UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED SEPTEMBER 30, 1995
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from________________ to________________
Commission file number: 0-8176
[LOGO OF SOUTHWEST] SOUTHWEST WATER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1840947
(STATE OR JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
225 NORTH BARRANCA AVENUE, SUITE 200
WEST COVINA, CALIFORNIA 91791-1605
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 915-1551
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
On October 31, 1995, there were 2,453,386 common shares outstanding.
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
INDEX
Page No.
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Part I. Financial Information:
- -------
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
September 30, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Income -
Three and Nine months ended September 30, 1995 and 1994 4
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 1995 and 1994 5
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7 - 10
Part II. Other Information:
- --------
Item 1. Legal Proceedings 10 - 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
September 30, December 31,
1995 1994
------------ -----------
(Unaudited)
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $507 $828
Customers' accounts reveivable 8,511 6,021
Other current assets 2,151 2,011
------- -------
11,169 8,860
Property, Plant and Equipment:
Utility property, plant and
equipment-at cost 102,073 96,179
Non-utility property, plant
and equipment-at cost 6,217 5,923
------- -------
108,290 102,102
Less accumulated depreciation
and amortization 31,814 29,966
------- -------
76,476 72,136
Other Assets 6,034 5,838
------- -------
$93,679 $86,834
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt
and notes payable $8,930 $3,491
Accounts payable 1,352 1,185
Other current liabilities 6,411 6,455
------- -------
16,693 11,131
Other Liabilities and Deferred
Credits:
Long-term debt 19,600 20,500
Advances for construction 9,266 9,151
Contributions in aid of
construction 12,124 10,829
Deferred income taxes 3,778 3,260
Other liabilities and deferred credits 3,335 3,431
------- -------
Total Liabilities and Deferred
Credits 64,796 58,302
Stockholders' Equity:
Cumulative preferred stock 519 530
Common stock 24 24
Paid-in capital 17,449 17,241
Retained earnings 10,952 10,820
Unamortized value of restricted stock issued (61) (83)
------- -------
Total Stockholders' Equity 28,883 28,532
------- -------
$93,679 $86,834
======= =======
See accompanying notes.
3
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
1995 1994 1995 1994
-------- -------- -------- --------
(In thousands except per share amounts)
Operating Revenues $16,848 $14,533 $41,467 $38,329
Operating Expenses:
Direct operating expenses 12,584 10,840 31,609 29,194
Selling, general and administrative 2,321 2,070 6,761 6,325
------- ------- ------ ------
14,905 12,910 38,370 35,519
------- ------- ------ ------
Operating Income 1,943 1,623 3,097 2,810
Other Income (Expense):
Interest expense (589) (571) (1,746) (1,664)
Interest income 12 19 56 61
Gain on sale of land - - 84 -
Other 24 24 31 53
------- ------- ------ ------
(553) (528) (1,575) (1,550)
------- ------- ------ ------
Income Before Income Taxes 1,390 1,095 1,522 1,260
Provision for income taxes 584 445 639 500
------- ------- ------ ------
Net Income 806 650 883 760
Dividends on preferred shares (7) (7) (21) (21)
------- ------- ------ ------
Net Income Available For Common Shares $799 $643 $862 $739
======= ======= ====== ======
Earnings Per Common Share:
Primary $0.33 $0.27 $0.35 $0.31
======= ======= ====== ======
Fully diluted $0.33 $0.26 $0.35 $0.30
======= ======= ====== ======
Cash Dividends Per Common Share $0.10 $0.10 $0.30 $0.30
======= ======= ====== ======
Weighted-Average Outstanding Common
And Common Equivalent Shares:
Primary 2,444 2,408 2,433 2,400
======= ======= ====== ======
Fully diluted 2,444 2,464 2,433 2,456
======= ======= ====== ======
See accompanying notes.
4
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
-------------------------
1995 1994
---------- ----------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES, NET $ 1,292 $ 982
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (6,237) (5,487)
Net redemption of U.S. Government securities - 1,009
------- -------
Net cash used in investing activities (6,237) (4,478)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings of short-term debt 5,439 3,100
Contributions in aid of construction 546 926
Additions to advances for construction 339 -
Net proceeds from dividend reinvestment and
employee stock purchase plans 174 225
Dividends paid (750) (740)
Payments on advances for construction (224) (539)
Payments on long-term debt (900) (900)
------- -------
Net cash provided by financing activities 4,624 2,072
------- -------
Net decrease in cash and cash equivalents (321) (1,424)
Cash and cash equivalents at beginning of year 828 2,979
------- -------
Cash and cash equivalents at end of quarter $ 507 $ 1,555
======= =======
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $2,110 $2,011
Income taxes $189 $40
Non-cash contributions in aid of construction
conveyed to Company by developers $1,004 $474
See accompanying notes.
5
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Southwest Water Company (the Company) and its subsidiaries operate in the
water and wastewater services industry. The accompanying unaudited
consolidated condensed financial statements reflect all adjustments which,
in the opinion of the Company's management, are necessary to present fairly
the financial position of the Company as of September 30, 1995, and the
Company's results of operations for the three and nine months ended
September 30, 1995 and 1994. All such adjustments are of a normal recurring
nature. Certain reclassifications have been made to the 1994 financial
statements to conform to the 1995 presentation.
2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and related notes contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
3. The results of operations for the three and nine months ended September 30,
1995, are not necessarily indicative of the results to be expected for the
full year. The highest average water usage per customer for the Company's
water utilities normally occurs in the second and third quarters of each
year. The operations of the Company's service business, ECO Resources, Inc.
(ECO), can also be seasonal in nature. Heavy rainfall during a quarter may
create opportunities for additional billable work.
4. For the three and nine months ended September 30, 1995, the computation of
primary and fully diluted earnings per common share is calculated using the
weighted-average number of common shares and dilutive common equivalent
shares outstanding during the period, after recognition of dividend
requirements on preferred shares. For the three and nine months ended
September 30, 1995, the 9.5% convertible debentures were not included in
the computation of fully diluted earnings per share, since they were
retired on August 15, 1995. For the three and nine months ended September
30, 1994, fully diluted earnings per share were computed based upon the
weighted-average number of common shares and dilutive common equivalent
shares outstanding, assuming that the 9.5% convertible subordinated
debentures were converted at the beginning of the period and the related
interest for the period, net of income taxes, was eliminated.
5. Effective January 1, 1995, the Company was subject to Statement of
Financial Accounting Standards (SFAS) No. 119 "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments." For the
three and nine months ended September 30, 1995, the Company had no
derivative financial instruments, financial instruments with off-balance
sheet risk nor financial instruments with concentrations of credit risk.
Therefore, SFAS No. 119 is not expected to have a material impact on the
Company's results of operations or financial condition.
6. Effective January 1, 1996, the Company will be subject to SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." SFAS No. 121 requires that long-lived assets,
including regulatory assets and certain identifiable intangibles, be
reviewed for impairment. SFAS No. 121 also requires that a rate-regulated
utility recognize an impairment for the amount of costs excluded from rate
base by regulators. The Company does not anticipate that SFAS No. 121 will
have a material impact on the Company's results of operations or financial
condition.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
The Company's liquidity and capital resources are influenced primarily by
construction expenditures at Suburban Water Systems (Suburban) for the
replacement and renovation of existing water utility facilities, and by
construction expenditures for new water and wastewater utility facilities at New
Mexico Utilities, Inc. (NMUI). Additionally, liquidity is influenced by the
Company's continuing investment in ECO.
At September 30, 1995, the Company had cash and cash equivalent balances
totaling approximately $507,000 and unused lines of credit from commercial banks
of $5,470,000. At September 30, 1995, the Company had lines of credit with
three commercial banks. One of these lines of credit expires on November 30,
1995, and management expects that it will be renewed in the normal course of
business. During the first nine months of 1995, the Company borrowed a net
$5,580,000 on its lines of credit to meet construction and operating
requirements. Additional short-term borrowing is anticipated during the
remainder of 1995 to meet construction and operating requirements.
The Company has initiated negotiations with investment bankers and anticipates
obtaining long-term financing during the first quarter of 1996. Proceeds from
this financing would be used to repay short-term debt and fund construction
requirements. The Company has remaining borrowing capacity under its First
Mortgage Bond Indentures of approximately $24,200,000. The amount of additional
borrowings available to the Company under the indentures and lines of credit is
limited by certain financial covenants that restrict additional borrowings at
September 30, 1995, to a maximum of approximately $8,200,000.
The Company's additions to property, plant and equipment were $7,241,000 for the
nine months ended September 30, 1995, representing an increase of $1,280,000
over the same period in 1994. This increase relates primarily to utility plant
additions at NMUI due to residential and commercial construction in NMUI's
service area. Approximately $1,000,000 of the total additions were received by
the Company's utilities through developer contributions in aid of construction.
The Company anticipates continuing its construction programs at this level
during the next year.
The amount and timing of future long-term financings will depend on various
factors discussed earlier; the timeliness and adequacy of rate increases, the
availability of capital, and the Company's ability to meet interest and fixed
charge coverage requirements.
REGULATORY AFFAIRS AND INFLATION:
The rates and operations of the Company's utilities are regulated by the Public
Utilities Commission of the State of California (CPUC) and the New Mexico Public
Utility Commission (NMPUC). The rates are intended to provide a reasonable
return on common equity. The Company's expected future construction
expenditures and increased direct operating expenses will require periodic
requests for rate increases.
Effective January 1, 1995, the CPUC granted Suburban an annual "step" adjustment
for its Whittier/La Mirada District customers, yielding additional authorized
annual revenues of $286,000. Suburban is currently authorized an 11% return on
common equity. This authorized rate of return is moderately favorable in
comparison to rates recently granted to other water utilities by the CPUC.
7
In May 1995, Suburban filed a general rate increase application with the CPUC
for its entire service area. The application requests an increase in rates
which would result in additional revenues of approximately $4,700,000 over the
next three years. A decision is expected from the CPUC early in 1996. In May
1995, NMUI filed a general sewer rate increase application with the NMPUC and in
September 1995 reached a stipulated agreement with the NMPUC staff granting an
8% increase in rates, which would result in additional annual revenues of
$124,000. NMUI anticipates receiving a final decision from the NMPUC early in
1996.
From 1989 through September 1995, Suburban recorded pretax gains on five land
transactions which aggregated $1,900,000. On January 7, 1994, the CPUC ruled on
the 1989 sale and allowed Suburban to retain $210,000 in income, in accordance
with CPUC accounting regulations, as opposed to distributing it to ratepayers in
the form of water rate reductions. However, a later CPUC decision in 1994
involving an unrelated water company required that its gain on the sale of land
be split equally between the ratepayers and the stockholders. Suburban's
remaining transactions are subject to CPUC review; however, management believes
these gains belong to the stockholders. Accordingly, no liability has been
recorded in the accompanying consolidated condensed financial statements.
The Water Utility Infrastructure Improvement Act of 1995 was passed by the
California Assembly and Senate and signed by the governor on August 10, 1995.
This bill, effective January 1, 1996, requires water utilities that sell real
property that is no longer necessary or useful to invest the net proceeds in
utility plant. In addition, the bill permits the water utility the opportunity
to earn a reasonable return on the reinvestment. CPUC review of any such
transaction would only be needed to ensure that net sale proceeds were invested
in utility plant.
The California legislature has held hearings discussing the CPUC's organization
and operation. The CPUC has proposed consideration of performance-based rate
making. Another CPUC proposal is that water utility regulation be conducted by
one CPUC division instead of by several divisions as is currently done. These
legislative and CPUC developments are being closely monitored by the management
of the Company. At this time, these proposals are not expected to have a
material impact on the Company's results of operations.
The operations of ECO are not regulated. ECO's long-term water and wastewater
service contracts typically include annual inflation adjustments that
approximate inflation rates. Most contracts with municipal utility districts
are short-term contracts and do not generally include inflation adjustments.
ENVIRONMENTAL AFFAIRS:
The Company's operations are subject to water and wastewater pollution
prevention standards and water and wastewater quality regulations of the United
States Environmental Protection Agency (EPA) and various state regulatory
agencies. The EPA and state regulatory agencies continue to promulgate new
regulations mandated by the Federal Water Pollution Control Act, the Safe
Drinking Water Act, and the Resource Conservation and Recovery Act. To date,
the Company has not experienced any material adverse effects upon its operations
resulting from compliance with governmental regulations. Costs associated with
the testing of the Company's water supplies have, however, increased and are
expected to increase further as the regulatory agencies adopt additional
monitoring requirements. The Company believes that future incremental costs of
complying with governmental regulations, including capital expenditures, if any,
will be recoverable through increased rates and contract revenues.
8
RESULTS OF OPERATIONS:
THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
- -----------------------------------------------------------------------------
1994
- ----
Fully diluted earnings per common share were $.33 in 1995 compared to $.26 in
1994.
Operating income increased $320,000, and, as a percentage of operating revenues,
increased from 11% in 1994 to 12% in 1995. Utility operating income increased
$172,000. ECO experienced a decreased operating loss of $229,000, due primarily
to improved gross profit margins on billable and project services and operating
profits recorded on new contracts. Parent company expenses increased $81,000
primarily due to higher consulting and outside services expenses.
Operating revenues
- ------------------
Operating revenues increased $2,315,000 or 16%.
Water utility operating revenues increased $383,000. A moderate increase of
water consumption by Suburban customers resulted in an increase in revenues of
$60,000. Suburban also received the benefits of a step rate increase that
resulted in additional revenues of $98,000. NMUI added 133 new water customers
which resulted in water consumption increasing by 14%, representing an increase
in water revenues of $99,000. Higher sewer collection volume at NMUI led to an
increase in revenues of $126,000.
ECO's revenues increased $1,932,000 primarily as a result of revenues from new
contracts in Texas and New Mexico and increased billable and project services in
Texas.
Direct operating expenses
- -------------------------
Direct operating expenses increased $1,744,000 or 16%. As a percentage of
operating revenues, these expenses were 75% in both 1995 and 1994.
Water utility direct operating expenses increased $167,000. NMUI recorded
higher sewer collection expenses primarily related to the corresponding increase
in sewer collection volume.
ECO's direct operating expenses increased $1,577,000, resulting primarily from
the addition of new contracts in Texas and New Mexico and higher expenses
associated with increased billable and project services in Texas.
Selling, general and administrative
- -----------------------------------
Selling, general and administrative expenses increased $251,000. As a
percentage of operating revenues, these expenses remained constant at 14% in
1995 and 1994. Suburban and NMUI's selling, general and administrative expenses
increased $44,000 primarily due to higher payroll and associated payroll
benefits. ECO's selling, general and administrative expenses increased $126,000
primarily due to expanded sales and marketing activity. As discussed above,
general and administrative expenses of the parent company increased $81,000.
NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994
- --------------------------------------------------------------------------------
Fully diluted earnings per common share increased from $.30 in 1994 to $.35 in
1995. Results for the nine months ended September 30, 1995, include a net gain
of $50,000, or $.02 per fully diluted share, resulting from the sale of land by
Suburban.
9
Operating income increased $287,000, and, as a percentage of operating revenues,
remained level at 7% in 1994 and 1995. Utility operating income increased
$467,000. ECO's operating loss increased by $79,000 primarily due to expanded
sales and marketing activity. Parent company expenses increased $101,000
primarily due to higher consulting and outside services expenses.
Operating revenues
- ------------------
Operating revenues increased $3,138,000 or 8%.
Water utility operating revenues increased by $514,000. Heavy rainfall and
cooler temperatures in Southern California during the first six months of 1995,
caused Suburban's customers to decrease water consumption by 2%, resulting in a
revenue decrease of approximately $334,000. However, Suburban received the
benefits of a step rate increase that resulted in additional revenues of
$262,000. NMUI added 407 new water customers which resulted in water
consumption increasing by 13%, representing an increase in water revenues of
$207,000. Higher sewer collection revenues by NMUI, resulting primarily from
higher volume, led to an increase in revenues of $379,000.
ECO's revenues increased $2,624,000, primarily as a result of revenues from new
contracts in Texas and New Mexico.
Direct operating expenses
- -------------------------
Direct operating expenses increased $2,415,000 or 8%. As a percentage of
operating revenues, these expenses remained constant at 76%.
Water utility direct operating expenses decreased $18,000. A 4% decrease in
Suburban's water production resulted in a reduction in water, power and gas
expenses of $319,000. Suburban also recorded a benefit of $175,000 from the
recovery of disputed property tax assessments. These decreases in direct
operating expenses were offset by higher sewer collection expenses at NMUI of
$267,000 related directly to the corresponding increase in volume.
ECO's direct operating expenses increased $2,433,000, relating primarily to the
corresponding increase in revenues as a result of the addition of new contracts
in Texas and New Mexico.
Selling, general and administrative
- -----------------------------------
Selling, general and administrative expenses increased $436,000. As a
percentage of operating revenues, these expenses decreased to 16% compared to
17% in 1994. Suburban's legal expenses decreased $149,000. This amount was
offset by higher payroll, associated payroll benefits, insurance and other
expenses of $214,000 incurred by Suburban and NMUI. ECO's selling, general and
administrative expenses increased $270,000, primarily related to expanded sales
and marketing activity in the pursuit of new contracts, as well as higher
consulting expenses. As discussed above, general and administrative expenses of
the parent company increased $101,000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
As described in the Company's Form 10-K Report for the year ended December 31,
1994, and its Form 10-Q Reports for the quarters ended March 31, 1995 and June
30, 1995, ECO was named as a defendant in a lawsuit by certain homeowners and
Pulte Home Corporation of Texas. The plaintiffs allege that in 1989 ECO, as an
independent contractor for Municipal Utility District #81 (MUD #81)
10
in Houston, Texas, failed to change the treatment of the water supplied to
plaintiffs after the plaintiffs made MUD #81 and ECO aware of highly corrosive
elements in the water supplied. Damages claimed by the plaintiffs, including
punitive damages, are described in the Company's Form 10-Q Report for the
quarter ended June 30, 1995.
On June 14, 1995, the court granted ECO's motion for summary judgment on all
causes of action and granted MUD #81's motion for summary judgment on sovereign
immunity grounds. On July 13, 1995, plaintiffs filed a motion for new trial and
a motion to reconsider and to vacate the court's summary judgments. A date has
not been set to hear the motion.
As of the date when damages are first alleged to have occurred (1989) and
thereafter, the Company and ECO maintained liability insurance coverage of $20
million. ECO's primary liability carrier is providing a defense for the primary
cause of action against ECO, but has reserved all rights as to allegations that
ECO knowingly committed intentional acts constituting "deceptive trade
practices" and "negligence." The Company believes the ultimate resolution of
this matter will not have a material adverse effect on its consolidated
financial condition or results of operations.
As described in the Company's Form 10-K Report for the year ended December 31,
1994, and its Form 10-Q Reports for the quarters ended March 31, 1995 and June
30, 1995, Suburban is a defendant and cross defendant in two actions filed in
March 1994 and June 1994 in the Superior Court of Los Angeles County and arising
out of a slope slide or failure in 1992 in a hilly, residential development in
West Covina, California. In addition to Suburban, defendants in the actions
include the owners of the lot above and containing the failed slope, an engineer
and a contractor who directed and conducted repair work to the slope after a
prior failure in 1978. Claims raised by the plaintiffs and certain cross
defendants are described in the Company's 1994 Form 10-K Report as is the
consolidation of the two cases. At the initiation of Suburban's defense
counsel, one of the plaintiffs dismissed his action against Suburban in March
1995 and defense counsel is discussing with another plaintiff a similar
dismissal.
On June 8, 1995, a status conference was held and the judge recommended non-
binding mediation. Prior to the mediation, Suburban is awaiting results of soil
tests to determine the estimated cost to repair the slope. As of the date of
the 1992 slope failure, the Company and Suburban maintained liability insurance
coverage of $20 million. Suburban's primary liability carrier is providing a
defense in the consolidated action, and Suburban is vigorously defending all
claims. Suburban believes that it has meritorious defenses to all claims. In
the event that Suburban were determined to have any liability, the Company
believes that such liability would be fully covered by the insurance policy in
place. Accordingly, the Company believes that the ultimate resolution of this
matter will not have a material adverse effect on its consolidated financial
condition or results of operations.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits furnished pursuant to Item 601 of Regulation S-K
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended
September 30, 1995.
11
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.
SOUTHWEST WATER COMPANY
-----------------------
(Registrant)
Dated: November 9, 1995 /s/ PETER J. MOERBEEK
- ----------------------- ---------------------------------
Peter J. Moerbeek, Vice President Finance and
Chief Financial Officer
12