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 23, 2018
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 (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. ¨
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 22, 2018. Shareholders voted to reelect continuing directors Dennis W. Doll and Kim C. Hanemann (Class I), each to serve a term of office of three years. 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, (2018 Proxy Statement) which was filed with the Securities and Exchange Commission on April 12, 2018 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect two nominees to the Board -- Directors Dennis W. Doll and Kim C. Hanemann serving terms that expire at the 2021 Annual Meeting of Shareholders. Each Director was elected and received the following votes: |
| Director | For | Withheld | Broker Non-Votes | |||
| Dennis W. Doll | 9,744,772 | 252,465 | 4,296,286 | |||
| Kim C. Hanemann | 9,878,878 | 118,359 | 4,296,286 |
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 2018 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote | |||
| 9,454,203 | 447,827 | 95,207 | 4,296,286 |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to approve the new 2018 Restricted Stock Plan as disclosed in the 2018 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote | |||
| 9,481,560 | 417,150 | 98,527 | 4,296,286 |
Proposal No. 4
Description of Matters Submitted
| 4) | 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, 2018. |
| For | Against | Abstain | Broker Non-Vote | |||
| 14,095,280 | 137,481 | 60,876 | 0 |
Item 8.01 Other Events
2018 Annual Meeting of Shareholders
On May 22, 2018, Middlesex Water Company held its 2018 Annual Meeting of Shareholders at its company headquarters in Iselin, New Jersey. Announcement of voting results at which shareholders elected two Class I Directors; approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, approved the new 2018 Restricted Stock Plan, and ratified the Audit Committee’s appointment of Baker Tilly Virchow Krause LLP as the independent registered public accounting firm for 2018 is described above.
Management’s presentation at the Annual Meeting of Shareholders will be 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.
Press Release
On May 23, 2018, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 22, 2018. A copy of the Company’s press release dated May 23, 2018 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 | |
| Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: May 23, 2018
Exhibit 99.1
ANNUAL MEETING OF SHAREHOLDERS 2018 May 22, 2018
Achieving Shareholder Value Through Sustained Investment in Regulated Utility Infrastructure
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 can be viewed on our website at www.middlesexwater.com or in our Annual Report .
Life Sustaining Water Ensures Public Health Protection, Fire Protection, Quality of Life and Economic Growth
Celebrating 120 Years MWC held an Open House Reception and Plant Tour for local officials in observance of its 120 th Anniversary in 2017
Incorporated: 1897 Market Cap: $672 Million 52 - Week Range: $32.23 - $46.74 3 Month Avg. Volume: 76,641 Shares Outstanding : 16.3 Million Dividend Yield: 2.14% Annual Dividend: $0.90 Institutional Ownership: 56% Company Overview
FINANCIAL HIGHLIGHTS
REVENUES ($Millions) $115.0 $117.1 $ 126.0 $ 132.9 $ 130.8 $105.00 $110.00 $115.00 $120.00 $125.00 $130.00 $135.00 2013 2014 2015 2016 2017
TOTAL REVENUES (By Segment) 2017 Regulated 88% Non - Regulated 12%
REVENUE SOURCES 48.80% 18.40% 9.00% 10.40% 11.50% 2.90% Residential Comm/Ind Fire Protection Contract Sales Contract Ops Other
NET INCOME ($Millions) 16.6 18.5 20.0 22.7 22.8 0 5 10 15 20 25 2013 2014 2015 2016 2017 Net income up $0.1 Million
2017 O&M EXPENSE Labor 32.5% Employee Benefits 12.0% Production Cost 24.0% Other 11.9% Contract Ops 10.5% Insurance 3.1% Pipe Repairs 3.1% IT 2.9%
EARNINGS PER SHARE $1.03 $1.13 $1.22 $1.38 $1.38 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 2013 2014 2015 2016 2017
DIVIDEND PAYOUT RATIO 73 % 68% 64% 59% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 2013 2014 2015 2016 2017 62%
DIVIDENDS $0.75 $0.76 $0.77 $0.80 $0.84 $0.90 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 2013 2014 2015 2016 2017 2018
FIRST QUARTER 2018 RESULTS (In Millions) 2018 2017 Operating Revenues O&M Expenses Net Income Diluted Earnings per Share $30.1 $15.9 $4.4 $0.27 $31.2 $17.8 $4.5 $0.27
FACTORS AFFECTING EARNINGS WEATHER TIMELY RATE RECOVERY COST MANAGEMENT CUSTOMER GROWTH
RATE ACTIVITY Annual Effective Revenues Middlesex 04/01/18 $5.5M Middlesex PWAC 10/30/17 $0.8M TUI DSIC 01/01/18 $0.4M Pinelands Water 05/07/18 $0.1M
CONSTRUCTION PROGRAM 2018 5 Yrs. $78 Million Up to $305 Million OUTLOOK for Estimated Capital Expenditures
UTILITY PLANT ($Millions) $461 $ 523 $621 $693 $243 $259 $271 $278 $0 $200 $400 $600 $800 $1,000 $1,200 2017 2018 2019 2020 Delaware New Jersey
CAPITAL PROGRAM FUNDING Cash Flow from Operations Investment Plan Proceeds State Revolving Fund Loans Short Term Lines of Credit
2018 SRF Loans NEW JERSEY RENEW 2017 : ▪ $9.4 Million, 30 Year Term, Interest Rate less than 1.5%. ▪ Closing May 22, 2018. Western Transmission Main : ▪ Estimated Construction Loan $52 Million, up to 3 years, current interest rate = 0%. RENEW 2018 : ▪ Estimated Construction Loan $10 Million, up to 1.5 years, current interest rate = 0%. DELAWARE Holiday Pines : ▪ $1.0 million, 20 Year Term, Interest 2.02%. Closing May 11, 2018.
OPERATIONS HIGHLIGHTS
CYBER STORM VI MWC participated in Cyber Storm VI, a national - level cyber exercise presented by the Department of Homeland Security, which simulated a cyber crisis of national consequence with impact to water infrastructure. ▪ MWC Employees participated in the Design and Execution of the Disaster Exercise ▪ Other Players included FBI, NJ State Police and Homeland Security ▪ Participating with MWC were representatives of the New Jersey Department of Environmental Protection and the New Jersey Board of Public Utilities
HEADQUARTERS RELOCATION x MWC Headquarters and Payment Center moving to a nearby location x J. Richard Tompkins Center to be completely Renovated x Operations Center and Fleet to remain at this Location x Shop area and Yard to be Expanded
LARGE SCALE INFRASTRUCTURE INVESTMENTS FOR GREATER RELIABILITY, RESILIENCY & SERVICE QUALITY Back - Up Power Generation Plant Upgrades Main Replacement Booster Station Upgrades Ozonation Large Main Construction Additional Storage
INTERCONNECTION UPGRADES ESSENTIAL FOR RELIABILITY The $3 million booster station upgrade ensures desired water pressures for peak demands and allows for the transfer of water between systems in emergencies.
Converting 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. x Design Complete
WASTEWATER TREATMENT PLANT CONSTRUCTION ▪ Replacing aging infrastructure in existing plants in Milton, Delaware. ▪ Ensure regulatory compliance with Discharge to Surface Water Permit ▪ 350 gpd Treatment Plant ▪ Construction Planned for 2018 - 2019 ▪ 100% Designed Current Plant
WATER QUALITY ACCOUNTABILITY ACT Rick Risoldi discussed water management strategies and new requirements of the WQAA at the Association of Environmental Authorities Annual Conference. x Establishes new requirements for public water purveyors to improve the safety, reliability and administrative oversight of water infrastructure. x Applies to ALL water systems with more than 500 service connections. The WQAA Requires: ▪ Asset Management Plans ▪ Testing of Valves and Fire Hydrants ▪ Mitigation Plan for Violations ▪ Cybersecurity Program
Our subsidiary, Pinelands Wastewater is upgrading aging infrastructure at its WWTP serving residents of Southampton Township, New Jersey. MEETING WASTEWATER NEEDS FOR THE NEXT GENERATION IN NJ
CRITICAL RESILIENCY TRANSMISSION MAIN ▪ 4.5 Miles of 42 - inch diameter main through Edison and Metuchen, New Jersey ▪ Sustains water supply to over 300,000 residents and businesses in eastern Middlesex County ▪ $52 Million Project Needed for Added Reliability, Resiliency and Redundancy www.WaterForTomorrowMWC.com
WESTERN TRANSMISSION MAIN GROUNDBREAKING
SUSTAINING A HIGH PERFORMANCE CULTURE ▪ 315 Employees in the Middlesex Water Enterprise ▪ Over 3,500 Training Hours in 2017. ▪ 29 Licensed Operators in Delaware 51 Licensed Operators in NJ 2 Licensed Operators in PA ▪ Through employee development, we’re enhancing service to our customers . We support our employees’ development and organizational effectiveness by offering quality training, career advice and leadership development opportunities to help them grow personally and professionally. Presentations Safety Training Volunteer Opportunities
HONORS AND RECOGNITION Rob Capko, Rising Star CFO of the Year Awards Brian Carr Named AWWA - NJ Chair AWWA - NJ Project of the Year Dennis Doll, Honorary Grand Marshal, South Amboy St. Patrick’s Day Parade Jersey Water Works New Jersey One Water Award Bernadette Sohler, Top 25 Leading Women Corporate Leaders Water & Wastewater Operators of the Year
SERVING OUR COMMUNITIES
Our Profile of Performance x Regulated Utility Business x Over a century of water utility management experience x Supportive regulatory environment x Stable residential customer base x Corporate Credit Rating “A” Stable x Strong financial record and balance sheet x Driving shareholder value through investments in regulated utility infrastructure x Established reputation for operational and technical excellence x 45 Years of Consecutive Dividend Increases
Thank YOU Dr. Middleton! In Grateful Acknowledgement The Middlesex Water family of Companies acknowledges Director John R. Middleton, M.D. for his leadership and counsel throughout his 19 years of service.
QUESTIONS? This presentation will be available on our Investor Relations Site at www.middlesexwater.com Thank you for your ongoing support!
Exhibit 99.2
Middlesex Water Company
HOLDS ANNUAL MEETING of Shareholders
ISELIN, NJ, (May 23, 2018) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting on May 22, 2018 at which shareholders re-elected director and executive chairman Dennis W. Doll and independent director Kim C. Hanemann 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, approved the new 2018 Restricted Stock Plan 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, 2018.
During the meeting, officers discussed the company’s 2017 and First Quarter 2018 financial results, customer growth in Delaware, several large scale infrastructure projects in progress under the Company’s $300 million Water for Tomorrow Capital Campaign and new requirements under the Water Quality Accountability Act.
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.
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