Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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. Management
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.
68
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). Based
on that assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31,
2024.
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 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.
ITEM 9B. OTHER INFORMATION.
(a) None.
(b) Insider Trading Arrangements and Policies - During the three months ended December 31, 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."
(c) Form 8-K Disclosures – None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
69
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information with respect to Directors of 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.
Information regarding the Executive Officers of
Middlesex Water Company is included under Item 1. in Part I of this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION.
This information for Middlesex Water Company will
be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
This information for Middlesex
Water Company will be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
This information for Middlesex Water Company will
be included in Middlesex Water Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
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.
70
PART
IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1. The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report:
Consolidated Balance Sheets at December 31, 2024 and 2023.
Consolidated Statements of Income for each of the three
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, 2024.
Consolidated Statements of Capital Stock and Long-term Debt
as of December 31, 2024 and 2023.
Consolidated Statements of Common Stockholders’ Equity
for each of the three years in the period ended December 31, 2024.
Notes to Consolidated Financial Statements.
2.
Financial Statement Schedules
All Schedules are omitted because of the absence of the
conditions under which they are required or because the required information is shown in the financial statements or notes thereto.
3. Exhibits
See Exhibit listing immediately following the
signature page.
ITEM 16. FORM 10-K SUMMARY.
None.
71
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MIDDLESEX WATER COMPANY
By:
/s/ Nadine Leslie
Nadine Leslie
President and Chief Executive Officer
Date:
February 28, 2025
Pursuant to the requirements of the Securities
and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
indicated on February 28, 2025.
By:
/s/ Mohammed G. Zerhouni
Mohammed G. Zerhouni
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/ Robert J. Capko
Robert J. Capko
Corporate Controller
(Principal Accounting Officer)
By:
/s/ Nadine Leslie
Nadine Leslie
President, Chief Executive Officer and Director
(Principal Executive Officer)
By:
/s/ Joshua Bershad, M.D.
Joshua Bershad, M.D.
Director
By:
/s/ James F. Cosgrove Jr.
James F. Cosgrove Jr.
Director
By:
/s/ Dennis W. Doll
Dennis W. Doll
Chairman of the Board and Director
By:
/s/ Kim C. Hanemann
Kim C. Hanemann
Director
By:
/s/ Steven M. Klein
Steven M. Klein
Director
By:
/s/ Amy B. Mansue
Amy B. Mansue
Director
By:
/s/ Vaughn L. McKoy
Vaughn L. McKoy
Director
By:
/s/ Ann L. Noble
Ann L. Noble
Director
By:
/s/ Walter G. Reinhard
Walter G. Reinhard
Director
72
EXHIBIT INDEX
Exhibits designated with an asterisk (*) are filed
herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the
documents indicated in the previous filing columns following the description of such exhibits. Exhibits designated with a dagger (t) are
management contracts or compensatory plans.
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
3.1
The Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 1998.
3.2
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 20, 1997, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
3.3
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on May 27, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
3.4
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 10, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998.
3.5
Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.6
Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.7
Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003.
3.8
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 19, 2007, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 30, 2010.
3.9
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 4, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 6, 2019.
3.10
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 19, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 23, 2019.
73
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
3.11
By-laws of the Company, as amended, filed as Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
3.12
Amendments to the by-laws of the Company, included as Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated November 22, 2017.
4.1
Form of Common Stock Certificate.
2-55058
2(a)
10.1
Water Service Agreement, dated February 28, 2006, between the Company and Elizabethtown Water Company, filed as Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.2
Mortgage, dated April 1, 1927, between the Company and Union County Trust Company, as Trustee, as supplemented by Supplemental Indentures, dated as of October 1, 1939 and April 1, 1949.
2-15795
4(a)-4(f)
10.3
Supplemental Indenture, dated as of July 1, 1964 and June 15, 1991, between the Company and Union County Trust Company, as Trustee.
33-54922
10.4-10.9
10.4
Agreement for a Supply of Water, dated as of July 27, 2011, between the Company and the Old Bridge Municipal Utilities Authority, filed as Exhibit No. 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
10.5
Water Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended.
33-31476
10.13
10.6
Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No. 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
10.7
Treatment and Pumping Agreement, dated October 1, 2014, between the Company and the Township of East Brunswick, filed as Exhibit No. 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.8
Water Supply Agreement, dated June 4, 1990, between the Company and Edison Township.
33-54922
10.24
10.9
Agreement for a Supply of Water, dated January 1, 2006, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.9(a)
Amendment to Agreement for a Supply of Water, dated as of December 1, 2015, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.9(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
74
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
(t)10.10
Middlesex Water Company Supplemental Executive Retirement Plan, filed as Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
(t)10.11(a)
Middlesex Water Company 2018 Restricted Stock Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, dated and filed April 12, 2018.
(t)10.11(b)
Registration Statement, Form S-8, under the Securities Act of 1933, filed December 18, 2008, relating to the Middlesex Water Company Outside Director Stock Compensation Stock Plan.
333-156269
(t)10.12
Employment Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated January 23, 2024.
(t)10.12(a)
Change in Control Termination Agreement, dated as of 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.
(t)10.12(b)
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.
(t)10.12(c)
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.
(t)10.12(d)
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.
(t)10.12(e)
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.
(t)10.12(f)
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.
(t)10.12(g)
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.
(t)10.12(h)
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.
75
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
(t)10.12(i)
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.
(t)10.12(j)
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.
10.13
Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick.
33-54922
10.23
10.13(a)
Amendment, dated November 28, 2016, to Transmission Agreement between the Company and the Township of East Brunswick, filed as Exhibit No. 10.13(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.14
Contract, dated August 20, 2018, between the City of Perth Amboy and Utility Service Affiliates (Perth Amboy), Inc., filed as Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
10.15
Thirtieth
Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated
November 1, 2004, between the State of New Jersey and the Company (Series EE), filed as Exhibit No. 10.26 of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004.
10.16
Thirty-First Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated November 1, 2004, between the New Jersey Environmental Infrastructure Trust and the Company (Series FF), filed as Exhibit No. 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
10.17(a)
Promissory Note and Supplement, dated October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
76
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.17(b)
Promissory Note and Supplement, dated March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.19(b) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
10.17(c)
Promissory Note and Supplement, dated May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB; Amendments to Combination Water Utility Real Estate Mortgage and Security Agreement, effective May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(c) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
10.17(d)
Sixth Amendment to Promissory Note and Supplement, dated as of May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(d) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.
10.18
Agreement for a Supply of Water, dated April 1, 2006, between the Company and the City of Rahway, filed as Exhibit No. 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
10.19
Loan Agreement, dated November 1, 2006, between the State of New Jersey and the Company (Series GG), filed as Exhibit No. 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
10.20
Loan Agreement, dated November 1, 2006, between the New Jersey Environmental Infrastructure Trust and the Company (Series HH), filed as Exhibit No. 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
10.21
Loan Agreement, dated November 1, 2007, between New Jersey Environmental Infrastructure Trust and the Company (Series II), filed as Exhibit No. 10.32 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
10.22
Loan Agreement, dated November 1, 2007, between the State of New Jersey and the Company (Series JJ), filed as Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
10.23
Loan Agreement, dated November 1, 2008, between New Jersey Environmental Infrastructure Trust and the Company dated as of (Series KK), filed as Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
77
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.24
Loan
Agreement, dated November 1, 2008, between the State of New Jersey and the Company (Series LL), filed as Exhibit 10.35 of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
10.25
Prospectus
Supplement, filed August 3, 2022, relating to the Middlesex Water Company Investment Plan.
333-266482
10.25(a)
Prospectus
Supplement, filed July 25, 2023, relating to the Middlesex Water Company Investment Plan.
333-266482
10.26(a)
Amended
and Restated $68,000,000 Revolving Line of Credit Note, dated February 9, 2022, between the Company, Pinelands Wastewater Company,
Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.
and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(a) of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021.
10.26(b)
Waiver
and Amendment to Loan Documents, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company,
Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental
Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(b) of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021.
10.26(c)
Amendment
to Loan Documents, dated March 17, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,
Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc.,
and PNC Bank, N.A. filed as Exhibit 10.26(c) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2023.
10.26(d)
Amendment
to Loan Documents, dated April 5, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,
Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc.,
and PNC Bank, N.A, filed as Exhibit 10.26(d) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2023.
78
EXHIBIT INDEX
Exhibit
No.
Document
Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.26(e)
Amendment
to Loan Documents, dated June 15, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,
Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc.,
and PNC Bank, N.A, filed as Exhibit 10.26(e) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2023.
10.26(f)
Amendment to Loan Documents, dated January 29, 2024, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(f) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
*10.26(g)
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.
10.27(a)
Uncommitted
($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems,
Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth
Amboy) Inc., Tidewater Environmental Services, Inc., and Bank of America, N.A. filed as Exhibit 10.30 of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020.
10.27(b)
Amendment
No. 1 ($60,000,000) to Uncommitted Loan Agreement, dated January 27, 2022, between the Company, Tidewater Utilities, Inc., White
Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility
Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(b) of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2021.
10.27(c)
Amendment
No. 2 ($60,000,000) to Uncommitted Loan Agreement, dated January 26, 2023, between the Company, Tidewater Utilities, Inc., White
Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility
Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A. filed as Exhibit 10.27(c) of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2022.
79
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.27(d)
Amendment No. 3 ($60,000,000) to Uncommitted Loan Agreement, dated January 25, 2024, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(d) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
*10.27(e)
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.
10.28
Fourth Amendment to Promissory Note and Supplement, dated as of August 19, 2020, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
10.29
Loan Agreement, dated December 1, 2010, between the State of New Jersey and the Company (Series MM), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
10.30
Loan Agreement, dated December 1, 2010, between New Jersey Environmental Infrastructure Trust and the Company (Series NN), filed as Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
10.31
Loan Agreement, dated May 1, 2012, between the State of New Jersey and the Company, (Series OO), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.32
Loan Agreement, dated May 1, 2012, between New Jersey Environmental Infrastructure Trust and the Company (Series PP), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
10.33
Loan Agreement, dated November 1, 2012, between the New Jersey Economic Development Authority and the Company (Series QQ]), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
10.34
Loan Agreement, dated May 1, 2013, between the State of New Jersey and the Company (Series TT), filed as Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
80
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.35
Loan Agreement, dated May 1, 2013, between New Jersey Environmental Infrastructure Trust and the Company (Series UU), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.
10.36
Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series VV), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 .
10.37
Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series WW), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.
10.38
Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series XX), filed as Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.39
Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series YY), filed as Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.40
Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018A), filed as Exhibit 10.46 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.41
Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018B), filed as Exhibit 10.47 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.42
Loan Agreement, dated August 1, 2019, between New Jersey Economic Development Authority and the Company (Series 2019A and Series 2019B), filed as Exhibit 10.50 to the Company’s Current Report on Form 8-K filed September 6, 2019.
10.43
Bond Purchase Agreement, dated November 16, 2020, between New York Life Insurance Company and Affiliates and the Company (Series 2020A), filed as Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
10.44
Bond Purchase Agreement, dated November 5, 2021, between New York Life Insurance Company and Affiliates and the Company (Series 2021A and Series 2021B), filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
81
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.45
Financing Agreement, dated December 16, 2021, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, and Tidewater Utilities, Inc, filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
10.46
Loan Agreement, dated May 1, 2022, between New Jersey Infrastructure Bank and the Company (Series 2022A), filed as Exhibit 10.40 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.
10.47
Loan
Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection,
and the Company (Series 2022B) filed as Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2022.
10.48
Bond
Purchase Agreement, dated March 2, 2023, between New York Life Insurance Company and Affiliates and the Company (Series 2023A) filed
as Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.49
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc., filed as Exhibit 10.49 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.50
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.50 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.51
Financing
Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department
of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.51 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
10.52
Multiple
Advance Term Promissory Note, dated May 22, 2023, between Pinelands Water Company and CoBank, ACB, filed as Exhibit 10.53 of the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
10.53
Multiple
Advance Term Promissory Note, dated May 22, 2023, between Pinelands Wastewater Company and CoBank, ACB, filed as Exhibit 10.54 of
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
82
EXHIBIT INDEX
Exhibit No.
Document Description
Previous
Registration
No.
Filing’s
Exhibit
No.
10.54
Settlement
Agreement, dated as of August 28, 2023, between Middlesex Water Company and 3M Company, filed as Exhibit 10.55 of the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.
10.55
Consulting
Agreement, dated March 1, 2024, between the Company and Dennis W. Doll, filed as Exhibit 99.4 of the Company’s Current Report
on Form 8-K dated January 23, 2024.
10.56
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.
10.57
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.
10.58
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.
10.59
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.
10.60
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.
83
EXHIBIT INDEX
Exhibit No. Document Description Previous
Registration
No. Filing’s
Exhibit
No.
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 .
*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
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
84