Business Context and Reporting Period
Company: Middlesex Water Company (MSEX)
Filing Type: Form 8-K (Current Report)
Date of Report: February 28, 2025
Principal Executive Offices: Iselin, New Jersey
Reporting Period: This filing addresses events occurring on February 28, 2025, with effective dates for accounting changes on March 3, 2025.
Key Financial Metrics
This Form 8-K does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The filing is strictly procedural regarding the change of the independent registered public accounting firm.
Material Changes
Dismissal of Independent Registered Public Accounting Firm
- Outgoing Firm: Baker Tilly US, LLP was dismissed effective March 3, 2025.
- Audit History: Audit reports for the years ended December 31, 2024, and 2023 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- Internal Control Issues: The 2023 audit report indicated the Company did not maintain effective internal control over financial reporting due to material weaknesses in:
- Information technology general controls (user access and change management).
- Income tax accounting controls for a non-routine transaction.
- Remediation: The Company states these material weaknesses were remediated in the third quarter of 2024.
- Disagreements: No disagreements with Baker Tilly regarding accounting principles, practices, or auditing scope occurred during 2023, 2024, or the interim period through March 3, 2025.
Appointment of New Independent Registered Public Accounting Firm
- Incoming Firm: PricewaterhouseCoopers LLP (PwC) was appointed effective for the year ending December 31, 2025.
- Conditions: Appointment is subject to PwC completing standard client acceptance procedures.
- Prior Consultations: No consultations with PwC regarding accounting principles, disagreements, or reportable events occurred during the two years ended December 31, 2024, or the interim period through March 3, 2025.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or new risk factors beyond the historical context of the previously disclosed material weaknesses in internal controls, which have been remediated.
Important Facts for Investor Verification
- Verify the effective date of the transition from Baker Tilly to PwC (March 3, 2025).
- Confirm the status of the remediation of the 2023 material weaknesses in IT general controls and income tax accounting as described in the 2024 10-K.
- Review the attached letter from Baker Tilly (Exhibit 99.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Note that the 2025 audit will be conducted by PwC, a different firm than the one that audited the 2023 and 2024 financial statements.