Middlesex Water Company Annual Report 2012

Plain-text annual report

VALUE RELIABILITY SAFETY QUALITY RESPONSIBILITY INTEGRITY PRUDENCE TRANSPARENCY PARTNERSHIPS SERVICE PROFESSIONAL SOLUTIONS EXCELLENCE EFFICIENCY INNOVATIVE RESPONSIVE TECHNOLOGY TEAMWORK EXPERIENCE LEADERSHIP COMMUNICATION STEWARDSHIP COMMUNITY TRADITION ENERGY 2012 Annual Report A Trusted Provider for 115 years Company Profile Middlesex Water Company was incorporated as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. The Company also operates water and wastewater systems under contract on behalf of municipal and private clients in New Jersey and Delaware. The Company’s common stock trades on the NASDAQ Global Select Market under the symbol MSEX. What We Offer: • Water Production, Treatment and Distribution • Public/Private Partnerships • Wastewater Collection and Treatment • Water and Sewer Line Maintenance (offered through a third party) • Ownership and Operation of Utilities • Community Irrigation • Plant Construction, Operations and Maintenance • Water and Wastewater Contract Operations • Utility Billing and Collections • Turnkey Renewable Energy Services Operating Revenues (Millions of Dollars) 102.7 102.1 91.0 91.2 110.4 Financial Highlights (Millions of Dollars, Except per Share Data) 2012 2011 2010 Operating Revenues $110.4 $102.1 $102.7 Operation and Maintenance Expenses Depreciation 08 09 10 11 12 Income and Other Taxes Net Income (Millions of Dollars) 14.4 14.3 13.4 12.2 Interest Charges Net Income Earnings Applicable to Common Stock 10.0 Basic Earnings per Share Diluted Earnings per Share Cash Dividends Paid per Share 08 09 10 11 12 Utility Plant Return on Average Common Equity 60.5 10.4 19.2 6.7 14.4 14.2 0.90 0.90 0.74 535.6 8.0% 56.6 55.5 9.7 9.2 18.0 18.2 6.4 13.4 13.2 0.85 0.84 0.73 6.9 14.3 14.1 0.96 0.96 0.72 514.6 483.5 7.6% 9.0% Earnings and Dividends ($ Per Share) ■ Earnings ■ Dividends .96 .89 .90 .84 .72 .71 .70 .72 .73 On the Cover: From generation to generation, Middlesex Water has worked to earn the trust of customers, employees and shareholders, as a quality service .74 provider, valued employer and sound investment. Driven by a firm set of values, we strive to deliver quality of life and economic stability and growth for current and future customers by providing a comprehensive suite of 08 09 10 11 12 sustainable water and wastewater services. 120 90 60 30 15.0 12.0 9.0 6.0 1.00 .90 .80 .70 .60 Dear Shareholder: Middlesex Water Company observed of caring and responsibility to the its 115th year of service to customers customers and communities we serve in 2012. In reaching that notable had been instilled in the company’s milestone, we reﬂect on the various employees. Behind all of the operational, ﬁnancial and social numerous operational and ﬁnancial factors that have contributed to the decisions over the years, has been a company’s long-standing success. keen awareness that as a local water Building Trust – service provider, we must act with integrity and support our communities, Generation after Generation comply with the strictest of water It began with a vision in 1897 to standards and invest in infrastructure Dennis W. Doll Chairman, President and Chief Executive Ofﬁcer provide water service to meet the that will help ensure reliability for years customers, appropriate returns for needs of a growing industrial base to come. It is these actions that have shareholders and overall high quality in what is now eastern Middlesex helped us to earn and maintain the utility service. This spirit of service County, New Jersey. Environmental trust of our many stakeholders. I am and our underlying technical expertise, and rate regulation were not yet gratiﬁed that this spirit of service has positioned Middlesex Water mainstream concepts in the provision continues to be alive and well in our as a valued resource to numerous of water service. Those disciplines company to this day. Prudent analysis, governmental ofﬁcials, who have began to evolve in succeeding years diligent planning and disciplined a signiﬁcant vested interest in the as the population grew and the ability execution have been integral to the health, safety and overall well-being to provide safe, reliable water service design, construction, operation and of the populations we serve. took on increasing operational and maintenance of thousands of water Words, such as integrity, service and ﬁnancial complexity. From those and wastewater assets. These qualities stewardship that you see on the cover earliest days, and throughout the have also factored into the design and of this annual report are generally, in evolution of our company, a implementation of rate mechanisms my opinion, viewed as platitudes by commitment to quality and a culture to ensure fair and equitable costs to the readers of annual reports that are easy to communicate by leaders, but are difﬁcult to validate by shareholders. We share them with you as part of the theme of this report because in my eight years with Middlesex Water Company, I am more convinced than ever that they truly deﬁne this company, and have for so many years. The employees of the Middlesex Water family of companies are honored for the opportunity to continue to maintain our legacy as a trusted service provider for the beneﬁt of our current customers and those we expect to serve in future generations. Our efforts throughout 2012 continued to keep a sharp focus on the complex balance that is inherent in our ability to adequately meet the 1 CEO Dennis Doll and members of the company’s management team rang the closing bell at the NASDAQ Stock Market in November in observance of the company’s 115th Anniversary, 100 continuous years of dividend payments and 40 consecutive years of dividend increases. • further ensured the reliability and business. By 2012, the company was • integrity of critical utility infrastructure at the end of the historical rate case • implemented additional technology cycle for several of its regulated water • for greater efﬁciency and service and wastewater utilities and as a result, • quality was in need of rate relief. Base rate • facilitated further growth proceedings were concluded in 2012 Some of these projects included for Middlesex Water Company, a $4.2 million investment to clean Tidewater Utilities and Tidewater and line water mains in Edison Environmental Services. The outcomes Township, NJ, $ 2.3 million in meter of these proceedings are further replacements and hydrant and water detailed later in this report and are main upgrades throughout our evidence of the constructive and system in New Jersey, $4.8 million collaborative relationships your to upgrade water and wastewater management team continues to infrastructure in our Delaware systems foster with the company’s economic and $2.1 million in our enterprise-wide regulators, for the mutual beneﬁt of technology platform. customers and shareholders. There is a foreseeable need to continue to make investments in Opportunities for Growth capital projects to upgrade, replace We achieved success in various growth and construct both water and initiatives in 2012 as we continue to “ We achieved timely recovery of capital investments made in our New Jersey and Delaware operations through rate relief which helped grow our revenue.” A. Bruce O’Connor Vice President and Chief Financial Ofﬁcer needs of customers, shareholders wastewater utility infrastructure. identify innovative opportunities for and employees. Some of those There is also a practical need to the beneﬁt of both customers and efforts and related achievements periodically solicit timely and shareholders. Our efforts continued are highlighted here. adequate rate recognition from to be directed at initiatives that our regulators for certain changes in complement our existing operations Prudent Capital Investments our cost proﬁle to ensure continued and our skills yet, help differentiate In 2012 we delivered an enterprise reliable service, in addition to ensuring us as a leader in the water and capital program of more than we can continue to deliver returns wastewater industry in both existing $21 million. Through numerous for our shareholders that appropriately and future markets. In that regard, speciﬁc capital projects, we: reﬂect the inherent risks in our in July we began operating the Super Storm Sandy In October 2012, crews worked to help keep the water flowing throughout Super Storm Sandy, the largest Atlantic hurricane on record. While the event challenged our standby power supplies and facilities, due to emergency planning and dedicated employees, the enterprise experienced no significant disruptions in service, no accidents or injuries were reported and water quality remained high. A post-storm evaluation also led to the launch of our DIRECTAlert program, through which customers can update their contact information for notification purposes. 2 water, wastewater and storm water systems of the Borough of Avalon, NJ. This 10-year public-private partnership is a further example of the conﬁdence municipal ofﬁcials continue to place in us to manage services that are essential to quality of life, as well as critical to sustaining economic stability and growth for the beneﬁt of the residents and businesses both we and the Borough ofﬁcials are jointly committed to serve. We made signiﬁcant progress in the unique public-private partnership announced last year to produce electricity from methane gas at the wastewater treatment plant of the Village of Ridgewood, New Jersey. In commitment to live the values inherent conjunction with a partner, Natural in the positive words we use to describe Systems Utilities, we are using ourselves on the cover of this report, anaerobic digestion as well as solar as well as to do good work for all and ultraviolet light technologies customers, including industrial clients, to produce enough electricity to our short-term contract with Sunoco completely power the Village’s Logistics that I described this time last treatment plant. Electricity generation year has been extended an additional is further enhanced by introducing year through the end of 2013. food wastes from local sources We are encouraged by the commonly known as “fog” (fats, improvements we see in the housing oils and grease) into the treatment market, particularly in Delaware, where process. In addition to delivering we are currently working with several ﬁnancial beneﬁts for all parties to the developers to provide water and/or partnership, this innovative approach wastewater service to a number of new results in reducing the overall “carbon housing and commercial properties. footprint” thereby, effecting an overall We completed a multi-year initiative positive impact on the environment. in 2012 to integrate several components Middlesex Water Company and Natural of our technology platform. The Systems Utilities are joint owners of the integration of our mobile workforce approximately $3.5 million improvements management application, our to the Village’s treatment facilities customer care and billing system under a 20-year agreement with the and a work and asset management Village. The project, currently near application, has in many respects completion and full production, has transformed the way work gets done begun to produce electricity and is and results get measured in numerous expected to be fully operational by parts of the company. In addition, the end of the second quarter of 2013. those applications have now been fully As further testament to our integrated with other key business Progress continues on the installation and integration of various components of the anaerobic digestion system at the Ridgewood, NJ wastewater treatment plant. plansmartnj betterland use betterlives Edward A. Clerico, President and COO, Natural Systems Utilities, LLC, Christopher Rutishauser, P.E., Village of Ridgewood, NJ and Dennis Doll accept an Environmental Achievement Award for the public-private partnership from PlanSmart NJ, an organization committed to improving the quality of community life through sound land use planning. systems such as accounting, payroll and our Geographic Information Systems, resulting in enhanced company-wide timekeeping, consolidated supply chain management, inventory control and improved ﬁeld crew productivity. This automation is giving us ever greater insight into the details of our operations. We are now able to capture construction, operations, maintenance and administrative time and cost in real time in end-to-end business processes for improved analysis and decision-making. Emerging Stronger Through a Crisis In 2012, our enterprise stood strong through Super Storm Sandy, a storm which tested our emergency operations and communications plans, facilities and employees. We thank our extraordinarily dedicated employees, many of whom suffered personal property loss, for their incredible efforts throughout the storm and its aftermath, in ensuring the company was able to continue to provide service. 3 on common stock for the 40th consecutive year. We were pleased to commemorate this milestone, as well as our 100th consecutive year of dividend payments, with members of our management team at a NASDAQ Stock Market Closing Bell Ceremony in November. Challenges Ahead Like any company, there are always opportunities to improve in virtually every aspect of the business. Finding those opportunities and implementing those improvements is a very rewarding part of my job and that of our management team. The need to make “ Through our mobile work- force platform our field crews are able to respond to customer requests in a more timely and efficient manner.” Housing construction continues in the southern portion of our DE service territory. Richard M. Risoldi Vice President and Chief Operating Ofﬁcer further improvements in operational values inherent in the words on the and ﬁnancial performance is even more cover of this report, with the high acute since portions of our customer quality technical and management base continue to endure economic skills our employees possess and with Despite having detailed emergency hardship. The impact on customer ongoing diligent efforts to exploit plans, policies and procedures in place, rates from our need to continue to smart opportunities to grow, we following our post-storm analysis and invest signiﬁcant amounts of capital, will continue to appropriately meet review, we have further expanded our combined with lingering uncertainty the needs of customers, employees emergency preparedness plans to around certain future costs including and shareholders. anticipate weather events of longer healthcare, regulatory and others, Thank you for your continued conﬁdence duration and severity than had previously underscores our need to continue to in Middlesex Water Company. been contemplated in our plans. In navigate the ratemaking process in addition, we continue to expand our collaboration with our economic use of various social media platforms regulators, consumer advocates and to keep our customers informed. others. We are encouraged that with In 2012 we raised the dividend our steadfast commitment to living the Dennis W. Doll Chairman, President and Chief Executive Ofﬁcer In 2012, Tidewater Utilities, Inc. was named the provider of the “Best Tasting Water in Delaware” by the Delaware Rural Water Association, the state’s leading association dedicated to providing technical assistance and specialized training for rural water and wastewater systems. Middlesex Water Company was recognized by local radio station, Magic 98.3 for its support of women in the workplace at the Third Annual Central Jersey Women in Business Awards. Georgia Simpson, Director IT, accepted the award on behalf of Middlesex Water Company. 4 VALUE RELIABILITY SAFETY QUALITY RESPONSIBILITY INTEGRITY PRUDENCE TRANSPARENCY PARTNERSHIPS SERVICE PROFESSIONAL SOLUTIONS EXCELLENCE EFFICIENCY INNOVATIVE RESPONSIVE TECHNOLOGY TEAMWORK EXPERIENCE LEADERSHIP COMMUNICATION STEWARDSHIP COMMUNITY TRADITION ENERGY Form 10-K For the fiscal year ended December 31, 2012 A Trusted Provider for 115 years UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) (cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF For the fiscal year ended December 31, 2012 OR 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) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of each exchange on which registered: Common Stock, No Par Value The NASDAQ Stock Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:2) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:3) No (cid:2) 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 (cid:2) No (cid:3) Indicate by check mark whether the registrant has submitted and posted on their 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 for such shorter period that the registrants were required to submit and post such files). Yes (cid:2) No (cid:3) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:2) 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 (cid:3) Accelerated filer (cid:2) Non-accelerated filer (cid:3) Smaller reporting company (cid:3) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:3) No (cid:2) The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2012 was $298,875,149 based on the closing market price of $18.58 per share. The number of shares outstanding for each of the registrant's classes of common stock, as of March 5, 2013: Common Stock, No par Value 15,815,595 shares outstanding Documents Incorporated by Reference Proxy Statement to be filed in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 21, 2013, which will be filed with the Securities and Exchange Commission within 120 days of the end of our 2012 fiscal year, is incorporated by reference into Part III. MIDDLESEX WATER COMPANY FORM 10-K INDEX Forward-Looking Statements PAGE 1 PART I Item 1. Business: Overview Financial Information Water Supplies and Contracts 2 2 2 4 4 5 Employees Competition 5 Regulation 6 Seasonality 8 Management 9 Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Properties 10 14 15 16 16 PART II 17 Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Item 6. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Qualitative and Quantitative Disclosure About Market Risk Item 8. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Financial Statements and Supplementary Data Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Signatures Exhibit Index 17 19 19 33 34 62 62 64 64 64 64 64 64 64 65 65 FORWARD-LOOKING STATEMENTS Certain statements contained in this annual 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. Middlesex Water Company (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, including the recovery of certain costs recorded as regulatory assets; statements as to the Company’s expected liquidity needs during the upcoming fiscal year and beyond and statements as to the sources and availability of funds to meet its liquidity needs; statements as to expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results; statements as to financial projections; statements as to the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets; statements as to the ability of the Company to pay dividends; 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 the Company’s plans to renew municipal franchises and consents in the territories it serves; 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 rate increase requests; - - - - - - new or additional water quality standards; - weather variations and other natural phenomena; - the existence of financially attractive acquisition candidates and the risks involved in pursuing those acquisitions; acts of war or terrorism; significant changes in the pace of housing development in Delaware; the availability and cost of capital resources; the ability to translate Preliminary Survey & Investigation charges into viable projects; and - - - - - other factors discussed elsewhere in this annual 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 prospectus 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. Item 1. Business. Overview PART I Middlesex Water Company (Middlesex) was incorporated as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems in New Jersey, Delaware and Pennsylvania. Middlesex also operates water and wastewater systems under contract on behalf of municipal and private clients in New Jersey and Delaware. The terms “the Company,” “we,” “our,” and “us” refer to Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc. (Tidewater) and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh). The Company’s other subsidiaries are 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), Tidewater Environmental Services, Inc. (TESI) and Twin Lakes Utilities, Inc. (Twin Lakes). The Company’s principal executive offices are located at 1500 Ronson Road, Iselin, New Jersey 08830. Our telephone number is (732) 634-1500. Our internet website address is http://www.middlesexwater.com. We make available, free of charge through our internet website, reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, after such material is electronically filed with or furnished to the United States Securities and Exchange Commission (the SEC). Middlesex System The Middlesex System in New Jersey provides water services to approximately 60,000 retail customers, primarily in eastern Middlesex County, New Jersey and provides water under wholesale contracts to the City of Rahway, Townships of Edison and Marlboro, the Boroughs of Highland Park and Sayreville and the Old Bridge Municipal Utilities Authority. The Middlesex System treats, stores and distributes water for residential, commercial, industrial and fire protection purposes. The Middlesex System also provides water treatment and pumping services to the Township of East Brunswick under contract. The Middlesex System produced approximately 61% of our 2012 consolidated operating revenues. The Middlesex System’s retail customers are located in an area of approximately 55 square miles in Woodbridge Township, the City of South Amboy, the Boroughs of Metuchen and Carteret, portions of the Township of Edison and the Borough of South Plainfield in Middlesex County and, to a minor extent, a portion of the Township of Clark in Union County. Retail customers include a mix of residential customers, large industrial concerns and commercial and light industrial facilities. These customers are located in generally well-developed areas of central New Jersey. The contract customers of the Middlesex System comprise an area of approximately 146 square miles with a population of approximately 300,000. Contract sales to Edison, Sayreville, Old Bridge, Marlboro and Rahway are supplemental to the existing water systems of these customers. The Middlesex System provides treated surface water under long-term agreements to East Brunswick, Marlboro, Old Bridge and Sayreville. Middlesex provides water service to approximately 300 customers in Cumberland County, New Jersey. This system is referred to as Bayview, and is not physically interconnected with the Middlesex System. Bayview produced less than 1% of our 2012 consolidated operating revenues. Tidewater System Tidewater, together with its wholly-owned subsidiary, Southern Shores, provides water services to approximately 37,000 retail customers for domestic, commercial and fire protection purposes in over 300 separate community water systems in New Castle, Kent and Sussex Counties, Delaware. White Marsh is a wholly-owned subsidiary of 2 Tidewater that is unregulated as to rates and operates water and wastewater systems under contract for approximately 4,600 residential customers. White Marsh also owns the office buildings that Tidewater uses as its central business office campus. The Tidewater System produced approximately 26% of our 2012 consolidated operating revenues. Utility Service Affiliates-Perth Amboy USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water and wastewater systems under a 20-year agreement, which expires in 2018. USA-PA serves approximately 11,000 homes and businesses, most of which are served by both the water and wastewater systems. 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 fixed fees, and may receive variable fees, based on customer revenue growth. Fixed fee revenues increase over the term of the 20-year contract based upon a schedule of rates. USA- PA produced approximately 9% of our 2012 consolidated operating revenues. In connection with the agreement with Perth Amboy, USA-PA entered into a 20-year subcontract with a wastewater operating company for the operation and maintenance of the Perth Amboy wastewater collection system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses. Pinelands System Pinelands Water provides water services to approximately 2,500 residential customers in Burlington County, New Jersey. Pinelands Water produced less than 1% of our 2012 consolidated operating revenues. Pinelands Water is not physically interconnected with the Middlesex System. Pinelands Wastewater provides wastewater services to approximately 2,500 residential customers. Under contract, it also services one municipal wastewater system in Burlington County, New Jersey with approximately 200 residential customers. Pinelands Wastewater produced approximately 1% of our 2012 consolidated operating revenues. Utility Service Affiliates, Inc. USA offers residential customers in New Jersey and Delaware water service line and sewer lateral maintenance programs (LineCare). USA entered into a marketing agreement (the Agreement), expiring in 2021, with HomeServe USA (HomeServe), a leading provider of home maintenance service programs to service, develop and grow USA’s LineCare customer base. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. On July 1, 2012, USA began service to the Borough of Avalon, New Jersey (Avalon) under a ten-year operations and maintenance contract for the Avalon water utility, sewer utility and storm water system. In addition to performing the day to day operations, USA is responsible for billing, collections, customer service, emergency responses and management of capital projects funded by Avalon. USA produced approximately 2% of our 2012 consolidated operating revenues. TESI System TESI provides wastewater services to approximately 2,400 residential retail customers in Kent and Sussex Counties, Delaware. TESI produced approximately 1% of our 2012 consolidated operating revenues. Twin Lakes System Twin Lakes provides water services to approximately 110 residential customers in Shohola, Pennsylvania. Twin Lakes produced less than 1% of our 2012 consolidated operating revenues. 3 Financial Information Consolidated operating revenues, operating income and net income are as follows: (Thousands of Dollars) Years Ended December 31, Operating Revenues 2012 $ 110,379 2011 $ 102,069 Operating Income $ 27,647 $ 24,201 Net Income $ 14,396 $ 13,447 2010 $ 102,735 $ 26,597 $ 14,330 Operating revenues were earned from the following sources: Years Ended December 31, 2011 2012 2010 Residential Commercial Industrial Fire Protection Contract Sales Contract Operations Other 46.1 % 46.0 % 45.5 % 9.8 8.8 9.5 13.0 11.1 1.7 10.0 9.2 10.1 13.1 10.0 1.6 9.7 8.7 9.7 14.6 9.7 2.1 Total 100.0 % 100.0 % 100.0 % Water Supplies and Contracts Our New Jersey, Delaware and Pennsylvania water supply systems are physically separate and are not interconnected. In New Jersey, the Pinelands System and Bayview System are not interconnected with the Middlesex System or each other. We believe that we have adequate sources of water supply to meet the current service requirements of our present customers in New Jersey, Delaware and Pennsylvania. Middlesex System Our Middlesex System, which produced approximately 15.8 billion gallons in 2012, obtains water from surface sources and wells, or groundwater sources. In 2012, surface sources of water provided approximately 74% of the Middlesex System’s water supply, groundwater sources provided approximately 19% from 31 wells and the balance was purchased from a non-affiliated water utility. Middlesex System’s distribution storage facilities are used to supply water to customers at times of peak demand, outages and emergencies. The principal source of surface water for the Middlesex System is the Delaware & Raritan Canal, which is owned by the State of New Jersey and operated as a water resource by the New Jersey Water Supply Authority. Middlesex is under contract with the New Jersey Water Supply Authority, which expires November 30, 2023. The contract provides for average purchases of 27 million gallons per day (mgd) of untreated water from the Delaware & Raritan Canal, augmented by the Round Valley/Spruce Run Reservoir System. Surface water is pumped to, and treated at the Middlesex Carl J. Olsen (CJO) Water Treatment Plant. Middlesex also has an agreement with a non-affiliated regulated water utility for the purchase of treated water. This agreement provides for minimum purchase of 3.0 mgd of treated water with provisions for additional purchases. 4 Tidewater System Our Tidewater System produced approximately 1.9 billion gallons in 2012 from 158 wells. In 2012, no new wells were placed into service and we retired 1 well for the purpose of consolidating production facilities for more cost- efficient operation. Tidewater will submit applications to Delaware regulatory authorities for the approval of additional wells as growth, demand and water quality warrant. The Tidewater System does not have a central treatment facility but has several regional, as well as several smaller independent, treatment plants. Several of its water systems in New Castle, Kent and Sussex Counties, Delaware have interconnected transmission systems. Pinelands System Water supply to our Pinelands System is derived from four wells which produced approximately 162.6 million gallons in 2012. The pumping capacity of the four wells is 2.2 million gallons per day. Pinelands Wastewater System The Pinelands Wastewater System discharges into the South Branch of the Rancocas Creek through a tertiary treatment plant that provides clarification, sedimentation, filtration and disinfection. The total capacity of the plant is 0.5 mgd, and the system treated approximately 111.2 million gallons in 2012. Bayview System Water supply to Bayview customers is derived from two wells, which delivered approximately 16.3 million gallons in 2012. TESI System The TESI System is comprised of seven wastewater treatment systems in Kent and Sussex Counties, Delaware. The treatment plants provide clarification, sedimentation, and disinfection. The combined total treatment capacity of the plants is 0.6 mgd. The TESI System treated approximately 78.3 million gallons in 2012. Twin Lakes System Water supply to Twin Lakes’ customers is derived from two wells, which delivered approximately 23.9 million gallons in 2012. Employees As of December 31, 2012, we had a total of 279 employees. No employees are represented by a union. We believe our employee relations are good. Wages and benefits are reviewed annually and are considered competitive within both the industry and the regions where we operate. Competition Our business in our franchised service area is substantially free from direct competition with other public utilities, municipalities and other entities. However, our ability to provide contract water supply and wastewater services and operations and maintenance services is subject to competition from other public utilities, municipalities and other entities. Although Tidewater has been granted an exclusive franchise for each of its existing community water systems, its ability to expand service areas can be affected by the Delaware Public Service Commission awarding franchises to other regulated water utilities with whom we compete for such franchises and for projects. 5 Regulation Our rates charged to customers for water and wastewater services, the quality of the services we provide and certain other matters are regulated by the following state utility commissions (collectively, the Utility Commissions): • New Jersey-New Jersey Board of Public Utilities (NJBPU) • Delaware-Delaware Public Service Commission (DEPSC) • Pennsylvania-Pennsylvania Public Utilities Commission (PAPUC) Our USA, USA-PA and White Marsh subsidiaries are not regulated public utilities. However they are subject to environmental regulation with respect to water and wastewater effluent quality to the extent such services are provided. We are subject to environmental and water quality regulation by the following regulatory agencies (collectively, the Government Environmental Regulatory Agencies): • United States Environmental Protection Agency (EPA) • New Jersey Department of Environmental Protection (NJDEP) with respect to operations in New Jersey • Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission (DRBC) with respect to operations in Delaware • Pennsylvania Department of Environmental Protection (PADEP) with respect to operations in Pennsylvania In addition, our issuances of equity securities are subject to the prior approval of the NJBPU and require registration with the SEC. Our issuances of long-term debt securities are subject to the prior approval of the appropriate Utility Commissions. Regulation of Rates and Services For ratemaking purposes, we account separately for operations in New Jersey, Delaware and Pennsylvania to facilitate independent ratemaking by the applicable Utility Commissions. In determining our rates, the respective Utility Commissions consider the revenue, expenses, rate base of property used and useful in providing service to the public and a fair rate of return on investments within their separate jurisdictions. Rate determinations by the respective Utility Commissions do not guarantee particular rates of return to us for our New Jersey, Delaware and Pennsylvania operations. Thus, we may not achieve the rates of return permitted by the Utility Commissions. In addition, there can be no assurance that any future rate increases will be granted or, if granted, that they will be in the amounts requested. Middlesex Rate Matters In July 2012, the NJBPU approved an $8.1 million increase in Middlesex’s annual base water rates. A base rate increase request of $11.3 million was filed in January 2012 seeking recovery of increased costs of operations, chemicals, fuel, electricity, taxes, labor and benefits, and decreases in industrial and commercial customer demand patterns, as well as capital investment in utility plant. The new base rates are designed to generate sufficient revenue to recover these increased costs and offset the lower customer demands, as well as provide a return on invested capital in rate base of $202.4 million, based on a return on equity of 10.15%. The rate increase became effective on July 20, 2012. In November 2012, Middlesex filed a petition with the NJBPU seeking approval of foundational information (Foundational Filing) that would allow for the implementation of a Distribution System Improvement Charge (DSIC). A DSIC is a rate-mechanism that allows water utilities to recover investment in capital improvements to their water distribution system made between base rate proceedings. In February 2013, the Foundational Filing was approved by the NJBPU, which allows Middlesex to implement a DSIC rate in September 2013 to recover 6 costs for qualifying projects that are placed in service in the six-month post approval period. The DSIC rate is allowed to increase in three subsequent six month periods for any additional qualifying projects placed in service during those time periods. The maximum annual revenues allowed to be recovered under the approved Foundational Filing is $1.4 million. In September 2012, Middlesex filed an application with the NJBPU seeking permission to establish a Purchased Water Adjustment Clause (PWAC) and implement a tariff rate sufficient to recover increased costs of $0.1 million to purchase untreated water from the New Jersey Water Supply Authority (NJWSA) and treated water from a non-affiliated regulated water utility. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. In March 2010, the NJBPU granted an increase in Middlesex’s annual operating revenues of 13.57%, or $7.8 million. The increase was necessitated by increased costs, as well as to provide a return on invested capital in rate base of $180.3 million based on a return on equity of 10.30%. Tidewater Rate Matters In June 2012, the DEPSC approved a $3.9 million increase in Tidewater’s annual base water rates. A base rate increase request of $6.9 million was filed in September 2011 seeking recovery of increased costs for operations, maintenance and taxes, as well as capital investment. Under DEPSC regulations, Tidewater had implemented interim rates in November 2011, which amounted to approximately $2.5 million on an annual basis. The new final base rates reflect the remaining $1.4 million and became effective June 19, 2012. Effective January 1, 2013, Tidewater implemented a DEPSC approved $0.1 million DSIC rate increase. TESI Rate Matters In November 2012, TESI filed an application with the DEPSC seeking approval to purchase all of the utility assets of the 600 customer wastewater system serving the residents of the Plantations development (the Plantations) in Rehoboth Beach, Delaware. The application also requests the transfer of the wastewater franchise from the current owner to TESI. In connection with this transaction, TESI also filed an application with DEPSC seeking an approximate $0.1 million increase in the Plantations’ residents base wastewater rates. The purchase, and subsequent operation, of the Plantation’s wastewater system is contingent, among other things, upon the DEPSC’s approval of both applications. We cannot predict whether the DEPSC will ultimately approve or deny the purchase and base rate increase. A decision by the DEPSC is not expected until the third quarter of 2013. In June 2012, the DEPSC approved a $0.6 million increase in TESI’s annual base wastewater rates, a portion of which is to be phased in through 2015. A base rate increase request of $0.8 million was filed in July 2011 seeking recovery of increased operation and maintenance costs, as well as capital investment. Under DEPSC regulations, TESI had implemented interim rates in September 2011, which amounted to approximately $0.1 million on an annual basis. The new final base rates became effective June 5, 2012. Pinelands Rate Matters In August 2012, Pinelands Water and Pinelands Wastewater filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.2 million and $0.1 million per year, respectively. These requests were made as a result of capital investments as well as increased operations and maintenance costs for both companies. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. A decision by the NJBPU is not expected until the second quarter of 2013. Southern Shores Rate Matters Effective June 1, 2011, the DEPSC approved a multi-year agreement for a phased-in base rate increase for Southern Shores. This increase was made as a result of capital investment in the upgrade and renovation of Southern Shores’ primary water treatment facilities, as well as by increased operating costs. Under the terms of 7 the agreement, which expires in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes Rate Matters The PAPUC approved a $0.1 million, three-year phased-in base rate increase effective March 3, 2012. This increase was designed to recover capital investment in the upgrade and renovation of the Twin Lakes System, as well as increased operating costs. Future Rate Filings Both Middlesex and Tidewater believe it will be necessary to file for an increase in their base rates in 2013. Once filed, there can be no assurances that the Utility Commissions will approve the anticipated rate increase requests in whole or in part. In addition, the timing of approval of these rate requests is presently not known. Water and Wastewater Quality and Environmental Regulations Government environmental regulatory agencies regulate our operations in New Jersey, Delaware and Pennsylvania with respect to water supply, treatment and distribution systems and the quality of the water. They also regulate our operations with respect to wastewater collection, treatment and disposal. Regulations relating to water quality require us to perform tests to ensure our water meets state and federal quality requirements. In addition, government environmental regulatory agencies continuously review current regulations governing the limits of certain organic compounds found in the water as byproducts of the treatment process. We participate in industry-related research to identify the various types of technology that might reduce the level of organic, inorganic and synthetic compounds found in water. The cost to water companies of complying with the proposed water quality standards depends in part on the limits set in the regulations and on the method selected to treat the water to the required standards. We regularly test our water to determine compliance with existing government environmental regulatory agencies’ primary water quality standards. Treatment of well water in our Middlesex System is by chlorination for primary disinfection purposes. In addition, at certain locations, air stripping is used for removal of volatile organic compounds. Surface water treatment in our Middlesex System is by conventional treatment; coagulation, sedimentation and filtration. The treatment process includes pH adjustment, chlorination for disinfection, and corrosion control for the distribution system. Treatment of well water in our Tidewater System is by chlorination for disinfection purposes and, in some cases, pH correction and filtration for nitrate and iron removal. Treatment of well water in the Pinelands, Bayview and Twin Lakes Systems (primary disinfection only) is performed at individual well sites. The NJDEP, DEDPH and PADEP monitor our activities and review the results of water quality tests that are performed for adherence to applicable regulations. Other applicable regulations include the Federal Lead and Copper Rule, the Federal Surface Water Treatment Rule and the Federal Total Coliform Rule and regulations for maximum contaminant levels established for various volatile organic compounds. Seasonality Customer demand for our water during the warmer months is generally greater than other times of the year due primarily to additional consumption of water in connection with irrigation systems, swimming pools, cooling systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall timing and overall levels. In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the customer demand for our water may decrease and therefore, adversely affect our revenues. 8 Management This table lists information concerning our executive management team: Name Dennis W. Doll Age Principal Position(s) 54 President, Chief Executive Officer and Chairman of the Board of Directors A. Bruce O’Connor Richard M. Risoldi Kenneth J. Quinn Bernadette M. Sohler Lorrie B. Ginegaw Gerard L. Esposito 54 Vice President and Chief Financial Officer 56 Vice President-Operations and Chief Operating Officer 65 Vice President-General Counsel, Secretary and Treasurer 52 Vice President-Corporate Affairs 38 Vice President–Human Resources 61 President, Tidewater Utilities, Inc. Dennis W. Doll – Mr. Doll joined the Company in November 2004 as Executive Vice President. He was elected President and Chief Executive Officer and became a Director of Middlesex effective January 1, 2006. In May 2010, he was elected Chairman of the Board of Directors of Middlesex. He is also Chairman for all subsidiaries of Middlesex. Prior to joining the Company, Mr. Doll had been employed in the regulated water utility business since 1985. Mr. Doll also serves as a volunteer Director on several non-profit Boards including the New Jersey Utilities Association, the National Association of Water Companies, the Water Research Foundation and Raritan Bay Medical Center. A. Bruce O’Connor – Mr. O’Connor, a Certified Public Accountant, joined the Company in 1990 and was elected Vice President and Chief Financial Officer in 1996. He is responsible for financial reporting, customer service, rate cases, cash management and financings. He is Treasurer and a Director of Tidewater, TESI, USA, and White Marsh. He is Vice President, Treasurer and a Director of USA-PA, Pinelands Water and Pinelands Wastewater. He is also Vice President, Treasurer and a Director of Twin Lakes. Richard M. Risoldi – Mr. Risoldi joined the Company in 1989 as Director of Production, responsible for the operation and maintenance of the Company’s treatment and pumping facilities. He was appointed Assistant Vice President of Operations in 2003. He was elected Vice President-Subsidiary Operations in May 2004, responsible for regulated and unregulated subsidiary operations and business development. In January 2010, he became Vice President – Operations and Chief Operating Officer. He is a Director of Tidewater, TESI and White Marsh. He also serves as Director and President of Pinelands Water, Pinelands Wastewater, USA, USA-PA and Twin Lakes. Kenneth J. Quinn – Mr. Quinn joined the Company in 2002 as General Counsel and was elected Assistant Secretary in 2003. In 2004, Mr. Quinn was elected Vice President, Secretary and Treasurer for Middlesex and Secretary and Assistant Treasurer for all subsidiaries of Middlesex. Prior to joining the Company he had been employed in private law practice as well as by two major banking institutions located in New Jersey. He is a member of the New Jersey State Bar Association and its Public Utility Law Section. Bernadette M. Sohler – Ms. Sohler joined the Company in 1994 and was named Director of Communications in 2003 and promoted to Vice President-Corporate Affairs in March 2007 with responsibilities for corporate, investor and employee communications, media and government relations, marketing, community affairs and corporate philanthropic activities. She also serves as Vice President of USA. Prior to joining the Company, Ms. Sohler held marketing and public relations management positions in the financial services industry. Ms. Sohler serves as a volunteer director on several non-profit Boards including the National Association of Water Companies and is the Chair of the New Jersey Utilities Association’s Communications Committee. Lorrie B. Ginegaw – Ms. Ginegaw joined Tidewater in 2004. In September 2005, Ms. Ginegaw was promoted to Human Resources Manager. In May 2007, Ms. Ginegaw was promoted to Director of Human Resources for Middlesex. In March 2012, Ms. Ginegaw was appointed Vice President-Human Resources. Ms. Ginegaw is responsible for all Human Resources throughout the Company. Prior to joining the Company, Ms. Ginegaw 9 worked in various human resources positions in the healthcare and transportation/logistics industries. She is the Chair of the New Jersey Utilities Association’s Human Resources Committee and a member of the Middlesex County Workforce Investment Board. Gerard L. Esposito – Mr. Esposito joined Tidewater in 1998 as Executive Vice President. He was elected President of Tidewater and White Marsh in 2003 and elected President of TESI in January 2005. Prior to joining the Company he worked in various executive positions for Delaware environmental protection and water quality governmental agencies. He is a Director of Tidewater, TESI, and White Marsh. ITEM 1A. RISK FACTORS. Our revenue and earnings depend on the rates we charge our customers. We cannot raise utility rates in our regulated businesses without filing a petition with the appropriate Utility Commissions. If these agencies modify, delay, or deny our petition, our revenues will not increase and our earnings will decline unless we are able to reduce costs. The NJBPU regulates our public utility companies in New Jersey with respect to rates and charges for service, classification of accounts, awards of new service territory, acquisitions, financings and other matters. That means, for example, that we cannot raise the utility rates we charge to our customers without first filing a petition with the NJBPU and going through a lengthy administrative process. In much the same way, the DEPSC and the PAPUC regulate our public utility companies in Delaware and Pennsylvania, respectively. We cannot give assurance of when we will request approval for any such matter, nor can we predict whether these Utility Commissions will approve, deny or reduce the amount of such requests. Certain costs of doing business are not completely within our control. The failure to obtain any rate increase would prevent us from increasing our revenues and, unless we are able to reduce costs, would result in reduced earnings. General economic conditions may materially and adversely affect our financial condition and results of operations. Recent economic conditions have negatively impacted our customers’ water usage demands, particularly the level of water usage demand by our commercial and industrial customers in our Middlesex System. We are unable to determine when these customers’ water demands may return to previous levels, or if the decline in demand will continue indefinitely. If water demand by our commercial and industrial customers in our Middlesex System does not return to previous levels, our financial condition and results of operations could be negatively impacted. Recent economic conditions have also impacted the volume and pace of residential construction in our Delaware markets and in other states where developer-projects are in various stages of completion. The timing and extent of recovery of our engineering and other preliminary survey and investigation (PS&I) charges either from the construction of a project that yields customers or from reimbursements from a developer is dependent upon the timing and extent to which such projects may or may not be further developed or from our ability to collect amounts contractually owed to us. If it is determined that recovery is unlikely, the applicable PS&I costs will be charged against income in the period of determination. We are subject to environmental laws and regulations, including water quality and wastewater effluent quality regulations, as well as other state and local regulations. Compliance with those laws and regulations requires us to incur costs and we are subject to fines or other sanctions for non-compliance. Government Environmental Regulatory Agencies regulate our operations in New Jersey, Delaware and Pennsylvania with respect to water supply, treatment and distribution systems and the quality of water. Government Environmental Regulatory Agencies’ regulations relating to water quality require us to perform expanded types of testing to ensure that our water meets state and federal water quality requirements. We are subject to EPA regulations under the Federal Safe Drinking Water Act, which include the Lead and Copper Rule, the maximum contaminant levels established for various volatile organic compounds, the Federal Surface Water 10 Treatment Rule and the Total Coliform Rule. There are also similar NJDEP regulations for our New Jersey water systems. The NJDEP, DEDPH and PADEP monitor our activities and review the results of water quality tests that we perform for adherence to applicable regulations. In addition, Government Environmental Regulatory Agencies are continually reviewing regulations governing the limits of certain organic compounds found in the water as byproducts of treatment. We are also subject to regulations related to fire protection services in New Jersey and Delaware. In New Jersey there is no state-wide fire protection regulatory agency. However, New Jersey regulations exist as to the size of piping required regarding the provision of fire protection services. In Delaware, fire protection is regulated statewide by the Office of State Fire Marshal. The cost of compliance with the water and wastewater effluent quality standards depends in part on the limits set in the regulations and on the method selected to implement them. If new or more restrictive standards are imposed, the cost of compliance could be very high and have an adverse impact on our revenues and results of operations if we cannot recover those costs through our rates that we charge our customers. The cost of compliance with fire protection requirements could also be high and make us less profitable if we cannot recover those costs through our rates charged to our customers. In addition, if we fail to comply with environmental or other laws and regulations to which our business is subject, we could be fined or subject to other sanctions, which could adversely impact our business or results of operations. We depend upon our ability to raise money in the capital markets to finance some of the costs of complying with laws and regulations, including environmental laws and regulations or to pay for some of the costs of improvements to or the expansion of our utility system assets. Our regulated utility companies cannot issue debt or equity securities without regulatory approval. We require financing to fund the ongoing capital program for the improvement of our utility system assets and for planned expansion of those systems. We expect to spend approximately $73.0 million for capital projects through 2015. We must obtain regulatory approval to sell debt or equity securities to raise money for these projects. If sufficient capital is not available or the cost of capital is too high, or if the regulatory authorities deny a petition of ours to sell debt or equity securities, we may not be able to meet the costs of complying with environmental laws and regulations or the costs of improving and expanding our utility system assets to the level we believe necessary. This might result in the imposition of fines or restrictions on our operations and may curtail our ability to improve upon and expand our utility system assets. We rely on our information technology systems to help manage our operations. Our information technology systems require periodic modifications, upgrades and or replacement which subject us to costs and risks including potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate existing or new systems, and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have an adverse effect on our business and operations, if not anticipated and appropriately mitigated. We rely on our computer, information and communications technology systems in connection with the operation of our business, especially with respect to customer service and billing, accounting and, in some cases, the monitoring and operation of our facilities. Our computer and communications systems and operations could be damaged or interrupted by natural disasters, power loss and internet, telecommunications or data network failures or acts of war or terrorism or similar events or disruptions. Any of these or other events could cause system interruption, delays and loss of critical data or delay or prevent operations and adversely affect our financial results. 11 There have been an increasing number of cyber security incidents on companies around the world, which have caused operational failures or compromised sensitive corporate or customer data. Although we do not believe that our systems are at a materially greater risk of cyber security incidents than other similar organizations, such cyber security incidents may result in the loss or compromise of customer, financial or operational data, disruption of billing, collections or normal field service activities, disruption of electronic monitoring and control of operational systems and delays in financial reporting and other normal management functions. Possible impacts associated with a cyber security incident may include remediation costs related to lost, stolen, or compromised data, repairs to data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulation, including standards for drinking water, litigation and reputational damage. Weather conditions and overuse of underground aquifers may interfere with our sources of water, demand for water services and our ability to supply water to customers. Our ability to meet the existing and future water demands of our customers depends on an adequate supply of water. Unexpected conditions may interfere with our water supply sources. Drought and overuse of underground aquifers may limit the availability of ground and/or surface water. Freezing weather may also contribute to water transmission interruptions caused by pipe and/or main breakage. Any interruption in our water supply could cause a reduction in our revenue and profitability. These factors might adversely affect our ability to supply water in sufficient quantities to our customers. Governmental drought restrictions might result in decreased use of water services and can adversely affect our revenue and earnings. Our business is subject to seasonal fluctuations, which could affect demand for our water service and our revenues. Demand for our water during the warmer months is generally greater than during cooler months due primarily to additional consumption of water in connection with irrigation systems, swimming pools, cooling systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand may vary with temperature and rainfall levels. In the event that temperatures during the typically warmer months are cooler than normal, or if there is more rainfall than normal, the demand for our water may decrease and adversely affect our revenues. Our water sources may become contaminated by naturally-occurring or man-made compounds and events. This may cause disruption in services and impose costs to restore the water to required levels of quality. Our sources of water may become contaminated by naturally-occurring or man-made compounds and events. In the event that our water supply is contaminated, we may have to interrupt the use of that water supply until we are able to install treatment equipment or substitute the flow of water from an uncontaminated water source through our transmission and distribution systems. We may also incur significant costs in treating the contaminated water through the use of our current treatment facilities, or development of new treatment methods. Our inability to substitute water supply from an uncontaminated water source, or to adequately treat the contaminated water source in a cost-effective manner may reduce our revenues and make us less profitable. We face competition from other water and wastewater utilities and service providers which might hinder our growth and reduce our profitability. We face risks of competition from other utilities authorized by federal, state or local agencies. Once a state utility regulator grants a franchise to a utility to serve a specific territory, that utility effectively has an exclusive right to service that territory. Although a new franchise offers some protection against competitors, the pursuit of franchises is competitive, especially in Delaware, where new franchises may be awarded to utilities based upon competitive negotiation. Competing utilities have challenged, and may in the future challenge, our applications for new franchises. Also, third parties entering into long-term agreements to operate municipal systems might 12 adversely affect us and our long-term agreements to supply water on a contract basis to municipalities, which could adversely affect our operating results. We have a long-term contractual obligation for water and wastewater system operation and maintenance under which we may incur costs in excess of payments received. USA-PA operates and maintains the water and wastewater systems of Perth Amboy under a 20-year contract expiring in 2018. This contract does not protect us against incurring costs in excess of revenues we earn pursuant to the contract. There can be no absolute assurance that we will not experience losses resulting from this contract. Losses under this contract, or our failure or inability to perform, may have a material adverse effect on our financial condition and results of operations. An important element of our growth strategy is the acquisition of water and wastewater assets, operations, contracts or companies. Any pending or future acquisitions we decide to undertake may involve risks. The acquisition and/or operation of water and wastewater systems is an important element in our growth strategy. This strategy depends on identifying suitable opportunities and reaching mutually agreeable terms with acquisition candidates or contract partners. These negotiations, as well as the integration of acquired businesses, could require us to incur significant costs and cause diversion of our management’s time and resources. Further, acquisitions may result in dilution of our equity securities, incurrence of debt and contingent liabilities, fluctuations in quarterly results and other related expenses. In addition, the assets, operations, contracts or companies we acquire may not achieve the sales and profitability expected. The current concentration of our business in central New Jersey and Delaware makes us susceptible to any adverse development in local regulatory, economic, demographic, competitive and weather conditions. Our New Jersey water and wastewater businesses provide services to customers who are located primarily in eastern Middlesex County, New Jersey. Water service is provided under wholesale contracts to the Townships of Edison and Marlboro, the Boroughs of Highland Park and Sayreville, the Old Bridge Municipal Utilities Authority, and the City of Rahway in Union County, New Jersey. We also provide water and wastewater services to customers in the State of Delaware. Our revenues and operating results are therefore subject to local regulatory, economic, demographic, competitive and weather conditions in a relatively concentrated geographic area. A change in any of these conditions could make it more costly or difficult for us to conduct our business. In addition, any such change would have a disproportionate effect on us, compared to water utility companies that do not have such a geographic concentration. The necessity for ongoing security has and may continue to result in increased operating costs. Because of the continuing threats to the health and security of the United States of America, we employ procedures to review and modify, as necessary, security measures at our facilities. We provide ongoing training and communications to our employees about threats to our water supply and to their personal safety. Our security measures include protocols regarding delivery and handling of certain chemicals used in our business. We are at risk for terrorist attacks and have incurred, and will continue to incur, costs for security measures to protect our facilities, operations and supplies from such risks. Our ability to achieve growth in our market area is dependent on the residential building market. Housing starts impact our rate of growth and therefore, may not meet our expectations. We expect our revenues to increase from customer growth for our regulated water and wastewater operations as a result of anticipated construction and sale of new housing units. Although the residential building market in Delaware has experienced growth in recent years, this growth has slowed due to current economic conditions. If housing starts decline further, or do not increase as we have projected, as a result of economic conditions or otherwise, the timing and extent of our revenue growth may not meet our expectations, our deferred project costs may not produce revenue-generating projects in the timeframes anticipated and our financial results could be negatively impacted. 13 There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends. We have paid dividends on our common stock each year since 1912 and have increased the amount of dividends paid each year since 1973. Our earnings, financial condition, capital requirements, applicable regulations and other factors, including the timeliness and adequacy of rate increases, will determine both our ability to pay dividends on common stock and the amount of those dividends. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends. If we are unable to pay the principal and interest on our indebtedness as it comes due or we default under certain other provisions of our loan documents, our indebtedness could be accelerated and our results of operations and financial condition could be adversely affected. Our ability to pay the principal and interest on our indebtedness as it comes due will depend upon our current and future performance. Our performance is affected by many factors, some of which are beyond our control. We believe that our cash generated from operations, and, if necessary, borrowings under our existing credit facilities will be sufficient to enable us to make our debt payments as they become due. If, however, we do not generate sufficient cash, we may be required to refinance our obligations or sell additional equity, which may be on terms that are not as favorable to us. No assurance can be given that any refinancing or sale or equity will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our failure to comply with certain provisions contained in our trust indentures and loan agreements relating to our outstanding indebtedness could lead to a default under these documents, which could result in an acceleration of our indebtedness. We depend significantly on the services of the members of our senior management team, and the departure of any of those persons could cause our operating results to suffer. Our success depends significantly on the continued individual and collective contributions of our senior management team. If we lose the services of any member of our senior management or are unable to hire and retain experienced management personnel, our operating results could be negatively impacted. We are subject to anti-takeover measures that may be used by existing management to discourage, delay or prevent changes of control that might benefit non-management shareholders. Subsection 10A of the New Jersey Business Corporation Act, known as the New Jersey Shareholders Protection Act, applies to us. The Shareholders Protection Act deters merger proposals, tender offers or other attempts to effect changes in control that are not approved by our Board of Directors. In addition, we have a classified Board of Directors, which means only one-third of the Directors are elected each year. A classified Board can make it harder for an acquirer to gain control by voting its candidates onto the Board of Directors and may also deter merger proposals and tender offers. Our Board of Directors also has the ability, subject to obtaining NJBPU approval, to issue one or more series of preferred stock having such number of shares, designation, preferences, voting rights, limitations and other rights as the Board of Directors may fix. This could be used by the Board of Directors to discourage, delay or prevent an acquisition that the Board of Directors determines is not in the best interest of the common stockholders. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. 14 ITEM 2. PROPERTIES. Utility Plant The water utility plant in our systems consist of source of supply, pumping, water treatment, transmission and distribution, general facilities and all appurtenances, including all connecting pipes. The wastewater utility plant in our systems consist of pumping, treatment, collection mains, general facilities and all appurtenances, including all connecting pipes. Middlesex System The Middlesex System’s principal source of surface supply is the Delaware & Raritan Canal owned by the State of New Jersey and operated as a water resource by the New Jersey Water Supply Authority. Water is withdrawn from the Delaware & Raritan Canal at New Brunswick, New Jersey through our intake and pumping station, located on state-owned land bordering the canal. Water is transported through two raw water pipelines for treatment and distribution at our CJO Water Treatment Plant in Edison, New Jersey. The CJO Water Treatment Plant includes chemical storage and chemical feed equipment, two dual rapid mixing basins, four upflow clarifiers which are also called superpulsators, four underground reinforced chlorine contact tanks, twelve rapid filters containing gravel, sand and anthracite for water treatment and a steel washwater tank. The CJO Water Treatment Plant also includes a computerized Supervisory Control and Data Acquisitions system to monitor and control the CJO Water Treatment Plant and the water supply and distribution system in the Middlesex System. There is an on-site State certified laboratory capable of performing bacteriological, chemical, process control and advanced instrumental chemical sampling and analysis. The firm design capacity of the CJO Water Treatment Plant is 55 mgd (60 mgd maximum capacity). The five electric motor-driven, vertical turbine pumps presently installed have an aggregate capacity of 85 mgd. In addition, there is a 15 mgd auxiliary pumping station located at the CJO Water Treatment Plant location. It has a dedicated substation and emergency power supply provided by a diesel-driven generator. It pumps from the 10 million gallon distribution storage reservoir directly into the distribution system. The transmission and distribution system is comprised of 740 miles of mains and includes 23,200 feet of 48-inch reinforced concrete transmission main connecting the CJO Water Treatment Plant to our distribution pipe network and related storage facilities. Also included is a 58,600 foot transmission main and a 38,800 foot transmission main, augmented with a long-term, non-exclusive agreement with the East Brunswick system to transport water to several of our contract customers. The Middlesex System’s storage facilities consist of a 10 million gallon reservoir at the CJO Water Treatment Plant, 5 million gallon and 2 million gallon reservoirs in Edison (Grandview), a 5 million gallon reservoir in Carteret (Eborn) and a 2 million gallon reservoir at the Park Avenue Well Field. In New Jersey, we own the properties on which the Middlesex System’s 31 wells are located, the properties on which our storage tanks are located as well as the property where the CJO Water Treatment Plant is located. We also own our headquarters complex located at 1500 Ronson Road, Iselin, New Jersey, consisting of a 27,000 square foot office building and an adjacent 16,500 square foot maintenance facility. Tidewater System The Tidewater System is comprised of 83 production plants that vary in pumping capacity from 46,000 gallons per day to 1.0 mgd. Water is transported to our customers through 632 miles of transmission and distribution mains. Storage facilities include 48 tanks, with an aggregate capacity of 5.5 million gallons. Our Delaware operations are managed from Tidewater’s offices in Dover, Delaware. The Delaware office property, located on an eleven-acre parcel owned by White Marsh, consists of two office buildings totaling approximately 17,000 square feet. In addition, Tidewater maintains a field operations center servicing its largest service territory area in 15 Sussex County, Delaware. The operations center is located on a 2.9 acre parcel owned by White Marsh, and consists of one building totaling approximately 5,300 square feet. Pinelands System Pinelands Water owns well site and storage properties in Southampton Township, New Jersey. The Pinelands Water storage facility is a 1.2 million gallon standpipe. Water is transported to our customers through 18 miles of transmission and distribution mains. Pinelands Wastewater System Pinelands Wastewater owns a 12 acre site on which its 0.5 million gallons per day capacity tertiary treatment plant and connecting pipes are located. Its wastewater collection system is comprised of approximately 24 miles of sewer lines. Bayview System Bayview owns two well sites, which are located in Downe Township, Cumberland County, New Jersey. Water is transported to its customers through our 4.2 mile distribution system. TESI System The TESI System is comprised of seven wastewater treatment systems in Southern Delaware. The treatment plants provide clarification, sedimentation, and disinfection. The combined total capacity of the plants is 0.6 mgd. TESI’s wastewater collection system is comprised of approximately 36.9 miles of sewer lines. Twin Lakes System Twin Lakes owns two well sites, which are located in the Township of Shohola, Pike County, Pennsylvania. Water is transported to our customers through 3.7 miles of distribution mains. USA-PA, USA and White Marsh Our non-regulated subsidiaries, namely USA-PA, USA and White Marsh, do not own utility plant property. ITEM 3. LEGAL PROCEEDINGS. 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. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 16 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Company’s common stock is traded on the NASDAQ Stock Market, LLC, under the symbol MSEX. The following table shows the range of high and low share prices per share for the common stock and the dividend paid to shareholders in such quarter. As of December 31, 2012, there were 1,879 holders of record. 2012 Fourth Quarter Third Quarter Second Quarter First Quarter 2011 Fourth Quarter Third Quarter Second Quarter First Quarter High $19.59 $19.64 $19.00 $19.60 High $19.44 $19.19 $19.29 $19.31 Low $17.48 $18.40 $18.00 $18.04 Low $16.51 $16.54 $17.77 $17.35 Dividend $0.1875 $0.1850 $0.1850 $0.1850 Dividend $0.1850 $0.1825 $0.1825 $0.1825 The Company has paid dividends on its common stock each year since 1912. The payment of future dividends is contingent upon the future earnings of the Company, its financial condition and other factors deemed relevant by the Board of Directors at its discretion. If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company. In June 2010, the Company sold and issued 1.9 million shares of common stock in a public offering that was priced at $15.21 per share. The net proceeds of approximately $27.8 million were used to repay certain of the Company’s short-term debt outstanding. The Company periodically issues shares of common stock in connection with its Dividend Reinvestment and Common Stock Purchase Plan (the DRP). The Company raised approximately $1.6 million through the issuance of 0.1 million shares under the DRP during 2012. The Company has a stock compensation plan for certain management employees (the 2008 Restricted Stock Plan). The Company maintains an escrow account for 0.1 million awarded shares of the Company's common stock for the 2008 Restricted Stock Plan. 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 maximum number of shares authorized for grant under the 2008 Restricted Stock Plan is 0.3 million shares and 0.2 million shares remain available for future awards under the 2008 Restricted Stock Plan. The Company has a stock compensation plan for its outside directors (the Outside Director Stock Compensation Plan). In 2012, 5,768 shares of common stock were granted and issued to the Company’s outside directors under the Outside Director Stock Compensation Plan. The maximum number of shares authorized for grant under the Outside Director Stock Compensation Plan is 100,000. 87,429 shares remain available for future grants under the Outside Director Stock Compensation Plan. 17 Set forth below is a line graph comparing the yearly change in the cumulative total return (which includes reinvestment of dividends) of a $100 investment for the Company’s common stock, a peer group of investor- owned water utilities, and the Dow Jones Wilshire 5000 Stock Index for the period of five years commencing December 31, 2007. The Dow Jones Wilshire 5000 Stock Index measures the performance of all U.S. headquartered equity securities with readily available price data. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Middlesex Water Company, the Dow Jones Wilshire 5000 Index and a Peer Group* $140.00 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $0.00 Middlesex Water Company Dow Jones Wilshire 5000 Peer Group * * Peer group includes American States Water Company, Artesian Resources Corp., California Water Service Company, Connecticut Water Service, Inc., SJW Corp., York Water Company and Middlesex. The peer group has been modified to remove the following entities: Pennichuck Corp. (acquired); American Water Works, Inc. and Aqua America Inc. (substantial market capitalization). The remaining peer group members are more representative of similar size regulated water utilities. Middlesex Water Company Dow Jones Wilshire 5000 Peer Group 2007 100.00 100.00 100.00 2008 94.60 62.77 100.60 2009 101.41 80.53 96.16 2010 110.07 94.35 104.83 2011 116.44 95.27 106.18 2012 127.02 110.57 124.50 December 31, 18 ITEM 6. SELECTED FINANCIAL DATA. CONSOLIDATED SELECTED FINANCIAL DATA (Thousands Except per Share Data) Operating Revenues Operating Expenses: Operations and Maintenance Depreciation Other Taxes Total Operating Expenses Operating Income Other Income, Net Interest Charges Income Taxes Net Income Preferred Stock Dividend Earnings Applicable to Common Stock Earnings per Share: Basic Diluted Average Shares Outstanding: Basic Diluted Dividends Declared and Paid Total Assets Convertible Preferred Stock Long-term Debt 2012 110,379 $ 2011 102,069 $ 2010 102,735 $ 2009 91,243 $ 2008 91,038 $ 60,458 10,409 11,865 82,732 27,647 857 6,725 7,383 14,396 206 14,190 $ 56,634 9,746 11,488 77,868 24,201 2,149 6,376 6,527 13,447 206 13,241 $ 55,481 9,244 11,413 76,138 26,597 1,444 6,925 6,786 14,330 207 14,123 $ 52,348 8,559 10,175 71,082 20,161 1,726 6,750 5,160 9,977 208 9,769 $ 48,929 7,922 10,168 67,019 24,019 1,302 7,057 6,056 12,208 218 11,990 $ $ $ 0.90 0.90 $ $ 0.85 0.84 $ $ 0.96 0.96 $ $ 0.73 0.72 $ $ 0.90 0.89 15,733 15,995 0.743 561,726 2,273 131,467 $ $ $ $ 15,615 15,877 0.733 537,536 2,273 132,167 $ $ $ $ 14,654 14,916 0.723 489,185 2,273 133,844 $ $ $ $ 13,454 13,716 0.713 458,086 2,273 124,910 $ $ $ $ 13,317 13,615 0.703 440,000 2,273 118,217 $ $ $ $ ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. The following discussion of the Company’s historical results of operations and financial condition should be read in conjunction with the Company’s consolidated financial statements and related notes. Management’s Overview Operations 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 our subsidiaries. We are regulated as to rates charged to customers for water and wastewater services, as to the quality of water service we provide and as to certain other matters in New Jersey, Delaware and Pennsylvania. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated utilities. 19 Our New Jersey water utility system (the Middlesex System) provides water services to approximately 60,000 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 300,000. We also have an investment in a joint venture, Ridgewood Green RME, LLC, that is constructing, and will own and operate, facilities to optimize the production of electricity at the Village of Ridgewood, New Jersey wastewater treatment plant and other municipal facilities (full operation of the facilities is expected to begin in the second quarter of 2013). In partnership with our subsidiary, USA-PA, we operate the water supply system and wastewater system for the City of Perth Amboy, New Jersey (Perth Amboy). Our Bayview subsidiary provides water services in Downe Township, New Jersey. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), provide water and wastewater services to residents in Southampton Township, New Jersey. USA offers residential customers in New Jersey and Delaware water service line and sewer lateral maintenance programs (LineCare). USA entered into a marketing agreement (the Agreement), expiring in 2021, with HomeServe USA (HomeServe), a leading provider of home maintenance service programs to service, develop and grow USA’s LineCare customer base. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. On July 1, 2012, USA began service to the Borough of Avalon, New Jersey (Avalon) under a ten-year operations and maintenance contract for the Avalon water utility, sewer utility and storm water system. In addition to performing the day to day operations, USA is responsible for billing, collections, customer service, emergency responses and management of capital projects funded by Avalon. Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC (Southern Shores), provide water services to approximately 37,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 4,600 customers in Kent and Sussex Counties through various operations and maintenance contracts. Our Tidewater Environmental Services, Inc. (TESI) subsidiary provides wastewater services to approximately 2,400 residential retail customers in Kent and Sussex Counties, Delaware. We expect the growth of our regulated wastewater operations in Delaware will eventually become a more significant component of our operations. Our Pennsylvania subsidiary, Twin Lakes, provides water services to approximately 100 retail customers in the Township of Shohola, Pike County, Pennsylvania. The majority of our revenue is generated from retail customers in our regulated franchise areas and contract water services to municipalities adjacent to our regulated 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 after the last billing cycle. Fixed service charges are billed in advance by Tidewater and are recognized in revenue as the service is provided. Recent Developments Superstorm Sandy - During the last week of October 2012, our businesses, primarily in New Jersey, were impacted by Superstorm Sandy. The most significant impact was widespread power outages caused by the storm’s heavy winds and rain. Because all of our critical water and wastewater facilities are equipped with emergency power generators, we were able to maintain service to our customers during the storm, as well as in its aftermath. The storm did not have a material adverse impact on our results of operations, financial position or cash flows. Claims for damages and any associated losses have been submitted to our insurance carriers. We anticipate that claims which may not be covered by insurance are recoverable through the regulatory rate setting process. 20 Strategy Our strategy is focused on four key areas: • Serve as a trusted and continually-improving provider of safe, reliable and cost-effective water, wastewater and related services; • Provide a comprehensive suite of water and wastewater solutions in the continually-developing Delaware market that results in profitable growth; • Pursue profitable growth in our core states of New Jersey and Delaware, as well as additional states; and • Invest in products, services and other viable opportunities that complement our core competencies. Rates Middlesex - In July 2012, the New Jersey Board of Public Utilities (NJBPU) approved an $8.1 million increase in Middlesex’s annual base water rates. A base rate increase request of $11.3 million was filed in January 2012 seeking recovery of increased costs of operations, chemicals, fuel, electricity, taxes, labor and benefits and decreases in industrial and commercial customer demand patterns, as well as capital investment in utility plant. The new base rates are designed to generate sufficient revenue to recover these increased costs and offset the lower customer demands, as well as provide a return on invested capital in rate base of $202.4 million, based on a return on equity of 10.15%. The rate increase became effective on July 20, 2012. In November 2012, Middlesex filed a petition with the NJBPU seeking approval of foundational information (Foundational Filing) that would allow for the implementation of a Distribution System Improvement Charge (DSIC). A DSIC is a rate-mechanism that allows water utilities to recover investment in capital improvements to their water distribution system made between base rate proceedings. In February 2013, the Foundational Filing was approved by the NJBPU, which allows Middlesex to implement a DSIC rate in September 2013 to recover costs for qualifying projects that are placed in service in the six-month post-approval period. The DSIC rate is allowed to increase in three subsequent six month periods for any additional qualifying projects placed in service during those time periods. The maximum annual revenues allowed to be recovered under the approved Foundational Filing is $1.4 million. In September 2012, Middlesex filed an application with the NJBPU seeking permission to establish a Purchased Water Adjustment Clause (PWAC) and implement a tariff rate sufficient to recover increased costs of $0.1 million to purchase untreated water from the New Jersey Water Supply Authority and treated water from a non- affiliated regulated water utility. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. In March 2010, the NJBPU granted an increase in Middlesex’s annual operating revenues of 13.57%, or $7.8 million. The increase was necessitated by increased costs, as well as to provide a return on invested capital in rate base of $180.3 million based on a return on equity of 10.30%. Tidewater – In June 2012, the Delaware Public Service Commission (DEPSC) approved a $3.9 million increase in Tidewater’s annual base water rates. A base rate increase request of $6.9 million was filed in September 2011 seeking recovery of increased costs for operations, maintenance and taxes, as well as capital investment. Under DEPSC regulations, Tidewater had implemented interim rates in November 2011, which amounted to approximately $2.5 million on an annual basis. The new final base rates reflect the remaining $1.4 million and became effective June 19, 2012. Effective January 1, 2013, Tidewater implemented a DEPSC approved $0.1 million DSIC rate increase. TESI – In November 2012, TESI filed an application with the DEPSC seeking approval to purchase all of the utility assets of the 600 customer wastewater system serving the residents of the Plantations development (the 21 Plantations) in Rehoboth Beach, Delaware. The application also requests the transfer of the wastewater franchise from the current owner to TESI. In connection with this transaction, TESI also filed an application with DEPSC seeking an approximate $0.1 million increase in the Plantations’ residents base wastewater rates. The purchase, and subsequent operation, of the Plantation’s wastewater system is contingent, among other things, upon the DEPSC’s approval of both applications. We cannot predict whether the DEPSC will ultimately approve or deny the purchase and base rate increase. A decision by the DEPSC is not expected until the third quarter of 2013. In June 2012, the DEPSC approved a $0.6 million increase in TESI’s annual base wastewater rates, a portion of which is to be phased in through 2015. A base rate increase request of $0.8 million was filed in July 2011 seeking recovery of increased operation and maintenance costs, as well as capital investment. Under DEPSC regulations, TESI had implemented interim rates in September 2011, which amounted to approximately $0.1 million on an annual basis. The new final base rates became effective June 5, 2012. Pinelands – In August 2012, Pinelands Water and Pinelands Wastewater filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.2 million and $0.1 million per year, respectively. These requests were made as a result of capital investments as well as increased operations and maintenance costs for both companies. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. A decision by the NJBPU is not expected until the second quarter of 2013. Southern Shores – Effective June 1, 2011, the DEPSC approved a multi-year agreement for a phased-in base rate increase for Southern Shores. This increase was made as a result of capital investment in the upgrade and renovation of Southern Shores’ primary water treatment facilities, as well as by increased operating costs. Under the terms of the agreement, which expires in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes - The Pennsylvania Public Utilities Commission approved a $0.1 million, three-year phased-in base rate increase effective March 3, 2012. This increase was designed to recover capital investment in the upgrade and renovation of the Twin Lakes System, as well as increased operating costs. Outlook Revenues for 2013 are expected to be favorably impacted by the full year effect of approved 2012 base rate increases for Middlesex, Tidewater, TESI, Southern Shores and Twin Lakes. The Pinelands Water and Pinelands Wastewater base rate increase requests should also contribute to additional revenues in 2013 as well as the Tidewater DSIC and the Middlesex PWAC and DSIC. Both Middlesex and Tidewater believe it will be necessary to file for an increase in their base rates in 2013. The rate increases that Pinelands Water, Pinelands Wastewater, Tidewater and Middlesex filed, or expect to file, have not yet been approved by each company’s respective utility commission. There can be no assurances that the requested rate increases will be approved in whole or in part or when the final decisions will be rendered. Middlesex has received notification from the Borough of Sayreville, New Jersey (Sayreville), one of Middlesex's wholesale contract customers, that Sayreville will not be renewing its contract for the purchase of water from Middlesex. In accordance with the terms, this contract will remain in effect through August 12, 2013. Middlesex is exploring options with Sayreville for its ongoing emergency water supply requirements. Gross operating revenues from water sales to Sayreville amounted to $1.9 million in 2012. In addition, Hess Corporation (Hess), Middlesex's largest retail water customer, has announced it intends to cease its oil refining operations at its Port Reading, New Jersey facility as early as of the end of February 2013. Revenues from Hess amounted to $2.6 million in 2012. Revenue reductions from either of these customers may accelerate the need for Middlesex to file a base rate increase Petition with the NJBPU. Ongoing economic conditions continue to negatively impact our customers’ water consumption, particularly the level of water usage by our commercial and industrial customers in our Middlesex system. We are unable to determine when these customers’ water demands may fully return to previous levels, or if a reduced level of 22 demand will continue indefinitely. We were given appropriate recognition for a portion of this decrease in customer consumption in Middlesex’s March 2010 and July 2012 rate increases. Revenues and earnings are influenced by weather. Changes in usage patterns, as well as increases in capital expenditures and operating costs, are the primary factors in determining the need for rate increase requests. We continue to implement plans to streamline operations and reduce operating costs. As a result of ongoing challenging economic conditions impacting the pace of new residential home construction, there may be an increase in the amount of preliminary survey and investigation (PS&I) costs that will not be currently recoverable in rates. If it is determined that recovery is unlikely, the applicable PS&I costs will be charged against income in the period of determination. Improved performance in 2012 on our investment of retirement plan funds, partially offset by a lower discount rate, is expected to result in lower employee benefit plan expense and cash contributions in 2013. See Note 7 of the Notes to Consolidated Financial Statements for further discussion of Employee Benefit Plans. 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 from prior years. Operating Results by Segment The Company has two operating segments, Regulated and Non-Regulated. Our Regulated segment contributed approximately 89%, 90% and 90% of total revenues, and approximately 93%, 91% and 92% of net income for the years ended December 31, 2012, 2011 and 2010, respectively. 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 are comprised 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 in 2012 Compared to 2011 (Millions of Dollars) Years ended December 31, 2012 Non- Regulated Regulated Total Regulated 2011 Non- Regulated Total $97.8 50.1 10.2 11.6 $25.9 0.8 6.6 6.6 $13.5 $12.6 $110.4 60.5 10.4 11.9 $27.6 10.4 0.2 0.3 $1.7 0.1 0.1 0.8 $0.9 0.9 6.7 7.4 $14.4 $91.5 47.8 9.7 11.2 $22.8 1.2 6.3 5.5 $12.2 $10.6 $102.1 56.6 9.8 11.5 $24.2 8.8 0.1 0.3 $1.4 0.9 0.1 1.0 $1.2 2.1 6.4 6.5 $13.4 Revenues Operations and maintenance Depreciation Other taxes Operating income Other income, net Interest expense Income taxes Net income 23 Operating Revenues Operating revenues for the year ended December 31, 2012 increased $8.3 million from the same period in 2011. This increase was attributable to the following factors: • Middlesex System revenues increased $2.7 million, primarily due to: o Sales to general meter service customers increased by $2.1 million, primarily due to the July 2012 base water rate increase; and o Contract Sales to Municipalities increased by $0.6 million, primarily due to the July 2012 base water rate; • Tidewater System revenues increased $3.3 million, primarily due to interim and final rate increases that went into effect in November 2011 and June 2012, respectively, and increased connection fees; • USA’s revenues increased $1.5 million, primarily due to revenues earned under contracts to operate the Avalon water utility, sewer utility and storm water systems and the Sunoco Eagle Point Biological Wastewater Treatment Facility, both of which commenced in 2012; • USA-PA’s revenues increased $0.6 million, primarily from scheduled increases in the fixed fees paid under contract with Perth Amboy; • Revenues in Southern Shores, TESI and Twin Lakes collectively increased $0.3 million, primarily due to rate increases that went into effect in 2012; and • Revenues from all other subsidiaries decreased $0.1 million. Operation and Maintenance Expense Operation and maintenance expenses for the year ended December 31, 2012 increased $3.8 million from the same period in 2011. This increase was related to the following factors: • Employee benefit expenses increased $2.6 million due to changes in certain postretirement benefit plan actuarial assumptions, including a lower discount rate and revised plan participant mortality factors, as well as a lower actual return on assets held in our retirement plan funds; • Labor costs increased $0.6 million due to higher average labor rates, additional personnel hired for USA’s new contract operations serving Avalon and the Sunoco Eagle Point Biological Wastewater Treatment Facility and lower capitalized payroll. These increases were partially offset by a reduction of employee positions in our Delaware workforce and less overtime expended on emergency repairs; • Expenditures for start-up activities and billable additional services under USA’s new contract operations serving Avalon and the Sunoco Eagle Point Biological Wastewater Treatment Facility resulted in a $0.5 million increase; and • Operation and maintenance expenses for all other categories increased $0.1 million. Depreciation Depreciation expense for the year ended December 31, 2012 increased $0.7 million from the same period in 2011 due to a higher level of utility plant in service. Other Taxes Other taxes for the year ended December 31, 2012 increased $0.4 million from the same period in 2011, primarily due to increased revenue related taxes on higher revenues in our Middlesex system. Other Income, net Other Income, net for the year ended December 31, 2012 decreased $1.3 million from the same period in 2011, primarily due to a gain of $0.7 million recognized in the third quarter of 2011 resulting from the sale of USA’s LineCare contracts to HomeServe and lower Allowance for Funds Used During Construction, resulting from lower average construction work in progress balances. 24 Interest Charges Interest charges for the year ended December 31, 2012 increased $0.3 million from the same period in 2011, primarily due to higher average short and long term debt outstanding in 2012 as compared to 2011. Income Taxes Income taxes for the year ended December 31, 2012 increased $0.9 million from the same period in 2011, due to increased operating income in 2012 as compared to 2011. Net Income and Earnings Per Share Net income for the year ended December 31, 2012 increased $0.9 million from the same period in 2011. Basic and diluted earnings per share increased to $0.90 for the year ended December 31, 2012 as compared to $0.85 and $0.84, respectively for the year ended December 31, 2011. Results of Operations in 2011 Compared to 2010 (Millions of Dollars) Years ended December 31, 2011 Non- Regulated Regulated Total Regulated 2010 Non- Regulated Total $91.5 47.8 9.7 11.2 $22.8 1.2 6.3 5.5 $12.2 $10.6 $102.1 56.6 9.8 11.5 $24.2 8.8 0.1 0.3 $1.4 0.9 0.1 1.0 $1.2 2.1 6.4 6.5 $13.4 $92.0 47.0 9.1 11.1 $24.8 1.1 6.8 6.0 $13.1 $10.7 $102.7 55.5 9.2 11.4 $1.8 $26.6 8.5 0.1 0.3 0.3 0.1 0.8 1.4 6.9 6.8 $1.2 $14.3 Revenues Operations and maintenance Depreciation Other taxes Operating income Other income, net Interest expense Income taxes Net income Operating Revenues Operating revenues for the year ended December 31, 2011 decreased $0.6 million from the same period in 2010. This decrease was primarily related to the following factors: • Middlesex System revenues decreased $0.3 million, primarily due to the following: o Lower consumption by our residential and contract customers resulting from cooler temperatures and higher precipitation during the summer of 2011 as compared to 2010; o Decreased contract sales due to the ending of a temporary contract to supply water to the City of Perth Amboy in 2010; offset by o Increased sales to industrial customers; • Tidewater System revenues decreased $0.4 million, primarily due to the following: o Lower consumption attributable to similar unfavorable weather patterns experienced in the Middlesex System in 2011 as compared to 2010; o Lower connection fees resulting from a depressed housing market; offset by o Increased fixed service charges for new customers; • White Marsh’s revenues decreased $0.2 million primarily due to the expiration of a wastewater operations contract in August 2011; 25 • With the transfer of USA’s LineCare contracts to HomeServe, USA’s revenues decreased $0.2 million. USA now earns a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts; • Scheduled increases in the fixed fees paid under contract with Perth Amboy increased USA-PA’s revenues by $0.4 million; and • Southern Shores revenues increased $0.1 million due to the implementation of a June 2011 rate increase. Operation and Maintenance Expense Operation and maintenance expenses for the year ended December 31, 2011 increased $1.1 million from the same period in 2010. This increase was primarily related to the following factors: • Labor costs increased $0.3 million due to annual wage increases and lower capitalized labor; • Employee healthcare costs and postretirement benefit plan expenses increased $1.1 million; • Increased net costs of $0.3 million from the implementation of a company wide information technology platform; • Scheduled increases in subcontractor charges of $0.3 million at our USA-PA subsidiary; • Increased transportation charges of $0.1 million due to higher average gasoline prices; • Unfavorable weather resulted in lower consumption which decreased production costs by $0.5 million; • Decreased water main break costs of $0.6 million, as we experienced less severe, and a lower number of, main breaks in 2011 as compared to 2010; and • All other operating and maintenance expense categories increased $0.1 million. Depreciation Depreciation expense for the year ended December 31, 2011 increased $0.6 million from the same period in 2010 due to a higher level of utility plant in service. Other Taxes Other taxes for the year ended December 31, 2011 increased $0.1 million from the same period in 2010, primarily due to increased real estate taxes and higher payroll taxes on increased employee wages. Other Income, net Other Income, net for the year ended December 31, 2011 increased $0.7 million from the same period in 2010, primarily due to: • A gain of $0.7 million as a result of the sale of USA’s LineCare contracts to HomeServe; • Allowance for Funds Used During Construction was lower in 2011 compared to 2010 ($0.2 million) due to lower average construction work in progress balances; and • All additional Other Income increased $0.2 million. Interest Charges Interest charges for the year ended December 31, 2011 decreased $0.5 million from the same period in 2010, primarily due to the following: • Lower average short term debt outstanding and lower average interest rates in 2011 as compared to 2010; and • Lower average interest rates on long term debt outstanding in 2011 as compared to 2010. Income Taxes Income taxes for the year ended December 31, 2011 decreased $0.3 million from the same period in 2010, primarily due to lower pre-tax income. 26 Net Income and Earnings Per Share Net income for the year ended December 31, 2011 decreased $0.9 million from the same period in 2010. Basic and diluted earnings per share decreased to $0.85 and $0.84, respectively, for the year ended December 31, 2011 as compared to $0.96 for the year ended December 31, 2010. In addition to the effect of the decrease in net income, earnings per share also decreased from a higher number of average shares outstanding in 2011 due to the Company’s public offering of 1.9 million shares of common stock in June 2010. Liquidity and Capital Resources Cash flows from operations are largely based on four factors: weather, adequate and timely rate increases, effective cost management and customer growth. The effect of those factors on net income is discussed in the Results of Operations section above. For the year ended December 31, 2012, cash flows from operating activities increased $6.7 million to $29.6 million. Increased earnings, lower receivables and timing of certain income tax payments were the primary reasons for the increase in cash flow. The $29.6 million of net cash flow from operations enabled us to fund 100% of our utility plant expenditures internally for the period. For the year ended December 31, 2011, cash flows from operating activities decreased $2.7 million to $22.8 million. As described more fully in the Results of Operations section above, decreased earnings was the primary reason for the decrease in cash flow. The $22.8 million of net cash flow from operations enabled us to fund approximately 97% of our utility plant expenditures internally for the period. Increases in certain operating costs impact our liquidity and capital resources. Pinelands Water and Pinelands Wastewater both filed for rate increases during the third quarter of 2012. Both Middlesex and Tidewater anticipate filing for a rate increase in 2013. There can be no assurances however, that the respective Utility Commissions will approve the pending or anticipated rate increase requests in whole or in part or when the decisions will be rendered. We continually monitor the need for timely rate filing to minimize the lag between the time we experience increased operating and capital costs and the time we receive appropriate rate relief. Capital Expenditures and Commitments To fund our capital program, we use internally generated funds, short term and long term debt borrowings and, when market conditions are favorable, proceeds from sales of common stock under our dividend reinvestment program (DRP) and offerings to the public. The table below summarizes our estimated capital expenditures for the years 2013-2015. Distribution System Production System Computer Systems Other Total Estimated Capital Expenditures (Millions) 2013 2014 2015 14.3 5.5 1.7 1.2 22.7 $ 11.7 8.8 0.8 0.8 22.1 $ 14.7 11.7 1.0 0.8 28.2 $ 2013-2015 40.7 $ 26.0 3.5 2.8 73.0 $ Our estimated capital expenditures for the items listed above are primarily comprised of the following: • Distribution System-Projects associated with installation and relocation of water mains and service lines, construction of water storage tanks, installation and replacement of hydrants and meters and our RENEW Program, which is our initiative to clean and cement all unlined mains in the Middlesex System. In connection with our RENEW Program, we expect to annually spend $4.0 million in 2013, 2014 and 2015. • Production System-Projects associated with our water production and water treatment plants. • Computer Systems-Purchase of hardware and software. 27 • Other-Purchase of vehicles and other transportation equipment, tools, furniture, laboratory equipment, security requirements and other general infrastructure needs. The actual amount and timing of capital expenditures is dependent on customer growth, residential new home construction and sales and project scheduling. To pay for our capital program in 2013, we plan on utilizing: Internally generated funds; • • Proceeds from the sale of common stock through the DRP; • Funds available and held in trust under existing New Jersey State Revolving Fund (SRF) loans (currently, $1.5 million) and Delaware SRF loans (currently, $0.7 million) and, once the loan transaction is complete, proceeds from the 2013 New Jersey SRF program. SRF programs provide low cost financing for projects that meet certain water quality and system improvement benchmarks; • Short-term borrowings, if necessary, through $60.0 million of available lines of credit with several financial institutions. As of December 31, 2012, we had $28.0 million outstanding against the lines of credit. Sources of Liquidity Short-term Debt. The Company had established lines of credit aggregating $60.0 million throughout 2012. At December 31, 2012, the outstanding borrowings under these credit lines were $28.0 million at a weighted average interest rate of 1.40%. The weighted average daily amounts of borrowings outstanding under the Company’s credit lines and the weighted average interest rates on those amounts were $25.5 million and $20.7 million at 1.43% and 1.44% for the years ended December 31, 2012 and 2011, respectively. Long-term Debt. Subject to regulatory approval, the Company periodically finances capital projects under 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. We participated in the New Jersey SRF loan program during 2012 and expect to participate in the 2013 New Jersey SRF program for up $4.0 million, with an expected closing date in May 2013. In November 2012, Middlesex completed the transaction for the redemption and refinance of $57.5 million of First Mortgage Bonds (Bonds). The Bonds were originally issued in five separate transactions or series under the loan program of the New Jersey Economic Development Authority (NJEDA) and were replaced with three new series of Bonds designated as Series QQ, RR and SS totaling $55.4 million issued through the NJEDA, net of a $2.2 million issuance premium. The restricted proceeds of the new Bonds were used to redeem $51.5 million of the original Bonds in December 2012 and $6.0 million of the original Bonds in January 2013. The NJEDA does not guarantee the debt. The tax-exempt nature of the interest paid to bondholders remains in place. The transaction was designed to extend the maturity date and reduce the interest cost for the underlying debt. Annual debt service expenses are expected to decline by approximately $0.9 million. In May 2012, Middlesex borrowed $3.9 million through the New Jersey Environmental Infrastructure Trust under the New Jersey SRF loan program and issued Bonds designated as Series OO ($3.0 million) and Series PP ($0.9 million). The interest rate on the Series OO Bonds is zero and the interest rate on the Series PP Bonds ranges from 2.0% to 5.0% depending on the serial maturity date. The final maturity date for the Bonds is August 1, 2031. Proceeds may only be used for the Middlesex 2012 RENEW Program. In December 2010, Middlesex issued $4.0 million of first mortgage bonds through the New Jersey Environmental Infrastructure Trust under the New Jersey SRF program. The Company closed on the first mortgage bonds designated as Series MM and NN in December 2010. Proceeds may only be used for the Middlesex 2011 RENEW Program. 28 In March 2011, Tidewater closed on a $2.8 million loan with the Delaware SRF program which allows, but does not obligate, Tidewater to draw against a General Obligation Note for a specific project. The interest rate on any draw will be set at 3.75% with a final maturity of July 1, 2031 on the amount actually borrowed. As of December 31, 2012, Tidewater has borrowed $2.7 million against this loan and does not anticipate any future borrowings under this loan. In March 2011, Southern Shores closed on a $1.6 million loan with the Delaware SRF program, which allows, but does not obligate, Southern Shores to draw against a General Obligation Note for a specific project. The interest rate on any draw will be set at 3.75% with a final maturity of November 30, 2030 on the amount actually borrowed. As of December 31, 2012, Southern Shores has borrowed $1.4 million against this loan and does not anticipate any future borrowings under this loan. Substantially all of the Utility Plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions. Common Stock. In June 2010, the Company sold and issued 1.9 million shares of common stock in a public offering that was priced at $15.21 per share. The net proceeds of approximately $27.8 million were used to repay certain of the Company’s short-term debt outstanding. The Company periodically issues shares of common stock in connection with its DRP. The Company raised $1.6 million through the issuance of 0.1 million shares under the DRP during 2012. Contractual Obligations In the course of normal business activities, the Company enters into a variety of contractual obligations and commercial commitments. Some of these items result in direct obligations on the Company’s balance sheet while others are commitments, some firm and some based on uncertainties, which are disclosed in the Company’s other underlying consolidated financial statements. The table below presents our known contractual obligations for the periods specified as of December 31, 2012. Payment Due by Period (Millions of Dollars) Less than 1 Year 2-3 Years 4-5 Years Total More than 5 Years Long-term Debt* Notes Payable Interest on Long-term Debt Purchased Water Contracts Wastewater Operations Total $ 10.9 $ 10.5 $ 140.4 $ 11.1 28.0 5.4 90.3 5.4 36.2 31.9 5.0 $ 326.8 $ 54.9 $ 107.9 28.0 - - - 64.0 14.5 5.5 $ 191.9 10.9 10.9 10.4 $ 42.7 10.0 5.4 11.0 $ 37.3 *Does not include Premium on Long-term Debt The table above does not reflect any anticipated cash payments for postretirement benefit plan obligations. The effect on the timing and amount of these payments resulting from potential changes in actuarial assumptions and returns on plan assets cannot be estimated. In 2012, the Company contributed $7.6 million to its postretirement benefit plans and expects to contribute a similar amount in 2013. 29 Critical Accounting Policies and Estimates The application of accounting policies and standards often requires the use of estimates, assumptions and judgments. The Company regularly evaluates these estimates, assumptions and judgments, including those related to the calculation of pension and postretirement benefits, unbilled revenues, and the recoverability of certain assets, including regulatory assets. The Company bases its estimates, assumptions and judgments on historical experience and current operating environment. Changes in any of the variables that are used for the Company’s estimates, assumptions and judgments may lead to significantly different financial statement results. Our critical accounting policies are set forth below. Regulatory Accounting We maintain our books and records in accordance with accounting principles generally accepted in the United States of America. Middlesex and certain of its subsidiaries, which account for approximately 89% of Operating Revenues and 98% of Total Assets, are subject to regulation in the states in which they operate. Those companies are required to maintain their accounts in accordance with regulatory authorities’ rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance in the Financial Accounting Standards Board Accounting Standards Codification Topic 980 Regulated Operations (Regulatory Accounting). In accordance with Regulatory Accounting, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate- making treatment will require us to change the accounting treatment of the deferred item. We have no reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. Revenues Revenues from metered customers include amounts billed on a cycle basis and unbilled amounts estimated from the last meter reading date to the end of the accounting period. The estimated unbilled amounts are determined by utilizing factors which may include historical consumption usage, current weather patterns and economic conditions. Differences between estimated revenues and actual billings are recorded in a subsequent period. Revenues from unmetered customers are billed at a fixed tariff rate in advance at the beginning of each service period and are recognized in revenue ratably over the service period. Revenues from the Perth Amboy management contract are comprised of fixed and variable fees. Fixed fees, which have been set for the life of the contract, are billed monthly and recorded as earned. Variable fees, which are based on billings and other factors, are recorded upon approval of the amount by Perth Amboy. The variable fees are not a material component of the management contract. Postretirement Benefit Plans The costs for providing postretirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Future postretirement benefit plan obligations and expense will depend on future investment performance, changes in future discount rates and various other demographic factors related to the population participating in the Company’s postretirement benefit plans, all of which can change significantly in future years. We maintain a noncontributory defined benefit pension plan (Pension Plan) which covers all currently active employees who were hired prior to March 31, 2007. In addition, the Company maintains an unfunded supplemental plan for its executive officers. 30 The Company has a postretirement benefit plan other than pensions (Other Benefits Plan) for substantially all of its retired employees. Employees hired after March 31, 2007 are not eligible to participate in the Other Benefits Plan. Coverage includes healthcare and life insurance. The allocation by asset category of postretirement benefit plan assets at December 31, 2012 and 2011 is as follows: Asset Category Equity Securities Debt Securities Cash Commodities Total Pension Plan 2012 60.9% 32.9% 6.0% 0.2% 100.0% 2011 61.6% 31.3% 6.9% 0.2% 100.0% Other Benefits Plan 2012 40.3% 53.0% 5.9% 0.8% 100.0% 2011 Target 37.0% 60% 38% 57.8% 2% 4.6% 0.6% 0% 100.0% Range 30-65% 25-70% 0-10% 0% The discount rate, compensation increase rate and long-term rate of return utilized for determining our postretirement benefit plans’ future obligations as of December 31, 2012 are as follows: Pension Plan Other Benefits Plan Discount Rate Compensation Increase Long-term Rate of Return 3.99% 3.00% 7.50% 3.99% 3.00% 7.50% For the 2012 valuation, costs and obligations for our Other Benefits Plan assumed a 9.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2013 with a decline of 1.0% per year for 2014-2016 and 0.5% per year for 2017-2018, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5% by year 2018. The following is a sensitivity analysis for certain actuarial assumptions used in determining projected benefit obligations (PBO) and expenses for our postretirement benefit plans: Pension Plan Actuarial Assumptions Discount Rate 1% Increase Discount Rate 1% Decrease Other Benefits Plan Actuarial Assumptions Discount Rate 1% Increase Discount Rate 1% Decrease Healthcare Cost Trend Rate 1% Increase Healthcare Cost Trend Rate 1% Decrease Estimated Increase/ (Decrease) on PBO (000s) Estimated Increase/ (Decrease) on Expense (000s) $ (9,140) $ (864) 11,662 1,059 Estimated Increase/ (Decrease) on PBO (000s) Estimated Increase/ (Decrease) on Expense (000s) $ (8,389) $ (869) 10,997 1,103 9,560 1,450 (7,477) (1,120) 31 The discount rates used at our December 31 measurement date for determining future postretirement benefit plans’ obligations and costs are determined based on market rates for long-term, high-quality corporate bonds specific to our Pension Plan and Other Benefits Plan’s asset allocation. The expected long-term rate of return for Pension Plan and Other Benefits Plan assets is determined based on historical returns and our asset allocation. Recent Accounting Standards See Note 1(q) of the Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements. 32 ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK. We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2018 to 2047. Over the next twelve months, approximately $11.1 million of the current portion of 37 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 through 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 postretirement benefit plan assets are exposed to the market prices of debt and equity securities. Changes to the Company's postretirement benefit plan assets’ value can impact the Company's postretirement benefit plan expense, funded status and future minimum funding requirements. Our risk is reduced through our ability to recover postretirement benefit plan costs through rates. 33 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Middlesex Water Company We have audited the accompanying consolidated balance sheets and consolidated statements of capital stock and long-term debt of Middlesex Water Company (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income, common stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Middlesex Water Company as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Middlesex Water Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 2013 expressed an unqualified opinion. Reading, Pennsylvania March 7, 2013 /s/ ParenteBeard LLC 34 MIDDLESEX WATER COMPANY CONSOLIDATED BALANCE SHEETS (In thousands) ASSETS UTILITY PLANT: CURRENT ASSETS: DEFERRED CHARGES AND OTHER ASSETS: Water Production Transmission and Distribution General Construction Work in Progress TOTAL Less Accumulated Depreciation UTILITY PLANT - NET Cash and Cash Equivalents Accounts Receivable, net Unbilled Revenues Materials and Supplies (at average cost) Prepayments TOTAL CURRENT ASSETS Unamortized Debt Expense Preliminary Survey and Investigation Charges Regulatory Assets Operations Contracts, Developer and Other Receivables Restricted Cash Non-utility Assets - Net Other TOTAL DEFERRED CHARGES AND OTHER ASSETS TOTAL ASSETS CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common Stock, No Par Value Retained Earnings TOTAL COMMON EQUITY Preferred Stock Long-term Debt TOTAL CAPITALIZATION CURRENT LIABILITIES: Current Portion of Long-term Debt Notes Payable Accounts Payable Accrued Taxes Accrued Interest Unearned Revenues and Advanced Service Fees Other TOTAL CURRENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES (Note 4) DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated Deferred Investment Tax Credits Customer Advances for Construction Accumulated Deferred Income Taxes Employee Benefit Plans Regulatory Liability - Cost of Utility Plant Removal Other TOTAL DEFERRED CREDITS AND OTHER LIABILITIES December 31, December 31, 2012 $ 129,840 343,074 54,830 7,834 535,578 100,360 435,218 2011 $ 127,827 326,629 47,519 12,575 514,550 92,351 422,199 3,025 12,447 5,483 1,403 2,255 24,613 3,606 5,117 72,831 1,692 9,019 9,182 448 101,895 561,726 $ 3,106 11,280 4,842 2,023 1,622 22,873 2,611 5,179 67,302 5,300 3,260 8,182 630 92,464 537,536 $ $ 143,572 38,060 181,632 3,353 131,467 316,452 $ 141,432 35,549 176,981 3,353 132,167 312,501 11,130 27,950 3,808 9,266 955 756 2,067 55,932 21,990 1,068 41,776 54,768 8,811 973 129,386 4,569 24,250 5,706 7,847 1,628 734 1,953 46,687 21,944 1,146 37,022 51,006 8,029 995 120,142 CONTRIBUTIONS IN AID OF CONSTRUCTION TOTAL CAPITALIZATION AND LIABILITIES $ 59,956 561,726 58,206 537,536 $ See Notes to Consolidated Financial Statements. 35 MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share amounts) Operating Revenues Operating Expenses: Operations and Maintenance Depreciation Other Taxes Total Operating Expenses Operating Income Other Income (Expense): Allowance for Funds Used During Construction Other Income Other Expense Total Other Income, net Interest Charges Years Ended December 31, 2011 2010 2012 $ 110,379 $ 102,069 $ 102,735 60,458 10,409 11,865 82,732 27,647 484 517 (144) 857 6,725 56,634 9,746 11,488 55,481 9,244 11,413 77,868 76,138 24,201 26,597 821 1,523 (195) 2,149 6,376 970 912 (438) 1,444 6,925 Income before Income Taxes 21,779 19,974 21,116 Income Taxes Net Income 7,383 6,527 6,786 14,396 13,447 14,330 Preferred Stock Dividend Requirements 206 206 207 Earnings Applicable to Common Stock $ 14,190 $ 13,241 $ 14,123 Earnings per share of Common Stock: Basic Diluted Average Number of Common Shares Outstanding : Basic Diluted $ $ 0.90 0.90 $ $ 0.85 0.84 $ $ 0.96 0.96 15,733 15,995 15,615 15,877 14,654 14,916 Cash Dividends Paid per Common Share $ 0.743 $ 0.733 $ 0.723 See Notes to Consolidated Financial Statements. 36 MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization Provision for Deferred Income Taxes and ITC Equity Portion of AFUDC Cash Surrender Value of Life Insurance Stock Compensation Expense Changes in Assets and Liabilities: Accounts Receivable Unbilled Revenues Materials & Supplies Prepayments Accounts Payable Accrued Taxes Accrued Interest Employee Benefit Plans Unearned Revenue & Advanced Service Fees Other Assets and Liabilities NET CASH PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES: Utility Plant Expenditures, Including AFUDC of $175 in 2012, $299 in 2011 and $359 in 2010 Restricted Cash Investment in Joint Venture NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES: Redemption of Long-term Debt Proceeds from Issuance of Long-term Debt Net Short-term Bank Borrowings Deferred Debt Issuance Expense Premium on Long-term Debt Restricted Cash Common Stock Issuance Expense Repurchase of Preferred Stock Proceeds from Issuance of Common Stock Payment of Common Dividends Payment of Preferred Dividends Construction Advances and Contributions-Net Years Ended December 31, 2012 2011 2010 $ 14,396 $ 13,447 $ 14,330 11,232 3,959 (309) (151) 553 2,441 (641) 620 (633) (1,898) 1,419 (673) 270 22 (1,035) 29,572 (21,578) 464 (1,200) (22,314) (56,725) 60,350 3,700 (1,160) 2,236 (6,223) - - 1,587 (11,679) (206) 781 10,432 2,098 (523) (92) 394 (28) (90) 173 (221) (697) (905) 30 (1,591) (130) 539 9,958 630 (611) 104 323 (2,222) (328) (578) (292) 2,055 3,066 (263) (1,904) 3 1,294 22,836 25,565 (23,562) 3,796 (300) (20,066) (4,427) 3,447 7,250 (37) - - (9) 1,504 (11,437) (206) 1,798 (29,604) (1,790) - (31,394) (4,314) 13,970 (25,850) (25) - (133) (11) 29,845 (10,510) (207) 1,239 NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES NET CHANGES IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD (7,339) (81) 3,106 3,025 $ (2,117) 653 2,453 3,106 $ 4,004 (1,825) 4,278 2,453 $ SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: Utility Plant received as Construction Advances and Contributions Long-term Debt Deobligation $ $ 1,015 255 $ $ 7,393 560 $ 2,043 $ - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash Paid During the Year for: Interest Interest Capitalized Income Taxes See Notes to Consolidated Financial Statements. 37 $ $ $ 7,537 175 2,349 $ $ $ 6,336 299 4,733 $ $ $ 7,155 359 4,617 MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT (In thousands) Common Stock, No Par Value Shares Authorized - Shares Outstanding - 2012 - 15,795 2011 - 15,682 40,000 Retained Earnings TOTAL COMMON EQUITY Cumulative Preferred Stock, No Par Value: Shares Authorized - Shares Outstanding - 134 32 Convertible: Shares Outstanding, $7.00 Series - 14 Shares Outstanding, $8.00 Series - 7 Nonredeemable: Shares Outstanding, $7.00 Series - 1 Shares Outstanding, $4.75 Series - 10 TOTAL PREFERRED STOCK Long-term Debt: 8.05%, Amortizing Secured Note, due December 20, 2021 6.25%, Amortizing Secured Note, due May 19, 2028 6.44%, Amortizing Secured Note, due August 25, 2030 6.46%, Amortizing Secured Note, due September 19, 2031 4.22%, State Revolving Trust Note, due December 31, 2022 3.30% to 3.60%, State Revolving Trust Note, due May 1, 2025 3.49%, State Revolving Trust Note, due January 25, 2027 4.03%, State Revolving Trust Note, due December 1, 2026 4.00% to 5.00%, State Revolving Trust Bond, due August 1, 2021 0.00%, State Revolving Fund Bond, due August 1, 2021 3.64%, State Revolving Trust Note, due July 1, 2028 3.64%, State Revolving Trust Note, due January 1, 2028 3.45%, State Revolving Trust Note, due August 1, 2031 6.59%, Amortizing Secured Note, due April 20, 2029 7.05%, Amortizing Secured Note, due January 20, 2030 5.69%, Amortizing Secured Note, due January 20, 2030 3.75%, State Revolving Trust Note, due July 1, 2031 3.75%, State Revolving Trust Note, due November 30, 2030 First Mortgage Bonds: 5.20%, Series S, due October 1, 2022 5.25%, Series T, due October 1, 2023 5.25%, Series V, due February 1, 2029 5.35%, Series W, due February 1, 2038 0.00%, Series X, due September 1, 2018 4.25% to 4.63%, Series Y, due September 1, 2018 0.00%, Series Z, due September 1, 2019 5.25% to 5.75%, Series AA, due September 1, 2019 0.00%, Series BB, due September 1, 2021 4.00% to 5.00%, Series CC, due September 1, 2021 5.10%, Series DD, due January 1, 2032 0.00%, Series EE, due August 1, 2023 3.00% to 5.50%, Series FF, due August 1, 2024 0.00%, Series GG, due August 1, 2026 4.00% to 5.00%, Series HH, due August 1, 2026 0.00%, Series II, due August 1, 2024 3.40% to 5.00%, Series JJ, due August 1, 2027 0.00%, Series KK, due August 1, 2028 5.00% to 5.50%, Series LL, due August 1, 2028 0.00%, Series MM, due August 1, 2030 3.00% to 4.375%, Series NN, due August 1, 2030 0.00%, Series OO, due August 1, 2031 2.00% to 5.00%, Series PP, due August 1, 2031 5.00%, Series QQ, due October 1, 2023 3.80%, Series RR, due October 1, 2038 4.25%, Series SS, due October 1, 2047 SUBTOTAL LONG-TERM DEBT Add: Premium on Long Term Debt Less: Current Portion of Long-term Debt TOTAL LONG-TERM DEBT See Notes to Consolidated Financial Statements. 38 December 31, 2012 December 31, 2011 $ 143,572 $ 141,432 38,060 181,632 $ 35,549 176,981 $ 1,457 816 1,457 816 80 1,000 3,353 $ 80 1,000 3,353 $ $ 2,169 6,475 4,947 5,227 506 3,413 602 784 388 320 347 116 397 5,697 4,271 8,761 2,615 1,388 $ 2,319 6,895 5,227 5,507 546 3,623 633 825 434 359 364 122 39 6,046 4,521 9,273 2,021 1,404 - - - - 322 355 782 955 1,085 1,275 6,000 4,386 5,755 1,262 1,560 1,060 1,235 1,435 1,570 1,801 1,910 2,860 915 9,915 22,500 23,000 140,361 2,236 (11,130) 131,467 $ 12,000 6,500 10,000 23,000 375 410 894 1,080 1,206 1,400 6,000 4,804 6,160 1,352 1,640 1,150 1,560 1,526 1,635 1,901 1,985 - - - - - 136,736 - (4,569) 132,167 $ MIDDLESEX WATER COMPANY CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (In thousands) Common Stock Shares Common Stock Amount Retained Earnings Total Balance at January 1, 2010 13,519 $ 109,366 $ 30,265 $ 139,631 Net Income Dividend Reinvestment & Common Stock Purchase Plan Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Issuance of Common Stock Cash Dividends on Common Stock Cash Dividends on Preferred Stock Common Stock Expenses Balance at December 31, 2010 Net Income Dividend Reinvestment & Common Stock Purchase Plan Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Cash Dividends on Common Stock Cash Dividends on Preferred Stock 116 14 2 1,915 1,917 299 24 27,928 15,566 $ 139,534 82 30 4 1,504 323 71 Balance at December 31, 2011 15,682 $ 141,432 Net Income Dividend Reinvestment & Common Stock Purchase Plan Restricted Stock Award, Net - Employees Stock Award - Board Of Directors Cash Dividends on Common Stock Cash Dividends on Preferred Stock 86 21 6 1,587 448 105 Balance at December 31, 2012 15,795 143,572 See Notes to Consolidated Financial Statements. 14,330 14,330 1,917 299 24 27,928 (10,510) (207) (133) 173,279 $ (10,510) (207) (133) 33,745 $ 13,447 13,447 1,504 323 71 (11,437) (206) 176,981 $ (11,437) (206) 35,549 $ 14,396 14,396 1,587 448 105 (11,679) (206) 181,632 (11,679) (206) 38,060 39 MIDDLESEX WATER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments (a) Organization - Middlesex Water Company (Middlesex) 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. Middlesex Water Company has operated as a water utility in New Jersey since 1897, in Delaware, through our wholly-owned subsidiary, Tidewater, since 1992 and in Pennsylvania, through our wholly-owned subsidiary, Twin Lakes, since 2009. We are in the business of collecting, treating, distributing and selling water for domestic, commercial, municipal, industrial and fire protection purposes. We also operate New Jersey municipal water, wastewater and storm water systems under contract and provide wastewater services in New Jersey and Delaware through our subsidiaries. We also have an investment in a joint venture, Ridgewood Green RME, LLC, that is constructing, and will own and operate facilities, to optimize the production of electricity at the Village of Ridgewood, New Jersey wastewater treatment plant and other municipal facilities (full operation of the facilities is expected to begin in the second quarter of 2013). Our rates charged to customers for water and wastewater services, the quality of services we provide and certain other matters are regulated in New Jersey, Delaware and Pennsylvania by the New Jersey Board of Public Utilities (NJBPU), Delaware Public Service Commission (DEPSC) and Pennsylvania Public Utilities Commission (PAPUC), respectively. Our USA, USA-PA and White Marsh subsidiaries are not regulated utilities. Certain reclassifications have been made to the prior year financial statements to conform with current period presentation. (b) Principles of Consolidation – 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. Other financial investments in which the Company holds a 50% or less voting interest and cannot exercise control over the operation and policies of the investments are accounted for under the equity method of accounting. Under the equity method of accounting, the Company records its investment interests in Non Utility Assets and its percentage share of the earnings or losses of the investees in Other Income (Expense). (c) System of Accounts – Middlesex, Pinelands Water and Pinelands Wastewater maintain their accounts in accordance with the Uniform System of Accounts prescribed by the NJBPU. Tidewater, TESI and Southern Shores maintain their accounts in accordance with DEPSC requirements. Twin Lakes maintains its accounts in accordance with PAPUC requirements. (d) Regulatory Accounting - We maintain our books and records in accordance with accounting principles generally accepted in the United States of America. Middlesex and certain of its subsidiaries, which account for 89% of Operating Revenues and 98% of Total Assets, are subject to regulation in the state in which they operate. Those companies are required to maintain their accounts in accordance with regulatory authorities’ rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance provided in Accounting Standards Codification (ASC) 980, Regulated Operations. In accordance with ASC 980, Regulated Operations, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate-making treatment will require us to change the accounting treatment of the deferred item. We have no 40 reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. For additional information, see Note 2 – Rate and Regulatory Matters. (e) Postretirement Benefit Plans - We maintain a noncontributory defined benefit pension plan (Pension Plan) which covers substantially all active employees who were hired prior to March 31, 2007. In addition, the Company maintains an unfunded supplemental plan for its executive officers. The Company has a postretirement benefit plan other than pensions (Other Benefits Plan) 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. The Company’s costs for providing postretirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Postretirement benefit plan obligations and expense are determined based on investment performance, discount rates and various other demographic factors related to the population participating in the Company’s postretirement benefit plans, all of which can change significantly in future years. For more information on the Company’s Postretirement Benefit Plans, see Note 7 – Employee Benefit Plans. (f) Utility Plant – Utility Plant is stated at original cost as defined for regulatory purposes. Property accounts are charged with the cost of betterments and major replacements of property. Cost includes direct material, labor and indirect charges for pension benefits and payroll taxes. The cost of labor, materials, supervision and other expenses incurred in making repairs and minor replacements and in maintaining the properties is charged to the appropriate expense accounts. At December 31, 2012, there was no event or change in circumstance that would indicate that the carrying amount of any long-lived asset was not recoverable. (g) Depreciation – Depreciation is computed by each regulated member of the Company utilizing a rate approved by the applicable regulatory authority. The Accumulated Provision for Depreciation is charged with the cost of property retired, less salvage. The following table sets forth the range of depreciation rates for the major utility plant categories used to calculate depreciation for the years ended December 31, 2012, 2011 and 2010. These rates have been approved by the NJBPU, DEPSC or PAPUC: Source of Supply 1.15% - 3.44% Pumping 2.87% - 5.39% Water Treatment 1.65% - 7.09% 2.08% - 17.84% General Plant Transmission and Distribution (T&D): 1.10% - 3.13% T&D – Mains 2.12% - 3.16% T&D – Services 1.61% - 4.63% T&D – Other Non-regulated fixed assets consist primarily of office buildings, furniture and fixtures, and transportation equipment. These assets are recorded at original cost and depreciation is calculated based on the estimated useful lives, ranging from 3 to 40 years. (h) Preliminary Survey and Investigation (PS&I) Costs – In the design of water and wastewater systems that the Company ultimately intends to construct, own and operate certain expenditures are incurred to advance those project activities. These PS&I costs are recorded as deferred charges on the balance sheet because these costs are expected to be recovered through future rates charged to customers as the underlying projects are placed into service as utility plant. If it is subsequently determined that costs for a project recorded as PS&I are not recoverable through rates charged to our customers, the applicable PS&I costs are recorded as a charge to the income statement at that time. (i) Customers’ Advances for Construction (CAC) – Water utility plant and/or cash advances are contributed to the Company by customers, real estate developers and builders in order to extend water service to their properties. These contributions are recorded as CAC. Refunds on these advances are made by the Company in accordance with agreements with the contributing party and are based on either additional operating revenues related to the utility plant or as new customers are connected to and take service from the utility plant. After all refunds are 41 made and/or contract terms have expired, any remaining balance is transferred to Contributions in Aid of Construction. Contributions in Aid of Construction (CIAC) – CIAC include direct non-refundable contributions of water utility plant and/or cash and the portion of CAC that becomes non-refundable. CAC and CIAC are not depreciated in accordance with regulatory requirements. In addition, these amounts reduce the investment base for purposes of setting rates. (j) Allowance for Funds Used During Construction (AFUDC) - Middlesex and its regulated subsidiaries capitalize AFUDC, which represents the cost of financing projects during construction. AFUDC is added to the construction costs of individual projects exceeding specific cost and construction period thresholds established for each company and then depreciated along with the rest of the utility plant’s costs over its estimated useful life. AFUDC is calculated using each company’s weighted cost of debt and equity as approved in their most recent respective regulatory rate order. The AFUDC rates for the years ended December 31, 2012, 2011 and 2010 for Middlesex and Tidewater are as follows: Middlesex Tidewater 2012 7.34% 7.91% 2011 7.54% 8.24% 2010 7.54% 8.24% (k) Accounts Receivable – We record bad debt expense based on historical write-offs combined with an evaluation of current conditions. The allowance for doubtful accounts was $0.8 million and $0.6 million at December 31, 2012 and 2011, respectively. Bad debt expense for the years ended December 31, 2012, 2011 and 2010 was $0.7 million, $0.7 million, $0.6 million, respectively. Receivables not expected to be received in 2013 are included as non-current assets in Operations Contracts, Developer and Other Receivables. (l) Revenues - General metered customer’s bills for regulated water service are typically comprised of two components; a fixed service charge and a volumetric or consumption charge. Revenues from general metered service water customers, except Tidewater fixed service charges, include amounts billed in arrears on a cycle basis and unbilled amounts estimated from the last meter reading date to the end of the accounting period. The estimated unbilled amounts are determined by utilizing factors which include historical consumption usage and current climate and economic conditions. Actual billings may differ from our estimates. Tidewater customers are billed in advance for their fixed service charge and these revenues are recognized as the service is provided to the customer. Southern Shores is an unmetered system. Customers are billed a fixed service charge in advance at the beginning of each month and revenues are recognized as earned. Revenues from the City of Perth Amboy management contract are comprised of fixed and variable fees. Fixed fees, which have been set for the life of the contract, are billed monthly and recorded as earned. Variable fees, which are not significant, are recorded upon approval of the amount by the City of Perth Amboy. (m) Deferred Charges and Other Assets - Unamortized Debt Expense is amortized over the lives of the related issues. Restricted Cash represents proceeds from loans entered into through state financing programs and is held in trusts. The proceeds are restricted for specific capital expenditures and debt service requirements. (n) Income Taxes - Middlesex files a consolidated federal income tax return for the Company and income taxes are allocated based on the separate return method. Investment tax credits have been deferred and are amortized over the estimated useful life of the related property. For more information on income taxes, see Note 3 – Income Taxes. (o) Statements of Cash Flows - For purposes of reporting cash flows, the Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents represent bank balances and money market funds with investments maturing in less than 90 days. 42 (p) Use of Estimates - Conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates. (q) Recent Accounting Pronouncements Fair Value Measurements and Disclosures – In May 2011, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update (ASU) 2011-04, which amends ASC 820, Fair Value Measurements and Disclosures (ASC 820), to update guidance related to fair value measurements and disclosures as a step towards achieving convergence between generally accepted accounting principles and international financial reporting standards. ASU 2011-04 clarifies intent about application of existing fair value measurements and disclosures, changes certain requirements for fair value measurements and requires expanded disclosures. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The Company’s adoption of ASU 2011-04 resulted in expanded fair value disclosures and did not have any impact on the Company’s results of operations, cash flows or financial position. In January 2010, the FASB issued ASU 2010-06, which amends ASC 820, to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. Further, ASU 2010-06 amends guidance on employers’ disclosures about postretirement benefit plan assets under ASC 715, Compensation – Retirement Benefits to require that disclosures be provided by classes of assets instead of by major categories of assets. Adoption of ASU 2010-06 had no impact on the Company’s results of operations, cash flows or financial position. (r) Recent Developments Superstorm Sandy - During the last week of October 2012, our businesses, primarily in New Jersey, were impacted by Superstorm Sandy. The most significant impact was widespread power outages caused by the storm’s heavy winds and rain. Because all of our critical water and wastewater facilities are equipped with emergency power generators, we were able to maintain service to our customers during the storm, as well as in its aftermath. The storm did not have a material adverse impact on our results of operations, financial position or cash flows. Claims for damages and any associated losses have been submitted to our insurance carriers. We anticipate that claims which may not be covered by insurance are recoverable through the regulatory rate setting process. Borough of Sayreville, New Jersey and Hess Corporation - Middlesex has received notification from the Borough of Sayreville, New Jersey (Sayreville), one of Middlesex's wholesale contract customers, that Sayreville will not be renewing its contract for the purchase of water from Middlesex. In accordance with the terms, this contract will remain in effect through August 12, 2013. Middlesex is exploring options with Sayreville for its ongoing emergency water supply requirements. Gross operating revenues from water sales to Sayreville amounted to $1.9 million in 2012. In addition, Hess Corporation (Hess), Middlesex's largest retail water customer, has announced it intends to cease its oil refining operations at its Port Reading, New Jersey facility as early as of the end of February 2013. Revenues from Hess amounted to $2.6 million in 2012. Revenue reductions from either of these customers may accelerate the need for Middlesex to file a base rate increase Petition with the NJBPU. Note 2 - Rate and Regulatory Matters Rate Matters Middlesex - In July 2012, the NJBPU approved an $8.1 million increase in Middlesex’s annual base water rates. A base rate increase request of $11.3 million was filed in January 2012 seeking recovery of increased costs of operations, chemicals, fuel, electricity, taxes, labor and benefits and decreases in industrial and commercial 43 customer demand patterns, as well as capital investment in utility plant. The new base rates are designed to generate sufficient revenue to recover these increased costs and offset the lower customer demands, as well as provide a return on invested capital in rate base of $202.4 million, based on a return on equity of 10.15%. The rate increase became effective on July 20, 2012. In November 2012, Middlesex filed a petition with the NJBPU seeking approval of foundational information (Foundational Filing) that would allow for the implementation of a Distribution System Improvement Charge (DSIC). A DSIC is a rate-mechanism that allows water utilities to recover investment in capital improvements to their water distribution system made between base rate proceedings. In February 2013, the Foundational Filing was approved by the NJBPU, which allows Middlesex to implement a DSIC rate in September 2013 to recover costs for qualifying projects that are placed in service in the six-month post-approval period. The DSIC rate is allowed to increase in three subsequent six month periods for any additional qualifying projects placed in service during those time periods. The maximum annual revenues allowed to be recovered under the approved Foundational Filing is $1.4 million. In September 2012, Middlesex filed an application with the NJBPU seeking permission to establish a Purchased Water Adjustment Clause (PWAC) and implement a tariff rate sufficient to recover increased costs of $0.1 million to purchase untreated water from the NJWSA and treated water from a non-affiliated regulated water utility. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. In March 2010, the NJBPU granted an increase in Middlesex’s annual operating revenues of 13.57%, or $7.8 million. The increase was necessitated by increased costs, as well as to provide a return on invested capital in rate base of $180.3 million based on a return on equity of 10.30%. Tidewater – In June 2012, the DEPSC approved a $3.9 million increase in Tidewater’s annual base water rates. A base rate increase request of $6.9 million was filed in September 2011 seeking recovery of increased costs for operations, maintenance and taxes, as well as capital investment. Under DEPSC regulations, Tidewater had implemented interim rates in November 2011, which amounted to approximately $2.5 million on an annual basis. The new final base rates reflect the remaining $1.4 million and became effective June 19, 2012. Effective January 1, 2013, Tidewater implemented a DEPSC approved $0.1 million DSIC rate increase. TESI – In November 2012, TESI filed an application with the DEPSC seeking approval to purchase all of the utility assets of the 600 customer wastewater system serving the residents of the Plantations development (the Plantations) in Rehoboth Beach, Delaware. The application also requests the transfer of the wastewater franchise from the current owner to TESI. In connection with this transaction, TESI also filed an application with DEPSC seeking an approximate $0.1 million increase in the Plantations’ residents base wastewater rates. The purchase, and subsequent operation, of the Plantation’s wastewater system is contingent, among other things, upon the DEPSC’s approval of both applications. We cannot predict whether the DEPSC will ultimately approve or deny the purchase and base rate increase. A decision by the DEPSC is not expected until the third quarter of 2013. In June 2012, the DEPSC approved a $0.6 million increase in TESI’s annual base wastewater rates, a portion of which is to be phased in through 2015. A base rate increase request of $0.8 million was filed in July 2011 seeking recovery of increased operation and maintenance costs, as well as capital investment. Under DEPSC regulations, TESI had implemented interim rates in September 2011, which amounted to approximately $0.1 million on an annual basis. The new final base rates became effective June 5, 2012. Pinelands – In August 2012, Pinelands Water and Pinelands Wastewater filed petitions with the NJBPU seeking permission to increase base rates by approximately $0.2 million and $0.1 million per year, respectively. These requests were made as a result of capital investments as well as increased operations and maintenance costs for both companies. We cannot predict whether the NJBPU will ultimately approve, deny, or reduce the amount of the request. A decision by the NJBPU is not expected until the second quarter of 2013. 44 Southern Shores – Effective June 1, 2011, the DEPSC approved a multi-year agreement for a phased-in base rate increase for Southern Shores. This increase was made as a result of capital investment in the upgrade and renovation of Southern Shores’ primary water treatment facilities, as well as by increased operating costs. Under the terms of the agreement, which expires in 2020, customer rates will increase on January 1st of each year to generate additional annual revenue of $0.1 million with each increase. Twin Lakes - The PAPUC approved a $0.1 million, three-year phased-in base rate increase effective March 3, 2012. This increase was designed to recover capital investment in the upgrade and renovation of the Twin Lakes System, as well as increased operating costs. Regulatory Matters We have recorded certain costs as regulatory assets because we expect full recovery of, or are currently recovering, these costs in the rates we charge customers. These deferred costs have been excluded from rate base and, therefore, we are not earning a return on the unamortized balances. These items are detailed as follows: Regulatory Assets Postretirement Benefits Income Taxes Rate Cases, Storm Costs, Tank Painting, and Other Total (Thousands of Dollars) December 31, 2012 2011 $49,735 $53,142 17,151 17,866 1,823 416 $67,302 $72,831 Remaining Recovery Periods Various Various 2-9 years Postretirement benefits include pension and other postretirement benefits that have been recorded on the Consolidated Balance Sheet in accordance with the guidance provided in ASC 715, Compensation – Retirement Benefits. These amounts represent obligations in excess of current funding, which the Company believes will be fully recovered in rates set by the regulatory authorities. The recovery period for income taxes is dependent upon when the temporary differences between the tax and book treatment of various items reverse. The Company uses composite depreciation rates for its regulated utility assets, which is currently an acceptable method under generally accepted accounting principles and is widely used in the utility industry. Historically, under the composite depreciation method, the anticipated costs of removing assets upon retirement are provided for over the life of those assets as a component of depreciation expense. The Company recovers certain asset retirement costs through rates charged to customers as an approved component of depreciation expense. As of December 31, 2012 and 2011, the Company has approximately $8.8 million and $8.0, respectively, of expected costs of removal recovered currently in rates in excess of actual costs incurred. These amounts are recorded as regulatory liabilities. The Company is recovering in current rates acquisition premiums totaling $0.6 million over the remaining lives of the underlying Utility Plant. These deferred costs have been included in rate base as utility plant and a return is being earned on the unamortized balances during the recovery periods. 45 Note 3 – Income Taxes Income tax expense differs from the amount computed by applying the statutory rate on book income subject to tax for the following reasons: (Thousands of Dollars) Years Ended December 31, Income Tax at Statutory Rate Tax Effect of: Utility Plant Related State Income Taxes – Net Employee Benefits Other Total Income Tax Expense 2012 $7,420 2011 $6,816 2010 $7,224 (442) 420 (23) 8 $7,383 (620) 305 1 25 $6,527 (826) 336 33 19 $6,786 Income tax expense is comprised of the following: (Thousands of Dollars) Years Ended December 31, 2012 2011 2010 Current: Federal State Deferred: Federal State Investment Tax Credits Total Income Tax Expense $2,994 430 3,832 206 (79) $7,383 $3,550 395 2,594 67 (79) $6,527 $5,584 481 770 30 (79) $6,786 The statutory review periods for income tax returns for the years prior to 2010 have been closed. An examination by the Internal Revenue Service of Middlesex’s Federal income tax returns for 2007 and 2008 was completed during 2010 and resulted in a net refund, including interest, of less than $0.1 million. The refund noted above was recorded to the appropriate current and deferred tax accounts and the interest was reported as other income. In the event that there is interest and penalties associated with income tax adjustments in future examinations, these amounts will be reported under interest expense and other expense, respectively. There are no unrecognized tax benefits resulting from prior period tax positions. The Company is not aware of any uncertain tax positions that could result in a future tax liability. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. The components of the net deferred tax liability are as follows: Utility Plant Related Customer Advances Employee Benefits Investment Tax Credits (ITC) Other Total Deferred Tax Liability and ITC (Thousands of Dollars) December 31, 2011 $35,135 (3,737) 6,342 1,146 (718) $38,168 2012 $39,020 (3,673) 6,523 1,068 (94) $42,844 46 Note 4 - Commitments and Contingent Liabilities Water Supply - Middlesex has an agreement with the NJWSA for the purchase of untreated water through November 30, 2023, which provides for an average purchase of 27 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, 2016, provides for the minimum purchase of 3.0 mgd of treated water with provisions for additional purchases. Purchased water costs are shown below: Years Ended December 31, (Millions of Dollars) Purchased Water Untreated Treated Total Costs 2012 $2.4 3.1 $5.5 2011 $2.4 2.7 $5.1 2010 $2.5 2.9 $5.4 Contract Operations - USA-PA operates the City of Perth Amboy, New Jersey’s (Perth Amboy) water and wastewater systems under a 20-year agreement, which expires in 2018. In connection with the agreement with Perth Amboy, USA-PA entered into a 20-year subcontract with a wastewater operating company for the operation and maintenance of the Perth Amboy wastewater collection system. The subcontract provides for the sharing of certain fixed and variable fees and operating expenses. Construction –The Company may spend up to $22.7 million in 2013, $22.1 million in 2014 and $28.2 million in 2015 on its construction program. The actual amount and timing of capital expenditures is dependent on customer growth, residential new home construction and sales and project scheduling. There is no assurance that projected customer growth and residential new home construction and sales will occur. Litigation – The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings will not have a material adverse effect on the Company’s consolidated financial statements. Change in Control Agreements – The Company has Change in Control Agreements with certain of its officers that provide compensation and benefits in the event of termination of employment in connection with a change in control of the Company. Note 5 – Short-term Borrowings Information regarding the Company’s short-term borrowings for the years ended December 31, 2012 and 2011 is summarized below: Established Lines at Year-End Maximum Amount Outstanding Average Outstanding Notes Payable at Year-End Weighted Average Interest Rate Weighted Average Interest Rate at Year-End (Millions of Dollars) 2012 $60.0 29.0 25.5 28.0 1.43% 2011 $60.0 24.3 20.7 24.3 1.44% 1.40% 1.33% 47 The maturity dates for the Notes Payable as of December 31, 2012 are all in January 2013 and are extendable at the discretion of the Company. Interest rates for short-term borrowings are below the prime rate with no requirement for compensating balances. Note 6 - Capitalization All the transactions discussed below related to the issuance of securities were approved by either the NJBPU or DEPSC, except where otherwise noted. Common Stock In June 2010, the Company sold and issued 1.9 million shares of common stock in a public offering that was priced at $15.21 per share. The net proceeds of approximately $27.8 million were used to repay certain of the Company’s short-term debt outstanding. The number of shares authorized under the Dividend Reinvestment and Common Stock Purchase Plan (DRP) is 2.3 million shares. The cumulative number of shares issued under the DRP at December 31, 2012 is 2.1 million. For the years ended December 31, 2012, December 31, 2011 and December 31, 2010, the Company raised approximately $1.6 million, $1.5 million and $1.9 million, respectively, through the issuance of shares under the DRP. The Company issues shares under a restricted stock plan for certain management employees, which is described in Note 7 – Employee Benefit Plans. The Company maintains a stock plan for its outside directors (the Outside Director Stock Compensation Plan). For the years ended December 31, 2012, December 31, 2011 and December 31, 2010, 5,768 shares, 3,833 shares and 1,416 shares, respectively, of common stock were granted and issued to the Company’s outside directors under the Outside Director Stock Compensation Plan and 87,429 shares remain available for future awards. The maximum number of shares authorized for grant under the Outside Director Stock Compensation Plan is 100,000. In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company. At December 31, 2012, no preferred stock dividends were in arrears. Preferred Stock If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. At December 31, 2012 and 2011, there were less than 0.1 million shares of preferred stock authorized and outstanding and there were no dividends in arrears. The Company may not pay any dividends on its common stock unless full cumulative dividends to the preceding dividend date for all outstanding shares of preferred stock have been paid or set aside for payment. All such preferred dividends have been paid. In addition, if Middlesex were to liquidate, holders of preferred stock would be paid back the stated value of their preferred shares before any distributions could be made to common stockholders. The conversion feature of the no par $7.00 Series Cumulative and Convertible Preferred Stock allows the security holders to exchange one convertible preferred share for twelve shares of the Company's common stock. In addition, the Company may redeem up to 10% of the outstanding convertible stock in any calendar year at a price equal to the fair value of twelve shares of the Company's common stock for each share of convertible stock redeemed. In February 2011, the Company repurchased 93 shares of its $7.00 Series, nonredeemable cumulative preferred stock at par value for approximately $9 thousand. 48 The conversion feature of the no par $8.00 Series Cumulative and Convertible Preferred Stock allows the security holders to exchange one convertible preferred share for 13.714 shares of the Company's common stock. The preferred shares are convertible into common stock at the election of the security holder or Middlesex. Long-term Debt In November 2012, Middlesex completed the transaction for the redemption and refinance of $57.5 million of First Mortgage Bonds (Bonds). The Bonds were originally issued in five separate transactions or series under the loan program of the New Jersey Economic Development Authority (NJEDA) and were replaced with three new series of Bonds designated as Series QQ, RR and SS totaling $55.4 million issued through the NJEDA, net of a $2.2 million issuance premium. The restricted proceeds of the new Bonds were used to redeem $51.5 million of the original Bonds in December 2012 and $6.0 million of the original Bonds in January 2013. In May 2012, Middlesex borrowed $3.9 million through the New Jersey Environmental Infrastructure Trust (NJEIT) under the New Jersey State Revolving Fund (SRF) loan program and issued Bonds designated as Series OO ($3.0 million) and Series PP ($0.9 million). The interest rate on the Series OO Bonds is zero and the interest rate on the Series PP Bonds ranges from 2.0% to 5.0% depending on the serial maturity date. The final maturity date for the Bonds is August 1, 2031. Proceeds may only be used for the Middlesex 2012 RENEW Program, which is Middlesex’s program to clean and cement unlined mains in the Middlesex system. In December 2010, Middlesex issued $4.0 million of Bonds through the NJEIT under the New Jersey SRF program. The Company closed on the Bonds designated as Series MM and NN in December 2010. Proceeds may only be used for the Middlesex 2011 RENEW Program. In March 2011, Tidewater closed on a $2.8 million loan with the Delaware SRF program which allowed, but did not obligate, Tidewater to draw against a General Obligation Note for a specific project. The interest rate on all draws was set at 3.75% with a final maturity of July 1, 2031. As of December 31, 2012, Tidewater has borrowed $2.7 million against this loan and does not anticipate any future borrowings under this loan. In March 2011, Southern Shores closed on a $1.6 million loan with the Delaware SRF program, which allowed, but did not obligate, Southern Shores to draw against a General Obligation Note for a specific project. The interest rate on any draw was set at 3.75% with a final maturity of November 30, 2030. As of December 31, 2012, Southern Shores has borrowed $1.4 million against this loan and does not anticipate any future borrowings under this loan. First Mortgage Bonds Series QQ through SS are term bonds with single maturity dates subsequent to 2017. Principal repayments for all series of the Company’s long-term debt extend beyond 2017. The aggregate annual principal repayment obligations for all long-term debt over the next five years are shown below: Year 2013 2014 2015 2016 2017 (Millions of Dollars) Annual Maturities $11.1 $ 5.2 $ 5.3 $ 5.4 $ 5.5 The weighted average interest rate on all long-term debt at both December 31, 2012 and 2011 was 4.34% and 5.13%, respectively. Except for the Amortizing Secured Notes, all of the Company’s outstanding long-term debt has been issued through the NJEDA ($61.4 million), the NJEIT program ($31.2 million) and the Delaware SRF program ($10.2 million). 49 Restricted cash includes proceeds from various New Jersey SRF loans. These funds are held in trusts and restricted for specific capital expenditures and debt service requirements. As discussed above, Series MM, NN, OO and PP proceeds can only be used for the applicable RENEW Programs. All other bond issuance balances in restricted cash are for debt service requirements. In 2012 and 2011, the NJEIT deobligated principal payments of $0.3 million and $0.6 million, respectively, on several series of SRF long-term debt. Substantially all of the Utility Plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions. Earnings Per Share The following table presents the calculation of basic and diluted earnings per share (EPS) for the three years ended December 31, 2012. Basic EPS is computed on the basis of the weighted average number of shares outstanding. Diluted EPS assumes the conversion of both the Convertible Preferred Stock $7.00 Series and $8.00 Series. 2011 (In Thousands, Except per Share Amounts) 2012 Basic: Income Shares Net Income $14,396 15,733 (206) Preferred Dividend Earnings Applicable to Common Stock $14,190 Basic EPS $ 0.90 Diluted: Earnings Applicable to Common Stock $14,190 97 $7.00 Series Dividend $8.00 Series Dividend 56 Adjusted Earnings Applicable to Common Stock Diluted EPS Income $13,447 (206) $13,241 $ 0.85 $13,241 97 56 $13, 394 $ 0.84 15,733 166 96 15,615 166 96 $ 14,343 $ 0.90 Shares 15,615 15,615 15,995 15,733 15,877 $14,276 $ 0.96 (207) $14,123 14,654 $ 0.96 $14,123 14,654 166 96 97 56 2010 Income Shares $14,330 14,654 14,916 Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of the Company’s long-term debt relating to Bonds and SRF Notes 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 payable and the Bonds and SRF Notes in the table below are classified as Level 2 measurements. The carrying amount and fair value of the Company’s bonds were as follows: (Thousands of Dollars) At December 31, 2012 Bonds State Revolving Bonds Carrying Amount $91,938 $ 708 Fair Value $93,556 $ 712 2011 Carrying Amount $86,577 $ 793 Fair Value $87,283 $ 799 50 For other long-term debt for which there was no quoted market price, it was not practicable to estimate their fair value. The carrying amount of these instruments was $47.7 million and $49.3 million at December 31, 2012 and 2011, respectively. Customer advances for construction have a carrying amount of $22.0 million and $21.9 million at December 31, 2012 and 2011, 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 7 - Employee Benefit Plans Pension Benefits The Company’s Pension Plan covers all active employees hired prior to March 31, 2007. Employees hired after March 31, 2007 are not eligible to participate in this plan, but can participate in a defined contribution profit sharing 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 contribution, the eligible employee must be employed by the Company on December 31st of the year to which the contribution relates. In addition, the Company maintains an unfunded supplemental plan for its executive officers. The Accumulated Benefit Obligation for the Company’s Pension Plan at December 31, 2012 and 2011 was $52.4 million and $46.5 million, respectively. Other Benefits The Company’s 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. Accrued retirement benefit costs are recorded each year. Regulatory Treatment of Over/Underfunded Retirement Obligations Because the Company is subject to regulation in the states in which it operates, it is required to maintain its accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance of ASC 980, Regulated Operations. Based on prior regulatory practice, and in accordance with the guidance in ASC 980, Regulated Operations, the Company records underfunded Pension Plan and Other Benefits Plan obligation costs, which otherwise would be recognized in Other Comprehensive Income under ASC 715, Compensation – Retirement Benefits, as a Regulatory Asset, and expects to recover those costs in rates charged to customers. 51 The Company uses a December 31 measurement date for all of its employee benefit plans. The table below sets forth information relating to the Company’s Pension Plan and Other Benefits Plan for 2012 and 2011. December 31, (Thousands of Dollars) Pension Plan Other Benefits Plan 2011 2012 2011 2012 Change in Projected Benefit Obligation: Beginning Balance Service Cost Interest Cost Actuarial Loss Benefits Paid Ending Balance Change in Fair Value of Plan Assets: Beginning Balance Actual Return on Plan Assets Employer Contributions Benefits Paid Ending Balance $56,201 2,198 2,417 3,833 (1,832) $62,817 $42,138 1,574 2,261 12,047 (1,819) $56,201 $43,121 1,784 1,868 4,425 (590) $50,608 $29,605 1,306 1,604 11,121 (515) $43,121 $32,196 3,879 3,661 (1,832) $37,904 $29,989 470 3,556 (1,819) $32,196 $ 15,817 1,241 3,940 (590) $ 20,408 $ 12,890 177 3,265 (515) $ 15,817 Funded Status $(24,913) $(24,005) $(30,200) $(27,304) December 31, (Thousands of Dollars) Pension Plan Other Benefits Plan 2011 2012 2011 2012 Amounts Recognized in the Consolidated Balance Sheets consist of: Current Liability Noncurrent Liability Net Liability Recognized (303) (345) (24,568) (23,702) $(24,913) $(24,005) - (30,200) $(30,200) - (27,304) $(27,304) Years Ended December 31, (Thousands of Dollars) Pension Plan Other Benefits Plan 2012 2011 2010 2012 2011 2010 Components of Net Periodic Benefit Cost Service Cost Interest Cost Expected Return on Plan Assets Amortization of Net Transition Obligation Amortization of Net Actuarial Loss Amortization of Prior Service Cost Net Periodic Benefit Cost $2,198 2,417 (2,458) - 1,549 10 $3,716 $1,306 1,604 $1,396 $1,784 2,228 1,868 $1,575 2,261 (2,283) (2,020) (1,258) (1,026) (759) - 135 135 135 506 1,765 10 - $2,120 $4,294 - 565 10 $2,128 531 - $2,267 878 - $2,897 $1,025 1,335 52 Amounts that are expected to be amortized from Regulatory Assets into Net Periodic Benefit Cost in 2013 are as follows: (Thousands of Dollars) Pension Plan $1,632 10 Other Benefits Plan $1,976 - Actuarial Loss Prior Service Cost The discount rate and compensation increase rate for determining our postretirement benefit plans’ benefit obligations and costs as of December 31, 2012, 2011 and 2010, respectively, are as follows: Pension Plan 2011 2012 2010 Other Benefits Plan 2011 2012 2010 Weighted Average Assumptions: Expected Return on Plan Assets Discount Rate for: Benefit Obligation Benefit Cost Compensation Increase for: Benefit Obligation Benefit Cost 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 3.99% 4.37% 4.37% 3.99% 5.48% 5.48% 5.95% 4.37% 4.37% 5.48% 5.48% 5.95% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% The compensation increase assumption for the Other Benefits Plan is attributable to life insurance provided to qualifying employees upon their retirement. The insurance coverage will be determined based on the employee’s base compensation as of their retirement date. For the 2012 valuation, costs and obligations for our Other Benefits Plan assumed a 9.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2013 with a decline of 1.0% per year for 2014-2016 and 0.5% per year for 2017-2018, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5% by year 2018. A one-percentage point change in assumed healthcare cost trend rates would have the following effects on the Other Benefits Plan: Effect on Current Year’s Service and Interest Cost Effect on Projected Benefit Obligation (Thousands of Dollars) 1 Percentage Point Increase $ 838 $ 9,560 Decrease $ (640) $ (7,477) The following benefit payments, which reflect expected future service, are expected to be paid: (Thousands of Dollars) Year 2013 2014 2015 2016 2017 2018-2022 Totals Pension Plan $ 1,949 1,938 1,931 1,951 2,263 12,950 $22,982 53 Other Benefits Plan $ 827 988 1,158 1,321 1,503 9,969 $15,766 Benefit Plans Assets The allocation of plan assets at December 31, 2012 and 2011 by asset category is as follows: Asset Category Equity Securities Debt Securities Cash Commodities Total Other Benefits Plan Pension Plan 2011 Target 2012 2011 2012 37.0% 60% 40.3% 61.6% 60.9% 38% 57.8% 53.0% 31.3% 32.9% 2% 4.6% 6.0% 5.9% 6.9% 0.2% 0.2% 0.8% 0% 0.6% 100.0% 100.0% 100.0% 100.0% Range 30-65% 25-70% 0-10% 0% Two outside investment firms each manage a portion of the Pension Plan asset portfolio. One of those investment firms also manages the Other Benefits Plan asset portfolio. Quarterly meetings are held between the Company’s Pension Committee of the Board of Directors and the investment managers to review their performance and asset allocation. If the actual asset allocation is outside the targeted range, the Pension Committee reviews current market conditions and advice provided by the investment managers to determine the appropriateness of rebalancing the portfolio. The objective of the Company is to maximize the long-term return on retirement plan assets, relative to a reasonable level of risk, maintain a diversified investment portfolio and maintain compliance with the Employee Retirement Income Security Act of 1974. The expected long-term rate of return is based on the various asset categories in which plan assets are invested and the current expectations and historical performance for these categories. Equity securities include Middlesex common stock in the amounts of $0.8 million (2.0% of total plan assets) and $0.7 million (2.3 % of total pension plan assets) at December 31, 2012 and 2011, respectively. Fair Value Measurements Accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: • Level 1 – Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in accessible active markets. • Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Certain investments in cash and cash equivalents, equity securities, and commodities are valued based on quoted market prices in active markets and are classified as Level 1 investments. Certain investments in cash and cash equivalents, equity securities and fixed income securities are valued using prices received from pricing vendors that utilize observable inputs and are therefore classified as Level 2 investments. 54 The following table presents Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy as of December 31, 2012 (amounts in thousands): Common Trust Fund-Large Cap Mutual Funds: Mid Cap Growth Mid Cap Value Foreign Small Mid Growth Foreign Large Blend Pacific Asis/ex-Japan Stock Diversied Emerging Markets Preferred Stock Index Money Market Funds: Cash and Cash Equivalents Equity Securities: Non-Financial Services Financial Services Utilities Consumer Growth Consumer Staples Consumer Cyclicals Industrial Resources Capital Equipment Technology Energy Corporate Bonds Mortgage-Backed Securities (1) Asset-Backed Securities Agency/US/State/Municipal Debt Sovereign/Non-US Debt Commodities Total Investments Le ve l 1 $ - Le ve l 2 $ 10,409 Le ve l 3 $ - Total $ 10,409 703 412 255 710 164 222 82 2,385 293 1,883 1,334 1,778 931 886 224 669 1,324 860 - - - - 88 15,203 $ - - - - - - 747 - - - - - - - - - - 3,575 2,570 25 5,312 63 - 22,701 $ - - - - - - - - - - - - - - - - - - - - - - - $ - 703 412 255 710 164 222 82 3,132 293 1,883 1,334 1,778 931 886 224 669 1,324 860 3,575 2,570 25 5,312 63 88 37,904 $ (1) Mortgage-backed securities represent AAA rated securities and substantially all of the asset- backed securities are highly-rated (Standard & Poor’s rating of AA+), secured primarily by credit card, auto loan, and home equity receivables. 55 The following table presents Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy as of December 31, 2011 (amounts in thousands): Common Trust Fund-Large Cap Mutual Funds: Mid Cap Growth Mid Cap Value Foreign Small Mid Growth Foreign Large Core Foreign Large Blend Diversied Emerging Markets Preferred Stock Index Money Market Funds: Cash and Cash Equivalents Equity Securities: Non-Financial Services Financial Services Utilities Consumer Growth Consumer Staples Consumer Cyclicals Industrial Resources Capital Equipment Technology Energy Other Corporate Bonds Mortgage-Backed Securities (1) Asset-Backed Securities Agency/US/State/Municipal Debt Sovereign/Non-US Debt Commodities Total Investments Le ve l 1 $ - Le ve l 2 $ 7,641 Le ve l 3 $ - Total $ 7,641 655 356 214 97 586 281 74 1,389 189 1,289 1,629 1,685 956 853 159 651 1,345 1,160 40 - - - 129 - 52 13,789 $ - - - - - - - 1,281 - - - - - - - - - - - 2,324 2,527 27 4,532 75 - 18,407 $ - - - - - - - - - - - - - - - - - - - - - - - - - $ - 655 356 214 97 586 281 74 2,670 189 1,289 1,629 1,685 956 853 159 651 1,345 1,160 40 2,324 2,527 27 4,661 75 52 32,196 $ (1) Mortgage-backed securities represent AAA rated securities and substantially all of the asset- backed securities are highly-rated (Standard & Poor’s rating of AA+), secured primarily by credit card, auto loan, and home equity receivables. 56 The following table presents Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy as of December 31, 2012 (amounts in thousands): Mutual Funds: Small Cap Core Mid Cap Core Mid Cap Growth Mid Cap Value Large Cap Core Large Cap Growth Large Cap Value Foreign Small Mid Growth Foreign Large Core Foreign Large Growth Diversified Emerging Markets Preferred Stock Index Money Market Funds: Cash and Cash Equivalents Agency/US/State/Municipal Debt Commodities Total Investments Le ve l 1 Le ve l 2 Le ve l 3 Total $ 97 104 290 446 5,270 902 303 234 292 282 119 - $ - - - - - - - - - - - - 780 170 9,289 $ 1,205 9,914 - 11,119 $ - $ - - - - - - - - - - - - - - $ - $ 97 104 290 446 5,270 902 - 303 234 292 282 119 1,205 10,694 170 20,408 $ The following table presents Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy as of December 31, 2011 (amounts in thousands): Mutual Funds: Small Cap Core Mid Cap Core Mid Cap Growth Mid Cap Value Large Cap Core Large Cap Growth Large Cap Value Foreign Small Mid Growth Foreign Large Core Foreign Large Growth Diversified Emerging Markets Preferred Stock Index Money Market Funds: Cash and Cash Equivalents Agency/US/State/Municipal Debt Commodities Total Investments Le ve l 1 Le ve l 2 Le ve l 3 Total $ 90 48 253 288 3,406 398 349 225 279 247 163 107 - $ - - - - - - - - - - - - 424 100 6,377 $ 818 8,622 - 9,440 $ - $ - - - - - - - - - - - - - - $ - $ 90 48 253 288 3,406 398 349 225 279 247 163 107 818 9,046 100 15,817 $ 57 Benefit Plans Contributions For the Pension Plan, Middlesex made total cash contributions of $3.7 million in 2012 and expects a similar level of funding in 2013. For the Other Benefits Plan, Middlesex made total cash contributions of $3.9 million in 2012 and expects a similar level of funding in 2013. 401(k) Plan The Company has a 401(k) defined contribution plan, which covers substantially all employees with more than 1,000 hours of service. Under the terms of the Plan, the Company matches 100% of a participant’s contributions, which do not exceed 1% of a participant’s compensation, plus 50% of a participant’s contributions exceeding 1%, but not more than 6%. The Company’s matching contributions were $0.5 million for each of the years ended December 31, 2012, 2011 and 2010. For those employees hired after March 31, 2007 and still actively employed on December 31, 2012, the Company approved and will fund discretionary contribution of $0.2 million, which was based on 5.0% of eligible 2012 compensation. For the years ended December 31, 2011 and 2010, the Company made discretionary contributions of $0.2 million and $0.1 million, respectively, for those qualifying employees. Stock-Based Compensation The Company has a stock compensation plan for certain management employees (the 2008 Restricted Stock Plan). The Company maintains an escrow account for 0.1 million shares of the Company's common stock for the 2008 Restricted Stock Plan. 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 maximum number of shares authorized for grant under the 2008 Restricted Stock Plan is 0.3 million shares, for which 0.2 million remain as unissued shares. The Company recognizes compensation expense at fair value for the restricted stock awards in accordance with ASC 718, Compensation – Stock Compensation. 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. 58 The following table presents information on the 2008 Restricted Stock Plan: Balance, January 1, 2010 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2010 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2011 Granted Vested Forfeited Amortization of Compensation Expense Balance, December 31, 2012 Shares (thousands) Unearned Compensation (thousands) Weighted Average Grant Price 93 14 (13) - - 94 30 (15) (1) - 108 21 (15) - - 114 $990 239 - - (338) $891 518 - (7) (323) $1,079 408 - - (448) $1,039 $16.97 $16.97 $19.35 The fair value of vested restricted shares was $0.3 million, $0.2 million and $0.2 million for the years ended December 31, 2012, 2011, and 2010, respectively. Note 8 – 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 the states of New Jersey, Delaware and Pennsylvania with respect to utility service 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. 59 Operations by Segments: Revenues: Regulated Non – Regulated Inter-segment Elimination Consolidated Revenues Operating Income: Regulated Non – Regulated Consolidated Operating Income Depreciation: Regulated Non – Regulated Consolidated Depreciation Other Income, Net: Regulated Non – Regulated Inter-segment Elimination Consolidated Other Income, Net Interest Expense: Regulated Non – Regulated Inter-segment Elimination Consolidated Interest Charges Income Taxes: Regulated Non – Regulated Consolidated Interest Charges Net Income: Regulated Non – Regulated Consolidated Net Income Capital Expenditures: Regulated Non – Regulated Total Capital Expenditures Assets: Regulated Non – Regulated Inter-segment Elimination Consolidated Assets (Thousands of Dollars) Years Ended December 31, 2012 2011 2010 $ 98,021 12,851 (493) $ 110,379 $ 91,729 10,805 (465) $ 102,069 $ 92,378 10,937 (580) $ 102,735 $ 25,944 1,703 $ 27,647 $ 22,760 1,441 $ 24,201 $ 24,815 1,782 $ 26,597 $ 10,241 168 $ 10,409 $ 9,601 145 $ 9,746 $ 9,093 151 $ 9,244 $ 1,489 94 (726) $ 857 $ 1,982 896 (729) $ 2,149 $ 1,265 313 (134) $ 1,444 $ 6,725 96 (96) $ 6,725 $ 6,376 97 (97) $ 6,376 $ 6,925 134 (134) $ 6,925 $ 6,579 804 $ 7,383 $ 5,548 979 $ 6,527 $ 6,004 782 $ 6,786 $ 13,500 896 $ 14,396 $ 12,088 1,359 $ 13,447 $ 13,152 1,178 $ 14,330 $ 21,149 429 $ 21,578 $ 23,125 437 $ 23,562 $ 29,344 260 $ 29,604 As of December 31, 2012 As of December 31, 2011 $560,165 11,674 (10,113) $561,726 $539,947 10,325 (12,736) $537,536 60 Note 9 - Quarterly Operating Results - Unaudited Operating results for each quarter of 2012 and 2011 are as follows: 2012 1st 2nd 3rd 4th Total (Thousands of Dollars, Except per Share Data) Operating Revenues Operating Income Net Income Basic Earnings per Share Diluted Earnings per Share $ 23,546 3,877 1,807 $ 0.11 $ 0.11 $ 27,401 7,210 3,725 $ 0.23 $ 0.23 $ 32,353 10,843 6,138 $ 27,079 5,717 2,726 $ 0.39 $ 0.17 $ 0.39 $ 0.17 $ 110,379 27,647 14,396 $ 0.90 $ 0.90 2011 1st 2nd 3rd 4th Total Operating Revenues Operating Income Net Income Basic Earnings per Share Diluted Earnings per Share $ 23,996 4,768 2,630 $ 0.17 $ 0.17 $ 26,102 6,738 3,625 $ 0.23 $ 0.23 $ 28,671 8,516 5,143 $ 23,300 4,179 2,049 $ 0.33 $ 0.12 $ 0.32 $ 0.12 $ 102,069 24,201 13,447 $ 0.85 $ 0.84 The information above, in the opinion of the Company, includes all adjustments consisting only of normal recurring accruals necessary for a fair presentation of such amounts. The business of the Company is subject to seasonal fluctuation with the peak period usually occurring during the summer months. The quarterly earnings per share amounts above may differ from previous filings due to the effects of rounding. 61 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM 9A. CONTROLS AND PROCEDURES (1) 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. 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 for the quarter ended December 31, 2012. Based upon that evaluation the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded: (a) Disclosure controls and procedures were effective as of the end of the period covered by this report. (b) No changes in internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting. Accordingly, management believes the 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. (2) Management’s Report on Internal Control Over Financial Reporting The management of Middlesex Water Company (Middlesex or the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13A-15(f) and 15d-15(f). Middlesex’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors of adequate preparation and fair presentation of the published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the adequacy of financial statement preparation and presentation. Middlesex’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that as of December 31, 2012, the Company’s internal control over financial reporting is operating as designed and is effective based on those criteria. Middlesex’s independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2012 as stated in their report which is included herein. /s/ Dennis W. Doll Dennis W. Doll President and Chief Executive Officer /s/ A. Bruce O’Connor A. Bruce O’Connor Vice President and Chief Financial Officer Iselin, New Jersey March 7, 2013 62 (3) Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Middlesex Water Company We have audited Middlesex Water Company’s (the “Company”) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Middlesex Water Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Middlesex Water Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and consolidated statements of capital stock and long-term debt and the related consolidated statements of income, common stockholders’ equity, and cash flows of Middlesex Water Company and our report dated March 7, 2013 expressed an unqualified opinion. Reading, Pennsylvania March 7, 2013 /s/ ParenteBeard LLC 63 ITEM 9B. OTHER INFORMATION. None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Information with respect to Directors of Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference. Information regarding the Executive Officers of Middlesex Water Company is included under Item 1. in Part I of this Annual Report. ITEM 11. EXECUTIVE COMPENSATION. This Information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. This information for Middlesex Water Company is included in Middlesex Water Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders and is incorporated herein by reference. 64 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 1. The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report: PART IV Consolidated Balance Sheets at December 31, 2012 and 2011. Consolidated Statements of Income for each of the three years in the period ended December 31, 2012. Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2012. Consolidated Statements of Capital Stock and Long-term Debt at December 31, 2012 and 2011. Consolidated Statements of Common Stockholders’ Equity for each of the three years in the period ended December 31, 2012. Notes to Consolidated Financial Statements. 2. Financial Statement Schedules All Schedules are omitted because of the absence of the conditions under which they are required or because the required information is shown in the financial statements or notes thereto. 3. Exhibits See Exhibit listing immediately following the signature page. 65 Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES MIDDLESEX WATER COMPANY By: /s/ Dennis W. Doll Dennis W. Doll President and Chief Executive Officer Date: March 7, 2013 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities indicated on March 7, 2013. By: By: /s/ A. Bruce O’Connor A. Bruce O’Connor Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Dennis W. Doll Dennis W. Doll Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ James F. Cosgrove Jr. James F. Cosgrove Jr. Director By: /s/ John C. Cutting John C. Cutting Director /s/ Steven M. Klein By: Steven M. Klein Director By: Amy B. Mansue /s/ Amy B. Mansue Director By: John R. Middleton, M.D. Director /s/ John R. Middleton, M.D. By: /s/ Walter G. Reinhard Walter G. Reinhard Director By: /s/ Jeffries Shein Jeffries Shein Director 66 EXHIBIT INDEX Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the documents indicated in the previous filing columns following the description of such exhibits. Exhibits designated with a dagger (t) are management contracts or compensatory plans. Previous Registration No. Filing’s Exhibit No. 2-55058 2(a) 2-15795 4(a)-4(f) 33-54922 10.4-10.9 Exhibit No. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4.1 10.1 10.2 10.3 10.4 Document Description Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 19, 1997, included as Exhibit 3.1 to the Company’s Current Report on Form 8- K filed April 30, 2010. Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on May 27, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, filed as Exhibit 3.3 of 2003 Form 10-K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, filed as Exhibit 3.4 of 2003 Form 10-K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, filed as Exhibit 3.5 of 2003 Form 10-K/A-2. Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 10, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. Bylaws of the Company, as amended, filed as Exhibit 4.1 of 2010 Second Quarter Form 10-Q. Form of Common Stock Certificate. Copy of Purchased Water Agreement between the Company and Elizabethtown Water Company, filed as Exhibit 10 of 2006 First Quarter Form 10-Q. Copy of Mortgage, dated April 1, 1927, between the Company and Union County Trust Company, as Trustee, as supplemented by Supplemental Indentures, dated as of October 1, 1939 and April 1, 1949. Copy of Supplemental Indenture, dated as of July 1, 1964 and June 15, 1991, between the Company and Union County Trust Company, as Trustee. Copy of Supply Agreement, dated as of July 27, 2011, between the Company and the Old Bridge Municipal Utilities Authority filed as Exhibit No. 10.4 of 2011 Third Quarter Form 10-Q. 67 Previous Registration No. 33-31476 Filing’s Exhibit No. 10.13 33-31476 10.17 33-54922 10.24 EXHIBIT INDEX Exhibit No. 10.5 10.6 10.7 10.8 10.9 10.10 (t)10.11 Document Description Copy of Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended. Copy of Supply Agreement, dated as of February 11, 1988, with modifications dated February 25, 1992, and April 20, 1994, between the Company and the Borough of Sayreville filed as Exhibit No. 10.11 of 1994 First Quarter Form 10-Q. Copy of Water Purchase Contract, dated as of September 25, 2003, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No. 10.7 of 2003 Form 10-K. Copy of Treating and Pumping Agreement, dated April 9, 1984, between the Company and the Township of East Brunswick. Copy of Supply Agreement, dated June 4, 1990, between the Company and Edison Township. Copy of amended Supply Agreement, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.1 of 2006 First Quarter Form 10-Q. Copy of Supplemental Executive Retirement Plan, filed as Exhibit 10.13 of 1999 Third Quarter Form 10-Q. (t)10.12(a) Copy of 2008 Restricted Stock Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, dated and filed April 11, 2008. (t)10.12(b) Copy of 2008 Outside Director Stock Compensation Stock Plan, filed as Appendix B to the Company’s Definitive Proxy Statement, dated and filed April 11, 2008. (t)10.13(a) Change in Control Termination Agreement between Middlesex Water Company and Dennis W. Doll, filed as Exhibit 10.13(a) of the 2008 Form 10-K. (t)10.13(b) Change in Control Termination Agreement between Middlesex Water Company and A. Bruce O’Connor, filed as Exhibit 10.13(b) of the 2008 Form 10-K. (t)10.13(c) Change in Control Termination Agreement between Middlesex Water Company and Richard M. Risoldi, filed as Exhibit 10.13(d) of the 2008 Form 10-K. (t)10.13(d) Change in Control Termination Agreement between Middlesex Water Company and Kenneth J. Quinn, filed as Exhibit 10.13(e) of the 2008 Form 10-K. (t)10.13(e) Change in Control Termination Agreement between Middlesex Water Company and Lorrie B. Ginegaw, filed as Exhibit 10.13(e) of the 2011 Form 10-K. 68 Previous Registration No. Filing’s Exhibit No. 33-54922 10.23 333-66727 10.24 EXHIBIT INDEX Exhibit No. Document Description (t)10.13(f) Change in Control Termination Agreement between Tidewater Utilities, Inc. and Gerard L. Esposito, filed as Exhibit 10.13(g) of the 2008 Form 10-K. (t)10.13(g) Change in Control Termination Agreement between Middlesex 10.14 10.15 10.16 10.17 10.18 10.19 10.20 Water Company and Bernadette M. Sohler, filed as Exhibit 10.13(h) of the 2008 Form 10-K. Copy of Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick. Copy of Supplemental Indenture dated October 15, 1998 between Middlesex Water Company and First Union National Bank, as Trustee. Copy of Loan Agreement dated November 1, 1998 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series X), filed as Exhibit No. 10.22 of the 1998 Third Quarter Form 10-Q. Copy of Supplemental Indenture dated October 15, 1998 between Middlesex Water Company and First Union National Bank, as Trustee. Copy of Loan Agreement dated November 1, 1998 between the State of New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series Y), filed as Exhibit No. 10.23 of the 1998 Third Quarter Form 10-Q. Copy of Operation, Maintenance and Management Services Agreement dated January 1, 1999 between the Company City of Perth Amboy, Middlesex County Improvement Authority and Utility Service Affiliates, Inc. Copy of Supplemental Indenture dated October 15, 1999 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 1999 between the State of New Jersey and Middlesex Water Company (Series Z), filed as Exhibit No. 10.25 of the 1999 Form 10-K. Copy of Supplemental Indenture dated October 15, 1999 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 1999 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series AA), filed as Exhibit No. 10.26 of the 1999 Form 10-K. Copy of Supplemental Indenture dated October 15, 2001 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 2001 between the State of New Jersey and Middlesex Water Company (Series BB). Filed as Exhibit No. 10.22 of the 2001 Form 10-K. 69 Previous Registration No. Filing’s Exhibit No. Exhibit No. 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 EXHIBIT INDEX Document Description Copy of Supplemental Indenture dated October 15, 2001 between Middlesex Water Company and First Union National Bank, as Trustee and copy of Loan Agreement dated November 1, 2001 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series CC). Filed as Exhibit No. 10.22 of the 2001 Form 10-K. Copy of Supplemental Indenture dated October 15, 2004 between Middlesex Water Company and Wachovia Bank, as Trustee and copy of Loan Agreement dated November 1, 2004 between the State of New Jersey and Middlesex Water Company (Series EE), filed as Exhibit No. 10.26 of the 2004 Form 10-K. Copy of Supplemental Indenture dated October 15, 2004 between Middlesex Water Company and Wachovia Bank, as Trustee and copy of Loan Agreement dated November 1, 2004 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series FF), filed as Exhibit No. 10.27 of the 2004 Form 10-K. Copy of Promissory Notes and Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, by Tidewater Utilities, Inc., Dated March 19, 2009, filed as Exhibit No. 10.28 of the 2009 First Quarter Form 10-Q. Copy of Supply Agreement, between the Company and the City of Rahway, filed as Exhibit No. 10.2 of 2006 First Quarter Form 10-Q. Copy of Supplemental Indenture dated October 15, 2006 between Middlesex Water Company and U.S. Bank National Association, as Trustee and copy of Loan Agreement dated November 1, 2006 between the State of New Jersey and Middlesex Water Company (Series GG), filed as Exhibit No. 10.30 of the 2006 Form 10-K. Copy of Supplemental Indenture dated October 15, 2006 between Middlesex Water Company and U.S. Bank National Association, as Trustee and copy of Loan Agreement dated November 1, 2006 between the New Jersey Environmental Infrastructure Trust and Middlesex Water Company (Series HH), filed as Exhibit No. 10.31 of the 2006 Form 10-K. Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of November 1, 2007 (Series II), filed as Exhibit No. 10.32 of the 2007 Form 10-K. 70 Previous Registration No. Filing’s Exhibit No. 333-160757 Exhibit No. 10.29 10.30 10.31 10.32 10.33 10.34 10.35 10.36 10.37 10.38 EXHIBIT INDEX Document Description Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection, and Middlesex Water Company dated as of November 1, 2007 (Series JJ), filed as Exhibit 10.33 of the 2007 Form 10-K. Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of November 1, 2008 (Series KK), filed as Exhibit 10.34 of the 2008 Form 10-K. Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection, and Middlesex Water Company dated as of November 1, 2008 (Series LL) ), filed as Exhibit 10.35 of the 2008 Form 10-K. Registration Statement, Form S-3, under Securities Act of 1933 filed July 23, 2009, relating to the Dividend Reinvestment and Common Stock Purchase Plan. Amended and Restated Line of Credit Note between registrant and PNC Bank, filed as Exhibit 10.37 of the 2011 Form 10-K. Uncommitted Line of Credit Letter Agreement and Master Promissory Note between registrant and Bank of America, N.A, filed as Exhibit 10.38 of the 2011 Form 10-K. Uncommitted Line of Credit Letter Agreement between registrant’s wholly-owned subsidiary Utility Services Affiliates (Perth Amboy) Inc. and Bank of America, N.A, filed as Exhibit 10.39 of the 2011 Form 10-K. Amended Promissory Note for a committed line of credit between registrant’s wholly-owned subsidiary Tidewater Utilities, Inc. and CoBank, ACB., filed as Exhibit 10.40 to the Company’s September 30, 2011 Quarterly Report on Form 10-Q. Copy of Loan Agreement By and Between The state of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection and Middlesex Water Company, dated as of December 1, 2010 (Series MM), filed as Exhibit 10.41 of the 2010 Form 10-K. Copy of Loan Agreement By and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of December 1, 2010 (Series NN), filed as Exhibit 10.42 of the 2010 Form 10-K. 71 Previous Registration No. Filing’s Exhibit No. EXHIBIT INDEX Exhibit No. 10.39 10.40 *10.41(1) *21(1) *23.1(1) *31(1) *31.1(1) *32(1) *32.1(1) 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF Document Description Copy of Loan Agreement By and Between The State of New Jersey, Acting By and Through The New Jersey Department of Environmental Protection and Middlesex Water Company, dated as of May 1, 2012 (Series OO), filed as Exhibit 10.43 of the June 30, 2012 Form 10-Q. Copy of Loan Agreement by and Between New Jersey Environmental Infrastructure Trust and Middlesex Water Company dated as of May 1, 2012 (Series PP), filed as Exhibit 10.44 of the June 30, 2012 Form 10-Q. Copy of Loan Agreement By and Between the New Jersey Economic Development Authority and Middlesex Water Company dated as of November 1, 2012 (Series QQ, RR & SS). Middlesex Water Company Subsidiaries. Consent of Independent Registered Public Accounting Firm, ParenteBeard LLC. Section 302 Certification by Dennis W. Doll pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. Section 302 Certification by A. Bruce O’Connor pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. Section 906 Certification by Dennis W. Doll pursuant to 18 U.S.C.§1350. Section 906 Certification by A. Bruce O’Connor pursuant to 18 U.S.C.§1350. XBRL Instance Document XBRL Schema Document XBRL Calculation Linkbase Document XBRL Labels Linkbase Document XBRL Presentation Linkbase Document XBRL Definition Linkbase Document (1) These documents were included in 2012 Form 10-K as filed with the Securities and Exchange Commission and will be provided upon specific request. 72 Board of Directors James F. Cosgrove, Jr., P.E.3,4,5 Vice President and Principal Kleinfelder John C. Cutting, Ph.D.1,4,5 Senior Engineer (retired) Science Applications International Dennis W. Doll Chairman of the Board, President and Chief Executive Officer Middlesex Water Company Steven M. Klein 1,2,4 President and Chief Operating Officer Northfield Bancorp, Inc., Northfield Bank Amy B. Mansue1,2,3 President and Chief Executive Officer Children’s Specialized Hospital John R. Middleton, M.D.1,2,3 Engaged in Private Practice ID Care Walter G. Reinhard, Esq.3,4 Partner Norris, McLaughlin & Marcus, P.A. Jeffries Shein 2,3,5 Managing Partner JGT Management Co., LLC 1Audit Committee 2Compensation Committee 3Corporate Governance and Nominating Committee 4Pension Committee 5Ad Hoc Pricing Committee Executive Management Team Dennis W. Doll Chairman of the Board, President and Chief Executive Officer Gerard L. Esposito President, Tidewater Utilities, Inc. Lorrie B. Ginegaw Vice President – Human Resources A. Bruce O’Connor Vice President and Chief Financial Officer Kenneth J. Quinn Vice President, General Counsel, Secretary and Treasurer Richard M. Risoldi Vice President – Operations, Chief Operating Officer Bernadette M. Sohler Vice President – Corporate Affairs Middlesex Water Company Shareholder Information Company Headquarters Middlesex Water Company 1500 Ronson Road Iselin, NJ 08830 Telephone: 732-634-1500 www.middlesexwater.com Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 Telephone: 800-368-5948 Fax: 908-497-2318 Website: www.rtco.com E-mail: info@rtco.com Shareholder Account Inquiries To review the status of your shareholder account or dividend payments, transfer shares, report a change of address or other related matters, please contact Registrar and Transfer directly. Investor Relations Contact Shareholders, analysts and others seeking information about Middlesex Water are invited to contact our Investor Relations Department at: Telephone: 732-634-1500 Fax: 732-638-7515 E-mail: Bsohler@middlesexwater.com Online: www.middlesexwater.com Copies of our earnings and other releases, ﬁnancial publications including our Annual Report on SEC Form 10-K as well as 10-Q ﬁlings and dividend announcements are available without charge upon request. These documents are also typically available within minutes of being ﬁled on the Investor Relations section of our website at www.middlesexwater.com Shareholders wishing to receive e-mail notiﬁcation each time a press release, SEC ﬁling or corporate event is posted to our website may arrange to do so by clicking on Investor Email Alerts on our website home page at www.middlesexwater.com and following the prompts. Mortgage Trustee U.S. Bank National Association 21 South Street, 3rd Floor Morristown, NJ 07960 Annual Meeting The Annual Meeting of shareholders of Middlesex Water Company will be held on Tuesday, May 21, 2013, at 11:00 a.m. at the Company’s Headquarters, The J. Richard Tompkins Center, 1500 Ronson Road, in Iselin, NJ. Shareholders of record as of March 25, 2013 will be eligible to receive notice of, and to vote at, the 2013 Annual Meeting. Stock Listing The Company’s common shares trade on the NASDAQ GS (NASDAQ) Global Select Market under the trading symbol MSEX. Independent Registered Public Accounting Firm ParenteBeard LLC 2609 Keiser Blvd. Reading, PA 19603-0311 Telephone: 800-267-9405 Dividend Reinvestment and Common Stock Purchase Plan The Company offers a Dividend Reinvestment Plan and Common Stock Purchase Plan which provides new and existing shareholders of its common stock with a convenient way to build ownership in the Company through the purchase of common shares from the Company and the reinvestment of their cash dividends. The Prospectus and enrollment form are available from Registrar and Transfer and may also be accessed at http://investors.middlesexwater.com. 2013 Dividend Schedule* Common Preferred Record Dates Payment Dates March 1 February 15 June 3 May 15 August 15 September 3 November 15 December 2 January 14 April 15 July 15 October 15 February 1 May 1 August 1 November 1 *Subject to approval by Board of Directors. The following table sets forth the high and low sales price of the common stock for the periods indicated, as reported by NASDAQ, and dividends paid. 2012 2011 High Low Dividend Paid $19.59 $17.48 $0.1875 19.64 19.00 19.60 18.40 18.00 18.04 $0.1850 $0.1850 $0.1850 Q4 Q3 Q2 Q1 High Low $19.44 $16.51 19.19 19.29 19.31 16.54 17.77 17.35 Dividend Paid $0.1850 $0.1825 $0.1825 $0.1825 A Provider of Water, Wastewater and Related Products and Services 1500 Ronson Road Iselin, New Jersey 08830-0452 732-634-1500 www.middlesexwater.com

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