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3-06-30
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the quarterly period ended June 30, 2024
or
| | | | | |
☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | |
for the transition period from to |
Commission file number 001-14431
American States Water Company
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
California | | 95-4676679 |
(State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
630 E. Foothill Blvd | San Dimas | CA | | 91773-1212 |
(Address of Principal Executive Offices) | | (Zip Code) |
(909) 394-3600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Commission file number 001-12008
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | | | | | | | | | | | |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common shares | | AWR | | New York Stock Exchange |
Golden State Water Company
(Exact Name of Registrant as Specified in Its Charter)
| | | | | | | | | | | | | | |
California | | 95-1243678 |
(State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
630 E. Foothill Blvd | San Dimas | CA | | 91773-1212 |
(Address of Principal Executive Offices) | | (Zip Code) |
(909) 394-3600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | | | | | | | | | | | |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
N/A | | N/A | | N/A |
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | | | | | | | | | | | | | | | | |
American States Water Company | Yes | x | | No | ¨ |
Golden State Water Company | Yes | x | | No | ¨ |
Indicate by check mark whether Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files).
| | | | | | | | | | | | | | | | | |
American States Water Company | Yes | x | | No | ¨ |
Golden State Water Company | Yes | x | | No | ¨ |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
American States Water Company
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | x | | Accelerated filer | ¨ | | Non-accelerated filer | ¨ | | Smaller reporting company | ☐ | | Emerging growth company | ☐ |
Golden State Water Company
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ¨ | | Accelerated filer | ¨ | | Non-accelerated filer | x | | Smaller reporting company | ☐ | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
| | | | | | | | | | | | | | | | | | | | |
American States Water Company | | Yes | ☐ | | No | x |
Golden State Water Company | | Yes | ☐ | | No | x |
As of August 5, 2024, the number of common shares, no par value (“Common Shares”) outstanding of American States Water Company was 37,457,199. As of August 5, 2024, all of the 171 outstanding shares of common stock, no par value, of Golden State Water Company were owned by American States Water Company.
Golden State Water Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form, in part, with the reduced disclosure format for Golden State Water Company.
AMERICAN STATES WATER COMPANY
and
GOLDEN STATE WATER COMPANY
FORM 10-Q
INDEX
GLOSSARY OF TERMS
The following terms and acronyms used in this Form 10-Q are defined below:
| | | | | |
Term or Acronym | Definition |
ASUS | American States Utility Services, Inc. |
ATM | At-The-Market Offering Program |
AWR | American States Water Company |
BSUS | Bay State Utility Services LLC |
BVES | Bear Valley Electric Service, Inc. |
Cal Advocates | Public Advocates Office of the California Public Utilities Commission |
COC | Cost of Capital |
CPUC | California Public Utilities Commission |
CWA | California Water Association |
DDW | Division of Drinking Water |
ECUS | Emerald Coast Utility Services, Inc. |
EPA | Economic Price Adjustment |
EPS | Earnings Per Share |
Exchange Act | Securities Exchange Act of 1934, as amended |
FBWS | Fort Bliss Water Services Company |
FRUS | Fort Riley Utility Services, Inc. |
GAAP | Generally Accepted Accounting Principles in the United States of America |
gpcd | Gallons Per Capita Per Day |
GSWC | Golden State Water Company |
IOWU | Investor-Owned Water Utility |
MCBA | Modified Cost Balancing Account |
MCL | Maximum Contamination Level |
Moody’s | Moody’s Investors Service |
ODUS | Old Dominion Utility Services, Inc. |
OEIS | Office of Energy Infrastructure Safety |
ONUS | Old North Utility Services, Inc. |
PFAS | Perfluoroalkyl Substances |
PFOA | Perfluorooctanoic Acid |
Projects | Storage System and the Bear Valley Solar Energy Project |
PRUS | Patuxent River Utility Services LLC |
PSUS | Palmetto State Utility Services, Inc. |
REA | Request for Equitable Adjustment |
Registrant | American States Water Company and Golden State Water Company |
SB | Senate Bill |
SEC | Securities and Exchange Commission |
SERP | Supplemental Executive Retirement Plan |
SWRCB | State Water Resources Control Board |
TUS | Terrapin Utility Services, Inc. |
U.S. | United States |
WCCM | Water Cost of Capital Mechanism |
WMP | Wildfire Mitigation Plan |
WRAM | Water Revenue Adjustment Mechanism |
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our financial performance. These statements include forward-looking statements with respect to our business and industry in general. Statements that include the words “expect,” “intend,” “believe,” “estimate,” “may,” “can,” “will,” “likely,” “should,” “could,” “anticipate,” “plan” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:
•the impact of laws, regulations and policies of regulatory agencies or the U.S. government applicable to water, wastewater and electric utility operations;
•the ability of GSWC and BVES to recover their respective costs through regulated rates, including increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, and increased costs of operation and maintenance due to inflation, supply chain disruptions and increases in interest rates, while facing an increase in customer rate increase opposition and possible reluctance from the CPUC to pass through all such costs to customers;
•customer dissatisfaction due to rising rates needed to recover the costs of replacing aging infrastructure, address climate change risks, comply with water quality, renewable energy and greenhouse gas regulation;
•all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments;
•all contracts for providing services on military bases may be terminated or suspended at any time by the government;
•ASUS is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties;
•GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties;
•we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized;
•the impact of water quality and wastewater quality regulations on military bases;
•asset or business acquisitions may not yield the anticipated benefits;
•the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations;
•our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions;
•increases in the costs of obtaining and complying with the terms of franchise agreements;
•damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions;
•costs and effects of legal and administrative proceedings, settlements, investigations and claims;
•our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts;
•the outbreak of pandemics, such as COVID-19, and other events may cause regionwide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results;
•the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations;
•the impact of groundwater contamination and the increasing costs associated with treatment of groundwater due to contamination and increasing water quality regulation and mitigation of contaminants;
•risks of incurring losses not covered by insurance or recoverable in rates;
•risks of inadequate insurance coverages to cover significant losses due to a wildfire as insurance coverages become more expensive or unavailable on reasonable terms;
•the adequacy of water supplies due to fluctuations of weather, climate change and other uncontrollable factors;
•the impact that water conservation efforts may have on GSWC’s operations and costs incurred;
•changes in electricity and natural gas prices in California;
•failure to make accurate estimates about financing and accounting matters;
•changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses;
•changes in fair value of investments and other assets;
•the performance of subcontractors engaged to assist us in the performance of contracted services on military bases;
•incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity;
•physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors;
•cybersecurity incidents that could disrupt operations and critical information technology systems, resulting in the inability to deliver services to customers, loss of financial and other information critical for operations and the breach of confidential information of our customers, employees and vendors;
•our ability to attract, retain, train, motivate, develop, and transition key employees;
•the failure of our employees to maintain required certifications and licenses or to complete required compliance training;
•changes in interest rates and our ability to borrow funds and access bank and capital markets on reasonable terms;
•the impact of inflation and supply chain disruptions on our operational costs and costs of capital that may not be recovered in rates for our regulated utilities and through economic price adjustments for our military bases;
•results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions, delays in receiving general rate case decisions from the CPUC, and general market and economic conditions;
•actions by credit rating agencies to downgrade AWR or GSWC’s credit ratings or to place those ratings on negative outlook;
•our ability to finance the significant capital expenditures required by our operations, which are increasing;
•volatility in the price of our Common Shares;
•declines in the market prices of equity and fixed-income securities and resulting cash funding requirements for defined benefit pension plans and other post-retirement benefit plans;
•our reliance on cash flow from our subsidiaries to meet our financial obligations and to pay dividends on our Common Shares;
•the geographic concentration of our operations in California; and
•other risks and uncertainties described under the heading “Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC.
Although we believe that the expectations reflected in these forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this Form 10-Q and the information incorporated herein by reference reflect our views as of their respective dates and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this Form 10-Q and the information incorporated herein by reference that could cause actual results to differ. Forward-looking statements speak only as of the date they are made and except as required by law, Registrant expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I
Item 1. Financial Statements
General
The basic financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring items and estimates necessary for a fair statement of results for the interim period have been made.
It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto in the latest Annual Report on Form 10-K of American States Water Company and its wholly owned subsidiary, Golden State Water Company.
Filing Format
American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service, Inc. (“BVES”) and American States Utility Services, Inc. and its subsidiaries (“ASUS”).
This quarterly report on Form 10-Q is a combined report being filed by two separate Registrants: AWR and GSWC. For more information, please see Note 1 of the Notes to Consolidated Financial Statements and the heading titled “General” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. GSWC makes no representations as to the information contained in this report other than with respect to itself.
AMERICAN STATES WATER COMPANY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
| | | | | | | | | | | | | | |
(in thousands) | | June 30, 2024 | | December 31, 2023 |
Property, Plant and Equipment | | | | |
Regulated utility plant, at cost | | $ | 2,577,968 | | | $ | 2,476,509 | |
Non-utility property, at cost | | 42,606 | | | 40,243 | |
Total | | 2,620,574 | | | 2,516,752 | |
Less - accumulated depreciation | | (638,938) | | | (624,472) | |
Net property, plant and equipment | | 1,981,636 | | | 1,892,280 | |
| | | | |
Other Property and Investments | | | | |
Goodwill | | 1,116 | | | 1,116 | |
Other property and investments | | 45,923 | | | 42,932 | |
Total other property and investments | | 47,039 | | | 44,048 | |
| | | | |
Current Assets | | | | |
Cash and cash equivalents | | 3,583 | | | 14,073 | |
Accounts receivable — customers (less allowance for doubtful accounts of $3,649 in 2024 and $3,537 in 2023) | | 39,076 | | | 34,250 | |
Unbilled receivable | | 24,481 | | | 23,516 | |
Receivable from the U.S. government (Note 2) | | 50,138 | | | 49,306 | |
Other accounts receivable (less allowance for doubtful accounts of $53 in 2024 and 2023) | | 4,333 | | | 6,340 | |
Materials and supplies | | 16,969 | | | 17,574 | |
Regulatory assets — current | | 43,756 | | | 45,144 | |
Prepayments and other current assets | | 9,042 | | | 5,819 | |
Contract assets (Note 2) | | 18,145 | | | 9,956 | |
Total current assets | | 209,523 | | | 205,978 | |
| | | | |
Other Assets | | | | |
Unbilled revenue — receivable from the U.S. government (Note 2) | | 5,304 | | | 4,886 | |
Receivable from the U.S. government (Note 2) | | 40,192 | | | 42,183 | |
Contract assets (Note 2) | | 918 | | | 4,422 | |
Operating lease right-of-use assets | | 7,852 | | | 7,982 | |
Regulatory assets | | 37,046 | | | 25,585 | |
Other | | 18,810 | | | 18,758 | |
Total other assets | | 110,122 | | | 103,816 | |
| | | | |
Total Assets | | $ | 2,348,320 | | | $ | 2,246,122 | |
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN STATES WATER COMPANY
CONSOLIDATED BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
| | | | | | | | | | | | | | |
(in thousands, except number of shares) | | June 30, 2024 | | December 31, 2023 |
Capitalization | | | | |
Common shares, no par value | | | | |
Authorized: 60,000,000 shares | | | | |
Outstanding: 37,457,199 shares in 2024 and 36,980,612 shares in 2023 | | $ | 297,576 | | | $ | 263,179 | |
Retained earnings | | 535,901 | | | 512,930 | |
Total common shareholders’ equity | | 833,477 | | | 776,109 | |
Long-term debt | | 640,028 | | | 575,555 | |
Total capitalization | | 1,473,505 | | | 1,351,664 | |
| | | | |
Current Liabilities | | | | |
Notes payable to banks | | 167,000 | | | 42,000 | |
Long-term debt — current | | 365 | | | 353 | |
Accounts payable | | 71,979 | | | 68,705 | |
Income taxes payable | | 4,249 | | | 492 | |
Accrued other taxes | | 13,068 | | | 14,654 | |
Accrued employee expenses | | 13,085 | | | 14,738 | |
Accrued interest | | 8,354 | | | 8,607 | |
Contract liabilities (Note 2) | | 1,239 | | | 1,352 | |
Operating lease liabilities | | 1,894 | | | 1,856 | |
Purchase power contract derivative at fair value (Note 5) | | 5,593 | | | 2,360 | |
Other | | 12,292 | | | 11,506 | |
Total current liabilities | | 299,118 | | | 166,623 | |
| | | | |
Other Credits | | | | |
Notes payable to banks | | 128,000 | | | 291,500 | |
Advances for construction | | 68,660 | | | 67,431 | |
Contributions in aid of construction – net | | 154,201 | | | 151,414 | |
Deferred income taxes | | 167,699 | | | 161,577 | |
Regulatory liabilities | | 750 | | | 1,222 | |
Unamortized investment tax credits | | 976 | | | 1,011 | |
Accrued pension and other postretirement benefits | | 34,360 | | | 32,652 | |
Operating lease liabilities | | 6,422 | | | 6,619 | |
Other | | 14,629 | | | 14,409 | |
Total other credits | | 575,697 | | | 727,835 | |
| | | | |
Commitments and Contingencies (Note 9) | | | | |
| | | | |
Total Capitalization and Liabilities | | $ | 2,348,320 | | | $ | 2,246,122 | |
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2024 AND 2023
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands, except per share amounts) | | 2024 | | 2023 | | 2024 | | 2023 |
Operating Revenues | | | | | | | | |
Water | | $ | 110,424 | | | $ | 116,908 | | | $ | 200,689 | | | $ | 229,620 | |
Electric | | 8,703 | | | 8,828 | | | 20,908 | | | 21,732 | |
Contracted services | | 36,201 | | | 31,664 | | | 68,982 | | | 67,471 | |
Total operating revenues | | 155,328 | | | 157,400 | | | 290,579 | | | 318,823 | |
| | | | | | | | |
Operating Expenses | | | | | | | | |
Water purchased | | 17,968 | | | 18,070 | | | 31,729 | | | 32,374 | |
Power purchased for pumping | | 3,521 | | | 2,869 | | | 6,353 | | | 5,223 | |
Groundwater production assessment | | 5,818 | | | 5,365 | | | 10,672 | | | 9,198 | |
Power purchased for resale | | 1,503 | | | 2,469 | | | 5,835 | | | 7,455 | |
Supply cost balancing accounts | | 3,436 | | | 2,837 | | | 2,828 | | | 14,403 | |
Other operation | | 10,733 | | | 9,716 | | | 20,356 | | | 19,832 | |
Administrative and general | | 23,487 | | | 21,503 | | | 48,834 | | | 45,050 | |
Depreciation and amortization | | 10,770 | | | 10,258 | | | 21,492 | | | 21,461 | |
Maintenance | | 3,535 | | | 3,779 | | | 6,760 | | | 6,929 | |
Property and other taxes | | 6,612 | | | 5,555 | | | 13,099 | | | 11,850 | |
ASUS construction | | 16,197 | | | 16,034 | | | 31,899 | | | 34,938 | |
Total operating expenses | | 103,580 | | | 98,455 | | | 199,857 | | | 208,713 | |
| | | | | | | | |
Operating Income | | 51,748 | | | 58,945 | | | 90,722 | | | 110,110 | |
| | | | | | | | |
Other Income and Expenses | | | | | | | | |
Interest expense | | (13,137) | | | (10,728) | | | (25,992) | | | (20,209) | |
Interest income | | 2,093 | | | 1,803 | | | 4,163 | | | 3,667 | |
Other, net | | 1,519 | | | 1,705 | | | 3,861 | | | 3,316 | |
Total other income and expenses, net | | (9,525) | | | (7,220) | | | (17,968) | | | (13,226) | |
| | | | | | | | |
Income before income tax expense | | 42,223 | | | 51,725 | | | 72,754 | | | 96,884 | |
| | | | | | | | |
Income tax expense | | 10,359 | | | 13,204 | | | 17,755 | | | 23,956 | |
| | | | | | | | |
Net Income | | $ | 31,864 | | | $ | 38,521 | | | $ | 54,999 | | | $ | 72,928 | |
| | | | | | | | |
Weighted Average Number of Common Shares Outstanding | | 37,309 | | | 36,976 | | | 37,169 | | | 36,972 | |
Basic Earnings Per Common Share | | $ | 0.85 | | | $ | 1.04 | | | $ | 1.48 | | | $ | 1.97 | |
| | | | | | | | |
Weighted Average Number of Diluted Shares | | 37,418 | | | 37,067 | | | 37,263 | | | 37,058 | |
Fully Diluted Earnings Per Common Share | | $ | 0.85 | | | $ | 1.04 | | | $ | 1.47 | | | $ | 1.97 | |
| | | | | | | | |
Dividends Paid Per Common Share | | $ | 0.4300 | | | $ | 0.3975 | | | $ | 0.8600 | | | $ | 0.7950 | |
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CHANGES
IN COMMON SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2024 |
| | Common Shares | | | | |
| | Number | | | | | | |
| | of | | | | Retained | | |
(in thousands) | | Shares | | Amount | | Earnings | | Total |
Balances at December 31, 2023 | | 36,981 | | | $ | 263,179 | | | $ | 512,930 | | | $ | 776,109 | |
Add: | | | | | | | | |
Net income | | | | | | 23,135 | | | 23,135 | |
Issuance of Common Shares from an at-the-market program, net of issuance costs | | 228 | | 15,584 | | | | | 15,584 | |
Issuances of Common Shares under stock-based compensation plans | | 20 | | | — | | | | | — | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 1,570 | | | | | 1,570 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 44 | | | | | 44 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 15,905 | | | 15,905 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 44 | | | 44 | |
Balances at March 31, 2024 | | 37,229 | | | $ | 280,377 | | | $ | 520,116 | | | $ | 800,493 | |
| | | | | | | | |
Add: | | | | | | | | |
Net income | | | | | | 31,864 | | | 31,864 | |
Issuance of Common Shares from an at-the-market program, net of issuance costs | | 228 | | | 16,724 | | | | | 16,724 | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 420 | | | | | 420 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 55 | | | | | 55 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 16,024 | | | 16,024 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 55 | | | 55 | |
Balances at June 30, 2024 | | 37,457 | | | $ | 297,576 | | | $ | 535,901 | | | $ | 833,477 | |
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CHANGES
IN COMMON SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2023 |
| | Common Shares | | | | |
| | Number | | | | | | |
| | of | | | | Retained | | |
(in thousands) | | Shares | | Amount | | Earnings | | Total |
Balances at December 31, 2022 | | 36,962 | | | $ | 260,158 | | | $ | 449,391 | | | $ | 709,549 | |
Add: | | | | | | | | |
Net income | | | | | | 34,407 | | | 34,407 | |
Issuances of Common Shares under stock-based compensation plans | | 14 | | — | | | | | — | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 1,587 | | | | | 1,587 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 47 | | | | | 47 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 14,695 | | | 14,695 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 47 | | | 47 | |
Balances at March 31, 2023 | | 36,976 | | $ | 261,792 | | | $ | 469,056 | | | $ | 730,848 | |
| | | | | | | | |
Add: | | | | | | | | |
Net income | | | | | | 38,521 | | | 38,521 | |
Issuances of Common Shares under stock-based compensation plans | | 1 | | — | | | | | — | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 396 | | | | | 396 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 42 | | | | | 42 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 14,699 | | | 14,699 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 42 | | | 42 | |
Balances at June 30, 2023 | | 36,977 | | $ | 262,230 | | | $ | 492,836 | | | $ | 755,066 | |
The accompanying notes are an integral part of these consolidated financial statements.
AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 |
Cash Flows From Operating Activities: | | | | |
Net income | | $ | 54,999 | | | $ | 72,928 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization | | 21,822 | | | 21,984 | |
Provision for doubtful accounts | | 724 | | | 847 | |
Deferred income taxes and investment tax credits | | 2,442 | | | 599 | |
Stock-based compensation expense | | 2,852 | | | 2,577 | |
Gain on investments held in a trust | | (3,046) | | | (3,086) | |
Other — net | | 225 | | | (89) | |
Changes in assets and liabilities: | | | | |
Accounts receivable — customers | | (5,550) | | | (1,641) | |
Unbilled receivable | | (1,383) | | | (933) | |
Other accounts receivable | | 2,007 | | | (421) | |
Receivables from the U.S. government | | 1,159 | | | (10,922) | |
Materials and supplies | | 605 | | | (2,199) | |
Prepayments and other assets | | (2,491) | | | (2,690) | |
Contract assets | | (4,685) | | | (528) | |
Regulatory assets/liabilities | | (3,001) | | | (70,875) | |
Accounts payable | | 2,608 | | | (9,669) | |
Income taxes receivable/payable | | 3,764 | | | 21,432 | |
Contract liabilities | | (113) | | | (318) | |
Accrued pension and other postretirement benefits | | 1,362 | | | 2,041 | |
Other liabilities | | (3,785) | | | (1,273) | |
Net cash provided (used) | | 70,515 | | | 17,764 | |
| | | | |
Cash Flows From Investing Activities: | | | | |
Capital expenditures | | (109,298) | | | (88,649) | |
Other investing activities | | 401 | | | 827 | |
Net cash provided (used) | | (108,897) | | | (87,822) | |
| | | | |
Cash Flows From Financing Activities: | | | | |
Proceeds from issuance of Common Shares, net of issuance costs | | 32,423 | | | — | |
Receipt of advances for and contributions in aid of construction | | 5,672 | | | 4,606 | |
Refunds on advances for construction | | (2,998) | | | (2,973) | |
Repayments of long-term debt | | (256) | | | (251) | |
Proceeds from the issuance of long-term debt, net of issuance costs | | 64,618 | | | 129,665 | |
Net changes in notes payable to banks | | (38,500) | | | (35,667) | |
Dividends paid | | (31,929) | | | (29,394) | |
Other financing activities | | (1,138) | | | (899) | |
Net cash provided (used) | | 27,892 | | | 65,087 | |
Net change in cash and cash equivalents | | (10,490) | | | (4,971) | |
Cash and cash equivalents, beginning of period | | 14,073 | | | 5,997 | |
Cash and cash equivalents, end of period | | $ | 3,583 | | | $ | 1,026 | |
| | | | |
Non-cash transactions: | | | | |
Accrued payables for investment in utility plant | | $ | 35,541 | | | $ | 35,731 | |
Property installed by developers and conveyed | | $ | 3,625 | | | $ | 809 | |
The accompanying notes are an integral part of these consolidated financial statements.
GOLDEN STATE WATER COMPANY
BALANCE SHEETS
ASSETS
(Unaudited)
| | | | | | | | | | | | | | |
(in thousands) | | June 30, 2024 | | December 31, 2023 |
Utility Plant | | | | |
Utility plant, at cost | | $ | 2,367,924 | | | $ | 2,278,669 | |
Less - accumulated depreciation | | (554,632) | | | (543,135) | |
Net utility plant | | 1,813,292 | | | 1,735,534 | |
| | | | |
Other Property and Investments | | 43,477 | | | 40,480 | |
| | | | |
Current Assets | | | | |
Cash and cash equivalents | | 439 | | | 3,195 | |
Accounts receivable — customers (less allowance for doubtful accounts of $3,497 in 2024 and $3,394 in 2023) | | 36,699 | | | 31,018 | |
Unbilled receivable | | 18,290 | | | 17,185 | |
Other accounts receivable (less allowance for doubtful accounts of $53 in 2024 and 2023) | | 3,154 | | | 4,301 | |
Intercompany receivable | | 502 | | | 380 | |
Income taxes receivable from Parent | | — | | | 222 | |
Materials and supplies | | 7,804 | | | 7,380 | |
Regulatory assets — current | | 42,881 | | | 44,007 | |
Prepayments and other current assets | | 6,445 | | | 4,544 | |
Total current assets | | 116,214 | | | 112,232 | |
| | | | |
Other Assets | | | | |
Operating lease right-of-use assets | | 7,734 | | | 7,796 | |
Regulatory assets | | 11,183 | | | 2,944 | |
Other | | 17,141 | | | 17,169 | |
Total other assets | | 36,058 | | | 27,909 | |
| | | | |
Total Assets | | $ | 2,009,041 | | | $ | 1,916,155 | |
The accompanying notes are an integral part of these financial statements.
GOLDEN STATE WATER COMPANY
BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
| | | | | | | | | | | | | | |
(in thousands, except number of shares) | | June 30, 2024 | | December 31, 2023 |
Capitalization | | | | |
Common Shares, no par value: | | | | |
Authorized: 1,000 shares | | | | |
Outstanding: 171 shares in 2024 and 2023 | | $ | 372,892 | | | $ | 370,909 | |
Retained earnings | | 375,817 | | | 332,919 | |
Total common shareholder’s equity | | 748,709 | | | 703,828 | |
Long-term debt | | 605,202 | | | 540,738 | |
Total capitalization | | 1,353,911 | | | 1,244,566 | |
| | | | |
Current Liabilities | | | | |
Notes payable to banks | | 119,000 | | | — | |
Long-term debt — current | | 365 | | | 353 | |
Accounts payable | | 57,407 | | | 55,488 | |
Accrued other taxes | | 11,226 | | | 12,658 | |
Accrued employee expenses | | 9,997 | | | 11,502 | |
Accrued interest | | 7,460 | | | 7,508 | |
Income taxes payable to Parent | | 3,872 | | | — | |
Operating lease liabilities | | 1,781 | | | 1,725 | |
Other | | 11,639 | | | 10,715 | |
Total current liabilities | | 222,747 | | | 99,949 | |
| | | | |
Other Credits | | | | |
Notes payable to banks | | — | | | 150,000 | |
Advances for construction | | 68,640 | | | 67,411 | |
Contributions in aid of construction — net | | 154,201 | | | 151,414 | |
Deferred income taxes | | 152,979 | | | 147,458 | |
Regulatory liabilities | | 750 | | | 1,222 | |
Unamortized investment tax credits | | 976 | | | 1,011 | |
Accrued pension and other postretirement benefits | | 33,956 | | | 32,309 | |
Operating lease liabilities | | 6,422 | | | 6,568 | |
Other | | 14,459 | | | 14,247 | |
Total other credits | | 432,383 | | | 571,640 | |
| | | | |
Commitments and Contingencies (Note 9) | | | | |
| | | | |
Total Capitalization and Liabilities | | $ | 2,009,041 | | | $ | 1,916,155 | |
The accompanying notes are an integral part of these financial statements.
GOLDEN STATE WATER COMPANY
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2024 AND 2023
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
Operating Revenues | | | | | | | | |
Water | | $ | 110,424 | | | $ | 116,908 | | | $ | 200,689 | | | $ | 229,620 | |
Total operating revenues | | 110,424 | | | 116,908 | | | 200,689 | | | 229,620 | |
| | | | | | | | |
Operating Expenses | | | | | | | | |
Water purchased | | 17,968 | | | 18,070 | | | 31,729 | | | 32,374 | |
Power purchased for pumping | | 3,521 | | | 2,869 | | | 6,353 | | | 5,223 | |
Groundwater production assessment | | 5,818 | | | 5,365 | | | 10,672 | | | 9,198 | |
Supply cost balancing accounts | | 2,449 | | | 2,787 | | | 2,432 | | | 15,412 | |
Other operation | | 7,442 | | | 7,221 | | | 14,022 | | | 14,492 | |
Administrative and general | | 15,933 | | | 14,282 | | | 32,910 | | | 29,663 | |
Depreciation and amortization | | 9,043 | | | 8,674 | | | 18,077 | | | 18,280 | |
Maintenance | | 2,210 | | | 2,556 | | | 4,038 | | | 4,516 | |
Property and other taxes | | 5,475 | | | 4,560 | | | 10,724 | | | 9,699 | |
| | | | | | | | |
Total operating expenses | | 69,859 | | | 66,384 | | | 130,957 | | | 138,857 | |
| | | | | | | | |
Operating Income | | 40,565 | | | 50,524 | | | 69,732 | | | 90,763 | |
| | | | | | | | |
Other Income and Expenses | | | | | | | | |
Interest expense | | (9,716) | | | (7,835) | | | (19,108) | | | (14,757) | |
Interest income | | 1,574 | | | 1,320 | | | 3,085 | | | 2,748 | |
Other, net | | 1,259 | | | 1,458 | | | 3,591 | | | 3,086 | |
Total other income and expenses, net | | (6,883) | | | (5,057) | | | (12,432) | | | (8,923) | |
| | | | | | | | |
Income before income tax expense | | 33,682 | | | 45,467 | | | 57,300 | | | 81,840 | |
| | | | | | | | |
Income tax expense | | 8,487 | | | 11,934 | | | 14,311 | | | 20,844 | |
| | | | | | | | |
Net Income | | $ | 25,195 | | | $ | 33,533 | | | $ | 42,989 | | | $ | 60,996 | |
The accompanying notes are an integral part of these consolidated financial statements.
GOLDEN STATE WATER COMPANY
STATEMENTS OF CHANGES
IN COMMON SHAREHOLDER'S EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2024 |
| | Common Shares | | | | |
| | Number | | | | | | |
| | of | | | | Retained | | |
(in thousands, except number of shares) | | Shares | | Amount | | Earnings | | Total |
Balances at December 31, 2023 | | 171 | | $ | 370,909 | | | $ | 332,919 | | | $ | 703,828 | |
Add: | | | | | | | | |
Net income | | | | | | 17,794 | | | 17,794 | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 1,561 | | | | | 1,561 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 41 | | | | | 41 | |
Deduct: | | | | | | | | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 41 | | | 41 | |
Balances at March 31, 2024 | | 171 | | | $ | 372,511 | | | $ | 350,672 | | | $ | 723,183 | |
| | | | | | | | |
Add: | | | | | | | | |
Net income | | | | | | 25,195 | | | 25,195 | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 331 | | | | 331 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 50 | | | | 50 | |
Deduct: | | | | | | | | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 50 | | 50 | |
Balances at June 30, 2024 | | 171 | | | $ | 372,892 | | | $ | 375,817 | | | $ | 748,709 | |
The accompanying notes are an integral part of these financial statements.
GOLDEN STATE WATER COMPANY
STATEMENTS OF CHANGES
IN COMMON SHAREHOLDER'S EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2023
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2023 |
| | Common Shares | | | | |
| | Number | | | | | | |
| | of | | | | Retained | | |
(in thousands, except number of shares) | | Shares | | Amount | | Earnings | | Total |
Balances at December 31, 2022 | | 170 | | $ | 358,123 | | | $ | 285,783 | | | $ | 643,906 | |
Add: | | | | | | | | |
Net income | | | | | | 27,463 | | | 27,463 | |
Issuance of Common Share to Parent | | 1 | | 10,000 | | | | | 10,000 | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 1,603 | | | | | 1,603 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 44 | | | | | 44 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 24,700 | | | 24,700 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 44 | | | 44 | |
Balances at March 31, 2023 | | 171 | | | $ | 369,770 | | | $ | 288,502 | | | $ | 658,272 | |
| | | | | | | | |
Add: | | | | | | | | |
Net income | | | | | | 33,533 | | | 33,533 | |
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | | | | 320 | | | | | 320 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | 39 | | | | | 39 | |
Deduct: | | | | | | | | |
Dividends on Common Shares | | | | | | 14,700 | | | 14,700 | |
Dividend equivalent rights on stock-based awards not paid in cash | | | | | | 39 | | | 39 | |
Balances at June 30, 2023 | | 171 | | | $ | 370,129 | | | $ | 307,296 | | | $ | 677,425 | |
The accompanying notes are an integral part of these financial statements.
GOLDEN STATE WATER COMPANY
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
(in thousands) | | 2024 | | 2023 |
Cash Flows From Operating Activities: | | | | |
Net income | | $ | 42,989 | | | $ | 60,996 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization | | 18,346 | | | 18,748 | |
Provision for doubtful accounts | | 629 | | | 782 | |
Deferred income taxes and investment tax credits | | 2,161 | | | (817) | |
Stock-based compensation expense | | 2,679 | | | 2,434 | |
| | | | |
Gain on investments held in a trust | | (3,046) | | | (3,086) | |
Other — net | | 149 | | | 39 | |
Changes in assets and liabilities: | | | | |
Accounts receivable — customers | | (6,310) | | | (2,296) | |
Unbilled receivable | | (1,105) | | | (370) | |
Other accounts receivable | | 1,147 | | | (53) | |
Materials and supplies | | (424) | | | (385) | |
Prepayments and other assets | | (961) | | | (1,261) | |
Regulatory assets/liabilities | | (3,602) | | | (68,016) | |
Accounts payable | | 2,930 | | | (1,167) | |
Intercompany receivable/payable | | (122) | | | 134 | |
Income taxes receivable/payable from/to Parent | | 4,094 | | | 20,490 | |
Accrued pension and other postretirement benefits | | 1,308 | | | 2,007 | |
Other liabilities | | (3,081) | | | (973) | |
Net cash provided (used) | | 57,781 | | | 27,206 | |
| | | | |
Cash Flows From Investing Activities: | | | | |
Capital expenditures | | (95,627) | | | (76,572) | |
Other investing activities | | 118 | | | 203 | |
Net cash provided (used) | | (95,509) | | | (76,369) | |
| | | | |
Cash Flows From Financing Activities: | | | | |
Proceeds from issuance of Common Shares to AWR (parent) | | — | | | 10,000 | |
Receipt of advances for and contributions in aid of construction | | 5,672 | | | 4,606 | |
Refunds on advances for construction | | (2,998) | | | (2,973) | |
Repayments of long-term debt | | (256) | | | (251) | |
Proceeds from the issuance of long-term debt, net of issuance costs | | 64,618 | | | 129,665 | |
Net change in intercompany borrowings | | — | | | (129,000) | |
Net changes in notes payable to banks | | (31,000) | | | 77,334 | |
Dividends paid | | — | | | (39,400) | |
Other financing activities | | (1,064) | | | (821) | |
Net cash provided (used) | | 34,972 | | | 49,160 | |
| | | | |
Net change in cash and cash equivalents | | (2,756) | | | (3) | |
Cash and cash equivalents, beginning of period | | 3,195 | | | 370 | |
Cash and cash equivalents, end of period | | $ | 439 | | | $ | 367 | |
| | | | |
Non-cash transactions: | | | | |
Accrued payables for investment in utility plant | | $ | 32,454 | | | $ | 31,944 | |
Property installed by developers and conveyed | | $ | 3,625 | | | $ | 809 | |
The accompanying notes are an integral part of these financial statements.
AMERICAN STATES WATER COMPANY AND SUBSIDIARIES
AND
GOLDEN STATE WATER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Summary of Significant Accounting Policies
Nature of Operations: American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service Inc. (“BVES”), and American States Utility Services, Inc. (“ASUS”) (and its subsidiaries, Fort Bliss Water Services Company (“FBWS”), Old Dominion Utility Services, Inc. (“ODUS”), Terrapin Utility Services, Inc. (“TUS”), Palmetto State Utility Services, Inc. (“PSUS”), Old North Utility Services, Inc. (“ONUS”), Emerald Coast Utility Services, Inc. (“ECUS”), Fort Riley Utility Services, Inc. (“FRUS”), Bay State Utility Services LLC (“BSUS”), and Patuxent River Utility Services LLC (“PRUS”)). AWR and its subsidiaries may be collectively referred to as “the Company.” AWR, through its wholly owned subsidiaries, serves over one million people in ten states.
GSWC and BVES are both California public utilities. GSWC is engaged in the purchase, production, distribution and sale of water throughout California serving approximately 264,400 customer connections. BVES distributes electricity in several San Bernardino County mountain communities in California serving approximately 24,800 customer connections. The California Public Utilities Commission (“CPUC”) regulates GSWC’s and BVES’s businesses in matters including properties, rates, services, facilities, and transactions between GSWC, BVES, and their affiliates.
ASUS, through its wholly owned subsidiaries, operates, maintains and performs construction activities (including renewal and replacement capital work) on water and/or wastewater systems at various U.S. military bases pursuant to initial 50-year firm fixed-price contracts with the U.S. government and one 15-year contract with the U.S. government. These contracts are subject to annual economic price adjustments and modifications for changes in circumstances, changes in laws and regulations, and additions to the contract value for new construction of facilities at the military bases. ASUS also from time to time performs construction services on military bases as a subcontractor or pursuant to a task order agreement.
In August and September of 2023, ASUS was awarded new contracts with the U.S. government to serve two military bases for which operations began in April 2024. After completion of the transition periods, ASUS began operating the water and wastewater utility systems at Naval Air Station Patuxent River in Maryland under a 50-year privatization contract with the U.S. government and at Joint Base Cape Cod in Massachusetts under a 15-year contract with the U.S. government. Operations commenced at Naval Air Station Patuxent River on April 1, 2024. The initial value of this contract was estimated at approximately $349 million over a 50-year period subject to an inventory adjustment and annual economic price adjustments. In July 2024, the contract value was increased to $378 million after an inventory adjustment. Operations at Joint Base Cape Cod commenced on April 15, 2024. Under this contract, ASUS will perform work through the annual issuance of task orders by the U.S. government over a 15-year period up to a maximum value to ASUS of $75.0 million subject to adjustments as task orders are issued. In April 2024, the U.S. government awarded a task order valued at $4.1 million to ASUS for the first year of operation, maintenance, and renewal and replacement services of the water and wastewater systems at Joint Base Cape Cod.
There is no direct regulatory oversight by the CPUC over AWR or the operations, rates or services provided by ASUS or any of its wholly owned subsidiaries.
Basis of Presentation: The consolidated financial statements and notes hereto are presented in a combined report filed by two separate Registrants: AWR and GSWC. References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. AWR owns all of the outstanding common shares of GSWC, BVES and ASUS. ASUS owns all of the outstanding equity of its subsidiaries. The consolidated financial statements of AWR include the accounts of AWR and its subsidiaries. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany transactions and balances have been eliminated in the AWR consolidated financial statements.
The consolidated financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The December 31, 2023 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of management, all adjustments consisting of normal, recurring items, and estimates necessary for a fair statement of the results for the interim periods have been made. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Form 10-K for the year ended December 31, 2023 filed with the SEC.
Related Party and Intercompany Transactions: GSWC, BVES and ASUS provide and/or receive various support services to and from their parent, AWR, and among themselves. GSWC allocates certain corporate office administrative and general costs to its affiliates, BVES and ASUS, using allocation factors approved by the CPUC. GSWC allocated corporate office administrative and general costs to BVES of approximately $0.7 million for each of the three month periods ended June 30, 2024 and 2023, respectively, and $1.7 million and $2.1 million during the six month periods ended June 30, 2024 and 2023, respectively. GSWC also allocated corporate office administrative and general costs to ASUS of approximately $1.2 million for each of the three month periods ended June 30, 2024 and 2023, respectively, and $2.8 million and $2.7 million during the six month periods ended June 30, 2024 and 2023, respectively. In addition, as discussed under Liquidity and Financing Activities, under AWR’s credit facility, AWR borrows and provides funds to ASUS in support of its operations.
Liquidity and Financing Activities: On February 27, 2024, AWR entered into an Equity Distribution Agreement with third-party sales agents, under which AWR, may offer and sell its Common Shares, from time to time at its sole discretion, through an at-the-market (“ATM”) offering program having an aggregate gross offering price of up to $200 million over a three-year period and pursuant to AWR’s effective shelf registration statement on Form S-3. AWR intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, including, but not limited to, repayment of debt and equity contributions to its subsidiaries. During the three and six months ended June 30, 2024, AWR sold 227,667 and 455,648 Common Shares, respectively, through this ATM offering program and raised proceeds of $16.8 million, net of $0.3 million in commissions paid and $33.0 million, net of $0.5 million in commissions paid, respectively, under the terms of the Equity Distribution Agreement. AWR also incurred $0.1 million and $0.7 million of other expenses during the three and six months ended June 30, 2024, respectively, which was primarily legal and other costs to establish this ATM offering program. As of June 30, 2024, approximately $166.5 million remained available for sale under the ATM offering program.
On June 5, 2024, GSWC completed the issuance of $65.0 million in unsecured private placement notes with a coupon rate of 5.50%, maturing on June 5, 2027. GSWC used the proceeds from the private placement notes to pay down outstanding borrowings under its revolving credit facility and to fund operations and capital expenditures. Interest payments are due semiannually on June 5 and December 5 each year, commencing December 5, 2024. The private placement notes rank equally with GSWC’s other unsecured and unsubordinated debt. GSWC may, at its option, redeem all or portions of the private placement notes at any time upon written notice, subject to payment of a make-whole premium.
AWR and GSWC each have credit agreements with a term of five years which mature in June 2028. The credit agreements currently provide AWR and GSWC unsecured revolving credit facilities with borrowing capacities of $165.0 million and $200.0 million, respectively. AWR’s credit facility is primarily used to provide support to AWR (parent) and ASUS. As of June 30, 2024, AWR’s outstanding borrowings under its credit facility of $128.0 million have been classified as non-current liabilities on AWR’s Consolidated Balance Sheet. GSWC’s credit facility provides support for its water operations and is considered a short-term debt arrangement by the CPUC. Therefore, pursuant to the CPUC’s requirements, borrowings under GSWC’s credit facility are required to be paid-off in full within a 24-month period. GSWC’s next pay-off period ends in June 2025. Accordingly, GSWC’s outstanding borrowings under its credit facility of $119.0 million as of June 30, 2024 are classified as current liabilities in AWR’s Consolidated Balance Sheet and GSWC’s Balance Sheet. GSWC expects to issue long-term debt and/or equity to facilitate the pay-off of its credit facility in 2025, after which GSWC may borrow under the credit facility again.
BVES has a separate revolving credit facility without a parent guaranty that supports its electric operations and capital expenditures with a borrowing capacity of $65.0 million. BVES’s revolving credit facility is considered a short-term debt arrangement by the CPUC. Therefore, pursuant to the CPUC’s requirements, borrowings under this credit facility are required to be fully paid off within a 24-month period after which BVES may borrow under the credit facility again. BVES’s next pay-off period was set to end in August 2024. However, in May 2024, the CPUC approved BVES’s request to extend its 24-month pay-off period past the August deadline while it awaits a final decision from the CPUC on its pending financing application that will enable BVES to issue the necessary long-term financing to pay-off its borrowings under the credit facility. The additional time granted to BVES extends the end of the pay-off period to nine months after the date a final decision in the financing application is issued by the CPUC. On August 1, 2024, the CPUC issued a final decision in BVES’s financing application, which among other things, approves BVES’s request to issue up to $120 million of new debt and equity securities. Accordingly, BVES will have nine months from the date of the final decision to secure long-term financing and pay off the entire remaining balance of its revolving credit arrangement. As of June 30, 2024, the outstanding balance under BVES’s credit facility of $48.0 million has been classified as a current liability in AWR’s Consolidated Balance Sheet.
Recent Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (Segment Reporting: Improvements to Reportable Segment Disclosures). The new standard enhances reportable segment disclosures and expands the disclosures required for reportable segments in annual and interim consolidated financial statements, primarily through enhanced disclosures of significant segment expenses. Registrant is currently evaluating the impact of this standard on its segment disclosures and will adopt the updated accounting guidance in the Annual Report on Form 10-K for the year ended December 31, 2024 and interim periods beginning in 2025.
Note 2 — Revenues
Most of Registrant’s revenues are derived from contracts with customers, including tariff-based revenues from its regulated utilities at GSWC and BVES. ASUS’s initial firm fixed-price long-term contracts with the U.S. government are considered service concession arrangements under ASC 853, Service Concession Arrangements. ASUS’s military base contracts consist primarily of 50-year contracts and one 15-year contract with the U.S. government. Accordingly, the services under these contracts are accounted for under Topic 606—Revenue from Contracts with Customers, and the water and/or wastewater systems are not recorded as Property, Plant and Equipment on Registrant’s balance sheets.
Although GSWC and BVES have a diversified customer base of residential, commercial, industrial, and other customers, revenues derived from residential and commercial customers generally account for approximately 90% of total water and electric revenues. Most of ASUS’s revenues are derived from the U.S. government. For the three and six months ended June 30, 2024 and 2023, disaggregated revenues from contracts with customers by segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | |
(dollars in thousands) | 2024 | | 2023 | | 2024 | | 2023 | |
Water: | | | | | | | | |
Tariff-based revenues | $ | 96,065 | | | $ | 98,378 | | | $ | 180,726 | | | $ | 198,919 | | |
CPUC-approved surcharges (cost-recovery activities) | 912 | | | 558 | | | 1,459 | | | 875 | | |
Other | 668 | | | 649 | | | 1,250 | | | 1,386 | | |
Water revenues from contracts with customers | 97,645 | | | 99,585 | | | 183,435 | | | 201,180 | | |
WRAM under/(over)-collection (alternative revenue program) | 12,779 | | | 17,323 | | | 17,254 | | | 28,440 | | |
Total water revenues (1) | 110,424 | | | 116,908 | | | 200,689 | | | 229,620 | | |
| | | | | | | | |
Electric: | | | | | | | | |
Tariff-based revenues | 8,866 | | | 8,929 | | | 21,539 | | | 21,992 | | |
CPUC-approved surcharges (cost-recovery activities) | 29 | | | 117 | | | 103 | | | 266 | | |
Electric revenues from contracts with customers | 8,895 | | | 9,046 | | | 21,642 | | | 22,258 | | |
BRRAM under/(over)-collection (alternative revenue program) | (192) | | | (218) | | | (734) | | | (526) | | |
Total electric revenues | 8,703 | | | 8,828 | | | 20,908 | | | 21,732 | | |
| | | | | | | | |
Contracted services: | | | | | | | | |
Water | 21,603 | | | 19,181 | | | 43,170 | | | 41,669 | | |
Wastewater | 14,598 | | | 12,483 | | | 25,812 | | | 25,802 | | |
Contracted services revenues from contracts with customers | 36,201 | | | 31,664 | | | 68,982 | | | 67,471 | | |
| | | | | | | | |
Total AWR revenues | $ | 155,328 | | | $ | 157,400 | | | $ | 290,579 | | | $ | 318,823 | | |
(1) Water revenues for the six months ended June 30, 2023 include approximately $32 million recorded from the impact of retroactive revenues for the full year of 2022 as a result of the CPUC’s approval of GSWC’s general rate case in June 2023. Furthermore, the CPUC also issued a final decision in June 2023 on GSWC’s cost of capital proceeding. As a result of the final cost of capital decision, the three and six months ended June 30, 2023 include an increase in water revenues of $9.3 million and $6.4 million, respectively, from the reversal of revenues subject to refund due to a change in estimates from what had been recorded during 2022 and the first quarter of 2023.
The opening and closing balances of the receivable from the U.S. government, contract assets, and contract liabilities from contracts with customers, which are related entirely to ASUS, were as follows:
| | | | | | | | | | | | | | |
(dollars in thousands) | | June 30, 2024 | | December 31, 2023 |
Unbilled receivables | | $ | 10,518 | | | $ | 9,693 | |
Receivable from the U.S. government | | $ | 90,330 | | | $ | 91,489 | |
Contract assets | | $ | 19,063 | | | $ | 14,378 | |
Contract liabilities | | $ | 1,239 | | | $ | 1,352 | |
Unbilled receivables and Receivable from the U.S. government represent receivables where the right to payment is conditional only by the passage of time.
Contract Assets - Contract assets are assets of ASUS and consist of unbilled revenues recognized from work-in-progress construction projects, where the right to payment is conditional on something other than the passage of time. The classification of this asset as current or noncurrent is based on the timing of when ASUS expects to bill these amounts.
Contract Liabilities - Contract liabilities are liabilities of ASUS and consist of billings in excess of revenue recognized. The classification of this liability as current or noncurrent is based on the timing of when ASUS expects to recognize revenue. Revenues for the six months ended June 30, 2024, which were included in contract liabilities at the beginning of the period were not material. Contracted services revenues recognized during the six months ended June 30, 2024 from performance obligations satisfied in previous periods were also not material.
As of June 30, 2024, AWR’s aggregate remaining performance obligations, which are entirely from the contracted services segment, were $4.0 billion. ASUS expects to recognize revenue on these remaining performance obligations over the remaining term of each of the contracts, which range from 15 to 50 years. Each of the contracts with the U.S. government is subject to termination, in whole or in part, prior to the end of its contract term for convenience of the U.S. government.
Note 3 — Regulatory Matters
In accordance with accounting principles for rate-regulated enterprises, GSWC and BVES record regulatory assets, which represent probable future recovery of incurred costs from customers through the ratemaking process, and regulatory liabilities, which represent probable future refunds that are to be credited to customers through the ratemaking process. At June 30, 2024, GSWC and BVES had approximately $61.3 million of regulatory liabilities, net of regulatory assets, not accruing carrying costs. Of this amount, (i) $73.3 million of regulatory liabilities are excess deferred income taxes arising from the lower federal income tax rate under the Tax Cuts and Jobs Act enacted in December 2017 that are being refunded to customers, (ii) $