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California
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77-0066628
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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110 West Taylor Street, San Jose, CA
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95110
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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ITEM 1.
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FINANCIAL STATEMENTS
|
|
Three months ended June 30,
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|
Six months ended June 30,
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||||||||||
|
2013
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|
2012
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|
2013
|
|
2012
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||||||
OPERATING REVENUE
|
$
|
74,230
|
|
|
65,575
|
|
|
$
|
124,369
|
|
|
116,724
|
|
OPERATING EXPENSE:
|
|
|
|
|
|
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||||||
Production Costs:
|
|
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||||||
Purchased water
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18,314
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|
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17,783
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28,433
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31,360
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|
||
Power
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1,777
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|
|
1,303
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2,662
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|
|
2,168
|
|
||
Groundwater extraction charges
|
9,525
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5,439
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14,115
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8,385
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|
||
Other production costs
|
2,882
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2,841
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5,595
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5,597
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|
||
Total production costs
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32,498
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|
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27,366
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50,805
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47,510
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||
Administrative and general
|
10,085
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10,746
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|
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21,579
|
|
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21,294
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|
||
Maintenance
|
3,433
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|
3,133
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6,633
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|
|
6,122
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|
||
Property taxes and other non-income taxes
|
2,534
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2,419
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5,083
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4,854
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||
Depreciation and amortization
|
8,743
|
|
|
8,326
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|
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17,559
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|
|
16,634
|
|
||
Total operating expense
|
57,293
|
|
|
51,990
|
|
|
101,659
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|
|
96,414
|
|
||
OPERATING INCOME
|
16,937
|
|
|
13,585
|
|
|
22,710
|
|
|
20,310
|
|
||
OTHER (EXPENSE) INCOME:
|
|
|
|
|
|
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|
||||||
Interest on long-term debt
|
(4,678
|
)
|
|
(4,659
|
)
|
|
(9,323
|
)
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|
(9,339
|
)
|
||
Mortgage and other interest expense
|
(278
|
)
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|
(391
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)
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(655
|
)
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|
(786
|
)
|
||
Gain on sale of real estate investment
|
—
|
|
|
—
|
|
|
1,063
|
|
|
—
|
|
||
Dividend income
|
61
|
|
|
61
|
|
|
123
|
|
|
121
|
|
||
Other, net
|
589
|
|
|
162
|
|
|
960
|
|
|
360
|
|
||
Income before income taxes
|
12,631
|
|
|
8,758
|
|
|
14,878
|
|
|
10,666
|
|
||
Provision for income taxes
|
5,191
|
|
|
3,557
|
|
|
6,121
|
|
|
4,356
|
|
||
NET INCOME
|
7,440
|
|
|
5,201
|
|
|
8,757
|
|
|
6,310
|
|
||
Other comprehensive (loss) income, net
|
(89
|
)
|
|
59
|
|
|
265
|
|
|
48
|
|
||
COMPREHENSIVE INCOME
|
$
|
7,351
|
|
|
5,260
|
|
|
$
|
9,022
|
|
|
6,358
|
|
EARNINGS PER SHARE
|
|
|
|
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|
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|
||||||
Basic
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$
|
0.37
|
|
|
0.28
|
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$
|
0.45
|
|
|
0.34
|
|
Diluted
|
$
|
0.37
|
|
|
0.28
|
|
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$
|
0.45
|
|
|
0.34
|
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DIVIDENDS PER SHARE
|
$
|
0.18
|
|
|
0.18
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$
|
0.37
|
|
|
0.36
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
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|
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|
||||||
Basic
|
20,072,703
|
|
|
18,626,547
|
|
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19,384,855
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18,619,149
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|
||
Diluted
|
20,266,480
|
|
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18,824,481
|
|
|
19,581,515
|
|
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18,822,784
|
|
|
June 30,
2013 |
|
December 31,
2012 |
|||
ASSETS
|
|
|
|
|||
Utility plant:
|
|
|
|
|||
Land
|
$
|
10,279
|
|
|
10,156
|
|
Depreciable plant and equipment
|
1,209,767
|
|
|
1,166,220
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Construction in progress
|
24,855
|
|
|
24,298
|
|
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Intangible assets
|
18,259
|
|
|
15,561
|
|
|
|
1,263,160
|
|
|
1,216,235
|
|
|
Less accumulated depreciation and amortization
|
400,494
|
|
|
384,675
|
|
|
|
862,666
|
|
|
831,560
|
|
|
Real estate investments
|
78,268
|
|
|
74,232
|
|
|
Less accumulated depreciation and amortization
|
9,839
|
|
|
9,045
|
|
|
|
68,429
|
|
|
65,187
|
|
|
CURRENT ASSETS:
|
|
|
|
|||
Cash and cash equivalents
|
4,005
|
|
|
2,522
|
|
|
Accounts receivable:
|
|
|
|
|||
Customers, net of allowances for uncollectible accounts
|
18,097
|
|
|
12,317
|
|
|
Income tax
|
27
|
|
|
489
|
|
|
Other
|
1,152
|
|
|
854
|
|
|
Accrued unbilled utility revenue
|
21,917
|
|
|
16,284
|
|
|
Long-lived assets held-for-sale
|
—
|
|
|
7,768
|
|
|
Materials and supplies
|
1,045
|
|
|
1,088
|
|
|
Prepaid expenses
|
1,980
|
|
|
1,589
|
|
|
|
48,223
|
|
|
42,911
|
|
|
OTHER ASSETS:
|
|
|
|
|||
Investment in California Water Service Group
|
7,514
|
|
|
7,067
|
|
|
Unamortized debt issuance, broker and reacquisition costs
|
5,395
|
|
|
5,226
|
|
|
Regulatory assets, net
|
132,299
|
|
|
130,488
|
|
|
Other
|
5,939
|
|
|
5,060
|
|
|
|
151,147
|
|
|
147,841
|
|
|
|
$
|
1,130,465
|
|
|
1,087,499
|
|
|
June 30,
2013 |
|
December 31,
2012 |
|||
CAPITALIZATION AND LIABILITIES
|
|
|
|
|||
CAPITALIZATION:
|
|
|
|
|||
Shareholders’ equity:
|
|
|
|
|||
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 20,137,090 shares on June 30, 2013 and 18,670,566 on December 31, 2012
|
$
|
10,489
|
|
|
9,724
|
|
Additional paid-in capital
|
62,148
|
|
|
26,117
|
|
|
Retained earnings
|
238,060
|
|
|
236,453
|
|
|
Accumulated other comprehensive income
|
2,574
|
|
|
2,310
|
|
|
Total shareholders’ equity
|
313,271
|
|
|
274,604
|
|
|
Long-term debt, less current portion
|
335,300
|
|
|
335,598
|
|
|
|
648,571
|
|
|
610,202
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|||
Line of credit
|
—
|
|
|
15,300
|
|
|
Current portion of long-term debt
|
540
|
|
|
5,392
|
|
|
Accrued groundwater extraction charges and purchased water
|
10,074
|
|
|
4,755
|
|
|
Purchased power
|
725
|
|
|
317
|
|
|
Accounts payable
|
15,906
|
|
|
8,481
|
|
|
Accrued interest
|
5,342
|
|
|
5,355
|
|
|
Accrued property taxes and other non-income taxes
|
824
|
|
|
1,465
|
|
|
Accrued payroll
|
2,971
|
|
|
3,069
|
|
|
Other current liabilities
|
8,803
|
|
|
4,973
|
|
|
|
45,185
|
|
|
49,107
|
|
|
DEFERRED INCOME TAXES
|
151,628
|
|
|
147,579
|
|
|
UNAMORTIZED INVESTMENT TAX CREDITS
|
1,405
|
|
|
1,434
|
|
|
ADVANCES FOR CONSTRUCTION
|
68,882
|
|
|
68,277
|
|
|
CONTRIBUTIONS IN AID OF CONSTRUCTION
|
128,783
|
|
|
128,466
|
|
|
DEFERRED REVENUE
|
1,224
|
|
|
1,137
|
|
|
POSTRETIREMENT BENEFIT PLANS
|
76,823
|
|
|
73,425
|
|
|
OTHER NONCURRENT LIABILITIES
|
7,964
|
|
|
7,872
|
|
|
COMMITMENTS AND CONTINGENCIES
|
—
|
|
|
—
|
|
|
|
$
|
1,130,465
|
|
|
1,087,499
|
|
|
Six months ended June 30,
|
|||||
|
2013
|
|
2012
|
|||
OPERATING ACTIVITIES:
|
|
|
|
|||
Net income
|
$
|
8,757
|
|
|
6,310
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization
|
18,338
|
|
|
17,368
|
|
|
Deferred income taxes
|
4,200
|
|
|
3,455
|
|
|
Share-based compensation
|
589
|
|
|
283
|
|
|
Gain on sale of real estate investment
|
(1,063
|
)
|
|
—
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|||
Accounts receivable and accrued unbilled utility revenue
|
(11,711
|
)
|
|
(8,723
|
)
|
|
Accounts payable, purchased power and other current liabilities
|
2,266
|
|
|
321
|
|
|
Accrued groundwater extraction charges and purchased water
|
5,319
|
|
|
3,623
|
|
|
Tax receivable and accrued taxes
|
(144
|
)
|
|
3,553
|
|
|
Other current asset
|
—
|
|
|
1,856
|
|
|
Postretirement benefits
|
3,398
|
|
|
2,667
|
|
|
Regulatory asset related to balancing and memorandum accounts
|
(1,811
|
)
|
|
—
|
|
|
Other changes, net
|
(1,099
|
)
|
|
937
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
27,039
|
|
|
31,650
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|||
Additions to utility plant:
|
|
|
|
|||
Company-funded
|
(35,684
|
)
|
|
(40,792
|
)
|
|
Contributions in aid of construction
|
(4,631
|
)
|
|
(1,822
|
)
|
|
Additions to real estate investments
|
(3,453
|
)
|
|
(48
|
)
|
|
Payments for business/asset acquisition and water rights
|
(1,569
|
)
|
|
(1,808
|
)
|
|
Cost to retire utility plant, net of salvage
|
(1,170
|
)
|
|
(92
|
)
|
|
Proceeds from sale of real estate investment
|
8,831
|
|
|
—
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
(37,676
|
)
|
|
(44,562
|
)
|
|
FINANCING ACTIVITIES:
|
|
|
|
|||
Borrowings from line of credit
|
13,300
|
|
|
—
|
|
|
Repayments of line of credit
|
(28,600
|
)
|
|
—
|
|
|
Repayments of long-term borrowings
|
(5,150
|
)
|
|
(460
|
)
|
|
Debt issuance costs
|
—
|
|
|
(33
|
)
|
|
Dividends paid
|
(7,086
|
)
|
|
(6,610
|
)
|
|
Issuance of common stock, net of issuance costs
|
35,894
|
|
|
—
|
|
|
Exercise of stock options and similar instruments
|
366
|
|
|
405
|
|
|
Tax benefits realized from share options exercised
|
95
|
|
|
43
|
|
|
Receipts of advances and contributions in aid of construction
|
4,348
|
|
|
3,118
|
|
|
Refunds of advances for construction
|
(1,047
|
)
|
|
(1,027
|
)
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
12,120
|
|
|
(4,564
|
)
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
1,483
|
|
|
(17,476
|
)
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,522
|
|
|
26,734
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
4,005
|
|
|
9,258
|
|
Cash paid (received) during the period for:
|
|
|
|
|||
Interest
|
$
|
10,487
|
|
|
10,639
|
|
Income taxes
|
1,260
|
|
|
(3,765
|
)
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|||
Increase in accrued payables for construction costs capitalized
|
6,560
|
|
|
6,682
|
|
|
Utility property installed by developers
|
(112
|
)
|
|
107
|
|
|
Increase in real estate investments due to accrued tenant improvements
|
583
|
|
|
—
|
|
|
Accrued intangible assets and other charges related to water supply project in Texas
|
2,218
|
|
|
—
|
|
Note 1.
|
General
|
Note 2.
|
Equity Plans
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Compensation costs charged to income:
|
|
|
|
|
|
|
|
||||||
ESPP
|
$
|
—
|
|
|
—
|
|
|
$
|
58
|
|
|
49
|
|
Restricted stock and deferred restricted stock
|
242
|
|
|
100
|
|
|
531
|
|
|
234
|
|
||
Total compensation costs charged to income
|
$
|
242
|
|
|
100
|
|
|
$
|
589
|
|
|
283
|
|
Excess tax benefits realized from share options exercised and stock issuance:
|
|
|
|
|
|
|
|
||||||
Stock options
|
$
|
—
|
|
|
8
|
|
|
$
|
—
|
|
|
8
|
|
Restricted stock and deferred restricted stock
|
65
|
|
|
35
|
|
|
95
|
|
|
35
|
|
||
Total excess tax benefits realized from share options exercised and stock issuance
|
$
|
65
|
|
|
43
|
|
|
$
|
95
|
|
|
43
|
|
Proceeds from the exercise of stock options and similar instruments:
|
|
|
|
|
|
|
|
||||||
Stock options
|
$
|
—
|
|
|
75
|
|
|
$
|
—
|
|
|
75
|
|
DRSPP
|
21
|
|
|
21
|
|
|
38
|
|
|
52
|
|
||
ESPP
|
—
|
|
|
—
|
|
|
328
|
|
|
278
|
|
||
Total proceeds from the exercise of stock options and similar instruments
|
$
|
21
|
|
|
96
|
|
|
$
|
366
|
|
|
405
|
|
Note 3.
|
Real Estate Investments
|
|
June 30,
2013 |
|
December 31,
2012 |
|||
Land
|
$
|
18,892
|
|
|
18,892
|
|
Buildings and improvements
|
59,047
|
|
|
55,011
|
|
|
Intangibles
|
329
|
|
|
329
|
|
|
Subtotal
|
78,268
|
|
|
74,232
|
|
|
Less: accumulated depreciation and amortization
|
9,839
|
|
|
9,045
|
|
|
Total
|
$
|
68,429
|
|
|
65,187
|
|
Note 4.
|
Defined Benefit Plan
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Service cost
|
$
|
1,239
|
|
|
1,157
|
|
|
$
|
2,478
|
|
|
2,314
|
|
Interest cost
|
1,475
|
|
|
1,450
|
|
|
2,950
|
|
|
2,901
|
|
||
Other cost
|
1,208
|
|
|
1,166
|
|
|
2,416
|
|
|
2,332
|
|
||
Expected return on assets
|
(1,380
|
)
|
|
(1,148
|
)
|
|
(2,760
|
)
|
|
(2,297
|
)
|
||
|
$
|
2,542
|
|
|
2,625
|
|
|
$
|
5,084
|
|
|
5,250
|
|
|
|
|
Fair Value Measurements at June 30, 2013
|
||||||||||||||
|
|
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Asset Category
|
Benchmark
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
$
|
3,868
|
|
|
$
|
3,868
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actively Managed (a):
|
|
|
|
|
|
|
|
|
|
||||||||
All Cap Equity
|
Russell 3000 Value
|
|
256
|
|
|
243
|
|
|
13
|
|
|
—
|
|
||||
U.S. Large Cap Equity
|
Russell 1000, Russell 1000 Growth, Russell 1000 Value
|
|
26,647
|
|
|
26,647
|
|
|
—
|
|
|
—
|
|
||||
U.S. Mid Cap Equity
|
Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value
|
|
4,590
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
||||
U.S. Small Cap Equity
|
Russell 2000, Russell 2000 Growth, Russell 2000 Value
|
|
2,562
|
|
|
2,562
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. Large Cap Equity
|
MSCI EAFE
|
|
4,127
|
|
|
4,127
|
|
|
—
|
|
|
—
|
|
||||
REIT
|
NAREIT - Equity REIT’S
|
|
3,998
|
|
|
—
|
|
|
3,998
|
|
|
—
|
|
||||
Fixed Income (b)
|
(b)
|
|
36,128
|
|
|
—
|
|
|
36,128
|
|
|
—
|
|
||||
Total
|
|
|
$
|
82,176
|
|
|
$
|
42,037
|
|
|
$
|
40,139
|
|
|
$
|
—
|
|
(a)
|
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
|
(b)
|
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
|
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
|
|
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Asset Category
|
Benchmark
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
|
$
|
7,056
|
|
|
$
|
7,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actively Managed (a):
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Equity
|
Russell 1000, Russell 1000 Growth, Russell 1000 Value
|
|
22,749
|
|
|
22,749
|
|
|
—
|
|
|
—
|
|
||||
U.S. Mid Cap Equity
|
Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value
|
|
3,989
|
|
|
3,989
|
|
|
—
|
|
|
—
|
|
||||
U.S. Small Cap Equity
|
Russell 2000, Russell 2000 Growth, Russell 2000 Value
|
|
2,174
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. Large Cap Equity
|
MSCI EAFE
|
|
4,169
|
|
|
4,169
|
|
|
—
|
|
|
—
|
|
||||
REIT
|
NAREIT - Equity REIT’S
|
|
3,792
|
|
|
—
|
|
|
3,792
|
|
|
—
|
|
||||
Fixed Income (b)
|
(b)
|
|
35,091
|
|
|
—
|
|
|
35,091
|
|
|
—
|
|
||||
Total
|
|
|
$
|
79,020
|
|
|
$
|
40,137
|
|
|
$
|
38,883
|
|
|
$
|
—
|
|
(a)
|
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
|
(b)
|
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
|
Note 5.
|
Segment and Nonregulated Business Reporting
|
|
For Three Months Ended June 30, 2013
|
||||||||||||||||||||
|
Water Utility Services
|
|
Real Estate Services
|
|
All Other*
|
|
SJW Corp.
|
||||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
||||||||
Operating revenue
|
$
|
71,457
|
|
|
1,579
|
|
|
1,194
|
|
|
—
|
|
|
71,457
|
|
|
2,773
|
|
|
74,230
|
|
Operating expense
|
54,960
|
|
|
1,353
|
|
|
748
|
|
|
232
|
|
|
54,960
|
|
|
2,333
|
|
|
57,293
|
|
|
Operating income (loss)
|
16,497
|
|
|
226
|
|
|
446
|
|
|
(232
|
)
|
|
16,497
|
|
|
440
|
|
|
16,937
|
|
|
Net income (loss)
|
7,686
|
|
|
108
|
|
|
33
|
|
|
(387
|
)
|
|
7,686
|
|
|
(246
|
)
|
|
7,440
|
|
|
Depreciation and amortization
|
8,264
|
|
|
92
|
|
|
387
|
|
|
—
|
|
|
8,264
|
|
|
479
|
|
|
8,743
|
|
|
Senior note, mortgage and other interest expense
|
4,146
|
|
|
—
|
|
|
265
|
|
|
545
|
|
|
4,146
|
|
|
810
|
|
|
4,956
|
|
|
Income tax expense (benefit) in net income
|
5,379
|
|
|
57
|
|
|
47
|
|
|
(292
|
)
|
|
5,379
|
|
|
(188
|
)
|
|
5,191
|
|
|
Assets
|
$
|
1,034,842
|
|
|
16,596
|
|
|
71,300
|
|
|
7,727
|
|
|
1,034,842
|
|
|
95,623
|
|
|
1,130,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Three Months Ended June 30, 2012
|
||||||||||||||||||||
|
Water Utility Services
|
|
Real Estate Services
|
|
All Other*
|
|
SJW Corp.
|
||||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
||||||||
Operating revenue
|
$
|
62,902
|
|
|
1,422
|
|
|
1,251
|
|
|
—
|
|
|
62,902
|
|
|
2,673
|
|
|
65,575
|
|
Operating expense
|
49,997
|
|
|
1,159
|
|
|
827
|
|
|
7
|
|
|
49,997
|
|
|
1,993
|
|
|
51,990
|
|
|
Operating income (loss)
|
12,905
|
|
|
263
|
|
|
424
|
|
|
(7
|
)
|
|
12,905
|
|
|
680
|
|
|
13,585
|
|
|
Net income (loss)
|
5,364
|
|
|
107
|
|
|
(51
|
)
|
|
(219
|
)
|
|
5,364
|
|
|
(163
|
)
|
|
5,201
|
|
|
Depreciation and amortization
|
7,768
|
|
|
90
|
|
|
468
|
|
|
—
|
|
|
7,768
|
|
|
558
|
|
|
8,326
|
|
|
Senior note, mortgage and other interest expense
|
4,115
|
|
|
—
|
|
|
391
|
|
|
544
|
|
|
4,115
|
|
|
935
|
|
|
5,050
|
|
|
Income tax expense (benefit) in net income
|
3,658
|
|
|
108
|
|
|
(35
|
)
|
|
(174
|
)
|
|
3,658
|
|
|
(101
|
)
|
|
3,557
|
|
|
Assets
|
$
|
954,955
|
|
|
13,016
|
|
|
79,290
|
|
|
7,986
|
|
|
954,955
|
|
|
100,292
|
|
|
1,055,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Six Months Ended June 30, 2013
|
||||||||||||||||||||
|
Water Utility Services
|
|
Real Estate Services
|
|
All Other*
|
|
SJW Corp.
|
||||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
||||||||
Operating revenue
|
$
|
119,255
|
|
|
2,665
|
|
|
2,449
|
|
|
—
|
|
|
119,255
|
|
|
5,114
|
|
|
124,369
|
|
Operating expense
|
96,585
|
|
|
3,035
|
|
|
1,558
|
|
|
481
|
|
|
96,585
|
|
|
5,074
|
|
|
101,659
|
|
|
Operating income (loss)
|
22,670
|
|
|
(370
|
)
|
|
891
|
|
|
(481
|
)
|
|
22,670
|
|
|
40
|
|
|
22,710
|
|
|
Net income (loss)
|
9,286
|
|
|
(400
|
)
|
|
669
|
|
|
(798
|
)
|
|
9,286
|
|
|
(529
|
)
|
|
8,757
|
|
|
Depreciation and amortization
|
16,586
|
|
|
180
|
|
|
793
|
|
|
—
|
|
|
16,586
|
|
|
973
|
|
|
17,559
|
|
|
Senior note, mortgage and other interest expense
|
8,298
|
|
|
—
|
|
|
585
|
|
|
1,095
|
|
|
8,298
|
|
|
1,680
|
|
|
9,978
|
|
|
Income tax expense (benefit) in net income
|
6,301
|
|
|
(87
|
)
|
|
507
|
|
|
(600
|
)
|
|
6,301
|
|
|
(180
|
)
|
|
6,121
|
|
|
Assets
|
$
|
1,034,842
|
|
|
16,596
|
|
|
71,300
|
|
|
7,727
|
|
|
1,034,842
|
|
|
95,623
|
|
|
1,130,465
|
|
|
For Six Months Ended June 30, 2012
|
||||||||||||||||||||
|
Water Utility Services
|
|
Real Estate Services
|
|
All Other*
|
|
SJW Corp.
|
||||||||||||||
|
Regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Non
regulated
|
|
Regulated
|
|
Non
regulated
|
|
Total
|
||||||||
Operating revenue
|
$
|
111,726
|
|
|
2,496
|
|
|
2,502
|
|
|
—
|
|
|
111,726
|
|
|
4,998
|
|
|
116,724
|
|
Operating expense
|
92,347
|
|
|
1,907
|
|
|
1,673
|
|
|
487
|
|
|
92,347
|
|
|
4,067
|
|
|
96,414
|
|
|
Operating income (loss)
|
19,379
|
|
|
589
|
|
|
829
|
|
|
(487
|
)
|
|
19,379
|
|
|
931
|
|
|
20,310
|
|
|
Net income (loss)
|
6,818
|
|
|
267
|
|
|
(86
|
)
|
|
(689
|
)
|
|
6,818
|
|
|
(508
|
)
|
|
6,310
|
|
|
Depreciation and amortization
|
15,554
|
|
|
181
|
|
|
899
|
|
|
—
|
|
|
15,554
|
|
|
1,080
|
|
|
16,634
|
|
|
Senior note, mortgage and other interest expense
|
8,252
|
|
|
—
|
|
|
785
|
|
|
1,088
|
|
|
8,252
|
|
|
1,873
|
|
|
10,125
|
|
|
Income tax expense (benefit) in net income
|
4,704
|
|
|
233
|
|
|
(59
|
)
|
|
(522
|
)
|
|
4,704
|
|
|
(348
|
)
|
|
4,356
|
|
|
Assets
|
$
|
954,955
|
|
|
13,016
|
|
|
79,290
|
|
|
7,986
|
|
|
954,955
|
|
|
100,292
|
|
|
1,055,247
|
|
Note 6.
|
Long-Term Liabilities
|
Note 7.
|
Fair Value Measurement
|
|
Fair Value Measurements at June 30, 2013
|
|||||||||||
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||
|
|
|
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|||||
Investment in California Water Service Group
|
$
|
7,514
|
|
|
7,514
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
|
Fair Value Measurements at December 31, 2012
|
|||||||||||
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||
|
|
|
|
|
|
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|||||
Investment in California Water Service Group
|
$
|
7,067
|
|
|
7,067
|
|
|
—
|
|
|
—
|
|
Note 8.
|
Balancing and Memorandum Account Recovery Procedures
|
Note 9.
|
Legal Proceedings
|
Note 10.
|
Sale of Stock
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
% for Six Months Ended
June 30, 2013
of SJW Land Company
|
||||
Description
|
|
Location
|
|
Acreage
|
|
Square Footage
|
|
Revenue
|
|
Expense
|
||
2 Commercial buildings
|
|
San Jose, California
|
|
2
|
|
28,000
|
|
14
|
%
|
|
12
|
%
|
Warehouse building *
|
|
Windsor, Connecticut
|
|
17
|
|
170,000
|
|
3
|
%
|
|
2
|
%
|
Retail building
|
|
El Paso, Texas
|
|
2
|
|
14,000
|
|
6
|
%
|
|
2
|
%
|
Warehouse building
|
|
Phoenix, Arizona
|
|
11
|
|
176,000
|
|
17
|
%
|
|
12
|
%
|
Warehouse building
|
|
Knoxville, Tennessee
|
|
30
|
|
361,500
|
|
20
|
%
|
|
14
|
%
|
Commercial building
|
|
Knoxville, Tennessee
|
|
15
|
|
135,000
|
|
40
|
%
|
|
58
|
%
|
Undeveloped land
|
|
Knoxville, Tennessee
|
|
10
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
Undeveloped land
|
|
San Jose, California
|
|
5
|
|
N/A
|
|
N/A
|
|
|
N/A
|
|
*
|
On February 1, 2013, SJW Land Company closed the sale of its Connecticut warehouse building. Revenue and expense amounts are through the sale closing date. Expense amount excludes the gain on sale of property.
|
(1)
|
Regional regulated water utility operations.
|
(2)
|
Regional nonregulated water utility related services provided in accordance with the guidelines established by the CPUC in California and the Texas Commission on Environmental Quality (“TCEQ”) in Texas.
|
(3)
|
Out-of-region water and utility related services.
|
|
Operating Revenue by Segment
|
||||||||||||
Three months ended June 30,
|
|
Six months ended June 30,
|
|||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Water Utility Services
|
$
|
73,036
|
|
|
64,324
|
|
|
$
|
121,920
|
|
|
114,222
|
|
Real Estate Services
|
1,194
|
|
|
1,251
|
|
|
2,449
|
|
|
2,502
|
|
||
|
$
|
74,230
|
|
|
65,575
|
|
|
$
|
124,369
|
|
|
116,724
|
|
|
Three months ended
June 30,
2013 vs. 2012
|
|
Six months ended
June 30,
2013 vs. 2012
|
||||||||||
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||||
Water Utility Services:
|
|
|
|
|
|
|
|
||||||
Consumption changes
|
$
|
5,402
|
|
|
8
|
%
|
|
$
|
1,962
|
|
|
2
|
%
|
New customers increase
|
362
|
|
|
1
|
%
|
|
590
|
|
|
1
|
%
|
||
Rate increases
|
2,218
|
|
|
3
|
%
|
|
2,531
|
|
|
2
|
%
|
||
Balancing and memorandum accounts
|
730
|
|
|
1
|
%
|
|
2,615
|
|
|
2
|
%
|
||
Real Estate Services
|
(57
|
)
|
|
—
|
%
|
|
(53
|
)
|
|
—
|
%
|
||
|
$
|
8,655
|
|
|
13
|
%
|
|
$
|
7,645
|
|
|
7
|
%
|
|
Operating Expense by Segment
|
||||||||||||
Three months ended June 30,
|
|
Six months ended June 30,
|
|||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Water Utility Services
|
$
|
56,313
|
|
|
51,156
|
|
|
$
|
99,620
|
|
|
94,254
|
|
Real Estate Services
|
748
|
|
|
827
|
|
|
1,558
|
|
|
1,673
|
|
||
All Other
|
232
|
|
|
7
|
|
|
481
|
|
|
487
|
|
||
|
$
|
57,293
|
|
|
51,990
|
|
|
$
|
101,659
|
|
|
96,414
|
|
|
Three months ended
June 30,
2013 vs. 2012
|
|
Six months ended
June 30,
2013 vs. 2012
|
||||||||||
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||||
Water production costs:
|
|
|
|
|
|
|
|
||||||
Change in surface water use
|
$
|
912
|
|
|
2
|
%
|
|
$
|
(1,028
|
)
|
|
(1
|
)%
|
Change in usage and new customers
|
2,292
|
|
|
4
|
%
|
|
1,451
|
|
|
1
|
%
|
||
Purchased water and groundwater extraction charge and energy price increase
|
1,928
|
|
|
4
|
%
|
|
2,872
|
|
|
3
|
%
|
||
Total water production costs
|
5,132
|
|
|
10
|
%
|
|
3,295
|
|
|
3
|
%
|
||
Administrative and general
|
(661
|
)
|
|
(1
|
)%
|
|
285
|
|
|
—
|
%
|
||
Maintenance
|
300
|
|
|
—
|
%
|
|
511
|
|
|
1
|
%
|
||
Property taxes and other non-income taxes
|
115
|
|
|
—
|
%
|
|
229
|
|
|
—
|
%
|
||
Depreciation and amortization
|
417
|
|
|
1
|
%
|
|
925
|
|
|
1
|
%
|
||
|
$
|
5,303
|
|
|
10
|
%
|
|
$
|
5,245
|
|
|
5
|
%
|
|
Three months ended June 30,
|
|
Increase/
(decrease)
|
|
% Change
|
|
Six months ended June 30,
|
|
Increase/
(decrease)
|
|
% Change
|
||||||||||||
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|||||||||||||||
Purchased water
|
8,277
|
|
|
8,737
|
|
|
(460
|
)
|
|
(4
|
)%
|
|
12,840
|
|
|
15,487
|
|
|
(2,647
|
)
|
|
(12
|
)%
|
Groundwater
|
5,109
|
|
|
3,264
|
|
|
1,845
|
|
|
14
|
%
|
|
7,623
|
|
|
5,061
|
|
|
2,562
|
|
|
12
|
%
|
Surface water
|
403
|
|
|
831
|
|
|
(428
|
)
|
|
(3
|
)%
|
|
1,637
|
|
|
1,180
|
|
|
457
|
|
|
2
|
%
|
Reclaimed water
|
229
|
|
|
162
|
|
|
67
|
|
|
1
|
%
|
|
265
|
|
|
214
|
|
|
51
|
|
|
—
|
%
|
|
14,018
|
|
|
12,994
|
|
|
1,024
|
|
|
8
|
%
|
|
22,365
|
|
|
21,942
|
|
|
423
|
|
|
2
|
%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
|
SJW CORP.
|
|
|
|
|
|
DATE:
|
August 7, 2013
|
By:
|
|
/s/ JAMES P. LYNCH
|
|
|
|
|
James P. Lynch
|
|
|
|
|
Chief Financial Officer and Treasurer
(Principal financial officer)
|
(1)
|
Filed currently herewith.
|
(2)
|
Management contract or compensatory plan or agreement.
|
I.
|
PURPOSE OF THE PLAN
|
II.
|
STRUCTURE OF THE PLAN
|
III.
|
ADMINISTRATION OF THE PLAN
|
IV.
|
ELIGIBILITY
|
V.
|
STOCK SUBJECT TO THE PLAN
|
I.
|
OPTION TERMS
|
II.
|
INCENTIVE OPTIONS
|
III.
|
STOCK APPRECIATION RIGHTS
|
IV.
|
CHANGE IN CONTROL
|
V.
|
PROHIBITION ON REPRICING PROGRAMS
|
I.
|
STOCK ISSUANCE TERMS
|
II.
|
CHANGE IN CONTROL
|
I.
|
INCENTIVE BONUS TERMS
|
II.
|
CHANGE IN CONTROL
|
I.
|
DEFERRED COMPENSATION
|
II.
|
TAX WITHHOLDING
|
III.
|
SHARE ESCROW/LEGENDS
|
IV.
|
TERM OF THE PLAN AND EFFECT OF RESTATEMENT
|
V.
|
AMENDMENT OF THE PLAN
|
VI.
|
USE OF PROCEEDS
|
VII.
|
REGULATORY APPROVALS
|
VIII.
|
NO EMPLOYMENT/SERVICE RIGHTS
|
Participant
|
_______________________
|
Award Date:
|
_______________________
|
Number of Shares Subject to Award:
|
________ shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in full upon Participant’s continuation in Board service through the day immediately preceding the date of the first annual meeting of the Corporation's shareholders following the Award Date specified above. However, the Shares may vest in full on an accelerated basis in accordance with the provisions of Paragraphs 3 and 5 of this Agreement. In no event shall any Shares vest after the date of Participant’s termination of Board service.
|
Issuance Schedule
|
Each Share in which the Participant vests in accordance with the foregoing Vesting Schedule or pursuant to the vesting acceleration provisions of Paragraph 3 or 5 of this Agreement shall be issued on the date that Share vests or as soon thereafter as administratively practicable, but in no event
later
than the later of (i) the close of the calendar year in which that Share vests or (ii) the fifteenth day of the third calendar month following such vesting date (the “Issuance Date”).
|
|
SJW CORP.
|
|
|
|
|
|
|
By:
|
______________________________________
|
|
|
|
|
|
|
|
PARTICIPANT
|
|
|
|
|
Signature:
|
______________________________________
|
|
|
|
|
|
|
Address:
|
______________________________________
|
|
|
|
______________________________________
|
|
|
|
______________________________________
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 7, 2013
|
/s/ W. RICHARD ROTH
|
|
|
W. Richard Roth
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
(Principal executive officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of SJW Corp. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 7, 2013
|
/s/ JAMES P. LYNCH
|
|
|
James P. Lynch
|
|
|
Chief Financial Officer and Treasurer
|
|
|
(Principal financial officer)
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. RICHARD ROTH
|
|
W. Richard Roth
|
|
Chairman, President and Chief Executive Officer
|
|
(Principal executive officer)
|
|
August 7, 2013
|
|
(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ JAMES P. LYNCH
|
|
James P. Lynch
|
|
Chief Financial Officer and Treasurer
|
|
(Principal financial officer)
|
|
August 7, 2013
|
|