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: March 7, 2013
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 0-422 | 22-1114430 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On March 7, 2013, Middlesex Water Company announced its financial results for the year ended December 31, 2012. A copy of the press release announcing these financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit | |
| Number | Description of Document |
| 99.1 | Press Release issued by Middlesex Water Company, dated March 7, 2013, announces 2012 Financial Results. |
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.
| MIDDLESEX WATER COMPANY | |
| (Registrant) | |
| s/Kenneth J. Quinn | |
| Kenneth J. Quinn | |
| Vice President, General Counsel, | |
| Secretary and Treasurer |
Dated: March 7, 2013
2
Exhibit 99.1
MIDDLESEX WATER COMPANY ANNOUNCES
2012 FINANCIAL RESULTS
ISELIN, NJ, March 7, 2013 - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX), today reported financial results for the quarter and year ended December 31, 2012.
Highlights
| § | Consolidated Operating Revenues up 8.1% |
| § | Earnings up 7.2 % |
| § | Diluted Earnings Per Share up 7.1% |
2012 Operating Results
Consolidated operating revenues increased to $110.4 million for the year ended December 31, 2012, from $102.1 million in 2011. The $8.3 million increase was primarily due to:
| · | $6.0 million from implementation of approved rate increases in our Middlesex and Tidewater systems. |
| · | $1.5 million of non-regulated revenues earned under our new New Jersey based operating contracts with the Borough of Avalon and with the Sunoco Eagle Point Biological Wastewater Treatment Facility. |
| · | Scheduled increases of $0.6 million under our non-regulated contract with the City of Perth Amboy, NJ. |
Operating and maintenance expenses for the year ended December 31, 2012 increased $3.8 million or 6.8%, from 2011, largely due to increased labor and benefits costs of $3.2 million and expenditures related to start- up activities associated with new non-regulated contract operations begun in 2012. Depreciation expense for 2012 rose by $0.7 million or 6.8% due to a higher level of utility plant in service.
Earnings applicable to common stockholders for year ended December 31, 2012 were $14.2 million, or $0.90 per share on a fully diluted basis, compared to $0.84 per share in 2011.
Middlesex President and Chief Executive Officer Dennis W. Doll said, “There is a continued need to upgrade, replace and construct utility infrastructure and in 2012 we concluded base rate proceedings in New Jersey and Delaware to recover those prudently incurred investments as well as certain rising operating expenses. Additional base rate proceedings in New Jersey and Delaware are anticipated in 2013. Revenues directly related to increases in base water rates totaled $6.3 million in 2012. Our non-regulated contract operations businesses in New Jersey and Delaware contributed an additional $2.0 million in operating revenues growth. Building on our 115 years of service, we look forward to further initiatives in 2013 that will ensure the reliability of our infrastructure, leverage technology to enhance service quality and efficiency and yield new opportunities that complement our existing operations.”
Fourth Quarter 2012
For the three month period ended December 31, 2012, operating revenues were $27.1 million, up from $23.3 million for the same period in 2011. Total operating expenses were $21.4 million, up from $19.1 million for the same period in 2011. Net income increased to $2.7 million, up from $2.0 million for the same period in 2011.
Company Quarterly Dividend
Middlesex Water paid a quarterly dividend of $0.1875 per share on the Common Stock on March 1, 2013, to stockholders of record as of February 15, 2013. The Company has paid cash dividends in varying amounts continually since 1912 and increased its dividend for the fortieth consecutive year in 2012.
About Middlesex Water Company
Middlesex Water Company, organized in 1897, is a 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 Company operates the water and wastewater utilities for the City of Perth Amboy through its subsidiary, Utility Service Affiliates (Perth Amboy) Inc. The Company also provides contract operations services 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., are subject to the regulations of the Public Service Commission in Delaware. White Marsh Environmental Systems, Inc. operates small water and wastewater systems under contract on a non-regulated basis in Delaware. The Company serves customers in Shohola, Pennsylvania through its subsidiary, Twin Lakes Utilities, Inc. These companies are also subject to various Federal and State 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
bsohler@middlesexwater.com
(732) 638-7549
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
| Years Ended December 31, | Quarters Ended December 31, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Operating Revenues | $ | 110,379 | $ | 102,069 | $ | 27,079 | $ | 23,300 | ||||||||
| Operating Expenses: | ||||||||||||||||
| Operations and Maintenance | 60,458 | 56,634 | 15,718 | 13,874 | ||||||||||||
| Depreciation | 10,409 | 9,746 | 2,650 | 2,496 | ||||||||||||
| Other Taxes | 11,865 | 11,488 | 2,994 | 2,751 | ||||||||||||
| Total Operating Expenses | 82,732 | 77,868 | 21,362 | 19,121 | ||||||||||||
| Operating Income | 27,647 | 24,201 | 5,717 | 4,179 | ||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Allowance for Funds Used During Construction | 484 | 821 | 101 | 195 | ||||||||||||
| Other Income | 517 | 1,523 | 94 | 405 | ||||||||||||
| Other Expense | (144 | ) | (195 | ) | 11 | (15 | ) | |||||||||
| Total Other Income, net | 857 | 2,149 | 206 | 585 | ||||||||||||
| Interest Charges | 6,725 | 6,376 | 1,784 | 1,745 | ||||||||||||
| Income before Income Taxes | 21,779 | 19,974 | 4,139 | 3,019 | ||||||||||||
| Income Taxes | 7,383 | 6,527 | 1,413 | 970 | ||||||||||||
| Net Income | 14,396 | 13,447 | 2,726 | 2,049 | ||||||||||||
| Preferred Stock Dividend Requirements | 206 | 206 | 51 | 51 | ||||||||||||
| Earnings Applicable to Common Stock | $ | 14,190 | $ | 13,241 | $ | 2,675 | $ | 1,998 | ||||||||
| Earnings per share of Common Stock: | ||||||||||||||||
| Basic | $ | 0.90 | $ | 0.85 | $ | 0.17 | $ | 0.12 | ||||||||
| Diluted | $ | 0.90 | $ | 0.84 | $ | 0.17 | $ | 0.12 | ||||||||