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: July 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 July 31, 2024, Middlesex Water Company announced its financial results for the quarter ended June 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 July 31, 2024, announces Second 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: July 31, 2024

Exhibit 99.1

MIDDLESEX WATER ANNOUNCES

SECOND QUARTER 2024 RESULTS

Second Quarter 2024 Net Income was $10.5 million, as compared to $9.9 million in 2023, an increase of 6.5%.

Second Quarter 2024 Revenues were $49.1 million, as compared to $42.8 million in 2023, an increase of 14.8%.

Dividend of $0.325 per share of common stock payable in September 2024

Iselin, NJ, (July 31, 2024) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX) a provider of water and wastewater services, today reported financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Results

Diluted earnings per share were $0.59 for the three months ended June 30, 2024, compared to $0.55 for the same period in 2023. Net income for the quarter ended June 30, 2024, increased to $10.5 million, up 6.5% from the same period in 2023.

Quarterly consolidated operating revenues were $49.1 million, an increase of $6.3 million as compared to the same period in 2023. Revenues in our Middlesex System increased $5.2 million due to the New Jersey Board of Public Utilities (“NJBPU”) approved base rate increase which took effect March 1, 2024 and increased commercial and industrial customer billings. In our Delaware system, revenues increased $0.6 million due to customer growth and higher customer demand.

Operation and maintenance expenses for the second quarter of 2024 increased $0.6 million from the same period in 2023. The increase was largely related to an enhanced water treatment process at the Company’s Park Avenue Wellfield, increased labor costs, lead service line inventory compliance costs associated with our Delaware system, and outside professional support services costs.

Year-to-Date Results

Year-to-date net income increased $5.5 million, when compared to the same period in 2023. Diluted earnings per share were $1.18 and $0.88 for the six months ended June 30, 2024, and 2023, respectively. The majority 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 $6.4 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 six months ended June 30, 2024, were $89.7 million, an increase of $8.7 million over the same period in 2023. Middlesex System revenues increased $6.8 million due to the NJBPU- approved base rate increase effective March 1, 2024 and higher commercial and industrial billings. In our Delaware system, revenues increased $1.4 million due to customer growth and higher customer demand. Pinelands system revenues increased $0.2 million due to scheduled rate increases resulting from the NJBPU-approved 2023 base rate increase. Non-regulated revenues increased $0.2 million primarily due to higher supplemental contract services.

Year-to-date operations and maintenance expenses increased $0.8 million over the same period in 2023, primarily due to increased labor and employee benefit costs, an enhanced water treatment process at the Company’s Park Avenue Wellfield and lead service line inventory compliance costs associated with our Delaware system. These cost increases were offset by the one-time cost recovery described above.

Year-to-date income taxes increased by $4.3 million when compared to the same period in 2023, primarily due to higher pre-tax income and lower income tax benefits associated with decreased repair expenditures on tangible property in the Middlesex System.

Middlesex President and Chief Executive Officer Nadine Leslie said, “We continue to focus on solidifying our growth and succession planning strategies, meeting customer demand for high quality water service, and investing in our drinking water infrastructure through our RENEW and Water for Tomorrow® programs in New Jersey to ensure compliance with new federal drinking water regulations. In Delaware, we expect to file our general rate case in the third quarter of 2024 to maintain our infrastructure resiliency and compliance with various regulations,” Leslie added.

Board Declares Dividend

We previously announced that our Board of Directors declared a quarterly cash dividend of $0.325 per common share payable on September 3, 2024, to shareholders of record as of August 15, 2024. Middlesex has paid cash dividends in varying amounts continually since 1912 and has increased its annual dividend for fifty-one consecutive years.

ABOUT MIDDLESEX WATER COMPANY

Established in 1897, Middlesex Water Company (NASDAQ: MSEX) serves as a trusted provider of life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes. The Company and its subsidiaries form the Middlesex family of companies, which collectively serve a population of half a million people in New Jersey and Delaware. We offer a full range of water, wastewater utility and related services including municipal and industrial contract operations and water and wastewater system technical operations and maintenance. We are focused on meeting and balancing 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. Information about Middlesex Water’s Investment Plan (Direct Share Purchase and Sale and Dividend Reinvestment Plan) is available at https://shareholder.broadridge.com/middlesexwater/

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.

Media Contact:

Bernadette Sohler, Vice President – Corporate Affairs

Middlesex Water Company

(732) 638-7549

www.middlesexwater.com

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,
	2024		2023			2024		2023

Operating Revenues	$	49,146	$	42,801		$	89,670	$	80,957

Operating Expenses:
Operations and Maintenance		21,825		21,204			42,290		41,462
Depreciation		6,305		6,184			11,701		12,170
Other Taxes		5,701		4,744			10,499		9,168

Total Operating Expenses		33,831		32,132			64,490		62,800

Operating Income		15,315		10,669			25,180		18,157

Other Income:
Allowance for Funds Used During Construction		257		852			433		1,665
Other Income, net		2,399		1,290			7,588		2,188

Total Other Income, net		2,656		2,142			8,021		3,853

Interest Charges		4,041		3,251			7,310		5,846

Income before Income Taxes		13,930		9,560			25,891		16,164

Income Taxes		3,384		(341	)		4,663		397

Net Income		10,546		9,901			21,228		15,767

Preferred Stock Dividend Requirements		30		30			60		60

Earnings Applicable to Common Stock	$	10,516	$	9,871		$	21,168	$	15,707

Earnings per share of Common Stock:
Basic	$	0.59	$	0.56		$	1.19	$	0.89
Diluted	$	0.59	$	0.55		$	1.18	$	0.88

Average Number of
Common Shares Outstanding :
Basic		17,829		17,713			17,824		17,683
Diluted		17,944		17,828			17,939		17,798

Cover	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 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