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) January 29, 2004
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SJW Corp.
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(Exact name of registrant as specified in its charter)
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California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95196
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (408) 279-7800
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On January 29, 2004, SJW Corp.'s Board of Directors
announced the increase of its common stock dividend and a three-
for-one stock split on SJW Corp. common stock. A copy of the
press release announcing the stock split is attached as Exhibit
99.1 hereto and incorporated into this Form 8K by reference.
Item 12. Results of Operations and Financial Condition.
On January 29, 2004, SJW Corp. announced its financial
results for the fourth quarter ended December 31, 2003. 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.
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February 2, 2004 /s/ Angela Yip
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Angela Yip,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp., dated January 29, 2004,
announced SJW Corp. increased its common stock dividend
and announced three-for-one common stock split
99.2 Press Release issued by SJW Corp., dated January 29, 2004,
announced 4th Quarter and Record 2003 Financial Results.
PRESS RELEASE EXHIBIT 99.1
Wire Release - National Circuit
For Release at 5:00 P.M. (Pacific Time)
Page 1 of 1
January 29, 2004 Richard Balocco (408) 279-7933
San Jose, California V.P. Corporate Communication
SJW CORP. (AMEX: SJW) INCREASES
ITS COMMON STOCK DIVIDEND AND ANNOUNCES
THREE-FOR-ONE COMMON STOCK SPLIT
SAN JOSE, CA, January 29, 2004 - SJW Corp. (AMEX:SJW)
announced that its Board of Directors at its meeting today
approved a $0.15 per share increase in the annual dividend to
$3.06 per share. A quarterly dividend of $0.765 per share is
payable on March 1, 2004 to shareholders of record on February 9,
2004.
Additionally, SJW Corp.'s Board of Directors has approved in
its meeting today a three-for-one split on SJW Corp. common
stock. As a result of the stock split, shareholders of record on
February 10, 2004 will receive two additional common shares for
every share held on that date. The additional shares will be
mailed or delivered on or about March 1, 2004 by the company's
transfer agent, Equiserve. Upon completion of the split, the
number of common shares outstanding will be approximately
9,135,000. The dividend payment announced above did not reflect
the three-for-one stock split.
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 the City of 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.
PRESS RELEASE EXHIBIT 99.2
Wire Release - National Circuit
For Release at 5:30 P.M. (Pacific Time)
Page 1 of 4
January 29, 2004 Richard Balocco (408) 279-7933
San Jose, California V.P. Corporate Communication
SJW CORP. (AMEX: SJW) ANNOUNCES FOURTH
QUARTER AND RECORD 2003 FINANCIAL RESULTS
SAN JOSE, CA, January 29, 2004 - SJW Corp. (AMEX:SJW)
announced record earnings for the year ended December 31, 2003 of
$18.7 million compared to $14.2 million for the same period in
2002. The increase was due primarily to the sale of a non-
utility property and earnings from its utility operation.
Fourth Quarter 2003
SJW Corp.'s basic earnings per common share for the quarter
ended December 31, 2003, adjusted for the three-for-one common
stock split announced by the SJW Corp. earlier today, were $0.33
per share compared to $0.30 per share, as adjusted, for the same
quarter in 2002.
Customer demand in the fourth quarter of 2003 was lower than
the same period in 2002 by approximately 4%. Operating revenue
for the fourth quarter of 2003 was $34,639,000 versus $33,085,000
for the same period in 2002, representing an increase of
$1,554,000 or 5%. Approximately $1,226,000 of the total revenue
increase was primarily attributable to cumulative rate increases
of 8% in its utility operation.
Total water production costs for the fourth quarter of 2003
consisting of purchased water, power and pump taxes, decreased
$291,000, or 2% from the fourth quarter of 2002. The decrease
was primarily attributable to reduced water production costs of
$494,000 due to lower customer demand and $856,000 due to greater
availability of less costly surface water, partially offset by
the increases in the cost of purchased water and pump tax of
$1,059,000. Total quarterly operating expenses for the fourth
quarter of 2003, excluding water production costs and income
taxes, increased $1,038,000 or 8% from 2002. SJW Corp.
experienced increases principally of: $446,000 in salaries and
related costs, $283,000 in pension costs primarily as a result of
the decline in market value of retirement trust assets, and
$323,000 in depreciation expense primarily on added utility
plant. Income tax expense for the fourth quarter of 2003 was
higher in comparison to the same period of 2002 due to higher
earnings in 2003.
Year ended December 31, 2003
Earnings per common share for the year ended December 31,
2003, as adjusted for the three-for-one common stock split, were
$2.04 compared to $1.56, as adjusted, for the year ended 2002.
The increase in year-to-date earnings was mainly due to the sale
of a non-utility property in the first quarter of 2003, which
resulted in an after-tax gain of $3,030,000, or $0.33 per share
as adjusted.
Operating revenue for the year ended December 31, 2003 was
$149,732,000 versus $145,652,000 for 2002. The increase of
$4,080,000 in operating revenue was mainly due to the above-
mentioned cumulative rate increases in its utility operation.
Total water production costs for 2003 decreased $4,048,000,
or 6% from 2002 primarily due to reduced water production costs
of $3,742,000 as a result of lower customer demand and $3,879,000
due to greater availability of less costly surface water,
partially offset by the increases in the cost of purchased water,
and pump tax of $3,573,000. Year-to-date operating expenses,
excluding water production costs and income taxes, increased
$4,861,000 from 2002. The increases consisted principally of:
$1,326,000 in salaries and related costs, $1,131,000 in pension
costs for reasons explained above, $1,212,000 in depreciation
expense on added utility plant, $645,000 in taxes other than
income taxes and $980,000 in insurance related costs. Income tax
expense for 2003 was higher in comparison to 2002 due to higher
earnings in 2003.
For the twelve months ended December 31, 2003, the changes
in other comprehensive income included an adjustment of
$2,434,000 on an increase in the market value of investment in
California Water Service Group, offset by an increase of $399,000
in comprehensive loss associated with the minimum pension
liability of the pension plans.
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 the City of 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 December 31 Ended December 31
2003 2002 2003 2002
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Operating revenue $34,639 33,085 $149,732 145,652
Operating expense:
Operation:
Purchased Water 8,417 9,054 36,708 38,228
Power 1,036 1,309 5,296 6,805
Pump Tax 4,164 3,545 17,931 18,950
Other 7,091 6,333 28,306 25,154
Maintenance 1,979 2,055 7,724 7,866
Property taxes and other
Nonincome taxes 1,261 1,228 5,065 4,420
Depreciation and
amortization 3,829 3,506 15,225 14,013
Income taxes 2,027 1,986 10,523 9,658
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Total operating expense 29,804 29,016 126,778 125,094
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Operating income 4,835 4,069 22,954 20,558
Other income (expense):
Gain on sale of non-utility
property, net of tax - - 3,030 -
Long-term debt interest
and other, net (1,833) (1,353) (7,307) (6,326)
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Net income $ 3,002 2,716 $ 18,677 14,232
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Other comprehensive
income (loss), net 632 (1,539) 2,035 (1,682)
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Comprehensive income $ 3,634 1,177 $ 20,712 12,550
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Earnings per share
- Basic $ 0.33 0.30 $ 2.04 1.56
- Diluted $ 0.33 0.30 $ 2.04 1.56
Comprehensive income
per share
- Basic $ 0.40 0.13 $ 2.27 1.37
- Diluted $ 0.40 0.13 $ 2.26 1.37
Dividends per share $ 0.24 0.23 $ 0.97 0.92
Weighted average
Shares outstanding
- Basic 9,135,441 9,135,441 9,135,441 9,135,441
- Diluted 9,170,187 9,135,441 9,148,476 9,135,441
Per share/share information presented reflect a three-for-one stock split
announced by SJW Corp.'s Board of Directors on 1/29/04.
SJW Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
(thousands of dollars)
Dec 31 Dec 31
2003 2002
ASSETS -------- --------
Utility Plant $583,709 $541,919
Less accumulated depreciation and amortization 174,985 161,576
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Net utility plant 408,724 380,343
Nonutility property, net 27,629 10,487
Current assets:
Cash and equivalents 10,036 324
Accounts receivable and accrued utility revenue 15,043 16,721
Prepaid expenses and other 2,019 1,654
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Total current assets 27,098 18,699
Other assets:
Investment in California Water Service Group 30,139 26,014
Investment in joint venture 1,110 1,144
Regulatory assets 7,976 6,013
Other 9,041 10,523
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$511,717 $453,223
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CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital $ 22,891 $ 21,873
Retained earnings 138,058 128,242
Accumulated other comprehensive income 5,419 3,384
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Shareholders' equity 166,368 153,499
Long-term debt 139,614 110,000
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Total capitalization 305,982 263,499
Current Liabilities:
Line of credit - 11,450
Accounts payable 5,441 3,525
Other current liabilities 9,635 8,625
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Total current liabilities 15,076 23,600
Deferred income taxes and credits 38,207 29,704
Advances for and contributions in aid of construction 141,122 126,714
Other noncurrent liabilities 11,330 9,706
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$511,717 $453,223
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