Earnings Per Share / Capital Stock

12 Months Ended

Dec. 31, 2024

Earnings Per Share and Capital Stock

In accordance with the accounting guidance for participating securities and earnings per share (“EPS”), Registrant uses the “two-class” method of computing EPS. The “two-class” method is an earnings allocation formula that determines EPS for each class of common stock and participating security. AWR has participating securities related to restricted stock units that earn dividend equivalents on an equal basis with AWR’s Common Shares, and that have been issued under AWR’s stock incentive plans for employees and non-employee directors stock plans. In applying the “two-class” method, undistributed earnings are allocated to both Common Shares and participating securities.

The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate basic EPS:


Basic:	For The Years Ended December 31,
(in thousands, except per share amounts)	2024		2023		2022
Net income	$	119,268	$	124,921	$	78,396
Less: impact from participating securities	419		372		197
Total income available to common shareholders	$	118,849	$	124,549	$	78,199

Weighted average Common Shares outstanding, basic	37,464		36,976		36,955

Basic earnings per Common Share	$	3.17	$	3.37	$	2.12

Diluted EPS is based upon the weighted average number of Common Shares, including both outstanding shares and shares potentially issuable in connection with restricted stock units granted under AWR’s stock incentive plans for employees and directors, and net income.

The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate diluted EPS:


Diluted:	For The Years Ended December 31,
(in thousands, except per share amounts)	2024		2023		2022
Common shareholders earnings, basic	$	118,849	$	124,549	$	78,199
Undistributed earnings for dilutive stock options and restricted stock units	183		189		55
Total common shareholders earnings, diluted	$	119,032	$	124,738	$	78,254

Weighted average Common Shares outstanding, basic	37,464		36,976		36,955
Stock-based compensation (1)	119		101		84
Weighted average Common Shares outstanding, diluted	37,583		37,077		37,039

Diluted earnings per Common Share	$	3.17	$	3.36	$	2.11

(1) In applying the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in the calculation of diluted EPS, 144,799, 115,684 and 96,988 restricted stock units, including performance awards to officers of AWR, at December 31, 2024, 2023 and 2022, respectively, were deemed to be outstanding in accordance with accounting guidance on earnings per share.

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 2024, AWR sold 1,145,219 Common Shares through this ATM offering program and raised proceeds of $89.5 million, net of $1.4 million in commissions paid, under the terms of the Equity Distribution Agreement. AWR also incurred $0.8 million of other expenses during the twelve months ended December 31, 2024, which was primarily legal and other costs to establish this ATM offering program. As of December 31, 2024, approximately $109.1 million remained available for sale under the ATM offering program.

During the years ended December 31, 2024, 2023 and 2022, AWR issued Common Shares totaling 25,196, 18,371 and 25,956, respectively, under AWR’s employee stock incentive plans and the non-employee directors’ plans. During 2024, 2023 and 2022, there were no cash proceeds received by AWR as a result of the exercise of stock options. AWR has not issued any

Common Shares during 2024, 2023 and 2022 under AWR’s Common Share Purchase and Dividend Reinvestment Plan (“DRP”) and the 401(k) Plan. Shares reserved for the 401(k) Plan are in relation to AWR’s matching contributions and investment by participants. As of December 31, 2024, there were 1,055,948 and 387,300 Common Shares authorized for issuance directly by AWR but unissued under the DRP and the 401(k) Plan, respectively.

During 2024 and 2023, GSWC issued 2.7586 and one common shares to AWR for total proceeds of approximately $40.0 million and $10.0 million, respectively. Proceeds from the stock issuances were used to pay down outstanding borrowings under its revolving credit facility and to fund its operations and capital expenditures. Prior to June 2023, proceeds were used to pay down a portion of intercompany borrowings owed to AWR as described in Note 1. No shares were issued by GSWC during 2022.

During the years ended December 31, 2024, 2023 and 2022, AWR and GSWC made payments to taxing authorities on employees’ behalf for shares withheld related to net share settlements. These payments are included in the stock-based compensation caption of the statements of equity. GSWC’s outstanding common shares are owned entirely by its parent, AWR. To the extent GSWC does not reimburse AWR for stock-based compensation awarded under various stock compensation plans, such amounts increase the value of GSWC’s common shareholder’s equity.