MIDDLESEX WATER CO — Interim / Quarterly Report 2008

Aug 6, 2008

10-Q/A 1 form10qa-93753_msex.htm FORM 10-Q form10qa-93753_msex.htm Licensed to: COMMERCE FINANCIAL PRINTERS Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(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, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to_______

Commission File Number 0-422

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)

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

1500 Ronson Road, Iselin, NJ 08830

(Address of principal executive offices, including zip code)

(732) 634-1500

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨

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

Yes ¨ No þ

The number of shares outstanding of each of the registrant's classes of common stock, as of May 2, 2008: Common Stock, No Par Value: 13,266,186 shares outstanding.

Explanatory Note

This amendment on Form 10-Q/A reflects the restatement of the unaudited Condensed Consolidated Balance Sheets of Middlesex Water Company (the Company) as of March 31, 2008 and the Condensed Consolidated Statement of Capital Stock and Long-term Debt as of March 31, 2008, to correct the accounting and disclosure for Long-term Debt and the Current Portion of Long-Term Debt, as discussed in Note 11 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included in Part I. - Item 1. In addition, the Company has amended Part I - Item 4 to update the disclosures regarding disclosure controls and procedures.

The restatement affects only Part I. - Items 1, 3 and 4, and Part II. - Items 1 and 6. Except for the foregoing amended items, all of the information in this Form 10-Q/A is as of May 6, 2008, the filing date of the original Form 10-Q for the quarter ended March 31, 2008, and has not been updated for the events subsequent to that date other than for the matter discussed above.

IN D EX

PART I.	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Income	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Cash
Flows	3
	Condensed Consolidated Statements of Capital Stock and
Long-term Debt	4
	Notes to Unaudited Condensed Consolidated Financial
Statements	5
Item 2.	Management's
Discussion and Analysis of Financial Condition and Results of
Operations	12
Item 3.	Quantitative and Qualitative Disclosures of Market
Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of
Proceeds	18
Item 3.	Defaults upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security
Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

Index

MIDD L ESEX WATER COMPANY
CONDENSED
CONS O LIDATED STATEMENTS OF INCOME
( U naudited)
(In
thousands except per share amounts)
	Three
Months Ended March 31,
	2008	2007
Operating
Revenues	$ 20,855	$	18,988
Operating
Expenses:
Operations	11,102		10,192
Maintenance	996		978
Depreciation	1,931		1,845
Other
Taxes	2,479		2,251
Total
Operating Expenses	16,508		15,266
Operating
Income	4,347		3,722
Other
Income (Expense):
Allowance
for Funds Used During Construction	103		112
Other
Income	241		226
Other
Expense	(46	)	(5	)
Total
Other Income, net	298		333
Interest
Charges	1,517		1,384
Income
before Income Taxes	3,128		2,671
Income
Taxes	1,124		902
Net
Income	2,004		1,769
Preferred
Stock Dividend Requirements	62		62
Earnings
Applicable to Common Stock	$ 1,942	$	1,707
Earnings
per share of Common Stock:
Basic	$ 0.15	$	0.13
Diluted	$ 0.15	$	0.13
Average
Number of Common Shares Outstanding:
Basic	13,254		13,176
Diluted	13,585		13,507
Cash
Dividends Paid per Common Share	$ 0.1750	$	0.1725
See
Notes to Condensed Consolidated Financial Statements

1

Index

| MIDDLESEX
WATER COMPANY |
| --- |
| CONDENSED
CONSOLIDA T ED BALANCE SHEETS |
| (Unaudited) |
| (In
thousands) |

| ASSETS | | March
31, — 2008 | December
31, — 2007 |
| --- | --- | --- | --- |
| | | (Restated
- See Note 11) | |
| UTILITY
PLANT: | Water
Production | $ 99,220 | $ 98,942 |
| | Transmission
and Distribution | 267,052 | 264,939 |
| | General | 26,022 | 24,874 |
| | Construction
Work in Progress | 13,080 | 9,833 |
| | TOTAL | 405,374 | 398,588 |
| | Less
Accumulated Depreciation | 66,363 | 64,736 |
| | UTILITY
PLANT - NET | 339,011 | 333,852 |
| CURRENT
ASSETS: | Cash
and Cash Equivalents | 1,462 | 2,029 |
| | Accounts
Receivable, net | 8,099 | 8,227 |
| | Unbilled
Revenues | 4,364 | 4,609 |
| | Materials
and Supplies (at average cost) | 1,273 | 1,205 |
| | Prepayments | 995 | 1,363 |
| | TOTAL
CURRENT ASSETS | 16,193 | 17,433 |
| DEFERRED
CHARGES | Unamortized
Debt Expense | 2,862 | 2,884 |
| AND
OTHER ASSETS: | Preliminary
Survey and Investigation Charges | 5,964 | 5,283 |
| | Regulatory
Assets | 15,868 | 16,090 |
| | Operations
Contracts Fees Receivable | 4,216 | 4,184 |
| | Restricted
Cash | 6,199 | 6,418 |
| | Non-utility
Assets - Net | 6,149 | 6,183 |
| | Other | 347 | 348 |
| | TOTAL
DEFERRED CHARGES AND OTHER ASSETS | 41,605 | 41,390 |
| | TOTAL
ASSETS | $ 396,809 | $ 392,675 |
| CAPITALIZATION
AND LIABILITIES | | | |
| CAPITALIZATION: | Common
Stock, No Par Value | $ 106,025 | $ 105,668 |
| | Retained
Earnings | 27,064 | 27,441 |
| | Accumulated
Other Comprehensive Income, net of tax | 57 | 69 |
| | TOTAL
COMMON EQUITY | 133,146 | 133,178 |
| | Preferred
Stock | 3,958 | 3,958 |
| | Long-term
Debt | 116,423 | 131,615 |
| | TOTAL
CAPITALIZATION | 253,527 | 268,751 |
| CURRENT | Current
Portion of Long-term Debt | 17,768 | 2,723 |
| LIABILITIES: | Notes
Payable | 9,000 | 6,250 |
| | Accounts
Payable | 4,535 | 6,477 |
| | Accrued
Taxes | 9,697 | 7,611 |
| | Accrued
Interest | 975 | 1,916 |
| | Unearned
Revenues and Advanced Service Fees | 758 | 758 |
| | Other | 1,446 | 1,274 |
| | TOTAL
CURRENT LIABILITIES | 44,179 | 27,009 |
| COMMITMENTS
AND CONTINGENT LIABILITIES (Note 7) | | | |
| DEFERRED
CREDITS | Customer
Advances for Construction | 21,796 | 21,758 |
| AND
OTHER LIABILITIES: | Accumulated
Deferred Investment Tax Credits | 1,441 | 1,461 |
| | Accumulated
Deferred Income Taxes | 18,096 | 17,940 |
| | Employee
Benefit Plans | 13,871 | 13,333 |
| | Regulatory
Liability - Cost of Utility Plant Removal | 5,876 | 5,726 |
| | Other | 1,337 | 459 |
| | TOTAL
DEFERRED CREDITS AND OTHER LIABILITIES | 62,417 | 60,677 |
| CONTRIBUTIONS
IN AID OF CONSTRUCTION | | 36,686 | 36,238 |
| | TOTAL
CAPITALIZATION AND LIABILITIES | $ 396,809 | $ 392,675 |
| See
Notes to Consolidated Financial Statements. | | | |

2

Index

| MIDDLESEX
WATER COMPANY | | | | |
| --- | --- | --- | --- | --- |
| CONDENSED
CONSOLIDATED STA T EMENTS OF CASH FLOWS | | | | |
| (Unaudited) | | | | |
| (In
thousands) | | | | |
| | Three
Months Ended March 31, | | | |
| | 2008 | | 2007 | |
| CASH
FLOWS FROM OPERATING ACTIVITIES: | | | | |
| Net
Income | $ 2,004 | | $ 1,769 | |
| Adjustments
to Reconcile Net Income to | | | | |
| Net
Cash Provided by Operating Activities: | | | | |
| Depreciation
and Amortization | 2,088 | | 1,995 | |
| Provision
for Deferred Income Taxes and ITC | 123 | | 128 | |
| Equity
Portion of AFUDC | (54 | ) | (54 | ) |
| Cash
Surrender Value of Life Insurance | 172 | | (56 | ) |
| Changes
in Assets and Liabilities: | | | | |
| Accounts
Receivable | 128 | | (209 | ) |
| Unbilled
Revenues | 245 | | (65 | ) |
| Materials
& Supplies | (68 | ) | (119 | ) |
| Prepayments | 368 | | 319 | |
| Other
Assets | (213 | ) | (210 | ) |
| Accounts
Payable | (1,006 | ) | (468 | ) |
| Accrued
Taxes | 2,092 | | 2,369 | |
| Accrued
Interest | (941 | ) | (984 | ) |
| Employee
Benefit Plans | 678 | | 706 | |
| Unearned
Revenue & Advanced Service Fees | - | | 8 | |
| Other
Liabilities | 115 | | 267 | |
| NET
CASH PROVIDED BY OPERATING ACTIVITIES | 5,731 | | 5,396 | |
| CASH
FLOWS FROM INVESTING ACTIVITIES: | | | | |
| Utility
Plant Expenditures, Including AFUDC of $49 in 2008 and $58 in
2007 | (6,327 | ) | (3,620 | ) |
| Restricted
Cash | 219 | | 599 | |
| Preliminary
Survey & Investigation Charges | (681 | ) | (663 | ) |
| NET
CASH USED IN INVESTING ACTIVITIES | (6,789 | ) | (3,684 | ) |
| CASH
FLOWS FROM FINANCING ACTIVITIES: | | | | |
| Redemption
of Long-term Debt | (490 | ) | (425 | ) |
| Proceeds
from Issuance of Long-term Debt | 343 | | 41 | |
| Net
Short-term Bank Borrowings | 2,750 | | - | |
| Deferred
Debt Issuance Expenses | (28 | ) | (30 | ) |
| Common
Stock Issuance Expense | - | | (15 | ) |
| Restricted
Cash | - | | (23 | ) |
| Proceeds
from Issuance of Common Stock | 357 | | 349 | |
| Payment
of Common Dividends | (2,319 | ) | (2,272 | ) |
| Payment
of Preferred Dividends | (62 | ) | (62 | ) |
| Construction
Advances and Contributions-Net | (60 | ) | 137 | |
| NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 491 | | (2,300 | ) |
| NET
CHANGES IN CASH AND CASH EQUIVALENTS | (567 | ) | (588 | ) |
| CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,029 | | 5,826 | |
| CASH
AND CASH EQUIVALENTS AT END OF PERIOD | $ 1,462 | | $ 5,238 | |
| SUPPLEMENTAL
DISCLOSURE OF NON-CASH ACTIVITY: | | | | |
| Utility
Plant received as Construction Advances and Contributions | $ 546 | | $ 1,610 | |
| SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS INFORMATION: | | | | |
| Cash
Paid During the Year for: | | | | |
| Interest | $ 2,546 | | $ 2,461 | |
| Interest
Capitalized | $ (49 | ) | $ (58 | ) |
| Income
Taxes | $ 701 | | $ 15 | |
| See
Notes to Condensed Consolidated Financial Statements. | | | | |

3

Index

| MIDDLESEX
WATER COMPANY |
| --- |
| CONDENSED
CONSOLIDATED STATEM E NTS OF CAPITAL STOCK |
| AND
LONG-TERM DEBT |
| (Unaudited) |
| (In
thousands) |

| | | March
31, | | | |
| --- | --- | --- | --- | --- | --- |
| | | 2008 | 2007 | | |
| | | (Restated
-See Note 11) | | | |
| Common
Stock, No Par Value: | | | | | |
| Shares
Authorized - | 40,000 | | | | |
| Shares
Outstanding - | 2008
- 13,262 | $ 106,025 | $ | 105,668 | |
| | 2007
- 13,246 | | | | |
| Retained
Earnings | | 27,064 | | 27,441 | |
| Accumulated
Other Comprehensive Income, net of tax | | 57 | | 69 | |
| TOTAL
COMMON EQUITY | | $ 133,146 | $ | 133,178 | |
| Cumulative
Preference Stock, No Par Value: | | | | | |
| Shares
Authorized - 100 | | | | | |
| Shares
Outstanding - None | | | | | |
| Cumulative
Preferred Stock, No Par Value: | | | | | |
| Shares
Authorized - 139 | | | | | |
| Shares
Outstanding - 37 | | | | | |
| Convertible: | | | | | |
| Shares
Outstanding, $7.00 Series - 14 | | 1,457 | | 1,457 | |
| Shares
Outstanding, $8.00 Series - 12 | | 1,399 | | 1,399 | |
| Nonredeemable: | | | | | |
| Shares
Outstanding, $7.00 Series - 1 | | 102 | | 102 | |
| Shares
Outstanding, $4.75 Series - 10 | | 1,000 | | 1,000 | |
| TOTAL
PREFERRED STOCK | | $ 3,958 | $ | 3,958 | |
| Long-term
Debt | | | | | |
| 8.05%,
Amortizing Secured Note, due December 20, 2021 | | $ 2,775 | $ | 2,800 | |
| 6.25%,
Amortizing Secured Note, due May 22, 2028 | | 8,470 | | 8,575 | |
| 6.44%,
Amortizing Secured Note, due August 25, 2030 | | 6,277 | | 6,347 | |
| 6.46%,
Amortizing Secured Note, due September 19, 2031 | | 6,557 | | 6,627 | |
| 4.22%,
State Revolving Trust Note, due December 31, 2022 | | 691 | | 691 | |
| 3.30%
to 3.60%, State Revolving Trust Note, due May 1, 2025 | | 3,358 | | 3,168 | |
| 3.49%,
State Revolving Trust Note, due January 25, 2027 | | 743 | | 603 | |
| 4.03%,
State Revolving Trust Note, due December 1, 2026 | | 974 | | 974 | |
| 4.00%
to 5.00%, State Revolving Trust Bond, due September 1,
2021 | | 695 | | 695 | |
| 0.00%,
State Revolving Fund Bond, due September 1, 2021 | | 528 | | 538 | |
| First
Mortgage Bonds: | | | | | |
| 5.20%,
Series S, due October 1, 2022 | | 12,000 | | 12,000 | |
| 5.25%,
Series T, due October 1, 2023 | | 6,500 | | 6,500 | |
| 6.40%,
Series U, due February 1, 2009 | | 15,000 | | 15,000 | |
| 5.25%,
Series V, due February 1, 2029 | | 10,000 | | 10,000 | |
| 5.35%,
Series W, due February 1, 2038 | | 23,000 | | 23,000 | |
| 0.00%,
Series X, due September 1, 2018 | | 581 | | 591 | |
| 4.25%
to 4.63%, Series Y, due September 1, 2018 | | 765 | | 765 | |
| 0.00%,
Series Z, due September 1, 2019 | | 1,317 | | 1,342 | |
| 5.25%
to 5.75%, Series AA, due September 1, 2019 | | 1,785 | | 1,785 | |
| 0.00%,
Series BB, due September 1, 2021 | | 1,656 | | 1,685 | |
| 4.00%
to 5.00%, Series CC, due September 1, 2021 | | 1,995 | | 1,995 | |
| 5.10%,
Series DD, due January 1, 2032 | | 6,000 | | 6,000 | |
| 0.00%,
Series EE, due September 1, 2024 | | 7,004 | | 7,112 | |
| 3.00%
to 5.50%, Series FF, due September 1, 2024 | | 8,385 | | 8,385 | |
| 0.00%,
Series GG, due September 1, 2026 | | 1,685 | | 1,710 | |
| 4.00%
to 5.00%, Series HH, due August 1, 2026 | | 1,950 | | 1,950 | |
| 0.00%,
Series II, due August 1, 2027 | | 1,750 | | 1,750 | |
| 3.40%
to 5.00%, Series JJ, due August 1, 2027 | | 1,750 | | 1,750 | |
| SUBTOTAL
LONG-TERM DEBT | | 134,191 | | 134,338 | |
| Less:
Current Portion of Long-term Debt | | (17,768 | ) | (2,723 | ) |
| | TOTAL LONG-TERM
DEBT | $ 116,423 | $ | 131,615 | |
| See
Notes to Condensed Consolidated Financial Statements. | | | | | |

4

Index

MIDDLESEX WATER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Tidewater Environmental Services, Inc. (TESI), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), and Utility Service Affiliates (Perth Amboy) Inc. (USA-PA). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. The financial statements for Middlesex and its wholly-owned subsidiaries (the Company) are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.

The consolidated notes within the 2007 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, 2008, the results of operations for the three month periods ended March 31, 2008 and 2007, and cash flows for the three month periods ended March 31, 2008 and 2007. Information included in the Condensed Consolidated Balance Sheet as of December 31, 2007, has been derived from the Company’s audited financial statements for the year ended December 31, 2007.

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

Recent Accounting Pronouncements – In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, Fair Value Measurements, which establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157, which deferred the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for nonfinancial assets and nonfinancial liabilities. Adoption of SFAS 157 did not have a material impact on its financial statements.

FASB statement No. 141 (R) “Business Combinations” was issued in December of 2007. This Statement establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The Statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of a company’s fiscal year beginning after December 15, 2008. This new pronouncement will impact the Company’s accounting for business combinations completed beginning January 1, 2009.

5

Index

Note 2 – Rate Matters

On April 29, 2008 Pinelands Water and Pinelands Wastewater filed with the New Jersey Board of Public Utilities (BPU) for base rate increases of 19.8% and 22.9%, respectively. These combined increase requests represent $0.3 million of additional revenues needed to cover higher operations and maintenance costs of those systems. We cannot predict whether the BPU will ultimately approve, deny, or reduce the amount of our requests.

Effective January 1, 2008, Tidewater received approval from the Delaware Public Service Commission (PSC) to increase their Distribution System Improvement Charge (DSIC) from 0.17% to 1.62%. The DSIC increase is expected to generate approximately $0.2 million of additional revenue.

In accordance with the tariff established for Southern Shores, an annual rate increase of 3% was implemented on January 1, 2008. The increase cannot exceed the lesser of the regional Consumer Price Index or 3%. The contracted rate schedule is set to expire on December 31, 2008. The Company is in the process of renegotiating the rate schedule.

Note 3 – Capitalization

Common Stock –During the three months ended March 31, 2008, there were 15,710 common shares (approximately $0.3 million) issued under the Company’s Dividend Reinvestment and Common Stock Purchase Plan (DRP).

Long-term Debt – On March 18, 2008 Middlesex filed an application with the BPU seeking approval to issue up to $4.0 million of first mortgage bonds through the New Jersey Environmental Infrastructure Trust under the New Jersey State Revolving Fund (SRF) program. If approved by the BPU, the Company expects to complete the transaction in November 2008. Proceeds from this financing will be used for the ongoing main cleaning and lining project in 2009. The Company expects a decision on this matter during the second quarter of 2008.

Long-term Debt decreased $15.0 million during 2008 for the First Mortgage Bond Series U, which matures on February 1, 2009. There was an equal and offsetting increase in the Current Portion of Long-term Debt for the Series U bond.

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.

| Basic: | (In
Thousands Except per Share Amounts) Three
Months Ended March 31, — 2008 | Shares | 2007 | Shares |
| --- | --- | --- | --- | --- |
| Net
Income | $ 2,004 | 13,254 | $ 1,769 | 13,176 |
| Preferred
Dividend | (62 | ) | (62 | ) |
| Earnings
Applicable to Common Stock | $ 1,942 | 13,254 | $ 1,707 | 13,176 |
| Basic
EPS | $ 0.15 | | $ 0.13 | |
| Diluted: | | | | |
| Earnings
Applicable to Common Stock | $ 1,942 | 13,254 | $ 1,707 | 13,176 |
| $7.00
Series Preferred Dividend | 24 | 167 | 24 | 167 |
| $8.00
Series Preferred Dividend | 24 | 164 | 24 | 164 |
| Adjusted
Earnings Applicable to Common Stock | $ 1,990 | 13,585 | $ 1,755 | 13,507 |
| Diluted
EPS | $ 0.15 | | $ 0.13 | |

6

Index

Note 5 – Business Segment Data

The Company has identified two reportable segments. One is the regulated business of collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey and Delaware. This segment also includes regulated wastewater systems in New Jersey and Delaware. The Company is subject to regulations as to its rates, services and other matters by the States of New Jersey and Delaware with respect to utility services within these States. The other segment is primarily comprised of non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware. Inter-segment transactions relating to operational costs are treated as pass-through expenses. Finance charges on inter-segment loan activities are based on interest rates that are below what would normally be charged by a third party lender.

| Operations
by Segments: | (In
Thousands) Three
Months Ended March
31, — 2008 | 2007 | | |
| --- | --- | --- | --- | --- |
| Revenues: | | | | |
| Regulated | $ 18,422 | $ | 16,688 | |
| Non
– Regulated | 2,484 | | 2,345 | |
| Inter-segment
Elimination | (51 | ) | (45 | ) |
| Consolidated
Revenues | $ 20,855 | $ | 18,988 | |
| Operating
Income: | | | | |
| Regulated | $ 3,891 | $ | 3,466 | |
| Non
– Regulated | 456 | | 256 | |
| Consolidated
Operating Income | $ 4,347 | $ | 3,722 | |
| Net
Income: | | | | |
| Regulated | $ 1,701 | $ | 1,636 | |
| Non
– Regulated | 303 | | 133 | |
| Consolidated
Net Income | $ 2,004 | $ | 1,769 | |
| Capital
Expenditures: | | | | |
| Regulated | $ 6,311 | $ | 3,525 | |
| Non
– Regulated | 16 | | 95 | |
| Total
Capital Expenditures | $ 6,327 | $ | 3,620 | |

| | As
of March
31, 2008 | | | |
| --- | --- | --- | --- | --- |
| Assets: | | | | |
| Regulated | $ 391,808 | $ | 387,931 | |
| Non
– Regulated | 8,717 | | 8,157 | |
| Inter-segment
Elimination | (3,716 | ) | (3,413 | ) |
| Consolidated
Assets | $ 396,809 | $ | 392,675 | |

7

Index

Note 6 – Short-term Borrowings

As of March 31, 2008, the Company has established lines of credit aggregating $33.0 million. At March 31, 2008, the outstanding borrowings under these credit lines were $9.0 million at a weighted average interest rate of 4.06%.

The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were $7.5 million and $0 at 4.65% and none for the three months ended March 31, 2008 and 2007, respectively.

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

Note 7 – Commitments and Contingent Liabilities

Guarantees - USA-PA operates the City of Perth Amboy, New Jersey (Perth Amboy) water and wastewater systems under contract through June 30, 2018. The agreement was effected under New Jersey’s Water Supply Public/Private Contracting Act and the New Jersey Wastewater Public/Private Contracting Act. Under the agreement, USA-PA receives a fixed fee and in addition, a variable fee based on increased system billing. Scheduled fixed fee payments for 2008 are $8.0 million. The fixed fees will increase over the term of the contract to $10.2 million per year.

In connection with the agreement, Perth Amboy, through the Middlesex County Improvement Authority, issued approximately $68.0 million in three series of bonds. Middlesex guaranteed one of those series of bonds, designated the Series C Serial Bonds, in the principal amount of approximately $26.3 million. Perth Amboy guaranteed the two other series of bonds. The Series C Serial Bonds have various maturity dates with the final maturity date on September 1, 2015. As of March 31, 2008, approximately $22.6 million of the Series C Serial Bonds remained outstanding.

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

Water Supply - Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2023, which provides for an average purchase of 27 million gallons per day (mgd). Pricing is set annually by the NJWSA through a public rate making process. The agreement has provisions for additional pricing in the event Middlesex overdrafts or exceeds certain monthly and annual thresholds.

Middlesex also has an agreement with a non-affiliated regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2011, provides for the minimum purchase of 3 mgd of treated water with provisions for additional purchases.

8

Index

Purchased water costs are shown below:

| | (In
Thousands) Three
Months Ended March
31, — 2008 | 2007 |
| --- | --- | --- |
| Purchased
Water | | |
| Treated | $ 522 | $ 460 |
| Untreated | 605 | 598 |
| Total
Costs | $ 1,127 | $ 1,058 |

Construction – The Company expects to spend approximately $36.9 million on its construction program in 2008.

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 its Officers that provide compensation and benefits in the event of termination of employment in connection with a change in control of the Company.

Note 8 – Employee Retirement Benefit Plans

Pension – The Company has a noncontributory defined benefit pension plan, which covers all employees with more than 1,000 hours of service in a year. Employees hired after March 31, 2007 are not eligible to participate in this plan, but do participate in a defined contribution plan that provides an annual contribution at the discretion of the Company based upon a percentage of the participants’ compensation. In order to be eligible for an annual contribution, the eligible employee must be employed by the Company on December 31st of the year to which the award pertains. The Company expects to make cash contributions of approximately $1.5 million to the defined benefit pension plan over the remainder of the current year. The Company also maintains an unfunded supplemental retirement benefit plan for certain active and retired company officers and currently pays $0.3 million in annual benefits to the retired participants.

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

9

Index

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

| | (In
Thousands) | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Pension
Benefits | | | Other
Benefits | | | | |
| | Three
Months Ended March 31, | | | | | | | |
| | 2008 | 2007 | | 2008 | | 2007 | | |
| Service
Cost | $ 324 | $ | 320 | $ | 205 | $ | 185 | |
| Interest
Cost | 452 | | 453 | | 224 | | 212 | |
| Expected
Return on Assets | (455 | ) | (456 | ) | (120 | ) | (135 | ) |
| Amortization
of Unrecognized Losses | 19 | | 66 | | 84 | | 68 | |
| Amortization
of Unrecognized Prior Service Cost | 2 | | 2 | | - | | - | |
| Amortization
of Transition Obligation | - | | - | | 34 | | 34 | |
| Net
Periodic Benefit Cost | $ 342 | $ | 385 | $ | 427 | $ | 364 | |

Note 9 – Stock Based Compensation

The Company maintains an escrow account for 71,253 shares of the Company's common stock awarded under the 1997 Restricted Stock Plan, which has expired. Such stock is subject to an agreement requiring forfeiture by the employee in the event of termination of employment within five years of the award other than as a result of retirement, death, disability or change in control. The Company filed a petition with the BPU requesting approval of a stock-based compensation plan called the 2008 Restricted Stock Plan. The Company intends to seek shareholder approval for the new plan at its May 21, 2008 annual meeting of shareholders. The maximum number of shares authorized for grant under the proposed plan is 300,000 shares.

The Company has also filed a petition with the BPU requesting approval of a stock-based compensation plan for non-employee members of the Board of Directors called the Director Stock Compensation Plan. The Company intends to seek shareholder approval for the new plan at its May 21, 2008 annual meeting of shareholders. The maximum number of shares authorized for grant under the proposed plan is 100,000 shares.

The Company recognizes compensation expense at fair value for its restricted stock awards in accordance with SFAS 123(R), “Shared Based Payment”. Compensation expense is determined by the market value of the stock on the date of the award and is being amortized over a five-year period. Compensation expense for the three months ended March 31, 2008 and 2007 was $0.1 million. Total unearned compensation related to restricted stock was $0.8 million and $0.6 million at March 31, 2008 and 2007, respectively.

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Index

Note 10 – Other Comprehensive Income

Comprehensive income was as follows:

| | (In
Thousands) Three
Months Ended March
31, — 2008 | 2007 | |
| --- | --- | --- | --- |
| Net
Income | $ 2,004 | $ | 1,769 |
| Other
Comprehensive Income (Loss): | | | |
| Change
in Value of Equity Investments, Net
of Income Tax | (12 | ) | 8 |
| Other
Comprehensive Income | (12 | ) | 8 |
| Comprehensive
Income | $ 1,992 | $ | 1,777 |

Note 11 – Restatement of Condensed Consolidated Financial Statements

On August 1, 2008 and subsequent to the issuance of the Company’s Form 10-Q for the quarterly period ended March 31, 2008, management determined that the previously filed unaudited Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Capital Stock and Long-term Debt needed to be restated.

The Restated Condensed Consolidated Balance Sheet and Restated Condensed Consolidated Statement of Capital Stock and Long-term Debt as of March 31, 2008 reflect a reduction in Long-term Debt and increase in the Current Portion of Long-term debt due to the maturity date of First Mortgage Bond Series U being less than one year from the date of the financial statements.

The restatement does not have any effect on net income, earnings applicable to common stock or cash flows.

A summary of the significant effects of the restatement is as follows:

Condensed Consolidated Balance Sheet Effects:

| | March
31, 2008 (In
Thousands) — As Previously Reported | As Reported |
| --- | --- | --- |
| Long-term
Debt | $ 131,423 | $ 116,423 |
| Total
Capitalization | 268,527 | 253,527 |
| Current
Portion of Long-term Debt | 2,768 | 17,768 |
| Total
Current Liabilities | 29,179 | 44,179 |

Condensed Consolidated Statement of Capital Stock and Long-term Debt:

| | March
31, 2008 (In
Thousands) — As Previously Reported | | As Reported | |
| --- | --- | --- | --- | --- |
| Current
Portion of Long-term Debt | $ (2,768 | ) | $ (17,768 | ) |
| Total
Long-term Debt | 131,423 | | 116,423 | |

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Index

Item 2. Management’s D i scussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of the Company included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Forward-Looking Statements

Certain statements contained in this periodic report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The Company intends that these statements be covered by the safe harbors created under those laws. These statements include, but are not limited to:

| - | statements
as to expected financial condition, performance, prospects and earnings of
the Company; |
| --- | --- |
| - | statements
regarding strategic plans for
growth; |

| - | statements
regarding the amount and timing of rate increases and other regulatory
matters; |
| --- | --- |
| - | statements
regarding expectations and events concerning capital
expenditures; |

| - | statements
as to the Company’s expected liquidity needs during fiscal 2008 and beyond
and statements as to the sources and availability of funds to meet its
liquidity needs; |
| --- | --- |
| - | statements
as to expected rates, consumption volumes, service fees, revenues,
margins, expenses and operating
results; |

| - | statements
as to the Company’s compliance with environmental laws and regulations and
estimations of the materiality of any related costs; |
| --- | --- |
| - | statements
as to the safety and reliability of the Company’s equipment, facilities
and operations; |

| - | statements
as to financial projections; |
| --- | --- |
| - | statements
as to the ability of the Company to pay
dividends; |

| - | statements
as to the Company’s plans to renew municipal franchises and consents in
the territories it serves; |
| --- | --- |
| - | expectations
as to the amount of cash contributions to fund the Company’s retirement
benefit plans, including statements as to anticipated discount rates and
rates of return on plan assets; |

| - | statements
as to trends; and |
| --- | --- |
| - | statements
regarding the availability and quality of our water
supply. |

These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to:

| - | the
effects of general economic conditions; |
| --- | --- |
| - | increases
in competition in the markets served by the
Company; |

| - | the
ability of the Company to control operating expenses and to achieve
efficiencies in its operations; |
| --- | --- |
| - | the
availability of adequate supplies of
water; |

| - | actions
taken by government regulators, including decisions on base rate increase
requests; |
| --- | --- |
| - | new
or additional water quality
standards; |

| - | weather
variations and other natural phenomena; |
| --- | --- |
| - | the
existence of attractive acquisition candidates and the risks involved in
pursuing those acquisitions; |

| - | acts
of war or terrorism; |
| --- | --- |
| - | significant
changes in the housing starts in
Delaware; |

| - | the
availability and cost of capital resources; and |
| --- | --- |
| - | other
factors discussed elsewhere in this quarterly
report. |

12

Index

Many of these factors are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A. - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Overview

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

Our New Jersey water utility system (the Middlesex System) provides water services to approximately 59,500 retail, commercial and fire service customers, primarily in central New Jersey. The Middlesex System also provides water service under contract to municipalities in central New Jersey with a total population of approximately 303,000. Through our subsidiary, USA-PA, we operate the water supply system and wastewater collection system for the City of Perth Amboy, New Jersey. Pinelands Water and Pinelands Wastewater provide water and wastewater services to residents in Southampton Township, New Jersey.

Tidewater and Southern Shores provide water services to approximately 31,800 retail customers in New Castle, Kent, and Sussex Counties, Delaware. Our TESI subsidiary provides regulated wastewater service to approximately 1,400 residential retail customers. White Marsh serves approximately 5,700 customers under unregulated operating contracts with various owners of small water and wastewater systems in Kent and Sussex Counties.

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

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

Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management, and customer growth. These factors are evident in the discussions below which compare our results of operations with prior periods.

13

Index

Recent Developments

Rate Increases

On April 29, 2008 Pinelands Water and Pinelands Wastewater filed with the New Jersey Board of Public Utilities (BPU) for base rate increases of 19.8% and 22.9%, respectively. These combined increase requests represent $0.3 million of additional revenues needed to cover higher operations and maintenance costs of their systems. We cannot predict whether the BPU will ultimately approve, deny, or reduce the amount of our requests.

Effective January 1, 2008, Tidewater received approval from the Delaware Public Service Commission (PSC) to increase their Distribution System Improvement Charge (DSIC) from 0.17% to 1.62%. The DSIC increase is expected to generate approximately $0.2 million of additional revenue.

In accordance with the tariff established for Southern Shores, an annual rate increase of 3% was implemented on January 1, 2008. The increase cannot exceed the lesser of the regional Consumer Price Index or 3%. The contracted rate schedule is set to expire on December 31, 2008. The Company is in the process of renegotiating the rate schedule.

Operating Results by Segment

The Company has two operating segments, Regulated and Non-Regulated. Our Regulated segment contributed 88% of total revenues and 85% of net income for the three months ended March 31, 2008. This segment contributed 88% of total revenues and 92% of net income over the same three month period ended March 31, 2007. The discussion of the Company’s results of operations is on a consolidated basis, and includes significant factors by subsidiary. The segments in the tables included below consist of the following companies: Regulated-Middlesex, Tidewater, Pinelands, Southern Shores, and TESI; Non-Regulated- USA, USA-PA, and White Marsh.

Results of Operations – Three Months Ended March 31, 2008

| | (In
Thousands) Three Months Ended
March 31, | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2008 | | | 2007 | | |
| | Regulated | Non- Regulated | Total | Regulated | Non- Regulated | Total |
| Revenues | $ 18,422 | $ 2,433 | $ 20,855 | $ 16,688 | $ 2,300 | $ 18,988 |
| Operations
and maintenance expenses | 10,208 | 1,890 | 12,098 | 9,216 | 1,954 | 11,170 |
| Depreciation
expense | 1,902 | 29 | 1,931 | 1,814 | 31 | 1,845 |
| Other
taxes | 2,421 | 58 | 2,479 | 2,192 | 59 | 2,251 |
| Operating income | 3,891 | 456 | 4,347 | 3,466 | 256 | 3,722 |
| Other
income, net | 176 | 122 | 298 | 333 | - | 333 |
| Interest
expense | 1,446 | 71 | 1,517 | 1,359 | 25 | 1,384 |
| Income
taxes | 920 | 204 | 1,124 | 804 | 98 | 902 |
| Net income | $ 1,701 | $ 303 | $ 2,004 | $ 1,636 | $ 133 | $ 1,769 |

14

Index

Operating revenues for the three months ended March 31, 2008 increased $1.9 million, or 9.8%, from the same period in 2007. Revenues in our Middlesex system increased $1.1 million as a result of a 9.1% base rate increase implemented on October 26, 2007. Middlesex revenues also increased by $0.2 million due to higher consumption by our customers in 2008. Revenues improved $0.3 million in our Tidewater system, of which $0.2 million was the result of an additional 12% rate increase implemented on February 28, 2007. Customer growth and higher consumption contributed $0.3 million of revenues. Fees charged for initial connection to our Delaware Water system were $0.2 million lower in 2008 as new residential and commercial development has slowed in our Delaware service territories. Revenues from our regulated wastewater operations in Delaware increased by $0.1 million due to customer growth. All other operations accounted for $0.2 million of additional revenues.

While we anticipate continued organic customer and consumption growth, particularly in our Delaware systems, such growth and increased consumption cannot be guaranteed. Revenues from our water systems are highly dependent on the effects of weather, which may adversely impact future consumption despite customer growth. Appreciable organic customer and consumption growth is less likely in our New Jersey systems due to the extent to which our service territory is developed. The Company expects its 2008 operating revenues to reflect the full effect of the October 2007 Middlesex $5.0 million rate increase.

Operation and maintenance expenses for the three months ended March 31, 2008 increased $0.9 million or 8.3%. Labor and benefits costs increased $0.4 million due to increases in wages and benefits costs and increased headcount to meet the needs associated with continued growth in our Delaware service territory. Water Production costs were $0.3 million higher due to increased sales in Delaware and higher costs for water, electric power, chemicals and disposal of residuals in New Jersey. The costs to operate our TESI regulated wastewater facilities in Delaware increased by $0.1 million due to acquisition of the Milton, Delaware wastewater system during 2007. All other expense categories increased by $0.1 million.

Depreciation expense increased by $0.1 million, or 4.6%, primarily as a result of a higher level of utility plant in service since March 31, 2007.

Interest expense increased by $0.1 million commensurate with higher short-term borrowings compared to the prior year period.

Other taxes increased by $0.2 million generally reflecting additional taxes on higher taxable gross revenue, payroll and real estate.

Income taxes increased $0.2 million as a result of increased operating income as compared to the prior year.

Net income increased by 13.3% from $1.8 million to $2.0 million. Basic earnings per share grew by 13.3% to $0.15 for the three months ended March 31, 2008 compared to $0.13 for the same period in 2007. Diluted earnings per share were $0.15 and $0.13 for three months ended March 31, 2008 and 2007, respectively.

15

Index

Liquidity and Capital Resources

Cash flows from operations are largely dependent on three factors: the impact of weather on water sales, adequate and timely rate increases, and customer growth. The effect of those factors on net income is discussed in results of operations. For the three months ended March 31, 2008, cash flows from operating activities were $5.7 million, an increase of $0.3 million from the prior year. This increase was attributable to increased earnings, and a decrease in customer receivables. These higher cash flows were partially offset by a decrease in accounts payable due to the timing of payments. The $5.7 million of net cash flow from operations enabled us to fund 91% of our utility plant expenditures internally for the period, with the remainder funded with proceeds from requisitions under the Delaware State Revolving Fund (SRF) program loans.

The capital spending program for 2008 is currently estimated to be $36.9 million. Through March 31, 2008, we have expended $6.3 million. For the remainder of 2008 we expect to incur $30.6 million of costs. We expect to spend an additional $11.6 million for additions and improvements to our Delaware water systems; $3.7 million for infrastructure additions for our Delaware wastewater systems; $1.1 million towards implementation of a Company-wide information system upgrade; and $3.5 million for the RENEW program, to complete the cleaning and cement lining of approximately nine miles of unlined water mains in the Middlesex system. There remains a total of approximately 112 miles of unlined mains in the 730-mile Middlesex system. The capital program also includes an additional $10.7 million to be incurred over the remainder of 2008 for scheduled upgrades to our existing systems in New Jersey. The remaining spending for scheduled upgrades include $3.4 million for improvements to existing plant, $4.7 million for mains, $0.5 million for service lines, $0.3 million for meters, $0.2 million for hydrants and $1.6 million for other infrastructure needs.

To fund our capital program in 2008, we have utilized internally generated funds, and funds available under existing New Jersey SRF program loans (currently, $3.5 million) and Delaware SRF program loans (currently, $2.8 million). These programs provide low cost financing for projects that meet certain water quality and system improvement benchmarks. If needed, we will also borrow funds through $33.0 million of available lines of credit with several financial institutions. As of March 31, 2008, $9.0 million was outstanding against the lines of credit.

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

We currently project that we may be required to expend between $88.4 million and $121.8 million for capital projects in 2009 and 2010 combined. The exact amount is dependent on customer growth, residential housing sales and project scheduling. In particular, Middlesex has filed a prudence review application with the BPU for a proposed major transmission pipeline designed to strengthen its existing transmission network and provide system redundancy and reliability. Initial estimates to construct the pipeline are $26.2 million. The duration and outcome of the BPU review process may affect the construction schedule as well as the project viability.

To the extent possible and because of favorable interest rates available to regulated water utilities, we expect to finance our capital expenditures under the SRF loan programs. We also expect to use internally generated funds and proceeds from the sale of common stock through the Dividend Reinvestment and Common Stock Purchase Plan. It may also be necessary to sell shares of our Common Stock through a public offering.

In addition to the effect of weather conditions on revenues, increases in certain operating costs will impact our liquidity and capital resources. We received rate relief for Middlesex in October 2007 and for Tidewater and

16

Index

Southern Shores on January 1, 2008. Changes in operating costs and timing of capital projects will have an impact on revenues, earnings, and cash flows and will also impact the timing of filings for future rate increases.

Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.

ITEM 3. Quantitative and Q ualitative Disclosures of Market Risk

The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our capital program is partially financed with fixed rate, long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our Amortizing Secured Notes and First Mortgage Bonds, which have final maturity dates ranging from 2009 to 2038. Over the next twelve months, approximately $17.8 million of the current portion of twenty existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest of 10% on those borrowings would not have a material effect on earnings.

ITEM 4. Controls and Pr o cedures

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.

On August 1, 2008 and subsequent to the issuance of the Company’s Form 10-Q for the quarterly period ended March 31, 2008, management determined that the previously filed unaudited Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Capital Stock and Long-term Debt needed to be restated. The restatement is necessary to reflect a reduction in Long-term Debt and a corresponding increase in the Current Portion of Long-term Debt due to the February 1, 2009 maturity date of the Company’s First Mortgage Bond Series U being less than one year from the date of the filed financial statements.

As required by Rule 13a-15 under the Exchange Act, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, which included consideration of the restatements, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report. As a result of this conclusion, the Company performed additional review and analysis to ensure its consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the condensed consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls over financial reporting were not effective in meeting the objectives as described above during the quarter covered by this report. In connection with the discovery of errors related to recording and reporting of Long-term Debt and the Current Portion of Long-term Debt, the Company has subsequently implemented additional procedures related to the evaluation and review of maturity dates for Long-term Debt to ensure proper classification of debt maturing in less than one year to the Current Portion of Long-term Debt. Management believes these changes will remediate the errors that led to the restatement and enhance the reliability and effectiveness of the financial reporting process.

17

Index

PART II. OTHE R INFORMATION

ITEM 1. Legal Pro c eedings

Reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. Note 7 to the unaudited Condensed Consolidated Financial Statements for the period ended March 31, 2008, included in Part 1 of this Quarterly Report on Form 10-Q/A, is hereby incorporated by reference.

Item 1A. Risk Fac t ors

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

Except as described above, information about risk factors for the three months ended March 31, 2008 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, 2007.

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

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission o f Matters to a Vote of Security Holders

None.

ITEM 5. Other Infor m ation

None.

18

Index

ITEM 6. Exh i bits

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

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

32 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.

32.1 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.

19

Index

SIGNA T URES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| MIDDLESEX
WATER COMPANY | |
| --- | --- |
| By: | /s/ A. Bruce
O’Connor |
| | A.
Bruce O’Connor |
| | Vice
President and |
| | Chief
Financial Officer |

Date: August 6, 2008

20