Southwest Water Co - Notification that Annual Report will be submitted late (NT 10-K)
March 17 2008 - 2:06PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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SEC File
Number 0-8176
CUSIP Number
845331
(Check one):
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x
Form
10-K
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o
Form
20-F
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o
Form
11-K
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o
Form
10-Q
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o
Form
10-D
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o
Form
N-SAR
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o
Form
N-CSR
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For Period Ended:
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December 31, 2007
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o
Transition Report on Form 10-K
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o
Transition Report on Form 20-F
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o
Transition Report on Form 11-K
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o
Transition Report on Form 10-Q
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o
Transition Report on Form N-SAR
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For the Transition Period Ended:
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(Not Applicable)
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Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
SouthWest Water Company
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Full Name of Registrant
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Former Name if Applicable
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624 South Grand Avenue, Suite 2900
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Address of Principal Executive Office
(Street and Number)
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Los Angeles, CA 90017
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City, State and Zip Code
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PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
x
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(a)
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The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense
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x
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR
or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III NARRATIVE
State below in reasonable
detail why Forms 10-
K, 20
-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
SouthWest Water Company (the
Company) is unable to timely file its annual report on Form 10 K for the year
ended December 31, 2007 (the Report).
Because of the complexities involved in quantifying the impairment charges
described below and reflecting those charges in the consolidated financial
statements, the Company will be unable to file its Annual Report on Form 10-K
for the year ended December 31, 2007 on a timely basis.
The Company expects to file the
Report on or before the expiration of the fifteen-day extension period granted
pursuant to Rule 12b-25.
(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this
notification
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Cheryl L Clary
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213
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929-1800
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer is
no, identify report(s).
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x
Yes
o
No
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(3)
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Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
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x
Yes
o
No
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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The Company, to the best of its knowledge and belief, expects to
report results of operations for the year ended December 31, 2007 as shown in
the table below. The results for 2007 are unaudited and have not been
reported upon by the Companys independent accountants. In addition, a
reclassification of 2006 amounts has been made to reflect a wholesale water
and wastewater operation as a discontinued operation. This reclassification
has also not been reported upon by the Companys independent accountants.
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December 31,
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(In thousands)
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2007
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2006
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(Unaudited)
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Revenues
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$
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217,347
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$
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218,802
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Operating income
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2,859
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22,419
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Income (loss) from continuing operations
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(5,020
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)
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10,009
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Loss from discontinued operations
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(3,026
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)
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(681
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)
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Net income (loss)
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(8,046
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)
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9,399
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Net income (loss) applicable to common
stockholders
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(8,070
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)
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9,375
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Basic earnings (loss) per common share:
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Income (loss) from continuing operations
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$
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(0.21
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)
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$
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0.44
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Loss from discontinued operations
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(0.12
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(0.03
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)
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Net income (loss) applicable to common
stockholders
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$
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(0.33
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$
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(0.41
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)
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Diluted earnings (loss) per common share:
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Income (loss) from continuing operations
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$
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(0.21
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$
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0.43
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Loss from discontinued operations
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(0.12
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)
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(0.03
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Net income (loss) applicable to common
stockholders
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$
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(0.33
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)
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$
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0.40
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Weighted average common shares outstanding:
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Basic
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24,101
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22,928
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Diluted
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24,101
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23,363
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During recent impairment testing, the Company
determined that revenue growth for its Texas Utilities was likely to be slower
than originally projected due to downturns in overall economic conditions and
new housing construction as well as a slower rate of regulated rate increases.
The Company also determined that higher levels of capital expenditures than
previously projected were necessary to bring the systems into regulatory
compliance and to continue improving the quality of service for its customers.
These factors resulted in significantly lower discounted cash flow projections
than previously forecast. Based on these projections, the entire $17.2 million
of goodwill associated with the Texas Utilities was found to be impaired and
was charged to expense in 2007. The charge is reflected as a reduction of 2007
operating income.
The Company has elected to sell a wholesale
water and wastewater operation in Texas and believes it can consummate the
sales during 2008. As a result, the Company has classified the assets and
related liabilities as held for the sale and the related results of operations
are reflected as discontinued operations for all periods presented. The Company
determined that the carrying value of the assets may not be recoverable through
the sales process. As a result, the Company recorded impairment charges
aggregating $3.4 million to reduce the carrying value of the long-lived assets
to expected realizable value. The charge is a component of the 2007 loss from
discontinued operations.
SouthWest Water Company
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
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March 17, 2008
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By:
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/s/ CHERYL L. CLARY
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Cheryl L. Clary
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Chief Financial Officer
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INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representatives authority to sign on behalf of the registrant shall be filed
with the form.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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