United States securities and exchange commission logo
September 20, 2021
Eva G. Tang
Chief Financial Officer
American States Water Company
630 E. Foothill Blvd.
San Dimas, CA 91773-1212
Re: American States
Water Company
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed February 22,
2021
File No. 001-14431
Dear Ms. Tang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Management's Discussion and Analysis, page 27
1. We note that you
identify water and electric gross margins as non-GAAP financial
measures on page 27 and
indicate that you have provided reconciliations to the most
directly comparable
GAAP measures, with an apparent reference to the tabulation on page
33. However, the
tabulation appears only to present compilations, deducting your supply
costs from revenues,
with no reconciliation to a comparable GAAP measure.
We believe that you
should present gross margin in accordance with GAAP, as defined in
the FASB Master
Glossary, as the most directly comparable GAAP measure, and provide
reconciliations from
these measure to your non-GAAP measures to comply with Item
10(e)(1)(i)(B) of
Regulation S-K. Please also modify the labeling of your non-GAAP
measures as necessary
to adhere to Item 10(e)(1)(ii)(E) of Regulation S-K.
Eva G. Tang
American States Water Company
September 20, 2021
Page 2
2. We note that you identify business segment earnings per share as a
non-GAAP financial
measure that is equal to segment earnings divided by the weighted
average number of
diluted common shares, with one exception for the 2019 Electric
segment measure.
Please expand your disclosure in MD&A to include a tabulation of
segment earnings
utilized in your computations, and reconciliations from the measures
of operating income
or loss reported for the segments in Note 17 to your financial
statements.
3. We note that you report activity using non-GAAP measures in earnings
releases furnished
on Form 8-K. There are instances where you quantify a change without
also disclosing the
result, and where you do not identify or present with equal prominence
the most directly
comparable GAAP measures, or provide the required reconciliations.
Please adhere to 244.100(a) of Regulation G whenever you publicly
disclose material
information that includes non-GAAP financial measures. Please also
refer to the guidance
on content in 244.100(b) and the guidance on presenting GAAP
measures with equal or
greater prominence in the Answer to Question 102.10 of our Compliance
and Disclosure
Interpretations on Non-GAAP Financial Measures.
If you compare a non-GAAP result for the period to a prior period by
quantifying the
change, we believe that you should also quantify the result for the
period and provide the
corresponding GAAP information for adequate context.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or
Karl Hiller,
Branch Chief at (202) 551-3686 if you have any questions.
FirstName LastNameEva G. Tang Sincerely,
Comapany NameAmerican States Water Company
Division of
Corporation Finance
September 20, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName