UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	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

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)

New Jersey	22-1114430
(State of Incorporation)	(IRS employer identification no.)

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

(Address o f principal executive offices, including zip code)

(732) 634-1500

(Registrant's telephone number, including area code)

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

Title of Each Class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, No Par Value	MSEX	The NASDAQ Stock Market, LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

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. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on their 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 for such shorter period that the registrants were required to submit and post such files). Yes ☑ No ☐

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”, “smaller reporting company” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.

Large accelerated filer ☑	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2024 was $906,502,416 based on the closing market price of $52.26 per share on the NASDAQ Global Select Market.

The number of shares outstanding for each of the registrant's classes of common stock, as of February 26, 2025:

Common Stock, No par Value 17,887,454 shares outstanding

Documents Incorporated by Reference

Proxy Statement to be filed in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 20, 2025, which will be filed with the Securities and Exchange Commission within 120 days of the end of our 2024 fiscal year, is incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.

MIDDLESEX WATER COMPANY

FORM 10-K

INDEX

		PAGE

PART II		1
Item 8.	Financial Statements and Supplementary Data	1
PART IV		32
Item 15.	Exhibits and Financial Statement Schedules	32

Signatures
Exhibit Index

Explanatory Note

Middlesex Water Company (the Company) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this Form 10-K/A) for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the SEC) on February 28, 2025 (the 2024 Form 10-K) to make certain non-substantive changes described below.

Subsequent to the filing of the Company’s 2024 Form 10-K with the SEC, the Company identified a clerical error omitting the conformed electronic signature of Baker Tilly US, LLP (Baker Tilly) (PCAOB ID 23) in the Report of the Independent Registered Public Accounting Firm (the Report). Notwithstanding the inadvertent omission of the conformed electronic signature, the original Report was dated and signed by Baker Tilly, and received by the Company on February 28, 2025, prior to the filing of the Company’s 2024 Form 10-K with the SEC.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A is being filed to (i) replace the Report with the audit report included in Part II, Item 8 to include Baker Tilly’s conformed electronic signature and (ii) amend Part IV - Item 15 Exhibits and Financial Statement Schedules to replace Baker Tilly’s consent of independent registered public accounting firm dated February 28, 2025 with an updated consent of independent registered public accounting firm and include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

Please note that the only changes to the 2024 Form 10-K are those non-substantive changes described herein and only in the Items listed above. Except as described above, no changes have been made to the 2024 Form 10-K, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the 2024 Form 10-K. In addition, in accordance with SEC rules, this Form 10-K/A includes an updated auditor consent as Exhibit 23.1 and updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31, 31.1, 32 and 32.1. Except for the foregoing changes, the information in this Form 10-K/A is as of February 28, 2025, the filing date of the original Form 10-K for the year ended December 31, 2024, and has not been updated for the events subsequent to that date other than as discussed above.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Middlesex Water Company:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets and consolidated statements of capital stock and long-term debt of Middlesex Water Company (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, common stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Baker Tilly US, LLP

Baker Tilly US, LLP

We have served as the Company's auditor since 2006.

Philadelphia, Pennsylvania

February 28, 2025

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

	Years Ended December 31,
	2024		2023		2022

Operating Revenues	$	191,877	$	166,274	$	162,434

Operating Expenses:
Operations and Maintenance		92,363		83,113		79,096
Depreciation		24,430		25,194		23,029
Other Taxes		21,874		18,744		18,208

Total Operating Expenses		138,667		127,051		120,333

Gain on Sale of Subsidiary		—		—		5,232

Operating Income		53,210		39,223		47,333

Other Income:
Allowance for Funds Used During Construction		1,254		2,433		2,314
Other Income, net		10,815		4,052		5,389

Total Other Income, net		12,069		6,485		7,703

Interest Charges		14,023		13,143		9,367

Income before Income Taxes		51,256		32,565		45,669

Income Taxes		6,905		1,041		3,240

Net Income		44,351		31,524		42,429

Preferred Stock Dividend Requirements		112		120		120

Earnings Applicable to Common Stock	$	44,239	$	31,404	$	42,309

Earnings per share of Common Stock:
Basic	$	2.48	$	1.77	$	2.40
Diluted	$	2.47	$	1.76	$	2.39

Average Number of
Common Shares Outstanding :
Basic		17,842		17,732		17,597
Diluted		17,946		17,847		17,712

See Notes to Consolidated Financial Statements.

MIDDLESEX WATER COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands)

		December 31,		December 31,
ASSETS		2024		2023
UTILITY PLANT:	Water Production	$	314,924	$	303,791
	Transmission and Distribution		855,497		809,862
	General		105,167		100,593
	Construction Work in Progress		34,209		19,636
	TOTAL		1,309,797		1,233,882
	Less Accumulated Depreciation		254,425		235,540
	UTILITY PLANT - NET		1,055,372		998,342

CURRENT ASSETS:	Cash and Cash Equivalents		4,226		2,390
	Accounts Receivable, net of allowance for credit losses of $2,695 and $2,137, respectively in 2024 and 2023		18,842		18,172
	Litigation Settlement Receivable		—		69,872
	Unbilled Revenues		10,764		9,297
	Materials and Supplies (at average cost)		6,719		6,972
	Prepayments		2,422		1,833
	TOTAL CURRENT ASSETS		42,973		108,536

OTHER ASSETS:	Operating Lease Right of Use Asset		2,567		3,185
	Regulatory Assets		101,783		90,694
	Non-utility Assets - Net		11,760		11,522
	Employee Benefit Plans		36,856		21,779
	Other		3,863		1,994
	TOTAL OTHER ASSETS		156,829		129,174
	TOTAL ASSETS	$	1,255,174	$	1,236,052

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:	Common Stock, No Par Value	$	248,202	$	246,764
	Retained Earnings		197,061		176,227
	TOTAL COMMON STOCKHOLDERS’ EQUITY		445,263		422,991
	Preferred Stock		1,635		2,084
	Long-term Debt		352,822		358,153
	TOTAL CAPITALIZATION		799,720		783,228

CURRENT	Current Portion of Long-term Debt		7,711		7,740
LIABILITIES:	Notes Payable		23,000		42,750
	Accounts Payable		28,050		27,618
	Litigation Settlement Payable		—		6,237
	Accrued Taxes		11,976		10,535
	Accrued Interest		2,916		3,138
	Unearned Revenues and Advanced Service Fees		1,476		1,390
	Other		7,759		4,421
	TOTAL CURRENT LIABILITIES		82,888		103,829

COMMITMENTS AND CONTINGENT LIABILITIES (Note 4)

OTHER LIABILITIES:	Advances for Construction		22,629		21,313
	Lease Obligations		2,432		3,063
	Accumulated Deferred Income Taxes		101,235		88,736
	Regulatory Liabilities		64,557		113,021
	Other		344		592
	TOTAL OTHER LIABILITIES		191,197		226,725

CONTRIBUTIONS IN AID OF CONSTRUCTION			181,369		122,270
	TOTAL CAPITALIZATION AND LIABILITIES	$	1,255,174	$	1,236,052

See Notes to Consolidated Financial Statements.

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2024			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	44,351		$	31,524		$	42,429
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization		28,038			29,442			27,475
Provision for Deferred Income Taxes and Investment Tax Credits		(1,605	)		(5,599	)		(5,334	)
Equity Portion of Allowance for Funds Used During Construction (AFUDC)		(743	)		(1,458	)		(1,387	)
Cash Surrender Value of Life Insurance		(308	)		(300	)		401
Stock Compensation Expense		1,537			2,214			1,630
Gain on Sale of Subsidiary		—			—			(5,232	)
Changes in Assets and Liabilities:
Accounts Receivable		(670	)		(2,154	)		(707	)
Unbilled Revenues		(1,467	)		(638	)		(1,386	)
Materials and Supplies		253			(795	)		(819	)
Prepayments		(589	)		791			256
Accounts Payable		2,574			2,771			3,722
Accrued Taxes		1,441			(1,627	)		3,541
Accrued Interest		(222	)		603			549
Employee Benefit Plans		(3,696	)		(1,340	)		(4,266	)
Unearned Revenue and Advanced Service Fees		86			25			35
Recovered Costs Litigation Settlement		(9,031	)		—			—
Other Assets and Liabilities		(1,219	)		(677	)		454

NET CASH PROVIDED BY OPERATING ACTIVITIES		58,730			52,782			61,361
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC-Debt of $511 in 2024, $975 in 2023 and $927 in 2022		(74,622	)		(90,179	)		(91,335	)
Proceeds from Sale of Subsidiary		—			—			3,122

NET CASH USED IN INVESTING ACTIVITIES		(74,622	)		(90,179	)		(88,213	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt		(7,646	)		(17,463	)		(7,423	)
Proceeds from Issuance of Long-term Debt		2,296			75,812			2,662
Net Short-term Bank Borrowings		(19,750	)		(12,750	)		42,500
Proceeds from Litigation Settlement, net		63,635			—			—
Deferred Debt Issuance Expense		(54	)		(131	)		(624	)
Common Stock Issuance Expense		—			(10	)		(32	)
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock		(1,468	)		(619	)		—
Proceeds from Issuance of Common Stock		974			12,115			10,335
Payment of Common Dividends		(23,408	)		(22,441	)		(20,810	)
Payment of Preferred Dividends		(109	)		(120	)		(120	)
Construction Advances and Contributions-Net		3,258			1,566			659

NET CASH PROVIDED BY FINANCING ACTIVITIES		17,728			35,959			27,147
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,836			(1,438	)		295
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		2,390			3,828			3,533
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	4,226		$	2,390		$	3,828


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	$	8,968		$	7,259		$	6,252
Accrued Payables for Utility Plant	$	8,109		$	10,251		$	7,066
Non-Cash Consideration for Sale of Subsidiary	$	—		$	—		$	2,100
Litigation Settlement Receivable	$	(6,237	)	$	69,872		$	—
Litigation Settlement Payable	$	(6,237	)	$	6,237		$	—
Conversion of Preferred Stock Into Common Stock	$	449		$	—		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Year for:
Interest	$	14,485		$	12,762		$	9,251
Interest Capitalized	$	511		$	975		$	927
Income Taxes	$	3,169		$	2,962		$	3,230

See Notes to Consolidated Financial Statements.

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT

(In thousands)

	December 31,			December 31,
	2024			2023
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding - 2024 - 17,887; 2023 - 17,821	$	248,202		$	246,764

Retained Earnings		197,061			176,227
TOTAL COMMON STOCKHOLDERS’ EQUITY	$	445,263		$	422,991

Cumulative Preferred Stock, No Par Value:
Shares Authorized - 120
Shares Outstanding - 2024 - 16; 2023 - 20
Convertible:
Shares Outstanding, $7.00 Series - 2024 - 5; 2023 - 10	$	556		$	1,005
Nonredeemable:
Shares Outstanding, $7.00 Series - 1		79			79
Shares Outstanding, $4.75 Series - 10		1,000			1,000
TOTAL PREFERRED STOCK	$	1,635		$	2,084

Long-term Debt:
First Mortgage Bonds, 0.00%-5.50%, due 2026-2059	$	274,602		$	278,374
Amortizing Secured Notes, 3.94%-7.05%, due 2028-2046		66,889			69,724
State Revolving Trust Notes, 0.00%-4.03%, due 2025-2047		17,895			16,638
SUBTOTAL LONG-TERM DEBT		359,386			364,736
Add: Premium on Issuance of Long-term Debt		6,339			6,529
Less: Unamortized Debt Expense		(5,192	)		(5,372	)
Less: Current Portion of Long-term Debt		(7,711	)		(7,740	)
TOTAL LONG-TERM DEBT	$	352,822		$	358,153

See Notes to Consolidated Financial Statements.

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(In thousands)

	Common		Common
	Stock		Stock		Retained
	Shares		Amount		Earnings		Total

Balance at January 1, 2022		17,522	$	221,919	$	145,807	$	367,726

Net Income		—	$	—	$	42,429	$	42,429
Dividend Reinvestment & Common Stock Purchase Plan

Amendment: SEC Form 10-K/A filed by Middlesex Water Company