UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to______________________
Commission File Number
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS employer identification no.) |
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | Non-accelerated filer ☐ | |
| Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No
The number of shares outstanding of each of the registrant's
classes of common stock, as July 29, 2025: Common Stock, No Par Value:
INDEX
| PART I. | FINANCIAL INFORMATION | PAGE |
| Item 1. | Financial Statements (Unaudited): | |
| Condensed Consolidated Statements of Income | 1 | |
| Condensed Consolidated Balance Sheets | 2 | |
| Condensed Consolidated Statements of Cash Flows | 3 | |
| Condensed Consolidated Statements of Capital Stock and Long-Term Debt | 4 | |
| Condensed Consolidated Statements of Common Stockholders’ Equity | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. | Quantitative and Qualitative Disclosures of Market Risk | 27 |
| Item 4. | Controls and Procedures | 28 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 29 |
| Item 1A. | Risk Factors | 29 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 30 |
| SIGNATURES | 31 | |
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating Revenues | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Operations and Maintenance | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Other Taxes | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Income | ||||||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Allowance for Funds Used During Construction | ||||||||||||||||
| Other Income (Expense), net | ||||||||||||||||
| Total Other Income, net | ||||||||||||||||
| Interest Charges | ||||||||||||||||
| Income before Income Taxes | ||||||||||||||||
| Income Taxes | ||||||||||||||||
| Net Income | ||||||||||||||||
| Preferred Stock Dividend Requirements | ||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | $ | $ | ||||||||||||
| Earnings per share of Common Stock: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Average Number of | ||||||||||||||||
| Common Shares Outstanding : | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
1
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
| June 30, | December 31, | |||||||||
| ASSETS | 2025 | 2024 | ||||||||
| UTILITY PLANT: | Water Production | $ | $ | |||||||
| Transmission and Distribution | ||||||||||
| General | ||||||||||
| Construction Work in Progress | ||||||||||
| TOTAL | ||||||||||
| Less Accumulated Depreciation | ||||||||||
| UTILITY PLANT - NET | ||||||||||
| CURRENT ASSETS: | Cash and Cash Equivalents | |||||||||
| Accounts Receivable, net of allowance for credit losses of $ | ||||||||||
| Unbilled Revenues | ||||||||||
| Materials and Supplies (at average cost) | ||||||||||
| Prepayments | ||||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| OTHER ASSETS: | Operating Lease Right of Use Asset | |||||||||
| Restricted Cash | ||||||||||
| Regulatory Assets | ||||||||||
| Non-utility Assets - Net | ||||||||||
| Employee Benefit Plans | ||||||||||
| Other | ||||||||||
| TOTAL OTHER ASSETS | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| CAPITALIZATION AND LIABILITIES | ||||||||||
| Common Stock, No Par Value, authorized | $ | $ | ||||||||
| Retained Earnings | ||||||||||
| TOTAL COMMON EQUITY | ||||||||||
| Preferred Stock, No Par Value; authorized | ||||||||||
| Long-term Debt | ||||||||||
| TOTAL CAPITALIZATION | ||||||||||
| CURRENT | Current Portion of Long-term Debt | |||||||||
| LIABILITIES: | Notes Payable | |||||||||
| Accounts Payable | ||||||||||
| Accrued Taxes | ||||||||||
| Accrued Interest | ||||||||||
| Unearned Revenues and Advanced Service Fees | ||||||||||
| Other | ||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (Note 7) | ||||||||||
| OTHER LIABILITIES: | Advances for Construction | |||||||||
| Lease Obligations | ||||||||||
| Accumulated Deferred Income Taxes | ||||||||||
| Regulatory Liabilities | ||||||||||
| Other | ||||||||||
| TOTAL OTHER LIABILITIES | ||||||||||
| CONTRIBUTIONS IN AID OF CONSTRUCTION | ||||||||||
| TOTAL CAPITALIZATION AND LIABILITIES | $ | $ | ||||||||
See Notes to Condensed Consolidated Financial Statements.
2
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to Reconcile Net Income to | ||||||||
| Net Cash Provided by Operating Activities: | ||||||||
| Depreciation and Amortization | ||||||||
| Provision for Deferred Income Taxes and Investment Tax Credits | ( | ) | ||||||
| Equity Portion of Allowance for Funds Used During Construction (AFUDC) | ( | ) | ( | ) | ||||
| Cash Surrender Value of Life Insurance | ( | ) | ( | ) | ||||
| Stock Compensation Expense | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Unbilled Revenues | ( | ) | ( | ) | ||||
| Materials & Supplies | ( | ) | ||||||
| Prepayments | ( | ) | ( | ) | ||||
| Accounts Payable | ( | ) | ||||||
| Accrued Taxes | ||||||||
| Accrued Interest | ||||||||
| Employee Benefit Plans | ( | ) | ( | ) | ||||
| Unearned Revenue & Advanced Service Fees | ||||||||
| Recovered Costs-Environmental Litigation Settlement | ( | ) | ||||||
| Other Assets and Liabilities | ( | ) | ( | ) | ||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Utility Plant Expenditures, Including AFUDC-Debt of $318 in 2025 and $180 in 2024 | ( | ) | ( | ) | ||||
| Acquisition of Water Systems | ( | ) | ||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Redemption of Long-term Debt | ( | ) | ( | ) | ||||
| Proceeds from Issuance of Long-term Debt | ||||||||
| Net Short-term Bank Borrowings | ||||||||
| Deferred Debt Issuance Expense | ( | ) | ||||||
| Payment of Grantee Withholding Taxes in Exchange for Restricted Stock | ( | ) | ( | ) | ||||
| Proceeds from Issuance of Common Stock | ||||||||
| Common Stock Issuance Expense | ( | ) | ||||||
| Payment of Common Dividends | ( | ) | ( | ) | ||||
| Payment of Preferred Dividends | ( | ) | ( | ) | ||||
| Construction Advances and Contributions-Net | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: | ||||||||
| Utility Plant received as Construction Advances and Contributions | $ | $ | ||||||
| Accrued Payables for Utility Plant | $ | $ | ||||||
| Conversion of Preferred Stock into Common Stock | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Interest Capitalized | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
3
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT
(Unaudited)
(In thousands)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Common Stock, No Par Value | $ | $ | ||||||
| Retained Earnings | ||||||||
| TOTAL COMMON EQUITY | $ | $ | ||||||
| Cumulative Preferred Stock, No Par Value: | ||||||||
| Convertible: | ||||||||
| $7.00 Series | $ | $ | ||||||
| Nonredeemable: | ||||||||
| $7.00 Series | ||||||||
| $4.75 Series | ||||||||
| TOTAL PREFERRED STOCK | $ | $ | ||||||
| Long-term Debt: | ||||||||
| First Mortgage Bonds, | $ | $ | ||||||
| Amortizing Secured Notes, | ||||||||
| State Revolving Trust Notes, | ||||||||
| SUBTOTAL LONG-TERM DEBT | ||||||||
| Add: Premium on Issuance of Long-term Debt | ||||||||
| Less: Unamortized Debt Expense | ( | ) | ( | ) | ||||
| Less: Current Portion of Long-term Debt | ( | ) | ( | ) | ||||
| TOTAL LONG-TERM DEBT | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
4
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
| Common | Common | |||||||||||||||
| Stock | Stock | Retained | ||||||||||||||
| Shares | Amount | Earnings | Total | |||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | |||||||||||||
| Net Income | — | |||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Balance at March 31, 2024 | $ | $ | $ | |||||||||||||
| Net Income | — | |||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ( | ) | ( | ) | ||||||||||||
| Restricted Stock Award - Board of Directors | ||||||||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Balance at June 30, 2024 | $ | $ | $ | |||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | |||||||||||||
| Net Income | — | |||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ||||||||||||||||
| Conversion of $ | ||||||||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Balance at March 31, 2025 | $ | $ | $ | |||||||||||||
| Net Income | — | |||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | ||||||||||||||||
| Restricted Stock Award - Net - Employees | ||||||||||||||||
| Restricted Stock Award - Board of Directors | ||||||||||||||||
| Conversion of $ | ||||||||||||||||
| At-The-Market Program Common Stock Issuance | ||||||||||||||||
| Common Stock Issuance Expense | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Common Stock ($ | — | ( | ) | ( | ) | |||||||||||
| Cash Dividends on Preferred Stock | — | ( | ) | ( | ) | |||||||||||
| Balance at June 30, 2025 | $ | $ | $ | |||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
MIDDLESEX WATER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Basis of Presentation and Recent Developments
Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), and Utility Service Affiliates (Perth Amboy) Inc. (USA-PA). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. The financial statements for Middlesex and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.
The consolidated notes within the 2024 Annual Report on Form 10-K (the 2024 Form 10-K) are applicable to these financial statements and, in the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (including normal recurring accruals) to fairly state the Company’s financial position as of June 30, 2025, the results of operations for the three and six month periods ended June 30, 2025 and 2024 and cash flows for the six month periods ended June 30, 2025 and 2024. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2024, has been derived from the Company’s December 31, 2024 audited financial statements included in the 2024 Form 10-K.
Recent Developments
Tidewater Acquisition of the Water Utility Assets
of the Town of Ocean View, Delaware - In April 2025, Tidewater completed the acquisition of the water utility assets of the Town of
Ocean View, Delaware (Ocean View) for approximately $
United States Environmental Protection Agency (USEPA) Issues Final Perfluoroalkyl Substances (PFAS) Regulations - In April 2024, the USEPA finalized drinking water regulations for PFAS, establishing maximum contaminant levels (MCLs) for three PFAS compounds (Regulated PFAS) that are lower than the current New Jersey Department of Environmental Protection MCLs adhered to by the Company. Under the new USEPA regulations effective April 2024, water systems must monitor for Regulated PFAS and have three years to complete initial monitoring (by April 2027), followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of Regulated PFAS in their drinking water beginning in 2027. Water systems have five years (by April 2029) to implement solutions that reduce Regulated PFAS if monitoring shows that drinking water levels exceed these MCLs. The USEPA has announced its plans to issue a proposed rule in Fall 2025 extending the compliance date to 2031.
Beginning in April 2029 and absent an extension by the USEPA, water systems that have Regulated PFAS in drinking water which exceeds one or more of these MCLs must take action to reduce levels of these PFAS compounds in their drinking water and must provide notification to the public of the violation.
In anticipation of these new USEPA standards, in 2023, the Company began implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented.
6
Recent Accounting Guidance
The recently issued accounting standards that have not yet been adopted by the Company as of June 30, 2025 are as follows:
| Standard | Description | Date of Adoption | Application | Effect on the Condensed Consolidated Financial Statements | ||||
| Accounting Standards Update (“ASU”) ASU 2024-03 “Disaggregation of Income Statement Expenses” | The ASU is effective for the Company beginning with its annual financial statements for the year ended | |||||||
| The ASU is effective for the Company beginning with its annual financial statements for the year ending |
Note 2 – Rate and Regulatory Matters
Middlesex – In May 2025, Middlesex and its Pinelands wholly owned subsidiaries filed a joint petition with the New Jersey Board of Public Utilities (NJBPU) seeking permission for consolidation between the three entities by a corporate reorganization intended to combine the joint petitioning entities into Middlesex. The combination is expected to provide efficiency and benefits to our customers in various areas.
7
In June 2025, Middlesex and Pinelands filed a
joint petition with the NJBPU to request an increase in annual base revenues by approximately $
In July 2025, Middlesex and Pinelands submitted
a joint petition with the NJBPU seeking approval of a Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing
for the recovery of certain costs of investments for the three-year period ending October 2028 related to compliance with requirements
to address existing and emerging chemical elements or compound, installation of new plant or equipment or replacement of existing plant
or equipment to further, maintain, enhance, or improve resiliency, health, safety or environmental protection for Middlesex and Pinelands’
customers, employees or the public and addressing treatment media and related equipment for both existing and emerging chemical elements
and compounds. Under the RESIC program, Middlesex and Pinelands submit semi-annual surcharge filings to the NJBPU for qualifying capital
investments completed every six-months to be recovered up to $
In July 2025, Middlesex and Pinelands Water
filed a joint petition with the NJBPU seeking approval of a Distribution System Improvement Charge (DSIC) Foundational Filing to recover
investments in qualifying capital improvements to their water distribution system for the three-year period ending October 2028. Under
the DSIC program, Middlesex and Pinelands Water submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed
every six-months to be recovered up to $
In May 2025, the NJBPU approved a Middlesex DSIC rate,
effective June 1, 2025, that is expected to result in $
In February 2025, the NJBPU approved Middlesex’s
petition to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of $
The NJBPU-approved Middlesex Lead Service Line Replacement
(LSLR) Plan continues and Middlesex is currently recovering costs of $
Tidewater – In July 2025, the
Delaware Public Service Commission (DEPSC) approved the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate, with new rates effective July 3, 2025. The DEPSC
order approved an increase in our annual operating revenues by $
8
In September 2024, the DEPSC approved Tidewater’s
petition to recover up to $
Southern Shores – Southern Shores provides
water service to a 2,200 unit condominium community in Sussex County, Delaware under a DEPSC-approved agreement expiring December 31,
2029. Under the agreement, rates are increased when there are unanticipated capital expenditures or regulatory related changes in
operating expenses exceed certain thresholds. In 2024, capital expenditures did exceed the established threshold. In addition, rates are
increased annually by the lesser of the regional Consumer Price Index or
Note 3 – Capitalization
Common Stock – During the six months
ended June 30, 2025 and 2024, there were
Middlesex has received approval from the NJBPU to
issue and sell up to
On May 12, 2025, Middlesex entered into an At -the-Market
(ATM) Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and
Janney Montgomery Scott LLC, pursuant to which Middlesex may offer and sell shares of its common stock, no par value per share, from time
to time in “at-the-market” offerings, having an aggregate gross sales price of up to $
In May 2025, Middlesex filed a petition with the NJBPU
seeking approval to issue and sell up to
Long-term Debt – Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets. A portion of the borrowings under the New Jersey SRF is interest-free.
Middlesex has received approval from the NJBPU to
borrow up to $
In May 2025, Middlesex filed a petition with the NJBPU
to borrow up to $
9
In September 2024, Tidewater closed on a $
In May 2024, Tidewater closed on four Delaware SRF
loans totaling $
Separately, Tidewater has two active construction
projects funded by prior year Delaware SRF loans totaling $
Fair Value of Financial Instruments –
The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which
it is practicable to estimate that value. The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash
equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities
of these instruments. The fair value of First Mortgage Bonds (FMBs) and SRF Bonds (collectively, the Bonds) issued by Middlesex is based
on quoted market prices for similar issues. Under the fair value hierarchy, the fair value of cash and cash equivalents is classified
as a Level 1 measurement and the fair value of notes payable and the FMBs in the table below are classified as Level 2 measurements.
| (Thousands of Dollars) | ||||||||||||||||
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
| FMBs | $ | $ | $ | $ | ||||||||||||
It was not practicable to estimate the fair value
on our outstanding long-term debt for which there is no quoted market price and there is not an active trading market. For details, including
carrying value, interest rates and due dates on these series of long-term debt, please refer to those series noted as “Amortizing
Secured Notes” and “State Revolving Trust Notes” on the Condensed Consolidated Statements of Capital Stock and Long-Term
Debt. The carrying amount of these instruments was $
Substantially all of the utility plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions.
10
Note 4 – Earnings Per Share
Basic earnings per share (EPS) are computed on the
basis of the weighted average number of shares outstanding during the period presented. Diluted EPS assumes the conversion of the Convertible
Preferred Stock $
| (In Thousands Except per Share Amounts) | ||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Basic: | Income | Shares | Income | Shares | ||||||||||||
| Net Income | $ | $ | ||||||||||||||
| Preferred Dividend | ( | ) | ( | ) | ||||||||||||
| Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| Basic EPS | $ | $ | ||||||||||||||
| Diluted: | ||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| $ | ||||||||||||||||
| Adjusted Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| Diluted EPS | $ | $ | ||||||||||||||
| (In Thousands Except per Share Amounts) | ||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Basic: | Income | Shares | Income | Shares | ||||||||||||
| Net Income | $ | $ | ||||||||||||||
| Preferred Dividend | ( | ) | ( | ) | ||||||||||||
| Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| Basic EPS | $ | $ | ||||||||||||||
| Diluted: | ||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| $ | ||||||||||||||||
| Adjusted Earnings Applicable to Common Stock | $ | $ | ||||||||||||||
| Diluted EPS | $ | $ | ||||||||||||||
11
Note 5 – Business Segment Data
The Company’s Chief Operating Decision Maker (CODM) consists of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. The CODM evaluates segment performance and profitability using net income. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.
Resource allocation to the Company’s regulated and non-regulated segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, capital and financing requirements, aligning with the Company’s strategic objectives and regulatory obligations. The CODM reviews budget-to-actual variances on a monthly, quarterly and year to-date basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the regulated segment, the CODM uses this assessment to determine whether the segment is achieving its regulatory authorized rate of return.
The segments follow the same accounting policies as described in Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments of the 2024 Form 10-K. Segment profit or loss is based on Net Income. Expenses used to determine operating income before taxes are charged directly to each segment or are allocated based on the applicable cost allocation factors. Assets allocated to each segment are based upon specific identification of such assets provided by Company records. The effects of all intra-segment and/or intercompany transactions are eliminated in the consolidated financial statements.
The Company has identified
12
| (In Thousands) | ||||||||||||||||
| Three Months Ended | Six Month Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operation by Segments | ||||||||||||||||
| Revenues: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated Revenues | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Purchased Water: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated Purchased Water | $ | $ | $ | $ | ||||||||||||
| Other Operations and Maintenance Expenses: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated Other Operations and Maintenance Expenses | $ | $ | $ | $ | ||||||||||||
| Other Taxes: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Consolidated Other Taxes | $ | $ | $ | $ | ||||||||||||
| Depreciation: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Consolidated Depreciation | $ | $ | $ | $ | ||||||||||||
| Operating Income: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Consolidated Operating Income | $ | $ | $ | $ | ||||||||||||
| Other Income: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | ||||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated Other Income, Net | $ | $ | $ | $ | ||||||||||||
13
| (In Thousands) | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operation by Segments (continued) | ||||||||||||||||
| Interest Charges: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | — | — | ||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consolidated Interest Charges | $ | $ | $ | $ | ||||||||||||
| Income Taxes: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | $ | $ | ||||||||||||||
| Consolidated Income Taxes | $ | $ | $ | $ | ||||||||||||
| Net Income: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | $ | $ | ||||||||||||||
| Consolidated Net Income | $ | $ | $ | $ | ||||||||||||
| Capital Expenditures: | ||||||||||||||||
| Regulated | $ | $ | $ | $ | ||||||||||||
| Non – Regulated | $ | |||||||||||||||
| Total Capital Expenditures | $ | $ | $ | $ | ||||||||||||
| (Thousands of Dollars) | |||||||||
| As of | As of | ||||||||
| June 30, 2025 | December 31, 2024 |
||||||||
| Assets: | |||||||||
| Regulated | $ | ||||||||
| Non – Regulated | |||||||||
| Inter-segment Elimination | ( | ) | ( | ) | |||||
| Consolidated Assets | $ | $ | |||||||
Note 6 – Short-term Borrowings
The Company maintains lines of credit aggregating
$
| (Millions) | ||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||
| Outstanding | Available | Maximum | Credit Type | Renewal Date | ||||||||||||
| Bank of America | $ | $ | $ | |||||||||||||
| PNC Bank | $ | |||||||||||||||
| CoBank, ACB | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
In July 2025, Tidewater increased its line of credit
with CoBank, ACB (CoBank) to $
The maturity dates for the Notes Payable as of June 30, 2025 are extendable at the discretion of the Company.
14
The interest rates are set for borrowings under the Bank of America and PNC Bank lines of credit using the Secured Overnight Financing Rate (SOFR) and then adding a specific financial institution credit spread. The interest rate for borrowings under the CoBank line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR and adding a credit spread. There is no requirement for a compensating balance under any of the established lines of credit.
The weighted average interest rate on the outstanding
borrowings at June 30, 2025 under these credit lines is
The weighted average daily amounts of borrowings outstanding under these credit lines and the weighted average interest rates on those amounts were as follows:
| (In Thousands) | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Average Daily Amounts Outstanding | $ | $ | $ | $ | ||||||||||||
| Weighted Average Interest Rates | ||||||||||||||||
Note 7 – Commitments and Contingent Liabilities
Water Supply – Middlesex has an agreement
with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through
Middlesex also has an agreement with a non-affiliated
NJBPU-regulated water utility for the purchase of treated water. This agreement, which expires
Tidewater contracts with the City of Dover in Delaware
to purchase treated water of up to
Purchased water costs are shown below:
| (In Thousands) | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Treated | $ | $ | $ | $ | ||||||||||||
| Untreated | ||||||||||||||||
| Total Costs | $ | $ | $ | $ | ||||||||||||
Leases – The Company determines if an arrangement is a lease at inception. Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.
The Company’s only significant operating lease
is for office space for administrative purposes, which expires in
The right-of-use (ROU) asset recorded represents the
Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make
lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value
of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such the
Company used an estimated incremental borrowing rate (
15
Given the impacts of accounting for regulated operations,
and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent
with lease expense and were $
Information related to operating lease ROU assets and lease liabilities is as follows:
| (In Millions) | ||||||||
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| ROU Asset at Lease Inception | $ | $ | ||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| ROU Asset | $ | $ | ||||||
The Company’s future minimum operating lease commitments as of June 30, 2025 are as follows:
| (In Millions) | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total Lease Payments | $ | |||
| Imputed Interest | ( | ) | ||
| Present Value of Lease Payments | ||||
| Less Current Portion* | ( | ) | ||
| Non-Current Lease Liability | $ | |||
| *Included in Other Current Liabilities | ||||
Construction – In connection with the
Company’s planned capital expenditures, the Company has entered into several contractual construction agreements that total obligate
it to expend an estimated $
Contingencies – Based on our operations in the heavily-regulated water and wastewater industries, the Company is routinely involved in disputes, claims, lawsuits and other regulatory and legal matters, including responsibility for fines and penalties relative to regulatory compliance. At this time, Management does not believe the final resolution of any such matters, whether asserted or unasserted, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, the Company maintains business insurance coverage that may mitigate the effect of any current or future loss contingencies.
Change in Control Agreements – The Company has Change in Control Agreements with its executive officers that provide compensation and benefits in the event of termination of employment under certain conditions in connection with a change in control of the Company.
16
Note 8 – Employee Benefit Plans
Pension Benefits – The Company’s
Pension Plan covers all active employees hired prior to April 1, 2007. Employees hired after March 31, 2007 are not eligible to participate
in this plan, but can participate in a defined contribution profit sharing plan that provides an annual contribution at the discretion
of the Company, based upon a percentage of the participants’ annual paid compensation. For each of the three-month periods ended
June 30, 2025 and 2024, the Company did not make cash contributions to the Pension Plan. The Company expects to make cash contributions
of approximately $
Other Benefits – The Company’s
Other Benefits Plan covers substantially all of its current retired employees. Employees hired after March 31, 2007 are not eligible to
participate in this plan. Coverage includes healthcare and life insurance. For each of the three-month periods ended June 30, 2025 and
2024, the Company did not make cash contributions to its Other Benefits Plan. The Company expects to make additional Other Benefits Plan
cash contributions of $
The following tables set forth information relating to the Company’s periodic costs (benefit) for its employee retirement benefit plans:
| (In Thousands) | ||||||||||||||||
| Pension Benefits | Other Benefits | |||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Service Cost | $ | $ | $ | $ | ||||||||||||
| Interest Cost | ||||||||||||||||
| Expected Return on Assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of Unrecognized Losses (Gains) | ( | ) | ( | ) | ||||||||||||
| Net Periodic Benefit* | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (In Thousands) | ||||||||||||||||
| Pension Benefits | Other Benefits | |||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Service Cost | $ | $ | $ | $ | ||||||||||||
| Interest Cost | ||||||||||||||||
| Expected Return on Assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of Unrecognized Losses (Gains) | ( | ) | ( | ) | ||||||||||||
| Net Periodic Benefit* | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
*
Note 9 – Revenue Recognition from Contracts with Customers
The Company’s revenues are primarily generated from regulated tariff-based water and wastewater utility services and non-regulated operation and maintenance contracts for services on water and wastewater systems owned by others. Revenue from contracts with customers is recognized when control of a promised good or service is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services.
The Company’s regulated revenue results from tariff-based water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly. Payments by customers are due between 15 and 30 days after the invoice date. Revenue is recognized as the water and wastewater services are delivered to customers which includes an accrual of unbilled revenues estimated from the last meter reading date to the end of the accounting period utilizing factors such as historical customer data and regional weather indicators. Unearned Revenues and Advance Service Fees include fixed service charge billings in advance to Tidewater customers recognized as service is provided to the customer.
17
Non-regulated service contract revenues consist of base service fees, as well as fees for additional billable services provided to customers. Fees are billed monthly and are due within 30 days after the invoice date. The Company considers the amounts billed to represent the value of these services provided to customers. These contracts expire at various times through June 2032 and contain remaining performance obligations for which the Company expects to recognize revenue in the future. These contracts also contain termination provisions.
Substantially all of the amounts included in operating revenues and accounts receivable are from contracts with customers.
The Company’s contracts do not contain any significant financing components.
The Company’s operating revenues are comprised of the following:
| (In Thousands) | ||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Regulated Tariff Sales | ||||||||||||||||
| Residential | $ | $ | $ | $ | ||||||||||||
| Commercial | ||||||||||||||||
| Industrial | ||||||||||||||||
| Fire Protection | ||||||||||||||||
| Wholesale | ||||||||||||||||
| Non-Regulated Contract Operations | ||||||||||||||||
| Total Revenue from Contracts with Customers | $ | $ | $ | $ | ||||||||||||
| Other Regulated Revenues | ||||||||||||||||
| Other Non-Regulated Revenues | ||||||||||||||||
| Inter-segment Elimination | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
Note 10 – Income Taxes
The Company’s effective tax rate was
The statutory Federal tax rate is
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act, which includes several changes to U.S. federal income tax law, including the temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. The Company is assessing these impacts on its consolidated financial statements.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Middlesex Water Company (Middlesex or the Company) included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Forward-Looking Statements
Certain statements contained in this periodic report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. The Company intends that these statements be covered by the safe harbors created under those laws. They include, but are not limited to statements as to:
| - | expected financial condition, performance, prospects and earnings of the Company; | |
| - | strategic plans for growth; | |
| - | the amount and timing of rate increases and other regulatory matters, including the recovery of certain costs recorded as regulatory assets; | |
| - | the Company’s expected liquidity needs during the upcoming fiscal year and beyond and the sources and availability of funds to meet its liquidity needs; | |
| - | expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results; | |
| - | financial projections; | |
| - | the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets; | |
| - | the ability of the Company to pay dividends; | |
| - | the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs; | |
| - | changes in federal and state regulations; | |
| - | the safety and reliability of the Company’s equipment, facilities and operations; | |
| - | the Company’s plans to renew municipal franchises and consents in the territories it serves; | |
| - | trends; and | |
| - | the availability and quality of our water supply. |
These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to:
| - | effects of general economic conditions, including recently announced tariffs; | |
| - | increases in competition for growth in non-franchised markets to be potentially served by the Company; | |
| - | ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the Company’s control; | |
| - | availability of adequate supplies of quality water; | |
| - | actions taken by government regulators, including decisions on rate increase requests; | |
| - | new or modified water quality standards and compliance with related legal and regulatory requirements; | |
| - | weather variations, including climate variability, and other natural phenomena impacting utility operations; | |
| - | financial and operating risks associated with acquisitions and/or privatizations; | |
| - | acts of war or terrorism; | |
| - | cyber-attacks; | |
| - | changes in the pace of new housing development; | |
| - | availability and cost of capital resources; | |
| - | timely availability of materials and supplies for operations and critical infrastructure projects; | |
| - | effectiveness of internal control over financial reporting; and | |
| - | other factors discussed elsewhere in this report. |
19
Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A. - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Overview
Middlesex Water Company (Middlesex or the Company) has operated as a water utility in New Jersey since 1897 and in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992. We are in the business of collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes. We operate water and wastewater systems under contract for governmental entities and private entities primarily in New Jersey and Delaware and provide regulated wastewater services in New Jersey. We are regulated by state public utility commissions as to rates charged to customers for water and wastewater services, as to the quality of water and wastewater service we provide and as to certain other matters in the states in which our regulated subsidiaries operate. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated public utilities as related to rates and services quality. All municipal or commercial entities whose utility operations are managed by these entities, however, are subject to environmental regulation at the federal and state levels.
Our principal New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey.
Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 64,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 3,300 households in Kent and Sussex Counties through various operations and maintenance contracts.
USA-PA operates the water and wastewater systems for the City of Perth Amboy, New Jersey (Perth Amboy) under a 10-year operations and maintenance contract expiring in 2028. In addition to performing day-to day operations, USA-PA is also responsible for emergency response and management of capital projects funded by Perth Amboy.
USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2032. USA also operates the Borough of Highland Park, New Jersey’s (Highland Park) water and wastewater systems under a 10-year operations and maintenance contract expiring in 2030. In addition to performing day-to-day service operations, USA is responsible for emergency response and management of capital projects funded by Avalon and Highland Park.
Under a marketing agreement with HomeServe USA Corp. (HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware water and wastewater related services and home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities.
20
Recent Developments
Tidewater Acquisition of the Water Utility Assets of the Town of Ocean View, Delaware - In April 2025, Tidewater completed the acquisition of the water utility assets of the Town of Ocean View, Delaware (Ocean View) for approximately $4.6 million. Ocean View serves approximately 900 customers in Sussex County, Delaware, who have been receiving water supply from Tidewater since the system was constructed in 2008.
Rates and Regulatory Activity – In July 2025, Tidewater received a Delaware Public Service Commission (DEPSC) order approving the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate. In addition, in June 2025, Middlesex and Pinelands filed a Joint Application for general base rate increase. See Note 2, Rate and Regulatory Matters for more details about our rates and regulatory activity in Delaware and New Jersey.
United States Environmental Protection Agency (USEPA) Issues Final Perfluoroalkyl Substances (PFAS) Regulations - In April 2024, the USEPA finalized drinking water regulations for PFAS, establishing maximum contaminant levels (MCLs) for three PFAS compounds (Regulated PFAS) that are lower than the current New Jersey Department of Environmental Protection MCLs adhered to by the Company. Under the new USEPA regulations, effective April 2024, water systems must monitor for Regulated PFAS and have three years to complete initial monitoring (by April 2027), followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of Regulated PFAS in their drinking water beginning in 2027. Water systems have five years (by April 2029) to implement solutions that reduce Regulated PFAS if monitoring shows that drinking water levels exceed these MCLs. The USEPA has announced its plans to issue a proposed rule in Fall 2025 extending the compliance date to 2031.
Beginning in April 2029 and absent an extension by the USEPA, water systems that have Regulated PFAS in drinking water which exceeds one or more of these MCLs must take action to reduce levels of these PFAS compounds in their drinking water and must provide notification to the public of the violation.
In anticipation of these new USEPA standards, in 2023, the Company began, and continues, implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented.
Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to maintain and improve service for the current and future generations of water and wastewater
customers. The Company plans to invest approximately $93 million in 2025 in connection with this plan for projects that include, but are not limited to:
| · | Replacement of 19,550 linear feet of cast iron main in Woodbridge Township in our Middlesex System; |
| · | Construction of new elevated water tanks in Delaware; and |
| · | Various water main replacements and improvements. |
The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects.
Outlook
Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management and customer growth. Weather patterns which can result in lower customer demand for water may occur at any time. As operating costs are anticipated to increase in 2025 in a variety of categories, we continue to implement plans to further streamline operations and further reduce and mitigate increases in operating costs. Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests.
21
Our investments in system infrastructure continue to grow significantly and our operating costs are anticipated to increase in 2025 and 2026 in a variety of categories. These factors, among others, required a base rate increase request by Middlesex and Pinelands in June 2025.
Overall, organic residential customer growth continues in our Tidewater system (approximately 3.5% in 2024). However, current and evolving economic market conditions may challenge that growth.
Our strategy for selective and sustainable growth is focused on the following key areas:
● Invest in our utility infrastructure to build system resiliency and meet compliance requirements;
● Timely and adequate recovery of infrastructure investments and other costs to maintain and continually improve service quality;
● Selective acquisitions of investor and municipally-owned water and wastewater utilities; and
● Operation of municipal and industrial water and wastewater systems on a contract basis which meet our risk profile.
Operating Results by Segment
The discussion of the Company’s operating results is on a consolidated basis and includes significant factors by subsidiary. The Company has two operating segments, Regulated and Non-Regulated. The operations of the Regulated segment are subject to regulations promulgated by state public utility commissions as to rates and level of service. Rates and level of service in the Non-Regulated segment are subject to the terms of individually-negotiated and executed contracts with municipal, industrial and other clients. Both segments are subject to federal and state environmental, water and wastewater quality and other associated legal and regulatory requirements.
The segments in the tables included below are comprised of the following companies: Regulated-Middlesex, Tidewater, Pinelands and Southern Shores; Non-Regulated-USA, USA-PA, and White Marsh.
Results of Operations – Three Months Ended June 30, 2025
| (In Thousands) | ||||||||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Regulated | Non- Regulated | Total | Regulated | Non- Regulated | Total | |||||||||||||||||||
| Operating Revenues | $ | 46,192 | $ | 3,131 | $ | 49,323 | $ | 45,853 | $ | 3,293 | $ | 49,146 | ||||||||||||
| Operations and Maintenance Expense | 21,035 | 2,031 | 23,066 | 19,660 | 2,165 | 21,825 | ||||||||||||||||||
| Depreciation | 6,638 | 65 | 6,703 | 6,239 | 66 | 6,305 | ||||||||||||||||||
| Other Taxes | 5,576 | 66 | 5,642 | 5,640 | 61 | 5,701 | ||||||||||||||||||
| Operating Income | $ | 12,943 | $ | 969 | $ | 13,912 | $ | 14,314 | $ | 1,001 | $ | 15,315 | ||||||||||||
| Other Income, net | 1,860 | 38 | 1,898 | 2,606 | 50 | 2,656 | ||||||||||||||||||
| Interest Charges | 3,623 | — | 3,623 | 4,041 | — | 4,041 | ||||||||||||||||||
| Income Taxes | 1,088 | 321 | 1,409 | 3,053 | 331 | 3,384 | ||||||||||||||||||
| Net Income | $ | 10,092 | $ | 686 | $ | 10,778 | $ | 9,826 | $ | 720 | $ | 10,546 | ||||||||||||
22
Operating Revenues
Operating revenues for the three months ended June 30, 2025 increased $0.2 million from the same period in 2024 due to the following factors:
| ● | Middlesex System revenues decreased $0.3 million due to lower customer consumption driven by unfavorable weather partially offset by increased DSIC and Lead Service Line (LSL) Recovery rate increases (see Note 2, Rate and Regulatory Matters) ; |
| ● | Tidewater System revenues increased $0.6 million due to customer growth and an interim rate increase effective November 1, 2024 partially offset by lower customer consumption driven by unfavorable weather; |
| ● | Non-regulated revenues decreased $0.2 million, primarily due to lower supplemental contract services; and |
| ● | All other revenue categories increased $0.1 million. |
Operations and Maintenance Expense
Operations and Maintenance Expense for the three months ended June 30, 2025 increased $1.2 million from the same period in 2024 due to higher production costs from lower weather-driven water quality, increased weather-driven main break repair costs and higher labor cost due to wage and employee headcount increases partially offset by higher capitalizable costs.
Depreciation
Depreciation expense for the three months ended June 30, 2025 increased $0.4 million from the same period in 2024 due to higher average utility plant in service during the quarter.
Other Taxes
Other Taxes for the three months ended June 30, 2025 decreased $0.1 million from the same period in 2024 primarily due to lower gross receipts taxes on lower revenue in our Middlesex system.
Other Income, net
Other Income, net for the three months ended June 30, 2025 decreased $0.8 million from the same period in 2024 due to lower actuarially-determined retirement benefit plans non-service benefit partially offset by higher Allowance for Funds Used During Construction from increased capital expenditures.
Interest Charges
Interest Charges for the three months ended June 30, 2025 decreased $0.4 million from the same period in 2024 due to lower average debt outstanding and lower average interest rates.
Income Taxes
Income Taxes for the three months ended June 30, 2025 decreased by $2.0 million from the same period in 2024, primarily due to lower pre-tax income and higher income tax benefits associated with increased repair expenditures on tangible property in the Middlesex System.
23
Results of Operations – Six Months Ended June 30, 2025
| (In Thousands) | ||||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Regulated | Non- Regulated | Total | Regulated | Non- Regulated | Total | |||||||||||||||||||
| Operating Revenues | $ | 87,660 | $ | 5,964 | $ | 93,624 | $ | 83,289 | $ | 6,381 | $ | 89,670 | ||||||||||||
| Operations and Maintenance Expense | 40,288 | 3,887 | 44,175 | 38,023 | 4,267 | 42,290 | ||||||||||||||||||
| Depreciation | 13,102 | 128 | 13,230 | 11,568 | 133 | 11,701 | ||||||||||||||||||
| Other Taxes | 10,626 | 124 | 10,750 | 10,383 | 116 | 10,499 | ||||||||||||||||||
| Operating Income | 23,644 | 1,825 | 25,469 | 23,315 | 1,865 | 25,180 | ||||||||||||||||||
| Other Income, net | 3,603 | 93 | 3,696 | 7,912 | 109 | 8,021 | ||||||||||||||||||
| Interest Charges | 6,336 | — | 6,336 | 7,310 | — | 7,310 | ||||||||||||||||||
| Income Taxes Expense (Benefit) | 1,960 | 611 | 2,571 | 4,040 | 623 | 4,663 | ||||||||||||||||||
| Net Income | $ | 18,951 | $ | 1,307 | $ | 20,258 | $ | 19,877 | $ | 1,351 | $ | 21,228 | ||||||||||||
Operating Revenues
Operating revenues for the six months ended June 30, 2025 increased $4.0 million from the same period in 2024 due to the following factors:
| ● | Middlesex System revenues increased $3.1 million due to the base rate increase effective March 1, 2024 and increased DSIC and LSL Recovery rate increases (see Note 2, Rate and Regulatory Matters) partially offset by less customer consumption driven by unfavorable weather; |
| ● | Tidewater System revenues increased $1.2 million due to customer growth and an interim rate increase effective November 1, 2024 partially offset by lower customer consumption driven by unfavorable weather; and |
| ● | Non-regulated revenues decreased $0.4 million, primarily due to lower supplemental contract services; and |
| ● | All other revenue categories increased $0.1 million. |
Operations and Maintenance Expense
Operations and Maintenance Expense for the six months ended June 30, 2025 increased $1.9 million from the same period in 2024 due to increased production costs from weather-driven lower water quality, increased weather-driven main break repair costs, higher labor cost due to wage and employee headcount increases and the one-time recovery in 2024 of previous water treatment operating costs at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order, partially offset by higher capitalizable costs.
Depreciation
Depreciation expense for the six months ended June 30, 2025 increased $1.5 million from the same period in 2024 due to higher average utility plant in service and the one-time recovery in 2024 of previous depreciation costs related to the PFAS treatment upgrades at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order,
Other Taxes
Other Taxes for the six months ended June 30, 2025 increased $0.3 million from the same period in 2024 primarily due to higher gross receipts taxes on higher revenue in our Middlesex system.
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Other Income, net
Other Income, net for the six months ended June 30, 2025 decreased $4.3 million from the same period in 2024 due to lower actuarially-determined retirement benefit plans non-service benefit and the one-time recovery in 2024 of carrying costs on PFAS treatment upgrades at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order, partially offset by higher Allowance for Funds Used During Construction from increased capital expenditures.
Interest Charges
Interest Charges for the six months ended June 30, 2025 decreased $1.0 million from the same period in 2024 due to lower average debt outstanding and lower average interest rates.
Income Taxes
Income Taxes for the six months ended June 30, 2025 decreased by $2.1 million from the same period in 2024, primarily due to lower pretax income and higher income tax benefits associated with increased repair expenditures on tangible property in the Middlesex System offset by the 2024 recovery of income taxes on the taxable portion of the proceeds from a litigation agreement. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including income taxes, from the proceeds from a litigation agreement related to the PFAS treatment upgrades at Middlesex’s Park Avenue Plant.
Liquidity and Capital Resources
Operating Cash Flows
Cash flows from operations are largely based on four factors: weather, adequate and timely rate increases, effective cost management and customer growth. The effect of those factors on net income is discussed in “Results of Operations.”
For the six months ended June 30, 2025, cash flows from operating activities increased $14.2 million to $32.1 million. The increase in cash flows from operating activities primarily resulted from the impact of Middlesex’s approved base rate increase effective March 1, 2024 and timing of vendor payments.
Investing Cash Flows
For the six months ended June 30, 2025, cash flows used in investing activities increased $26.5 million to $55.2 million due to increased utility plant expenditures in 2025 and Tidewater’s acquisition of the water utility assets of Ocean View.
For further discussion on the Company’s future capital expenditures and expected funding sources, see “Capital Expenditures and Commitments” below.
Financing Cash Flows
For the six months ended June 30, 2025, cash flows from financing activities increased $6.7 million to $23.2 million. The increase in cash flows provided by financing activities is due to higher borrowings under the Company’s lines of credit and higher proceeds from the issuance of common stock under Middlesex’s new At -the-Market equity offering program (for further information on Middlesex’s At -the-Market equity offering program, see below under Capital Expenditures and Commitments).
Capital Expenditures and Commitments
To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and, when market conditions are favorable, proceeds from sales to the public of our common stock. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.
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Middlesex has received approval from the New Jersey Board of Public Utilities (NJBPU) to borrow up to $300.0 million from the New Jersey SRF Program, the New Jersey Economic Development Authority, private placement and other financial institutions as needed through December 31, 2025.
In May 2025, Middlesex filed a petition with the NJBPU to borrow up to $260.0 million during the period January 2026 through December 2028, in one or more negotiated transactions in the form of notes and/or first mortgage bonds through loans from the New Jersey State Revolving Fund Program, the New Jersey Economic Development Authority, private placement and other financial institutions as needed in order to fund portions of its capital program and other funding requirements. The NJBPU is expected to render its decision on this petition in the third quarter of 2025.
The Company expects to issue debt securities in a series of one or more transaction offerings over a multi-year period to help fund Middlesex’s multi-year capital construction program.
In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with maturity dates in 2044. This loan is for costs associated with Tidewater’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines throughout Tidewater’s service area. Tidewater has drawn down $1.7 million as of June 30, 2025 and expects that the requisitions will continue through the fourth quarter of 2025.
In May 2024, Tidewater closed on four Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with maturity dates in 2044. These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains and construction of a water treatment facility. Tidewater has drawn down $0.9 million on these loans as of June 30, 2025. Each project has its own construction timetable with the last spending set to occur in 2027.
Tidewater also has two active construction projects funded by prior year Delaware SRF loans totaling $8.3 million with remaining availability of funds for borrowing. These loans are for the construction of a one million gallon elevated storage tank and construction, relocation, improvement, and interconnection of transmission mains. Tidewater has drawn a total of $4.9 million through June 30, 2025 and expects that the requisitions will continue through the fourth quarter of 2025.
In order to fully fund the ongoing investment program in our utility plant infrastructure and maintain a balanced capital structure consistent with regulators’ expectations for a regulated water utility, Middlesex may offer for sale additional shares of its common stock. The amount, timing and method of sale of common stock is dependent on the timing of construction expenditures, the level of additional debt financing and financial market conditions. As approved by the NJBPU, the Company is authorized to issue and sell up to 1.0 million shares of its common stock in one or more transactions through December 31, 2025.
On May 12, 2025, Middlesex entered into an At -the-Market (ATM) Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott LLC, pursuant to which Middlesex may offer and sell shares of its common stock, no par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $110.0 million. The Company intends to use the net proceeds from these sales, after deducting commissions and offering expenses, to fund our capital expenditures, to purchase and maintain plant equipment, as well as for other general corporate purposes. Since the inception of the Equity Sales Agreement through June 30, 2025, the Company has issued and sold 63,955 shares of common stock at a weighted average price of $57.23 for a total net proceeds of $3.6 million and has $106.3 million of aggregate gross sales price of shares remaining to issue under the Equity Sales Agreement as of June 30, 2025.
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In May 2025, Middlesex filed a petition with the NJBPU seeking approval to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028, in one or more offerings through a traditional underwritten public offering and/or an ATM offering, in order to fund portions of its capital program and other funding requirements. The NJBPU is expected to render its decision on this petition in the third quarter of 2025.
Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements and guidance.
Item 3. Quantitative and Qualitative Disclosures of Market Risk
We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2026 to 2059. Over the next twelve months, approximately $7.6 million of the current portion of existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest charged by 10% on those borrowings would not have a material effect on our earnings. Fixed rate long-term debt and variable rate short-term debt agreements were not entered into for trading purposes.
Our risks associated with commodity price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows.
We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through customers’ rates.
The Company's retirement benefit plan assets are exposed to the market prices variations of debt and equity securities. Changes to the Company's retirement benefit plan asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our exposure to market price risk in our retirement benefit plan assets is managed through our ability to recover retirement benefit plan costs through customer rates. There were no material changes to our primary market risk exposures or how such exposures are managed in 2025 nor are there expected to be in the future.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities and Exchange Act of 1934 (the Exchange Act), an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure.
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PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings |
The following information updates and amends the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 in Part I, Item 3—Legal Proceedings. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Company’s Form 10-K.
Vera et al. v. Middlesex Water Company and Lonsk et al. v. Middlesex Water Company and 3M Company – In 2021, the Company was served with two PFOA-related class action lawsuits seeking restitution for medical, water filter replacement and other claimed related costs. On August 30, 2024, the parties to the Vera et al. v. Middlesex Water Company (Vera) and Lonsk et al v. Middlesex Water Company (Lonsk) litigations entered into a signed Settlement Term Sheet in a step towards resolution of both matters. On March 24, 2025, the parties to Vera and Lonsk entered into a signed Class Action Settlement Agreement that was subsequently filed with the Superior Court of New Jersey, Law Division (Middlesex County) on April 16, 2025 together with a Motion For Preliminary Approval of the Class Action Settlement Agreement. On May 13, 2025, the Court issued an Order Granting Preliminary Approval of the Class Action Settlement Agreement. A final “fairness” hearing of the Agreement will be held on October 3, 2025 and it is expected that the Court will issue an Order Granting Final Approval of the Class Action Settlement Agreement shortly after this final hearing date. The Company does not believe that the now-executed and filed Class Settlement Agreement has any material financial or operational impact to Middlesex.
| Item 1A. | Risk Factors |
The information about risk factors does not differ materially from those set forth in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
| (a) | None. |
| (b) | None. |
| (c) | Insider Trading Arrangements and Policies - During the three months ended June 30, 2025, no director or officer of the Company |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MIDDLESEX WATER COMPANY | ||
| By: | /s/ Mohammed G. Zerhouni | |
| Mohammed G. Zerhouni | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer) | ||
Date: July 31, 2025
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