[10-Q] AMERICAN STATES WATER CO Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
American States Water Company (AWR) filed its Q3 2025 10‑Q, reporting higher results across its businesses. Total operating revenues were $182.7 million, up from $161.8 million a year ago, with net income of $41.2 million versus $35.8 million and diluted EPS of $1.06 versus $0.95. For the first nine months, revenue reached $493.8 million and net income was $101.7 million, reflecting growth in water, electric, and contracted services.
Cash from operations was $202.0 million year‑to‑date against capital expenditures of $173.1 million, supporting utility plant expansion. Financing steps included GSWC’s $100.0 million unsecured private notes (Series A 5.30% due 2032; Series B 5.65% due 2037) and BVES’s $50.0 million notes due 2030. AWR sold 201,212 shares via its ATM in Q3 for $14.7 million (nine months: 535,760 shares for $40.5 million), with $68.0 million remaining under the program. Credit facilities for AWR and GSWC now mature in June 2029 with capacities of $195.0 million and $200.0 million. The CPUC’s 2025–2027 rate decision transitioned GSWC to M‑WRAM/ICBA; GSWC recorded a $2.6 million retroactive revenue under‑collection and had $12.8 million of pre‑2025 WRAM/MCBA under‑collections under recovery. As of November 4, 2025, AWR had 38,714,426 common shares outstanding.
Positive
- None.
Negative
- None.
Insights
Solid quarter with stronger revenue and cash flow; neutral overall.
AWR posted year‑over‑year growth: Q3 operating revenue of
On financing, GSWC issued
Regulatory updates include the CPUC’s 2025–2027 rate decision, shifting to M‑WRAM and ICBA. GSWC recorded a
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 September 30, 2025
or
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
| for the transition period from to | ||
Commission file number 001-14431
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (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 | ||||||||||||
Commission file number 001-12008
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(909 ) 394-3600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
N/A | N/A | N/A | ||||||||||||
Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| American States Water Company | x | No | ¨ | ||||||||||||||
| Golden State Water Company | x | No | ¨ | ||||||||||||||
Indicate by check mark whether Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit such files).
| American States Water Company | x | No | ¨ | ||||||||||||||
| Golden State Water Company | x | No | ¨ | ||||||||||||||
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
American States Water Company
| x | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
Golden State Water Company
| Large accelerated filer | ¨ | Accelerated filer | ¨ | x | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
| American States Water Company | Yes | No | x | |||||||||||||||||
| Golden State Water Company | Yes | No | x | |||||||||||||||||
As of November 4, 2025, the number of common shares, no par value (“Common Shares”) outstanding of American States Water Company was 38,714,426 . As of November 4, 2025, all of the 177.4086 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 September 30, 2025 and December 31, 2024 | 2 | ||||||||||
Consolidated Statements of Income of American States Water Company for the Three and Nine Months Ended September 30, 2025 and 2024 | 4 | ||||||||||
Consolidated Statements of Changes in Common Shareholders’ Equity of American States Water Company for the Nine Months Ended September 30, 2025 | 5 | ||||||||||
Consolidated Statements of Changes in Common Shareholders’ Equity of American States Water Company for the Nine Months Ended September 30, 2024 | 6 | ||||||||||
Consolidated Statements of Cash Flows of American States Water Company for the Nine Months Ended September 30, 2025 and 2024 | 7 | ||||||||||
Balance Sheets of Golden State Water Company as of September 30, 2025 and December 31, 2024 | 8 | ||||||||||
Statements of Income of Golden State Water Company for the Three and Nine Months Ended September 30, 2025 and 2024 | 10 | ||||||||||
Statements of Changes in Common Shareholder's Equity of Golden State Water Company for the Nine Months Ended September 30, 2025 | 11 | ||||||||||
Statements of Changes in Common Shareholder's Equity of Golden State Water Company for the Nine Months Ended September 30, 2024 | 12 | ||||||||||
Statements of Cash Flows of Golden State Water Company for the Nine Months Ended September 30, 2025 and 2024 | 13 | ||||||||||
Notes to Consolidated Financial Statements | 14 | ||||||||||
Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | |||||||||
Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 60 | |||||||||
Item 4: | Controls and Procedures | 60 | |||||||||
Part II | Other Information | ||||||||||
Item 1: | Legal Proceedings | 61 | |||||||||
Item 1A: | Risk Factors | 61 | |||||||||
Item 2: | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities | 61 | |||||||||
Item 3: | Defaults Upon Senior Securities | 61 | |||||||||
Item 4: | Mine Safety Disclosure | 61 | |||||||||
Item 5: | Other Information | 61 | |||||||||
Item 6: | Exhibits | 62 | |||||||||
Signatures | 64 | ||||||||||
GLOSSARY OF TERMS
The following terms and acronyms used in this Form 10-Q are defined below:
| Term or Acronym | Definition | ||||
| AFUDC | Allowance for Funds Used During Construction | ||||
| ASUS | American States Utility Services, Inc. | ||||
| ATM | At-The-Market Offering Program | ||||
| AWR | American States Water Company | ||||
BRRAM | Base Revenue Requirement Adjustment Mechanism | ||||
| BSUS | Bay State Utility Services LLC | ||||
| BVES | Bear Valley Electric Service, Inc. | ||||
Cal Advocates | Public Advocates Office of the California Public Utilities Commission | ||||
| COC | Cost of Capital | ||||
| CPUC | California Public Utilities Commission | ||||
| DDW | Division of Drinking Water | ||||
| ECUS | Emerald Coast Utility Services, Inc. | ||||
| EPA | Economic Price Adjustment | ||||
| EPS | Earnings Per Share | ||||
ETR | Effective Tax Rate | ||||
| 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 | ||||
GRC | General Rate Case | ||||
| GSWC | Golden State Water Company | ||||
ICBA | Incremental Cost Balancing Account | ||||
M-WRAM | Monterey-style Water Revenue Adjustment Mechanism | ||||
| MCBA | Modified Cost Balancing Account | ||||
| ODUS | Old Dominion Utility Services, Inc. | ||||
| ONUS | Old North Utility Services, Inc. | ||||
PFAS | Per- and Polyfluoroalkyl Substances | ||||
| 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 | ||||
| SEC | Securities and Exchange Commission | ||||
| SERP | Supplemental Executive Retirement Plan | ||||
| SWRCB | State Water Resources Control Board | ||||
| TUS | Terrapin Utility Services, Inc. | ||||
| U.S. | United States | ||||
U.S. EPA | U.S. Environmental Protection Agency | ||||
| 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 and capital investments due to inflation, tariffs imposed, supply chain disruptions and increases in interest rates, while facing growing opposition to customer rate increases 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 regulations;
•all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments;
•all contracts for providing services on military bases may be terminated or suspended at any time by the government;
•ASUS is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties;
•GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties;
•we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized;
•the impact of water quality and wastewater quality regulations on military bases;
•asset or business acquisitions may not yield the anticipated benefits;
•the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations;
•our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions;
•increases in the costs of obtaining and complying with the terms of franchise agreements;
•damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions;
•costs and effects of legal and administrative proceedings, settlements, investigations and claims;
•our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts;
•the outbreak of pandemics, such as COVID-19, and other events may cause regionwide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results;
•the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations;
•the impact of groundwater contamination and the increasing costs associated with treatment of groundwater due to contamination and increasing water quality regulation and mitigation of contaminants;
•risks of incurring losses not covered by insurance or recoverable in rates;
•risks of inadequate insurance coverages to cover significant losses due to a wildfire as insurance coverages become more expensive or unavailable on reasonable terms;
•the adequacy of water supplies due to fluctuations of weather, climate change and other uncontrollable factors;
•the impact that water conservation efforts may have on GSWC’s operations and costs incurred;
•changes in electricity and natural gas prices in California;
•failure to make accurate estimates about financing and accounting matters;
•changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses;
•changes in fair value of investments and other assets;
•the performance of subcontractors engaged to assist us in the performance of contracted services on military bases;
•incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity;
•physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors;
•cybersecurity incidents or information and operational technology outages, including cybersecurity incidents and outages caused by third party solutions that support operational or business processes, could disrupt operations and critical technology systems, resulting in an inability to deliver services to customers, loss of financial and other information critical to operations or 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, tariffs imposed 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;
•delays in receiving payment or delays in price adjustments due to canceled or delayed appropriations specific to our projects, reductions in government spending for the military generally or military-base operations specifically or other delays in Congress approving appropriations. Appropriations and the timing of payment may be influenced by, among other things, the state of the economy, competing political priorities, budget constraints, the timing and amount of tax receipts, government shutdowns and the overall level of government expenditures;
•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.
Table of Contents
PART I
Item 1. Financial Statements
General
The basic financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments consisting of normal recurring items and estimates necessary for a fair statement of results for the interim period have been made.
It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto in the latest Annual Report on Form 10-K of American States Water Company and its wholly owned subsidiary, Golden State Water Company.
Filing Format
American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service, Inc. (“BVES”) and American States Utility Services, Inc. and its subsidiaries (“ASUS”).
This quarterly report on Form 10-Q is a combined report being filed by two separate Registrants: AWR and GSWC. For more information, please see Note 1 of the Notes to Consolidated Financial Statements and the heading titled “General” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. GSWC makes no representations as to the information contained in this report other than with respect to itself.
1
Table of Contents
AMERICAN STATES WATER COMPANY
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
| (in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Property, Plant and Equipment | ||||||||||||||
| Regulated utility plant, at cost | $ | $ | ||||||||||||
| Non-utility property, at cost | ||||||||||||||
| Total | ||||||||||||||
Less - accumulated depreciation | ( | ( | ||||||||||||
| Net property, plant and equipment | ||||||||||||||
| Other property and investments | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
Accounts receivable — customers (less allowance for doubtful accounts of $ | ||||||||||||||
| Unbilled receivable | ||||||||||||||
| Receivable from the U.S. government (Note 2) | ||||||||||||||
Other receivables (less allowance for doubtful accounts of $ | ||||||||||||||
Income taxes receivable | ||||||||||||||
| Materials and supplies | ||||||||||||||
| Regulatory assets — current | ||||||||||||||
| Prepayments and other current assets | ||||||||||||||
| Contract assets (Note 2) | ||||||||||||||
| Total current assets | ||||||||||||||
| Other Assets | ||||||||||||||
| Unbilled revenue — receivable from the U.S. government (Note 2) | ||||||||||||||
| Receivable from the U.S. government (Note 2) | ||||||||||||||
| Contract assets (Note 2) | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Regulatory assets | ||||||||||||||
| Other | ||||||||||||||
| Total other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
AMERICAN STATES WATER COMPANY
CONSOLIDATED BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
| (in thousands, except number of shares) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Capitalization | ||||||||||||||
Common shares, | ||||||||||||||
Authorized: | ||||||||||||||
Outstanding: | $ | $ | ||||||||||||
| Retained earnings | ||||||||||||||
| Total common shareholders’ equity | ||||||||||||||
| Long-term debt | ||||||||||||||
| Total capitalization | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Notes payable to banks | ||||||||||||||
| Long-term debt — current | ||||||||||||||
| Accounts payable | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Accrued other taxes | ||||||||||||||
| Accrued employee expenses | ||||||||||||||
| Accrued interest | ||||||||||||||
| Contract liabilities (Note 2) | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Purchase power contract derivative at fair value (Note 5) | ||||||||||||||
| Other | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other Credits | ||||||||||||||
| Notes payable to banks | ||||||||||||||
| Advances for construction | ||||||||||||||
Contributions in aid of construction – net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Regulatory liabilities | ||||||||||||||
| Unamortized investment tax credits | ||||||||||||||
| Accrued pension and other postretirement benefits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total other credits | ||||||||||||||
| Commitments and Contingencies (Note 9) | ||||||||||||||
| Total Capitalization and Liabilities | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
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AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Water | $ | $ | $ | $ | ||||||||||||||||||||||
| Electric | ||||||||||||||||||||||||||
| Contracted services | ||||||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Water purchased | ||||||||||||||||||||||||||
| Power purchased for pumping | ||||||||||||||||||||||||||
| Groundwater production assessment | ||||||||||||||||||||||||||
| Power purchased for resale | ||||||||||||||||||||||||||
| Supply cost balancing accounts | ( | ( | ( | |||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||
| ASUS construction | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| Other Income and Expenses | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Other, net | ||||||||||||||||||||||||||
| Total other income and expenses, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income tax expense | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||||||||||||||||
| Basic Earnings Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | ||||||||||||||||||||||||||
| Fully Diluted Earnings Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
| Dividends Paid Per Common Share | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
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AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CHANGES
IN COMMON SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
Issuance costs from an at-the-market offering program | ( | ( | ||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CHANGES
IN COMMON SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
(Unaudited)
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Issuance of Common Shares from an at-the-market offering program, net of issuance costs | ||||||||||||||||||||||||||
| Issuances of Common Shares under stock-based compensation plans | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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AMERICAN STATES WATER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Deferred income taxes and investment tax credits | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
(Gain) loss on investments held in a trust | ( | ( | ||||||||||||
| Other — net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable — customers | ( | ( | ||||||||||||
| Unbilled receivable | ( | |||||||||||||
Other receivables | ||||||||||||||
| Receivables from the U.S. government | ||||||||||||||
| Materials and supplies | ( | |||||||||||||
| Prepayments and other assets | ( | |||||||||||||
| Contract assets | ( | ( | ||||||||||||
| Regulatory assets/liabilities | ||||||||||||||
| Accounts payable | ||||||||||||||
| Income taxes receivable/payable | ( | |||||||||||||
| Contract liabilities | ||||||||||||||
| Accrued pension and other postretirement benefits | ( | ( | ||||||||||||
| Other liabilities | ||||||||||||||
Net cash provided (used) | ||||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||
| Proceeds from issuance of Common Shares, net of issuance costs | ||||||||||||||
| Receipt of advances for and contributions in aid of construction | ||||||||||||||
| Refunds on advances for construction | ( | ( | ||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Proceeds from the issuance of long-term debt, net of issuance costs | ||||||||||||||
| Net changes in notes payable to banks | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
Net cash provided (used) | ( | |||||||||||||
| Net change in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash transactions: | ||||||||||||||
| Accrued payables for investment in utility plant | $ | $ | ||||||||||||
| Property installed by developers and conveyed | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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GOLDEN STATE WATER COMPANY
BALANCE SHEETS
ASSETS
(Unaudited)
| (in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Utility Plant | ||||||||||||||
| Utility plant, at cost | $ | $ | ||||||||||||
Less - accumulated depreciation | ( | ( | ||||||||||||
| Net utility plant | ||||||||||||||
| Other Property and Investments | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
Accounts receivable — customers (less allowance for doubtful accounts of $ | ||||||||||||||
| Unbilled receivable | ||||||||||||||
Other receivables (less allowance for doubtful accounts of $ | ||||||||||||||
Receivable from affiliate | ||||||||||||||
| Income taxes receivable from Parent | ||||||||||||||
| Materials and supplies | ||||||||||||||
| Regulatory assets — current | ||||||||||||||
| Prepayments and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Other Assets | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other | ||||||||||||||
| Total other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
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GOLDEN STATE WATER COMPANY
BALANCE SHEETS
CAPITALIZATION AND LIABILITIES
(Unaudited)
| (in thousands, except number of shares) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Capitalization | ||||||||||||||
Common Shares, | ||||||||||||||
Authorized: | ||||||||||||||
Outstanding: | $ | $ | ||||||||||||
| Retained earnings | ||||||||||||||
| Total common shareholder’s equity | ||||||||||||||
| Long-term debt | ||||||||||||||
| Total capitalization | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Notes payable to banks | ||||||||||||||
| Long-term debt — current | ||||||||||||||
Payable to affiliate | ||||||||||||||
| Accounts payable | ||||||||||||||
| Income taxes payable to Parent | ||||||||||||||
| Accrued other taxes | ||||||||||||||
| Accrued employee expenses | ||||||||||||||
| Accrued interest | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Other Credits | ||||||||||||||
| Advances for construction | ||||||||||||||
| Contributions in aid of construction — net | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Regulatory liabilities | ||||||||||||||
| Unamortized investment tax credits | ||||||||||||||
| Accrued pension and other postretirement benefits | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total other credits | ||||||||||||||
| Commitments and Contingencies (Note 9) | ||||||||||||||
| Total Capitalization and Liabilities | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
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GOLDEN STATE WATER COMPANY
STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||||||||
| Water | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||
| Water purchased | |||||||||||||||||||||||||||||
| Power purchased for pumping | |||||||||||||||||||||||||||||
| Groundwater production assessment | |||||||||||||||||||||||||||||
| Supply cost balancing accounts | ( | ||||||||||||||||||||||||||||
| Other operation | |||||||||||||||||||||||||||||
| Administrative and general | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Maintenance | |||||||||||||||||||||||||||||
| Property and other taxes | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||||||||
| Other Income and Expenses | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||||||||
| Total other income and expenses, net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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GOLDEN STATE WATER COMPANY
STATEMENTS OF CHANGES
IN COMMON SHAREHOLDER’S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands, except number of shares) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
Issuance of Common Shares to Parent | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GOLDEN STATE WATER COMPANY
STATEMENTS OF CHANGES
IN COMMON SHAREHOLDER’S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
(Unaudited)
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||
| Number | ||||||||||||||||||||||||||
| of | Retained | |||||||||||||||||||||||||
| (in thousands, except number of shares) | Shares | Amount | Earnings | Total | ||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | |||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Stock-based compensation, net of taxes paid from shares withheld from employees related to net share settlements (Note 4) | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Deduct: | ||||||||||||||||||||||||||
| Dividends on Common Shares | ||||||||||||||||||||||||||
| Dividend equivalent rights on stock-based awards not paid in cash | ||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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GOLDEN STATE WATER COMPANY
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Cash Flows From Operating Activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Deferred income taxes and investment tax credits | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
(Gain) loss on investments held in a trust | ( | ( | ||||||||||||
| Other — net | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable — customers | ( | ( | ||||||||||||
| Unbilled receivable | ( | ( | ||||||||||||
Other receivables | ||||||||||||||
| Materials and supplies | ( | ( | ||||||||||||
| Prepayments and other assets | ||||||||||||||
| Regulatory assets/liabilities | ||||||||||||||
| Accounts payable | ||||||||||||||
Receivable/payable from/to affiliate | ||||||||||||||
| Income taxes receivable/payable from/to Parent | ( | |||||||||||||
| Accrued pension and other postretirement benefits | ( | ( | ||||||||||||
| Other liabilities | ( | |||||||||||||
Net cash provided (used) | ||||||||||||||
| Cash Flows From Investing Activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
Net cash provided (used) | ( | ( | ||||||||||||
| Cash Flows From Financing Activities: | ||||||||||||||
Proceeds from issuance of Common Shares to AWR (parent) | ||||||||||||||
| Receipt of advances for and contributions in aid of construction | ||||||||||||||
| Refunds on advances for construction | ( | ( | ||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||
| Proceeds from the issuance of long-term debt, net of issuance costs | ||||||||||||||
Net changes in notes payable to banks | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
Net cash provided (used) | ( | |||||||||||||
| Net change in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
| Non-cash transactions: | ||||||||||||||
| Accrued payables for investment in utility plant | $ | $ | ||||||||||||
| Property installed by developers and conveyed | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
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Table of Contents
AMERICAN STATES WATER COMPANY AND SUBSIDIARIES
AND
GOLDEN STATE WATER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Summary of Significant Accounting Policies
Nature of Operations: American States Water Company (“AWR”) is the parent company of Golden State Water Company (“GSWC”), Bear Valley Electric Service Inc. (“BVES”), and American States Utility Services, Inc. (“ASUS”) (and its subsidiaries, Fort Bliss Water Services Company (“FBWS”), Old Dominion Utility Services, Inc. (“ODUS”), Terrapin Utility Services, Inc. (“TUS”), Palmetto State Utility Services, Inc. (“PSUS”), Old North Utility Services, Inc. (“ONUS”), Emerald Coast Utility Services, Inc. (“ECUS”), Fort Riley Utility Services, Inc. (“FRUS”), Bay State Utility Services LLC (“BSUS”), and Patuxent River Utility Services LLC (“PRUS”)). AWR and its subsidiaries may be collectively referred to as “the Company.” AWR, through its wholly owned subsidiaries, serves over one million people in ten states.
GSWC and BVES are both California public utilities. GSWC engages in the purchase, production, distribution and sale of water throughout California serving approximately 265,000 customer connections. BVES distributes electricity in several San Bernardino County mountain communities in California serving approximately 25,000 customer connections. The California Public Utilities Commission (“CPUC”) regulates GSWC’s and BVES’s businesses in matters including properties, rates, services, facilities, and transactions between GSWC, BVES, and their affiliates.
In August 2023, GSWC entered into an agreement, subject to CPUC approval, to purchase from a developer the water and wastewater system assets located in California’s Central Coast region. This is a new planned community, which will serve up to approximately 1,300 customers at full build out, which is anticipated to occur by 2034 under the current construction schedule, barring any future delays. On December 5, 2024, the CPUC approved a final decision granting GSWC’s Certificates of Public Convenience and Necessity that will establish rates for water and wastewater services, including GSWC’s recovery of the purchase price through future customer rates. After receiving CPUC approval and finalizing other closing procedures in May 2025, the parties completed the closing of the transaction, which included the initial installation and conveyance of the water and wastewater system assets of $10.7 million by the developer, a non-cash transaction to the Registrant recorded during the second quarter of 2025 that resulted in an increase in GSWC’s utility plant with corresponding increases in advances for and contributions in aid of construction. GSWC began serving a few customers during the second quarter in connection with this transaction. In the future, GSWC will take ownership of the incremental water and wastewater system assets in phases as they are completed and ready to accommodate new connections.
ASUS, through its wholly owned subsidiaries, operates, maintains and performs construction activities (including renewal and replacement capital work) on water and/or wastewater systems at various U.S. military bases pursuant to initial 50 -year firm fixed-price contracts with the U.S. government and one 15 -year contract with the U.S. government. These contracts are subject to annual economic price adjustments and modifications for changes in circumstances, changes in laws and regulations, and additions to the contract value for new construction of facilities at the military bases. ASUS also from time to time performs construction services on military bases as a subcontractor.
There is no direct regulatory oversight by the CPUC over AWR or the operations, rates or services provided by ASUS or any of its wholly owned subsidiaries.
Basis of Presentation: The consolidated financial statements and notes hereto are presented in a combined report filed by two separate Registrants: AWR and GSWC. References in this report to “Registrant” are to AWR and GSWC, collectively, unless otherwise specified. AWR owns all of the outstanding common shares of GSWC, BVES and ASUS. ASUS owns all of the outstanding equity of its subsidiaries. The consolidated financial statements of AWR include the accounts of AWR and its subsidiaries. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany transactions and balances have been eliminated in AWR’s consolidated financial statements.
The consolidated financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The December 31, 2024 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of management, all adjustments consisting of normal, recurring items, and estimates necessary for a fair statement of the results for the interim periods have been made. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Form 10-K for the year ended December 31, 2024 filed with the SEC.
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Table of Contents
Related Party and Intercompany Transactions: GSWC, BVES and ASUS provide and/or receive various support services to and from their parent, AWR, and among themselves. GSWC allocates certain corporate office administrative and general costs to its affiliates, BVES and ASUS, using allocation factors approved by the CPUC. GSWC allocated corporate office administrative and general costs to BVES of $0.8 million and $0.7 million during the three months ended September 30, 2025 and 2024, respectively, and $2.7 million and $2.4 million during the nine month periods ended September 30, 2025 and 2024, respectively. GSWC also allocated corporate office administrative and general costs to ASUS of approximately $1.2 4.0
When necessary, AWR will make capital contributions to its regulated utilities in order to maintain the CPUC-authorized capital structure. In May 2025, GSWC issued 3.6500 Common Shares to AWR for total proceeds of $50.0 million. GSWC used the proceeds from the stock issuance to pay down outstanding borrowings under its revolving credit facility, as discussed below under Liquidity and Financing Activities.
Liquidity and Financing Activities: On February 27, 2024, AWR entered into an Equity Distribution Agreement with third-party sales agents, under which AWR may offer and sell its Common Shares, from time to time at its sole discretion, through an at-the-market (“ATM”) offering program having an aggregate gross offering price of up to $200 million over a three-year period and pursuant to AWR’s effective shelf registration statement on Form S-3. AWR intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, including, but not limited to, repayment of debt and equity contributions to its subsidiaries.
During the three months ended September 30, 2025 and 2024, AWR sold 201,212 and 335,449 Common Shares, respectively, through its ATM offering program and raised proceeds of $14.7 million, net of $0.2 million in commissions paid, and $27.0 million, net of $0.4 million in commissions paid, respectively, under the terms of the Equity Distribution Agreement. AWR also incurred $0.1 535,760 and 791,097 Common Shares, respectively, through the ATM offering program and raised proceeds of $40.5 million, net of $0.6 million in commissions paid, and $60.0 million, net of $0.9 million in commissions paid, respectively. AWR also incurred $0.3 million and $0.8 million of other expenses during the nine months ended September 30, 2025 and 2024, respectively, which was primarily legal and other costs. As of September 30, 2025, approximately $68.0 million remains available for sale under the ATM offering program.
AWR and GSWC each have credit agreements with original terms of five years , which were scheduled to mature in June 2028. Both credit agreements, as amended, are now scheduled to mature in June 2029. In addition, as part of its amendment, AWR expanded its credit facility borrowing capacity from $165.0 million to $195.0 million through an existing bank from the original syndicate group and the addition of a new bank to the existing syndicate group participating in AWR’s credit facility. AWR’s credit facility is primarily used to provide support to AWR (parent) and ASUS. As of September 30, 2025, the credit agreements provided AWR and GSWC unsecured revolving credit facilities with borrowing capacities of $195.0 million and $200.0 million, respectively. Under the terms of the credit agreements, as of September 30, 2025, the borrowing capacities for AWR and GSWC may be expanded up to an additional $30.0 million and $75.0 million, respectively, subject to the lenders’ approval. As of September 30, 2025, AWR’s outstanding borrowings under its credit facility of $119.0 million have been classified as non-current liabilities on AWR’s Consolidated Balance Sheet. GSWC’s credit facility provides support for its water operations. As of September 30, 2025, there were no outstanding borrowings under GSWC's facility.
On March 13, 2025, the CPUC issued a final decision in GSWC’s financing application, which approves, among other items, GSWC’s request to issue up to $750.0 million of new long-term debt and equity securities. Following approval of the new financing application, on May 29, 2025, GSWC completed the issuance of $100.0 million of unsecured private-placement notes consisting of: $75.0 million aggregated principal Series A Senior Notes at a coupon rate of 5.30 % due May 29, 2032 and $25.0 million aggregated principal Series B Senior Notes at a coupon rate of 5.65 % due May 29, 2037. GSWC used the proceeds from this debt issuance and the proceeds of the previously mentioned equity issuance to pay down all outstanding borrowings under its revolving credit facility.
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Recent Accounting Pronouncements: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (Improvements to Income Tax Disclosures) requiring public entities to provide more disclosures primarily related to the income tax rate reconciliation and income taxes paid. The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for annual periods beginning after December 15, 2024 and will be applied prospectively to the annual income tax disclosures starting with Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025. Registrant is currently evaluating the impact of this standard on its annual income tax disclosures.
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Note 2 — Revenues
Most of Registrant’s revenues are derived from contracts with customers, including tariff-based revenues from its regulated utilities at GSWC and BVES. ASUS’s initial firm fixed-price long-term contracts with the U.S. government are considered service concession arrangements under ASC 853, Service Concession Arrangements. ASUS’s military base contracts consist primarily of 50 -year contracts and one 15 -year contract with the U.S. government. Accordingly, the services under these contracts are accounted for under Topic 606—Revenue from Contracts with Customers, and the water and/or wastewater systems are not recorded as Property, Plant and Equipment on Registrant’s balance sheets.
Although GSWC and BVES have a diversified customer base of residential, commercial, industrial, and other customers, revenues derived from residential and commercial customers generally account for approximately 90 % of total water and electric revenues. Most of ASUS’s revenues are derived from the U.S. government. For the three and nine months ended September 30, 2025 and 2024, disaggregated revenues from contracts with customers by segment were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Water: | |||||||||||||||||||||||||||||
| Tariff-based revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| CPUC-approved surcharges (cost-recovery activities) | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Water revenues from contracts with customers | |||||||||||||||||||||||||||||
| M-WRAM/WRAM under/(over)-collection (alternative revenue programs) (1) | ( | ( | |||||||||||||||||||||||||||
| Total water revenues | |||||||||||||||||||||||||||||
| Electric: | |||||||||||||||||||||||||||||
| Tariff-based revenues | |||||||||||||||||||||||||||||
| CPUC-approved surcharges (cost-recovery activities) | |||||||||||||||||||||||||||||
| Electric revenues from contracts with customers | |||||||||||||||||||||||||||||
| BRRAM under/(over)-collection (alternative revenue program) | ( | ||||||||||||||||||||||||||||
| Total electric revenues | |||||||||||||||||||||||||||||
| Contracted services: | |||||||||||||||||||||||||||||
| Water | |||||||||||||||||||||||||||||
| Wastewater | |||||||||||||||||||||||||||||
Contracted services revenues from contracts with customers | |||||||||||||||||||||||||||||
| Total AWR revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) On January 30, 2025, the CPUC issued a final decision in connection with GSWC’s general rate case (“GRC”) that adopted a settlement agreement between GSWC and Cal Advocates and set new rates for 2025 – 2027, with rates retroactive to January 1, 2025. The final decision rejected GSWC’s request for the continuation of the WRAM, and instead orders GSWC to transition to a modified rate adjustment mechanism (a Monterey-style WRAM or “M-WRAM”). The M-WRAM tracks the difference between the revenue based on actual metered sales through a tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a standard quantity rate had been in effect. During the three and nine months ended September 30, 2025, the balances recorded in the new M-WRAM were not material.
The opening and closing balances of the receivable from the U.S. government, contract assets, and contract liabilities from contracts with customers, which are related entirely to ASUS, are as follows:
| (dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Unbilled receivables | $ | $ | ||||||||||||
| Receivable from the U.S. government | $ | $ | ||||||||||||
| Contract assets | $ | $ | ||||||||||||
| Contract liabilities | $ | $ | ||||||||||||
Unbilled receivables and Receivable from the U.S. government represent receivables where the right to payment is conditional only by the passage of time.
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Contract Assets - Contract assets are assets of ASUS and its subsidiaries and consist of unbilled revenues recognized from work-in-progress construction projects, where the right to payment is conditional on something other than the passage of time. The classification of this asset as current or noncurrent is based on the timing of when ASUS expects to bill these amounts.
Contract Liabilities - Contract liabilities are liabilities of ASUS and consist of billings in excess of revenue recognized. The classification of this liability as current or noncurrent is based on the timing of when ASUS expects to recognize revenue. Contracted services revenues recognized during the three and nine months ended September 30, 2025, which were included in contract liabilities at the beginning of the period were approximately $3.9 million and $4.3 million, respectively. Contracted services revenues recognized during the three and nine months ended September 30, 2025 from performance obligations satisfied in previous periods were not material.
Note 3 — Regulatory Matters
In accordance with accounting principles for rate-regulated enterprises, GSWC and BVES record regulatory assets, which represent probable future recovery of incurred costs from customers through the ratemaking process, and regulatory liabilities, which represent probable future refunds that are to be credited to customers through the ratemaking process. At September 30, 2025, GSWC and BVES had $29.2 million of net regulatory assets on the balance sheets, which included $135.9 million of regulatory assets net of $106.7 million of regulatory liabilities. As authorized by the CPUC, the majority of the regulatory assets and liabilities accrue interest at the current 90 -day commercial-paper rate. There are approximately $38.3 million of regulatory assets not accruing a carrying cost, which included $21.0 million related to flowed-through deferred income taxes including the gross-up portion on the deferred tax resulting from the excess deferred income tax regulatory liability, and $14.3 million related to memorandum accounts authorized by the CPUC to track unrealized gains and losses on BVES’s purchase power contracts over the term of the contracts. The remaining $3.0 million relates to other regulatory assets that do not provide for a carrying cost. Furthermore, there are $102.6 million of regulatory liabilities not incurring interest that consisted of $67.2 million related to excess deferred income taxes arising from the lower federal income tax rate under the Tax Cuts and Jobs Act enacted in December 2017 that are being refunded to customers, and $23.0 million related to the net over funded positions in Registrant’s pension and other retirement obligations (not including the two-way pension balancing accounts, which accrues interest). The remaining $12.4 million relates to the PFAS contamination litigation proceeds memorandum account that also does not accrue interest.
Regulatory assets represent costs incurred by GSWC and/or BVES for which they have received or expect to receive rate recovery in the future. In determining the probability of costs being recognized in other periods, GSWC and BVES consider regulatory rules and decisions, past practices, and other facts or circumstances that would indicate if recovery is probable. If the CPUC determines that a portion of either GSWC’s or BVES’s regulatory assets are not recoverable in customer rates, the applicable utility must determine if it has suffered an asset impairment that requires it to write down the asset’s value. Regulatory assets are offset against regulatory liabilities within each ratemaking area. Amounts expected to be collected or refunded in the next twelve months have been classified as current assets and current liabilities by ratemaking area.
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Regulatory assets, less regulatory liabilities, included in the consolidated balance sheets are as follows:
| (dollars in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| GSWC | ||||||||||||||
2025 general rate case memorandum account (unbilled revenue) | $ | $ | ||||||||||||
| 2022/2023 general rate case memorandum accounts (unbilled revenue) | ||||||||||||||
| Water revenue adjustment mechanism, net of modified cost balancing account | ||||||||||||||
| Asset retirement obligations | ||||||||||||||
| Flowed-through deferred income taxes, net | ||||||||||||||
| Low income rate assistance balancing accounts | ||||||||||||||
| Other regulatory assets | ||||||||||||||
| Excess deferred income taxes | ( | ( | ||||||||||||
| Pensions and other post-retirement obligations | ( | ( | ||||||||||||
Per-and Polyfluoroalkyl Substances (“PFAS”) Contamination Litigation Proceeds Memorandum Account | ( | |||||||||||||
| Other regulatory liabilities | ( | ( | ||||||||||||
| Total GSWC | $ | ( | $ | |||||||||||
| BVES | ||||||||||||||
| Derivative instrument memorandum account (Note 5) | $ | $ | ||||||||||||
| 2023/2024 general rate case memorandum accounts (unbilled revenue) | ||||||||||||||
| Wildfire mitigation and other fire prevention related costs memorandum accounts | ||||||||||||||
| Other regulatory assets | ||||||||||||||
| Other regulatory liabilities | ( | ( | ||||||||||||
| Total BVES | $ | $ | ||||||||||||
| Total AWR | $ | $ | ||||||||||||
Regulatory matters are discussed in the consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024 filed with the SEC. The discussion below focuses on significant matters and developments since December 31, 2024.
2025 General Rate Case Memorandum Account:
On January 30, 2025, the CPUC issued a final decision in connection with GSWC’s general rate case that adopted a settlement agreement between GSWC and Cal Advocates and set new rates for 2025 – 2027. GSWC continued to bill its customers based on the existing adopted 2024 rates until the new 2025 rates were approved and implemented effective February 1, 2025. GSWC filed with the CPUC to establish a memorandum account to track interim rates, which made the new 2025 rates retroactive to January 1, 2025. As of September 30, 2025, there is an aggregate cumulative balance of $2.6 million under-collection recorded as a regulatory asset for retroactive water revenues. On April 14, 2025, GSWC filed an advice letter to recover the cumulative retroactive amounts related to January 2025 with a 12 -month surcharge effective May 1, 2025.
Alternative-Revenue Programs:
Since 2008 and through December 31, 2024, GSWC recorded the difference between what it bills its water customers and that which is authorized by the CPUC using the Water Revenue Adjustment Mechanism (“WRAM”) and the Modified Cost Balancing Account (“MCBA”) approved by the CPUC. The over- or under-collection of the WRAM is aggregated with the MCBA over- or under-collection for the corresponding ratemaking area and bears interest at the current 90 -day commercial-paper rate. As of September 30, 2025, GSWC had an aggregated regulatory asset of $12.8 million, which is comprised of a $12.3 million under-collection in the WRAM accounts and a $0.5 million under-collection in the MCBA accounts, both related to pre-2025 revenue and supply cost activity. The surcharges for all pre-2025 WRAM/MCBA balances were implemented on May 1, 2025, with the majority of the balances to be recovered within 18 months.
The CPUC’s final decision in GSWC's most recent GRC setting rates for the years 2025 - 2027 rejected GSWC’s request for the continuation of the WRAM and MCBA, and instead ordered GSWC to transition to a modified rate adjustment mechanism (a Monterey-style WRAM or “M-WRAM”) and an incremental cost balancing account (“ICBA”) for supply costs. The new M-WRAM tracks the difference between the revenue based on actual metered sales through a tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a standard quantity rate had been in effect. The new ICBA for supply costs tracks differences between the CPUC-authorized per-unit prices of water production costs and actual per-unit prices
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of water production costs. Both the M-WRAM and the ICBA were effective January 1, 2025. During the three and nine months ended September 30, 2025, the balances recorded in the new M-WRAM and ICBA were not significant.
PFAS Contamination Litigation Proceeds Memorandum Account:
GSWC has been a plaintiff in class action lawsuits related to PFAS contamination affecting public water systems. Pursuant to a class settlement agreement, during the second quarter of 2025, GSWC was notified that it will receive from 3M Company approximately $19 million, net of legal fees. In June 2025, 3M Company paid a portion of this amount into a qualified settlement fund totaling approximately $12.5 million to be administered by a custodian for the benefit of GSWC. The class settlement agreement among 3M Company and the class of eligible public water systems was entered into on June 22, 2023 and resolved any claims for PFAS contamination with 3M Company. The class settlement agreement between the parties was approved by an order issued by the Federal District Court of South Carolina on March 29, 2024. Accordingly, in the second quarter of 2025, GSWC recognized a $12.5 million receivable along with a corresponding regulatory liability (as discussed below) as the amount was realizable and collection was virtually certain. GSWC received the first payment of $3.8 million in August, and the remainder of the $12.5 million in October 2025. Based on the settlement agreement with 3M Company, GSWC expects to be paid the remaining settlement payments of approximately $6.5 million during 2026 – 2033, however, collectability is not virtually certain in order to recognize this amount as a receivable and corresponding regulatory liability as of September 30, 2025.
Settlement proceeds received by GSWC may be used for future capital investments or operations and maintenance expenses related to PFAS water contamination to its water systems or any PFAS related litigation against its water systems, which benefit GSWC’s customers. The CPUC has authorized GSWC to track in a memorandum account the settlement payments received by GSWC from lawsuits related to PFAS contamination in its water systems, which include the proceeds received for participation in the 3M Company class action lawsuit. The amounts in the memorandum account have been recorded as a regulatory liability to be used in the future to offset the incremental investments in replacement and treatment of property, as well as operations and maintenance expenses and other direct expenses related to PFAS contamination. As of September 30, 2025, GSWC has a $12.4 million regulatory liability related to the PFAS contamination litigation proceeds memorandum account.
GSWC continues to monitor contaminant levels for PFAS compounds in accordance with final U.S. EPA regulations. Proceeds received from 3M Company will not be sufficient to pay for all PFAS-related liabilities that will ultimately be incurred by GSWC, whether related to capital investments, operation and maintenance expenses, or litigation brought against GSWC. However, the CPUC has also authorized GSWC to track incremental expenses, including laboratory testing and monitoring costs, customer and public notification costs and chemical and operating treatment costs, incurred as a result of PFAS contamination in a separate memorandum account to be filed with the CPUC for future recovery.
BVES Regulatory Assets:
On January 16, 2025, the CPUC adopted a final decision that, among other things, set the new rates for the years 2023 – 2026 and adopted a settlement agreement in its entirety. BVES was authorized by the CPUC to establish a general rate case memorandum account that made the new rates retroactive to January 1, 2023 with new 2025 rates implemented effective March 1, 2025. Because of the delay in finalizing the electric general rate case, billed electric revenues for the years of 2023, 2024 and through February 2025, were based on 2022 adopted rates. The general rate case memorandum account tracks the revenue differences between the 2022 adopted rates and the 2023 and 2024 rates authorized by the CPUC for future recovery. As of September 30, 2025, the aggregate cumulative under-collection in retroactive revenues related to the full year of 2023 and 2024 amounted to $8.9 million. On February 28, 2025, BVES filed an advice letter to recover the cumulative retroactive amounts related to 2023 and 2024 through a surcharge to be collected over a 36 -month period. The surcharge was implemented and made effective on April 1, 2025. Furthermore, the impact of the new rates related to the months of January and February 2025 have been added to the Base Revenue Requirement Adjustment Mechanism balancing account for future recovery.
Among other things, the settlement agreement adopted in the final decision also approved for recovery the requested capital expenditures and other incremental operating costs already incurred prior to 2023 in connection with BVES’s wildfire mitigation plans (“WMP”s) that were not included in customer rates prior to receiving a final CPUC decision on its recent general rate case. The decision approved BVES’s recovery of incremental vegetation management costs and other wildfire mitigation and prevention costs incurred prior to 2023 that were being tracked in memorandum accounts for future recovery and were recorded as regulatory assets. As of September 30, 2025, BVES had a total of approximately $13.0 million in regulatory assets related to these memorandum accounts. BVES filed advice letters to recover all pre-2023 costs included in these memorandum accounts that are being recovered over a period of 24 to 36 months through surcharges implemented on March 1, 2025 and April 1, 2025.
Other Regulatory Assets:
Other regulatory assets represent costs incurred by GSWC or BVES for which they have received or expect to receive rate recovery in the future. Registrant believes that these regulatory assets are supported by regulatory rules and decisions, past practices, and other facts or circumstances that indicate recovery is probable. If the CPUC determines that a portion of either
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Note 4 — Earnings per Share/Capital Stock
In accordance with the accounting guidance for participating securities and earnings per share (“EPS”), Registrant uses the “two-class” method of computing EPS. The “two-class” method is an earnings allocation formula that determines EPS for each class of common stock and participating security. AWR has participating securities related to restricted stock units that earn dividend equivalents on an equal basis with AWR’s Common Shares, and that have been issued under AWR’s stock incentive plans for employees and the non-employee directors stock plans. In applying the “two-class” method, undistributed earnings are allocated to both Common Shares and participating securities.
The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate basic EPS:
| Basic: | For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: impact from participating securities | |||||||||||||||||||||||||||||
| Total income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted average Common Shares outstanding, basic | |||||||||||||||||||||||||||||
| Basic earnings per Common Share | $ | $ | $ | $ | |||||||||||||||||||||||||
Diluted EPS is based upon the weighted average number of Common Shares, including both outstanding shares and shares potentially issuable in connection with restricted stock units granted under AWR’s stock incentive plans for employees and directors, and net income. There were no
The following is a reconciliation of Registrant’s net income and weighted average Common Shares outstanding used to calculate diluted EPS:
| Diluted: | For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Common shareholders earnings, basic | $ | $ | $ | $ | |||||||||||||||||||||||||
Undistributed earnings for dilutive restricted stock units | |||||||||||||||||||||||||||||
| Total common shareholders earnings, diluted | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted average Common Shares outstanding, basic | |||||||||||||||||||||||||||||
Stock-based compensation (1) | |||||||||||||||||||||||||||||
| Weighted average Common Shares outstanding, diluted | |||||||||||||||||||||||||||||
| Diluted earnings per Common Share | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) In applying the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in calculating diluted EPS, 154,489 and 135,575 restricted stock units, including performance awards to officers of the Company at September 30, 2025 and 2024, respectively, were deemed to be outstanding and included in the calculation of diluted EPS.
During the three months ended September 30, 2025 and 2024, AWR sold 201,212 and 335,449 Common Shares, respectively, through its ATM offering program and raised proceeds of $14.7 million, net of $0.2 million in commissions paid and $27.0 million, net of $0.4 million in commissions paid, respectively. During the nine months ended September 30, 2025 and 2024, AWR sold 535,760 and 791,097 Common Shares, respectively, through its ATM offering program and raised proceeds of $40.5 million, net of $0.6 million in commissions paid and $60.0 million, net of $0.9 million in commissions paid, respectively (Note 1).
During the nine months ended September 30, 2025 and 2024, AWR also issued 27,639 and 25,164 Common Shares related to restricted stock units, respectively, pursuant to stock-based compensation plans.
During the nine months ended September 30, 2025 and 2024, AWR paid $1.3 million and $1.1 million, respectively, to taxing authorities on employees’ behalf for shares withheld related to net share settlements. During the nine months ended September 30, 2025 and 2024, GSWC paid $1.2 million and $1.1 million, respectively, to taxing authorities on employees’ behalf
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for shares withheld related to net share settlements. These payments are included in the stock-based compensation caption of the statements of equity.
During the three months ended September 30, 2025 and 2024, AWR paid quarterly dividends of approximately $19.4 million, or $0.5040 per share, and $17.5 million, or $0.4655 per share, respectively. During the nine months ended September 30, 2025 and 2024, AWR paid dividends of approximately $55.1 million, or $1.4350 per share, and $49.4 million, or $1.3255 per share, respectively.
During the three and nine months ended September 30, 2025 , GSWC paid dividends of $19.5 million and $37.5 million, respectively, to AWR. GSWC paid dividends of $17.5 6.0 16.0 million to AWR during the nine months ended September 30, 2024.
Note 5 — Derivative Instruments
In May 2025, the CPUC approved a new power purchase contract between BVES and a third party. The new contract provides for the purchase of electricity during a delivery period from June 1, 2025 through December 31, 2028 and is subject to the accounting guidance for derivatives and requires mark-to-market accounting. In addition, BVES continues to procure renewable portfolio standard eligible energy and renewable energy credits as a bundled product through a contract that delivers through December 31, 2035. Under this contract, there is an embedded derivative that also requires mark-to-market accounting.
The CPUC authorized the use of regulatory asset and liability memorandum accounts to offset the mark-to-market entries required by the accounting guidance. Accordingly, all unrealized gains and losses generated from derivative instruments in the purchase power contracts are deferred on a monthly basis into a non-interest-bearing regulatory memorandum account that tracks the changes in fair value of the derivatives throughout the terms of the contracts. As a result, these unrealized gains and losses do not impact Registrant’s earnings. As of September 30, 2025, the fair value of the derivative liability was $14.3 million for the power purchase contracts, with a corresponding regulatory asset recorded in the derivative instrument memorandum account as a result of overall fixed prices under BVES’s purchase power contract being higher than future energy prices. The notional volume of obligations remaining under these long-term contract as of September 30, 2025 was 844,528 megawatt hours.
The accounting guidance for fair value measurements applies to all financial assets and financial liabilities that are measured and reported on a fair value basis. Under the accounting guidance, Registrant has made fair value measurements that are classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
To value the derivatives in the purchase power contracts, BVES utilizes various inputs that include quoted market prices for energy over the duration of its contracts. The market prices used to determine the fair value for the derivative instruments were estimated based on independent sources such as broker quotes and publications that are not observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instruments are categorized as Level 3. Accordingly, the valuation of the derivatives within BVES’s purchase power contracts have been classified as Level 3 for all periods presented.
The change in fair value was due to the change in market energy prices during the three and nine months ended September 30, 2025 and 2024. The following table presents changes in the fair value of the Level 3 derivatives for the three and nine months ended September 30, 2025 and 2024:
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Fair value at beginning of the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Unrealized (losses) gains on purchase power contracts | ( | ( | ( | ( | |||||||||||||||||||||||||
| Fair value at end of the period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
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Note 6 — Fair Value of Financial Instruments
For cash and cash equivalents, accounts receivable, accounts payable and short-term debt, the carrying amount is assumed to approximate fair value due to the short-term nature of these items.
Investments held in a Rabbi Trust for the supplemental executive retirement plan (“SERP”) are measured at fair value and totaled $45.8 million as of September 30, 2025 and $41.2 million as of December 31, 2024. All equity investments in the Rabbi Trust are Level 1 investments in mutual funds. The investments held in the Rabbi Trust are included in “Other Property and Investments” on Registrant’s balance sheets.
The table below estimates the fair value of long-term debt held by AWR and GSWC, respectively. As of September 30, 2025, the outstanding long-term debt of AWR includes $100.0 million from new debt issued by GSWC in May 2025 and $50.0 million from BVES in February 2025. The fair values as of September 30, 2025 and December 31, 2024 were determined using rates for similar financial instruments of the same duration utilizing Level 2 methods and assumptions. Changes in the assumptions will produce different results.
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (dollars in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
Long-term debt—AWR (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (dollars in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
Long-term debt—GSWC (2) | $ | $ | $ | $ | ||||||||||||||||||||||
__________________
(1) Excludes debt issuance costs of approximately $3.6 million and $3.1 million as of September 30, 2025 and December 31, 2024, respectively.
(2) Excludes debt issuance costs of approximately $3.2 million and $3.0 million as of September 30, 2025 and December 31, 2024, respectively.
Note 7 — Income Taxes
AWR’s effective income tax rate (“ETR”) was 23.9 % and 21.9 % for the three months ended September 30, 2025 and 2024, respectively, and was 23.7 % and 23.4 % for the nine months ended September 30, 2025 and 2024, respectively. GSWC’s ETR was 24.6 % and 22.6 % for the three months ended September 30, 2025 and 2024, respectively, and was 24.6 % and 24.0 % for the nine months ended September 30, 2025 and 2024, respectively.
The AWR and GSWC ETRs differed from the federal corporate statutory tax rate of 21% primarily due to (i) state taxes; (ii) permanent differences, including certain tax effects from stock compensation; (iii) the ongoing amortization of the excess deferred income tax liability; and (iv) differences between book and taxable income that are treated as flowed-through adjustments in accordance with regulatory requirements (principally from plant, rate-case, and compensation-related items). As regulated utilities, GSWC and BVES treat certain temporary differences as flowed-through to customers in computing their income tax expense consistent with the income tax method used in their CPUC-jurisdiction rate making. Flowed-through items either increase or decrease tax expense and the ETR.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act") was signed into federal law. Among other things, the Act extends or makes permanent several of the tax law changes enacted as part of the Tax Cuts and Jobs Act of 2017, and impacts the future of renewable energy tax credits enacted by the Inflation Reduction Act of 2022. The Act leaves the U.S. corporate tax rate unchanged at 21%. Registrant continues to evaluate the provisions of the new tax law and the potential impact, if any, on its consolidated financial statements as the U.S. Treasury and the IRS issue further guidance. Registrant does not expect the Act to have a material impact on its financial position, results of operations and/or cash flows.
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Note 8 — Employee Benefit Plans
The components of net periodic benefit costs for Registrant’s pension plan, postretirement medical benefit plan and SERP for the three and nine months ended September 30, 2025 and 2024 were as follows:
| For The Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | SERP | ||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefits Cost: | ||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial (gain) loss | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net periodic benefits costs under accounting standards | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | SERP | ||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefits Cost: | ||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial (gain) loss | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net periodic benefits costs under accounting standards | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
In September 2025, Registrant contributed $3.4 million to its pension plan.
As authorized by the CPUC in the water and electric general rate case decisions, GSWC and BVES each utilize two-way balancing accounts to track differences between the forecasted annual pension expenses in rates, or expected to be in rates, and the actual annual expense recorded in accordance with the accounting guidance for pension costs. During the three months ended September 30, 2025 and 2024, GSWC’s actual pension expense was lower than the amounts included in water customer rates by $0.4 million and $0.1 million, respectively, and $1.2 million and $0.4 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, GSWC has a $1.7 million over-collection in its two-way balancing account, which is included as part of regulatory liabilities (Note 3).
Note 9 — Contingencies
Environmental Clean-Up and Remediation at GSWC:
GSWC has been involved in environmental remediation and cleanup at one of its plant sites that contained an underground storage tank, which was used to store gasoline for its vehicles. This tank was removed from the ground in July 1990 along with the dispenser and ancillary piping. Since then, GSWC has been involved in various remediation activities at this site.
As of September 30, 2025, the total amount spent to clean-up and remediate the plant site, since inception of the remediation period, amounted to $6.9 million, of which $1.5 million has been paid by the State of California Underground Storage Tank Fund. Amounts paid by GSWC have been included in rate base and approved by the CPUC for recovery. As of September 30, 2025, GSWC has a regulatory asset and an accrued liability for the estimated remaining cost of $1.3 million to
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complete the clean-up at the site. The estimate includes costs for continued activities of groundwater cleanup and monitoring, future soil treatment and site-closure-related activities. The ultimate cost may vary as there are many unknowns in remediation of underground gasoline spills and this is an estimate based on currently available information. Management believes it is probable that the estimated additional costs will continue to be approved in rate base by the CPUC as approved historically.
Other Litigation:
Registrant is also subject to other ordinary routine litigation incidental to its business, some of which may include claims for compensatory and punitive damages. Management believes that rate recovery, proper insurance coverage and reserves are in place to insure against, among other things, property, general liability, employment, and workers’ compensation claims incurred in the ordinary course of business. Insurance coverage may not cover certain claims involving punitive damages. Registrant does not believe the outcome from any pending suits or administrative proceedings will have a material effect on Registrant’s consolidated results of operations, financial position, or cash flows.
Note 10 — Business Segments
AWR has three reportable segments: water, electric and contracted services. GSWC has one segment, water. On a stand-alone basis, AWR has no material assets or liabilities other than its equity investments in its subsidiaries, note payables to bank, deferred taxes and note receivables from affiliate.
GSWC and BVES are CPUC regulated public utilities with business activities conducted in California. Activities of ASUS and its subsidiaries are conducted in California, Florida, Kansas, Maryland, Massachusetts, New Mexico, North Carolina, South Carolina, Texas and Virginia. Some of ASUS’s wholly owned subsidiaries are regulated by the state in which the subsidiary primarily conducts water and/or wastewater operations. Fees charged for operations and maintenance and renewal and replacement services are based upon the terms of the contracts with the U.S. government, which have been filed, as appropriate, with the commissions in the states in which ASUS’s subsidiaries are incorporated.
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (Segment Reporting: Improvements to Reportable Segment Disclosures). The standard enhances reportable segment disclosures primarily through enhanced disclosures of significant segment expenses. Registrant evaluates the performance of its reportable segments based on segment net income (loss). Registrant’s chief operating decision maker is the chief executive officer. The chief operating decision maker uses segment net income (loss) as a financial measure as part of the annual operating budget and forecasting process to monitor monthly financial activities of its segments. This financial information is reviewed and evaluated by the chief operating decision maker in making segment operating, capital, and business decisions.
The following tables present information by reportable segment and AWR (parent) that reconcile segment net income (loss) to total consolidated net income (loss) and segment assets to total consolidated assets. The utility plant balances are net of respective accumulated provisions for depreciation. The net property, plant and equipment of the electric segment is presented net of Contributions in Aid of Construction (CIAC). Capital additions reflect capital expenditures paid in cash and exclude U.S. government-funded and third-party prime funded capital expenditures for ASUS’s subsidiaries and property installed by developers and conveyed to GSWC and BVES.
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| For The Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| For The Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
| Operating revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||
| Supply costs | ||||||||||||||||||||||||||||||||||||||
| Other operation | ||||||||||||||||||||||||||||||||||||||
| Administrative and general | ||||||||||||||||||||||||||||||||||||||
Depreciation and amortization expense (1) | ||||||||||||||||||||||||||||||||||||||
| Maintenance | ||||||||||||||||||||||||||||||||||||||
| Property and other taxes | ||||||||||||||||||||||||||||||||||||||
| ASUS construction expense | ||||||||||||||||||||||||||||||||||||||
| Segment operating income (loss) | ( | |||||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Interest income | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments held in a trust | ||||||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | |||||||||||||||||||||||||||||||||||||
Other segment items income (expense) (2) | ( | |||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||
| For The Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Consolidated | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | Water | Electric | Services | Segments | Parent | AWR | ||||||||||||||||||||||||||||||||
Capital additions (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Depreciation computed on regulated utilities’ transportation equipment is recorded in other operating expenses and totaled $0.2 0.7 million and $0.5 million for the nine months ended September 30, 2025 and 2024, respectively.
(2) Other segment items primarily consist of a) non-service cost components related to Registrant’s benefit plans, and b) AFUDC (equity) on certain BVES capital projects while under construction.
(3) Capital additions reflect capital expenditures paid in cash and exclude U.S. government-funded and third-party prime funded capital expenditures for ASUS’s subsidiaries and property installed by developers and conveyed to GSWC and BVES.
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The following tables reconciles segment net property, plant and equipment to total consolidated assets (in thousands):
| As of September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Less | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| Water | Electric | Services | Segments | Parent | Eliminations | AWR | ||||||||||||||||||||||||||||||||||||||
Total net property, plant and equipment (4) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||||||
| Contracted | Reportable | AWR | Less | Consolidated | ||||||||||||||||||||||||||||||||||||||||
| Water | Electric | Services | Segments | Parent | Eliminations | AWR | ||||||||||||||||||||||||||||||||||||||
Total net property, plant and equipment (4) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The following discussion and analysis provides information on AWR’s consolidated operations and assets, and includes specific references to (i) GSWC, AWR’s regulated water utility segment, (ii) BVES, AWR’s regulated electric utility segment, (iii) ASUS and its subsidiaries, collectively, AWR’s contracted services segment, and (iv) AWR (parent) where applicable.
Included in the following analysis is a discussion of Registrant’s operations in terms of earnings per share by business segment and AWR (parent), which equals each business segment’s earnings divided by AWR’s weighted average number of diluted Common Shares. All of the measures discussed are derived from consolidated financial information of Registrant, but are not presented in our financial statements that are prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). 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.
AWR uses earnings per share by business segment as an important measure in evaluating its operating results and believes it provides investors with clarity surrounding the performance of its segments. AWR reviews this measurement regularly and compares it to historical periods and to its operating budget. A reconciliation to AWR’s consolidated diluted earnings per share prepared in accordance with GAAP is included in the discussion under the section titled “Summary of Third Quarter Results by Segment.”
Overview
Factors affecting our financial performance are summarized under “Risk Factors” in our Form 10-K for the period ended December 31, 2024 filed with the SEC.
The U.S. government announced a comprehensive set of tariffs in the second quarter. Following the pause of certain of these tariffs, the majority of the previously announced tariffs have been implemented. The U.S. government has indicated that they could impose additional tariffs on particular countries and to impose global tariffs on certain goods. Such tariffs could impact our results of operations by increasing the costs of various goods, including construction materials. Management is actively engaged with vendors and business partners to reduce financial risks of tariffs; however, the impact of such tariffs is subject to uncertainties regarding the timing of their implementation, whether the U.S. government ultimately imposes additional tariffs, the magnitude of such tariffs and possible exemption for certain goods, among other unknowns.
Water and Electric Segments:
GSWC’s revenues, operating income and cash flows are earned primarily through delivering potable water to homes and businesses in California. BVES’s revenues, operating income and cash flows are primarily earned through delivering electricity in the Big Bear area of San Bernardino County, California. Rates charged to GSWC and BVES customers are authorized by the CPUC. These rates are intended to allow recovery of operating costs and a reasonable rate of return on invested capital. GSWC and BVES plan to continue seeking recovery of their operating and supply costs, and receive reasonable returns on invested capital. Capital expenditures in future years at GSWC and BVES are expected to remain at substantially higher levels than depreciation expense. When necessary, GSWC and BVES may obtain funds from external sources in the capital markets and through bank borrowings.
General Rate Case Filings and Other Matters:
Water General Rate Case for the years 2025–2027
On January 30, 2025, the CPUC issued a final decision in GSWC’s general rate case application for all its water regions and the general office, which determines new water rates for the years 2025 - 2027. Among other things, the approved settlement authorizes GSWC to invest approximately $573.1 million in capital infrastructure over the three-year capital cycle. The $573.1 million of infrastructure investment includes $17.7 million of advice letter capital investments to be filed for revenue recovery during the second and third year attrition increases when those projects are completed. In addition, the approved settlement agreement includes $58.2 million of advice letter capital investments that began construction in 2023 that we expect to file for revenue recovery during the second and third year attrition increases when those projects are completed. For all of the advice letter projects, GSWC will be allowed to accrue interest during construction at the adopted cost of debt and recover the full rate of return, including all applicable components of the revenue requirement after the assets are placed in service up until the assets are formally included in customer rate calculations. Excluding revenues for all of the advice letter capital projects discussed above, under the terms of the settlement agreement GSWC’s adopted operating revenues less water supply costs for 2025 are projected to increase by approximately $23 million as compared to the 2024 adopted operating revenues less water supply costs.
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The final decision also addressed GSWC’s request for various regulatory mechanisms that were litigated during the proceeding. Among other things, the final decision rejected GSWC’s request for the continuation of a full sales and revenue decoupling mechanism such as the WRAM and a full cost balancing account for water supply such as the MCBA, and instead orders GSWC to transition to a modified rate adjustment mechanism (a Monterey-style WRAM or “M-WRAM”) and an incremental cost balancing account (“ICBA”) for supply costs. The final decision also adopted GSWC’s M-WRAM rate design proposal, authorizing GSWC to increase the revenue requirement in its fixed service charges to between 45-48% of the revenue requirement depending on the ratemaking area representing approximately 65% of GSWC’s fixed costs in aggregate. The M-WRAM tracks the difference between the revenue based on actual metered sales through a tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a standard quantity rate had been in effect. The ICBA for supply costs tracks differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs. The M-WRAM and ICBA were effective January 1, 2025. GSWC will not be able to recognize under-collections of revenue caused by fluctuations in consumption or changes in water supply cost mix beginning in 2025. However, the final decision did approve GSWC’s request for the continuation of a sales reconciliation mechanism, which would allow GSWC to adjust its sales forecast throughout the general rate case cycle to address significant fluctuations in consumption.
The new 2025 rates and the implementation of the new M-WRAM and ICBA regulatory mechanisms approved in the final decision have been reflected in GSWC’s earnings for the nine months ended September 30, 2025 that resulted in an increase in recorded revenues of $29.3 million largely from the new rates and an increase in recorded water supply costs of $11.7 million, which combined is an increase of $17.6 million, compared to the same period in 2024. GSWC’s earnings during the three and nine months ended September 30, 2025 were favorably impacted by an actual water supply source mix that included less purchased water than what was authorized in the general rate case and included in the revenue requirement. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. GSWC obtains its water supplies from a variety of sources, which vary among its water systems and will fluctuate depending on the available source. Furthermore, the demand for water varies by season. For instance, water consumption tends to be higher during the third quarter of each year when weather in California is hotter and dryer. During cooler periods, such as the first six months, GSWC’s customers generally use less water, and as a result, GSWC’s pumped water sources are capable of meeting a greater portion of customer demand. The overall favorable water supply source mix experienced during the first nine months may or may not continue during the remainder of the 2025 year, and without a full cost balancing account for water supply, GSWC’s earnings will be subject to future volatility as a result of favorable and unfavorable changes in the water supply source mix compared to the adopted mix incorporated in the revenue requirement.
Water Cost of Capital (“COC”) Proceeding:
Investor-owned water utilities serving California are required to file their cost of capital applications on a triennial basis. In December 2024, GSWC, along with three other investor-owned California water utilities, requested a further extension of the date by which each of them must file their cost of capital applications. On January 14, 2025, the CPUC approved the request to defer the cost of capital application by another year. The CPUC’s approval postponed this filing date by one year until May 1, 2026, with a corresponding effective date of January 1, 2027. The CPUC also approved the joint parties’ request to leave the current WCCM in place through the one-year deferral period. GSWC’s current authorized rate of return on rate base is 7.93%, based on its weighted cost of capital, which will continue in effect through December 31, 2026. The 7.93% return on rate base includes a return on equity of 10.06%, an embedded cost of debt of 5.1%, and a capital structure with 57% equity and 43% debt.
Electric General Rate Case for the years 2023–2026
On January 16, 2025, the CPUC adopted a final decision in BVES’s general rate case proceeding that set new electric rates retroactive to January 1, 2023 and approves the settlement agreement reached between BVES, Cal Advocates and another intervenor in its entirety. Among other things, the settlement agreement, (i) settles and adopts the revenue requirements for each of the four years 2023 through 2026, (ii) authorizes BVES to invest approximately $52.5 million in capital infrastructure included in base rates over the four-year rate cycle and at least an additional $23.1 million (plus an allowance for funds used during construction, or “AFUDC”) to be filed for revenue recovery through advice letters when the projects are completed; (iii) adopts a cost of capital that increases BVES’s adopted return on equity from 9.6% to 10.0%, lowers the cost of debt from 6.6% to 5.51%, and maintains the capital structure of 57% equity and 43% debt, and (iv) approves for recovery the requested capital expenditures and other incremental operating costs already incurred in connection with BVES’s wildfire mitigation plans that were previously not included in customer rates.
The new electric rates were implemented on March 1, 2025. BVES was also authorized by the CPUC to establish a general rate case memorandum account that made the new rates retroactive to January 1, 2023. Due to the delay in finalizing the electric general rate case, billed electric revenues for the years 2023 and 2024, were based on 2022 adopted rates. The general rate case memorandum account tracks the revenue differences between the 2022 adopted rates and the 2023 and 2024 new rates authorized by the CPUC for future recovery. As of September 30, 2025, the aggregate cumulative under-collection in retroactive revenues related to the full year of 2023 and 2024 amounted to $8.9 million. On April 1, 2025, BVES implemented surcharges to recover the retroactive amounts accumulated related to the new rates, as well as recovery of incremental operating costs incurred
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prior to 2023 in connection with BVES’s wildfire mitigation plans that were being tracked in memorandum accounts prior to the new rate cycle.
The final decision provides for an increase in adopted operating revenues of $2.2 million for 2025 and $3.3 million in 2026. The rate increases for 2024 - 2026 are not subject to an earnings test. Furthermore, the previously mentioned advice letter projects of at least $23.1 million are expected to generate additional annual operating revenues of approximately $3 million when the respective projects are completed, placed in service, and filed for recovery in customer rates. These projects also accrue AFUDC during construction that will further increase the revenue requirement. In the settlement agreement, the parties agreed to remove portions of the requested capital budgets from rates until they were completed and placed in service. For all of the advice letter projects, BVES will be allowed to accrue AFUDC during the construction period at the adopted rate of return, which will be added to the cost of the assets and recovered in customer rates when the assets are placed in service. On April 1, 2025, BVES implemented new base rates to recover the revenue requirement associated with $11.6 million of capital projects approved for recovery through advice letters.
Contracted Services Segment:
ASUS’s revenues, operating income and cash flows are earned by providing water and/or wastewater services, including operation and maintenance services and construction of facilities for the water and/or wastewater systems at various military installations, pursuant to an initial 50-year, firm-fixed-price contract, additional firm-fixed-price contracts, task order agreements and subcontracts with third party prime contractors on military bases. Currently, ASUS has one subsidiary that has entered into a task order agreement with the U.S. government that has a term of 15 years. The contract prices for each of the contracts and recurring task order agreements are subject to annual economic price adjustments. Additional revenues generated by contract operations are primarily dependent on annual economic price adjustments, and new construction activities under contract modifications with the U.S. government or agreements with other third-party prime contractors. During the nine months ended September 30, 2025, ASUS was awarded approximately $28.7 million in new construction projects, which are expected to be completed beginning in 2025 through 2028. ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications and agreements with third-party prime contractors for new construction projects at the military bases served.
Effective October 1, 2025, the U.S. government announced its shutdown. Amid the current U.S. government shutdown, the subsidiaries of ASUS have not experienced and are not expected to experience any earnings impact to their existing operations and maintenance and renewal and replacement services, as utility privatization contracts are an “excepted service.” Management expects that any future impact on ASUS and its operations through its subsidiaries will likely be limited to (a) the timing of funding to pay for services rendered, (b) delays in the processing of EPAs and/or REAs, (c) the timing of the issuance of contract modifications for new construction work not already funded by the U.S. government, (d) the timing of construction work associated with delays in receiving construction permits from furloughs at government agencies, and/or (e) delays in solicitation for and/or awarding of new contracts under the Department of Defense contracting programs. In the event the U.S. government shutdown extends for an unprecedented and much longer period, ASUS’s liquidity and earnings could be impacted.
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Summary of Third Quarter Results by Segment
The table below sets forth the third quarter diluted earnings per share by business segment and for the parent company:
| Diluted Earnings per Share | ||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| 9/30/2025 | 9/30/2024 | CHANGE | ||||||||||||||||||
Water | $ | 0.86 | $ | 0.84 | $ | 0.02 | ||||||||||||||
| Electric | 0.04 | 0.02 | 0.02 | |||||||||||||||||
| Contracted services | 0.19 | 0.11 | 0.08 | |||||||||||||||||
| AWR (parent) | (0.03) | (0.02) | (0.01) | |||||||||||||||||
Consolidated diluted earnings per share, as recorded (GAAP) | $ | 1.06 | $ | 0.95 | $ | 0.11 | ||||||||||||||
For the three months ended September 30, 2025, AWR’s recorded consolidated diluted earnings were $1.06 per share, as compared to $0.95 per share for the same period in 2024, an increase of $0.11 per share, primarily generated from higher construction activities that resulted in higher earnings at the contracted services segment, and higher earnings at the water and electric utility segments resulting from the implementation of new customer rates. AWR’s consolidated diluted earnings for the third quarter of 2025 were negatively impacted by approximately $0.03 per share due to the continued dilutive effects from the issuance of equity under AWR’s at-the-market (“ATM”) offering program.
The following is a computation and reconciliation of diluted earnings per share from the measure of net income (loss) by business segment and for the parent company as disclosed in Note 10 to the Unaudited Consolidated Financial Statements to AWR’s consolidated fully diluted earnings per common share (as recorded), for the three months ended September 30, 2025 and 2024:
| Water | Electric | Contracted Services | AWR (Parent) | Consolidated (GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | Q3 2025 | Q3 2024 | Q3 2025 | Q3 2024 | Q3 2025 | Q3 2024 | Q3 2025 | Q3 2024 | Q3 2025 | Q3 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 33,298 | $ | 31,566 | $ | 1,717 | $ | 582 | $ | 7,260 | $ | 4,321 | $ | (1,108) | $ | (635) | $ | 41,167 | $ | 35,834 | |||||||||||||||||||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | 38,702 | 37,683 | 38,702 | 37,683 | 38,702 | 37,683 | 38,702 | 37,683 | 38,702 | 37,683 | |||||||||||||||||||||||||||||||||||||||||||||||||
Diluted earnings (loss) per share | $ | 0.86 | $ | 0.84 | $ | 0.04 | $ | 0.02 | $ | 0.19 | $ | 0.11 | $ | (0.03) | $ | (0.02) | $ | 1.06 | $ | 0.95 | |||||||||||||||||||||||||||||||||||||||
Water Segment:
For the three months ended September 30, 2025, recorded diluted earnings from the water utility segment were $0.86 per share, as compared to $0.84 per share for the same period in 2024, an increase of $0.02 per share. The discussion below presents the major variances in earnings for the two periods.
•An increase in water operating revenues of $8.3 million was largely as a result of the CPUC-authorized new rate increases effective January 1, 2025. GSWC transitioned from a full revenue decoupling mechanism to the M-WRAM effective January 1, 2025. As a result, GSWC’s revenues and earnings may be subject to future volatility from significant fluctuations in customer consumption compared to adopted levels.
•An increase in water supply costs of $3.5 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 compared to the same period in 2024 is largely due to an increase in the overall per-unit purchased water costs covered in customer rates. As a result of transitioning from a full cost balancing account for water supply to the ICBA, GSWC’s earnings will be subject to future volatility from favorable and unfavorable changes in the water supply source mix compared to the adopted mix incorporated in the revenue requirement.
•An overall increase in operating expenses of $2.2 million (excluding supply costs) due primarily to increases in (i) overall labor costs, (ii) maintenance expense, (iii) depreciation and amortization expenses, which is impacted by increases in capital additions placed in service and are reflected and recovered in customer rates, and (iv) property and other non-income taxes; partially offset by a decrease in administrative and general expenses (excluding labor) primarily due to lower outside services costs, insurance reserves, and other employee-related benefits as compared to the same period in 2024.
•An overall decrease in interest expense (net of interest income) of $0.3 million resulting largely from an overall decrease in average borrowing levels and interest rates as well as the impact of capitalizing debt costs related to certain advice letter projects approved by the CPUC in the latest general rate case effective January 1, 2025; partially offset by a decrease in interest income earned on regulatory assets due to decreasing regulatory balances as GSWC recovers the amounts through surcharges.
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•An overall increase in other income (net of other expense) of $0.5 million due largely to gains totaling $2.5 million generated on investments held to fund one of the company’s retirement plans during the three months ended September 30, 2025, as compared to gains on investments of $2.1 million recorded during the same period in 2024 due to financial market conditions.
•Changes in certain flowed-through income taxes and permanent items included in GSWC’s income tax expense for the three months ended September 30, 2025 as compared to the same period in 2024 unfavorably impacted the water segment’s earnings. As a regulated utility, GSWC treats certain temporary differences as being flowed-through in computing its income tax expense consistent with the income tax method used in its CPUC-jurisdiction rate making. Changes in the magnitude of flowed-through items either increase or decrease tax expense, thereby affecting diluted earnings per share.
•A decrease in earnings of approximately $0.02 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program beginning in February 2024. 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, with $68 million currently remaining available for sale. Through September 30, 2025, AWR has sold 1,680,979 Common Shares through this ATM offering program.
Electric Segment:
Diluted earnings from the electric utility segment increased $0.02 per share for the third quarter of 2025 as compared to the same period in 2024 largely resulting from an increase in revenues from new rates implemented in 2025 as a result of receiving a final decision from the CPUC in connection with BVES’s general rate case proceeding that set new rates for 2023 - 2026 (retroactive to January 1, 2023), as compared to 2022 rates used to record revenues during the same period of 2024.
The new rates resulted in an increase in electric revenues that supports, among other things, the growth in rate base and higher operating costs related to BVES’s wildfire mitigation plans that were previously not included in customer rates and not expensed during the third quarter of 2024 because they were being tracked in memorandum accounts. Therefore, the increase in revenues was partially offset by overall increases in operating expenses due, in large part, to higher expenses recorded in connection with BVES’s vegetation management and other wildfire mitigation activities, as well as an increase in outside services related to various regulatory filings, partially offset by a decrease in interest expense (net of interest income).
Contracted Services Segment:
Diluted earnings from the contracted services segment increased $0.08 per share for the third quarter of 2025 when compared to the same period in 2024 largely resulting from an increase in (i) construction activities, from timing of when work is performed, (ii) management fee revenues resulting from the resolution of various economic price adjustments, and (iii) lower interest expense from lower borrowing levels, partially offset by higher overall operating expenses (excluding construction expenses). The contracted services segment is expected to contribute $0.59 to $0.63 per share for the full 2025 year.
AWR (Parent):
For the three months ended September 30, 2025, diluted losses from AWR (parent) increased by $0.01 per share when compared to the same period in 2024 due largely to an increase in interest expense resulting from higher borrowing levels under AWR’s credit facility, partially offset by lower average interest rates.
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Summary of Year-to-Date Results by Segment
The table below sets forth the year-to-date diluted earnings per share by business segment and for the parent company:
| Diluted Earnings per Share | ||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||
| 9/30/2025 | 9/30/2024 | CHANGE | ||||||||||||||||||
Water | $ | 2.11 | $ | 1.99 | $ | 0.12 | ||||||||||||||
| Electric | 0.14 | 0.07 | 0.07 | |||||||||||||||||
| Contracted services | 0.45 | 0.44 | 0.01 | |||||||||||||||||
AWR (parent) | (0.06) | (0.07) | 0.01 | |||||||||||||||||
Consolidated diluted earnings per share, as recorded (GAAP) | 2.63 | 2.42 | 0.21 | |||||||||||||||||
Note: Certain amounts in the table above may not foot or crossfoot due to rounding.
For the nine months ended September 30, 2025, AWR’s recorded consolidated diluted earnings were $2.63 per share, as compared to $2.42 per share recorded for the same period in 2024, an increase of $0.21 per share, primarily generated from higher earnings at the water and electric utility segments resulting largely from the implementation of new customer rates. AWR’s consolidated diluted earnings for the nine months ended September 30, 2025 were negatively impacted by approximately $0.08 per share due to the continued dilutive effects from the issuance of equity under AWR’s ATM offering program.
The following is a computation and reconciliation of diluted earnings per share from the measure of net income (loss) by business segment and for the parent company as disclosed in Note 10 to the Unaudited Consolidated Financial Statements, to AWR’s consolidated fully diluted earnings per common share, for the nine months ended September 30, 2025 and 2024:
| Water | Electric | Contracted Services | AWR (Parent) | Consolidated (GAAP) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | YTD 2025 | YTD 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 81,344 | $ | 74,555 | $ | 5,519 | $ | 2,666 | $ | 17,258 | $ | 16,346 | $ | (2,420) | $ | (2,734) | $ | 101,701 | $ | 90,833 | |||||||||||||||||||||||||||||||||||||||
| Weighted Average Number of Diluted Shares | 38,569 | 37,409 | 38,569 | 37,409 | 38,569 | 37,409 | 38,569 | 37,409 | 38,569 | 37,409 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 2.11 | $ | 1.99 | $ | 0.14 | $ | 0.07 | $ | 0.45 | $ | 0.44 | $ | (0.06) | $ | (0.07) | $ | 2.63 | $ | 2.42 | |||||||||||||||||||||||||||||||||||||||
Note: Certain amounts in the table above may not foot or crossfoot due to rounding.
Water Segment:
For the nine months ended September 30, 2025, recorded diluted earnings from the water utility segment were $2.11 per share, as compared to $1.99 per share for the same period in 2024, an increase of $0.12 per share. The discussion below presents the major variances in earnings for the two periods.
•An increase in water operating revenues of approximately $29.3 million largely as a result of the CPUC-authorized new rate increases effective January 1, 2025 in connection with the approved general rate case. GSWC transitioned from a full revenue decoupling mechanism to the M-WRAM effective January 1, 2025. As a result, GSWC’s revenues and earnings may be subject to future volatility from significant fluctuations in customer consumption compared to adopted levels.
•An increase in water supply costs of $11.7 million primarily related to higher overall per-unit purchased water costs covered in rates. As a result of transitioning from a full cost balancing account for water supply to the ICBA, GSWC’s earnings during the nine months ended September 30, 2025 were favorably impacted by an actual water supply source mix that included less purchased water than what was authorized in the general rate case and included in the revenue requirement. During the nine months ended September 30, 2025, GSWC’s pumped water sources, which cost less than purchased water, were capable of meeting a greater portion of customer demand when compared to a higher purchased water mix being recovered in the new adopted rates. GSWC’s earnings will be subject to future volatility as a result of favorable and unfavorable changes in the water supply source mix compared to the adopted mix incorporated in the revenue requirement.
•An overall increase in operating expenses of $7.4 million (excluding supply costs) mainly due to increases in (i) overall labor costs, (ii) maintenance expense, (iii) depreciation and amortization expenses, which are impacted by increasing capital additions placed in service and are reflected and recovered in customer rates, and (iv) property and other non-income taxes; partially offset by a decrease in administrative and general expenses (excluding labor) primarily due to lower outside services costs including those related to regulatory filings as compared to the same period in 2024.
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•An overall decrease in other income (net of other expenses) of $0.4 million due primarily to gains of $4.6 million generated on investments held to fund one of the Company’s retirement plans as compared to gains of $5.1 million recorded during the same period in 2024, due to financial market conditions.
•A decrease in earnings of approximately $0.06 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program. Under the 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, with $68 million currently remaining available for sale. Through September 30, 2025, AWR has sold 1,680,979 Common Shares through this ATM offering program.
Electric Segment:
Diluted earnings from the electric utility segment increased $0.07 per share for the nine months ended September 30, 2025 as compared to the same period in 2024, largely resulting from an increase in revenues from the new rates implemented in 2025 as a result of receiving a final decision from the CPUC in connection with BVES’s general rate case proceeding that set new rates for 2023 - 2026 (retroactive to January 1, 2023), as compared to 2022 rates used to record revenues during the same period of 2024.
The new rates resulted in an increase in electric revenues that supports, among other things, the growth in rate base and higher operating costs related to BVES’s wildfire mitigation plans that were previously not included in customer rates and not expensed during the nine months of 2024 because they were being tracked in memorandum accounts. Therefore, the increase in revenues was partially offset by overall increases in operating expenses due, in large part, to higher expenses recorded in connection with BVES’s vegetation management and other wildfire mitigation activities, as well as an increase in outside services related to various regulatory filings, partially offset by a decrease in interest expense (net of interest income).
Contracted Services Segment:
Diluted earnings from the contracted services segment increased $0.01 per share for the nine months ended September 30, 2025 as compared to the same period in 2024, largely due to (i) an increase in management fee revenue resulting from the commencement of operations in April 2024 at the new bases (Naval Air Station Patuxent River and Joint Base Cape Cod) and the resolution of various economic price adjustments, and (ii) lower interest expense from lower borrowing levels; partially offset by higher overall operating expenses (excluding construction expenses) and a decrease in construction activity. Furthermore, there was a decrease in earnings of approximately $0.01 per share due to the dilutive effects from the issuance of equity under AWR’s ATM offering program. During the nine months ended September 30, 2025, construction activities were negatively impacted by unfavorable weather conditions and timing, which were less impactful to construction activities during the same period of 2024. The majority of these issues have been resolved as of September 30, 2025 and the contracted services segment is still expected to contribute $0.59 to $0.63 per share for the full 2025 year.
AWR (Parent):
For the nine months ended September 30, 2025, the diluted loss from AWR (parent) decreased by $0.01 per share compared to the same period in 2024 due, in part, to a decrease in overall interest expense from borrowings made under AWR’s revolving credit facility, compared to the same period in 2024.
The following discussion and analysis for the three and nine months ended September 30, 2025 and 2024 provides information on AWR’s consolidated operations and, where necessary, includes specific references to AWR’s individual segments and subsidiaries: GSWC, BVES, and ASUS and its subsidiaries.
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Consolidated Results of Operations — Three Months Ended September 30, 2025 and 2024 (amounts in thousands, except per share amounts):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| OPERATING REVENUES | ||||||||||||||||||||||||||
| Water | $ | 132,323 | $ | 124,043 | $ | 8,280 | 6.7 | % | ||||||||||||||||||
| Electric | 13,332 | 9,040 | 4,292 | 47.5 | % | |||||||||||||||||||||
| Contracted services | 37,061 | 28,699 | 8,362 | 29.1 | % | |||||||||||||||||||||
| Total operating revenues | 182,716 | 161,782 | 20,934 | 12.9 | % | |||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||
| Water purchased | 27,745 | 24,059 | 3,686 | 15.3 | % | |||||||||||||||||||||
| Power purchased for pumping | 4,454 | 4,996 | (542) | (10.8) | % | |||||||||||||||||||||
| Groundwater production assessment | 6,972 | 6,971 | 1 | — | % | |||||||||||||||||||||
| Power purchased for resale | 3,288 | 2,467 | 821 | 33.3 | % | |||||||||||||||||||||
| Supply cost balancing accounts | (367) | (381) | 14 | (3.7) | % | |||||||||||||||||||||
| Other operation | 11,782 | 11,021 | 761 | 6.9 | % | |||||||||||||||||||||
| Administrative and general | 25,413 | 24,200 | 1,213 | 5.0 | % | |||||||||||||||||||||
| Depreciation and amortization | 11,934 | 10,849 | 1,085 | 10.0 | % | |||||||||||||||||||||
| Maintenance | 5,481 | 3,719 | 1,762 | 47.4 | % | |||||||||||||||||||||
| Property and other taxes | 7,771 | 7,063 | 708 | 10.0 | % | |||||||||||||||||||||
| ASUS construction | 16,510 | 11,750 | 4,760 | 40.5 | % | |||||||||||||||||||||
| Total operating expenses | 120,983 | 106,714 | 14,269 | 13.4 | % | |||||||||||||||||||||
| OPERATING INCOME | 61,733 | 55,068 | 6,665 | 12.1 | % | |||||||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||||||||||||
| Interest expense | (11,711) | (13,225) | 1,514 | (11.4) | % | |||||||||||||||||||||
| Interest income | 1,064 | 1,739 | (675) | (38.8) | % | |||||||||||||||||||||
| Other, net | 3,006 | 2,308 | 698 | 30.2 | % | |||||||||||||||||||||
Total other income (expenses), net | (7,641) | (9,178) | 1,537 | (16.7) | % | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | 54,092 | 45,890 | 8,202 | 17.9 | % | |||||||||||||||||||||
| Income tax expense | 12,925 | 10,056 | 2,869 | 28.5 | % | |||||||||||||||||||||
| NET INCOME | $ | 41,167 | $ | 35,834 | $ | 5,333 | 14.9 | % | ||||||||||||||||||
| Basic earnings per Common Share | $ | 1.06 | $ | 0.95 | $ | 0.11 | 11.6 | % | ||||||||||||||||||
| Fully diluted earnings per Common Share | $ | 1.06 | $ | 0.95 | $ | 0.11 | 11.6 | % | ||||||||||||||||||
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Operating Revenues:
General
GSWC and BVES rely upon approvals by the CPUC of rate increases to recover operating expenses and to provide for a return on invested and borrowed capital used to fund utility plant. ASUS relies on economic price and equitable adjustments by the U.S. government in order to recover operating expenses and provide a profit margin for ASUS. Current operating revenues and earnings may be negatively impacted if ASUS’s subsidiaries do not receive adequate price adjustments in a timely manner. ASUS’s earnings are also impacted by the level of construction projects at its subsidiaries, which may or may not continue at current levels in future periods.
Water
For the three months ended September 30, 2025, revenues from water operations increased by $8.3 million to $132.3 million as compared to the same period in 2024. The increase in water revenues during the third quarter of 2025 is primarily a result of the CPUC-approved new 2025 rate increases effective January 1, 2025 in connection with the recently approved general rate case. There was also an increase in CPUC-approved surcharges billed in 2025 compared to the same period in 2024 to recover previously incurred costs. These surcharges are largely offset by corresponding increases in operating expenses, resulting in no impact to earnings. Billed water consumption for the third quarter of 2025 was consistent as compared to the same period in 2024. Without having a full revenue decoupling mechanism, GSWC’s revenues and earnings will be subject to future volatility as a result of significant fluctuations in customer consumption compared to adopted levels.
Electric
Electric revenues for the three months ended September 30, 2025 increased by $4.3 million to $13.3 million largely resulting from an increase in revenues from third-year electric rate increases implemented in 2025, as compared to 2022 rates used to record revenues during the same period of 2024. A final decision from the CPUC issued in January 2025 in connection with BVES’s general rate case proceeding set new rates for 2023 - 2026 (retroactive to January 1, 2023).
Electric usage for the third quarter of 2025 was 3.1% lower than the same period in 2024. Due to the CPUC-approved Base Revenue Requirement Adjustment Mechanism, which adjusts certain revenues to adopted levels authorized by the CPUC, changes in usage do not have a significant impact on earnings.
Contracted Services
Revenues from contracted services are composed of construction revenues (including renewal and replacements) and management fees for operating and maintaining water and/or wastewater systems at various military bases. For the three months ended September 30, 2025, revenues from contracted services increased by $8.4 million to $37.1 million as compared to $28.7 million for the same period in 2024. The increase was primarily due to an increase in construction activities largely due to timing and an increase in management fees from economic price adjustments.
ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications, agreements with third-party prime contractors for new construction projects at the military bases served and task order agreements. Earnings and cash flows from modifications to the initial 15- and 50-year contracts with the U.S. government and agreements with third-party prime contractors for additional construction projects may or may not continue at current levels in future periods.
Operating Expenses:
Supply Costs
Total supply costs at the regulated utilities comprise the largest portion of total consolidated operating expenses. Supply costs accounted for 34.8% and 35.7% of total operating expenses for the three months ended September 30, 2025 and 2024, respectively.
Water segment supply costs
Two of the principal factors affecting water supply costs are the amount of water produced and the source of the water. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. The overall actual percentages of purchased water for the three months ended September 30, 2025 and 2024 were 44.2% and 43.2%, respectively.
Since the implementation in 2008 of the previously CPUC-approved MCBA, GSWC was able to track adopted and actual expense levels for purchased water, power purchased for pumping and pump taxes. GSWC recorded the variances (which include the effects of changes in both rate and volume) between adopted and actual purchased water, purchased power and pump tax expenses as a regulatory asset or liability. GSWC recovered from, or refunded to, customers the amount of such variances.
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Without the MCBA mechanism in place, beginning in 2025, there may be volatility to Registrant’s earnings as a result of changes in water supply source mix. The MCBA has been replaced with an incremental supply cost balancing account that will not include the impact from changes in water supply source mix compared to the adopted mix incorporated in the revenue requirement, but allows GSWC to track differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Supply costs for the water segment consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. For the three months ended September 30, 2025 and 2024, water supply costs consisted of the following amounts (in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Water purchased | $ | 27,745 | $ | 24,059 | $ | 3,686 | 15.3 | % | |||||||||||||||
| Power purchased for pumping | 4,454 | 4,996 | (542) | (10.8) | % | ||||||||||||||||||
| Groundwater production assessment | 6,972 | 6,971 | 1 | — | % | ||||||||||||||||||
| Water supply cost balancing accounts * | 7 | (370) | 377 | (101.9) | % | ||||||||||||||||||
| Total water supply costs | $ | 39,178 | $ | 35,656 | $ | 3,522 | 9.9 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(0.4) million for both the three months ended September 30, 2025 and 2024, respectively.
Purchased water costs for the third quarter of 2025 increased to $27.7 million as compared to $24.1 million for the same period in 2024 primarily due to an increase in wholesale water costs. There was a decrease in power purchased for pumping due to lower production.
The change in water supply cost balancing accounts was primarily due to a change in the supply cost recovery mechanisms, as previously described. Unlike the MCBA, the incremental supply cost balancing account only tracks differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Electric segment supply costs
Supply costs for the electric segment consist primarily of purchased power for resale, the cost of natural gas used by BVES’s generating unit, the cost of renewable energy credits and changes in the electric supply cost balancing account. For the three months ended September 30, 2025 and 2024, electric supply costs consisted of the following amounts (in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Power purchased for resale | $ | 3,288 | $ | 2,467 | $ | 821 | 33.3 | % | |||||||||||||||
| Electric supply cost balancing account * | (374) | (11) | (363) | ** | |||||||||||||||||||
| Total electric supply costs | $ | 2,914 | $ | 2,456 | $ | 458 | 18.6 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(0.4) million for both the three months ended September 30, 2025 and 2024, respectively.
** not meaningful
For the three months ended September 30, 2025, the cost of power purchased for resale to BVES’s electric customers increased by $0.8 million to $3.3 million as compared to $2.5 million during the same period in 2024 due to higher overall average prices per megawatt-hour that include all fixed costs. The change in the electric supply cost balancing account in 2025 when compared to 2024 is also due to increases in energy prices.
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Other Operation
The primary components of other operation expenses include payroll costs, materials and supplies, chemicals and water treatment costs and outside-service costs of operating the regulated water systems, including the costs associated with water transmission and distribution, pumping, water quality, meter reading, billing, and operations of district offices and the electric system. Registrant’s contracted services operations incur many of the same types of expenses. For the three months ended September 30, 2025 and 2024, other operation expenses by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 8,044 | $ | 7,807 | $ | 237 | 3.0 | % | ||||||||||||||||||
| Electric Services | 1,179 | 797 | 382 | 47.9 | % | |||||||||||||||||||||
| Contracted Services | 2,559 | 2,417 | 142 | 5.9 | % | |||||||||||||||||||||
| Total other operation | $ | 11,782 | $ | 11,021 | $ | 761 | 6.9 | % | ||||||||||||||||||
The increase in other operation expenses at the water segment was primarily due to an increase of $0.6 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts, partially offset by lower chemical and water treatment costs. Increases in revenues from billed surcharges have a corresponding and offsetting increase in other operation expenses, resulting in no impact to earnings. Excluding the impact of an increase in billed surcharges, administrative and general expenses at the water segment decreased $0.4 million due to lower chemical and water treatment costs incurred as compared to the same period in 2024.
The increase in other operation expenses at the electric segment was primarily due to higher operation-related labor costs and an increase in bad debt expense.
The increase at the contracted services segment was due to higher labor costs and an increase in chemical and water treatment costs.
Administrative and General
Administrative and general expenses include payroll costs related to administrative and general functions, all employee-related benefits, insurance expenses, outside legal and consulting fees, regulatory-utility-commission expenses, expenses associated with being a public company and general corporate expenses charged to expense accounts. For the three months ended September 30, 2025 and 2024, administrative and general expenses by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 16,632 | $ | 16,554 | $ | 78 | 0.5 | % | ||||||||||||||||||
| Electric Services | 3,116 | 2,042 | 1,074 | 52.6 | % | |||||||||||||||||||||
| Contracted Services | 5,663 | 5,602 | 61 | 1.1 | % | |||||||||||||||||||||
| AWR (parent) | 2 | 2 | — | — | % | |||||||||||||||||||||
| Total administrative and general | $ | 25,413 | $ | 24,200 | $ | 1,213 | 5.0 | % | ||||||||||||||||||
At the water segment, increases in billed surcharges of $0.5 million to recover previously incurred administrative and general expenses that had been tracked in CPUC-authorized memorandum accounts were largely offset by lower outside services costs including those related to regulatory filings as compared to the same period in 2024.
Administrative and general expenses increased at the electric segment due primarily to higher outside-services costs incurred related to BVES’s wildfire mitigation activities and various regulatory filings. Higher expenses related to the wildfire mitigation activities are reflected and recovered in the new customer rates implemented in 2025. As previously mentioned, costs to support BVES’s wildfire mitigation plans were not included in customer rates and not expensed during the third quarter of 2024 because they were being tracked in memorandum accounts prior to receiving the approved general rate case decision in January 2025. In addition, there was an increase of $0.5 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in administrative and general expenses, resulting in no impact to earnings.
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Depreciation and Amortization
For the three months ended September 30, 2025 and 2024, depreciation and amortization by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 10,085 | $ | 9,070 | $ | 1,015 | 11.2 | % | ||||||||||||||||||
| Electric Services | 934 | 944 | (10) | (1.1) | % | |||||||||||||||||||||
| Contracted Services | 915 | 835 | 80 | 9.6 | % | |||||||||||||||||||||
| Total depreciation and amortization | $ | 11,934 | $ | 10,849 | $ | 1,085 | 10.0 | % | ||||||||||||||||||
Depreciation and amortization expense increased at the water and contracted services segments due largely to capital additions to utility plant and other fixed assets placed in service.
Overall depreciation and amortization expense is consistent at the electric segment with a decrease from an overall lower composite depreciation rate supported by the latest depreciation study adopted in the final decision in the electric general rate case largely offset by an increase in depreciation and amortization expense from additions to utility plant and other fixed assets placed in service. The lower adopted depreciation expense levels from the updated study is also reflected in the new revenue requirements, resulting in no significant impact to earnings.
Maintenance
For the three months ended September 30, 2025 and 2024, maintenance expense by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 2,601 | $ | 2,209 | $ | 392 | 17.7 | % | ||||||||||||||||||
| Electric Services | 1,612 | 183 | 1,429 | * | ||||||||||||||||||||||
| Contracted Services | 1,268 | 1,327 | (59) | (4.4) | % | |||||||||||||||||||||
| Total maintenance | $ | 5,481 | $ | 3,719 | $ | 1,762 | 47.4 | % | ||||||||||||||||||
* not meaningful
Overall maintenance expense increased at the water segment due to higher maintenance-related activities as compared to the same period in 2024 due to timing.
At the electric segment, higher vegetation management costs contributed to the majority of the increase compared to the same period in 2024. Higher expenses related to vegetation management costs are reflected and recovered in the new customer rates implemented in 2025. As discussed, vegetation management costs were not previously included in customer rates and not expensed during the third quarter of 2024 because they were being tracked in memorandum accounts prior to receiving the approved general rate case decision in January 2025. In addition, there was an increase of $0.7 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in maintenance expenses, resulting in no impact to earnings.
Property and Other Taxes
For the three months ended September 30, 2025 and 2024, property and other taxes by business segment consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 6,364 | $ | 5,901 | $ | 463 | 7.8 | % | ||||||||||||||||||
| Electric Services | 727 | 576 | 151 | 26.2 | % | |||||||||||||||||||||
| Contracted Services | 680 | 586 | 94 | 16.0 | % | |||||||||||||||||||||
| Total property and other taxes | $ | 7,771 | $ | 7,063 | $ | 708 | 10.0 | % | ||||||||||||||||||
Property and other taxes increased at the water segment due largely to an increase in franchise fees from higher revenues and property taxes from capital additions. The increase at the electric segment was due to higher property taxes resulting from capital additions and related higher assessed values. Increases at the contracted services segment was due to higher gross receipts taxes resulting from higher revenues.
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ASUS Construction
For the three months ended September 30, 2025, construction expenses for contracted services were $16.5 million, an increase of $4.8 million compared to the same period in 2024, primarily resulting from an increase in construction activity as compared to the same period of 2024 due to timing.
Interest Expense
For the three months ended September 30, 2025 and 2024, interest expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 8,552 | $ | 9,862 | $ | (1,310) | (13.3) | % | ||||||||||||||||||
| Electric Services | 1,239 | 1,357 | (118) | (8.7) | % | |||||||||||||||||||||
| Contracted Services | 52 | 614 | (562) | (91.5) | % | |||||||||||||||||||||
| AWR (parent) | 1,868 | 1,392 | 476 | 34.2 | % | |||||||||||||||||||||
| Total interest expense | $ | 11,711 | $ | 13,225 | $ | (1,514) | (11.4) | % | ||||||||||||||||||
AWR’s borrowings consist of revolving credit facilities, while GSWC and BVES borrowings consist of revolving credit facilities and long-term debt issuances. Interest expense at the regulated utilities and contracted services segment decreased as compared to the same period in 2024 resulting primarily from an overall decrease in interest rates and lower total average borrowing levels at the water and contracted services segments. In addition, the decrease in the water segment’s interest expense was also attributed to the impact of capitalizing debt costs related to certain advice letter projects approved by the CPUC in the latest general rate case effective January 1, 2025. Lastly, the increase in interest expense at AWR (parent) was attributed to higher average net borrowings on its credit facility compared to the same period in 2024, partially offset by lower average interest rates when compared to the same period in 2024. The overall combined average interest rates were 5.06% and 5.36% for the three months ended September 30, 2025 and 2024, respectively.
Interest Income
For the three months ended September 30, 2025 and 2024, interest income by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 511 | $ | 1,504 | $ | (993) | (66.0) | % | ||||||||||||||||||
| Electric Services | 334 | 11 | 323 | * | ||||||||||||||||||||||
| Contracted Services | 207 | 197 | 10 | 5.1 | % | |||||||||||||||||||||
| AWR (parent) | 12 | 27 | (15) | (55.6) | % | |||||||||||||||||||||
| Total interest income | $ | 1,064 | $ | 1,739 | $ | (675) | (38.8) | % | ||||||||||||||||||
* not meaningful
For the three months ended September 30, 2025, interest income decreased at the water segment when compared to the same period in 2024 due primarily to a decrease in interest income earned on regulatory assets. Regulatory asset balances will decrease as surcharges are approved and implemented. Interest income increased at the electric segment when compared to the same period in 2024 primarily due to higher levels of regulatory asset balances earning interest.
Other Income and (Expenses), net
For the three months ended September 30, 2025 and 2024, other income and (expenses), net by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 2,783 | $ | 2,306 | $ | 477 | 20.7 | % | ||||||||||||||||||
| Electric Services | 172 | 21 | 151 | * | ||||||||||||||||||||||
| Contracted Services | (5) | (19) | 14 | (73.7) | % | |||||||||||||||||||||
| AWR (parent) | 56 | — | 56 | * | ||||||||||||||||||||||
| Total other income and (expenses), net | $ | 3,006 | $ | 2,308 | $ | 698 | 30.2 | % | ||||||||||||||||||
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For the three months ended September 30, 2025, other income (net of other expense) increased largely because of gains of $2.5 million recorded on investments held to fund one of the Company’s retirement plans in 2025, compared to gains of $2.1 million recorded in 2024. The increase in other income for the electric segment is due primarily to AFUDC (equity) earned on certain CPUC-approved advice letter projects while under construction. The increase in other income for AWR (parent) is due primarily to an increase in non-regulated-related activities.
Income Tax Expense
For the three months ended September 30, 2025 and 2024, income tax expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 10,863 | $ | 9,228 | $ | 1,635 | 17.7 | % | ||||||||||||||||||
| Electric Services | 400 | 135 | 265 | * | ||||||||||||||||||||||
| Contracted Services | 2,356 | 1,425 | 931 | 65.3 | % | |||||||||||||||||||||
| AWR (parent) | (694) | (732) | 38 | (5.2) | % | |||||||||||||||||||||
| Total income tax expense | $ | 12,925 | $ | 10,056 | $ | 2,869 | 28.5 | % | ||||||||||||||||||
* not meaningful
AWR’s ETR was 23.9% and 21.9% for the three months ended September 30, 2025 and 2024, respectively. GSWC’s ETR was 24.6% and 22.6% for each of the periods ended September 30, 2025 and 2024, respectively. The increase in the ETRs during the three months ended September 30, 2025 was primarily due to changes in certain flowed-through income taxes at the regulated utilities.
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Consolidated Results of Operations — Nine Months Ended September 30, 2025 and 2024 (amounts in thousands, except per share amounts):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| OPERATING REVENUES | ||||||||||||||||||||||||||
| Water | $ | 354,023 | $ | 324,732 | $ | 29,291 | 9.0 | % | ||||||||||||||||||
| Electric | 41,262 | 29,948 | 11,314 | 37.8 | % | |||||||||||||||||||||
| Contracted services | 98,510 | 97,681 | 829 | 0.8 | % | |||||||||||||||||||||
| Total operating revenues | 493,795 | 452,361 | 41,434 | 9.2 | % | |||||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||||
| Water purchased | 67,964 | 55,788 | 12,176 | 21.8 | % | |||||||||||||||||||||
| Power purchased for pumping | 11,157 | 11,349 | (192) | (1.7) | % | |||||||||||||||||||||
| Groundwater production assessment | 18,776 | 17,643 | 1,133 | 6.4 | % | |||||||||||||||||||||
| Power purchased for resale | 12,822 | 8,302 | 4,520 | 54.4 | % | |||||||||||||||||||||
| Supply cost balancing accounts | (2,219) | 2,447 | (4,666) | (190.7) | % | |||||||||||||||||||||
| Other operation | 34,582 | 31,377 | 3,205 | 10.2 | % | |||||||||||||||||||||
| Administrative and general | 77,510 | 73,034 | 4,476 | 6.1 | % | |||||||||||||||||||||
| Depreciation and amortization | 35,197 | 32,341 | 2,856 | 8.8 | % | |||||||||||||||||||||
| Maintenance | 15,757 | 10,479 | 5,278 | 50.4 | % | |||||||||||||||||||||
| Property and other taxes | 21,678 | 20,162 | 1,516 | 7.5 | % | |||||||||||||||||||||
| ASUS construction | 42,333 | 43,649 | (1,316) | (3.0) | % | |||||||||||||||||||||
| Total operating expenses | 335,557 | 306,571 | 28,986 | 9.5 | % | |||||||||||||||||||||
| OPERATING INCOME | 158,238 | 145,790 | 12,448 | 8.5 | % | |||||||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||||||||||||
| Interest expense | (35,901) | (39,217) | 3,316 | (8.5) | % | |||||||||||||||||||||
| Interest income | 4,575 | 5,902 | (1,327) | (22.5) | % | |||||||||||||||||||||
| Other, net | 6,411 | 6,169 | 242 | 3.9 | % | |||||||||||||||||||||
Total other income (expenses), net | (24,915) | (27,146) | 2,231 | (8.2) | % | |||||||||||||||||||||
| INCOME BEFORE INCOME TAX EXPENSE | 133,323 | 118,644 | 14,679 | 12.4 | % | |||||||||||||||||||||
| Income tax expense | 31,622 | 27,811 | 3,811 | 13.7 | % | |||||||||||||||||||||
| NET INCOME | $ | 101,701 | $ | 90,833 | $ | 10,868 | 12.0 | % | ||||||||||||||||||
| Basic earnings per Common Share | $ | 2.64 | $ | 2.43 | $ | 0.21 | 8.6 | % | ||||||||||||||||||
| Fully diluted earnings per Common Share | $ | 2.63 | $ | 2.42 | $ | 0.21 | 8.7 | % | ||||||||||||||||||
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Operating Revenues:
General
GSWC and BVES rely upon approvals by the CPUC of rate increases to recover operating expenses and to provide for a return on invested and borrowed capital used to fund utility plant. ASUS relies on economic price and equitable adjustments by the U.S. government in order to recover operating expenses and provide a profit margin for ASUS. Current operating revenues and earnings can be negatively impacted if ASUS’s subsidiaries do not receive adequate rate relief or adjustments in a timely manner. ASUS’s earnings are also impacted by the level of additional construction projects at its subsidiaries, which may or may not continue at current levels in future periods.
Water
For the nine months ended September 30, 2025, revenues from water operations increased by $29.3 million to $354.0 million as compared to the same period in 2024. The increase in water revenues during the nine months of 2025 is primarily a result of the CPUC-approved new 2025 rate increases effective January 1, 2025 in connection with the recently approved general rate case, as well as an increase in water consumption compared to the same period in 2024. There was also an increase in CPUC-approved surcharges billed in 2025 compared to the same period in 2024 to recover previously incurred costs. These surcharges are largely offset by corresponding increases in operating expenses, resulting in no impact to earnings. Billed water consumption for the nine months ended September 30, 2025 was higher by 5.7% as compared to the same period in 2024 due primarily to lower amounts of seasonal precipitation for the nine months of 2025 as compared to the same period in 2024. Without having a full revenue decoupling mechanism, GSWC’s revenues and earnings will be subject to future volatility as a result of significant fluctuations in customer consumption compared to adopted levels.
Electric
Electric revenues for the nine months ended September 30, 2025 increased by $11.3 million to $41.3 million largely resulting from an increase in revenues from third-year electric rate increases implemented in 2025, as compared to 2022 rates used to record revenues during the same period of 2024. A final decision from the CPUC issued in January 2025 in connection with BVES’s general rate case proceeding set new rates for 2023 - 2026 (retroactive to January 1, 2023).
Electric usage for the nine months ended September 30, 2025 was lower by 1.3% compared to the same period in 2024. Due to the CPUC-approved Base Revenue Requirement Adjustment Mechanism, which adjusts certain revenues to adopted levels authorized by the CPUC, changes in usage do not have a significant impact on earnings.
Contracted Services
Revenues from contracted services are composed of construction revenues (including renewal and replacements) and management fees for operating and maintaining the water and/or wastewater systems at various military bases. For the nine months ended September 30, 2025, revenues from contracted services increased by $0.8 million to $98.5 million as compared to $97.7 million for the same period in 2024. There was an increase in management fee revenue from annual economic price adjustments and the new operations at Joint Base Cape Cod and Naval Air Station Patuxent River, partially offset by a decrease in construction activities largely due to timing and weather delays.
ASUS’s subsidiaries expect to continue to enter into U.S. government-awarded contract modifications, agreements with third-party prime contractors for new construction projects at the military bases served and task order agreements. Earnings and cash flows from modifications to the initial 15- and 50-year contracts with the U.S. government and agreements with third-party prime contractors for additional construction projects may or may not continue at current levels in future periods.
Operating Expenses:
Supply Costs
Total supply costs at the regulated utilities comprise the largest portion of total consolidated operating expenses. Supply costs accounted for approximately 32.3% and 31.2% of total operating expenses for the nine months ended September 30, 2025 and 2024, respectively.
Water segment supply costs
Two of the principal factors affecting water supply costs are the amount of water produced and the source of the water. Generally, the variable cost of producing water from wells is less than the cost of water purchased from wholesale suppliers. The overall actual percentages of purchased water for the nine months ended September 30, 2025 and 2024 were approximately 42.7% and 41.7%, respectively.
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Since the implementation in 2008 of the previously CPUC-approved MCBA, GSWC was able to track adopted and actual expense levels for purchased water, power purchased for pumping and pump taxes. GSWC recorded the variances (which include the effects of changes in both rate and volume) between adopted and actual purchased water, purchased power and pump tax expenses as a regulatory asset or liability. GSWC recovered from, or refunded to, customers the amount of such variances. Without the MCBA mechanism in place, beginning in 2025, there may be volatility to Registrant’s earnings as a result of changes in water supply source mix. The MCBA has been replaced with an incremental supply cost balancing account that will not include the impact from changes in water supply source mix compared to the adopted mix incorporated in the revenue requirement, but allows GSWC to track differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Supply costs for the water segment consist of purchased water, purchased power for pumping, groundwater production assessments and changes in the water supply cost balancing accounts. For the nine months ended September 30, 2025 and 2024, water supply costs consisted of the following amounts (in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Water purchased | $ | 67,964 | $ | 55,788 | $ | 12,176 | 21.8 | % | |||||||||||||||
| Power purchased for pumping | 11,157 | 11,349 | (192) | (1.7) | % | ||||||||||||||||||
| Groundwater production assessment | 18,776 | 17,643 | 1,133 | 6.4 | % | ||||||||||||||||||
| Water supply cost balancing accounts * | 663 | 2,062 | (1,399) | (67.8) | % | ||||||||||||||||||
| Total water supply costs | $ | 98,560 | $ | 86,842 | $ | 11,718 | 13.5 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(2.2) million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Purchased water costs during the nine months ended September 30, 2025 increased to $68.0 million as compared to $55.8 million for the same period in 2024 largely due to increases in wholesale water costs. There was also an overall increase in well production costs compared to the same period in 2024 due to an increase in customer water usage and an increase in pump tax rates. These increases were partially offset by lower power purchased for pumping due to changes of certain electricity provider rates.
For the nine months ended September 30, 2025, the water supply cost balancing account had a $0.7 million over-collection as compared to a $2.1 million over-collection during the same period in 2024. The change in water supply cost balancing accounts was primarily due to a change in the supply cost recovery mechanisms, as previously described. Unlike the MCBA, the incremental supply cost balancing account only tracks differences between the authorized per-unit prices of water production costs and actual per-unit prices of water production costs.
Electric segment supply costs
Supply costs for the electric segment consist primarily of purchased power for resale, the cost of natural gas used by BVES’s generating unit, the cost of renewable energy credits and changes in the electric supply cost balancing account. For the nine months ended September 30, 2025 and 2024, electric supply costs consisted of the following amounts (in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | ||||||||||||||||||||
| Power purchased for resale | $ | 12,822 | $ | 8,302 | $ | 4,520 | 54.4 | % | |||||||||||||||
| Electric supply cost balancing account * | (2,882) | 385 | (3,267) | ** | |||||||||||||||||||
| Total electric supply costs | $ | 9,940 | $ | 8,687 | $ | 1,253 | 14.4 | % | |||||||||||||||
* The sum of the water and electric supply-cost balancing accounts are shown on AWR’s Consolidated Statements of Income and totaled $(2.2) million and $2.4 million for the nine months ended September 30, 2025 and 2024, respectively.
** not meaningful
For the nine months ended September 30, 2025, the cost of power purchased for resale to BVES’s electric customers increased to $12.8 million as compared to $8.3 million during the same period in 2024 primarily due to higher overall average prices per megawatt-hour including fixed costs. The change in the electric supply cost balancing account during the nine months ended September 30, 2025 compared to the same period in 2024 was due primarily to increases in energy prices.
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Other Operation
The primary components of other operation expenses include payroll costs, materials and supplies, chemicals and water treatment costs and outside-services costs of operating the regulated water systems, including the costs associated with water transmission and distribution, pumping, water quality, meter reading, billing, and operations of district offices and the electric system. Registrant’s contracted services operations incur many of the same types of expenses. For the nine months ended September 30, 2025 and 2024, other operation expenses by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 23,519 | $ | 21,829 | $ | 1,690 | 7.7 | % | ||||||||||||||||||
| Electric Services | 3,499 | 2,716 | 783 | 28.8 | % | |||||||||||||||||||||
| Contracted Services | 7,564 | 6,832 | 732 | 10.7 | % | |||||||||||||||||||||
| Total other operation | $ | 34,582 | $ | 31,377 | $ | 3,205 | 10.2 | % | ||||||||||||||||||
For the nine months ended September 30, 2025, the increase in other operation expenses at the water segment was due, in part, from an increase of $1.3 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in other operation expenses, resulting in no impact to earnings. There was also an increase in operation-related labor.
The increase at the electric segment was due primarily due to higher operation-related labor costs and an increase in bad debt expense.
The increase at the contracted services segment was due primarily to the new operations at Joint Base Cape Cod and Naval Air Station Patuxent and higher labor costs.
Administrative and General
Administrative and general expenses include payroll costs related to administrative and general functions, all employee-related benefits, insurance expenses, outside legal and consulting fees, regulatory-utility-commission expenses, expenses associated with being a public company and general corporate expenses charged to expense accounts. For the nine months ended September 30, 2025 and 2024, administrative and general expenses by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 50,241 | $ | 49,464 | $ | 777 | 1.6 | % | ||||||||||||||||||
| Electric Services | 9,862 | 6,745 | 3,117 | 46.2 | % | |||||||||||||||||||||
| Contracted Services | 17,402 | 16,820 | 582 | 3.5 | % | |||||||||||||||||||||
| AWR (parent) | 5 | 5 | — | — | % | |||||||||||||||||||||
| Total administrative and general | $ | 77,510 | $ | 73,034 | $ | 4,476 | 6.1 | % | ||||||||||||||||||
Administrative and general expenses increased at the water segment due, in part, to an increase of $0.9 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in administrative and general expenses, resulting in no impact to earnings. There was also an increase in labor and insurance costs, partially offset by a decrease in outside services costs including those related to regulatory filings as compared to the same period in 2024.
Administrative and general expenses increased at the electric segment primarily due to higher outside-services costs incurred related to BVES’s wildfire mitigation activities and various regulatory filings. Higher expenses related to the wildfire mitigation activities are reflected and recovered in the new customer rates implemented in 2025. As previously mentioned, costs to support BVES’s wildfire mitigation plans were not included in customer rates and not expensed during the nine months of 2024 because they were being tracked in memorandum accounts prior to receiving the approved general rate case decision in January 2025. In addition, there was an increase of $1.0 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in administrative and general expenses, resulting in no impact to earnings.
Administrative and general expenses increased at the contracted services segment due to higher labor costs, employee-related benefits, and insurance costs at the legacy bases, and from the new operations at Joint Base Cape Cod and Naval Air Station Patuxent River, partially offset by lower overall legal costs.
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Depreciation and Amortization
For the nine months ended September 30, 2025 and 2024, depreciation and amortization by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 29,804 | $ | 27,147 | $ | 2,657 | 9.8 | % | ||||||||||||||||||
| Electric Services | 2,718 | 2,721 | (3) | (0.1) | % | |||||||||||||||||||||
| Contracted Services | 2,675 | 2,473 | 202 | 8.2 | % | |||||||||||||||||||||
| Total depreciation and amortization | $ | 35,197 | $ | 32,341 | $ | 2,856 | 8.8 | % | ||||||||||||||||||
Depreciation and amortization expense increased at the water and contracted services segments due largely to capital additions to utility plant and other fixed assets placed in service.
Depreciation and amortization expense is consistent at the electric segment due to an overall lower composite depreciation rate supported by the latest depreciation study adopted in the final decision in the electric general rate case that was largely offset by higher depreciation and amortization expenses from additions to utility plant and other fixed assets placed in service. The lower adopted depreciation expense levels from the updated study are also reflected in the new revenue requirements, resulting in no significant impact to earnings.
Maintenance
For the nine months ended September 30, 2025 and 2024, maintenance expense by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 7,429 | $ | 6,247 | $ | 1,182 | 18.9 | % | ||||||||||||||||||
| Electric Services | 4,248 | 961 | 3,287 | * | ||||||||||||||||||||||
| Contracted Services | 4,080 | 3,271 | 809 | 24.7 | % | |||||||||||||||||||||
| Total maintenance | $ | 15,757 | $ | 10,479 | $ | 5,278 | 50.4 | % | ||||||||||||||||||
* not meaningful
Overall maintenance expense increased at the water segment due to an increase in maintenance activities when compared to the same period in 2024.
At the electric segment, higher vegetation management costs contributed to the majority of the increase compared to the same period in 2024. Higher expenses related to vegetation management costs are reflected and recovered in the new customer rates implemented in 2025. As previously discussed, vegetation management costs were not previously included in customer rates and not expensed during the nine months of 2024 because they were being tracked in memorandum accounts prior to receiving the approved general rate case decision in January 2025. In addition, there was an increase of $1.4 million in billed surcharges to recover previously incurred costs that had been tracked in CPUC-authorized memorandum accounts. Increases in revenues from billed surcharges have a corresponding and offsetting increase in maintenance expenses, resulting in no impact to earnings.
Overall maintenance expense increased at the contracted services segment due to higher planned and unplanned maintenance-related activities compared to the same period in 2024. Furthermore, the new operations at Joint Base Cape Cod and Naval Air Station Patuxent River also contributed to the higher maintenance expense.
Property and Other Taxes
For the nine months ended September 30, 2025 and 2024, property and other taxes by business segment consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 17,698 | $ | 16,625 | $ | 1,073 | 6.5 | % | ||||||||||||||||||
| Electric Services | 2,063 | 1,702 | 361 | 21.2 | % | |||||||||||||||||||||
| Contracted Services | 1,917 | 1,835 | 82 | 4.5 | % | |||||||||||||||||||||
| Total property and other taxes | $ | 21,678 | $ | 20,162 | $ | 1,516 | 7.5 | % | ||||||||||||||||||
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Property and other taxes increased at the water and electric segments due largely to an increase in franchise fees from higher revenues and property taxes from capital additions.
ASUS Construction
For the nine months ended September 30, 2025, construction expenses for contracted services were $42.3 million, a decrease of $1.3 million compared to the same period in 2024 primarily resulting from a decrease in construction activity as compared to the same period of 2024 due to timing and delays caused by weather conditions.
Interest Expense
For the nine months ended September 30, 2025 and 2024, interest expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 27,145 | $ | 28,970 | $ | (1,825) | (6.3) | % | ||||||||||||||||||
| Electric Services | 3,577 | 3,810 | (233) | (6.1) | % | |||||||||||||||||||||
| Contracted Services | 544 | 1,687 | (1,143) | (67.8) | % | |||||||||||||||||||||
| AWR (parent) | 4,635 | 4,750 | (115) | (2.4) | % | |||||||||||||||||||||
| Total interest expense | $ | 35,901 | $ | 39,217 | $ | (3,316) | (8.5) | % | ||||||||||||||||||
AWR’s borrowings consist of bank notes under revolving credit facilities, while GSWC and BVES borrowings consist of revolving credit facilities and long-term debt issuances. Consolidated interest expense decreased as compared to the same period in 2024 resulting primarily from overall lower average interest rates, partially offset by an increase in total average borrowing levels to support, among other things, the capital expenditures program at the regulated utilities. The overall combined average interest rates were 5.10% and 5.42% for the nine months ended September 30, 2025 and 2024, respectively. In addition, the decrease in the water segment’s interest expense was also attributed to the impact of capitalizing debt costs related to certain advice letter projects approved by the CPUC in the latest general rate case effective January 1, 2025.
Interest Income
For the nine months ended September 30, 2025 and 2024, interest income by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 2,719 | $ | 4,589 | $ | (1,870) | (40.7) | % | ||||||||||||||||||
| Electric Services | 1,208 | 648 | 560 | 86.4 | % | |||||||||||||||||||||
| Contracted Services | 608 | 592 | 16 | 2.7 | % | |||||||||||||||||||||
| AWR (parent) | 40 | 73 | (33) | (45.2) | % | |||||||||||||||||||||
| Total interest income | $ | 4,575 | $ | 5,902 | $ | (1,327) | (22.5) | % | ||||||||||||||||||
The decrease in interest income at the water segment was due primarily to a decrease in interest income earned on regulatory assets. Regulatory asset balances will decrease as surcharges are approved and implemented. The increase at the electric segment was due to higher levels of regulatory asset balances earning interest.
Other Income and (Expenses), net
For the nine months ended September 30, 2025 and 2024, other income and (expenses), net by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 5,471 | $ | 5,897 | $ | (426) | (7.2) | % | ||||||||||||||||||
| Electric Services | 488 | 68 | 420 | * | ||||||||||||||||||||||
| Contracted Services | (13) | (53) | 40 | (75.5) | % | |||||||||||||||||||||
| AWR (parent) | 465 | 257 | 208 | 80.9 | % | |||||||||||||||||||||
| Total other income and (expenses), net | $ | 6,411 | $ | 6,169 | $ | 242 | 3.9 | % | ||||||||||||||||||
* not meaningful
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For the nine months ended September 30, 2025, other income (net of other expenses) decreased at the water segment largely because of gains of $4.6 million recorded on investments held to fund one of the Company’s retirement plans in 2025, compared to gains of $5.1 million recorded in 2024. The increase in other income for the electric segment is due primarily to AFUDC (equity) earned on certain CPUC-approved advice letter projects while under construction. The increase in other income for AWR (parent) is due primarily to an increase in non-regulated-related activities.
Income Tax Expense
For the nine months ended September 30, 2025 and 2024, income tax expense by business segment, including AWR (parent), consisted of the following (dollar amounts in thousands):
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | $ CHANGE | % CHANGE | |||||||||||||||||||||||
| Water Services | $ | 26,473 | $ | 23,539 | $ | 2,934 | 12.5 | % | ||||||||||||||||||
| Electric Services | 1,532 | 656 | 876 | 133.5 | % | |||||||||||||||||||||
| Contracted Services | 5,332 | 5,307 | 25 | 0.5 | % | |||||||||||||||||||||
| AWR (parent) | (1,715) | (1,691) | (24) | 1.4 | % | |||||||||||||||||||||
| Total income tax expense | $ | 31,622 | $ | 27,811 | $ | 3,811 | 13.7 | % | ||||||||||||||||||
Consolidated income tax expense for the nine months ended September 30, 2025 increased by $3.8 million primarily due to the increase in consolidated pretax income as compared to the same period in 2024. AWR’s ETR was 23.7% and 23.4% for the nine months ended September 30, 2025 and 2024, respectively. GSWC’s ETR was 24.6% and 24.0% for the nine months ended September 30, 2025 and 2024, respectively. The increase in GSWC’s ETR was due largely due to changes in certain flowed-through income taxes.
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Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that are important to the portrayal of Registrant’s financial condition, results of operations and cash flows and require the most difficult, subjective or complex judgments of Registrant’s management. The need to make estimates about the effect of items that are uncertain is what makes these judgments difficult, subjective and/or complex. Management makes subjective judgments about the accounting and regulatory treatment of many items. These judgments are based on Registrant’s historical experience, terms of existing contracts, its observance of trends in the industry, and information available from other outside sources, as appropriate. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies used in the preparation of Registrant’s financial statements are ones that it believes affect the more significant judgments and estimates used in the preparation of its consolidated financial statements presented in this report and are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” included in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. There have been no material changes to Registrant’s critical accounting policies.
Liquidity and Capital Resources
AWR
AWR’s regulated business is capital intensive and requires considerable capital resources. A portion of these capital resources is provided by internally generated cash flows from operations. AWR anticipates that interest expense will increase in future periods due to the need for additional external capital to fund construction programs at its regulated utilities and if market interest rates increase. In addition, as the capital investment program continues to increase, AWR and its subsidiaries anticipate they will need to access external financing more often. External financing may also be needed to cover costs incurred in connection with capital investments that are not covered in rates due to delays in obtaining approval of general rate cases by the CPUC.
AWR funds its operating expenses and pays dividends on its outstanding Common Shares primarily through dividends from its wholly owned subsidiaries. The ability of GSWC and BVES to pay dividends to AWR is restricted by California law. Under these restrictions, approximately $901.9 million was available for GSWC to pay dividends to AWR on September 30, 2025. Approximately $107.6 million was available for BVES to pay dividends to AWR as of September 30, 2025. ASUS’s ability to pay dividends to AWR is dependent upon state laws in which each ASUS subsidiary operates, as well as ASUS’s ability to pay dividends under California law.
When necessary, AWR obtains funds from external sources through the capital markets and from bank borrowings. Access to external financing on reasonable terms depends on the credit ratings of AWR and GSWC and current business conditions, including that of the water utility industry in general, as well as conditions in the debt or equity capital markets.
On February 27, 2024, AWR entered into an Equity Distribution Agreement with third-party sales agents, under which AWR may offer and sell Common Shares, from time to time at its sole discretion, through an ATM offering program having an aggregate gross offering price of up to $200 million over a three-year period and pursuant to AWR’s effective shelf registration statement on Form S-3. AWR intends to use the net proceeds from these sales, after deducting commissions on such sales and offering expenses, for general corporate purposes, including, but not limited to, repayment of debt and making equity contributions to its subsidiaries. During the nine months ended September 30, 2025, AWR sold 535,760 Common Shares through this ATM offering program and raised net proceeds of $40.2 million, bringing the total raised through September 30, 2025 to $130.0 million, net of $2.0 million of commissions paid under the terms of the Equity Distribution Agreement. As of September 30, 2025, approximately $68.0 million remained available for sale under the ATM offering program.
In June 2023, AWR and GSWC each entered into credit agreements with an original term of five years provided by a syndicate of banks and financial institutions. Both credit agreements, as amended, are now scheduled to mature in June 2029. As of September 30, 2025, the credit agreements, as amended, provide AWR and GSWC unsecured revolving credit facilities with borrowing capacities of $195.0 million and $200.0 million, respectively. Under the terms of the credit agreements, as of September 30, 2025, the borrowing capacities for AWR and GSWC may be expanded up to an additional $30.0 million and $75.0 million, respectively, subject to the lenders’ approval. AWR’s credit facility primarily provides support to AWR (parent) and ASUS, while GSWC’s credit agreement provides support to its water operations and capital expenditures. As of September 30, 2025, AWR’s outstanding borrowings under its credit facility of $119.0 million have been classified as non-current liabilities on AWR’s Consolidated Balance Sheet. As of September 30, 2025, there were no outstanding borrowings under GSWC’s facility.
In January 2024, GSWC filed a new financing application with the CPUC that requests authorization for the issuance and sale of additional long-term debt and equity securities of up to $750.0 million. A final decision was adopted at the March 13, 2025 voting meeting approving GSWC’s requests in its application. Subsequently, on May 29, 2025, GSWC executed a note purchase agreement for the issuance of unsecured private placement notes totaling $100.0 million. In connection with the transaction, GSWC issued (i) $75.0 million aggregate principal amount of Series A Senior Notes at a coupon rate of 5.30% due May 29, 2032,
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and (ii) $25.0 million aggregate principal amount of Series B Senior Notes at a coupon rate of 5.65% due May 29, 2037. In addition, on May 30, 2025, GSWC issued 3.6500 common shares to its parent in exchange for a contribution of $50.0 million. GSWC used the proceeds from both the issuance of the notes and equity to fully pay down all outstanding borrowings under GSWC’s credit agreement.
BVES has a separate revolving credit facility without a parent guaranty that supports its electric operations and capital expenditures with a current borrowing capacity of $65.0 million that matures on July 1, 2026. Currently, the credit agreement provides BVES an option to increase the borrowing capacity of the facility by an additional $10.0 million. BVES plans to renew its revolving credit facility prior to its maturity. In August 2024, the CPUC issued a final decision in BVES’s financing application, which among other things, approved BVES’s request to issue up to $120 million of new debt and equity securities. On February 12, 2025, BVES completed the issuance of $50.0 million in unsecured private-placement notes with a coupon rate of 6.12% maturing on February 12, 2030. BVES used the proceeds from the notes to pay down all amounts under its revolving credit facility outstanding at the time of issuing the notes satisfying the CPUC’s requirement. As of September 30, 2025, there was $5.0 million outstanding borrowings under BVES’s credit facility, which have been classified as current liabilities in AWR’s Consolidated Balance Sheet.
Our primary sources of liquidity to fund operations continue to be from the recovery of costs charged to customers at our regulated utilities and the collection of payments from the U.S government. We believe that capital investment costs associated with our capital programs at our regulated utilities will continue to be recovered through water and electric rates charged to customers, as well as funds from credit facilities from our regulated utilities. In addition, AWR’s credit facility will continue to be used to support ASUS’s operations and AWR (parent). The long-term capital-intensive nature of our regulated utilities have required us to continually seek future financing opportunities beyond the short-term. Future long-term financing at GSWC and BVES is expected to consist of both long-term debt and equity issuances in order to manage to the CPUC-authorized capital structure. Under the current financing applications authorized by the CPUC, GSWC and BVES have $600.0 million and $88.0 million, respectively, remaining and available under each utility’s authorized applications that provide for long-term financing and which are expected to be used over the next 2-6 years to pay down outstanding borrowings under their respective credit facilities and support operations.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into federal law. Among other things, the Act extends or makes permanent several of the tax law changes enacted as part of the Tax Cuts and Jobs Act of 2017, and impacts the future of renewable energy tax credits enacted by the Inflation Reduction Act of 2022. The Act leaves the U.S. corporate tax rate unchanged at 21%. Registrant continues to evaluate the provisions of the new tax law and the potential impact, if any, on its consolidated financial statements as the U.S. Treasury and the IRS issue further guidance. Registrant does not expect the Act to have a material impact on its financial position, results of operations and/or cash flows.
Management believes that AWR’s and GSWC’s sound capital structures and strong credit ratings, combined with its financial discipline, will enable AWR to access the debt and equity markets. However, unpredictable financial market conditions in the future and delays in receiving rate case decisions may limit its access or impact the timing of when to access the market, in which case AWR may choose to temporarily reduce its capital spending.
AWR’s ability to pay cash dividends on its Common Shares depends primarily upon cash flows from its subsidiaries. AWR intends to continue paying quarterly cash dividends on or about March 1, June 1, September 1 and December 1, subject to earnings and financial conditions, regulatory requirements and such other factors as the Board of Directors may deem relevant. On October 28, 2025, AWR’s Board of Directors approved a fourth quarter dividend of $0.5040 per share on AWR’s Common Shares. Dividends on the Common Shares will be paid on December 2, 2025 to shareholders of record at the close of business on November 14, 2025. Registrant has paid Common Share dividends every year since 1931 and has increased the dividends received by shareholders each calendar year for 71 consecutive years, which places it in an exclusive group of companies on the New York Stock Exchange that have achieved that result. AWR’s quarterly dividend rate has grown at a compound annual growth rate (“CAGR”) of 8.5% over the last five years since the fourth quarter of 2020, and has achieved a 10-year CAGR of 8.3% in its calendar year dividend payments through 2025. AWR’s current policy is to achieve a CAGR in the dividend of more than 7% over the long-term.
Cash Flows from Operating Activities:
Cash flows from operating activities have generally provided sufficient cash to fund operating requirements, including a portion of capital expenditures at GSWC and BVES, and construction expenses at ASUS, and to pay dividends. AWR’s future cash flows from operating activities are expected to be affected by a number of factors, including, among other things, utility regulation; delays in receiving approvals of general rate cases, changes in tax law; maintenance expenses; inflation; newly imposed tariffs; compliance with environmental, health and safety standards; production costs; customer growth; per-customer usage of water and electricity; weather and seasonality; conservation efforts; compliance with local governmental requirements, including mandatory restrictions on water use; the customers’ ability to pay utility bills; and required cash contributions to pension and post-retirement plans. Future cash flows from contracted services subsidiaries will depend on new business activities, existing operations, the construction of new and/or replacement infrastructure at military bases, timely economic price and
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equitable adjustment of prices, and timely collection of payments from the U.S. government and other prime contractors operating at the military bases, and any adjustments arising out of an audit or investigation by federal governmental agencies. For further information regarding the risks faced by Registrant, see Item 1A, Risk Factors, in our annual report on Form 10-K for the period ended December 31, 2024.
ASUS funds its operating expenses primarily through internal operating sources, which include U.S. government funding under 15- and 50-year contracts for operations and maintenance costs and construction activities, as well as investments by, or loans from, AWR. ASUS, in turn, provides funding to its subsidiaries. ASUS’s subsidiaries may also from time to time provide funding to ASUS or other subsidiaries of ASUS.
Cash flows from operating activities are primarily generated by net income, adjusted for non-cash expenses such as depreciation and amortization, and deferred income taxes. Cash generated by operations varies during the year. Net cash provided by operating activities of AWR was $202.0 million for the nine months ended September 30, 2025 as compared to $134.2 million for the same period in 2024. The increase in operating cash flows was largely due to the timing of cash receipts and disbursements related to working capital items. In particular, the implementation of new rates and surcharges at our regulated utilities added to cash flows from operations. The increase in cash flows from operating activities also resulted from differences at ASUS in the timing of vendor payments and the receipt of cash for construction work at military bases. The billings (and cash receipts) for this construction work generally occur at completion of the work or in accordance with a billing schedule contractually agreed to with the U.S. government and/or other prime contractors. Thus, cash flow from construction-related activities may fluctuate from period to period with such fluctuations representing timing differences of when the work is being performed and when the cash is received for payment of the work. In addition, during the third quarter, AWR received approximately $5 million in PFAS contamination litigation proceeds as plaintiffs in class action lawsuits. Finally, the timing of income tax payments have also contributed to an increase in operating cash flows as a result of wildfire tax relief legislation, which allowed for the postponement of income tax payment deadlines until October 15, 2025, which did not happen in 2024.
Cash Flows from Investing Activities:
Net cash used in investing activities was $172.7 million for the nine months ended September 30, 2025 as compared to $172.9 million for the same period in 2024, which is mostly related to capital expenditures at the regulated utilities. GSWC and BVES invest capital to provide essential services to their regulated customer bases, while working with the CPUC to have the opportunity to earn a fair rate of return on investment. AWR’s infrastructure investment plan consists of both infrastructure renewal programs (to replace infrastructure, including those to mitigate wildfire risk) and major capital investment projects (to construct new water treatment, supply and delivery facilities and electric facilities). The regulated utilities may also be required from time to time to relocate existing infrastructure in order to accommodate local infrastructure improvement projects. Projected capital expenditures and other investments are subject to periodic review and revision.
For the year 2025, the regulated utilities’ company-funded capital expenditures are expected to be between $180 million and $210 million, barring any delays resulting from changes in capital improvement schedules due to unfavorable weather conditions and supply chain issues.
Cash Flows from Financing Activities:
AWR’s financing activities include primarily: (i) the proceeds from the issuance of Common Shares, (ii) the issuance and repayment of long-term debt and notes payable to banks, and (iii) the payment of dividends on Common Shares. In order to finance new infrastructure, GSWC also receives customer advances (net of refunds) for, and contributions in aid of, construction. Borrowings on AWR’s credit facility are primarily used to support AWR (parent) and its contracted services subsidiary, and borrowings on GSWC and BVES’s credit facilities are used to fund GSWC and BVES capital expenditures, respectively, until long-term financing is arranged. AWR may also from time to time make equity contributions to GSWC and to BVES. Overall debt levels are expected to increase to fund the costs of the capital expenditures that will be made by the regulated utilities.
Net cash used by financing activities was $29.9 million for the nine months ended September 30, 2025 as compared to cash provided of $41.0 million during the same period in 2024. The decrease in cash provided by financing activities was due primarily to a decrease in total net borrowings required in 2025 as compared to 2024 due, in large part, to an increase in cash flows from operating activities. Financing activities in 2025 included the issuance of long-term debt of $50.0 million by BVES and $100.0 million by GSWC, and the proceeds were used to pay down outstanding borrowings under their respective credit facilities. Credit facilities have been used to support its operations and ongoing capital expenditure programs. In addition, for the nine months ended September 30, 2025, AWR sold 535,760 Common Shares through its ATM offering program and raised proceeds net of issuance costs of $40.2 million, while during the nine months ended September 30, 2024, AWR sold 791,097 Common Shares through its ATM offering program and raised proceeds net of issuance costs of $59.3 million.
GSWC
GSWC funds its operating expenses, payments on its debt, dividends to AWR on its outstanding common shares, and a portion of its construction expenditures through internal sources. Internal sources of cash flow are provided primarily by retention of a portion of earnings from operating activities. Internal cash generation is influenced by, among other things, factors such as
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weather patterns, conservation efforts, environmental regulation, litigation, changes in tax law and deferred taxes, changes in supply costs and regulatory decisions affecting GSWC’s ability to recover these supply costs, timing of rate relief, increases in maintenance expenses and capital expenditures, surcharges authorized by the CPUC to enable GSWC to recover expenses previously incurred from customers, and CPUC requirements to refund amounts previously charged to customers. Internal cash flows may also be impacted by delays in receiving payments from GSWC customers. For further information regarding the risks faced by Registrants, see Item 1A, Risk Factors, in our annual report on Form 10-K for the period ended December 31, 2024.
GSWC may, at times, utilize external sources for long-term financing, as well as obtain funds from equity investments from its parent, AWR, to help fund a portion of its operations and construction expenditures. GSWC has its own separate credit agreement that provides for a $200.0 million unsecured revolving credit facility to support GSWC’s operations and capital expenditures. GSWC’s borrowing capacity under this credit agreement may be expanded up to an additional $75.0 million, subject to the lenders’ approval.
On January 22, 2024, GSWC filed a new financing application with the CPUC that requests authorization for the issuance and sale of additional long-term debt and equity securities of up to $750.0 million. A final decision was adopted at the March 13, 2025 voting meeting approving all of GSWC’s requests in its application. Following approval of the new financing application, on May 29, 2025, GSWC executed a note purchase agreement for the issuance of unsecured private placement notes totaling $100.0 million. In connection with the transaction, GSWC issued (i) $75.0 million aggregate principal amount of Series A Senior Notes at a coupon rate of 5.30% due May 29, 2032, and (ii) $25.0 million aggregate principal amount of Series B Senior Notes at a coupon rate of 5.65% due May 29, 2037. In addition, on May 30, 2025, GSWC issued 3.6500 common shares to its parent in exchange for a contribution of $50.0 million. GSWC used the proceeds from both the issuance of the notes and equity to fully pay down all outstanding borrowings under GSWC’s credit agreement. Under the current financing application authorized by the CPUC, GSWC has $600.0 million remaining and available that provides for long-term financing and which are expected to be used over the next 2 to 6 years to pay down portions of the outstanding borrowings under GSWC’s credit facility and support its operations and capital program.
In addition, GSWC receives advances and contributions from customers, home builders and real estate developers to fund construction necessary to extend service to new areas. Advances for construction are generally refundable at a rate of 2.5% in equal annual installments over 40 years. Utility plant funded by advances and contributions is excluded from rate base. GSWC amortizes contributions in aid of construction at the same composite rate of depreciation for the related property.
Cash Flows from Operating Activities:
Net cash provided by operating activities was $156.0 million for the nine months ended September 30, 2025 as compared to $106.1 million for the same period in 2024. The increase in operating cash flow was due primarily to (i) new water rates implemented effective January 1, 2025 that were approved in the recent general rate case proceeding, (ii) the implementation, in May 2025, of the WRAM/MCBA surcharges related to the recovery of all pre-2025 revenue and supply cost activity with the majority to be recovered over 18 months, (iii) the implementation of other surcharges during the year, and (iv) the timing of income tax payments made to AWR (parent) as a result of wildfire tax relief legislation, which allowed for the postponement of income tax payment deadlines until October 15, 2025, which did not happen in 2024. In addition, during the third quarter, GSWC received approximately $3.8 million in PFAS contamination litigation proceeds as a plaintiff in a class action lawsuit. This was partially offset by GSWC’s receipt in March 2024 of $3.5 million in additional COVID-19 relief funds from the state of California that provided assistance to customers for delinquent water customer bills incurred during the pandemic, which did not recur in 2025. The timing of cash receipts and disbursements related to other working capital items also affected the change in net cash provided by operating activities.
Cash Flows from Investing Activities:
Net cash used in investing activities was $148.2 million for the nine months ended September 30, 2025 as compared to $146.8 million for the same period in 2024, which is mostly related to spending under GSWC’s infrastructure investment plans that are consistent with capital budgets authorized in its general rate cases.
Cash Flows from Financing Activities:
Net cash used by financing activities was $11.2 million for the nine months ended September 30, 2025 as compared to $40.2 million net cash provided for the same period in 2024. The decrease in cash provided by financing activities was due primarily to a decrease in total capital (debt and equity) raised in 2025 as compared to 2024 due, in large part, to an increase in cash flows from operating activities. There was also an increase in dividends paid to AWR during 2025 of $37.5 million as compared $17.5 million of dividend paid during the same period in 2024. During 2025, GSWC issued long-term debt of $100.0 million and issued common shares to AWR (parent) in exchange for contribution of $50.0 million used. GSWC used the proceeds from both issuances to pay down outstanding borrowings under its credit facility that is used to support its water operations and capital expenditures program.
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Contractual Obligations and Other Commitments
Registrant has various contractual obligations, which are recorded as liabilities in the consolidated financial statements. Other items, such as certain purchase commitments, are not recognized as liabilities in the consolidated financial statements but are required to be disclosed. In addition to contractual maturities, Registrant has certain debt instruments that contain an annual sinking fund or other principal payments. Registrant believes that it will be able to refinance debt instruments at their maturity through public issuance, or private placement, of debt or equity. Annual payments to service debt are generally made from cash flows from operations.
On February 12, 2025, BVES completed the issuance of $50.0 million in unsecured private-placement notes with a coupon rate of 6.12% maturing on February 12, 2030. BVES used the proceeds from the notes to pay down all amounts under its revolving credit facility outstanding at the time of issuing the notes.
On May 29, 2025, GSWC executed a note purchase agreement for the issuance of unsecured private placement notes totaling $100.0 million. In connection with the transaction, GSWC issued (i) $75.0 million aggregate principal amount of Series A Senior Notes at a coupon rate of 5.30% due May 29, 2032, and (ii) $25.0 million aggregate principal amount of Series B Senior Notes at a coupon rate of 5.65% due May 29, 2037. GSWC used the proceeds from the issuance of the notes to pay down outstanding borrowings under GSWC’s credit agreement.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments” section of the Registrant’s Form 10-K for the year ended December 31, 2024 filed with the SEC for a discussion of contractual obligations and other commitments. Besides BVES’s debt issuance described above, there have been no material changes to Registrant’s contractual obligations and other commitments.
Contracted Services
Under the terms of the contracts with the U.S. government, each contract’s price is subject to an economic price adjustment (“EPA”) on an annual basis. In the event that ASUS (i) is managing more assets at specific military bases than were included in the U.S. government’s request for proposal, (ii) is managing assets that are in substandard condition as compared to what was disclosed in the request for proposal, (iii) prudently incurs costs not contemplated under the terms of the contract, and/or (iv) becomes subject to new regulatory requirements, such as more stringent water-quality standards, ASUS is permitted to file, and has filed, requests for equitable adjustment (“REAs”). The timely filing for and receipt of EPAs and/or REAs continues to be critical in order for ASUS’s subsidiaries to recover increasing costs of operating, maintaining, renewing and replacing the water and/or wastewater systems at the military bases it serves.
During sequestration or automatic spending cuts, and also amid the current U.S. government shutdown, the subsidiaries of ASUS have not experienced and are not expected to experience any earnings impact to their existing operations and maintenance and renewal and replacement services, as utility privatization contracts are an “excepted service.” With the expiration of sequestration, similar issues including further sequestration pursuant to the Balanced Budget and Emergency Deficit Control Act may arise as part of the fiscal uncertainty and/or future debt-ceiling limits imposed by Congress. Management expects that any future impact on ASUS and its operations through its subsidiaries will likely be limited to (a) the timing of funding to pay for services rendered, (b) delays in the processing of EPAs and/or REAs, (c) the timing of the issuance of contract modifications for new construction work not already funded by the U.S. government, (d) the timing of construction work associated with delays in receiving construction permits from furloughs at government agencies, and/or (e) delays in solicitation for and/or awarding of new contracts under the Department of Defense contracting programs. In the event the U.S. government shutdown extends for an unprecedented and much longer period, ASUS’s liquidity and earnings could be impacted.
At times, the Defense Contract Auditing Agency and/or the Defense Contract Management Agency may, at the request of a contracting officer, perform audits/reviews of contractors for compliance with certain government guidance and regulations, such as the Federal Acquisition Regulations and Defense Federal Acquisition Regulation Supplements. Certain audit/review findings, such as system deficiencies for government-contract-business-system requirements, may result in delays in the resolution of filings submitted to and/or the ability to file new proposals with the U.S. government.
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Regulatory Matters
An update on various regulatory matters is included in the discussion under the section titled “Overview” in this Form 10-Q’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The discussion below focuses on key regulatory matters and developments.
Water Segment:
Recent Changes in Rates:
Rates that GSWC is authorized to charge are determined by the CPUC in general rate cases. In January 2025, the CPUC issued a final decision in GSWC’s latest general rate case proceeding that will set new rates for the years 2025 - 2027. Accordingly, new water rates for 2025 have been implemented and reflected in GSWC’s results for the nine months ended September 30, 2025.
Expansion of GSWC’s Water Operations:
In 2014, the CPUC issued a final decision granting GSWC the authority to provide water utility services to a new area to be developed near Sacramento called Sutter Pointe, in Sutter County, California. Specific plans for the new development have been approved by Sutter County that will allow for the construction of 17,500 total dwelling units at full buildout, which is currently expected to occur over the next 20 or more years. Among other things, the final decision in 2014 ordered GSWC to file a separate application before the commencement of any construction in order to establish initial water service rates. The first phase of the new development has begun and is expected to occur over the next five years, and will serve up to 3,800 customer connections. Accordingly, in August 2024, GSWC filed an application prior to the start of construction. In October 2025, the CPUC issued a final decision authorizing initial water service rates covering the new development for the years 2026 through 2028.
Electric Segment
Recent Changes in Rates:
Rates that BVES is authorized to charge are determined by the CPUC in general rate cases. In January 2025, the CPUC issued a final decision in BVES’s general rate case proceeding that set new rates for the years 2023 - 2026, retroactive to January 1, 2023. Accordingly, new electric rates for 2025, which is the third year in the rate cycle, have been implemented and reflected in BVES results for the nine months ended September 30, 2025. As a result of receiving the final decision, the impact from retroactive rates for the full year of 2023 and from the second-year rate increases for the full year of 2024 were reflected in BVES’s 2024 fourth quarter results.
Among other things, the final decision also approved for recovery the requested capital expenditures and other incremental operating costs already incurred prior to 2023 in connection with BVES’s wildfire mitigation plans (“WMP”s) that were not included in customer rates prior to receiving a CPUC final decision on its recent general rate case. The decision approved BVES’s recovery of incremental vegetation management costs and other wildfire mitigation and prevention costs incurred prior to 2023 that were being tracked in memorandum accounts for future recovery and were recorded as regulatory assets. As of September 30, 2025, BVES has a total of approximately $13.0 million in regulatory assets related to these memorandum accounts. During the first quarter of 2025, BVES filed an advice letter to recover all pre-2023 costs included in the vegetation management and other WMP memorandum accounts, which will be recovered over a period of 24 to 36 months through surcharges that were implemented on March 1, 2025 and April 1, 2025.
BVES Solar Energy and Battery Storage Projects:
In May 2024, BVES filed an application with the CPUC for approval to construct the solar energy and battery storage projects that will provide BVES with its first solar power generation facility and battery energy storage system. In July 2025, BVES and the Public Advocates Office filed a joint motion with the CPUC to adopt a settlement agreement resolving all issues in the proceeding. Among other things, the settlement agreement authorizes BVES to construct the solar energy and battery storage facility and system for a total combined cost of approximately $28.0 million, plus additional funds used during construction. The settlement agreement is pending approval by the CPUC with a proposed decision expected by the first quarter of 2026. If approved, the costs associated with the projects would be recoverable in customer rates at the time the projects are completed and in service.
See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters” section of the Registrant’s Form 10-K for the year-ended December 31, 2024 filed with the SEC for a discussion of other regulatory matters.
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Environmental Matters
AWR’s subsidiaries are subject to stringent environmental regulations. GSWC is required to comply with the safe drinking water standards established by the U.S. Environmental Protection Agency (“U.S. EPA”) and the Division of Drinking Water (“DDW”), under the State Water Resources Control Board (“SWRCB”). The DDW, acting on behalf of the U.S. EPA, administers the U.S. EPA’s program in California. Similarly, ASUS is required to comply with the drinking water standards that are administered by the relevant state agencies in the states in which it operates. The U.S. EPA regulates contaminants that may have adverse health effects that are known or likely to occur at levels of public health concern, and the regulation of which will provide a meaningful opportunity for health risk reduction.
Per- and Polyfluoroalkyl Substances (“PFAS”) Contamination Litigation Proceeds Memorandum Account:
GSWC has been a plaintiff in class action lawsuits related to PFAS contamination affecting public water systems. Pursuant to a class settlement agreement, during the second quarter of 2025, GSWC was notified that it will receive from 3M Company approximately $19 million, net of legal fees. In June 2025, 3M Company paid a portion of this amount into a qualified settlement fund totaling approximately $12.5 million to be administered by a custodian for the benefit of GSWC. GSWC received the first payment of $3.8 million in August, and the remainder of the $12.5 million in October 2025. The class settlement agreement among 3M Company and the class of eligible public water systems was entered into on June 22, 2023 and resolved any claims for PFAS contamination with 3M Company. The class settlement agreement between the parties was approved by an order issued by the Federal District Court of South Carolina on March 29, 2024. Accordingly, in the second quarter of 2025, GSWC recognized a $12.5 million receivable along with a corresponding regulatory liability (as discussed below) as the amount was realizable and collection is virtually certain. Based on the settlement agreement with 3M Company, GSWC expects to be paid the remaining settlement payments of approximately $6.5 million during 2026 – 2033. Furthermore, one of ASUS’s subsidiaries is also a participant in this class settlement agreement with 3M Company and is expected to receive approximately $2 million of settlement payments during 2025 – 2033.
Settlement proceeds received by GSWC may be used for future capital investments or operations and maintenance expenses related to PFAS water contamination to its water systems or any PFAS related litigation against its water systems, which benefit GSWC’s customers. The CPUC has authorized GSWC to track in a memorandum account the settlement payments received by GSWC from lawsuits related to PFAS contamination in its water systems, which include the proceeds received for participation in the 3M Company class action lawsuit. The amounts in the memorandum account as of September 30, 2025 have been recorded as a regulatory liability to be used in the future to offset incremental investments in replacement and treatment of property, as well as operations and maintenance expenses and other direct expenses related to PFAS contamination.
GSWC continues to monitor contaminant levels for PFAS compounds in accordance with final U.S. EPA regulations. Proceeds received from 3M Company will not be sufficient to pay for all PFAS-related liabilities that will ultimately be incurred by GSWC, whether related to capital investments, operation and maintenance expenses, or litigation brought against GSWC. However, the CPUC has also authorized GSWC to track incremental expenses, including laboratory testing and monitoring costs, customer and public notification costs and chemical and operating treatment costs, incurred as a result of PFAS contamination in a separate memorandum account to be filed with the CPUC for future recovery.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Environmental Matters” section of the Registrant’s Form 10-K for the year-ended December 31, 2024 filed with the SEC for a discussion of environmental matters applicable to AWR and its subsidiaries.
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Water Supply
Water year 2024-25 (“WY2025”), which ended on September 30, 2025, started out with normal conditions but became increasingly drier as the water year has progressed. Water year 2025-26 (“WY2026”) began on October 1, 2025, with the State’s major reservoirs at the following capacities: Lake Oroville at 60% capacity, San Luis Reservoir at 78% capacity and Diamond Valley Lake at 95% capacity. In addition, the Northern Sierra and Central Sierra snowpacks peaked in April 2025, snowpack in the northern Sierra is at 118% of normal and in the southern Sierra is at 82% of normal. Statewide precipitation is currently at 32.6 inches which is 81% of the average for the 2025 water year.
The State Water Project (“SWP”) allocation for WY2025 was set at 50% as of April 29, 2025. The SWP allocation for WY2026 typically will be set in early December. Invasive Golden Mussels were detected in the SWP conveyance network in mid-2025 which may impact groundwater basin spreading operations that are critical water recharge facilities used to manage groundwater extractions in Southern California. These mussels can severely clog pipes and other water infrastructure. As such, the Los Angeles County Department of Public Works, which owns and operates key spreading facilities in the San Gabriel Basin have already placed a moratorium on allowing SWP into their spreading basins. Basin agencies are working on mitigation plans to address this impact to basin management.
The WY2026 has begun with drier conditions than in WY2025 and as of October 28, 2025, the U.S. Drought Monitor reported that 1.1% of California was in extreme drought with 9.6% identified as “severe drought” as compared to a year ago with 4.3% listed in “severe drought” and 12.3% listed in “moderate drought.” The southern third of the State is currently experiencing these dry conditions disproportionately as compared to the northern portion of the State with dry conditions progressively moving into the central portion of the State.
Prolonged drought conditions continue in the Colorado River System, which has experienced historically low reservoir levels in Lake Mead and Lake Powell since 2023. Lake Powell and Lake Mead are at 30% and 31 % capacity as of September 30, 2025, respectively, which is slightly lower as compared to a year ago. Projected 2026 inflow scenarios for the Colorado River at continued low flow levels are expected and a Level 1 Shortage Condition will continue into 2026 that will impose mandatory water reductions to the lower Colorado River States. Both Lake Powell and Lake Mead could reach critical elevations where power generation is limited which may result in increased upstream releases or large reductions in water diversions. Urgent action to reduce water demand on the lower river by 2 to 4 million acre feet annually has been requested by the US Bureau of Reclamation (the “Bureau”). On October 1, 2024, a multi-year agreement known as the “California Colorado River Contractor Forbearance Agreement for 2024-2026” was put in place by Imperial Irrigation District, Coachella Valley Water District, Metropolitan Water District of Southern California, Palo Verde Irrigation District and the City of Needles. This agreement commits to collective Colorado River water savings of 300,000 acre-feet annually with a three-year cap of 700,000 acre feet. Operational agreements on how the Colorado River is managed will expire in 2026. The Bureau is working with both the upper and lower states on a revised set of agreements and a consensus has not yet been reached. GSWC will continue to monitor developments related to the Colorado River System and assess its impact on GSWC.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Water Supply” section of Registrant’s Form 10-K for the year-ended December 31, 2024 filed with the SEC for a discussion of water supply issues. The discussion above focuses on significant matters and changes since December 31, 2024.
Other Climate Change Matters
Climate change is one area that we focus on as we develop and execute our business strategy and financial planning, both in the short- and long-term. The risks posed by climate variability increase the need for us to plan for and address supply resiliency. Climate change has also impacted electric utilities in California increasing wildfire risks and require the need to develop robust wildfire mitigation plans. We address these and other climate change risks by planning, assessing, mitigating, and investing in our infrastructure for the long-term benefit of our communities. See “Item 1. Business Overview” section of Registrant’s Form 10-K for the year ended December 31, 2024 filed with the SEC for a discussion of climate change planning, risks and opportunities.
Cybersecurity Matters
Cyberattacks represent a threat to water, wastewater and electric utility systems and thereby the safety and security of our communities. We continue to increase our investments in information and operational technology to monitor and address threats and attempted cyberattacks to improve our posture in addressing security vulnerabilities. See “Item 1A. Risk Factors” and “Item 1C. Cybersecurity” section of Registrant’s Form 10-K for the year-ended December 31, 2024 filed with the SEC for a discussion of cybersecurity matters.
New Accounting Pronouncements
Registrant is subject to newly issued requirements as well as changes in existing requirements issued by the Financial Accounting Standards Board. See Note 1 to the Financial Statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Registrant is exposed to certain market risks, including fluctuations in interest rates, commodity price risk primarily relating to changes in the market price of electricity at BVES, and other economic conditions. Market risk is the potential loss arising from adverse changes in prevailing market rates and prices.
The quantitative and qualitative disclosures about market risk are discussed in Item 7A-Quantitative and Qualitative Disclosures About Market Risk, contained in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.
There have been no material changes to our quantitative and qualitative disclosures about market risk from what was previously disclosed in Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Registrant has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), of the effectiveness, as of the end of the fiscal quarter covered by this report, of the design and operation of Registrant’s “disclosure controls and procedures” as defined in Rule 13a-15(e) and 15d-15(e) promulgated by the SEC under the Exchange Act. Based upon that evaluation, the CEO and the CFO concluded that Registrant’s disclosure controls and procedures, as of the end of such fiscal quarter, were adequate and effective to ensure that information required to be disclosed by Registrant in the reports that Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Registrant’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls over Financial Reporting
There has been no change in Registrant’s internal control over financial reporting during the quarter ended September 30, 2025, that has materially affected or is reasonably likely to materially affect Registrant’s internal control over financial reporting.
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PART II
Item 1. Legal Proceedings
Registrant is subject to ordinary routine litigation incidental to its business that may include claims for compensatory and punitive damages. No legal proceedings are pending that management believes to be material. Management believes that rate recovery, proper insurance coverage and reserves are in place to insure against, among other things, property, general liability, employment, and workers’ compensation claims incurred in the ordinary course of business. Insurance coverage may not cover certain claims involving punitive damages.
Item 1A. Risk Factors
There have been no significant changes in the risk factors disclosed in our 2024 Annual Report on Form 10-K filed with the SEC.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
The following table provides information about repurchases of Common Shares by AWR during the third quarter of 2025:
| 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) | ||||||||||||||||||||||
| July 1 - 31, 2025 | 312 | $ | 75.08 | — | — | |||||||||||||||||||||
| August 1 - 31, 2025 | 292 | $ | 75.16 | — | — | |||||||||||||||||||||
| September 1 - 30, 2025 | 3,947 | $ | 73.61 | — | — | |||||||||||||||||||||
| Total | 4,551 | (2) | $ | 73.81 | — | |||||||||||||||||||||
(1) None of the Common Shares were purchased pursuant to any publicly announced stock repurchase program.
(2) These Common Shares were acquired on the open market for employees pursuant to GSWC’s 401(k) plan and for participants in the Common Share Purchase and Dividend Reinvestment Plan.
(3) Neither the 401(k) plan nor the Common Share Purchase and Dividend Reinvestment Plan contain a maximum number of Common Shares that may be purchased in the open market.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosure
Not applicable
Item 5. Other Information
(a) On October 28, 2025, AWR’s Board of Directors approved a fourth quarter dividend of $0.5040 per share on AWR’s Common Shares. Dividends on the Common Shares will be paid on December 2, 2025 to shareholders of record at the close of business on November 14, 2025.
(b) There have been no material changes during the third quarter of 2025 to the procedures by which shareholders may nominate persons to the Board of Directors of AWR.
(c) During the quarter ended September 30, 2025, no officer or director adopted terminated
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| 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 | |||||||
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| 10.15 | Form of 2021 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed February 5, 2021 (2) | |||||||
| 10.16 | Form of 2024 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed March 15, 2024 (2) | |||||||
| 10.17 | 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) | |||||||
| 10.18 | Form of 2022 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed February 4, 2022 (2) | |||||||
| 10.19 | Form of 2023 Performance Award Agreement incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K filed February 10, 2023 (2) | |||||||
| 10.20 | 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) | |||||||
| 10.21 | 2024 Short-Term Incentive Program incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on March 29, 2024 (2) | |||||||
| 10.22 | Form of 2024 Short-Term Incentive Program Award Agreement incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on March 29, 2024 (2) | |||||||
| 10.23 | 2025 Short-Term Incentive Program incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on March 28, 2025 (2) | |||||||
| 10.24 | Form of Award Agreement for 2025 Short-Term Incentive Program incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on March 28, 2025 (2) | |||||||
| 10.25 | Form of 2025 Performance Award Agreement incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on March 14, 2025 (2) | |||||||
| 10.26 | Amendment No. 1 to Credit Agreement of Golden State Water Company dated June 28, 2023, incorporated by reference to Exhibit 10.26 of Registrant’s Form 10-Q filed on May 7, 2025 | |||||||
| 10.27 | Amendment No. 2 to Credit Agreement of American States Water Company dated June 28, 2023, incorporated by reference to Exhibit 10.27 of Registrant’s Form 10-Q filed on May 7, 2025 | |||||||
| 10.28 | Amendment No. 3 to Credit Agreement of American States Water Company dated June 28, 2023, incorporated by reference to Exhibit 10.28 of Registrant’s Form 10-Q filed on May 7, 2025 | |||||||
| 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) | |||||||
(1) Filed concurrently herewith
(2) Management contract or compensatory arrangement
(3) Furnished concurrently herewith
63
Table of Contents
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 thereunto duly authorized and as its principal financial officer.
| 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: | November 5, 2025 | ||||||||||
64
FAQ
How did AWR perform in Q3 2025?
Revenue was $182.7 million vs. $161.8 million, and net income was $41.2 million vs. $35.8 million. Diluted EPS was $1.06 vs. $0.95.
What were AWR’s year-to-date results through Q3 2025?
Year‑to‑date revenue was $493.8 million and net income was $101.7 million. Diluted EPS was $2.63.
What financing actions did AWR and subsidiaries take in 2025?
GSWC issued $100.0M unsecured notes (5.30% 2032; 5.65% 2037). BVES issued $50.0M notes due 2030. AWR raised $40.5M YTD via ATM.
What is the status of AWR’s ATM program?
In Q3, AWR sold 201,212 shares for $14.7M. Year‑to‑date, it sold 535,760 shares for $40.5M, with $68.0M capacity remaining.
How did credit facilities change for AWR and GSWC?
Both facilities now mature in June 2029; capacities are $195.0M (AWR) and $200.0M (GSWC).
What did the CPUC’s 2025–2027 decision change for GSWC?
It moved GSWC to M‑WRAM and ICBA. GSWC recorded a $2.6M retroactive under‑collection and had $12.8M pre‑2025 WRAM/MCBA under‑collections.
How many AWR shares were outstanding as of November 4, 2025?
38,714,426 common shares were outstanding.
Amer States Wtr Co
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2.87B
38.18M
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82.43%
1.53%
Utilities - Regulated Water
Water Supply
United States
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