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American States Water (NYSE:AWR)

Q3 2012 Earnings Call

November 5, 2012, 2:00 p.m. ET

Executives

Eva G. Tang - CFO, Principal Accounting Officer, SVP of Finance, Treasurer and Corporate Secretary

Robert J. Sprowls - CEO, President

Analysts

Michael Gaugler – Brean Murray, Carret & Co.

Jonathan Reeder – Wells Fargo

(Hika Dor) – Robert W. Baird & Co, Inc.

Operator

Ladies and gentlemen, thank you for standing by. Welcome to the American States Water Company, AWR, conference call discussing the company’s financial results for the third quarter of 2012 results. If you have not received a copy of this morning's earnings release, please call (909) 394-3600 extension 651, and one will be faxed or emailed to you. If you would like to listen to the replay of this call, it will begin this afternoon at approximately 2:00 p.m. Pacific Time and run through Monday, November 12, 2012. After logging onto the website, click the Investors button at the top of the page. The archive is located just above the Stock Quote section. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. (Operator Instructions).

As a reminder, this call will be recorded and will be limited to no more than 1 hour.

At this time, I would like to turn the call over to Eva Tang, Chief Financial Officer of American States Water Company.

Eva G. Tang - CFO, Principal Accounting Officer, SVP of Finance, Treasurer and Corporate Secretary

Thank you, Laura. Welcome everyone and thank you for joining us today. On the call with me is our President and CEO, Bob Sprowls.

I would like to first remind you that certain matters discussed during this call may be forward-looking statements intended to qualify for the Safe Harbor for liability established by the Private Securities Litigation Reform Act of 1995. Please review a description of the company's risks and uncertainties in our most recent Form 10-K and Form 10-Q on file with the Securities and Exchange Commission.

Now let’s move on to the quarterly results. I’m pleased to report that we continue to deliver strong quarterly results. Our third quarter earnings from continuing operations increased by 17% to $0.97 per share compared to $0.83 per share for the third quarter of 2011.

Net income for the quarter increased by $3.1 million or 19.6% compared to the same period in 2011. Our earnings for the third quarter were also above analysis consensus due to increased construction activities at a contracted service segment, and our cost control effort as regulated operations.

For the third quarter of 2012 our operating revenues increased by $13.8 million or 11.5% to $133.5 million. The main driver of this increase continues to be our contracted services segment, American States Utility Services, or ASUS.

ASUS’s revenue increased by $13 million to $34.4 million compared to the same period last year, primarily due to increased construction activity at all military basis. At Fort Bragg, there continues to be significant progress made on a major water and wastewater pipeline replacement project, estimated to be substantially completed by the end of 2013.

While the revenues at Golden State Water increased by $1 million, primarily due to rate increases approved by the California Public Utilities Commission, effective January 1, 2012, to recover infrastructure improvements and operating cost.

Our water and electric supply cost were $30.7 million and approximately 31.6% of total operating expenses for the third quarter of 2012.

As you know, any changes in purchased the water, power purchase for pumping, pump taxes for water segment as compared to the adopted supply cost, are covered by the Modified Cost Balancing Account.

The electric utility segment also has a full cost balancing account to track the changes in purchased power and transmission related costs.

Other operations expenses remained about the same as compared to the same period in 2011. Administrative and general expenses decreased by $660,000 compared to the same period in 2011, due to lower outside service cost, labor and other employee related cost at Golden State water.

Depreciation and amortization expense increased by $676,000 to $10.2 million for the third quarter of 2012 as compared to the same quarter in 2011 due to [inaudible] additions, [inaudible] decreased slightly by $114,000 primarily in the contracted services segment, due to the need to perform pipeline replacement capital work, in lieu of routine maintenance services.

While we expect planned maintenance cost related to water services to increase during the fourth quarter and in to 2013, it is difficult to predict the timing and the scope of any unplanned emergency work that may arise.

Property and other taxes for the quarter increased by $196,000, due to an increase in overall low [inaudible] taxes. ASUS construction expenses increased by $10.2 million to $23.3 million during the third quarter of 2012 as compared to the same period in 2011. This increase is primarily due to increased construction activities at various military bases, especially at Fort Bragg, Andrews Air Force Base, and the military bases in Virginia.

Interest expense, net of interest income and other non-operating items decreased by $782,000 to 5.4 million for the third quarter of 2012, as compared to the same period in 2011. The decrease was due to short-term borrowing – bank borrowing, higher interest income earned on a regulatory assets, and a lease on claim currently under review by the Internal Revenue Service, and again recorded on Golden State Waters investments.

Income tax expense increase by $1.8 million to $12.4 million as compared to the same period in 2011. This increase was due to the increasing pretax income for the quarter.

Turning our attention to liquidity and capital resources. I’m pleased to report that net cash provided by operating activities increased significantly by $28.9 million to 91.6 million for the nine months ended September 30, 2012, as compared to $62.6 million for the same period in 2011.

The increase was due to lower tax payment as a result of accelerated depreciation in connection with tax law changes, the timely collection of amount billed for construction work at ASUS, [inaudible] approved rate increases for all of our regulated businesses, and surcharges collected to cover the water revenue adjustment mechanism balances.

Moving on to our capital expenditures. Gold State Water invested $47.2 million in capital projects during the nine month ended September 30, 2012. We are accelerating our capital expenditures during the fourth quarter, which will put us on track to spend 70 to $75 million in capital improvements for 2012.

Golden State Water also expects to spend an average of approximately $85 million of capital expenditures each year for the year 2013 through 2015. This amount is estimated based on the capital expenditure included in the proposed settlement agreement in the water divisions rate case. There’s an advice [inaudible] water projects and a CapEx proposed in the electric divisions rate case.

Through the degree, the capital expenditures are revised in either case, we will adjust our estimate and spending accordingly.

At the end of the third quarter we had $43 million of cash, and no borrowings under our revolving credit facility. In October, Golden State Water redeemed its $8 million, 7.55% medium notes, of medium term notes.

We continue to evaluate the needs, to reduce the cost of borrowing by redeeming that with higher coupon rates with the reduction and borrowing cost result in cost savings for our customers.

For 2013, we do not plan to issue equity because we have plenty of cash right now. Our year-to-date, September diluted earnings per-share from continuing operations were $2.30, which represents a 22% increase over the same period of prior year. For additional details on our year-to-date performance, please refer to our earnings release and the Form 10-Q issued earlier today.

And with that, I would like to turn the call back over to Bob.

Robert J. Sprowls 

Thank you, Eva, good afternoon, ladies and gentlemen. I’m pleased that it was another strong quarter for us, with continued earnings growth in our contracted services business, and discipline in controlling operating expenses at our regulated operations.

I’d like to take some time now to provide you with an update on the regulatory activities at our water and electric utility business segment. Last month we filed an application with the California Public Utilities Commission to adjust the return on equity, our ROE for 2013 from 9.99% to 9.43%.

This anticipated reduction came in as expected, and is of course the result of the water cost of capital mechanism. It is important to note that while this mechanism can reduce ROE in historically low interest rate environments, like the one we’re in now, this mechanism greatly benefits shareholders in a rising interest rate or inflationary environment by increasing ROE.

As discussed in previous calls, this mechanism adjust ROE and rate of return on rate base between the three year cost of capital proceedings, only if there is a change of more than 100 basis points in the average of the Moody’s AA Utility Bond Rate, as measured over the period October 1 through September 30. If the average Moody’s rate for this period changes by over 100 basis points from the benchmark, the ROE will be adjusted by one half of the difference. The period October 1, 2011 through September 30, 2012, the Moody’s rate declined by 112 basis points from the benchmark.

As a result, Golden State Water Company’s water ROE will decrease by 56 basis points from 9.99% to 9.43% effective January 2013. The authorized return on rate base for the water segment will be adjusted from the current 8.64% to 8.34% for 2013.

The reduction to the ROE will impact the water segments revenue requirement for 2013. In June, we settled almost all the issues in our water rate case with the CPUCs division of ratepayer advocates and the Utility Reform network.

The proposed settlement after the ROE adjustment, if approved by the CPUC would generate approximately $9.9 million in additional annual revenues, and $13.4 million in additional dollar gross profit margin starting in 2013, as compared to 2012 adopted amounts.

The settlement agreement is subject to an acceptable resolution regarding the reasonableness of the water revenue adjustment mechanism or WRAM matter.

Hearings on the WRAM were held in September. We expect to have a proposed decision in the general rate case by the end of this year. If a final decision is delayed, the new rates will be retroactive to January 1, 2013, resulting in no impact to Golden State Water Company’s revenues and earnings for 2013.

In February 2012, Golden State Water Company filed its electric rate case for rates in years 2013 through 2016. If rates are approved as filed, the rate increases are expected to generate approximately $1.3 million in annual revenues for 2013. We expect the final decision on this rate case in the first quarter of 2013.

We have received authority to track the difference in a memorandum account for the increase in new rates between January 1 and the decision date, and to seek recovery later.

Let’s turn our discussion to the company’s contracted services business, American States Utility Services, or ASUS. ASUS continued to show strong earnings as we increased our construction activities at the various military bases ASUS serves, especially at Fort Bragg. We are making progress on the $58 million water and wastewater pipeline replacement project and expect the project to be substantially completed by late 2013.

There are many variables that affect the timing of construction work. Some of these variables, such as weather, worked in our favor during the first nine months of the year, but may not be a benchmark to project earnings for the fourth quarter.

As I’ve discussed on previous calls, filings for price redeterminations, request for equitable adjustment and contract modifications awarded for new projects, provide ASUS with added revenues and the opportunity to cover its cost, and consistently generate positive operating income.

At current, we have no significant request for equitable adjustment outstanding with the U.S. government. Various price redeterminations for managing the assets at the military basis are in negotiation with the government.

The following is the summary of the status of price redetermination filings and activities at the various military bases ASUS serves. The U.S. government is currently reviewing the first price redeterminations for Fort Bragg in North Carolina and Fort Jackson in South Carolina, which were filed in December 2011, and February 2012 respectively.

Interim price increases are in place for both military basis. At Fort Bragg, in addition to the water and wastewater project, there are two significant modifications approved by the government this year, which will impact 2013s revenues and earnings.

In March, 2012, ASUS received a contract modification regarding installation of new water meters at Fort Bragg. The contract modification provided for a reduction in the number of water meters to be installed, and the price associated with this revised scope.

This $11.0 million project commenced during the second quarter and is being performed in conjunction with a backflow preventer installation project. Both projects are expected to be completed by the end of 2013.

In September 2012, we received a $17.6 million contract modification for construction of Patriot Point Phase 1. This project includes construction of all water and sewer infrastructure required to provide such services to a new area of Fort Bragg. Construction is scheduled to start in the fourth quarter of 2012, the substantial completion, expected by the first quarter of 2014.

While it’s difficult at this time to quantify the earnings impact of these new projects, we expect the majority of this new construction work to impact 2013s earnings. We have reached an agreement with the U.S. government on our first price redetermination for Andrews Air Force Base in Maryland, final contract modification if pending government funding approval.

The second price redetermination for Fort Lee was filed with the U.S. government in May 2012. Second price redetermination for the other military bases in Virginia was filed with the U.S. government in July, 2012.

We anticipate negotiations with the government on these redeterminations to begin during the fourth quarter of 2012. The price redetermination for Fort Bliss for the three year period beginning October 1, 2012, was filed in July of this year. We just learned that the government has agreed in principal with our submission, which among other things provides for an annual increase of approximately $450,000 to the operations and maintenance fees, effective October 2012, compared to the amounts currently in effect.

The price redetermination is pending funding by the government. We view this timely action by the government as very positive for our on-going request on price redetermination.

ASUS will continue to work closely with the U.S. government to help insure the timely submittal and resolution of all future price redeterminations.

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

We will now entertain any questions you may have about the information presented today. (Operator instructions).

We will begin with Michael Gaugler of Brean Capital.

Michael Gaugler – Brean Murray, Carret & Co.

Good morning everyone.

Robert J. Sprowls - CEO

Hi, Michael.

Eva G. Tang - CFO

Hi, Michael.

Michael Gaugler – Brean Murray, Carret & Co.

By the way, congrats on a really nice quarter.

Robert J. Sprowls - CEO

Thank you.

Michael Gaugler – Brean Murray, Carret & Co.

I guess I'd kind of like to focus my questions on the contracted services because that's certainly where the upside was in our model. It sounds like based on your earlier comments today that you expect that segment's revenues to kind of grow in 2013 versus '12. Is that correct?

Robert J. Sprowls - CEO

When we look at ASUS, we have reported earnings per share contributions for ASUS of $0.15, $0.19, and $0.21 for the first, second, and third quarters of 2012 respectively. And we've mentioned previously that earnings at ASUS have been strengthened in 2012 by a $58 million water and wastewater project at Fort Bragg.

We've also talked before about our $23 million backflow preventer and meter project at Bragg. Both projects will continue into the fourth quarter and throughout 2013. And of course as you look into the fourth quarter and into 2013, fourth quarter in particular, there may be weather issues there and we've got holidays and that sort of thing.

But as you look into 2013, there are some new projects at ASUS that one in particular, this Patriot Point Project, which is about an $18 million project. So this project as I mentioned will begin in the fourth quarter. And it should be completed by probably the first quarter of 2014.

So as you look to fourth quarter of 2012 and 2013, there's reason for optimism. We had a very strong year so far in 2012.

One thing we may see as a potential bit of a drag on earnings going forward would be we are focused on bidding area bases. And that should be a small drag on profitability.

So when you look to 2013, you've got some good things. You've got some gearing up to bid on new bases. And there's reasons to be optimistic.

Michael Gaugler – Brean Murray, Carret & Co.

That's helpful because I'm trying to get a sense of is the business sort of stabilizing now where we can kind of just plug in some reasonable growth expectations going forward? Will it be a bit uneven due to how the contracts fall? I'm just trying to take a little bit of the volatility out of forecasting side of things.

Then I guess my other question would revolve around water supply issues and how you're feeling here going into fourth and first quarter in terms of supply and how you're looking at that.

Robert J. Sprowls - CFO

Yes, on the regulated side, we're in decent shape on that. About I think 35% of our supply comes from MWD, the large water wholesaler. And they get a lot of their water through the Delta State water project. Fortunately, 2012 has been a year where there's been – the allocations have been larger than they've been in the past.

With that said, I'd sure like to see a wet winter to continue to help us sort of buildup supply within our underground basins.

Michael Gaugler – Brean Murray, Carret & Co.

All right, again thanks, and congrats.

Eva G. Tang - CFO

Michael, I'd like to follow-up on the first question on the ASUS. As Bob talked about 2012 and 2013, please keep in mind though that '12 and '13 are impacted by a few significant projects. Like the wastewater water project at Fort Bragg, the Patriot Point. Those projects completed by the end of 2013, perhaps on '14, unless we receive continued [inaudible] to build significant ones kind of two year or one year projects. So going into '14 and '15, that's something you need to think about model.

Robert J. Sprowls - CEO

The difficulty is we don't know if these large projects are out three, four, five years. And it's hard to give people great comfort that there will be those kinds of projects. But we're at a number of different bases and there's a lot of work to be done. So as I said earlier, there is reason for optimism particularly through 2013. And then we'll see where we go from there.

Michael Gaugler – Brean Murray, Carret & Co.

Got it, thank you.

Operator

(Operator Instructions). And our next question is from Jonathan Reeder of Wells Fargo.

Jonathan Reeder – Wells Fargo

Hi, Bob and Eva.

Eva G. Tang - CFO

Hi, Jonathan.

Jonathan Reeder – Wells Fargo

I just wanted to follow up a little bit to Michael. And maybe even look at it more on a big picture basis. Can you kind of discuss the drivers of Q4 this year what you're expecting versus say Q4 in last year?

Robert J. Sprowls - CFO

We could take a little bit of time on that. We've had of course the strong performance at ASUS. And as I had mentioned earlier, $0.15 in the first quarter of 2012 from ASUS. That may be a good starting point to start to think about what ASUS is going to do in the fourth quarter because we do have some weather issues potentially. But we would have had those in the first quarter even though it was sort of warmer than normal. And so that might be I guess a good number to look at for ASUS.

On the GSW side, looking sort of back at last year, the needle could get moved up a little bit around versus last year. But we are little bit behind in spending some dollars that we had wanted to spend, but we're just sort of working through it. So there may be a little bit of drag at Golden State Water relative to last year.

Jonathan Reeder – Wells Fargo

Okay, do you recall what ASUS earned last Q4?

Robert J. Sprowls - CFO

Yes, I think it was $0.07.

Eva G. Tang - CEO

Yes.

Robert J. Sprowls - CEO

So I think there's reason to think that the $0.07 is probably not that great a number. I think with the wastewater project, the $58 million project hitting on all cylinders right now, it's likely to be higher than that.

Jonathan Reeder – Wells Fargo

Okay, I really appreciate the additional insight into the projects at ASUS. Whenever you can keep us up to date on that, that is greatly appreciated. So thanks a lot for the help today.

Robert J. Sprowls - CEO

You're welcome and that's kind of our goal going forward to get more clarity on ASUS as we start to get that sort of clarity.

Operator

(Operator Instructions)

And our next question is from (Hika Dor) of Robert Baird.

Hika Dor – Robert W. Baird & Co, Inc.

Thank you. I wanted to go back. Eva, I had trouble understanding you. Can you repeat the CapEx numbers going forward? I believe you said $70 to $75 million for this year. What is it looking out a couple of years?

Eva G. Tang - CFO

I think we look at to spend $85 million on average for the next three years, '13, '14, and '15. Those numbers are based on the settled CapEx dollar with the (DRA) also the amount we filed with the BBE's case. So to the extent those numbers change, we will adjust those numbers.

Hika Dor – Robert W. Baird & Co, Inc.

And I noticed in the queue quite a bit of detail on some pending rehearing matters. I was surprised to see that there were three or four separate instances, each about $2 million possible impact where the DRA is looking to open up old cases. Can you or Eva maybe talk a little bit about why we see this trend and what's happening here?

Robert J. Sprowls - CEO

Let's start to talk about rehearing of the region two, region three case because that's the case it's been out there a while. I think the DRA got approval for the rehearing. If I'm not mistaken, it was midsummer last year, Eva?

Eva G. Tang - CFO

Yes.

Robert J. Sprowls - CEO

2011 and that was the case that had a lot of difficulty associated with it. It was a case that was delayed. And then it was a pulled decision that got pulled. So there are a number of issues associated with that. But some of the key issues that are, one issue is the La Serena plant improvement project. There's a debate on the expenditures that were spent there were prudent. And I think you'll recall that in 2010, we took a write-off associated with that particular project. And so there is a continued review of that project as part of this rehearing.

Testimony in that particular matter is in December I think.

Eva G. Tang - CFO

Yes.

Robert J. Sprowls - CEO

And then we're not expecting a proposed decision there until June I believe of 2013. Also as part of that rehearing is a question on deferred rate case costs. And this was a matter where we defer our rate case costs and then once we get a rate relief, we then amortize them throughout the period in which the rate relief goes into effect.

The DRA would prefer to have you forecast your rate case expenses for the future and have that in rates. And so that's really the issue surrounding that particular matter. We feel pretty comfortable on that particular matter because Suburban Water Company has a similar issue and it went through the commission fine in 2012. But it's still a matter that we have to deal with and also disclose so that everybody is aware of it.

The third matter in the rehearing was just the debate over how much general office expenses should be allocated to ASUS. And how do you account the basis? Do you count them as one customer or do you count them as I think 20,000 customers because there is separately metered customers on some of the bases.

But at that particular matter, Eva, do you want to talk about the Bear Valley issue?

Eva G. Tang - CFO

The Bear Valley if just at the beginning of the rate case. DRA in their report recommended us to decrease our rate by about $3 million. And the first item is just to decrease the recovery of our depreciation expenses because they think we are over collecting in this rate case from 2009 through 2012 because there are some retirement assets. But we think we have a very strong legal argument on that, the retroactive rate making. They can just look at the small period and determine whether we are over or under collecting concerning expenses. So expenses are estimated during any rate cases. So that's one issue.

I think the second one is just how you share whether the shareholders should bear the consulting of the service accounts related to rate case finding. And we don’t think that's anything they discussed before in front of the commission. So at this point, all the issues we talk about, we don’t believe we reach any threshold that we need to book anything. So we just want to disclose there so you all know that there are those issues going on and those are the new reports from DRA in the past quarter, total transparency here.

Hika Dor – Robert W. Baird & Co, Inc.

Yes, I appreciate the additional clarity. From an accounting standpoint should you need to take an additional charge, would we see that come after a proposed decision was filed or would you wait until there was a final ruling?

Eva G. Tang - CFO

No, we will assess this every quarter, Hika to the extent they are talking or negotiating or any finding in the quarter. We will reassess whether we reach the accounting probable threshold to book any loss contingency or not. But at this point, we don't believe we have to.

Hika Dor – Robert W. Baird & Co, Inc.

Got it, and final question. In the current general rate case, you guys had gotten closer. I think you had actually gotten a settlement out. And then because of the purchased water low RAM, the item was reopened. Can you give us an update on where that settlement rests?

Robert J. Sprowls - CEO

Sure, settlement was filed in July. And when the parties went to the judge I believe in May or June the judge said, you have this other issue you have to deal with that came out of this (Walman) order that was I think April of 2012, which basically said that each of the utilities would have to sort of deal with the W RAM issue in each of their next rate cases. And because we were already involved in a rate case, the judge said that we needed to sort of propose some things in this particular case or think about – I guess there were five questions that needed to be answered.

And so Golden State Water DRA in turn all filed testimony on the W RAM issue. First of all, no party DRA turn or Golden State is recommending illumination of the W RAM nor is anyone really recommending a material change from the decoupling mechanism.

DRA has identified a number of issues that they believe should be addressed in the next GRC. One of those particular issues is how [inaudible] water should be treated. Turn rates and a few questions as well that needed to be dealt with in the next rate case. I think issue that Turn raised for this particular case was namely to limit the surcharge for recovery. So you go through and you have an under collection through the RAM.

Their approach is they would like to see the recovery be applied two tiers two and three in the increasing tiered rates that we have. Historically, we've averaged it across tiers one, two, and three. And so the company has argued for keeping the RAM as it is. And so the way we look at it is that the judge will need to put out a proposed decision dealing with not only the settlement that we have proposed as well as the W RAM issues that have been raised.

Hika Dor – Robert W. Baird & Co, Inc.

So do we think an approved decision will come before year end?

Robert J. Sprowls - CEO

We do because we think the judge that we have in this case is pretty much by the book and wants to keep on schedule. The RAM issue, of course, that came up again in this (Walman) decision in April. And it has slowed the case down a bit. But the judge has given indications that he'd like to try to keep it as on schedule as possible.

Hika Dor – Robert W. Baird & Co, Inc.

That's great news.

Robert J. Sprowls - CEO

It would be hard to see us getting a proposed decision and approval by year-end. But if we could get a proposed decision by year-end, that would be a great start.

Hika Dor – Robert W. Baird & Co, Inc.

Okay, thanks for the added clarity.

Operator

And this concludes our question and answer session. I would now like to turn the conference back over to Bob Sprowls for any closing remarks.

Robert J. Sprowls - CEO

Sure, thank you Laura. Again, thank you all for your participation today and for your continued interest in investment and American States Water Company. Everyone have a good day.

Operator

This concludes today's American States Water Company conference call. As a reminder, the call will be archived on our website and can be replayed beginning Monday, November 5th, 2012, at 2:00 p.m. Pacific time. And will run through Monday, November 12th, 2012. After logging onto the website, click the investors button at the top of the page. The archive is located just above the stock quote section.

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