UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: May 25, 2011
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
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NEW JERSEY
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0-422
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22-1114430
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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1500 RONSON ROAD, P.O. BOX 1500, ISELIN, NEW JERSEY 08830
(Address of principal executive offices, including zip code)
(732)-634-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item. 5.07. Submission of Matters to a Vote of Security Holders
Middlesex Water Company held its Annual Meeting of Shareholders on May 24, 2011. The following directors were re-elected to the board: John R. Middleton, M.D., Engaged in Private Practice, Infectious Diseases and formerly Chair of the Department of Medicine and former Chief Medical Officer of Raritan Bay Medical Center, and Jeffries Shein, Managing Partner, JGT Management Company, LLC. The following new directors were elected: James Cosgrove, Jr. P.E., Principal, Omni Environmental LLC and Amy Mansue, President and CEO of Children’s Specialized Hospital. Each of these directors will serve a term of office of three years, except that Ms. Mansue will stand for re-election in May 2013 as a Class II Director whose term expires in 2013. The certified results of the matters voted upon at the meeting, which are more fully described in our Company’s April 12, 2011 proxy statement, are as follows:
Description of Matters Submitted
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Proposal No. 1
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Election of Directors
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For
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Withheld
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Broker Non-Votes
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James Cosgrove, Jr.
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8,329,271
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160,901
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5,067,525
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Amy B. Mansue
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8,323,664
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166,508
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5,067,525
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John Middleton, M.D.
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8,014,116
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476,056
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5,067,505
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Jeffries Shein
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8,010,481
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479,691
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5,067,525
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Proposal No. 2
Ratification of the appointment by the Audit Committee of Parente Beard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
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For
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Withheld
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Abstain
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13,388,015
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112,813
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56,869
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Description of Matters Submitted
Proposal No. 3
To approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker Non-Votes
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7,498,277
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660,907
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330,988
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5,067,525
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Description of Matters Submitted
Proposal No. 4
To provide a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding shareholder vote to approve the compensation of the Company’s named executives.
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One Year
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Two Years
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Three Years
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Abstain
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6,490,786
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77,25
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1,525,854
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396,276
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The vote results indicate that a majority of the votes cast were cast in favor of conducting the advisory vote on executive compensation on an annual basis. In light of this vote, and consistent with the Company’s recommendation as described in its 2011 proxy statement, the Company’s Board of Directors has determined to implement an annual advisory vote on compensation for the named executive officers, until the next advisory vote on frequency is held (which must be conducted at least every 6 years).
Item 8.01 Other Events
On May 24, 2011, Middlesex Water Company held its 2011 Annual Meeting of Shareholders at its company headquarters in Iselin, New Jersey. Announcement of voting results at which shareholders elected a slate four directors and ratified the Audit Committee’s appointment of Parente Beard LLC as the independent registered public accounting firm for 2011 as described above.
Management’s presentation at the Annual Meeting of Shareholders will be available for viewing for viewing for 30 days at the company’s website: www.middlesexwater.com on the Presentations/Interviews page of the Investor Relations section. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
News Release
On May 25, 2011, the Company issued a press release describing the voting results of shareholders at the annual meeting, the election of directors, the ratification by shareholders of the appointment of Parente Beard LLC as the Company’s independent auditors for the year ending December 31,2011. A copy of the Company’s press release dated May 25, 2011 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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99.1
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Company officers’ slide show presentation at the Annual Meeting of Shareholders May 24, 2011
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99.2
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Company press release dated May 25, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
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MIDDLESEX WATER COMPANY
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(Registrant)
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s/Kenneth J. Quinn
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Kenneth J. Quinn
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Vice President, General Counsel,
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Secretary and Treasurer
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Dated: May 25, 2011
2
2011 Annual Meeting of
Shareholders
Shareholders
May 24, 2011
Certain matters discussed in this presentation are forward-
looking statements intended to qualify for the “safe harbor”
from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can
generally be identified as such because the context of the
statement will include words such as the Company “believes,”
“anticipates,” “expects” or words of similar import. Similarly,
statements that describe the Company’s future plans,
objectives, estimates or goals are also forward-looking
statements that are subject to the risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in the statements.
looking statements intended to qualify for the “safe harbor”
from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can
generally be identified as such because the context of the
statement will include words such as the Company “believes,”
“anticipates,” “expects” or words of similar import. Similarly,
statements that describe the Company’s future plans,
objectives, estimates or goals are also forward-looking
statements that are subject to the risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in the statements.
Forward Looking Statement
FINANCIAL
HIGHLIGHTS
HIGHLIGHTS
Earnings Per Share
Revenue Growth
($ Millions)
13% growth in revenues
Record Performance
(Millions except per share amounts)
(Millions except per share amounts)
Year Ended
December 31,
December 31,
2010 2009
Operating Revenues $ 102.7 $ 91.2
Operating Expenses $ 76.1 $ 71.0
Net Income $ 14.3 $10.0
Diluted Earnings per Share $ 0.96 $ 0.72
Net income up 43.6%
Timely and Adequate Rate Increases
- Middlesex - $7.8 Million base rate increase
Effective March 17, 2010
- Tidewater - $0.4 Million DSIC rate increase
Customer Consumption
- Customer Growth - Delaware
- Economy
- Water Use Trends
Operating Costs
Factors Impacting 2010
Financial Performance
Financial Performance
Performance
(Millions except per share amounts)
(Millions except per share amounts)
First Quarter Ended
March 31,
2011 2010
Operating Revenues $ 24.0 $ 21.7
Operating Expenses $ 19.2 $ 18.4
Net Income $ 2.6 $ 1.6
Diluted Earnings per Share $ 0.17 $ 0.11
Factors Impacting
2011 Financial
Performance
2011 Financial
Performance
- Middlesex - 2010 Rate Increase
Operating Costs
- Labor and Benefits (Higher)
- Water Production (Lower)
- Uncollectible Accounts (Higher)
Utility Plant ($ Millions)
2011 Construction Program ($ Millions)
2011
Distribution System: $ 8.5
Technology: $ 2.3
MWC RENEW Program: $ 5.0
Plant Improvements: $ 5.2
Other Infrastructure Needs: $ 1.9
Total: $22.9
2011 Construction Funding ($ Millions)
SRF Loans: $ 7.8
Short Term loans $ 2.0
Reinvestment Plan $ 1.4
Customer Advances $ 1.7
Net Cash Flows $10.0
TOTAL FUNDING $22.9
Dividends (Annual Rate)
2010 2009 2008 2007 2006
$0.73 $0.72 $0.71 $0.70 $0.69
Ø Quarterly dividends paid since 1912
Ø Increased dividends for 38 consecutive years
Ø Current Dividend Yield: 4.1%
Dividend Achiever
Dividends Paid
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Middlesex Water Company, The Dow Jones Wilshire 5000 Index and a Peer Group
*$100 invested on 12/31/05 in stock or index-including reinvestment of dividends.
** Peer group includes American States Water Company, American Water Works, Inc., Aqua
America Inc., Artesian Resources Corp., California Water Service Company, Connecticut Water
Service, Inc., Pennichuck Corp., SJW Corp., York Water Company and Middlesex Water.
America Inc., Artesian Resources Corp., California Water Service Company, Connecticut Water
Service, Inc., Pennichuck Corp., SJW Corp., York Water Company and Middlesex Water.
OPERATING
HIGHLIGHTS
HIGHLIGHTS
Replaced 5,365 feet of 104-year old cast iron pipeline
under the Raritan River in Middlesex County, NJ
under the Raritan River in Middlesex County, NJ
Water main replacement
project Voted “Project of
the Year” and set World
Record for Longest known
24-inch Fusable PVC Pipe
Installation using Horizontal
Directional Drilling
project Voted “Project of
the Year” and set World
Record for Longest known
24-inch Fusable PVC Pipe
Installation using Horizontal
Directional Drilling
Special Focus:
ü Pioneering Design
ü Strategic Planning
ü Contingency Planning
ü Risk Management
ü Experienced Partners
Marsh Main Project
Project Lauded for its Technical Complexity and Teamwork
üAWWA OP Flow üTrenchless Technology üTrenchless International
üASCE Civil Engineering Magazine üUtility & Transportation Contractors Assn.
Perth Amboy 91-Year old
Reservoir Rehabilitation
Reservoir Rehabilitation
40 Million Gallon Reservoir
Ground View
RENEW 2011
(Cast iron water main cleaning and lining project)
Aging Infrastructure: A NATIONAL ISSUE
RENEW…part of the solution!
• Year 15 of a 25-Year Program
• $4.0 million investment to replace
water mains, valves and fire hydrants
water mains, valves and fire hydrants
• 17,500 feet of 6-, 8 and 10--inch
main in the City of South Amboy, NJ
main in the City of South Amboy, NJ
• Project funding by New Jersey
Environmental Infrastructure Trust
Environmental Infrastructure Trust
Southern Shores Treatment Plant
Rehabilitation
Rehabilitation
Water Quality…Our customers
depend on it!
depend on it!
Using Technology to
Improve Business
Processes - ERP
Improve Business
Processes - ERP
Benefits
• Improved operating efficiencies
• Enhanced service to customers of all companies through
a sustainable platform
a sustainable platform
• Development of new skill sets and opportunities for
employees
employees
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General Ledger
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Work and Asset Management
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Accounts Payable
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Mobile Workforce Management
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Procurement
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Time and Labor Management
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Human Resources
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Customer Care and Billing
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COMPLETED IN PROGRESS
SERVING OUR CUSTOMERS
AND OUR COMMUNITIES
AND OUR COMMUNITIES
Ownership/Operation
of Assets
of Assets
Public/Private
Partnerships
Partnerships
Our Strength… One Enterprise Offering
Many Solutions
Many Solutions
Customer Growth
Regulated vs. Non-Regulated
Customers
Customers
Operating Segments
CPCN Growth in Delaware
Investing in Facilities
Milton Plant Dedication
DE Governor Jack Markell congratulates company officials
upon touring Tidewater’s upgraded Wastewater Treatment
facility in the Town of Milton, DE.
upon touring Tidewater’s upgraded Wastewater Treatment
facility in the Town of Milton, DE.
Providing Sustainable
Wastewater Solutions
Wastewater Solutions
Wandendale
Informing the Public about the
Benefits of Wandendale
Benefits of Wandendale
Public Education
Careers in the Water Industry
Prescription Drug
Take Back Day
Take Back Day
2010 Water Quality
Report
Report
Facility
Tours
Tours
Wise Water Use
Involved in our Local Communities
Big Wheels Day
Walk-a-thons
Mayor’s Healthy Challenge Cook-Off
Bowl For Hunger
Sponsorshipss
Meeting with local fire
professionals
professionals
Raising funds for local
food banks
food banks
Eco-Ventures Summer Day Camp
Partnering with Local Schools
Working with students
and serving as Principals for
the Day
and serving as Principals for
the Day
Receiving a Proclamation from the
Mayor of Edison for National Drinking
Water Week 2011
Mayor of Edison for National Drinking
Water Week 2011
Honoring Winners of the
Company’s 2011 Student Contest
Company’s 2011 Student Contest
Corporate Governance
Lead Director Role
Established in 2010
Established in 2010
Jeffries Shein, 21- year
Director Named to Fill
that Role in 2010
Director Named to Fill
that Role in 2010
Board Changes
Annette Catino
President and CEO of QualCare
Alliance Networks, Inc.
Alliance Networks, Inc.
John P. Mulkerin
Retired, Former President and
CEO, First Sentinel Bancorp, Inc.
CEO, First Sentinel Bancorp, Inc.
Board Changes (New Directors)
Amy B. Mansue
President and CEO of Children’s
Specialized Hospital
Specialized Hospital
James Cosgrove, Jr. P.E.
Principal, Omni Environmental
LLC
LLC
Special Thanks to J. Richard Tompkins
Retiring after Three Decades of Service
to the Company and to the Industry
to the Company and to the Industry
Chairman of the Board 1990-2010
President from 1981-2001
J. Richard Tompkins
Former Chairman and
President of Middlesex Water
Company
President of Middlesex Water
Company
2011 Strategy for
Shareholder Value
Shareholder Value
ü Seek organic customer growth and utility infrastructure
growth
growth
ü Pursue acquisitions at reasonable prices
ü Continue Regulated and Non-regulated business and
contracts
contracts
ü Consider complementary products and services
ü Prudently invest in regulated utility infrastructure that
benefits our customers
benefits our customers
ü Recover costs through timely rate case filings
ü Focus on geographic diversification
What the Analysts Are Saying…
“Overall, we view Middlesex as a well run utility, offering investors multi
-state exposure and associated growth opportunities outside its core
operating utility.”
-state exposure and associated growth opportunities outside its core
operating utility.”
(Janney Montgomery Scott LLC, May 9, 2011)
“At 4.0%, Middlesex boasts the highest dividend yield within the water
utility group, which has an average yield of 3.3%.”
utility group, which has an average yield of 3.3%.”
(Robert W. Baird & Co. Inc., May 9, 2011)
“The company remains focused on receiving timely recovery of capital
investments through rate relief, growing its customer base, managing
risk, controlling expenses and exploring growth opportunities. With first
quarter results satisfying these requirements, MSEX posted a solid
quarter and its business continues to hum.”
investments through rate relief, growing its customer base, managing
risk, controlling expenses and exploring growth opportunities. With first
quarter results satisfying these requirements, MSEX posted a solid
quarter and its business continues to hum.”
(Sturdivant & Co., May 11, 2011)
Why Middlesex Water?
v Stable with long-term growth
potential
potential
v Growing reputation for delivering
sound, technical water and
wastewater solutions
sound, technical water and
wastewater solutions
v Experienced management team
and active industry leader
and active industry leader
vHonest and ethical problem solver
vHistory of dividend growth
Thank you for your interest, confidence and support!
A Provider of Water,
Wastewater
Wastewater
and Related Products
and Services
and Services
SHAREHOLDERS GATHER FOR
MIDDLESEX WATER COMPANY ANNUAL MEETING
ISELIN, NJ, (May 25, 2011) “We continue to distinguish ourselves in the marketplace and provide solutions for developers and municipalities by offering a broad scope of service offerings in the water, wastewater, contract operations and ancillary service areas,” said Dennis W. Doll, Chairman, President and CEO, at the Company’s Annual Meeting of Shareholders held Tuesday, May 24, 2011 at its corporate headquarters. Middlesex Water Company (NASDAQ:MSEX), is a provider of water and wastewater and related services, in New Jersey, Delaware and Pennsylvania.
Mr. Doll also outlined the company’s strategy for shareholder value including prudent investment in regulated utility infrastructure, pursuit of acquisitions at reasonable prices, pursuit of profitable operating contracts, timely and adequate recovery through the regulated ratemaking process and geographic diversification.
A. Bruce O’Connor, Vice President and Chief Financial Officer, reported on the Company’s most recent financial performance and discussed the impact of the economy, customer growth and consumption trends in 2010 and the first quarter of 2011. Mr. O’Connor also discussed the capital expenditure and funding plans for 2011, Middlesex Water’s dividend growth history, rate proceedings and other factors relevant to financial performance.
Richard M. Risoldi, Chief Operating Officer, described key operating highlights including the Company’s record breaking marsh main project under the Raritan River in New Jersey, the rehabilitation of the reservoir serving the City of Perth Amboy, also in New Jersey, and various technology projects under way to improve operating efficiencies and overall service quality.
During the meeting, Mr. Doll also acknowledged the departure of former Middlesex Water Chairman, President and Board Member, J. Richard Tompkins from the Board. The Annual Meeting marked the end of Mr. Tompkins’ three decades of service to Middlesex Water Company and the water industry. Management’s presentation at the Annual Meeting of Shareholders will be available for viewing for 30 days at the company’s website: www.middlesexwater.com on the Presentations/Interviews page of the Investor Relations section.
At the meeting, shareholders of the Company elected Directors James Cosgrove, Jr. P.E., Amy B. Mansue, John R. Middleton, M.D. and Jeffries Shein and ratified the Audit Committee’s selection of Parente Beard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
About Middlesex Water Company
Middlesex Water Company, organized in 1897, is an investor-owned water utility, serving customers in central and southern New Jersey and in the State of Delaware. The Company and its New Jersey subsidiaries – Pinelands Water Company and Pinelands Wastewater Company—are subject to the regulations of the Board of Public Utilities of the State of New Jersey. Middlesex Water operates the water and wastewater utilities for the City of Perth Amboy through its subsidiary, Utility Service Affiliates (Perth Amboy), Inc. Middlesex Water also provides contract operations services and a service line maintenance program through its non-regulated subsidiary, Utility Service Affiliates, Inc. The Company’s regulated Delaware subsidiaries, Tidewater Utilities, Inc., together with Southern Shores Water Company, and Tidewater Environmental Services, Inc. (TESI) are subject to the regulations of the Public Service Commission in Delaware. TESI provides regulated wastewater utility services. White Marsh Environmental Systems, Inc. operates small water and wastewater systems under contract on a non-regulated basis in Delaware. Twin Lakes Utilities, Inc. provides water services to residents of Shohola, Pennsylvania and is subject to the regulations of the Pennsylvania Utility Commission. These companies are also subject to various Federal, State and regulatory agencies concerning water and wastewater effluent, quality standards.
For additional information regarding Middlesex Water Company, visit the Company’s Web site at www.middlesexwater.com or call (732) 634-1500.
This release contains forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, our long-term strategy and expectations, the status of our acquisition program, the impact of our acquisitions, the impact of current and projected rate requests and the impact of our capital program on our environmental compliance. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: general economic business conditions, unfavorable weather conditions, the success of certain cost containment initiatives, changes in regulations or regulatory treatment, availability and the cost of capital, the success of growth initiatives and other factors discussed in our filings with the Securities and Exchange Commission.
Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
1500 Ronson Road
Iselin, New Jersey 08830
(732) 638-7549
www.middlesexwater.com