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MIDDLESEX WATER CO

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

MSEX$59.87+0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-01.

0001174947-25-000677

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001174947-25-001119

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 67 previous paragraphs and 85 current paragraphs.

47 unchanged; 17 reworded; 13 added; 3 removed; 0 previous and 8 current paragraphs rearranged.

Tables are not compared: 8 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

**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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (3)

Previous report

Middlesex Distribution System Improvement Charge (DSIC)- In April 2025, Middlesex filed a third DSIC rate application with the New jersey Board of Public Utilities (NJBPU) that is expected to result in $1.9 million of annual revenues starting June 2025, in addition to the existing $1.1 million of annual revenues from the first and second DSIC filings.

Previous report

Middlesex Purchase Water Adjustment Clause (PWAC) - In February 2025, the NJBPU approved Middlesex’s petition to reset its PWAC tariff rate to recover additional annual costs of $0.5 million, primarily for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU. A PWAC is a rate mechanism that allows for the recovery of increased purchased water costs between base rate case filings. The PWAC is reset to zero once those increased costs are included in base rates. The new PWAC rate was effective March 1, 2025.

Previous report

**Tidewater Base Water Rate Increase Application -**In August 2024, Tidewater filed an application with the 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. The request for rate increases will allow Tidewater to recover prudently incurred investments made in the last ten years to support continued regulatory compliance, enhance water quality, service reliability, security and resiliency of the water utility infrastructure assets. 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.
Reworded paragraphs (17)

Previous wording

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 62,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,300 households in Kent and Sussex Counties through various operations and maintenance contracts.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Beginning in April 2029, 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.

Current wording

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.

Previous wording

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:

Current wording

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

Previous wording

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, may require a base rate increase request by Middlesex in mid-2025.

Current wording

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.

Previous wording

Operating revenues for the three months ended March 31, 2025 increased $3.8 million from the same period in 2024 due to the following factors:

Current wording

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:

Previous wording

Interest Charges for the three months ended March 31, 2025 decreased $0.6 million from the same period in 2024 due to lower average debt outstanding and lower average interest rates.

Current wording

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.

Previous wording

Operations and Maintenance Expense for the three months ended March 31, 2025 increased $0.6 million from the same period in 2024 due to increased variable production costs from higher customer demand, increased weather-driven main break activity 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.

Current wording

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.

Previous wording

Depreciation expense for the three months ended March 31, 2025 increased $1.1 million from the same period in 2024 due to higher average utility plant in service during the quarter 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.

Current wording

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,

Previous wording

Other Taxes for the three months ended March 31, 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.

Current wording

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.

Previous wording

Other Income, net for the three months ended March 31, 2025 decreased $3.6 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 the Middlesex’s 2023 rate case order.

Current wording

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.

Previous wording

Income Taxes for the three months ended March 31, 2025 decreased by $0.1 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 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.

Current wording

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.

Previous wording

For the three months ended March 31, 2025, cash flows from operating activities increased $7.1 million to $13.8 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.

Current wording

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.

Previous wording

For the three months ended March 31, 2025, cash flows used in investing activities increased $4.5 million to $18.9 million due to increased utility plant expenditures in 2024.

Current wording

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.

Previous wording

For the three months ended March 31, 2025, cash flows from financing activities decreased $4.6 million to $3.6 million. The decrease in cash flows provided by financing activities is due to lower borrowings under the Company’s lines of credit.

Current wording

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 underCapital Expenditures and Commitments).

Previous wording

Middlesex has received approval from the 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. 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.

Current wording

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.

Previous wording

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 less than $0.1 million on these loans as of March 31, 2025. Each project has its own construction timetable with the last spending set to occur in 2027.

Current wording

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.
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

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:

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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:

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.