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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2001
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Commission file number 1-8966
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 77-0066628
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
374 West Santa Clara Street, San Jose, CA 95196
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(Address of principal executive offices) (Zip Code)
408-279-7800
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year changed since last
report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Common shares outstanding as of August 1, 2001 and as of the date of
this report are 3,045,147.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
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SJW CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands, except share and per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
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Operating revenue $36,364 33,064 $60,609 56,601
Operating expense:
Operation:
Purchased water 9,181 8,100 14,968 12,830
Power 2,057 1,074 2,775 1,707
Pump taxes 6,058 4,852 8,980 7,677
Other 4,995 6,859 11,304 12,796
Maintenance 1,821 1,752 3,388 3,495
Property and other
nonincome taxes 1,055 982 2,161 1,998
Depreciation and
Amortization 3,310 2,962 6,608 5,923
Income taxes 2,172 2,227 2,498 3,101
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Total operating expenses 30,649 28,808 52,682 49,527
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Operating income 5,715 4,256 7,927 7,074
Other income 165 22 363 111
Dividend income 307 302 613 605
Interest and other charges (2,017) (1,858) (4,055) (3,741)
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Net income $ 4,170 2,722 $ 4,848 4,049
======================================================================
Other comprehensive income (loss):
Unrealized gain (loss)
on investment (3,245) 1,581 (1,485) (6,668)
Income taxes related to
other comprehensive
income (loss) 1,330 (648) 609 2,734
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Other comprehensive income
(loss), net (1,915) 933 (876) (3,934)
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Comprehensive income $ 2,255 3,655 $ 3,972 115
======================================================================
Basic earnings per share $1.37 0.89 $ 1.59 1.33
======================================================================
Comprehensive income per share $ 0.74 1.20 $ 1.30 0.04
======================================================================
Dividends per share of
common stock $ 0.65 0.62 $ 1.27 1.23
======================================================================
Weighted average shares
Outstanding 3,045,147 3,045,147 3,045,147 3,045,147
======================================================================
See accompanying Notes to Condensed Consolidated Financial Statements.
SJW CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
JUNE 30 DECEMBER 31
2001 2000
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ASSETS
Utility plant $482,632 462,892
Less accumulated depreciation and amortization 145,790 139,396
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Net utility plant 336,842 323,496
Nonutility property 10,196 9,979
Current assets:
Cash and equivalents 868 783
Accounts receivable and accrued revenue 20,460 13,125
Prepaid expenses and other 1,187 1,344
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Total current assets 22,515 15,252
Other assets:
Investment in California Water Service Group 28,214 29,699
Investment in joint venture 1,223 1,237
Debt issuance and reacquisition costs 3,638 3,719
Regulatory assets 5,270 5,256
Goodwill 1,786 1,829
Other 1,851 1,463
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Total other assets 41,982 43,203
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$411,535 391,930
======================================================================
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock $ 9,516 9,516
Additional paid-in capital 12,356 12,357
Retained earnings 117,220 116,232
Accumulated other comprehensive income 5,344 6,220
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Shareholders' equity 144,437 144,325
Long-term debt 90,000 90,000
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Total capitalization 234,437 234,325
Current liabilities:
Line of credit 18,700 11,200
Accrued interest 2,768 2,789
Accounts payable and purchased power 2,839 1,134
Accrued pump taxes and purchased water 8,160 4,629
Accrued taxes 1,710 266
Refund due to customers 1,072 1,072
Other current liabilities 3,183 5,652
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Total current liabilities 38,432 26,742
Deferred income taxes and tax credits 26,113 24,713
Advances for and contributions in aid
of construction 106,912 100,222
Other noncurrent liabilities 5,641 5,928
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$411,535 391,930
======================================================================
See accompanying notes to condensed consolidated financial statements.
SJW CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
SIX MONTHS ENDED
JUNE 30
2001 2000
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Operating activities:
Net income $4,848 4,049
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,608 5,923
Deferred income taxes and credits (724) (3,298)
Changes in operating assets and liabilities:
Accounts receivable and accrued revenue (7,335) (4,708)
Prepaid expenses and other 157 (200)
Accounts payable and other current
Liabilities (764) 1,750
Accrued pump taxes and purchased water 3,531 2,086
Accrued taxes payable 1,444 (365)
Other changes, net 2,265 3,608
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Net cash provided by operating activities 10,030 8,845
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Investing activities:
Additions to utility plant (20,686) (14,329)
Additions to nonutility property (158) (47)
Cost to retire utility plant (195) (333)
Distribution from joint venture 101 -
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Net cash used in investing activities (20,938) (14,709)
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Financing activities:
Dividends paid (3,860) (3,745)
Borrowings on line of credit 7,500 4,100
Advances and contributions in aid of construction 8,036 6,452
Refunds of advances (683) (692)
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Net cash provided by financing activities 10,993 6,115
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Net change in cash and equivalents $ 85 251
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Cash and equivalents, beginning of period $ 783 124
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Cash and equivalents, end of period $ 868 375
======================================================================
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest $516 3,651
Income taxes - 4,018
See accompanying Notes to Condensed Consolidated Financial Statements.
SJW CORP. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2001
(dollars in thousands)
NOTE I - GENERAL
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In the opinion of SJW Corp., the accompanying unaudited condensed
consolidated financial statements contain all adjustments,
consisting only of normal recurring adjustments, necessary for
the fair presentation of the results for the interim periods.
The Notes to Consolidated Financial Statements incorporated by
reference in SJW Corp.'s 2000 Annual Report on Form 10-K should
be read with the accompanying condensed consolidated financial
statements.
Basic earnings per share and comprehensive income per share are
calculated using income available to common shareholders and
comprehensive income, respectively, divided by the weighted
average number of shares outstanding during the year. SJW Corp.
has no dilutive securities, and accordingly, diluted earnings per
share is not shown.
SJW Corp. and its subsidiaries operate predominantly in one
reportable business segment of providing water utility service to
its customers. Nonutility revenue, assets, and net income do not
have a material effect on the corporation's financial condition
and results of operation.
NOTE II - CRYSTAL CHOICE WATER SERVICE LLC
--------------------------------
SJW Corp.'s condensed consolidated financial statements for the three
and six months ended June 30, 2001 include the operating results of
Crystal Choice Water Service LLC (CCWS) from January 18, 2001
(inception). CCWS engages in the sale and rental of water
conditioning equipment. SJW Corp. intends to invest $850 in the first
year of operation for a 75% interest of CCWS. Intercompany
transactions and balances have been eliminated. The CCWS operation is
not expected to be material to the overall financial position and
operating results of SJW Corp.
NOTE III - THE MERGER
---------------------
On October 28, 1999, SJW Corp. and American Water Works Company, Inc.
(American Water) entered into an Agreement and Plan of Merger (Merger
Agreement). SJW Corp. and American Water filed a joint application
with the CPUC requesting its approval to complete the transaction.
On February 20, 2001, the California Public Utility Commission (CPUC)
issued a revised schedule for consideration of the proposed merger
that would allow for a decision in September 2001. Following the
ruling setting forth the new schedule, American Water announced that
it would terminate the Merger Agreement on April 28, 2001, the date
after which either party had the right to terminate the Merger
Agreement, because of regulatory uncertainties and delays, and offered
to consent to mutual termination of the agreement. On March 1, 2001,
SJW Corp.'s Board of Directors decided that it would be in the best
interest of the company to terminate the Merger Agreement, and
accepted American Water's offer for mutual termination.
NOTE IV - IMPACT OF RECENT ACCOUNTING PRONOUCEMENTS
-----------------------------------------
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and Statement of Financial Accounting Standards (SFAS)
No. 142, "Goodwill and Other Intangible Assets".
Statement No. 141 addresses the accounting for and reporting of
business combinations and supercedes APB Opinion No. 16 "Business
Combinations", and FASB Statement No. 38 "Accounting for
preacquisition Contingencies of Purchased Enterprises". Statement No.
141 requires that all business combinations be accounted for using the
purchase method of accounting for acquisitions and eliminates the use
of the pooling method. This Statement applies to all business
combinations initiated after June 30, 2001. SJW Corp. does not
anticipate that the adoption of Statement No. 141 will have a material
effect on its consolidated financial statements.
Statements No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supercedes APB
Opinion 17, "Intangible Assets". Statement No. 142 changes the
accounting for goodwill from an amortization method to an impairment-
only method. The amortization of goodwill, including goodwill
recorded in past business combinations will cease upon adoption of the
statement, which will begin with the SJW Corp.'s fiscal year starting
January 1, 2002. However, goodwill and intangible assets acquired
after June 30, 2001, will be subject to immediate adoption of the
statement. The company will continue to amortize its goodwill during
the remainder of fiscal 2001, the amount of which will be
approximately $43 for the second half of the year. The resulting
balance for existing goodwill and other intangible assets as of
December 31, 2001 subject to periodic impairment testing will be
$1,743. If in a future period, the company determines that goodwill
or another intangible asset is impaired, the impairment write down
could have a material impact on earnings for that period.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Dollars in thousands)
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General:
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SJW Corp. was incorporated in California on February 8, 1985. SJW is
a holding company with two wholly owned subsidiaries, San Jose Water
Company and SJW Land Company.
San Jose Water Company was originally incorporated under the laws of
the State of California in 1866. The company was later reorganized
and reincorporated as the San Jose Water Works. San Jose Water Works
was reincorporated in 1985 as San Jose Water Company, with SJW Corp.
as the parent holding company. The headquarters of SJW Corp. and its
subsidiaries is at 374 West Santa Clara Street, San Jose, California
95113 and their telephone number is (408) 279-7800.
San Jose Water Company is a public utility in the business of
providing water service to a population of approximately 985,000 in an
area comprising about 138 square miles in the metropolitan San Jose
area.
The principal business of San Jose Water Company consists of the
production, purchase, storage, purification, distribution and retail
sale of water. San Jose Water Company provides water service to
customers in portions of the cities of Cupertino and San Jose and in
the cities of Campbell, Monte Sereno, Saratoga and the Town of Los
Gatos, and adjacent unincorporated territory, all in the County of
Santa Clara in the State of California. It distributes water to
customers in accordance with accepted water utility methods, which
include pumping from storage and gravity feed from high elevation
reservoirs.
SJW Land Company was incorporated in October 1985. SJW Land Company
owns and operates parking facilities adjacent to the San Jose Arena,
commercial buildings in San Jose and a 70% limited partnership
interest in 444 West Santa Clara Street, L. P.
In January 2001, SJW Corp. formed Crystal Choice Water Service LLC
(CCWS), a limited liability company with Kinetico, Incorporated, a
leading water conditioning equipment manufacturer. SJW Corp. owns 75%
of the entity. CCWS engages in the sale and rental of water
conditioning equipment. The CCWS operation is not expected to be
material to the overall financial position and operating results of
SJW Corp.
SJW Corp. also owns 1,099,952 shares of California Water Service
Group.
Liquidity and Capital Resources:
- -------------------------------
SJW Corp. and its subsidiaries have unsecured lines of credit
available allowing aggregate short-term borrowings of up to $40,000 at
rates which approximate the bank's prime or reference rate. At June
30, 2001, SJW Corp. and its subsidiaries had available unused short-
term bank lines of credit of $21,300.
San Jose Water Company plans to issue $20,000 of long-term financing
in the fourth quarter of 2001. Proceeds from the sale of the long-
term financing will be used to repay short-term borrowings, and fund
construction expenditures through the first half of 2002.
San Jose Water Company's capital expenditures are incurred in
connection with normal upgrading and expansion of existing facilities
and to comply with environmental regulations. Capital expenditures
for the next five years are likely to increase from historical levels
due to the addition of new, or expansion of existing, water treatment,
transmission and distribution, and source of supply facilities and to
comply with environmental regulations. Net capital expenditures for
2001 are estimated at $23,000. For the five year period from 2001 to
2005, San Jose Water Company's net capital expenditures are estimated
to aggregate $120,000. Net capital expenditures represent gross
capital expenditures less advances and contributions in aid of
construction.
SJW Corp intends to invest $850 in the first year of operation for a
75% interest of Crystal Choice Water Service LLC. The second half of
the funding to CCWS will be made in August 2001.
Results of Operations:
- ---------------------
Overview
SJW Corp.'s consolidated net income for the second quarter of 2001 was
$4,170, an increase of 53% from $2,722 in the second quarter of 2000.
Earnings for the second quarter of 2001 were greater than the second
quarter of 2000 primarily due to the inclusion in the second quarter
of 2000 results of non-recurring merger-related costs incurred in
conjunction with the proposed merger of SJW Corp. with American Water
Works Company Inc., which was terminated on March 1, 2001.
Operating Revenue
- -----------------
The change in consolidated operating revenue from the same period in
2000 was due to the following factors:
Three months ended Six months ended
June 30 2001 vs. 2000 June 30 2001 vs. 2000
Operating Revenue Increase/(decrease) Increase/(decrease)
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Utility:
Consumption $ 555 2% $ 500 1%
New Rates 2,649 8% 3,087 5%
New Customers 218 1% 445 1%
Parking & Rental (173) (1)% (106) -%
Crystal Choice 51 -% 82 -%
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$3,300 10% $4,008 7%
======================================================================
Operating Expenses
- ------------------
The change in consolidated operating expense, excluding income taxes,
from the same period in 2000 was due to the following:
Three months ended Six months ended
June 30 2001 vs. 2000 June 30 2001 vs. 2000
Operating Expense Increase/(decrease) Increase/(decrease)
- --------------------------------------------------------------------
Production costs:
Reduced surface water
supply $1,153 4% $1,586 3%
Usage and new customers 327 1% 552 1%
Pump tax and purchased
water price increase 835 3% 1,303 3%
Energy price increase 955 4% 1,068 2%
----- -- ----- --
Total Production costs 3,270 12% 4,509 9%
Operation and maintenance (1,795) (6)% (1,599) (3)%
Depreciation and
amortization 348 1% 685 2%
General taxes 73 - 163 -
- -------------------------------------------------------------------
$1,896 7% $3,758 8%
==================================================================
The increase in production costs was due primarily to reduced surface
water supply, the Santa Clara Valley Water District (SCVWD) production
cost (pump tax and purchased water) increases in July 2000 and the
energy provider's power cost increase in January and March of 2001.
Surface water supply is the least expensive source of water and the
availability of a higher surface water supply reduced water production
costs in the second quarter and six months ended June 30, 2000. San
Jose Water Company received a corresponding rate increase associated
with the SCVWD's production cost increase effective in July 2000.
The change in San Jose Water Company's source of supply mix was as
follows:
Three months ended Six months ended
2001 vs. 2000 2001 vs. 2000
Increase/(decrease) Increase/(decrease)
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(Million gallons)
Purchased water 254 2% 856 4%
Ground water 820 6% 663 3%
Surface water (1,006) (7) (1,413) (6)%
Reclaimed water 20 - 23 -
- -----------------------------------------------------------------
88 1% 129 1%
=================================================================
The changes in the source of supply mix were consistent with the
changes in the water production costs.
Increases in operation and maintenance expenses for the second quarter
of 2001 were more than offset by the reduction in the merger-related
costs incurred in the quarter ending June 30, 2000. Depreciation
expense increased due to growth in utility plant authorized by the
CPUC.
Income tax expense decreased $55 or 3% in comparison to the second
quarter of 2000. Year-to-date income tax expense decreased $603 over
the same six-month period of 2000. The effective income tax rate for
the second quarter of 2001 was 34% due to the tax benefits associated
with certain merger-related expenses.
Since the water business is highly seasonal in nature, a comparison of
the revenue and expense of the current quarter with the immediately
preceding quarter would not be meaningful. Average usage per metered
customer for the second quarter of 2001 increased 1% over the same
period in 2000 and year-to-date average usage per metered customer
increased 1% from the same six-month period in 2000.
Water Supply & Energy Resources
- -------------------------------
On August 2, 2001, Santa Clara Valley Water District's ten storage
reservoirs were 58% full with 97,468 acre feet of water, which is
average for the past 20 years. The rainfall in the winter of 2001
maintained an average surface water supply for San Jose Water Company.
Surface water is a less costly source of water and its availability
significantly impacts the results of operation.
California is currently going through an energy crisis due to supply
shortage. San Jose Water Company has evaluated its strategy and
contingency plans for potential energy blackouts in California during
the peak energy consumption period of the summer. The pumps and
motors at San Jose Water Company's groundwater production facilities
are propelled by electrical power. Over the last few years San Jose
Water Company has installed standby power generators at eighteen of
its strategic water production sites. Selected stations without
standby generators are equipped to operate with portable generating
equipment in the case of an emergency. In addition, the commercial
office and operations control centers are equipped with standby
generators that allow critical distribution and customer service
operations to continue during a power outage. The SCVWD informed San
Jose Water Company that its filter plants, which deliver imported
water to the San Jose Water Company's facilities, are also equipped
with standby generators. However, San Jose Water Company was also
informed that the State of California and the federal government, who
provide imported water to the SCVWD do not have standby generators at
their raw water stations.
San Jose Water Company is working diligently with its energy supplier
to clarify the status of the blackouts and assess their impact on its
ability to provide adequate supplies to its customers during peak
periods. In the event of a power outage, San Jose Water Company
believes it will be able to prevent an interruption of service to
customers for a limited period through pumping water with its standby
generators and through the imported water from SCVWD. However, if
imported water is unable to be delivered to the region to satisfy
local demand, San Jose Water Company will have to pump water at peak
and partial-peak periods which will increase San Jose Water Company's
energy costs. San Jose Water Company expects to be able to meet
customer demand under the normal rolling blackout scenario (2-4 hours
of rolling blackout within a 24-hour period). Extended blackouts on
consecutive days would increase the vulnerability of the system
depending on the duration and frequency of the outages.
Regulatory Affairs
- ------------------
On April 19, 2001, San Jose Water Company received a decision from the
California Public Utilities Commission regarding its request for a
general rate increase filed in February 2000. The decision granted
San Jose Water Company a revenue increase of $8.4 million or 7.4% for
2001, $3.6 million (2.9%) for 2002 and $3.9 million (3.1%) for 2003.
The authorized return on equity in the decision is 9.95% for the years
2001 through 2003. The authorized return on rate base is 9.10% for
2001, and 9.11% for 2002 and 2003.
On June 28, 2001, San Jose Water Company received CPUC approval for an
offset rate increase in the amount of $5.4 million, or 4.3%. This
rate increase offsets the July 1, 2001 increase in purchased water and
pump tax costs charged by the Santa Clara Valley Water District and
the higher costs of electric power resulting from the Pacific Gas and
Electric Company rate increases on January 4, 2001 and March 27, 2001.
An offset rate increase is a cost reimbursement and is not designed to
increase the earnings of the utility.
Pursuant to Section 792.5 of the California Public Utilities Code, a
balancing account is to be kept for all expense items for which
revenue offsets have been authorized. A separate balancing account
must be maintained for each offset expense item (e.g. purchased water,
purchased power and pump tax). The purpose of a balancing account is
to track the under-collection or over-collection associated with
expense changes and the revenue authorized by the CPUC to offset those
expense changes. At June 30, 2001, the balancing account, excluding
capitalized interest refunds due to customers, had a net over-
collected balance to be refunded of $254.
To the extent that San Jose Water Company has to pump water during
peak periods to satisfy customer demand when imported water is not
available, higher energy cost will be incurred. Currently, the CPUC
has no established procedure for water utilities to recover additional
costs incurred due to such unanticipated changes in supply mix.
PART II. OTHER INFORMATION
--------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
At the 2001 Annual Meeting of Shareholders of the Corporation held on
July 19, 2001, nine directors were re-elected to the Board of
Directors, and the appointment of KPMG LLP as independent auditors for
2001 was ratified by the following votes:
Name of Director In Favor Against
Mark L. Cali 2,778,584 18,990
J. Philip DiNapoli 2,746,184 51,390
Drew Gibson 2,775,848 21,726
Ronald R. James 2,772,101 25,473
George Moss 2,774,901 22,673
Roscoe Moss, Jr. 2,772,869 24,705
W. Richard Roth 2,721,189 76,375
Charles J. Toeniskoetter 2,774,848 22,726
J.W. Weinhardt 2,691,609 105,965
Ratification of appointment of independent auditors for 2001:
In Favor Against Abstaining
2,766,806 13,689 17,079
The amendment of the bylaw to add a director to the Board as set forth
in the Corporation's Proxy Statement for the 2001 Annual Meeting of
Shareholders held on July 19, 2001 was approved by the following
votes:
In Favor Against Abstaining Non-votes
2,262,569 60,758 19,343 494,904
Item 5. OTHER INFORMATION
-----------------
On July 19, 2001, the Board of Directors declared the regular
quarterly dividend of $.6525 per common share. The dividend will be
paid September 1, 2001 to shareholders of record as of the close of
business on August 1, 2001. At the same meeting, the Board of
directors appointed Frederick R. Ulrich to fill the newly created
tenth director position at SJW Corp.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a.) Exhibits required to be filed by Item 601 of Regulation S-K
There were no exhibits required to be filed by Item 601 of
Regulation S-K for the quarter ended June 30, 2001.
(b.) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
ended June 30, 2001.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Corporation has no derivative financial instruments, financial
instruments with significant off-balance sheet risks, or financial
instruments with concentrations of credit risk. There is no material
sensitivity to changes in market rates and prices.
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 thereunto duly authorized.
SJW Corp.
Date: August 7, 2001 By /s/ Angela Yip
-------------------
Angela Yip
Chief Financial Officer
and Treasurer
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