UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

~~(Mark One)~~

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2019

¨	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.)

485C Route One South, Iselin, New Jersey 08830

(Address of principal executive offices, including zip code)

(732) 634-1500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MSEX	NASDAQ

Indicate by check mark whether the registrant (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 filer~~þ ~~Non-accelerated filer~~¨

~~Smaller reporting company~~¨ ~~Emerging growth company~~¨

Large accelerated filer¨	Accelerated filerþ	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 ~~April 30,~~July 31, 2019: Common Stock, No Par Value: ~~16,468,462~~16,568,090 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 ~~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

	Condensed Consolidated Statements of Common Common Stockholders’ Equity	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1517

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	2125

Item 4.	Controls and Procedures	2126

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	2226

Item 1A.	Risk Factors	2226

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2226

Item 3.	Defaults upon Senior Securities	2226

Item 4.	Mine Safety Disclosures	2226

Item 5.	Other Information	2226

Item 6.	Exhibits	2227

SIGNATURES		2328

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share amounts)

	Three Months Ended March 31,					Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018		2019			2018

Operating Revenues	$	30,698		$	31,177	$	33,393		$	34,919	$	64,090		$	66,096

Operating Expenses:
Operations and Maintenance		16,120			17,834		16,781			16,825		32,901			34,659
Depreciation		4,046			3,609		4,123			3,736		8,170			7,345
Other Taxes		3,504			3,384		3,539			3,637		7,042			7,021

Total Operating Expenses		23,670			24,827		24,443			24,198		48,113			49,025

Operating Income		7,028			6,350		8,950			10,721		15,977			17,071

Other Income (Expense):
Allowance for Funds Used During Construction		515			167		643			214		1,158			381
Other Income (Expense), net		(57	)		297		(80	)		571		(138	)		868

Total Other Income, net		458			464		563			785		1,020			1,249

Interest Charges		1,200			1,138		1,788			2,068		2,988			3,206

Income before Income Taxes		6,286			5,676		7,725			9,438		14,009			15,114

Income Taxes		(266	)		1,182		(421	)		763		(687	)		1,945

Net Income		6,552			4,494		8,146			8,675		14,696			13,169

Preferred Stock Dividend Requirements		36			36		36			36		72			72

Earnings Applicable to Common Stock	$	6,516		$	4,458	$	8,110		$	8,639	$	14,624		$	13,097

Earnings per share of Common Stock:
Basic	$	0.40		$	0.27	$	0.49		$	0.53	$	0.89		$	0.80
Diluted	$	0.39		$	0.27	$	0.49		$	0.52	$	0.88		$	0.80

Average Number of Common Shares Outstanding:
Average Number of
Common Shares Outstanding :
Basic		16,428			16,354		16,519			16,388		16,474			16,371
Diluted		16,584			16,510		16,675			16,544		16,630			16,527

Cash Dividends Paid per Common Share	$	0.2400		$	0.2238	$	0.2400		$	0.2238	$	0.4800		$	0.4475

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

March 31, December 31,
ASSETS 2019 2018
UTILITY PLANT: Water Production $ 156,716 $ 156,423
Transmission and Distribution 515,017 512,202
General 77,304 74,371
Construction Work in Progress 40,346 32,878
TOTAL 789,383 775,874
Less Accumulated Depreciation 160,777 157,387
UTILITY PLANT - NET 628,606 618,487

CURRENT ASSETS: Cash and Cash Equivalents 4,986 3,705
Accounts Receivable, net 9,982 11,762
Unbilled Revenues 6,940 7,293
Materials and Supplies (at average cost) 5,479 5,411
Prepayments 2,263 2,644
TOTAL CURRENT ASSETS 29,650 30,815

AND OTHER ASSETS: Operating Lease Right-of-Use Asset 6,517 —
Preliminary Survey and Investigation Charges 5,359 5,254
Regulatory Assets 98,826 99,236
Restricted Cash 1,802 1,956
Non-utility Assets - Net 10,203 9,989
Other 2,010 2,093
TOTAL DEFERRED CHARGES AND OTHER ASSETS 124,717 118,528
TOTAL ASSETS $ 782,973 $ 767,830

CAPITALIZATION AND LIABILITIES
CAPITALIZATION: Common Stock, No Par Value $ 160,142 157,354
Retained Earnings 94,000 91,433
TOTAL COMMON EQUITY 254,142 248,787
Preferred Stock 2,433 2,433
Long-term Debt 158,422 152,851
TOTAL CAPITALIZATION 414,997 404,071

CURRENT Current Portion of Long-term Debt 7,336 7,343
LIABILITIES: Notes Payable 49,500 48,500
Accounts Payable 13,976 19,325
Accrued Taxes 17,466 14,230
Accrued Interest 587 1,289
Unearned Revenues and Advanced Service Fees 1,025 1,036
Other 3,356 2,640
TOTAL CURRENT LIABILITIES 93,246 94,363

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

DEFERRED CREDITS Customer Advances for Construction 22,616 22,572
AND OTHER LIABILITIES: Operating Lease Obligation 6,260 —
Accumulated Deferred Income Taxes 47,869 47,270
Employee Benefit Plans 29,976 30,661
Regulatory Liabilities 76,217 79,112
Other 2,530 2,730
TOTAL DEFERRED CREDITS AND OTHER LIABILITIES 185,468 182,345

CONTRIBUTIONS IN AID OF CONSTRUCTION 89,262 87,051
TOTAL CAPITALIZATION AND LIABILITIES $ 782,973 $ 767,830

		June 30,		December 31,
ASSETS		2019		2018
UTILITY PLANT:	Water Production	$	157,634	$	156,423
	Transmission and Distribution		525,843		512,202
	General		78,442		74,371
	Construction Work in Progress		56,215		32,878
	TOTAL		818,134		775,874
	Less Accumulated Depreciation		163,890		157,387
	UTILITY PLANT - NET		654,244		618,487

CURRENT ASSETS:	Cash and Cash Equivalents		2,990		3,705
	Accounts Receivable, net		11,756		11,762
	Unbilled Revenues		8,245		7,293
	Materials and Supplies (at average cost)		5,375		5,411
	Prepayments		3,917		2,644
	TOTAL CURRENT ASSETS		32,283		30,815

DEFERRED CHARGES	Operating Lease Right of Use Asset		6,323		—
AND OTHER ASSETS:	Preliminary Survey and Investigation Charges		2,116		5,254
	Regulatory Assets		99,130		99,236
	Restricted Cash		1,170		1,956
	Non-utility Assets - Net		10,322		9,989
	Other		1,983		2,093
	TOTAL DEFERRED CHARGES AND OTHER ASSETS		121,044		118,528
	TOTAL ASSETS	$	807,571	$	767,830

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:	Common Stock, No Par Value	$	165,138	$	157,354
	Retained Earnings		98,146		91,433
	TOTAL COMMON EQUITY		263,284		248,787
	Preferred Stock		2,433		2,433
	Long-term Debt		163,574		152,851
	TOTAL CAPITALIZATION		429,291		404,071

CURRENT	Current Portion of Long-term Debt		7,353		7,343
LIABILITIES:	Notes Payable		59,400		48,500
	Accounts Payable		18,056		19,325
	Accrued Taxes		12,390		14,230
	Accrued Interest		1,279		1,289
	Unearned Revenues and Advanced Service Fees		1,047		1,036
	Other		3,007		2,640
	TOTAL CURRENT LIABILITIES		102,532		94,363

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

DEFERRED CREDITS	Customer Advances for Construction		23,389		22,572
AND OTHER LIABILITIES:	Operating Lease Obligation		6,084		—
	Accumulated Deferred Income Taxes		48,617		47,270
	Employee Benefit Plans		29,310		30,661
	Regulatory Liabilities		73,957		79,112
	Other		2,612		2,730
	TOTAL DEFERRED CREDITS AND OTHER LIABILITIES		183,969		182,345

CONTRIBUTIONS IN AID OF CONSTRUCTION			91,779		87,051
	TOTAL CAPITALIZATION AND LIABILITIES	$	807,571	$	767,830

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended March 31,						Six Months Ended June 30,
	2019			2018			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	6,552		$	4,494		$	14,696		$	13,169
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization		4,190			3,771			8,455			7,793
Provision for Deferred Income Taxes and Investment Tax Credits		(2,319	)		117			(5,075	)		(2,760	)
Equity Portion of Allowance for Funds Used During Construction (AFUDC)		(347	)		(115	)		(775	)		(256	)
Cash Surrender Value of Life Insurance		(123	)		(2	)		(200	)		(60	)
Stock Compensation Expense		229			173			703			535
Changes in Assets and Liabilities:
Accounts Receivable		1,780			815			6			(226	)
Unbilled Revenues		353			7			(952	)		(1,745	)
Materials & Supplies		(68	)		(37	)		36			(708	)
Prepayments		381			356			(1,273	)		(1,397	)
Accounts Payable		(5,349	)		(2,915	)		(1,269	)		2,484
Accrued Taxes		3,236			3,185			(1,840	)		3,282
Accrued Interest		(702	)		(591	)		(10	)		166
Employee Benefit Plans		26			(588	)		(2,804	)		(2,478	)
Unearned Revenue & Advanced Service Fees		(11	)		15			11			23
Other Assets and Liabilities		(164	)		296			1,911			1,401

NET CASH PROVIDED BY OPERATING ACTIVITIES		7,664			8,981			11,620			19,223
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC of $168 in 2019, $52 in 2018		(12,324	)		(10,011	)
Utility Plant Expenditures, Including AFUDC of $383 in 2019, $125 in 2018								(35,698	)		(28,377	)

NET CASH USED IN INVESTING ACTIVITIES		(12,324	)		(10,011	)		(35,698	)		(28,377	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt		(1,337	)		(1,141	)		(2,356	)		(2,144	)
Proceeds from Issuance of Long-term Debt		6,899			2,293			13,217			5,567
Net Short-term Bank Borrowings		1,000			(500	)		10,900			11,000
Deferred Debt Issuance Expense		—			(20	)		(1	)		(75	)
Common Stock Issuance Expense		(6	)		—			(5	)		—
Proceeds from Issuance of Common Stock		2,559			286			7,081			596
Payment of Common Dividends		(3,943	)		(3,659	)		(7,906	)		(7,325	)
Payment of Preferred Dividends		(36	)		(36	)		(72	)		(72	)
Construction Advances and Contributions-Net		651			182			1,719			1,040

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		5,787			(2,595	)
NET CASH PROVIDED BY FINANCING ACTIVITIES								22,577			8,587
NET CHANGES IN CASH AND CASH EQUIVALENTS		1,127			(3,625	)		(1,501	)		(567	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		5,661			6,397			5,661			6,397
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	6,788		$	2,772		$	4,160		$	5,830


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	$	1,605		$	284		$	3,825		$	2,064
Long term Debt Deobligation							$	130		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Year for:
Interest	$	2,297		$	1,833		$	3,401		$	2,711
Interest Capitalized	$	168		$	52		$	383		$	125
Income Taxes	$	815		$	—		$	5,842		$	1,989

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,
	2019			2018
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding - 2019 - 16,554; 2018 - 16,403	$	165,138		$	157,354

Retained Earnings		98,146			91,433
TOTAL COMMON EQUITY	$	263,284		$	248,787

Cumulative Preferred Stock, No Par Value:
Shares Authorized - 126
Shares Outstanding - 23
Convertible:
Shares Outstanding, $7.00 Series - 10		1,005			1,005
Shares Outstanding, $8.00 Series - 3		349			349
Nonredeemable:
Shares Outstanding, $7.00 Series - 1		79			79
Shares Outstanding, $4.75 Series - 10		1,000			1,000
TOTAL PREFERRED STOCK	$	2,433		$	2,433

Long-term Debt:
8.05%, Amortizing Secured Note, due December 20, 2021	$	786		$	924
6.25%, Amortizing Secured Note, due May 19, 2028		3,745			3,955
6.44%, Amortizing Secured Note, due August 25, 2030		3,127			3,267
6.46%, Amortizing Secured Note, due September 19, 2031		3,407			3,547
4.22%, State Revolving Trust Note, due December 31, 2022		202			228
3.60%, State Revolving Trust Note, due May 1, 2025		1,519			1,632
3.30% State Revolving Trust Note, due March 1, 2026		330			351
3.49%, State Revolving Trust Note, due January 25, 2027		369			389
4.03%, State Revolving Trust Note, due December 1, 2026		474			501
4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021		111			111
0.00%, State Revolving Fund Bond, due August 1, 2021		85			88
3.64%, State Revolving Trust Note, due July 1, 2028		225			235
3.64%, State Revolving Trust Note, due January 1, 2028		73			77
3.45%, State Revolving Trust Note, due August 1, 2031		880			907
6.59%, Amortizing Secured Note, due April 20, 2029		3,430			3,604
7.05%, Amortizing Secured Note, due January 20, 2030		2,646			2,771
5.69%, Amortizing Secured Note, due January 20, 2030		5,427			5,684
4.45%, Amortizing Secured Note, due April 20, 2040		9,167			9,387
4.47%, Amortizing Secured Note, due April 20, 2040		3,401			3,483
3.75%, State Revolving Trust Note, due July 1, 2031		1,892			1,954
2.00%, State Revolving Trust Note, due February 1, 2036		1,039			1,064
3.75%, State Revolving Trust Note, due November 30, 2030		990			1,024
0.00% Construction Loans		29,726			16,509
First Mortgage Bonds:
0.00%, Series Z, due August 1, 2019		113			113
5.25% to 5.75%, Series AA, due August 1, 2019		155			155
0.00%, Series BB, due August 1, 2021		354			362
4.00% to 5.00%, Series CC, due August 1, 2021		489			489
0.00%, Series EE, due August 1, 2023		1,818			1,876
3.00% to 5.50%, Series FF, due August 1, 2024		2,980			2,980
0.00%, Series GG, due August 1, 2026		710			723
4.00% to 5.00%, Series HH, due August 1, 2026		795			795
0.00%, Series II, due August 1, 2024		506			520
3.40% to 5.00%, Series JJ, due August 1, 2027		671			671
0.00%, Series KK, due August 1, 2028		880			898
5.00% to 5.50%, Series LL, due August 1, 2028		1,010			1,010
0.00%, Series MM, due August 1, 2030		1,103			1,137
3.00% to 4.375%, Series NN, due August 1, 2030		1,285			1,415
0.00%, Series OO, due August 1, 2031		1,906			1,956
2.00% to 5.00%, Series PP, due August 1, 2031		700			700
5.00%, Series QQ, due October 1, 2023		9,915			9,915
3.80%, Series RR, due October 1, 2038		22,500			22,500
4.25%, Series SS, due October 1, 2047		23,000			23,000
0.00%, Series TT, due August 1, 2032		2,057			2,107
3.00% to 3.25%, Series UU, due August 1, 2032		800			800
0.00%, Series VV, due August 1, 2033		2,099			2,147
3.00% to 5.00%, Series WW, due August 1, 2033		795			795
0.00%, Series XX, due August 1, 2047		10,880			11,006
3.00% to 5.00%, Series YY, due August 1, 2047		3,860			3,860
0.00%, Series 2018A, due August 1, 2047		6,837			6,917
3.00%-5.00%, Series 2018B, due August 1, 2047		2,365			2,365
SUBTOTAL LONG-TERM DEBT		173,634			162,904
Add: Premium on Issuance of Long-term Debt		1,150			1,259
Less: Unamortized Debt Expense		(3,857	)		(3,969	)
Less: Current Portion of Long-term Debt		(7,353	)		(7,343	)
TOTAL LONG-TERM DEBT	$	163,574		$	152,851

March 31, December 31,
2019 2018
Common Stock, No Par Value
Shares Authorized -    40,000
Shares Outstanding - 2019 - 16,451; 2018 - 16,403 $ 160,142 $ 157,354

Retained Earnings 94,000 91,433
TOTAL COMMON EQUITY $ 254,142 $ 248,787

Cumulative Preferred Stock, No Par Value:
Shares Authorized -   126
Shares Outstanding - 23
   Convertible:
Shares Outstanding, $7.00 Series - 10 1,005 1,005
Shares Outstanding, $8.00 Series - 3 349 349
   Nonredeemable:
Shares Outstanding, $7.00 Series -   1 79 79
Shares Outstanding, $4.75 Series - 10 1,000 1,000
TOTAL PREFERRED STOCK $ 2,433 $ 2,433

Long-term Debt:
   8.05%, Amortizing Secured Note, due December 20, 2021 $ 856 $ 924
   6.25%, Amortizing Secured Note, due May 19, 2028 3,850 3,955
   6.44%, Amortizing Secured Note, due August 25, 2030 3,197 3,267
   6.46%, Amortizing Secured Note, due September 19, 2031 3,477 3,547
   4.22%, State Revolving Trust Note, due December 31, 2022 228 228
   3.60%, State Revolving Trust Note, due May 1, 2025 1,632 1,632
   3.30% State Revolving Trust Note, due March 1, 2026 330 351
   3.49%, State Revolving Trust Note, due January 25, 2027 369 389
   4.03%, State Revolving Trust Note, due December 1, 2026 501 501
   4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021 111 111
   0.00%, State Revolving Fund Bond, due August 1, 2021 85 88
   3.64%, State Revolving Trust Note, due July 1, 2028 235 235
   3.64%, State Revolving Trust Note, due January 1, 2028 77 77
   3.45%, State Revolving Trust Note, due August 1, 2031 879 907
   6.59%, Amortizing Secured Note, due April 20, 2029 3,517 3,604
   7.05%, Amortizing Secured Note, due January 20, 2030 2,708 2,771
   5.69%, Amortizing Secured Note, due January 20, 2030 5,555 5,684
   4.45%, Amortizing Secured Note, due April 20, 2040 9,277 9,387
   4.47%, Amortizing Secured Note, due April 20, 2040 3,442 3,483
   3.75%, State Revolving Trust Note, due July 1, 2031 1,954 1,954
   2.00%, State Revolving Trust Note, due February 1, 2036 1,039 1,064
   3.75%, State Revolving Trust Note, due November 30, 2030 1,024 1,024
   0.00% Construction Loans 23,408 16,509
   First Mortgage Bonds:
0.00%, Series Z, due August 1, 2019 113 113
5.25% to 5.75%, Series AA, due August 1, 2019 155 155
0.00%, Series BB, due August 1, 2021 354 362
4.00% to 5.00%, Series CC, due August 1, 2021 489 489
0.00%, Series EE, due August 1, 2023 1,819 1,876
3.00% to 5.50%, Series FF, due August 1, 2024 2,980 2,980
0.00%, Series GG, due August 1, 2026 710 723
4.00% to 5.00%, Series HH, due August 1, 2026 795 795
0.00%, Series II, due August 1, 2024 506 520
3.40% to 5.00%, Series JJ, due August 1, 2027 671 671
0.00%, Series KK, due August 1, 2028 880 898
5.00% to 5.50%, Series LL, due August 1, 2028 1,010 1,010
0.00%, Series MM, due August 1, 2030 1,103 1,137
3.00% to 4.375%, Series NN, due August 1, 2030 1,415 1,415
0.00%, Series OO, due August 1, 2031 1,906 1,956
2.00% to 5.00%, Series PP, due August 1, 2031 700 700
5.00%, Series QQ, due October 1, 2023 9,915 9,915
3.80%, Series RR, due October 1, 2038 22,500 22,500
4.25%, Series SS, due October 1, 2047 23,000 23,000
0.00%, Series TT, due August 1, 2032 2,057 2,107
3.00% to 3.25%, Series UU, due August 1, 2032 800 800
0.00%, Series VV, due August 1, 2033 2,100 2,147
3.00% to 5.00%, Series WW, due August 1, 2033 795 795
0.00%, Series XX, due August 1, 2047 10,880 11,006
3.00% to 5.00%, Series YY, due August 1, 2047 3,860 3,860
0.00%, Series 2018A, due August 1, 2047 6,837 6,917
3.00%-5.00%, Series 2018B, due August 1, 2047 2,365 2,365
SUBTOTAL LONG-TERM DEBT 168,466 162,904
Add: Premium on Issuance of Long-term Debt 1,204 1,259
Less: Unamortized Debt Expense (3,912 ) (3,969 )
Less: Current Portion of Long-term Debt (7,336 ) (7,343 )
TOTAL LONG-TERM DEBT $ 158,422 $ 152,851

See Notes to Condensed Consolidated Financial Statements.

Index

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)

	Common			Common
	Stock			Stock		Retained
	Shares			Amount		Earnings			Total

For the Three Months Ended June 30, 2018
Balance at April 1, 2018		16,358		$	155,580	$	74,855		$	230,435
Net Income		—			—		8,675			8,675
Dividend Reinvestment & Common Stock Purchase Plan		7			310		—			310
Restricted Stock Award, Net - Employees		23			214		—			214
Stock Award - Board Of Directors		4			147		—			147
Shares Forefeited		—			—		—
Cash Dividends on Common Stock		—			—		(3,666	)		(3,666	)
Cash Dividends on Preferred Stock		—			—		(36	)		(36	)
Balance at June 30, 2018		16,392		$	156,251	$	79,828		$	236,079

For the Six Months Ended June 30, 2018
Balance at January 1, 2018		16,352		$	155,120	$	74,056		$	229,176
Net Income		—			—		13,169			13,169
Dividend Reinvestment & Common Stock Purchase Plan		15			596		—			596
Restricted Stock Award, Net - Employees		23			388		—			388
Stock Award - Board Of Directors		4			147		—			147
Shares Forefeited		(2	)		—		—			—
Cash Dividends on Common Stock		—			—		(7,325	)		(7,325	)
Cash Dividends on Preferred Stock		—			—		(72	)		(72	)
Balance at June 30, 2018		16,392		$	156,251	$	79,828		$	236,079

For the Three Months Ended June 30, 2019
Balance at April 1, 2019		16,451		$	160,142	$	94,000		$	254,142
Net Income		—			—		8,146			8,146
Dividend Reinvestment & Common Stock Purchase Plan		82			4,522		—			4,522
Restricted Stock Award, Net - Employees		17			278		—			278
Stock Award - Board Of Directors		4			196		—			196
Cash Dividends on Common Stock		—			—		(3,964	)		(3,964	)
Cash Dividends on Preferred Stock		—			—		(36	)		(36	)
Balance at June 30, 2019		16,554		$	165,138	$	98,146		$	263,284

For the Six Months Ended June 30, 2019
Balance at January 1, 2019		16,403		$	157,354	$	91,433		$	248,787
Net Income		—			—		14,696			14,696
Dividend Reinvestment & Common Stock Purchase Plan		130			7,081		—			7,081
Restricted Stock Award, Net - Employees		17			507		—			507
Stock Award - Board Of Directors		4			196		—			196
Cash Dividends on Common Stock		—			—		(7,906	)		(7,906	)
Cash Dividends on Preferred Stock		—			—		(72	)		(72	)
Common Stock Expenses		—			—		(5	)		(5	)
Balance at June 30, 2019		16,554		$	165,138	$	98,146		$	263,284

Common Common
Stock Stock Retained
Shares Amount Earnings Total

For the Three Months Ended March 31, 2018
Balance at January 1, 2018 16,352 $ 155,120 $ 74,056 $ 229,176
Net Income — — 4,494 4,494
Dividend Reinvestment & Common Stock Purchase Plan 8 286 — 286
Restricted Stock Award, Net - Employees — 174 — 174
Shares Forefeited (2 ) — — —
Cash Dividends on Common Stock — — (3,659 ) (3,659 )
Cash Dividends on Preferred Stock — — (36 ) (36 )
Balance at March 31, 2018 16,358 $ 155,580 $ 74,855 $ 230,435

For the Three Months Ended March 31, 2019
Balance at January 1, 2019 16,403 $ 157,354 $ 91,433 $ 248,787
Net Income — — 6,552 6,552
Dividend Reinvestment & Common Stock Purchase Plan 48 2,559 — 2,559
Restricted Stock Award, Net - Employees — 229 — 229
Cash Dividends on Common Stock — — (3,943 ) (3,943 )
Cash Dividends on Preferred Stock — — (36 ) (36 )
Common Stock Expenses — — (6 ) (6 )
Balance at March 31, 2019 16,451 $ 160,142 $ 94,000 $ 254,142

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 2018 Annual Report on Form 10-K ~~(the 2018~~(2018 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 ~~March 31,~~June 30, 2019 and the results of operations and cash flows for the three month and six month periods ended ~~March 31,~~June 30, 2019 and 2018. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2018, has been derived from the Company’s audited financial statements for the year ended December 31, 2018 included in the 2018 Form 10-K.

Recently Adopted Accounting Guidance

Leases -On January 1, 2019, the Company adopted Financial Accounting Standards Board (FASB) issued guidance related to leases which required lessees to recognize a lease liability and a right-of-use asset. The Company elected the optional transition method of adoption option to apply the requirements of the standard in the period of adoption with no restatement of prior periods. The Company utilized the package of transition practical expedients provided by the new guidance, including carrying forward prior conclusions related to contracts that contain leases and lease classification. The Company also utilized the transition practical expedient permitting entities to forgo the evaluation of existing land easement arrangements to determine if they contain a lease. 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 adoption of this guidance resulted in the recording of a $6.7 million right-of-use asset, a $7.1 million lease liability and a $0.4 million regulatory asset on the Company’s consolidated balance sheet as of January 1, 2019. For further discussion, see “Leases” inNote 7 – Commitments and Contingent Liabilities.

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 –In December 2018, the New Jersey Board of Public Utilities ~~(the NJBPU)~~(NJBPU) approved Middlesex’s petition to establish its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of less than $0.1 million, primarily for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU. A PWAC is a rate mechanism that allows for recovery of increased purchased water costs between base rate case filings. The PWAC is reset to zero once those increased costs are included in base rates. The PWAC tariff rate became effective on January 1, 2019.

Tidewater -Effective ~~January~~July 1, 2019, Tidewater reset its Delaware Public Service Commission ~~(the DEPSC)~~(DEPSC) approved Distribution System Improvement Charge rate, which is expected to generate revenues of approximately ~~$0.2~~$0.5 million annually.

Index

In February 2019, Tidewater received approval from the DEPSC to reduce its rates, effective March 1, 2019, to reflect the lower corporate income tax rate enacted by theTax Cuts and Jobs Act of 2017 ~~(the Tax~~(Tax Act), resulting in an overall rate decrease of 3.35%, or $1.0 million of revenues, on an annual basis. The DEPSC also approved a one-time credit of $0.7 million to customers’ accounts related to the lower corporate income tax rate.

~~Index~~

Pinelands -In March 2019, Pinelands Water and Pinelands Wastewater filed separate petitions with the NJBPU seeking permission to increase base rates by approximately $0.2 million and $0.5 million per year, respectively. These requests were necessitated by capital infrastructure investments both companies have made, or have committed to make, and increased operations and maintenance costs. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the requests. A decision by the NJBPU in either matter is not expected before the fourth quarter of 2019.

Twin Lakes -In July 2019, Twin Lakes filed a petition with the Pennsylvania Public Utilities Commission (PAPUC) seeking permission to increase base rates by approximately $0.2 million per year. This request was necessitated by capital infrastructure investments Twin Lakes has made, or has committed to make, and increased operations and maintenance costs. We cannot predict whether the PAPUC will ultimately approve, deny, or reduce the amount of the request. A decision by the PAPUC is not expected before the first quarter of 2020.

Note 3 – Capitalization

Common Stock -During the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018, there were ~~47,649~~129,675 common shares ($~~2.6~~7.1 million) and ~~7,665~~15,026 common shares (approximately ~~$0.3~~$0.6 million), respectively, issued under the Middlesex Water Company Investment Plan ~~(the Investment~~(Investment Plan). On January 2, 2019, the Company began offering shares of its common stock for purchase at a 5% discount to participants in the Investment Plan. The discount offering will continue until 200,000 shares are purchased at the discounted price or December 30, 2019, whichever event occurs first. The discount applies to all common stock purchases made under the Investment Plan, whether by optional cash payment or by dividend reinvestment.

In ~~March~~May 2019, Middlesex ~~filed a petition with~~received approval from the NJBPU ~~seeking approval~~ to issue and sell up to 1,500,000 shares of its common stock in one or more transactions through December 31, 2022. ~~The sale~~Sales of ~~these~~ additional shares of common stock isare part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program. As described below in “Long-term Debt”, the NJBPU approved the New Jersey Economic Development Authority (NJEDA) debt funding component of the financing plan. ~~We believe the NJBPU will approve the common stock offering request, as filed, during the second quarter of 2019.~~

Long-term Debt -Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant and other assets. To the extent possible, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates that are typically below rates available in the broader financial markets. A portion of the borrowings under the New Jersey SRF is interest-free. Under the New Jersey SRF program, borrowers first enter into a construction loan agreement with the New Jersey Infrastructure Bank (NJIB) at a below market interest rate. The current interest rate on construction loan borrowings is zero percent (0%). When construction on the qualifying project is substantially complete, NJIB will coordinate the conversion of the construction loan into a long-term securitized loan with a portion of the principal balance having a stated interest rate of zero percent (0%) and a portion of the principal balance at a market interest rate at the time of closing using the credit rating of the State of New Jersey. The current term of the long-term loans offered through the NJIB is up to thirty years. The current portion of the principal balance having a stated interest rate of zero percent (0%) is 75% with the remaining portion of 25% having a market based interest rate.

Index

The NJIB generally schedules its long-term debt financings in May and November.

In September 2018, the NJIB announced changes to the SRF program for project funding priority ranking, the proportions of interest free loans and market interest rate loans and overall loan limits on interest free loan balances to investor-owned water utilities. These changes affect SRF Middlesex currently has two projects ~~for which~~that are in the construction loan ~~closes after September 2018. Under the new guidelines, the principal balance having a stated interest rate~~phase of zero percent (0%) is 25% of the loan balance with the remaining portion of 75% having a market based interest rate. This is limited to the first $10.0 million of the loan. Loan amounts above $10.0 million do not participate in the 0% rate program, but do participate at the market based interest rate.New Jersey SRF program:

~~Index~~

The only active project affected by the SRF program changes is the upgrade to the Company’s Carl J. Olsen water treatment plant (CJO Plant). In April 2018, the NJBPU approved Middlesex’s request to participate in the NJIB loan program and borrow up to $55.0 million for the CJO Plant project. Although the CJO Plant project has met all the SRF Program requirements, the NJIB has been unable to commit to funding the construction loan.

In April 2018, the NJBPU approved Middlesex’s request to participate in the NJIB loan program to fund the construction of a large-diameter transmission pipeline from the CJO water treatment plant and interconnect with our distribution system. Middlesex closed on a $43.5 million NJIB interest-free construction loan in August 2018. Through June 30, 2019, Middlesex has drawn a total of $22.5 million and expects to draw down the remaining proceeds through the first quarter of 2020.

In order to help ensure adherence to its comprehensive financing plan, Middlesex received approval from the NJBPU in February 2019 to issue and sell up to $140 million of First Mortgage Bonds through the NJEDA in one or more transactions through December 31, 2022.

In March 2018, the NJBPU approved Middlesex’s request to borrow up to $14.0 million under the NJIB program to fund the 2018 RENEW Program, which is an ongoing initiative to eliminate all unlined water distribution mains in the Middlesex system. Middlesex closed on an $8.7 million NJIB construction loan in September 2018. Through June 30, 2019, Middlesex has drawn a total of $7.2 million and expects to draw the remaining proceeds during the remainder of 2019. The NJIB has informed the Company that the RENEW 2018 interest-free construction loan is scheduled for the May 2020 long-term debt financing program.

In May 2018, Middlesex repaid its $9.5 million RENEW 2017 interest-free 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 ~~March 31,~~June 30, 2019, Middlesex has drawn a total of ~~$8.2~~$8.9 million and expects to ~~draw the remaining proceeds~~finish drawing on this loan during the ~~second~~third quarter of 2019. The final maturity date for both bonds is August 1, 2047, with scheduled debt service payments over the life of the loans.

In ~~April 2018,~~order to help ensure adherence to its comprehensive financing plan, Middlesex received approval from the NJBPU ~~approved Middlesex’s request~~in February 2019 to ~~participate~~issue and sell up to $140 million of First Mortgage Bonds (FMB) through the NJEDA in one or more transactions through December 31, 2022. Because the interest paid to the bondholders is exempt from federal and New Jersey income taxes, the interest rate on FMB issued through the NJEDA is generally lower than otherwise achievable in the ~~NJIB loan program~~traditional taxable corporate bond market. However, the interest is subject to ~~fund~~ the ~~construction~~Alternative Minimum Tax. Middlesex has selected an underwriter to market and sell up to $60 million of ~~a large-diameter transmission pipeline from the CJO water treatment plant and interconnect with our distribution system. Middlesex closed on a $43.5 million NJIB interest-free construction loan~~FMB in August ~~2018. Through March 31, 2019, Middlesex has drawn a total of $16.8 million and expects to draw down the remaining proceeds through the end of~~ 2019.

In March 2018, the NJBPU approved Middlesex’s request to borrow up to $14.0 million under the NJIB program to fund the 2018 RENEW Program, which is an ongoing initiative to eliminate all unlined water distribution mains in the Middlesex system. Middlesex closed on an $8.7 million NJIB construction loan in September 2018. Through March 31, 2019, Middlesex has drawn a total of $6.6 million and expects to draw the remaining proceeds during the remainder of 2019. The NJIB has informed the Company that the RENEW 2018 interest-free construction loan is scheduled for the May 2019 long-term debt financing program.

In March 2018, the DEPSC approved Tidewater’s request to borrow up to $0.9 million under the Delaware SRF program to fund the replacement of an entire water distribution system of a small Delaware subdivision. Tidewater closed on ~~the~~this SRF loan in May 2018. In April 2019, Tidewater received approval from the DEPSC to increase the borrowing to $1.7 million based on revised project cost estimates. ~~The closing~~Tidewater expects to close on this additional SRF loan in August 2019 and expects to draw down on the ~~additional $0.8~~loan beginning in the fourth quarter of 2019 through the second quarter of 2020.

In 2019, the NJIB de-obligated principal payments of $0.1 million ~~is expected to occur in June 2019.~~on Series NN of the Company’s First Mortgage Bonds.

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~~FMB and 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 classified as a Level 1 measurement and the fair value of notes

Index

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:

March 31, 2019 December 31, 2018
Carrying Fair Carrying Fair
Amount Value Amount Value
Bonds $100,910 $103,247 $101,411 $102,789

~~Index~~

	June 30, 2019		December 31, 2018
	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value
Bonds	$100,780	$103,550	$101,411	$102,789

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 ~~$67.6~~$72.9 million and $61.5 million at ~~March 31,~~June 30, 2019 and December 31, 2018, respectively. Customer advances for construction have carrying amounts of $23.4 million and $22.6 million at ~~both March 31,~~June 30, 2019 and December 31, 2018, 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.

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)										(In Thousands Except per Share Amounts)
	Three Months Ended March 31,										Three Months Ended June 30,
	2019					2018					2019					2018
Basic:	Income			Shares		Income			Shares		Income			Shares		Income			Shares
Net Income	$	6,552			16,428	$	4,494			16,354	$	8,146			16,519	$	8,675			16,388
Preferred Dividend		(36	)				(36	)				(36	)				(36	)
Earnings Applicable to Common Stock	$	6,516			16,428	$	4,458			16,354	$	8,110			16,519	$	8,639			16,388

Basic EPS	$	0.40				$	0.27				$	0.49				$	0.53

Diluted:
Earnings Applicable to Common Stock	$	6,516			16,428	$	4,458			16,354	$	8,110			16,519	$	8,639			16,388
$7.00 Series Preferred Dividend		17			115		17			115		17			115		17			115
$8.00 Series Preferred Dividend		6			41		6			41		6			41		6			41
Adjusted Earnings Applicable to Common Stock	$	6,539			16,584	$	4,481			16,510	$	8,133			16,675	$	8,662			16,544

Diluted EPS	$	0.39				$	0.27				$	0.49				$	0.52

Index

	(In Thousands Except per Share Amounts)
	Six Months Ended June 30,
	2019					2018
Basic:	Income			Shares		Income			Shares
Net Income	$	14,696			16,474	$	13,169			16,371
Preferred Dividend		(72	)				(72	)
Earnings Applicable to Common Stock	$	14,624			16,474	$	13,097			16,371

Basic EPS	$	0.89				$	0.80

Diluted:
Earnings Applicable to Common Stock	$	14,624			16,474	$	13,097			16,371
$7.00 Series Preferred Dividend		34			115		34			115
$8.00 Series Preferred Dividend		12			41		12			41
Adjusted Earnings Applicable to Common Stock	$	14,670			16,630	$	13,143			16,527

Diluted EPS	$	0.88				$	0.80

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.

910

Index

	(In Thousands)						(In Thousands)
	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
Operations by Segments:	2019			2018			2019			2018			2019			2018
Revenues:
Regulated	$	27,898		$	27,206		$	30,444		$	31,168		$	58,342		$	58,374
Non – Regulated		2,925			4,100			3,087			3,882			6,012			7,982
Inter-segment Elimination		(125	)		(129	)		(138	)		(131	)		(264	)		(260	)
Consolidated Revenues	$	30,698		$	31,177		$	33,393		$	34,919		$	64,090		$	66,096

Operating Income:
Regulated	$	6,034		$	5,625		$	7,903		$	9,988		$	13,936		$	15,613
Non – Regulated		994			725			1,047			733			2,041			1,458
Consolidated Operating Income	$	7,028		$	6,350		$	8,950		$	10,721		$	15,977		$	17,071

Net Income:
Regulated	$	5,868		$	3,983		$	7,423		$	8,151		$	13,290		$	12,134
Non – Regulated		684			511			723			524			1,406			1,035
Consolidated Net Income	$	6,552		$	4,494		$	8,146		$	8,675		$	14,696		$	13,169

Capital Expenditures:
Regulated	$	12,293		$	9,978		$	23,268		$	18,350		$	35,561		$	28,328
Non – Regulated		31			33			106			16			137			49
Total Capital Expenditures	$	12,324		$	10,011		$	23,374		$	18,366		$	35,698		$	28,377

	As of			As of			As of			As of
	March 31,			December 31,			June 30,			December 31,
	2019			2018			2019			2018
Assets:
Regulated	$	780,317		$	764,749		$	807,021		$	764,749
Non – Regulated		9,087			8,994			9,093			8,994
Inter-segment Elimination		(6,431	)		(5,913	)		(8,543	)		(5,913	)
Consolidated Assets	$	782,973		$	767,830		$	807,571		$	767,830

Note 6 – Short-term Borrowings

As of ~~March 31,~~June 30, 2019, the Company retains lines of credit aggregating $100.0 million. At ~~March 31,~~June 30, 2019, the outstanding borrowings under these credit lines were ~~$49.5~~$59.4 million at a weighted average interest rate of ~~3.61%~~3.41%.

The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were ~~$50.0 million and $27.9 million at 3.64% and 2.74% for the three months ended March 31, 2019 and 2018, respectively.~~as follows:

	(In Thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Average Daily Amounts Outstanding	$	50,992	$	31,555	$	50,485	$	29,721
Weighted Average Interest Rates		3.52%		3.10%		3.57%		2.94%

The maturity dates for the ~~$49.5~~$59.4 million outstanding as of ~~March 31,~~June 30, 2019 are in ~~April~~July 2019 through ~~June~~September 2019 and are extendable at the discretion of the Company.

Index

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

~~Index~~

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)				(In Thousands)
	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2019		2018		2019		2018		2019		2018

Treated	$	770	$	888	$	827	$	703	$	1,597	$	1,591
Untreated		861		930		782		850		1,643		1,780
Total Costs	$	1,631	$	1,818	$	1,609	$	1,553	$	3,240	$	3,371

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 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, have indemnified Middlesex against any claims that may arise under the Middlesex guaranty to the County.

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 ~~March 31,~~June 30, 2019 and December 31, 2018, the liability recognized in Other Non-Current Liabilities on the balance sheet for the guaranty is approximately $1.5 million.

~~Index~~

Leases-The Company determines if an arrangement is a lease at inception. Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.

The Company has entered into an operating lease of office space for administrative purposes, expiring in 2030. The Company has not entered into any finance leases. The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company.

Index

The right-of-use (ROU) asset recorded represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such the Company used an estimated incremental borrowing rate (4.03%) based on the information available at commencement date in determining the present value of lease payments.

Given the impacts of accounting for regulated operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent with lease expense and were $0.1 million and less than $0.1 million for the three months ended ~~March 31,~~June 30, 2019 and 2018, respectively and $0.3 million and $0.1 million for the six months ended June 30, 2019 and 2018, respectively.

Information related to operating lease ROU assets and lease liabilities is as follows:

(In Millions)
March 31, 2019
ROU Asset at Lease Inception $ 7.3
Accumulated Amortization (0.8 )
Current ROU Asset $ 6.5

	(In Millions)
	June 30, 2019
ROU Asset at Lease Inception	$	7.3
Accumulated Amortization		(1.0	)
Current ROU Asset	$	6.3

The Company’s future minimum operating lease commitments as of ~~March 31,~~June30, 2019 are as follows:

	(In Millions)			(In Millions)
	March 31, 2019			June 30, 2019
2019	$	0.5		$	0.3
2020		0.8			0.8
2021		0.8			0.8
2022		0.8			0.8
2023		0.8			0.8
Thereafter		5.3			5.3
Total Lease Payments	$	9.0		$	8.8
Imputed Interest		(2.1	)		(2.0	)
Present Value of Lease Payments		6.9			6.8
Less Current Portion*		(0.6	)		(0.7	)
Non-Current Lease Liability	$	6.3		$	6.1

*Included in Other Current Liabilities

Construction - The Company has forecasted to spend approximately ~~$112~~$116 million for its construction program in 2019. The Company has entered into several contractual construction agreements that, in the aggregate, obligate it to expend an estimated ~~$17~~$77 million in the future. The 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.

Index

Note 8 – Employee Benefit Plans

Pension Benefits - The Company’s Pension Plan covers all active employees hired prior to April 1, 2007. Employees hired after March 31, 2007 are not eligible to participate in this plan, but do participate in a defined contribution plan that provides for a potential annual contribution in an amount that is at the discretion of the Company. 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 ~~month periods~~months ended ~~March 31,~~June 30, 2019 and 2018, the Company made Pension Plan cash contributions of $0.5 ~~million.~~million and $0.8 million, respectively. For the six months ended June 30, 2019 and 2018, the Company made Pension Plan cash contributions of $1.0 million and $1.3 million, respectively. The Company expects to make Pension Plan cash contributions of approximately ~~$3.1~~$2.6 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 $0.4 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 ~~month periods~~months ended ~~March 31,~~June 30, 2019 and 2018, the Company made Other Benefits Plan cash contributions of $0.2 ~~million.~~million, respectively. For each of the six months ended June 30, 2019 and 2018, the Company made Other Benefits Plan cash contributions of $0.4 million, respectively. The Company expects to make Other Benefits Plan cash contributions of approximately ~~$1.2~~$1.0 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 March 31,												Three Months Ended June 30,
	2019			2018			2019			2018			2019			2018			2019			2018

Service Cost	$	543		$	607		$	210		$	284		$	543		$	607		$	210		$	284
Interest Cost		857			765			496			474			857			765			496			474
Expected Return on Assets		(1,173	)		(1,218	)		(613	)		(637	)		(1,173	)		(1,218	)		(613	)		(637	)
Amortization of Unrecognized Losses		404			415			330			447			404			415			330			447
Amortization of Unrecognized Prior Service Credit		—			—			—			(402	)
Amortization of Unrecognized Prior Service Cost (Credit)														—			—			—			(402	)
Net Periodic Benefit Cost*	$	631		$	569		$	423		$	166		$	631		$	569		$	423		$	166

*Service cost is included in Operations and Maintenance expense on Consolidated Statements of Income; all other amounts are included in Other Income/Expense, net.14

Index

	(In Thousands)
	Pension Benefits						Other Benefits
	Six Months Ended June 30,
	2019			2018			2019			2018

Service Cost	$	1,085		$	1,213		$	420		$	567
Interest Cost		1,713			1,530			992			949
Expected Return on Assets		(2,347	)		(2,435	)		(1,226	)		(1,275	)
Amortization of Unrecognized Losses		809			829			660			894
Amortization of Unrecognized Prior Service Cost (Credit)		—			—			—			(803	)
Net Periodic Benefit Cost*	$	1,260		$	1,137		$	846		$	332

*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 and 30 days after the invoice date. The Company recognizes revenue as the water and wastewater services are delivered to customers ~~as well as~~and 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 of service provided to Tidewater customers and are recognized as service is provided.

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. Certain of these contracts continue through 2022 and thus contain remaining performance obligations for which the Company expects to recognize revenue in the future. These contracts also contain termination provisions.

Substantially all operating revenues and accounts receivable are from contracts with customers. The Company records an 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.

1315

Index

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

(In Thousands)
Three Months Ended March 31,
2019 2018
Regulated Tariff Sales
Residential $ 15,980 $ 15,623
Commercial 3,309 3,109
Industrial 2,198 2,312
Fire Protection 3,013 2,888
Wholesale 3,339 3,212
Non-Regulated Contract Operations 2,824 3,999
Total Revenue from Contracts with Customers $ 30,663 $ 31,143
Other Regulated Revenues 58 62
Other Non-Regulated Revenues 102 101
Inter-segment Elimination (125 ) (129 )
Total Revenue $ 30,698 $ 31,177

	(In Thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Regulated Tariff Sales
Residential	$	17,780		$	17,892		$	33,760		$	33,515
Commercial		3,744			3,771			7,053			6,880
Industrial		2,321			2,689			4,519			5,001
Fire Protection		3,098			3,073			6,111			5,961
Wholesale		3,429			3,680			6,768			6,892
Non-Regulated Contract Operations		2,986			3,781			5,810			7,780
Total Revenue from Contracts with Customers	$	33,358		$	34,886		$	64,021		$	66,029
Other Regulated Revenues		73			63			131			125
Other Non-Regulated Revenues		100			101			202			202
Inter-segment Elimination		(138	)		(131	)		(264	)		(260	)
Total Revenue	$	33,393		$	34,919		$	64,090		$	66,096

Note 10 – Income Taxes

As part of its 2014 Federal income tax return, the Company adopted the final Internal Revenue Service (IRS) tangible property regulations and changed its accounting method for the tax treatment of expenditures that qualified as 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 the tax refunds. A reserve provision against refunded taxes of $2.3 million was recorded in 2015 at the time of filing its change in accounting method based on a possible challenge by the IRS during an audit examination. The Company’s 2014 federal income tax return was subsequently selected for examination by the ~~IRS in 2016.~~IRS. In 2018, the Company ~~received information from the IRS regarding certain aspects of the~~increased its ~~adopted accounting method used to calculate qualifying tangible property repair cost deductions and increased its~~income tax reserve provision to $4.1 million. During the first quarter of 2019, the Company agreed to certain modifications of its accounting method for expenditures that qualify as deductible repairs and the IRS concluded its audit of the Company’s 2014 federal income tax return. The modifications also impacted the Company’s filed 2015, 2016 and 2017 federal income tax returns. ~~The~~In 2019, the Company paid $0.8 million in income taxes and $0.1 million in interest in connection with the conclusion and closing of the 2014 and 2015 tax ~~years.~~return audits and reduced its income tax reserve provision and interest expense liability to $3.1 million and $0.2 million, respectively. The IRS is currently examining the 2016 and 2017 tax ~~years~~returns to determine the impact of the modifications on those ~~tax years. The Company reduced its income tax reserve provision to $3.1 million as of March 31, 2019. Pending~~filings and pending completion of ~~the 2016 and 2017~~those examinations, the final tax liability could be different than the recorded reserve provision. For the three months ended March 31, 2019, the Company reduced its potential interest expense liability to $0.3 million as a result of the closing of the 2014 and 2015 tax years and the revised income tax reserve provision.

1416

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, 2018.

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;

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;

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;

ability to maintain compliance with all regulatory requirements with respect to water and wastewater treatment, distribution and collection;

actions taken by government regulators, including decisions on rate increase requests;

ability to meet new or modified water and wastewater 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 residential housing development;

actions against the company that could be brought by third parties;

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.

1517

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, 2018.

Overview

Middlesex Water Company (Middlesex) 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 four of our other 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. Our Bayview subsidiary 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 approximately 2,500 customers in Southampton Township, New Jersey.

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC (Southern Shores), provide water services to approximately 47,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,000 customers in Delaware and Maryland through various operations and maintenance contracts.

Our Tidewater Environmental Services, Inc. (TESI) subsidiary provides wastewater services to approximately 3,600 residential retail customers in Sussex Counties, Delaware.

USA-PA operates the water and wastewater systems for the City of Perth Amboy, New Jersey (Perth Amboy) under a 10-year operations and maintenance contract expiring in 2028. In addition to performing day-to day operations, USA-PA is also responsible for emergency responses and management of capital projects funded by Perth Amboy. USA-PA does not manage the billing, collections and customer service functions of Perth Amboy.

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 and management of capital projects funded by Avalon.

Under a marketing agreement with HomeServe USA (HomeServe), USA offers residential customers in New Jersey and Delaware a menu of water and wastewater related home maintenance programs. 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. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities.

1618

Index

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

Recent Developments

Capital Construction Program -The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to better serve the current and future generations of water and wastewater customers. The Company plans to invest approximately ~~$112~~$116 million in 2019 in connection with this plan for projects that include, but are not limited to;

Construction of a 4.6 mile water transmission pipeline to provide critical resiliency and redundancy to the Company’s water transmission system in New Jersey;

Replacement of four miles of water mains including service lines, valves, fire hydrants and meters in Carteret, New Jersey;

Enhanced treatment process at the Company’s largest water plant in Edison Township, New Jersey, to mitigate the formation of disinfection by-products that can develop during treatment;

~~Construction of a new wastewater treatment plant to serve current and future customers in and around the Town of Milton, Delaware;~~

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.

Pinelands Files for Rate Increases -In March 2019, Pinelands Water and Pinelands Wastewater filed separate petitions with the New Jersey Board of Public Utilities ~~(the NJBPU)~~(NJBPU) seeking permission to increase base rates by approximately $0.2 million and $0.5 million per year, respectively. These requests were necessitated by capital infrastructure investments both companies have made, or have committed to make, and increased operations and maintenance costs. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the requests. A decision by the NJBPU in either matter is not expected before the fourth quarter of 2019.

~~Common Stock Offering~~Middlesex Receives Financing Approval -In ~~March~~May 2019, ~~Middlesex filed a~~the NJBPU approved Middlesex’s petition with the NJBPU seeking approval to issue and sell up to 1,500,000 shares of its common stock in one or more transactions through December 31, 2022. ~~The sale~~Sales of ~~these~~ additional shares of common stock isare part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment plan.

Twin Lakes Files for Rate Increase -In July 2019, Twin Lakes filed a petition with the Pennsylvania Public Utilities Commission (PAPUC) seeking permission to increase base rates by approximately $0.2 million per year. This request was necessitated by capital infrastructure investments Twin Lakes has made, or has committed to make, and increased operations and maintenance costs. We ~~believe~~cannot predict whether the ~~NJBPU~~PAPUC will ultimately approve, deny, or reduce the ~~common stock offering request, as filed, during~~amount of the ~~second~~request. A decision by the PAPUC is not expected before the first quarter of ~~2019.~~2020.

Outlook

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 (which are evident in comparison discussions in the Results of Operations section below). Revenues in the first quarter of 2019 ~~are expected to be~~were favorably impacted by ~~the full year effect of~~ Middlesex’s April 2018 base water rate increase. Weather patterns experienced in 2017 and 2018, which resulted in lower customer demand ~~may reoccur~~for water, continue to occur in ~~2019.~~2019 and have impacted revenues and net income. Actuarially-determined non-service retirement benefit plan costs are expected to increase in 2019. ~~As operating costs are anticipated to increase in 2019 in a variety of categories, we~~We continue to implement plans to further streamline operations and further reduce, and mitigate increases in, operating costs. 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.

Index

Organic residential customer growth ~~for~~through June 2019 ~~is expected to be~~has been consistent with that experienced in recent years.

~~Index~~

Our strategy for profitable growth is focused on the following key areas:

Prudent acquisitions of investor and municipally-owned water and wastewater utilities;

Timely and adequate recovery of infrastructure investments and other costs to maintain service quality;

Operation of municipal and industrial water and wastewater systems on a contract basis; and

Invest in projects, products and services 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 ~~March 31,~~June 30, 2019

	(In Thousands)														(In Thousands)
	Three Months Ended March 31,														Three Months Ended June 30,
	2019								2018						2019								2018
	Regulated			Non- Regulated		Total			Regulated		Non- Regulated		Total		Regulated			Non- Regulated		Total			Regulated		Non- Regulated		Total
Revenues	$	27,874		$	2,824	$	30,698		$	27,178	$	3,999	$	31,177	$	30,406		$	2,987	$	33,393		$	31,138	$	3,781	$	34,919
Operations and maintenance expenses		14,417			1,703		16,120			14,708		3,126		17,834		14,957			1,824		16,781			13,918		2,907		16,825
Depreciation expense		3,986			60		4,046			3,564		45		3,609		4,061			62		4,123			3,690		46		3,736
Other taxes		3,437			67		3,504			3,281		103		3,384		3,485			54		3,539			3,542		95		3,637
Operating income		6,034			994		7,028			5,625		725		6,350		7,903			1,047		8,950			9,988		733		10,721

Other income, net		452			6		458			449		15		464		558			5		563			764		21		785
Interest expense		1,200			—		1,200			1,138		—		1,138		1,788			—		1,788			2,068		—		2,068
Income taxes		(582	)		316		(266	)		953		229		1,182		(750	)		329		(421	)		533		230		763
Net income	$	5,868		$	684	$	6,552		$	3,983	$	511	$	4,494	$	7,423		$	723	$	8,146		$	8,151	$	524	$	8,675

Index

Operating Revenues

Operating revenues for the three months ended ~~March 31,~~June 30, 2019 decreased ~~$0.5~~$1.5 million from the same period in 2018. This decrease was related to the following factors:

Middlesex System revenues ~~increased $0.8~~decreased $0.9 million due to the following:

~~Effective April 1, 2018, a NJBPU-approved base rate increase resulted in higher revenues of $1.0 million;~~

~~Lower~~Unfavorable weather reduced water ~~usage~~demand from our general meter service and wholesale contract customers, resulting in lower revenues of ~~$0.3 million;~~$0.8 million and $0.2 million, respectively; and

All other revenue categories increased $0.1 million;

Tidewater System revenues ~~decreased~~increased $0.1 million due to additional customers, which was tempered by lower weather related water demand ~~offset~~andreduced base tariff rates. The reduction in base rates was approved by ~~additional customers;~~the Delaware Public Service Commission (DEPSC) and became effective March 1, 2019, and was prompted by the lower corporate income tax rate enacted under theTax Cuts and Jobs Act of 2017 (Tax Act). There is a corresponding decrease in income tax expense;

Non-regulated revenues decreased by ~~$1.2~~$0.8 million primarily due to changes resulting from USA-PA’s new 10 year contract with Perth Amboy. Under the new contract effective January 1, 2019, USA-PA ~~is directly responsible~~has direct management control for wastewater services, for which USA-PA is compensated. Under the ~~original~~prior contract, ~~for wastewater services,~~ USA-PA utilized, and was compensated for, ~~the costs of~~ a ~~sub-contractor (as such, there is~~sub-contractor. This results in a corresponding decrease in operations and maintenance ~~expense).~~expense; and

All other revenue categories increased $0.1 million.

~~Index~~

Operation and Maintenance Expense

Operation and maintenance expenses for the three months ended ~~March 31,~~June 30, 2019 ~~decreased $1.7 million from~~remained consistent with the same period in 2018, primarily related to the following factors:

~~Under~~Non-regulated operation and maintenance expenses decreased $1.1 million, primarily due to our new Perth Amboy operating contract, effective January 1, 2019, under which USA-PA no longer incurs sub-contractor fees for wastewater ~~services, which resulted~~services. This results in ~~a $1.4 million decrease in costs (there is~~ a corresponding decrease in operating ~~revenues);~~revenues;

~~Milder winter weather resulted in lower water main break~~Labor costs ~~of $0.2 million~~ in our ~~Middlesex System;~~regulated subsidiaries increased $0.4 million due to increased headcount and increased average labor rates;

~~Variable production~~Rent costs ~~decreased $0.2~~increased $0.1 million due to ~~lower customer demand;~~the January 2019 commencement of our lease of new corporate administrative office space;

Health insurance costs increased $0.1 million due to increased premiums and headcount;

Increased costs of $0.1 million for water main break activity in our Middlesex System in the second quarter of 2019 as compared to the second quarter of 2018; and

All other operation and maintenance expense categories increased ~~$0.1~~$0.4 million.

Depreciation

Depreciation expense for the three months ended ~~March 31,~~June 30, 2019 increased $0.4 million from the same period in 2018 due to a higher level of utility plant in service.

Other Taxes

Other taxes for the three months ended ~~March 31,~~June 30, 2019 ~~increased~~decreased $0.1 million from the same period in 2018 primarily due to ~~higher~~lower revenue related taxes on ~~increased~~lower revenues in our Middlesex system.

Other Income, net

Other Income, net for the three months ended ~~March 31,~~June 30, 2019 ~~remained consistent with~~decreased $0.2 million from the same period in 2018, primarily due tohigher actuarially-determined postretirement benefit plan non-service expense and the sale of wastewater franchise rights by our TESI subsidiary in the second quarter of 2018. This decrease was partially offset by higher Allowance for Funds Used During Construction resulting from a higher level of capital construction projects in ~~progress offset by~~ h~~igher actuarially-determined postretirement benefit plan non-service expense.~~progress.

Index

Interest Charges

Interest charges for the three months ended ~~March 31,~~June 30, 2019 ~~increased $0.1~~decreased $0.3 million from the same period in 2018 due to lower interest related to Internal Revenue Service (IRS) examinations of the Company’s federal income tax returns. This decrease was partially offset by higher average short-term debt outstanding at increased interest rates in 2019 as compared to 2018.

Income Taxes

Income taxes for the three months ended ~~March 31,~~June 30, 2019 decreased ~~$1.4~~$1.2 million from the same period in 2018, primarily due to the regulatory accounting treatment of tax benefits associated with the adoption of tangible property regulations prescribed by the IRS, which was approved in Middlesex’s 2018 base rate case decision, and lower-pre-tax income. In addition, Tidewater’s effective income tax rate was decreased in March 2019, reflecting the rate reduction approved by the DEPSCto reflect the lower corporate income tax rate resulting from implementation of theTax Act. This has resulted in a corresponding decrease in operating revenues.

Net Income and Earnings Per Share

Net income for the three months ended June 30, 2019 decreased $0.5 million as compared with the same period in 2018. Basic earnings per share were $0.49 and $0.53 for the three months ended June 30, 2019 and 2018, respectively. Diluted earnings per share were $0.49 and $0.52 for the three months ended June 30, 2019 and 2018, respectively.

Results of Operations – Six Months Ended June 30, 2019

	(In Thousands)
	Six Months Ended June 30,
	2019								2018
	Regulated			Non- Regulated		Total			Regulated		Non- Regulated		Total
Revenues	$	58,280		$	5,810	$	64,090		$	58,316	$	7,780	$	66,096
Operations and maintenance expenses		29,374			3,527		32,901			28,626		6,033		34,659
Depreciation expense		8,047			123		8,170			7,254		91		7,345
Other taxes		6,923			119		7,042			6,823		198		7,021
Operating income		13,936			2,041		15,977			15,613		1,458		17,071

Other income, net		1,010			10		1,020			1,213		36		1,249
Interest expense		2,988			—		2,988			3,206		—		3,206
Income taxes		(1,332	)		645		(687	)		1,486		459		1,945
Net income	$	13,290		$	1,406	$	14,696		$	12,134	$	1,035	$	13,169

Operating Revenues

Operating revenues for the six months ended June 30, 2019 decreased $2.0 million from the same period in 2018. This decrease was related to the following factors:

Middlesex System revenues decreased $0.1 million due to the following:

Unfavorable weather reduced water demand from our general meter service and wholesale contract customers, resulting in reduced revenues of $1.1 million and $0.2 million, respectively; and;

Index

Effective April 1, 2018, a NJBPU-approved base rate increase resulted in higher revenues of $1.2 million;

Tidewater System revenues remained consistent primarily due to additional customers, which was tempered by lower weather related water demand andreduced base tariff rates. The reduction in base rates was approved by the DEPSC and became effective March 1, 2019, and was prompted by the lower corporate income tax rate enacted under theTax Act. There is a corresponding decrease in income tax expense; and

Non-regulated revenues decreased by $2.0 million primarily due to changes resulting from USA-PA’s new 10 year contract with Perth Amboy. Under the new contract, effective January 1, 2019, USA-PA has direct management control for wastewater services, for which USA-PA is compensated. Under the prior contract, USA-PA utilized, and was compensated for, a sub-contractor. This results in a corresponding decrease in operations and maintenance expense.

Operation and Maintenance Expense

Operation and maintenance expenses for the six months ended June 30, 2019 decreased $1.8 million from the same period in 2018, primarily related to the following factors:

Operation and maintenance expenses in our non-regulated subsidiaries decreased $2.5 million, primarily due to our new Perth Amboy operating contract, effective January 1, 2019, under which USA-PA no longer incurs sub-contractor fees for wastewater services. This results in a corresponding decrease in operating revenues;

Variable production costs decreased $0.2 million due to lower customer demand;

Labor costs in our regulated subsidiaries increased $0.3 million due to increased headcount and increased average labor rates;

Rent costs increased $0.2 million due to the January 2019 commencement of our lease of new corporate administrative office space;

Health insurance costs increased $0.2 million due to increased premiums and headcount; and

All other operation and maintenance expense categories increased $0.2 million.

Depreciation

Depreciation expense for the six months ended June 30, 2019 increased $0.8 million from the same period in 2018 due to a higher level of utility plant in service.

Other Taxes

Other taxes for the six months ended June 30, 2019 remained consistent with the same period in 2018 primarily due to lower revenue related taxes on lower revenues in our Middlesex system offset by higher payroll taxes.

Other Income, net

Other Income, net for the six months ended June 30, 2019 decreased $0.2 million from the same period in 2018, primarily due tohigher actuarially-determined postretirement benefit plan non-service expense and the sale of wastewater franchise rights by our TESI subsidiary in the second quarter of 2018. This decrease was partially offset by higher Allowance for Funds Used During Construction resulting from a higher level of capital construction projects in progress.

Interest Charges

Interest charges for the six months ended June 30, 2019 decreased $0.2 million from the same period in 2018 due to lower interest associated with IRS examinations of the Company’s federal income tax returns. This decrease was partially offset by higher average short-term debt outstanding at increased interest rates in 2019 as compared to 2018.

Index

Income Taxes

Income taxes for the six months ended June 30, 2019 decreased $2.6 million from the same period in 2018, primarily due to the regulatory accounting treatment of tax benefits associated with the adoption of the tangible property regulations, prescribed by the IRS, which was approved in Middlesex’s 2018 base rate case decision, and lower pre-tax income. In addition, Tidewater’s effective income tax rate was decreased in March 2019, reflecting the rate reduction approved by the DEPSCto reflect the lower corporate income tax rate resulting from implementation of theTax Act. This has resulted in a corresponding decrease in operating revenues.

Net Income and Earnings Per Share

Net income for the ~~three~~six months ended ~~March 31,~~June 30, 2019 increased ~~$2.1~~$1.5 million as compared with the same period in 2018. Basic earnings per share were ~~$0.40~~$0.89 and ~~$0.27~~$0.80 for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018, respectively. Diluted earnings per share were ~~$0.39~~$0.88 and ~~$0.27~~$0.80 for the ~~three~~six months ended ~~March 31,~~June 30, 2019 and 2018, 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.”

~~Index~~

For the ~~three~~six months ended ~~March 31,~~June 30, 2019, cash flows from operating activities decreased ~~$1.3~~$7.6 million to ~~$7.7 million.~~$11.6 million from the same period in 2018. The decrease in cash flows from operating activities primarily resulted from the timing of payments to ~~vendors. The $7.7 million of net cash flow from operations enabled us to fund approximately 41% of utility~~vendors and increased income tax payments. Utility plant expenditures ~~internally~~ for the ~~period.~~period were primarily funded by financing activities.

Investing Cash Flows

For the ~~three~~six months ended ~~March 31,~~June 30, 2019, cash flows used in investing activities increased ~~$2.3~~$7.3 million to ~~$12.3 million.~~$35.7 million from the same period in 2018. The increase in cash flows used in investing activities resulted from increased utility plant expenditures.

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

Financing Cash Flows

For the ~~three~~six months ended ~~March 31,~~June 30, 2019, cash flows from financing activities increased ~~$8.4~~$14.0 million to ~~$5.8 million.~~$22.6 million from the same period in 2018. The majority of the increase in cash flows provided by financing activities is due to the net increase in ~~short-term and~~ long-term debt funding and increased proceeds from the issuance of common stock under the Middlesex Water Company Investment Plan (the Investment Plan).

Capital Expenditures and Commitments

To fund our capital program, we may use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Investment Plan and proceeds from ~~sales~~new 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 2019 is currently estimated to be approximately ~~$112~~$116 million. Through ~~March 31,~~June 30, 2019, we have expended ~~$12~~$36 million and expect to incur approximately ~~$100~~$80 million for capital projects for the remainder of 2019.

Index

We currently project that we may expend approximately ~~$177~~$204 million for capital projects in 2020 and 2021. The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects.

To pay for our capital program for the remainder of 2019, we plan on utilizing:

Internally generated funds;

Proceeds from the Investment Plan. which includes a 5% discount purchase program for 2019 (see discussion under “Common Stock” inNote 3 - Capitalization);

Proceeds from the New Jersey and Delaware State Revolving Fund (SRF). SRF programs provide low cost financing for projects that meet certain water quality and system improvement benchmarks (see discussion under “Long-term Debt” inNote 3 - Capitalization);

Proceeds from the issuance and sale of First Mortgage Bonds through the New Jersey Economic Development Authority (see discussion under “Long-term Debt” inNote 3 - Capitalization);

~~Proceeds~~If necessary, proceeds from a common stock offering (see discussion under “Common Stock Offering” inRecent Developments above); and

Short-term borrowings ~~if necessary,~~ through $100.0 million of active lines of credit with several financial institutions. As of ~~March 31,~~June 30, 2019, there remains ~~$51.5~~$40.6 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 and guidance.

~~Index~~

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 2019 to 2047. Over the next twelve months, approximately ~~$7.3~~$7.4 million of the current portion of existing long-term debt instruments will mature. Applying a hypothetical 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 price increases through 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.

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 asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our risk is mitigated by our ability to recover retirement benefit plan costs through rates for regulated utility services charged to our customers.

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.

~~Index~~

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

None.

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, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Index

Item 6.	Exhibits

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	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	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	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

2227

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
		Senior Vice President, Treasurer and
		Chief Financial Officer
		(Principal Accounting Officer)

Date: ~~May~~6,July 31, 2019