10-Q: Middlesex Water Reports Mixed Q2 Results Amid Aggressive Capital Expansion and Rate Hike Pursuits

Sentiment:

Quarterly Report


Middlesex Water Company reported a slight decline in net income and EPS for the first half of 2025, even as operating revenues increased, driven by significant capital investments and ongoing efforts to secure substantial rate increases.

Capital raiseMiddlesex entered into an At-The-Market (ATM) Equity Offering Sales Agreement on May 12, 2025, to offer and sell common stock with an aggregate gross sales price of up to $110.0 million.Through June 30, 2025, the company issued and sold 63,955 shares of common stock under the ATM program, generating $3.6 million in net proceeds, with $106.3 million remaining.Middlesex filed a petition with the NJBPU in May 2025 seeking approval to issue and sell up to 2.5 million shares of its common stock during January 2026 through December 2028.The company has NJBPU approval to borrow up to $300.0 million from the New Jersey State Revolving Fund (SRF) Program, the New Jersey Economic Development Authority, private placement, and other financial institutions through December 31, 2025.Middlesex filed a petition with the NJBPU in May 2025 to borrow up to $260.0 million during January 2026 through December 2028.Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate in September 2024.Tidewater closed on four Delaware SRF loans totaling $5.6 million at 2.0% interest rates in May 2024.Tidewater has two active construction projects funded by prior year Delaware SRF loans totaling $8.3 million with remaining availability of funds for borrowing.
Worse than expectedNet income for the six months ended June 30, 2025, decreased by 4.6% compared to the same period in 2024.Basic earnings per share (EPS) for the six months decreased by 5.0% compared to the same period in 2024.Diluted earnings per share (EPS) for the six months decreased by 4.2% compared to the same period in 2024.Total Other Income, net, decreased significantly by 53.9% for the six months, partly due to a one-time recovery in the prior year that did not recur.

Summary

  • Net income for the six months ended June 30, 2025, decreased by 4.6% to $20.26 million, compared to $21.23 million in the same period of 2024.
  • Basic earnings per share (EPS) for the six months decreased by 5.0% to $1.13, down from $1.19 in the prior year period.
  • Operating revenues increased by 4.4% to $93.62 million for the six months ended June 30, 2025, up from $89.67 million in the comparable 2024 period, primarily due to base rate increases and customer growth in the Tidewater System.
  • Operating expenses rose by 5.7% to $68.16 million for the six months, driven by higher production costs, increased main break repair costs, and higher labor expenses.
  • Cash flows from operating activities significantly increased by 79.5% to $32.09 million for the six months ended June 30, 2025, compared to $17.88 million in 2024, attributed to the approved base rate increase and timing of vendor payments.
  • Capital expenditures surged by 92.2% to $55.24 million for the six months, reflecting increased utility plant investments and the $4.6 million acquisition of the Town of Ocean View, Delaware's water utility assets.
  • Middlesex and Pinelands filed a joint petition with the New Jersey Board of Public Utilities (NJBPU) in June 2025 seeking a 19.3% increase in annual base revenues, totaling approximately $24.9 million.
  • The company initiated an At-The-Market (ATM) equity offering program in May 2025 to raise up to $110.0 million, having already issued 63,955 shares for $3.6 million in net proceeds through June 30, 2025.
  • New United States Environmental Protection Agency (USEPA) regulations for Perfluoroalkyl Substances (PFAS) require initial monitoring by April 2027 and compliance by April 2029, with the company performing preliminary engineering studies.
  • A class action settlement agreement for PFOA-related lawsuits received preliminary court approval in May 2025, with a final fairness hearing scheduled for October 3, 2025; management anticipates no material financial impact.
  • The effective tax rate for the six months ended June 30, 2025, was 11.3%, down from 18.0% in the same period of 2024, primarily due to lower pre-tax income and higher income tax benefits from repair expenditures.

Sentiment

Score: 6

Explanation: While net income and EPS saw a slight decline, this was influenced by non-recurring items in the prior year and increased operating costs, which are typical for a utility investing heavily in infrastructure. The company's robust capital expenditure program, aggressive pursuit of rate increases (including a 19.3% base rate increase request), and successful capital raising initiatives (ATM program, SRF loans) are positive long-term drivers for a regulated utility. The strong operating cash flow indicates healthy core operations, and the PFAS settlement is a favorable resolution of a potential liability.

Positives

  • Operating revenues increased by 4.4% for the six months ended June 30, 2025, demonstrating revenue growth.
  • Cash flows from operating activities significantly increased by 79.5% to $32.09 million, indicating strong operational cash generation.
  • Successfully completed the acquisition of the water utility assets of the Town of Ocean View, Delaware, for approximately $4.6 million, expanding customer base by 900.
  • Approved rate increases in Delaware (Tidewater) and New Jersey (Middlesex DSIC, PWAC, LSLR surcharges) are contributing to revenue recovery and growth.
  • Actively pursuing substantial future rate increases, including a joint petition for a 19.3% base rate increase for Middlesex and Pinelands, which could significantly boost future revenues.
  • Secured significant financing approvals and plans for future capital, including a $110.0 million ATM equity program and approvals to borrow up to $300.0 million from the New Jersey State Revolving Fund (SRF) Program and other institutions.
  • Interest charges decreased by $1.0 million for the six months ended June 30, 2025, due to lower average debt outstanding and lower average interest rates.
  • Income taxes decreased by $2.1 million for the six months, primarily due to lower pre-tax income and higher income tax benefits associated with increased repair expenditures.
  • Preliminary court approval of the PFAS class action settlement, with management stating no material financial or operational impact is expected, resolving a significant legal contingency.
  • Continued organic residential customer growth in the Tidewater system, approximately 3.5% in 2024.

Negatives

  • Net income decreased by 4.6% to $20.26 million for the six months ended June 30, 2025, compared to the prior year.
  • Basic earnings per share (EPS) decreased by 5.0% to $1.13 for the six months ended June 30, 2025.
  • Total Other Income, net, decreased significantly by 53.9% to $3.70 million for the six months, primarily due to lower actuarially-determined retirement benefit plans non-service benefit and a one-time recovery in 2024.
  • Operating expenses increased by 5.7%, driven by higher production costs from lower weather-driven water quality, increased main break repair costs, and higher labor costs.
  • Lower customer consumption in the Middlesex and Tidewater systems was observed due to unfavorable weather conditions.
  • Non-regulated revenues decreased by $0.4 million for the six months, primarily due to lower supplemental contract services.
  • Cash used in investing activities increased substantially by $26.5 million to $55.24 million, reflecting significant capital outlays.
  • Total current liabilities increased significantly from $82.89 million at December 31, 2024, to $121.48 million at June 30, 2025, largely due to an increase in notes payable from $23.00 million to $55.20 million.

Risks

  • General economic conditions, including recently announced tariffs, could impact financial performance.
  • Increased competition for growth in non-franchised markets may affect expansion opportunities.
  • The ability to adequately control selected operating expenses, which may be beyond the company's control, could impact profitability.
  • Availability of adequate supplies of quality water is crucial for operations.
  • Actions taken by government regulators, including decisions on rate increase requests, directly affect revenue and cost recovery.
  • New or modified water quality standards, such as the USEPA's PFAS regulations, require significant capital investment and compliance efforts.
  • Weather variations, including climate variability, and other natural phenomena can impact utility operations and customer demand.
  • Financial and operating risks are associated with acquisitions and/or privatizations.
  • Acts of war or terrorism could disrupt operations.
  • Cyber-attacks pose a threat to operational integrity and data security.
  • Changes in the pace of new housing development can affect customer growth.
  • Availability and cost of capital resources are critical for funding extensive capital programs.
  • Timely availability of materials and supplies for operations and critical infrastructure projects is essential.
  • The effectiveness of internal control over financial reporting is vital for accurate financial disclosures.
  • Exposure to market risk associated with changes in interest rates and commodity prices could impact financial results.
  • Credit risk from customer default on contractual obligations could lead to losses.
  • Market price variations of debt and equity securities can impact the company's retirement benefit plan assets and associated expenses.

Future Outlook

The ability to increase operating income and net income is significantly dependent on weather patterns, adequate and timely rate relief, effective cost management, and customer growth. Operating costs are anticipated to increase in 2025 and 2026, prompting continued efforts to streamline operations and mitigate cost increases. While organic residential customer growth continues in the Tidewater system, current economic conditions may challenge this trend. The company's strategic focus remains on investing in utility infrastructure for resiliency and compliance, timely recovery of these investments through rates, selective acquisitions of water and wastewater utilities, and expanding contract operations for municipal and industrial systems. The USEPA plans to issue a proposed rule in Fall 2025 to extend the PFAS compliance date to 2031.

Management Comments

  • The combination of Middlesex and Pinelands is expected to provide efficiency and benefits to our customers in various areas.
  • The request for a rate increase will allow Middlesex and Pinelands recovery of prudently-incurred investments made to meet water and wastewater quality and environmental regulations and to continue to provide safe and reliable water and wastewater service to its customers.
  • 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.
  • 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.
  • As operating costs are anticipated to increase in 2025 in a variety of categories, we continue to implement plans to further streamline operations and further reduce and mitigate increases in operating costs.
  • Overall, organic residential customer growth continues in our Tidewater system (approximately 3.5% in 2024). However, current and evolving economic market conditions may challenge that 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.

Industry Context

Middlesex Water Company operates within the highly regulated U.S. water and wastewater utility sector, primarily in New Jersey and Delaware. The industry is characterized by significant capital intensity due to the need for continuous infrastructure upgrades and compliance with evolving environmental regulations, such as the new USEPA PFAS standards. The company's strategy of pursuing substantial rate increases, acquiring smaller water systems (e.g., Ocean View), and engaging in contract operations for municipal systems aligns with broader industry trends of consolidation and the need for utilities to recover prudently incurred costs through regulatory mechanisms like DSIC and RESIC. The ongoing lead service line replacement initiatives also reflect a nationwide regulatory push for improved public health infrastructure.

Comparison to Industry Standards

  • The filing does not provide specific comparable companies, projects, or global benchmarks to assess the results against industry standards.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Corporate Reorganization PetitionMiddlesex and its Pinelands wholly-owned subsidiaries filed a joint petition with the New Jersey Board of Public Utilities (NJBPU) seeking permission for consolidation between the three entities by a corporate reorganization.May 2025Expected to provide efficiency and benefits to customers in various areas.

Legal Proceedings

  • Vera et al. v. Middlesex Water Company and Lonsk et al. v. Middlesex Water Company and 3M Company: These are PFOA-related class action lawsuits filed in 2021 seeking restitution for medical, water filter replacement, and other claimed related costs.
  • A signed Settlement Term Sheet was entered into on August 30, 2024, as a step towards resolution.
  • A signed Class Action Settlement Agreement was entered into on March 24, 2025, and subsequently filed with the Superior Court of New Jersey on April 16, 2025.
  • The Court issued an Order Granting Preliminary Approval of the Class Action Settlement Agreement on May 13, 2025.
  • A final fairness hearing of the Agreement will be held on October 3, 2025, with an Order Granting Final Approval expected shortly after.
  • Management does not believe the now-executed and filed Class Settlement Agreement has any material financial or operational impact to Middlesex.

Stakeholder Impact

  • Shareholders: Potential dilution from the At-The-Market (ATM) equity offering, but also funding for capital programs aimed at long-term growth and stability. Continued payment of common and preferred dividends.
  • Customers: Expected benefits from corporate reorganization, improved water quality due to PFAS treatment initiatives, lead service line replacements, and enhanced service reliability from infrastructure investments. Will face increased rates due to base rate increase requests and various surcharges (DSIC, RESIC, PWAC, LSLR). Tidewater customers will receive approximately $1.1 million in refunds of excess deferred income taxes.
  • Employees: Benefit from wage and employee headcount increases. Participation in Pension Plan and Other Benefits Plan for eligible employees, with expected cash contributions to these plans.
  • Creditors: The company is in compliance with all mortgage covenants and restrictions, indicating a stable financial position for debt holders. New debt issuances will provide funding for capital programs.

Next Steps

  • The New Jersey Board of Public Utilities (NJBPU) is expected to render a decision on the joint petition for corporate reorganization between Middlesex and Pinelands.
  • The NJBPU must render a decision within nine months of the June 2025 filing for the base rate change petition; if not, Middlesex can implement interim rates up to the full requested increase.
  • Middlesex expects to file for an additional Distribution System Improvement Charge (DSIC) rate increase in October 2025.
  • Costs of $0.3 million incurred for Lead Service Line Replacement (LSLR) between January 2025 and June 2025 are expected to be recovered between September 2025 and February 2026.
  • Tidewater will refund approximately $1.1 million of excess deferred income taxes associated with the Tax Cuts and Jobs Act of 2017 between July 2025 and December 2025.
  • Tidewater expects requisitions for the $2.2 million Delaware State Revolving Fund (SRF) loan to continue through the fourth quarter of 2025.
  • The last spending for Tidewater's $5.6 million SRF loan projects is set to occur in 2027.
  • Tidewater expects requisitions for the $8.3 million prior year Delaware SRF loans to continue through the fourth quarter of 2025.
  • The NJBPU is expected to render its decision on the petition to issue and sell up to 2.5 million common shares in the third quarter of 2025.
  • The NJBPU is expected to render its decision on the petition to borrow up to $260.0 million in the third quarter of 2025.
  • A final fairness hearing for the PFOA class action settlement agreement will be held on October 3, 2025, with an Order Granting Final Approval expected shortly thereafter.
  • The USEPA plans to issue a proposed rule in Fall 2025 extending the PFAS compliance date to 2031.
  • The company expects to make cash contributions of approximately $0.9 million to the Pension Plan over the remainder of the current year.
  • The company expects to make additional Other Benefits Plan cash contributions of $1.0 million over the remainder of the current year.
  • The company is assessing the impacts of the One Big Beautiful Bill Act, enacted July 4, 2025, on its consolidated financial statements.

Key Dates

DateDescription
March 31, 2007Cut-off date for employee eligibility to participate in the Pension Plan and Other Benefits Plan.
March 19, 2009Original date of the Promissory Note and Supplement (Revolving Term Loan Supplement) between Tidewater Utilities, Inc. and CoBank, ACB.
August 31, 2011Date of the First Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
October 15, 2014Date of the Second Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
March 7, 2017Date of the Third Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
August 19, 2020Date of the Fourth Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
2021Company was served with two PFOA-related class action lawsuits (Vera et al. v. Middlesex Water Company and Lonsk et al. v. Middlesex Water Company and 3M Company).
December 6, 2022Date of the Omnibus Amendment to Promissory Notes and Supplements between Tidewater Utilities, Inc. and CoBank, ACB.
2023Company began implementing its strategy to meet lower USEPA Maximum Contaminant Levels (MCLs) for Regulated PFAS.
May 11, 2023Date of the Sixth Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
March 1, 2024Effective date of Middlesex's approved base rate increase.
April 2024United States Environmental Protection Agency (USEPA) finalized drinking water regulations for PFAS.
May 2024Tidewater closed on four Delaware State Revolving Fund (SRF) loans totaling $5.6 million.
July 2024Start of period for $0.6 million in costs incurred for Lead Service Line Replacement (LSLR) that will be recovered from March 2025 through August 2025.
August 30, 2024Parties to the Vera and Lonsk litigations entered into a signed Settlement Term Sheet for PFOA-related class action lawsuits.
September 2024Delaware Public Service Commission (DEPSC) approved Tidewater's petition to recover up to $2.1 million for lead service line identification and inventory costs.
September 2024Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate.
November 1, 2024Effective date of Tidewater's interim rate increase.
December 31, 2024End of previous fiscal year; balance sheet date for comparative purposes.
January 1, 2025Southern Shores rates increased by $0.1 million or 6.51%.
January 23, 2026Renewal date for the Bank of America line of credit.
February 1, 2025Recovery of Tidewater's lead service line identification and inventory costs began.
February 2025New Jersey Board of Public Utilities (NJBPU) approved Middlesex's petition to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of $0.5 million.
March 1, 2025New PWAC rate became effective.
March 24, 2025Parties to Vera and Lonsk entered into a signed Class Action Settlement Agreement.
April 2025Tidewater completed the acquisition of the water utility assets of the Town of Ocean View, Delaware, for approximately $4.6 million.
April 16, 2025Class Action Settlement Agreement for PFOA lawsuits filed with the Superior Court of New Jersey, Law Division (Middlesex County).
May 2025Middlesex and its Pinelands wholly-owned subsidiaries filed a joint petition with the NJBPU seeking permission for consolidation by corporate reorganization.
May 2025Middlesex filed a petition with the NJBPU seeking approval to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028.
May 2025Middlesex filed a petition with the NJBPU to borrow up to $260.0 million during the period January 2026 through December 2028.
May 12, 2025Middlesex entered into an At-The-Market (ATM) Equity Offering Sales Agreement for up to $110.0 million.
May 13, 2025Court issued an Order Granting Preliminary Approval of the Class Action Settlement Agreement for PFOA lawsuits.
May 20, 2026Renewal date for the CoBank, ACB line of credit.
June 1, 2025Effective date of a Middlesex Distribution System Improvement Charge (DSIC) rate, expected to result in $1.1 million of annual revenues.
June 2025Middlesex and Pinelands filed a joint petition with the NJBPU to request an increase in annual base revenues by approximately $24.9 million or 19.3%.
June 30, 2025End of the current quarterly reporting period.
July 3, 2025New rates became effective for Tidewater following DEPSC approval of a settlement agreement in their general base rate application.
July 4, 2025The U.S. government enacted the One Big Beautiful Bill Act, which includes changes to U.S. federal income tax law.
July 2025Tidewater increased its line of credit with CoBank, ACB to $20.0 million and extended the renewal date to May 20, 2028.
July 2025Middlesex and Pinelands submitted a joint petition with the NJBPU seeking approval of a Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing.
July 2025Middlesex and Pinelands Water filed a joint petition with the NJBPU seeking approval of a Distribution System Improvement Charge (DSIC) Foundational Filing.
July 24, 2025Date of the Seventh Amendment to Promissory Note and Supplement between Tidewater Utilities, Inc. and CoBank, ACB.
July 29, 2025Date for the number of common shares outstanding (18,016,640 shares).
July 31, 2025Date the Form 10-Q report was signed.
August 2025Expected end of recovery period for $0.6 million in LSLR costs incurred between July 2024 and December 2024.
September 2025Expected start of recovery period for $0.3 million in LSLR costs incurred between January 2025 and June 2025.
October 3, 2025Final fairness hearing for the PFOA class action settlement agreement.
October 2025Middlesex expects to file for an additional DSIC rate increase.
Fall 2025USEPA has announced plans to issue a proposed rule extending the PFAS compliance date to 2031.
December 2025Expected end of Tidewater's refund of approximately $1.1 million of excess deferred income taxes.
December 31, 2025Expiration of NJBPU approval to issue and sell up to 1.0 million common shares.
December 31, 2025Expiration of NJBPU approval to borrow up to $300.0 million from the New Jersey SRF Program, the New Jersey Economic Development Authority, private placement, and other financial institutions.
January 2026Start of period for which Middlesex filed a petition to issue and sell up to 2.5 million shares of its common stock through December 2028.
January 2026Start of period for which Middlesex filed a petition to borrow up to $260.0 million through December 2028.
February 2026Expected end of recovery period for $0.3 million in LSLR costs incurred between January 2025 and June 2025.
January 31, 2027Renewal date for the PNC Bank line of credit.
April 2027Deadline for water systems to complete initial monitoring for Regulated PFAS under new USEPA regulations.
2027Water systems must provide the public with information on the levels of Regulated PFAS in their drinking water.
2027Last spending set to occur for Tidewater's $5.6 million SRF loan projects.
December 31, 2027Effective date for ASU 2024-03 (Disaggregation of Income Statement Expenses) for the company's annual financial statements.
January 2028Expected end of recovery period for Tidewater's lead service line identification and inventory costs.
May 20, 2028Extended renewal date for Tidewater's line of credit with CoBank, ACB.
2028Expiration of USA-PA's 10-year operations and maintenance contract with the City of Perth Amboy, New Jersey.
April 2029Deadline for water systems to implement solutions to reduce Regulated PFAS if monitoring shows levels exceed MCLs, absent an extension by the USEPA.
December 31, 2029Expiration of Southern Shores' DEPSC-approved agreement to provide water service to a 2,200 unit condominium community.
January 2030Expiration of the company's significant operating lease for office space.
2030Expiration of USA's 10-year operations and maintenance contract with the Borough of Highland Park, New Jersey.
February 27, 2031Expiration of Middlesex's agreement with a non-affiliated NJBPU-regulated water utility for the purchase of treated water.
2031Expiration of the marketing agreement with HomeServe USA Corp.
2031Proposed extended compliance date for USEPA PFAS regulations.
2032Expiration of USA's ten-year operations and maintenance contract with the Borough of Avalon, New Jersey.
2044Maturity dates for Tidewater's $2.2 million and $5.6 million Delaware SRF loans.
November 30, 2048Expiration of Middlesex's agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water.
2059Latest final maturity date for First Mortgage Bonds.

Recommendation

hold

While net income and EPS saw a slight decline, this was influenced by non-recurring items in the prior year's comparable period and increased operating costs, which are typical for a utility investing heavily in infrastructure. The company's robust capital expenditure program, aggressive pursuit of rate increases (including a 19.3% base rate increase request), and successful capital raising initiatives (ATM program, SRF loans) are positive long-term drivers for a regulated utility. The resolution of the PFAS class action lawsuit without material financial impact is also favorable. The strong operating cash flow indicates healthy core operations. However, the decline in profitability metrics and the need for substantial capital raises suggest that the benefits of these investments and rate increases are yet to fully materialize in the bottom line. Therefore, a 'Hold' recommendation is appropriate, awaiting clearer signs of sustained earnings growth from these strategic initiatives.

Keywords

Water Utility, Wastewater Services, SEC Filing, 10-Q, Financial Results, Capital Expenditures, Rate Increase, PFAS Regulations, Environmental Compliance, Utility Infrastructure, New Jersey, Delaware, Regulated Utility, Public Utilities, Water Quality, Lead Service Line Replacement, ATM Offering, SRF Loans, Acquisitions

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