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MIDDLESEX WATER CO - Quarter Report: 2009 June (Form 10-Q)

form10q-101873_msex.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009

OR

¨
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
(State of incorporation)
22-1114430
(IRS employer identification no.)

1500 Ronson Road, Iselin, NJ  08830
(Address of principal executive offices, including zip code)
 
(732) 634-1500
(Registrant's telephone number, including area code)

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 þ  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 o  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer ¨   Accelerated filer þ   Non-accelerated filer ¨   Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨  No þ

The number of shares outstanding of each of the registrant's classes of common stock, as of August 7, 2009: Common Stock, No Par Value: 13,450,977 shares outstanding.

 
 

 


INDEX


PAGE
     
 
     
 
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2
     
 
3
     
 
4
     
 
5
     
15
     
21
     
22
     
 
     
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23
     
23
     
23
     
23
     
24
     
25
     
26


 
 




 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,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Operating Revenues
  $ 23,083     $ 23,035     $ 43,665     $ 43,890  
                                 
Operating Expenses:
                               
Operations
    11,675       10,617       23,531       21,719  
Maintenance
    1,218       1,110       2,405       2,107  
Depreciation
    2,111       1,955       4,196       3,885  
Other Taxes
    2,532       2,528       4,984       5,008  
                                 
Total Operating Expenses
    17,536       16,210       35,116       32,719  
                                 
Operating Income
    5,547       6,825       8,549       11,171  
                                 
Other Income (Expense):
                               
Allowance for Funds Used During Construction
    241       162       482       265  
Other Income
    150       277       328       518  
Other Expense
    (7 )     (113 )     (18 )     (158 )
                                 
Total Other Income, net
    384       326       792       625  
                                 
Interest Charges
    1,766       1,806       3,158       3,323  
                                 
Income before Income Taxes
    4,165       5,345       6,183       8,473  
                                 
Income Taxes
    1,319       1,780       1,976       2,904  
                                 
Net Income
    2,846       3,565       4,207       5,569  
                                 
Preferred Stock Dividend Requirements
    52       62       104       124  
                                 
Earnings Applicable to Common Stock
  $ 2,794     $ 3,503     $ 4,103     $ 5,445  
 
                               
Earnings per share of Common Stock:
                               
Basic
  $ 0.21     $ 0.26     $ 0.31     $ 0.41  
Diluted
  $ 0.21     $ 0.26     $ 0.31     $ 0.41  
                                 
Average Number of
                               
Common Shares Outstanding :
                               
Basic
    13,434       13,269       13,424       13,262  
Diluted
    13,697       13,600       13,687       13,593  
                                 
Cash Dividends Paid per Common Share
  $ 0.1775     $ 0.1750     $ 0.3550     $ 0.3500  
                                 
                                 
                                 
See Notes to Condensed Consolidated Financial Statements.
                         



 
1



MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED  BALANCE SHEETS
(Unaudited )
(In thousands)
 
   
June 30,
   
December 31,
 
ASSETS
 
2009
   
2008
 
UTILITY PLANT:
Water Production
$ 111,873     $ 107,517  
   
Transmission and Distribution
  288,560       283,759  
   
General
  28,406       27,142  
   
Construction Work in Progress
  14,064       11,653  
   
TOTAL
  442,903       430,071  
   
Less Accumulated Depreciation
  73,658       70,544  
   
UTILITY PLANT - NET
  369,245       359,527  
                   
CURRENT ASSETS:
Cash and Cash Equivalents
  3,456       3,288  
   
Accounts Receivable, net
  8,912       9,510  
   
Unbilled Revenues
  5,562       4,822  
   
Materials and Supplies (at average cost)
  1,557       1,475  
   
Prepayments
  1,718       1,481  
   
TOTAL CURRENT ASSETS
  21,205       20,576  
                   
DEFERRED CHARGES
Unamortized Debt Expense
  2,937       2,903  
AND OTHER ASSETS:
Preliminary Survey and Investigation Charges
  6,813       7,187  
   
Regulatory Assets
  31,411       31,910  
   
Operations Contracts Fees Receivable
  3,736       3,708  
   
Restricted Cash
  6,615       7,049  
   
Non-utility Assets - Net
  6,923       6,762  
   
Other
  602       378  
   
TOTAL DEFERRED CHARGES AND OTHER ASSETS
  59,037       59,897  
   
TOTAL ASSETS
$ 449,487     $ 440,000  
                   
CAPITALIZATION AND LIABILITIES
             
CAPITALIZATION:
Common Stock, No Par Value
$ 108,490     $ 107,726  
   
Retained Earnings
  29,416       30,077  
   
TOTAL COMMON EQUITY
  137,906       137,803  
   
Preferred Stock
  3,373       3,375  
   
Long-term Debt
  128,845       118,217  
   
TOTAL CAPITALIZATION
  270,124       259,395  
                   
CURRENT
Current Portion of Long-term Debt
  3,463       17,985  
LIABILITIES:
Notes Payable
  39,010       25,877  
   
Accounts Payable
  4,431       5,689  
   
Accrued Taxes
  8,401       7,781  
   
Accrued Interest
  1,752       2,053  
   
Unearned Revenues and Advanced Service Fees
  845       842  
   
Other
  1,399       1,243  
   
TOTAL CURRENT LIABILITIES
  59,301       61,470  
                   
COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)
             
                   
DEFERRED CREDITS
Customer Advances for Construction
  21,339       22,089  
AND OTHER LIABILITIES:
Accumulated Deferred Investment Tax Credits
  1,343       1,382  
   
Accumulated Deferred Income Taxes
  22,267       21,733  
   
Employee Benefit Plans
  25,866       25,540  
   
Regulatory Liability - Cost of Utility Plant Removal
  6,476       6,197  
   
Other
  499       963  
   
TOTAL DEFERRED CREDITS AND OTHER LIABILITIES
  77,790       77,904  
                   
CONTRIBUTIONS IN AID OF CONSTRUCTION
  42,272       41,231  
   
TOTAL CAPITALIZATION AND LIABILITIES
$ 449,487     $ 440,000  
 
See Notes to Condensed Consolidated Financial Statements.
             

 
2


MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
             
             
   
Six Months Ended June 30,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net Income
  $ 4,207     $ 5,569  
Adjustments to Reconcile Net Income to
               
Net Cash Provided by Operating Activities:
               
Depreciation and Amortization
    4,396       4,208  
Provision for Deferred Income Taxes and ITC
    405       317  
Equity Portion of AFUDC
    (264 )     (138 )
Cash Surrender Value of Life Insurance
    116       115  
Gain on Disposal of Equity Investments
    -       (86 )
Changes in Assets and Liabilities:
               
Accounts Receivable
    571       (493 )
Unbilled Revenues
    (740 )     (1,082 )
Materials & Supplies
    (82 )     (246 )
Prepayments
    (237 )     (294 )
Other Assets
    (638 )     (183 )
Accounts Payable
    (1,258 )     (559 )
Accrued Taxes
    620       531  
Accrued Interest
    (301 )     261  
Employee Benefit Plans
    871       1,207  
Unearned Revenue & Advanced Service Fees
    3       29  
Other Liabilities
    (308 )     (123 )
                 
NET CASH PROVIDED BY OPERATING ACTIVITIES
    7,361       9,033  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
  Utility Plant Expenditures, Including AFUDC of $218 in 2009, $127 in 2008
    (11,943 )     (14,444 )
Restricted Cash
    456       340  
                 
NET CASH USED IN INVESTING ACTIVITIES
    (11,487 )     (14,104 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Redemption of Long-term Debt
    (15,908 )     (795 )
Proceeds from Issuance of Long-term Debt
    12,014       939  
Net Short-term Bank Borrowings
    13,133       10,750  
Deferred Debt Issuance Expenses
    (116 )     (158 )
Restricted Cash
    (22 )     (35 )
Proceeds from Issuance of Common Stock
    762       724  
Payment of Common Dividends
    (4,763 )     (4,640 )
Payment of Preferred Dividends
    (104 )     (124 )
Construction Advances and Contributions-Net
    (702 )     105  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    4,294       6,766  
NET CHANGES IN CASH AND CASH EQUIVALENTS
    168       1,695  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    3,288       2,029  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 3,456     $ 3,724  
                 
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
               
  Utility Plant received as Construction Advances and Contributions
  $ 993     $ 1,312  
  Transfer of Equity Investment to Employee Retirement Benefit Plans
  $ -     $ 132  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
   Cash Paid During the Year for:
               
Interest
  $ 3,484     $ 3,101  
Interest Capitalized
  $ (218 )   $ (127 )
Income Taxes
  $ 1,367     $ 2,707  
                 
See Notes to Condensed Consolidated Financial Statements.
               

 
3

 
MIDDLESEX WATER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK
AND LONG-TERM DEBT
(Unaudited)
(In thousands)
 
       
June 30,
   
December 31,
 
       
2009
   
2008
 
Common Stock, No Par Value
             
Shares Authorized -
40,000              
Shares Outstanding -
2009 - 13,447     $ 108,490     $ 107,726  
  2008 - 13,404                  
                     
Retained Earnings
        29,416       30,077  
                     TOTAL COMMON EQUITY     $ 137,906     $ 137,803  
                     
Cumulative Preference Stock, No Par Value:
                 
Shares Authorized -
100                  
Shares Outstanding -
None
                 
Cumulative Preferred Stock, No Par Value:
                 
Shares Authorized -
134                  
Shares Outstanding -
32                  
Convertible:
                   
Shares Outstanding, $7.00 Series - 14
    $ 1,457     $ 1,457  
Shares Outstanding, $8.00 Series - 7
      816       816  
Nonredeemable:
                   
Shares Outstanding, $7.00 Series - 1
      100       102  
Shares Outstanding, $4.75 Series - 10
      1,000       1,000  
                     TOTAL PREFERRED STOCK     $ 3,373     $ 3,375  
                     
Long-term Debt:
                 
8.05%, Amortizing Secured Note, due December 20, 2021
  $ 2,639     $ 2,695  
6.25%, Amortizing Secured Note, due May 19, 2028
      7,945       8,155  
6.44%, Amortizing Secured Note, due August 25, 2030
      5,927       6,067  
6.46%, Amortizing Secured Note, due September 19, 2031
    6,207       6,347  
6.59%, Amortizing Secured Note, due April 20, 2029
      6,918       -  
7.05%, Amortizing Secured Note, due January 20, 2030
      5,000       -  
4.22%, State Revolving Trust Note, due December 31, 2022
    639       657  
3.30% to 3.60%, State Revolving Trust Note, due May 1, 2025
    3,702       3,689  
3.49%, State Revolving Trust Note, due January 25, 2027
    678       675  
4.03%, State Revolving Trust Note, due December 1, 2026
    921       939  
4.00% to 5.00%, State Revolving Trust Bond, due September 1, 2021
    660       660  
0.00%, State Revolving Fund Bond, due September 1, 2021
    464       500  
3.64%, State Revolving Trust Note, due July 1, 2028
      395       389  
3.64%, State Revolving Trust Note, due January 1, 2028
      138       140  
First Mortgage Bonds:
                 
5.20%, Series S, due October 1, 2022
      12,000       12,000  
5.25%, Series T, due October 1, 2023
      6,500       6,500  
6.40%, Series U, due February 1, 2009
      -       15,000  
5.25%, Series V, due February 1, 2029
      10,000       10,000  
5.35%, Series W, due February 1, 2038
      23,000       23,000  
0.00%, Series X, due September 1, 2018
      529       538  
4.25% to 4.63%, Series Y, due September 1, 2018
      710       710  
0.00%, Series Z, due September 1, 2019
      1,207       1,230  
5.25% to 5.75%, Series AA, due September 1, 2019
      1,675       1,675  
0.00%, Series BB, due September 1, 2021
      1,538       1,566  
4.00% to 5.00%, Series CC, due September 1, 2021
      1,895       1,895  
5.10%, Series DD, due January 1, 2032
      6,000       6,000  
0.00%, Series EE, due September 1, 2024
      6,588       6,693  
3.00% to 5.50%, Series FF, due September 1, 2024
      8,025       8,025  
0.00%, Series GG, due August 1, 2026
      1,595       1,619  
4.00% to 5.00%, Series HH, due August 1, 2026
      1,880       1,880  
0.00%, Series II, due August 1, 2027
      1,683       1,708  
3.40% to 5.00%, Series JJ, due August 1, 2027
      1,750       1,750  
0.00%, Series KK, due August 1, 2028
      1,750       1,750  
5.00% to 5.50%, Series LL, due August 1, 2028
      1,750       1,750  
                     SUBTOTAL LONG-TERM DEBT       132,308       136,202  
                                          Less: Current Portion of Long-term Debt     (3,463 )     (17,985 )
                                                     TOTAL LONG-TERM DEBT     $ 128,845     $ 118,217  
 
See Notes to Condensed Consolidated Financial Statements.


 
4



MIDDLESEX WATER COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Tidewater Environmental Services, Inc. (TESI), 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 (the Company) are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.

The consolidated notes within the 2008 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 financial position as of June 30, 2009, the results of operations for the three month and six month periods ended June 30, 2009 and 2008, and cash flows for the six month periods ended June 30, 2009 and 2008. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2008, has been derived from the Company’s audited financial statements for the year ended December 31, 2008.

Certain reclassifications have been made to the prior year financial statements to conform with the current period presentation.

Recent Accounting Pronouncements – In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162.  SFAS 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, to establish the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with generally accepted accounting principles in the United States. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. We do not expect the adoption of this standard to have an impact on our financial position or results of operations.

In May 2009, the FASB issued SFAS 165, which is effective for reporting periods ending after June 15, 2009. SFAS 165 establishes general standards of accounting for, and disclosure of, events that occur after the statement of financial position date, but before financial statements are issued, or are available to be issued. The Company has evaluated subsequent events through August 7, 2009, which is the date these financial statements were issued.

In April 2009, the FASB issued FASB Staff Position (FSP) No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4).  FASB Statement 157, Fair Value Measurements, defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 provides additional guidance on determining when the volume and

 
5


level of activity for the asset or liability has significantly decreased. The FSP also includes guidance on identifying circumstances when a transaction may not be considered orderly.

FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with Statement 157.

This FSP clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The FSP provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

This FSP is effective for interim and annual reporting periods ending after June 15, 2009 and was adopted as of June 30, 2009. Adoption of this standard had no effect on results of operations, cash flows or financial position.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2).   FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required management to assert it has both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.

In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation and amount of the other-than-temporary impairment recognized in the income statement. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.

This FSP is effective for interim and annual reporting periods ending after June 15, 2009 and was adopted as of June 30, 2009.  Adoption of this standard had no effect on results of operations, cash flows or financial position.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1).  FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual

 
6


financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.

This FSP is effective for interim and annual reporting periods ending after June 15, 2009 and was adopted as of June 30, 2009. Adoption of this standard resulted in the addition of interim disclosures of the fair values of financial instruments, which previously had only been required annually. Adoption of this standard resulted in no change to accounting policies and had no effect on results of operations, cash flows or financial position. See Note 3 for disclosure of the fair value of our debt.
 
In December 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets”.  This FSP amends Statement of Financial Accounting Standards (SFAS) 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009.  The Company is currently reviewing the effect this new pronouncement will have on its consolidated financial statements.
 

Note 2 Rate Matters
 
In accordance with the tariff and underlying contract established for Southern Shores, an annual rate increase of 3% was implemented on January 1, 2009. Under the terms of the contract the increase cannot exceed the lesser of the regional Consumer Price Index or 3%. The contracted rate schedule is set to expire on December 31, 2009. The Company is in the process of renegotiating the contract and the associated rate schedule.
 
Effective January 1, 2009, Tidewater received approval from the Delaware Public Service Commission (PSC) to increase their Distribution System Improvement Charge (DSIC) from 2.94% to 5.25%.  
 
On January 26, 2009, Tidewater filed an application with the PSC seeking permission to increase its base rates by 32.54%. Approximately 5.25% of the requested increase is already collected from customers through the DSIC.  The request was made necessary by increased costs of operations, maintenance and taxes, as well as capital investment of approximately $26.7 million since Tidewater’s last rate filing in April of 2006. Concurrent with the rate filing, Tidewater also submitted a request for a 12.79% interim rate increase subject to refund as allowed under PSC regulations. The interim rate increase includes the 5.25% DSIC rate.  The interim rates of 12.79% were approved by the PSC and went into effect on March 27, 2009 and the DSIC rate was set to zero simultaneously.

On July 1, 2009, Tidewater updated its requested base rate increase to 25.2%.  This decreased request was based on actual results of operations and capital spending since the filing in January, through May 31, 2009, as well as changes in assumptions for projected expenses and capital investment during the period the new rates are expected to be in effect. On July 27, 2009, a settlement was reached amongst the parties that reflects an overall increase of 15.0%. The settlement is expected to be submitted to the PSC during September for final approval.

On July 1, 2009, Middlesex implemented a New Jersey Board of Public Utilities (BPU) approved Purchased Water Adjustment Clause (PWAC) in order to recover increased costs of $1.0 million to purchase untreated water from the New Jersey Water Supply Authority and treated water from a non-affiliated regulated water utility.


 
7


Note 3 – Capitalization
 
Common Stock –During the six months ended June 30, 2009, there were 43,425 common shares (approximately $0.6 million) issued under the Company’s Dividend Reinvestment and Common Stock Purchase Plan (DRP).
 
Long-term Debt – On March 19, 2009, Tidewater closed on a $22.0 million PSC approved loan and immediately used $7.0 million of the available funds to retire short-term debt. Terms for the new long-term debt include an interest rate of 6.59%, final maturity in April 2029 and equal principal payments over the life of the loan.  On June 1, 2009, Tidewater borrowed $5.0 million at a rate of 7.05% with a final maturity in January 2030 and equal principal payments over the life of the loan. Tidewater can borrow the remaining $10.0 million in whole or in increments at its discretion until December 31, 2009, at an interest rate based on market conditions and with a maximum term of twenty years.
 
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 consolidated balance sheets for cash and cash equivalents, marketable securities, and trade receivables and payables approximate their respective fair values due to the short-term maturities of these instruments. The fair value of the Company’s long-term debt relating to first mortgage bonds is based on quoted market prices for similar issues.  The carrying amount and fair market value of the Company’s bonds were as follows:

   
(Thousands of Dollars)
 
   
June 30, 2009
   
December 31, 2008
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Amount
   
Value
   
Amount
   
Value
 
First Mortgage Bonds
  $ 90,075     $ 81,020     $ 105,290     $ 95,171  
State Revolving Bonds
  $ 1,124     $ 1,146     $ 1,160     $ 1,170  
 
For other long-term debt for which there was no quoted market price, it was not practicable to estimate their fair value. The carrying amount of these instruments was $41.1 million at June 30, 2009 and $29.8 million at December 31, 2008. Customer advances for construction have a carrying amount of $21.3 million at June 30, 2009 and $22.1 million at December 31, 2008. 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.
 
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 both the Convertible Preferred Stock $7.00 Series and the Convertible Preferred Stock $8.00 Series.
  
   
(In Thousands Except per Share Amounts)
 
   
Three Months Ended June 30,
 
Basic:
 
2009
   
Shares
   
2008
   
Shares
 
Net Income
  $ 2,846       13,434     $ 3,565       13,269  
Preferred Dividend
    (52 )             (62 )  
 
 
Earnings Applicable to Common Stock
  $ 2,794       13,434     $ 3,503       13,269  
                                 
Basic EPS
  $ 0.21             $ 0.26          
                                 
Diluted:
                               
Earnings Applicable to Common Stock
  $ 2,794       13,434     $ 3,503       13,269  
$7.00 Series Preferred Dividend
    24       167       24       167  
$8.00 Series Preferred Dividend
    14       96       24       164  
Adjusted Earnings Applicable to  Common Stock
  $ 2,832       13,697     $ 3,551       13,600  
                                 
Diluted EPS
  $ 0.21             $ 0.26          


 
8


 
   
(In Thousands Except per Share Amounts)
 
   
Six Months Ended June 30,
 
Basic:
 
2009
   
Shares
   
2008
   
Shares
 
Net Income
  $ 4,207       13,424     $ 5,569       13,262  
Preferred Dividend
    (104 )             (124 )        
Earnings Applicable to Common Stock
  $ 4,103       13,424     $ 5,445       13,262  
                                 
Basic EPS
  $ 0.31             $ 0.41          
                                 
Diluted:
                               
Earnings Applicable to Common Stock
  $ 4,103       13,424     $ 5,445       13,262  
$7.00 Series Preferred Dividend
    49       167       49       167  
$8.00 Series Preferred Dividend
    28       96       48       164  
Adjusted Earnings Applicable to  Common Stock
  $ 4,180       13,687     $ 5,542       13,593  
                                 
Diluted EPS
  $ 0.31             $ 0.41          


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 the States of 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
June 30,
   
Six Months Ended
June 30,
 
Operations by Segments:
2009
   
2008
   
2009
   
2008
 
Revenues:
                       
   Regulated
  $ 20,489     $ 20,538     $ 38,465     $ 38,960  
   Non – Regulated
    2,724       2,607       5,390       5,091  
Inter-segment Elimination
    (130 )     (110 )     (190 )     (161 )
Consolidated Revenues
  $ 23,083     $ 23,035     $ 43,665     $ 43,890  
 
Operating Income:
                               
   Regulated
  $ 5,042     $ 6,346     $ 7,641     $ 10,236  
   Non – Regulated
    505       479       908       935  
Consolidated Operating Income
  $ 5,547     $ 6,825     $ 8,549     $ 11,171  
                                 
Net Income:
                               
   Regulated
  $ 2,514     $ 3,260     $ 3,600     $ 4,961  
   Non – Regulated
    332       305       607       608  
Consolidated Net Income
  $ 2,846     $ 3,565     $ 4,207     $ 5,569  
                                 
Capital Expenditures:
                               
   Regulated
  $ 5,910     $ 7,198     $ 11,934     $ 14,189  
   Non – Regulated
    57       239       9       255  
Total Capital Expenditures
  $ 5,967     $ 7,437     $ 11,943     $ 14,444  


 
9




   
As of
June 30,
2009
   
As of
December 31,
2008
 
Assets:
           
   Regulated
  $ 443,303     $ 433,109  
   Non – Regulated
    11,136       11,537  
Inter-segment Elimination
    (4,952 )     (4,646 )
Consolidated Assets
  $ 449,487     $ 440,000  
 
 
 
 

 
10


Note 6 – Short-term Borrowings

As of June 30, 2009, the Company has established lines of credit aggregating $53.0 million. At June 30, 2009, the outstanding borrowings under these credit lines were $39.0 million at a weighted average interest rate of 1.59%.

The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were $39.2 million and $13.1 at 1.67% and 3.71% for the three months ended June 30, 2009 and 2008, respectively. The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were $37.7 million and $10.3 at 1.85% and 4.11% for the six months ended June 30, 2009 and 2008, respectively.

Interest rates for short-term borrowings under the lines of credit are below the prime rate with no requirement for compensating balances.

Note 7 – Commitments and Contingent Liabilities

Guarantees - USA-PA operates the City of Perth Amboy, New Jersey (Perth Amboy) water and wastewater systems under contract through June 30, 2018. The agreement was effected under New Jersey’s Water Supply Public/Private Contracting Act and the New Jersey Wastewater Public/Private Contracting Act. Under the agreement, USA-PA receives a fixed fee and in addition, a variable fee based on increased system billing. Scheduled fixed fee payments for 2009 are $8.2 million. The fixed fees will increase over the term of the contract to $10.2 million per year.

In connection with the agreement, Perth Amboy, through the Middlesex County Improvement Authority, issued approximately $68.0 million in three series of bonds. Middlesex guaranteed one of those series of bonds, designated the Series C Serial Bonds, in the principal amount of approximately $26.3 million. Perth Amboy guaranteed the two other series of bonds. The Series C Serial Bonds have various maturity dates with the final maturity date on September 1, 2015. As of June 30, 2009, approximately $21.4 million of the Series C Serial Bonds remained outstanding.

Middlesex is obligated to perform under the guarantee in the event notice is received from the Series C Serial Bonds trustee of an impending debt service deficiency. If Middlesex funds any debt service obligations as guarantor, Perth Amboy is required to reimburse the Company. There are other provisions in the agreement that make it unlikely that we would be required to perform under the guarantee, such as scheduled annual rate increases for water and wastewater services as well as rate increases that may be implemented at anytime by Perth Amboy. In the event revenues from customers could not satisfy the reimbursement requirements, Perth Amboy has Ad Valorem taxing powers, which could be used to raise the needed amount.

Water Supply - Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2023, which provides for an average purchase of 27 million gallons per day (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 regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2011, provides for the minimum purchase of 3 mgd of treated water with provisions for additional purchases.

 
11



Purchased water costs are shown below:
 
   
(In Thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Purchased Water
                       
Treated
  $ 566     $ 529     $ 1,107     $ 1,050  
Untreated
    513       516       1,111       1,121  
Total Costs
  $ 1,079     $ 1,045     $ 2,218     $ 2,171  
 
Construction – The Company expects to spend approximately $25.5 million on its construction program in 2009.

Litigation – The Company is a party to legal proceedings in the normal course of business. If, and to the extent, any of these proceedings are ultimately determined to be adverse to the Company, we believe the resolution of any related claims against the company will not have a material adverse effect on the Company’s consolidated financial statements.

Change in Control Agreements – The Company has Change in Control Agreements with its Officers that potentially provide a continuation of compensation and benefits in the event of termination of employment, under certain criteria, in connection with a change in control of the Company.

Note 8 – Employee Retirement Benefit Plans

Pension – The Company has a noncontributory defined benefit pension plan, which covers all employees with more than 1,000 hours of service in a year. Employees hired after March 31, 2007 are not eligible to participate in this plan, but do participate in a defined contribution plan that provides an annual contribution, at the sole discretion of the Company, based upon a percentage of the participants’ compensation. In order to be eligible for a contribution, the eligible employee must be employed by the Company on December 31st of the year to which the award pertains. Year to date, the Company contributed $1.1 million of cash to the plan.  The Company expects to make additional cash contributions of approximately $2.5 million to the defined benefit pension plan over the remainder of the current year. The Company also maintains an unfunded supplemental retirement benefit plan for certain active and retired company Officers, and currently pays $0.3 million in annual benefits to the retired participants.

Postretirement Benefits Other Than Pensions – The Company maintains a postretirement benefit plan other than pensions for substantially all of its retired employees.  Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance. Retiree contributions are dependent on credited years of service. Year to date, the Company contributed $0.5 million of cash to the plan.  The Company expects to make additional cash contributions of approximately $1.5 million to the plan over the remainder of the current year.

 
12


The following table sets forth information relating to the Company’s periodic costs for its retirement plans.

 
(In Thousands)
 
 
Pension Benefits
   
Other Benefits
 
 
Three Months Ended June 30,
 
 
2009
 
2008
   
2009
   
2008
 
                     
Service Cost
$ 343   $ 312     $ 223     $ 194  
Interest Cost
  525     488       272       252  
Expected Return on Assets
  (401 )   (484 )     (149 )     (145 )
Amortization of Unrecognized Losses
  154     -       123       72  
Amortization of Unrecognized Prior Service Cost
  2     2       -       -  
Amortization of Transition Obligation
  -     -       34       34  
Net Periodic Benefit Cost
$ 623   $ 318     $ 503     $ 407  
 
 
(In Thousands)
 
 
Pension Benefits
   
Other Benefits
 
 
Six Months Ended June 30,
 
 
2009
 
2008
   
2009
   
2008
 
                     
Service Cost
$ 686   $ 624     $ 445     $ 387  
Interest Cost
  1,050     975       543       505  
Expected Return on Assets
  (801 )   (969 )     (298 )     (291 )
Amortization of Unrecognized Losses
  308     -       247       144  
Amortization of Unrecognized Prior Service Cost
  5     5       -       -  
Amortization of Transition Obligation
  -     -       68       68  
Net Periodic Benefit Cost
$ 1,248   $ 635     $ 1,005     $ 813  


Note 9 – Stock Based Compensation

The Company maintains an escrow account for 58,775 shares of the Company's common stock which were awarded under the 1997 Restricted Stock Plan, which has expired, and 21,807 shares of the Company's common stock, which were awarded under the 2008 Restricted Stock Plan. Such stock is subject to forfeiture by the employee in the event of termination of employment within five years of the award, other than as a result of retirement, death, disability or change in control. Shareholders approved the 2008 Restricted Stock Plan at the Company’s 2008 annual meeting of shareholders.  The maximum number of shares authorized for grant under the 2008 Restricted Stock Plan is 300,000.

The Company recognizes compensation expense at fair value for its restricted stock awards in accordance with SFAS 123(R), “Shared Based Payment”. Compensation expense is determined by the market value of the stock on the date of the award and is being amortized over a five-year period. Compensation expense for the three months ended June 30, 2009 and 2008 was $0.1 million. Compensation expense for the six months ended June 30, 2009 and 2008 was $0.2 million and $0.1 million, respectively. Total unearned compensation related to restricted stock at June 30, 2009 and 2008 was $0.8 and $0.7 million, respectively.

 
13


 
Note 10 – Other Comprehensive Income
 
Comprehensive income was as follows:
 
   
(In Thousands)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Net Income
  $ 2,846     $ 3,565     $ 4,207     $ 5,569  
 
                               
Other Comprehensive Loss:
                               
Change in Value of Equity Investments, Net of Income Tax
    ---       ---       ---       (12 )
Less:  Adjustment for Gain Included in Net Income
    ---       (57 )     ---       (57 )
     Other Comprehensive Loss
    ---       (57 )     ---       (69 )
                                 
Comprehensive Income
  $ 2,846     $ 3,508     $ 4,207     $ 5,500  


 

 
14


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 the Company included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

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.  These statements include, but are not limited to:

 
-
statements as to expected financial condition, performance, prospects and earnings of the Company;
 
-
statements regarding strategic plans for growth;
 
-
statements regarding the amount and timing of rate increases and other regulatory matters;
 
-
statements regarding expectations and events concerning capital expenditures;
 
-
statements as to the Company’s expected liquidity needs during current annual fiscal period and beyond and statements as to the sources and availability of funds to meet its liquidity needs;
 
-
statements as to expected rates, consumption volumes, service fees, revenues, margins, expenses and operating results;
 
-
statements as to the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs;
 
-
statements as to the safety and reliability of the Company’s equipment, facilities and operations;
 
-
statements as to financial projections;
 
-
statements as to the ability of the Company to pay dividends;
 
-
statements as to the Company’s plans to renew municipal franchises and consents in the territories it serves;
 
-
expectations as to the amount of cash contributions to fund the Company’s retirement benefit plans, including statements as to anticipated discount rates and rates of return on plan assets;
 
-
statements as to trends; and
 
-
statements regarding 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:

 
-
the effects of general economic conditions;
 
-
increases in competition in the markets served by the Company;
 
-
the ability of the Company to control operating expenses and to achieve efficiencies in its operations;
 
-
the availability of adequate supplies of water;
 
-
actions taken by government regulators, including decisions on base rate increase requests;
 
-
new or additional water quality standards;
 
-
weather variations and other natural phenomena;
 
-
the existence of attractive acquisition candidates and the risks involved in pursuing those acquisitions;
 
-
acts of war or terrorism;
 
-
significant changes in the housing starts in Delaware;
 
-
the availability and cost of capital resources; and
 
-
other factors discussed elsewhere in this quarterly report.


 
15



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, 2008.

Overview
The Company has operated as a water utility in New Jersey since 1897, and in Delaware, through our wholly-owned subsidiary, Tidewater, since 1992. We are in the business of collecting, treating, distributing and selling water for residential, irrigation, commercial, municipal, industrial and fire protection purposes. We also operate a New Jersey municipal water and wastewater system under contract and provide wastewater services in New Jersey and Delaware through our subsidiaries. Our utility companies are regulated as to rates charged to customers for water and wastewater services in New Jersey and Delaware, as to the quality of service provided and as to certain other matters. Our USA, USA-PA and White Marsh subsidiaries are not regulated utilities.

Our New Jersey water utility system (the Middlesex System) provides water services to approximately 59,800 retail, commercial and fire service customers, primarily in central New Jersey. The Middlesex System also provides water service under contract to municipalities in central New Jersey with a total population of approximately 303,000. Through our subsidiary, USA-PA, we operate the water supply system and wastewater collection system for the City of Perth Amboy, New Jersey. Pinelands Water and Pinelands Wastewater provide water and wastewater services to residents in Southampton Township, New Jersey.

Tidewater and Southern Shores provide water services to approximately 32,800 retail customers in New Castle, Kent, and Sussex Counties, Delaware. Our TESI subsidiary provides regulated wastewater service to approximately 1,900 residential retail customers. White Marsh serves approximately 7,100 customers under unregulated operating contracts with various owners of small water and wastewater systems in Kent and Sussex Counties.

USA provides customers both inside and outside of our service territories a service line maintenance program called LineCareSM. We offer a similar program for wastewater customers called LineCare+SM.

The majority of our revenue is generated from regulated water services to customers in our franchise areas. We record water service revenue as such service is rendered and include estimates for amounts unbilled at the end of the period for services provided since the end of the last billing cycle. Fixed service charges are billed in advance by our subsidiary, Tidewater, and are recognized in revenue as the service is provided.
 
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 evident in the discussions below which compare our results of operations with prior periods.


 
16



Recent Developments

Rate Increases
 
In accordance with the tariff and underlying contract established for Southern Shores, an annual rate increase of 3% was implemented on January 1, 2009. Under the terms of the contract, the increase cannot exceed the lesser of the regional Consumer Price Index or 3%. The contracted rate schedule is set to expire on December 31, 2009. The Company is in the process of renegotiating the contract and the associated rate schedule.
 
Effective January 1, 2009, Tidewater received approval from the Delaware Public Service Commission (PSC) to increase their Distribution System Improvement Charge (DSIC) from 2.94% to 5.25%.  
 
On January 26, 2009, Tidewater filed an application with the PSC seeking permission to increase base rates by 32.54%. Approximately 5.25% of the requested increase is already collected from customers through the DSIC.  The request was made necessary by increased costs of operations, maintenance and taxes, as well as capital investment of approximately $26.7 million since our last rate filing in April of 2006. Concurrent with the rate filing, Tidewater also submitted a request for a 12.79% interim rate increase, subject to refund, as allowed under PSC regulations. The interim rate increase includes the 5.25% DSIC rate. The interim rates of 12.79% were approved by the PSC and went into effect on March 27, 2009 and the DSIC rate was set to zero simultaneously.

On July 1, 2009, Tidewater updated its requested base rate increase to 25.2%.  This decreased request was based on actual results of operations and capital spending since the filing in January, through May 31, 2009, as well as changes in assumptions for projected expenses and capital investment during the period the new rates are expected to be in effect.  On July 27, 2009, a settlement was reached amongst the parties that reflects an overall increase of 15.0%.  The settlement is expected to be submitted to the PSC during September for final approval. There can be no assurance that the settlement will be approved in whole or in part, by the PSC.

On July 1, 2009, Middlesex implemented a New Jersey Board of Public Utilities (BPU) approved Purchased Water Adjustment Clause (PWAC) in order to recover increased costs of $1.0 million to purchase untreated water from the New Jersey Water Supply Authority and treated water from a non-affiliated regulated water utility.

Middlesex expects to file a base rate increase petition with the BPU during the third quarter of 2009.  The filing is expected to include approximately $25.0 million of additional capital invested in utility plant since  base rates were last established in 2007.  In addition, as more fully described under Operating Results by Segment,  revenues from commercial and industrial (C&I) customers have declined and costs for retirement benefit plans and other operating needs have increased. There can be no assurance that the ultimate rate increase requested will be approved in whole or in part, by the BPU.  It is unlikely that any base rate filing by Middlesex would be concluded in 2009.
 
Operating Results by Segment

The Company has two operating segments, Regulated and Non-Regulated. Our Regulated segment contributed 89% of total revenues and 88% of net income for the three months ended June 30, 2009. This segment contributed 89% of total revenues and 91% of net income over the same three month period ended June 30, 2008. The discussion of the Company’s results of operations is on a consolidated basis, and includes significant factors by subsidiary. The segments in the tables included below consist of the following companies: Regulated-Middlesex, Tidewater, Pinelands, Southern Shores, and TESI; Non-Regulated- USA, USA-PA, and White Marsh.


 
17



Results of Operations – Three Months Ended June 30, 2009


   
(In Thousands)
 
   
Three Months Ended June 30,
 
   
2009
   
2008
 
   
Regulated
   
Non-
Regulated
   
Total
   
Regulated
   
Non-
Regulated
   
Total
 
Revenues
  $ 20,489     $ 2,594     $ 23,083     $ 20,538     $ 2,497     $ 23,035  
Operations and maintenance expenses
    10,898       1,995       12,893       9,796       1,931       11,727  
Depreciation expense
    2,076       35       2,111       1,926       29       1,955  
Other taxes
    2,473       59       2,532       2,470       58       2,528  
  Operating income
    5,042       505       5,547       6,346       479       6,825  
                                                 
Other income, net
    293       91       384       239       87       326  
Interest expense
    1,713       53       1,766       1,752       54       1,806  
Income taxes
    1,108       211       1,319       1,573       207       1,780  
  Net income
  $ 2,514     $ 332     $ 2,846     $ 3,260     $ 305     $ 3,565  

Operating revenues for the three months ended June 30, 2009 increased by less than $0.1 million from the same period in 2008. Revenues in our Middlesex system decreased $0.3 million as a result of lower water consumption across all customer classes. During the second quarter, we experienced a 7.0% decline in water use by our general retail metered customers, compared to the same period last year, which includes C&I customers. Several of the larger industrial customers’ consumption demands have declined due to reduced output from their individual production processes.  We have also seen a decline in consumption from our commercial customers, which are generally office facilities, hotel and other guest facilities and multi-family residential facilities.  A number of our C&I customers have communicated to us that they are unable to determine when their water demands may return to previous levels, or if the declines will continue indefinitely. Also negatively impacting consumption during the quarter was unseasonably cool, wet weather patterns in the mid-Atlantic region. Consumption revenues in our Tidewater system decreased by $0.5 million, largely assumed to be attributable to those weather patterns.  Interim rates, as described above, that were effective in March 2009, and customer growth, increased Tidewater revenues by $0.7 million. Revenues from our Perth Amboy operations contract rose $0.2 million due to higher pass-through charges and scheduled management fee increases. There was an equal amount of higher expenses offsetting higher revenue associated with pass-through charges.

Operation and maintenance expenses for the three months ended June 30, 2009 increased $1.2 million or 9.9%.  Labor costs increased $0.3 million due to increases in wages and resources necessary to meet the growing needs of our Delaware service territory. Expenses for our qualified employee retirement benefit plans increased by $0.4 million compared to the second quarter of 2008.  Our 2009 actuarial valuations indicate that expenses for our benefit plans could increase by up to $0.8 million for the remainder of 2009, as compared to

 
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the same period in 2008. The portion of the increase that will ultimately be recorded as Operating Expense in 2009 will be dependent upon the portion of the total that will be allocated to capital projects.

Although water production had declined in the second quarter in our Middlesex system due to unfavorable weather patterns and economic conditions, our costs for chemicals and residuals disposals were $0.3 million higher than the same period in 2008.  These increases were due to a combination of: 1) unit cost rate increases and: 2) lower quality of untreated water as influenced by the significant rainfall during the second quarter of 2009.  Operating costs for USA-PA increased $0.1 million due to higher pass through-charges.  All other expense categories increased $0.1 million.

Depreciation expense increased by $0.2 million, or 8.0%, primarily as a result of a higher level of utility plant. Since June 30, 2008, utility plant in service balance has increased by $31.4 million.

Income taxes decreased $0.5 million as a result of decreased operating income as compared to the prior year.

Net income declined by $0.7 million from $3.6 million to $2.9 million. Basic and diluted earnings per share decreased to $0.21 for the three months ended June 30, 2009 compared to $0.26 for the same period in 2008.  
 
Results of Operations – Six Months Ended June 30, 2009
 
   
(In Thousands)
 
   
Six Months Ended June 30,
 
   
2009
   
2008
 
   
Regulated
   
Non-
Regulated
   
Total
   
Regulated
   
Non-
Regulated
   
Total
 
Revenues
  $ 38,465     $ 5,200     $ 43,665     $ 38,960     $ 4,930     $ 43,890  
Operations and maintenance expenses
    21,835       4,101       25,936       20,005       3,821       23,826  
Depreciation expense
    4,125       71       4,196       3,827       58       3,885  
Other taxes
    4,864       120       4,984       4,892       116       5,008  
  Operating income
    7,641       908       8,549       10,236       935       11,171  
                                                 
Other income, net
    604       188       792       416       209       625  
Interest expense
    3,049       109       3,158       3,198       125       3,323  
Income taxes
    1,596       380       1,976       2,493       411       2,904  
  Net income
  $ 3,600     $ 607     $ 4,207     $ 4,961     $ 608     $ 5,569  
 
Operating revenues for the six months ended June 30, 2009 decreased $0.2 million or less than 1.0% from the same period in 2008.  Revenues in our Middlesex system decreased $1.0 million as a result of lower water consumption across all customer classes. We experienced a 6.7% decline in water use by our general retail metered customers compared to the same period in 2008. Consumption revenues in our Tidewater system decreased by $0.6 million due to unfavorable weather patterns.  DSIC rates and interim rates, as described above, that were effective January 1, 2009 and March 27, 2009, respectively, and customer growth, increased Tidewater revenues by $0.9 million. USA-PA’s fees for managing the Perth Amboy water and wastewater systems were $0.3 million higher than the same period in 2008, due mostly to higher pass-through charges and scheduled management fee increases. There was an equal amount of higher expenses offsetting higher revenue

 
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associated with pass-through charges. Revenues from our regulated wastewater operations in Delaware increased $0.1 million due to customer growth. All other operations accounted for $0.1 million of additional revenues.

Operation and maintenance expenses increased $2.1 million or 8.9%. Labor costs increased $0.6 million due to: 1) increases in wages and resources necessary to meet the growing needs of our Delaware service territory, and: 2) increased overtime incurred in connection with a higher incidence of water main breaks and leaks in our Middlesex system. Expenses for our qualified employee retirement benefit plans increased by $0.5 million compared to the same period in 2008 largely attributable to the performance related decline in the benefit plans assets.

Although water production was down in our Middlesex system due to unfavorable weather patterns and economic conditions, our costs for chemicals and residuals disposals were $0.3 million higher than the same period in 2008. These increases are due to a combination of: 1) unit cost rate increases and: 2) lower quality of untreated water as influenced by the rainfall during the second quarter of 2009.  An increase in our uncollectible accounts reserve to reflect current economic conditions resulted in additional expense of $0.1 million. We incurred additional inspection fees of $0.1 million for our LineCare program in the first six months of 2009 compared to the same period in 2008. Operating costs for USA-PA increased $0.3 million due to higher pass-through charges. All other expense categories increased $0.2 million.

Depreciation expense increased $0.3 million or 8.0% due to the higher level of utility plant in service.

Total Other Income, net increased $0.2 million due to increased Allowance for Funds Used During Construction from higher capitalized interest resulting from our ongoing capital program.

Interest expense decreased $0.2 million, primarily due to a substantial decline in interest rates on short-term borrowings compared to the prior year period. The weighted average interest rate on borrowings was 1.85% for the first six months of 2009 compared to 4.11% for the same period in 2008.
 
Income taxes decreased $0.9 million as a result of decreased operating income as compared to the prior year.

Net income decreased $1.4 million or 24.5%. Basic and diluted earnings per share decreased to $0.31 for the six months ended June 30, 2009 compared to $0.41 for the same period in 2008.


Liquidity and Capital Resources

Cash flows from operations are largely dependent on three factors: the impact of weather on water sales, adequate and timely rate increases, and customer growth. The effect of those factors on net income is discussed in results of operations. For the six months ended June 30, 2009 and 2008, cash flows from operating activities were $7.4 million and $9.0 million, respectively. As described more fully in the Results of Operations section above, lower earnings was the primary reason for the decrease in cash flow.  The $7.4 million of net cash flow from operations enabled us to fund approximately 62% of our utility plant expenditures internally for the period, with the remainder funded by bank lines of credit and other loan commitments.

 
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The capital spending program for 2009 is currently estimated to be $25.5 million.  Through June 30, 2009, we have expended $11.9 million. For the remainder of 2009 we expect to incur $13.6 million of costs.  We expect to spend an additional $4.6 million for additions and improvements to our Delaware water systems; $0.7 million for infrastructure additions for our Delaware wastewater systems; $0.9 million towards implementation of a Company-wide information system upgrade and $0.4 million for other information systems equipment and software. The capital program also includes an additional $7.0 million to be incurred over the remainder of 2009 for scheduled upgrades and replacements related to existing utility infrastructure in New Jersey.  These projected expenditures include: $1.4 million for improvements to existing plant, $4.2 million for water mains, $0.5 million for water service lines, $0.3 million for water meters, $0.2 million for fire hydrants and $0.4 million for other infrastructure needs.

To fund our capital program in 2009, we have utilized internally generated funds, and short-term and long-term debt.  If needed, we will also borrow additional funds through $53.0 million of available lines of credit with several financial institutions. As of June 30, 2009, $39.0 million was outstanding against the lines of credit.

We periodically issue shares of common stock in connection with our dividend reinvestment and stock purchase plan (DRP).  From time to time, we may issue additional equity to reduce short-term indebtedness, fund our capital program, or for other general corporate purposes.

We currently project that we may be required to expend between $55.7 million and $72.6 million for capital projects in 2010 and 2011 combined. The exact amount is dependent on customer growth, residential housing sales and project scheduling.  
 
Beyond 2009, to the extent possible, and because of favorable interest rates available to regulated water utilities, we expect to finance our capital expenditures under the State Revolving Fund loan programs in New Jersey and Delaware. We also expect to use internally generated funds and proceeds from the sale of common stock through the Dividend Reinvestment and Common Stock Purchase Plan.  
 
In addition to the effect of weather conditions on revenues, increases in certain operating costs will impact our liquidity and capital resources. Changes in operating costs and timing of capital projects will have an impact on revenues, earnings, and cash flows and will also impact the timing of filings for future rate increases.
 
We received rate relief for our Pinelands Companies in December 2008 and for Tidewater and Southern Shores on January 1, 2009.  We implemented an interim rate increase on March 27, 2009 for Tidewater in connection with their base rate increase request. We also implemented a Purchased Water Adjustment Clause on July 1, 2009, which is for the recovery of increased purchased water costs for Middlesex. In addition, we are planning to file a petition during the third quarter of 2009 to seek approval to increase base rates for Middlesex customers.
 
Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.
 
Item 3.
Quantitative and Qualitative Disclosures of Market Risk
The Company is subject to the risk of fluctuating interest rates in the normal course of business.  Our capital program is partially financed with 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 Amortizing Secured Notes and First Mortgage Bonds, which have final maturity dates ranging from 2018 to 2038.  Over the next twelve months, approximately $3.5 million of the current portion of twenty-
 

 
21


four existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest of 10% on those borrowings would not have a material effect on earnings.
 
Item 4.
Controls and Procedures
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. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have matreially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.
 
 
 
 

 
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PART II.  OTHER INFORMATION


Item 1.
Legal Proceedings

Reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.  Note 7 to the unaudited Condensed Consolidated Financial Statements for the period ended June 30, 2009, included in Part 1 of this Quarterly Report on Form 10-Q, is hereby incorporated by reference.

Item 1A.
Risk Factors

We expect our revenues to increase from customer growth in Delaware for our regulated water operations and, to a lesser degree, our regulated wastewater operations as a result of the anticipated construction and sale of new housing units in the territories we serve. Although the residential building market in Delaware has experienced growth in recent years, this growth may not continue in the future. If housing starts in the Delaware territories we serve decline further as a result of economic conditions or otherwise, our revenue growth may not meet our expectations and our financial results could be negatively impacted.

Recent economic conditions have negatively impacted the level of water sales to our larger industrial and commercial customers in the Middlesex system.  We are unable to determine when their water demands may return to previous levels, or if the declines will continue indefinitely.  This revenue decline is one of the factors that have prompted an anticipated rate increase petition filing with the BPU during the third quarter by Middlesex. There can be no assurance that the ultimate rate increase requested will be approved in whole or in part, by the BPU. If the BPU modifies, delays, or denies our petition, our revenues will not increase and our earnings will decline unless we are able to reduce costs.


Except as described above, information about risk factors for the six months ended June 30, 2009 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, 2008.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Submission of Matters to a Vote of Security Holders
 
1.
ELECTION OF DIRECTORS:
 
Nominees for Class I term expiring 2012

   
FOR
   
%
   
WITHHOLD
   
%
 
                         
John C. Cutting
    11,183,702       93.4       786,486       6.6  
John P. Mulkerin
    11,126,654       93.0       843,534       7.0  
Dennis W. Doll
    11,203,398       93.6       766,790       6.4  

 
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Item 5.
Other Information

None.



 
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Item 6.
Exhibits
   
Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

Section 906 Certification by Dennis W. Doll pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Section 906 Certification by A. Bruce O’Connor 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/A. Bruce O’Connor
   
    A. Bruce O’Connor
   
     Vice President and
   
 Chief Financial Officer


Date: August 7, 2009
 
 
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