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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: October 28, 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 October 28, 2022, Middlesex Water Company announced its financial results for the third quarter ended September 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, dated October 28, 2022, announcing Third Quarter 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: October 28, 2022

 

2

 

 

 

Exhibit 99.1

 

MIDDLESEX WATER ANNOUNCES

FINANCIAL RESULTS FOR THIRD QUARTER 2022

 

ØQuarterly operating revenue up 19.7%
ØNet Income up 24.5%
ØCompany Marks 50th Consecutive Year of Dividend Increases

 

ISELIN, NJ October 28, 2022 Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ:MSEX) a provider of water and wastewater services, today reported third quarter diluted earnings per share of $0.80, as compared to $0.65 per share for the same period in 2021. Net income increased $2.8 million to $14.3 million.

 

Third Quarter Results

Consolidated operating revenues for the three months ended September 30, 2022 increased $7.9 million to $47.7 million compared to the same period in 2021. The increase in revenues were primarily due to:

 

·$7.6 million increase in the Middlesex System in New Jersey due to the New Jersey Board of Public Utilities (“NJBPU”) approved January 1, 2022 base rate increase and higher weather-driven customer demand; and
·$0.6 million increase related to customer growth in our Delaware systems and higher weather-driven demand, partially offset by a 6% rate reduction effective September 1, 2022.

 

Operation and maintenance expenses for the three months ended September 30, 2022 increased $1.4 million from the same period in 2021, primarily due to higher main break activity in our Middlesex System and increased labor and employee benefits costs, as well as increased transportation costs due to higher fuel prices.

 

Income Taxes for the third quarter of 2022 increased $3.0 million from the same period in 2021 due to improved operating results and 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.

 

“We remain focused on delivering high quality drinking water to our customers, on maintaining the safety and security of our employees and facilities and on investing in infrastructure and technologies that further enhance our ability to respond to new environmental challenges and increasingly stringent regulations,” said Middlesex Chairman, President and Chief Executive Officer Dennis W. Doll. “We were pleased to recently dedicate our new ozone treatment facility in New Jersey and we continue to upgrade other critical utility infrastructure in both New Jersey and Delaware,” added Mr. Doll.

 

 

 

Nine Month Results

Consolidated operating revenues for the nine months ended September 30, 2022 were $123.6 million, an increase of $14.5 million from the same period in 2021. Revenues in our Middlesex System increased $15.7 million due to the NJBPU-approved January 1, 2022 base rate increase and higher weather-driven customer demand. In our Delaware system, revenues increased $1.2 million due to customer growth and a one-time customer credit issued in the first quarter of 2021 partially offset by a 6% rate reduction effective September 1, 2022. Also impacting nine month results was the sale of our regulated Delaware wastewater subsidiary, which reduced revenues by $2.0 million.

 

For the nine months ended September 30, 2022, diluted earnings per share were $1.99 as compared to $1.66 for the same period in 2021.

 

Operation and maintenance expenses for the nine months ended September 30, 2022 increased $3.7 million from the same period in 2021 primarily due to higher weather-related main break activity in our Middlesex System and higher labor and employee benefits costs.

 

Income taxes for the nine months ended September 30, 2022 increased by $6.8 million from the same period in 2021, due to improved operating results, the gain on the sale of our regulated Delaware wastewater subsidiary and the expiration of income tax benefits associated with the adoption of IRS tangible property regulations.

 

As previously announced, Middlesex’s Board of Directors declared a cash dividend of $0.3125 per common share, which represents a 7.76% increase over the dividend declared in July of 2022. The increase raises the annual dividend rate to $1.25 from $1.16 per share of common stock and marks the Company’s 50th consecutive year of dividend increases. The dividend is payable on December 1, 2022 to all shareholders of record as of November 16, 2022.

 

ABOUT MIDDLESEX WATER COMPANY

Established in 1897, Middlesex Water Company (NASDAQ:MSEX) 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.  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.  

 

This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws regarding Middlesex Water Company “MSEX” or the “Company”, its financial condition, and its results of operations that reflect the Company’s current views and information currently available. This information is, where applicable, based on estimates, assumptions and analysis that the Company believes, as of the date hereof, provides 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” or the negative version of those words or other comparable words and phrases, and include statements relating to the Company’s beliefs or expectations regarding its future performance, strategic plans and cash flows, as well as any other statements that do not directly relate to any historical or current facts. 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, publicly or otherwise, 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 September 30,  Nine Months Ended September 30,
   2022  2021  2022  2021
             
Operating Revenues  $47,732   $39,874   $123,611   $109,117 
                     
Operating Expenses:                    
Operations and Maintenance   20,312    18,950    59,007    55,265 
Depreciation   5,814    5,504    17,107    15,523 
Other Taxes   5,031    3,996    13,543    11,456 
                     
Total Operating Expenses   31,157    28,450    89,657    82,244 
                     
Gain on Sale of Subsidiary           5,232     
                     
Operating Income   16,575    11,424    39,186    26,873 
                     
Other Income (Expense):                    
Allowance for Funds Used During Construction   627    344    1,553    2,376 
Other Income (Expense), net   1,412    744    4,185    2,308 
                     
Total Other Income, net   2,039    1,088    5,738    4,684 
                     
Interest Charges   2,355    2,101    6,574    5,910 
                     
Income before Income Taxes   16,259    10,411    38,350    25,647 
                     
Income Taxes   1,968    (1,065)   3,092    (3,658)
                     
Net Income   14,291    11,476    35,258    29,305 
                     
Preferred Stock Dividend Requirements   30    30    90    90 
                     
Earnings Applicable to Common Stock  $14,261   $11,446   $35,168   $29,215 
                     
Earnings per share of Common Stock:                    
Basic  $0.81   $0.65   $2.00   $1.67 
Diluted  $0.80   $0.65   $1.99   $1.66 
                     
Average Number of                    
Common Shares Outstanding :                    
Basic   17,628    17,491    17,583    17,485 
Diluted   17,743    17,606    17,698    17,600