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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) November 6, 2006
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))
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Section 2-Financial Information
Item 2.02. Results of Operations and Financial Condition
On November 6, 2006 American States Water Company released earnings
for the three and nine months ended September 30, 2006. A copy of the
Company's press release is attached hereto as Exhibit 99.1.
This Form 8-K and the attached exhibits are furnished to, but not
filed with, the Securities and Exchange Commission.
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 November 6, 2006
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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: November 6, 2006 /s/ Robert J. Sprowls
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Robert J. Sprowls
Sr. Vice President, Chief Financial Officer, Treasurer
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated November 6, 2006
Exhibit 99.1
American States Water Company Announces Earnings for the
Three and Nine Months Ended September 30, 2006
SAN DIMAS, Calif.--(BUSINESS WIRE)--Nov. 6, 2006--American States
Water Company (NYSE:AWR) today reported basic and fully diluted
earnings of $0.32 per share for the quarter ended September 30, 2006,
as compared to $0.72 per share for the quarter ended September 30,
2005. Basic and fully diluted earnings were $1.03 per share for the
nine months ended September 30, 2006, as compared to basic and fully
diluted earnings of $1.29 per share for the nine months ended
September 30, 2005.
Third Quarter 2006 Results
Net income for the third quarter ended September 30, 2006
decreased by 54.4% to $5.6 million compared to $12.2 million for the
same period in 2005. Significantly impacting the comparison of third
quarter results were:
-- a favorable decision issued by the California Public Utilities
Commission ("CPUC") on July 21, 2005 regarding the Aerojet
memorandum account which added about $4.3 million to net
income in July 2005 or approximately $0.25 per share; and
-- a pretax unrealized loss on purchased power contracts of $2.8
million or $0.10 per share for 2006 resulting from decreasing
forward energy prices, as compared to a pretax unrealized gain
of $4.0 million, or $0.14 per share, for last year's third
quarter.
Eliminating the effects of these two items discussed above, basic
and diluted earnings per share for the third quarter of 2006 would
have increased by $0.09 per share as compared to the same period last
year.
Total operating revenues were $73.7 million for the third quarter
of 2006, an increase of 8.3% compared to revenues of $68.1 million
recorded in the third quarter of 2005. Water revenues reflected an
increase of 7.3% when compared to the prior year's results, due to
rate increases and a 1.5% increase in billed water consumption.
Electric revenues decreased by 1.5% to $6.4 million compared to the
three months ended September 30, 2005, primarily as a result of lower
connection and miscellaneous fees offset by a slight increase in
consumption.
Other operating revenues increased by 131.6% to $2.3 million for
the three months ended September 30, 2006 compared to $1.0 million for
the three months ended September 30, 2005. The increase was due
primarily to an additional $954,000 of revenues generated by American
States Utility Services, Inc. ("ASUS") from the operation of water and
wastewater systems at military bases in Maryland and Virginia.
Additionally, revenues increased as a result of a decision issued by
the CPUC on April 13, 2006 that enabled Golden State Water Company
("GSWC") to record ongoing water rights lease revenues received from
the City of Folsom as income, amounting to $311,000 for the third
quarter of 2006.
Total operating expenses increased by 26.7% to $58.7 million
compared to $46.3 million for the same period in 2005. Significant
items that increased operating expenses were: (i) a pretax unrealized
loss on purchased power contracts in 2006 compared to a pretax
unrealized gain in 2005 resulting in an increase in operating expenses
of $6.8 million, as discussed above; (ii) an increase in supply costs
and other operating expenses primarily from the operations at the new
military bases in Maryland and Virginia, partially offset by a 3.6%
decrease in supply costs due to more wells in service for pumped water
which is generally less costly than purchased water; (iii) an increase
in administrative and general expenses primarily resulting from costs
at new military bases in Maryland and Virginia, increases in employee
benefit costs including stock-based compensation expense due to the
adoption of SFAS No. 123R effective January 1, 2006, increased tax and
legal services, and higher labor costs as a result of higher wages;
(iv) an increase in depreciation and amortization expense reflecting
primarily the addition of $100 million to utility plant in 2005; and
(v) an increase in maintenance expense due to increased well
maintenance for GSWC and increases in well treatment and emergency
repair costs.
Interest expense increased by $5.5 million compared to the same
quarter in 2005 reflecting primarily the approval from the CPUC in
July 2005 of the recovery of previously incurred and expensed interest
costs totaling $5.1 million regarding the Aerojet memorandum account.
The increase was also due to the issuance of $40 million of additional
long-term debt in October 2005 and increased interest rates on
short-term debt, partially offset by a decrease in short-term debt
balances.
Interest income decreased by 6.7% during the three months ended
September 30, 2006 as compared to the same period in 2005 reflecting
primarily the decision from the CPUC in July 2005 on the Aerojet
matter, which resulted in the recognition of interest income totaling
approximately $607,000 earned on the $8.0 million Aerojet long-term
note receivable. The recording of the interest income had been
deferred pending this final CPUC decision. This decrease was offset by
increases due primarily to accrued interest of $279,000 on the
uncollected balance of the Aerojet litigation memorandum account
authorized by the CPUC, and interest income of $173,000 earned on
costs incurred for capital upgrade projects at Andrews Air Force Base.
Income tax expense decreased by 54.1% to $4.8 million compared to
$10.5 million for the three months ended September 30, 2005 due, in
part, to a decrease in pretax income of 54.3%, offset by a slight
increase in the effective income tax rate ("ETR") for the three months
ended September 30, 2006. The variance between the ETR and the
statutory tax rate is primarily the result of differences between book
and taxable income that are treated as flow-through adjustments in
accordance with regulatory requirements.
Year to Date 2006 Results
The $0.26 per share decrease in earnings for the first nine months
of 2006 in comparison to the prior year reflects primarily:
-- the recording of a pretax unrealized loss of $5.9 million, or
$0.21 per share, on purchased power contracts in 2006 due to
decreasing forward energy prices versus a pretax unrealized
gain of $7.5 million, or $0.26 per share on purchased power
contracts in 2005, a negative swing of $0.47 per share;
-- a favorable decision issued by the CPUC on July 21, 2005
regarding the Aerojet matter which added about $4.3 million to
net income in July 2005 or approximately $0.25 per share;
-- the recognition of approximately $3.2 million of water rights
lease revenues from January 2004 to September 2006 in pretax
income for the nine months ended September 30, 2006 pursuant
to a decision issued by the CPUC on April 13, 2006. Of the
$3.2 million increase, $2.3 million, or $0.08 per share,
represents revenues for 2004 and 2005, while $900,000, or
$0.03 per share, represents revenues for the nine months of
2006. Prior to that decision, any lease revenues that GSWC
collected 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;
-- water rate increases which contributed approximately $8.8
million to revenues, or $0.31 per share for the nine months
ended September 30, 2006;
-- an increase in ASUS' pretax operating income of $1.4 million,
or a positive swing of $0.05 per share, as compared to the
same period of 2005 through operating and maintaining the
water and wastewater systems for the U.S. Government;
-- a $2.4 million increase in interest income, excluding the
impact of the Aerojet decision in July 2005 mentioned above,
or $0.09 per share, resulting primarily from interest accrued
on the uncollected balance of the Aerojet litigation
memorandum account authorized by the CPUC, interest income
related to an Internal Revenue Service ("IRS") refund, and
interest income from the U.S. Government for costs incurred on
capital upgrade projects;
-- a lower effective tax rate increased earnings by $0.09 per
share resulting primarily from a $400,000 tax benefit relating
to an IRS refund received in May 2006 and differences between
book and taxable income, which are treated as flow-through
adjustments in accordance with regulatory requirements; and
-- higher expenses, other than those described above, which
lowered 2006 net income by an additional $0.19 per share as
described below.
Total operating revenues of $196.5 million for the first nine
months of 2006 increased by 10.1% compared to revenues of $178.4
million recorded in the same period of 2005. Of the total increase in
revenues, water revenues increased by 6.8% due to rate increases and
higher consumption in 2006 resulting from weather changes. Electric
revenues increased by 8.5% reflecting rate increases in April 2005 and
a 7.4% increase in usage.
Other operating revenues increased 210.1% to $8.4 million during
the first nine months of 2006 primarily due to the recording of water
rights lease revenues from the City of Folsom as discussed above. An
additional increase of $2.8 million in revenues reflects: (i) the
recording of Fort Bliss Water Services Company revenues of
approximately $768,000 during the nine months ended September 30,
2006, based on the percentage of completion method for contract
revenue recognition for several projects at Fort Bliss; and (ii)
additional revenues totaling $2.0 million generated from operating the
water and wastewater systems at military bases in Maryland and
Virginia which began operations in early 2006.
Total operating expenses for the first nine months of 2006
increased to $153.3 million as compared to the $129.8 million recorded
for the same period in 2005, reflecting: (i) an unrealized loss on
purchased power contracts in 2006 compared to a gain in 2005 as
discussed, the net effect of which increased expenses by $13.4
million; (ii) an increase in supply costs and other operating expenses
due primarily to the commencement of operation of the water and
wastewater systems at new military bases; (iii) increases in
administrative and general expenses reflecting higher expenses at new
military bases, increases in pension and benefit expenses, increases
in stock-based compensation expense due to the adoption of SFAS No.
123(R), higher wages, and increased outside tax and legal services;
(iv) increased depreciation and amortization expense reflecting, among
other things, the effects of closing approximately $100 million of
additions to utility plant during 2005; (v) an increase in maintenance
expense due principally to an increase in required maintenance on
GSWC's wells and water supply sources at all regions and increases in
well treatment and emergency repair costs; (vi) an increase in
property taxes and payroll taxes; and (vii) a net pre-tax gain of
$760,000 on a settlement reached with the Fountain Hills Sanitary
District in February 2005, with no corresponding gain in 2006.
Interest expense increased by 71.7% to $16.0 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 memorandum account. There was also $40 million
of additional debt issued in October 2005 which increased interest
expense, offset partially by a decrease in short-term debt. However,
the effect of the decrease in short-term bank loan balances was also
partially offset by higher interest rates.
Interest income increased to $2.6 million due to: (i) interest
accrued on the uncollected balance of the Aerojet litigation
memorandum account; (ii) interest income related to a tax refund
received in May 2006; (iii) interest earned from capital upgrade
projects at Andrews Air Force Base; and (iv) interest earned on a
short-term surplus of cash. These increases were partially offset by
the impact of the decision from the CPUC in July 2005 on the Aerojet
matter, which resulted in the recognition of interest income totaling
approximately $607,000 earned on the $8.0 million Aerojet long-term
note receivable. The recording of the interest income had been
deferred pending a final CPUC decision.
Income tax expense decreased by 34.3% to $12.1 million compared to
$18.4 million in 2005 as a result of a decrease in pre-tax income,
flow-through adjustments and an IRS refund claim discussed previously.
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.
Third Quarter 2006 Earnings Release Conference Call - The Company
will host a conference call today, Monday, November 6, 2006 at 11:00
a.m. Pacific Time ("PT"), during which management will be making a
brief presentation focusing on the Company's third quarter results,
strategies, and operating trends.
Interested parties can listen to the conference call over the
Internet by logging on to www.aswater.com. The call will also be
recorded and replayed beginning Monday, November 6, 2006 at 3:00 p.m.
PT and will run through Monday, November 13, 2006. The dial-in number
for the audio replay is 800-642-1687, Passcode ID# 9608734.
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 California. Through its
non-regulated subsidiary, American States Utility Services, 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 various military installations throughout the
United States.
American States Water Company
Consolidated
Comparative Condensed Balance Sheets
September 30, December 31,
(in thousands) 2006 2005
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(Unaudited)
Assets
Utility Plant-Net $742,369 $713,225
Other Property and Investments 21,475 21,581
Current Assets 66,221 66,708
Regulatory and Other Assets 78,643 71,621
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$908,708 $873,135
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Capitalization and Liabilities
Capitalization $546,266 $532,499
Current Liabilities 84,690 75,245
Other Credits 277,752 265,391
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$908,708 $873,135
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Condensed Statements of Income
Three Months Ended Nine Months Ended
(in thousands, except per share September 30, September 30,
amounts)
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2006 2005 2006 2005
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(Unaudited) (Unaudited)
Operating Revenues $73,741 $68,091 $196,486 $178,437
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Operating Expenses:
Supply costs and other
operating $30,723 $29,785 $76,386 $74,846
Unrealized loss (gain) on
purchased power contracts 2,807 (4,018) 5,886 (7,492)
Administration and general
expenses 12,614 10,342 34,628 32,456
Maintenance 3,395 2,905 9,113 7,522
Depreciation and amortization 6,634 4,734 19,726 16,123
Property and other taxes 2,656 2,572 7,674 7,111
Net gain on sale of property (124) 0 (124) 0
Gain on settlement for
removal of wells 0 0 0 (760)
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Total operating expenses $58,705 $46,320 $153,289 $129,806
Operating income $15,036 $21,771 $43,197 $48,631
Interest expense (5,349) 193 (16,037) (9,341)
Interest income 695 745 2,643 801
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Income From Operations Before
Income Tax Expense $10,382 $22,709 $29,803 $40,091
Income tax expense 4,809 10,475 12,061 18,358
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Net Income $5,573 $12,234 $17,742 $21,733
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Weighted Average Shares
Outstanding 17,003 16,782 16,898 16,773
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Earnings Per Common Share $0.32 $0.72 $1.03 $1.29
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Weighted Average Diluted Shares 17,057 16,887 16,949 16,845
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Earnings Per Diluted Share $0.32 $0.72 $1.03 $1.29
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Dividends Declared Per Common
Share $0.225 $0.225 $0.675 $0.675
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CONTACT: American States Water Company
Robert J. Sprowls, 909-394-3600, ext. 647
Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary