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American States Water Company (NYSE:AWR)

Q4 2008 Earnings Call

March 12, 2009 2:00 pm ET

Executives

Eva Tang - Chief Financial Officer

Bob Sprowls - President and Chief Executive Officer

Analysts

Debra Coy - Janney Montgomery Scott LLC

Michael Gaugler - Breann Murray, Carret & Co.

Timothy Winter - Jesup & Lamont Securities Corporation

Jonathan Reeder - Wachovia

Operator

Ladies and gentlemen, thank you for standing by. Today is March 12, 2009. Welcome to the American States Water Company conference call discussing fourth quarter 2008 and year end results.

If you have not received a copy of this morning's news release announcing the earnings for the quarter, please dial 909-394-3600, Extension 651 and someone will fax or e-mail the printout to you.

If you would like to listen to the replay of this call, it will begin this afternoon at approximately 1:00 p.m. Pacific Time and run through Thursday, March 19, 2009. The toll-free number for the replay is 1-800-642-1687 and the conference ID number is 87921415.

(Operator Instructions)

At this time I would like to turn the call over to Eva Tang, Chief Financial Officer of American States Water Company. Ma'am, please go ahead.

Eva Tang

Thank you, Tina. Good morning or good afternoon, everyone. I want to thank each of you for joining us today and for your continued interest in American States Water Company. Bob Sprowls, President and CEO, is also with me today. Following the conclusion of our prepared remarks the call will be opened up for questions.

I would like to remind you that certain matters discussed in this conference call are forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. I ask that you review the forward-looking information disclosure in our Form 10-K and Form 10-Qs on file with the SEC.

The factors underlying the company's forward-looking statements are dynamic and subject to change, therefore the forward-looking statements speak only as of the date they are given. The company is under no obligation to update them; however, we may choose from time to time to update them. If we do so, we will disseminate the updates to the investing public.

During our presentation today Bob and I may refer to American States Water Company as AWR, Golden State Water Company as GSWC, and American States Utility Services as ASUS.

I will begin with the results for the quarter. Basic and diluted earnings as reported for the quarter ended December 31, 2008 were $0.16 per share as compared to basic and diluted earnings of $0.36 and $0.35 per share, respectively, for the same period ended December 31, 2007.

The decrease of $0.19 in diluted earnings was the result of three one-time non-cash items that affected the comparability between the two periods. We believe that when analyzing our fourth quarter results the items should be excluded because they were either triggered principally by market factors that were largely out of the control of management or were one-time in nature and did not reflect the day-to-day operations of the company. Those one-time and non-cash items are as follows:

The first one, during our 2008 goodwill impairment review it was determined that the goodwill of $11.2 million associated with the acquisition in 2000 of Chaparral City Water Company had been impaired. Chaparral City Water Company is a regulated utility in Arizona. Due to the downturn in the economy and the current regulatory environment in Arizona, a goodwill impairment charge of $7.7 million or $0.27 per share was recorded during the fourth quarter of 2008 in accordance with accounting standards.

As you may know, many companies were faced with similar write-offs during the current financial crisis. Although the goodwill impairment charge negatively impacts our reported results, the charge is a non-cash item that did not and will not affect our liquidity or cash flow.

The second item is one we have consistently removed from analyzing our results, which is unrealized gains and losses on the purchase power contracts. The cumulative unrealized gain on purchase power contracts includes pre-tax income of $788,000 or $0.03 per share during the fourth quarter of 2008 as compared to $522,000 or $0.02 per share during the same period in 2007. That is a $0.01 per share increase in earnings between the two periods.

Lastly, another item affecting the comparability between the two periods has to do with the favorable decision issued by the CPUC on November 16, 2007. The decision added about $3.3 million to pre-tax income or $0.11 per share to the 2007 fourth quarter results. However, the $0.11 per share is related to the water margin shortfall for the first nine months of 2007. There was no corresponding amount in the fourth quarter of '08.

As we have previously disclosed, the CPUC's decision approved general rate increases with rates retroactive to January 1, 2007 in Golden State Water's Region 2 customer service area and authorized additional rate increases in the Region 2 and the Region 3 to recover general office expenses at the corporate headquarters. Because of the CPUC's delay in proceeding with our general rate cases, increases were retroactive to January 1, 2007; however, all were recorded in the fourth quarter of 2007.

So in summary, removing the effect of the three items just discussed, adjusted diluted EPS was $0.40 per share for the fourth quarter of 2008 as compared to $0.22 per share for the same period in 2007. The increase of $0.18 per share in adjusted earnings is due to the following items:

First, excluding the effect of the CPUC's decision discussed previously, the water margin increased by $2.6 million or $0.09 per share during the fourth quarter of 2008. This is due to increased water rates approved by the CPUC in 2008. Rate increases added about $3.3 million to the company's fourth quarter revenue.

Second, I'm very pleased to report that our contracted service operations under American States Utility Services or ASUS recorded pre-tax operating income of $1.6 million during the fourth quarter of 2008. That is an increase of $3.2 million or $0.11 per share as compared to the fourth quarter of 2007. This is due to an increase in construction activities at various military bases and a decrease of $677,000 in bad debt expense due to favorable subsequent cash receipts.

Third, a significant decrease in the effective income tax rate due to changes between book and taxable income that are treated as flow-through adjustments in accordance with CPUC's requirements. The lower effective tax rate favorably impacted earnings by about $0.08 per share for this quarter of '08 as compared to 2007's fourth quarter.

Lastly, the increase in earnings described previously were offset by increases in our other operating expenses and administration and general expenses at Golden State Water in the 2008 fourth quarter. The higher expenses resulted in an overall decrease of $0.10 per diluted share to the result of operations.

Before I move on to the year end results I want to talk about one important step we took in 2008 to our future earnings stability, which was securing the CPUC's approval of a water revenue adjustment mechanism or WRAM. The WRAM allows us to decouple revenue from sales and avoid the volatility in our revenue stream caused in years past by drought, unseasonable temperatures, and other factors. We implemented the WRAM along with the modified cost balancing account in late November 2008, which favorably impacted earnings by approximately $0.03 per share that would have been lost due to conservation. We are proud of this accomplishment, which we believe will mitigate the volatility in our future earnings due to consumption effect and supply cost changes.

Now I'm going to briefly talk about actual results for the year.

Net income for the year 2008 decreased by 21.5% to $22 million compared to $28 million for the same period in 2007. Again, excluding the effect of the $0.27 per share goodwill impairment charges in 2008 and $0.05 and $0.07 per share of unrealized gain on power purchase contracts for the years 2008 and 2007, respectively, adjusted diluted earnings would be $1.48 and $1.54 per share for 2008 and 2007, respectively. The decrease of $0.06 in adjusted earnings despite increases in revenue discussed later.

And the lower effective income tax rate as I mentioned earlier in the call is due primarily to the following items:

First, Golden State Water sales in 2008 decreased by about $0.05 as compared to 2007. That is $0.18 per share due to conservation efforts. However, the implementation of the WRAM and the modified cost balancing account in late November 2008 to decouple sales from revenue favorably impacted earnings by about $0.03 per share. As I said earlier, the $0.03 would have been lost due to conservation; therefore, the net impact due to lower sales in 2008 was $0.15 per share.

Second, Golden State Water incurred higher operating expenses during 2008 primarily related to higher labor costs and employee-related benefits.

And third, although ASUS has a favorable fourth quarter result, the financial performance of ASUS's contracted services operations at military bases for the year do negatively impact the company's earnings. This was due to an increase on operating expenses incurred at two new Carolina bases, which Bob will discuss in more detail later.

Revenue for the year ended December 31, 2008 increased by $17.3 million to almost $319 million over 2007 revenues due to water rate increases of $13.2 million partially offset by decreasing consumption discussed previously and an increase in revenue generated from ASUS contracted services. Revenue from contracted services increased in 2008 because finally new management fees generated from operations at two new military bases which began June 1 quarter of 2008, the increase of $1.8 million in construction revenues at various military bases and $666,000 of increases in management fee due to interim price increases at various military bases.

Before I turn the call over to Bob, I would like to take some time to discuss the company's liquidity and capital resources.

Despite the country's economic downturn and credit crunch, Golden State Water Company has successfully completed a 10-year senior note of $40 million at a fixed rate of 6.7% just two days ago. The company also increased its syndicated credit facility by $30 million to $115 million due in [2008]. We believe our sound capital structure and a stable credit rating, combined with our financial discipline will enable us to stay on course, [inaudible] investing our infrastructure, and to grow our regulated utilities by earning an adequate rate of return on the investment while continuing to improve our services to our customers.

For 2008 capital expenditures were approximately $77 million. That is an increase of $27 million over 2007. We expect our capital expenditures to be maintained at a similar level during 2009. We will continue to access debt and equity markets to support this ongoing important core strategy of ours.

I will now turn the call over to Bob.

Bob Sprowls

Thank you, Eva, and once again, good morning or good afternoon, ladies and gentlemen.

As discussed by Eva, I'm pleased to say that ASUS had a good fourth quarter due to increases in construction revenues at military bases in Texas and Virginia. We also received interim price increases for Fort Bliss in October 2008, adding about $100,000 a month to the O&M revenues.

During our third quarter conference call we mentioned that we incurred higher-than-anticipated costs and emergency construction costs at the Carolina bases that were not anticipated in the contracts due to the age and pre-existing condition of the infrastructure. As a company, we have determined that if the scope of the contracted services changes in the future, ASUS would first seek contract modification approval from the government before any work begins in order to minimize loss on these firm, fixed-price contracts unless it is emergency related work. I believe this practice has helped ASUS's earnings in the fourth quarter.

I will now discuss the status of key regulatory filings for the company. As Eva mentioned earlier, earnings were negatively impacted in the first nine months of the year due to statewide customer water conservation efforts. On November 25th we implemented a water revenue adjustment mechanism  WRAM - to decouple sales from revenues and a modified cost balancing account that allows recovery of supply costs that deviate from those costs included in rates authorized by the California Public Utility Commission.

As a result, our earnings were favorably impacted by $0.03 per share in the fourth quarter that would have previously been lost due to conservation. Prior to implementing increasing block rates to encourage conservation, we undertook customer education initiatives, including providing customers with conservation rate notices as a bill insert which explain the impact of conservation rates on customer bills.

In addition, in a separate proceeding the California Public Utility Commission also approved an advice letter filing to allow Golden State Water Company to create and implement a water conservation memorandum account to track the extraordinary expenses and revenue shortfall associated with the conservation measures in conjunction with the declared drought in California. The water conservation memorandum account was effective August 18, 2008 and has been used to track the revenue shortfall until the WRAM and modified supply cost balancing account were implemented on November 25, 2008.

In January 2009, Golden State Water Company filed an advice letter seeing authorization to recover about $1.9 million of the revenue shortfall from August 18th to November 25th. While the water conservation memorandum account to track the revenue shortfall has been replaced by the WRAM after November 25, 2008, the conservation memorandum account will still be tracking extraordinary expenses associated with the drought in California.

However, unlike the WRAM, which is probable for recovery according to the August 21st CPUC decision, the recovery of the water conservation memorandum account is not certain and will not be recorded on our financial statements until approved by the CPUC. This is why the decrease in consumption during the first nine months of 2008 negatively impacted earnings. If the $1.9 million is approved as filed, Golden State Water Company will then record a regulatory asset and an increased income.

For 2009 the following regulatory proceedings at AWR's regulated utilities are expected to impact earnings:

First, the California Public Utility Commission has approved escalation year rate increases for all three Golden State Water Company water ratemaking areas effective January 1, 2009. The total estimate of additional revenues for 2009 due to these escalation year increases approximate $9.4 million.

Second, revenues will be adjusted prospectively for all regions based on the results from the cost of capital proceeding. A proposed decision was issued with a return on equity of 10.2%. The proposed decision has been held by commissioner bond until March 26, 2009.

Third, Golden State Water Company's Bear Valley Electric Service division filed its general rate case with the CPUC's electric division in June 2008 requesting an annualized revenue increase of $6.8 million in 2009 and incremental increases of $3.7 million over the three-year period 2010 to 2012. We expect the decision to be issued in June or July.

Additionally, Golden State Water executed new purchase power contracts in October 2008 that began providing power to Bear Valley Electric effective January 1, 2009 at a fixed cost over a five-year term. We have filed an amended application to request California Public Utility Commission approval of the contract and also requested regulatory accounting treatment for all unrealized gains and losses on the new contract to avoid having to recognize an earnings impact from derivative accounting. We think a final decision on the power contract application will be issued in the second quarter of 2009.

Fourth, Chaparral City Water Company also has a rate case proceeding in front of the Arizona Corporation Commission requesting an annualized revenue increase of $3.1 million. We hope we will receive a final decision in the third quarter of 2009.

Let's talk a little bit about water supply issues. The drought in California is a hot topic these days. In order to help ensure the reliability, quality and affordability of water, Golden State Water Company manages a portfolio of water supplies, including groundwater production, the use of treated surface water, and arrangements with water wholesalers. Golden State Water Company provides approximately 55% of its demand through pumping its own wells and we purchase about 45% of our supply.

Golden State Water has contracts with various governmental entities, principally member agencies of the Metropolitan Water District of Southern California - MWD for short  and other parties to purchase water for distribution to the company's retail customers. MWD's principal sources of water are the Colorado River and the State Water Project. And as you know, the State Water Project conveys water from Northern California.

Water supplies available to MWD through the State Water Project have historically varied from year to year based on weather, although MWD has generally been able to provide sufficient quantities of water to satisfy the needs of its wholesale customers. However, a key link in the State Water Project is the Sacrament-San Joaquin River Delta, which exits to the San Francisco Bay. Due to the federal court-ordered pumping restrictions for the delta, the current outlook for deliveries from the State Water Project has not improved.

In light of pressure on all of its sources of imported water, including the drought mentioned earlier, MWD has indicated that a regional shortage of 10% to 25% or more is possible for 2009 and has stated there is a 75% chance of mandatory rationing occurring in the service territories in 2009. MWD had declared restrictions on water availability for groundwater replenishment and other supply programs. MWD has also announced planned increases to its water rates beginning in 2009. Increases in prices from wholesalers such as MWD flow through the water supply balancing account for Golden State Water Company.

Golden State Water also purchases water from the Contra Costa Water District for use in its Bay Point service territory. The Contra Costa Water District, which also relies on water flow through the delta, has also announced plans for mandatory water allocations and restrictions in 2009. Golden State Water Company is working closely with Contra Costa Water District to ensure continued supply to customers in its Bay Point service territory through implementation of possible mandatory water conservation activities.

Golden State Water Company is closely monitoring developments and working with its water suppliers to safeguard the supply and evaluate potential emergency responses to a prolonged reduction in imported supplies. In addition, the company has begun to aggressively pursue voluntary conservation measures among its customers and implement customer education initiatives to help to deal with supply variability and the general scarcity of water supplies.

As reported in our recent news release, the Board of Directors of American States Water Company approved a quarterly dividend of $0.25 per share at its January 2009 meeting. This action represents the 291st consecutive dividend payment by the company. For more than 54 consecutive years, American States Water Company shareholders have received an aggregate annual increase in dividends. The company presently intends to continue paying quarterly cash dividends in the future subject to earnings and financial conditions and such other factors as the Board of Directors may deem relevant.

American States shareholders should know that despite the difficult stock market conditions, American States Water's share price continued to outperform both the Dow Jones and S&P 500 indices. Using the SEC guidelines for reporting financial performance, $10,000 invested in the shares of American States Water at December 31, 2003 would be worth $15,285 at December 31, 2008. This still amounts to an annual compound growth in shareholder value of 8.9%.

Before I turn the conference over to the operator to entertain questions, I'd like to thank you again for your continued support and interest in the company.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Debra Coy - Janney Montgomery Scott LLC.

Debra Coy - Janney Montgomery Scott LLC

On ASUS, it's great to see that contributing in the fourth quarter and I'm wondering what you can tell us about how things are shaping up for 2009 - number one, where you stand on any additional rate increases or adjustments there, and number two, what the prospects are for additional construction work or whether the construction work you were doing on the East Coast bases was wrapped up in the fourth quarter?

Bob Sprowls

Okay, let's talk about prospective financial information. We typically haven't provided that for ASUS.

Debra Coy - Janney Montgomery Scott LLC

No, I know, but just generally directionally.

Bob Sprowls

Well, that business has been volatile and, as you said, fourth quarter was improved performance there and we're glad to see that. It's one of these things where we don't know whether we're out of the woods at this point and don't want to say that we are before we are, so we're going to be conservative in terms of saying where we are there.

Regarding the major construction projects, we still have, I think, a little bit to go there in terms of a couple of these major projects that we're doing on the East Coast, but I'll tell you, there's a number of construction projects that need to be done at Fort Bragg and it's just the timing of that we're a little bit unclear. So we're going to continue to do these construction projects and it's going to probably vary base to base.

Regarding the price redeterminations, we've done filings for price redeterminations on our East Coast bases and so that has to run its course. We have a request for equitable adjustment in at Fort Bliss. Once that gets completed we feel we can then go in and file a request for price redetermination there. So really we've asked for price increases everywhere we can except Fort Bliss and that's because we've got to resolve this inventory issue first.

Debra Coy - Janney Montgomery Scott LLC

Just to back up, if you can explain the inventory issue? You mentioned that you did get a $100,000 a month increase at Fort Bliss starting in October, so that's an interim partial increase? What exactly is the situation at Fort Bliss?

Bob Sprowls

Yes, that's an interim increase and so we're waiting for a final decision there that will deal with where we head prospectively as well as I believe there's some consideration of whether of this is retroactive.

But as you know, the situation there is we've taken over significantly more assets at Fort Bliss than we were led to believe in the RFP that was sent out, and so it's a goal to try to get that run to ground here and moving forward. And then that will affect the price redetermination at Fort Bliss.

Debra Coy - Janney Montgomery Scott LLC

That's the inventory issue you referred to, the inventory of assets?

Bob Sprowls

Yes, that's right.

Eva Tang

The losses for '08, the majority of it comes from the new bases, the two bases in Carolina. And we have made policy that we will seek contract modification approval from the government before any work begins unless it is emergency related work, so I think that will definitely help us going forward. That's just something I would like to add here.

Debra Coy - Janney Montgomery Scott LLC

Okay. So the additional work that you were doing that was resulting in operating losses, you won't do that any more unless you get preapproval?

Eva Tang

Yes, unless it's emergency work.

Bob Sprowls

Admittedly, some of the work and work action was emergency related and it's just the situation there was so difficult we didn't feel like we could not fix the sewer system there. So we've now filed a request for equitable adjustment for those dollars and hope to receive them in 2009.

Eva Tang

That's right.

Debra Coy - Janney Montgomery Scott LLC

And on Golden State, our understanding on the 10.2% ROE, you mentioned that that decision is being held until March 26th. What does that mean?

Eva Tang

It's supposed to be on the agenda today. It got postponed to the next day. So I think the commissioners are discussing the issues. I don't know what exactly will come out of that, but the PD's out there.

Bob Sprowls

But, Eva, there's no guarantee that it will be dealt with on March 26th?

Eva Tang

No. For now they've postponed it to March 26th.

Debra Coy - Janney Montgomery Scott LLC

So it could be postponed further, so that's still a matter of debate is the fair conclusion that we can take from that?

Bob Sprowls

I think that's right, but they know that everyone is waiting for them. They're trying to move it along is what I've heard, but there's no guarantee that March 26th we'll get a final there.

Debra Coy - Janney Montgomery Scott LLC

And then just as a reminder in terms of how to calibrate it, if we were to get the 10.2% that's in the proposed decision, what sort of adjustments would that mean for you across your jurisdictions? I can't recall exactly where your current allowed ROEs are.

Bob Sprowls

Yes. Region 3 is at 9.8%, Region 2 is actually at 10.2%, and Region 1 is at 10.1%.

Debra Coy - Janney Montgomery Scott LLC

So it would be a net benefit for you?

Bob Sprowls

Yes, net benefit because it would not be a takeaway in any of those areas.

Now, of course, Region 2 and 3 are our biggest regions, so Region 2 will be a wash, Region 3 there'll be some pretty good upside between 9.8% and 10.2%, and then Region 1, a smaller area for us, 10.1% is our current ROE there.

Debra Coy - Janney Montgomery Scott LLC

So when that's finalized that would take effect presumably at this point perhaps some time in the second quarter?

Eva Tang

Yes.

Bob Sprowls

Yes, it'll be a prospective - there won't be any retroactive back to January 1st.

Debra Coy - Janney Montgomery Scott LLC

And on Arizona, we knew that you had the rate case there that had been dragging on and on, and you mentioned both the economy and the regulatory situation as the cause for the goodwill writedown. Which of those two pieces is the bigger and how should we - Arizona's been small, but how should we think about that going forward?

Bob Sprowls

Well, I think the economy is a pretty good impacter to that impairment analysis. You know, we have to do this impairment analysis every year, and I don't want to give you the impression the regulatory situation over there is not all that favorable. I don't want to give you the impression that it's gotten considerably worse, because it really hasn't.

Debra Coy - Janney Montgomery Scott LLC

We hope it's gotten better, actually, with some of the changes.

Bob Sprowls

Yes. The hope is that it has gotten better, but you still have an elected commission, you still have a historical test year. And, you know, with each year that passes it's really getting more difficult for us to prove that it is improving. But, you know, during 2008 our remand proceeding didn't work out very well for us, so we had to factor that into the impairment analysis. We spent quite a bit of time analyzing whether there's been an impairment and this is what we've concluded.

Debra Coy - Janney Montgomery Scott LLC

Can you say at this point what your rate base is in Arizona?

Eva Tang

I think about $24 to $25 million.

Debra Coy - Janney Montgomery Scott LLC

And we can assume that you're significantly underearning what even is your - what's your current allowed ROE in Arizona?

Bob Sprowls

Well, that's a confusing question because under original cost rate base the ROE there is 9.3%. Now when we filed a remand to get fair value treatment for our rate base, the commission came in and basically gave us the fair value rate base, but reduced the ROE to basically compensate for the difference in rate base. So at the end of the day we can out with I think a $12,000 increase in annual revenues.

So that was, what, 7 -

Eva Tang

7.4, I think.

Bob Sprowls

Yes, somewhere in the neighborhood of 7.2 to 7.4 was the allowed ROE on fair value rate base.

Debra Coy - Janney Montgomery Scott LLC

So the delta would be, whatever the final decision is, if you can do some catch up there?

Bob Sprowls

Yes, I'd focus on 9.3% on original cost rate base. The number Eva gave was the original cost number, not the fair value.

Debra Coy - Janney Montgomery Scott LLC

So the fair value rate base is higher?

Bob Sprowls

Yes.

Debra Coy - Janney Montgomery Scott LLC

For what you've put into it since then?

Bob Sprowls

Yes.

Eva Tang

It's an historical ratemaking area over there, so you always have a regulatory lag in the state. By the time they authorize a rate of return, which is kind of low - even lower than California, ROE  it's already a year and a half later than the time you spent the money. So there's always a lag in Chaparral City Water Company. That's something we evaluate as well when we're forecasting.

Bob Sprowls

So, Eva, this rate case we filed in '07 is using a test year of '06?

Eva Tang

Right.

Debra Coy - Janney Montgomery Scott LLC

And it still hasn't been determined?

Bob Sprowls

Yes, we still haven't got -

Debra Coy - Janney Montgomery Scott LLC

So you're way behind, right?

Bob Sprowls

Yes. I mean, that's the trouble with historical test year states. And I had the opportunity to go over there and testify about that, but it didn't seem like they said oh, you're right, we're should change. It really is a state that - a difficult regulatory environment.

Debra Coy - Janney Montgomery Scott LLC

It raises the question of why we have those assets at all, but I guess we can leave that for another time.

My last question is you mentioned higher labor and employee cost expense. Is that partly pension related and can you comment on where your current pension expense is and will be? That's been a topic that has come up as all of our companies have been reporting this time around.

Bob Sprowls

Yes. The higher employee cost is, you know, we've added people to staff at American States Utility Service just because that business is growing, and then we have some wage increases.

Eva, I don't think pension costs were a big driver for 2008?

Eva Tang

Yes. It's not for '08, but will be for '09.

Bob Sprowls

Why don't you talk a little bit about pension?

Eva Tang

Okay. Well, Debra, as you know, for our company we're supposed to recover our FAS 87 expenses and due to the market downturn our [inaudible] assets at the end of the year, like everyone else, has a loss. And the discount rate to calculate the present value of the projected benefit obligation's also lower, resulting in higher PDO balances. So both of those factors increase our funded status and they reflect an increased accrued liability on pension costs. They are more detailed discussion in our 10K, which will be issued tomorrow, I believe. Note 11 talks in depth on those kind of discussions.

The thing I wanted to talk about, 2009 pension costs, that [inaudible] was from a decision issued back in 2007 because, as you know, our new decision won't come out until 2010. So none of us anticipated the market downturn back then. What I can say is that our '09 FAS 87 expenses will most likely be higher than what's authorized in the rate. That's probably facing a lot of utility companies these days.

But the good news is early this month we filed an advice letter requesting to establish a pension costs memorandum account. If that is approved, we'll track the difference between the cost authorized by the CPUC and our actual costs.

Debra Coy - Janney Montgomery Scott LLC

So we shouldn't actually see the impact, then, in earnings because you'll just be tracking it in the memorandum account and recovering it at some point?

Eva Tang

Yes, we'll be tracking, but until we receive the recovery from the CPUC I think earnings will see a significant impact by the increasing pension account. Because, you know, the difference between the memorandum account and the balancing account is the balancing account is more assurance. [Inaudible] a memorandum accounts is tracking mechanism for the spend that your costs in that account become bigger. Then you can go in to file for recovery. So until we receive the recovery, we will probably impact earnings by this increase in pension costs.

Operator

Your next question comes from Michael Gaugler - Breann Murray, Carret & Co.

Michael Gaugler - Breann Murray, Carret & Co.

Regarding the acquisition pipeline, I'm wondering if the current economic environment has brought more opportunities to the table for you.

Bob Sprowls

Are you asking about small companies, big companies or just generally?

Michael Gaugler - Breann Murray, Carret & Co.

Just generally.

Bob Sprowls

Generally? Well, we've seen sort of smaller, I guess, water district type companies that are in some cases having some trouble meeting their CapEx requirements, so troubled systems. I think what we'll see is potentially more opportunities there. And our company's position on that is we'd like to get comfort that the PUC is going to allow us to go in there and invest the kind of dollars we need to right those systems before we go and start buying those systems.

As part of the water action plan at the commission there is a component to the water action plan that allows us to do that, but it's one of those things you've got to do your missionary work with PUC staff before you go and do that.

So we are seeing a little bit of that. There's, I don't know, other potential acquisitions on the forefront, but it's still starting to materialize, I guess.

Operator

Your next question comes from Timothy Winter - Jesup & Lamont Securities Corporation.

Timothy Winter - Jesup & Lamont Securities Corporation

I'm just trying to fully understand the military privatization contracts a little better. What specifically was the construction activity in the fourth quarter that was the big surprise and how do you determine the difference between like what's an emergency construction that doesn't fall into the contract and what goes into cost plus?

If you can answer that, then I'll follow up with how would you characterize your contentment with this business and the military with you guys and opportunities for expanding to other bases, are they still out there? Is the military coming to you because you're doing so well that they want you to do some more bases?

If you can just talk a little bit more about that whole business, I'd appreciate it.

Bob Sprowls

Okay. Well, one of the construction projects was the combat aviation brigade project at Fort Bliss. There's work, my understanding is, to relocate an airfield there, and with that you've got to be making adjustments to water and wastewater systems around that. And so that's been a project that we've been working on in 2008. Also there's a project at Fort Lee in Virginia that we've been working on. And then these special projects come up from time to time as the government sees a need to do these special projects. In some cases they're outside the realm of the contract that we have signed with them, so we have to get a contract modification. So that's what those projects were.

I'm trying to think through the other questions. One was are we happy with this business to date? We're not happy with the financial performance of that business. We're happy that we are moving up the learning curve on that business and I think we have some competitive intelligence as to how to operate that business after having operated it since October of 2004. So we have focused on improving our performance there.

I know that in 2008 we struggled in terms of the bottom line at ASUS. One bright spot was we did a much better job of cash collection with the government, and that contributed, actually, in the fourth quarter to our reducing our allowance for doubtful accounts. So we're learning the business and it's taken us awhile to do that.

In terms of additional base activity, we are still bidding on additional bases at this point; I don't have a sense, though, that the government has stepped up the letting of these bases. But we are bidding on some and that's just going to have to run its course.

I think more of our focus in 2009 will be to make these bases that we have profitable.

Eva Tang

And one discipline, Tim, we try to aim for is to review the contract scope and get modification before we start work if we think the cost will be over what our original contract would be, so that's something we are aiming for. For the emergencies, those are the things we have to do, otherwise it's a liability issue, so for that we track it and we ask for recovery later. But for things we can foresee, we make a target that we will ask for recovery first before we start work. So that's something we are trying to achieve for the coming year.

Timothy Winter - Jesup & Lamont Securities Corporation

If you look at your whole portfolio of contracts, are there some of them that are very profitable and some that you've experienced some challenges that bring down the whole portfolio?

Bob Sprowls

Yes. Actually, the two new bases - Fort Bragg in North Carolina, Fort Jackson in South Carolina  those two new bases have really been a drag on the performance in 2008, Fort Jackson in particular because we expended a significant amount of dollars in our sewer repair activities really in the third quarter that hurt that business somewhat. Fort Bliss, I think we're making some progress there financial performance-wise. The Virginia bases have been pretty good performers, as well as Andrews Air Force Base in Maryland.

I think working through the price redetermination process the first time is real important because it's clear from our interaction with the government that this is not a streamlined process from their end, and so we're all kind of learning this together. At Fort Bliss we're dealing directly with them on the price redetermination; the East Coast bases in Virginia and Maryland, we are dealing with the Defense Energy Support Center and making progress there.

So I think 2009 will be a pretty key year for us in the price redetermination process. It'll be a good understanding of what this business can do for us.

Timothy Winter - Jesup & Lamont Securities Corporation

Were there any major construction projects in the military bases that you're aware of currently that might be material to earnings?

Bob Sprowls

Going forward?

Timothy Winter - Jesup & Lamont Securities Corporation

Yes, in 2009.

Bob Sprowls

Well, the projects that existed in 2008 - let's go back to 2007; we had a significant wastewater expansion project there, $21 million. In 2008 we had these two much smaller projects, one at Fort Bliss and one at Fort Lee. I guess there's no project like the 2007 project, that we're aware of at least. The smaller projects do come up from time to time, but I don't know that, Eva, we've stated publicly whether there are any of these smaller projects.

I think to the degree we get a large project, we'll tell the market about it when we get. We haven't put anything out there.

Operator

(Operator Instructions) Your next question comes from Jonathan Reeder - Wachovia.

Jonathan Reeder - Wachovia

Could you discuss a little bit about the equity offering timing and how it stands there? I know you guys just got the senior notes issues, which I guess probably buys a little more time, and I guess where the credit line, the $150 million credit line, what the capacity is left on that.

Eva Tang

I think we are [in] position ourselves to issue equity in 2009. It depends on the market situation; it's very volatile there. That's still our timeline to issue equity in 2009.

Bob Sprowls

Eva, at 12/31/08 our borrowings under our revolver were - we still had some -

Eva Tang

Still had room left.

Bob Sprowls

$25 to $30 million worth of room under our revolver.

Eva Tang

That's right.

Bob Sprowls

And then we just brought an additional $40 million in through the private loan.

When we talked to the rating agencies in December one of the things they wanted us to do or what they want companies to do is prove up their liquidity in terms of their ability to finance the business going forward. We're very focused on not having to cut back our CapEx program because our systems need and it's a good way to grow the company. And so we went out and got this loan to prove up our liquidity and we've done that, and now we have a little bit of breathing room.

So we do need to issue some equity just from a capital structure standpoint and so we'll look for an opportune time to do that, but we consider things like where the stock price is and how much of a hit we take with doing an equity offering. Some companies saw their stock price go down a bit because of an equity offering overhang and we're trying to avoid that, to be honest.

Jonathan Reeder - Wachovia

Where's the consolidated equity ratio at the end of 2008 and if you could just discuss what your target is? I don't think that you're in the same situation as maybe some other companies, not necessarily in the water industry, but where they have to issue equity almost regardless. I believe you guys can be pretty patient, but if you could just discuss the equity ratio year end and where you want it to be.

Eva Tang

Jonathan, I think the equity ratio at the Golden State Water we always target at 50/50% - 50% debt, 50% equity - and that's what we aim for. As for American States Water Company, it depends on the situation, I think. It's a little bit toward more of the debt than equity. We will issue the K tomorrow and that will have more detailed information. And if you have a question, then give me a call after you see the 10-K tomorrow.

Jonathan Reeder - Wachovia

So I figured the end of the third quarter you're around 49% consolidated equity ratio. It's not materially different from there? Is that fair to say?

Eva Tang

Yes.

Jonathan Reeder - Wachovia

And then that would be well within your range?

Bob Sprowls

Jonathan, I think it's a little bit of a function of - I think our cap ratio expectations are a function of what we get recovery of through the commission and that's where this cost of capital hearing impacts that. I think what we filed for, Eva, under our cost of capital hearing was 53% equity at Golden State, if I'm not mistaken.

Eva Tang

Right, but the PD is a little bit different.

Bob Sprowls

Right, the PD came back with 51%.

Eva Tang

51%.

Bob Sprowls

So if our regulators are saying 51% is what we have to live with, that's what we'll live with. And then from an AWR standpoint, I think we could be in that 49% to 50% equity ratio.

I think we are focused on doing an equity offering in 2009. It's just we're not going to do it at all costs, I can tell you that.

Jonathan Reeder - Wachovia

And then just a clarification, I guess, on the $77 million or so in CapEx that you did in '08. Was that all company funded or what was the company funded portion?

Eva Tang

That's not all company funded; a portion of it is from developers.

Bob Sprowls

But it's, what, $5 million roughly?

Eva Tang

Roughly.

Bob Sprowls

That's provided by developers?

Eva Tang

Right. And the cash flow of the 10-K will have that information.

Jonathan Reeder - Wachovia

Is there any update or have you received any feedback on the $50 million consolidated rate case application you had with the CPUC or has that essentially taken a back seat while the cost of capital's being worked through?

Bob Sprowls

We're just kind of getting started on that, to be honest, meeting with staff on issues, etc. We have to have a decision there really by 12/31/09, so we're just going through that process now. There's not much we can share there, Eva, unless you know of anything?

Eva Tang

Yes, that's pretty much the case. I think we're doing the negotiation process with the departmental ratepayer advocate, talking about a few issues, and we'll have a meeting with them. To the extent there are unresolved issues, we'll take it on to a hearing.

Bob Sprowls

You understand the process there - meet with DRA, see what issues you can reach agreement then and then basically go to hearing on the rest.

Jonathan Reeder - Wachovia

Can you remind me, your last few rate cases, they've all gone to a full commission decision, they haven't been settled, have they?

Bob Sprowls

Certain issues go to hearing pretty much every time for us, and I would guess that's the case here. I would guess we're going to go to hearings on certain issues. I can't say which ones. We don't generally agree with them on a lot of things, to be honest. It's just what you can live with, that sort of thing.

Jonathan Reeder - Wachovia

And then on the cost of capital, the one region where you have the 9.8%, I don't remember if the commission specifically gave you a 20 basis point penalty, but that essentially will wipe the slate clean on that cost of capital?

Bob Sprowls

Yes. I think it was a 10 basis point penalty but, yes, that should be behind us if this proposed decision is approved at 10.2%. We'll just move forward.

Operator

(Operator Instructions) Your next question comes from Debra Coy - Janney Montgomery Scott LLC.

Debra Coy - Janney Montgomery Scott LLC

On the memorandum account for conservation, the $1.9 million that you mentioned that you have accrued there waiting for approval, if you receive approval for that - well, I guess, number one, if you have any idea when there might be a decision on that, and, number two, if it was approved, would that be recognized all at one time or how would you recognize that?

Eva Tang

The timeline, we're not sure - your first question, Debra. If it got approved, we will record $1.9 million at the time in its entirety. So we will, I guess, debit a regulatory asset and book this income at that point.

Bob Sprowls

Unless the decision on this has got something that we are not sure of where we'd have to spread it out, but usually you can book these things when you get approval.

Eva Tang

Yes, it's become a reg asset.

Debra Coy - Janney Montgomery Scott LLC

So it would be similar to the nine months retroactive that you've booked in the fourth quarter of 2007?

Bob Sprowls

Yes.

Operator

And we have no further questions at this time. Do you have any closing remarks?

Bob Sprowls

I do. I just want to thank you all for your participation today and for your continued interest and investment in American States Water Company.

Operator

Ladies and gentlemen, this concludes today's American States Water Company conference call.

As a reminder, this call will be available for replay beginning at approximately 1:00 p.m. Pacific Time. The number to dial for the replay is 1-800-642-1687 and the conference ID number is 87921415. You may also access the replay at www.ASWater.com.

Thank you for your participation. You may now disconnect.

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Source: American States Water Company Q4 2008 Earnings Call Transcript
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