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) October 28, 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) Registrant's telephone number, including area code (408) 279-7800 ----------------------- 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 October 28, 2003. Item 9. Regulation FD Disclosure. The information contained in this Item 9 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 October 28, 2003, SJW Corp. announced its financial results for the third quarter ended September 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. ----------------------------- October 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 October 28, 2003. PRESS RELEASE EXHIBIT 99.1 Wire Release - National Circuit For Release at 5:00 P.M. (Pacific Time) Page 1 of 5 October 28, 2003 Richard Balocco (408) 279-7933 San Jose, California V.P. Corporate Communication SJW CORP. (AMEX: SJW) ANNOUNCES THIRD QUARTER FINANCIAL RESULTS SAN JOSE, CA, October 28, 2003 - SJW Corp. (AMEX:SJW) basic earnings per common share for the quarter ended September 30, 2003 were $1.96, compared to $1.90 for the same quarter in 2002. Customer demand and water production in the third quarter of 2003 approximated those during the same period in 2002. Operating revenue for the third quarter was $49,334,000 versus $46,153,000 for the same period in 2002, representing an increase of $3,181,000 or 7%. San Jose Water Company contributed $2,806,000 of the total revenue increase, which was primarily attributable to cumulative rate increases of approximately 8%. Total water production costs consisting of purchased water, power and pump taxes, increased $1,149,000, or 5% from the third quarter of 2002. The increase was primarily attributable to increases to the cost of purchased water and pump tax of $2,114,000, which was partially offset by a greater availability of less costly surface water of $505,000, and lower energy costs of $202,000. Total quarterly operating expenses, excluding water production costs and income taxes, increased $1,449,000 or 11% from 2002. SJW Corp. experienced increases principally of: $255,000 in salaries and related costs, $283,000 in pension costs primarily as a result of the decline in market value of retirement trust assets, $327,000 in depreciation expense primarily on added utility plant, $298,000 in taxes other than income taxes and $235,000 in insurance related costs. Income tax expense for the third 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 $5.15 compared to $3.78 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 the reasons explained above. SJW Corp. incurred a net of tax other comprehensive loss of $1,499,000 and a net of tax other comprehensive income of $1,402,000, respectively, for the three months and nine months ended September 30, 2003, due to changes 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 December 1, 2003 to shareholders of record on November 10, 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 Nine Months Twelve Months Ended Sept 30 Ended Sept 30 Ended Sept 30 2003 2002 2003 2002 2003 2002 ----------------- ----------------- ----------------- Operating revenue $49,334 46,153 $115,093 112,567 $148,178 143,859 Operating expense: Operation: Purchased Water 13,371 12,868 28,291 29,174 37,345 36,081 Power 2,147 2,308 4,260 5,496 5,568 8,339 Pump Tax 7,498 6,691 13,767 15,405 17,312 20,308 Other 7,194 6,603 21,215 18,821 27,538 23,839 Maintenance 2,069 1,836 5,745 5,811 7,801 7,682 Property taxes and other nonincome taxes 1,313 1,015 3,804 3,192 5,041 4,300 Depreciation and amortization 3,831 3,504 11,396 10,507 14,902 13,819 Income taxes 4,024 3,931 8,496 7,672 10,482 9,000 --------------------------------------------------------- Total operating expense 41,447 38,756 96,974 96,078 125,989 123,368 --------------------------------------------------------- Operating income 7,887 7,397 18,119 16,489 22,189 20,491 Other income (expense): Gain on sale of non- utility property, net of tax - - 3,030 - 3,030 - Long-term debt interest and other, net (1,920) (1,621) (5,474) (4,973) (6,827) (6,202) --------------------------------------------------------- Net income $ 5,967 5,776 $15,675 11,516 $ 18,392 14,289 ========================================================= Other comprehensive income (loss), net (1,499) 214 1,402 (143) (138) (1,297) --------------------------------------------------------- Comprehensive income $ 4,468 5,990 $ 17,077 11,373 $ 18,254 12,992 ========================================================= Earnings per share - Basic $ 1.96 1.90 $ 5.15 3.78 $ 6.04 4.69 - Diluted $ 1.96 1.90 $ 5.14 3.78 $ 6.04 4.69 Comprehensive income per share - Basic $ 1.47 1.97 $ 5.61 3.73 $ 5.99 4.27 - Diluted $ 1.46 1.97 $ 5.60 3.73 $ 5.99 4.27 Dividends per share $ 0.72 0.69 $ 2.18 2.07 $ 2.87 2.72 Weighted average Shares outstanding - Basic 3,045,147 3,045,147 3,045,147 3,045,147 3,045,147 3,045,147 - Diluted 3,050,944 3,045,147 3,047,079 3,045,147 3,046,596 3,045,147 SJW Corp. Condensed Consolidated Balance Sheets (Unaudited) (thousands of dollars) Sept 30 Dec 31 2003 2002 ASSETS -------- -------- Utility Plant $570,822 $541,919 Less accumulated depreciation and amortization 172,370 161,576 -------- -------- Net utility plant 398,452 380,343 Nonutility property, net 25,516 10,487 Current assets: Cash and equivalents 13,625 324 Accounts receivable and accrued utility revenue 24,386 16,721 Prepaid expenses and other 2,080 1,654 -------- --------- Total current assets 40,091 18,699 Other assets: Investment in California Water Service Group 28,390 26,014 Investment in joint venture 1,165 1,144 Regulatory assets 7,002 6,013 Other 11,296 10,523 -------- ------- $511,912 $453,223 ======== ======== CAPITALIZATION AND LIABILITIES Capitalization: Common stock and additional paid-in capital $ 22,647 $ 21,873 Retained earnings 137,272 128,242 Accumulated other comprehensive income 4,786 3,384 -------- ------- Shareholders' equity 164,705 153,499 Long-term debt 139,798 110,000 -------- ------- Total capitalization 304,503 263,499 Current Liabilities: Line of credit - 11,450 Accounts payable 11,282 3,525 Other current liabilities 12,700 8,625 -------- ------- Total current liabilities 23,982 23,600 Deferred income taxes and credits 36,070 29,704 Advances for and contributions in aid of construction 135,985 126,714 Other noncurrent liabilities 11,372 9,706 -------- ------- $511,912 $453,223 ======== ========