Form 8-K - Current report
03 11월 2023 - 6:01AM
Edgar (US Regulatory)
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2023-11-02
2023-11-02
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
November 2, 2023
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified
in its charter)
New Jersey |
0-422 |
22-1114430 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
incorporation or organization) |
File Number) |
Identification No.) |
485C Route 1 South, Suite 400, Iselin,
New Jersey 08830
(Address of Principal Executive Offices)
(Zip Code)
732-634-1500
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common
Stock |
MSEX |
NASDAQ |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
In Middlesex Water Company’s (the Company) Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed with the Securities and Exchange Commission (the SEC)
on February 24, 2023 (the 2022 Form 10-K), the Company indicated and reported that, based on its assessment at such time, its internal
controls over financial reporting were operating as designed and were effective. The 2022 Form 10-K included Baker Tilly US LLP’s
(Baker Tilly) Report of Independent Registered Public Accounting Firm dated February 24, 2023, that concluded “in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control – Integrated Framework: (2013) issued by COSO.”
Subsequent to the issuance of the Company’s
2022 Form 10-K, the Company’s
independent registered public accounting firm, 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. It has therefore been concluded that automated and manual process
controls dependent on ITGCs were not effective. On November 1, 2023, the Company determined, and Baker Tilly concurred, that the ITGCs
deficiency and the resulting impact on other controls constitutes a material weakness in the Company’s internal control over financial
reporting as of December 31, 2022. As the material weakness was recently determined to exist, remediation has not yet occurred and, therefore,
management has determined that such material weakness persists, including through the subsequent quarterly periods in 2023.
Notwithstanding the newly identified material
weakness referred to above, management, including our principal executive officer and principal financial officer, believe that the
financial statements contained in the 2022 Form 10-K and the Form 10-Qs for the quarterly periods ended March 31, 2023 and June 30,
2023 continue to 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.
On November 1, 2023, the Company was informed by
Baker Tilly that it intends to revise its Report of Independent Registered Public Accounting Firm dated February 24, 2023 to reflect
the newly identified material weakness and that the Company did not maintain effective internal control over financial reporting as
of December 31, 2022.
The Company intends to (1) file an amendment to the
2022 Form 10-K to (i) replace Baker Tilly’s audit report with the revised audit report included in Part II, Item 8 to reflect the
newly identified material weakness as of December 31, 2022, (ii) amend the Company’s disclosure on controls and procedures included
in Part II, Item 9A, and (iii) amend Part IV – Item 15 Exhibits and Financial Statement Schedules to include currently dated certifications
from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 and 906 of the Sarbanes-Oxley
Act of 2002, and (2) amend each of the Form 10-Qs filed by the Company for the quarterly periods ended March 31, 2023 and June 30, 2023
to (i) revise its disclosure on controls and procedures included in Part I Item 4, and (ii) amend Part II – Item 6 Exhibits to include
currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302
and 906 of the Sarbanes-Oxley Act of 2002.
Based on the foregoing, both management’s assessment
and Baker Tilly’s report on internal control over financial reporting as of December 31, 2022, as filed in the 2022 Form 10-K, and
management’s assessment on internal control over financial reporting as of March 31, 2023 and June 30, 2023, should no longer be
relied upon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
MIDDLESEX WATER COMPANY |
(Registrant) |
|
|
|
|
|
/s/A. Bruce O’Connor |
A. Bruce O’Connor |
Sr. Vice President, Treasurer and |
Chief Financial Officer |
Dated: November 2, 2023
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