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 21, 2014
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 Tuesday, May 20, 2014. The following directors were re-elected to the board: James F. Cosgrove, Jr. P.E., Vice President and Principal of Kleinfelder; John R. Middleton, M.D., engaged in private practice with ID Care; and Jeffries Shein, managing partner JGT Management Company, LLC. 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 Company’s April 8, 2014 proxy statement, are as follows:
Description of Matters Submitted
Proposal No. 1
| Election of Directors | For | Withheld |
| James F. Cosgrove | 8,200,288 | 113,517 |
| John R. Middleton, M.D. | 8,172,860 | 140,945 |
| Jeffries Shein | 8,164,314 | 149,491 |
Description of Matters Submitted
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, 2014
| For | Against | Abstain | |
| 13,486,614 | 141,901 | 84,810 |
Description of Matters Submitted
Proposal No. 3
To approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
| For | Against | Abstain | |
| 7,402,627 | 586,482 | 324,696 |
Item 8.01 Other Events
On May 20, 2014, Middlesex Water Company held its 2014 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, ratified the Audit Committee’s appointment of Parente Beard LLC as the independent registered public accounting firm for 2014 and approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, is described above.
Management’s presentation at the Annual Meeting of Shareholders is available in the Investor Relations section of the company’s website www.middlesexwater.com under News & Market Data/Presentations and Interviews. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
News Release
On May 21, 2014, 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, 2014. A copy of the Company’s press release dated May 21, 2014 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 99.1 | Company officers’ slide show presentation at the Annual Meeting of Shareholders May 20, 2014 |
| 99.2 | Company press release dated May 21, 2014 |
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 | |
| Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: May 21, 2014
2
Welcome to the Annual Meeting of Shareholders May 20, 2014
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 . 2 1
FINANCIAL HIGHLIGHTS 2
Company Overview Incorporated: 1897 Market Cap: ($millions): $320.8 Million 52 - Week Range: $22.46 - $19.05 Total Shares Outstanding: 16.0 Million Dividend Yield: 3.75% Dividend Rate/Share: $0.76 Number of Employees: 279 Institutional Ownership: 40% 3
Middlesex Water owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. 4
Revenues ($Millions) 2011 2012 2013 $102.1 $110.4 $114.8 5
Net Income ($Millions) 2011 2012 2013 $13.40 $14.40 $16.60 6
Earnings Per Share 2011 2012 2013 $0.84 $0.90 $1.03 7
Return on Equity 2011 2012 2013 7.6% 8.00% 8.90% 8
Utility Plant ($Millions) 58.4 82.7 96.3 118.3 133.7 150.2 158.5 166.9 182.5 188 197.7 220.7 235.6 243.4 252.2 264.8 279.9 295 316.5 332.1 346.9 359.2 0 100 200 300 400 500 600 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 New Jersey Delaware 9
Efficiency Performance ($Millions) Year Ended December 31, 2013 2012 2011 Operating Revenues $114.8 $110.4 $102.1 O & M Expenses $ 60.7 $ 60.5 $ 56.6 O & M Efficiency Ratio 47.1% 45.2% 44.6% Regulated Efficiency Ratio 50.6% 48.8% 47.8% 10
Performance – Changes (in $Millions) Hess Corp. $ 1.6 $ 2.6 Borough of Sayreville $ 0.8 $ 3.0 Post - retirement M edical Plan $(2.6) $(2.6) Interest Savings on Refinancing $(0.9) $(0.9) (Favorable)/Unfavorable $ (1.1) $ 2.1 2013 2014 11
Performance – Changes (in $Millions) Hess Corp. $ 2.6 Borough of Sayreville $ 3.0 Post - retirement M edical Plan $(2.6) Interest Savings on Refinancing $(0.9) Valuation Changes – All Benefit Plans $(2.6) ( Favorable) $(0.5) 2014 12
Q1 Performance ($Millions except per share amounts) First Quarter Ended March 31, 2014 2013 Operating Revenues $27.2 $27.0 O & M Expenses $15.4 $15.4 Net Income $ 3.2 $ 3.2 Diluted Earnings Per Share $ 0.20 $ 0.20 13
Rate Activity Amount Filed - Middlesex $10.6 Million November 8, 2013 - Tidewater $ 3.9 Million November 25, 2013 Effective - Middlesex DSIC $0.3 Million November 5, 2013 - Middlesex DSIC $0.3 Million April 29, 2014 - Middlesex PWAC $0.1 Million May 1, 2013 - Tidewater DSIC $0.1 Million July 1, 2013 14
Distribution System Improvement Charge DSIC: A rate mechanism that allows water utilities to recover investment in improvements to their water distribution system between base rate proceedings. NEW JERSEY DSIC Program in place since 2012. June 2014 – 2 nd Foundational Filing DELAWARE DSIC Program in place since 2001. 15
2014 Construction Program – $31.4 Million Other Infrastructure Needs Technology MWC Renew Program Plant Improvements Distribution System $1.3 $1.9 $4.0 $10.2 $14.0 16
Customer Advances Reinvestment Plan Long-term Loans SRF Loans Net Cash Flows $0.4 $1.3 $9.0 $5.0 $ 15.7 Total Funding - $31.4 Million Construction Funding 17
May 2014 - $4.0 million through NJSRF Program for Middlesex RENEW Project Effective interest rate - 1.0% Q3 2014 Tidewater – Up to $20.0 Million Long - Term Debt 18
DIVIDEND HISTORY $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 85 87 89 91 93 95 97 99 01 03 05 07 09 11 13 19
OPERATIONS 20
Highlights ▪ Crews Endure Worst Winter Ever ▪ RENEW ▪ Disinfection By - Products Regulation ▪ Delaware Operations Table Top Exercise ▪ E - Business Suite Technology Upgrade ▪ Server Room Expansion ▪ Canal Breach Response 21
Service reliability never takes a snow day! We work to ensure the protection of public health, safety and the environment. 22
Main Breaks Wreck Havoc in Freezing Temps 24 23
RENEW Program - $4 Million Investment in South Amboy in 2013 - $3.8 Million Upgrade Planned in Woodbridge in 2014 24
Maintaining Reliability Through Investments in Infrastructure 25
Stage 2 Disinfection By - Products Rule x Builds upon earlier rules that addressed disinfection byproducts to improve drinking water quality and provide additional public health protection x Tightens compliance monitoring requirements for two groups of DBPs, trihalomethanes and haloacetic acids 26
Delaware employees participate in a simulated crisis management tabletop exercise as reviewers take notes for follow up emergency response/action plans. Emergency Planning 27
Financial HR Procurement Reporting Spring 2014 UPGRADE 28
Data Center Upgrade ▪ Helps to ensure power resiliency to support critical business processes ▪ Data expansion capability to support future growth ▪ Security 29
Breach in the Delaware & Raritan Canal The D & R Canal serves as a major water source for Middlesex Water Company. 30
Engineering Honors G. Christian Andreasen Director of Engineering George Warren Fuller Honoree AWWA is the oldest and largest educational and scientific association for drinking water professionals. 31
“Our growth strategy in 2013 leveraged the unique relationship between water, wastewater and energy.” 32
Contract Operations/Public Private Partnerships Renewable Energy/Industrial Applications Emergency Home Repair Service Plans Military Base Acquisitions Regulated Water and Wastewater Acquisitions 33
34
Biogas System at the Village of Ridgewood Water Pollution Control Facility 35
Liquid waste receiving station increases biogas production 36
37
Groundbreaking for Construction of Monmouth County Leachate Pre - Treatment Facility Agreement to design, construct and operate a leachate pre - treatment facility at the Monmouth County Reclamation Center in Tinton Falls, NJ. 38
Agreement with U.S. Department of Defense for Privatization of Water System of Dover Air Force Base (Photo Courtesy of U.S. Air Force) 39
▪ 50 - year agreement to provide potable water service ▪ TUI to own and maintain all DAFB water utility assets and make necessary capital improvements ▪ Planned integration into Tidewater’s regulated utility operations ▪ Received regulatory approval (Photo Courtesy of U.S. Air Force) 40
Dover Air Force Base executes hundreds of missions and provides 25% of the Nation’s strategic airlift capability, projecting global reach to over 100 countries in the world. Photo Courtesy of U.S. Air Force 41
Wastewater System Acquisition 42
In October 2013, TESI closed on the DEPSC approved purchase of the wastewater utility assets of the Plantations Development in Delaware. 43
Industry Observes World Water Day 2014 at NASDAQ 44
Outreach & Education 45
Strong Community Participation 46
Honors & Awards Best Tasting Water in Delaware 47
Management Transition Kenneth J. Quinn Jay. L. Kooper 48
▪ Build and maintain trust in all of our internal and external interactions ▪ Facilitate quality of life and economic stability and growth for current and future customers by providing a comprehensive suite of sustainable water and wastewater solutions ▪ Actively pursue sensible growth opportunities to the benefit of both customers and shareholders ▪ Innovate within the scope of our core technical competencies while also partnering with those who complement our values and skills, to participate in new markets and enhance service to customers Strategy For Growth & Success 49
Questions? These slides will be archived on the Investor Relations section of our website at www.middlesexwater.com under Presentations. NASDAQ:MSEX 50
Shareholders GATHER FOR
Middlesex Water Company
Annual meeting
ISELIN, NJ, (May 21, 2014) Efficiency performance, prudent infrastructure investments and the growing focus on the relationship between water, wastewater and energy were among the topics discussed by officers at Middlesex Water Company’s Annual Meeting of Shareholders held at its corporate headquarters on Tuesday, May 20, 2014. Middlesex Water Company (NASDAQ:MSEX), is a provider of water and wastewater and related services, in New Jersey, Delaware and Pennsylvania.
Management’s presentation at the Annual Meeting of Shareholders is available in the Investor Relations section of the company’s website www.middlesexwater.com under News & Market Data/Presentations and Interviews.
At the meeting, shareholders of the Company elected Directors James F. Cosgrove, Jr., P.E., John R. Middleton, M.D. and Jeffries Shein; 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, 2014 and approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
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.
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