Good day and welcome to the Aqua America Q3 2016 Earnings Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Mr. Brian Dingerdissen. Please go ahead.

Thank you, Angela. Good morning, everyone and thank you for joining us for Aqua America's 2016 third quarter earnings conference call. If you did not receive a copy of the press release, you can find it by visiting the Investor Relations section of our website at aquaamerica.com. The slides that we will be referencing can be found on our website. There will also be a webcast of this event available on our site. As a reminder, some of the matters discussed during this call may include forward-looking statements that involve risk, uncertainties and other factors that may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Please refer to our most recent 10-Q, 10-K and other SEC filings for a description of such risk and uncertainties. During the course of this call, reference may be made to certain non-GAAP financial measures. A reconciliation of these non-GAAP to GAAP financial measures is posted in the Investor Relations section of the company's website. Presenting today is Chris Franklin, Aqua’s Chief Executive Officer, Kim Joyce, Aqua’s Vice President of Regulatory Government and External Affairs and Dave Smeltzer, the Company’s Chief Financial Officer. After the presentation, we will open the call up for questions. At this time, I'd like to pass it over to Chris Franklin, Aqua’s President and Chief Executive Officer.

Hey thanks, Brian, and thank you all for joining us this morning. For today's call, I’ll start with some recent news about the company. Then I’ll comment on some of the highlights from the quarter. I have asked Kim Joyce to join us today as Brian mentioned discussing new partnership we have developed with Villanova University and Dave Smeltzer will take a few moments and review the company’s financial results and rate activity and then we’ll conclude the formal part of the presentation with a review of our guidance for 2016 and then we’ll answer any questions that you might have. So since we’ve last met, we’ve had a couple of leadership changes on what I’ll call the functional side, meaning not the geographic but the functional side of the business. And we’ve also had some retirements that have led to changes in our state leadership teams. I point this out because I think it speaks to the debt that we have developed in the organization, that’s very important. So let’s start with the functional side of the business. Kim Joyce, who will be speaking in a minute has been promoted to Vice President of Regulatory Legislative and External Affairs. I know of many of you know Kim and have met Kim at Analyst Day and Regulatory meetings. She joined the Company in 2007 and will hold the role that I once held for several years. She will continue to oversee legislative policies at the federal and state levels, regulatory filings, rate cases and our corporate communications – relations along with the Company’s charitable trust. Kim has played an important leadership role in the passage of the legislation we have discussed many times as the fair market value legislation, and she’s been particularly involved in Pennsylvania. Our second person you…

Thanks, Chris and good morning everyone. I am excited to talk about our recent partnership with Villanova. To start off we are all very proud to be part of a mission oriented organization. And our employee base has always been eager and willing to get involved in the communities that we serve and we started a number of new initiatives along these lines. One very exciting one being our partnership with Villanova and their school of engineering. This partnership is important for a number of ways. First, we have an ageing employee population. And Chris mentioned several retirements in his remarks today. As these long term employees retire, we recognize that we need to create an atmosphere to attract and retain really the next generation of Aqua employees. We’ve also recognized that having an employee base that wants to be more connected in our age of cell phones, computers, best case [ph] there are fewer and fewer opportunities for our employees to engage and interact with each other. So the outgrowth of this was several key initiatives, and for today's discussion, we're going to talk about our partnership with the school of engineering at Villanova, which really taps into the engineering and operating skills of Aqua’s technical team and really the genuine generosity of our employee population to bring sustainable water supply, places in the world that it needs. So we had a number of meetings with the school of engineering and we realized that we had a unique opportunity to accomplish a number of same store partnership with Villanova’s school of engineering. And I will note that Villanova is literally two miles down the road from our headquarters here in Bryn Mawr and we do have a lot of alumni, Villanova alumni that work in our headquarters. So each…

Great. Thanks Kim. And good morning everyone. Today I'd like review the third quarter financial results and some of the driving factors that impacted our performance. I'll also provide a look at our rate activity through the year thus far. So turning to the next slide, you see the third quarter 2016 revenues increase 2.5% to $226 million from the $221 million the same period of 2015. And in moment I'll show you the waterfall charts, but when we look at the revenue for Q3, 2015 versus Q3, 2016 it was primarily higher consumption rates and surcharges and regulated growth. They were offset by reduced market based activities that created that increase. Operating and maintenance expense were up 1.6%, $79.8 million for the quarter compared to $78 million in Q3 of 2015. Here lower production costs and decreased expenses ties to market based activities were offset by higher employee related expenses, regulated acquisitions and other expenses. Net income was $73.2 million which is up 8.5% compared to the $67.4 million in the same time frame of 2015. Earnings per share was $0.41, an increase of nearly 8% compared to the $0.38 reported in Q3, 2015. So next slide is year to-date, year to-date as of September 30, annual revenues increased 1% to $623 million up from the $617 million in the same period of 2015. Similar to the quarter, rates and surcharges, regulated growth and other factors increase revenue, but were offset by reduced market-based activities and lower consumption first half of the year. Year to-date O&M expenses were down 1.8% to $227 million compared to $231 million at the same time period of 2015. Higher employee related expenses and acquisition costs were offset by lower production costs, lower market based activities and other factors. Net income through the first…

All right. Thanks, Dave. We'll run through the guidance which is largely unchanged. Our customer growth CapEx and expense guidance has not changed really through the third quarter of 2016 from original. I will say we are expecting full year earnings per share to be in the range of $1.30 to $1.35, as we said in the beginning of the year, but probably I would say closer to the middle of that range if not slightly below the center for the range. Our year-over-year customer growth guidance as we said, range between 1.5% and 2% with the very strong pipeline of opportunities. We expect to invest more than 315 million and our capital infrastructure program and again more than a $1.1 billion [ph] of CapEx through 2018. Ongoing rate base growth between 6% to 7%, and on the same system, O&M increase of 1% to 2% for the full year, and we feel comfortable with that. Before we end the call, I'd like to open it up for some questions, if you have any. Questions?

[Operator Instructions] And we'll take our first question from Tyler Frank with Robert W. Baird & Company.

Hi, guys. Thanks for taking the question. You had mentioned that a number of municipalities looking to sell the highest you've ever seen before. Can you discuss sort of what the competitive environment looks like? Are you seeing a lot of other bidders out there in transactions that you're potentially looking at?

Tyler, that's a good question. And I would say that vast amount of activities in states like Pennsylvania, Illinois, New Jersey, but in Pennsylvania I would say, we have seen probably the most activity more recently and it is pretty competitive, but I would say the competition is largely among strategies and other municipals and we are interested to see how aggressive some of these other municipals are in the market, and really as you think about Pennsylvania one or two are more aggressive, but I think – it's pretty level playing field overall, but it is competitive.

Great. And then kind of looking out into 2017, what should we be expecting for potential acquisitions or growth through acquisitions either on a customer basis or potentially on a revenue basis?

Yes. I'll give you little bit of hedge start as to what's out in the pipeline in terms of customer growth and deals, the six deals plus the one week we are negotiating as of last night for additional 600 customers. So that's a little bit a head start. I would say the pipeline is strong but as we've discussed many times on these calls the municipal gestation period tends to be little bit more evolved, sometimes complicated but I think we have a very, very strong pipeline. I think you'll see a better guidance when we provide our total guidance later in the year or closer in to year early 2016, 2017.

Got it. Thank you, guys.

Yep.

[Operator Instructions] We'll move on to Ryan Connors with Boenning & Scattergood.

Great. Thank you. And thanks for your comments. Congratulations on the partnership with Villanova and I could you promise you as a Saint Joe's, I won't hold any of that against you so just to you're aware of that.

I've got it, right.

Actually I wanted to talk a little bit -- not to beat the dead horse with the acquisition side, but it does seem like that the market, the M&A market has kind of bifurcated a bit into the traditional bolt-ones and then these very large transactions. And I guess my question is, going back to the previous question about the competitive dynamics, how do the competitive dynamics differ in those two different types of deals? And presumably that maybe the bigger ones are more competitive because they're less of a bolt on to an existing territory or something like that, and how do you manage the tendency to want to score a big trophy win so to speak against kind of the blocking and tackling of just the traditional bolt on deals? So any color on that would be helpful.

Just so I'm clear on your question, Ryan, you're talking about what's call the Scranton size deals versus the smaller ones or you talking even larger than this?

Yes. Let's call it $50 million and above say, purchase price, what I would considered to be an exceptionally large transaction relative to history municipal wise, so anything north of that versus the 1000, 2000 you mention 600 customer type bold-ones?

So, I would say that there is clearly more competitions as you go to the larger scale. Clearly these are municipals in many cases that are opportunities to spend additional capital and clean some things up. These are opportunity to add significant number of customers, hence economies of scale and so particularly for strategic that are operating in those general areas let's call in that state those are pretty important opportunities. And I think in some cases municipal see it as an opportunity to also build scale and fortunately I think those are more limited, but if I were to summarize overall I would suggest the competition is greater as the scale become greater as well.

Okay. But so far you feel like the evaluation, the competition has been rational so to speak in the sense that things that haven't gotten out of hand with that competition leading to chase up in valuations from the larger deals?

Yes. There still been a chase up in valuation, Ryan, I think we recognize that. I think as we think about things like Act 11 which is the subsidization of wastewater customer with water customers in Pennsylvania. Act 12 which essentially be fair market value legislation in Pennsylvania and similar in other states. Those are going to allow a greater purchase price from municipals, but as you start to get beyond what I call fair market value than obviously there's no rate impact and so you do get into the goodwill issues. So I think this going to be a limit as to what will we paid, but certainly there's been an escalation in prices that can done in these cases. Now, we are also willing to stand down in a situation where we think the prices are too high. We've done that more recently, as a matter of face we looked at one system and it was a very sizeable system, but we felt that the rate increase associated with purchase price that we would have to pay would not be sustainable in the local community and I think it was very tough discussion in our internal investment community, but we made decision stand down and I think we're going to continue to make very disciplined discussions like that.

Got it. And then I wanted to get your update on any updated thoughts you might have and if there is no update that's fine too. But just on the idea of extra water deal so to speak, another utility sector, I know that's been a topic of discussion. Any evolution in your thinking there in terms of where you might want to go, have you find at view at all, any update there?

Yes. I would say Ryan, no update in our strategy, our strategy remains intact both three-pronged strategy we've been talking about all year long. And I think as I just mentioned in the municipal side, discipline is the name of the game and we're going to do our best for our shareholders and to the extent that we can find accretive opportunities that build shareholder value. We will evaluate them and again we're focus largely on the regulated sector and we think that our core capabilities can go more broadly, but having said that, it’s got to be right deal, it’s got to bring value, long-term value, as well as short term value. And so I would say no change in our strategy, but our approach remains the same.

Got it. And then one final one from me, as a customer I get a little interesting channel check here and that I know that you're recently launch this lead awareness campaign among big part of your customer base. And I'm just curious to gets your comments on that and whether -- what kind of – whether there are risks or opportunities associated with that. Obviously its driven by the fall up from the Flint situation but were there potential opportunities somewhere down the line to bring service lines into rate base or how are you looking at that whole issues as a from a business perceptive.

It's an important that customer should be asking all across the country. We are very fortunate in that. We've taken most of the lead out of our system that's not to say that just since we've acquired there may still be some pockets, but as always treatment is the critical components getting that corrosion control treatment so that we don't have high PH and we don't have lead leeching into our water. We continue to sample at very high rates, meet all the federal and state standards. But in terms of opportunities, listen we know that lead service lines still exist and we think about it largely in terms of the areas where we serve. In more affluent areas customer are liable to take those services lines out in areas where its less affordable customers are not. So we are working with the Pennsylvania commission and the other commissions to change out those lead service lines. At this point we always notify our customers when we discover lead service lines, so that they know it. And then where applicable we'd like to be able to change those out, put it in the rate base and we get recovery, but not own those service line. We'd like turn the ownership back to the customer again. And there is I think a lot of openness at the commission level doing just that. Cleary the question is how big is that in terms of an opportunities for companies like ours and how big is it for a recovery hurdles or commissions. And I think that's an ongoing conversation, but I would not say in our existing systems it’s a needle mover in terms of capital spend or generation of rate base.

Got it. And then is there any – go ahead.

I was going to say, I do hear from Mayors and supervisors and municipals that it’s a risk that they like to offload in some cases, that I think the Flint situation has made some elected officials more nervous.

And then in terms of the your service line protection program, I mean, I assume that that's not a – if someone discovers that they've got a leaded pipe, a service line, that's not coverable event with your under that program, correct?

That's correct.

Okay. Got it. Okay, well thanks for your time.

You bet. Thank you, Ryan.

We'll now go to Jonathan Reeder with Wells Fargo.

Hey, Chris. I just wanted to follow up on one comment you made that you expect full-year results to come in at the middle, if not slightly below part of the range. Why is that the case particularly considering, I guess, Q3 weather was warmer, dryer. Is it something that's going to be an ongoing impact when we look forward to 2017 or was it some of the stuff we saw in Q2?

Let's me start then I'll kick it over to Dave, but we do continue to address our unregulated components so we're seeing revenue falling as a result, but as we also said on the net income side we should be remain fairly steady as the contribution from the unregulated, but you'll continue to see revenue falling as we offload those piece of business. Dave you want dive in further that?

No. I think Q4 is going to be as typical quarter, right. We had a better than typical quarter I think Q3 with couple of unique items in there, but we don't see that Q4 reappearing, so a standard quarter and somewhere around the middle of the range.

Okay. It's not like an overall weather impact of the full year, Q2, was down, did Q3 just kind of offset that, are we kind of close to normal weather year at this point?

Yes. I would say, all-in-all pretty normal weather year.

Okay. All right. Thank you.

We'll now go to Michael Gaugler with Janney Montgomery Scott.

Hey, good morning everyone.

Good morning.

Chris, just wondering if maybe you could refresh us a little bit in terms of what you’re thinking might be on the timeline for the next Pennsylvania rate case?

Yes. So we're still thinking potentially this next year, Mike and then PA [ph] rate case 2018, 2019 probably filing in 2018 and getting in 2019.

Okay. That's all I have. Congrats on the nice quarter.

Great. Thank you.

And we'll go ahead and take a follow-up question from Ryan Connors with Boenning & Scattergood.

Great, thanks. I just want to follow up, I kind of a house-keeping. Dave, on the JV line, the – loss JV line it seem to actually swing and I apologize if I missed this in your prepared remarks, but what’s the color behind that, it was a pretty material swing in positive direction in the quarter.

It’s a good question, Ryan. When we signed up our customers, we signed with some fees that were to be recognized over sales. And there actually weren’t sufficient sales to recognize all those fees and so there were sales, there was a fee hung on the balance sheet that then was recognized this quarter at the expiration of the contract. So that was kind of a unique one time item related to those contracts that were signed several years ago.

Okay, so the expectation would be from 4Q onward that kind of reverts back to the little bit of a negative – flat to negative line item

Yes. That’s exactly right.

Great. All right, thanks again.

Okay.

This concludes today’s question and answer session. I will now turn the conference back over to Mr. Franklin for any additional or closing remarks.

Well thank you all for joining us. I appreciate your time and obviously if there are follow up questions, we’re also available.

Ladies and gentlemen, this does conclude today’s conference. We thank you for your participation.