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Executives

Suzy Papazian – Corporate Secretary

Richard Roth – President & CEO

David Green – CFO

Palle Jensen – VP Regulatory Affairs

Analysts

Heike Doerr – Janney Montgomery Scott

SJW Corp. (SJW) Q1 2009 Earnings Call May 7, 2009 1:00 PM ET

Operator

Good day ladies and gentlemen, and welcome to the SJW first quarter 2009 conference call. (Operator Instructions) I would now like to turn the presentation over to your host for today’s call, Ms. Suzy Papazian, Corporate Secretary; please proceed.

Suzy Papazian

Welcome everyone to the first quarter 2009 financial results conference call for SJW Corp. Presenting today are Richard Roth, President, and Chief Executive Officer, and David Green, Chief Financial Officer.

Before we begin today's presentation, I'd like to remind you that yesterday's press release and this presentation may contain forward-looking statements. We wish to caution you that these statements are just projections and that actual results and the timing of future events may differ materially.

For a description of factors that could cause actual results to be different from statements in the release and in this presentation, we refer you to the press release and to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2009.

All forward-looking statements are made as of today, and SJW Corp. disclaims any duty to update or revise such statements. You will have the opportunity to ask questions at the end of the presentation. As a reminder, this webcast will be available until July 27, 2009. You can access the release and the webcast at the corporate website, www.sjwater.com.

I will now turn the call over to Richard.

Richard Roth

Thank you Suzy, and thank you all for joining us today. My name is Richard Roth, I’m the President and Chief Executive Officer of SJW Corp. With me is our Chief Financial Officer, David Green, together we are pleased to provide you with SJW’s first quarter results for 2009.

SJW released the 2009 Q1 results yesterday and in a few minutes David will provide you with additional information regarding those results.

Now let me speak directly to Q1 2009 results, earnings of $116,000 compared to $2.7 million in quarter one of 2008 reflect cold and rainy weather as well as higher costs in a number of key areas. The Q1 results were to be expected given the weather conditions and the fact that San Jose Water Company is in the last year of its general rate case.

To expand a bit on the rate case cycles, San Jose Water Company is a large single district filer who’s general rate case decisions cover three years. The current general rate case period being 2007 through 2009. Under CPUC regulation, California investor owned water companies receive only escalation or attrition increases in the last two years of a general rate case, 2009 obviously being an attrition or escalation year for San Jose Water Company.

Attrition or escalation increases are limited to the published rate of inflation. This impacted San Jose Water Company and other investor owned water companies negatively when expense items such as pension costs increased at amounts greater then the rate of inflation.

If expenses increase at a rate greater then the rate of inflation for the last two years of a rate case cycle as has been the case for many expenses in 2008, 2009, the problem may be compounded. The good news is that San Jose Water Company has a general rate case pending which should provide rate relief as new rates are scheduled to go into effect January 1, 2010 and should provide revenue sufficient to cover the increased costs as well as returns on additional investments in utility plans.

At the outset let me attempt to provide some information and insights regarding San Jose Water Company’s decision to not adopt full revenue adjustment mechanisms and full cost balance account rate making mechanisms. For decades San Jose Water Company has demonstrated the ability to achieve with some notable exceptions, our authorized rate of return.

We have been able to accomplish this through disciplined management, effective application of resources, innovative use of technology, and outstanding customer service. We continue to believe that our customers, shareholders, and employees are best served by a regulatory paradigm that provides flexibility, and incentives for efficient use of all resources including water.

Generally water companies stellar record in conservation, environmental stewardship, and operating excellence speaks volumes about our ability to manage our business effectively in an environment with minimal regulatory encumbrances, mechanisms, and oversight.

We have managed through droughts, earthquakes, and economic downturns by working closely with regulators and customers to find an intelligent and balanced solutions. SJW willingly accepts the risk and embraces the opportunities characteristic of non ram and full cost balancing account regulatory schemes.

Now to the present, we are clearly in changing and challenging times and at least for now, it appears San Jose Water Company would have been better served with a full ram and full cost balancing account in the first quarter of 2009 and possibly for the remainder of 2009. However it is not clear that the greater good of the whole is best or even well served by rams and full cost balancing accounts.

Do they really create more water supplies at a lower cost. Are they inherently fair and unbiased. Are they transparent and equitable. Do they spawn or create desirable management behavior. Are they efficient, economic mechanisms. One thing is clear, if SJW is to succeed over the long-term it must continue to do what is best for our customers and benefits our investors. In my view it has not been unequivocally determined that decoupling customer usage and utility revenue from usage and providing protection for supply costs accomplishes those goals without creating economic disincentives.

That said, we are realists and are not [inaudible] to ideologies. As you hear later in the call we are moving quickly to adapt to a changing world and to continue to operate successfully in any environment and under any regulatory scheme.

I’d now like to turn the call over to our Chief Financial Officer, David Green, for his detailed review of the results for the quarter.

David Green

Thank you Richard and to everyone who has joined us today. The story for the quarter is lower consumption. Q1 was challenging from a P&L perspective. This was primarily the result of lower water usage compared to Q1 of last year, less surface water in the mix, and operating expenses outpacing authorized escalations.

Q1 revenue was $40 million, up $1.2 million or 3% compared to Q1 of 2008. The primary driver again was San Jose Water Company’s average customer usage which was off 11% for Q1 for 2009. While we are not able to parse exactly the variable the driving reduced consumer usage, one of the factors that could impact usage is our water conservation efforts.

In November of 2008 we implemented a tiered rate structure to encourage conservation. The tiered rate structure increases customer costs as their water use rises past certain levels. There were also weather related factors that can drive usage down. One weather related factor was the rainfall pattern this quarter. The pattern was relatively even throughout the quarter.

This was unusual for us as rain is more typically concentrated in January and February. A second factor was cool temperatures, and then there was also the constant drumbeat of headlines about the California drought, which may have influenced customer behavior. All those factors likely contributed to the 11% decrease in average usage in California, compared to Q1 of 2008.

Aggregate production costs were slightly higher at $13.6 million despite lower system volume. The driver here was average cost per unit for water production at San Jose Water Company in 2009 compared to 2008. For purchased water, unit cost was up 7.5% and ground water unit costs were up 9.2%.

Lower use of surface water compared to last year also contributed to higher production costs. That being the case we do expect to have surface water volume in the production mix at approximately the same level as last year for the year overall.

Purchased water and ground water costs were somewhat mitigated by lower volumes and reduced power costs. Power costs is the smallest component of our water production costs and was down 13% in Q1 2009 versus Q1 2008 despite higher rates and this was due to lower volumes.

As a result of lower revenue and slightly higher aggregate production costs, SJW gross profit was down 5% or $1.4 million to $26.4 million. Operating expenses in aggregate were approximately $23 million, up 4% compared to Q1 of 2008. Some of the significant changes are as follows.

Administrative and general expenses were up 22% or $1.3 million, this was driven largely by pension expenses increases of roughly $730,000 and acquisition expenses some of which were related to our acquisition of the Bulverde service area.

While the incremental acquisition expenses are not a continuing operating expense, unless of course we do engage in further M&A activities, we do expect pension expenses to continue at approximately Q1 levels through this fiscal year.

The primary driver for pension expense increases is the decline in the value of assets funding the pension during fiscal year 2008. As asset values decline, pension expenses increase with all other variables held constant.

With regard to pension cash funding requirement, the required cash contribution to the pension in fiscal year 2009 is roughly 23% higher then the required contribution last year. That compares to a 75% increase in the pension expense hitting the P&L in 2009.

Taxes other then income tax was also up 44% or $700,000. This was driven by our Tennessee real estate property tax of approximately $800,000 in Q1 of 2009. This is an expense that is normally paid by tenants under triple net leases and was therefore not budgeted for.

We have petitioned the bankruptcy court for reimbursement for a portion of this expense. Depreciation and amortization expense was up 8% or $500,000 largely driven by the $88 million of additions to the utility plan in fiscal year 2008.

The line item on our P&L called other, was also up 8% or $300,000 driven by labor costs, contractors, and lab testing expenses. For your information, other includes customer accounts, field service, IT, operations, and water treatment and quality.

Maintenance expense was down 4% partially driven by a 25% reduction in water mane repairs and related paving expenses in Q1 2009 compared to a year ago. This performance reflects our maintenance department’s strong leadership and balanced approach to maintaining the quality and reliability of our distribution system.

And of course income tax was down $1.7 million or 94% to $101,000 due to substantially lower income. As a result operating income for the quarter was $3.5 million, down from the $5.8 million achieved in Q1 of 2008.

Below the operating line, our non regulated services income was lower in the first quarter compared with a year ago mainly due to fewer projects requested by others. We don’t consider the decline a material change in our business.

We also realized an additional $200,000 in interest expense on senior debt due to higher debt levels and lower capitalized interest expense. All together we earned net income of $116,000 for the quarter or $0.01 per share and that compares to $0.15 per share in Q1 of 2008.

Our comprehensive net loss was $0.15 per share due to a $0.16 loss reflective of the reduced value of our common stock interest in California Water Service Group. In Q1 of 2009 we became compliant with FAS 141R which requires certain expenses related to mergers and acquisitions to be expensed in current periods rather then capitalized.

Under the old rules we would have capitalized over $430,000 in M&A expense but instead, that $430,000 was expensed in Q1 of 2009 with a direct impact on EPS. Of the $430,000 expensed in Q1, $185,000 was related to the acquisition of the Bulverde service area with the remainder associated with previous period costs which were originally capitalized.

Turning to the balance sheet we added approximately $12.5 million to the utility plan during Q1 of 2009, slightly off the three year historical average pace. Significant contributions to the slower then average start include regulatory, legal, and municipal hurdles that have complicated a larger proportion of projects in 2009 compared to past years.

Despite the slower then average start we are quickly ramping up our CapEx spend rate and we plan to fund a capital budget of approximately $60 million for fiscal year 2009. During the quarter we also closed on $10 million of 15 year senior unsecured notes which were priced at par and yield 6.54%.

We used the proceeds of $10 million to pay down a portion of our revolving line of credit. With regard to future financings, we are confident that additional debt is available. We have a financing application in process with the CPUC requesting up to an additional $90 million of long-term debt in future periods.

Given the recessionary economic environment there have been a few questions about our accounts receivable performance and write-off experience. Year over year our DSO has remained constant at approximately 19 days. Accounts written off in Q1 of 2009 were up approximately $100,000 or one quarter of 1% of Q1 revenue, so no real impact on the business.

In Texas, our Canyon Lake water service company realized 27% revenue growth compared to Q1 of 2008. Our connections account grew to more then 8,800 from the almost 7,200 connections in place when we acquired the operation in 2006.

Rates and usage also increased in Texas further driving revenue growth. We also closed the Bulverde acquisition which included a significant service area, adding about 54% to our Texas footprint which now stands at 235 square miles.

The Bulverde acquisition represents a long-term growth opportunity for the company due its location and the path of expansion in the desirable area between Austin, and San Antonio, Texas. The purchase price for the Bulverde service area was $3.7 million.

SJW land company was [off] its 2009 performance. As a reminder in January of 2009 a significant tenant occupying our Knoxville, Tennessee office building and distribution center declared Chapter 11 bankruptcy and announced its intention to liquidate its business. Since then the tenant has been winding down but continues to pay rent at substantially reduced levels.

Since the lease was a triple net lease the holding costs for the Tennessee properties have been gradually migrating to SJW as the tenant gradually moves out of the space. Some of the expenses the land company will be picking up include building insurance, property tax, landscaping and maintenance expenses, and elevator contracts.

While the tenant still occupied a small fraction of the office space at 3/31/09, we expect minimal rent payments to continue through May of 2009. We have begun to market the Tennessee properties and are hopeful that a new tenant can be identified in the near-term. All other land company properties are performing as expected.

In conclusion looking beyond the first quarter, weather will continue to impact usage and therefore revenue going forward. Hot and dry summers for instance have historically resulted in higher usage. Also late season rain has lowered our production costs in past years, by providing for additional low cost surface water in our production mix.

A significant unknown this year is how conservation will impact water usage relative to past experience. Also as a result of the uncertainties created by weather, the US recession, and California specific conditions such as drought and sluggish economic activity, we continue to manage from a cost control perspective.

Some of the moves we’ve made to control costs are to cut overtime wages by approximately 20%, we’ve deferred non essentially maintenance, we’re delaying our 2009 new hires to late in the fiscal year, and we’re taking opportunities to capitalize labor on utility plant projects.

We also plan to shrink our summer hiring program, and with that I’ll now turn the call back to Richard for his closing remarks.

Richard Roth

Thanks David, I don’t want to be redundant and repeat some of the information that David gave to you, but I wanted to talk to you a little bit about weather and while surface water production was down 32% in the first quarter versus a year ago, which does impact our operating performance, increases our production costs, the intensity and the timing of the rainfall just created unusually turbulent water that caused our treatment plants to be offline during many storm events.

However what is to be remembered is that our reservoirs are now filled and we should have increased surface water supplies in Q2 which should help our earnings in Q2. Turning to the pension numbers for just a moment, yes, Q1 pension expense was substantially higher then in the same period a year ago, but please recall that effective March 31 of 2008, San Jose Water Company negotiated with its union membership to close its defined benefit plan to all new employees.

Currently all new SJWC employees participate in the defined contribution plan which eliminates the variability and risk associated with previous legacy plans. Turning to water supplies, on March 24, 2009 our wholesale water supplier, the Santa Clara Valley water district called for a mandatory 15% reduction in usage by all Santa Clara county residents.

The district while admitting they have no means or authority by which to enforce the call for 15% mandatory conservation, is calling for retail water suppliers to adopt new ordinances and other rules that would impose restrictions on users who violate water ordinances.

Now what’s important is our response to that, so in response to the Santa Clara Valley district’s request for 15% mandatory conservation, on April 14 San Jose Water Company filed an advice letter with California Public Utilities Commission. The advice letter among other things request the following.

It notifies the Commission’s division of water and audits that San Jose Water Company is activating Rule 14.1, Section A, this section essentially defines the series of non essential or unauthorized water usage but does not impose customer allocations and does not establish penalties for excess water use.

Two, it seeks authority for San Jose Water Company to establish a mandatory conservation memorandum account to track the additional administrative and operating costs not otherwise recoverable through memorandum accounts, balancing accounts, or any other mechanism recognized by the Commission.

And finally and most importantly, it establishes a mandatory conservation revenue adjustment memorandum account to track the revenue impact of mandatory conservation. It is expected that the Commission will act on the request within 90 days from filing our about mid July.

Now a quick comment on capital availability, indications are that the US capital markets have settled somewhat since our last call. Higher grade utility debt offerings are being effected without difficulty in most cases. San Jose Water Company closed on $10 million of long-term notes as David described and is scheduled to close on another long-term note issuance of $20 million as soon as regulatory approval is received.

It is not clear how the equity markets will receive new offerings. It is not clear that they are functioning normally so we are paying close attention to how the equity markets are behaving and have adopted a heightened sensitivity to the activity in those markets.

In other regulatory affairs the first quarter of 2009 has been one of intense regulatory activity and filings for SJW encompassing active rate filings in two states, advice under filings, and a pending financing application. San Jose Water Company implemented previously authorized attrition or escalation rate increases from our current general rate case, and we are well into the process of seeking regulatory approval in California for rates to become effective in 2010, 2011, and 2012.

In addition to the previously reported $5 million revenue increase which was effective January 1 of this year to cover the projected increase in operating costs for 2009, San Jose Water Company filed an advice letter requesting a rate base offset for recently completed capital improvements.

This should result in a revenue increase of about $1.3 million and should become effective at the end of May. I think its probably appropriate to comment with a little bit more granularity on the pending California general rate case.

In January San Jose Water Company filed a general rate case covering the years 2010 through 2012 requesting revenue increases of $36 million, $15 million, and $20 million for the three years respectively.

A presiding Commissioner has been assigned, the proceeding schedule adopted, and we expect the CPUC staff report by the middle of May. A final Commission decision is expected in October with new rates effective in January of 2010.

In accordance with the Commission’s new rate case plan, the cost of capital proceeding is now a separate but parallel proceeding. On May 1, San Jose Water Company filed our cost of capital proposal which should be considered by the Commission prior to the end of 2009, and reflected in new rates effective January of 2010.

Now turning to the Texas general rate case status, in Texas the TCEQ, the Texas Commission on Environmental Quality, has until May 17 to decide on the need for evidentiary hearings for our Canyon Lake water service company rate case. New rates have been reflected in our November, 2008 rate filing and have been in effect since January 14, 2009, but the Commission retains the right to address customer comments through the hearing process.

The public comment period ended on April 16, 2009. Now turning to business development and growth initiatives, in California there is a growing need to improve the facilities and management of the state’s Bay Delta water system. This is a tremendous undertaking requiring unprecedented cooperation among multiple diverse agencies and perhaps comprehensive legislation and most likely engineering solutions that may take years if not decades to complete.

Locally our focus is to creating new source of water supply using recycled water. We view the further development of recycled water is environmentally responsible and fiscally prudent. Working cooperatively with the Santa Clara water district and the city of San Jose, we are evaluating public/private partnership solutions with key roles and responsibilities for SJW.

Paramount to this effort is the need to extend the distribution system to reach new customers, and to enhance the treatment of waste water to expand the uses for recycled water. In the 2010 through 2012 general rate case currently pending before the Commission, San Jose Water Company has included capital projects to install approximately 40,000 feet of new purple pipe for recycled water.

We are also evaluating opportunities to participate in the construction and operation of advance waste water treatment facilities that would enable use of recycled water for possible stream flow augmentation, ground water recharge, or other uses.

In Texas, effective February 6, 2009 SJWTX acquired from the city of Bulverde, Texas and the Guadalupe [Blanco] River Authority the right to provide water service within the city and certain areas outside of the city.

While David has gone over this in some detail let me add my personal comments on this transaction. In doing so we acquired substantially all of the retail water service of the Guadalupe Blanco River Authority associated with their facilities in the service area.

The addition of the Bulverde service area increases the retail area served by SJWTX or Canyon Lake water service company to approximately 235 square miles roughly doubling the service area. Most importantly the Bulverde service area borders Bear County and the northern part of the San Antonio metroplex. Additionally we have several offers outstanding for the acquisition of smaller systems in our near our service area.

I continue to believe that we are well positioned with a high quality of regional franchises in Texas providing the company with an outstanding growth platform. Now for my closing remarks.

While the first quarter of 2009 was not what we had hoped it would be and the remainder of 2009 may prove challenging, I believe the fundamentals that SJW remain remarkably strong. We have two outstanding regional water franchises located in economically vibrant and growing regions, we have invested wisely in our systems and should continue to receive attractive returns in our regulated businesses.

Further we are preparing to address the water supply challenge and opportunities that lie ahead while positioning the company to participate in what we believe will be a dynamic water sector and an evolving infrastructure economy. That means growing competencies, establishing relationships, and identifying capital that will allow us to move crisply and seize opportunities as they arise.

That concludes my comments for today, now I’d like to open the floor to your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Heike Doerr – Janney Montgomery Scott

Heike Doerr – Janney Montgomery Scott

I was wondering if you could give us a couple of more details on what exactly the delays were that impacted CapEx in the first quarter.

Richard Roth

The weather was one thing, I hate to keep harping on it but it did rain a whole lot and the other thing that’s probably important is just the permitting process for a couple of large projects. It was its usual difficult self in causing the delays. But the projects are all teed up and they’re ready to go and there’ll be sort of a burst of activity in the second quarter.

It is a little bit of an anomaly but—

Heike Doerr – Janney Montgomery Scott

Is that permitting on the city level.

Richard Roth

Yes, we deal—

Heike Doerr – Janney Montgomery Scott

On the local level.

Richard Roth

Yes, no it’s a local level deal, we’re about 75% in the city of San Jose but we serve six municipalities in total and then there’s the county and of course the Department of Transportation, and the fish and game and a lot, so suffice it to say that in some cases some projects it can go from one municipality to another, just they require permitting.

It can be challenging but it usually is worked out and we try to do other things in the interim to advance the project but sometimes the permits just hold us up.

Heike Doerr – Janney Montgomery Scott

On the cost of capital its great to hear that you filed May 1 as scheduled, how does the lack of a final decision for the three larger utilities change the time line for you and your peers that filed last week.

Richard Roth

I think they’re pretty separate proceedings and I don’t think it should have an effect. That is the standard pat answer. We’re going to watch it carefully and see what happens but as far as the time line, I don’t think that it really has a bearing.

Heike Doerr – Janney Montgomery Scott

I struggle when I think of the San Jose story, I struggle to get my arms around the modified ram. Can you, we’re all just in the investment community starting to learn the way that it works for Cal Water and the American states, they call that I think a full cost ram, you refer to yours as a modified ram, can you refresh our memory on what exactly the modified ram entails and how that’s different from what you’re proposing with the advice letter.

Richard Roth

I’m going to, anticipating your question, we have our Vice President of Regulatory Affairs standing by, he’s going to be able to give you a good answer so, Palle Jensen is here and I’m going to ask him to address your questions.

Palle Jensen

Actually its not a modified ram, its what’s called a monterey ram and what it is is its basically a rate adjustment mechanism rather then a revenue adjustment mechanism. It doesn’t entirely decouple sales from revenue but it does make us hold for any sales that we have based on the calculation of a uniform rate so our tiered rate system, sales under the tiered rate system which is supplied to our residential customers, we may hold for any sales at the uniform rate.

So it’s a rate adjustment mechanism rather then a revenue adjustment mechanism.

Heike Doerr – Janney Montgomery Scott

So its only kind of offsetting the impact of the tiered rate structure.

Palle Jensen

That’s correct.

Heike Doerr – Janney Montgomery Scott

There is no supply shift change.

Palle Jensen

Well the ram, the ram itself even for the full ram companies does not account for supply costs. That is taking place in a—

Heike Doerr – Janney Montgomery Scott

Modified cost balancing account.

Palle Jensen

Balancing account.

Heike Doerr – Janney Montgomery Scott

And you don’t have that at all.

Palle Jensen

We have an incremental balancing account for any changes in the cost per unit cost of our supply costs but what we do have with the monterey ram, we have upside potential in that we do not have any limitations on the number of sales that we can have. And we don’t have any limitations on the variable costs we can retain from sales.

So it’s a little different from the full ram that you see at some of the other companies here in California.

Heike Doerr – Janney Montgomery Scott

But this advice letter that Richard mentioned sounds very much like a modified cost balancing account.

Palle Jensen

That’s basically what it is but it’s an interim measure and response to the call from the Santa Clara Valley water district for mandatory conservation. So its in response to the current conditions. As you probably recall we implemented the monterey ram and tiered rate system based on a settlement we did back in 2007 and we implemented that in late 2008.

So we have limited experience with the monterey ram at this point and in response to the Santa Clara Valley water district direct call for mandatory conservation we sought the special memorandum account mechanism for this particular case.

Heike Doerr – Janney Montgomery Scott

So when the water district ceases and desists on the water usage announcement you would then stop using this interim balancing account.

Palle Jensen

That’s correct.

Operator

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

Richard Roth

Thank you everyone and thank you for your time and listening to our call this morning. It was a long call but I think we covered a lot of ground and explained a lot of the developments that took place in the first quarter. It was a busy first quarter and we’re on to the second quarter now. The sun is shining and things are going to look up. So thanks a lot everybody for calling in and we’ll talk to you next quarter.

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