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, ~~2017~~2018

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, New Jersey 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.

Yesþ 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).

Yesþ No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨

Accelerated filerþ

Non-accelerated filer¨

~~Large accelerated filer~~

Smaller reporting company¨

¨ ~~Accelerated filer~~þ ~~Non-accelerated filer~~¨

~~Smaller reporting company~~¨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. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes¨ Noþ

The number of shares outstanding of each of the registrant's classes of common stock, as of July 31, ~~2017:~~2018: Common Stock, No Par Value: ~~16,337,784~~16,392,350 shares outstanding.

INDEX

PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statements of Income	1

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Cash Flows	3

	Condensed Consolidated Statements of Capital Stock and Long-Term Debt	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	1415

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	21

~~Item 4.~~	~~Controls and Procedures~~	22

Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2223

Item 1A.	Risk Factors	2223

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

~~Item 3.~~	~~Defaults upon Senior Securities~~	22

~~Item 4.~~	~~Mine Safety Disclosures~~	22

~~Item 5.~~	~~Other Information~~	22

~~Item 6.~~	~~Exhibits~~	23

Item 3.	Defaults upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	24

Item 6.	Exhibits	24

SIGNATURES		2425

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

~~(In~~(In thousands except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016			2017			2016			2018		2017		2018		2017

Operating Revenues	$	33,014		$	32,725		$	63,145		$	63,304		$	34,919	$	33,014	$	66,096	$	63,145

Operating Expenses:
Operations and Maintenance		16,651			15,789			32,385			31,617			16,825		16,856		34,659		32,795
Depreciation		3,385			3,180			6,693			6,317			3,736		3,385		7,345		6,693
Other Taxes		3,415			3,428			6,724			6,740			3,637		3,415		7,021		6,724

Total Operating Expenses		23,451			22,397			45,802			44,674			24,198		23,656		49,025		46,212

Operating Income		9,563			10,328			17,343			18,630			10,721		9,358		17,071		16,933

Other Income (Expense):
Allowance for Funds Used During Construction		180			119			299			180			214		180		381		299
Other Income		47			25			53			73
Other Expense		(22	)		(7	)		(27	)		(26	)
Other Income (Expense), net														571		230		868		436

Total Other Income, net		205			137			325			227			785		410		1,249		735

Interest Charges		1,469			1,436			2,472			2,413			2,068		1,469		3,206		2,472

Income before Income Taxes		8,299			9,029			15,196			16,444			9,438		8,299		15,114		15,196

Income Taxes		2,918			3,110			5,374			5,735			763		2,918		1,945		5,374

Net Income		5,381			5,919			9,822			10,709			8,675		5,381		13,169		9,822

Preferred Stock Dividend Requirements		36			36			72			72			36		36		72		72

Earnings Applicable to Common Stock	$	5,345		$	5,883		$	9,750		$	10,637		$	8,639	$	5,345	$	13,097	$	9,750

Earnings per share of Common Stock:
Basic	$	0.33		$	0.36		$	0.60		$	0.65		$	0.53	$	0.33	$	0.80	$	0.60
Diluted	$	0.33		$	0.36		$	0.59		$	0.65		$	0.52	$	0.33	$	0.80	$	0.59

Average Number of
Common Shares Outstanding :
Basic		16,332			16,271			16,316			16,252			16,388		16,332		16,371		16,316
Diluted		16,488			16,427			16,472			16,408			16,544		16,488		16,527		16,472

Cash Dividends Paid per Common Share	$	0.2113		$	0.1988		$	0.4225		$	0.3975		$	0.2238	$	0.2113	$	0.4475	$	0.4225

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

			June 30,		December 31,				June 30,		December 31,
ASSETS			2017		2016				2018		2017
UTILITY PLANT:		Water Production	$	149,068	$	146,914		Water Production	$	154,542	$	153,844
		Transmission and Distribution		443,128		430,880		Transmission and Distribution		480,265		468,649
		General		67,692		63,514		General		70,837		69,457
		Construction Work in Progress		13,828		12,196		Construction Work in Progress		26,517		11,562
		TOTAL		673,716		653,504		TOTAL		732,161		703,512
		Less Accumulated Depreciation		140,435		135,728		Less Accumulated Depreciation		151,681		146,272
		UTILITY PLANT - NET		533,281		517,776		UTILITY PLANT - NET		580,480		557,240

CURRENT ASSETS:		Cash and Cash Equivalents		3,689		3,879		Cash and Cash Equivalents		2,673		4,937
		Accounts Receivable, net		9,953		10,129		Accounts Receivable, net		11,011		10,785
		Unbilled Revenues		8,284		6,590		Unbilled Revenues		8,744		6,999
		Materials and Supplies (at average cost)		4,881		4,094		Materials and Supplies (at average cost)		4,826		4,118
		Prepayments		2,912		2,024		Prepayments		3,805		2,408
		TOTAL CURRENT ASSETS		29,719		26,716		TOTAL CURRENT ASSETS		31,059		29,247

AND OTHER ASSETS:		Preliminary Survey and Investigation Charges		3,142		2,365		Preliminary Survey and Investigation Charges		4,859		4,676
		Regulatory Assets		60,474		60,894
		Operations Contracts, Developer and Other Receivables		789		1,139		Regulatory Assets		99,717		58,423
		Restricted Cash		439		439		Operations Contracts, Developer and Other Receivables		439		439
		Non-utility Assets - Net		9,252		9,131		Restricted Cash		3,157		1,460
		Federal Income Tax Receivable		1,408		1,408		Non-utility Assets - Net		9,598		9,478
		Other		226		293		Other		435		177
		TOTAL DEFERRED CHARGES AND OTHER ASSETS		75,730		75,669		TOTAL DEFERRED CHARGES AND OTHER ASSETS		118,205		74,653
		TOTAL ASSETS	$	638,730	$	620,161		TOTAL ASSETS	$	729,744	$	661,140

CAPITALIZATION AND LIABILITIES	CAPITALIZATION AND LIABILITIES						CAPITALIZATION AND LIABILITIES
CAPITALIZATION:		Common Stock, No Par Value	$	154,075	$	153,045		Common Stock, No Par Value	$	156,251		155,120
		Retained Earnings		68,249		65,392		Retained Earnings		79,826		74,055
		TOTAL COMMON EQUITY		222,324		218,437		TOTAL COMMON EQUITY		236,077		229,175
		Preferred Stock		2,435		2,436		Preferred Stock		2,433		2,433
		Long-term Debt		136,429		134,538		Long-term Debt		142,129		139,045
		TOTAL CAPITALIZATION		361,188		355,411		TOTAL CAPITALIZATION		380,639		370,653

CURRENT		Current Portion of Long-term Debt		6,164		6,159		Current Portion of Long-term Debt		7,236		6,865
LIABILITIES:		Notes Payable		17,000		12,000		Notes Payable		39,000		28,000
		Accounts Payable		15,045		12,343		Accounts Payable		16,413		13,929
		Accrued Taxes		13,137		12,385		Accrued Taxes		14,700		11,418
		Accrued Interest		1,078		1,084		Accrued Interest		1,259		1,093
		Unearned Revenues and Advanced Service Fees		967		923		Unearned Revenues and Advanced Service Fees		974		951
		Other		2,026		2,162		Other		1,993		2,281
		TOTAL CURRENT LIABILITIES		55,417		47,056		TOTAL CURRENT LIABILITIES		81,575		64,537

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)	COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)						COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

DEFERRED CREDITS		Customer Advances for Construction		20,862		20,846		Customer Advances for Construction		21,832		21,423
AND OTHER LIABILITIES:		Accumulated Deferred Investment Tax Credits		714		753		Accumulated Deferred Income Taxes		43,706		43,160
		Accumulated Deferred Income Taxes		76,312		72,072		Employee Benefit Plans		35,128		36,686
		Employee Benefit Plans		34,651		36,139		Regulatory Liabilities		83,298		43,745
		Regulatory Liability - Cost of Utility Plant Removal		11,711		11,337		Other		1,250		1,315
		Other		1,378		1,443		TOTAL DEFERRED CREDITS AND OTHER LIABILITIES		185,214		146,329
		TOTAL DEFERRED CREDITS AND OTHER LIABILITIES		145,628		142,590

CONTRIBUTIONS IN AID OF CONSTRUCTION	CONTRIBUTIONS IN AID OF CONSTRUCTION			76,497		75,104	CONTRIBUTIONS IN AID OF CONSTRUCTION			82,316		79,621
		TOTAL CAPITALIZATION AND LIABILITIES	$	638,730	$	620,161		TOTAL CAPITALIZATION AND LIABILITIES	$	729,744	$	661,140

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	9,822		$	10,709		$	13,169		$	9,822
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization		6,887			6,800			7,793			6,887
Provision for Deferred Income Taxes and Investment Tax Credits		4,395			3,321
Provision for Deferred Income Taxes								(2,760	)		4,395
Equity Portion of Allowance for Funds Used During Construction (AFUDC)		(205	)		(118	)		(256	)		(205	)
Cash Surrender Value of Life Insurance		(114	)		(44	)		(60	)		(114	)
Stock Compensation Expense		437			468			535			437
Changes in Assets and Liabilities:
Accounts Receivable		176			(848	)		(226	)		176
Unbilled Revenues		(1,694	)		(1,908	)		(1,745	)		(1,694	)
Materials and Supplies		(787	)		(2,132	)
Materials & Supplies								(708	)		(787	)
Prepayments		(888	)		(1,207	)		(1,397	)		(888	)
Accounts Payable		2,702			3,064			2,484			2,702
Accrued Taxes		752			313			3,282			752
Accrued Interest		(6	)		(13	)		166			(6	)
Employee Benefit Plans		(640	)		(580	)		(2,478	)		(640	)
Unearned Revenue & Advanced Service Fees		44			19			23			44
Other Assets and Liabilities		(710	)		(1,099	)		1,401			(710	)

NET CASH PROVIDED BY OPERATING ACTIVITIES		20,171			16,745			19,223			20,171
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC of $94 in 2017, $62 in 2016		(21,165	)		(20,111	)
Utility Plant Expenditures, Including AFUDC of $125 in 2018, $94 in 2017								(28,377	)		(21,165	)

NET CASH USED IN INVESTING ACTIVITIES		(21,165	)		(20,111	)		(28,377	)		(21,165	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt		(2,115	)		(2,136	)		(2,144	)		(2,115	)
Proceeds from Issuance of Long-term Debt		4,047			861			5,567			4,047
Net Short-term Bank Borrowings		5,000			7,500			11,000			5,000
Deferred Debt Issuance Expense		(33	)		(15	)		(75	)		(33	)
Proceeds from Issuance of Common Stock		592			830			596			592
Payment of Common Dividends		(6,893	)		(6,454	)		(7,325	)		(6,893	)
Payment of Preferred Dividends		(72	)		(72	)		(72	)		(72	)
Construction Advances and Contributions-Net		278			612			1,040			278

NET CASH PROVIDED BY FINANCING ACTIVITIES		804			1,126			8,587			804
NET CHANGES IN CASH AND CASH EQUIVALENTS		(190	)		(2,240	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,879			3,469
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,689		$	1,229
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH								(567	)		(190	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD								6,397			4,318
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD							$	5,830		$	4,128


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	$	1,131		$	1,395		$	2,064		$	1,131
Long-term Debt Deobligation	$	—		$	534

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Year for:
Interest	$	2,594		$	2,538		$	2,711		$	2,594
Interest Capitalized	$	94		$	62		$	125		$	94
Income Taxes	$	714		$	3,131		$	1,989		$	714

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK

AND LONG-TERM DEBT

(Unaudited)

(In thousands)

		June 30,			December 31,				June 30,			December 31,
		2017			2016				2018			2017
Common Stock, No Par Value	Common Stock, No Par Value							Common Stock, No Par Value
Shares Authorized -	40,000
Shares Outstanding -	2017 - 16,336; 2016 - 16,296	$	154,075		$	153,045
Shares Authorized - 40,000
Shares Outstanding - 2018 - 16,392; 2017 - 16,352									$	156,251		$	155,120

Retained Earnings	Retained Earnings		68,249			65,392				79,826			74,055
TOTAL COMMON EQUITY	TOTAL COMMON EQUITY	$	222,324		$	218,437			$	236,077		$	229,175

Cumulative Preferred Stock, No Par Value:	Cumulative Preferred Stock, No Par Value:
Shares Authorized - 126	Shares Authorized - 126
Shares Outstanding - 24	Shares Outstanding - 24
Convertible:	Convertible:
Shares Outstanding, $7.00 Series - 10	Shares Outstanding, $7.00 Series - 10	$	1,007		$	1,007				1,005			1,005
Shares Outstanding, $8.00 Series - 3	Shares Outstanding, $8.00 Series - 3		349			349				349			349
Nonredeemable:	Nonredeemable:
Shares Outstanding, $7.00 Series - 1	Shares Outstanding, $7.00 Series - 1		79			80				79			79
Shares Outstanding, $4.75 Series - 10	Shares Outstanding, $4.75 Series - 10		1,000			1,000				1,000			1,000
TOTAL PREFERRED STOCK	TOTAL PREFERRED STOCK	$	2,435		$	2,436			$	2,433		$	2,433

Long-term Debt:	Long-term Debt:
8.05%, Amortizing Secured Note, due December 20, 2021	8.05%, Amortizing Secured Note, due December 20, 2021	$	1,300		$	1,415			$	1,055		$	1,180
6.25%, Amortizing Secured Note, due May 19, 2028	6.25%, Amortizing Secured Note, due May 19, 2028		4,585			4,795				4,165			4,375
6.44%, Amortizing Secured Note, due August 25, 2030	6.44%, Amortizing Secured Note, due August 25, 2030		3,687			3,827				3,407			3,547
6.46%, Amortizing Secured Note, due September 19, 2031	6.46%, Amortizing Secured Note, due September 19, 2031		3,967			4,107				3,687			3,827
4.22%, State Revolving Trust Note, due December 31, 2022	4.22%, State Revolving Trust Note, due December 31, 2022		304			329				253			279
3.60%, State Revolving Trust Note, due May 1, 2025	3.60%, State Revolving Trust Note, due May 1, 2025		1,958			2,062				1,743			1,851
3.30% State Revolving Trust Note, due March 1, 2026	3.30% State Revolving Trust Note, due March 1, 2026		411			431				372			392
3.49%, State Revolving Trust Note, due January 25, 2027	3.49%, State Revolving Trust Note, due January 25, 2027		446			465				408			427
4.03%, State Revolving Trust Note, due December 1, 2026	4.03%, State Revolving Trust Note, due December 1, 2026		578			603				527			553
4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021	4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021		213			213				162			162
0.00%, State Revolving Fund Bond, due August 1, 2021	0.00%, State Revolving Fund Bond, due August 1, 2021		162			166				124			128
3.64%, State Revolving Trust Note, due July 1, 2028	3.64%, State Revolving Trust Note, due July 1, 2028		266			276				246			256
3.64%, State Revolving Trust Note, due January 1, 2028	3.64%, State Revolving Trust Note, due January 1, 2028		87			91				80			84
3.45%, State Revolving Trust Note, due August 1, 2031	3.45%, State Revolving Trust Note, due August 1, 2031		989			1,015				935			962
6.59%, Amortizing Secured Note, due April 20, 2029	6.59%, Amortizing Secured Note, due April 20, 2029		4,127			4,302				3,779			3,953
7.05%, Amortizing Secured Note, due January 20, 2030	7.05%, Amortizing Secured Note, due January 20, 2030		3,146			3,271				2,896			3,021
5.69%, Amortizing Secured Note, due January 20, 2030	5.69%, Amortizing Secured Note, due January 20, 2030		6,453			6,709				5,940			6,197
4.45%, Amortizing Secured Note, due April 20, 2040	4.45%, Amortizing Secured Note, due April 20, 2040		10,047			10,267				9,607			9,827
4.47%, Amortizing Secured Note, due April 20, 2040	4.47%, Amortizing Secured Note, due April 20, 2040		3,728			3,809				3,566			3,646
3.75%, State Revolving Trust Note, due July 1, 2031	3.75%, State Revolving Trust Note, due July 1, 2031		2,133			2,191				2,015			2,075
2.00%, State Revolving Trust Note, due February 1, 2036	2.00%, State Revolving Trust Note, due February 1, 2036		1,115			1,115				1,090			1,115
3.75%, State Revolving Trust Note, due November 30, 2030	3.75%, State Revolving Trust Note, due November 30, 2030		1,123			1,154				1,057			1,090
0.00% Construction Loans	0.00% Construction Loans		11,517			7,470				—			3,874
First Mortgage Bonds:	First Mortgage Bonds:
0.00%, Series X, due August 1, 2018	0.00%, Series X, due August 1, 2018		105			107				54			55
4.25% to 4.63%, Series Y, due August 1, 2018	4.25% to 4.63%, Series Y, due August 1, 2018		123			122				61			61
0.00%, Series Z, due August 1, 2019	0.00%, Series Z, due August 1, 2019		329			336				221			224
5.25% to 5.75%, Series AA, due August 1, 2019	5.25% to 5.75%, Series AA, due August 1, 2019		440			440				300			300
0.00%, Series BB, due August 1, 2021	0.00%, Series BB, due August 1, 2021		590			603				471			482
4.00% to 5.00%, Series CC, due August 1, 2021	4.00% to 5.00%, Series CC, due August 1, 2021		779			779				636			636
0.00%, Series EE, due August 1, 2023	0.00%, Series EE, due August 1, 2023		2,641			2,713				2,231			2,296
3.00% to 5.50%, Series FF, due August 1, 2024	3.00% to 5.50%, Series FF, due August 1, 2024		3,690			3,690				3,495			3,495
0.00%, Series GG, due August 1, 2026	0.00%, Series GG, due August 1, 2026		887			903				799			813
4.00% to 5.00%, Series HH, due August 1, 2026	4.00% to 5.00%, Series HH, due August 1, 2026		960			960				880			880
0.00%, Series II, due August 1, 2024	0.00%, Series II, due August 1, 2024		683			700				594			610
3.40% to 5.00%, Series JJ, due August 1, 2027	3.40% to 5.00%, Series JJ, due August 1, 2027		824			824				750			750
0.00%, Series KK, due August 1, 2028	0.00%, Series KK, due August 1, 2028		1,058			1,078				969			988
5.00% to 5.50%, Series LL, due August 1, 2028	5.00% to 5.50%, Series LL, due August 1, 2028		1,175			1,175				1,095			1,095
0.00%, Series MM, due August 1, 2030	0.00%, Series MM, due August 1, 2030		1,304			1,337				1,203			1,237
3.00% to 4.375%, Series NN, due August 1, 2030	3.00% to 4.375%, Series NN, due August 1, 2030		1,590			1,590				1,505			1,505
0.00%, Series OO, due August 1, 2031	0.00%, Series OO, due August 1, 2031		2,207			2,258				2,057			2,107
2.00% to 5.00%, Series PP, due August 1, 2031	2.00% to 5.00%, Series PP, due August 1, 2031		780			780				740			740
5.00%, Series QQ, due October 1, 2023	5.00%, Series QQ, due October 1, 2023		9,915			9,915				9,915			9,915
3.80%, Series RR, due October 1, 2038	3.80%, Series RR, due October 1, 2038		22,500			22,500				22,500			22,500
4.25%, Series SS, due October 1, 2047	4.25%, Series SS, due October 1, 2047		23,000			23,000				23,000			23,000
0.00%, Series TT, due August 1, 2032	0.00%, Series TT, due August 1, 2032		2,358			2,408				2,208			2,258
3.00% to 3.25%, Series UU, due August 1, 2032	3.00% to 3.25%, Series UU, due August 1, 2032		890			890				845			845
0.00%, Series VV, due August 1, 2033	0.00%, Series VV, due August 1, 2033		2,386			2,433				2,243			2,290
3.00% to 5.00%, Series WW, due August 1, 2033	3.00% to 5.00%, Series WW, due August 1, 2033		865			865				830			830
0.00%, Series XX, due August 1, 2047										11,259			11,259
3.00% to 5.00%, Series YY, due August 1, 2047										3,860			3,860
0.00%, Series 2018A, due August 1, 2047										7,076			—
3.00% to 5.00%, Series 2018B, due August 1, 2047										2,365			—
SUBTOTAL LONG-TERM DEBT	SUBTOTAL LONG-TERM DEBT		144,421			142,489				151,276			147,852
Add: Premium on Issuance of Long-term Debt	Add: Premium on Issuance of Long-term Debt		1,388			1,495				1,369			1,367
Less: Unamortized Debt Expense	Less: Unamortized Debt Expense		(3,216	)		(3,287	)			(3,280	)		(3,309	)
Less: Current Portion of Long-term Debt	Less: Current Portion of Long-term Debt		(6,164	)		(6,159	)			(7,236	)		(6,865	)
TOTAL LONG-TERM DEBT	TOTAL LONG-TERM DEBT	$	136,429		$	134,538			$	142,129		$	139,045

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Recent Developments

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), Utility Service Affiliates (Perth Amboy) Inc. (USA-PA), and Twin Lakes Utilities, Inc. (Twin Lakes). 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 ~~2016~~2017 Annual Report on Form 10-K (the ~~2016~~2017 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, ~~2017,~~2018, the results of operations for the three and six month periods ended June 30, ~~2017~~2018 and ~~2016~~2017 and cash flows for the six month periods ended June 30, ~~2017~~2018 and ~~2016.~~2017. Information included in the Condensed Consolidated Balance Sheet as of December 31, ~~2016,~~2017, has been derived from the Company’s audited financial statements for the year ended December 31, ~~2016~~2017 included in the ~~2016~~2017 Form 10-K.

Recent Developments

USA-PA currently operates the City of Perth Amboy, New Jersey’s water and wastewater systems under a 20-year agreement, which expires in December 2018. In July 2018, through a competitive proposal process, USA-PA was awarded a $67 million base professional services contract to continue to operate the water and wastewater systems through December 31, 2028.

Recent Accounting Guidance

~~Inventory~~ - In July 2015, the Financial Accounting Standards Board (FASB) issued guidance on simplifying the measurement of inventory. The new guidance replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The guidance was effective January 1, 2017 and did not have a material impact on the Company’s financial statements.

~~Accounting for Share-Based Payments -~~In March 2016, the FASB issued guidance which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance was effective January 1, 2017 and did not have a material impact on the Company’s financial statements.

Revenue Recognition - In May 2014, the ~~FASB~~Financial Accounting Standards Board (FASB) issued guidance, ~~related to revenue from contracts with customers. The update~~which replaces most of the existing guidance with a single set of principles for recognizing revenue from contracts with customers. The ~~FASB has deferred the~~guidance was effective ~~date of these new revenue recognition standards by one year to~~ January 1, ~~2018. The Company is currently analyzing the impact this standard will~~2018 and did not have on our financial statements and has begun creating an inventory of its contracts with customers, which consist primarily of regulated municipal water sale contracts and non-regulated operation and maintenance contracts for water and wastewater systems. Based on the Company’s initial interpretation of the guidance, this update is not expected to have ana material impact on the Company’s ~~regulated municipal water sale contracts. The impact on the Company’s non-regulated operation and maintenance contracts, if any, is not expected~~financial statements. Disclosures related to be material. The Company’s non-regulated segment contributed approximately 12% and 7% of total revenues and net income, respectively, for the six months ended June 30, 2017 and approximately 11% and 2% of total revenues and net income, respectively, for the year ended December 31, 2016. These assessmentsRevenue Recognition are ~~preliminary and subject to change pending the Company’s completion of its review of the guidance and its impact on the Company’s contracts~~included in Note 9,Revenue Recognition from Contracts with ~~customers.~~Customers.

~~Index~~

Recognition and Measurement of Financial Assets and Financial Liabilities- In January 2016, the FASB issued guidance which (i) requires all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies, to be carried at fair value through net income, (ii) requires an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option has been elected, (iii) amends several disclosure requirements, including the methods and significant assumptions used to estimate fair value or a description of the changes in the methods and assumptions used to estimate fair value, and (iv) requires disclosure of the fair value of financial assets and liabilities measured at amortized cost at the amount that would be received to sell the asset or paid to transfer the liability. The guidance iswas effective for fiscal years beginning after December 15, 2017 with early adoption permitted. The guidance is required to be applied retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of adoption (modified retrospective method). The Company is currently assessing the impact of this standard on its consolidated financial statementsJanuary 1, 2018 and ~~footnote disclosures, but does~~did not ~~expect that the adoption of this guidance to~~ have a material impact on the Company’s financial statements.

Index

~~Leases -~~In February 2016, the FASB issued guidance related to leases which will require lessees to recognize a lease liability (a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis) a right-of-use asset (an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term). The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements and footnote disclosures, but does not expect that the adoption of this guidance to have a material impact on the Company’s financial statements.

Statement of Cash Flows -In August 2016, the FASB issued guidance which amends the previous guidance on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ~~this guidance~~the amendment is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The guidance iswas effective January 1, 2018 ~~with early adoption permitted. The adoption of this guidance is~~and did not ~~expected to~~ have a material impact on the Company’s financial statements.

Restricted Cash -In November 2016, the FASB issued guidance related to the classification and presentation of restricted cash in the statement of cash flows, which requires entities to a) include restricted cash balances in its cash and cash-equivalent balances in the statement of cash flows and b) include a reconciliation of cash and cash-equivalents per the statement of financial position as compared to the statement of cash flows. Changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents will not be presented as cash flow activities in the statement of cash flows. In addition, an entity with a material balance of amounts described as restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The guidance iswas effective January 1, 2018 ~~with early adoption permitted. The adoption of this guidance is~~and did not ~~expected to~~ have a material impact on the Company’s financial statements. As a result of adopting this guidance, the consolidated statement of cash flows for the six months ended June 30, 2017 was revised, which resulted in a $0.4 million increase in Cash, Cash Equivalents and Restricted Cash at the Beginning and End of the Period.

Employee Benefit Plans-Net Periodic Benefit Cost –In March 2017, the FASB issued guidance which requires entities to (1) disaggregate the current-service-cost component from the other components of net benefit cost and present it with other current compensation costs for related employees in the income statement and (2) present the other components elsewhere in the income statement and outside of income from operations if that subtotal is presented. In addition, the ~~ASU~~guidance requires entities to disclose the income statement lines that contain the other components if they are not presented on appropriately described separate lines. The guidance iswas effective January 1, ~~2018.~~2018 and did not have a material impact on the Company’s financial statements. See Note 8,Employee Benefit Plansfor more information. As a result of adopting this guidance, the consolidated statement of income for the three and six months ended June 30, 2017 was revised, which resulted in increases in Operations and Maintenance expense and Other Income (Expense), net of $0.2 million and $0.4 million, respectively.

Leases -In February 2016, the FASB issued guidance related to leases which will require lessees to recognize a lease liability (a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis) and a right-of-use asset (an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term). In January 2018, the FASB issued additional guidance related to leases which permits entities to forgo the evaluation of existing land easement arrangements to determine if they contain a lease as part of the adoption of this guidance. Land easement arrangements, or modifications to existing arrangements, entered into after adoption of this guidance will need to be evaluated to determine if they meet the definition of a lease. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements and footnote disclosures, but, based on the Company’s current leasing activity, does not expect ~~that~~ the adoption of this guidance to have a material impact on the Company’s financial statements.

~~Index~~

There are no other new adopted or proposed accounting guidance that the Company is aware of that could have a material impact on the Company’s financial statements.

Note 2–Rate and Regulatory Matters

~~Middlesex-~~Middlesex –In ~~May 2017, Middlesex filed a~~March 2018, Middlesex’s petition ~~with~~to the New Jersey Board of Public Utilities ~~(the NJBPU)~~(NJBPU) seeking ~~approval~~permission to ~~reset~~increase its ~~purchased~~base water ~~adjustment clause (PWAC) tariff rate. A PWAC is~~rates was concluded, based on a negotiated settlement, resulting in an ~~optional rate mechanism that allows for the recovery~~increase in annual operating revenues of ~~increased purchased water costs in between base rate case filings~~$5.5 million. In its initial October 2017 filing with the ~~PWAC reset~~NJBPU, Middlesex had sought an increase of $15.3 million to ~~zero once those~~recover costs for capital infrastructure investments Middlesex has made, or has committed to make, to drinking water infrastructure since the last filing in New Jersey in 2015 as well as increased operations and maintenance costs. During the pendency of this rate matter, the Tax Cuts and Jobs Act of 2017 (the Tax Act) was signed into law. Under the Tax Act the maximum corporate income tax rate was reduced from 35% to 21% effective January 1, 2018. Because income tax is one of the cost components used to determine a regulated utility’s revenue requirement, Middlesex was able to reduce its original rate increase request by $4.9 million to $10.4 million. The new base water rates are designed to recover the increased operating costs ~~are included~~as well as a return on invested capital in rate base ~~rates. A PWAC is subject to~~of $245.5 million, based on an ~~annual true-up.~~authorized return on equity of 9.6%. As part of the settlement, Middlesex received approval for regulatory accounting treatment of accumulated deferred income tax benefits associated with required adoption of tangible property regulations issued by the Internal Revenue Service (IRS). The ~~current PWAC~~settlement agreement allowed for a four-year amortization period for $28.7 million of deferred income tax benefits as well as immediate and prospective recognition of the tangible property regulations tax benefits in future years. The rate increase became effective ~~November~~April 1, 2016. The current filing includes the true-up and a request to recover additional annual costs of $1.2 million for the purchase of untreated water from the New Jersey Water Supply Authority (NJWSA). The NJWSA increased the rate it charges its subscribers on July 1, 2017. The Company expects that the NJBPU will approve the PWAC rate reset by October 2017 with an effective date of November 1, 2017.2018.

Index

Tidewater -Effective July 1, ~~2017,~~2018, Tidewater ~~reset~~revised its Delaware Public Service ~~Commission-approved~~Commission (DEPSC)-approved Distribution System Improvement Charge (DSIC) rate, which is expected to generate ~~$0.4~~$0.2 million of ~~annual revenues.~~revenues in 2018. A DSIC is a rate-mechanism that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements to their water distribution system made between base rate proceedings.

Tax Act -On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code, including a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. Tariff rates charged to customers in the Company’s regulated companies include recovery of income taxes at the statutory rate in effect at the time those rates became effective. The conclusion of Middlesex’s base rate case and the resulting rates implemented April 1, 2018 reflect the impact of the Tax Act on its revenue requirement.

In March 2018, the Company submitted compliance filings with the DEPSC proposing to reduce rates charged to its Delaware customers to reflect the impact of the Tax Act. It is uncertain at this time when the DEPSC will act upon the rate reduction proposals or whether it will accept the proposed methodologies.

As of June 30, 2018, the Company has recorded regulatory liabilities of $32.6 million for excess income taxes collected through rates due to the lower income tax rate under the Tax Act. These regulatory liabilities are overwhelmingly related to accelerated tax depreciation deduction timing differences, which are subject to IRS normalization rules. The IRS rules limit how quickly the excess taxes attributable to accelerated tax depreciation can be returned to customers.

Note 3 – Capitalization

Common Stock

-During the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, there were 15,026 shares (approximately $0.6 million) and 15,954 common shares (approximately $0.6 million) ~~and 26,434 common shares (approximately $0.8 million)~~, respectively, respectively, issued under the Middlesex Water Company Investment Plan.

Long-term Debt

-In ~~January 2017,~~April 2018, the NJBPU approved Middlesex’s request to borrow up to ~~$37.0~~$57.0 million under the New Jersey ~~State Revolving Fund (SRF)~~Infrastructure Bank (NJIB) program to fund the construction of a large-diameter transmission pipeline from the Carl J. Olsen (CJO) water treatment plant and interconnect with our distribution system. Middlesex currently expects to close on the ~~SRF~~NJIB construction loan in the ~~first~~third quarter of 2018 with funding requisitions ~~occurring primarily throughout~~beginning in August 2018 ~~and~~through the end of 2019.

In ~~January 2017,~~April 2018, the NJBPU approved Middlesex’s request to borrow up to ~~$10.0~~$55.0 million under the ~~New Jersey SRF~~NJIB program to fund upgrades to the Company’s CJO water treatment plant. Middlesex currently expects to close on the NJIB construction loan in the fourth quarter of 2018 with funding requisitions beginning late in 2018 and through 2020.

In March 2018, the NJBPU approved Middlesex’s request to borrow up to $14.0 million under the NJIB program to fund the ~~2017~~2018 RENEW Program, which is an ongoing initiative to eliminate all unlined water distribution mains in the Middlesex system. Middlesex expects to close on the ~~SRF~~NJIB construction loan in ~~August 2017~~the third quarter of 2018 with funding requisitions ~~occurring primarily throughout the remainder of 2017.~~beginning in September 2018 through early 2019.

~~Middlesex~~ 7

Index

In March 2018, the DEPSC approved Tidewater’s request to borrow up to $0.9 million under the Delaware State Revolving Fund (SRF) program to fund the replacement of an entire water distribution system of a small Delaware subdivision. Tidewater closed on ~~a $2.3 million NJBPU approved~~the SRF ~~construction~~ loan in May ~~2017. The proceeds will be used~~2018 and expects to ~~fund~~complete the ~~upgrade~~project in the fourth quarter of ~~a booster station at one of its well fields. Funding requisitions are expected to occur through May~~ 2018.

In November 2017, Middlesex closed out three of its NJIB construction loans (booster station upgrade, RENEW 2015 and RENEW 2016 projects) by issuing to the NJIB first mortgage bonds designated as Series XX ($11.3 million) and Series YY ($3.9 million). The interest rate on the Series XX bond is zero and the interest rate on the Series YY bond range between 3.0% and 5.0%. Through June 30, 2018, Middlesex has drawn down $14.9 million and expects to draw down the remaining proceeds during the third quarter of 2018. The final maturity date for both bonds is August 1, 2047, with scheduled debt service payments over the life of the loan.

In May 2018, Middlesex closed out its RENEW 2017 construction loan by issuing to the NJIB first mortgage bonds designated as Series 2018A ($7.1 million) and Series 2018B ($2.4 million). The interest rate on the Series 2018A bond is zero and the interest rate on the Series 2018B bond ranges between 3.0% and 5.0%. Through June 30, 2018, Middlesex has drawn down $7.1 million and expects to draw down the remaining proceeds during the third quarter of 2018. The final maturity date for both bonds is August 1, 2047, with scheduled debt service payments over the life of the loan.

Fair Value of Financial Instruments

-The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value. The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, trade receivables, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of First Mortgage and ~~SRF~~State Revolving Fund Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues. Under the fair value hierarchy, the fair value of cash and cash equivalents is

~~Index~~

classified as a Level 1 measurement and the fair value of notes payable and the Bonds in the table below are classified as Level 2 measurements. The carrying amount and fair value of the Bonds were as follows:

June 30, 2017 December 31, 2016
Carrying Fair Carrying Fair
Amount Value Amount Value
Bonds $ 82,454 $ 84,552 $82,786 $84,821

	June 30, 2018		December 31, 2017
	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value
Bonds	$ 104,449	$ 106,188	$95,322	$98,036

For other long-term debt for which there was no quoted market price and there is not an active trading market, it was not practicable to estimate their fair value (for details, including carrying value, interest rate and due date on these series of long-term debt, please refer to those series noted as “Amortizing Secured Note”, “State Revolving Trust Note” and “Construction Loans” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt). The carrying amount of these instruments was ~~$62.0~~$46.8 million and ~~$59.7~~$52.5 million at June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Customer advances for construction have carrying amounts of ~~$20.9~~$21.8 million and ~~$20.8~~$21.4 million at June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Their relative fair values cannot be accurately estimated since future refund payments depend on several variables, including new customer connections, customer consumption levels and future rate increases.

Index

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,
	2018					2017
Basic:	Income			Shares		Income			Shares
Net Income	$	8,675			16,388	$	5,381			16,332
Preferred Dividend		(36	)				(36	)
Earnings Applicable to Common Stock	$	8,639			16,388	$	5,345			16,332

Basic EPS	$	0.53				$	0.33

Diluted:
Earnings Applicable to Common Stock	$	8,639			16,388	$	5,345			16,332
$7.00 Series Preferred Dividend		17			115		17			115
$8.00 Series Preferred Dividend		6			41		6			41
Adjusted Earnings Applicable to Common Stock	$	8,662			16,544	$	5,368			16,488

Diluted EPS	$	0.52				$	0.33

	(In Thousands Except per Share Amounts)										(In Thousands Except per Share Amounts)
	Three Months Ended June 30,										Six Months Ended June 30,
	2017					2016					2018					2017
Basic:	Income			Shares		Income			Shares		Income			Shares		Income			Shares
Net Income	$	5,381			16,332	$	5,919			16,271	$	13,169			16,371	$	9,822			16,316
Preferred Dividend		(36	)				(36	)				(72	)				(72	)
Earnings Applicable to Common Stock	$	5,345			16,332	$	5,883			16,271	$	13,097			16,371	$	9,750			16,316

Basic EPS	$	0.33				$	0.36				$	0.80				$	0.60

Diluted:
Earnings Applicable to Common Stock	$	5,345			16,332	$	5,883			16,271	$	13,097			16,371	$	9,750			16,316
$7.00 Series Preferred Dividend		17			115		17			115		34			115		34			115
$8.00 Series Preferred Dividend		6			41		6			41		12			41		12			41
Adjusted Earnings Applicable to Common Stock	$	5,368			16,488	$	5,906			16,427	$	13,143			16,527	$	9,796			16,472

Diluted EPS	$	0.33				$	0.36				$	0.80				$	0.59

8 9

Index

(In Thousands Except per Share Amounts)
Six Months Ended June 30,
2017 2016
Basic: Income Shares Income Shares
Net Income $ 9,822 16,316 $ 10,709 16,252
Preferred Dividend (72 ) (72 )
Earnings Applicable to Common Stock $ 9,750 16,316 $ 10,637 16,252

Basic EPS $ 0.60 $ 0.65

Diluted:
Earnings Applicable to Common Stock $ 9,750 16,316 $ 10,637 16,252
$7.00 Series Preferred Dividend 34 115 34 115
$8.00 Series Preferred Dividend 12 41 12 41
Adjusted Earnings Applicable to Common Stock $ 9,796 16,472 $ 10,683 16,408

Diluted EPS $ 0.59 $ 0.65

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, Delaware and Pennsylvania. 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 New Jersey, Delaware and Pennsylvania 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						Six Months Ended
	June 30,						June 30,
Operations by Segments:	2018			2017			2018			2017
Revenues:
Regulated	$	31,168		$	29,278		$	58,374		$	55,771
Non – Regulated		3,882			3,863			7,982			7,613
Inter-segment Elimination		(131	)		(127	)		(260	)		(239	)
Consolidated Revenues	$	34,919		$	33,014		$	66,096		$	63,145

Operating Income:
Regulated	$	9,988		$	8,672		$	15,613		$	15,687
Non – Regulated		733			686			1,458			1,246
Consolidated Operating Income	$	10,721		$	9,358		$	17,071		$	16,933

Net Income:
Regulated	$	8,151		$	4,972		$	12,134		$	9,111
Non – Regulated		524			409			1,035			711
Consolidated Net Income	$	8,675		$	5,381		$	13,169		$	9,822

Capital Expenditures:
Regulated	$	18,350		$	11,588		$	28,328		$	21,160
Non – Regulated		16			—			49			5
Total Capital Expenditures	$	18,366		$	11,588		$	28,377		$	21,165

	As of			As of
	June 30,			December 31,
	2018			2017
Assets:
Regulated	$	732,592		$	661,816
Non – Regulated		6,819			7,093
Inter-segment Elimination		(9,667	)		(7,769	)
Consolidated Assets	$	729,744		$	661,140

9 10

Index

(In Thousands)
Three Months Ended Six Months Ended
June 30, June 30,
Operations by Segments: 2017 2016 2017 2016
Revenues:
   Regulated $ 29,278 $ 28,859 $ 55,771 $ 55,808
   Non – Regulated 3,863 4,002 7,613 7,736
Inter-segment Elimination (127 ) (136 ) (239 ) (240 )
Consolidated Revenues $ 33,014 $ 32,725 $ 63,145 $ 63,304

Operating Income:
   Regulated $ 8,877 $ 9,694 $ 16,097 $ 17,426
   Non – Regulated 686 634 1,246 1,204
Consolidated Operating Income $ 9,563 $ 10,328 $ 17,343 $ 18,630

Net Income:
   Regulated $ 4,972 $ 5,583 $ 9,111 $ 10,073
   Non – Regulated 409 336 711 636
Consolidated Net Income $ 5,381 $ 5,919 $ 9,822 $ 10,709

Capital Expenditures:
  Regulated $ 11,588 $ 13,290 $ 21,160 $ 19,950
   Non – Regulated — 149 5 161
Total Capital Expenditures $ 11,588 $ 13,439 $ 21,165 $ 20,111

As of As of
June 30, December 31,
2017 2016
Assets:
Regulated $ 642,726 $ 619,915
Non – Regulated 6,681 6,245
Inter-segment Elimination (10,677 ) (5,999 )
Consolidated Assets $ 638,730 $ 620,161

Note 6 – Short-term Borrowings

As of June 30, ~~2017,~~2018, the Company has established lines of credit aggregating ~~$60.0~~$92.0 million. At June 30, ~~2017,~~2018, the outstanding borrowings under these credit lines were ~~$17.0~~$39.0 million at a weighted average interest rate of ~~2.22%~~3.18%.

The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were as follows:

	(In Thousands)								(In Thousands)
	Three Months Ended				Six Months Ended				Three Months				Six Months
	June 30,				June 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Average Daily Amounts Outstanding	$	15,582	$	3,769	$	14,221	$	3,368	$	31,555	$	15,582	$	29,721	$	14,221
Weighted Average Interest Rates		2.08%		1.52%		1.95%		1.48%		3.10%		2.08%		2.94%		1.95%

~~Index~~

The maturity dates for the ~~$17.0~~$39.0 million outstanding as of June 30, ~~2017~~2018 are ~~all~~ in July ~~2017~~2018 through September 2018 and are extendable at the discretion of the Company.

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

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 27.0 million gallons a 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, 2021, provides for the minimum purchase of 3.0 mgd of treated water with provisions for additional purchases.

Tidewater contracts with the City of Dover, Delaware to purchase 15.0 million gallons of treated water annually.

Purchased water costs are shown below:

(In Thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2017 2016 2017 2016

Treated $ 795 $ 754 $ 1,574 $ 1,555
Untreated 573 570 1,232 1,236
Total Costs $ 1,368 $ 1,324 $ 2,806 $ 2,791

	(In Thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017

Treated	$	703	$	795	$	1,591	$	1,574
Untreated		850		573		1,780		1,232
Total Costs	$	1,553	$	1,368	$	3,371	$	2,806

Guarantees~~Contract Operations -~~USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water and wastewater systems under a 20-year agreement, which expires in 2018. In connection with the agreement with Perth Amboy, USA-PA entered into a concurrent subcontract with a wastewater operating company for the operation and maintenance of the Perth Amboy wastewater collection system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses.

~~Guarantees~~ -As part of an agreement with the County of Monmouth, New Jersey (County), Middlesex serves as guarantor of the performance of Applied Water Management, Inc. (AWM), an unaffiliated wastewater treatment contractor, to operate a County-owned leachate pretreatment facility at the Monmouth County Reclamation Center in Tinton Falls, New Jersey. The performance guaranty is effective through 2028 unless another guarantor, acceptable to the County, replaces Middlesex before such date. Under agreements with AWM and Natural Systems Utilities, LLC (NSU), the parent company of AWM, Middlesex earns a fee for providing the performance guaranty. In addition, Middlesex may provide operational support to the facility, as needed, and AWM and NSU, serving as guarantor to Middlesex with respect to the performance of AWM, agree to indemnify Middlesex against any claims that may arise under the Middlesex guaranty to the County.

Index

If requested to perform under the guaranty to the County and, if AWM and NSU, as guarantor to Middlesex, do not fulfill their obligations to indemnify Middlesex against any claims that may arise under the Middlesex guaranty to the County, Middlesex would be required to fulfill the remaining operational commitment of AWM. As of both June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the liability recognized in Other Non-Current Liabilities on the balance sheet for the guaranty is ~~approximately~~less than $0.1 million.

~~Index~~

~~Construction~~

Leases-The Company has ~~budgeted~~entered into office space operating leases. Rental expenses under operating leases were less than $0.1 million for each of the six months ended June 30, 2018 and 2017. The operating leases for these facilities will expire in 2028.

Construction - The Company has forecasted to spend approximately ~~$60~~$78 million for its construction program in ~~2017.~~2018. The actual timing and amount of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain projects.

Litigation

- The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings 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 certain of its officers that provide compensation and benefits in the event of termination of employment in connection with a change in control of the Company.

Note 8 – Employee Benefit Plans

Pension Benefits

- The Company’s Pension Plan covers all active employees hired prior to April 1, 2007. For the three months ended June 30, 2018 and 2017, the Company made Pension Plan cash contributions of $0.8 million and $1.0 million, respectively. For the six months ended June 30, 2018 and 2017, the Company made Pension Plan cash contributions of $1.3 million and $1.5 million, respectively. The Company expects to make Pension Plan cash contributions of approximately $2.0 million over the remainder of the current 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 discretion of the Company, based upon a percentage of the participants’ eligible compensation. In order to be eligible for a contribution, the participant must be employed by the Company on December 31st of the year to which the contribution relates. For each of the three and six month periods ended June 30, 2017 and 2016, the Company made Pension Plan cash contributions of $1.0 million and $1.5 million, respectively. The Company expects to make Pension Plan cash contributions of approximately $1.8 million 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.

Other Postretirement Benefits-

The Company’s retirement plan other than pensions (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. For each of the three ~~and six month periods~~months ended June 30, ~~2017~~2018 and ~~2016,~~2017, the Company made Other Benefits Plan cash contributions of $0.2 million, respectively. For each of the six months ended June 30, 2018 and ~~$0.5~~2017, the Company made Other Benefits Plan cash contributions of $0.4 million and $0.2 million, respectively. The Company expects to make Other Benefits Plan cash contributions of approximately $1.2 million over the remainder of the current year.

Index

The following tables set forth information relating to the Company’s periodic costs for its employee retirement benefit plans:

	(In Thousands)												(In Thousands)
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	Three Months Ended June 30,												Three Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017

Service Cost	$	600		$	577		$	272		$	275		$	607		$	600		$	284		$	272
Interest Cost		786			761			491			488			765			786			474			491
Expected Return on Assets		(1,122	)		(1,004	)		(601	)		(558	)		(1,218	)		(1,122	)		(637	)		(601	)
Amortization of Unrecognized Losses		391			357			445			443			415			391			447			445
Amortization of Unrecognized Prior Service Cost (Credit)		—			—			(432	)		(432	)		—			—			(402	)		(432	)
Net Periodic Benefit Cost	$	655		$	691		$	175		$	216
Net Periodic Benefit Cost*													$	569		$	655		$	166		$	175

	(In Thousands)
	Pension Benefits						Other Benefits							Pension Benefits						Other Benefits
	Six Months Ended June 30,													Six Months Ended June 30,
	2017			2016			2017			2016				2018			2017			2018			2017

Service Cost	$	1,200		$	1,154		$	544		$	550			$	1,213		$	1,200		$	567		$	544
Interest Cost		1,572			1,523			982			976				1,530			1,572			949			982
Expected Return on Assets		(2,245	)		(2,007	)		(1,203	)		(1,116	)			(2,435	)		(2,245	)		(1,275	)		(1,203	)
Amortization of Unrecognized Losses		783			713			890			886				829			783			894			890
Amortization of Unrecognized Prior Service Cost (Credit)		—			—			(864	)		(864	)			—			—			(803	)		(864	)
Net Periodic Benefit Cost	$	1,310		$	1,383		$	349		$	432
Net Periodic Benefit Cost*														$	1,137		$	1,310		$	332		$	349

*Service cost is included in Operations and Maintenance expense on Consolidated Statements of Income; all other amounts are included in Other Income/Expense, net.													*Service cost is included in Operations and Maintenance expense on Consolidated Statements of Income; all other amounts are included in Other Income/Expense, net.

Note 9 – Revenue Recognition from Contracts with Customers

The Company’s revenues are primarily generated from regulated tariff-based sales of water and wastewater services and non-regulated operation and maintenance contracts for services on water and wastewater systems owned by others. Revenue from contracts with customers is recognized when control of a promised good or service is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

The Company’s regulated revenue from contracts with customers is derived from tariff-based sales that result from the obligation to provide water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers. The Company’s residential customers are billed quarterly while most of the Company’s industrial, commercial, fire-protection and wholesale customers are billed monthly. Payments by customers are due between 15 to 30 days after the invoice date. The Company recognizes revenue as the water and wastewater services are delivered to customers as well as records unbilled revenues estimated from the last meter reading date to the end of the accounting period utilizing factors such as historical customer data, regional weather indicators and general economic conditions in its service territories. Unearned Revenues and Advance Service Fees include fixed service charge billings in advance to Tidewater customers that are recognized as service is provided to the customer.

Index

Non-regulated service contract revenues consist of base service fees as well as fees for additional billable services provided to customers, are billed monthly and are due within 30 days after the invoice date. The Company considers the amounts billed to represent the value of these services provided to customers. These contracts expire between December 2018 and 2022 and thus contain remaining performance obligations for which the Company expects to recognize revenue in the future. These contracts also contain customary termination provisions.

Almost all of the amounts included in operating revenues and accounts receivable are from contracts with customers. The Company records its allowance for doubtful accounts based on historical write-offs combined with an evaluation of current economic conditions within its service territories.

The Company’s contracts do not contain any significant financing components.

The Company’s operating revenues are comprised of the following:

(In Thousands)
Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Regulated Tariff Sales
Residential $ 17,892 $ 17,024 $ 33,515 $ 32,183
Commercial 3,771 3,493 6,880 6,447
Industrial 2,689 2,395 5,001 4,578
Fire Protection 3,073 2,911 5,961 5,824
Wholesale 3,680 3,397 6,892 6,631
Non-Regulated Contract Operations 3,781 3,762 7,780 7,411
Total Revenue from Contracts with Customers $ 34,886 $ 32,982 $ 66,029 $ 63,074
Other Regulated Revenues 63 48 125 98
Other Non-Regulated Revenues 101 111 202 212
Inter-segment Elimination (131 ) (127 ) (260 ) (239 )
Total Revenue $ 34,919 $ 33,014 $ 66,096 $ 63,145
Note 10 – Income Taxes

As part of its 2014 Federal income tax return, the Company adopted the final ~~Internal Revenue Service (IRS)~~IRS tangible property regulations ~~pertaining to~~and changed its accounting method for the tax ~~deductibility~~treatment of ~~costs~~expenditures that ~~qualify~~qualified as ~~repairs on tangible property.~~deductible repairs. The adoption resulted in a net reduction of $17.6 million in taxes previously remitted to the IRS, for which the Company has already sought and received ~~refunds pertaining to~~the tax ~~years 2012 through 2014~~refunds. While the Company believes that its treatment of qualifying tangible property repair costs is proper, a reserve provision against refunded taxes of $2.3 million was recorded in ~~accordance with~~2015 at the time of filing its change in accounting method. This was based on a possible challenge by the IRS ~~regulations. Subsequently, the~~during an audit examination. The Company’s 2014 federal income tax return was subsequently selected for examination by the ~~IRS. It is unknown at~~IRS in 2016. During the second quarter of 2018, the Company received information from the IRS regarding certain aspects of the its adopted accounting method used to calculate qualifying tangible property repair cost deductions and has determined that it should increase its reserve provision to $3.7 million. As the IRS examination continues and pending its completion, the tax liability could be different than the recorded reserve provision. For the three and six months ended June 30, 2018, the Company has recorded $0.4 million in interest expense due to this ~~time whether the results of this examination will result in any changes to the filed Federal income tax return.~~
reserve provision.
13  14
Index
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 Middlesex Water Company (Middlesex or the Company) included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.
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.  They include, but are not limited to statements as to:

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

- effects of general economic conditions;
- ~~increases in~~ competition for growth in non-franchised markets to be potentially served by the Company;
- ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the Company’s control;
- availability of adequate supplies of water;
- actions taken by government regulators, including decisions on rate increase requests;
- new or modified water quality standards;
- weather variations and other natural phenomena impacting utility operations;
- financial and operating risks associated with acquisitions and/or privatizations;
- acts of war or terrorism;
- changes in the pace of housing development;
- availability and cost of capital resources; and
- other factors discussed elsewhere in this quarterly report.

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.

1415
Index
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, ~~2016.~~2017.

Overview

Middlesex Water Company ~~(Middlesex)~~(Middlesex or the Company) has operated as a water utility in New Jersey since 1897, in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992 and in Pennsylvania through our wholly-owned subsidiary, Twin Lakes Utilities, Inc. (Twin Lakes), since 2009. We are in the business of collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes. We also operate two New Jersey municipal water and wastewater systems under contract and provide regulated wastewater services in New Jersey and Delaware through our subsidiaries. We are regulated as to rates charged to customers for water and wastewater services, as to the quality of water service we provide and as to certain other matters in New Jersey, Delaware and Pennsylvania. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated utilities.

Our New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail 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 219,000. In partnership with our subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey (Perth Amboy). Our Bayview ~~subsidiary~~system provides water services in Downe Township, New Jersey. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), provide water and wastewater services to ~~residents~~approximately 2,500 customers in Southampton Township, ~~New Jersey.~~
~~In partnership with our subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy,~~ New Jersey.

USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2022. ~~In addition to performing day to day operations,~~ USA ~~is responsible for billing, collections, customer service, emergency responses~~also provides unregulated water and ~~management of capital projects funded by Avalon.~~wastewater services under contract with several New Jersey municipalities. Under a marketing agreement with HomeServe USA (HomeServe), ~~USA offers residential customers in~~our New Jersey and Delaware residential customers are offered a menu of water and wastewater related home maintenance ~~programs.~~service program contracts. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. The agreement expires in 2021. ~~USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities.~~

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC (Southern Shores), provide water services to approximately ~~43,000~~45,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,000 customers in ~~Kent~~Delaware and ~~Sussex Counties~~Maryland through various operations and maintenance contracts.

Our Tidewater Environmental Services, Inc. (TESI) subsidiary provides wastewater services to approximately ~~3,400~~3,500 residential retail customers in Sussex ~~County,~~Counties, Delaware.

Our Pennsylvania subsidiary, Twin Lakes, provides water services to approximately 120 retail customers in the Township of Shohola, Pike County, Pennsylvania.

15
~~Index~~
The majority of our revenue is generated from retail and contract water services to customers in our franchised and contracted service areas. We record water service revenue as such service is rendered and include estimates for amounts unbilled at the end of ~~the period~~each month for services provided after the last billing ~~cycle.~~cycle to the end of the month. Fixed service charges are billed in advance by our subsidiary, Tidewater, and are recognized in revenue as the service is provided.

16
Index
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 the prior period.

Recent Developments

Capital Construction Program -The Company’s multi-year capital construction program ~~involves~~encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of ~~system~~ assets to better serve the current and future generations of water ~~users.~~and wastewater customers. The Company plans to invest approximately ~~$149~~$78 million ~~through~~in 2018 in connection with this plan for projects ~~including:~~that include, but are not limited to:
· Construction of a 4.6 mile water transmission pipeline to provide critical resiliency and redundancy ~~capability~~ to the Company’s water transmission system in New Jersey;
· Replacement of five miles of distribution water mains including service lines, valves, fire hydrants and meters in ~~the Borough of South Plainfield,~~Woodbridge Township, New Jersey;
· Enhanced treatment process at the Company’s largest water treatment plant in Edison, New Jersey, to mitigate the formation of disinfection by-products that can develop ~~naturally~~ during treatment;
· Additional elevated storage tanks to supplement water supply during emergencies and peak usage periods;
· Upgrades to water interconnections with neighboring utilities for greater resiliency and emergency ~~response;~~response capability;
· Relocation of water meters from inside customers’ premises to exterior meter pits to allow quicker access by crews in emergencies, enhanced customer safety and convenience and reduced unmetered water; and
· Additional standby emergency power generation.

~~Middlesex-~~Middlesex Base Water Rate Increase Approved- In ~~May 2017, Middlesex filed a~~March 2018, Middlesex’s petition ~~with~~to the New Jersey Board of Public Utilities ~~(the NJBPU)~~ seeking ~~approval~~permission to ~~reset its purchased~~increase base water ~~adjustment clause (PWAC) tariff rate. A PWAC is~~rates was concluded based on a negotiated settlement which resulted in an ~~optional~~increase in annual operating revenues of $5.5 million. The new base water rates became effective April 1, 2018 and are designed to recover increased operating costs as well as a return on invested capital in rate ~~mechanism that allows~~base of $245.5 million, and reflect an authorized return on equity of 9.6%. Part of Middlesex’s filing also included a request for regulatory accounting treatment for $28.7 million of accumulated deferred tax benefits associated with required adoption of tangible property regulations issued by the Internal Revenue Service. The settlement agreement allowed for a four-year amortization period for the ~~recovery~~deferred tax benefits as well as immediate and prospective recognition of ~~increased purchased water costs~~the tangible property regulations tax benefits in between base rate case filings with the PWAC reset to zero once those increased costs are included in base rates. A PWAC is subject to an annual true-up. The current PWAC rate became effective November 1, 2016. The current filing includes the true-up and a request to recover additional annual costs of $1.2 million for the purchase of untreated water from the New Jersey Water Supply Authority (NJWSA). The NJWSA increased the rate it charges its subscribers on July 1, 2017. The Company expects that the NJBPU will approve the PWAC rate reset by October 2017 with an effective date of November 1, 2017.
~~Tidewater Distribution System Improvement Charge (DSIC) -~~~~Effective July 1, 2017, Tidewater reset its Delaware Public Service Commission-approved DSIC rate,~~future years, which is expected to ~~generate $0.4~~lower the Company’s income tax expense and, consequently, its effective income tax rate.
Contract Operations -USA-PA operates Perth Amboy’s water and wastewater collection systems under contract, which expires on December 31, 2018. In July 2018, through a competitive proposal process, USA-PA was awarded a $67 million ~~of annual revenues. A DSIC is a rate-mechanism that allows~~base professional services contract to continue to operate the water ~~utilities to recover investments in,~~ and ~~generate a return on, qualifying capital improvements to their water distribution system made between base rate proceedings.~~wastewater systems through December 31, 2028.

Outlook

~~Favorable~~Our ability to increase operating income and net income is based significantly on four factors: weather, ~~patterns~~adequate and ~~additional sales to neighboring municipal water utilities due to emergency conditions experienced by those entities~~timely rate relief, effective cost management, and customer growth (which are evident in ~~2015 and 2016, which contributed to overall increases~~comparison discussions in ~~operating revenues during those periods, have not reoccurred in 2017 through June 30~~^th ~~and may not occur for~~ the ~~remainder~~Results of ~~2017.~~Operations section below). Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests. As operating costs are anticipated to increase in ~~2017~~2018 in a variety of categories, we continue to implement plans to further streamline operations and further reduce, and mitigate increases in, operating costs.

1617
Index
Organic residential customer growth for ~~2017, largely the result of new housing from developer activity in Delaware~~2018 is expected to be consistent with that experienced in recent years.

Our strategy for profitable growth is focused on five key areas:

· ~~Prudent acquisitions of investor- and municipally-owned water and wastewater utilities;~~
· Timely and adequate recovery of prudent investments in utility plant required to maintain appropriate utility services;
· Operate municipal, commercial and industrial water and wastewater systems under contract;
· Prudent acquisitions of investor- and municipally-owned water and wastewater utilities;
· Invest in, and/or operate under contract, ~~renewable energy and~~ industrial and commercial treatment projects that are complementary to the provision of water and wastewater services and related competencies; and
· Invest in other products, services and opportunities that complement our core water and wastewater competencies.

Operating Results by Segment

The discussion of the Company’s operating results is on a consolidated basis and includes significant factors by subsidiary. The Company has two operating segments, Regulated and Non-Regulated. The operations of the Regulated segment are subject to regulations promulgated by state public utility commissions as to rates and level of service. Rates and level service in the Non-Regulated segment are subject to the terms of individually-negotiated and executed contracts with municipal, industrial and other clients. Both segments are subject to federal and state environmental, water and wastewater quality and other associated legal and regulatory requirements.

The segments in the tables included below consist of the following companies: Regulated-Middlesex, Tidewater, Pinelands, Southern Shores, TESI and Twin Lakes; Non-Regulated-USA, USA-PA, and White Marsh.

Results of Operations – Three Months Ended June 30, ~~2017~~2018

(In Thousands)
Three Months Ended June 30, Three Months Ended June 30,
2017 2016 2018 2017
  Regulated Non-
Regulated Total   Regulated Non-
Regulated Total Regulated Non-
Regulated Total Regulated Non-
Regulated Total
Revenues $ 29,252 $ 3,762 $ 33,014 $ 28,832 $ 3,893 $ 32,725 $ 31,138 $ 3,781 $ 34,919 $ 29,252 $ 3,762 $ 33,014
Operations and maintenance expenses 13,709 2,942 16,651 12,665 3,124 15,789 13,918 2,907 16,825 13,914 2,942 16,856
Depreciation expense 3,337 48 3,385 3,133 47 3,180 3,690 46 3,736 3,337 48 3,385
Other taxes 3,329 86 3,415 3,340 88 3,428 3,542 95 3,637 3,329 86 3,415
Operating income 8,877 686 9,563 9,694 634 10,328 9,988 733 10,721 8,672 686 9,358

Other income, net 175 30 205 143 (6 ) 137 764 21 785 380 30 410
Interest expense 1,469 — 1,469 1,436 — 1,436 2,068 — 2,068 1,469 — 1,469
Income taxes 2,611 307 2,918 2,818 292 3,110 533 230 763 2,611 307 2,918
Net income $ 4,972 $ 409 $ 5,381 $ 5,583 $ 336 $ 5,919 $ 8,151 $ 524 $ 8,675 $ 4,972 $ 409 $ 5,381
1718
Index

Operating Revenues

Operating revenues for the three months ended June 30, ~~2017~~2018 increased ~~$0.3~~$1.9 million from the same period in ~~2016.~~2017. This increase was related to the following factors:

· Middlesex System revenues increased $1.6 million primarily due to the NJBPU-approved base rate increase effective April 1, 2018;
· Tidewater System revenues increased ~~$0.5~~$0.2 million due to additional ~~residential~~ customers; and
· ~~Middlesex System revenues decreased $0.2 million due to lower water usage across all classes of customers.~~All other revenue categories increased $0.1 million.

Operation and Maintenance Expense

Operation and maintenance expenses for the three months ended June 30, ~~2017 increased $0.9 million from~~2018 were slightly below the same period in ~~2016, primarily related to the following factors:~~2017.
· ~~Higher water production costs of $0.5 million in the Middlesex System, primarily due to a rate increase in the water treatment residuals disposal process and lower raw water quality;~~
· ~~Higher labor costs of $0.3 million, primarily due to higher average labor rates and increased headcount required to address additional regulatory and other needs; and~~
· ~~All other operation and maintenance expense categories increased $0.1 million.~~

Depreciation

Depreciation expense for the three months ended June 30, ~~2017~~2018 increased ~~$0.2~~$0.4 million from the same period in ~~2016~~2017 due to a higher level of utility plant in service.

Other Taxes

Other taxes for the three months ended June 30, ~~2017 were consistent with~~2018 increased $0.2 million from the same period in ~~2016. Higher payroll taxes were offset by lower~~2017 primarily due to higher revenue related taxes on ~~decreased~~increased revenues in our Middlesex system.

Other Income, net

Other Income, net for the three months ended June 30, ~~2017~~2018 increased ~~$0.1~~$0.4 million from the same period in ~~2016,~~2017 primarily due to ~~a higher allowance for funds used during construction (AFUDC), resulting from a higher level~~the sale of ~~capital projects in progress.~~wastewater franchise rights by our TESI subsidiary.

Interest Charges

Interest charges for the three months ended June 30, ~~2017 remained consistent with~~2018 increased $0.6 million from the same period in ~~2016.~~2017 due to accrued interest associated with the IRS examination of the Company’s 2014 federal income tax return (seeNote 10 – Income Taxes for further discussion of this matter), higher average amounts of long-term debt outstanding and higher average short-term debt outstanding at increased interest rates in 2018 as compared to 2017.

Income Taxes

Income taxes for the three months ended June 30, ~~2017~~2018 decreased ~~$0.2~~$2.2 million from the same period in ~~2016,~~2017, primarily due to regulatory accounting treatment of tangible property regulations tax deductions, which was approved in Middlesex’s most recent base rate case (see “Middlesex Base Water Rate Increase Approved” in Recent Developments for further discussion of this matter) and a lower effective tax rate resulting fromtheTax Cuts and Jobs Act of 2017, partially offset by higher pre-tax income ~~in 2017 as compared to 2016.~~.

Net Income and Earnings Per Share

Net income for the three months ended June 30, ~~2017 decreased $0.5~~2018 increased $3.3 million as compared with the same period in ~~2016.~~2017. Basic ~~and diluted~~ earnings per share were ~~$0.33~~$0.53 and ~~$0.36~~$0.33 for the three months ended June 30, 2018 and 2017, respectively. Diluted earnings per share were $0.52 and ~~2016,~~$0.33 for the three months ended June 30, 2018 and 2017, respectively.

1819
Index

Results of Operations – Six Months Ended June 30, ~~2017~~2018

(In Thousands)
Six Months Ended June 30,
2017 2016
  Regulated Non-Regulated Total   Regulated Non-Regulated Total
Revenues $ 55,734 $ 7,411 $ 63,145 $ 55,767 $ 7,537 $ 63,304
Operations and maintenance expenses 26,496 5,889 32,385 25,548 6,069 31,617
Depreciation expense 6,596 97 6,693 6,225 92 6,317
Other taxes 6,545 179 6,724 6,568 172 6,740
  Operating income 16,097 1,246 17,343 17,426 1,204 18,630

Other income, net 295 30 325 233 (6 ) 227
Interest expense 2,472 — 2,472 2,413 — 2,413
Income taxes 4,809 565 5,374 5,173 562 5,735
  Net income $ 9,111 $ 711 $ 9,822 $ 10,073 $ 636 $ 10,709
(In Thousands)
Six Months Ended June 30,
2018 2017
Regulated Non-
Regulated Total Regulated Non-
Regulated Total
Revenues $ 58,316 $ 7,780 $ 66,096 $ 55,734 $ 7,411 $ 63,145
Operations and maintenance expenses 28,626 6,033 34,659 26,906 5,889 32,795
Depreciation expense 7,254 91 7,345 6,596 97 6,693
Other taxes 6,823 198 7,021 6,545 179 6,724
  Operating income 15,613 1,458 17,071 15,687 1,246 16,933

Other income, net 1,213 36 1,249 705 30 735
Interest expense 3,206 — 3,206 2,472 — 2,472
Income taxes 1,486 459 1,945 4,809 565 5,374
  Net income $ 12,134 $ 1,035 $ 13,169 $ 9,111 $ 711 $ 9,822
Operating Revenues

Operating revenues for the six months ended June 30, ~~2017 decreased $0.2~~2018 increased $3.0 million from the same period in ~~2016.~~2017. This increase was related to the following factors:

· Middlesex System revenues ~~decreased $1.0~~increased $1.9 million due to ~~lower~~the following:
o Effective April 1, 2018, a NJBPU-approved base rate increase resulted in higher revenues of $1.5 million;
o Higher water usage ~~across all classes~~from commercial and industrial customers of ~~customers;~~$0.2 million;
o Higher Purchased Water Adjustment Clause (PWAC) revenues of $0.3 million due to the November 2017 implementation of an increased PWAC tariff rate. A PWAC is a rate mechanism that allows for the recovery of increased purchased water costs between base rate case filings. The PWAC tariff was reset to zero with the implementation of the April 2018 base rate increase;
· Tidewater System revenues increased ~~$0.9~~$0.6 million due to additional ~~residential~~ customers;
· Revenues in our unregulated companies increased $0.4 million primarily due to new White Marsh contracts to operate water and wastewater facilities; and
· All other ~~operating~~ revenue categories ~~decreased~~increased $0.1 million.

Operation and Maintenance Expense

Operation and maintenance expenses for the six months ended June 30, ~~2017~~2018 increased ~~$0.8~~$1.9 million from the same period in ~~2016,~~2017, primarily related to the following factors:

· ~~Higher water~~Variable production costs ~~of $0.7~~increased $0.6 million ~~in the Middlesex System, primarily~~ due to ~~a rate increase in the~~higher purchased water resulting from increased winter weather related main break activity and higher water treatment ~~residuals disposal process and lower~~costs due to intermittent changes in raw water quality;
· ~~Higher labor~~Labor costs ~~of $0.5~~increased $0.6 million ~~primarily~~ due to higher overtime related to increased weather related main break activity, increased headcount and increased average labor ~~rates and increased headcount required to address additional regulatory and other needs;~~
· ~~Decreased liability insurance costs of $0.3 million due to prior policy year refunds;~~rates; and
· ~~All other operation~~Employee health and ~~maintenance expense categories decreased $0.1 million.~~liability insurance costs increased $0.7 million due to higher net policy premiums.

Depreciation

Depreciation expense for the six months ended June 30, ~~2017~~2018 increased ~~$0.4~~$0.7 million from the same period in ~~2016~~2017 due to a higher level of utility plant in service.

Other Taxes

Other taxes for the six months ended June 30, ~~2017 were consistent with~~2018 increased $0.3 million from the same period in ~~2016. Higher payroll taxes were offset by lower~~2017 primarily due to higher revenue related taxes on ~~decreased~~increased revenues in our Middlesex system.

20
Index
Other Income, net

Other Income, net for the six months ended June 30, ~~2017~~2018 increased ~~$0.1~~$0.5 million from the same period in ~~2016~~2017 primarily due to higher ~~AFUDC,~~Allowance for Funds Used During Construction resulting from a higher level of capital projects in ~~progress.~~progress and the sale of wastewater franchise rights at our TESI subsidiary.

19
~~Index~~
Interest Charges

Interest charges for the six months ended June 30, ~~2017~~2018 increased ~~$0.1~~$0.7 million from the same period in ~~2016~~2017 due to accrued interest associated with the IRS examination of the Company’s 2014 federal income tax return (seeNote 10 – Income Taxes for further discussion of this matter), higher average amounts of long-term debt outstanding and average short-term debt ~~balances~~ outstanding ~~and higher average~~at increased interest rates ~~on short-term debt.~~in 2018 as compared to 2017.

Income Taxes

Income taxes for the six months ended June 30, ~~2017~~2018 decreased ~~$0.4~~$3.4 million from the same period in ~~2016,~~2017, primarily due to regulatory accounting treatment of tangible property regulations tax deductions, which were approved in Middlesex’s most recent base rate case (see “Middlesex Base Water Rate Increase Approved” in Recent Developments for further discussion of this matter) and a lower effective tax rate resulting fromtheTax Cuts and Jobs Act of 2017, partially offset by higher pre-tax income ~~in 2017 as compared to 2016.~~.

Net Income and Earnings Per Share

Net income for the six months ended June 30, ~~2017 decreased $0.9~~2018 increased $3.3 million as compared with the same period in ~~2016.~~2017. Basic earnings per share were ~~$0.60~~$0.80 and ~~$0.65~~$0.60 for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Diluted earnings per share were ~~$0.59~~$0.80 and ~~$0.65~~$0.59 for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

Liquidity and Capital Resources

Operating Cash Flows

Cash flows from operations are largely based on four factors: weather, adequate and timely rate increases, effective cost management and growth. The effect of those factors on net income is discussed in “Results of Operations.”

For the six months ended June 30, ~~2017,~~2018, cash flows from operating activities ~~increased $3.4~~decreased $0.9 million to ~~$20.2~~$19.2 million. The ~~increase~~decrease in cash flows from operating activities primarily resulted from ~~lower~~higher vendor and income tax ~~payments and decreased inventory purchases.~~payments. The ~~$20.2~~$19.2 million of net cash flow from operations enabled ~~the Company~~us to fund approximately ~~72%~~43% of utility plant expenditures internally for the period.

Investing Cash Flows

For the six months ended June 30, ~~2017,~~2018, cash flows used in investing activities increased ~~$1.1~~$7.2 million to ~~$21.2~~$28.4 million. The increase in cash flows used in investing activities resulted from ~~higher~~increased utility plant expenditures.

For further discussion on the Company’s future capital expenditures and expected funding sources, see “Capital Expenditures and Commitments” below.

21
Index
Financing Cash Flows

For the six months ended June 30, ~~2017,~~2018, cash flows from financing activities ~~decreased $0.3~~increased by $7.8 million due primarily to $0.8 million. The decrease in cash flows from financing activities resulted from increased common stock dividend payments and lower proceeds from sales of common stock under the Middlesex Water Company Investment Plan (the Investment Plan) offset by an increaseincreases in short-term and long-term debt funding.

Capital Expenditures and Commitments

To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan (the Investment Plan) and proceeds from sales offerings to the public of our common stock. See below for a more detailed discussion regarding the funding of our capital program.

The capital investment program for ~~2017~~2018 is currently estimated to be approximately ~~$60~~$78 million. Through June 30, ~~2017,~~2018, we have expended ~~$21.2~~$28 million and expect to incur approximately ~~$39~~$50 million for capital projects for the remainder of ~~2017.~~2018.

We currently project that we may expend approximately ~~$163~~$190 million for capital projects in ~~2018~~2019 and ~~2019.~~2020. The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects.

20
~~Index~~
To pay for our capital program for the remainder of ~~2017,~~2018 we plan on utilizing:
· Internally generated funds;
· Proceeds from the Investment Plan;
· ~~Requisition funding~~Proceeds from ~~active construction loans under~~ the New Jersey and Delaware State Revolving Fund (SRF) ~~program~~programs (approximately ~~$10.0~~$33 million for the remainder of 2018 depending on ~~actual~~ construction ~~schedule)~~timing). ~~The~~ SRF ~~program provides~~programs provide low cost financing for projects that meet certain water quality and system improvement benchmarks; and
· Short-term borrowings, ~~as needed,~~if necessary, through ~~$60.0~~$92.0 million of ~~available~~active lines of credit with several financial institutions. As of June 30, ~~2017,~~2018, there remains ~~$43.0~~$53.0 million of available credit under these lines.

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

We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of 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 First Mortgage Bonds, which have final maturity dates ranging from 2018 to 2047. Over the next twelve months, approximately ~~$6.2~~$7.2 million of the current portion of existing long-term debt instruments will mature. Applying a hypothetical ~~10%~~ change in the rate of interest charged by 10% on those borrowings, would not have a material effect on our earnings.

Our risks associated with commodity price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover ~~market-based~~ price increases through ~~customers’~~ rates. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows.

We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through rates.

22
Index
The Company's retirement benefit plan assets are exposed to fluctuating market prices of debt and equity securities. Changes to the Company's retirement benefit plan ~~assets’ value~~asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our risk is ~~reduced through~~mitigated by our ability to recover retirement benefit plan costs through ~~rates.~~rates for regulated utility services charged to our customers.
21
~~Index~~

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities and Exchange Act of 1934 (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 materially 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.

PART II.  OTHER INFORMATION

Item 1. ~~Item 1.~~ Legal Proceedings

None.

Item 1A. ~~Item 1A.~~ Risk Factors

The information about risk factors 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, ~~2016.~~2017.

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

None.

Item 3. ~~Item 3.~~ Defaults Upon Senior Securities

None.

Item 4. ~~Item 4.~~ Mine Safety Disclosures

Not applicable.

23
Index
Item 5. ~~Item 5.~~ Other Information

None.

22
~~Index~~
Item 6.
Exhibits

10.46 ~~10.46~~ Copy of ~~Construction~~ Loan Agreement ~~(CFP 17-1) By~~by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2018 (Series 2018A).

~~31.1~~10.47
Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2018 (Series 2018B).
31.1 Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

31.2 ~~31.2~~ Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

32.1 ~~32.1~~ 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.

32.2 ~~32.2~~ 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.

101.INS XBRL Instance Document

101.SCH XBRL Schema Document

101.CAL XBRL Calculation Linkbase Document

101.LAB XBRL Labels Linkbase Document

101.PRE XBRL Presentation Linkbase Document

101.DEF XBRL Definition Linkbase Document

2324
Index

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, Treasurer and
Chief Financial Officer
(Principal Accounting Officer)

Date: August ~~1, 2017~~2, 2018

	June 30, 2017		December 31, 2016
	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value
Bonds	$ 82,454	$ 84,552	$82,786	$84,821

Item 6.	Exhibits

10.46	~~10.46~~	Copy of ~~Construction~~ Loan Agreement ~~(CFP 17-1) By~~by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2018 (Series 2018A).

~~31.1~~10.47	Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2018 (Series 2018B).

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

	MIDDLESEX WATER COMPANY

	By:	/s/A. Bruce O’Connor
		A. Bruce O’Connor
		Vice President, Treasurer and
		Chief Financial Officer
		(Principal Accounting Officer)