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EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) BY CFO AND TREASURER - SJW GROUPsjw-93015xex312.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 BY CHAIRMAN, PRESIDENT & CEO - SJW GROUPsjw-93015xex321.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) BY CHAIRMAN, PRESIDENT & CEO - SJW GROUPsjw-93015xex311.htm
EX-10.1 - AMENDED LONG-TERM INCENTIVE PLAN - SJW GROUPsjw-93015xex101.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 BY CFO AND TREASURER - SJW GROUPsjw-93015xex322.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
___________________________________________ 
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
Commission file number 1-8966
SJW Corp.
(Exact name of registrant as specified in its charter)
 
California
 
77-0066628
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
110 West Taylor Street, San Jose, CA
 
95110
(Address of principal executive offices)
 
(Zip Code)
408-279-7800
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)
 
Large accelerated filer  o
 
Accelerated filer  x
 
Non-accelerated filer  o
 
Smaller reporting company  o
 
 
 
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  x
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 21, 2015, there were 20,381,949 shares of the registrant's Common Stock outstanding.
 




PART I. FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS

SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share and per share data)
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
OPERATING REVENUE
$
82,955

 
125,430

 
$
217,469

 
250,382

OPERATING EXPENSE:
 
 
 
 
 
 
 
Production Expenses:
 
 
 
 
 
 
 
Purchased water
22,085

 
15,616

 
47,371

 
37,288

Power
2,500

 
3,453

 
5,200

 
7,565

Groundwater extraction charges
7,920

 
17,286

 
22,053

 
42,250

Other production expenses
3,033

 
3,073

 
9,095

 
8,936

Total production expenses
35,538

 
39,428

 
83,719

 
96,039

Administrative and general
12,101

 
10,574

 
34,861

 
29,534

Maintenance
3,975

 
3,975

 
11,187

 
10,822

Property taxes and other non-income taxes
2,893

 
2,872

 
8,878

 
8,251

Depreciation and amortization
10,188

 
9,467

 
30,549

 
28,447

Total operating expense
64,695

 
66,316

 
169,194

 
173,093

OPERATING INCOME
18,260

 
59,114

 
48,275

 
77,289

OTHER (EXPENSE) INCOME:
 
 
 
 
 
 
 
Interest on long-term debt
(5,200
)
 
(5,050
)
 
(15,838
)
 
(14,145
)
Mortgage and other interest expense
(316
)
 
(347
)
 
(948
)
 
(1,076
)
Gain on sale of California Water Service Group stock

 

 

 
2,017

Gain on sale of real estate investment
1,886

 
281

 
1,886

 
554

Dividend income
43

 
42

 
130

 
147

Other, net
398

 
57

 
921

 
716

Income before income taxes
15,071

 
54,097

 
34,426

 
65,502

Provision for income taxes
5,537

 
15,731

 
12,736

 
19,384

NET INCOME
9,534

 
38,366

 
21,690

 
46,118

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Unrealized loss on investment
(112
)
 
(271
)
 
(382
)
 
(32
)
Reclassification adjustment for gain realized on sale of investments

 

 

 
(1,171
)
COMPREHENSIVE INCOME
$
9,422

 
38,095

 
$
21,308

 
44,915

EARNINGS PER SHARE
 
 
 
 
 
 
 
Basic
$
0.47

 
1.90

 
$
1.07

 
2.28

Diluted
$
0.46

 
1.88

 
$
1.06

 
2.26

DIVIDENDS PER SHARE
$
0.20

 
0.19

 
$
0.59

 
0.56

WEIGHTED AVERAGE SHARES OUTSTANDING
 
 
 
 
 
 
 
Basic
20,375,960

 
20,231,426

 
20,353,487

 
20,213,676

Diluted
20,531,855

 
20,424,140

 
20,504,701

 
20,402,605

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

2



SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
 
September 30,
2015
 
December 31,
2014
ASSETS
 
 
 
Utility plant:
 
 
 
Land
$
17,209

 
16,838

Depreciable plant and equipment
1,410,176

 
1,353,772

Construction in progress
42,717

 
23,208

Intangible assets
22,139

 
19,333

 
1,492,241

 
1,413,151

Less accumulated depreciation and amortization
478,606

 
450,137

 
1,013,635

 
963,014

Real estate investments
74,546

 
73,794

Less accumulated depreciation and amortization
12,763

 
11,593

 
61,783

 
62,201

CURRENT ASSETS:
 
 
 
Cash and cash equivalents
6,271

 
2,399

Accounts receivable:
 
 
 
Customers, net of allowances for uncollectible accounts
20,255

 
14,997

Income tax
4,638

 
8,871

Other
2,682

 
3,385

Accrued unbilled utility revenue
23,050

 
18,074

Current regulatory assets, net
15,035

 
16,853

Other current assets
4,948

 
3,514

 
76,879

 
68,093

OTHER ASSETS:
 
 
 
Investment in California Water Service Group
5,732

 
6,378

Unamortized debt issuance, broker and reacquisition costs
4,845

 
5,218

Net regulatory assets, less current portion
153,929

 
158,010

Other
6,572

 
6,390

 
171,078

 
175,996

 
$
1,323,375

 
1,269,304








See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

3



SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share and per share data)
 
 
September 30,
2015
 
December 31,
2014
CAPITALIZATION AND LIABILITIES
 
 
 
CAPITALIZATION:
 
 
 
Shareholders' equity:
 
 
 
Common stock, $0.521 par value; authorized 36,000,000 shares; issued and outstanding 20,381,949 shares on September 30, 2015 and 20,286,840 on December 31, 2014
$
10,616

 
10,567

Additional paid-in capital
68,241

 
66,298

Retained earnings
290,030

 
280,773

Accumulated other comprehensive income
2,135

 
2,517

Total shareholders' equity
371,022

 
360,155

Long-term debt, less current portion
380,951

 
384,365

 
751,973

 
744,520

CURRENT LIABILITIES:
 
 
 
Line of credit
21,200

 
13,200

Current portion of long-term debt
3,563

 
584

Accrued groundwater extraction charges, purchased water and power
11,290

 
6,030

Accounts payable
17,523

 
7,001

Accrued interest
5,747

 
6,361

Accrued property taxes and other non-income taxes
3,157

 
1,607

Accrued payroll
4,246

 
3,755

Other current liabilities
6,319

 
6,156

 
73,045

 
44,694

DEFERRED INCOME TAXES
189,503

 
185,506

ADVANCES FOR CONSTRUCTION
77,126

 
73,303

CONTRIBUTIONS IN AID OF CONSTRUCTION
139,659

 
138,502

POSTRETIREMENT BENEFIT PLANS
76,713

 
74,187

REGULATORY LIABILITY
6,413

 

OTHER NONCURRENT LIABILITIES
8,943

 
8,592

COMMITMENTS AND CONTINGENCIES

 

 
$
1,323,375

 
1,269,304








See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

4



SJW Corp. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
Nine months ended September 30,
 
2015
 
2014
OPERATING ACTIVITIES:
 
 
 
Net income
$
21,690

 
46,118

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
31,740

 
29,635

Deferred income taxes
4,705

 
18,488

Share-based compensation
1,208

 
774

        Gain on sale of real estate investment
(1,886
)
 
(554
)
        Gain on sale of California Water Service Group stock

 
(2,017
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable and accrued unbilled utility revenue
(9,870
)
 
(8,638
)
Accounts payable and other current liabilities
1,046

 
465

Accrued groundwater extraction charges, purchased water and power
5,260

 
3,860

Tax receivable and accrued taxes
6,311

 
1,428

Postretirement benefits
2,526

 
833

Regulatory assets and liability related to balancing and memorandum accounts
12,068

 
(43,331
)
Other changes, net
(2,454
)
 
(1,160
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
72,344

 
45,901

INVESTING ACTIVITIES:
 
 
 
Additions to utility plant:
 
 
 
Company-funded
(63,126
)
 
(70,255
)
Contributions in aid of construction
(8,400
)
 
(7,311
)
Additions to real estate investments
(570
)
 
(9
)
Payments for business/asset acquisition and water rights
(991
)
 
(1,584
)
Payments to retire utility plant, net of salvage
(3,146
)
 
(874
)
Proceeds from sale of real estate investment
1,925

 
4,572

Proceeds from sale of California Water Service Group stock

 
3,056

NET CASH USED IN INVESTING ACTIVITIES
(74,308
)
 
(72,405
)
FINANCING ACTIVITIES:
 
 
 
Borrowings from line of credit
49,400

 
51,200

Repayments of line of credit
(41,400
)
 
(65,400
)
Long-term borrowings

 
50,000

Repayments of long-term borrowings
(435
)
 
(413
)
Dividends paid
(11,910
)
 
(11,373
)
Exercise of stock options and similar instruments
895

 
917

Tax benefits realized from share options exercised
634

 
306

Receipts of advances and contributions in aid of construction
10,516

 
6,601

Refunds of advances for construction
(1,864
)
 
(2,034
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
5,836

 
29,804

NET CHANGE IN CASH AND CASH EQUIVALENTS
3,872

 
3,300

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
2,399

 
2,299

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
6,271

 
5,599

Cash paid during the period for:
 
 
 
Interest
$
18,218

 
15,651

Income taxes
3,721

 
1,930

Supplemental disclosure of non-cash activities:
 
 
 
Increase (decrease) in accrued payables for construction costs capitalized
9,225

 
(296
)
Utility property installed by developers
499

 
3,242





See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

5



SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
(in thousands, except share and per share data)

Note 1.
General
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.
The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). The Notes to Consolidated Financial Statements in SJW Corp.'s 2014 Annual Report on Form 10-K should be read with the accompanying unaudited condensed consolidated financial statements.
In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-05 - “Service Concession Arrangements” which became effective for SJW Corp. during the first quarter of 2015. ASU 2014-05 specifies that an operating entity should not account for a service concession arrangement as a lease in accordance with FASB ASC Topic 840 - “Leases.” An operating entity should refer to other accounting guidance topics as applicable to account for various aspects of service concession arrangements. ASU 2014-05 also specifies that infrastructure constructed by an operator in a service concession arrangement should not be recognized as property, plant, and equipment of the operator. ASU 2014-05 required application of the update on a modified retrospective basis to service concession arrangements that existed at January 1, 2015. San Jose Water Company operates the City of Cupertino's municipal water system under a service concession arrangement. Upon adoption of the standard, SJW Corp. reclassified $1,859 of Depreciable Plant and Equipment for infrastructure related to the Cupertino service concession arrangement to intangible assets and related accumulated depreciation of $377 to accumulated amortization. In addition, SJW Corp. recognized a cumulative effect adjustment of $436, net of tax, to the opening balance of retained earnings.
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.
In response to the ongoing drought in California, on March 17, 2015, the State Water Resources Control Board (“State Water Board”) adopted an expanded emergency conservation regulation that became effective on March 27, 2015. The regulation prohibits certain outdoor water uses for all Californians and also places water usage restrictions on businesses in the restaurant and hospitality sectors. On March 25, 2015, the Santa Clara Valley Water District (“SCVWD”) increased their conservation target from 20% to 30% through the end of 2015. On April 1, 2015, Governor Edmund G. Brown Jr. issued an executive order imposing restrictions to achieve a statewide 25% reduction in potable urban water usage through February 28, 2016 based on 2013 usage. On April 9, 2015, the California Public Utilities Commission (“CPUC”) issued a resolution ordering its regulated water utilities to comply with the State Water Board's emergency conservation regulation, conduct additional customer outreach and implement restrictions on outdoor water use. Effective June 15, 2015, San Jose Water Company was authorized by the CPUC to activate Stage 3 of Tariff Rule 14.1 which is a water shortage contingency plan with mandatory water usage reductions and drought surcharges. Tariff Rule 14.1 focuses primarily on restrictions of outdoor water use which accounts for 50% of a typical customer's water usage. The drought surcharges are not recorded in revenue. Rather, they are recorded in a regulatory liability account which has been authorized by the CPUC to track lost revenues from conservation. As of September 30, 2015, San Jose Water Company had accumulated a balance of approximately $6,413 in the drought surcharge account. This amount will be used to offset future rate increases that would otherwise be necessary to recover lost revenue due to drought conservation efforts as described below. San Jose Water Company is continually working to remain in compliance with the various drought rules and regulations and is also working with local governments as well as the SCVWD to communicate consistent messages to the public about use restrictions and related matters because of the ongoing drought.
Effective March 31, 2014, San Jose Water Company received approval from the CPUC to institute a Mandatory Conservation Revenue Adjustment Memorandum Account (“MCRAMA”) to track any revenue shortfall and a Mandatory Conservation Memorandum Account (“MCMA”) to track operational and administrative costs associated with implementation of SCVWD's 2014 and 2015 conservation goals of 20% and 30%, respectively. San Jose Water Company will record the lost revenue captured in the MCRAMA and MCMA regulatory accounts once the revenue recognition requirements of FASB ASC Topic 980 - “Regulated Operations,” subtopic 605-25 are met. For further discussion, please see Note 8 and Note 9.

6


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


Basic earnings per share is calculated using income available to common shareholders, divided by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated using income available to common shareholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with deferred restricted common stock awards under SJW Corp.'s Long-Term Incentive Plan (as amended, the “Incentive Plan”) and shares potentially issuable under the 2014 Employee Stock Purchase Plan (“ESPP”). For the three months ended September 30, 2015 and 2014, 380 and 180 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively. For the nine months ended September 30, 2015 and 2014, 1,819 and 1,309 anti-dilutive restricted common stock units were excluded from the dilutive earnings per share calculation, respectively.
A portion of depreciation expense is allocated to administrative and general expense. For the three months ended September 30, 2015 and 2014, the amounts allocated to administrative and general expense were $400 and $396, respectively. For the nine months ended September 30, 2015 and 2014, the amounts allocated to administrative and general expense were $1,191 and $1,188, respectively.

Note 2.
Equity Plans
SJW Corp. accounts for share-based compensation based on the grant date fair value of the awards issued to employees in accordance with FASB ASC Topic 718 - “Compensation - Stock Compensation,” which requires the measurement and recognition of compensation expense based on the estimated fair value for all share-based payment awards.
The Incentive Plan allows SJW Corp. to provide employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Corp. The types of awards included in the Incentive Plan are restricted stock awards, restricted stock units, performance shares, or other share-based awards. As of September 30, 2015, the remaining shares available for issuance under the Incentive Plan were 1,037,068, and 245,976 shares were issuable upon the exercise of outstanding restricted stock units and deferred restricted stock units. In addition, shares are issued to employees under the company's ESPP. SJW Corp. also had a Dividend Reinvestment and Stock Purchase Plan (“DRSPP”) which allowed eligible participants to buy shares and reinvest cash dividends in SJW Corp. common stock. The DRSPP was terminated effective as of April 14, 2014.
Stock compensation costs charged to income are recognized on a straight-line basis over the requisite service period. A summary of compensation costs charged to income, proceeds from the exercise of stock options and similar instruments, and the tax benefit realized from stock options and similar instruments exercised, that were recorded to additional paid-in capital and common stock, by award type, are presented below for the three and nine months ended September 30, 2015 and 2014.
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Adjustments to additional paid-in capital and common stock for:
 
 
 
 
 
 
 
Compensation costs charged to income:
 
 
 
 
 
 
 
   ESPP
$
82

 
76

 
$
158

 
148

   Restricted stock and deferred restricted stock
365

 
247

 
1,050

 
626

Total compensation costs charged to income
$
447

 
323

 
$
1,208

 
774

Excess tax benefits realized from share options exercised and stock issuance:
 
 
 
 
 
 
 
   Stock options
$

 

 
$

 
59

   Restricted stock and deferred restricted stock

 
(3
)
 
634

 
247

Total excess tax benefits realized from share options exercised and stock issuance
$

 
(3
)
 
$
634

 
306

Proceeds from the exercise of stock options and similar instruments:
 
 
 
 
 
 
 
   Stock options
$

 

 
$

 
44

   DRSPP

 

 

 
34

   ESPP
462

 
433

 
895

 
839

Total proceeds from the exercise of stock options and similar instruments
$
462

 
433

 
$
895

 
917


7


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


Stock, Restricted Stock and Deferred Restricted Stock
On January 2, 2015, restricted stock units covering an aggregate of 12,271 shares of common stock of SJW Corp. were granted to certain officers of SJW Corp. and its subsidiaries. The units vest in three equal successive installments upon completion of each year of service with no dividend equivalent rights. Share-based compensation expense of $29.83 per unit which is based on the award grant date fair value is being recognized over the service period beginning in 2015.
On January 27, 2015, certain officers of SJW Corp. were granted performance-based restricted stock units covering an aggregate target number of SJW Corp.'s shares of common stock equal to 3,252 that will vest based on the actual attainment of specified performance goals measured for the 2015 calendar year and continued service through December 31, 2015. The number of shares issuable under the awards, ranging between 0% to 150% of the target number of shares, is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The awards have no market conditions and the share-based compensation expense of $34.36 per unit which is based on the award grant date fair value is being recognized assuming the performance goals will be attained.
On January 27, 2015, a key employee of SJW Corp. was granted performance-based restricted stock units covering a number of SJW Corp.'s shares of common stock equal to 6,639 that will vest based on the actual attainment of a specified performance goal measured over the 2015 calendar year and continued service through December 31, 2015. The units do not include dividend equivalent rights. The award has no market conditions and the share-based compensation expense of $34.36 per unit which is based on the award grant date fair value is being recognized assuming the performance goals will be attained.
On April 29, 2015, restricted stock units covering an aggregate of 9,352 shares of common stock of SJW Corp. were granted to the non-employee board members of SJW Corp. The units vest upon continuous board service through the day immediately preceding the date of the next annual shareholder meeting with no dividend equivalent rights. Share-based compensation expense of $29.17 per unit which is based on the award grant date fair value is being recognized over the service period beginning in 2015.
On April 29, 2015, restricted stock units covering an aggregate of 501 shares of common stock of SJW Corp. were granted to an officer of SJW Corp. The units vest in three equal successive installments upon completion of each year of service with no dividend equivalent rights. Share-based compensation expense of $27.64 per unit which is based on the award grant date fair value is being recognized over the service period beginning in 2015.
On April 29, 2015, an officer of SJW Corp. was granted performance-based restricted stock units covering a target number of SJW Corp.'s shares of common stock equal to 501 that will vest based on the actual attainment of specified performance goals measured for the 2015 calendar year and continued service through December 31, 2015. The number of shares issuable under the award, ranging between 0% to 150% of the target number of shares, is based on the level of actual attainment of specified performance goals. The units do not include dividend equivalent rights. The award has no market conditions and the share-based compensation expense of $29.37 per unit which is based on the award grant date fair value is being recognized assuming the performance goal will be attained.
As of September 30, 2015, the total unrecognized compensation costs related to restricted and deferred restricted stock plans was $1,563. This cost is expected to be recognized over a remaining weighted average period of 1.07 years.
Employee Stock Purchase Plan
The ESPP allows eligible employees to purchase shares of SJW Corp.'s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 400,000 shares of common stock have been reserved for issuance under the ESPP.
After considering estimated employee terminations or withdrawals from the plan before the purchase date, SJW Corp.'s recorded expenses were $38 and $120 for the three and nine months ended September 30, 2015, respectively, and $37 and $112 for the three and nine months ended September 30, 2014, respectively, related to the ESPP.
The total unrecognized compensation costs related to the semi-annual offering period that ends January 29, 2016 for the ESPP is approximately $50. This cost is expected to be recognized during the fourth quarter of 2015 and first quarter of 2016.

8


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


Dividend Reinvestment and Stock Purchase Plan
The DRSPP offered shareholders the ability to reinvest cash dividends in SJW Corp. common stock and also purchase additional shares of SJW Corp. common stock. For the three and nine months ended September 30, 2014, 0 and 1,151 shares, respectively, were issued under the DRSPP. SJW Corp. terminated the DRSPP effective as of April 14, 2014.

Note 3.
Real Estate Investments
The major components of real estate investments as of September 30, 2015 and December 31, 2014 are as follows: 
 
September 30,
2015
 
December 31,
2014
Land
$
17,297

 
17,297

Buildings and improvements
56,920

 
56,168

Intangibles
329

 
329

Subtotal
74,546

 
73,794

Less: accumulated depreciation and amortization
12,763

 
11,593

Total
$
61,783

 
62,201

Depreciation and amortization is computed using the straight-line method over the estimated life of the respective assets, ranging from 5 to 39 years.
On August 14, 2015, San Jose Water Company sold five nonutility properties located in San Jose, California for $2,015. SJW Corp. recognized a pre-tax gain on the sale of real estate investments of $1,886, after selling expenses of $91.
On August 1, 2014, San Jose Water Company sold a nonutility property located in San Jose, California for $300. SJW Corp. recognized a pre-tax gain on the sale of real estate investment of $281, after selling expenses of $10.
On June 30, 2014, SJW Land Company sold its retail building located in El Paso, Texas for $4,450. SJW Corp. recognized a pre-tax gain on the sale of real estate investment of $273, after selling expenses of $169.

Note 4.
Defined Benefit Plan
San Jose Water Company sponsors a noncontributory defined benefit pension plan for its eligible employees. Employees hired before March 31, 2008 are entitled to receive retirement benefits using a formula based on the employee's three highest years of compensation (whether or not consecutive). For employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based on compensation credits and interest credits for each employee. Officers hired before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan, and officers hired on or after March 31, 2008 are eligible to receive additional retirement benefits under the Cash Balance Executive Supplemental Retirement Plan. Both plans are non-qualified plans in which only officers and other designated members of management may participate. San Jose Water Company also provides health care and life insurance benefits for retired employees under the San Jose Water Company Social Welfare Plan. The components of net periodic benefit costs for San Jose Water Company's pension plan, its Executive Supplemental Retirement Plan, Cash Balance Executive Supplemental Retirement Plan and Social Welfare Plan for the three and nine months ended September 30, 2015 and 2014 are as follows:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Service cost
$
1,363

 
1,056

 
$
4,089

 
3,167

Interest cost
1,711

 
1,651

 
5,134

 
4,954

Other cost
1,192

 
627

 
3,575

 
1,883

Expected return on assets
(1,817
)
 
(1,670
)
 
(5,450
)
 
(5,011
)
 
$
2,449

 
1,664

 
$
7,348

 
4,993



9


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


The following tables summarize the fair values of plan assets by major categories as of September 30, 2015 and December 31, 2014: 
 
 
 
Fair Value Measurements at September 30, 2015
 
 
 
 
 
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset Category
Benchmark
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Cash and cash equivalents
 
 
$
5,781

 
$
5,781

 
$

 
$

Actively Managed (a):
 
 
 
 
 
 
 
 
 
All Cap Equity
Russell 3000 Value
 
3,848

 
3,828

 
20

 

U.S. Large Cap Equity
Russell 1000, Russell 1000 Growth, Russell 1000 Value
 
33,681

 
33,681

 

 

U.S. Mid Cap Equity
Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value
 
5,702

 
5,702

 

 

U.S. Small Cap Equity
Russell 2000, Russell 2000 Growth, Russell 2000 Value
 
4,958

 
4,958

 

 

Non-U.S. Large Cap Equity
MSCI EAFE
 
4,573

 
4,573

 

 

REIT
NAREIT - Equity REIT'S
 
4,968

 

 
4,968

 

Fixed Income (b)
(b)
 
38,269

 

 
38,269

 

Total
 
 
$
101,780

 
$
58,523

 
$
43,257

 
$

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.
(a)
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
(b)
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.
 
 
 
Fair Value Measurements at December 31, 2014
 
 
 
 
 
Quoted
Prices in
Active
Markets for
Identical
Assets
 
Significant
Observable
Inputs
 
Significant
Unobservable
Inputs
Asset Category
Benchmark
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Cash and cash equivalents
 
 
$
6,811

 
$
6,811

 
$

 
$

Actively Managed (a):
 
 
 
 
 
 
 
 
 
All Cap Equity
Russell 3000 Vaue
 
4,266

 
4,237

 
29

 

U.S. Large Cap Equity
Russell 1000, Russell 1000 Growth, Russell 1000 Value
 
35,489

 
35,489

 

 

U.S. Mid Cap Equity
Russell Mid Cap, Russell Mid Cap Growth, Russell Mid Cap Value
 
6,069

 
6,069

 

 

U.S. Small Cap Equity
Russell 2000, Russell 2000 Growth, Russell 2000 Value
 
4,982

 
4,982

 

 

Non-U.S. Large Cap Equity
MSCI EAFE
 
4,758

 
4,758

 

 

REIT
NAREIT - Equity REIT'S
 
5,069

 

 
5,069

 

Fixed Income (b)
(b)
 
36,435

 

 
36,435

 

Total
 
 
$
103,879

 
$
62,346

 
$
41,533

 
$

The Plan has a current target allocation of 55% invested in a diversified array of equity securities to provide long-term capital appreciation and 45% invested in a diversified array of fixed income securities to provide preservation of capital plus generation of income.
(a)
Actively managed portfolio of securities with the goal to exceed the stated benchmark performance.
(b)
Actively managed portfolio of fixed income securities with the goal to exceed the Barclays 1-5 Year Government/Credit, Barclays Intermediate Government/Credit, and Merrill Lynch Preferred Stock Fixed Rate.

10


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


In 2015, San Jose Water Company expects to make required and discretionary cash contributions of up to $9,238 to the pension plans and Social Welfare Plan. For the three and nine months ended September 30, 2015, $2,398 and $4,328, respectively, has been contributed to the pension plans and Social Welfare Plan.

Note 5.
Segment and Non-Tariffed Business Reporting
SJW Corp. is a holding company with five subsidiaries: (i) San Jose Water Company, a water utility which operates both regulated and non-tariffed businesses, (ii) SJW Land Company and its consolidated variable interest entity, 444 West Santa Clara Street, L.P., which operate commercial building rentals, (iii) SJWTX, Inc. which is doing business as Canyon Lake Water Service Company (“CLWSC”), a regulated water utility located in Canyon Lake, Texas, and its consolidated non-tariffed variable interest entity, Acequia Water Supply Corporation, (iv) Texas Water Alliance Limited, a non-tariffed water utility operation which is undertaking activities that are necessary to develop a water supply project in Texas, and (v) SJW Group, Inc., a Delaware corporation formed in March 2015 for the sole purpose of effectuating a change in the state of incorporation of SJW Corp. from California to Delaware. Any future reincorporation is subject to CPUC approval.
In accordance with FASB ASC Topic 280 – “Segment Reporting,” SJW Corp. has determined that it has two reportable business segments. The first segment is that of providing water utility and utility-related services to its customers through SJW Corp.'s subsidiaries, San Jose Water Company, Canyon Lake Water Service Company, and Texas Water Alliance Limited, together referred to as “Water Utility Services.” The second segment is property management and investment activity conducted by SJW Land Company, referred to as “Real Estate Services.”
SJW Corp.'s reportable segments have been determined based on information used by the chief operating decision maker. SJW Corp.'s chief operating decision maker is its senior staff which includes the Chairman, President and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer, and Senior Vice President of Regulatory Affairs. The senior staff reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiaries.
The tables below set forth information relating to SJW Corp.'s reportable segments and distribution of regulated and non-tariffed business activities within the reportable segments. Certain allocated assets, revenue and expenses have been included in the reportable segment amounts. Other business activity of SJW Corp. not included in the reportable segments is included in the “All Other” category.
 
For Three Months Ended September 30, 2015
 
Water Utility Services
 
Real Estate Services
 
All Other*
 
SJW Corp.
 
Regulated
 
Non-tariffed
 
Non-tariffed
 
Non-tariffed
 
Regulated
 
Non-tariffed
 
Total
Operating revenue
$
79,437

 
1,766

 
1,752

 

 
79,437

 
3,518

 
82,955

Operating expense
61,714

 
1,642

 
1,050

 
289

 
61,714

 
2,981

 
64,695

Operating income (loss)
17,723

 
124

 
702

 
(289
)
 
17,723

 
537

 
18,260

Net income (loss)
9,698

 
(29
)
 
236

 
(371
)
 
9,698

 
(164
)
 
9,534

Depreciation and amortization
9,684

 
112

 
392

 

 
9,684

 
504

 
10,188

Senior note, mortgage and other interest expense
4,707

 

 
255

 
554

 
4,707

 
809

 
5,516

Income tax expense (benefit) in net income
5,742

 
54

 
97

 
(356
)
 
5,742

 
(205
)
 
5,537

Assets
$
1,233,450

 
18,094

 
66,727

 
5,104

 
1,233,450

 
89,925

 
1,323,375


11


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


 
For Three Months Ended September 30, 2014
 
Water Utility Services
 
Real Estate Services
 
All Other*
 
SJW Corp.
 
Regulated
 
Non-tariffed
 
Non-tariffed
 
Non-tariffed
 
Regulated
 
Non-tariffed
 
Total
Operating revenue
$
121,921

 
1,739

 
1,770

 

 
121,921

 
3,509

 
125,430

Operating expense
63,518

 
1,508

 
1,041

 
249

 
63,518

 
2,798

 
66,316

Operating income (loss)
58,403

 
231

 
729

 
(249
)
 
58,403

 
711

 
59,114

Net income (loss)
37,907

 
68

 
795

 
(404
)
 
37,907

 
459

 
38,366

Depreciation and amortization
8,984

 
89

 
394

 

 
8,984

 
483

 
9,467

Senior note, mortgage and other interest expense
4,573

 

 
262

 
562

 
4,573

 
824

 
5,397

Income tax expense (benefit) in net income
16,394

 
73

 
(441
)
 
(295
)
 
16,394

 
(663
)
 
15,731

Assets
$
1,121,925

 
17,606

 
66,457

 
4,116

 
1,121,925

 
88,179

 
1,210,104

 
For Nine Months Ended September 30, 2015
 
Water Utility Services
 
Real Estate Services
 
All Other*
 
SJW Corp.
 
Regulated
 
Non-tariffed
 
Non-tariffed
 
Non-tariffed
 
Regulated
 
Non-tariffed
 
Total
Operating revenue
$
207,335

 
4,801

 
5,333

 

 
207,335

 
10,134

 
217,469

Operating expense
161,191

 
3,947

 
3,077

 
979

 
161,191

 
8,003

 
169,194

Operating income (loss)
46,144

 
854

 
2,256

 
(979
)
 
46,144

 
2,131

 
48,275

Net income (loss)
21,955

 
244

 
768

 
(1,277
)
 
21,955

 
(265
)
 
21,690

Depreciation and amortization
29,056

 
323

 
1,170

 

 
29,056

 
1,493

 
30,549

Senior note, mortgage and other interest expense
14,351

 

 
765

 
1,670

 
14,351

 
2,435

 
16,786

Income tax expense (benefit) in net income
13,017

 
329

 
405

 
(1,015
)
 
13,017

 
(281
)
 
12,736

Assets
$
1,233,450

 
18,094

 
66,727

 
5,104

 
1,233,450

 
89,925

 
1,323,375

 
For Nine Months Ended September 30, 2014
 
Water Utility Services
 
Real Estate Services
 
All Other*
 
SJW Corp.
 
Regulated
 
Non-tariffed
 
Non-tariffed
 
Non-tariffed
 
Regulated
 
Non-tariffed
 
Total
Operating revenue
$
240,514

 
4,520

 
5,348

 

 
240,514

 
9,868

 
250,382

Operating expense
165,623

 
3,596

 
3,118

 
756

 
165,623

 
7,470

 
173,093

Operating income (loss)
74,891

 
924

 
2,230

 
(756
)
 
74,891

 
2,398

 
77,289

Net income (loss)
44,401

 
351

 
1,379

 
(13
)
 
44,401

 
1,717

 
46,118

Depreciation and amortization
26,950

 
269

 
1,228

 

 
26,950

 
1,497

 
28,447

Senior note, mortgage and other interest expense
12,793

 

 
761

 
1,667

 
12,793

 
2,428

 
15,221

Income tax expense (benefit) in net income
19,154

 
314

 
(15
)
 
(69
)
 
19,154

 
230

 
19,384

Assets
$
1,121,925

 
17,606

 
66,457

 
4,116

 
1,121,925

 
88,179

 
1,210,104

 *    For the three and nine months ended September 30, 2015, the “All Other” category includes the accounts of SJW Corp. on a stand-alone basis and SJW Group, Inc. For the three and nine months ended September 30, 2015, SJW Group, Inc. had no revenue or expenses recorded and as of September 30, 2015 held no assets. For the three and nine months ended September 30, 2014, the “All Other” category includes the accounts of SJW Corp. on a stand-alone basis.


12


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


Note 6.
Long-Term Liabilities and Bank Borrowings
SJW Corp.'s contractual obligations and commitments include senior notes, mortgages and other obligations. San Jose Water Company, a subsidiary of SJW Corp., has received advance deposit payments from its customers on certain construction projects. Refunds of the advance deposit payments constitute an obligation of San Jose Water Company solely.

Note 7.
Fair Value Measurement
The following instruments are not measured at fair value on the SJW Corp.'s condensed consolidated balance sheets as of September 30, 2015, but require disclosure of their fair values: cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of such instruments as of September 30, 2015 approximates their carrying value as reported on the condensed consolidated balance sheets. The fair value of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in valuation technique during the three months ended September 30, 2015. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1. The fair value of pension plan assets is discussed in Note 4.
The fair value of SJW Corp.'s long-term debt was approximately $455,236 and $460,171 as of September 30, 2015 and December 31, 2014, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company. The book value of the long-term debt was $384,514 and $384,949 as of September 30, 2015 and December 31, 2014, respectively. The fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy.
As of September 30, 2015 and December 31, 2014, the fair value of the Company's investment in California Water Service Group was $5,732 and $6,378, respectively, and would be categorized as Level 1 of the fair value hierarchy.
 
Note 8.
Regulatory Rate Filings
On September 15, 2014, San Jose Water Company filed an application for rehearing of 2012 General Rate Case Decision No. 14-08-006 to address a limited set of issues from San Jose Water Company's General Rate Case Decision No. 14-08-006. Specifically, San Jose Water Company sought rehearing on the duration of the interim rate period used to determine the General Rate Case true-up recovery and rehearing on the treatment of excess capacity labor in the provision of non-tariffed products and services. On March 27, 2015, the CPUC issued Decision No. 15-03-048 granting a limited rehearing and modifying Decision No. 14-08-006 to recover lost revenue related to the extension of interim rates from the date of the 2012 General Rate Case Decision (August 14, 2014) to the date 2014 rates became effective (September 29, 2014). Decision No. 15-03-048 also provided for a limited rehearing on the treatment of excess capacity labor in the provision of non-tariffed products and services. On August 13, 2015, San Jose Water Company and the CPUC's Office of Ratepayer Advocates (“ORA”) submitted a settlement that resolved all outstanding issues related to the rehearing. On October 1, 2015, the CPUC issued Decision No. 15-10-005 adopting the submitted settlement and closing the proceeding. The settlement agreement did not effect authorized revenues or rates.
On January 5, 2015, San Jose Water Company filed General Rate Case Application No. 15-01-002 requesting authority for an increase of revenue of $34,928, or 12.22%, in 2016, $9,954, or 3.11%, in 2017 and $17,567, or 5.36%, in 2018. This General Rate Case filing also includes several “special requests”, including but not limited to: (1) recovery of the under-collected balance of $4,752 in balancing accounts, (2) disbursement of the over-collected balance of $976 accrued in various memorandum accounts, and (3) implementation of a full revenue decoupling Water Revenue Adjustment Mechanism and associated Modified Cost Balancing Account. The ORA submitted testimony on April 23 2015, recommending increases of $23,468, or 8.54%, in 2016, $13,803, or 4.42%, in 2017 and $16,261, or 4.95% in 2018. San Jose Water Company and the CPUC's ORA reached a settlement agreement on a range of issues, including full settlement on all contested utility plant in-service items. Evidentiary hearings to address all remaining unsettled items took place in June 2015 and briefs were submitted in July 2015. A final decision is expected to occur in the last quarter of 2015 with new rates becoming effective at the beginning of 2016. If a decision is not reached by the end of 2015, the CPUC has mechanisms in place that will allow San Jose Water Company to request interim rates, effective January 1, 2016, until such time a decision is adopted. Interim rates would be set equal to fiscal year-end 2015 rates plus an increase for inflation up to the change in the consumer price index and would remain in effect until a decision is adopted.
On March 26, 2015, San Jose Water Company filed Advice Letter No. 468 with the CPUC. With this advice letter San Jose Water Company requested authorization to recover an under-collection balance of $9,567 in the MCRAMA that accumulated

13


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


during the period April 1, 2014 through December 31, 2014. The MCRAMA approved by the CPUC allows San Jose Water Company to track lost revenue associated with reduced sales due to the ongoing drought and the associated calls for water use reduction from the SCVWD. San Jose Water Company seeks to recover the accumulated balance via a quantity based surcharge on all potable usage for a period of 12 months. This advice letter is currently under CPUC review and a decision is anticipated in the last quarter of 2015.
On May 29, 2015, San Jose Water Company filed Advice Letter No. 474 with the CPUC requesting authorization to increase revenues by $18,357, or approximately 6.44%.  This filing is intended to cover increased costs that go into effect on July 1, 2015 for purchased water and groundwater production charged to San Jose Water Company by the SCVWD.  As directed by the CPUC's Water Division, the revenue increase will be recovered via surcharges on the existing quantity rate. San Jose Water Company's request was authorized and became effective July 1, 2015.
On July 30, 2015, San Jose Water Company filed Application No. 15-07-027 with the CPUC seeking the authorization to implement a reincorporation of San Jose Water Company's parent holding company, SJW Corp., from its present form as a California corporation to a Delaware corporation. A prehearing conference was held in this matter on September 30, 2015. A decision in this matter is anticipated in the first quarter of 2016.
On August 21, 2015, San Jose Water Company file Application No. 15-08-016 with the CPUC seeking authority to issue additional debt and equity securities of up to $150,000 in aggregate for general purposes including property acquisition, construction, completion, extension or improvement of facilities. A decision in this matter is anticipated in the first quarter of 2016.
On August 21, 2015, San Jose Water Company filed Advice Letter 476. San Jose Water Company requested authorization to for a rate base offset for improvements to the Montevina Water Treatment Plant. In Decision No. 13-07-028 the CPUC authorized San Jose Water Company to file annual advice letters to include in rate base costs of the Montevina Water Treatment Plant upgrade project. The advice letter filing requested authorization for a revenue increase of approximately $275 or an increase to rates of 0.09%. The advice letter was approved and the increase in rates became effective September 20, 2015. Revenue will be recorded through rates on a prospective basis. This filing was the second such advice letter. San Jose Water Company will continue to file similar annual advice letters until the project has been completed.
Effective September 1, 2014, CLWSC became subject to the economic regulation of the Public Utilities Commission of Texas (“PUCT”). Prior to that time, CLWSC was subject to economic regulation by the Texas Commission on Environmental Quality (“TCEQ”). Both the PUCT and TCEQ authorize rate increases after the filing of an Application for a Rate/Tariff Change. Rate cases may be filed as they become necessary, provided there is no current rate case outstanding. Further, rate cases may not be filed more frequently than once every 12 months.
On September 16, 2015, CLWSC filed an application with the PUCT requesting approval of the reincorporation of SJW Corp., Inc. from a California corporation to a Delaware corporation.  The application is currently being reviewed by PUCT and a decision in this matter is anticipated in the first quarter of 2016.

Note 9.
Balancing and Memorandum Account Recovery Procedures
For California, the CPUC has established a balancing account mechanism for the purpose of tracking the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes. San Jose Water Company also maintains memorandum accounts to track revenue impacts due to catastrophic events, unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, cost of capital, any revenue requirement impact of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, and other approved activities or as directed by the CPUC.
Balancing and memorandum accounts are recognized by San Jose Water Company when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process. In addition, in the case of special revenue programs such as the MCRAMA, San Jose Water Company follows the requirements of ASC Topic 980 subtopic 605-25 in determining revenue recognition. In assessing the probability criteria for balancing and memorandum accounts between general rate cases, San Jose Water Company considers evidence that may exist prior to CPUC authorization that would satisfy ASC Topic 980 subtopic 340-25 recognition criteria. Such evidence may include regulatory rules and decisions, past practices, and other facts and circumstances that would indicate that recovery or refund is probable. When such evidence provides sufficient support for balance recognition, the balances are recorded in SJW Corp.'s financial statements.

14


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


San Jose Water Company has met the recognition requirements for certain of its balancing and memorandum accounts and, as such, amounts subject to balancing and memorandum accounts and revenue, regulatory assets and regulatory liability changed as follows:
 
Three months ended September 30, 2015
 
Three months ended September 30, 2014
Beginning Balance
 
Revenue Increase(Reduction)
 
Refunds (Collections)
 
Ending Balance
 
Beginning Balance
 
Revenue Increase(Reduction)
 
Refunds (Collections)
 
Ending Balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Memorandum accounts
$
(229
)
 
301

 
150

 
222

 
$
(1,511
)
 
(154
)
 
23

 
(1,642
)
Balancing accounts, net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water supply costs
1,070

 
2,153

 
(32
)
 
3,191

 
(1,221
)
 
2,477

 
(17
)
 
1,239

Pension
140

 
(231
)
 
(230
)
 
(321
)
 
9,672

 
(6,625
)
 
(123
)
 
2,924

2012 General Rate Case true-up
40,367

 

 
(3,813
)
 
36,554

 

 
46,456

 

 
46,456

All others
1,453

 
(88
)
 
(17
)
 
1,348

 
1,858

 
(81
)
 
(9
)
 
1,768

Total balancing accounts
$
43,030

 
1,834

 
(4,092
)
 
40,772

 
$
10,309

 
42,227

 
(149
)
 
52,387

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total balancing and memorandum accounts, net assets
$
42,801

 
2,135

 
(3,942
)
 
40,994

 
$
8,798

 
42,073

 
(126
)
 
50,745

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balancing account, liability:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Drought surcharges
80

 

 
6,333

 
6,413

 

 

 

 

Total balancing account, liability
$
80

 

 
6,333

 
6,413

 
$

 

 

 

 
Nine months ended September 30, 2015
 
Nine months ended September 30, 2014
Beginning Balance
 
Revenue Increase(Reduction)
 
Refunds (Collections)
 
Ending Balance
 
Beginning Balance
 
Revenue Increase(Reduction)
 
Refunds (Collections)
 
Ending Balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Memorandum accounts
$
(1,377
)
 
1,122

 
477

 
222

 
$
(1,895
)
 
230

 
23

 
(1,642
)
Balancing accounts, net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water supply costs
890

 
2,445

 
(144
)
 
3,191

 
(2,378
)
 
3,634

 
(17
)
 
1,239

Pension
1,412

 
(692
)
 
(1,041
)
 
(321
)
 
9,734

 
(6,687
)
 
(123
)
 
2,924

2012 General Rate Case true-up
44,400

 
1,937

 
(9,783
)
 
36,554

 

 
46,456

 

 
46,456

All others
1,735

 
(310
)
 
(77
)
 
1,348

 
2,229

 
(452
)
 
(9
)
 
1,768

Total balancing accounts
$
48,437

 
3,380

 
(11,045
)
 
40,772

 
$
9,585

 
42,951

 
(149
)
 
52,387

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total balancing and memorandum accounts, net assets
$
47,060

 
4,502

 
(10,568
)
 
40,994

 
$
7,690

 
43,181

 
(126
)
 
50,745

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balancing account, liability:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Drought surcharges

 

 
6,413

 
6,413

 

 

 

 

Total balancing account, liability
$

 

 
6,413

 
6,413

 
$

 

 

 

San Jose Water Company's request to extend the interim rate period to end on the effective date of 2014 rates from August 15, 2014 to September 28, 2014, and recover the remaining cumulative balance of $1,937 in that period was authorized and became effective May 6, 2015. As such, San Jose Water Company recorded $1,937 of revenue which has been included in the 2012 General Rate Case true-up row in the table above.

15


SJW CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
SEPTEMBER 30, 2015
(in thousands, except share and per share data)


As of September 30, 2015, the total balance in San Jose Water Company's balancing and memorandum accounts combined, including interest, that has not been recorded into the financial statements was a net under-collection of $22,227, of which the majority relates to the MCRAMA and MCMA. All balancing accounts and memorandum-type accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in San Jose Water Company's next general rate case or at the time an individual account reaches a threshold of 2% of authorized revenue, whichever occurs first. On March 26, 2015, San Jose Water Company filed Advice Letter No. 468 with the CPUC requesting authorization to recover the $9,567 under-collection accumulated in the MCRAMA during the period April 1, 2014 through December 31, 2014. For further discussion, please see Note 8.

Note 10.
Regulatory Assets and Liabilities
Regulatory assets and liabilities are comprised of the following as of September 30, 2015 and December 31, 2014:
Description
 
September 30, 2015
 
December 31, 2014
Regulatory assets:
 
 
 
 
Income tax temporary differences, net
 
$
6,731

 
6,731

Postretirement pensions and other medical benefits
 
115,494

 
115,494

Balancing and memorandum accounts, net
 
40,994

 
47,061

Other, net
 
5,745

 
5,577

Total regulatory assets, net in Consolidated Balance Sheets
 
$
168,964

 
174,863

Less: current regulatory asset, net
 
15,035

 
16,853

Total regulatory assets, net, less current portion
 
$
153,929

 
158,010

 
 
 
 
 
Regulatory liability:
 
 
 
 
Balancing account
 
$
6,413

 

Total regulatory liability in Consolidated Balance Sheets
 
$
6,413

 


Note 11.
Legal Proceedings
SJW Corp. is subject to ordinary routine litigation incidental to its business. There are no pending legal proceedings to which SJW Corp. or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Corp.'s business, financial position, results of operations or cash flows.


16



ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollar amounts in thousands, except per share amounts and otherwise noted)
The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the consolidated financial statements and notes thereto and the related “Management's Discussion and Analysis of Financial Condition and Results of Operations” contained in SJW Corp.'s Annual Report on Form 10-K for the year ended December 31, 2014.
This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of SJW Corp. and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about SJW Corp. and its subsidiaries and the industries in which SJW Corp. and its subsidiaries operate and the beliefs and assumptions of the management of SJW Corp. Such forward-looking statements are identified by words including “expect,” “estimate,” “anticipate,” “intends,” “seeks,” “plans,” “projects,” “may,” “should,” “will,” and variation of such words, and similar expressions. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and our most recent Form 10-K filed with the SEC under the item entitled “Risk Factors,” and in other reports SJW Corp. files with the SEC, specifically the most recent reports on Form 10-Q and Form 8-K, each as it may be amended from time to time. SJW Corp. undertakes no obligation to update or revise the information contained in this report, including the forward-looking statements, to reflect any event or circumstance that may arise after the date of this report.

General:
SJW Corp. is a holding company with five subsidiaries: San Jose Water Company, SJW Land Company, SJWTX, Inc., Texas Water Alliance Limited and SJW Group, Inc.
San Jose Water Company, a wholly owned subsidiary of SJW Corp., is a public utility in the business of providing water service to approximately 229,000 connections that serve a population of approximately one million people in an area comprising approximately 138 square miles in the metropolitan San Jose, California area.
The principal business of San Jose Water Company consists of the production, purchase, storage, purification, distribution, wholesale and retail sale of water. San Jose Water Company provides water service to customers in portions of the cities of San Jose and Cupertino and in the cities of Campbell, Monte Sereno, Saratoga and the Town of Los Gatos, and adjacent unincorporated territories, all in the County of Santa Clara in the State of California. San Jose Water Company distributes water to customers in accordance with accepted water utility methods which include pumping from storage and gravity feed from high elevation reservoirs. San Jose Water Company also provides non-tariffed services under agreements with municipalities and other utilities. These non-tariffed services include water system operations, maintenance agreements and antenna leases.
San Jose Water Company has utility property including land held in fee, impounding reservoirs, diversion facilities, wells, distribution storage, and all water facilities, equipment, office buildings and other property necessary to supply its customers. Under Section 851 of the California Public Utilities Code, properties currently used and useful in providing utilities services cannot be disposed of unless California Public Utilities Commission (“CPUC”) approval is obtained.
San Jose Water Company also has approximately 410 acres of nonutility property which has been identified as no longer used and useful in providing utility services. The majority of the properties are located in the hillside areas adjacent to San Jose Water Company's various watershed properties.

17



SJW Land Company, a wholly owned subsidiary of SJW Corp., owned the following real properties during the year-to-date period ended September 30, 2015:
 
 
 
 
 
 
 
 
% for Nine months ended
September 30, 2015
of SJW Land Company
Description
 
Location
 
Acreage
 
Square Footage
 
Revenue
 
Expense
2 Commercial buildings
 
San Jose, California
 
2
 
28,000
 
10
%
 
10
%
Warehouse building
 
Phoenix, Arizona
 
11
 
176,000
 
12
%
 
9
%
Warehouse building
 
Knoxville, Tennessee
 
30
 
361,500
 
34
%
 
29
%
Commercial building
 
Knoxville, Tennessee
 
15
 
135,000
 
44
%
 
52
%
Undeveloped land
 
Knoxville, Tennessee
 
10
 
N/A
 
N/A

 
N/A

Undeveloped land
 
San Jose, California
 
5
 
N/A
 
N/A

 
N/A

SJW Land Company owns a 70% limited partnership interest in 444 West Santa Clara Street, L.P. One of the California properties is owned by such partnership. The limited partnership has been determined to be a variable interest entity within the scope of FASB ASC Topic 810 – “Consolidation” with SJW Land Company as the primary beneficiary, and as a result, it has been consolidated with SJW Land Company.
SJWTX, Inc., a wholly owned subsidiary of SJW Corp., doing business as Canyon Lake Water Service Company (“CLWSC”), is a public utility in the business of providing water service to approximately 12,000 connections that serve approximately 36,000 people. CLWSC's service area comprises more than 243 square miles in western Comal County and southern Blanco County in the growing region between San Antonio and Austin, Texas. SJWTX, Inc. has a 25% interest in Acequia Water Supply Corporation (“Acequia”). The water supply corporation has been determined to be a variable interest entity within the scope of ASC Topic 810 with SJWTX, Inc. as the primary beneficiary. As a result, Acequia has been consolidated with SJWTX, Inc.
Texas Water Alliance Limited (“TWA”), a wholly owned subsidiary of SJW Corp., is undertaking activities that are necessary to develop a water supply project in Texas. In connection with the project, TWA obtained groundwater production and transportation permits to meet the future water needs in the Canyon Lake Water Service Company's service area and to the central Texas hill country communities and utilities adjacent to the area.
SJW Group, Inc., a Delaware corporation, was formed in March 2015 for the sole purpose of effectuating a change in the state of incorporation of SJW Corp. from California to Delaware (the “Reincorporation”). The Reincorporation requires the approval of the CPUC and will not become effective until after we obtain such approval. In July 2015, we filed an application with the CPUC to seek such approval and a decision is expected in the first quarter of 2016.

Business Strategy for Water Utility Services:
SJW Corp. focuses its business initiatives in three strategic areas:
(1)
Regional regulated water utility operations;
(2)
Regional non-tariffed water utility related services provided in accordance with the guidelines established by the CPUC in California and the Public Utilities Commission of Texas (“PUCT”) in Texas;
(3)
Out-of-region water and utility related services.
As part of our pursuit of the above three strategic areas, the Company considers from time to time opportunities to acquire businesses and assets. However, SJW Corp. cannot be certain it will be successful in identifying and consummating any strategic business acquisitions relating to such opportunities. In addition, the execution of our business strategy will expose us to different risks than those associated with the current utility operations. We expect to incur costs in connection with the execution of this strategy and any integration of an acquired business could involve significant costs, the assumption of certain known and unknown liabilities related to the acquired assets, the diversion of management's time and resources, the potential for a negative impact on SJW Corp.'s financial position and operating results, entering markets in which SJW Corp. has no or limited direct prior experience and the potential loss of key employees of any acquired company. Any future acquisition we decide to undertake may also impact our ability to finance our business, affect our compliance with regulatory requirements, and impose additional burdens on our operations. Any businesses we acquire may not achieve sales, customer growth and projected profitability that would justify the investment. Any difficulties we encounter in the integration process, including the integration of controls necessary for internal control and financial reporting, could interfere with our operations, reduce our

18



operating margins and adversely affect our internal controls. SJW Corp. cannot be certain that any transaction will be successful or that it will not materially harm its operating results or financial condition.
Real Estate Services:
SJW Corp.'s real estate investment activity is conducted through SJW Land Company. SJW Land Company owns undeveloped land in the states of California and Tennessee and owns and operates a portfolio of commercial buildings in the states of California, Arizona and Tennessee. SJW Land Company also owns a limited partnership interest in 444 West Santa Clara Street, L.P. The partnership owns a commercial building in San Jose, California. SJW Land Company manages its income producing and other properties until such time a determination is made to reinvest proceeds from sale of such properties. SJW Land Company's real estate investments diversify SJW Corp.'s asset base.

Critical Accounting Policies:
The discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 2014 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2014.
Our critical accounting policies are described in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2014. There has been no changes in our critical accounting policies. Our significant accounting policies are described in our notes to the 2014 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2014. SJW Corp. did not adopt any new accounting policies during the nine months ended September 30, 2015 except as indicated below.

New Accounting Pronouncement Adopted:
In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-05 - “Service Concession Arrangements” which became effective for SJW Corp. during the first quarter of 2015. ASU 2014-05 specifies that an operating entity should not account for a service concession arrangement as a lease in accordance with FASB ASC Topic 840 - “Leases.” An operating entity should refer to other accounting guidance topics as applicable to account for various aspects of a service concession arrangement. ASU 2014-05 also specifies that infrastructure constructed by an operator in a service concession arrangement should not be recognized as property, plant, and equipment of the operator. ASU 2014-05 required application on a modified retrospective basis to service concession arrangements that existed at January 1, 2015. San Jose Water Company operates the City of Cupertino's municipal water system under a service concession arrangement. Upon adoption of this standard, SJW Corp. reclassified $1,859 of Depreciable Plant and Equipment for infrastructure related to the Cupertino service concession arrangement to intangible assets and the related accumulated depreciation of $377 to accumulated amortization. In addition, SJW Corp. recognized a cumulative effect adjustment of $436, net of tax, to the opening balance of retained earnings.

Impact of Recent Accounting Pronouncements:
In May 2014, the FASB issued Accounting Standards Update 2014-09 which supersedes most of the current revenue recognition requirements, including most industry-specific guidance. On July 9, 2015, the FASB agreed to defer by one year the mandatory effective date but will also provide entities the option to adopt it as of the original effective date. The updated standard will become mandatory for SJW Corp. in the first quarter of 2018 and permits the use of either the retrospective or cumulative effect transition method. Management is currently evaluating the effect that the new standard will have on our consolidated financial statements and related disclosures.
In April 2015, the FASB issued Accounting Standards Update 2015-03 regarding simplification of the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update is effective for SJW Corp. beginning in the first quarter of the fiscal year ending December 31, 2016. Earlier adoption is permitted for financial statements that have not been previously issued. SJW Corp. is required to apply the guidance on a retrospective basis with additional disclosure requirements upon transition. Management does not expect the adoption of this new standard will have a material impact on its consolidated financial statements.


19



Results of Operations:
Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased rainfall curtail water usage and sales.
See Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the California drought and political and regulatory activities that have occurred in response to ongoing drought conditions.
Overview
SJW Corp.'s consolidated net income for the three months ended September 30, 2015 was $9,534, a decrease of $28,832 or approximately 75%, from $38,366 for the same period in 2014. SJW Corp.'s consolidated net income for the nine months ended September 30, 2015 was $21,690, a decrease of $24,428, or approximately 53%, from $46,118 for the same period in 2014. The decrease in net income for the three and nine months ended September 30, 2015 was primarily due to a decrease in revenue as a result of the recognition of $46,456 true-up revenue from the 2014 decision of the 2012 General Rate Case. On September 29, 2014, the CPUC approved a surcharge to true-up the difference between interim rates and authorized rates of $46,700 as well as one-time refunds of $200. Collection of the surcharge is authorized to occur over a three-year period which commenced on October 2, 2014.
Operating Revenue
 
Operating Revenue by Segment
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Water Utility Services
$
81,203

 
123,660

 
$
212,136

 
245,034

Real Estate Services
1,752

 
1,770

 
5,333

 
5,348

 
$
82,955

 
125,430

 
$
217,469

 
250,382

The change in consolidated operating revenues was due to the following factors:
 
Three months ended
September 30,
2015 vs. 2014
 
Nine months ended
September 30,
2015 vs. 2014
Increase/(decrease)
 
Increase/(decrease)
Water Utility Services:
 
 
 
 
 
 
 
Consumption changes
$
(15,264
)
 
(12
)%
 
$
(28,436
)
 
(11
)%
New customers increase
257

 
 %
 
933

 
 %
Rate increases
12,362

 
10
 %
 
33,158

 
14
 %
Balancing and memorandum accounts
6,644

 
5
 %
 
5,966

 
2
 %
2012 General Rate Case true-up
(46,456
)
 
(37
)%
 
(44,519
)
 
(18
)%
Real Estate Services
(18
)
 
 %
 
(15
)
 
 %
 
$
(42,475
)
 
(34
)%
 
$
(32,913
)
 
(13
)%
Operating Expense
 
Operating Expense by Segment
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
Water Utility Services
$
63,356

 
65,026

 
$
165,138

 
169,219

Real Estate Services
1,050

 
1,041

 
3,077

 
3,118

All Other
289

 
249

 
979

 
756

 
$
64,695

 
66,316

 
$
169,194

 
173,093


20



The change in consolidated operating expenses was due to the following factors:
 
Three months ended
September 30,
2015 vs. 2014
 
Nine months ended
September 30,
2015 vs. 2014
Increase/(decrease)
 
Increase/(decrease)
Water production expenses:
 
 
 
 
 
 
 
Change in surface water use
$
152

 
 %
 
$
(3,143
)
 
(2
)%
Change in usage and new customers
(9,511
)
 
(14
)%
 
(18,438
)
 
(11
)%
Purchased water and groundwater extraction charge and energy price increase
5,469

 
8
 %
 
9,261

 
6
 %
Total water production expenses
(3,890
)
 
(6
)%
 
(12,320
)
 
(7
)%
Administrative and general
1,527

 
3
 %
 
5,327

 
3
 %
Maintenance

 
 %
 
365

 
 %
Property taxes and other non-income taxes
21

 
 %
 
627

 
1
 %
Depreciation and amortization
721

 
1
 %
 
2,102

 
1
 %
 
$
(1,621
)
 
(2
)%
 
$
(3,899
)
 
(2
)%
Sources of Water Supply
San Jose Water Company's water supply consists of groundwater from wells, surface water from watershed run-off and diversion, reclaimed water, and imported water purchased from the SCVWD under the terms of a master contract with SCVWD expiring in 2051. Surface water is the least expensive source of water. Changes and variations in quantities from each of these sources affect the overall mix of the water supply, thereby affecting the cost of the water supply. In addition, the water rate for purchased water and the groundwater extraction charge may be increased by the SCVWD at any time. If an increase occurs, then San Jose Water Company would file an advice letter with the CPUC seeking authorization to increase revenues to offset the cost increase.
CLWSC's water supply consists of groundwater from wells and purchased treated and untreated raw water from the Guadalupe-Blanco River Authority (“GBRA”). CLWSC has long-term agreements with the GBRA, which expire in 2037, 2040, 2044 and 2050. The agreements, which are take-or-pay contracts, provide CLWSC with an aggregate of 6,900 acre-feet of water per year from Canyon Lake at prices that may be adjusted periodically by GBRA. 
The following table presents the change in sources of water supply, in million gallons, for Water Utility Services:
 
Three months ended September 30,
 
Increase/
(decrease)
 
% of Total Change
 
Nine months ended September 30,
 
Increase/
(decrease)
 
% of Total Change
2015
 
2014
 
 
2015
 
2014
 
Purchased water
7,215

 
5,870

 
1,345

 
10
 %
 
16,848

 
14,707

 
2,141

 
6
 %
Groundwater
3,086

 
7,709

 
(4,623
)
 
(33
)%
 
9,508

 
19,948

 
(10,440
)
 
(30
)%
Surface water
82

 
138

 
(56
)
 
(1
)%
 
1,553

 
230

 
1,323

 
4
 %
Reclaimed water
263

 
296

 
(33
)
 
 %
 
505

 
578

 
(73
)
 
 %
 
10,646

 
14,013

 
(3,367
)
 
(24
)%