UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

 

Date of Report: July 18, 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 ONE 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:

 

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 (17CFR 240.13e-4(c))

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

 

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.   ☐

 

 

 

Item 7.01 Regulation FD Disclosure.

 

Representatives of Middlesex Water Company will meet with investors and analysts on July 18, 2019. On July 17, 2019, Middlesex Water Company filed a Form 8-K containing a copy of a presentation to be made at the July 18, 2019 meeting with investors and analysts. Subsequently, an error was discovered in the presentation, requiring correction. As a result, Middlesex Water Company is filing this Form 8-K/A with the corrected presentation attached as Exhibit 99.1 and will be available on the Company’s website at www.middlesexwater.com

 

By filing this Current Report on Form 8-K/A and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.  The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

The information presented in Item 7.01 of this Current Report on Form 8-K/A and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

 

Item 9.01 - Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Slide Presentation of Middlesex Water Company dated July 18, 2019

 

 

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: July 18, 2019

 

Artwork is located here: [tracker for .ai, .psd, etc. file (s)] ARTWORK (DTP USE ONLY) 33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors Investor Presentation July 2019

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) DISCLAIMER This presentation contains “forward-looking statements” within the meaning of U . S . federal securities laws regarding Middlesex Water Company “MSEX” or the “Company”, its financial condition, its results of operations and the potential offering that reflect the Company’s current views and information currently available . This information is, where applicable, based on estimates, assumptions and analysis that the Company believes, as of the date hereof, provides a reasonable basis for the information contained herein . Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases, and include statements relating to the Company’s beliefs or expectations regarding its future performance, strategic plans and cash flows, as well as any other statements that do not directly relate to any historical or current facts . Forward-looking statements involve known and unknown risks and uncertainties, including those set forth under “Risk Factors” in the prospectus supplement, the accompanying prospectus and the documents incorporated therein by reference, many of which are outside of the Company’s control . Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward - looking statements are based . There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance . Unless otherwise specified, all information contained in this presentation speaks only as of the date hereof . The Company undertakes no duty to update or revise the information contained herein, publicly or otherwise, whether as a result of new information, future events or otherwise . Information contained in this presentation has been compiled from sources believed to be credible and reliable . However, we cannot guarantee such credibility and reliability . The forecasts and projections of events contained herein are based upon subjective valuations, analyses and personal opinions . Page 1

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) MANAGEMENT PRESENTERS Dennis W. Doll Chairman, President & CEO 14 years with MSEX, CEO since 2006 Bruce O’Connor Senior VP , Treasurer & CFO 29 years with MSEX, CFO since 1996 Bernadette M. Sohler VP, Corporate Affairs 25 years with MSEX, VP, Corporate Affairs since 2007 Middlesex Water Company (NASDAQ:MSEX ) provides a full range of regulated and non - regulated water, wastewater utility and related services primarily in New Jersey and Delaware. The Company engages in collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes. Page 2

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) Diversified Services Portfolio MSEX AT A GLANCE   Founded in 1897   Headquartered in Iselin, NJ   ∼ 330 employees   Owner/operator of water utility and wastewater systems and contract operator of such systems on behalf of municipal and private clients   ~158K customers served   The Company generated $138.1M of revenue in 2018   Operates primarily in New Jersey ( 70 % of 2018 revenues ) and Delaware (30 % of 2018 revenues ) Residential 48% Commercial / Industrial 18% Fire Protection 9% Contract Sales 10% Contract Operations 12% Other 3% Regulated 88% Non - Regulated 12% Water Production, Treatment & Distribution Full Service Municipal Contract Operations Design/Build/Own Operate System Assets Water & Wastewater System Maintenance Public Private Partnerships Wastewater Collection & Treatment Water & Sewer Line Maintenance (Third Party) _____________________ 1) As of December 31, 2018. 2) As of July 8, 2019. Sources: 2019 Annual Meeting of Shareholders Presentation, Company Filings, Capital IQ. Revenue by Type % of FY 2018 revenue Revenue by Service % of FY 2018 revenue Key Market and Financial Statistics $ in millions, except percentage values Dividend Yield = 0.93 / 55.99 [MKT CAP to be updated for final version] Put market cap and ttm revenue in M Three boxes, two tone: number above, definition beneath it $138.1 $1,021.9 1.7% 2018 Revenue (1) Market Cap (2) Dividend Yield (2) Page 3

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) STABLE NORTHEASTERN COVERAGE   Middlesex System – Approximately 61,300 retail customers – Population of served contract area: approximately 219,000   Pinelands System – Approximately 5,200 retail customers – Approximately 200 customers served under contract   Utility Service Affiliates – Perth Amboy – Operates the City of Perth Amboy’s facilities serving 24,000 customers   Utility Service Affiliates – Primarily operates the Borough of Avalon’s facilities serving 12,600 customers New Jersey 70 % of 2018 Revenue   Tidewater System – Approximately 47,000 retail customers – Approximately 4,000 customers served under contract   TESI System – Approximately 3,600 retail customers Delaware 30 % of 2018 Revenue 2018 10 - K pg 2 and beyond for numbers _____________________ Source: Company Filings . Page 4

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) MSEX OPPORTUNITY Performance Profile ✔ Objective Regulatory Environment ✔ Established Reputation for Technical and Operational Excellence ✔ Stable Residential Customer Base ✔ 46 Years of Consecutive Dividend Increases ✔ Strong Financial Profile ✔ Driving Shareholder Value through Investments in Regulated Utility Infrastructure ✔ Corporate Credit Rating “A” Stable Please replicate this top image using the assets found in slide 2 Strong Financial Performance Well Positioned Peer ROE Leadership Acquisition Opportunities Proven, Veteran Management Team Demonstrated Earnings Power Regulated Utility Business Dividend Achiever Page 5

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) ENVIRONMENTAL, SOCIAL & GOVERNANCE _____________________ Source: 2019 Annual Meeting of Shareholders Presentation. 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 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 Page 6

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) ATTRACTIVE OPPORTUNITIES FOR CONTINUED GROWTH & PROFITABILITY 2018 10 - K pg 21 outlines growth ops Invest in projects, products and services that complement core water and wastewater competencies 1   “Water for Tomorrow” program aimed at modernizing existing facilities infrastructure   Government subsidized sources of financing available for planned expenditures Recover infrastructure investments and other costs necessary in a timely and adequate manner to maintain and improve service quality 2   Recent petitioning for rate relief has increased the Company’s cash generating ability   Modernized infrastructure expected to yield cost savings into the future Execute municipal and industrial water and wastewater systems contracts 3   Non - regulated contract arrangements offer an avenue for growth   MSEX has unique experience executing these client engagements Acquire investor and municipally owned water and wastewater utilities targets 4   MSEX has a history of successfully integrating new acquisitions   47 investor / municipally owned water utilities in target markets Provide exceptional services, continuing commitment as a trusted brand 5   Ability to provide quality and life - sustaining water service, wastewater and related utility services   Thousands of individual homes and businesses depend on MSEX’s exceptional service Page 7

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) [ ] The Water Utility Industry Page 8

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) Page 9

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) Page 10

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) THE BUSINESS MODEL: A REGULATED WATER COMPANY • Earn a return on invested capital • Recover all other costs • Add non - regulated income Revenue requirement = (Ratebase x Authorized Rate of Return) + Cost of Service   Capital investment – foundation for earnings growth business model   Regulatory treatment   Water sales   Customer growth   Non - regulated operations Earnings Drivers Page 11

Artwork is located here: [tracker for .ai, .psd, etc. file (s)] ARTWORK (DTP USE ONLY) 33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors FINANCIAL HIGHLIGHTS

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) 1.5% Key Earnings and Dividend Statistics $0.76 $0.78 $0.81 $0.86 $0.91 $0.93 $- $0.20 $0.40 $0.60 $0.80 $1.00 2014 2015 2016 2017 2018 TTM Q1 2019 68% 64% 59% 62% 46% 45% 0% 10% 20% 30% 40% 50% 60% 70% 80% 2014 2015 2016 2017 2018 TTM Q1 2019 Dividend Payout Ratio % of earnings per share Dividends Paid $ actual per share MSEX SUMMARY FINANCIAL PROFILE _____________________ Source: 2019 Annual Meeting of Shareholders Presentation, Company Filings. $117.1 $126.0 $132.9 $130.8 $138.1 $137.6 15.7% 15.9% 17.1% 17.4% 23.5% 25.1% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% $90.0 $100.0 $110.0 $120.0 $130.0 $140.0 $150.0 2014 2015 2016 2017 2018 TTM Q1 2019 Revenue Net Income % Financial History $ in millions Diluted Earnings Per Share $ actual $1.13 $1.22 $1.38 $1.38 $1.96 $2.08 $- $0.50 $1.00 $1.50 $2.00 $2.50 2014 2015 2016 2017 2018 TTM Q1 2019 $30.7M Q1 2019 Operating Revenues 45.8% $6.6M Q1 2019 Net Income 44.4% $0.39 Q1 2019 Earnings Per Share 46 Years of Consistent Dividend Increases v s. Q1 2018 v s. Q1 2018 v s. Q1 2018 CAGR: 14.8% Page 12

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) CAPITAL EXPENDITURES OUTLOOK   Distribution: Large and small mains, service lines and hydrants   Production: New and upgraded water and wastewater treatment plants   Information Technology: ERP system - hardware and software   Other: Transportation equipment, tools, lab equipment, security systems, etc. Select Capital Expenditure Projects Gross Utility Plant Equipment and Capital Expenditures $ in millions $461 $519 $617 $701 $764 $243 $257 $278 $295 $308 $50 $72 $118 $101 $76 $704 $776 $895 $996 $1,072 $- $200 $400 $600 $800 $1,000 $1,200 2017 2018 2019P 2020P 2021P New Jersey Delaware Capital Expenditures $295M of Capital Expenditure (2019 – 2021) _____________________ Source: 2019 Annual Meeting of Shareholders Presentation. Page 13

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) RATE ACTIVITY HISTORY Entity Effective Annual Revenues Middlesex 4/1/2018 $5.5M Middlesex PWAC 10/30/2017 $0.8M TUI DSIC 1/1/2018 $0.4M Tidewater 1/1/2019 $0.2M Middlesex 1/1/2019 $0.1M Pinelands 5/7/2018 $0.1M Tidewater 3/1/2019 $(1.0)M Entity Expected Resolution Annual Revenues Pinelands Q4 2019 $0.5M Pinelands Q4 2019 $0.2M Recent Rate Changes Recent Petitions Filed _____________________ Source: Company Filings. Page 14

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) FACTORS AFFECTING EARNINGS Timely Rate Recovery Regulator decisions on rate increase requests Customer Growth Effects of general economic conditions, competition for growth in non - franchised markets W eat h er Weather variations and other natura l p henomen on Cost Management Company’s a bility to control operating expenses without sacrificing service Wheel image is not a ppt object in the presentation provided to us by MSEX. We can send to DTP to re - create/recolor _____________________ Source: 2019 Annual Meeting of Shareholders Presentation. Page 15

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) SUMMARY Sustainable and consistent financial performance 1 Disciplined infrastructure investment and growth 2 Balanced revenue base supported by best - in - class utility operations in the Northeast 3 Focus on long - term total shareholder returns 4 Highly experienced, dedicated management team 5 Page 16

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Artwork is located here: [tracker for .ai, .psd, etc. file (s)] ARTWORK (DTP USE ONLY) 33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors Additional Financial Metrics

33 61 118 255 192 0 72 182 195 95 147 187 176 209 117 255 192 0 Color Palette TITLE LINES & BOXES 0 0 0 Additional Colors ARTWORK (DTP USE ONLY) Trailing 12 Months 2017 2018 Q1 2019 Return on equity 10.1% 13.4% 14.1% Book value per share $13.90 $15.04 $15.32 Total equity % 62.5% 62.2% 61.8% Long term debt % 37.5% 37.8% 38.2% Total assets ($ in millions) $661.1 $767.8 $783.0 ADDITIONAL FINANCIAL METRICS ROE calculated as total equity, not common equity BV per share on a diluted basis, BV common equity Page 17