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 26, 2010
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:
[ ] 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 25,
2010. at which Annette Catino and Walter G. Reinhard,
Esq. were reelected to the Board and Steven M. Klein was elected to
the Board. Each of these directors will serve a term of office of
three years. The certified results of the matters voted upon at
the meeting, which are more fully described in our proxy statement, are as
follows:
Description
of Matters Submitted
|
Proposal
No. 1
|
||||
|
Election
of Directors
|
For
|
Withheld
|
Broker
Non-Votes
|
|
|
Annette
Catino
|
8,007,748
|
154,234
|
3,691,921
|
|
|
Steven
M. Klein
|
8,020,606
|
141,376
|
3,691,921
|
|
|
Walter
G. Reinhard, Esq.
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5,228,215
|
2,933,767
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3,691,921
|
Proposal
No. 2
Ratification
of the appointment by the Audit Committee of ParenteBeard LLC as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2010.
|
For
|
Withheld
|
Broker
Non-Votes
|
|
|
11,671,813
|
118,693
|
63,397
|
Item
8.01 Other Events
On May
25, 2010, Middlesex Water Company held its Annual Meeting of Shareholders at its
company headquarters in Iselin, New Jersey. Announcement of voting
results at which shareholders elected a slate of three directors and ratified
the Audit Committee’s appointment of ParenteBeard as independent registered
public accounting firm for 2010 is set forth in the attached press
release.
Management’s
presentation at the Annual Meeting of Shareholders is available on the company’s
website www.middlesexwater.com
on the Presentations page of the Investor Relations section. The
presentation is also filed herewith as Exhibit 99.2 and is hereby incorporated
by reference.
Item
9.01
Financial Statements and Exhibits
99.1
Company press release dated May 26, 2010
99.2 Management
presentation at the Annual Meeting of Shareholders May 25,
2010
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: May
26, 2010
2
MIDDLESEX
WATER COMPANY HOSTS
ANNUAL
MEETING OF SHAREHOLDERS
ISELIN, NJ, (May 26, 2010) “The demand
for quality water and wastewater service seen in 2009 continues in 2010 and
Middlesex Water remains well positioned to capitalize on those opportunities,”
said Dennis W. Doll, President and CEO, at the Company’s Annual Meeting of
Shareholders, held Tuesday, May 25, 2010 at its corporate headquarters.
Middlesex Water Company, (NASDAQ:MSEX), is a provider of water and wastewater
and related services, primarily in New Jersey and Delaware.
In his
remarks to shareholders, Mr. Doll commented on the company’s recent expansion
into Pennsylvania, the growing role of wastewater service in its service
offerings and its commitment to investments in infrastructure and technology to
enhance shareholder value and service delivery.
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 2009 and the first quarter of
2010. Mr. O’Connor also discussed the capital expenditure and funding
plans for 2010, Middlesex Water’s dividend growth history, rate proceedings
and other factors relevant to financial performance. Management’s
slide presentation at the Annual Meeting of Shareholders may be viewed on the
company’s website at www.middlesexwater.com
in the Investor Relations area under Presentations.
At the
meeting, shareholders of the Company elected Directors Annette Catino, Steven M.
Klein and Walter G. Reinhard, Esq. and ratified the appointment by
the Audit Committee of ParenteBeard LLC as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2010.
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
The
Middlesex
Water
Enterprise
Water
Enterprise
Powered
by
Professionals
Annual
Meeting of Shareholders
May
25, 2010
Forward
Looking Statement
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.
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.
Customer
Growth
(NJ and DE)
(NJ and DE)
Regulated
vs. Non-Regulated
Customers
Customers
Drivers
of Growth
Demand
for
quality water and
wastewater
service continues
in NJ, DE and
beyond
quality water and
wastewater
service continues
in NJ, DE and
beyond
Increasingly
stringent water
quality regulations
stringent water
quality regulations
Developers/small
systems seek
problem solvers
systems seek
problem solvers
Service
not restricted by
geographic borders
geographic borders
Twin
Lakes Utilities, Inc.
Shohola, PA
Shohola, PA
Water
Quality
Providing
safe,
quality drinking water
is the core of our
business. Our
customers place their
confidence in us and
we take our role as
protectors of public
health seriously.
quality drinking water
is the core of our
business. Our
customers place their
confidence in us and
we take our role as
protectors of public
health seriously.
Emergency
Response
Systemwide
Boil Water
Advisory - March 2010
Advisory - March 2010
We
continue to refine
existing plans to
address emergencies.
existing plans to
address emergencies.
Water
and Wastewater Facilities
We
operate over 143 facilities in DE:
§
87 Water Plants
§
6 Wastewater Plants
§
50 Contract Operation Agreements
•
Angola, Sussex County, DE
340
acres for potential 1.45 MGD capacity facility
•
Service to approx. 5,000 homes
•
MBR with RIB disposal spray for spare area
•
Signed a one year extension on the conditional
use plan.
use plan.
•
Coastal Zone Permit Status
Wandendale
Wastewater Treatment
Facility
Wastewater Treatment
Facility
SERVICE
IN DELAWARE
Tidewater
serves a
combination of 348
residential
communities and
582 commercial
establishments from
its 160 wells.
combination of 348
residential
communities and
582 commercial
establishments from
its 160 wells.
CPCN
Growth in DE
Financial
Highlights
2
0
0
9
0
0
9
Earnings
Per Share
Revenue
Growth
($
Millions)
Year
Ended
December 31,
December 31,
2009 2008
Operating
Revenues $
91.2 $
91.0
Operating
Expenses $
71.0 $
67.0
Net
Income $
10.0 $
12.2
Diluted
Earnings per Share
$ 0.72 $
0.89
Performance
(millions except per share amounts)
(millions except per share amounts)
Timely
and Adequate Rate Increases
-
Tidewater - $3.0 Million base rate increase
Effective
March and September, 2009
-
Middlesex - $1.0 Million PWAC rate increase
Effective
July 1, 2009
Customer
Consumption
- Customer
Growth
-
Weather
-
Economy
Operating
Costs
- Labor
and Benefits
- Water
Production
-
Uncollectible Accounts
Factors
Impacting
2009 Financial Performance
2009 Financial Performance
First
Quarter Ended
March 31,
March 31,
2010 2009
Operating
Revenues $
21.7 $
20.6
Operating
Expenses
$ 18.4
$ 17.6
Net
Income
$ 1.6 $
1.4
Diluted
Earnings per Share
$ 0.11
$ 0.10
Performance
(millions except per share amounts)
(millions except per share amounts)
Timely
and Adequate Rate Increases
-
Middlesex - $7.8 Million base rate increase
Effective
March 17, 2010
-
Tidewater - $0.2 Million DSIC rate increase
Effective
January 1, 2010
Customer
Consumption
- Customer
Growth
-
Economy
- Water Use
Trends
Operating
Costs
-
Weather, Weather, Weather
Factors
Impacting
2010 Financial Performance
2010 Financial Performance
Utility
Plant
($Millions)
Distribution
System: $12.9
ERP
IT System: 4.6
MWC
RENEW Program: 3.5
Plant
Improvements: 8.6
Other
Infrastructure Needs: 3.6
Total: $33.2
2010
Construction Program
($
Millions)
SRF
Loans
$3.5
Short-Term
Loans 3.5
Reinvestment
Plan 1.7
Customer
Advances 1.7
Net
Cash Flows 22.8
Total
Funding $33.2
2010
Construction Funding
Dividends
(Annual
Rate)
2006 2007 2008 2009
$0.69 $0.70 $0.71 $0.72
Ø
Quarterly dividends paid since 1912
Ø
Increased dividends for 37 consecutive years
Ø
Current Dividend Yield: 4.0%
Dividends
Paid
Board/Management
Changes
Steven
M. Klein named to
Board of Directors
Board of Directors
Richard
M. Risoldi named
Vice President Operations
and Chief Operating
Officer
Vice President Operations
and Chief Operating
Officer
Operating
Highlights
Marsh
Main Replacement
We
replaced over 1 mile of water main beneath the Raritan River from Perth
Amboy
to South Amboy, NJ using directional drilling technology.
to South Amboy, NJ using directional drilling technology.
South
River
Basin
River
Basin
Marsh
Main Modern Marvel
The
Challenge -Installation of
over 5,400 feet of pipe
over 5,400 feet of pipe
The
Tool - Enabling pullback under the river
The
pipe
emerging
from its mile-
long journey.
emerging
from its mile-
long journey.
A
Safer Treatment Alternative
•
Moving from chlorine
gas to on-site generated
liquid sodium
hypochlorite as the
primary disinfectant in
the water treatment
process.
gas to on-site generated
liquid sodium
hypochlorite as the
primary disinfectant in
the water treatment
process.
•
New process is a safer
treatment alternative
which benefits our
employees and the
environment.
treatment alternative
which benefits our
employees and the
environment.
Chlorine
Process
Overview
Overview
SALT
+ WATER + ELECTRICITY
=
CHLORINE
NaCl + H2O
Electricity
NaOCl(aq)
Electrolytic
Cell
•
Designed for
Continuous Flow
Continuous Flow
•750
lbs / day output
Chlorine
Reaction Cells
Geographic
Information Systems
§
Ability to Access and Update Field Data
§
More efficient coordination of main breaks
and service calls
and service calls
§
Better Asset Management with links to ERP
§
Integration of Hydraulic Modeling Tools
§
More Accurate Data for Finance,
Administration, and Customer Service
Administration, and Customer Service
§
Allows for Better Planning and Engineering
Analysis
Analysis
In
2009, we converted existing data
into GIS. In 2010, we are developing
and implementing our water system
distribution model.
into GIS. In 2010, we are developing
and implementing our water system
distribution model.
Enterprise
Resource Planning
üGeneral
Ledger - Completed
üAccounts
payable - Completed
üProcurement
- - Completed
üHuman
Resources - Live June 2010
üCustomer
Care and Billing -
Live June 2010
üWork
and Asset Management - Start
Sept. 2010
üMobile
Workforce Management - Start
Sept. 2010
üTime
and Labor Management - Start
Sept. 2010
üBusiness
Intelligence - Pending
Development
RENEW
Pipeline
Rehabilitation
Rehabilitation
2
0
1
0
0
1
0
•
Year 14 of a 25-Year Program
•
$3.5 million investment to replace water
mains, valves and fire hydrants
mains, valves and fire hydrants
•
Project preparation and pre-construction
activities conducted
activities conducted
•
23,500 feet of 6- and 8-inch main in Port
Reading and Sewaren in Woodbridge Twp.
Reading and Sewaren in Woodbridge Twp.
•
Project funding by NJ Environmental
Infrastructure Trust
Infrastructure Trust
•
Effort to begin in June
RENEW
(Cleaning
and Lining
of Cast
Iron Pipe)
(Cleaning
and Lining
of Cast
Iron Pipe)
Corporate
Social Responsibility
Making
environmentally and socially responsible choices throughout
all facets of our business
all facets of our business
Educating
the next generation
about watershed protection
about watershed protection
Water
Education
Involved
in our Local Communities
Honors
and Awards
Middlesex
Water Named Green
Leadership Winner in the area of
Green Education.
Leadership Winner in the area of
Green Education.
Tidewater
Named
“Best in the
Business” by
Workplace Dynamics
LLC for the third time
in the last 4 years.
“Best in the
Business” by
Workplace Dynamics
LLC for the third time
in the last 4 years.
Middlesex
Water Named
to Fortune Small
Business Magazine’s
List of America’s
Fastest Growing
Publicly Traded Small
Companies.
to Fortune Small
Business Magazine’s
List of America’s
Fastest Growing
Publicly Traded Small
Companies.
Colonel
David B. Horton, Commander
and Jerry Esposito during Dover AFB
Honorary Commander’s Induction
Ceremony.
and Jerry Esposito during Dover AFB
Honorary Commander’s Induction
Ceremony.
ü
Stable with long-term growth
potential
potential
ü
Growing reputation for
delivering sound, technical
water and wastewater solutions
delivering sound, technical
water and wastewater solutions
ü
Experienced management
team and active industry leader
team and active industry leader
üHonest
and ethical problem
solver
solver
Why
Middlesex
Water?
Water?
A
Provider of
Water, Wastewater
and Related
Products and
Services
Water, Wastewater
and Related
Products and
Services
A
Provider of
Water, Wastewater
and Related
Products and
Services
Water, Wastewater
and Related
Products and
Services
Thank
you for your interest, confidence and support!
www.middlesexwater.com