Good day, ladies and gentlemen, and welcome to the SJW Group Q4 2018 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions]. As a reminder, today's call is being recorded.

I would now like to introduce your host for today's conference, Ms. Suzy Papazian, General Counsel. You may begin..

Thanks, operator. Welcome to the Full Year and Fourth Quarter 2018 Financial Results Conference Call for SJW Group. Presenting today are Eric Thornburg, Chairman of the Board, President and Chief Executive Officer; and James Lynch, Chief Financial Officer.

For those who would like to follow along, slides accompanying these remarks are available on our website at www.sjwgroup.com. Before we begin today's presentation, I would like to remind you that this presentation and related materials posted on our website may contain forward-looking statements.

These statements are based on estimates and assumptions made by the company in light of its experience, historical assumptions, trends, current conditions, expected future developments as well as other factors that the company believes are appropriate under the circumstances.

Many factors could cause the company's actual results and performance to be different from those expressed or implied by the forward-looking statements. For a description of those factors, you can look at our forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, copies of which may be available on our website.

All forward-looking statements are made as of today, and SJW Group disclaims any duty to update or revise such statements. You will have the opportunity to ask questions at the end of the presentation. As a reminder, this webcast is being recorded and an archive of the webcast will be available until April 22, 2019.

You can access the press release and the webcast on our corporate website. I will now turn the call over to Eric..

Thank you, Suzy. Welcome, everyone, and thank you for joining us. I am Eric Thornburg and it is my honor to serve as Chairman, President and CEO of SJW Group. I'm very pleased to be here with Jim Lynch, Chief Financial Officer of SJW Group, and Palle Jensen, Executive Vice President of San Jose Water.

SJW delivered strong results for the quarter and year from recurring operations.

In addition to the strong financial results, there were a number of significant accomplishments that stand out, including the addition of $136 million to utility plant through our sensible and systematic infrastructure investment program; the completion of San Jose Water's Montevina Water Treatment Plant retrofit project; the processing of our general rate case for San Jose Water, setting rates for the years 2019 through 2021; further enhancements to our customer and stakeholder communications program; and another successful year of meeting high drinking water standards and environmental regulations, delivering on our commitment to public health and environmental stewardship, which we discuss in our Sustainability Report accessible on our website.

SJW also continues to pursue our compelling combination with Connecticut Water Service Incorporated.

As we noted in yesterday's press release, after a thorough review of our regulatory approach, together with Connecticut Water, we've decided to file new applications with the Connecticut Public Utilities Regulatory Authority, or PURA, and the Maine Public Utilities Commission.

As you know, in December 2018, PURA issued a proposed final decision denying our July 2018 application to combine with Connecticut Water, and then subsequently denied our request to reopen the record to allow additional time to demonstrate the benefits of our combination.

Upon consultation with our financial and legal advisers, we then withdrew our pending applications before PURA and the Maine Public Utilities Commission to evaluate what path forward would be in the best interest of our stakeholders and shareholders.

We spent the last several weeks closely reviewing PURA's stated concerns and the proposed final decision, and we have concluded that pursuing this compelling combination remains the best path forward.

To that end, SJW intends to address PURA's stated concerns in a new application for our combination with Connecticut Water and expects to file new applications in both Connecticut and Maine in Q2.

Both SJW and Connecticut Water believe we can adequately demonstrate to the commissions that our combination is in the public interest, with the potential to provide important and unique benefits for customers, communities, the environment and all of our employees across the combined organization.

We also believe the new company will be a market leader in innovative technology, customer service and employment opportunities and will continue to be fiscally sound and more than capable of providing safe, reliable and environmentally responsible water service to all of our customers.

We do thank the Connecticut and Maine commissions, the public advocate offices in both states and their respective staff members for their time and efforts throughout these proceedings. I will now turn the call over to Jim, who will review our financial results.

After Jim's remarks, I will address key operational, regulatory and other business matters.

Jim?.

Thank you, Eric. Our fourth quarter operating results reflect the positive impact of higher customer water usage and rate increases in both California and Texas, partially offset by the impact of our cost of capital decision in California and the Tax Cuts and Jobs Act, or the Tax Act.

In addition, we experienced higher water cost due primarily to wholesale price increases and higher usage, partially offset by increased production of lower cost surface water. Our results also reflect transaction costs incurred in connection with our proposed acquisition of Connecticut Water Services.

Fourth quarter revenue was $98.7 million, a $5.2 million increase over the fourth quarter of 2017. Net income for the quarter was $8.8 million or $0.38 per diluted share. This compares with $17.3 million or $0.84 per diluted share for the fourth quarter of 2017. The decrease in diluted earnings per share for the quarter was $0.46.

Rate increases contributed $0.09 per share, increased availability of surface water contributed $0.08 per share and higher balancing and memorandum account revenue contributed $0.04 per share.

These increases were offset by acquisition cost incurred in connection with our CTWS transaction of $0.12 per share, higher depreciation and amortization expense of $0.05 per share and an increase in other expense items of $0.09 per share.

In addition, in the fourth quarter of 2017, we recognized a gain of $0.41 per share on the sale of Texas Water Alliance, or TWA. No similar sale occurred in the fourth quarter of 2018. Rate increases for the quarter resulted in $8 million of additional revenue.

San Jose Water implemented a 4.2% general rate increase on January 1, 2018, as provided for in our 2015 California general rate case decision.

The company also implemented a 3.6% rate increase, effective July 1, 2018, to recover a 9% increase in purchased water cost and a 10% increase in groundwater pump taxes implemented by the Santa Clara Valley Water District or The District.

The rate increases were offset by a $1.5 million rate decrease from our 2018 cost of capital proceeding and a decrease of $3.8 million from implementation of the Tax Act. Recall that the company was directed by both our California and Texas regulatory commissions to pass Tax Act benefits from regulated company activities to our regulated customers.

In addition, a net increase in our balancing and memorandum account added $1.3 million in new revenue and new customers added $827,000. Water production expenses increased $3.8 million during the quarter.

The increase was primarily due to higher per unit cost for purchased water and power of $3.9 million, the impact of cost recovery balancing and memorandum accounts of $1.7 million and increased customer usage of $455,000. These increases were partially offset by an increase in lower cost surface water production of $2.3 million.

Other operating expenses increased $3.1 million for the quarter, primarily due to $3.6 million in CTWS acquisition cost and $1.6 million in higher depreciation related to utility plant additions, partially offset by a decrease in administrative and general expenses of $1.4 million and a decrease of $1 million in maintenance expenses.

For the year, 2018 revenue was $397.7 million, which represented a 2% increase over the same period last year. Net income in 2018 was $38.8 million or $1.82 per diluted share compared to $59.2 million or $2.86 per diluted share in 2017. Diluted earnings per share decreased by $1.04.

The net decrease was driven by many of the same factors as the quarter; rate increases contributed $0.83 per share, increased availability of surface water contributed $0.35 per share; increased customer usage contributed $0.34 per share; and new customers contributed an additional $0.11 per share.

These increases were offset by merger-related cost of $0.69 per share and balancing and memorandum account changes of $0.64 per share, primarily due to Water Conservation Memorandum Account, or the WCMA, the impact of the California cost of capital proceeding and the impact of the Tax Act.

In addition, higher water production expenses were $0.57 per share, depreciation and amortization cost increased $0.20 per share and other items reduced earnings per share by $0.04. Recall also that in 2017, the sale of TWA and real estate sales contributed $0.38 per share and $0.15 per share, respectively. No similar sales occurred in 2018.

Rate increases year-to-date resulted in $28.9 million of additional revenue offset by a $4.3 million rate decrease from our 2018 cost of capital proceeding and a $7 million decrease from the federal income tax rate change related to implementation of the Tax Act.

Increased usage added in $7.8 million of additional revenue year-to-date and new customers added another $2.6 million.

These increases were partially offset by a net $19.3 million reduction in balancing and memorandum account revenue due to changes in the WCMA, implementation of the Tax Act and a lower return on rate base authorized in our California cost of capital proceeding. Water production expenses increased $10.6 million in 2018.

The increase was primarily due to a $14.9 million of higher per unit cost for purchased water and power and $5.1 million in increased customer usage. This increase was partially offset by an increase in lower cost surface water production of $8 million and the impact of cost recovery balancing and memorandum accounts of $1.4 million.

Other operating expenses increased $26.3 million in 2018, primarily due to $18.6 million in CTWS acquisition cost and $6.3 million in higher depreciation expenses, along with $1.3 million in other expenses.

Other operating expense in 2017 included a pretax gain of $12.5 million related to the sale of TWA to the Guadalupe-Blanco River Authority, a pre-tax gain of $6.3 million related to the sale of 444 West Santa Clara Street Limited Partnership's interest in the commercial building and land that the partnership owned and a pre-tax gain of $580,000 on the sale of undeveloped land, which SJW Land Company owned.

As I mentioned, no similar transactions occurred in 2018. Turning now to our capital expenditure program, we added $38.2 million in capital funded utility plant in the fourth quarter of 2018, bringing total company funded additions for the year to $136 million. Our 2018 cash flows from operations decreased 10% over 2017.

The decrease was primarily the result of a $5.5 million reduction in the collection of balancing and memorandum accounts decrease accrued water production expenses of $4.2 million and a $3.7 million reduction in working capital and net income after adjustment for non-cash items.

These decreases were partially offset by a $3.6 million increase in income tax receivable. At the end of the quarter, we had $45 million available on our bank lines of credit for short-term financing of utility plant additions and other operating activities.

Lastly, in 2018, we issued approximately 7.8 million shares, new SJW shares, in an offering that closed on December 5, 2018. The share issuance raised approximately $412 million of net proceeds that we intend to use to finance approximately 50% of the CTWS purchase price or, in the absence of the transaction, for general corporate purposes.

With that, I will stop and turn the call back to over to Eric..

Thank you, Jim. California's water supply outlook remains very favorable owing to a recent series of atmospheric rivers that increased local precipitation levels and the Sierra snowpack, in reality the state's largest reservoir, to above average for this time of the year.

Locally, groundwater levels in the Santa Clara Valley remain in their normal range, signifying that a full water bank is available. SJW Group's ability to deliver safe high-quality and reliable water service is inextricably linked to the health of our environment, both locally and beyond.

As previously reported, we reaffirmed our longstanding commitment to protecting and preserving our environment through the creation of a Board Sustainability Committee.

This committee will provide guidance to the Board on key aspects of our corporate social responsibility program, including health and safety, environmental stewardship and water supply as we look to further cement our status as industry leaders in water treatment, operations and service delivery.

Sustainability has always been a critical part of the company's culture. As water service providers, we understand our stewardship role in the protection of this vital resource.

And our investments in innovative technologies, like acoustic leak detection, using high-tech acoustic sensors and satellites to pinpoint water leak locations in our system before they actually surface, and environmentally sensitive design build approaches to new facilities are all evidence of our continued commitment to a sustainable future.

We also recognize that sustainability touches every aspect of our business, from information technology to water quality and to operations. While we can be proud of what has already been accomplished, we must also look forward and ask what more can we do to further demonstrate our commitment.

To that end, I am proud to announce that SJW has published its first Corporate Sustainability Report. This comprehensive report will document our successes and also recognize areas where we can further engage in our role as stewards of the environment for both today's and future generations of customers and employees.

Turning now to regulatory affairs. Both the California and Texas public utilities commissions have historically recognized the need for continued investments in water system infrastructure and, accordingly, have enabled regulated water utilities to make those investments.

It's especially noteworthy that SJW's 2018 Consolidated Capital Program exceeded $136 million. In the last decade, more than $1 billion has been invested in our water systems and the communities we serve.

Over the long term, these investments benefit customers, communities and shareholders as they enhance SJW's ability to deliver safe, high-quality and reliable water service and increase shareholder value. San Jose Water received a final decision on its 2018 general rate case, covering the years 2019 through 2021.

The decision lowers sales levels and validates the company's capital program.

Key provisions of the decision include a 4.6% rate increase for 2019, a 3-year capital program totaling $320 million with allowance for additional investments, a shift in cost recovery allowing 40% of total revenue to be collected through the fix charge and sales numbers that align nicely with current actual consumption.

In general, the decision supports San Jose Water's efficient regional utility business model and provides a realistic opportunity for the company to earn its authorized rate of return. The new rates became effective on January 1, 2019.

San Jose Water also received approval to issue refunds to customers for proration of service charge, rate changes, covering the period of June 2011 through December 2016 totaling approximately $2 million. A typical residential customer will receive a onetime refund of about $6.40.

We also continue to cooperate with the CPUC's investigation into this matter to reach a fair resolution and anticipate concluding this matter in September of 2019. SJWTX, Inc., or Texas Water and Wastewater Utility, enjoyed another year of robust growth. Since its acquisition in 2006, the 6,500 connections have grown to over 16,000.

Total growth in 2018 was approximately 16%, resulting from the previously reported Deer Creek Ranch water system acquisition as well as a strong organic growth and what continues to be one of the fastest-growing regions in the United States.

With a diverse portfolio of water supplies, a growing wastewater business and continued additions to customer base through organic growth and acquisitions, we remain optimistic about the prospects for SJWTX and its increased contributions to consolidated earnings.

Demonstrating the company's strong commitment to our shareholders, in January 2019, the Board authorized a 7.1% increase in SJW's 2019 dividend to $1.20 per share as compared to the total dividends paid in 2018.

This dividend increase continues SJW's strong record of returning capital to shareholders and raises the dividend payout ratio, bringing us more in line with our target dividend payout of between 50% and 60% of recurring earnings.

We've continuously paid a dividend for over 75 years, and the annual dividend has increased in each of the last 51 years, delivering value to our shareholders. This is a track record to be proud of.

Lastly, we would like to extend a warm welcome to Commissioner Genevieve Shiroma to the California Public Utilities Commission and express our appreciation to outgoing commissioner, Carla Peterman, for her service.

We look forward to working with Commissioner Shiroma and her colleagues and their staff to address the many water-related issues faced in California's regulated water utilities. With that, I'd like to turn the call back to the operator for questions..

[Operator Instructions]. Our first question comes from Durgesh Chopra with Evercore ISI..

I actually have two questions, both on the merger. Just in terms of the time line, so you stated in the release and I think you said in your commentary early on, Eric that you're going to file again in the second quarter here this year.

Then the commission has how much time to actually rule on that decision?.

Thank you for the question, Durgesh. When the filing is ultimately made, we'll provide a new time line for that, so that you can track it carefully. But just for background purposes, the Connecticut Public Utilities Regulatory Authority has a 120-day statutory period in which to reach its decision.

The Maine Public Utilities Commission does not have a specific statutory period, but it typically runs about the same length of time. So once we file and actually have a beginning date, then we can update the schedule and project when we might close if we get regulatory approval by both states..

Perfect.

And then just California review of the merger, is that still ongoing, or how does that tie into all of this?.

Yes, the California Public Utilities Commission had launched what we refer to as an OII, or Order Instituting Investigation, and were, I think, pretty close to wrapping that up. There was a public input session just a few weeks ago here in San Jose.

And by all accounts, we feel that, that went very well and gave the Public Utility Commission here a view of our customers thoughts in this area. And so, the next step would be a decision that would come from the California PUC.

It's possible that, as we've announced our decision to refile, that they may wait and hold to see, but again their review is nearly wrapped up..

Perfect. And then just one last. You mentioned in your commentary that in an event that the merger doesn't close, you're going to use the money that you've raised for corporate purposes. I was wondering if you could elaborate on that a little bit.

What is that -- like what are the options that you have?.

Durgesh, this is Jim. So in our S-3, we had mentioned that in the event that the transaction doesn't go through, we would use the money for general corporate purposes and that that could include acquisitions or dividends or a stock buyback.

At this point, we've not had any discussions with our board in terms of what alternatives they may be considering in terms of disposition of the money. But I can tell you that we all are committed to maintaining an efficient capital structure.

And without the acquisitions, certainly, a capital structure with equity of about 67% is not what we would consider efficient. So that's about all we can give by way of guidance at this point..

Our next question comes from Michael Gaugler with Janney Montgomery Scott..

Perhaps on the quarter, I just had one question.

I am wondering if either SJW or its California service territory has or you can foresee any negative impacts from PG&E's filing?.

I don't think we do. Certainly, the fire issue has elevated the concern around properly managing watershed lands and the likes. So -- but from a standpoint of general impact on us, we don't see any particular impact there, Michael..

Okay. And a follow-up since you mentioned the watershed. I know many, many years ago, SJW tried to clear out its watershed and was not allowed to do so.

Can we look for something like that going forward now or is that still pretty much off the table?.

We would work very, very carefully with all constituencies, if we were to pursue that again. It certainly was controversial. We had great intentions. We wanted to properly steward that resource and take care of it. And -- but clearly raised some concerns among local property owners.

We've got a really great group of people that works closely with regulators and fire officials in the area. And so we understand our role on this, and we'd work very carefully with all those parties to make sure that we met their concerns, but also took good care of the watershed..

[Operator Instructions]. Our next question comes from Jonathan Reeder with Wells Fargo..

Eric, I was hoping you could elaborate a little bit, what led you to conclude the refile of the merger application.

I know you specified that you think you can address PURA's concerns, but have you had any conversations with decision makers in the state that lead you to believe they're going to look at it with -- through a fresh set of lenses as opposed to come in with a bias of the previous proposed decision denying it?.

Thank you, Jonathan. I appreciate the question. The draft decision made very clear what PURA's areas of focus were and that was extremely helpful to us. It was straight talking. So our filing will be intended to specifically address those areas of focus.

I remember when I worked in Pennsylvania, Pennsylvania commission staff actually filed evidence and testimony in proceedings. And so you are able to get a view of kind of where they were early in the process, but every commission is different.

And so for us, when we were -- when we finally did receive the proposed final decision, then it became very clear to us what those areas were. So having taken a careful look at that and consulting with other experts and some fresh eyes, we believe that we can adequately address those.

But we respect the commission process and we recognize that coming back in, we have that burden to make sure that we alleviate their concerns and address those issues. So I do believe and feel very confident that we can, but again that's a process that we have to respect with the commission and make sure we answer any of their questions that remain..

Right. I mean, some of those concerns are, obviously, addressable; others are kind of beyond your control, local ownership concerns, stuff like that.

So do you have any insight, which concerns weigh greater importance with the state, with the commission than others? Because you can do all you want to address 80% of the concerns, but there is 20% that just simply can't be addressed, that's still enough to keep them from blessing the deal..

I have respect for the process. I won't go into real specifics, Jonathan, on how we intend to address those concerns, but we do actually believe we have the ability to address some of those concerns, like local control.

And so we will craft our proposal and our evidence accordingly, and then make our best case before the commission, both in Connecticut and in Maine..

Okay.

And then any insight on who Governor Lamont intends to nominate to the empty PURA's seat -- I don't think I've seen any indication at this juncture?.

We've not heard any names for that as well. We intend to go ahead and proceed with our filing in Q2. It's quite possible that by the time we're in hearings, the third commissioner will be appointed, but the Acting Chair, Betkoski, and Commissioner, Karen, both very experienced and long serving.

And so we believe that it's prudent to get forward and get back in front of the commission there in the second quarter..

Okay.

So, I guess, you don't need to wait for a third commissioner to be appointed in your mind and you don't know, I guess, the time line with which the appointment is going to be made?.

That's right. You've got a new governor. So lots going on with the new governor there and -- but the commission can proceed with two commissioners in place.

And we look at the draft decision as reflecting PURA's focus and areas that we need to address and that, whether there is a new commissioner appointed at the time or not, we believe the evidence and the information that we put forward will be -- we will be able to address those concerns.

So to wait for a third commissioner to be appointed, we don't control that, and so -- but we believe we can address the concerns right now..

Okay.

And then if there are just two commissioners, then you would need a 2-0 vote in there to get approval?.

Yes, we would need two votes regardless. So that's right. We would need -- if there were just two commissioners, we'd need a unanimous decision in that scenario..

Okay.

And then just lastly going back to Durgesh's question on CPUC's proceeding, like, what exactly would an order even be saying or addressing? I mean, is it just concluding whether or not they have jurisdiction or would it be attaching some sort of conditions to the merger? Or how should we be thinking about that?.

Jonathan, this is Palle here. Our expectation would be that it would -- it rests whether the commission has jurisdiction over the transaction and then determine whether there would be any rate impact on customers of San Jose Water company and how such rate impact should be addressed.

We don't want to get in front -- we don't want to get ahead of any commission decision, but all the evidence has been submitted in the case, all the procedural matters have been completed. And the only steps that are in front of commission right now is the proposed decision followed by a decision and that could come at any time at this point.

So those will be the major issues that would be -- we would expect the commission to address in their proposed decision..

Okay. So it would address both, though.

It wouldn't just say, "hey, we have jurisdiction and now we're -- we want to do another proceeding to figure out how we want to do any rate impact." It would handle both and get that cleared out of the way so it's not, I guess, an additional outstanding issue?.

That would be the expectation. Traditionally, the commission has addressed transaction impacts on customers in California in any following general rate cases of the utilities. So that has been the traditional manner in which the commission has addressed to the rate impact issue..

Okay. So you're saying they would wait until the next general rate case to do it, but they might signal in the OII that they would be having to make sure --.

That would -- our expectation would be that the commission would signal or address how these rate matters would be addressed and traditionally it has been done in future rate cases..

Sorry, for the confusion there. Appreciate you guys taking the questions today..

Jonathan, we appreciate your participation today, and we're glad to have you on it as you've recently initiated coverage, so we look forward to working with you..

And I'm not showing any further questions at this time. I'd like to turn the call back to over to Eric..

Very good. Thank you, everybody, for participating on our call today. We're very excited about the future of our company. We're 152-year-old company, but we're just getting started. We appreciate your interest in our company and support, and look forward to working with you in the future. Thank you very much..

Ladies and gentlemen, that concludes today's presentation. You may now disconnect, and have a wonderful day..