FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(In thousands of dollars, except per share amounts)
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-looking Statements
This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Quarterly Report contain, in addition to
historical information, forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements address, among other things: the expected timing of closing of our
acquisitions; the projected impact of various legal proceedings; the projected
effects of recent accounting pronouncements; prospects, plans, objectives,
expectations and beliefs of management, as well as information contained in this
report where statements are preceded by, followed by or include the words
"believes," "expects," "estimates," "anticipates," "plans," "future,"
"potential," "probably," "predictions," "intends," "will," "continue," "in the
event" or the negative of such terms or similar expressions. Forward-looking
statements are based on a number of assumptions concerning future events, and
are subject to a number of risks, uncertainties and other factors, many of which
are outside our control, which could cause actual results to differ materially
from those expressed or implied by such statements. These risks and
uncertainties include, among others, the effects of the COVID-19 pandemic, the
effects of regulation, abnormal weather, changes in capital requirements and
funding, our ability to close acquisitions, changes to the capital markets, and
our ability to assimilate acquired operations, as well as those risks,
uncertainties and other factors discussed in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2020 under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in such report and those included under the captions
"Risk Factors" and this Quarterly Report. As a result, readers are cautioned not
to place undue reliance on any forward-looking statements. We undertake no
obligation to update or revise forward-looking statements, whether as a result
of new information, future events or otherwise.
General Information
Essential Utilities, Inc. ("we", "us", "our" or the "Company"), a Pennsylvania
corporation, is the holding company for regulated utilities providing water,
wastewater, or natural gas services to an estimated five million people in
Pennsylvania, Ohio, Texas, Illinois, North Carolina, New Jersey, Indiana,
Virginia, West Virginia, and Kentucky under the Aqua and Peoples brands. One of
our largest operating subsidiaries, Aqua Pennsylvania, Inc. ("Aqua
Pennsylvania"), provides water or wastewater services to approximately one-half
of the total number of water or wastewater customers we serve, who are located
in the suburban areas in counties north and west of the City of Philadelphia and
in 27 other counties in Pennsylvania. Our other regulated water or wastewater
utility subsidiaries provide similar services in seven additional states.
Additionally, pursuant to the Company's growth strategy, commencing on March 16,
2020, with the completion of the Peoples Gas Acquisition, the Company began to
provide natural gas distribution services to customers in western Pennsylvania,
Kentucky, and West Virginia. Approximately 93% of the total number of natural
gas utility customers we serve are in western Pennsylvania. Lastly, the
Company's market-based activities are conducted through Aqua Infrastructure, LLC
and Aqua Resources, Inc. and certain other non-regulated subsidiaries of
Peoples. Prior to our October 30, 2020 sale of our investment in a joint
venture, Aqua Infrastructure provided non-utility raw water supply services for
firms in the natural gas drilling industry. Following the October 30, 2020
36
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
closing, Aqua Infrastructure does not provide any services to the natural gas
drilling industry. Aqua Resources offers, through a third party, water and sewer
service line protection solutions and repair
services to households.
The non-regulated subsidiaries of Peoples provide utility service line
protection solutions and repair services to households and operates gas
marketing and production entities.
Essential Utilities, Inc., which prior to its name change in February 2020 was
known as Aqua America, Inc., was formed in 1968 as a holding company for its
primary subsidiary, Aqua Pennsylvania, formerly known as Philadelphia Suburban
Water Company. In the early 1990s, we embarked on a growth-through-acquisition
strategy. Our most significant transactions to date have been the merger with
Consumers Water Company in 1999, the acquisition of the regulated water and
wastewater operations of AquaSource, Inc. in 2003, the acquisition of Heater
Utilities, Inc. in 2004, the acquisition of American Water Works Company, Inc.'s
regulated operations in Ohio in 2012, and the March 16, 2020 acquisition of
Peoples, a Pittsburgh, Pennsylvania based natural gas distribution company. For
many years, starting in the early 1990s, our business strategy has been
primarily directed toward the regulated water and wastewater utility industry,
where we have more than quadrupled the number of regulated customers we serve,
and have extended our regulated operations from southeastern Pennsylvania to
include our current regulated utility operations in seven other states. On
March 16, 2020, the Company completed the Peoples Gas Acquisition, a natural gas
distribution utility, marking its entrance into the regulated natural gas
business. The Company seeks to acquire businesses in the U.S. regulated sector,
which includes water and wastewater utilities, natural gas utilities, and other
regulated utilities, and to opportunistically pursue growth ventures in select
market-based activities, such as infrastructure opportunities that are
supplementary and complementary to our regulated utility businesses.
The following discussion and analysis of our financial condition and results of
operations should be read together with our consolidated financial statements
and related notes.
COVID-19 Pandemic
We provide a critical service to our customers, which means that it is paramount
that we keep our employees who operate the business safe and informed. We
continue to monitor the outbreaks of COVID-19 and continue to take steps to
mitigate the potential risks to our employees. We also continue to work with our
suppliers to monitor potential impacts to our supply chain. At this time, no
material risks to our supply chain have been identified. We continue to
implement strong physical and cyber-security measures in an effort to ensure
that our systems remain functional in order to both serve our operational needs
with a remote workforce, if needed, and maintain uninterrupted service to our
customers.
37
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
We will continue to monitor developments affecting our business, workforce, and
suppliers and take additional precautions as we believe are warranted. We are
actively monitoring our utility billings and have noticed increases in
residential customer usage offset by decreases in commercial and industrial
usage. In response to concerns about customer economic hardship and
affordability during the COVID-19 pandemic health crisis, our state regulators
mandated the temporary curtailment of certain collection practices, such as
disconnections from utility service. In addition, we are monitoring collections
of customer utility accounts as to potential impacts on cash flows, and
increased expenses for costs associated with workforce-related expenses,
security and cleaning of company offices and operating facilities, as well as
other one-time expenses above the expense amounts included in general rates. In
most of the states where we operate, regulators have allowed utilities to resume
disconnections from utility service for certain customers who have unpaid
balances. In eight of the ten states in which we operate regulated utilities,
public utility commissions issued guidance for utilities to defer COVID-19
expenses in anticipation of seeking recovery in a future rate proceeding, and we
continue to evaluate the impact of this guidance. We are continuing with our
capital investment program, and based on the current situation, continue to
believe we are able to complete the planned projects and improvements to our
utility infrastructure. Despite our efforts, the ultimate impact to the Company
of the COVID-19 pandemic also depends on factors beyond our knowledge, control,
or ability to predict, including the duration and severity of this pandemic, the
emergence of new variants of the virus, the resurgence of positive cases, the
development and availability of effective treatments and vaccines, the speed at
which such vaccines are delivered, as well as third party actions taken to
contain its spread and mitigate its public health effects. Although some of our
customers are facing economic hardships due to various impacts of the COVID-19
pandemic and may be unable to pay for our utility services, we do not currently
anticipate a significant impact to our financial position, results of operations
or cash flows as a result of the COVID-19 pandemic.
Financial Condition
The Company's consolidated balance sheet historically has had a negative working
capital position whereby our current liabilities routinely exceed our current
assets. Management believes that internally generated funds along with existing
credit facilities, and the proceeds from the issuance of long-term debt and
equity will be adequate to provide sufficient working capital to maintain normal
operations and to meet our financing requirements for at least the next twelve
months.
During the first three months of 2021, we incurred $178,009 of capital
expenditures, issued $85,000 of long-term debt, and repaid debt and made sinking
fund contributions and other loan repayments of $49,610. The capital
expenditures were related to new and replacement water, wastewater, and natural
gas mains, improvements to treatment plants, tanks, hydrants, and service lines,
construction of natural gas fueled energy plants, well and booster improvements,
information technology improvements, and other enhancements and improvements.
The issuance of long-term debt was for funds borrowed under our revolving credit
facility and used for capital expenditures.
In August 2020, we entered into a forward equity sale agreement for 6,700,000
shares of common stock with affiliates of a certain underwriter ("forward
purchaser"). In connection with the forward equity sale agreement, the forward
purchaser borrowed an equal number of shares of our common stock from stock
38
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
lenders and sold the borrowed shares to the public. We 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 forward equity sale agreement. The actual
proceeds to be received by us will vary depending upon the settlement date, the
number of shares designated for settlement on that settlement date and the
method of settlement. We intend to use any proceeds received by us upon
settlement of the forward equity sale agreement for general corporate purposes,
including for water and wastewater utility acquisitions, working capital and
capital expenditures.
On March 16, 2020 (the "Closing Date"), the Company completed the Peoples Gas
Acquisition and 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 the Closing Date. 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. Peoples is
headquartered in Pittsburgh, Pennsylvania and serves approximately 750,000
natural gas utility customers in western Pennsylvania, West Virginia, and
Kentucky. The acquisition was financed through a series of financing
transactions that 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.
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 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. The Company granted $4,080 of
customer rate credits to its water and wastewater customers during the third
quarter of 2020, and $18,924 was granted to its natural gas utility customers in
the fourth quarter of 2020.
At March 31, 2021 we had $18,046 of cash and cash equivalents compared to $4,827
at December 31, 2020. During the first three months of 2021, we used the
proceeds from long-term debt and internally generated funds to fund the cash
requirements discussed above and to pay dividends.
At March 31, 2021 our $1,000,000 unsecured revolving credit facility, which
expires in December 2023, had $536,543 available for borrowing. Additionally, at
March 31, we had short-term lines of credit of $235,500, of which $160,607 was
available for borrowing. One of our short-term lines of credit is an Aqua
Pennsylvania $100,000 364-day unsecured revolving credit facility with four
banks, which is used to provide working capital, and as of March 31, $35,107 was
available for borrowing. Another one of our short-term lines of credit is a
Peoples Natural Gas Companies $100,000 364-day unsecured revolving credit
facility with two banks, which is used to provide working capital, and as of
March 31, 2021, $90,000 was available for borrowing. Our short-term lines of
credit of $235,500 are subject to renewal on an annual basis. Although we
believe we will be able to renew these facilities, there is no assurance that
they will be renewed, or what the terms of any such renewal will be.
39
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
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 five- year revolving credit facility,
and the balance was used to repay in full the borrowings under its existing
five-year unsecured revolving credit agreement.
Consolidated Results of Operations
Analysis of First Quarter of 2021 Compared to First Quarter of 2020
Revenues increased by $327,980 or 128%, primarily due to:
?additional natural gas revenues of $315,840 associated with the Peoples Gas
Acquisition which closed on March 16, 2020, and which reflects a full quarterly
result for 2021;
?an increase in water and wastewater rates, including infrastructure
rehabilitation surcharges, of $6,549;
?additional water and wastewater revenues of $3,275 associated with a larger
customer base due to utility acquisitions and organic growth; and
?an increase in customer water consumption associated with increased residential
usage, which is offset by a decrease in customer water consumption for
commercial customers; offset by foregone water revenue of $347 as a result of an
advisory for some of our water utility customers served by our Illinois
subsidiary. We expect this impact on revenues resulting from the advisory to
continue in the second quarter of 2021.
Operations and maintenance expenses increased by $18,438 or 17%, primarily due
to:
?incremental operating costs of $42,864 associated with the Peoples Gas
Acquisition, which closed on March 16, 2020;
?additional expenses of $839 associated with the COVID-19 pandemic for our water
utility operations consisting primarily of bad debt expense of $902, which are
partially offset by decreases in travel expenses;
?additional operating costs associated with acquired and pending acquisitions of
water and wastewater utility systems of $778;
?expenses of $669 associated with remediating an advisory for some of our water
utility customers served by our Illinois subsidiary, which is offset by the
prior year effect of expenses of $605 recognized in the first quarter of 2020.
We expect the expenses associated with remediating the advisory to continue in
the second quarter of 2021; offset by
40
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
?lower insurance expense of $4,025 for reduced insurance claim reserve
requirements; and
?the prior year effect of transaction expenses of $25,397 in the first quarter
of 2020 for the Peoples Gas Acquisition, primarily representing expenses
associated with investment banking fees, employee related expenses, obtaining
regulatory approvals, legal expenses, and integration planning.
Purchased gas increased by $119,383 primarily due to the closing of the Peoples
Gas Acquisition on March 16, 2020, and a reflection of full first quarter
results in the first quarter of 2021. Purchased gas represents the cost of gas
sold by Peoples.
Depreciation expense increased by $26,071 or 57%, primarily due to depreciation
expense of $22,707 associated with our completion of the Peoples Gas Acquisition
on March 16, 2020 and the utility plant placed in service since March 31, 2020.
Amortization increased by $628 primarily due to amortization expense associated
with our completion of the Peoples Gas Acquisition.
Taxes other than income taxes increased by $4,605 or 28%, primarily due to
increases in payroll taxes of $2,476 and property taxes resulting from
additional expenses associated with acquired operations primarily the Peoples
Gas Acquisition.
Interest expense increased by $15,647 or 45%, primarily due to the following
items:
?an increase in average borrowings; and
?interest on debt assumed in the Peoples Gas Acquisition; offset by
?a decrease in our effective interest rate.
Interest income decreased by $4,648 or 92%, primarily due to the utilization of
the proceeds held from our 2019 equity and debt offerings to close the Peoples
Gas Acquisition on March 16, 2020.
Allowance for funds used during construction ("AFUDC") decreased by $14,
relatively comparable to the first quarter of 2020.
Equity loss (earnings) in joint venture was $127 in 2020 and our investment in
the joint venture was sold in October 2020.
Other expense decreased by $5,150 primarily due to the probable recovery of a
previously incurred cost that resulted in the recognition of a regulatory asset,
and a decrease in the non-service cost components of our net benefit cost for
pension benefits.
Our effective income tax rate was 2.5% in the first quarter of 2021 and (16.0)%
in the first quarter of 2020. The effective income tax rate increased due to an
increase in the pre-tax income, offset by an increase in the income tax benefit
recognized due to additional tax deductions for qualifying
41
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
infrastructure investments recognized in the first quarter of 2021. The
Company's provision for income taxes represented an income tax benefit in the
first quarter of 2020 due to the effects of tax deductions recognized for
certain qualifying infrastructure improvements and lower pre-tax income during
the period.
Net income increased by $131,908 primarily as a result of the factors described
above.
Results of Operations - Regulated Water Segment
Our 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 Regulated Water segment is aggregated into one reportable segment
and for a discussion and analysis of the segment operating results, refer to the
consolidated results of operations.
Results of Operations - Regulated Natural Gas Segment
Upon closing on the Peoples Gas Acquisition on March 16, 2020, the operating
results since the acquisition date comprises our Regulated Natural Gas segment.
Our Regulated Natural Gas segment recognizes revenues by selling gas directly to
customers at approved rates or by transporting gas through our pipelines at
approved rates to customers that have purchased gas directly from other
producers, brokers, or marketers. Natural gas sales to residential, commercial
and industrial customers are seasonal, which results in higher demand for
natural gas for heating purposes during the colder months.
The operating results of Peoples is reported for the period after acquisition,
such that the first quarter of 2020 only represented 16 days of operating
results, compared to the full period in the first quarter of 2021. Refer to Note
13 - Segment Information to the consolidated financial statements in this report
for a summary of the operating results of the Regulated Natural Gas segment.
Our Regulated Natural Gas segment is affected by the cost of natural gas, which
is passed through to customers using a purchased gas adjustment clause and
includes commodity price, transportation and storage costs. These costs are
reflected in the consolidated statement of operations and comprehensive income
as purchased gas expenses. Therefore, fluctuations in the cost of purchased gas
impact operating revenues on dollar-for-dollar basis, but do not impact gross
margin. Management uses gross margin, a non-GAAP financial measure, defined as
operating revenues less purchased gas expense, to analyze the financial
performance of our Regulated Natural Gas segment, as management believes gross
margin provides a meaningful basis for evaluating our natural gas utility
operations since purchased gas expenses are included in operating revenues and
passed through to customers. The following table includes the operating results
for our Regulated Natural Gas segment for the period since the acquisition date
of March 16, 2020, including the reconciliation of gross margin (non-GAAP) to
operating revenues (GAAP):
?
42
--------------------------------------------------------------------------------
Table of Contents
ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Three Months Ended
March 31,
2021 2020
Operating revenues (GAAP) $ 343,115 $ 38,544
Purchased gas 122,888 12,770
Gross margin (non-GAAP) 220,227 25,774
The term gross margin is not intended to represent operating revenues, the most
comparable GAAP financial measure, as an indicator of operating performance. In
addition, our measurement of gross margin is not necessarily comparable to
similarly titled measures reported by other companies.
On March 31, 2020, we changed the method of tax accounting for certain
qualifying infrastructure investments at Peoples Natural Gas, our largest
natural gas subsidiary in Pennsylvania, which provided for a reduction to income
tax expense due to the flow-through treatment of the current tax benefits. As a
result, current tax benefits of $34,069 and $5,923 in the Regulated Natural Gas
segment were recognized in the first quarter of 2021 and 2020, respectively.
Impact of Recent Accounting Pronouncements
We describe the impact of recent accounting pronouncements in Note 16, Recent
Accounting Pronouncements, to the consolidated financial statements in this
report.
43
--------------------------------------------------------------------------------
Table of Contents
© Edgar Online, source Glimpses