form8k04-25-2012 (1)
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 25, 2012
SJW Corp.
(Exact name of registrant as specified in its charter)
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California | | 1-8966 | | 77-0066628 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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110 W. Taylor Street, San Jose, California | | 95110 |
(Address of principal executive offices) | | (Zip Code) |
(408) 279-7800
Registrant’s telephone number, including area code
Not Applicable
(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))
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Item 2.02 | Results of Operations and Financial Condition. |
On April 25, 2012, SJW Corp. (the “Company”) announced its financial results for the quarter ended March 31, 2012. A copy of the press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2012 Annual Meeting of Shareholders of SJW Corp. held on April 25, 2012, (i) the eight individuals listed below were elected to the Board of Directors, and (ii) the appointment of KPMG LLP as the independent registered public accounting firm for 2012 was ratified, each by the votes set forth below:
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Proposal 1: | Election of Directors: |
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Name of Director | In Favor | Withheld | Broker Non-Votes |
Katharine Armstrong | 10,667,526 |
| 2,562,884 |
| 3,091,406 |
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Walter J. Bishop | 13,057,009 |
| 173,401 |
| 3,091,406 |
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Mark L. Cali | 10,686,727 |
| 2,543,683 |
| 3,091,406 |
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Douglas R. King | 10,685,913 |
| 2,544,497 |
| 3,091,406 |
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Ronald B. Moskovitz | 13,070,656 |
| 159,754 |
| 3,091,406 |
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George E. Moss | 13,046,304 |
| 184,106 |
| 3,091,406 |
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W. Richard Roth | 12,939,525 |
| 290,885 |
| 3,091,406 |
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Robert A. Van Valer | 13,070,030 |
| 160,380 |
| 3,091,406 |
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Proposal 2: | Ratification of Appointment of Independent Registered Public Accounting Firm: |
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In Favor | Against | Abstain | Broker Non-Votes |
16,168,717 | 124,056 | 29,043 | 0 |
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Item 9.01: | Financial Statements and Exhibits.
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(d) | Exhibits |
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Exhibit Number | Description of Document |
99.1 | Press Release issued by SJW Corp., dated April 25, 2012 Announcing the 2012 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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Date: April 25, 2012 | /s/ James P. Lynch_________________________ |
| James P. Lynch, Chief Financial Officer and Treasurer |
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Exhibit Number | Description of Document |
99.1 | Press Release issued by SJW Corp., dated April 25, 2012 Announcing the 2012 First Quarter Financial Results. |
EXHIBIT 99.1
SJW CORP. ANNOUNCES
FIRST QUARTER FINANCIAL RESULTS
Board Declares Quarterly Dividend on Common Stock
SAN JOSE, CA, April 25, 2012 – SJW Corp. (NYSE: SJW) today reported financial results for the first quarter ended March 31, 2012. Operating revenue was $51.2 million in the quarter compared to $43.7 million in 2011. The $7.5 million increase in revenue reflects higher customer water usage of $4.7 million, cumulative rate increases of $2.5 million and $178,000 from new customers compared to a year ago. In addition, the Company earned $144,000 in higher revenue from real estate operations.
Net income was $1.1 million and diluted earnings per common share were $0.06, compared to $610,000 and $0.03 per share, respectively, in the first quarter of 2011.
Water production costs for the quarter ended March 31, 2012 were $20.1 million compared to $15.5 million in 2011, an increase of $4.6 million. The increase in water production costs is primarily attributable to $2.3 million in higher customer water usage, $1.3 million in higher per unit costs for purchased water and groundwater extraction charges and $1.0 million in higher costs due to a decrease in available surface water supply.
Operating expenses, excluding water production costs, for the first quarter were $24.3 million compared to $22.6 million in 2011. The increase of $1.7 million reflects an additional $912,000 in administrative and general expenses, $514,000 of depreciation expense, and $348,000 in taxes other than income tax, partially offset by a decrease of $59,000 in maintenance expenses. Income tax expense for the first quarter increased to $799,000 in 2012 from $433,000 in 2011 as a result of higher pre-tax income.
The Directors of SJW Corp. today declared a quarterly dividend on common stock of $0.1775 per share. The dividend is payable on June 1, 2012 to shareholders of record on May 7, 2012.
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., Texas Water Alliance Limited, 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 real estate investments.
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 and other factors. 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.
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SJW Corp. |
Condensed Consolidated Statements of Comprehensive Income |
(Unaudited) |
(in thousands, except per share data) |
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| THREE MONTHS ENDED |
| MARCH 31, |
| 2012 |
| 2011 |
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OPERATING REVENUE | $ | 51,149 |
| 43,696 |
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OPERATING EXPENSE: | | |
Production Costs: | | |
Purchased water | 13,577 |
| 7,416 |
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Power | 865 |
| 1,014 |
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Groundwater extraction charge | 2,946 |
| 4,508 |
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Other production costs | 2,756 |
| 2,592 |
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Total production costs | 20,144 |
| 15,530 |
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Administrative and general | 10,548 |
| 9,636 |
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Maintenance | 2,989 |
| 3,048 |
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Taxes other than income | 2,435 |
| 2,087 |
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Depreciation and amortization | 8,308 |
| 7,794 |
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Total operating expense | 44,424 |
| 38,095 |
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OPERATING INCOME | 6,725 |
| 5,601 |
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Interest on long-term debt and other | (4,817 | ) | (4,558 | ) |
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Income before income taxes | $ | 1,908 |
| 1,043 |
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Provision for income taxes | 799 |
| 433 |
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NET INCOME | $ | 1,109 |
| 610 |
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Other comprehensive loss, net | (11 | ) | (11 | ) |
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COMPREHENSIVE INCOME | $ | 1,098 |
| 599 |
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Earnings per share | | |
-Basic | $ | 0.06 |
| 0.03 |
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-Diluted | $ | 0.06 |
| 0.03 |
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Dividend per share | $ | 0.18 |
| 0.17 |
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Weighted average shares outstanding | | |
-Basic | 18,612 |
| 18,570 |
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-Diluted | 18,821 |
| 18,775 |
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SJW Corp. |
Condensed Consolidated Balance Sheets |
(Unaudited) |
(in thousands) |
| March 31, |
| December 31, |
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ASSETS | 2012 |
| 2011 |
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UTILITY PLANT: | | |
Land | $ | 8,893 |
| 8,852 |
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Depreciable plant and equipment | 1,085,972 |
| 1,070,016 |
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Construction in progress | 24,177 |
| 18,527 |
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Intangible assets | 15,549 |
| 14,732 |
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Total utility plant | 1,134,591 |
| 1,112,127 |
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Less accumulated depreciation and amortization | 364,526 |
| 355,914 |
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Net utility plant | 770,065 |
| 756,213 |
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REAL ESTATE INVESTMENT: | 89,099 |
| 89,099 |
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Less accumulated depreciation and amortization | 10,991 |
| 10,557 |
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Net real estate investment | 78,108 |
| 78,542 |
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CURRENT ASSETS: | | |
Cash and equivalents | 19,261 |
| 26,734 |
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Accounts receivable and accrued unbilled utility revenue | 32,763 |
| 33,853 |
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Prepaid expenses and other | 7,346 |
| 8,328 |
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Total current assets | 59,370 |
| 68,915 |
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OTHER ASSETS: | | |
Investment in California Water Service Group | 7,013 |
| 7,032 |
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Debt issuance costs, net of accumulated amortization | 4,778 |
| 4,865 |
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Regulatory assets, net | 119,248 |
| 119,248 |
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Other | 3,862 |
| 3,995 |
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| 134,901 |
| 135,140 |
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| $ | 1,042,444 |
| 1,038,810 |
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CAPITALIZATION AND LIABILITIES | | |
CAPITALIZATION: | | |
Common stock | $ | 9,698 |
| 9,684 |
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Additional paid-in capital | 24,992 |
| 24,552 |
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Retained earnings | 225,264 |
| 227,494 |
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Accumulated other comprehensive income | 2,263 |
| 2,274 |
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Total shareholders’ equity | 262,217 |
| 264,004 |
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Long-term debt, less current portion | 343,617 |
| 343,848 |
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Total capitalization | 605,834 |
| 607,852 |
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CURRENT LIABILITIES: | | |
Current portion of long-term debt | 828 |
| 838 |
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Accrued groundwater extraction charge, | | |
purchased water and purchased power | 5,634 |
| 6,212 |
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Accounts payable | 10,798 |
| 7,417 |
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Accrued interest | 5,540 |
| 5,376 |
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Other current liabilities | 9,170 |
| 8,445 |
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Total current liabilities | 31,970 |
| 28,288 |
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DEFERRED INCOME TAXES AND CREDITS | 135,300 |
| 135,036 |
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ADVANCES FOR CONSTRUCTION AND | | |
CONTRIBUTIONS IN AID OF CONSTRUCTION | 190,503 |
| 190,668 |
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POSTRETIREMENT BENEFIT PLANS | 70,337 |
| 68,855 |
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OTHER NONCURRENT LIABILITIES | 8,500 |
| 8,111 |
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| $ | 1,042,444 |
| 1,038,810 |
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