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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 28, 2023
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 0-422 | 22-1114430 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
485C Route 1 South, Suite 400, Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
732-634-1500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, No Par Value | MSEX | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 28, 2023, Middlesex Water Company announced its financial results for the quarter ended June 30, 2023. A copy of the press release announcing these results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number |
Description of Document |
| 99.1 | Press Release issued by Middlesex Water Company, dated July 28, 2023 announces Second Quarter 2023 Financial Results. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
| MIDDLESEX WATER COMPANY | |
| (Registrant) | |
| /s/A. Bruce O’Connor | |
| A. Bruce O’Connor | |
| Senior Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: July 28, 2023
Exhibit 99.1
MIDDLESEX WATER ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS
Ø Quarterly Operating Revenue up 7.9%
Ø Net Income up 11.6%
Ø Diluted Earnings Per Share up 10.0%
Iselin, NJ, (July 28, 2023) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX) a provider of water and wastewater services, today announced second quarter financial results.
Second Quarter Results
Revenues for the quarter ended June 30, 2023 rose $3.1 million to $42.8 million compared to the same period in 2022. Middlesex System revenues increased $2.8 million due mostly to the implementation of the final phase of the 2021 New Jersey Board of Public Utilities (NJBPU)-approved base rate increase and higher contract customer demand. Pinelands system revenues increased $0.1 million due to implementation of a NJBPU-approved rate increase effective April 15, 2023. Non-regulated revenues increased $0.2 million primarily due to higher supplemental contract services.
Operations and maintenance expenses for the quarter increased $1.6 million over the same period in 2022. The increase was largely related to variable production costs from increased customer demand and normal variability in raw water quality as well as increased labor costs.
Income taxes for the quarter decreased by $1.1 million when compared to the same period in 2022, primarily due to greater income tax benefits associated with increased repair expenditures on tangible property in the Middlesex system and lower pretax income.
Net income for the quarter increased $1.0 million when compared to the same period in 2022. Diluted earnings per share were $0.55 and $0.50 for the three months ended June 30, 2023, and 2022, respectively.
Middlesex Chairman, President and Chief Executive Officer Dennis W. Doll said, “The calendar year 2023 continues to be a period of significant transition as we execute our succession plans, continue investing to adapt to new regulatory requirements, manage rate filing proceedings currently in progress and responsibly manage our resources to meet customer needs during the peak summer season. We are pleased to announce our new facility to treat ground water for PFAS compounds has been constructed, is in service and is treating water that meets all state and federal standards.”
Year to Date Results
Revenues for the six months ended June 30, 2023, were $81.0 million, an increase of $5.1 million over the same period in 2022. Middlesex System revenues increased $5.0 million due mostly to the implementation of the final phase of the 2021 NJBPU-approved base rate increase and higher contract customer demand. In our Delaware system, revenues decreased $0.5 million due to lower new connection fees and a 2022 Delaware Public Service Commission-ordered rate reduction partially offset by increased water demand. Pinelands system revenues increased $0.1 million due to implementation of a NJBPU-approved rate increase effective April 15, 2023. Non-regulated revenues increased $0.5 million primarily due to higher supplemental contract services.
Year to date operations and maintenance expenses increased $2.8 million over the same period in 2022, primarily due to increased variable production costs due to higher demand for water as well as increased labor costs.
Year to date income taxes decreased by $0.7 million when compared to the same period in 2022, primarily due to greater income tax benefits associated with increased repair expenditures on tangible property in the Middlesex system and lower pretax income.
Year to date net income decreased $5.2 million when compared to the same period in 2022. Diluted earnings per share were $0.88 and $1.18 for the six months ended June 30, 2023, and 2022, respectively. 2022 results included a $5.2 million pre-tax gain on the sale of Middlesex’s regulated Delaware wastewater subsidiary in January 2022.
Board Declares Dividend, Discount Remains in Effect
We previously announced that our Board of Directors declared a quarterly cash dividend of $0.3125 per common share payable on September 1, 2023, to shareholders of record as of August 11, 2023. Middlesex has paid cash dividends in varying amounts continually since 1912 and has increased its annual dividend rate for fifty consecutive years.
The Company’s 3% discount on purchases by optional cash payment or dividend reinvestment made in the Company’s Investment Plan is in effect until 200,000 shares are purchased at the discounted price or December 1, 2023, whichever occurs first. Information about Middlesex Water’s Investment Plan (Direct Share Purchase and Sale and Dividend Reinvestment Plan) is available at https://shareholder.broadridge.com/middlesexwater/ Established in 1897, Middlesex Water Company (NASDAQ: MSEX) serves as a trusted provider of life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes.
ABOUT MIDDLESEX WATER COMPANY
The Company and its subsidiaries form the Middlesex family of companies, which collectively serve a population of nearly half a million people in New Jersey and Delaware. We offer a full range of water, wastewater utility and related services including municipal and industrial contract operations and water and wastewater system technical operations and maintenance. We are focused on meeting and balancing the needs of our employees, customers and shareholders. We invest in our people, our infrastructure, and the communities we serve to support reliable and resilient utility services, economic growth, and quality of life. To learn more about Middlesex Water, visit https://www.middlesexwater.com
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX” or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results of operations as well as any other statements that do not directly relate to any historical or current facts. These statements reflect the Company’s current views and information currently available. This information is based on estimates, assumptions, and analysis that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees.” Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, whether as a result of new information, future events or otherwise.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
(732) 638-7549
www.middlesexwater.com
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, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating Revenues | $ | 42,801 | $ | 39,683 | $ | 80,957 | $ | 75,879 | ||||||||
| Operating Expenses: | ||||||||||||||||
| Operations and Maintenance | 21,204 | 19,557 | 41,462 | 38,695 | ||||||||||||
| Depreciation | 6,184 | 5,670 | 12,170 | 11,292 | ||||||||||||
| Other Taxes | 4,744 | 4,368 | 9,168 | 8,512 | ||||||||||||
| Total Operating Expenses | 32,132 | 29,595 | 62,800 | 58,499 | ||||||||||||
| Gain on Sale of Subsidiary | — | — | — | 5,232 | ||||||||||||
| Operating Income | 10,669 | 10,088 | 18,157 | 22,612 | ||||||||||||
| Other Income (Expense): | ||||||||||||||||
| Allowance for Funds Used During Construction | 852 | 548 | 1,665 | 926 | ||||||||||||
| Other Income (Expense), net | 1,290 | 1,396 | 2,188 | 2,773 | ||||||||||||
| Total Other Income, net | 2,142 | 1,944 | 3,853 | 3,699 | ||||||||||||
| Interest Charges | 3,251 | 2,369 | 5,846 | 4,219 | ||||||||||||
| Income before Income Taxes | 9,560 | 9,663 | 16,164 | 22,092 | ||||||||||||
| Income Taxes | (341 | ) | 795 | 397 | 1,124 | |||||||||||
| Net Income | 9,901 | 8,868 | 15,767 | 20,968 | ||||||||||||
| Preferred Stock Dividend Requirements | 30 | 30 | 60 | 60 | ||||||||||||
| Earnings Applicable to Common Stock | $ | 9,871 | $ | 8,838 | $ | 15,707 | $ | 20,908 | ||||||||
| Earnings per share of Common Stock: | ||||||||||||||||
| Basic | $ | 0.56 | $ | 0.50 | $ | 0.89 | $ | 1.19 | ||||||||
| Diluted | $ | 0.55 | $ | 0.50 | $ | 0.88 | $ | 1.18 | ||||||||
| Average Number of | ||||||||||||||||
| Common Shares Outstanding : | ||||||||||||||||
| Basic | 17,713 | 17,583 | 17,683 | 17,560 | ||||||||||||
| Diluted | 17,828 | 17,698 | 17,798 | 17,675 | ||||||||||||