Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(1) 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 year ended December 31,
2023. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded
that:
a) The following changes in internal control over financial reporting occurred during the year ended December
31, 2023 that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting:
In December 2023, management implemented
various auditing and monitoring solutions that provide greater transparency into changes made within our information technology (IT) systems.
These control solutions are supported by a timely review process that focuses on the proper authorization and approval of IT system changes.
b) Our disclosure controls and procedures were not effective as of December 31, 2023 due to the material
weaknesses 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.
As the IT material weakness was
recently determined to exist, the remediation actions described in paragraph (1) a) above were completed in December 2023. However,
the implemented controls did not operate over a sufficient time period to adequately test and validate the remediation and reassess
other information technology general controls (ITGCs), which may require further remediation actions.
In addition, there were
ineffective internal controls related to income tax accounting for a non-routine transaction.
Management has determined that such
material weaknesses exist as of December 31, 2023.
(2) Management’s Report on Internal Control Over Financial
Reporting
The management of the Company is responsible for
establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13A-15(f) and 15d-15(f).
Middlesex’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of
Directors of adequate preparation and fair presentation of the published financial statements.
All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to the adequacy of financial statement preparation and presentation. Middlesex’s management assessed the effectiveness of
the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework
(2013 framework).
Subsequent to the issuance of the Company’s
consolidated financial statements for the year ended December 31, 2022 which were included in Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, originally filed with the United States Securities and Exchange Commission on February 24,
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
73
control over financial reporting as of
December 31, 2022. As a result of this review, Baker Tilly re-examined the Company’s ITGCs in the areas of user access and
change management over certain 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. As the material weakness was recently determined to exist, certain remediation actions were completed in December
2023. Various auditing and monitoring solutions have been implemented that provide greater transparency into changes made within our
IT systems. These control solutions are supported by a timely review process that focuses on the proper authorization and approval
of IT system changes. Due to the timing of the implementation of the solutions, the controls implemented did not operate over a
sufficient time period to adequately test and validate the remediation and reassess other ITGCs, which may require further
remediation actions.
In addition, there were
ineffective internal controls related to income tax accounting for a non-routine transaction.
Management has determined that such
material weaknesses exist as of December 31, 2023.
Notwithstanding the identified material weakness
referred to above, management, including our principal executive officer and principal financial officer, believe that the financial statements
contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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.
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 are complete,
tested and determined effective, we will not be able to conclude that the material weakness has been remediated.
Middlesex’s independent registered public
accounting firm (PCAOB ID 23 ) has audited the effectiveness of our internal control over financial reporting as of December 31, 2023 as
stated in their report dated as of February 29, 2024, which is included herein.
/s/ Dennis W. Doll
/s/ A. Bruce O’Connor
Dennis W. Doll
A. Bruce O’Connor
President and
Senior Vice President, Treasurer and
Chief Executive Officer
Chief Financial Officer
Iselin, New Jersey
February 29, 2024
ITEM 9B. OTHER INFORMATION.
(a) None.
(b) Insider Trading Arrangements and Policies - During the three months ended December 31, 2023, no director or officer of the Company
adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term
is defined in Item 408(a) of Regulation S-K."
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
74
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information with respect to Directors of Middlesex
Water Company is included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated
herein by reference.
Information regarding the Executive Officers of
Middlesex Water Company is included under Item 1. in Part I of this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION.
This Information for Middlesex Water Company is
included in Middlesex Water Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
This information for Middlesex
Water Company is included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
This information for Middlesex Water Company is
included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
This information for Middlesex Water Company is
included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by
reference.
75
PART
IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1. The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report:
Consolidated Balance Sheets at December 31, 2023 and 2022.
Consolidated Statements of Income for each of the three
years in the period ended
December 31, 2023.
Consolidated Statements of Cash Flows for each of the three
years in the period ended
December 31, 2023.
Consolidated Statements of Capital Stock and Long-term Debt
as of December 31, 2023 and 2022.
Consolidated Statements of Common Stockholders’ Equity
for each of the three years in the period ended December 31, 2023.
Notes to Consolidated Financial Statements.
2.
Financial Statement Schedules
All Schedules are omitted because of the absence of the
conditions under which they are required or because the required information is shown in the financial statements or notes thereto.
3. Exhibits
See Exhibit listing immediately following the
signature page.
ITEM 16. FORM 10-K SUMMARY.
None.
76
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MIDDLESEX WATER COMPANY
By:
/s/ Dennis W. Doll
Dennis W. Doll
President and Chief Executive Officer
Date:
February 29, 2024
Pursuant to the requirements of the Securities
and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on February 29, 2024.
By:
/s/ A. Bruce O’Connor
A. Bruce O’Connor
Senior Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ Robert J. Capko
Robert J. Capko
Corporate Controller
(Principal Accounting Officer)
By:
/s/ Dennis W. Doll
Dennis W. Doll
Chairman of the Board, President, Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ Joshua Bershad, M.D.
Joshua Bershad, M.D.
Director
By:
/s/ James F. Cosgrove Jr.
James F. Cosgrove Jr.
Director
By:
/s/ Kim C. Hanemann
Kim C. Hanemann
Director
By:
/s/ Steven M. Klein
Steven M. Klein
Director
By:
/s/ Amy B. Mansue
Amy B. Mansue
Director
By:
/s/ Vaughn L. McKoy
Vaughn L. McKoy
Director
By:
/s/ Ann L. Noble
Ann L. Noble
Director
By:
/s/ Walter G. Reinhard
Walter G. Reinhard
Director
77
EXHIBIT INDEX
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. Exhibits designated with a dagger (t) are
management contracts or compensatory plans.
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
3.1
The Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 1998.
3.2
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 20, 1997, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
3.3
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on May 27, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
3.4
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 10, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
3.5
Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.6
Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.7
Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.8
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 19, 2007, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 30, 2010.
3.9
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 4, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 6, 2019.
3.10
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 19, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 23, 2019.
78
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
3.11
By-laws of the Company, as amended, filed as Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
3.12
Amendments to the by-laws of the Company, included as Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated November 22, 2017.
4.1
Form of Common Stock Certificate.
2-55058
2(a)
10.1
Water Service Agreement, dated February 28, 2006, between the Company and Elizabethtown Water Company, filed as Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.2
Mortgage, dated April 1, 1927, between the Company and Union County Trust Company, as Trustee, as supplemented by Supplemental Indentures, dated as of October 1, 1939 and April 1, 1949.
2-15795
4(a)-4(f)
10.3
Supplemental Indenture, dated as of July 1, 1964 and June 15, 1991, between the Company and Union County Trust Company, as Trustee.
33-54922
10.4-10.9
10.4
Agreement for a Supply of Water, dated as of July 27, 2011, between the Company and the Old Bridge Municipal Utilities Authority, filed as Exhibit No. 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
10.5
Water Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended.
33-31476
10.13
*10.6
Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority.
10.7
Treatment and Pumping Agreement, dated October 1, 2014, between the Company and the Township of East Brunswick, filed as Exhibit No. 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.8
Water Supply Agreement, dated June 4, 1990, between the Company and Edison Township.
33-54922
10.24
10.9
Agreement for a Supply of Water, dated January 1, 2006, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.9(a)
Amendment to Agreement for a Supply of Water, dated as of December 1, 2015, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.9(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
79
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
(t)10.10
Middlesex Water Company Supplemental Executive Retirement Plan, filed as Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
(t)10.11(a)
Middlesex Water Company 2018 Restricted Stock Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, dated and filed April 12, 2018.
(t)10.11(b)
Registration Statement, Form S-8, under the Securities Act of 1933, filed December 18, 2008, relating to the Middlesex Water Company Outside Director Stock Compensation Stock Plan.
333-156269
(t)10.12
Employment Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated January 23, 2024.
(t)10.12(a)
Change in Control Termination Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated January 23, 2024.
(t)10.12(b)
Change in Control Termination Agreement, dated as of January 1, 2009, between the Company and A. Bruce O’Connor, filed as Exhibit 10.13(b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
(t)10.12(c)
Change in Control Termination Agreement, dated as of March 1, 2012, between the Company and Lorrie B. Ginegaw, filed as Exhibit 10.13(e) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
(t)10.12(d)
Change in Control Termination Agreement, dated as of January 1, 2009, between the Company and Bernadette M. Sohler, filed as Exhibit 10.13(h) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
(t)10.12(e)
Change in Control Termination Agreement, dated as of March 17, 2014, between the Company and Jay L. Kooper, filed as Exhibit 10.12(g) of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
(t)10.12(f)
Change in Control Termination Agreement, dated as of July 1, 2019, between the Company and G. Christian Andreasen, filed as Exhibit 10.12(f) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(t)10.12(g)
Change in Control Termination Agreement, dated as of July 1, 2019, between the Company and Robert K. Fullagar, filed as Exhibit 10.12(g) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
80
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
(t)10.12(h)
Change in Control Termination Agreement, dated as of July 1, 2019, between the Company and Georgia M. Simpson, filed as Exhibit 10.12(h) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
(t)10.12(i)
Change in Control Termination Agreement, dated as of April 28, 2023 between the Company and Robert J. Capko, filed as Exhibit 10.12(i) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
10.13
Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick.
33-54922
10.23
10.13(a)
Amendment, dated November 28, 2016, to Transmission Agreement between the Company and the Township of East Brunswick, filed as Exhibit No. 10.13(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.14
Contract, dated August 20, 2018, between the City of Perth Amboy and Utility Service Affiliates (Perth Amboy), Inc., filed as Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
10.15
Thirtieth
Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated
November 1, 2004, between the State of New Jersey and the Company (Series EE), filed as Exhibit No. 10.26 of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004.
10.16
Thirty-First Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated November 1, 2004, between the New Jersey Environmental Infrastructure Trust and the Company (Series FF), filed as Exhibit No. 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
10.17(a)
Promissory Note and Supplement, dated October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
81
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.17(b)
Promissory Note and Supplement, dated March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.19(b) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
10.17(c)
Promissory Note and Supplement, dated May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB; Amendments to Combination Water Utility Real Estate Mortgage and Security Agreement, effective May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(c) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
10.17(d)
Sixth Amendment to Promissory Note and Supplement, dated as of May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(d) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
10.18
Agreement for a Supply of Water, dated April 1, 2006, between the Company and the City of Rahway, filed as Exhibit No. 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.19
Loan Agreement, dated November 1, 2006, between the State of New Jersey and the Company (Series GG), filed as Exhibit No. 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
10.20
Loan Agreement, dated November 1, 2006, between the New Jersey Environmental Infrastructure Trust and the Company (Series HH), filed as Exhibit No. 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
10.21
Loan Agreement, dated November 1, 2007, between New Jersey Environmental Infrastructure Trust and the Company (Series II), filed as Exhibit No. 10.32 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
10.22
Loan Agreement, dated November 1, 2007, between the State of New Jersey and the Company (Series JJ), filed as Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
10.23
Loan Agreement, dated November 1, 2008, between New Jersey Environmental Infrastructure Trust and the Company dated as of (Series KK), filed as Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
82
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.24
Loan
Agreement, dated November 1, 2008, between the State of New Jersey and the Company (Series LL), filed as Exhibit 10.35 of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
10.25
Prospectus
Supplement, filed August 3, 2022, relating to the Middlesex Water Company Investment Plan.
333-266482
10.25(a)
Prospectus
Supplement, filed July 25, 2023, relating to the Middlesex Water Company Investment Plan.
333-266482
10.26(a)
Amended
and Restated $68,000,000 Revolving Line of Credit Note, dated February 9, 2022, 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(a) of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021.
10.26(b)
Waiver
and Amendment to Loan Documents, dated February 9, 2022, 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(b) of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021.
10.26(c)
Amendment
to Loan Documents, dated March 17, 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(c) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2023.
10.26(d)
Amendment
to Loan Documents, dated April 5, 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(d) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2023.
83
EXHIBIT INDEX
Exhibit
No.
Document
Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.26(e)
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) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2023.
*10.26(f)
Amendment to Loan Documents,
dated January 29, 2024, 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.
10.27(a)
Uncommitted
($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems,
Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth
Amboy) Inc., Tidewater Environmental Services, Inc., and Bank of America, N.A. filed as Exhibit 10.30 of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020.
10.27(b)
Amendment
No. 1 ($60,000,000) to Uncommitted Loan Agreement, dated January 27, 2022, between the Company, Tidewater Utilities, Inc., White
Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility
Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(b) of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2021.
10.27(c)
Amendment
No. 2 ($60,000,000) to Uncommitted Loan Agreement, dated January 26, 2023, between the Company, Tidewater Utilities, Inc., White
Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility
Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A. filed as Exhibit 10.27(c) of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2022.
84
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
*10.27(d)
Amendment No. 3 ($60,000,000) to Uncommitted Loan Agreement, dated January 25, 2024, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A.
10.28
Fourth Amendment to Promissory Note and Supplement, dated as of August 19, 2020, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
10.29
Loan Agreement, dated December 1, 2010, between the State of New Jersey and the Company (Series MM), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
10.30
Loan Agreement, dated December 1, 2010, between New Jersey Environmental Infrastructure Trust and the Company (Series NN), filed as Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
10.31
Loan Agreement, dated May 1, 2012, between the State of New Jersey and the Company, (Series OO), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.32
Loan Agreement, dated May 1, 2012, between New Jersey Environmental Infrastructure Trust and the Company (Series PP), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.33
Loan Agreement, dated November 1, 2012, between the New Jersey Economic Development Authority and the Company (Series QQ]), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
10.34
Loan Agreement, dated May 1, 2013, between the State of New Jersey and the Company (Series TT), filed as Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10.35
Loan Agreement, dated May 1, 2013, between New Jersey Environmental Infrastructure Trust and the Company (Series UU), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10.36
Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series VV), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 .
85
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.37
Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series WW), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
10.38
Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series XX), filed as Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.39
Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series YY), filed as Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.40
Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018A), filed as Exhibit 10.46 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.41
Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018B), filed as Exhibit 10.47 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.42
Loan Agreement, dated August 1, 2019, between New Jersey Economic Development Authority and the Company (Series 2019A and Series 2019B), filed as Exhibit 10.50 to the Company’s Current Report on Form 8-K filed September 6, 2019.
10.43
Bond Purchase Agreement, dated November 16, 2020, between New York Life Insurance Company and Affiliates and the Company (Series 2020A), filed as Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
10.44
Bond Purchase Agreement, dated November 5, 2021, between New York Life Insurance Company and Affiliates and the Company (Series 2021A and Series 2021B), filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
10.45
Financing Agreement, dated December 16, 2021, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, and Tidewater Utilities, Inc, filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
10.46
Loan Agreement, dated May 1, 2022, between New Jersey Infrastructure Bank and the Company (Series 2022A), filed as Exhibit 10.40 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.
86
EXHIBIT INDEX
Exhibit
No.
Document
Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.47
Loan
Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection,
and the Company (Series 2022B) filed as Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2022.
10.48
Bond
Purchase Agreement, dated March 2, 2023, between New York Life Insurance Company and Affiliates and the Company (Series 2023A) filed
as Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.49
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc., filed as Exhibit 10.49 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.50
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.50 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.51
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.51 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.52
Multiple
Advance Term Promissory Note, dated May 22, 2023, between Pinelands Water Company and CoBank, ACB, filed as Exhibit 10.53 of the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
10.53
Multiple
Advance Term Promissory Note, dated May 22, 2023, between Pinelands Wastewater Company and CoBank, ACB, filed as Exhibit 10.54 of
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
10.54
Settlement
Agreement, dated as of August 28, 2023, between Middlesex Water Company and 3M Company, filed as Exhibit 10.55 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
10.55
Consulting
Agreement, dated March 1, 2024, between the Company and Dennis W. Doll, filed as Exhibit 99.4 of the Company’s Current Report
on Form 8-K dated January 23, 2024.
87
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
*19
Middlesex Water Company Insider Trading Policy.
*21
Middlesex Water Company Subsidiaries.
*23.1
Consent of Independent Registered Public Accounting Firm, Baker Tilly US, LLP.
*31
Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
*31.1
Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
*32
Section 906 Certification by Dennis W. Doll pursuant to 18 U.S.C.§1350.
*32.1
Section 906 Certification by A. Bruce O’Connor pursuant to 18 U.S.C.§1350.
*97
Middlesex Water Company Incentive-Based Award Clawback Policy.
101.INS
XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
88