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Capitalization
3 Months Ended
Mar. 31, 2022
CAPITALIZATION:  
Capitalization

Note 3 – Capitalization

Common Stock - For the three months ended March 31, 2022 and 2021, the Company received proceeds of $2.9 million and $0.3 million, respectively, for the issuance of shares of its common stock under the Middlesex Water Company Investment Plan (the Investment Plan). On September 1, 2021, the Company began offering shares of its common stock for purchase at a 3% discount to participants in the Investment Plan. The discount offering will continue until 200,000 shares are purchased at the discounted price or August 1, 2022, whichever event occurs first. Through March 31, 2022, 60,096 shares have been purchased through the discounted offering. The discount applies to all common stock purchases made under the Investment Plan, whether by optional cash payment or by dividend reinvestment.

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Long-term Debt - Middlesex currently has two projects that are in the construction loan phase of the New Jersey State Revolving Fund (SRF) program:

1)

In April 2018, the NJBPU approved Middlesex’s request to participate in the New Jersey Infrastructure Bank (NJIB) loan program to fund the construction of a 4.5 mile large-diameter transmission pipeline from the Carl J. Olsen water treatment plant in Edison, New Jersey and interconnect with our distribution system. Middlesex closed on a $43.5 million NJIB interest-free construction loan in August 2018 and completed withdrawal of the proceeds in June 2021; and

2)

In March 2018, the NJBPU approved Middlesex’s request to participate in the NJIB loan program to fund the 2018 RENEW Program, which is an ongoing initiative to rehabilitate or replace water distribution mains in the Middlesex system. Middlesex closed on an $8.7 million interest-free NJIB construction loan in September 2018 and completed withdrawal of the proceeds in October 2019.

The Company anticipates that these two interest-free construction loans will be converted into long-term securitized loans by the NJIB during the second quarter of 2022.

In November 2021, Tidewater received approval from the DEPSC to borrow up to $5.0 million under the Delaware SRF Program for construction of a one million gallon elevated storage tank. Tidewater closed on the $5.0 million loan in December 2021 and began receiving disbursements in January 2022. Through March 31, 2022, Tidewater has drawn a total of $1.3 million and expects borrowing under this loan to continue through mid-2023. The final maturity date on the loan is 2044.

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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, trade receivables, 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) 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)

March 31, 2022

December 31, 2021

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

FMBs

$98,441

$102,282

$98,828

$107,781

It was not practicable to estimate their 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 rate and due date on these series of long-term debt, please refer to those series of long-term debt titled “Amortizing Secured Notes”, “State Revolving Trust Notes”, and “Construction Loans” on the Consolidated Statements of Capital Stock and Long-Term Debt. The carrying amount of these instruments was $212.7 million and $212.3 million at March 31, 2022 and December 31, 2021, respectively. Customer advances for construction have carrying amounts of $23.0 million and $23.5 million at March 31, 2022 and December 31, 2021, 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.