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SouthWest Water Company Reports Second Quarter 2010 Financial Results


Published on 2010-08-09 13:05:25 - Market Wire
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LOS ANGELES--([ BUSINESS WIRE ])--SouthWest Water Company (NASDAQ:SWWC), a leading provider of water, wastewater and public works [ services ], today reported financial results for the second quarter ended June 30, 2010.

For the quarter, the company reported operating revenue of $53.9 million compared with $52.4 million for the second quarter of 2009. Net income was $57,000, or $0.00 per share, which includes $1.9 million of costs associated with the proposed merger. This compares to net income of $9.5 million, or $0.38 per share, for the quarter ended June 30, 2009, which includes income from discontinued operations, net of tax, of $17.6 million, as well as $5.2 million of costs associated with the restatement of historical financials and $8.0 million related to the write-off of Cornerstone assets.

Utilities

Operating revenue for the Utilities segment increased $0.5 million, or 3%, to $16.9 million compared with $16.4 million for the prior year second quarter, due to balancing account surcharges approved by the California Public Utility Commission and collected in California to recover certain deferred water supply costs. This increase is offset by the same amount in balancing account expenses. Underlying revenue was flat without these surcharges primarily due to lower consumption in California resulting from cooler weather and higher precipitation in the second quarter of 2010 compared to the second quarter of 2009 and from continuing customer conservation efforts partially offset by an increase in revenue resulting from rate increases. Operating expenses increased $1.7 million, or 16%, to $12.0 million from $10.3 million in the comparable period, primarily due to higher production costs of delivered water in California and the balancing account expenses mentioned above, as well as employee retention expenses associated with the proposed merger. Operating income decreased $1.2 million, or 19%, to $4.9 million compared with $6.1 million for the second quarter of 2009.

Texas Utilities

Operating revenue for the Texas Utilities segment increased $0.7 million, or 8%, to $9.7 million from $9.0 million for the prior year second quarter. The net increase was primarily due to rate increases and connection growth, partially offset by reduced consumption due to more normalized weather patterns in the second quarter of 2010 compared to hotter and drier climatic conditions in the corresponding period of 2009. Operating expenses increased $0.6 million, or 9%, to $7.6 million from $7.0 million, primarily from higher salary and wages due to increased human resources in the asset management, internal rate strategy and finance areas, as well as increased repair and maintenance, fuel and supply costs and employee retention expenses associated with the proposed merger. Operating income increased $0.1 million, or 3%, to $2.1 million from $2.0 million in the prior year second quarter.

O&M Services

Operating revenue for the O&M Services segment increased $1.5 million, or 17%, to $10.5 million from $9.0 million for the prior year second quarter. The increase was due to a net increase in project work and new contracts. Operating expenses increased $1.4 million, or 15%, to $10.6 million from $9.1 million, primarily from costs associated with new contracts and project work, as well as legal, severance and proposed merger related employee retention expense. Operating loss narrowed to $0.1 million from $0.2 million for the second quarter of 2009.

Texas MUD Services

Operating revenue for the Texas MUD Services segment decreased $1.2 million, or 7%, to $16.8 million for the second quarter of 2010 from $18.0 million for the comparable year-ago period. The decrease was primarily due to contracts terminated since the second quarter of 2009 and the elimination of revenue from pass-through material purchases for clients. Operating expenses decreased $0.8 million, or 4%, to $17.2 million from $17.9 million in the comparable period, primarily due to savings and efficiency gains in general and administrative costs, particularly in the customer service center, partially offset by employee retention expenses associated with the proposed merger. Operating loss was $0.4 million versus operating income of $0.1 million for the prior year period.

Corporate Expenses

General corporate expenses decreased $13.4 million, or 76%, to $4.3 million from $17.6 million for the second quarter of the prior year. The second quarter of 2010 included $1.5 million of costs associated with the proposed merger and related employee retention expense, and the second quarter of 2009 included $5.2 million of expenses related to the financial restatement and $8.0 million from the write-off of Cornerstone related assets. Ongoing G&A related expenses decreased $1.3 million primarily due to lower salaries and wages expenses.

Capital Expenditures

Total company funded capital expenditures were $2.7 million compared with $2.3 million in the second quarter of 2009.

Merger Agreement Update

On March 3, 2010, the company announced that it entered into a definitive merger agreement with SW Merger Acquisition Corp. (aParenta) and SW Merger Sub Corp., a direct wholly-owned subsidiary of Parent (aMerger Suba). Parent and Merger Sub are jointly owned by IIF Subway Investment LP and USA Water Services, LLC, which are sponsored by J.P. Morgan IIF Acquisitions LLC and Water Asset Management, LLC. Under the terms of the merger agreement, all outstanding common stock of SouthWest Water would be converted into a right to receive $11.00 per share in cash. On August 6, 2010, the merger agreement was adopted by an affirmative vote of a majority of the combined voting power of outstanding common stock and Series A preferred stock, voting together as a single class. The completion of the merger is subject to customary closing conditions, including regulatory approvals. The company has received regulatory clearance from four of the five required state public utility regulators, including Alabama, Mississippi, Oklahoma and Texas. California is the sole remaining state approval needed.

About SouthWest Water Company

SouthWest Water Company provides a broad range of services, including water production, treatment and distribution; wastewater collection and treatment; utility billing and collection; utility infrastructure construction management; and public works services. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than a million people in 9 states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the companya™s website: [ www.swwc.com ].

Forward-Looking Statements

This document contains aforward-looking statementsa within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to future revenues and income, the companya™s ability to control costs, and the completion of the merger transaction, involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause the results of the company to differ materially from those expressed or implied by such forward-looking statements. Actual results may differ materially from these expectations due to changes in regulatory, political, weather, economic, business, competitive, market, environmental and other factors. More detailed information about these factors is contained in the companya™s filings with the Securities and Exchange Commission, including under the caption aRisk Factorsa in the companya™s 2009 Annual Report on Form 10-K. The company assumes no obligation to update these forward-looking statements to reflect any change in future events.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
(In thousands, except per share data) 2010 2009 2010 2009
Operating revenue $ 53,883 $ 52,416 $ 100,729 $ 102,508
Expenses:
Operating expenses 47,727 50,052 93,039 99,959
Depreciation and amortization 3,847 3,857 7,714 7,690
Impairment of long-lived assets a" 8,115 a" 8,115
Total operating expenses 51,574 62,024 100,753 115,764
Operating income (loss) 2,309 (9,608 ) (24 ) (13,256 )
Other income (expense):
Interest expense (2,238 ) (2,975 ) (4,608 ) (4,862 )
Interest income 55 48 88 84
Income (loss) from continuing operations

before income taxes

126 (12,535 ) (4,544 ) (18,034 )
Provision for (benefit from) income taxes 69 (4,472 ) (1,673 ) (6,566 )
Income (loss) from continuing operations 57 (8,063 ) (2,871 ) (11,468 )
Income from discontinued operations, net of tax a" 17,559 a" 17,731
Net income (loss) 57 9,496 (2,871 ) 6,263
Preferred stock dividends (6 ) (6 ) (12 ) (6 )
Net income (loss) applicable to common

stockholders

$ 51 $ 9,490 $ (2,883 ) $ 6,257
Income (loss) per common share - basic

and diluted

Income (loss) from continuing operations $ 0.00 $ (0.33 ) $ (0.11 ) $ (0.47 )
Income from discontinued operations a" 0.71 a" 0.72
Net income (loss) applicable to common

stockholders

$ 0.00 $ 0.38 $ (0.11 ) $ 0.25
Weighted average common shares outstanding:
Basic 27,361 24,608 26,240 24,604
Diluted 27,486 24,608 26,240 24,604

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands)

June 30,December 31,
2010 2009
ASSETS
Current assets:
Cash and cash equivalents $ 2,181 $ 2,874
Accounts receivable, net 28,561 26,968
Prepaid expenses and other current assets 12,944 12,909
Total current assets 43,686 42,751
Property, plant and equipment, net 313,454 313,716
Other assets:
Goodwill 16,434 16,434
Intangible assets 2,793 2,966
Other assets 26,943 24,228
Total assets $ 403,310 $ 400,095
LIABILITIES AND STOCKHOLDERSa™ EQUITY
Current liabilities:
Accounts payable $ 13,007 $ 14,130
Current portion of long-term debt 2,211 2,171
Other current liabilities 23,441 21,213
Total current liabilities 38,659 37,514
Other liabilities and deferred credits:
Long-term debt, less current portion 142,507 152,820
Deferred income taxes 12,521 13,100
Advances for construction 9,154 8,784
Contributions in aid of construction 53,547 53,841
Other liabilities and deferred credits 18,761 18,122
Commitments and contingencies
Stockholdersa™ equity:
Preferred stock 458 458
Common stock 275 249
Additional paid-in capital 164,885 148,407
Accumulated deficit (37,457 ) (33,200 )
Total stockholdersa™ equity 128,161 115,914
Total liabilities and stockholdersa™ equity $ 403,310 $ 400,095

Contributing Sources