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) July 29, 2003 ------------- SJW Corp. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) ---------------------------------------------------------------- California 1-8966 77-0066628 ---------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 374 W. Santa Clara Street, San Jose, California 95196 ---------------------------------------------------------------- (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) Item 7. Financial Statements and Exhibits. c) Exhibits. The following document is filed as an exhibit to this report: 99.1 Press Release issued by SJW Corp. dated July 29, 2003. Item 12. Results of Operations and Financial Condition The information contained in this Item 12 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 29, 2003, SJW Corp. announced its financial results for the second quarter ended June 30, 2003. A copy of the press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference. 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. July 29, 2003 /s/ Angela Yip -------------- Angela Yip, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description of Document ------- ----------------------- 99.1 Press Release issued by SJW Corp., dated July 29, 2003. PRESS RELEASE EXHIBIT 99.1 Wire Release - National Circuit For Release at 5:00 P.M. (Pacific Time) July 29, 2003 Richard Balocco (408) 279-7933 San Jose, California V.P.- Corporate Communication SJW CORP. (AMEX: SJW) ANNOUNCES SECOND QUARTER FINANCIAL RESULTS SAN JOSE, CA, July 29, 2003 - SJW Corp. (AMEX:SJW) basic earnings per common share for the quarter ended June 30, 2003 were $1.46, compared to $1.31 for the same quarter in 2002. Operating revenue for the second quarter was $37,968,000 versus $38,696,000 for the same period in 2002. The decrease of $728,000 was primarily attributable to an 8% weather related decrease in customer consumption that was partially offset by a 4% rate increase in San Jose Water Company. Total water production costs, which consist of purchased water, power and pump taxes, decreased $3,114,000, or 18% from the second quarter of 2002. The decrease was primarily attributable to an approximate 8%, or $2,120,000, decrease in customer consumption, and an increase in the availability of less costly surface water which contributed $1,285,000 to the overall reduction in water production costs. Total quarterly operating expenses, excluding water production costs and income taxes, increased $1,436,000 or 11% from 2002. SJW Corp. experienced increases principally of: $330,000 in salaries and related costs, $275,000 in pension costs primarily as a result of the decline in market value of retirement trust assets, $329,000 in depreciation expense primarily on added utility plant, $116,000 in legal and professional fees and $356,000 in insurance related costs. Income tax expense for the second quarter of 2003 was higher in comparison to the same period of 2002 due to higher earnings in 2003. Year-to-date earnings per common share were $3.19 compared to $1.88 for the same period in 2002. The increase in year-to- date earnings was mainly due to the sale of a SJW Land Company property in the first quarter of 2003, which resulted in an after-tax gain of $3,030,000, or $1.00 per share. The remaining increase in operating net income was due to similar reasons as explained above. Other comprehensive income of $1,538,000 and $2,901,000, respectively, for the three months and six months ended June 30, 2003, was a result of an increase in the market value of the investment in California Water Service Group. At its meeting today, the Board of Directors of SJW Corp. declared a quarterly dividend on common stock of $0.7275 per share. The dividend is payable on September 1, 2003 to shareholders of record on August 11, 2003. SJW Corp. is a publicly traded holding company headquartered in San Jose, California. SJW Corp., through its subsidiary San Jose Water Company, provides water service to a population of approximately one million people in the City of San Jose and nearby communities. 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. 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 Income and Comprehensive Income (Unaudited) (thousands of dollars, except share data) Three Months Six Months Twelve Months Ended June 30 Ended June 30 Ended June 30 2003 2002 2003 2002 2003 2002 ----------------- ----------------- ------------------ Operating revenue $37,968 38,696 $65,759 66,414 $144,996 141,888 Operating expense: Operation: Purchased Water 8,873 10,619 14,920 16,306 36,842 34,838 Power 1,376 1,848 2,113 3,188 5,730 8,227 Pump Tax 4,201 5,097 6,269 8,714 16,504 20,781 Other 7,259 6,265 14,021 12,218 26,940 22,710 Maintenance 1,903 1,984 3,676 3,975 7,567 7,676 Property taxes and other nonincome taxes 1,222 1,028 2,491 2,178 4,750 4,396 Depreciation and Amortization 3,825 3,496 7,565 7,002 14,576 13,634 Income taxes 3,053 2,639 4,472 3,741 10,389 8,584 ---------------------------------------------------------- Total operating expense 31,712 32,976 55,527 57,322 123,298 120,846 Operating income 6,256 5,720 10,232 9,092 21,698 21,042 Other income (expense): Gain on sale of nonutility property, net of tax - - 3,030 - 3,030 - Long-term debt interest and other, net (1,830) (1,729) (3,554) (3,352) (6,527) (6,133) ---------------------------------------------------------- Net income $ 4,426 3,991 $ 9,708 5,740 $ 18,201 14,909 ========================================================== Other comprehensive income (loss), net 1,538 (260) 2,901 (357) 1,575 (635) ---------------------------------------------------------- Comprehensive income $ 5,964 3,731 $ 12,609 5,383 $ 19,776 14,274 ========================================================== Basic and diluted earnings per share $ 1.46 1.31 $ 3.19 1.88 $ 5.98 4.90 Basic and diluted comprehensive income per share $ 1.96 1.23 $ 4.14 1.77 $ 6.49 4.69 Dividends per share $ 0.73 0.69 $ 1.46 1.38 $ 2.84 2.69 Basic and diluted weighted average shares outstanding 3,045,147 3,045,147 3,045,147 3,045,147 3,045,147 3,045,147 SJW Corp. Condensed Consolidated Balance Sheets (Unaudited) (thousands of dollars) June 30 December 31 2003 2002 -------------------------------- ASSETS Utility Plant $563,228 $541,919 Less accumulated depreciation and amortization 168,798 161,576 -------------------------------- Net utility plant 394,430 380,343 Nonutility property, net 25,659 10,487 Current assets: Cash and equivalents - 324 Accounts receivable and accrued utility revenue 21,029 16,721 Prepaid expenses and other 1,296 1,654 ------------------------------- Total current assets 22,325 18,699 Other assets: Investment in California Water Service Group 30,931 26,014 Investment in joint venture 1,163 1,144 Regulatory assets 6,996 6,013 Other 11,053 10,523 -------------------------------- $492,557 $453,223 ================================ CAPITALIZATION AND LIABILITIES Capitalization: Common stock and additional paid-in capital $ 21,891 $ 21,873 Retained earnings 133,521 128,242 Accumulated other comprehensive income 6,285 3,384 -------------------------------- Shareholders' equity 161,697 153,499 Long-term debt 119,798 110,000 -------------------------------- Total capitalization 281,495 263,499 Current Liabilities: Bank overdraft 69 - Line of credit 6,300 11,450 Accounts payable 11,582 3,525 Other current liabilities 11,769 8,625 -------------------------------- Total current liabilities 29,720 23,600 Deferred income taxes and credits 36,370 29,704 Advances for and contributions in aid of construction 133,765 126,714 Other noncurrent liabilities 11,207 9,706 ------------------------------- $492,557 $453,223 ===============================