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|
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Commission
File Number
|
|
Registrant, State of Incorporation
Address, Zip Code and Telephone Number
|
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IRS Employer
Identification No.
|
|||
001-14431
|
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American States Water Company
|
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95-4676679
|
|||
Incorporated in
|
California
|
|
|
||||
|
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630 E. Foothill Boulevard,
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San Dimas
|
CA
|
91773-1212
|
|
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|
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(909)
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394-3600
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||
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001-12008
|
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Golden State Water Company
|
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95-1243678
|
|||
Incorporated in
|
California
|
|
|
||||
|
|
630 E. Foothill Boulevard,
|
San Dimas
|
CA
|
91773-1212
|
|
|
|
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(909)
|
394-3600
|
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
American States Water Company Common Shares
|
AWR
|
New York Stock Exchange
|
American States Water Company
|
|
Yes
|
☒
|
|
No
|
☐
|
|
Golden State Water Company
|
|
Yes
|
☐
|
|
No
|
☒
|
American States Water Company
|
|
Yes
|
☐
|
|
No
|
☒
|
|
Golden State Water Company
|
|
Yes
|
☐
|
|
No
|
☒
|
American States Water Company
|
|
Yes
|
☒
|
|
No
|
☐
|
|
Golden State Water Company
|
|
Yes
|
☒
|
|
No
|
☐
|
American States Water Company
|
|
Yes
|
☒
|
|
No
|
☐
|
|
Golden State Water Company
|
|
Yes
|
☒
|
|
No
|
☐
|
American States Water Company
|
|||||||||||||
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
Golden States Water Company
|
|||||||||||||
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
|
American States Water Company
|
|
Yes
|
☐
|
|
No
|
☒
|
|
Golden State Water Company
|
|
Yes
|
☐
|
|
No
|
☒
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
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|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
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|
|||
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|
|
Item 16.
|
|
Form 10-K Summary
|
|
|
|
|
|
|
|
Subsidiary
|
|
Military Base
|
|
Type of System
|
|
Location
|
FBWS
|
|
Fort Bliss
|
|
Water and Wastewater
|
|
Texas and New Mexico
|
TUS
|
|
Joint Base Andrews
|
|
Water and Wastewater
|
|
Maryland
|
ODUS
|
|
Fort Lee
|
|
Wastewater
|
|
Virginia
|
ODUS
|
|
Joint-Base Langley Eustis and Joint Expeditionary Base Little Creek-Fort Story
|
|
Water and Wastewater
|
|
Virginia
|
PSUS
|
|
Fort Jackson
|
|
Water and Wastewater
|
|
South Carolina
|
ONUS
|
|
Fort Bragg, Pope Army Airfield and Camp Mackall
|
|
Water and Wastewater
|
|
North Carolina
|
ECUS
|
|
Eglin Air Force Base
|
|
Water and Wastewater
|
|
Florida
|
FRUS
|
|
Fort Riley
|
|
Water and Wastewater Collection and Treatment
|
|
Kansas
|
•
|
the outcome of pending and future regulatory, legislative or other proceedings, investigations or audits, including decisions in GSWC's general rate cases and the results of independent audits of GSWC's construction contracting procurement practices or other independent audits of our costs;
|
•
|
changes in the policies and procedures of the CPUC;
|
•
|
timeliness of CPUC action on GSWC rates;
|
•
|
availability of GSWC's water supplies, which may be adversely affected by increases in the frequency and duration of droughts, changes in weather patterns, contamination, and court decisions or other governmental actions restricting the use of water from the Colorado River, the California State Water Project, and/or pumping of groundwater;
|
•
|
liabilities of GSWC associated with the inherent risks of damage to private property and injuries to employees and the public if our or their property should come into contact with electrical current or equipment;
|
•
|
the potential of strict liability for damages caused by GSWC's property or equipment, even if GSWC was not negligent in the operation and maintenance of that property or equipment, under a doctrine known as inverse condemnation;
|
•
|
the impact of storms, high winds, earthquakes, floods, mudslides, drought, wildfires and similar natural disasters, contamination or acts of terrorism or vandalism, that affect water quality and/or supply, affect customer demand, that damage or disrupt facilities, operations or information technology systems owned by us, our customers or third parties on whom we rely or that damage the property of our customers or other third parties or cause bodily injury resulting in liabilities that we may be unable to recover from insurance, other third parties and/or the U.S. government or that the CPUC or the courts do not permit us to recover from ratepayers;
|
•
|
the impact on water utility operations during high fire threat conditions as a result of the Public Safety Power Shut-Off program authorized by the CPUC and implemented by the electric utilities that serve GSWC facilities throughout the state and our ability to get full cost recovery in rates for costs incurred in preparation of and during a Public Safety Power Shut-Off event;
|
•
|
liabilities of GSWC for wildfires caused by GSWC’s electrical equipment if GSWC is unable to recover the costs and expenses associated with such liabilities from insurance or from ratepayers on a timely basis, if at all;
|
•
|
penalties which may be assessed by the CPUC if GSWC shuts down power to its customers during high threat conditions under the Public Safety Power Shut-Off program authorized by the CPUC if the CPUC determines that the shutdown was not reasonably necessary or excessive in the circumstances;
|
•
|
our ability to implement GSWC's wildfire mitigation program and effectively implement Public Safety Power Shut-Offs when appropriate;
|
•
|
costs incurred, and the ability to recover such costs from customers, associated with service disruptions as the result of a Public Safety Power Shut-Off program;
|
•
|
risks associated with California Assembly Bill No. 1054's effectiveness in mitigating the risk faced by California investor-owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are a substantial cause, including GSWC's ability to maintain a valid safety certification and the CPUC's interpretation of and actions under California Assembly Bill No. 1054;
|
•
|
increases in the cost of obtaining insurance or in uninsured losses that may not be recovered in rates, or under our contracts with the U.S. government, including increases due to difficulties in obtaining insurance for certain risks, such as wildfires and earthquakes in California;
|
•
|
increases in costs to reduce the risks associated with the increasing frequency of severe weather, including to improve the resiliency and reliability of our water production and delivery facilities and systems, and our electric transmission and distribution lines;
|
•
|
increases in service disruptions if severe weather and wildfires or threats of wildfire become more frequent as predicted by some scientists who study climate change;
|
•
|
our ability to efficiently manage GSWC capital expenditures and operating and maintenance expenses within CPUC authorized levels and timely recover our costs through rates;
|
•
|
the impact of opposition to GSWC rate increases on our ability to recover our costs through rates, including costs associated with construction and costs associated with damages to our property and that of others and injuries to persons arising out of more extreme weather events;
|
•
|
the impact of opposition by GSWC customers to conservation rate design, including more stringent water-use restrictions if drought in California persists due to climate change, as well as future restrictions on water use mandated in California, which may decrease adopted usage and increase customer rates;
|
•
|
the impact of condemnation actions on future GSWC revenues and other aspects of our business if we do not receive adequate compensation for the assets taken, or recovery of all charges associated with the condemnation of such assets, as well as the impact on future revenues if we are no longer entitled to any portion of the revenues generated from such assets;
|
•
|
our ability to forecast the costs of maintaining GSWC’s aging water and electric infrastructure;
|
•
|
our ability to recover increases in permitting costs and costs associated with negotiating and complying with the terms of our franchise agreements with cities and counties and other demands made upon us by the cities and counties in which GSWC operates;
|
•
|
changes in accounting valuations and estimates, including changes resulting from our assessment of anticipated recovery of GSWC's regulatory assets, settlement of liabilities and revenues subject to refund or regulatory disallowances and the timing of such recovery, and the amounts set aside for uncollectible accounts receivable, inventory obsolescence, pension and post-retirement liabilities, taxes and uninsured losses and claims, including general liability and workers' compensation claims;
|
•
|
changes in environmental laws, health and safety laws, and water and recycled water quality requirements, and increases in costs associated with complying with these laws and requirements, including costs associated with GSWC's upgrading and building new water treatment plants, GSWC's disposing of residuals from our water treatment plants, more stringent rules regarding pipeline repairs and installation, handling and storing hazardous chemicals, upgrading equipment to make it more resistant to extreme weather events, removal of vegetation near power lines, compliance-monitoring activities and GSWC's securing alternative water supplies when necessary;
|
•
|
changes in laboratory detection capabilities and drinking water notification levels for certain substances, such as fluorinated organic perfluoroalkyl (e.g. PFOA and PFOS) used to make certain fabrics and other materials, used in certain fire suppression agents and also used in various industrial processes;
|
•
|
our ability to obtain adequate, reliable and cost-effective services, supplies of chemicals, electricity, fuel, water and other raw materials that are needed for our water and wastewater operations;
|
•
|
our ability to attract, retain, train, motivate, develop and transition key employees;
|
•
|
our ability to recover the costs associated with any contamination of GSWC’s groundwater supplies from parties responsible for the contamination or through the ratemaking process, and the time and expense incurred by us in obtaining recovery of such costs;
|
•
|
adequacy of GSWC's electric division's power supplies and the extent to which we can manage and respond to the volatility of electricity and natural gas prices;
|
•
|
GSWC's electric division's ability to comply with the CPUC’s renewable energy procurement requirements;
|
•
|
changes in GSWC's long-term customer demand due to changes in customer usage patterns as a result of conservation efforts, regulatory changes affecting demand such as mandatory restrictions on water use, new landscaping or irrigation requirements, recycling of water by customers or purchase of recycled water supplied by other parties, unanticipated population growth or decline, changes in climate conditions, general economic and financial market conditions and cost increases, which may impact our long-term operating revenues if we are unable to secure rate increases in an amount sufficient to offset reduced demand;
|
•
|
changes in accounting treatment for regulated utilities;
|
•
|
effects of changes in, or interpretations of, tax laws, rates or policies;
|
•
|
changes in estimates used in ASUS’s cost-to-cost method for revenue recognition of certain construction activities;
|
•
|
termination, in whole or in part, of one or more of ASUS's military utility privatization contracts to provide water and/or wastewater services at military bases for the convenience of the U.S. government or for default;
|
•
|
suspension or debarment of ASUS for a period of time from contracting with the government due to violations of laws or regulations in connection with military utility privatization activities;
|
•
|
delays by the U.S. government in making timely payments to ASUS for water and/or wastewater services or construction activities at military bases because of fiscal uncertainties over the funding of the U.S. government or otherwise;
|
•
|
delays in ASUS obtaining economic price or equitable adjustments to our prices on one or more of our contracts to provide water and/or wastewater services at military bases;
|
•
|
disallowance of costs on any of ASUS's contracts to provide water and/or wastewater services at military bases because of audits, cost reviews or investigations by contracting agencies;
|
•
|
inaccurate assumptions used by ASUS in preparing bids in our contracted services business;
|
•
|
failure of wastewater systems that ASUS operates on military bases resulting in untreated wastewater or contaminants spilling into nearby properties, streams or rivers, a risk which may increase if flooding and rainfall become more frequent or severe as a result of climate change;
|
•
|
failure to comply with the terms of our military privatization contracts;
|
•
|
failure of any of our subcontractors to perform services for ASUS in accordance with the terms of our military privatization contracts;
|
•
|
competition for new military privatization contracts;
|
•
|
issues with the implementation, maintenance or upgrading of our information technology systems;
|
•
|
general economic conditions which may impact our ability to recover infrastructure investments and operating costs from customers;
|
•
|
explosions, fires, accidents, mechanical breakdowns, the disruption of information technology and telecommunication systems, human error and similar events that may occur while operating and maintaining water and electric systems in California or operating and maintaining water and wastewater systems on military bases under varying geographic conditions;
|
•
|
potential costs, lost revenues, or other consequences resulting from misappropriation of assets or sensitive information, corruption of data, or operational disruption due to a cyber-attack or other cyber incident;
|
•
|
restrictive covenants in our debt instruments or changes to our credit ratings on current or future debt that may increase our financing costs or affect our ability to borrow or make payments on our debt; and
|
•
|
our ability to access capital markets and other sources of credit in a timely manner on acceptable terms.
|
•
|
rainfall, basin replenishment, flood control, snow pack levels in California and the West, reservoir levels and availability of reservoir storage;
|
•
|
availability of Colorado River water and imported water from the State Water Project;
|
•
|
the amount of usable water stored in reservoirs and groundwater basins;
|
•
|
the amount of water used by our customers and others;
|
•
|
water quality;
|
•
|
legal limitations on production, diversion, storage, conveyance and use; and
|
•
|
climate change.
|
•
|
adversely affect our supply mix, for instance, by causing increased reliance upon more expensive water sources;
|
•
|
adversely affect our operating costs, for instance, by increasing the cost of producing water from more highly contaminated aquifers or requiring us to transport water over longer distances, truck water to water systems or adopt other emergency measures to enable us to continue to provide water service to our customers;
|
•
|
result in an increase in our capital expenditures over the long term, for example, by requiring future construction of pipelines to connect to alternative sources of supply, new wells to replace those that are no longer in service or are otherwise inadequate to meet the needs of our customers, and other facilities to conserve or reclaim water;
|
•
|
adversely affect the volume of water sold as a result of such factors as mandatory or voluntary conservation efforts by customers, changes in customer conservation patterns, recycling of water by customers and imposition of new regulations impacting such things as landscaping and irrigation patterns;
|
•
|
adversely affect aesthetic water quality if we are unable to flush our water systems as frequently due to water shortages or drought restrictions; and
|
•
|
result in customer dissatisfaction and harm to our reputation if water service is reduced, interrupted or otherwise adversely affected as a result of drought, water contamination or other causes.
|
•
|
conservation efforts to reduce costs;
|
•
|
drought conditions resulting in additional water conservation;
|
•
|
the use of more efficient household fixtures and appliances by consumers to save water;
|
•
|
voluntary or mandatory changes in landscaping and irrigation patterns;
|
•
|
recycling of water by our customers; and
|
•
|
mandated water-use restrictions.
|
•
|
our legal exposure and the appropriate accrual for claims, including general liability and workers' compensation claims;
|
•
|
computer viruses;
|
•
|
ransomware;
|
•
|
malware;
|
•
|
hacking; and
|
•
|
denial of service actions.
|
Pumps
|
|
Distribution Facilities
|
|
Reservoirs
|
|
|||||||||||||||
Well
|
|
Booster
|
|
Mains*
|
|
Services
|
|
Hydrants
|
|
Tanks
|
|
Capacity*
|
|
|||||||
240
|
|
|
385
|
|
|
2,791
|
|
|
260,920
|
|
|
26,369
|
|
|
140
|
|
|
112.4
|
|
(1)
|
|
|
|
|
|
|
12/2014
|
|
12/2015
|
|
12/2016
|
|
12/2017
|
|
12/2018
|
|
12/2019
|
||||||||||||
American States Water Company
|
$
|
100.00
|
|
|
$
|
113.91
|
|
|
$
|
126.45
|
|
|
$
|
164.09
|
|
|
$
|
193.48
|
|
|
$
|
253.82
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
101.38
|
|
|
$
|
113.51
|
|
|
$
|
138.29
|
|
|
$
|
132.23
|
|
|
$
|
173.86
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
112.91
|
|
|
$
|
138.99
|
|
|
$
|
177.99
|
|
|
$
|
175.95
|
|
|
$
|
237.45
|
|
|
2019
|
|
2018
|
||||
First Quarter
|
$
|
0.275
|
|
|
$
|
0.255
|
|
Second Quarter
|
$
|
0.275
|
|
|
$
|
0.255
|
|
Third Quarter
|
$
|
0.305
|
|
|
$
|
0.275
|
|
Fourth Quarter
|
$
|
0.305
|
|
|
$
|
0.275
|
|
Total
|
$
|
1.160
|
|
|
$
|
1.060
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
|
Maximum Number
of Shares That May Yet Be Purchased under the Plans or Programs (1)(3) |
|||||
October 1 - 31, 2019
|
|
473
|
|
|
$
|
93.99
|
|
|
—
|
|
|
—
|
|
November 1 - 30, 2019
|
|
20,763
|
|
|
$
|
88.05
|
|
|
—
|
|
|
—
|
|
December 1 - 31, 2019
|
|
2,670
|
|
|
$
|
85.25
|
|
|
—
|
|
|
—
|
|
Total
|
|
23,906
|
|
(2)
|
$
|
87.85
|
|
|
—
|
|
|
|
|
|
(in thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017 (1)
|
|
2016
|
|
2015
|
||||||||||
Income Statement Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Operating Revenues
|
|
$
|
473,869
|
|
|
$
|
436,816
|
|
|
$
|
440,603
|
|
|
$
|
436,087
|
|
|
$
|
458,641
|
|
Total Operating Expenses (2)
|
|
346,796
|
|
|
335,833
|
|
|
313,508
|
|
|
321,895
|
|
|
339,721
|
|
|||||
Operating Income (2)
|
|
127,073
|
|
|
100,983
|
|
|
127,095
|
|
|
114,192
|
|
|
118,920
|
|
|||||
Interest Expense
|
|
24,586
|
|
|
23,433
|
|
|
22,582
|
|
|
21,992
|
|
|
21,088
|
|
|||||
Interest Income
|
|
3,249
|
|
|
3,578
|
|
|
1,790
|
|
|
757
|
|
|
458
|
|
|||||
Net Income
|
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
69,367
|
|
|
$
|
59,743
|
|
|
$
|
60,484
|
|
Basic Earnings per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.73
|
|
|
$
|
1.88
|
|
|
$
|
1.63
|
|
|
$
|
1.61
|
|
Fully Diluted Earnings per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
1.88
|
|
|
$
|
1.62
|
|
|
$
|
1.60
|
|
Average Shares Outstanding
|
|
36,814
|
|
|
36,733
|
|
|
36,638
|
|
|
36,552
|
|
|
37,389
|
|
|||||
Average number of Diluted Shares Outstanding
|
|
36,964
|
|
|
36,936
|
|
|
36,844
|
|
|
36,750
|
|
|
37,614
|
|
|||||
Dividends paid per Common Share
|
|
$
|
1.160
|
|
|
$
|
1.060
|
|
|
$
|
0.994
|
|
|
$
|
0.914
|
|
|
$
|
0.874
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Assets (3)
|
|
$
|
1,641,331
|
|
|
$
|
1,501,433
|
|
|
$
|
1,416,734
|
|
|
$
|
1,470,493
|
|
|
$
|
1,343,959
|
|
Common Shareholders’ Equity
|
|
601,530
|
|
|
558,223
|
|
|
529,945
|
|
|
494,297
|
|
|
465,945
|
|
|||||
Long-Term Debt (3)
|
|
280,996
|
|
|
281,087
|
|
|
321,039
|
|
|
320,981
|
|
|
320,900
|
|
|||||
Total Capitalization
|
|
$
|
882,526
|
|
|
$
|
839,310
|
|
|
$
|
850,984
|
|
|
$
|
815,278
|
|
|
$
|
786,845
|
|
(in thousands)
|
|
2019
|
|
2018
|
|
2017 (1)
|
|
2016
|
|
2015
|
||||||||||
Income Statement Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Revenues
|
|
$
|
359,378
|
|
|
$
|
329,608
|
|
|
$
|
340,301
|
|
|
$
|
338,702
|
|
|
$
|
364,550
|
|
Total Operating Expenses (2)
|
|
254,286
|
|
|
249,046
|
|
|
234,430
|
|
|
243,515
|
|
|
263,887
|
|
|||||
Operating Income (2)
|
|
105,092
|
|
|
80,562
|
|
|
105,871
|
|
|
95,187
|
|
|
100,663
|
|
|||||
Interest Expense
|
|
23,399
|
|
|
22,621
|
|
|
22,055
|
|
|
21,782
|
|
|
20,998
|
|
|||||
Interest Income
|
|
1,867
|
|
|
2,890
|
|
|
1,766
|
|
|
749
|
|
|
440
|
|
|||||
Net Income
|
|
$
|
66,663
|
|
|
$
|
48,012
|
|
|
$
|
53,757
|
|
|
$
|
46,969
|
|
|
$
|
47,591
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Information:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets (3)
|
|
$
|
1,522,454
|
|
|
$
|
1,389,222
|
|
|
$
|
1,326,823
|
|
|
$
|
1,384,178
|
|
|
$
|
1,271,879
|
|
Common Shareholder’s Equity
|
|
551,188
|
|
|
503,575
|
|
|
474,374
|
|
|
446,770
|
|
|
423,730
|
|
|||||
Long-Term Debt (3)
|
|
280,996
|
|
|
281,087
|
|
|
321,039
|
|
|
320,981
|
|
|
320,900
|
|
|||||
Total Capitalization
|
|
$
|
832,184
|
|
|
$
|
784,662
|
|
|
$
|
795,413
|
|
|
$
|
767,751
|
|
|
$
|
744,630
|
|
|
Diluted Earnings per Share
|
||||||||||
|
Year Ended
|
|
|
||||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
||||||
Water
|
$
|
1.61
|
|
|
$
|
1.19
|
|
|
$
|
0.42
|
|
Electric, adjusted (2019 excludes retroactive impact of CPUC decision in the general rate case related to 2018)
|
0.15
|
|
|
0.11
|
|
|
0.04
|
|
|||
Contracted services
|
0.47
|
|
|
0.42
|
|
|
0.05
|
|
|||
AWR (parent)
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||
Consolidated diluted earnings per share, adjusted
|
2.24
|
|
|
1.72
|
|
|
0.52
|
|
|||
Retroactive impact of CPUC decision in the electric general rate case related to the full year of 2018
|
0.04
|
|
|
—
|
|
|
0.04
|
|
|||
Totals from operations, as reported
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
0.56
|
|
•
|
An overall increase in the water gross margin of $0.21 per share, largely as a result of the May 2019 CPUC decision on the general rate case, which approved new water rates and adopted supply costs for 2019. The 2019 water revenue requirement has also been reduced to reflect a decrease in depreciation expense, due to a reduction in the overall composite depreciation rates based on a revised study filed in the general rate case. The decrease in depreciation expense lowers the water gross margin and is offset by a corresponding decrease in depreciation expense, resulting in no impact to net earnings.
|
•
|
An overall decrease in operating expenses (excluding supply costs) increased earnings by approximately $0.11 per share due, in large part, to lower depreciation expense. As discussed above, the lower depreciation expense is reflected in the new revenue requirement approved in the general rate case. There was also a decrease in administrative and general expenses primarily due to lower regulatory-related costs resulting from timing of the rate case cycle and when such costs are incurred. These decreases were partially offset by an overall increase in labor costs and property and other taxes.
|
•
|
An increase in interest and other income (net of interest expense), which increased earnings by approximately $0.05 per share due to gains generated during 2019 on Registrant's investments held to fund a retirement benefit plan, as compared to losses incurred during 2018 due to market conditions. These gains were partially offset by interest income on a federal tax refund recorded in 2018 with no similar item in 2019, and an increase in interest expense resulting from higher borrowings to fund a portion of GSWC’s capital expenditures.
|
•
|
Changes in the water segment’s effective income tax rate resulting from certain flow-through taxes and permanent items for the year ended December 31, 2019 as compared to the same period in 2018, increased earnings at the water segment by approximately $0.03 per share.
|
|
Year Ended
|
|
Year Ended
|
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
OPERATING REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|||
Water
|
$
|
319,830
|
|
|
$
|
295,258
|
|
|
$
|
24,572
|
|
|
8.3
|
%
|
Electric
|
39,548
|
|
|
34,350
|
|
|
5,198
|
|
|
15.1
|
%
|
|||
Contracted services
|
114,491
|
|
|
107,208
|
|
|
7,283
|
|
|
6.8
|
%
|
|||
Total operating revenues
|
473,869
|
|
|
436,816
|
|
|
37,053
|
|
|
8.5
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|||
Water purchased
|
72,289
|
|
|
68,904
|
|
|
3,385
|
|
|
4.9
|
%
|
|||
Power purchased for pumping
|
8,660
|
|
|
8,971
|
|
|
(311
|
)
|
|
-3.5
|
%
|
|||
Groundwater production assessment
|
18,962
|
|
|
19,440
|
|
|
(478
|
)
|
|
-2.5
|
%
|
|||
Power purchased for resale
|
11,796
|
|
|
11,590
|
|
|
206
|
|
|
1.8
|
%
|
|||
Supply cost balancing accounts
|
(7,026
|
)
|
|
(15,649
|
)
|
|
8,623
|
|
|
-55.1
|
%
|
|||
Other operation
|
32,756
|
|
|
31,650
|
|
|
1,106
|
|
|
3.5
|
%
|
|||
Administrative and general
|
83,034
|
|
|
82,595
|
|
|
439
|
|
|
0.5
|
%
|
|||
Depreciation and amortization
|
35,397
|
|
|
40,425
|
|
|
(5,028
|
)
|
|
-12.4
|
%
|
|||
Maintenance
|
15,466
|
|
|
15,682
|
|
|
(216
|
)
|
|
-1.4
|
%
|
|||
Property and other taxes
|
20,042
|
|
|
18,404
|
|
|
1,638
|
|
|
8.9
|
%
|
|||
ASUS construction
|
55,673
|
|
|
53,906
|
|
|
1,767
|
|
|
3.3
|
%
|
|||
Gain on sale of assets
|
(253
|
)
|
|
(85
|
)
|
|
(168
|
)
|
|
197.6
|
%
|
|||
Total operating expenses
|
346,796
|
|
|
335,833
|
|
|
10,963
|
|
|
3.3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
OPERATING INCOME
|
127,073
|
|
|
100,983
|
|
|
26,090
|
|
|
25.8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
OTHER INCOME AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(24,586
|
)
|
|
(23,433
|
)
|
|
(1,153
|
)
|
|
4.9
|
%
|
|||
Interest income
|
3,249
|
|
|
3,578
|
|
|
(329
|
)
|
|
-9.2
|
%
|
|||
Other, net
|
3,276
|
|
|
760
|
|
|
2,516
|
|
|
331.1
|
%
|
|||
|
(18,061
|
)
|
|
(19,095
|
)
|
|
1,034
|
|
|
-5.4
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE
|
109,012
|
|
|
81,888
|
|
|
27,124
|
|
|
33.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Income tax expense
|
24,670
|
|
|
18,017
|
|
|
6,653
|
|
|
36.9
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
NET INCOME
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
20,471
|
|
|
32.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
Basic earnings per Common Share
|
$
|
2.28
|
|
|
$
|
1.73
|
|
|
$
|
0.55
|
|
|
31.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
Fully diluted earnings per Common Share
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
0.56
|
|
|
32.6
|
%
|
|
Year Ended
|
|
Year Ended
|
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
WATER OPERATING REVENUES (1)
|
$
|
319,830
|
|
|
$
|
295,258
|
|
|
$
|
24,572
|
|
|
8.3
|
%
|
WATER SUPPLY COSTS:
|
|
|
|
|
|
|
|
|
||||||
Water purchased (1)
|
72,289
|
|
|
68,904
|
|
|
3,385
|
|
|
4.9
|
%
|
|||
Power purchased for pumping (1)
|
8,660
|
|
|
8,971
|
|
|
(311
|
)
|
|
-3.5
|
%
|
|||
Groundwater production assessment (1)
|
18,962
|
|
|
19,440
|
|
|
(478
|
)
|
|
-2.5
|
%
|
|||
Water supply cost balancing accounts (1)
|
(8,153
|
)
|
|
(17,116
|
)
|
|
8,963
|
|
|
-52.4
|
%
|
|||
TOTAL WATER SUPPLY COSTS
|
$
|
91,758
|
|
|
$
|
80,199
|
|
|
$
|
11,559
|
|
|
14.4
|
%
|
WATER GROSS MARGIN (2)
|
$
|
228,072
|
|
|
$
|
215,059
|
|
|
$
|
13,013
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
||||||
ELECTRIC OPERATING REVENUES (1)
|
$
|
39,548
|
|
|
$
|
34,350
|
|
|
$
|
5,198
|
|
|
15.1
|
%
|
ELECTRIC SUPPLY COSTS:
|
|
|
|
|
|
|
|
|
||||||
Power purchased for resale (1)
|
11,796
|
|
|
11,590
|
|
|
206
|
|
|
1.8
|
%
|
|||
Electric supply cost balancing accounts (1)
|
1,127
|
|
|
1,467
|
|
|
(340
|
)
|
|
-23.2
|
%
|
|||
TOTAL ELECTRIC SUPPLY COSTS
|
$
|
12,923
|
|
|
$
|
13,057
|
|
|
$
|
(134
|
)
|
|
-1.0
|
%
|
ELECTRIC GROSS MARGIN (2)
|
$
|
26,625
|
|
|
$
|
21,293
|
|
|
$
|
5,332
|
|
|
25.0
|
%
|
|
|
|
|
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
23,664
|
|
|
$
|
22,525
|
|
|
$
|
1,139
|
|
|
5.1
|
%
|
Electric Services
|
2,672
|
|
|
2,809
|
|
|
(137
|
)
|
|
-4.9
|
%
|
|||
Contracted Services
|
6,420
|
|
|
6,316
|
|
|
104
|
|
|
1.6
|
%
|
|||
Total other operation
|
$
|
32,756
|
|
|
$
|
31,650
|
|
|
$
|
1,106
|
|
|
3.5
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
51,755
|
|
|
$
|
54,212
|
|
|
$
|
(2,457
|
)
|
|
-4.5
|
%
|
Electric Services
|
8,150
|
|
|
7,944
|
|
|
206
|
|
|
2.6
|
%
|
|||
Contracted Services
|
23,120
|
|
|
20,446
|
|
|
2,674
|
|
|
13.1
|
%
|
|||
AWR (parent)
|
9
|
|
|
(7
|
)
|
|
16
|
|
|
*
|
|
|||
Total administrative and general
|
$
|
83,034
|
|
|
$
|
82,595
|
|
|
$
|
439
|
|
|
0.5
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
29,956
|
|
|
$
|
36,137
|
|
|
$
|
(6,181
|
)
|
|
-17.1
|
%
|
Electric Services
|
2,485
|
|
|
2,258
|
|
|
227
|
|
|
10.1
|
%
|
|||
Contracted Services
|
2,956
|
|
|
2,030
|
|
|
926
|
|
|
45.6
|
%
|
|||
Total depreciation and amortization
|
$
|
35,397
|
|
|
$
|
40,425
|
|
|
$
|
(5,028
|
)
|
|
-12.4
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
11,850
|
|
|
$
|
12,102
|
|
|
$
|
(252
|
)
|
|
-2.1
|
%
|
Electric Services
|
993
|
|
|
1,002
|
|
|
(9
|
)
|
|
-0.9
|
%
|
|||
Contracted Services
|
2,623
|
|
|
2,578
|
|
|
45
|
|
|
1.7
|
%
|
|||
Total maintenance
|
$
|
15,466
|
|
|
$
|
15,682
|
|
|
$
|
(216
|
)
|
|
-1.4
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
17,034
|
|
|
$
|
15,750
|
|
|
$
|
1,284
|
|
|
8.2
|
%
|
Electric Services
|
1,134
|
|
|
1,059
|
|
|
75
|
|
|
7.1
|
%
|
|||
Contracted Services
|
1,874
|
|
|
1,595
|
|
|
279
|
|
|
17.5
|
%
|
|||
Total property and other taxes
|
$
|
20,042
|
|
|
$
|
18,404
|
|
|
$
|
1,638
|
|
|
8.9
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
21,966
|
|
|
$
|
21,212
|
|
|
$
|
754
|
|
|
3.6
|
%
|
Electric Services
|
1,433
|
|
|
1,409
|
|
|
24
|
|
|
1.7
|
%
|
|||
Contracted Services
|
587
|
|
|
362
|
|
|
225
|
|
|
62.2
|
%
|
|||
AWR (parent)
|
600
|
|
|
450
|
|
|
150
|
|
|
33.3
|
%
|
|||
Total interest expense
|
$
|
24,586
|
|
|
$
|
23,433
|
|
|
$
|
1,153
|
|
|
4.9
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
1,662
|
|
|
$
|
2,809
|
|
|
$
|
(1,147
|
)
|
|
-40.8
|
%
|
Electric Services
|
205
|
|
|
81
|
|
|
124
|
|
|
*
|
|
|||
Contracted Services
|
1,321
|
|
|
689
|
|
|
632
|
|
|
*
|
|
|||
AWR (parent)
|
61
|
|
|
(1
|
)
|
|
62
|
|
|
*
|
|
|||
Total interest income
|
$
|
3,249
|
|
|
$
|
3,578
|
|
|
$
|
(329
|
)
|
|
-9.2
|
%
|
|
Year
Ended |
|
Year
Ended |
|
$
|
|
%
|
|||||||
|
12/31/2019
|
|
12/31/2018
|
|
CHANGE
|
|
CHANGE
|
|||||||
Water Services
|
$
|
17,295
|
|
|
$
|
12,391
|
|
|
$
|
4,904
|
|
|
39.6
|
%
|
Electric Services
|
2,882
|
|
|
1,212
|
|
|
1,670
|
|
|
137.8
|
%
|
|||
Contracted Services
|
5,202
|
|
|
4,939
|
|
|
263
|
|
|
5.3
|
%
|
|||
AWR (parent)
|
(709
|
)
|
|
(525
|
)
|
|
(184
|
)
|
|
35.0
|
%
|
|||
Total income tax expense
|
$
|
24,670
|
|
|
$
|
18,017
|
|
|
$
|
6,653
|
|
|
36.9
|
%
|
|
|
Payments/Commitments Due by Period (1)
|
||||||||||||||||||
($ in thousands)
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5 Years
|
||||||||||
Notes/Debentures (2)
|
|
$
|
187,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
187,000
|
|
Private Placement Notes (3)
|
|
83,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,000
|
|
|||||
Tax-Exempt Obligations (4)
|
|
11,293
|
|
|
156
|
|
|
348
|
|
|
378
|
|
|
10,411
|
|
|||||
Other Debt Instruments (5)
|
|
3,406
|
|
|
188
|
|
|
409
|
|
|
453
|
|
|
2,356
|
|
|||||
Total AWR Long-Term Debt
|
|
$
|
284,699
|
|
|
$
|
344
|
|
|
757
|
|
|
$
|
831
|
|
|
$
|
282,767
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on Long-Term Debt (6)
|
|
$
|
234,813
|
|
|
$
|
18,890
|
|
|
$
|
37,721
|
|
|
$
|
37,648
|
|
|
$
|
140,554
|
|
Advances for Construction (7)
|
|
67,350
|
|
|
3,361
|
|
|
6,708
|
|
|
6,660
|
|
|
50,621
|
|
|||||
Renewable Energy Credit Agreement (8)
|
|
2,323
|
|
|
465
|
|
|
1,858
|
|
|
—
|
|
|
—
|
|
|||||
Purchased Power Contracts (9)
|
|
26,347
|
|
|
6,224
|
|
|
11,157
|
|
|
8,966
|
|
|
—
|
|
|||||
Capital Expenditures (10)
|
|
50,878
|
|
|
50,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Water Purchase Agreements (11)
|
|
4,116
|
|
|
417
|
|
|
834
|
|
|
834
|
|
|
2,031
|
|
|||||
Operating Leases (12)
|
|
15,983
|
|
|
2,709
|
|
|
4,750
|
|
|
3,278
|
|
|
5,246
|
|
|||||
Employer Contributions (13)
|
|
6,469
|
|
|
3,326
|
|
|
3,143
|
|
|
—
|
|
|
—
|
|
|||||
SUB-TOTAL
|
|
$
|
408,279
|
|
|
$
|
86,270
|
|
|
$
|
66,171
|
|
|
$
|
57,386
|
|
|
$
|
198,452
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Commitments (14)
|
|
214,802
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL
|
|
$
|
907,780
|
|
|
|
|
|
|
|
|
|
|
Military Base
|
|
EPA period
|
|
Filing Date
|
Fort Bliss (FBWS)
|
|
October 2019 - September 2020
|
|
Third Quarter 2019
|
Andrews Air Force Base (TUS)
|
|
February 2020 - January 2021
|
|
Fourth Quarter 2019
|
Fort Lee (ODUS)
|
|
February 2020 - January 2021
|
|
Fourth Quarter 2019
|
Joint Base Langley Eustis and Joint Expeditionary Base Little Creek Fort Story (ODUS)
|
|
April 2020 - March 2021
|
|
First Quarter of 2020
|
Fort Jackson (PSUS)
|
|
February 2020 - January 2021
|
|
Fourth Quarter 2019
|
Fort Bragg (ONUS)
|
|
March 2020 - February 2021
|
|
First Quarter 2020
|
Eglin Air Force Base (ECUS)
|
|
June 2020 - May 2021
|
|
Second Quarter 2020
|
Fort Riley (FRUS)
|
|
July 2020 - June 2021
|
|
Second Quarter 2020
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Utility Plant
|
|
|
|
|
|
|
||
Regulated utility plant, at cost:
|
|
|
|
|
|
|
||
Water
|
|
$
|
1,700,442
|
|
|
$
|
1,649,535
|
|
Electric
|
|
108,425
|
|
|
106,064
|
|
||
Total
|
|
1,808,867
|
|
|
1,755,599
|
|
||
Non-regulated utility property, at cost
|
|
30,554
|
|
|
24,511
|
|
||
Total utility plant, at cost
|
|
1,839,421
|
|
|
1,780,110
|
|
||
Less — accumulated depreciation
|
|
(543,263
|
)
|
|
(561,855
|
)
|
||
|
|
1,296,158
|
|
|
1,218,255
|
|
||
Construction work in progress
|
|
119,547
|
|
|
78,055
|
|
||
Net utility plant
|
|
1,415,705
|
|
|
1,296,310
|
|
||
|
|
|
|
|
||||
Other Property and Investments
|
|
|
|
|
|
|
||
Goodwill
|
|
1,116
|
|
|
1,116
|
|
||
Other property and investments
|
|
30,293
|
|
|
25,356
|
|
||
Total other property and investments
|
|
31,409
|
|
|
26,472
|
|
||
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
1,334
|
|
|
7,141
|
|
||
Accounts receivable — customers, less allowance for doubtful accounts
|
|
20,907
|
|
|
23,395
|
|
||
Unbilled revenue — receivable
|
|
20,482
|
|
|
23,588
|
|
||
Receivable from U.S. government, less allowance for doubtful accounts (Note 2)
|
|
22,613
|
|
|
21,543
|
|
||
Other accounts receivable, less allowance for doubtful accounts
|
|
3,096
|
|
|
3,103
|
|
||
Income taxes receivable
|
|
5,685
|
|
|
2,164
|
|
||
Materials and supplies
|
|
6,429
|
|
|
5,775
|
|
||
Regulatory assets — current
|
|
20,930
|
|
|
16,527
|
|
||
Prepayments and other current assets
|
|
5,413
|
|
|
6,063
|
|
||
Contract assets (Note 2)
|
|
15,567
|
|
|
22,169
|
|
||
Total current assets
|
|
122,456
|
|
|
131,468
|
|
||
|
|
|
|
|
||||
Other Assets
|
|
|
|
|
|
|
||
Unbilled revenue — receivable from U.S. government
|
|
8,621
|
|
|
—
|
|
||
Receivable from U.S. government (Note 2)
|
|
42,206
|
|
|
39,583
|
|
||
Contract assets (Note 2)
|
|
64
|
|
|
2,278
|
|
||
Operating lease right-of-use assets
|
|
13,168
|
|
|
—
|
|
||
Other
|
|
7,702
|
|
|
5,322
|
|
||
Total other assets
|
|
71,761
|
|
|
47,183
|
|
||
Total Assets
|
|
$
|
1,641,331
|
|
|
$
|
1,501,433
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Capitalization and Liabilities
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Capitalization
|
|
|
|
|
|
|
||
Common shareholders’ equity
|
|
$
|
601,530
|
|
|
$
|
558,223
|
|
Long-term debt
|
|
280,996
|
|
|
281,087
|
|
||
Total capitalization
|
|
882,526
|
|
|
839,310
|
|
||
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
|
|
||
Notes payable to banks
|
|
5,000
|
|
|
—
|
|
||
Long-term debt — current
|
|
344
|
|
|
40,320
|
|
||
Accounts payable
|
|
55,616
|
|
|
59,532
|
|
||
Income taxes payable
|
|
95
|
|
|
360
|
|
||
Accrued other taxes
|
|
11,110
|
|
|
10,094
|
|
||
Accrued employee expenses
|
|
14,255
|
|
|
13,842
|
|
||
Accrued interest
|
|
3,050
|
|
|
3,865
|
|
||
Unrealized loss on purchased power contracts
|
|
3,171
|
|
|
311
|
|
||
Contract liabilities (Note 2)
|
|
11,167
|
|
|
7,530
|
|
||
Operating lease liabilities
|
|
1,849
|
|
|
—
|
|
||
Other
|
|
10,341
|
|
|
10,731
|
|
||
Total current liabilities
|
|
115,998
|
|
|
146,585
|
|
||
|
|
|
|
|
||||
Other Credits
|
|
|
|
|
|
|
||
Notes payable to banks
|
|
200,000
|
|
|
95,500
|
|
||
Advances for construction
|
|
63,989
|
|
|
66,305
|
|
||
Contributions in aid of construction — net
|
|
134,706
|
|
|
124,385
|
|
||
Deferred income taxes
|
|
125,304
|
|
|
114,216
|
|
||
Regulatory liabilities
|
|
23,380
|
|
|
44,867
|
|
||
Unamortized investment tax credits
|
|
1,295
|
|
|
1,367
|
|
||
Accrued pension and other post-retirement benefits
|
|
68,469
|
|
|
57,636
|
|
||
Operating lease liabilities
|
|
11,739
|
|
|
—
|
|
||
Other
|
|
13,925
|
|
|
11,262
|
|
||
Total other credits
|
|
642,807
|
|
|
515,538
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Notes 14 and 15)
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total Capitalization and Liabilities
|
|
$
|
1,641,331
|
|
|
$
|
1,501,433
|
|
|
|
December 31,
|
||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
||||
Common Shareholders’ Equity:
|
|
|
|
|
|
|
||
Common Shares, no par value:
|
|
|
|
|
|
|
||
Authorized: 60,000,000 shares
|
|
|
|
|
|
|
||
Outstanding: 36,846,614 shares in 2019 and 36,757,842 shares in 2018
|
|
$
|
255,566
|
|
|
$
|
253,689
|
|
Reinvested earnings in the business
|
|
345,964
|
|
|
304,534
|
|
||
|
|
601,530
|
|
|
558,223
|
|
||
|
|
|
|
|
||||
Long-Term Debt (All are of GSWC)
|
|
|
|
|
|
|
||
Notes/Debentures:
|
|
|
|
|
|
|
||
6.81% notes due 2028
|
|
15,000
|
|
|
15,000
|
|
||
6.59% notes due 2029
|
|
40,000
|
|
|
40,000
|
|
||
7.875% notes due 2030
|
|
20,000
|
|
|
20,000
|
|
||
7.23% notes due 2031
|
|
50,000
|
|
|
50,000
|
|
||
6.00% notes due 2041
|
|
62,000
|
|
|
62,000
|
|
||
Private Placement Notes:
|
|
|
|
|
|
|
||
3.45% notes due 2029
|
|
15,000
|
|
|
15,000
|
|
||
9.56% notes due 2031
|
|
28,000
|
|
|
28,000
|
|
||
5.87% notes due 2028
|
|
40,000
|
|
|
40,000
|
|
||
6.70% notes due 2019
|
|
—
|
|
|
40,000
|
|
||
Tax-Exempt Obligations:
|
|
|
|
|
|
|
||
5.50% notes due 2026
|
|
7,730
|
|
|
7,730
|
|
||
State Water Project due 2035
|
|
3,563
|
|
|
3,667
|
|
||
Other Debt Instruments:
|
|
|
|
|
|
|
||
American Recovery and Reinvestment Act Obligation due 2033
|
|
3,406
|
|
|
3,581
|
|
||
|
|
284,699
|
|
|
324,978
|
|
||
Less: Current maturities
|
|
(344
|
)
|
|
(40,320
|
)
|
||
Debt issuance costs
|
|
(3,359
|
)
|
|
(3,571
|
)
|
||
|
|
280,996
|
|
|
281,087
|
|
||
Total Capitalization
|
|
$
|
882,526
|
|
|
$
|
839,310
|
|
|
|
For the years ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|||
Water
|
|
$
|
319,830
|
|
|
$
|
295,258
|
|
|
$
|
306,332
|
|
Electric
|
|
39,548
|
|
|
34,350
|
|
|
33,969
|
|
|||
Contracted services
|
|
114,491
|
|
|
107,208
|
|
|
100,302
|
|
|||
Total operating revenues
|
|
473,869
|
|
|
436,816
|
|
|
440,603
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
Water purchased
|
|
72,289
|
|
|
68,904
|
|
|
68,302
|
|
|||
Power purchased for pumping
|
|
8,660
|
|
|
8,971
|
|
|
8,518
|
|
|||
Groundwater production assessment
|
|
18,962
|
|
|
19,440
|
|
|
18,638
|
|
|||
Power purchased for resale
|
|
11,796
|
|
|
11,590
|
|
|
10,720
|
|
|||
Supply cost balancing accounts
|
|
(7,026
|
)
|
|
(15,649
|
)
|
|
(17,939
|
)
|
|||
Other operation
|
|
32,756
|
|
|
31,650
|
|
|
29,994
|
|
|||
Administrative and general
|
|
83,034
|
|
|
82,595
|
|
|
81,643
|
|
|||
Depreciation and amortization
|
|
35,397
|
|
|
40,425
|
|
|
39,031
|
|
|||
Maintenance
|
|
15,466
|
|
|
15,682
|
|
|
15,176
|
|
|||
Property and other taxes
|
|
20,042
|
|
|
18,404
|
|
|
17,905
|
|
|||
ASUS construction
|
|
55,673
|
|
|
53,906
|
|
|
49,838
|
|
|||
Gain on sale of assets
|
|
(253
|
)
|
|
(85
|
)
|
|
(8,318
|
)
|
|||
Total operating expenses
|
|
346,796
|
|
|
335,833
|
|
|
313,508
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Income
|
|
127,073
|
|
|
100,983
|
|
|
127,095
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
(24,586
|
)
|
|
(23,433
|
)
|
|
(22,582
|
)
|
|||
Interest income
|
|
3,249
|
|
|
3,578
|
|
|
1,790
|
|
|||
Other, net
|
|
3,276
|
|
|
760
|
|
|
2,038
|
|
|||
Total other income and expenses
|
|
(18,061
|
)
|
|
(19,095
|
)
|
|
(18,754
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income before income tax expense
|
|
109,012
|
|
|
81,888
|
|
|
108,341
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
24,670
|
|
|
18,017
|
|
|
38,974
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
69,367
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Shares Outstanding
|
|
36,814
|
|
|
36,733
|
|
|
36,638
|
|
|||
Basic Earnings Per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.73
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Diluted Shares
|
|
36,964
|
|
|
36,936
|
|
|
36,844
|
|
|||
Fully Diluted Earnings Per Share
|
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
||||||
Dividends Paid Per Common Share
|
|
$
|
1.160
|
|
|
$
|
1.060
|
|
|
$
|
0.994
|
|
|
|
Common Shares
|
|
Reinvested
|
|
|
|||||||||
|
|
Number
|
|
|
|
Earnings
|
|
|
|||||||
|
|
of
|
|
|
|
in the
|
|
|
|||||||
(in thousands)
|
|
Shares
|
|
Amount
|
|
Business
|
|
Total
|
|||||||
Balances at December 31, 2016
|
|
36,571
|
|
|
$
|
247,232
|
|
|
$
|
247,065
|
|
|
$
|
494,297
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
|
|
69,367
|
|
|
69,367
|
|
|||
Exercise of stock options and other issuance of Common Shares
|
|
110
|
|
|
909
|
|
|
|
|
|
909
|
|
|||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
|
1,789
|
|
|
|
|
|
1,789
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
194
|
|
|
|
|
|
194
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dividends on Common Shares
|
|
|
|
|
|
|
|
36,417
|
|
|
36,417
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
|
|
194
|
|
|
194
|
|
|||
Balances at December 31, 2017
|
|
36,681
|
|
|
250,124
|
|
|
279,821
|
|
|
529,945
|
|
|||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
63,871
|
|
|
63,871
|
|
|||||
Exercise of stock options and other issuance of Common Shares
|
|
77
|
|
|
546
|
|
|
|
|
546
|
|
||||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
2,798
|
|
|
|
|
2,798
|
|
|||||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
221
|
|
|
|
|
221
|
|
|||||
Deduct:
|
|
|
|
|
|
|
|
|
|||||||
Dividends on Common Shares
|
|
|
|
|
|
38,937
|
|
|
38,937
|
|
|||||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
221
|
|
|
221
|
|
|||||
Balances at December 31, 2018
|
|
36,758
|
|
|
253,689
|
|
|
304,534
|
|
|
558,223
|
|
|||
Add:
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
84,342
|
|
|
84,342
|
|
|||
Exercise of stock options and other issuance of Common Shares
|
|
89
|
|
|
519
|
|
|
|
|
|
519
|
|
|||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
|
1,148
|
|
|
|
|
|
1,148
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
210
|
|
|
|
|
|
210
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dividends on Common Shares
|
|
|
|
|
|
|
|
42,702
|
|
|
42,702
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
|
|
210
|
|
|
210
|
|
|||
Balances at December 31, 2019
|
|
36,847
|
|
|
$
|
255,566
|
|
|
$
|
345,964
|
|
|
$
|
601,530
|
|
|
|
For the years ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
69,367
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
35,713
|
|
|
40,663
|
|
|
39,273
|
|
|||
Provision for doubtful accounts
|
|
608
|
|
|
841
|
|
|
989
|
|
|||
Deferred income taxes and investment tax credits
|
|
6,623
|
|
|
(5,773
|
)
|
|
12,153
|
|
|||
Stock-based compensation expense
|
|
2,517
|
|
|
3,851
|
|
|
2,885
|
|
|||
Gain on sale of assets
|
|
(253
|
)
|
|
(85
|
)
|
|
(8,318
|
)
|
|||
(Gain) loss on investments held in a trust
|
|
(3,580
|
)
|
|
558
|
|
|
(1,743
|
)
|
|||
Other — net
|
|
526
|
|
|
97
|
|
|
218
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable — customers
|
|
1,882
|
|
|
1,882
|
|
|
(7,671
|
)
|
|||
Unbilled revenue — receivable
|
|
(5,515
|
)
|
|
2,823
|
|
|
(2,020
|
)
|
|||
Other accounts receivable
|
|
214
|
|
|
5,151
|
|
|
(1,671
|
)
|
|||
Receivables from the U.S. government
|
|
1,144
|
|
|
(20,976
|
)
|
|
4,742
|
|
|||
Materials and supplies
|
|
(654
|
)
|
|
(980
|
)
|
|
(501
|
)
|
|||
Prepayments and other assets
|
|
3,978
|
|
|
(519
|
)
|
|
(1,641
|
)
|
|||
Contract assets
|
|
3,979
|
|
|
5,941
|
|
|
—
|
|
|||
Costs and estimated earnings in excess of billings on contracts
|
|
—
|
|
|
—
|
|
|
(2,881
|
)
|
|||
Regulatory assets/liabilities
|
|
(11,597
|
)
|
|
33,834
|
|
|
24,626
|
|
|||
Accounts payable
|
|
(249
|
)
|
|
1,282
|
|
|
4,358
|
|
|||
Income taxes receivable/payable
|
|
(3,786
|
)
|
|
2,708
|
|
|
13,206
|
|
|||
Contract liabilities / Billings in excess of costs and estimated earnings on contracts
|
|
3,637
|
|
|
3,619
|
|
|
1,648
|
|
|||
Accrued pension and other post-retirement benefits
|
|
1,994
|
|
|
(1,086
|
)
|
|
(878
|
)
|
|||
Other liabilities
|
|
(4,659
|
)
|
|
(928
|
)
|
|
(1,589
|
)
|
|||
Net cash provided
|
|
116,864
|
|
|
136,774
|
|
|
144,552
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(151,940
|
)
|
|
(126,561
|
)
|
|
(113,126
|
)
|
|||
Proceeds from sale of assets
|
|
169
|
|
|
72
|
|
|
34,324
|
|
|||
Other investments
|
|
(1,424
|
)
|
|
(1,553
|
)
|
|
(1,229
|
)
|
|||
Net cash used
|
|
(153,195
|
)
|
|
(128,042
|
)
|
|
(80,031
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from stock option exercises
|
|
519
|
|
|
546
|
|
|
909
|
|
|||
Receipt of advances for and contributions in aid of construction
|
|
10,171
|
|
|
5,551
|
|
|
7,275
|
|
|||
Refunds on advances for construction
|
|
(5,005
|
)
|
|
(3,886
|
)
|
|
(3,889
|
)
|
|||
Retirement or repayments of long-term debt
|
|
(40,325
|
)
|
|
(326
|
)
|
|
(329
|
)
|
|||
Net change in notes payable to banks
|
|
109,500
|
|
|
36,500
|
|
|
(31,000
|
)
|
|||
Dividends paid
|
|
(42,702
|
)
|
|
(38,937
|
)
|
|
(36,417
|
)
|
|||
Other
|
|
(1,634
|
)
|
|
(1,253
|
)
|
|
(1,292
|
)
|
|||
Net cash provided (used)
|
|
30,524
|
|
|
(1,805
|
)
|
|
(64,743
|
)
|
|||
Net change in cash and cash equivalents
|
|
(5,807
|
)
|
|
6,927
|
|
|
(222
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
7,141
|
|
|
214
|
|
|
436
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
1,334
|
|
|
$
|
7,141
|
|
|
$
|
214
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Utility Plant, at cost
|
|
|
|
|
|
|
||
Water
|
|
$
|
1,700,442
|
|
|
$
|
1,649,535
|
|
Electric
|
|
108,425
|
|
|
106,064
|
|
||
Total
|
|
1,808,867
|
|
|
1,755,599
|
|
||
Less — accumulated depreciation
|
|
(531,801
|
)
|
|
(551,244
|
)
|
||
|
|
1,277,066
|
|
|
1,204,355
|
|
||
Construction work in progress
|
|
117,676
|
|
|
76,737
|
|
||
Net utility plant
|
|
1,394,742
|
|
|
1,281,092
|
|
||
|
|
|
|
|
||||
Other Property and Investments
|
|
28,212
|
|
|
23,263
|
|
||
|
|
28,212
|
|
|
23,263
|
|
||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
401
|
|
|
4,187
|
|
||
Accounts receivable — customers, less allowance for doubtful accounts
|
|
20,907
|
|
|
23,395
|
|
||
Unbilled revenue — receivable
|
|
18,636
|
|
|
17,892
|
|
||
Other accounts receivable, less allowance for doubtful accounts
|
|
1,857
|
|
|
1,959
|
|
||
Income taxes receivable from Parent
|
|
7,727
|
|
|
5,617
|
|
||
Materials and supplies
|
|
4,920
|
|
|
4,797
|
|
||
Regulatory assets — current
|
|
20,930
|
|
|
16,527
|
|
||
Prepayments and other current assets
|
|
4,497
|
|
|
5,275
|
|
||
Total current assets
|
|
79,875
|
|
|
79,649
|
|
||
|
|
|
|
|
||||
Other Assets
|
|
|
|
|
|
|
||
Operating lease right-of-use assets
|
|
12,745
|
|
|
—
|
|
||
Other
|
|
6,880
|
|
|
5,218
|
|
||
Total other assets
|
|
19,625
|
|
|
5,218
|
|
||
Total Assets
|
|
$
|
1,522,454
|
|
|
$
|
1,389,222
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Capitalization and Liabilities
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Capitalization
|
|
|
|
|
|
|
||
Common shareholder’s equity
|
|
$
|
551,188
|
|
|
$
|
503,575
|
|
Long-term debt
|
|
280,996
|
|
|
281,087
|
|
||
Total capitalization
|
|
832,184
|
|
|
784,662
|
|
||
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
|
|
||
Intercompany payable to Parent
|
|
158,845
|
|
|
—
|
|
||
Long-term debt — current
|
|
344
|
|
|
40,320
|
|
||
Accounts payable
|
|
45,756
|
|
|
47,865
|
|
||
Accrued other taxes
|
|
10,640
|
|
|
9,911
|
|
||
Accrued employee expenses
|
|
12,386
|
|
|
11,910
|
|
||
Accrued interest
|
|
2,736
|
|
|
3,550
|
|
||
Unrealized loss on purchased power contracts
|
|
3,171
|
|
|
311
|
|
||
Operating lease liabilities
|
|
1,612
|
|
|
—
|
|
||
Other
|
|
9,745
|
|
|
9,432
|
|
||
Total current liabilities
|
|
245,235
|
|
|
123,299
|
|
||
|
|
|
|
|
||||
Other Credits
|
|
|
|
|
|
|
||
Intercompany payable to Parent
|
|
—
|
|
|
57,289
|
|
||
Advances for construction
|
|
63,989
|
|
|
66,305
|
|
||
Contributions in aid of construction — net
|
|
134,706
|
|
|
124,385
|
|
||
Deferred income taxes
|
|
127,806
|
|
|
118,241
|
|
||
Regulatory liabilities
|
|
23,380
|
|
|
44,867
|
|
||
Unamortized investment tax credits
|
|
1,295
|
|
|
1,367
|
|
||
Accrued pension and other post-retirement benefits
|
|
68,469
|
|
|
57,636
|
|
||
Operating lease liabilities
|
|
11,588
|
|
|
—
|
|
||
Other
|
|
13,802
|
|
|
11,171
|
|
||
Total other credits
|
|
445,035
|
|
|
481,261
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Notes 14 and 15)
|
|
|
|
|
||||
|
|
|
|
|
||||
Total Capitalization and Liabilities
|
|
$
|
1,522,454
|
|
|
$
|
1,389,222
|
|
|
|
December 31,
|
||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
||||
Common Shareholder’s Equity:
|
|
|
|
|
|
|
||
Common Shares, no par value:
Authorized: 1,000 shares
Outstanding: 165 shares in 2019 and 2018
|
|
$
|
293,754
|
|
|
$
|
292,412
|
|
Reinvested earnings in the business
|
|
257,434
|
|
|
211,163
|
|
||
|
|
551,188
|
|
|
503,575
|
|
||
|
|
|
|
|
||||
Long-Term Debt
|
|
|
|
|
|
|
||
Notes/Debentures:
|
|
|
|
|
|
|
||
6.81% notes due 2028
|
|
15,000
|
|
|
15,000
|
|
||
6.59% notes due 2029
|
|
40,000
|
|
|
40,000
|
|
||
7.875% notes due 2030
|
|
20,000
|
|
|
20,000
|
|
||
7.23% notes due 2031
|
|
50,000
|
|
|
50,000
|
|
||
6.00% notes due 2041
|
|
62,000
|
|
|
62,000
|
|
||
Private Placement Notes:
|
|
|
|
|
|
|
||
3.45% notes due 2029
|
|
15,000
|
|
|
15,000
|
|
||
9.56% notes due 2031
|
|
28,000
|
|
|
28,000
|
|
||
5.87% notes due 2028
|
|
40,000
|
|
|
40,000
|
|
||
6.70% notes due 2019
|
|
—
|
|
|
40,000
|
|
||
Tax-Exempt Obligations:
|
|
|
|
|
|
|
||
5.50% notes due 2026
|
|
7,730
|
|
|
7,730
|
|
||
State Water Project due 2035
|
|
3,563
|
|
|
3,667
|
|
||
Other Debt Instruments:
|
|
|
|
|
|
|
||
American Recovery and Reinvestment Act Obligation due 2033
|
|
3,406
|
|
|
3,581
|
|
||
|
|
284,699
|
|
|
324,978
|
|
||
Less: Current maturities
|
|
(344
|
)
|
|
(40,320
|
)
|
||
Debt issuance costs
|
|
(3,359
|
)
|
|
(3,571
|
)
|
||
|
|
280,996
|
|
|
281,087
|
|
||
Total Capitalization
|
|
$
|
832,184
|
|
|
$
|
784,662
|
|
|
|
For the years ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|||
Water
|
|
$
|
319,830
|
|
|
$
|
295,258
|
|
|
$
|
306,332
|
|
Electric
|
|
39,548
|
|
|
34,350
|
|
|
33,969
|
|
|||
Total operating revenues
|
|
359,378
|
|
|
329,608
|
|
|
340,301
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
Water purchased
|
|
72,289
|
|
|
68,904
|
|
|
68,302
|
|
|||
Power purchased for pumping
|
|
8,660
|
|
|
8,971
|
|
|
8,518
|
|
|||
Groundwater production assessment
|
|
18,962
|
|
|
19,440
|
|
|
18,638
|
|
|||
Power purchased for resale
|
|
11,796
|
|
|
11,590
|
|
|
10,720
|
|
|||
Supply cost balancing accounts
|
|
(7,026
|
)
|
|
(15,649
|
)
|
|
(17,939
|
)
|
|||
Other operation
|
|
26,336
|
|
|
25,334
|
|
|
24,877
|
|
|||
Administrative and general
|
|
59,905
|
|
|
62,156
|
|
|
62,408
|
|
|||
Depreciation and amortization
|
|
32,441
|
|
|
38,395
|
|
|
37,852
|
|
|||
Maintenance
|
|
12,843
|
|
|
13,104
|
|
|
12,970
|
|
|||
Property and other taxes
|
|
18,168
|
|
|
16,809
|
|
|
16,402
|
|
|||
Gain on sale of assets
|
|
(88
|
)
|
|
(8
|
)
|
|
(8,318
|
)
|
|||
Total operating expenses
|
|
254,286
|
|
|
249,046
|
|
|
234,430
|
|
|||
|
|
|
|
|
|
|
||||||
Operating Income
|
|
105,092
|
|
|
80,562
|
|
|
105,871
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
(23,399
|
)
|
|
(22,621
|
)
|
|
(22,055
|
)
|
|||
Interest income
|
|
1,867
|
|
|
2,890
|
|
|
1,766
|
|
|||
Other, net
|
|
3,280
|
|
|
784
|
|
|
2,234
|
|
|||
Total other income and expenses
|
|
(18,252
|
)
|
|
(18,947
|
)
|
|
(18,055
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income from operations before income tax expense
|
|
86,840
|
|
|
61,615
|
|
|
87,816
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
20,177
|
|
|
13,603
|
|
|
34,059
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
66,663
|
|
|
$
|
48,012
|
|
|
$
|
53,757
|
|
|
|
Common Shares
|
|
Reinvested
|
|
|
|||||||||
|
|
Number
|
|
|
|
Earnings
|
|
|
|||||||
|
|
of
|
|
|
|
in the
|
|
|
|||||||
(in thousands, except number of shares)
|
|
Shares
|
|
Amount
|
|
Business
|
|
Total
|
|||||||
Balances at December 31, 2016
|
|
146
|
|
|
$
|
240,482
|
|
|
$
|
206,288
|
|
|
$
|
446,770
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
|
|
53,757
|
|
|
53,757
|
|
|||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
|
1,527
|
|
|
|
|
|
1,527
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
172
|
|
|
|
|
|
172
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dividends on Common Shares
|
|
|
|
|
|
|
|
27,680
|
|
|
27,680
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
|
|
172
|
|
|
172
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Balances at December 31, 2017
|
|
146
|
|
|
242,181
|
|
|
232,193
|
|
|
474,374
|
|
|||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
|
|
48,012
|
|
|
48,012
|
|
|||
Issuance of Common Shares to Parent
|
|
19
|
|
|
47,500
|
|
|
|
|
47,500
|
|
||||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
|
2,539
|
|
|
|
|
|
2,539
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
192
|
|
|
|
|
|
192
|
|
|||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dividends on Common Shares
|
|
|
|
|
|
|
|
68,850
|
|
|
68,850
|
|
|||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
|
|
192
|
|
|
192
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Balances at December 31, 2018
|
|
165
|
|
|
292,412
|
|
|
211,163
|
|
|
503,575
|
|
|||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
|
|
|
|
|
66,663
|
|
|
66,663
|
|
||||
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements
|
|
|
|
|
1,150
|
|
|
|
|
1,150
|
|
||||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
192
|
|
|
|
|
192
|
|
||||
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends on Common Shares
|
|
|
|
|
|
|
20,200
|
|
|
20,200
|
|
||||
Dividend equivalent rights on stock-based awards not paid in cash
|
|
|
|
|
|
|
192
|
|
|
192
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Balances at December 31, 2019
|
|
165
|
|
|
$
|
293,754
|
|
|
$
|
257,434
|
|
|
$
|
551,188
|
|
|
|
For the years ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
66,663
|
|
|
$
|
48,012
|
|
|
$
|
53,757
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
32,757
|
|
|
38,633
|
|
|
38,094
|
|
|||
Provision for doubtful accounts
|
|
606
|
|
|
850
|
|
|
816
|
|
|||
Deferred income taxes and investment tax credits
|
|
5,081
|
|
|
(6,817
|
)
|
|
13,970
|
|
|||
Stock-based compensation expense
|
|
2,253
|
|
|
3,397
|
|
|
2,420
|
|
|||
Gain on sale of assets
|
|
(88
|
)
|
|
(8
|
)
|
|
(8,318
|
)
|
|||
(Gain) loss on investments held in a trust
|
|
(3,580
|
)
|
|
558
|
|
|
(1,743
|
)
|
|||
Other — net
|
|
58
|
|
|
27
|
|
|
130
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable — customers
|
|
1,882
|
|
|
1,882
|
|
|
(7,671
|
)
|
|||
Unbilled revenue — receivable
|
|
(744
|
)
|
|
960
|
|
|
(1,152
|
)
|
|||
Other accounts receivable
|
|
311
|
|
|
4,140
|
|
|
(544
|
)
|
|||
Materials and supplies
|
|
(123
|
)
|
|
(751
|
)
|
|
(322
|
)
|
|||
Prepayments and other assets
|
|
4,230
|
|
|
(154
|
)
|
|
(1,450
|
)
|
|||
Regulatory assets/liabilities
|
|
(11,597
|
)
|
|
33,834
|
|
|
24,626
|
|
|||
Accounts payable
|
|
1,558
|
|
|
(1,907
|
)
|
|
4,927
|
|
|||
Inter-company receivable/payable
|
|
1,056
|
|
|
(47
|
)
|
|
(390
|
)
|
|||
Income taxes receivable/payable from/to Parent
|
|
(2,110
|
)
|
|
973
|
|
|
15,266
|
|
|||
Accrued pension and other post-retirement benefits
|
|
1,994
|
|
|
(1,086
|
)
|
|
(878
|
)
|
|||
Other liabilities
|
|
(3,579
|
)
|
|
(2,057
|
)
|
|
(1,930
|
)
|
|||
Net cash provided
|
|
96,628
|
|
|
120,439
|
|
|
129,608
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(142,852
|
)
|
|
(116,354
|
)
|
|
(110,487
|
)
|
|||
Proceeds from sale of assets
|
|
88
|
|
|
9
|
|
|
34,324
|
|
|||
Other investments
|
|
(1,424
|
)
|
|
(1,553
|
)
|
|
(1,229
|
)
|
|||
Net cash used
|
|
(144,188
|
)
|
|
(117,898
|
)
|
|
(77,392
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of Common Shares to Parent
|
|
—
|
|
|
47,500
|
|
|
—
|
|
|||
Receipt of advances for and contributions in aid of construction
|
|
10,171
|
|
|
5,551
|
|
|
7,275
|
|
|||
Refunds on advances for construction
|
|
(5,005
|
)
|
|
(3,886
|
)
|
|
(3,889
|
)
|
|||
Retirement or repayments of long-term debt
|
|
(40,325
|
)
|
|
(326
|
)
|
|
(329
|
)
|
|||
Net change in inter-company borrowings
|
|
100,500
|
|
|
22,500
|
|
|
(26,500
|
)
|
|||
Dividends paid
|
|
(20,200
|
)
|
|
(68,850
|
)
|
|
(27,680
|
)
|
|||
Other
|
|
(1,367
|
)
|
|
(1,057
|
)
|
|
(1,088
|
)
|
|||
Net cash provided (used)
|
|
43,774
|
|
|
1,432
|
|
|
(52,211
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
|
(3,786
|
)
|
|
3,973
|
|
|
5
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of year
|
|
4,187
|
|
|
214
|
|
|
209
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of year
|
|
$
|
401
|
|
|
$
|
4,187
|
|
|
$
|
214
|
|
|
|
2019
|
|
2018
|
||||||||||||
(dollars in thousands)
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Long-term debt—GSWC (1)
|
|
$
|
284,699
|
|
|
$
|
376,467
|
|
|
$
|
324,978
|
|
|
$
|
387,889
|
|
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Long-term debt—GSWC
|
|
—
|
|
|
$
|
376,467
|
|
|
—
|
|
|
$
|
376,467
|
|
(dollar in thousands)
|
|
For The Year Ended December 31, 2019
|
|
For The Year Ended December 31, 2018
|
||||
Water:
|
|
|
|
|
||||
Tariff-based revenues
|
|
$
|
305,244
|
|
|
$
|
298,818
|
|
CPUC-approved surcharges (cost-recovery activities)
|
|
4,322
|
|
|
2,962
|
|
||
Other
|
|
2,006
|
|
|
1,813
|
|
||
Water revenues from contracts with customers
|
|
311,572
|
|
|
303,593
|
|
||
WRAM under/(over)-collection (alternative revenue program)
|
|
8,258
|
|
|
(8,335
|
)
|
||
Total water revenues
|
|
319,830
|
|
|
295,258
|
|
||
|
|
|
|
|
||||
Electric:
|
|
|
|
|
||||
Tariff-based revenues
|
|
36,628
|
|
|
34,501
|
|
||
CPUC-approved surcharges (cost-recovery activities)
|
|
410
|
|
|
214
|
|
||
Electric revenues from contracts with customers
|
|
37,038
|
|
|
34,715
|
|
||
BRRAM under/(over)-collection (alternative revenue program)
|
|
2,510
|
|
|
(365
|
)
|
||
Total electric revenues
|
|
39,548
|
|
|
34,350
|
|
||
|
|
|
|
|
||||
Contracted services:
|
|
|
|
|
||||
Water
|
|
59,868
|
|
|
62,273
|
|
||
Wastewater
|
|
54,623
|
|
|
44,935
|
|
||
Contracted services revenues from contracts with customers
|
|
114,491
|
|
|
107,208
|
|
||
|
|
|
|
|
||||
Total revenues
|
|
$
|
473,869
|
|
|
$
|
436,816
|
|
(dollar in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
|
||||
Unbilled receivables
|
|
$
|
10,467
|
|
|
$
|
5,696
|
|
Receivable from the U.S. government
|
|
$
|
64,819
|
|
|
$
|
61,126
|
|
Contract assets
|
|
$
|
15,631
|
|
|
$
|
24,447
|
|
Contract liabilities
|
|
$
|
11,167
|
|
|
$
|
7,530
|
|
|
|
December 31,
|
||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
||||
GSWC
|
|
|
|
|
|
|
||
Water Revenue Adjustment Mechanism and Modified Cost Balancing Account
|
|
$
|
22,535
|
|
|
$
|
17,763
|
|
Costs deferred for future recovery on Aerojet case
|
|
8,292
|
|
|
9,516
|
|
||
Pensions and other post-retirement obligations (Note 12)
|
|
40,693
|
|
|
33,124
|
|
||
Derivative unrealized loss (Note 5)
|
|
3,171
|
|
|
311
|
|
||
General rate case memorandum accounts
|
|
4,820
|
|
|
5,054
|
|
||
Other regulatory assets
|
|
18,842
|
|
|
18,440
|
|
||
Excess deferred income taxes (Note 11)
|
|
(79,886
|
)
|
|
(81,465
|
)
|
||
Flow-through taxes, net (Note 11)
|
|
(12,439
|
)
|
|
(15,273
|
)
|
||
Tax Cuts and Jobs Act ("Tax Act") memorandum accounts
|
|
—
|
|
|
(8,293
|
)
|
||
Various refunds to customers
|
|
(8,478
|
)
|
|
(7,517
|
)
|
||
Total
|
|
$
|
(2,450
|
)
|
|
$
|
(28,340
|
)
|
|
|
AWR
December 31, |
|
GSWC
December 31,
|
||||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Water
|
|
|
|
|
|
|
|
|
||||||||
Land
|
|
$
|
18,066
|
|
|
$
|
14,890
|
|
|
$
|
18,066
|
|
|
$
|
14,890
|
|
Intangible assets
|
|
28,578
|
|
|
29,412
|
|
|
28,578
|
|
|
29,413
|
|
||||
Source of water supply
|
|
91,685
|
|
|
91,349
|
|
|
91,685
|
|
|
91,349
|
|
||||
Pumping
|
|
178,058
|
|
|
182,673
|
|
|
178,058
|
|
|
182,673
|
|
||||
Water treatment
|
|
78,048
|
|
|
82,198
|
|
|
78,048
|
|
|
82,198
|
|
||||
Transmission and distribution
|
|
1,219,285
|
|
|
1,142,105
|
|
|
1,219,285
|
|
|
1,142,105
|
|
||||
Other
|
|
117,276
|
|
|
131,419
|
|
|
86,722
|
|
|
106,907
|
|
||||
|
|
1,730,996
|
|
|
1,674,046
|
|
|
1,700,442
|
|
|
1,649,535
|
|
||||
Electric
|
|
|
|
|
|
|
|
|
||||||||
Transmission and distribution
|
|
84,018
|
|
|
82,257
|
|
|
84,018
|
|
|
82,257
|
|
||||
Generation
|
|
12,583
|
|
|
12,583
|
|
|
12,583
|
|
|
12,583
|
|
||||
Other (1)
|
|
11,824
|
|
|
11,224
|
|
|
11,824
|
|
|
11,224
|
|
||||
|
|
108,425
|
|
|
106,064
|
|
|
108,425
|
|
|
106,064
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Less — accumulated depreciation
|
|
(543,263
|
)
|
|
(561,855
|
)
|
|
(531,801
|
)
|
|
(551,244
|
)
|
||||
Construction work in progress
|
|
119,547
|
|
|
78,055
|
|
|
117,676
|
|
|
76,737
|
|
||||
Net utility plant
|
|
$
|
1,415,705
|
|
|
$
|
1,296,310
|
|
|
$
|
1,394,742
|
|
|
$
|
1,281,092
|
|
|
|
|
|
|
|
|
Weighted Average
Amortization
|
|
AWR
December 31,
|
|
GSWC
December 31,
|
||||||||||||
(dollars in thousands)
|
|
Period
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conservation programs
|
|
3 years
|
|
$
|
9,486
|
|
|
$
|
9,486
|
|
|
$
|
9,486
|
|
|
$
|
9,486
|
|
Water and service rights (2)
|
|
30 years
|
|
8,695
|
|
|
8,695
|
|
|
8,124
|
|
|
8,124
|
|
||||
Water planning studies
|
|
14 years
|
|
11,808
|
|
|
12,641
|
|
|
11,808
|
|
|
12,641
|
|
||||
Total intangible assets
|
|
|
|
29,989
|
|
|
30,822
|
|
|
29,418
|
|
|
30,251
|
|
||||
Less — accumulated amortization
|
|
|
|
(24,309
|
)
|
|
(24,399
|
)
|
|
(24,166
|
)
|
|
(24,268
|
)
|
||||
Intangible assets, net of amortization
|
|
|
|
$
|
5,680
|
|
|
$
|
6,423
|
|
|
$
|
5,252
|
|
|
$
|
5,983
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets not subject to amortization (3)
|
|
|
|
$
|
402
|
|
|
$
|
422
|
|
|
$
|
402
|
|
|
$
|
404
|
|
|
|
|
|
|
|
|
Amortization
Expense
|
||
2020
|
|
$
|
90
|
|
2021
|
|
12
|
|
|
2022
|
|
12
|
|
|
2023
|
|
12
|
|
|
2024
|
|
12
|
|
|
Total
|
|
$
|
138
|
|
(dollars in thousands)
|
|
GSWC
|
||
Obligation at December 31, 2017
|
|
$
|
4,963
|
|
Additional liabilities incurred
|
|
256
|
|
|
Liabilities settled
|
|
(46
|
)
|
|
Accretion
|
|
55
|
|
|
Obligation at December 31, 2018
|
|
$
|
5,228
|
|
Additional liabilities incurred
|
|
271
|
|
|
Liabilities settled
|
|
(173
|
)
|
|
Accretion
|
|
86
|
|
|
Revision of previous estimates
|
|
3,451
|
|
|
Obligation at December 31, 2019
|
|
$
|
8,863
|
|
(dollars in thousands)
|
|
2019
|
|
2018
|
||||
Balance, at beginning of the period
|
|
$
|
(311
|
)
|
|
$
|
(2,941
|
)
|
Unrealized (loss) gain on purchased power contracts
|
|
(2,860
|
)
|
|
2,630
|
|
||
Balance, at end of the period
|
|
$
|
(3,171
|
)
|
|
$
|
(311
|
)
|
Basic:
|
|
For The Years Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
69,367
|
|
Less: (a) Distributed earnings to common shareholders
|
|
42,702
|
|
|
38,937
|
|
|
36,417
|
|
|||
Distributed earnings to participating securities
|
|
180
|
|
|
204
|
|
|
197
|
|
|||
Undistributed earnings
|
|
41,460
|
|
|
24,730
|
|
|
32,753
|
|
|||
|
|
|
|
|
|
|
||||||
(b) Undistributed earnings allocated to common shareholders
|
|
41,285
|
|
|
24,601
|
|
|
32,577
|
|
|||
Undistributed earnings allocated to participating securities
|
|
175
|
|
|
129
|
|
|
176
|
|
|||
Total income available to common shareholders, basic (a)+(b)
|
|
$
|
83,987
|
|
|
$
|
63,538
|
|
|
$
|
68,994
|
|
|
|
|
|
|
|
|
||||||
Weighted average Common Shares outstanding, basic
|
|
36,814
|
|
|
36,733
|
|
|
36,638
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.73
|
|
|
$
|
1.88
|
|
Diluted:
|
|
For The Years Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Common shareholders earnings, basic
|
|
$
|
83,987
|
|
|
$
|
63,538
|
|
|
$
|
68,994
|
|
Undistributed earnings for dilutive stock options and restricted stock units
|
|
175
|
|
|
129
|
|
|
176
|
|
|||
Total common shareholders earnings, diluted
|
|
$
|
84,162
|
|
|
$
|
63,667
|
|
|
$
|
69,170
|
|
|
|
|
|
|
|
|
||||||
Weighted average Common Shares outstanding, basic
|
|
36,814
|
|
|
36,733
|
|
|
36,638
|
|
|||
Stock-based compensation (1)
|
|
150
|
|
|
203
|
|
|
206
|
|
|||
Weighted average Common Shares outstanding, diluted
|
|
36,964
|
|
|
36,936
|
|
|
36,844
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Diluted earnings per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands, except percent)
|
|
2019
|
|
2018
|
||||
Balance Outstanding at December 31,
|
|
$
|
205,000
|
|
|
$
|
95,500
|
|
Interest Rate at December 31,
|
|
2.44
|
%
|
|
3.19
|
%
|
||
Average Amount Outstanding
|
|
$
|
167,392
|
|
|
$
|
69,559
|
|
Weighted Average Annual Interest Rate
|
|
2.88
|
%
|
|
2.66
|
%
|
||
Maximum Amount Outstanding
|
|
$
|
205,500
|
|
|
$
|
95,500
|
|
2020
|
$
|
344
|
|
2021
|
365
|
|
|
2022
|
392
|
|
|
2023
|
406
|
|
|
2024
|
425
|
|
|
Thereafter
|
282,767
|
|
|
Total
|
$
|
284,699
|
|
|
|
AWR
|
|
GSWC
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory-liability-related (1)
|
|
$
|
33,080
|
|
|
$
|
33,419
|
|
|
$
|
33,080
|
|
|
$
|
33,419
|
|
Contributions and advances
|
|
5,777
|
|
|
5,281
|
|
|
6,158
|
|
|
5,666
|
|
||||
Other
|
|
5,792
|
|
|
2,988
|
|
|
6,618
|
|
|
3,310
|
|
||||
Total deferred tax assets
|
|
$
|
44,649
|
|
|
$
|
41,688
|
|
|
$
|
45,856
|
|
|
$
|
42,395
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed assets
|
|
$
|
(144,444
|
)
|
|
$
|
(131,413
|
)
|
|
$
|
(147,759
|
)
|
|
$
|
(135,617
|
)
|
Regulatory-asset-related: depreciation and other
|
|
(20,641
|
)
|
|
(18,146
|
)
|
|
(20,641
|
)
|
|
(18,146
|
)
|
||||
Balancing and memorandum accounts (non-flow-through)
|
|
(4,868
|
)
|
|
(6,325
|
)
|
|
(5,262
|
)
|
|
(6,873
|
)
|
||||
Total deferred tax liabilities
|
|
(169,953
|
)
|
|
(155,884
|
)
|
|
(173,662
|
)
|
|
(160,636
|
)
|
||||
Accumulated deferred income taxes - net
|
|
$
|
(125,304
|
)
|
|
$
|
(114,196
|
)
|
|
$
|
(127,806
|
)
|
|
$
|
(118,241
|
)
|
|
|
AWR
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
12,507
|
|
|
$
|
17,252
|
|
|
$
|
20,978
|
|
State
|
|
5,540
|
|
|
6,538
|
|
|
5,844
|
|
|||
Total current tax expense
|
|
$
|
18,047
|
|
|
$
|
23,790
|
|
|
$
|
26,822
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
6,407
|
|
|
$
|
(4,334
|
)
|
|
$
|
11,543
|
|
State
|
|
216
|
|
|
(1,439
|
)
|
|
609
|
|
|||
Total deferred tax (benefit) expense
|
|
6,623
|
|
|
(5,773
|
)
|
|
12,152
|
|
|||
Total income tax expense
|
|
$
|
24,670
|
|
|
$
|
18,017
|
|
|
$
|
38,974
|
|
|
|
GSWC
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
9,616
|
|
|
$
|
14,488
|
|
|
$
|
15,044
|
|
State
|
|
5,480
|
|
|
5,932
|
|
|
5,045
|
|
|||
Total current tax expense
|
|
$
|
15,096
|
|
|
$
|
20,420
|
|
|
$
|
20,089
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
4,924
|
|
|
$
|
(5,531
|
)
|
|
$
|
11,770
|
|
State
|
|
157
|
|
|
(1,286
|
)
|
|
2,200
|
|
|||
Total deferred tax (benefit) expense
|
|
5,081
|
|
|
(6,817
|
)
|
|
13,970
|
|
|||
Total income tax expense
|
|
$
|
20,177
|
|
|
$
|
13,603
|
|
|
$
|
34,059
|
|
|
|
AWR
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal taxes on pretax income at statutory rate (21% in 2019 and 2018; 35% in 2017)
|
|
$
|
22,872
|
|
|
$
|
17,196
|
|
|
$
|
37,919
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|||||
State income tax, net of federal benefit
|
|
4,758
|
|
|
3,693
|
|
|
4,382
|
|
|||
Change in tax rate
|
|
—
|
|
|
(14
|
)
|
|
(82
|
)
|
|||
Excess deferred tax amortization
|
|
(1,579
|
)
|
|
(2,101
|
)
|
|
—
|
|
|||
Flow-through on fixed assets
|
|
1,244
|
|
|
429
|
|
|
845
|
|
|||
Flow-through on removal costs
|
|
(1,582
|
)
|
|
(1,445
|
)
|
|
(1,980
|
)
|
|||
Domestic production activities deduction
|
|
—
|
|
|
(26
|
)
|
|
(1,421
|
)
|
|||
Investment tax credit
|
|
(71
|
)
|
|
(69
|
)
|
|
(93
|
)
|
|||
Other – net
|
|
(972
|
)
|
|
354
|
|
|
(596
|
)
|
|||
Total income tax expense from operations
|
|
$
|
24,670
|
|
|
$
|
18,017
|
|
|
$
|
38,974
|
|
Pretax income from operations
|
|
$
|
109,012
|
|
|
$
|
81,888
|
|
|
$
|
108,341
|
|
Effective income tax rate
|
|
22.6
|
%
|
|
22.0
|
%
|
|
36.0
|
%
|
|
|
GSWC
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal taxes on pretax income at statutory rate (21% in 2019 and 2018; 35% in 2017)
|
|
$
|
18,236
|
|
|
$
|
12,939
|
|
|
$
|
30,736
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|||||
State income tax, net of federal benefit
|
|
4,656
|
|
|
3,335
|
|
|
4,924
|
|
|||
Change in tax rate
|
|
—
|
|
|
—
|
|
|
1,063
|
|
|||
Excess deferred tax amortization
|
|
(1,579
|
)
|
|
(2,101
|
)
|
|
—
|
|
|||
Flow-through on fixed assets
|
|
1,244
|
|
|
429
|
|
|
845
|
|
|||
Flow-through on removal costs
|
|
(1,582
|
)
|
|
(1,445
|
)
|
|
(1,980
|
)
|
|||
Domestic production activities deduction
|
|
—
|
|
|
(25
|
)
|
|
(1,148
|
)
|
|||
Investment tax credit
|
|
(71
|
)
|
|
(69
|
)
|
|
(93
|
)
|
|||
Other – net
|
|
(727
|
)
|
|
540
|
|
|
(288
|
)
|
|||
Total income tax expense from operations
|
|
$
|
20,177
|
|
|
$
|
13,603
|
|
|
$
|
34,059
|
|
Pretax income from operations
|
|
$
|
86,840
|
|
|
$
|
61,615
|
|
|
$
|
87,816
|
|
Effective income tax rate
|
|
23.2
|
%
|
|
22.1
|
%
|
|
38.8
|
%
|
|
|
Pension Benefits
|
|
Post-Retirement Medical
Benefits
|
||||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
|
$
|
196,082
|
|
|
$
|
207,690
|
|
|
$
|
7,886
|
|
|
$
|
8,491
|
|
Service cost
|
|
4,441
|
|
|
5,342
|
|
|
186
|
|
|
218
|
|
||||
Interest cost
|
|
8,527
|
|
|
7,646
|
|
|
285
|
|
|
292
|
|
||||
Plan amendment
|
|
—
|
|
|
3,626
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
|
29,784
|
|
|
(21,717
|
)
|
|
(538
|
)
|
|
(701
|
)
|
||||
Benefits/expenses paid
|
|
(6,982
|
)
|
|
(6,505
|
)
|
|
(424
|
)
|
|
(414
|
)
|
||||
Projected benefit obligation at end of year
|
|
$
|
231,852
|
|
|
$
|
196,082
|
|
|
$
|
7,395
|
|
|
$
|
7,886
|
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
162,529
|
|
|
$
|
173,648
|
|
|
$
|
10,010
|
|
|
$
|
11,053
|
|
Actual return on plan assets
|
|
33,018
|
|
|
(10,626
|
)
|
|
1,685
|
|
|
(629
|
)
|
||||
Employer contributions
|
|
3,913
|
|
|
6,012
|
|
|
170
|
|
|
—
|
|
||||
Benefits/expenses paid
|
|
(6,983
|
)
|
|
(6,505
|
)
|
|
(594
|
)
|
|
(414
|
)
|
||||
Fair value of plan assets at end of year
|
|
$
|
192,477
|
|
|
$
|
162,529
|
|
|
$
|
11,271
|
|
|
$
|
10,010
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funded Status:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net amount recognized as accrued pension cost
|
|
$
|
(39,375
|
)
|
|
$
|
(33,553
|
)
|
|
$
|
3,876
|
|
|
$
|
2,124
|
|
|
|
Pension Benefits
|
|
Post-Retirement
Medical Benefits
|
||||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Amounts recognized on the balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,876
|
|
|
$
|
2,124
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-current liabilities
|
|
(39,375
|
)
|
|
(33,553
|
)
|
|
—
|
|
|
—
|
|
||||
Net amount recognized
|
|
$
|
(39,375
|
)
|
|
$
|
(33,553
|
)
|
|
$
|
3,876
|
|
|
$
|
2,124
|
|
Amounts recognized in regulatory assets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost (credit)
|
|
$
|
3,191
|
|
|
$
|
3,626
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (gain) loss
|
|
37,309
|
|
|
31,587
|
|
|
(5,432
|
)
|
|
(4,459
|
)
|
||||
Regulatory assets (liabilities)
|
|
40,500
|
|
|
35,213
|
|
|
(5,432
|
)
|
|
(4,459
|
)
|
||||
Unfunded accrued pension cost
|
|
(1,125
|
)
|
|
(1,660
|
)
|
|
1,556
|
|
|
2,335
|
|
||||
Net liability (asset) recognized
|
|
$
|
39,375
|
|
|
$
|
33,553
|
|
|
$
|
(3,876
|
)
|
|
$
|
(2,124
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Changes in plan assets and benefit obligations recognized in regulatory assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Regulatory asset at beginning of year
|
|
$
|
35,213
|
|
|
$
|
32,761
|
|
|
$
|
(4,459
|
)
|
|
$
|
(5,650
|
)
|
Net loss (gain)
|
|
7,140
|
|
|
81
|
|
|
(1,775
|
)
|
|
421
|
|
||||
New prior service cost
|
|
—
|
|
|
3,626
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service (cost) credit
|
|
(434
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net gain (loss)
|
|
(1,419
|
)
|
|
(1,255
|
)
|
|
802
|
|
|
770
|
|
||||
Total change in regulatory asset
|
|
5,287
|
|
|
2,452
|
|
|
(973
|
)
|
|
1,191
|
|
||||
Regulatory asset (liability) at end of year
|
|
$
|
40,500
|
|
|
$
|
35,213
|
|
|
$
|
(5,432
|
)
|
|
$
|
(4,459
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net periodic pension costs
|
|
$
|
4,447
|
|
|
$
|
3,070
|
|
|
$
|
(779
|
)
|
|
$
|
(752
|
)
|
Change in regulatory asset
|
|
5,287
|
|
|
2,452
|
|
|
(973
|
)
|
|
1,191
|
|
||||
Total recognized in net periodic pension cost and regulatory asset (liability)
|
|
$
|
9,734
|
|
|
$
|
5,522
|
|
|
$
|
(1,752
|
)
|
|
$
|
439
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated amounts that will be amortized from regulatory asset over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service (cost) credit
|
|
$
|
(434
|
)
|
|
$
|
(434
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net gain (loss)
|
|
$
|
(1,768
|
)
|
|
$
|
(1,435
|
)
|
|
$
|
796
|
|
|
$
|
598
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additional year-end information for plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
231,852
|
|
|
$
|
196,082
|
|
|
$
|
7,395
|
|
|
$
|
7,886
|
|
Accumulated benefit obligation
|
|
$
|
215,996
|
|
|
$
|
183,036
|
|
|
N/A
|
|
N/A
|
||||
Fair value of plan assets
|
|
$
|
192,477
|
|
|
$
|
162,529
|
|
|
$
|
11,271
|
|
|
$
|
10,010
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
|
3.43
|
%
|
|
4.43
|
%
|
|
3.12
|
%
|
|
4.20
|
%
|
||||
Rate of compensation increase
|
|
*
|
|
|
*
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
Post-Retirement
Medical Benefits
|
||||||||||||||||||||
(dollars in thousands, except percent)
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of Net Periodic Benefits Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
4,441
|
|
|
$
|
5,342
|
|
|
$
|
4,999
|
|
|
$
|
186
|
|
|
$
|
218
|
|
|
$
|
227
|
|
Interest cost
|
|
8,527
|
|
|
7,646
|
|
|
7,904
|
|
|
285
|
|
|
292
|
|
|
324
|
|
||||||
Expected return on plan assets
|
|
(10,374
|
)
|
|
(11,172
|
)
|
|
(9,705
|
)
|
|
(449
|
)
|
|
(493
|
)
|
|
(466
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial (gain) loss
|
|
1,419
|
|
|
1,254
|
|
|
923
|
|
|
(801
|
)
|
|
(769
|
)
|
|
(775
|
)
|
||||||
Net periodic pension cost under accounting standards
|
|
$
|
4,447
|
|
|
$
|
3,070
|
|
|
$
|
4,121
|
|
|
$
|
(779
|
)
|
|
$
|
(752
|
)
|
|
$
|
(690
|
)
|
Regulatory adjustment
|
|
(593
|
)
|
|
—
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total expense recognized, before surcharges and allocation to overhead pool
|
|
$
|
3,854
|
|
|
$
|
3,070
|
|
|
$
|
4,586
|
|
|
$
|
(779
|
)
|
|
$
|
(752
|
)
|
|
$
|
(690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions used to determine net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.43
|
%
|
|
3.76
|
%
|
|
4.44
|
%
|
|
4.20
|
%
|
|
3.52
|
%
|
|
3.97
|
%
|
||||||
Expected long-term return on plan assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
||||||
Rate of compensation increase
|
|
**
|
|
|
**
|
|
|
**
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Post-Retirement
Medical Benefits
|
||||||||
Asset Category
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Actual Asset Allocations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
56
|
%
|
|
53
|
%
|
|
61
|
%
|
|
59
|
%
|
Debt securities
|
|
39
|
%
|
|
43
|
%
|
|
38
|
%
|
|
39
|
%
|
Real Estate Funds
|
|
5
|
%
|
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
Cash equivalents
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Target Asset Allocations for 2019:
|
|
Pension Benefits
|
|
Post-retirement
Medical Benefits
|
||
Equity securities
|
|
60
|
%
|
|
60
|
%
|
Debt securities
|
|
40
|
%
|
|
40
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
Net Asset Value as of December 31, 2019
|
|||||||||
(dollars in thousands)
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
|||
Cash equivalents
|
|
$
|
600
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Fixed income fund
|
|
74,123
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||
U.S. small/mid cap funds
|
|
17,865
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
U.S. large cap funds
|
|
47,132
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
International funds
|
|
43,778
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Total equity funds
|
|
108,775
|
|
|
—
|
|
|
|
|
|
|
Real estate funds
|
|
8,979
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Total
|
|
$
|
192,477
|
|
|
—
|
|
|
|
|
|
|
|
Net Asset Value as of December 31, 2018
|
|||||||||
(dollars in thousands)
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
|||
Cash equivalents
|
|
$
|
590
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Fixed income fund
|
|
70,642
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|||
U.S. small/mid cap funds
|
|
22,313
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
U.S. large cap funds
|
|
46,133
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
International funds
|
|
15,548
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Total equity funds
|
|
83,994
|
|
|
|
|
|
|
|
|
|
Real estate funds
|
|
7,303
|
|
|
—
|
|
|
Daily
|
|
Daily
|
|
Total
|
|
$
|
162,529
|
|
|
—
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2019
|
||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Fair Value of Post-Retirement Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash equivalents
|
|
$
|
69
|
|
|
—
|
|
|
—
|
|
|
$
|
69
|
|
Fixed income
|
|
4,279
|
|
|
—
|
|
|
—
|
|
|
4,279
|
|
||
U.S. equity securities
|
|
6,923
|
|
|
—
|
|
|
—
|
|
|
6,923
|
|
||
Total investments measured at fair value
|
|
$
|
11,271
|
|
|
—
|
|
|
—
|
|
|
$
|
11,271
|
|
|
|
Fair Value as of December 31, 2018
|
||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Fair Value of Post-Retirement Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash equivalents
|
|
$
|
263
|
|
|
—
|
|
|
—
|
|
|
$
|
263
|
|
Fixed income
|
|
3,871
|
|
|
—
|
|
|
—
|
|
|
3,871
|
|
||
U.S. equity securities
|
|
5,876
|
|
|
—
|
|
|
—
|
|
|
5,876
|
|
||
Total investments measured at fair value
|
|
$
|
10,010
|
|
|
—
|
|
|
—
|
|
|
$
|
10,010
|
|
|
Pension Benefits
|
|
Post-Retirement
Medical Benefits
|
||||
2020
|
$
|
7,910
|
|
|
$
|
526
|
|
2021
|
8,574
|
|
|
599
|
|
||
2022
|
9,263
|
|
|
642
|
|
||
2023
|
9,839
|
|
|
677
|
|
||
2024
|
10,441
|
|
|
652
|
|
||
Thereafter
|
60,621
|
|
|
2,607
|
|
||
Total
|
$
|
106,648
|
|
|
$
|
5,703
|
|
(dollars in thousands)
|
|
1-Percentage-Point
Increase
|
|
1-Percentage-Point
Decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
34
|
|
|
$
|
(29
|
)
|
Effect on post-retirement benefit obligation
|
|
$
|
749
|
|
|
$
|
(645
|
)
|
|
|
Fair Value as of December 31, 2019
|
||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Fair Value of Assets held in Rabbi Trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash equivalents
|
|
$
|
72
|
|
|
—
|
|
|
—
|
|
|
$
|
72
|
|
Fixed income securities
|
|
8,427
|
|
|
—
|
|
|
—
|
|
|
8,427
|
|
||
Equity securities
|
|
13,054
|
|
|
—
|
|
|
—
|
|
|
13,054
|
|
||
Total investments measured at fair value
|
|
$
|
21,553
|
|
|
—
|
|
|
—
|
|
|
$
|
21,553
|
|
|
|
Fair Value as of December 31, 2018
|
||||||||||||
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
Fair Value of Assets held in Rabbi Trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash equivalents
|
|
$
|
166
|
|
|
—
|
|
|
—
|
|
|
$
|
166
|
|
Fixed income securities
|
|
6,251
|
|
|
—
|
|
|
—
|
|
|
6,251
|
|
||
Equity securities
|
|
9,995
|
|
|
—
|
|
|
—
|
|
|
9,995
|
|
||
Total investments measured at fair value
|
|
$
|
16,412
|
|
|
—
|
|
|
—
|
|
|
$
|
16,412
|
|
(dollars in thousands)
|
|
2019
|
|
2018
|
||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
||
Benefit obligation at beginning of year
|
|
$
|
24,517
|
|
|
$
|
24,062
|
|
Service cost
|
|
1,193
|
|
|
1,096
|
|
||
Interest cost
|
|
1,069
|
|
|
888
|
|
||
Actuarial (gain) loss
|
|
3,419
|
|
|
(1,104
|
)
|
||
Benefits paid
|
|
(495
|
)
|
|
(425
|
)
|
||
Benefit obligation at end of year
|
|
$
|
29,703
|
|
|
$
|
24,517
|
|
Changes in Plan Assets:
|
|
|
|
|
|
|
||
Fair value of plan assets at beginning and end of year
|
|
—
|
|
|
—
|
|
||
Funded Status:
|
|
|
|
|
|
|
||
Net amount recognized as accrued cost
|
|
$
|
(29,703
|
)
|
|
$
|
(24,517
|
)
|
(in thousands)
|
|
2019
|
|
2018
|
||||
Amounts recognized on the balance sheets:
|
|
|
|
|
|
|
||
Current liabilities
|
|
$
|
(609
|
)
|
|
$
|
(433
|
)
|
Non-current liabilities
|
|
(29,094
|
)
|
|
(24,084
|
)
|
||
Net amount recognized
|
|
$
|
(29,703
|
)
|
|
$
|
(24,517
|
)
|
Amounts recognized in regulatory assets consist of:
|
|
|
|
|
|
|
||
Prior service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
Net loss
|
|
8,352
|
|
|
5,403
|
|
||
Regulatory assets
|
|
8,352
|
|
|
5,403
|
|
||
Unfunded accrued cost
|
|
21,351
|
|
|
19,114
|
|
||
Net liability recognized
|
|
$
|
29,703
|
|
|
$
|
24,517
|
|
|
|
|
|
|
||||
Changes in plan assets and benefit obligations recognized in regulatory assets consist of:
|
|
|
|
|
|
|
||
Regulatory asset at beginning of year
|
|
$
|
5,403
|
|
|
$
|
7,556
|
|
Net (gain) loss
|
|
3,419
|
|
|
(1,104
|
)
|
||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
||
Amortization of net loss
|
|
(470
|
)
|
|
(1,049
|
)
|
||
Total change in regulatory asset
|
|
2,949
|
|
|
(2,153
|
)
|
||
Regulatory asset at end of year
|
|
$
|
8,352
|
|
|
$
|
5,403
|
|
|
|
|
|
|
||||
Net periodic pension cost
|
|
$
|
2,733
|
|
|
$
|
3,033
|
|
Change in regulatory asset
|
|
2,949
|
|
|
(2,153
|
)
|
||
Total recognized in net periodic pension and regulatory asset
|
|
$
|
5,682
|
|
|
$
|
880
|
|
|
|
|
|
|
||||
Estimated amounts that will be amortized from regulatory asset over the next fiscal year:
|
|
|
|
|
|
|
||
Initial net asset (obligation)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
||
Net loss
|
|
(844
|
)
|
|
(471
|
)
|
||
Additional year-end information for plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
||
Projected benefit obligation
|
|
$
|
29,703
|
|
|
$
|
24,517
|
|
Accumulated benefit obligation
|
|
26,251
|
|
|
21,229
|
|
||
Fair value of plan assets
|
|
—
|
|
|
—
|
|
||
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
||
Discount rate
|
|
3.36
|
%
|
|
4.40
|
%
|
||
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
(dollars in thousands, except percent)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Components of Net Periodic Benefits Cost:
|
|
|
|
|
|
|
|
|
|
|||
Service cost
|
|
$
|
1,193
|
|
|
$
|
1,096
|
|
|
$
|
930
|
|
Interest cost
|
|
1,069
|
|
|
888
|
|
|
893
|
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
12
|
|
|||
Amortization of net loss
|
|
471
|
|
|
1,049
|
|
|
777
|
|
|||
Net periodic pension cost
|
|
$
|
2,733
|
|
|
$
|
3,033
|
|
|
$
|
2,612
|
|
|
|
|
|
|
|
|
||||||
Weighted-average assumptions used to determine net periodic cost:
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.40
|
%
|
|
3.72
|
%
|
|
4.34
|
%
|
|||
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
2020
|
$
|
609
|
|
2021
|
830
|
|
|
2022
|
932
|
|
|
2023
|
1,624
|
|
|
2024
|
1,704
|
|
|
Thereafter
|
10,117
|
|
|
Total
|
$
|
15,816
|
|
|
|
AWR
|
|
GSWC
|
||||||||||||||||||||
|
|
For The Years Ended December 31,
|
|
For The Years Ended December 31,
|
||||||||||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Stock-based compensation related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock units
|
|
$
|
2,517
|
|
|
$
|
3,851
|
|
|
$
|
2,885
|
|
|
$
|
2,253
|
|
|
$
|
3,397
|
|
|
$
|
2,420
|
|
Total stock-based compensation expense
|
|
$
|
2,517
|
|
|
$
|
3,851
|
|
|
$
|
2,885
|
|
|
$
|
2,253
|
|
|
$
|
3,397
|
|
|
$
|
2,420
|
|
|
Number of
Restricted Share
Units
|
|
Weighted Average
Grant-Date Value
|
|||
Restricted share units at January 1, 2019
|
102,235
|
|
|
$
|
34.73
|
|
Granted
|
23,550
|
|
|
67.57
|
|
|
Vested
|
(48,017
|
)
|
|
30.99
|
|
|
Forfeited
|
(2,697
|
)
|
|
48.64
|
|
|
Restricted share units at December 31, 2019
|
75,071
|
|
|
$
|
46.92
|
|
|
Number of
Performance awards |
|
Weighted Average
Grant-Date Value |
|||
Performance awards at January 1, 2019
|
95,661
|
|
|
$
|
45.36
|
|
Granted
|
22,035
|
|
|
65.86
|
|
|
Performance criteria adjustment
|
1,772
|
|
|
38.14
|
|
|
Vested
|
(33,080
|
)
|
|
41.15
|
|
|
Forfeited
|
(1,739
|
)
|
|
61.74
|
|
|
Performance awards at December 31, 2019
|
84,649
|
|
|
$
|
51.85
|
|
2020
|
$
|
417
|
|
2021
|
417
|
|
|
2022
|
417
|
|
|
2023
|
417
|
|
|
2024
|
417
|
|
|
Thereafter
|
2,031
|
|
|
Total
|
$
|
4,116
|
|
|
For The Year Ended December 31, 2019
|
||
|
|
||
Operating lease costs
|
$
|
3,166
|
|
Short-term lease costs
|
159
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
7.24
|
|
|
Weighted-average discount rate
|
3.5
|
%
|
|
|
|
||
Non-cash transactions
|
|
||
Lease liabilities arising from obtaining right-of-use assets
|
$
|
18,034
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
2020
|
$
|
2,709
|
|
|
$
|
2,530
|
|
2021
|
2,533
|
|
|
1,497
|
|
||
2022
|
2,217
|
|
|
1,007
|
|
||
2023
|
1,779
|
|
|
546
|
|
||
2024
|
1,499
|
|
|
293
|
|
||
Thereafter
|
5,246
|
|
|
311
|
|
||
Total lease payments
|
15,983
|
|
|
$
|
6,184
|
|
|
Less: imputed interest
|
2,395
|
|
|
|
|||
Total lease obligations
|
13,588
|
|
|
|
|||
Less: current obligations
|
1,849
|
|
|
|
|||
Long-term lease obligations
|
$
|
11,739
|
|
|
|
|
|
As Of And For The Year Ended December 31, 2019
|
||||||||||||||||||
|
|
GSWC
|
|
|
|
AWR
|
|
Consolidated
|
||||||||||||
(dollars in thousands)
|
|
Water
|
|
Electric
|
|
ASUS
|
|
Parent
|
|
AWR
|
||||||||||
Operating revenues
|
|
$
|
319,830
|
|
|
$
|
39,548
|
|
|
$
|
114,491
|
|
|
$
|
—
|
|
|
$
|
473,869
|
|
Operating income (loss)
|
|
93,895
|
|
|
11,197
|
|
|
21,990
|
|
|
(9
|
)
|
|
127,073
|
|
|||||
Interest expense, net
|
|
20,304
|
|
|
1,228
|
|
|
(734
|
)
|
|
539
|
|
|
21,337
|
|
|||||
Utility Plant
|
|
1,322,062
|
|
|
72,680
|
|
|
20,963
|
|
|
—
|
|
|
1,415,705
|
|
|||||
Depreciation and amortization expense (1)
|
|
29,956
|
|
|
2,485
|
|
|
2,956
|
|
|
—
|
|
|
35,397
|
|
|||||
Income tax expense/(benefit)
|
|
17,295
|
|
|
2,882
|
|
|
5,202
|
|
|
(709
|
)
|
|
24,670
|
|
|||||
Capital additions
|
|
131,353
|
|
|
11,499
|
|
|
9,088
|
|
|
—
|
|
|
151,940
|
|
|
|
As Of And For The Year Ended December 31, 2018
|
||||||||||||||||||
|
|
GSWC
|
|
|
|
AWR
|
|
Consolidated
|
||||||||||||
(dollars in thousands)
|
|
Water
|
|
Electric
|
|
ASUS
|
|
Parent
|
|
AWR
|
||||||||||
Operating revenues
|
|
$
|
295,258
|
|
|
$
|
34,350
|
|
|
$
|
107,208
|
|
|
$
|
—
|
|
|
$
|
436,816
|
|
Operating income
|
|
74,342
|
|
|
6,220
|
|
|
20,414
|
|
|
7
|
|
|
100,983
|
|
|||||
Interest expense, net
|
|
18,403
|
|
|
1,328
|
|
|
(327
|
)
|
|
451
|
|
|
19,855
|
|
|||||
Utility Plant
|
|
1,218,468
|
|
|
62,624
|
|
|
15,218
|
|
|
—
|
|
|
1,296,310
|
|
|||||
Depreciation and amortization expense (1)
|
|
36,137
|
|
|
2,258
|
|
|
2,030
|
|
|
—
|
|
|
40,425
|
|
|||||
Income tax expense/(benefit)
|
|
12,391
|
|
|
1,212
|
|
|
4,939
|
|
|
(525
|
)
|
|
18,017
|
|
|||||
Capital additions
|
|
110,934
|
|
|
5,420
|
|
|
10,207
|
|
|
—
|
|
|
126,561
|
|
|
|
As Of And For The Year Ended December 31, 2017
|
||||||||||||||||||
|
|
GSWC
|
|
|
|
AWR
|
|
Consolidated
|
||||||||||||
(dollars in thousands)
|
|
Water
|
|
Electric
|
|
ASUS
|
|
Parent
|
|
AWR
|
||||||||||
Operating revenues
|
|
$
|
306,332
|
|
|
$
|
33,969
|
|
|
$
|
100,302
|
|
|
$
|
—
|
|
|
$
|
440,603
|
|
Operating income (loss)
|
|
98,678
|
|
|
7,193
|
|
|
21,320
|
|
|
(96
|
)
|
|
127,095
|
|
|||||
Interest expense, net
|
|
18,909
|
|
|
1,380
|
|
|
255
|
|
|
248
|
|
|
20,792
|
|
|||||
Utility Plant
|
|
1,137,995
|
|
|
59,945
|
|
|
7,052
|
|
|
—
|
|
|
1,204,992
|
|
|||||
Depreciation and amortization expense (1)
|
|
35,706
|
|
|
2,146
|
|
|
1,179
|
|
|
—
|
|
|
39,031
|
|
|||||
Income tax expense/(benefit)
|
|
32,212
|
|
|
1,847
|
|
|
7,136
|
|
|
(2,221
|
)
|
|
38,974
|
|
|||||
Capital additions
|
|
104,546
|
|
|
5,941
|
|
|
2,639
|
|
|
—
|
|
|
113,126
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Total utility plant
|
|
$
|
1,415,705
|
|
|
$
|
1,296,310
|
|
Other assets
|
|
225,626
|
|
|
205,123
|
|
||
Total consolidated assets
|
|
$
|
1,641,331
|
|
|
$
|
1,501,433
|
|
|
|
AWR
|
||||||||||
|
|
December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
951
|
|
|
$
|
1,041
|
|
|
$
|
764
|
|
Provision charged to expense
|
|
609
|
|
|
841
|
|
|
989
|
|
|||
Accounts written off, net of recoveries
|
|
(644
|
)
|
|
(931
|
)
|
|
(712
|
)
|
|||
Balance at end of year
|
|
$
|
916
|
|
|
$
|
951
|
|
|
$
|
1,041
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts related to accounts receivable-customer
|
|
$
|
857
|
|
|
$
|
892
|
|
|
$
|
806
|
|
Allowance for doubtful accounts related to other accounts receivable
|
|
59
|
|
|
59
|
|
|
235
|
|
|||
Total allowance for doubtful accounts
|
|
$
|
916
|
|
|
$
|
951
|
|
|
$
|
1,041
|
|
|
|
GSWC
|
||||||||||
|
|
December 31,
|
||||||||||
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
951
|
|
|
$
|
865
|
|
|
$
|
761
|
|
Provision charged to expense
|
|
607
|
|
|
850
|
|
|
816
|
|
|||
Accounts written off, net of recoveries
|
|
(642
|
)
|
|
(764
|
)
|
|
(712
|
)
|
|||
Balance at end of year
|
|
$
|
916
|
|
|
$
|
951
|
|
|
$
|
865
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts related to accounts receivable-customer
|
|
$
|
857
|
|
|
$
|
892
|
|
|
$
|
806
|
|
Allowance for doubtful accounts related to other accounts receivable
|
|
59
|
|
|
59
|
|
|
59
|
|
|||
Total allowance for doubtful accounts
|
|
$
|
916
|
|
|
$
|
951
|
|
|
$
|
865
|
|
|
AWR
|
|
GSWC
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Taxes and Interest Paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income taxes paid, net
|
$
|
22,496
|
|
|
$
|
21,084
|
|
|
$
|
13,615
|
|
|
$
|
17,206
|
|
|
$
|
19,448
|
|
|
$
|
4,822
|
|
Interest paid, net of capitalized interest
|
25,080
|
|
|
23,471
|
|
|
22,762
|
|
|
23,925
|
|
|
22,721
|
|
|
22,285
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-Cash Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accrued payables for investment in utility plant
|
$
|
23,736
|
|
|
$
|
27,403
|
|
|
$
|
20,131
|
|
|
$
|
23,736
|
|
|
$
|
27,403
|
|
|
$
|
20,128
|
|
Property installed by developers and conveyed
|
6,220
|
|
|
2,082
|
|
|
2,082
|
|
|
6,220
|
|
|
2,082
|
|
|
2,082
|
|
|
|
AWR
|
||||||||||||||||||
|
|
For The Year Ended December 31, 2019
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter |
|
Second
Quarter (1) |
|
Third
Quarter (2)
|
|
Fourth
Quarter |
|
Year
|
||||||||||
Operating revenues
|
|
$
|
101,733
|
|
|
$
|
124,647
|
|
|
$
|
134,496
|
|
|
$
|
112,993
|
|
|
$
|
473,869
|
|
Operating income
|
|
20,195
|
|
|
39,430
|
|
|
42,724
|
|
|
24,724
|
|
|
127,073
|
|
|||||
Net income
|
|
12,852
|
|
|
26,784
|
|
|
28,006
|
|
|
16,700
|
|
|
84,342
|
|
|||||
Basic earnings per share
|
|
0.35
|
|
|
0.72
|
|
|
0.76
|
|
|
0.45
|
|
|
2.28
|
|
|||||
Diluted earnings per share
|
|
0.35
|
|
|
0.72
|
|
|
0.76
|
|
|
0.45
|
|
|
2.28
|
|
|
|
GSWC
|
||||||||||||||||||
|
|
For The Year Ended December 31, 2019
|
||||||||||||||||||
(in thousands)
|
|
First
Quarter |
|
Second
Quarter (1) |
|
Third
Quarter (2) |
|
Fourth
Quarter |
|
Year
|
||||||||||
Operating revenues
|
|
$
|
75,352
|
|
|
$
|
95,548
|
|
|
$
|
107,245
|
|
|
$
|
81,233
|
|
|
$
|
359,378
|
|
Operating income
|
|
15,327
|
|
|
34,037
|
|
|
36,982
|
|
|
18,746
|
|
|
105,092
|
|
|||||
Net income
|
|
9,022
|
|
|
22,298
|
|
|
23,362
|
|
|
11,981
|
|
|
66,663
|
|
|
|
AWR
|
||||||||||||||||||
|
|
For The Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter |
|
Third
Quarter
|
|
Fourth
Quarter |
|
Year
|
||||||||||
Operating revenues
|
|
$
|
94,728
|
|
|
$
|
106,901
|
|
|
$
|
124,182
|
|
|
$
|
111,005
|
|
|
$
|
436,816
|
|
Operating income
|
|
18,691
|
|
|
25,568
|
|
|
33,975
|
|
|
22,749
|
|
|
100,983
|
|
|||||
Net income
|
|
10,782
|
|
|
16,348
|
|
|
22,952
|
|
|
13,789
|
|
|
63,871
|
|
|||||
Basic earnings per share *
|
|
0.29
|
|
|
0.44
|
|
|
0.62
|
|
|
0.37
|
|
|
1.73
|
|
|||||
Diluted earnings per share
|
|
0.29
|
|
|
0.44
|
|
|
0.62
|
|
|
0.37
|
|
|
1.72
|
|
|
|
GSWC
|
||||||||||||||||||
|
|
For The Year Ended December 31, 2018
|
||||||||||||||||||
(in thousands)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter
|
|
Fourth
Quarter |
|
Year
|
||||||||||
Operating revenues
|
|
$
|
74,244
|
|
|
$
|
84,574
|
|
|
$
|
95,564
|
|
|
$
|
75,226
|
|
|
$
|
329,608
|
|
Operating income
|
|
16,297
|
|
|
22,645
|
|
|
27,540
|
|
|
14,080
|
|
|
80,562
|
|
|||||
Net income
|
|
8,890
|
|
|
13,648
|
|
|
17,919
|
|
|
7,555
|
|
|
48,012
|
|
(1)
|
The second quarter of 2019 includes approximately $4.0 million of operating income related to the first quarter of 2019 as a result of the final CPUC decision on the water general rate case, which was received in May 2019 and was retroactive to January 1, 2019.
|
(2)
|
The third quarter of 2019 includes the retroactive impact of the final decision on the electric general rate case approved by the CPUC in August 2019, which was retroactive to January 1, 2018. Included in the third quarter of 2019 results are approximately $1.4 million of pretax income related to the first two quarters of 2019 and approximately $2.3 million of pretax income related to 2018.
|
Plan Category
|
Number of securities
to be issued upon exercise of
outstanding options,
warrants and rights(1)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights(2)
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in the first column)(3)
|
Equity compensation plans approved by shareholders
|
154,936
|
$16.68
|
1,993,901
|
Equity compensation plans not approved by shareholders
|
—
|
—
|
—
|
Total
|
154,936
|
$16.68
|
1,993,901
|
(1)
|
Amount shown in this column consists of 2,412 options outstanding under the 2008 employee plan and 35,836 time-vested restricted stock units outstanding under the 2016 employee plan (including dividend equivalents thereon with respect to declared dividends), 77,453 performance awards at the maximum level (including dividend equivalents thereon with respect to declared dividends) outstanding under the 2016 employee plan and 39,235 restricted stock units (including dividend equivalents thereon with respect to declared dividends) outstanding under the 2003 directors plan
|
(2)
|
Amount shown in this column is for options granted only.
|
(3)
|
Amount shown in this column consists of 194,152 shares available under the 2003 directors plan, 119,712 shares available under the 2013 directors plan, 503,523 shares available under the 2008 employee plan and 1,176,514 shares available under the 2016 employee plan. The only shares that may be issued under the 2003 directors plan are pursuant to dividend equivalent rights on dividends not yet declared with respect to restricted stock units granted under the 2003 directors plan. No additional stock awards may be granted under the 2003 directors plan or the 2008 employee plan.
|
See page
|
114.
|
(b)
|
Exhibits:
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
10.1
|
|
Second Sublease dated October 5, 1984 between Golden State Water Company and Three Valleys Municipal Water District incorporated herein by reference to Registrant's Registration Statement on Form S-2, Registration No. 33-5151
|
|
|
|
10.2
|
|
Note Agreement dated as of May 15, 1991 between Golden State Water Company and Transamerica Occidental Life Insurance Company incorporated herein by reference to Registrant's Form 10-Q with respect to the quarter ended June 30, 1991 (File No. 1-14431)
|
|
|
|
10.3
|
|
Schedule of omitted Note Agreements, dated May 15, 1991, between Golden State Water Company and Transamerica Annuity Life Insurance Company, and Golden State Water Company and First Colony Life Insurance Company incorporated herein by reference to Registrant's Form 10-Q with respect to the quarter ended June 30, 1991 (File No. 1-14431)
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
Agreement for Financing Capital Improvement dated as of June 2, 1992 between Golden State Water Company and Three Valleys Municipal Water District incorporated herein by reference to Registrant's Form 10-K with respect to the year ended December 31, 1992 (File No. 1-14431)
|
|
|
|
10.6
|
|
Water Supply Agreement dated as of June 1, 1994 between Golden State Water Company and Central Coast Water Authority incorporated herein by reference to Exhibit 10.15 of Registrant's Form 10-K with respect to the year ended December 31, 1994 (File No. 1-14431)
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
21
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.1.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
31.2.1
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema (3)
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase (3)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase (3)
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase (3)
|
|
|
|
104
|
|
Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
AMERICAN STATES WATER COMPANY (“AWR”):
|
|
|
|
|
By:
|
/s/ EVA G. TANG
|
|
|
Eva G. Tang
|
|
|
Senior Vice President-Finance, Chief Financial
|
|
|
Officer, Treasurer and Corporate Secretary
|
|
|
|
|
|
GOLDEN STATE WATER COMPANY (“GSWC”):
|
|
|
|
|
By:
|
/s/ EVA G. TANG
|
|
|
Eva G. Tang
|
|
|
Senior Vice President-Finance, Chief Financial
|
|
|
Officer and Secretary
|
|
|
|
|
Date:
|
February 24, 2020
|
|
|
Date:
|
|
|
/s/ ANNE M. HOLLOWAY
|
|
|
|
February 24, 2020
|
Anne M. Holloway
|
|
|
|
|
Chairman of the Board and Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. SPROWLS
|
|
|
|
February 24, 2020
|
Robert J. Sprowls
|
|
|
|
|
Principal Executive Officer, President and Chief Executive Officer of AWR and GSWC and Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ EVA G. TANG
|
|
|
|
February 24, 2020
|
Eva G. Tang
|
|
|
|
|
Principal Financial and Accounting Officer, Senior Vice President-Finance, Chief Financial Officer, Treasurer and Corporate Secretary of AWR; and Principal Financial and Accounting Officer, Senior Vice President-Finance, Chief Financial Officer and Secretary of GSWC
|
|
|
|
|
|
|
|
|
|
/s/ JAMES L. ANDERSON
|
|
|
|
February 24, 2020
|
James L. Anderson
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/SARAH. J. ANDERSON
|
|
|
|
February 24, 2020
|
Sarah. J. Anderson
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ DIANA M. BONTÁ
|
|
|
|
February 24, 2020
|
Diana M. Bontá
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ JOHN R. FIELDER
|
|
|
|
February 24, 2020
|
John R. Fielder
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ MARY ANN HOPKINS
|
|
|
|
February 24, 2020
|
Mary Ann Hopkins
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ JAMES F. MCNULTY
|
|
|
|
February 24, 2020
|
James F. McNulty
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
|
|
|
/s/ JANICE F. WILKINS
|
|
|
|
February 24, 2020
|
Janice F. Wilkins
|
|
|
|
|
Director of AWR and GSWC
|
|
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
310
|
|
|
$
|
34
|
|
Intercompany note receivables
|
|
185,094
|
|
|
76,072
|
|
||
Total current assets
|
|
185,404
|
|
|
76,106
|
|
||
|
|
|
|
|
||||
Investments in subsidiaries
|
|
616,725
|
|
|
574,330
|
|
||
Deferred taxes and other assets
|
|
9,548
|
|
|
8,769
|
|
||
Total assets
|
|
$
|
811,677
|
|
|
$
|
659,205
|
|
|
|
|
|
|
||||
Liabilities and Capitalization
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Notes payable to bank
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Income taxes payable
|
|
3,259
|
|
|
3,672
|
|
||
Other liabilities
|
|
274
|
|
|
291
|
|
||
Total current liabilities
|
|
8,533
|
|
|
3,963
|
|
||
|
|
|
|
|
||||
Notes payable to bank
|
|
200,000
|
|
|
$
|
95,500
|
|
|
Deferred taxes and other liabilities
|
|
1,614
|
|
|
1,519
|
|
||
Total other liabilities
|
|
201,614
|
|
|
97,019
|
|
||
|
|
|
|
|
||||
Common shareholders’ equity
|
|
601,530
|
|
|
558,223
|
|
||
Total capitalization
|
|
601,530
|
|
|
558,223
|
|
||
|
|
|
|
|
||||
Total liabilities and capitalization
|
|
$
|
811,677
|
|
|
$
|
659,205
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues and other income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating expenses and other expenses
|
|
314
|
|
|
305
|
|
|
344
|
|
|||
Income before equity in earnings of subsidiaries and income taxes
|
|
(314
|
)
|
|
(305
|
)
|
|
(344
|
)
|
|||
|
|
|
|
|
|
|
||||||
Equity in earnings of subsidiaries
|
|
83,947
|
|
|
63,651
|
|
|
67,490
|
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
83,633
|
|
|
63,346
|
|
|
67,146
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax benefit
|
|
(709
|
)
|
|
(525
|
)
|
|
(2,221
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
84,342
|
|
|
$
|
63,871
|
|
|
$
|
69,367
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Common Shares Outstanding
|
|
36,814
|
|
|
36,733
|
|
|
36,638
|
|
|||
Basic Earnings Per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.73
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Number of Diluted Common Shares Outstanding
|
|
36,964
|
|
|
36,936
|
|
|
36,844
|
|
|||
Fully Diluted Earnings per Common Share
|
|
$
|
2.28
|
|
|
$
|
1.72
|
|
|
$
|
1.88
|
|
|
|
|
|
|
|
|
||||||
Dividends Paid Per Common Share
|
|
$
|
1.160
|
|
|
$
|
1.060
|
|
|
$
|
0.994
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows From Operating Activities
|
|
$
|
40,459
|
|
|
$
|
79,877
|
|
|
$
|
36,024
|
|
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Loans (made to)/repaid from, wholly-owned subsidiaries
|
|
(107,500
|
)
|
|
(30,500
|
)
|
|
30,500
|
|
|||
Increase in investment of subsidiary
|
|
—
|
|
|
(47,500
|
)
|
|
—
|
|
|||
Net cash provided (used) in investing activities
|
|
(107,500
|
)
|
|
(78,000
|
)
|
|
30,500
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from stock option exercises
|
|
519
|
|
|
546
|
|
|
909
|
|
|||
Net change in notes payable to banks
|
|
109,500
|
|
|
36,500
|
|
|
(31,000
|
)
|
|||
Dividends paid
|
|
(42,702
|
)
|
|
(38,937
|
)
|
|
(36,417
|
)
|
|||
Net cash provided (used) in financing activities
|
|
67,317
|
|
|
(1,891
|
)
|
|
(66,508
|
)
|
|||
|
|
|
|
|
|
|
||||||
Change in cash and equivalents
|
|
276
|
|
|
(14
|
)
|
|
16
|
|
|||
Cash and equivalents at beginning of period
|
|
34
|
|
|
48
|
|
|
32
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and equivalents at the end of period
|
|
$
|
310
|
|
|
$
|
34
|
|
|
$
|
48
|
|
|
|
December 31,
|
||||||
(in thousands, except percent)
|
|
2019
|
|
2018
|
||||
Balance Outstanding at December 31,
|
|
$
|
205,000
|
|
|
$
|
95,500
|
|
Interest Rate at December 31,
|
|
2.44
|
%
|
|
3.19
|
%
|
||
Average Amount Outstanding
|
|
$
|
167,392
|
|
|
$
|
69,559
|
|
Weighted Average Annual Interest Rate
|
|
2.88
|
%
|
|
2.66
|
%
|
||
Maximum Amount Outstanding
|
|
$
|
205,500
|
|
|
$
|
95,500
|
|
(a)
|
Subject to clause (c) below, sell, convey, lease or otherwise dispose of all or substantially all of its assets, property, assets or business;
|
(b)
|
Approve the sale, conveyance, lease or other disposition by any subsidiary of AWR of all or substantially all of the assets, property or business of the subsidiary;
|
(c)
|
Sell transfer, convey or otherwise dispose of more than a majority of the outstanding capital stock of a subsidiary if such subsidiary holds 50% or more of the consolidated assets of AWR, other than to an entity the majority of the voting power of the capital stock or equity interest of which is owned and controlled by AWR;
|
(d)
|
Consolidate or merge with or into any other corporation or other business entity, except, if immediately after such consolidation or merger, the shareholders of AWR immediately prior to such consolidation or merger will own more than 60% of the voting power of the outstanding capital stock or other equity interests of the surviving entity; or
|
(e)
|
Approve the consolidation or merger of any subsidiary of AWR with or into any other corporation or business entity if such subsidiary holds assets accounting for 50% or more of AWR’s consolidated assets.
|
Title of Notes
|
Principal Amount
|
Maturity Date
|
Interest Payment Dates
|
Redemption
|
6.81% Notes due 2020
|
$15,000,000
|
March 23, 2028
|
June 1 and December 1 and at maturity
|
N.A.
|
6.59% Notes due 2029
|
$40,000,000
|
January 25, 2029
|
June 1 and December 1 and at maturity
|
N.A.
|
7.875% Notes due 2030
|
$20,000,000
|
December 1, 2030
|
June 1 and December 1 and at maturity
|
N.A..
|
7.23% Notes due 2031
|
$50,000,000
|
December 15, 2031
|
June 15 and December 15 and at maturity
|
N.A.
|
6.00% Notes due 2041
|
$62,000,000
|
April 15, 2041
|
April 15 and October 15 and at maturity and upon redemption
|
Redeemable upon payment of a make-whole premium(1)
|
(1)
|
The amount of the make whole premium is the sum of the present value of the remaining scheduled payments of principal and interest discounted to a redemption date on a semi-annual basis (assuming a 360 day year and 30 day months) at a discount rate equal to the treasury rate for a comparable treasury security plus 25 basis points. More detailed information on how this make whole premium is calculated can be found in the Prospectus Supplement filed in connection with the offering of these Notes.
|
(1)
|
restricted by the Indenture from paying dividends or from incurring, assuming or becoming liable for any type of debt or other obligations, including obligations secured by its property;
|
(2)
|
required to maintain any financial ratios or specified levels of net worth or liquidity; or
|
(3)
|
provide the holder of the Notes with any special protection in the event of a highly leveraged transaction.
|
(1)
|
GSWC fails to pay any installment of interest on that series of Notes when due if the failure continues for a period of 60 days;
|
(4)
|
Certain events in bankruptcy, insolvency or reorganization occur.
|
a.
|
Employee will not, for any reason, solicit, employ or otherwise engage, as an employee, consultant, or otherwise, either directly or indirectly, any person who is an employee, or during the twelve (12) months preceding the Termination Date was an employee, of the Company.
|
b.
|
Employee will not perform work as an employee, consultant or otherwise, for any actual or potential competitors of ASUS including, without limitation, the following entities and each of their affiliated entities: American Water Works Company, Inc.; Corix Inc.; Doyon Utilities LLC; California Water Service Group; Jacobs Engineering Group Inc.; Suez; United Water Federal Services; EPCOR Utilities Inc.; Veolia Environnement S.A.; Inframark Water & Infrastructure Services; Aqua America Inc.; Algonquin Power & Utilities Corp; Middlesex Water Company; SJW Group; and Southwest Water Company.
|
/s/ James C. Cotton III
|
February 20, 2020
|
|
/s/ Robert J. Sprowls
|
February 20, 2020
|
James C. Cotton III
|
Date
|
|
Robert J. Sprowls
|
Date
|
Employee
|
|
|
President & CEO
|
|
1)
|
I have reviewed this annual report on Form 10-K of American States Water Company (referred to as “the Registrant”) for the year ended December 31, 2019;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4)
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
5)
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
|
Dated: February 24, 2020
|
By:
|
/s/ ROBERT J. SPROWLS
|
|
|
Robert J. Sprowls
President and Chief Executive Officer
|
1)
|
I have reviewed this annual report on Form 10-K of American States Water Company (referred to as “the Registrant”) for the year ended December 31, 2019;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4)
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
5)
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.
|
Dated: February 24, 2020
|
By:
|
/s/ EVA G. TANG
|
|
|
Eva G. Tang
Senior Vice President-Finance, Chief Financial Officer, Treasurer and Corporate Secretary
|
1)
|
I have reviewed this annual report on Form 10-K of Golden State Water Company (referred to as “GSWC”) for the year ended December 31, 2019;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the GSWC as of, and for, the periods presented in this report;
|
4)
|
GSWC’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for GSWC and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to GSWC, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of GSWC’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in GSWC’s internal control over financial reporting that occurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, GSWC’s internal control over financial reporting.
|
5)
|
GSWC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the GSWC’s auditors and the audit committee of GSWC’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the GSWC’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in GSWC’s internal controls over financial reporting.
|
Dated: February 24, 2020
|
By:
|
/s/ ROBERT J. SPROWLS
|
|
|
Robert J. Sprowls
President and Chief Executive Officer
|
1)
|
I have reviewed this annual report on Form 10-K of Golden State Water Company (referred to as “GSWC”) for the year ended December 31, 2019;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of GSWC as of, and for, the periods presented in this report;
|
4)
|
GSWC’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for GSWC and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to GSWC, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of GSWC’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in GSWC’s internal control over financial reporting that occurred during GSWC’s most recent fiscal quarter (GSWC’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, GSWC’s internal control over financial reporting.
|
5)
|
GSWC’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to GSWC’s auditors and the audit committee of GSWC’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect GSWC’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in GSWC’s internal controls over financial reporting.
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Dated: February 24, 2020
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By:
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/s/ EVA G. TANG
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Eva G. Tang
Senior Vice President-Finance, Chief Financial Officer and Secretary
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ ROBERT J. SPROWLS
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Robert J. Sprowls
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President and Chief Executive Officer
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Dated: February 24, 2020
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ EVA G. TANG
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Eva G. Tang
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Senior Vice President-Finance, Chief Financial Officer,
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Treasurer and Corporate Secretary
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Dated: February 24, 2020
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