MIDDLESEX WATER CO 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30 , 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to______________________ Commission File Number 0-422 MIDDLESEX WATER COMPANY (Exact name of registrant as specified in its charter) New Jersey 22-1114430 (State of incorporation) (IRS employer identification no.) 485C Route One South , Iselin , New Jersey 08830 (Address of principal executive offices, including zip code) (732) 634-1500 (Registrant's telephone number, including area code) 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 MSEX NASDAQ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ The number of shares outstanding of each of the registrant's classes of common stock, as of October 31, 2024: Common Stock, No Par Value: 17,855,200 shares outstanding. INDEX PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited): Condensed Consolidated Statements of Income 1 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Cash Flows 3 Condensed Consolidated Statements of Capital Stock and Long-Term Debt 4 Condensed Consolidated Statements of Common Stockholders’ Equity 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures of Market Risk 24 Item 4. Controls and Procedures 25 PART II. OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27 SIGNATURES 28 MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Operating Revenues $ 55,100 $ 46,715 $ 144,770 $ 127,672 Operating Expenses: Operations and Maintenance 25,359 22,581 67,649 64,042 Depreciation 6,309 6,376 18,010 18,546 Other Taxes 5,931 4,936 16,430 14,104 Total Operating Expenses 37,599 33,893 102,089 96,692 Operating Income 17,501 12,822 42,681 30,980 Other Income: Allowance for Funds Used During Construction 354 496 787 2,162 Other Income, net 1,614 936 9,202 3,124 Total Other Income, net 1,968 1,432 9,989 5,286 Interest Charges 3,411 3,518 10,721 9,364 Income before Income Taxes 16,058 10,736 41,949 26,902 Income Taxes 1,739 746 6,402 1,143 Net Income 14,319 9,990 35,547 25,759 Preferred Stock Dividend Requirements 29 30 89 90 Earnings Applicable to Common Stock $ 14,290 $ 9,960 $ 35,458 $ 25,669 Earnings per share of Common Stock: Basic $ 0.80 $ 0.56 $ 1.99 $ 1.45 Diluted $ 0.80 $ 0.56 $ 1.98 $ 1.44 Average Number of Common Shares Outstanding : Basic 17,838 17,758 17,828 17,708 Diluted 17,952 17,873 17,943 17,823 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements 1 MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) September 30, December 31, ASSETS 2024 2023 UTILITY PLANT: Water Production $ 310,661 $ 303,791 Transmission and Distribution 837,233 809,862 General 104,103 100,593 Construction Work in Progress 34,995 19,636 TOTAL 1,286,992 1,233,882 Less Accumulated Depreciation 249,266 235,540 UTILITY PLANT - NET 1,037,726 998,342 CURRENT ASSETS: Cash and Cash Equivalents 6,344 2,390 Accounts Receivable, net of allowance for credit losses of $ 2,424 and $ 2,137 , respectively in 2024 and 2023 22,703 18,172 Litigation Settlement Receivable — 69,872 Unbilled Revenues 13,418 9,297 Materials and Supplies (at average cost) 6,550 6,972 Prepayments 3,131 1,833 TOTAL CURRENT ASSETS 52,146 108,536 OTHER ASSETS: Operating Lease Right of Use Asset 2,718 3,185 Preliminary Survey and Investigation Charges 2,018 1,932 Regulatory Assets 96,302 90,694 Non-utility Assets - Net 11,854 11,584 Employee Benefit Plans 26,851 21,779 TOTAL OTHER ASSETS 139,743 129,174 TOTAL ASSETS $ 1,229,615 $ 1,236,052 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, No Par Value $ 247,576 $ 246,764 Retained Earnings 194,359 176,227 TOTAL COMMON EQUITY 441,935 422,991 Preferred Stock 1,889 2,084 Long-term Debt 352,282 358,153 TOTAL CAPITALIZATION 796,106 783,228 CURRENT Current Portion of Long-term Debt 7,745 7,740 LIABILITIES: Notes Payable 17,500 42,750 Accounts Payable 32,355 27,618 Litigation Settlement Payable — 6,237 Accrued Taxes 13,408 10,535 Accrued Interest 2,396 3,138 Unearned Revenues and Advanced Service Fees 1,555 1,390 Other 4,953 4,421 TOTAL CURRENT LIABILITIES 79,912 103,829 COMMITMENTS AND CONTINGENT LIABILITIES (Note 7) OTHER LIABILITIES: Customer Advances for Construction 21,542 21,313 Lease Obligations 2,589 3,063 Accumulated Deferred Income Taxes 95,413 88,736 Regulatory Liabilities 53,920 113,021 Other 437 592 TOTAL OTHER LIABILITIES 173,901 226,725 CONTRIBUTIONS IN AID OF CONSTRUCTION 179,696 122,270 TOTAL CAPITALIZATION AND LIABILITIES $ 1,229,615 $ 1,236,052 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements 2 MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 35,547 $ 25,759 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 20,231 22,106 Provision for Deferred Income Taxes and Investment Tax Credits 408 ( 4,685 ) Equity Portion of Allowance for Funds Used During Construction (AFUDC) ( 465 ) ( 1,300 ) Cash Surrender Value of Life Insurance ( 318 ) ( 144 ) Stock Compensation Expense 1,227 1,790 Changes in Assets and Liabilities: Accounts Receivable ( 4,531 ) ( 2,972 ) Unbilled Revenues ( 4,121 ) ( 2,657 ) Materials and Supplies 422 ( 228 ) Prepayments ( 1,298 ) ( 294 ) Accounts Payable 4,737 3,757 Accrued Taxes 2,873 ( 4,019 ) Accrued Interest ( 742 ) 11 Employee Benefit Plans ( 5,781 ) ( 1,487 ) Unearned Revenue and Advanced Service Fees 165 94 Receovered Costs-Litigation Settlement ( 8,774 ) — Other Assets and Liabilities ( 2,245 ) 4,255 NET CASH PROVIDED BY OPERATING ACTIVITIES 37,335 39,986 CASH FLOWS FROM INVESTING ACTIVITIES: Utility Plant Expenditures, Including AFUDC-Debt of $ 322 in 2024 and $ 862 in 2023 ( 49,480 ) ( 73,074 ) NET CASH USED IN INVESTING ACTIVITIES ( 49,480 ) ( 73,074 ) CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of Long-term Debt ( 6,438 ) ( 16,460 ) Proceeds from Issuance of Long-term Debt 592 70,640 Net Short-term Bank Borrowings ( 25,250 ) ( 13,250 ) Proceeds from Litigation Settlement, net 63,635 — Deferred Debt Issuance Expense ( 54 ) ( 123 ) Common Stock Issuance Expense — ( 10 ) Payment of Grantee Withholding Taxes in Exchange for Restricted Stock ( 1,350 ) ( 619 ) Proceeds from Issuance of Common Stock 740 9,025 Payment of Common Dividends ( 17,326 ) ( 16,600 ) Payment of Preferred Dividends ( 89 ) ( 90 ) Construction Advances and Contributions-Net 1,639 ( 283 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 16,099 32,230 NET CHANGES IN CASH AND CASH EQUIVALENTS 3,954 ( 858 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,390 3,828 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,344 $ 2,970 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: Utility Plant received as Construction Advances and Contributions $ 6,959 $ 5,954 Litigation Settlement Receivable $ ( 6,237 ) $ 93,163 Litigation Settlement Payable $ ( 6,237 ) $ 27,949 Conversion of Preferred Stock into Common Stock $ 194 $ — SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash Paid During the Year for: Interest $ 11,695 $ 9,589 Interest Capitalized $ 322 $ 862 Income Taxes $ 2,413 $ 2,716 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements 3 MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT (Unaudited) (In thousands) September 30, December 31, 2024 2023 Common Stock, No Par Value Shares Authorized - 40,000 Shares Outstanding - 2024 - 17,855 ; 2023 - 17,821 $ 247,576 $ 246,764 Retained Earnings 194,359 176,227 TOTAL COMMON EQUITY $ 441,935 $ 422,991 Cumulative Preferred Stock, No Par Value: Shares Authorized - 120 Shares Outstanding - 2024- 19 ; 2023- 21 Convertible: Shares Outstanding, $7.00 Series - 2024- 8 ; 2023- 10 $ 810 $ 1,005 Nonredeemable: Shares Outstanding, $7.00 Series - 1 79 79 Shares Outstanding, $4.75 Series - 10 1,000 1,000 TOTAL PREFERRED STOCK $ 1,889 $ 2,084 Long-term Debt: First Mortgage Bonds, 0.00 %- 5.50 %, due 2026-2059 $ 274,602 $ 278,374 Amortizing Secured Notes, 3.94 %- 7.05 %, due 2028-2046 67,616 69,724 State Revolving Trust Notes, 2.00 %- 4.03 %, due 2025-2044 16,671 16,638 SUBTOTAL LONG-TERM DEBT 358,889 364,736 Add: Premium on Issuance of Long-term Debt 6,386 6,529 Less: Unamortized Debt Expense ( 5,248 ) ( 5,372 ) Less: Current Portion of Long-term Debt ( 7,745 ) ( 7,740 ) TOTAL LONG-TERM DEBT $ 352,282 $ 358,153 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements 4 MIDDLESEX WATER COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (Unaudited) (In thousands) Common Common Stock Stock Retained Shares Amount Earnings Total Balance at January 1, 2023 17,642 $ 233,054 $ 167,274 $ 400,328 Net Income — — 5,868 5,868 Middlesex Water Company Invesment Plan 29 2,342 — 2,342 Restricted Stock Award - Net - Employees — 360 — 360 Cash Dividends on Common Stock ($ 0.3125 per share) — — ( 5,513 ) ( 5,513 ) Cash Dividends on Preferred Stock — — ( 30 ) ( 30 ) Balance at March 31, 2023 17,671 $ 235,756 $ 167,599 $ 403,355 Net Income — — 9,901 9,901 Middlesex Water Company Invesment Plan 46 3,402 — 3,402 Restricted Stock Award - Net - Employees 7 27 — 27 Restricted Stock Award - Board of Directors 5 360 — 360 Cash Dividends on Common Stock ($ 0.3125 per share) — — ( 5,538 ) ( 5,538 ) Cash Dividends on Preferred Stock — — ( 30 ) ( 30 ) Balance at June 30, 2023 17,729 $ 239,545 $ 171,932 $ 411,477 Net Income — — 9,990 9,990 Middlesex Water Company Invesment Plan 42 3,281 — 3,281 Restricted Stock Award - Net - Employees — 424 — 424 Cash Dividends on Common Stock ($ 0.3125 per share) — — ( 5,549 ) ( 5,549 ) Cash Dividends on Preferred Stock — — ( 30 ) ( 30 ) Common Stock Expenses — — ( 10 ) ( 10 ) Balance at September 30, 2023 17,771 $ 243,250 $ 176,333 $ 419,583 Balance at January 1, 2024 17,821 $ 246,764 $ 176,227 $ 422,991 Net Income — — 10,682 10,682 Middlesex Water Company Invesment Plan 5 252 — 252 Restricted Stock Award - Net - Employees ( 12 ) ( 465 ) — ( 465 ) Cash Dividends on Common Stock ($ 0.3250 per share) — — ( 5,738 ) ( 5,738 ) Cash Dividends on Preferred Stock — — ( 30 ) ( 30 ) Balance at March 31, 2024 17,814 $ 246,551 $ 181,141 $ 427,692 Net Income — — 10,546 10,546 Middlesex Water Company Invesment Plan 5 253 — 253 Restricted Stock Award - Net - Employees 3 ( 187 ) — ( 187 ) Restricted Stock Award - Board of Directors 7 397 — 397 Cash Dividends on Common Stock ($ 0.3250 per share) — — ( 5,793 ) ( 5,793 ) Cash Dividends on Preferred Stock — — ( 30 ) ( 30 ) Balance at June 30, 2024 17,829 $ 247,014 $ 185,864 $ 432,878 Net Income — — 14,319 14,319 Middlesex Water Company Invesment Plan 4 235 — 182 Restricted Stock Award - Net - Employees — 133 — 186 Conversion of $7.00 Series Cumulative Convertible Stock 22 194 — 194 Cash Dividends on Common Stock ($ 0.3250 per share) — — ( 5,795 ) ( 5,795 ) Cash Dividends on Preferred Stock — — ( 29 ) ( 29 ) Balance at September 30, 2024 17,855 $ 247,576 $ 194,359 $ 441,935 See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements 5 MIDDLESEX WATER COMPANY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Basis of Presentation and Recent Developments Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), and Utility Service Affiliates (Perth Amboy) Inc. (USA-PA). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. The financial statements for Middlesex and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. The consolidated notes within the 2023 Annual Report on Form 10-K (the 2023 Form 10-K) are applicable to these financial statements and, in the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (including normal recurring accruals) to present fairly the Company’s financial position as of September 30, 2024, the results of operations for the three and nine month periods ended September 30, 2024 and 2023 and cash flows for the nine month periods ended September 30, 2024 and 2023. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company’s December 31, 2023 audited financial statements included in the 2023 Form 10-K. Recent Developments 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. 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. In anticipation of these new USEPA standards, in 2023, the Company began implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented. 6 Recent Accounting Guidance The recently issued accounting standards that have not yet been adopted by the Company as of September 30, 2024 are as follows: Standard Description Date of Adoption Application Effect on the Condensed Consolidated Financial Statements Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures” The ASU requires disclosure of significant segment expenses, extends certain annual disclosures to interim periods, and additional qualitative disclosures regarding the chief operating decision maker. The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2024 . Early adoption is permitted. Retrospective The Company is currently evaluating the requirements of ASU 2023-07. ASU 2023-09 “Improvements to Income Tax Disclosures” The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid. Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months. The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025 . Early adoption is permitted. Prospective, with retrospective application also permitted. The Company is currently evaluating the requirements of ASU 2023-09. Note 2 – Rate and Regulatory Matters Middlesex – The approval by the New Jersey Board of Public Utilities (NJBPU) in February 2024 of the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues by $ 15.4 million, effective March 1, 2024. The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $ 563.1 million, based on an authorized return on common equity of 9.6 %. Middlesex has made capital infrastructure investments to ensure prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service. In August 2023, Middlesex and 3M Company (3M) executed a settlement agreement (Settlement Agreement) to resolve a lawsuit Middlesex previously initiated claiming 3M introduced PFAS, which includes Perfluorooctanoic Acid (PFOA), into the Company’s water supply for its Park Avenue Wellfield Treatment Plant (Park Avenue Plant). The rate case settlement provides that the net proceeds from the 3M Settlement Agreement were to be used to mitigate the increase in customer rates and reimburse Middlesex for previously incurred costs for the construction of the Park Avenue Plant PFAS treatment upgrades, including depreciation and carrying costs. This resulted in the reclassification of $ 48.3 million from Regulatory Liabilities to Contributions in Aid of Construction from the December 31, 2023 balance sheet. In 2024, the Company also recognized the recovery of $ 0.9 million for depreciation and $ 4.1 million for carrying costs associated with the Park Avenue Plant PFAS treatment upgrades, as well as the recovery of $ 1.8 million of previously incurred operating treatment costs while the Park Avenue Plant PFAS treatment upgrades were in process. 7 The Middlesex Lead Service Line Replacement (LSLR) Plan, which was approved by the NJBPU in January 2024, has commenced and Middlesex submitted a customer surcharge filing with the NJBPU in July 2024 to recover costs incurred replacing Middlesex customer-owned lead service lines. The surcharge is for $ 1.4 million of costs incurred through June 2024, which are expected to be recovered between September 2024 and February 2025. The surcharge is required to be reset every six months over the life of the LSLR Plan. Cost recovery for replacing Company-owned lead service lines are recoverable through traditional rate making in connection with general rate case filings. In October 2024, Middlesex filed a second Distribution System Improvement Charge (DSIC) rate application that is expected to result in $ 1.1 million of annual revenues. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between general rate case proceedings. In October 2024, Middlesex filed a petition with the NJBPU seeking approval to set a Purchased Water Adjustment Clause tariff rate to recover additional costs of $ 0.6 million for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU. Tidewater - In September 2024, the Delaware Public Service Commission (DEPSC) approved Tidewater’s petition to recover up to $ 2.1 million of costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Through September 30, 2024, Tidewater has spent $ 1.7 million, which is included in Regulatory Assets and will be recovered through a surcharge mechanism. 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. Twin Lakes Utilities, Inc. (Twin Lakes) – Twin Lakes provides water services to approximately 115 residential customers in Shohola, Pennsylvania. Pursuant to the Pennsylvania Public Utility Code, Twin Lakes filed a petition requesting the Pennsylvania Public Utilities Commission (PAPUC) to order the acquisition of Twin Lakes by a capable public utility. The PAPUC assigned an Administrative Law Judge (ALJ) to adjudicate the matter and submit a recommended decision (Recommended Decision) to the PAPUC. As part of this legal proceeding the PAPUC also issued an Order in January 2021 appointing a large Pennsylvania based investor-owned water utility as the receiver (the Receiver Utility) of the Twin Lakes system until the petition is fully adjudicated by the PAPUC. In November 2021, the PAPUC issued an Order affirming the ALJ’s Recommended Decision, ordering the Receiver Utility to acquire the Twin Lakes water system and for Middlesex, the parent company of Twin Lakes, to submit $ 1.7 million into an escrow account within 30 days. Twin Lakes immediately filed a Petition For Review (PFR) with the Commonwealth Court of Pennsylvania (the Commonwealth Court) seeking reversal and vacation of the escrow requirement on the grounds that it violates the Pennsylvania Public Utility Code as well as the United States Constitution. In addition, Twin Lakes filed an emergency petition for stay of the PAPUC Order pending the Commonwealth Court’s review of the merits arguments contained in Twin Lakes’ PFR. In December 2021, the Commonwealth Court granted Twin Lakes’ emergency petition, pending its review. In August 2022, the Commonwealth Court issued an opinion upholding PAPUC’s November 2021 Order in its entirety. In September 2022, Twin Lakes filed a Petition For Allowance of Appeal (Appeal Petition) to the Supreme Court of Pennsylvania seeking reversal of the Commonwealth Court’s decision to uphold the escrow requirement on the grounds that the Commonwealth Court erred in failing to address Twin Lakes’ claims that because the $ 1.7 million escrow requirement placed on Middlesex violated Middlesex’s constitutional rights, Middlesex’s refusal to submit this escrow payment would jeopardize the relief Twin Lakes was otherwise entitled to in the appointment of the Receiver Utility. In March 2023, the Supreme Court of Pennsylvania issued a decision denying Twin Lakes’ Appeal Petition without addressing this claim on the merits. As a result of the Pennsylvania Courts’ failure to address Twin Lakes’ claim, Middlesex subsequently filed a Complaint with the United States District Court for the Middle District of Pennsylvania (US District Court) to address the issue of whether the PAPUC’s Order violated Middlesex’s rights under the United States Constitution. On January 18, 2024, the US District Court issued a decision dismissing Middlesex’s complaint without addressing Middlesex’s claims on the merits. On January 31, 2024, Middlesex filed a Notice of Appeal of the US District Court’s decision with the United States Court of Appeals for the Third Circuit (Third Circuit Court). Briefing before the Third Circuit Court is complete and a three-judge panel will issue a written decision based on the briefs without scheduling any oral arguments. The decision is expected to be issued in the first half of 2025. The estimated loss recorded by the Company related to this matter, the financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex. 8 Note 3 – Capitalization Common Stock – During the nine months ended September 30, 2024 and 2023, there were 13,498 common shares (approximately $ 0.7 million) and 118,501 common shares (approximately $ 9.0 million) respectively, issued under the Middlesex Water Company Investment Plan. Middlesex has received approval from the NJBPU to issue and sell up to 1.0 million shares of its common stock, without par value, through December 31, 2025. Sales of additional shares of common stock are part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program. As described below in “Long-term Debt”, the NJBPU also approved the debt funding component of the financing plan. In the third quarter of 2024, 1,849 shares of the Company’s no par $ 7.00 Series Cumulative and Convertible Preferred Stock were converted into 22,188 shares (approximately $ 0.2 million) of common stock. Long-term Debt – Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant. 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. A portion of the borrowings under the New Jersey SRF is interest-free. 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. Under the New Jersey SRF program, borrowers first enter into a construction loan agreement with the New Jersey Infrastructure Bank (NJIB) at a below market interest rate. When construction on the qualifying project is substantially complete, NJIB will coordinate the conversion of the construction loan into a long-term securitized loan with a portion of the principal balance having a stated interest rate of zero percent ( 0 %) and a portion of the principal balance at a market interest rate at the time of closing using the credit rating of the State of New Jersey. Under the Delaware SRF program, borrowers 1) enter into a long-term note agreement for a term not to exceed twenty years, 2) submit requisitions for cost reimbursements during the construction period for up to two years after the agreement is executed and 3) as the proceeds are received from the requisitions, borrowers record a corresponding debt obligation amount. In May 2024, Tidewater closed on four DEPSC-approved Delaware SRF loans totaling $ 5.6 million, all at interest rates of 2.0 % with expected 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 September 30, 2024. Each project has its own construction timetable with the last spending set to occur in 2026. 9 In September 2024, Tidewater closed on a $ 2.2 million Delaware SRF loan with a 0.0 % interest rate with expected 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 expects to draw down on this loan in the fourth quarter of 2024. Separately, Tidewater has two active construction projects funded by prior year Delaware SRF loans totaling $ 8.3 million with remaining availability of funds for borrowing. These loans are for the construction of a one million gallon elevated storage tank and construction, relocation, improvement, and interconnection of transmission mains. Tidewater has drawn a total of $ 4.9 million through September 30, 2024 and expects that the requisitions will continue through the second quarter of 2025. Fair Value of Financial Instruments – The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value. The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of First Mortgage Bonds (FMBs) and SRF Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues. Under the fair value hierarchy, the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable and the FMBs in the table below are classified as Level 2 measurements. The carrying amount and fair value of the FMBs were as follows: (Thousands of Dollars) September 30, 2024 December 31, 2023 Carrying Fair Carrying Fair Amount Value Amount Value FMBs $ 129,602 $ 127,760 $ 133,374 $ 131,745 It was not practicable to estimate the fair value on our outstanding long-term debt for which there is no quoted market price and there is not an active trading market. For details, including carrying value, interest rates and due dates on these series of long-term debt, please refer to those series noted as “Amortizing Secured Notes” and “State Revolving Trust Notes” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt. The carrying amount of these instruments was $ 229.3 million and $ 231.3 million at September 30, 2024 and December 31, 2023, respectively. Customer advances for construction have carrying amounts of $ 21.5 million and $ 21.3 million at September 30, 2024 and December 31, 2023, respectively. Their relative fair values cannot be accurately estimated since future refund payments depend on several variables, including new customer connections, customer consumption levels and future rate increases. Substantially all of the utility plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions. 10 Note 4 – Earnings Per Share Basic earnings per share (EPS) are computed on the basis of the weighted average number of shares outstanding during the period presented. Diluted EPS assumes the conversion of the Convertible Preferred Stock $ 7.00 Series. (In Thousands Except per Share Amounts) Three Months Ended September 30, 2024 2023 Basic: Income Shares Income Shares Net Income $ 14,319 17,838 $ 9,990 17,758 Preferred Dividend ( 29 ) ( 30 ) Earnings Applicable to Common Stock $ 14,290 17,838 $ 9,960 17,758 Basic EPS $ 0.80 $ 0.56 Diluted: Earnings Applicable to Common Stock $ 14,290 17,838 $ 9,960 17,758 $ 7.00 Series Preferred Dividend 17 114 17 115 Adjusted Earnings Applicable to Common Stock $ 14,307 17,952 $ 9,977 17,873 Diluted EPS $ 0.80 $ 0.56 (In Thousands Except per Share Amounts) Nine Months Ended September 30, 2024 2023 Basic: Income Shares Income Shares Net Income $ 35,547 17,828 $ 25,759 17,708 Preferred Dividend ( 89 ) ( 90 ) Earnings Applicable to Common Stock $ 35,458 17,828 $ 25,669 17,708 Basic EPS $ 1.99 $ 1.45 Diluted: Earnings Applicable to Common Stock $ 35,458 17,828 $ 25,669 17,708 $ 7.00 Series Preferred Dividend 50 115 51 115 Adjusted Earnings Applicable to Common Stock $ 35,508 17,943 $ 25,720 17,823 Diluted EPS $ 1.98 $ 1.44 Note 5 – Business Segment Data The Company has identified two reportable segments. One is the regulated business of collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey and Delaware. This segment also includes regulated wastewater systems in New Jersey and Delaware. The Company is subject to regulations as to its rates, services and other matters by New Jersey and Delaware with respect to utility services within these states. The other segment is primarily comprised of non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware. Inter-segment transactions relating to operational costs are treated as pass-through expenses. Finance charges on inter-segment loan activities are based on interest rates that are below what would normally be charged by a third-party lender. 11 (In Thousands) Three Months Ended Nine Months Ended September 30, September 30, Operations by Segments: 2024 2023 2024 2023 Revenues: Regulated $ 52,252 $ 43,763 $ 135,682 $ 118,625 Non – Regulated 3,325 3,251 9,940 9,649 Inter-segment Elimination ( 477 ) ( 299 ) ( 852 ) ( 602 ) Consolidated Revenues $ 55,100 $ 46,715 $ 144,770 $ 127,672 Operating Income: Regulated $ 16,673 $ 12,008 $ 39,990 $ 28,543 Non – Regulated 828 814 2,691 2,437 Consolidated Operating Income $ 17,501 $ 12,822 $ 42,681 $ 30,980 Net Income: Regulated $ 13,697 $ 9,384 $ 33,576 $ 24,017 Non – Regulated 622 606 1,971 1,742 Consolidated Net Income $ 14,319 $ 9,990 $ 35,547 $ 25,759 Capital Expenditures: Regulated $ 20,743 $ 22,415 $ 49,444 $ 72,994 Non – Regulated — 24 36 80 Total Capital Expenditures $ 20,743 $ 22,439 $ 49,480 $ 73,074 As of As of September 30, 2024 December 31, 2023 Assets: Regulated $ 1,236,131 $ 1,235,549 Non – Regulated 9,525 8,068 Inter-segment Elimination ( 16,041 ) ( 7,565 ) Consolidated Assets $ 1,229,615 $ 1,236,052 Note 6 – Short-term Borrowings The Company maintains lines of credit aggregating $ 140.0 million. (Millions) As of September 30, 2024 Outstanding Available Maximum Credit Type Renewal Date Bank of America $ — $ 60.0 $ 60.0 Uncommitted January 24, 2025 PNC Bank 17.5 $ 50.5 68.0 Committed January 31, 2026 CoBank, ACB — 12.0 12.0 Committed May 20, 2026 $ 17.5 $ 122.5 $ 140.0 The interest rates are set for borrowings under the Bank of America and PNC Bank lines of credit using the Secured Overnight Financing Rate (SOFR) and then adding a specific financial institution credit spread. The interest rate for borrowings under the CoBank, ACB (CoBank) line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR and adding a credit spread. There is no requirement for a compensating balance under any of the established lines of credit. 12 The borrowings outstanding under the PNC Bank lines of credit as of September 30, 2024 mature daily and are being rolled over on a daily basis. The weighted average interest rate on the outstanding borrowings at September 30, 2024 under these credit lines is 5.94 %. The weighted average daily amounts of borrowings outstanding under these credit lines and the weighted average interest rates on those amounts were as follows: (In Thousands) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Average Daily Amounts Outstanding $ 23,476 $ 25,015 $ 44,620 $ 32,860 Weighted Average Interest Rates 6.41 % 6.37 % 6.42 % 5.89 % Note 7 – Commitments and Contingent Liabilities Water Supply – Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2048 . This agreement with the NJWSA provides for an average purchase of 27 million gallons a day (mgd) with a peak up to 47.0 mgd. Pricing is set annually by the NJWSA through a public rate making process. The agreement has provisions for additional pricing in the event Middlesex overdrafts or exceeds certain monthly and annual thresholds. Middlesex also has an agreement with a non-affiliated NJBPU-regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2026 , provides for the minimum purchase of 3.0 mgd of treated water with provisions for additional purchases if needed. Tidewater contracts with the City of Dover in Delaware to purchase treated water of up to 60.0 million gallons annually. Purchased water costs are shown below: (In Thousands) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Treated $ 796 $ 1,607 $ 2,697 $ 4,353 Untreated 611 812 2,322 2,352 Total Costs $ 1,407 $ 2,419 $ 5,019 $ 6,705 Leases – The Company determines if an arrangement is a lease at inception. Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset. The Company has entered into an operating lease of office space for administrative purposes, expiring in 2030. The Company has not entered into any finance leases. The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company. The right-of-use (ROU) asset recorded represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such the Company used an estimated incremental borrowing rate ( 4.03 %) based on the information available at the commencement date in determining the present value of lease payments. 13 Given the impacts of accounting for regulated operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent with lease expense and were $ 0.2 million for each of the three months ended September 30, 2024 and 2023, respectively, and $ 0.6 million for each of the nine months ended September 30, 2024 and 2023, respectively. Information related to operating lease ROU assets and lease liabilities is as follows: (In Millions) As of September 30, 2024 December 31, 2023 ROU Asset at Lease Inception $ 7.3 $ 7.3 Accumulated Amortization ( 4.6 ) ( 4.1 ) ROU Asset $ 2.7 $ 3.2 The Company’s future minimum operating lease commitments as of September 30, 2024 are as follows: (In Millions) 2024 $ 0.2 2025 0.8 2026 0.9 2027 0.9 2028 0.9 Thereafter 0.9 Total Lease Payments $ 4.6 Imputed Interest ( 1.4 ) Present Value of Lease Payments 3.2 Less Current Portion* ( 0.6 ) Non-Current Lease Liability $ 2.6 *Included in Other Current Liabilities Construction – The Company has entered into several construction contracts that, in the aggregate, obligate expenditure of an estimated $ 14.5 million in the future. The actual amount and timing of capital expenditures is dependent on the need for upgrade or replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain issues and continued refinement of project scope and costs. With continued higher mortgage interest rates, as well as other financial market uncertainties, there is no assurance that projected customer growth and residential new home construction and sales will occur. PFOA Matter – In November 2021, the Company was served with two PFOA-related class action lawsuits seeking restitution for medical, water replacement and other related costs and economic damages. Middlesex and 3M agreed to enter into a joint mediation on these lawsuits. On August 30, 2024 , the parties to the two PFOA-related class action lawsuits entered into a signed Settlement Term Sheet (Term Sheet) to resolve both matters. The parties are in the process of memorializing the settlement into a Settlement Agreement that is expected to be completed in the fourth quarter of 2024. The Company does not believe that the Term Sheet nor the anticipated Settlement Agreement, once executed, will have any material financial or operational impact to Middlesex. See Note 2 for additional details. Contingencies – Based on our operations in the heavily-regulated water and wastewater industries, the Company is routinely involved in disputes, claims, lawsuits and other regulatory and legal matters, including responsibility for fines and penalties relative to regulatory compliance. At this time, Management does not believe the final resolution of any such matters, whether asserted or unasserted, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, the Company maintains business insurance coverage that may mitigate the effect of any current or future loss contingencies. 14 Change in Control Agreements – The Company has Change in Control Agreements with its executive officers that provide compensation and benefits in the event of termination of employment under certain conditions in connection with a change in control of the Company. Note 8 – Employee Benefit Plans Pension Benefits – The Company’s defined benefit pension plan (Pension Plan) covers all active employees hired prior to April 1, 2007. Employees hired after March 31, 2007 are not eligible to participate in this plan, but do participate in a defined contribution plan that provides for a potential annual contribution in an amount at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation. For the three month period ended September 30, 2024, the Company did not make cash contributions to the Pension Plan. For the nine month period ended September 30, 2024, the Company contributed $ 2.0 million to the Pension Plan. For the three and nine month periods ended September 30, 2023, the Company did not make cash contributions to the Pension Plan. The Company does not expect to make any additional cash contributions to the Pension Plan over the remainder of the current year. Other Postretirement Benefits – The Company’s retirement plan other than pensions (Other Benefits Plan) covers substantially all currently eligible retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance. For each of the nine month periods ended September 30, 2024 and 2023, the Company did not make cash contributions to its Other Benefits Plan. The Company expects to make additional Other Benefits Plan cash contributions of $ 0.9 million over the remainder of the current year. The following tables set forth information relating to the Company’s periodic costs (benefit) for its employee retirement benefit plans: (In Thousands) Pension Benefits Other Benefits Three Months Ended September 30, 2024 2023 2024 2023 Service Cost $ 318 $ 388 $ 80 $ 98 Interest Cost 1,070 1,067 328 402 Expected Return on Assets ( 1,580 ) ( 1,466 ) ( 846 ) ( 771 ) Amortization of Unrecognized Losses 38 164 ( 275 ) ( 48 ) Net Periodic (Benefit) Cost* $ ( 154 ) $ 153 $ ( 713 ) $ ( 319 ) (In Thousands) Pension Benefits Other Benefits Nine Months Ended September 30, 2024 2023 2024 2023 Service Cost $ 953 $ 1,163 $ 240 $ 293 Interest Cost 3,210 3,202 985 1,206 Expected Return on Assets ( 4,741 ) ( 4,399 ) ( 2,538 ) ( 2,312 ) Amortization of Unrecognized Losses 114 493 ( 824 ) ( 143 ) Net Periodic (Benefit) Cost* $ ( 464 ) $ 459 $ ( 2,137 ) $ ( 956 ) * Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income (Expense), net. 15 Note 9 – Revenue Recognition from Contracts with Customers The Company’s revenues are primarily generated from regulated tariff-based sales of water and wastewater services and non-regulated operation and maintenance contracts for services on water and wastewater systems owned by others. Revenue from contracts with customers is recognized when control of a promised good or service is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company’s regulated revenue from contracts with customers results from tariff-based sales from the provision of water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly. Payments by customers are due between 15 and 30 days after the invoice date. Revenue is recognized as the water and wastewater services are delivered to customers as well as from accrual of unbilled revenues estimated from the last meter reading date to the end of the accounting period utilizing factors such as historical customer data, regional weather indicators and general economic conditions in the relevant service territories. Unearned Revenues and Advance Service Fees include fixed service charge billings in advance to Tidewater customers recognized as service is provided to the customer. Non-regulated service contract revenues consist of base service fees, as well as fees for additional billable services provided to customers. Fees are billed monthly and are due within 30 days after the invoice date. The Company considers the amounts billed to represent the value of these services provided to customers. These contracts expire at various times through June 2032 and contain remaining performance obligations for which the Company expects to recognize revenue in the future. These contracts also contain termination provisions. Substantially all of the amounts included in operating revenues and accounts receivable are from contracts with customers. The Company records its allowance for credit losses based on historical write-offs combined with an evaluation of current economic conditions within its service territories. The Company’s contracts do not contain any significant financing components. The Company’s operating revenues are comprised of the following: (In Thousands) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Regulated Tariff Sales Residential $ 28,889 $ 25,070 $ 73,955 $ 66,726 Commercial 9,693 6,926 24,252 18,553 Industrial 3,799 3,396 10,573 9,041 Fire Protection 3,641 3,203 10,589 9,453 Wholesale 5,839 4,958 15,720 14,479 Non-Regulated Contract Operations 3,208 3,137 9,588 9,309 Total Revenue from Contracts with Customers $ 55,069 $ 46,690 $ 144,677 $ 127,561 Other Regulated Revenues 391 210 595 373 Other Non-Regulated Revenues 117 114 350 340 Inter-segment Elimination ( 477 ) ( 299 ) ( 852 ) ( 602 ) Total Revenue $ 55,100 $ 46,715 $ 144,770 $ 127,672 16 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Middlesex Water Company (Middlesex or the Company) included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Forward-Looking Statements Certain statements contained in this periodic report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The Company intends that these statements be covered by the safe harbors created under those laws. They include, but are not limited to statements as to: - expected financial condition, performance, prospects and earnings of the Company; - strategic plans for growth; - the amount and timing of rate increases and other regulatory matters, including the recovery of certain costs recorded as regulatory assets; - the Company’s expected liquidity needs during the upcoming fiscal year and beyond and the sources and availability of funds to meet its liquidity needs; - expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results; - financial projections; - the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets; - the ability of the Company to pay dividends; - the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs; - the safety and reliability of the Company’s equipment, facilities and operations; - the Company’s plans to renew municipal franchises and consents in the territories it serves; - trends; and - the availability and quality of our water supply. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to: - effects of general economic conditions; - increases in competition for growth in non-franchised markets to be potentially served by the Company; - ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the Company’s control; - availability of adequate supplies of quality water; - actions taken by government regulators, including decisions on rate increase requests; - new or modified water quality standards and compliance with related legal and regulatory requirements; - weather variations, including climate variability, and other natural phenomena impacting utility operations; - financial and operating risks associated with acquisitions and/or privatizations; - acts of war or terrorism; - cyber-attacks; - changes in the pace of new housing development; - availability and cost of capital resources; - timely availability of materials and supplies for operations and critical infrastructure projects; - effectiveness of internal control over financial reporting; - impact of pandemics; and - other factors discussed elsewhere in this report. 17 Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A. - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Overview Middlesex Water Company (Middlesex or the Company) has operated as a water utility in New Jersey since 1897 and in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992. We are in the business of collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes. We operate water and wastewater systems under contract for governmental entities and private entities primarily in New Jersey and Delaware and provide regulated wastewater services in New Jersey. We are regulated by state public utility commissions as to rates charged to customers for water and wastewater services, as to the quality of water and wastewater service we provide and as to certain other matters in the states in which our regulated subsidiaries operate. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated public utilities as related to rates and services quality. All municipal or commercial entities whose utility operations are managed by these entities, however, are subject to environmental regulation at the federal and state levels. Our principal New Jersey water utility system (the Middlesex System) provides water services to approximately 60,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey. Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 61,000 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. USA-PA operates the water and wastewater systems for the City of Perth Amboy, New Jersey (Perth Amboy) under a 10-year operations and maintenance contract expiring in 2028. In addition to performing day-to day operations, USA-PA is also responsible for emergency response and management of capital projects funded by Perth Amboy. USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2032. USA also operates the Borough of Highland Park, New Jersey’s (Highland Park) water and wastewater systems under a 10-year operations and maintenance contract expiring in 2030. In addition to performing day-to-day service operations, USA is responsible for emergency response and management of capital projects funded by Avalon and Highland Park. Under a marketing agreement with HomeServe USA Corp. (HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware water and wastewater related services and home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities. 18 Recent Developments Middlesex Base Rate Increase Approval - In February 2024, the New Jersey Board of Public Utilities (NJBPU) approved the negotiated settlement which is expected to increase annual operating revenues by $15.4 million effective March 1, 2024. The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $563.1 million, based on an authorized return on common equity of 9.6%. Middlesex has made capital infrastructure investments to ensure prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service. Middlesex Distribution System Improvement Charge (DSIC) - In October 2024, Middlesex filed a second DSIC rate application that is expected to result in $1.1 million of annual revenues. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between general rate case proceedings. Middlesex Purchase Water Adjustment Clause (PWAC)- In October 2024, Middlesex filed a petition with the NJBPU seeking approval to set a PWAC tariff rate to recover additional costs of $0.6 million for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU. Tidewater Lead Service Line Inventory Costs Recovery - In September 2024, the Delaware Public Service Commission (DEPSC) approved Tidewater’s petition to recover up to $2.1 million of costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Through September 30, 2024, Tidewater has spent $1.7 million, which is included in Regulatory Assets and will be recovered through a surcharge mechanism. 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. 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. 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. In anticipation of these new USEPA standards, in 2023, the Company began, and continues, implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented. 19 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 2024 projects include, but are not limited to: ● Replacement of approximately 17,000 linear feet of cast iron 6" water main with ductile iron 8” water main in Woodbridge, New Jersey; ● Replacement of control room and electrical distribution equipment at our Carl J. Olsen Surface Water Treatment Plant (CJO Plant) in Edison, New Jersey; ● Supply and storage improvements and installation of emergency generators at several of our Tidewater facilities; ● Upgrades and improvements to our Enterprise Resource Planning System; and ● Various water main replacements and improvements. The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects. Outlook Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management and customer growth. These factors are discussed in the Results of Operations section below. Unfavorable weather patterns may occur at any time, which can result in lower customer demand for water. We continue to make investments in system infrastructure and our operating costs continue to increase in 2024 in a variety of categories. These factors, among others, required a base rate increase request filing for Tidewater in the third quarter of 2024 and will likely require a base rate increase request filing for Middlesex in 2025. Overall, organic residential customer growth continues in our Tidewater system (approximately 4% in 2023). However, current and evolving economic market conditions may challenge that growth. Our strategy for profitable growth is focused on the following key areas: ● Invest in projects, products and services that complement our core water and wastewater competencies; ● Timely and adequate recovery of infrastructure investments and other costs to maintain service quality; ● Prudent acquisitions of investor and municipally-owned water and wastewater utilities; and ● Operation of municipal and industrial water and wastewater systems on a contract basis which meet our risk profile. Operating Results by Segment The discussion of the Company’s operating results is on a consolidated basis and includes significant factors by subsidiary. The Company has two operating segments, Regulated and Non-Regulated. The operations of the Regulated segment are subject to regulations promulgated by state public utility commissions as to rates and level of service. Rates and level of service in the Non-Regulated segment are subject to the terms of individually-negotiated and executed contracts with municipal, industrial and other clients. Both segments are subject to federal and state environmental, water and wastewater quality and other associated legal and regulatory requirements. The segments in the tables included below consist of the following companies: Regulated-Middlesex, Tidewater, Pinelands and Southern Shores; Non-Regulated-USA, USA-PA, and White Marsh. 20 Results of Operations – Three Months Ended September 30, 2024 (In Thousands) Three Months Ended September 30, 2024 2023 Regulated Non- Regulated Total Regulated Non- Regulated Total Operating Revenues $ 51,892 $ 3,208 $ 55,100 $ 43,578 $ 3,137 $ 46,715 Operations and Maintenance Expense 23,092 2,267 25,359 20,376 2,205 22,581 Depreciation 6,245 64 6,309 6,311 65 6,376 Other Taxes 5,882 49 5,931 4,883 53 4,936 Operating Income $ 16,673 $ 828 $ 17,501 $ 12,008 $ 814 $ 12,822 Other Income, net 1,892 76 1,968 1,354 78 1,432 Interest Charges 3,411 — 3,411 3,518 — 3,518 Income Taxes Expense 1,457 282 1,739 460 286 746 Net Income $ 13,697 $ 622 $ 14,319 $ 9,384 $ 606 $ 9,990 Operating Revenues Operating revenues for the three months ended September 30, 2024 increased $8.4 million from the same period in 2023 due to the following factors: ● Middlesex System revenues increased $6.1 million due to the approved base rate increase effective March 1, 2024 and increased weather-driven customer demand; ● Tidewater System revenues increased $2.1 million due to customer growth and increased weather-driven customer demand; ● Pinelands revenues increased $0.1 million due to increased weather-driven customer water demand and scheduled rate increases resulting from Pinelands’ 2023 base rate increases; and ● Non-regulated revenues increased $0.1 million, primarily due to higher supplemental contract services. Operations and Maintenance Expense Operations and Maintenance Expense for the three months ended September 30, 2024 increased $2.8 million from the same period in 2023 due to increased legal, financial and regulatory matter costs, an enhanced water treatment process at Middlesex’s Park Avenue Plant, increased labor costs due to annual wage increases and higher energy and chemical costs due to increased water demand. Depreciation Depreciation expense for the three months ended September 30, 2024 decreased $0.1 million from the same period in 2023 due to less average utility plant in service during the quarter. The conclusion of Middlesex’s 2023 base rate increase request allowed proceeds from the 3M Settlement Agreement to reimburse Middlesex for previously incurred costs for the construction of the Park Avenue Plant PFAS treatment upgrades. See Note 2 for additional details. Other Taxes Other Taxes for the three months ended September 30, 2024 increased $1.0 million from the same period in 2023 primarily due to higher gross receipts taxes on higher revenues in our Middlesex System and higher payroll related taxes on increased labor costs. Other Income, net Other Income, net for the three months ended September 30, 2024 increased $0.5 million from the same period in 2023 due primarily to higher actuarially-determined retirement benefit plans non-service benefit. Lower Allowance for Funds Used During Construction resulting from a lower level of capital projects in progress partially offset these increases. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including carrying costs, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details. 21 Interest Charges Interest Charges for the three months ended September 30, 2024 decreased $0.1 million from the same period in 2023 due to lower average debt outstanding. Income Taxes Income Taxes for the three months ended September 30, 2024 increased by $1.0 million from 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 offset by the recovery of income taxes on the taxable portion of the proceeds from the 3M Settlement Agreement recognized in the current period. See Note 2 for additional details. Results of Operations – Nine Months Ended September 30, 2024 (In Thousands) Nine Months Ended September 30, 2024 2023 Regulated Non- Regulated Total Regulated Non- Regulated Total Operating Revenues $ 135,181 $ 9,589 $ 144,770 $ 118,363 $ 9,309 $ 127,672 Operations and Maintenance Expense 61,115 6,534 67,649 57,548 6,494 64,042 Depreciation 17,812 198 18,010 18,350 196 18,546 Other Taxes 16,264 166 16,430 13,922 182 14,104 Operating Income 39,990 2,691 42,681 28,543 2,437 30,980 Other Income, net 9,804 185 9,989 5,126 160 5,286 Interest Charges 10,721 — 10,721 9,364 — 9,364 Income Taxes Expense 5,497 905 6,402 288 855 1,143 Net Income $ 33,576 $ 1,971 $ 35,547 $ 24,017 $ 1,742 $ 25,759 Operating Revenues Operating Revenues for the nine months ended September 30, 2024 increased $17.1 million from the same period in 2023 due to the following factors: ● Middlesex System revenues increased $12.9 million due to the approved base rate increase effective March 1, 2024, increased weather-driven customer demand and higher commercial and industrial customer billings; ● Tidewater System revenues increased $3.5 million due to customer growth and increased weather-driven customer demand; ● Pinelands revenues increased $0.4 million due to scheduled rate increases resulting from Pinelands’ 2023 base rate increase and increased weather-driven water customer demand; and ● Non-regulated revenues increased $0.3 million, primarily due to higher supplemental contract services. Operations and Maintenance Expense Operations and Maintenance Expense for the nine months ended September 30, 2024 increased $3.6 million from the same period in 2023 due to increased legal, financial and regulatory matter costs, an enhanced water treatment process at Middlesex’s Park Avenue Plant, increased labor costs due to annual wage increases and higher energy costs due to increased water demand. 22 Depreciation Depreciation for the nine months ended September 30, 2024 decreased $0.5 million from the same period in 2023 due to the recovery of prior year depreciation related to upgrades at Middlesex’s Park Avenue Plant partially offset by additional utility plant in service. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including depreciation, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details. Other Taxes Other Taxes for the nine months ended September 30, 2024 increased $2.3 million from the same period in 2023 primarily due to higher gross receipts taxes on higher revenues in Middlesex and higher payroll related taxes on increased labor costs. Other Income, net Other Income, net for the nine months ended September 30, 2024 increased $4.7 million from the same period in 2023 due primarily to the recovery of carrying costs on the PFAS treatment upgrades at Middlesex’s Park Avenue Plant and higher actuarially-determined retirement benefit plans non-service benefit. Lower Allowance for Funds Used During Construction resulting from a lower level of capital projects in progress partially offset these increases. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including carrying costs, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details. Interest Charges Interest Charges for the nine months ended September 30, 2024 increased $1.4 million from the same period in 2023 due to higher average debt outstanding and an increase in average borrowing rates. Income Taxes Income Taxes for the nine months ended September 30, 2024 increased by $5.3 million from 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 offset by the recovery of income taxes on the taxable portion of the proceeds from the 3M Settlement Agreement recognized in the current period. See Note 2 for additional details. Liquidity and Capital Resources Operating Cash Flows Cash flows from operations are largely based on four factors: weather, adequate and timely rate increases, effective cost management and customer growth. The effect of those factors on net income is discussed in “Results of Operations.” For the nine months ended September 30, 2024, cash flows from operating activities decreased $2.7 million to $37.3 million. The decrease in cash flows from operating activities primarily resulted from accrued recovered costs from Middlesex’s 3M Settlement, increases in customer receivables and unbilled revenues and higher interest payments partially offset by the impact of Middlesex’s approved base rate increase effective March 1, 2024. Investing Cash Flows For the nine months ended September 30, 2024, cash flows used in investing activities decreased $23.6 million to $49.5 million due to decreased utility plant expenditures in 2024. 23 For further discussion on the Company’s future capital expenditures and expected funding sources, see “ Capital Expenditures and Commitments ” below. Financing Cash Flows For the nine months ended September 30, 2024, cash flows from financing activities decreased $16.1 million to $16.1 million. The decrease in cash flows provided by financing activities is due to lower proceeds from the issuance of common stock under the Middlesex Water Company Investment Plan (Investment Plan) and long-term debt offset by proceeds received from a litigation settlement. Capital Expenditures and Commitments 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 Investment Plan and proceeds from sales offerings to the public of our common stock. In addition, in July 2024, we received net proceeds of $63.6 million from the 3M Settlement Agreement, which were used to pay down our lines of credit outstanding balance to further support the funding of our capital program. Middlesex has received approval from the NJBPU to borrow up to $300.0 million from the New Jersey State Revolving Fund (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. In May 2024, Tidewater closed on four DEPSC-approved Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with expected 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. Each project has its own construction timetable with the last spending set to occur in 2026. In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate. 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 expects to draw down on this loan in the fourth quarter of 2024. In order to fully fund the ongoing investment program in our utility plant infrastructure and maintain a balanced capital structure consistent with regulators’ expectations for a regulated water utility, Middlesex may offer for sale additional shares of its common stock. The amount, timing and method of sale of common stock is dependent on the timing of construction expenditures, the level of additional debt financing and financial market conditions. As approved by the NJBPU, the Company is authorized to issue and sell up to 1.0 million shares of its common stock in one or more transactions through December 31, 2025. Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements and guidance. Item 3. Quantitative and Qualitative Disclosures of Market Risk We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2025 to 2059. Over the next twelve months, approximately $7.7 million of the current portion of existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest charged by 10% on those borrowings would not have a material effect on our earnings. Our risks associated with price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates charged to the Company’s regulated utility customers. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows. 24 We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through customers’ rates. The Company's retirement benefit plan assets are subject to fluctuating market prices of debt and equity securities. Changes to the Company's retirement benefit plan asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Risk is mitigated by our ability to recover retirement benefit plan costs through rates for regulated utility services charged to our customers. Item 4. Controls and Procedures Disclosure Controls and Procedures 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 quarter ended September 30, 2024. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that no changes in internal control over financial reporting occurred during the quarter ended September 30, 2024 that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting and that our disclosure controls and procedures were effective as of September 30, 2024. In 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 control over financial reporting as of December 31, 2022. As a result of this review, Baker Tilly re-examined the Company’s information technology general controls (ITGCs) in the areas of user access and change management over certain information technology (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. These ineffective controls created a possibility that material misstatements in financial reporting processes and financial statement accounts in our consolidated financial statements would not be prevented or detected on a timely basis and, therefore, based on the assessment, management concluded that they represented a material weakness in our internal control over financial reporting that continued to exist as of June 30, 2024. This material weakness did not result in any material misstatements to the Company’s financial statements. Our remediation process for the material weakness noted above included, but was not limited to, enhancements to our ITGCs and automated auditing features of our IT systems as well as increased monitoring of IT system changes made through certain user accounts. Since the material weakness was first identified, Management implemented various auditing and monitoring solutions 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. As of September 30, 2024, we have completed the design, implementation and testing of the additional controls to remediate the ITGC material weakness and have concluded that the controls were operating effectively and the material weakness has been remediated. 25 PART II. OTHER INFORMATION Item 1. Legal Proceedings The following information updates and amends the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 in Part I, Item 3—Legal Proceedings. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Company’s Form 10-K. PFOA Regulatory Notice of Non-Compliance Vera et al. v. Middlesex Water Company and Lonsk et al. v. Middlesex Water Company and 3M Company – On August 30, 2024, the parties to the Vera et al. v. Middlesex Water Company and Lonsk et al v. Middlesex Water Company litigations entered into a signed Settlement Term Sheet (Term Sheet) in a step towards resolution of both matters. The parties are in the process of memorializing the settlement into a Settlement Agreement that is expected to be completed by the parties in the Fourth Quarter of 2024. The Company does not believe that the Term Sheet and the anticipated Settlement Agreement, once executed, will have any material financial or operational impact to Middlesex. Item 1A. Risk Factors The information about risk factors does not differ materially from those set forth in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information (a) None. (b) None. (c) Insider Trading Arrangements and Policies - During the three months ended September 30, 2024, 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. 26 Item 6. Exhibits 10.59 Financing Agreement (Lead and Copper Rule Service Lines Field Verifications Project), dated September 27, 2024, 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. 31.1 Section 302 Certification by Nadine Leslie pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 31.2 Section 302 Certification by Mohammed G. Zerhouni pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. 32.1 Section 906 Certification by Nadine Leslie pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.2 Section 906 Certification by Mohammed G. Zerhouni pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.LAB XBRL Labels Linkbase Document 101.PRE XBRL Presentation Linkbase Document 101.DEF XBRL Definition Linkbase Document 104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MIDDLESEX WATER COMPANY By: /s/Mohammed G. Zerhouni Mohammed G. Zerhouni Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 28