-----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, N+cmpQXhceHWEkI276EKi8meLnw+9Osw6v7pfF4Pe3U5nnuV8vozYUy2rufAUlmo n0qXTcWoK1ruhEIkLb1xcA== 0001157523-03-006537.txt : 20031112 0001157523-03-006537.hdr.sgml : 20031111 20031112125307 ACCESSION NUMBER: 0001157523-03-006537 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031112 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031112 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: 03992471 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 a4514472.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 Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2003 -------------- Southwest Water Company (Exact name of registrant as specified in its charter) Delaware 0-8176 95-1840947 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Wilshire Building 624 South Grand Avenue, Los Angeles, CA 90017, Suite 2900 (Address of principal executive offices) (Zip Code) (213) 929-1800 Registrant's telephone number, including area code: 225 North Barranca Avenue, Suite 200 West Covina, CA 91791 (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits -------- 99.1 Press release issued by Southwest Water Company on November 12, 2003. Item 12. Disclosure of Results of Operations and Financial Condition. On November 12, 2003 Southwest Water Company filed a press release announcing its results of operations and financial condition for the fiscal quarter ended September 30, 2003. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with SEC Release No. 33-8176, the information contained in such press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated herein by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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: November 12, 2003 /s/ Richard J. Shields ---------------------------- ------------------------------------------- Richard J Shields, Chief Financial Officer (principal financial officer and chief accounting officer) EX-99 3 a4514472ex991.txt SOUTHWEST WATER COMPANY PRESS RELEASE Exhibit 99.1 Southwest Water Company Reports Record 2003 Third Quarter Revenues and Earnings LOS ANGELES--(BUSINESS WIRE)--Nov. 12, 2003--Southwest Water Company (Nasdaq:SWWC) today reported record revenues and earnings for the third quarter ended September 30, 2003, surpassing results for all prior quarters in the company's history. 2003 Third Quarter Highlights, Compared with 2002: -- Revenues increased 49 percent to $51.4 million from $34.6 million. -- Operating income rose 78 percent to $6.6 million, compared with $3.7 million. -- Net income doubled to $3.4 million from $1.7 million. -- Diluted earnings per share grew to $0.30 from $0.17. 2003 Nine-Month Highlights, Compared with 2002: -- Revenues increased 35 percent to $129.0 million from $95.5 million. -- Operating income rose 47 percent to $11.0 million, compared with $7.5 million. -- Net income rose 13 percent to $5.2 million from $4.6 million. -- Diluted earnings per share grew to $0.48 from $0.45. Net income for the first nine months of 2003 included a gain of $454,000, net of tax ($0.04 per diluted share), from the sale of excess land not needed for current or planned operations. By comparison, net income for the first nine months in 2002 included non-recurring, after-tax gains of $1.1 million ($0.10 per diluted share), from reimbursement of aquifer remediation costs, and $637,000 ($0.06 per diluted share), from a pension plan termination. For the three months and nine months ended September 30, 2003, per share calculations reflect an increase in shares outstanding as a result of a private placement of Southwest Water common stock in May 2003. Anton C. Garnier, Southwest Water president and chief executive officer, said, "We delivered exceptional across-the-board performance in the third quarter. Our results reflect strength at both our Services and Utility groups, with growth balanced between organic contributions and recent acquisitions. In particular, I am pleased that this quarter demonstrates the substantial progress we are making toward our goal of replacing 2002 income from non-recurring items with earnings from core business. This solid third quarter performance is consistent with previous guidance that the second half of the year would be stronger than the first half." Garnier continued: "The three-month results benefited from a full quarter of revenues from Aqua Services, acquired in November 2002, and ongoing construction management of a $25 million reverse osmosis water treatment facility in California. Rate increases for our water utilities in California and Texas and continued customer growth in our Texas and New Mexico utilities also contributed to revenue gains." Business Outlook The company reaffirmed its previous guidance that full-year 2003 revenues are expected to increase by 25 to 30 percent and that operating income will increase by 35 to 40 percent. Prior guidance also continues with respect to the following: The Services Group will be the primary driver of revenue growth for 2003, contributing between 65 and 70 percent of total revenues. Cash capital expenditures, primarily in the Utility Group, are expected to increase by 5 to 10 percent from approximately $13 million in 2002. The company expects its tax rate will be approximately 37 percent in 2003. "While we expect solid performance in the fourth quarter, it's important to note that our third quarter is seasonally always our strongest period," Garnier said. "The drivers of our third quarter revenues will continue to enhance top line growth for the rest of 2003 and into next year. Our immediate challenges are to maintain our margins in the face of sharply rising insurance rates -- for general liability coverage, employee health benefits, and workers' compensation (especially in California) -- and the escalating costs of complying with evolving Sarbanes-Oxley regulations." Conference Call As previously announced, the company will provide more detail regarding its third quarter 2003 operating results in a conference call and Web cast to be held at 1:30 p.m. Pacific time (4:30 p.m. Eastern) today. The conference call can be accessed on the company's Web site at www.swwc.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: water production, treatment and distribution; wastewater collection and treatment; public works services; utility submetering; and infrastructure construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than two million people in 35 states from coast to coast depend on Southwest Water for high-quality, reliable service. Additional information may be found on the company's Web site: www.swwc.com. 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, environmental and other factors. More detailed information about these factors is contained in the company's filings with the Securities and Exchange Commission, including the company's 2002 Annual Report on Form 10-K. The company assumes no obligation to update these forward-looking statements. FINANCIAL HIGHLIGHTS - SOUTHWEST WATER COMPANY (unaudited and in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 ----------------------------------------- Operating revenues $51,412 $34,574 $128,990 $95,488 Operating income 6,603 3,663 11,021 7,499 Pension gain, land sale and settlement, net of tax -- -- 454 1,790 Net income 3,429 1,720 5,169 4,592 Earnings per common share: Diluted $0.30 $0.17 $0.48 $0.45 Weighted average outstanding common shares: Diluted 11,486 10,286 10,772 10,257 NOTES: (1) Operating income, net income and diluted earnings 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 September 30, December 31, 2003 2002 --------------------------- Current assets $39,555 $29,836 Property, plant and equipment, net 220,321 203,933 Total assets $294,426 $268,744 Current liabilities $35,410 $31,623 Long-term debt 75,380 80,985 Contributions in aid of construction 80,109 70,658 Stockholders' equity 77,748 61,837 Total liabilities and stockholders' equity $294,426 $268,744 CONTACT: Southwest Water Company, Los Angeles Richard J. Shields, 213-929-1800 www.swwc.com or PondelWilkinson MS&L, Los Angeles Cecilia Wilkinson or Robert Jaffe 323-866-6089 or 323-866-6007 www.pondel.com -----END PRIVACY-ENHANCED MESSAGE-----