Item 1. Financial Statements
Item 1. Financial Statements (Unaudited):
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share amounts)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Operating Revenues $ 56,357 $ 49,323 $ 105,071 $ 93,624
Operating Expenses:
Operations and Maintenance 25,399 23,066 48,411 44,175
Depreciation 6,761 6,703 13,797 13,230
Other Taxes 5,968 5,642 11,532 10,750
Total Operating Expenses 38,128 35,411 73,740 68,155
Operating Income 18,229 13,912 31,331 25,469
Other Income:
Allowance for Funds Used During Construction 700 413 1,334 786
Other Income, net 1,648 1,485 3,017 2,910
Total Other Income, net 2,348 1,898 4,351 3,696
Interest Charges 4,016 3,623 7,231 6,336
Income before Income Taxes 16,561 12,187 28,451 22,829
Income Taxes 1,789 1,409 3,074 2,571
Net Income 14,772 10,778 25,377 20,258
Preferred Stock Dividend Requirements 18 19 35 41
Earnings Applicable to Common Stock $ 14,754 $ 10,759 $ 25,342 $ 20,217
Earnings per share of Common Stock:
Basic $ 0.79 $ 0.60 $ 1.36 $ 1.13
Diluted $ 0.79 $ 0.60 $ 1.36 $ 1.13
Average Number of
Common Shares Outstanding:
Basic 18,707 17,962 18,627 17,926
Diluted 18,737 17,993 18,657 17,957
See Accompanying Notes to Condensed Consolidated Financial Statements.
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MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30,
2026 December 31,
2025
ASSETS
UTILITY PLANT: Water Production $ 336,222 $ 328,496
Transmission and Distribution 973,482 938,118
General 107,645 111,325
Construction Work in Progress 60,369 44,400
TOTAL 1,477,718 1,422,339
Less Accumulated Depreciation 280,774 275,132
UTILITY PLANT - NET 1,196,944 1,147,207
CURRENT ASSETS: Cash and Cash Equivalents 1,801 2,800
Accounts Receivable, net of allowance for credit losses of $ 3,074 and $ 1,625 in 2026 and 2025, respectively
20,957 19,213
Unbilled Revenues 12,332 9,361
Materials and Supplies (at average cost) 8,979 7,549
Prepayments 5,812 2,843
Regulatory Assets 2,142 —
TOTAL CURRENT ASSETS 52,023 41,766
OTHER ASSETS: Operating Lease Right of Use Asset 1,689 1,972
Restricted Cash 1,675 1,675
Regulatory Assets 106,119 110,284
Non-utility Assets - Net 12,353 12,354
Employee Benefit Plans 46,230 44,328
Other 6,449 6,151
TOTAL OTHER ASSETS 174,515 176,764
TOTAL ASSETS $ 1,423,482 $ 1,365,737
CAPITALIZATION AND LIABILITIES
CAPITALIZATION: Common Stock, No Par Value, authorized 40,000 , issued 18,843 and 18,521 in 2026 and 2025, respectively
$ 294,243 $ 279,148
Retained Earnings 226,849 214,883
TOTAL COMMON EQUITY 521,092 494,031
Preferred Stock, No Par Value; authorized 120 ; issued 13
1,343 1,343
Long-term Debt 395,598 378,874
TOTAL CAPITALIZATION 918,033 874,248
CURRENT Current Portion of Long-term Debt 7,651 7,850
LIABILITIES: Notes Payable 34,000 28,250
Accounts Payable 31,024 31,326
Accrued Taxes 18,972 15,992
Accrued Interest 3,390 3,311
Regulatory Liabilities 2,318 —
Unearned Revenues and Advanced Service Fees 450 497
Other 6,891 6,569
TOTAL CURRENT LIABILITIES 104,696 93,795
COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)
OTHER LIABILITIES: Advances for Construction 26,870 25,519
Lease Obligations 1,496 1,838
Accumulated Deferred Income Taxes 113,837 110,475
Regulatory Liabilities 63,718 68,437
Other 172 229
TOTAL OTHER LIABILITIES 206,093 206,498
CONTRIBUTIONS IN AID OF CONSTRUCTION 194,660 191,196
TOTAL CAPITALIZATION AND LIABILITIES $ 1,423,482 $ 1,365,737
See Accompanying Notes to Condensed Consolidated Financial Statements.
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MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 25,377 $ 20,258
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 15,116 15,457
Provision for Deferred Income Taxes and Investment Tax Credits ( 3,546 ) ( 3,084 )
Equity Portion of Allowance for Funds Used During Construction (AFUDC) ( 818 ) ( 468 )
Cash Surrender Value of Life Insurance 163 ( 149 )
Stock Compensation Expense 1,167 958
Changes in Assets and Liabilities:
Accounts Receivable ( 1,744 ) ( 2,046 )
Unbilled Revenues ( 2,971 ) ( 2,337 )
Materials & Supplies ( 1,430 ) ( 204 )
Prepayments ( 2,969 ) ( 3,616 )
Accounts Payable 672 8,326
Accrued Taxes 2,980 3,395
Accrued Interest 79 154
Employee Benefit Plans ( 2,637 ) ( 2,699 )
Other Assets and Liabilities ( 1,308 ) ( 1,859 )
NET CASH PROVIDED BY OPERATING ACTIVITIES 28,131 32,086
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC-Debt of $ 516 in 2026 and $ 318 in 2025
( 53,468 ) ( 50,635 )
Acquisition of Water Systems ( 150 ) ( 4,607 )
NET CASH USED IN INVESTING ACTIVITIES ( 53,618 ) ( 55,242 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt ( 9,948 ) ( 2,707 )
Proceeds from Issuance of Long-term Debt 26,496 886
Net Short-term Bank Borrowings 5,750 32,200
Deferred Debt Issuance Expense ( 60 ) —
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock ( 279 ) ( 379 )
Proceeds from Issuance of Common Stock 14,425 4,054
Common Stock Issuance Expense ( 218 ) ( 431 )
Payment of Common Dividends ( 13,377 ) ( 12,182 )
Payment of Preferred Dividends ( 35 ) ( 41 )
Construction Advances and Contributions-Net 1,734 1,765
NET CASH PROVIDED BY FINANCING ACTIVITIES 24,488 23,165
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 999 ) 9
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 4,475 4,226
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 3,476 $ 4,235
See Accompanying Notes to Condensed Consolidated Financial Statements.
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MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT
(Unaudited)
(In thousands)
June 30,
2026 December 31,
2025
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding -2026 - 18,843 ; 2025 - 18,521
$ 294,243 $ 279,148
Retained Earnings 226,849 214,883
TOTAL COMMON EQUITY $ 521,092 $ 494,031
Cumulative Preferred Stock, No Par Value:
Shares Authorized - 120
Shares Outstanding - 2026 - 13 ; 2025 - 13
Convertible:
Shares Outstanding, $ 7.00 Series - 2026 - 2 ; 2025 - 2
$ 264 $ 264
Nonredeemable:
Shares Outstanding, $ 7.00 Series - 1
79 79
Shares Outstanding, $ 4.75 Series - 10
1,000 1,000
TOTAL PREFERRED STOCK $ 1,343 $ 1,343
Long-term Debt:
First Mortgage Bonds, 0.00 %- 5.99 %, due 2026-2059
$ 300,430 $ 301,172
Secured Notes, 3.94 %- 7.05 %, due 2028-2048
80,486 63,971
State Revolving Trust Notes, 0.00 %- 4.03 %, due 2026-2047
21,315 20,540
SUBTOTAL LONG-TERM DEBT 402,231 385,683
Add: Premium on Issuance of Long-term Debt 6,051 6,148
Less: Unamortized Debt Expense ( 5,033 ) ( 5,107 )
Less: Current Portion of Long-term Debt ( 7,651 ) ( 7,850 )
TOTAL LONG-TERM DEBT $ 395,598 $ 378,874
See Accompanying Notes to Condensed Consolidated Financial Statements.
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MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Common
Stock
Shares Common
Stock
Amount Retained
Earnings Total
Balance at January 1, 2025 17,887 $ 248,202 $ 197,061 $ 445,263
Net Income — — 9,479 9,479
Dividend Reinvestment & Common Stock Purchase Plan 4 221 — 221
Restricted Stock Award -Net-Employees 1 167 — 167
Conversion of $ 7 Preferred Stock to Common Stock
2 21 — 21
Cash Dividends on Common Stock ($ 0.3400 Per Share)
— — ( 6,081 ) ( 6,081 )
Cash Dividends on Preferred Stock — — ( 22 ) ( 22 )
Balance at March 31, 2025 17,894 248,611 200,437 449,048
Net Income — — 10,778 10,778
Dividend Reinvestment & Common Stock Purchase Plan 4 229 — 229
Restricted Stock Award - Net - Employees 18 47 — 47
Restricted Stock Award - Board of Directors 6 366 — 366
Conversion of $ 7 Preferred Stock to Common Stock
30 262 — 262
At-The-Market Program Common Stock Issuance 64 3,604 — 3,604
Common Stock Issuance Expense — ( 431 ) — ( 431 )
Cash Dividends on Common Stock ($ 0.3400 per share)
— — ( 6,101 ) ( 6,101 )
Cash Dividends on Preferred Stock — — ( 19 ) ( 19 )
Balance at June 30, 2025 18,016 $ 252,688 $ 205,095 $ 457,783
Balance at January 1, 2026 18,521 $ 279,148 $ 214,883 $ 494,031
Net Income — — 10,605 10,605
Dividend Reinvestment & Common Stock Purchase Plan 4 217 — 217
Restricted Stock Award -Net-Employees 3 276 — 276
At-The-Market Program Common Stock Issuance 49 2,662 — 2,662
Common Stock Issuance Expense — ( 60 ) — ( 60 )
Cash Dividends on Common Stock ($ 0.3600 Per Share)
— — ( 6,667 ) ( 6,667 )
Cash Dividends on Preferred Stock — — ( 18 ) ( 18 )
Balance at March 31, 2026 18,577 282,243 218,803 501,046
Net Income — — 14,772 14,772
Dividend Reinvestment & Common Stock Purchase Plan 4 218 — 218
Restricted Stock Award - Net - Employees 38 208 — 208
Restricted Stock Award - Board of Directors 8 405 — 405
At-The-Market Program Common Stock Issuance 216 11,327 — 11,327
Common Stock Issuance Expense — ( 158 ) — ( 158 )
Cash Dividends on Common Stock ($ 0.3600 per share)
— — ( 6,709 ) ( 6,709 )
Cash Dividends on Preferred Stock — — ( 17 ) ( 17 )
Balance at June 30, 2026 18,843 $ 294,243 $ 226,849 $ 521,092
See Accompanying Notes to Condensed Consolidated Financial Statements.
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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), 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. Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), previously subsidiaries of Middlesex, were merged into Middlesex effective April 1, 2026 (for further information, see Note 2, Rates and Regulatory Matters) . 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 2025 Annual Report on Form 10-K (the 2025 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 fairly state the Company’s financial position as of June 30, 2026, the results of operations for the three and six month periods ended June 30, 2026 and 2025 and cash flows for the six month periods ended June 30, 2026 and 2025. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the Company’s December 31, 2025 audited financial statements included in the 2025 Form 10-K.
Recent Accounting Guidance
The recently issued accounting standards that have not yet been adopted or recently adopted by the Company as of June 30, 2026 are as follows:
Standard Description Date of Adoption Application Effect on the
Condensed
Consolidated
Financial Statements
Accounting Standards Update (ASU) 2024-03 “Disaggregation of Income Statement Expenses” (ASU 2024-03) The ASU enhances disclosures related to income statement expenses to further disaggregate expenses in the footnotes to the financial statements. The standard requires disaggregation of any relevant expense caption presented on the face of the income statement that contains the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. Further, the standard requires disclosure of the total amount and the entity’s definition of selling expenses. The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2027.
Prospective, with retrospective application also permitted. The Company is evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.
ASU 2025-06 "Internal-Use Software" (ASU 2025-06) This ASU removes all reference to prescriptive and sequential software development stages, requiring an entity to start capitalizing software costs when the following criteria are both met: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. Further, the standard requires disclosure for all capitalized internal-use software costs and removes the requirement for intangibles disclosures for capitalized internal-use software. The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2028.
Prospective, with a modified transition or retrospective application also permitted. The Company early adopted ASU 2025-06 during the quarter ended June 30, 2026, using the prospective transition approach. There was no material impact to the consolidated financial statements as of and for the period ended June 30, 2026.
Reclassification
Certain prior period amounts have been reclassified to conform with current period presentation.
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Note 2 – Rates and Regulatory Matters
Middlesex Rate Matters
In February 2026, the New Jersey Board of Public Utilities (NJBPU) approved the settlement agreement in our general base rate application between Middlesex and Pinelands, NJBPU Staff and the New Jersey Division of Rate Counsel, with new rates effective February 23, 2026. The NJBPU order approved an increase in our annual operating revenues by $ 14.5 million based on an authorized return on common equity of 9.6 % and a common equity ratio of 54.25 %. Included in the settlement agreement, Middlesex and Pinelands customers received a one-time bill credit in the first quarter of 2026 totaling $ 3.3 million for the overcollection of New Jersey Gross Receipts Taxes. In addition, beginning in late February 2026, Middlesex customers will receive a $ 3.3 million credit over 12 months from the proceeds of a multi-district litigation (MDL) settlement agreement between Middlesex and manufacturers of Perfluoroalkyl Substances (PFAS) (for further information on the MDL settlement, see MDL Settlement below).
In February 2026, the NJBPU approved the joint petition filed by Middlesex and Pinelands for a Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing for the three-year period ending October 2028. The program allows for the recovery of certain costs of investments that further maintain, enhance, or improve the resiliency, health, safety, or environmental protection for Middlesex and Pinelands customers or broader public health. RESIC activities include compliance with requirements to address existing and emerging chemical elements and compounds, treatment media and related equipment, installation of new plant or equipment, or replacement of existing plant or equipment. Under the RESIC program, Middlesex and Pinelands submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six months to be recovered up to $ 3.6 million or 2.5 % of total annual revenues included in their February 2026 base rate increase.
In February 2026, the NJBPU approved the joint petition filed by Middlesex and Pinelands Water for a Distribution System Improvement Charge (DSIC) Foundational Filing for the three-year period ending October 2028. DSIC programs allow for the recovery of investments in qualifying capital improvements to a public utility's water distribution system between rate cases. Under the DSIC program, Middlesex and Pinelands Water submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six months to be recovered up to $ 7.1 million or 5 % of total annual revenues included in their February 2026 base rate increase.
In January 2026, the NJBPU approved the joint petition filed by Middlesex, Pinelands Water and Pinelands Wastewater to consolidate the three entities into Middlesex through a corporate reorganization. The merger of Pinelands Water and Pinelands Wastewater into Middlesex is expected to deliver operational efficiencies and enhanced benefits for customers across multiple areas. The merger has been finalized and was effective on April 1, 2026.
In November 2025, the NJBPU approved the fourth Middlesex DSIC rate, effective December 1, 2025 that was expected to result in $ 0.9 million of annual revenues, which is in addition to the existing $ 2.3 million of annual revenues from previous DSIC filings. Middlesex's DSIC rate reset to zero in connection with Middlesex's February 2026 base rate increase.
The NJBPU-approved Middlesex Lead Service Line Replacement (LSLR) Plan continues, and costs of $ 0.4 million for replacing customer-owned lead service lines incurred from January 2025 through June 2025 were recovered between September 2025 and February 2026. Costs of $ 0.3 million incurred from July 2025 through December 2025 will be recovered by August 2026. The LSLR 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.
Tidewater Rate Matters
In June 2026, the Delaware Public Service Commission (DEPSC) approved Tidewater’s DSIC rate, effective July 1, 2026. Tidewater is expected to recover approximately $ 0.6 million of semi-annual revenues from July 2026 to December 2026.
In February 2026, the DEPSC approved the March 2026 refund of $ 1.1 million to Tidewater customers resulting from the proceeds of the MDL settlement agreement between Tidewater and manufacturers of PFAS. For further information, see discussion in MDL Settlement below.
In January 2026, Tidewater completed the acquisition of the water utility assets of Pinewood Acres, LLC, as approved by the DEPSC, for $ 0.2 million. Pinewood Acres serves approximately 350 customers in Kent County, Delaware.
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In December 2025, the DEPSC approved the Tidewater DSIC rate, effective January 1, 2026. Tidewater recovered approximately $ 0.3 million of semi-annual DSIC revenues between January 2026 and June 2026.
In July 2025, the DEPSC approved the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate, with new rates effective July 3, 2025. The DEPSC order approved an increase in our annual operating revenues by $ 5.5 million based on an authorized return on common equity of 9.5 % and a common equity ratio of 53.5 %.
MDL Settlement
Multiple Company utility subsidiaries are parties to the aforementioned MDL lawsuit against manufacturers of certain PFAS for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS in public water supply systems owned and operated by these utility subsidiaries and throughout their service areas. Settlements with several defendants in the MDL have received final approval by the MDL court. The Company began receiving settlement payments in 2025, which will continue through 2026 and beyond. Through June 30, 2026, the Company has received $ 8.1 million of settlement payments, of which $ 5.8 million remains expected to continue to be shared with customers in the future (for further information on 2026 customer refunds related to the MDL settlement, see Middlesex Rate Matters and Tidewater Rate Matters above).
Southern Shores Rate Matters
Southern Shores provides water service to a 2,200 unit condominium community in Sussex County, Delaware under a DEPSC-approved agreement expiring December 31, 2029. Under the agreement, rates are increased annually by the lesser of the regional Consumer Price Index or 3 %. Additionally, when there are unanticipated capital expenditures or regulatory related changes in operating expenses that exceed certain annual thresholds, rates are increased. In 2024, capital expenditures did exceed the established threshold. Effective January 1, 2025, Southern Shores rates were increased $ 0.1 million or 6.51 %. In 2025, Southern Shores capital expenditures exceeded the established threshold. Effective January 1, 2026, Southern Shores rates were increased $ 0.1 million or 4.89 %.
Note 3 – Capitalization
Sales of shares of common stock and issuance of long-term debt are part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program.
Common Stock
During the six months ended June 30, 2026 and 2025, there were 8,203 common shares (approximately $ 0.4 million) and 8,130 common shares (approximately $ 0.4 million), respectively, issued under the Middlesex Water Company Investment Plan.
In May 2025, Middlesex entered into an At-the-Market (ATM) Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated and Janney Montgomery Scott LLC (Janney), pursuant to which Middlesex may offer and sell shares of its common stock, no par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $ 110.0 million. As of February 20, 2026, the Equity Sales Agreement was amended, replacing Janney with Huntington Securities, Inc. as a sales agent. The Company intends to use the net proceeds from these sales, after deducting commissions and offering expenses, to fund our capital expenditures, to purchase and maintain plant equipment, as well as for other general corporate purposes. For the three and six months ended June 30, 2026, Middlesex issued and sold a total of 215,722 and 265,027 shares of common stock respectively, at a weighted average price of $ 53.31 and $ 53.59 per share, respectively, and received $ 11.3 million and $ 14.0 million in net proceeds, respectively, under the Equity Sales Agreement. As of June 30, 2026, the Company had $ 65.8 million of aggregate gross sales remaining under the Equity Sales Agreement.
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.
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In June 2026, Middlesex closed on a $ 17.8 million SRF construction loan. The proceeds will be used to fund the replacement of lead service lines under Middlesex's LSLR Plan. Funding requisitions are expected to occur through December 2027.
In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB (CoBank) and borrowed $ 25.0 million at an interest rate of 6.72 %. The loan matures in 2048. Proceeds from the loan were used to repay Tidewater’s outstanding short-term borrowings and other general corporate purposes.
In September 2024, Tidewater closed on a $ 2.2 million Delaware SRF loan with a 0.0 % interest rate with maturity dates in 2044. This loan is for costs associated with Tidewater’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines throughout Tidewater’s service area. Tidewater has drawn down $ 1.8 million as of June 30, 2026 and expects that the requisitions will continue through 2026.
In May 2024, Tidewater closed on four Delaware SRF loans totaling $ 5.6 million, all at interest rates of 2.0 % with maturity dates in 2044. These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains and construction of a water treatment facility. In December 2025, Tidewater closed on an additional $ 1.0 million, 2.0 % SRF loan with a maturity date of 2045 related to these projects. Tidewater has drawn down $ 2.1 million on these loans as of June 30, 2026. Each project has its own construction timetable with the last spending set to occur in 2027.
In December 2025, Southern Shores closed on a $ 0.4 million Delaware SRF loan with a 0.0 % interest rate with a maturity date in 2045. This loan is for costs associated with Southern Shore’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines in its service area. Southern Shores has drawn down $ 0.2 million on these loans and does not expect any further draws.
In February 2026, Pinelands Water and Pinelands Wastewater repaid in full $ 3.7 million and $ 3.4 million, respectively, of their amortizing secured notes. The interest rates and due dates on both of these notes were 6.17 % and 2043, respectively.
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 certain First Mortgage Bonds (FMBs) 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 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)
June 30, 2026 December 31, 2025
Carrying
Amount Fair
Value Carrying
Amount Fair
Value
FMBs $ 125,431 $ 121,675 $ 126,172 $ 120,430
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. The carrying amount of these instruments was $ 276.8 million and $ 259.5 million at June 30, 2026 and December 31, 2025, respectively. Advances for construction have carrying amounts of $ 26.9 million and $ 25.5 million at June 30, 2026 and December 31, 2025, 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.
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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 June 30,
2026 2025
Basic: Income Shares Income Shares
Net Income $ 14,772 18,707 $ 10,778 17,962
Preferred Dividend ( 18 ) ( 19 )
Earnings Applicable to Common Stock $ 14,754 18,707 $ 10,759 17,962
Basic EPS $ 0.79 $ 0.60
Diluted:
Earnings Applicable to Common Stock $ 14,754 18,707 $ 10,759 17,962
$ 7.00 Series Preferred Dividend
4 30 7 31
Adjusted Earnings Applicable to Common Stock $ 14,758 18,737 $ 10,766 17,993
Diluted EPS $ 0.79 $ 0.60
(In Thousands Except per Share Amounts)
Six Months Ended June 30,
2026 2025
Basic: Income Shares Income Shares
Net Income $ 25,377 18,627 $ 20,258 17,926
Preferred Dividend ( 35 ) ( 41 )
Earnings Applicable to Common Stock $ 25,342 18,627 $ 20,217 17,926
Basic EPS $ 1.36 $ 1.13
Diluted:
Earnings Applicable to Common Stock $ 25,342 18,627 $ 20,217 17,926
$ 7.00 Series Preferred Dividend
9 30 18 31
Adjusted Earnings Applicable to Common Stock $ 25,351 18,657 $ 20,235 17,957
Diluted EPS $ 1.36 $ 1.13
Note 5 – Business Segment Data
The Company’s Chief Operating Decision Maker (CODM) consists of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. The CODM evaluates segment performance and profitability using net income. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.
Resource allocation to the Company’s regulated and non-regulated segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, capital and financing requirements, aligning with the Company’s strategic objectives and regulatory obligations. The CODM reviews budget-to-actual variances on a monthly, quarterly and year-to-date basis and makes interim decisions to reallocate resources among segments as needed, ensuring a
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timely and effective response to changing conditions. For the regulated segment, the CODM uses this assessment to determine whether the segment is achieving its regulatory authorized rate of return.
The segments follow the same accounting policies as described in Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments of the 2025 Form 10-K. Segment profit or loss is based on Net Income. Expenses used to determine operating income before taxes are charged directly to each segment or are allocated based on the applicable cost allocation factors. Assets allocated to each segment are based upon specific identification of such assets provided by Company records. The effects of all intra-segment and/or intercompany transactions are eliminated in the consolidated financial statements.
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 and includes Middlesex, Tidewater and Southern Shores. This segment also includes a regulated wastewater system in New Jersey. The Company is subject to regulations as to its rates, services and other matters by the states of New Jersey and Delaware with respect to utility service 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 and includes USA, USA-PA, and White Marsh.
(In Thousands)
Three months ended June 30, Six months ended June 30,
2026 2025 2026 2025
Operation by Segments
Operating Revenues:
Regulated $ 53,461 $ 46,267 $ 99,240 $ 87,763
Non – Regulated 3,235 3,251 6,325 6,204
Total Reportable Segments 56,696 49,518 105,565 93,967
Inter-segment Elimination ( 339 ) ( 195 ) ( 494 ) ( 343 )
Consolidated Operating Revenues $ 56,357 $ 49,323 $ 105,071 $ 93,624
Operating Expenses
Purchased Water:
Regulated $ 2,135 $ 2,078 $ 4,076 $ 3,985
Non – Regulated — — — —
Total Reportable Segments 2,135 2,078 4,076 3,985
Inter-segment Elimination ( 212 ) ( 74 ) ( 247 ) ( 103 )
Consolidated Purchased Water $ 1,923 $ 2,004 $ 3,829 $ 3,882
Other Operations and Maintenance Expenses:
Regulated $ 21,413 $ 19,152 $ 40,402 $ 36,646
Non – Regulated 2,190 2,031 4,427 3,887
Total Reportable Segments 23,603 21,183 44,829 40,533
Inter-segment Elimination ( 127 ) ( 121 ) ( 247 ) ( 240 )
Consolidated Other Operations and Maintenance Expenses $ 23,476 $ 21,062 $ 44,582 $ 40,293
Other Taxes:
Regulated $ 5,895 $ 5,576 $ 11,391 $ 10,626
Non – Regulated 73 $ 66 141 $ 124
Consolidated Other Taxes $ 5,968 $ 5,642 $ 11,532 $ 10,750
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(In Thousands)
Three months ended June 30, Six months ended June 30,
Operation by Segments (continued) 2026 2025 2026 2025
Depreciation:
Regulated $ 6,686 $ 6,638 $ 13,649 $ 13,102
Non – Regulated 75 65 148 128
Consolidated Depreciation $ 6,761 $ 6,703 $ 13,797 $ 13,230
Operating Income:
Regulated $ 17,459 $ 12,943 $ 29,970 $ 23,644
Non – Regulated 770 969 1,361 1,825
Consolidated Operating Income $ 18,229 $ 13,912 $ 31,331 $ 25,469
Other Income:
Regulated $ 2,539 $ 2,019 $ 4,717 $ 3,921
Non – Regulated 18 38 43 93
Total Reportable Segments 2,557 2,057 4,760 4,014
Inter-segment Elimination ( 209 ) ( 159 ) ( 409 ) ( 318 )
Consolidated Other Income, Net 2,348 1,898 4,351 3,696
Income Taxes:
Regulated $ 1,526 $ 1,088 $ 2,599 $ 1,960
Non – Regulated 263 $ 321 475 $ 611
Consolidated Income Taxes $ 1,789 $ 1,409 $ 3,074 $ 2,571
Net Income:
Regulated $ 14,247 $ 10,092 $ 24,448 $ 18,951
Non – Regulated 525 $ 686 929 $ 1,307
Consolidated Net Income $ 14,772 $ 10,778 $ 25,377 $ 20,258
Capital Expenditures:
Regulated $ 32,750 $ 31,696 $ 53,324 $ 50,549
Non – Regulated 77 $ 28 144 $ 86
Total Capital Expenditures $ 32,827 $ 31,724 $ 53,468 $ 50,635
(Thousands of Dollars)
As of
June 30,
2026 As of
December 31,
2025
Assets:
Regulated $ 1,437,730 $ 1,377,391
Non – Regulated 8,829 9,076
Total Reportable Segments 1,446,559 1,386,467
Inter-segment Elimination ( 23,077 ) ( 20,730 )
Consolidated Assets $ 1,423,482 $ 1,365,737
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Note 6 – Short-term Borrowings
The Company maintains lines of credit aggregating $ 180.0 million.
(Millions)
As of June 30, 2026 Line of Credit
Outstanding Available Maximum Credit Type Expiration Date
Bank of America $ 15.0 $ 45.0 $ 60.0 Uncommitted July 31, 2027
PNC Bank 9.0 91.0 100.0 Committed January 31, 2029
CoBank 10.0 10.0 20.0 Committed May 20, 2029
$ 34.0 $ 146.0 $ 180.0
In February 2026, the Company amended its line of credit with PNC Bank. Under the terms of the amendment, the expiration date was extended to January 31, 2029 and the maximum borrowing amount was increased to $ 100 million.
In May 2026, Tidewater amended its line of credit with CoBank. Under the terms of the amendment, the expiration date was extended to May 20, 2029.
In July 2026, the Company amended its line of credit with Bank of America. Under the terms of the amendment, the expiration date was extended to July 31, 2027.
The maturity dates for the Notes Payable as of June 30, 2026 are all three months or less and are extendable at the discretion of the Company.
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) plus a credit spread. The interest rate for borrowings under the CoBank line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR plus a credit spread. There is no requirement for a compensating balance under any of the established lines of credit.
The weighted average interest rate on the outstanding borrowings at June 30, 2026 under these credit lines is 4.83 %.
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 June 30, Six months ended June 30,
2026 2025 2026 2025
Average Daily Amounts Outstanding $ 48,060 $ 47,018 $ 45,155 $ 38,304
Weighted Average Interest Rates 4.74 % 5.43 % 4.77 % 5.43 %
Note 7 – Commitments and Contingent Liabilities
Water Supply – Middlesex's agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water expires November 30, 2048. NJWSA provides for an average purchase of 27.0 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, 2031, 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 75.0 million gallons annually.
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Purchased water costs are shown below:
(In Thousands)
Three months ended June 30, Six months ended June 30,
2026 2025 2026 2025
Treated $ 1,026 $ 1,107 $ 2,045 $ 2,098
Untreated 897 897 1,784 1,784
Total Costs $ 1,923 $ 2,004 $ 3,829 $ 3,882
Construction – In connection with the Company’s planned capital expenditures, the Company has entered into several contractual construction agreements that in total obligate it to expend an estimated $ 52.8 million in the future. The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain and continued refinement of project scope and costs.
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.
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 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 can participate in a defined contribution profit sharing plan that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation. For each of the three-month periods ended June 30, 2026 and 2025, the Company did not make cash contributions to the Pension Plan. The Company expects to make cash contributions of approximately $ 0.9 million over the remainder of the current year.
Other Benefits
The Company’s Other Benefits Plan covers substantially all of its current 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 three-month periods ended June 30, 2026 and 2025, the Company did not make cash contributions to its Other Benefits Plan. The Company expects to make additional Other Benefits Plan cash contributions of $ 1.1 million over the remainder of the current year.
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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 June 30,
2026 2025 2026 2025
Service Cost $ 286 $ 242 $ 86 $ 85
Interest Cost 1,209 1,159 441 430
Expected Return on Assets ( 1,591 ) ( 1,687 ) ( 1,021 ) ( 928 )
Amortization of Unrecognized Losses (Gains) 18 12 ( 214 ) ( 153 )
Net Periodic Benefit* $ ( 78 ) $ ( 274 ) $ ( 708 ) $ ( 566 )
(In Thousands)
Pension Benefits Other Benefits
Six Months Ended June 30,
2026 2025 2026 2025
Service Cost $ 571 $ 483 $ 171 $ 170
Interest Cost 2,418 2,318 883 860
Expected Return on Assets ( 3,181 ) ( 3,374 ) ( 2,042 ) ( 1,856 )
Amortization of Unrecognized Losses (Gains) 37 25 ( 428 ) ( 307 )
Net Periodic Benefit* $ ( 155 ) $ ( 548 ) $ ( 1,416 ) $ ( 1,133 )
* Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income, net.
Note 9 – Revenue Recognition from Contracts with Customers
The Company’s revenues are primarily generated from regulated tariff-based water and wastewater utility 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 Company expects to be entitled in exchange for those goods and services.
The Company’s regulated revenue results from tariff-based water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed monthly or 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 which includes an 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 and regional weather indicators. 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 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’s contracts do not contain any significant financing components.
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The Company’s operating revenues are comprised of the following:
(In Thousands)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Regulated Tariff Sales
Residential $ 28,905 $ 26,248 $ 53,092 $ 49,362
Commercial 8,736 7,463 15,603 14,048
Industrial 4,046 3,404 7,648 6,403
Fire Protection 4,159 3,998 7,991 7,720
Wholesale 7,369 5,047 14,593 10,061
Non-Regulated Contract Operations 3,109 3,131 6,078 5,964
Total Revenue from Contracts with Customers $ 56,324 $ 49,291 $ 105,005 $ 93,558
Other Regulated Revenues 245 107 313 169
Other Non-Regulated Revenues 127 120 247 240
Inter-segment Elimination ( 339 ) ( 195 ) ( 494 ) ( 343 )
Total Revenue $ 56,357 $ 49,323 $ 105,071 $ 93,624
Note 10 – Income Taxes
The statutory Federal tax rate is 21.0 % for each of the three and six months ended June 30, 2026 and 2025. For states with a corporate net income tax, the state corporate net income tax rates range from 8.7 % to 9.0 % for each of the three and six months ended June 30, 2026 and 2025. The Company’s effective tax rate was 10.8 % for each of the three and six months ended June 30, 2026 respectively, compared to 11.6 % and 11.3 % for the same periods, respectively, in 2025. The Company evaluates and updates the annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Income Taxes for the three and six months ended June 30, 2026 increased by $ 0.4 million and $ 0.5 million, respectively, from the same periods in 2025, primarily due to higher pre-tax income partially offset by lower effective tax rates from the flow-through benefit of increased estimated annual deductions on repair expenditures on tangible property in Middlesex.
Note 11 - Supplemental Cash Flows Information
(In Thousands)
Six Months Ended June 30,
2026 2025
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions $ 3,082 $ 4,685
Accrued Payables for Utility Plant 9,681 2,918
Conversion of Preferred Stock into Common Stock — 283
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Six Months for:
Interest 6,845 6,363
Interest Capitalized 516 318
Income Taxes 2,506 610
The cash flow impact of Tangible Property Repairs is reflected in Provision for Deferred Income Taxes and Investment Tax Credits in the Condensed Consolidated Statements of Cash Flows.
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