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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 28, 2010
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 W. Taylor Street, San Jose, California 95110
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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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On April 28, 2010, SJW Corp. (the "Company") announced its financial
results for the quarter ended March 31, 2010. A copy of the press
release announcing these financial results is attached hereto as
Exhibit 99.1 and incorporated into this Form 8-K by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2010 Annual Meeting of Shareholders of SJW Corp. held on April
28, 2010, the nine individuals listed below were elected to the Board
of Directors and the appointment of KPMG LLP as the independent
registered public accounting firm for 2010 was ratified by the
following votes:
Proposal 1: Election of Directors:
Broker
Name of Director In Favor Withheld Non-Votes
- ---------------- ---------- -------- ---------
Katharine Armstrong 12,012,592 235,266 4,931,633
Mark L. Cali 11,996,942 250,916 4,931,633
J. Philip DiNapoli 10,898,218 1,349,640 4,931,633
Douglas R. King 10,914,921 1,332,937 4,931,633
Norman Y. Mineta 11,992,085 255,773 4,931,633
George E. Moss 12,007,502 240,356 4,931,633
W. Richard Roth 12,004,857 243,001 4,931,633
Charles J. Toeniskoetter 11,371,664 876,194 4,931,633
Robert A. Van Valer 12,010,955 236,903 4,931,633
Proposal 2: Ratification of Appointment of Independent Registered
Public Accounting Firm:
Broker
In Favor Against Abstain Non-Votes
-------- ------- ------- ---------
16,770,697 219,716 189,078 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp., dated April 28, 2010
Announcing the 2010 First Quarter Financial Results
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.
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April 28, 2010 /s/ David A. Green
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David A. Green, Chief Financial
Officer and Treasurer
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp., dated April 28, 2010
Announcing the 2010 First Quarter Financial Results
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Exhibit 99.1
SJW CORP. ANNOUNCES
FIRST QUARTER FINANCIAL RESULTS
Board Declares Quarterly Dividend on Common Stock
SAN JOSE, CA, April 28, 2010 - SJW Corp. (NYSE: SJW) today reported
financial results for the first quarter ended March 31, 2010. Operating
revenue was $40.4 million in the quarter compared to $40.0 million in 2009.
The $0.4 million increase in revenue primarily reflects an increase of $1.6
million in cumulative rate increases. The revenue increase was partially
offset by a decline in customer water usage of $0.7 million as well as $0.5
million lower revenue from real estate operations.
Net income was $985,000 and diluted earnings per common share were $0.05,
compared to $116,000 and $0.01 per share, respectively, in the first quarter
of 2009.
Water production cost for the quarter ended March 31, 2010 was $12.0
million compared to $13.6 million in 2009, a decrease of $1.6 million. The
decline in water production cost is primarily attributable to $1.3 million in
savings due to greater surface water supply and $0.8 million in lower customer
water usage, offset by $0.5 million in a higher unit cost for energy.
Operating expenses, excluding water production costs and income taxes,
for the first quarter were $23.1 million compared to $22.9 million in 2009.
The increase of $0.2 million was due to an increase of $0.6 million in
depreciation expense and $0.5 million in other expenses. These increases were
partially offset by a $0.6 million decrease in taxes other than income tax and
$0.3 million decrease in maintenance expenses and administrative and general
expenses. Income tax expense for the first quarter increased to $682,000 in
2010 from $101,000 in 2009 as a result of higher pre-tax income.
The Directors of SJW Corp. today declared a quarterly dividend on common
stock of $0.17 per share. The dividend is payable on June 1, 2010 to
shareholders of record on May 10, 2010.
SJW Corp. is a publicly traded holding company headquartered in San Jose,
California. SJW Corp. is the parent company of San Jose Water Company, SJWTX,
Inc. and SJW Land Company. Together, San Jose Water Company and SJWTX, Inc.
provide regulated and nonregulated water service to more than one million
people in San Jose, California and nearby communities and in Canyon Lake,
Texas and nearby communities. SJW Land Company owns and operates commercial
buildings, has a majority interest in a real estate partnership, and owns
properties in the states of California, Florida, Connecticut, Texas, Arizona
and Tennessee.
This press release may contain certain forward-looking statements
including but not limited to statements relating to SJW Corp.'s plans,
strategies, objectives, expectations and intentions, which are made pursuant
to the safe harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of SJW Corp. to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. The results for a quarter are not indicative of
results for a full year due to seasonality. Certain factors that may cause
actual results, performance or achievements to materially differ are described
in SJW Corp.'s most recent reports on Form 10-K, Form 10-Q and Form 8-K filed
with the Securities and Exchange Commission. SJW Corp. undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
SJW Corp.
Condensed Consolidated Statements of Income and Comprehensive Income (Loss)
(Unaudited)
(in thousands, except per share data)
THREE MONTHS ENDED
MARCH 31
2010 2009
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OPERATING REVENUE $40,411 40,021
OPERATING EXPENSE:
Operation:
Purchased water 5,819 7,789
Power 1,144 760
Groundwater extraction charge 4,995 5,052
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Total production costs 11,958 13,601
Administrative and general 7,058 7,130
Other 4,468 3,977
Maintenance 2,776 2,916
Taxes other than income 1,703 2,290
Depreciation and amortization 7,111 6,551
Income taxes 682 101
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Total operating expense 35,756 36,566
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OPERATING INCOME 4,655 3,455
Interest on long-term debt
and other (3,670) (3,339)
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NET INCOME $ 985 116
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Other comprehensive income
(loss), net 513 (2,966)
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COMPREHENSIVE INCOME (LOSS) $ 1,498 (2,850)
======== ========
Earnings per share
-Basic $ 0.05 0.01
-Diluted $ 0.05 0.01
Dividend per share $ 0.17 0.16
Weighted average shares outstanding
- Basic 18,519 18,470
- Diluted 18,721 18,658
SJW Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
March 31 December 31
2010 2009
-----------------------
ASSETS
UTILITY PLANT:
Land $ 8,558 8,558
Depreciable plant and equipment 923,972 913,071
Construction in progress 20,105 11,119
Intangible assets 11,549 11,278
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Total utility plant 964,184 944,026
Less accumulated depreciation and amortization 305,763 298,921
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Net utility plant 658,421 645,105
REAL ESTATE INVESTMENT: 88,000 88,000
Less accumulated depreciation and amortization 7,608 7,188
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Net real estate investment 80,392 80,812
CURRENT ASSETS:
Cash and equivalents 1,800 1,416
Accounts receivable and accrued unbilled
utility revenue 21,799 24,004
Prepaid expenses and other 2,289 2,590
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Total current assets 25,888 28,010
OTHER ASSETS:
Investment in California Water Service Group 41,369 40,500
Debt issuance costs, net of accumulated
amortization 3,049 3,098
Regulatory assets 78,760 78,525
Other 2,783 2,424
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125,961 124,547
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$890,662 878,474
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CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock $ 9,650 9,635
Additional paid-in capital 22,464 22,046
Retained earnings 205,693 207,888
Accumulated other comprehensive income 13,699 13,187
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Total shareholders' equity 251,506 252,756
Long-term debt, less current portion 246,575 246,879
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Total capitalization 498,081 499,635
CURRENT LIABILITIES:
Line of credit 14,350 5,800
Current portion of long-term debt 1,116 1,081
Accrued groundwater extraction charge and
purchased water 3,808 4,496
Purchased power 626 486
Accounts payable 10,595 6,562
Accrued interest 4,007 4,979
Other current liabilities 8,465 8,554
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Total current liabilities 42,967 31,958
DEFERRED INCOME TAXES AND CREDITS 103,297 102,381
ADVANCES FOR CONSTRUCTION AND CONTRIBUTIONS
IN AID OF CONSTRUCTION 190,788 190,506
POSTRETIREMENT BENEFIT PLANS 48,888 47,484
OTHER NONCURRENT LIABILITIES 6,641 6,510
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$890,662 878,474
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