November 26, 2020

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Essential Utilities Reports Financial Results for Q3 2020

Earns $0.22 per share (GAAP) and adjusted earnings per share of $0.23 (Non-GAAP) Refines 2020 annual adjusted earnings guidance to the top end of the $1.53 to $1.58 range Signs agreement with Lower Makefield for 11,000 customer connections Publishes Environmental, Social and Governance (ESG) report BRYN MAWR, Pa.--(BUSINESS WIRE)--Essential Utilities Inc. (NYSE: WTRG), today reported results for the third quarter ended Sept. 30, 2020. Company Highlights “Our commitment to providing safe, reliable, affordable resources during these uncertain times has never been more important for our customers and the communities we serve,” said Essential Chairman and CEO Christopher Franklin. The company has made donations to several nonprofits to support communities in need and enhanced the low-income assistance program to ensure customers continue to receive its services. “We are pleased to have published our 2019 Environmental, Social and Governance (ESG) report, highlighting our commitment to environmental stewardship, sustainable business practices, employee safety, diversity and inclusion, customer experience and community engagement. We look to bring the same ESG focus to the natural gas business as we expect to announce a companywide emissions reduction target in the next six months. We are also pleased that, due to the combined efforts across our 10-state footprint, we are able to refine our annual adjusted earnings per share guidance to the top end of the $1.53 to $1.58 range,” stated Franklin. Operating Results Essential reported net income of $55.7 million (GAAP) for the third quarter 2020, or $0.22 per share (GAAP), compared to $88.5 million, or $0.38 per share, for the third quarter 2019. Results for the third quarter of 2020 include the operating results of Peoples, which largely comprises the company’s regulated natural gas segment, and results for the third quarter of 2019 include Peoples transaction-related items. Adjusting for transaction-related water rate credits issued to utility customers, adjusted net income in the third quarter of 2020 was $58.6 million (non-GAAP), or $0.23 per share (non-GAAP). Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results. Revenues for the quarter were $348.6 million, an increase of 43.1% compared to $243.6 million in the third quarter of 2019. The natural gas utility acquired in the first quarter contributed $92.1 million of this revenue growth, while the remainder was due to increased volume, growth and rate and surcharge increases in the regulated water segment. Adjusted revenues for the third quarter of 2020, which exclude water rate credits issued to utility customers, were $352.7 million (non-GAAP). Operations and maintenance expenses increased to $136.2 million for the third quarter of 2020 compared to $82.0 million in the third quarter of 2019. The increase in operations and maintenance expenses was primarily a result of operations and maintenance expenses of $62.2 million from the acquisition of Peoples. The regulated water segment reported revenues for the quarter of $255.7 million, an increase of 5.3% compared to $242.9 million in the third quarter of 2019. Increased volume and rates and surcharges were the largest contributors to the increase in revenues for the period, in addition to customer growth from both organic growth and acquisitions. Operations and maintenance expenses for the regulated water segment decreased by 2.2% to $79.3 million for the third quarter of 2020. The regulated natural gas segment reported revenues for the third quarter of 2020 of $88.9 million. Operations and maintenance for the same period for the regulated natural gas segment were $59.6 million and purchased gas costs were $14.8 million. For the first nine months of 2020, the company reported revenues of $988.7 million compared to $663.7 million in the first nine months of 2019. Adjusted revenues for the first nine months, which exclude water rate credits issued to utility customers, were $992.8 million (non-GAAP). Operations and maintenance expenses for the first nine months of 2020 were $371.4 million compared to $247.8 million in 2019. As of Sept. 30, 2020, Essential reported year-to-date net income of $182.1 million or $0.71 per share (GAAP) compared to $160.3 million or $0.76 per share (GAAP) reported through the same period of 2019. Adjusted income and adjusted income per share (both non-GAAP financial measures) for the first nine months of 2020, exclude the impact of both the Peoples transaction-related water rate credits issued to utility customers of $4.1 million and Peoples transaction-related expenses, and include a normalized pro forma adjustment for the Peoples operating results for the period Jan. 1, 2020 to March 15, 2020 to provide the basis for a 2020 full-year run rate of operating results. Adjusted income for the first nine months of 2020 was $286.9 million or $1.12 per share (non-GAAP). The fourth quarter of 2020 will include additional rate credits to be issued to gas utility customers of $18.9 million. Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results. Dividend On Oct. 21, 2020, Essential’s board of directors declared a quarterly cash dividend of $0.2507 per share of common stock. This dividend will be payable on Dec. 1, 2020 to shareholders of record on Nov. 13, 2020. The company has paid a consecutive quarterly cash dividend for more than 75 years. Financing In August, Essential announced an offering of 6.7 million shares of common stock via a forward equity sale agreement. The company will not receive any proceeds from the sale of our common stock by the forward purchaser until settlement of all or a portion of the agreement. If assuming full settlement today, the company would receive approximately $306 million in proceeds which are expected to be used to fund general corporate purposes, including the acquisition of the Delaware County Regional Water Quality Control Authority (DELCORA) and other water and wastewater acquisitions in its pipeline. The forward sale agreement allows the company to settle the transaction between now and Aug. 10, 2021. Water utility acquisition growth Essential’s continued acquisition growth allows the company to provide safe and reliable water and wastewater service to an even larger customer base. On October 8, 2020, the company’s regulated water segment subsidiary, Aqua Illinois, closed its acquisition of the Rockwell Utilities water and wastewater system, adding approximately $5.15 million in rate base. In the first nine months of 2020, customer growth for the company’s water utilities has totaled 1.5% including organic growth. The company has signed purchase agreements for other municipal water and wastewater acquisitions that are expected to add the equivalent of over 212,000 water and wastewater retail customers and approximately $363 million in expected rate base. This includes the recently announced, signed purchase agreement to acquire the wastewater system of Lower Makefield, a Pennsylvania utility with approximately 11,000 customer connections and the previously announced, signed purchase agreement between Essential’s regulated water segment subsidiary, Aqua Pennsylvania Wastewater, and DELCORA. “We remain focused on advancing the DELCORA acquisition, while continuing to partner with municipalities, like Lower Makefield, to provide the operational excellence that has become synonymous with our 134-year-old company,” added Franklin. Capital expenditures Essential invested $554.1 million in the first nine months of the year to improve its regulated water and natural gas infrastructure systems and to enhance its customer service across its operations. This does not include an additional $53.5 million that was invested by Peoples, pre-closing, during the period from Jan. 1, 2020 to March 15, 2020. The company remains on track to replace and expand its water and wastewater utility infrastructure by investing approximately $550 million in 2020. Additionally, the company expects to invest approximately $400 million in 2020 to replace and upgrade its natural gas utility infrastructure (including capital invested in 2020 prior to Essential’s ownership), leading to significant reductions in methane emissions that occur in aged gas pipes. In total, infrastructure investments of approximately $2.8 billion are expected through 2022 to improve water and natural gas systems (including capital invested at Peoples in 2020 prior to Essential’s ownership) and better serve our customers through improved information technology. The capital investments made to rehabilitate and expand the infrastructure of the communities Essential serves are critical to its mission of safely and reliably delivering Earth’s most essential resources. Rate activity To date in 2020, the regulated water segment has received rate awards or infrastructure surcharges in Illinois, Indiana, North Carolina, Ohio, Virginia and Pennsylvania totaling an estimated increase in annualized revenues of $21.0 million. Additionally, the regulated natural gas segment has received infrastructure surcharges in Kentucky and Pennsylvania totaling an estimated increase to annualized revenues of $1.0 million. The company currently has proceedings pending in New Jersey, Virginia and Indiana for its regulated water segment, which would add $2.9 million in incremental revenue. Essential refines 2020 guidance The company continues to monitor the effects of the COVID-19 pandemic on its customers, employees and the business and will update guidance impacts from the pandemic in the future if needed. At this time, the company’s updated 2020 full-year guidance is: Expects adjusted income per diluted common share (non-GAAP) at the top end of the $1.53 to $1.58 range Earnings growth CAGR of 5 to 7 percent for 2019 through 2022 Regulated water segment infrastructure investments of approximately $550 million in 2020 Regulated natural gas segment infrastructure investments of approximately $400 million in 2020 on full-year basis (adjusted to include capital invested in 2020 prior to Essential’s ownership) Infrastructure investments of approximately $2.8 billion through 2022 in existing operations to rehabilitate and strengthen water, wastewater, and natural gas systems (including regulated natural gas segment capital invested in 2020 prior to Essential’s ownership) Regulated water segment rate base compound annual growth rate of 6 to 7 percent through 2022 Regulated natural gas segment rate base compound annual growth rate of 8 to 10 percent through 2022 Total annual regulated water segment customer growth of between 2 and 3 percent on average depending upon regulatory approval Gas customer count expected to be relatively stable for 2020 Please refer to the reconciliation of GAAP and non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results. Essential Utilities does not guarantee future results of any kind. Guidance is subject to risks and uncertainties, including, without limitation, those factors outlined in the “Forward Looking Statements” of this release and the “Risk Factors” section of the company’s annual and quarterly reports filed with the Securities and Exchange Commission. Earnings Call Information Date: Nov. 4, 2020 Time: 11 a.m. EST (please dial in by 10:45 a.m.) Webcast and slide presentation link: https://www.essential.co/events-and-presentations/events-calendarReplay Dial-in #: 888.203.1112 (U.S.) & +1 719.457.0820 (International) Confirmation code: 8195013 The company’s conference call with financial analysts will take place Wednesday, Nov. 4, 2020 at 11 a.m. Eastern Standard Time. The call and presentation will be webcast live so that interested parties may listen over the internet by logging on to Essential.co and following the link for Investors. The conference call will be archived in the Investor Relations section of the company’s website for 90 days following the call. Additionally, the call will be recorded and made available for replay at 2 p.m. on Nov. 4, 2020 for 10 business days following the call. To access the audio replay in the U.S., dial 888-203-1112 (pass code 8195013). International callers can dial +1 719-457-0820 (pass code 8195013). About Essential Essential is one of the largest publicly traded water, wastewater and natural gas providers in the U.S., serving approximately 5 million people across 10 states under the Aqua and Peoples brands. Essential is committed to excellence in proactive infrastructure investment, regulatory expertise, operational efficiency and environmental stewardship. The company recognizes the importance water and natural gas play in everyday life and is proud to deliver safe, reliable services that contribute to the quality of life in the communities it serves. For more information, visit http://www.essential.co. Forward-looking statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others: the guidance range of adjusted income per diluted common share for the fiscal year ending in 2020; the 3-year earnings growth from 2019 to 2022; the projected total regulated water segment customer growth for 2020; the anticipated amount of capital investment in 2020; the anticipated amount of capital investment from 2020 through 2022; and the company’s anticipated rate base growth from 2020 through 2022. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: disruptions in the global economy; financial and workforce impacts from the COVID-19 pandemic; the continuation of the company's growth-through-acquisition program; the company’s continued ability to adapt itself for the future and build value by fully optimizing company assets; general economic business conditions; the company’s ability to fund needed infrastructure; housing and customer growth trends; unfavorable weather conditions; the success of certain cost-containment initiatives; changes in regulations or regulatory treatment; availability and access to capital; the cost of capital; disruptions in the credit markets; the success of growth initiatives; the company’s ability to successfully close municipally owned systems presently under agreement; the company’s ability to continue to deliver strong results; the company’s ability to continue to pay its dividend, add shareholder value and grow earnings; municipalities’ willingness to privatize their water and/or wastewater utilities; the company’s ability to control expenses and create and maintain efficiencies; the company’s ability to acquire municipally owned water and wastewater systems listed in its “pipeline”; and other factors discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission. For more information regarding risks and uncertainties associated with Essential's business, please refer to Essential's annual, quarterly and other SEC filings. Essential is not under any obligation - and expressly disclaims any such obligation - to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. WTRGF Essential Utilities, Inc. and Subsidiaries Selected Operating Data (In thousands, except per share amounts) (Unaudited) Quarter Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Operating revenues $ 348,647 $ 243,626 $ 988,700 $ 663,650 Operations and maintenance expense $ 136,174 $ 82,022 $ 371,415 $ 247,781 Net income $ 55,732 $ 88,489 $ 182,142 $ 160,316 Basic net income per common share $ 0.22 $ 0.38 $ 0.73 $ 0.76 Diluted net income per common share $ 0.22 $ 0.38 $ 0.71 $ 0.76 Basic average common shares outstanding 254,280 232,053 248,212 209,971 Diluted average common shares outstanding 255,162 232,464 255,139 210,335 Essential Utilities, Inc. and Subsidiaries Consolidated Statement of Income (In thousands, except per share amounts) (Unaudited) Quarter Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Operating revenues $ 348,647 $ 243,626 $ 988,700 $ 663,650 Cost & expenses: Operations and maintenance 136,174 82,022 371,415 247,781 Purchased gas 16,744 - 72,934 - Depreciation 68,175 39,489 181,666 118,113 Amortization 1,766 444 4,412 (2,140 ) Taxes other than income taxes 20,555 15,201 56,424 45,038 Total 243,414 137,156 686,851 408,792 Operating income 105,233 106,470 301,849 254,858 Other expense (income): Interest expense 49,861 32,643 136,650 92,239 Interest income (114 ) (9,680 ) (5,346 ) (18,117 ) Allowance for funds used during construction (3,543 ) (4,613 ) (8,721 ) (12,280 ) Change in fair value of interest rate swap agreements - - - 23,742 Loss on debt extinguishment - - - 18,920 Gain on sale of other assets (233 ) (175 ) (358 ) (443 ) Equity loss (earnings) in joint venture 3,626 (135 ) 3,283 (1,918 ) Other (4,127 ) 1,494 (3,170 ) 4,293 Income before income taxes 59,763 86,936 179,511 148,422 Provision for income taxes (benefit) 4,031 (1,553 ) (2,631 ) (11,894 ) Net income $ 55,732 $ 88,489 $ 182,142 $ 160,316 Net income per common share: Basic $ 0.22 $ 0.38 $ 0.73 $ 0.76 Diluted $ 0.22 $ 0.38 $ 0.71 $ 0.76 Average common shares outstanding: Basic 254,280 232,053 248,212 209,971 Diluted 255,162 232,464 255,139 210,335 Essential Utilities, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share amounts) (Unaudited) The Company is providing disclosure of the reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures. The Company believes that the non-GAAP financial measures "adjusted operating revenues," "adjusted income," and "adjusted income per common share" provide investors the ability to measure the Company’s financial operating performance by adjustment, which is more indicative of the Company’s ongoing performance and is more comparable to measures reported by other companies. The Company further believes that the presentation of these non-GAAP financial measures is useful to investors as a more meaningful way to compare the Company’s operating performance against its historical financial results. This reconciliation includes a presentation of the non-GAAP financial measures "adjusted operating revenues," “adjusted income,” and “adjusted income per common share” and have been adjusted for the following items: (1) Transaction-related water rate credits issued to Pennsylvania utility customers in September 2020. (2) Transaction-related expenses for the Company's Peoples acquisition that closed on March 16, 2020, which consists of costs of $2,496 recorded as operations and maintenance expenses for the three months ended September 30, 2019 and $25,397 and $21,886 for the nine months ended September 30, 2020 and 2019, respectively, primarily representing expenses associated with investment banking fees, obtaining regulatory approvals, legal expenses, and integration planning. Additionally included in transaction-related expenses for the nine months ended September 30, 2019 are mark-to-market fair value adjustments of $23,742 associated with interest rate swap agreements for debt issued related to the Peoples transaction. The interest rate swap agreements were settled on April 24, 2019, which coincided with the debt financings to partially fund the Peoples acquisition. Further, expenses of $871 for the three months ended September 30, 2019 and $19,825 for the nine months ended September 30, 2019 associated with the refinancing of existing debt that occurred in May 2019 are included in transaction-related expenses; (3) In order to illustrate the full-year 2020 effects of the Peoples acquisition as if this transaction closed on January 1, 2020, this adjustment includes both the estimated impact of Peoples Gas pre-tax operating results for the period in 2020 prior to closing from January 1, 2020 to March 15, 2020, as well as the additional net interest expense expected to have been incurred for partially funding the estimated purchase price of Peoples; (4) Pre-acquisition interest expense of $4,757, net of interest income of $2,757, for the three months ended September 30, 2019 and $8,249, net of interest income of $4,931 for the nine months ended September 30, 2019, commencing in the second quarter of 2019 for funds borrowed prior to the completion of the Company's Peoples acquisition on March 16, 2020; (5) On April 26, 2019, the Company issued $313,500 of notes so as to complete an early extinguishment of $313,500 of existing debt on May 18, 2019. The Company incurred overlapping interest expense during this 22-day period of $858, net of interest income earned of $406, on the borrowed funds, and considers this overlapping net interest expense of $452 to be a transaction-related expense; (6) Interest income earned on the proceeds received from our April 2019 equity offerings of common shares and tangible equity units prior to the completion of the Company's Peoples acquisition on March 16, 2020; (7) The income tax impact of the non-GAAP adjustments described above; and (8) The effect on average diluted shares outstanding of the shares issued in April 2019 for our common share and tangible equity unit issuances prior to the completion of the Company's Peoples acquisition on March 16, 2020. These financial measures are measures of the Company’s operating performance that do not comply with U.S. generally accepted accounting principles (GAAP), and are thus considered to be “non-GAAP financial measures” under applicable Securities and Exchange Commission regulations. These non-GAAP financial measures are derived from our consolidated financial information, if available, and is provided to supplement the Company's GAAP measures, and should not be considered as a substitute for measures of financial performance prepared in accordance with GAAP. The following reconciles our GAAP results to the non-GAAP information we disclose : Quarter Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Operating revenues (GAAP financial measure) $ 348,647 $ 243,626 $ 988,700 $ 663,650 (1) Transaction-related water rate credits issued to utility customers 4,080 - 4,080 - Adjusted operating revenues (Non-GAAP financial measure) $ 352,727 $ 243,626 $ 992,780 $ 663,650 Net income (GAAP financial measure) $ 55,732 $ 88,489 $ 182,142 $ 160,316 (1) Transaction-related water rate credits issued to utility customers 4,080 - 4,080 - (2) Transaction-related expenses for the Peoples transaction closed March 16, 2020 - 3,367 25,573 65,453 (3) Adjustments to provide full-year 2020 run rate of Peoples operating results, including additional net interest expense - - 108,132 - (4) Pre-acquisition interest expense for funds borrowed for acquisition of Peoples, net - 2,000 - 3,318 (5) Overlapping interest expense on refinanced debt - - - 452 (6) Interest income earned on proceeds from April 2019 equity offerings - (9,071 ) - (16,479 ) (7) Income tax effect of non-GAAP adjustments (1,179 ) 810 (32,982 ) (10,926 ) Adjusted income (Non-GAAP financial measure) $ 58,633 $ 85,595 $ 286,945 $ 202,134 Net income per common share (GAAP financial measure): Basic $ 0.22 $ 0.38 $ 0.73 $ 0.76 Diluted $ 0.22 $ 0.38 $ 0.71 $ 0.76 Adjusted income per common share (Non-GAAP financial measure): Diluted $ 0.23 $ 0.48 $ 1.12 $ 1.13 Average common shares outstanding: Basic 254,280 232,053 248,212 209,971 Diluted 255,162 232,464 255,139 210,335 Average common shares outstanding: Shares used in calculating diluted net income per common share 255,162 232,464 255,139 210,335 (8) Less: Adjustment for effects of April 2019 common share issuance - (37,370 ) - (22,039 ) (8) Less: Adjustment for effects of April 2019 tangible equity unit issuance - (16,270 ) - (9,595 ) Shares used in calculating adjusted diluted income per common share (Non-GAAP financial measure) 255,162 178,824 255,139 178,701 Contacts Brian Dingerdissen Essential Utilities Inc. Investor Relations O: 610.645.1191 [email protected] Gretchen Toner Communications and Marketing 484.368.4816 [email protected] Read full story here

Earns $0.22 per share (GAAP) and adjusted earnings per share of $0.23 (Non-GAAP)

Refines 2020 annual adjusted earnings guidance to the top end of the $1.53 to $1.58 range

Signs agreement with Lower Makefield for 11,000 customer connections

Publishes Environmental, Social and Governance (ESG) report

BRYN MAWR, Pa.–(BUSINESS WIRE)–Essential Utilities Inc. (NYSE: WTRG), today reported results for the third quarter ended Sept. 30, 2020.

Company Highlights

“Our commitment to providing safe, reliable, affordable resources during these uncertain times has never been more important for our customers and the communities we serve,” said Essential Chairman and CEO Christopher Franklin. The company has made donations to several nonprofits to support communities in need and enhanced the low-income assistance program to ensure customers continue to receive its services.

“We are pleased to have published our 2019 Environmental, Social and Governance (ESG) report, highlighting our commitment to environmental stewardship, sustainable business practices, employee safety, diversity and inclusion, customer experience and community engagement. We look to bring the same ESG focus to the natural gas business as we expect to announce a companywide emissions reduction target in the next six months. We are also pleased that, due to the combined efforts across our 10-state footprint, we are able to refine our annual adjusted earnings per share guidance to the top end of the $1.53 to $1.58 range,” stated Franklin.

Operating Results

Essential reported net income of $55.7 million (GAAP) for the third quarter 2020, or $0.22 per share (GAAP), compared to $88.5 million, or $0.38 per share, for the third quarter 2019. Results for the third quarter of 2020 include the operating results of Peoples, which largely comprises the company’s regulated natural gas segment, and results for the third quarter of 2019 include Peoples transaction-related items. Adjusting for transaction-related water rate credits issued to utility customers, adjusted net income in the third quarter of 2020 was $58.6 million (non-GAAP), or $0.23 per share (non-GAAP). Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results.

Revenues for the quarter were $348.6 million, an increase of 43.1% compared to $243.6 million in the third quarter of 2019. The natural gas utility acquired in the first quarter contributed $92.1 million of this revenue growth, while the remainder was due to increased volume, growth and rate and surcharge increases in the regulated water segment. Adjusted revenues for the third quarter of 2020, which exclude water rate credits issued to utility customers, were $352.7 million (non-GAAP). Operations and maintenance expenses increased to $136.2 million for the third quarter of 2020 compared to $82.0 million in the third quarter of 2019. The increase in operations and maintenance expenses was primarily a result of operations and maintenance expenses of $62.2 million from the acquisition of Peoples.

The regulated water segment reported revenues for the quarter of $255.7 million, an increase of 5.3% compared to $242.9 million in the third quarter of 2019. Increased volume and rates and surcharges were the largest contributors to the increase in revenues for the period, in addition to customer growth from both organic growth and acquisitions. Operations and maintenance expenses for the regulated water segment decreased by 2.2% to $79.3 million for the third quarter of 2020.

The regulated natural gas segment reported revenues for the third quarter of 2020 of $88.9 million. Operations and maintenance for the same period for the regulated natural gas segment were $59.6 million and purchased gas costs were $14.8 million.

For the first nine months of 2020, the company reported revenues of $988.7 million compared to $663.7 million in the first nine months of 2019. Adjusted revenues for the first nine months, which exclude water rate credits issued to utility customers, were $992.8 million (non-GAAP). Operations and maintenance expenses for the first nine months of 2020 were $371.4 million compared to $247.8 million in 2019.

As of Sept. 30, 2020, Essential reported year-to-date net income of $182.1 million or $0.71 per share (GAAP) compared to $160.3 million or $0.76 per share (GAAP) reported through the same period of 2019. Adjusted income and adjusted income per share (both non-GAAP financial measures) for the first nine months of 2020, exclude the impact of both the Peoples transaction-related water rate credits issued to utility customers of $4.1 million and Peoples transaction-related expenses, and include a normalized pro forma adjustment for the Peoples operating results for the period Jan. 1, 2020 to March 15, 2020 to provide the basis for a 2020 full-year run rate of operating results. Adjusted income for the first nine months of 2020 was $286.9 million or $1.12 per share (non-GAAP). The fourth quarter of 2020 will include additional rate credits to be issued to gas utility customers of $18.9 million. Please refer to the reconciliation of GAAP to non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results.

Dividend

On Oct. 21, 2020, Essential’s board of directors declared a quarterly cash dividend of $0.2507 per share of common stock. This dividend will be payable on Dec. 1, 2020 to shareholders of record on Nov. 13, 2020. The company has paid a consecutive quarterly cash dividend for more than 75 years.

Financing

In August, Essential announced an offering of 6.7 million shares of common stock via a forward equity sale agreement. The company will not receive any proceeds from the sale of our common stock by the forward purchaser until settlement of all or a portion of the agreement. If assuming full settlement today, the company would receive approximately $306 million in proceeds which are expected to be used to fund general corporate purposes, including the acquisition of the Delaware County Regional Water Quality Control Authority (DELCORA) and other water and wastewater acquisitions in its pipeline. The forward sale agreement allows the company to settle the transaction between now and Aug. 10, 2021.

Water utility acquisition growth

Essential’s continued acquisition growth allows the company to provide safe and reliable water and wastewater service to an even larger customer base. On October 8, 2020, the company’s regulated water segment subsidiary, Aqua Illinois, closed its acquisition of the Rockwell Utilities water and wastewater system, adding approximately $5.15 million in rate base. In the first nine months of 2020, customer growth for the company’s water utilities has totaled 1.5% including organic growth.

The company has signed purchase agreements for other municipal water and wastewater acquisitions that are expected to add the equivalent of over 212,000 water and wastewater retail customers and approximately $363 million in expected rate base. This includes the recently announced, signed purchase agreement to acquire the wastewater system of Lower Makefield, a Pennsylvania utility with approximately 11,000 customer connections and the previously announced, signed purchase agreement between Essential’s regulated water segment subsidiary, Aqua Pennsylvania Wastewater, and DELCORA.

“We remain focused on advancing the DELCORA acquisition, while continuing to partner with municipalities, like Lower Makefield, to provide the operational excellence that has become synonymous with our 134-year-old company,” added Franklin.

Capital expenditures

Essential invested $554.1 million in the first nine months of the year to improve its regulated water and natural gas infrastructure systems and to enhance its customer service across its operations. This does not include an additional $53.5 million that was invested by Peoples, pre-closing, during the period from Jan. 1, 2020 to March 15, 2020. The company remains on track to replace and expand its water and wastewater utility infrastructure by investing approximately $550 million in 2020. Additionally, the company expects to invest approximately $400 million in 2020 to replace and upgrade its natural gas utility infrastructure (including capital invested in 2020 prior to Essential’s ownership), leading to significant reductions in methane emissions that occur in aged gas pipes. In total, infrastructure investments of approximately $2.8 billion are expected through 2022 to improve water and natural gas systems (including capital invested at Peoples in 2020 prior to Essential’s ownership) and better serve our customers through improved information technology. The capital investments made to rehabilitate and expand the infrastructure of the communities Essential serves are critical to its mission of safely and reliably delivering Earth’s most essential resources.

Rate activity

To date in 2020, the regulated water segment has received rate awards or infrastructure surcharges in Illinois, Indiana, North Carolina, Ohio, Virginia and Pennsylvania totaling an estimated increase in annualized revenues of $21.0 million. Additionally, the regulated natural gas segment has received infrastructure surcharges in Kentucky and Pennsylvania totaling an estimated increase to annualized revenues of $1.0 million. The company currently has proceedings pending in New Jersey, Virginia and Indiana for its regulated water segment, which would add $2.9 million in incremental revenue.

Essential refines 2020 guidance

The company continues to monitor the effects of the COVID-19 pandemic on its customers, employees and the business and will update guidance impacts from the pandemic in the future if needed. At this time, the company’s updated 2020 full-year guidance is:

  • Expects adjusted income per diluted common share (non-GAAP) at the top end of the $1.53 to $1.58 range
  • Earnings growth CAGR of 5 to 7 percent for 2019 through 2022
  • Regulated water segment infrastructure investments of approximately $550 million in 2020
  • Regulated natural gas segment infrastructure investments of approximately $400 million in 2020 on full-year basis (adjusted to include capital invested in 2020 prior to Essential’s ownership)
  • Infrastructure investments of approximately $2.8 billion through 2022 in existing operations to rehabilitate and strengthen water, wastewater, and natural gas systems (including regulated natural gas segment capital invested in 2020 prior to Essential’s ownership)
  • Regulated water segment rate base compound annual growth rate of 6 to 7 percent through 2022
  • Regulated natural gas segment rate base compound annual growth rate of 8 to 10 percent through 2022
  • Total annual regulated water segment customer growth of between 2 and 3 percent on average depending upon regulatory approval
  • Gas customer count expected to be relatively stable for 2020

Please refer to the reconciliation of GAAP and non-GAAP financial measures later in this press release for additional information on Essential’s use of non-GAAP financial measures as a supplement to its GAAP results.

Essential Utilities does not guarantee future results of any kind. Guidance is subject to risks and uncertainties, including, without limitation, those factors outlined in the “Forward Looking Statements” of this release and the “Risk Factors” section of the company’s annual and quarterly reports filed with the Securities and Exchange Commission.

Earnings Call Information

Date: Nov. 4, 2020

Time: 11 a.m. EST (please dial in by 10:45 a.m.)

Webcast and slide presentation link: https://www.essential.co/events-and-presentations/events-calendar
Replay Dial-in #: 888.203.1112 (U.S.) & +1 719.457.0820 (International)

Confirmation code: 8195013

The company’s conference call with financial analysts will take place Wednesday, Nov. 4, 2020 at 11 a.m. Eastern Standard Time. The call and presentation will be webcast live so that interested parties may listen over the internet by logging on to Essential.co and following the link for Investors. The conference call will be archived in the Investor Relations section of the company’s website for 90 days following the call. Additionally, the call will be recorded and made available for replay at 2 p.m. on Nov. 4, 2020 for 10 business days following the call. To access the audio replay in the U.S., dial 888-203-1112 (pass code 8195013). International callers can dial +1 719-457-0820 (pass code 8195013).

About Essential

Essential is one of the largest publicly traded water, wastewater and natural gas providers in the U.S., serving approximately 5 million people across 10 states under the Aqua and Peoples brands. Essential is committed to excellence in proactive infrastructure investment, regulatory expertise, operational efficiency and environmental stewardship. The company recognizes the importance water and natural gas play in everyday life and is proud to deliver safe, reliable services that contribute to the quality of life in the communities it serves. For more information, visit http://www.essential.co.

Forward-looking statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others: the guidance range of adjusted income per diluted common share for the fiscal year ending in 2020; the 3-year earnings growth from 2019 to 2022; the projected total regulated water segment customer growth for 2020; the anticipated amount of capital investment in 2020; the anticipated amount of capital investment from 2020 through 2022; and the company’s anticipated rate base growth from 2020 through 2022. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: disruptions in the global economy; financial and workforce impacts from the COVID-19 pandemic; the continuation of the company's growth-through-acquisition program; the company’s continued ability to adapt itself for the future and build value by fully optimizing company assets; general economic business conditions; the company’s ability to fund needed infrastructure; housing and customer growth trends; unfavorable weather conditions; the success of certain cost-containment initiatives; changes in regulations or regulatory treatment; availability and access to capital; the cost of capital; disruptions in the credit markets; the success of growth initiatives; the company’s ability to successfully close municipally owned systems presently under agreement; the company’s ability to continue to deliver strong results; the company’s ability to continue to pay its dividend, add shareholder value and grow earnings; municipalities’ willingness to privatize their water and/or wastewater utilities; the company’s ability to control expenses and create and maintain efficiencies; the company’s ability to acquire municipally owned water and wastewater systems listed in its “pipeline”; and other factors discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission. For more information regarding risks and uncertainties associated with Essential's business, please refer to Essential's annual, quarterly and other SEC filings. Essential is not under any obligation – and expressly disclaims any such obligation – to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

WTRGF

Essential Utilities, Inc. and Subsidiaries
Selected Operating Data
(In thousands, except per share amounts)
(Unaudited)

Quarter Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Operating revenues

$

348,647

$

243,626

$

988,700

$

663,650

Operations and maintenance expense

$

136,174

$

82,022

$

371,415

$

247,781

Net income

$

55,732

$

88,489

$

182,142

$

160,316

Basic net income per common share

$

0.22

$

0.38

$

0.73

$

0.76

Diluted net income per common share

$

0.22

$

0.38

$

0.71

$

0.76

Basic average common shares outstanding

254,280

232,053

248,212

209,971

Diluted average common shares outstanding

255,162

232,464

255,139

210,335

Essential Utilities, Inc. and Subsidiaries
Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)

Quarter Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Operating revenues

$

348,647

$

243,626

$

988,700

$

663,650

Cost & expenses:
Operations and maintenance

136,174

82,022

371,415

247,781

Purchased gas

16,744

72,934

Depreciation

68,175

39,489

181,666

118,113

Amortization

1,766

444

4,412

(2,140

)

Taxes other than income taxes

20,555

15,201

56,424

45,038

Total

243,414

137,156

686,851

408,792

Operating income

105,233

106,470

301,849

254,858

Other expense (income):
Interest expense

49,861

32,643

136,650

92,239

Interest income

(114

)

(9,680

)

(5,346

)

(18,117

)

Allowance for funds used during construction

(3,543

)

(4,613

)

(8,721

)

(12,280

)

Change in fair value of interest rate swap agreements

23,742

Loss on debt extinguishment

18,920

Gain on sale of other assets

(233

)

(175

)

(358

)

(443

)

Equity loss (earnings) in joint venture

3,626

(135

)

3,283

(1,918

)

Other

(4,127

)

1,494

(3,170

)

4,293

Income before income taxes

59,763

86,936

179,511

148,422

Provision for income taxes (benefit)

4,031

(1,553

)

(2,631

)

(11,894

)

Net income

$

55,732

$

88,489

$

182,142

$

160,316

Net income per common share:
Basic

$

0.22

$

0.38

$

0.73

$

0.76

Diluted

$

0.22

$

0.38

$

0.71

$

0.76

Average common shares outstanding:
Basic

254,280

232,053

248,212

209,971

Diluted

255,162

232,464

255,139

210,335

Essential Utilities, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)

The Company is providing disclosure of the reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures. The Company believes that the non-GAAP financial measures "adjusted operating revenues," "adjusted income," and "adjusted income per common share" provide investors the ability to measure the Company’s financial operating performance by adjustment, which is more indicative of the Company’s ongoing performance and is more comparable to measures reported by other companies. The Company further believes that the presentation of these non-GAAP financial measures is useful to investors as a more meaningful way to compare the Company’s operating performance against its historical financial results.

This reconciliation includes a presentation of the non-GAAP financial measures "adjusted operating revenues," “adjusted income,” and “adjusted income per common share” and have been adjusted for the following items:

(1) Transaction-related water rate credits issued to Pennsylvania utility customers in September 2020.

(2) Transaction-related expenses for the Company's Peoples acquisition that closed on March 16, 2020, which consists of costs of $2,496 recorded as operations and maintenance expenses for the three months ended September 30, 2019 and $25,397 and $21,886 for the nine months ended September 30, 2020 and 2019, respectively, primarily representing expenses associated with investment banking fees, obtaining regulatory approvals, legal expenses, and integration planning. Additionally included in transaction-related expenses for the nine months ended September 30, 2019 are mark-to-market fair value adjustments of $23,742 associated with interest rate swap agreements for debt issued related to the Peoples transaction. The interest rate swap agreements were settled on April 24, 2019, which coincided with the debt financings to partially fund the Peoples acquisition. Further, expenses of $871 for the three months ended September 30, 2019 and $19,825 for the nine months ended September 30, 2019 associated with the refinancing of existing debt that occurred in May 2019 are included in transaction-related expenses;

(3) In order to illustrate the full-year 2020 effects of the Peoples acquisition as if this transaction closed on January 1, 2020, this adjustment includes both the estimated impact of Peoples Gas pre-tax operating results for the period in 2020 prior to closing from January 1, 2020 to March 15, 2020, as well as the additional net interest expense expected to have been incurred for partially funding the estimated purchase price of Peoples;

(4) Pre-acquisition interest expense of $4,757, net of interest income of $2,757, for the three months ended September 30, 2019 and $8,249, net of interest income of $4,931 for the nine months ended September 30, 2019, commencing in the second quarter of 2019 for funds borrowed prior to the completion of the Company's Peoples acquisition on March 16, 2020;

(5) On April 26, 2019, the Company issued $313,500 of notes so as to complete an early extinguishment of $313,500 of existing debt on May 18, 2019. The Company incurred overlapping interest expense during this 22-day period of $858, net of interest income earned of $406, on the borrowed funds, and considers this overlapping net interest expense of $452 to be a transaction-related expense;

(6) Interest income earned on the proceeds received from our April 2019 equity offerings of common shares and tangible equity units prior to the completion of the Company's Peoples acquisition on March 16, 2020;

(7) The income tax impact of the non-GAAP adjustments described above; and

(8) The effect on average diluted shares outstanding of the shares issued in April 2019 for our common share and tangible equity unit issuances prior to the completion of the Company's Peoples acquisition on March 16, 2020.

These financial measures are measures of the Company’s operating performance that do not comply with U.S. generally accepted accounting principles (GAAP), and are thus considered to be “non-GAAP financial measures” under applicable Securities and Exchange Commission regulations. These non-GAAP financial measures are derived from our consolidated financial information, if available, and is provided to supplement the Company's GAAP measures, and should not be considered as a substitute for measures of financial performance prepared in accordance with GAAP.

The following reconciles our GAAP results to the non-GAAP information we disclose :

Quarter Ended

Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Operating revenues (GAAP financial measure)

$

348,647

$

243,626

$

988,700

$

663,650

(1) Transaction-related water rate credits issued to utility customers

4,080

4,080

Adjusted operating revenues (Non-GAAP financial measure)

$

352,727

$

243,626

$

992,780

$

663,650

Net income (GAAP financial measure)

$

55,732

$

88,489

$

182,142

$

160,316

(1) Transaction-related water rate credits issued to utility customers

4,080

4,080

(2) Transaction-related expenses for the Peoples transaction closed March 16, 2020

3,367

25,573

65,453

(3) Adjustments to provide full-year 2020 run rate of Peoples operating results, including additional net interest expense

108,132

(4) Pre-acquisition interest expense for funds borrowed for acquisition of Peoples, net

2,000

3,318

(5) Overlapping interest expense on refinanced debt

452

(6) Interest income earned on proceeds from April 2019 equity offerings

(9,071

)

(16,479

)

(7) Income tax effect of non-GAAP adjustments

(1,179

)

810

(32,982

)

(10,926

)

Adjusted income (Non-GAAP financial measure)

$

58,633

$

85,595

$

286,945

$

202,134

Net income per common share (GAAP financial measure):
Basic

$

0.22

$

0.38

$

0.73

$

0.76

Diluted

$

0.22

$

0.38

$

0.71

$

0.76

Adjusted income per common share (Non-GAAP financial measure):
Diluted

$

0.23

$

0.48

$

1.12

$

1.13

Average common shares outstanding:
Basic

254,280

232,053

248,212

209,971

Diluted

255,162

232,464

255,139

210,335

Average common shares outstanding:
Shares used in calculating diluted net income per common share

255,162

232,464

255,139

210,335

(8) Less: Adjustment for effects of April 2019 common share issuance

(37,370

)

(22,039

)

(8) Less: Adjustment for effects of April 2019 tangible equity unit issuance

(16,270

)

(9,595

)

Shares used in calculating adjusted diluted income per common share (Non-GAAP financial measure)

255,162

178,824

255,139

178,701

Contacts

Brian Dingerdissen

Essential Utilities Inc.

Investor Relations

O: 610.645.1191

[email protected]

Gretchen Toner

Communications and Marketing

484.368.4816

[email protected]

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