Completion of Electric Utility Reorganization Plan

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Completion of Electric Utility Reorganization Plan

On July 1, 2020, GSWC completed the transfer of approximately $71.3 million in net assets and equity (based on their recorded amounts) from its electric utility division to BVESI in exchange for common shares of BVESI of equal value. This was a non-cash transaction, and no gain or loss was recognized. GSWC then immediately distributed all of BVESI's common shares to AWR, whereupon BVESI became wholly owned directly by AWR. The reorganization is not expected to result in any substantive changes to AWR's operations or business segments. In addition, pursuant to federal and state tax law, the exchange and distribution qualify as a tax-free reorganization; consequently, no income tax liability was triggered for the AWR consolidated group or any of its members.

The transfer between GSWC and BVESI, both wholly owned subsidiaries of AWR, is considered a common control transaction. Although the electric utility division was considered a separate business segment and component of GSWC, the transfer did not qualify as a discontinued operation based on management's assessment of the applicable accounting guidance. As a result of this transfer, from July 1, 2020 onward, operating results and cash flows of the electric segment, as well as its assets and liabilities, are no longer included in GSWC's financial statements, but continue to be included in AWR's consolidated financial statements. GSWC's statement of income for the nine months ended September 30, 2020 includes the electric segment's results through June 30, 2020.

The table below sets forth selected information relating to the electric segment's results of operations for the three months ended September 30, 2020 and 2019, and its cash flows for the three months ended September 30, 2020 (in thousands):


	Three months ended September 30,
	2020		2019 (1)
	(Subsidiary of AWR)		(Division of GSWC)
Electric revenues	$	8,288	$	11,996
Operating expenses	6,423		6,324
Operating income	$	1,865	$	5,672

Net income	$	1,308	$	3,779


	Three Months Ended September 30, 2020
	(Subsidiary of AWR)
Net cash provided from operating activities	$	603

Net cash used in investing activities	(3,039)

Net cash provided from financing activities (2)	2,999

Net change in cash and cash equivalents	563
Cash and cash equivalents, beginning of period	20
Cash and cash equivalents, end of period	$	583

(1) Operating income for the three months ended September 30, 2019 included the retroactive impact of the CPUC's August 2019 final decision on the electric general rate case, which totaled approximately $3.7 million for periods prior to the third quarter of 2019.

(2) Effective July 1, 2020, BVESI entered into a 3-year, $35 million revolving credit facility agreement with a bank and began borrowing under this facility. As of September 30, 2020, there was $3.0 million outstanding under the new facility. Under the terms of the credit agreement, BVESI has the option to request an increase in the facility by an additional $15 million.