Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements | ' |
Note 12. Condensed Consolidating Financial Statements |
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On April 17, 2009, Cal Water issued $100 million aggregate principal amount of 5.875% First Mortgage Bonds due 2019, and on November 17, 2010, Cal Water issued $100 million aggregate principal amount of 5.500% First Mortgage Bonds due 2040, all of which are fully and unconditionally guaranteed by the Company. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information. |
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The following tables present the condensed consolidating balance sheets as of March 31, 2014 and December 31, 2013, the condensed consolidating statements of operations for the three months ended March 31, 2014 and 2013 and the condensed consolidating statements of cash flows for the three months ended March 31, 2014 and 2013 of (i) California Water Service Group, the guarantor of the first mortgage bonds and the parent company; (ii) California Water Service Company, the issuer of the first mortgage bonds and a 100% owned consolidated subsidiary of California Water Service Group; and (iii) the other 100% owned non-guarantor consolidated subsidiaries of California Water Service Group. |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING BALANCE SHEET |
As of March 31, 2014 |
|
(In thousands) |
|
| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
ASSETS | | | | | | | | | | | |
Utility plant: | | | | | | | | | | | |
Utility plant | | $ | 1,318 | | $ | 2,056,139 | | $ | 185,927 | | $ | (7,197 | ) | $ | 2,236,187 | |
Less accumulated depreciation and amortization | | (206 | ) | (676,000 | ) | (38,505 | ) | 1,642 | | (713,069 | ) |
Net utility plant | | 1,112 | | 1,380,139 | | 147,422 | | (5,555 | ) | 1,523,118 | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | 512 | | 20,097 | | 1,135 | | — | | 21,744 | |
Receivables and unbilled revenue | | — | | 82,119 | | 8,549 | | (850 | ) | 89,818 | |
Receivables from affiliates | | 17,501 | | 4,245 | | 4 | | (21,750 | ) | — | |
Other current assets | | 320 | | 17,114 | | 1,110 | | — | | 18,544 | |
Total current assets | | 18,333 | | 123,575 | | 10,798 | | (22,600 | ) | 130,106 | |
Other assets: | | | | | | | | | | | |
Regulatory assets | | — | | 251,556 | | 2,789 | | — | | 254,345 | |
Investments in affiliates | | 554,108 | | — | | — | | (554,108 | ) | — | |
Long-term affiliate notes receivable | | 26,012 | | — | | — | | (26,012 | ) | — | |
Other assets | | 952 | | 47,191 | | 7,081 | | (205 | ) | 55,019 | |
Total other assets | | 581,072 | | 298,747 | | 9,870 | | (580,325 | ) | 309,364 | |
| | $ | 600,517 | | $ | 1,802,461 | | $ | 168,090 | | $ | (608,480 | ) | $ | 1,962,588 | |
CAPITALIZATION AND LIABILITIES | | | | | | | | | | | |
Capitalization: | | | | | | | | | | | |
Common stockholders’ equity | | $ | 585,984 | | $ | 488,279 | | $ | 71,304 | | $ | (559,583 | ) | $ | 585,984 | |
Affiliate long-term debt | | — | | — | | 26,012 | | (26,012 | ) | — | |
Long-term debt, less current maturities | | — | | 424,541 | | 1,189 | | — | | 425,730 | |
Total capitalization | | 585,984 | | 912,820 | | 98,505 | | (585,595 | ) | 1,011,714 | |
Current liabilities: | | | | | | | | | | | |
Current maturities of long-term debt | | — | | 6,146 | | 1,714 | | — | | 7,860 | |
Short-term borrowings | | 14,015 | | 50,000 | | — | | — | | 64,015 | |
Payables to affiliates | | — | | 356 | | 21,394 | | (21,750 | ) | — | |
Accounts payable | | 818 | | 47,373 | | 3,296 | | (756 | ) | 50,731 | |
Accrued expenses and other liabilities | | 139 | | 67,043 | | 2,451 | | — | | 69,633 | |
Total current liabilities | | 14,972 | | 170,918 | | 28,855 | | (22,506 | ) | 192,239 | |
Unamortized investment tax credits | | — | | 2,106 | | — | | — | | 2,106 | |
Deferred income taxes, net | | (439 | ) | 176,564 | | 3,623 | | (379 | ) | 179,369 | |
Pension and postretirement benefits other than pensions | | — | | 145,836 | | — | | — | | 145,836 | |
Regulatory and other liabilities | | — | | 72,829 | | 8,870 | | — | | 81,699 | |
Advances for construction | | — | | 181,479 | | 563 | | — | | 182,042 | |
Contributions in aid of construction | | — | | 139,909 | | 27,674 | | — | | 167,583 | |
| | $ | 600,517 | | $ | 1,802,461 | | $ | 168,090 | | $ | (608,480 | ) | $ | 1,962,588 | |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING BALANCE SHEET |
As of December 31, 2013 |
|
(In thousands) |
|
| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
| | | | | | | | | | | |
ASSETS | | | | | | | | | | | |
Utility plant: | | | | | | | | | | | |
Utility plant | | $ | 1,318 | | $ | 2,034,935 | | $ | 184,272 | | $ | (7,197 | ) | $ | 2,213,328 | |
Less accumulated depreciation and amortization | | (164 | ) | (661,780 | ) | (37,168 | ) | 1,615 | | (697,497 | ) |
Net utility plant | | 1,154 | | 1,373,155 | | 147,104 | | (5,582 | ) | 1,515,831 | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | 5,280 | | 20,790 | | 1,436 | | — | | 27,506 | |
Receivables | | (756 | ) | 90,008 | | 8,931 | | (94 | ) | 98,089 | |
Receivables from affiliates | | 16,747 | | 5,755 | | — | | (22,502 | ) | — | |
Other current assets | | — | | 13,011 | | 884 | | — | | 13,895 | |
Total current assets | | 21,271 | | 129,564 | | 11,251 | | (22,596 | ) | 139,490 | |
Other assets: | | | | | | | | | | | |
Regulatory assets | | — | | 248,938 | | 2,743 | | — | | 251,681 | |
Investments in affiliates | | 565,347 | | — | | — | | (565,347 | ) | — | |
Long-term affiliate notes receivable | | 26,255 | | — | | — | | (26,255 | ) | — | |
Other assets | | 1,120 | | 44,827 | | 7,111 | | (205 | ) | 52,853 | |
Total other assets | | 592,722 | | 293,765 | | 9,854 | | (591,807 | ) | 304,534 | |
| | $ | 615,147 | | $ | 1,796,484 | | $ | 168,209 | | $ | (619,985 | ) | $ | 1,959,855 | |
CAPITALIZATION AND LIABILITIES | | | | | | | | | | | |
Capitalization: | | | | | | | | | | | |
Common stockholders’ equity | | $ | 598,756 | | $ | 500,290 | | $ | 70,548 | | $ | (570,838 | ) | $ | 598,756 | |
Affiliate long-term debt | | — | | — | | 26,255 | | (26,255 | ) | — | |
Long-term debt, less current maturities | | — | | 424,854 | | 1,288 | | — | | 426,142 | |
Total capitalization | | 598,756 | | 925,144 | | 98,091 | | (597,093 | ) | 1,024,898 | |
Current liabilities: | | | | | | | | | | | |
Current maturities of long-term debt | | — | | 6,137 | | 1,771 | | — | | 7,908 | |
Short-term borrowings | | 16,815 | | 30,000 | | — | | — | | 46,815 | |
Payables to affiliates | | 48 | | — | | 22,454 | | (22,502 | ) | — | |
Accounts payable | | — | | 51,764 | | 3,323 | | — | | 55,087 | |
Accrued expenses and other liabilities | | 107 | | 55,346 | | 1,321 | | — | | 56,774 | |
Total current liabilities | | 16,970 | | 143,247 | | 28,869 | | (22,502 | ) | 166,584 | |
Unamortized investment tax credits | | — | | 2,106 | | — | | — | | 2,106 | |
Deferred income taxes, net | | (579 | ) | 179,870 | | 4,344 | | (390 | ) | 183,245 | |
Pension and postretirement benefits other than pensions | | — | | 145,451 | | — | | — | | 145,451 | |
Regulatory and other liabilities | | — | | 77,627 | | 8,828 | | — | | 86,455 | |
Advances for construction | | — | | 182,776 | | 617 | | — | | 183,393 | |
Contributions in aid of construction | | — | | 140,263 | | 27,460 | | — | | 167,723 | |
| | $ | 615,147 | | $ | 1,796,484 | | $ | 168,209 | | $ | (619,985 | ) | $ | 1,959,855 | |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the three months ended March 31, 2014 |
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(In thousands) |
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| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
Operating revenue | | $ | — | | $ | 103,749 | | $ | 6,766 | | $ | — | | $ | 110,515 | |
Operating expenses: | | | | | | | | | | | |
Operations: | | | | | | | | | | | |
Water production costs | | — | | 43,368 | | 2,034 | | — | | 45,402 | |
Administrative and general | | — | | 22,772 | | 2,369 | | — | | 25,141 | |
Other | | — | | 14,662 | | 1,840 | | (126 | ) | 16,376 | |
Maintenance | | — | | 4,823 | | 182 | | — | | 5,005 | |
Depreciation and amortization | | 43 | | 14,954 | | 1,083 | | (27 | ) | 16,053 | |
Income tax (benefit) | | (50 | ) | (3,348 | ) | (658 | ) | 217 | | (3,839 | ) |
Taxes other than income taxes | | — | | 4,650 | | 575 | | — | | 5,225 | |
Total operating (income) expenses | | (7 | ) | 101,881 | | 7,425 | | 64 | | 109,363 | |
Net operating income (loss) | | 7 | | 1,868 | | (659 | ) | (64 | ) | 1,152 | |
Other Income and Expenses: | | | | | | | | | | | |
Non-regulated revenue | | 467 | | 4,029 | | 377 | | (593 | ) | 4,280 | |
Non-regulated expenses, net | | — | | (3,639 | ) | (480 | ) | — | | (4,119 | ) |
Income tax (expense) benefit on other income and expense | | (190 | ) | (159 | ) | 64 | | 206 | | (79 | ) |
Net other income (expense) | | 277 | | 231 | | (39 | ) | (387 | ) | 82 | |
Interest: | | | | | | | | | | | |
Interest expense | | 79 | | 6,960 | | 503 | | (467 | ) | 7,075 | |
Less: capitalized interest | | — | | (341 | ) | (24 | ) | — | | (365 | ) |
Net interest expense | | 79 | | 6,619 | | 479 | | (467 | ) | 6,710 | |
Equity earnings of subsidiaries | | (5,681 | ) | — | | — | | 5,681 | | — | |
Net (loss) | | $ | (5,476 | ) | $ | (4,520 | ) | $ | (1,177 | ) | $ | 5,697 | | $ | (5,476 | ) |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS |
For the three months ended March 31, 2013 |
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(In thousands) |
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| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
Operating revenue | | $ | — | | $ | 104,431 | | $ | 7,013 | | $ | — | | $ | 111,444 | |
Operating expenses: | | | | | | | | | | | |
Operations: | | | | | | | | | | | |
Water production costs | | — | | 39,441 | | 2,256 | | — | | 41,697 | |
Administrative and general | | — | | 22,609 | | 2,672 | | — | | 25,281 | |
Other | | — | | 14,189 | | 1,583 | | (127 | ) | 15,645 | |
Maintenance | | — | | 3,965 | | 168 | | — | | 4,133 | |
Depreciation and amortization | | — | | 13,757 | | 900 | | (28 | ) | 14,629 | |
Income tax (benefit) | | (136 | ) | (727 | ) | (629 | ) | 346 | | (1,146 | ) |
Taxes other than income taxes | | — | | 4,854 | | 581 | | — | | 5,435 | |
Total operating (income) expenses | | (136 | ) | 98,088 | | 7,531 | | 191 | | 105,674 | |
Net operating income (loss) | | 136 | | 6,343 | | (518 | ) | (191 | ) | 5,770 | |
Other Income and Expenses: | | | | | | | | | | | |
Non-regulated revenue | | 570 | | 3,182 | | 532 | | (762 | ) | 3,522 | |
Non-regulated expenses, net | | — | | (1,920 | ) | (497 | ) | — | | (2,417 | ) |
Income tax (expense) on other income and expense | | (232 | ) | (514 | ) | (39 | ) | 334 | | (451 | ) |
Net other income (expense) | | 338 | | 748 | | (4 | ) | (428 | ) | 654 | |
Interest: | | | | | | | | | | | |
Interest expense | | 334 | | 7,727 | | 612 | | (636 | ) | 8,037 | |
Less: capitalized interest | | — | | (379 | ) | (161 | ) | — | | (540 | ) |
Net interest expense | | 334 | | 7,348 | | 451 | | (636 | ) | 7,497 | |
Equity earnings of subsidiaries | | (1,213 | ) | — | | — | | 1,213 | | — | |
Net (loss) | | $ | (1,073 | ) | $ | (257 | ) | $ | (973 | ) | $ | 1,230 | | $ | (1,073 | ) |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the three months ended March 31, 2014 |
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(In thousands) |
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| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
Operating activities: | | | | | | | | | | | |
Net (loss) | | $ | (5,476 | ) | $ | (4,520 | ) | $ | (1,177 | ) | $ | 5,697 | | $ | (5,476 | ) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Equity earnings of subsidiaries | | 5,681 | | — | | — | | (5,681 | ) | — | |
Dividends received from affiliates | | 7,758 | | — | | — | | (7,758 | ) | — | |
Depreciation and amortization | | 43 | | 15,424 | | 1,124 | | (27 | ) | 16,564 | |
Change in value of life insurance contracts | | — | | (158 | ) | — | | — | | (158 | ) |
Other changes in noncurrent assets and liabilities | | 772 | | (9,176 | ) | (641 | ) | 11 | | (9,034 | ) |
Changes in operating assets and liabilities: | | (229 | ) | 7,582 | | 1,224 | | | | 8,577 | |
Net cash provided by operating activities | | 8,549 | | 9,152 | | 530 | | (7,758 | ) | 10,473 | |
Investing activities: | | | | | | | | | | | |
Utility plant expenditures | | — | | (22,896 | ) | (1,724 | ) | — | | (24,620 | ) |
Changes in affiliate advances | | (2,989 | ) | 1,510 | | (181 | ) | 1,660 | | — | |
Proceeds from affiliates long-term debt | | 230 | | — | | — | | (230 | ) | — | |
Purchase of life insurance | | — | | (1,674 | ) | — | | — | | (1,674 | ) |
Changes in restricted cash and other changes, net | | — | | 418 | | — | | — | | 418 | |
Net cash (used in) investing activities | | (2,759 | ) | (22,642 | ) | (1,905 | ) | 1,430 | | (25,876 | ) |
Financing Activities: | | | | | | | | | | | |
Short-term borrowings | | 2,200 | | 20,000 | | — | | — | | 22,200 | |
Repayment of short-term borrowings | | (5,000 | ) | — | | — | | — | | (5,000 | ) |
Changes in affiliate advances | | — | | 356 | | 1,304 | | (1,660 | ) | — | |
Repayment of affiliates long-term borrowings | | — | | — | | (230 | ) | 230 | | — | |
Repayment of long-term debt | | — | | (304 | ) | (156 | ) | — | | (460 | ) |
Advances and contributions in aid for construction | | — | | 1,735 | | 459 | | — | | 2,194 | |
Refunds of advances for construction | | — | | (1,521 | ) | (14 | ) | — | | (1,535 | ) |
Dividends paid to non-affiliates | | (7,758 | ) | — | | — | | — | | (7,758 | ) |
Dividends paid to affiliates | | — | | (7,469 | ) | (289 | ) | 7,758 | | — | |
Net cash (used in) provided by financing activities | | (10,558 | ) | 12,797 | | 1,074 | | 6,328 | | 9,641 | |
Change in cash and cash equivalents | | (4,768 | ) | (693 | ) | (301 | ) | — | | (5,762 | ) |
Cash and cash equivalents at beginning of period | | 5,280 | | 20,790 | | 1,436 | | — | | 27,506 | |
Cash and cash equivalents at end of period | | $ | 512 | | $ | 20,097 | | $ | 1,135 | | $ | — | | $ | 21,744 | |
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CALIFORNIA WATER SERVICE GROUP |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
For the three months ended March 31, 2013 |
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(In thousands) |
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| | Parent | | Cal Water | | All Other | | Consolidating | | Consolidated | |
Company | Subsidiaries | Adjustments |
Operating activities: | | | | | | | | | | | |
Net (loss) | | $ | (1,073 | ) | $ | (257 | ) | $ | (973 | ) | $ | 1,230 | | $ | (1,073 | ) |
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | |
Equity earnings of subsidiaries | | 1,213 | | — | | — | | (1,213 | ) | — | |
Dividends received from affiliates | | 6,705 | | — | | — | | (6,705 | ) | — | |
Depreciation and amortization | | 14 | | 14,192 | | 932 | | (28 | ) | 15,110 | |
Change in value of life insurance contracts | | — | | (510 | ) | — | | — | | (510 | ) |
Other changes in noncurrent assets and liabilities | | 77 | | (63 | ) | (63 | ) | 11 | | (38 | ) |
Changes in operating assets and liabilities: | | | | | | | | | | | |
Other changes, net | | (466 | ) | 4,853 | | 1,673 | | — | | 6,060 | |
Net cash provided by operating activities | | 6,470 | | 18,215 | | 1,569 | | (6,705 | ) | 19,549 | |
Investing activities: | | | | | | | | | | | |
Utility plant expenditures | | (324 | ) | (27,161 | ) | (4,616 | ) | — | | (32,101 | ) |
Net changes in affiliate advances | | (4,293 | ) | 91 | | (243 | ) | 4,445 | | — | |
Proceeds from affiliates long-term debt | | 300 | | 12 | | — | | (312 | ) | — | |
Purchase of life insurance | | — | | (1,539 | ) | — | | — | | (1,539 | ) |
Changes in restricted cash and other changes, net | | — | | 108 | | — | | — | | 108 | |
Net cash (used in) investing activities | | (4,317 | ) | (28,489 | ) | (4,859 | ) | 4,133 | | (33,532 | ) |
Financing Activities: | | | | | | | | | | | |
Short-term borrowings | | 3,800 | | — | | — | | — | | 3,800 | |
Repayment of long-term borrowings | | — | | (195 | ) | (160 | ) | — | | (355 | ) |
Net changes in affiliate advances | | 877 | | (200 | ) | 3,768 | | (4,445 | ) | — | |
Repayment of affiliates long-term borrowings | | (12 | ) | — | | (300 | ) | 312 | | — | |
Advances and contributions in aid for construction | | — | | 1,903 | | 13 | | — | | 1,916 | |
Refunds of advances for construction | | — | | (1,592 | ) | (29 | ) | — | | (1,621 | ) |
Dividends paid to non-affiliates | | (6,705 | ) | — | | — | | — | | (6,705 | ) |
Dividends paid to affiliates | | — | | (5,989 | ) | (716 | ) | 6,705 | | — | |
Issuance of common stock, net | | 105,835 | | — | | — | | — | | 105,835 | |
Net cash provided by (used in) financing activities | | 103,795 | | (6,073 | ) | 2,576 | | 2,572 | | 102,870 | |
Change in cash and cash equivalents | | 105,948 | | (16,347 | ) | (714 | ) | — | | 88,887 | |
Cash and cash equivalents at beginning of period | | 1,470 | | 34,609 | | 2,711 | | — | | 38,790 | |
Cash and cash equivalents at end of period | | $ | 107,418 | | $ | 18,262 | | $ | 1,997 | | $ | — | | $ | 127,677 | |
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