-----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, OJ77ksoEw3sQOC2uiPp9K49QGub2/rTlRp0tbcvqArLp/TUWV/28LEE5ob9YmIII De2DGdNouQyKs3Na+PqLZA== 0001157523-05-001371.txt : 20050211 0001157523-05-001371.hdr.sgml : 20050211 20050211161130 ACCESSION NUMBER: 0001157523-05-001371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050210 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 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: 05598762 BUSINESS ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 BUSINESS PHONE: 2139291800 MAIL ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 8-K 1 a4820777.txt SOUTHWEST WATER COMPANY - -------------------------------------------------------------------------------- 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): February 10, 2005 SOUTHWEST WATER COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware 0-8176 95-1840947 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) One Wilshire Building 624 South Grand Avenue, Suite 2900 Los Angeles, CA 90017-3782 (Address of principal executive offices) (Zip Code) (213) 929-1800 (Registrant's telephone number, including area code) ------------------------ (Former name, former address and former fiscal year, if changed since last report date) ------------------------ 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Securities 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 February 10, 2005, Southwest Water Company issued a press release announcing its preliminary financial results for the year ended December 31, 2004. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ------- --------------------------------------------------------- 99.1 Press release dated February 10, 2005 2 SIGNATURE 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 (Registrant) By: /s/ Richard J Shields --------------------------------- Name: Richard J. Shields Title: Chief Financial Officer Date: February 11, 2005 3 Exhibit Index Exhibit No. Description - ------- --------------------------------------------------------- 99.1 Press release dated February 10, 2005 4 EX-99.1 2 a4820777-ex991.txt SOUTHWEST WATER COMPANY PRESS RELEASE Exhibit 99.1 Southwest Water Company Reports Preliminary Financial Results for 2004 LOS ANGELES--(BUSINESS WIRE)--Feb. 10, 2005--Southwest Water Company (NASDAQ:SWWC) today announced that, for the year ended December 31, 2004, it expects to report revenues of approximately $188 million, income before taxes of approximately $7 million and net income of approximately $4.4 million. The company noted that these preliminary results for 2004 are unaudited. In 2003, Southwest Water's revenues totaled $173 million, with income before taxes of $11.2 million and net income of $7.2 million. The 2004 full-year estimate for revenue is approximately $2 million below the company's prior guidance, and estimated net income is approximately $3.6 million less than guidance. The estimated income shortfall is primarily related to project work delays, unusually wet weather, reserves, severance amounts, and higher-than-anticipated expenses for Sarbanes Oxley documentation and testing. Anton C. Garnier, Southwest Water chairman and chief executive officer, said, "There were numerous fourth quarter factors that collectively contributed to our shortfall, but no one specific factor was principally responsible for our underperformance. Looking to 2005, we are taking appropriate steps to resume positive momentum in both the Utility and Services Groups. We believe the fundamental strengths of our business remain firmly in place." Southwest Water anticipates releasing its complete financial results for 2004 and hosting a conference call to discuss its operations and answer questions in early March. Southwest Water Company provides a broad range of services, including water production, treatment and distribution; wastewater collection and treatment; utility billing and collection; utility infrastructure construction management; and public works services. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than two million people 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 to reflect any change in future events. CONTACT: Southwest Water Company Richard J. Shields, 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-----