Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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, 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 One South, Iselin, New Jersey 08830

(Address of 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(s)	Name of each exchange on which registered
Common Stock	MSEX	NASDAQ

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 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).

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, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-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 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 31, 2024: Common Stock, No Par Value: 17,829,778 shares outstanding.

INDEX

PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statements of Income	1

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Cash Flows	3

	Condensed Consolidated Statements of Capital Stock and Long-Term Debt	4

	Condensed Consolidated Statements of Common Stockholders’ Equity	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	24

Item 4.	Controls and Procedures	24

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

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,
	2024		2023			2024		2023

Operating Revenues	$	49,146	$	42,801		$	89,670	$	80,957

Operating Expenses:
Operations and Maintenance		21,825		21,204			42,290		41,462
Depreciation		6,305		6,184			11,701		12,170
Other Taxes		5,701		4,744			10,499		9,168

Total Operating Expenses		33,831		32,132			64,490		62,800

Operating Income		15,315		10,669			25,180		18,157

Other Income:
Allowance for Funds Used During Construction		257		852			433		1,665
Other Income, net		2,399		1,290			7,588		2,188

Total Other Income, net		2,656		2,142			8,021		3,853

Interest Charges		4,041		3,251			7,310		5,846

Income before Income Taxes		13,930		9,560			25,891		16,164

Income Taxes		3,384		(341	)		4,663		397

Net Income		10,546		9,901			21,228		15,767

Preferred Stock Dividend Requirements		30		30			60		60

Earnings Applicable to Common Stock	$	10,516	$	9,871		$	21,168	$	15,707

Earnings per share of Common Stock:
Basic	$	0.59	$	0.56		$	1.19	$	0.89
Diluted	$	0.59	$	0.55		$	1.18	$	0.88

Average Number of
Common Shares Outstanding :
Basic		17,829		17,713			17,824		17,683
Diluted		17,944		17,828			17,939		17,798

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

		June 30,		December 31,
ASSETS		2024		2023
UTILITY PLANT:	Water Production	$	307,173	$	303,791
	Transmission and Distribution		825,223		809,862
	General		102,149		100,593
	Construction Work in Progress		29,703		19,636
	TOTAL		1,264,248		1,233,882
	Less Accumulated Depreciation		244,102		235,540
	UTILITY PLANT - NET		1,020,146		998,342

CURRENT ASSETS:	Cash and Cash Equivalents		8,025		2,390
	Accounts Receivable, net of allowance for credit losses of $2,135 and $2,137, respectively in 2024 and 2023		20,173		18,172
	Litigation Settlement Receivable		69,872		69,872
	Unbilled Revenues		12,530		9,297
	Materials and Supplies (at average cost)		6,477		6,972
	Prepayments		3,925		1,833
	TOTAL CURRENT ASSETS		121,002		108,536

OTHER ASSETS:	Operating Lease Right of Use Asset		2,872		3,185
	Preliminary Survey and Investigation Charges		1,968		1,932
	Regulatory Assets		91,066		90,694
	Non-utility Assets - Net		11,771		11,522
	Employee Benefit Plans		25,763		21,779
	Other		51		62
	TOTAL OTHER ASSETS		133,491		129,174
	TOTAL ASSETS	$	1,274,639	$	1,236,052

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:	Common Stock, No Par Value	$	247,014	$	246,764
	Retained Earnings		185,864		176,227
	TOTAL COMMON EQUITY		432,878		422,991
	Preferred Stock		2,084		2,084
	Long-term Debt		355,975		358,153
	TOTAL CAPITALIZATION		790,937		783,228

CURRENT	Current Portion of Long-term Debt		7,968		7,740
LIABILITIES:	Notes Payable		72,250		42,750
	Accounts Payable		25,222		27,618
	Litigation Settlement Payable		6,237		6,237
	Accrued Taxes		14,241		10,535
	Accrued Interest		3,252		3,138
	Unearned Revenues and Advanced Service Fees		1,689		1,390
	Other		4,124		4,421
	TOTAL CURRENT LIABILITIES		134,983		103,829

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

OTHER LIABILITIES:	Customer Advances for Construction		21,145		21,313
	Lease Obligations		2,747		3,063
	Accumulated Deferred Income Taxes		91,800		88,736
	Regulatory Liabilities		55,203		113,021
	Other		420		592
	TOTAL OTHER LIABILITIES		171,315		226,725

CONTRIBUTIONS IN AID OF CONSTRUCTION			177,404		122,270
	TOTAL CAPITALIZATION AND LIABILITIES	$	1,274,639	$	1,236,052

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	21,228		$	15,767
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization		13,008			14,543
Provision for Deferred Income Taxes and Investment Tax Credits		1,722			(2,993	)
Equity Portion of Allowance for Funds Used During Construction (AFUDC)		(253	)		(1,014	)
Cash Surrender Value of Life Insurance		(199	)		(207	)
Stock Compensation Expense		1,072			1,366
Changes in Assets and Liabilities:
Accounts Receivable		(2,001	)		788
Unbilled Revenues		(3,233	)		(2,408	)
Materials & Supplies		495			(249	)
Prepayments		(2,092	)		(846	)
Accounts Payable		(2,396	)		3,418
Accrued Taxes		3,706			843
Accrued Interest		114			563
Employee Benefit Plans		(4,457	)		(975	)
Unearned Revenue & Advanced Service Fees		299			111
Recovered Costs-Environmental Litigation Settlement		(8,003	)		—
Other Assets and Liabilities		(1,131	)		580

NET CASH PROVIDED BY OPERATING ACTIVITIES		17,879			29,287
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC-Debt of $180 in 2024 and $651 in 2023		(28,737	)		(50,635	)

NET CASH USED IN INVESTING ACTIVITIES		(28,737	)		(50,635	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt		(2,493	)		(2,553	)
Proceeds from Issuance of Long-term Debt		561			62,880
Net Short-term Bank Borrowings		29,500			(32,000	)
Deferred Debt Issuance Expense		(41	)		(107	)
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock		(1,328	)		—
Proceeds from Issuance of Common Stock		505			5,745
Payment of Common Dividends		(11,531	)		(11,049	)
Payment of Preferred Dividends		(60	)		(60	)
Construction Advances and Contributions-Net		1,380			(959	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		16,493			21,897
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		5,635			549
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		2,390			3,828
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	8,025		$	4,377


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	$	4,461		$	4,219

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Period for:
Interest	$	7,417		$	5,491
Interest Capitalized	$	180		$	651
Income Taxes	$	752		$	260

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT

(Unaudited)

(In thousands)

	June 30,			December 31,
	2024			2023
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding - 2024 - 17,829; 2023 - 17,821	$	247,014		$	246,764
Retained Earnings		185,864			176,227
TOTAL COMMON EQUITY	$	432,878		$	422,991

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

Long-term Debt:
First Mortgage Bonds, 0.00%-5.50%, due 2024-2059	$	277,619		$	278,374
Amortizing Secured Notes, 3.94%-7.05%, due 2028-2046		68,342			69,724
State Revolving Trust Notes, 2.00%-4.03%, due 2025-2044		16,843			16,638
SUBTOTAL LONG-TERM DEBT		362,804			364,736
Add: Premium on Issuance of Long-term Debt		6,432			6,529
Less: Unamortized Debt Expense		(5,293	)		(5,372	)
Less: Current Portion of Long-term Debt		(7,968	)		(7,740	)
TOTAL LONG-TERM DEBT	$	355,975		$	358,153

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)

	Common			Common
	Stock			Stock			Retained
	Shares			Amount			Earnings			Total

Balance at January 1, 2023		17,642		$	233,054		$	167,274		$	400,328
Net Income		—			—			5,868			5,868
Dividend Reinvestment & Common Stock Purchase Plan		29			2,342			—			2,342
Restricted Stock Award - Net - Employees		—			360			—			360
Cash Dividends on Common Stock ($0.3125 per share)		—			—			(5,513	)		(5,513	)
Cash Dividends on Preferred Stock		—			—			(30	)		(30	)
Balance at March 31, 2023		17,671		$	235,756		$	167,599		$	403,355

Net Income		—			—			9,901			9,901
Dividend Reinvestment & Common Stock Purchase Plan		46			3,402			—			3,402
Restricted Stock Award - Net - Employees		7			27			—			27
Restricted Stock Award - Board of Directors		5			360			—			360
Cash Dividends on Common Stock ($0.3125 per share)		—			—			(5,538	)		(5,538	)
Cash Dividends on Preferred Stock		—			—			(30	)		(30	)
Balance at June 30, 2023		17,729		$	239,545		$	171,932		$	411,477

Balance at January 1, 2024		17,821		$	246,764		$	176,227		$	422,991
Net Income		—			—			10,682			10,682
Dividend Reinvestment & Common Stock Purchase Plan		5			252			—			252
Restricted Stock Award - Net - Employees		(12	)		(465	)		—			(465	)
Cash Dividends on Common Stock ($0.3250 per share)		—			—			(5,738	)		(5,738	)
Cash Dividends on Preferred Stock		—			—			(30	)		(30	)
Balance at March 31, 2024		17,814		$	246,551		$	181,141		$	427,692

Net Income		—			—			10,546			10,546
Dividend Reinvestment & Common Stock Purchase Plan		5			253			—			253
Restricted Stock Award - Net - Employees		3			(187	)		—			(187	)
Restricted Stock Award - Board of Directors		7			397			—			397
Cash Dividends on Common Stock ($0.3250 per share)		—			—			(5,793	)		(5,793	)
Cash Dividends on Preferred Stock		—			—			(30	)		(30	)
Balance at June 30, 2024		17,829		$	247,014		$	185,864		$	432,878

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

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), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), 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. 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 2023 Annual Report on Form 10-K (the 2023 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 present fairly the Company’s financial position as of June 30, 2024, the results of operations for the three and six month periods ended June 30, 2024 and 2023 and cash flows for the six month periods ended June 30, 2024 and 2023. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company’s December 31, 2023 audited financial statements included in the 2023 Form 10-K.

Recent Developments

United States Environmental Protection Agency (USEPA) Issues Final Perfluoroalkyl Substances (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.

Beginning in April 2029, 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 performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented.

Recent Accounting Guidance

The recently issued accounting standards that have not yet been adopted by the Company as of June 30, 2024 are as follows:

Standard

Description

Date of Adoption

Application

Effect on the
Condensed
Consolidated
Financial Statements

Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures”

The ASU requires disclosure of significant segment expenses, extends certain annual disclosures to interim periods, and additional qualitative disclosures regarding the chief operating decision maker.

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2024. Early adoption is permitted.

Retrospective

The Company is currently evaluating the requirements of ASU 2023-07.

ASU 2023-09 “Improvements to Income Tax Disclosures”

The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid. Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months.

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025. Early adoption is permitted.

Prospective, with retrospective application also permitted.

The Company is currently evaluating the requirements of ASU 2023-09.

Note 2 – Rate and Regulatory Matters

Middlesex – The approval by the New Jersey Board of Public Utilities (NJBPU) in February 2024 of the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues by $15.4 million, effective March 1, 2024. The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $563.1 million, based on an authorized return on common equity of 9.6%. Middlesex has made capital infrastructure investments to ensure prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service. In August 2023, Middlesex and 3M Company (3M) executed a settlement agreement (Settlement Agreement) to resolve a lawsuit Middlesex previously initiated claiming 3M introduced PFAS, which includes Perfluorooctanoic Acid (PFOA), into the Company’s water supply for its Park Avenue Wellfield Treatment Plant (Park Avenue Plant). The rate case settlement provides that the net proceeds from the 3M Settlement Agreement were to be used to mitigate the increase in customer rates and reimburse Middlesex for previously incurred costs for the construction of the Park Avenue Plant PFAS treatment upgrades, including depreciation and carrying costs. This resulted in the reclassification of $48.3 million from Regulatory Liabilities to Contributions in Aid of Construction from the December 31, 2023 balance sheet. In 2024, the Company also recognized the recovery of $0.9 million for depreciation and $4.1 million for carrying costs associated with the Park Avenue Plant PFAS treatment upgrades, as well as the recovery of $1.4 million of previously incurred operating treatment costs while the Park Avenue Plant PFAS treatment upgrades were in process.

The Middlesex Lead Service Line Replacement (LSLR) Plan, which was approved by the NJBPU in January 2024, has commenced and Middlesex submitted a customer surcharge filing with the NJBPU in July 2024 to recover costs incurred replacing Middlesex customer-owned lead service lines. The surcharge is for $1.2 million of costs incurred through June 2024, which are expected to be recovered between September 2024 and February 2025. The 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.

In May 2024, the NJBPU approved a Distribution System Improvement Charge (DSIC) rate, effective May 26, 2024, that is expected to result in $0.5 million of annual revenues. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between general rate case proceedings.

Tidewater - Effective July 1, 2024, Tidewater increased its Delaware Public Service Commission (DEPSC)-approved DSIC rate, which is expected to generate revenue of approximately $1.6 million annually.

In July 2024, Tidewater filed a petition seeking DEPSC approval of deferred accounting treatment for costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Through June 30, 2024, Tidewater has spent $0.3 million, included in Operations and Maintenance Expense, and expects to spend approximately $2.1 million through September 30, 2024.

In addition, in July 2024, Tidewater provided the DEPSC a notice of intent to file a general rate case application in the third quarter 2024.

Twin Lakes Utilities, Inc. (Twin Lakes) – Twin Lakes provides water services to approximately 115 residential customers in Shohola, Pennsylvania. Pursuant to the Pennsylvania Public Utility Code, Twin Lakes filed a petition requesting the Pennsylvania Public Utilities Commission (PAPUC) to order the acquisition of Twin Lakes by a capable public utility. The PAPUC assigned an Administrative Law Judge (ALJ) to adjudicate the matter and submit a recommended decision (Recommended Decision) to the PAPUC. As part of this legal proceeding the PAPUC also issued an Order in January 2021 appointing a large Pennsylvania based investor-owned water utility as the receiver (the Receiver Utility) of the Twin Lakes system until the petition is fully adjudicated by the PAPUC. In November 2021, the PAPUC issued an Order affirming the ALJ’s Recommended Decision, ordering the Receiver Utility to acquire the Twin Lakes water system and for Middlesex, the parent company of Twin Lakes, to submit $1.7 million into an escrow account within 30 days. Twin Lakes immediately filed a Petition For Review (PFR) with the Commonwealth Court of Pennsylvania (the Commonwealth Court) seeking reversal and vacation of the escrow requirement on the grounds that it violates the Pennsylvania Public Utility Code as well as the United States Constitution. In addition, Twin Lakes filed an emergency petition for stay of the PAPUC Order pending the Commonwealth Court’s review of the merits arguments contained in Twin Lakes’ PFR. In December 2021, the Commonwealth Court granted Twin Lakes’ emergency petition, pending its review. In August 2022, the Commonwealth Court issued an opinion upholding PAPUC’s November 2021 Order in its entirety. In September 2022, Twin Lakes filed a Petition For Allowance of Appeal (Appeal Petition) to the Supreme Court of Pennsylvania seeking reversal of the Commonwealth Court’s decision to uphold the escrow requirement on the grounds that the Commonwealth Court erred in failing to address Twin Lakes’ claims that because the $1.7 million escrow requirement placed on Middlesex violated Middlesex’s constitutional rights, Middlesex’s refusal to submit this escrow payment would jeopardize the relief Twin Lakes was otherwise entitled to in the appointment of the Receiver Utility. In March 2023, the Supreme Court of Pennsylvania issued a decision denying Twin Lakes’ Appeal Petition without addressing this claim on the merits. As a result of the Pennsylvania Courts’ failure to address Twin Lakes’ claim, Middlesex has subsequently filed a Complaint with the United States District Court for the Middle District of Pennsylvania (US District Court) to address the issue of whether the PAPUC’s Order violated Middlesex’s rights under the United States Constitution. On January 18, 2024, the US District Court issued a decision dismissing Middlesex’s complaint without addressing Middlesex’s claims on the merits. On January 31, 2024, Middlesex filed a Notice of Appeal of the US District Court’s decision with the United States Court of Appeals for the Third Circuit (Third Circuit Court). The Third Circuit Court has issued a briefing schedule that will extend into July 2024 and it is expected that oral arguments will be scheduled before a three-judge panel of the Third Circuit Court following the completion of the briefing schedule.

The financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex.

Note 3 – Capitalization

Common Stock – During the six months ended June 30, 2024 and 2023, there were 9,683 common shares (approximately $0.5 million) and 75,764 common shares (approximately $5.7 million) respectively, issued under the Middlesex Water Company Investment Plan.

Middlesex has received approval from the NJBPU to issue and sell up to 1.0 million shares of its common stock, without par value, through December 31, 2025. Sales of additional shares of common stock are part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program. As described below in “Long-term Debt”, the NJBPU also approved the debt funding component of the financing plan.

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. A portion of the borrowings under the New Jersey SRF is interest-free.

Middlesex has received approval from the NJBPU 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 as needed through December 31, 2025. The Company expects to issue debt securities in a series of one or more transaction offerings over a multi-year period to help fund Middlesex’s multi-year capital construction program.

Under the New Jersey SRF program, borrowers first enter into a construction loan agreement with the New Jersey Infrastructure Bank (NJIB) at a below market interest rate. When construction on the qualifying project is substantially complete, NJIB will coordinate the conversion of the construction loan into a long-term securitized loan with a portion of the principal balance having a stated interest rate of zero percent (0%) and a portion of the principal balance at a market interest rate at the time of closing using the credit rating of the State of New Jersey.

Under the Delaware SRF program, borrowers 1) enter into a long-term note agreement for a term not to exceed twenty years, 2) submit requisitions for cost reimbursements during the construction period for up to two years after the agreement is executed and 3) as the proceeds are received from the requisitions, borrowers record a corresponding debt obligation amount.

In May 2024, Tidewater closed on four DEPSC-approved Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with expected 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. Tidewater has not drawn down on these loans as of June 30, 2024. Each project has its own construction timetable with the last spending set to occur in 2026.

In July 2024, Tidewater received a commitment for a $2.2 million Delaware SRF loan with a 0.0% interest rate. 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. If and when approval is received from the DEPSC, Tidewater expects to close on this loan and draw down on it in 2024.

Separately, Tidewater has two active construction projects funded by prior year Delaware SRF loans totaling $8.3 million with remaining availability of funds for borrowing. These loans are for the construction of a one million gallon elevated storage tank and construction, relocation, improvement, and interconnection of transmission mains. Tidewater has drawn a total of $4.9 million through June 30, 2024 and expects that the requisitions will continue through late 2024.

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 First Mortgage Bonds (FMBs) and SRF Bonds (collectively, the Bonds) 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 notes payable and 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, 2024				December 31, 2023
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
FMBs	$	132,619	$	129,574	$	133,374	$	131,745

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. For details, including carrying value, interest rates and due dates on these series of long-term debt, please refer to those series noted as “Amortizing Secured Notes” and “State Revolving Trust Notes” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt. The carrying amount of these instruments was $230.2 million and $231.3 million at June 30, 2024 and December 31, 2023, respectively. Customer advances for construction have carrying amounts of $21.1 million and $21.3 million at June 30, 2024 and December 31, 2023, 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.

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 Series.

	(In Thousands Except per Share Amounts)
	Three Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	10,546			17,829	$	9,901			17,713
Preferred Dividend		(30	)				(30	)
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713

Basic EPS	$	0.59				$	0.56

Diluted:
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713
$7.00 Series Preferred Dividend		17			115		17			115
Adjusted Earnings Applicable to Common Stock	$	10,533			17,944	$	9,888			17,828

Diluted EPS	$	0.59				$	0.55

	(In Thousands Except per Share Amounts)
	Six Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	21,228			17,824	$	15,767			17,683
Preferred Dividend		(60	)				(60	)
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683

Basic EPS	$	1.19				$	0.89

Diluted:
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683
$7.00 Series Preferred Dividend		34			115		34			115
Adjusted Earnings Applicable to Common Stock	$	21,202			17,939	$	15,741			17,798

Diluted EPS	$	1.18				$	0.88

Note 5 – Business Segment Data

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. This segment also includes regulated wastewater systems in New Jersey and Delaware. The Company is subject to regulations as to its rates, services and other matters by New Jersey and Delaware with respect to utility services 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. Inter-segment transactions relating to operational costs are treated as pass-through expenses. Finance charges on inter-segment loan activities are based on interest rates that are below what would normally be charged by a third-party lender.

	(In Thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Operations by Segments:	2024			2023			2024			2023
Revenues:
Regulated	$	45,966		$	39,909		$	83,431		$	74,862
Non – Regulated		3,410			3,056			6,614			6,398
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Consolidated Revenues	$	49,146		$	42,801		$	89,670		$	80,957

Operating Income:
Regulated	$	14,314		$	9,820		$	23,315		$	16,535
Non – Regulated		1,001			849			1,865			1,622
Consolidated Operating Income	$	15,315		$	10,669		$	25,180		$	18,157

Net Income:
Regulated	$	9,826		$	9,307		$	19,877		$	14,631
Non – Regulated		720			594			1,351			1,136
Consolidated Net Income	$	10,546		$	9,901		$	21,228		$	15,767

Capital Expenditures:
Regulated	$	14,325		$	26,114		$	28,701		$	50,579
Non – Regulated		23			6			36			56
Total Capital Expenditures	$	14,348		$	26,120		$	28,737		$	50,635

	As of			As of
	June 30, 2024			December 31, 2023
Assets:
Regulated	$	1,272,096		$	1,235,549
Non – Regulated		9,645			8,068
Inter-segment Elimination		(7,102	)		(7,565	)
Consolidated Assets	$	1,274,639		$	1,236,052

Note 6 – Short-term Borrowings

The Company maintains lines of credit aggregating $140.0 million.

	(Millions)
	As of June 30, 2024
	Outstanding		Available		Maximum		Credit Type	Renewal Date
Bank of America	$	10.0	$	50.0	$	60.0	Uncommitted	January 24, 2025
PNC Bank		54.8	$	13.2		68.0	Committed	January 31, 2026
CoBank, ACB		7.5		4.5		12.0	Committed	May 20, 2026
	$	72.3	$	67.7	$	140.0

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) and then adding a specific financial institution credit spread. The interest rate for borrowings under the CoBank, ACB (CoBank) line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR and adding a credit spread. There is no requirement for a compensating balance under any of the established lines of credit.

The $10.0 million outstanding from Bank of America as of June 30, 2024 matured in July 2024. The borrowings outstanding under the PNC Bank and CoBank, ACB lines of credit as of June 30, 2024 mature daily and are being rolled over on a daily basis. The proceeds of $63.6 million received in July 2024 from the Company’s 3M Settlement Agreement were used to reduce borrowings under its lines of credit. See Note 2 for additional details.

The weighted average interest rate on the outstanding borrowings at June 30, 2024 under these credit lines is 6.51%.

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Average Daily Amounts Outstanding	$	62,934	$	24,220	$	56,463	$	36,848
Weighted Average Interest Rates		6.43%		6.09%		6.42%		5.75%

Note 7 – Commitments and Contingent Liabilities

Water Supply – Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2048. This agreement with the NJWSA provides for an average purchase of 27 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, 2026, 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 60.0 million gallons annually.

Purchased water costs are shown below:

	(In Thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Treated	$	992	$	1,363	$	1,901	$	2,747
Untreated		861		739		1,711		1,540
Total Costs	$	1,853	$	2,102	$	3,612	$	4,287

Leases – The Company determines if an arrangement is a lease at inception. Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.

The Company has entered into an operating lease of office space for administrative purposes, expiring in 2030. The Company has not entered into any finance leases. The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company.

The right-of-use (ROU) asset recorded represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such the Company used an estimated incremental borrowing rate (4.03%) based on the information available at the commencement date in determining the present value of lease payments.

Given the impacts of accounting for regulated operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent with lease expense and were $0.2 million for each of the three months ended June 30, 2024 and 2023, respectively, and $0.4 million for each of the six months ended June 30, 2024 and 2023, respectively.

Information related to operating lease ROU assets and lease liabilities is as follows:

	(In Millions)
	As of
	June 30, 2024			December 31, 2023
ROU Asset at Lease Inception	$	7.3		$	7.3
Accumulated Amortization		(4.4	)		(4.1	)
ROU Asset	$	2.9		$	3.2

The Company’s future minimum operating lease commitments as of June 30, 2024 are as follows:

	(In Millions)
2024	$	0.4
2025		0.8
2026		0.9
2027		0.9
2028		0.9
Thereafter		0.9
Total Lease Payments	$	4.8
Imputed Interest		(1.5	)
Present Value of Lease Payments		3.3
Less Current Portion*		(0.6	)
Non-Current Lease Liability	$	2.7

*Included in Other Current Liabilities

Construction – The Company has entered into several construction contracts that, in the aggregate, obligate expenditure of an estimated $13 million in the future. The actual amount and timing of capital expenditures is dependent on the need for upgrade or replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain issues and continued refinement of project scope and costs. With continued higher mortgage interest rates, as well as other financial market uncertainties, there is no assurance that projected customer growth and residential new home construction and sales will occur.

PFOA Matter – In November 2021, the Company was served with two PFOA-related class action lawsuits seeking restitution for medical, water replacement and other related costs and economic damages. Middlesex and 3M agreed to enter into a joint mediation on these lawsuits and their ultimate resolution is not known at this time. See Note 2 for additional details.

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 defined benefit pension plan (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 do participate in a defined contribution plan that provides for a potential annual contribution in an amount at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation. For the three and six month periods ended June 30, 2024, the Company made cash contributions to the Pension Plan of $2.0 million. For the three and six month periods ended June 30, 2023, the Company did not make cash contributions to the Pension Plan. The Company does not expect to make any additional cash contributions to the Pension Plan over the remainder of the current year.

Other Postretirement Benefits – The Company’s retirement plan other than pensions (Other Benefits Plan) covers substantially all currently eligible 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 six month periods ended June 30, 2024 and 2023, the Company did not make cash contributions to its Other Benefits Plan. The Company expects to make additional Other Benefits Plan cash contributions of $0.9 million over the remainder of the current year.

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,
	2024			2023			2024			2023

Service Cost	$	318		$	388		$	80		$	98
Interest Cost		1,070			1,067			328			402
Expected Return on Assets		(1,580	)		(1,466	)		(846	)		(771	)
Amortization of Unrecognized Losses		38			164			(275	)		(48	)
Net Periodic (Benefit) Cost*	$	(154	)	$	153		$	(713	)	$	(319	)

	(In Thousands)
	Pension Benefits						Other Benefits
	Six Months Ended June 30,
	2024			2023			2024			2023
Service Cost	$	635		$	776		$	160		$	196
Interest Cost		2,140			2,134			657			804
Expected Return on Assets		(3,161	)		(2,932	)		(1,692	)		(1,542	)
Amortization of Unrecognized Losses		76			328			(549	)		(96	)
Net Periodic (Benefit) Cost*	$	(310	)	$	306		$	(1,424	)	$	(638	)

*Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income (Expense), net.

Note 9 – Revenue Recognition from Contracts with Customers

The Company’s revenues are primarily generated from regulated tariff-based sales of water and wastewater 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 entity expects to be entitled in exchange for those goods and services.

The Company’s regulated revenue from contracts with customers results from tariff-based sales from the provision of water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed 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 as well as from 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, regional weather indicators and general economic conditions in the relevant service territories. 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 June 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 records its allowance for credit losses based on historical write-offs combined with an evaluation of current economic conditions within its service territories.

The Company’s contracts do not contain any significant financing components.

The Company’s operating revenues are comprised of the following:

	(In Thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Regulated Tariff Sales
Residential	$	24,736		$	22,653		$	45,066		$	41,657
Commercial		8,584			6,249			14,559			11,627
Industrial		3,639			2,806			6,773			5,645
Fire Protection		3,656			3,145			6,948			6,249
Wholesale		5,208			4,968			9,880			9,521
Non-Regulated Contract Operations		3,293			2,942			6,381			6,172
Total Revenue from Contracts with Customers	$	49,116		$	42,763		$	89,607		$	80,871
Other Regulated Revenues		143			88			205			163
Other Non-Regulated Revenues		117			114			233			226
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Total Revenue	$	49,146		$	42,801		$	89,670		$	80,957

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, 2023.

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. 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;
	-	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 to be potentially served by the Company;
	-	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 new housing development;
	-	availability and cost of capital resources;
	-	timely availability of materials and supplies for operations and critical infrastructure projects;
	-	effectiveness of internal control over financial reporting;

	-	impact of pandemics; 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 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, 2023.

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 collecting, treating and distributing water 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 (the Middlesex System) provides water services to approximately 60,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey.

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 60,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,300 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

Middlesex Chief Financial Officer Retirement and Succession Announcement – On June 10, 2024, the Company named Mohammed G. Zerhouni as its new Senior Vice President, Chief Financial Officer and Treasurer effective June 24, 2024. Mr. Zerhouni joined Middlesex following a comprehensive search for a successor to former Senior Vice President, Treasurer and Chief Financial Officer, A. Bruce O’Connor.

Middlesex Base Water Rate Increase Approval - The approval by the New Jersey Board of Public Utilities (NJBPU) in February 2024 of the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues by $15.4 million effective March 1, 2024. The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $563.1 million, based on an authorized return on common equity of 9.6%. Middlesex has made capital infrastructure investments to ensure prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service.

Middlesex Distribution System Improvement Charge (DSIC) - In May 2024, the NJBPU approved a DSIC rate, effective May 26, 2024, that is expected to result in $0.5 million of annual revenues. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements made between general rate case proceedings.

Tidewater DSIC - Effective July 1, 2024, Tidewater increased its Delaware Public Service Commission (DEPSC)-approved DSIC rate, which is expected to generate revenue of approximately $1.6 million annually.

Tidewater Deferred Accounting Treatment Petition for Lead Service Line Inventory Costs - In July 2024, Tidewater filed a petition seeking DEPSC approval of deferred accounting treatment for costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Through June 30, 2024, Tidewater has spent $0.3 million, included in Operations and Maintenance Expense, and expects to spend approximately $2.1 million through September 30, 2024.

United States Environmental Protection Agency (USEPA) Issues Final Perfluoroalkyl Substances (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.

In anticipation of these new USEPA standards, in 2023, the Company began, and continues, implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary engineering studies to ensure that effective PFAS treatment approaches are implemented.

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 maintain and improve service for the current and future generations of water and wastewater customers. The 2024 projects include, but are not limited to:

	●	Replacement of approximately 17,000 linear feet of cast iron 6" water main with ductile iron 8” water main in Woodbridge, New Jersey;
	●	Replacement of control room and electrical distribution equipment at our Carl J. Olsen Surface Water Treatment Plant (CJO Plant);
	●	Supply and storage improvements and installation of emergency generators at several of our Tidewater facilities;
	●	Upgrades and improvements to our Enterprise Resource Planning System; and
	●	Various water main replacements and improvements.

The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects.

Outlook

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. These factors are discussed in the Results of Operations section below. Unfavorable weather patterns may occur at any time, which can result in lower customer demand for water.

We continue to make investments in system infrastructure and our operating costs continue to increase in 2024 in a variety of categories. These factors, among others, will require a base rate increase request filing for Tidewater in the third quarter of 2024 and may require base rate increase request filings for Pinelands Water and Pinelands Wastewater in the near term.

Overall, organic residential customer growth continues in our Tidewater system (approximately 4% in 2023). However, current and evolving economic market conditions may challenge that growth.

Our strategy for profitable growth is focused on the following key areas:

	●	Invest in projects, products and services that complement our core water and wastewater competencies;
	●	Timely and adequate recovery of infrastructure investments and other costs to maintain service quality;
	●	Prudent 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.

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 consist of the following companies: Regulated-Middlesex, Tidewater, Pinelands and Southern Shores; Non-Regulated-USA, USA-PA, and White Marsh.

Results of Operations – Three Months Ended June 30, 2024

	(In Thousands)
	Three Months Ended June 30,
	2024						2023
	Regulated		Non- Regulated		Total		Regulated			Non- Regulated		Total
Operating Revenues	$	45,853	$	3,293	$	49,146	$	39,859		$	2,942	$	42,801
Operations and Maintenance Expense		19,660		2,165		21,825		19,243			1,961		21,204
Depreciation		6,239		66		6,305		6,119			65		6,184
Other Taxes		5,640		61		5,701		4,677			67		4,744
Operating Income	$	14,314	$	1,001	$	15,315	$	9,820		$	849	$	10,669

Other Income, net		2,606		50		2,656		2,102			40		2,142
Interest Charges		4,041		—		4,041		3,251			—		3,251
Income Taxes Expense (Benefit)		3,053		331		3,384		(636	)		295		(341	)
Net Income	$	9,826	$	720	$	10,546	$	9,307		$	594	$	9,901

Operating Revenues

Operating revenues for the three months ended June 30, 2024 increased $6.3 million from the same period in 2023 due to the following factors:

	●	Middlesex System revenues increased $5.2 million due to the approved base rate increase effective March 1, 2024 and higher commercial and industrial customer billings;
	●	Tidewater System revenues increased $0.6 million due to customer growth and higher customer demand;
	●	Non-regulated revenues increased $0.4 million, primarily due to higher supplemental contract services; and
	●	Pinelands revenues increased $0.1 million due to scheduled rate increases resulting from Pinelands 2023 base rate increase.

Operations and Maintenance Expense

Operations and Maintenance Expense for the three months ended June 30, 2024 increased $0.6 million from the same period in 2023 due to the following factors:

	●	An enhanced water treatment process at Middlesex’s Park Avenue Plant resulted in $0.4 million of increased costs;
	●	Labor costs increased $0.4 million due to wage increases;
	●	Tidewater lead service line inventory compliance costs increased costs by $0.3 million. See Note 2 for additional details;
	●	Outside professional support service costs for legal, finance and regulatory matters rose by $0.1 million;
	●	Amortization of proceeds from the 3M Company (3M) settlement agreement (Settlement Agreement) reduced costs $0.8 million. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including certain prior year operating expenses, from the proceeds of the 3M Settlement Agreement between Middlesex and 3M to resolve a lawsuit Middlesex previously initiated claiming 3M introduced PFAS into the Company’s water supply for its Park Avenue Wellfield. See Note 2 for additional details; and
	●	All other operation and maintenance expense categories increased $0.2 million.

Depreciation

Depreciation expense for the three months ended June 30, 2024 increased $0.1 million from the same period in 2023 due to additional utility plant in service.

Other Taxes

Other Taxes for the three months ended June 30, 2024 increased $1.0 million from the same period in 2023 primarily due to higher gross receipts taxes on higher revenues in our Middlesex System and higher payroll related taxes on increased labor costs in our Middlesex System.

Other Income, net

Other Income, net for the three months ended June 30, 2024 increased $0.5 million from the same period in 2023 due primarily to the recovery of carrying costs on the PFAS treatment at Middlesex’s Park Avenue Plant and higher actuarially-determined retirement benefit plans non-service benefit. Lower Allowance for Funds Used During Construction resulting from a lower level of capital projects in progress partially offset these increases. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including carrying costs, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details.

Interest Charges

Interest Charges for the three months ended June 30, 2024 increased $0.8 million from the same period in 2023 due to higher average debt outstanding and an increase in average borrowing rates.

Income Taxes

Income Taxes for the three months ended June 30, 2024 increased by $3.7 million from the same period in 2023, primarily due to higher pre-tax income and lower income tax benefits associated with decreased repair expenditures on tangible property in the Middlesex System offset by the recovery of income taxes on the taxable portion of the proceeds from the 3M Settlement Agreement recognized in the current period. See Note 2 for additional details.

Results of Operations – Six Months Ended June 30, 2024

	(In Thousands)
	Six Months Ended June 30,
	2024						2023
	Regulated		Non- Regulated		Total		Regulated			Non- Regulated		Total
Operating Revenues	$	83,289	$	6,381	$	89,670	$	74,785		$	6,172	$	80,957
Operations and Maintenance Expense		38,023		4,267		42,290		37,173			4,289		41,462
Depreciation		11,568		133		11,701		12,039			131		12,170
Other Taxes		10,383		116		10,499		9,038			130		9,168
Operating Income		23,315		1,865		25,180		16,535			1,622		18,157

Other Income, net		7,912		109		8,021		3,770			83		3,853
Interest Charges		7,310		—		7,310		5,846			—		5,846
Income Taxes Expense (Benefit)		4,040		623		4,663		(172	)		569		397
Net Income	$	19,877	$	1,351	$	21,228	$	14,631		$	1,136	$	15,767

Operating Revenues

Operating Revenues for the six months ended June 30, 2024 increased $8.7 million from the same period in 2023 due to the following factors:

	●	Middlesex System revenues increased $6.8 million due to the approved base rate increase effective March 1, 2024 and higher commercial and industrial customer billings;
	●	Tidewater System revenues increased $1.4 million due to customer growth and higher customer demand;
	●	Pinelands revenues increased $0.2 million due to scheduled rate increases resulting from Pinelands 2023 base rate increase;

	●	Non-regulated revenues increased $0.2 million, primarily due to higher supplemental contract services; and
	●	All other revenue categories increased $0.1 million.

Operations and Maintenance Expense

Operations and Maintenance Expense for the six months ended June 30, 2024 increased $0.8 million from the same period in 2023 due to the following factors:

	●	Labor and employee benefit cost increased $1.4 million due to compensation and 401k Plan contribution increases;
	●	An enhanced water treatment process at Middlesex’s Park Avenue Plant resulted in $0.8 million of increased costs;
	●	Outside professional support service costs for legal, finance and regulatory matters rose by $0.3 million;
	●	Tidewater lead service line inventory compliance costs increased costs by $0.3 million. See Note 2 for additional details;
	●	Higher business insurance premiums increased costs by $0.3 million;
	●	Recovery of prior year water treatment operating costs at the Park Avenue Plant and amortization of proceeds from the 3M Settlement Agreement reduced costs $2.4 million. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including certain prior year operating expenses, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details; and
	●	All other operation and maintenance expense categories increased $0.1 million.

Depreciation

Depreciation for the six months ended June 30 decreased $0.5 million from the same period in 2023 due to the recovery of prior year depreciation related to upgrades at Middlesex’s Park Avenue Plant partially offset by additional utility plant in service. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including deprecation, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details.

Other Taxes

Other Taxes for the six months ended June 30, 2024 increased $1.3 million from the same period in 2023 primarily due to higher gross receipts taxes on higher revenues in our Middlesex System and higher payroll related taxes on increased labor costs in our Middlesex System.

Other Income, net

Other Income, net for the six months ended June 30, 2024 increased $4.2 million from the same period in 2023 due primarily to the recovery of carrying costs on the PFAS treatment upgrades at Middlesex’s Park Avenue Plant and higher actuarially-determined retirement benefit plans non-service benefit. Lower Allowance for Funds Used During Construction resulting from a lower level of capital projects in progress partially offset these increases. The conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including carrying costs, from the proceeds from the 3M Settlement Agreement. See Note 2 for additional details.

Interest Charges

Interest Charges for the six months ended June 30, 2024 increased $1.5 million from the same period in 2023 due to higher average debt outstanding and an increase in average borrowing rates.

Income Taxes

Income Taxes for the six months ended June 30, 2024 increased by $4.3 million from the same period in 2023, primarily due to higher pre-tax income and lower income tax benefits associated with decreased repair expenditures on tangible property in the Middlesex System offset by the recovery of income taxes on the taxable portion of the proceeds from the 3M Settlement Agreement recognized in the current period. See Note 2 for additional details.

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.”

For the six months ended June 30, 2024, cash flows from operating activities decreased $11.4 million to $17.9 million. The decrease in cash flows from operating activities primarily resulted from accrued recovered costs from Middlesex’s 3M Settlement, timing of vendor payments and higher interest payments partially offset by the impact of Middlesex’s approved base rate increase effective March 1, 2024.

Investing Cash Flows

For the six months ended June 30, 2024, cash flows used in investing activities decreased $21.9 million to $28.7 million due to decreased utility plant expenditures in 2024.

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 three months ended June 30 , 2024, cash flows from financing activities decreased $5.4 million to $16.5 million. The decrease in cash flows provided by financing activities is due to lower proceeds from the issuance of common stock under the Middlesex Water Company Investment Plan (Investment Plan) and lower net 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 Investment Plan and proceeds from sales offerings to the public of our common stock. In addition, in July 2024, we received proceeds of $63.6 million from the 3M Settlement Agreement, which were used to pay down our lines of credit outstanding balance to further support the funding of our capital program.

In May 2024, Tidewater closed on four DEPSC-approved Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with expected 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. Each project has its own construction timetable with the last spending set to occur in 2026.

In July 2024, Tidewater received a commitment for a $2.2 million Delaware SRF loan with a 0.0% interest rate. 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. After approval is received from the DEPSC, Tidewater expects to close on this loan in September 2024 and draw down the full amount in the fourth quarter of 2024.

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, the timing and the sales method of the common stock is dependent on the timing of the construction expenditures, the level of additional debt financing and financial market conditions. As approved by the NJBPU, the Company is authorized to issue and sell up to 1.0 million shares of its common stock in one or more transactions through December 31, 2025.

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 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 2024 to 2059. Over the next twelve months, approximately $8.0 million of the current portion 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.

Our risks associated with price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates charged to the Company’s regulated utility customers. 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 subject to fluctuating market prices 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. Risk is mitigated by our ability to recover retirement benefit plan costs through rates for regulated utility services charged to our customers.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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.

As required by Rule 13a-15 under 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 for the quarter ended June 30, 2024. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that no changes in internal control over financial reporting occurred during the quarter ended June 30, 2024 that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting and that our disclosure controls and procedures were not effective as of June 30, 2024 due to the material weakness described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

In 2023, the Company’s independent registered public accounting firm, Baker Tilly US, LLP (Baker Tilly), conducted a routine internal quality review of its integrated audit of the Company’s 2022 consolidated financial statements and internal control over financial reporting as of December 31, 2022. As a result of this review, Baker Tilly re-examined the Company’s information technology general controls (ITGCs) in the areas of user access and change management over certain information technology (IT) systems that support the Company’s financial reporting processes. Certain of those controls were found to be deficient because of a lack of sufficient IT control processes designed to prevent or detect unauthorized changes in applications and data in selected IT environments. These ineffective controls create a possibility that material misstatements in financial reporting processes and financial statement accounts in our consolidated financial statements will not be prevented or detected on a timely basis and, therefore, based on the assessment, management has concluded that they represent a material weakness in our internal control over financial reporting and that the Company’s internal control over financial reporting was not effective as of June 30, 2024.

Notwithstanding the material weakness referred to above, Management, including our Principal Executive Officer and Principal Financial Officer, believe that the financial statements contained in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company for all periods presented in accordance with accounting principles generally accepted in the United States of America.

We are committed to remediating the material weakness in a timely manner. Our remediation process includes, but is not limited to, enhancements to our ITGCs and automated auditing features of our IT systems as well as increased monitoring of IT system changes made through certain user accounts. Since the material weakness was first identified, Management has implemented various auditing and monitoring solutions that provide greater transparency into changes made within our information technology (IT) systems. These control solutions are supported by a timely review process that focuses on the proper authorization and approval of IT system changes. We have completed the design of and implemented additional controls to remediate the ITGC material weakness and are currently testing the operating effectiveness of these controls.

The Audit Committee of our Board of Directors and Company Management will continue to closely monitor the remediation efforts discussed in this section, including any additional remediation efforts that our Management identifies as necessary. When they are completed, tested and determined effective, we will be able to conclude that the material weakness has been remediated.

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, 2023 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.

PFOA Regulatory Notice of Non-Compliance

Vera et al. v. Middlesex Water Company – The deadline of February 29, 2024 set by the Superior Court of New Jersey for the parties to submit a final settlement agreement with the Court was cancelled to allow the parties additional time to reach a settlement.

Lonsk et al. v. Middlesex Water Company and 3M Company - The deadline of March 4, 2024 set by the Superior Court of New Jersey for the parties to submit a final settlement agreement with the Court was cancelled to allow the parties additional time to reach a settlement.

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, 2023.

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, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6.	Exhibits
	Exhibits designated with a dagger (t) are management contracts or compensatory plans.

(t)10.13	Employment Agreement, dated as of June 24, 2024, between the Company and Mohammed G. Zerhouni, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated June 10, 2024.

(t)10.14	Change in Control Termination Agreement, dated as of June 24, 2024, between the Company and Mohammed G. Zerhouni, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated June 10, 2024.

10.55	Financing Agreement (Minos Conaway Project), dated May 17, 2024, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc.

10.56	Financing Agreement (Kendale Road Project), dated May 17, 2024, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc.

10.57	Financing Agreement (Bethany Bay Project), dated May 17, 2024, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc.

10.58	Financing Agreement (DelDOT – Lochmeath), dated May 17, 2024, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc.

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.

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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/Mohammed G. Zerhouni
		Mohammed G. Zerhouni
		Senior Vice President, Chief Financial Officer and Treasurer

		(Principal Financial Officer)

Date: July 31, 2024

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Exhibit 10.55

TIDEWATER UTILITIES, INC.

$1,011,700 GENERAL OBLIGATION BOND

(DELDOT - RT 1 - MINOS CONAWAY MAIN REPLACEMENTS PROJECT)

SERIES 2024A-DWSRF

FINANCING AGREEMENT

BETWEEN

TIDEWATER UTILITIES, INC.

AND

DELAWARE DRINKING WATER STATE REVOLVING FUND,

ACTING BY AND THROUGH THE

DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES,

DIVISION OF PUBLIC HEALTH

Loan No. 22000039

Exhibit 10.55

TABLE OF CONTENTS

	PAGE
ARTICLE I DEFINITIONS	1
Section 1.1. Definitions	1
Section 1.2. Rules of Construction	3
ARTICLE II REPRESENTATIONS	3
Section 2.1. Representations by Borrower	3
ARTICLE III ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT	4
Section 3.1. Advance of Loan Proceeds	4
Section 3.2. Application of Loan Proceeds	5
Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay	8
Section 3.4. Agreement to Accomplish Project	8
Section 3.5. Permits	9
Section 3.6. Construction Contractors	9
Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act (IIJA)	10
Section 3.8. Engineering Services	11
Section 3.9. Borrower Required to Complete Project	11
Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan	12
ARTICLE IV ADDITIONAL FEDERAL REQUIREMENTS	12
Section 4.1. Federal Requirements	12
Section 4.2. Americans with Disabilities Act	13
Section 4.3. Nondiscrimination; Sexual Harassment	13
ARTICLE V REPAYMENT OF LOAN; GENERAL OBLIGATION	14
Section 5.1. Repayment of Loan	14
Section 5.2. General Obligation	14
SECTION 5.3. [RESERVED]	14
ARTICLE VI PREPAYMENTS	14
Section 6.1. Prepayments of Loan	14
ARTICLE VII OPERATION AND USE OF SYSTEM	14
Section 7.1. Inspection of System and Borrower’s Books and Records	14
Section 7.2. Performance Certification	15
Section 7.3. Operation, Maintenance and Use of System	15
ARTICLE VIII INSURANCE, DAMAGE AND DESTRUCTION	15
Section 8.1. Insurance	15
ARTICLE IX SPECIAL COVENANTS	15
Section 9.1. Maintenance of Existence	15
Section 9.2. Financial Records and Statements	15
Section 9.3. Certificate as to No Default	16
Section 9.4. Further Assurances	16
Section 9.5. Other Indebtedness	16
Section 9.6. Assignment by Borrower	16
ARTICLE X DEFAULTS AND REMEDIES	17
Section 10.1. Events of Default	17

Exhibit 10.55

Section 10.2. Notice of Default	18
Section 10.3. Remedies on Default	18
Section 10.4. Delay and Waiver	18
Section 10.5. Right to Cure Default	18
ARTICLE XI MISCELLANEOUS	19
Section 11.1. Successors and Assigns	19
Section 11.2. Amendments	19
Section 11.3. Limitation of Liability of Borrower’s Officers	19
Section 11.4. Applicable Law	19
Section 11.5. Severability	19
Section 11.6. Notice	19
Section 11.7. Headings	20
Section 11.8. Terms of Agreement	20
Section 11.9. Counterparts	21

EXHIBIT A	PROJECT DESCRIPTION
EXHIBIT B	PROJECT BUDGET
EXHIBIT C	FORM OF REQUISITION
EXHIBIT D	SCHEDULE OF DISBURSEMENTS
EXHIBIT E	FORM OF CHANGE ORDER
EXHIBIT F	PROJECTED DRAWDOWN CERTIFICATE

Exhibit 10.55

FINANCING AGREEMENT

THIS FINANCING AGREEMENT (this “Agreement”) is made as of this 17^th day of May, 2024, between the DELAWARE DRINKING WATER STATE REVOLVING FUND, acting by and through the DELAWARE DEPARTMENT OF HEALTH & SOCIAL SERVICES, DIVISION OF PUBLIC HEALTH, a public agency of The State of Delaware (the “Department”) and TIDEWATER UTILITIES, INC., a corporation organized under the laws of The State of Delaware (the “Borrower”).

Pursuant to Title 29 Delaware Code Section 7903 (the “Act”), the General Assembly established a permanent and perpetual fund known as the “Delaware Drinking Water State Revolving Fund” (the “Fund”) and empowered the Secretary of the Department of Health & Social Services to administer such Fund. From the Fund, the Department from time to time makes loans to and acquires obligations of eligible persons in Delaware to finance the costs of drinking water facilities in accordance with the Federal Safe Drinking Water Act. General information on Drinking Water State Revolving Funds can be found at: https://www.epa.gov/dwsrf.

The Borrower requested a loan (the “Loan”) from the Fund and will evidence its obligation to repay the Loan by the signing of this Agreement and by the delivery of its General Obligation Bond (DelDOT - RT 1 - Minos Conaway Main Replacements Project), Series 2024A- DWSRF (the “Bond”). The Borrower will use the Loan Proceeds from the Fund to: (i) finance the relocation of existing mains within adjacent roadways in the vicinity of and south of Minos Conaway Road, as more fully described in Exhibit A and (ii) if desired, pay certain administrative costs and costs of issuing the Bond (collectively, the “Project”).

ARTICLE I
DEFINITIONS

Section 1.1. Definitions.

The capitalized terms contained in this Agreement shall have the meanings set forth below unless the context requires otherwise and any capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Act:

“Agreement” means this Financing Agreement between the Department and the Borrower, together with any amendments or supplements hereto.

“Authorized Representative” means the President, Vice President, Chairman, Treasurer, and Secretary of the Borrower or any employee of the Borrower authorized by resolution or certificate of the Borrower to perform the act or sign the document in question.

“Business Day” means a day of the year which is not a Saturday or Sunday or a day on which banking institutions located in New York or Delaware are required or authorized to remain closed or on which the New York Stock Exchange is closed.

Exhibit 10.55

“Closing Date” means the date this Agreement is executed and delivered by the Borrower and the Department.

“Commitment Letter” shall mean the commitment letter from the Department to the Borrower dated February 6, 2024 and all extensions and amendments thereto.

“Consulting Engineer” means any firm of independent consulting engineers of recognized standing and experienced in the field of environmental engineering and registered to do business in Delaware. Any such firm shall be subject to the reasonable approval of the Department.

“Department” means the Department of Health and Social Services, Division of

Public Health.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Fiscal Year” means the period of twelve months established by the Borrower as its annual accounting period.

“Loan” means the loan from the Department to the Borrower pursuant to this

Agreement.

“Loan Proceeds” means the funds applied to make the loan to the Borrower pursuant to this Agreement.

“Notice to Proceed” means a written notice given by the Borrower and signed by an Authorized Representative issued to each construction contractor fixing the date on which construction, equipping, acquisition, expansion or renovation of the Project as described in Exhibit A will commence, a copy of which must be furnished to the Department by the Borrower within one year of the Closing Date.

“Penalty” shall have the meaning set forth in Section 3.3.

“Project” means, collectively, the various improvements and upgrades to the System of the Borrower, as more fully described in Exhibit A, the costs of the construction, acquisition or equipping of which are to be financed in whole or in part with the Loan Proceeds.

“Project Budget” means the budget for the financing of the Project, a copy of which is attached to this Agreement as Exhibit B.

“Project Costs” means the costs of the construction, acquisition or equipping of the Project, as further described in the Project Budget, and such other costs as may be approved in writing by the Department, provided such costs are permitted by the Act.

“System” means all plants, systems, facilities, equipment or property, of which the Project constitutes the whole or a part, owned, operated or maintained by the Borrower and

Exhibit 10.55

used in connection with the drinking water services for the systems which comprise the Project, all as described in Exhibit A.

Section 1.2. Rules of Construction.

The following rules shall apply to the construction of this Agreement unless the context requires otherwise:

(a) Singular words shall connote the plural number as well as the singular and vice versa.

(b) All references in this Agreement to particular Sections or Exhibits are references to Sections or Exhibits of this Agreement unless otherwise indicated.

(c) The headings and table of contents as used in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

ARTICLE II
REPRESENTATIONS

Section 2.1. Representations by Borrower.

The Borrower makes the following representations as the basis for its undertakings under this Agreement:

(a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.

(b) The Borrower has full right, power and authority to (i) execute this Agreement and the other documents related thereto, (ii) own and operate the System, (iii) construct, acquire or equip the Project and finance the Project Costs by borrowing money for such purpose pursuant to this Agreement, and (iv) carry out and consummate all of the transactions contemplated by this Agreement.

(c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for (i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required.

(d) This Agreement has been executed by a duly authorized officer of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with the terms of this Agreement.

(e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal,

Exhibit 10.55

equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement.

(f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project.

(g) No material adverse change has occurred in the financial condition of the Borrower from that indicated in the financial statements, application and other information furnished to the Department in connection with this Agreement.

(h) No Event of Default has occurred and is continuing.

(i) Except as may otherwise be approved by the Department or permitted by the terms hereof, the Project and the System at all times will be owned by the Borrower and will not be operated or controlled by any other entity or person.

(j) The Project will be a part of the System.

(k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs.

(l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget.

(m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of April 30, 2026. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

ARTICLE III

ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT

Section 3.1. Advance of Loan Proceeds.

The Department agrees to advance to the Borrower pursuant to this Agreement up to One Million Eleven Thousand Seven Hundred Dollars ($1,011,700) to pay Project Costs in accordance with the Project Budget.

Exhibit 10.55

Section 3.2. Application of Loan Proceeds.

(a) The Borrower agrees to apply the Loan Proceeds solely and exclusively to the payment, or the reimbursement of the Borrower for the payment, of Project Costs and further agrees, upon the request of the Department, to exhibit to the Department, vouchers, statements, bills of sale or other evidence of the actual payment of such Project Costs. The Department shall disburse the Loan Proceeds to or for the account of the Borrower upon execution of this Agreement and upon receipt by the Department of the following:

(1) A requisition (upon which the Department shall be entitled to rely) signed by an Authorized Representative and containing all information called for by, and otherwise being in the form of, Exhibit C attached hereto.

(2) If such requisition includes an item for payment for labor or to contractors, builders or materialmen (i) a certificate, signed by an Authorized Representative, stating that such work was actually performed or such materials, supplies or equipment were actually furnished or installed in or about the construction of the Project; and (ii) a certificate signed by an Authorized Representative stating either that such materials, supplies or equipment are not subject to any lien or security interest or that such lien or security interest will be released or discharged upon payment of the requisition.

Upon receipt of each such requisition and accompanying certificate or certificates, the Department shall disburse Loan Proceeds hereunder to or for the account of the Borrower in accordance with such requisition in an amount and to the extent approved by the Department. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D. The Department shall have no obligation to disburse any such Loan Proceeds if the Borrower is in default hereunder, nor shall the Department have any obligation to approve any requisition if the Borrower is not in compliance with the terms of this Agreement.

(b) The Borrower shall comply with all applicable State of Delaware and federal laws. Except as may otherwise be approved by the Department, disbursements shall be held at ninety- five percent (95%) of the maximum amount authorized hereunder to ensure satisfactory completion of the Project. Upon receipt from the Borrower of the certificate specified in Section 3.4 and a final requisition detailing all retainages to which the Borrower is then entitled, the Department, to the extent approved by the Department and subject to the provisions of this Section and Section 3.4, will disburse Loan Proceeds to or for the account of the Borrower to the extent of such approval.

(d) The Department shall have no obligation to disburse Loan Proceeds in excess of the amount necessary to pay for approved Project Costs.

(e) The Borrower shall comply in all respects with all applicable federal laws, regulations and other requirements related to or arising out of or in connection with the Project and the funding thereto by the Fund.

Exhibit 10.55

(f) The Borrower shall comply in all respects with the Federal Single Audit Act (the “SAA”), 2 CFR 200 Subpart F, as a sub-recipient of Federal funds. As a recipient of Loan Proceeds from the Fund, the Borrower is required to notify the Department when a SAA audit has been conducted and provide the Department within 30 days of completion with a copy of the SAA audit if the Borrower expends $750,000 or more in Loan Proceeds and other federal financial assistance in its fiscal year. Other federal financial assistance sources include, but are not limited to, equivalency funds received by the Delaware Water Pollution Control Revolving Fund, other federal water infrastructure funding programs (e.g., USDA RD, CDBG, and EPA’s WIFIA and Community Grants, among others), as well as health care, social services, highways, and education funding programs. The Borrower shall notify the Department when they have reached the $750,000 expenditure threshold.

For purposes of the Fund, an expenditure occurs at the time that Loan Proceeds are disbursed by the Borrower for the purpose for which the Fund assistance is provided (e.g., Project Costs). For example, for the Loan, the expenditure occurs at the time the Borrower pays an invoice. In the case of refinancing assistance, the expenditure occurs at the time the Borrower uses the Loan Proceeds to refinance the existing debt.

The Borrower is responsible for (i) maintaining an annual (fiscal year) accounting system and identifying all expenditures of federal financial assistance, (ii) submitting its SAA audit to the Federal Audit Clearinghouse within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period, and (iii) notifying the Department that the SAA audit has been submitted to the Federal Audit Clearinghouse and providing a copy to the state SRF program upon request. The Borrower shall inform the Department of any findings and recommendations pertaining to Loan Proceeds received from the Fund contained in SAA audits conducted by the Borrower.

The SAA dollar threshold, currently at $750,000 as previously stated, that requires performance of an audit increases periodically, and the Borrower is required to know the threshold for a given year.

(g) The Borrower shall comply with the Delaware Department of Labor Prevailing Wage Rate Regulations.

(h) The Borrower shall comply with the Delaware Drinking Water State Revolving Fund's Davis-Bacon Wage Rate Act Requirement as set forth in the closing documents. The Borrower agrees that all contractors or subcontractors utilized by the Borrower in the Project will complete and file the U.S. Department of Labor’s payroll form WH-347.

(i) As a recipient of Fund assistance, the Borrower shall comply with the Prohibition on Certain Telecommunication and Video Surveillance Services or Equipment located in 2 CFR 200.216, as such regulation relates to the Project. The Borrower agrees that none of the Loan Proceeds shall be used to procure, enter into, extend or renew contracts or obtain equipment, services or systems that use “covered telecommunications equipment or services,” as identified in the regulation, as a substantial or essential component of any system, or as critical technology as part of any system.

Exhibit 10.55

(j) As a recipient of Fund assistance, the Borrower agrees that none of the Loan Proceeds made available to the Borrower shall be used for the Project for the construction, alteration, maintenance, or repair of the System unless all of the iron and steel products used in the Project are produced in the United States (“American Iron and Steel Requirement”), unless: (i) the Borrower has requested and obtained a waiver from the Environmental Protection Agency pertaining to the Project or (ii) the Department has otherwise advised the Borrower in writing that the American Iron and Steel Requirement is not applicable to the Project. The American Iron and Steel Requirement shall not apply in any case or category of cases in which the Administrator of the Environmental Protection Agency finds that: (i) applying the requirement would be inconsistent with the public interest; (ii) iron and steel products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (iii) inclusion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent.

In this section 3.2(j), the term ‘‘iron and steel products’’ means the following products made primarily of iron or steel-lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraints, valves, structural steel, reinforced precast concrete, and construction materials. “Steel” means an alloy that includes at least 50 percent iron, between .02 and 2 percent carbon, and may include other elements.

The Bipartisan Infrastructure Law of 2021, also known as the Infrastructure Investment and Jobs Act of 2021 (“IIJA”), established the Build America Buy America (BABA) Act domestic sourcing requirements for federal financial assistance programs for infrastructure, including the Fund, and the Borrower must comply with the BABA provision. BABA also creates expanded American Iron and Steel requirements to include construction materials and manufactured goods for domestic preference and sourcing requirements.

In procuring materials for public works projects, entities using taxpayer-financed Federal assistance should give a commonsense procurement preference for the materials and products produced by companies and workers in the United States in accordance with the high ideals embodied in the environmental, worker, workplace safety, and other regulatory requirements of the United States. The benefits of domestic content procurement preferences extend beyond economics. Common construction materials used in public works infrastructure projects, including steel, iron, manufactured products, non-ferrous metals, plastic and polymer- based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables), glass (including optic glass), lumber, and drywall are not adequately covered by a domestic content procurement preference, thus limiting the impact of taxpayer purchases to enhance supply chains in the United States.

(k) The Borrower agrees to comply with all federal requirements applicable to the Loan Proceeds received (including those imposed by IIJA, Public Law No. 117-58) which the Borrower understands includes, but is not limited to, the following requirements: that all of the iron and steel, manufactured products, and construction materials used in the Project are to be produced in the United States (“Build America, Buy America Requirements”) unless (i) the Borrower has requested and obtained a waiver from the Department pertaining to the Project or the Project is otherwise covered by a general applicability waiver; or (ii) the Department has

Exhibit 10.55

otherwise advised the Borrower in writing that the Build America, Buy America Requirements are not applicable to the Project.

(l) The Borrower, as a sub-recipient of Federal funds, agrees that when collecting and managing environmental data under this Agreement, it will protect the data by following all applicable State of Delaware law cybersecurity requirements, if the Borrower’s network or information system is connected to the Environmental Protection Agency networks to transfer data to the Environmental Protection Agency using systems other than the Environmental Information Exchange Network or the Environmental Protection Agency’s Central Data Exchange.

Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay.

The Borrower agrees after the Closing Date to commence work in earnest on the Project and make draws on the Loan Proceeds of at least ten percent (10%) of the Project Costs within one year of the Closing Date. The Borrower further agrees to provide a Notice to Proceed within one year of the Closing Date.

If by May 17, 2025, which is one year from the Closing Date, (i) the Borrower has not submitted requisition(s), in the manner required by Section 3.2, for more than ten percent (10%) of the Project Costs, and (ii) the Department has not received a Notice to Proceed, the Department may in its discretion assess a penalty equal to one percent (1%) of the Loan Proceeds (the “Penalty”). Such Penalty may be drawn by the Department from the Loan Proceeds. It is within the Department’s complete discretion whether to impose the Penalty based upon its review of affirmative steps taken by the Borrower to commence and complete the Project and the totality of the circumstances surrounding any such delay in requesting disbursement of Loan Proceeds.

Section 3.4. Agreement to Accomplish Project.

The Borrower will cause the Project to be acquired, constructed, expanded, renovated or equipped as described in Exhibit A and in accordance with the Project Budget and the plans, specifications and designs prepared by the Consulting Engineer and approved by the Department. The Borrower will complete the Project by the date set forth in Section 2.1(m). All plans, specifications and designs have been approved by all applicable regulatory agencies. The Borrower agrees to maintain complete and accurate books and records of the Project Costs and permit the Department through its duly authorized representatives to inspect such books and records at any reasonable time. The Borrower and the Department may amend the description of the Project set forth in Exhibit A.

The Borrower will deliver to the Department a certificate signed by an Authorized Representative of the Borrower and by the Consulting Engineer stating (i) that the Project has been completed substantially in accordance with this Section, the plans and specifications as amended from time to time, as approved by the Department, and in substantial compliance with all material applicable laws, ordinances, rules and regulations, (ii) the date of such completion, (iii) that all certificates of occupancy or other material permits necessary for the Project’s use, occupancy and

Exhibit 10.55

operation have been issued or obtained, and (iv) the amount, if any, to be reserved for payment of Project Costs.

Section 3.5. Permits.

The Borrower, at its sole cost and expense, shall comply with, and shall obtain all permits, consents and approvals required by local, state or federal laws, ordinances, rules, regulations or requirements in connection with the acquisition, construction, equipping, occupation, operation or use of the Project. The Borrower shall, upon request, promptly furnish to the Department copies of all such permits, consents and approvals. The Borrower shall also comply with all lawful program or procedural guidelines or requirements duly promulgated and amended as of the date hereof by the Department in connection with the acquisition, construction, equipping, occupation, operation or use of projects financed by the Fund under the Act. The Borrower shall also comply in all respects with all applicable State of Delaware and federal laws, regulations and other requirements relating to or arising out of or in connection with the Project and the funding thereof by the Fund.

Section 3.6. Construction Contractors.

Each construction contractor employed in the accomplishment of the Project shall be required in the construction contract to furnish a performance bond and a payment bond, each in an amount equal to one hundred percent (100%) of the particular contract price. Such bonds shall list the Borrower as beneficiary. Each contractor shall be required to maintain, during the construction period covered by the particular construction contract, builder’s risk insurance, workers compensation insurance, public liability insurance, property damage insurance and vehicle liability insurance in amounts and on terms customarily maintained on such projects. Upon request of the Department, the Borrower shall cause each contractor to furnish evidence of such bonds and insurance to the Department. In addition to the foregoing,

(a) Each construction contractor employed in the accomplishment of the Project is required to comply with the Anti-Kickback Act (and is required to insert similar requirements in all subcontracts) and all other applicable federal laws and regulations.

(b) All construction contracts and contractors’ estimate forms will be prepared so that materials and equipment may be readily itemized and identified as to eligible and noneligible costs.

(c) Any change in a construction contract that will alter the contract price or completion time or will substantially modify the proposed use of the Project must be submitted to the Department for prior approval via a change order in the form of the change order attached hereto as Exhibit E.

(d) The construction of the Project facilities will conform to applicable federal, state and local laws, ordinances and regulations.

Exhibit 10.55

(e) The Borrower will proceed expeditiously and complete the Project facilities in accordance with the approved application, project schedule, surveys, plans, profiles, cross- sections, specifications and amendments approved by the Department.

Recipients and sub-recipients of Fund assistance, including the Borrower, shall not make any award or permit any award (sub-grant or contract) at any tier to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, “Debarment and Suspension.” Grantees and sub-grantees, including the Borrower, shall refer to the "List of Parties Excluded From Federal Procurement and Non-Procurement Programs" to insure that the contractor or subcontracts are not on this list. A search for exclusion records can be made at the official US Government System for Award Management website at https://www.sam.gov. For assistance visit the Federal Service Desk online at www.fsd.gov or by calling (866) 606-8220.

(f) Recipients have taken and will continue to take all necessary affirmative steps to solicit, and document its solicitation efforts of, minority business enterprises and women’s business enterprises, individually and collectively referred to as Disadvantaged Business Enterprises (DBE), in accordance with the Six Good Faith Efforts, (40 CFR Part 33).

(g) Recipients have taken and will continue to take all necessary affirmative steps to assure that it is in compliance with all requirements for the procurement of architectural and engineering services as identified in 40 U.S.C. Section 1101 et. Seq, for all architectural and engineering contracts executed, amended or renewed.

Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act (IIJA).

(a) Building A Better America Emblem. The Borrower will ensure that a sign isp laced at construction sites supported under the Loan displaying the official Building A Better America emblem and must identify the project as a “project funded by President Biden’s Bipartisan Infrastructure Law.” Construction is defined at 40 CFR 33.103 as “erection, alteration, or repair (including dredging, excavating, and painting) of buildings, structures, or other improvements to real property, and activities in response to a release or a threat of a release of a hazardous substance into the environment, or activities to prevent the introduction of a hazardous substance into a water supply.” The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period.

In cases where the construction site covers a large area (e.g., lead service line replacement or septic tank repair/replacement projects), a sign should be placed in an easily visible location near where the work is being performed (e.g., entrance to the neighborhood, along a main road through town, etc.). Signage costs are considered an allowable Project Cost, provided the costs associated with the signage are reasonable. Additionally, to increase public awareness of projects serving communities where English is not the predominant language, the Borrower is encouraged to translate the language on signs (excluding the official Building a Better America emblem or EPA logo or seal) into the appropriate non-English language(s). The costs of such translation are allowable Project Costs, provided the costs are reasonable.

Exhibit 10.55

The Borrower will ensure compliance with the guidelines and design specifications for using the official Building A Better America emblem and corresponding logomark available at: https://www.whitehouse.gov/wp-content/uploads/2022/08/Building-A- Better-America-Brand-Guide.pdf.

(b) EPA Logo. The Borrower will ensure that signage displays the EPA logo along with the official Building A Better America emblem. The EPA logo must not be displayed in a manner that implies that EPA itself is conducting the project. Instead, the EPA logo must be accompanied with a statement indicating that the Borrower received financial assistance from EPA for the project.

The Borrower will ensure compliance with the sign specifications provided by the EPA Office of Public Affairs (“OPA”) available at: https://www.epa.gov/grants/epa-logo-seal- specifications-signage-produced-epa-assistance-agreement-recipients. As provided in the sign specifications from OPA, the EPA logo is the preferred identifier for assistance agreement projects and use of the EPA seal requires prior approval from the EPA. To obtain the appropriate EPA logo or seal graphic file, the Borrower should send a request directly to OPA and include the EPA Project Officer in the communication. Instructions for contacting OPA is available on the Using the EPA Seal and Logo page at https://www.epa.gov/aboutepa/using-epa-seal-and- logo.

(c) Procuring Signs. Consistent with section 6002 of RCRA, 42 U.S.C. 6962, and 2 CFR 200.323, the Borrower is encouraged to use recycled or recovered materials when procuring signs. Signage costs are considered an allowable Project Cost under this Agreement provided that the costs associated with signage are reasonable. Additionally, to increase public awareness of projects serving communities where English is not the predominant language, the Borrower is encouraged to translate the language on signs (excluding the official Building A Better America emblem or EPA logo or seal) into the appropriate non-English language(s). The costs of such translation are allowable, provided the costs are reasonable.

The EPA encourages the recipient to notify the EPA Project Officer listed in this award document of public or media events publicizing the accomplishment of significant events related to construction projects as a result of this agreement and provide the opportunity for attendance and participation by federal representatives with at least ten (10) working days’ notice.

Section 3.8. Engineering Services.

The Borrower has retained or employed the Consulting Engineer to provide engineering services covering planning and design, operation of the System, and the supervision and inspection of the construction of the Project. The Consulting Engineer will provide to the Department the certificate required by Section 3.4.

Section 3.9. Borrower Required to Complete Project.

Subject to the provisions of Section 9.5 hereof, if the Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own

Exhibit 10.55

expense and shall not be entitled to any reimbursement therefor from the Department or the Fund or to any abatement, diminution or postponement of the Borrower’s repayments under this Agreement.

Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan.

Project Costs incurred prior to the initiation of construction and after approval of the Project by the Department are eligible for reimbursement from Loan Proceeds provided that the Project continues to meet all the criteria and requirements set forth by the Department. Notwithstanding anything to the contrary herein, costs incurred and associated with the initial stages of the Project, such as planning and design, are eligible for reimbursement regardless of when such costs were incurred.

ARTICLE IV

ADDITIONAL FEDERAL REQUIREMENTS

Section 4.1. Federal Requirements.

(a) As a recipient of Fund assistance, the Borrower shall comply Federal State Revolving Loan Requirements Section 1452 of the Federal Safe Drinking Water Act, 42 U.S.C.

§300j-12 et seq., as amended.

(b) Pursuant to Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, as a recipient of Fund assistance, the Borrower agrees not to discriminate on the basis of race, color or national origin in any activity funded through this Agreement.

(c) Pursuant to the Age Discrimination Act, 42 U.S.C. § 6101 et seq., as a recipient of Fund assistance, the Borrower agrees not to discriminate on the basis of age in any activity funded through this Agreement.

(d) Pursuant to Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, as a recipient of Fund assistance, the Borrower agrees not to discriminate on the basis of disability in any activity funded through this Agreement.

(e) Pursuant to Section 1452 of the Federal Safe Drinking Water Act Amendments of 1996, P.L. 104-182, and Title IX of the Education Amendments of 1972, 20 U.S.C. § 1681 et seq., as amended, as a recipient of Fund assistance, the Borrower agrees not to discriminate on the basis of sex in any activity funded through this Agreement.

(f) Pursuant to Executive Order 11246, dated September 24, 1965, as amended by Executive Order 11375, dated October 13, 1967, and as supplemented by U.S. Department of Labor regulations set forth at 41 C.F.R. Ch. 60, as a recipient of Fund assistance, the Borrower agrees to provide an equal opportunity for employment to all contracts and subcontracts awarded for the Project and funded through this Agreement.

(g) Pursuant to Executive Order 12898, dated February 11, 1994, as a recipient of Fund assistance, the Borrower agrees not to fund any action through this Agreement that will have disproportionately high and adverse effects on minority or low-income populations.

Exhibit 10.55

Section 4.2. Americans with Disabilities Act.

Pursuant to federal regulations promulgated under the authority of the Americans With Disabilities Act, 28 C.F.R. § 35.101 et seq., no individual with a disability shall, on the basis of the disability, be excluded from participation in this Agreement or from activities provided for under this Agreement, and the Borrower agrees to comply with the General Prohibitions Against Discrimination, 28 C.F.R. § 35.130, and all other regulations promulgated under Title II of the Americans With Disabilities Act which are applicable to the benefits, services, programs, and activities provided by the Department as an agency of the State of Delaware through this Agreement. The State of Delaware and the Department shall be indemnified and held harmless from all losses, damages, expenses, claims, demands, suits and actions brought by any party against the State of Delaware or the Department as a result of the Borrower’s failure to comply with its obligations under the preceding provisions.

Section 4.3. Nondiscrimination; Sexual Harassment.

The Borrower shall comply, or cause its contractor or subcontractor, or other agents or representatives to comply, with the following requirements:

(a) In the hiring of any employees for the manufacture of supplies, performance of work, or any other activity required under this Agreement or any Project contract, no person who is qualified and available to perform the work to which the employment relates shall be discriminated against by reason of gender, race, creed or color.

(b) No employee involved in the manufacture of supplies, the performance of work or any other activity required under this Agreement shall be discriminated against in any manner or intimidated on account of gender, race, creed, or color.

(c) A written sexual harassment policy providing that sexual harassment will not be tolerated and employees who practice it will be disciplined shall be established and maintained by the Borrower and employees shall be informed of the policy.

(d) No contractor who is qualified to perform the work relating to this Agreement shall discriminate against any other contractor by reason of gender, race, creed, or color.

(e) All necessary employment documents and records shall be provided and access shall be granted to the Department to books, records, and accounts for purposes of investigation to ascertain compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause. If documents or records reflecting the necessary information requested are not available, such information shall be furnished on reporting forms supplied by the Department.

(f) This Nondiscrimination/Sexual Harassment Clause shall be included in any contract awarded for the Project so that such provisions will be binding upon any contractors engaged for the Project.

(g) The Department may cancel or terminate this Agreement and all money due or to become due under this Agreement may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the Department may proceed

Exhibit 10.55

with debarment or suspension and may place the party not in compliance in the Contractor Responsibility File, a repository of information on contractors.

ARTICLE V

REPAYMENT OF LOAN; GENERAL OBLIGATION

Section 5.1. Repayment of Loan.

The Borrower shall repay the Loan pursuant to the terms of the Bond issued to the Department.

Section 5.2. General Obligation.

The Borrower’s repayment obligation constitutes a general obligation of the Borrower, secured by a pledge of its full faith, revenue and credit.

Section 5.3. [RESERVED]

ARTICLE VI
PREPAYMENTS

Section 6.1. Prepayments of Loan.

At its option and upon providing prior written notice to the Department, the Borrower may prepay the Loan, in whole or in part, without penalty, at any time. Such prior written notice shall specify the date on which the Borrower will make such prepayment and whether the Loan will be prepaid in full or in part, and if in part, the principal amount to be prepaid. Any such prepayment shall be applied against Loan principal installments then outstanding as shall be directed by the Borrower.

ARTICLE VII
OPERATION AND USE OF SYSTEM

Section 7.1. Inspection of System and Borrower’s Books and Records.

The Department and its duly authorized representatives and agents shall have such reasonable rights of access to the System as may be necessary to determine whether the Borrower is in compliance with the requirements of this Agreement and shall have the right at all reasonable times and upon reasonable prior notice to the Borrower to examine and copy the books and records of the Borrower insofar as such books and records relate to the System.

The Borrower agrees to comply with all record keeping and reporting requirements under all applicable legal authorities, including any reports required by the Department, such as performance indicators of program deliverables and information on costs and project progress. The Borrower understands that (i) each contract and subcontract related to the Project is subject to audit by appropriate federal and state entities and (ii) failure to comply with the applicable legal requirements and this Agreement may result in a default hereunder that

Exhibit 10.55

results in a repayment of Loan Proceeds in advance of the maturity of the Bond and/or other remedial actions.

Section 7.2. Performance Certification.

The Borrower will notify the Department when the Project is completed and operation commenced on or before the date set out in Section 2.1(m).

Section 7.3. Operation, Maintenance and Use of System.

At its own cost and expense, the Borrower shall operate the System in a proper, sound and economical manner and in compliance with all legal requirements, shall maintain the System in good repair and operating condition and from time to time shall make all necessary repairs, renewals and replacements.

ARTICLE VIII

INSURANCE, DAMAGE AND DESTRUCTION

Section 8.1. Insurance.

Unless the Department otherwise agrees in writing, the Borrower shall maintain or cause to be maintained insurance against such risks as are customarily insured against by owners of systems similar in size and character to the System.

ARTICLE IX
SPECIAL COVENANTS

Section 9.1. Maintenance of Existence.

The Borrower shall maintain its existence as a “Person” (as defined in the Federal Safe Drinking Water Act) and, without consent of the Department, which consent shall not be unreasonably withheld, shall not dissolve or otherwise dispose of all or substantially all of its assets or consolidate or merge with or into another entity. Notwithstanding the foregoing, the Borrower may consolidate or merge with or into, or sell or otherwise transfer all or substantially all of its assets to a political subdivision of The State of Delaware, and the Borrower thereafter may dissolve, if the surviving, resulting or transferee political subdivision, if other than the Borrower, assumes, in written form acceptable to the Department, all of the obligations of the Borrower contained in this Agreement, and there is furnished to the Department an Opinion of Counsel acceptable to the Department subject to customary exceptions and qualifications, to the effect that such assumption constitutes the legal, valid and binding obligations of the surviving, resulting or transferee entity in accordance with its terms.

Section 9.2. Financial Records and Statements.

The Borrower shall maintain proper books of record and account in which proper entries shall be made in accordance with generally accepted accounting principles, consistently applied, of all its business and affairs related to the System. The Borrower shall have an annual

Exhibit 10.55

audit made by an independent certified public accountant within one hundred twenty (120) days after the end of each Fiscal Year. Such report shall include either (a) disclosure language confirming the Borrower’s continued compliance with its loan and mortgage covenants and restrictions or (b) a certificate of the accountants to the effect that, during the course of such accountant's regular examination of the Borrower's financial condition, nothing came to such accountant's attention that would constitute an Event of Default hereunder. A copy of the audited annual report shall be forwarded to the Department when completed.

Section 9.3. Certificate as to No Default.

The Borrower shall deliver to the Department, within one hundred twenty (120) days after the close of each Fiscal Year, a certificate signed by an Authorized Representative stating that, during such year and as of the date of such certificate, no event or condition has happened or existed, or is happening or existing, which constitutes an Event of Default, or if such an event or condition has happened or existed, or is happening or existing, specifying the nature and period of such event or condition and what action the Borrower has taken, is taking or proposes to take to rectify it.

Section 9.4. Further Assurances.

The Borrower shall to the fullest extent permitted by law pass, make, do, execute, acknowledge and deliver such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming the rights of the Department under this Agreement, or as may be required to carry out the purpose of this Agreement. The Borrower shall at all times, to the fullest extent permitted by law, defend, preserve and protect all rights of the Department under this Agreement against all claims and demands of all persons.

Section 9.5. Other Indebtedness.

In the event that the Borrower is required to borrow additional funds in order to complete the Project, the Borrower agrees to consult with the Department before borrowing any such additional funds. The Borrower agrees to pay when due all amounts required by any other bonded indebtedness and to perform all of its obligations in connection therewith.

Section 9.6. Assignment by Borrower.

The Borrower may not assign its rights under this Agreement without the prior written consent of the Department, which consent shall not be unreasonably withheld. If the Borrower desires to assign its rights under this Agreement to another “Person” (as defined in the Federal Safe Drinking Water Act), the Borrower shall give notice of such fact to the Department. If the Department consents to the proposed assignment, the Borrower may proceed with the proposed assignment, but such assignment shall not become effective until the Department is furnished: (i) an assumption agreement in form and substance satisfactory to the Department by which the assignee agrees to assume all of the Borrower’s obligations under this Agreement, and (ii) an Opinion of Counsel to the assignee, subject to customary exceptions and qualifications, that the assumption agreement and this Agreement constitute legal, valid and binding obligations

Exhibit 10.55

of the assignee enforceable against the assignee in accordance with their terms and that the assignment and assumption comply in all respects with the provisions of this Agreement. Notwithstanding the foregoing, the assignment of the rights of the Borrower under this Agreement or the assumption of the obligations thereunder by the assignee shall in no way be construed as releasing the Borrower’s obligations unless specifically agreed to by the Department.

ARTICLE X
DEFAULTS AND REMEDIES

Section 10.1. Events of Default.

Each of the following events shall be an “Event of Default” hereunder:

(a) The failure to pay any payment of principal, interest and/or any administrative fee when due hereunder or under the Bond;

(b) The Borrower’s failure to perform or observe any of the other covenants, agreements or conditions of this Agreement and the continuation of such failure for a period of thirty (30) days after the Department gives the Borrower written notice specifying such failure and requesting that it be cured, unless the Department shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice is correctable but cannot be corrected within the applicable period, the Department will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Borrower within the applicable period and diligently pursued until the default is corrected;

(c) Any warranty, representation or other statement by or on behalf of Borrower contained in this Agreement or in any instrument furnished in compliance with or in reference to this Agreement is false or misleading in any material respect;

(d) An order or decree shall be entered, with the Borrower’s consent or acquiescence, appointing a receiver or receivers of the System or any part thereof or of the income thereof, or if such order or decree, having been entered without the Borrower’s consent or acquiescence, shall not be vacated, discharged or stayed on appeal within ninety (90) days after the entry thereof;

(e) Any proceeding shall be instituted, with the Borrower’s consent or acquiescence, for the purpose of effecting a composition between the Borrower and its creditors, pursuant to any federal or state statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the revenues of the System; or

(f) Any bankruptcy, insolvency or other similar proceeding shall be instituted by or against the Borrower under any federal or state bankruptcy or insolvency law now or hereinafter in effect and, if instituted against the Borrower, is not dismissed within ninety (90) days after filing.

Exhibit 10.55

Section 10.2. Notice of Default.

The Borrower agrees to give the Department prompt written notice if any order, decree or proceeding referred to in Section 10.1(d) through (f), inclusive, is entered or instituted against the Borrower or of the occurrence of any other event or condition which constitutes an Event of Default immediately upon becoming aware of the existence thereof.

Section 10.3. Remedies on Default.

Whenever any Event of Default referred to in Section 10.1 shall have happened and be continuing, the Department shall, in addition to any other remedies provided herein or by law, have the right, at its option without any further demand or notice, to take one or both of the following remedial steps:

(a) Discontinue advances of Loan Proceeds hereunder;

(b) Declare immediately due and payable all payments due or to become due under this Agreement or under the Bond, and upon notice to the Borrower, the same shall become immediately due and payable by the Borrower without further notice or demand; and

(c) Take whatever other action at law or in equity may appear necessary or desirable to collect the payments then due and thereafter to become due under this Agreement or to enforce any other of the Department’s rights under this Agreement or to enforce performance by the Borrower of its covenants, agreements or undertakings contained herein.

Section 10.4. Delay and Waiver.

No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default under this Agreement shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereto.

Section 10.5. Right to Cure Default.

If the Borrower shall fail to make any payment or to perform any act required by it under this Agreement, the Department without prior notice to or demand upon the Borrower and without waiving or releasing any obligation or default, may (but shall be under no obligation to) make such payment or perform such act. All amounts so paid by the Department and all costs, fees and expenses so incurred shall be payable by the Borrower as an additional obligation under this Agreement, together with interest thereon at the rate of interest of five percent (5%) per annum until paid. The Borrower’s obligation under this Section shall survive the repayment of the Bond.

Exhibit 10.55

ARTICLE XI
MISCELLANEOUS

Section 11.1. Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 11.2. Amendments.

The Department and the Borrower shall have the right to amend from time to time any of the terms and conditions of this Agreement, provided that all amendments shall be in writing and shall be signed by or on behalf of the Department and the Borrower.

Section 11.3. Limitation of Liability of Borrower’s Officers.

No present or future director, official, officer, employee or agent of the Borrower shall be liable personally in respect of this Agreement or for any other action taken by such individual pursuant to or in connection with the financing provided for in this Agreement.

Section 11.4. Applicable Law.

This Agreement shall be governed by the applicable laws of The State of

Delaware.

Section 11.5. Severability.

If any clause, provision, or section of this Agreement shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or Section shall not affect the remainder of this Agreement which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in this Agreement. If any agreement or obligation contained in this Agreement is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Department and the Borrower, as the case may be, only to the extent permitted by law.

Section 11.6. Notice.

Unless otherwise provided for herein, all demands, notices, approvals, consents, requests, opinions and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered in person or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

Exhibit 10.55

	Department:	Delaware Department of Health and Social Services
		Division of Public Health
		Office of Drinking Water Jesse Cooper Building
		417 Federal Street – Room 226
		Dover, DE 19901
		Attention: DWSRF Program Director

	With a copy to:

		Delaware Department of Natural Resources
		& Environmental Control, on behalf of the Delaware
		Department of Health and Social Services
		Office Of The Secretary, Environmental
		Finance 97 Commerce Way, Suite 106
		Dover, DE 19904
		Attention: Laura Robbins, Chief of Administration

	and

	Borrower:	Tidewater Utilities, Inc.
		1100 South Little Creek Road
		Dover, DE 19901
		Attention: Mr. Robert J. Capko, Treasurer

	With a copy to:

		Middlesex Water Company
		485C Route One South, Suite 400
		Iselin, NJ 08830
		Attn: Jay L. Kooper, Vice President, General Counsel & Secretary

The Department, and the Borrower may designate, by notice given hereunder, any further or different addresses to which subsequent demands, notices, approvals, consents, requests, opinion or other communications shall be sent or persons to whose attention the same shall be directed.

Section 11.7. Headings.

The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement.

Section 11.8. Terms of Agreement.

This Agreement shall be effective upon its execution and delivery by the Borrower and the Department. Except as otherwise specified, the Borrower’s obligations under

Exhibit 10.55

this Agreement shall expire upon payment in full of the Bond and all other amounts payable by the Borrower under this Agreement.

Section 11.9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

Exhibit 10.55

WITNESS the following signatures, all duly authorized.

FOR THE DELAWARE DRINKING WATER STATE REVOL YING FUND, ACTING BY AND THROUGH THE DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES, DIVISION OF PUBLIC HEALTH

By:./s/ Laura Robbins
Laura Robbins

DNREC, Chief of Administration

Delaware Department of Natural Resources and
Environmental Control, on behalf of the
Delaware Department of Health and Social Services

TIDEWATER UTILITIES, INC.

By:/s/ Robert J. Capko

Name: Robert J. Capko

Title: Treasurer

(SEAL)

Attest:

By: /s/ Jay L. Kooper

Jay L. Kooper

Secretary

[SIGNATURE PAGE TO FINANCING AGREEMENT -SERIES 2024A-DWSRF - DELDOT RT 1 MINOS CONAWAY MAIN REPLACEMENTS]

Exhibit 10.55

EXHIBIT A

Project Description

The Delaware Department of Transportation (DelDOT) is currently in the process of upgrading portions of Rt. 1 and adjacent roadways in the vicinity of and south of Minos Conaway Road. The Borrower has significant existing infrastructure throughout the proposed DelDOT project. As a part of the Project, all existing mains within the DelDOT project area will be relocated and upgraded as appropriate.

The relocation of the existing mains in the DelDOT project area is required in order for the DelDOT project to proceed. The main replacements proposed as part of the Project will serve the needs of the current service area throughout the interconnected Tidewater, Rehoboth, Angola, and Meadow’s water systems.

The DeIDOT project has identified many areas where the existing water main will be under the proposed travel lane. Main breaks and subsequent repair work pose safety concerns. The new main will be installed outside of the travel lanes.

Exhibit 10.55

EXHIBIT B

Project Budget

Project Budget:	Total Cost
Engineering	$	25,000.00
Construction	$	897,000.00
Contingency	$	89,700.00
Total Budget	$	1,011,700.00
Source of Funds:
DWSRF Loan	$	1,011,700.00

Exhibit 10.55

EXHIBIT C

Form of Requisition


PROJECT NAME:_______________________		FUNDING RECIPIENT: ________________
		E. I. # _______________________

UNITED STATES	AND/ STATE OF DELAWARE	REQUISITION NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

USDA LOAN NO. ____________________		STATE LOAN NO. ___________________
USDA GRANT NO. ___________________	SEPARATELY OR	STATE GRANT NO. __________________
	JOINTLY FUNDED PROJECT

ACCOUNT SUMMARY AND REQUEST FOR LOAN/GRANT DISBURSEMENT

DISBURSEMENT ITEMS	AMOUNT BUDGETED	PREVIOUS DISBURSEMENTS	THIS PERIOD	TOTAL TO DATE	REMAINING FUNDS
CONSTRUCTION
CONTRACT NAME OR #
CONTRACT NAME OR #
CONTRACT NAME OR #
LAND AND R.O.W.
LEGAL AND ADMIN
ENGINEERING FEES
INTEREST
CONTINGENCIES
INITIAL O & M
OTHER (describe)
DISBURSEMENT TOTALS
SOURCES OF FUNDING
USDA LOAN
USDA GRANT
STATE LOAN
STATE GRANT
OTHER (describe)
OTHER (describe)
OTHER (describe)
SOURCE TOTALS (must equal disbursement totals above)

See Notes on Page 2 (other side)

Exhibit 10.55

Page 2

LOAN/GRANT DISBURSEMENT FORM

Requisition No.__________


PREPARED BY (BORROWER/GRANTEE) DATE		APPROVED BY (DHSS/ODW) DATE


APPROVED BY (ARCHITECT/ENGINEER) DATE		APPROVED BY (USDA/RD) DATE

Borrower/Grantee’s Certification The undersigned certifies that (1) the amounts requested by this requisition will be applied solely and exclusively to the payment, or the reimbursement of the recipient for the payment, of Project Costs, and (2) any materials, supplies or equipment covered by this requisition are not subject to any lien or security interest or such lien or security interest will be released upon payment of this requisition.	Consulting Engineer’s Certification The undersigned Consulting Engineer for the Recipient hereby Certifies that insofar as the amounts covered by this Requisition include payment for labor or to contractors, builders or materialmen, such work was actually performed or such materials, supplies or equipment were actually furnished to or installed in the Project.
Recipient’s Authorized Representative Name, Title (PRINTED)	Title and Company Name (PRINTED)
Recipient’s Authorized Representative Signature Date	Consulting Engineer’s Name (PRINTED)
	Authorized Consulting Engineer Signature Date

NOTES:

1. Include copies of all invoices or other acceptable documentation to support above request. Provide one (1) set for each funding agency.

2. On jointly funded projects, disbursements will not be processed until this document is approved by authorized representatives of both the U. S. Department of Agriculture and the State of Delaware, Department of Health and Social Services.

Forms-Jointly Funded-Disbursement.doc This form provides all information required by USDA Form RD 440-11

Exhibit 10.55

EXHIBIT D

Schedule of Disbursements

Date	Amount ($)
June-24		25,000
April-26		986,700
Total:	$	1,011,700

Exhibit 10.55

EXHIBIT E

Form of Change Order

UNITED STATES	AND/ STATE OF DELAWARE	ORDER NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

STATE: ____________________
COUNTY:___________________

SEPARATELY OR JOINTLY FUNDED PROJECT

CONTRACT CHANGE ORDER

CONTRACT FOR: ____________________

OWNER:

To:
	(Contractor)

You are hereby requested to comply with the following changes from the contract plans and specifications:

Description of Changes (Supplemental Plans and Specifications Attached)	DECREASE in Contract Price	INCREASE In Contract Price
	$	$
TOTALS	$	$
NET CHANGE IN CONTRACT PRICE	$	$

JUSTIFICATION: Explain (Differing Site Conditions) (Errors or Omissions in Drawings or Specifications) (Changes in Regulatory Requirements) (Design Changes) (Over run or Under run in Quantities) (Factors Affecting Time of Completion) (Other: Describe below)




The original amount of the Contract:

		Dollars ($_________________)

The amount of the Contract as adjusted by all previously approved Change Orders:

		Dollars ($_________________)

The amount of the Contract will be (Decreased) (Increased) through this Change Order by the sum of:

		Dollars ($_________________)

The Contract Total including this and all previous Change Orders will be:

		Dollars ($_________________)

The Contract Period provided for completion will be (Increased) (Decreased) (Unchanged) by:		______________Calendar Days

Exhibit 10.55

Page 2

CONTRACT CHANGE ORDER FORM

CHANGE ORDER NO. _________

This document will become a supplement to the contract and all provisions will apply hereto.

Requested:
	(Owner)	(Date)

Recommended:
	(Owner’s Architect/Engineer)	(Date)

Accepted:
	(Contractor)	(Date)

Approved by State of Delaware:
		(Date)

Approved by U. S. Department of Agriculture:
		(Date)

After all five (5) copies of the Change Order have been signed and dated by authorized representatives of all the applicable parties in the spaces provided above, transmit one (1) copy to each party as listed below.

( ) U. S. Department of Agriculture’s Copy

( ) State of Delaware’s Copy

( ) Contractor’s Copy

( ) Borrower/Grantee’s Copy ( ) Architect/Engineer’s Copy

Forms- Jointly Funded-Change Order.doc This form provides all information required by USDA Form RD 1924 (Rev. 2-97)

Exhibit 10.55

EXHIBIT "F"

CERTIFICATE OF THE BORROWER AND PROJECTED DRAWDOWN SCHEDULE OF THE PROJECT

The undersigned, as representatives of Tidewater Utilities, Inc. (the "Borrower") in connection with the issuance of its $1,011,700 General Obligation Bond (DelDOT - RT 1 - Minos Conaway Main Replacements Project), Series 2024A-DWSRF, have reviewed the estimated drawdown schedule prepared by the Borrower, attached hereto as Exhibit D and made a part hereof.

We hereby certify as of May 17, 2024 that the estimated drawdown schedule attached hereto as Exhibit D and statements made under Section 2.1(m) "Representations by Borrower" in the foregoing Financing Agreement between the Borrower and the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health, are to the best of our knowledge true and correct as of the date hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.55

	TIDEWATER UTILITIES, INC.

	By:	/s/ Robert J. Capko
		Robert J. Capko
		Treasurer

Attest:

By:	/s/ Jay L. Kooper
	Jay L. Kooper
	Secretary

[SIGNATURE PAGE TO EXHIBIT F- CERTIFICATE AS TOPROJECTEDDRAWDOWN SCHEDULE SERIES 2024A-DWSRF - DELDOT RT 1 MINOS CONAWAY MAIN REPLACEMENTS}

Exhibit 10.56

TIDEWATER UTILITIES, INC.

$1,164,400 GENERAL OBLIGATION BOND
(KENDALE ROAD INTERCONNECTION PROJECT)
SERIES 2024D-DWSRF

FINANCING AGREEMENT

BETWEEN

TIDEWATER UTILITIES, INC.

AND

DELAWARE DRINKING WATER STATE REVOLVING FUND,

ACTING BY AND THROUGH THE

DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES,

DIVISION OF PUBLIC HEALTH

Loan No. 22000041

Exhibit 10.56

TABLE OF CONTENTS

	PAGE
ARTICLE I DEFINITIONS	1
Section 1.1. Definitions	1
Section 1.2. Rules of Construction	3
ARTICLE II REPRESENTATIONS	3
Section 2.1. Representations by Borrower	3
ARTICLE III ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT	4
Section 3.1. Advance of Loan Proceeds	4
Section 3.2. Application of Loan Proceeds	5
Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay	8
Section 3.4. Agreement to Accomplish Project	8
Section 3.5. Permits	9
Section 3.6. Construction Contractors	9
Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act (IIJA)	10
Section 3.8. Engineering Services	11
Section 3.9. Borrower Required to Complete Project	11
Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan	12
ARTICLE IV ADDITIONAL FEDERAL REQUIREMENTS	12
Section 4.1. Federal Requirements	12
Section 4.2. Americans with Disabilities Act	13
Section 4.3. Nondiscrimination; Sexual Harassment	13
ARTICLE V REPAYMENT OF LOAN; GENERAL OBLIGATION	14
Section 5.1. Repayment of Loan	14
Section 5.2. General Obligation	14
SECTION 5.3. [RESERVED]	14
ARTICLE VI PREPAYMENTS	14
Section 6.1. Prepayments of Loan	14
ARTICLE VII OPERATION AND USE OF SYSTEM	14
Section 7.1. Inspection of System and Borrower’s Books and Records	14
Section 7.2. Performance Certification	15
Section 7.3. Operation, Maintenance and Use of System	15
ARTICLE VIII INSURANCE, DAMAGE AND DESTRUCTION	15
Section 8.1. Insurance	15
ARTICLE IX SPECIAL COVENANTS	15
Section 9.1. Maintenance of Existence	15
Section 9.2. Financial Records and Statements	15
Section 9.3. Certificate as to No Default	16
Section 9.4. Further Assurances	16
Section 9.5. Other Indebtedness	16
Section 9.6. Assignment by Borrower	16
ARTICLE X DEFAULTS AND REMEDIES	17
Section 10.1. Events of Default	17

Exhibit 10.56

Section 10.2. Notice of Default	18
Section 10.3. Remedies on Default	18
Section 10.4. Delay and Waiver	18
Section 10.5. Right to Cure Default	18
ARTICLE XI MISCELLANEOUS	19
Section 11.1. Successors and Assigns	19
Section 11.2. Amendments	19
Section 11.3. Limitation of Liability of Borrower’s Officers	19
Section 11.4. Applicable Law	19
Section 11.5. Severability	19
Section 11.6. Notice	19
Section 11.7. Headings	20
Section 11.8. Terms of Agreement	20
Section 11.9. Counterparts	21

EXHIBIT A	PROJECT DESCRIPTION
EXHIBIT B	PROJECT BUDGET
EXHIBIT C	FORM OF REQUISITION
EXHIBIT D	SCHEDULE OF DISBURSEMENTS
EXHIBIT E	FORM OF CHANGE ORDER
EXHIBIT F	PROJECTED DRAWDOWN CERTIFICATE

Exhibit 10.56

FINANCING AGREEMENT

The Borrower requested a loan (the “Loan”) from the Fund and will evidence its obligation to repay the Loan by the signing of this Agreement and by the delivery of its General Obligation Bond (Kendale Road Interconnection Project), Series 2024D-DWSRF (the “Bond”). The Borrower will use the Loan Proceeds from the Fund to: (i) finance the extension of a 16'' main along Kendale Road to connect the existing 16" mains located on Beaver Dam Road and Robinsonville Road, as more fully described in Exhibit A and (ii) if desired, pay certain administrative costs and costs of issuing the Bond (collectively, the “Project”).

ARTICLE I
DEFINITIONS

Section 1.1. Definitions.

“Agreement” means this Financing Agreement between the Department and the Borrower, together with any amendments or supplements hereto.

Exhibit 10.56

“Closing Date” means the date this Agreement is executed and delivered by the Borrower and the Department.

“Commitment Letter” shall mean the commitment letter from the Department to the Borrower dated February 6, 2024 and all extensions and amendments thereto.

“Department” means the Department of Health and Social Services, Division of

Public Health.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Fiscal Year” means the period of twelve months established by the Borrower as its annual accounting period.

“Loan” means the loan from the Department to the Borrower pursuant to this

Agreement.

“Loan Proceeds” means the funds applied to make the loan to the Borrower pursuant to this Agreement.

“Penalty” shall have the meaning set forth in Section 3.3.

“Project Budget” means the budget for the financing of the Project, a copy of which is attached to this Agreement as Exhibit B.

“System” means all plants, systems, facilities, equipment or property, of which the Project constitutes the whole or a part, owned, operated or maintained by the Borrower and

Exhibit 10.56

used in connection with the drinking water services for the systems which comprise the Project, all as described in Exhibit A.

Section 1.2. Rules of Construction.

The following rules shall apply to the construction of this Agreement unless the context requires otherwise:

(a) Singular words shall connote the plural number as well as the singular and vice versa.

(b) All references in this Agreement to particular Sections or Exhibits are references to Sections or Exhibits of this Agreement unless otherwise indicated.

ARTICLE II
REPRESENTATIONS

Section 2.1. Representations by Borrower.

The Borrower makes the following representations as the basis for its undertakings under this Agreement:

(a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.

(e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal,

Exhibit 10.56

(f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project.

(h) No Event of Default has occurred and is continuing.

(j) The Project will be a part of the System.

(k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs.

(l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget.

(m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of June 30, 2025. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

ARTICLE III

ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT

Section 3.1. Advance of Loan Proceeds.

The Department agrees to advance to the Borrower pursuant to this Agreement up to One Million One Hundred Sixty-Four Thousand Four Hundred Dollars ($1,164,400) to pay Project Costs in accordance with the Project Budget.

Exhibit 10.56

Section 3.2. Application of Loan Proceeds.

(d) The Department shall have no obligation to disburse Loan Proceeds in excess of the amount necessary to pay for approved Project Costs.

Exhibit 10.56

(g) The Borrower shall comply with the Delaware Department of Labor Prevailing Wage Rate Regulations.

Exhibit 10.56

otherwise advised the Borrower in writing that the Build America, Buy America Requirements are not applicable to the Project.

Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay.

Section 3.4. Agreement to Accomplish Project.

Exhibit 10.56

operation have been issued or obtained, and (iv) the amount, if any, to be reserved for payment of Project Costs.

Section 3.5. Permits.

Section 3.6. Construction Contractors.

(b) All construction contracts and contractors’ estimate forms will be prepared so that materials and equipment may be readily itemized and identified as to eligible and noneligible costs.

(d) The construction of the Project facilities will conform to applicable federal, state and local laws, ordinances and regulations.

Exhibit 10.56

Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act

(IIJA).

(a) Building A Better America Emblem. The Borrower will ensure that a sign is placed at construction sites supported under the Loan displaying the official Building A Better America emblem and must identify the project as a “project funded by President Biden’s Bipartisan Infrastructure Law.” Construction is defined at 40 CFR 33.103 as “erection, alteration, or repair (including dredging, excavating, and painting) of buildings, structures, or other improvements to real property, and activities in response to a release or a threat of a release of a hazardous substance into the environment, or activities to prevent the introduction of a hazardous substance into a water supply.” The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period.

Exhibit 10.56

Section 3.8. Engineering Services.

Section 3.9. Borrower Required to Complete Project.

Subject to the provisions of Section 9.5 hereof, if the Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own

Exhibit 10.56

expense and shall not be entitled to any reimbursement therefor from the Department or the Fund or to any abatement, diminution or postponement of the Borrower’s repayments under this Agreement.

Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan.

ARTICLE IV

ADDITIONAL FEDERAL REQUIREMENTS

Section 4.1. Federal Requirements.

(a) As a recipient of Fund assistance, the Borrower shall comply Federal State Revolving Loan Requirements Section 1452 of the Federal Safe Drinking Water Act, 42 U.S.C.

§300j-12 et seq., as amended.

Exhibit 10.56

Section 4.2. Americans with Disabilities Act.

Section 4.3. Nondiscrimination; Sexual Harassment.

The Borrower shall comply, or cause its contractor or subcontractor, or other agents or representatives to comply, with the following requirements:

(d) No contractor who is qualified to perform the work relating to this Agreement shall discriminate against any other contractor by reason of gender, race, creed, or color.

(f) This Nondiscrimination/Sexual Harassment Clause shall be included in any contract awarded for the Project so that such provisions will be binding upon any contractors engaged for the Project.

Exhibit 10.56

with debarment or suspension and may place the party not in compliance in the Contractor Responsibility File, a repository of information on contractors.

ARTICLE V

REPAYMENT OF LOAN; GENERAL OBLIGATION

Section 5.1. Repayment of Loan.

The Borrower shall repay the Loan pursuant to the terms of the Bond issued to the

Department.

Section 5.2. General Obligation.

The Borrower’s repayment obligation constitutes a general obligation of the Borrower, secured by a pledge of its full faith, revenue and credit.

Section 5.3. [RESERVED]

ARTICLE VI
PREPAYMENTS

Section 6.1. Prepayments of Loan.

ARTICLE VII
OPERATION AND USE OF SYSTEM

Section 7.1. Inspection of System and Borrower’s Books and Records.

Exhibit 10.56

results in a repayment of Loan Proceeds in advance of the maturity of the Bond and/or other remedial actions.

Section 7.2. Performance Certification.

The Borrower will notify the Department when the Project is completed and operation commenced on or before the date set out in Section 2.1(m).

Section 7.3. Operation, Maintenance and Use of System.

ARTICLE VIII

INSURANCE, DAMAGE AND DESTRUCTION

Section 8.1. Insurance.

ARTICLE IX
SPECIAL COVENANTS

Section 9.1. Maintenance of Existence.

Section 9.2. Financial Records and Statements.

Exhibit 10.56

Section 9.3. Certificate as to No Default.

Section 9.4. Further Assurances.

Section 9.5. Other Indebtedness.

Section 9.6. Assignment by Borrower.

Exhibit 10.56

ARTICLE X
DEFAULTS AND REMEDIES

Section 10.1. Events of Default.

Each of the following events shall be an “Event of Default” hereunder:

(a) The failure to pay any payment of principal, interest and/or any administrative fee when due hereunder or under the Bond;

Exhibit 10.56

Section 10.2. Notice of Default.

Section 10.3. Remedies on Default.

(a) Discontinue advances of Loan Proceeds hereunder;

Section 10.4. Delay and Waiver.

Section 10.5. Right to Cure Default.

Exhibit 10.56

ARTICLE XI
MISCELLANEOUS

Section 11.1. Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 11.2. Amendments.

Section 11.3. Limitation of Liability of Borrower’s Officers.

Section 11.4. Applicable Law.

This Agreement shall be governed by the applicable laws of The State of

Delaware.

Section 11.5. Severability.

Section 11.6. Notice.

Exhibit 10.56

	Department:	Delaware Department of Health and Social Services
		Division of Public Health
		Office of Drinking Water Jesse Cooper Building
		417 Federal Street – Room 226
		Dover, DE 19901
		Attention: DWSRF Program Director

	With a copy to:

		Delaware Department of Natural Resources
		& Environmental Control, on behalf of the Delaware
		Department of Health and Social Services
		Office Of The Secretary, Environmental
		Finance 97 Commerce Way, Suite 106
		Dover, DE 19904
		Attention: Laura Robbins, Chief of Administration

	and

	Borrower:	Tidewater Utilities, Inc.
		1100 South Little Creek Road
		Dover, DE 19901
		Attention: Mr. Robert J. Capko, Treasurer

	With a copy to:

		Middlesex Water Company
		485C Route One South, Suite 400
		Iselin, NJ 08830
		Attn: Jay L. Kooper, Vice President, General Counsel & Secretary

Section 11.7. Headings.

The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement.

Section 11.8. Terms of Agreement.

This Agreement shall be effective upon its execution and delivery by the Borrower and the Department. Except as otherwise specified, the Borrower’s obligations under

Exhibit 10.56

this Agreement shall expire upon payment in full of the Bond and all other amounts payable by the Borrower under this Agreement.

Section 11.9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

Exhibit 10.56

WITNESS the following signatures, all duly authorized.

FOR THE DELAWARE DRINKING WATER STATE REVOLYING FUND, ACTING BY AND THROUGH THE DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES, DIVISION OF PUBLIC HEALTH

By:./s/ Laura Robbins
Laura Robbins

DNREC, Chief of Administration

Delaware Department of Natural Resources and
Environmental Control, on behalf of the
Delaware Department of Health and Social Services

TIDEWATER UTILITIES, INC.

By:/s/ Robert J. Capko

Name: Robert J. Capko

Title: Treasurer

(SEAL)

Attest:

By: /s/ Jay L. Kooper

Jay L. Kooper

Secretary

[SIGNATURE PAGE TO FINANCING AGREEMENT-SERIES 2024D-DWSRF-KENDALE ROAD INTERCONNECTION]

Exhibit 10.56

EXHIBIT A

Project Description

The Borrower’s Rehoboth water system is located along the Rt. 1 corridor from the area of Cave Neck Road southeast to Rehoboth Bay and southwest to Love Creek and beyond. The northwestern portion of the system is highly dependent on a single 12" water main running along Rt. 1. This single main is the sole interconnection between the northeastern portions of the system, including a major water supply facility at Paynter's Mill, and the remainder of the Rehoboth service area. A current interconnection project (Dairy Farm Road) extended a 12" water main parallel to Rt. 1 to connect to an existing 16" main located at Beaver Dam Road. The Borrower has determined that it would be beneficial to continue to further extend a 16" main +/-3,950 LF along Kendale Road to connect the existing 16" mains located on Beaver Dam Road and Robinsonville Road.

The proposed new 16" interconnection will provide resiliency and redundancy for the existing main along Rt. 1 and reduce head losses associated with the supply of water throughout the consolidated Rehoboth water supply district. The interconnect is the completion of a large diameter distribution main along the western end of the Rehoboth District's service area to further solidify a regional distribution approach.

The proposed Kendale Road interconnection within the Rehoboth water system will connect existing 16" main(s) located on Beaver Dam Road and Robinsonville Road and will provide redundancy to the single existing main interconnecting this area along Rt. 1. This redundancy will reduce the system's vulnerability and increase resilience in the event of a disruption of the mains along Rt. 1. The proposed interconnection will also reduce head losses, and energy required, to transmit supply from the Tidewater Paynter's Mill and Oak Crest facilities to the remainder of the district.

Exhibit 10.56

EXHIBIT B

Project Budget

Project Budget:	Total Cost
Engineering	$	16,000.00
Construction	$	1,044,000.00
Contingency	$	104,400.00
Total Budget	$	1,164,400.00
Source of Funds:
DWSRF Loan	$	1,164,400.00

Exhibit 10.56

EXHIBIT C

Form of Requisition


PROJECT NAME:_______________________		FUNDING RECIPIENT: ________________
		E. I. # _______________________

UNITED STATES	AND/ STATE OF DELAWARE	REQUISITION NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

USDA LOAN NO. ____________________		STATE LOAN NO. ___________________
USDA GRANT NO. ___________________	SEPARATELY OR	STATE GRANT NO. __________________
	JOINTLY FUNDED PROJECT

ACCOUNT SUMMARY AND REQUEST FOR LOAN/GRANT DISBURSEMENT

DISBURSEMENT ITEMS	AMOUNT BUDGETED	PREVIOUS DISBURSEMENTS	THIS PERIOD	TOTAL TO DATE	REMAINING FUNDS
CONSTRUCTION
CONTRACT NAME OR #
CONTRACT NAME OR #
CONTRACT NAME OR #
LAND AND R.O.W.
LEGAL AND ADMIN
ENGINEERING FEES
INTEREST
CONTINGENCIES
INITIAL O & M
OTHER (describe)
DISBURSEMENT TOTALS
SOURCES OF FUNDING
USDA LOAN
USDA GRANT
STATE LOAN
STATE GRANT
OTHER (describe)
OTHER (describe)
OTHER (describe)
SOURCE TOTALS (must equal disbursement totals above)

See Notes on Page 2 (other side)

Exhibit 10.56

Page 2

LOAN/GRANT DISBURSEMENT FORM

Requisition No.


PREPARED BY (BORROWER/GRANTEE) DATE		APPROVED BY (DHSS/ODW) DATE


APPROVED BY (ARCHITECT/ENGINEER) DATE		APPROVED BY (USDA/RD) DATE

Borrower/Grantee’s Certification The undersigned certifies that (1) the amounts requested by this requisition will be applied solely and exclusively to the payment, or the reimbursement of the recipient for the payment, of Project Costs, and (2) any materials, supplies or equipment covered by this requisition are not subject to any lien or security interest or such lien or security interest will be released upon payment of this requisition.	Consulting Engineer’s Certification The undersigned Consulting Engineer for the Recipient hereby Certifies that insofar as the amounts covered by this Requisition include payment for labor or to contractors, builders or materialmen, such work was actually performed or such materials, supplies or equipment were actually furnished to or installed in the Project.
Recipient’s Authorized Representative Name, Title (PRINTED)	Title and Company Name (PRINTED)
Recipient’s Authorized Representative Signature Date	Consulting Engineer’s Name (PRINTED)
	Authorized Consulting Engineer Signature Date

NOTES:

1. Include copies of all invoices or other acceptable documentation to support above request. Provide one (1) set for each funding agency.

Forms-Jointly Funded-Disbursement.doc This form provides all information required by USDA Form RD 440-11

Exhibit 10.56

EXHIBIT D

Schedule of Disbursements

Date	Amount ($)
June-24		20,000
March-25		260,000
September-25		400,000
May-25		400,000
June-25		84,000
Total:	$	1,164,000

Exhibit 10.56

EXHIBIT E

Form of Change Order

UNITED STATES	AND/ STATE OF DELAWARE	ORDER NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

STATE: ____________________
COUNTY:___________________

SEPARATELY OR JOINTLY FUNDED PROJECT

CONTRACT CHANGE ORDER

CONTRACT FOR: ____________________

OWNER:

To:
	(Contractor)

You are hereby requested to comply with the following changes from the contract plans and specifications:

Description of Changes (Supplemental Plans and Specifications Attached)	DECREASE in Contract Price	INCREASE In Contract Price
	$	$
TOTALS	$	$
NET CHANGE IN CONTRACT PRICE	$	$




The original amount of the Contract:

		Dollars ($_________________)

The amount of the Contract as adjusted by all previously approved Change Orders:

		Dollars ($_________________)

The amount of the Contract will be (Decreased) (Increased) through this Change Order by the sum of:

		Dollars ($_________________)

The Contract Total including this and all previous Change Orders will be:

		Dollars ($_________________)

The Contract Period provided for completion will be (Increased) (Decreased) (Unchanged) by:		______________Calendar Days

Exhibit 10.56

Page 2

CONTRACT CHANGE ORDER FORM
CHANGE ORDER NO.

This document will become a supplement to the contract and all provisions will apply hereto.

Requested:
	(Owner)	(Date)

Recommended:
	(Owner’s Architect/Engineer)	(Date)

Accepted:
	(Contractor)	(Date)

Approved by State of Delaware:
		(Date)

Approved by U. S. Department of Agriculture:
		(Date)

( ) U. S. Department of Agriculture’s Copy

( ) State of Delaware’s Copy

( ) Contractor’s Copy

( ) Borrower/Grantee’s Copy

( ) Architect/Engineer’s Copy

Forms- Jointly Funded-Change Order.doc This form provides all information required by USDA Form RD 1924 (Rev. 2-97)

Exhibit 10.56

EXHIBIT "F"

CERTIFICATE OF THE BORROWER AND PROJECTED DRAWDOWN SCHEDULE OF THE PROJECT

The undersigned, as representatives of Tidewater Utilities, Inc. (the "Borrower") in connection with the issuance of its $1,164,400 General Obligation Bond (Kendale Road Interconnection Project), Series 2024D-DWSRF, have reviewed the estimated drawdown schedule prepared by the Borrower, attached hereto as Exhibit D and made a part hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.56

	TIDEWATER UTILITIES, INC.

	By:	/s/ Robert J. Capko
		Robert J. Capko
		Treasurer

Attest:

By:	/s/ Jay L. Kooper
	Secretary

[SIGNATURE PAGE TO EXHIBIT F - CERTIFICATE AS TO PROJECTED DRAWDOWN SCHEDULE -

SERIES 2024D-DWSRF - KENDA LE ROAD INTERCONNECTION}

Exhibit 10.57

TIDEWATER UTILITIES, INC.

$2,610,000 GENERAL OBLIGATION BOND

(BETHANY BAY WATER TREATMENT FACILITY PROJECT)

SERIES 2024B-DWSRF

FINANCING AGREEMENT

BETWEEN

TIDEWATER UTILITIES, INC.

AND

DELAWARE DRINKING WATER STATE REVOLVING FUND,

ACTING BY AND THROUGH THE

DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES,

DIVISION OF PUBLIC HEALTH

Loan No. 22000038

Exhibit 10.57

TABLE OF CONTENTS

	PAGE
ARTICLE I DEFINITIONS	1
Section 1.1. Definitions	1
Section 1.2. Rules of Construction	3
ARTICLE II REPRESENTATIONS	3
Section 2.1. Representations by Borrower	3
ARTICLE III ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT	4
Section 3.1. Advance of Loan Proceeds	4
Section 3.2. Application of Loan Proceeds	5
Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay	8
Section 3.4. Agreement to Accomplish Project	8
Section 3.5. Permits	9
Section 3.6. Construction Contractors	9
Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act (IIJA)	10
Section 3.8. Engineering Services	11
Section 3.9. Borrower Required to Complete Project	11
Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan	12
ARTICLE IV ADDITIONAL FEDERAL REQUIREMENTS	12
Section 4.1. Federal Requirements	12
Section 4.2. Americans with Disabilities Act	13
Section 4.3. Nondiscrimination; Sexual Harassment	13
ARTICLE V REPAYMENT OF LOAN; GENERAL OBLIGATION	14
Section 5.1. Repayment of Loan	14
Section 5.2. General Obligation	14
SECTION 5.3. [RESERVED]	14
ARTICLE VI PREPAYMENTS	14
Section 6.1. Prepayments of Loan	14
ARTICLE VII OPERATION AND USE OF SYSTEM	14
Section 7.1. Inspection of System and Borrower’s Books and Records	14
Section 7.2. Performance Certification	15
Section 7.3. Operation, Maintenance and Use of System	15
ARTICLE VIII INSURANCE, DAMAGE AND DESTRUCTION	15
Section 8.1. Insurance	15
ARTICLE IX SPECIAL COVENANTS	15
Section 9.1. Maintenance of Existence	15
Section 9.2. Financial Records and Statements	15
Section 9.3. Certificate as to No Default	16
Section 9.4. Further Assurances	16
Section 9.5. Other Indebtedness	16
Section 9.6. Assignment by Borrower	16
ARTICLE X DEFAULTS AND REMEDIES	17
Section 10.1. Events of Default	17

Exhibit 10.57

Section 10.2. Notice of Default	18
Section 10.3. Remedies on Default	18
Section 10.4. Delay and Waiver	18
Section 10.5. Right to Cure Default	18
ARTICLE XI MISCELLANEOUS	19
Section 11.1. Successors and Assigns	19
Section 11.2. Amendments	19
Section 11.3. Limitation of Liability of Borrower’s Officers	19
Section 11.4. Applicable Law	19
Section 11.5. Severability	19
Section 11.6. Notice	19
Section 11.7. Headings	20
Section 11.8. Terms of Agreement	20
Section 11.9. Counterparts	21

EXHIBIT A	PROJECT DESCRIPTION
EXHIBIT B	PROJECT BUDGET
EXHIBIT C	FORM OF REQUISITION
EXHIBIT D	SCHEDULE OF DISBURSEMENTS
EXHIBIT E	FORM OF CHANGE ORDER
EXHIBIT F	PROJECTED DRAWDOWN CERTIFICATE

Exhibit 10.57

FINANCING AGREEMENT

The Borrower requested a loan (the “Loan”) from the Fund and will evidence its obligation to repay the Loan by the signing of this Agreement and by the delivery of its General Obligation Bond (Bethany Bay Water Treatment Facility Project), Series 2024B-DWSRF (the “Bond”). The Borrower will use the Loan Proceeds from the Fund to: (i) finance the construction of a new water treatment facility at Bethany Bay with the capability to provide treatment for iron and manganese, nitrates and PFAS as necessary for the four (4) supply wells, as more fully described in Exhibit A and (ii) if desired, pay certain administrative costs and costs of issuing the Bond (collectively, the “Project”).

ARTICLE I
DEFINITIONS

Section 1.1. Definitions.

“Agreement” means this Financing Agreement between the Department and the Borrower, together with any amendments or supplements hereto.

Exhibit 10.57

“Closing Date” means the date this Agreement is executed and delivered by the Borrower and the Department.

“Commitment Letter” shall mean the commitment letter from the Department to the Borrower dated February 6, 2024 and all extensions and amendments thereto.

“Department” means the Department of Health and Social Services, Division of

Public Health.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Fiscal Year” means the period of twelve months established by the Borrower as its annual accounting period.

“Loan” means the loan from the Department to the Borrower pursuant to this Agreement.

“Loan Proceeds” means the funds applied to make the loan to the Borrower pursuant to this Agreement.

“Penalty” shall have the meaning set forth in Section 3.3.

“Project Budget” means the budget for the financing of the Project, a copy of which is attached to this Agreement as Exhibit B.

Exhibit 10.57

“System” means all plants, systems, facilities, equipment or property, of which the Project constitutes the whole or a part, owned, operated or maintained by the Borrower and used in connection with the drinking water services for the systems which comprise the Project, all as described in Exhibit A.

Section 1.2. Rules of Construction.

The following rules shall apply to the construction of this Agreement unless the context requires otherwise:

(a) Singular words shall connote the plural number as well as the singular and vice versa.

(b) All references in this Agreement to particular Sections or Exhibits are references to Sections or Exhibits of this Agreement unless otherwise indicated.

ARTICLE II
REPRESENTATIONS

Section 2.1. Representations by Borrower.

The Borrower makes the following representations as the basis for its undertakings under this Agreement:

(a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.

(c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for

(i) the execution by the Borrower of this Agreement, (ii) the performance and enforcement of the obligations of the Borrower thereunder, (iii) the acquisition, construction, equipping, occupation, operation and use of the Project, and (iv) the operation and use of the System. The Borrower knows of no reason why any other necessary permits or approvals cannot be obtained as required.

Exhibit 10.57

(e) There are not pending nor, to the best of the knowledge of the undersigned officer of the Borrower, threatened, any actions, suits, proceedings or investigations of a legal, equitable, regulatory, administrative or legislative nature, in which a judgment, order or resolution may have a material adverse effect on the Borrower, or its business, assets, condition (financial or otherwise), operations or prospects or in its ability to perform its obligations under this Agreement.

(f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project.

(h) No Event of Default has occurred and is continuing.

(j) The Project will be a part of the System.

(k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs.

(l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget.

(m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of May 31, 2025. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

ARTICLE III

ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT

Section 3.1. Advance of Loan Proceeds.

The Department agrees to advance to the Borrower pursuant to this Agreement up to Two Million Six Hundred Ten Thousand Dollars ($2,610,000) to pay Project Costs in accordance with the Project Budget.

Exhibit 10.57

Section 3.2. Application of Loan Proceeds.

(d) The Department shall have no obligation to disburse Loan Proceeds in excess of the amount necessary to pay for approved Project Costs.

Exhibit 10.57

(g) The Borrower shall comply with the Delaware Department of Labor Prevailing Wage Rate Regulations.

Exhibit 10.57

otherwise advised the Borrower in writing that the Build America, Buy America Requirements are not applicable to the Project.

Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay.

Section 3.4. Agreement to Accomplish Project.

Exhibit 10.57

operation have been issued or obtained, and (iv) the amount, if any, to be reserved for payment of Project Costs.

Section 3.5. Permits.

Section 3.6. Construction Contractors.

(b) All construction contracts and contractors’ estimate forms will be prepared so that materials and equipment may be readily itemized and identified as to eligible and noneligible costs.

(d) The construction of the Project facilities will conform to applicable federal, state and local laws, ordinances and regulations.

Exhibit 10.57

Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act

(IIJA).

(a) Building A Better America Emblem. The Borrower will ensure that a sign is placed at construction sites supported under the Loan displaying the official Building A Better America emblem and must identify the project as a “project funded by President Biden’s Bipartisan Infrastructure Law.” Construction is defined at 40 CFR 33.103 as “erection, alteration, or repair (including dredging, excavating, and painting) of buildings, structures, or other improvements to real property, and activities in response to a release or a threat of a release of a hazardous substance into the environment, or activities to prevent the introduction of a hazardous substance into a water supply.” The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period.

Exhibit 10.57

Section 3.8. Engineering Services.

Section 3.9. Borrower Required to Complete Project.

Subject to the provisions of Section 9.5 hereof, if the Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own

Exhibit 10.57

expense and shall not be entitled to any reimbursement therefor from the Department or the Fund or to any abatement, diminution or postponement of the Borrower’s repayments under this Agreement.

Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan.

ARTICLE IV

ADDITIONAL FEDERAL REQUIREMENTS

Section 4.1. Federal Requirements.

(a) As a recipient of Fund assistance, the Borrower shall comply Federal State Revolving Loan Requirements Section 1452 of the Federal Safe Drinking Water Act, 42 U.S.C.

§300j-12 et seq., as amended.

Exhibit 10.57

Section 4.2. Americans with Disabilities Act.

Section 4.3. Nondiscrimination; Sexual Harassment.

The Borrower shall comply, or cause its contractor or subcontractor, or other agents or representatives to comply, with the following requirements:

(d) No contractor who is qualified to perform the work relating to this Agreement shall discriminate against any other contractor by reason of gender, race, creed, or color.

(f) This Nondiscrimination/Sexual Harassment Clause shall be included in any contract awarded for the Project so that such provisions will be binding upon any contractors engaged for the Project.

Exhibit 10.57

with debarment or suspension and may place the party not in compliance in the Contractor Responsibility File, a repository of information on contractors.

ARTICLE V

REPAYMENT OF LOAN; GENERAL OBLIGATION

Section 5.1. Repayment of Loan.

The Borrower shall repay the Loan pursuant to the terms of the Bond issued to the

Department.

Section 5.2. General Obligation.

The Borrower’s repayment obligation constitutes a general obligation of the Borrower, secured by a pledge of its full faith, revenue and credit.

Section 5.3. [RESERVED]

ARTICLE VI
PREPAYMENTS

Section 6.1. Prepayments of Loan.

ARTICLE VII
OPERATION AND USE OF SYSTEM

Section 7.1. Inspection of System and Borrower’s Books and Records.

Exhibit 10.57

results in a repayment of Loan Proceeds in advance of the maturity of the Bond and/or other remedial actions.

Section 7.2. Performance Certification.

The Borrower will notify the Department when the Project is completed and operation commenced on or before the date set out in Section 2.1(m).

Section 7.3. Operation, Maintenance and Use of System.

ARTICLE VIII

INSURANCE, DAMAGE AND DESTRUCTION

Section 8.1. Insurance.

ARTICLE IX
SPECIAL COVENANTS

Section 9.1. Maintenance of Existence.

Section 9.2. Financial Records and Statements.

Exhibit 10.57

Section 9.3. Certificate as to No Default.

Section 9.4. Further Assurances.

Section 9.5. Other Indebtedness.

Section 9.6. Assignment by Borrower.

Exhibit 10.57

ARTICLE X
DEFAULTS AND REMEDIES

Section 10.1. Events of Default.

Each of the following events shall be an “Event of Default” hereunder:

(a) The failure to pay any payment of principal, interest and/or any administrative fee when due hereunder or under the Bond;

Exhibit 10.57

Section 10.2. Notice of Default.

Section 10.3. Remedies on Default.

(a) Discontinue advances of Loan Proceeds hereunder;

Section 10.4. Delay and Waiver.

Section 10.5. Right to Cure Default.

Exhibit 10.57

ARTICLE XI
MISCELLANEOUS

Section 11.1. Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 11.2. Amendments.

Section 11.3. Limitation of Liability of Borrower’s Officers.

Section 11.4. Applicable Law.

This Agreement shall be governed by the applicable laws of The State of

Delaware.

Section 11.5. Severability.

Section 11.6. Notice.

Exhibit 10.57

	Department:	Delaware Department of Health and Social Services
		Division of Public Health
		Office of Drinking Water Jesse Cooper Building
		417 Federal Street – Room 226
		Dover, DE 19901
		Attention: DWSRF Program Director

	With a copy to:

		Delaware Department of Natural Resources
		& Environmental Control, on behalf of the Delaware
		Department of Health and Social Services
		Office Of The Secretary, Environmental
		Finance 97 Commerce Way, Suite 106
		Dover, DE 19904
		Attention: Laura Robbins, Chief of Administration

	and

	Borrower:	Tidewater Utilities, Inc.
		1100 South Little Creek Road
		Dover, DE 19901
		Attention: Mr. Robert J. Capko, Treasurer

	With a copy to:

		Middlesex Water Company
		485C Route One South, Suite 400
		Iselin, NJ 08830
		Attn: Jay L. Kooper, Vice President, General Counsel & Secretary

Section 11.7. Headings.

The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement.

Section 11.8. Terms of Agreement.

This Agreement shall be effective upon its execution and delivery by the Borrower and the Department. Except as otherwise specified, the Borrower’s obligations under

Exhibit 10.57

this Agreement shall expire upon payment in full of the Bond and all other amounts payable by the Borrower under this Agreement.

Section 11.9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

Exhibit 10.57

WITNESS the following signatures, all duly authorized.

FOR THE DELAWARE DRINKING WATER STATE REVOLVING FUND, ACTING BY AND THROUGH THE DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES, DIVISION OF PUBLIC HEALTH

By:./s/ Laura Robbins
Laura Robbins

DNREC, Chief of Administration

Delaware Department of Natural Resources and
Environmental Control, on behalf of the
Delaware Department of Health and Social Services

TIDEWATER UTILITIES, INC.

By:/s/ Robert J. Capko

Name: Robert J. Capko

Title: Treasurer

(SEAL)

Attest:

By: /s/ Jay L. Kooper

Jay L. Kooper

Secretary

[SIGNATURE PAGE TO FINANCING AGREEMENT-SERIES 2024B-DWSRF-BETHANY BAY WATER TREA.TMENT FACILITY}

Exhibit 10.57

EXHIBIT A

Project Description

The Borrower serves the Town of Ocean View with a number of groundwater facilities, including a facility located at the Bethany Bay community. The existing Bethany Bay facility includes two (2) wells. Water from the existing wells met applicable water quality standards. The existing treatment facility provides only chemical addition. The Borrower has constructed two (2) additional wells as part of a plan to expand the capacity of the Bethany Bay facility. Concurrent with the construction of the new wells, Delaware proposed MCLs for PFAS (PFOS & PFOA). In anticipation of the new limits, The Borrower conducted sampling of all wells. One of the existing wells at Bethany Bay was found to exceed the proposed MCL. PFAS was also detected in one of the new wells, but at less than the proposed Delaware limits. In addition to the PFAS concerns, one of the existing wells has observed nitrates at just over ½ of the MCL and testing for one of the new wells has identified iron and manganese at levels that exceed the Delaware SMCL.

The Borrower proposes to construct a new water treatment facility at Bethany Bay with the capability to provide treatment for iron and manganese, nitrates and PFAS as necessary for the four (4) supply wells.

Without the proposed treatment facility, the majority of the wells at this source of supply would be unsuitable for use due to concentrations of PFAS, Nitrate and/or Iron and Manganese. The treatment facility will reduce PFAS concentrations in an existing well to below the proposed Delaware MCLs, and to lower concentrations if required. The facility will also reduce iron and manganese concentrations in an impacted well to below the Delaware SMCLs. Provisions for nitrate treatment will also be provided as that constituent has been observed and may become an issue in the future.

Exhibit 10.57

EXHIBIT B

Project Budget

Project Budget:	Total Cost
Engineering	$	450,000.00
Construction	$	1,740,000.00
Contingency	$	420,000.00
Total Budget	$	2,610,000.00
Source of Funds:
DWSRF Loan	$	2,610,000.00

Exhibit 10.57

EXHIBIT C

Form of Requisition


PROJECT NAME:_______________________		FUNDING RECIPIENT: ________________
		E. I. # _______________________

UNITED STATES	AND/ STATE OF DELAWARE	REQUISITION NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

USDA LOAN NO. ____________________		STATE LOAN NO. ___________________
USDA GRANT NO. ___________________	SEPARATELY OR	STATE GRANT NO. __________________
	JOINTLY FUNDED PROJECT

ACCOUNT SUMMARY AND REQUEST FOR LOAN/GRANT DISBURSEMENT

DISBURSEMENT ITEMS	AMOUNT BUDGETED	PREVIOUS DISBURSEMENTS	THIS PERIOD	TOTAL TO DATE	REMAINING FUNDS
CONSTRUCTION
CONTRACT NAME OR #
CONTRACT NAME OR #
CONTRACT NAME OR #
LAND AND R.O.W.
LEGAL AND ADMIN
ENGINEERING FEES
INTEREST
CONTINGENCIES
INITIAL O & M
OTHER (describe)
DISBURSEMENT TOTALS
SOURCES OF FUNDING
USDA LOAN
USDA GRANT
STATE LOAN
STATE GRANT
OTHER (describe)
OTHER (describe)
OTHER (describe)
SOURCE TOTALS (must equal disbursement totals above)

See Notes on Page 2 (other side)

Exhibit 10.57

Page 2

LOAN/GRANT DISBURSEMENT FORM

Requisition No.


PREPARED BY (BORROWER/GRANTEE) DATE		APPROVED BY (DHSS/ODW) DATE


APPROVED BY (ARCHITECT/ENGINEER) DATE		APPROVED BY (USDA/RD) DATE

Borrower/Grantee’s Certification The undersigned certifies that (1) the amounts requested by this requisition will be applied solely and exclusively to the payment, or the reimbursement of the recipient for the payment, of Project Costs, and (2) any materials, supplies or equipment covered by this requisition are not subject to any lien or security interest or such lien or security interest will be released upon payment of this requisition.	Consulting Engineer’s Certification The undersigned Consulting Engineer for the Recipient hereby Certifies that insofar as the amounts covered by this Requisition include payment for labor or to contractors, builders or materialmen, such work was actually performed or such materials, supplies or equipment were actually furnished to or installed in the Project.
Recipient’s Authorized Representative Name, Title (PRINTED)	Title and Company Name (PRINTED)
Recipient’s Authorized Representative Signature Date	Consulting Engineer’s Name (PRINTED)
	Authorized Consulting Engineer Signature Date

NOTES:

1. Include copies of all invoices or other acceptable documentation to support above request. Provide one (1) set for each funding agency.

Forms-Jointly Funded-Disbursement.doc This form provides all information required by USDA Form RD 440-11

Exhibit 10.57

EXHIBIT D

Schedule of Disbursements

Date	Amount ($)
August-24		300,000
October-24		410,000
December-24		750,000
February-25		750,000
May-25		400,000
Total:	$	2,610,000

Exhibit 10.57

EXHIBIT E

Form of Change Order

UNITED STATES	AND/ STATE OF DELAWARE	ORDER NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

STATE: ____________________
COUNTY:___________________

SEPARATELY OR JOINTLY FUNDED PROJECT

CONTRACT CHANGE ORDER

CONTRACT FOR: ____________________

OWNER:

To:
	(Contractor)

You are hereby requested to comply with the following changes from the contract plans and specifications:

Description of Changes (Supplemental Plans and Specifications Attached)	DECREASE in Contract Price	INCREASE In Contract Price
	$	$
TOTALS	$	$
NET CHANGE IN CONTRACT PRICE	$	$




The original amount of the Contract:

		Dollars ($_________________)

The amount of the Contract as adjusted by all previously approved Change Orders:

		Dollars ($_________________)

The amount of the Contract will be (Decreased) (Increased) through this Change Order by the sum of:

		Dollars ($_________________)

The Contract Total including this and all previous Change Orders will be:

		Dollars ($_________________)

The Contract Period provided for completion will be (Increased) (Decreased) (Unchanged) by:		______________Calendar Days

Exhibit 10.57

Page 2

CONTRACT CHANGE ORDER FORM
CHANGE ORDER NO.

This document will become a supplement to the contract and all provisions will apply hereto.

Requested:
	(Owner)	(Date)

Recommended:
	(Owner’s Architect/Engineer)	(Date)

Accepted:
	(Contractor)	(Date)

Approved by State of Delaware:
		(Date)

Approved by U. S. Department of Agriculture:
		(Date)

( ) U. S. Department of Agriculture’s Copy

( ) State of Delaware’s Copy

( ) Contractor’s Copy

( ) Borrower/Grantee’s Copy

( ) Architect/Engineer’s Copy

Forms- Jointly Funded-Change Order.doc This form provides all information required by USDA Form RD 1924 (Rev. 2-97)

Exhibit 10.57

EXHIBIT "F"

CERTIFICATE OF THE BORROWER AND PROJECTED DRAWDOWN SCHEDULE OF THE PROJECT

The undersigned, as representatives of Tidewater Utilities, Inc. (the "Borrower") in connection with the issuance of its $2,610,000 General Obligation Bond (Bethany Bay Water Treatment Facility Project), Series 2024B-DWSRF, have reviewed the estimated drawdown schedule prepared by the Borrower, attached hereto as Exhibit D and made a part hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.57

	TIDEWATER UTILITIES, INC.

	By:	/s/ Robert J. Capko
		Robert J. Capko
		Treasurer

Attest:

By:	/s/ Jay L. Kooper
	Secretary

[SIGNATURE PAGE TO EXHIBIT F - CERTIFICATE AS TO PROJECTED DRAWDOWN SCHEDULE SERIES 2024B-DWSRF -BETHANY BAY WATER TREATMENT FACILITY]

Exhibit 10.58

TIDEWATER UTILITIES, INC.

$767,500 GENERAL OBLIGATION BOND

(DELDOT - LOCHMEATH TO PUNCHEON RUN MAIN RELOCATIONS PROJECT)

SERIES 2024C-DWSRF

FINANCING AGREEMENT

BETWEEN

TIDEWATER UTILITIES, INC.

AND

DELAWARE DRINKING WATER STATE REVOLVING FUND,

ACTING BY AND THROUGH THE

DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES,

DIVISION OF PUBLIC HEALTH

Loan No. 22000040

Exhibit 10.58

TABLE OF CONTENTS

	PAGE
ARTICLE I DEFINITIONS	1
Section 1.1. Definitions	1
Section 1.2. Rules of Construction	3
ARTICLE II REPRESENTATIONS	3
Section 2.1. Representations by Borrower	3
ARTICLE III ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT	4
Section 3.1. Advance of Loan Proceeds	4
Section 3.2. Application of Loan Proceeds	5
Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay	8
Section 3.4. Agreement to Accomplish Project	8
Section 3.5. Permits	9
Section 3.6. Construction Contractors	9
Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act (IIJA)	10
Section 3.8. Engineering Services	11
Section 3.9. Borrower Required to Complete Project	11
Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan	12
ARTICLE IV ADDITIONAL FEDERAL REQUIREMENTS	12
Section 4.1. Federal Requirements	12
Section 4.2. Americans with Disabilities Act	13
Section 4.3. Nondiscrimination; Sexual Harassment	13
ARTICLE V REPAYMENT OF LOAN; GENERAL OBLIGATION	14
Section 5.1. Repayment of Loan	14
Section 5.2. General Obligation	14
SECTION 5.3. [RESERVED]	14
ARTICLE VI PREPAYMENTS	14
Section 6.1. Prepayments of Loan	14
ARTICLE VII OPERATION AND USE OF SYSTEM	14
Section 7.1. Inspection of System and Borrower’s Books and Records	14
Section 7.2. Performance Certification	15
Section 7.3. Operation, Maintenance and Use of System	15
ARTICLE VIII INSURANCE, DAMAGE AND DESTRUCTION	15
Section 8.1. Insurance	15
ARTICLE IX SPECIAL COVENANTS	15
Section 9.1. Maintenance of Existence	15
Section 9.2. Financial Records and Statements	15
Section 9.3. Certificate as to No Default	16
Section 9.4. Further Assurances	16
Section 9.5. Other Indebtedness	16
Section 9.6. Assignment by Borrower	16
ARTICLE X DEFAULTS AND REMEDIES	17
Section 10.1. Events of Default	17

Exhibit 10.58

Section 10.2. Notice of Default	18
Section 10.3. Remedies on Default	18
Section 10.4. Delay and Waiver	18
Section 10.5. Right to Cure Default	18
ARTICLE XI MISCELLANEOUS	19
Section 11.1. Successors and Assigns	19
Section 11.2. Amendments	19
Section 11.3. Limitation of Liability of Borrower’s Officers	19
Section 11.4. Applicable Law	19
Section 11.5. Severability	19
Section 11.6. Notice	19
Section 11.7. Headings	20
Section 11.8. Terms of Agreement	20
Section 11.9. Counterparts	21

EXHIBIT A	PROJECT DESCRIPTION
EXHIBIT B	PROJECT BUDGET
EXHIBIT C	FORM OF REQUISITION
EXHIBIT D	SCHEDULE OF DISBURSEMENTS
EXHIBIT E	FORM OF CHANGE ORDER
EXHIBIT F	PROJECTED DRAWDOWN CERTIFICATE

Exhibit 10.58

FINANCING AGREEMENT

The Borrower requested a loan (the “Loan”) from the Fund and will evidence its obligation to repay the Loan by the signing of this Agreement and by the delivery of its General Obligation Bond (DelDOT - Lochmeath to Puncheon Run Main Relocations Project), Series 2024C-DWSRF (the “Bond”). The Borrower will use the Loan Proceeds from the Fund to: (i) finance the elimination of a water main that is prone to leaks and breaks as well as upgrades and improvements to current distribution throughout the area by upsizing to 12" to allow for efficient water delivery, as more fully described in Exhibit A and (ii) if desired, pay certain administrative costs and costs of issuing the Bond (collectively, the “Project”).

ARTICLE I
DEFINITIONS

Section 1.1. Definitions.

“Agreement” means this Financing Agreement between the Department and the Borrower, together with any amendments or supplements hereto.

Exhibit 10.58

“Closing Date” means the date this Agreement is executed and delivered by the Borrower and the Department.

“Commitment Letter” shall mean the commitment letter from the Department to the Borrower dated February 6, 2024 and all extensions and amendments thereto.

“Department” means the Department of Health and Social Services, Division of Public Health.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Fiscal Year” means the period of twelve months established by the Borrower as its annual accounting period.

“Loan” means the loan from the Department to the Borrower pursuant to this

Agreement.

“Loan Proceeds” means the funds applied to make the loan to the Borrower pursuant to this Agreement.

“Penalty” shall have the meaning set forth in Section 3.3.

“Project Budget” means the budget for the financing of the Project, a copy of which is attached to this Agreement as Exhibit B.

Exhibit 10.58

Section 1.2. Rules of Construction.

The following rules shall apply to the construction of this Agreement unless the context requires otherwise:

(a) Singular words shall connote the plural number as well as the singular and vice versa.

(b) All references in this Agreement to particular Sections or Exhibits are references to

Sections or Exhibits of this Agreement unless otherwise indicated.

ARTICLE II
REPRESENTATIONS

Section 2.1. Representations by Borrower.

The Borrower makes the following representations as the basis for its undertakings under this Agreement:

(a) The Borrower is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.

(c) All permits, licenses, registrations, certificates, authorizations and approvals required to have been obtained as of the date of signing of this Agreement have been obtained for

Exhibit 10.58

(f) There have been no material defaults by any contractor or subcontractor under any contract made in connection with the construction or equipping of the Project.

(h) No Event of Default has occurred and is continuing.

(j) The Project will be a part of the System.

(k) The Loan Proceeds and funds available from the other sources specified in the Project Budget will be sufficient to pay the estimated Project Costs.

(l) The Borrower has received or has commitments to obtain all funds and other financing for the Project as contemplated in the Project Budget.

(m) The Borrower expects to complete the acquisition, construction and equipping of the Project on or before the projected date of February 28, 2027. The Borrower expects to adhere to the estimated drawdown schedule attached hereto as Exhibit D and certified to in the "Certificate of the Borrower and Projected Drawdown Schedule of the Project" attached hereto as Exhibit F and made a part hereof. This projected date of completion is subject to an extension if such extension is mutually agreed upon by the Department and the Borrower. Noncompliance with this Section 2.1(m) may cause loan funds to become de-obligated and reallocated to other drinking water projects at the discretion of the Department.

ARTICLE III

ADVANCE AND USE OF LOAN PROCEEDS; CONSTRUCTION OF PROJECT

Section 3.1. Advance of Loan Proceeds.

The Department agrees to advance to the Borrower pursuant to this Agreement up to Seven Hundred Sixty-Seven Thousand Five Hundred Dollars ($767,500) to pay Project Costs in accordance with the Project Budget.

Exhibit 10.58

Section 3.2. Application of Loan Proceeds.

(d) The Department shall have no obligation to disburse Loan Proceeds in excess of the amount necessary to pay for approved Project Costs.

Exhibit 10.58

(g) The Borrower shall comply with the Delaware Department of Labor Prevailing Wage Rate Regulations.

Exhibit 10.58

otherwise advised the Borrower in writing that the Build America, Buy America Requirements are not applicable to the Project.

Section 3.3. Agreement to Draw Loan Proceeds and Penalty for Delay.

Section 3.4. Agreement to Accomplish Project.

Exhibit 10.58

operation have been issued or obtained, and (iv) the amount, if any, to be reserved for payment of Project Costs.

Section 3.5. Permits.

Section 3.6. Construction Contractors.

(b) All construction contracts and contractors’ estimate forms will be prepared so that materials and equipment may be readily itemized and identified as to eligible and noneligible costs.

(d) The construction of the Project facilities will conform to applicable federal, state and local laws, ordinances and regulations.

Exhibit 10.58

Section 3.7. Signage Requirements under the Infrastructure Investment and Jobs Act

(IIJA).

(a) Building A Better America Emblem. The Borrower will ensure that a sign is placed at construction sites supported under the Loan displaying the official Building A Better America emblem and must identify the project as a “project funded by President Biden’s Bipartisan Infrastructure Law.” Construction is defined at 40 CFR 33.103 as “erection, alteration, or repair (including dredging, excavating, and painting) of buildings, structures, or other improvements to real property, and activities in response to a release or a threat of a release of a hazardous substance into the environment, or activities to prevent the introduction of a hazardous substance into a water supply.” The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period.

Exhibit 10.58

Section 3.8. Engineering Services.

Section 3.9. Borrower Required to Complete Project.

Subject to the provisions of Section 9.5 hereof, if the Loan Proceeds are not sufficient to pay in full the cost of the Project, the Borrower will complete the Project at its own

Exhibit 10.58

expense and shall not be entitled to any reimbursement therefor from the Department or the Fund or to any abatement, diminution or postponement of the Borrower’s repayments under this Agreement.

Section 3.10. Inclusion of Eligible Project Reimbursement Costs Within The Loan.

ARTICLE IV

ADDITIONAL FEDERAL REQUIREMENTS

Section 4.1. Federal Requirements.

(a) As a recipient of Fund assistance, the Borrower shall comply Federal State Revolving Loan Requirements Section 1452 of the Federal Safe Drinking Water Act, 42 U.S.C.

§300j-12 et seq., as amended.

Exhibit 10.58

Section 4.2. Americans with Disabilities Act.

Section 4.3. Nondiscrimination; Sexual Harassment.

The Borrower shall comply, or cause its contractor or subcontractor, or other agents or representatives to comply, with the following requirements:

(d) No contractor who is qualified to perform the work relating to this Agreement shall discriminate against any other contractor by reason of gender, race, creed, or color.

(f) This Nondiscrimination/Sexual Harassment Clause shall be included in any contract awarded for the Project so that such provisions will be binding upon any contractors engaged for the Project.

Exhibit 10.58

with debarment or suspension and may place the party not in compliance in the Contractor Responsibility File, a repository of information on contractors.

ARTICLE V

REPAYMENT OF LOAN; GENERAL OBLIGATION

Section 5.1. Repayment of Loan.

The Borrower shall repay the Loan pursuant to the terms of the Bond issued to the

Department.

Section 5.2. General Obligation.

The Borrower’s repayment obligation constitutes a general obligation of the Borrower, secured by a pledge of its full faith, revenue and credit.

Section 5.3. [RESERVED]

ARTICLE VI
PREPAYMENTS

Section 6.1. Prepayments of Loan.

ARTICLE VII
OPERATION AND USE OF SYSTEM

Section 7.1. Inspection of System and Borrower’s Books and Records.

Exhibit 10.58

results in a repayment of Loan Proceeds in advance of the maturity of the Bond and/or other remedial actions.

Section 7.2. Performance Certification.

The Borrower will notify the Department when the Project is completed and operation commenced on or before the date set out in Section 2.1(m).

Section 7.3. Operation, Maintenance and Use of System.

ARTICLE VIII

INSURANCE, DAMAGE AND DESTRUCTION

Section 8.1. Insurance.

ARTICLE IX
SPECIAL COVENANTS

Section 9.1. Maintenance of Existence.

Section 9.2. Financial Records and Statements.

Exhibit 10.58

Section 9.3. Certificate as to No Default.

Section 9.4. Further Assurances.

Section 9.5. Other Indebtedness.

Section 9.6. Assignment by Borrower.

Exhibit 10.58

ARTICLE X
DEFAULTS AND REMEDIES

Section 10.1. Events of Default.

Each of the following events shall be an “Event of Default” hereunder:

(a) The failure to pay any payment of principal, interest and/or any administrative fee when due hereunder or under the Bond;

Exhibit 10.58

Section 10.2. Notice of Default.

Section 10.3. Remedies on Default.

(a)

Discontinue advances of Loan Proceeds hereunder;

Section 10.4. Delay and Waiver.

Section 10.5. Right to Cure Default.

Exhibit 10.58

ARTICLE XI
MISCELLANEOUS

Section 11.1. Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 11.2. Amendments.

Section 11.3. Limitation of Liability of Borrower’s Officers.

Section 11.4. Applicable Law.

This Agreement shall be governed by the applicable laws of The State of

Delaware.

Section 11.5. Severability.

Section 11.6. Notice.

Exhibit 10.58

	Department:	Delaware Department of Health and Social Services
		Division of Public Health
		Office of Drinking Water Jesse Cooper Building
		417 Federal Street – Room 226
		Dover, DE 19901
		Attention: DWSRF Program Director

	With a copy to:

		Delaware Department of Natural Resources
		& Environmental Control, on behalf of the Delaware
		Department of Health and Social Services
		Office Of The Secretary, Environmental
		Finance 97 Commerce Way, Suite 106
		Dover, DE 19904
		Attention: Laura Robbins, Chief of Administration

	and

	Borrower:	Tidewater Utilities, Inc.
		1100 South Little Creek Road
		Dover, DE 19901
		Attention: Mr. Robert J. Capko, Treasurer

	With a copy to:

		Middlesex Water Company
		485C Route One South, Suite 400
		Iselin, NJ 08830
		Attn: Jay L. Kooper, Vice President, General Counsel & Secretary

Section 11.7. Headings.

The headings of the several articles and sections of this Agreement are inserted for convenience only and do not comprise a part of this Agreement.

Section 11.8. Terms of Agreement.

This Agreement shall be effective upon its execution and delivery by the Borrower and the Department. Except as otherwise specified, the Borrower’s obligations under

Exhibit 10.58

this Agreement shall expire upon payment in full of the Bond and all other amounts payable by the Borrower under this Agreement.

Section 11.9. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument.

Exhibit 10.58

WITNESS the following signatures, all duly authorized.

FOR THE DELAWARE DRINKING WATER STATE REVOLYING FUND, ACTING BY AND THROUGH THE DELAWARE DEPARTMENT OF HEALTH AND SOCIAL SERVICES, DIVISION OF PUBLIC HEALTH

By:./s/ Laura Robbins
Laura Robbins

DNREC, Chief of Administration

Delaware Department of Natural Resources and
Environmental Control, on behalf of the
Delaware Department of Health and Social Services

TIDEWATER UTILITIES, INC.

By:/s/ Robert J. Capko

Name: Robert J. Capko

Title: Treasurer

(SEAL)

Attest:

By: /s/ Jay L. Kooper

Jay L. Kooper

Secretary

[SIGNATURE PAGE TO FINANCING AGREEMENT-SERIES 2024C-DWSRF- DELDOT- LOCHMEATH TO PUNCHEON RUN MAIN RELOCATIONS]

Exhibit 10.58

EXHIBIT A

Project Description

The Delaware Department of Transportation (DelDOT) is currently in the process of upgrading portions of US Rt. 13 between Lochmeath Way and the Puncheon Run Connector. The Borrower has significant existing infrastructure throughout the proposed DelDOT project. As a part of the Project, all existing mains within the DelDOT project area will be relocated and upgraded as appropriate.

The Project will eliminate old water main that is prone to leaks and breaks as well as improve current distribution throughout the District by upsizing to 12” and allow for efficient water delivery. The larger replacement main will provide more efficient regional distribution from Tidewater's Camden facility.

The Project will replace asbestos concrete pipe (ACP) which has reached the end of its useful life. Relocation of the existing mains in the DelDOT project area is required in order for the DelDOT project to proceed. The location of new mains outside of travel lanes will improve field safety during main breaks and repair work.

Exhibit 10.58

EXHIBIT B

Project Budget

Project Budget:	Total Cost
Engineering	$	25,000.00
Construction	$	675,000.00
Contingency	$	67,500.00
Total Budget	$	767,500.00
Source of Funds:
DWSRF Loan	$	767,500.00

Exhibit 10.58

EXHIBIT C

Form of Requisition


PROJECT NAME:_______________________		FUNDING RECIPIENT: ________________
		E. I. # _______________________

UNITED STATES	AND/ STATE OF DELAWARE	REQUISITION NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

USDA LOAN NO. ____________________		STATE LOAN NO. ___________________
USDA GRANT NO. ___________________	SEPARATELY OR	STATE GRANT NO. __________________
	JOINTLY FUNDED PROJECT

ACCOUNT SUMMARY AND REQUEST FOR LOAN/GRANT DISBURSEMENT

DISBURSEMENT ITEMS	AMOUNT BUDGETED	PREVIOUS DISBURSEMENTS	THIS PERIOD	TOTAL TO DATE	REMAINING FUNDS
CONSTRUCTION
CONTRACT NAME OR #
CONTRACT NAME OR #
CONTRACT NAME OR #
LAND AND R.O.W.
LEGAL AND ADMIN
ENGINEERING FEES
INTEREST
CONTINGENCIES
INITIAL O & M
OTHER (describe)
DISBURSEMENT TOTALS
SOURCES OF FUNDING
USDA LOAN
USDA GRANT
STATE LOAN
STATE GRANT
OTHER (describe)
OTHER (describe)
OTHER (describe)
SOURCE TOTALS (must equal disbursement totals above)

See Notes on Page 2 (other side)

Exhibit 10.58

Page 2

LOAN/GRANT DISBURSEMENT FORM

Requisition No.


PREPARED BY (BORROWER/GRANTEE) DATE		APPROVED BY (DHSS/ODW) DATE


APPROVED BY (ARCHITECT/ENGINEER) DATE		APPROVED BY (USDA/RD) DATE

Borrower/Grantee’s Certification The undersigned certifies that (1) the amounts requested by this requisition will be applied solely and exclusively to the payment, or the reimbursement of the recipient for the payment, of Project Costs, and (2) any materials, supplies or equipment covered by this requisition are not subject to any lien or security interest or such lien or security interest will be released upon payment of this requisition.	Consulting Engineer’s Certification The undersigned Consulting Engineer for the Recipient hereby Certifies that insofar as the amounts covered by this Requisition include payment for labor or to contractors, builders or materialmen, such work was actually performed or such materials, supplies or equipment were actually furnished to or installed in the Project.
Recipient’s Authorized Representative Name, Title (PRINTED)	Title and Company Name (PRINTED)
Recipient’s Authorized Representative Signature Date	Consulting Engineer’s Name (PRINTED)
	Authorized Consulting Engineer Signature Date

NOTES:

1. Include copies of all invoices or other acceptable documentation to support above request. Provide one (1) set for each funding agency.

Forms-Jointly Funded-Disbursement.doc This form provides all information required by USDA Form RD 440-11

Exhibit 10.58

EXHIBIT D

Schedule of Disbursements

Date	Amount ($)
June-24		25,000
February-27		742,500
Total:	$	767,500

Exhibit 10.58

EXHIBIT E

Form of Change Order

UNITED STATES	AND/ STATE OF DELAWARE	ORDER NO: ___________________
DEPARTMENT OF AGRICULTURE	OR DHSS
RURAL DEVELOPMENT		DATE: _______________________

STATE: ____________________
COUNTY:___________________

SEPARATELY OR JOINTLY FUNDED PROJECT

CONTRACT CHANGE ORDER

CONTRACT FOR: ____________________

OWNER:

To:
	(Contractor)

You are hereby requested to comply with the following changes from the contract plans and specifications:

Description of Changes (Supplemental Plans and Specifications Attached)	DECREASE in Contract Price	INCREASE In Contract Price
	$	$
TOTALS	$	$
NET CHANGE IN CONTRACT PRICE	$	$




The original amount of the Contract:

		Dollars ($_________________)

The amount of the Contract as adjusted by all previously approved Change Orders:

		Dollars ($_________________)

The amount of the Contract will be (Decreased) (Increased) through this Change Order by the sum of:

		Dollars ($_________________)

The Contract Total including this and all previous Change Orders will be:

		Dollars ($_________________)

The Contract Period provided for completion will be (Increased) (Decreased) (Unchanged) by:		______________Calendar Days

Exhibit 10.58

Page 2

CONTRACT CHANGE ORDER FORM

CHANGE ORDER NO.

This document will become a supplement to the contract and all provisions will apply hereto.

Requested:
	(Owner)	(Date)

Recommended:
	(Owner’s Architect/Engineer)	(Date)

Accepted:
	(Contractor)	(Date)

Approved by State of Delaware:
		(Date)

Approved by U. S. Department of Agriculture:
		(Date)

( ) U. S. Department of Agriculture’s Copy

( ) State of Delaware’s Copy

( ) Contractor’s Copy

( ) Borrower/Grantee’s Copy

( ) Architect/Engineer’s Copy

Forms- Jointly Funded-Change Order.doc This form provides all information required by USDA Form RD 1924 (Rev. 2-97)

Exhibit 10.58

EXHIBIT "F"

CERTIFICATE OF THE BORROWER AND PROJECTED DRAWDOWN SCHEDULE OF THE PROJECT

The undersigned, as representatives of Tidewater Utilities, Inc. (the "Borrower") in connection with the issuance of its $767,500 General Obligation Bond (DelDOT - Lochmeath to Puncheon Run Main Relocations Project, Series 2024C-DWSRF, have reviewed the estimated drawdown schedule prepared by the Borrower, attached hereto as Exhibit D and made a part hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.58

	TIDEWATER UTILITIES, INC.

	By:	/s/ Robert J. Capko
		Robert J. Capko
		Treasurer

Attest:

By:	/s/ Jay L. Kooper
	Jay L. Kooper Secretary

[SIGNATURE PAGE TO EXHIBIT F- CERTIFICATE AS TO PROJECTED DRAWDOWN SCHEDULE SERIES 2024C-DWSRF-DELDOT- LOCHMEATH TO PUNCHEON RUN MAIN RELOCATIONS}

Exhibit 31.1

SECTION 302 CERTIFICATION PURSUANT TO RULES 13a-14

AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Nadine Leslie, certify that:

I have reviewed this quarterly report on Form 10-Q of Middlesex Water Company (the “registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Nadine Leslie

Nadine Leslie

President and Chief Executive Officer

Date: July 31, 2024

Exhibit 31.2

SECTION 302 CERTIFICATION PURSUANT TO RULES 13a-14

AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Mohammed G. Zerhouni, certify that:

I have reviewed this quarterly report on Form 10-Q of Middlesex Water Company (the “registrant”);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Mohammed G. Zerhouni

Mohammed G. Zerhouni

Senior Vice President, Chief Financial Officer and Treasurer

Date: July 31, 2024

Exhibit 32.1

SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. §1350

I, Nadine Leslie, hereby certify that, to the best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the period covered by said periodic report.

/s/ Nadine Leslie

Nadine Leslie

President and Chief Executive Officer

Date: July 31, 2024

A signed original of this written statement required by Section 906 has been provided to Middlesex Water Company and will be retained by Middlesex Water Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. §1350

I, Mohammed G. Zerhouni, hereby certify that, to the best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the period covered by said periodic report.

/s/ Mohammed G. Zerhouni

Mohammed G. Zerhouni

Senior Vice President, Chief Financial Officer and Treasurer

Date: July 31, 2024

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	MIDDLESEX WATER COMPANY
Entity Central Index Key	0000066004
Entity File Number	0-422
Entity Tax Identification Number	22-1114430
Entity Incorporation, State or Country Code	NJ
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	485C Route One South
Entity Address, City or Town	Iselin
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08830
Entity Phone Fax Numbers [Line Items]
City Area Code	(732)
Local Phone Number	634-1500
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	MSEX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		17,829,778

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Operating Revenues	$ 49,146	$ 42,801	$ 89,670	$ 80,957
Operating Expenses:
Operations and Maintenance	21,825	21,204	42,290	41,462
Depreciation	6,305	6,184	11,701	12,170
Other Taxes	5,701	4,744	10,499	9,168
Total Operating Expenses	33,831	32,132	64,490	62,800
Operating Income	15,315	10,669	25,180	18,157
Other Income:
Allowance for Funds Used During Construction	257	852	433	1,665
Other Income, net	2,399	1,290	7,588	2,188
Total Other Income, net	2,656	2,142	8,021	3,853
Interest Charges	4,041	3,251	7,310	5,846
Income before Income Taxes	13,930	9,560	25,891	16,164
Income Taxes	3,384	(341)	4,663	397
Net Income	10,546	9,901	21,228	15,767
Preferred Stock Dividend Requirements	30	30	60	60
Earnings Applicable to Common Stock	$ 10,516	$ 9,871	$ 21,168	$ 15,707
Earnings per share of Common Stock:
Basic (in Dollars per share)	$ 0.59	$ 0.56	$ 1.19	$ 0.89
Diluted (in Dollars per share)	$ 0.59	$ 0.55	$ 1.18	$ 0.88
Common Shares Outstanding :
Basic (in Shares)	17,829,000	17,713,000	17,824,000	17,683,000
Diluted (in Shares)	17,944,000	17,828,000	17,939,000	17,798,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
UTILITY PLANT: Water Production	$ 307,173	$ 303,791
Transmission and Distribution	825,223	809,862
General	102,149	100,593
Construction Work in Progress	29,703	19,636
TOTAL	1,264,248	1,233,882
Less Accumulated Depreciation	244,102	235,540
UTILITY PLANT - NET	1,020,146	998,342
CURRENT ASSETS: Cash and Cash Equivalents	8,025	2,390
Accounts Receivable, net of allowance for credit losses of $2,135 and $2,137, respectively in 2024 and 2023	20,173	18,172
Litigation Settlement Receivable	69,872	69,872
Unbilled Revenues	12,530	9,297
Materials and Supplies (at average cost)	6,477	6,972
Prepayments	3,925	1,833
TOTAL CURRENT ASSETS	121,002	108,536
OTHER ASSETS: Operating Lease Right of Use Asset	2,872	3,185
Preliminary Survey and Investigation Charges	1,968	1,932
Regulatory Assets	91,066	90,694
Non-utility Assets - Net	11,771	11,522
Employee Benefit Plans	25,763	21,779
Other	51	62
TOTAL OTHER ASSETS	133,491	129,174
TOTAL ASSETS	1,274,639	1,236,052
CAPITALIZATION AND LIABILITIES
CAPITALIZATION: Common Stock, No Par Value	247,014	246,764
Retained Earnings	185,864	176,227
TOTAL COMMON EQUITY	432,878	422,991
Preferred Stock	2,084	2,084
Long-term Debt	355,975	358,153
TOTAL CAPITALIZATION	790,937	783,228
CURRENT Current Portion of Long-term Debt	7,968	7,740
LIABILITIES: Notes Payable	72,250	42,750
Accounts Payable	25,222	27,618
Litigation Settlement Payable	6,237	6,237
Accrued Taxes	14,241	10,535
Accrued Interest	3,252	3,138
Unearned Revenues and Advanced Service Fees	1,689	1,390
Other	4,124	4,421
TOTAL CURRENT LIABILITIES	134,983	103,829
COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)
OTHER LIABILITIES: Customer Advances for Construction	21,145	21,313
Lease Obligations	2,747	3,063
Accumulated Deferred Income Taxes	91,800	88,736
Regulatory Liabilities	55,203	113,021
Other	420	592
TOTAL OTHER LIABILITIES	171,315	226,725
CONTRIBUTIONS IN AID OF CONSTRUCTION	177,404	122,270
TOTAL CAPITALIZATION AND LIABILITIES	$ 1,274,639	$ 1,236,052

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts Receivable, Net of Allowance for Uncollectible Accounts	$ 2,135	$ 2,137

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 21,228	$ 15,767
Net Cash Provided by Operating Activities:
Depreciation and Amortization	13,008	14,543
Provision for Deferred Income Taxes and Investment Tax Credits	1,722	(2,993)
Equity Portion of Allowance for Funds Used During Construction (AFUDC)	(253)	(1,014)
Cash Surrender Value of Life Insurance	(199)	(207)
Stock Compensation Expense	1,072	1,366
Changes in Assets and Liabilities:
Accounts Receivable	(2,001)	788
Unbilled Revenues	(3,233)	(2,408)
Materials & Supplies	495	(249)
Prepayments	(2,092)	(846)
Accounts Payable	(2,396)	3,418
Accrued Taxes	3,706	843
Accrued Interest	114	563
Employee Benefit Plans	(4,457)	(975)
Unearned Revenue & Advanced Service Fees	299	111
Recovered Costs-Environmental Litigation Settlement	(8,003)
Other Assets and Liabilities	(1,131)	580
NET CASH PROVIDED BY OPERATING ACTIVITIES	17,879	29,287
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC-Debt of $180 in 2024 and $651 in 2023	(28,737)	(50,635)
NET CASH USED IN INVESTING ACTIVITIES	(28,737)	(50,635)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt	(2,493)	(2,553)
Proceeds from Issuance of Long-term Debt	561	62,880
Net Short-term Bank Borrowings	29,500	(32,000)
Deferred Debt Issuance Expense	(41)	(107)
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock	(1,328)
Proceeds from Issuance of Common Stock	505	5,745
Payment of Common Dividends	(11,531)	(11,049)
Payment of Preferred Dividends	(60)	(60)
Construction Advances and Contributions-Net	1,380	(959)
NET CASH PROVIDED BY FINANCING ACTIVITIES	16,493	21,897
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	5,635	549
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	2,390	3,828
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	8,025	4,377
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	4,461	4,219
Cash Paid During the Period for:
Interest	7,417	5,491
Interest Capitalized	180	651
Income Taxes	$ 752	$ 260

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parentheticals) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Statement of Cash Flows [Abstract]
Utility Plant Expenditures, Including AFUDC	$ 180	$ 651

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding - 2024 - 17,829; 2023 - 17,821	247,014	246,764
Retained Earnings	185,864	176,227
TOTAL COMMON EQUITY	432,878	422,991
Cumulative Preferred Stock, No Par Value:
Shares Authorized - 120
Shares Outstanding - 20
Convertible:
TOTAL PREFERRED STOCK	2,084	2,084
Long-term Debt:
SUBTOTAL LONG-TERM DEBT	362,804	364,736
Add: Premium on Issuance of Long-term Debt	6,432	6,529
Less: Unamortized Debt Expense	(5,293)	(5,372)
Less: Current Portion of Long-term Debt	(7,968)	(7,740)
TOTAL LONG-TERM DEBT	355,975	358,153
First Mortgage Bonds
Long-term Debt:
SUBTOTAL LONG-TERM DEBT	277,619	278,374
Amortizing Secured Notes
Long-term Debt:
SUBTOTAL LONG-TERM DEBT	68,342	69,724
State Revolving Trust Notes
Long-term Debt:
SUBTOTAL LONG-TERM DEBT	16,843	16,638
Convertible Preferred Stock $7.00 Series
Convertible:
TOTAL PREFERRED STOCK	1,005	1,005
Nonredeemable Preferred Stock $7.00 Series
Convertible:
TOTAL PREFERRED STOCK	79	79
Nonredeemable Preferred Stock $4.75 Series
Convertible:
TOTAL PREFERRED STOCK	$ 1,000	$ 1,000

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT (Parentheticals) - USD ($) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common stock, shares authorized	40,000	40,000
Shares Outstanding	17,829	17,821
Preferred stock, shares authorized (in Dollars)	$ 120	$ 120
Preferred stock, shares outstanding	20	20
First Mortgage Bonds 2024-2059
Long term debt maturity period	2024-2059
Amortizing Secured Notes due 2028-2046
Long term debt maturity period	2028-2046
State Revolving Trust Notes due 2025-2044
Long term debt maturity period	2025-2044
Minimum \| First Mortgage Bonds 2024-2059
Interest rate	0.00%
Minimum \| Amortizing Secured Notes due 2028-2046
Interest rate	3.94%
Minimum \| State Revolving Trust Notes due 2025-2044
Interest rate	2.00%
Maximum \| First Mortgage Bonds 2024-2059
Interest rate	5.50%
Maximum \| Amortizing Secured Notes due 2028-2046
Interest rate	7.05%
Maximum \| State Revolving Trust Notes due 2025-2044
Interest rate	4.03%
Convertible Preferred Stock $7.00 Series
Preferred stock, shares outstanding	10	10
Nonredeemable Preferred Stock $7.00 Series
Preferred stock, shares outstanding	1	1
Nonredeemable Preferred Stock $4.75 Series
Preferred stock, shares outstanding	10	10

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock	Retained Earnings	Total
Balance at Dec. 31, 2022	$ 233,054	$ 167,274	$ 400,328
Balance (in Shares) at Dec. 31, 2022	17,642,000
Net Income		5,868	5,868
Dividend Reinvestment & Common Stock Purchase Plan	$ 2,342		2,342
Dividend Reinvestment & Common Stock Purchase Plan (in Shares)	29,000
Restricted Stock Award - Net - Employees	$ 360		360
Cash Dividends on Common Stock		(5,513)	(5,513)
Cash Dividends on Preferred Stock		(30)	(30)
Balance at Mar. 31, 2023	$ 235,756	167,599	403,355
Balance (in Shares) at Mar. 31, 2023	17,671,000
Balance at Dec. 31, 2022	$ 233,054	167,274	400,328
Balance (in Shares) at Dec. 31, 2022	17,642,000
Net Income			15,767
Balance at Jun. 30, 2023	$ 239,545	171,932	411,477
Balance (in Shares) at Jun. 30, 2023	17,729,000
Balance at Mar. 31, 2023	$ 235,756	167,599	403,355
Balance (in Shares) at Mar. 31, 2023	17,671,000
Net Income		9,901	9,901
Restricted Stock Award - Board of Directors	$ 360		360
Restricted Stock Award - Board of Directors (in Shares)	5,000
Dividend Reinvestment & Common Stock Purchase Plan	$ 3,402		3,402
Dividend Reinvestment & Common Stock Purchase Plan (in Shares)	46,000
Restricted Stock Award - Net - Employees	$ 27		27
Restricted Stock Award - Net - Employees (in Shares)	7,000
Cash Dividends on Common Stock		(5,538)	(5,538)
Cash Dividends on Preferred Stock		(30)	(30)
Balance at Jun. 30, 2023	$ 239,545	171,932	411,477
Balance (in Shares) at Jun. 30, 2023	17,729,000
Balance at Dec. 31, 2023	$ 246,764	176,227	$ 422,991
Balance (in Shares) at Dec. 31, 2023	17,821,000		17,821,000
Net Income		10,682	$ 10,682
Dividend Reinvestment & Common Stock Purchase Plan	$ 252		252
Dividend Reinvestment & Common Stock Purchase Plan (in Shares)	5,000
Restricted Stock Award - Net - Employees	$ (465)		(465)
Restricted Stock Award - Net - Employees (in Shares)	(12,000)
Cash Dividends on Common Stock		(5,738)	(5,738)
Cash Dividends on Preferred Stock		(30)	(30)
Balance at Mar. 31, 2024	$ 246,551	181,141	427,692
Balance (in Shares) at Mar. 31, 2024	17,814,000
Balance at Dec. 31, 2023	$ 246,764	176,227	$ 422,991
Balance (in Shares) at Dec. 31, 2023	17,821,000		17,821,000
Net Income			$ 21,228
Balance at Jun. 30, 2024	$ 247,014	185,864	$ 432,878
Balance (in Shares) at Jun. 30, 2024	17,829,000		17,829,000
Balance at Mar. 31, 2024	$ 246,551	181,141	$ 427,692
Balance (in Shares) at Mar. 31, 2024	17,814,000
Net Income		10,546	10,546
Restricted Stock Award - Board of Directors	$ 397		397
Restricted Stock Award - Board of Directors (in Shares)	7,000
Dividend Reinvestment & Common Stock Purchase Plan	$ 253		253
Dividend Reinvestment & Common Stock Purchase Plan (in Shares)	5,000
Restricted Stock Award - Net - Employees	$ (187)		(187)
Restricted Stock Award - Net - Employees (in Shares)	3,000
Cash Dividends on Common Stock		(5,793)	(5,793)
Cash Dividends on Preferred Stock		(30)	(30)
Balance at Jun. 30, 2024	$ 247,014	$ 185,864	$ 432,878
Balance (in Shares) at Jun. 30, 2024	17,829,000		17,829,000

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Common Stock
Cash dividends, per share	$ 0.325	$ 0.325	$ 0.3125	$ 0.3125

Basis of Presentation and Recent Developments

6 Months Ended

Jun. 30, 2024

Basis of Presentation and Recent Developments [Abstract]

Basis of Presentation and Recent Developments

Note 1 – Basis of Presentation and Recent Developments

Recent Developments

Recent Accounting Guidance

The recently issued accounting standards that have not yet been adopted by the Company as of June 30, 2024 are as follows:

Standard

Description

Date of Adoption

Application

Effect on the
Condensed
Consolidated
Financial Statements

Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures”

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2024. Early adoption is permitted.

Retrospective

The Company is currently evaluating the requirements of ASU 2023-07.

ASU 2023-09 “Improvements to Income Tax Disclosures”

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025. Early adoption is permitted.

Prospective, with retrospective application also permitted.

The Company is currently evaluating the requirements of ASU 2023-09.

Rate and Regulatory Matters

6 Months Ended

Jun. 30, 2024

Rate and Regulatory Matters [Abstract]

Rate and Regulatory Matters

Note 2 – Rate and Regulatory Matters

In addition, in July 2024, Tidewater provided the DEPSC a notice of intent to file a general rate case application in the third quarter 2024.

The financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex.

Capitalization

6 Months Ended

Jun. 30, 2024

Capitalization [Abstract]

Capitalization

Note 3 – Capitalization

	(Thousands of Dollars)
	June 30, 2024				December 31, 2023
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
FMBs	$	132,619	$	129,574	$	133,374	$	131,745

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Note 4 – Earnings Per Share

	(In Thousands Except per Share Amounts)
	Three Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	10,546			17,829	$	9,901			17,713
Preferred Dividend		(30	)				(30	)
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713

Basic EPS	$	0.59				$	0.56

Diluted:
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713
$7.00 Series Preferred Dividend		17			115		17			115
Adjusted Earnings Applicable to Common Stock	$	10,533			17,944	$	9,888			17,828

Diluted EPS	$	0.59				$	0.55

	(In Thousands Except per Share Amounts)
	Six Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	21,228			17,824	$	15,767			17,683
Preferred Dividend		(60	)				(60	)
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683

Basic EPS	$	1.19				$	0.89

Diluted:
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683
$7.00 Series Preferred Dividend		34			115		34			115
Adjusted Earnings Applicable to Common Stock	$	21,202			17,939	$	15,741			17,798

Diluted EPS	$	1.18				$	0.88

Business Segment Data

6 Months Ended

Jun. 30, 2024

Business Segment Data [Abstract]

Business Segment Data

Note 5 – Business Segment Data

	(In Thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Operations by Segments:	2024			2023			2024			2023
Revenues:
Regulated	$	45,966		$	39,909		$	83,431		$	74,862
Non – Regulated		3,410			3,056			6,614			6,398
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Consolidated Revenues	$	49,146		$	42,801		$	89,670		$	80,957

Operating Income:
Regulated	$	14,314		$	9,820		$	23,315		$	16,535
Non – Regulated		1,001			849			1,865			1,622
Consolidated Operating Income	$	15,315		$	10,669		$	25,180		$	18,157

Net Income:
Regulated	$	9,826		$	9,307		$	19,877		$	14,631
Non – Regulated		720			594			1,351			1,136
Consolidated Net Income	$	10,546		$	9,901		$	21,228		$	15,767

Capital Expenditures:
Regulated	$	14,325		$	26,114		$	28,701		$	50,579
Non – Regulated		23			6			36			56
Total Capital Expenditures	$	14,348		$	26,120		$	28,737		$	50,635

	As of			As of
	June 30, 2024			December 31, 2023
Assets:
Regulated	$	1,272,096		$	1,235,549
Non – Regulated		9,645			8,068
Inter-segment Elimination		(7,102	)		(7,565	)
Consolidated Assets	$	1,274,639		$	1,236,052

Short-Term Borrowings

6 Months Ended

Jun. 30, 2024

Short-Term Borrowings [Abstract]

Short-term Borrowings

Note 6 – Short-term Borrowings

The Company maintains lines of credit aggregating $140.0 million.

	(Millions)
	As of June 30, 2024
	Outstanding		Available		Maximum		Credit Type	Renewal Date
Bank of America	$	10.0	$	50.0	$	60.0	Uncommitted	January 24, 2025
PNC Bank		54.8	$	13.2		68.0	Committed	January 31, 2026
CoBank, ACB		7.5		4.5		12.0	Committed	May 20, 2026
	$	72.3	$	67.7	$	140.0

The weighted average interest rate on the outstanding borrowings at June 30, 2024 under these credit lines is 6.51%.

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Average Daily Amounts Outstanding	$	62,934	$	24,220	$	56,463	$	36,848
Weighted Average Interest Rates		6.43%		6.09%		6.42%		5.75%

Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2024

Commitments and Contingent Liabilities [Abstract]

Commitments and Contingent Liabilities

Note 7 – Commitments and Contingent Liabilities

Tidewater contracts with the City of Dover in Delaware to purchase treated water of up to 60.0 million gallons annually.

Purchased water costs are shown below:

	(In Thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Treated	$	992	$	1,363	$	1,901	$	2,747
Untreated		861		739		1,711		1,540
Total Costs	$	1,853	$	2,102	$	3,612	$	4,287

Information related to operating lease ROU assets and lease liabilities is as follows:

	(In Millions)
	As of
	June 30, 2024			December 31, 2023
ROU Asset at Lease Inception	$	7.3		$	7.3
Accumulated Amortization		(4.4	)		(4.1	)
ROU Asset	$	2.9		$	3.2

The Company’s future minimum operating lease commitments as of June 30, 2024 are as follows:

	(In Millions)
2024	$	0.4
2025		0.8
2026		0.9
2027		0.9
2028		0.9
Thereafter		0.9
Total Lease Payments	$	4.8
Imputed Interest		(1.5	)
Present Value of Lease Payments		3.3
Less Current Portion*		(0.6	)
Non-Current Lease Liability	$	2.7

*Included in Other Current Liabilities

Employee Benefit Plans

6 Months Ended

Jun. 30, 2024

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 8 – Employee Benefit Plans

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,
	2024			2023			2024			2023

Service Cost	$	318		$	388		$	80		$	98
Interest Cost		1,070			1,067			328			402
Expected Return on Assets		(1,580	)		(1,466	)		(846	)		(771	)
Amortization of Unrecognized Losses		38			164			(275	)		(48	)
Net Periodic (Benefit) Cost*	$	(154	)	$	153		$	(713	)	$	(319	)

	(In Thousands)
	Pension Benefits						Other Benefits
	Six Months Ended June 30,
	2024			2023			2024			2023
Service Cost	$	635		$	776		$	160		$	196
Interest Cost		2,140			2,134			657			804
Expected Return on Assets		(3,161	)		(2,932	)		(1,692	)		(1,542	)
Amortization of Unrecognized Losses		76			328			(549	)		(96	)
Net Periodic (Benefit) Cost*	$	(310	)	$	306		$	(1,424	)	$	(638	)

*Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income (Expense), net.

Revenue Recognition from Contracts with Customers

6 Months Ended

Jun. 30, 2024

Revenue Recognition from Contracts with Customers [Abstract]

Revenue Recognition from Contracts with Customers

Note 9 – Revenue Recognition from Contracts with Customers

The Company’s contracts do not contain any significant financing components.

The Company’s operating revenues are comprised of the following:

	(In Thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Regulated Tariff Sales
Residential	$	24,736		$	22,653		$	45,066		$	41,657
Commercial		8,584			6,249			14,559			11,627
Industrial		3,639			2,806			6,773			5,645
Fire Protection		3,656			3,145			6,948			6,249
Wholesale		5,208			4,968			9,880			9,521
Non-Regulated Contract Operations		3,293			2,942			6,381			6,172
Total Revenue from Contracts with Customers	$	49,116		$	42,763		$	89,607		$	80,871
Other Regulated Revenues		143			88			205			163
Other Non-Regulated Revenues		117			114			233			226
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Total Revenue	$	49,146		$	42,801		$	89,670		$	80,957

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 10,546	$ 10,682	$ 9,901	$ 5,868	$ 21,228	$ 15,767

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Recent Developments (Tables)

6 Months Ended

Jun. 30, 2024

Basis of Presentation and Recent Developments [Abstract]

Schedule of Issued Accounting Standards

The recently issued accounting standards that have not yet been adopted by the Company as of June 30, 2024 are as follows:

Standard

Description

Date of Adoption

Application

Effect on the
Condensed
Consolidated
Financial Statements

Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures”

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2024. Early adoption is permitted.

Retrospective

The Company is currently evaluating the requirements of ASU 2023-07.

ASU 2023-09 “Improvements to Income Tax Disclosures”

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025. Early adoption is permitted.

Prospective, with retrospective application also permitted.

The Company is currently evaluating the requirements of ASU 2023-09.

Capitalization (Tables)

6 Months Ended

Jun. 30, 2024

Capitalization [Abstract]

Schedule of Carrying Amount and Fair Value of the FMBs

The carrying amount and fair value of the FMBs were as follows:

	(Thousands of Dollars)
	June 30, 2024				December 31, 2023
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
FMBs	$	132,619	$	129,574	$	133,374	$	131,745

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

	(In Thousands Except per Share Amounts)
	Three Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	10,546			17,829	$	9,901			17,713
Preferred Dividend		(30	)				(30	)
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713

Basic EPS	$	0.59				$	0.56

Diluted:
Earnings Applicable to Common Stock	$	10,516			17,829	$	9,871			17,713
$7.00 Series Preferred Dividend		17			115		17			115
Adjusted Earnings Applicable to Common Stock	$	10,533			17,944	$	9,888			17,828

Diluted EPS	$	0.59				$	0.55

	(In Thousands Except per Share Amounts)
	Six Months Ended June 30,
	2024					2023
Basic:	Income			Shares		Income			Shares
Net Income	$	21,228			17,824	$	15,767			17,683
Preferred Dividend		(60	)				(60	)
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683

Basic EPS	$	1.19				$	0.89

Diluted:
Earnings Applicable to Common Stock	$	21,168			17,824	$	15,707			17,683
$7.00 Series Preferred Dividend		34			115		34			115
Adjusted Earnings Applicable to Common Stock	$	21,202			17,939	$	15,741			17,798

Diluted EPS	$	1.18				$	0.88

Business Segment Data (Tables)

6 Months Ended

Jun. 30, 2024

Business Segment Data [Abstract]

Schedule of Inter-Segment Transactions

Inter-segment transactions relating to operational costs are treated as pass-through expenses. Finance charges on inter-segment loan activities are based on interest rates that are below what would normally be charged by a third-party lender.

	(In Thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Operations by Segments:	2024			2023			2024			2023
Revenues:
Regulated	$	45,966		$	39,909		$	83,431		$	74,862
Non – Regulated		3,410			3,056			6,614			6,398
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Consolidated Revenues	$	49,146		$	42,801		$	89,670		$	80,957

Operating Income:
Regulated	$	14,314		$	9,820		$	23,315		$	16,535
Non – Regulated		1,001			849			1,865			1,622
Consolidated Operating Income	$	15,315		$	10,669		$	25,180		$	18,157

Net Income:
Regulated	$	9,826		$	9,307		$	19,877		$	14,631
Non – Regulated		720			594			1,351			1,136
Consolidated Net Income	$	10,546		$	9,901		$	21,228		$	15,767

Capital Expenditures:
Regulated	$	14,325		$	26,114		$	28,701		$	50,579
Non – Regulated		23			6			36			56
Total Capital Expenditures	$	14,348		$	26,120		$	28,737		$	50,635

	As of			As of
	June 30, 2024			December 31, 2023
Assets:
Regulated	$	1,272,096		$	1,235,549
Non – Regulated		9,645			8,068
Inter-segment Elimination		(7,102	)		(7,565	)
Consolidated Assets	$	1,274,639		$	1,236,052

Short-Term Borrowings (Tables)

6 Months Ended

Jun. 30, 2024

Short-Term Borrowings [Abstract]

Schedule of Lines of Credit

The Company maintains lines of credit aggregating $140.0 million.

	(Millions)
	As of June 30, 2024
	Outstanding		Available		Maximum		Credit Type	Renewal Date
Bank of America	$	10.0	$	50.0	$	60.0	Uncommitted	January 24, 2025
PNC Bank		54.8	$	13.2		68.0	Committed	January 31, 2026
CoBank, ACB		7.5		4.5		12.0	Committed	May 20, 2026
	$	72.3	$	67.7	$	140.0

Schedule of Credit Lines and the Weighted Average Interest Rates

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				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Average Daily Amounts Outstanding	$	62,934	$	24,220	$	56,463	$	36,848
Weighted Average Interest Rates		6.43%		6.09%		6.42%		5.75%

Commitments and Contingent Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingent Liabilities [Abstract]

Schedule of Purchased Water Costs

Purchased water costs are shown below:

	(In Thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Treated	$	992	$	1,363	$	1,901	$	2,747
Untreated		861		739		1,711		1,540
Total Costs	$	1,853	$	2,102	$	3,612	$	4,287

Schedule of Operating Lease ROU Assets

Information related to operating lease ROU assets and lease liabilities is as follows:

	(In Millions)
	As of
	June 30, 2024			December 31, 2023
ROU Asset at Lease Inception	$	7.3		$	7.3
Accumulated Amortization		(4.4	)		(4.1	)
ROU Asset	$	2.9		$	3.2

Schedule of Future Minimum Operating Lease Commitments

The Company’s future minimum operating lease commitments as of June 30, 2024 are as follows:

	(In Millions)
2024	$	0.4
2025		0.8
2026		0.9
2027		0.9
2028		0.9
Thereafter		0.9
Total Lease Payments	$	4.8
Imputed Interest		(1.5	)
Present Value of Lease Payments		3.3
Less Current Portion*		(0.6	)
Non-Current Lease Liability	$	2.7

*Included in Other Current Liabilities

Employee Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2024

Employee Benefit Plans [Abstract]

Schedule of Employee Retirement Benefit Plans

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,
	2024			2023			2024			2023

Service Cost	$	318		$	388		$	80		$	98
Interest Cost		1,070			1,067			328			402
Expected Return on Assets		(1,580	)		(1,466	)		(846	)		(771	)
Amortization of Unrecognized Losses		38			164			(275	)		(48	)
Net Periodic (Benefit) Cost*	$	(154	)	$	153		$	(713	)	$	(319	)

	(In Thousands)
	Pension Benefits						Other Benefits
	Six Months Ended June 30,
	2024			2023			2024			2023
Service Cost	$	635		$	776		$	160		$	196
Interest Cost		2,140			2,134			657			804
Expected Return on Assets		(3,161	)		(2,932	)		(1,692	)		(1,542	)
Amortization of Unrecognized Losses		76			328			(549	)		(96	)
Net Periodic (Benefit) Cost*	$	(310	)	$	306		$	(1,424	)	$	(638	)

*Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income (Expense), net.

Revenue Recognition from Contracts with Customers (Tables)

6 Months Ended

Jun. 30, 2024

Revenue Recognition from Contracts with Customers [Abstract]

Schedule of Operating Revenues

The Company’s operating revenues are comprised of the following:

	(In Thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Regulated Tariff Sales
Residential	$	24,736		$	22,653		$	45,066		$	41,657
Commercial		8,584			6,249			14,559			11,627
Industrial		3,639			2,806			6,773			5,645
Fire Protection		3,656			3,145			6,948			6,249
Wholesale		5,208			4,968			9,880			9,521
Non-Regulated Contract Operations		3,293			2,942			6,381			6,172
Total Revenue from Contracts with Customers	$	49,116		$	42,763		$	89,607		$	80,871
Other Regulated Revenues		143			88			205			163
Other Non-Regulated Revenues		117			114			233			226
Inter-segment Elimination		(230	)		(164	)		(375	)		(303	)
Total Revenue	$	49,146		$	42,801		$	89,670		$	80,957

Schedule of Issued Accounting Standards (Details) - Schedule of Issued Accounting Standards	6 Months Ended
	Jun. 30, 2024
Accounting Standards Update 2023-07 [Member]
Schedule of Issued Accounting Standards [Line Items]
Description	The ASU requires disclosure of significant segment expenses, extends certain annual disclosures to interim periods, and additional qualitative disclosures regarding the chief operating decision maker.
Date of adoption	Dec. 31, 2024
Application	Retrospective
Effect on the condensed consolidated financial statements	The Company is currently evaluating the requirements of ASU 2023-07.
Accounting Standards Update 2023-09 [Member]
Schedule of Issued Accounting Standards [Line Items]
Description	The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid. Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months.
Date of adoption	Dec. 31, 2025
Application	Prospective, with retrospective application also permitted.
Effect on the condensed consolidated financial statements	The Company is currently evaluating the requirements of ASU 2023-09.

Rate and Regulatory Matters (Details) - USD ($) $ in Thousands						3 Months Ended		6 Months Ended
	Sep. 30, 2024	Jul. 01, 2024	Jun. 30, 2024	May 26, 2024	Mar. 01, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2022	Nov. 30, 2021
Rate and Regulatory Matters [Line Items]
Approved increase in annual operating revenues						$ 563,100
Return on equity						9.60%
Reclassification from regulatory liabilities			$ 171,315			$ 171,315		$ 171,315		$ 226,725
Depreciation						6,305	$ 6,184	11,701	$ 12,170
Carrying costs								4,100
Previously incurred operating treatment costs			1,400			$ 1,400		1,400
Surcharge for costs incurred			1,200
New Jersey Board of Public Utilities [Member]
Rate and Regulatory Matters [Line Items]
Reclassification from regulatory liabilities										$ 48,300
Depreciation								$ 900
Middlesex Water [Member]
Rate and Regulatory Matters [Line Items]
Escrow account											$ 1,700
Middlesex Water [Member] \| New Jersey Board of Public Utilities [Member]
Rate and Regulatory Matters [Line Items]
Approved increase in annual operating revenues					$ 15,400
Maturity Less than 30 Days [Member] \| Middlesex Water Company [Member]
Rate and Regulatory Matters [Line Items]
Escrow account												$ 1,700
Tidewater [Member]
Rate and Regulatory Matters [Line Items]
Operations and maintenance expense			$ 300
Series of Individually Immaterial Business Acquisitions [Member]
Rate and Regulatory Matters [Line Items]
Annual revenues				$ 500
Subsequent Event [Member] \| Tidewater [Member]
Rate and Regulatory Matters [Line Items]
Revenue		$ 1,600
Forecast [Member] \| Tidewater [Member]
Rate and Regulatory Matters [Line Items]
Operations and maintenance expense	$ 2,100

Capitalization (Details) - USD ($) shares in Thousands			3 Months Ended		6 Months Ended
Capitalization (Details) - USD ($) shares in Thousands	Jul. 31, 2024	May 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Capitalization [Line Items]
Issuance of common stock (in Shares)					9,683	75,764
Shares issued					$ 500,000	$ 5,700,000
Shares of common stock					$ 1,000,000
Borrowing amount			$ 563,100,000
Interest rates		2.00%	6.43%	6.09%	6.42%	5.75%
Remaining availability of funds for borrowing			$ 67,700,000		$ 67,700,000
Carrying instrument amount			230,200,000		230,200,000		$ 231,300,000
Construction carrying amount			21,100,000		21,100,000		$ 21,300,000
Long-Term Debt [Member]
Capitalization [Line Items]
Drawn amount			4,900,000		4,900,000
SRF Loans [Member]
Capitalization [Line Items]
Remaining availability of funds for borrowing			$ 8,300,000		8,300,000
Subsequent Event [Member]
Capitalization [Line Items]
SRF loan	$ 2,200,000
Percentage of loan interest rate	0.00%
New Jersey Infrastructure Bank [Member]
Capitalization [Line Items]
Borrowing amount					$ 300,000,000
Long term securitized loan interest rate			0.00%		0.00%
Tidewater [Member]
Capitalization [Line Items]
Loans totaling		$ 5,600,000

Capitalization (Details) - Schedule of Carrying Amount and Fair Value of the FMBs - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Carrying Amount and Fair Value of the FMBs [Abstract]
Carrying Amount	$ 132,619	$ 133,374
Fair Value	$ 129,574	$ 131,745

Earnings Per Share (Details)	Jun. 30, 2024 $ / shares
Earnings Per Share [Abstract]
Convertible preferred stock price	$ 7

Earnings Per Share (Details) - Schedule of Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
EPS Income [Member]
Schedule of Earnings Per Share [Line Items]
Net Income	$ 10,546	$ 9,901	$ 21,228	$ 15,767
Preferred Dividend	(30)	(30)	(60)	(60)
Earnings Applicable to Common Stock	$ 10,516	$ 9,871	$ 21,168	$ 15,707
Basic EPS (in Dollars per share)	$ 0.59	$ 0.56	$ 1.19	$ 0.89
Diluted:
Earnings Applicable to Common Stock	$ 10,516	$ 9,871	$ 21,168	$ 15,707
$7.00 Series Preferred Dividend	17	17	34	34
Adjusted Earnings Applicable to Common Stock	$ 10,533	$ 9,888	$ 21,202	$ 15,741
Diluted EPS (in Dollars per share)	$ 0.59	$ 0.55	$ 1.18	$ 0.88
EPS Shares [Member]
Schedule of Earnings Per Share [Line Items]
Net Income	$ 17,829	$ 17,713	$ 17,824	$ 17,683
Earnings Applicable to Common Stock	17,829	17,713	17,824	17,683
Diluted:
Earnings Applicable to Common Stock	17,829	17,713	17,824	17,683
$7.00 Series Preferred Dividend	115	115	115	115
Adjusted Earnings Applicable to Common Stock	$ 17,944	$ 17,828	$ 17,939	$ 17,798

Earnings Per Share (Details) - Schedule of Earnings Per Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
EPS Income [Member]
Schedule of Earnings Per Share [Line Items]
Preferred Dividend	$ 7	$ 7	$ 7	$ 7
EPS Shares [Member]
Schedule of Earnings Per Share [Line Items]
Preferred Dividend	$ 7	$ 7	$ 7	$ 7

Business Segment Data (Details)	6 Months Ended
Business Segment Data (Details)	Jun. 30, 2024 Segments
Business Segment Data [Abstract]
Reportable segment	2

Business Segment Data (Details) - Schedule of Inter-Segment Transactions - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenues:
Consolidated Revenues	$ 49,146		$ 42,801		$ 89,670	$ 80,957
Operating Income:
Consolidated Operating Income	15,315		10,669		25,180	18,157
Net Income:
Consolidated Net Income	10,546	$ 10,682	9,901	$ 5,868	21,228	15,767
Capital Expenditures:
Total Capital Expenditures	14,348		26,120		28,737	50,635
Assets:
Consolidated Assets	1,274,639				1,274,639		$ 1,236,052
Regulated [Member]
Revenues:
Consolidated Revenues	45,966		39,909		83,431	74,862
Operating Income:
Consolidated Operating Income	14,314		9,820		23,315	16,535
Net Income:
Consolidated Net Income	9,826		9,307		19,877	14,631
Capital Expenditures:
Total Capital Expenditures	14,325		26,114		28,701	50,579
Assets:
Consolidated Assets	1,272,096				1,272,096		1,235,549
Non - Regulated [Member]
Revenues:
Consolidated Revenues	3,410		3,056		6,614	6,398
Operating Income:
Consolidated Operating Income	1,001		849		1,865	1,622
Net Income:
Consolidated Net Income	720		594		1,351	1,136
Capital Expenditures:
Total Capital Expenditures	23		6		36	56
Assets:
Consolidated Assets	9,645				9,645		8,068
Inter-segment Elimination [Member]
Revenues:
Consolidated Revenues	(230)		$ (164)		(375)	$ (303)
Assets:
Consolidated Assets	$ (7,102)				$ (7,102)		$ (7,565)

Short-Term Borrowings (Details) $ in Millions	6 Months Ended
Short-Term Borrowings (Details) $ in Millions	Jun. 30, 2024 USD ($)
Short-term Borrowings [Line Items]
Lines of credit	$ 140.0
Outstanding amount	10.0
Proceeds from borrowings	$ 63.6
CoBank [Member]
Short-term Borrowings [Line Items]
weighted average interest rate	6.51%

Short-Term Borrowings (Details) - Schedule of Lines of Credit $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Bank Lines of Credit [Line Items]
Outstanding	$ 72.3
Available	67.7
Maximum	140.0
Bank of America [Member]
Schedule of Bank Lines of Credit [Line Items]
Outstanding	10.0
Available	50.0
Maximum	$ 60.0
Credit Type	Uncommitted
Renewal Date	Jan. 24, 2025
PNC Bank [Member]
Schedule of Bank Lines of Credit [Line Items]
Outstanding	$ 54.8
Available	13.2
Maximum	$ 68.0
Credit Type	Committed
Renewal Date	Jan. 31, 2026
CoBank [Member]
Schedule of Bank Lines of Credit [Line Items]
Outstanding	$ 7.5
Available	4.5
Maximum	$ 12.0
Credit Type	Committed
Renewal Date	May 20, 2026

Short-Term Borrowings (Details) - Schedule of Credit Lines and the Weighted Average Interest Rates - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	May 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Credit Lines and the Weighted Average Interest Rates [Abstract]
Average Daily Amounts Outstanding		$ 62,934	$ 24,220	$ 56,463	$ 36,848
Weighted Average Interest Rates	2.00%	6.43%	6.09%	6.42%	5.75%

Commitments and Contingent Liabilities (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) gal l	Jun. 30, 2023 USD ($)
Commitments and Contingent Liabilities [Line Items]
Average purchase of gallons \| l	47
Estimated incremental borrowing rate	4.03%
Rental expenses under operating leases \| $	$ 0.4	$ 0.2
Estimated obligation expenditure \| $	$ 13.0
Purchase Commitment [Member]
Commitments and Contingent Liabilities [Line Items]
Purchase commitment expiration date of contract	Nov. 30, 2048
Water Supply [Member]
Commitments and Contingent Liabilities [Line Items]
Average purchase of gallons \| gal	27,000,000
NJBPU Regulated water [Member]
Commitments and Contingent Liabilities [Line Items]
Purchase commitment expiration date of contract	Feb. 27, 2026
Average purchase of gallons \| l	3
Treated Water [Member]
Commitments and Contingent Liabilities [Line Items]
Average purchase of gallons \| gal	60,000,000

Commitments and Contingent Liabilities (Details) - Schedule of Purchased Water Costs - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Purchased Water Costs [Abstract]
Treated	$ 992	$ 1,363	$ 1,901	$ 2,747
Untreated	861	739	1,711	1,540
Total Costs	$ 1,853	$ 2,102	$ 3,612	$ 4,287

Commitments and Contingent Liabilities (Details) - Schedule of Operating Lease ROU Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Operating Lease ROU Assets [Abstract]
ROU Asset at Lease Inception	$ 7,300	$ 7,300
Accumulated Amortization	(4,400)	(4,100)
ROU Asset	$ 2,872	$ 3,185

Commitments and Contingent Liabilities (Details) - Schedule of Future Minimum Operating Lease Commitments
$ in Millions

Jun. 30, 2024

USD ($)

Schedule of Future Minimum Operating Lease Commitments [Abstract]

$ 0.4

0.8

0.9

0.9

0.9

0.9

4.8

(1.5)

Present Value of Lease Payments

3.3

Less Current Portion

(0.6)

^[1]

Non-Current Lease Liability

$ 2.7

[1]	Included in Other Current Liabilities

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2024
Employee Benefit Plans [Line Items]
Contributions to the pension plan	$ 2.0	$ 2.0
Cash contributions		$ 0.9

Employee Benefit Plans (Details) - Schedule of Employee Retirement Benefit Plans - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Pension Benefits [Member]

Schedule of Employee Retirement Benefit Plans [Line Items]

Service Cost

$ 318

$ 388

$ 635

$ 776

Interest Cost

1,070

1,067

2,140

2,134

Expected Return on Assets

(1,580)

(1,466)

(3,161)

(2,932)

Amortization of Unrecognized Losses

164

328

Net Periodic (Benefit) Cost

^[1]

(154)

153

(310)

306

Other Benefits [Member]

Schedule of Employee Retirement Benefit Plans [Line Items]

Service Cost

160

196

Interest Cost

328

402

657

804

Expected Return on Assets

(846)

(771)

(1,692)

(1,542)

Amortization of Unrecognized Losses

(275)

(48)

(549)

(96)

Net Periodic (Benefit) Cost

^[1]

$ (713)

$ (319)

$ (1,424)

$ (638)

[1]	Service cost is included Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income (Expense), net.

Revenue Recognition from Contracts with Customers (Details) - Schedule of Operating Revenues - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Regulated Tariff Sales
Non-Regulated Contract Operations	$ 3,293	$ 2,942	$ 6,381	$ 6,172
Total Revenue from Contracts with Customers	49,116	42,763	89,607	80,871
Other Regulated Revenues	143	88	205	163
Other Non-Regulated Revenues	117	114	233	226
Inter-segment Elimination	(230)	(164)	(375)	(303)
Total Revenue	49,146	42,801	89,670	80,957
Residential [Member]
Regulated Tariff Sales
Regulated Tariff Sales	24,736	22,653	45,066	41,657
Commercial [Member]
Regulated Tariff Sales
Regulated Tariff Sales	8,584	6,249	14,559	11,627
Industrial [Member]
Regulated Tariff Sales
Regulated Tariff Sales	3,639	2,806	6,773	5,645
Fire Protection [Member]
Regulated Tariff Sales
Regulated Tariff Sales	3,656	3,145	6,948	6,249
Wholesale [Member]
Regulated Tariff Sales
Regulated Tariff Sales	$ 5,208	$ 4,968	$ 9,880	$ 9,521

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Grafico Azioni Middlesex Water (NASDAQ:MSEX)
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