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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 6, 2024

AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
California
001-14431
95-4676679
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
630 East Foothill Blvd.
San Dimas
CA
91773-1212
(Address of Principal Executive Offices)
(Zip Code)
(909) 394-3600
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
American States Water Company Common SharesAWRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Section 2 - Financial Information

Item 2.02.    Results of Operations and Financial Condition

On August 6, 2024, American States Water Company (NYSE:AWR) released earnings for the second quarter ended June 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits
The following document is filed as an Exhibit to this report:
Exhibit No.Description
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN STATES WATER COMPANY
August 6, 2024
/s/ Eva G. Tang
Eva G. Tang
Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer


Exhibit 99.1
awrlogoa04.jpg

American States Water Company Announces
Second Quarter 2024 Results
•Second quarter 2024 recorded and adjusted earnings were both $0.85 per share compared to second quarter 2023 recorded earnings of $1.04 per share and adjusted earnings of $0.86 per share

◦Adjusted earnings for the second quarter 2023 exclude $0.18 per share related to the reversal of previously recorded revenues subject to refund following the receipt of a final decision in the cost of capital proceeding in June 2023

•AWR’s water utility reached a settlement agreement in connection with the general rate case that will determine new water rates for 2025 - 2027

◦Settlement agreement, if approved, authorizes $573.1 million in capital investment

•Quarterly dividend increased 8.3%, with first payment on September 3

◦This marks the 70th consecutive year that AWR has increased annual dividends to shareholders

•AWR’s contracted services subsidiary commenced operations of the water and wastewater utility systems at two new military bases in April 2024, contributing earnings in the second quarter and YTD June

San Dimas, California, August 6, 2024…. American States Water Company (NYSE:AWR) today reported basic and fully diluted earnings per share of $0.85 for the quarter ended June 30, 2024, as compared to basic and fully diluted earnings per share of $1.04 for the quarter ended June 30, 2023, a decrease of $0.19 per share, which includes the impact of approximately $0.18 per share resulting from the reversal in June 2023 of previously recorded estimated revenues subject to refund as a result of the final cost of capital decision. Excluding this item from the three months ended June 30, 2023 results, adjusted consolidated diluted earnings were $0.86 per share compared to recorded consolidated diluted earnings of $0.85 per share for the three months ended June 30, 2024.

Second Quarter 2024 Results

The table below sets forth a comparison of the second quarter 2024 diluted earnings per share contribution recorded by business segment and for the parent company with amounts recorded during the same period in 2023.
 Diluted Earnings per Share
 Three Months Ended 
 6/30/20246/30/2023CHANGE
Water$0.67 $0.91 $(0.24)
Electric0.01 0.03 (0.02)
Contracted services0.19 0.12 0.07 
AWR (parent)(0.02)(0.02)— 
  Consolidated diluted earnings per share, as recorded (GAAP)0.85 1.04 (0.19)
Adjustment to GAAP measure:
Impact related to the final cost of capital decision*— (0.18)0.18 
Consolidated diluted earnings per share, as adjusted (Non-GAAP)*$0.85 $0.86 $(0.01)
Water diluted earnings per share, as adjusted (Non-GAAP)*$0.67 $0.73 $(0.06)


* The adjustment to 2023’s recorded diluted earnings per share relates to the water segment. The water segment’s adjusted earnings for 2023 exclude the impact from the final CPUC decision issued in June 2023 on the cost of capital proceeding that made all adjustments to rates prospective, and which is shown separately in the table above. As a result of that final decision, GSWC reversed its regulatory liability previously recorded during 2022 and through the end of the first quarter of 2023 for estimated revenues subject to refund at that time.

Water Segment:
For the three months ended June 30, 2024, recorded diluted earnings from the water utility segment were $0.67 per share, as compared to $0.91 per share for the same period in 2023, a decrease of $0.24 per share. Excluding the revenue impact of $9.3 million, or approximately $0.18 per share, resulting from the reversal of previously recorded estimated revenues subject to refund discussed above, adjusted diluted earnings for the second quarter of 2023 at the water segment were $0.73 per share, as compared to adjusted and recorded earnings of $0.67 per share for the second quarter of 2024, an adjusted decrease at the water segment of approximately $0.06 per share. The discussion below includes the major items, which impacted the comparability of the two periods as adjusted.

•Excluding the impact from the reversal of revenues subject to refund recorded during the three months ended June 30, 2023 due to the final cost of capital decision as previously discussed, there was a net increase in water operating revenues of approximately $3 million that was largely a result of the third-year rate increases related to the three months ended June 30, 2024. Furthermore, during the three months ended June 30, 2023, there was an increase in revenues as a result of recording regulatory adjustments of approximately $2 million that did not recur during the same period in 2024. The increase in water revenues during the second quarter of 2024 represents the difference from the third-year rate increases compared to the estimated second-year rate increases recorded during the three months ended June 30, 2023 as a result of receiving a final decision in the water general rate case.

•An increase in water supply costs of $0.7 million, which consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. The increase in water supply costs is primarily related to an increase in customer water usage and an increase in overall actual supply costs in 2024. Actual water supply costs are tracked against adopted costs in the revenue requirement, and passed through to customers on a dollar-for-dollar basis by way of the CPUC-approved water supply cost balancing accounts. The increase in water supply costs results in a corresponding increase in water operating revenues and has no net impact on the water segment’s profitability.

•An overall increase in operating expenses of $2.8 million (excluding supply costs) due primarily to increases in (i) overall labor costs, (ii) administrative and general expenses resulting largely from higher outside-services costs related to the pending general rate case application and other regulatory filings, (iii) depreciation and amortization expenses resulting from additions to utility plant, and (iv) property taxes; partially offset by a decrease in maintenance expenses due to timing.

•An increase in interest expenses (net of interest income) of $1.6 million resulting primarily from an overall increase in interest rates, as well as an overall increase in total borrowing levels to support, among other things, the capital expenditure programs at GSWC, partially offset by higher interest income earned on regulatory assets bearing interest at the current 90-day commercial-paper rate, which increased compared to 2023’s rates, as well as an increase in the level of regulatory assets recorded.

•An overall decrease in other income (net of other expenses) of $0.2 million due primarily to a decrease of $0.5 million in gains generated on investments held to fund one of the company’s retirement plans for the three months ended June 30, 2024 compared to the same period in 2023, due to financial market conditions, partially offset by the change in the non-service cost components related to GSWC’s benefit plans resulting from changes in actuarial assumptions including expected returns on plan assets. However, as a result of GSWC’s two-way pension balancing accounts authorized by the CPUC, changes in total net periodic benefits costs related to the pension plan have no material impact to earnings.

•A decrease in earnings of approximately $0.01 per share due to the dilutive effects from the issuance of equity under AWR’s at-the-market (“ATM”) offering program. Under the ATM offering program, AWR may offer and sell its Common Shares, with an aggregate gross offering price of up to $200 million, from time to time at its sole discretion. Through June 30, 2024, AWR has sold 455,648 Common Shares through this ATM offering program.




Electric Segment:
Diluted earnings from the electric utility segment decreased $0.02 per share for the three months ended June 30, 2024 as compared to the same period in 2023, largely resulting from not having new rates while awaiting the processing of the pending electric general rate case that will set new rates for 2023 – 2026, while also experiencing continued increases in overall operating expenses and interest costs. When a decision is issued in the electric general rate case, new rates are expected to be retroactive to January 1, 2023 and cumulative adjustments will be recorded at that time.

Contracted Services Segment:
Diluted earnings from the contracted services segment increased $0.07 per share for the three months ended June 30, 2024 when compared to the same period in 2023, due to an increase in management fee revenue resulting from the resolution of various economic price adjustments and operation of the water and wastewater systems at the new bases (Naval Air Station Patuxent River and Joint Base Cape Cod) and an increase in construction activity largely resulting from timing differences of when construction work was performed in 2024 as compared to the same period in 2023, partially offset by an overall increase in operating expenses. The contracted services segment is expected to contribute $0.50 to $0.54 per share for the full 2024 year.
Year-to-Date (“YTD”) 2024 Results
•$0.50 per share decrease in recorded YTD 2024 consolidated diluted EPS compared to YTD 2023, or $0.01 per share increase as adjusted
◦YTD 2023 recorded results reflect the impact of retroactive rates of $0.38 per share related to the full year of 2022 due to receiving a final decision in the water utility general rate case.
◦YTD 2023 recorded results also reflect a favorable variance of $0.13 per share resulting from the reversal of revenues subject to refund previously recorded in 2022 following the receipt of a final decision in the cost of capital proceeding in June 2023.
The table below sets forth a comparison of the diluted earnings per share contribution by business segment and for the parent company as recorded during the year-to-date June 30, 2024 and 2023.

 Diluted Earnings per Share
 
Six Months Ended
 
 6/30/20246/30/2023CHANGE
Water$1.15 $1.65 $(0.50)
Electric0.06 0.09 (0.03)
Contracted services0.32 0.27 0.05 
AWR (parent)(0.06)(0.04)(0.02)
  Consolidated diluted earnings per share, as recorded (GAAP)$1.47 $1.97 $(0.50)
Adjustments to GAAP measure:
 Impact of retroactive rates related to the full year of 2022 from the final decision in the water general rate case*
— (0.38)0.38 
Impact related to the final cost of capital decision*— (0.13)0.13 
Consolidated diluted earnings per share, as adjusted (Non-GAAP)*$1.47 $1.46 $0.01 
Water diluted earnings per share, as adjusted (Non-GAAP)*$1.15 $1.14 $0.01 

* All adjustments to 2023’s recorded diluted earnings per share relate to the water segment. The water segment’s adjusted earnings for 2023 exclude both the impact of the final decision on the water general rate case that included retroactive rates related to the full year of 2022, and the impact of reversing previously recorded estimated 2022 revenues subject to refund as a result of the final cost of capital decision issued in June 2023 that made all adjustments to rates prospective. Both adjustments are shown separately in the table above.
As noted in the table above, consolidated diluted earnings for the six months ended June 30, 2024 were $1.47 per share, as compared to $1.97 per share recorded for the same period in 2023, a decrease of $0.50 per share. Included in the results for the six months ended June 30, 2023 were (i) the impact from the final decision in the water general rate case recorded in 2023 that included retroactive new rates related to the full 2022 year of $0.38 per share, and (ii) the impact of the final cost of capital decision that resulted in the reversal of estimated water


revenues subject to refund previously recorded in 2022 of $6.4 million, or $0.13 per share. Excluding these items from the first half of 2023, adjusted consolidated diluted earnings were $1.46 per share, compared to recorded consolidated earnings of $1.47 per share during the same period in 2024, an adjusted increase of $0.01 per share. There was a decrease in earnings in the YTD 2024 results of approximately $0.01 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program as previously discussed in the quarterly results.

The decrease in diluted earnings per share at the electric utility segment was largely due to not having new rates while awaiting the processing of the pending electric general rate case that will set new rates for 2023 – 2026. The increase in diluted earnings per share at the contracted services segment was largely due to an increase in management fee revenue resulting from the favorable resolution of various economic price adjustments and the commencement of operations of the water and wastewater systems at the new bases.

For more details on the YTD results, please refer to the company’s Form 10-Q filed with the Securities and Exchange Commission.

Dividends
On July 30, 2024, AWR’s Board of Directors approved an 8.3% increase in the third quarter dividend to $0.4655 per share from $0.4300 per share on AWR’s Common Shares. Dividends on the Common Shares will be paid on September 3, 2024 to shareholders of record at the close of business on August 16, 2024. AWR has paid common dividends every year since 1931, and has increased the dividends received by shareholders each calendar year for 70 consecutive years, which places it in an exclusive group of companies on the New York Stock Exchange that have achieved that result. The company has grown its quarterly dividend rate at a compound annual growth rate (“CAGR”) of 8.8% over the last five years since the third quarter of 2019 and is on pace to achieve an 8.0% CAGR in its calendar year dividend payments from 2014 – 2024. AWR's current policy is to achieve a CAGR in the dividend of more than 7% over the long-term.

Non-GAAP Financial Measures
This press release includes a discussion on AWR’s operations in terms of diluted earnings per share by business segment, which is each business segment’s earnings divided by the company’s weighted average number of diluted common shares. The impact of retroactive rates related to the full year 2022 recorded during the six months ended June 30, 2023 resulting from the final decision on the water general rate case approved in June 2023, and the impact from the reversal of revenues subject to refund due to a change in estimates recorded during the three and six months ended June 30, 2023 following the receipt of a final cost of capital decision in June 2023 have been excluded in this analysis when communicating AWR’s consolidated and water segment results for the three and six months ended June 30, 2024 and 2023 to help facilitate comparisons of AWR’s performance from period to period. All of these measures are derived from consolidated financial information but are not presented in our financial statements that are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States. These items constitute “non-GAAP financial measures” under Securities and Exchange Commission rules, which supplement our GAAP disclosures but should not be considered as an alternative to the respective GAAP measures. Furthermore, the non-GAAP financial measures may not be comparable to similarly titled non-GAAP financial measures of other registrants.

The company uses earnings per share by business segment as an important measure in evaluating its operating results and believes this measure is a useful internal benchmark in evaluating the performance of its operating segments. The company reviews this measurement regularly and compares it to historical periods and to the operating budget. The company has provided the computations and reconciliations of diluted earnings per share from the measure of operating income by business segment to AWR’s consolidated fully diluted earnings per share in this press release.

Forward-Looking Statements
Certain matters discussed in this press release with regard to the company’s expectations may be forward-looking statements that involve risks and uncertainties. The assumptions and risk factors that could cause actual results to differ materially include those described in the company’s most recent Form 10-Q and Form 10-K filed with the Securities and Exchange Commission.

Conference Call
Robert Sprowls, president and chief executive officer, and Eva Tang, senior vice president and chief financial officer, will host a conference call to discuss these results at 2:00 p.m. Eastern Time (11:00 a.m. Pacific Time) on Wednesday, August 7. There will be a question and answer session as part of the call. Interested parties can listen to the live conference call and view accompanying slides on the internet at www.aswater.com. The call will be archived on the website and available for replay beginning August 7, 2024 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time) through August 14, 2024.



About American States Water Company
American States Water Company is the parent of Golden State Water Company, Bear Valley Electric Service, Inc. and American States Utility Services, Inc., serving over one million people in ten states. Through its water utility subsidiary, Golden State Water Company, the company provides water service to approximately 264,400 customer connections located within more than 80 communities in Northern, Coastal and Southern California. Through its electric utility subsidiary, Bear Valley Electric Service, Inc., the company distributes electricity to approximately 24,800 customer connections in the City of Big Bear Lake and surrounding areas in San Bernardino County, California. Through its contracted services subsidiary, American States Utility Services, Inc., the company provides operations, maintenance and construction management services for water distribution, wastewater collection, and treatment facilities located on twelve military bases throughout the country under 50-year privatization contracts with the U.S. government and one military base under a 15-year contract.


CONTACT:Eva G. Tang
Senior Vice President-Finance, Chief Financial Officer,
Corporate Secretary and Treasurer
Telephone: (909) 394-3600, ext. 707


American States Water Company
Consolidated
Comparative Condensed Balance Sheets (Unaudited)
(in thousands)June 30, 2024December 31, 2023
Assets
Net Property, Plant and Equipment$1,981,636$1,892,280
Goodwill1,116 1,116 
Other Property and Investments45,923 42,932 
Current Assets209,523 205,978 
Other Assets110,122 103,816 
        Total Assets$2,348,320$2,246,122
Capitalization and Liabilities
Capitalization$1,473,505$1,351,664
Current Liabilities299,118 166,623 
Other Credits575,697 727,835 
        Total Capitalization and Liabilities$2,348,320$2,246,122
Condensed Statements of Income (Unaudited)
Three Months Ended 
 June 30,		Six Months Ended 
 June 30,
(in thousands, except per share amounts)2024202320242023
Operating Revenues
Water$110,424 $116,908 $200,689 $229,620 
Electric8,703 8,828 20,908 21,732 
Contracted services36,201 31,664 68,982 67,471 
               Total operating revenues155,328 157,400 290,579 318,823 
Operating Expenses
Water purchased17,968 18,070 31,729 32,374 
Power purchased for pumping3,521 2,869 6,353 5,223 
Groundwater production assessment5,818 5,365 10,672 9,198 
Power purchased for resale1,503 2,469 5,835 7,455 
Supply cost balancing accounts3,436 2,837 2,828 14,403 
Other operation10,733 9,716 20,356 19,832 
Administrative and general23,487 21,503 48,834 45,050 
Depreciation and amortization10,770 10,258 21,492 21,461 
Maintenance3,535 3,779 6,760 6,929 
Property and other taxes6,612 5,555 13,099 11,850 
ASUS construction16,197 16,034 31,899 34,938 
               Total operating expenses103,580 98,455 199,857 208,713 
Operating income51,748 58,945 90,722 110,110 
Other Income and Expenses
Interest expense(13,137)(10,728)(25,992)(20,209)
Interest income2,093 1,803 4,163 3,667 
Other, net1,519 1,705 3,861 3,316 
            Total other income and (expenses), net
(9,525)(7,220)(17,968)(13,226)
Income Before Income Tax Expense42,223 51,725 72,754 96,884 
Income tax expense10,359 13,204 17,755 23,956 
Net Income$31,864 $38,521 $54,999 $72,928 
Weighted average shares outstanding37,309 36,976 37,169 36,972 
Basic earnings per Common Share$0.85 $1.04 $1.48 $1.97 
Weighted average diluted shares37,418 37,067 37,263 37,058 
Fully diluted earnings per Common Share$0.85 $1.04 $1.47 $1.97 
Dividends paid per Common Share$0.4300 $0.3975 $0.8600 $0.7950 


Computation and Reconciliation of Non-GAAP Financial Measure (Unaudited)
Below are the computation and reconciliation of diluted earnings per share from the measure of operating income by business segment to AWR’s consolidated fully diluted earnings per share for the three and six months ended June 30, 2024 and 2023.
WaterElectricContracted ServicesAWR (Parent)Consolidated (GAAP)
In 000's except per share amountsQ2 2024Q2 2023Q2 2024Q2 2023Q2 2024Q2 2023Q2 2024Q2 2023Q2 2024Q2 2023
Operating income (loss)$40,565 $50,524 $1,233 $2,103 $9,952 $6,354 $(2)$(36)$51,748 $58,945 
Other (income) and expenses, net6,883 5,057 930 645 379 357 1,333 1,161 9,525 7,220 
Income tax expense (benefit)8,487 11,934 (39)247 2,322 1,506 (411)(483)10,359 13,204 
Net income (loss)$25,195 $33,533 $342 $1,211 $7,251 $4,491 $(924)$(714)$31,864 $38,521 
Weighted Average Number of Diluted Shares37,418 37,067 37,418 37,067 37,418 37,067 37,418 37,067 37,418 37,067 
Diluted earnings (loss) per share$0.67 $0.91 $0.01 $0.03 $0.19 $0.12 $(0.02)$(0.02)$0.85 $1.04 
WaterElectricContracted ServicesAWR (Parent)Consolidated (GAAP)
In 000's except per share amountsYTD 2024YTD 2023YTD 2024YTD 2023YTD 2024YTD 2023YTD 2024YTD 2023YTD 2024YTD 2023
Operating income (loss)$69,732 $90,763 $4,374 $5,734 $16,619 $13,650 $(3)$(37)$90,722 $110,110 
Other (income) and expenses, net12,432 8,923 1,769 1,205 712 614 3,055 2,484 17,968 13,226 
Income tax expense (benefit)14,311 20,844 521 948 3,882 3,191 (959)(1,027)17,755 23,956 
Net income (loss)$42,989 $60,996 $2,084 $3,581 $12,025 $9,845 $(2,099)$(1,494)$54,999 $72,928 
Weighted Average Number of Diluted Shares37,263 37,058 37,263 37,058 37,263 37,058 37,263 37,058 37,263 37,058 
Diluted earnings (loss) per share$1.15 $1.65 $0.06 $0.09 $0.32 $0.27 $(0.06)$(0.04)$1.47 $1.97 


v3.24.2.u1
Document and Entity Information
Aug. 06, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name AMERICAN STATES WATER CO
Entity Incorporation, State or Country Code CA
Entity File Number 001-14431
Entity Tax Identification Number 95-4676679
Entity Address, Address Line One 630 East Foothill Blvd.
Entity Address, City or Town San Dimas
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91773-1212
City Area Code 909
Local Phone Number 394-3600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security American States Water Company Common Shares
Trading Symbol AWR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001056903
Amendment Flag false
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