SEC Form 10-Q filed by American States Water Company

5/7/24 4:29:52 PM ET

Water Supply

Utilities

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awr-20240331

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2024


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


for the transition period from to

Commission file number 001-14431

American States Water Company

(Exact Name of Registrant as Specified in Its Charter)

California

95-4676679

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

630 E. Foothill Blvd

San Dimas

91773-1212

(Address of Principal Executive Offices)

(Zip Code)

(909) 394-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Commission file number 001-12008

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading symbol

Name of each exchange on which registered

Common shares

AWR

New York Stock Exchange

Golden State Water Company

(Exact Name of Registrant as Specified in Its Charter)

California

95-1243678

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

630 E. Foothill Blvd

San Dimas

91773-1212

(Address of Principal Executive Offices)

(Zip Code)

(909) 394-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading symbol

Name of each exchange on which registered

N/A

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

American States Water Company

Yes

Golden State Water Company

Yes

Indicate by check mark whether Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files).

American States Water Company

Yes

Golden State Water Company

Yes

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

American States Water Company

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

Golden State Water Company

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

American States Water Company

Yes

☐

Golden State Water Company

Yes

☐

As of May 6, 2024, the number of common shares, no par value (“Common Shares”) outstanding of American States Water Company was 37,228,883. As of May 6, 2024, all of the 171 outstanding shares of common stock, no par value, of Golden State Water Company were owned by American States Water Company.

Golden State Water Company meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this Form, in part, with the reduced disclosure format for Golden State Water Company.

AMERICAN STATES WATER COMPANY

and

GOLDEN STATE WATER COMPANY

FORM 10-Q

INDEX


Glossary of Terms
Information Regarding Forward-Looking Statements

Part I	Financial Information	3

Item 1:	Financial Statements	1

	Consolidated Balance Sheets of American States Water Company as of March 31, 2024 and December 31, 2023	2

	Consolidated Statements of Income of American States Water Company for the Three Months Ended March 31, 2024 and 2023	4

	Consolidated Statements of Changes in Common Shareholders' Equity for the Three Months Ended March 31, 2024 and 2023	5

	Consolidated Statements of Cash Flows of American States Water Company for the Three Months Ended March 31, 2024 and 2023	6

	Balance Sheets of Golden State Water Company as of March 31, 2024 and December 31, 2023	7

	Statements of Income of Golden State Water Company for the Three Months Ended March 31, 2024 and 2023	9

	Statements of Changes in Common Shareholder's Equity for the Three Months Ended March 31, 2024 and 2023	10

	Statements of Cash Flows of Golden State Water Company for the Three Months Ended March 31, 2024 and 2023	11

	Notes to Consolidated Financial Statements	12

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4:	Controls and Procedures	44

Part II	Other Information

Item 1:	Legal Proceedings	45

Item 1A:	Risk Factors	45

Item 2:	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	45

Item 3:	Defaults Upon Senior Securities	45

Item 4:	Mine Safety Disclosure	45

Item 5:	Other Information	46

Item 6:	Exhibits	47

	Signatures	49

GLOSSARY OF TERMS

The following terms and acronyms used in this Form 10-Q are defined below:


Term or Acronym			Definition
ASUS			American States Utility Services, Inc.
ATM			At-The-Market Offering Program
AWR			American States Water Company
BSUS			Bay State Utility Services LLC
BVES			Bear Valley Electric Service, Inc.
COC			Cost of Capital
CPUC			California Public Utilities Commission
CWA			California Water Association
DDW			Division of Drinking Water
ECUS			Emerald Coast Utility Services, Inc.
EPA			Economic Price Adjustment
EPS			Earnings Per Share
Exchange Act			Securities Exchange Act of 1934, as amended
FBWS			Fort Bliss Water Services Company
FRUS			Fort Riley Utility Services, Inc.
GAAP			Generally Accepted Accounting Principles in the United States of America
gpcd			Gallons Per Capita Per Day
GSWC			Golden State Water Company
IOWU			Investor-Owned Water Utility
LCRI			Lead and Copper Rule Improvements
MCBA			Modified Cost Balancing Account
MCL			Maximum Contamination Level
Moody’s			Moody’s Investors Service
MWD			Metropolitan Water District of Southern California
ODUS			Old Dominion Utility Services, Inc.
OEIS			Office of Energy Infrastructure Safety
ONUS			Old North Utility Services, Inc.
PFAS			Perfluoroalkyl Substances
PFOA			Perfluorooctanoic Acid
PRUS			Patuxent River Utility Services LLC
PSUS			Palmetto State Utility Services, Inc.
REA			Request for Equitable Adjustment
Registrant			American States Water Company and Golden State Water Company
SB			Senate Bill
SEC			Securities and Exchange Commission
SERP			Supplemental Executive Retirement Plan
SWP			State Water Project
SWRCB			State Water Resources Control Board
TUS			Terrapin Utility Services, Inc.
U.S.			United States
WCCM			Water Cost of Capital Mechanism
WMP			Wildfire Mitigation Plan
WRAM			Water Revenue Adjustment Mechanism

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our financial performance. These statements include forward-looking statements with respect to our business and industry in general. Statements that include the words “expect,” “intend,” “believe,” “estimate,” “may,” “can,” “will,” “likely,” “should,” “could,” “anticipate,” “plan” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following:

•the impact of laws, regulations and policies of regulatory agencies or the U.S. government applicable to water, wastewater and electric utility operations;

•the ability of GSWC and BVES to recover their respective costs through regulated rates, including increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, and increased costs of operation and maintenance due to inflation, supply chain disruptions and increases in interest rates, while facing an increase in customer rate increase opposition and possible reluctance from the CPUC to pass through all such costs to customers;

•customer dissatisfaction due to rising rates needed to recover the costs of replacing aging infrastructure, address climate change risks, comply with water quality, renewable energy and greenhouse gas regulation;

•all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments;

•all contracts for providing services on military bases may be terminated or suspended at any time by the government;

•ASUS is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties;

•GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties;

•we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized;

•the impact of water quality and wastewater quality regulations on military bases;

•asset or business acquisitions may not yield the anticipated benefits;

•the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations;

•our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions;

•increases in the costs of obtaining and complying with the terms of franchise agreements;

•damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions;

•costs and effects of legal and administrative proceedings, settlements, investigations and claims;

•our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts;

•the outbreak of pandemics, such as COVID-19, and other events may cause region wide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results;

•the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations;

•the impact of groundwater contamination and the increasing costs associated with treatment of groundwater due to contamination and increasing water quality regulation and mitigation of contaminants;

•risks of incurring losses not covered by insurance or recoverable in rates;

•the adequacy of water supplies due to fluctuations of weather, climate change and other uncontrollable factors;

•the impact that water conservation efforts may have on GSWC’s operations and costs incurred;

•changes in electricity and natural gas prices in California;

•failure to make accurate estimates about financing and accounting matters;

•changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses;

•changes in fair value of investments and other assets;

•the performance of subcontractors engaged to assist us in the performance of contracted services on military bases;

•incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity;

•physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors;

•cybersecurity incidents that could disrupt operations and critical information technology systems, resulting in the inability to deliver services to customers, loss of financial and other information critical for operations and the breach of confidential information of our customers, employees and vendors;

•our ability to attract, retain, train, motivate, develop, and transition key employees;

•the failure of our employees to maintain required certifications and licenses or to complete required compliance training;

•changes in interest rates and our ability to borrow funds and access bank and capital markets on reasonable terms;

•the impact of inflation and supply chain disruptions on our operational costs and costs of capital that may not be recovered in rates for our regulated utilities and through economic price adjustments for our military bases;

•results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions, delays in receiving general rate case decisions from the CPUC, and general market and economic conditions;

•actions by credit rating agencies to downgrade AWR or GSWC’s credit ratings or to place those ratings on negative outlook;

•our ability to finance the significant capital expenditures required by our operations, which are increasing;

•volatility in the price of our Common Shares;

•declines in the market prices of equity and fixed-income securities and resulting cash funding requirements for defined benefit pension plans and other post-retirement benefit plans;

•our reliance on cash flow from our subsidiaries to meet our financial obligations and to pay dividends on our Common Shares;

•the geographic concentration of our operations in California; and

•other risks and uncertainties described under the heading “Item 1A. Risk Factors” in the Form 10-K that we filed with the SEC.

Although we believe that the expectations reflected in these forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this Form 10-Q and the information incorporated herein by reference reflect our views as of their respective dates and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this Form 10-Q and the information incorporated herein by reference that could cause actual results to differ. Forward-looking statements speak only as of the date they are made and except as required by law, Registrant expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


(in thousands)	March 31, 2024		December 31, 2023
Property, Plant and Equipment
Regulated utility plant, at cost	$	2,525,055	$	2,476,509
Non-utility property, at cost	41,236		40,243
Total	2,566,291		2,516,752
Less - accumulated depreciation	(632,597)		(624,472)
Net property, plant and equipment	1,933,694		1,892,280

Other Property and Investments
Goodwill	1,116		1,116
Other property and investments	44,896		42,932
Total other property and investments	46,012		44,048

Current Assets
Cash and cash equivalents	17,007		14,073
Accounts receivable — customers (less allowance for doubtful accounts of $3,640 in 2024 and $3,537 in 2023)	28,897		34,250
Unbilled receivable	24,733		23,516
Receivable from the U.S. government (Note 2)	43,153		49,306
Other accounts receivable (less allowance for doubtful accounts of $53 in 2024 and 2023)	4,492		6,340
Materials and supplies	16,225		17,574
Regulatory assets — current	44,652		45,144
Prepayments and other current assets	11,777		5,819
Contract assets (Note 2)	14,155		9,956
Total current assets	205,091		205,978

Other Assets
Unbilled revenue — receivable from the U.S. government (Note 2)	5,933		4,886
Receivable from the U.S. government (Note 2)	41,420		42,183
Contract assets (Note 2)	329		4,422
Operating lease right-of-use assets	7,452		7,982
Regulatory assets	34,040		25,585
Other	18,925		18,758
Total other assets	108,099		103,816

Total Assets	$	2,292,896	$	2,246,122


(in thousands, except number of shares)	March 31, 2024		December 31, 2023
Capitalization
Common shares, no par value
Authorized: 60,000,000 shares
Outstanding: 37,228,883 shares in 2024 and 36,980,612 shares in 2023	$	280,377	$	263,179
Retained earnings	520,116		512,930
Total common shareholders’ equity	800,493		776,109
Long-term debt	575,530		575,555
Total capitalization	1,376,023		1,351,664

Current Liabilities
Notes payable to banks	43,000		42,000
Long-term debt — current	358		353
Accounts payable	69,584		68,705
Income taxes payable	5,105		492
Accrued other taxes	12,581		14,654
Accrued employee expenses	18,428		14,738
Accrued interest	9,003		8,607
Contract liabilities (Note 2)	653		1,352
Operating lease liabilities	1,788		1,856
Purchase power contract derivative at fair value (Note 5)	6,168		2,360
Other	11,909		11,506
Total current liabilities	178,577		166,623

Other Credits
Notes payable to banks	294,500		291,500
Advances for construction	69,468		67,431
Contributions in aid of construction - net	152,026		151,414
Deferred income taxes	166,027		161,577
Regulatory liabilities	1,123		1,222
Unamortized investment tax credits	993		1,011
Accrued pension and other postretirement benefits	33,504		32,652
Operating lease liabilities	6,138		6,619
Other	14,517		14,409
Total other credits	738,296		727,835

Commitments and Contingencies (Note 9)

Total Capitalization and Liabilities	$	2,292,896	$	2,246,122


	Three Months Ended March 31,
(in thousands, except per share amounts)	2024		2023
Operating Revenues
Water	$	90,265	$	112,712
Electric	12,205		12,904
Contracted services	32,781		35,807
Total operating revenues	135,251		161,423

Operating Expenses
Water purchased	13,761		14,304
Power purchased for pumping	2,832		2,354
Groundwater production assessment	4,854		3,833
Power purchased for resale	4,332		4,986
Supply cost balancing accounts	(608)		11,566
Other operation	9,623		10,116
Administrative and general	25,347		23,547
Depreciation and amortization	10,722		11,203
Maintenance	3,225		3,150
Property and other taxes	6,487		6,295
ASUS construction	15,702		18,904
Total operating expenses	96,277		110,258

Operating Income	38,974		51,165

Other Income and Expenses
Interest expense	(12,855)		(9,481)
Interest income	2,070		1,864
Other, net	2,342		1,611
Total other income and expenses, net	(8,443)		(6,006)

Income before income tax expense	30,531		45,159

Income tax expense	7,396		10,752

Net Income	$	23,135	$	34,407

Weighted Average Number of Common Shares Outstanding	37,030		36,968
Basic Earnings Per Common Share	$	0.62	$	0.93

Weighted Average Number of Diluted Shares	37,107		37,047
Fully Diluted Earnings Per Common Share	$	0.62	$	0.93

Dividends Paid Per Common Share	$	0.4300	$	0.3975


	Three Months Ended March 31, 2024
	Common Shares
	Number
	of			Retained
(in thousands)	Shares	Amount		Earnings		Total
Balances at December 31, 2023	36,981	$	263,179	$	512,930	$	776,109
Add:
Net income				23,135		23,135
Issuance of Common Shares from an at-the-market program, net of issuance costs	228	15,584				15,584
Issuances of Common Shares under stock-based compensation plans	20	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,570				1,570
Dividend equivalent rights on stock-based awards not paid in cash		44				44
Deduct:
Dividends on Common Shares				15,905		15,905
Dividend equivalent rights on stock-based awards not paid in cash				44		44
Balances at March 31, 2024	37,229	$	280,377	$	520,116	$	800,493


	Three Months Ended March 31, 2023
	Common Shares
	Number
	of			Retained
(in thousands)	Shares	Amount		Earnings		Total
Balances at December 31, 2022	36,962	$	260,158	$	449,391	$	709,549
Add:
Net income				34,407		34,407
Issuances of Common Shares under stock-based compensation plans	14	—				—
Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4)		1,587				1,587
Dividend equivalent rights on stock-based awards not paid in cash		47				47
Deduct:
Dividends on Common Shares				14,695		14,695
Dividend equivalent rights on stock-based awards not paid in cash				47		47
Balances at March 31, 2023	36,976	$	261,792	$	469,056	$	730,848


	Three Months Ended March 31,
(in thousands)	2024		2023
Cash Flows From Operating Activities:
Net income	$	23,135	$	34,407
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,885		11,572
Provision for doubtful accounts	352		458
Deferred income taxes and investment tax credits	2,731		(3,286)
Stock-based compensation expense	2,505		2,254
Gain on investments held in a trust	(2,070)		(1,630)
Other — net	128		(71)
Changes in assets and liabilities:
Accounts receivable — customers	5,001		4,455
Unbilled receivable	(2,264)		(3,115)
Other accounts receivable	1,848		824
Receivables from the U.S. government	6,916		(5,842)
Materials and supplies	1,349		(1,659)
Prepayments and other assets	(5,773)		(5,656)
Contract assets	(106)		1,509
Regulatory assets/liabilities	(2,234)		(35,863)
Accounts payable	(3,071)		(8,542)
Income taxes receivable/payable	4,615		12,873
Contract liabilities	(699)		(343)
Accrued pension and other postretirement benefits	693		1,020
Other liabilities	1,870		3,599
Net cash provided (used)	45,811		6,964

Cash Flows From Investing Activities:
Capital expenditures	(47,550)		(49,337)
Other investing activities	136		172
Net cash provided (used)	(47,414)		(49,165)

Cash Flows From Financing Activities:
Proceeds from issuance of Common Shares, net of issuance costs	16,088		—
Receipt of advances for and contributions in aid of construction	2,332		2,064
Refunds on advances for construction	(752)		(712)
Repayments of long-term debt	(115)		(109)
Proceeds from the issuance of long-term debt, net of issuance costs	—		129,665
Net changes in notes payable to banks	4,000		(77,000)
Dividends paid	(15,905)		(14,695)
Other financing activities	(1,111)		(883)
Net cash provided (used)	4,537		38,330
Net change in cash and cash equivalents	2,934		(3,871)
Cash and cash equivalents, beginning of period	14,073		5,997
Cash and cash equivalents, end of period	$	17,007	$	2,126

Non-cash transactions:
Accrued payables for investment in utility plant	$	38,435	$	29,746
Property installed by developers and conveyed	$	2,210	$	364


	Three Months Ended March 31,
(dollars in thousands)	2024		2023
Water:
Tariff-based revenues	$	84,661	$	100,541
CPUC-approved surcharges (cost-recovery activities)	547		317
Other	582		737
Water revenues from contracts with customers	85,790		101,595
WRAM under/(over)-collection (alternative revenue program)	4,475		11,117
Total water revenues (1)	90,265		112,712

Electric:
Tariff-based revenues	12,673		13,063
CPUC-approved surcharges (cost-recovery activities)	74		149
Electric revenues from contracts with customers	12,747		13,212
BRRAM under/(over)-collection (alternative revenue program)	(542)		(308)
Total electric revenues	12,205		12,904

Contracted services:
Water	21,567		22,488
Wastewater	11,214		13,319
Contracted services revenues from contracts with customers	32,781		35,807

Total AWR revenues	$	135,251	$	161,423


(dollars in thousands)	March 31, 2024		December 31, 2023
Unbilled receivables	$	13,854	$	9,693
Receivable from the U.S. government	$	84,573	$	91,489
Contract assets	$	14,484	$	14,378
Contract liabilities	$	653	$	1,352


Basic:	For The Three Months Ended March 31,
(in thousands, except per share amounts)	2024		2023
Net income	$	23,135	$	34,407
Less: impact from participating securities	56		87
Total income available to common shareholders	$	23,079	$	34,320


Weighted average Common Shares outstanding, basic	37,030		36,968

Basic earnings per Common Share	$	0.62	$	0.93


Diluted:	For The Three Months Ended March 31,
(in thousands, except per share amounts)	2024		2023
Common shareholders earnings, basic	$	23,079	$	34,320
Undistributed earnings for dilutive stock options and restricted stock units	17		50
Total common shareholders earnings, diluted	$	23,096	$	34,370

Weighted average Common Shares outstanding, basic	37,030		36,968
Stock-based compensation (1)	77		79
Weighted average Common Shares outstanding, diluted	37,107		37,047

Diluted earnings per Common Share	$	0.62	$	0.93


	For The Three Months Ended March 31,
	Pension Benefits				Other Postretirement Benefits				SERP
(dollars in thousands)	2024		2023		2024		2023		2024		2023
Components of Net Periodic Benefits Cost:
Service cost	$	850	$	846	$	32	$	33	$	358	$	312
Interest cost	2,550		2,513		23		25		426		411
Expected return on plan assets	(3,009)		(2,623)		(142)		(120)		—		—
Amortization of prior service cost	108		108		—		—		—		—
Amortization of actuarial (gain) loss	—		—		(263)		(240)		(4)		(8)
Net periodic benefits costs under accounting standards	499		844		(350)		(302)		780		715
Regulatory adjustments - deferred	—		(92)		—		—		—		—
Total expense (benefit) recognized, before surcharges and allocation to overhead pool	$	499	$	752	$	(350)	$	(302)	$	780	$	715


	As Of And For The Three Months Ended March 31, 2024
					Contracted		AWR		Consolidated
(dollars in thousands)	Water		Electric		Services		Parent		AWR
Operating revenues	$	90,265	$	12,205	$	32,781	$	—	$	135,251
Operating income (loss)	29,167		3,141		6,667		(1)		38,974
Interest expense (income), net	7,881		865		317		1,722		10,785
Net property, plant and equipment	1,771,683		145,289		16,722		—		1,933,694
Depreciation and amortization expense (1)	9,034		884		804		—		10,722
Income tax expense (benefit)	5,824		560		1,560		(548)		7,396
Capital additions	41,278		5,216		1,056		—		47,550


	March 31,
	2024		2023
Total net property, plant and equipment	$	1,933,694	$	1,780,461
Other assets	359,202		279,911
Total consolidated assets	$	2,292,896	$	2,060,372


	Diluted Earnings per Share
	Three Months Ended
	3/31/2024		3/31/2023		CHANGE
Water	$	0.48	$	0.74	$	(0.26)
Electric	0.05		0.06		(0.01)
Contracted services	0.13		0.15		(0.02)
AWR (parent)	(0.03)		(0.02)		(0.01)
Consolidated diluted earnings per share, as recorded (GAAP)	0.62		0.93		(0.31)
Adjustments to GAAP measure:
Impact of retroactive rates related to the full year of 2022 from the decision in the water general rate case*	—		(0.38)		0.38
Impact of estimated revenues subject to refund recorded in 2023*	—		0.05		(0.05)
Consolidated diluted earnings per share, as adjusted (Non-GAAP)*	$	0.62	$	0.60	$	0.02
Water diluted earnings per share, as adjusted (Non-GAAP)*	$	0.48	$	0.41	$	0.07


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023		$ CHANGE		% CHANGE
OPERATING REVENUES
Water	$	90,265	$	112,712	$	(22,447)	(19.9)	%
Electric	12,205		12,904		(699)		(5.4)	%
Contracted services	32,781		35,807		(3,026)		(8.5)	%
Total operating revenues	135,251		161,423		(26,172)		(16.2)	%

OPERATING EXPENSES
Water purchased	13,761		14,304		(543)		(3.8)	%
Power purchased for pumping	2,832		2,354		478		20.3	%
Groundwater production assessment	4,854		3,833		1,021		26.6	%
Power purchased for resale	4,332		4,986		(654)		(13.1)	%
Supply cost balancing accounts	(608)		11,566		(12,174)		(105.3)	%
Other operation	9,623		10,116		(493)		(4.9)	%
Administrative and general	25,347		23,547		1,800		7.6	%
Depreciation and amortization	10,722		11,203		(481)		(4.3)	%
Maintenance	3,225		3,150		75		2.4	%
Property and other taxes	6,487		6,295		192		3.1	%
ASUS construction	15,702		18,904		(3,202)		(16.9)	%
Total operating expenses	96,277		110,258		(13,981)		(12.7)	%

OPERATING INCOME	38,974		51,165		(12,191)		(23.8)	%

OTHER INCOME AND EXPENSES
Interest expense	(12,855)		(9,481)		(3,374)		35.6	%
Interest income	2,070		1,864		206		11.1	%
Other, net	2,342		1,611		731		45.4	%
	(8,443)		(6,006)		(2,437)		40.6	%

INCOME BEFORE INCOME TAX EXPENSE	30,531		45,159		(14,628)		(32.4)	%

Income tax expense	7,396		10,752		(3,356)		(31.2)	%

NET INCOME	$	23,135	$	34,407	$	(11,272)	(32.8)	%

Basic earnings per Common Share	$	0.62	$	0.93	$	(0.31)	(33.3)	%

Fully diluted earnings per Common Share	$	0.62	$	0.93	$	(0.31)	(33.3)	%


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)
January 1 – 31, 2024	6,780		$	80.56	—	—
February 1 – 29, 2024	572		$	76.37	—	—
March 1 – 31, 2024	10,178		$	71.27	—	—
Total	17,530	(2)	$	75.03	—


Item 6. Exhibits
(a) The following documents are filed as Exhibits to this report:

3.1						Amended and Restated By-Laws of American States Water Company incorporated by reference to Exhibit 3.1 of Registrant's Form 10-Q filed for September 30, 2023

3.2						By-laws of Golden State Water Company incorporated by reference to Exhibit 3.2 of Registrant's Form 8-K filed May 13, 2011 (File No. 1-14431)

3.3						Amended and Restated Articles of Incorporation of American States Water Company, as amended, incorporated by reference to Exhibit 3.1 of Registrant's Form 8-K filed June 19, 2013

3.4						Restated Articles of Incorporation of Golden State Water Company, as amended, incorporated herein by reference to Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended September 30, 2005 (File No. 1-14431)

4.1						Indenture, dated September 1, 1993 between Golden State Water Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as supplemented, incorporated herein by reference to Exhibit 4.01 of Golden State Water Company Form S-3 filed December 12, 2008 (File No. 333-156112)

4.2						Note Purchase Agreement dated as of October 11, 2005 between Golden State Water Company and Co-Bank, ACB incorporated by reference to Exhibit 4.1 of Registrant's Form 8-K filed October 13, 2005 (File No. 1-14431)

4.3						Description of Common Shares incorporated by reference to Exhibit 4.3 to Registrant's Form 10-K for the year ended December 31, 2023

4.4						Description of Debt Securities incorporated by reference to Exhibit 4.4 to Registrant's Form 10-K for the year ended December 31,2021

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						Loan Agreement between California Pollution Control Financing Authority and Golden State Water Company, dated as of December 1, 1996 incorporated by reference to Exhibit 10.7 of Registrant's Form 10-K for the year ended December 31, 1998 (File No. 1-14431)

10.3						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)

10.4						2003 Non-Employee Directors Stock Purchase Plan, as amended, incorporated herein by reference to Exhibit 10.4 to Registrant's Form 8-K filed on May 20, 2015 (File No. 1-14431) (2)

10.5						Dividend Reinvestment and Common Share Purchase Plan incorporated herein by reference to American States Water Company Registrant's Form S-3D filed November 12, 2008 (File No. 1-14431)

10.6						Change in Control Agreement between American States Water Company or a subsidiary and certain executives incorporated herein by reference to Exhibit 10.6 to Registrant's Form 10-K for the year ended December 31, 2022 (2)

10.7						Golden State Water Company Supplemental Executive Retirement Plan, amended and restated, incorporated herein by reference to Exhibit 10.7 to Registrant’s Form 10-Q filed on May 2, 2022 (2)

10.8						Credit Agreement of American States Water Company dated June 28, 2023, as amended , incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q filed for September 30, 2023

10.9						Officer Relocation Policy incorporated herein by reference to Exhibit 10.5 to the Registrant's Form 8-K filed on July 31, 2009 (2)

10.10						Credit Agreement of Golden State Water Company dated June 28, 2023 incorporated by reference to Registrant's Form 8-K filed on July 5, 2023

10.11						2016 Stock Incentive Plan incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on May 19, 2016 (2)

10.12						2023 Non-Employee Directors Plan incorporated by reference herein to Exhibit 10.1 to the Registrant's Form 8-K filed on May 26, 2023 (2)

10.13						Form of Restricted Stock Award Agreement for officers with respect to time-vested restricted stock awards under the 2016 Stock Incentive Plan after December 31, 2017 incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on November 3, 2017 (2)


10.14						Note Purchase Agreement dated July 8, 2020 incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed July 14, 2020

10.15						Form of 2024 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed March 15, 2024 (2)


10.16						Separation Agreement and General Release of Claims dated August 10, 2021 incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on August 13, 2021 (2)

10.17						Retirement Agreement and General Release of Claims effective January 14, 2022, incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K filed on January 21, 2022 (2)

10.18						Contract for Professional Services effective June 15, 2022 incorporated by reference from Exhibit 10.2 to the Registrant's Form 8-K filed on January 21, 2022 (2)

10.19						Form of 2022 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed February 4, 2022 (2)

10.20						Form of 2023 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed February 10, 2023 (2)

10.21						Form of Indemnification Agreement for directors and officers incorporated by reference herein to Exhibit 10.24 to the Registrant's Form 10-K for the year ended December 31, 2022 (2)

10.22						2024 Short-Term Incentive Program incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on March 29 , 202 4 (2)

10.23						Form of 202 4 Short-Term Incentive Program Award Agreement incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on March 29 , 202 4 (2)

19.1						Insider Trading Policy

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for AWR (1)

31.1.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for GSWC (1)

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for AWR (1)

31.2.1						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for GSWC (1)

32.1						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

32.2						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

101.INS						Inline 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						Inline XBRL Taxonomy Extension Schema (3)

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase (3)

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase (3)

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase (3)

101.PRE						Inline XBRL Taxonomy Extension Presentation 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, Corporate Secretary and Treasurer

									GOLDEN STATE WATER COMPANY (“GSWC”):

						By:			/s/ EVA G. TANG
									Eva G. Tang
									Senior Vice President - Finance, Chief Financial
									Officer and Secretary

						Date:			May 7, 2024

Date	Price Target	Rating	Analyst
7/31/2024	$80.00 → $87.00	Underweight → Equal Weight	Wells Fargo
6/28/2023	$94.00 → $89.00	Equal Weight → Underweight	Wells Fargo
5/12/2023	$90.00 → $94.00	Underweight → Equal Weight	Wells Fargo
1/5/2023		Buy → Neutral	Seaport Research Partners
11/30/2022	$92.00	Sell	UBS
10/20/2022	$85.00	Equal Weight → Underweight	Wells Fargo
2/24/2022	$94.00 → $86.00	Equal-Weight	Wells Fargo
2/9/2022	$96.00 → $86.00	Underweight	Barclays

SEC Form 10-Q filed by American States Water Company

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American States Water upgraded by Wells Fargo with a new price target

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$AWR SEC Filings

American States Water Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

American States Water Company filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

SEC Form 10-Q filed by American States Water Company

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Hopkins Mary Ann bought $40,057 worth of shares (560 units at $71.53), increasing direct ownership by 18% to 3,606 units (SEC Form 4)

Eichelberger Thomas A. was granted 516 shares and bought $49,677 worth of shares (640 units at $77.62), increasing direct ownership by 20% to 7,006 units (SEC Form 4)

Davis Steven D bought $53,542 worth of shares (750 units at $71.39), was granted 2 shares and returned 0 shares to the company, increasing direct ownership by 30% to 3,226 units (SEC Form 4)

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American States Water Company Announces Proposed Decision Adopting Settlement Agreement In Its Water Utility General Rate Case

American States Water Company Announces Third Quarter 2024 Results

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American States Water Company Announces Appointment of New Director

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SEC Form SC 13G/A filed by American States Water Company (Amendment)

SEC Form SC 13G/A filed by American States Water Company (Amendment)

SEC Form SC 13G/A filed by American States Water Company (Amendment)

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American States Water Subsidiary Golden State Water And Public Advocates Office File Joint Motion To Adopt Settlement Agreement In Water Utility General Rate Case

American States Water Announces California Supreme Court Sets Aside CPUC Order To Discontinue Water Revenue Adjustment Mechanism; Portions Of August 2020 Order Vacated, Allowing Investor-Owned Water Utilities To Request WRAM Again

Wells Fargo Maintains Underweight on American States Water, Raises Price Target to $80

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American States Water Company Announces Proposed Decision Adopting Settlement Agreement In Its Water Utility General Rate Case

American States Water Company Announces Third Quarter 2024 Results

American States Water Company Announces Regular Common Dividends

Director Holloway Anne M sold $40,445 worth of shares (500 units at $80.89), decreasing direct ownership by 1% to 38,519 units (SEC Form 4)

Vice President Water Operation Schickling David R was granted 7 units of Common Stocks and covered exercise/tax liability with 25 units of Common Stocks, decreasing direct ownership by 1% to 1,577 units (SEC Form 4)

VP of Asset Management Kubiak Patrick covered exercise/tax liability with 45 shares and was granted 7 shares, decreasing direct ownership by 2% to 2,327 units (SEC Form 4)

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