UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________ 
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20192020
Commission file number 1-8966
SJW GROUP
(Exact name of registrant as specified in its charter)
 
Delaware 77-0066628
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
110 West Taylor Street,San Jose,CA 95110
(Address of principal executive offices) (Zip Code)
(408) 279-7800
(Registrant’s telephone number, including area code)
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,Stock, par value $0.001 per share SJW New York Stock Exchange LLC
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    No  
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      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 definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer                  Non-accelerated filer      
Accelerated filer                  Smaller reporting company  
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    No  x
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 22, 2019,August 4, 2020, there were 28,442,13928,532,903 shares of the registrant’s Common Stock outstanding.
 




FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Group and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Group and its subsidiaries and the industries in which SJW Group and its subsidiaries operate and the beliefs and assumptions of the management of SJW Group. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.
The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors:
the effect of water, utility, environmental and other governmental policies and regulations, including actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures and other decisions;
changes in demand for water and other services;
the impact of the Coronavirus (“COVID-19”) pandemic on our business operation and financial results;
unanticipated weather conditions and changes in seasonality;
climate change and the effects thereof;
the risk that the benefits expected from the merger of SJW Group and Connecticut Water Service, Inc. (the “Merger”) will not be realized;
the risk that the integration of Connecticut Water Service, Inc. will be more difficult, time-consuming or expensive than anticipated;
the outcome of the California Public Utilities Commission’s investigation into the Merger;
unexpected costs, charges or expenses resulting from the Merger or otherwise;
our ability to successfully evaluate investments in new business and growth initiatives;
the risk of work stoppages, strikes and other labor-related actions;
catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, or other similar occurrences;
changes in general economic, political, business and financial market conditions;
the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness and general stock and debt market conditions; and
legislative and general market and economic developments.
Results for a quarter are not indicative of results for a full year due to seasonality and other factors. In addition, actual results are subject to other risks and uncertainties that relate more broadly to our overall business, including those more fully described in our filings with the SEC, including our most recent reports on Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements are not guarantees of performance, and speak only as of the date made, and we undertake no obligation to update or revise any forward-looking statements except as required by law.





PART I. FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS

SJW Group and SubsidiariesGROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share data)
 
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2019 2018 2019 20182020 2019 2020 2019
REVENUE$102,965
 99,086
 $180,647
 174,128
$147,209
 102,965
 $262,963
 180,647
OPERATING EXPENSE:              
Production Expenses:              
Purchased water26,381
 23,712
 40,043
 39,128
25,889
 26,381
 41,823
 40,043
Power1,493
 1,624
 2,653
 2,892
3,426
 1,493
 6,151
 2,653
Groundwater extraction charges9,100
 9,919
 15,963
 19,451
18,583
 9,100
 33,611
 15,963
Other production expenses5,159
 4,626
 10,258
 8,838
10,280
 5,159
 20,373
 10,258
Total production expenses42,133
 39,881
 68,917
 70,309
58,178
 42,133
 101,958
 68,917
Administrative and general13,408
 11,958
 25,699
 23,526
17,772
 13,408
 39,388
 25,699
Maintenance4,729
 4,596
 9,054
 9,056
5,334
 4,729
 11,420
 9,054
Property taxes and other non-income taxes3,848
 3,450
 7,976
 7,316
7,102
 3,848
 14,565
 7,976
Depreciation and amortization15,101
 13,656
 30,246
 27,239
22,753
 15,101
 44,135
 30,246
Merger related expenses1,775
 2,746
 4,376
 6,552

 1,775
 
 4,376
Total operating expense80,994
 76,287
 146,268
 143,998
111,139
 80,994
 211,466
 146,268
OPERATING INCOME21,971
 22,799
 34,379
 30,130
36,070
 21,971
 51,497
 34,379
OTHER (EXPENSE) INCOME:              
Interest on long-term debt and other interest expense(6,714) (6,084) (12,505) (12,136)(13,180) (6,714) (26,464) (12,505)
Pension non-service cost(907) (595) (1,828) (1,178)(7) (907) (52) (1,828)
Unrealized gain (loss) on California Water Service Group stock
 140
 
 (527)
Interest income on money market fund2,342
 
 4,174
 

 2,342
 
 4,174
Gain on sale of real estate investments745
 
 745
 

 745
 
 745
Other, net517
 679
 907
 1,355
1,048
 517
 1,805
 907
Income before income taxes17,954
 16,939
 25,872
 17,644
23,931
 17,954
 26,786
 25,872
Provision for income taxes4,192
 4,068
 6,237
 3,488
4,210
 4,192
 4,648
 6,237
NET INCOME BEFORE NONCONTROLLING INTEREST13,762
 12,871
 19,635
 14,156
19,721
 13,762
 22,138
 19,635
Less net income attributable to the noncontrolling interest224
 
 224
 

 224
 
 224
SJW GROUP NET INCOME13,538
 12,871
 19,411
 14,156
19,721
 13,538
 22,138
 19,411
Other comprehensive income (loss), net10
 
 (125) 
SJW GROUP COMPREHENSIVE INCOME$13,538
 12,871
 $19,411
 14,156
$19,731
 13,538
 $22,013
 19,411
SJW GROUP EARNINGS PER SHARE              
Basic$0.48
 0.63
 $0.68
 0.69
$0.69
 0.48
 $0.78
 0.68
Diluted$0.47
 0.62
 $0.68
 0.68
$0.69
 0.47
 $0.77
 0.68
DIVIDENDS PER SHARE$0.30
 0.28
 $0.60
 0.56
$0.32
 0.30
 $0.64
 0.60
WEIGHTED AVERAGE SHARES OUTSTANDING              
Basic28,440,221
 20,592,014
 28,431,764
 20,576,757
28,507,940
 28,440,221
 28,498,649
 28,431,764
Diluted28,526,022
 20,732,127
 28,516,927
 20,716,665
28,683,208
 28,526,022
 28,678,715
 28,516,927




See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and SubsidiariesGROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
 June 30,
2019
 December 31,
2018
ASSETS   
Utility plant:   
Land$18,303
 18,296
Depreciable plant and equipment1,870,156
 1,833,051
Construction in progress100,350
 68,765
Intangible assets15,799
 15,799
 2,004,608
 1,935,911
Less accumulated depreciation and amortization635,005
 607,090
 1,369,603
 1,328,821
Real estate investments56,473
 56,336
Less accumulated depreciation and amortization12,925
 12,327
 43,548
 44,009
CURRENT ASSETS:   
Cash and cash equivalents:   
Cash9,849
 8,722
Money market fund412,000
 412,000
Accounts receivable:   
Customers, net of allowances for uncollectible accounts24,350
 19,154
Income tax1,397
 1,888
Other2,456
 1,203
Accrued unbilled utility revenue32,800
 27,974
Current regulatory assets, net15,904
 26,910
Other current assets5,163
 4,871
 503,919
 502,722
OTHER ASSETS:   
Net regulatory assets, less current portion81,746
 76,715
Other4,834
 4,122
 86,580
 80,837
 $2,003,650
 1,956,389

 June 30,
2020
 December 31,
2019
ASSETS   
Utility plant:   
Land$34,929
 34,395
Depreciable plant and equipment3,031,451
 2,988,454
Construction in progress144,429
 112,232
Intangible assets32,826
 33,424
 3,243,635
 3,168,505
Less accumulated depreciation and amortization1,004,776
 962,019
 2,238,859
 2,206,486
Real estate investments58,023
 57,699
Less accumulated depreciation and amortization14,197
 13,597
 43,826
 44,102
CURRENT ASSETS:   
Cash and cash equivalents:   
Cash23,317
 12,944
Restricted cash
 5,000
Accounts receivable:   
Customers, net of allowances for uncollectible accounts44,880
 36,305
Income tax2,783
 8,837
Other2,043
 2,833
Accrued unbilled utility revenue55,398
 40,102
Current regulatory assets, net5,691
 6,472
Other current assets11,431
 9,553
 145,543
 122,046
OTHER ASSETS:   
Net regulatory assets, less current portion132,539
 113,945
Investments13,493
 12,928
Goodwill628,343
 628,287
Other7,374
 4,676
 781,749
 759,836
 $3,209,977
 3,132,470









See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.



SJW Group and SubsidiariesGROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
June 30,
2019
 December 31,
2018
June 30,
2020
 December 31,
2019
CAPITALIZATION AND LIABILITIES      
CAPITALIZATION:      
Stockholders’ equity:      
Common stock, $0.001 par value; authorized 36,000,000 shares; issued and outstanding shares 28,442,139 on June 30, 2019 and 28,404,316 on December 31, 2018$28
 28
Common stock, $0.001 par value; authorized 70,000,000 shares; issued and outstanding shares 28,516,705 on June 30, 2020 and 28,456,508 on December 31, 2019$29
 28
Additional paid-in capital497,633
 495,366
508,098
 506,639
Retained earnings396,334
 393,918
387,003
 383,191
Accumulated other comprehensive income1
 126
Total stockholders’ equity893,995
 889,312
895,131
 889,984
Long-term debt, less current portion510,859
 431,424
1,315,979
 1,283,597
1,404,854
 1,320,736
2,211,110
 2,173,581
CURRENT LIABILITIES:      
Line of credit55,000
 100,000
146,671
 117,209
Current portion of long-term debt22,354
 22,272
Accrued groundwater extraction charges, purchased water and power17,625
 13,694
26,614
 17,211
Accounts payable28,253
 24,937
24,295
 34,886
Accrued interest7,972
 7,132
12,390
 13,140
Accrued property taxes and other non-income taxes1,042
 1,926
Accrued payroll5,573
 7,181
12,064
 11,570
Other current liabilities11,593
 9,115
13,578
 18,279
127,058
 163,985
257,966
 234,567
DEFERRED INCOME TAXES76,983
 79,651
195,116
 195,598
ADVANCES FOR CONSTRUCTION83,454
 80,610
120,808
 112,339
CONTRIBUTIONS IN AID OF CONSTRUCTION168,515
 168,243
288,317
 286,035
POSTRETIREMENT BENEFIT PLANS72,432
 70,490
113,983
 108,044
REGULATORY LIABILITY57,901
 59,149
OTHER NONCURRENT LIABILITIES12,453
 13,525
22,677
 22,306
COMMITMENTS AND CONTINGENCIES
 

 
$2,003,650
 1,956,389
$3,209,977
 3,132,470












See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and SubsidiariesGROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share and per share data)
 
 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Noncontrolling Interest Total
Stockholders’
Equity
Number of
Shares
 Amount 
BALANCES, December 31, 201828,404,316
 $28
 $495,366
 $393,918
 $
 $
 $889,312
Net income before noncontrolling interest
 
 
 5,873
 
 
 5,873
Cumulative effect of change in accounting principle, net of tax effect of $33
 
 
 97
 
 
 97
Share-based compensation
 
 886
 (16) 
 
 870
Issuance of restricted and deferred stock units14,312
 
 (132) 
 
 
 (132)
Employee stock purchase plan15,932
 
 811
 
 
 
 811
Common stock issuance cost
 
 (10) 
 
 
 (10)
Dividends paid ($0.30 per share)
 
 
 (8,528) 
 
 (8,528)
BALANCES, March 31, 201928,434,560
 $28
 $496,921
 $391,344
 $
 $
 $888,293
Net income before noncontrolling interest
 
 
 13,538
 
 224
 13,762
Distribution to noncontrolling interest
 
 
 
 
 (224) (224)
Share-based compensation
 
 718
 (16) 
 
 702
Issuance of restricted and deferred stock units7,579
 
 (6) 
 
 
 (6)
Dividends paid ($0.30 per share)
 
 
 (8,532) 
 
 (8,532)
BALANCES, June 30, 201928,442,139
 $28
 $497,633
 $396,334
 $
 $
 $893,995
 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Noncontrolling Interest Total
Stockholders’
Equity
Number of
Shares
 Amount 
BALANCES, December 31, 201928,456,508
 $28
 $506,639
 $383,191
 $126
 $
 $889,984
Net income
 
 
 2,417
 
 
 2,417
Unrealized loss on investment, net of tax benefit of $50
 
 
 
 (135) 
 (135)
Share-based compensation
 
 251
 (43) 
 
 208
Issuance of restricted and deferred stock units25,781
 
 (785) 
 
 
 (785)
Employee stock purchase plan15,552
 
 970
 
 
 
 970
Dividends paid ($0.32 per share)
 
 
 (9,118) 
 
 (9,118)
BALANCES, March 31, 202028,497,841
 28
 507,075
 376,447
 (9) 
 883,541
Net income
 
 
 19,721
 
 
 19,721
Unrealized gain on investment, net of tax of $4
 
 
 
 10
 
 10
Share-based compensation
 
 1,009
 (43) 
 
 966
Issuance of restricted and deferred stock units18,864
 1
 14
 
 
 
 15
Dividends paid ($0.32 per share)
 
 
 (9,122) 
 
 (9,122)
BALANCES, June 30, 202028,516,705
 $29
 $508,098
 $387,003
 $1
 $
 $895,131

 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Noncontrolling Interest Total
Stockholders’
Equity
Number of
Shares
 Amount 
BALANCES, December 31, 201720,520,856
 $21
 $84,866
 $376,119
 $2,203
 $
 $463,209
Net income before noncontrolling interest
 
 
 1,285
 
 
 1,285
Cumulative effect of change in accounting principle, net of tax effect of $1,507
 
 
 2,203
 (2,203) 
 
Share-based compensation
 
 487
 (30) 
 
 457
Issuance of restricted and deferred stock units51,442
 
 (2,020) 
 
 
 (2,020)
Employee stock purchase plan12,838
 
 653
 
 
 
 653
Dividends paid ($0.28 per share)
 
 
 (5,754) 
 
 (5,754)
BALANCES, March 31, 201820,585,136
 $21
 $83,986
 $373,823
 $
 $
 $457,830
Net income before noncontrolling interest
 
 
 12,871
 
 
 12,871
Share-based compensation
 
 392
 (30) 
 
 362
Issuance of restricted and deferred stock units9,350
 
 (3) 
 
 
 (3)
Dividends paid ($0.28 per share)
 
 
 (5,766) 
 
 (5,766)
BALANCES, June 30, 201820,594,486
 $21
 $84,375
 $380,898
 $
 $
 $465,294

 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Noncontrolling Interest Total
Stockholders’
Equity
Number of
Shares
 Amount 
BALANCES, December 31, 201828,404,316
 $28
 $495,366
 $393,918
 $
 $
 $889,312
Net income
 
 
 5,873
 
 
 5,873
Cumulative effect of change in accounting principle, net of tax effect of $33
 
 
 97
 
 
 97
Share-based compensation
 
 886
 (16) 
 
 870
Issuance of restricted and deferred stock units14,312
 
 (132) 
 
 
 (132)
Employee stock purchase plan15,932
 
 811
 
 
 
 811
Common stock issuance cost
 
 (10) 
 
 
 (10)
Dividends paid ($0.30 per share)
 
 
 (8,528) 
 
 (8,528)
BALANCES, March 31, 201928,434,560
 28
 496,921
 391,344
 
 
 888,293
Net income before noncontrolling interest
 
 
 13,538
 
 224
 13,762
Distribution to noncontrolling interest
 
 
 
 
 (224) (224)
Share-based compensation
 
 718
 (16) 
 
 702
Issuance of restricted and deferred stock units7,579
 
 (6) 
 
 
 (6)
Dividends paid ($0.30 per share)
 
 
 (8,532) 
 
 (8,532)
BALANCES, June 30, 201928,442,139
 $28
 $497,633
 $396,334
 $
 $
 $893,995




See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and SubsidiariesGROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six months ended June 30,Six months ended June 30,
2019 20182020 2019
OPERATING ACTIVITIES:      
Net income before noncontrolling interest$19,635
 14,156
Net income$22,138
 19,635
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization31,576
 28,389
45,608
 31,576
Deferred income taxes(2,939) (2,129)(977) (2,939)
Stock-based compensation1,604
 879
1,260
 1,604
Unrealized loss on California Water Service Group stock
 527
Gain on sale of real estate investments(745) 

 (745)
Loss on sale of California Water Service Group stock
 87
Changes in operating assets and liabilities:      
Accounts receivable and accrued unbilled utility revenue(11,275) (9,359)(23,081) (11,275)
Accounts payable and other current liabilities830
 1,414
(9,012) 830
Accrued groundwater extraction charges, purchased water and power3,931
 4,173
9,403
 3,931
Tax payable and receivable, and other accrued taxes(41) 5,607
5,734
 (41)
Postretirement benefits1,942
 2,388
4,295
 1,942
Regulatory assets and liability related to balancing and memorandum accounts6,237
 1,399
Regulatory assets and liabilities related to balancing and memorandum accounts(13,903) 6,237
Up-front service concession payment(5,000) 
Other noncurrent assets and noncurrent liabilities(2,881) (2,194)
Other changes, net(998) (2,105)(1,244) 1,196
NET CASH PROVIDED BY OPERATING ACTIVITIES49,757
 45,426
32,340
 49,757
INVESTING ACTIVITIES:      
Additions to utility plant:      
Company-funded(62,330) (62,091)(74,081) (62,330)
Contributions in aid of construction(7,800) (3,091)(5,044) (7,800)
Additions to real estate investments(137) (123)(324) (137)
Payments to retire utility plant, net of salvage(3,009) (2,787)(1,649) (3,009)
Proceeds from sale of real estate investments745
 

 745
Proceeds from sale of California Water Service Group stock
 714
NET CASH USED IN INVESTING ACTIVITIES(72,531) (67,378)(81,098) (72,531)
FINANCING ACTIVITIES:      
Borrowings on line of credit66,000
 34,000
89,196
 66,000
Repayments of line of credit(111,000) 
Repayments on line of credit(59,734) (111,000)
Long-term borrowings80,000
 
35,000
 80,000
Payment to noncontrolling interest(224) 
Repayments of long-term borrowings(1,706) 
Debt issuance and broker fee costs(847) 
(214) (847)
Dividends paid(17,060) (11,520)(18,240) (17,060)
Receipts of advances and contributions in aid of construction7,836
 4,560
11,064
 7,836
Refunds of advances for construction(1,390) (1,251)(1,326) (1,390)
Other changes, net586
 (2,710)91
 362
NET CASH PROVIDED BY FINANCING ACTIVITIES23,901
 23,079
54,131
 23,901
NET CHANGE IN CASH AND CASH EQUIVALENTS1,127
 1,127
5,373
 1,127
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD420,722
 7,799
17,944
 420,722
CASH AND CASH EQUIVALENTS, END OF PERIOD$421,849
 8,926
$23,317
 421,849
   
Cash paid during the period for:      
Interest$13,332
 13,240
$30,030
 13,332
Income taxes9,581
 420
5
 9,581
Supplemental disclosure of non-cash activities:      
Change in accrued payables for construction costs capitalized2,348
 1,657
(4,166) 2,348
Utility property installed by developers(109) 565
3,154
 (109)





See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20192020
(in thousands, except share and per share data)

Note 1.General
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.
The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Group’s 20182019 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
In FebruaryJune 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases2016-13, “Financial Instruments - Credit Losses (Topic 842),326): Measurement of Credit Losses on Financial Instruments,as amended, which supersedes the lease requirements in “Leases (Topic 840).” Thisand subsequent amendments. Topic 326 requires measurement and recognition of expected credit losses for financial assets held. ASU generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the Consolidated Balance Sheets and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. ASU 2016-02 also makes some changes to lessor accounting and aligns with the new revenue recognition guidance.2016-13 was effective for SJW Group adopted the new standard effective January 1, 2019, on a modified retrospective basis and did not restate comparative periods. SJW Group also elected the package of practical expedients permitted under the transition guidance and combined lease and non-lease components. In addition, SJW Group kept leases with an initial term of 12 months or less off the Consolidated Balance Sheets and recognized the associated lease payments in the Consolidated Statementsfirst quarter of Comprehensive Income on a straight-line basis over the lease term.fiscal 2020. The adoption of this standardASU 2016-13 did not have a material impact on SJW Group’sthe consolidated financial statements.
Revenue
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfallprecipitation curtail water usage and sales.
From 2014 to 2016, California was in a severe drought. In response to the drought, the State Water Resources Control Board (the “State Water Board”) imposed mandatory water use restrictions and conservation targets. The Santa Clara Valley Water District (“SCVWD”), San Jose Water Company’s principal water supplier, also mandated water use restrictions along with conservation targets at levels higher than the State Water Board. While the Governor of California declared the drought over on April 7, 2017, the State Water Board made certain water use restrictions permanent. Further, SCVWD has maintained a conservation target of 20%. In 2018, Governor Edmund G. Brown signed into law Assembly Bill 1668 and Senate Bill 606. Both bills set an initial limit for indoor water use of 55 gallons per person per day by 2022 and reduced the limit further to 50 gallons per person per day by 2030.  Implementation details remain to be developed as to how local water providers will meet this mandate as well as to how the California Public Utilities Commission (“CPUC”) will direct its regulated utilities to comply.
To encourage conservation, San Jose Water Company received approval from the CPUC to implement a Mandatory Conservation Revenue Adjustment Memorandum Account in 2014. This account was subsequently replaced with a Water Conservation Memorandum Account (“WCMA”). The WCMA allows San Jose Water Company to track lost revenue, net of related water costs, associated with reduced sales due to water conservation and associated calls for water use reductions. San Jose Water Company records the lost revenue captured in the WCMA regulatory accounts once the revenue recognition requirements of FASB Accounting Standards Codification (“ASC”) Topic 980 - “Regulated Operations,” subtopic 605-25 are met. For further discussion, please see Note 8 and Note 9.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


The major streams of revenue for SJW Group are as follows:
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Revenue from contracts with customers$104,299
 98,443
 $183,227
 174,312
$142,163
 104,299
 $247,299
 183,227
Alternative revenue programs, net - WCMA(327) 3,933
 (2,306) 3,601
Alternative revenue programs, net3,049
 (327) 3,553
 (2,306)
Other balancing and memorandum accounts revenue, net(2,376) (4,611) (3,009) (6,447)553
 (2,376) 9,297
 (3,009)
Rental income1,369
 1,321
 2,735
 2,662
1,444
 1,369
 2,814
 2,735
$102,965
 99,086
 $180,647
 174,128
$147,209
 102,965
 $262,963
 180,647

Earnings per Share
Basic earnings per share is calculated using income available to common stockholders, divided by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated using income available to common stockholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with restricted common stock awards under SJW Group’s Long-Term Incentive Plan (as amended, the “Incentive Plan”), shares potentially issuable under the performance stock plans assumed through the business combination with Connecticut Water Service, Inc. (“CTWS”), and shares potentially issuable under the Employee Stock Purchase Plan (“ESPP”). For the three months ended June 30, 2020 and 2019, 9,397 and 2018, 2,217 and 2,094 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively. For the six months ended June 30, 2020 and 2019, 19,191 and 2018, 9,634 and 3,256 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively.
Utility Plant Depreciation
A portion of depreciation expense is allocated to administrative and general expense. For the three months ended June 30, 20192020 and 2018,2019, the amounts allocated to administrative and general expense were $673$370 and $572,$673, respectively. For the six months ended June 30, 2019,2020, and 2018,2019, the amounts allocated to administrative and general expense were $1,469 and $1,330, respectively.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and $1,150, respectively.per share data)



Note 2.Equity Plans
SJW Group accounts for stock-based compensation based on the grant date fair value of awards issued to employees in accordance with FASB ASC Topic 718 - “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on the estimated fair value of stock-based payment awards.
The Incentive Plan allows SJW Group to provide employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Group. The types of awards included in the Incentive Plan are restricted stock awards, restricted stock units, performance shares, or other share-based awards. As of June 30, 2019, 157,0632020, 179,913 shares are issuable upon the exercise of outstanding restricted stock units and deferred restricted stock units and an additional 823,597745,492 shares are available for award issuances under the Incentive Plan. In addition, shares are issued to employees under the company’s ESPP.

In connection with the merger with CTWS on October 9, 2019, SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Group assumed outstanding awards of restricted stock units and deferred share units under the following stock plans: CTWS 2014 Performance Stock Program, CTWS 2004 Performance Stock Program and CTWS 1994 Performance Stock Program (collectively, the “CTWS Plan”). As of June 30, 2019
(in thousands, except share2020, approximately 101,711 shares are issuable upon the exercise of outstanding restricted stock units and per share data)


deferred restricted stock units under the CTWS Plan.
Stock compensation costs charged to income are recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income and proceeds from the exercise of any restricted stock options and similar instruments and the tax benefit realized from any stock options and similar instruments exercised, that are recorded to additional paid-in capital and common stock, by award type, are presented below for the three and six months ended June 30, 2019,2020, and 2018.2019.
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Adjustments to additional paid-in capital and common stock for:              
Compensation costs charged to income:              
ESPP$
 
 $143
 115
$
 
 $171
 143
Restricted stock and deferred restricted stock718
 392
 1,461
 764
1,009
 718
 1,089
 1,461
Total compensation costs charged to income$718
 392
 $1,604
 879
$1,009
 718
 $1,260
 1,604
ESPP proceeds$
 
 $811
 653
$
 
 $970
 811

Stock, Restricted Stock and Deferred Restricted Stock
On January 2,For the three months ended June 30, 2020, and 2019, SJW Group granted under the Incentive Plan 14,346 and 9,114, respectively, one year and three year service-based restricted stock units covering an aggregate of 17,451 shares of common stock of SJW Group were granted to certain officers of SJW Group and its subsidiaries. The units vest in three equal successive installments upon completion of each year of serviceawards with no dividend equivalent rights. Share-based compensation expense of $51.28 per unit which was based on the awarda weighted-average grant date fair value is being recognized overof $60.17 and $51.69, respectively, per unit.
For the service period beginning in 2019.
On January 29,six months ended June 30, 2020, and 2019, certain officers of SJW Group were granted performance-basedunder the Incentive Plan 42,713 and 26,565, respectively, one year and three year service-based restricted stock awards with a weighted-average grant date fair value of $63.97 and $51.42, respectively, per unit.
Performance-based and market-based restricted stock awards granted for the three months ended June 30, 2020, and 2019 were 138 and 0 target units, covering an aggregaterespectively, with a weighted-average grant date fair value of $66.99 and $0 respectively, per unit.
Performance-based and market-based restricted stock awards granted for the six months ended June 30, 2020, and 2019 were 24,719 and 30,401 target numberunits, respectively, with a weighted-average grant date fair value of SJW Group’s shares of common stock equal to 9,882 that will vest based on the$72.01 and $60.46, respectively, per unit. Based upon actual attainment of specified performance goals measured in two separate tranches over the period from January 1, 2019,relative to December 31, 2019, and January 1, 2019, to December 31, 2020, each covering 50% of the target shares, and continued service through December 31, 2019, and December 31, 2020, respectively. Theperformance metric, the number of shares issuable under such units, rangingcan range between 0% to 150% of the target number of shares is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The awards allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The awards have no market conditions and the stock-based compensation expense of $57.12 and $55.97 per unit for each of the two tranches which was based on the award grant date fair values are being recognized assuming the performance goals will be attained.
On January 29, 2019, certain officers of SJW Group were granted performance-based restricted stock units covering an aggregate target number of SJW Group’s shares of common stock equal to 9,043 that will vest based on the actual attainment of specified performance goals over the period from January 1, 2019, to December 31, 2021 and continued service through December 31, 2021. The number of shares issuable under such units, ranging between 0% to 150% of the target number of shares, is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The awards, allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The awards have no market conditions and the stock-based compensation expense of $54.84 per unit which was based on the award grant date fair value is being recognized assuming the performance goals will be attained.
On January 29, 2019, performance-based restricted stock units were granted to certain officers of SJW Group covering a target number of shares of SJW Group’s common stock equal to 9,437 that will vest based on continued service and attainment of specified performance goals over the period from January 1, 2019, to December 31, 2021. The number of shares issuable under the award, rangingor between 0% and 200% of the target number of shares is based on the level of actual attainment of specified performance goals. These units do not include dividend equivalent rights. The awards allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The fair value of the performance-basedmarket-based restricted stock award was estimated utilizingawards.
As of June 30, 2020, the Monte Carlo valuation model, using the fair value of SJW Group’s commontotal unrecognized compensation costs related to restricted and deferred restricted stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. Stock-based compensation expenseplans amounted to $6,050. This cost is being recognized at $70.47 per unit. If such goals are not met, no compensation cost willexpected to be recognized and any recognized compensation cost will be reversed.over a weighted-average period of 2.03 years.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)


On April 24, 2019, restricted stock units covering an aggregate of 9,114 shares of common stock of SJW Group were granted to the non-employee board members of SJW Group. The units vest upon continuous board service through the day immediately preceding the date of the next annual stockholder meeting with no dividend equivalent rights. Stock-based compensation expense of $60.30 per unit, which is based on the award grant date fair value, is being recognized over the service period beginning in 2019.
As of June 30, 2019, the total unrecognized compensation costs related to restricted and deferred restricted stock plans amounted to $4,138. This cost is expected to be recognized over a weighted-average period of 1.42 years.
Employee Stock Purchase Plan
The ESPP allows eligible employees to purchase shares of SJW Group’s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 400,000 shares of common stock have been reserved for issuance under the ESPP.

SJW Group’s recorded expenses were $74 and $160 for the three and six months ended June 30, 2020, respectively, and $65 and $141 for the three and six months ended June 30, 2019, respectively, and $62 and $132 for the three and six months ended June 30, 2018, respectively, related to the ESPP. The total unrecognized compensation costs related to the semi-annual offering period that ends July 31, 2019,2020, for the ESPP is approximately $25. This cost is expected to be recognized during the third quarter of 2019.2020.

Note 3.Real Estate Investments
The major components of real estate investments as of June 30, 2019,2020, and December 31, 2018,2019, are as follows: 
June 30,
2019
 December 31,
2018
June 30,
2020
 December 31,
2019
Land$13,262
 13,262
$14,168
 14,168
Buildings and improvements43,211
 43,074
43,855
 43,531
Subtotal56,473
 56,336
58,023
 57,699
Less: accumulated depreciation and amortization12,925
 12,327
14,197
 13,597
Total$43,548
 44,009
$43,826
 44,102

Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, ranging from 7 to 39 years. Substantially all of the real estate investments relate to assets that are currently subject to operating leases.
On April 6, 2017, 444 West Santa Clara Street, L.P. sold all of its interest in the commercial building and land the partnership owned and operated. In connection with this sale, the partnership was required to deposit $750 into an escrow account for estimated repairs to the creek next to the land the partnership sold. On April 22, 2019, all creek repairs were completed and a reimbursement of $745 was provided to the partnership. SJW Land Company holds a 70% limited partner interest in 444 West Santa Clara Street, L.P. SJW Land Company and the noncontrolling interest recognized a pre-tax gain on the creek reimbursement of $521 and $224, respectively, on the transaction.

Note 4.Defined Benefit Plan
SJW Group maintains noncontributory defined benefit pension plans for its eligible employees. San Jose Water Company sponsors a noncontributory defined benefit retirement plan for its eligible employees. Employees(“SJWC”) and CTWS employees hired before March 31, 2008, and January 1, 2009, respectively, are entitled to receive retirement benefits using a formulaunder the pension plans based on the employee’s three highest years of compensation (whether or not consecutive).service and compensation. Certain employees hired before March 1, 2012, and covered by a plan merged into the CTWS plan in 2013 are also entitled to benefits based on the employee’s years of service and compensation. For SJWC employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based onupon compensation credits and interest credits for each employee. OfficersCTWS employees hired on or after January 1, 2009, are entitled to an additional 1.5% of eligible compensation to their company sponsored savings plan. SJW Group does not have multi-employer plans.
In addition, senior management hired before March 31, 2008, for SJWC and January 1, 2009, for CTWS are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan,supplemental executive retirement plans and officersretirement contracts. SJWC’s senior management hired on or after March 31, 2008, are eligible to receive additional retirement benefits under theSJWC’s Cash Balance Executive Supplemental Retirement Plan. BothThe supplemental retirement plans and Cash Balance Executive Supplemental Retirement Plan are non-qualified plans in which only officerssenior management and other designated members of management may participate. San Jose Water CompanySJW Group also provides health care and life insurance benefits for retired employees under the San Jose Water Company Social Welfare Plan.employer-sponsored postretirement benefits other than pension plans.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)


The components of net periodic benefit costs for San Jose Water Company’s retirement plan, its Executive Supplemental Retirement Plan, Cash Balance Executive Supplemental Retirement Planthe defined benefit plans and Social Welfare Planother postretirement benefits for the three and six months ended June 30, 2019,2020, and 20182019 are as follows:
 Three months ended June 30,
Six months ended June 30,
 2019
2018
2019
2018
Service cost$1,479
 1,607
 $2,958
 3,203
Interest cost2,113
 1,876
 4,225
 3,753
Other cost1,117
 1,145
 2,235
 2,278
Expected return on assets(2,310) (2,426) (4,619) (4,853)
 $2,399
 2,202
 $4,799
 4,381

The components of net periodic benefit cost have been recorded in the consolidated statements of comprehensive income as follows:
 Three months ended June 30, Six months ended June 30,
 2019 2018 2019 2018
Other production expenses$370
 426
 $740
 849
Administrative and general expense851
 902
 1,689
 1,797
Maintenance expense271
 279
 542
 557
Pension non-service costs907
 595
 1,828
 1,178
 $2,399
 2,202
 $4,799
 4,381
 Three months ended June 30,
Six months ended June 30,
 2020
2019
2020
2019
Service cost$2,337
 1,479
 $4,780
 2,958
Interest cost2,816
 2,113
 5,720
 4,225
Other cost(4,183) 1,117
 (8,303) 2,235
Expected return on assets1,169
 (2,310) 2,668
 (4,619)
 $2,139
 2,399
 $4,865
 4,799

The following tables summarize the fair values of plan assets by major categories as of June 30, 2019,2020, and December 31, 2018:2019: 
   Fair Value Measurements at June 30, 2019
     
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryBenchmark Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $7,723
 $7,723
 $
 $
Actively Managed (a):         
All Cap EquityRussell 3000 Value 6,461
 6,426
 35
 
U.S. Large Cap EquityRussell 1000, Russell 1000 Growth, Russell 1000 Value 57,375
 57,375
 
 
U.S. Mid Cap EquityRussell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 10,202
 10,202
 
 
U.S. Small Cap EquityRussell 2000, Russell 2000 Growth, Russell 2000 Value 10,385
 10,385
 
 
Non-U.S. Large Cap EquityMSCI EAFE 5,767
 5,767
 
 
REITNAREIT - Equity REIT’S 7,137
 
 7,137
 
Fixed Income (b)(b) 47,489
 
 47,489
 
Total  $152,539
 $97,878
 $54,661
 $
 Fair Value Measurements at June 30, 2020
   
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryTotal (Level 1) (Level 2) (Level 3)
Cash and cash equivalents$6,237
 6,237
 
 
Equity securities (a)146,407
 142,839
 3,568
 
Fixed income (b)85,941
 31,165
 54,776
 
Total$238,585
 180,241
 58,344
 
The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities and cash to provide preservation of capital plus generation of income.

(a)Actively managed portfolio of equity securities with the goal to exceed the stated benchmark performance.performance
(b)Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.benchmark performance
 Fair Value Measurements at December 31, 2019
   
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryTotal (Level 1) (Level 2) (Level 3)
Cash and cash equivalents$11,801
 11,801
 
 
Equity securities (a)157,050
 149,265
 7,785
 
Fixed income (b)91,896
 31,686
 60,210
 
Total$260,747
 192,752
 67,995
 

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


   Fair Value Measurements at December 31, 2018
     
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryBenchmark Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $8,136
 $8,136
 $
 $
Actively Managed (a):         
All Cap EquityRussell 3000 Value 5,670
 5,632
 38
 
U.S. Large Cap EquityRussell 1000, Russell 1000 Growth, Russell 1000 Value 47,040
 47,040
 
 
U.S. Mid Cap EquityRussell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 8,372
 8,372
 
 
U.S. Small Cap EquityRussell 2000, Russell 2000 Growth, Russell 2000 Value 8,528
 8,528
 
 
Non-U.S. Large Cap EquityMSCI EAFE 4,969
 4,969
 
 
REITNAREIT - Equity REIT’S 5,889
 
 5,889
 
Fixed Income (b)(b) 44,855
 
 44,855
 
Total  $133,459
 $82,677
 $50,782
 $
The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities and cash to provide preservation of capital plus generation of income.

(a)Actively managed portfolio of equity securities with the goal to exceed the stated benchmark performance.performance
(b)Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.benchmark performance
In 2019, San Jose Water Company2020, SJW Group expects to make required and discretionary cash contributions of up to $8,337$8,594 to the pension plans and Social Welfare Plan. For the three and six months ended June 30, 2019, San Jose Water Company2020, SJW Group has made $2,2940 contributions to such plans.

Note 5.Segment and Non-Tariffed Business Reporting
SJW Group is a holding company with four4 subsidiaries: (i) San Jose Water Company,SJWC, a water utility operation with both regulated and non-tariffed businesses, (ii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company (“CLWSC”), a regulated water utility located in Canyon Lake, Texas, and its consolidated non-tariffed variable interest entity, Acequia Water Supply Corporation, (iii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., which operated commercial building rentals, and (iv) Hydro Sub, Inc.,as of October 9, 2019, SJWNE LLC a Connecticut corporation that was formed on March 9, 2018holding company for the sole purpose of effecting the CTWS and its

SJW GroupGROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


subsidiaries, The Connecticut Water Service,Company (“Connecticut Water”), The Maine Water Company (“Maine Water”), The Heritage Village Water Company (“HVWC”), The Avon Water Company (“Avon Water”), New England Water Utility Services, Inc. (“CTWS”NEWUS”) proposed merger (see discussion on the proposed merger at Note 11).and Chester Realty, Inc. In accordance with FASB ASC Topic 280 - “Segment Reporting,” The chief operating decision maker of SJW Group has determined that it has two2 reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Group’s subsidiaries, San JoseSJWC, Connecticut Water, CompanyCLWSC, Maine Water, HVWC, Avon Water, and CLWSC,NEWUS together referred to as “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company and Chester Realty, Inc., referred to as “Real Estate Services.”
SJW Group’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Group’s chief operating decision maker includes the Chairman, President and Chief Executive Officer, and his seniorexecutive staff. The senior staff reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.
The following tables set forth information relating to SJW Group’s reportable segments and distribution of regulated and non-tariffed business activities within the reportable segments. Certain allocated assets, such as goodwill, and revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Group not included in the reportable segments is included in the “All Other” category.
 For Three Months Ended June 30, 2020
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$143,072
 2,693
 1,444
 
 143,072
 4,137
 147,209
Operating expense107,185
 1,759
 850
 1,345
 107,185
 3,954
 111,139
Operating income (loss)35,887
 934
 594
 (1,345) 35,887
 183
 36,070
Net income (loss)22,236
 881
 443
 (3,839) 22,236
 (2,515) 19,721
Depreciation and amortization22,123
 108
 298
 224
 22,123
 630
 22,753
Senior note and other interest expense8,289
 
 
 4,891
 8,289
 4,891
 13,180
Income tax expense (benefit) in net income5,449
 260
 124
 (1,623) 5,449
 (1,239) 4,210
Assets$3,079,118
 9,913
 44,889
 76,057
 3,079,118
 130,859
 3,209,977
 For Three Months Ended June 30, 2019
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$99,773
 1,823
 1,369
 
 99,773
 3,192
 102,965
Operating expense75,564
 1,356
 1,008
 3,066
 75,564
 5,430
 80,994
Operating income (loss)24,209
 467
 361
 (3,066) 24,209
 (2,238) 21,971
Net income (loss)13,662
 336
 662
 (1,122) 13,662
 (124) 13,538
Depreciation and amortization14,698
 105
 298
 
 14,698
 403
 15,101
Senior note, mortgage and other interest expense6,170
 
 
 544
 6,170
 544
 6,714
Income tax expense (benefit) in net income4,154
 130
 220
 (312) 4,154
 38
 4,192
Assets$1,537,404
 6,149
 46,510
 413,587
 1,537,404
 466,246
 2,003,650

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)


 For Three Months Ended June 30, 2019
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$99,773
 1,823
 1,369
 
 99,773
 3,192
 102,965
Operating expense75,564
 1,356
 1,008
 3,066
 75,564
 5,430
 80,994
Operating income (loss)24,209
 467
 361
 (3,066) 24,209
 (2,238) 21,971
Net income (loss)13,662
 336
 662
 (1,122) 13,662
 (124) 13,538
Depreciation and amortization14,698
 105
 298
 
 14,698
 403
 15,101
Senior note and other interest expense6,170
 
 
 544
 6,170
 544
 6,714
Income tax expense (benefit) in net income4,154
 130
 220
 (312) 4,154
 38
 4,192
Assets$1,537,404
 6,149
 46,510
 413,587
 1,537,404
 466,246
 2,003,650
 For Three Months Ended June 30, 2018
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$95,798
 1,967
 1,321
 
 95,798
 3,288
 99,086
Operating expense70,642
 1,278
 891
 3,476
 70,642
 5,645
 76,287
Operating income (loss)25,156
 689
 430
 (3,476) 25,156
 (2,357) 22,799
Net income (loss)15,022
 497
 296
 (2,944) 15,022
 (2,151) 12,871
Depreciation and amortization13,272
 85
 299
 
 13,272
 384
 13,656
Senior note, mortgage and other interest expense5,540
 
 
 544
 5,540
 544
 6,084
Income tax expense (benefit) in net income4,650
 193
 92
 (867) 4,650
 (582) 4,068
Assets$1,449,714
 3,768
 46,756
 (117) 1,449,714
 50,407
 1,500,121
For Six Months Ended June 30, 2019For Six Months Ended June 30, 2020
Water Utility Services Real Estate Services All Other* SJW GroupWater Utility Services Real Estate Services All Other* SJW Group
Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed TotalRegulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$174,920
 2,992
 2,735
 
 174,920
 5,727
 180,647
$254,439
 5,710
 2,814
 
 254,439
 8,524
 262,963
Operating expense136,149
 2,197
 1,899
 6,023
 136,149
 10,119
 146,268
203,202
 3,120
 1,681
 3,463
 203,202
 8,264
 211,466
Operating income (loss)38,771
 795
 836
 (6,023) 38,771
 (4,392) 34,379
51,237
 2,590
 1,133
 (3,463) 51,237
 260
 51,497
Net income (loss)19,762
 572
 980
 (1,903) 19,762
 (351) 19,411
28,064
 2,351
 831
 (9,108) 28,064
 (5,926) 22,138
Depreciation and amortization29,447
 202
 597
 
 29,447
 799
 30,246
42,872
 216
 600
 447
 42,872
 1,263
 44,135
Senior note and other interest expense11,390
 
 
 1,115
 11,390
 1,115
 12,505
16,463
 
 
 10,001
 16,463
 10,001
 26,464
Income tax expense (benefit) in net income6,230
 222
 350
 (565) 6,230
 7
 6,237
6,651
 730
 256
 (2,989) 6,651
 (2,003) 4,648
Assets$1,537,404
 6,149
 46,510
 413,587
 1,537,404
 466,246
 2,003,650
$3,079,118
 9,913
 44,889
 76,057
 3,079,118
 130,859
 3,209,977

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


For Six Months Ended June 30, 2018For Six Months Ended June 30, 2019
Water Utility Services Real Estate Services All Other* SJW GroupWater Utility Services Real Estate Services All Other* SJW Group
Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed TotalRegulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$168,151
 3,315
 2,662
 
 168,151
 5,977
 174,128
$174,920
 2,992
 2,735
 
 174,920
 5,727
 180,647
Operating expense132,343
 2,166
 1,740
 7,749
 132,343
 11,655
 143,998
136,149
 2,197
 1,899
 6,023
 136,149
 10,119
 146,268
Operating income (loss)35,808
 1,149
 922
 (7,749) 35,808
 (5,678) 30,130
38,771
 795
 836
 (6,023) 38,771
 (4,392) 34,379
Net income (loss)19,817
 828
 652
 (7,141) 19,817
 (5,661) 14,156
19,762
 572
 980
 (1,903) 19,762
 (351) 19,411
Depreciation and amortization26,473
 168
 598
 
 26,473
 766
 27,239
29,447
 202
 597
 
 29,447
 799
 30,246
Senior note and other interest expense11,048
 
 
 1,088
 11,048
 1,088
 12,136
11,390
 
 
 1,115
 11,390
 1,115
 12,505
Income tax expense (benefit) in net income5,142
 322
 186
 (2,162) 5,142
 (1,654) 3,488
6,230
 222
 350
 (565) 6,230
 7
 6,237
Assets$1,449,714
 3,768
 46,756
 (117) 1,449,714
 50,407
 1,500,121
$1,537,404
 6,149
 46,510
 413,587
 1,537,404
 466,246
 2,003,650

 * The “All Other” category for the six months ended June 30, 2020, includes the accounts of SJW Group, SJWNE LLC and CTWS on a stand-alone basis. For the three months ended June 30, 2019, the “All Other” category includes the accounts of SJW Group and Hydro Sub, Inc. on a stand-alone basis. For the three and six months ended June 30, 2019, and 2018, Hydro Sub, Inc. had no recorded revenue or expenses and as of June 30, 2019 and 2018, held no assets and has incurred no liabilities. Hydro Sub. Inc. was a subsidiary created solely to facilitate the merger with CTWS and was dissolved following the completion of merger in October 2019.

Note 6.Long-Term Liabilities and Bank Borrowings
SJW Group’s contractual obligations and commitments include senior notes, bank term loans, revenue bonds, state revolving fund loans, mortgages, and other obligations. San Jose Water Company, a subsidiary of SJW Group, hasUtility Services have received advance deposit payments from its customers on certain construction projects. Refundsprojects and the refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.the respective subsidiaries.
Lines of Credit
On March 28, 2019, San Jose WaterApril 24, 2020, SJW Group and SJW Land Company entered into a Note PurchaseTermination and Payoff agreement with JPMorgan Chase Bank, N.A. as the lender (the “Lender”) to terminate the SJW Group and SJW Land Company $15,000 credit agreement, effective as of April 29, 2020.
On May 11, 2020, the SJWC entered into a Second Amendment (the “Second Amendment”) to SJWC’s existing $125,000 credit agreement, dated as of June 1, 2016, with the Lender, as amended by the First Amendment, dated January 12, 2018, (collectively, the “Existing SJWC Credit Agreement”), with the Lender. The Second Amendment amends the existing SJWC Credit Agreement to, among other things, increase the total commitment by $15,000, from $125,000 to $140,000.
Also on May 11, 2020, SJWC entered into a $50,000 credit agreement (the “Note Purchase“New SJWC Credit Agreement”) with the Lender. Proceeds of borrowings under the New SJWC Credit Agreement may be used to refinance existing debt, for working capital, and for general corporate purposes. The New SJWC Credit Agreement has a maturity date of November 11, 2020.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


Borrowings under the New SJWC Credit Agreement bear interest at either the Alternate Base Rate (“ABR”) or the LIBOR (as defined in the New SJWC Credit Agreement) rate. ABR borrowings (which are borrowings bearing interest at a rate determined by reference to the ABR) will bear interest at a rate per annum equal to (i) the greatest of (a) the prime rate in effect on such day, (b) the federal funds effective rate on such day plus 0.5%, and (c) the adjusted LIBOR rate for a one-month interest period on such day plus 1% plus (ii) the Applicable Rate (as defined in the New SJWC Credit Agreement), which is determined based on a pricing grid that is dependent upon the credit rating of SJWC as determined by either S&P or Moody’s. Eurodollar borrowings under the New SJWC Credit Agreement will bear interest at a rate per annum equal to (i) the adjusted LIBOR rate for the interest period in effect plus (ii) the Applicable Rate.
The New SJWC Credit Agreement contains customary representations, warranties and events of default, as well as certain affiliatesrestrictive covenants customary for facilities of MetLife, Inc.this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments, asset sales, and fundamental changes. The New SJWC Credit Agreement also includes certain financial covenants that require SJWC to maintain a maximum funded debt to capitalization ratio and a minimum interest coverage ratio and to limit SJWC’s maximum consolidated cash balance.
On May 29, 2020, the CTWS entered into a Second Amendment to the CTWS’s existing $15,000 credit agreement, dated as of August 6, 2014, with the CoBank, ACB (“CoBank), Brighthouse Financial, Inc.as amended by the First Amendment, dated October 28, 2015. The Second Amendment amends the prior agreement to, among other things, increase the total commitment by $25,000, from $15,000 to $40,000 and New York Life Insurance (collectivelyextended the “Purchasers”),maturity date to May 15, 2025.
Long-Term Debt
On March 12, 2020, Connecticut Water entered into a note purchase agreement with the purchasers listed in the agreement, pursuant to which Connecticut Water sold on the company soldsame date an aggregate principal amount of $80,000$35,000 of its 4.29%3.51% Senior Notes, Series M (the “Notes”) to the Purchasers.due March 12, 2050. The Notesnotes are unsecured obligations of San Jose Water Company, due on April 1, 2049.Connecticut Water. Interest is payable semi-annually in arrears on April 1stMarch 12th and October 1stSeptember 12th of each year. The Note Purchase Agreementnote purchase agreement contains customary representations and warranties. Under the note purchase agreement, Connecticut Water is required to comply with certain customary affirmative and negative covenants for as long as the Notesnotes are outstanding. The Notesnotes are also subject to customary events of default, the occurrence of which may result in all of the Notesnotes then outstanding becoming immediately due and payable. The closing occurred simultaneouslynotes have terms and conditions that restrict Connecticut Water from issuing additional debt or paying a dividend to CTWS if such debt or distribution would trigger an event of default. The note purchase agreement also requires Connecticut Water to maintain a debt to capitalization ratio of not more than 60% and an interest coverage ratio at each fiscal quarter end of no less than three-to-one. As of June 30, 2020, Connecticut Water was in compliance with all financial ratio and operational covenants under this note purchase agreement.
On December 19, 2019, Maine Water issued $5,000 of Series S First Mortgage Bonds to the signingMaine Municipal Bond Bank through the State Safe Drinking Water Revolving Loan Fund. The Series S bonds mature on October 1, 2039, and carry 1% interest. The Series S First Mortgage Bond covenants are the same as all other First Mortgage Bonds. The proceeds were held as restricted cash by a trustee to be used for pre-approved projects primarily related to preliminary engineering and design work of a water treatment plant in Maine Water’s Biddeford and Saco division. Proceeds were held by a trustee for the bond and until conditions were met. On February 3, 2020, and March 11, 2020, the trustee released proceeds of $4,114 and $886, respectively, from the bond. The associated bond indentures and loan agreements contain customary affirmative and negative covenants, including a prohibition on the issuance of indebtedness secured by assets or revenue of Maine Water where the lien is senior to the lien of the Note Purchase Agreement.bond trustee under the above bonds except as permitted by the bond indentures and related loan and security agreements, a requirement to maintain a debt to capitalization ratio of not more than 65%, required compliance with various financial and operational covenants, and a provision for maturity acceleration upon the occurrence of stated events of default.

Note 7.Fair Value Measurement
The following instruments are not measured at fair value on SJW Group’s condensed consolidated balance sheets as of June 30, 2019,2020, but require disclosure of their fair values: cash and cash equivalents, a money market fund, accounts receivable and accounts payable. The estimated fair value of such instruments as of June 30, 2019,2020, approximates their carrying value as reported on the condensed consolidated balance sheets. The fair value wasof such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in valuation techniques during the three and six months ended June 30, 2019.2020. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy,

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


with the exception of cash and cash equivalents, which would be categorized as Level 1. The fair value of pension plan assets is discussed in Note 4.
SJW Group has investments in company owned life insurance which are valued at cash surrender value of the policies as reported by the insurer. These contracts are based principally on a referenced pool of investment funds that actively redeem shares, are observable and measurable, and are presented in “Investments” on SJW Group’s consolidated balance sheets. As of June 30, 2020, the value of the company owned life insurance was $7,282 of which $3,739 was related to assets to fund CTWS’s supplemental retirement plan agreements. As of December 31, 2019, the value of the company owned life insurance was $7,086 of which $3,829 was related to assets to fund CTWS’s supplemental retirement plan agreements. In addition to life insurance contracts, CTWS’s supplemental retirement plan agreements are also funded with a Rabbi Trust.
The following tables summarize the fair values of the Rabbi Trust investment assets to fund CTWS’s additional retirement benefits under the supplemental executive retirement plans and retirement contracts by major categories as of June 30, 2020, and December 31, 2019:
 Fair Value Measurements at June 30, 2020
Asset CategoryTotal 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds$146
 146
 
 
Mutual funds801
 801
 
 
Fixed income2,017
 2,017
 
 
Total$2,964
 2,964
 
 
 Fair Value Measurements at December 31, 2019
Asset CategoryTotal 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Money market funds$20
 20
 
 
Mutual funds834
 834
 
 
Fixed income2,329
 2,329
 
 
Total$3,183
 3,183
 
 
The fair value of SJW Group’s long-term debt was approximately $592,728$1,516,139 and $490,148$1,396,205 as of June 30, 2019,2020, and December 31, 2018,2019, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company. The book value of the long-term debt was $510,859$1,338,333 and $431,424$1,305,869 as of June 30, 2019,2020, and December 31, 2018,2019, respectively. The fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy.
Financial instruments that are potentially subject to concentration of credit risk consist primarily of a short-term money market fund. The money market fund is managed by a reputable financial institution.
As of June 30, 2019, and December 31, 2018, the company no longer held any equity investments in California Water Service Group which was categorized as Level 1 of the fair value hierarchy. For the three and six months ended June 30, 2018, SJW Group recognized an unrealized gain of $140 and an unrealized loss of $527 due to the change in fair value of the company’s investment in California Water Service Group. During the six months ended June 30, 2018, SJW Group sold 17,660 shares of

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


California Water Service Group for $714, before fees of $2. SJW Group recognized a loss on the sale of the stock of approximately $87 and tax benefit of approximately $24, for a net loss of $63.
Note 8.Regulatory Rate Filings
California Regulatory Affairs
On January 4, 2018, San Jose Water Company filed General Rate Case Application No. 18-01-004 (“GRC”) with the CPUC requesting authority for an increase of revenue of $34,288, or 9.76%, in 2019, $14,232, or 3.70%, in 2020 and $20,582, or 5.17%, in 2021. Among other things, the application also included requests to recover $20,725 from balancing and memorandum accounts, the establishment of a Water Revenue Adjustment Mechanism and Sales Reconciliation Mechanism (“WRAM/SRM”), and a shift to greater revenue collection in the service charge. On June 28,July 20, 2018, the CPUCCalifornia Public Utilities Commission (“CPUC”) issued an order in the case identifying the issues to be considered, including whether the proposed merger between SJW Group and Connecticut Water Service, Inc. will have any ratemaking impact on the customers of San Jose Water Company (see discussion on the proposed merger at Note 12). This consideration was subsequently removed from the GRC to be considered in an Order Instituting Investigation (“OII”) on the proposed merger issued on July 20, 2018, see below for further discussion. On August 10, 2018, San Jose Water Company and the Office of Ratepayer Advocates filed a joint motion for partial settlement (“Settlement”) of the GRC with the CPUC, resolving all issues in the GRC with the exception of authorization of a WRAM/SRM and the recovery of the balance in the Hydro Generation Research, Development and Demonstration Memorandum Account, such issues being subsequently contested in legal briefs. On October 16, 2018, the CPUC issued a Proposed Decision adopting the Settlement in part, without any impact on the proposed revenue requirement outlined in the Settlement, and delaying ruling on the contested issues in order to allow the Settlement rates to become effective January 1, 2019. On December 4, 2018, the CPUC issued Decision 18-11-025 authorizing new rates for 2019. Accordingly, San Jose Water Company filed Advice Letter No. 528/528A on December 7, 2018, requesting authorization to increase revenue requirement by $16,378 or 4.55% in 2019 and to implement surcharges to recover $27,045 of under-collections from memorandum and balancing accounts. This was approved on December 28, 2018, and new rates became effective January 1, 2019.
On June 19, 2019, the CPUC issued its final decision resolving the remaining issues in the GRC. Decision 19-06-010 denied the WRAM/SRM and authorized the recovery of the Hydro Generation Research, Development and Demonstration Memorandum Account balance of $1,243. San Jose Water Company is required to file a Tier 3 advice letter to recover this amount via a surcharge over a three-year period. Tier 3 advice letters typically require a higher level of review and formal resolution by the Commissioners for approval. The CPUC is expected to issue a decision in the third quarter of 2019.
On July 20, 2018, the CPUC issued OII No. 18-07-007 concerning SJW Group’s then proposed merger with Connecticut Water Service, Inc.CTWS. A Scoping Memorandum was issued on September 7, 2018, which identified the issues to be considered in the proceeding as to whether the proposed merger is subject to CPUC approval and to evaluate the merger’s likely impacts within California. On September 14, 2018, SJW Group and San Jose Water CompanySJWC submitted joint comments in response to the issues identified in accordance with the Scoping Memorandum’s adopted schedule, and reply comments were submitted on October 19, 2018. A Public Participation Hearing was held on January 31, 2019. On

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


March 4, 2019, the CPUC suspended this proceeding due to SJW Group’s announcement of its intention to file a new merger approval application with the Connecticut Public Utilities Regulatory Authority (“PURA”). On April 3, 2019, SJW Group and Connecticut Water Service, Inc.CTWS jointly filed a new merger application with PURA.
In January 2017, a San Jose Water Company customer inquired about After securing the company’s billing practice as it related torequired approvals from both PURA and the proration of service charges in billing cycles where a rate change occurred. After reviewing its existing practice as well as those of other Class A water utilities, San Jose Water Company determined that it was appropriate to modify its existing practice to prorate service charges similar toMaine Public Utilities Commission (“MPUC”), SJW Group announced the manner in which it prorates quantity charges - that is by applying both the old and new rates to the portionclose of the billing cycle for whichmerger on October 9, 2019, and notified the rates were in effect. This change was implemented on January 30, 2017, and retroactively applied to January 1, 2017. Subsequently, on May 8, 2017, the CPUC’s Water Division notified San Jose Water Company that it had violated Public Utilities Code 532 and other CPUC Orders and directed the company to file an advice letter providing refunds for the periodaccordingly. As of January 1, 2014, through December 31, 2016. As directed, San Jose Water Company filed Advice Letter 510 on June 6, 2017, to propose customer refunds in the amount of $1,794 for the same period. On June 22, 2017, San Jose Water Company was served with Complaint 17-06-009 regarding its billing practice for service charge rate changes. On August 11, 2017, the Water Division rejected Advice Letter 510 in light of the CPUC’s investigation into San Jose Water Company’s past and present billing practice. The billing issue was made a part of San Jose Water Company’s GRC proceeding. Testimony was provided by the Office of Ratepayer Advocates (now the Public Advocates Office

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


or “Cal PA”) on May 23, 2018. On June 8, 2018,2020, the company provided its rebuttal testimony. On August 10, 2018, San Jose Water Company and Cal PA submitted a partial settlement agreement on issues presented in the GRC. Both the company and Cal PA settled on the billing issue limiting the duration from which to calculate customer refunds from June 1, 2011, through December 31, 2016. Accordingly, San Jose Water Company provided an additional reserve to cover the remaining period covered by the settlement. In accordance with Decision 18-11-025 for the GRC, San Jose Water Company filed Advice Letter No. 530 proposing total refunds of $2,020 for the period from June 1, 2011 through December 31, 2016. This advice letter became effective February 8, 2019, and refunds began on March 11, 2019. On April 22, 2019, the CPUC dismissed Complaint 17-07-009 citing the relief provided in Advice Letter No. 530 and the current OII on this matter. The Complainant filed an appeal with the CPUC to dispute the dismissal. This appeal is still pending beforewith the CPUC.
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water CompanySJWC was named as Respondent. The OII willwas to determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears.  The OII resulted from a report by the CPUC’s Consumer Protection and Enforcement Division (“CPED”), dated August 16, 2018, recommending an investigation into San Jose Water Company’sSJWC’s billing practice.  CPED calculated a refund obligation of approximately $2,061 for the years 2014 to 2016 that had been the subject of San Jose Water Company’sSJWC’s Advice Letter No. 510.  CPED calculated a further refund obligation of approximately $1,990 for the years 1987 to 2013.  CPED also asserted that the company double-billed its customers during a billing period when it allegedly converted from billing in advance to billing in arrears, assumed that such double-billing occurred in January 2011, and calculated a refund obligation of approximately $4,935.  The OII notes these estimates and identifies the proper refund amount as an issue in the proceeding.  The OII also identifies the CPUC’s authority to consider imposing penalties on San Jose Water CompanySJWC in amounts ranging from five hundred dollars$0.5 to fifty thousand dollars$50 per offense, per day. On October 15, 2018, San Jose Water Company filed a response to the OII with the CPUC, in which the company stated that it believes it would not be appropriate for the Commission to require refunds extending prior to June 2011, that no double billing has occurred and that no penalties should be imposed on the company. The company believed its potential loss was limited to the refund amount agreed to in the partial GRC settlement of $2,020. Such amount was refunded to customers through Advice Letter No. 530 which was effective February 8, 2019. A prehearing conference on the matter was concluded on January 7, 2019, and a scoping memorandum outlining the remaining part of the proceeding scheduled was issued on February 11, 2019. The scoping memorandum outlined the following issues to be determined: (1) Did San Jose Water Company overbill its customers for water service during the period from January 1987 to June 2011, (2) If San Jose Water Company overbilled its customers during the above period, should the Commission fine San Jose Water Company or impose some other form of penalty on it, and (3) Is this action subject to any statute of limitations including, but not limited to, Section 736 of the Public Utilities Code. On March 8, 2019, the assigned CPUC commissioner issued a scoping ruling in the OII confirming the scope determined at the prehearing conference. On March 18, 2019, witnesses for CPED and for the customer group Water Rate Advocates for Transparency, Equity, and Sustainability (“WRATES”) submitted testimony in the OII. The CPED witness updated their refund calculation to approximately $1,847 for the years 1987 to 2011. The WRATES witnesses supported refunds both for those years and for the alleged double-billing but did not propose specific refund amounts. Both CPED and WRATES witnesses supported imposition of a penalty. San Jose Water Company submitted its rebuttal testimony on April 8, 2019, challenging the claim that any overcharging had occurred and that additional customer refunds or credits were appropriate. San Jose Water Companys rebuttal testimony corrected an error in CPED’s calculation, indicating that if refunds or credits were required they should not exceed $1,757 for the years 1987 to 2011. In sur-rebuttal testimony, CPED accepted that correction. An evidentiary hearing was held on June 3, 2019. On July 24, 2019, San Jose Water CompanySJWC and CPED jointly filed a motion for CPUC approval of a Settlement Agreement (“Agreement”) over San Jose Water Company’sSJWC’s past customer billing practices. The Agreement requires the company to pay approximately $2,100 in customer credits, consisting of $1,757 for refunds during the period from 1987 to 2011 and an additional $350 in customer credits to low income water customers, and invest $5,000 in utility plant that is not allowed an investment return or rate recovery. San Jose Water Company has recorded the $2,100 customer credit expense as an offset to revenues in the accompanying June 30, 2019, Condensed Consolidated Statements of Comprehensive Income. The $5,000 commitment to invest in utility plant will be recognized as plant in service on the company’s financial statements once invested. The Agreement iswas subject to final approval by the CPUC. A CPUC which is expectedPresiding Officer’s Decision approved the Agreement in December 2019, but an appeal was filed in January 2020 by a group of SJWC customers. A final CPUC decision approving the third quarter of 2019.Agreement and dismissing the appeal was approved on February 27, 2020, and concluded this proceeding. Advice Letter No. 545 was filed on March 13, 2020, requesting authorization to provide refunds to customers. For a typical residential customer with a 3/4-inch meter, the one-time refund will be $5.52 dollars.  This advice letter was approved effective April 12, 2020, and SJWC completed issuing refunds in mid-June 2020.
On February 28,June 19, 2019, San Jose Water Companythe CPUC issued its final decision resolving the remaining issues in SJWC’s general rate case for 2019. Decision 19-06-010 denied the establishment of a WRAM/SRM and authorized the recovery of the Hydro Generation Research, Development and Demonstration Memorandum Account balance as of September 30, 2016. SJWC filed Advice Letter No. 531534 on August 1, 2019, to recover the $1,243 balance as of September 30, 2017, via a surcharge over a three-year period. The CPUC rejected the advice letter on October 10, 2019, citing an error in the name of the memorandum account and recommended a correction and a new filing for recovery. SJWC filed to correct the record and received the CPUC’s decision on April 10, 2020. Advice Letter 548 was filed on April 24, 2020, requesting recovery of $1,224 via a 36-month surcharge. The adjustment in the memorandum account balance reflected project costs incurred after September 30, 2016, which are not allowable per Decision 19-06-010. This request is pending before the CPUC.
SJWC filed Advice Letter No. 537 with the CPUC requesting authorization to adjustrefund the Utilities Reimbursementbalance in its 2018 Tax Accounting Memorandum Account User Fees as directedrequired by CPUC Resolution M-4839. The reimbursement feethe general rate case decision on October 18, 2019.  On December 3, 2019, Advice Letter 537-A was reduced from 1.40%filed to 1.23%.refund the balance via a one-time surcredit. For a typical residential customer with a 3/4-inch meter, the one-time refund will be $20.84 dollars per customer.  This requestadvice letter was approved effective January 21, 2020, and refunds to customers began on January 27, 2020.
SJWC filed Advice Letter No. 541 on November 20, 2019, with the CPUC requesting authorization to increase its revenue requirement by $8,600 or 2.28% in 2020 for the first escalation year authorized in our 2018 General Rate Case Decision 18-011-025 which established rates for 2019, 2020, and 2021. This advice letter was approved on December 26, 2019, and new feerates became effective January 1, 2020.
On December 6, 2019, SJWC filed Application No. 19-12-002 with the CPUC requesting approval for cost recovery to deploy Advanced Metering Infrastructure throughout its service area.  The application seeks revenue increases of $2,315 or 0.61% in 2021, $3,960 or 1.04% in 2022, $2,510 or 0.65% in 2023, and $341 or 0.09% in 2024 based on Aprilcurrent rates in effect.  A decision from the CPUC is anticipated in the fourth quarter of 2020.
On January 22, 2020, SJWC, along with three other California water utilities, filed a joint request for a one-year deferment on the Cost of Capital filings which would otherwise be due on May 1, 2019.2020. Postponing the filing one year would alleviate administrative processing costs on the utilities as well as the CPUC staff, and provide relief for both CPUC and utility resources

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)


already strained by numerous other proceedings. The request was conditioned on no changes to the current Water Cost of Capital Mechanism in place during the one-year deferment. On March 29, 2019, San Jose Water Company11, 2020, the CPUC approved the request.
On March 19, 2020, SJWC filed Advice Letter No. 532 with546 to extend customer protections listed in the company’s Disaster Relief Customer Protections and Outreach Plan as required by the CPUC in response to the COVID-19 pandemic. The filing also activated SJWC’s Catastrophic Event Memorandum Account (“CEMA”) to track costs related to SJWC’s response which includes labor and materials, anticipated increase in bad debt from the suspension of shutoffs for non-payment, waived deposits and reconnection fees, and divergence from actual versus authorized usage. The customer protections and CEMA were approved effective March 4, 2020. SJWC anticipates requesting authorizationrecovery of the COVID-19 pandemic response costs in a future general rate case or other filings.
Connecticut Regulatory Affairs
As of June 30, 2020, Water Infrastructure Conservation Adjustment (“WICA”) surcharges for Connecticut Water and Avon Water were 5.75% and 9.31%, respectively.  HVWC does not currently have an approved WICA surcharge.  On January 28, 2020, Connecticut Water filed a WICA application representing an additional 2.6% surcharge, for a cumulative WICA surcharge of 5.84%. Additionally, on February 7, 2020, Connecticut Water filed its annual WICA reconciliation which called for a 0.09% reduction of the WICA surcharge. On March 25, 2020, PURA approved a net cumulative 5.75% surcharge for Connecticut Water which became effective on customers’ bills on April 1, 2020.
On March 3, 2020, Connecticut Water filed an application, Docket No. 20-03-04, with PURA to recovermerge Avon Water and HVWC with and into Connecticut Water.  The application is to streamline borrowings, regulatory filings and internal administrative tasks associated with maintaining separate corporate entities. The company has responded to several interrogatories and has attended a hearing on the $9,020 balancemerger application. Connecticut Water anticipates a final decision on the proceeding in its WCMAthe third quarter of 2020.
On March 12, 2020, PURA issued Docket No. 20-03-15 to establish a State of Emergency Utility Shut-off Moratorium for the periodCOVID-19 pandemic. The moratorium ordered regulated utility companies to refrain from terminating utility service to residential customers, except for safety reasons until August 1, 2020, or until such other time as determined by the PURA. In the same docket, PURA further directed the public service companies to maintain a detailed record of January 1, 2018, through December 31, 2018. This advice letter is pending beforecosts incurred and revenues lost as a result of implementing its orders in the CPUC.docket and may establish a regulatory asset to track incurred costs. Approval for recovery of additional costs incurred and/or revenues lost relating to the COVID-19 pandemic would be considered for recovery in the Connecticut Water’s next general rate case proceeding.
Texas Regulatory Affairs
As required, CLWSC submitted on January 27, 2020, its Water Pass-Through Charge (“WPC”) true-up report for the Canyon Lake area systems 2019 purchased water costs. The WPC is the annual filing to change the component of CLWSC’s water rates for changes in purchased water costs since the last annual true-up report. The changes in the purchased water costs for the Deer Creek Ranch water system resulted in a decrease in the usage charge from $2.19 dollars to $2.02 dollars per thousand gallons, and an increase in the monthly base charge of $3.04 dollars per residential account. The Deer Creek Ranch rate changes became effective October 1, 2019. The 2019 WPC true-up report for the water systems located in the Canyon Lake area resulted in a reduction of the WPC usage rate from $1.05 dollars to $0.95 dollars per thousand gallons which became effective on February 1, 2020. The WPC filings for Deer Creek Ranch and the Canyon Lake area were approved by the Public Utilities Commission of Texas (“PUCT”) directed CLWSC (as well as other Class A water utilitiesand a new tariff with the WPC rates was issued in Texas)May 2020.
In connection with the disaster declaration in Texas, the PUCT issued Order No. 50664-106 to quantify allmitigate the impact of the impactsCOVID-19 pandemic on residential water utility customers. CLWSC responded to these orders by stopping disconnections for nonpayment of the passage of the Tax Cutsutility bills, and Jobs Act (H.R. 1) (“Tax Act”)not charging fees for late payment. The PUCT allowed this order to expire on December 22, 2017 and make rate adjustments reflecting such impacts on a prospective basis.June 13, 2020. The PUCT Order 47945-36 as amended by Order 47945-41 requires the wateralso issued Accounting Orders under No. 50664-108, which instructs utilities to record the incremental costs and lost revenues from theCOVID-19 pandemic in a regulatory liability that reflects (1)tracking account for recovery in future rates. These amounts will be considered by the differencePUCT for recovery in each utility’s next rate application.
Maine Regulatory Affairs
On December 20, 2019, Maine Water filed for a general a rate increase for their Skowhegan Division seeking approximately $221, or 14.7%, in additional revenue with the MPUC. On June 17, 2020, the MPUC approved a general rate increase for Skowhegan Division customers allowing $198 in additional revenue.  Per the MPUC decision, the increase will be implemented

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


in two steps: an initial 9.80% rate increase effective June 15, 2020, and a 3.51% rate increase effective July 1, 2021. The combined rate increase is 13.31%.
On January 20, 2020, Maine Water filed Water Infrastructure Surcharge (“WISC”) applications with the MPUC in four divisions requesting an increase between the revenues collected under existing rates1.76% and 3.00%, representing approximately $371 in additional revenues. The WISC applications were approved on February 26, 2020, and the revenues that would have been collected had the existing rates been set using the recently approved federal income tax rates; and (2) the balance of excess accumulated deferred federal income taxes that now exists because of the decreasesurcharges became effective March 1, 2020.
On March 16, 2020, MPUC issued an emergency moratorium on utility disconnection activities in the federal income tax rate from 35% to 21%. A rate proposal reflecting these tax changes was submitted for PUCTs review on April 19, 2018.
CLWSC subsequently amended its filing on April 30, 2018 to update the customer notice, and to replace estimates for April with recorded April 2018 information. This filing will returnconnection to the ratepayers the difference between the revenues collected under the existingCOVID-19 pandemic. The moratorium directed public utility companies not to engage in any disconnection activities including disconnection notices for all classes of customers until further notice from MPUC. Maine Water is tracking COVID-19 related costs for potential future recovery in rates and what water rates would have been using the 21% federal income tax rate now effective under the Tax Act. The accrued amounts for the period January 25, 2018 through April 30, 2018 were refunded along with the regular monthly Federal Tax Cut Credit (“FTCC”) on bills prepared during the month of June. The FTCC customer credit will continuecharged to be reflected on customer bills every month until the implementation of new rates resulting from the next general rate case.customers.

Note 9.Balancing and Memorandum Accounts
San Jose Water CompanySJWC has established balancing accounts for the purpose of tracking the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes. San Jose Water CompanySJWC also maintains memorandum accounts to track revenue impacts due to catastrophic events, certain unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, water conservation, water tariffs, and other approved activities or as directed by the CPUC, such asCPUC. The Monterey Water Revenue Adjustment Mechanism (“WRAM”) tracks the WCMA or Tax Act memorandum accounts.difference between the revenue received for actual metered sales through the tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a uniform rate would have been in effect.
Balancing and memorandum accounts are recognized by San Jose Water CompanySJWC when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In addition, in the case of special revenue programs such as the WCMA, San Jose Water Company followsConservation Memorandum Account (“WCMA”) and Water Revenue Adjustment (“WRA”), SJWC and CTWS follow the requirements of ASC Topic 980-605-25, “Alternative980-605-25—“Alternative Revenue Programs” in determining revenue recognition, including the requirement that such revenues will be collected within 24 months of the year-end in which the revenue is recorded. A reserve is recorded for amounts SJW Group estimates will not be collected within the 24-month period. This reserve is based on an estimate of actual usage over the recovery period, offset by applicable drought surcharges, if any. period.
In assessing the probability criteria for balancing and memorandum accounts between general rate cases, San Jose Water CompanySJWC considers evidence that may exist prior to CPUC authorization that would satisfy ASC Topic 980 subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support, the balances are recorded in SJW Group’s consolidated financial statements.
Based onOn December 19, 2019, the CPUC denied the recovery of the 2018 WCMA in Advice Letter No. 532 and no longer approved the tracking of WCMA balances. Due to the decision, SJWC believes WCMA tracking no longer meets the probability criteria under ASC Topic 980-605-25, San Jose Water Company980-605-25. For the three and six months ended June 30, 2019, SJWC recognized a regulatory assets of $1,320 and $568, respectively, due to lost revenues accumulated in the 2019 WCMA account for the three and six months ended June 30, 2019, respectively. Of the $1,320 and $568 recognized in the 2019 WCMA account for the three and six months ended June 30, 2019, respectively,net of a reserve of $11 was recorded which isfor the estimated amount that will not be collected within the 24-month period, as required by the guidance. The amounts have been reflected in the 2019 WCMA balance shown in the table below.
San Jose Water Company recognized a regulatory assets of $4,118 and $3,410 due to lost revenues accumulated in the 2018 WCMA account for the three and six months ended June 30, 2018, respectively. Of the $4,118 and $3,410 recognized in the 2018 WCMA account for the three and six months ended June 30, 2018, respectively, a reserve of $407 was recorded which is the estimated amount that will not be collected within the 24-month period, as required by the guidance. Activityactivity for the three and six months ended June 30, 2019, represents interest and reserve activity on the accumulated balance. For the three and six

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


months ended June 30, 2019, a reserve of $94 and $174, respectively, was recorded. The amounts have been reflected in the 2018 WCMA balanceand 2019 WCMA balances shown in the table below.
Cost of capital memorandum account was approved by the CPUC on March 14, 2018. The account tracks the difference between current water rates and the lower rates adopted in the cost of capital decision on March 22, 2018. San Jose Water Company recorded a regulatory liability of $198 and $1,363 in the cost of capital memorandum account for the three and six months ended June 30, 2018, with a corresponding reduction to revenue. Activity for the three and six months ended June 30, 2019, respectively, represents interest activity on the accumulated balance. The amount has been reflected in the cost of capital memorandum account balance shown in the table below.
The CPUC has directed San Jose Water Company to establish a memorandum account to capture the impact of the Tax Act on its regulated revenue requirement. The CPUC has indicated that any benefit from implementing the new law should ultimately be passed on to ratepayers. Accordingly, San Jose Water Company recorded a regulatory liability of $4,563 and $5,496 in the tax memorandum account for the three and six months ended June 30, 2018, respectively, with a corresponding reduction to revenue. Activity for the three and six months ended June 30, 2019, represents interest activity on the accumulated balance. The amount has been reflected in the tax memorandum account balance shown in the table below.
 Three months ended June 30, 2019 Three months ended June 30, 2018
Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance
                
Revenue accounts:               
2014-2017 WCMA*$6,912
 
 (1,597) 5,315
 $7,055
 220
 2
 7,277
2018 WCMA*8,997
 (39) 
 8,958
 (708) 3,711
 
 3,003
2019 WCMA*(752) 1,309
 
 557
 
 
 
 
2012 General Rate Case true-up10,152
 
 (2,421) 7,731
 11,320
 
 4
 11,324
Cost of capital memorandum account(1,532) (8) 
 (1,540) (1,309) (198) 
 (1,507)
Tax memorandum account(6,545) (40) 
 (6,585) (933) (4,563) 
 (5,496)
All others6,249
 2,031
 (1,088) 7,192
 4,251
 422
 2
 4,675
Total revenue accounts$23,481
 3,253
 (5,106) 21,628
 $19,676
 (408) 8
 19,276
Cost-recovery accounts:               
Water supply costs8,217
 (1,058) (1,247) 5,912
 8,197
 1,190
 
 9,387
Pension(1,237) 199
 805
 (233) (2,298) 161
 
 (2,137)
All others1,015
 3
 (148) 870
 
 
 
 
Total cost-recovery accounts$7,995
 (856) (590) 6,549
 $5,899
 1,351
 
 7,250
                
Total$31,476
 2,397
 (5,696) 28,177
 $25,575
 943
 8
 26,526

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)


Six months ended June 30, 2019 Six months ended June 30, 2018Three months ended June 30, 2020 Three months ended June 30, 2019
Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending BalanceBeginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance
                              
Revenue accounts:                              
2014-2017 WCMA*$7,750
 
 (2,435) 5,315
 $6,679
 596
 2
 7,277
2018 WCMA*9,386
 (428) 
 8,958
 
 3,003
 
 3,003
2019 WCMA*
 557
 
 557
 
 
 
 
Monterey WRAM$8,958
 1,591
 
 10,549
 $7,878
 2,109
 (1,001) 8,986
2014-2017 WCMA665
 
 
 665
 6,912
 
 (1,597) 5,315
2018 WCMA
 
 
 
 8,997
 (39) 
 8,958
2019 WCMA
 
 
 
 (752) 1,309
 
 557
2012 General Rate Case true-up11,328
 96
 (3,693) 7,731
 11,320
 
 4
 11,324
752
 
 
 752
 10,152
 
 (2,421) 7,731
Cost of capital memorandum account(1,523) (17) 
 (1,540) (144) (1,363) 
 (1,507)(1,558) (2) 
 (1,560) (1,532) (8) 
 (1,540)
Tax memorandum account(6,504) (81) 
 (6,585) 
 (5,496) 
 (5,496)332
 
 
 332
 (6,545) (40) 
 (6,585)
All others5,112
 3,738
 (1,658) 7,192
 3,851
 822
 2
 4,675
(2,491) 40
 
 (2,451) (1,629) (78) (87) (1,794)
Total revenue accounts$25,549
 3,865
 (7,786) 21,628
 $21,706
 (2,438) 8
 19,276
$6,658
 1,629
 
 8,287
 $23,481
 3,253
 (5,106) 21,628
Cost-recovery accounts:                              
Water supply costs9,617
 (1,803) (1,902) 5,912
 8,679
 708
 
 9,387
5,061
 838
 
 5,899
 8,217
 (1,058) (1,247) 5,912
Pension(1,843) 383
 1,227
 (233) (2,459) 322
 
 (2,137)2,886
 99
 
 2,985
 (1,237) 199
 805
 (233)
All others1,090
 6
 (226) 870
 
 
 
 
443
 1
 
 444
 1,015
 3
 (148) 870
Total cost-recovery accounts$8,864
 (1,414) (901) 6,549
 $6,220
 1,030
 
 7,250
$8,390
 938
 
 9,328
 $7,995
 (856) (590) 6,549
                              
Total$34,413
 2,451
 (8,687) 28,177
 $27,926
 (1,408) 8
 26,526
$15,048
 2,567
 
 17,615
 $31,476
 2,397
 (5,696) 28,177
 Six months ended June 30, 2020 Six months ended June 30, 2019
Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance
                
Revenue accounts:               
Monterey WRAM$7,015
 3,561
 (27) 10,549
 $6,847
 3,666
 (1,527) 8,986
2014-2017 WCMA708
 
 (43) 665
 7,750
 
 (2,435) 5,315
2018 WCMA
 
 
 
 9,386
 (428) 
 8,958
2019 WCMA
 
 
 
 
 557
 
 557
2012 General Rate Case true-up752
 
 
 752
 11,328
 96
 (3,693) 7,731
Cost of capital memorandum account(1,553) (7) 
 (1,560) (1,523) (17) 
 (1,540)
Tax memorandum account(6,643) (3) 6,978
 332
 (6,504) (81) 
 (6,585)
All others(2,219) (165) (67) (2,451) (1,735) 72
 (131) (1,794)
Total revenue accounts$(1,940) 3,386
 6,841
 8,287
 $25,549
 3,865
 (7,786) 21,628
Cost-recovery accounts:               
Water supply costs4,328
 1,605
 (34) 5,899
 9,617
 (1,803) (1,902) 5,912
Pension2,449
 514
 22
 2,985
 (1,843) 383
 1,227
 (233)
All others446
 2
 (4) 444
 1,090
 6
 (226) 870
Total cost-recovery accounts$7,223
 2,121
 (16) 9,328
 $8,864
 (1,414) (901) 6,549
                
Total$5,283
 5,507
 6,825
 17,615
 $34,413
 2,451
 (8,687) 28,177

*    As of June 30, 2019, the reserve balance for the 2019 WCMA was $11 which has been included in the balance above. As of June 30, 2019, and 2018, the reserve balances for the 2018 WCMA was $174 and $407, respectively, which has been included in the balances above. As of June 30, 2018, the reserve balance for the 2017 WCMA was $938 which has been included in the balance above.
As of June 30, 2019,2020, the total balance in San Jose Water Company’sSJWC’s balancing and memorandum accounts combined, including interest, that has not been recorded into the financial statements was a net under-collection of $1,230.$1,759. All balancing accounts and memorandum-type accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in San Jose Water Company’sSJWC’s next

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2020
(in thousands, except share and per share data)


general rate case or at the time an individual account balance reaches a threshold of 2% of authorized revenue, whichever occurs first.

Note 10.Regulatory Assets and Liabilities
Regulatory assets and liabilities are comprised of the following as of June 30, 2019,2020, and December 31, 2018:2019:
 June 30, 2019 December 31, 2018 June 30, 2020 December 31, 2019
Regulatory assets:        
Income tax temporary differences, net $6,500
 2,433
Postretirement pensions and other medical benefits $66,233
 66,233
 76,439
 73,525
Business combinations debt premium, net 23,749
 25,020
Balancing and memorandum accounts, net 28,177
 34,413
 17,615
 5,283
WRA 7,466
 9,108
Other, net 3,240
 2,979
 6,461
 5,048
Total regulatory assets, net in Consolidated Balance Sheets 97,650
 103,625
 138,230
 120,417
Less: current regulatory asset, net 15,904
 26,910
 5,691
 6,472
Total regulatory assets, net, less current portion $81,746
 76,715
 $132,539
 113,945
    
Regulatory liability:    
Income tax temporary differences, net $57,901
 59,149
Total regulatory liability in Consolidated Balance Sheets $57,901
 59,149


Note 11.Business Combination
On October 9, 2019, SJW Group completed its previously announced acquisition of CTWS pursuant to the terms of the Second Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among SJW Group, Hydro Sub, Inc., a Connecticut corporation and a wholly-owned subsidiary of SJW Group, and CTWS. CTWS provides water service to approximately 138,000 connections that serve a population of approximately 480,000 people in 80 municipalities throughout Connecticut and Maine and more than 3,000 wastewater connections in Southbury, Connecticut. In addition, CTWS has a real estate company in Connecticut which provides property management services.
SJW Group acquired all of the outstanding stock of CTWS for $70.00 per share in cash (without interest and less any applicable withholding taxes). The total cash purchase price was approximately $838,476, less cash received of $3,011, and approximately $6,384 related to outstanding awards of restricted stock units and deferred share units assumed in connection with the merger. SJW Group financed the acquisition with net proceeds from its December 2018 sale of 7,762,000 shares of common stock of approximately $411,077, and the October 2019 issuance of $427,398 in new fixed rate term loans. SJW Group raised an additional $18,463 in the debt financing to partially finance transaction costs incurred in connection with the CTWS acquisition. Along with the acquisition debt financing, SJW Group raised $60,000 of new proceeds used to partially refinance certain CTWS short-term borrowings on its existing lines of credit after the CTWS acquisition closed.
Management estimated the preliminary fair values of net tangible and intangible assets acquired and the excess of the consideration transferred over the aggregate of such fair values was recorded as goodwill. The preliminary value of the acquired deferred tax assets and deferred tax liabilities are based on a preliminary analysis, and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). In addition, management is still gathering information necessary to complete the recognition and measurement of the opening balance sheet.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 20192020
(in thousands, except share and per share data)



Note 11.SJW Group and CTWS Merger
On March 14, 2018, SJW Group, Hydro Sub, Inc., a Connecticut corporation and a wholly-owned subsidiary of SJW Group and CTWSentered into an Agreement and Plan of Merger to mergeThe following table summarizes the two companies, SJW Group and CTWS, in an all-stock transaction (the “Merger”). On August 5, 2018, SJW Group, Hydro Sub, Inc. and CTWS entered into a Second Amended and Restated Agreement & Plan of Merger (as amended, the “Merger Agreement”), which among other things, changed the Merger to an all-cash transaction. Under the terms of the Merger Agreement, Hydro Sub, Inc. will merge with and into CTWS, with CTWS surviving the Merger as a wholly-owned subsidiary of SJW Group. Subject to the terms and conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “Effective Time”), each share of common stock, without parestimated preliminary fair value of CTWS (“CTWS Common Share”), other than CTWS Common Shares directly or indirectly owned by SJW Group, Hydro Sub, Inc., CTWS or anyassets acquired and liabilities assumed as of their respective subsidiaries (in each case, other than any CTWS Common Shares held on behalfJune 30, 2020.
 Fair Value
Assets acquired: 
Utility plant, net$750,703
Nonutility plant848
Current assets42,673
Investments12,489
Regulatory assets and deferred charges, less current portion83,132
Other intangible assets17,181
Other assets2,592
Goodwill626,548
Total assets acquired1,536,166
Liabilities assumed: 
Long-term debt281,009
Current liabilities, including maturities of long-term debt125,797
Deferred income taxes107,789
Postretirement benefit plans31,789
Contributions in aid of construction and construction advances137,327
Other long-term liabilities10,607
Total liabilities assumed694,318
Assumed equity$841,848

Other intangible assets primarily consists of third parties), issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $70.00 per share in cash (without interest and less any applicable withholding taxes).customer relationships.
The transaction was approved bygoodwill balance is primarily attributable to assembled workforce and diversification of markets both from a geographic and regulatory perspective. We do not expect the boards of directors of both companies and by CTWS shareholders. Consummation of the Merger is subject to customary conditions, including, without limitation: approval by CTWS shareholders (which has been obtained); approval by certain regulators; the absence of any law or judgment prohibiting the consummation of the Merger; the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); each party’s performance in all material respects of its obligations contained in the Merger Agreement; and the absence of any material adverse effect on CTWS since the date of the Merger Agreement, which has not been ameliorated or cured.
On December 3, 2018, PURA issued a proposed final decision denying the application by SJW Group and CTWS for approval of the Merger. On December 5, 2018, PURA conditionally granted SJW Group’s and CTWS’s motion to suspend the schedule permitting SJW Group and CTWS to file new evidence that was unavailable before the close of the record in the proceeding for PURA’s consideration. On December 14, 2018, SJW Group and CTWS filed a motion to reopen the record and extend the procedural schedule to admit new evidence that was submitted concurrent with the motion (“Motion to Reopen”). On January 4, 2019, PURA denied the Motion to Reopen concluding that the concessions and offers of commitments did not constitute new evidence and to the extent that some of the filed material contains “new” evidence, the material was insufficient to warrant reopening. On January 9, 2019, SJW Group and CTWS withdrew their application before PURA. PURA closed the docket without issuing a final decision on January 11, 2019. After a thorough review conducted by the management and boards of both companies with the support of their respective local Connecticut regulatory counsel, on April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the Merger.
In support of the new application, SJW Group has made certain regulatory commitments, which are subject to PURA approval, that are designed to demonstrate that the Merger is in the public interest, including many which go beyond those included in the previous application. In this regard, the new application includes a commitment for CTWS’s Connecticut utilities not to file a general rate case for new base rates to become effective prior to January 1, 2021, as well as a provision for a bill credit for customers. In addition, SJW Group has committed that CTWS’s Connecticut utilities will not seek recovery, in rates, of the merger premium or other costs incurredgoodwill recognized in connection with the Merger. With respect to current CTWS's Connecticut employees, the new application provides that theretransaction will be no layoffsdeductible for income tax purposes.
Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not, reduce the fair value of a reporting unit below its carrying amount. SJW Group first performs a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test. In assessing the qualitative factors, SJW Group considers the impact of these key factors: change in industry and competitive environment, financial performance, macroeconomic conditions, and other relevant Company-specific events. If SJW Group determines that as a result of the Merger andqualitative assessment it is more likely than not (> 50% likelihood) that for at least three years following completion of the Merger, CTWS’s Connecticut utilities will maintain their current combined staffing levels. To enhance the independence and local control of CTWS and its Connecticut utilities, the new application provides that each of their boards of directors will havefair value is less than carrying amount, then a majority of independent directors and a majority of directors who reside in New England. SJW Group has also committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the risk that CTWS would be negatively impacted in the event of a bankruptcy or other adverse financial developments affecting SJW Group or its current affiliates, including the creation of a special purpose entity to hold SJW Group’s interest in CTWS. In addition, the new application provides that CTWS and its Connecticut utilities will be subject to a limitation on dividends in the event of certain credit rating downgrades or if payment of a dividend could result in CTWS being unable to maintain its weighted average consolidated equity ratio at or above a specified minimum. Additional commitments cover maintenance of Connecticut Water’s headquarters in Connecticut, environmental measures, operational matters, customer service and additional measures to support local control. On July 3, 2019, SJW Group and CTWS entered into a settlement with the Department of Energy and Environmental Protection and the Office of Consumer Counsel which modifies and adds commitments that will provide additional, direct long-term customer and environmental benefits, enhance local control and provide supplemental financial protections to customers. The revised commitments include converting to a one-time credit from a credit paid out over a one-year period, the addition of a customer credit provided to customers over a ten-year period, additional customer protections, numerous environmental commitments that have been enhanced or added and the addition of a

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


most favored nations clause with respect to Maine. Such most favored nations provision would guarantee that any additional commitments made by SJW Group and CTWS to the Maine Public Utilities Commission (“MPUC”) in connection with the Merger application would also be included in the PURA commitments in Connecticut. PURA has scheduled a hearing on July 26, 2019, to review the application andquantitative test is expected to issue a final decision by September 4, 2019.
On December 20, 2018, the MPUC staff issued a stay in the reorganization proceeding pending resolution of the regulatory filing in Connecticut. On January 10, 2019, following the withdrawal of the PURA application, the Maine Water Company notified the MPUC of such withdrawal in a status report. On January 23, 2019, the Maine Water Company filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. Later that day, the MPUC acknowledged receipt of the Maine Water Company’s notice and issued notice closing the docket. After a thorough review conducted by the management and boards of both companies with the support of their respective local Maine regulatory counsel, SJW Group and CTWS announced on February 20, 2019, that they intended to file for merger approval with MPUC during the second quarter of 2019. On May 3, 2019 Maine Water Company filed a new application for MPUC approval of the Merger. The application is consistent with the PURA application and Maine Water Company has agreed to regulatory commitments similar and proportional to those made in the PURA application, where applicable. Since May 3, 2019 the parties have engaged in discovery and preliminary settlement negotiations. The Maine Office of Public Advocate has retained a consultant to review the Merger; his testimony was filed on July 10, 2019.
In addition, because the prior clearance of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) was due to expire on April 27, 2019, SJW Group withdrew its prior HSR filing and refiled for clearance under the HSR Act on April 4, 2019. The Federal Trade Commission’s Premerger Notification Office granted early termination of the new HSR Act waiting period on April 15, 2019, extending the expiration to April, 15, 2020.
There is no guarantee that all of the closing conditions and approvals will be satisfied, and the failure to complete the Merger may adversely affect the financial condition and results of operations of SJW Group. For a description of certain risk factors related to the Merger, please see Part II, “Risk Factors” in SJW Group’s Form 10-Q in which these notes to financial statements are included, as well as Item 1A, “Risk Factors” in SJW Group’s Form 10-K for the year ended December 31, 2018.performed.

Note 12.Legal Proceedings
Class Action Suits Related to the Merger
On June 14, 2018, certain shareholders of CTWS filed two nearly identical class-action complaints in Connecticut state court against the CTWS board of directors, SJW Group, Eric W. Thornburg, Chairman, President and Chief Executive Officer of SJW Group, and CTWS. The complaints, as amended on September 18, 2018 and September 20, 2018, allege that the CTWS board breached its fiduciary duties in connection with the Merger, that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information and that SJW Group and Mr. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the actions seek to recover rescissory and other damages and attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit and intends to vigorously defend this litigation. The parties to the lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle the lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. On November 20, 2018, the plaintiffs filed an opening brief in support of their fee application. The initial stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay was to continue until May 29, 2019. On May 29, 2019, the court granted the parties’ motion to continue the stay and such stay was further extended until September 11, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time when the transaction closes. SJW Group has determined that the likelihood of loss related to these class-action complaints is remote.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, certain shareholders of CTWS filed two complaints, one individually and the other as a putative class action, in each case, in the United States District Court for the District of Connecticut against CTWS and the CTWS board of directors. The complaints allege that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the actions seek an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement;

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
June 30, 2019
(in thousands, except share and per share data)


(4) declaring that the defendants have violated Sections 14(a) and/or 20(a) of the Securities Exchange Act of 1934, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit. CTWS has entered into an agreement in principle to settle and release all claims that were or could have been alleged by the plaintiffs. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain additional disclosures, which CTWS included in the definitive proxy statement in connection with the Merger.
Billing Practice OII with CPUC
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water Company was named as Respondent. The OII will determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears. By a decision adopted November 29, 2018, in San Jose Water Company’s then-pending GRC, the CPUC approved a settlement to resolve the alleged overcharging issue for the period since June 2011 by requiring customer credits to customers totaling $2,020. That amount was refunded to customers pursuant to San Jose Water Company’s Advice Letter No. 530, effective February 8, 2019. See discussion on the matter in Note 8, “Regulatory Rate Filings.” On July 24, 2019, San Jose Water Company and CPED jointly filed a motion for CPUC approval of a Settlement Agreement (“Agreement”) over San Jose Water Company’s past customer billing practices. The Agreement requires the company to pay approximately $2,100 in customer credits, consisting of $1,757 for refunds during the period from 1987 to 2011 and an additional $350 in customer credits to low income water customers, and invest $5,000 in utility plant that is not allowed an investment return or rate recovery. San Jose Water Company has recorded the $2,100 customer credit expense as an offset to revenues in the accompanying June 30, 2019, Condensed Consolidated Statements of Comprehensive Income. The $5,000 commitment to invest in utility plant will be recognized as plant in service on the company’s financial statements once invested. The Agreement is subject to final approval by the CPUC which is expected in the third quarter of 2019.
SJW Group is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Group or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Group’s business, financial position, results of operations or cash flows.



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollar amounts in thousands, except per share amounts and otherwise noted)
The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Group’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.
This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Group and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Group and its subsidiaries and the industries in which SJW Group and its subsidiaries operate and the beliefs and assumptions of the management of SJW Group. Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “seeks,” “plans,” “projects,” “may,” “should,” “will,” and variation of such words, and similar expressions. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actualActual results may differ materially and adversely from those currently anticipated and expressed in anysuch forward-looking statements. Importantstatements as a result of a number of factors. For more information about such forward-looking statements, including some of the factors that could cause or contribute to such differences include, but are not limited to, those discussedmay affect our actual results, please see our disclosures under “Forward-Looking Statements,” and elsewhere in this report and our most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”) under the items entitled “Risk Factors,” and in other reports SJW Group files with the SEC, specifically the most recent reports on Form 10-Q, and Form 8-K, each as it may be amended from time to time. SJW Group undertakes no obligation to update or revise the information contained in this report, including the forward-looking statements, to reflect any event or circumstance that may arise after the date of this report.Item 1A under “Risk Factors.”

General:
SJW Group is a holding company with four wholly-owned subsidiaries: San Jose Water Company (“SJWC”), SJWNE LLC, SJWTX, Inc., and SJW Land Company, and Hydro Sub, Inc.Company.
San Jose Water CompanySJWC is a public utility in the business of providing water service to approximately 231,000 connections that serve a population of approximately one million people in an area comprising approximately 138139 square miles in the metropolitan San Jose, California area.
The principal business of San Jose Water CompanySJWC consists of the production, purchase, storage, purification, distribution, wholesale, and retail sale of water. San Jose Water CompanySJWC provides water service to customers in portions of the cities of San Jose and Cupertino and in the cities of Campbell, Monte Sereno, Saratoga and the Town of Los Gatos, and adjacent unincorporated territories, all in the County of Santa Clara in the State of California. San Jose Water CompanySJWC distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water CompanySJWC also provides non-tariffed services under agreements with municipalities and other utilities. These non-tariffed services include water system operations, maintenance agreements, and antenna site leases.
San Jose Water CompanySJWC has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage, and all water facilities, equipment, office buildings and other property necessary to supply its customers. Under Section 851 of the California Public Utilities Code, properties currently used and useful in providing utilities services cannot be disposed of unless California Public Utilities Commission (“CPUC”) approval is obtained.
San Jose Water CompanySJWC also has approximately 411 acres of nonutility property which has been identified as no longer used and useful in providing utility services. The majority of the properties are located in the hillside areas adjacent to San Jose Water Company’sSJWC’s various watershed properties.
SJWNE LLC, which is a wholly-owned subsidiary of SJW Group, is the holding company for Connecticut Water Service, Inc. (“CTWS”). CTWS became a wholly-owned subsidiary of SJWNE LLC as part of the merger transaction between SJW Group and CTWS that was completed on October 9, 2019. CTWS, headquartered in Connecticut, serves as a holding company for water utility companies providing water service to approximately 138,000 connections that serve a population of approximately 484,000 people in 80 municipalities throughout Connecticut and Maine and more than 3,000 wastewater connections in Southbury, Connecticut. The subsidiaries held by CTWS that provide utility water services are The Connecticut Water Company (“Connecticut Water”), The Heritage Village Water Company (“HVWC”), The Avon Water Company (“Avon Water”) and The Maine Water Company (“Maine Water”). The remaining two subsidiaries are Chester Realty, Inc., a real estate company in Connecticut, and New England Water Utility Services, Inc. (“NEWUS”), which provides contract water and sewer operations and other water related services.
CTWS also offers Linebacker, an optional service line protection program offered by CTWS to eligible residential customers through NEWUS in Connecticut and Maine Water in Maine covering the cost of repairs for leaking or broken water service lines which provide drinking water to a customer’s home. For customers who enroll in this program, CTWS will repair or replace a leaking or broken water service line and related equipment. Additionally, NEWUS offers expanded coverage to Connecticut Water customers for failure of in-home plumbing, sewer and septic drainage lines and implemented modified terms and conditions with limitations on certain coverages.
The properties of CTWS’s subsidiaries consist of land, easements, rights (including water rights), buildings, reservoirs, standpipes, dams, wells, supply lines, water treatment plants, pumping plants, transmission and distribution mains and other


facilities and equipment used for the collection, purification, storage and distribution of water throughout Connecticut and Maine. In certain cases, Connecticut Water and Maine Water are or may be a party to limited contractual arrangements for the provision of water supply from neighboring utilities.
SJWTX, Inc., doing business as Canyon Lake Water Service Company (“CLWSC”), is a public utility in the business of providing water service to approximately 17,00019,000 connections that serve approximately 51,00055,000 people. CLWSC’s service area comprises more than 246247 square miles in the southern region of the Texas Hill Country in Blanco, Comal, Hays and Travis counties, the growing region between San Antonio and Austin, Texas. SJWTX, Inc. has a 25% interest in Acequia Water Supply Corporation (“Acequia”). The water supply corporation has been determined to be a variable interest entity within the scope of ASC Topic 810 with SJWTX, Inc. as the primary beneficiary. As a result, Acequia has been consolidated with SJWTX, Inc.


SJW Land Company owned the following real properties during the six months ended June 30, 2019:
        
% for Six months ended
June 30, 2019
of SJW Land Company
Description Location Acreage Square Footage Revenue Expense
Warehouse building Knoxville, Tennessee 30 361,500 45% 39%
Commercial building Knoxville, Tennessee 15 135,000 55% 61%
Undeveloped land and parking lot Knoxville, Tennessee 10 N/A N/A
 N/A
Undeveloped land San Jose, California 103 N/A N/A
 N/A
owns undeveloped land and operates commercial buildings in Tennessee. SJW Land Company also owns a 70% limited partnership interest in 444 West Santa Clara Street, L.P. which operated a California commercial property that was sold in the second quarter of 2017. The limited partnership has been determined to be a variable interest entity within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 - “Consolidation” with SJW Land Company as the primary beneficiary, and as a result, has been consolidated with SJW Land Company.
Hydro Sub, Inc., a wholly-owned subsidiary of SJW Group, is a Connecticut corporation that was formed on March 9, 2018, forLand Company owned the sole purpose of effecting the proposed merger of SJW Group and Connecticut Water Service, Inc. (“CTWS”) (the “Merger”). On March 14, 2018, SJW Group, Hydro Sub, Inc. and CTWS entered into an Agreement and Plan of Merger for SJW Group to effect a merger with CTWS in an all-stock transaction. On August 5, 2018, SJW Group, Hydro Sub, Inc. and CTWS entered into a Second Amended and Restated Agreement & Plan of Merger (as amended, the “Merger Agreement”), which provided, among other things, that SJW Group will acquire CTWS in an all-cash transaction. Under the terms of the Merger Agreement, at the closing of the Merger, each issued and then outstanding share of common stock of CTWS will be automatically converted into the right to receive an amount in cash equal to $70.00 per share. The transaction was approved by the boards of directors of both companies and on November 16, 2018 by CTWS shareholders and is subject to the satisfaction of customary closing conditions and approval by certain regulators. Under certain circumstances, SJW Group will be obligated to pay a termination fee of $42.5 million to CTWS if the Merger Agreement is terminated by SJW Group, including without limitation in the event that SJW Group materially breaches its non-solicitation obligations or SJW Group enters into an alternative acquisition agreement, in each case subject to the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, SJW Group may be required to reimburse CTWS up to $5 million of certain fees and expenses (any termination fee payable by SJW Group under the Merger Agreement would be reduced by such amount) if the Merger Agreement is terminated under certain circumstances. Recent updates related to the Merger include the following:
On December 3, 2018, the Connecticut Public Utilities Regulatory Authority (“PURA”) issued a proposed final decision denying the application by SJW Group and CTWS for approval of the Merger. On December 5, 2018, PURA conditionally granted SJW Group’s and CTWS’s motion to suspend the schedule permitting SJW Group and CTWS to file new evidence that was unavailable before the close of the record in the proceeding for PURA’s consideration. On December 14, 2018, SJW Group and CTWS filed a motion to reopen the record and extend the procedural schedule to admit new evidence that was submitted concurrent with the motion (“Motion to Reopen”). On January 4, 2019, PURA denied the Motion to Reopen, concluding that the concessions and offers of commitments did not constitute new evidence and to the extent that some of the filed material contained “new” evidence, the material was insufficient to warrant reopening. On January 9, 2019, SJW Group and CTWS withdrew their application before PURA . PURA closed the docket without issuing a final decision on January 11, 2019. After a thorough review conducted by the management and boards of both companies with the support of their respective local Connecticut regulatory counsel, on April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the Merger.
In support of the new application, SJW Group has made certain regulatory commitments, which are subject to PURA approval, that are designed to demonstrate that the Merger is in the public interest, including many which go beyond those included in the previous application. In this regard, the new application includes a commitment for CTWS’s Connecticut utilities not to file a general rate case for new base rates to become effective prior to January 1, 2021, as well as to provide a bill credit for customers for CTWS’s Connecticut utilities. In addition, SJW Group has committed that CTWS’s Connecticut utilities will not seek recovery in rates, of the merger premium or other costs incurred in connection with the Merger. With respect to current CTWS's Connecticut employees, the new application provides that there will be no layoffs as a result of the Merger and that, for at least three years following completion of the Merger, CTWS’s Connecticut utilities will maintain their current combined staffing levels. To enhance the independence and local control of CTWS and its Connecticut utilities, the new application provides that each of their boards of directors will have a majority of independent directors and a majority of directors who reside in New England. SJW Group has also committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the risk that CTWS would be negatively impacted in the event of a bankruptcy or other


adverse financial developments affecting SJW Group or its current affiliates, including the creation of a special purpose entity to hold SJW Group’s interest in CTWS. In addition, the new application provides that CTWS and its Connecticut utilities will be subject to a limitation on dividends in the event of certain credit rating downgrades or if payment of a dividend could result in CTWS being unable to maintain its weighted average consolidated equity ratio at or above a specified minimum. Additional commitments cover maintenance of Connecticut Water’s headquarters in Connecticut, environmental measures, operational matters, customer service and additional measures to support local control. On July 3, 2019, SJW Group and CTWS entered into a settlement with the Department of Energy and Environmental Protection and the Office of Consumer Counsel which modifies and adds commitments that will provide additional, direct long-term customer and environmental benefits, enhance local control and provide supplemental financial protections to customers. The revised commitments include converting to a one-time credit from a credit paid out over a one-year period, the addition of a customer credit provided to customers over a ten-year period, additional customer protections, numerous environmental commitments that have been enhanced or added and the addition of a most favored nations clause with respect to Maine. PURA has scheduled a hearing on July 26, 2019 to review the settlement and is expected to issue a final decision by September 4, 2019.
On December 20, 2018, the Maine Public Utilities Commission (“MPUC”) staff issued a stay in the reorganization proceeding pending resolution of the regulatory filing with PURA. On January 10, 2019, following the withdrawal of the PURA application, the Maine Water Company notified the MPUC of such withdrawal in a status report. On January 23, 2019, the Maine Water Company filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. Later that day, the MPUC acknowledged receipt of the Maine Water Company’s notice and issued notice closing the docket. After a thorough review conducted by the management and boards of both companies with the support of their respective local Maine regulatory counsel, SJW Group and CTWS announced on February 20, 2019, that they intended to file for merger approval with MPUCreal properties during the second quarter of 2019. On May 3, 2019, Maine Water Company filed a new application for the MPUC approval of the Merger. The application is consistent with the PURA Application and Maine Water Company has agreed to regulatory commitments similar and proportional to those made in the PURA application. Since May 3, 2019, the parties have engaged in discovery and preliminary settlement negotiations. On July 10, 2019, the Maine Office of Public Advocate (“OPA”) filed direct testimony stating that the Merger as proposed did not meet the statutory criteria for approval, but the OPA also noted that it might support (or not oppose) the Merger application if the Merger were subject to certain conditions, including significant protections to insulate ratepayers from financial risk associated with the Merger. The OPA further indicated that they would continue to work with the parties on conditional approval, and the OPA has continued to engage in settlement discussions. A final date for resolution of the Maine proceeding has not been set, but the parties have discussed concluding the case no later than September.
While SJW Group believes that no prior authorization of the California Public Utilities Commission (“CPUC”) is required for the Merger, the CPUC previously issued an Order Instituting Investigation (“OII”) to investigate the Merger, to consider whether it is subject to CPUC approval and its likely impacts within California. The assigned commissioner’s Scoping Memo issued September 7, 2018, had adopted a schedule providing for the CPUC to vote on a proposed decision in December 2018. However, as a result of unexpected delays in the CPUC’s scheduling of a planned public participation hearing, which was held January 31, 2019, issuance of a proposed decision was initially delayed. On March 4, 2019, the presiding administrative law judge suspended the CPUC investigation until a final decision is issued by PURA. We are unable to predict what action, if any, the CPUC will take with respect to the Merger upon the conclusion of the OII proceeding and the impact of any such action to the timing, completion or benefits of the Merger. For a further description of certain risk factors relating to the Merger, please see the section beginning “The CPUC has initiated an investigation into the Merger…” in Item 1A, “Risk Factors” in SJW Group’s Form 10-Q for the quartersix months ended June 30, 2019.2020:
In addition, because the prior clearance
        
% for Six months ended
June 30, 2020
of SJW Land Company
Description Location Acreage Square Footage Revenue Expense
Warehouse building Knoxville, Tennessee 30 361,500 46% 40%
Commercial building Knoxville, Tennessee 15 135,000 54% 60%
Undeveloped land and parking lot Knoxville, Tennessee 10 N/A N/A
 N/A
Undeveloped land San Jose, California 103 N/A N/A
 N/A
As of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) was due to expire on April 27, 2019, SJW Group withdrew its prior HSR filing and refiled for clearance under the HSR Act on April 4, 2019. The Federal Trade Commission’s Premerger Notification Office granted early termination of the new HSR Act waiting period on April 15, 2019, extending the expiration to April 15, 2020.
There is no guarantee that the Merger will be completed, and the failure to complete the proposed merger may adversely affect the financial condition and results of operations of the company. For a description of certain risk factors relating to the Merger, please see Item 1A, “Risk Factors” in SJW Group’s Form 10-Q for the quarter ended June 30, 2019.2020, Chester Realty, Inc. owns less than 100 acres of property in the State of Connecticut.



Business Strategy for Water Utility Services:
SJW Group focuses its business initiatives in three strategic areas:
(1)Regional regulated water utility operations;
(2)Regional non-tariffed water utility related services provided in accordance with the guidelines established by the CPUC in California, andthe Public Utilities Regulatory Authority in Connecticut (“PURA”), the Public Utilities Commission of Texas (“PUCT”) in Texas;Texas, and the Maine Public Utilities Commission (“MPUC”) in Maine; and
(3)Out-of-region water and utility related services.
As part of our pursuit of the above three strategic areas, we consider from time to time opportunities to acquire businesses and assets, including the Merger.recent CTWS merger which closed on October 9, 2019. However, we cannot be certain we will be successful in identifying and consummating any strategic business combination or acquisitions relating to such opportunities. In addition, the execution of our business strategy will expose us to different risks than those associated with the current utility operations. We expect to incur costs in connection with the execution of this strategy and any integration of an acquired business could involve significant costs, the assumption of certain known and unknown liabilities related to the acquired assets, the diversion of management’s time and resources, the potential for a negative impact on SJW Group’s financial position and operating results, entering markets in which SJW Group has no or limited direct prior experience and the potential loss of key employees of any acquired company. Any strategic combination or acquisition we decide to undertake may also impact our ability to finance our business, affect our compliance with regulatory requirements, and impose additional burdens on our operations. Any businesses we acquire may not achieve sales, customer growth and projected profitability that would justify the investment. Any difficulties we encounter in the integration process, including the integration of controls necessary for internal control and financial reporting, could interfere with our operations, reduce our operating margins and adversely affect our internal controls. SJW Group cannot be certain that any transaction will be successful or that it will not materially harm operating results or our financial condition.


Real Estate Services:
SJW Group’s real estate investment activity is conducted through SJW Land Company. As noted above, SJW Land Company owns undeveloped land and operates commercial buildings in Tennessee. SJW Land Company also owns a limited partnership interest in 444 West Santa Clara Street, L.P. The partnership ownedhad a commercial building in San Jose, California that was sold in the second quarter of 2017.
SJW Land Company manages its income producing and other properties until such time a determination is made to reinvest proceeds from the sale of such properties. Chester Realty, Inc. owns and operates land and commercial buildings in the State of Connecticut. Chester Realty, Inc. manages its income producing and other properties until such time a determination is made to reinvest proceeds from the sale of such properties. SJW Land Company and Chester Realty, Inc.’s real estate investments diversify SJW Group’s asset base.

Critical Accounting Policies:
The discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 20182019 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2018,2019, that was filed with the SEC on February 27, 2019.March 2, 2020.
Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2018.2019. There have been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 20182019 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2018.2019.

New Accounting Pronouncements:
In August 2018, the FASB issued ASUAccounting Standards Update (“ASU”) 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20: “Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans,” which aims to improve the overall usefulness of disclosure to financial statement users and reduce unnecessary costs to companies when preparing defined benefit plan disclosures.  This update is effective for SJW Group duringGroup’s Form 10-K for the year ending December 31, 2020.  Retrospective adoption is required and early adoption is permitted.  Management is currently evaluating the effect that the new standard will have on its defined benefit plan disclosures.
  
Results of Operations:
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.

Coronavirus (“COVID-19”) Update

See “Revenue”In 2020, the outbreak of COVID-19 has had significant impact on the global economy.  SJW Group has taken precautions to protect the health and safety of employees, customers and the community while continuing to deliver safe and reliable water service as we are deemed to be an essential service provider.  SJW Group’s response to the COVID-19 outbreak continues to rapidly evolve and has included: (i) suspending service disconnections for non-payments pursuant to orders from certain state regulators, which will remain in Note 1effect over other existing requirements governing disconnections for specified durations with the longest extending to April 2021; (ii) waiving reconnection or facilities fees for affected customers and suspending deposit requirements for affected customers who must reconnect to the systems; (iii) the temporary closure of Notes to Unaudited Condensed Consolidated Financial Statementsour walk-in customer payment centers where they were provided; (iv) increasing the number of employees telecommuting; and (v) delaying some capital improvement projects at our water utilities.  Although, we do not believe the COVID-19 pandemic has materially adversely affected SJW Group’s financial results and business operations for a discussionthe six months ended June 30, 2020, the full impact of the California droughtpandemic is uncertain.  SJW Group continues to monitor developments affecting our business, employees and politicalsuppliers and regulatory activities that have occurred.will take additional precautions as management believes is necessary. 
Overview
SJW Group’s consolidated net income for the three months ended June 30, 2019,2020, was $13,538,$19,721, an increase of $667,$6,183, or approximately 5%46%, from $12,871$13,538 for the same period in 2018.2019. SJW Group’s consolidated net income for the six months ended June 30, 2019,2020, was $19,411,$22,138, an increase of $5,255,$2,727, or approximately 37%14%, from $14,156$19,411 for the same period in 2018.2019. The increase in net income for the three and six months ended June 30, 2019,2020, was primarily due to an increase in operating revenueaddition of net income from the


company’s new SJWNE LLC’s subsidiary CTWS as a result of higher customer water ratesthe merger and the net recognition of certain balancing and memorandum accounts, an increase in interest income earned on the money market fund investment,revenue at SJWC due to increased customer usage and a decrease in costs incurred related to our proposed merger with CTWS. These items werehigher average rates, partially offset by an increase in production expenses at SJWC due to higher per unit costs for purchaseda decrease in the use of available surface water groundwater extraction and energy charges, an increase in generalcustomer usage, an increase in interest on long-term debt due to the debt issued to acquire CTWS and administrative expenses,issuance of SJWC’s Series M Note, and an increase in depreciation expensesexpense due to assets placed in service in 2018, The increase in net income for the six months ended June 30, 2019, was primarily due to an increase in operating revenue as a result of higher customer water rates and net recognition of certain balancing and memorandum accounts, a decrease in production expenses due to an increase in the use of available surface water, an increase in interest income earned on the proceeds from the equity offering in December 2018, and a decrease in costs incurred related to the proposed merger with CTWS, offset by an increase in general and administrative expenses, and an increase in depreciation expenses due to assets placed in service in 2018.

2019.
Operating Revenue
Operating Revenue by SegmentOperating Revenue by Segment
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Water Utility Services$101,596
 97,765
 $177,912
 171,466
$145,765
 101,596
 $260,149
 177,912
Real Estate Services1,369
 1,321
 2,735
 2,662
1,444
 1,369
 2,814
 2,735
$102,965
 99,086
 $180,647
 174,128
$147,209
 102,965
 $262,963
 180,647
The change in consolidated operating revenues was due to the following factors:
Three months ended
June 30,
2019 vs. 2018
 
Six months ended
 June 30,
2019 vs. 2018
Three months ended
June 30,
2020 vs. 2019
 
Six months ended
 June 30,
2020 vs. 2019
Increase/(decrease) Increase/(decrease)Increase/(decrease) Increase/(decrease)
Water Utility Services:              
Consumption changes$(2,170) (2)% $(6,023) (4)%$8,386
 8 % $14,415
 8%
Increase in customers855
 1 % 1,655
 1 %511
 1 % 936
 1%
Rate increases3,624
 4 % 6,741
 4 %1,566
 1 % 5,074
 3%
OII customer rate credits(2,100) (2)% (2,100) (1)%2,200
 2 % 2,200
 1%
Balancing and memorandum accounts:

   

  

   

  
Water Conservation Memorandum Account (“WCMA”)(2,661) (3)% (3,470) (2)%(1,269) (1)% (129) %
Cost of capital memorandum account190
  % 1,346
 1 %
Tax memorandum account4,523
 4 % 5,415
 3 %
Tax regulatory liability - Texas(37)  % (130)  %
All others1,607
 2 % 3,012
 2 %(67)  % (505) %
SJWNE LLC32,842
 32 % 60,246
 33%
Real Estate Services48
  % 73
  %75
  % 79
 %
$3,879
 4 % $6,519
 4 %$44,244
 43 % $82,316
 46%
Operating Expense
Operating Expense by SegmentOperating Expense by Segment
Three months ended June 30, Six months ended June 30,Three months ended June 30, Six months ended June 30,
2019 2018 2019 20182020 2019 2020 2019
Water Utility Services$76,920
 71,920
 $138,346
 134,509
$108,944
 76,920
 $206,322
 138,346
Real Estate Services1,008
 891
 1,899
 1,740
850
 1,008
 1,681
 1,899
All Other3,066
 3,476
 6,023
 7,749
1,345
 3,066
 3,463
 6,023
$80,994
 76,287
 $146,268
 143,998
$111,139
 80,994
 $211,466
 146,268



The change in consolidated operating expenses was due to the following factors:
Three months ended
June 30,
2019 vs. 2018
 Six months ended
June 30,
2019 vs. 2018
Three months ended
June 30,
2020 vs. 2019
 Six months ended
June 30,
2020 vs. 2019
Increase/(decrease) Increase/(decrease)Increase/(decrease) Increase/(decrease)
Water production expenses:              
Change in surface water use$(3,033) (4)% $(7,298) (5)%$6,673
 8 % $12,110
 8 %
Change in usage and new customers(600) (1)% (2,965) (2)%2,912
 4 % 8,204
 6 %
Purchased water and groundwater extraction charge and energy price increase3,638
 5 % 6,362
 4 %1,459
 2 % 2,982
 2 %
Balancing and memorandum accounts cost recovery2,247
 3 % 2,509
 2 %(1,891) (2)% (3,403) (2)%
SJWNE LLC6,892
 8 % 13,148
 9 %
Total water production expenses2,252
 3 % (1,392) (1)%16,045
 20 % 33,041
 23 %
Administrative and general1,488
 2 % 2,233
 2 %4,264
 5 % 13,820
 9 %
Balance and memorandum account cost recovery(38)  % (60)  %100
  % (131)  %
Maintenance133
  % (2)  %605
 1 % 2,366
 2 %
Property taxes and other non-income taxes398
  % 660
 1 %3,254
 4 % 6,589
 5 %
Depreciation and amortization1,445
 2 % 3,007
 2 %7,652
 9 % 13,889
 9 %
Merger related expenses(971) (1)% (2,176) (2)%(1,775) (2)% (4,376) (3)%
$4,707
 6 % $2,270
 2 %$30,145
 37 % $65,198
 45 %
Sources of Water Supply
San Jose Water Company’sSJWC’s water supply consists of groundwater from wells, surface water from watershed run-off and diversion, reclaimed water, and imported water purchased from the Santa Clara Valley Water District (“SCVWD”Valley Water”) under the terms of a master contract with SCVWDValley Water expiring in 2051. Surface water is the least expensive source of water. Changes and variations in quantities from each of these sources affect the overall mix of the water supply, thereby affecting the cost of the water supply. In addition, the water rate for purchased water and the groundwater extraction charge may be increased by the SCVWDValley Water at any time. If an increase occurs, then San Jose Water CompanySJWC would file an advice letter with the CPUC seeking authorization to increase revenues to offset the cost increase.
On July 1, 2020, Valley Water’s 10 reservoirs were approximately 37% of total capacity with 61,462 acre-feet of water in storage, which is 63% of the twenty-year average for this date. As reported by the Valley Water, there was 8.82 inches of rainfall in San Jose during the current annual rainfall season that commenced on July 1, 2019. Rainfall at SJWC’s Lake Elsman was measured at 30.26 inches during the current rainfall season. Under normal hydrologic conditions, state and federal water allocations represent approximately 40% of the Valley Water’s total annual water supply. As of July 1, 2020, Valley Water reported that allocations from the state and federal water project are approximately 20% and 70%, respectively, of amounts requested in 2020. Valley Water also reported that the managed groundwater recharge from January to June in the Santa Clara Plain was 87% of the five-year average. The groundwater level in the Santa Clara Plain is approximately 19 feet lower than a year ago in June and 7 feet lower than the five-year average. According to Valley Water, the projected total groundwater storage at the end of 2020 is expected to fall within the normal stage of the Valley Water’s Water Shortage Contingency Plan.
On July 1, 2020, SJWC’s Lake Elsman contained 2,234 acre-feet of water, of which approximately 1,774 acre-feet can be utilized for treatment. This Lake Elsman volume represents 55% of the five-year average which reflects the low winter rainfall we experienced in our Santa Cruz mountains watershed. Local surface water is a less costly source of water than groundwater or purchased water and its availability significantly impacts SJWC’s results of operations. SJWC will utilize surface water and additional water from its portfolio of groundwater supplies to supplement imported water from the Valley Water. Production from the Montevina Surface Water Treatment Plant through the second quarter was 710 million gallons, which is 43% of the five-year average. Production at SJWC’s smaller Saratoga Water Treatment Plant through the second quarter was 111 million gallons, which is 46% of the five-year average. Saratoga Water Treatment Plant was taken out of service during the second quarter due to lack of run-off from Saratoga Creek and remains offline. SJWC believes that its various water supply sources will be sufficient to meet customer demand through the remainder of 2020.
The Connecticut water utility services’ infrastructure consists of 65 noncontiguous water systems in the State of Connecticut.  These systems, in total, consist of approximately 1,800 miles of water main and reservoir storage capacity of 2.4 billion gallons.  The dependable yield from our 235 active wells and 18 surface water supplies is approximately 65 million gallons per day.  Water sources vary among the individual systems, but overall approximately 80% of the total dependable yield comes from surface water supplies and 20% from wells.


CLWSC’s water supply consists of groundwater from wells and purchased treated and untreated raw water from local water agencies. CLWSC has long-term agreements with the Guadalupe-Blanco River Authority (“GBRA”), which expire in 2037, 2040, 2044 and 2050. The agreements, which are take-or-pay contracts, provide CLWSC with an aggregate of 6,900 acre-feet of water per year from Canyon Lake at prices that may be adjusted periodically by GBRA. CLWSC also has raw water supply agreements with the Lower Colorado River Authority (“LCRA”) and West Travis Public Utility Agency (“WTPUA”) expiring in 2053 and 2046, respectively, to provide for 250350 acre-feet of water per year from Lake Austin and the Colorado River, respectively, at prices that may be adjusted periodically by the agencies. Production wells located in a Comal Trinity Groundwater Conservation District, a regulated portion of the Trinity aquifer, are charged a groundwater pump tax based upon usage. With service area conditions shifting to an Abnormally Dry drought condition in most of our Texas service area, with very high usage and little rain In the forecast,  CLWSC began implementation of Stage 1 of its Drought Management Plan on July 13, 2020. This was done in coordination with neighboring municipalities with which it shares water supply sources.  Stage 1 limits lawn irrigation systems to twice per week watering and signals to customers the need to pursue conservation. CLWSC believes that, with the judicious implementation of its Drought Management Plan, its water supply sources will be sufficient to meet customer demand through the remainder of 2020.
Maine Water’s infrastructure consists of 12 noncontiguous water systems in the State of Maine.  These systems, in total, consists of approximately 500 miles of water main and reservoir storage capacity of 7.0 billion gallons.  The dependable yield from our 14 active wells and 7 surface water supplies is approximately 120 million gallons per day.  Water sources vary among the individual systems, but overall approximately 80% of the total dependable yield comes from surface water supplies and 20% from wells.
The following table presents the change in sources of water supply, in million gallons, for Water Utility Services:
Three months ended June 30, 
Increase/
(decrease)
 % of Total Change Six months ended June 30, 
Increase/
(decrease)
 % of Total ChangeThree months ended June 30, 
Increase/
(decrease)
 % of Total Change Six months ended June 30, 
Increase/
(decrease)
 % of Total Change
2019 2018 2019 2018 2020 2019 2020 2019 
Purchased water5,941
 6,402
 (461) (4)% 9,103
 10,258
 (1,155) (6)%5,891
 5,941
 (50)  % 9,526
 9,103
 423
 2%
Groundwater2,402
 2,874
 (472) (4)% 4,235
 5,652
 (1,417) (8)%5,499
 2,402
 3,097
 30 % 9,844
 4,235
 5,609
 33%
Surface water1,885
 1,167
 718
 7 % 3,462
 1,704
 1,758
 10 %2,387
 1,885
 502
 5 % 4,438
 3,462
 976
 6%
Reclaimed water179
 181
 (2)  % 224
 251
 (27)  %86
 179
 (93) (1)% 172
 224
 (52) %
10,407
 10,624
 (217) (1)% 17,024
 17,865
 (841) (4)%13,863
 10,407
 3,456
 34 % 23,980
 17,024
 6,956
 41%
The changes in the source of supply mix were consistent with the changes in the water production expenses.
Unaccounted-forSJWC’s unaccounted-for water on a 12-month-to-date basis for June 30, 2020, and 2019 approximated 6.4% and 2018 approximated 7.8%7.1%, respectively, as a percentage of total production. The unaccounted-for water estimate is based on the results of past experience and the impact of flows through the system, partially offset by Water Utility Services’SJWC’s main replacements and lost water reduction programs.
CTWS’s unaccounted-for water on an acquisition-to-date basis for the period ending June 30, 2020 was approximately 16.7% as a percentage of total production. The unaccounted-for water estimate is based on the results of past experience and the impact of flows through CTWS’s systems, unadjusted for any required system flushing, partially offset by Water Infrastructure Conservation Adjustment (“WICA”) and Water Infrastructure Surcharge (“WISC”) main replacement programs and lost water reduction initiatives.
Water Production Expenses
The change in water production expenses for the three and six months ended June 30, 2019,2020, compared to the same periodsperiod in 2018,2019, was primarily attributable to increased use of surface water andthe new SJWNE LLC subsidiary operations, a decrease in available surface water for SJWC, an increase in customer usage offset byand higher per unit


costs for purchased water, groundwater extraction and energy charges, andoffset by a decrease in cost-recovery balancing and memorandum accounts. Effective July 1, 2018, SCVWD2019, Valley Water increased the unit price of purchased water by approximately 9%6.1% and the groundwater extraction charge by approximately 10%6.6%. San Jose Water Company was notified by the SCVWD that the unit price of purchased water and the groundwater extraction charge was increased 6.1% and 6.6%, respectively, effective July 1, 2019.
Other Operating Expenses
Operating expenses, excluding water production expenses, increased $2,455$14,100 for the three months ended June 30, 2019,2020, compared to the same period in 2018.2019. The increase was primarily attributable to an increase of $1,450 in administrative and general expenses primarily$14,187 due to annual wage increases, integration costs for the proposed merger with CTWSnew SJWNE LLC subsidiary operations, and contracted work, an increase of $1,445 in depreciation and amortization expense due to increases in utility plant, an increase in property and other non-income taxes of $398 primarily due to an increase in utility plant additions and annual assessments and an increase of $133 in maintenance expenses. These increases werepartially offset partially by a decrease of $971 in merger related expenses incurred in connection withdue to the company’s proposedcompletion of our merger with CTWS.
Operating expenses, excluding water production expenses, increased $3,662$32,157 for the six months ended June 30, 2019,2020, compared to the same period in 2018.2019. The increase was primarily attributable to an increase of $3,007$30,159 due to the new SJWNE LLC subsidiary operations, and increases in administrative and general expenses primarily due to an increase in accounting


fees and contracted work, and depreciation and amortization expense due to increases in utility plant, an increase of $2,173 in administrative and general expenses primarily due to annual wage increases, integration costs for the pending merger with CTWS and contracted work, an increase in property and other non-income taxes of $660 primarily due to an increase in utility plant additions and annual assessments. These increases werepartially offset partially by a decrease of $2,176 in merger related expenses incurred in connection withdue to the company’s proposedcompletion of our merger with CTWS and a decrease in maintenance expenses.CTWS.
Other (Expense) Income
For the three and six months ended June 30, 2019,2020, compared to the same periods in 2018,2019, the change in other (expense) income was primarily due to an increase in interest on long-term debt as a result of the issuance of SJW Group’s Series 2019A, B and C notes and SJWC’s Series M note. In addition, interest income earned ondecreased due to use of previously invested money market funds for the invested proceeds from the equity offering in December 2018.merger with CTWS.
Provision for Income Taxes
For the three and six months ended June 30, 2019,2020, compared to the same period in 2018,2019, income tax expense increased $124$18 and $2,749,decreased $1,589, respectively. The increasedecrease in income tax expense for the six months ended June 30, 2020 is primarily due to a higher pre-tax income.the effect of flow-through tax benefits of certain CTWS tax attributes. The effective consolidated income tax rates were 18% and 23% and 24% for the three months ended June 30, 20192020, and 2018,2019, respectively, and 24%17% and 20%24% for the six months ended June 30, 2019,2020, and 2018,2019, respectively. The lower effective tax raterates for the three and six months ended June 30, 2018 was2020, were primarily due to recognitionflow-through tax benefits.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act includes, among other items, measures concerning income taxes. Many of excessthe CARES Act’s requirements are subject to further clarification. SJW Group has considered the income tax benefitsimplications of $764 relating to stock-based compensation. In comparison, the excessCARES Act in its estimated tax benefits recognized forprovision and does not believe it will materially impact the six months ended June 30, 2019 was $64.company’s year end tax rate.
SJW Group expects the regulators and the Internal Revenue Service to issue guidance in future periods that will determine the final disposition of the excess deferred taxes and other impacts of the Tax Act.Cuts and Jobs Act (H.R. 1). At this time, the company has applied a reasonable interpretation of the Tax Act, although futureAct. Future clarification of the Tax Act and regulatory decisions may change the amounts estimated.
Water Supply
On July 1, 2019, SCVWD’s 10 reservoirs were approximately 60% of total capacity with 100,322 acre-feet of water in storage, which is 100% of the twenty-year average for this date. As reported by the SCVWD, there was 15.67 inches of rainfall in San Jose during the current annual rainfall season that commenced on July 1, 2018. Rainfall at San Jose Water Company’s Lake Elsman was measured at 62.99 inches during the current rainfall season. Under normal hydrologic conditions, state and federal water allocations represent approximately 40% of the SCVWD’s total annual water supply. As of July 1, 2019, the SCVWD reported that allocations from the state and federal water project are approximately 75% and 100%, respectively, of amounts requested in 2019. SCVWD also reported that the managed groundwater recharge from January to June in the Santa Clara Plain was 84% of the five-year average. The groundwater level in the Santa Clara Plain is approximately the same as last June and 23 feet higher than the five-year average. According to SCVWD, the projected total groundwater storage at the end of 2019 is expected to fall within the normal stage of the SCVWD’s Water Shortage Contingency Plan.
On July 1, 2019, San Jose Water Company’s Lake Elsman contained 5,033 acre-feet of water, of which approximately 4,573 acre-feet can be utilized for treatment. Local surface water is a less costly source of water than groundwater or purchased water and its availability significantly impacts San Jose Water Company’s results of operations. San Jose Water Company will utilize surface water and additional water from its portfolio of groundwater supplies to supplement imported water from the SCVWD. Production from the Montevina Surface Water Treatment Plant in the first quarter was 3,108 million gallons, which is 292% of the five-year average. San Jose Water Company’s smaller Saratoga Water Treatment Plant produced 353 million gallons through the second quarter, which is 205% of the five-year average. San Jose Water Company believes that its various water supply sources will be sufficient to meet customer demand through the remainder of 2019.


See Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the California drought and ongoing political and regulatory activities related to conservation.
San Jose Water Company provides additional information on its web site, www.sjwater.com, relating to ongoing water conservation measures taken in California, including information on customer water usage.  San Jose Water Company intends to update the web site as appropriate during the period in which the water use restrictions and calls for conservation from state and local authorities remain in effect.  The information on our web sites is not a part of and should not be considered incorporated by reference into this Form 10-Q.estimated amounts.
Regulation and Rates
Almost all of the operating revenue of San Jose Water CompanySJW Group results from the sale of water at rates authorized by the CPUC.subsidiaries’ respective state utilities commissions. The CPUC setsstate utilities commissions set rates that are intended to provide revenue sufficient to recover operating expenses and the opportunity to achieve a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.
See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of regulatory activities that have occurred during the quarter.

Liquidity:
Cash Flow from Operating Activities
During the six months ended June 30, 2019,2020, SJW Group generated cash flows from operations of approximately $49,800,$32,300, compared to $45,400$49,800 for the same period in 2018.2019. Cash flow from operations is primarily generated by net income from revenue producing activities, adjusted for non-cash expenses for depreciation and amortization, deferred income taxes, gains or losses on the sale of assets, and changes in working capital items. Cash flow from operations increaseddecreased by approximately $4,400.$17,400. This increasedecrease was the result of a combination of the following factors: (1) decrease in collection in balancing and memorandum accounts of $20,100, (2) a decrease in collections from accounts receivable and accrued unbilled utility revenue of $11,800 due to higher unbilled revenue balances and slower collections from customers during the COVID-19 pandemic, (3) an up-front payment of $5,000 for renewal of the Cupertino service concession agreement, (4) payments of amounts previously invoiced and accrued, which increased by $4,400, offset by (5) general working capital and net income, adjusted for non-cash items increased by $7,200, (2) increase in$18,100, and (6) net collection in balancing and memorandum accounts of $4,800, offset by (3) decrease in net payments of taxes payable by $5,700, and (4) decreasereceivable which was $5,800 more than in collections of previously billed and accrued receivables by $1,900.prior year.


As of June 30, 2019,2020, Water Utility Services’ write-offs for uncollectible accounts represent less than 1% of its total revenue, unchanged from June 30, 2018.2019. In March 2020, the regulated utilities commissions of the respective states we operate initiated executive orders suspending water service disconnections due to non-payment from customers in light of the current stay-at-home orders, quarantines and similar governmental restrictions in response to the global COVID-19 pandemic. Management believes it will continue to collectthat the historical collection rate for its accounts receivable balances at its historical collection rate.
In connection withreceivables will decrease during the proposed merger with CTWS, SJW Group incurred professional fees of $1,775COVID-19 pandemic and $4,376 for the three and six months ended June 30, 2019, respectively. SJW Group anticipates incurring additional merger related expensesalthough any financial impact is currently tracked to be filed through the anticipated close ofrate-making process, there is no guarantee that such recovery will be approved by the transaction which will negatively impact operating cash flows.respective state regulatory utility commissions.
Cash Flow from Investing Activities
During the six months ended June 30, 2019,2020, SJW Group used cash flows in investing activities of approximately $72,500,$81,100, compared to $67,400$72,500 for the same period in 2018.2019. SJW Group used approximately: (1) $62,300$74,100 of cash for company-funded capital expenditures, (2) $7,800$5,000 for developer-funded capital expenditures, and (3) $3,000 in$1,600 for utility plant retirement costs.retirements.
Water Utility Services’ budgeted capital expenditures for 2019,2020, exclusive of capital expenditures financed by customer contributions and advances, are approximately $131,000.$221,800. As of June 30, 2019,2020, approximately $62,300$74,100 or 48%33% of the $131,000$221,800 has been spent.
Water Utility Services’ capital expenditures are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations. Over the next five years, Water Utility Services expectsexpect to incur approximately $699,228$1.2 billion in capital expenditures, which includes replacement of pipes and mains, and maintaining water systems. A significant portion of this amount is subject to future CPUC, andPURA, PUCT or MPUC approval. Capital expenditures have the effect of increasing utility plant rate base on which Water Utility Services earns a return. Water Utility Services actual capital expenditures may vary from their projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies, and general economic conditions. Total additions to utility plant normally exceed Company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.
A substantial portion of San JoseThe Water Company’sUtility Services’ distribution system wassystems were constructed during the period from 1945 to 1980.the early 1900’s through today. Expenditure levels for renewal and modernization of this part ofwill occur as the system will grow as these components reach the end of their useful lives. In most cases, the replacement cost will significantly exceed the original installation cost of the retired assets due to increases in the costs of goods and services and increased regulation.


Cash Flow from Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2019,2020, increased by approximately $800$30,200 from the same period in the prior year, primarily as a result of (1) a decreasean increase in net borrowings on our lines of credit of $79,000,$74,500, and (2) a $5,500$3,300 increase in dividends paid, offset by (3) net proceeds of $79,100 from new long-term debt, (4) an increase in proceeds from other changes, net of $3,300 primarily due to less taxes paid related to net share settlement of stock-based compensation awards, and (5) $3,100 increase in cash receipts from advances and contributions in aid of construction.construction, offset by (3) a decrease in net proceeds from new long-term debt of $46,700.

Sources of Capital:
San Jose Water Company’sSJW Group’s ability to finance future construction programs and sustain dividend payments depends on its ability to maintain or increase internally generated funds and attract external financing. The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.
San Jose Water Company’s financing activity is designed to achieve a capital structure consistent with regulatory guidelines of approximately 47% debt and 53% equity. As of June 30, 2019, San Jose Water Company’s funded debt and equity were approximately 49% and 51%, respectively.
Funding for San Jose Water Company’s future capital expenditure program is expected to be provided primarily through internally-generated funds, the issuance of new long-term debt, the issuance of equity securities, all of which will be consistent with regulator guidelines.
San Jose Water Company’s unsecured senior note agreements generally have terms and conditions that restrict San Jose Water Company from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period would be less than 175% of interest charges. San Jose Water Company was not restricted from issuing future indebtedness as a result of these terms and conditions at June 30, 2019.
On March 28, 2019, San Jose Water Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain affiliates of MetLife, Inc., Brighthouse Financial, Inc. and New York Life Insurance (collectively the “Purchasers”), pursuant to which the company sold an aggregate principal amount of $80,000 of its 4.29% Senior Notes, Series M (the “Notes”) to the Purchasers. The Notes are unsecured obligations of San Jose Water Company, due on April 1, 2049. Interest is payable semi-annually in arrears on April 1st and October 1st of each year. The Note Purchase Agreement contains customary affirmative and negative covenants for as long as the Notes are outstanding. The Notes are also subject to customary events of default, the occurrence of which may result in all of the Notes then outstanding becoming immediately due and payable. The closing occurred simultaneously with the signing of the Note Purchase Agreement. As of June 30, 2019, San Jose Water Company was in compliance with all such covenants.
SJW Group’s unsecured senior note agreementagreements has terms and conditions that restrict SJW Group from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Group becomes less than $175,000 plus 30% of Water Utility Services cumulative net income, since June 30, 2011. SJW Group was not restricted from issuing future indebtedness as a result of these terms and conditions at June 30, 2019.2020.
San Jose Water Company’sSJWC’s financing activity is designed to achieve a capital structure consistent with our CPUC authorized structure of approximately 47% debt and 53% equity. As of June 30, 2020, SJWC’s funded debt and equity were approximately 48% and 52%, respectively.
Funding for SJWC’s future capital expenditure program is expected to be provided primarily through internally-generated funds, the issuance of new long-term debt, and the issuance of equity, all of which will be consistent with regulator guidelines.
SJWC’s unsecured senior note agreements generally have terms and conditions that restrict SJWC from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period would be less than 175% of interest charges. SJWC was not restricted from issuing future indebtedness as a result of these terms and conditions at June 30, 2020.
SJWC’s loan agreements with the California Pollution Control Financing Authority contain affirmative and negative covenants customary for loan agreements relating to revenue bonds, including, among other things, complying with certain disclosure


obligations and covenants relating to the tax exempt status of the interest on the bonds and limitations and prohibitions relating to the transfer of the projects funded by the loan proceeds and the assignment of the loan agreement. As of June 30, 2019, San Jose Water Company2020, SJWC was in compliance with all such covenants.
CTWS has outstanding term loans with a commercial bank and under the master loan agreement, CTWS is required to comply with certain financial ratio and operational covenants. The most restrictive of these covenants is to maintain a consolidated (CTWS and its subsidiaries) debt to capitalization ratio of not more than 60%. As of June 30, 2020, CTWS was in compliance with all covenants under the master loan agreement.
Connecticut Water has outstanding term loans with a commercial bank and under its master loan agreement, Connecticut Water is required to comply with financial and operational covenants substantially identical to those found in CTWS’s master loan agreement. Connecticut Water is required to maintain a debt to capitalization ratio of not more than 60%. As of June 30, 2020, Connecticut Water was in compliance with all covenants under its master loan agreement.
Connecticut Water has tax exempt and taxable Water Facilities Revenue Bonds issued through Connecticut Innovations (formerly the Connecticut Development Authority). The bond indentures and loan agreements contain customary affirmative and negative covenants and require compliance with financial and operational covenants, and also provide for the acceleration of the Revenue Bonds upon the occurrence of stated events of default. As of June 30, 2020, Connecticut Water was in compliance with all covenants of the bond indentures and loan agreements.
Connecticut Water’s unsecured senior notes have terms and conditions that restrict Connecticut Water from issuing additional debt or paying a dividend to CTWS if such debt or distribution would trigger an event of default. The senior note agreements also require Connecticut Water to maintain a debt to capitalization ratio of not more than 60% and an interest coverage ratio at each fiscal quarter end of no less than three-to-one. As of June 30, 2020, Connecticut Water was in compliance with all financial ratio and operational covenants under this agreement.
On March 12, 2020, Connecticut Water entered into a note purchase agreement with the purchasers listed in the agreement, pursuant to which Connecticut Water sold on the same date an aggregate principal amount of $35,000 of its 3.51% Senior Notes, due March 12, 2050. The notes are unsecured obligations of Connecticut Water. Interest is payable semi-annually in arrears on March 12th and September 12th of each year. The note purchase agreement contains customary representations and warranties. Under the note purchase agreement, Connecticut Water is required to comply with certain customary affirmative and negative covenants for as long as the notes are outstanding. The notes are also subject to customary events of default, the occurrence of which may result in all of the notes then outstanding becoming immediately due and payable.
SJWTX, Inc.’s unsecured senior note agreement has terms and conditions that restrict SJWTX, Inc. from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period would be less than 175% of interest charges. In addition, SJW Group is a guarantor of SJWTX, Inc.’s senior note which has terms and conditions that restrict SJW Group from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Group becomes less than $125,000 plus 30% of Water Utility Services cumulative net income, since December 31, 2005. As of June 30, 2019,2020, SJWTX, Inc. and SJW Group were not restricted from issuing future indebtedness as a result of these terms and conditions.
Maine Water has First Mortgage Bonds issued to the Maine Municipal Bond Bank through the State Safe Drinking Water Revolving Loan Fund and First Mortgage Bonds issued to One America. The associated bond indentures and loan agreements contain customary affirmative and negative covenants, including a prohibition on the issuance of indebtedness secured by assets or revenue of Maine Water where the lien is senior to the lien of the bond trustee under the above bonds except as permitted by the bond indentures and related loan and security agreements, a requirement to maintain a debt to capitalization ratio of not more than 65%, required compliance with various financial and operational covenants, and a provision for maturity acceleration upon the occurrence of stated events of default. As of June 30, 2020, Maine Water was in compliance with all covenants in its bond indentures and related loan agreements.
Maine Water has outstanding term loans with a commercial bank and under its master loan agreement, Maine Water is required to comply with financial and operational covenants substantially identical to those found in CTWS and Connecticut Water’s master loan agreements. Maine Water is required to maintain a debt to capitalization ratio of not more than 60%. As of June 30, 2020, Maine Water was in compliance with all covenants under its master loan agreement.
HVWC has a term loan with a commercial bank, due in 2034. The loan is secured by real property owned by HVWC. The loan agreement restricts HVWC’s ability to incur additional debt and requires compliance with a funded debt to capitalization covenant and other operational covenants. As of June 30, 2020, HVWC was in compliance with all covenants of the loan.
Avon Water has a mortgage loan that is due in 2033. The loan agreement (1) generally restricts the ability of Avon Water to incur additional debt or make dividend payments other than in the ordinary course of business, and (2) requires submission of


periodic financial reports as part of loan covenants. As of June 30, 2020, Avon Water was in compliance with all covenants of the loan.
As of June 30, 2019,2020, SJW Group and its subsidiaries had unsecured bank lines of credit, allowing aggregate short-term borrowings of up to $145,000,$310,000, of which $15,000 was available to SJW Group and SJW Land Company under a single line of credit, $5,000 was available to SJWTX, Inc. under a secondsingle line of credit, $190,000 was available to SJWC under two additional lines of credit line of credit, and $125,000$40,000 and $75,000 under a fourth and fifth, respectively, lines of credit was available to San Jose Water Company under a third line of credit.CTWS. At June 30, 2019,2020, SJW Group and its subsidiaries had available unused short-term bank lines of credit totaling $90,000.$163,329. The lines of credit bear interest at variable ratesrates. On April 24, 2020, SJW Group terminated a $15,000 joint unsecured bank line of credit held by SJW Group and SJW Land Company effective April 29, 2020. On May 11, 2020, SJWC amended its $125,000 unsecured line of credit to increase the lending commitment by $15,000 to $140,000. In addition, on May 11, 2020, SJWC entered into an additional unsecured line of credit allowing borrowings of up to $50,000 for a six month period. The $140,000 and $50,000 lines of credit of SJWC expire on June 1, 2021 and November 11, 2020, respectively. The line of credit for SJWTX, Inc. expires on June 1, 2021. On May 29, 2020, the CTWS entered into a Second Amendment to the CTWS’s existing $15,000 credit agreement, dated as of August 6, 2014, with the CoBank, ACB (“CoBank), as amended by the First Amendment, dated October 28, 2015. The Second Amendment amends the prior agreement to, among other things, increase the total commitment by $25,000, from $15,000 to $40,000. The $40,000 and $75,000 lines of credit for CTWS expire May 15, 2025 and December 14, 2023, respectively. During 2019,2020, the cost of borrowing on SJW Group’s short-term credit facilities has averaged 3.37%2.02%. TheAll of SJW GroupGroup’s and SJWTX, Inc.


unsecured banksubsidiaries lines of credit havecontain customary representations, warranties and events of default, as well as certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments, asset sales, and fundamental changes. All of the following affirmativelines of credit also include certain financial covenants calculated withthat require the financial statements of SJW Group, onborrower to maintain a consolidated basis: (1) themaximum funded debt cannot exceed 66-2/3% of totalto capitalization ratio and (2) net income available fora minimum interest charges for the trailing 12-month-calendar period cannot be less than 175% of interest charges.coverage ratio. As of June 30, 2019,2020, SJW Group and SJWTX, Inc.its subsidiaries were in compliance with all covenants. San Jose Water Company’s unsecured bank linecovenants on their lines of credit.
The condition of the capital and credit markets or the strength of financial institutions could impact SJW Group’s ability to draw on its lines of credit, hasissue long-term debt, sell its equity or earn interest income. In addition, government policies, the following affirmative covenants: (1)state of the funded debt cannot exceed 66-2/3%credit markets and other factors could result in increased interest rates, which would increase SJW Group’s cost of total capitalization, and (2) net income available for interest charges forcapital. While our ability to obtain financing will continue to be a key risk, we believe that based on our 2020 activities, we will have access to the trailing 12-month-calendar period cannot be less than 175% of interest charges. As of June 30,external funding sources necessary to implement our on-going capital investment programs in the future. On October 16, 2019, San Jose Water Company was in compliance with all covenants.
Standard & Poor’s Ratings Service initiated coverage on SJW Group received net proceedsassigning a company rating of approximately $358,256 from the saleA-, with a stable outlook and affirming its company rating of 6,750,500 shares common stock inSJWC of A, with a public offering pursuant to an effective shelf registration in December 2018stable outlook.  In addition, on October 14, 2019, S&P affirmed its ratings of CTWS and received net proceedsConnecticut Water of approximately $53,738 from the sale of an additional 1,012,500 shares of common stock, in each case after deducting the underwriting discounts and commissions and estimated offering expenses payable by SJW Group. SJW intends to use the net proceeds from the offering, togetherA- with the net proceeds from new debt financing in 2019, to finance the Merger and to pay related fees and expenses. Pending such use, we may invest the net offering proceeds in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments. To date, the company has invested the net proceeds temporarily in a short-term money market fund. If for any reason the Merger does not close, then SJW Group intends to use the proceeds from the offering for general corporate purposes, which may include acquisitions, share repurchases or debt repayment.
Funding for SJW Group’s proposed all-cash merger with CTWS is expected to be provided through equity and/or debt financing, existing cash balances and cash flow from operations. SJW Group has received a financing commitment letter from lenders, including JPMorgan Chase Bank, N.A., Barclays Bank PLC, Royal Bank of Canada and UBS AG, Stamford Branch to provide a senior unsecured bridge loan facility of up to $975 million in the event that SJW Group is unable to secure other financing for the merger at or prior to the time the merger is completed; however, such commitments include customary conditions to funding. There is no guarantee that all of theses funding conditions will be satisfied for the funding to occur. Subsequent to the net proceeds received by SJW Group from the public offering of common stock in 2018, the facility commitment was reduced to $563 million.stable outlook.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SJW Group is subject to market risks in the normal course of business, including changes in interest rates, and pension plan asset values.values, and equity prices. The exposure to changes in interest rates can result from the issuance of debt and short-term funds obtained through SJW Group’sthe company’s variable rate lines of credit. San JoseSJWC and Connecticut Water Company sponsors asponsor noncontributory pension planplans for its employees. Pension costs and the funded status of the planplans are affected by a number of factors including the discount rate, andmortality rates of plan participants, investment returns on plan assets.assets, and pension reform legislation.
SJW Group has no derivative financial instruments, financial instruments with significant off-balance sheet risks, or financial instruments with concentrations of credit risk.

ITEM 4.
 CONTROLS AND PROCEDURES
SJW Group’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of SJW Group’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Group’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Group in the reports that it 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 management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. SJW Group believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
There has been no change in internal control over financial reporting during the second fiscal quarter of 20192020 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Group.



PART II. OTHER INFORMATION
 
ITEM 1.LEGAL PROCEEDINGS
Class Action Suits Related to the Merger
On June 14, 2018, certain shareholders of CTWS filed two nearly identical class-action complaints in Connecticut state court against the CTWS board of directors, SJW Group, Eric W. Thornburg, Chairman, President and Chief Executive Officer of SJW Group, and CTWS. The complaints, as amended on September 18, 2018 and September 20, 2018, allege that the CTWS board breached its fiduciary duties in connection with the Merger, that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information and that SJW Group and Mr. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the actions seek to recover rescissory and other damages and attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit and intends to vigorously defend this litigation. The parties to the lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle the lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. On November 20, 2018, the plaintiffs filed an opening brief in support of their fee application. The stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay was to continue until May 29, 2019. On May 29, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay be continued until September 11, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time as the transaction closes. SJW Group has determined that the likelihood of loss related to these class-action complaints is remote.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, certain shareholders of CTWS filed two complaints, one individually and the other as a putative class action, in each case, in the United States District Court for the District of Connecticut against CTWS and the CTWS board of directors. The complaints allege that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Section 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the actions seek an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Section 14(a) and/or 20(a) of the Securities Exchange Act of 1934, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit. CTWS has entered into an agreement in principle to settle and release all claims that were or could have been alleged by the plaintiffs. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain additional disclosures, which CTWS included in the definitive proxy statement in connection with the Merger.
Billing Practice OII with CPUC
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water Company was named as Respondent. The OII will determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears. By a decision adopted November 29, 2018, in San Jose Water Company’s then-pending GRC, the CPUC approved a settlement to resolve the alleged overcharging issue for the period since June 2011 by requiring refunds to customers totaling $2.02 million. That amount was refunded to customers pursuant to San Jose Water Company’s Advice Letter No. 530, effective February 8, 2019. See discussion on the matter in Note 8, “Regulatory Rate Filings.” On July 24, 2019, San Jose Water Company and CPED jointly filed a motion with CPUC approval of a Settlement Agreement (“Agreement”) over San Jose Water Company’s past customer billing practices. The Agreement requires the company to pay approximately $2.1 million in customer credits, consisting of $1.7 million for refunds during the period from 1987 to 2011 and an additional $0.4 million in customer credits to low income water customers, and invest $5 million in utility plant that is not allowed an investment return or rate recovery. San Jose Water Company has recorded the $2.1 million customer credit expense as an offset to revenues in the accompanying June 30, 2019, Condensed Consolidated Statements of Comprehensive Income. The $5 million commitment to invest in utility plant will be recognized as plant in service on the company’s financial statements once invested. The Agreement is subject to final approval by the CPUC which is expected in the third quarter of 2019.
SJW Group is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Group or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Group’s business, financial position, results of operations or cash flows.



ITEM 1A.RISK FACTORS
The following discusses certain risk factors relating to the proposed merger with CTWS and does not include all of the risk factors associated with the proposed merger and the combined company after the proposed merger. In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in SJW Group’s Form 10-K for the year ended December 31, 20182019 and our other public filings, which could materially affect our business, financial condition or future results. Other than the risk factors listed and referenced below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in SJW Group’s Form 10-K for the year ended December 31, 2018 and SJW Group’s Form 10-Q for the three months ended March 31, 2019.
Risks Related to the Merger
We may not be able to obtain the necessary regulatory approvals to complete the Merger, and even if such approval is obtained, regulatory authorities may impose conditions that could have an adverse effect on us.
Completion of the Merger is contingent upon, among other things, the receipt of all required regulatory approvals, including the approvals of PURA and the MPUC. On December 3, 2018, PURA issued a proposed final decision denying the joint application by SJW Group and CTWS for the approval of the Merger. On January 9, 2019, SJW Group and CTWS withdrew our application before PURA and, on January 11, 2019, PURA closed the docket without issuing a final decision. On January 23, 2019, the Maine Water Company (“MWC”), a wholly-owned subsidiary of CTWS, filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. On April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the proposed Merger. On July 3, 2019, SJW Group and CTWS entered into a settlement with the Department of Energy and Environmental Protection and the Office of Consumer Counsel which modifies and adds commitments that will provide additional, direct long-term customer and environmental benefits, enhance local control and provide supplemental financial protections to customers. PURA has scheduled a hearing on July 26, 2019 to review the settlement and is expected to issue a final decision by September 4, 2019. In Maine, MWC filed a new application, dated May 3, 2019, for MPUC approval of the Merger. Since May 3, 2019 the parties to the Maine case have proceeded along two tracks: a litigation track, and a settlement track. With regard to the settlement track, the parties have held two meetings with a third scheduled for July 22, 2019. On the litigation track, MWC has filed direct testimony and responded to discovery requests. On July 10, 2019, the Maine Office of Public Advocate (“OPA”) filed direct testimony stating that the Merger as proposed did not meet the statutory criteria for approval, but the OPA also noted that it might support (or not oppose) the Merger application if the Merger were subject to certain conditions, including significant protections to insulate ratepayers from financial risk associated with the Merger. The OPA further indicated that they would continue to work with the parties on conditional approval, and the OPA has continued to engage in settlement discussions. A final date for resolution of the Maine proceeding has not been set, but the parties have discussed concluding the case no later than September. We expect to incur additional expenses in connection with the new applications. Furthermore, there is no guarantee that PURA and MPUC will approve any new application on a timely basis or at all, and failure to obtain approval would prevent the completion of the Merger. Any uncertainty, delay or denial of regulatory approval for the Merger could adversely affect ourOur business, financial condition, and stock price.
Even if we are able to obtain the necessary regulatory approvals for the Merger, the terms and conditions of such approvals may impose requirements, limitations or costs, or place restrictions on the conduct of the combined company’s business. We and/or CTWS may be required to comply with conditions imposed by regulatory entities in connection with the Merger, though the Merger Agreement provides for certain limitations with respect to the actions that either company is required to take in connection with such regulatory conditions. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions or that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Merger or imposing additional material costs on or materially limiting the revenues and profitability of the combined company following the Merger. Additionally, we cannot provide assurance that any such conditions, terms, obligations or restrictions will not result in the failure of the conditions to the Merger being satisfied, the Merger being delayed or abandoned, or the consummation of the Merger on terms different than those contemplated by the Merger Agreement.
Failure to complete the Merger as currently contemplated or at all could negatively impact our stock price, business operations and financial results.
Completion of the Merger is not assured and is subject to risks, including risks that approval by governmental entities will not be obtained or will be delayed or that certain other closing conditions will not be satisfied. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, our ongoing businesses, financial results and stock price may be adversely affected and we will be subject to several risks, including the following:
having to pay certain significant costs relating to the Merger without receiving the benefits of the Merger, including, in certain circumstances, payment of a termination fee and an expense reimbursement;


the potential loss of key personnel during the pendency of the Merger as employees may experience uncertainty about their future roles with the combined company;
reputational harm due to the adverse public perception of any failure to successfully complete the Merger;
our management having focused on the Merger instead of on conducting its day-to-day business and operational matters and pursuing other opportunities that could have been beneficial to us; and
if the Merger is not completed, we are not obligated to repurchase any or all of the shares issued in our recent equity offering and such shares may remain outstanding, which could negatively impact our stock price.
Any delay in the completion of the Merger, any uncertainty about the completion of the Merger on terms other than those contemplated by the Merger Agreement and any failure to complete the Merger could adversely affect our business, financial results and stock price.
Any delay in completing the Merger may reduce or eliminate the benefits to be achieved thereunder.
In addition to the required regulatory clearances, the Merger is subject to a number of other conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits expected to result from elimination of duplicative public company and other related costs that we expect to achieve if the Merger is successfully completed within its expected time frame.
The CPUC has initiated an investigation into the Merger, which may cause delays in or otherwise adversely affect the Merger, and we may be required to consummate the Merger prior to the CPUC’s issuance of an order with respect to its investigation.
The CPUC at its July 12, 2018 meeting approved an OII into the Merger. The order includes investigating the CPUC’s authority over the Merger, whether the Merger is in the public interest; whether the Merger would preserve the CPUC’s jurisdiction over San Jose Water Company and the CPUC’s capacity to effectively regulate utility operations in the State of California; the effect of the Merger on our and CTWS’s employees, shareholders, customers and communities in which they operate and the State of California; whether the benefits likely exceed any detrimental effects of the Merger; and whether the CPUC should consider conditions or mitigation measures to prevent any adverse consequences which may result from the Merger, and if so, what should be those conditions or measures. The order had stated that the CPUC planned to substantially complete the inquiry in a manner sufficiently timely to allow the Merger to go forward by the end of 2018, if appropriate. However, as a result of unexpected delays in the CPUC’s scheduling of a planned public participation hearing, which was held January 31, 2019, issuance of a proposed decision was delayed. On March 4, 2019, the presiding administrative law judge suspended the CPUC investigation until there has been a final decision by PURA.
We are unable to predict what action, if any, the CPUC will take with respect to the Merger upon the conclusion of the OII proceeding and, therefore, no assurance can be given that such action will not delay or prevent completion of the Merger or impose costs on us, which costs may be material and may negate some or all of the benefits that we expect as a result of the Merger. If we or CTWS terminate the Merger Agreement on the grounds that a legal restraint prevents completion of the Merger, and such restraint arises from, is issued by or is in connection with the CPUC decision, or the CPUC has imposed terms or conditions in connection with the Merger that would reasonably be expected to have a material adverse effect on the combined company, then we will be required to reimburse CTWS’s expenses up to $5 million.
Completion of the CPUC’s investigation is not a condition to the consummation of the Merger. Based on the CPUC’s current suspended status of the investigation, it is unlikely that its investigation would be completed prior to the final PURA decision. Accordingly, we may be required to consummate the Merger prior to the CPUC’s issuance of an order with respect to its investigation. In such a circumstance, we may nevertheless be subject to any terms and conditions imposed on us by such an order and to any additional costs associated therewith. Such costs may be material and may reduce some or all of the benefits that we expect as a result of the Merger.
The Merger Agreement with CTWS may be terminated in certain circumstances, which would result in the benefits of the Merger not being realized.
Either we or CTWS may terminate the Merger Agreement under certain circumstances, including, if the Merger has not been consummated by August 5, 2019, (unless such date is extended automatically to November 5, 2019, pursuant to the terms of the Merger Agreement). We currently expect the August 5, 2019 date to be automatically extended to November 5, 2019 pursuant to the terms of the Merger Agreement. This termination right will not be available to a party if such failure of the Merger to occur on or before such dates is the result of a material breach of any representation, warranty, covenant or agreement of the


Merger Agreement by such party. If we are not able to complete the Merger by the relevant date, even if we decide not to terminate the Merger Agreement, we may not be able to prevent CTWS from exercising its right to terminate the Merger Agreement.
In addition, if the Merger Agreement is terminated under certain circumstances, CTWS may be required to pay SJW Group a termination fee of $28.1 million. Similarly, if the Merger Agreement is terminated under certain circumstances, we may be required to pay CTWS a termination fee of $42.5 million or, under certain circumstances, to reimburse CTWS’s expenses up to $5 million. A termination of the Merger Agreement prior to consummation of the Merger may adversely affect our business and stock price, and we would incur significant expenses without realizing the benefits expected from the Merger.
We have broad discretion in the use of the net proceeds to us from the equity offering and may not use them effectively.
In December 2018, SJW Group sold an aggregate of 7,762,500 shares of its common stock in an equity offering and received net proceeds of approximately $412.0 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by SJW Group.
SJW Group intends to use the net proceeds from the offering, together with the net proceeds from new debt financing in 2019, to finance the Merger and to pay related fees and expenses. Pending such use, we may invest the net proceeds in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments. To date, the company has invested the net offering proceeds temporarily in a short-term money market fund. These investments may not yield a favorable return to our investors. If for any reason the Merger does not close, then SJW Group intends to use the proceeds from the offering for general corporate purposes, which may include acquisitions, share repurchases or debt repayment. SJW Group has no obligation to repurchase any of its shares of common stock that were sold in the offering even if the Merger is not completed.
We cannot specify with any certainty the particular uses of the net proceeds that we received from the equity offering, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could adversely affect our business, financial condition and stock price.
We will take on substantial additional indebtedness to finance the Merger, which will decrease our business flexibility and increase our borrowing costs.
In addition to the net proceeds we received from the equity offering, we expect to finance the remaining portion of the purchase price of the Merger with net proceeds from up to $435.0 million of debt financing that we may incur (“Debt Financing”), which may include borrowings under a $975.0 million committed bridge facility (“Bridge Facility”). Subsequent to the completion of the equity offering, the facility commitment under the Bridge Facility was reduced to $563 million. As a result of the Debt Financing, we will increase our indebtedness substantially as compared to our indebtedness prior to the Merger. Any financial covenants we agree to in connection with such indebtedness and our increased indebtedness and higher debt-to-equity ratio in comparison to that of our recent historical basis will have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing borrowing costs. In addition, the actual terms and conditions of such indebtedness may not be favorable to us, and as such, could further increase the cost of the Merger, as well as the overall burden of such indebtedness upon SJW Group and our business flexibility. Unfavorable terms in the Debt Financing may also adversely affect our business, financial condition, results of operations and prospects.
We anticipate that the Merger and the related Debt Financing may have an impact on our issuer and issue ratings, potentially in advance of consummation of the Merger. For example, it is possible that the issuer and issue ratings of certain of our subsidiaries, including San Jose Water Company and certain of those entities to be acquired in the Merger, could be lowered. SJW Group has publicly announced an intention to achieve at least an A- issuer credit rating for the currently unrated SJW Group. We also anticipate that the Debt Financing may have an initial rating which may be equal to or lower than the potential new SJW Group issuer rating given the structural subordination of newly incurred unsecured debt in the Debt Financing. We cannot provide any assurances regarding potential rating agency actions, any changes in outlook from the rating agencies, the timing of any such actions or the level of any initial ratings or any downgrade.
An adverse judgment in any litigation challenging the Merger may prevent it from becoming effective or from becoming effective within the expected timeframe.
On June 14, 2018, a putative class-action complaint was filed against the members of the CTWS board of directors, SJW Group and Eric W. Thornburg on behalf of CTWS shareholders in the Connecticut Superior Court in the Judicial District of Middlesex under the caption Dunn v. Benoit, et al., Case No. MMX-CV18-6021536-S (Conn. Super. Ct.). The complaint, as amended on September 18, 2018, alleges that the members of the CTWS board of directors breached their fiduciary duties owed to CTWS shareholders in connection with negotiating the Merger and that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information. The complaint further alleges that SJW Group and Eric W. Thornburg


aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the action seeks to recover rescissory and other damages and attorneys’ fees and costs.
Also, on June 14, 2018, a near-identical putative class-action complaint was filed against the members of the CTWS board of directors, SJW Group and Eric W. Thornburg on behalf of CTWS shareholders in the Connecticut Superior Court in the Judicial District of Middlesex under the caption Tillotson v. Benoit, et al., Case No. MMX-CV18-6021537-S (Conn. Super. Ct.). The complaint, as amended on September 20, 2018, alleges that members of the CTWS board of directors breached their fiduciary duties owed to CTWS shareholders in connection with negotiating the Merger and that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information. The complaint further alleges that SJW Group and Eric W. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the action seeks to recover recissory and other damages and attorneys’ fees and costs.
The parties to the above lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle these lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. The initial stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay was to continue until May 29, 2019. On May 29, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay be continued until September 11, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time as the Merger closes.
On November 20, 2018, the plaintiffs in Connecticut Superior Court filed a brief in support of an opening mootness fee demand of $1.5 million for alleged benefits the plaintiffs believe their lawsuit created for CTWS. CTWS intends to vigorously oppose this demand.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, a complaint was filed against CTWS and members of the CTWS board of directors on behalf of a putative CTWS stockholder in the United States District Court for the District of Connecticut under the caption Assad v. Connecticut Water Service, Inc., Case No. 3:18-cv-01664 (D. Conn.). The complaint alleges that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended. Among other remedies, the action seeks an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Sections 14(a) and/or 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. Also, on October 5, 2018, a near-identical putative class-action complaint was filed against CTWS and the members of the CTWS board of directors on behalf of CTWS stockholders in the United States District Court for the District of Connecticut under the caption Paskowitz v. Connecticut Water Service, Inc., Case No. 3:18-cv-01663 (D. Conn.). The complaint alleges that CTWS’s preliminary proxy statement issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the action seeks an order (1) enjoining the defendants from consummating or closing on the Merger; rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Sections 14(a) and/or 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs.
While we believe that the lawsuits are without merit and that the disclosures in CTWS’s preliminary proxy statement comply fully with applicable law, in order to avoid the expense and distraction of litigation, the parties to each of the above-referenced actions entered into agreements in principle to settle and release all claims that were or could have been alleged by the plaintiffs in all of those actions. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain disclosures, which CTWS included in the definitive proxy statement in connection with the Merger. There is no guarantee that the settlement agreement will be approved by the court or executed by the parties, and failure to do so will prolong the litigation and adversely affect the operation of SJW Group and CTWS’s business.
It is possible that SJW Group stockholders or CTWS shareholders may file additional lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name SJW Group, the SJW Group board of directors, CTWS and/or the CTWS board of directors as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of SJW Group’s and CTWS’s business.
One of the conditions to the closing of the Merger is the absence of any law or order, decree or judgment by a court, arbitrator or other governmental entity that prevents, makes illegal or prohibits the consummation of the Merger or the other transactions


contemplated by the Merger Agreement. Consequently, if SJW Group stockholders or CTWS shareholders file additional lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, and a settlement or other resolution is not reached in such lawsuits and the plaintiffs secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting the parties’ ability to complete the Merger, then such injunctive or other relief may prevent the Merger from becoming effective within the expected time frame or at all.
Completion of the Merger may trigger change in control or other provisions in certain agreements to which CTWS is a party, which may have an adverse impact on the combined company’s business and results of operations.
The completion of the Merger may trigger change in control and other provisions in certain agreements to which CTWS is a party. If we and CTWS are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if we and CTWS are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to CTWS or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.
We may not have discovered undisclosed liabilities of CTWS during our due diligence process.
In the course of the due diligence review of CTWS that we conducted prior to the execution of the Merger Agreement, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of CTWS and its subsidiaries, and our stockholders may not be indemnified for any of these liabilities. Examples of such undisclosed liabilities may include, but are not limited to, pending or threatened litigation or regulatory matters. Any such undisclosed liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows and on the value of our stock following the completion of the Merger.
Risks Related to SJW Group and CTWS as a Combined Company if the Merger is Completed
Uncertainties associated within the combined company after the Merger may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of the combined company.
SJW Group and CTWS are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the Merger will depend in part upon the ability of SJW Group and CTWS to retain key management personnel and other key employees. Current and prospective employees of SJW Group and CTWS may experience uncertainty about their roles within the combined company following the Merger, which may have an adverse effect on the ability of each of SJW Group and CTWS to attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of SJW Group and CTWS to the same extent that SJW Group and CTWS have previously been able to attract or retain their own employees. A failure by SJW Group, CTWS or, following the completion of the Merger, the combined company to attract, retain and motivate executives and other key employees during the period prior to or after the completion of the Merger could have a negative impact on their respective businesses.
The combined company is expected to incur substantial expenses related to the Merger and the integration of SJW Group and CTWS.
If the Merger is completed, the combined company would be expected to incur substantial expenses in connection with the Merger and the integration of SJW Group and CTWS. There will be a large number of processes, policies, procedures, operations, technologies and systems at each company that must be integrated, including accounting and finance, payroll, revenue management, commercial operations, risk management and employee benefits. While SJW Group and CTWS have assumed that a certain level of expenses would be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the benefits that the combined company expects to achieve from the elimination of duplicative public company and other related costs expected from the transaction. These integration expenses likely will result in the combined company taking significant charges against earnings following the completion of the Merger, and the amount and timing of such charges are uncertain at present. Substantial expenses related to the transaction, including fees payable to the companies’ advisors, will also be borne by SJW Group and CTWS even if the Merger is not completed.
The Merger will result in changes to the board of directors that may affect the strategy and operations of the combined company.
In connection with the consummation of the Merger, we expect that the board of directors of the combined company will be expanded to create additional seats to be filled by CTWS directors to be selected by SJW Group. This new composition of the


board of directors may affect the combined company’s business strategy and operating decisions following the completion of the Merger.
In connection with seeking regulatory approval for the Merger, SJW Group has committed to certain “ring-fencing” measures which, if implemented, will enhance CTWS’s separateness from SJW Group and may limit SJW Group’s ability to influence the management and policies of CTWS (beyond the limitations included in other existing governance mechanisms).
Pursuant to the agreements related to the Merger and commitments made by SJW Group as part of the application for PURA approval of the Merger, SJW Group has committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the risk that CTWS would be negatively impacted in the event of a bankruptcy or other adverse financial developments affecting SJW Group or its non-ring-fenced affiliates. These commitments may change as a result of further development of the PURA proceeding and would become effective upon the closing of the Merger.
In order to satisfy the ring-fencing commitments, SJW Group will form a wholly-owned special purpose entity (“SPE”) to own the capital stock of CTWS, and the SPE, CTWS and their subsidiaries (collectively, the “CTWS Entities”) will adopt certain measures designed to enhance their separateness from SJW Group, with the intention of mitigating the effects on the CTWS Entities of any bankruptcy of SJW Group and its affiliates other than the CTWS Entities (collectively, the “Non-CTWS Entities”).  As a result of these ring-fencing measures, in certain situations, SJW Group will be restricted in its ability to access assets of the CTWS Entities as dividends or intracompany loans to satisfy the debt or contractual obligations of any Non-CTWS Entity, including any indebtedness or other contractual obligations of SJW Group. In addition, the ring-fencing structure may negatively impact SJW Group’s ability to achieve certain benefits, including synergies and economies of scale to reduce operating costs of the combined entity, that it anticipates resulting from the Merger. Similar provisions have been proposed in the Maine proceeding with MPUC.
This ring-fenced structure would also subject SJW Group and the CTWS Entities to certain governance, operational and financial restrictions following the closing of the Merger. Accordingly, SJW Group may be restricted in its ability to direct the management, policies and operations of the CTWS Entities, including the deployment or disposition of their respective assets, declarations of dividends, strategic planning and other important corporate issues. Further, the CTWS Entities’ directors will have considerable autonomy and, as described in our commitments, have a duty to act in the best interest of the CTWS Entities consistent with the ring-fencing structure and applicable law, which may be contrary to SJW Group’s best interests or be in opposition to SJW Group’s preferred strategic direction for the CTWS Entities. To the extent they take actions that are not in SJW Group’s interests, the financial condition, results of operations and prospects of the combined company may be materially adversely affected.
The Merger will combine two companies that are affected by developments in the water utility industry, including changes in regulation. A failure to adapt to the changing regulatory environment after the Merger could adversely affect the stability of the combined company’s earnings.
Because SJW Group, CTWS and their respective subsidiaries are regulated in the United States at the federal level and, in the case of SJW Group, in California and Texas, and, in the case of CTWS, Connecticut and Maine, the two companies have been and will continue to be affectednegatively impacted by legislativethe COVID-19 pandemic.
We are subject to risks related to the global pandemic associated with COVID-19. COVID-19 has spread to all 50 states in the U.S. and the President has declared the COVID-19 pandemic a national emergency. Numerous governmental jurisdictions, including the States of California, Connecticut, Maine and Texas where we maintain our water utility operations, have imposed “shelter-in-place” orders, quarantines, executive orders and similar governmental orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in business closures, work stoppages, slowdowns and delays in commercial activities, unprecedented and widespread unemployment, travel restrictions and cancellation of events, among other effects, thereby negatively impacting our suppliers, employees and customers, among others.
In California, Governor Gavin Newsom signed an executive order suspending water service disconnections due to non-payment by customers retroactive to March 4, 2020 and until further notice. In Connecticut and Maine, in accordance with PURA and MPUC moratorium rulings on March 12, 2020 and March 16, 2020, respectively, we have halted shutoff for nonpayment. PUCT in Texas had ordered on March 13, 2020 public utilities to suspend water service disconnections and late fees charged to customers which expired on June 13, 2020. Although there is no guarantee that PUCT will not reinstate or impose similar orders in the future. These and other events associated with the COVID-19 pandemic have reduced the incentive and ability of our residential and commercial customers to pay their water services bills on time, if at all, which could negatively impact our result of operations. Furthermore, a significant portion of our revenue is derived from water usage by commercial customers. As many of these customers have suspended, altered or terminated their business operations to comply with government orders, their water usage may decline significantly or cease, which could adversely affect our revenue. While some states and counties have announced a schedule to allow more businesses to reopen, it is unclear whether any of our commercial customers intend to open fully or at all due to their ongoing concerns with safety at the workplace. Connecticut Water and Heritage Village have an approved regulatory developments. Aftermechanism for a water revenue adjustment that provides for recovery of the Merger,companies’ authorized annual revenues through a customer surcharge or credit that mitigates the combined company and/impact of reduced usage but will not cover losses for non-payment or its subsidiariesbad debt. Furthermore, while we expect to recover some of the revenue loss and costs through the rate-making process, there is no guarantee that such recovery will be subjectapproved by the regulated utility authorities in the United Statesa timely manner, or at all.
In addition to federal regulation as well as to extensive state regulation in the states in which the combined company will operate. The costs, burdens and complexities associated with complying with these regulatory jurisdictions may have an adverse effect on the combined company. Moreover, potential legislative or regulatory changes may create greater risks to the stabilityloss of the combined company’s earnings generally.
SJW Groups dividend policy isrevenue, we are subject to the discretionfollowing risks resulting from the COVID-19 pandemic and related events:
the financial impact of our board of directors andthe COVID-19 pandemic may be limitedrequire us to reassess the goodwill recorded by legal and contractual requirements.
Although it is currently anticipated that SJW Group will pay a regular quarterly dividend following the completion of the Merger, anyour merger with CTWS in October 2019, and such determination to pay dividends will be at the discretionreassessment may result in a future significant or material impairment of our board of directors following the completion of the Mergergoodwill asset;
we may encounter difficulties and will be dependent on then-existing conditions, including SJW Group’s financial condition, earnings, legal requirements, including limitations under Delaware law,disruptions in communication and coordination among our employees, partners, customers and others, which may reduce our productivity and interfere with our normal operations;
our planned infrastructure improvement projects were temporarily interrupted by COVID-19 government orders, restrictions in our credit agreements and other debt instruments that limitsupply shortages. This may negatively impact our ability to pay dividendsmaintain our infrastructure and provide reliable services to stockholderscustomers. In addition, this may reduce our expenditures on capital improvements, which may in turn impact rate decisions by CPUC, PURA, PUCT and other factorsMPUC.
widespread COVID-19 disease could impact the boardhealth of directors deems relevant. our employees and management team, which may disrupt our business operations; and


a recession, stock market correction, or debt market disruptions resulting from the spread of COVID-19 could materially affect our business, our results of operations, our cash flow, and the value of our common stock, which may make it more difficult for us to access capital in equity and debt markets.
The board of directorsultimate impact of the combined company may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends entirely. In addition, our subsidiaries may beCOVID-19 pandemic is highly uncertain and subject to change. We cannot predict when this pandemic will end and when related governmental orders and restrictions will be eased or lifted, and any extension or prolonged implementation of these measures will further adversely affect our business and financial results. Even after such orders and restrictions are eased or lifted, the severe economic impact on their abilitythe jurisdictions and areas in which we operate may last for an extended period of time and continue to pay dividends to us, including under state law, pursuant to regulatory commitmentsadversely affect our business, and under their credit agreements and other debt instruments. In this regard, in our new application to PURA for approval of the Merger, the CTWS Entities may be limited from paying dividends to us in certain circumstances. Similar provisions have been proposed in the Maine proceeding with MPUC. Any inability of our subsidiaries to pay us dividends may have a material and adverse effect on our ability to pay dividends.


The financing arrangementsthere is no guarantee that we will enter into in connection with the Merger may, under certain circumstances, contain restrictions and limitations that could significantly impact the combined company’s abilitybe able to operate its business.
We intendact quickly to incur additional indebtedness in connection with the Merger. We expect that the agreements governing the indebtedness incurred in connection with the Merger may contain covenants that could impose significant operating and financial limitations and restrictions on the combined company following the Merger, including restrictions on the abilityreturn to enter particular transactions and engage in other activities that we may believe will be advisable or necessary for the combined company’s business. Various risks, uncertainties and events beyond the combined company’s control could affect its ability to comply with the covenants contained in its debt agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other existing agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of indebtedness under these agreements and to foreclose upon any collateral securing such indebtedness. Under certain circumstances, the combined company might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on the combined company’s ability to incur additional indebtedness and to take other actions might significantly impair its ability to obtain other financing.our normal operations.

ITEM 5.OTHER INFORMATION
Quarterly Dividend
On July 24, 2019,29, 2020, the Board of Directors of SJW Group declared the regular quarterly dividend of $0.30$0.32 per share of common stock. The dividend will be paid on September 3, 2019,1, 2020, to stockholders of record as of the close of business on August 5, 2019.10, 2020.
Information Web Sites
SJW Group post information about the operating and financial performance of SJW Group and its subsidiaries on its web sites at www.sjwater.com and www.sjwgroup.com from time to time. The information on our web sites is not a part of and should not be considered incorporated by reference into this Form 10-Q.





ITEM 6.EXHIBITS
Exhibit
Number
  Description
   
3.110.1 
10.2
   
31.1  
   
31.2  
   
32.1  
   
32.2  
   
101.INS 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 XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
   
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
  
(1)Filed currently herewith.



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.
 
    SJW GROUP
     
DATE:July 26, 2019August 10, 2020By: /s/ JAMES P. LYNCH
    James P. Lynch
    
Chief Financial Officer and Treasurer
(Principal financial officer)


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