UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________ 
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018March 31, 2019
Commission file number 1-8966
SJW Group
(Exact name of registrant as specified in its charter)
 
Delaware 77-0066628
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
110 West Taylor Street, San Jose, CA 95110
(Address of principal executive offices) (Zip Code)
408-279-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x  No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one)
 
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o
 
Smaller reporting company  o
    
Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No  x
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of OctoberApril 22, 2018,2019, there were 20,631,17128,434,560 shares of the registrant’s Common Stock outstanding.
 


PART I. FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS

SJW Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share data)
 
Three months ended September 30, Nine months ended September 30,Three months ended March 31,
2018 2017 2018 20172019 2018
REVENUE$124,853
 124,578
 $298,981
 295,696
$77,682
 75,042
OPERATING EXPENSE:          
Production Expenses:          
Purchased water33,545
 30,833
 72,673
 66,938
13,662
 15,416
Power1,882
 2,500
 4,774
 5,491
1,160
 1,268
Groundwater extraction charges14,890
 15,756
 34,341
 34,098
6,863
 9,532
Other production expenses4,836
 4,216
 13,674
 12,067
5,099
 4,212
Total production expenses55,153
 53,305
 125,462
 118,594
26,784
 30,428
Administrative and general12,752
 11,949
 36,278
 34,909
12,291
 11,568
Maintenance4,980
 4,607
 14,036
 12,991
4,325
 4,460
Property taxes and other non-income taxes4,016
 3,454
 11,332
 10,260
4,128
 3,866
Depreciation and amortization13,682
 12,065
 40,921
 36,217
15,145
 13,583
Merger related expenses8,442
 
 14,994
 
2,601
 3,806
Total operating expense99,025
 85,380
 243,023
 212,971
65,274
 67,711
OPERATING INCOME25,828
 39,198
 55,958
 82,725
12,408
 7,331
OTHER (EXPENSE) INCOME:          
Interest on long-term debt and other interest expense(6,077) (5,541) (18,213) (17,354)(5,791) (6,052)
Pension non-service cost(589) (953) (1,767) (2,860)(921) (583)
Unrealized loss on California Water Service Group stock
 
 (527) 

 (667)
Gain on sale of California Water Service Group stock191
 
 104
 
Gain on sale of real estate investments
 
 
 6,903
Interest income on money market fund1,832
 
Other, net538
 359
 1,980
 1,436
390
 676
Income before income taxes19,891
 33,063
 37,535
 70,850
7,918
 705
Provision for income taxes4,103
 13,523
 7,591
 27,055
2,045
 (580)
NET INCOME BEFORE NONCONTROLLING INTEREST15,788
 19,540
 29,944
 43,795
Less net income attributable to the noncontrolling interest
 
 
 1,896
SJW GROUP NET INCOME15,788
 19,540
 29,944
 41,899
Other comprehensive income, net of tax:       
Unrealized gain on investment
 80
 
 252
SJW GROUP COMPREHENSIVE INCOME$15,788
 19,620
 $29,944
 42,151
SJW GROUP EARNINGS PER SHARE       
NET INCOME5,873
 1,285
COMPREHENSIVE INCOME$5,873
 1,285
EARNINGS PER SHARE   
Basic$0.77
 0.95
 $1.45
 2.04
$0.21
 0.06
Diluted$0.76
 0.94
 $1.45
 2.03
$0.21
 0.06
DIVIDENDS PER SHARE$0.28
 0.22
 $0.84
 0.65
$0.30
 0.28
WEIGHTED AVERAGE SHARES OUTSTANDING          
Basic20,626,654
 20,516,172
 20,593,570
 20,502,274
28,423,214
 20,561,329
Diluted20,732,040
 20,697,097
 20,721,970
 20,675,479
28,507,738
 20,701,031






See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
September 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
ASSETS      
Utility plant:      
Land$18,300
 17,831
$18,296
 18,296
Depreciable plant and equipment1,783,654
 1,714,228
1,848,768
 1,833,051
Construction in progress79,475
 45,851
80,262
 68,765
Intangible assets15,748
 14,413
15,799
 15,799
1,897,177
 1,792,323
1,963,125
 1,935,911
Less accumulated depreciation and amortization593,916
 553,059
620,288
 607,090
1,303,261
 1,239,264
1,342,837
 1,328,821
Real estate investments56,336
 56,213
56,336
 56,336
Less accumulated depreciation and amortization12,029
 11,132
12,626
 12,327
44,307
 45,081
43,710
 44,009
CURRENT ASSETS:      
Cash and cash equivalents13,327
 7,799
Cash and cash equivalents:   
Cash7,663
 8,722
Money market fund412,000
 412,000
Accounts receivable:      
Customers, net of allowances for uncollectible accounts22,595
 17,305
17,894
 19,154
Income tax
 7,981

 1,888
Other826
 1,118
2,040
 1,203
Accrued unbilled utility revenue38,097
 27,905
22,304
 27,974
Current regulatory assets, net21,625
 26,910
Other current assets5,522
 4,750
4,930
 4,871
80,367
 66,858
488,456
 502,722
OTHER ASSETS:      
Investment in California Water Service Group
 4,535
Net regulatory assets, less current portion104,670
 99,554
79,185
 76,715
Other4,263
 2,709
4,619
 4,122
108,933
 106,798
83,804
 80,837
$1,536,868
 1,458,001
$1,958,807
 1,956,389










See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
September 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
CAPITALIZATION AND LIABILITIES      
CAPITALIZATION:      
Stockholders’ equity:      
Common stock, $0.001 par value; authorized 36,000,000 shares; issued and outstanding shares 20,631,171 on September 30, 2018 and 20,520,856 on December 31, 2017$21
 21
Common stock, $0.001 par value; authorized 36,000,000 shares; issued and outstanding shares 28,434,560 on March 31, 2019 and 28,404,316 on December 31, 2018$28
 28
Additional paid-in capital84,045
 84,866
496,921
 495,366
Retained earnings390,891
 376,119
391,344
 393,918
Accumulated other comprehensive income
 2,203
Total stockholders’ equity474,957
 463,209
888,293
 889,312
Long-term debt, less current portion431,341
 431,092
510,903
 431,424
906,298
 894,301
1,399,196
 1,320,736
CURRENT LIABILITIES:      
Line of credit76,000
 25,000
32,000
 100,000
Accrued groundwater extraction charges, purchased water and power22,856
 14,382
6,971
 13,694
Accounts payable26,956
 22,960
22,819
 24,937
Accrued interest7,402
 6,869
7,380
 7,132
Accrued property taxes and other non-income taxes4,056
 1,904
3,179
 1,926
Accrued payroll4,568
 6,011
3,652
 7,181
Income tax payable1,340
 
1,476
 
Other current liabilities8,502
 7,926
9,211
 9,115
151,680
 85,052
86,688
 163,985
DEFERRED INCOME TAXES80,901
 85,795
78,426
 79,651
ADVANCES FOR CONSTRUCTION80,124
 83,695
83,686
 80,610
CONTRIBUTIONS IN AID OF CONSTRUCTION167,769
 160,830
167,668
 168,243
POSTRETIREMENT BENEFIT PLANS75,877
 72,841
72,213
 70,490
REGULATORY LIABILITY60,650
 62,476
58,793
 59,149
OTHER NONCURRENT LIABILITIES13,569
 13,011
12,137
 13,525
COMMITMENTS AND CONTINGENCIES
 

 
$1,536,868
 1,458,001
$1,958,807
 1,956,389











See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share and per share data)
 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Total
Stockholders’
Equity
Number of
Shares
 Amount 
Balances, December 31, 201828,404,316
 $28
 $495,366
 $393,918
 $
 $889,312
Net income
 
 
 5,873
 
 5,873
Cumulative effect of change in accounting principle, net of tax effect of $33
 
 
 97
 
 97
Share-based compensation
 
 886
 (16) 
 870
Issuance of restricted and deferred stock units14,312
 
 (132) 
 
 (132)
Employee stock purchase plan15,932
 
 811
 
 
 811
Common stock issuance cost
 
 (10) 
 
 (10)
Dividends paid ($0.30 per share)
 
 
 (8,528) 
 (8,528)
Balances, March 31, 201928,434,560
 $28
 $496,921
 $391,344
 $
 $888,293

 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 Total
Stockholders’
Equity
Number of
Shares
 Amount 
Balances, December 31, 201720,520,856
 $21
 $84,866
 $376,119
 $2,203
 $463,209
Net income
 
 
 1,285
 
 1,285
Cumulative effect of change in accounting principle, net of tax effect of $1,507
 
 
 2,203
 (2,203) 
Share-based compensation
 
 487
 (30) 
 457
Issuance of restricted and deferred stock units51,442
 
 (2,020) 
 
 (2,020)
Employee stock purchase plan12,838
 
 653
 
 
 653
Dividends paid ($0.28 per share)
 
 
 (5,754) 
 (5,754)
Balances, March 31, 201820,585,136
 $21
 $83,986
 $373,823
 $
 $457,830























See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW Group and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine months ended September 30,Three months ended March 31,
2018 20172019 2018
OPERATING ACTIVITIES:      
Net income before noncontrolling interest$29,944
 43,795
Adjustments to reconcile net income before noncontrolling interest to net cash provided by operating activities:   
Net income$5,873
 1,285
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization42,649
 37,877
15,803
 14,160
Deferred income taxes(5,445) 1,283
(1,014) (1,383)
Stock-based compensation1,383
 1,633
886
 487
Unrealized loss on California Water Service Group stock527
 

 667
Gain on sale of real estate investments
 (6,903)
Gain on sale of California Water Service Group stock(104) 

 87
Changes in operating assets and liabilities:      
Accounts receivable and accrued unbilled utility revenue(15,190) (18,335)6,093
 4,530
Accounts payable and other current liabilities3,493
 2,215
456
 784
Accrued groundwater extraction charges, purchased water and power8,474
 10,850
(6,723) (2,690)
Tax payable and receivable, and other accrued taxes12,482
 14,228
4,851
 2,465
Postretirement benefits3,036
 3,355
1,723
 1,894
Regulatory assets and liability related to balancing and memorandum accounts(4,822) (503)2,937
 2,350
Other changes, net(2,716) (1,528)(5,692) (2,054)
NET CASH PROVIDED BY OPERATING ACTIVITIES73,711
 87,967
25,193
 22,582
INVESTING ACTIVITIES:      
Additions to utility plant:      
Company-funded(97,753) (103,417)(29,575) (28,961)
Contributions in aid of construction(5,908) (2,631)(3,273) (1,468)
Additions to real estate investments(123) (116)
Payments to retire utility plant, net of salvage(3,789) (2,323)(1,525) (1,134)
Proceeds from sale of real estate investments
 11,180
Proceeds from non-refundable deposit
 3,000
Proceeds from sale of California Water Service Group stock4,112
 
Payments for business/asset acquisition(2,496) (1,149)
NET CASH USED IN INVESTING ACTIVITIES(105,957) (95,456)(34,373) (31,563)
FINANCING ACTIVITIES:      
Borrowings on line of credit52,000
 28,500
38,000
 14,000
Repayments of line of credit(1,000) (29,700)(106,000) 
Repayments of long-term borrowings
 (2,717)
Payment to noncontrolling interest
 (1,896)
Long-term borrowings80,000
 
Debt issuance costs(222) 
Dividends paid(17,297) (13,380)(8,529) (5,754)
Receipts of advances and contributions in aid of construction8,968
 10,486
4,835
 2,148
Refunds of advances for construction(2,075) (1,982)(555) (537)
Other changes, net(2,822) 397
592
 (1,721)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES37,774
 (10,292)
NET CASH PROVIDED BY FINANCING ACTIVITIES8,121
 8,136
NET CHANGE IN CASH AND CASH EQUIVALENTS5,528
 (17,781)(1,059) (845)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD7,799
 25,350
420,722
 7,799
CASH AND CASH EQUIVALENTS, END OF PERIOD$13,327
 7,569
$419,663
 6,954
Cash paid during the period for:      
Interest$19,705
 18,383
$6,304
 6,042
Income taxes5,145
 14,552

 85
Supplemental disclosure of non-cash activities:      
Change in accrued payables for construction costs capitalized1,221
 11,241
(2,884) (790)
Utility property installed by developers567
 874
(168) 590










See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2018MARCH 31, 2019
(in thousands, except share and per share data)

Note 1.General
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.
The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Group’s 20172018 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting StandardStandards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.2016-02, “Leases (Topic 842),The core principle ofas amended, which supersedes the guidance is that an entity shouldlease requirements in “Leases (Topic 840).” This ASU generally requires lessees to recognize revenueoperating and financing lease liabilities and corresponding right-of-use assets on the Consolidated Balance Sheets and to depictprovide enhanced disclosures surrounding the transfer of promised goods or services to customers in an amount, that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard replaced most existing revenue recognition guidance in generally accepted accounting principles. The updated guidance also requires additional disclosures regarding the nature, timing and uncertainty of cash flows arising from leasing arrangements. ASU 2016-02 also makes some changes to lessor accounting and aligns with the new revenue transactions.recognition guidance. SJW Group adopted the new revenue standard oneffective January 1, 2018, using the2019, on a modified retrospective method,basis and determined that no adjustment todid not restate comparative periods. SJW Group also elected the opening balancepackage of retained earnings was necessary for contracts with remaining obligations as ofpractical expedients permitted under the effective date.transition guidance and combined lease and non-lease components. In addition, SJW Group appliedkept leases with an initial term of 12 months or less off the “right to invoice” practical expedient.Consolidated Balance Sheets and recognized the associated lease payments in the Consolidated Statements of Comprehensive Income on a straight-line basis over the lease term. The adoption of the newthis standard requires certain changes to the recognition of balancing and memorandum account revenue and related costs (See Note 9, “Balancing and Memorandum Accounts”). However, the changes did not have a material impact on our consolidated results of operations, financial position, or cash flows. Concurrently, the company implemented ASU 2017-10, “Identifying the Customer in a Service Concession Arrangement.” Upon adoption of ASU 2017-10, the service concession fee paid to the City of Cupertino was determined to be an up-front payment and accordingly will be amortized as a reduction to future revenue as opposed to amortized as an expense on SJW Group’s Consolidated Statements of Comprehensive Income.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall” which changes the recognition of changes in fair value ofconsolidated financial liabilities when the fair value option is elected. In addition, the standard requires equity investments to be measured at fair value with changes in fair value recognized in net income instead of through other comprehensive income. The updated guidance affects the accounting for the company’s equity investment in California Water Service Group stock classified as an available-for-sale security (see Note 7 and Note 11 of “Notes to Unaudited Consolidated Financial Statements”). The new standard became effective for SJW Group beginning in the first quarter of the fiscal year ending December 31, 2018. Prior to adoption of ASU 2016-01, SJW Group recognized changes in fair value of its equity investment in California Water Service Group stock through other comprehensive income or loss on the statement of comprehensive income. Upon adoption on January 1, 2018, SJW Group began recording the change in fair value of its equity investment in other income and expense. In addition, the ASU stated that entities should apply the new standard by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. As such, SJW Group recorded a cumulative-effect adjustment of $2,203 to beginning retained earnings to eliminate the cumulative change in fair value of its equity investment, net of tax from accumulated other comprehensive income.
In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” which modifies existing guidance and is intended to reduce diversity in practice with respect to accounting for the income tax consequences of intra-entity transfers of assets. The ASU requires that the current and deferred income tax consequences of intra-entity transfers of assets be immediately recognized. Prior guidance allowed the entities to defer the consolidated tax consequences of an intercompany transfer of an asset other than inventory to a future period and amortize those tax consequences over time. SJW Group adopted ASU 2016-16 effective January 1, 2018. Upon adoption of ASU 2016-16, SJW Group did not record a unamortized tax expense. As a result, the company did not record a cumulative catch-up adjustments upon adoption of this ASU.
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs,” which requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The standard provides that only the service cost component of net periodic pension costs is eligible for asset capitalization. Companies should present the other components of net periodic benefit costs separately from the line items that include the

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


service cost and outside of any subtotal of operating income, if one is presented. ASU 2017-07 requires retrospective presentation in the income statement of the service cost component and the other components of net periodic cost and net periodic postretirement benefit cost and prospective presentation from date of adoption for the capitalization in assets of only the service cost component of net periodic cost and net periodic postretirement benefit cost. SJW Group adopted ASU 2017-07 effective January 1, 2018. As such, the consolidated statements of comprehensive income for the periods presented have been reclassified to reflect the retrospective changes. See Note 4 of “Defined Benefit Plan” for further discussion.statements.
Revenue
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.
On January 1, 2018, SJW Group adoptedrecognizes revenue in accordance to FASB Accounting Standards Codification (“ASC”) Topic 606 - “Revenue from Contracts with Customers.” In accordance with Topic 606, management has determined that the company has principally four categories of revenues. The first category, revenue from contracts with customers, represents metered revenue of Water Utility Services which includes billings to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period. SJW Group satisfies its performance obligation upon delivery of water to the customer at which time the customer consumes the benefits provided by the company. The customer is typically billed on a monthly or bi-monthly basis after water delivery has occurred. The customer is charged both a service charge which is based upon meter size and covers a portion of the fixed costs of furnishing water to the customer and a consumption charge based on actual water usage. Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates. As the company has the right to bill for services that it has provided, SJW Group estimates the dollar value of deliveries during the unbilled period and recognizes the associated revenue. Actual results could differ from those estimates, which may result in an adjustment to revenue when billed in a subsequent period. The second category, rental income, represents lease rental income from SJW Land Company tenants. The tenants pay monthly in accordance with lease agreements and SJW Group recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from SJW Group’s underlying asset. The third and fourth revenue categories are other balancing and memorandum accounts and alternative revenue programs. Both are scoped out of Topic 606 and are accounted for under FASB ASC Topic 980 - “Regulated Operations.” Balancing and memorandum accounts are recognized by San Jose Water Company, a wholly-owned subsidiary of SJW Group, when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In addition, in the case of special revenue programs such as the Water Conservation Memorandum Account (“WCMA”), San Jose Water Company follows the requirements of ASC Topic 980-605-25, “Alternative Revenue Programs” in determining revenue recognition, including the requirement that such revenues will be collected within 24 months of the year-end in which the revenue is recorded. A reserve is recorded for

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


amounts SJW Group estimates will not be collected within the 24-month period. This reserve is based on an estimate of actual usage over the recovery period, offset by applicable drought surcharges. In assessing the probability criteria for balancing and memorandum accounts between general rate cases, San Jose Water Company considers evidence that may exist prior to California Public Utilities Commission (“CPUC”) authorization that would satisfy ASC Topic 980 subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support, the balances are recorded in SJW Group’s consolidated financial statements.
From 2014 to 2016, California was in a severe drought. In response to the drought, the State Water Resources Control Board (the “State Water Board”) imposed mandatory water use restrictions and conservation targets. The Santa Clara Valley Water District (“SCVWD”), San Jose Water Company’s principal water supplier, also mandated water use restrictions along with conservation targets at levels higher than the State Water Board. While the Governor of California declared the drought over on April 7, 2017, the State Water Board made certain water use restrictions permanent whilepermanent. Further, SCVWD has maintained a conservation target atof 20%.
On May 31, In 2018, Governor Edmund G. Brown signed into law Assembly Bill 1668 and Senate Bill 606. Both bills set an initial limit for indoor water use of 55 gallons per person per day by 2022 and reduced the limit further to 50 gallons per person per day by 2030.  Implementation details remain to be developed as to how local water providers will meet this mandate as well as to how the CPUC will direct its regulated utilities to comply.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


To encourage conservation, San Jose Water Company received approval from the CPUC to implement a Mandatory Conservation Revenue Adjustment Memorandum Account in 2014. This account was subsequently replaced with a WCMA. The WCMA allows San Jose Water Company to track lost revenue, net of related water costs, associated with reduced sales due to water conservation and associated calls for water use reductions. San Jose Water Company records the lost revenue captured in the WCMA regulatory accounts once the revenue recognition requirements of FASB ASC Topic 980 - “Regulated Operations,” subtopic 605-25 are met. For further discussion, please see Note 8 and Note 9.
The major streams of revenue for SJW Group are as follows:
 Three months ended September 30, Nine months ended September 30,
 2018 2017 2018 2017
Revenue from contracts with customers$120,007
 125,722
 $294,319
 290,146
Alternative revenue programs, net - WCMA4,193
 1,333
 7,794
 11,248
Other balancing and memorandum accounts revenue, net *(788) (3,868) (7,235) (9,979)
Rental income1,441
 1,391
 4,103
 4,281
 $124,853
 124,578
 $298,981
 295,696
*    The balances for three and nine months ended September 30, 2018, exclude $2,527 and $3,556, respectively, of amounts related to cost-recovery balancing accounts which upon adoption of Topic 606 are recorded as capitalized costs rather than revenue until recovery is approved by the CPUC. Prior to adoption of Topic 606, these amounts were recorded as revenue. For further discussion, please see Note 9.
Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”) was signed into law. Among other things, the Tax Act permanently lowers the corporate statutory tax rate to 21% from the previous maximum rate of 35%, effective for tax years including or commencing January 1, 2018. See Note 8 and Note 9, for discussion on the effect of the Tax Act on SJW Group’s regulatory activities.
 Three months ended March 31,
 2019 2018
Revenue from contracts with customers$78,926
 75,869
Alternative revenue programs, net - WCMA(1,979) (332)
Other balancing and memorandum accounts revenue, net(631) (1,836)
Rental income1,366
 1,341
 $77,682
 75,042
Earnings per Share
Basic earnings per share is calculated using income available to common stockholders, divided by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated using income available to common stockholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with deferred restricted common stock awards under SJW Group’s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issuable under the Employee Stock Purchase Plan (“ESPP”). For the three months ended September 30,March 31, 2019, and 2018, 7,417 and 2017, 306 and 683 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively. For the nine months ended September 30, 2018, and 2017, 3,562 and 3,6701,162 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively.
Utility Plant Depreciation
A portion of depreciation expense is allocated to administrative and general expense. For the three months ended September 30,March 31, 2019, and 2018, and 2017, the amounts allocated to administrative and general expense were $575$657 and $551, respectively. For the nine months ended September 30, 2018, and 2017, the amounts allocated to administrative and general expense were $1,728 and $1,660,$577, respectively.

Note 2.Equity Plans
SJW Group accounts for stock-based compensation based on the grant date fair value of awards issued to employees in accordance with FASB ASC Topic 718 - “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on the estimated fair value forof stock-based payment awards.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


The Incentive Plan allows SJW Group to provide employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Group. The types of awards included in the Incentive Plan are restricted stock awards, restricted stock units, performance stock units,shares, or other stock-basedshare-based awards. As of September 30, 2018,March 31, 2019, 155,625 shares are issuable upon the remaining numberexercise of shares available under the Incentive Plan was 881,914, and an additional 143,581 shares were issuable

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


under outstanding restricted stock units and deferred restricted stock units.units and an additional 832,711 shares are available for award issuances under the Incentive Plan. In addition, shares are issued to employees under the company’s ESPP.
Stock compensation costs charged to income are recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments and the tax benefit realized from stock options and similar instruments exercised, that wereare recorded to additional paid-in capital and common stock, by award type, are presented below for the three and nine months ended September 30, 2018,March 31, 2019, and 2017.2018.
Three months ended September 30, Nine months ended September 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Adjustments to additional paid-in capital and common stock for:          
Compensation costs charged to income:          
ESPP$127
 114
 $242
 214
$143
 115
Restricted stock and deferred restricted stock377
 475
 1,141
 1,419
743
 372
Total compensation costs charged to income$504
 589
 $1,383
 1,633
$886
 487
Proceeds from ESPP$718
 645
 $1,371
 1,215
ESPP proceeds$811
 653
Stock, Restricted Stock and Deferred Restricted Stock
On January 2, 2018,2019, service-based restricted stock units covering an aggregate of 12,29617,451 shares of common stock of SJW Group were granted to certain officers of SJW Group and its subsidiaries. The units vest in three equal successive installments upon completion of each year of service with no dividend equivalent rights. Share-based compensation expense of $60.22$51.28 per unit which was based on the award grant date fair value is being recognized over the service period beginning in 2018.2019.
On January 30, 2018,29, 2019, certain officers of SJW Group were granted performance-based restricted stock units covering an aggregate target number of SJW Group’s shares of common stock equal to 4,0819,882 that will vest based on the actual attainment of specified performance goals measured forin two separate tranches over the 2018 calendar yearperiod from January 1, 2019, to December 31, 2019, and January 1, 2019, to December 31, 2020, each covering 50% of the target shares, and continued service through December 31, 2018.2019, and December 31, 2020, respectively. The number of shares issuable under such units, ranging between 0% to 150% of the target number of shares, is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The awards allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The awards have no market conditions and the stock-based compensation expense of $58.02$57.12 and $55.97 per unit for each of the two tranches which was based on the award grant date fair value isvalues are being recognized assuming the performance goals will be attained.
On January 30, 2018,29, 2019, certain officers of SJW Group were granted performance-based restricted stock units covering an aggregate target number of SJW Group’s shares of common stock equal to 5,2599,043 that will vest based on the actual attainment of specified performance goals forover the 2020 calendar yearperiod from January 1, 2019, to December 31, 2021 and continued service through December 31, 2020.2021. The number of shares issuable under the awards,such units, ranging between 0% to 150% of the target number of shares, is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The awards allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The awards have no market conditions and the stock-based compensation expense of $55.89$54.84 per unit which iswas based on the award grant date fair value is being recognized assuming the performance goals will be attained.
On January 30, 2018,29, 2019, performance-based restricted stock units were granted to an officercertain officers of SJW Group covering a target number of shares of SJW Group’s common stock equal to 6,3429,437 that will vest based on continued service and attainment of specified performance goals over the period from January 1, 2018,2019, to December 31, 2020.2021. The number of shares issuable under the award, ranging between 0% and 200% of the target number of shares, is based on the level of actual attainment of specified

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


performance goals. These units do not include dividend equivalent rights. The awards allow for pro-rata vesting, based on actual performance and number of months in service over the performance period, in the event an officer’s employment terminates under specific circumstances prior to the end of the performance period. The fair value of the performance-based restricted stock award was estimated utilizing the Monte Carlo valuation model, using the fair value of SJW Group’s common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. Stock-based compensation expense is being recognized at $63.85$70.47 per unit. If such goals are not met, and requisite service is not rendered, no compensation cost will be recognized and any recognized compensation cost will be reversed.
On April 25, 2018, restricted stock units covering an aggregate of 7,385 shares of common stock of SJW Group were granted to the non-employee board members of SJW Group. The units vest upon continuous board service through the day immediately preceding the date of the next annual stockholder meeting with no dividend equivalent rights. Stock-based compensation expense of $55.80 per unit, which is based on the award grant date fair value, is being recognized over the service period beginning in 2018.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


As of September 30, 2018,March 31, 2019, the total unrecognized compensation costs related to restricted and deferred restricted stock plans was $2,180.amounted to $4,306. This cost is expected to be recognized over a remaining weighted averageweighted-average period of 1.451.55 years.
Employee Stock Purchase Plan
The ESPP allows eligible employees to purchase shares of SJW Group’s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 400,000 shares of common stock werehave been reserved for issuance under the ESPP.
SJW Group’s recorded expenses were $66$76 and $198$53 for the three and nine months ended September 30,March 31, 2019, and 2018, respectively, and $60 and $177 for the three and nine months ended September 30, 2017, respectively, related to the ESPP. The total unrecognized compensation costs related to the semi-annual offering period that ends JanuaryJuly 31, 2019, for the ESPP is approximately $117.$116. This cost is expected to be recognized during the fourth quarter of 2018second and first quarterthird quarters of 2019.

Note 3.Real Estate Investments
The major components of real estate investments as of September 30, 2018,March 31, 2019, and December 31, 2017,2018, are as follows: 
September 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
Land$13,262
 13,262
$13,262
 13,262
Buildings and improvements43,074
 42,951
43,074
 43,074
Subtotal56,336
 56,213
56,336
 56,336
Less: accumulated depreciation and amortization12,029
 11,132
12,626
 12,327
Total$44,307
 45,081
$43,710
 44,009
Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, ranging from 7 to 39 years.
On April 6, 2017, 444 West Santa Clara Street, L.P. sold Substantially all of its interests in the commercial building and land the partnership owned and operated for $11,000. 444 West Santa Clara Street, L.P. recognized a pre-tax gain on sale of real estate investments of $6,323, after selling expenses of $1,157. SJW Land Company holds a 70% limited interest in 444 West Santa Clara Street, L.P. SJW Land Company and the noncontrolling interest recognized a pre-tax gain on sale of real estate investments of $4,427 and $1,896, respectively, on the transaction. In addition, SJW Land Company sold undeveloped land located in San Jose, California for $1,350 on April 6, 2017. SJW Land Company recognized a pre-tax gain on sale of real estate investments of $580 on the transaction, after selling expenses of $14.relate to assets that are currently subject to operating leases.

Note 4.Defined Benefit Plan
San Jose Water Company sponsors a noncontributory defined benefit pension plan for its eligible employees. Employees hired before March 31, 2008, are entitled to receive retirement benefits using a formula based on the employee’s three highest years of compensation (whether or not consecutive). For employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based on compensation credits and interest credits for each employee. Officers hired before March 31, 2008, are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan, and officers hired on or after March 31, 2008, are eligible to receive additional retirement benefits under the Cash Balance Executive Supplemental Retirement Plan. Both plans are non-qualified plans in which only officers and other designated members of management may participate. San Jose Water Company also provides health care and life insurance benefits for retired employees under the San Jose Water Company Social Welfare Plan.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018March 31, 2019
(in thousands, except share and per share data)


The components of net periodic benefit costs for San Jose Water Company’s pension plan, its Executive Supplemental Retirement Plan, Cash Balance Executive Supplemental Retirement Plan and Social Welfare Plan for the three and nine months ended September 30, 2018March 31, 2019, and 20172018 are as follows:
Three months ended September 30,
Nine months ended September 30,Three months ended March 31,
2018
2017
2018
20172019
2018
Service cost$1,601
 1,308
 $4,804
 3,922
$1,479
 1,596
Interest cost1,876
 1,912
 5,629
 5,735
2,112
 1,877
Other cost1,139
 1,101
 3,417
 3,304
1,118
 1,133
Expected return on assets(2,426) (2,060) (7,279) (6,179)(2,309) (2,427)
$2,190
 2,261
 $6,571
 6,782
$2,400
 2,179
Effective January 1, 2018, SJW Group adopted ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” The new standard requires retrospective presentation in the income statement of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost and prospective presentation from date of adoption for the capitalization in assets of only the service cost component of net periodic pension cost and net periodic postretirement benefit cost. As of September 30, 2017, utility plant included $420 of capitalized pension non-service cost. The components of net periodic benefit cost have been recorded in the consolidated statements of comprehensive income as follows:
 Three months ended September 30, Nine months ended September 30,
 2018 2017 2018 2017
Other production expenses$424
 342
 $1,273
 1,027
Administrative and general expense898
 733
 2,695
 2,197
Maintenance expense279
 233
 836
 698
Pension non-service costs589
 953
 1,767
 2,860
 $2,190
 2,261
 $6,571
 6,782

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


 Three months ended March 31,
 2019 2018
Other production expenses$370
 423
Administrative and general expense838
 895
Maintenance expense271
 278
Pension non-service costs921
 583
 $2,400
 2,179
The following tables summarize the fair values of plan assets by major categories as of September 30, 2018,March 31, 2019, and December 31, 2017:2018: 
   Fair Value Measurements at September 30, 2018
     
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryBenchmark Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $4,286
 $4,286
 $
 $
Actively Managed (a):         
All Cap EquityRussell 3000 Value 6,613
 6,572
 41
 
U.S. Large Cap EquityRussell 1000, Russell 1000 Growth, Russell 1000 Value 55,782
 55,782
 
 
U.S. Mid Cap EquityRussell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 9,747
 9,747
 
 
U.S. Small Cap EquityRussell 2000, Russell 2000 Growth, Russell 2000 Value 9,848
 9,848
 
 
Non-U.S. Large Cap EquityMSCI EAFE 5,881
 5,881
 
 
REITNAREIT - Equity REIT’S 6,346
 
 6,346
 
Fixed Income (b)(b) 46,528
 
 46,528
 
Total  $145,031
 $92,116
 $52,915
 $
The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities and cash to provide preservation of capital plus generation of income.
(a)Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
(b)Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
  Fair Value Measurements at December 31, 2017  Fair Value Measurements at March 31, 2019
    
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
    
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryBenchmark Total (Level 1) (Level 2) (Level 3)Benchmark Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $8,207
 $8,207
 $
 $
 $7,309
 $7,309
 $
 $
Actively Managed (a):                
All Cap EquityRussell 3000 Value 6,413
 6,376
 37
 
Russell 3000 Value 6,373
 6,331
 42
 
U.S. Large Cap EquityRussell 1000, Russell 1000 Growth, Russell 1000 Value 50,351
 50,351
 
 
Russell 1000, Russell 1000 Growth, Russell 1000 Value 54,541
 54,541
 
 
U.S. Mid Cap EquityRussell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 9,358
 9,358
 
 
Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 9,673
 9,673
 
 
U.S. Small Cap EquityRussell 2000, Russell 2000 Growth, Russell 2000 Value 8,725
 8,725
 
 
Russell 2000, Russell 2000 Growth, Russell 2000 Value 10,187
 10,187
 
 
Non-U.S. Large Cap EquityMSCI EAFE 5,973
 5,973
 
 
MSCI EAFE 5,502
 5,502
 
 
REITNAREIT - Equity REIT’S 6,143
 
 6,143
 
NAREIT - Equity REIT’S 6,885
 
 6,885
 
Fixed Income (b)(b) 44,994
 
 44,994
 
(b) 46,352
 
 46,352
 
Total $140,164
 $88,990
 $51,174
 $
 $146,822
 $93,543
 $53,279
 $
The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities and cash to provide preservation of capital plus generation of income.
(a)Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
(b)Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018March 31, 2019
(in thousands, except share and per share data)


   Fair Value Measurements at December 31, 2018
     
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset CategoryBenchmark Total (Level 1) (Level 2) (Level 3)
Cash and cash equivalents $8,136
 $8,136
 $
 $
Actively Managed (a):         
All Cap EquityRussell 3000 Value 5,670
 5,632
 38
 
U.S. Large Cap EquityRussell 1000, Russell 1000 Growth, Russell 1000 Value 47,040
 47,040
 
 
U.S. Mid Cap EquityRussell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value 8,372
 8,372
 
 
U.S. Small Cap EquityRussell 2000, Russell 2000 Growth, Russell 2000 Value 8,528
 8,528
 
 
Non-U.S. Large Cap EquityMSCI EAFE 4,969
 4,969
 
 
REITNAREIT - Equity REIT’S 5,889
 
 5,889
 
Fixed Income (b)(b) 44,855
 
 44,855
 
Total  $133,459
 $82,677
 $50,782
 $
The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities and cash to provide preservation of capital plus generation of income.
(a)Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
(b)Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
In 2018,2019, San Jose Water Company expects to make required and discretionary cash contributions of up to $7,450$8,337 to the pension plans and Social Welfare Plan. For the three and nine months ended September 30, 2018, $2,048 and $3,468, respectively,March 31, 2019, there has been contributedno contributions to such plans.

Note 5.Segment and Non-Tariffed Business Reporting
SJW Group is a holding company with four subsidiaries: (i) San Jose Water Company, a water utility which operatesoperation with both regulated and non-tariffed businesses, (ii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company (“CLWSC”), a regulated water utility located in Canyon Lake, Texas, and its consolidated non-tariffed variable interest entity, Acequia Water Supply Corporation, (iii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., which operated a commercial building rental that was sold in April 2017,rentals, and (iv) Hydro Sub, Inc., a Connecticut corporation that was formed on March 9, 2018 for the sole purpose of effecting the SJW Group and Connecticut Water Service, Inc. (“CTWS”) proposed merger (see discussion on the proposed merger at Note 12)11). In November 2017, SJW Group sold all its equity interest in its then wholly-owned subsidiary Texas Water Alliance Limited, a non-tariffed water utility operation which had acquired permits and leases necessary to develop a water supply project in Texas. In accordance with FASB ASC Topic 280 - “Segment Reporting,” SJW Group has determined that it has two reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Group’s subsidiaries, San Jose Water Company CLWSC, and Texas Water Alliance Limited (up to November 2017),CLWSC, together referred to as “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company, referred to as “Real Estate Services.”
SJW Group’s reportable segments have been determined based on information used by the chief operating decision maker. SJW Group’s chief operating decision maker includes the Chairman, President and Chief Executive Officer, and his senior staff. The senior staff reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.
The following tables set forth information relating to SJW Group’s reportable segments and distribution of regulated and non-tariffed business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Group not included in the reportable segments is included in the “All Other” category.
 For Three Months Ended September 30, 2018
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$121,009
 2,403
 1,441
 
 121,009
 3,844
 124,853
Operating expense87,230
 1,623
 934
 9,238
 87,230
 11,795
 99,025
Operating income (loss)33,779
 780
 507
 (9,238) 33,779
 (7,951) 25,828
Net income (loss) before noncontrolling interest22,333
 561
 359
 (7,465) 22,333
 (6,545) 15,788
Depreciation and amortization13,298
 85
 299
 
 13,298
 384
 13,682
Senior note and other interest expense5,534
 
 
 543
 5,534
 543
 6,077
Income tax expense (benefit) in net income5,910
 218
 113
 (2,138) 5,910
 (1,807) 4,103
Assets$1,480,726
 4,577
 47,469
 4,096
 1,480,726
 56,142
 1,536,868

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018March 31, 2019
(in thousands, except share and per share data)


For Three Months Ended September 30, 2017For Three Months Ended March 31, 2019
Water Utility Services Real Estate Services All Other* SJW GroupWater Utility Services Real Estate Services All Other* SJW Group
Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed TotalRegulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$120,727
 2,460
 1,391
 
 120,727
 3,851
 124,578
$75,147
 1,169
 1,366
 
 75,147
 2,535
 77,682
Operating expense82,135
 1,511
 875
 859
 82,135
 3,245
 85,380
60,585
 841
 891
 2,957
 60,585
 4,689
 65,274
Operating income (loss)38,592
 949
 516
 (859) 38,592
 606
 39,198
14,562
 328
 475
 (2,957) 14,562
 (2,154) 12,408
Net income (loss) before noncontrolling interest19,866
 473
 305
 (1,104) 19,866
 (326) 19,540
Net income (loss)6,100
 236
 318
 (781) 6,100
 (227) 5,873
Depreciation and amortization11,623
 143
 299
 
 11,623
 442
 12,065
14,749
 97
 299
 
 14,749
 396
 15,145
Senior note, mortgage and other interest expense4,999
 
 (2) 544
 4,999
 542
 5,541
Senior note and other interest expense5,220
 
 
 571
 5,220
 571
 5,791
Income tax expense (benefit) in net income13,242
 340
 178
 (237) 13,242
 281
 13,523
2,076
 92
 130
 (253) 2,076
 (31) 2,045
Assets$1,438,433
 20,239
 48,917
 3,981
 1,438,433
 73,137
 1,511,570
$1,492,643
 5,825
 46,862
 413,477
 1,492,643
 466,164
 1,958,807
 For Nine Months Ended September 30, 2018
 Water Utility Services Real Estate Services All Other* SJW Group
 Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$289,160
 5,718
 4,103
 
 289,160
 9,821
 298,981
Operating expense219,573
 3,789
 2,674
 16,987
 219,573
 23,450
 243,023
Operating income (loss)69,587
 1,929
 1,429
 (16,987) 69,587
 (13,629) 55,958
Net income (loss)42,150
 1,389
 1,011
 (14,606) 42,150
 (12,206) 29,944
Depreciation and amortization39,771
 253
 897
 
 39,771
 1,150
 40,921
Senior note and other interest expense16,582
 
 
 1,631
 16,582
 1,631
 18,213
Income tax expense (benefit) in net income11,052
 540
 299
 (4,300) 11,052
 (3,461) 7,591
Assets$1,480,726
 4,577
 47,469
 4,096
 1,480,726
 56,142
 1,536,868
For Nine Months Ended September 30, 2017For Three Months Ended March 31, 2018
Water Utility Services Real Estate Services All Other* SJW GroupWater Utility Services Real Estate Services All Other* SJW Group
Regulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed TotalRegulated Non-tariffed Non-tariffed Non-tariffed Regulated Non-tariffed Total
Operating revenue$285,781
 5,634
 4,281
 
 285,781
 9,915
 295,696
$72,353
 1,348
 1,341
 
 72,353
 2,689
 75,042
Operating expense204,166
 3,565
 2,765
 2,475
 204,166
 8,805
 212,971
61,701
 888
 849
 4,273
 61,701
 6,010
 67,711
Operating income (loss)81,615
 2,069
 1,516
 (2,475) 81,615
 1,110
 82,725
10,652
 460
 492
 (4,273) 10,652
 (3,321) 7,331
Net income (loss)39,895
 965
 5,986
 (3,051) 39,895
 3,900
 43,795
4,795
 331
 356
 (4,197) 4,795
 (3,510) 1,285
Depreciation and amortization34,875
 421
 921
 
 34,875
 1,342
 36,217
13,201
 83
 299
 
 13,201
 382
 13,583
Senior note, mortgage and other interest expense15,639
 
 60
 1,655
 15,639
 1,715
 17,354
Senior note and other interest expense5,508
 
 
 544
 5,508
 544
 6,052
Income tax expense (benefit) in net income24,943
 713
 2,294
 (895) 24,943
 2,112
 27,055
492
 129
 94
 (1,295) 492
 (1,072) (580)
Assets$1,438,433
 20,239
 48,917
 3,981
 1,438,433
 73,137
 1,511,570
$1,413,300
 3,690
 47,380
 (496) 1,413,300
 50,574
 1,463,874
 *    The “All Other” category includes the accounts of SJW Group and Hydro Sub, Inc. on a stand-alone basis. For the ninethree months ended September 30,March 31, 2019, and 2018, Hydro Sub, Inc. had no recorded revenue or expenses and as of September 30,March 31, 2019, and 2018, held no assets and hadhas incurred no liabilities. For the nine months ended September 30, 2017, the “All Other” category includes the accounts of SJW Group on a stand-alone basis.


SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


Note 6.Long-Term Liabilities and Bank Borrowings
SJW Group’s contractual obligations and commitments include senior notes, mortgages, and other obligations. San Jose Water Company, a subsidiary of SJW Group, has received advance deposit payments from its customers on certain construction projects. Refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.
On March 28, 2019, San Jose Water Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain affiliates of MetLife, Inc., Brighthouse Financial, Inc. and New York Life Insurance (collectively the “Purchasers”), pursuant to which the company sold an aggregate principal amount of $80,000 of its 4.29% Senior Notes, Series M (the “Notes”) to the Purchasers. The Notes are unsecured obligations of San Jose Water Company, due on April 1, 2049. Interest is payable semi-annually in arrears on April 1st and October 1st of each year. The Note Purchase Agreement contains customary affirmative and negative covenants for as long as the Notes are outstanding. The Notes are also subject to customary events of default, the occurrence of which may result in all of the Notes then outstanding becoming immediately due and payable. The closing occurred simultaneously with the signing of the Note Purchase Agreement.

Note 7.Fair Value Measurement
The following instruments are not measured at fair value on SJW Group’s condensed consolidated balance sheets as of September 30, 2018March 31, 2019, but require disclosure of their fair values: cash and cash equivalents, a money market fund, accounts receivable and accounts payable. The estimated fair value of such instruments as of September 30, 2018March 31, 2019, approximates their carrying value as reported on the condensed consolidated balance sheets. The fair value of such financial instruments iswas determined using the income approach based on the present value of estimated future cash flows. There have been no changes in valuation techniques during the three and nine months ended September 30, 2018March 31, 2019. The fair value of these instruments would be categorized as Level 2 in the fair

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1. The fair value of pension plan assets is discussed in Note 4.
The fair value of SJW Group’s long-term debt was approximately $485,344$590,450 and $537,840$490,148 as of September 30, 2018,March 31, 2019, and December 31, 2017,2018, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company. The book value of the long-term debt was $431,341$510,903 and $431,092$431,424 as of September 30, 2018,March 31, 2019, and December 31, 2017,2018, respectively. The fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy.
Financial instruments that are potentially subject to concentration of credit risk consist primarily of a short-term money market fund. The money market fund is managed by a reputable financial institution.
As of September 30, 2018,March 31, 2019, and December 31, 2017,2018, the fair value of the company’s investmentcompany no longer held any investments in California Water Service Group was $0 and $4,535, respectively, andwhich was categorized as Level 1 of the fair value hierarchy. For the three and nine months ended September 30,March 31, 2018, SJW Group recognized an unrealized gain of $0 and an unrealized loss of $527, respectively,$667 due to the change in fair value of the company’s investment in California Water Service Group. During the third quarter ofended March 31, 2018, SJW Group sold all17,660 shares of the company’s remaining investment in California Water Service Group which is discussed in Note 11.for $714, before fees of $2. SJW Group recognized a loss on the sale of the stock of approximately $87 and tax benefit of approximately $24, for a net loss of $63.
 
Note 8.Regulatory Rate Filings
California Regulatory Affairs
On January 4, 2018, San Jose Water Company filed General Rate Case Application No. 18-01-004 (“GRC”) with the CPUC requesting authority for an increase of revenue of $34,288, or 9.76%, in 2019, $14,232, or 3.70%, in 2020 and $20,582, or 5.17%, in 2021. Among other things, the application also includesincluded requests to recover $20,725 from balancing and memorandum accounts, the establishment of a Water Revenue Adjustment Mechanism and Sales Reconciliation Mechanism (“WRAM/SRM”), and a shift to greater revenue collection in the service charge. On June 28, 2018, the CPUC issued an order in the case identifying the issues to be considered, including whether the proposed merger between SJW Group and Connecticut Water Service, Inc. will have any ratemaking impact on the customers of San Jose Water Company (see discussion on the proposed merger at Note 12). This consideration was subsequently removed from the GRC to be considered in an Order Instituting Investigation (“OII”) on the proposed merger issued on July 20, 2018, see below for further discussion. On August 10, 2018, San Jose Water Company and the Office of Ratepayer Advocates filed a joint motion for partial settlement (“Settlement”) of the GRC with the CPUC, resolving all issues in the GRC with the exception of authorization of a WRAM/SRM and the recovery of the balance in the Hydro Generation Research, Development and Demonstration Memorandum Account, such issues being subsequently contested in legal briefs. On October 16, 2018, the CPUC issued a Proposed Decision adopting the Settlement in part, without any impact on the proposed revenue requirement outlined in the Settlement, and delaying ruling on the contested issues in order to allow the Settlement rates to become effective January 1, 2019. Comments on the Proposed Decision are due on November 5, 2018. New rates resulting from the GRC, if approved, are expected to become effective January 1, 2019.
The CPUC directed its Class A water utilities, including San Jose Water Company, to reflect the changes to the Internal Revenue Code resulting from the passage of the Tax Act in customer rates. On May 8,December 4, 2018, the CPUC directed San Jose Water Company to file an advice letter to implement a change in waterissued Decision 18-11-025 authorizing new rates to reflect the lower income tax rate provided by the Tax Act, effective July 1, 2018. On May 23, 2018,for 2019. Accordingly, San Jose Water Company filed Advice Letter No. 522 in compliance with

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


the CPUC’s directive. On June528/528A on December 7, 2018, San Jose Water Company filed Advice Letter No. 522A amending the rate changerequesting authorization to reflect a reduction inincrease revenue requirement for 2018 of $14,801by $16,378 or 3.89%, with no impact on after tax income. This request became effective July 1, 2018.
On June 13, 2018, San Jose Water Company filed Advice Letter No. 523 with the CPUC requesting authorization4.55% in 2019 and to implement surcharges to offset the increases to purchased potable water charges, the ground water extraction fee,recover $27,045 of under-collections from memorandum and purchased recycled water charges implemented by the Santa Clara Valley Water Districtbalancing accounts. This was approved on December 28, 2018, and South Bay Water Recycling effective July 1, 2018. The increases amount to a revenue increase of $13,732 or 3.75%. This requestnew rates became effective JulyJanuary 1, 2018.
San Jose Water Company filed Advice Letter No. 524 with the CPUC on July 26, 2018, requesting authorization to recover the 2017 capital additions related to the Montevina Water Treatment Plant Upgrade Project. The filing requested a revenue increase of $3,155 or 0.83% and became effective August 25, 2018.2019.
On July 20, 2018, the CPUC issued OII No. 18-07-007 concerning SJW Group’s merger with Connecticut Water Service, Inc. In its filing, the CPUC committed to a schedule that would complete its investigation in a time frame to allow the proposed merger to move forward by the end of 2018, if appropriate. At a required pre-hearing Conference on August 22, 2018, the CPUC confirmed its commitment to the schedule and aA Scoping Memorandum was subsequently issued on September 7, 2018, which identified the issues to be considered onin the proceeding as to whether the proposed merger is subject to CPUC approval and itsto evaluate the merger’s likely impacts within California. On September 14, 2018, SJW Group and San Jose Water Company submitted joint comments in response to the issues identified above in accordance with the Scoping Memorandum’s adopted schedule, and reply comments were submitted on October 19, 2018. OII No. 18-07-007 isA Public Participation Hearing was held on trackJanuary 31, 2019. On March 4, 2019, the CPUC suspended this proceeding due to meetSJW Group’s announcement of its intention to file a new merger approval application with the schedule forConnecticut Public Utilities Regulatory Authority (“PURA”). On April 3, 2019, SJW Group and Connecticut Water Service, Inc. jointly filed a commission decision in the matter in December of 2018.new merger application with PURA.
In January 2017, a San Jose Water Company customer inquired about the company’s billing practice as it related to the proration of service charges in billing cycles where a rate change occurred. After reviewing its existing practice as well as those of other Class A water utilities, San Jose Water Company determined that it was appropriate to modify its existing practice to prorate service charges similar to the manner in which it prorates quantity charges - that is by applying both the old and new

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


rates to the portion of the billing cycle for which the rates were in effect. This change was implemented on January 30, 2017, and retroactively applied to January 1, 2017. Subsequently, on May 8, 2017, the CPUC’s Water Division notified San Jose Water Company that it had violated Public Utilities Code 532 and other CPUC Orders and directed the company to file an advice letter providing refunds for the period of January 1, 2014, through December 31, 2016. As directed, San Jose Water Company filed Advice Letter 510 on June 6, 2017, to propose customer refunds in the amount of $1,800$1,794 for the same period. On June 22, 2017, San Jose Water Company was served with Complaint 17-06-009 regarding its billing practice for service charge rate changes. On August 11, 2017, the Water Division rejected Advice Letter 510 in light of the CPUC’s investigation into San Jose Water Company’s past and present billing practice. The billing issue was made a part of San Jose Water Company’s current GRC proceeding. Testimony was provided by the Office of Ratepayer Advocates (now the Public Advocates Office or “Cal PA”) on May 23, 2018. On June 8, 2018, the company provided its rebuttal testimony. On August 10, 2018, San Jose Water Company and Cal PA submitted a partial settlement agreement on issues presented in the GRC. Both the company and Cal PA settled on the billing issue limiting the duration from which to calculate customer refunds from June 1, 2011, through December 31, 2016. Accordingly, San Jose Water Company hashad provided an additional reserve to cover the remaining period covered by the settlement. In accordance with Decision 18-11-025 for the GRC, San Jose Water Company filed Advice Letter No. 530 proposing total refunds of $2,020 for the period from June 1, 2011 through December 31, 2016. This advice letter became effective February 8, 2019, and refunds began on March 11, 2019. On April 22, 2019, the CPUC dismissed Complaint 17-07-009 citing the relief provided in Advice Letter No. 530 and the current OII on this matter. The Complainant has 30 days to appeal the rejection.
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water Company was named as Respondent. The OII will determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears.  The OII resulted from a report by the CPUC’s Consumer Protection and Enforcement Division (“CPED”), dated August 16, 2018, recommending an investigation into San Jose Water Company’s billing practice.  CPED calculated a refund obligation of approximately $2,061 for the years 2014 to 2016 that had been the subject of San Jose Water Company’s Advice Letter 510.  CPED calculated a further refund obligation of approximately $1,990 for the years 1987 to 2013.  CPED also asserted that the company double-billed its customers during a billing period when it allegedly converted from billing in advance to billing in arrears, assumed that such double-billing occurred in January 2011, and calculated a refund obligation of approximately $4,935.  The OII notes these estimates and identifies the proper refund amount as an issue in the proceeding.  The OII also identifies the CPUC’s authority to consider imposing penalties on San Jose Water Company in amounts ranging from five hundred dollars to fifty thousand dollars per offense, per day. San Jose Water Company continues to cooperate with the CPUC to resolve these issues. On October 15, 2018, San Jose Water Company filed a response to the OII with the CPUC, in which the company stated that it

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


believes it would not be appropriate for the Commission to require refunds extending prior to June 2011, that no double billing has occurred and that no penalties should be imposed on the company. As a result,The company believed its potential loss was limited to the company believes it is only probable that refundsrefund amount agreed to in the partial GRC settlement with Cal PAof $2,020. Such amount will be refunded to customers through Advice Letter No. 530 which was effective February 8, 2019. A prehearing conference on the matter was concluded on January 7, 2019, and has provideda scoping memorandum outlining the remaining part of the proceeding scheduled was issued on February 11, 2019. The scoping memorandum outlined the following issues to be determined: (1) Did San Jose Water Company overbill its customers for water service during the period from January 1987 to June 2011, (2) If San Jose Water Company overbilled its customers during the above period, should the Commission fine San Jose Water Company or impose some other form of penalty on it, and (3) Is this amountaction subject to any statute of limitations including, but not limited to, Section 736 of the Public Utilities Code. On March 8, 2019, the assigned CPUC commissioner issued a scoping ruling in the accompanying unaudited condensed consolidated financial statements.OII confirming the scope determined at the prehearing conference. On March 18, 2019, witnesses for CPED and for the customer group Water Rate Advocates for Transparency, Equity, and Sustainability (“WRATES”) submitted testimony in the OII. The CPED witness updated their refund calculation to approximately $1,847 for the years 1987 to 2011. The WRATES witnesses supported refunds both for those years and for the alleged double-billing but did not propose specific refund amounts. Both CPED and WRATES witnesses supported imposition of a penalty. San Jose Water Company submitted its rebuttal testimony on April 8, 2019. The CPUC is expected to issue a final decision in the matter in September of 2019. San Jose Water Company is unable to determine an estimate of additional refunds that may be required or loss that may be incurred at this time, if any.
On February 28, 2019, San Jose Water Company filed Advice Letter No. 531 with the CPUC requesting to adjust the Utilities Reimbursement Account User Fees as directed by CPUC Resolution M-4839. The reimbursement fee was reduced from 1.40% to 1.23%. This request was approved and the new fee became effective on April 1, 2019.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


On March 29, 2019, San Jose Water Company filed Advice Letter No. 532 with the CPUC requesting authorization to recover the $9,020 balance in its WCMA for the period of January 1, 2018, through December 31, 2018. This advice letter is pending before the CPUC.
Texas Regulatory Affairs
As required, CLWSC submitted on July 31, 2018 its Water Pass-Through Charge (“WPC”) true-up report to the Public Utilities Commission of Texas (“PUCT”) reflecting a change from $1.15 to $1.13 per thousand gallons. The WPC is the annual filing to change that component of CLWSC’s water rates for the changes in purchased water costs since the last annual true-up report. This change for 2018 became effective on water bills being prepared as of February 1, 2018.
The PUCT directed CLWSC (as well as other Class A water utilities in Texas) to quantify all of the impacts of the passage of the Tax Cuts and Jobs Act (H.R. 1) (“Tax Act”) on December 22, 2017 and make rate adjustments reflecting such impacts on a prospective basis. PUCT Order 47945-36 as amended by Order 47945-41 ordersrequires the water utilities to record a regulatory liability that reflects (1) the difference between the revenues collected under existing rates and the revenues that would have been collected had the existing rates been set using the recently approved federal income tax rates; and (2) the balance of excess accumulated deferred federal income taxes that now exists because of the decrease in the federal income tax rate from 35% to 21%. A rate proposal reflecting these tax changes was submitted for PUCTs review on April 19, 2018.
CLWSC subsequently amended its filing on April 30, 2018 to update the customer notice, and to replace estimates for April with recorded April 2018 information. This filing will return to the ratepayers the difference between the revenues collected under the existing rates and what water rates would have been using the 21% federal income tax rate now effective under the Tax Act. The accrued amounts for the period January 25, 2018 through April 30, 2018 were refunded along with the regular monthly Federal Tax Cut Credit (“FTCC”) on bills prepared during the month of June. The FTCC customer credit will continue to be reflected on customer bills every month until the implementation of new rates resulting from the next rate case. It is projected this credit will reduce water revenue by $1,023 in 2018 with no impact on after tax income.
CLWSC’s Sale Transfer and Merger application (“STM”) to acquire the Deer Creek Ranch Water Co., LLC’s assets is still pending before PUCT. Notices to customers and surrounding water companies and municipalities were mailed in January 2018 and on April 3, 2018 and the PUCT filed 47888-12, Order No. 4, approving the transaction between CLWSC and the Deer Creek Ranch Water Co., LLC to proceed in closing. The acquisition subsequently closed on July 2, 2018. The required completed transaction report was filed with the PUCT on July 5, 2018, and the Joint Proposed Notice of Approval was filed with the PUCT on September 17, 2018. The final order transferring the Certificate of Convenience and Necessity, or the exclusive right to provide water utility service, from Deer Creek Ranch Water Co., LLC to CLWSC is expected to be received from the PUCT prior to December 31, 2018.

Note 9.Balancing and Memorandum Accounts
San Jose Water Company has established balancing accounts for the purpose of tracking the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes. San Jose Water Company also maintains memorandum accounts to track revenue impacts due to catastrophic events, certain unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, water conservation, water tariffs, and other approved activities or as directed by the CPUC, such as the WCMA or Tax Act memorandum account.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


accounts.
Balancing and memorandum accounts are recognized by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In addition, in the case of special revenue programs such as the WCMA, San Jose Water Company follows the requirements of ASC Topic 980-605-25, “Alternative Revenue Programs” in determining revenue recognition, including the requirement that such revenues will be collected within 24 months of the year-end in which the revenue is recorded. A reserve is recorded for amounts SJW Group estimates will not be collected within the 24-month period. This reserve is based on an estimate of actual usage over the recovery period, offset by applicable drought surcharges, if any. In assessing the probability criteria for balancing and memorandum accounts between general rate cases, San Jose Water Company considers evidence that may exist prior to CPUC authorization that would satisfy ASC Topic 980 subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support, the balances are recorded in SJW Group’s financial statements.
Based on ASC Topic 980-605-25, San Jose Water Company recognized a regulatory assetsliability of $4,660 and $8,070$752 due to lost revenuessales in excess of authorized usage accumulated in the 2019 WCMA account for the three months ended March 31, 2019. Since the balance represents an amount due to customers, San Jose Water Company recorded a regulatory liability for the amount with a corresponding reduction to revenues. The amounts have been reflected in the 2019 WCMA balance shown in the table below.
San Jose Water Company recognized regulatory liability of $309 and $708 due to sales in excess of authorized usage accumulated in the 2018 WCMA account for the three and nine months ended September 30,March 31, 2019, and 2018, respectively. For the three and nine months ended September 30, 2018, the 2018 WCMA account was offset byrespectively, based on ASC Topic 980-605-25. As of March 31, 2019, a reserve in the amount of $596 and $1,003, respectively,$80 was recorded which is the estimated amount that will not be collected within the 24-month period, as required by the guidance. The amounts have been reflected in the 2018 WCMA balance shown in the table below.
A costCost of capital memorandum account was approved by the CPUC on March 14, 2018. The account tracks the difference between current water rates and the lower rates adopted in the cost of capital decision issued on March 22, 2018. San Jose Water Company recorded a regulatory liability of $8 and $1,371$1,165 in the cost of capital memorandum account for the three and nine months ended September 30,March 31, 2018, respectively, with a corresponding reduction to revenue. Activity for the three months ended March 31, 2019, represents

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


interest activity on the accumulated balance. The amount has been reflected in the 2018 cost of capital memorandum account balance shown in the table below.
The CPUC has directed San Jose Water Company to establish a memorandum account to capture the impact of the Tax Act on its regulated revenue requirement. The CPUC has indicated that any benefit from implementing the new law should ultimately be passed on to ratepayers. Accordingly, San Jose Water Company recorded a regulatory liability of $459 and $5,955$933 in the tax memorandum account for the three and nine months ended September 30,March 31, 2018, respectively, with a corresponding reduction to revenue. Activity for the three months ended March 31, 2019, represents interest activity on the accumulated balance. The amount has been reflected in the tax memorandum account balance shown in the table below.
San Jose Water Company re-evaluated the accounting for cost-recovery balancing and memorandum accounts under the new revenue recognition guidance, ASU 2014-09, “Revenue from Contracts with Customers.” Prior to adoption, San Jose Water Company recorded cost-recovery accounts as a component of revenue. Upon adoption of ASU 2014-09, San Jose Water Company began recording such balances as capitalized costs until recovery is approved by the CPUC. The change is reflected in the cost-recovery balancing and memorandum accounts as shown in the table below.

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


 Three months ended September 30, 2018 Three months ended September 30, 2017
Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Surcharge Offset Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Surcharge Offset Ending Balance
                    
Revenue accounts:                   
2014-2016 WCMA$365
 100
 1
 
 466
 $3,003
 44
 (2,665) 
 382
2017 WCMA*6,912
 28
 
 
 6,940
 1,001
 3,954
 
 6
 4,961
2018 WCMA*3,003
 4,064
 
 
 7,067
 
 
 
 
 
2012 General Rate Case true-up11,324
 
 2
 
 11,326
 15,765
 
 (4,123) 
 11,642
2015 General Rate Case true-up117
 
 1
 

 118
 2,411
 
 (2,297) 
 114
Cost of capital memorandum account(1,507) (8) 
 
 (1,515) (144) 
 
 
 (144)
Tax memorandum account(5,496) (459) 
 
 (5,955) 
 
 
 
 
Drought surcharges
 
 
 
 
 (961) 
 
 
 (961)
Cost-recovery accounts
 
 
 
 
 4,407
 2,502
 
 
 6,909
All others4,558
 (34) 
 
 4,524
 3,534
 50
 
 ��
 3,584
Total revenue accounts$19,276
 3,691
 4
 
 22,971
 $29,016
 6,550
 (9,085) 6
 26,487
Cost-recovery accounts:                   
Water supply costs9,387
 2,366
 
 
 11,753
 
 
 
 
 
Pension(2,137) 161
 
 
 (1,976) 
 
 
 
 
Total cost-recovery accounts$7,250
 2,527
 
 
 9,777
 $
 
 
 
 
                    
Total$26,526
 6,218
 4
 
 32,748
 $29,016
 6,550
 (9,085) 6
 26,487


SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


Nine months ended September 30, 2018 Nine months ended September 30, 2017Three months ended March 31, 2019 Three months ended March 31, 2018
Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Surcharge Offset Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Surcharge Offset Ending BalanceBeginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance Beginning Balance Regulatory Asset Increase (Decrease) Refunds (Collections) Adjustments Ending Balance
                                  
Revenue accounts:                                  
2014-2016 WCMA$190
 272
 4
 
 466
 $1,589
 4,697
 (4,452) (1,452) 382
2017 WCMA*6,489
 451
 
 
 6,940
 
 11,003
 
 (6,042) 4,961
2014-2017 WCMA*$7,750
 
 (838) 6,912
 $6,679
 375
 1
 7,055
2018 WCMA*
 7,067
 
 
 7,067
 
 
 
 
 
9,386
 (389) 
 8,997
 
 (708) 
 (708)
2019 WCMA
 (752) 
 (752) 
 
 
 
2012 General Rate Case true-up11,320
 
 6
 
 11,326
 20,682
 
 (9,040) 
 11,642
11,328
 95
 (1,271) 10,152
 11,319
 
 1
 11,320
2015 General Rate Case true-up115
 
 3
 
 118
 5,528
 
 (5,414) 
 114
Cost of capital memorandum account(144) (1,371) 
 
 (1,515) (817) 
 673
 
 (144)(1,523) (9) 
 (1,532) (144) (1,165) 
 (1,309)
Tax memorandum account
 (5,955) 
 
 (5,955) 
 
 
 
 
(6,504) (41) 
 (6,545) 
 (933) 
 (933)
Drought surcharges
 
 
 
 
 (7,688) 
 (767) 7,494
 (961)
Cost-recovery accounts
 
 
 
 
 3,181
 4,503
 (775) 
 6,909
All others3,736
 787
 1
 
 4,524
 3,434
 933
 (859) 76
 3,584
5,112
 1,707
 (570) 6,249
 3,851
 400
 
 4,251
Total revenue accounts$21,706
 1,251
 14
 
 22,971
 $25,909
 21,136
 (20,634) 76
 26,487
$25,549
 611
 (2,679) 23,481
 $21,705
 (2,031) 2
 19,676
Cost-recovery accounts:                                  
Water supply costs8,679
 3,074
 
 
 11,753
 
 
 
 
 
9,617
 (745) (655) 8,217
 8,679
 (482) 
 8,197
Pension(2,459) 482
 1
 
 (1,976) 
 
 
 
 
(1,843) 184
 422
 (1,237) (2,459) 161
 
 (2,298)
All others1,090
 3
 (78) 1,015
 
 
 
 
Total cost-recovery accounts$6,220
 3,556
 1
 
 9,777
 $
 
 
 
 
$8,864
 (558) (311) 7,995
 $6,220
 (321) 
 5,899
                                  
Total$27,926
 4,807
 15
 
 32,748
 $25,909
 21,136
 (20,634) 76
 26,487
$34,413
 53
 (2,990) 31,476
 $27,925
 (2,352) 2
 25,575
*    As of September 30, 2018,March 31, 2019, the reserve balances for the 2017 and 2018 WCMA were $985 and $1,003, respectively,was $80 which havehas been netted fromincluded in the balances above. As of September 30, 2017,March 31, 2018, the reserve balance for the 2017 WCMA was $1,142$1,022 which has been netted fromincluded in the balance above.
In connection with the GRC application, the company included various balancing and memorandum accounts with an aggregate balance totaling $20,725 for recovery. For further discussion on the proposed settlement, please see Note 8.
As of September 30, 2018,March 31, 2019, the total balance in San Jose Water Company’s balancing and memorandum accounts combined, including interest, that has not been recorded into the financial statements was a net under-collection of $3,904.$1,276. All balancing accounts and memorandum-type accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in San Jose Water Company’s next general rate case or at the time an individual account balance reaches a threshold of 2% of authorized revenue, whichever occurs first.


SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018March 31, 2019
(in thousands, except share and per share data)


Note 10.Regulatory Assets and Liabilities
Regulatory assets and liabilities are comprised of the following as of September 30, 2018March 31, 2019, and December 31, 2017:2018:
 September 30, 2018 December 31, 2017 March 31, 2019 December 31, 2018
Regulatory assets:        
Postretirement pensions and other medical benefits $68,556
 68,556
 $66,233
 66,233
Balancing and memorandum accounts, net 32,748
 27,925
 31,476
 34,413
Other, net 3,366
 3,073
 3,101
 2,979
Total regulatory assets, net in Consolidated Balance Sheets $104,670
 99,554
 $100,810
 103,625
        
Regulatory liability:        
Income tax temporary differences, net $60,650
 62,476
 $58,793
 59,149
Total regulatory liability in Consolidated Balance Sheets $60,650
 62,476
 $58,793
 59,149

Note 11.California Water Service Group Stock
For the three and nine months ended September 30, 2018, SJW Group sold 82,340 and 100,000 shares, respectively, of California Water Service Group for $3,398 and $4,112, respectively, before fees of $7 and $9, respectively. SJW Group recognized a gain on the sale of the stock of approximately $191 and $104, respectively, and a tax expense of approximately $53 and $29, respectively, for a net gain of $138 and $75 for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, SJW Group held no remaining shares of California Water Service Group. The company classified its investment in California Water Service Group as available for sale. The stock was carried at the quoted market price with the changes in gain or loss reported as a component of other expense (income) on the Consolidated Statements of Comprehensive Income.

Note 12.SJW Group and CTWS Merger Agreement
On March 14, 2018, SJW Group, Hydro Sub, Inc., a Connecticut corporation and a wholly-owned subsidiary of SJW Group and CTWS entered into an Agreement and Plan of Merger to merge the two companies, SJW Group and CTWS, in an all-stock transaction.transaction (the “Merger”). On August 5, 2018, SJW Group, Hydro Sub, Inc. and CTWS entered into a Second Amended and Restated Agreement & Plan of Merger (the(as amended the “Merger Agreement”), which among other things, changed the mergerMerger to an all-cash transaction. Under the terms of the Merger Agreement, Hydro Sub, Inc. will merge with and into CTWS, (the “Merger”), with CTWS surviving the Merger as a wholly-owned subsidiary of SJW Group. Subject to the terms and conditions of the Merger Agreement, at the time at which the Merger becomes effective (the “Effective Time”), each share of common stock, without par value, of CTWS (“CTWS Common Share”), other than CTWS Common Shares directly or indirectly owned by SJW Group, Hydro Sub, Inc., CTWS or any of their respective subsidiaries (in each case, other than any CTWS Common Shares held on behalf of third parties), issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $70.00 per share in cash (without interest and less any applicable withholding taxes).
The transaction which is expected to close during the first quarter of 2019, was approved by the boards of directors of both companies.companies and by CTWS shareholders. Consummation of the Merger is subject to customary conditions, including, without limitation: approval by CTWS shareholders;shareholders (which has been obtained); approval by certain regulators; the absence of any law or judgment prohibiting the consummation of the Merger; the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); each party’s performance in all material respects of its obligations contained in the Merger Agreement; and the absence of any material adverse effect on SJW Group or CTWS since the date of the Merger Agreement, which has not been ameliorated or cured.
On December 3, 2018, the Connecticut Public Utilities Regulatory Authority (“PURA”) issued a proposed final decision denying the application by SJW Group and CTWS for approval of the Merger (“Proposed Final Decision”). On December 5, 2018, PURA conditionally granted SJW Group’s and CTWS’s motion to suspend the schedule permitting SJW Group and CTWS to file new evidence that was unavailable before the close of the record in the proceeding for PURA’s consideration. On December 14, 2018, SJW Group and CTWS filed a motion to reopen the record and extend the procedural schedule to admit new evidence that was submitted concurrent with the motion (“Motion to Reopen”). On January 4, 2019, PURA denied the Motion to Reopen concluding that the concessions and offers of commitments did not constitute new evidence and to the extent that some of the filed material contains “new” evidence, the material was insufficient to warrant reopening. On January 9, 2019, SJW Group and CTWS withdrew their application before PURA. PURA closed the docket without issuing a final decision on January 11, 2019. After a thorough review conducted by the management and boards of both companies with the support of their respective local Connecticut regulatory counsel, on April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the Merger.
In support of the new application, SJW Group has made certain regulatory commitments, which are subject to PURA approval, that are designed to demonstrate that the Merger is in the public interest, including many which go beyond those included in the previous application. In this regard, the new application includes a commitment for CTWS’s Connecticut utilities not to file a general rate case for new base rates to become effective prior to January 1, 2021, as well as providing a one-year bill credit for

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


customers. In addition, SJW Group has committed that CTWS’s Connecticut utilities will not seek recovery in rates, of the merger premium or other costs incurred in connection with the Merger. With respect to employees, the new application provides that there will be no layoffs as a result of the merger and that, for at least three years following completion of the Merger, CTWS’s Connecticut utilities will maintain their current combined staffing levels. To enhance the independence and local control of CTWS and its Connecticut utilities, the new application provides that each of their boards of directors will have a majority of independent directors and a majority of directors who reside in New England. SJW Group has also committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the risk that CTWS would be negatively impacted in the event of a bankruptcy or other adverse financial developments affecting SJW Group or its affiliates, including the creation of a special purpose entity to hold SJW Group’s interest in CTWS. In addition, the new application provides that CTWS and its Connecticut utilities will be subject to a limitation on dividends in the event of certain credit rating downgrades or if payment of a dividend could result in CTWS being unable to maintain its weighted average consolidated equity ratio at or above a specified minimum. Additional commitments cover maintenance of Connecticut Water’s headquarters in Connecticut, environmental measures, operational matters, customer service and additional measures to support local control.
On December 20, 2018, the Maine Public Utilities Commission (“MPUC”) staff issued a stay in the reorganization proceeding pending resolution of the regulatory filing in Connecticut. On January 10, 2019, following the withdrawal of the PURA application, the Maine Water Company notified the MPUC of such withdrawal in a status report. On January 23, 2019, the Maine Water Company filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. Later that day, the MPUC acknowledged receipt of the Maine Water Company’s notice and issued notice closing the docket. After a thorough review conducted by the management and boards of both companies with the support of their respective local Maine regulatory counsel, SJW Group and CTWS announced on February 20, 2019, that they intend to file for merger approval with MPUC during the second quarter of 2019.
In addition, because the prior clearance of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) was due to expire on April 27, 2019, SJW Group withdrew its prior HSR filing and refiled for clearance under the HSR Act on April 4, 2019. The Federal Trade Commission’s Premerger Notification Office granted early termination of the new HSR Act waiting period on April 15, 2019.
There is no guarantee that all of the closing conditions and approvals will be satisfied, and the failure to complete the proposed mergerMerger may adversely affect the financial conditionscondition and results of operations of SJW Group.
CTWS previously received an unsolicited proposal from Eversource Energy. The CTWS board For a description of directors has determined that the proposal was neither a superior proposal nor reasonably likely to lead to superior proposal. On April, 27, 2018, Eversource Energy filed a preliminary proxy statement to solicit proxies in oppositioncertain risk factors related to the proposed merger. Eversource Energy has not revised its preliminary proxy statementMerger, please see Part II, “Risk Factors” in connection withSJW Group’s Form 10-Q in which these notes to financial statements are included, as well as Item 1A, “Risk Factors” in SJW Group’s Form 10-K for the revised all-cash Merger, and it is unclear what additional actions

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2018
(in thousands, except share and per share data)


Eversource Energy may take to further its proposal. In addition, on August 17, 2018, California Water Service Group, which had previously launched an unsolicited tender offer to acquire all outstanding shares of SJW Group, announced that it had abandoned such offer.year ended December 31, 2018.

Note 13.12.Legal Proceedings
Class Action Suits Related to the Merger
On June 14, 2018, certain shareholders of CTWS filed two nearly identical class-action complaints in Connecticut state court against the CTWS board of directors, SJW Group, Eric W. Thornburg, Chairman, President and Chief Executive Officer of SJW Group, and CTWS. The complaints, as amended on September 18, 2018 and September 20, 2018, allege that the CTWS board breached its fiduciary duties in connection with the Merger, that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information and that SJW Group and Mr. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the actions seek to recover rescissory and other damages and attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit and intends to vigorously defend this litigation. At thisThe parties to the lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle the lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. On November 20, 2018, the plaintiffs filed an opening brief in support of their fee application. The stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay is continued until May 29, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time as the transaction closes. SJW Group cannot determinehas determined that the likelihood that liability exists on the part of SJW Group or Mr. Thornburg and we are unableloss related to provide a reasonable estimate of potential loss, if any.these class-action complaints is remote.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, certain shareholders of CTWS filed two complaints, one individually and the other as a putative class action, in the United States District Court for the District of Connecticut against CTWS and the

SJW GROUP AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
March 31, 2019
(in thousands, except share and per share data)


CTWS board of directors and the Merger.directors. The complaints allege that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Section 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the actions seek an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Section 14(a) and/or 20(a) of the Securities Exchange Act of 1934, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. SJW Group believes the claims in these complaints are without meritmerit. CTWS has entered into an agreement in principle to settle and accordingly hasrelease all claims that were or could have been alleged by the plaintiffs. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain additional disclosures, which CTWS included in the definitive proxy statement in connection with the Merger.
Billing Practice OII with CPUC
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water Company was named as Respondent. The OII will determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears. By a decision adopted November 29, 2018, in San Jose Water Company’s then-pending GRC, the CPUC approved a settlement to resolve the alleged overcharging issue for the period since June 2011 by requiring refunds to customers totaling $2,020. That amount was refunded to customers pursuant to San Jose Water Company’s Advice Letter No. 530, effective February 8, 2019. See discussion on the matter in Note 9, “Regulatory Rate Filings.” The CPUC investigation pursuant to OII No. 18-09-003 may result in liability for San Jose Water Company in addition to the $2,020 credited to customers pursuant to the CPUC’s November 29, 2018 decision. Such additional liability could result from a possible CPUC requirement that refunds or penalties be paid based on alleged over-billing prior to June 1, 2011. SJW Group is not accruedable to make a reasonable estimate of the additional potential loss amount, if any, amounts.at this time.
SJW Group is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Group or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Group’s business, financial position, results of operations or cash flows.



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollar amounts in thousands, except per share amounts and otherwise noted)
The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Group’s Annual Report on Form 10-K for the year ended December 31, 2017.2018.
This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Group and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Group and its subsidiaries and the industries in which SJW Group and its subsidiaries operate and the beliefs and assumptions of the management of SJW Group. Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “seeks,” “plans,” “projects,” “may,” “should,” “will,” and variation of such words, and similar expressions. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and our most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”) under the items entitled “Risk Factors,” and in other reports SJW Group files with the SEC, specifically the most recent reports on Form 10-Q and Form 8-K, each as it may be amended from time to time. SJW Group undertakes no obligation to update or revise the information contained in this report, including the forward-looking statements, to reflect any event or circumstance that may arise after the date of this report.

General:
SJW Group is a holding company with four wholly-owned subsidiaries: San Jose Water Company, SJWTX, Inc., SJW Land Company, and Hydro Sub, Inc.
San Jose Water Company is a public utility in the business of providing water service to approximately 231,000 connections that serve a population of approximately one million people in an area comprising approximately 138 square miles in the metropolitan San Jose, California area.
The principal business of San Jose Water Company consists of the production, purchase, storage, purification, distribution, wholesale, and retail sale of water. San Jose Water Company provides water service to customers in portions of the cities of San Jose and Cupertino and in the cities of Campbell, Monte Sereno, Saratoga and the Town of Los Gatos, and adjacent unincorporated territories, all in the County of Santa Clara in the State of California. San Jose Water Company distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water Company also provides non-tariffed services under agreements with municipalities and other utilities. These non-tariffed services include water system operations, maintenance agreements, and antenna site leases.
San Jose Water Company has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage, and all water facilities, equipment, office buildings and other property necessary to supply its customers. Under Section 851 of the California Public Utilities Code, properties currently used and useful in providing utilities services cannot be disposed of unless California Public Utilities Commission (“CPUC”) approval is obtained.
San Jose Water Company also has approximately 411 acres of nonutility property which has been identified as no longer used and useful in providing utility services. The majority of the properties are located in the hillside areas adjacent to San Jose Water Company’s various watershed properties.
SJWTX, Inc., doing business as Canyon Lake Water Service Company (“CLWSC”), is a public utility in the business of providing water service to approximately 15,80016,600 connections that serve approximately 48,00050,000 people. CLWSC’s service area comprises more than 246 square miles in westernthe southern region of the Texas Hill Country in Blanco, Comal, CountyHays and southern Blanco County inTravis counties, the growing region between San Antonio and Austin, Texas. SJWTX, Inc. has a 25% interest in Acequia Water Supply Corporation (“Acequia”). The water supply corporation has been determined to be a variable interest entity within the scope of ASC Topic 810 with SJWTX, Inc. as the primary beneficiary. As a result, Acequia has been consolidated with SJWTX, Inc.


SJW Land Company owned the following real properties during the ninethree months ended September 30, 2018:March 31, 2019:
       
% for Nine months ended
September 30, 2018
of SJW Land Company
       
% for Three months ended
March 31, 2019
of SJW Land Company
Description Location Acreage Square Footage Revenue Expense Location Acreage Square Footage Revenue Expense
Warehouse building Knoxville, Tennessee 30 361,500 44% 41% Knoxville, Tennessee 30 361,500 45% 42%
Commercial building Knoxville, Tennessee 15 135,000 56% 59% Knoxville, Tennessee 15 135,000 55% 58%
Undeveloped land and parking lot Knoxville, Tennessee 10 N/A N/A
 N/A
 Knoxville, Tennessee 10 N/A N/A
 N/A
SJW Land Company owns a 70% limited partnership interest in 444 West Santa Clara Street, L.P. which operated a California commercial property that was sold in the second quarter of 2017. The limited partnership has been determined to be a variable interest entity within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 - “Consolidation” with SJW Land Company as the primary beneficiary, and as a result, it has been consolidated with SJW Land Company.
Hydro Sub, Inc., a wholly-owned subsidiary of SJW Group, is a Connecticut corporation that was formed on March 9, 2018, for the sole purpose of effecting the proposed merger of SJW Group and Connecticut Water Service, Inc. (“CTWS”) (the “Merger”). On March 14, 2018, SJW Group, Hydro Sub, Inc. and CTWSentered into an Agreement and Plan of Merger with regardSJW Group to theeffect a merger with CTWS in an all-stock transaction. On August 5, 2018, SJW Group, Hydro Sub, Inc. and CTWS entered into a Second Amended and Restated Agreement & Plan of Merger (the(as amended the “Merger Agreement”), which provided, among other things, that SJW Group will acquire CTWS in an all-cash transaction. Under the terms of the Merger Agreement, at the closing of the Merger, each issued and then outstanding share of common stock of CTWS will be automatically converted into the right to receive an amount in cash equal to $70.00 per share. The transaction which is expected to close during the first quarter of 2019, was approved by the boards of directors of both companies and on November 16, 2018 by CTWS shareholders and is subject to the satisfaction of customary closing conditions and approval by certain regulators and CTWS shareholders.regulators. Under certain circumstances, SJW Group will be obligated to pay a termination fee of $42,500$42.5 million to CTWS if the Merger Agreement is terminated by SJW Group, including without limitation in the event that SJW Group materially breaches its non-solicitation obligations or SJW Group enters into an alternative acquisition agreement, in each case subject to the terms of the Merger Agreement, as amended.Agreement. Pursuant to the terms of the Merger Agreement, SJW Group may be required to reimburse CTWS up to $5,000$5 million of certain fees and expenses (any termination fee payable by SJW Group under the Merger Agreement would be reduced by such amount) if the Merger Agreement is terminated under certain circumstances. Recent updates related to the proposed merger include the following:
On December 3, 2018, the Connecticut Public Utilities Regulatory Authority (“PURA”) issued a proposed final decision denying the application by SJW Group and CTWS previously received an unsolicited proposal from Eversource Energy on Aprilfor approval of the Merger (“Proposed Final Decision”). On December 5, 2018, which was revised on July 2, 2018. The CTWS board of directors has determined thatPURA conditionally granted SJW Group’s and CTWS’s motion to suspend the proposal was neither a superior proposal nor reasonably likely to lead to a superior proposal. On April 27, 2018, Eversource Energy filed a preliminary proxy statement to solicit proxies in opposition to the proposed merger. Eversource Energy has not revised its preliminary proxy statement in connection with the revised all-cash Merger, and it is unclear what additional actions Eversource Energy may take to further its proposal.
On August 17, 2018, California Water Service Group, which had previously launched an unsolicited tender offer to acquire all outstanding shares ofschedule permitting SJW Group announcedand CTWS to file new evidence that it had abandoned such offer.
was unavailable before the close of the record in the proceeding for PURA’s consideration. On August 17 and August 20,December 14, 2018, SJW Group and CTWS filed a supplemental application,motion to reopen the record and updated testimony and exhibits,extend the procedural schedule to admit new evidence that was submitted concurrent with the motion (“Motion to Reopen”). On January 4, 2019, PURA denied the Motion to Reopen, concluding that the concessions and offers of commitments did not constitute new evidence and to the extent that some of the filed material contained “new” evidence, the material was insufficient to warrant reopening. On January 9, 2019, SJW Group and CTWS withdrew their application before PURA . PURA closed the docket without issuing a final decision on January 11, 2019. After a thorough review conducted by the management and boards of both companies with the support of their respective local Connecticut Public Utilities Regulatory Authority (“PURA”),regulatory counsel, on April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the Merger.
In support of the new application, SJW Group has made certain regulatory commitments, which are subject to reflectPURA approval, that are designed to demonstrate that the revised termsMerger is in the public interest, including many which go beyond those included in the previous application. In this regard, the new application includes a commitment for CTWS’s Connecticut utilities not to file a general rate case for new base rates to become effective prior to January 1, 2021, as well as providing a one-year bill credit for customers for CTWS’s Connecticut utilities. In addition, SJW Group has committed that CTWS’s Connecticut utilities will not seek recovery in rates, of the merger premium or other costs incurred in connection with the Merger. With respect to employees, the new application provides that there will be no layoffs as a result of the merger and that, for at least three years following completion of the Merger, Agreement. The PURA foundCTWS’s Connecticut utilities will maintain their current combined staffing levels. To enhance the independence and local control of CTWS and its Connecticut utilities, the new application provides that each of their boards of directors will have a majority of independent directors and a majority of directors who reside in New England. SJW Group has also committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the revised materials warrantedrisk that CTWS would be negatively impacted in the commencementevent of a bankruptcy or other adverse financial developments


affecting SJW Group or its affiliates, including the creation of a special purpose entity to hold SJW Group’s interest in CTWS. In addition, the new 120-day statutory timeframeapplication provides that CTWS and updatedits Connecticut utilities will be subject to a limitation on dividends in the deadline forevent of certain credit rating downgrades or if payment of a final ruling on the mergerdividend could result in CTWS being unable to December 17, 2018.maintain its weighted average consolidated equity ratio at or above a specified minimum. Additional commitments cover maintenance of Connecticut Water’s headquarters in Connecticut, environmental measures, operational matters, customer service and additional measures to support local control.
On September 10,December 20, 2018, the Maine Public Utilities Commission (“MPUC”) staff issued a procedural order setting forthstay in the reorganization proceeding pending resolution of the regulatory filing with PURA. On January 10, 2019, following the withdrawal of the PURA application, the Maine Water Company notified the MPUC of such withdrawal in a full case schedulestatus report. On January 23, 2019, the Maine Water Company filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. Later that day, the MPUC acknowledged receipt of the Maine Water Company’s notice and tentatively schedulingissued notice closing the MPUC’s deliberations ondocket. After a thorough review conducted by the case for January 8, 2019.
On October 4, 2018, CTWSmanagement and boards of both companies with the support of their respective local Maine regulatory counsel, SJW Group filed a joint applicationand CTWS announced on February 20, 2019, that they intend to obtain Federal Communications Commission (“FCC”)file for merger approval forwith MPUC during the transfersecond quarter of control of FCC licensee Connecticut Water Company from CTWS to SJW Group as a result of the proposed merger. Connecticut Water Company holds seventeen active FCC spectrum licenses for private land mobile licenses and microwave, multiple address system licenses to undertake regulated activities and use regulated equipment in connection with its operation as a state-regulated water company and public service company. The FCC approved the joint application by CTWS and SJW Group to transfer control of Connecticut Water Company on October 15, 2018.2019.
In addition, whileWhile SJW Group believes that no prior authorization of the CPUCCalifornia Public Utilities Commission (“CPUC”) is required for the Merger, the CPUC previously issued an orderOrder Instituting Investigation (“OII”) to investigate the proposed merger, such asMerger, to consider whether it is subject to CPUC approval and its likely impacts within California. The assigned commissioner’s Scoping Memo issued September 7, 2018 had adopted a schedule providing for the CPUC to vote on a proposed decision in December 2018. However, as a result of unexpected delays in the CPUC’s scheduling of a planned public participation hearing, which was held January 31, 2019, issuance of a proposed decision was delayed. On March 4, 2019, the presiding administrative law judge suspended the CPUC investigation until a final decision is issued by PURA.


In addition, because the prior clearance of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) was due to expire on April 27, 2019, SJW Group withdrew its prior HSR filing and refiled for clearance under the HSR Act on April 4, 2019. The Federal Trade Commission’s Premerger Notification Office granted early termination of the new HSR Act waiting period on April 15, 2019.
There is no guarantee that the proposed mergerMerger will be completed, and the failure to complete the proposed merger may adversely affect the financial conditionscondition and results of operations of the company. For a description of certain risk factors relating to the proposed merger,Merger, please see Item 1A, “Risk Factors” in SJW Group’s Form 10-Q for the quarter ended September 30, 2018.
Texas Water Alliance Limited (“TWA”) was previously a wholly-owned subsidiary of SJW Group undertaking activities necessary to develop a water supply project in Texas. On November 16, 2017, SJW Group sold all of its equity interests in TWA to Guadalupe-Blanco River Authority.

March 31, 2019.
Business Strategy for Water Utility Services:
SJW Group focuses its business initiatives in three strategic areas:
(1)Regional regulated water utility operations;
(2)Regional non-tariffed water utility related services provided in accordance with the guidelines established by the CPUC in California and the Public Utilities Commission of Texas (“PUCT”) in Texas; and
(3)Out-of-region water and utility related services.
As part of our pursuit of the above three strategic areas, the company considerswe consider from time to time opportunities to acquire businesses and strategic assets.assets, including the Merger. However, SJW Groupwe cannot be certain itwe will be successful in identifying and consummating any strategic business combination or acquisitions relating to such opportunities. In addition, the execution of our business strategy will expose us to different risks than those associated with ourthe current utility operations. We expect to incur costs in connection with the execution of this strategy and any integration of an acquired business could involve significant costs, the assumption of certain known and unknown liabilities related to the acquired assets, the diversion of management’s time and resources, the potential for a negative impact on SJW Group’s financial position and operating results, entering markets in which SJW Group has no or limited direct prior experience and the potential loss of key employees of any acquired company. Any futurestrategic combination or acquisition we decide to undertake may also impact our ability to finance our business, affect our compliance with regulatory requirements, and impose additional burdens on our operations. Any businesses we acquire may not achieve sales, customer growth and projected profitability that would justify the investment. Any difficulties we encounter in the integration process, including the integration of controls necessary for internal control and financial reporting, could interfere with our operations, reduce our operating margins and adversely affect our internal controls. SJW Group cannot be certain that any transaction will be successful or that it will not materially harm its operating results or our financial condition. As noted above, the company entered into an Agreement and Plan of Merger on March 14, 2018 and on August 5, 2018, a Second Amended and Restated Agreement & Plan of Merger for an all-cash transaction (See Note 12, “Notes to Unaudited Condensed Consolidated Financial Statements”).


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

Critical Accounting Policies:
The discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 20172018 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2017,2018, that was filed with the SEC on February 27, 2018.2019.
Our critical accounting policies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2017.2018. There have been no changes in our critical accounting policies except as indicated below.policies. Our significant accounting policies are described in our notes to the 20172018 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2017.
On January 1, 2018, SJW Group adopted FASB ASC Topic 606 - “Revenue from Contracts with Customers.” In accordance with Topic 606, management has determined that the company has principally four categories of revenues. The first category,


revenue from contracts with customers, represents metered revenue of Water Utility Services which includes billings to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period. SJW Group satisfies its performance obligation upon delivery of water to the customer at which time the customer consumes the benefits provided by the company. The customer is typically billed on a bi-monthly basis after water delivery has occurred. The customer is charged both a service charge which is based upon meter size and covers a portion of the fixed costs of furnishing water to the customer and a consumption charge based on actual water usage. Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates. As the company has the right to bill for services that it has provided, SJW Group estimates the dollar value of deliveries during the unbilled period and recognizes the associated revenue. Actual results could differ from those estimates, which may result in an adjustment to revenue when billed in a subsequent period. The second category, rental income, represents lease rental income from SJW Land Company tenants. The tenants pay monthly in accordance with lease agreements and SJW Group recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from SJW Group’s underlying asset. The third and fourth revenue categories are other balancing and memorandum accounts and alternative revenue programs. Both are scoped out of Topic 606 and are accounted for under FASB ASC Topic 980 - “Regulated Operations.” Balancing and memorandum accounts are recognized by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In addition, in the case of special revenue programs such as the Water Conservation Memorandum Account (“WCMA”), San Jose Water Company follows the requirements of ASC Topic 980-605-25, “Alternative Revenue Programs” in determining revenue recognition, including the requirement that such revenues will be collected within 24 months of the year-end in which the revenue is recorded. A reserve is recorded for amounts SJW Group estimates will not be collected within the 24-month period. This reserve is based on an estimate of actual usage over the recovery period, offset by applicable drought surcharges. In assessing the probability criteria for balancing and memorandum accounts between general rate cases, San Jose Water Company considers evidence that may exist prior to CPUC authorization that would satisfy ASC Topic 980 subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support, the balances are recorded in SJW Group’s financial statements.

2018.
New Accounting Pronouncements:
In February 2016,August 2018, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),ASU 2018-14, “Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20: “Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans,” which supersedesaims to improve the lease requirements in “Leases (Topic 840).”overall usefulness of disclosure to financial statement users and reduce unnecessary costs to companies when preparing defined benefit plan disclosures.  This ASU requires a lessee to recognize a right-of-use asset and a lease payment liability for most leases in the Consolidated Statement of Financial Position. ASU 2016-02 also makes some changes to lessor accounting and aligns with the new revenue recognition guidance. This ASU will beupdate is effective for the companySJW Group beginning in the first quarter of 2019 and earlierthe fiscal year ending December 31, 2021.  Retrospective adoption is permitted. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements of Topic 842, Leases”required and ASU 2018-11, “Leases (Topic 842): Targeted Improvements.” ASU 2018-11 provides companies another transition method by allowing entities to initially apply the new leases standard at theearly adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 also provides lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component. If a lessor makes that accounting policy election, it is required to account for the nonlease components together with the associated lease component as a single lease component and to provide certain disclosures. Lessees were already afforded a similar practical expedient in ASU 2016-02.permitted.  Management is currently evaluating the effect ASU 2016-02, 2018-10 and 2018-11that the new standard will have on its consolidated financial statements and related disclosures.

Results of Operations:
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.
See “Revenue” in Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the California drought and political and regulatory activities that have occurred in response to drought conditions.occurred.
Overview
SJW Group’s consolidated net income for the three months ended September 30, 2018March 31, 2019, was $15,788, a decrease$5,873, an increase of $3,752,$4,588, or approximately 19%357%, from $19,540$1,285 for the same period in 2017. SJW Group’s consolidated net income for the nine months ended September 30, 2018, was $29,944, a decrease of $11,955, or approximately 29%, from $41,899 for the same period in


2017.2018. The decreaseincrease in net income for the three months ended September 30, 2018,March 31, 2019, was primarily due to an increase in operating revenue as a result of higher rates and net recognition of certain balancing and memorandum accounts, a decrease in production expenses due to an increase in the use of available surface water, an increase in interest income earned on the proceeds from the equity offering in December 2018, and a decrease in costs incurred related to the proposed merger with CTWS, an increase in water production expenses due to higher usage and higher per unit costs for purchased water, groundwater extraction and energy charges, and higher depreciation expenses due to assets placed in service in 2017. The decrease in net income for the nine months ended September 30, 2018 was due to costs incurred related to the proposed merger with CTWS, an increase in water production expenses, sale of real estate properties in 2017 that did not recur in 2018, and higher depreciation expenses, partially offset by an increase in operating revenue. The increase in operating revenue was primarily due to an increase in cumulative water rate changes and higher usage, partially offset by a decrease in net recognition of certain balancing and memorandum accounts.CTWS.
Operating Revenue
Operating Revenue by SegmentOperating Revenue by Segment
Three months ended September 30, Nine months ended September 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Water Utility Services$123,412
 123,187
 $294,878
 291,415
$76,316
 73,701
Real Estate Services1,441
 1,391
 4,103
 4,281
1,366
 1,341
$124,853
 124,578
 $298,981
 295,696
$77,682
 75,042


The change in consolidated operating revenues was due to the following factors:
Three months ended
September 30,
2018 vs. 2017
 
Nine months ended
 September 30,
2018 vs. 2017
Three months ended
 March 31,
2019 vs. 2018
Increase/(decrease) Increase/(decrease)Increase/(decrease)
Water Utility Services:          
Consumption changes$(752) (1)% $7,359
 2 %$(3,853) (5)%
Increase in customers1,003
 1 % 1,795
  %800
 1 %
Rate increases3,123
 3 % 14,901
 5 %3,117
 4 %
Balancing and memorandum accounts:

   

  

  
WCMA195
  % (6,538) (2)%
Cost recovery recorded prior year(2,504) (2)% (4,179) (1)%
2016 WCMA revision to new customer classification
  % (1,371)  %
Tax Act(750) (1)% (6,661) (2)%
All other(90)  % (1,842) (1)%
Water Conservation Memorandum Account (“WCMA”)(808) (1)%
Cost of capital memorandum account1,156
 2 %
Tax memorandum account892
 1 %
Tax regulatory liability - Texas(93)  %
All others1,404
 2 %
Real Estate Services50
  % (179)  %25
  %
$275
  % $3,285
 1 %$2,640
 4 %
Operating Expense
Operating Expense by SegmentOperating Expense by Segment
Three months ended September 30, Nine months ended September 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Water Utility Services$88,853
 83,646
 $223,362
 207,731
$61,426
 62,589
Real Estate Services934
 875
 2,674
 2,765
891
 849
All Other9,238
 859
 16,987
 2,475
2,957
 4,273
$99,025
 85,380
 $243,023
 212,971
$65,274
 67,711
The change in consolidated operating expenses was due to the following factors:
Three months ended
September 30,
2018 vs. 2017
 
Nine months ended
September 30,
2018 vs. 2017
Three months ended
March 31,
2019 vs. 2018
Increase/(decrease) Increase/(decrease)Increase/(decrease)
Water production expenses:          
Change in surface water use$(1,039) (1)% $(5,678) (3)%$(4,265) (6)%
Change in usage and new customers338
  % 4,621
 2 %(2,365) (3)%
Purchased water and groundwater extraction charge and energy price increase4,915
 6 % 10,999
 5 %2,724
 4 %
Balancing and memorandum accounts cost recovery(2,366) (3)% (3,074) (1)%262
  %
Total water production expenses1,848
 2 % 6,868
 3 %(3,644) (5)%
Administrative and general964
 1 % 1,853
 1 %745
 1 %
Balance and memorandum account cost recovery(161)  % (484)  %(22)  %
Maintenance373
  % 1,045
  %(135)  %
Property taxes and other non-income taxes562
 1 % 1,072
 1 %262
  %
Depreciation and amortization1,617
 2 % 4,704
 2 %1,562
 2 %
Merger related expenses8,442
 10 % 14,994
 7 %(1,205) (2)%
$13,645
 16 % $30,052
 14 %$(2,437) (4)%
Sources of Water Supply
San Jose Water Company’s water supply consists of groundwater from wells, surface water from watershed run-off and diversion, reclaimed water, and imported water purchased from the Santa Clara Valley Water District (“SCVWD”) under the terms of a master contract with SCVWD expiring in 2051. Surface water is the least expensive source of water. Changes and variations in quantities from each of these sources affect the overall mix of the water supply, thereby affecting the cost of the water supply. In addition, the water rate for purchased water and the groundwater extraction charge may be increased by the SCVWD at any time. If an increase occurs, then San Jose Water Company would file an advice letter with the CPUC seeking authorization to increase revenues to offset the cost increase.


CLWSC’s water supply consists of groundwater from wells and purchased treated and untreated raw water from the Guadalupe-Blanco River Authority (“GBRA”).local water agencies. CLWSC has long-term agreements with the GBRA,Guadalupe-Blanco River Authority (“GBRA”), which expire in 2037, 2040, 2044 and 2050. The agreements, which are take-or-pay contracts, provide CLWSC with an aggregate of 6,900 acre-feet of water per year from Canyon Lake at prices that may be adjusted periodically by GBRA. Production CLWSC also has raw water supply agreements with the Lower Colorado River Authority (“LCRA”) and West Travis Public Utility Agency (“WTPUA”) expiring in 2053 and 2046, respectively, to provide for 250 acre-feet of water per year from Lake Austin and the Colorado River, respectively, at prices that may be adjusted periodically by the agencies. Production wells located in a Comal Trinity Groundwater Conservation District, a regulated portion of the Trinity aquifer, are required to submitcharged a groundwater pump tax based upon usage.
The following table presents the change in sources of water supply, in million gallons, for Water Utility Services:
Three months ended September 30, 
Increase/
(decrease)
 % of Total Change Nine months ended September 30, 
Increase/
(decrease)
 % of Total ChangeThree months ended March 31, 
Increase/
(decrease)
 % of Total Change
2018 2017 2018 2017 2019 2018 
Purchased water8,334
 7,911
 423
 3 % 18,592
 17,941
 651
 2 %3,162
 3,856
 (694) (10)%
Groundwater3,922
 4,582
 (660) (5)% 9,574
 10,479
 (905) (3)%1,832
 2,778
 (946) (13)%
Surface water339
 87
 252
 2 % 2,043
 563
 1,480
 5 %1,577
 537
 1,040
 14 %
Reclaimed water325
 233
 92
 1 % 576
 454
 122
  %45
 70
 (25)  %
12,920
 12,813
 107
 1 % 30,785
 29,437
 1,348
 4 %6,616
 7,241
 (625) (9)%
The changes in the source of supply mix were consistent with the changes in the water production expenses.
Unaccounted-for water on a 12-month-to-date basis for September 30,March 31, 2019, and 2018 approximated 7.3% and 2017 approximated 7.8% and 8.7%7.6%, respectively, as a percentage of total production. The decrease in unaccounted-for water estimate is primarily due to higher waterbased on the results of past experience and the impact of flows through the system, from reduced conservation activities, combined withpartially offset by Water Utility Services’ main replacements and lost water reduction programs.
Water Production Expenses
The increasedecrease in water production expenses for the three and nine months ended September 30, 2018,March 31, 2019, compared to the same periods in 2017,2018, was primarily attributable to an increaseincreased use of surface water and a decrease in customer usage, andpartially offset by higher per unit costs for purchased water, groundwater extraction and energy charges partially offset by an increased use of surface water and cost-recovery balancing and


memorandum accounts. Effective both July 1, 2017 and July 1, 2018, SCVWD increased the unit price of purchased water by approximately 9% and the groundwater extraction charge by approximately 10%.
Other Operating Expenses
Operating expenses, excluding water production expenses, increased $11,797$1,207 for the three months ended September 30, 2018,March 31, 2019, compared to the same period in 2017.2018. The increase was primarily attributable to an increase of $8,442 in merger related expenses incurred in connection with the company’s proposed merger with CTWS, an increase of $1,617$1,562 in depreciation and amortization expense due to increases in utility plant, an increase of $964$723 in administrative and general expenses primarily due to increases in uninsured losses, annual wage increases and rate case filing expenses,contracted work, and an increase in property and other non-income taxes of $562$262 primarily due to an increase in utility plant additions and annual assessments, and an increase of $373 in maintenance expenses due to annual wage increases.assessments. These increases were offset partially by $161a decrease of balancing and memorandum account cost recoveries.
Operating expenses, excluding water production expenses, increased $23,184 for the nine months ended September 30, 2018, compared to the same period in 2017. The increase was primarily attributable to an increase of $14,994$1,205 in merger related expenses incurred in connection with the company’s proposed merger with CTWS, an increase of $4,704 in depreciation and amortization expense due to increases in utility plant, an increase of $1,853 in administrative and general expenses primarily due to increases in the cost of capital and rate case filing expenses and group insurance costs, an increase in property and other non-income taxes of $1,072 primarily due to an increase in utility plant additions and annual assessments, and an increase of $1,045 in maintenance expenses due to annual wage increases and paving costs as a result of increased leak repairs. These increases were offset partially by $484 of balancing and memorandum account cost recoveries.CTWS.
Other (Expense) Income
For the three months ended September 30, 2018,March 31, 2019, compared to the same period in 2017,2018, the change in other (expense) income was primarily due to the $191 pre-tax gain$1,832 interest income earned on sale of California Water Service Group stockthe invested proceeds from the equity offering in the current year.
For the nine months ended September 30, 2018, compared to the same period in 2017, the change in other (expense) income was primarily due to the $6,903 pre-tax gain on sale of the 444 West Santa Clara Street, L.P.’s properties and undeveloped land in the prior year.December 2018.
Provision for Income Taxes
For the three months and nine months ended September 30, 2018,March 31, 2019, compared to the same period in 2017,2018, income tax expense decreased $9,420 and $19,464, respectively.increased $2,625. The decreaseincrease in income tax expense is primarily due to a lower tax rate and lowerhigher pre-tax income. The effective consolidated income tax rate was 21%rates were 26% and 41%(82%) for the three months ended September 30,March 31, 2019, and 2018, and 2017, respectively, and 20% and 38% for the nine months ended September 30, 2018, and 2017, respectively. The federal statutory incomenegative effective tax rate decreased from 35% to 21% effective January 1, 2018 thus reducing the income tax expense and the effective consolidated income tax rate in 2018. The estimated reversal of excess deferred taxes for the regulated entity San Jose Water Company also contributed to the decrease in the effective consolidated income tax rate in 2018. The benefit of the reversal of excess deferred taxes for the year 2018 is expected to flow back to the customers through the tax memorandum account.
The CPUC has directed San Jose Water Company to establish a memorandum account to capture all of the impacts of the Tax Act including the benefit of the reduction in the federal statutory income tax rate from 35% to 21% on its regulated revenue requirement. The PUCT has directed water utilities to record as a regulatory liability the difference between the revenue collected under existing rates and the revenue that would have been collected had the existing rates been set using the new federal statutory income tax rate. The benefits associated with regulatory activities is expected to flow back to customers as directed by the CPUC and PUCT, with no impact to net income. With the CPUC approval of Advice Letter No. 522A, the benefit of the reduction in the federal statutory income tax rate from 35% to 21% was reflected in customer bills effective July 1, 2018. The other impacts of the Tax Act will continue to be recorded in the tax memorandum account. Accordingly, San Jose Water Company recorded $459 and $5,955 liability in the tax memorandum account for the three and nine months ended September 30,March 31, 2018 respectively. CLWSC refundedwas due to recognition of excess tax benefits of $747 relating to stock-based compensation. In comparison, the accrued amountsexcess tax benefits recognized for the period January 25, 2018, through April 30, 2018, in the second quarter of 2018. The Federal Tax Cut Credit will continue to be reflected separately on customer bills each month starting from May 1, 2018 until the implementation of new rates resulting from the next rate case.three months ended March 31, 2019, was $52.
SJW Group expects the regulators and the Internal Revenue Service to issue guidance in future periods that will determine the final disposition of the excess deferred taxes and other impacts of the Tax Act. At this time, the Companycompany has applied a reasonable interpretation of the Tax Act, although future clarification of the Tax Act and regulatory decisions may change the amounts estimated.


On August 15, 2018, SJW Group received notification that the Texas Comptroller of Public Accounts completed its audit of Texas Franchise Tax Report for the report year 2015 and has no changes as per the audit.
Other Comprehensive Income (Loss)
The change in other comprehensive income (loss) for the three and nine months ended September 30, 2018, compared to the same period in 2017 was due to a change in accounting for the fair value for the company’s investment in California Water Service Group as a result of the adoption of ASU 2016-01, “Financial Instruments - Overall” effective January 1, 2018.
Water Supply
On OctoberApril 1, 2018,2019, SCVWD’s 10 reservoirs were approximately 33%63% of total capacity with 55,399105,568 acre-feet of water in storage, which is 68%96% of the twenty-year average for this date. As reported by the SCVWD, there was no measurable14.2 inches of rainfall in San Jose during the current annual rainfall season that commenced on July 1, 2018. Rainfall at San Jose Water Company’s Lake Elsman was measured at zero57.54 inches during the current rainfall season. Under normal hydrologic conditions, state and federal water allocations represent approximately 40% of the SCVWD’s total annual water supply. As of OctoberApril 1, 2018,2019, the SCVWD reported that allocations from the state and federal water project are approximately 35%70% and 75%80%, respectively, of amounts requested in 2018.2019. SCVWD also reported that the managed groundwater recharge from January to SeptemberMarch in the Santa Clara Plain was 157%104% of the five-year average. The groundwater level in the Santa Clara Plain is approximately 24 feet lower than a year ago in SeptemberMarch and 2220 feet higher than the five-year average. According to SCVWD, the projected total groundwater storage at the end of 20182019 is expected to fall within the normal stage of the SCVWD’s Water Shortage Contingency Plan.
On OctoberApril 1, 2018,2019, San Jose Water Company’s Lake Elsman contained 3,1496,221 acre-feet of water, of which approximately 2,6895,761 acre-feet can be utilized for treatment. Local surface water is a less costly source of water than groundwater or purchased water and its availability significantly impacts San Jose Water Company’s results of operations. San Jose Water Company will utilize surface water and additional water from its portfolio of groundwater supplies to supplement imported water from the SCVWD. Production from the Montevina Surface Water Treatment Plant in the thirdfirst quarter was impacted by the Ostwald Intake pipeline replacement project. The temporary bypass pipeline limited the intake to 31,466 million gallons, per day for the 10 week durationwhich is 339% of the project.five-year average. San Jose Water Company’s smaller Saratoga Water Treatment Plant was taken out of service atproduced 111 million gallons in the endfirst quarter, which is 143% of the second quarter due to lack of run-off from Saratoga Creek and remains offline.five-year average. San Jose Water Company believes that its various water supply sources will be sufficient to meet customer demand through the remainder of 2018.2019.
See Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the California drought and ongoing political and regulatory activities related to conservation.
SJW Group and San Jose Water Company provideprovides additional information on theirits web sitessite, www.sjwater.com, relating to ongoing water conservation measures taken or to be taken in response to the recent drought conditions in California, including information on customer water usage.  The web sites are accessible at www.sjwater.com and www.sjwgroup.com. SJW GroupSan Jose Water Company intends to update the web sitessite as appropriate during the period in which the water shortage contingency plan of SCVWD remainsuse restrictions and calls for conservation from state and local authorities remain in effect.  The information on our web sites is not a part of and should not be considered incorporated by reference into this Form 10-Q.
CLWSC’s water supply consists of groundwater from wells and purchased treated and untreated raw water from the GBRA. CLWSC has long-term agreements with the GBRA, which expire in 2037, 2040, 2044 and 2050. The agreements, which are take-or-pay contracts, provide CLWSC with an aggregate of 6,900 acre-feet of water per year from Canyon Lake at prices that may be adjusted periodically by GBRA.  
CLWSC entered Stage 1 drought restrictions June 1, 2018, due to increasing demands on the system mainly attributable to landscape irrigation. Much of south central Texas including Comal County has seen below normal rainfall for the past few months. Most neighboring utilities including the major utilities of San Antonio Water Systems and New Braunfels had already implemented Stage 1 restrictions in late May of 2018. Dry conditions and higher temperatures are expected to continue. CLWSC fully expects to meet customer demands in 2018 by implementing drought stages as needed and moving forward with system improvements.
Regulation and Rates
Almost all of the operating revenue of San Jose Water Company results from the sale of water at rates authorized by the CPUC. The CPUC sets rates that are intended to provide revenue sufficient to recover operating expenses and the opportunity to achieve a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.
See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the regulatory activities that have occurred during the year.



quarter.
Liquidity:
Cash Flow from Operating Activities
During the ninethree months ended September 30, 2018,March 31, 2019, SJW Group generated cash flows from operations of approximately $73,700,$25,200, compared to $88,000$22,600 for the same period in 2017.2018. Cash flow from operations is primarily generated by net income from revenue producing activities, adjusted for non-cash expenses for depreciation and amortization, deferred income taxes, gains or losses on the sale of assets, and changes in working capital items. Cash flow from operations decreasedincreased by approximately $14,300.$2,600. This decreaseincrease was the result of a combination of the following factors: (1) net income adjusted for non-cash items increased by $6,200, (2) increase in net payments of taxes payable by $2,400, (3) a decreasegeneral working capital increase of $200, offset by (4) increase in the collection of the balancing and memorandum accounts of $4,300, (2) a decreasepayments in accrued groundwater extraction charges, purchased water and power of $2,400, (3) decrease in net collection of taxes receivable by $1,800, (3) net income adjusted for non-cash items decreased by $8,700, offset by (4) a general working capital$4,000, and (5) an increase of $2,900.$2,200 in other changes, net related to the service charge refund to customers.
As of September 30, 2018,March 31, 2019, Water Utility Services’ write-offs for uncollectible accounts represent less than 1% of its total revenue, unchanged from September 30, 2017.March 31, 2018. Management believes it will continue to collect its accounts receivable balances at its historical collection rate.
In connection with the proposed merger with CTWS, the companySJW Group incurred professional fees of approximately $8,442 and $14,994$2,601 for the three and nine months ended September 30, 2018.March 31, 2019. SJW Group anticipates incurring additional merger related feesexpenses through the anticipated close of the transaction in the first quarter of 2019 which will negatively impact operating cash flows.
Cash Flow from Investing Activities
During the ninethree months ended September 30, 2018,March 31, 2019, SJW Group used cash flows in investing activities of approximately $106,000,$34,400, compared to $95,500$31,600 for the same period in 2017.2018. SJW Group used approximately: (1) $97,800$29,600 of cash for company-funded capital expenditures, (2) $5,900$3,300 for developer-funded capital expenditures, and (3) $3,800$1,500 in utility plant retirement costs, (4) $2,500 in payments for business/asset acquisition, and (5) $100 for additions to nonutility property, offset by (6) $4,100 proceeds from the sale of California Water Service Group stock.costs.


Water Utility Services’ budgeted capital expenditures for 2018,2019, exclusive of capital expenditures financed by customer contributions and advances, are approximately $120,000.$131,000. As of September 30, 2018,March 31, 2019, approximately $97,800$29,600 or 82%23% of the $120,000$131,000 has been spent.
Water Utility Services’ capital expenditures are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations. Over the next five years, Water Utility Services expects to incur approximately $760,820$699,228 in capital expenditures, which includes replacement of pipes and mains, and maintaining water systems. A significant portion of this amount is subject to future CPUC and PUCT approval. Capital expenditures have the effect of increasing utility plant rate base on which Water Utility Services earns a return. Water Utility Services actual capital expenditures may vary from their projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies, and general economic conditions. Total additions to utility plant normally exceed Company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.
A substantial portion of San Jose Water Company’s distribution system was constructed during the period from 1945 to 1980. Expenditure levels for renewal and modernization of this part of the system will grow as these components reach the end of their useful lives. In most cases, the replacement cost will significantly exceed the original installation cost of the retired assets due to increases in the costs of goods and services and increased regulation.
Cash Flow from Financing Activities
Net cash provided by financing activities for the ninethree months ended September 30, 2018, increasedMarch 31, 2019, decreased by approximately $48,100$15 from the same period in the prior year, primarily as a result of (1) an increasea decrease in net borrowings on our lines of credit of $52,200,$82,000, (2) a decrease of $2,700 for payments on long-term borrowings, and (3) a decrease of $1,900 in payments made to noncontrolling interest, offset by (4) a $3,900$2,800 increase in dividends paid, (5) anoffset by (3) net proceeds of $79,800 from new long-term debt, (4) $2,700 increase of $3,200 in net other changes for equity plan payments, broker fee payments, and incurred costs related to future common stock issuance activity, and (6) decrease of $1,600 in netcash receipts offrom advances and contributions in aid of construction.

construction, and (5) an increase in proceeds from other changes, net of $2,300 primarily due to less taxes paid related to net share settlement of stock-based compensation awards.
Sources of Capital:
San Jose Water Company’s ability to finance future construction programs and sustain dividend payments depends on its ability to maintain or increase internally generated funds and attract external financing. The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.


San Jose Water Company’s financing activity is designed to achieve a capital structure consistent with regulatory guidelines of approximately 47% debt and 53% equity. As of September 30, 2018,March 31, 2019, San Jose Water Company’s funded debt and equity were approximately 45%49% and 55%51%, respectively.
Funding for San Jose Water Company’s future capital expenditure program is expected to be provided primarily through internally-generated funds, the issuance of new long-term debt, the issuance of equity securities, all of which will be consistent with the regulator’sregulator guidelines.
San Jose Water Company’s unsecured senior note agreements generally have terms and conditions that restrict San Jose Water Company from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period would be less than 175% of interest charges. San Jose Water Company was not restricted from issuing future indebtedness as a result of these terms and conditions at September 30, 2018.March 31, 2019.
On March 28, 2019, San Jose Water Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain affiliates of MetLife, Inc., Brighthouse Financial, Inc. and New York Life Insurance (collectively the “Purchasers”), pursuant to which the company sold an aggregate principal amount of $80,000 of its 4.29% Senior Notes, Series M (the “Notes”) to the Purchasers. The Notes are unsecured obligations of San Jose Water Company, due on April 1, 2049. Interest is payable semi-annually in arrears on April 1st and October 1st of each year. The Note Purchase Agreement contains customary affirmative and negative covenants for as long as the Notes are outstanding. The Notes are also subject to customary events of default, the occurrence of which may result in all of the Notes then outstanding becoming immediately due and payable. The closing occurred simultaneously with the signing of the Note Purchase Agreement. As of March 31, 2019, San Jose Water Company was in compliance with all such covenants.
SJW Group’s unsecured senior note agreement has terms and conditions that restrict SJW Group from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Group becomes less than $175,000 plus 30% of Water Utility Services cumulative net income, since June 30, 2011. SJW Group was not restricted from issuing future indebtedness as a result of these terms and conditions at September 30, 2018.March 31, 2019.
San Jose Water Company’s loan agreements with the California Pollution Control Financing Authority contain affirmative and negative covenants customary for loan agreements relating to revenue bonds, including, among other things, complying with certain disclosure obligations and covenants relating to the tax exempt status of the interest on the bonds and limitations and


prohibitions relating to the transfer of the projects funded by the loan proceeds and the assignment of the loan agreement. As of September 30, 2018,March 31, 2019, San Jose Water Company was in compliance with all such covenants.
SJWTX, Inc.’s unsecured senior note agreement has terms and conditions that restrict SJWTX, Inc. from issuing additional funded debt if: (1) the funded debt would exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period would be less than 175% of interest charges. In addition, SJW Group is a guarantor of SJWTX, Inc.’s senior note which has terms and conditions that restrict SJW Group from issuing additional funded debt if: (1) the funded consolidated debt would exceed 66-2/3% of total capitalization, and (2) the minimum net worth of SJW Group becomes less than $125,000 plus 30% of Water Utility Services cumulative net income, since December 31, 2005. As of September 30, 2018,March 31, 2019, SJWTX, Inc. and SJW Group were not restricted from issuing future indebtedness as a result of these terms and conditions.
As of September 30, 2018,March 31, 2019, SJW Group and its subsidiaries had unsecured bank lines of credit, allowing aggregate short-term borrowings of up to $145,000, of which $15,000 was available to SJW Group and SJW Land Company under a single line of credit, $5,000 was available to SJWTX, Inc. under a second line of credit, and $125,000 was available to San Jose Water Company under a third line of credit. At September 30, 2018,March 31, 2019, SJW Group and its subsidiaries had available unused short-term bank lines of credit totaling $69,000.$113,000. These lines of credit bear interest at variable rates and expire on June 1, 2021. During 2018,2019, the cost of borrowing on SJW Group’s short-term credit facilities has averaged 2.81%3.46%. The SJW Group and SJWTX, Inc. unsecured bank lines of credit have the following affirmative covenants calculated with the financial statements of SJW Group, on a consolidated basis: (1) the funded debt cannot exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period cannot be less than 175% of interest charges. As of September 30, 2018,March 31, 2019, SJW Group and SJWTX, Inc. were in compliance with all covenants. San Jose Water Company’s unsecured bank line of credit has the following affirmative covenants: (1) the funded debt cannot exceed 66-2/3% of total capitalization, and (2) net income available for interest charges for the trailing 12-month-calendar period cannot be less than 175% of interest charges. As of September 30, 2018,March 31, 2019, San Jose Water Company was in compliance with all covenants.
SJW Group received net proceeds of approximately $358,256 from the sale of 6,750,500 shares common stock in a public offering pursuant to an effective shelf registration in December 2018 and received net proceeds of approximately $53,738 from the sale of an additional 1,012,500 shares of common stock, in each case after deducting the underwriting discounts and commissions and estimated offering expenses payable by SJW Group. SJW intends to use the net proceeds from the offering, together with the net proceeds from new debt financing in 2019, to finance the Merger and to pay related fees and expenses. Pending such use, we may invest the net offering proceeds in investment-grade securities, money-market funds, bank deposit accounts or similar short-term investments. To date, the company has invested the net proceeds temporarily in a short-term money market fund. These investments may not yield a favorable return to our investors. If for any reason the Merger does not close, then SJW Group intends to use the proceeds from the offering for general corporate purposes, which may include acquisitions, share repurchases or debt repayment. SJW Group does not have any obligation to repurchase any or all of its shares of common stock sold in the offering even if the Merger is not completed.
Funding for SJW Group’s proposed all-cash merger with CTWS is expected to be provided through equity and/or debt financing, existing cash balances and cash flow from operations. In addition, SJW Group has received a financing commitment letter from lenders, including JPMorgan Chase Bank, N.A., Barclays Bank PLC, Royal Bank of Canada and UBS AG, Stamford Branch to provide a senior unsecured bridge loan facility of up to $975 million in the event that SJW Group is unable to secure other financing for the merger at or prior to the time the merger is completed; however, such commitments include customary conditions to funding. There is no guarantee that all of theses funding conditions will be satisfied for funding to occur. Subsequent to the net proceeds received by SJW Group from the public offering of common stock in 2018, the facility commitment was reduced to $563 million.



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



ITEM 4.
 CONTROLS AND PROCEDURES
SJW Group’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of SJW Group’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Group’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Group in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. SJW Group believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
There has been no change in internal control over financial reporting during the thirdfirst fiscal quarter of 20182019 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Group.

PART II. OTHER INFORMATION
 
ITEM 1.LEGAL PROCEEDINGS
Class Action Suits Related to the Merger
On June 14, 2018, certain shareholders of CTWS filed two nearly identical class-action complaints in Connecticut state court against the CTWS board of directors, SJW Group, Eric W. Thornburg, Chairman, President and Chief Executive Officer of SJW Group, and CTWS. The complaints, as amended on September 18, 2018 and September 20, 2018, allege that the CTWS board breached its fiduciary duties in connection with the Merger, that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information and that SJW Group and Mr. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the actions seek to recover rescissory and other damages and attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit and intends to vigorously defend this litigation. At thisThe parties to the lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle the lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. On November 20, 2018, the plaintiffs filed an opening brief in support of their fee application. The stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay is to continue until May 29, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time as the transaction closes. SJW Group cannot determinehas determined that the likelihood that liability exists on the part of SJW Group or Mr. Thornburg and we are unableloss related to provide a reasonable estimate of potential loss, if any.these class-action complaints is remote.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, certain shareholders of CTWS filed two complaints, one individually and the other as a putative class action, in the United States District Court for the District of Connecticut against CTWS and the CTWS board of directors and the Merger.directors. The complaints allege that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Section 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the actions seek an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Section 14(a) and/or 20(a) of the Securities Exchange Act of 1934, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. SJW Group believes the claims in these complaints are without merit. CTWS has entered into an agreement in principle to settle and release all claims that were or could have been alleged by the plaintiffs. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain additional disclosures, which CTWS included in the definitive proxy statement in connection with the Merger.
Billing Practice OII with CPUC
On September 14, 2018, the CPUC issued OII No. 18-09-003 to which San Jose Water Company was named as Respondent. The OII will determine whether the company unlawfully overcharged customers over a 30-year period by failing to pro-rate service charges when increases occurred during a billing period, and whether the company double-billed service charges during one billing period when allegedly switching from billing such charges in advance to billing in arrears. By a decision adopted November 29, 2018, in San Jose Water Company’s then-pending GRC, the CPUC approved a settlement to resolve the alleged overcharging issue for the period since June 2011 by requiring refunds to customers totaling $2.02 million. That amount was


refunded to customers pursuant to San Jose Water Company’s Advice Letter No. 530, effective February 8, 2019. See discussion on the matter in Note 9, “Regulatory Rate Filings.” The CPUC investigation pursuant to OII No. 18-09-003 may result in liability for San Jose Water Company in addition to the $2.02 million credited to customers pursuant to the CPUC’s November 29, 2018 decision. Such additional liability could result from a possible CPUC requirement that refunds or penalties be paid based on alleged over-billing prior to June 1, 2011. SJW Group is not able to make a reasonable estimate of the additional potential loss amount, if any, at this time.
SJW Group is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Group or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Group’s business, financial position, results of operations or cash flows.



ITEM 1A.RISK FACTORS
The following discusses certain risk factors relating to the proposed merger with CTWS and does not include all of the risk factors associated with the proposed merger and the combined company after the proposed merger. In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in SJW Group’s Form 10-K for the year ended December 31, 2017, SJW Group’s Form 10-Q for the quarter ended June 30, 2018 and our other public filings, which could materially affect our business, financial condition or future results. Other than the risk factorfactors listed and referenced below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in SJW Group’s Form 10-K for the year ended December 31, 2017.2018.
Our proposed merger with CTWS is subjectRisks Related to the Merger
We may not be able to obtain the necessary regulatory approvals to complete the Merger, and even if such approval of the shareholders of CTWS, and to the receipt of approvals fromis obtained, regulatory authorities that may impose conditions that could have an adverse effect on SJW Group or, if not obtained, could prevent completion of the proposed merger.us.
Completion of the proposed mergerMerger is contingent upon, among other things, the receipt of all required regulatory approvals, including the approvals of the Connecticut Public Utilities Regulatory AuthorityPURA and the MPUC. On December 3, 2018, PURA issued a proposed final decision denying the joint application by SJW Group and CTWS for the approval of the Merger. On January 9, 2019, SJW Group and CTWS withdrew our application before PURA and, on January 11, 2019, PURA closed the docket without issuing a final decision. On January 23, 2019, the Maine Public Utilities Commission.Water Company, a wholly-owned subsidiary of CTWS, filed notice of its intent to voluntarily withdraw its application without prejudice, reserving the right to refile at a later date. On April 3, 2019, SJW Group and CTWS filed a new application with PURA for approval of the proposed Merger. We expect to incur additional expenses in connection with the new applications. We also anticipate a delay in the completion of the Merger as a result of the additional time required for PURA and MPUC to review and issue a decision on the new applications. Furthermore, there is no guarantee that PURA and MPUC will approve any new application on a timely basis or at all, and failure to obtain approval would prevent the completion of the Merger. Any uncertainty, delay or denial of regulatory approval for the Merger could adversely affect our business, financial condition and the price of our stock.
TheEven if we are able to obtain the necessary regulatory approvals for the Merger, the terms and conditions of such approvals may impose requirements, limitations or costs, or place restrictions on the conduct of the combined company’s business. The merger agreement may require SJW GroupWe and/or CTWS may be required to comply with conditions imposed by regulatory entities and, in connection with the Merger, though the Merger Agreement provides for certain circumstances,limitations with respect to the actions that either company may refuseis required to close the proposed merger on the basis oftake in connection with such regulatory conditions imposed.conditions. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions or that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the proposed mergerMerger or imposing additional material costs on or materially limiting the revenues and profitability of the combined company following the proposed merger.Merger. Additionally, neither SJW Group nor CTWS canwe cannot provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonmentfailure of the proposed merger,conditions to the Merger being satisfied, the Merger being delayed or abandoned, or the consummation of the proposed mergerMerger on terms different than those contemplated by the merger agreement. In addition,Merger Agreement.
Failure to complete the proposed merger requiresMerger as currently contemplated or at all could negatively impact our stock price, business operations and financial results.
Completion of the Merger is not assured and is subject to risks, including risks that approval by the shareholders of CTWS, and there is no guarantee that such approval will be obtained. If the shareholders of CTWS do not approve the proposed merger, the proposed mergergovernmental entities will not be completed, which will have an adverse effect on SJW Group’s stock price and financial conditions.
The CPUC has initiated an investigation into the proposed merger, which may cause delays inobtained or otherwise adversely affect completion of the merger.
The CPUC at its July 12, 2018 meeting approved an Order Instituting Investigation (“OII”) into our proposed merger with CTWS. The order includes investigating the CPUC’s authority over the proposed merger, whether the proposed merger is in the public interest, whether the proposed merger would preserve the CPUC’s jurisdiction over San Jose Water Company and the CPUC’s capacity to effectively regulate utility operations in the State of California, the effect of the proposed merger on SJW Group’s and CTWS’s employees, shareholders, subscribers, communities in which they operate and the State of California, whether the benefits likely exceed any detrimental effects of the proposed merger, and whether the CPUC should considerthat certain other closing conditions or mitigation measures to prevent any adverse consequences which may result from the proposed merger, and if so, what should be those conditions or measures. The order states that the CPUC plans to substantially complete the inquiry in a manner sufficiently timely to allow the merger to go forward by the end of 2018, if appropriate. SJW Group is unable to predict what action, if any, the CPUC will take with respect to the proposed merger upon the conclusion of the OII and, therefore, no assurance can be given that such action will not introduce additional costs or cause delays with respect to the proposed merger. In the event that merger agreement is terminated by either SJW Group or CTWS on the grounds that the closing condition providing for the absence of a legal restraint is not satisfied and the legal restraint giving rise to such non-satisfaction arises from, is issued by or is in connection with the CPUC or the CPUC restraint closing condition is not satisfied, then SJW Group will be required to reimburse CTWS’s expenses up to $5 million.
If SJW Group is unable to secure financing sufficient to cover the cash consideration for the merger, the merger will not be completed.
SJW Group intends to financesatisfied. If the proposed merger with equity and/Merger is not completed, or debt financing, existing cash balancesis completed on different terms than as contemplated by the Merger Agreement, our ongoing businesses, financial results and cash flow from operations,stock price may be adversely affected and there is no guarantee that SJW Groupwe will be ablesubject to secure such financingseveral risks, including the following:
having to complete the merger. In addition, SJW Group has received a financing commitment letter from lenders, including JPMorgan Chase Bank, N.A., Barclays Bank PLC, Royal Bank of Canada and UBS AG, Stamford Branch to provide a senior unsecured bridge loan facility of up to $975 million in the event that SJW Group is unable to secure other financing for the merger at or priorpay certain significant costs relating to the timeMerger without receiving the merger is completed. However, such commitments include customary conditions to funding, including, without limitation:
closingbenefits of the proposed bridge loan facility on or beforeMerger, including, in certain circumstances, payment of a specified expiration date;termination fee and an expense reimbursement;
no fact, circumstance, effect, change, event or development that would reasonably be expected to cause material adverse effect on CTWS;the potential loss of key personnel during the pendency of the Merger as employees may experience uncertainty about their future roles with the combined company;


reputational harm due to the executionadverse public perception of any failure to successfully complete the Merger;
our management having focused on the Merger instead of on conducting its day-to-day business and deliveryoperational matters and pursuing other opportunities that could have been beneficial to us; and
if the Merger is not completed, we are not obligated to repurchase any or all of definitive documentationthe shares issued in our recent equity offering and customary closing documents;such shares may remain outstanding, which could negatively impact our stock price.
Any delay in the completion of the merger in accordance withMerger, any uncertainty about the terms and conditionscompletion of the merger agreement;
no amendmentsMerger on terms other than those contemplated by the Merger Agreement and any failure to complete the merger agreements that materialMerger could adversely affect lenders without consent of the lenders;
the payment of required fees and expenses in accordance with the financing commitment letter;
the delivery of certain financial statements in accordance with the financing commitment letter; and
a fifteen consecutive business day marketing period to secure financing.
There is no guarantee that all of these closing conditions will be satisfied for funding to occur. In the event that the proposed bridge loan facility is not available, the merger agreement requires that SJW Group obtain substitute financing, which may not be available on acceptable terms, in a timely manner or at all. If SJW Group is not able to obtain substitute financing to consummate the merger, SJW Group could be in breach of the merger agreement and may be required to pay significant damages to CTWS or be compelled to specifically perform our obligations to consummate the merger, which will have an adverse effect on our business, financial conditionsresults and stock price.
SJW Group will take on substantial additional indebtedness to finance the merger, which will decrease SJW Group’s business flexibility and increase its borrowing costs.
If SJW Group finances the proposed merger with debt financing, SJW Group will increase its indebtedness substantially as compared to its indebtedness prior to the merger (up to by approximately $975 million if the merger is fully debt financed), and will have indebtedness that will be substantially greater than its indebtedness prior to the merger. Any financial covenants agreed to by SJW Group in connection with such indebtedness and the increased indebtedness and higher debt-to-equity ratio of SJW Group in comparison to that of SJW Group on a recent historical basis will have the effect, among other things, of reducing the flexibility of SJW Group to respond to changing business and economic conditions and increasing borrowing costs. In addition, the actual terms and conditions of such indebtedness may not be favorable to SJW Group, and as such, could further increase the cost of the acquisition of CTWS, as well as the overall burden of such indebtedness upon SJW Group and SJW Group’s business flexibility. Unfavorable debt financing terms may also adversely affect SJW Group’s financial results.
Any delay in completing the proposed mergerMerger may reduce or eliminate the benefits to be achieved thereunder.
In addition to the required regulatory clearances, the proposed mergerMerger is subject to a number of other conditions beyond SJW Group’sour control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the proposed mergerMerger for a significant period of time or prevent it from occurring. Any delay in completing the proposed mergerMerger could cause the combined company to not realize, or to be delayed in realizing, some or all of the benefits expected to result from elimination of duplicative public company and other related costs that we expect to achieve if the proposed mergerMerger is successfully completed within its expected time frame.
FailureThe CPUC has initiated an investigation into the Merger, which may cause delays in or otherwise adversely affect the Merger, and we may be required to consummate the Merger prior to the CPUC’s issuance of an order with respect to its investigation.
The CPUC at its July 12, 2018 meeting approved an OII into the Merger. The order includes investigating the CPUC’s authority over the Merger, whether the Merger is in the public interest; whether the Merger would preserve the CPUC’s jurisdiction over San Jose Water Company and the CPUC’s capacity to effectively regulate utility operations in the State of California; the effect of the Merger on our and CTWS’s employees, shareholders, customers and communities in which they operate and the State of California; whether the benefits likely exceed any detrimental effects of the Merger; and whether the CPUC should consider conditions or mitigation measures to prevent any adverse consequences which may result from the Merger, and if so, what should be those conditions or measures. The order had stated that the CPUC planned to substantially complete the inquiry in a manner sufficiently timely to allow the Merger to go forward by the end of 2018, if appropriate. However, as a result of unexpected delays in the CPUC’s scheduling of a planned public participation hearing, which was held January 31, 2019, issuance of a proposed mergerdecision was delayed. On March 4, 2019, the presiding administrative law judge suspended the CPUC investigation until there has been a final decision by PURA.
We are unable to predict what action, if any, the CPUC will take with respect to the Merger upon the conclusion of the OII proceeding and, therefore, no assurance can be given that such action will not delay or prevent completion of the Merger or impose costs on us, which costs may be material and may negate some or all of the benefits that we expect as currently contemplateda result of the Merger. If we or at all could negatively impactCTWS terminate the stock prices, business operationsMerger Agreement on the grounds that a legal restraint prevents completion of the Merger, and financial results of SJW Group.such restraint arises from, is issued by or is in connection with the CPUC, or the CPUC has imposed terms or conditions in connection with the Merger that would reasonably be expected to have a material adverse effect on the combined company, then we will be required to reimburse CTWS’s expenses up to $5 million.
Completion of the proposed mergerCPUC’s investigation is not assured and is subjecta condition to risks, including the risks that approvalconsummation of the transactions by shareholders of CTWS or by governmental entities will notMerger. Based on the CPUC’s current scheduling, it is unlikely that its investigation would be obtained or that certain other closing conditions will not be satisfied. Ifcompleted prior to the proposed merger is not completed, or is completed on different terms than as contemplated by the merger agreement, the ongoing businesses and financial results of SJW Groupfinal PURA decision. Accordingly, we may be adversely affected and SJW Group willrequired to consummate the Merger prior to the CPUC’s issuance of an order with respect to its investigation. In such a circumstance, we may nevertheless be subject to several risks, including the following:
havingany terms and conditions imposed on us by such an order and to pay certain significantany additional costs relating to the proposed merger without receivingassociated therewith. Such costs may be material and may negate some or all of the benefits that we expect as a result of the proposed merger, including, in certain circumstances, payment of a termination fee and an expense reimbursement;
the potential loss of key personnel during the pendency of the proposed merger as employees may experience uncertainty about their future roles with the combined company;
reputational harm due to the adverse public perception of any failure to successfully complete the proposed merger;
having been subject to certain restrictions on the conduct of its businesses, in the case of SJW Group, which may have prevented SJW Group from soliciting or making certain dispositions while the proposed merger was pending; and
SJW Group’s management having focused on the proposed merger instead of on conducting its day-to-day business and operational matters and pursuing other opportunities that could have been beneficial to the companies.


Any delay in the completion of the proposed merger, any uncertainty about the completion of the proposed merger on terms other than those contemplated by the merger agreement and any failure to complete the proposed merger could adversely affect the business, financial results and stock price of SJW Group.Merger.
The merger agreementMerger Agreement with CTWS may be terminated in certain circumstances, which would result in the benefits of the mergerMerger not being realized.
Either SJW Groupwe or CTWS may terminate the merger agreementMerger Agreement under certain circumstances, including, if the proposed mergerMerger has not been consummated by May 5, 2019, (unless such date is extended automatically to August 5, 2019, or November 5, 2019, pursuant to the terms of the merger agreement)Merger Agreement). However, thisWe currently expect the May 5, 2019 date to be automatically extended to August 5, 2019. This termination right will not be available to a party if such failure of the proposed mergerMerger to occur on or before such datedates is the result of a material breach of any representation, warranty, covenant or agreement of the merger agreementMerger Agreement by such party. If we are not able to complete the proposed mergerMerger by the end date, even if we decide not to terminate the merger agreement,Merger Agreement, we may not be able to prevent CTWS from exercising its right to terminate the merger agreement.Merger Agreement.


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


Also, on June 14, 2018, a near-identical putative class-action complaint was filed against the members of the CTWS board of directors, SJW Group and Eric W. Thornburg on behalf of CTWS shareholders in the Connecticut Superior Court in the Judicial District of Middlesex under the caption Tillotson v. Benoit, et al., Case No. MMX-CV18-6021537-S (Conn. Super. Ct.). The complaint, as amended on September 20, 2018, alleges that the members of the CTWS board of directors breached their fiduciary duties owed to CTWS shareholders in connection with negotiating the mergerMerger and that CTWS’s preliminary proxy statement, filed with the SEC on August 20, 2018, omits certain material information. The complaint further alleges that SJW Group and Eric W. Thornburg aided and abetted the alleged breaches by the CTWS board of directors. Among other remedies, the action seeks to recover recissory and other damages and attorneys’ fees and costs.
The defendantsparties to the above lawsuits have agreed in principle to settle the lawsuits in exchange for the issuance of additional disclosures by CTWS. Pursuant to the agreements to settle these lawsuits, the plaintiffs have reserved the right to seek a mootness fee from CTWS. The parties moved to stay proceedings, other than fee-related proceedings, until such time as the transaction closes, and the court granted the parties’ motion to stay on November 14, 2018. The stay of proceedings expired on February 28, 2019. On March 1, 2019, the court granted the parties’ motion to continue the stay and ordered that the stay is continued until May 29, 2019. Pursuant to the agreement in principle to settle the litigation, the complaints will be dismissed at such time as the transaction closes.
On November 20, 2018, the plaintiffs in Connecticut Superior Court filed a brief in support of an opening mootness fee demand of $1.5 million for alleged benefits the plaintiffs believe their lawsuit created for CTWS. CTWS intends to vigorously oppose this lawsuit is without merit and intend to defend vigorously against these allegations.demand.
Additional complaints have been filed in connection with the Merger but neither SJW Group nor any of its officers or directors are named as defendants therein. On October 5, 2018, a complaint was filed against CTWS and the members of the CTWS board of directors on behalf of a putative CTWS stockholder in the United States District Court for the District of Connecticut under the caption Assad v. Connecticut Water Service, Inc., Case No. 3:18-cv-01664 (D. Conn.). The complaint alleges that the preliminary proxy statement issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.1934, as amended. Among other remedies, the action seeks an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Sections 14(a) and/or 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs. SJW Group believes the claims in this complaint are without merit. Also, on October 5, 2018, a near-identical putative class-action complaint was filed against CTWS and the members of the CTWS board of directors on behalf of CTWS stockholders in


the United States District Court for the District of Connecticut under the caption Paskowitz v. Connecticut Water Service, Inc., Case No. 3:18-cv-01663 (D. Conn.). The complaint alleges that theCTWS’s preliminary proxy statement issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Among other remedies, the action seeks an order (1) enjoining the defendants from consummating or closing on the Merger; (2) rescinding the Merger or awarding rescissory damages; (3) directing the defendants to disseminate a corrective proxy statement; (4) declaring that the defendants have violated Sections 14(a) and/or 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; and (5) awarding attorney’s fees and costs.
While we believe that the lawsuits are without merit and that the disclosures in CTWS’s preliminary proxy statement comply fully with applicable law, in order to avoid the expense and distraction of litigation, the parties to each of the above-referenced actions entered into agreements in principle to settle and release all claims that were or could have been alleged by the plaintiffs in all of those actions. The settlements provide for the dismissal of the actions subject to, among other things, CTWS making certain disclosures, which CTWS included in the definitive proxy statement in connection with the Merger. There is no guarantee that the settlement agreement will be approved by the court or executed by the parties, and failure to do so will prolong the litigation and adversely affect the operation of SJW Group believes the claims in this complaint are without merit.and CTWS’s business.
It is possible that SJW Group stockholders or CTWS shareholders may file additional lawsuits challenging the mergerMerger or the other transactions contemplated by the merger agreement,Merger Agreement, which may name SJW Group, the SJW Group board of directors, CTWS and/or the CTWS board of directors as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. Whether or not any plaintiff’s claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of SJW Group’s and CTWS’s business.
One of the conditions to the closing of the mergerMerger is the absence of any law or order, decree or judgment by a court, arbitrator or other governmental entity that prevents, makes illegal or prohibits the consummation of the mergerMerger or the other transactions contemplated by the merger agreement.Merger Agreement. Consequently, if SJW Group stockholders or CTWS shareholders file additional lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, and a settlement or other resolution is not reached in thesuch lawsuits referenced above and the plaintiffs secure injunctive or other relief prohibiting, delaying or otherwise


adversely affecting the parties’ ability to complete the merger,Merger, then such injunctive or other relief may prevent the mergerMerger from becoming effective within the expected time frame or at all.
The merger agreement contains provisions thatUncertainties associated within the combined company after the Merger may cause a loss of management personnel and other key employees which could discourage a potential competing acquiror of either SJW Group or CTWS, or could result in any competing proposal being at a lower price than it might otherwise be. However, potential competing acquirors could negatively impactadversely affect the completionfuture business and timingoperations of the proposed transaction and result in disruption and expense for both combined company.
SJW Group and CTWS.
Other thanCTWS are dependent on the experience and industry knowledge of their respective officers and other key employees to execute their business plans. The combined company’s success after the Merger will depend in connection withpart upon the 45-day go-shop period, which concluded at 11:59 p.m. Eastern time on July 14, 2018, the merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict each of SJW Group’s and CTWS’s ability to solicit, initiate, knowingly encourage or knowing facilitate any takeover proposal. In addition, the other party has an opportunity to offer to modify the terms of the merger in response to any competing acquisition proposals before the board of directors of the company that has received a third-party proposal may withdraw or qualify its recommendation with respect to the merger. These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of SJW Group orand CTWS from considering or proposing the acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the proposed merger or might result in a potential third-party acquiror proposing to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the $42.5 million or $28.1 million termination fee, as applicable, that may become payable in certain circumstances.
CTWS previously received an unsolicited proposal from Eversource Energy. While the CTWS board of directors has determined that the proposal was neither a superior proposal nor reasonably likely to lead to a superior proposal, Eversource Energy filed on April 27, 2018, a preliminary proxy statement to solicit proxies in opposition to the proposed merger. Eversource Energy has not revised its preliminary proxy statement in connection with the revised all-cash Merger,retain key management personnel and it is unclear what additional actions Eversource Energy may take to further its proposal. In addition, on August 17, 2018, California Water Service Group, which had previously launched an unsolicited tender offer to acquire all outstanding sharesother key employees. Current and prospective employees of SJW Group announced that it had abandoned such offer. Even if ultimately unsuccessful, actions taken by these or other third parties could disruptand CTWS may experience uncertainty about their roles within the businesscombined company following the Merger, which may have an adverse effect on the ability of each of SJW Group and CTWS could causeto attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of SJW Group and CTWS to the same extent that SJW Group and CTWS have previously been able to attract or retain their own employees. A failure by SJW Group, CTWS or, following the completion of the Merger, the combined company to attract, retain and motivate executives and other key employees during the period prior to or after the completion of the Merger could have a negative impact on their respective businesses.
Completion of the Merger may trigger change in control or other provisions in certain agreements to which CTWS is a party, which may have an adverse impact on the combined company’s business and results of operations.
The completion of the Merger may trigger change in control and other provisions in certain agreements to which CTWS is a party. If we and CTWS are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if we and CTWS are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to CTWS or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.
We may not have discovered undisclosed liabilities of CTWS during our due diligence process.
In the course of the due diligence review of CTWS that we conducted prior to the execution of the Merger Agreement, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of CTWS and its subsidiaries, and our stockholders may not be indemnified for any of these liabilities. Examples of such undisclosed liabilities may include, but are not limited to, pending or threatened litigation or regulatory matters. Any such undisclosed liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows and on the value of our stock following the completion of the Merger.
Risks Related to SJW Group and CTWS as a Combined Company if the Merger is Completed
The combined company is expected to incur substantial expense,expenses related to the Merger and the integration of SJW Group and CTWS.
If the Merger is completed, the combined company would be expected to incur substantial expenses in connection with the Merger and the integration of SJW Group and CTWS. There will be a large number of processes, policies, procedures, operations, technologies and systems at each company that must be integrated, including accounting and finance, payroll, revenue management, commercial operations, risk management and employee benefits. While SJW Group and CTWS have assumed that a certain level of expenses would be incurred, there are many factors beyond our control that could negatively impactaffect the expectedtotal amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the benefits that the combined company expects to achieve from the elimination of duplicative public company and other related costs expected from the transaction. These integration expenses likely will result in the combined company taking significant charges against earnings following the completion of the Merger, and the amount and timing of such charges are uncertain at present. Substantial expenses related to the transaction, including fees payable to the companies’ advisors, will also be borne by SJW Group and CTWS even if the Merger is not completed.
The Merger will result in changes to the board of directors that may affect the strategy and operations of the combined company.
In connection with the consummation of the proposed merger. Merger, we expect that the board of directors of the combined company will be expanded to create additional seats to be filled by CTWS directors to be selected by SJW Group. This new composition of the board of directors may affect the combined company’s business strategy and operating decisions following the completion of the Merger.


In addition, there is aconnection with seeking regulatory approval for the Merger, SJW Group has committed to certain “ring-fencing” measures which, if implemented, will enhance CTWS’s separateness from SJW Group and may limit SJW Group’s ability to influence the management and policies of CTWS (beyond the limitations included in other existing governance mechanisms).
Pursuant to the agreements related to the Merger and commitments made by SJW Group as part of the application for PURA approval of the Merger, SJW Group has committed to certain “ring-fencing” measures to enhance CTWS’s separateness from SJW Group and to mitigate the risk that CTWS would be negatively impacted in the event of a bankruptcy or other adverse financial developments affecting SJW Group or its non-ring-fenced affiliates. These commitments may change as a result of actions taken byfurther development of the PURA proceeding and would become effective upon the closing of the Merger.
In order to satisfy the ring-fencing commitments, SJW Group will form a wholly-owned special purpose entity (“SPE”) to own the capital stock of CTWS, and the SPE, CTWS and their subsidiaries (collectively, the “CTWS Entities”) will adopt certain measures designed to enhance their separateness from SJW Group, with the intention of mitigating the effects on the CTWS Entities of any bankruptcy of SJW Group and its affiliates other than the CTWS Entities (collectively, the “Non-CTWS Entities”).  As a result of these ring-fencing measures, in certain situations, SJW Group will be restricted in its ability to access assets of the CTWS Entities as dividends or intracompany loans to satisfy the debt or contractual obligations of any Non-CTWS Entity, including any indebtedness or other third parties, shareholderscontractual obligations of SJW Group. In addition, the ring-fencing structure may negatively impact SJW Group’s ability to achieve certain benefits, including synergies and economies of scale to reduce operating costs of the combined entity, that it anticipates to result from the Merger.
This ring-fenced structure would also subject SJW Group and the CTWS Entities to certain governance, operational and financial restrictions following the closing of the Merger. Accordingly, SJW Group will be restricted in its ability to direct the management, policies and operations of the CTWS Entities, including the deployment or disposition of their respective assets, declarations of dividends, strategic planning and other important corporate issues. Further, the CTWS Entities’ directors will have considerable autonomy and, as described in our commitments, have a duty to act in the best interest of the CTWS Entities consistent with the ring-fencing structure and applicable law, which may be contrary to SJW Group’s best interests or be in opposition to SJW Group’s preferred strategic direction for the CTWS Entities. To the extent they take actions that are not in SJW Group’s interests, the financial condition, results of operations and prospects of the combined company may be materially adversely affected.
The Merger will combine two companies that are affected by developments in the water utility industry, including changes in regulation. A failure to adapt to the changing regulatory environment after the Merger could adversely affect the stability of the combined company’s earnings.
Because SJW Group, CTWS and their respective subsidiaries are regulated in the United States at the federal level and, in the case of SJW Group, in California and Texas, and, in the case of CTWS, Connecticut and Maine, the two companies have been and will continue to be affected by legislative and regulatory developments. After the Merger, the combined company and/or its subsidiaries will be subject in the United States to federal regulation as well as to extensive state regulation in the states in which the combined company will operate. The costs and burdens associated with complying with these regulatory jurisdictions may vote againsthave an adverse effect on the proposed mergercombined company. Moreover, potential legislative or regulatory changes may create greater risks to the stability of the combined company’s earnings generally.
SJW Groups dividend policy is subject to the discretion of our board of directors and may be limited by legal and contractual requirements.
Although it is currently anticipated that SJW Group will pay a regular quarterly dividend following the completion of the Merger, any such determination to pay dividends will be at the discretion of our board of directors following the completion of the Merger and will be dependent on then-existing conditions, including SJW Group’s financial condition, earnings, legal requirements, including limitations under Delaware law, restrictions in our credit agreements and other debt instruments that limit our ability to pay dividends to stockholders and other factors the board of directors deems relevant. The board of directors of the combined company may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends entirely. In addition, our subsidiaries may be subject to restrictions on their special meetingability to pay dividends to us, including under state law, pursuant to regulatory commitments and under their credit agreements and other debt instruments. In this regard, in our new application to PURA for approval of the Merger, the CTWS Entities may be limited from paying dividends to us in certain circumstances. Any inability of our subsidiaries to pay us dividends may have a material and adverse effect on our ability to pay dividends.


The financing arrangements that consequently,we will enter into in connection with the required shareholder approvalMerger may, under certain circumstances, contain restrictions and limitations that could significantly impact the combined company’s ability to operate its business.
We intend to incur additional indebtedness in connection with the Merger. We expect that the agreements governing the indebtedness incurred in connection with the Merger may contain covenants that could impose significant operating and financial limitations and restrictions on the combined company following the Merger, including restrictions on the ability to enter particular transactions and engage in other activities that we may believe will be advisable or necessary for the combined company’s business. Various risks, uncertainties and events beyond the combined company’s control could affect its ability to comply with the covenants contained in its debt agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of indebtedness under these agreements and to foreclose upon any collateral securing such indebtedness. Under certain circumstances, the combined company might not be obtained.have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on the combined company’s ability to incur additional indebtedness and to take other actions might significantly impair its ability to obtain other financing.

ITEM 5.OTHER INFORMATION
On OctoberApril 24, 2018,2019, the Board of Directors of SJW Group declared the regular quarterly dividend of $0.28$0.30 per share of common stock. The dividend will be paid on DecemberJune 3, 2018,2019, to stockholders of record as of the close of business on November 5, 2018.May 6, 2019.
SJW Group post information about the operating and financial performance of SJW Group and its subsidiaries on its web sites at www.sjwater.com and www.sjwgroup.com from time to time. The information on our web sites is not a part of and should not be considered incorporated by reference into this Form 10-Q.



ITEM 6.EXHIBITS
Exhibit
Number
  Description
   
2.110.1 
10.2
   
31.1  
   
31.2  
   
32.1  
   
32.2  
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
   
  
(1)Filed currently herewith.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
    SJW GROUP
     
DATE:OctoberApril 26, 20182019By: /s/ JAMES P. LYNCH
    James P. Lynch
    
Chief Financial Officer and Treasurer
(Principal financial officer)


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