News Release| SouthWest Water Company Reports Full Year and Fourth Quarter 2009
Financial Results | | LOS ANGELES, Mar 15, 2010 (BUSINESS WIRE) -- SouthWest Water Company (NASDAQ:SWWC), a leading provider of water,
wastewater and public works services,
today reported financial results for the fourth quarter and year ended
December 31, 2009.
For 2009, the company reported operating revenue of $211.1 million
compared with $210.7 million for 2008. Adjusted income from continuing
operations after taxes (a non-GAAP financial measure), which excludes
write-off of goodwill and other long-lived assets and certain other
items that are not routine to operations, including costs associated
with the restatement of historical financials, increased to $0.2
million, or $0.01 per share, compared with adjusted loss from continuing
operations after taxes of $1.4 million, or $0.06 per share, for 2008.
Including these charges, loss from continuing operations (GAAP) narrowed
to $14.0 million, or $0.57 per share, from $27.6 million, or $1.13 per
share, for 2008. A reconciliation table can be found at the end of this
release. Net income was $4.0 million, or $0.17 per diluted share, versus
a net loss of $31.9 million, or $1.31 per share, for the year ended
December 31, 2008.
"Our operating results for both 2009 and 2008 were significantly
impacted by expenses that are not routine to our operations, including
the write off of certain assets and the professional fees associated
with the company's comprehensive financial review," said Mark Swatek,
president and chief executive officer. "Revenue from our utilities
segments grew over the past year, despite customer conservation efforts
in California and a difficult economic environment. As expected, our
services segments reported lower revenue primarily due to terminated
contracts and the sale of our environmental testing laboratory during
the year."
Fourth Quarter 2009 Results
The company reported revenue of $49.6 million in the fourth quarter of
2009 compared with $51.6 million in the fourth quarter of 2008. Adjusted
loss from continuing operations after taxes (a non-GAAP financial
measure), which excludes write-off of goodwill and other long-lived
assets and certain other items that are not routine to operations,
including costs associated with the restatement of historical
financials, narrowed to $2.0 million, or $0.08 per share, compared with
adjusted loss from continuing operations after taxes of $2.4 million, or
$0.10 per share, for the fourth quarter of 2008. Including these
charges, loss from continuing operations after taxes was $2.1 million,
or $0.08 per share, versus $25.7 million, or $1.04 per share, in the
fourth quarter of 2008. A reconciliation table can be found at the end
of this release. Net loss was $1.7 million, or $0.06 per share, compared
with a net loss in fourth quarter of 2008 of $30.0 million, or $1.21 per
share.
Segment Full Year Results
Utilities
The principal operating trends driving the results of Utilities in 2009
were rate increases and increased costs of purchased water. In addition,
general and administrative costs increased in 2009. The California
utility, which is this segment's largest, experienced reduced
consumption due to customer conservation efforts without a corresponding
reduction in expenses due to increased unit costs of delivered water
driven by lower allowed pumping amounts from owned wells and higher
costs of purchased water. Operating revenue increased $4.2 million, or
7%, to $65.2 million for the year ended December 31, 2009 compared with
$60.9 million for the prior year. The net increase was primarily due to
rate increases, principally at the company's California utility,
partially offset by reduced consumption in California due to
conservation efforts. Operating income decreased $0.4 million, or 2%, to
$19.3 million compared with $19.7 million for the prior year.
The Utilities segment no longer includes operations in New Mexico, which
were sold in a settlement under threat of condemnation in May 2009 and
are therefore reflected as discontinued operations. The company received
$53.9 million in cash at closing and used the proceeds to pay down debt.
Texas Utilities
The principal operating trends driving the results of Texas Utilities in
2009 were rate increases and a multi-year drought that increased
consumption and reduced aquifer levels. Operating revenue increased $1.7
million, or 5%, to $36.5 million for year ended December 31, 2009 from
$34.8 million for the prior year. The net increase was primarily due to
rate increases at three utilities and increased consumption due to
weather. Operating income increased $26.5 million to $7.5 million from
an operating loss of $19.0 million in the prior year. The most
significant impact to operating income from items that are not routine
to operations was a $25.2 million impairment of goodwill and other
long-lived assets in 2008.
O&M Services
The principal operating trends driving results of O&M Services in 2009
were terminated contracts and increased operating efficiencies.
Operating revenue decreased $3.5 million, or 9%, to $37.0 million for
the year ended December 31, 2009 from $40.5 million for the prior year.
The decrease was primarily due to terminated contracts, including some
that management terminated due to underperformance. Operating income was
$0.3 million compared with an operating loss of $2.9 million in the
prior year. The improvement in operating income is primarily due to
increased operating efficiencies and lower non-routine expenses.
Texas MUD Services
The principal operating trends driving results in Texas MUD Services in
2009 were terminated contracts, increased service order work and
increased efficiencies. Operating revenue decreased $2.0 million, or 3%,
to $72.4 million for year ended December 31, 2009 from $74.5 million for
the prior year. The net decrease was primarily due to terminated
contracts, as well as the sale of the company's environmental laboratory
services in April 2009. Operating loss narrowed to $1.4 million from
$3.1 million for the prior year. The improvement was primarily due to
increased operating efficiencies.
Corporate Expenses
General corporate expenses increased $15.6 million, or 72%, to $37.5
million for the year ended December 31, 2009, from $21.8 million for the
prior year. The increase was primarily due to expenses incurred that are
not routine to operations, which include $12.6 million of financial
restatement related costs and $8.0 million from the write-off of
Cornerstone business reengineering project assets, partially offset by
reduced routine and other non-routine expenses.
Capital Expenditures
Total company funded capital expenditures were $16.5 million compared
with $32.1 million in 2008, including $8.4 million related to the
Cornerstone project which was suspended in late 2008.
Merger Agreement
On March 3, 2010, the company announced that it entered into a
definitive merger agreement to be acquired for approximately $275
million in cash, or $11.00 per share, by institutional investors advised
by J.P. Morgan Asset Management and Water Asset Management L.L.C. After
taking into account the company's outstanding debt, the transaction
represents a total enterprise value of approximately $427 million.
Non-GAAP Financial Measures
In an effort to provide investors with additional information regarding
results of operations as determined by accounting principles generally
accepted in the United States of America ("GAAP"), the company has
disclosed certain non-GAAP information, which it believes provides
useful information to investors. Reconciliation of the non-GAAP
financial measures to the comparable GAAP financial measures; income
from continuing operations before the impairment charge and certain
charges that are not routine to operations including restatement related
charges, can be found at the end of this release. This non-GAAP
financial measure supplements GAAP disclosures and should not be
considered an alternative to the GAAP measure. In addition, this
non-GAAP financial measure may be computed differently than similarly
titled non-GAAP measures used by other companies.
Management believes that the presentation of this adjusted measure is
useful to investors because it provides a means of evaluating the
company's operating performance without giving effect to impairment and
other non-routine charges, which do not reflect the day-to-day
operations of the company. Moreover, management believes that this
presentation facilitates comparisons between the company and other
companies in its industry. In preparing operating plans, budgets and
forecasts, and in assessing historical performance, management relies,
in part, on trends in the company's historical results, exclusive of
impairment and non-routine charges.
Conference Call
The company will hold a conference call with financial analysts to
discuss the full year and fourth quarter 2009 results on March 16, 2010,
at 11:00 a.m. Eastern time (8:00 a.m. Pacific). The call will be web
cast live so that interested parties may listen over the Internet at the
company's website at www.swwc.com.
For those unable to participate in the live web cast, a replay will be
available shortly after the call on the company's website. A telephonic
replay will also be available beginning at 2:00 p.m. Eastern (11:00 a.m.
Pacific) until midnight March 23, 2010 at 888.286.8010 (international
callers 617.801.6888), passcode 53906748.
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 company's website: www.swwc.com.
Forward-Looking Statements
This document contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements, including expectations relating to future revenues and
income, the company's ability to gain new business and control costs,
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 company's filings with the Securities and Exchange Commission,
including under the caption "Risk Factors" in the company'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.
-Financial Tables to follow-
|
RECONCILIATION OF NON-GAAP INCOME FROM CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
| ($ in thousands except per share) |
|
|
|
2009 |
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
|
|
Per Share
|
| Loss from continuing operations after income taxes (GAAP) |
|
|
|
($2,067 |
) |
|
($0.08 |
) |
|
|
|
($25,715 |
) |
|
($1.04 |
) |
|
Adjustments (non routine charges to
operations) pre tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal fees and various settlements
|
|
|
|
153
|
|
|
0.01
|
|
|
|
|
1,145
|
|
|
0.05
|
|
|
Write-off of Goodwill and other long-lived assets
|
|
|
|
-
|
|
|
-
|
|
|
|
|
26,028
|
|
|
1.06
|
|
|
Cornerstone project costs
|
|
|
|
-
|
|
|
-
|
|
|
|
|
1,242
|
|
|
0.05
|
|
|
Restatement related
|
|
|
|
-
|
|
|
-
|
|
|
|
|
351
|
|
|
0.01
|
|
|
|
|
|
153
|
|
|
0.01
|
|
|
|
|
28,766
|
|
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect related to Adjustments
|
|
|
|
(53
|
)
|
|
(0.00
|
)
|
|
|
|
(5,496
|
)
|
|
(0.22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from continuing operations after income taxes (adjusted) |
|
|
|
($1,967 |
) |
|
($0.08 |
) |
|
|
|
($2,444 |
) |
|
($0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding used in calculations
|
|
|
|
24,606
|
|
|
|
|
24,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
| ($ in thousands except per share) |
|
|
|
2009 |
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
|
|
Per Share
|
| Loss from continuing operations after income taxes (GAAP) |
|
|
|
($14,034 |
) |
|
($0.57 |
) |
|
|
|
($27,595 |
) |
|
($1.13 |
) |
| Adjustments (non routine charges to operations) pre tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restatement related
|
|
|
|
12,553
|
|
|
0.51
|
|
|
|
|
351
|
|
|
0.01
|
|
|
Write-off of Goodwill and other long-lived assets
|
|
|
|
8,115
|
|
|
0.33
|
|
|
|
|
27,103
|
|
|
1.11
|
|
|
Legal fees and various settlements
|
|
|
|
1,315
|
|
|
0.05
|
|
|
|
|
777
|
|
|
0.03
|
|
|
Suburban WRAM adjustment
|
|
|
|
(207
|
)
|
|
(0.01
|
)
|
|
|
|
-
|
|
|
-
|
|
|
Cornerstone project costs
|
|
|
|
-
|
|
|
-
|
|
|
|
|
3,400
|
|
|
0.14
|
|
|
Consulting expenses
|
|
|
|
-
|
|
|
-
|
|
|
|
|
817
|
|
|
0.03
|
|
|
Strategic alternative evaluation
|
|
|
|
-
|
|
|
-
|
|
|
|
|
719
|
|
|
0.03
|
|
|
Refund of sales tax
|
|
|
|
-
|
|
|
-
|
|
|
|
|
(359
|
)
|
|
(0.01
|
)
|
|
|
|
|
21,776
|
|
|
0.89
|
|
|
|
|
32,808
|
|
|
1.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect related to Adjustments
|
|
|
|
(7,556
|
)
|
|
(0.31
|
)
|
|
|
|
(6,598
|
)
|
|
(0.27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from continuing operations after income taxes (adjusted) |
|
|
|
$186 |
|
|
$0.01 |
|
|
|
|
($1,385 |
) |
|
($0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding used in calculations
|
|
|
|
24,604
|
|
|
|
|
24,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In thousands, except per share data) |
|
|
|
2009 |
|
|
|
|
|
2008 |
|
|
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
|
$ |
211,093 |
|
|
|
|
$ |
210,657 |
|
|
|
|
$ |
204,807 |
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operations and maintenance
|
|
|
|
199,957
|
|
|
|
|
|
196,385
|
|
|
|
|
|
181,252
|
|
|
Depreciation and amortization
|
|
|
|
14,857
|
|
|
|
|
|
14,299
|
|
|
|
|
|
11,177
|
|
|
Impairment of goodwill and other long-lived assets
|
|
|
|
8,115 |
|
|
|
|
|
27,103 |
|
|
|
|
|
4,839 |
|
|
Total expenses
|
|
|
|
222,929 |
|
|
|
|
|
237,787 |
|
|
|
|
|
197,268 |
|
|
Operating income (loss)
|
|
|
|
(11,836
|
)
|
|
|
|
|
(27,130
|
)
|
|
|
|
|
7,539
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
(9,856
|
)
|
|
|
|
|
(8,402
|
)
|
|
|
|
|
(7,717
|
)
|
|
Interest income
|
|
|
|
190
|
|
|
|
|
|
520
|
|
|
|
|
|
629
|
|
|
Other, net
|
|
|
|
-- |
|
|
|
|
|
-- |
|
|
|
|
|
(64 |
) |
|
Income (loss) from continuing operations before income taxes
|
|
|
|
(21,502
|
)
|
|
|
|
|
(35,012
|
)
|
|
|
|
|
387
|
|
|
Provision for (benefit from) income taxes
|
|
|
|
(7,468 |
) |
|
|
|
|
(7,417 |
) |
|
|
|
|
1,836 |
|
|
Income (loss) from continuing operations
|
|
|
|
(14,034
|
)
|
|
|
|
|
(27,595
|
)
|
|
|
|
|
(1,449
|
)
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
|
18,101
|
|
|
|
|
|
(4,322
|
)
|
|
|
|
|
3,038
|
|
|
Net income (loss)
|
|
|
|
4,067
|
|
|
|
|
|
(31,917
|
)
|
|
|
|
|
1,589
|
|
|
Preferred stock dividends
|
|
|
|
(18 |
) |
|
|
|
|
(24 |
) |
|
|
|
|
(24 |
) |
|
Net income (loss) applicable to common stockholders
|
|
|
$ |
4,049 |
|
|
|
|
$ |
(31,941 |
) |
|
|
|
$ |
1,565 |
|
|
Earning (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
$
|
(0.57
|
)
|
|
|
|
$
|
(1.13
|
)
|
|
|
|
$
|
(0.06
|
)
|
|
Income (loss) from discontinued operations
|
|
|
|
0.74
|
|
|
|
|
|
(0.18
|
)
|
|
|
|
|
0.13
|
|
|
Net income (loss) applicable to common stockholders
|
|
|
$ |
0.17 |
|
|
|
|
$ |
(1.31 |
) |
|
|
|
$ |
0.07 |
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
$
|
(0.57
|
)
|
|
|
|
$
|
(1.13
|
)
|
|
|
|
$
|
(0.06
|
)
|
|
Income (loss) from discontinued operations
|
|
|
|
0.74
|
|
|
|
|
|
(0.18
|
)
|
|
|
|
|
0.13
|
|
|
Net income (loss) applicable to common stockholders
|
|
|
$ |
0.17 |
|
|
|
|
$ |
(1.31 |
) |
|
|
|
$ |
0.07 |
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
24,604
|
|
|
|
|
|
24,446
|
|
|
|
|
|
24,101
|
|
|
Diluted
|
|
|
|
24,604
|
|
|
|
|
|
24,446
|
|
|
|
|
|
24,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
(In thousands, except per share data)
|
|
|
|
2009 |
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
2,874
|
|
|
|
|
$
|
1,112
|
|
|
Accounts receivable, net
|
|
|
|
26,968
|
|
|
|
|
|
29,697
|
|
|
Prepaid expenses and other current assets
|
|
|
|
12,909 |
|
|
|
|
|
26,902 |
|
|
Total current assets
|
|
|
|
42,751 |
|
|
|
|
|
57,711 |
|
|
Property, plant and equipment, net
|
|
|
|
313,716
|
|
|
|
|
|
427,458
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
16,434
|
|
|
|
|
|
17,652
|
|
|
Intangible assets
|
|
|
|
2,966
|
|
|
|
|
|
3,459
|
|
|
Other assets
|
|
|
|
24,228 |
|
|
|
|
|
20,927 |
|
|
Total assets
|
|
|
$ |
400,095 |
|
|
|
|
$ |
527,207 |
|
| LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
14,130
|
|
|
|
|
$
|
16,139
|
|
|
Current portion of long-term debt
|
|
|
|
2,171
|
|
|
|
|
|
2,213
|
|
|
Other current liabilities
|
|
|
|
21,213 |
|
|
|
|
|
28,370 |
|
|
Total current liabilities
|
|
|
|
37,514 |
|
|
|
|
|
46,722 |
|
|
Other Liabilities and Deferred Credits:
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
|
|
|
152,820
|
|
|
|
|
|
190,578
|
|
|
Deferred income taxes
|
|
|
|
13,100
|
|
|
|
|
|
23,750
|
|
|
Advances for construction
|
|
|
|
8,784
|
|
|
|
|
|
8,910
|
|
|
Contributions in aid of construction
|
|
|
|
53,841
|
|
|
|
|
|
117,113
|
|
|
Other liabilities and deferred credits
|
|
|
|
18,122
|
|
|
|
|
|
26,334
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value per share, 250 shares authorized,
|
|
|
|
|
|
|
|
|
9 shares issued and outstanding
|
|
|
|
458
|
|
|
|
|
|
458
|
|
|
Common stock, $0.01 par value per share, 75,000 shares authorized,
24,887 and 24,897 shares issued and outstanding at December
31, 2009 and 2008, respectively
|
|
|
|
249
|
|
|
|
|
|
249
|
|
|
Additional paid-in capital
|
|
|
|
148,407
|
|
|
|
|
|
147,775
|
|
|
Accumulated deficit
|
|
|
|
(33,200
|
)
|
|
|
|
|
(34,794
|
)
|
|
Accumulated other comprehensive income
|
|
|
|
-- |
|
|
|
|
|
112 |
|
|
Total stockholders' equity
|
|
|
|
115,914 |
|
|
|
|
|
113,800 |
|
|
Total liabilities and stockholders' equity
|
|
|
$ |
400,095 |
|
|
|
|
$ |
527,207 |
|
|
|
|
|
|
|
|
|

SOURCE: SouthWest Water Company
SouthWest Water Company DeLise Keim, 213-929-1846 www.swwc.com |
|