MIDDLESEX WATER CO
10-Q, 1998-08-07
WATER SUPPLY
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                        SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, DC 20549 
   
                                  FORM 10-Q 
   
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
                                               Commission File 
For Quarter Ended: June 30, 1998               No. 0-422   
  
  
                            MIDDLESEX WATER COMPANY 
           (Exact name of registrant as specified in its charter) 
  
  
 INCORPORATED IN NEW JERSEY                     22-1114430 
(State or other jurisdiction of                 (I.R.S. Employer 
incorporation or organization)                  Identification No.) 
   
1500 RONSON ROAD, ISELIN, NJ	                    08830 
(Address of principal executive offices)        (Zip Code) 
   
                              (732) 634-1500   
             (Registrant's telephone number, including area code) 
   
   
     Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities and Exchange Act of 1934 during the preceding 12 months  
(or for such shorter period that this registrant was required to  
file such reports), and (2) has been subject to such filing  
requirements for the past 30 days. 
   
   
                                YES [X]      NO [ ]    
   
   
     Indicate the number of shares outstanding of each of the  
Issuer's classes of common stock, as of the latest practicable  
date. 
   
   
Class                                 Outstanding at June 30, 1998 
Common Stock, No Par Value            4,345,245 
   
   
<PAGE>
                                   INDEX
  
  
  
  
PART I.     FINANCIAL INFORMATION                                     PAGE
  
  
Item 1.     Financial Statements:
  
    Consolidated Statements of Income                                    1
    Consolidated Balance Sheets                                          2
    Consolidated Statements of Capitalization and Retained Earnings      4
    Consolidated Statements of Cash Flows                                5
    Notes to Consolidated Financial Statements                           6
  
  
Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          8
  
  
PART II.    OTHER INFORMATION                                           10
  
  
SIGNATURE                                                               11
  
<PAGE>   
<TABLE>   
   
   
                 PART I. - FINANCIAL INFORMATION   
   
                                MIDDLESEX WATER COMPANY   
                                CONSOLIDATED STATEMENTS OF INCOME   
                                (Unaudited)   
   
   
<CAPTION>   
                                 Three Months                    Six Months 
                                 Ended June 30,                  Ended June 30,
   
                                       1998        1997        1998        1997
                                 __________  __________  __________  __________
<S>                             <C>         <C>         <C>         <C>        
Operating Revenues              $10,591,316 $ 9,937,149 $20,360,455 $19,273,168
                                 __________  __________  __________  __________
Operating Expenses:   
 Operations and Maintenance       5,171,280   4,965,120  10,087,766   9,525,478
 Depreciation                       815,639     759,628   1,623,723   1,515,111
 Taxes, other than Income Taxes   1,499,787   1,429,827   2,914,244   2,820,997
 Federal Income Taxes               836,439     704,294   1,518,689   1,355,027
                                 __________  __________  __________  __________
   
Total Operating Expenses          8,323,145   7,858,869  16,144,422  15,216,613
                                 __________  __________  __________  __________
   
Utility Operating Income          2,268,171   2,078,280   4,216,033   4,056,555
Other Income-Net                    392,630      58,260     522,421     180,022
                                 __________  __________  __________  __________
   
Income Before Interest Charges    2,660,801   2,136,540   4,738,454   4,236,577
Interest Charges                  1,086,793     825,720   1,901,195   1,643,732
                                 __________  __________  __________  __________
   
Net Income                        1,574,008   1,310,820   2,837,259   2,592,845
Preferred Stock Dividend   
 Requirements                        79,696      39,731     159,393      79,463
                                 __________  __________  __________  __________
   
Earnings Applicable to   
 Common Stock                   $ 1,494,312 $ 1,271,089 $ 2,677,866 $ 2,513,382
                                 __________  __________  __________  __________
   
Basic and Diluted Earnings
 per Share                            $0.34       $0.30       $0.62       $0.60
                                 __________  __________  __________  __________
   
Average Number of Common 
 Shares Outstanding               4,330,025   4,224,248   4,310,462   4,217,480
   
Cash Dividends Paid per 
 Common Share                     $0.28 1/2       $0.28       $0.57       $0.56
   
   
<FN>     
See Notes to Consolidated Financial Statements.  
</TABLE> 
  
                                       -1-
  
<PAGE>  
<TABLE>          
                              MIDDLESEX WATER COMPANY 
                              CONSOLIDATED BALANCE SHEETS  
   
                              ASSETS AND OTHER DEBITS 
<CAPTION>   
                                                   June 30,   December 31, 
                                                       1998           1997 
                                                ___________    ___________ 
                                                (Unaudited) 
<S>                                            <C>            <C>  
UTILITY PLANT:   
 Water Production                              $ 27,900,063   $ 27,689,254 
 Transmission and Distribution                  114,656,052    113,104,789 
 General                                         18,905,283     18,845,301 
 Construction Work in Progress                   13,747,369      5,683,217 
                                                ___________    ___________ 
   
     TOTAL                                      175,208,767    165,322,561 
   
Less Accumulated Depreciation                    31,114,622     30,251,825 
                                                ___________    ___________ 
   
     UTILITY PLANT-NET                          144,094,145    135,070,736 
                                                ___________    ___________ 
   
NONUTILITY ASSETS-NET                             3,702,176      2,038,568 
                                                ___________    ___________ 
 
CURRENT ASSETS:   
 Cash and Cash Equivalents                        2,487,316      2,513,294 
 Temporary Cash Investments-Restricted           16,743,117        218,787 
 Accounts Receivable(net of allowance 
  for doubtful accounts)                          4,867,564      3,794,860 
 Unbilled Revenues                                2,557,179      2,175,934 
 Materials and Supplies(at average cost)          1,100,183        960,577 
 Prepayments and Other Current Assets               535,878        387,487 
                                                ___________    ___________ 
   
     TOTAL CURRENT ASSETS                        28,291,237     10,050,939 
                                                ___________    ___________ 
   
DEFERRED CHARGES:   
 Regulatory Assets                                7,296,196      7,359,969 
 Unamortized Debt Expense                         3,182,940      2,773,233 
 Preliminary Survey and Investigation Charges       215,036        213,650 
 Other                                            2,393,596      2,253,678 
                                                ___________    ___________ 
   
     TOTAL DEFERRED CHARGES                      13,087,768     12,600,530 
                                                ___________    ___________ 
   
          TOTAL                                $189,175,326   $159,760,773 
                                                ___________    ___________ 
<FN> 
See Notes to Consolidated Financial Statements.
</TABLE> 
                                       -2-
  
<PAGE> 
<TABLE> 
                              MIDDLESEX WATER COMPANY 
                              CONSOLIDATED BALANCE SHEETS 
   
                              LIABILITIES AND OTHER CREDITS 
<CAPTION>   
                                                   June 30,   December 31, 
                                                       1998           1997 
                                                ___________    ___________ 
                                                (Unaudited) 
<S>                                            <C>            <C>  
   
CAPITALIZATION(see accompanying statements)    $133,866,164   $109,139,429 
                                                ___________    ____________
   
CURRENT LIABILITIES:  
 Current Portion of Long-term Debt                   44,336         42,708 
 Notes Payable                                    4,476,932        564,701 
 Accounts Payable                                 2,937,186      3,602,420 
 Customer Deposits                                  397,387        393,376 
 Taxes Accrued                                    5,590,086      5,142,089 
 Interest Accrued                                 1,599,371      1,183,561 
 Other                                            2,298,773      2,039,828 
                                                ___________    ___________ 
   
     TOTAL CURRENT LIABILITIES                   17,344,071     12,968,683 
                                                ___________    ___________ 
   
DEFERRED CREDITS:   
 Customer Advances for Construction              10,770,277     10,830,646 
 Accumulated Deferred Investment Tax Credits      2,201,222      2,237,060 
 Accumulated Deferred Federal Income Taxes       12,398,209     12,177,993 
 Other                                            2,227,503      2,051,895 
                                                ___________    ___________ 
   
     TOTAL DEFERRED CREDITS                      27,597,211     27,297,594 
                                                ___________    ___________ 
   
CONTRIBUTIONS IN AID OF CONSTRUCTION             10,367,880     10,355,067 
                                                ___________    ___________ 
 
          TOTAL                                $189,175,326   $159,760,773 
                                                ___________    ___________ 
<FN>  
See Notes to Consolidated Financial Statements.  
</TABLE> 
                                       -3-
  
<PAGE>  
<TABLE>   
                              MIDDLESEX WATER COMPANY 
           CONSOLIDATED STATEMENTS OF CAPITALIZATION AND RETAINED EARNINGS 
 
<CAPTION>   
                                                   June 30,   December 31, 
                                                       1998           1997 
                                                ___________    ___________ 
                                                (Unaudited) 
   
<S>                                            <C>            <C> 
   
CAPITALIZATION: 
 Common Stock,No Par Value 
  Shares Authorized,10,000,000 
  Shares Outstanding-1998,4,345,245 
                     1997,4,269,217            $ 32,665,359   $ 31,138,484 
 Retained Earnings                               20,309,429     20,087,065 
                                                ___________    ___________ 
   
     TOTAL COMMON EQUITY                         52,974,788     51,225,549 
                                                ___________    ___________ 
 Cumulative Preference Stock,No Par Value 
  Shares Authorized,100,000; Shares Outstanding,None 
 Cumulative Preferred Stock,No Par Value, 
  Shares Authorized - 150,000 
 Convertible: 
   Shares Outstanding,$7.00 Series - 14,881       1,562,505      1,562,505 
   Shares Outstanding,$8.00 Series - 20,000       2,331,430      2,331,430 
 Nonredeemable: 
   Shares Outstanding,$7.00 Series -  1,017         101,700        101,700 
   Shares Outstanding,$4.75 Series - 10,000       1,000,000      1,000,000 
                                                ___________    ___________ 
   
     TOTAL CUMULATIVE PREFERRED STOCK             4,995,635      4,995,635 
                                                ___________    ___________ 
 Long-term Debt: 
  8.02% Amortizing Secured Note, 
                 due December 20,2021             3,440,077      3,460,953 
  First Mortgage Bonds: 
     7.25%,Series R,due July 1,2021               6,000,000      6,000,000 
     5.20%,Series S,due October 1,2022           12,000,000     12,000,000 
     5.25%,Series T,due October 1,2023            6,500,000      6,500,000 
     6.40%,Series U,due February 1,2009          15,000,000     15,000,000 
     5.25%,Series V,due February 1,2029          10,000,000     10,000,000 
     5.35%,Series W,due February 1,2038          23,000,000              0 
                                                ___________    ___________ 
   
   SUBTOTAL LONG-TERM DEBT                       75,940,077     52,960,953 
    Less: Current Portion of Long-term Debt         (44,336)       (42,708)
                                                ___________    ___________ 
 
     TOTAL LONG-TERM DEBT                        75,895,741     52,918,245 
                                                ___________    ___________ 
   
         TOTAL CAPITALIZATION                  $133,866,164   $109,139,429 
                                                ___________    ___________ 
</TABLE> 
<TABLE> 
<CAPTION> 
                                          Six Months Ended      Year Ended 
                                                   June 30,   December 31, 
                                                       1998           1997 
                                                ___________    ___________ 
                                                (Unaudited) 
<S>                                            <C>            <C> 
RETAINED EARNINGS: 
 BALANCE AT BEGINNING OF PERIOD                $ 20,087,065   $ 19,226,847 
 Net Income                                       2,837,259      5,860,906 
                                                ___________    ___________ 
     TOTAL                                       22,924,324     25,087,753 
                                                ___________    ___________ 
 Cash Dividends:   
  Cumulative Preferred Stock                        159,358        239,361 
  Common Stock                                    2,455,537      4,761,327 
                                                ___________    ___________ 
     TOTAL DEDUCTIONS                             2,614,895      5,000,688 
                                                ___________    ___________ 
 BALANCE AT END OF PERIOD                      $ 20,309,429   $ 20,087,065 
                                                ___________    ___________ 
<FN> 
See Notes to Consolidated Financial Statements.
</TABLE> 
                                       -4-
  
<PAGE> 
<TABLE> 
                              MIDDLESEX WATER COMPANY 
                              CONSOLIDATED STATEMENTS OF CASH FLOWS   
                              (Unaudited)   
   
<CAPTION>   
                                                Six Months Ended  June 30, 
                                                       1998           1997 
                                                ___________    ___________ 
<S>                                            <C>            <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:   
 Net Income                                    $  2,837,259   $  2,592,845 
  Adjustments To Reconcile Net Income to   
  Net Cash Provided by Operating Activities:   
   Depreciation and Amortization                  1,807,353      1,557,090 
   Provision for Deferred Income Taxes              220,216        362,166 
   Allowance for Funds Used During Construction    (352,056)       (12,071)
  Changes in Current Assets and Liabilities:   
   Accounts Receivable                           (1,072,704)      (145,431)
   Materials and Supplies                          (139,606)       (99,402)
   Accounts Payable                                (665,234)       551,013 
   Accrued Income Taxes                             447,997        565,026 
   Accrued Interest                                 415,810          4,533 
   Unbilled Revenues                               (381,245)      (283,556)
   Other-Net                                        218,883       (508,030)
                                                ___________    ___________ 
   
NET CASH PROVIDED BY OPERATING ACTIVITIES         3,336,673      4,584,183 
                                                ___________    ___________ 
   
CASH FLOWS FROM INVESTING ACTIVITIES:   
 Utility Plant Expenditures                     (10,292,634)<F1>(2,623,454)<F1>
 Note Receivable                                 (1,664,224)             0 
 Preliminary Survey and Investigation Charges        (1,386)      (436,706)
 Other-Net                                         (161,760)       132,571 
                                                ___________    ___________ 
   
NET CASH USED IN INVESTING ACTIVITIES           (12,120,004)    (2,927,589)
                                                ___________    ___________ 
   
CASH FLOWS FROM FINANCING ACTIVITIES:   
 Redemption of Long-term Debt                       (20,876)       (19,087)
 Proceeds from Issuance of Long-term Debt        23,000,000              0 
 Net Short-term Bank Borrowings                   3,912,231              0 
 Deferred Debt Issuance Expenses                   (474,096)             0 
 Temporary Cash Investments-Restricted          (16,524,330)      (206,845)
 Proceeds from Issuance of Common Stock-Net       1,526,875        520,630 
 Payment of Preferred Dividends                    (159,358)       (79,463)
 Payment of Common Dividends                     (2,455,537)    (2,359,981)
 Customer Advances and Contributions-Net            (47,556)       683,120 
                                                ___________    ___________ 
   
NET CASH PROVIDED BY (USED IN) 
 FINANCING ACTIVITIES                             8,757,353     (1,461,626)
                                                ___________    ___________ 
   
NET CHANGE IN CASH AND CASH EQUIVALENTS             (25,978)       194,968 
                                                ___________    ___________ 
   
CASH AND CASH EQUIVALENTS AT  
  BEGINNING OF PERIOD                             2,513,294      4,262,862 
                                                ___________    ___________ 
CASH AND CASH EQUIVALENTS AT 
  END OF PERIOD                                $  2,487,316   $  4,457,830 
                                                ___________    ___________ 
   
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: 
  Cash Paid During the Period for:   
    Interest(net of amounts capitalized)       $  1,283,663   $  1,575,885 
    Income Taxes                               $  1,300,000   $    500,700 
   
<FN>   
<F1>   
Excludes Allowance for funds Used During Construction.
See Notes to Consolidated Financial Statements.
</TABLE> 
  
  
  
  
                                       -5-
  
  
<PAGE>
MIDDLESEX WATER COMPANY
  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
  
Note 1 - Summary of Significant Accounting Policies
  
Organization - Middlesex Water Company (Middlesex or Company) is the parent 
company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), 
Pinelands Water Company, Pinelands Wastewater Company, and Utility Service 
Affiliates, Inc. (USA).  Public Water Supply Company, Inc. (Public) and White 
Marsh Environmental Systems, Inc. are wholly-owned subsidiaries of Tidewater. 
The financial statements for Middlesex and its wholly-owned subsidiaries 
(Consolidated Group) are reported on a consolidated basis.  All intercompany 
accounts and transactions have been eliminated.
  
The consolidated notes accompanying the 1997 Form 10-K are applicable to this 
report and, in the opinion of the Company, the accompanying unaudited 
consolidated financial statements contain all adjustments (consisting of only 
normal recurring accruals) necessary to present fairly the financial position 
as of June 30, 1998 and the results of operations and its cash flows for the 
periods ended June 30, 1998 and 1997.  Information included in the Balance 
Sheet as of December 31, 1997 has been derived from the Company's audited 
financial statements included in its annual report on Form 10-K for the year 
ended December 31, 1997.
  
Note 2 - Regulatory Matters
  
In the first quarter of 1998, Middlesex filed an application with the New 
Jersey Board of Public Utilities (BPU) to issue and sell up to 800,000 
additional shares of Common Stock under the Company's Dividend Reinvestment 
and Common Stock Purchase Plan.  The Company received approval on this matter 
on June 10, 1998.
  
Note 3 - Capitalization
  
Common Stock - During the three months ended June 30, 1998, 40,696 common 
shares ($0.8 million) were issued under the Company's Dividend Reinvestment 
and Common Stock Purchase Plan.  A 5% discount on purchases and reinvestments 
through the Plan was available until June 1, 1998. 
  
Long-term Debt - On March 31, 1998, Middlesex issued $23.0 million of First 
Mortgage Bonds designated as Series W with a maturity date of February 1, 2038 
and a coupon rate of 5.35%.  The effective interest cost to maturity is 5.48%. 
The bond offering was competitively bid in cooperation with the New Jersey 
Economic Development Authority.  Interest paid to the bondholders is exempt 
from federal and New Jersey income taxes (Tax Exempt).  However, the interest 
is subject to the Alternative Minimum Tax (AMT).  The proceeds of the bonds 
will be used to finance a significant portion of the upgrade of the Carl J. 
Olsen Water Treatment Plant (CJO Plant).
  
  
  
                                       -6-
  
<PAGE>
On May 29, 1998 the Company filed a petition with the BPU seeking approval to 
issue $2.5 million of long-term bonds through the New Jersey State Revolving 
Fund (SRF).  The SRF program, which is administered by the New Jersey 
Environmental Infrastructure Trust, evolved from the Federal Environmental 
Protection Agency's (EPA) regulations issued under the Safe Drinking Water 
Act.  Under this program, investor-owned public water utilities can apply for 
construction loans, which are funded by the participating state and the EPA 
through the state environmental agency.  In New Jersey, initial project 
approval must be granted by the New Jersey Department of Environmental 
Protection (NJDEP).  Funds from the EPA, which can equal up to 50% of 
construction costs, are loaned at a zero interest cost; the interest rate on 
the state portion of the loan is based upon the market place at time of 
issuance.  The rate to the Company is a blend of the two rates.  The interest 
paid to bondholders is considered Tax Exempt subject to AMT.  Proceeds from 
the proposed financing would be available for qualified costs reimbursement 
in May 1999.  A decision by the BPU is expected during the third quarter.  
  
Middlesex has also filed planning and design documents with the NJDEP in 
order to be able to apply for additional loans under the SRF program in 
future years.  If approved, Middlesex will need to file for approval from 
the BPU sometime during the second quarter of 1999.
  
  
  
  
                                       -7-
  
<PAGE>
MIDDLESEX WATER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO 
JUNE 30, 1997
  
Operating Revenues were up $0.7 million or 6.6% over the second quarter of 
1997. For the six months ended June 30, 1998 Operating Revenues were up $1.1 
million or 5.6% over the same period in 1997.  The components of the 
increases are as follows:
  
                                        (Millions)
                                   Three               Six
                                   Months              Months
  
     Base Rate Increases           $0.4                $0.6
     Subsidiary Acquisition         0.2                 0.4
     Consumption Increase           0.1                 0.1
                                    ___                 ___

     Increase                      $0.7                $1.1
  
In January 1998, Middlesex implemented an approved rate increase of 4.4% 
while Pinelands Water and Wastewater rates increased as part of a scheduled 
phase-in.  Public Water Supply Company (Public) was not part of consolidated 
operations until August 1, 1997.  Tidewater experienced continued double-
digit customer growth, on an annualized basis, which offset lower overall 
consumption in the Company's New Jersey operations. Consumption for Middlesex 
general water users was higher, but improvements to two of Middlesex Contract 
Sales customers systems resulted in lower usage under those contracts.
  
Operating Expenses increased $0.5 million or 5.9% for the quarter and $0.9 
million or 6.0% for the six months ended June 30, 1998 compared to the 
respective period a year ago.  Both the inclusion of Public's operations and 
mandated recognition of postretirement benefit costs other than pensions 
resulted in higher expense of $0.2 million and $0.5 million for the second 
quarter and year to date 1998, respectively.  Increased sales resulted in 
higher revenue related taxes and higher taxable income pushed Federal Income 
Taxes up for the quarter and year to date.
  
Other income rose significantly due to capitalized interest on the 
expenditures associated with the upgrade of the Carl J. Olsen Water Treatment 
Plant (CJO Plant) and investment earnings on restricted CJO Plant construction 
funds. The increase in capitalized interest was $0.2 million and $0.3 million 
for the three and six month periods. Investment earnings rose $0.2 million for 
the three and six month period. 
  
Interest Expense for 1998 reflects the increased debt service on the  $23.0 
million of first mortgage bonds issued on March 31, 1998.  The Preferred Stock 
Dividend Requirement difference is due to the issuance on July 31, 1997 of the 
$8.00 preferred stock series to complete the acquisition of Public.
  
  
  
                                       -8-
  
<PAGE>
Capital Resources: The Company's capital program for 1998 is estimated to be 
$28.3 million and includes $18.0 million for the upgrade of the Carl J. Olsen 
Water Treatment Plant which is scheduled for completion in June 1999,  $2.0 
million for the rehabilitation of unlined cast iron pipe (RENEW Program), $4.6 
million for water system additions and improvements in Delaware and $3.7 
million for scheduled upgrades to existing systems.  The $3.7 million for 
scheduled upgrades consists of $0.9 million for mains, $0.7 million for 
service lines, $0.8 million for meters and hydrants and $1.3 million for 
various other items.
  
Liquidity: Proceeds from the $23.0 million Series W First Mortgage Bonds will 
be used to finance a large part of the CJO Plant project.  Other capital 
expenditures will be financed through internally generated funds and sale of 
common stock through the Dividend Reinvestment and Common Stock Purchase Plan 
(DRP).  Additionally, the Company will utilize short-term borrowings through 
$30.0 million of available lines of credit.  An offering of common equity of 
approximately $8.0 million has tentatively been scheduled for December 1998. 
Capital expenditures of $10.3 million have been incurred in the six months 
ended June 30, 1998.
  
Accounting Pronouncements: The Financial Accounting Standards Board (FASB) 
issued three new accounting pronouncements, which the Company is required to 
adopt in 1998.
  
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting 
Comprehensive Income" establishes standards for reporting and display of 
comprehensive income and its components in a full set of general-purpose 
financial statements.  At June 30, 1998, the Company does not have any items 
of comprehensive income that would affect the current reporting of the 
Company's financial position, results of operations or cash flows.
  
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
Information," requires that public enterprises report certain information 
about operating segments in complete sets of financial statements.  Disclosure 
is not required for interim financial statements in the initial year of its 
application.  The Company is evaluating the requirements of SFAS No. 131.  
Because the statement relates solely to disclosure provisions, it will not 
have any effect on the Company's financial position, results of operations or 
cash flows.
  
SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement 
Benefits," revises and standardizes disclosure requirements for pension and 
other postretirement benefit plans but does not change the measurement or 
recognition of those plans.
  
Year 2000 Disclosure: The Company has assessed the effect of the Year 2000 
issue on its computer systems and believes that all of its systems are in 
compliance.
  
  
  
  
  
  
  
  
                                       -9-
  
<PAGE>
MIDDLESEX WATER COMPANY
  
PART II. OTHER INFORMATION
  
  
Item 1.     Legal Proceedings
            None

Item 2.     Changes in Securities
            None.
  
Item 3.     Defaults upon Senior Securities
            None.
  
Item 4.     Submission of Matters to a Vote of Security Holders
            Annual Meeting of Shareholders held May 27, 1998.
  
            Matters voted upon at the meeting:
  
            ELECTION OF DIRECTORS
            Nominees for Class II term expiring in 2001:
  
                                  FOR                WITHHOLD
  
            Ernest C. Gere        3,457,664          73,053
            Stephen H. Mundy      3,435,648          95,069
            Richard A. Russo      3,469,333          61,387
  
            Resolution approving appointment of Deloitte & Touche LLP, 
            Certified Public Accountants, as independent auditors for 1998:
  
            FOR                 AGAINST             ABSTAIN
  
            3,490,107           13,513              27,097
  
            Resolution approving amendment to the Restated Certificate of 
            Incorporation to increase the authorized Common Stock, from 
            6,000,000 shares to 10,000,000 shares:

            FOR                 AGAINST             ABSTAIN

            3,297,443           188,505             44,769

Item 5.     Other Information
            None
  
Item 6.     Exhibits and Reports on Form 8-K
            (a) Exhibits:              No. 27, Financial Data Schedule.
            (b) Reports on Form 8-K:   None
  
                                       -10-
  
<PAGE>
SIGNATURE
  
  
     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereto duly authorized.
  
  
                             MIDDLESEX WATER COMPANY
                            (Registrant)
  
  
  
  
                             /s/A. Bruce O'Connor
Date: August 7, 1998            A. Bruce O'Connor
                                Vice President and Controller
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                       -11-
  



<TABLE> <S> <C>

<ARTICLE> UT
<CIK> 0000066004
<NAME> MIDDLESEX WATER COMPANY
       
<S>                                        <C>
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<PERIOD-END>                               JUN-30-1998
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                                0
                                  4,995,635
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                    159,393
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