UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q/A
Amendment
No.1
(Mark
One)
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended June 30, 2023
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 0-422
MIDDLESEX
WATER COMPANY
(Exact name of registrant as specified
in its charter)
New Jersey | | 22-1114430 |
(State of incorporation) | | (IRS employer identification no.) |
485C Route One South, Iselin, New
Jersey 08830
(Address of principal executive offices,
including zip code)
(732) 634-1500
(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 |
| Common Stock | | MSEX | | NASDAQ |
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.
Yes ☑ No
☐
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).
Yes ☑ No
☐
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.
Large accelerated filer ☑ | 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 of July 28, 2023: Common Stock, No Par Value: 17,747,758 shares outstanding.
Explanatory Note
Middlesex Water Company (the Company) is filing
this Amendment No. 1 to the Quarterly Report on Form 10-Q (this Form 10-Q/A) for the quarterly period ended June 30, 2023, originally
filed with the Securities and Exchange Commission (the SEC) on July 28, 2023 (the “June 30, 2023 Form 10-Q”) to make certain
changes described below.
In the June 30, 2023 Form 10-Q, the Company indicated
and reported that, based on its assessment at such time, its disclosure controls and procedures
were effective.
Subsequent to the issuance of the
Company’s June 30 Form 10-Q, the Company’s independent registered public accounting firm, Baker Tilly US, LLP (Baker
Tilly), conducted a routine internal quality review of its integrated audit of the Company’s 2022 consolidated financial
statements and internal control over financial reporting as of December 31, 2022. As a result of this review, Baker Tilly
re-examined the Company’s information technology general controls (ITGCs) in the areas of user access and change management
over certain information technology (IT) systems that support the Company’s financial reporting processes. Certain of those
controls were found to be deficient because of a lack of sufficient IT control processes designed to prevent or detect unauthorized
changes in applications and data in selected IT environments. It has therefore been concluded that automated and manual process
controls dependent on ITGCs were not effective. On November 1, 2023, the Company determined, and Baker Tilly concurred, that the
ITGCs deficiency and the resulting impact on other controls constitutes a material weakness in the Company’s internal control
over financial reporting as of December 31, 2022 and through the period covered by this report and that the Company’s disclosure controls and procedures were not effective as of June 30, 2023. For a more detailed description of
this material weakness, refer to Part I, Item 4, “Controls and Procedures.”
Notwithstanding the newly identified material
weakness referred to above, Management, including our Principal Executive Officer and Principal Financial Officer, believes that the financial
statements contained in the June 30, 2023 Form 10-Q fairly present, in all material respects, the financial condition, results of operations
and cash flows of the Company for all periods presented in accordance with accounting principles generally accepted in the United States
of America.
In accordance with Rule 12b-15 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), this Form 10-Q/A is being filed to (i) amend the Company’s disclosure on controls
and procedures included in Part I, Item 4, (ii) amend Part II, Item 1A Risk Factors and (ii) amend Part II, Item 6 Exhibits to include
currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302
and 906 of the Sarbanes-Oxley Act of 2002.
Please note that the only changes to the June
30, 2023 Form 10-Q are those related to the matters described herein and only in the Items listed above. Except as described above, no
changes have been made to the June 30, 2023 Form 10-Q, and this Form 10-Q/A does not modify, amend or update any of the other financial
information or other information contained in the June 30, 2023 Form 10-Q. In addition, in accordance with SEC rules, this Form 10-Q/A
includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Except
for the foregoing changes, the information in this Form 10-Q/A is as of July 28, 2023, the filing date of the original Form 10-Q for the
quarterly period ended June 30, 2023, and has not been updated for the events subsequent to that date other than as discussed above.
INDEX
PART I FINANCIAL INFORMATION
Item 4. Controls and Procedures
Disclosure Controls and Procedures
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.
As required by Rule 13a-15 under 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 for the quarter ended June 30, 2023.
Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that
no changes in internal control over financial reporting occurred during the quarter ended June 30, 2023 that has materially affected,
or are reasonably likely to materially affect, internal control over financial reporting and that our disclosure controls and procedures
were not effective as of June 30, 2023 due to the material weakness described below. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
In 2023, the Company’s independent registered
public accounting firm, Baker Tilly US, LLP (Baker Tilly), conducted a routine internal quality review of its integrated audit of the
Company’s 2022 consolidated financial statements and internal control over financial reporting as of December 31, 2022. As a result
of this review, Baker Tilly re-examined the Company’s information technology general controls (ITGCs) in the areas of user access
and change management over certain information technology (IT) systems that support the Company’s financial reporting processes.
Certain of those controls were found to be deficient because of a lack of sufficient IT control processes designed to prevent or detect
unauthorized changes in applications and data in selected IT environments. It has therefore been concluded that automated and manual process
controls dependent on ITGCs were not effective. These ineffective controls create a possibility that material misstatements in financial
reporting processes and financial statement accounts in our consolidated financial statements will not be prevented or detected on a timely
basis and, therefore, based on the assessment, management has concluded that they represent a material weakness in our internal control
over financial reporting and that the Company’s internal control over financial reporting was not effective as of June 30, 2023.
Notwithstanding the newly identified material
weakness referred to above, Management, including our Principal Executive Officer and Principal Financial Officer, believe that the financial
statements contained in the originally- filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 fairly present, in all
material respects, the financial condition, results of operations and cash flows of the Company for all periods presented in accordance
with accounting principles generally accepted in the United States of America.
We are committed to remediating the material weakness
in a timely manner. Our remediation process includes, but is not limited to, enhancements to our ITGCs and automated auditing features
of our IT systems as well increased monitoring of IT system changes made through certain user accounts.
While the Audit Committee of our Board of Directors
and Company Management will closely monitor the remediation efforts, until the remediation efforts discussed in this section, including
any additional remediation efforts that our Management identifies as necessary, are complete, tested and determined effective, we will
not be able to conclude that the material weakness has been remediated.
PART II. OTHER
INFORMATION
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 10-K/A for the year ended December 31, 2022 (filed November 8, 2023).
Item
6. |
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Exhibits |
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Exhibits designated with
an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated
herein by reference to the documents indicated in the previous filing columns following the description of such exhibits. |
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10.26(e) |
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Amendment to Loan Documents, dated June 15, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(e) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. |
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*31.1 |
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Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. |
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*31.2 |
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Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. |
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*32.1 |
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Section 906 Certification by Dennis W. Doll pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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*32.2 |
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Section 906 Certification by A. Bruce O’Connor pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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*101.INS |
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Inline XBRL Instance Document |
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*101.SCH |
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Inline XBRL Schema Document |
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*101.CAL |
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Inline XBRL Calculation Linkbase Document |
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*101.DEF |
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Inline XBRL Definition Linkbase Document |
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*101.LAB |
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Inline XBRL Labels Linkbase Document |
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*101.PRE |
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Inline XBRL Presentation Linkbase Document |
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*104 |
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Cover Page Interactive
Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document |
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.
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MIDDLESEX WATER COMPANY |
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By: |
/s/A. Bruce O’Connor |
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A. Bruce O’Connor |
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Senior Vice President, Treasurer and |
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Chief Financial Officer |
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(Principal Financial Officer) |
Date: November 8, 2023
3
true
--12-31
Q2
0000066004
0000066004
2023-01-01
2023-06-30
0000066004
2023-07-28
xbrli:shares
I, Dennis W. Doll, certify that:
I, A. Bruce O’Connor,
certify that:
I, Dennis W. Doll, hereby certify that, to the
best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic
report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the
period covered by said periodic report.
A signed original of this written statement required
by Section 906 has been provided to Middlesex Water Company and will be retained by Middlesex Water Company and furnished to the Securities
and Exchange Commission or its staff upon request.
I, A. Bruce O’Connor, hereby certify that,
to the best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic
report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the
period covered by said periodic report.
A signed original of this written statement required
by Section 906 has been provided to Middlesex Water Company and will be retained by Middlesex Water Company and furnished to the Securities
and Exchange Commission or its staff upon request.
Document And Entity Information - shares
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6 Months Ended |
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Jun. 30, 2023 |
Jul. 28, 2023 |
Document Information Line Items |
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Entity Registrant Name |
MIDDLESEX
WATER COMPANY
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Trading Symbol |
MSEX
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Document Type |
10-Q/A
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Current Fiscal Year End Date |
--12-31
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Entity Common Stock, Shares Outstanding |
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17,747,758
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Amendment Flag |
true
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Amendment Description |
Middlesex Water Company (the Company) is filing
this Amendment No. 1 to the Quarterly Report on Form 10-Q (this Form 10-Q/A) for the quarterly period ended June 30, 2023, originally
filed with the Securities and Exchange Commission (the SEC) on July 28, 2023 (the “June 30, 2023 Form 10-Q”) to make certain
changes described below.In the June 30, 2023 Form 10-Q, the Company indicated
and reported that, based on its assessment at such time, its disclosure controls and procedures
were effective.Subsequent to the issuance of the
Company’s June 30 Form 10-Q, the Company’s independent registered public accounting firm, Baker Tilly US, LLP (Baker
Tilly), conducted a routine internal quality review of its integrated audit of the Company’s 2022 consolidated financial
statements and internal control over financial reporting as of December 31, 2022. As a result of this review, Baker Tilly
re-examined the Company’s information technology general controls (ITGCs) in the areas of user access and change management
over certain information technology (IT) systems that support the Company’s financial reporting processes. Certain of those
controls were found to be deficient because of a lack of sufficient IT control processes designed to prevent or detect unauthorized
changes in applications and data in selected IT environments. It has therefore been concluded that automated and manual process
controls dependent on ITGCs were not effective. On November 1, 2023, the Company determined, and Baker Tilly concurred, that the
ITGCs deficiency and the resulting impact on other controls constitutes a material weakness in the Company’s internal control
over financial reporting as of December 31, 2022 and through the period covered by this report and that the Company’s disclosure controls and procedures were not effective as of June 30, 2023. For a more detailed description of
this material weakness, refer to Part I, Item 4, “Controls and Procedures.”Notwithstanding the newly identified material
weakness referred to above, Management, including our Principal Executive Officer and Principal Financial Officer, believes that the financial
statements contained in the June 30, 2023 Form 10-Q fairly present, in all material respects, the financial condition, results of operations
and cash flows of the Company for all periods presented in accordance with accounting principles generally accepted in the United States
of America.In accordance with Rule 12b-15 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), this Form 10-Q/A is being filed to (i) amend the Company’s disclosure on controls
and procedures included in Part I, Item 4, (ii) amend Part II, Item 1A Risk Factors and (ii) amend Part II, Item 6 Exhibits to include
currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302
and 906 of the Sarbanes-Oxley Act of 2002.Please note that the only changes to the June
30, 2023 Form 10-Q are those related to the matters described herein and only in the Items listed above. Except as described above, no
changes have been made to the June 30, 2023 Form 10-Q, and this Form 10-Q/A does not modify, amend or update any of the other financial
information or other information contained in the June 30, 2023 Form 10-Q. In addition, in accordance with SEC rules, this Form 10-Q/A
includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Except
for the foregoing changes, the information in this Form 10-Q/A is as of July 28, 2023, the filing date of the original Form 10-Q for the
quarterly period ended June 30, 2023, and has not been updated for the events subsequent to that date other than as discussed above.
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Entity Central Index Key |
0000066004
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Entity Current Reporting Status |
Yes
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Entity Filer Category |
Large Accelerated Filer
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Document Period End Date |
Jun. 30, 2023
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Document Fiscal Year Focus |
2023
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Document Fiscal Period Focus |
Q2
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Entity Small Business |
false
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Entity Emerging Growth Company |
false
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Entity Shell Company |
false
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Document Quarterly Report |
true
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Document Transition Report |
false
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Entity File Number |
0-422
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Entity Incorporation, State or Country Code |
NJ
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Entity Tax Identification Number |
22-1114430
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Entity Address, Address Line One |
485C Route One South
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Entity Address, City or Town |
Iselin
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Entity Address, State or Province |
NJ
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Entity Address, Postal Zip Code |
08830
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City Area Code |
(732)
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Local Phone Number |
634-1500
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Title of 12(b) Security |
Common Stock
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Security Exchange Name |
NASDAQ
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Entity Interactive Data Current |
Yes
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