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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 15, 2007
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
California 001-14431 95-4676679
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
630 East Foothill Blvd.
San Dimas, California 91773
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (909) 394-3600
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GOLDEN STATE WATER COMPANY
(Exact name of registrant as specified in its charter)
California 001-12008 95-1243678
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
630 East Foothill Blvd.
San Dimas, California 91773
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (909) 394-3600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing requirement of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the exchange Act (17
CFR 14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2-Financial Information
Item 2.02. Results of Operations and Financial Condition
On March 15, 2007 American States Water Company released earnings for the three
and twelve months ended December 31, 2006. A copy of the Company's press release
is attached hereto as Exhibit 99.1.
This Form 8-K and the attached exhibit are furnished to, but not filed with, the
Securities and Exchange Commission.
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Section 9-Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished hereunder:
Exhibit 99.1 Press Release dated March 15, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN STATES WATER COMPANY
Date: March 15, 2007
/s/ Robert J. Sprowls
---------------------------------------------------------
Robert J. Sprowls
Sr. Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated March 15, 2007
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Exhibit 99.1
American States Water Company Announces Earnings for the Three
and Twelve Months Ended December 31, 2006
SAN DIMAS, Calif.--(BUSINESS WIRE)--March 15, 2007--American
States Water Company (NYSE:AWR) today reported basic and fully diluted
earnings of $1.34 and $1.33 per share, respectively, for the twelve
months ended December 31, 2006, as compared to basic and fully diluted
earnings of $1.58 and $1.57 per share, respectively, for the same
period ended December 31, 2005. Basic and fully diluted earnings were
both $0.31 per share for the three months ended December 31, 2006, as
compared to basic and fully diluted earnings of $0.30 per share for
the same quarter ended December 31, 2005.
Full Year 2006 Results
Net income for the twelve months ended December 31, 2006 decreased
by 13.8% to $23.1 million compared to $26.8 million for the same
period in 2005.
Significant items impacting the comparability in the results of
the two periods include:
-- The recording of a pretax unrealized loss of $7.1 million, or
$0.24 per share, on purchased power contracts in 2006 due to
decreasing forward energy prices versus a pretax unrealized
gain of $5.4 million, or $0.19 per share on purchased power
contracts in 2005, a negative change of $0.43 per share from
2005 to 2006;
-- A favorable decision issued by the California Public Utilities
Commission ("CPUC") on July 21, 2005 allowing recovery of the
Aerojet memorandum account added about $4.3 million to net
income in July 2005 or approximately $0.25 per share to
earnings in 2005;
-- The recognition of approximately $2.3 million (or $0.08 per
share) of water rights lease revenues in 2006, representing
revenues for 2004 and 2005 pursuant to a favorable decision
issued by the CPUC on April 13, 2006. Prior to that decision,
any lease revenues that our subsidiary, Golden State Water
Company ("GSWC"), collected from the City of Folsom in 2004
and 2005 were included in a regulatory liability account with
no amounts recognized as revenues, pending the outcome of the
April 2006 CPUC decision;
-- A recovery of $4.3 million (or $0.15 per share) in previously
incurred supply costs in 2005, reflecting the CPUC's approvals
in authorizing GSWC to recover supply costs incurred but not
covered in rates in years prior to 2005.
The table below adjusts reported earnings per share for 2006 and
2005 to remove the effects of the above items:
2006 2005
------ ------
Diluted EPS as reported $1.33 $1.57
Adjusted by:
Unrealized loss (gain) on purchased power
contracts 0.24 (0.19)
Favorable CPUC decision on Aerojet litigation - (0.25)
Water rights lease revenues for prior years (0.08) -
Supply costs recovery for prior years - (0.15)
------ ------
Diluted EPS after adjusting these four items: $1.49 $0.98
====== ======
Eliminating the effects of these items discussed above, basic and
diluted earnings per share for 2006 would have increased by $0.51 per
share as compared to 2005.
Unrealized gains and losses on purchased power contracts
Unrealized gains and losses on purchased power contracts have been
impacting GSWC's earnings since 2002 when GSWC entered into certain
purchase power contracts with Pinnacle West Capital Corporation
("PWCC"). These contracts qualified as derivative instruments under
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." As previously discussed, GSWC has reported an unrealized
loss of $7.1 million for 2006 and an unrealized gain of $5.4 million
for 2005. The unrealized gains and losses are incurred only by GSWC's
Bear Valley Electric division ("BVE"). BVE's operating revenues for
the twelve months ended December 31, 2006 were $29.3 million, which
was 10.9% of consolidated operating revenues of $268.6 million.
Most of the electric energy sold by GSWC to customers in its Bear
Valley Electric customer service area is purchased from others. In
2001 during the California energy crisis, GSWC entered into a block
forward purchase contract with Mirant Americas Energy Marketing, LLP
("Mirant Marketing") for 15 MWs of electric energy at a price of $95
per MWh beginning April 1, 2001 through December 31, 2006 to stabilize
purchased energy costs for the electric division. The contract with
Mirant Marketing had physical delivery requirements and hence did not
require derivative accounting treatment. In order to take advantage of
lower energy prices in 2002, GSWC entered into blend and extend
purchase power contracts with PWCC, effective November 2002 and
expiring on December 31, 2008.
Under the PWCC agreements, GSWC exchanged the 15 MWs at $95 per
MWh (per the Mirant Marketing contract) with PWCC at $74.65 per MWh.
As a result, GSWC paid a net of $74.65 for each MWh of power.
Settlement of the PWCC contracts occurred on a net or cash basis
through 2006 (when contracts with Mirant Marketing were in place) and
occur by physical delivery through 2008. Because the PWCC contracts
required only the exchange of cash and no physical delivery through
2006, they qualify as an embedded financing transaction and are
subject to SFAS No. 133. This accounting standard requires companies
to record derivatives on the balance sheet as assets and liabilities,
and to measure those instruments at their fair value at the end of
each recording period.
On a monthly basis, the related asset or liability of the PWCC
contracts is adjusted to reflect the fair market value of the
derivative at the end of the month based on then forward energy prices
and the quantities to be purchased from PWCC during the remaining term
of the contract. The forward market prices used to determine the fair
value for this derivative instrument were estimated based on
independent sources such as broker quotes and publications. An
increase in forward energy prices will result in the recognition of an
unrealized gain on the income statement for the remaining amounts to
be purchased under the PWCC contract, while a decrease in energy
prices results in the recognition of unrealized losses on the PWCC
contracts. GSWC has recognized these contracts at fair market value on
its balance sheets, resulting in an unrealized loss of $3.7 million at
December 31, 2006 compared to an unrealized gain of $3.4 million at
December 31, 2005. The current year change in these balances of $7.1
million increased the 2006 energy supply expenses and negatively
impacted the year's earnings by $0.24 per share. The current
unrealized loss of $3.7 million will be reversed through earnings by
the end of the contract in 2008.
The purpose of our derivative contract is to stabilize our
purchased power costs. The power purchased under the derivative
contract is only used to service our electric customers' demand and
the Company does not engage in trading activities of purchased power.
Although the unrealized gains and losses result in significant
fluctuations to our income statement, it has no effect on our cash
flows. When analyzing the financial performance of the Company, we
exclude the effect of derivative gains or losses as they are not
reflective of our day-to-day operations. The derivative gains and
losses are reflective of changes in electricity costs that are outside
of management's control.
Other items impacting the two years' comparability
Total operating revenues of $268.6 million for the twelve months
of 2006 increased by 12.8% compared to revenues of $238.1 million
recorded in the same period of 2005. Of the total revenues, water
revenues increased by 6.7% due to rate increases approved by the CPUC
and higher consumption in 2006 resulting from weather changes.
Electric revenues increased by 7.5% reflecting a 7.0% increase in
usage. Additional increases in operating revenues were from the
recording by GSWC of water rights lease revenues for prior years from
the City of Folsom as discussed above and the on-going Folsom lease
revenues in 2006.
In addition, revenues and expenses are also impacted by the amount
of military privatization activities performed by American States
Utility Services, Inc. ("ASUS"), through its wholly-owned
subsidiaries. ASUS has entered into agreements with the U.S.
Government to operate and maintain the water and wastewater systems at
various military bases pursuant to 50-year fixed price contracts,
subject to periodic price re-determination. During 2006, ASUS began
the operation and maintenance of water and wastewater systems at
military bases located in Maryland and Virginia. Under these
contracts, ASUS performs various activities including the following:
(1) construction projects on the existing water and wastewater
infrastructures as the general contractor for which revenues and
expenses are recognized on the percentage-of-completion method of
accounting, and (2) operation and maintenance of the systems for which
a fixed monthly fee is earned as the services are performed.
For the twelve months ended December 31, 2006, contract revenues
of approximately $10.2 million were generated from the Company's
management of construction projects at various military bases, as
compared to $1.8 million in 2005. Construction costs associated with
this revenue were reflected as construction expenses under operating
expenses. There was also $3.8 million of additional revenue from
operating and maintaining the water and wastewater systems at these
military bases pursuant to new contracts with the U.S. Government.
Total operating expenses for the twelve months of 2006 increased
to $212.0 million as compared to the $176.1 million recorded for the
same period in 2005, reflecting: (i) the recovery of $4.3 million to
supply costs in 2005 as discussed; (ii) an unrealized loss on
purchased power contracts in 2006 compared to a gain in 2005 as
discussed, the net effect of which increased unrealized expenses by
$12.5 million; (iii) higher operating expenses due primarily to the
commencement of operation of the water and wastewater systems at new
military bases; (iv) increases in administrative and general expenses
reflecting higher expenses at new military bases, higher wages,
increases in pension and benefit expenses, and increases in
stock-based compensation expense; (v) an increase in required
maintenance and treatment on GSWC's wells and water supply sources;
(vi) increased construction activities at various military bases;
(vii) increased depreciation and amortization expense reflecting
additions to utility plant in 2005 which began depreciating in 2006;
(viii) an increase in property taxes and payroll taxes; and (ix) a net
pre-tax gain of $258,000 on the sale of GSWC's property in 2006 versus
a net pre-tax gain of $760,000 on a settlement reached between our
Chaparral City Water Company subsidiary with the Fountain Hills
Sanitary District in early 2005.
Interest expense increased by 44.1% to $21.1 million reflecting
primarily the approval from the CPUC in July of 2005 of the recovery
of previously incurred and expensed interest costs totaling $5.1
million for the Aerojet litigation memorandum account. There was also
$40 million of additional debt issued in October 2005 which increased
interest expense, offset partially by a decrease in the amount of
short-term debt.
Interest income increased to $2.8 million due primarily to
interest accrued on the uncollected balance of the Aerojet memorandum
account and interest income related to a tax refund received in May
2006.
In 2006, $459,000 was recorded to other income as a result of the
Company's ownership interest in an equity, non-operating investment.
Income tax expense decreased by 27.9% to $15.7 million compared to
$21.7 million in 2005 as a result of a decrease in pre-tax income,
flow-through adjustments in accordance with regulatory requirements,
and a $400,000 tax benefit relating to a $3.0 million tax refund
claim.
Fourth Quarter 2006 Results
Net income for the fourth quarter ended December 31, 2006
increased by 6.1% to $5.3 million compared to $5.0 million for the
same period in 2005.
Total operating revenues were $66.3 million for the fourth quarter
of 2006, an increase of 11.1% compared to revenues of $59.7 million
recorded in the same quarter of 2005. The increase reflects: (i) water
rate increases as authorized and a slight increase in consumption;
(ii) additional revenues generated from the construction and operation
of water and wastewater systems at various military bases; and (iii)
revenues recorded as a result of a decision issued by the CPUC on
April 13, 2006 that enabled GSWC to record ongoing water rights lease
revenues received from the City of Folsom as income.
Total operating expenses increased by 14.3% to $52.9 million for
the fourth quarter of 2006 compared to $46.3 million for the same
period in 2005. The increased operating expenses were the result of:
(i) an increase in supply costs due primarily to the recording of a
reduction to this category of expense in 2005 based on a CPUC's
decision authorizing the recovery of supply costs incurred in 2001 to
2003; (ii) an increase in other operating expenses primarily from the
operation of water and wastewater systems at military bases in
Maryland and Virginia; (iii) increased construction expenses
associated with capital projects at various military bases; (iv) an
increase in depreciation and amortization expense reflecting additions
to utility plant, and (v) an increase in property and payroll taxes.
These increases were partially offset by a decrease in the unrealized
loss on purchased power contracts for the fourth quarter of 2006, a
decrease in administrative and general expenses, and by the recording
of a gain on the sale of non-operating property during the fourth
quarter of 2006.
Interest expense decreased by $231,000 for the fourth quarter of
2006 compared to the same quarter in 2005 reflecting the recording of
a full year of a patronage refund in 2006 from the $40 million
long-term debt issued in October 2005.
In the fourth quarter of 2006, $459,000 was recorded to other
income as a result of the Company's ownership interest in an equity,
non-operating investment.
Income tax expense increased by 7.0% to $3.6 million for the
fourth quarter of 2006 compared to $3.4 million for the same period in
2005 due to an increase in pretax income.
Other -- Certain matters discussed in this news release with
regard to the Company's expectations may be forward-looking statements
that involve risks and uncertainties. The assumptions and risk factors
that could cause actual results to differ materially, include those
described in the Company's Form 10-Q and Form 10-K filed with the
Securities and Exchange Commission.
Fourth Quarter and year-end 2006 Earnings Release Conference Call
- -- The Company will host a conference call today, March 15, 2007,
11:00 a.m. Pacific Time ("PT"), during which management will be making
a brief presentation focusing on the Company's year-end 2006 results,
strategies, and operating trends.
Interested parties can listen to the live conference call over the
Internet by logging on to www.aswater.com. The call will also be
recorded and replayed beginning Thursday, March 15, 2007 at 3:00 p.m.
PT and will run through Thursday, March 22, 2007. The dial-in number
for the audio replay is 800-642-1687, Confirmation ID# 2028658.
American States Water Company is the parent of Golden State Water
Company, American States Utility Services, Inc. and Chaparral City
Water Company. Through its subsidiaries, AWR provides water service to
1 out of 30 Californians located within 75 communities throughout 10
counties in Northern, Coastal and Southern California, approximately
254,000 customers, and to approximately 13,000 customers in the city
of Fountain Hills, Arizona and a small portion of Scottsdale, Arizona.
The Company also distributes electricity to approximately 23,000
customers in the Big Bear recreational area of San Bernardino County,
California. Through its non-regulated subsidiary, American States
Utility Services, Inc., the Company contracts with municipalities, the
U.S. government and private entities to provide various services,
including billing and meter reading, water marketing and operation and
maintenance of water and wastewater systems at six military
installations within the United States.
American States Water Company
Consolidated
Comparative Condensed Balance Sheets December 31, December 31,
(in thousands) 2006 2005
------------- -------------
(Unaudited)
Assets
Utility Plant-Net $ 750,601 $ 713,225
Other Property and Investments 21,591 21,581
Current Assets 64,436 66,708
Regulatory and Other Assets 100,327 71,621
- -------------------------------------- ------------- -------------
$ 936,955 $ 873,135
- -------------------------------------- ------------- -------------
Capitalization and Liabilities
Capitalization $ 551,567 $ 532,499
Current Liabilities 85,903 75,245
Other Credits 299,485 265,391
- -------------------------------------- ------------- -------------
$ 936,955 $ 873,135
- -------------------------------------- ------------- -------------
Condensed Statements of Income
(in thousands, except per Three months ended Twelve months ended
share amounts) December 31, December 31,
- ------------------------------ ------------------ -------------------
2006 2005 2006 2005
--------- -------- --------- ---------
(Unaudited) (Unaudited)
Operating Revenues $ 66,303 $59,687 $268,629 $238,128
--------- -------- --------- ---------
Operating Expenses:
Supply Costs $ 17,107 $12,237 $ 76,229 $ 71,945
Unrealized loss (gain) on
purchase power contracts 1,185 2,048 7,071 (5,445)
Other operating expenses 6,870 6,065 24,134 21,202
Administrative and general
expenses 12,475 12,793 47,110 45,255
Maintenance 3,141 3,205 12,254 10,727
Construction expenses 3,192 1,770 9,024 1,770
Depreciation and amortization 6,546 5,839 26,272 21,962
Property and other taxes 2,513 2,301 10,187 9,412
Net gain on sale of property (134) 0 (258) 0
Gain on settlement for removal
of wells 0 0 0 (760)
--------- -------- --------- ---------
Total operating
expenses $ 52,895 $46,258 $212,023 $176,068
Operating income $ 13,408 $13,429 $ 56,606 $ 62,060
Interest expense (5,085) (5,316) (21,121) (14,657)
Interest income 178 303 2,818 1,103
Other 459 0 459 0
--------- -------- --------- ---------
Income From Operations Before
Income Tax Expenses $ 8,960 $ 8,416 $ 38,762 $ 48,506
Income tax expense 3,620 3,383 15,681 21,740
- ------------------------------ --------- -------- --------- ---------
Net Income $ 5,340 $ 5,033 $ 23,081 $ 26,766
- ------------------------------ --------- -------- --------- ---------
Weighted Average Shares
Outstanding 17,041 16,792 16,934 16,778
- ------------------------------ --------- -------- --------- ---------
Earnings Per Common Share $ 0.31 $ 0.30 $ 1.34 $ 1.58
- ------------------------------ --------- -------- --------- ---------
Weighted Average Diluted
Shares 17,221 16,832 17,101 16,809
- ------------------------------ --------- -------- --------- ---------
Earnings Per Diluted Share $ 0.31 $ 0.30 $ 1.33 $ 1.57
- ------------------------------ --------- -------- --------- ---------
Dividends Declared Per Common
Share $ 0.235 $ 0.225 $ 0.91 $ 0.90
- ------------------------------ --------- -------- --------- ---------
CONTACT: American States Water Company
Robert J. Sprowls
Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
909-394-3600, ext. 647