolidated balance sheet as deferred charges and other assets, net. During a portion of 2019, the Company initiated a do not consume advisory for some of its water customers in one division served by the Company’s Illinois subsidiary. Although the Company has determined that it is reasonably possible that a fine or penalty may be incurred, it cannot estimate the possible range of loss at this time and no liability has been accrued for these future costs. In addition, on September 3, 2019, two individuals, on behalf of themselves and those similarly situated, commenced an action against the Company’s Illinois subsidiary in the State court in Will County, Illinois related to this do not consume advisory. The complaint seeks class action certification, attorney's fees, and "damages, including, but not limited to, out of pocket damages, and discomfort, aggravation, and annoyance” based upon the water provided by the Company’s subsidiary to a discrete service area in University Park Illinois. The complaint contains allegations of damages as a result of supplied water that exceeded the standards established by the federal Lead and Copper Rule. The complaint is in the discovery phase and class certification has not been granted. The Company plans to vigorously defend against this claim . A claim for the expenses incurred has been submitted to the Company’s insurance carrier for potential recovery of a portion of these costs, and on August 3, 2020, the Company received $ 2,874 in insurance proceeds. The Company continues to assess the potential loss contingency on this matter. While the final outcome of this claim cannot be predicted with certainty, and unfavorable outcomes could negatively impact the Company, at this time in the opinion of management, the final resolution of this matter is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Although the results of legal proceedings cannot be predicted with certainty, other than disclosed above, there are no other pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of its properties is the subject that are material or are expected to have a material effect on the Company’s financial position, results of operations, or cash flows. In addition to the aforementioned loss contingencies, the Company self-insures its employee medical benefit program, and maintains stop-loss coverage to limit the exposure arising from these claims. The Company’s reserve for these claims totaled $ 1,535 at March 31, 2021 and represents a reserve for unpaid claim costs, including an estimate for the cost of incurred but not reported claims. Associated with the approval of the Peoples Gas Acquisition from the Pennsylvania Public Utility Commission, the Company has committed to addressing the replacement of gathering pipe over a seven year timeframe for an estimated cost of $ 120,000 , which will be recoverable through customer rates. Additionally, the Company committed to provide $ 23,004 of one-time customer rate credits to its Pennsylvania natural gas utility customers and water and wastewater customers served by Aqua Pennsylvania, Inc. In the third quarter of 2020, the Company granted $ 4,080 of customer rate credits to its water and wastewater customers served by Aqua Pennsylvania and $ 18,924 was granted to its Pennsylvania natural gas utility customers in the fourth quarter of 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | Note 15 – Income Taxes On March 16, 2020, the Company completed the Peoples Gas Acquisition. On March 31, 2020, the Company changed the method of tax accounting for certain qualifying infrastructure investments at its Peoples Natural Gas subsidiary, its largest natural gas subsidiary in Pennsylvania. This change allows a tax deduction for qualifying utility asset improvement costs that were formerly capitalized for tax purposes. The Company is performing an analysis to determine the ultimate amount of qualifying utility asset improvement costs eligible to be deducted under the IRS’s final tangible property regulations that will be reflected on its 2021 and 2020 Federal Tax Return. As a result, the Company has estimated a portion of its infrastructure investment at Peoples Natural Gas since the acquisition date that will qualify as a utility system repairs deduction for 2021 and 2020. Consistent with the Company’s accounting for differences between book and tax expenditures in Pennsylvania, the Company is utilizing the flow-through method to account for this timing difference. The Company completed its analysis of the income tax benefits for qualifying capital expenditures made prior to March 16, 2020 (“catch-up adjustment”) and recorded a regulatory liability of $ 160,655 for these tax benefits which will remain on the consolidated balance sheet pending regulatory guidance. In August 2020, the Company filed a petition with the Pennsylvania Public Utility Commission proposing treatment of the catch-up adjustment. On March 11, 2021, the Company and the statutory advocates filed a Joint Petition of Settlement (“Settlement”) representing a Settlement of the parties and on May 6, 2021 it was approved by the Pennsylvania Public Utility Commission. The Settlement proposes, among other points, that the catch-up adjustment be provided to utility customers over a five-year period, and the Company can continue to use flow-through accounting for the current tax repair benefit until its next base rate case. The Company’s effective tax rate was 2.5 % and ( 16.0 )% for the three months ended March 31, 2021 and 2020, respectively. The increase in the effective tax rate for the first quarter can be attributed to an increase in our income before income taxes as compared to the prior period, offset by an increase in the income tax benefit recognized due to additional tax deductions for qualifying infrastructure recognized in the first quarter of 2021. The statutory Federal tax rate is 21 % for three months ended March 31, 2021 and 2020. For states with a corporate net income tax, the state corporate net income tax rates range from 2.5 % to 9.99 % for all periods presented. In determining its interim tax provision, the Company reflects its estimated permanent and flow-through tax differences for the taxable year, including the basis difference for the adoption of the tangible property regulations. Qualifying utility asset improvement costs and the amortization of excess deferred income taxes caused the year-to-date effective tax rate to be significantly different from the statutory rate. In connection with the completion of the Peoples Gas Acquisition, the Company identified changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the one year measurement period, which related to new information obtained about facts and circumstances that existed as of the acquisition date. Those changes are considered a measurement-period adjustment, and an offset was recorded as an adjustment to goodwill. The Company records all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current-period income tax expense. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law on March 27, 2020 and the Consolidated Appropriations Act, 2021 (CAA) on December 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The CAA modifies the employee retention credit (introduced under the CARES Act), extended paid sick and child-care leave through March 31, 2021, and expands the business meal deduction to 100% of business-related restaurant meals in 2021 and 2022. We evaluated the provisions of the CARES and CAA Acts and do not anticipate that the impacts will have a material effect on our consolidated financial statements. On March 11, 2021, the American Rescue Plan Act of 2021 (ARPA) was signed into law. The ARPA includes business tax provisions, including the extension of the employee retention credit, expansion of the Families First Coronavirus Response Act with respect to Family and Medical Leave Act tax credits, expanded limits on executive compensation deductions , repeal of the worldwide interest allocation , changes to pension funding requirements, and extension of the limitation on excess business losses for non-corporate taxpayers. We evaluated the provisions of the ARPA Act and do not anticipate that the impacts will have a material effect on our consolidated financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Note 16 – Recent Accounting Pronouncements Pronouncements to be adopted upon the effective date: In August 2020, the FASB issued updated accounting guidance on accounting for convertible instruments and contracts in an entity’s own equity. The updated guidance reduces the number of accounting models for convertible debt and convertible preferred stock instruments and makes certain disclosure amendments intended to improve the information provided to users. Additionally, the guidance also amends the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. Further, the standard changes the way certain convertible instruments are treated when calculating earnings per share. The updated accounting guidance is effective for fiscal years beginning after December 15, 2021 with early adoption permitted beginning in 2021. The Company is evaluating the requirements of the updated guidance to determine the impact of adoption. In March 2020, the FASB issued accounting guidance that provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). In January 2021, the FASB clarified the scope of that accounting standards update with additional guidance for reference rate reform on financial reporting. The accounting guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is evaluating the impact of this accounting guidance. Pronouncement adopted during the year: In December 2019, the FASB issued updated accounting guidance that simplifies the accounting for income taxes. The updated guidance removes certain exceptions to the general principles of accounting for income taxes to reduce the cost and complexity of its application, including the accounting for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, deferred tax liabilities for equity method investments when a foreign subsidiary becomes an equity method investment or when a foreign equity method investment becomes a subsidiary, and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the updated guidance clarifies and amends the existing guidance over accounting for franchise taxes and other taxes partially based on income, an entity’s tax basis of goodwill, separate entity financial statements, interim recognition of enactment of tax laws or rate changes, and improvements to the Codification for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. As permitted, we adopted this updated guidance on January 1, 2021, which did not have a material impact on our consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Schedule Of Disaggregation Of Revenue | Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Water Revenues Wastewater Revenues Natural Gas Revenues Other Revenues Water Revenues Wastewater Revenues Natural Gas Revenues Other Revenues Revenues from contracts with customers: Residential $ 132,856 24,361 214,194 - $ 127,014 $ 22,614 $ 22,900 $ - Commercial 33,188 4,995 41,021 - 35,300 4,451 3,929 - Fire protection 9,045 - - - 8,646 - - - Industrial 6,989 445 957 - 6,942 446 433 - Gas transportation & storage - - 77,803 - - - 9,469 - Other water 10,443 - - - 7,159 - - - Other wastewater - 1,750 - - - 724 - - Other utility - - 9,179 3,826 - - 1,731 3,204 Revenues from contracts with customers 192,521 31,551 343,154 3,826 185,061 28,235 38,462 3,204 Alternative revenue program 409 46 211 - ( 281 ) ( 22 ) 82 - Other and eliminations - - - 11,847 - - - 844 Consolidated $ 192,930 $ 31,597 $ 343,365 $ 15,673 $ 184,780 $ 28,213 $ 38,544 $ 4,048 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Schedule Of Purchase Price Allocation | Base purchase price $ 4,275,000 Adjustments: Estimated change in working capital 43,935 Certain estimated capital expenditures 247,500 Assumption of indebtedness ( 1,101,091 ) Cash consideration $ 3,465,344 |
Preliminary Purchase Price Allocation | Amounts Amounts Previously Measurement Recognized as of Recognized as of Period Acquisition Date Acquisition Date (a) Adjustments (as Adjusted) Property, plant and equipment, net $ 2,476,551 $ - $ 2,476,551 Current assets 242,531 ( 9,197 ) 233,334 Regulatory assets 286,751 ( 22,293 ) 264,458 Goodwill 2,261,047 16,400 2,277,447 Other long-term assets 75,071 - 75,071 Total assets acquired 5,341,951 ( 15,090 ) 5,326,861 Current portion of long-term debt 5,136 - 5,136 Loans payable 181,000 - 181,000 Other current liabilities 186,120 ( 200 ) 185,920 Long-term debt 999,460 - 999,460 Deferred income taxes 213,647 ( 20,522 ) 193,125 Regulatory liabilities 123,029 6,389 129,418 Other long-term liabilities 168,215 ( 757 ) 167,458 Total liabilities assumed 1,876,607 ( 15,090 ) 1,861,517 Net assets acquired $ 3,465,344 $ - $ 3,465,344 |
Pro Forma Summary | Three Months Ended March 31, 2020 Operating revenues $ 536,653 Net income 137,292 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill [Abstract] | |
Schedule Of Goodwill | Regulated Water Regulated Natural Gas Other Consolidated Balance at December 31, 2020 $ 58,659 $ 2,261,047 $ 4,841 $ 2,324,547 Goodwill acquired - - - - Measurement period purchase price allocation adjustments - 16,400 - 16,400 Reclassification to utility plant acquisition adjustment ( 42 ) - - ( 42 ) Balance at March 31, 2021 $ 58,617 $ 2,277,447 $ 4,841 $ 2,340,905 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments [Abstract] | |
Summary Of Unrealized Gain And Losses | Three Months Ended March 31, 2021 2020 Net gain (loss) recognized during the period on equity securities $ 248 $ ( 54 ) Less: net gain / loss recognized during the period on equity securities sold during the period - - Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date $ 248 $ ( 54 ) |
Schedule Of Carrying Amounts And Estimated Fair Values Of Long-Term Debt | March 31, December 31, 2021 2020 Carrying amount $ 5,665,596 $ 5,630,243 Estimated fair value 5,908,503 6,366,030 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Net Income Per Common Share [Abstract] | |
Schedule Of Earnings Per Share | Three Months Ended March 31, 2021 2020 Average common shares outstanding during the period for basic computation 254,565 236,122 Effect of dilutive securities: Forward equity sale agreement 3 - Issuance of common stock from private placement - 17,853 Tangible equity units - 607 Employee stock-based compensation 401 472 Average common shares outstanding during the period for diluted computation 254,969 255,054 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of PSU Transactions | Number Weighted of Average Share Units Fair Value Nonvested share units at beginning of period 283,007 $ 34.57 Granted 151,931 43.23 Performance criteria adjustment 28,548 53.49 Forfeited ( 1,078 ) 46.31 Share units issued ( 141,329 ) 31.26 Nonvested share units at end of period 321,079 41.61 |
Summary Of RSU Transactions | Number Weighted of Average Stock Units Fair Value Nonvested stock units at beginning of period 163,906 $ 40.80 Granted 85,717 44.44 Stock units vested and issued ( 47,735 ) 35.03 Forfeited ( 746 ) 40.10 Nonvested stock units at end of period 201,142 43.71 |
Summary Of Stock Option Transactions | Weighted Weighted Average Average Aggregate Exercise Remaining Intrinsic Shares Price Life (years) Value Outstanding at beginning of period 947,680 $ 35.22 Granted - - Forfeited ( 1,427 ) 35.77 Expired ( 773 ) 34.87 Exercised ( 20,201 ) 35.34 Outstanding at end of period 925,279 $ 35.21 7.6 $ 8,823,580 Exercisable at end of period 685,964 $ 34.95 7.4 $ 6,719,789 |
Performance Share Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Compensation Costs | Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 1,641 $ 510 Income tax benefit 462 144 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Compensation Costs | Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 604 $ 486 Income tax benefit 169 136 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Compensation Costs | Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 211 $ 501 Income tax benefit 60 142 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Compensation Costs | Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 93 $ 18 Income tax benefit 27 5 |
Summary Of Restricted Stock Transactions | Number Weighted of Average Shares Fair Value Nonvested restricted stock at beginning of period 13,228 $ 34.02 Granted - - Vested ( 11,952 ) 33.47 Nonvested restricted stock at end of period 1,276 $ 39.19 |
Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Compensation Costs | Three Months Ended March 31, 2021 2020 Stock-based compensation within operations and maintenance expenses $ 175 $ 175 Income tax benefit 51 51 |
Summary Of Nonvested Share Activity | Number Weighted of Average Stock Awards Fair Value Nonvested stock awards at beginning of period - $ - Granted 3,927 44.54 Vested ( 3,927 ) ( 44.54 ) Nonvested stock awards at end of period - - |
Pension Plans And Other Postr_2
Pension Plans And Other Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Components Of Net Periodic Benefit Costs | Pension Benefits Three Months Ended March 31, 2021 2020 Service cost $ 1,078 $ 763 Interest cost 3,061 2,540 Expected return on plan assets ( 5,907 ) ( 3,938 ) Amortization of prior service cost 140 148 Amortization of actuarial loss 1,071 1,992 Net periodic benefit cost $ ( 557 ) $ 1,505 Other Postretirement Benefits Three Months Ended March 31, 2021 2020 Service cost $ 203 $ 217 Interest cost 561 677 Expected return on plan assets ( 690 ) ( 675 ) Amortization of prior service credit ( 108 ) ( 116 ) Amortization of actuarial loss 95 156 Net periodic benefit cost $ 61 $ 259 |
Peoples Gas Acquisition [Member] | |
Components Of Net Periodic Benefit Costs | Other Postretirement Benefits Three Months Ended March 31, 2021 2020 Service cost $ 496 $ 77 Interest cost 278 54 Expected return on plan assets ( 349 ) ( 76 ) Amortization of actuarial loss ( 40 ) - Net periodic benefit cost $ 385 $ 55 |
Taxes Other Than Income Taxes (
Taxes Other Than Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Taxes Other Than Income Taxes [Abstract] | |
Components Of Taxes Other Than Income Taxes | Three Months Ended March 31, 2021 2020 Property $ 7,714 $ 7,033 Gross receipts, excise and franchise 3,684 3,122 Payroll 6,756 4,280 Regulatory assessments 838 700 Pumping fees 1,126 1,081 Other 923 220 Total taxes other than income $ 21,041 $ 16,436 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information [Abstract] | |
Company's Segment Information, Continuing Operations | Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Regulated Water Regulated Natural Gas Other Consolidated Regulated Water Regulated Natural Gas Other Consolidated Operating revenues $ 228,353 $ 343,115 $ 12,097 $ 583,565 $ 216,197 $ 38,544 $ 844 $ 255,585 Operations and maintenance expense 78,347 51,326 ( 4,598 ) 125,075 73,694 8,823 24,120 106,637 Purchased gas - 122,888 9,265 132,153 - 12,770 - 12,770 Depreciation and amortization 45,138 27,590 216 72,944 41,511 4,569 165 46,245 Operating income (loss) 89,447 136,864 6,041 232,352 86,506 11,715 ( 24,724 ) 73,497 Interest expense, net 26,460 17,296 6,626 50,382 25,495 1,887 2,705 30,087 Allowance for funds used during construction 3,247 ( 313 ) - 2,934 2,912 36 - 2,948 Equity (loss) earnings in joint venture - - - - - - ( 127 ) ( 127 ) Provision for income taxes (benefit) 3,633 432 701 4,766 3,127 ( 3,448 ) ( 6,803 ) ( 7,124 ) Net income (loss) 64,030 119,251 408 183,689 59,934 13,398 ( 21,551 ) 51,781 Capital expenditures 113,793 64,114 102 178,009 110,606 8,128 - 118,734 |
Company's Segment Information, Assets | March 31, December 31, 2021 2020 Total assets: Regulated water $ 7,957,080 $ 7,838,034 Regulated natural gas 5,374,760 5,303,507 Other 490,075 563,736 Consolidated $ 13,821,915 $ 13,705,277 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) | Mar. 31, 2021 |
Aqua Infrastructure [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage | 49.00% |
Revenue Recognition (Schedule O
Revenue Recognition (Schedule Of Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 583,565 | $ 255,585 |
Water [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 192,521 | 185,061 |
Revenue | 192,930 | 184,780 |
Water [Member] | Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 132,856 | 127,014 |
Water [Member] | Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 33,188 | 35,300 |
Water [Member] | Fire Protection [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 9,045 | 8,646 |
Water [Member] | Industrial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 6,989 | 6,942 |
Water [Member] | Other Water [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 10,443 | 7,159 |
Water [Member] | Alternative Revenue Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 409 | (281) |
Wastewater [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 31,551 | 28,235 |
Revenue | 31,597 | 28,213 |
Wastewater [Member] | Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 24,361 | 22,614 |
Wastewater [Member] | Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 4,995 | 4,451 |
Wastewater [Member] | Industrial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 445 | 446 |
Wastewater [Member] | Other Wastewater [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 1,750 | 724 |
Wastewater [Member] | Alternative Revenue Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 46 | (22) |
Natural Gas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 343,154 | 38,462 |
Revenue | 343,365 | 38,544 |
Natural Gas [Member] | Residential [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 214,194 | 22,900 |
Natural Gas [Member] | Commercial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 41,021 | 3,929 |
Natural Gas [Member] | Industrial [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 957 | 433 |
Natural Gas [Member] | Gas Transportation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 77,803 | 9,469 |
Natural Gas [Member] | Other Utility [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 9,179 | 1,731 |
Natural Gas [Member] | Alternative Revenue Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 211 | 82 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 3,826 | 3,204 |
Revenue | 15,673 | 4,048 |
Other [Member] | Other Utility [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from contracts with customers | 3,826 | 3,204 |
Other [Member] | Other And Eliminations [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 11,847 | $ 844 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Thousands | Mar. 16, 2020USD ($)customer | Jan. 31, 2021USD ($)customer | Dec. 31, 2020USD ($)customer | Oct. 31, 2020USD ($)customer | Sep. 30, 2020USD ($)customer | Jul. 31, 2020USD ($)customer | Jun. 30, 2020USD ($)customer | Jan. 31, 2020USD ($)customer | Sep. 30, 2019USD ($)customeritem | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 2,324,547 | $ 2,340,905 | $ 2,324,547 | $ 2,324,547 | ||||||||||
Operating revenues | 583,565 | $ 255,585 | ||||||||||||
Net income | $ 183,689 | 51,781 | ||||||||||||
Water And Wastewater Utility Systems [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 514 | 11,000 | ||||||||||||
Total purchase price | $ 4,859 | $ 53,000 | ||||||||||||
Peoples Gas Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 750,000 | |||||||||||||
Total purchase price | $ 3,465,344 | |||||||||||||
Indebtedness | 1,101,091 | |||||||||||||
short-term debt | 181,000 | |||||||||||||
Outstanding debt | 920,091 | |||||||||||||
Acquisition-related costs | 20,628 | 20,628 | 20,628 | |||||||||||
Acquisition-related costs, pre-tax | $ 25,197 | 25,197 | 25,197 | |||||||||||
Adjustments to acquisition financing | 10,700 | |||||||||||||
Adjustments to acquisition financing, Pre-tax | 14,342 | |||||||||||||
Adjustments to debt | 2,448 | |||||||||||||
Adjustments to debt, pre-tax | 3,442 | |||||||||||||
Elimination of management fee | 885 | |||||||||||||
Elimination of management fee, pre-tax | 1,245 | |||||||||||||
Pipeline term | 7 years | |||||||||||||
Pipeline cost | $ 120,000 | |||||||||||||
Customer rate credits | 23,004 | |||||||||||||
Property, plant and equipment, net | 2,476,551 | |||||||||||||
Goodwill | 2,277,447 | 16,400 | ||||||||||||
Transaction-related expenses | $ 25,397 | |||||||||||||
Operating revenues | 38,544 | |||||||||||||
Net income | $ 13,398 | |||||||||||||
Illinois [Member] | Wastewater Utility System [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 6,500 | |||||||||||||
Total purchase price | $ 32,100 | |||||||||||||
Pennsylvania [Member] | Wastewater Utility System [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 10,500 | 1,965 | 4,947 | |||||||||||
Total purchase price | $ 72,400 | $ 29,944 | $ 21,000 | |||||||||||
Delaware [Member] | Wastewater Utility System [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 16,000 | |||||||||||||
Retail customers | customer | 198,000 | |||||||||||||
Municipalities | item | 42 | |||||||||||||
Total purchase price | $ 276,500 | |||||||||||||
Ohio [Member] | Water And Wastewater Utility Systems [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 3,126 | |||||||||||||
Total purchase price | $ 7,472 | |||||||||||||
Texas [Member] | Water Utility System [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of customers | customer | 980 | |||||||||||||
Total purchase price | $ 4,000 | |||||||||||||
Water And Wastewater Utility Systems [Member] | Customer Rate Credits [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenues from contracts with customers | $ 18,924 | 4,080 | ||||||||||||
Natural Gas Utility [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Customer rate credits | $ 18,924 | 18,924 | $ 18,924 | |||||||||||
Natural Gas Utility [Member] | Peoples Gas Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 2,277,447 | |||||||||||||
Natural Gas Utility [Member] | Customer Rate Credits [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenues from contracts with customers | $ 23,004 |
Acquisitions (Schedule Of Purch
Acquisitions (Schedule Of Purchase Price Allocation) (Details) - Peoples Gas Acquisition [Member] $ in Thousands | Mar. 16, 2020USD ($) |
Business Acquisition [Line Items] | |
Base purchase price | $ 4,275,000 |
Estimated change in working capital | 43,935 |
Certain estimated capital expenditures | 247,500 |
Assumption of indebtedness | (1,101,091) |
Cash consideration | $ 3,465,344 |
Acquisitions (Preliminary Purch
Acquisitions (Preliminary Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 16, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,340,905 | $ 2,324,547 | |
Peoples Gas Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment, net | $ 2,476,551 | ||
Current assets | 233,334 | ||
Regulatory assets | 264,458 | ||
Goodwill | $ 16,400 | 2,277,447 | |
Other long-term assets | 75,071 | ||
Total assets acquired | 5,326,861 | ||
Current portion of long-term debt | 5,136 | ||
Loans payable | 181,000 | ||
Other current liabilities | 185,920 | ||
Long-term debt | 999,460 | ||
Deferred income taxes | 193,125 | ||
Regulatory liabilities | 129,418 | ||
Other long-term liabilities | 167,458 | ||
Total liabilities assumed | 1,861,517 | ||
Net assets acquired | 3,465,344 | ||
Peoples Gas Acquisition [Member] | Scenario, Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment, net | 2,476,551 | ||
Current assets | 242,531 | ||
Regulatory assets | 286,751 | ||
Goodwill | 2,261,047 | ||
Other long-term assets | 75,071 | ||
Total assets acquired | 5,341,951 | ||
Current portion of long-term debt | 5,136 | ||
Loans payable | 181,000 | ||
Other current liabilities | 186,120 | ||
Long-term debt | 999,460 | ||
Deferred income taxes | 213,647 | ||
Regulatory liabilities | 123,029 | ||
Other long-term liabilities | 168,215 | ||
Total liabilities assumed | 1,876,607 | ||
Net assets acquired | 3,465,344 | ||
Peoples Gas Acquisition [Member] | Revision of Prior Period, Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | (9,197) | ||
Regulatory assets | (22,293) | ||
Goodwill | 16,400 | ||
Total assets acquired | (15,090) | ||
Other current liabilities | (200) | ||
Deferred income taxes | (20,522) | ||
Regulatory liabilities | 6,389 | ||
Other long-term liabilities | (757) | ||
Total liabilities assumed | $ (15,090) |
Acquisitions (Pro Forma Summary
Acquisitions (Pro Forma Summary) (Details) - Peoples Gas Acquisition [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Operating revenues | $ 536,653 |
Net income | $ 137,292 |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 16, 2020 |
Goodwill [Line Items] | |||
Goodwill | $ 2,340,905 | $ 2,324,547 | |
Peoples Gas Acquisition [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 16,400 | $ 2,277,447 | |
Natural Gas Utility [Member] | Peoples Gas Acquisition [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 2,277,447 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Line Items] | |
Balance | $ 2,324,547 |
Goodwill acquired | |
Measurement period purchase price allocation adjustments | 16,400 |
Reclassification to utility plant acquisition adjustment | (42) |
Balance | 2,340,905 |
Water [Member] | Regulated [Member] | |
Goodwill [Line Items] | |
Balance | 58,659 |
Reclassification to utility plant acquisition adjustment | (42) |
Balance | 58,617 |
Natural Gas [Member] | Regulated [Member] | |
Goodwill [Line Items] | |
Balance | 2,261,047 |
Measurement period purchase price allocation adjustments | 16,400 |
Balance | 2,277,447 |
Other [Member] | |
Goodwill [Line Items] | |
Balance | 4,841 |
Goodwill acquired | |
Measurement period purchase price allocation adjustments | |
Reclassification to utility plant acquisition adjustment | |
Balance | $ 4,841 |
Disposition (Details)
Disposition (Details) - Aqua Infrastructure Subsidiary [Member] - USD ($) $ in Thousands | Oct. 30, 2020 | Sep. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Reserve | $ 3,700 | |
Ownership percentage | 49.00% |
Capitalization (Details)
Capitalization (Details) | Apr. 19, 2021USD ($) | Mar. 16, 2020USD ($) | Apr. 23, 2019USD ($)$ / shares | Mar. 29, 2019USD ($)item$ / sharesshares | Aug. 31, 2020USD ($)$ / agreementshares | Mar. 31, 2021USD ($)$ / shares$ / agreementshares | Mar. 31, 2020USD ($)shares | Apr. 15, 2021USD ($) | Dec. 31, 2020$ / sharesshares |
Debt Instrument [Line Items] | |||||||||
Private Placement | shares | 21,661,095 | ||||||||
Proceeds from private placement | $ 749,907,000 | ||||||||
Common stock, par value | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | ||||||
Common stock, shares authorized | shares | 600,000,000 | 600,000,000 | |||||||
Issuance expense | $ 20,606,000 | ||||||||
Private placement discount | 4.50% | ||||||||
Trading days | item | 20 | ||||||||
Diligence expenses | $ 4,000,000 | ||||||||
Shares settled | shares | 6,088,862 | ||||||||
Issuance of common stock from stock purchase contracts , shares | shares | 7,182,255 | 2,335,654 | |||||||
Stock Purchase Contracts | shares | 7,711,138 | ||||||||
Proceeds from issuance of common stock under dividend reinvestment plan | $ 4,161,000 | $ 4,062,000 | |||||||
Private placement price | $ / shares | $ 34.62 | ||||||||
Repayments of long-term debt | $ 46,305,000 | $ 11,509,000 | |||||||
Issuance of common stock from private placement, shares | shares | 21,661,095 | ||||||||
Transfer restrictions | 15 months | ||||||||
Forward Equity Sale Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from private placement | $ 0 | ||||||||
Common stock, shares authorized | shares | 6,700,000 | ||||||||
Forward price | $ / agreement | 46 | 45.08 | |||||||
Long-Term Debts [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face Amount | $ 400,000,000 | ||||||||
Debt issuance expense | $ 4,010,000 | ||||||||
Interest Rate | 2.40% | ||||||||
Aqua Ohio, Inc [Member] | Mortgage Bonds [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face Amount | $ 100,000,000 | ||||||||
Aqua Ohio, Inc [Member] | Mortgage Bonds Due 2031 [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face Amount | $ 50,000,000 | ||||||||
Interest Rate | 2.37% | ||||||||
Aqua Ohio, Inc [Member] | Mortgage Bonds Due 2051 [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face Amount | $ 50,000,000 | ||||||||
Interest Rate | 3.35% | ||||||||
Aqua Pennsylvania, Inc [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt term | 5 years | ||||||||
Repayments of long-term debt | $ 50,000,000 | ||||||||
LDC Funding LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Private placement, per share | $ / shares | $ 50 | ||||||||
Proceeds from tangible equity units | $ 690,000,000 | ||||||||
Initial principal amount | $ 119,081,000 | ||||||||
Initial principal amount per share | $ / shares | $ 8.62909 | ||||||||
Cash installment | $ / shares | $ 0.75000 | ||||||||
Cash installment rate | 6.00% | ||||||||
Debt issuance expense | $ 16,358,000 | ||||||||
Interest Rate | 3.00% | ||||||||
LDC Funding LLC [Member] | July 30, 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash installment | $ / shares | $ 0.80833 | ||||||||
LDC Funding LLC [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion to shares | $ / shares | 1.1790 | ||||||||
LDC Funding LLC [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion to shares | $ / shares | $ 1.4442 | ||||||||
Peoples Gas Acquisition [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Indebtedness | $ 1,101,091,000 | ||||||||
short-term debt | 181,000,000 | ||||||||
Outstanding debt | $ 920,091,000 | ||||||||
Peoples Gas Acquisition [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Rate | 2.90% | ||||||||
Indebtedness | $ 920,091,000 | ||||||||
Peoples Gas Acquisition [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Rate | 6.42% | ||||||||
Indebtedness | $ 181,000,000 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 18,046 | $ 4,827 |
Customers' advances for construction | 102,830 | 99,014 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans payable | 74,893 | 78,198 |
Mutual funds | 26,783 | 25,780 |
Cash and cash equivalents | $ 18,046 | $ 4,827 |
Financial Instruments (Summary
Financial Instruments (Summary Of Unrealized Gain And Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Financial Instruments [Abstract] | ||
Net gain (loss) recognized during the period on equity securities | $ 248 | $ (54) |
Less: net gain / loss recognized during the period on equity securities sold during the period | ||
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date | $ 248 | $ (54) |
Financial Instruments (Schedule
Financial Instruments (Schedule Of Carrying Amounts And Estimated Fair Values Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 5,665,596 | $ 5,630,243 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 5,908,503 | $ 6,366,030 |
Net Income Per Common Share (Na
Net Income Per Common Share (Narrative) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income Per Common Share [Abstract] | ||
Employee stock options excluded from calculations of diluted net income per share | 9,091,179 | 10,215,189 |
Number Of SharesTo Be Issued Basic Stock Purchase Contracts | 9,091,179 | |
Treshold | $ 42.41 |
Net Income Per Common Share (Sc
Net Income Per Common Share (Schedule Of Earnings Per Share) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income Per Common Share [Abstract] | ||
Average common shares outstanding during the period for basic computation | 254,565 | 236,122 |
Effect of dilutive securities: | ||
Forward equity sale agreement | 3 | |
Issuance of common stock from private placement | 17,853 | |
Tangible equity units | 607 | |
Employee stock-based compensation | 401 | 472 |
Average common shares outstanding during the period for diluted computation | 254,969 | 255,054 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 192,407 | 223,495 |
2004 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Underlying stock option and restricted stock awards available for grant | 0 | |
2009 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for issuance | 6,250,000 | |
Maximum number of shares may be issued pursuant to stock awards, stock units and other stock-based awards | 3,125,000 | |
Maximum number of shares subject to grants to any one individual in any one year | 500,000 | |
Underlying stock option and restricted stock awards available for grant | 2,130,087 | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period, in years | 3 years | |
Granted | 151,931 | |
Weighted average fair value of stock awards granted | $ 43.23 | $ 52.09 |
Amortization period of fair value of shares, in months | 36 months | |
Performance Share Units [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of target award amount the grantee may earn | 0.00% | |
Performance Share Units [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of target award amount the grantee may earn | 200.00% | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted period | 3 years | |
Granted | 85,717 | |
Weighted average fair value of stock awards granted | $ 44.44 | 47.10 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Shares | 0 | |
Vesting period, start, in years | 1 year | |
Vesting period, in years | 10 years | |
Stock Options [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.00% | |
Stock Options [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.00% | |
Stock Options [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 33.00% | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 0 | |
Weighted average fair value of stock awards granted | $ 0 | |
Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 3,927 | |
Weighted average fair value of stock awards granted | $ 44.54 | $ 41.58 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of PSU Transactions) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Share Units | 192,407 | 223,495 |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested share units at beginning of period, Number of Share Units | 283,007 | |
Granted, Number of Share Units | 151,931 | |
Performance criteria adjustment, Number of Share Units | 28,548 | |
Forfeited, Number of Share Units | (1,078) | |
Share units issued, Number of Share Units | (141,329) | |
Nonvested share units at end of period, Number of Share Units | 321,079 | |
Nonvested share units at beginning of period, Weighted Average Fair Value | $ 34.57 | |
Granted, Weighted Average Fair Value | 43.23 | $ 52.09 |
Performance criteria adjustment, Weighted Average Fair Value | 53.49 | |
Forfeited, Weighted Average Fair Value | 46.31 | |
Share units issued, Weighted Average Fair Value | 31.26 | |
Nonvested share units at end of period, Weighted Average Fair Value | $ 41.61 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary Of RSU Transactions) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Share Units | 192,407 | 223,495 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested share units at beginning of period, Number of Share Units | 163,906 | |
Granted, Number of Share Units | 85,717 | |
Stock units vested and issued, Number of Share Units | (47,735) | |
Forfeited, Number of Share Units | (746) | |
Nonvested share units at end of period, Number of Share Units | 201,142 | |
Nonvested share units at beginning of period, Weighted Average Fair Value | $ 40.80 | |
Granted, Weighted Average Fair Value | 44.44 | $ 47.10 |
Share units vested, Weighted Average Fair Value | 35.03 | |
Forfeited, Weighted Average Fair Value | 40.10 | |
Nonvested share units at end of period, Weighted Average Fair Value | $ 43.71 |
Stock-Based Compensation (Sum_3
Stock-Based Compensation (Summary Of Compensation Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation within operations and maintenance expenses | $ 211 | $ 501 |
Income tax benefit | 60 | 142 |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation within operations and maintenance expenses | 1,641 | 510 |
Income tax benefit | 462 | 144 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation within operations and maintenance expenses | 604 | 486 |
Income tax benefit | 169 | 136 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation within operations and maintenance expenses | 93 | 18 |
Income tax benefit | 27 | 5 |
Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation within operations and maintenance expenses | 175 | 175 |
Income tax benefit | $ 51 | $ 51 |
Stock-Based Compensation (Sum_4
Stock-Based Compensation (Summary Of Stock Option Transactions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercised, Shares | (20,201) | (56,106) |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of period, Shares | 947,680 | |
Granted, Shares | 0 | |
Forfeited, Shares | (1,427) | |
Expired, Shares | (773) | |
Exercised, Shares | (20,201) | |
Outstanding at end of period, Shares | 925,279 | |
Exercisable at end of period, Shares | 685,964 | |
Outstanding at beginning of period, Weighted Average Exercise Price | $ 35.22 | |
Forfeited, Weighted Average Exercise Price | 35.77 | |
Expired, Weighted Average Exercise Price | 34.87 | |
Exercised, Weighted Average Exercise Price | 35.34 | |
Outstanding at end of period, Weighted Average Exercise Price | 35.21 | |
Exercisable at end of period, Weighted Average Exercise Price | $ 34.95 | |
Outstanding at end of period, Weighted Average Remaining Life (years) | 7 years 7 months 6 days | |
Exercisable at end of period, Weighted Average Remaining Life (years) | 7 years 4 months 24 days | |
Outstanding at end of period, Aggregate Intrinsic Value | $ 8,823,580 | |
Exercisable at end of period, Aggregate Intrinsic Value | $ 6,719,789 |
Stock-Based Compensation (Sum_5
Stock-Based Compensation (Summary Of Nonvested Share Activity) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Share Units | 192,407 | 223,495 |
Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested share units at beginning of period, Number of Share Units | ||
Granted, Number of Share Units | 3,927 | |
Stock units vested and issued, Number of Share Units | (3,927) | |
Nonvested share units at end of period, Number of Share Units | ||
Nonvested share units at beginning of period, Weighted Average Fair Value | ||
Granted, Weighted Average Fair Value | 44.54 | $ 41.58 |
Share units vested, Weighted Average Fair Value | 44.54 | |
Nonvested share units at end of period, Weighted Average Fair Value |
Stock-Based Compensation (Sum_6
Stock-Based Compensation (Summary Of Restricted Stock Transactions) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Share Units | 192,407 | 223,495 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested share units at beginning of period, Number of Share Units | 13,228 | |
Granted, Number of Share Units | 0 | |
Stock units vested and issued, Number of Share Units | (11,952) | |
Nonvested share units at end of period, Number of Share Units | 1,276 | |
Nonvested share units at beginning of period, Weighted Average Fair Value | $ 34.02 | |
Granted, Weighted Average Fair Value | 0 | |
Share units vested, Weighted Average Fair Value | 33.47 | |
Nonvested share units at end of period, Weighted Average Fair Value | $ 39.19 |
Pension Plans And Other Postr_3
Pension Plans And Other Postretirement Benefits (Narrative) (Details) - Pension Benefits [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Cash contributions made by the Company | $ 6,332 |
Cash contributions remainder of 2020 | $ 8,443 |
Pension Plans And Other Postr_4
Pension Plans And Other Postretirement Benefits (Components Of Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1,078 | $ 763 |
Interest cost | 3,061 | 2,540 |
Expected return on plan assets | (5,907) | (3,938) |
Amortization of prior service cost | 140 | 148 |
Amortization of actuarial loss | 1,071 | 1,992 |
Net periodic benefit cost | (557) | 1,505 |
Other Postretirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 203 | 217 |
Interest cost | 561 | 677 |
Expected return on plan assets | (690) | (675) |
Amortization of prior service cost | (108) | (116) |
Amortization of actuarial loss | 95 | 156 |
Net periodic benefit cost | 61 | 259 |
Peoples Gas Acquisition [Member] | Other Postretirement Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 496 | 77 |
Interest cost | 278 | 54 |
Expected return on plan assets | (349) | (76) |
Amortization of actuarial loss | (40) | |
Net periodic benefit cost | $ 385 | $ 55 |
Rate Activity (Details)
Rate Activity (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | Mar. 31, 2021 |
Pennsylvania Operating Division [Member] | ||
Water And Wastewater Rates [Line Items] | ||
Base rate increase (decrease) | $ (277) | |
Illinois And North Carolina [Member] | ||
Water And Wastewater Rates [Line Items] | ||
Base rate increase (decrease) | 10,725 | |
New Jersey, Ohio And Indiana [Member] | ||
Water And Wastewater Rates [Line Items] | ||
Base rate increase (decrease) | 1,559 | |
Virginia [Member] | ||
Water And Wastewater Rates [Line Items] | ||
Base rate increase (decrease) | $ 1,733 | |
Billed revenue subject to refund based on the outcome | 242 | |
Kentucky [Member] | ||
Water And Wastewater Rates [Line Items] | ||
Base rate increase (decrease) | $ 747 |
Taxes Other Than Income Taxes_2
Taxes Other Than Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | $ 21,041 | $ 16,436 |
Property [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | 7,714 | 7,033 |
Gross Receipts, Excise And Franchise [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | 3,684 | 3,122 |
Payroll [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | 6,756 | 4,280 |
Regulatory Assessments [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | 838 | 700 |
Pumping Fees [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | 1,126 | 1,081 |
Other [Member] | ||
Taxes Other Than Income [Line Items] | ||
Total taxes other than income | $ 923 | $ 220 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) - 3 months ended Mar. 31, 2021 | segment | item |
Segment Reporting Information [Line Items] | ||
Operating Segments | 12 | |
Reportable Segments | 2 | |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating Segments | 2 | 3 |
Water And Wastewater Utility Systems [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating Segments | 8 |
Segment Information (Company's
Segment Information (Company's Segment Information, Continuing Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Operating revenues | $ 583,565 | $ 255,585 |
Operations and maintenance expense | 125,075 | 106,637 |
Purchased gas | 132,153 | 12,770 |
Depreciation and amortization | 72,944 | 46,245 |
Operating income (loss) | 232,352 | 73,497 |
Interest expense, net | 50,382 | 30,087 |
Allowance for funds used during construction | 2,934 | 2,948 |
Equity earnings in joint venture | (127) | |
Provision for income taxes | 4,766 | (7,124) |
Net income (loss) | 183,689 | 51,781 |
Capital expenditures | 178,009 | 118,734 |
Water [Member] | Regulated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 228,353 | 216,197 |
Operations and maintenance expense | 78,347 | 73,694 |
Depreciation and amortization | 45,138 | 41,511 |
Operating income (loss) | 89,447 | 86,506 |
Interest expense, net | 26,460 | 25,495 |
Allowance for funds used during construction | 3,247 | 2,912 |
Provision for income taxes | 3,633 | 3,127 |
Net income (loss) | 64,030 | 59,934 |
Capital expenditures | 113,793 | 110,606 |
Natural Gas [Member] | Regulated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 343,115 | 38,544 |
Operations and maintenance expense | 51,326 | 8,823 |
Purchased gas | 122,888 | 12,770 |
Depreciation and amortization | 27,590 | 4,569 |
Operating income (loss) | 136,864 | 11,715 |
Interest expense, net | 17,296 | 1,887 |
Allowance for funds used during construction | (313) | 36 |
Provision for income taxes | 432 | (3,448) |
Net income (loss) | 119,251 | 13,398 |
Capital expenditures | 64,114 | 8,128 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating revenues | 12,097 | 844 |
Operations and maintenance expense | (4,598) | 24,120 |
Purchased gas | 9,265 | |
Depreciation and amortization | 216 | 165 |
Operating income (loss) | 6,041 | (24,724) |
Interest expense, net | 6,626 | 2,705 |
Allowance for funds used during construction | ||
Equity earnings in joint venture | (127) | |
Provision for income taxes | 701 | (6,803) |
Net income (loss) | 408 | (21,551) |
Capital expenditures | $ 102 |
Segment Information (Company'_2
Segment Information (Company's Segment Information, Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 13,821,915 | $ 13,705,277 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 490,075 | 563,736 |
Regulated [Member] | Water [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 7,957,080 | 7,838,034 |
Regulated [Member] | Natural Gas [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 5,374,760 | $ 5,303,507 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) | Aug. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | |||||
Aggregate amount accrued for loss contingencies | $ 17,627,000 | ||||
Amount probable of recovery through insurance | 3,294,000 | ||||
Insurance reserve for employee medical benefit program | $ 1,535,000 | $ 0 | |||
Insurance proceeds | $ 2,874,000 | ||||
Peoples Gas Acquisition [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Pipeline term | 7 years | ||||
Pipeline cost | $ 120,000,000 | ||||
Customer rate credits | $ 23,004,000 | ||||
Water And Wastewater Utility Systems [Member] | Aqua Pennsylvania, Inc [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Customer rate credits | $ 4,080,000 | ||||
Natural Gas Utility [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Customer rate credits | $ 18,924,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 2.50% | (16.00%) |
Corporate federal income tax rate | 21.00% | 21.00% |
Regulatory Liabilities | $ 160,655 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Effective income tax rate | 2.50% | 9.99% |