-----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, Sg0UvkzvetmmnsVOWPUDDq50PTACw9DZCF9NmuL9JpKvkBJ2+cUz6dMdusyS9Osl WVs44SIEq7fX0fbFlU8Erg== 0001157523-03-001860.txt : 20030513 0001157523-03-001860.hdr.sgml : 20030513 20030513134930 ACCESSION NUMBER: 0001157523-03-001860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030513 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST WATER CO CENTRAL INDEX KEY: 0000092472 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 951840947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 03694900 BUSINESS ADDRESS: STREET 1: 225 N BARRANCA AVE STREET 2: STE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 BUSINESS PHONE: 6269151551 MAIL ADDRESS: STREET 1: 225 N BARRANCA AVENUE STREET 2: SUITE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 8-K 1 a4395801.txt SOUTHWEST WATER COMPANY 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 May 13, 2003 Date of Report (Date of earliest event reported) --------------------- SOUTHWEST WATER COMPANY (Exact name of registrant as specified in its charter) Delaware 0-8176 95-1840947 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 225 North Barranca Avenue 91791 Suite 200 (Zip Code) West Covina, California (Address of principal executive offices) (626) 915-1551 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Item 9. Regulation FD Disclosure On May 13, 2003, Southwest Water Company (the Company) released information regarding its results of operations for the three-month period ended March 31, 2003. This Form 8-K is being furnished to report information pursuant to Item 9., Regulation FD Disclosure and Item 12., Results of Operations and Financial Condition. The full text of the Company's press release is attached to this report as Exhibit 99.1. 2 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 hereunto duly authorized. SOUTHWEST WATER COMPANY Date: May 13, 2003 By: /s/ RICHARD J. SHIELDS ---------------------- Name: Richard J. Shields Title: Chief Financial Officer 3 EXHIBIT INDEX Exhibits: 99.1 Press release of results of operations for the three-month period ended March 31, 2003 of Southwest Water Company, dated May 13, 2003, filed herewith. EX-99 3 a4395801ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 First Quarter 2003 Financial Results Reported by Southwest Water Company WEST COVINA, Calif.--(BUSINESS WIRE)--May 13, 2003--For the three months ended March 31, 2003, Southwest Water Company (Nasdaq:SWWC) reported revenues of $36.1 million, operating income of $921,000, and a net loss of $149,000, or $.02 per diluted share. This compares to revenues of $28.2 million, operating income of $1.9 million, and net income of $1.2 million, or $.11 per diluted share, for the same period in 2002. Net income for the prior-year period includes one-time gains of $713,000, or $.07 per diluted share, from the dissolution of a company pension plan and the sale of excess land. Anton C. Garnier, Southwest Water president and CEO, said, "The increase in first quarter revenues is primarily attributable to two events in our Services Group: our acquisition of contract operations business from AquaSource, Inc., in the fourth quarter of 2002, and the beginning of a $25-million, two-year water treatment plant project in San Juan Capistrano, California. Both of these projects contributed to operating income in the first quarter; however, their contributions were offset by company-wide increases in general insurance, employee and health benefit expenses. For the quarter, these expenses were the primary reasons for the reduction in Services Group operating income of approximately $400,000 versus the prior-year quarter. We are focused on managing insurance and employee-related costs to improve Services Group financial performance." Garnier continued, "In the first three months of this year, revenues from water sales at our California utility decreased 5% from the prior-year quarter due to unfavorable weather compared to 2002. In addition, well closures related to groundwater contamination issues resulted in higher average water costs. Primarily as a result of these two factors, Utility Group operating income was reduced by approximately $500,000 compared to the first quarter of last year. For most water utilities, the first three months of each year yield lower water sales because cool and rainy weather reduces outdoor water use. However, rainfall does add to the groundwater aquifers which supply our lowest cost water. We anticipate that lower cost water from increased groundwater production, combined with a decision from the California Public Utilities Commission on a pending rate increase, will allow our Utility Group to improve its financial performance." As previously announced, the company will update its 2003 guidance and provide more detail regarding its first quarter 2003 operating results in a conference call and Web cast to be held at 1:30 p.m. PDT (4:30 p.m. EDT) today. Interested individuals can access the conference call on the company's Web site at www.southwestwater.com. For those unable to participate in the live Web cast, a replay will be available shortly after the call on the company's Web site. Southwest Water Company provides a broad range of services, including water production and distribution, wastewater collection and treatment, public works services, utility submetering and construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than 2 million people in 31 states from coast to coast depend on Southwest Water for high-quality, reliable service. This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause the results of the company to differ materially from those expressed or implied by such forward-looking statements. Actual results may differ materially from these expectations due to changes in regulatory, political, weather, economic, business, competitive, market and environmental factors. More detailed information about these factors is contained in the company's filings with the Securities and Exchange Commission. The company assumes no obligation, and does not intend, to update these forward-looking statements. SOUTHWEST WATER COMPANY FIRST QUARTER 2003 RESULTS FINANCIAL HIGHLIGHTS SOUTHWEST WATER COMPANY (unaudited and in thousands, except per share amounts) Three Months Ended March 31, 2003 2002 (1) Operating revenues $36,114 $28,168 Operating income $921 $1,867 Pension gain and land sale, net of tax - $713 Net income (loss) (2) $(149) $1,164 Earnings (loss) per common share: Diluted (2) $(0.02) $0.11 Weighted average outstanding common shares: (2) Diluted 10,182 10,124 NOTES: (1) Operating income, net income (loss) and diluted earnings (loss) per common share reflect the company's adoption of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, effective in 2002. (2) Per share amounts and weighted average outstanding common shares reflect a 5% stock dividend on January 1, 2003. CONSOLIDATED BALANCE SHEET INFORMATION March 31, December 31, 2003 2002 Current assets $28,164 $29,836 Property, plant and equipment 206,298 203,933 Total assets $269,656 $268,744 Current liabilities $29,243 $31,623 Long-term debt 83,909 80,985 Contributions in aid of construction 71,291 70,658 Stockholders' equity 61,363 61,837 Total liabilities and stockholders' equity $269,656 $268,744 CONTACT: Southwest Water Company Richard J. Shields, 626/915-1551 www.southwestwater.com or Coffin Communications Group Crocker Coulson, 818/789-0100 www.coffincg.com -----END PRIVACY-ENHANCED MESSAGE-----