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 29, 2004
-----------------
SJW Corp.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
-----------------------------------------------------------------
California 1-8966 77-0066628
-----------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95196
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (408) 279-7800
-----------------------
Not Applicable
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On April 29, 2004, SJW Corp.'s Board of Directors announced
a Stock Repurchase Program to repurchase up to 100,000 shares of
its outstanding common stock over the next thirty-six months. A
copy of the press release announcing the stock split is attached
as Exhibit 99.1 hereto and incorporated into this Form 8-K by
reference.
Item 12. Results of Operations and Financial Condition.
On April 29, 2004, SJW Corp. announced its financial results
for the first quarter ended March 31, 2004. A copy of the press
release announcing these financial results is attached as Exhibit
99.2 hereto and incorporated into this Form 8-k by reference.
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.
-----------------------------
May 3, 2004 /s/ Angela Yip
--------------------- -----------------------------
Angela Yip,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit
Number Description of Document
-------- ------------------------
99.1 Press Release issued by SJW Corp., dated April 29, 2004,
announced a Stock Repurchase Program to repurchase up to
100,000 shares of its outstanding common stock over the
next thirty-six months.
99.2 Press Release issued by SJW Corp., dated April 29, 2004,
announced 1st Quarter of 2004 Financial Results.
PRESS RELEASE EXHIBIT 99.1
Wire Release - National Circuit
For Release at 5:00 P.M. (Pacific Time)
Page 1 of 1
April 29, 2004 Richard Balocco (408) 279-7933
San Jose, California V.P. Corporate Communication
SJW CORP. ANNOUNCES
STOCK REPURCHASE PROGRAM
SAN JOSE, CA, April 29, 2004 - SJW Corp. (AMEX:SJW) announced
today that its board of directors authorized a stock repurchase
program to repurchase up to 100,000 shares of its outstanding common
stock over the next thirty-six months. Repurchases under the stock
repurchase program may be made, from time to time, in the open market
or in private transactions. Depending on market conditions and other
factors, these repurchases may be commenced or suspended at any time
or from time to time without prior notice.
SJW Corp. is a publicly traded holding company headquartered
in San Jose, California. SJW Corp., through its subsidiary San
Jose Water Company, provides water services to a population of
approximately one million people in the City of San Jose and
nearby communities.
This press release may contain certain forward-looking statements
within the definition under the U.S. Private Securities Litigation
Reform Act of 1995, including but not limited to statements relating
to SJW Corp.'s plans, strategies, objectives, expectations and
intentions. 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.
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.
PRESS RELEASE EXHIBIT 99.2
Wire Release - National Circuit
For Release at 5:00 P.M. (Pacific Time)
Page 1 of 3
April 29, 2004 Richard Balocco (408) 279-7933
San Jose, California V.P. Corporate Communication
SJW CORP. (AMEX: SJW) ANNOUNCES FIRST QUARTER
FINANCIAL RESULTS
SAN JOSE, CA, April 29, 2004 - SJW Corp. (AMEX:SJW) basic
earnings per common share for the quarter ended March 31, 2004 were
$0.19, compared to $0.58 for the same quarter in 2003. 2003 first
quarter earnings include an after-tax gain of $3,030,000, or $0.33 per
share, on the sale of a non-utility property.
Operating revenue for the first quarter was $31,063,000 versus
$27,971,000 for the same period in 2003, representing an increase of
$3,092,000 or 11%. Approximately $2,669,000 of the total revenue
increase was primarily attributable to cumulative rate increases of 7%
and higher customer demand of 6% as a result of warmer temperatures in
March 2004.
Total water production costs for the first quarter of 2004
consisting of purchased water, power and pump taxes, increased
$1,593,000, or 18% from the first quarter of 2003. The increase was
primarily attributable (1) to increased water production costs of
$693,000 due to increases in the cost of purchased water and pump
taxes, (2) reduced surface water availability of $366,000 and (3)
higher customer demand of $534,000.
Total quarterly operating expenses for the first quarter of 2004,
excluding water production costs and income taxes, increased
$1,751,000 or 13% from 2003. The increases consisted principally of:
$673,000 in salaries and related costs, $126,000 in pension costs
primarily as a result of the enhancement of pension plan benefits,
$653,000 in depreciation expense on added utility plant and $299,000
in other costs. Income tax expense for the first quarter of 2004 was
lower than the same period of 2003 due to lower earnings.
For the three months ended March 31, 2004, other comprehensive
income included $578,000 due to an increase in the market value of the
investment in California Water Service Group.
The Directors of SJW Corp. today declared a quarterly dividend on
common stock of $0.255 per share. The dividend is payable on June 1,
2004 to shareholders of record on May 12, 2004.
SJW Corp. is a publicly traded holding company headquartered in
San Jose, California. SJW Corp., through its subsidiary San Jose
Water Company, provides water service to a population of approximately
one million people in San Jose and nearby communities.
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. 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
(Unaudited)
(thousands of dollars, except share data)
Three Months Twelve Months
Ended March 31 Ended March 31
2004 2003 2004 2003
----------------- ------------------
Operating revenue $31,063 27,971 $153,546 146,446
Operating expense:
Operation:
Purchased Water 6,510 6,047 37,170 38,589
Power 814 737 5,373 6,202
Pump Tax 3,121 2,068 18,983 17,400
Other 7,559 6,856 29,433 26,429
Maintenance 2,108 1,773 8,060 7,647
Property taxes and other
Nonincome taxes 1,329 1,269 5,125 4,557
Depreciation and
amortization 4,393 3,740 15,877 14,247
Income taxes 1,244 1,419 10,349 9,975
-------------------------------------
Total operating expense 27,078 23,909 130,370 125,046
-------------------------------------
Operating income 3,985 4,062 23,176 21,400
Other income (expense):
Gain on sale of non-utility
property, net - 3,030 - 3,030
Long-term debt interest
and other, net (2,211) (1,810) (8,008) (6,665)
-------------------------------------
Net income $ 1,774 5,282 $ 15,168 17,765
=====================================
Other comprehensive
income (loss), net 578 1,363 1,249 (222)
-------------------------------------
Comprehensive income $ 2,352 6,645 $ 16,417 17,543
=====================================
Earnings per share
- Basic $ 0.19 0.58 $ 1.66 1.94
- Diluted $ 0.19 0.58 $ 1.66 1.94
Comprehensive income
per share
- Basic $ 0.26 0.73 $ 1.80 1.92
- Diluted $ 0.26 0.73 $ 1.79 1.92
Dividends per share $ 0.25 0.24 $ 0.98 0.93
Weighted average
Shares outstanding
- Basic 9,135,441 9,135,441 9,135,441 9,135,441
- Diluted 9,187,890 9,135,441 9,161,588 9,135,441
SJW Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
(thousands of dollars)
March 31 December 31
2004 2003
ASSETS -------- --------
Utility Plant $595,348 $583,709
Less accumulated depreciation and amortization 179,697 174,985
-------- --------
Net utility plant 415,651 408,724
Nonutility property, net 32,709 32,569
Current assets:
Cash and equivalents 10,030 10,278
Accounts receivable and accrued utility revenue 15,243 15,043
Prepaid expenses and other 1,802 2,019
-------- ---------
Total current assets 27,075 27,340
Other assets:
Investment in California Water Service Group 31,118 30,139
Regulatory assets 8,065 7,976
Other 9,049 9,496
-------- -------
$523,667 $516,244
======== ========
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital $ 23,197 $ 22,891
Retained earnings 137,503 138,058
Accumulated other comprehensive income 5,996 5,419
-------- -------
Shareholders' equity 166,696 166,368
Long-term debt 143,935 143,947
-------- -------
Total capitalization 310,631 310,315
Current Liabilities:
Line of credit - -
Accounts payable 10,834 5,441
Other current liabilities 8,779 9,635
-------- -------
Total current liabilities 19,613 15,076
Deferred income taxes and credits 39,733 38,207
Advances for and contributions in aid of construction 141,450 141,122
Other noncurrent liabilities 12,240 11,524
-------- -------
$523,667 $516,244
======== ========