-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZcW7vPST28J7BUDm10H1vaIfL9kvp5R4PxdMJbyR3IDC03uizLHZk5nC5Oxp0+f jRRahD5lvQTpztnN9cu5vA== 0000950005-04-000770.txt : 20041028 0000950005-04-000770.hdr.sgml : 20041028 20041028161051 ACCESSION NUMBER: 0000950005-04-000770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA WATER SERVICE GROUP CENTRAL INDEX KEY: 0001035201 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770448994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13883 FILM NUMBER: 041102846 BUSINESS ADDRESS: STREET 1: 1720 N FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4083678200 MAIL ADDRESS: STREET 1: 1720 FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 8-K 1 p18961_8k.txt FORM 8-K 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): October 27, 2004 ------------------------------ CALIFORNIA WATER SERVICE GROUP (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1720 North First Street, San Jose, CA. 95112 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 1-408-367-8200 ----------------------------- 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 (see General Instruction A.2. below): [ ] 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 October 27, 2004, the registrant issued the press release attached to this report as Exhibit 99, which announces the results of operations for the third quarter of 2004. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The list of exhibits called for by this Item is incorporated by reference to the exhibit index to this report. SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALIFORNIA WATER SERVICE GROUP (Registrant) Date: October 28, 2004 By: /s/ Richard D. Nye --------------------------------------- Richard D. Nye Vice President, Chief Financial Officer and Treasurer Exhibit Index Exhibit No. Description - ----------- ----------- 99 Press release of the registrant dated October 27, 2004 which announces the results of operations for the third quarter of 2004. EX-99 2 p18961-ex99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 [CALIFORNIA WATER [CWT SERVICE GROUP LISTED LOGO] NYSE LOGO] NEWS RELEASE CALIFORNIA WATER SERVICE GROUP 1720 North First Street San Jose, CA 95112-4598 October 27, 2004 For Immediate Release Contact: Richard D. Nye (408) 367-8216 (analysts) Shannon Dean (310) 257-1435 (media) CAL WATER ANNOUNCES THIRD QUARTER 2004 RESULTS; BOARD DECLARES 240TH CONSECUTIVE QUARTERLY DIVIDEND - -------------------------------------------------------------------------------- SAN JOSE, CA - California Water Service Group (NYSE : CWT) today announced net income of $10.8 million and earnings of $0.59 per share for the third quarter of 2004, compared to net income of $8.6 million and earnings of $0.53 per share in the third quarter of 2003. Revenue for the third quarter increased $8.9 million, or 10%, to $97.1 million. Rate increases added $9.9 million to revenue, while sales to new customers added $1.3 million. Partially offsetting these higher revenues was a 3%, or $2.3 million, decrease in sales to existing customers compared to the same period last year. Total operating expenses for the third quarter increased 9%, or $6.9 million. Water production costs increased 3% due to rate increases by wholesale water suppliers. Other operations expenses increased by 14%. For the quarter, the Company experienced unexpected cost increases from higher claims for health benefits and workers' compensation. Both of these programs are basically self insured with stop loss insurance coverage for extraordinary claims. In addition, costs increases were incurred to comply with the Sarbanes Oxley (SOX) requirements on internal controls. SOX costs have increased more than originally estimated. Areas of cost increases that were in line with internal expectations were depreciation and property taxes due to capital investments, and higher income taxes driven by the higher taxable income. "Our third quarter results were good. Although we had some unexpected cost increases for health benefits and workers' compensation claims, net income increased 26% over last year," said President and Chief Executive Officer Peter C. Nelson. "Also, we are very pleased to announce that we have prevailed in our efforts to stop the City of Selma from taking over our Selma water system," Nelson said. At a public hearing on October 18, 2004, the Selma City Council voted unanimously to abandon efforts to acquire Cal Water's Selma system. Hundreds of customers made calls, signed petitions, wrote letters, and attended the public hearing to speak on the Company's behalf. The Company will also pay its 240th consecutive dividend. On October 27, 2004, Directors declared a dividend of $0.2825 on common stock. It is payable on November 19, 2004, to stockholders of record on November 8, 2004. The regular dividend on Series C preferred stock was also declared. Investors are invited to listen to the Company's analyst teleconference, which is scheduled for 4:00 p.m. EDT / 1:00 p.m. PDT on October 28, 2004. The call-in number is 1-866-244-4742 and the ID No. is 558049. A replay is available through January 26, 2005, by calling 1-888-266-2081 and entering pass code 558049. California Water Service Group is the parent company of California Water Service Company, Washington Water Service Company, New Mexico Water Service Company, Hawaii Water Service Company, Inc., and CWS Utility Services. Together these companies provide regulated and non-regulated water service to more than 2 million people in 100 California, Washington, New Mexico, and Hawaii communities. Group's common stock trades on the New York Stock Exchange under the symbol "CWT." This news release contains forward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995 ("Act"). The forward-looking statements are intended to qualify under provisions of the federal securities laws for "safe harbor" treatment established by the Act. Forward-looking statements are based on currently available information, expectations, estimates, assumptions and projections, and management's judgment about the Company, the water utility industry and general economic conditions. Such words as expects, intends, plans, believes, estimates, assumes, anticipates, projects, predicts, forecasts or variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of future performance. They are subject to uncertainty and changes in circumstances. Actual results may vary materially from what is contained in a forward-looking statement. Factors that may cause a result different than expected or anticipated include: governmental and regulatory commissions' decisions; changes in regulatory commissions' policies and procedures; the timeliness of regulatory commissions' actions concerning rate relief; new legislation; the ability to satisfy requirements related to the Sarbanes Oxley Act section 404 and other regulation on internal controls; electric power interruptions; increases in suppliers' prices and the availability of supplies including water and power; fluctuations in interest rates; changes in environmental compliance and water quality requirements; acquisitions and our ability to successfully integrate acquired companies; the ability to successfully implement business plans; changes in customer water use patterns; the impact of weather on water sales and operating results; access to sufficient capital on satisfactory terms; civil disturbances or terrorist threats or acts, or apprehension about the possible future occurrences of acts of this type; the involvement of the United States in war or other hostilities; restrictive covenants in or changes to the credit ratings on our current or future debt that could increase our financing costs or affect our ability to borrow, make payments on debt or pay dividends; and, other risks and unforeseen events. When considering forward-looking statements, you should keep in mind the cautionary statements included in this paragraph. The Company assumes no obligation to provide public updates of forward-looking statements. Additional information is available at our Web site at www.calwatergroup.com. Attachments (3). ###
CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATED BALANCE SHEET Unaudited (In thousands, except per share data) September 30, December 31, 2004 2003 ----------- ----------- ASSETS Utility plant: Utility plant $ 1,124,938 $ 1,078,975 Less accumulated depreciation and amortization 337,766 319,477 ----------- ----------- Net utility plant 787,172 759,498 ----------- ----------- Current assets: Cash and cash equivalents 31,322 2,856 Customer receivables 23,950 18,434 Other receivables 4,881 5,125 Unbilled revenue 12,906 8,522 Materials and supplies 3,276 2,957 Taxes and other prepaid expenses 5,458 5,609 ----------- ----------- Total current assets 81,793 43,503 ----------- ----------- Regulatory assets 55,398 53,326 Other assets 18,571 16,708 ----------- ----------- $ 942,934 $ 873,035 =========== =========== CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $.01 par value $ 183 $ 169 Additional paid-in capital 130,647 93,748 Retained earnings 158,333 150,908 Accumulated other comprehensive loss (301) (301) ----------- ----------- Total common stockholders' equity 288,862 244,524 Preferred stock 3,475 3,475 Long-term debt, less current maturities 271,895 272,226 ----------- ----------- Total capitalization 564,232 520,225 ----------- ----------- Current liabilities: Current maturities of long-term debt 857 904 Short-term borrowings -- 6,454 Accounts payable 26,779 23,776 Accrued expenses and other liabilities 37,373 32,430 ----------- ----------- Total current liabilities 65,009 63,564 Unamortized investment tax credits 2,925 2,925 Deferred income taxes 50,182 38,005 Regulatory and other liabilities 37,967 35,835 Advances for construction 129,008 121,952 Contributions in aid of construction 93,611 90,529 Commitments and contingencies -- -- ----------- ----------- $ 942,934 $ 873,035 =========== ===========
CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATED STATEMENT OF INCOME Unaudited (In thousands, except per share data) For the three months ended: September 30, September 30, 2004 2003 -------- -------- Operating revenue $ 97,104 $ 88,197 -------- -------- Operating expenses: Operations 62,456 58,398 Maintenance 3,640 3,172 Depreciation and amortization 6,518 5,830 Income taxes 7,050 5,587 Property and other taxes 2,942 2,691 -------- -------- Total operating expenses 82,606 75,678 -------- -------- Net operating income 14,498 12,519 -------- -------- Other income and expenses: Non-regulated income, net 650 623 Gain on sale of non-utility property 6 24 -------- -------- Total other income and expenses 656 647 -------- -------- Interest expense: Interest expense 4,615 4,879 Less capitalized interest 250 300 -------- -------- Total interest expense 4,365 4,579 -------- -------- Net income $10,789 $ 8,587 ======== ======== Earnings per share Basic $ 0.59 $ 0.53 ======== ======== Diluted $ 0.59 $ 0.53 ======== ======== Weighted average shares outstanding Basic 18,345 16,209 ======== ======== Diluted 18,360 16,222 ======== ======== Dividends per share of common stock $0.28250 $0.28125 ======== ========
CALIFORNIA WATER SERVICE GROUP CONDENSED CONSOLIDATED STATEMENT OF INCOME Unaudited (In thousands, except per share data) For the nine months ended: September 30, September 30, 2004 2003 -------- -------- Operating revenue $246,189 $207,502 -------- -------- Operating expenses: Operations 159,404 141,851 Maintenance 9,853 9,488 Depreciation and amortization 19,557 17,428 Income taxes 14,852 8,348 Property and other taxes 8,551 7,694 -------- -------- Total operating expenses 212,217 184,809 -------- -------- Net operating income 33,972 22,693 -------- -------- Other income and expenses: Non-regulated income, net 1,773 1,792 Gain on sale of non-utility property 7 1,535 -------- -------- Total other income and expenses 1,780 3,327 -------- -------- Interest expense: Interest expense 14,013 14,826 Less capitalized interest 550 1,210 -------- -------- Total interest expense 13,463 13,616 -------- -------- Net income $ 22,289 $ 12,404 ======== ======== Earnings per share Basic $ 1.27 $ 0.79 ======== ======== Diluted $ 1.27 $ 0.79 ======== ======== Weighted average shares outstanding Basic 17,418 15,528 ======== ======== Diluted 17,433 15,539 ======== ======== Dividends per share of common stock $0.84750 $0.84375 ======== ========
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