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Executives

Christopher Chisholm – Chief Financial Officer

Mike Stark – President and Chief Executive Officer

Scott Hamilton – General Counsel

Analysts

Jim Galloway – Galloway Enterprises

Bill Gibson – Nollenberger Capital

John Quealy – Canaccord Adams

[Willis Taylor – Gavin Securities]

Chris Sargent – Wachovia Securities

Basin Water Inc. (BWTR) Q4 2008 Earnings Call February 17, 2009 12:00 PM ET

Operator

Welcome to the financial restatement and Q2 and Q3 2008 Basin Water Inc. earnings conference call. (Operator Instructions). I would now like to turn the presentation over to your host for today’s call, Mr. Scott Hamilton, General Counsel. Please proceed.

Scott Hamilton

Welcome everyone to the Basin Water conference call to discuss the company's restatement of prior financial results and the results of the second and third quarters of 2008. My name is Scott Hamilton and I am Basin Water's General Counsel. Joining me on the call today are Mike Stark, our President and Chief Executive Officer and Chris Chisholm, our Chief Financial Officer.

Last week on February 10, 2009 the company filed with the Securities and Exchange Commission its restate annual report on Form 10-KA that restates our financial statements for the fiscal years 2006 and 2007, and our restated financial statements for the first quarter of 2008 on our restated quarterly report on Form 10-QA for the quarter ended March 31, 2008.

In addition, on February 10th the company filed its June 30, 2008 and September 30, 2008 Forms 10-Q with the Securities and Exchange Commission. On February 11th, the company issued two press releases. The first press release related to our restated financial results for all four quarters of 2006 and 2007 and the first quarter of 2008. The second press release related to the company's 2008 second and third quarters earnings. This conference call is being broadcast live on the internet and may be found on our website at www.basinwater.com. Playback of this conference call will also be available on our website.

Before beginning our discussion on this call, we want to make you aware that our prepared remarks and responses to questions on this call may include forward-looking statements that involve risks and uncertainties. We refer you to our annual report on Form 10-KA for the fiscal year ended December 31, 2007 for further details regarding these risks and uncertainties.

Now that we have covered these cautionary comments, I would like to turn it over to Mike Stark, our President and Chief Executive Officer.

Mike Stark

To start this call I'd like to welcome Chris Chisholm who joined the company in June 2008 and did yeoman’s work in guiding us through the financial restatements we will discuss today. Chris has also played a major role in our ongoing effort to institutionalize sound accounting and operating practices. Welcome aboard, Chris.

There are four main topics I would like to discuss with you on this call today. First and foremost, I want to provide you with a brief overview of the restatement and its impact on Basin Water. Second, we will highlight the financial results of our second and third quarters of 2008. Thirdly, I'd like to discuss with you the state of our business.

As you know, late last year we announced the acquisition of Envirogen, the bioreactor and biofilter business of Shaw Environmental and Infrastructure Inc, and the addition of new technologies to our portfolio through this acquisition. I believe this acquisition will benefit our company significantly. In addition, recently we completed a number of contracts that I would like to tell you about.

And fourth and finally, given the challenges faced by our company, as well as the larger global economic challenges we are all currently facing, I think it's important that we discuss the long-term strategic view for Basin Water. After Chris and I complete our remarks, we'll open the phone lines for a question and answer period. Email questions are also welcome either during or after this call. They should be directed to investorrelations@basinwater.com.

As a prelude to our restatement results, I would like to say just one more thing and that is how relieved we are to finally be finished with the restatement and able to speak about our financial results. So, let's get started. Last week we filed restated financial statements for the years ended December 31, 2006 and December 31, 2007 and the quarter ended March 31, 2008, and announced our financial results for the second and third quarters of 2008.

After reviewing our previous statements, we found transactions in which our accounting was determined after careful review not to be in compliance with applicable accounting rules. The most significant being a failure to apply complex accounting rules relating to the consolidation of variable interest entities or VIEs.

The adjustments resulting to these errors resulted in reduced revenues totaling $3.2 million for all of 2006, $9.1 million for all of 2007, and $200,000 for the first quarter of 2008. The impacts of these accounting adjustments on our bottom line are an increase of $2.3 million net loss for all of 2006, increase in net loss of $3 million for 2007, and a decrease in net loss of $41,000 in the first quarter of 2008. These adjustments cumulatively reduced our net income, that is increase our net loss by a total of $5.4 million accumulated over the nine quarters spanning the various restatements.

Our total shareholder equity, as of March 30, 2008, was reduced by $5.5 million. With that, I am pleased to report that we are now current in our SEC filings and in full compliance with the NASDAQ global market requirements.

As I said earlier, I am also deeply appreciative of the job that Chris and Scott have done in leading the charge of getting our restatements completed and putting in place processes in an effort to avoid reoccurrences of these issues. Thank you both.

Chris, why don't you walk us through some of the details of the restatement and our results for the second quarter and third quarter of 2008?

Christopher Chisholm

I don't to spend too much time on the details of the restatement since all of the information is readily available in our 10-KA for 2006 and 2007 and our 10-QA for the first quarter of 2008, which we filed with the SEC last week and can also be downloaded from our website.

The restatement is a result of an eight-month review of prior results conducted by the audit committee of our board of directors, assisted by independent legal counsel, independent forensic accountants and senior management.

Now let's turn to the numbers, to reiterate the most significant line items, revenues were reduced by a cumulative total of $12.5 million in the nine quarters covered by the restatement. Our net loss during this period was increased by cumulative total of $5.4 million, and shareholders equity as of March 31, 2008 was reduced by $5.5 million.

Now some comments regarding the second and third quarters of 2008, the 10-Qs for these periods were filed later than required, because as previously announced, we were unable to release results for the two quarters until a comprehensive review of our prior financial statements had been completed.

For the second quarter ended June 30, 2008, we reported total revenues of $3.1 million compared with restated revenues of $2.2 million in the year earlier quarter. The company also reported a net loss for the second quarter of $6 million compared with the restated net loss of $2.5 million in the prior year second quarter.

The increased loss was largely due to an increase in selling, general and administrative expenses, including costs related to the expansion of the company's sales force nationally, a larger work force due to the acquisition of Mobile Process Technology or MPT, which we acquired in September 2007, and increased legal costs.

Cash and cash equivalents at June 30, 2008 were $23.5 million, including $6 million from VL Capital, one of the VIEs that Mike referred to, compared with $36 million on December 31, 2007, again including $600,000 from VL Capital.

For the third quarter ended September 30, 2008, we reported total revenues of $2.8 million up slightly from restated revenues of $2.4 million in the year earlier quarter. We also reported a loss for the third quarter of $14.7 million compared with a restated loss in the year earlier third quarter of $11.9 million. Cash and cash equivalents as of September 30, 2008 were $16.9 million, including $500,000 from VL Capital compared with $36 million, again including $600,000 from VL Capital at year end 2007.

Some of you may have noted that our assets also included a $7.6 million increase in property and equipment during the nine months ended September 2008. This is partly related to ion exchange units that were partially manufactured in anticipation of sales and the company's transition to outsourcing, as well as water treatment units returned to the company in connection with the Envirogen acquisition, which as you will recall took place in September 2008. We hope to sell or lease some of these units in 2009 and, therefore, begin to recover our invested capital.

The larger loss in the current year quarter was due mostly to higher SG&A expenses, which included a $5 million goodwill impairment charge resulting from a decline in the customer base and expected revenues of our MPT business. The impairment charges were necessary because management believes that lower business levels, which have been exacerbated by the current economic climate, within the acquired customer base of MPT will affect future business results.

Our SG&A expenses were also higher due to higher staffing costs and legal and accounting fees related to our now completed restatement, as well as litigation. Even though we will not have complete year end 2008 financial statements available for several more weeks, we are providing you with an unaudited cash balance as of year end 2008.

As of December 31, 2008, the company had cash and cash equivalents of approximately $11.5 million, again excluding the cash of VL Capital. I'm sure you recognize that this is approximately $24 million less than at the end of calendar 2007. Rest assured we have not simply continued with business as usual and have taken a number of steps to improve our cash flow.

We implemented a reduction in force in the fourth quarter of 2008, reducing our headcount by approximately 20% and resulting in nearly $2 million in annual cost savings. We also determined that we could cost effectively outsource the manufacturing of our ion exchange units allowing us to close our manufacturing facility in Rancho Cucamonga in southern California.

We have also taken a more aggressive stance on our collection efforts resulting in both receiving payment for billed receivables and converting unbilled receivables into billed receivables. In addition to cost saving measures, we have also begun a focused effort to renegotiate a number of our legacy contracts to reflect more favorable pricing and terms.

Without a doubt these eight months have been difficult for our company and challenging for me in my new role. However, I am glad to be part of the Basin team and I'm pleased to have the opportunity to participate in the future of this business.

Now, we'll turn the call back to Mike who will update us about the status of the company and its future.

Mike Stark

The last eight months have not changed my belief either in our business model and I believe it provides us a platform on which future success can be built. During the past few months, we have progressed several of the projects in our sales funnel and have maintained, what is in my opinion, a robust pipeline. We expect these new contracts to begin producing revenue in 2009. And I would like to provide you with a brief summary of those projects, which came from our ion exchange business.

In the fourth quarter of 2008, our industrial business team closed an order for a metals removal system to serve a mining operation in Canada. This equipment sale, with the prospect for future media replacement sales and support, stemmed from the MPT acquisition. In the same quarter, the industrial business also closed and began work on a cobalt recovery system for service in a chemical plant in Poland.

The MPT acquisition provided Basin Water with a proprietary process for treating waste water generated within chemical plants, producing purified triflic acid for use in the production of packaging materials, films, tapes and fibers. This technology provides the customer with a needed environmental control to meet discharge requirements and a valuable recovery mechanism to limit the need to purchase an expensive precious metal input. So you might say it offers up two shades of green.

In the Southwest region, we've been awarded a contract to validate the removal of radium from test wells at a mining site in New Mexico in order to meet discharge requirements. While this is currently a small order, it provides a pathway to what, we hope, will become a three million gallon a day project over the next several years.

In the first week of 2009, we were awarded a water services agreement in San Bernardino County, California to install and service a Basin Water ion exchange system for a public hospital complex to expand the available water supply. An existing well at the facility, not in use due to the presence of perclorade and nitrate, will be reactivated and offered the prospect of producing up to 600 gallons per minute of potable water employee a selective media from our alliance partner, Roman Haus.

Basin Water will supply the system, provide operation support and guarantee aspects of the system and its performance over a ten-year service agreement. Although these projects are not particularly large, I think they demonstrate that we have a viable business model and despite all of our challenges, I am encouraged about our prospects.

I also think it’s worthwhile to spend a few minutes discussing the business rationale and opportunities created by the recent transaction with Shaw Environmental and Infrastructure Inc, which we announced in late September of last year.

The bioreactor and biofilter technologies we obtained through the Envirogen acquisition meaningfully expand our technology arsenal for industrial and municipal water and waste water treatment. The acquired technologies are delivered by a strong process design, engineering and product management team that is of great value to our existing enterprise, as they have delivered projects for groundwater remediation, industrial waste water treatment and have demonstrated biological treatment for the purification of potable water sources.

Through Envirogen, we now also have an office in the Northeast, which as you will recall, is one of the areas of the country we are entering as we continue to transform ourselves to a national business. Historically, the Envirogen business has had sales ranging from $8 to $12 million annually and we are pleased with its performance since the acquisition.

We believe, combined with the element of service present in our business model, the opportunities exist for future growth in that business. Yet, the management team and I are acutely aware that not all of Basin Water’s challenges are behind it, we are now operating in one of the most difficult economic climates the country has experienced. This has multiple consequences.

Many municipalities and water districts don’t have the revenues they planned on and states are cutting budgets for new projects, including our home state of California. Many manufacturers are cutting their capital expenditure budgets. Moreover, with housing being flat and new real estate developments sitting empty, municipalities may feel their need for new water sources less urgent than before.

On the other hand, the federal economic stimulus plan might provide some long-term benefits to Basin Water as municipalities receive funds for infrastructure projects. While the number of new orders we have consummated have come slower than you might have expected, we still have a very large pipeline. The diversification of Basin Water’s technical offering has offered the company to reach to a wide variety of existing impacted water sources.

And while our sales force has also been strengthened in quality and experience and expanded geographically, as I have said on previous calls, they still need to become completely vested with these technologies in their territories, develop business relationships and consummate sales. The process is underway, but by the nature of our business there is often a long time between the initial expression of interest by a prospect and a signed customer contract.

It is important to us that we not only continuously identify new prospects and move them through the sales funnel, but that we focus on achieving an appropriate access to capital. Therefore, in addition to the cost cutting measures that we’ve described, the board has also retained Canaccord Adams to conduct a strategic alternatives review.

I believe that we have a widely diverse array of opportunities. We are a water treatment service provider. We guarantee water quality, reliable and control of specified costs through a long-term pay for performance relationship with our client base. We’re able to deliver on those guarantees by employing a combination of technology plus service.

Our goal has not changed. We still intend on becoming a premiere water service company. We continue to transform ourselves from a regional municipal potable groundwater company to a national business that serves municipal and industrial water and waste water markets. Again, the recent Envirogen transaction should increase our sales traction across the entire country.

The ability to establish cost models, set appropriate prices, measure performance and provide timely information to customers about their water processing installation will all be critical as we continue our efforts to grow and develop this business. We now have current financial statements and expanded technology offering, a national sales force and experienced management team. We are working actively to secure a successful future for the business.

Now we we’d be happy to take any questions you might have. Operator, please provide instructions for those who wish to call in to and join the Q&A session.

Question-and-Answer Session

Operator

(Operator instructions) Your first question comes from Jim Galloway – Galloway Enterprises.

Jim Galloway – Galloway Enterprises

I’m glad that we have caught up with all the past accounting problems but I have one question about the past. Was there fraud, has there been any criminal charges, can you explain how you fell into this mess?

Mike Stark

I think we’ll let Scott Hamilton, our General Counsel, respond to that question, Jim.

Scott Hamilton

Right now, as we have announced in our filings, the Securities and Exchange Commission is conducting an investigation into this matter and that is all we are prepared to comment on at this point. And to date there have been no criminal charges of any type that we’re aware that have been filed against anybody.

Jim Galloway – Galloway Enterprises

Currently what do you value Empire Water at on the balance sheet and could you please explain its valuation and business prospects?

Chris Chisholm

Hi Jim, this is Chris Chisholm and I’ll speak to that one. We have, as we said in our third quarter 10-Q, had written down our investment in Empire to $2.1 million. That’s reflected on the balance sheet of Basin Water as of September 30, 2008. And again, our assessment of that valuation was based on the information that we were able to obtain on Empire through its public filings, as well as our assessment of its future business prospects.

Jim Galloway – Galloway Enterprises

Well there’s nothing on their website, there’s nothing in public filings that I can put any positive value on. You have to know something that you can tell us to see if in fact this 2.1 is even correct or looking for a further cut in value shortly? What are its business prospects? What are they doing?

Christopher Chisholm

Again, we’re not part of the management of the business, obviously, nor are we on the board of directors. We are simply a shareholder of the company and, based on our assessment of its prospects, that’s how we determine our evaluation.

Operator

Your next question comes from the line of Bill Gibson – Nollenberger Capital

Bill Gibson – Nollenberger Capital

I want to zero in a little bit on the pipeline. You’ve been pretty consistent for the past 12 months that you’ve had a robust pipeline and yet, we’ve only seen small deals to date. Can you give us a sense of when you expect to start seeing the traction or where we can see it as an outsider?

Mike Stark

Bill, you’ve been fairly consistent with that question. Let me just say that as we have expanded into various geographic areas, we have found a pipeline, which basically comes from impaired water sources that is well qualified. So this pipeline that I refer to is not simply a list of prospects or people who have water.

It is a pipeline of prospects that have been qualified to the extent that we know that they have an impaired water source and that we have ability to assist them. We have gradually watched a number of these prospects move through our funnel and we are in the final proposal stages with a number of these prospects. But I am not going to predict when you will these things actually flow through to revenue, Bill.

As you know, it often takes quite a bit of time for a municipality or even these days an industrial entity to move forward in its treatment requirements, so predicting an exact time that you would see these things flow through would be dangerous. All of that, of course, is complicated by the current economic conditions that we face throughout the country and indeed throughout the world.

While I would like to give you more specificity, I don’t think it would be fair to, lest I unintentionally give you something that is more optimistic or pessimistic than is appropriate.

Bill Gibson – Nollenberger Capital

I don’t want to look through with rose-colored glasses, but couldn’t the turmoil that we’re seeing around the world play into your business model?

Mike Stark

Well there’s no doubt about that. As a matter of fact, as we watch the progress of prospects through our sales funnel, we see more and more of those prospects leaning toward a service arrangement as opposed to an outright purchase. They are leaning more towards technical support and toward operating support, so, yes it does indeed play into our business model.

The stimulus package itself may give us some relief from the current economic situation, but again, I would be remiss if I tried to predict the impact of all of that.

Operator

Your next question comes from the line of John Quealy – Canaccord Adams

[Chip Moore] John Quealy – Canaccord Adams

Was wondering if you could about something near-term option if you guys are looking at, near-term strategic options you guys are looking at?

Mike Stark

Chip, we said that we hired Canaccord Adams to do a strategic alternative review and I think saying anymore than what the statement implies, again, might leave me in a situation where I’m remiss, because if I leave something out, then you may determine that I’ve excluded something. Or if I mention something that doesn’t come to pass, you might feel as though that we are heading in a direction or we’re not. I think it suffices to say that all options are open and Canaccord Adams is doing a strategic alternative review for us.

[Chip Moore] John Quealy – Canaccord Adams

Maybe if I could move over to the Veolia lawsuit that was settled. Was that a case where the industrial market opportunity maybe was hampered a little bit and if so, does that help free that up now?

Scott Hamilton

This is Scott Hamilton and the short answer to that is no, it did not hamper the efforts.

[Chip Moore] John Quealy – Canaccord Adams

And you talked about the stimulus plan a couple of times, maybe some more specifics on where you would see the benefits there potentially?

Mike Stark

Chip, we have a number of prospects who were in the process of obtaining grant money when the grant money dried up from state opportunities. The State of California specifically made a public announcement that is was suspending all of its grant proceedings. And so through the office of Barbara Boxer and Senator Feinstein and Representative Baca, we believe there’s an opportunity for money to flow through to shovel ready projects.

We have a number of those projects that are on lists and that we’re working with the clients to achieve that funding. So there’s those projects but then there’s also projects that have been in a state of study for a number of years for which there has been a shortage of funds, and we believe that there will be funds made available for that. The whole question is how fast does that money move from the federal government to the state level and then out into the field. And again, it’s difficult to predict that.

[Chip Moore] John Quealy – Canaccord Adams

One last housekeeping question, as you look at SG&A moving forward kind of in a more normalized level. What should we be looking at there?

Mike Stark

You know, Chip, the best way to look at that is if you look at our third quarter 10-Q and you look at the MD&A, the management’s discussion and analysis, there is a little table in there that outlines what’s in our SG&A. The best way to look at that is you obviously have included about a $5 million goodwill impairment charge, which we don’t believe is recurring, so you should think about taking that out.

Then you should also we’ve incurred, as we said in our MD&A and as we said in our press release, significant legal and accounting fees in connection with this restatement and this investigation. Those costs are hopefully going to moderate a little bit into the future, so beyond that I won’t say much else other than to refer you to page 24 of our third quarter 10-Q, which has a little table in there that might give you some guidance.

I would like to make one other comment, ladies and gentlemen, it was pointed out to me that as I was going through my remarks, particularly about our June 30, 2008 cash balance, I misspoke about the level of cash that was included from VL Capital. That number is $600,000 versus $6 million. As part of our $23.5 million second quarter end 2008 balance, the VL Capital cash that was included in our consolidated financials was $600,000.

Operator

Your next question comes from the line of [Willis Taylor – Gavin Securities]

[Willis Taylor – Gavin Securities]

Is Victor Farthing still the head of the audit committee?

Mike Stark

Yes he is.

[Willis Taylor – Gavin Securities]

Can you help us understand why he didn’t catch any of these revenue recognition issues, which have occurred over the last couple of years?

Scott Hamilton

This is Scott Hamilton. I’m not quite sure how to respond to that question. I think that if you look at the disclosures that we made in our 10-KA that we recently filed, as well as the first quarter 10-QA, you will find a description of the investigation and the actions taken. So I would just refer you to that. I don’t think it would be appropriate to respond to that question other than to refer you back to the filings.

Operator

Your next question comes from Chris Sargent – Wachovia Securities.

Chris Sargent – Wachovia Securities

Two questions, can you describe what litigation maybe going on other than the SEC investigation, question number one? And question two, how can we gain confidence that your administrative and sales force super structure isn't going to eat up the remaining cash before business can come in?

Scott Hamilton

This is Scott Hamilton. I will take the first question regarding litigation. Litigation has been disclosed in our litigation sections to the 10-KA that we recently filed and the 10-Qs that describes all the material litigation we have. And I will defer the second question to Mike.

Mike Stark

Chris, that's a great question. I mean, obviously, there's been a significant decrease in our cash balance over the past year, so let's talk about that for a minute. First of all, our cash position definitely depends on our ability to close projects. If you don’t bring in revenue you continue to consume cash. There's no doubt about that.

And, as I said, we're seeing progress through the sales funnel and we're seeing a change in the size and nature of the projects that are in the sales funnel also, which means that these projects are larger than you might have seen in 2007. But there's no doubt those projects have to come in in order for us to generate cash from them.

Secondly, as we said earlier, there's been a 20% reduction in force, which results in about $2 million in savings annually. Thirdly, we have been active at renegotiating a number of Basin Water’s legacy contracts to reflect more favorable pricing and terms, and we intend to continue that through 2009 and stem the tide of cash going out for those legacy items.

Thirdly, we've taken a more aggressive stance on our collection efforts resulting in both receiving payment for billed receivables and converting unbilled receivables to billed receivable, and we expect that to help us with our cash flow.

In addition to that, as Chris mentioned, before we terminated our manufacturing and assembling operations and transformed to an outsourcing mode, we built a number of systems, which are in inventory, and so the sale of those systems through 2009 should help add to the liquidity of the company.

And then finally, we're not manufacturing or assembling at this point and that changes what was a fixed cost to a variable cost. So all of those things put together are actions that we're taking to insure that the company has an ample opportunity to generate sales and, therefore, generate cash.

Chris Sargent – Wachovia Securities

It just seems to someone who really doesn’t know exactly what's going on you're going to have to make further cuts, unless the business comes in, obviously, because you got to obtain positive cash flow pretty quickly then.

Mike Stark

Well, again, we're managing this business very carefully and we're taking the appropriate deliberation to take care of any eventualities which may occur. And, as we said, we hired Canaccord Adams to do a strategic alternatives review because we are interested in the appropriate financial support for the company.

Operator

I am showing you have no further questions at this time. I would now like to turn the call back over to Michael Stark for closing remarks.

Mike Stark

Well, I think my closing remarks would be I would like to thank our shareholders for their patience and their understanding over the past eight-month period when we were necessarily in a cone of silence. And I'd like you to know that you have a very experienced management team here that's attempting to generate shareholder value and insure the future of this business. And we'll be talking to you again soon and thank you for joining us today. I appreciate it.

Operator

Thank you for today's participation in today's conference this concludes the presentation. You may now disconnect. Have a great day.

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