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UNITED STATES
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, 2020
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 1-13883
CALIFORNIA WATER SERVICE GROUP
(Exact name of registrant as specified in its charter)
Delaware 77-0448994
(State or other jurisdiction (I.R.S. Employer identification No.)
of incorporation or organization)  
1720 North First Street
San Jose, California 95112
(Address of principal executive offices)
408-367-8200
(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 Act:
Title of Each Class:Trading Symbol(s)Name of Each Exchange on Which Registered:
Common Stock, $0.01 par value per shareCWTNew York Stock Exchange
Indicate by check mark whether the 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý  No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý  No o
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):
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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. o  

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes   No 
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common shares outstanding as of September 30, 2020 — 49,840,000
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PART I FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
The condensed consolidated financial statements presented in this filing on Form 10-Q have been prepared by management and are unaudited.
CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited (In thousands, except per share data)
 September 30,
2020
December 31,
2019
ASSETS
Utility plant:
Utility plant$3,835,194 $3,550,485 
Less accumulated depreciation and amortization(1,238,880)(1,144,115)
Net utility plant2,596,314 2,406,370 
Current assets:
Cash and cash equivalents113,312 42,653 
Receivables:
Customers, net53,397 32,058 
Regulatory balancing accounts54,415 38,225 
Other, net15,056 14,187 
Unbilled revenue, net46,247 34,879 
Materials and supplies at weighted average cost8,611 7,745 
Taxes, prepaid expenses, and other assets14,726 14,965 
Total current assets305,764 184,712 
Other assets:
Regulatory assets484,435 433,322 
Goodwill30,349 2,615 
Other assets89,572 84,289 
Total other assets604,356 520,226 
TOTAL ASSETS$3,506,434 $3,111,308 
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $0.01 par value; 68,000 shares authorized, 49,840 and 48,532 outstanding in 2020 and 2019, respectively
$498 $485 
Additional paid-in capital422,391 362,275 
Retained earnings467,303 417,146 
Total common stockholders’ equity890,192 779,906 
Long-term debt, net785,055 786,754 
Total capitalization1,675,247 1,566,660 
Current liabilities:
Current maturities of long-term debt, net21,883 21,868 
Short-term borrowings375,100 175,100 
Accounts payable127,158 108,463 
Regulatory balancing accounts11,003 4,462 
Accrued interest14,233 5,810 
Accrued expenses and other liabilities54,446 43,018 
Total current liabilities603,823 358,721 
Deferred income taxes245,456 222,590 
Pension and postretirement benefits other than pensions261,081 258,907 
Regulatory liabilities and other257,054 271,831 
Advances for construction196,853 191,062 
Contributions in aid of construction266,920 241,537 
Commitments and contingencies (Note 10)
TOTAL CAPITALIZATION AND LIABILITIES$3,506,434 $3,111,308 
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited (In thousands, except per share data)
For the three months endedSeptember 30,
2020
September 30,
2019
Operating revenue$304,108 $232,537 
Operating expenses:  
Operations:  
Water production costs85,344 80,568 
Administrative and general29,208 26,779 
Other operations29,746 24,550 
Maintenance7,129 7,065 
Depreciation and amortization24,699 22,273 
Income taxes13,804 12,194 
Property and other taxes8,116 7,541 
Total operating expenses198,046 180,970 
Net operating income106,062 51,567 
Other income and expenses:  
Non-regulated revenue3,934 4,118 
Non-regulated expenses(2,865)(4,351)
Other components of net periodic benefit cost(1,008)(1,857)
Allowance for equity funds used during construction973 1,868 
Income tax (expense) benefit on other income and expenses(245)330 
Net other income789 108 
Interest expense:  
Interest expense11,162 10,279 
Allowance for borrowed funds used during construction(671)(1,028)
Net interest expense10,491 9,251 
Net income$96,360 $42,424 
Earnings per share:
Basic$1.94 $0.88 
Diluted1.94 0.88 
Weighted average shares outstanding:  
Basic49,576 48,141 
Diluted49,576 48,141 
 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited (In thousands, except per share data)
For the nine months endedSeptember 30,
2020
September 30,
2019
Operating revenue$605,155 $537,679 
Operating expenses:  
Operations:  
Water production costs210,462 190,795 
Administrative and general85,827 81,310 
Other operations69,618 64,913 
Maintenance20,924 19,212 
Depreciation and amortization73,733 66,967 
Income taxes10,489 13,524 
Property and other taxes22,470 21,902 
Total operating expenses493,523 458,623 
Net operating income111,632 79,056 
Other income and expenses:  
Non-regulated revenue11,969 14,149 
Non-regulated expenses(11,811)(10,470)
Other components of net periodic benefit cost(3,770)(4,308)
Allowance for equity funds used during construction4,292 5,087 
Income taxes on other income and expenses(152)(985)
Net other income528 3,473 
Interest expense:  
Interest expense33,573 33,532 
Allowance for borrowed funds used during construction(2,747)(2,783)
Net interest expense30,826 30,749 
Net income$81,334 $51,780 
Earnings per share:  
Basic$1.66 $1.08 
Diluted1.66 1.08 
Weighted average shares outstanding:  
Basic49,034 48,121 
Diluted49,034 48,121 
 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (In thousands)
For the nine months endedSeptember 30,
2020
September 30,
2019
Operating activities:  
Net income$81,334 $51,780 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization75,550 68,522 
Change in value of life insurance contracts(621)(3,433)
Allowance for equity funds used during construction(4,292)(5,087)
Changes in operating assets and liabilities:  
Receivables and unbilled revenue(41,374)(29,436)
Accounts payable7,199 16,735 
Other current assets(536)(3,937)
Other current liabilities16,304 11,597 
Other changes in noncurrent assets and liabilities(36,900)21,602 
Net cash provided by operating activities96,664 128,343 
Investing activities:  
Utility plant expenditures(221,261)(194,942)
Purchase of life insurance contracts(2,335)(2,216)
Business acquisition, net of cash acquired(39,544) 
Net cash used in investing activities(263,140)(197,158)
Financing activities:  
Short-term borrowings270,000 210,000 
Repayment of short-term borrowings(70,000)(120,000)
Issuance of long-term debt, net of expenses of $1,569 for 2019
 398,431 
Repayment of long-term debt(1,535)(401,630)
Advances and contributions in aid of construction19,862 21,266 
Refunds of advances for construction(7,017)(5,560)
Repurchase of common stock(1,578)(2,355)
Issuance of common stock58,573 1,278 
Dividends paid(31,177)(28,507)
Net cash provided by financing activities237,128 72,923 
Change in cash, cash equivalents, and restricted cash70,652 4,108 
Cash, cash equivalents, and restricted cash at beginning of period43,298 47,715 
Cash, cash equivalents, and restricted cash at end of period$113,950 $51,823 
Supplemental information:  
Cash paid for interest (net of amounts capitalized)$21,862 $22,060 
Supplemental disclosure of non-cash activities:  
Accrued payables for investments in utility plant$47,015 $31,676 
Utility plant contribution by developers$22,762 $23,955 
 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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CALIFORNIA WATER SERVICE GROUP
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2020
Dollar amounts in thousands unless otherwise stated
Note 1. Organization and Operations and Basis of Presentation
 
California Water Service Group (the Company) is a holding company that provides water utility and other related services in California, Washington, New Mexico and Hawaii through its wholly-owned subsidiaries. California Water Service Company (Cal Water), Washington Water Service Company (Washington Water), New Mexico Water Service Company (New Mexico Water), and Hawaii Water Service Company, Inc. (Hawaii Water) provide regulated utility services under the rules and regulations of their respective state’s regulatory commissions (jointly referred to herein as the Commissions). CWS Utility Services and HWS Utility Services LLC provide non-regulated water utility and utility-related services.
 
The Company operates in one reportable segment, providing water and related utility services.
 
Basis of Presentation
 
The unaudited condensed consolidated interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on February 27, 2020.
 
The preparation of the Company’s unaudited condensed consolidated interim financial statements in accordance with GAAP 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 balance sheet dates and the reported amounts of revenues and expenses for the periods presented. These include, but are not limited to, estimates and assumptions used in determining the Company’s regulatory asset and liability balances based upon probability assessments of regulatory recovery, revenues earned but not yet billed, asset retirement obligations, allowance for credit losses, pension and other employee benefit plan liabilities, and income tax-related assets and liabilities. Actual results could differ from these estimates.
 
In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring transactions that are necessary to provide a fair presentation of the results for the periods covered.
Due to the seasonal nature of the water business, the results for interim periods are not indicative of the results for a 12-month period. Revenue and income are generally higher in the warm, dry summer months when water usage and sales are greater. Revenue and income are generally lower in the winter months when cooler temperatures and rainfall curtail water usage and sales.
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Note 2. Summary of Significant Accounting Policies
Operating revenue
The following tables disaggregate the Company’s operating revenue by source for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30
20202019
Revenue from contracts with customers$222,474 $214,963 
Regulatory balancing account revenue (a)81,634 17,574 
Total operating revenue$304,108 $232,537 
Nine Months Ended September 30
20202019
Revenue from contracts with customers$529,804 $499,840 
Regulatory balancing account revenue (a)75,351 37,839 
Total operating revenue$605,155 $537,679 
(a) The adjustments for the Company’s Water Revenue Adjustment Mechanism (WRAM), Modified Cost Balancing Account (MCBA), Pension Cost Balancing Account (PCBA), and Health Cost Balancing Account (HCBA) for the first six months ended June 30, 2020 were recorded in the three months ended September 30, 2020 as the Company received a proposed decision for its 2018 General Rate Case for Cal Water (2018 GRC) in October of 2020. The Company also recorded an adjustment for its interim rate memorandum account (IRMA) where it was authorized to track the effect of the delay in the resolution of the 2018 GRC on customer billings.
Revenue from contracts with customers
The Company principally generates operating revenue from contracts with customers by providing regulated water and wastewater services at tariff-rates authorized by the Commissions in the states in which they operate and non-regulated water and wastewater services at rates authorized by contracts with government agencies. Revenue from contracts with customers reflects amounts billed for the volume of consumption at authorized per unit rates, for a service charge, and for other authorized charges.
The Company satisfies its performance obligation to provide water and wastewater services over time as services are rendered. The Company applies the invoice practical expedient and recognizes revenue from contracts with customers in the amount for which the Company has a right to invoice. The Company has a right to invoice for the volume of consumption, for the service charge, and for other authorized charges.
The measurement of sales to customers is generally based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each month, the Company estimates consumption since the date of the last meter reading and a corresponding unbilled revenue is recognized. The estimate is based upon the number of unbilled days that month and the average daily customer billing rate from the previous month (which fluctuates based upon customer usage).
Contract terms are generally short-term and at will by customers and, as a result, no separate financing component is recognized for the Company's collections from customers, which generally require payment within 30 days of billing. The Company applies judgment, based principally on historical payment experience, in estimating its customers’ ability to pay.
Certain customers are not billed for volumetric consumption, but are instead billed a flat rate at the beginning of each monthly service period. The amount billed is initially deferred and subsequently recognized over the monthly service period, as the performance obligation is satisfied. The deferred revenue balance or contract liability, which is included in "accrued expenses and other liabilities" on the condensed consolidated balance sheets, is inconsequential.




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In the following tables, revenue from contracts with customers is disaggregated by class of customers for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30
20202019
Residential$151,938 $139,137 
Business36,951 38,247 
Industrial7,496 9,077 
Public authorities12,862 12,482 
Other (a)13,227 16,020 
Total revenue from contracts with customers$222,474 $214,963 
Nine Months Ended September 30
20202019
Residential$360,935 $330,745 
Business93,175 95,433 
Industrial21,996 23,866 
Public authorities26,470 24,566 
Other (a)27,228 25,230 
Total revenue from contracts with customers$529,804 $499,840 
(a) Other includes the accrued unbilled revenue.
Regulatory balancing account revenue
The Company’s ability to recover revenue requirements authorized by the California Public Utilities Commission (CPUC) in its triennial general rate case (GRC) is decoupled from the volume of the sales. Regulatory balancing account revenue is revenue related to rate mechanisms authorized in California by the CPUC, which allow the Company to recover the authorized revenue and are not considered contracts with customers. These mechanisms include the following:
The WRAM allows the Company to recognize the adopted level of volumetric revenues. The variance between adopted volumetric revenues and actual billed volumetric revenues for metered accounts is recorded as regulatory balancing account revenue.
Cost-recovery rates, such as the MCBA, Conservation Expense Balancing Account (CEBA), PCBA, and HCBA, generally provide for recovery of the adopted levels of expenses for purchased water, purchased power, pump taxes, water conservation program costs, pension, and health care. Variances between adopted and actual costs are recorded as regulatory balancing account revenue.
Due to the delay in the resolution of the 2018 GRC, the CPUC authorized Cal Water to track the effect of the delay on customer billings in IRMA effective January 1, 2020. Variances between actual customer billings and those that would have been billed assuming the GRC had been effective January 1, 2020 are recorded as regulatory balancing account revenue. In the third quarter of 2020, Cal Water determined that the IRMA met regulatory asset recognition criteria under accounting standards for regulated utilities.
Each district's WRAM and MCBA regulatory assets and liabilities are allowed to be netted against one another. The Company recognizes regulatory balancing account revenues that have been authorized for rate recovery, are objectively determinable and probable of recovery, and are expected to be collected within 24 months. To the extent that regulatory balancing account revenue is estimated to be collectible beyond 24 months, recognition is deferred.





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Non-regulated Revenue
The following tables disaggregate the Company’s non-regulated revenue by source for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30
20202019
Operating and maintenance revenue$2,680 $2,929 
Other non-regulated revenue625 626 
Non-regulated revenue from contracts with customers$3,305 $3,555 
Lease revenue$629 $563 
Total non-regulated revenue$3,934 $4,118 
Nine Months Ended September 30
20202019
Operating and maintenance revenue$7,969 $9,248 
Other non-regulated revenue2,223 3,189 
Non-regulated revenue from contracts with customers$10,192 $12,437 
Lease revenue$1,777 $1,712 
Total non-regulated revenue$11,969 $14,149 
Operating and maintenance services are provided for non-regulated water and wastewater systems owned by private companies and municipalities. The Company negotiates formal agreements with the customers, under which they provide operating, maintenance and customer billing services related to the customers’ water system. The formal agreements outline the fee schedule for the services provided. The agreements typically call for a fee-per-service or a flat-rate amount per month. The Company satisfies its performance obligation of providing operating and maintenance services over time as services are rendered; as a result, the Company employs the invoice practical expedient and recognizes revenue in the amount that it has the right to invoice. Contract terms are generally short-term and, as a result, no separate financing component is recognized for its collections from customers, which generally require payment within 30 days of billing.
Other non-regulated revenue primarily relates to services for the design and installation of water mains and other water infrastructure for customers outside the regulated service areas and insurance program administration.
Lease revenue is not considered revenue from contracts with customers and is recognized following operating lease standards. The Company is the lessor in operating lease agreements with telecommunications companies under which cellular phone antennas are placed on the Company's property.
Allowance for credit losses
The Company measures expected credit losses for Customer Receivables, Other Receivables, and Unbilled Revenue on an aggregated level. These receivables are generally trade receivables due in one year or less or expected to be billed and collected in one year or less. The expected credit losses for Other Receivables and Unbilled Revenue are inconsequential. Customer receivables include receivables for water and wastewater services provided to residential customers, business, industrial, public authorities, and other customers. The overall risks related to the Company’s receivables are low as water and wastewater services are seen as essential services. The estimate for the allowance for credit losses is based on a historical loss ratio, in conjunction with a qualitative assessment of elements that impact the collectability of receivables to determine if the allowance for credit losses should be further adjusted in accordance with the accounting guidance for credit losses. Management contemplates available current information such as changes in economic factors, regulatory matters, industry trends, payment options and programs available to customers, and the methods that the Company is able to utilize to ensure payment.






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During the third quarter of 2020, the Company reviewed its allowance for credit losses utilizing a quantitative assessment, which included trend analysis of customer billing and collection, aging by customer class, and unemployment rates since the outbreak of COVID-19 in the first quarter of 2020. The Company also utilized a qualitative assessment, which considered the future collectability on customer outstanding balances, management's estimate of the cash recovery, and a general assessment of the economic conditions of the locations the Company serves due to the outbreak of COVID-19. The Company is complying with the CPUC requirements to suspend customer disconnections for non-payment and ceased agency collection activities, and anticipates this situation will continue until April 1, 2021. Based on the above assessments, the Company expects an increase in customer receivable write-offs as compared to historical experiences and adjusted its allowance for credit losses, accordingly.
The following table presents the activity in the allowance for credit losses for the period ended September 30, 2020:
Allowance for credit lossesAs of September 30, 2020
Beginning balance771 
Provision for credit loss expense2,895 
Write-offs(1,317)
Recoveries396 
Total ending allowance balance$2,745 
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown on the Condensed Consolidated Statements of Cash Flows:
 September 30, 2020December 31, 2019
Cash and cash equivalents113,312 42,653 
Restricted cash (included in "taxes, prepaid expenses and other assets")638 645 
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows$113,950 $43,298 
Adoption of New Accounting Standards
In June of 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changed the impairment model for certain financial assets that have a contractual right to receive cash, including trade and loan receivables. The new model required recognition based upon an estimation of expected credit losses rather than recognition of losses when it is probable that they have been incurred. ASU 2016-13 was effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted the standard utilizing the modified retrospective method for its trade receivables and unbilled revenue on January 1, 2020. Based on the composition of the Company’s trade receivables and unbilled revenue, and expected future losses, the adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.
In January of 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the second step of the goodwill impairment test that required a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, a goodwill impairment loss will be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 was effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted for any impairment test performed on testing dates after January 1, 2017. The Company adopted the standard on January 1, 2020 and the adoption of the standard did not have a material impact on its consolidated financial statements.
In August of 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure for Fair Value Measurement, which modified the disclosure requirements on fair value measurements. The modifications in this update eliminated, amended, and added disclosure requirements for fair value measurements. ASU 2018-13 was effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted the standard in part prospectively and in part retrospectively, in accordance with the requirements of ASU 2018-13, on January 1, 2020. Since the Company does not have level 3 fair value measurements or transfers between level 1 and level 2 fair value measurements, the adoption of the standard did not have a material impact on its footnote disclosures.
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Note 3. Stock-based Compensation
Equity Incentive Plan
The following table lists the number of Restricted Stock Awards (RSAs) granted and canceled during the three and nine months ended September 30, 2020 and 2019:
 Three Months Ended September 30Nine Months Ended September 30
 2020201920202019
RSAs granted  39,915 36,183 
RSAs canceled2,153 2,739 9,338 14,394 
During the first nine months of 2020 and 2019, the RSAs granted were valued at $51.41 and $52.83 per share, respectively, based upon the fair value of the Company’s common stock on the date of grant. RSAs granted to officers vest over 36 months with the first year cliff vesting. RSAs granted to directors generally cliff vest at the end of 12 months.
The following table lists the number of performance-based Restricted Stock Unit Awards (RSUs) granted, issued, and canceled during the three and nine months ended September 30, 2020 and 2019:
 Three Months Ended September 30Nine Months Ended September 30
 2020201920202019
RSUs granted  32,720 26,473 
RSUs issued  41,731 62,726 
RSUs canceled  22,936 31,177 
Each RSU award reflects a target number of shares that may be issued to the award recipient. The 2020 and 2019 RSUs granted may be issued upon completion of the three-year performance period and are recognized as expense ratably over the period using a fair value of $51.41 per share and $52.83 per share, respectively, and an estimate of RSUs earned during the period.
The Company has recorded compensation costs for the RSAs and RSUs in administrative and general operating expenses in the amount of $1.8 million and $1.4 million for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, the Company has recorded compensation costs for the RSAs and RSUs in the amount of $3.1 million and $5.3 million, respectively.
Note 4. Equity
The Company sold 432,420 shares of common stock through its at-the-market equity program and raised proceeds of $20.1 million net of $0.2 million in commissions paid under the equity distribution agreement during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company sold 1,225,572 shares of common stock through its at-the-market equity program and raised proceeds of $57.3 million net of $0.6 million in commissions paid under the equity distribution agreement.









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The Company’s changes in total common stockholders’ equity for the nine months ended September 30, 2020 and 2019 were as follows:
Nine months ended September 30, 2020
 Common StockAdditional
Paid-in
Capital
Retained
Earnings
Total
Stockholders'
Equity
 SharesAmount
 (In thousands)
Balance at January 1, 202048,532 $485 $362,275 $417,146 $779,906 
Net loss(20,307)(20,307)
Issuance of common stock210 2 7,227 7,229 
Repurchase of common stock(28)— (1,373)(1,373)
Dividends paid on common stock ($0.2125 per share)
(10,315)(10,315)
Balance at March 31, 202048,714 487 368,129 386,524 755,140 
Net income5,281 5,281 
Issuance of common stock686 7 32,056 32,063 
Repurchase of common stock(2)— (105)(105)
Dividends paid on common stock ($0.2125 per share)
(10,356)(10,356)
Balance at June 30, 202049,398 494 400,080 381,449 782,023 
Net income96,360 96,360 
Issuance of common stock444 4 22,410 22,414 
Repurchase of common stock(2)— (99)(99)
Dividends paid on common stock ($0.2125 per share)
(10,506)(10,506)
Balance at September 30, 202049,840 498 422,391 467,303 890,192 
Nine months ended September 30, 2019
 Common StockAdditional
Paid-in
Capital
Retained
Earnings
Total
Stockholders'
Equity
 SharesAmount
 (In thousands)
Balance at January 1, 201948,065 $481 $337,623 $392,053 $730,157 
Net loss(7,640)(7,640)
Issuance of common stock109 — 3,179 3,179 
Repurchase of common stock(40)— (2,074)(2,074)
Dividends paid on common stock ($0.1975 per share)
(9,493)(9,493)
Balance at March 31, 201948,134 481 338,728 374,920 714,129 
Net income16,996 16,996 
Issuance of common stock8 — 1,675 1,675 
Repurchase of common stock(2)— (129)(129)
Dividends paid on common stock ($0.1975 per share)
(9,507)(9,507)
Balance at June 30, 201948,140 481 340,274 382,409 723,164 
Net income42,424 42,424 
Issuance of common stock9 — 1,866 — 1,866 
Repurchase of common stock(4)— (152)— (152)
Dividends paid on common stock ($0.1975 per share)
(9,507)(9,507)
Balance at September 30, 201948,145 481 341,988 415,326 757,795 
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Note 5. Earnings Per Share
The computations of basic and diluted earnings per share are noted in the table below. Basic earnings per share are computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period. RSAs are included in the weighted average common shares outstanding because the shares have all the same voting and dividend rights as issued and unrestricted common stock. RSUs are not included in diluted shares for financial reporting until authorized by the Organization & Compensation Committee of the Board of Directors.
 Three Months Ended September 30
 20202019
(In thousands, except per share data)
Net income available to common stockholders$96,360 $42,424 
Weighted average common shares outstanding, basic49,576 48,141 
Weighted average common shares outstanding, dilutive49,576 48,141 
Earnings per share - basic$1.94 $0.88 
Earnings per share - diluted$1.94 $0.88 
 Nine Months Ended September 30
 20202019
(In thousands, except per share data)
Net income available to common stockholders$81,334 $51,780 
Weighted average common shares outstanding, basic49,034 48,121 
Weighted average common shares outstanding, dilutive49,034 48,121 
Earnings per share - basic$1.66 $1.08 
Earnings per share - diluted$1.66 $1.08 
Note 6. Pension Plan and Other Postretirement Benefits
The Company provides a qualified, defined-benefit, non-contributory pension plan for substantially all employees. The Company makes annual contributions to fund the amounts accrued for in the qualified pension plan. The Company also maintains an unfunded, non-qualified, supplemental executive retirement plan. The costs of the plans are charged to expense or are capitalized in utility plant as appropriate.
 
The Company offers medical, dental, vision, and life insurance benefits for retirees and their spouses and dependents. Participants are required to pay a premium, which offsets a portion of the cost.
 
Cash contributions made by the Company to the pension plans were $25.8 million and $12.5 million for the nine months ended September 30, 2020 and 2019, respectively. Cash contributions made by the Company to the other postretirement benefit plans were $5.7 million and $5.6 million for the nine months ended September 30, 2020 and 2019, respectively. The total 2020 estimated cash contribution to the pension plans and other postretirement benefits plans are expected to be approximately $38.0 million and $7.5 million, respectively.














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The following tables list components of net periodic benefit costs for the pension plans and other postretirement benefits. The data listed under “pension plan” includes the qualified pension plan and the non-qualified supplemental executive retirement plan. The data listed under “other benefits” is for all other postretirement benefits.
 
 Three Months Ended September 30
 Pension PlanOther Benefits
 2020201920202019
Service cost$9,378 $6,910 $1,746 $2,082 
Interest cost6,440 6,941 808 1,407 
Expected return on plan assets(8,284)(7,581)(1,804)(1,475)
Amortization of prior service cost1,058 1,262 50 49 
Recognized net actuarial loss3,208 1,821 (27)214 
Net periodic benefit cost$11,800 $9,353 $773 $2,277 
 Nine Months Ended September 30
 Pension PlanOther Benefits
 2020201920202019
Service cost$27,002 $20,039 $5,959 $5,606 
Interest cost19,306 20,225 3,229 4,081 
Expected return on plan assets(24,815)(22,714)(5,427)(4,346)
Amortization of prior service cost3,172 3,786 148 148 
Recognized net actuarial loss9,599 4,445  421 
Net periodic benefit cost$34,264 $25,781 $3,909 $5,910 
Service cost portion of the pension plan and other postretirement benefits is recognized in "administrative and general" expenses within the Condensed Consolidated Statements of Income. Other components of net periodic benefit costs include interest costs, expected return on plan assets, amortization of prior service costs, and recognized net actuarial loss and are reported together as "other components of net periodic benefit cost" within the Condensed Consolidated Statements of Income.
Note 7. Short-term and Long-term Borrowings
On March 29, 2019, the Company and Cal Water entered into certain syndicated credit agreements, which provide for unsecured revolving credit facilities of up to an initial aggregate amount of $550.0 million for a term of five years. The Company and subsidiaries that it designates may borrow up to $150.0 million under the Company’s revolving credit facility. Cal Water may borrow up to $400.0 million under its revolving credit facility. Additionally, the credit facilities may be increased by up to an incremental $150.0 million under the Cal Water facility and $50.0 million under the Company facility, subject in each case to certain conditions.
The revolving credit facilities contain affirmative and negative covenants and events of default customary for credit facilities of this type including, among other things, limitations and prohibitions relating to additional indebtedness, liens, mergers, and asset sales. Also, these unsecured credit agreements contain financial covenants governing the Company and its subsidiaries' consolidated total capitalization ratio and interest coverage ratio.
The outstanding borrowings on the Company line of credit were $105.1 million and $55.1 million as of September 30, 2020 and December 31, 2019, respectively. There were $270.0 million and $120.0 million of borrowings on the Cal Water line of credit as of September 30, 2020 and December 31, 2019, respectively. The average borrowing rate for borrowings on the Company and Cal Water lines of credit during the nine months ended September 30, 2020 was 1.74% compared to 3.38% for the same period last year.
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Note 8. Income Taxes
The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The Company also records the tax effect of unusual or infrequently occurring discrete items.
The provision for income taxes is shown in the tables below:
 Three Months Ended September 30
 20202019
Income tax expense$14,049 $11,864 
 Nine Months Ended September 30
 20202019
Income tax expense $10,641 $14,509 
The income tax expense increased $2.1 million to $14.0 million for the three months ended September 30, 2020 as compared to $11.9 million for the three months ended September 30, 2019. The increase was mainly due to an increase in operating income, partially offset by tax repair benefit and amortization of excess deferred income tax as a result of the Tax Cuts and Jobs Acts (TCJA) in the 2018 GRC proposed decision.

The income tax expense decreased $3.9 million to $10.6 million for the nine months ended September 30, 2020 as compared to income tax expense of $14.5 million for the nine months ended September 30, 2019. The decrease was mainly due to tax repair benefit and amortization of excess deferred income tax as a result of TCJA in the 2018 GRC proposed decision.

The Company’s effective tax rate was 11.6% and 21.9% for the nine months ended September 30, 2020, and 2019, respectively. The lower effective rate for the nine months ended September 30, 2020, was primarily due to the amortization of the excess deferred taxes as a result of the TCJA in the proposed decision for the 2018 GRC.

The US federal income tax rate was lowered by TCJA to 21% in 2018 from 35% in 2017. For the year ended December 31, 2018, the Company recorded a re-measurement of its deferred tax balances. The final impact may differ from the recorded amounts, possibly materially, due to regulatory decisions that could differ from the Company’s determination of how the impacts of the TCJA are allocated between customers and shareholders. In addition, changes in interpretations, guidance on legislative intent, and any changes in accounting standards for income taxes in response to the TCJA could also impact the recorded amounts.

The Company is continuing to work with state regulators to finalize the excess deferred tax to ensure compliance with federal normalization rules and will record any adjustments based on state regulator's decisions.
The Company had unrecognized tax benefits of approximately $12.9 million and $10.6 million as of September 30, 2020 and 2019, respectively. Included in the balance of unrecognized tax benefits, is approximately $3.5 million and $3.1 million, respectively, of tax benefits that, if recognized, would result in an adjustment to the Company’s effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly within the next 12 months.
During the nine months ended September 30, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferral of certain payroll taxes, technical  corrections to tax depreciation methods for qualified  improvement  property, net operating loss carryback periods, alternative minimum tax credit refunds and modifications to the net interest deduction limitations which are not expected to have a material impact to the Company’s consolidated financial statements. The Company evaluated the provisions of the CARES Act and determined that it did not have a material effect on the Company's consolidated financial statements as of September 30, 2020.
Note 9. Regulatory Assets and Liabilities
The CPUC follows a rate case plan which requires Cal Water to file a GRC for each of its regulated operating districts every three years. In a GRC proceeding, the CPUC not only considers the utility's rate setting requests, but may also consider other issues that affect the utility's rates and operations. The CPUC is generally required to issue its GRC decision prior to the first day of the test year or authorize interim rates. In accordance with the rate case plan, Cal Water filed its 2018 GRC application in July of 2018 requesting rate changes effective January 1, 2020. On October 8, 2019, Cal Water jointly filed a formal settlement agreement for its 2018 GRC with the Public Advocates Office of the CPUC covering the
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majority of open matters in the case. The key matters not included in the settlement, and which were litigated, were continuation of the WRAM, MCBA, PCBA, and HCBA. On October 14, 2020, an Administrative Law Judge (ALJ) with the CPUC issued a proposed decision that is subject to adoption by the CPUC no earlier than the CPUC’s November 19, 2020 meeting. If adopted as proposed, the decision would approve the settlement reached in October of 2019 by Cal Water and the CPUC’s Public Advocates Office, allow Cal Water to continue its decoupling balancing accounts through 2022, and allow Cal Water to retain its PCBA and HCBA. Under this proposed decision, Cal Water would be authorized to invest $828.0 million in its districts throughout California through 2021. This includes $148 million of water system infrastructure upgrades that would be recovered via the CPUC’s advice letter procedure once those projects are completed. The proposed decision also authorizes total revenue of up to $698.7 million for 2020.
The Company determined that the proposed decision provides additional evidence about conditions that existed as of September 30, 2020. As of November 6, 2020, the Company believes it is probable the proposed decision will be adopted by the CPUC without any material variation and accordingly, the Company recorded regulatory assets and associated revenues resulting from the regulatory mechanisms approved in the proposed decision as of September 30, 2020. In the unlikely event that the CPUC does not approve the proposed decision as issued, the Company will need to adjust regulatory asset balances and revenues in the fourth quarter of 2020.
Regulatory assets and liabilities were comprised of the following as of September 30, 2020 and December 31, 2019:
 Recovery PeriodSeptember 30, 2020December 31, 2019
Regulatory Assets  
Pension and retiree group healthIndefinitely$207,828 $208,321 
Property-related temporary differences (tax benefits flowed through to customers)Indefinitely107,962 104,931 
Other accrued benefitsIndefinitely21,434 20,030 
Net WRAM and MCBA long-term accounts receivable
1 - 2 years
40,036 25,465 
Asset retirement obligations, netIndefinitely21,018 19,567 
Interim rates long-term accounts receivable1 year21,672 4,642 
Tank coating10 years14,209 13,535 
Recoverable property losses10 years4,775 5,000 
PCBA1 year32,819 21,465 
Other components of net periodic benefit costIndefinitely6,316 5,145 
Other regulatory assetsVarious6,366 5,221 
Total Regulatory Assets$484,435 $433,322 
Regulatory Liabilities  
Future tax benefits due to customers$173,048 $194,501 
HCBA7,407 4,271 
CEBA2,926 2,742 
Net WRAM and MCBA long-term payable374 211 
Tax accounting memorandum account711 806 
Cost of capital memorandum account15 151 
1,2,3 trichloropropane (TCP) settlement proceeds9,084 8,426 
Other regulatory liabilities374 305 
Total Regulatory Liabilities$193,939 $211,413 
Short-term regulatory assets and liabilities are excluded from the above table.
The short-term regulatory assets were $54.4 million as of September 30, 2020 and $38.2 million as of December 31, 2019. As of September 30, 2020, the short-term regulatory assets primarily consist of net WRAM and MCBA receivables and IRMA receivables. As of December 31, 2019, the short-term regulatory assets primarily consist of net WRAM and MCBA receivables.
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The short-term portions of regulatory liabilities were $11.0 million as of September 30, 2020 and $4.5 million as of December 31, 2019. The short-term regulatory liabilities as of September 30, 2020, primarily consist of 2015 GRC CEBA refunds and TCJA customer refunds. As of December 31, 2019, the short-term regulatory liabilities primarily consist of TCP settlement proceeds, tax accounting memorandum account refunds, and cost of capital memorandum account refunds.
Note 10. Commitments and Contingencies
Commitments
The Company has significant commitments to purchase water from water wholesalers. The Company also has operating and finance leases for water systems, offices, land easements, licenses, equipment, and other facilities. These commitments and leases are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. 

As of September 30, 2020, there were no significant changes in these commitments from December 31, 2019.
Contingencies
Groundwater Contamination
The Company has undertaken litigation against third parties to recover past and anticipated costs related to groundwater contamination in our service areas. The cost of litigation is expensed as incurred and any settlement is first offset against such costs. The CPUC’s general policy requires all proceeds from groundwater contamination litigation to be used first to pay transactional expenses, then to make customers whole for water treatment costs to comply with the CPUC’s water quality standards. The CPUC allows for a risk-based consideration of contamination proceeds which exceed the costs of the remediation described above and may result in some sharing of proceeds with the shareholder, determined on a case by case basis. The CPUC has authorized various memorandum accounts that allow the Company to track significant litigation costs and to request recovery of these costs in future filings.
Other Legal Matters
From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. The status of each significant matter is reviewed and assessed for potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount of the range of loss can be estimated, a liability is accrued for the estimated loss in accordance with the accounting standards for contingencies. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. While the outcome of these disputes and litigation matters cannot be predicted with any certainty, management does not believe when taking into account existing reserves the ultimate resolution of these matters will materially affect the Company’s financial position, results of operations, or cash flows. As of September 30, 2020 and December 31, 2019, the Company recognized a liability of $2.4 million and $2.5 million, respectively, for known legal matters. The cost of litigation is expensed as incurred and any settlement is first offset against such costs. Any settlement in excess of the cost to litigate is accounted for on a case by case basis, dependent on the nature of the settlement.
Note 11. Fair Value of Financial Assets and Liabilities
The accounting guidance for fair value measurements and disclosures provides a single definition of fair value and requires certain disclosures about assets and liabilities measured at fair value. A hierarchical framework for disclosing the observability of the inputs utilized in measuring assets and liabilities at fair value is established by this guidance. The three levels in the hierarchy are as follows:
 
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
 
Level 2 - Inputs to the valuation methodology include:
Quoted market prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability; and
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
Specific valuation methods include the following:
 
Accounts receivable and accounts payable carrying amounts approximated the fair value because of the short-term maturity of the instruments.
 
Long-term debt fair values were estimated using the published quoted market price of similar securities, if available, or the discounted cash flow analysis, based on the current rates available using a risk-free rate (a U.S. Treasury securities yield curve) plus a risk premium of 1.83%.
Advances for construction fair values were estimated using broker quotes from companies that frequently purchase these investments.
 September 30, 2020
  Fair Value
 CostLevel 1Level 2Level 3Total
Long-term debt, including current maturities, net$806,938  $991,973  $991,973 
Advances for construction196,853  82,150  82,150 
Total$1,003,791 $ $1,074,123 $ $1,074,123 
 
 December 31, 2019
  Fair Value
 CostLevel 1Level 2Level 3Total
Long-term debt, including current maturities, net$808,622 $ $873,454 $ $873,454 
Advances for construction191,062  79,550  79,550 
Total$999,684  $953,004 $ $953,004 
Note 12. Condensed Consolidating Financial Statements
On November 17, 2010, Cal Water issued $100.0 million aggregate principal amount of 5.50% First Mortgage Bonds due 2040, all of which is fully and unconditionally guaranteed by the Company. As a result of this guarantee arrangement, the Company is required to present the following condensed consolidating financial information. The investments in affiliates are accounted for and presented using the “equity method” of accounting.
The following tables present the Condensed Consolidating Balance Sheets as of September 30, 2020 and December 31, 2019, the Condensed Consolidating Statements of Income for the three and nine months ended September 30, 2020 and 2019, and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 of (i) California Water Service Group, the guarantor of the First Mortgage Bonds and the parent company; (ii) California Water Service Company, the issuer of the First Mortgage Bonds and a 100% owned consolidated subsidiary of California Water Service Group; and (iii) the other 100% owned non-guarantor consolidated subsidiaries of California Water Service Group. No other subsidiary of the Company guarantees the securities.
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CALIFORNIA WATER SERVICE GROUP
CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2020
(In thousands)
 
 Parent
Company
Cal WaterAll Other
Subsidiaries
Consolidating
Adjustments
Consolidated
ASSETS     
Utility plant:     
Utility plant$1,318 $3,559,329 $281,744 $(7,197)$3,835,194 
Less accumulated depreciation and amortization(1,177)(