Operator
Hello everyone. Thank you for joining us, and welcome to the Essential third quarter 2026 earnings call.
After today's prepared remarks, we will host a question-and-answer session. If you would like to ask a question, please press star one to raise your hand.
To withdraw your question, press star one again. I will now hand the conference over to Ed Vallejo, Director of Investor Relations.
Ed, please go ahead.
Ed Vallejo
Thank you and good morning, everybody. Thank you for joining us for our third quarter 2026 earnings call.
If you did not receive a copy of our press release, you can find the release on our investor relations website. The earnings call slides will also be found there alongside a webcast of the event.
During this conference call, both in our prepared remarks and in answers to your questions, we may make forward-looking statements that represent our expectations regarding future events and our future financial performance. These statements are predictions based upon our expectations, estimates, and assumptions.
However, as these statements deal with future events, they are subject to numerous known and unknown risks and uncertainties, as discussed in detail in our documents filed with the SEC, including our most recently filed forms 10-K and 10-Q. During this call, and in our third quarter 2026 earnings press release, we refer to GAAP and non-GAAP financial measures.
The non-GAAP financial measures are not prepared in accordance with US generally accepted accounting principles, and are in addition to, and not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between the GAAP and non-GAAP financial measures is included in our third quarter 2026 earnings press release, available on our investor relations website.
We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company. Then Dan Schuller, our Chief Financial Officer, will provide an overview of the financial results.
With that, I will turn it over to Chris.
Chris Franklin
Hey, thanks, Ed, and good morning, everyone. Let's start on page 5 with a few corporate updates.
We'll start with our pending merger with American Water. Our regulatory approval process continues to progress nicely.
We've reached constructive settlement agreements in Pennsylvania, North Carolina, and Texas, all of which remain subject to final approvals from the respective state public utility commissions. We've already secured regulatory approvals in Kentucky, Ohio, and Virginia, which mark major milestones as we progress toward closing the merger.
Through all these positive developments, we continue to expect the merger to close by the end of the first quarter in 2027. At the same time, our integration planning is moving at a full speed.
Our integration teams have been busy, collaborating across everything from organizational design to operational and financial processes to IT systems and branding. It's been incredibly gratifying to see the teams from both Essential and American Water working so collaboratively and side by side to shape our future of the company.
Turning now to the quarterly results, we reported GAAP earnings per share of 36 cents, an increase of 9% over last year. This GAAP EPS results include about 2 cents of merger-related expenses, bringing our non-GAAP EPS to 38 cents for the quarter.
Overall, it was a solid quarter that underscores the steady, consistent growth we're driving across both our water and gas businesses, as well as responsible expense management. A key driver of that performance is our ongoing commitment to system reliability and customer service.
Year-to-date, we've invested about $1.1 billion of capital, keeping us on track to invest a record $1.7 billion in needed infrastructure improvements and upgrades in 2026. All right, now on the regulatory front, we currently have rate cases or infrastructure surcharges pending in Texas, Virginia, Illinois, Indiana, and New Jersey, along with our natural gas rate case in Pennsylvania.
We recently received a proposed decision from the ALJ in the natural gas case, recommending a revenue increase of approximately $105 million. Now, we continue to engage constructively with the Pennsylvania Public Utility Commission, the governor's office, and the various stakeholders regarding the state's regulatory environment.
Related to this, you may have seen that Chairman DeFrank recently established an ROE working group, and they will be meeting over the coming months to evaluate options for establishing the cost of capital used in rate cases and DSIC filings. We are optimistic that the process will yield some improvements in the regulatory process and, frankly, a greater understanding by all the parties of the capital needs and the overall focus on affordability.
Finally, reinforcing our long-standing commitment to shareholder value, on October 21st, our board of directors declared the quarterly dividend payment on December 1st, 2026 to shareholders of record on November 10th, 2026. Essential Utilities has paid consecutive quarterly cash dividends for over 80 years and has increased the dividend 36 times in the last 35 years, a record we are very proud of.
Dan, on that note, I'll hand it over to you for a deeper look at our quarterly numbers.
Dan Schuller
Thanks, Chris, and good morning, everyone. Today, my remarks will focus on our strong financial performance and the primary drivers of our results.
Let's turn to slide 8 to review our year-over-year EPS bridge, beginning with our Q3 2025 earnings of 33 cents per share. In terms of positive drivers, earnings per share this quarter benefited from a 6-cent increase in regulatory recoveries and surcharges, with about 65% of this coming from our water segment, and a penny from higher water volumes.
These gains were partially offset by 2 cents from increased depreciation and amortization and another 2 cents from higher interest and lower AFUDC. This brings us to GAAP earnings per share of 36 cents for the quarter.
Now, you'll see the details of our operations and maintenance expenses when you see our 10-Q, but let me give you some color here. O&M decreased by approximately 0.6% or about $900,000.
This decrease was primarily driven by insurance recoveries, as well as a decrease in bad debt expense in our regulated gas segment, offset by merger-related expenses. Coming back to earnings, if we adjust our GAAP earnings per share of 36 cents to exclude the non-recurring merger-related costs, our adjusted non-GAAP earnings per share were 38 cents.
The full reconciliation is available in our earnings release and in the appendix to this presentation. Turning to slide 9, let me provide an update on our regulatory activity.
Thus far in 2026, we have finalized rate cases or surcharges representing $70.5 million in incremental annualized revenue. Approximately 75% of this total is derived from our water and wastewater operations, with the remainder coming from our gas business.
Looking ahead, our regulatory pipeline remains on track. Our water and wastewater segment currently has cases or surcharge proceedings pending in five states, representing over $78.5 million in requested annualized increases.
Our natural gas subsidiary has a base rate case pending here in Pennsylvania for $163.2 million, and as Chris mentioned, the ALJ has recommended a revenue increase of approximately $105 million. This rate case filing is essential to supporting our long-term infrastructure improvement plan, which enhances system safety and reliability while continuing to drive emissions reductions.
We expect a final order in this case in December. As always, we manage these filings carefully to ensure we continue delivering safe, reliable service and earn a fair return on our invested capital while remaining highly sensitive to customer affordability.
With that, I'll turn the call over to Chris. Chris?
Chris Franklin
Thanks, Dan. Let's move to slide 11, and we'll summarize our acquisition activity.
Here we show a selection of our business development opportunities, and our business development group had a very busy October. We started the month by completing the $1.1 million acquisition of Drill Equip, a small water and wastewater system in Harris County, Texas.
We also entered into an asset purchase agreement to acquire the North Carolina water and wastewater assets of Central States Water Resources. These assets serve approximately 4,100 customers, and we paid about $3.5 million.
Then on October 28th, we entered into an asset purchase agreement for the acquisition of the water and wastewater assets of the Buckingham Springs system in Pennsylvania. These systems serve 1,300 customers, and we are paying $2.8 million for that acquisition.
Finally, on that same day, we entered into an asset purchase agreement for the acquisition of the wastewater assets of the Hempfield Township Municipal Authority in Pennsylvania, which serves about 1,200 customers for $2.2 million. The company's also signed purchase agreements for additional water and wastewater systems in North Carolina and Virginia.
In total, we've signed asset purchase agreements totaling approximately $290 million in purchase price, which are expected to serve approximately 208,000 customers. Now this includes our DELCORA transaction, which remains under a stay put in place by a federal bankruptcy judge related to the bankruptcy of the city of Chester.
I'll remind you that the fully enforceable agreement of sale with DELCORA is assumable by American Water. Our active pipeline of potential water and wastewater acquisitions represents approximately 400,000 potentially new customers to the company.
With that, I'll wrap things up and hand it back to the operator so we can take your questions.
Operator
We will now begin the question-and-answer session. Please limit yourself to one question and one follow-up.
If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again.
We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device.
Please stand by while we compile the Q&A roster. Your first question comes from the line of Travis Miller with Morningstar Inc.
Travis, please go ahead. ):
Travis Miller
Thank you. Good morning, everyone.
Dan Schuller
Good morning. ):
Travis Miller
You're there. I'm going to intentionally leave this one a little open here, but thoughts on the election?
You're obviously operating in some key states that were featured in the election yesterday, affordability also an issue, municipal M&A potentially an issue. I'm just leaving this open for any of your thoughts there.
Chris Franklin
It's a lot to digest, Travis. As you might imagine, there's some pretty big changes in the states where we operate.
I will say this though, just for starters, we are 140-year-old utility. I've been at this company for nearly 35 years.
My team's been with me for over a decade-plus. We have relationships on both sides of the aisle in all of our states.
We've worked very hard at that, not only on the regulatory side, but also the legislative side. We'll have to meet some new people, get to know them.
We'll have to get to know what is important to them in terms of their issues, and then assess our work from there. I think we're, like so many people today, just in a digestion period at the moment.
):
Travis Miller
Fair. What about just real quick municipal M&A, anything you saw from the election locally that might impact that either way, either existing, pending, or potential?
Chris Franklin
I don't think so. A lot of municipal folks in Pennsylvania, where we sit today, were not out for election, and so not as much on the municipal side that we see in terms of change positive or negative for municipal M&A.
I think the transactions we have in the works, there doesn't seem to be any particular concerns about those. I feel like business as usual in the most large part on our relationships with potential deals.
):
Travis Miller
Great. Appreciate all the thoughts.
Chris Franklin
Thank you, Travis.
Dan Schuller
Take care, Travis.
Operator
Your next question comes from the line of Paul Zimbardo with Jefferies. Paul, please go ahead.
Dan Schuller
Good morning, Paul.
Paul Zimbardo
Hi, good morning, team. Just one first for me, I notice that long-term guidance was not included in the new press release.
Is it a change in the outlook, or just could you give any color on why not reaffirm the plan with the update today?
Chris Franklin
I think as we look forward, the reality is that, and I think we've communicated this the best we could over the last year here, that we are to give earnings per share guidance just doesn't make a whole lot of sense. We feel very confident that the transaction will close early in the new year, and how the business is financed will largely be up to the combined team and the combined board and management team.
I think we've decided here that earnings guidance going forward is best described by the successor team here. I will say this though, Paul, we continue to feel strongly that we're going to invest capital.
We've said we're going to be over at least $8.7 billion over the next five years in capital spend invested in our systems. I don't think you should expect a great variation from the work we've been doing over the last decade-plus.
Paul Zimbardo
Understood. Then one follow-up: could you quantify what that insurance recovery item was during the quarter?
Dan Schuller
Paul, and you'll see this in the 10- in the 10-Q that comes out. The insurance recovery is really tied to stop-loss insurance.
You think about health insurance cases that are significant claims. Last quarter, we noted that those claims were high because we hadn't yet had the stop-loss reimbursement, but this quarter, we're seeing that reimbursement come back through the income statement and sort of bringing those employee-related costs down.
You'll see in the Q that employee benefits, including that medical claim stop-loss reimbursement, decreased by about $3.5 million, most of that really being driven by that stop-loss recovery.
Paul Zimbardo
Got it. The $3.5 million is net of the recoveries, got it.
Thank you.
Dan Schuller
I think it's important to say in terms of the quarter, we had the positive benefit there, we have the benefit in terms of lower bad debt, but we also had about $4.9 million of merger-related expenses. You'll see in the Q that O&M is still down by about $900,000.
Even with the merger-related expenses, other costs came in in line or lower than sort of typical or lower than we had last year. Very strong quarter from an O&M perspective here at the company.
Paul Zimbardo
Okay. Thank you very much.
Dan Schuller
Thanks, Paul.
Operator
Your next question comes from the line of Gregg Orrill with UBS. Gregg, please go ahead.
Hey,
Chris Franklin
Gregg.
Gregg Orrill
Hi. Good morning.
Dan Schuller
Hey, Gregg, good morning.
Gregg Orrill
Good morning. Two questions there.
First, what are your expectations around converting the Texas and North Carolina settlements to final approvals? When does that occur and what's involved there?
Secondly, I guess there was a significant PFAS settlement yesterday around personal injury and 3M, and just wondering if there are any implications for the company. Thank you.
Chris Franklin
Let's take the first one. North Carolina and Texas, we believe those are on track.
As we have settlements in each of our states, and, although it's not a defined schedule, we would expect that we would see adjudication in both states before the end of the year. I think we feel comfortable with that.
On the PFAS, I'm happy to get back to you on that. I'm not sure we have any thoughts on any new news from yesterday yet, but happy to reconnect with you on that, Gregg.
Gregg Orrill
Thanks a lot.
Chris Franklin
You bet.
Operator
Your next question comes from the line of Davis Sunderland with Baird. Davis, please go ahead.
Chris Franklin
Hey, Davis. Good
Dan Schuller
morning, Davis. Very
Davis Sunderland
Very good morning to you guys, gentlemen. Thank you very much for the time, and congrats.
I'm sure it's been a very long process getting to where you are in the merger, and 2027 is right around the corner, congrats on everything you guys have accomplished so far. Most of my questions have been taken.
I guess maybe I'll just round out Gregg's question. Obviously, you touched, Chris, on North Carolina, on Texas.
If you could also just address Pennsylvania and New Jersey, and the timelines, and what to expect before year-end, or even if things I guess carry into Q1, what your guys' latest expectations are and how that may have accelerated or pushed out from what you guys thought a quarter ago. Thank you very much.
Chris Franklin
Sure. In Pennsylvania, we're waiting for the administrative law judge to come across with a recommended decision.
We'd expect that could be before Thanksgiving, could be a little after, but that's a reasonable timeframe. Then it would go to the Public Utility Commission for their action.
As we've said, I think, all along, we'd expect that sometime probably right after the first of the year. New Jersey, always good discussions there, and I would hope we'd have some news there to share soon.
The discussions toward a settlement are, I think, constructive and in a good place. Hopefully we'll be able to share some news on that one soon.
I as I said in my earlier comments, really feel good about a first-quarter close here.
Dan Schuller
Then maybe the one we didn't cover, Davis, was Illinois. In Illinois, we have statutory timeframe there, in that statutory timeframe, we would expect to hear something quite soon in Illinois in terms of a commission order.
Davis Sunderland
Very straightforward. Awesome.
Appreciate the details, guys. Thanks again.
Dan Schuller
Thanks, Davis.
Chris Franklin
You got it.
Operator
There are no further questions at this time. I will now turn the call back to Chris Franklin, CEO, for closing remarks.
Chris Franklin
Thanks again, everyone, for joining us. As always, we stand ready to answer your questions.
Feel free to follow up with Dan, myself, or Ed, and have a wonderful day. Thank you.
Operator
This concludes today's call. Thank you for attending.
You may now disconnect.