Middlesex Water (NASDAQ: MSEX) lifts revenue and profit on rate hikes
Middlesex Water Company reported higher operating revenues and earnings for the quarter ended June 30, 2026, with operating revenues of $56,357 thousand and net income of $14,772 thousand, compared with $49,323 thousand and $10,778 thousand a year earlier. Diluted EPS was $0.79, and six‑month diluted EPS was $1.36 on revenues of $105,071 thousand.
Growth reflected a New Jersey Board of Public Utilities approval of a $14.5 million base rate increase for Middlesex and Pinelands effective February 23, 2026, along with higher consumption and customer growth at Tidewater. Regulated operations provided most of the improvement. The company invested $53,468 thousand in capital expenditures in the first half and plans about $126 million in 2026 spending within a $506 million 2026‑2028 program focused on PFAS treatment, lead service line replacement and system upgrades. Funding sources include State Revolving Fund loans, a new $25.0 million CoBank term loan, expanded credit lines totaling $180.0 million, and at‑the‑market equity issuance that generated $14.0 million in net proceeds year‑to‑date. Through June 30, 2026, the company also received $8.1 million from PFAS MDL settlements that are expected to be shared with customers.
Positive
- Q2 2026 net income increased to $14,772 thousand and diluted EPS to $0.79, supported by higher operating revenues from approved rate increases and stronger demand.
- Six‑month operating revenues rose to $105,071 thousand and net income to $25,377 thousand, reflecting contributions from both New Jersey and Delaware regulated operations.
Negative
- None.
Filing Explained
On July 29, 2026, 18,843,946 common shares were outstanding; as of June 30, $65.8 million of gross ATM capacity remained.
This Form 10-Q, an unaudited quarterly report, records that the company issued and sold 265,027 common shares through its ATM agreement during the six months ended
Because issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, those completed sales have an ownership-dilution consequence; the remaining
The merger of Pinelands Water and Pinelands Wastewater into Middlesex was finalized effective
In
The company reports contractual construction agreements that obligate it to spend an estimated
Key Figures
Q2 2026 Operating Revenues: $56,357 thousand
Q2 2026 Net Income: $14,772 thousand
Q2 2026 Diluted EPS: $0.79 per share
+5 more
8 metrics
Q2 2026 Operating Revenues
$56,357 thousand
Three months ended June 30, 2026 consolidated operating revenues
Q2 2026 Net Income
$14,772 thousand
Three months ended June 30, 2026 consolidated net income
Q2 2026 Diluted EPS
$0.79 per share
Earnings per share of common stock, diluted, for Q2 2026
Six-Month 2026 Operating Revenues
$105,071 thousand
Six months ended June 30, 2026 consolidated operating revenues
Total Assets
$1,423,482 thousand
Consolidated assets as of June 30, 2026
Capital Expenditures H1 2026
$53,468 thousand
Total capital expenditures for six months ended June 30, 2026
Credit Facilities
$180.0 million
Aggregate capacity of lines of credit as of June 30, 2026
MDL Settlement Payments Received
$8.1 million
PFAS multi-district litigation settlements received through June 30, 2026
Key Terms
Resiliency and Environmental System Improvement Charge (RESIC), Distribution System Improvement Charge (DSIC), Allowance for Funds Used During Construction (AFUDC), Perfluoroalkyl Substances (PFAS), +2 more
6 terms
Resiliency and Environmental System Improvement Charge (RESIC) regulatory
"approved the joint petition... for a Resiliency and Environmental System Improvement Charge (RESIC)"
Distribution System Improvement Charge (DSIC) regulatory
"approved the joint petition... for a Distribution System Improvement Charge (DSIC) Foundational Filing"
Allowance for Funds Used During Construction (AFUDC) financial
"Equity Portion of Allowance for Funds Used During Construction (AFUDC)"
Allowance for funds used during construction (AFUDC) is an accounting method that adds the cost of financing a long-term project—typically interest and related carrying costs—into the value of the asset while it is being built, rather than treating those costs as immediate expenses. For investors, AFUDC matters because it boosts reported asset value and can raise reported earnings during construction, affecting profitability comparisons and future return expectations much like rolling mortgage interest into the purchase price of a house changes both the asset’s book value and the apparent cost of owning it.
Perfluoroalkyl Substances (PFAS) medical
"manufacturers of Perfluoroalkyl Substances (PFAS) (for further information on the MDL settlement"
Multi-district litigation (MDL) regulatory
"parties to the aforementioned MDL lawsuit against manufacturers of certain PFAS"
Lead Service Line Replacement (LSLR) Plan technical
"used to fund the replacement of lead service lines under Middlesex's LSLR Plan"
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FAQ
How did Middlesex Water (MSEX) perform financially in Q2 2026?
Middlesex Water generated operating revenues of $56,357 thousand and net income of $14,772 thousand in Q2 2026. This compares with $49,323 thousand of revenue and $10,778 thousand of net income a year earlier, with diluted EPS rising from $0.60 to $0.79.
What drove Middlesex Water (MSEX) revenue and earnings growth in the first half of 2026?
First‑half growth was driven by a $14.5 million New Jersey base rate increase for Middlesex and Pinelands, higher wholesale demand and customer consumption, and Tidewater’s customer growth and rate increases. Regulated segment operating revenues reached $98,994 thousand, leading to consolidated net income of $25,377 thousand.
What are Middlesex Water’s (MSEX) major capital spending plans for 2026–2028?
The company plans about $126 million of capital spending in 2026 within a $506 million 2026–2028 program. Key projects include PFAS treatment at the Carl J. Olson plant, lead service line replacement, water main replacements and new treatment and storage facilities in Delaware.
How is Middlesex Water (MSEX) financing its infrastructure program and managing liquidity?
Financing sources include State Revolving Fund loans, a new $25.0 million CoBank term loan maturing in 2048, and credit lines totaling $180.0 million. An at‑the‑market equity program with up to $110.0 million capacity provided $14.0 million of net proceeds in the first half of 2026.
What PFAS-related developments affect Middlesex Water (MSEX)?
The company is addressing new USEPA PFAS drinking water regulations and upgrading treatment facilities accordingly. Through June 30, 2026 it received $8.1 million from PFAS multi‑district litigation settlements, with $5.8 million expected to continue to be shared with customers via credits and refunds.
How significant is regulated business to Middlesex Water’s (MSEX) results?
Regulated operations dominate performance, generating Q2 2026 operating revenues of $53,249 thousand and net income of $14,247 thousand. Non‑regulated businesses contributed $3,108 thousand of revenue and $525 thousand of net income, making the consolidated business heavily driven by regulated water and wastewater utilities.
What is the status of Middlesex Water’s (MSEX) share count and equity issuance?
Common shares outstanding were 18,843,946 as of July 29, 2026. In the six months ended June 30, 2026, the at‑the‑market program issued 265,027 shares, raising $14.0 million in net proceeds, while the investment plan added approximately 8,203 shares for about $0.4 million.
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _________________ to______________________
Commission File Number 0-422
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS employer identification no.) | ||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||||||||||||
| Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☑
The number of shares outstanding of each of the registrant's classes of common stock, as of July 29, 2026: Common Stock, No Par Value: 18,843,946 shares outstanding.
Table of Contents
INDEX
PART I. | FINANCIAL INFORMATION | PAGE | ||||||
Item 1. | Financial Statements (Unaudited): | |||||||
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025 | 1 | |||||||
Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 | 2 | |||||||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | 3 | |||||||
Condensed Consolidated Statements of Capital Stock and Long-Term Debt as of June 30, 2026 and December 31, 2025 | 4 | |||||||
Condensed Consolidated Statements of Common Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 | 5 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||||||
Item 3. | Quantitative and Qualitative Disclosures of Market Risk | 24 | ||||||
Item 4. | Controls and Procedures | 25 | ||||||
PART II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 26 | ||||||
Item 1A. | Risk Factors | 26 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | ||||||
Item 3. | Defaults upon Senior Securities | 26 | ||||||
Item 4. | Mine Safety Disclosures | 26 | ||||||
Item 5. | Other Information | 26 | ||||||
Item 6. | Exhibits | 27 | ||||||
SIGNATURES | 28 | |||||||
Table of Contents
PART I. FINANCIAL INFORMATION
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 | $ | $ | $ | $ | |||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Operations and Maintenance | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Other Taxes | |||||||||||||||||||||||
| Total Operating Expenses | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Other Income: | |||||||||||||||||||||||
| Allowance for Funds Used During Construction | |||||||||||||||||||||||
| Other Income, net | |||||||||||||||||||||||
| Total Other Income, net | |||||||||||||||||||||||
| Interest Charges | |||||||||||||||||||||||
| Income before Income Taxes | |||||||||||||||||||||||
| Income Taxes | |||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Preferred Stock Dividend Requirements | |||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share of Common Stock: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Average Number of | |||||||||||||||||||||||
| Common Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
1
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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 | $ | $ | ||||||||||||||||||||
| Transmission and Distribution | |||||||||||||||||||||||
| General | |||||||||||||||||||||||
| Construction Work in Progress | |||||||||||||||||||||||
| TOTAL | |||||||||||||||||||||||
| Less Accumulated Depreciation | |||||||||||||||||||||||
| UTILITY PLANT - NET | |||||||||||||||||||||||
| CURRENT ASSETS: | Cash and Cash Equivalents | ||||||||||||||||||||||
Accounts Receivable, net of allowance for credit losses of $ | |||||||||||||||||||||||
| Unbilled Revenues | |||||||||||||||||||||||
| Materials and Supplies (at average cost) | |||||||||||||||||||||||
| Prepayments | |||||||||||||||||||||||
| Regulatory Assets | |||||||||||||||||||||||
| TOTAL CURRENT ASSETS | |||||||||||||||||||||||
| OTHER ASSETS: | Operating Lease Right of Use Asset | ||||||||||||||||||||||
| Restricted Cash | |||||||||||||||||||||||
| Regulatory Assets | |||||||||||||||||||||||
| Non-utility Assets - Net | |||||||||||||||||||||||
| Employee Benefit Plans | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| TOTAL OTHER ASSETS | |||||||||||||||||||||||
| TOTAL ASSETS | $ | $ | |||||||||||||||||||||
| CAPITALIZATION AND LIABILITIES | |||||||||||||||||||||||
| CAPITALIZATION: | Common Stock, No Par Value, authorized | $ | $ | ||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| TOTAL COMMON EQUITY | |||||||||||||||||||||||
Preferred Stock, No Par Value; authorized | |||||||||||||||||||||||
| Long-term Debt | |||||||||||||||||||||||
| TOTAL CAPITALIZATION | |||||||||||||||||||||||
| CURRENT | Current Portion of Long-term Debt | ||||||||||||||||||||||
| LIABILITIES: | Notes Payable | ||||||||||||||||||||||
| Accounts Payable | |||||||||||||||||||||||
| Accrued Taxes | |||||||||||||||||||||||
| Accrued Interest | |||||||||||||||||||||||
| Regulatory Liabilities | |||||||||||||||||||||||
| Unearned Revenues and Advanced Service Fees | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| TOTAL CURRENT LIABILITIES | |||||||||||||||||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES (Note 7) | |||||||||||||||||||||||
| OTHER LIABILITIES: | Advances for Construction | ||||||||||||||||||||||
| Lease Obligations | |||||||||||||||||||||||
| Accumulated Deferred Income Taxes | |||||||||||||||||||||||
| Regulatory Liabilities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| TOTAL OTHER LIABILITIES | |||||||||||||||||||||||
| CONTRIBUTIONS IN AID OF CONSTRUCTION | |||||||||||||||||||||||
| TOTAL CAPITALIZATION AND LIABILITIES | $ | $ | |||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
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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 | $ | $ | |||||||||||||||
| Adjustments to Reconcile Net Income to | |||||||||||||||||
| Net Cash Provided by Operating Activities: | |||||||||||||||||
| Depreciation and Amortization | |||||||||||||||||
| Provision for Deferred Income Taxes and Investment Tax Credits | ( | ( | |||||||||||||||
| Equity Portion of Allowance for Funds Used During Construction (AFUDC) | ( | ( | |||||||||||||||
| Cash Surrender Value of Life Insurance | ( | ||||||||||||||||
| Stock Compensation Expense | |||||||||||||||||
| Changes in Assets and Liabilities: | |||||||||||||||||
| Accounts Receivable | ( | ( | |||||||||||||||
| Unbilled Revenues | ( | ( | |||||||||||||||
| Materials & Supplies | ( | ( | |||||||||||||||
| Prepayments | ( | ( | |||||||||||||||
| Accounts Payable | |||||||||||||||||
| Accrued Taxes | |||||||||||||||||
| Accrued Interest | |||||||||||||||||
| Employee Benefit Plans | ( | ( | |||||||||||||||
| Other Assets and Liabilities | ( | ( | |||||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | |||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Utility Plant Expenditures, Including AFUDC-Debt of $ | ( | ( | |||||||||||||||
| Acquisition of Water Systems | ( | ( | |||||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ( | |||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
| Redemption of Long-term Debt | ( | ( | |||||||||||||||
| Proceeds from Issuance of Long-term Debt | |||||||||||||||||
| Net Short-term Bank Borrowings | |||||||||||||||||
| Deferred Debt Issuance Expense | ( | ||||||||||||||||
| Payment of Grantee Withholding Taxes in Exchange for Restricted Stock | ( | ( | |||||||||||||||
| Proceeds from Issuance of Common Stock | |||||||||||||||||
| Common Stock Issuance Expense | ( | ( | |||||||||||||||
| Payment of Common Dividends | ( | ( | |||||||||||||||
| Payment of Preferred Dividends | ( | ( | |||||||||||||||
| Construction Advances and Contributions-Net | |||||||||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | |||||||||||||||||
| NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | |||||||||||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | |||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
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 - | ||||||||||||||
Shares Outstanding -2026 - | $ | $ | ||||||||||||
| Retained Earnings | ||||||||||||||
| TOTAL COMMON EQUITY | $ | $ | ||||||||||||
| Cumulative Preferred Stock, No Par Value: | ||||||||||||||
Shares Authorized - | ||||||||||||||
Shares Outstanding - 2026 - | ||||||||||||||
| Convertible: | ||||||||||||||
Shares Outstanding, $ | $ | $ | ||||||||||||
| Nonredeemable: | ||||||||||||||
Shares Outstanding, $ | ||||||||||||||
Shares Outstanding, $ | ||||||||||||||
| TOTAL PREFERRED STOCK | $ | $ | ||||||||||||
| Long-term Debt: | ||||||||||||||
First Mortgage Bonds, | $ | $ | ||||||||||||
Secured Notes, | ||||||||||||||
State Revolving Trust Notes, | ||||||||||||||
| SUBTOTAL LONG-TERM DEBT | ||||||||||||||
| Add: Premium on Issuance of Long-term Debt | ||||||||||||||
| Less: Unamortized Debt Expense | ( | ( | ||||||||||||
| Less: Current Portion of Long-term Debt | ( | ( | ||||||||||||
| TOTAL LONG-TERM DEBT | $ | $ | ||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
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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 | $ | $ | $ | ||||||||||||||||||||
| Net Income | — | — | |||||||||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | — | ||||||||||||||||||||||
| Restricted Stock Award -Net-Employees | — | ||||||||||||||||||||||
Conversion of $ | — | ||||||||||||||||||||||
Cash Dividends on Common Stock ($ | — | — | ( | ( | |||||||||||||||||||
| Cash Dividends on Preferred Stock | — | — | ( | ( | |||||||||||||||||||
| Balance at March 31, 2025 | |||||||||||||||||||||||
| Net Income | — | — | |||||||||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | — | ||||||||||||||||||||||
| Restricted Stock Award - Net - Employees | — | ||||||||||||||||||||||
| Restricted Stock Award - Board of Directors | — | ||||||||||||||||||||||
Conversion of $ | — | ||||||||||||||||||||||
| At-The-Market Program Common Stock Issuance | — | ||||||||||||||||||||||
| Common Stock Issuance Expense | — | ( | — | ( | |||||||||||||||||||
Cash Dividends on Common Stock ($ | — | — | ( | ( | |||||||||||||||||||
| Cash Dividends on Preferred Stock | — | — | ( | ( | |||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ||||||||||||||||||||
| Net Income | — | — | |||||||||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | — | ||||||||||||||||||||||
| Restricted Stock Award -Net-Employees | — | ||||||||||||||||||||||
| At-The-Market Program Common Stock Issuance | — | ||||||||||||||||||||||
| Common Stock Issuance Expense | — | ( | — | ( | |||||||||||||||||||
Cash Dividends on Common Stock ($ | — | — | ( | ( | |||||||||||||||||||
| Cash Dividends on Preferred Stock | — | — | ( | ( | |||||||||||||||||||
| Balance at March 31, 2026 | |||||||||||||||||||||||
| Net Income | — | — | |||||||||||||||||||||
| Dividend Reinvestment & Common Stock Purchase Plan | — | ||||||||||||||||||||||
| Restricted Stock Award - Net - Employees | — | ||||||||||||||||||||||
| Restricted Stock Award - Board of Directors | — | ||||||||||||||||||||||
| At-The-Market Program Common Stock Issuance | — | ||||||||||||||||||||||
| Common Stock Issuance Expense | — | ( | — | ( | |||||||||||||||||||
Cash Dividends on Common Stock ($ | — | — | ( | ( | |||||||||||||||||||
| Cash Dividends on Preferred Stock | — | — | ( | ( | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ||||||||||||||||||||
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
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
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 | $ | $ | $ | $ | |||||||||||||||||||||||||
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
| (In Thousands Except per Share Amounts) | |||||||||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Basic: | Income | Shares | Income | Shares | |||||||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||||||||
| Preferred Dividend | ( | ( | |||||||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
| Basic EPS | $ | $ | |||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
$ | |||||||||||||||||||||||||||||
| Adjusted Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
| Diluted EPS | $ | $ | |||||||||||||||||||||||||||
| (In Thousands Except per Share Amounts) | |||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Basic: | Income | Shares | Income | Shares | |||||||||||||||||||||||||
| Net Income | $ | $ | |||||||||||||||||||||||||||
| Preferred Dividend | ( | ( | |||||||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
| Basic EPS | $ | $ | |||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||
| Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
$ | |||||||||||||||||||||||||||||
| Adjusted Earnings Applicable to Common Stock | $ | $ | |||||||||||||||||||||||||||
| Diluted EPS | $ | $ | |||||||||||||||||||||||||||
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 | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Total Reportable Segments | |||||||||||||||||||||||
| Inter-segment Elimination | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated Operating Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Purchased Water: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Total Reportable Segments | |||||||||||||||||||||||
| Inter-segment Elimination | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated Purchased Water | $ | $ | $ | $ | |||||||||||||||||||
| Other Operations and Maintenance Expenses: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Total Reportable Segments | |||||||||||||||||||||||
| Inter-segment Elimination | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated Other Operations and Maintenance Expenses | $ | $ | $ | $ | |||||||||||||||||||
| Other Taxes: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | $ | $ | |||||||||||||||||||||
| Consolidated Other Taxes | $ | $ | $ | $ | |||||||||||||||||||
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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 | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Consolidated Depreciation | $ | $ | $ | $ | |||||||||||||||||||
| Operating Income: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Consolidated Operating Income | $ | $ | $ | $ | |||||||||||||||||||
| Other Income: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | |||||||||||||||||||||||
| Total Reportable Segments | |||||||||||||||||||||||
| Inter-segment Elimination | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated Other Income, Net | |||||||||||||||||||||||
| Income Taxes: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | $ | $ | |||||||||||||||||||||
| Consolidated Income Taxes | $ | $ | $ | $ | |||||||||||||||||||
| Net Income: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | $ | $ | |||||||||||||||||||||
| Consolidated Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Capital Expenditures: | |||||||||||||||||||||||
| Regulated | $ | $ | $ | $ | |||||||||||||||||||
| Non – Regulated | $ | $ | |||||||||||||||||||||
| Total Capital Expenditures | $ | $ | $ | $ | |||||||||||||||||||
| (Thousands of Dollars) | |||||||||||
| As of June 30, 2026 | As of December 31, 2025 | ||||||||||
| Assets: | |||||||||||
| Regulated | $ | $ | |||||||||
| Non – Regulated | |||||||||||
| Total Reportable Segments | |||||||||||
| Inter-segment Elimination | ( | ( | |||||||||
| Consolidated Assets | $ | $ | |||||||||
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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 | $ | $ | $ | Uncommitted | July 31, 2027 | |||||||||||||||||||||||||||
| PNC Bank | Committed | January 31, 2029 | ||||||||||||||||||||||||||||||
| CoBank | Committed | May 20, 2029 | ||||||||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted Average Interest Rates | % | % | % | % | ||||||||||||||||||||||
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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Untreated | ||||||||||||||||||||||||||
| Total Costs | $ | $ | $ | $ | ||||||||||||||||||||||
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 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 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest Cost | ||||||||||||||||||||||||||
| Expected Return on Assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of Unrecognized Losses (Gains) | ( | ( | ||||||||||||||||||||||||
| Net Periodic Benefit* | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||||
| Pension Benefits | Other Benefits | |||||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Service Cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest Cost | ||||||||||||||||||||||||||
| Expected Return on Assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of Unrecognized Losses (Gains) | ( | ( | ||||||||||||||||||||||||
| Net Periodic Benefit* | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
*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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||
| Fire Protection | ||||||||||||||||||||||||||
| Wholesale | ||||||||||||||||||||||||||
| Non-Regulated Contract Operations | ||||||||||||||||||||||||||
| Total Revenue from Contracts with Customers | $ | $ | $ | $ | ||||||||||||||||||||||
| Other Regulated Revenues | ||||||||||||||||||||||||||
| Other Non-Regulated Revenues | ||||||||||||||||||||||||||
| Inter-segment Elimination | ( | ( | ( | ( | ||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Note 10 – Income Taxes
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 | $ | $ | |||||||||
| Accrued Payables for Utility Plant | |||||||||||
| Conversion of Preferred Stock into Common Stock | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||||||||||
| Cash Paid During the Six Months for: | |||||||||||
| Interest | |||||||||||
| Interest Capitalized | |||||||||||
| Income Taxes | |||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Middlesex Water Company (Middlesex or the Company) included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Forward-Looking Statements
Certain statements contained in this periodic report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. The Company intends that these statements be covered by the safe harbors created under those laws. They include, but are not limited to statements as to:
-expected financial condition, performance, prospects and earnings of the Company;
-strategic plans for growth;
-the amount and timing of rate increases and other regulatory matters, including the recovery of certain costs recorded as regulatory assets;
-the Company’s expected liquidity needs during the upcoming fiscal year and beyond and the sources and availability of funds to meet its liquidity needs;
-expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results;
-financial projections;
-the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets;
-the ability of the Company to pay dividends;
-the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs;
-changes in federal and state regulations;
-the safety and reliability of the Company’s equipment, facilities and operations;
-the Company’s plans to renew municipal franchises and consents in the territories it serves;
-trends; and
-the availability and quality of our water supply.
These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to:
-effects of general economic conditions;
-increases in competition for growth in non-franchised markets;
-ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the Company’s control;
-availability of adequate supplies of quality water;
-actions taken by government regulators, including decisions on rate increase requests;
-new or modified water quality standards and compliance with related legal and regulatory requirements;
-weather variations, including climate variability, and other natural phenomena impacting utility operations;
-financial and operating risks associated with acquisitions and/or privatizations;
-acts of war or terrorism;
-cyber-attacks;
-changes in the pace of real estate development;
-availability and cost of capital resources;
-timely availability of materials and supplies for operations and for critical infrastructure projects;
-effectiveness of internal control over financial reporting; and
-other factors discussed elsewhere in this report.
Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report. The Company does not undertake any obligation to release publicly any
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revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A. - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Overview
Middlesex Water Company (Middlesex or the Company) has operated as a water utility in New Jersey since 1897 and in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992. We are in the business of providing an essential water utility service for domestic, commercial, municipal, industrial and fire protection purposes. We operate water and wastewater systems under contract for governmental entities and private entities primarily in New Jersey and Delaware and provide regulated wastewater services in New Jersey. We are regulated by state public utility commissions as to rates charged to customers for water and wastewater services, as to the quality of water and wastewater service we provide and as to certain other matters in the states in which our regulated subsidiaries operate. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated public utilities as related to rates and services quality. All municipal or commercial entities whose utility operations are managed by these entities, however, are subject to environmental regulation at the federal and state levels.
Our principal New Jersey water utility system, Middlesex, provides water services to approximately 61,000 retail customers in central New Jersey, and also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. Prior to April 1, 2026, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provided water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey. Effective April 1, 2026, Pinelands was merged into Middlesex and those customers are now served by Middlesex (Middlesex and the Pinelands are collectively referred to as the "Middlesex System").
Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 66,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, serves approximately 3,700 households in Kent and Sussex Counties through various operations and maintenance contracts.
USA-PA operates the water and wastewater systems for the City of Perth Amboy, New Jersey (Perth Amboy) under a 10-year operations and maintenance contract expiring in 2028. In addition to performing day-to-day operations, USA-PA is also responsible for emergency response and management of capital projects funded by Perth Amboy.
USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2032. USA also operates the Borough of Highland Park, New Jersey’s (Highland Park) water and wastewater systems under a 10-year operations and maintenance contract expiring in 2030. In addition to performing day-to-day service operations, USA is responsible for emergency response and management of capital projects funded by Avalon and Highland Park.
Under a marketing agreement with HomeServe USA Corp. (HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware water and wastewater related services and home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities.
Recent Developments
Perfluoroalkyl Substances (PFAS) Multi-District Litigation Settlement - Multiple Company utility subsidiaries are parties to a multi-district litigation (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 timely submitted to the MDL court its Phase One claim forms under settlement agreements with defendants 3M Company, DuPont de Nemours, Inc., Tyco Fire Products LP and BASF Corporation.
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The settlement payments received by the Company will ultimately be refunded to customers. Through June 30, 2026, the Company received $8.1 million and anticipates receiving additional settlement payments during the remainder of 2026 from the defendants named above.
Rates and Regulatory Matters
Middlesex - In February 2026, the New Jersey Board of Public Utilities (NJBPU) approved:
•$14.5 million of base rate increases for Middlesex and Pinelands, effective February 23, 2026;
•A Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing, which allows for the recovery of certain costs of future Middlesex and Pinelands investments related to compliance with requirements to address existing and emerging chemical elements or compounds, installation of new plant or equipment or replacement of existing plant or equipment to further maintain, enhance, or improve resiliency, health, safety or environmental protection; and
•A Distribution System Improvement Charge (DSIC) Foundational Filing, which allows for the recovery of future Middlesex and Pinelands Water investments in qualifying capital improvements to their water distribution system.
In January 2026, the NJBPU approved the merger of Pinelands into Middlesex through a corporate reorganization, which was completed April 1, 2026.
Tidewater - 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 January 2026, Tidewater completed the acquisition of the water utility assets of Pinewood Acres, LLC, as authorized by the DEPSC.
See Note 2, Rates and Regulatory Matters for more details about our rates and regulatory activity in Delaware and New Jersey.
United States Environmental Protection Agency (USEPA) Issues PFAS Regulations - In April 2024, the USEPA finalized drinking water regulations for PFAS, establishing maximum contaminant levels (MCLs) for three PFAS compounds (Regulated PFAS) that are lower than the current New Jersey Department of Environmental Protection MCLs adhered to by the Company. Under the new USEPA regulations, effective April 2024, water systems must monitor for Regulated PFAS and have three years to complete initial monitoring (by April 2027), followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of Regulated PFAS in their drinking water beginning in 2027. Water systems have five years (by April 2029) to implement solutions that reduce Regulated PFAS if monitoring shows that drinking water levels exceed these MCLs. The USEPA has announced its plans to issue a proposed rule allowing utilities to extend the compliance date to 2031.
Beginning in April 2029 and absent an extension by the USEPA, water systems that have Regulated PFAS in drinking water which exceeds one or more of these MCLs must take action to reduce levels of these PFAS compounds in their drinking water and must provide notification to the public of the violation.
In anticipation of these new USEPA standards, in 2023, the Company began implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently designing and implementing the most effective PFAS treatment approach.
Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to better serve current and future generations of water and wastewater customers. The Company plans to invest approximately $126 million in 2026 in connection with this plan for projects that include, but are not limited to:
•Upgrade of the Carl J. Olson Surface Water Treatment Plant (CJO Plant) to integrate PFAS removal from source
water and CJO Plant finished water pump electrical distribution system improvements in our Middlesex System;
•Construction of new water treatment facilities, distribution system improvements and PFAS treatment facilities in
Delaware; and
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•Various water main replacements and improvements.
Strategy for Growth
Our strategy for selective and sustainable growth is focused on the following key areas:
•Invest in our utility infrastructure to build system resiliency and meet compliance requirements;
•Timely and adequate recovery of infrastructure investments and other costs to maintain and continually improve service quality;
•Selective acquisitions of investor and municipally-owned water and wastewater utilities; and
•Operation of municipal and industrial water and wastewater systems on a contract basis which meet our risk profile.
Outlook
The Company has projected to spend approximately $506 million for the 2026-2028 capital investment program, including approximately $255 million for upgrading our CJO Plant to integrate PFAS removal from source water, $34 million on the RENEW Program, which is our ongoing initiative to replace water mains in the Middlesex System, $17 million for replacement of a transmission main in Metuchen in our Middlesex System, $8 million for booster station generator replacement and electrical improvements, $9 million for construction of the Bethany Bay new water treatment facility in the Tidewater system and $12 million for elevated storage tanks in our Tidewater system.
The Company utilizes semi-annual DSIC and RESIC filings between general rate case filings to timely recover costs for qualified capital investments related to its utility systems as well as compliance with requirements to address existing and emerging chemical elements or compounds, installation of new plant or equipment or replacement of existing plant or equipment to further maintain and enhance resiliency, health, safety or environmental protection investments.
Overall, organic residential customer growth continues in our Tidewater system (approximately 3.0% in 2025) through expansion of our franchise area. However, current and evolving market conditions may challenge that growth.
The Company continues to seek "tuck-in" acquisition opportunities for small water systems near our current service areas
that are easily integrated into our Company, such as the recent acquisitions of the water utility assets of the Town of Ocean
View and Pinewood Acres, LLC in Delaware.
Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management and customer growth. Weather patterns which can result in lower customer demand for water may occur at any time. Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests.
Operating Results by Segment
The discussion of the Company’s operating results is on a consolidated basis and includes significant factors by subsidiary. The Company has two operating segments, Regulated and Non-Regulated. The operations of the Regulated segment are subject to regulations promulgated by state public utility commissions as to rates and level of service. Rates and level of service in the Non-Regulated segment are subject to the terms of individually negotiated and executed contracts with municipal, industrial and other clients. Both segments are subject to federal and state environmental, water and wastewater quality and other associated legal and regulatory requirements.
The segments in the tables included below are comprised of the following companies: Regulated - Middlesex, Tidewater, Pinelands (through March 31, 2026, when Pinelands was merged into Middlesex - see Note 2 – Rates and Regulatory Matters, Middlesex Rate Matters for more details) and Southern Shores; Non-Regulated - USA, USA-PA, and White Marsh.
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Results of Operations – Three months ended June 30, 2026
| (In Thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Regulated | Non- Regulated | Total | Regulated | Non- Regulated | Total | |||||||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 53,249 | $ | 3,108 | $ | 56,357 | $ | 46,192 | $ | 3,131 | $ | 49,323 | ||||||||||||||||||||||||||||||||
| Operations and Maintenance Expense | 23,209 | 2,190 | 25,399 | 21,035 | 2,031 | 23,066 | ||||||||||||||||||||||||||||||||||||||
| Depreciation | 6,686 | 75 | 6,761 | 6,638 | 65 | 6,703 | ||||||||||||||||||||||||||||||||||||||
| Other Taxes | 5,895 | 73 | 5,968 | 5,576 | 66 | 5,642 | ||||||||||||||||||||||||||||||||||||||
| Operating Income | $ | 17,459 | $ | 770 | $ | 18,229 | $ | 12,943 | $ | 969 | $ | 13,912 | ||||||||||||||||||||||||||||||||
| Other Income, net | 2,330 | 18 | 2,348 | 1,860 | 38 | 1,898 | ||||||||||||||||||||||||||||||||||||||
| Interest Charges | 4,016 | — | 4,016 | 3,623 | — | 3,623 | ||||||||||||||||||||||||||||||||||||||
| Income Taxes | 1,526 | 263 | 1,789 | 1,088 | 321 | 1,409 | ||||||||||||||||||||||||||||||||||||||
| Net Income | $ | 14,247 | $ | 525 | $ | 14,772 | $ | 10,092 | $ | 686 | $ | 10,778 | ||||||||||||||||||||||||||||||||
Operating Revenues
Operating revenues for the three months ended June 30, 2026 increased $7.0 million from the same period in 2025 due to the following factors:
•Middlesex revenues increased $5.3 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters); and
•Tidewater revenues increased $1.7 million due to increased customer consumption, customer growth and rate increases (see Note 2, Rates and Regulatory Matters).
Operations and Maintenance Expense
Operations and Maintenance Expense for the three months ended June 30, 2026 increased $2.3 million from the same period in 2025 primarily due to increases in the allowance for credit loss reserve and employee related costs, partially offset by higher capitalizable costs.
Depreciation
Depreciation expense for the three months ended June 30, 2026 increased $0.1 million from the same period in 2025 due to higher average utility plant in service.
Other Taxes
Other Taxes for the three months ended June 30, 2026 increased $0.3 million from the same period in 2025 due to higher gross receipts taxes on higher revenues in our Middlesex System.
Other Income, net
Other Income, net for the three months ended June 30, 2026 increased $0.5 million from the same period in 2025 due to higher Allowance for Funds Used During Construction from increased capital expenditures.
Interest Charges
Interest Charges for the three months ended June 30, 2026 increased $0.4 million from the same period in 2025 primarily due to higher average debt outstanding.
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Income Taxes
Income Taxes for the three months ended June 30, 2026 increased by $0.4 million from the same period in 2025, primarily due to higher pre-tax income partially offset by lower effective tax rate from the flow-through benefit of increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Results of Operations – Six months ended June 30, 2026
| (In Thousands) | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Regulated | Non- Regulated | Total | Regulated | Non- Regulated | Total | |||||||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 98,994 | $ | 6,077 | $ | 105,071 | $ | 87,660 | $ | 5,964 | $ | 93,624 | ||||||||||||||||||||||||||||||||
| Operations and Maintenance Expense | 43,984 | 4,427 | 48,411 | 40,288 | 3,887 | 44,175 | ||||||||||||||||||||||||||||||||||||||
| Depreciation | 13,649 | 148 | 13,797 | 13,102 | 128 | 13,230 | ||||||||||||||||||||||||||||||||||||||
| Other Taxes | 11,391 | 141 | 11,532 | 10,626 | 124 | 10,750 | ||||||||||||||||||||||||||||||||||||||
| Operating Income | $ | 29,970 | $ | 1,361 | $ | 31,331 | $ | 23,644 | $ | 1,825 | $ | 25,469 | ||||||||||||||||||||||||||||||||
| Other Income, net | 4,308 | 43 | 4,351 | 3,603 | 93 | 3,696 | ||||||||||||||||||||||||||||||||||||||
| Interest Charges | 7,231 | — | 7,231 | 6,336 | — | 6,336 | ||||||||||||||||||||||||||||||||||||||
| Income Taxes | 2,599 | 475 | 3,074 | 1,960 | 611 | 2,571 | ||||||||||||||||||||||||||||||||||||||
| Net Income | $ | 24,448 | $ | 929 | $ | 25,377 | $ | 18,951 | $ | 1,307 | $ | 20,258 | ||||||||||||||||||||||||||||||||
Operating Revenues
Operating revenues for the six months ended June 30, 2026 increased $11.4 million from the same period in 2025 due to the following factors:
•Middlesex revenues increased $8.8 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);
•Tidewater revenues increased $2.5 million due to increased customer consumption, customer growth, and rate increases (see Note 2, Rates and Regulatory Matters); and
•Non-regulated revenues increased $0.1 million, primarily due to higher supplemental contract services.
Operations and Maintenance Expense
Operations and Maintenance Expense for the six months ended June 30, 2026 increased $4.2 million from the same period in 2025 primarily due to increases in allowance for credit loss reserve, employee related costs and variable production costs, partially offset by higher capitalizable costs.
Depreciation
Depreciation expense for the six months ended June 30, 2026 increased $0.6 million from the same period in 2025 due to higher average utility plant in service.
Other Taxes
Other Taxes for the six months ended June 30, 2026 increased $0.8 million from the same period in 2025 due to higher gross receipts taxes on higher revenue in our Middlesex System.
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Other Income, net
Other Income, net for the six months June 30, 2026 increased $0.7 million from the same period in 2025 due to higher Allowance for Funds Used During Construction from increased capital expenditures.
Interest Charges
Interest Charges for the six months ended June 30, 2026 increased $0.9 million from the same period in 2025 due to higher average debt outstanding.
Income Taxes
Income Taxes for the six months ended June 30, 2026 increased by $0.5 million from the same period in 2025, primarily due to higher pre-tax income partially offset by lower effective tax rate from the flow-through benefit of increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.
Liquidity and Capital Resources
Operating Cash Flows
Cash flows from operations are largely based on four factors: weather, adequate and timely rate increases, effective cost management and customer growth. The effect of those factors on net income is discussed in Results of Operations above.
For the six months ended June 30, 2026, cash flows from operating activities decreased $4.0 million to $28.1 million. The decrease in cash flows from operating activities primarily resulted from higher vendor and income tax payments offset by the impact of Middlesex’s and Tidewater's approved base rate increases effective February 2026 and July 2025, respectively.
Investing Cash Flows
For the six months ended June 30, 2026, cash flows used in investing activities decreased $1.6 million to $53.6 million due to lower acquisition spending on water systems offset by increased utility plant expenditures.
For further discussion on the Company’s future capital expenditures and expected funding sources, see Capital Expenditures and Commitments below.
Financing Cash Flows
For the six months ended June 30, 2026, cash flows from financing activities increased $1.3 million to $24.5 million. The increase in cash flows provided by financing activities is due to higher long-term debt borrowings and the proceeds from the issuance of common stock under Middlesex’s At-the-Market (ATM) equity offering program (for further information on Middlesex’s ATM equity offering program, see below under Capital Expenditures and Commitments) partially offset by increased redemption of long-term-debt and lower short-term debt borrowings.
Capital Expenditures and Commitments
To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and the ATM equity offering program, and when market conditions are favorable, proceeds from sales to the public of our common stock. 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.
The NJBPU has approved Middlesex's petition to borrow up to $260.0 million during the period January 2026 through December 2028, in one or more negotiated transactions in the form of notes and/or first mortgage bonds through loans
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from the New Jersey SRF Program, the New Jersey Economic Development Authority, private placement and other financial institutions as needed.
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 Lead Service Line Replacement Plan. Funding requisitions are expected to occur through December 2027.
In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB 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 as of June 30, 2026 and does not anticipate 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.
In order to fully fund the ongoing investment program in our utility plant infrastructure and maintain a balanced capital structure consistent with regulators’ expectations for a regulated water utility, Middlesex may offer for sale additional shares of its common stock. The amount, timing and method of sale of common stock is dependent on the timing of construction expenditures, the level of additional debt financing and financial market conditions.
The NJBPU has approved Middlesex's petition to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028, in one or more offerings through a traditional underwritten public offering and/or an ATM offering.
In May 2025, Middlesex entered into an ATM Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott (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. In February 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.
Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements and guidance.
Item 3. Quantitative and Qualitative Disclosures of Market Risk
We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing
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fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2026 to 2059. Over the next twelve months, approximately $7.7 million of existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest charged by 10% on those borrowings would not have a material effect on our earnings. Fixed rate long-term debt and variable rate short-term debt agreements were not entered into for trading purposes.
Our risks associated with commodity price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows.
We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through customers’ rates.
The Company's retirement benefit plan assets are exposed to the market prices variations of debt and equity securities. Changes to the Company's retirement benefit plan asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our exposure to market price risk in our retirement benefit plan assets is managed through our ability to recover retirement benefit plan costs through customer rates. There were no material changes to our primary market risk exposures or how such exposures are managed in 2026 nor are there expected to be in the future.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities and Exchange Act of 1934 (the Exchange Act), an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The following information updates and amends the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 in Part I, Item 3—Legal Proceedings. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Company’s Form 10-K.
The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings will not have a material adverse effect on the Company’s consolidated financial statements.
Item 1A. Risk Factors
The information about risk factors does not differ materially from those set forth in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a)None.
(b)None.
(c)Insider Trading Arrangements and Policies - During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
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Item 6. Exhibits
| 10.15(f) | Eighth Amendment to Promissory Note and Supplement, dated as of May 15, 2026, between Tidewater Utilities, Inc. and CoBank, ACB. | ||||
| 10.15(g) | Promissory Note and Supplement, dated June 5, 2026, between Tidewater Utilities, Inc. and CoBank, ACB; Amendments to Combination Water Utility Real Estate Mortgage and Security Agreement, effective June 5, 2026, between Tidewater Utilities, Inc. and CoBank, ACB. | ||||
| 10.24(g) | Amendment No. 6 ($60,000,000) to Uncommitted Loan Agreement, dated July 24, 2026, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Middlesex Water Maryland, Inc; Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc. and Bank of America, N.A. | ||||
| 10.60 | Loan Agreement, dated June 18, 2026, between New Jersey Infrastructure Bank and the Company | ||||
2.1.1 | Middlesex Water Company, Pinelands Water Company and Pinelands Wastewater Company Agreement and Plan of Merger dated as of April 1, 2026, filed as Exhibit 2.1.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 | ||||
2.1.2 | Certificate of Merger of Pinelands Water Company and Pinelands Wastewater Company With and Into Middlesex Water Company dated as of April 1, 2026, filed as Exhibit 2.1.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 | ||||
| 31.1 | Section 302 Certification by Nadine Leslie pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. | ||||
| 31.2 | Section 302 Certification by Mohammed G. Zerhouni pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. | ||||
| 32.1 | Section 906 Certification by Nadine Leslie pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2 | Section 906 Certification by Mohammed G. Zerhouni pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Schema Document | ||||
| 101.CAL | XBRL Calculation Linkbase Document | ||||
| 101.LAB | XBRL Labels Linkbase Document | ||||
| 101.PRE | XBRL Presentation Linkbase Document | ||||
| 101.DEF | XBRL Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MIDDLESEX WATER COMPANY | ||||||||
By: | /s/ Nadine Leslie | |||||||
| Nadine Leslie | ||||||||
Chair, President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Mohammed G. Zerhouni | |||||||
| Mohammed G. Zerhouni | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial Officer) | ||||||||
Date: July 30, 2026
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