Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Sep. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GWRS | ||
Entity Registrant Name | Global Water Resources, Inc. | ||
Entity Central Index Key | 1,434,728 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 21,471,296 | ||
Entity Public Float | $ 185.7 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
PROPERTY, PLANT AND EQUIPMENT: | ||
Property, plant and equipment | $ 312,148 | $ 289,051 |
Less accumulated depreciation | (85,093) | (75,592) |
Net property, plant and equipment | 227,055 | 213,459 |
CURRENT ASSETS: | ||
Cash and cash equivalents | 12,756 | 5,248 |
Accounts receivable — net | 1,488 | 1,528 |
Due from affiliates | 406 | 430 |
Accrued revenue | 1,998 | 1,759 |
Prepaid expenses and other current assets | 686 | 700 |
Total current assets | 17,334 | 9,665 |
OTHER ASSETS: | ||
Goodwill | 2,639 | 0 |
Intangible assets — net | 12,972 | 12,772 |
Regulatory asset | 1,793 | 1,871 |
Deposits Assets, Noncurrent | 128 | 0 |
Bond service fund and other restricted cash | 441 | 436 |
Equity method investment | 79 | 345 |
Other noncurrent assets | 20 | 20 |
Total other assets | 18,072 | 15,444 |
TOTAL ASSETS | 262,461 | 238,568 |
CURRENT LIABILITIES: | ||
Accounts payable | 604 | 321 |
Accrued expenses | 7,465 | 7,252 |
Customer and meter deposits | 1,460 | 1,395 |
Long-term debt and capital leases — current portion | 47 | 8 |
Total current liabilities | 9,576 | 8,976 |
NONCURRENT LIABILITIES: | ||
Long-term debt and capital leases | 114,507 | 114,363 |
Deferred revenue - ICFA | 17,358 | 19,746 |
Regulatory liability | 8,851 | 8,463 |
Advances in aid of construction | 67,684 | 62,725 |
Contributions in aid of construction — net | 10,670 | 4,425 |
Deferred income tax liabilities, net | 4,350 | 3,114 |
Acquisition liability | 934 | 934 |
Other noncurrent liabilities | 660 | 962 |
Total noncurrent liabilities | 225,014 | 214,732 |
Total liabilities | 234,590 | 223,708 |
Commitments and contingencies (Refer to Note 15) | ||
SHAREHOLDERS' EQUITY: | ||
Common stock, $0.01 par value, 60,000,000 shares authorized; 21,530,470 and 19,631,266 shares issued as of December 31, 2018 and December 31, 2017, respectively. | 215 | 196 |
Treasury stock, 59,174 and no shares at December 31, 2018 and December 31, 2017, respectively. | (1) | 0 |
Paid in capital | 27,657 | 14,288 |
Retained earnings | 0 | 376 |
Total shareholders' equity | 27,871 | 14,860 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 262,461 | $ 238,568 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 21,530,470 | 19,631,266 |
Treasury Stock, Shares | (59,174) | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES: | |||
Water services | $ 15,344,000 | $ 14,367,000 | $ 13,978,000 |
Wastewater and recycled water services | 17,654,000 | 16,765,000 | 15,740,000 |
Unregulated revenues | 2,517,000 | 76,000 | 81,000 |
Total revenues | 35,515,000 | 31,208,000 | 29,799,000 |
OPERATING EXPENSES: | |||
Operations and maintenance | 6,630,000 | 6,087,000 | 6,188,000 |
Operations and maintenance - related party | 1,599,000 | 1,462,000 | 1,853,000 |
General and administrative | 10,548,000 | 9,407,000 | 9,667,000 |
Depreciation | 7,469,000 | 6,908,000 | 6,279,000 |
Total operating expenses | 26,246,000 | 23,864,000 | 23,987,000 |
OPERATING INCOME | 9,269,000 | 7,344,000 | 5,812,000 |
OTHER INCOME (EXPENSE): | |||
Interest income | 101,000 | 19,000 | 18,000 |
Interest expense | (5,255,000) | (5,125,000) | (11,866,000) |
Other | 592,000 | 1,478,000 | 2,222,000 |
Other - related party | 178,000 | 234,000 | 15,000 |
Total other expense | (4,384,000) | (3,394,000) | (9,611,000) |
INCOME (LOSS) BEFORE INCOME TAXES | 4,885,000 | 3,950,000 | (3,799,000) |
INCOME TAX (EXPENSE) BENEFIT | (1,782,000) | 601,000 | 1,287,000 |
NET INCOME (LOSS) | $ 3,103,000 | $ 4,551,000 | $ (2,512,000) |
Basic earnings (losses) per common share | $ 0.15 | $ 0.23 | $ (0.13) |
Diluted earnings (losses) per common share | 0.15 | 0.23 | (0.13) |
Dividends declared per common share | $ 0.28 | $ 0.28 | $ 0.26 |
Weighted average number of common shares used in the determination of: | |||
Basic | 20,468,509 | 19,605,239 | 19,146,534 |
Diluted | 20,507,437 | 19,644,768 | 19,146,534 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Paid-in Capital | Treasury Stock, Common [Member] | Retained Earnings | Common Stock | Common StockCommon Stock | Common StockPaid-in Capital |
BALANCE at the beginning (in shares) at Dec. 31, 2015 | 18,241,746 | ||||||||
BALANCE, at the beginning at Dec. 31, 2015 | $ 20,063,000 | $ 2,000 | $ 0 | $ 21,659,000 | $ (1,598,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net proceeds from sale of stock (in shares) | 1,339,520 | ||||||||
Net proceeds from sale of stock | 5,539,000 | $ 281,000 | 5,258,000 | ||||||
Dividend declared | (5,042,000) | (5,042,000) | |||||||
Merger of GWRC | (2,452,000) | (87,000) | (2,365,000) | ||||||
Deemed distribution to related party | (648,000) | (648,000) | |||||||
Retirement of treasury shares | 0 | $ (87,000) | 87,000 | ||||||
Stock compensation | 106,000 | 106,000 | |||||||
Cumulative effect of change in accounting principle | (65,000) | (65,000) | |||||||
Net income | (2,512,000) | (2,512,000) | |||||||
BALANCE at the end (in shares) at Dec. 31, 2016 | 19,581,266 | ||||||||
BALANCE, at the end at Dec. 31, 2016 | 14,989,000 | $ 196,000 | 0 | 18,968,000 | (4,175,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividend declared | (5,404,000) | (5,404,000) | |||||||
Merger of GWRC | $ 53,000 | 53,000 | |||||||
Stock option exercise (in shares) | (50,000) | 50,000 | |||||||
Stock option exercise | $ 375,000 | 375,000 | |||||||
Stock compensation | 296,000 | 296,000 | |||||||
Net income | 4,551,000 | 4,551,000 | |||||||
BALANCE at the end (in shares) at Dec. 31, 2017 | 19,631,266 | ||||||||
BALANCE, at the end at Dec. 31, 2017 | $ 14,860,000 | $ 196,000 | $ 0 | 14,288,000 | 376,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Treasury Stock, Shares | 0 | ||||||||
Net proceeds from sale of stock | $ 14,636,000 | $ 17,000 | $ 14,619,000 | ||||||
Dividend declared | $ (5,840,000) | (2,361,000) | |||||||
Dividends | 3,479,000 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,720,000 | ||||||||
Stock option exercise (in shares) | (179,000) | 179,204 | |||||||
Stock option exercise | $ 790,000 | $ 2,000 | 788,000 | ||||||
Stock compensation | 323,000 | 323,000 | |||||||
Net income | 3,103,000 | 3,103,000 | |||||||
BALANCE at the end (in shares) at Dec. 31, 2018 | 21,530,470 | (59,174) | |||||||
BALANCE, at the end at Dec. 31, 2018 | $ 27,871,000 | $ 215,000 | $ (1,000) | $ 27,657,000 | $ (1,000) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Treasury Stock, Shares | (59,174) |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Subsequent Event Monthly Dividends declared per common share (in dollars per share) | $ 0.28 | $ 0.28 | $ 0.26 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 3,103 | $ 4,551 | $ (2,512) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred compensation | 1,714 | 1,550 | 2,234 |
Depreciation | 7,469 | 6,908 | 6,279 |
Write-off of debt issuance costs | 0 | 0 | 2,165 |
Amortization of deferred debt issuance costs and discounts | 101 | 44 | 428 |
Loss on sale of Willow Valley | 0 | 0 | 54 |
Loss on equity investment | 265 | 136 | 340 |
Other gains | (27) | 0 | (978) |
Provision for doubtful accounts receivable | 93 | 128 | 70 |
Deferred income tax expense | 1,236 | 529 | (1,408) |
Changes in assets and liabilities | |||
Accounts receivable | 178 | (179) | (409) |
Other current assets | (110) | (116) | (415) |
Accounts payable and other current liabilities | (688) | (1,247) | (4,087) |
Other noncurrent assets | 73 | (1,763) | 117 |
Other noncurrent liabilities | (2,100) | 615 | 17 |
Net cash provided by operating activities | 11,307 | 11,156 | 1,895 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (4,787) | (20,885) | (8,588) |
Payments for (Proceeds from) Previous Acquisition | (8,475) | 0 | |
Proceeds from the sale of Willow Valley | 0 | 0 | 2,254 |
Deposits of restricted cash, net | 1 | (208) | 154 |
Other cash flows from investing activities | (64) | 95 | 13 |
Net cash used in investing activities | (13,325) | (20,998) | (6,167) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Dividends paid | (5,791) | (5,399) | (5,036) |
Advances in aid of construction | 817 | 574 | 346 |
Proceeds from stock option exercise | 790 | 375 | 0 |
Principal payments under capital lease | (27) | (79) | (378) |
Refunds of advances for construction | (896) | (854) | (794) |
Loan borrowings | 140 | 0 | 115,000 |
Loan repayments | (9) | (5) | 0 |
Repayments of bond debt | 0 | 0 | (106,695) |
Proceeds withdrawn from bond service fund | 0 | 0 | 8,825 |
Proceeds from sale of stock | 15,910 | 0 | 8,372 |
Payment of Sonoran acquisition liability | 0 | 0 | (2,800) |
Debt issuance costs paid | (134) | (20) | (760) |
Payments of offering costs for sale of stock | 1,274 | 0 | (2,823) |
Net cash provided by (used in) financing activities | 9,526 | (5,408) | 13,257 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,508 | (15,250) | 8,985 |
CASH AND CASH EQUIVALENTS — Beginning of period | 5,248 | 20,498 | 11,513 |
CASH AND CASH EQUIVALENTS – End of period | $ 12,756 | $ 5,248 | $ 20,498 |
Description of Business, Basis
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, CORPORATE TRANSACTIONS, SIGNIFICANT ACCOUNTING POLICIES, AND RECENT ACCOUNTING PRONOUNCEMENTS Description of Business Global Water Resources, Inc. (the “Company” or “GWRI”) is a water resource management company that owns, operates, and manages water, wastewater, and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona. GWRI seeks to deploy an integrated approach, which the Company refers to as “Total Water Management,” a term used to mean managing the entire water cycle by owning and operating the water, wastewater, and recycled water utilities within the same geographic areas in order to both conserve water and maximize its total economic and social value. GWRI uses Total Water Management to promote sustainable communities in areas where the expectation is for growth to outpace the existing potable water supply. The Company’s model focuses on the broad issues of water supply and scarcity and applies principles of water conservation through water reclamation and reuse. The basic premise is that the world’s water supply is limited and yet can be stretched significantly through effective planning, the use of recycled water, and by providing individuals and communities resources that promote wise water usage practices. GWRI currently owns twelve water and wastewater utilities in strategically targeted communities in metropolitan Phoenix. GWRI currently serves more than 55,000 people in approximately 21,000 homes within our 352 square miles of certificated service areas, which are serviced by seven wholly-owned regulated operating subsidiaries as of December 31, 2018 . Approximately 92.8% of the Company’s active service connections are customers of our Santa Cruz and Palo Verde utilities, which are located within a single service area. GWRI has grown significantly since its formation in 2003, with total revenues increasing from $4.9 million in 2004 to $35.5 million in 2018 , and total service connections increasing from 8,113 as of December 31, 2004 to 44,289 as of December 31, 2018 , with regionally planned service areas large enough to serve approximately two million service connections. Basis of Presentation and Principles of Consolidation The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of GWRI and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. The Company prepares its financial statements in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The U.S. dollar is the Company’s reporting currency and functional currency. The Company qualifies as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), under the rules and regulations of the SEC. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. The Company has elected to take advantage of these provisions for up to five years or such earlier time that the Company is no longer an emerging growth company. The Company has elected to take advantage of some of the reduced disclosure obligations regarding financial statements. Also, as an emerging growth company, the Company can elect to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has chosen to take advantage of this extended accounting transition provision. Certain prior period information has been adjusted to conform to the current year presentation to reflect a 100.68 to 1.00 stock split effectuated on April 28, 2016. All share and per share amounts presented in these financial statements have been retrospectively adjusted to reflect the impact of the stock split. Corporate Transactions Sale of certain MXA and WMA contracts In September 2013, the Company sold its Wastewater Facilities Main Extension Agreements (“MXA”) and Offsite Water Management Agreements (“WMA") for the contemplated Loop 303 service area along with their related rights and obligations to EPCOR Water Arizona Inc. (“EPCOR”) (collectively the “Transfer of Project Agreement”, or “Loop 303 Contracts”). Pursuant to the Transfer of Project Agreement, EPCOR agreed to pay GWRI approximately $4.1 million over a multi-year period. As part of the consideration, GWRI agreed to complete certain engineering work required in the WMAs, which work had been completed prior to January 1, 2015. As the engineering work has been completed, the Company effectively has no further obligations under the WMAs, the MXAs, or the Transfer of Project Agreement. Prior to January 1, 2015, the Company had received $2.8 million of proceeds and recognized income of approximately $3.3 million within other income (expense) in the statement of operations related to the gain on sale of these agreements and the proceeds received prior to January 1, 2015 for engineering work required in the WMAs. The Company received additional proceeds of approximately $0.3 million in April 2015 and recognized those amounts as income at that time. Receipt of the remaining $1.0 million of proceeds will be recorded as additional income over time as certain milestones are met between EPCOR and the developers/landowners. Additional milestones have been completed during the three months ended December 31, 2018 and as such, the remaining $1.0 million is expected to be received during the first half of 2019. Stipulated Condemnation of the Operations and Assets of Valencia Water Company, Inc. On July 14, 2015, the Company closed the stipulated condemnation to transfer the operations and assets of Valencia Water Company, Inc. ("Valencia") to the City of Buckeye. Terms of the condemnation were agreed upon through a settlement agreement and stipulated final judgment of condemnation wherein the City of Buckeye acquired all the operations and assets of Valencia and assumed operation of the utility upon close. The City of Buckeye paid the Company $55.0 million at close, plus an additional $0.1 million in working capital adjustments. The City of Buckeye is obligated to pay the Company a growth premium equal to $3,000 for each new water meter installed within Valencia’s prior service areas in the City of Buckeye, for a 20 -year period ending December 31, 2034 , subject to a maximum payout of $45.0 million over the term of the agreement. In consideration of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 205-20-45-1, Presentation of Financial Statements – Discontinued Operations, the condemnation of Valencia transaction did not meet the criteria of discontinued operations. As the transaction did not change the services provided or the manner in which the Company operates, it was determined the transaction did not represent a strategic shift and therefore did not qualify for presentation as a discontinued operation. S ale of Willow Valley Water Co., Inc. On March 23, 2015, the Company reached an agreement to sell the operations and assets of Willow Valley Water Company, Inc. (“Willow Valley”) to EPCOR. EPCOR purchased the operations, assets, and rights used by Willow Valley to operate the utility system for $2.3 million . The transaction was approved by the Arizona Corporation Commission (“ACC”) on March 10, 2016, and the transaction closed on May 9, 2016. Per ASC 360-10-45-9, Impairment and Disposal of Long-Lived Assets, the assets and liabilities of Willow Valley were determined to meet the criteria to be classified as held for sale beginning with our March 31, 2015 consolidated financial statements. The criteria utilized to make this determination were: (i) management had the authority and had entered into an agreement to sell the assets of Willow Valley; (ii) the assets and liabilities were available for immediate sale in their present condition; (iii) the approval from the ACC was probable within the next year; (iv) a reasonable price had been agreed upon; and (v) it was unlikely that significant changes to the agreement would occur prior to approval. In consideration of ASC 205-20-45-1, the Willow Valley transaction did not meet the criteria for discontinued operations as the transaction did not change the services provided nor the manner in which the Company operates. Therefore, it was determined the transaction did not represent a strategic shift. A loss of $176,000 was recorded in other expense during the first quarter of 2015, when the assets and liabilities were classified as held for sale, to adjust the carrying value of the assets to the agreed upon fair value less cost to sell. An additional loss of $54,000 was recognized upon close of the sale of Willow Valley in the second quarter of 2016. Merger with GWR Global Water Resources Corp. (“GWRC”) On May 3, 2016, the Company completed the merger of GWRC into GWRI, (the "Reorganization Transaction"). At the time of the merger, GWRC ceased to exist as a British Columbia corporation and the Company continued as the surviving entity of the merger. See Note 8 – “Transactions with Related Parties”. In conjunction with the merger of GWRC into GWRI, the Company recorded $731,000 in accounts payable and $353,000 in deferred compensation on the books of GWRI that were previously recorded at GWRC. In addition to these liabilities, the Company also recorded an approximate $1.4 million tax liability associated with the transfer of GWRC from Canada to the United States, which liability has since been settled. A corresponding reduction in paid in capital was recorded with the merging of these liabilities into GWRI. The 8,726,747 outstanding common shares of the Company held by GWRC, and acquired by the Company at the time of merger, were recorded as treasury stock and were retired in December 2016. Initial Public Offering On May 3, 2016, the Company completed the initial public offering of 1,164,800 shares of common stock at $6.25 per share for gross proceeds of approximately $7.3 million (the “U.S. IPO”). The Company granted the underwriter the option to purchase up to an additional 174,720 shares of common stock at the same price, which was exercised by the underwriter on May 11, 2016, for additional gross proceeds of $1.1 million . Our shares of common stock are listed on the NASDAQ Global Market and the Toronto Stock Exchange under the symbols “GWRS” and “GWR”, respectively. Private Letter Ruling On June 2, 2016, the Company received a Private Letter Ruling from the Internal Revenue Service ("IRS") that, for purposes of deferring the approximately $19.4 million gain realized from the condemnation of the operations and assets of Valencia, determined that the assets converted upon the condemnation of such assets could be replaced through certain reclamation facility improvements contemplated by the Company under Internal Revenue Code §1033 as property similar or related in service or use. In June 2016, the Company converted all operating subsidiaries from corporations to limited liability companies to take full advantage of the benefits of such ruling. Pursuant to Internal Revenue Code §1033, the Company would have been able to defer the gain on condemnation through the end of 2017. On April 18, 2017, the Company filed a request for a one-year extension to defer the gain to the end of 2018, which the IRS approved on August 8, 2017. On August 28, 2018, the Company filed a request to further defer the gain to the end of 2019, which the IRS approved on October 12, 2018. As a result of the initial Private Letter Ruling, the Company significantly increased capital expenditures in 2016 and 2017 as compared to prior years. Following the most recent Private Letter Ruling extension, the Company expects an increase in capital expenditures for 2019 compared to 2018 to fully defer the remaining tax liability of approximately $2.1 million as of December 31, 2018 . Acquisitions Eagletail Water Company On May 15, 2017, the Company acquired Eagletail Water Company ("Eagletail") via merger. At the time of acquisition, Eagletail, a small water utility located west of metropolitan Phoenix, added approximately 55 active water connections and eight square miles of approved service area to the Company’s existing regional service footprint. Total consideration was approximately $80,000 . As part of the transaction, the Company acquired assets of approximately $80,000 and assumed liabilities of approximately $78,000 . Refer to Note 6 — "Acquisitions" for additional information regarding acquisitions. Turner Ranches Water and Sanitation Company On May 30, 2018, the Company acquired Turner Ranches Water and Sanitation Company ("Turner"), a non-potable irrigation water utility in Mesa, Arizona, for total consideration of approximately $2.8 million in cash. Refer to Note 6 — "Acquisitions" for additional information regarding the Turner acquisition. Red Rock Utilities On October 16, 2018, the Company completed the acquisition of Red Rock Utilities ("Red Rock"), an operator of a water and a wastewater utility with service areas in the Pima and Pinal counties of Arizona, for a purchase price of $5.9 million . The acquisition added over 1,650 connections and approximately 9 square miles of service area. Refer to Note 6 — "Acquisitions" for additional information regarding the Red Rock acquisition. Common Stock Offering On July 20, 2018, the Company completed a public offering of 1,720,000 shares of common stock at a public offering price of $9.25 per share, for gross proceeds of $15.9 million , which included 220,000 shares issued and sold pursuant to the underwriter's exercise in full of its option to purchase additional shares. The Company received net proceeds of approximately $14.6 million after deducting underwriting discounts and commissions and offering expenses payable by the Company, which collectively totaled $1.3 million . ACC Tax Docket The Company had a regulatory asset of $1.8 million and $1.9 million at December 31, 2018 and December 31, 2017, respectively, and regulatory liabilities of $0.6 million at both December 31, 2018 and 2017 related to the Federal Tax Cuts and Jobs Act (the "TCJA") signed into law on December 22, 2017. Under ASC Topic 740, Income Taxes , the tax effects of changes in tax laws must be recognized in the period in which the law is enacted. ASC 740 also requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, the Company’s deferred income taxes were re-measured based upon the new tax rate. For the Company’s regulated entities, substantially all of the change in deferred income taxes is recorded as an offset to either a regulatory asset or liability because the impact of changes in the rates are expected to be recovered from or refunded to customers. On December 20, 2017, the Arizona Corporation Commission (the “ACC”) opened a docket to address the utility ratemaking implications of the TCJA. The ACC is considering the impact for regulated utilities, as it is expected that certain effects of the TCJA add to rate base and others reduce rate base. Numerous companies, including our regulated utilities, filed comments with the ACC in January 2018. The ACC subsequently approved an order in February 2018 requiring Arizona utilities to apply regulatory accounting treatment, which includes the use of regulatory assets and regulatory liabilities, to address all impacts from the enactment of the TCJA. The order also required certain utilities (including all of our currently operating regulated utilities other than Eagletail, Turner and Red Rock) to have made one of the following three types of filings by April 7, 2018: 1) file an application for a tax expense adjustor mechanism, 2) file an intent to file a rate case within 90 days, or 3) any such other application to address rate making implications of the TCJA. Accordingly, we filed a proposal for a tax expense adjustor mechanism with the ACC on April 9, 2018, which was subsequently amended through an updated filing with the ACC on July 2, 2018. The updated filing set forth a number of alternative proposals, including that the ACC make no reduction to regulated revenues or, in the alternative, that the ACC approve a phased reduction in regulated revenues. On September 20, 2018, the ACC issued Rate Decision No. 76901, which set forth the reductions in revenue for our Santa Cruz, Palo Verde, Greater Tonopah and Northern Scottsdale utilities due to the TCJA. Rate Decision No. 76901 adopted a phase-in approach for the reductions to match the phase-in of our revenue requirement under Rate Decision No. 74364 enacted in February 2014. In 2018, the annual reductions in revenue for our Santa Cruz, Palo Verde, Greater Tonopah, and Northern Scottsdale utilities are approximately $312,000 , $449,000 , $16,000 , and $5,000 , respectively. In 2021, the final year of the phase-in, the annual reductions in revenue for our Santa Cruz, Palo Verde, Tonopah, and Northern Scottsdale utilities will be approximately $415,000 , $669,000 , $16,000 , and $5,000 , respectively. The ACC also approved a carrying cost of 4.25% on regulatory liabilities resulting from the difference of the fully phased-in rates to be applied in 2021 versus the phased-in rates refunded in 2018. Rate Decision No. 76901, however, did not address the impacts of the TCJA on accumulated deferred income taxes (“ADIT”), including excess ADIT (“EADIT”). The ACC requested the Company to submit a proposal by December 19, 2018 regarding the impact of the TCJA on its ADIT as of January 1, 2018, and the related EADIT amortization methods for both the plant-related (the protected element of EADIT) and the non-plant related (the unprotected portion of EADIT) assets, as appropriate. On December 19, 2018, the Company submitted the required filing and proposed that as part of a required July 1, 2019 filing, it will propose revised tariffs that incorporate the appropriate rate impacts. Previously, the ACC Chairman noted that there may be some unintended consequences related to the tax treatment of CIACs and AIACs, which are now taxable with the enactment of the TCJA. Following receipt of comments from various parties, including from us, and a recommendation from the ACC Staff, the ACC adopted an order in November 2018 relating to the funding for income taxes on CIACs and AIACs that provides for the following: 1) requires that under the hybrid sharing method, a contributor will pay a gross-up to the utility consisting of 55% of the income tax expense with the utility covering the remaining 45% of the income tax expense; 2) removes the full gross-up method option for Class A and B utilities and its affiliates (which includes all of our utilities); 3) ensures proper ratemaking treatment of a utility using the self-pay method; 4) clarifies that pass-through entities that are owned by a “C” corporation can recover tax expense according to methods allowed; and 5) requires Class A and B utilities to self-pay the taxes associated with hook-up fee contributions but permits using a portion of the hook-up fees to fund these taxes. The ACC amended the November order by issuing Decision No. 77084 on February 20, 2019, which imposed additional limits on grossing up CIAC, which we do not believe will be material to us, and modified certain provisions for Class C utilities. Significant Accounting Policies Regulation Our regulated utilities and certain other balances are subject to regulation by the ACC and are therefore subject to Accounting Standards Codification Topic 980, Regulated Operations (“ASC Topic 980”) (See Note 2 – “Regulatory Decision and Related Accounting and Policy Changes”). Property, plant, and equipment Property, plant, and equipment is stated at cost less accumulated depreciation provided on a straight-line basis (See Note 3 – “Property, Plant, and Equipment”). Depreciation rates for asset classes of utility property, plant, and equipment are established by the ACC. The cost of additions, including betterments and replacements of units of utility fixed assets are charged to utility property, plant, and equipment. When units of utility property are replaced, renewed, or retired, their cost plus removal or disposal costs, less salvage proceeds, is charged to accumulated depreciation. For non-utility property, plant, and equipment, depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets. Cost and accumulated depreciation for non-utility property, plant, and equipment retired or disposed of are removed from the accounts and any resulting gain or loss is included in earnings. In addition to third party costs, direct personnel costs and indirect construction overhead costs may be capitalized. Interest incurred during the construction period is also capitalized as a component of the cost of the constructed assets, which represents the cost of debt associated with construction activity. Expenditures for maintenance and repairs are charged to expense. Revenue Recognition—Water Services Water services revenues are recorded when service is rendered or water is delivered to customers. However, in addition to the monthly basic service charge, the determination and billing of water sales to individual customers is based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each reporting period, amounts of water delivered to customers since the date of the last meter reading are estimated and the corresponding unbilled revenue is recorded as accrued revenue. Water connection fees are the fees associated with the application process to set up a customer to receive utility service on an existing water meter. These fees are approved by the ACC throu gh the regulatory process and are set based on the costs incurred to establish services including the application process, billing setup, in itial meter reading, and service transfer. Because the amounts charged for water connection fees are set by our regulator and not negotiated in conjunction with the pricing of ongoing water service, the connection fees represent the culmination of a separate earnings process and are recognized when the service is provided. For the years ended December 31, 2018 , 2017 , and 2016 , the Company recognized $344,000 , $307,000 , and $236,000 in connection fees, respectively. Meter installation fees are the fees charged to developers or builders associated with installing new water meters. Certain fees for meters are regulated by the ACC, and are refundable to the end customer over a period of time. Refundable meter installation fees are recorded as a liability upon receipt. These fees are recognized as revenue when the service is rendered, or when a water meter is installed. Revenue Recognition—Wastewater and Recycled Water Services Wastewater service revenues are generally recognized when service is rendered. Wastewater services are billed at a fixed monthly amount per connection, and recycled water services are billed monthly based on volumetric fees. Revenue Recognition—Unregulated Revenues Unregulated Revenues represent those revenues that are not subject to the ratemaking process of the ACC. Unregulated revenues are limited to rental revenue and imputed revenues resulting from certain infrastructure coordination and financing agreement arrangements ("ICFAs"). Allowance for Doubtful Accounts Provisions are made for doubtful accounts due to the inherent uncertainty around the collectability of accounts receivable. The allowance for doubtful accounts is recorded as bad debt expense, and is classified as general and administrative expense. The allowance for doubtful accounts is determined considering the age of the receivable balance, type of customer (e.g., residential or commercial), payment history, as well as specific identification of any known or expected collectability issues (see Note 4 – “Accounts Receivable”). Infrastructure coordination and financing fees ICFAs are agreements with developers and homebuilders whereby GWRI, which owns the operating utilities, provides services to plan, coordinate, and finance the water and wastewater infrastructure that would otherwise be required to be performed or subcontracted by the developer or homebuilder. Services provided within these agreements include coordination of construction services for water and wastewater treatment facilities as well as financing, arranging, and coordinating the provision of utility services. ICFA revenue is recognized when the following conditions are met: • the fee is fixed and determinable; • the cash received is nonrefundable; • capacity currently exists to serve the specific lots; and • there are no additional significant performance obligations. As these arrangements are with developers and not with the end water or wastewater customer, revenue recognition coincides with the completion of our performance obligations under the agreement with the developer and our ability to provide fitted capacity for water and wastewater service. Payments received under the agreements are recorded as deferred revenue until the point at which all of the conditions described above are met. Historically ICFAs have been accounted for as revenue pursuant to the obligations being met as outlined above, or as contributions in aid of construction (“CIAC”) when funds were received. Pursuant to Rate Decision No. 74364, as funding is received 70% of ICFAs are now recorded as a hook-up fee (“HUF”) liability until the HUF liability is fully funded, with the remaining amount recorded as revenue once all components of revenue recognition are met (See Note 2 – “Regulatory Decision and Related Accounting and Policy Changes”). Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments in debt instruments with an original maturity of three months or less. Restricted Cash Restricted cash represents cash deposited as a debt service reserve for certain loans and bonds. The following table summarizes the restricted cash balance as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 HUF funds $ 9 $ 9 Certificate of deposits 432 427 $ 441 $ 436 Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s valuation allowance totaled zero as of December 31, 2018 and 2017 , (see Note 12 – “Income Taxes”). We evaluate uncertain tax positions using a two-step approach. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited, and to the extent that uncertain tax positions exist, we provide expanded disclosures. Basic and Diluted Earnings per Common Share As of December 31, 2018 , the Company had 498,496 options outstanding to acquire an equivalent number of shares of GWRI common stock. As of December 31, 2018 , 100,000 options were included in EPS and had 38,928 common share equivalents. The remaining 398,496 options did not have any common share equivalents to be considered for purposes of calculating earnings per share. As of December 31, 2017 , the Company had 740,000 options outstanding, 275,000 options were in the money, and had common share equivalents of 39,529 , which were included within the calculation of diluted earnings per share, along with $154,000 of unrecognized stock compensation. The remaining 465,000 options were out of the money in the period, and therefore the Company did not have any common share equivalents to be considered for purposes of calculating earnings per share. As of December 31, 2016 , the Company had 368,395 options outstanding, all options were in the money, and had common share equivalents of 19,467 , which were not included within the calculation of diluted earnings per share as to do so would be antidilutive in periods of net loss. See Note 13 – “Deferred Compensation Awards”. Goodwill Goodwill represents the excess purchase price over the fair value of net tangible and identifiable intangible assets acquired through acquisitions. Goodwill is not amortized, it is instead tested for impairment annually, or more often, if circumstances indicate a possible impairment may exist. As required, we evaluate goodwill for impairment annually, and do so as of November 1 of each year, and at an interim date if indications of impairment exist. When testing goodwill for impairment, we may assess qualitative factors, including macroeconomic conditions, industry and market considerations, overall financial performance, and entity specific events to determine whether it is more likely than not that the fair value of an operating and reportable segment is less than its carrying amount. We utilize internally developed discounted future cash flow models, third-party appraisals, or broker valuations to determine the fair value of the reporting unit. Under the discounted cash flow approach, we utilize various assumptions requiring judgment, including projected future cash flows, discount rates, and capitalization rates. Our estimated future cash flows are based on historical data, internal estimates, and external sources. We then compare the estimated fair value to the carrying value. If the carrying value is in excess of the fair value, an impairment charge is recorded to asset impairments within our consolidated statement of operations in the amount by which the reporting unit's carrying value exceeds its fair value, limited to the carrying value of goodwill. Refer to Note 7 — "Goodwill and Intangible Assets" for additional information about goodwill. Intangible Assets Intangible assets not subject to amortization consist of certain permits expected to be renewable indefinitely, water rights and certain service areas acquired in transactions which did not meet the definition of business combinations for accounting purposes, and are considered to have indefinite lives. Intangible assets with indefinite lives are not amortized but are tested for impairment annually, or more often if certain circumstances indicate a possible impairment may exist. Amortized intangible assets consist primarily of acquired ICFA contract rights. Pursuant to Rate Decision No. 71878 issued by the ACC on September 15, 2010 for the February 2009 filed rate cases for Santa Cruz, Palo Verde, Valencia, Greater Buckeye, Greater Tonopah, and Willow Valley (the “2010 Regulatory Rate Decision”), ICFA funds received were accounted for as CIAC. The Company established a regulatory liability against the Company’s intangible assets balance to offset the value of the intangible assets related to the expected receipt of ICFA fees in the future. As of January 1, 2014 the Company had a regulatory liability balance of $11.4 million . Howeve |
Regulatory Decision and Related
Regulatory Decision and Related Accounting and Policy Changes | 12 Months Ended |
Dec. 31, 2018 | |
Regulated Operations [Abstract] | |
Regulatory Decision and Related Accounting and Policy Changes | REGULATORY DECISION AND RELATED ACCOUNTING AND POLICY CHANGES Our regulated utilities and certain other balances are subject to regulation by the ACC and meet the requirements for regulatory accounting found within ASC Topic 980, Regulated Operations . In accordance with ASC Topic 980, rates charged to utility customers are intended to recover the costs of the provision of service plus a reasonable return in the same period. Changes to the rates are made through formal rate applications with the ACC, which we have done for all of our operating utilities and which are described below. On July 9, 2012, we filed formal rate applications with the ACC to adjust the revenue requirements for seven utilities representing a collective rate increase of approximately 28% over 2011 revenue levels. In August 2013, the Company entered into a settlement agreement with ACC Staff, the Residential Utility Consumers Office, the City of Maricopa, and other parties to the rate case. The settlement required approval by the ACC’s Commissioners before it could take effect. In February 2014, the rate case proceedings were completed and the ACC issued Rate Decision No. 74364, effectively approving the settlement agreement. The rulings of the decision include, but are not limited to, the following: • For the Company’s utilities, adjusting for the condemnation of the operations and assets of Valencia and sale of Willow Valley Water Co., Inc. ("Willow Valley"), which occurred in 2015 and 2016, respectively, a collective revenue requirement increase of $3.6 million based on 2011 test year service connections, phased-in over time, with the first increase in January 2015 as follows (in thousands, not updated for the TCJA, refer to Note 1 — "Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements — Corporate Transactions — ACC Tax Docket" for further details): Incremental Cumulative 2015 $ 1,083 $ 1,083 2016 887 1,970 2017 335 2,305 2018 335 2,640 2019 335 2,975 2020 335 3,310 2021 335 3,645 Whereas this phase-in of additional revenues was determined using a 2011 test year, to the extent that the number of active service connections increases from 2011 levels, the additional revenues may be greater than the amounts set forth above. On the other hand, if active connections decrease or we experience declining usage per customer, we may not realize all of the anticipated revenues. • Full reversal of the imputation of CIAC balances associated with funds previously received under ICFAs, as required in the Company’s last rate case. The reversal restored rate base or future rate base and had a significant impact of restoring shareholder equity on the balance sheet. • The Company has agreed to not enter into any new ICFAs. Existing ICFAs will remain in place, but a portion of future payments to be received under the ICFAs will be considered as hook-up fees, which are accounted for as CIAC once expended on plant. • A 9.5% return on common equity was adopted. On September 20, 2018, the ACC issued Rate Decision No. 76901, which set forth the reductions in revenue for our Santa Cruz, Palo Verde, Greater Tonopah, and Northern Scottsdale utilities due to the TCJA. Rate Decision No. 76901 adopted a phase-in approach for the reductions to match the phase-in of our revenue requirements under Rate Decision No. 74364. Refer to Note 1 — "Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements — Corporate Transactions — ACC Tax Docket" for details regarding Rate Decision No. 76901. The following provides additional discussion on accounting and policy changes resulting from Rate Decision No. 74364. Infrastructure Coordination and Financing Agreements – ICFAs are agreements with developers and homebuilders whereby GWRI, the indirect parent of the operating utilities, provides services to plan, coordinate, and finance the water and wastewater infrastructure that would otherwise be required to be performed or subcontracted by the developer or homebuilder. Under the ICFAs, GWRI has a contractual obligation to ensure physical capacity exists through its regulated utilities for water and wastewater to the landowner/developer when needed. This obligation persists regardless of connection growth. Fees for these services are typically a negotiated amount per equivalent dwelling unit for the specified development or portion of land. Payments are generally due in installments, with a portion due upon signing of the agreement, a portion due upon completion of certain milestones, and the final payment due upon final plat approval or sale of the subdivision. The payments are non-refundable. The agreements are generally recorded against the land and must be assumed in the event of a sale or transfer of the land. The regional planning and coordination of the infrastructure in the various service areas has been an important part of GWRI’s business model. Prior to January 1, 2010, GWRI accounted for funds received under ICFAs as revenue once the obligations specified in the ICFA were met. As these arrangements are with developers and not with the end water or wastewater customer, the timing of revenue recognition coincided with the completion of GWRI’s performance obligations under the agreement with the developer and with GWRI’s ability to provide fitted capacity for water and wastewater service through its regulated subsidiaries. The 2010 Regulatory Rate Decision No. 71878 established new rates for the recovery of reasonable costs incurred by the utilities and a return on invested capital. In determining the new annual revenue requirement, the ACC imputed a reduction to rate base for all amounts related to ICFA funds collected by the Company that the ACC deemed to be CIAC for rate making purposes. As a result of the decision by the ACC, GWRI changed its accounting policy for the accounting of ICFA funds. Effective January 1, 2010, GWRI recorded ICFA funds received as CIAC. Thereafter, the ICFA-related CIAC was amortized as a reduction of depreciation expense over the estimated depreciable life of the utility plant at the related utilities. With the issuance of Rate Decision No. 74364, in February 2014, the ACC again changed how ICFA funds would be characterized and accounted for going forward. Most notably, the ACC changed the rate treatment of ICFA funds, and ICFA funds already received would no longer be deemed CIAC for rate making purposes. In conjunction with Rate Decision No. 74364, we eliminated the CIAC liability and reversed the associated regulatory liability brought about by the 2010 ruling. ICFA funds already received or which had become due prior to the date of Rate Decision No. 74364 were accounted for in accordance with the Company’s ICFA revenue recognition policy that had been in place prior to the 2010 Regulatory Rate Decision, wherein the funds received are recognized as revenue once the obligations specified in the ICFA were met. Rate Decision No. 74364 prescribes that of the ICFA funds which come due and are paid subsequent to December 31, 2013, 70% of the ICFA funds will be recorded in the associated utility subsidiary as a hook-up fee (“HUF”) liability, with the remaining 30% to be recorded as deferred revenue, which the Company accounts for in accordance with the Company's ICFA revenue recognition policy. A HUF tariff, specifying the dollar value of a HUF for each utility, was approved by the ACC as part of Rate Decision No. 74364. The Company is responsible for assuring the full HUF value is paid from ICFA proceeds, and recorded in its full amount, even if it results in recording less than 30% of the ICFA fee as deferred revenue. The Company will account for the portion allocated to the HUF as a CIAC contribution. However, in accordance with the ACC directives the CIAC is not deducted from rate base until the HUF funds are expended for utility plant. Such funds will be segregated in a separate bank account and used for plant. A HUF liability will be established and will be amortized as a reduction of depreciation expense over the useful life of the related plant once the HUF funds are utilized for the construction of plant. For facilities required under a HUF or ICFA, the utilities must first use the HUF moneys received, after which, it may use debt or equity financing for the remainder of construction. The Company will record 30% of the funds received, up until the HUF liability is fully funded, as deferred revenue, which is to be recognized as revenue once the obligations specified within the ICFA are met, including construction of sufficient operating capacity to serve the customers for which revenue was deferred. As of December 31, 2018 and December 31, 2017, ICFA deferred revenue recorded on the consolidated balance sheet totaled $17.4 million and $19.7 million , respectively, which represents deferred revenue recorded for ICFA funds received on contracts that had become due prior to Rate Decision No. 74364. For ICFA contracts coming due after December 31, 2013, as funding is received approximately 30% will be added to this balance with the remaining 70% recorded to a HUF liability, until the HUF liability is fully funded at which time any funding greater than the HUF liability will be recorded as deferred revenue. ICFA Revenue Recognition - The Company will recognize ICFA revenue when the following conditions are met: • the fee is fixed and determinable; • the cash received is nonrefundable; • capacity currently exists to serve the specific lots; and • there are no additional significant performance obligations. For the twelve months ended December 31, 2018 , the Company recognized $2.5 million of ICFA revenue, which primarily resulted from additional capacity added to a wastewater plant. Intangible assets / Regulatory liability – The Company previously recorded certain intangible assets related to ICFA contracts obtained in connection with our Santa Cruz, Palo Verde, and Sonoran acquisitions. The intangible assets represented the benefits to be received over time by virtue of having those contracts. Prior to January 1, 2010, the ICFA-related intangibles were amortized when ICFA funds were recognized as revenue. Effective January 1, 2010, in connection with the 2010 Regulatory Rate Decision, these assets became fully offset by a regulatory liability of $11.2 million since the imputation of ICFA funds as CIAC effectively resulted in the Company not being able to benefit (through rates) from the acquired ICFA contracts. Effective January 1, 2010, the gross ICFAs intangibles began to be amortized when cash was received in proportion to the amount of total cash expected to be received under the underlying agreements. However, such amortization expense was offset by a corresponding reduction of the regulatory liability in the same amount. As a result of Rate Decision No. 74364, the Company changed its policy around the ICFA related intangible assets. As discussed above, pursuant to Rate Decision No. 74364, approximately 70% of ICFA funds to be received in the future will be recorded as a HUF, until the HUF is fully funded at the Company’s applicable utility subsidiary. The remaining approximate 30% of future ICFA funds will be recorded at the parent company level and will be subject to the Company’s ICFA revenue recognition accounting policy. As the Company now expects to experience an economic benefit from the approximately 30% portion of future ICFA funds, 30% of the regulatory liability, or $3.4 million , was reversed in 2014. The remaining 70% of the regulatory liability, or $7.9 million , will continue to be recorded on the balance sheet. Subsequent to Rate Decision No. 74364, the intangible assets will continue to amortize when the corresponding ICFA funds are received in proportion to the amount of total cash expected to be received under the underlying agreements. The recognition of amortization expense will be partially offset by a corresponding reduction of the regulatory liability. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant, and equipment at December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Average Depreciation Life (in years) Mains/lines/sewers $ 131,768 $ 117,381 47 Plant 81,471 72,863 25 Equipment 37,392 29,904 10 Meters 13,606 12,693 12 Furniture, fixture and leasehold improvements 371 368 8 Computer and office equipment 639 720 5 Software 241 242 3 Land and land rights 897 861 Other 589 428 Construction work-in-process 45,174 53,591 Total property, plant and equipment 312,148 289,051 Less accumulated depreciation (85,093 ) (75,592 ) Net property, plant and equipment $ 227,055 $ 213,459 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | ACCOUNTS RECEIVABLE Accounts receivable as of December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Billed receivables $ 1,633 $ 1,691 Less allowance for doubtful accounts (145 ) (163 ) Accounts receivable – net $ 1,488 $ 1,528 The following table summarizes the allowance for doubtful accounts activity as of and for the years ended December 31, 2018 , December 31, 2017 , and December 31, 2016 (in thousands). Balance at Beginning of Period Additions Charged to Expense Charged to Other Accounts Write-offs Balance at End of Period Allowance for doubtful accounts: Year Ended December 31, 2018 $ (163 ) $ (143 ) $ 5 $ 156 $ (145 ) Year Ended December 31, 2017 $ (76 ) $ (125 ) $ — $ 38 $ (163 ) Year Ended December 31, 2016 $ (194 ) $ (52 ) $ — $ 170 $ (76 ) |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | EQUITY METHOD INVESTMENT On June 5, 2013, the Company sold Global Water Management, LLC (“GWM”), a wholly-owned subsidiary of GWRI, that owned and operated the FATHOM Water Management Holdings, LLP ("FATHOM™") business. In connection with the sale of GWM, the Company made a $1.6 million investment in FATHOM™ (the "FATHOM™ investment”). This limited partnership investment is accounted for under the equity method due to the FATHOM™ investment being considered more than minor. In March 2017, FATHOM ™ completed a round of financing, wherein our ownership percentage was reduced from 8.0% to 7.1% on a fully diluted basis. In conjunction with the recapitalization, the Company's equity interest was adjusted in accordance with ASC 323, Investments-Equity Method and Joint Ventures, wherein we recorded a $0.2 million gain for the year ended December 31, 2017 . The adjustment to the carrying value of the FATHOM™ investment was calculated using our proportionate share of FATHOM™'s adjusted net equity. The gain was recorded within other income and expense in our consolidated statement of operations in the first quarter of 2017. The carrying value of the FATHOM™ investment consisted of a balance of $0.1 million as of December 31, 2018 and $0.3 million as of December 31, 2017 , and reflects our initial investment, the adjustments related to subsequent rounds of financing, and our proportionate share of FATHOM™'s cumulative earnings. We evaluate the FATHOM™ investment for impairment whenever events or changes in circumstances indicate that the carrying value of the FATHOM™ investment may have experienced an “other-than-temporary” decline in value. Since the sale of GWM, the losses incurred on the FATHOM™ investment were greater than anticipated; however, based upon our evaluation of various relevant factors, including the most recent round of financing and the ability of FATHOM™ to achieve and sustain an earnings capacity that would justify the carrying amount of the FATHOM™ investment, we do not believe the FATHOM™ investment to be impaired as of December 31, 2018 . We have evaluated whether the FATHOM™ investment qualifies as a variable interest entity (“VIE”) pursuant to the accounting guidance of ASC 810, Consolidations . Considering the potential that the total equity investment in the FATHOM™ investment may not be sufficient to absorb the losses of the FATHOM™ investment, the Company currently views the FATHOM™ investment as a VIE. However, considering the Company’s minority interest and limited involvement with the FATHOM™ business, the Company is not required to consolidate FATHOM™. Rather, the Company has accounted for the FATHOM™ investment under the equity method. |
Acquisitions (Notes)
Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS Acquisition of Turner On May 30, 2018 , the Company acquired all of the equity of Turner, a non-potable irrigation water utility in Mesa, Arizona, for total consideration of $2.8 million . This acquisition is consistent with the Company's declared strategy of making accretive acquisitions. At the time of acquisition, Turner had 963 residential irrigation connections and approximately seven square miles of service area. The acquisition was accounted for as a business combination under ASC Topic 805, "Business Combinations." The purchase price was allocated to the acquired utility assets and liabilities assumed based on the seller's book value at acquisition as the historical cost of these assets and liabilities will be the amounts that will continue to be reflected in customer rates. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands): Net assets acquired: Cash $ 176 Accounts receivable 121 Gross property, plant and equipment 4,495 Construction work-in-progress 92 Accumulated depreciation (3,554 ) Accounts payable (30 ) Accrued expenses (46 ) Total net assets assumed 1,254 Goodwill 1,546 Total purchase price $ 2,800 The revenue and earnings recognized post acquisition and the pro forma effect of the business acquired are not material to the Company's financial position or results of operations. Acquisition of Red Rock Utilities On October 16, 2018, the Company completed the acquisition of Red Rock, an operator of a water and a wastewater utility with service areas in the Pima and Pinal counties of Arizona, for a purchase price of $5.9 million . This acquisition is consistent with the Company's declared strategy of making accretive acquisitions. The acquisition added over 1,650 connections and approximately nine square miles of service area. The acquisition was accounted for as a business combination under ASC Topic 805, "Business Combinations." The purchase price was allocated to the acquired utility assets and liabilities assumed based on the seller's book value at acquisition as the historical cost of these assets and liabilities will be the amounts that will continue to be reflected in customer rates. A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands): Net assets acquired: Accounts receivable $ 111 Gross property, plant and equipment 19,838 Construction work-in-progress 748 Accumulated depreciation (6,567 ) Prepaids 12 Intangibles 1 200 Accounts payable (26 ) Other taxes (14 ) Other accrued liabilities (45 ) Customer and meter deposits (76 ) AIAC (3,423 ) CIAC - Net (6,000 ) Total net assets assumed 4,758 Goodwill 1,093 Total purchase price $ 5,851 1 Intangibles consist of franchise contract rights and organization costs. Refer to Note 7 — "Goodwill & Intangible Assets" for additional information regarding the intangibles. The revenue and earnings recognized post acquisition and the pro forma effect of the business acquired are not material to the Company's financial position or results of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill As of December 31, 2018 , the goodwill balance of $2.6 million related to the Turner and Red Rock acquisitions. There were no indicators of impairment identified as a result of the Company's review of events and circumstances related to its goodwill subsequent to the acquisitions. Based on our annual impairment testing performed on November 1st, no impairment was recorded. Refer to Note 6 — "Acquisitions" for additional information regarding the acquisitions. Intangible Assets As of December 31, 2018 and December 31, 2017 intangible assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount INDEFINITE LIVED INTANGIBLE ASSETS: CP Water Certificate of Convenience & Necessity service area $ 1,532 $ — $ 1,532 $ 1,532 $ — $ 1,532 Intangible trademark 13 — 13 13 — 13 Franchise contract rights 134 — 134 — — — Organization intangible 66 — 66 — — — 1,745 — 1,745 1,545 — 1,545 AMORTIZED INTANGIBLE ASSETS: Acquired ICFAs 17,978 (12,154 ) 5,824 17,978 (12,154 ) 5,824 Sonoran contract rights 7,406 (2,003 ) 5,403 7,406 (2,003 ) 5,403 25,384 (14,157 ) 11,227 25,384 (14,157 ) 11,227 Total intangible assets $ 27,129 $ (14,157 ) $ 12,972 $ 26,929 $ (14,157 ) $ 12,772 Acquired ICFAs and contract rights related to our 2005 acquisition of Sonoran Utility Services, LLC assets are amortized when cash is received in proportion to the amount of total cash expected to be received under the underlying agreements. Due to the uncertainty of the timing of when cash will be received under ICFA agreements and contract rights, we cannot reliably estimate when the remaining intangible assets' amortization will be recorded. No amortization was recorded for these balances for the years ended December 31, 2018 and 2017 . Franchise contract rights and organization intangible were acquired as part of the Red Rock acquisition. Franchise contract rights are agreements with Pima and Pinal counties that allow the Company to place infrastructure in public right-of-way and permits expected to be renewable indefinitely. Organization intangible represents fees paid to federal or state governments for the privilege of incorporation and expenditures incident to organizing the corporation and preparing it to conduct business. Refer to Note 6 — "Acquisitions" for additional information regarding the acquisition. |
Transactions With Related Parti
Transactions With Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Transactions With Related Parties | TRANSACTIONS WITH RELATED PARTIES The Company provides medical benefits to our employees through our participation in a pooled plan sponsored by an affiliate of a shareholder and director of the Company. Medical claims paid to the plan were approximately $0.5 million , $0.3 million , and $0.5 million for the year s ended December 31, 2018 , 2017 , and 2016, respectively. As GWM was previously owned by the Company, it has historically provided billing, customer service, and other support services for the Company’s regulated utilities pursuant to a services agreement with GWM whereby the Company has agreed to use the FATHOM™ platform for all of its regulated utility services for an initial term of 10 years. The services agreement was amended on November 17, 2016, which extended the term of the contract through December 31, 2026 . As part of the amended agreement, the Company reduced the monthly rate per connection from $7.79 per water account/month to $6.24 per water account/month. Additionally, the scope of services was expanded to include a meter replacement program of approximately $11.4 million , wherein the Company replaced a majority of its meter infrastructure. As of December 31, 2018 , $11.1 million has been paid to GWM in connection with the meter exchange program, and $350,000 remains to be paid to GWM pending completion pursuant to the terms of the services agreement. Amounts collected by GWM from the Company’s customers that GWM has not yet remitted to the Company are included within the “Due from affiliates” caption on the Company’s consolidated balance sheet. As of December 31, 2018 and December 31, 2017 , the unremitted balance totaled $0.4 million . Based on current service connections, annual fees to be paid to GWM for FATHOM™ services will be approximately $1.7 million at a rate of $6.43 per water account/month, which is subject to annual adjustments based on the terms of the agreement. For the year s ended December 31, 2018 , 2017 , and 2016, the Company incurred FATHOM™ service fees of approximately $1.6 million , $1.5 million , and $1.9 million , respectively. The services agreement is automatically renewable for successive 10 -year periods, unless notice of termination is given prior to any renewal period. The services agreement may be terminated by either party for default only and the termination of the services agreement will also result in the termination of the royalty payments (described below) payable to the Company. Pursuant to the purchase agreement for the sale of GWM, the Company is entitled to quarterly royalty payments based on a percentage of certain of GWM’s recurring revenues for a 10 -year period, up to a maximum of $15.0 million , of which $2.0 million has been received over the five year period. The Company made the election to record these quarterly royalty payments prospectively in income as the amounts are earned. Royalties recorded within other income totaled approximately $0.4 million for each of the year s ended December 31, 2018 , 2017 , and 2016 respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses at December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Deferred compensation $ 2,305 $ 2,171 Property taxes 1,073 989 Meter replacement - related party 350 717 Interest 478 468 Dividend payable 512 464 Asset retirement obligation 555 427 Other accrued liabilities 2,192 2,016 Total accrued expenses $ 7,465 $ 7,252 |
Fair Value (Notes)
Fair Value (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE Fair Value of Financial Instruments FASB ASC 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company's assumptions (unobservable inputs). The hierarchy consists of three levels, as follows: • Level 1 - Quoted market prices in active markets for identical assets or liabilities • Level 2 - Inputs other than Level 1 that are either directly or indirectly observable • Level 3 - Unobservable inputs developed using the Company's estimates and assumptions, which reflect those that the Company believes market participants would use. Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset/Liability Type: HUF Funds - restricted cash (1) $ — $ 9 $ — $ 9 $ — $ 9 $ — $ 9 Certificate of Deposit (2) 3,000 — — 3,000 — — — — Demand Deposit (2) 7,043 — — 7,043 — — — — Certificate of Deposit - Restricted (1) — 432 — 432 — 427 — 427 Long-term debt (3) — 107,860 — 107,860 — 115,749 — 115,749 Total $ 10,043 $ 108,301 $ — $ 118,344 $ — $ 116,185 $ — $ 116,185 (1) HUF Funds - restricted cash and Certificate of Deposit - Restricted are presented on the Bond service fund and other restricted cash line item of the Company's consolidated balance sheets. It is valued at amortized cost, which approximates fair value. (2) Certificate of Deposit and Demand Deposit are presented on the Cash and cash equivalents line item of the Company's consolidated balance sheets. They are valued at amortized cost, which approximates fair value. The Certificate of Deposit has no withdrawal restrictions or penalties. (3) The fair value of our debt was estimated based on interest rates considered available for instruments of similar terms and remaining maturities. Refer to Note 11 — "Debt" for further details. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The outstanding balances and maturity dates for short-term (including the current portion of long-term debt) and long-term debt as of December 31, 2018 and December 31, 2017 are as follows (in thousands): December 31, 2018 December 31, 2017 Short-term Long-term Short-term Long-term BONDS AND NOTES PAYABLE - 4.38% Series A 2016, maturing June 2028 $ — $ 28,750 $ — $ 28,750 4.58% Series B 2016, maturing June 2036 — 86,250 — 86,250 1.20% WIFA Loan, maturing October 2032 3 39 3 41 4.65% Harquahala Loan, maturing January 2021 5 9 5 15 4.60% WIFA Loan, maturing March 2037 1 12 — — 9 115,060 8 115,056 OTHER Capital lease obligations 38 96 — — Debt issuance costs — (649 ) — (693 ) Total debt $ 47 $ 114,507 $ 8 $ 114,363 2016 Senior Secured Notes On June 24, 2016, the Company issued two series of senior secured notes with an aggregate total principal balance of $115.0 million at a blended interest rate of 4.55% . Series A carries a principal balance of $28.8 million and bears an interest rate of 4.38% over a twelve -year term, with the principal payment due on June 15, 2028 . Series B carries a principal balance of $86.3 million and bears an interest rate of 4.58% over a 20 -year term. Series B is interest only for the first five years, with $1.9 million principal payments paid semiannually thereafter. The proceeds of the senior secured notes were primarily used to refinance the previously outstanding long-term tax exempt bonds, which were subject to an early redemption option at 103% , plus accrued interest, as a result of the U.S. IPO. As part of the refinancing of the long-term debt, the Company paid a prepayment penalty of $3.2 million and wrote off the remaining $2.2 million in capitalized loan fees related to the tax exempt bonds, which were recorded as additional interest expense in the second quarter of 2016. The senior secured notes are collateralized by a security interest in the Company’s equity interest in its subsidiaries, including all payments representing profits and qualifying distributions. Debt issuance costs as of December 31, 2018 and December 31, 2017 were $0.6 million and $0.7 million , respectively. The senior secured notes require the Company to maintain a debt service coverage ratio of consolidated EBITDA to consolidated debt service of at least 1.10 to 1.00. Consolidated EBITDA is calculated as net income plus depreciation, taxes, interest and other non-cash charges net of non-cash income. Consolidated debt service is calculated as interest expense, principal payments, and dividend or stock repurchases. The senior secured notes also contain a provision limiting the payment of dividends if the Company falls below a debt service ratio of 1.25 . However, for the quarter ending June 30, 2021 through the quarter ending March 31, 2024, the ratio drops to 1.20 . As of December 31, 2018 , the Company was in compliance with its financial debt covenants. Eagletail Loans In May 2017, the Company acquired Eagletail. As part of the acquisition, the Company assumed two unsecured loans held by Eagletail. These loans are payable to the Water Infrastructure Finance Authority of Arizona ("WIFA") and Harquahala Valley Community Benefits Foundation ("Harquahala"). The WIFA loan bears an interest rate of 1.20% over a 20 -year term, while the Harquahala loan bears an interest rate of 4.65% over a 15 -year term. In 2017, the Company entered into a second loan payable to WIFA ("2017 WIFA"), and no borrowings were made until 2018. The 2017 WIFA loan bears an interest rate of 4.60% over a 20 -year term. The original loan amount was approximately $175,000 , of which approximately $157,000 was forgiven. Refer to the table above for carrying balances as of December 31, 2018 . Revolving Credit Line On April 20, 2018, the Company entered into an agreement with MidFirst Bank, a federally chartered savings association, for a two-year revolving line of credit up to $8.0 million , set to expire on April 30, 2020 . The credit facility bears an interest rate of LIBOR plus 2.25% . As of December 31, 2018 , the Company had no outstanding borrowings under this credit line. Unamortized debt issuance costs as of December 31, 2018 and December 31, 2017 were $0.1 million and $20,000 , respectively. The revolving credit line requires the Company to maintain a debt service coverage ratio of consolidated EBITDA to consolidated debt service of at least 1.10 to 1.00. The revolving credit line also contains a provision limiting the payment of dividends if the Company falls below a debt service ratio of 1.25 . As of December 31, 2018 , the Company was in compliance with its financial debt covenant. At December 31, 2018 , the remaining aggregate annual maturities of debt and minimum lease payments under capital lease obligations for the years ended December 31 are as follows (in thousands): Debt Capital Lease Obligations 2019 $ 9 $ 46 2020 10 45 2021 1,923 45 2022 3,837 13 2023 3,837 — Thereafter 105,453 — Subtotal 115,069 149 Less: amount representing interest — (15 ) Total $ 115,069 $ 134 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2018 and December 31, 2017 , the Company did no t have any uncertain tax positions. On December 22, 2017, President Trump signed into law the TCJA. Substantially all of the provisions of the TCJA are effective for taxable years beginning after December 31, 2017. The TCJA includes significant changes to the Internal Revenue Code of 1986, as amended (the “Code”), including amendments which significantly change the taxation of individuals and business entities, and includes specific provisions related to regulated public utilities. Among its significant provisions, the TCJA (i) reduces the federal corporate income tax rate from 35% to 21%; (ii) eliminates bonus depreciation for regulated utilities, but allows 100% expensing for the cost of qualified property for non-regulated businesses; (iii) eliminates the provisions that treated AIAC and CIAC provided to regulated water utilities as non-taxable; (iv) eliminates the domestic production activities deduction, and (v) limits the amount of net interest that can be deducted; however, this limitation is not applicable to regulated utilities and, therefore is not anticipated to have a material impact to the Company’s ability to deduct net interest. Non-regulated segments of the Company’s business will be able to take advantage of the full expensing provisions of the TCJA. Changes in the Code from the TCJA had a material impact on our financial statements in 2017. Under GAAP, specifically Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized in the period in which the law is enacted. ASC 740 also requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Thus, at the date of enactment, the Company’s deferred income taxes were re-measured based upon the new tax rate. For the Company’s regulated entities, substantially all of the change in deferred income taxes is recorded as an offset to either a regulatory asset or liability because the impact of changes in the rates are expected to be recovered from or refunded to customers. For deferred taxes related to the Company’s unregulated operations, the change in deferred income taxes is recorded as a non-cash re-measurement adjustment to earnings. The re-measurement of deferred income taxes at the new federal tax rate decreased income tax expense by $2.3 million for the year ended December 31, 2017. Additionally, the Company recorded a net regulatory asset of $1.3 million . Following the enactment of the TCJA, the staff of the U.S. Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin 118 — "Income Tax Accounting Implications of the Tax Cuts and Jobs Act" (SAB 118) which provides for a measurement period of up to one year from the enactment date to complete accounting under GAAP for the tax effects of the legislation. During 2018 the Company finalized the measurement and accounting of enactment date effects of the TCJA on deferred income tax assets and liabilities and related regulatory assets and liabilities which have been reflected in these financial statements, resulting in no change to the provisional estimates recorded in 2017. The income tax benefit from continuing operations for the years ended December 31, 2018 , December 31, 2017 , and December 31, 2016 is comprised of the following (in thousands): 2018 Federal State Total Current income tax expense $ 487 $ — $ 487 Deferred income tax expense (benefit) 1,094 201 1,295 Income tax expense (benefit) $ 1,581 $ 201 $ 1,782 2017 Federal State Total Current income tax expense $ 138 $ — $ 138 Deferred income tax benefit (993 ) 254 $ (739 ) Income tax benefit $ (855 ) $ 254 $ (601 ) 2016 Federal State Total Current income tax expense $ 121 $ — $ 121 Deferred income tax expense (1,285 ) (123 ) (1,408 ) Income tax expense $ (1,164 ) $ (123 ) $ (1,287 ) The income tax benefit for the years ended December 31, 2018 , 2017 , and 2016 differs from the amount that would be computed using the federal statutory income tax rate due to the following (in thousands): For the Years Ended December 31, 2018 2017 2016 Computed federal tax expense (benefit) at statutory rate $ 1,026 $ 1,343 $ (1,291 ) State income taxes - net of federal tax benefit 190 126 (123 ) Regulatory liability TCJA phase-in 326 — — Federal tax rate change — (2,296 ) — Tax Regulatory Asset Amortization 44 — — IRC Section 453A interest 161 113 121 Equity compensation 33 83 — Other differences 2 30 6 Income tax expense $ 1,782 $ (601 ) $ (1,287 ) ASC Topic 740, Income Taxes , prescribes the method to determine whether a deferred tax asset is realizable and significant weight is given to evidence that it can be objectively verified. As of December 31, 2018 and 2017 , the Company recorded no valuation allowance. The following table summarizes the Company’s temporary differences between book and tax accounting that give rise to the deferred tax assets and deferred tax liabilities, as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 DEFERRED TAX ASSETS: Taxable meter deposits $ 23 $ 33 Net operating loss carry forwards 2,343 2,087 Balterra intangible asset acquisition 224 224 Deferred gain on Sale of GWM 1,086 1,132 Deferred gain on ICFA funds received 4,317 4,911 Equity investment loss 407 341 Property, plant and equipment — — AIAC 332 — Other 958 1,040 Total deferred tax assets 9,690 9,768 Valuation allowance — — Net deferred tax asset 9,690 9,768 DEFERRED TAX LIABILITIES: Regulatory liability (301 ) (315 ) CP Water intangible asset acquisition (381 ) (381 ) ICFA intangible asset (818 ) (577 ) Property, plant and equipment (9,773 ) (4,392 ) Gain on condemnation of Valencia (2,145 ) (7,217 ) Other Liabilities (623 ) — Total deferred tax liabilities (14,041 ) (12,882 ) Net deferred tax liability $ (4,351 ) $ (3,114 ) As of December 31, 2018 , we have approximately $10.4 million in federal net operating loss (“NOL”) carry forwards and $4.0 million in state NOLs available to offset future taxable income, with federal and state NOLs expiring in 2031-2036 and 2032-2036, respectively. The effective tax rates used for the years ended December 31, 2018 , 2017 , and 2016 were 34.6% , ( 15.2% ), and 33.9% , respectively. The effective tax rate for the year ended December 31, 2018 was greater than the federal statutory rate of 21% primarily due to the impact of the regulatory liability recorded as a result of Rate Decision No. 76901, state income tax and IRC Section 4534 interest. |
Deferred Compensation Awards
Deferred Compensation Awards | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Deferred Compensation Awards | DEFERRED COMPENSATION AWARDS Stock-based compensation Stock-based compensation related to option awards is measured based on the fair value of the award. The fair value of stock option awards is determined using a Black-Scholes option-pricing model. We recognize compensation expense associated with the options over the vesting period. 2016 stock option grant In May 2016, GWRI’s Board of Directors granted stock options to acquire 325,000 shares of GWRI’s common stock to the members of the board. The options were granted with an exercise price of $7.50 , the market price of the Company’s common shares on the NASDAQ Global Market at the close of business on May 20, 2016. The options vested over a two -year period, with 50% having vested in May 2017 and 50% having vested in May 2018. The options have a three -year life. The Company expensed the $0.3 million fair value of the stock option grant ratably over the two -year vesting period in accordance with ASC 323. Stock-based compensation expense of $0.1 million , $0.2 million , and $0.1 million was recorded for the year s ended December 31, 2018 , 2017, and 2016, respectively . As of December 31, 2018 , 225,000 options have been exercised with 100,000 outstanding. Of the 225,000 options exercised, 75,000 shares were exercised utilizing a cashless exercise, which resulted in an increase in shares outstanding of 15,826 as well as 59,174 shares recorded to treasury stock. 2017 stock option grant In August 2017, GWRI's Board of Directors granted stock options to acquire 465,000 shares of GWRI's common stock to employees throughout the Company. The options were granted with an exercise price of $9.40 , the market price of the Company's common shares on the NASDAQ Global Market at the close of business on August 10, 2017. The options vest over a four -year period, with 25% having vested in August 2018, 25% vesting in August 2019, 25% vesting in August 2020, and 25% vesting in August 2021. The options have a 10 -year life. The Company will expense the $1.1 million fair value of the stock option grant ratably over the four -year vesting period in accordance with ASC 323. Stock-based compensation expense of $0.3 million and $0.1 million was recorded for the year s ended December 31, 2018 and December 31, 2017, respectively. No stock-based compensation expense was recorded for the year ended December 31, 2016. As of December 31, 2018 , 4,204 options have been exercised and 62,300 options have been forfeited with 398,496 outstanding. A summary of stock option activity is as follows ( in thousands, except option prices and years): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options Outstanding at December 31, 2015 — $ — Granted 325 7.50 Exercised — Forfeited — Cancelled — Options Outstanding at December 31, 2016 325 $ 7.50 Granted 465 9.40 Exercised (50 ) 7.50 Forfeited — Cancelled — Options Outstanding at December 31, 2017 740 $ 8.69 Granted — Exercised (179 ) $ 7.54 Forfeited (62 ) $ 9.40 Cancelled — Options Outstanding at December 31, 2018 498 $ 9.02 7.0 $ 558.9 Options Vested at December 31, 2018 196 $ 8.43 4.4 $ 335.4 Phantom stock compensation On December 30, 2010, we adopted a phantom stock unit plan authorizing the directors of the Company to issue phantom stock units (‘‘PSUs’’) to our employees. Following the consummation of the Reorganization Transaction, the awarded PSUs have been amended such that the outstanding units track the value of GWRI’s share price. The vesting of the awards has not changed. The PSUs give rise to a right of the holder to receive a cash payment the value of which, on a particular date, is the preceding five-day weighted average price of the equivalent number of shares of GWRI at that date. The issuance of PSUs as a core component of employee compensation was intended to strengthen the alignment of interests between the employees of the Company and the shareholders of GWRI by linking their holdings and a portion of their compensation to the future value of the common shares of GWRI. PSUs are accounted for as liability compensatory awards under ASC 710, Compensation – General , rather than as equity awards. PSU awards are remeasured each period and a liability is recorded equal to GRWI’s closing share price as of the balance sheet date multiplied by the number of units vested and outstanding. The value of the benefits is recorded as an expense in the Company’s financial statements over the related vesting period. Vesting occurs ratably over 12 consecutive quarters beginning in the period granted. The following table details total awards granted and the number of units outstanding as of December 31, 2018 along with the amounts paid to holders of the PSUs for the years ended December 31, 2018 , 2017 , and 2016 (in thousands, except unit amounts): Amounts Paid For the Year Ended December 31, Grant Date Units Granted Units Outstanding 2018 2017 2016 Q1 2013 76,492 — — — 29 Q1 2014 8,775 — — 3 10 Q1 2015 28,828 — 22 90 65 Q1 2016 34,830 2,903 112 108 63 Q1 2017 22,712 9,463 73 53 — Q1 2018 30,907 23,180 76 — — Total 202,544 35,546 $ 283 $ 254 $ 167 Stock appreciation rights compensation Beginning January 2012, in an effort to reward employees for their performance, the Company adopted a stock appreciation rights plan authorizing the directors of the Company to issue stock appreciation rights (“SARs”) to our employees. Following the consummation of the Reorganization Transaction, the value of the SARs issued under the plan track the performance of GWRI’s shares. Each holder has the right to receive a cash payment amounting to the difference between the exercise price and the closing price of GWRI’s common shares on the exercise date, provided that the closing price is in excess of the exercise price. Holders of SARs may exercise their awards once vested. Individuals who voluntarily or involuntarily leave the Company forfeit their rights under the awards. The following table details the recipients of the SARs awards, the grant date, units granted, exercise price, outstanding units as of December 31, 2018 and amounts paid during the years ended December 31, 2018 , 2017, and 2016 (in thousands, except unit and per unit amounts): Amounts Paid For the Year Ended December 31, Recipients Grant Date Units Granted Exercise Price Units Outstanding 2018 2017 2016 Key Executive (1)(3) Q3 2013 100,000 $ 1.59 — $ 166 $ 366 $ 151 Key Executive (1)(4) Q4 2013 100,000 $ 2.69 — 183 312 137 Members of Management (1)(5) Q1 2015 299,000 $ 4.26 178,000 — — 112 Key Executives (2)(6) Q2 2015 300,000 $ 5.13 210,000 447 — — Members of Management (1)(7) Q3 2017 103,000 $ 9.40 103,000 — — Members of Management (1)(8) Q1 2018 33,000 $ 8.99 33,000 — — Total 935,000 524,000 $ 796 $ 678 $ 400 (1) The SARs vest ratably over sixteen quarters from the grant date. (2) The SARs vest over sixteen quarters, vesting 20% per year for the first three years, with the remainder, 40%, vesting in year four. (3) The exercise price was determined by taking the weighted average GWRC share price of the five days prior to the grant date of July 1, 2013. (4) The exercise price was determined by taking the weighted average GWRC share price of the 30 days prior to the grant date of November 14, 2013. (5) The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of February 11, 2015. (6) The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of May 8, 2015. (7) The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of August 10, 2017. (8) The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of March 12, 2018. As a result of the merger of GWRC into the Company and the U.S. IPO, the exercise prices for the preceding awards granted prior to the merger were translated to U.S. dollars using the prevailing noon-day Bank of Canada foreign exchange rate of US$0.7969 per CAD $1.00 as measured on May 2, 2016, the day prior to the closing of the merger. The vesting of the awards has not changed. Subsequent to the merger, each SAR provides the holder the right to receive a cash payment amounting to the difference between the per share exercise price and the closing price of GWRI’s common shares on the exercise date, provided that the closing price is in excess of exercise price per share. For the years ended December 31, 2018 , 2017 , and 2016, the Company recorded approximately $1.2 million , $1.1 million , and $1.8 million of compensation expense related to the PSUs and SARs, respectively. Based on GWRI’s closing share price on December 31, 2018 (the last trading date of the quarter), deferred compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows (in thousands): PSUs SARs 2019 181 261 2020 104 96 2021 96 2022 — 13 Total $ 285 $ 466 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The following is supplemental cash flow information for the year s ended December 31, 2018 , 2017 , and 2016 (in thousands): For the Year Ended December 31, 2018 2017 2016 Supplemental cash flow information: Cash paid for interest $ 5,221 $ 5,224 $ 5,969 Cash paid for GWRC tax liability $ — $ 125 $ — Cash paid for bond prepayment fee $ — $ — $ 3,201 Cash paid for taxes $ 129 $ 120 $ 184 Non-cash financing and investing activities: Capital expenditures included in accounts payable and accrued liabilities $ 834 $ 1,090 $ 2,909 Contributions in aid of construction - loan forgiveness $ 127 $ — $ — Capital lease additions $ 161 $ — $ — Equity method investment gain on recapitalization of FATHOM™ $ — $ 243 $ — Deferred compensation change in accounting principle $ — $ — $ 103 Reclassification of deferred IPO costs to equity $ — $ — $ 97 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Commitments Prior to the sale of GWM, we leased certain office space in Arizona under operating leases with terms that expired in February 2016. The operating lease agreements were between GWM and the landlord. Accordingly, effective June 2013 through February 2016, the Company was not a party under the lease agreements. GWRI subleased a portion of the office space covered under the GWM lease agreements. In February 2016, the Company entered into a three -year lease agreement with the landlord to occupy the same space previously subleased under GWM's lease agreements, inclusive of necessary facility upgrades. Beginning in March 2016, the Company began recording approximately $8,000 in monthly rent expense related to the new agreement. In September 2018, the lease agreement was amended to include the rental of additional office space for the period of September 1, 2018 through February 28, 2019. As such, the Company's monthly rent expense increased to approximately $15,000 beginning in September 2018. Rent expense arising from the operating leases totaled approximately $0.1 million for the year s ended December 31, 2018 , 2017 , and 2016, respectively. Contingencies From time to time, in the ordinary course of business, the Company may be subject to pending or threatened lawsuits in which claims for monetary damages are asserted. Management is not aware of any legal proceeding of which the ultimate resolution could materially affect our financial position, results of operations, or cash flows. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter First Second Third Fourth Year Ended December 31, 2018 Revenues $ 7,425 $ 10,838 $ 8,999 $ 8,253 Operating income $ 1,364 $ 4,104 $ 2,056 $ 1,745 Net income $ 320 $ 2,256 $ 633 $ (106 ) Basic earnings per common share $ 0.02 $ 0.11 $ 0.03 $ — Diluted earnings per common share $ 0.02 $ 0.11 $ 0.03 $ — Quarter First Second Third Fourth Year Ended December 31, 2017 Revenues $ 6,791 $ 8,145 $ 8,472 $ 7,800 Operating income $ 1,101 $ 1,712 $ 2,810 $ 1,721 Net income $ 189 $ 425 $ 1,203 $ 2,734 Basic earnings per common share $ 0.01 $ 0.02 $ 0.06 $ 0.14 Diluted earnings per common share $ 0.01 $ 0.02 $ 0.06 $ 0.14 |
Description of Business, Basi_2
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of GWRI and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. The Company prepares its financial statements in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The U.S. dollar is the Company’s reporting currency and functional currency. The Company qualifies as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), under the rules and regulations of the SEC. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. The Company has elected to take advantage of these provisions for up to five years or such earlier time that the Company is no longer an emerging growth company. The Company has elected to take advantage of some of the reduced disclosure obligations regarding financial statements. Also, as an emerging growth company, the Company can elect to delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has chosen to take advantage of this extended accounting transition provision. Certain prior period information has been adjusted to conform to the current year presentation to reflect a 100.68 to 1.00 stock split effectuated on April 28, 2016. All share and per share amounts presented in these financial statements have been retrospectively adjusted to reflect the impact of the stock split. |
Regulation | Regulation Our regulated utilities and certain other balances are subject to regulation by the ACC and are therefore subject to Accounting Standards Codification Topic 980, Regulated Operations (“ASC Topic 980”) (See Note 2 – “Regulatory Decision and Related Accounting and Policy Changes”). |
Property, plant and equipment | Property, plant, and equipment Property, plant, and equipment is stated at cost less accumulated depreciation provided on a straight-line basis (See Note 3 – “Property, Plant, and Equipment”). Depreciation rates for asset classes of utility property, plant, and equipment are established by the ACC. The cost of additions, including betterments and replacements of units of utility fixed assets are charged to utility property, plant, and equipment. When units of utility property are replaced, renewed, or retired, their cost plus removal or disposal costs, less salvage proceeds, is charged to accumulated depreciation. For non-utility property, plant, and equipment, depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets. Cost and accumulated depreciation for non-utility property, plant, and equipment retired or disposed of are removed from the accounts and any resulting gain or loss is included in earnings. In addition to third party costs, direct personnel costs and indirect construction overhead costs may be capitalized. Interest incurred during the construction period is also capitalized as a component of the cost of the constructed assets, which represents the cost of debt associated with construction activity. Expenditures for maintenance and repairs are charged to expense. |
Revenue Recognition | Revenue Recognition—Water Services Water services revenues are recorded when service is rendered or water is delivered to customers. However, in addition to the monthly basic service charge, the determination and billing of water sales to individual customers is based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each reporting period, amounts of water delivered to customers since the date of the last meter reading are estimated and the corresponding unbilled revenue is recorded as accrued revenue. Water connection fees are the fees associated with the application process to set up a customer to receive utility service on an existing water meter. These fees are approved by the ACC throu gh the regulatory process and are set based on the costs incurred to establish services including the application process, billing setup, in itial meter reading, and service transfer. Because the amounts charged for water connection fees are set by our regulator and not negotiated in conjunction with the pricing of ongoing water service, the connection fees represent the culmination of a separate earnings process and are recognized when the service is provided. For the years ended December 31, 2018 , 2017 , and 2016 , the Company recognized $344,000 , $307,000 , and $236,000 in connection fees, respectively. Meter installation fees are the fees charged to developers or builders associated with installing new water meters. Certain fees for meters are regulated by the ACC, and are refundable to the end customer over a period of time. Refundable meter installation fees are recorded as a liability upon receipt. These fees are recognized as revenue when the service is rendered, or when a water meter is installed. Revenue Recognition—Wastewater and Recycled Water Services Wastewater service revenues are generally recognized when service is rendered. Wastewater services are billed at a fixed monthly amount per connection, and recycled water services are billed monthly based on volumetric fees. Revenue Recognition—Unregulated Revenues Unregulated Revenues represent those revenues that are not subject to the ratemaking process of the ACC. Unregulated revenues are limited to rental revenue and imputed revenues resulting from certain infrastructure coordination and financing agreement arrangements ("ICFAs"). |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Provisions are made for doubtful accounts due to the inherent uncertainty around the collectability of accounts receivable. The allowance for doubtful accounts is recorded as bad debt expense, and is classified as general and administrative expense. The allowance for doubtful accounts is determined considering the age of the receivable balance, type of customer (e.g., residential or commercial), payment history, as well as specific identification of any known or expected collectability issues (see Note 4 – “Accounts Receivable”). |
Infrastructure coordination and financing fees | Infrastructure coordination and financing fees ICFAs are agreements with developers and homebuilders whereby GWRI, which owns the operating utilities, provides services to plan, coordinate, and finance the water and wastewater infrastructure that would otherwise be required to be performed or subcontracted by the developer or homebuilder. Services provided within these agreements include coordination of construction services for water and wastewater treatment facilities as well as financing, arranging, and coordinating the provision of utility services. ICFA revenue is recognized when the following conditions are met: • the fee is fixed and determinable; • the cash received is nonrefundable; • capacity currently exists to serve the specific lots; and • there are no additional significant performance obligations. As these arrangements are with developers and not with the end water or wastewater customer, revenue recognition coincides with the completion of our performance obligations under the agreement with the developer and our ability to provide fitted capacity for water and wastewater service. Payments received under the agreements are recorded as deferred revenue until the point at which all of the conditions described above are met. Historically ICFAs have been accounted for as revenue pursuant to the obligations being met as outlined above, or as contributions in aid of construction (“CIAC”) when funds were received. Pursuant to Rate Decision No. 74364, as funding is received 70% of ICFAs are now recorded as a hook-up fee (“HUF”) liability until the HUF liability is fully funded, with the remaining amount recorded as revenue once all components of revenue recognition are met (See Note 2 – “Regulatory Decision and Related Accounting and Policy Changes”). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments in debt instruments with an original maturity of three months or less. |
Restricted Cash | Restricted Cash Restricted cash represents cash deposited as a debt service reserve for certain loans and bonds. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s valuation allowance totaled zero as of December 31, 2018 and 2017 , (see Note 12 – “Income Taxes”). We evaluate uncertain tax positions using a two-step approach. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited, and to the extent that uncertain tax positions exist, we provide expanded disclosures. |
Basic and Diluted Earnings per Common Share | Basic and Diluted Earnings per Common Share As of December 31, 2018 , the Company had 498,496 options outstanding to acquire an equivalent number of shares of GWRI common stock. As of December 31, 2018 , 100,000 options were included in EPS and had 38,928 common share equivalents. The remaining 398,496 options did not have any common share equivalents to be considered for purposes of calculating earnings per share. As of December 31, 2017 , the Company had 740,000 options outstanding, 275,000 options were in the money, and had common share equivalents of 39,529 , which were included within the calculation of diluted earnings per share, along with $154,000 of unrecognized stock compensation. The remaining 465,000 options were out of the money in the period, and therefore the Company did not have any common share equivalents to be considered for purposes of calculating earnings per share. As of December 31, 2016 , the Company had 368,395 options outstanding, all options were in the money, and had common share equivalents of 19,467 , which were not included within the calculation of diluted earnings per share as to do so would be antidilutive in periods of net loss. See Note 13 – “Deferred Compensation Awards”. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess purchase price over the fair value of net tangible and identifiable intangible assets acquired through acquisitions. Goodwill is not amortized, it is instead tested for impairment annually, or more often, if circumstances indicate a possible impairment may exist. As required, we evaluate goodwill for impairment annually, and do so as of November 1 of each year, and at an interim date if indications of impairment exist. When testing goodwill for impairment, we may assess qualitative factors, including macroeconomic conditions, industry and market considerations, overall financial performance, and entity specific events to determine whether it is more likely than not that the fair value of an operating and reportable segment is less than its carrying amount. We utilize internally developed discounted future cash flow models, third-party appraisals, or broker valuations to determine the fair value of the reporting unit. Under the discounted cash flow approach, we utilize various assumptions requiring judgment, including projected future cash flows, discount rates, and capitalization rates. Our estimated future cash flows are based on historical data, internal estimates, and external sources. We then compare the estimated fair value to the carrying value. If the carrying value is in excess of the fair value, an impairment charge is recorded to asset impairments within our consolidated statement of operations in the amount by which the reporting unit's carrying value exceeds its fair value, limited to the carrying value of goodwill. Refer to Note 7 — "Goodwill and Intangible Assets" for additional information about goodwill. |
Intangible Assets | Intangible Assets Intangible assets not subject to amortization consist of certain permits expected to be renewable indefinitely, water rights and certain service areas acquired in transactions which did not meet the definition of business combinations for accounting purposes, and are considered to have indefinite lives. Intangible assets with indefinite lives are not amortized but are tested for impairment annually, or more often if certain circumstances indicate a possible impairment may exist. Amortized intangible assets consist primarily of acquired ICFA contract rights. Pursuant to Rate Decision No. 71878 issued by the ACC on September 15, 2010 for the February 2009 filed rate cases for Santa Cruz, Palo Verde, Valencia, Greater Buckeye, Greater Tonopah, and Willow Valley (the “2010 Regulatory Rate Decision”), ICFA funds received were accounted for as CIAC. The Company established a regulatory liability against the Company’s intangible assets balance to offset the value of the intangible assets related to the expected receipt of ICFA fees in the future. As of January 1, 2014 the Company had a regulatory liability balance of $11.4 million . However, in 2014, in conjunction with Rate Decision No. 74364, the ACC determined that ICFA funds were no longer to be recorded as CIAC, but rather 70% of funds received should be recorded as HUF until the HUF liability is fully funded, with the remaining amount to be deferred and recognized according to the Company’s ICFA revenue recognition policy (see ‘Note 2 – Regulatory Decision and Related Accounting and Policy Changes”). Accordingly, in 2014 30% , or $3.4 million , of the regulatory liability was reversed in connection with the recognition of the rate decision. |
Debt Issuance Costs | Debt Issuance Costs In connection with the issuance of some of our long-term debt, we have incurred legal and other costs that we believe are directly attributable to realizing the proceeds of the debt issued. These costs are netted against long-term debt and amortized as interest expense using the effective interest method over the term of the respective debt. Amortization of debt issuance costs and discounts totaled $101,000 and $44,000 for each of the years ended December 31, 2018 and 2017, respectively. Amortization of debt issuance costs and discounts totaled $2.6 million for the year ended December 31, 2016 , of which $2.2 million was for the write off of debt issuance costs and $428,000 was for the amortization for the year ended December 31, 2016 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Management evaluates the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If an indicator of possible impairment exists, an undiscounted cash flow analysis would be prepared to determine whether there is an actual impairment. Measurement of the impairment loss is based on the fair value of the asset. Generally, fair value will be determined using appraisals or valuation techniques such as the present value of expected future cash flows. |
Advances and Contributions in Aid of Construction | Advances and Contributions in Aid of Construction The Company has various agreements with developers and builders, whereby funds, water line extensions, or wastewater line extensions are provided to us by the developers and are considered refundable advances for construction. These advances in aid of construction (“AIAC”) are non-interest-bearing and are subject to refund to the developers through annual payments that are computed as a percentage of the total annual gross revenue earned from customers connected to utility services constructed under the agreement over a specified period. Upon the expiration of the agreements’ refunding period, the remaining balance of the advance becomes nonrefundable and at that time is considered CIAC. CIAC are amortized as a reduction of depreciation expense over the estimated remaining life of the related utility plant. For rate-making purposes, utility plant funded by advances or contributions in aid of construction are excluded from rate base. AIAC balances of $0 and $24,000 were transferred to CIAC for the years ended December 31, 2018 and 2017 , respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of cash equivalents, trade receivables, and accounts payable approximate fair value due to the short-term maturities of these instruments. See Note 11 – “Debt” for information as to the fair value of our long-term debt. Our refundable AIAC have a carrying value of $67.7 million and $62.7 million as of December 31, 2018 and 2017 , respectively. Portions of these non-interest-bearing instruments are payable annually through 2032 and amounts not paid by the contract expiration dates become nonrefundable. Their relative fair values cannot be accurately estimated because future refund payments depend on several variables, including new customer connections, customer consumption levels, and future rate increases. However, the fair value of these amounts would be less than their carrying value due to the non-interest-bearing feature. |
Asset Retirement Obligations | Asset Retirement Obligations Liabilities for asset retirement obligations are typically recorded at fair value in the period in which they are incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. Our legal obligations for retirement reflect principally the retirement of wastewater treatment facilities, which are required to be closed in accordance with the Clean Closure Requirements of the Arizona Department of Environmental Quality (ADEQ). The Clean Closure Requirements of ADEQ for wastewater facilities are driven by a need to protect the environment from inadvertent contamination associated with the decommissioning of these systems. As such, our regulated subsidiaries incur asset retirement obligations. As of December 31, 2018 and 2017 , the Company held $0.4 million in certificates of deposit, or letters of credit to benefit ADEQ for such anticipated closure costs. Water systems, unlike wastewater systems, do not require Aquifer Protection Permits or the associated Clean Closure Requirement obligation. Amounts recorded for asset retirement obligations are subject to various assumptions and determinations, such as determining whether a legal obligation exists to remove assets; estimating the fair value of the costs of removal; estimating when final removal will occur; and determining the credit-adjusted, risk-free interest rates to be utilized on discounting future liabilities. Changes that may arise over time with regard to these assumptions will change amounts recorded in the future. Estimating the fair value of the costs of removal were determined based on third-party costs. |
Segments | Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280— Segment Reporting the Company notes it is not organized around specific products and services, geographic regions, or regulatory environments. The Company currently operates in one geographic region within the State of Arizona, wherein each operating utility operates within the same regulatory environment. While the Company reports its revenue, disaggregated by service type, on the face of its Statements of Operations, the Company does not manage the business based on any performance measure at the individual revenue stream level. The Company does not have any customers that contribute more than 10% to the Company’s revenues or revenue streams. Additionally we note that the CODM uses consolidated financial information to evaluate the Company’s performance, which is the same basis on which he communicates the Company’s results and performance to the Board of Directors. It is upon this consolidated basis from which he bases all significant decisions regarding the allocation of the Company’s resources on a consolidated level. Based on the information described above and in accordance with the applicable literature, management has concluded that the Company is currently organized and operated as one operating and reportable segment. |
Change in Accounting Principle | Change in Accounting Principle The Company historically accounted for stock appreciation rights (“SARs”) as liability compensatory awards under ASC 710, Compensation – General , valued using the intrinsic value method, as permitted by ASC 718, Compensation – Stock Compensation (“ASC 718”) , for nonpublic entities. Upon becoming a public company, as defined in ASC 718, in the second quarter of 2016, the Company was required to change its methodology for valuing the SARs. While the SARs will continue to be remeasured at each quarterly reporting date, the SARs are required to be accounted for prospectively at fair value using a fair value pricing model, such as Black-Scholes. The Company recorded the impact of the change in valuation methods as a cumulative effect of a change in accounting principle, as permitted by ASC 250, Accounting Changes and Error Corrections . The effect of the change increased the SAR liability by $103,000 which was the difference in compensation cost measured using the intrinsic value method and the fair value method. An offsetting change to accumulated deficit in the consolidated balance sheet was recorded with the revaluation, net of $38,000 in taxes. Any future changes in fair value will be recorded as compensation expense in the consolidated statement of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which completes the joint effort between the FASB and International Accounting Standards Board to converge the recognition of revenue between the two boards. The new standard affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets not included within other FASB standards. The guiding principal of the new standard is that an entity should recognize revenue in an amount that reflects the consideration to which an entity expects to be entitled for the delivery of goods and services. ASU 2014-09 may be adopted using either of two acceptable methods: (1) retrospective adoption to each prior period presented with the option to elect certain practical expedients; or (2) adoption with the cumulative effect recognized at the date of initial application and providing certain disclosures. To assess at which time revenue should be recognized, an entity should use the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. For public business entities, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within the reporting period. For private companies, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods beginning after December 15, 2019. Earlier application is allowed in certain circumstances. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2019. The Company concluded this update does not have a material effect on the Company’s regulated and ICFA revenue. The American Institute of Certified Public Accountant's Power and Utility Entities Revenue Recognition Task Force has stated that nonexchange transactions, such as CIAC, are not within the scope of Topic 606, and, therefore, those transactions or events will continue to be recognized in accordance with other topics. The adoption of ASC 606 had no significant impact on the timing of revenue recognition compared to previously reported results; however, it requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows arising from contracts with customers. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to record a right-of-use asset and corresponding lease obligation for lease arrangements with a term of greater than twelve months. ASU 2016-02 requires additional disclosures about leasing arrangements and requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. This guidance will be effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. For all other entities, the guidance is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2020. The Company does not expect this update to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed by current U.S. GAAP and thereby reduce the current diversity in practice. This guidance is effective for public companies for annual periods beginning after December 15, 2017 and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2019. The Company plans to adopt ASU 2016-15 during the first quarter of fiscal year 2019 and has determined that this standard is relevant to its presentation of distributions received from equity method investments. The Company is currently evaluating the impact of this amendment on distributions received from equity method investments and does not expect it to have a material impact on its statement of cash flows. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 instructs entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs (compared to current U.S. GAAP which prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party). The guidance is effective for public companies for annual periods beginning after December 15, 2017 and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2019. The guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not transfer assets between entities and is therefore not impacted by this new accounting standard. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (“ASU 2016-18”). ASU 2016-18 requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The guidance is effective for public companies for annual periods beginning after December 15, 2017, and interim periods within those annual periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2019. The guidance should be applied using a retrospective transition method for each period presented. The Company will include restricted cash with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The Company plans to adopt ASU 2016-18 during the first quarter of 2019 and apply the standard retrospectively for all periods presented. The Company does not expect it will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides a more robust framework to use in determining when a set of assets and activities is a business. Also, the amendments provide more consistency in applying the guidance, reducing the costs of application, and make the definition of a business more operable. The guidance is effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, the guidance is effective for annual periods beginning after December 15, 2018, and interim periods with annual periods beginning after December 15, 2019. Early adoption is permitted. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2019. This standard is effective on a prospective basis, and therefore does not affect the accounting treatment for any previous transactions. The Company will evaluate the impacts of adopting ASU 2017-01 based on facts and circumstances prospectively as transactions occur. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04") . ASU 2017-04 eliminates Step 2 from the impairment test which requires entities to determine the implied fair value of goodwill to measure if any impairment charge is necessary. Instead, entities will record impairment charges based on the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For public companies, the provisions of ASU 2017-04 are to be applied on a retrospective basis and are effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. For all other entities, the guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to Accounting Standards Codification 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. This guidance will be effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2020. Early adoption is permitted. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-09, Codification Improvements ("ASU 2018-09"). ASU 2018-09 clarifies, corrects errors in, or makes minor improvements to the accounting standards codification. The effective date of the standard is dependent on the facts and circumstances of each amendment. A majority of the amendments in ASU 2018-09 will be effective for public companies for annual periods beginning after December 15, 2018. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2020. Early adoption is permitted. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 ("ASU 2018-10"). ASU 2018-10 improves various aspects within ASC 842, such as rate implicit in the lease, lessee's reassessment of lease classification, lease term and purchase option, as well as many other aspects of the guidance. The ASU is effective when the entity adopts ASC 842, which will be January 1, 2020 for the Company. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, Leases Topic 842, Targeted Improvements ("ASU 2018-11"). ASU 2018-11 provides entities the option to elect not to recast the comparative periods presented when transitioning to ASC 842 and lessors may elect not to separate lease and non-lease components when certain conditions are met. The ASU is effective when the entity adopts ASC 842, which will be January 1, 2020 for the Company. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820) ("ASU 2018-13"). ASU 2018-13 changes the fair value disclosure requirements including new, eliminated, and modified disclosure requirements of ASC 820. Specifically, the ASU requires the addition of disclosures for Level 3 fair value measurements with unrealized gains and losses included in other comprehensive income and disclosure of the range of the weighted average used to develop significant unobservable inputs for Level 3 measurements. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic 350) ("ASU 2018-15"). ASU 2018-15 amends ASC 350 to include in its scope implementation costs of a Cloud Computing Arrangement ("CCA") that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized in a CCA that is considered a service contract. This guidance will be effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Due to qualifying as an emerging growth company, the Company is required to adopt the ASU on January 1, 2021. Early adoption is permitted, including adoption in any interim period, for all entities. The Company is currently assessing the impact that adopting this new standard will have on its consolidated financial statements. |
Description of Business, Basi_3
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Restricted Cash Balance | The following table summarizes the restricted cash balance as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 HUF funds $ 9 $ 9 Certificate of deposits 432 427 $ 441 $ 436 |
Schedule of Error Corrections and Prior Period Adjustments | The following tables summarize the impact of the correction to the prior financial statements (in thousands): Year Ended Adjustments Year Ended General and administrative 10,209 (542 ) 9,667 Total operating expenses 24,529 (542 ) 23,987 Operating income 5,270 542 5,812 Income (loss) before income taxes (4,341 ) 542 (3,799 ) Income tax benefit (expense) 1,489 (202 ) 1,287 Net income (loss) (2,852 ) 340 (2,512 ) Basic earnings (loss) per common share (0.15 ) 0.02 (0.13 ) Diluted earnings (loss) per common share (0.15 ) 0.02 (0.13 ) December 31, 2016 (as Previously Reported) Adjustments December 31, 2016 Deferred income tax liabilities, net $ 2,383 $ 202 $ 2,585 Total liabilities 223,628 202 223,830 Paid in capital 19,510 (542 ) 18,968 Accumulated deficit (4,515 ) 340 (4,175 ) Total shareholders' equity 15,191 (202 ) 14,989 |
Regulatory Decision and Relat_2
Regulatory Decision and Related Accounting and Policy Changes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Regulated Operations [Abstract] | |
Summary of Collective Revenue Requirement Phased-in Over Time | For the Company’s utilities, adjusting for the condemnation of the operations and assets of Valencia and sale of Willow Valley Water Co., Inc. ("Willow Valley"), which occurred in 2015 and 2016, respectively, a collective revenue requirement increase of $3.6 million based on 2011 test year service connections, phased-in over time, with the first increase in January 2015 as follows (in thousands, not updated for the TCJA, refer to Note 1 — "Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements — Corporate Transactions — ACC Tax Docket" for further details): Incremental Cumulative 2015 $ 1,083 $ 1,083 2016 887 1,970 2017 335 2,305 2018 335 2,640 2019 335 2,975 2020 335 3,310 2021 335 3,645 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment at December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Average Depreciation Life (in years) Mains/lines/sewers $ 131,768 $ 117,381 47 Plant 81,471 72,863 25 Equipment 37,392 29,904 10 Meters 13,606 12,693 12 Furniture, fixture and leasehold improvements 371 368 8 Computer and office equipment 639 720 5 Software 241 242 3 Land and land rights 897 861 Other 589 428 Construction work-in-process 45,174 53,591 Total property, plant and equipment 312,148 289,051 Less accumulated depreciation (85,093 ) (75,592 ) Net property, plant and equipment $ 227,055 $ 213,459 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable as of December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Billed receivables $ 1,633 $ 1,691 Less allowance for doubtful accounts (145 ) (163 ) Accounts receivable – net $ 1,488 $ 1,528 |
Summary of Allowance for Doubtful Accounts Activity | The following table summarizes the allowance for doubtful accounts activity as of and for the years ended December 31, 2018 , December 31, 2017 , and December 31, 2016 (in thousands). Balance at Beginning of Period Additions Charged to Expense Charged to Other Accounts Write-offs Balance at End of Period Allowance for doubtful accounts: Year Ended December 31, 2018 $ (163 ) $ (143 ) $ 5 $ 156 $ (145 ) Year Ended December 31, 2017 $ (76 ) $ (125 ) $ — $ 38 $ (163 ) Year Ended December 31, 2016 $ (194 ) $ (52 ) $ — $ 170 $ (76 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Turner Ranches Water and Sanitation Company [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands): Net assets acquired: Cash $ 176 Accounts receivable 121 Gross property, plant and equipment 4,495 Construction work-in-progress 92 Accumulated depreciation (3,554 ) Accounts payable (30 ) Accrued expenses (46 ) Total net assets assumed 1,254 Goodwill 1,546 Total purchase price $ 2,800 |
Red Rock Utilities [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | A preliminary purchase price allocation of the net assets acquired in the transaction is as follows (in thousands): Net assets acquired: Accounts receivable $ 111 Gross property, plant and equipment 19,838 Construction work-in-progress 748 Accumulated depreciation (6,567 ) Prepaids 12 Intangibles 1 200 Accounts payable (26 ) Other taxes (14 ) Other accrued liabilities (45 ) Customer and meter deposits (76 ) AIAC (3,423 ) CIAC - Net (6,000 ) Total net assets assumed 4,758 Goodwill 1,093 Total purchase price $ 5,851 |
Goodwill & Intangible Assets (T
Goodwill & Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2018 and December 31, 2017 intangible assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount INDEFINITE LIVED INTANGIBLE ASSETS: CP Water Certificate of Convenience & Necessity service area $ 1,532 $ — $ 1,532 $ 1,532 $ — $ 1,532 Intangible trademark 13 — 13 13 — 13 Franchise contract rights 134 — 134 — — — Organization intangible 66 — 66 — — — 1,745 — 1,745 1,545 — 1,545 AMORTIZED INTANGIBLE ASSETS: Acquired ICFAs 17,978 (12,154 ) 5,824 17,978 (12,154 ) 5,824 Sonoran contract rights 7,406 (2,003 ) 5,403 7,406 (2,003 ) 5,403 25,384 (14,157 ) 11,227 25,384 (14,157 ) 11,227 Total intangible assets $ 27,129 $ (14,157 ) $ 12,972 $ 26,929 $ (14,157 ) $ 12,772 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at December 31, 2018 and December 31, 2017 consist of the following (in thousands): December 31, 2018 December 31, 2017 Deferred compensation $ 2,305 $ 2,171 Property taxes 1,073 989 Meter replacement - related party 350 717 Interest 478 468 Dividend payable 512 464 Asset retirement obligation 555 427 Other accrued liabilities 2,192 2,016 Total accrued expenses $ 7,465 $ 7,252 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Asset/Liability Type: HUF Funds - restricted cash (1) $ — $ 9 $ — $ 9 $ — $ 9 $ — $ 9 Certificate of Deposit (2) 3,000 — — 3,000 — — — — Demand Deposit (2) 7,043 — — 7,043 — — — — Certificate of Deposit - Restricted (1) — 432 — 432 — 427 — 427 Long-term debt (3) — 107,860 — 107,860 — 115,749 — 115,749 Total $ 10,043 $ 108,301 $ — $ 118,344 $ — $ 116,185 $ — $ 116,185 (1) HUF Funds - restricted cash and Certificate of Deposit - Restricted are presented on the Bond service fund and other restricted cash line item of the Company's consolidated balance sheets. It is valued at amortized cost, which approximates fair value. (2) Certificate of Deposit and Demand Deposit are presented on the Cash and cash equivalents line item of the Company's consolidated balance sheets. They are valued at amortized cost, which approximates fair value. The Certificate of Deposit has no withdrawal restrictions or penalties. (3) The fair value of our debt was estimated based on interest rates considered available for instruments of similar terms and remaining maturities. Refer to Note 11 — "Debt" for further details. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Balances and Maturity Dates for Short Term and Long Term Debt | The outstanding balances and maturity dates for short-term (including the current portion of long-term debt) and long-term debt as of December 31, 2018 and December 31, 2017 are as follows (in thousands): December 31, 2018 December 31, 2017 Short-term Long-term Short-term Long-term BONDS AND NOTES PAYABLE - 4.38% Series A 2016, maturing June 2028 $ — $ 28,750 $ — $ 28,750 4.58% Series B 2016, maturing June 2036 — 86,250 — 86,250 1.20% WIFA Loan, maturing October 2032 3 39 3 41 4.65% Harquahala Loan, maturing January 2021 5 9 5 15 4.60% WIFA Loan, maturing March 2037 1 12 — — 9 115,060 8 115,056 OTHER Capital lease obligations 38 96 — — Debt issuance costs — (649 ) — (693 ) Total debt $ 47 $ 114,507 $ 8 $ 114,363 |
Schedule of Aggregate Annual Maturities of Debt And Minimum Lease Payments Under Capital Lease Obligations | At December 31, 2018 , the remaining aggregate annual maturities of debt and minimum lease payments under capital lease obligations for the years ended December 31 are as follows (in thousands): Debt Capital Lease Obligations 2019 $ 9 $ 46 2020 10 45 2021 1,923 45 2022 3,837 13 2023 3,837 — Thereafter 105,453 — Subtotal 115,069 149 Less: amount representing interest — (15 ) Total $ 115,069 $ 134 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Benefit from Continuing Operations | The income tax benefit from continuing operations for the years ended December 31, 2018 , December 31, 2017 , and December 31, 2016 is comprised of the following (in thousands): 2018 Federal State Total Current income tax expense $ 487 $ — $ 487 Deferred income tax expense (benefit) 1,094 201 1,295 Income tax expense (benefit) $ 1,581 $ 201 $ 1,782 2017 Federal State Total Current income tax expense $ 138 $ — $ 138 Deferred income tax benefit (993 ) 254 $ (739 ) Income tax benefit $ (855 ) $ 254 $ (601 ) 2016 Federal State Total Current income tax expense $ 121 $ — $ 121 Deferred income tax expense (1,285 ) (123 ) (1,408 ) Income tax expense $ (1,164 ) $ (123 ) $ (1,287 ) |
Schedule of Income Tax Benefit Computed Using Federal Statutory Income Tax Rate | The income tax benefit for the years ended December 31, 2018 , 2017 , and 2016 differs from the amount that would be computed using the federal statutory income tax rate due to the following (in thousands): For the Years Ended December 31, 2018 2017 2016 Computed federal tax expense (benefit) at statutory rate $ 1,026 $ 1,343 $ (1,291 ) State income taxes - net of federal tax benefit 190 126 (123 ) Regulatory liability TCJA phase-in 326 — — Federal tax rate change — (2,296 ) — Tax Regulatory Asset Amortization 44 — — IRC Section 453A interest 161 113 121 Equity compensation 33 83 — Other differences 2 30 6 Income tax expense $ 1,782 $ (601 ) $ (1,287 ) |
Summary of Deferred Tax Assets and Deferred Tax Liabilities Including Valuation Allowance | The following table summarizes the Company’s temporary differences between book and tax accounting that give rise to the deferred tax assets and deferred tax liabilities, as of December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 DEFERRED TAX ASSETS: Taxable meter deposits $ 23 $ 33 Net operating loss carry forwards 2,343 2,087 Balterra intangible asset acquisition 224 224 Deferred gain on Sale of GWM 1,086 1,132 Deferred gain on ICFA funds received 4,317 4,911 Equity investment loss 407 341 Property, plant and equipment — — AIAC 332 — Other 958 1,040 Total deferred tax assets 9,690 9,768 Valuation allowance — — Net deferred tax asset 9,690 9,768 DEFERRED TAX LIABILITIES: Regulatory liability (301 ) (315 ) CP Water intangible asset acquisition (381 ) (381 ) ICFA intangible asset (818 ) (577 ) Property, plant and equipment (9,773 ) (4,392 ) Gain on condemnation of Valencia (2,145 ) (7,217 ) Other Liabilities (623 ) — Total deferred tax liabilities (14,041 ) (12,882 ) Net deferred tax liability $ (4,351 ) $ (3,114 ) |
Deferred Compensation Awards (T
Deferred Compensation Awards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows ( in thousands, except option prices and years): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options Outstanding at December 31, 2015 — $ — Granted 325 7.50 Exercised — Forfeited — Cancelled — Options Outstanding at December 31, 2016 325 $ 7.50 Granted 465 9.40 Exercised (50 ) 7.50 Forfeited — Cancelled — Options Outstanding at December 31, 2017 740 $ 8.69 Granted — Exercised (179 ) $ 7.54 Forfeited (62 ) $ 9.40 Cancelled — Options Outstanding at December 31, 2018 498 $ 9.02 7.0 $ 558.9 Options Vested at December 31, 2018 196 $ 8.43 4.4 $ 335.4 |
Schedule of Total Awards Granted, Number of Units Outstanding and Amounts Paid to PSU Holders | The following table details total awards granted and the number of units outstanding as of December 31, 2018 along with the amounts paid to holders of the PSUs for the years ended December 31, 2018 , 2017 , and 2016 (in thousands, except unit amounts): Amounts Paid For the Year Ended December 31, Grant Date Units Granted Units Outstanding 2018 2017 2016 Q1 2013 76,492 — — — 29 Q1 2014 8,775 — — 3 10 Q1 2015 28,828 — 22 90 65 Q1 2016 34,830 2,903 112 108 63 Q1 2017 22,712 9,463 73 53 — Q1 2018 30,907 23,180 76 — — Total 202,544 35,546 $ 283 $ 254 $ 167 |
Schedule of Recipients of SARs Awards, Grant Date, Units Granted, Exercise Price, Outstanding Shares and Amounts Paid | The following table details the recipients of the SARs awards, the grant date, units granted, exercise price, outstanding units as of December 31, 2018 and amounts paid during the years ended December 31, 2018 , 2017, and 2016 (in thousands, except unit and per unit amounts): Amounts Paid For the Year Ended December 31, Recipients Grant Date Units Granted Exercise Price Units Outstanding 2018 2017 2016 Key Executive (1)(3) Q3 2013 100,000 $ 1.59 — $ 166 $ 366 $ 151 Key Executive (1)(4) Q4 2013 100,000 $ 2.69 — 183 312 137 Members of Management (1)(5) Q1 2015 299,000 $ 4.26 178,000 — — 112 Key Executives (2)(6) Q2 2015 300,000 $ 5.13 210,000 447 — — Members of Management (1)(7) Q3 2017 103,000 $ 9.40 103,000 — — Members of Management (1)(8) Q1 2018 33,000 $ 8.99 33,000 — — Total 935,000 524,000 $ 796 $ 678 $ 400 (1) The SARs vest ratably over sixteen quarters from the grant date. (2) The SARs vest over sixteen quarters, vesting 20% per year for the first three years, with the remainder, 40%, vesting in year four. (3) The exercise price was determined by taking the weighted average GWRC share price of the five days prior to the grant date of July 1, 2013. (4) The exercise price was determined by taking the weighted average GWRC share price of the 30 days prior to the grant date of November 14, 2013. (5) The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of February 11, 2015. (6) The exercise price was determined to be the fair market value of one share of GWRC stock on the grant date of May 8, 2015. (7) The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of August 10, 2017. (8) The exercise price was determined to be the fair market value of one share of GWRI stock on the grant date of March 12, 2018. |
Schedule of Estimated Future Compensation Expense | Based on GWRI’s closing share price on December 31, 2018 (the last trading date of the quarter), deferred compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows (in thousands): PSUs SARs 2019 181 261 2020 104 96 2021 96 2022 — 13 Total $ 285 $ 466 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following is supplemental cash flow information for the year s ended December 31, 2018 , 2017 , and 2016 (in thousands): For the Year Ended December 31, 2018 2017 2016 Supplemental cash flow information: Cash paid for interest $ 5,221 $ 5,224 $ 5,969 Cash paid for GWRC tax liability $ — $ 125 $ — Cash paid for bond prepayment fee $ — $ — $ 3,201 Cash paid for taxes $ 129 $ 120 $ 184 Non-cash financing and investing activities: Capital expenditures included in accounts payable and accrued liabilities $ 834 $ 1,090 $ 2,909 Contributions in aid of construction - loan forgiveness $ 127 $ — $ — Capital lease additions $ 161 $ — $ — Equity method investment gain on recapitalization of FATHOM™ $ — $ 243 $ — Deferred compensation change in accounting principle $ — $ — $ 103 Reclassification of deferred IPO costs to equity $ — $ — $ 97 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data (Unaudited) | Quarter First Second Third Fourth Year Ended December 31, 2018 Revenues $ 7,425 $ 10,838 $ 8,999 $ 8,253 Operating income $ 1,364 $ 4,104 $ 2,056 $ 1,745 Net income $ 320 $ 2,256 $ 633 $ (106 ) Basic earnings per common share $ 0.02 $ 0.11 $ 0.03 $ — Diluted earnings per common share $ 0.02 $ 0.11 $ 0.03 $ — Quarter First Second Third Fourth Year Ended December 31, 2017 Revenues $ 6,791 $ 8,145 $ 8,472 $ 7,800 Operating income $ 1,101 $ 1,712 $ 2,810 $ 1,721 Net income $ 189 $ 425 $ 1,203 $ 2,734 Basic earnings per common share $ 0.01 $ 0.02 $ 0.06 $ 0.14 Diluted earnings per common share $ 0.01 $ 0.02 $ 0.06 $ 0.14 |
Description of Business, Basi_4
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Description of Business (10K Only) (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018USD ($)mi²homepeopleutilitysubsidiary | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)mi²homepeopleutilitysubsidiary | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2004USD ($) | |
Concentration Risk [Line Items] | ||||||||||||
Number of water and waste water utilities owned | utility | 12 | 12 | ||||||||||
Number of people served (more than 55,000) | people | 55,000 | 55,000 | ||||||||||
Number of homes served | home | 21,000 | 21,000 | ||||||||||
Area of certificated service areas | mi² | 352 | 352 | ||||||||||
Number of wholly owned subsidiaries serviced | subsidiary | 7 | 7 | ||||||||||
Revenues | $ | $ 8,253,000 | $ 8,999,000 | $ 10,838,000 | $ 7,425,000 | $ 7,800,000 | $ 8,472,000 | $ 8,145,000 | $ 6,791,000 | $ 35,515,000 | $ 31,208,000 | $ 29,799,000 | $ 4,900,000 |
Number of water service connections | 44,289 | 44,289 | 8,113 | |||||||||
Number of water service connections to serve | 2,000,000 | 2,000,000 | ||||||||||
Geographic Concentration Risk [Member] | ||||||||||||
Concentration Risk [Line Items] | ||||||||||||
Percentage of customers on geographical basis | 92.80% |
Description of Business, Basi_5
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Basis of Presentation (10K Only) (Details) | Apr. 28, 2016 |
Accounting Policies [Abstract] | |
Stock split, conversion ratio | 100.68 |
Description of Business, Basi_6
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Corporate Transactions (Details) | Dec. 31, 2034 | Oct. 16, 2018USD ($)mi²active_water_connection | Jul. 20, 2018USD ($)$ / sharesshares | May 30, 2018USD ($) | May 15, 2017USD ($)mi²active_water_connection | Jun. 02, 2016USD ($) | May 11, 2016USD ($)shares | May 09, 2016USD ($) | May 03, 2016USD ($)$ / sharesshares | Jul. 14, 2015USD ($) | Dec. 31, 2016shares | Apr. 30, 2015USD ($) | Sep. 30, 2013USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2018USD ($)mi²shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2021USD ($) |
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Gross amount to be received from transfer of project agreement | $ 4,100,000 | ||||||||||||||||||
Proceeds from transfer of project agreement | $ 300,000 | $ 2,800,000 | |||||||||||||||||
Other income (expense) | $ 592,000 | $ 1,478,000 | $ 2,222,000 | ||||||||||||||||
Remaining Amount To Be Received From Transfer Of Project Agreement | 1,000,000 | ||||||||||||||||||
Deferred tax liabilities, gross | $ 14,041,000 | 12,882,000 | |||||||||||||||||
Area of certificated service areas | mi² | 352 | ||||||||||||||||||
Proceeds from sale of stock | $ 15,910,000 | 0 | 8,372,000 | ||||||||||||||||
Regulatory Assets, Noncurrent | $ 1,793,000 | 1,871,000 | |||||||||||||||||
carrying cost on reg liabilities and assets | 4.25% | ||||||||||||||||||
Willow Water Valley Co Inc [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Proceeds from Sale of Productive Assets | $ 2,300,000 | ||||||||||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 176,000 | $ 54,000 | |||||||||||||||||
Transfer Of Project Agreement [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Other income (expense) | $ 3,300,000 | ||||||||||||||||||
Eagletail Water Company | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Active water connections | active_water_connection | 55 | ||||||||||||||||||
Area of certificated service areas | mi² | 8 | ||||||||||||||||||
Business combination, consideration transferred | $ 80,000 | ||||||||||||||||||
Business combination, assets acquired | 80,000 | ||||||||||||||||||
Business combination, liabilities assumed | $ 78,000 | ||||||||||||||||||
GWR Global Water Resources Corp | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ 731,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | 353,000 | ||||||||||||||||||
Business combination, tax liability | $ 1,400,000 | ||||||||||||||||||
Treasury Stock, Shares, Retired | shares | 8,726,747 | ||||||||||||||||||
Valencia Water Company | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Proceeds from the condemnation of Valencia | $ 55,000,000 | ||||||||||||||||||
Proceeds From Additional Working Capital Adjustments | $ 108,000 | ||||||||||||||||||
Growth Premium Receivable For Each New Water Meter Installed | $ 3,000 | ||||||||||||||||||
Period For Maximum Payout Of Growth Premium Receivable | 20 years | ||||||||||||||||||
Maximum Payout Of Growth Premium Receivable Expiration Date | Dec. 31, 2034 | ||||||||||||||||||
Maximum Payout Of Growth Premium Receivable | 45,000,000 | ||||||||||||||||||
Deferred tax liabilities, gross | $ 2,100,000 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 1,720,000 | 1,720,000 | |||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 9.25 | ||||||||||||||||||
Proceeds from sale of stock | $ 15,900,000 | ||||||||||||||||||
Option Indexed to Issuer's Equity, Indexed Shares | shares | 220,000 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 14,600,000 | ||||||||||||||||||
General Partners' Offering Costs | $ 1,300,000 | ||||||||||||||||||
IPO | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Stock issued during period, new issues (in shares) | shares | 1,164,800 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 6.25 | ||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 7,300,000 | ||||||||||||||||||
Underwriter | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 1,100,000 | ||||||||||||||||||
Maximum | Underwriter | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Stock issued during period, new issues (in shares) | shares | 174,720 | ||||||||||||||||||
Private Letter Ruling | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Gain on condemnation of Valencia | $ 19,400,000 | ||||||||||||||||||
Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Regulatory assets | 1,900,000 | ||||||||||||||||||
Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Regulatory liabilities | $ 600,000 | ||||||||||||||||||
Turner Ranches Water and Sanitation Company [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,800,000 | ||||||||||||||||||
Red Rock Utilities [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Active water connections | active_water_connection | 1,650 | ||||||||||||||||||
Square miles of approved service area | mi² | 9 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 5,900,000 | ||||||||||||||||||
santa cruz [Member] | Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Reform Revenue Reduction | 312,000 | $ 415,000 | |||||||||||||||||
Palo Verde [Member] | Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Reform Revenue Reduction | 449,000 | 669,000 | |||||||||||||||||
Tonopah [Member] | Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Reform Revenue Reduction | 16,000 | 16,000 | |||||||||||||||||
Northern Scottsdale [Member] | Tax Cuts and Jobs Act | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Reform Revenue Reduction | $ 5,000 | $ 5,000 | |||||||||||||||||
Contributor [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Expense on Contributions | 55.00% | ||||||||||||||||||
Tax Payer [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Tax Expense on Contributions | 45.00% |
Description of Business, Basi_7
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Significant Accounting Policies (10K Only) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2004 | Jan. 01, 2014 | |
Property, Plant and Equipment [Line Items] | |||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 101,000 | $ 44,000 | $ 428,000 | ||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 498,496 | 740,000 | 498,496 | 740,000 | 368,395 | ||||||||||
Revenues | $ 8,253,000 | $ 8,999,000 | $ 10,838,000 | $ 7,425,000 | $ 7,800,000 | $ 8,472,000 | $ 8,145,000 | $ 6,791,000 | $ 35,515,000 | $ 31,208,000 | $ 29,799,000 | $ 4,900,000 | |||
Percentage of hook up fee liability to be recorded on ICFA receipts | 70.00% | ||||||||||||||
Restricted cash balances | 441,000 | 436,000 | $ 441,000 | 436,000 | |||||||||||
Valuation allowance | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Number of options outstanding, to acquire shares of GWRI common stock (in shares) | 498,000 | 740,000 | 498,000 | 740,000 | 325,000 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 38,928 | 39,529 | 19,467 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 154,000 | $ 154,000 | |||||||||||||
Regulatory liability | $ 8,851,000 | 8,463,000 | $ 8,851,000 | 8,463,000 | $ 11,400,000 | ||||||||||
Percentage of regulatory liability | 70.00% | 70.00% | |||||||||||||
Percentage reversal of regulatory liability | 30.00% | ||||||||||||||
Reversal of regulatory liability | $ 3,400,000 | ||||||||||||||
Amortization of debt issuance costs and discounts | $ 2,600,000 | ||||||||||||||
Write-off of debt issuance costs | $ 0 | 0 | 2,165,000 | ||||||||||||
Amortization of debt discount | 428,000 | ||||||||||||||
AIAC balances | 0 | 24,000 | 0 | 24,000 | |||||||||||
Refundable AIAC carrying value | $ 67,700,000 | 62,700,000 | 62,700,000 | ||||||||||||
Water Services | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Customer Refundable Fees, Revenue Recognized | $ 344,000 | 307,000 | 236,000 | ||||||||||||
HUF funds | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Restricted cash balances | 9,000 | $ 9,000 | |||||||||||||
In the Money | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Antidilutive securities included in computation of earnings per share (in shares) | 100,000 | 275,000 | |||||||||||||
Out of the Money | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 398,496 | 465,000 | |||||||||||||
Willow Water Valley Co Inc [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 176,000 | $ 54,000 | |||||||||||||
Certificate of deposits | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Restricted cash balances | 432,000 | $ 432,000 | |||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 3,000,000 | 3,000,000 | |||||||||||||
Fair Value, Inputs, Level 2 [Member] | Certificate of deposits | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Restricted cash balances | 427,000 | $ 427,000 | |||||||||||||
Fair Value, Inputs, Level 2 [Member] | Certificate of deposits | Certificate of deposits | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Restricted cash balances | $ 427,000 | $ 427,000 | |||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 432,000 | $ 432,000 |
Description of Business, Basi_8
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Change in Accounting Principle (10K Only) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Increase in SAR liability | $ 0 | $ 0 | $ 103,000 |
Revaluation of SAE liability, taxes | $ 38,000 |
Description of Business, Basi_9
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Immaterial Correction of an Error in Previously Issued Financial Statements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
General and administrative | $ 10,548,000 | $ 9,407,000 | $ 9,667,000 | |||||||||
Total operating expenses | 26,246,000 | 23,864,000 | 23,987,000 | |||||||||
Operating income | $ 1,745,000 | $ 2,056,000 | $ 4,104,000 | $ 1,364,000 | $ 1,721,000 | $ 2,810,000 | $ 1,712,000 | $ 1,101,000 | 9,269,000 | 7,344,000 | 5,812,000 | |
Income before income taxes | 548,000 | 900,000 | 4,885,000 | 3,950,000 | (3,799,000) | |||||||
Income tax expense | (654,000) | 876,000 | (1,782,000) | 601,000 | 1,287,000 | |||||||
Net income (loss) | $ (106,000) | $ 633,000 | $ 2,256,000 | $ 320,000 | $ 2,734,000 | $ 1,203,000 | $ 425,000 | $ 189,000 | $ 3,103,000 | $ 4,551,000 | $ (2,512,000) | |
Basic earnings (losses) per common share | $ 0 | $ 0.03 | $ 0.11 | $ 0.02 | $ 0.14 | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.23 | $ (0.13) | |
Diluted earnings (losses) per common share | $ 0 | $ 0.03 | $ 0.11 | $ 0.02 | $ 0.14 | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.23 | $ (0.13) | |
Deferred income tax liabilities, net | $ 4,350,000 | $ 3,114,000 | $ 4,350,000 | $ 3,114,000 | $ 2,585,000 | |||||||
Total liabilities | 234,590,000 | 223,708,000 | 234,590,000 | 223,708,000 | 223,830,000 | |||||||
Paid in capital | 27,657,000 | 14,288,000 | 27,657,000 | 14,288,000 | 18,968,000 | |||||||
Retained earnings | 0 | 376,000 | 0 | 376,000 | (4,175,000) | |||||||
Total shareholders' equity | $ 27,871,000 | $ 14,860,000 | $ 27,871,000 | $ 14,860,000 | 14,989,000 | $ 20,063,000 | ||||||
Previously Reported | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
General and administrative | 10,209,000 | |||||||||||
Total operating expenses | 24,529,000 | |||||||||||
Operating income | 5,270,000 | |||||||||||
Income before income taxes | (4,341,000) | |||||||||||
Income tax expense | (1,489,000) | |||||||||||
Net income (loss) | $ (2,852,000) | |||||||||||
Basic earnings (losses) per common share | $ (0.15) | |||||||||||
Diluted earnings (losses) per common share | $ (0.15) | |||||||||||
Deferred income tax liabilities, net | $ 2,383,000 | |||||||||||
Total liabilities | 223,628,000 | |||||||||||
Paid in capital | 19,510,000 | |||||||||||
Retained earnings | (4,515,000) | |||||||||||
Total shareholders' equity | 15,191,000 | |||||||||||
Adjustments | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
General and administrative | (542,000) | |||||||||||
Total operating expenses | (542,000) | |||||||||||
Operating income | 542,000 | |||||||||||
Income before income taxes | 542,000 | |||||||||||
Income tax expense | 202,000 | |||||||||||
Net income (loss) | $ 340,000 | |||||||||||
Basic earnings (losses) per common share | $ 0.02 | |||||||||||
Diluted earnings (losses) per common share | $ 0.02 | |||||||||||
Deferred income tax liabilities, net | $ 202,000 | |||||||||||
Total liabilities | 202,000 | |||||||||||
Paid in capital | (542,000) | |||||||||||
Retained earnings | 340,000 | |||||||||||
Total shareholders' equity | $ (202,000) |
Description of Business, Bas_10
Description of Business, Basis of Presentation, Corporate Transactions, Significant Accounting Policies, and Recent Accounting Pronouncements - Significant Accounting Policies (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of options outstanding, to acquire shares of GWRI common stock (in shares) | 498,000 | 740,000 | 325,000 |
Common share equivalents included in diluted earnings per share (in shares) | 38,928 | 39,529 | 19,467 |
Regulatory Decision and Relat_3
Regulatory Decision and Related Accounting and Policy Changes - Additional Information (Details) | Jul. 09, 2012utility | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2004USD ($) | Jan. 01, 2014USD ($) | Jan. 01, 2010USD ($) |
Public Utilities, General Disclosures [Line Items] | ||||||||||||||||
Number of utilities to adjust revenue requirement | utility | 7 | |||||||||||||||
Requested collective rate of increase over revenue | 28.00% | |||||||||||||||
Approved collective revenue increase | $ 3,600,000 | |||||||||||||||
Adopted rate of return on common equity | 9.50% | |||||||||||||||
Percentage of hook up fee liability to be recorded on ICFA receipts | 70.00% | |||||||||||||||
Revenues | $ 8,253,000 | $ 8,999,000 | $ 10,838,000 | $ 7,425,000 | $ 7,800,000 | $ 8,472,000 | $ 8,145,000 | $ 6,791,000 | $ 35,515,000 | $ 31,208,000 | $ 29,799,000 | $ 4,900,000 | ||||
Percentage of deferred revenue to be recorded on ICFA receipts | 30.00% | |||||||||||||||
ICFA fee as deferred revenue | The Company is responsible for assuring the full HUF value is paid from ICFA proceeds, and recorded in its full amount, even if it results in recording less than 30% of the ICFA fee as deferred revenue. | |||||||||||||||
Deferred revenue - ICFA | 17,358,000 | 19,746,000 | $ 17,358,000 | 19,746,000 | ||||||||||||
Intangible assets offset by regulatory liability | $ 11,200,000 | |||||||||||||||
Percentage of regulatory liability | 70.00% | 70.00% | ||||||||||||||
Percentage reversal of regulatory liability | 30.00% | |||||||||||||||
Reversal of regulatory liability | $ 3,400,000 | |||||||||||||||
Regulatory liability | 8,851,000 | 8,463,000 | $ 8,851,000 | 8,463,000 | $ 11,400,000 | |||||||||||
Regulatory asset | 1,793,000 | 1,871,000 | 1,793,000 | 1,871,000 | ||||||||||||
ICFA | ||||||||||||||||
Public Utilities, General Disclosures [Line Items] | ||||||||||||||||
Revenues | 2,500,000 | |||||||||||||||
Deferred revenue - ICFA | 17,400,000 | $ 19,700,000 | 17,400,000 | $ 19,700,000 | ||||||||||||
Regulatory liability | $ 7,900,000 | $ 7,900,000 |
Regulatory Decision and Relat_4
Regulatory Decision and Related Accounting and Policy Changes - Summary of Collective Revenue Requirement Phased-in Over Time (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Incremental | |
2,015 | $ 1,083 |
2,016 | 887 |
2,017 | 335 |
2,018 | 335 |
2,019 | 335 |
2,020 | 335 |
2,021 | 335 |
Cumulative | |
2,015 | 1,083 |
2,016 | 1,970 |
2,017 | 2,305 |
2,018 | 2,640 |
2,019 | 2,975 |
2,020 | 3,310 |
2,021 | $ 3,645 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 312,148 | $ 289,051 |
Less accumulated depreciation | (85,093) | (75,592) |
Net property, plant and equipment | 227,055 | 213,459 |
Mains/lines/sewers | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 131,768 | 117,381 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 47 years | |
Plant | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 81,471 | 72,863 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 25 years | |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 37,392 | 29,904 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 10 years | |
Meters | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 13,606 | 12,693 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 12 years | |
Furniture, fixture and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 371 | 368 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 8 years | |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 639 | 720 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 5 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 241 | 242 |
Average Depreciation Life (in years) | ||
Property plant and equipment, average depreciation life | 3 years | |
Land and land rights | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 897 | 861 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 589 | 428 |
Construction work-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 45,174 | $ 53,591 |
Accounts Receivable - Summary
Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Billed receivables | $ 1,633 | $ 1,691 |
Less allowance for doubtful accounts | (145) | (163) |
Accounts receivable – net | $ 1,488 | $ 1,528 |
Accounts Receivable - Summar_2
Accounts Receivable - Summary of Allowance for Doubtful Accounts Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ (163) | $ (76) | $ (194) |
Additions Charged to Expense | (143) | (125) | (52) |
Charged to Other Accounts | 5 | 0 | 0 |
Write-offs | 156 | 38 | 170 |
Balance at End of Period | $ (145) | $ (163) | $ (76) |
Equity Method Investment - Add
Equity Method Investment - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Jun. 05, 2013 |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment | $ 79 | $ 345 | |||||
Equity method investment gain on recapitalization of FATHOM™ | 0 | 243 | $ 0 | ||||
FATHOM | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment | $ 345 | $ 79 | $ 1,600 | ||||
Ownership percentage of common and preferred units | 7.10% | 8.00% | |||||
Equity method investment gain on recapitalization of FATHOM™ | $ 243 |
Acquisitions (Details)
Acquisitions (Details) | Oct. 17, 2018mi²active_water_connection | Oct. 16, 2018USD ($)mi²service_connection | May 30, 2018USD ($)mi² | Dec. 31, 2018USD ($)mi² | Dec. 31, 2018USD ($)mi² |
Business Acquisition [Line Items] | |||||
Area Of Certificated Service Areas | mi² | 352 | 352 | |||
Turner Ranches Water and Sanitation Company [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ | $ 2,800,000 | $ 2,800,000 | |||
Active water connections | $ | 963 | ||||
Area Of Certificated Service Areas | mi² | 7 | ||||
Red Rock Utilities [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ | $ 5,851,314 | $ 5,851,000 | |||
Active water connections | 1,650 | 1,650 | |||
Area Of Certificated Service Areas | mi² | 9 | 9 |
Acquisitions Net Assets Acquire
Acquisitions Net Assets Acquired (Details) - USD ($) | Oct. 16, 2018 | May 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 12,756,000 | $ 12,756,000 | $ 12,756,000 | $ 5,248,000 | $ 5,248,000 | $ 20,498,000 | $ 11,513,000 | ||
Accounts receivable — net | 1,488,000 | 1,488,000 | 1,528,000 | ||||||
Property, Plant and Equipment, Net | 227,055,000 | 227,055,000 | 213,459,000 | ||||||
Property, plant and equipment | 312,148,000 | 312,148,000 | 289,051,000 | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (85,093,000) | (85,093,000) | (75,592,000) | ||||||
Accounts payable | 604,000 | 604,000 | 321,000 | ||||||
Customer and Meter Deposits | 1,460,000 | 1,460,000 | 1,395,000 | ||||||
Advances in aid of construction | 67,684,000 | 67,684,000 | 62,725,000 | ||||||
Contributions in Aid of Construction | 10,670,000 | 10,670,000 | 4,425,000 | ||||||
Accrued Liabilities, Current | 7,465,000 | 7,465,000 | 7,252,000 | ||||||
Goodwill | 2,639,000 | 2,639,000 | $ 0 | ||||||
Red Rock Utilities [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable — net | 111,000 | 111,000 | |||||||
Property, Plant and Equipment, Net | 19,838,000 | 19,838,000 | |||||||
Property, plant and equipment | 748,000 | 748,000 | |||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (6,567,000) | (6,567,000) | |||||||
Prepaid Expense | 12,000 | 12,000 | |||||||
Intangible Assets, Gross (Excluding Goodwill) | 200,000 | 200,000 | |||||||
Accounts payable | (26,000) | (26,000) | |||||||
Taxes Payable | (14,000) | (14,000) | |||||||
Accrued Liabilities | (45,000) | (45,000) | |||||||
Customer and Meter Deposits | (76,000) | (76,000) | |||||||
Advances in aid of construction | (3,423,000) | (3,423,000) | |||||||
Contributions in Aid of Construction | (6,000,000) | (6,000,000) | |||||||
Assets | 4,758,000 | 4,758,000 | |||||||
Goodwill | 1,093,000 | 1,093,000 | |||||||
Payments to Acquire Businesses, Gross | $ 5,851,314 | 5,851,000 | |||||||
Turner Ranches Water and Sanitation Company [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | 176,000 | 176,000 | |||||||
Accounts receivable — net | 121,000 | 121,000 | |||||||
Property, Plant and Equipment, Net | 4,495,000 | 4,495,000 | |||||||
Property, plant and equipment | 92,000 | 92,000 | |||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (3,554,000) | (3,554,000) | |||||||
Accounts payable | (30,000) | (30,000) | |||||||
Accrued Liabilities, Current | (46,000) | (46,000) | |||||||
Assets | 1,254,000 | 1,254,000 | |||||||
Goodwill | 1,546,000 | $ 1,546,000 | |||||||
Payments to Acquire Businesses, Gross | $ 2,800,000 | $ 2,800,000 |
Goodwill & Intangible Assets -
Goodwill & Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
INDEFINITE LIVED INTANGIBLE ASSETS: | ||
Indefinite lived intangible assets | $ 1,745 | $ 1,545 |
AMORTIZED INTANGIBLE ASSETS: | ||
Gross Amount | 25,384 | 25,384 |
Accumulated Amortization | (14,157) | (14,157) |
Net Amount | 11,227 | 11,227 |
Total intangible assets, Gross Amount | 27,129 | 26,929 |
Total intangible assets, Net Amount | 12,972 | 12,772 |
Acquired ICFAs | ||
AMORTIZED INTANGIBLE ASSETS: | ||
Gross Amount | 17,978 | 17,978 |
Accumulated Amortization | (12,154) | (12,154) |
Net Amount | 5,824 | 5,824 |
Sonoran contract rights | ||
AMORTIZED INTANGIBLE ASSETS: | ||
Gross Amount | 7,406 | 7,406 |
Accumulated Amortization | (2,003) | (2,003) |
Net Amount | 5,403 | 5,403 |
CP Water Certificate of Convenience & Necessity service area | ||
INDEFINITE LIVED INTANGIBLE ASSETS: | ||
Indefinite lived intangible assets | 1,532 | 1,532 |
Intangible trademark | ||
INDEFINITE LIVED INTANGIBLE ASSETS: | ||
Indefinite lived intangible assets | 13 | 13 |
Franchise Rights [Member] | ||
INDEFINITE LIVED INTANGIBLE ASSETS: | ||
Indefinite lived intangible assets | 134 | 0 |
Red Rock Utilities [Member] | ||
INDEFINITE LIVED INTANGIBLE ASSETS: | ||
Indefinite lived intangible assets | $ 66 | $ 0 |
Goodwill & Intangible Assets _2
Goodwill & Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||||
Goodwill | $ 2,639,000 | $ 0 | $ 2,639,000 | $ 0 |
Amortization of intangible assets | 0 | $ 0 | 0 | $ 0 |
Turner Ranches Water and Sanitation Company [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 1,546,000 | $ 1,546,000 |
Transactions With Related Par_2
Transactions With Related Parties - Additional Information (Details) | Nov. 17, 2016USD ($)$ / Wateraccount | Nov. 16, 2016$ / Wateraccount | Dec. 31, 2018USD ($)$ / Wateraccount | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | May 03, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||
Employee medical claims paid | $ 459,000 | $ 342,000 | $ 533,000 | ||||
Due from affiliates | $ 406,000 | 430,000 | $ 406,000 | ||||
Services agreement renewable term | 10 years | ||||||
GWR Global Water Resources Corp | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts payable due to merger of GWRC | $ 731,000 | ||||||
Global Water Management | |||||||
Related Party Transaction [Line Items] | |||||||
Due from affiliates | $ 406,000 | 406,000 | |||||
Purchase agreement period | 10 years | ||||||
Services agreement contract term | 10 years | ||||||
Amended services agreement, Maturity date | Dec. 31, 2026 | ||||||
Estimated cost per water account/month | $ / Wateraccount | 7.79 | 6.24 | |||||
Royalty Income, Nonoperating | $ 443,000 | ||||||
Global Water Management | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty payments (up to $15.0 million) | 15,000,000 | 15,000,000 | |||||
Proceeds from Royalties Received | 2,000,000 | ||||||
Global Water Management | Meter Replacement | |||||||
Related Party Transaction [Line Items] | |||||||
Meter replacement program cost | $ 11,400,000 | ||||||
Meter replacement program paid | 11,100,000 | 11,100,000 | |||||
Retention Payable | 350,000 | $ 350,000 | |||||
Global Water Management | FATHOM Services | |||||||
Related Party Transaction [Line Items] | |||||||
Annual cost payable | $ 1,700,000 | ||||||
Cost per water account/month | $ / Wateraccount | 6.43 | ||||||
Cost of Services, Excluding Depreciation, Depletion, and Amortization | $ 1,600,000 | $ 1,500,000 | $ 1,900,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities, Current [Abstract] | ||
Deferred compensation | $ 2,305 | $ 2,171 |
Property taxes | 1,073 | 989 |
Meter replacement - related party | 350 | 717 |
Interest | 478 | 468 |
Dividend payable | 512 | 464 |
Asset retirement obligation | 555 | 427 |
Other accrued liabilities | 2,192 | 2,016 |
Total accrued expenses | $ 7,465 | $ 7,252 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 441 | $ 436 |
Long-term Debt, Fair Value | 107,860 | 115,749 |
Fair Value, Net Asset (Liability) | 118,344 | 116,185 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 10,043 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 107,860 | 115,749 |
Fair Value, Net Asset (Liability) | 108,301 | 116,185 |
Hook Up Fee Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Cash and Cash Equivalents | 9 | 9 |
Demand Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 7,043 | |
Demand Deposits [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 7,043 | 0 |
Certificate of deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,000 | |
Restricted Cash and Cash Equivalents | 432 | |
Certificate of deposits | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 3,000 | 0 |
Certificate of deposits | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Cash and Cash Equivalents | 427 | |
Certificate of deposits | Hook Up Fee Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 9 | |
Certificate of deposits | Certificate of deposits | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 432 | |
Restricted Cash and Cash Equivalents | $ 427 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Balances and Maturity Dates for Short Term and Long Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Mar. 03, 2017 | |
Short-term | ||||
Capital lease obligations | $ 38 | $ 0 | ||
Debt issuance costs | 0 | 0 | ||
Total debt | 47 | 8 | ||
Long-term | ||||
Capital lease obligations | 96 | 0 | ||
Long-term debt and capital leases | 114,507 | 114,363 | ||
BONDS AND NOTES PAYABLE - | ||||
Short-term | ||||
Short-term debt | 9 | 8 | ||
Long-term | ||||
Long-term debt, noncurrent | 115,060 | 115,056 | ||
BONDS AND NOTES PAYABLE - | 4.38% Series A 2016, maturing June 2028 | ||||
Short-term | ||||
Short-term debt | 0 | 0 | ||
Long-term | ||||
Long-term debt, noncurrent | $ 28,750 | 28,750 | ||
Debt instrument, interest rate | 4.38% | |||
Debt instrument, maturity date | 2028-06 | |||
BONDS AND NOTES PAYABLE - | 4.58% Series B 2016, maturing June 2036 | ||||
Short-term | ||||
Short-term debt | $ 0 | 0 | ||
Long-term | ||||
Long-term debt, noncurrent | $ 86,250 | 86,250 | ||
Debt instrument, interest rate | 4.58% | |||
Debt instrument, maturity date | 2036-06 | |||
BONDS AND NOTES PAYABLE - | 1.20% WIFA Loan, maturing October 2032 | ||||
Short-term | ||||
Short-term debt | $ 3 | 3 | ||
Long-term | ||||
Long-term debt, noncurrent | $ 39 | 41 | ||
Debt instrument, interest rate | 1.20% | 1.20% | ||
Debt instrument, maturity date | 2032-10 | |||
BONDS AND NOTES PAYABLE - | 4.65% Harquahala Loan, maturing January 2021 | ||||
Short-term | ||||
Short-term debt | $ 5 | 5 | ||
Long-term | ||||
Long-term debt, noncurrent | $ 9 | 15 | ||
Debt instrument, interest rate | 4.65% | 4.65% | ||
Debt instrument, maturity date | 2021-01 | |||
BONDS AND NOTES PAYABLE - | 2017 WIFA Loan [Member] | ||||
Short-term | ||||
Short-term debt | $ 1 | 0 | ||
Long-term | ||||
Long-term debt, noncurrent | $ 12 | $ 0 | ||
Debt instrument, interest rate | 4.60% | 4.60% | ||
Debt instrument, maturity date | 2037-03 |
Debt - Additional Information
Debt - Additional Information (Details) | Apr. 30, 2020 | Jun. 24, 2016USD ($)debt_instrument | Jun. 30, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018 | Apr. 20, 2018USD ($) | May 31, 2017debt_instrument | Mar. 03, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||
Cash paid for prepayment penalty | $ 0 | $ 0 | $ 3,201,000 | |||||||
Write off of capitalized loan fees | 0 | 0 | $ 2,165,000 | |||||||
Long-term debt, fair value | 107,860,000 | 115,749,000 | ||||||||
Eagletail Water Company | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments | debt_instrument | 2 | |||||||||
2016 Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments | debt_instrument | 2 | |||||||||
Debt instrument, face amount | $ 115,000,000 | |||||||||
Debt instrument, interest rate | 4.55% | |||||||||
Redemption percentage of principal amount | 103.00% | |||||||||
Cash paid for prepayment penalty | $ 3,200,000 | |||||||||
Write off of capitalized loan fees | $ 2,200,000 | |||||||||
Debt Issuance Costs, Net | 649,000 | 693,000 | ||||||||
Future Debt service coverage ratio for June 30, 2021 through the quarter ending March 31, 2024 | 120.00% | |||||||||
2016 Senior Secured Notes | Series A Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 28,800,000 | |||||||||
Debt instrument, interest rate | 4.38% | |||||||||
Debt instrument, term | 12 years | |||||||||
Debt instrument, maturity date | Jun. 15, 2028 | |||||||||
2016 Senior Secured Notes | Series B Senior Secured Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 86,300,000 | |||||||||
Debt instrument, interest rate | 4.58% | |||||||||
Debt instrument, term | 20 years | |||||||||
Debt Instrument, principal payments | $ 1,900,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 2.25% | |||||||||
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 137,000 | $ 20,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | |||||||||
Debt instrument, maturity date | Apr. 30, 2020 | |||||||||
Debt service coverage ratio | 110.00% | |||||||||
Debt service coverage ratio limiting dividend payment | 125.00% | |||||||||
Bonds and notes payable | 1.20% WIFA Loan, maturing October 2032 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 1.20% | 1.20% | ||||||||
Debt instrument, term | 20 years | |||||||||
Bonds and notes payable | 4.65% Harquahala Loan, maturing January 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 4.65% | 4.65% | ||||||||
Debt instrument, term | 15 years | |||||||||
Bonds and notes payable | 2017 WIFA Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 174,500 | |||||||||
Debt instrument, interest rate | 4.60% | 4.60% | ||||||||
Debt instrument, term | 20 years |
Debt - Schedule of Aggregate A
Debt - Schedule of Aggregate Annual Maturities of Debt And Minimum Lease Payments Under Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,018 | $ 9 |
2,019 | 10 |
2,020 | 1,923 |
2,021 | 3,837 |
2,022 | 3,837 |
Thereafter | 105,453 |
Total | 115,069 |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Fiscal Year Maturity [Abstract] | |
2,018 | 46 |
2,019 | 45 |
2,020 | 45 |
2,021 | 13 |
2,022 | 0 |
Thereafter | 0 |
Subtotal | 149 |
Less: amount representing interest | (15) |
Total | $ 134 |
Debt - Additional Information (
Debt - Additional Information (K Only) (Details) - Tax Exempt Bonds - USD ($) | Oct. 01, 2008 | Nov. 19, 2007 | Dec. 28, 2006 |
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 24,600,000 | $ 53,600,000 | $ 36,500,000 |
Unamortized discount | $ 511,000 |
Income Taxes - Additional Info
Income Taxes - Additional Information1 (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Percent | 34.60% | 15.20% | 33.90% | ||
Liability for Uncertainty in Income Taxes, Noncurrent | $ 0 | $ 0 | $ 0 | $ 0 | |
Income Tax Expense (Benefit) | 654,000 | (876,000) | 1,782,000 | (601,000) | $ (1,287,000) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 548,000 | 900,000 | $ 4,885,000 | 3,950,000 | $ (3,799,000) |
Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Change In Tax Rate, Deferred Tax Assets, Provisional Income Tax Expense | 2,300,000 | ||||
Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Change In Tax Rate, Increase (Decrease) in Regulatory Assets | $ 1,300,000 | $ 1,300,000 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | 10,400,000 | $ 10,400,000 | |||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating Loss Carryforwards | $ 4,000,000 | $ 4,000,000 |
Income Taxes - Schedule of Inc
Income Taxes - Schedule of Income Tax Benefit from Continuing Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | |||||
Current income tax expense | $ 487,000 | $ 138,000 | $ 121,000 | ||
Deferred income tax expense (benefit) | 1,094,000 | (993,000) | (1,285,000) | ||
Income tax expense (benefit) | 1,581,000 | (855,000) | (1,164,000) | ||
State | |||||
Deferred income tax expense (benefit) | 0 | 0 | 0 | ||
Deferred income tax expense (benefit) | 201,000 | 254,000 | (123,000) | ||
Income tax expense (benefit) | 201,000 | 254,000 | (123,000) | ||
Total | |||||
Income tax expense (benefit) | 487,000 | 138,000 | 121,000 | ||
Deferred income tax expense (benefit) | 1,295,000 | (739,000) | (1,408,000) | ||
Income tax expense (benefit) | $ 654,000 | $ (876,000) | $ 1,782,000 | $ (601,000) | $ (1,287,000) |
Income Taxes - Schedule of I_2
Income Taxes - Schedule of Income Tax Benefit Computed Using Federal Statutory Income Tax Rate (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Computed federal tax expense (benefit) at statutory rate | $ 1,026,000 | $ 1,343,000 | $ (1,291,000) | ||
State income taxes - net of federal tax benefit | 190,000 | 126,000 | (123,000) | ||
Federal tax rate change | 0 | (2,296,000) | 0 | ||
Effective Income Tax Rate Reconciliation, Regulatory Asset Amortization | 44,000 | ||||
IRC Section 453A interest | 161,000 | 113,000 | 121,000 | ||
Equity compensation | 33,000 | 83,000 | 0 | ||
Other differences | 2,000 | 30,000 | 6,000 | ||
Income tax expense (benefit) | $ 654,000 | $ (876,000) | 1,782,000 | $ (601,000) | $ (1,287,000) |
Effective Income Tax Rate Reconciliation, Regulatory Liability | $ 326,000 |
Income Taxes - Summary of Defe
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities Including Valuation Allowance (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
DEFERRED TAX ASSETS: | ||
Taxable meter deposits | $ 23,000 | $ 33,000 |
Net operating loss carry forwards | 2,343,000 | 2,087,000 |
Balterra intangible asset acquisition | 224,000 | 224,000 |
Deferred gain on Sale of GWM | 1,086,000 | 1,132,000 |
Deferred gain on ICFA funds received | 4,317,000 | 4,911,000 |
Equity investment loss | 407,000 | 341,000 |
Deferred Tax Assets, Property, Plant and Equipment | 0 | 0 |
Deferred Tax Asset, AIAC | 332,000 | |
Other | 958,000 | 1,040,000 |
Total deferred tax assets | 9,690,000 | 9,768,000 |
Valuation allowance | 0 | 0 |
Net deferred tax asset | 9,690,000 | 9,768,000 |
DEFERRED TAX LIABILITIES: | ||
Regulatory liability | (301,000) | (315,000) |
CP Water intangible asset acquisition | (381,000) | (381,000) |
ICFA intangible asset | (818,000) | (577,000) |
Property, plant and equipment | (9,773,000) | (4,392,000) |
Gain on condemnation of Valencia | (2,145,000) | (7,217,000) |
Other Liabilities | (623,000) | 0 |
Total deferred tax liabilities | (14,041,000) | (12,882,000) |
Net deferred tax liability | $ (4,351,000) | $ (3,114,000) |
Deferred Compensation Awards -
Deferred Compensation Awards - Additional Information (Details) $ / shares in Units, $ in Thousands | May 20, 2016$ / shares | Nov. 14, 2013 | Jul. 01, 2013 | Aug. 31, 2017$ / sharesshares | May 31, 2016$ / sharesshares | Mar. 31, 2018shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Sep. 30, 2018shares | May 02, 2016$ / $ |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options, exercise price per share (usd per share) | $ / shares | $ 9.02 | $ 8.69 | |||||||||
Options forfeited | (62,000) | ||||||||||
Foreign exchange rate translation | $ / $ | 0.7969 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 498,000 | 740,000 | 325,000 | ||||||||
Phantom Stock Units (PSUs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||||||||
Stock Appreciation Rights (SARs) | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Weighted average days used to determine exercise price | 30 days | 5 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||
PSUs and SARs | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 1,221 | $ 1,076 | |||||||||
2016 stock option grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, options granted (in shares) | 325,000 | ||||||||||
Options, exercise price per share (usd per share) | $ / shares | $ 7.50 | $ 7.50 | $ 7.50 | ||||||||
Expiration period | 3 years | ||||||||||
Fair value of the stock option expense | $ | $ 348 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||
2016 stock option grant | Employee Stock Option | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 68 | 174 | |||||||||
Shares Exercised | 225,000 | ||||||||||
Stock Compensation Shares Exercised Utilizing Cashless Exercise | 75,000 | ||||||||||
Net Shares Outstanding After Cashless Exercise | 15,826 | ||||||||||
Treasury Stock, Shares, Acquired | 59,174 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 100,000 | ||||||||||
2016 stock option grant | Vest on May 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||
2016 stock option grant | Vest on May 2018 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
2017 stock option grant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock, options granted (in shares) | 465,000 | ||||||||||
Expiration period | 10 years | ||||||||||
Fair value of the stock option expense | $ | $ 1,100 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||
Split-adjusted exercise price of options (usd per share) | $ / shares | $ 9.40 | ||||||||||
2017 stock option grant | Employee Stock Option | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 255 | ||||||||||
Shares Exercised | 4,204 | ||||||||||
Options forfeited | 62,300 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 398,496 | ||||||||||
2017 stock option grant | Vest on August 2018 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||
2017 stock option grant | Vest on August 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
2017 stock option grant | Vest on August 2020 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
2017 stock option grant | Vest on August 2021 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% |
Deferred Compensation Awards _2
Deferred Compensation Awards - Schedule of Total Awards Granted and Number of Units Outstanding (Details) - Phantom Stock Units (PSUs) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | |||
Units Granted (in shares) | 202,544 | |||
Units Outstanding (in shares) | 35,546 | |||
Amounts Paid | $ 283 | $ 254 | $ 167 | |
Q1 2013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 76,492 | |||
Units Outstanding (in shares) | 0 | |||
Amounts Paid | $ 0 | 0 | ||
Q1 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 8,775 | |||
Units Outstanding (in shares) | 0 | |||
Amounts Paid | $ 0 | 3 | ||
Q1 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 28,828 | |||
Units Outstanding (in shares) | 0 | |||
Amounts Paid | $ 22 | 90 | ||
Q1 2016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 34,830 | |||
Units Outstanding (in shares) | 2,903 | |||
Amounts Paid | $ 112 | 108 | ||
Q1 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 22,712 | |||
Units Outstanding (in shares) | 9,463 | |||
Amounts Paid | $ 73 | 53 | ||
Q1 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 30,907 | |||
Units Outstanding (in shares) | 23,180 | |||
Amounts Paid | $ 76 | $ 0 | $ 0 |
Deferred Compensation Awards _3
Deferred Compensation Awards - Schedule of Recipients of SARs Awards, Grant Date, Units Granted, Exercise Price, Outstanding Shares and Amounts Paid (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 4 years | |||
Units Granted (in shares) | 935,000 | |||
Units Outstanding (in shares) | 524,000 | |||
Amounts Paid | $ 796 | $ 678 | $ 400 | |
Q3 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 48 months | |||
Employees below senior management level | Q1 2012 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 12 months | |||
Expiration period | 4 years | |||
Key Executive | Q3 2013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 48 months | |||
Duration of weighted average period to determine exercise price | 5 days | |||
Units Granted (in shares) | 100,000 | |||
Exercise Price (in dollars per share) | $ 1.59 | |||
Units Outstanding (in shares) | 0 | |||
Amounts Paid | $ 166 | 366 | 151 | |
Key Executive | Q4 2013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 48 months | |||
Duration of weighted average period to determine exercise price | 30 days | |||
Units Granted (in shares) | 100,000 | |||
Exercise Price (in dollars per share) | $ 2.69 | |||
Units Outstanding (in shares) | 0 | |||
Amounts Paid | $ 183 | 312 | 137 | |
Key Executive | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 300,000 | |||
Exercise Price (in dollars per share) | $ 5.13 | |||
Units Outstanding (in shares) | 210,000 | |||
Amounts Paid | $ 447 | 0 | 0 | |
Members of Management | Q1 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 299,000 | |||
Exercise Price (in dollars per share) | $ 4.26 | |||
Units Outstanding (in shares) | 178,000 | |||
Amounts Paid | $ 0 | 0 | 112 | |
Members of Management | Q3 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 103,000 | |||
Exercise Price (in dollars per share) | $ 9.40 | |||
Units Outstanding (in shares) | 103,000 | |||
Amounts Paid | 0 | 0 | ||
Members of Management | Q1 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units Granted (in shares) | 33,000 | |||
Exercise Price (in dollars per share) | $ 8.99 | |||
Units Outstanding (in shares) | 33,000 | |||
Amounts Paid | $ 0 | $ 0 | ||
Year One | Key Executive | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 48 months | |||
Vesting percentage | 20.00% | |||
Year One | Members of Management | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 48 months | |||
Year Two | Key Executive | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Year Three | Key Executive | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 20.00% | |||
Year Four | Key Executive | Q2 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 40.00% |
Deferred Compensation Awards _4
Deferred Compensation Awards - Schedule of Estimated Future Compensation Expense (Details) $ in Thousands | Sep. 30, 2018USD ($) |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months | $ 181 |
2,020 | 104 |
2,021 | |
2,022 | 0 |
Total | 285 |
SARs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months | 261 |
2,020 | 96 |
2,021 | 96 |
2,022 | 13 |
Total | $ 466 |
Deferred Compensation Awards Sc
Deferred Compensation Awards Schedule of share-based compensation stock-option activity (Details) - USD ($) | May 20, 2016 | Aug. 31, 2017 | May 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 9.02 | $ 8.69 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 558,890 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (179,000) | (50,000) | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 7.54 | $ 7.50 | ||||
Options forfeited | (62,000) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 9.40 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 498,000 | 740,000 | 325,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 196,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 8.43 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 5 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 335,390 | |||||
Twenty Sixteen Stock Option Grant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 325,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.50 | $ 7.50 | $ 7.50 | |||
Twenty Seventeen Stock Option Grant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 465,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 9.40 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Cash paid for interest | $ 5,221,000 | $ 5,224,000 | $ 5,969,000 |
Cash paid for bond prepayment fee | 0 | 0 | 3,201,000 |
Cash paid for taxes | 129,000 | 120,000 | 184,000 |
Capital expenditures included in accounts payable and accrued liabilities | 834,000 | 1,090,000 | 2,909,000 |
Equity method investment gain on recapitalization of FATHOM™ | 0 | 243,000 | 0 |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 0 | 0 | 103,000 |
Reclassification of deferred IPO costs to equity | 0 | 0 | 97,000 |
GWR Global Water Resources Corp | |||
Business Acquisition [Line Items] | |||
Cash paid for GWRC tax liability | $ 0 | $ 125,000 | $ 0 |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Details) - USD ($) | Sep. 01, 2018 | Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2016 |
Loss Contingencies [Line Items] | ||||||
Operating leases rent expense | $ 98,000 | $ 92,000 | ||||
Office Space | ||||||
Loss Contingencies [Line Items] | ||||||
Operating leases term of lease agreement | 3 years | |||||
Operating leases monthly rental expense related to new agreement | $ 15,000 | $ 8,000 | ||||
Operating leases rent expense | $ 126,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2004 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenues | $ 8,253,000 | $ 8,999,000 | $ 10,838,000 | $ 7,425,000 | $ 7,800,000 | $ 8,472,000 | $ 8,145,000 | $ 6,791,000 | $ 35,515,000 | $ 31,208,000 | $ 29,799,000 | $ 4,900,000 |
Operating income | 1,745,000 | 2,056,000 | 4,104,000 | 1,364,000 | 1,721,000 | 2,810,000 | 1,712,000 | 1,101,000 | 9,269,000 | 7,344,000 | 5,812,000 | |
Net income | $ (106,000) | $ 633,000 | $ 2,256,000 | $ 320,000 | $ 2,734,000 | $ 1,203,000 | $ 425,000 | $ 189,000 | $ 3,103,000 | $ 4,551,000 | $ (2,512,000) | |
Basic earnings per common share (in dollars per share) | $ 0 | $ 0.03 | $ 0.11 | $ 0.02 | $ 0.14 | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.23 | $ (0.13) | |
Diluted earnings per common share (in dollars per share) | $ 0 | $ 0.03 | $ 0.11 | $ 0.02 | $ 0.14 | $ 0.06 | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.23 | $ (0.13) |
Subsequent Event - Additional
Subsequent Event - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 08, 2018$ / shares | Nov. 07, 2018$ / shares | Oct. 17, 2018USD ($)mi²active_water_connection | Oct. 16, 2018mi²service_connection | Dec. 31, 2018mi²$ / shares | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares |
Subsequent Event [Line Items] | |||||||
Area Of Certificated Service Areas | mi² | 352 | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.28 | $ 0.28 | $ 0.26 | ||||
Red Rock Utilities [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business Combination, Consideration Transferred | $ | $ 6,100 | ||||||
Active water connections | 1,650 | 1,650 | |||||
Area Of Certificated Service Areas | mi² | 9 | 9 | |||||
Monthly Dividends Declared [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.023861 | $ 0.023625 | |||||
Annual Dividends Declared [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.286332 | $ 0.283500 |