SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File
For the Fiscal Year ended December 31, 2002 No. 0-422
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-1114430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Ronson Road, Iselin, New Jersey 08830-3020
(Address of principal executive offices) (Zip Code)
(732) 634-1500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which registered
- ------------------- -------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No par Value
(Title of Class)
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 |X| NO |_|
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. [ X ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |X| No |_|
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at March 17, 2003 was $180,732,864.00 based on the closing market
price of $23.14 per share.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 17, 2003
----- -----------------------------
Common Stock, No par Value 7,810,409
Documents Incorporated by Reference
Proxy Statement to be filed in connection with the Registrant's Annual Meeting
of Shareholders to be held on May 28, 2003 as to Part III.
PART I
Item 1. Business
Overview
Middlesex Water Company (together with its subsidiaries, the "Company") has
operated as a water utility in New Jersey since 1897, and in Delaware, through
its wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992.
The Company is in the business of collecting, treating and distributing and
selling water for domestic, commercial, municipal, industrial and fire
protection purposes. The Company also operates a New Jersey municipal water and
sewer system under contract. In addition, the Company provides wastewater
services in New Jersey.
Prior to 1995, the Company provided water services to customers primarily
located in eastern Middlesex County, New Jersey and New Castle, Kent and Sussex
Counties in Delaware. In April 1995, the Company, through two wholly-owned New
Jersey subsidiaries, Pinelands Water Company and Pinelands Wastewater Company
(jointly "Pinelands") completed an asset purchase of a 2,300-customer water
utility and a 2,300-customer wastewater utility in Burlington County, New
Jersey. In December 1998, the Company and another of its wholly-owned New Jersey
subsidiaries, Utility Service Affiliates (Perth Amboy) Inc. ("USA-PA"), jointly
entered into a twenty-year contract with the City of Perth Amboy, New Jersey to
operate and maintain the City's 9,300-customer water and 9,300-customer
wastewater system. See Contract Services below. In April 2001, the Company,
through another of its wholly-owned New Jersey subsidiaries, Bayview Water
Company, completed an asset purchase of a 300-customer water utility in
Cumberland County, New Jersey. In August 2001, the Company, through Tidewater,
completed the acquisition of Southern Shores Water Company, L.L.C. (which was
formerly known as Sea Colony Water Company L.L.C.), a 2,200-customer system in
Southern Delaware.
The Company (including each of its subsidiaries with the exception of Utility
Service Affiliates, Inc. and USA-PA) is regulated as to rates charged to
customers for water and wastewater services, as to the quality of water provided
and as to other matters. The operating results of the Company are materially
affected by the timing and amount of rate increases approved by the regulatory
authorities to offset the cost of capital and increasing costs of operation and
construction.
The Company's principal executive offices are located at 1500 Ronson Road,
Iselin, New Jersey 08830 (telephone (732) 634-1500).
Retail Sales
Retail sales produced approximately 72% of the Company's total revenue in 2002.
Middlesex System:
The Company's Middlesex System provides water services to retail customers
primarily in eastern Middlesex County, New Jersey and, as described below, also
provides water under contract, on a wholesale basis. See Contract Sales below.
The Middlesex System, through its retail and contract sales operations, produced
approximately 73% of the Company's total revenue in 2002. Water services are
currently furnished to approximately 58,000 retail customers located in an area
of approximately 55 square miles of New Jersey in Woodbridge Township, the City
of South Amboy, the Boroughs of Metuchen and Carteret, portions of Edison
Township and the Borough of South Plainfield in Middlesex County and, to a minor
extent, a portion of the Township of Clark in Union County. The retail customers
include a mix of residential customers, large
1
industrial concerns and commercial and light industrial facilities. These retail
customers are located in generally well-developed areas of central New Jersey.
Pinelands System:
The Company's Pinelands System, which produced approximately 2% of the Company's
total revenue in 2002, currently provides water and wastewater services to
approximately 2,400 retail customers in Burlington County, New Jersey.
Bayview System:
The Company's Bayview System, which produced less than 1% of the Company's total
revenue in 2002, currently provides water services to approximately 300 retail
customers in Cumberland County, New Jersey.
Tidewater System:
The Company's Tidewater System, which produced approximately 13% of the
Company's total revenue in 2002, currently provides water services to
approximately 22,000 (including Southern Shores) retail customers for domestic,
commercial and fire protection purposes in over 150 community water systems
located in Kent, Sussex and New Castle Counties in Delaware.
Contract Sales
Contract sales produced approximately 14% of the Company's total revenue in
2002.
As alluded to above, the Company's Middlesex System also provides water on a
wholesale basis in New Jersey to the Township of Edison (Edison), the Borough of
Highland Park (Highland Park), the Old Bridge Municipal Utilities Authority (Old
Bridge), the Borough of Sayreville (Sayreville) and the Marlboro Township
Municipal Utilities Authority (Marlboro). Under special contract, the Middlesex
System also provides water treatment and pumping services to the Township of
East Brunswick (East Brunswick). These municipal contract customers comprise an
area of approximately 141 square miles and have a total population of
approximately 267,000. The contract sales to Edison, Old Bridge, Sayreville and
Marlboro are supplemental to the existing water systems of these customers. The
State of New Jersey in the mid-1980's approved plans to increase available
surface water supply to the South River Basin area of the State to permit a
reduced use of ground water in this area. The Middlesex System provides treated
surface water under long-term agreements to East Brunswick, Marlboro, Old Bridge
and Sayreville consistent with the State approved plan.
Contract Services
Contract services produced approximately 12% of the Company's total revenue in
2002.
Since January 1, 1999, USA-PA, along with Middlesex Water Company, has operated
and maintained the City of Perth Amboy's water system and wastewater system
under a 20-year contract. Middlesex Water Company has guaranteed the performance
of USA-PA under the contract. USA-PA is paid a fixed fee and a variable fee
based on increased system billings. Pursuant to the contract, fixed fee payments
to USA-PA were $7.5 million in 2002 and will increase to $9.7 million by year
20. The agreement also requires USA-PA to lease from Perth Amboy all of Perth
Amboy's employees who work on Perth Amboy's water system or wastewater system.
In connection with the agreement, Perth Amboy, through the Middlesex County
Improvement Authority, issued $68.0 million in three series of bonds. One of
those series of bonds, in the principal amount of $26.3 million, was guaranteed
by the Company. Perth Amboy guaranteed the two other series of bonds. USA-PA
entered
2
into a subcontract with a wastewater contracting firm for the operation and
maintenance of Perth Amboy's wastewater system. USA-PA subleases to the
subcontractor those Perth Amboy employees who work on Perth Amboy's wastewater
system.
In May 1995, USA and Middlesex Water Company entered into two contracts with the
City of South Amboy (South Amboy) to operate, manage and maintain the city's
2,600-customer water system and to provide water to the city on a wholesale
basis. In December 1999, the Company and South Amboy entered into a franchise
agreement to provide water service and install water system facilities in South
Amboy. Following the execution of the franchise agreement, all that survived of
the original 1995 contracts was a management services contract, which was
extended through 2045. However, in consideration for the franchise agreement,
the Company forgave certain advances made by USA to South Amboy at the
commencement of the management services contract and eliminated the fixed fee
revenues that were to be recognized under such contract in lieu of revenues that
were to be derived from providing water to South Amboy's 2,600 customers.
Financial Information
Consolidated operating revenues and operating income relating primarily to
operating water utilities are as follows:
(000's)
Years Ended December 31,
------------------------
2002 2001 2000
------- ------- -------
Operating Revenues $61,933 $59,638 $54,477
======= ======= =======
Operating Income $12,467 $11,493 $ 9,938
======= ======= =======
Operating revenues were earned from the following sources:
Years Ended December 31,
------------------------
2002 2001 2000
------ ------ ------
Residential 40.0% 38.4% 37.9%
Commercial 9.7 10.2 10.4
Industrial 11.9 12.6 13.1
Fire Protection 10.5 10.4 10.7
Contract Sales 14.1 14.8 14.3
Contract Operations 12.1 12.2 12.6
Other 1.7 1.4 1.0
------ ------ ------
TOTAL 100.0% 100.0% 100.0%
------ ------ ------
Water Supplies and Contracts
The Company's water utility plant consists of source of supply, pumping, water
treatment, transmission, distribution and general facilities located in New
Jersey and Delaware. The Company's New Jersey and Delaware water supply systems
are physically separate and are not interconnected. In addition, the Pinelands
System and Bayview System are not interconnected to the Middlesex System or each
other. In the opinion of management, the Company has adequate sources of water
supply to meet the current and anticipated future service requirements of its
present customers in New Jersey and Delaware.
3
Middlesex System:
The Company's Middlesex System obtains water from both surface and groundwater
sources. In 2002, surface sources of water provided approximately 70% of the
Middlesex System's water supply, groundwater from wells provided approximately
23% and the balance of 7% was purchased from Elizabethtown Water Company
(Elizabethtown), a nonaffiliated water utility. Middlesex System's distribution
storage facilities are used to supply water to its customers at times of peak
demand, outages and emergencies.
The principal source of surface supply for the Middlesex System is the Delaware
and Raritan Canal (D&R Canal), owned by the State of New Jersey and operated as
a water resource by the New Jersey Water Supply Authority (NJWSA). The Company
has contracts with the NJWSA to divert a maximum of 20 million gallons per day
(mgd) of untreated water from the D&R Canal as augmented by the Round
Valley/Spruce Run Reservoir System. In addition, the Company has a one-year
agreement for an additional 10 mgd renewed through April 30, 2003. The Company
also has an agreement with Elizabethtown, effective through December 31, 2005,
which provides for the minimum purchase of 3 mgd of treated water with
provisions for additional purchases.
The Company's Middlesex System also derives water from groundwater sources
equipped with electric motor-driven deep-well turbine type pumps. The Middlesex
System has 31 wells, which provide a pump capacity of approximately 27 mgd.
The Middlesex System's groundwater sources are:
2002
Maximum Use
No.of Per Day Pumpage Pump
Source Wells (millions of gallons) Capacity (mgd) Location
------ ----- --------------------- -------------- --------
Park Avenue 15 9.0 15.2 South Plainfield
Tingley Lane North 4 2.8 2.8 Edison
Tingley Lane South 5 2.6 2.6 Edison
Spring Lake 4 0.7 2.8 South Plainfield
Sprague Avenue #1 1 1.0 1.1 South Plainfield
Sprague Avenue #2 1 1.3 1.3 South Plainfield
Maple Avenue 1 0.8 0.9 South Plainfield
--
Total 31
Pinelands System:
The Pinelands System obtains its water supply from four (4) wells drilled into
the Mt. Laurel aquifer. The wells are equipped with three electric motor driven,
deep well turbine pumps and one is equipped with an electric motor driven
submersible pump. Treatment (disinfection only) is done at individual well
sites. Water production in 2002 amounted to 155 million gallons (mg).
The Pinelands System's groundwater sources are:
2002
Maximum Use
No.of Per Day Pumpage Pump
Source Wells (millions of gallons) Capacity (mgd) Location
------ ----- --------------------- -------------- --------
Leisuretowne / Southampton
Hampton Lakes 4 2.0 2.2 Township
4
The Pinelands wastewater system discharges into the south branch of the Rancocas
Creek through a tertiary treatment plant. The total capacity of the plant is 0.5
mgd. Current average flow is 0.3 mgd. Pinelands has a current valid NJPDES
permit issued by the New Jersey Department of Environmental Protection (DEP).
Bayview System:
Water Supply to Bayview customers is derived from two wells, which provided an
overall system delivery of 11 mg in 2002. Each well has treatment facilities.
Bayview has completed the replacement of its entire distribution system with
approximately 16,000 feet of mains, valves and hydrants.
Tidewater System:
Water supply to Delaware customers is derived from Tidewater's 213 wells, which
provided overall system delivery of 1,369 mg during 2002 (such figures include
Southern Shores). The Tidewater System does not have a central treatment
facility. Several of its water systems in Sussex County and New Castle County
have interconnected transmission systems. Tidewater currently has applications
before the Delaware regulatory authorities for the approval of additional wells.
Treatment is by chlorination and, in some cases, pH correction and filtration.
Competition
The business of the Company in its franchised service areas is substantially
free from direct competition with other public utilities, municipalities and
other entities; however, its ability to provide some 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's (PSC) awarding franchises
to other regulated water purveyors.
Regulation
The Company is subject to regulation as to its rates, services and other matters
by the States of New Jersey and Delaware with respect to utility service within
those states and with respect to environmental and water quality matters. The
Company is also subject to regulation as to environmental and water quality
matters by the United States Environmental Protection Agency (EPA). In
addition, the issuance of securities by the Company is subject to the prior
approval of the New Jersey Board of Public Utilities (BPU).
Regulation of Rates and Services
The Company's New Jersey operations are subject to regulation by the BPU.
Similarly, the Company's Delaware operations are subject to regulation by the
PSC. These regulatory authorities have jurisdiction with respect to rates,
service, accounting procedures, the issuance of securities and other matters of
utility companies operating within the States of New Jersey and Delaware,
respectively. The Company, for ratemaking purposes, accounts separately for each
of its operations in New Jersey and in Delaware so as to facilitate independent
ratemaking by the BPU for its New Jersey operations and the PSC for its Delaware
operations.
5
In determining rates for the Company, the BPU and the PSC consider the income,
expenses, rate base of property used and useful in providing service to the
public and a fair rate of return on that property, each within its separate
jurisdiction. Rate determinations by the BPU do not guarantee particular rates
of return to the Company for its New Jersey operations nor do rate
determinations by the PSC guarantee particular rates of return for Tidewater's
Delaware operations. Thus, the Company may not achieve the rates of return
permitted by the BPU or the PSC.
Water Quality and Environmental Regulations
Both the EPA and the DEP regulate the Company's operation in New Jersey with
respect to water supply, treatment and distribution systems and the quality of
the water, as do the EPA, the Delaware Department of Natural Resources and
Environmental Control (DNREC), and the Delaware Department of Health with
respect to operations in Delaware.
Federal, Delaware and New Jersey regulations adopted over the past five years
relating to water quality require expanded types of testing by the Company to
ensure that its water meets State and Federal water quality requirements.
In addition, the environmental regulatory agencies are reviewing current
regulations governing the limits of certain organic compounds found in the water
as by-products of treatment. The Company, as do many other water companies,
participates in industry-related research to identify the various types of
technology that might reduce the level of organic, inorganic and synthetic
compounds found in the 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 implement such reduction. The Company
believes the CJO Plant capabilities puts the Company in a strong position to
meet any such future standards with regard to its Middlesex System. The Company
uses regular testing of the Company's water to determine compliance with
existing Federal, New Jersey and Delaware primary water quality standards.
The DEP and the Delaware Department of Health monitor the activities of the
Company and review the results of water quality tests performed by the Company
for adherence to applicable regulations. Other regulations applicable to the
Company include the Lead and Copper Rule, the maximum contaminant levels
established for various volatile organic compounds, the Federal Surface Water
Treatment Rule, and the Total Coliform Rule.
Employees
As of December 31, 2002, the Company had a total of 147 employees in New Jersey,
and a total of 52 employees in Delaware. No employees are represented by a
union. Management considers its relations with its employees to be satisfactory.
Wages and benefits are reviewed annually and are considered competitive within
the industry.
Executive Officers of Middlesex Water Company
Walter J. Brady - age 61; Senior Vice President-Administration; term expires May
2003. Mr. Brady, who joined the Company in 1962, was elected Assistant
Secretary-Assistant Treasurer in 1979, Assistant Vice President in 1982, Vice
President-Human Resources in 1987, Vice President-Administration in 1989 and
Senior Vice President of Administration in 1998. He serves as Plan Administrator
of the Pension Plan. He is Assistant Secretary and Assistant Treasurer and
Director of Tidewater Utilities, Inc., and Assistant Secretary and Director of
White Marsh Environmental Systems, Inc., Assistant Secretary and Acting
Controller and Director of Pinelands Water Company, Pinelands Wastewater Company
and Utility Service Affiliates, Inc., and Vice President Administration,
Assistant Secretary and Acting Controller and Director of
6
Utility Service Affiliates (Perth Amboy) Inc., and Assistant Secretary and
Acting Controller and Director of Bayview Water Company.
A. Bruce O'Connor - age 44; Vice President and Controller; term expires May
2003. Mr. O'Connor, a Certified Public Accountant, joined the Company in 1990 as
Assistant Controller and was elected Controller in 1992 and Vice President in
1995. He was elected Vice President and Controller and Chief Financial Officer
in May 1996. He is responsible for financial reporting, customer service, rate
cases, cash management and financings. He was formerly employed by Deloitte &
Touche LLP, a certified public accounting firm from 1984 to 1990. He is
Treasurer of White Marsh Environmental Systems, Inc., and Utility Service
Affiliates, Inc., Treasurer and Director of Tidewater Utilities, Inc., Vice
President and Treasurer and Director of Pinelands Water Company, Pinelands
Wastewater Company, Bayview Water Company and Utility Service Affiliates (Perth
Amboy) Inc.
Marion F. Reynolds - age 63; Vice President, Secretary and Treasurer; term
expires May 2003. Ms. Reynolds, who had been Secretary-Treasurer since 1987 was
elected Vice President, Secretary and Treasurer in 1993. Prior to her election
she had been employed by Public Service Electric and Gas Company, Newark, New
Jersey since 1958, and was elected Assistant Corporate Secretary in 1976. She is
Secretary of Tidewater Utilities, Inc. White Marsh Environmental Systems, Inc.
and Utility Service Affiliates (Perth Amboy) Inc., Pinelands Water Company,
Pinelands Wastewater Company and Bayview Water Company and Secretary and a
Director of Utility Service Affiliates, Inc.
Dennis G. Sullivan - age 61; President; term expires May 2003. Mr. Sullivan has
been a Director of Middlesex since October 1999. Mr. Sullivan was hired in 1984
as Corporate Attorney, responsible for general corporate internal legal matters.
He was elected Assistant Secretary-Assistant Treasurer in 1988 and Vice
President and General Counsel in 1990. He is a Director of Tidewater Utilities,
Inc., and of White Marsh Environmental Systems, Inc., Chairman and Director of
Pinelands Water Company, Pinelands Wastewater Company and Bayview Water Company
and Director of Utility Service Affiliates, Inc., and of Utility Service
Affiliates (Perth Amboy) Inc. and President and Director of Bayview Water
Company. He is also a Director of New Jersey Utilities Association.
J. Richard Tompkins - age 64; Chairman of the Board; term expires May 2003. Mr.
Tompkins was elected President of the Company in 1981 and was elected Chairman
of the Board in 1990. In 1979 he was employed by Associated Utility Services, an
independent utility consulting firm in New Jersey, as Vice President. From 1962
to 1979 he was employed by Buck, Seifert & Jost, Incorporated, consulting
engineers in New Jersey and was appointed Vice President in 1973. He is Chairman
and a Director of Tidewater Utilities, Inc., and of White Marsh Environmental
Systems, Inc., Utility Service Affiliates, Inc. and Utility Service Affiliates
(Perth Amboy) Inc., and Pinelands Water Company, Pinelands Wastewater Company
and Director of Pinelands Water Company, Pinelands Wastewater Company and
Bayview Water Company. Mr. Tompkins retired from active employment at the
Company on February 1, 2003.
Ronald F. Williams - age 53; Vice President-Operations; term expires May 2003.
Mr. Williams was hired in March 1995 as Assistant Vice President-Operations,
responsible for the Company's Engineering and Distribution Departments. He was
elected Vice President-Operations in October 1995. He was formerly employed with
the Garden State Water Company as President and Chief Executive Officer since
1991. He is a Director and President of Utility Service Affiliates, Inc., and
Utility Service Affiliates (Perth Amboy) Inc.
Item 2. Properties
The water utility plant of the Company's systems consists of source of supply,
pumping, water treatment, transmission and distribution and general facilities.
7
Middlesex System:
Middlesex System's principal source of surface supply is the D&R Canal owned by
the State of New Jersey and operated as a water resource by the NJWSA.
Water is withdrawn from the D&R Canal at New Brunswick, New Jersey through the
Company's intake and pumping station located on State-owned land bordering the
Canal. It is transported through a 54-inch supply main for treatment and
distribution at the Company's Carl J. Olsen Water Treatment Plant ("CJO Plant")
in Edison, New Jersey, which has been in service since 1969. Facilities at the
CJO Plant consist of source of supply, pumping, water treatment, transmission,
storage, laboratory and general facilities. The Company is completing the
construction of the upgrade and expansion of the CJO Plant, begun in 1997, at
project cost of $37.0 million. The Company monitors water quality at the CJO
Plant, at each well field and throughout the distribution system to determine
that federal and state water quality standards are met. See "Water Quality and
Environmental Regulations."
The design capacity of the intake and pumping station in New Brunswick, New
Jersey, and the raw water supply main located there is 80 mgd. The four electric
motor-driven vertical turbine pumps presently installed have an aggregate design
capacity of 82 mgd. The design capacity of the Company's raw water supply main
is 55 mgd. Associated facilities are the 4,900 feet of 54-inch reinforced
concrete water main connecting the intake and pumping station with the CJO
Plant, 23,200 feet of 48-inch reinforced concrete transmission main connecting
the CJO Plant to the Company's distribution pipe network, and related storage
pumping, control, laboratory and other facilities. The Company also has a 58,600
foot transmission main, a 38,800 foot transmission main, and a long term
non-exclusive "wheeling agreement" with the East Brunswick system, all used to
transport water to several of the Company's contract customers.
The CJO Plant includes chemical storage and chemical feed equipment, two dual
rapid mixing basins, four upflow clarifiers, which are also called
Superpulsators, four underground reinforced concrete chlorine contact tanks,
twelve rapid filters containing gravel, sand and anthracite for water treatment
and a steel washwater tank. The Plant also includes a computerized Supervisory
Control and Data Acquisition (SCADA) system to monitor and control the CJO Plant
and the water supply and distribution system in the Middlesex System. The firm
design capacity of the CJO Plant is now 45 mgd (60 mgd maximum capacity). The
main pumping station at the CJO Plant has a design capacity of 90 mgd. The four
electric motor driven vertical turbine pumps presently installed have an
aggregate capacity of 72 mgd.
In addition to the main pumping station at the CJO Plant, there is a 15 mgd
auxiliary pumping station located in a separate building. 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.
Middlesex System's storage facilities consist of a 10 mg reservoir at the CJO
Plant, 5 mg and 2 mg reservoirs in Edison (Grandview), a 5 mg reservoir in
Carteret (Eborn) and a 2 mg reservoir at the Park Avenue Well Field.
The Company owns the properties in New Jersey on which Middlesex System's 31
wells are located. The Company also owns its two-building headquarters complex
at 1500 Ronson Road, Iselin, New Jersey, consisting of a 27,000 square foot,
two-story office building and a 16,500 square foot maintenance facility.
8
Main Cleaning and Lining Program (RENEW)
The Company has a RENEW Program in the Middlesex System to rehabilitate sections
of the distribution system which contain unlined mains. These sections are
generally in the older areas of the system. The rehabilitation includes the
cleaning and lining of unlined cast iron mains; the replacement and/or upgrading
of some selected mains; and the replacement of valves and hydrants. In the
Middlesex System, there are approximately 143 miles of unlined mains of the
total 730 miles. Since the RENEW Program was initiated in 1995, 46.8 miles of
mains have been rehabilitated.
Pinelands System:
Pinelands Water owns the well site properties, which are located in Southampton
Township, New Jersey. Pinelands Wastewater owns a 12-acre site on which its 0.5
mgd capacity tertiary treatment plant is located. Pinelands Water storage
facility is a 1.2 mg standpipe.
Bayview System:
Bayview owns two well site properties, which are located in Cumberland County,
New Jersey.
Tidewater System:
Tidewater's storage facilities include 32 ground level storage tanks with the
following capacities; 22 - 30,000 gallons, 2 - 25,000 gallons, 3 - 125,000
gallons, 1 - 132,000 gallons, 1 - 80,000 gallons, 1 - 37,500 gallons, 1 - 35,000
gallons, 1 - 85,000 gallons. Tidewater also has three elevated storage tanks
with capacities of 250,000, 300,000 and 350,000 gallons.
The Company's Delaware operations are managed from Tidewater's leased offices in
Odessa, Delaware and Millsboro, Delaware. Tidewater's Odessa office property,
located on property owned by White Marsh Environmental Systems, Inc., a
wholly-owned subsidiary of Tidewater, consists of a 2,400 square foot building
situated on a one (1) acre lot. White Marsh owns two future office sites.
Construction of a 6,800 square foot office building is nearing completion on an
eleven-acre site located in Dover, Delaware, which will become Tidewater's
primary business office. The Company is exploring several options for the other
future office site and the existing Odessa property.
Item 3. Legal Proceedings
A claim is pending against the Company for damages in excess of $10.0 million
involving the break of both a Company water line and an underground electric
power cable in close proximity to it. The power cable contained both electric
lines and petroleum based insulating fluid. The Company is insured for damages
except for damages resulting from pollution discharge, which the Company is
advised is approximately $0.2 million. Causation and liability have not been
established. Management is unable to determine the outcome of the litigation and
its impact on the financial conditions or results of operations.
A claim is pending involving a construction subcontractor, the Company's general
contractor and the Company concerning a major construction project. The dispute
relates to work required to be performed under a construction contract and
related subcontracts and includes payment issues and timing/delay issues. The
matter was instituted in 2001 and is pending in Superior Court, Middlesex
County, New Jersey. The full amount at issue is not fully known at this stage of
the litigation. At this time, management is unable to determine the impact, if
any, on the financial statements.
9
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters Price Range of Common Stock
The following table shows the range of closing prices for the Common Stock on
the NASDAQ Stock Market for the calendar quarter indicated.
2002 High Low Dividend
---- ---- --- --------
First Quarter $23.650 $22.270 $ 0.210
Second Quarter $26.720 $20.710 $ 0.210
Third Quarter $25.901 $18.300 $ 0.210
Fourth Quarter $23.140 $20.500 $ 0.215
2001 High Low Dividend
---- ---- --- --------
First Quarter $22.667 $19.583 $ 0.207
Second Quarter $24.967 $20.000 $ 0.207
Third Quarter $22.827 $20.667 $ 0.207
Fourth Quarter $22.967 $20.967 $ 0.210
Approximate Number of Equity Security Holders as of December 31, 2002
Number of
Title of Class Record Holders
-------------- --------------
Common Stock, No Par Value 2,073
Cumulative Preferred Stock, No Par Value:
$7.00 Series 14
$4.75 Series 1
Cumulative Convertible Preferred Stock, No Par Value:
$7.00 Series 4
$8.00 Series 3
Dividends
The Company has paid dividends on its Common Stock each year since 1912.
Although it is the present intention of the Board of Directors of the Company to
continue to pay regular quarterly cash dividends on its Common Stock, 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.
The Common Stock of the Company is traded on the NASDAQ Stock Market under the
symbol MSEX.
Item 6. Selected Financial Data
Consolidated Selected Financial Data, page 21.
10
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS
The companies and accounting policies referred to herein are defined in Note 1-
Summary of Significant Accounting Policies.
Financing - The Company's actual capital expenditures for 2000, 2001, 2002 and
projected requirements through 2005 are detailed as follows:
(Millions of Dollars)
2000 2001 2002 2003 2004 2005
------- ------- ------- ------- ------- -------
CJO Plant $ 1.2 $ 0.3 $ 0.5 $ 2.3 $ 9.0 $ --
Delaware Systems 4.9 5.3 8.8 17.9 9.2 9.0
RENEW Program 3.1 -- 2.2 3.0 3.0 3.0
Scheduled Upgrades 4.3 4.0 5.8 7.3 5.9 4.8
------- ------- ------- ------- ------- -------
Total $ 13.5 $ 9.6 $ 17.3 $ 30.5 $ 27.1 $ 16.8
======= ======= ======= ======= ======= =======
The Company plans to finance its future capital program with a combination of
internal funds from Middlesex, long-term debt financing and common equity.
First, the Company expects that its cash flow from operations will be greater in
2003 than in 2002. As more fully described in the Regulatory and Outlook
sections, Tidewater and Bayview have implemented higher base rates for 2003 and
our New Jersey operations expect increased revenues as the effect of the drought
restrictions subside.
There are $2.4 million of funds available in 2003 for the RENEW Program, which
is our program to clean and cement line unlined mains in the Middlesex System.
There is a total of approximately 143 miles of unlined mains in the 730-mile
Middlesex System. These funds were borrowed in 2001 through the New Jersey State
Revolving Fund (SRF). SRF financings are for a maximum period of twenty years
with sinking fund requirements. Also in 2001, Tidewater closed on a Delaware SRF
loan of $0.8 million. The Delaware SRF Program will allow, but does not
obligate, Tidewater to draw down against a General Obligation Note for five
specific capital projects. Tidewater expects to utilize the remaining amount of
$0.7 million in 2003.
Tidewater recently received approval to borrow an additional $3.2 million
through the Delaware SRF for six other projects scheduled for construction in
2003. Tidewater also received a commitment letter from CoBank, a rural
cooperative financial institution, approving a $10.5 million mortgage type loan.
Proceeds from that loan will be used to retire some of the Company's short-term
debt and fund a portion of the 2003 capital program. The SRF and CoBank loans
were approved by the Delaware Public Service Commission (PSC) on March 4, 2003.
The Board of Directors approved a 5% discount on shares of common stock sold to
participants of its Dividend Reinvestment and Common Stock Purchase Plan (DRP).
Purchases and dividends reinvested through the DRP between February 28, 2003 and
September 2, 2003 inclusive will be at the discounted price. During a similar
discount period in 2002, Middlesex received $2.0 million in proceeds. Total cash
received through the DRP amounted to $3.0 million in 2002. Middlesex expects to
receive approximately $4.0 million through the DRP during 2003.
Any remaining financing required for the 2003 capital program will probably be
in the form of short-term borrowings against the $30.0 million in total lines of
credit available with three commercial banks. At December 31, 2002, the Company
had $17.7 million of loans outstanding against those lines of credit.
Bayview filed in February 2003 for $0.7 million of SRF loans to fund the
construction of water storage facility with construction anticipated for early
2004. Middlesex has filed a new loan application with the New Jersey Economic
Development Authority (EDA) covering a four-year projected capital program.
11
Unlike the SRF Program, the EDA allows for projects that are for system growth.
In addition, the terms of borrowing through the EDA allow for loan maturity of
up to forty years with no sinking fund requirements.
The level of response from our shareholders to the DRP 5% discount will provide
management with information on how to maintain its capitalization ratios so that
debt represents on average 55% of the total capitalization ratio.
The Company has twelve series of First Mortgage Bonds outstanding in the
aggregate principal amount of $83.3 million as of December 31, 2002. The First
Mortgage Bonds have been issued under and secured by a mortgage indenture and
supplements thereto, which constitute a direct first mortgage lien upon
substantially all of the property of Middlesex. Tidewater borrowed funds under a
$3.5 million, 8.05%, Amortizing Secured Note due December 20, 2021.
Approximately $3.2 million was outstanding under that note as of December 31,
2002. Tidewater has drawn down less than $0.1 million of funds under the
Delaware SRF loan. The Bayview bonds issued in November are unsecured, but
guaranteed by Middlesex. Approximately $1.6 million remained outstanding as of
December 31, 2002.
Pension Plan - The Company has a noncontributory defined benefit pension plan
(Plan), which covers substantially all employees with more than 1,000 hours of
service. The Company makes contributions to the Plan consistent with the funding
requirements of federal laws and regulations. Plan assets consist primarily of
corporate equities, cash equivalents and stock and bond funds. In addition, the
Company maintains an unfunded supplemental pension plan for its executives.
The targeted asset allocation for the Plan is 55% equity and 45% combined for
fixed income securities, cash and cash equivalents. The actual asset allocation
is within a reasonable range of the targets. Cash and cash equivalents represent
securities and money market funds with investments maturing in less than 90
days. The discount rate utilized for determining future pension obligations is
based on a review of long-term bonds that receive one of the two highest ratings
given by a recognized rating agency. The discount rate determined on this basis
has decreased from 7.25% at December 31, 2001 to 6.75% at December 31, 2002.
Lowering the expected long-term rate of return on the pension plans by 0.5%
(from 8.0% to 7.5%) would have increased the net periodic pension cost by
approximately $0.1 million. Lowering the discount rate by 0.5% would have
increased the net periodic pension cost by $0.2 million.
Future actual pension income will depend on future investment performance,
changes in future discount rates and various other factors related to the
population participating in the pension plans.
Results of Operations
2002 Compared to 2001
Operating revenues increased $2.3 million or 3.85% over the prior year. Higher
base rates in New Jersey and Delaware provided $1.9 million of the increase. A
full year of ownership of the Bayview and Southern Shores systems generated
additional revenues of $0.4 million. Service fees from our operations and
maintenance contracts rose $0.2 million due to an increase in fixed fees for
sewer disposal under the City of Perth Amboy contract.
Consumption revenues decreased by $0.2 million. Drought restrictions in New
Jersey caused decreased usage in the amount of $1.3 million. The continued
double-digit growth of our Tidewater customer base offset $1.1 million of the
lower consumption revenues.
12
Operating expenses increased $1.3 million for the year. O&M expenses accounted
for $1.0 million of the increase. There were higher sewer costs of $0.2 million
for USA-PA. General wage increases, higher cost associated with employee medical
and retirement benefits and an increase in our Delaware employee base, pushed up
O&M costs by $0.7 million. Approximately $0.2 million is due to the inclusion of
expenses of Southern Shores for the entire year. Increases in business
insurances, audit fees and stock exchange filing fees amounted to $0.2 million.
A favorable decrease of water production and treatment costs of $0.3 million is
due to drought related consumption decreases in our New Jersey operations.
Other taxes increased by $0.2 million due to revenue related taxes in New
Jersey, increased real estate taxes and payroll taxes in both New Jersey and
Delaware. Higher Federal income taxes of $0.2 million over last year are
attributed to favorable operating results over last year.
Depreciation expense decreased by $0.1 million, or 1.74%, due to the full
recovery of our investment in transportation equipment, which the Company
depreciates at a higher rate than its mains and appurtenances.
AFUDC rose $0.1 million for the year as both Middlesex and Tidewater's capital
programs now include larger projects with longer construction periods. Other
income was lower by $0.2 due mostly to the recognition of a one time gain
reported in 2001 by an entity that Middlesex owns a 23% interest.
Even though there is a higher level of long-term and short term debt outstanding
compared to last year, lower interest rates on short-term debt and the $6.0
million refinancing of long-term debt at a lower rate helped to keep the
interest expense increase to 2.0% or $0.1 million.
Net income rose to $7.8 million from $7.0 million and basic and diluted earnings
per share rose $0.09 from $0.88 to $0.97 per share.
Results of Operations
2001 Compared to 2000
Operating revenues grew to $59.6 million from $54.5 million amounting to a 9.36%
increase. Favorable weather patterns resulted in higher consumption in our New
Jersey service areas and provided $2.1 million of additional revenues. Delaware
enjoyed both favorable weather patterns and customer growth of 24%, which
accounted for its revenue increase of $1.1 million. Rate increases, primarily in
New Jersey, accounted for $2.0 million.
Total operating expenses rose 8.1% or $3.6 million over 2000. Under operations
expenses, purchased water increased by $0.2 million, due to higher sales in the
Middlesex System. Employee labor and benefits rose $0.4 million and rate case
expenses were $0.2 million higher than last year. Business insurances increased
by $0.2 million. Maintenance increased by almost $0.2 million with almost 40% of
the increase attributable to the two new systems, Southern Shores and Bayview,
acquired in 2001.
Depreciation expense increased by almost 7.5% or less than $0.4 million. In
addition to the increase to Utility Plant of $9.7 million during the year, an
increase in the PSC approved composite depreciation rate for Tidewater were the
primary reasons for the increase of this expense category.
Increases in real estate taxes of almost $0.2 million and gross receipts and
franchise taxes on higher sales for Middlesex of $0.4 million accounted for much
of the variance in other taxes. Federal income taxes grew by $1.1 million as net
income rebounded by 31% compared to 2000. Other income jumped 38% as a result of
a one-time land sale gain by a small investor-owned water utility in Southern
Delaware. Middlesex is a 23% equity owner of that water utility.
13
Rate relief in New Jersey, customer growth in Delaware and the return of more
typical spring and summer weather patterns to both regions, fueled higher
revenues and the resulting increased net income.
Regulatory Matters
Tidewater filed for a 24% base rate increase with the PSC in January 2002. The
primary reasons driving the need for rate relief was the increase in the
calculated rate base since the last rate case of $11.3 million or 88.8%, and
higher operations and maintenance expenses, particularly for water treatment and
production. In accordance with PSC rules, an 8% interim rate increase was
implemented in April 2002. During 2002, numerous public and evidentiary hearings
were held where the Company was required to explain to its customers and prove
to the PSC the need for the significant rate relief. The parties to the filing
were able to resolve certain issues, including the amount and justification for
the large capital investment in utility plant. Other matters ultimately came
before the PSC Commissioners during January 2003. The PSC determined that
Tidewater was entitled to an additional 8.4% increase on top of the 8% interim
increase for a total of 16.4% or $1.1 million. Although the increase was well
below the requested amount, Tidewater is satisfied with the process and the
recognition received from the PSC that the Company has made great strides to
improve its water service and community image.
In the fall of 2002, the New Jersey Board of Public Utilities approved a 76.7%
base rate increase for Bayview. This translates into additional revenues of less
than $0.1 million. Two-thirds of the increase is effective for January 1, 2003
and the balance will be placed in effect in July 2003. The new rates are
designed to allow for the recovery of operating costs and capital costs incurred
to replace the entire water distribution system on Fortescue Island in southern
New Jersey. Middlesex had operated this 300-customer system as an interim
custodial receiver from September 1997, until it was purchased on April 9, 2001.
The table below summarizes the most recent base rate increases:
Pinelands Pinelands Bayview Tidewater
Middlesex Water Wastewater Water Utilities
--------- --------- --------- ------- ---------
Date Approved June 6, 2001 August 6, 2001 August 6, 2001 January 1, 2003 February 1, 2003
Amount $3.3 million $0.1 million $0.1 million $0.1 million $1.1 million
% Increase 8.10% 26.92% 11.81% 76.7% 16.4%
Return on Equity 10.50% 10.50% 10.50% * 10.25%
Rate of Return 7.95% 9.10% 9.20% 3.11% 8.58%
Last Increase May 13, 1999 January 23, 1999 January 23, 1999 June 1, 1998 August 21, 2001
* Capital structure was set at 100% debt. Therefore, no return on equity was
determined.
USA-PA operates the City of Perth Amboy's (Perth Amboy) water and wastewater
systems under a 20-year service contract. The final year of the contract is
2018.
Perth Amboy has a population of 40,000 and has approximately 9,300 customers,
most of whom are served by both 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
a fixed fee and a variable fee based on increased system billing. Fixed fee
payments began at $6.4 million in the first year and will increase over the term
of the 20-year contract to $9.7 million.
14
The agreement also requires USA-PA to lease from Perth Amboy all of its
employees who currently work on the Perth Amboy water and wastewater systems. In
connection with the agreement, Perth Amboy, through the Middlesex County
Improvement Authority, issued approximately $68.0 million in three series of
bonds. The Company guaranteed one of those series of bonds in the principal
amount of approximately $26.3 million. Perth Amboy guaranteed the two other
series of bonds.
In addition to 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 system. The subcontract provides for
the sharing of certain fixed and variable fees and operating expenses.
Critical Accounting Policies
The Company's policy is to maintain its books and records in accordance with
accounting principles generally accepted in the United States of America.
Companies in the Consolidated group that account for 88% of Operating Revenues
and 99% 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 the Financial Accounting Standards Board (FASB)
accounting pronouncement, Statement of Financial Accounting Standards (SFAS) No.
71, "Accounting For the Effects of Certain Types of Regulation." The companies
and accounting policies referred to herein are defined in Note 1 - Summary of
Significant Accounting Policies in Notes to the Consolidated Financial
Statements.
Accounting Pronouncements
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." Under SFAS No. 142, goodwill is considered a nonamortizable asset and
is subject to an annual review for impairment and an interim review when events
or circumstances occur. SFAS No. 142 is effective for all fiscal years beginning
after December 15, 2001. The adoption of SFAS No. 142 on January 1, 2002, had no
effect on the Company's financial statements. Discontinuation of amortization of
goodwill had an immaterial effect on the Company's financial statements.
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." Upon adoption of SFAS No. 143, the fair value of a liability for
an asset retirement obligation is required to be recorded. Upon settlement of
the liability, an entity either settles the obligation for its recorded amount
or incurs a gain or loss upon settlement. SFAS No. 143 is effective for fiscal
years beginning after June 15, 2002. Adoption of this Statement will have no
impact on the Company's financial statements.
The FASB also issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which the Company adopted on January 1, 2002. The adoption
of SFAS No. 144 did not have an effect on our financial statements.
Qualitative and Quantitative Disclosures About Market Risk
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 2009 to 2038. Over the next twelve
months, approximately $0.6 million of the current portion of nine existing
long-term debt instruments will mature. Combining this amount with the $17.7
million in short-term debt
15
outstanding at December 31, 2002, and applying a hypothetical change in the rate
of interest charged by 10% on those borrowings, would not have a material effect
on earnings.
Outlook
Revenues are expected to continue to grow in 2003. The full impact of the
Tidewater and Bayview rate increases approved for 2003 should provide additional
revenues. The return of more normal weather patterns in the Mid-Atlantic region
has prompted the State of New Jersey to rescind its drought emergency
declaration. New Jersey residents had been restricted in their outdoor water use
and the State was actively promoting overall water conservation. Although it may
take some time, we anticipate that our customers will return to more normal
usage patterns. The increase in our customer base in Delaware should continue to
enhance earnings. Cost monitoring and containment remain at the top of our
priority list in order to increase the bottom line and also to keep service
rates to our customers low. Earnings from nonregulated operations are expected
to remain constant.
Our strategy is for continued growth through acquisitions, internal expansion,
public/private partnerships and rate relief. Opportunities in both the regulated
and nonregulated sectors, that are financially sound, complement existing
operations and increase shareholder value will be pursued. We are currently
pursuing opportunities in New Jersey and Delaware, which could significantly
increase our customer base.
Forward-Looking Statements
Certain matters discussed in this annual report are "forward-looking statements"
intended to qualify for safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995. Such statements address future plans,
objectives, expectations and events concerning various matters such as capital
expenditures, earnings, litigation, growth potential, rates, regulatory matters,
liquidity, capital resources and accounting matters.
Actual results in each case could differ materially from those currently
anticipated in such statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Report of Management
The consolidated financial statements and other financial information included
in this annual report have been prepared by and are the responsibility of
management. The statements have been prepared in conformity with accounting
principles generally accepted in the United States of America considered
appropriate under the circumstances and include amounts based on necessary
judgment and estimates deemed appropriate.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are protected from improper use and
loss and to provide reliable financial information.
The consolidated financial statements of the Company have been audited by its
independent auditors, Deloitte & Touche LLP, and their report is included
herein.
The Board of Directors, through its Audit Committee consisting solely of outside
Directors, is responsible for overseeing and reviewing the Company's financial
reporting and accounting practices. The Audit Committee meets periodically with
the independent auditors to review the scope of their work and discuss any
changes and developments that may impact the Company.
/s/Dennis G. Sullivan /s/A.Bruce O'Connor
--------------------- -----------------
Dennis G. Sullivan A. Bruce O'Connor
President Vice President and
Controller
February 28, 2003
16
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Middlesex Water Company
Iselin, New Jersey
We have audited the accompanying consolidated balance sheets and statements of
capital stock and long-term debt of Middlesex Water Company and its subsidiaries
as of December 31, 2002 and 2001, and the related consolidated statements of
income, retained earnings, and cash flows for each of the three years in the
period ended December 31, 2002. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, such consolidated financial statements present fairly, in all
material respects, the financial position of Middlesex Water Company and its
subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America.
/s/Deloitte & Touche LLP
- ------------------------
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 28, 2003
Item 7a. Qualitative and Quantitative Disclosure About Market Risk
This information is incorporated herein by reference to Part II, Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, Page 15.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Supplementary Financial Data:
Independent Auditors' Report, Page 17.
17
Consolidated Balance Sheet at December 31, 2002 and 2001, Pages 22-23.
Consolidated Statements of Income for the years ended December 31, 2002, 2001
and 2000, Page 24.
Consolidated Statements of Capital Stock and Long-term Debt at December 31, 2002
and 2001, Page 25.
Consolidated Statements of Cash Flows for the years ended December 31, 2002,
2001 and 2000, Page 26.
Consolidated Statements of Retained Earnings for the years ended December 31,
2002, 2001 and 2000, Page 27.
Notes to Consolidated Financial Statements, Pages 28-41.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to Directors of Middlesex Water Company is included in
Middlesex Water Company's Proxy Statement for the 2003 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 1 of this Form 10-K.
Item 11. Executive Compensation
This Information for Middlesex Water Company is included in Middlesex Water
Company's Proxy Statement for the 2003 Annual Meeting of Stockholders and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
This information for Middlesex Water Company is included in Middlesex Water
Company's Proxy Statement for the 2003 Annual Meeting of Stockholders and is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
This information for Middlesex Water Company is included in Middlesex Water
Company's Proxy Statement for the 2003 Annual Meeting of Stockholders and is
incorporated herein by reference.
Item 14. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer
18
along with the Company's Chief Financial Officer. Based upon that evaluation,
the Company's Chief Executive Officer along with the Company's Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective. There have been no significant changes in the Company's internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding disclosure.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. The following Financial Statements and supplementary data are included
in Part II, Item 8:
Management's Discussion and Analysis, Pages 11-17.
Independent Auditors' Report, Page 17.
Consolidated Balance Sheets at December 31, 2002 and 2001, Pages 22-23.
Consolidated Statements of Income for each of the three years in the
period ended December 31, 2002, 2001 and 2000, Page 24.
Consolidated Statements of Capital Stock and Long-term Debt at December
31, 2002, and 2001, Page 25.
Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 2002, 2001 and 2000, Page 26.
Consolidated Statements of Retained Earnings for each of the three years
in the period ended December 31, 2002, 2001 and 2000, Page 27.
Notes to Consolidated Financial Statements, Pages 28-41.
(a) 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.
(a) 3. Exhibits
See Exhibit listing on Pages 46-49.
19
(b) Reports on Form 8-K
Filed: December 27, 2002
20
CONSOLIDATED SELECTED FINANCIAL DATA
(In Thousands Except per Share Data)
2002 2001 2000 1999 1998
- ------------------------------------------------------------------------------------------------
Operating Revenues $ 61,933 $ 59,638 $ 54,477 $ 53,497 $ 43,058
- ------------------------------------------------------------------------------------------------
Operating Expenses:
Operations and Maintenance 32,766 31,740 30,269 28,887 21,523
Depreciation 4,963 5,051 4,701 3,885 3,285
Other Taxes 7,859 7,640 6,932 6,871 6,102
Income Taxes 3,878 3,714 2,637 3,189 2,999
- ------------------------------------------------------------------------------------------------
Total Operating Expenses 49,466 48,145 44,539 42,832 33,909
- ------------------------------------------------------------------------------------------------
Operating Income 12,467 11,493 9,938 10,665 9,149
Other Income 442 503 364 1,911 1,795
- ------------------------------------------------------------------------------------------------
Income Before Interest Charges 12,909 11,996 10,302 12,576 10,944
- ------------------------------------------------------------------------------------------------
Interest Charges 5,144 5,043 4,997 4,695 4,423
- ------------------------------------------------------------------------------------------------
Net Income 7,765 6,953 5,305 7,881 6,521
Preferred Stock Dividend 255 255 255 301 319
- ------------------------------------------------------------------------------------------------
Earnings Applicable to Common Stock $ 7,510 $ 6,698 $ 5,050 $ 7,580 $ 6,202
- ------------------------------------------------------------------------------------------------
Earnings per Share:*
Basic $ 0.97 $ 0.88 $ 0.67 $ 1.03 $ 0.95
Diluted $ 0.97 $ 0.88 $ 0.67 $ 1.01 $ 0.94
Average Shares Outstanding:*
Basic 7,710 7,598 7,533 7,390 6,531
Diluted 7,968 7,856 7,791 7,722 6,870
Dividends Declared and Paid* $ 0.845 $ 0.830 $ 0.817 $ 0.790 $ 0.770
Total Assets $244,604 $236,373 $219,400 $215,036 $203,501
Convertible Preferred Stock $ 2,961 $ 2,961 $ 2,961 $ 2,961 $ 3,894
Long-term Debt $ 87,483 $ 88,140 $ 82,109 $ 82,330 $ 78,032
- ------------------------------------------------------------------------------------------------
* All share and per share amounts reflect the three-for-two common stock
split, effective January 2, 2002.
21
MIDDLESEX WATER COMPANY
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31,
2002 2001
=================================================================================================
UTILITY PLANT: Water Production $ 72,212,878 $ 69,636,415
Transmission and Distribution 158,412,075 145,409,761
General 18,618,211 20,797,621
Construction Work in Progress 6,619,767 3,890,406
----------------------------------------------------------------------------
TOTAL 255,862,931 239,734,203
Less Accumulated Depreciation 47,919,527 43,670,744
----------------------------------------------------------------------------
UTILITY PLANT - NET 207,943,404 196,063,459
----------------------------------------------------------------------------
NONUTILITY ASSETS - NET 3,424,492 2,996,119
=================================================================================================
CURRENT ASSETS: Cash and Cash Equivalents 2,937,894 4,534,384
Temporary Cash Investments - Restricted 6,146,699 9,210,283
Accounts Receivable 6,028,302 6,665,720
Unbilled Revenues 3,181,091 2,801,015
Materials and Supplies (at average cost) 1,190,337 1,027,920
Prepayments 815,392 869,693
----------------------------------------------------------------------------
TOTAL CURRENT ASSETS 20,299,715 25,109,015
=================================================================================================
DEFERRED CHARGES: Unamortized Debt Expense 3,239,364 2,873,976
Preliminary Survey and Investigation Charges 1,098,468 943,622
Regulatory Assets:
Income Taxes (Note 3) 6,287,873 6,038,474
Postretirement Costs (Note 7) 869,260 955,468
Other (Note 2) 1,441,656 1,393,540
----------------------------------------------------------------------------
TOTAL DEFERRED CHARGES 12,936,621 12,205,080
----------------------------------------------------------------------------
TOTAL $244,604,232 $236,373,673
----------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
22
CAPITALIZATION AND LIABILITIES
December 31,
2002 2001
====================================================================================================================
CAPITALIZATION Common Stock $ 53,314,169 $ 50,099,621
(See Accompanying Retained Earnings 23,187,076 22,190,691
Statements and Note 6): ------------------------------------------------------------------------------------
TOTAL COMMON EQUITY 76,501,245 72,290,312
------------------------------------------------------------------------------------
Cumulative Preferred Stock 4,063,062 4,063,062
Long-term Debt 87,483,382 88,140,459
------------------------------------------------------------------------------------
TOTAL CAPITALIZATION 168,047,689 164,493,833
====================================================================================================================
CURRENT Current Portion of Long-term Debt 639,427 358,836
LIABILITIES: Notes Payable 17,650,000 13,225,000
Accounts Payable 2,059,877 2,396,335
Taxes Accrued 5,898,751 6,330,877
Interest Accrued 1,614,278 1,813,896
Other 1,716,270 1,845,642
------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 29,578,603 25,970,586
====================================================================================================================
COMMITMENTS AND CONTINGENT LIABILITIES (Note 4)
====================================================================================================================
DEFERRED CREDITS: Customer Advances for Construction 10,881,815 10,789,513
Accumulated Deferred Investment Tax Credits (Note 3) 1,853,799 1,932,416
Accumulated Deferred Federal Income Taxes (Note 3) 13,241,901 12,716,171
Employee Benefit Plans (Note 7) 5,279,737 5,262,676
Other 814,897 1,084,590
------------------------------------------------------------------------------------
TOTAL DEFERRED CREDITS 32,072,149 31,785,366
------------------------------------------------------------------------------------
CONTRIBUTIONS IN AID OF CONSTRUCTION 14,905,791 14,123,888
------------------------------------------------------------------------------------
TOTAL $244,604,232 $236,373,673
------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
23
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
2002 2001 2000
===============================================================================================
OPERATING REVENUES $61,932,786 $59,638,145 $54,476,543
- -----------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Operations 29,918,921 29,020,790 27,713,224
Maintenance 2,847,209 2,718,589 2,555,237
Depreciation 4,963,268 5,051,399 4,700,934
Other Taxes 7,858,873 7,640,406 6,931,961
Federal Income Taxes 3,877,577 3,713,645 2,637,058
- -----------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 49,465,848 48,144,829 44,538,414
- -----------------------------------------------------------------------------------------------
OPERATING INCOME 12,466,938 11,493,316 9,938,129
===============================================================================================
OTHER INCOME:
Allowance for Funds Used During Construction 269,668 139,609 135,161
Other - Net 172,210 362,351 228,792
- -----------------------------------------------------------------------------------------------
TOTAL OTHER INCOME 441,878 501,960 363,953
- -----------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST CHARGES 12,908,816 11,995,276 10,302,082
===============================================================================================
INTEREST CHARGES:
Interest on Long-term Debt 4,627,819 4,521,084 4,555,379
Amortization of Debt Expense 156,869 140,604 139,320
Other Interest Expense 358,775 380,604 302,323
- -----------------------------------------------------------------------------------------------
TOTAL INTEREST CHARGES 5,143,463 5,042,292 4,997,022
- -----------------------------------------------------------------------------------------------
NET INCOME 7,765,353 6,952,984 5,305,060
- -----------------------------------------------------------------------------------------------
PREFERRED STOCK DIVIDEND REQUIREMENTS 254,786 254,786 254,786
- -----------------------------------------------------------------------------------------------
EARNINGS APPLICABLE TO COMMON STOCK $ 7,510,567 $ 6,698,198 $ 5,050,274
- -----------------------------------------------------------------------------------------------
EARNINGS AND DIVIDENDS PER SHARE OF COMMON STOCK:*
Earnings per Share (Note 6):
Basic $ 0.97 $ 0.88 $ 0.67
Diluted $ 0.97 $ 0.88 $ 0.67
Average Number of Shares Outstanding (Note 6):
Basic 7,710,226 7,598,181 7,533,222
Diluted 7,967,581 7,855,536 7,790,577
Dividends Paid per Share $ 0.845 $ 0.830 $ 0.817
- -----------------------------------------------------------------------------------------------
* All share and per share amounts reflect the three-for-two common stock
split, effective January 2, 2002.
See Notes to Consolidated Financial Statements
24
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF CAPITAL STOCK
AND LONG-TERM DEBT
December 31,
2002 2001
============================================================================================
Common Stock, No Par Value (Note 6):
Shares Authorized - 20,000,000
Shares Outstanding* - 2002 - 7,767,367 $ 53,866,250
2001 - 7,626,002 $ 50,663,701
Restricted Stock Plan (Note 7) (552,081) (564,080)
- --------------------------------------------------------------------------------------------
TOTAL COMMON STOCK 53,314,169 50,099,621
- --------------------------------------------------------------------------------------------
Cumulative Preference Stock, No Par Value:
Shares Authorized - 100,000
Shares Outstanding - None
Cumulative Preferred Stock, No Par Value (Note 6):
Shares Authorized - 140,497
Convertible:
Shares Outstanding, $7.00 Series - 14,881 1,562,505 1,562,505
Shares Outstanding, $8.00 Series - 12,000 1,398,857 1,398,857
Nonredeemable:
Shares Outstanding, $7.00 Series - 1,017 101,700 101,700
Shares Outstanding, $4.75 Series - 10,000 1,000,000 1,000,000
- --------------------------------------------------------------------------------------------
TOTAL CUMULATIVE PREFERRED STOCK 4,063,062 4,063,062
- --------------------------------------------------------------------------------------------
Long-term Debt (Note 6):
8.05%, Amortizing Secured Note, due December 20, 2021 3,203,401 3,264,536
4.22%, State Revolving Trust Note, due December 31, 2022 67,350 --
4.00%, State Revolving Trust Bond, due September 1, 2021 850,000 850,000
0.00%, State Revolving Fund Bond, due September 1, 2021 730,017 750,000
First Mortgage Bonds:
7.25%, Series R, due July 1, 2021 -- 6,000,000
5.20%, Series S, due October 1, 2022 12,000,000 12,000,000
5.25%, Series T, due October 1, 2023 6,500,000 6,500,000
6.40%, Series U, due February 1, 2009 15,000,000 15,000,000
5.25%, Series V, due February 1, 2029 10,000,000 10,000,000
5.35%, Series W, due February 1, 2038 23,000,000 23,000,000
0.00%, Series X, due September 1, 2018 862,088 917,363
4.25%, Series Y, due September 1, 2018 1,010,000 1,055,000
0.00%, Series Z, due September 1, 2019 1,907,568 2,022,396
5.25%, Series AA, due September 1, 2019 2,265,000 2,350,000
0.00%, Series BB, due September 1, 2021 2,287,385 2,350,000
4.00%, Series CC, due September 1, 2021 2,440,000 2,440,000
5.10%, Series DD, due January 1, 2032 6,000,000 --
- --------------------------------------------------------------------------------------------
SUBTOTAL LONG-TERM DEBT 88,122,809 88,499,295
- --------------------------------------------------------------------------------------------
Less: Current Portion of Long-term Debt (639,427) (358,836)
- --------------------------------------------------------------------------------------------
TOTAL LONG-TERM DEBT $ 87,483,382 $ 88,140,459
- --------------------------------------------------------------------------------------------
* Outstanding share amounts reflect the three-for-two common stock split,
effective January 2, 2002.
See Notes to Consolidated Financial Statements.
25
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
December 31,
2002 2001 2000
=========================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 7,765,353 $ 6,952,984 $ 5,305,060
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 4,963,267 5,303,536 4,944,701
Provision for Deferred Income Taxes 148,024 318,972 201,319
Allowance for Funds Used During Construction (269,668) (139,609) (135,161)
Changes in Assets and Liabilities:
Accounts Receivable 637,418 (1,382,924) 686,749
Accounts Payable (336,458) (42,327) (953,770)
Accrued Taxes (432,126) 280,555 691,584
Accrued Interest (199,618) 16,376 37,050
Unbilled Revenues (380,076) 168,028 (341,180)
Employee Benefit Plans 17,062 604,312 1,788
Other-Net (815,734) 253,579 (442,577)
- ---------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,097,444 12,333,482 9,995,563
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures* (16,489,095) (12,747,032) (13,639,291)
Notes Receivable -- 97,500 (40,500)
Preliminary Survey & Investigation Charges (154,846) (370,494) (100,841)
Other-Net 28,942 503,003 (854,691)
- ---------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (16,614,999) (12,517,023) (14,635,323)
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt (6,443,836) (215,859) (206,357)
Proceeds from Issuance of Long-term Debt 6,067,350 6,390,000 --
Short-term Bank Borrowings 4,425,000 7,175,000 4,050,000
Deferred Debt Issuance Expenses (510,818) (11,440) (41,617)
Temporary Cash Investments-Restricted 3,063,584 (6,390,622) 2,912,166
Proceeds from Issuance of Common Stock-Net 3,210,860 1,261,135 1,244,972
Payment of Common Dividends (6,510,494) (6,304,214) (6,149,411)
Payment of Preferred Dividends (254,786) (254,786) (254,786)
Construction Advances and Contributions-Net 874,205 571,557 412,175
- ---------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,921,065 2,220,771 1,967,142
- ---------------------------------------------------------------------------------------------------------
NET CHANGES IN CASH AND CASH EQUIVALENTS (1,596,490) 2,037,230 (2,672,618)
- ---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,534,384 2,497,154 5,169,772
- ---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,937,894 $ 4,534,384 $ 2,497,154
- ---------------------------------------------------------------------------------------------------------
*Excludes Allowance for Funds Used During Construction
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Year for:
Interest (net of amounts capitalized) $ 4,834,119 $ 4,780,209 $ 4,643,135
Income Taxes $ 4,237,000 $ 3,674,792 $ 1,981,450
- ---------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
26
MIDDLESEX WATER COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
December 31,
2002 2001 2000
- --------------------------------------------------------------------------------
BALANCE AT BEGINNING OF YEAR $22,190,691 $21,796,707 $22,895,844
NET INCOME 7,765,353 6,952,984 5,305,060
- --------------------------------------------------------------------------------
TOTAL 29,956,044 28,749,691 28,200,904
================================================================================
CASH DIVIDENDS:
Cumulative Preferred Stock 254,786 254,786 254,786
Common Stock 6,510,494 6,304,214 6,149,411
COMMON STOCK EXPENSES 3,688 -- --
- --------------------------------------------------------------------------------
TOTAL DEDUCTIONS 6,768,968 6,559,000 6,404,197
- --------------------------------------------------------------------------------
BALANCE AT END OF YEAR $23,187,076 $22,190,691 $21,796,707
- --------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
(a) Organization - Middlesex Water Company (Middlesex) is the parent company and
sole shareholder of Tidewater Utilities, Inc. (Tidewater), Pinelands Water
Company (Pinelands Water), Pinelands Wastewater Company (Pinelands Wastewater),
Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy)
Inc. (USA-PA) and Bayview Water Company (Bayview). Southern Shores Water
Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc., are
wholly-owned subsidiaries of Tidewater. The financial statements for Middlesex
and its wholly-owned subsidiaries (the Company) are reported on a consolidated
basis. All intercompany accounts and transactions have been eliminated.
(b) System of Accounts - Middlesex, Pinelands Water, Pinelands Wastewater and
Bayview maintain their accounts in accordance with the Uniform System of
Accounts prescribed by the Board of Public Utilities of the State of New Jersey
(BPU). Tidewater and Southern Shores maintain their accounts in accordance with
the Public Service Commission of Delaware (PSC) requirements.
(c) 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, 2002, there was no event or change in circumstance
that would indicate that the carrying amount of any long-lived asset was not
recoverable.
(d) 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, together with
removal costs, less salvage.
(e) Allowance for Funds Used During Construction (AFUDC) - Middlesex, Tidewater,
Pinelands Water, Pinelands Wastewater and Bayview capitalize AFUDC, which
represents the cost of financing projects during construction. AFUDC is added to
the construction costs of individual projects exceeding specific cost 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.
(f) Accounts Receivable - Provision for allowance for doubtful accounts at
December 31, 2002, 2001 and 2000 was $0.1 million. The corresponding expense and
deduction for December 31, 2002, 2001 and 2000 was $0.1 million, $0.2 million
and $0.1 million, respectively.
(g) Revenues from regulated activities are recorded as service is rendered and
include estimates for amounts unbilled at the end of the period for services
provided subsequent to the last billing cycle. Fixed service charges are billed
in advance by Tidewater and are recognized in revenue as the service is
provided. Bayview and Southern Shores are unmetered systems. Service charges are
billed in advance and are recognized in revenue as the service is provided.
Management contract fees are recorded as earned.
(h) Deferred Charges - Unamortized Debt Expense is amortized over the lives of
the related issues. As authorized by the BPU, acquisition adjustments, main
cleaning and lining costs, tank painting, and regulatory expenses are deferred
and amortized over 1.5 to 65-year periods. For expenses incurred in
28
connection with the 1999 and 2002 rate cases, Tidewater was authorized by the
PSC to defer and amortize rate case expenses over six years and three years
respectively.
(i) 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.
(j) 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.
(k) 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.
(l) The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended. This Statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. As the Company currently
does not engage in derivative financial instruments, the adoption of this
Statement on January 1, 2001, had no impact on the financial statements.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which
supersedes APB Opinion No. 16. SFAS No. 141 will require business combinations
entered into after June 30, 2001 to be accounted for using the purchase method
of accounting. Adoption of this Statement had no impact on the Company's
financial statements.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." Under SFAS No. 142, goodwill is considered a nonamortizable asset and
is subject to an annual review for impairment and an interim review when events
or circumstances occur. SFAS No. 142 is effective for all fiscal years beginning
after December 15, 2001. The adoption of SFAS No. 142 at January 1, 2002, had no
effect on the Company's financial statements. Discontinuation of amortization of
goodwill had an immaterial effect on the Company's financial statements.
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." Upon adoption of SFAS No. 143, the fair value of a liability for
an asset retirement obligation is required to be recorded. Upon settlement of
the liability, an entity either settles the obligation for its recorded amount
or incurs a gain or loss upon settlement. SFAS No.143 is effective for fiscal
years beginning after June 15, 2002. Adoption of this Statement will have no
impact on the Company's financial statements.
The FASB also issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which the Company has adopted on January 1, 2002. The
adoption of SFAS No. 144 did not have an effect on our financial statements.
(m) Certain prior year amounts have been reclassified to conform to the current
year reporting.
29
Note 2 - Rates and Revenues
Tidewater filed for a 24% base rate increase with the Delaware Public Service
Commission in January 2002. The primary reasons driving the need for rate relief
was the increase in the calculated rate base since the last rate case of $11.3
million or 88.8%, and higher operations and maintenance expenses, particularly
for water treatment and production. In accordance with PSC rules, an 8% interim
rate increase was implemented in April 2002. During 2002, numerous public and
evidentiary hearings were held where the Company was required to explain to its
customers and prove to the PSC the need for the significant rate relief. The
parties to the filing were able to resolve certain issues, including the amount
and justification for the large capital investment in utility plant. Other
matters ultimately came before the PSC Commissioners during January 2003. The
PSC determined that Tidewater was entitled to an additional 8.4% increase on top
of the 8% interim increase for a total of 16.4% or $1.1 million. Although the
increase was well below the requested amount, Tidewater is satisfied with the
process and the recognition received from the PSC that the Company has made
great strides to improve its water service and community image.
In the fall of 2002, the BPU approved a 76.7% base rate increase for the Bayview
Water Company. This translates into additional revenues of less than $0.1
million. Two-thirds of the increase is effective for January 1, 2003 and the
balance will be placed in effect in July 2003. The new rates are designed to
allow for the recovery of operating costs and capital costs incurred to replace
the entire water distribution system on Fortescue Island in Southern New Jersey.
Middlesex had operated this 300-customer system as an interim custodial receiver
from September 1997, until it was purchased on April 9, 2001.
The table below summarizes the most recent base rate increases:
Pinelands Pinelands Bayview Tidewater
Middlesex Water Wastewater Water Utilities
--------- --------- --------- ------- ---------
Date Approved June 6, 2001 August 6, 2001 August 6, 2001 January 1, 2003 February 1, 2003
Amount $3.3 million $0.1 million $0.1 million $0.1 million $1.1 million
% Increase 8.10% 26.92% 11.81% 76.7% 16.4%
Return on Equity 10.50% 10.50% 10.50% * 10.25%
Rate of Return 7.95% 9.10% 9.20% 3.11% 8.58%
Last Increase May 13, 1999 January 23, 1999 January 23, 1999 June 1, 1998 August 21, 2001
* Capital structure was set at 100% debt. Therefore, no return on equity was
determined.
Included in Other Deferred Charges are $1.7 million of deferred costs at
December 31, 2002, which Middlesex, Tidewater, Pinelands Water and Pinelands
Wastewater are recovering through rates over periods of 1.5 to 10 years. These
deferred costs have been excluded from their rate bases and, therefore, they are
not earning a return on the unamortized costs during the recovery periods.
Bayview, Pinelands Water and Pinelands Wastewater are recovering the acquisition
premium of $0.9 million over the remaining life of their Utility Plants. These
deferred costs have been included in their rate bases and are earning a return
on the unamortized costs during the recovery periods.
In 2001, Tidewater completed the PSC approved acquisition and assignment of all
of the membership interest in Sea Colony Water Company, LLC, a 2,200 customer
water system located in Sussex County, Delaware, for $2.1 million on August 24,
2001. Included in the approval was authorization to maintain the existing rate
tariff under which Sea Colony customers are billed for water service, which
allows for an
30
annual rate increase each year beginning in 2003 through 2006. The increase
cannot exceed the lesser of the regional Consumer Price Index or 3%. The name of
the entity was changed to Southern Shores Water Company.
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:
Years Ended December 31,
(Thousands of Dollars)
2002 2001 2000
- --------------------------------------------------------------------------------
Income Tax at Statutory Rate of 34% $ 3,959 $ 3,627 $ 2,700
Tax Effect of:
AFUDC (87) (47) (46)
Other 6 134 (17)
- --------------------------------------------------------------------------------
Total Income Tax Expense $ 3,878 $ 3,714 $ 2,637
- --------------------------------------------------------------------------------
Income tax expense is comprised of the following:
Current $ 3,730 $ 3,499 $ 2,554
Deferred:
Customer Advances 53 84 40
Accelerated Depreciation 403 550 519
Employee Benefit Plans (252) (359) (355)
Investment Tax Credit (79) (79) (79)
Other 23 19 (42)
- --------------------------------------------------------------------------------
Total Income Tax Expense $ 3,878 $ 3,714 $ 2,637
- --------------------------------------------------------------------------------
The statutory review period for income tax returns for the years prior to 1999
has been closed.
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:
Years Ended December 31,
(Thousands of Dollars)
2002 2001
- --------------------------------------------------------------------------------
Utility Plant Related $ 19,611 $ 19,014
Customer Advances (4,330) (4,481)
Employee Benefits (1,995) (1,810)
Other (44) (7)
- --------------------------------------------------------------------------------
Total Deferred Tax Liability $ 13,242 $ 12,716
- --------------------------------------------------------------------------------
The Company is required to set up deferred income taxes for all temporary
differences regardless of the regulatory ratemaking treatment. Because
management believes that it is probable that these additional taxes will be
passed on to ratepayers, an offsetting regulatory asset of $6.3 million has been
recorded.
31
Note 4 - Commitments and Contingent Liabilities
Service Agreement - USA-PA operates the City of Perth Amboy's water and
wastewater systems under a 20-year contract. The final year of the contract is
2018.
Perth Amboy has a population of 40,000 and has approximately 9,300 customers,
most of whom are served by both 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
a fixed fee and a variable fee based on increased system billing. Fixed fee
payments began at $6.4 million in the first year and will increase over the term
of the 20-year contract to $9.7 million. The agreement also requires USA-PA to
lease from Perth Amboy all of its employees who currently work on the Perth
Amboy water and wastewater systems. In connection with the agreement, Perth
Amboy, through the Middlesex County Improvement Authority, issued approximately
$68.0 million in three series of bonds. The Company guaranteed one of those
series of bonds in the principal amount of approximately $26.3 million. Perth
Amboy guaranteed the two other series of bonds.
In addition to 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 system. The subcontract provides for
the sharing of certain fixed and variable fees and operating expenses.
Franchise Agreement/Service Agreement - In 1999, Middlesex implemented a
franchise agreement with the City of South Amboy (South Amboy) to provide water
service and install water system facilities in South Amboy. The agreement
between Middlesex and South Amboy was approved by the BPU. The implementation of
the franchise agreement had significantly impacted two existing agreements
entered into by the parties.
The first agreement was for the sale of water to South Amboy on a wholesale
basis. The second agreement, which included Middlesex's wholly-owned subsidiary
USA, was a contract to provide management services for a fixed fee. In
conjunction with the franchise agreement, the water sales contract was
eliminated. In addition, the management services contract was extended through
May 2045 and significantly modified to correspond with the terms and conditions
of the franchise agreement. Certain advances made by USA to South Amboy at the
commencement of the management services contract have been forgiven in
consideration for the franchise agreement. Fixed fee revenues recognized under
the original contract have been eliminated in lieu of revenues earned from
providing water to South Amboy's 2,600 customers.
Water Supply - Middlesex has an agreement with the Elizabethtown Water Company
for the purchase of treated water. This agreement, which expires December 31,
2005, provides for the minimum purchase of 3 million gallons daily (mgd) of
treated water with provisions for additional purchases. The 2002, 2001 and 2000
costs under this agreement were $1.8 million, $1.7 million and $1.6 million,
respectively.
32
Middlesex also has an agreement with the New Jersey Water Supply Authority
(NJWSA), which expires November 1, 2013, and provides for the minimum purchase
of 20 mgd of untreated water from the Delaware and Raritan Canal and the Raritan
River. In addition, the Company has a supplemental one-year agreement for an
additional 10 mgd through April 30, 2003. This agreement is renewable on an
annual basis. The total costs under this agreement in each of 2002, 2001 and
2000 were $1.9 million.
Construction - The Company plans to spend approximately $30.5 million in 2003,
$27.1 million in 2004 and $16.8 million in 2005 on its construction program.
Litigation - A claim is pending against the Company for damages in excess of
$10.0 million involving the break of both a Company water line and an
underground electric power cable in close proximity to it. The power cable
contained both electric lines and petroleum based insulating fluid. The Company
is insured for damages except for damages resulting from pollution discharge,
which the Company is advised is approximately $0.2 million. Causation and
liability have not been established. Management is unable to determine the
outcome of the litigation and its impact on the financial conditions or results
of operations.
A claim is pending involving a construction subcontractor, the Company's general
contractor and the Company concerning a major construction project. The dispute
relates to work required to be performed under a construction contract and
related subcontracts and includes payment issues and timing/delay issues. The
matter was instituted in 2001 and is pending in Superior Court, Middlesex
County, New Jersey. The full amount at issue is not fully known at this stage of
the litigation. At this time, management is unable to determine the impact, if
any, on the financial statements.
Note 5 - Lines of Credit, Notes Payable and Restricted Cash
(Thousands of Dollars)
2002 2001 2000
- --------------------------------------------------------------------------------
Established Lines at Year-End $30,000 $28,000 $18,000
Maximum Amount Outstanding 17,650 13,225 6,050
Average Outstanding 14,400 8,800 3,900
Notes Payable at Year-End 17,650 13,225 6,050
Weighted Average Interest Rate 2.59% 4.76% 6.82%
The Board of Directors has authorized lines of credit for up to $30.0 million.
Short-term borrowings are below the prime rate with some requirements for
compensating balances not exceeding 1% of the line.
Restricted temporary cash investments at December 31, 2002, include $6.1 million
balance of proceeds from the Series Z, AA, BB, and CC First Mortgage Bonds and
State Revolving Trust and Fund Bonds issuances. These funds are held in trusts
and restricted for specific capital expenditures and debt service requirements.
Series Z, AA, BB, and CC proceeds can only be used for the 2002 through 2004
main cleaning and cement lining programs. The State Revolving Trust and Fund
Bond proceeds can only be used to fund the construction of the replacement water
system in Fortescue, New Jersey.
Note 6 - Capitalization
All the transactions discussed below related to the issuance or redemption of
securities were approved by the BPU, except where noted.
33
Common Stock
In October 2001, the Board of Directors approved a three-for-two common stock
split effective January 2, 2002, for shareholders of record on December 14,
2001. All average number and per share amounts of no par common stock on the
financial statements have been restated to reflect the effect of the stock
split.
The number of shares authorized under the Dividend Reinvestment and Common Stock
Purchase Plan (DRP) is 1,700,000 shares. The cumulative number of shares issued
under the DRP at December 31, 2002, is 1,089,831. During 2002, 2001 and 2000,
132,355 shares ($3.0 million), 37,917 shares ($1.1 million) and 47,945 shares
($1.3 million) of common stock were issued under DRP and the Restricted Stock
Plan, respectively. Under the Company's Restricted Stock Plan, 1,100 common
shares were returned and cancelled during 2002.
In January 2002, the Board of Directors approved a 5% discount on common stock
sold to participants of the Company's DRP between the period of March 1, 2002
and August 1, 2002. The offer was limited to the first 100,000 shares sold
during the discount period.
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, 2002, no
restrictions were placed on common dividends.
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,
2002 and 2001, 37,898 shares of preferred stock presently authorized were
outstanding. There were no dividends in arrears.
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 nine 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 market value of nine shares of the
Company's common stock for each share of convertible stock redeemed.
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 10.2855 shares of the Company's common stock. The preferred
shares are convertible at the election of the security holder until 2004. After
that date Middlesex also has the right to elect the conversion feature.
34
Long-term Debt
On November 8, 2001, the Company issued $2.350 million, designated as Series BB,
and $2.440 million, designated as Series CC, First Mortgage Bonds through the
New Jersey State Revolving Fund (SRF). Series BB has a zero interest cost, while
Series CC has a coupon rate that varies from 4.0% to 5.0%. The SRF Program,
which is administered by the New Jersey Environmental Infrastructure Trust,
evolved from the Federal Environmental Protection Agency's (EPA) regulations
issued under the Safe Drinking Water Act. Under this program, investor-owned
public water utilities can apply for construction loans, which are funded by the
participating state and the EPA through the State's environmental agency. In New
Jersey, initial project approval must be granted by the New Jersey Department of
Environmental Protection. Funds from the EPA, which can equal up to 50% of
construction costs, are loaned at a zero interest cost; the interest rate on the
state portion of the loan is based upon the prevailing market conditions at time
of issuance. Interest paid to the bondholders is exempt from federal and New
Jersey income taxes. However, the interest is subject to the Alternative Minimum
Tax. The proceeds of the bonds are being used to fund the 2003 and 2004 capital
project to clean and cement line previously unlined pipes and mains.
Bayview issued unsecured bonds guaranteed by Middlesex through the SRF Program
on November 8, 2001. Bayview borrowed $0.750 million of the zero interest cost
funds and $0.850 million with coupon rates from 4.0% to 5.0%. The proceeds from
this financing will be used to replace the entire water distribution and storage
facilities of the 300 customer system in Fortescue, New Jersey.
The aggregate annual maturities for the amortizing secured note and First
Mortgage Bonds issued under SRF for each of the next five years are as follows:
2003 - $0.6 million; 2004 - $0.6 million and 2005 - $0.7 million; and 2006 -
$0.7 million and 2007 - $0.7 million. All other First Mortgage Bonds are term
bonds with a single maturity date, which are listed in the Consolidated
Statements of Capital Stock and Long-Term Debt.
The weighted average interest rate on all long-term debt at December 31, 2002
and 2001 was 5.77% and 5.63%, respectively. Except for the Amortizing Secured
Note and Series U First Mortgage Bonds, all of the Company's outstanding debt
has been issued through the New Jersey Economic Development Authority ($57.5
million) and the SRF program ($12.4 million).
Substantially all of the Utility Plant of the Company is subject to the lien of
its mortgage, which also includes certain restrictions as to cash dividend
payments and other distributions on common stock.
35
Earnings Per Share
The following table presents the calculation of basic and diluted earnings per
share (EPS) for the three years ended December 31, 2002. Basic EPS are 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. All share and per share amounts reflect the three-for-two common
stock split, effective January 2, 2002.
(In Thousands Except per Share Amounts)
2002 2001 2000
Basic: Income Shares Income Shares Income Shares
- --------------------------------------------------------------------------------------------------------
Net Income $ 7,765 7,710 $ 6,953 7,598 $ 5,305 7,533
Preferred Dividend (255) (255) (255)
------------------------------------------------------------
Earnings Applicable to Common Stock $ 7,510 7,710 $ 6,698 7,598 $ 5,050 7,533
Basic EPS $ 0.97 $ 0.88 $ 0.67
Diluted:
- --------------------------------------------------------------------------------------------------------
Earnings Applicable to Common Stock $ 7,510 7,710 $ 6,698 7,598 $ 5,050 7,533
$7.00 Series Dividend 104 134 104 134 104 134
$8.00 Series Dividend 96 123 96 123 96 123
------------------------------------------------------------
Adj. Earnings Applicable to Common Stock $ 7,710 7,967 $ 6,898 7,855 $ 5,250 7,790
Diluted EPS $ 0.97 $ 0.88 $ 0.67
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, marketable securities, and trade
receivables and payables 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 first mortgage bonds is based on quoted market prices
for similar issues. At December 31, 2002 and 2001, the carrying amount and fair
market value of the Company's bonds were as follows:
(Thousands of Dollars)
2002 2001
Carrying Fair Carrying Fair
Amount Value Amount Value
- --------------------------------------------------------------------------------
First Mortgage Bonds $84,852 $87,308 $85,395 $85,603
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 at December 31, 2002 and 2001 was $3.3 million. Customer advances
for construction have a carrying amount of $10.9 million and $10.8 million at
December 31, 2002 and 2001, 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.
36
Note 7 - Employee Benefit Plans
Pension
The Company has a noncontributory defined benefit pension plan (Plan), which
covers substantially all employees with more than 1,000 hours of service. The
Company makes contributions to the Plan consistent with the funding requirements
of federal laws and regulations. Plan assets consist primarily of corporate
equities, cash equivalents and stock and bond funds. In addition, the Company
maintains an unfunded supplemental pension plan for its executives. The
Accumulated Benefit Obligation for that supplemental plan at December 31, 2002
was $2.2 million.
Postretirement Benefits Other Than Pensions
The Company has a postretirement benefit plan other than pensions for
substantially all of its retired employees. Coverage includes healthcare and
life insurance. Retiree contributions are dependent on credited years of
service. Accrued retirement benefit costs are recorded each year.
The Company has recognized a deferred regulatory asset relating to the
difference between the accrued retirement benefit costs and actual cash paid for
plan premiums in years prior to 1998. Included in the regulatory asset is a
transition obligation from adopting SFAS No.106 on January 1, 1993. In addition
to the recognition of annual accrued retirement benefit costs in rates,
Middlesex is also recovering the transition obligation over 15 years. The
regulatory assets at December 31, 2002 was $0.9 million and 2001 was $1.0
million.
The following table sets forth information relating to the Company's Pension
Plans and Other Postretirement Benefits.
37
(Thousands of Dollars)
Pension Benefits Other Benefits
2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------
Reconciliation of Benefit Obligation
Beginning Balance $ 18,471 $ 17,707 $ 6,415 $ 5,859
Service Cost 724 722 222 173
Interest Cost 1,300 1,282 463 426
Actuarial (Gain)/Loss 23 (395) 657 238
Benefits Paid (841) (845) (320) (281)
- -----------------------------------------------------------------------------------------------
Ending Balance $ 19,677 $ 18,471 $ 7,437 $ 6,415
- -----------------------------------------------------------------------------------------------
Reconciliation of Plan Assets at Fair Value
Beginning Balance $ 17,797 $ 18,498 $ 1,442 $ --
Actual Return on Plan Assets (1,671) 98 24 45
Employer Contributions 562 46 918 1,678
Benefits Paid (841) (845) (320) (281)
- -----------------------------------------------------------------------------------------------
Ending Balance $ 15,847 $ 17,797 $ 2,064 $ 1,442
- -----------------------------------------------------------------------------------------------
Funded Status $ (3,830) $ (674) $(5,373) $(4,973)
Unrecognized Net Transition Obligation -- 2 1,353 1,488
Unrecognized Net Actuarial (Gain)/Loss 521 (2,488) 2,416 1,769
Unrecognized Prior Service Cost 356 526 (4) (4)
- -----------------------------------------------------------------------------------------------
Accrued Benefit Cost $ (2,953) $ (2,634) $(1,608) $(1,720)
- -----------------------------------------------------------------------------------------------
2002 2001 2000 2002 2001 2000
- ----------------------------------------------------------------------------------------------------------
Components of Net Perioic Benefit Cost
Service Cost $ 724 $ 720 $ 678 $ 222 $ 173 $ 153
Interest Cost 1,300 1,324 1,249 463 426 417
Expected Return on Plan Assets (1,281) (1,448) (1,406) (125) (90) --
Amortization of Net Transition Obligation 2 14 14 135 135 135
Amortization of Net Actuarial (Gain)/Loss -- (148) (139) 111 76 69
Amortization of Prior Service Cost 92 111 111 0 0 (1)
- ----------------------------------------------------------------------------------------------------------
Net Periodic Benefit Cost $ 837 $ 573 $ 507 $ 806 $ 720 $ 773
- ----------------------------------------------------------------------------------------------------------
38
Pension Benefits Other Benefits
2002 2001 2000 2002 2001 2000
- ------------------------------------------------------------------------------------------------------
Weighted Average Assumptions
Discount Rate 6.75% 7.25% 7.75% 6.75% 7.25% 7.75%
Expected Return on Plan Assets 8.00% 8.00% 8.00% 7.50% 7.50% --
Actual Return on Plan Assets (9.47%) 0.54% 7.07% 1.38% 3.73% --
Rate of Compensation Increase 3.50% 4.25% 5.00% 3.50% 4.25% 5.00%
For measurement purposes, a 5.0% annual rate of increase in the per capita cost
of covered healthcare benefits was assumed for 2002 and all future years.
Assumed healthcare cost trend rates have a significant effect on the amounts
reported for the healthcare plan. A one-percentage point change in assumed
healthcare cost trend rates would have the following effects:
(Thousands of Dollars)
1 Percentage Point
Increase Decrease
- --------------------------------------------------------------------------------
Effect on Current Year's Benefit Expense $130 $(101)
Effect on Benefit Obligation 980 (782)
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 in 2002, 2001 and 2000 amounted to $0.2 million for each year.
Stock Based Compensation
The Company maintains a Restricted Stock Plan, under which 58,175 shares of the
Company's common stock are held in escrow by the Company for key employees. Such
stock is subject to an agreement requiring forfeiture by the employee in the
event of termination of employment within five years of the grant other than as
a result of retirement, death or disability.
The maximum number of shares authorized for grant under this plan is 240,000
shares. Compensation expense is determined by the market value of the stock on
the date of the award and is being amortized over a five-year period.
Compensation expense for each of the years ended December 31, 2002, 2001 and
2000 was $0.2 million.
As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," (SFAS
No. 123) the Company elected to account for its stock-based compensation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." Had compensation costs for the Company's restricted stock plan been
determined based on methodology prescribed in SFAS No. 123, there would have
been no effect on its results of operations or cash flows.
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
39
and fire protection customers in parts of New Jersey and Delaware. It also
operates a regulated wastewater system in New Jersey. The Company is subject to
regulations as to its rates, services and other matters by the states of New
Jersey and Delaware with respect to utility service within these states. The
other segment is nonregulated 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.
(Thousands of Dollars)
Twelve Months Ended December 31,
Operations by Segments: 2002 2001 2000
- -------------------------------------------------------------------------------
Revenues:
Regulated $ 54,398 $ 52,295 $ 47,634
Non - Regulated 7,576 7,379 6,879
Inter-segment Elimination (41) (36) (36)
- -------------------------------------------------------------------------------
Consolidated Revenues $ 61,933 $ 59,638 $ 54,477
- -------------------------------------------------------------------------------
Operating Income:
Regulated $ 12,032 $ 11,090 $ 9,525
Non - Regulated 435 403 413
Inter-segment Elimination -- -- --
- -------------------------------------------------------------------------------
Consolidated Operating Income $ 12,467 $ 11,493 $ 9,938
- -------------------------------------------------------------------------------
Depreciation/Amortization:
Regulated $ 4,925 $ 4,995 $ 4,646
Non - Regulated 38 56 55
Inter-segment Elimination -- -- --
- -------------------------------------------------------------------------------
Consolidated Depreciation/Amortization $ 4,963 $ 5,051 $ 4,701
- -------------------------------------------------------------------------------
Other Income:
Regulated $ 2,776 $ 1,773 $ 1,284
Non - Regulated 22 62 4
Inter-segment Elimination (2,356) (1,333) (924)
- -------------------------------------------------------------------------------
Consolidated Other Income $ 442 $ 502 $ 364
- -------------------------------------------------------------------------------
Interest Expense:
Regulated $ 6,283 $ 5,906 $ 5,646
Non - Regulated 54 56 56
Inter-segment Elimination (1,194) (920) (705)
- -------------------------------------------------------------------------------
Consolidated Interest Expense $ 5,144 $ 5,042 $ 4,997
- -------------------------------------------------------------------------------
Net Income:
Regulated $ 8,523 $ 6,957 $ 5,162
Non - Regulated 404 409 362
Inter-segment Elimination (1,162) (413) (219)
- -------------------------------------------------------------------------------
Consolidated Net Income $ 7,765 $ 6,953 $ 5,305
- -------------------------------------------------------------------------------
Capital Expenditures:
Regulated $ 16,060 $ 12,649 $ 13,065
Non - Regulated 429 98 574
Inter-segment Elimination -- -- --
- -------------------------------------------------------------------------------
Total Capital Expenditures $ 16,489 $ 12,747 $ 13,639
- -------------------------------------------------------------------------------
40
As of As of
December 31, December 31,
2002 2001
- --------------------------------------------------------------------------------
Assets:
Regulated $ 280,655 $ 264,601
Non - Regulated 4,093 3,858
Inter-segment Elimination (40,144) (32,085)
- --------------------------------------------------------------------------------
Consolidated Assets $ 244,604 $ 236,374
- --------------------------------------------------------------------------------
Note 9 - Quarterly Operating Results - Unaudited
Quarterly operating results for 2002 and 2001 are as follows:
(Thousands of Dollars Except per Share Data)
1st 2nd 3rd 4th
2002 Quarter Quarter Quarter Quarter Year
- --------------------------------------------------------------------------------------------
Operating Revenues $14,299 $15,525 $16,983 $15,126 $61,933
Operating Income 2,511 3,051 3,752 3,153 12,467
Net Income 1,277 1,889 2,572 2,027 7,765
Basic Earnings per Share* $ 0.16 $ 0.24 $ 0.32 $ 0.25 $ 0.97
Diluted Earnings per Share* 0.16 0.24 0.32 0.25 0.97
2001
- --------------------------------------------------------------------------------------------
Operating Revenues $13,144 $14,754 $16,065 $15,675 $59,638
Operating Income 2,072 2,807 3,532 3,082 11,493
Net Income 884 1,918 2,373 1,778 6,953
Basic Earnings per Share* $ 0.11 $ 0.24 $ 0.30 $ 0.23 $ 0.88
Diluted Earnings per Share* 0.11 0.24 0.30 0.23 0.88
* All per share amounts reflect the three-for-two common stock split
effective January 2, 2002.
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.
41
SIGNATURES
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.
Chairman of the Board and
Director /s/ J. Richard Tompkins/ 3/28/03
----------------------------- -------
J. Richard Tompkins Date
President and Director
Chief Executive Officer /s/ Dennis G. Sullivan/ 3/28/03
----------------------------- -------
Dennis G. Sullivan Date
Vice President and Controller
Chief Financial Officer /s/ A. Bruce O'Connor/ 3/28/03
----------------------------- -------
A. Bruce O'Connor Date
Director /s/ Annette Catino/ 3/28/03
----------------------------- -------
Annette Catino Date
Director /s/ John C. Cutting/ 3/28/03
----------------------------- -------
John C. Cutting Date
Director /s/ John R. Middleton/ 3/28/03
----------------------------- -------
John R. Middleton Date
Director /s/ John P. Mulkerin/ 3/28/03
----------------------------- -------
John P. Mulkerin Date
Director /s/ Stephen H. Mundy/ 3/28/03
----------------------------- -------
Stephen H. Mundy Date
Director /s/ Walter G. Reinhard/ 3/28/03
----------------------------- -------
Walter G. Reinhard Date
Director /s/ Jeffries Shein/ 3/28/03
----------------------------- -------
Jeffries Shein Date
42
CERTIFICATIONS
I, Dennis G. Sullivan, certify that:
1. I have reviewed this annual report on Form 10-K of Middlesex Water
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have;
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluations as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 28, 2003
/s/ Dennis G. Sullivan
----------------------------------------
Dennis G. Sullivan
Chief Executive Officer
43
I, A. Bruce O'Connor, certify that:
1. I have reviewed this annual report on Form 10-K of Middlesex Water
Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have;
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluations as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: March 28, 2003
/s/ A. Bruce O'Connor
----------------------------------------
A. Bruce O'Connor
Chief Financial Officer
44
I, Dennis G. Sullivan, hereby certify that, to the best of my knowledge, the
periodic report being filed herewith containing financial statements fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (16 U.S.C. 78m or 78o(d)) and that information contained in
said periodic report fairly presents, in all material respects, the financial
condition and results of operations of Middlesex Water Company for the period
covered by said periodic report.
/s/ Dennis G. Sullivan
----------------------------------------
Dennis G. Sullivan
Date: March 28, 2003 Chief Executive Officer
I, A. Bruce O'Connor, hereby certify that, to the best of my knowledge, the
periodic report being filed herewith containing financial statements fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (16 U.S.C. 78m or 78o(d)) and that information contained in
said periodic report fairly presents, in all material respects, the financial
condition and results of operations of Middlesex Water Company for the period
covered by said periodic report.
/s/ A. Bruce O'Connor
----------------------------------------
A. Bruce O'Connor
Chief Financial Officer
Date: March 28, 2003
45
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.
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. No.
- ------- -------------------- ------------ --------
3.1 Certificate of Incorporation of the Company, as amended, filed as
Exhibit 3.1 of 1998 Form 10-K.
3.2 Bylaws of the Company, as amended. 33-54922 3.2
4.1 Form of Common Stock Certificate. 2-55058 2(a)
4.2 Registration Statement, Form S-3, under Securities Act of 1933 filed
February 3, 1987, relating to the Dividend Reinvestment and Common
Stock Purchase Plan. 33-11717
4.3 Revised Prospectus relating to the Dividend Reinvestment and Common
Stock Purchase Plan, Submitted to the Securities and Exchange
Commission, January 20, 2000. 33-11717
4.4 Post Effective Amendments No. 7, Form S-3, under Securities Act of
1933 filed February 1, 2002, relating to the Dividend Reinvestment
and Common Stock Purchase Plan. 33-11717
10.1 Copy of Purchased Water Agreement between the Company and
Elizabethtown Water Company, filed as Exhibit 10.1 of 1996 Form
10-K.
10.2 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. 2-15795 4(a)-4(f)
10.3 Copy of Supplemental Indentures, dated as of July 1, 1964 and June
15, 1991, between the Company and Union County Trust Company, as
Trustee. 33-54922 10.4-10.9
10.4 Copy of Supply Agreement, dated as of November 17, 1986, between the
Company and the Old Bridge Municipal Utilities Authority. 33-31476 10.12
46
EXHIBIT INDEX
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. No.
- ------- -------------------- ------------ --------
10.5 Copy of Supply Agreement, dated as of July 14, 1987, between the
Company and the Marlboro Township Municipal Utilities Authority, as
amended. 33-31476 10.13
10.6 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.
10.7 Copy of Water Purchase Contract and Supplemental Agreement, dated
as of May 12, 1993, between the Company and the New Jersey Water
Supply Authority filed as Exhibit No. 10.12 of 1993 Form 10-K.
10.8 Copy of Treating and Pumping Agreement, dated April 9, 1984, between
the Company and the Township of East Brunswick. 33-31476 10.17
10.9 Copy of Supply Agreement, dated June 4, 1990, between the Company
and Edison Township. 33-54922 10.24
10.10 Copy of Supply Agreement, between the Company and the Borough of
Highland Park, filed as Exhibit No. 10.15 of 1996 Form 10-K.
10.11 Copy of Supplemental Executive Retirement Plan, filed as Exhibit
10.13 of 1999 Third Quarter Form 10-Q. 33-31476 10.21
10.12 Copy of 1989 Restricted Stock Plan, filed as Appendix B to the
Company's Definitive Proxy Statement, dated and filed April 25,
1997. 33-31476 10.22
10.13(a) Employment Agreement between Middlesex Water Company and J. Richard
Tompkins, filed as Exhibit 10.15(a) of 1999 Third Quarter Form 10-Q.
10.13(b) Employment Agreement between Middlesex Water Company and Walter J.
Brady, filed as Exhibit 10.15(b) of 1999 Third Quarter Form 10-Q.
47
EXHIBIT INDEX
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. No.
- ------- -------------------- ------------ --------
10.13(c) Employment Agreement between Middlesex Water Company and A. Bruce
O'Connor, filed as Exhibit 10.15(c) of 1999 Third Quarter Form 10-Q.
10.13(d) Employment Agreement between Middlesex Water Company and Marion F.
Reynolds, Filed as Exhibit 10.15(d) of 1999 Third Quarter Form 10-Q.
10.13(e) Employment Agreement between Middlesex Water Company and Dennis G.
Sullivan, filed as Exhibit 10.15(f) of 1999 Third Quarter Form 10-Q.
10.13(f) Employment Agreement between Middlesex Water Company and Ronald F.
Williams, filed as Exhibit 10.15(g) of 1999 Third Quarter Form 10-Q.
10.14 Copy of Transmission Agreement, dated October 16, 1992, between the
Company and the Township of East Brunswick. 33-54922 10.23
10.15 Copy of Supplemental Indentures, dated September 1, 1993, (Series S
& T) and January 1, 1994, (Series U & V), between the Company and
United Counties Trust Company, as Trustee, filed as Exhibit No.
10.22 of 1993 Form 10-K.
10.16 Copy of Trust Indentures, dated September 1, 1993, (Series S & T)
and January 1, 1994, (Series V), between the New Jersey Economic
Development Authority and First Fidelity Bank (Series S & T), as
Trustee, and Midlantic National Bank (Series V), as Trustee, filed
as Exhibit No. 10.23 of 1993 Form 10-K.
10.17 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
and Middlesex Water Company (Series X), filed as Exhibit No. 10.22
of the 1998 Third Quarter Form 10-Q.
48
EXHIBIT INDEX
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. No.
- ------- -------------------- ------------ --------
10.18 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.
10.19 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. 333-66727 10.24
10.20 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.
10.21 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.
10.22 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).
10.23 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)
10.24 Copy of Supplemental Indenture dated January 15, 2002 between
Middlesex Water Company and First Union National Bank, as Trustee
and copy of Loan Agreement dated January 1, 2002 between the New
Jersey Economic Development Authority and Middlesex Water Company
(Series DD)
10.25 Copy of Supplemental Indenture dated March 1, 1998 between Middlesex
Water Company and First Union National Bank, as Trustee. Copy of
Trust Indenture dated March 1, 1998 between the New Jersey Economic
Development Authority and PNC BAnk, National Association, as Trustee
(Series W), filed as Exhibit No. 10.21 of the 1998 Third Quarter
Form 10-Q.
*23 Independent Auditors' Consent.
49
EXHIBIT 23
Independent Auditors' Consent
We consent to the incorporation by reference in Registration Statement No.
33-11717 of Middlesex Water Company on Form S-3 of our report dated February 28,
2003, appearing in this Annual Report on Form 10-K of Middlesex Water Company
for the year ended December 31, 2002.
/s/ DELOITTE & TOUCHE LLP/
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 28, 2003