-----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, F70ClX5O7aCSa9/9Lz0k442K5PFHxHGawlLjbDdIJyv1DycadmjZ1KKNqL2Ja1yx qxY9WJ9klrNdxAn8KKpOZw== 0001157523-04-007555.txt : 20040810 0001157523-04-007555.hdr.sgml : 20040810 20040809192659 ACCESSION NUMBER: 0001157523-04-007555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040810 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: 04962748 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 a4698420.txt SOUTHWEST WATER 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): August 9, 2004 ----------------- 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 S. Grand Avenue, Suite 2900, Los Angeles, CA 90017 (Address of principal executive offices) (Zip Code) (213) 929-1800 Registrant's telephone number, including area code: - -------------------------------------------------------------------------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits -------- 99.1 Press release issued by Southwest Water Company on August 9, 2004. Item 12. Disclosure of Results of Operations and Financial Condition. On August 9, 2004 Southwest Water Company filed a press release announcing its results of operations and financial condition for the three and six months ended June 30, 2004. 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: August 9, 2004 /s/ Richard J. Shields ------------------ ---------------------------------------------------- Richard J. Shields, Chief Financial Officer (principal financial officer and chief accounting officer) EX-99.1 2 a4698420ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Southwest Water Company Reports Increased Second Quarter 2004 Revenues and Earnings LOS ANGELES--(BUSINESS WIRE)--Aug. 9, 2004--Southwest Water Company (Nasdaq:SWWC) today reported higher revenues and earnings for the second quarter ended June 30, 2004, compared with the same period a year ago. The company also updated its business outlook for the remainder of 2004. Second Quarter 2004 Highlights, Compared with Second Quarter 2003: -- Revenues increased 10 percent to $45.7 million from $41.5 million. -- Operating income grew 48 percent to $5.2 million, compared with $3.5 million. -- Net income rose 35 percent to $2.6 million from $1.9 million. -- Diluted earnings per share totaled $0.15, up from $0.13. Diluted earnings per share were calculated on a 23 percent greater number of weighted average shares outstanding, reflecting the effect of the company's public offering of 1.6 million shares in March 2004 and the private placement of 1.5 million shares in May 2003. The second quarter of 2003 included a pre-tax gain of $720,000 from the sale of surplus land. Anton C. Garnier, Southwest Water chairman and chief executive officer, said, "Strong performance throughout the company fueled our second quarter revenue growth. The Services Group benefited from new operating contracts in Alabama, California and Mississippi, along with expanded services for current clients and several small acquisitions. In our Utility Group, we recorded gains in revenue and earnings from increased water rates in California and Texas, along with continuing customer growth in our New Mexico and Texas utility service areas. We also benefited from lower water production costs in the second quarter of 2004 compared with the same period in 2003 as we were able to increase the ratio of water pumped from our own wells versus water purchased from outside sources. "The geography of our operations helps to balance the effects of regional weather conditions. The first six months of 2004 clearly showed the impact (both positive and negative) that weather can have on our financial performance. In California, a mild winter and a warm spring, coupled with lower-than-normal rainfall, boosted our Utility Group customer water sales. In Texas, however, more than 45 inches of rain fell on the Houston area during the first six months of 2004, far outpacing the normal figure of 24 inches. This unusually wet weather hampered our Services Group's ability to perform billable outdoor construction and maintenance work." Garnier continued, "Looking to the second half of 2004, we expect to complete construction at our San Juan Capistrano water treatment plant project, at which point we will begin a 20-year, $20 million contract to operate and maintain the facility. Once operational, it will become the second reverse osmosis treatment plant that we operate in California and our seventh nationwide. We continue discussions on similar opportunities where we can expand our business and help clients meet their water, wastewater or public works challenges in innovative ways." Business Outlook The company revised its business outlook for 2004, noting that this update includes the impact of the Texas utility acquisition announced on July 16. The company's current outlook for 2004 anticipates: -- Revenues of approximately $185 million, consistent with prior guidance; -- Operating income of $19 million, up from prior guidance of $18 million; -- Income before taxes of $14 million, up from prior guidance of $13 million; -- Net income of $9 million, up from prior guidance of $8 million. Revenue guidance assumes normal weather conditions. Garnier noted, "We have delivered strong organic revenue growth in the first half of 2004 and we expect to augment that in the second half of the year with growth from the Texas utility acquisition and several smaller growth initiatives we completed earlier this year. While our Services Group operations in Texas have been affected by unusually high levels of rainfall this spring, we expect to recover some of that lost revenue during the summer months. We also anticipate benefiting from a recent regulatory decision in California regarding the recovery of certain uncontrollable costs, and from a small gain on the sale of land." Garnier concluded, "We continue to work to control increasing costs for workers' compensation insurance, employee health benefits, and general insurance. Like many public companies, we anticipate additional expenses in the remainder of 2004 in connection with our Sarbanes Oxley compliance efforts. Nevertheless, we believe we will improve our operating margins from 2003 levels." Conference Call The company will provide more detail regarding its second quarter 2004 results in a conference call and Web cast to be held today, August 9, 2004, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). 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, including water production, treatment and distribution; wastewater collection and treatment; public works services; utility billing and collection; and utility 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 "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to future revenues and income, the company's ability to gain new business and control costs, 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 2003 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 Six Months Ended Ended June 30, June 30, 2004 2003 2004 2003 --------------------------------- Operating revenues $45,694 $41,464 $85,421 $77,578 Operating income 5,168 3,497 6,101 4,418 Net income 2,553 1,889 2,571 1,740 Earnings per common share: Diluted $0.15 $0.13 $0.15 $0.12 Weighted average outstanding common shares: Diluted 17,338 14,103 16,517 13,840 NOTE: Per share amounts and weighted average outstanding common shares reflect a 4-for-3 stock dividend on January 1, 2004. CONSOLIDATED BALANCE SHEET INFORMATION June 30, Dec. 31, 2004 2003 ------------------- Current assets $39,304 $35,394 Property, plant and equipment, net 227,725 221,087 Total assets $311,824 $296,222 Current liabilities $29,357 $31,389 Long-term debt 53,746 56,493 Contributions in aid of construction 84,494 81,556 Stockholders' equity 104,289 79,667 Total liabilities and stockholders' equity $311,824 $296,222 CONTACT: Southwest Water Company Richard J. Shields (CFO), 213-929-1800 www.swwc.com or PondelWilkinson Inc. Cecilia Wilkinson or Robert Jaffe 310-279-5970 or 310-279-5969 www.pondel.com -----END PRIVACY-ENHANCED MESSAGE-----