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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: July 29, 2022

 

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)

 

New Jersey 0-422 22-1114430
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)

 

485C Route 1 South, Suite 400, Iselin, New Jersey 08830

(Address of Principal Executive Offices) (Zip Code)

 

732-634-1500

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock MSEX The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On July 29, 2022, Middlesex Water Company announced its financial results for the quarter ended June 30, 2022. A copy of the press release announcing these results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit  
Number Description of Document
99.1 Press Release issued by Middlesex Water Company, dated July 29, 2022 announces Second Quarter 2022 Financial Results.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.

 

 

 

  MIDDLESEX WATER COMPANY
                      (Registrant)
   
   
  /s/A. Bruce O’Connor
  A. Bruce O’Connor
  Senior Vice President, Treasurer and
  Chief Financial Officer

 

 

Dated: July 29, 2022

 

 

 

 

 

 

 

Exhibit 99.1

 

MIDDLESEX WATER REPORTS

SECOND QUARTER 2022 EARNINGS

 

 

Iselin, NJ, (July 29, 2022) - Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX) a provider of water and wastewater services, today reported second quarter financial results.

 

Second Quarter 2022 Results

Quarterly consolidated operating revenues increased $3.0 million to $39.7 million compared to the same period in 2021. Revenues in our Middlesex System in New Jersey increased $4.4 million primarily due to the January 1, 2022 New Jersey Board of Public Utilities (the “NJBPU”) approved base rate increase. In our Delaware system, revenues decreased $0.1 million due to lower new customer connection fees. The sale of our regulated Delaware wastewater subsidiary in January 2022 reduced revenues by $0.7 million.

 

Operation and maintenance expenses for the second quarter of 2022 increased $1.6 million from the same period in 2021. The increase was primarily driven by higher weather related main break activity in our Middlesex system, increased labor costs and increased production costs due to weather-driven changes in water quality and higher chemical costs.

 

Income Taxes for the second quarter of 2022 increased $2.4 million from the same period in 2021 primarily due to the expiration of income tax benefits associated with the adoption of Internal Revenue Service (“IRS”) tangible property regulations. Middlesex was required by the NJBPU to account for the benefit of adopting these regulations over 48 months beginning in 2018.

 

Net income for the quarter ended June 30, 2022 decreased $2.1 million to $8.9 million, compared to the same period in 2021. Diluted earnings per share were $0.50 and $0.62 for the three months ended June 30, 2022 and 2021, respectively.

 

Middlesex Chairman, President and Chief Executive Officer Dennis W. Doll said, “Our teams continue to work to deliver shareholder value through prudent capital investments in infrastructure and upgrades to our treatment and distribution systems. In June we successfully began treating ground water for PFAS compounds. In addition to producing water that meets all state and federal standards, we’re focused on ensuring sufficient supplies to meet customer demands during the current lingering hot and dry temperatures,” added Mr. Doll.

 

 

 

Six Month Results

Consolidated operating revenues for the six months ended June 30, 2022 were $75.9 million, an increase of $6.6 million from the same period in 2021. Revenues in our Middlesex System increased $8.1 million primarily due to the January 1, 2022 NJBPU approved base rate increase. In our Delaware system, revenues increased $0.6 million due to customer growth and a one-time customer credit issued in the first quarter of 2021, partially offset by decreased customer water demand and lower new customer connection fees. Also impacting six month results was the sale of our regulated Delaware wastewater subsidiary, which reduced revenues by $1.3 million.

 

Operation and maintenance expenses for the six months ended June 30, 2022 increased $2.4 million from the same period in 2021 due to higher weather-related main break activity, increased labor costs and increased production costs due to weather-driven changes in water quality and higher chemical costs.

 

Middlesex recognized a $5.2 million pre-tax gain on the sale of its regulated wastewater subsidiary in January 2022.

 

Income taxes for the six months ended June 30, 2022 increased by $3.7 million from the same period in 2021, primarily due to income taxes on the gain on the sale of our regulated Delaware wastewater subsidiary, higher pre-tax operating income and the expiration of income tax benefits associated with the adoption of IRS tangible property regulations.

 

For the six months ended June 30, 2022, diluted earnings per share were $1.18 as compared to $1.01 for the same period in 2021.

 

Board Declares Dividend

As previously announced earlier this month, our Board of Directors declared a quarterly cash dividend of $0.29 per common share payable on September 1, 2022 to shareholders of record as of August 12, 2022. Middlesex has paid cash dividends in varying amounts continually since 1912 and has increased its annual dividend rate for 49 consecutive years. Information about Middlesex Water’s Investment Plan (Direct Share Purchase and Sale and Dividend Reinvestment Plan) can be found in the Investors section at https://www.middlesexwater.com

 

 

 

ABOUT MIDDLESEX WATER COMPANY

 

Established in 1897, Middlesex Water Company serves as a trusted provider offering life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes. The Company offers a full range of water, wastewater utility and related services. An investor-owned public utility, Middlesex Water is a professional services provider specializing in municipal and industrial contract operations and water and wastewater system technical operations and maintenance. The company and its subsidiaries form the Middlesex Water family of companies, which collectively serve a population of nearly half a million people in New Jersey and Delaware. Middlesex is focused on meeting the needs of our employees, customers, and shareholders.  We invest in our people, our infrastructure and the communities we serve to support reliable and resilient utility services, economic growth and quality of life.  To learn more about Middlesex Water, visit https://www.middlesexwater.com

 

This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX” or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results of operations as well as any other statements that do not directly relate to any historical or current facts. These statements reflect the Company’s current views and information currently available.  This information is based on estimates, assumptions and analysis that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein.  Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees.” Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking statements are based.  There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, whether as a result of new information, future events or otherwise.

 

Media Contact:

Bernadette Sohler, Vice President – Corporate Affairs

bsohler@middlesexwater.com

(732) 638-7549

 

 

 

 

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, 
   2022   2021   2022   2021 
                 
Operating Revenues  $39,683   $36,701   $75,879   $69,242 
                     
Operating Expenses:                    
Operations and Maintenance   19,557    17,959    38,695    36,315 
Depreciation   5,670    5,187    11,292    10,019 
Other Taxes   4,368    3,741    8,512    7,460 
                     
Total Operating Expenses   29,595    26,887    58,499    53,794 
                     
Gain on Sale of Subsidiary           5,232     
                     
Operating Income   10,088    9,814    22,612    15,448 
                     
Other Income (Expense):                    
Allowance for Funds Used During Construction   548    768    926    2,031 
Other Income (Expense), net   1,396    790    2,773    1,564 
                     
Total Other Income, net   1,944    1,558    3,699    3,595 
                     
Interest Charges   2,369    2,070    4,219    3,808 
                     
Income before Income Taxes   9,663    9,302    22,092    15,235 
                     
Income Taxes   795    (1,621)   1,124    (2,593)
                     
Net Income   8,868    10,923    20,968    17,828 
                     
Preferred Stock Dividend Requirements   30    30    60    60 
                     
Earnings Applicable to Common Stock  $8,838   $10,893   $20,908   $17,768 
                     
Earnings per share of Common Stock:                    
Basic  $0.50   $0.62   $1.19   $1.02 
Diluted  $0.50   $0.62   $1.18   $1.01 
                     
Average Number of                    
Common Shares Outstanding :                    
Basic   17,583    17,488    17,560    17,482 
Diluted   17,698    17,603    17,675    17,597