What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-01 · 107 added, 147 removed, 234 unchanged (52% of the section changed)

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,

Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded

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.

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

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

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

Various auditing and monitoring solutions have been implemented that provide greater transparency into changes made within our

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.

Evaluation of Disclosure Control and Procedures

The Company maintains disclosure controls and

procedures designed to provide reasonable assurance that the information required to be disclosed in the reports filed or submitted to

the United States Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act

of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal

financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

of the Company, with the participation of its principal executive officer and principal financial officer, has evaluated its disclosure

controls and procedures as of the end of the period covered by this report and, based on such evaluation, has concluded that the disclosure

controls and procedures are effective to provide such reasonable assurance.

Reasonable assurance is not absolute assurance, however, and

there can be no assurance that any design of controls or procedures would be effective under all potential future conditions, regardless

of how remote.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to

provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of the effectiveness of controls to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with policies or procedures may deteriorate.

Management of the Company assessed the effectiveness

of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

on that assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31,

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, 2024 as

stated in their report dated as of February 29, 2024, which is included herein.

/s/ Dennis W.

Bruce O’Connor

President and

Senior Vice President, Treasurer and

Chief Executive Officer

Chief Financial Officer

Iselin, New Jersey

February 29, 2024

stated in their report which is included herein.

Changes in Internal Controls

There has been no change in internal control over

financial reporting during the fourth quarter of 2024 that materially affected, or is reasonably likely to materially affect, the internal

controls over financial reporting of the Company.

OTHER INFORMATION.

2 unchanged sentences

is defined in Item 408(a) of Regulation S-K."

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

2 unchanged sentences

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

Water Company will be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated

herein by reference.

3 unchanged sentences

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

This information for Middlesex Water Company will

be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein

by reference.

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

Water Company will be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated

herein by reference.

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

This information for Middlesex Water Company will

be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein

by reference.

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

This information for Middlesex Water Company will

be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein

by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

3 unchanged sentences

Consolidated Statements of Income for each of the three

years in the period ended

December 31, 2023.

years in the period ended December 31, 2024.

Consolidated Statements of Cash Flows for each of the three

years in the period ended

December 31, 2023.

years in the period ended December 31, 2024.

Consolidated Statements of Capital Stock and Long-term Debt

13 unchanged sentences

MIDDLESEX WATER COMPANY

/s/ Dennis W.

/s/ Nadine Leslie

Nadine Leslie

President and Chief Executive Officer

3 unchanged sentences

indicated on February 28, 2025.

Bruce O’Connor

Senior Vice President, Treasurer and Chief Financial Officer

/s/ Mohammed G.

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

2 unchanged sentences

(Principal Accounting Officer)

/s/ Dennis W.

Chairman of the Board, President, Chief Executive Officer and Director

/s/ Nadine Leslie

Nadine Leslie

President, Chief Executive Officer and Director

(Principal Executive Officer)

1 unchanged sentence

Joshua Bershad, M.D.

/s/ Dennis W.

Chairman of the Board and Director

/s/ Steven M.

29 unchanged sentences

Water Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended.

Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority.

Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No.

10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Treatment and Pumping Agreement, dated October 1, 2014, between the Company and the Township of East Brunswick, filed as Exhibit No.

11 unchanged sentences

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.

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.

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.

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.

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.

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.

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.

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.

Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Nadine Leslie, filed as Exhibit 10.6 of the Company’s Current Report on Form 8-K dated November 5, 2024.

Employment Agreement, dated as of June 24, 2024, between the Company and Mohammed G.

Zerhouni, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated June 10, 2024.

Change in Control Termination Agreement, , dated as of June 24, 2024, between the Company and Mohammed G.

Zerhouni, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated June 10, 2024.

Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Lorrie B.

Ginegaw, filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 5, 2024.

Employment Agreement, dated as of December 16, 2024, between the Company and Gregory Sorenson, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated November 26, 2024.

Change in Control Termination Agreement, dated as of December 16, 2024, between the Company and Gregory Sorenson, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated November 26, 2024.

Change in Control Termination Agreement, dated as of Novmeber 1, 2024, between the Company and Jay L.

Kooper, filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 5, 2024.

Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Robert K.

Fullagar, filed as Exhibit 10.3 of the Company’s Current Report on Form 8-K dated November 5, 2024.

EXHIBIT INDEX

Document Description

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.

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.

Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Georgia M.

Simpson, filed as Exhibit 10.4 of the Company’s Current Report on Form 8-K dated November 5, 2024.

Change in Control Termination Agreement, dated as of November 1, 2024 between the Company and Robert J.

Capko, filed as Exhibit 10.5 of the Company’s Current Report on Form 8-K dated November 5, 2024.

Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick.

68 unchanged sentences

June 30, 2023.

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,

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., filed as Exhibit 10.26(f) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Amendment to Loan Documents, dated January 24, 2025, 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.

($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems,

15 unchanged sentences

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., filed as Exhibit 10.27(d) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Amendment No.

4 ($60,000,000) to Uncommitted Loan Agreement, dated January 24, 2025, 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.

7 unchanged sentences

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.

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.

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 .

EXHIBIT INDEX

Document Description

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.

6 unchanged sentences

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.

EXHIBIT INDEX

Document Description

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.

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.

EXHIBIT INDEX

Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection,

16 unchanged sentences

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.

EXHIBIT INDEX

Document Description

Agreement, dated as of August 28, 2023, between Middlesex Water Company and 3M Company, filed as Exhibit 10.55 of the Company’s

3 unchanged sentences

on Form 8-K dated January 23, 2024.

Financing Agreement (Minos Conaway Project), dated May 17, 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, filed as Exhibit 10.55 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Financing Agreement (Kendale Road Project), dated May 17, 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., filed as Exhibit 10.56 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Financing Agreement (Bethany Bay Project), dated May 17, 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, filed as Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Financing Agreement (DelDOT – Lochmeath), dated May 17, 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;

filed as Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

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, filed as Exhibit 10.59 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

EXHIBIT INDEX

Document Description

Middlesex Water Company Insider Trading Policy.

Document Description Previous

19 Middlesex Water Company Insider Trading Policy, filed as Exhibit 19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

*21 Middlesex Water Company Subsidiaries.

*23.1 Consent of Independent Registered Public Accounting Firm, Baker Tilly US, LLP .

Section 302 Certification by Dennis W.

Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

Section 302 Certification by A.

Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

Section 906 Certification by Dennis W.

Doll pursuant to 18 U.S.C.§1350.

Section 906 Certification by A.

Bruce O’Connor pursuant to 18 U.S.C.§1350.

Middlesex Water Company Incentive-Based Award Clawback Policy.

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*31 Section 302 Certification by Nadine Leslie pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

*31.1 Section 302 Certification by Mohammed G.

Zerhouni pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

*32 Section 906 Certification by Nadine Leslie pursuant to 18 U.S.C.§1350.

*32.1 Section 906 Certification by Mohammed G.

Zerhouni pursuant to 18 U.S.C.§1350.

97 Middlesex Water Company Incentive-Based Award Clawback Policy, filed as Exhibit 97 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures