Total Number of Pages 8 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended March 31, 1994 Commission file number 1-8966 SJW Corp. (Exact name of registrant as specified in its charter) California 77-0066628 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 374 West Santa Clara Street, San Jose, CA 95196 (Address of principal executive offices) (Zip Code) 408-279-7810 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No APPLICABLE ONLY TO CORPORATE ISSUERS: Common stock outstanding as of April 1, 1994 and as of the date of this report is 3,250,746 shares. 1 <P> PART 1. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS -------------------- SJW CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (In thousands, except share data) THREE MONTHS ENDED MARCH 31 1994 1993 ------ ------ Operating revenue $ 18,991 17,176 Operating expense: Operation: Purchased water 3,489 3,931 Power 757 372 Pump taxes 2,794 1,357 Other 5,641 4,708 Maintenance 1,354 1,185 Property and other nonincome taxes 716 677 Depreciation 1,825 1,691 Income taxes 629 946 ------ ------ 17,205 14,867 ------ ------ Operating income 1,786 2,309 Other income 147 173 Dividend income 272 264 Interest and other charges (1,381) (1,355) ------ ------ Net income $ 824 1,391 ====== ====== Earnings per share of common stock $ 0.25 0.43 ====== ====== Dividends per share of common stock $ 0.525 0.510 ====== ====== Weighted average outstanding commom shares 3,236,992 3,232,377 ========= ========= 2 <P> SJW CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In thousands) MARCH 31 DECEMBER 31 1994 1993 ---- ---- ASSETS Utility plant $ 297,504 293,683 Less accumulated depreciation 91,072 90,030 ------- ------- Net utility plant 206,432 203,653 Nonutility property 7,041 6,775 Current assets: Cash and equivalents 1,025 2,363 Temporary investments 0 195 Accounts receivable and accrued revenue 7,859 8,025 Prepaid expenses and other 2,802 3,099 ------ ------ Total current assets 11,686 13,682 Other assets: Investment in California Water Service Company 18,974 21,999 Debt issuance and reacquisition costs 4,375 4,389 Regulatory asset 4,060 4,060 Goodwill 1,890 1,906 Other 315 387 ------- ------- Total other assets 29,614 32,741 ------- ------- $ 254,773 256,851 ======= ======= CAPITALIZATION AND LIABILITIES Capitalization: Common stock $ 10,116 10,116 Additional paid-in capital 21,763 21,763 Retained earnings 68,098 68,980 Unrealized gain on investment 486 2,271 ------- ------- Total common shareholders' equity 100,463 103,130 Long-term debt, less current maturities 64,000 64,000 ------- ------- Total capitalization 164,463 167,130 Current liabilities: Current maturities of long-term debt 2,000 2,000 Line of credit 1,100 - Accounts payable 626 421 Accrued interest 1,509 1,431 Accrued pump taxes and purchased water 2,391 3,264 Postretirement benefits 1,309 1,168 Other current liabilities 2,454 1,787 ------- ------- Total current liabilities 11,389 10,071 Deferred income taxes and tax credits 15,981 16,937 Other noncurrent liabilities 1,800 1,933 Advances for and contributions in aid of construction 61,140 60,780 ------- ------- $ 254,773 256,851 ======= ======= 3 <P> SJW CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In thousands) THREE MONTHS ENDED MARCH 31 1994 1993 ---- ---- Operating activities: Net income $ 824 1,391 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,825 1,655 Deferred income taxes and credits 283 (229) Changes in operating assets and liabilities: Accounts receivable and accrued revenue 166 1,346 Accounts payable and other current liabilities 872 (255) Accrued pump taxes and purchased water (873) (295) Conservation fees 0 (190) Income taxes payable 384 1,054 Accrued interest 78 753 Other changes, net 90 955 ------ ------ Net cash provided by operating activities 3,649 6,185 ------ ------ Investing activities: Additions to utility plant (4,859) (4,157) Additions to nonutility property (224) - Cost to retire utility plant (52) (65) Temporary investments 195 1,605 ------ ------ Net cash used in investing activities (4,940) (2,617) ------ ------ Financing activities: Dividends paid (1,707) (1,661) Line of credit 1,100 (1,594) Advances and contributions in aid of construction 799 1,044 Refunds of advances (239) (236) ------ ------ Net cash used in financing activities (47) (2,447) ------ ------ Net change in cash andequivalents (1,338) 1,121 Cash and equivalents, beginning of period 2,363 5,616 ------ ------ Cash and equivalents, end of period $ 1,025 6,737 ====== ====== Supplemental disclosures of cash flow information: Cash paid during period for: Interest $ 1,229 588 Income taxes $ - - 4 <P> SJW CORP. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1994 NOTE I - General In the opinion of SJW Corp., the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods. The Notes to Consolidated Financial Statements in the Company's 1993 Annual Report on Form 10-K should be read with the accompanying condensed consolidated financial statements. 5 <P> PART II. OTHER INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources: On November 1, 1994 San Jose Water Company ("SJWC") will retire its 4.65% Series M first mortgage bonds in the amount of $2,000,000, plus accrued interest. SJWC's 1994 construction budget of $10,100,000 will be funded by cash flow from operations and the commercial bank line of credit. SJWC does not currently intend to issue long-term debt in 1994. As of March 31, 1994, SJWC had $1,100,000 outstanding on its commercial bank line of credit. The line of credit provides for unsecured borrowings of up to $15,000,000 at rates which approximate the bank's reference rate. Results of Operations: First Quarter of 1994 First quarter 1994 operating revenue increased $1,815,000 or 10.6%, from the first quarter 1993, while operating expense increased $2,338,000, or 15.7%. The increase in revenue results primarily from a 14% increase in usage over the first quarter of 1993. The increase in operating expense is due primarily to a 1.1 billion gallon, or 71% decrease in surface water supplies. Surface water is the least costly of SJWC's sources of water supply. Consolidated earnings per common share for the first quarter of 1994 were $0.25, as compared to earnings of $0.43 per common share in the first quarter of 1993. Since the water business is highly seasonal in nature, a comparison of the revenues and expenses of the current quarter with the immediately preceding quarter would not be meaningful. The first quarter is normally the quarter with the lowest average usage per metered customer and is not indicative of the results for the calendar year. Water Supply SJWC and its wholesale supplier, the Santa Clara Valley Water District, terminated mandatory water rationing effective March 14, 1993. In place of the terminated mandatory water rationing plan the Company instituted a voluntary conservation program intended to achieve a 15% reduction in usage from the 1987 pre-drought usage levels. During the recent six year drought, customers installed various water savings devices, changed landscaping to include drought resistant plants and modified water consumption behavior. SJWC actively promotes these and other effective water conservation programs in conjunction with various governmental agencies. Over time, these conservation efforts may result in permanently lowering water usage. 6 <P> Regulatory Affairs Concurrent with the end of mandatory rationing the Company terminated its mandatory rationing memorandum account and ceased to levy conservation fees upon customers who exceed their allotted usage. The Company will no longer be able to recover revenue lost due to mandatory water rationing or conservation through the mandatory water rationing memorandum account, nor will it be able to collect penalties and a surcharge. The CPUC has authorized the Company to establish a voluntary conservation memorandum account which will track revenue lost due to voluntary conservation. If the Company elects to recover amounts recorded in the voluntary conservation memorandum account it will endeavor to do so in its next general rate case. Item 5. OTHER INFORMATION On April 21, 1994, SJW Corp. declared a regular quarterly dividend of $.525 per common share. The dividend will be paid June 1, 1994 to shareholders of record as of the close of business on May 1, 1994. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a.) Exhibits required to be filed by Item 601 of Regulation S-K. There were no exhibits required to be filed by Item 601 of Regulation S-K for the quarter ended March 31, 1994. (b.) Reports on Form 8-K No reports were filed on Form 8-K during the quarter ended March 31, 1994. 7 <P> 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 thereunto duly authorized. SJW Corp. Date: May 3, 1994 By /s/ W. R. Roth W. R. ROTH Chief Financial Officer 8