0001562762-24-000128 | 10-Q | XBRL Viewer

Three Months Ended

Stock-based compensation within operations and maintenance expenses

Income tax benefit

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	276,878,103	276,595,228
Treasury stock, shares	3,354,887	3,299,191

Dispositions	3 Months Ended
Mar. 31, 2024
Dispositions [Abstract]
Dispositions	Note 4 –Dispositions On October 1, 2023, the Company sold its regulated natural gas utility assets in West Virginia, which served approximately 13,000 customers or about two percent of the Company’s regulated natural gas customers (“Peoples Gas West Virginia”). Initially the sale closed for an estimated purchase price of $39,965, subject to working capital and other adjustments. In March 2024, the Company received an additional $1,213 from the buyer. The additional proceeds were based on finalizing closing working capital and other adjustments, resulting in a final purchase price of $41,178 and a loss of an inconsequential amount. The sale of Peoples Gas West Virginia had no major effect on the Company’s operations and did not meet the requirements to be classified as discontinued operations. In October 2023, the Company entered into an agreement to sell its interest in three non-utility local microgrid and distributed energy projects for $165,000. As of December 31, 2023, balances associated with these projects of $63,182 were included in prepayments and other current assets in the consolidated balance sheets. The sale was completed in January 2024, and the Company recognized a gain of $91,236 during the first quarter of 2024 which is included in other expense (income) in the accompanying consolidated statement of operations.

Segment Information (Company's Segment Information, Continuing Operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Operating revenues	$ 612,069	$ 726,450
Operations and maintenance expense	136,900	137,994
Purchased gas	129,675	256,315
Depreciation and amortization	89,804	83,794
Interest expense, net	72,284	71,849
Allowance for funds used during construction	(4,681)	(5,688)
Provision for income taxes (benefit)	(10,642)	(31,637)
Net income (loss)	265,772	191,434
Capital expenditures	252,998	243,730
Regulated Water [Member] \| Regulated [Member]
Segment Reporting Information [Line Items]
Operating revenues	279,894	267,300
Operations and maintenance expense	90,683	82,802
Depreciation and amortization	57,194	53,467
Interest expense, net	34,790	29,713
Allowance for funds used during construction	(3,688)	(4,946)
Provision for income taxes (benefit)	20,810	13,514
Net income (loss)	63,905	77,402
Capital expenditures	152,231	159,394
Regulated Natural Gas [Member] \| Regulated [Member]
Segment Reporting Information [Line Items]
Operating revenues	324,331	441,295
Operations and maintenance expense	45,917	57,150
Purchased gas	125,542	241,856
Depreciation and amortization	32,411	30,128
Interest expense, net	25,356	27,507
Allowance for funds used during construction	(993)	(742)
Provision for income taxes (benefit)	(29,150)	(43,484)
Net income (loss)	209,940	123,546
Capital expenditures	100,767	81,669
Other [Member]
Segment Reporting Information [Line Items]
Operating revenues	7,844	17,855
Operations and maintenance expense	300	(1,958)
Purchased gas	4,133	14,459
Depreciation and amortization	199	199
Interest expense, net	12,138	14,629
Provision for income taxes (benefit)	(2,302)	(1,667)
Net income (loss)	$ (8,073)	(9,514)
Capital expenditures		$ 2,667

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

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, 2024, 1,227,138 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 years. 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 expense for PSUs:



	Three Months Ended
	March 31,
	2024		2023
Stock-based compensation within operations and maintenance expenses	$	106	$	2,443
Income tax benefit		26		612

The following table summarizes the PSU transactions for the three months ended March 31, 2024:



	Number	Weighted
	of	Average
	Share Units	Fair Value
Nonvested share units at beginning of period	531,437	$	40.03
Granted	226,971		38.10
Performance criteria adjustment	(142,772)		30.22
Actual vested	(96,425)		43.40
Forfeited	(4,271)		42.63
Nonvested share units at end of period	514,940		41.25

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, 2024 and 2023 was $38.10 and $45.06, respectively. 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 years, 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 expense and income tax benefit for RSUs:



	Three Months Ended
	March 31,
	2024		2023
Stock-based compensation within operations and maintenance expenses	$	846	$	681
Income tax benefit		211		171

The following table summarizes the RSU transactions for the three months ended March 31, 2024:



	Number	Weighted
	of	Average
	Stock Units	Fair Value
Nonvested stock units at beginning of period	192,217	$	45.06
Granted	102,306		36.60
Stock units vested and issued	(63,982)		44.45
Forfeited	(1,600)		42.40
Nonvested stock units at end of period	228,941		41.46

The per unit weighted-average fair value at the date of grant for RSUs granted during the three months ended March 31, 2024 and 2023 was $36.60 and $45.61, 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,
	2024		2023
Stock-based compensation within operations and maintenance expenses	$	131	$	77
Income tax benefit		33		19

The fair value of options was estimated at the grant date using the Black-Scholes option-pricing model. The following assumptions were used in the application of this valuation model:


	2024		2023
Expected term (years)		5.5		5.5
Risk-free interest rate		4.00%		4.03%
Expected volatility		28.30%		27.80%
Dividend yield		3.43%		2.53%
Grant date fair value per option	$	8.12	$	11.37

Historical information was the principal basis for the selection of the expected term and dividend yield. The expected volatility is based on a weighted-average combination of historical and implied volatilities over a time period that approximates the expected term of the option. The risk-free interest rate was selected based upon the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option.

The following table summarizes stock option transactions for the three months ended March 31, 2024:



		Weighted		Weighted
		Average		Average	Aggregate
		Exercise		Remaining	Intrinsic
	Shares	Price		Life (years)	Value
Outstanding at beginning of period	882,442	$	37.03
Granted	119,548		35.78
Expired	(527)		35.94
Exercised	(4,971)		35.25
Outstanding at end of period	996,492	$	36.89	5.8	$	1,380

Exercisable at end of period	803,853	$	36.29	5.0	$	1,228

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:

The following table summarizes restricted stock transactions for the three months ended March 31, 2024:


	Number	Weighted
	of	Average
	Shares	Fair Value
Nonvested restricted stock at beginning of period	1,412	$	35.42
Granted	-		-
Vested	-		-
Nonvested restricted stock at end of period	1,412	$	35.42

There were no restricted stock awards granted during the three months ended March 31, 2024.

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. There were no stock awards granted and vested during the three months ended March 31, 2024.

The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock awards:



	Three Months Ended
	March 31,
	2024		2023
Stock-based compensation within operations and maintenance expenses	$	-	$	210
Income tax benefit		-		59

Segment Information (Company's Segment Information, Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total assets	$ 17,054,344	$ 16,841,459
Other [Member]
Segment Reporting Information [Line Items]
Total assets	364,556	489,762
Regulated [Member] \| Regulated Water [Member]
Segment Reporting Information [Line Items]
Total assets	9,498,773	9,386,347
Regulated [Member] \| Regulated Natural Gas [Member]
Segment Reporting Information [Line Items]
Total assets	$ 7,191,015	$ 6,965,350

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue Recognition [Abstract]

Schedule Of Disaggregation Of Revenue


	Three Months Ended								Three Months Ended
	March 31, 2024								March 31, 2023
	Water Revenues		Wastewater Revenues		Natural Gas Revenues		Other Revenues		Water Revenues		Wastewater Revenues		Natural Gas Revenues		Other Revenues
Revenues from contracts with customers:
Residential	$	151,831	$	35,594	$	206,926	$	-	$	147,252	$	33,490	$	292,230	$	-
Commercial		41,737		8,983		42,171		-		40,954		8,591		65,157		-
Fire protection		10,381		-		-		-		10,259		-		-		-
Industrial		8,142		542		890		-		7,857		578		1,789		-
Gas transportation & storage		-		-		70,491		-		-		-		67,653		-
Other water		15,607		-		-		-		8,844		-		-		-
Other wastewater		-		3,624		-		-		-		2,734		-		-
Other utility		-		-		2,702		2,810		-		-		13,077		6,159
Revenues from contracts with customers		227,698		48,743		323,180		2,810		215,166		45,393		439,906		6,159
Alternative revenue program		656		(13)		1,151		-		402		180		1,389		-
Other and eliminations		-		-		-		7,844		-		-		-		17,855
Consolidated	$	228,354	$	48,730	$	324,331	$	10,654	$	215,568	$	45,573	$	441,295	$	24,014

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

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	531,437	$	40.03
Granted	226,971		38.10
Performance criteria adjustment	(142,772)		30.22
Actual vested	(96,425)		43.40
Forfeited	(4,271)		42.63
Nonvested share units at end of period	514,940		41.25

Summary Of RSU Transactions



	Number	Weighted
	of	Average
	Stock Units	Fair Value
Nonvested stock units at beginning of period	192,217	$	45.06
Granted	102,306		36.60
Stock units vested and issued	(63,982)		44.45
Forfeited	(1,600)		42.40
Nonvested stock units at end of period	228,941		41.46

Assumptions Used In The Pricing Model


	2024		2023
Expected term (years)		5.5		5.5
Risk-free interest rate		4.00%		4.03%
Expected volatility		28.30%		27.80%
Dividend yield		3.43%		2.53%
Grant date fair value per option	$	8.12	$	11.37

Summary Of Stock Option Transactions



		Weighted		Weighted
		Average		Average	Aggregate
		Exercise		Remaining	Intrinsic
	Shares	Price		Life (years)	Value
Outstanding at beginning of period	882,442	$	37.03
Granted	119,548		35.78
Expired	(527)		35.94
Exercised	(4,971)		35.25
Outstanding at end of period	996,492	$	36.89	5.8	$	1,380

Exercisable at end of period	803,853	$	36.29	5.0	$	1,228

Summary Of Restricted Stock Transactions


	Number	Weighted
	of	Average
	Shares	Fair Value
Nonvested restricted stock at beginning of period	1,412	$	35.42
Granted	-		-
Vested	-

Rate Activity (Narrative) (Details) - USD ($) $ in Thousands	Jan. 19, 2024	Jan. 02, 2024	Dec. 29, 2023	Dec. 13, 2023	Sep. 28, 2023	Jul. 27, 2023	Jun. 05, 2023	Mar. 31, 2024	Feb. 28, 2023
Pennsylvania and Illinois [Member] \| Wastewater [Member]
Water And Wastewater Rates [Line Items]
Distribution system improvement charges reset level upon new base rates								$ 7,445
North Carolina [Member]
Water And Wastewater Rates [Line Items]
No refunds of revenue previously billed and collected									$ 0
Illinois [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)		$ 19,196
Public Utilities, Approved Rate Increase (Decrease), Percentage		18.90%
New Jersey [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)	$ 8,328
Public Utilities, Approved Rate Increase (Decrease), Percentage	17.30%
Texas [Member]
Water And Wastewater Rates [Line Items]
Infrastructure rehabilitation surcharges designed to increase total operating revenues on an annual basis					$ 8,388
Virginia [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)						$ 6,911
Public Utilities, Approved Rate Increase (Decrease), Percentage						29.50%
Pennsylvania [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)			$ 156,024
Public Utilities, Approved Rate Increase (Decrease), Percentage			18.70%
Ohio [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)				$ 4,850
Ohio [Member] \| Regulated Water [Member]
Water And Wastewater Rates [Line Items]
Distribution system improvement charges reset level upon new base rates								1,627
Kentucky [Member] \| Regulated Natural Gas [Member]
Water And Wastewater Rates [Line Items]
Distribution system improvement charges reset level upon new base rates								$ 1,220
Year 1 [Member] \| North Carolina [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)							$ 14,001
Year 2 [Member] \| North Carolina [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)							3,743
Year 3 [Member] \| North Carolina [Member]
Water And Wastewater Rates [Line Items]
Base rate increase (decrease)							$ 4,130

Commitments And Contingencies (Narrative) (Details) $ in Thousands	Sep. 03, 2019 item	Mar. 31, 2024 USD ($)
Commitments And Contingencies [Abstract]
Aggregate amount accrued for loss contingencies		$ 23,819
Amount probable of recovery through insurance		1,283
Insurance reserve for employee medical benefit program		$ 1,846
Number of individuals commenced action against company \| item	2