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 22, 2019
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.) |
485C ROUTE 1 SOUTH, SUITE 400, 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 (17CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock | MSEX | NASDAQ |
Item. 5.07. Submission of Matters to a Vote of Security Holders
Middlesex Water Company (the “Company”) held its Annual Meeting of Shareholders on Tuesday, May 21, 2019. Shareholders voted to reelect continuing directors Steven M. Klein, Amy B. Mansue and Walter G. Reinhard (Class II), each to serve a term of office of three years. Class I Director, Ann L. Noble, was elected to a 2-year term. At the Annual Meeting, the Company’s shareholders voted on the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, (2019 Proxy Statement) which was filed with the Securities and Exchange Commission on April 11, 2019 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect four nominees to the Board -- Directors Steven M. Klein, Amy B. Mansue and Walter G. Reinhard serving terms that expire at the 2022 Annual Meeting of Shareholders. Ann Noble to serve a term expiring at the 2021 Annual Meeting of Shareholders. Each Director was elected and received the following votes: |
| Director | For | Withheld | Broker Non-Votes |
| Steven M. Klein | 10,032,039 | 366,179 | 4,128,021 |
| Amy B. Mansue | 10,111,462 | 286,756 | 4,128,021 |
| Ann L. Noble | 10,296,875 | 101,343 | 4,128,021 |
| Walter G. Reinhard | 10,023,243 | 374,975 | 4,128,021 |
Proposal No. 2
Description of Matters Submitted
| 2) | A proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the 2019 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote | |
| 9,791,557 | 515,229 | 91,432 | 4,128,021 |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to ratify the appointment by the Audit Committee of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| For | Against | Abstain | Broker Non-Vote | |
| 14,308,966 | 131,252 | 86,021 | 0 |
Item 8.01 Other Events
2019 Annual Meeting of Shareholders
On May 21, 2019, Middlesex Water Company held its 2019 Annual Meeting of Shareholders at The Renaissance Hotel in Iselin, New Jersey. Announcement of voting results at which shareholders elected three Class II Directors and one Class I Director; approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers and ratified the Audit Committee’s appointment of Baker Tilly Virchow Krause LLP as the independent registered public accounting firm for 2019 is described above.
Management’s presentation at the Annual Meeting of Shareholders will be available in the Investors section of the company’s website www.middlesexwater.com under News & Events/Presentations. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 22, 2019, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 21, 2019. A copy of the Company’s press release dated May 22, 2019 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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/A. Bruce O’Connor | |
| A. Bruce O’Connor | |
| Sr. Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: May 22, 2019
EXHIBIT 99.1
1 Welcome to Our 2019 Annual Meeting of Shareholders
FORWARD LOOKING STATEMENT As an introduction to the information we will be discussing, please be aware that some of our comments can be considered forward - looking statements as defined by the federal securities laws and as outlined in the Company’s SEC filings. As such, any forward - looking statements are based on currently available information and management’s assumptions, expectations and estimates; however, actual results may vary significantly. Risk factors that could cause actual results to vary from expectations are described in the Company’s filings with the SEC. These factors are also available in our most recent earnings release which van be viewed on our website at www.middlesexwater.com or in our Annual Report.
PASSIONATE About the Mission “Delivering on our mission requires a solid strategy, talented employees and a keen focus on executing the plan.” Dennis W. Doll Chairman 3
Incorporated 1897 Market Cap $1.001Billion 52 Week Range $40.08 - $63.68 4 Dividend Yield: 1.66% Annual Dividend:$0.96 Incorporated 1897
NEW HEADQUARTERS ▪ Relocated offices to nearby office complex New Address: 485C Route One South Suite 400 Iselin, NJ ▪ JRT complex, constructed in 1984, under renovations to meet changing business needs
Water Production, Treatment & Distribution Full Service Municipal Contract Operations Design/Build/Own Operate System Assets Water & Wastewater System Maintenance OUR SERVICES Public Private Partnerships Wastewater Collection & Treatment Water & Sewer Line Maintenance (Third Party)
SERVICE 5 Continue our COMMITMENT as a TRUSTED BRAND providing quality and life - sustaining water service, wastewater and related utility services to thousands of individual homes and businesses in New Jersey and Delaware . INVESTMENT 3 INVESTMENT in projects, products and services that complement our core water and wastewater competencies CONTRACTS 4 OPERATION of municipal and industrial water and wastewater systems on a contract basis RECOVERY 2 TIMELY and adequate recovery of infrastructure investments and other costs necessary to maintain and improve service quality ACQUISITIONS 1 PRUDENT acquisitions of investor and municipally owned water and wastewater utilities Our Strategy For Profitability and Growth
THE MWC ADVANTAGE Stable, well run NJ, DE and PA utility with a regulated and non - regulated revenue base Regulated Utility Business Demonstrated Earnings Power Well Positioned Acquisition Opportunities Dividend Achiever Peer ROE Leadership Experienced Management Team Strong Financial Performance
Our Mission: To provide service in the water, wastewater and related fields in a safe, reliable and efficient manner. RESPECT INTEGRITY GROWTH HONESTY TEAMWORK Our Strong Culture
OUR WORKFORCE Employees: 330 Training Hours: 3,800 New Personnel: 59 Professional Operating Licenses: NJ: 90 DE: 33 We provide a work environment that encourages employee engagement, accountability and personal and professional development.
ENGAGING OUR CUSTOMERS Boil Water Recommendations & Traffic Advisories Water Saving Ideas Water Quality Reports Social Media Updates
12 “ We make a living by what we get, but we make a life by what we give. ” Winston Churchill FUTURE CITY Science, Technology, Engineering & Math (STEM) Events We believe our efforts help build stronger communities and promote interest in water careers and wise water use, the environment, education and leadership development, health and wellness, and economic development. Your name company, you slogan goes here... GIVING BACK TO OUR COMMUNITIES CAREER FAIRS Job Expos, Career Days, Classroom Visits and Business Discovery Days VOLUNTEER PROJECTS Home Build Projects, Food and Toy Drives, Participation on Local & Industry Boards COMMUNITY EVENTS Big Wheels Day, Bowl for Hunger, Charity Golf Outing, Corporate Support, Bottled Water
Environmental Stewardship We work to minimize impacts of our operations on the environment and reduce our carbon footprint. Protectors of Public Health We safeguard our customers through early detection and warning of potential water contaminants. Responsible Business Policy Code of business conduct and other governance protocols are in place and enforced. Inclusive & Engaged Workplace We value the diversity and skills of every employee and invest in training to protect the health and safety of employees, customers and the community. Environment, Social & Governance (ESG) Community Support We give back to our communities through financial resources, time, board leadership and other in - kind contributions. x Energy efficient heating, cooling and lighting x Solar x Standby generation capable of peak shaving in periods of high energy usage
BOARD OF DIRECTORS James F. Cosgrove Jr., P.E. Vice President and Principal of Kleinfelder Jeffries Shein Managing P artner , JGT Management Company, LLC Steven M. Klein, CPA . President Financial Consultant & Chief Executive Officer of Northfield Bancorp, Inc. Amy B. Mansue Executive Vice President and Chief Experience Officer, RWJ Barnabas Health Ann L. Noble - Financial Consultant in areas of Strategic Planning and Financial Management Kim C. Hanemann - S enior Vice President – Electric Transmission and Distribution of PSE&G Company Walter G. Reinhard (Retired) Former Partner & Counsel Norris McLaughlin, P.A. Dennis W. Doll Chairman of the Board, Middlesex Water Company Chairman, Water Research Foundation
G. Chris Andreasen Assistant Vice President – Enterprise Engineering Georgia Simpson Assistant Vice President – Information Technology Robert Fullagar Assistant Vice President – Operations SUCCESSION PLANNING
EXPERIENCED EXECUTIVE TEAM
IN THANKS AND RECOGNITION Jerry Esposito retired as President of Tidewater Utilities on January 1, 2019. Gerard L. Esposito Bruce O’Connor named President of Tidewater. Bruce O’Connor Senior Vice President, Chief Financial Officer and Treasurer
OUR PROFILE OF PERFORMANCE x Objective Regulatory Environment x Stable Residential Customer Base x Strong Financial and Balance Sheet x Corporate Credit Rating “A” Stable x Established Reputation for Technical & Operational Excellence x 46 Years of Consecutive Dividend Increases x Driving Shareholder Value through Investments in Regulated Utility Infrastructure
FINANCIAL 2018 HIGHLIGHTS 5.6% Operating Revenues Net Income Earnings Per Share $138.1 million 42.3% 42% $32.5 million $1.96
$117.1 $126.0 $132.9 $130.8 $138.1 $1.05 $1.10 $1.15 $1.20 $1.25 $1.30 $1.35 $1.40 2014 2015 2016 2017 2018 REVENUES ($Millions)
TOTAL REVENUES REGULATED AND NON - REGULATED • We own and operate regulated water and wastewater utility systems in New Jersey and Delaware. • We operate water and wastewater utility systems under contract for municipal and private clients. Non Regulated 12% Regulated 88%
Residential 48% Comm/Ind. 18% Fire Protection 9% Contract Sales 10% Contract Ops 12% Other 3% REVENUE SOURCES
18.4 20.0 22.7 22.8 32.5 0 5 10 15 20 25 30 35 2014 2015 2016 2017 2018 NET INCOME ($Millions)
Labor 31% Employee Benefits 14% Production 20% Other 14% Contract Ops. 12% Insurance 3% Pipe Repairs 3% IT 3% 2018 O & M EXPENSE
$1.13 $1.22 $1.38 $1.38 $1.96 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 2014 2015 2016 2017 2018 EARNINGS PER SHARE
68% 64% 59% 62% 46% 0% 10% 20% 30% 40% 50% 60% 70% 80% 2014 2015 2016 2017 2018 DIVIDEND PAYOUT RATIO
$0.76 $0.78 $ 0.81 $ 0.86 $ 0.91 $0.65 $0.70 $0.75 $0.80 $0.85 $0.90 $0.95 2014 2015 2016 2017 2018 DIVIDENDS PAID
5% Discount to participants in the Company’s Investment Plan. Good until 200,000 shares are purchased or December 30, 2019, whichever occurs first. Discount Currently in Effect!
FIRST QUARTER 2019 RESULTS (In Millions) 2019 $30.7 $23.7 $6.6 $0.39 2018 $31.2 $24.8 $4.5 $0.27 Operating Revenues O & M Expenses Net Income Diluted Earnings Per Share
Timely Rate Recovery Decisions by regulators on rate increase requests Customer Growth Effects of general economic conditions, competition for growth in non - franchised markets. Weather Weather variations and natural phenomena impact. Cost Management Ability to control operating expenses without sacrificing service. FACTORS AFFECTING EARNINGS
RATE MATTERS Company Effective Date Annual Revenues Middlesex (Base Rates) April1, 2018 $5.5 Million Middlesex (PWAC) January 1, 2019 $0.1 Million Tidewater (DSIC) (DSIC) January 1, 2019 $0.2 Million Tidewater (Rate Reduction) March 1, 2019 $(1.0) Million
Company Timeline Sample 32 2019 2020 2019 - 2021 $295 CAPITAL EXPENDITURES OUTLOOK o Large & small mains, service lines and hydrants o New & upgraded water & wastewater treatment plants o ERP system - hardware and software o Transportation equipment, tools, lab equipment, security systems, etc. Your name company, you slogan goes here... $118 Million $101 Million 2021 $76 Million $295 Million - Distribution - Production - IT Systems - Other
$461 $519 $617 $701 $764 $243 $257 $278 $295 $308 $0.00 $200.00 $400.00 $600.00 $800.00 $1,000.00 $1,200.00 2017 2018 2019 2020 2021 New Jersey Delaware UTILITY PLANT ($Millions)
CAPITAL PROGRAM FUNDING ▪ Dividend Reinvestment ▪ 5% Discount ▪ Stock Sale . ▪ NJEDA ▪ NJSRF ▪ DESRF ▪ S/T Lines ▪ Customer Growth ▪ Favorable Weather ▪ Rates x Cash Flow from Operations x Lines of Credit x Investment Plan Proceeds x Long - term Bonds x Common Stock Offering CASH FLOW EQUITY DEBT
OPERATIONS 2018 HIGHLIGHTS $1.96 ( Diluted)
PROJECTS
WESTERN TRANSMISSION MAIN x 4.5 Miles of 42 - inch Diameter Ductile Iron Pipe x Through Metuchen and Edison x Being installed 10 feet underground, pipe is wrapped to prevent corrosion x Project is 60 % Complete x Slated for completion in 2020 www.waterfortomorrowmwc.com
RENEW 2019 x 4 Miles of Main To Be Replaced x Carteret, New Jersey x Mains, service lines, valves and fire hydrants x Work will improve fire flows and overall service quality x Installing exterior meter pits x Funded through New Jersey Economic Development Authority www.waterfortomorrowmwc.com/renew
PROTECTING AGAINST LEAD x In compliance with the current Lead and Copper Regulation x Creating lead service line inventories for both the utility and customer portion of the line x Member of the National Lead Service Line Replacement Collaborative x Providing customer education via our website on how to identify lead pipes within their home
AMERICAN WATER INFRASTRUCTURE ACT Requirements: x Complete risk and resilience assessment x Develop an emergency response plan x Submit certification of completion to U.S. EPA by March 2020 Risk & Resilience Assessment ▪ All hazards, natural and other ▪ Resilience of water facility infrastructure (pipes, sources, collection, treatment, storage and distribution ▪ Monitoring practices ▪ Financial systems and billing ▪ Chemical storage and handling ▪ Operations and Maintenance Emergency Response Plan ▪ Strategies and resources to improve resilience, physical and cybersecurity ▪ Plans for responding to natural hazards or malevolent acts ▪ Actions and equipment to lessen the impact of adverse acts or natural hazards ▪ Strategies to detect hazards that threaten the system
UPGRADING OUR TREATMENT PROCESS Preliminary plans have been completed to convert the treatment process in NJ to ozone disinfection to ensure compliance with increasingly stringent drinking water quality regulations and to mitigate the occurrence of disinfection by - products.
EMERGING CONTAMINANTS ▪ USEPA has introduced draft interim recommendations to address groundwater containing PFOA and PFOS. ▪ PFAS are used in a wide range of products and exposure comes from multiple sources. They are a group of more than 4,000 very stable synthetic chemicals. ▪ Exposure has been linked to a number of health concerns. ▪ To protect Americans with a margin of protection from a lifetime of exposure to PFAS from drinking water, EPA has established the health advisory levels at 70 parts per trillion. ▪ Found nationwide in groundwater surface supplies, we are investing $25 million to treat and remove PFAS from our wellfields.
USA - PA AWARDED 10 - YEAR CONTRACT
PINELANDS WASTEWATER PLANT ROTATING BIOLOGICAL CONTACTOR UPGRADE PROJECT $1.3 M x Completed RBC and RBC Buildings
SECONDARY TREATMENT PROCESS UNIT UPGRADE Before After $0.4 Million Project Includes New Bridge and Scraper System Aging Influent Piping
PROJECT COMPLETED
MOBILE WORKFORCE MANAGEMENT Field Activity (FA) Created in Customer Care System FA Simultaneously Appears in Mobile Workforce System System automatically prioritizes work and dispatches field personnel As field activity is completed, customer records are automatically updated Reports are generated instantly to track orders, metrics and field personnel performance
Immediate dispatch for Emergencies Accurate Records mean less repeat appointments Consistent level of service Meets customers’ increasing expectations System ensures lone worker safety Work is assigned equitably Travel routes are optimized based on their location Work completed to standards building pride and purpose Ready access to accurate premise data Early identification of trends/concerns Records automation System structure helps manage novice workforce Transparency Customer Benefits Personnel Benefits Management Benefits
Questions? This presentation will be available on www.middlesexwater.com under the tab “Investors.” Thank you for your ongoing support!
Exhibit 99.2
Middlesex Water Company HOSTS
ANNUAL MEETING
ISELIN, NJ, (May 22, 2019) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting on May 21, 2019 at which shareholders elected Ann L. Noble to a two-year term and re-elected directors Steven M. Klein, Amy B. Mansue and Walter G. Reinhard each to three-year terms on the Company’s Board of Directors. Shareholders also approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers and ratified the Audit Committee’s selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
During the meeting, officers discussed the company’s 2018 and First Quarter 2019 financial results, ongoing investment in major infrastructure capital projects, relocation of its Corporate headquarters, the Company’s 5% Discount currently in effect, new requirements of the American Water Infrastructure Act and a planned $ 71 million treatment plant and electrical system upgrade at the Company’s largest plant in New Jersey.
Management’s presentation at the Annual Meeting of Shareholders is available in the Investors section of the company’s website www.middlesexwater.com under News & Events/Presentations.
About Middlesex Water Company
Organized in 1897, Middlesex Water provides regulated and unregulated water and wastewater utility services in New Jersey, Delaware and Pennsylvania through various subsidiary companies. 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.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
(732) 638-7549
www.middlesexwater.com