Employee Benefit Plans | Note 7 - Employee Benefit Plans Pension Benefits The Company’s 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 can participate in a defined contribution profit sharing plan that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation. In order to be eligible for contribution, the eligible employee must be employed by the Company on December 31 st Other Benefits The Company’s Other Benefits Plan covers substantially all of its current retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance. Regulatory Treatment of Over/Underfunded Retirement Obligations Because the Company is subject to rate regulation in the states in which it operates, it is required to maintain its accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance of ASC 980, Regulated Operations Regulated Operations Compensation – Retirement Benefits The Company uses a December 31 measurement date for all of its employee benefit plans. The tables below set forth information relating to the Company’s Pension Plan and Other Benefits Plan for 2024 and 2023. (In Thousands) Pension Plan Other Benefits Plan Years Ended December 31, 2024 2023 2024 2023 Change in Projected Benefit Obligation: Beginning Balance $ 91,853 $ 87,788 $ 28,000 $ 32,909 Service Cost 1,270 1,551 320 391 Interest Cost 4,280 4,270 1,313 1,608 Actuarial (Gain) Loss (5,478 ) 1,966 (486 ) (5,968 ) Benefits Paid (4,424 ) (3,722 ) (946 ) (940 ) Ending Balance $ 87,501 $ 91,853 $ 28,201 $ 28,000 (In Thousands) Pension Plan Other Benefits Plan Years Ended December 31, 2024 2023 2024 2023 Change in Fair Value of Plan Assets: Beginning Balance $ 92,346 $ 84,828 $ 48,352 $ 44,029 Actual Return on Plan Assets 7,976 10,840 4,675 4,323 Employer Contributions 2,750 400 946 940 Benefits Paid (4,424 ) (3,722 ) (946 ) (940 ) Ending Balance $ 98,648 $ 92,346 $ 53,027 $ 48,352 Funded Status $ 11,147 $ 494 $ 24,826 $ 20,352 (In Thousands) Pension Plan Other Benefits Plan As of December 31, 2024 2023 2024 2023 Amounts Recognized in the Consolidated Balance Sheets consist of: Current Liability $ 883 $ 933 $ — $ — Noncurrent Asset (12,030 ) (1,427 ) (24,826 ) (20,352 ) Net Asset Recognized $ (11,147 ) $ (494 ) $ (24,826 ) $ (20,352 ) (InThousands) Pension Plan Other Benefits Plan Years Ended December 31, 2024 2023 2022 2024 2023 2022 Components of Net Periodic Benefit Cost Service Cost $ 1,270 $ 1,551 $ 2,362 $ 320 $ 391 $ 799 Interest Cost 4,280 4,270 3,042 1,313 1,608 1,325 Expected Return on Plan Assets (6,322 ) (5,865 ) (7,041 ) (3,384 ) (3,082 ) (3,547 ) Amortization of Net Actuarial Loss (Gain) 153 658 1,674 (1,098 ) (191 ) — Net Periodic Benefit Cost* $ (619 ) $ 614 $ 37 $ (2,849 ) $ (1,274 ) $ (1,423 ) * Amounts that are expected to be amortized from Regulatory Assets into Net Periodic Benefit Cost in 2025 are as follows: (In Thousands) Pension Other Actuarial Loss (Gain) $ 50 $ (1,127 ) The discount rate and compensation increase rate for determining our postretirement benefit plans’ benefit obligations and costs as of and for the years ended December 31, 2024, 2023 and 2022, respectively, are as follows: Pension Plan Other Benefits Plan 2024 2023 2022 2024 2023 2022 Weighted Average Assumptions: Expected Return on Plan Assets 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% Discount Rate for: Benefit Obligation 5.47% 4.79% 4.98% 5.49% 4.79% 4.98% Benefit Cost 4.79% 4.98% 2.72% 4.79% 4.98% 2.72% Compensation Increase for: Benefit Obligation 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% Benefit Cost 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% The compensation increase assumption for the Other Benefits Plan is attributable to life insurance provided to qualifying employees upon their retirement. The insurance coverage will be determined based on the employee’s base compensation as of their retirement date. The Company utilizes the Society of Actuaries’ mortality table (Pri-2012) (Mortality Improvement Scale MP2021). For the 2024 valuation, costs and obligations for our Other Benefits Plan assumed a 8.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2024 with the annual rate of increase declining 0.15% per year for 2025-2044, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5.0% by year 2045. A one-percentage point change in assumed healthcare cost trend rates would have the following effects on the Other Benefits Plan: (In Thousands) 1 Percentage Point Increase Decrease Effect on Current Year Service and Interest Costs $ 228 $ (184 ) Effect on Projected Benefit Obligation $ 3,434 $ (2,824 ) The following benefit payments, which reflect expected future service, are expected to be paid: (In Thousands) Year Pension Plan Other Benefits Plan 2025 $ 5,412 $ 1,303 2026 5,399 1,368 2027 5,479 1,410 2028 5,595 1,444 2029 5,581 1,541 2030-2034 29,746 8,682 Totals $ 57,212 $ 15,748 Benefit Plans Assets The allocation of plan assets at December 31, 2024 and 2023 by asset category is as follows: Pension Plan Other Benefits Plan Asset Category 2024 2023 Target 2024 2023 Target Equity Securities 31.8% 58.1% 30% 65.2% 60.9% 43% Debt Securities 67.9% 39.6% 68% 33.0% 36.1% 50% Cash 0.3% 0.7% 2% 1.8% 3.0% 2% Real Estate/Commodities 0.0% 1.6% 0% 0.0% 0.0% 5% Total 100.0% 100.0% 100.0% 100.0% Two outside investment firms each manage a portion of the Pension Plan asset portfolio. One of those investment firms also manages the Other Benefits Plan asset portfolio. Quarterly meetings are held between the Company’s Pension Committee of the Board of Directors and the investment managers to review their performance and asset allocation. If the actual asset allocation is outside the targeted range, the Pension Committee reviews current market conditions and advice provided by the investment managers to determine the appropriateness of rebalancing the portfolio. The objective of the Company is to maximize the long-term return on retirement plan assets, relative to a reasonable level of risk, maintain a diversified investment portfolio and maintain compliance with the Employee Retirement Income Security Act of 1974. The expected long-term rate of return is based on the various asset categories in which plan assets are invested and the current expectations and historical performance for these categories. Fair Value Measurements Accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: ● Level 1 – Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in accessible active markets. ● Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability. ● Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Certain investments in cash and cash equivalents, equity securities, and commodities are valued based on quoted market prices in active markets and are classified as Level 1 investments. Certain investments in cash and cash equivalents, equity securities and fixed income securities are valued using prices received from pricing vendors that utilize observable inputs and are therefore classified as Level 2 investments. The following tables present Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy: (In Thousands) As of December 31, 2024 Level 1 Level 2 Level 3 Total Mutual Funds $ 31,187 $ — $ — $ 31,187 Money Market Funds 293 — — 293 Common Equity Securities 195 — — 195 Corporate Bonds 42,974 — — 42,974 Agency/US Debt 19,041 — — 19,041 Sovereign/Non-US Debt 4,958 — — 4,958 Total Investments $ 98,648 $ — $ — $ 98,648 (In Thousands) As of December 31, 2023 Level 1 Level 2 Level 3 Total Mutual Funds $ 71,236 $ — $ — $ 71,236 Money Market Funds 663 — — 663 Common Equity Securities 12,544 — — 12,544 Corporate Bonds 5,091 — — 5,091 Agency/US Debt 1,854 — — 1,854 Sovereign/Non-US Debt 958 — — 958 Total Investments $ 92,346 $ — $ — $ 92,346 The following tables present Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy: (In Thousands) As of December 31, 2024 Level 1 Level 2 Level 3 Total Mutual Funds $ 34,545 $ — $ — $ 34,545 Money Market Funds 977 — — 977 Agency/US/State/Municipal Debt — 17,505 — 17,505 Total Investments $ 35,522 $ 17,505 $ — $ 53,027 (In Thousands) As of December 31, 2023 Level 1 Level 2 Level 3 Total Mutual Funds $ 29,437 $ — $ — $ 29,437 Money Market Funds 1,429 — — 1,429 Agency/US/State/Municipal Debt — 17,486 — 17,486 Total Investments $ 30,866 $ 17,486 $ — $ 48,352 Benefit Plans Contributions For the Pension Plan, Middlesex made total cash contributions of $2.8 million in 2024 and expects to make approximately $0.9 million of cash contributions in 2025. For the Other Benefits Plan, Middlesex made total cash contributions of $0.9 million in 2024 and expects to make approximately $1.0 million of cash contributions in 2025. 401(k) Plan The Company maintains a 401(k) defined contribution plan, which covers substantially all employees (temporary employee needs to complete at least 1,000 hours of service to be eligible). Under the terms of the plan, the Company matches 100% of a participant’s contributions, which do not exceed 1% of a participant’s compensation, plus 50% of a participant’s contributions exceeding 1%, but not more than 6%. The Company’s matching contribution was $0.8 million, $0.8 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. Employees hired after March 31, 2007 are not eligible to participate in the Pension Plan and are generally eligible to participate in a discretionary profit sharing plan administered through the 401(k) plan. In December each year, the Board of Directors may approve that a stated percentage of eligible compensation be contributed to the account of the employee participant in the first quarter of the following year. For those employees still actively employed on December 31, 2024 or retired during the current year, the Company will fund a discretionary contribution of $1.1 million before April 1, 2025, which represents 5.0% of eligible 2024 compensation. For the years ended December 31, 2023 and 2022, the Company made qualifying discretionary contributions of $0.9 million for each year. Stock-Based Compensation The Company maintains a long-term incentive compensation plan for certain management employees where awards are made in the form of restricted common stock. Shares of restricted stock issued under the plan are subject to forfeiture by the employee in the event of termination of employment for any reason within three or five years of the award, as applicable, other than as a result of retirement at normal retirement age, death, disability or change in control. The maximum number of shares authorized for award under the plan is 300,000 shares, of which approximately 70% remain available for issuance. The Company recognizes compensation expense at fair value for the plan awards in accordance with ASC 718, Compensation – Stock Compensation The following table presents awarded but not yet vested share information for the plan: Shares(thousands) Unearned Weighted Balance, January 1, 2022 83 $ 1,931 Granted 11 1,151 $ 105.17 Vested (17 ) Amortization of Compensation expense — (1,350 ) Balance, December 31, 2022 77 1,732 Granted 15 1,165 $ 77.63 Vested (18 ) — Amortization of Compensation expense — (1,854 ) Balance, December 31, 2023 74 1,043 Granted 19 1,003 $ 52.50 Vested (58 ) — Amortization of Compensation expense — (1,140 ) Balance, December 31, 2024 35 $ 906 Unearned compensation is recognized over a period of 4 years. |