Good day and welcome to the Aqua America’s Q3 2018 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 sir.

Thanks Brad. Good morning, everyone and thank you for joining us for Aqua America’s Q3 2018 earnings 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 we will be referencing today and a webcast of this event can also be found on our website. As a reminder, some of the matters discussed during this call may include forward-looking statements that involve risks, 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 risks and uncertainties. During the course of this call, a reference maybe 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 are Chris Franklin, Aqua America’s Chairman and Chief Executive Officer; Dan Schuller, Executive Vice President and Chief Financial Officer; and Matt Rhodes, Executive Vice President of Strategy and Corporate Development. After the presentation, we will open the call up for questions. At this time, I would like to pass it over to Chris Franklin.

Hey, thanks, Brian and thanks everyone for joining us this morning. As I am sure you know by now, we announced about 2 weeks ago our agreement to acquire Peoples which is the largest natural gas provider in Pennsylvania. They have more than 740,000 customers spread over three states. This is a very clearly transformative acquisition for us and we are already making substantial headway on the various work streams it takes to complete and integrate a transaction of this size. Matt will give you a little more detail on that in just a few minutes in the call here. Now, for the quarter, our financial results were solid with revenue up 5.2%, earnings per share up 2.3%. We are also narrowing our guidance range to the upper end of our previous range. That previous range was $1.37 to $1.42 and our revised guidance is $1.40 to $1.42, not including of course the transaction costs that will come along associated with Peoples deal. Now on Slide 5, you can see some of the highlights from our Peoples transaction. You will recall, we announced a purchase at $4.275 billion then that was including the assumption of about $1.3 billion of debt. The combination creates a unique company in the market, a company that will be almost entirely regulated and will stand with a mix of 70% water and 30% natural gas. Our combined water and natural gas infrastructure company will have the vast majority of its operations in Pennsylvania, always ranked as one of the most constructive regulatory states in the country. The acquisition of Peoples is in line with our growth strategy that we have been pursuing since I have been CEO – I became CEO in 2015. And as such, I want to stress that this is not a…

Great. Thanks, Chris. As Chris said, this is another solid quarter for Aqua America, which you can see on Slide 10. We reported revenues of $226.1 million for the quarter, up 5.2% compared to the $215 million in the third quarter of 2017. Operations and maintenance expenses were $68.6 million for the third quarter of 2018 compared to $66.7 million last year. We reported net income of $78.2 million compared to $76.2 million in the third quarter of 2017, which is an increase of over 2.6%. Earnings per share were $0.44, up from $0.43 last year, an increase of 2.3% from the third quarter of 2017. With that, let’s move on to the next slide for the year-to-date results. On Slide 11, year-to-date, we continue to see strong growth in both the top and bottom line. Revenue is up 4.3% and EPS rose 4.8% in the first three quarters of the year. We have seen an increase in O&M, which we explained last quarter was largely the result of non-recurring items in previous quarters, but O&M growth has returned to our normal range in the third quarter. Net income per share, year-to-date, is up 4.8%. Now, let’s move on to Slide 12 for more details on revenue. Breaking down the different components of this 5.2% revenue increase, we see that rate activity is the biggest contributor at $6.2 million. This was primarily driven by the Pennsylvania debt and new rate that became effective in Illinois in the springtime. Consumption contributed $3.1 million in the quarter compared to last year’s third quarter with Texas and Illinois as the biggest contributors. Regulated growth from both acquisitions and organic growth added $1.8 million to revenue. Other items added $248,000 and market-based activities accounted for a decrease of approximately $200,000 in revenue given our…

Thanks, Dan. I will start on Slide 17. As Chris mentioned, the acquisition of Peoples will truly be transformative for our company’s future. However, the transaction was structured in a way that will enable us to continue our municipal growth strategy at a robust rate similar to the last several years. As we discussed on our last earnings call, in July, we closed acquisitions of the wastewater systems of Limerick in Pennsylvania and Manteno in Illinois, which totaled more than 9,000 customers. Then in early October, we completed the acquisition of Peotone, Illinois’ water and wastewater systems with nearly 3,000 customers and with that we reached 1 million total customer connections, which is a big milestone. With the close of these systems, we have added more than 12,000 new customer connections and over $100 million of rate base for municipal acquisitions for this year. When you add this to our small private acquisitions and organic growth this totals 2% overall customer growth year-to-date. On Slide 18, you can see that we continue to see strong interest from municipalities, particularly in states where there is fair market value legislation, which effectively allows us to earn a return on the purchase price paid. We recently added two systems to our list of signed acquisition agreements. These are East Norriton in Pennsylvania with nearly 5,000 wastewater connections and System I in Illinois, with 752 water and wastewater connections. This gives us 7 signed agreements with municipalities, representing over 20,000 customers and approximately $100 million of rate base. Together, our closed and signed municipal acquisitions totaled nearly 33,000 customers, with most of these signed transactions to be completed in 2019. As Chris said, this is an unprecedented amount of volume. In addition to these signed agreements on this page, there is also a strong…

Thank you, Matt. Appreciate it. Let’s take a look at our 2018 guidance. I will just update you there. For the full year, earnings per diluted share as I mentioned being in the call, we have narrowed our guidance, the new guidance is at $1.40 to $1.42 compares to previous range of $1.37 to $1.42. Of course, this excludes transaction expenses. We also expect to invest nearly $0.5 billion in infrastructure in 2018, again a record amount for us and we will invest about $1.4 billion of CapEx over the next 3 years, that’s through 2020. It’s important to note that this CapEx does not include investment in additional systems that we acquired, so the full CapEx amount when we look back at this time from 2021 will expect to be – would see a higher number. Aqua’s water and wastewater rate based growth is expected to be at 7% over the period and we recently extended that out to 2021. We filed our wastewater rate case in Pennsylvania as we mentioned the resolution in mid 2019 and year-over-year, we are expecting customer growth to be between 2% and 3%. And as Matt said, we have already hit the 2% and we have got more in the pipeline. We recently announced that we do not plan to provide earnings guidance for 2019 due to the ongoing Pennsylvania rate case. However, we will continue to provide guidance on things like capital and operating expenses, rate base, customer growth and those sort of metrics. At the conclusion of the rate case, of course, we will go back to providing our normal guidance on a normal cycle. So finally, in summary last slide, let me quickly summarize some of the news we gave you today. One, we are experiencing strong momentum in our municipal acquisition program largely due to fair market value legislation and we are track to continue to pass legislation throughout all of our states. We will have approximately 33,000 new customers added from closed or signed acquisitions this year. And we have the capital investment on track as I just mentioned toward $500 million this year and we will focus on sustainability and our transparency has never been stronger as evidenced by our inaugural CSR report. The first Pennsylvania rate case as I mentioned is filed and it has 20 acquisitions and $2 billion of investment in it. And importantly, for the future of our company, we announced the agreement to acquire Peoples, the local gas distribution company. And finally, once again, we narrowed our guidance range to $1.40 to $1.42. And with that, I will open it up for questions. Operator?

Thank you. [Operator Instructions] And our first question comes from Ryan Connors with Boenning & Scattergood.

Great. Thanks for taking my question. I have a couple of questions on the M&A environment. First, just on the water side before one on Peoples as well. But in terms of the pipeline of municipal deals, there is this tentative I guess supplementation – there is supplemental order in Pennsylvania where they are going to change around the fair market value somehow I guess relative to valuation or whatnot. Is that – how does that impact the near-term deal pipelines specifically in Pennsylvania? I mean, could we see some bit of an air pocket while until that gets finalized and everyone knows what the playing field look like or what’s the view there?

You are right. I guess, the short view is we are going to continue to push ahead. Timing on deals is always difficult to hold back. So, we would see pressing forward. I do think though and we have all seen the commission’s order, draft order, I do think though that greater clarity that it brings to the process will be good for not only the selling municipals, but also for the companies participating. And so we think that process will wrap up on a fairly time schedule and we will have, I will say, call it a new set of guide rails.

I know we certainly haven’t seen that air pocket that you mentioned yet. As we see it, the pipeline remains very strong.

Okay. And then as it relates to other states, it seems like Pennsylvania and then I guess to some extent Illinois have really been kind of the key drivers where things have really been crossing the goal line. Any other states where I guess we have got 7 or 8 of these fair market value states now. Any of those others that you think now will kind of perk up going forward?

Yes. So, we redeploy internal assets to North Carolina. Now that we have legislation in North Carolina, of course that’s brand new, we expect passage in Ohio. We are hopeful that that happens in the next month or so here after the election, it’s already passed the House of Representatives in the Senate in Ohio and we have put new assets in Texas. So we are confident that we are moving our assets where we think we can develop markets or see even more activity. And so I think Illinois and Pennsylvania are really just the beginning of this process.

Got it. Now as regards to Peoples, you have made a really compelling case for why bringing the Pennsylvania assets of Aqua and Peoples together makes strategic sense, but I wonder if you could speak to the smaller Peoples states Kentucky, West Virginia, those are states where Aqua does not operate today. So, what’s the strategic vision there? I mean, will those be run on standalone? Will those be platforms for growth? Would you contemplate any divestitures, I mean, what’s the view on that front?

Yes. So, let’s just say right upfront, we are not contemplating at this point any divestitures, but I think when we think about growth in those states, we are doing an analysis now. Matt has a team on that who look at what are our options in those two states, but listen, we think the atmosphere is constructive on the regulatory side and so we are going to continue evaluate opportunities in both those states, both gas and water and wastewater.

Got it. And then just couple of housekeeping items. Number one, apologize if I missed this, but JV line actually dropped off a bit in the quarter, what’s going on there? Any modeling help would be good.

Yes. So, the JV pipeline took us a little bit of time there where one driller kind of finished pumping and other driller was just starting. We had been flowing water through that JV pipeline. It should be flowing today and we would expect a little bit more flow through the line this year. So we are feeling good about it and we have got a program with these same drillers where they had given us some projected volumes for next year to continue to hold the volumes in that line at a relatively nice level.

Got it. And then last one for me, I know you mentioned you are not going to be providing any ‘19 guidance for now and I truly understand if the answer is no comment, but any help you can give us on tax rate for ‘19 it’s been a really tough item to model?

Yes, it’s probably a bit early for us to do that. We haven’t commented specifically on these things before. So, let’s take that one under advisement Ryan.

Understood. Thanks guys.

Thank you, Ryan.

Thank you. Our next question comes from Angie Storozynski with Macquarie.

Thank you, guys. Okay. So I have one of a bigger picture question. So you announced this acquisition ahead of the resolution of your rate case which we have all been expecting, but we are all kind of cautious about. You have all kinds of assumptions regarding your rate base growth projections, which are somewhat dependent on the outcome of the rate case. And on top of that, you are telling us you need to issue at least $1.5 billion of traditional equity while you have to do this rate case overhang. I mean, is this just that I am not being the underlying appeal of the situation or is it that this deal happens somewhat because now it’s available and hence there is no link to the pending rate case?

Yes, Angie. Good questions. Clearly, if we could time our lives in all our business transactions perfectly, this time it wouldn’t probably have laid out as it has. However, having said that, listen transactions come long, this was a great fit. As Matt mentioned, it meets all of our qualifications and our strategy and so the timing was now. Now having said that listen, the commissions in each state do a thorough examination of the capital we spent before they turn into rate base for the company, but we have been very, very prudent in our investments. And so therefore, we don't have a history of having our capital investments not go into rate base, in other words, the commissions have looked favorably on the work we've done traditionally and we wouldn't see any reason why that wouldn't continue. Now in terms of the exact timing, listen, we would expect to close this deal sometime in the mid-year ‘19, and the rate case could conclude roughly in the same area of the year, call it second quarter mid-year. And so that's just the way it lays out Angie. And we think that we’ve got the bandwidth and the experience to navigate both of those.

I understand. Thank you for this answer. My underlying concern here is that the transaction that you’re pursuing is an attempt to basically boost your earnings power, which will be potentially diminished on the back of that rate case, and I don't know if that's the case, so hence my question?

Well, we would not expect earnings power to be diminished as a result of the rate case that we spent substantial capital and we would expect a fair treatment of that capital investment by the regulatory commission.

Okay. So something unrelated, so in I think July or August Peoples approached Pittsburgh Water and Sewer Authority to potentially create some sort of a joint venture on the water side. I think nothing came out of it of this until now. Do you think you’re your acquisition of Peoples could actually facilitate some sort of either eventual acquisition of the system or some sort of joint venture with Pittsburgh Water and Sewer?

Yes. It’s a great question. And one that has received a fair amount of press and attention particularly in the Pittsburgh area. Let’s just state the facts, right. Number one, there is an acute issue in the City of Pittsburgh with their water system, that is a fact. It is well covered in the press. I'm sure there are a lot of very fine people who’re working to address that issue, however, for years now, they have not been able to solve the problem. That frankly, Angie is what we do, right. This company for 130 years has been solving issues with water. And most recently as we become a much larger entity and our resources are deeper, we can solve problems like the one in the City of Pittsburgh. Immediately when we announced this deal, I personally went to Pittsburgh, I met with the Mayor's Office, I met with the City Council members and other members of the community indicating that we could support, we could advise, we could invest, we could be part of the solution in Pittsburgh in the Pittsburgh water system. And the Peoples option that they put out there, they have a one alternative, I think is an interesting one. At this point what we have said, Aqua is that we can be part of the solution, we can be the solution, but we don't have all the answers at this point and we’re not supporting a single solution at this point, we’re open to the engagement. But we’re waiting for the Mayor and the City Council to engage with us and invite us in.

Very good. Thank you.

Thank you. Our next question comes from Durgesh Chopra with Evercore ISI.

Hey, team, good morning.

Hey, Durgesh, how are you?

Good. Excellent. Two questions for me. First just any more color on the timing of the regulatory filings for the Peoples acquisition, when would you file, should we expect you to file before year-end?

Yes. Yes, we’ll be in before – well before year-end. We would expect to be in the next two weeks.

Got it. And I guess the financing plan, the timing of the financing plan is kind of linked to, I guess, the timing of your regulatory filings in a way, right?

That’s right.

Okay. And then just looks like mid ‘19 you’ll have your – by mid ‘19 you’ll have the rate case hopefully resolved in Pennsylvania, this deal closed. So just big picture question is at that point, would you consider providing not just like I know you said ‘19 guidance not until then, but like long-term earnings growth guidance after you’ve resolved those, I guess, kind of the two big items for you at least in near-term?

Yes. I think Durgesh, we give longer term guidance obviously on some items. I guess, you're asking for longer term guidance on earnings per share growth, actually, we give longer term guidance on rate base and things like that. But listen at the end of, when we close this, we will at the very minimum continue our policy of one-year guidance on earnings per share and longer term guidance on other items, but we can most certainly consider giving longer term guidance. But I would say let us consider that when we conclude this transaction and the rate case.

Perfect. Thank you. And Dan you did a fine job on your first earnings call as CFO, so congratulations.

Yes. Thanks, Durgesh. Appreciate it.

Thanks. Good luck, guys.

Thank you.

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

Hey, good morning, guys. A question, did you guys increase Peoples’ CapEx since the deal was announced, but that’s – it was said it was kind of $300 million to $350 million, and I noticed ‘20 and ‘21 show numbers north of $350 million?

Yes. So we’ve looked at different opportunities, and as we said, we think there’s a lot of capital that can be spent at Peoples. They have a lot of pipe to replace and so we have looked at opportunities that potentially increase the spending slightly, but we’re still obviously looking at those numbers and refining that, but still feel confident that we can spend in the $350 million range as you look out a couple of years.

Jon, that’s frankly one of the skill sets we think we bring to the table here. Our ability to ramp up that CapEx program as we’ve done at Aqua. we think we can bring some of that skill set and frankly, potentially some of the same contract accrues to the Peoples effort to ramp up their CapEx and miles at main per year.

Okay. And then, I guess, have you looked at ongoing equity needs following the deals closure? Is it fair to say that you’re going to need regular equity to support CapEx at both the water and the gas, regulatory businesses plus community M&A strategy?

So, I guess, it’s really the last clause you added there that’s the question mark. So on an ongoing basis, we wouldn’t expect significant equity needs, but in the event that the municipal transaction program continues to accelerate, of course, there’d be a point there where if you’re doing enough municipal transaction, you need additional equity to help fund those transactions, Jonathan.

Okay. So minimal equity I guess to fund the ongoing businesses and then M&A kind of accelerates and that could exacerbate a little bit, but that’s not a bad thing?

Yes. So at this point, I’d like to clarify kind of on a normalized basis, we wouldn’t expect equity raise – an equity raise in the foreseeable future, but if that CapEx, I should say if that municipal acquisition program really accelerates, then of course we’d be evaluating it.

Okay. And then any updates, I might’ve missed what you kind of said to Durgesh, but the timing of this near-term equity offering I mean it seems, there is nothing – there is not a lot of huge obstacles in the way of getting the deal approvals, so given the volatile market and recent performance like you might want to lock it in sooner rather than later in terms of pricing or the current pricing environment more challenging to make the numbers work on the deal?

Yes. We definitely hear you on that. I think as we evaluate kind of what’s required in order to raise debt and equity capital, overlay that with blackout periods that exist and think about getting toward line of sight to the regulatory approvals, you know all of these things kind of play into the likely timing of that. But I’ll tell you, Jonathan, we continue to evaluate every day how that might come together and when the windows might be.

I mean, is your preference sooner rather than closer to the close. Is that fair or –

Just not sure if this is possible, so we may need a little bit of a time to get some things lined up first, but you are hitting on all the things that we are considering as we evaluate this.

Okay. And then lastly the ‘18 guidance update, what’s kind of driving that? Is it single items or kind of some of the less predictable things whether it’s some Q3 weather benefit, the earnings from the JV pipeline that weren’t originally anticipated?

Yes, little bit. As you know there is some things that are positive. JV pipeline is positive. We have seen some consumption that’s better as we noted today on the call, but it’s just as the year goes on and we continue to roll forward our forecast to just have a better view as to where you are truly going to land, and throughout the course of the year, there are always some ups and some downs, but at this point in the year, we are comfortable kind of narrowing that range to call it the top half of our range, $1.40 to $1.42.

And then thinking about growth off of that range, I mean, we should be thinking off of that narrowed range?

Well, and as we said, if you think about – narrow range gives you a landing zone here. 2019 as we said, we are not going to provide guidance for 2019 just given where we are with Pennsylvania rate case, but also as you can imagine 2019 and you will start to see this in the fourth quarter, we will start to have some show non-GAAP earnings as we start to strip our transaction costs and start to see transaction costs, you will see some of that messiness kind of continue on a non-GAAP basis through fourth quarter and into 2019 as we work to close the transaction. So, it’s just the way of saying it, it’s going to be a little bit more difficult given some of these things.

Right. Okay, alright. Well, thanks for taking my questions today.

Absolutely.

Thank you. And we have no further questioners in the queue at this time. I would like to turn the conference back over to Mr. Chris Franklin for closing remarks.

Great. Thank you all for joining us. I appreciate it. Obviously, we are always available post call. Thank you.