MIDDLESEX WATER CO
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001628280-26-051038
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001628280-26-068210
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 138 previous paragraphs and 142 current paragraphs.
104 unchanged; 33 reworded; 3 added; 1 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 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 (3)
Current report
In September 2026, Middlesex filed RESIC and DSIC petitions with the NJBPU requesting $0.8 million and $1.7 million of additional annual revenues, respectively.
Current report
Tidewater - In October 2026, the DEPSC approved a joint application by Tidewater and Mount Pleasant MHP, LLC (Mount Pleasant) regarding Tidewater’s purchase of all of the rights, title, and interest in the water utility assets of Mount Pleasant for $25 thousand. Mount Pleasant serves 39 customers in New Castle County, Delaware. Closing on this purchase is expected by December 2026.
Current report
Results of Operations – Nine months ended September 30, 2026
Removed paragraphs (1)
Previous report
Results of Operations – Six months ended June 30, 2026
Reworded paragraphs (33)
Previous wording
The settlement payments received by the Company will ultimately be refunded to customers. Through June 30, 2026, the Company received $8.1 million and anticipates receiving additional settlement payments during the remainder of 2026 from the defendants named above.
Current wording
The settlement payments received by the Company will ultimately be refunded to customers. Through September 30, 2026, the Company received $9.6 million and anticipates receiving additional settlement payments during the remainder of 2026 from the defendants named above.
Previous wording
Tidewater - In June 2026, the Delaware Public Service Commission (DEPSC) approved Tidewater’s DSIC rate, effective July 1, 2026. Tidewater is expected to recover approximately $0.6 million of semi-annual revenues from July 2026 to December 2026.
Current wording
In June 2026, the DEPSC approved Tidewater’s DSIC rate, effective July 1, 2026. Tidewater is expected to recover approximately $0.6 million of semi-annual revenues from July 2026 to December 2026.
Previous wording
Overall, organic residential customer growth continues in our Tidewater system (approximately 3.0% in 2025) through expansion of our franchise area. However, current and evolving market conditions may challenge that growth.
Current wording
Overall, organic residential customer growth continues in our Tidewater system (approximately 3.0% in 2025) through expansion of our franchise area.
Previous wording
Operating revenues for the three months ended June 30, 2026 increased $7.0 million from the same period in 2025 due to the following factors:
Current wording
Operating revenues for the three months ended September 30, 2026 increased $6.1 million from the same period in 2025 due to the following factors:
Previous wording
•Middlesex revenues increased $8.8 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);
Current wording
•Middlesex revenues increased $4.7 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);
Previous wording
•Tidewater revenues increased $2.5 million due to increased customer consumption, customer growth, and rate increases (see Note 2, Rates and Regulatory Matters); and
Current wording
•Tidewater revenues increased $1.2 million due to increased customer consumption, customer growth and rate increases (see Note 2, Rates and Regulatory Matters); and
Previous wording
•Non-regulated revenues increased $0.1 million, primarily due to higher supplemental contract services.
Current wording
•Non-regulated revenues increased $0.2 million, primarily due to higher supplemental contract services.
Previous wording
Operations and Maintenance Expense for the three months ended June 30, 2026 increased $2.3 million from the same period in 2025 primarily due to increases in the allowance for credit loss reserve and employee related costs, partially offset by higher capitalizable costs.
Current wording
Operations and Maintenance Expense for the three months ended September 30, 2026 increased $1.1 million from the same period in 2025 primarily due to increases in variable production costs from higher customer demand and employee related costs, partially offset by higher capitalizable costs.
Previous wording
Depreciation expense for the three months ended June 30, 2026 increased $0.1 million from the same period in 2025 due to higher average utility plant in service.
Current wording
Depreciation expense for the three months ended September 30, 2026 decreased $0.1 million from the same period in 2025 due to the implementation of depreciation rates from the study approved by the NJBPU partially offset by higher average utility plant in service.
Previous wording
Other Taxes for the three months ended June 30, 2026 increased $0.3 million from the same period in 2025 due to higher gross receipts taxes on higher revenues in our Middlesex System.
Current wording
Other Taxes for the three months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher gross receipts taxes on higher revenues in our Middlesex System.
Previous wording
Other Income, net for the three months ended June 30, 2026 increased $0.5 million from the same period in 2025 due to higher Allowance for Funds Used During Construction from increased capital expenditures.
Current wording
Other Income, net for the three months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher Allowance for Funds Used During Construction (AFUDC) from increased capital expenditures.
Previous wording
Interest Charges for the three months ended June 30, 2026 increased $0.4 million from the same period in 2025 primarily due to higher average debt outstanding.
Current wording
Interest Charges for the three months ended September 30, 2026 were consistent with the same period in 2025 primarily due to higher average debt outstanding offset by lower interest rates.
Previous wording
Income Taxes for the three months ended June 30, 2026 increased by $0.4 million from the same period in 2025, primarily due to higher pre-tax income partially offset by lower effective tax rate from the flow-through benefit of increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Current wording
Income Taxes for the three months ended September 30, 2026 increased by $1.0 million from the same period in 2025, primarily due to higher pre-tax income partially offset by higher flow-through benefit from increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Previous wording
Operating revenues for the six months ended June 30, 2026 increased $11.4 million from the same period in 2025 due to the following factors:
Current wording
Operating revenues for the nine months ended September 30, 2026 increased $17.6 million from the same period in 2025 due to the following factors:
Previous wording
•Middlesex revenues increased $5.3 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters); and
Current wording
•Middlesex revenues increased $13.5 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);
Previous wording
•Tidewater revenues increased $1.7 million due to increased customer consumption, customer growth and rate increases (see Note 2, Rates and Regulatory Matters).
Current wording
•Tidewater revenues increased $3.8 million due to increased customer consumption, customer growth, and rate increases (see Note 2, Rates and Regulatory Matters); and
Previous wording
Operations and Maintenance Expense for the six months ended June 30, 2026 increased $4.2 million from the same period in 2025 primarily due to increases in allowance for credit loss reserve, employee related costs and variable production costs, partially offset by higher capitalizable costs.
Current wording
Operations and Maintenance Expense for the nine months ended September 30, 2026 increased $5.4 million from the same period in 2025 primarily due to increases in allowance for credit loss reserve, employee related costs and variable production costs from higher customer demand, partially offset by higher capitalizable costs.
Previous wording
Depreciation expense for the six months ended June 30, 2026 increased $0.6 million from the same period in 2025 due to higher average utility plant in service.
Current wording
Depreciation expense for the nine months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher average utility plant in service, partially offset by the implementation of depreciation rates from the study approved by the NJBPU.
Previous wording
Other Taxes for the six months ended June 30, 2026 increased $0.8 million from the same period in 2025 due to higher gross receipts taxes on higher revenue in our Middlesex System.
Current wording
Other Taxes for the nine months ended September 30, 2026 increased $1.3 million from the same period in 2025 due to higher gross receipts taxes on higher revenue in our Middlesex System.
Previous wording
Other Income, net for the six months June 30, 2026 increased $0.7 million from the same period in 2025 due to higher Allowance for Funds Used During Construction from increased capital expenditures.
Current wording
Other Income, net for the nine months ended September 30, 2026 increased $1.2 million from the same period in 2025 due to higher AFUDC from increased capital expenditures.
Previous wording
Interest Charges for the six months ended June 30, 2026 increased $0.9 million from the same period in 2025 due to higher average debt outstanding.
Current wording
Interest Charges for the nine months ended September 30, 2026 increased $0.9 million from the same period in 2025 due to higher average debt outstanding.
Previous wording
Income Taxes for the six months ended June 30, 2026 increased by $0.5 million from the same period in 2025, primarily due to higher pre-tax income partially offset by lower effective tax rate from the flow-through benefit of increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Current wording
Income Taxes for the nine months ended September 30, 2026 increased by $1.5 million from the same period in 2025, primarily due to higher pre-tax income partially offset by higher flow-through benefit from increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Previous wording
For the six months ended June 30, 2026, cash flows from operating activities decreased $4.0 million to $28.1 million. The decrease in cash flows from operating activities primarily resulted from higher vendor and income tax payments offset by the impact of Middlesex’s and Tidewater's approved base rate increases effective February 2026 and July 2025, respectively.
Current wording
For the nine months ended September 30, 2026, cash flows from operating activities increased $6.9 million to $51.0 million. The increase in cash flows from operating activities primarily resulted from the impact of Middlesex’s and Tidewater's approved base rate increases effective February 2026 and July 2025, respectively, and lower vendor payments offset by higher income tax payments.
Previous wording
For the six months ended June 30, 2026, cash flows used in investing activities decreased $1.6 million to $53.6 million due to lower acquisition spending on water systems offset by increased utility plant expenditures.
Current wording
For the nine months ended September 30, 2026, cash flows used in investing activities increased $7.8 million to $84.0 million due to increased utility plant expenditures offset by lower expenditures on tuck-in acquisitions.
Previous wording
For the six months ended June 30, 2026, cash flows from financing activities increased $1.3 million to $24.5 million. The increase in cash flows provided by financing activities is due to higher long-term debt borrowings and the proceeds from the issuance of common stock under Middlesex’s At-the-Market (ATM) equity offering program (for further information on Middlesex’s ATM equity offering program, see below under Capital Expenditures and Commitments)partially offset by increased redemption of long-term-debt and lower short-term debt borrowings.
Current wording
For the nine months ended September 30, 2026, cash flows from financing activities decreased $1.0 million to $31.9 million. The decrease in cash flows provided by financing activities is due to higher long-term debt repayments and lower short-term debt borrowings offset by higher long-term-debt borrowings and higher proceeds from the issuance of common stock under Middlesex’s At-the-Market (ATM) equity offering program (for further information on Middlesex’s ATM equity offering program, see below under Capital Expenditures and Commitments).
Previous wording
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 the ATM equity offering program, 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.
Current wording
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 the ATM equity offering program, 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
Previous wording
In June 2026, Middlesex closed on a $17.8 million SRF construction loan. The proceeds will be used to fund the replacement of lead service lines under Middlesex's Lead Service Line Replacement Plan. Funding requisitions are expected to occur through December 2027.
Current wording
In June 2026, Middlesex closed on a $17.8 million SRF construction loan. The proceeds will be used to fund the replacement of lead service lines under Middlesex's Lead Service Line Replacement Plan. Middlesex has drawn down $0.2 million as of September 30, 2026 and the funding requisitions are expected to occur through December 2027.
Previous wording
In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB and borrowed $25.0 million at an interest rate of 6.72%. The loan matures in 2048. Proceeds from the loan were used to repay Tidewater’s outstanding short-term borrowings and other general corporate purposes.
Current wording
In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB and borrowed $25.0 million at an interest rate of 6.72%. The loan matures in 2048. Proceeds from the loan were used to repay Tidewater’s outstanding short-term borrowings and for other general corporate purposes.
Previous wording
In February 2026, Pinelands Water and Pinelands Wastewater repaid in full $3.7 million and $3.4 million, respectively, of their amortizing secured notes. The interest rates and due dates on both of these notes were 6.17% and 2043, respectively.
Current wording
In February 2026, Pinelands Water and Pinelands Wastewater repaid in full $3.7 million and $3.4 million, respectively, of their amortizing secured notes. The interest rates on both of these notes were 6.17% with due dates in 2043.
Previous wording
In December 2025, Southern Shores closed on a $0.4 million Delaware SRF loan with a 0.0% interest rate with a maturity date in 2045. This loan is for costs associated with Southern Shore’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines in its service area. Southern Shores has drawn down $0.2 million on these loans as of June 30, 2026 and does not anticipate any further draws.
Current wording
In December 2025, Southern Shores closed on a $0.4 million Delaware SRF loan with a 0.0% interest rate with a maturity date in 2045. This loan is for costs associated with Southern Shores' obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines in its service area. Southern Shores has drawn down $0.2 million as of September 30, 2026, and does not expect any further draws.
Previous wording
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 $1.8 million as of June 30, 2026 and expects that the requisitions will continue through 2026.
Current wording
In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with a maturity date 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 $1.8 million as of September 30, 2026 and expects that the requisitions will continue through 2027.
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. In December 2025, Tidewater closed on an additional $1.0 million, 2.0% SRF loan with a maturity date of 2045 related to these projects. Tidewater has drawn down $2.1 million on these loans as of June 30, 2026. Each project has its own construction timetable with the last spending set to occur in 2027.
Current wording
In May 2024, December 2025 and October 2026, Tidewater closed on four Delaware SRF loans totaling $13.9 million, all at interest rates of 2% with maturity dates in 2045. 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 $2.1 million on these loans as of September 30, 2026. Each project has its own construction timetable with the last spending set to occur in 2030.
Previous wording
In May 2025, Middlesex entered into an ATM Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott (Janney), 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. In February 2026, the Equity Sales Agreement was amended, replacing Janney with Huntington Securities, Inc. as a sales agent. 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. For the three and six months ended June 30, 2026, Middlesex issued and sold a total of 215,722 and 265,027 shares of common stock respectively, at a weighted average price of $53.31 and $53.59 per share respectively, and received $11.3 million and $14.0 million in net proceeds respectively, under the Equity Sales Agreement. As of June 30, 2026, the Company had $65.8 million of aggregate gross sales remaining under the Equity Sales Agreement.
Current wording
In May 2025, Middlesex entered into an ATM Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott (Janney), 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. In February 2026, the Equity Sales Agreement was amended, replacing Janney with Huntington Securities, Inc. as a sales agent. 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. For the three and nine months ended September 30, 2026, Middlesex issued and sold a total of 253,537 and 518,564 shares of common stock respectively, at a weighted average price of $58.32 and $55.90 per share, respectively, and received $14.6 million and $28.6 million in net proceeds, respectively, under the Equity Sales Agreement. As of September 30, 2026, the Company had $51.0 million of aggregate gross sales remaining under the Equity Sales Agreement.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
•Non-regulated revenues increased $0.3 million, primarily due to higher supplemental contract services.
Current report — wording carried from elsewhere
New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.