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: November 9, 2005
MIDDLESEX WATER COMPANY
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(Exact name of registrant as specified in its charter)
NEW JERSEY 0-422 22-1114430
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(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
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(Address of principal executive offices, including zip code)
(732) 634-1500
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(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. 2.02 Results of Operations and Financial Condition
Announcement of Middlesex Water Company third quarter 2005 earnings as set forth
in the attached press release.
Item 4.02 (a) Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
Announcement of Middlesex Water Company restatement
Item 9.01 Financial Statements and Exhibits.
Income statement filed as an exhibit.
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
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Kenneth J. Quinn
Vice President, General Counsel,
Secretary and Treasurer
Dated: November 9, 2005
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MIDDLESEX WATER COMPANY REPORTS THIRD QUARTER EARNINGS
Cash Flow Information and Balance Sheets to be Restated
Third Quarter Revenue Growth Outpaced by Increased Operating Costs
ISELIN, NJ (November 9, 2005) Middlesex Water Company, (NASDAQ:MSEX), a
provider of water and wastewater services in New Jersey and Delaware, announced
earnings applicable to common stock of $3.0 million for the quarter ended
September 30, 2005, a decrease of $0.3 million from the same period in 2004.
Basic and diluted earnings per share of common stock decreased from $0.29 to
$0.26 per share, primarily due to the reduction in earnings.
For the nine-month period ended September 30, 2005, earnings applicable to
common stock were $6.2 million, compared to $6.1 million in the prior year.
Basic and diluted earnings per share decreased however, from $0.55 to $0.54, as
a result of higher average shares outstanding as compared to the prior year. The
increased shares largely resulted from a sale of 700,000 shares of common stock
on May 12, 2004 in addition to shares issued under the Company's Dividend
Reinvestment and Common Stock Purchase Plan during 2005.
Third Quarter 2005 Results
--------------------------
Consolidated operating revenues for the quarter ended September 30, 2005
were $20.8 million, up $1.0 million from $19.8 million for the same period in
2004. Total water sales revenues improved by $1.0 million in our regulated New
Jersey utilities, which was a result of increased water consumption due to
weather that was drier than in the same period in 2004. Continued customer
growth and a base rate increase of $0.5 million in April 2005 for the Company's
Delaware subsidiary, Tidewater Utilities, Inc. (TUI) generated $0.4 million of
additional water revenues as compared to the same period in 2004. Revenues from
a meter installation venture decreased $0.5 million, as the contracts for this
venture were completed in December 2004. Revenues from all other operations
increased $0.1 million as compared to the same period in 2004.
Operating expenses increased to $16.4 million, up from $15.4 million. This
increase was largely due to $0.7 million of higher costs for payroll and
benefits, primarily for pension, post-retirement and health care. Costs for
purchased water, purchased power, water treatment and repairs to our
distribution system in New Jersey were $0.3 million higher. Costs associated
with customer growth at TUI resulted in an increase of $0.3 million. Costs
associated with the meter installation venture decreased $0.5 million due to the
completion of the contracts. All other operating expenses increased $0.2
million.
Nine-Month Results
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Consolidated operating revenues for the nine months ended September 30,
2005 were $56.0 million, up $2.5 million from $53.5 million for the same period
in 2004. Total water sales revenues improved by $2.7 million in our regulated
New Jersey utilities, of which $1.7 million was a result of a $4.3 million base
rate increase in May 2004. In addition, $1.0 million was due to increased water
consumption. TUI's continued customer growth and base rate increases generated
$1.3 million of additional water revenues. Revenues from our meter installation
venture decreased $1.7 million due to completion of the contracts in December
2004. Revenues from all other operations increased $0.2 million compared to the
same period in 2004.
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Operating expenses increased to $45.7 million, up from $43.7 million. Higher
costs for payroll and benefits represented $1.7 million of the increase. Costs
for purchased water, purchased power, water treatment, and repairs to our
distribution system in New Jersey were $0.5 million higher. Costs associated
with customer growth at TUI accounted for $0.7 million of the increase. Costs
associated with the meter installation venture decreased $1.6 million due to the
completion of the contracts. Depreciation expense increased $0.5 million as a
result of additional assets placed in service since September 30, 2004. All
other operating expenses increased $0.2 million.
Statement of Cash Flows and Balance Sheets to Be Restated
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Management has announced that the Company filed a request for an extension
of time from the Securities and Exchange Commission to file its 2005 third
quarter report on Form 10-Q in order to file certain restated utility plant and
cash flow information. As part of its financial reporting process review,
management determined on November 5, 2005 that the Company needed to restate its
consolidated financial statements. The Form 10-Q will include restatement of the
Condensed Consolidated Balance Sheet as of December 31, 2004, for unrecorded
non-cash contributions of utility assets to Tidewater from developers and the
related construction advances or contributions. Separately, cash flows from both
financing and investing activities in the Condensed Consolidated Statements of
Cash Flows for the nine months ended September 30, 2004, will be restated for
transactions consisting of utility plant contributions by developers of assets
from completed construction projects, to Tidewater, in the form of non-cash
construction advances or contributions. In addition, the Company intends to
amend the Consolidated Balance Sheets as of December 31, 2003 and 2004 and its
Consolidated Statements of Cash Flows for the fiscal periods ended December 31,
2002, 2003 and 2004, originally filed in its 2004 Annual Report on Form 10-K and
its Condensed Consolidated Balance Sheet and Condensed Consolidated Statements
of Cash Flows originally filed in its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2005 and June 30, 2005, as soon as practicable. While
the restatement does not have an impact on reported earnings, cash flows from
operating activities or cash balances for the periods affected, the consolidated
financial statements and the condensed consolidated financial statements issued
in those original filings should not be relied upon because of the restatements
to those financial statements. The Company has discussed with Deloitte & Touche
LLP, independent accountant, the matters disclosed in this filing.
Board Declares Quarterly Dividend
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The Company's Board of Directors approved an increase in the quarterly
dividend from $0.1675 to $0.17 per share, payable December 1, 2005, to common
shareholders of record as of November 15, 2005. The Company has paid cash
dividends in varying amounts for the past 93 years and the dividend has been
increased in each year since 1973. Middlesex Water has a Dividend Reinvestment
and Common Stock Purchase Plan (Plan) through which dividends and optional cash
payments can be used to purchase additional shares of Common stock. The Company
is currently offering its shares at a 5% discount on all optional cash purchases
and reinvested dividends under the Plan through December 1, 2005.
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. The Company's
Delaware subsidiaries, Tidewater Utilities, Inc., together with Southern Shores
Water Company, and Tidewater Environmental Services are subject to the
regulations of the Public Service Commission in Delaware. These companies are
also subject to various Federal and State and regulatory agencies concerning
water quality standards.
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For additional information regarding Middlesex Water Company, visit the
Company's Web site at www.middlesexwater.com or call (732) 634-1500.
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Certain matters discussed in this press release are "forward-looking statements"
regarding the Company's results of operations and financial position. Such
statements address future plans, objectives, expectations and events concerning
various matters such as capital expenditures, earnings, litigation, growth
potential, rate, regulatory matters, liquidity, capital resources and accounting
matters. Actual results in each case could differ materially from those
currently anticipated in such statements. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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Contact:
Bernadette M. Sohler
Director of Communications
(732) 634-1500
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MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2005 2004 2005 2004
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Operating Revenues $ 20,832,448 $ 19,856,688 $ 56,006,102 $ 53,502,334
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Operating Expenses:
Operations 10,065,706 9,193,804 28,516,810 27,455,475
Maintenance 765,422 759,352 2,643,226 2,430,319
Depreciation 1,635,403 1,467,523 4,803,610 4,353,222
Other Taxes 2,352,781 2,224,028 6,599,435 6,195,329
Income Taxes 1,535,061 1,714,802 3,096,545 3,240,804
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Total Operating Expenses 16,354,373 15,359,509 45,659,626 43,675,149
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Operating Income 4,478,075 4,497,179 10,346,476 9,827,185
Other Income (Expense):
Allowance for Funds Used During Construction 109,009 179,173 459,915 309,455
Other Income 63,368 33,418 154,530 170,983
Other Expense (1,879) (85) (26,348) (29,761)
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Total Other Income, net 170,498 212,506 588,097 450,677
Interest Charges 1,624,145 1,347,475 4,584,315 3,991,681
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Net Income 3,024,428 3,362,210 6,350,258 6,286,181
Preferred Stock Dividend Requirements 61,947 63,697 189,340 191,090
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Earnings Applicable to Common Stock $ 2,962,481 $ 3,298,513 $ 6,160,918 $ 6,095,091
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Earnings per share of Common Stock:
Basic $ 0.26 $ 0.29 $ 0.54 $ 0.55
Diluted $ 0.26 $ 0.29 $ 0.54 $ 0.55
Average Number of
Common Shares Outstanding:
Basic 11,466,024 11,316,768 11,409,182 10,989,209
Diluted 11,805,164 11,659,908 11,750,989 11,332,349
Cash Dividends Paid per Common Share $ 0.1675 $ 0.1650 $ 0.5025 $ 0.4950
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