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) April 25, 2012
 

SJW Corp.
(Exact name of registrant as specified in its charter)
 

California
 
1-8966
 
77-0066628
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
 
110 W. Taylor Street, San Jose, California
 
95110
(Address of principal executive offices)
 
(Zip Code)
(408) 279-7800
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
 
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 14a-12 under the Exchange 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 April 25, 2012, SJW Corp. (the “Company”) announced its financial results for the quarter ended March 31, 2012. A copy of the press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference

1


Item 5.07
Submission of Matters to a Vote of Security Holders.

At the 2012 Annual Meeting of Shareholders of SJW Corp. held on April 25, 2012, (i) the eight individuals listed below were elected to the Board of Directors, and (ii) the appointment of KPMG LLP as the independent registered public accounting firm for 2012 was ratified, each by the votes set forth below:

Proposal 1:
Election of Directors:
Name of Director
In Favor
Withheld
Broker Non-Votes
Katharine Armstrong
10,667,526

2,562,884

3,091,406

Walter J. Bishop
13,057,009

173,401

3,091,406

Mark L. Cali
10,686,727

2,543,683

3,091,406

Douglas R. King
10,685,913

2,544,497

3,091,406

Ronald B. Moskovitz
13,070,656

159,754

3,091,406

George E. Moss
13,046,304

184,106

3,091,406

W. Richard Roth
12,939,525

290,885

3,091,406

Robert A. Van Valer
13,070,030

160,380

3,091,406


Proposal 2:
Ratification of Appointment of Independent Registered Public Accounting Firm:
 
In Favor
Against
Abstain
Broker Non-Votes
16,168,717
124,056
29,043
0

Item 9.01:
Financial Statements and Exhibits.

(d)
Exhibits
Exhibit
Number
Description of Document
99.1
Press Release issued by SJW Corp., dated April 25, 2012 Announcing the 2012 First Quarter Financial Results.

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: April 25, 2012
/s/ James P. Lynch_________________________
 
James P. Lynch, Chief Financial Officer and Treasurer

Exhibit
Number
Description of Document
99.1
Press Release issued by SJW Corp., dated April 25, 2012 Announcing the 2012 First Quarter Financial Results.


2


EXHIBIT 99.1
SJW CORP. ANNOUNCES
FIRST QUARTER FINANCIAL RESULTS

Board Declares Quarterly Dividend on Common Stock

SAN JOSE, CA, April 25, 2012 – SJW Corp. (NYSE: SJW) today reported financial results for the first quarter ended March 31, 2012. Operating revenue was $51.2 million in the quarter compared to $43.7 million in 2011. The $7.5 million increase in revenue reflects higher customer water usage of $4.7 million, cumulative rate increases of $2.5 million and $178,000 from new customers compared to a year ago. In addition, the Company earned $144,000 in higher revenue from real estate operations.

Net income was $1.1 million and diluted earnings per common share were $0.06, compared to $610,000 and $0.03 per share, respectively, in the first quarter of 2011.

Water production costs for the quarter ended March 31, 2012 were $20.1 million compared to $15.5 million in 2011, an increase of $4.6 million. The increase in water production costs is primarily attributable to $2.3 million in higher customer water usage, $1.3 million in higher per unit costs for purchased water and groundwater extraction charges and $1.0 million in higher costs due to a decrease in available surface water supply.

Operating expenses, excluding water production costs, for the first quarter were $24.3 million compared to $22.6 million in 2011. The increase of $1.7 million reflects an additional $912,000 in administrative and general expenses, $514,000 of depreciation expense, and $348,000 in taxes other than income tax, partially offset by a decrease of $59,000 in maintenance expenses. Income tax expense for the first quarter increased to $799,000 in 2012 from $433,000 in 2011 as a result of higher pre-tax income.

The Directors of SJW Corp. today declared a quarterly dividend on common stock of $0.1775 per share. The dividend is payable on June 1, 2012 to shareholders of record on May 7, 2012.

SJW Corp. is a publicly traded holding company headquartered in San Jose, California. SJW Corp. is the parent company of San Jose Water Company, SJWTX, Inc., Texas Water Alliance Limited, and SJW Land Company. Together, San Jose Water Company and SJWTX, Inc. provide regulated and nonregulated water service to more than one million people in San Jose, California and nearby communities and in Canyon Lake, Texas and nearby communities. SJW Land Company owns and operates commercial real estate investments.

This press release may contain certain forward-looking statements including but not limited to statements relating to SJW Corp.'s plans, strategies, objectives, expectations and intentions, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of SJW Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The results for a quarter are not indicative of results for a full year due to seasonality and other factors. Certain factors that may cause actual results, performance or achievements to materially differ are described in SJW Corp.'s most recent reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. SJW Corp. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.











SJW Corp.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands, except per share data)
 
 
THREE MONTHS ENDED
 
MARCH 31,
 
2012

2011

 
 
 
OPERATING REVENUE
$
51,149

43,696

OPERATING EXPENSE:
 
 
Production Costs:
 
 
Purchased water
13,577

7,416

Power
865

1,014

Groundwater extraction charge
2,946

4,508

Other production costs
2,756

2,592

Total production costs
20,144

15,530

 
 
 
Administrative and general
10,548

9,636

Maintenance
2,989

3,048

Taxes other than income
2,435

2,087

Depreciation and amortization
8,308

7,794

Total operating expense
44,424

38,095

 
 
 
OPERATING INCOME
6,725

5,601

 
 
 
Interest on long-term debt and other
(4,817
)
(4,558
)
 
 
 
Income before income taxes
$
1,908

1,043

 
 
 
Provision for income taxes
799

433

 
 
 
NET INCOME
$
1,109

610

 
 
 
Other comprehensive loss, net
(11
)
(11
)
 
 
 
COMPREHENSIVE INCOME
$
1,098

599

 
 
 
 
 
 
Earnings per share
 
 
-Basic
$
0.06

0.03

-Diluted
$
0.06

0.03

 
 
 
Dividend per share
$
0.18

0.17

 
 
 
Weighted average shares outstanding
 
 
-Basic
18,612

18,570

-Diluted
18,821

18,775




SJW Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
 
March 31,

December 31,

ASSETS
2012

2011

UTILITY PLANT:
 
 
Land
$
8,893

8,852

Depreciable plant and equipment
1,085,972

1,070,016

Construction in progress
24,177

18,527

Intangible assets
15,549

14,732

Total utility plant
1,134,591

1,112,127

Less accumulated depreciation and amortization
364,526

355,914

Net utility plant
770,065

756,213

 
 
 
REAL ESTATE INVESTMENT:
89,099

89,099

Less accumulated depreciation and amortization
10,991

10,557

Net real estate investment
78,108

78,542

CURRENT ASSETS:
 
 
Cash and equivalents
19,261

26,734

Accounts receivable and accrued unbilled utility revenue
32,763

33,853

Prepaid expenses and other
7,346

8,328

Total current assets
59,370

68,915

OTHER ASSETS:
 
 
Investment in California Water Service Group
7,013

7,032

Debt issuance costs, net of accumulated amortization
4,778

4,865

Regulatory assets, net
119,248

119,248

Other
3,862

3,995

 
134,901

135,140

 
$
1,042,444

1,038,810

CAPITALIZATION AND LIABILITIES
 
 
CAPITALIZATION:
 
 
Common stock
$
9,698

9,684

Additional paid-in capital
24,992

24,552

Retained earnings
225,264

227,494

Accumulated other comprehensive income
2,263

2,274

Total shareholders’ equity
262,217

264,004

Long-term debt, less current portion
343,617

343,848

Total capitalization
605,834

607,852

CURRENT LIABILITIES:
 
 
Current portion of long-term debt
828

838

Accrued groundwater extraction charge,
 
 
    purchased water and purchased power
5,634

6,212

Accounts payable
10,798

7,417

Accrued interest
5,540

5,376

Other current liabilities
9,170

8,445

Total current liabilities
31,970

28,288

 
 
 
DEFERRED INCOME TAXES AND CREDITS
135,300

135,036

ADVANCES FOR CONSTRUCTION AND
 
 
   CONTRIBUTIONS IN AID OF CONSTRUCTION
190,503

190,668

POSTRETIREMENT BENEFIT PLANS
70,337

68,855

OTHER NONCURRENT LIABILITIES
8,500

8,111

 
$
1,042,444

1,038,810