Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 31, 2024

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	0-422	22-1114430
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

485C Route 1 South, Suite 400, Iselin, New Jersey 08830

(Address of Principal Executive Offices) (Zip Code)

732-634-1500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, No Par Value	MSEX	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2024, Middlesex Water Company announced its financial results for the quarter ended September 30, 2024. A copy of the press release announcing these results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description of Document

99.1	Press Release issued by Middlesex Water Company, dated October 31, 2024 announces Third Quarter 2024 Financial Results.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

	MIDDLESEX WATER COMPANY
	(Registrant)


	/s/Mohammed G. Zerhouni
	Mohammed G. Zerhouni
	Sr. Vice President, Chief Financial Officer
	and Treasurer

Dated: October 31, 2024

Exhibit 99.1

MIDDLESEX WATER ANNOUNCES

THIRD QUARTER 2024 FINANCIAL RESULTS

Diluted earnings per share of $0.80 for the quarter, an increase of 42.9% in comparison to the prior year

Common dividend increased by 4.62%.

Iselin, NJ, (October 31, 2024) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX) a provider of water and wastewater services, today announced third quarter financial results.

Third Quarter Operating Results

Diluted earnings per share were $0.80 and $0.56 for the three months ended September 30, 2024, and 2023, respectively. Net income for the quarter was $14.3 million, a $4.3 million increase when compared to the same period in 2023.

Revenues for the quarter ended September 30, 2024, increased $8.4 million to $55.1 million, compared to the same period in 2023. Middlesex System revenues increased $6.1 million due primarily to the New Jersey Board of Public Utilities (NJBPU)-approved base rate increase effective March 1, 2024, and increased customer demand. In our Delaware System, revenues increased $2.1 million due to customer growth and increased customer demand.

Operations and maintenance expenses for the quarter increased $2.8 million over the same period in 2023 due to increased legal, financial and regulatory matter costs, an enhanced water treatment process at Middlesex’s Park Avenue Plant, increased labor costs due to wage increases and higher energy and chemical costs due to increased water demand.

Year to Date Operating Results

Net income for the nine months ended September 30, 2024, was $35.5 million, a $9.8 million increase when compared to the same period in 2023. Diluted earnings per share were $1.98 and $1.44 for the nine months ended September 30, 2024, and 2023, respectively. A significant amount of the increase is attributable to the implementation of the NJBPU-approved base rate increases in our Middlesex System and the one-time recovery of previously incurred depreciation, operating and carrying costs of $6.8 million associated with the prior period construction and operation of the water treatment facilities at Middlesex’s Park Avenue Wellfield. As part of the NJBPU-approved Middlesex base rate case, which included the impact of the previously disclosed PFOA lawsuit settlement, the NJBPU authorized these operating and carrying costs to be recovered after Middlesex first applied settlement proceeds to the cost of the water treatment facilities at Middlesex’s Park Avenue Wellfield.

Revenues for the nine months ended September 30, 2024, were $144.8 million, an increase of $17.1 million over the same period in 2023. Middlesex System revenues increased $12.9 million primarily due to the NJBPU-approved base rate increase which took effect March 1, 2024, and increased customer demand. In our Delaware System, revenues increased $3.5 million due to customer growth and increased customer demand. Non-regulated revenues increased $0.3 million primarily due to higher supplemental contract services.

Operations and maintenance expenses for the nine months ended September 30, 2024, increased $3.6 million over the same period in 2023, primarily due to increased legal, financial and regulatory matter costs, an enhanced water treatment process at Middlesex’s Park Avenue Plant, increased labor costs due to wage increases and higher energy costs due to increased water demand.

Middlesex President and Chief Executive Officer Nadine Leslie said, “Our strong financial results are a reflection of our commitment to operational excellence, delivering safe and reliable service to our customers and working constructively with regulators to recover prudent infrastructure investments in a timely manner. We also increased our common dividend for the 52^nd consecutive year by 4.62%,” added Leslie.

Rate Activity

New Jersey

In October 2024, Middlesex filed a second Distribution System Improvement Charge (DSIC) rate application that is expected to result in $1.1 million of annual revenues. In addition, in October 2024, Middlesex filed a petition with the NJBPU seeking approval to set a Purchased Water Adjustment Clause tariff rate to recover additional costs of $0.6 million for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU.

Delaware

In August 2024, Tidewater Utilities, Inc. (Tidewater) filed an application with the Delaware Public Service Commission (DEPSC) to increase its general rates for water service. In the application, Tidewater seeks an overall increase in annual operating revenue of $10.3 million or 25.66% over current revenue. Effective October 30, 2024, Tidewater received approval of the DEPSC to suspend its DSIC rate and implement an interim rate increase, which is expected to result in approximately $2.5 million of annual revenues, subject to refund pending the outcome of the rate case application.

In September 2024, the DEPSC approved Tidewater’s petition to recover up to $2.1 million of costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Through September 30, 2024, Tidewater has spent $1.7 million, which is included in Regulatory Assets and will be recovered through a surcharge mechanism.

Board Declares Dividend, Announces 4.62% Dividend Increase

We previously announced that our Board of Directors declared a quarterly cash dividend of $0.34 per common share payable on December 2, 2024, to shareholders of record as of November 15, 2024. This represents a 4.62% increase from the $0.325 per share dividend last declared in July 2024. This increase raises the annual dividend rate to $1.36 from $1.30 per share of common stock. Middlesex has paid cash dividends in varying amounts continually since 1912. Information about Middlesex Water’s Investment Plan (Direct Share Purchase and Sale and Dividend Reinvestment Plan) is available at https://shareholder.broadridge.com/middlesexwater/

About Middlesex Water Company

Established in 1897, Middlesex Water Company serves as a trusted provider offering life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes. The company offers a full range of water, wastewater utility and related services. The company and its subsidiaries form the Middlesex Water family of companies, which collectively serve a population of half a million people in New Jersey and Delaware. Middlesex Water is focused on meeting the needs of our employees, customers, and shareholders. We invest in our people, our infrastructure, and the communities we serve to support reliable and resilient utility services, economic growth, and quality of life.

This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX” or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results of operations as well as any other statements that do not directly relate to any historical or current facts. These statements reflect the Company’s current views and information currently available. This information is based on estimates, assumptions, and analysis that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees.” Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, whether as a result of new information, future events or otherwise.

Contact:

Bernadette Sohler, Vice President – Corporate Affairs

bsohler@middlesexwater.com

Jennifer Ketschke, Director of Treasury and Investor Relations

jketschke@middlesexwater.com

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Operating Revenues	$	55,100	$	46,715	$	144,770	$	127,672

Operating Expenses:
Operations and Maintenance		25,359		22,581		67,649		64,042
Depreciation		6,309		6,376		18,010		18,546
Other Taxes		5,931		4,936		16,430		14,104

Total Operating Expenses		37,599		33,893		102,089		96,692

Operating Income		17,501		12,822		42,681		30,980

Other Income (Expense):
Allowance for Funds Used During Construction		354		496		787		2,162
Other Income (Expense), net		1,614		936		9,202		3,124

Total Other Income, net		1,968		1,432		9,989		5,286

Interest Charges		3,411		3,518		10,721		9,364

Income before Income Taxes		16,058		10,736		41,949		26,902

Income Taxes		1,739		746		6,402		1,143

Net Income		14,319		9,990		35,547		25,759

Preferred Stock Dividend Requirements		29		30		89		90

Earnings Applicable to Common Stock	$	14,290	$	9,960	$	35,458	$	25,669

Earnings per share of Common Stock:
Basic	$	0.80	$	0.56	$	1.99	$	1.45
Diluted	$	0.80	$	0.56	$	1.98	$	1.44

Average Number of
Common Shares Outstanding :
Basic		17,838		17,758		17,828		17,708
Diluted		17,952		17,873		17,943		17,823

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	0-422
Entity Registrant Name	MIDDLESEX WATER COMPANY
Entity Central Index Key	0000066004
Entity Tax Identification Number	22-1114430
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	485C Route 1 South
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Iselin
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08830
City Area Code	732
Local Phone Number	634-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	MSEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false