Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

OR

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

For the transition period from  _____  to  _____

Commission file number 000-18516

Title of each class
Trading Symbol (s)
Name of each exchange on which registered

 
GRAPHIC
 

ARTESIAN RESOURCES CORPORATION
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware
51-0002090
--------------------------------------------------------------------
-------------------------------------------------
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)

664 Churchmans Road, Newark, Delaware 19702
------------------------------------------------------------------
Address of principal executive offices

(302) 453 – 6900
-----------------------------------------------------------
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
Common Stock
ARTNA
The Nasdaq Stock Market


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
□
No
 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑
Yes
□
No
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.


Large Accelerated Filer □
Accelerated Filer ☐
Non-accelerated Filer ☑
Smaller Reporting Company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ).

☐
Yes
☑
No
 

As of November 3, 2021, 8,524,837 shares of Class A Non-Voting Common Stock and 881,452 shares of Class B Common Stock were outstanding.


Table of Contents


TABLE OF CONTENTS

ARTESIAN RESOURCES CORPORATION
FORM 10-Q

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Page(s)
         
     
3
         
     
4
         
     
5 - 6
         
     
7 - 8
         
     
  9 - 22
         
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23 - 31
         
Item 3 
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31
         
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31
         
      Part II
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     Other Information
 
32
         
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32
         
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32
         
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32
         
   
32
         
   
32
         
 
     Other Information
 
32
         
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33
         
   Signatures
       


2
Table of Contents


PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS

ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)

ASSETS
 
September 30, 2021
   
December 31, 2020
 
Utility plant, at original cost (less accumulated depreciation 2021 - $ 156,620; and 2020 - $147,469)
 
$
581,565
   
$
559,561
 
Current assets
               
Cash and cash equivalents
   
610
     
28
 
Accounts receivable (less allowance for doubtful accounts 2021 - $590; 2020 - $862)
   
9,592
     
10,162
 
Income tax receivable
   
60
     
629
 
Unbilled operating revenues
   
1,659
     
1,166
 
Materials and supplies
   
1,666
     
1,535
 
Prepaid property taxes
   
3,194
     
1,891
 
Prepaid expenses and other
   
2,421
     
2,208
 
Total current assets
   
19,202
     
17,619
 
Other assets
               
Non-utility property (less accumulated depreciation - 2021 - $921; 2020 - $865)
   
3,742
     
3,796
 
Other deferred assets
   
5,053
     
5,309
 
   Operating lease right of use assets
   
444
     
460
 
Total other assets
   
9,239
     
9,565
 
Regulatory assets, net
   
6,437
     
6,473
 
Total Assets
 
$
616,443
   
$
593,218
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Stockholders' equity
               
Common stock
 
$
9,406
   
$
9,357
 
Preferred stock
   
—
     
—
 
Additional paid-in capital
   
104,689
     
103,463
 
Retained earnings
   
60,547
     
56,606
 
Total stockholders' equity
   
174,642
     
169,426
 
Long-term debt, net of current portion
   
143,327
     
142,333
 
     
317,969
     
311,759
 
Current liabilities
               
Lines of credit
   
27,607
     
26,813
 
Current portion of long-term debt
   
1,536
     
1,757
 
Accounts payable
   
5,265
     
6,341
 
Accrued expenses
   
3,685
     
4,283
 
Dividends payable
   
2,516
     
—
 
Overdraft payable
   
433
     
105
 
Accrued interest
   
1,352
     
930
 
Income taxes payable
   
1,688
     
28
 
Customer and other deposits
   
2,310
     
2,064
 
Other
   
1,606
     
1,403
 
Total current liabilities
   
47,998
     
43,724
 
                 
Commitments and contingencies
   
     
 
                 
Deferred credits and other liabilities
               
Net advances for construction
   
4,606
     
4,578
 
Operating lease liabilities
   
427
     
432
 
Regulatory liabilities
   
21,361
     
21,681
 
Deferred investment tax credits
   
460
     
473
 
Deferred income taxes
   
47,900
     
50,313
 
Total deferred credits and other liabilities
   
74,754
     
77,477
 
                 
Net contributions in aid of construction
   
175,722
     
160,258
 
Total Liabilities and Stockholders’ Equity
 
$
616,443
   
$
593,218
 
See notes to the condensed consolidated financial statements.

3


ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands, except per share amounts)

 
For the Three Months Ended September 30,
   
For the Nine Months Ended September 30,
 
             
   
2021
   
2020
   
2021
   
2020
 
Operating revenues
                       
Water sales
 
$
21,279
   
$
21,362
   
$
59,187
   
$
58,178
 
Other utility operating revenue
   
2,245
     
2,080
     
4,818
     
4,416
 
Non-utility operating revenue
   
1,463
     
1,295
     
4,279
     
3,796
 
Total Operating Revenues
   
24,987
     
24,737
     
68,284
     
66,390
 
                                 
Operating expenses
                               
Utility operating expenses
   
10,957
     
10,947
     
30,307
     
29,541
 
Non-utility operating expenses
   
979
     
926
     
2,756
     
2,387
 
Depreciation and amortization
   
2,969
     
2,835
     
8,958
     
8,280
 
State and federal income taxes
   
1,784
     
1,784
     
4,677
     
4,680
 
Property and other taxes
   
1,400
     
1,376
     
4,160
     
4,048
 
Total Operating Expenses
   
18,089
     
17,868
     
50,858
     
48,936
 
                                 
Operating income
   
6,898
     
6,869
     
17,426
     
17,454
 
                                 
Other income, net
                               
   Allowance for funds used during construction (AFUDC)
   
112
     
155
     
727
     
917
 
 Miscellaneous (expense) income
   
(44
)
   
(53
)
   
1,299
     
1,022
 
                                 
Income before interest charges
   
6,966
     
6,971
     
19,452
     
19,393
 
                                 
Interest charges
   
1,910
     
1,908
     
5,685
     
5,690
 
                                 
Net income applicable to common stock
 
$
5,056
   
$
5,063
   
$
13,767
   
$
13,703
 
                                 
Income per common share:
                               
Basic
 
$
0.54
   
$
0.54
   
$
1.47
   
$
1.47
 
Diluted
 
$
0.54
   
$
0.54
   
$
1.46
   
$
1.46
 
                                 
Weighted average common shares outstanding:
                               
Basic
   
9,404
     
9,338
     
9,389
     
9,320
 
Diluted
   
9,432
     
9,377
     
9,421
     
9,363
 
                                 
Cash dividends per share of common stock
 
$
0.2610
   
$
0.2496
   
$
0.7791
   
$
0.7488
 

See notes to the condensed consolidated financial statements.

4


ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)

 
For the Nine Months
Ended September 30,
 
   
2021
   
2020
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
 
$
13,767
   
$
13,703
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
8,958
     
8,280
 
Deferred income taxes, net
   
(2,426
)
   
(1,861
)
Stock compensation
   
142
     
134
 
AFUDC, equity portion
   
(491
)
   
(612
)
                 
Changes in assets and liabilities:
               
Accounts receivable, net of allowance for doubtful accounts
   
570
     
(2,264
)
Income tax receivable
   
569
     
(333
)
Unbilled operating revenues
   
(493
)
   
(389
)
Materials and supplies
   
(131
)
   
(227
)
State and federal income taxes payable
   
1,660
     
318
 
Prepaid property taxes
   
(1,303
)
   
(872
)
Prepaid expenses and other
   
(213
)
   
93
 
Other deferred assets
   
(393
)
   
(419
)
Regulatory assets
   
14
     
275
 
Regulatory liabilities
   
(426
)
   
(478
)
Accounts payable
   
(1,076
)
   
(3,814
)
Accrued expenses
   
(598
)
   
1,385
 
Accrued interest
   
422
     
527
 
Deposits and other
   
459
     
852
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
   
19,011
     
14,298
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Capital expenditures (net of AFUDC, equity portion)
   
(29,703
)
   
(25,961
)
Investment in acquisitions
   
—
     
(5,741
)
Proceeds from sale of assets
   
88
     
35
 
NET CASH USED IN INVESTING ACTIVITIES
   
(29,615
)
   
(31,667
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net borrowings under lines of credit agreements
   
794
     
12,578
 
Increase in overdraft payable
   
328
     
3,667
 
Net advances and contributions in aid of construction
   
13,946
     
8,050
 
Net proceeds from issuance of common stock
   
1,133
     
1,125
 
Issuance of long-term debt
   
3,753
     
—
 
Dividends paid
   
(7,310
)
   
(6,974
)
Debt issuance costs
   
(19
)
   
(28
)
Principal repayments of long-term debt
   
(1,439
)
   
(1,396
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
11,186
     
17,022
 
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
582
     
(347
)
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
   
28
     
596
 
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
610
   
$
249
 
                 
Non-cash Investing and Financing Activity:
               
Utility plant received as construction advances and contributions
 
$
2,799
   
$
1,191
 
Dividends declared but not paid
   
2,516
     
2,402
 
                 
Supplemental Disclosures of Cash Flow Information:
               
Interest paid
 
$
5,263
   
$
5,163
 
Income taxes paid
 
$
5,179
   
$
6,881
 
                 
Purchase price of allocation of investment in acquisitions:
               
Utility plant
 
$
—
   
$
5,118
 
Other deferred assets/goodwill
   
—
     
623
 
Total investment in acquisitions
 
$
—
   
$
5,741
 

See notes to the condensed consolidated financial statements.
5



ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Unaudited
(In thousands)

 
 
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
   
Common Shares Outstanding Class B Voting (2)
   
$1 Par Value Class A Non-Voting
   
$1 Par Value Class B Voting
   
Additional Paid-in Capital
   
Retained Earnings
   
Total
 
 
                                         
Balance as of December 31, 2019
   
8,410
     
882
   
$
8,410
   
$
882
   
$
101,811
   
$
49,165
   
$
160,268
 
Net income
   
—
     
—
     
—
     
—
     
—
     
4,074
     
4,074
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(2,319
)
   
(2,319
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
3
     
—
     
3
     
—
     
105
     
—
     
108
 
Employee stock options and awards(4)
   
5
     
—
     
5
     
—
     
129
     
—
     
134
 
Employee Retirement Plan(3)
   
2
     
—
     
2
     
—
     
87
     
—
     
89
 
Balance as of March 31, 2020
   
8,420
     
882
     
8,420
     
882
     
102,132
     
50,920
     
162,354
 
Net income
   
—
     
—
     
—
     
—
     
—
     
4,566
     
4,566
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(4,655
)
   
(4,655
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
3
     
—
     
3
     
—
     
87
     
—
     
90
 
Employee stock options and awards(4)
   
24
     
—
     
24
     
—
     
399
     
—
     
423
 
Employee Retirement Plan(3)
   
4
     
—
     
4
     
—
     
128
     
—
     
132
 
Balance as of June 30, 2020
   
8,451
     
882
     
8,451
     
882
     
102,746
     
50,831
     
162,910
 
Net income
   
—
     
—
     
—
     
—
     
—
     
5,063
     
5,063
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(2,402
)
   
(2,402
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
2
     
—
     
2
     
—
     
88
     
—
     
90
 
Employee stock options and awards(4)
   
1
     
—
     
1
     
—
     
45
     
—
     
46
 
Employee Retirement Plan(3)
   
4
     
—
     
4
     
—
     
143
     
—
     
147
 
Balance as of September 30, 2020
   
8,458
     
882
     
8,458
     
882
     
103,022
     
53,492
     
165,854
 

 
 
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
   
Common Shares Outstanding Class B Voting (2)
   
$1 Par Value Class A Non-Voting
   
$1 Par Value Class B Voting
   
Additional Paid-in Capital
   
Retained Earnings
   
Total
 
 
                                         
Balance as of December 31, 2020
   
8,475
     
882
   
$
8,475
   
$
882
   
$
103,463
   
$
56,606
   
$
169,426
 
Net income
   
—
     
—
     
—
     
—
     
—
     
4,206
     
4,206
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(2,406
)
   
(2,406
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
3
     
—
     
3
     
—
     
95
     
—
     
98
 
Employee stock options and awards(4)
   
22
     
—
     
22
     
—
     
438
     
—
     
460
 
Employee Retirement Plan(3)
   
2
     
—
     
2
     
—
     
84
     
—
     
86
 
Balance as of March 31, 2021
   
8,502
     
882
     
8,502
     
882
     
104,080
     
58,406
     
171,870
 
Net income
   
—
     
—
     
—
     
—
     
—
     
4,505
     
4,505
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(4,904
)
   
(4,904
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
2
     
—
     
2
     
—
     
103
     
—
     
105
 
Employee stock options and awards(4)
   
11
     
—
     
11
     
—
     
165
     
—
     
176
 
Employee Retirement Plan(3)
   
3
     
—
     
3
     
—
     
105
     
—
     
108
 
Balance as of June 30, 2021
   
8,518
     
882
     
8,518
     
882
     
104,453
     
58,007
     
171,860
 
Net income
   
—
     
—
     
—
     
—
     
—
     
5,056
     
5,056
 
Cash dividends declared
                                                       
Common stock
   
—
     
—
     
—
     
—
     
—
     
(2,516
)
   
(2,516
)
Issuance of common stock
                                                       
Dividend reinvestment plan
   
3
     
—
     
3
     
—
     
94
     
—
     
97
 
Employee stock options and awards(4)
   
1
     
—
     
1
     
—
     
49
     
—
     
50
 
Employee Retirement Plan(3)
   
2
     
—
     
2
     
—
     
93
     
—
     
95
 
Balance as of September 30, 2021
   
8,524
     
882
     
8,524
     
882
     
104,689
     
60,547
     
174,642
 

(1)
At September 30, 2021 and September 30, 2020, Class A Common Stock had 15,000,000 shares authorized.  For the same periods, shares issued, inclusive of treasury shares, were 8,553,070 and 8,487,604, respectively.
(2)
At September 30, 2021 and September 30, 2020, Class B Common Stock had 1,040,000 shares authorized and 881,452 shares issued.
(3)
Artesian Resources Corporation registered 200,000 shares of Class A Common Stock, subsequently adjusted for stock splits, available for purchase through the Artesian Retirement Plan and the Artesian Supplemental Retirement Plan.
(4)
Under the Equity Compensation Plan, effective December 9, 2015, or the 2015 Plan, Artesian Resources Corporation authorized up to 331,500 shares of Class A Common Stock for issuance of grants in the form of stock options, stock units, dividend equivalents and other stock-based awards, subject to adjustment in certain circumstances as discussed in the 2015 Plan. Includes stock compensation expense for September 30, 2021, and September 30, 2020, see Note 5-Stock Compensation Plans.

See notes to the condensed consolidated financial statements

6




NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – GENERAL

Artesian Resources Corporation, or Artesian Resources, includes income from the earnings of our eight wholly owned subsidiaries. The terms "we", "our", "Artesian" and the "Company" as used herein refer to Artesian Resources and its subsidiaries.

DELAWARE REGULATED SUBSIDIARIES

Artesian Water Company, Inc., or Artesian Water, our principal subsidiary, is the oldest and largest public water utility in the State of Delaware and has been providing water service within the state since 1905.  Artesian Water distributes and sells water to residential, commercial, industrial, governmental, municipal and utility customers throughout the State of Delaware.  In addition, Artesian Water provides services to other water utilities, including operations and billing functions, and has contract operation agreements with private and municipal water providers.  Artesian Water also provides water for public and private fire protection to customers in our service territories.

Artesian Wastewater Management, Inc., or Artesian Wastewater, is a regulated entity that owns wastewater collection and treatment infrastructure and provides wastewater services to customers in Delaware as a regulated public wastewater service company.  Artesian Wastewater owns and operates four wastewater treatment facilities, which are permitted to treat approximately 500,000 gallons per day.  Artesian Wastewater and Sussex County, a political subdivision of Delaware, provide reciprocal services to address the periodic need of each for additional wastewater treatment and disposal capacity in certain service areas within Sussex County. There are numerous locations in Sussex County where Artesian Wastewater’s and Sussex County’s facilities are capable of being connected or integrated to allow for the movement and disposal of wastewater generated by one or the other’s system in a manner that most efficiently and cost effectively manages wastewater transmission, treatment and disposal.  Artesian Wastewater received an operations permit in March 2020 for a disposal facility that includes a 90 million gallon storage lagoon and spray irrigation to agricultural land.  This facility will be used to provide treated process wastewater disposal services for an industrial customer at a rate of approximately 1.5 million gallons per day. We began operating this facility in late June 2021, shortly after the industrial customer received its process wastewater treatment operating permit. In addition, in August 2021, Artesian Wastewater entered into an agreement to acquire Tidewater Environmental Services, Inc., or TESI.  TESI currently provides wastewater services to approximately 3,600 customers in Sussex County, Delaware.  This agreement is discussed further in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations: Strategic Direction” section of this Form 10-Q.

MARYLAND REGULATED SUBSIDIARIES

Artesian Water Maryland, Inc., or Artesian Water Maryland, began operations in August 2007. Artesian Water Maryland distributes and sells water to residential, commercial, industrial and municipal customers in Cecil County, Maryland.

Artesian Wastewater Maryland, Inc., or Artesian Wastewater Maryland, was incorporated on June 3, 2008 and is able to provide regulated wastewater services to customers in the State of Maryland.  It is currently not providing these services in Maryland.

PENNSYLVANIA REGULATED SUBSIDIARY

Artesian Water Pennsylvania, Inc., or Artesian Water Pennsylvania, began operations in 2002.  It provides water service to a residential community in Chester County, Pennsylvania.


OTHER SUBSIDIARIES

Our three other subsidiaries, none of which are regulated, are Artesian Utility Development, Inc., or Artesian Utility, Artesian Development Corporation, or Artesian Development, and Artesian Storm Water Services, Inc., or Artesian Storm Water.

Artesian Utility was formed in 1996 and designs and builds water and wastewater infrastructure and provides contract water and wastewater operation services on the Delmarva Peninsula to private, municipal and governmental institutions.  Artesian Utility also evaluates land parcels, provides recommendations to developers on the size of water or wastewater facilities and the type of technology that should be used for treatment at such facilities, and operates water and wastewater facilities in Delaware for municipal and governmental agencies.  Artesian Utility also contracts with developers and government agencies for design and construction of wastewater infrastructure within the Delmarva Peninsula.  In addition, as further discussed below, Artesian Utility operates the Water Service Line Protection Plan, or WSLP Plan, the Sewer Service Line Protection Plan, or SSLP Plan, and the Internal Service Line Protection Plan, or ISLP Plan.
7

Artesian Utility currently operates wastewater treatment facilities for the town of Middletown, in southern New Castle County, Delaware, or Middletown, under a 20-year contract that expires in July 2039.  The Company has been operating these facilities, which currently include two wastewater treatment stations with a combined capacity of up to approximately 2.8 million gallons per day, or mgd, and the related wastewater disposal facilities, since 1998.  The wastewater treatment facilities in Middletown provide reclaimed wastewater for use in spray irrigation on public and agricultural lands in the area.

Artesian Utility also offers three protection plans to customers, the WSLP Plan, the SSLP Plan, and the ISLP Plan. The WSLP Plan covers all parts, material and labor required to repair or replace participating customers' leaking water service lines up to an annual limit. The SSLP Plan covers all parts, material and labor required to repair or replace participating customers' leaking or clogged sewer lines up to an annual limit.  The ISLP Plan enhances available coverage to include water and wastewater lines within customers' residences.

Artesian Development is a real estate holding company that owns properties, including land approved for office buildings, a water treatment plant and wastewater facility, as well as property for current operations, including an office facility in Sussex County, Delaware.  The facility consists of approximately 10,000 square feet of office space along with nearly 10,000 square feet of warehouse space.

Artesian Storm Water, incorporated on January 17, 2017, was formed to provide design, installation, maintenance and repair services related to existing or proposed storm water management systems in Delaware and the surrounding areas.  The ability to offer storm water services will complement the primary water and wastewater services that we provide.


NOTE 2 – BASIS OF PRESENTATION

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for Form 10-Q.  Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.  Accordingly, these condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes in the Company's annual report on Form 10-K for fiscal year 2020 as filed with the SEC on March 12, 2021.

The condensed consolidated financial statements include the accounts of Artesian Resources Corporation and its wholly owned subsidiaries, including its principal operating company, Artesian Water.  In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments (unless otherwise noted) necessary to present fairly the Company's balance sheet position as of September 30, 2021, the results of its operations for the three and nine months periods ended September 30, 2021 and September 30, 2020, its cash flows for the nine month periods ended September 30, 2021 and September 30, 2020 and the changes in stockholders’ equity for the three and nine months periods ended September 30, 2021 and September 30, 2020.  The December 31, 2020 Condensed Consolidated Balance Sheet was derived from the Company’s December 31, 2020 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements.

The results of operations for the interim periods presented are not necessarily indicative of the results for the full year or for future periods.

Use of Estimates

Management has made certain estimates and assumptions regarding credit losses and reserves for bad debt related to the executive orders issued by state government agencies in 2020 that required utility companies to temporarily prohibit late fees and service disconnections for non-payment.  Management will continue to review these estimates and assumptions for credit losses and reserve for bad debt, and will make adjustments as applicable.

Reclassification

Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements.  These reclassifications had no effect on net income or stockholders' equity.
9


NOTE 3 – REVENUE RECOGNITION

Background

Artesian’s operating revenues are primarily attributable to contract services based upon tariff rates approved by the  Delaware Public Service Commission, or DEPSC, the Maryland Public Service Commission, or MDPSC, and the Pennsylvania Public Utility Commission, or PAPUC.  Tariff contract service revenues consist of water consumption, industrial wastewater services, fixed fees for water and wastewater services including customer and fire protection fees, service charges and Distribution System Improvement Charges, or DSIC, billed to customers at rates outlined in our tariffs that represent stand-alone selling prices.  Our non-tariff contract revenues consist of Service Line Protection Plan, or SLP Plan, fees, water and wastewater contract operations, design and installation contract services, and wastewater inspection fees.  Other operating revenue primarily consists of developer guarantee contributions for wastewater and rental income for antenna contracts.

Tariff Contract Revenues

Artesian generates revenue from the sale of water to customers in Delaware, Cecil County, Maryland, and Southern Chester County, Pennsylvania once a customer requests service in our territory.  We recognize water consumption revenue at tariff rates on a cycle basis for the volume of water transferred to customers based upon meter readings for actual gallons of water consumed as well as unbilled amounts for estimated usage from the date of the last meter reading to the end of the accounting period.  As actual usage amounts are known based on recurring meter readings, adjustments are made to the unbilled estimates in the next billing cycle based on the actual results.  Estimates are made on an individual customer basis, based on one of three methods: the previous year’s consumption in the same period, the previous billing period’s consumption, or averaging. While actual usage for individual customers may differ materially from the estimate based on management judgments described above, we believe the overall total estimate of consumption and revenue for the fiscal period will not differ materially from actual billed consumption.  The majority of our water customers are billed for water consumed on a monthly basis, while the remaining customers are billed on a quarterly basis.  As a result, we record unbilled operating revenue (contract asset) for any estimated usage through the end of the accounting period that will be billed in the next monthly or quarterly billing cycle.

Artesian generates revenue from industrial wastewater services provided to a customer in Sussex County, Delaware.  We recognize industrial wastewater service revenue at a contract rate on a monthly basis for the volume of wastewater transferred to Artesian’s wastewater facilities based upon meter readings for actual gallons of wastewater transferred.  These services are invoiced at the end of every month based on the actual meter readings for that month, and therefore there is no contract asset or liability associated with this revenue.  The contract also provides for a minimum required volume of wastewater flow to our facility.  At each year end, any shortfall of the actual volume from the required minimum volume is billed to the industrial customer and recorded as revenue.  Additionally, if during the course of the year it is probable that the actual volume will not meet the minimum required volume, estimated revenue amounts would be recorded for the pro rata minimum volume, constrained for potential flow capacity that could occur in the remainder of the year.  Pursuant to a settlement agreement, for the calendar year 2021 only, the minimum required volume will be prorated on a seven month basis beginning June 1, 2021 and ending December 31, 2021.
10

Artesian generates fixed fee revenue for water and wastewater services provided to customers once a customer requests service in our territory.  Our wastewater territory is located in Sussex County, Delaware.  We recognize revenue from these services on a ratable basis over time as the customer simultaneously receives and consumes all the benefits of the Company remaining ready to provide them water and wastewater service.  These contract services are billed in advance at tariff rates on a monthly, quarterly or semi-annual basis.  As a result, we record deferred revenue (contract liability) and accounts receivable for any amounts for which we have a right to invoice but for which services have not been provided.  This deferred revenue is netted with unbilled operating revenue on the Condensed Consolidated Balance Sheet.

Artesian generates service charges primarily from non-payment fees, such as water shut off and reconnection fees and finance charges.  These fees are billed and recognized as revenue at the point in time when our tariffs indicate the Company has the right to payment such as days past due have been reached or shut-offs and reconnections have been performed.  There is no contract asset or liability associated with these fees.

Artesian generates revenue from DSIC, which are surcharges applied to water customer tariff rates in Delaware related to specific types of water distribution system improvements.  This rate is calculated on a semi-annual basis based on an approved projected revenue requirement over the following six-month period.  This rate is adjusted up or down at the next DSIC filing to account for any differences between actual earned revenue and the projected revenue requirement.  Since DSIC revenue is a surcharge applied to tariff rates, we recognize DSIC revenue based on the same guidelines as noted above depending on whether the surcharge was applied to consumption revenue or fixed fee revenue.

Accounts receivable related to tariff contract revenues are typically due within 25 days of invoicing.  An allowance for doubtful accounts is calculated as a percentage of total associated revenues based upon historical trends and adjusted for current conditions.  We mitigate our exposure to credit losses by discontinuing services in the event of non-payment; accordingly, the related allowance for doubtful accounts and associated bad debt expense has not been significant.  However, due to the COVID-19 pandemic causing hardships for many utility customers, in March 2020, state government agencies issued executive orders requiring utility companies to take a number of steps to support their customers and communities, including prohibiting service disconnections for non-payment and prohibiting late fees.  In July 2020, the State of Delaware lifted its executive orders placing a moratorium on service disconnections for non-payment, with a provision requiring utilities to offer payment arrangements extending at least four months to customers.  After properly notifying customers, Artesian reinstated its late fee process in September 2020 and began administering service disconnections in October 2020 for its Delaware customers.  The State of Maryland and the Commonwealth of Pennsylvania lifted their executive orders placing moratoriums on service disconnections for non-payment effective November 2020.  The State of Maryland requires utilities to offer payment arrangements extending twelve months.  The Company experienced longer receivable cycles throughout 2020 and made an adjustment to increase the reserve for bad debt by $0.5 million in 2020.  In June 2021 we made an adjustment to reduce the reserve by $0.3 million.  We will continue to monitor factors that affect the reserve for bad debt.
11

Non-tariff Contract Revenues

Artesian generates SLP Plan revenue once a customer requests service to cover all parts, materials and labor required to repair or replace leaking water service lines, leaking or clogged sewer lines, or water and wastewater lines within the customer’s residence, up to an annual limit.  We recognize revenue from these services on a ratable basis over time as the customer simultaneously receives and consumes all the benefits of having service line protection services.  These contract services are billed in advance on a monthly or quarterly basis.  As a result, we record deferred revenue (contract liability) and accounts receivable for any amounts for which we have a right to invoice but for which services have not been provided.  Accounts receivable from SLP Plan customers are typically due within 25 days of invoicing.  An allowance for doubtful accounts is calculated as a percentage of total SLP Plan contract revenue.  We mitigate our exposure to credit losses by discontinuing services in the event of non-payment; accordingly, the related allowance for doubtful accounts and associated bad debt expense has not been significant.

Artesian generates contract operation revenue from water and wastewater operation services provided to customers.  We recognize revenue from these operation contracts, which consist primarily of monthly operation and maintenance services over time as customers receive and consume the benefits of such services performed. These services are invoiced in advance at the beginning of every month and are typically due within 30 days, and therefore there is no contract asset or liability associated with these revenues.  An allowance for doubtful accounts is provided based on a periodic analysis of individual account balances, including an evaluation of days outstanding, payment history, recent payment trends, and our assessment of our customers’ creditworthiness.  The related allowance for doubtful accounts and associated bad debt expense has not been significant.

Artesian generates design and installation revenue for services related to the design and construction of wastewater infrastructure for a state agency under contract.  We recognize revenue from these services over time as services are performed using the percentage-of-completion method based on an input method of incurred costs (cost-to-cost).  These services are invoiced at the end of every month based on incurred costs to date.  As of September 30, 2021, there is no associated contract asset or liability.  There is no allowance for doubtful accounts or bad debt expense associated with this revenue.

Artesian generates inspection fee revenue for inspection services related to onsite wastewater collection systems installed by developers of new communities.  These fees are paid by developers in advance when a service is requested for a new phase of a development.  Inspection fee revenue is recognized on a per lot basis once the inspection of the infrastructure that serves each lot is completed.  As a result, we record deferred revenue (contract liability) for any amounts related to infrastructure not yet inspected.  There are no accounts receivable, allowance for doubtful accounts or bad debt expense associated with inspection fee contracts.
12

Sales Tax

The majority of Artesian’s revenues are earned within the State of Delaware, where there is no sales tax.  Revenues earned in the State of Maryland and the Commonwealth of Pennsylvania are related primarily to the sale of water by a public water utility and are exempt from sales tax.  Therefore, no sales tax is collected on revenues.

Disaggregated Revenues

The following table shows the Company’s revenues disaggregated by service type; all revenues are generated within a similar geographical location:

(in thousands)
 
Three months ended September 30, 2021
   
Three months ended September 30, 2020
   
Nine months ended September 30, 2021
   
Nine months ended September 30, 2020
 
Tariff Revenue
                       
     Consumption charges
 
$
13,595
   
$
13,875
   
$
36,672
   
$
36,217
 
     Fixed fees
   
7,112
     
6,797
     
20,983
     
20,192
 
     Service charges
   
130
     
21
     
450
     
183
 
     DSIC
   
1,387
     
1,392
     
3,876
     
3,810
 
     Industrial wastewater services
   
497
     
851
     
118
     
866
 
Total Tariff Revenue
 
$
22,721
   
$
22,936
   
$
62,099
   
$
61,268
 
                                 
Non-Tariff Revenue
                               
     Service line protection plans
 
$
1,181
   
$
1,099
   
$
3,411
   
$
3,267
 
     Contract operations
   
210
     
207
     
658
     
636
 
     Design and installation
   
139
     
—
     
351
     
—
 
     Inspection fees
   
108
     
63
     
244
     
173
 
Total Non-Tariff Revenue
 
$
1,638
   
$
1,369
   
$
4,664
   
$
4,076
 
                                 
Other Operating Revenue
     not in scope of ASC 606
 
$
628
   
$
432
   
$
1,521
   
$
1,046
 
                                 
Total Operating Revenue
 
$
24,987
   
$
24,737
   
$
68,284
   
$
66,390
 

Contract Assets and Contract Liabilities

Our contract assets and liabilities consist of the following:

(in thousands)
 
September 30, 2021
   
December 31, 2020
 
             
Contract Assets – Tariff
 
$
2,627
   
$
2,175
 
                 
Deferred Revenue
               
     Deferred Revenue – Tariff
 
$
1,120
   
$
1,150
 
     Deferred Revenue – Non-Tariff
   
341
     
300
 
Total Deferred Revenue
 
$
1,461
   
$
1,450
 
13

For the nine months ended September 30, 2021, the Company recognized revenue of $1.2 million from amounts that were included in Deferred Revenue – Tariff at the beginning of the year and revenue of $0.3 million from amounts that were included in Deferred Revenue – Non- Tariff at the beginning of the year.

The increases of Contract Assets and Deferred Revenue were primarily due to normal timing differences between our performance and customer payments.

Remaining Performance Obligations

As of September 30, 2021 and December 31, 2020, Deferred Revenue – Tariff is recorded net of contract assets within Unbilled operating revenues and represents our remaining performance obligations for our fixed fee water and wastewater services, all of which are expected to be satisfied and associated revenue recognized in the next three months.

As of September 30, 2021 and December 31, 2020, Deferred Revenue – Non-Tariff is recorded within Other current liabilities and represents our remaining performance obligations for our SLP Plan services and wastewater inspections, which are expected to be satisfied and associated revenue recognized within the next three months and one year for the SLP Plan revenue and inspection fee revenue, respectively.

14


NOTE 4 – LEASES

The Company leases land and office equipment under operating leases from non-related parties.  Our leases have remaining lease terms of 1 years to 75 years, some of which include options to automatically extend the leases for up to 66 years.  Payments made under operating leases are recognized in the consolidated statement of operations on a straight-line basis over the period of the lease.  The annual lease payments for the land operating leases increase each year either by the most recent increase in the Consumer Price Index or by 3%, as applicable based on the lease agreements.  Periodically, the annual lease payment for one operating land lease is determined based on the fair market value of the applicable parcel of land.  None of the operating leases contain contingent rent provisions.  The commencement date of all the operating leases is the earlier of the date we become legally obligated to make rent payments or the date we may exercise control over the use of the land or equipment.  The Company currently does not have any financing leases and does not have any lessor leases that require disclosure.

Management made certain assumptions related to the separation of lease and nonlease components and to the discount rate used when calculating the right of use asset and liability amounts for the operating leases.  As our leases do not provide an implicit rate, we use our incremental borrowing rates for long term and short term agreements and apply the rates accordingly based on the term of the lease agreements to determine the present value of lease payments.

Rent expense for all operating leases except those with terms of 12 months or less comprises:

 
(in thousands)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2021
   
2020
   
2021
   
2020
 
                         
Minimum rentals
 
$
24
   
$
7
   
$
38
   
$
21
 
Contingent rentals
   
—
     
—
     
—
     
—
 
                                 
   
$
24
   
$
7
   
$
38
   
$
21
 

Supplemental cash flow information related to leases is as follows:

 
 
(in thousands)
 
 
 
Nine Months Ended
   
Nine Months Ended
 
   
September 30, 2021
   
September 30, 2020
 
 
       
 
Cash paid for amounts included in the measurement of lease liabilities:
           
     Operating cash flows from operating leases
 
$
38
   
$
21
 
Right-of-use assets obtained in exchange for lease obligations:
               
     Operating leases
 
$
444
   
$
464
 
15

Supplemental balance sheet information related to leases is as follows:

 
 
(in thousands,
except lease term and discount rate)
 
 
 
September 30, 2021
   
December 31, 2020
 
 
           
Operating Leases:
           
     Operating lease right-of-use assets
 
$
444
   
$
460
 
                 
     Other current liabilities
 
$
11
     
20
 
     Operating lease liabilities
   
427
     
432
 
Total operating lease liabilities
 
$
438
   
$
452
 
                 
                 
Weighted Average Remaining Lease Term
               
     Operating leases
 
60 years
   
59 years
 
Weighted Average Discount Rate
               
     Operating leases
   
5.0
%
   
5.0
%

Maturities of operating lease liabilities that have initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2021 are as follows:

 
 
(in thousands)
 
 
 
Operating Leases
 
Year
     
2022
 
$
33
 
2023
   
24
 
2024
   
24
 
2025
   
24
 
2026
   
24
 
Thereafter
   
1,337
 
Total undiscounted lease payments
 
$
1,466
 
Less effects of discounting
   
(1,028
)
Total lease liabilities recognized
 
$
438
 

As of September 30, 2021, we have not entered into operating or finance leases that will commence at a future date.

NOTE 5 – STOCK COMPENSATION PLANS

On December 9, 2015, the Company's stockholders approved the 2015 Equity Compensation Plan, or the 2015 Plan. The 2015 Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend equivalents and other stock-based awards. The 2015 Plan is administered and interpreted by the Compensation Committee, or the Committee, of the Board of Directors of the Company, or the Board. The Committee has the authority to determine the individuals to whom grants will be made under the 2015 Plan, the type, size and terms of the grants, the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2015 Plan), and deal with any other matters arising under the 2015 Plan. The Committee presently consists of three directors, each of whom is a non-employee director of the Company. All of the employees of the Company and its subsidiaries and non-employee directors of the Company are eligible for grants under the 2015 Plan. 

Compensation expense, for the three and nine months ended September 30, 2021 of approximately $51,000 and $142,000, respectively, was recorded for restricted stock awards issued in May 2020 and May 2021.  Compensation expense, for the three and nine months ended September 30, 2020 of approximately $44,000 and $134,000, respectively, was recorded for restricted stock awards issued in May 2019 and May 2020.  Costs were determined based on the fair value on the dates of the awards and those costs were charged to income over the service periods associated with the awards.

There was no stock compensation cost capitalized as part of an asset.

On May 4, 2021, 5,000 shares of Class A Stock were granted as restricted stock awards.  The fair value per share was $40.11, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 4, 2021.  Prior to their release date, these restricted stock awards may be subject to forfeiture in the event of the recipient’s termination of service.

On May 6, 2020, 5,000 shares of Class A Stock, were granted as restricted stock awards.  The fair value per share was 35.01, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 6, 2020. Prior to their release date, these restricted stock awards may be subject to forfeiture in the event of the recipient’s termination of service.

The following summary reflects changes in the shares of Class A Stock underlying options and restricted stock awards for the nine months ended September 30, 2021:

 
Options
   
Restricted Awards
 
   
Option Shares
   
Weighted Average Exercise Price
   
Weighted Average Remaining Life (Yrs.)
   
Aggregate Intrinsic Value (in thousands)
   
Outstanding Restricted Stock Awards
   
Weighted Average Grant Date Fair
Value
 
Plan options/restricted stock awards
                                   
Outstanding at January 1, 2021
   
116,347
   
$
20.90
         
$
1,882
     
5,000
   
$
35.01
 
Granted
   
—
     
—
           
—
     
5,000
     
40.11
 
Exercised/vested and released
   
(28,597
)
   
19.05
           
624
     
(5,000
)
   
35.01
 
Expired/cancelled
   
—
     
—
           
—
     
—
     
—
 
Outstanding at September 30, 2021
   
87,750
   
$
21.51
     
1.756
   
$
1,462
     
5,000
   
$
40.11
 
                                                 
Exercisable/vested at September 30, 2021
   
87,750
   
$
21.51
     
1.756
   
$
1,462
     
—
     
—
 

The total intrinsic value of options exercised during the nine months ended September 30, 2021 was approximately $624,000.

There were no unvested option shares outstanding under the 2015 Plan during the nine months ended September 30, 2021.

As of September 30, 2021, there were no unrecognized expenses related to non-vested option shares granted under the 2015 Plan.  

As of September 30, 2021, there was $118,000 total unrecognized expenses related to non-vested awards of restricted shares awarded under the 2015 Plan.  The cost will be recognized over 0.59 years, the remaining vesting period for the restricted stock awards.

16

NOTE 6 – OTHER DEFERRED ASSETS

The investment in CoBank, which is a cooperative bank, is related to certain outstanding First Mortgage Bonds and is a required investment in the bank based on the underlying long-term debt agreements.  Goodwill recorded in 2020 was a result of the acquisition of water assets from the Town of Frankford in April 2020 based on the purchase price allocation.  A regulatory adjustment was made in 2021 to account for $1.5 million of Delaware Drinking Water State Revolving Fund loan proceeds automatically forgiven in July 2021 with the remainder recorded as contributions in aid of construction. Other deferred assets is related to the Mountain Hill acquisition.

In thousands
 
September 30, 2021
   
December 31, 2020
 
 
           
Investment in CoBank
 
$
4,850
   
$
4,374
 
Other deferred assets/goodwill
   
203
     
935
 
 
 
$
5,053
   
$
5,309
 

NOTE 7 - REGULATORY ASSETS

The FASB ASC Topic 980 stipulates generally accepted accounting principles for companies whose rates are established or subject to approvals by a third-party regulatory agency. Certain expenses are recoverable through rates charged to our customers, without a return on investment, and are deferred and amortized during future periods using various methods as permitted by the DEPSC, MDPSC, and PAPUC.

The deferred income taxes will be amortized over future years as the tax effects of temporary differences that previously flowed through to our customers are reversed.

Debt related costs include debt issuance costs and other debt related expense.  The DEPSC has approved deferred regulatory accounting treatment for issuance costs associated with Artesian Water’s Series V First Mortgage bond in December 2019 that paid down outstanding lines of credit and a loan payable to Artesian Resources.  Debt issuance costs and other debt related expenses are reviewed during Artesian Water’s rate applications as part of its cost of capital calculations.  For the Series V First Mortgage bond, cash was paid for the issuance costs and $30 million of cash was received from the proceeds of the bond.

Regulatory expenses amortized on a straight-line basis are noted below:

Expense
Years Amortized
Deferred contract costs and other
5
Rate case studies
5
Delaware rate proceedings
2.5
Maryland rate proceedings
5
Debt related costs
 15 to 30 (based on term of related debt)
Goodwill (resulting from acquisition of Mountain Hill Water Company in 2008)
50
Deferred acquisition costs (resulting from purchase of water assets in Cecil County, Maryland in 2011 and Port Deposit, Maryland in 2010)
20
Franchise Costs (resulting from purchase of water assets in Cecil County, Maryland in 2011)
80
17

Regulatory assets, net of amortization, comprise:
 
   
(in thousands)
 
   
September 30, 2021
   
December 31, 2020
 
             
Deferred income taxes
 
$
359
   
$
370
 
Deferred contract costs and other
   
301
     
46
 
Debt related costs
   
4,989
     
5,233
 
Goodwill
   
275
     
281
 
Deferred acquisition and franchise costs
   
513
     
543
 
   
$
6,437
   
$
6,473
 

NOTE 8 – REGULATORY LIABILITIES

FASB ASC Topic 980 stipulates generally accepted accounting principles for companies whose rates are established or subject to approvals by a third-party regulatory agency.  Certain obligations are deferred and/or amortized as determined by the DEPSC, MDPSC, and PAPUC.  Regulatory liabilities represent excess recovery of cost or other items that have been deferred because it is probable such amounts will be returned to customers through future regulated rates.

Utility plant retirement cost obligation consists of estimated costs related to the potential removal and replacement of facilities and equipment on the Company’s water and wastewater properties.  Effective January 1, 2012, as authorized by the DEPSC, when depreciable units of utility plant are retired, any cost associated with retirement, less any salvage value or proceeds received, is charged to a regulated retirement liability.  Each year the liability is increased by an annual amount authorized by the DEPSC.    

Pursuant to the enactment of the Tax Cuts and Jobs Act, or TCJA, on December 22, 2017, the Company adjusted its existing deferred income tax balances to reflect the decrease in the corporate income tax rate from 34% to 21% (see Note 11)) resulting in a decrease in the net deferred income tax liability of $24.3 million, of which $22.8 million was reclassified to a regulatory liability related to Artesian Water and Artesian Water Maryland.  The regulatory liability amount is subject to certain Internal Revenue Service normalization rules that require the benefits to customers be spread over the remaining useful life of the underlying assets giving rise to the associated deferred income taxes.  On January 31, 2019, the DEPSC approved the amortization of the regulatory liability amount of $22.2 million over a period of 49.5 years beginning February 1, 2018, subject to audit at a later date.  The MDPSC has not issued a final order on the regulatory liability amount of $0.6 million regarding the effects of the TCJA on Maryland customers.
18

Regulatory liabilities comprise:
 
 
 
(in thousands)
 
 
 
September 30, 2021
   
December 31, 2020
 
 
           
Utility plant retirement cost obligation
 
$
139
   
$
126
 
Deferred income taxes (related to TCJA)
   
21,222
     
21,555
 
   
$
21,361
   
$
21,681
 

NOTE 9 - NET INCOME PER COMMON SHARE AND EQUITY PER COMMON SHARE

Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding, the potentially dilutive effect of employee stock options and restricted stock awards.

The following table summarizes the shares used in computing basic and diluted net income per share:

 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2021
   
2020
   
2021
   
2020
 
   
(in thousands)
 
Weighted average common shares outstanding during the period for Basic computation
   
9,404
     
9,338
     
9,389
     
9,320
 
Dilutive effect of employee stock options and awards
   
28
     
39
     
32
     
43
 
                                 
Weighted average common shares outstanding during the period for Diluted computation
   
9,432
     
9,377
     
9,421
     
9,363
 

For the three and nine months ended September 30, 2021 and 2020, no shares of restricted stock awards were excluded from the calculations of diluted net income per share.

The Company has 15,000,000 authorized shares of Class A Stock and 1,040,000 authorized shares of Class B Common Stock, or Class B Stock. As of September 30, 2021, 8,524,093 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. As of September 30, 2020, 8,458,627 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. The par value for both classes is $1.00 per share.

Equity per common share was $18.57 and $18.16 at September 30, 2021 and December 31, 2020, respectively. These amounts were computed by dividing common stockholders' equity by the number of shares of common stock outstanding on September 30, 2021 and December 31, 2020, respectively.

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NOTE 10 - REGULATORY PROCEEDINGS

Our water and wastewater utilities generate operating revenue from customers based on rates that are established by state Public Service Commissions through a rate setting process that may include public hearings, evidentiary hearings and the submission of evidence and testimony in support of the requested level of rates by the Company.

We are subject to regulation by the following state regulatory commissions:
•
The DEPSC, regulates both Artesian Water and Artesian Wastewater.
•
The MDPSC, regulates both Artesian Water Maryland and Artesian Wastewater Maryland.
•
The PAPUC, regulates Artesian Water Pennsylvania.

Our water and wastewater utility operations are also subject to regulation under the federal Safe Drinking Water Act of 1974, or Safe Drinking Water Act, the Clean Water Act of 1972, or the Clean Water Act, and related state laws, and under federal and state regulations issued under these laws.  These laws and regulations establish criteria and standards for drinking water and for wastewater discharges.  Capital expenditures and operating costs required as a result of water quality standards and environmental requirements have been traditionally recognized by state regulatory commissions as appropriate for inclusion in establishing rates.

Water and Wastewater Rates

Our regulated utilities periodically seek rate increases to cover the cost of increased operating expenses, increased financing expenses due to additional investments in utility plant and other costs of doing business.  In Delaware, utilities are permitted by law to place rates into effect, under bond, on a temporary basis pending completion of a rate increase proceeding. The first temporary increase may be up to the lesser of $2.5 million on an annual basis or 15% of gross water sales.  Should the rate case not be completed within seven months, by law, the utility may put the entire requested rate relief, up to 15% of gross water sales, in effect under bond until a final resolution is ordered and placed into effect.  If any such rates are found to be in excess of rates the DEPSC finds to be appropriate, the utility must refund customers the portion found to be in excess with interest.  The timing of our rate increase requests is therefore dependent upon the estimated cost of the administrative process in relation to the investments and expenses that we hope to recover through the rate increase.  We can provide no assurances that rate increase requests will be approved by applicable regulatory agencies and, if approved, we cannot guarantee that these rate increases will be granted in a timely or sufficient manner to cover the investments and expenses for which we initially sought the rate increase.

Other Proceedings

Delaware law permits water utilities to put into effect, on a semi-annual basis, increases related to specific types of distribution system improvements through a DSIC. This charge may be implemented by water utilities between general rate increase applications that normally recognize changes in a water utility's overall financial position. The DSIC approval process is less costly when compared to the approval process for general rate increase requests. The DSIC rate applied between base rate filings is capped at  7.50% of the amount billed to customers under otherwise applicable rates and charges, and the DSIC rate increase applied cannot exceed 5.0% within any 12-month period.

The following table summarizes (1) Artesian Water’s applications with the DEPSC to collect DSIC rates and (2) the rates upon which eligible plant improvements are based:
20

Application Date
11/15/2019
05/29/2020
11/20/2020
DEPSC Approval Date
12/12/2019
06/17/2020
12/14/2020
Effective Date
01/01/2020
07/01/2020
01/01/2021
Cumulative DSIC Rate
7.50%
7.41%
7.50%
Net Eligible Plant Improvements – Cumulative Dollars (in millions)
$43.1
$43.1
$43.1
Eligible Plant Improvements – Installed Beginning Date
10/01/2014
10/01/2014
10/01/2014
Eligible Plant Improvements – Installed Ending Date
04/30/2019
04/30/2019
04/30/2019

The rate reflects the eligible plant improvements installed through April 30, 2019.  The DSIC rate effective January 1, 2021 is still subject to audit by the DEPSC at a later date.  For the three and nine months ended September 30, 2021, we earned approximately $1.4 million and $3.9 million in DSIC revenue, respectively.  For the three and nine months ended September 30, 2020, we earned approximately $1.4 million and $3.8 million in DSIC revenue, respectively.

NOTE 11 – INCOME TAXES

Deferred income taxes are provided in accordance with FASB ASC Topic 740 on all differences between the tax basis of assets and liabilities and the amounts at which they are carried in the consolidated financial statements based on the enacted tax rates expected to be in effect when such temporary differences are expected to reverse. The Company’s rate regulated utilities recognize regulatory liabilities, to the extent considered in ratemaking, for deferred taxes provided in excess of the current statutory tax rate and regulatory assets for deferred taxes provided at rates less than the current statutory rate.  Such tax-related regulatory assets and liabilities are reported at the revenue requirement level and amortized to income as the related temporary differences reverse, generally over the lives of the related properties.

Under FASB ASC Topic 740, an uncertain tax position represents our expected treatment of a tax position taken, or planned to be taken in the future, that has not been reflected in measuring income tax expense for financial reporting purposes.  The Company establishes reserves for uncertain tax positions based upon management's judgment as to the sustainability of these positions. These accounting estimates related to the uncertain tax position reserve require judgments to be made as to the sustainability of each uncertain tax position based on its technical merits. The Company believes its tax positions comply with applicable law and that it has adequately recorded reserves as required. However, to the extent the final tax outcome of these matters is different than the estimates recorded, the Company would then adjust its tax reserves or unrecognized tax benefits in the period that this information becomes known.  The Company has elected to recognize accrued interest (net of related tax benefits) and penalties related to uncertain tax positions as a component of its income tax expense.  The Company has accrued approximately $15,000 in penalties and interest for the nine months ended September 30, 2021. The Company remains subject to examination by federal and state authorities for the tax years 2017 through 2020.

Investment tax credits were deferred through 1986 and are recognized as a reduction of deferred income tax expense over the estimated economic useful lives of the related assets.

21

NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value.

Current Assets and Liabilities

For those current assets and liabilities that are considered financial instruments, the carrying amounts approximate fair value because of the short maturity of those instruments.

Long-term Financial Liabilities

All of Artesian Resources’ outstanding long-term debt as of September 30, 2021 and December 31, 2020 was fixed-rate.  The fair value of the Company’s long-term debt is determined by discounting their future cash flows using current market interest rates on similar instruments with comparable maturities consistent with FASB ASC 825.  Under the fair value hierarchy, the fair value of the long-term debt in the table below is classified as Level 2 measurements.  Level 2 is valued using observable inputs other than quoted prices.  The fair values for long-term debt differ from the carrying values primarily due to interest rates that differ from the current market interest rates.  The carrying amount and fair value of Artesian Resources' long-term debt (including current portion) are shown below:

In thousands
     
   
September 30, 2021
   
December 31, 2020
 
Carrying amount
 
$
144,863
   
$
144,090
 
Estimated fair value
 
$
162,522
   
$
171,374
 

The fair value of Advances for Construction cannot be reasonably estimated due to the inability to estimate accurately the timing and amounts of future refunds expected to be paid over the life of the contracts.  Refund payments are based on the water sales to new customers in the particular development constructed.  The fair value of Advances for Construction would be less than the carrying amount because these financial instruments are non-interest bearing.

NOTE 13 – RELATED PARTY TRANSACTIONS

Mr. Michael Houghton currently serves as a director.  Mr. Houghton is a Partner in the law firm of Morris Nichols Arsht & Tunnell, or MNAT, in Wilmington, Delaware.  In the normal course of business, the Company utilizes the services of MNAT for various regulatory, real estate and public policy matters.  Approximately $89,000 and $160,000 was paid to MNAT during the three and nine months ended September 30, 2021, respectively, for legal services and director related services.  Approximately $63,000 and $291,000 was paid to MNAT during the three and nine months ended September 30, 2020, respectively, for legal and director related services.  As of September 30, 2021, the Company did not have an accounts payable balance due to MNAT.

As set forth in the Charter of the Audit Committee of the Board, the Audit Committee is responsible for reviewing and, if appropriate, approving all related party transactions between us and any officer, any director, any person known to be the beneficial owner of more than 5% of any class of the Company's voting securities or any other related person that would potentially require disclosure.  In its review and approval of the related party transactions with MNAT, the Audit Committee considered the nature of the related person's interest in the transactions; the satisfactory performance of work contracted with the related party prior to the election of Mr. Houghton as a director; and the material terms of the transactions, including, without limitation, the amount and type of transactions, the importance of the transactions to the related person, the importance of the transactions to the Company and whether the transactions would impair the judgment of a director or officer to act in the best interest of the Company.  The Audit Committee approves only those related person transactions that are in, or are consistent with, the best interests of the Company and its stockholders.

NOTE 14 – BUSINESS COMBINATIONS

As part of the Company’s growth strategy, on April 2, 2020, Artesian Water purchased substantially all of the water system operating assets from the Town of Frankford, or Frankford, a Delaware municipality located in Sussex County, Delaware, including the right to provide water service to Frankford’s existing customers, or the Frankford Water System.  The Frankford Water System serves approximately 360 customers.  The total purchase price was 3.6 million.  The acquisition was accounted for as a business combination under ASC Topic 805, “Business Combinations”.  The purchase price allocation is primarily attributed to utility plant assets.  The Company utilized a combination of three methods to determine the reasonableness of the purchase price: the cost approach, market approach and income approach.  Given the majority of the assets acquired were tangible utility plant, the Company utilized the cost approach to record the fair value of the assets.  The cost approach values the underlying assets to derive market value based on the estimated current new replacement cost, less the loss in value caused by physical deterioration, and functional and economic obsolescence of the assets.  Goodwill was recognized primarily as a result of expected synergies of operations and interconnections to our existing utility plant infrastructure.

Additionally, as part of the Company’s growth strategy, on August 3, 2020, Artesian Water completed its purchase of substantially all of the water system operating assets from the City of Delaware City, or Delaware City, a Delaware municipality located in New Castle County, Delaware, including the right to provide water service to Delaware City’s existing customers, or the Delaware City Water System.  The Delaware City Water System currently serves approximately 800 customers.  The total purchase price was $2.1 million.  The acquisition was accounted for as a business combination under ASC Topic 805.  The purchase price allocation is primarily attributed to utility plant assets.  The Company utilized similar valuation methodologies to those described above.

A summary of the allocation of purchase price to the assets acquired is presented in the table below and is recorded in the accompanying Condensed Consolidated Balance Sheet.

(In thousands)
     
Utility plant
     
  Source of supply plant
 
$
201
 
  Pumping and water treatment plant
   
1,455
 
  Transmission and distribution plant
   
3,462
 
Other deferred assets
       
  Goodwill
   
623
 
Purchase Price
 
$
5,741
 

The Frankford Water System acquisition and the Delaware City Water System acquisition were approved by the DEPSC on March 18, 2020 and July 15, 2020, respectively, subject to the DEPSC determining the appropriate ratemaking treatment of the acquisition price and the assets acquired in Artesian Water’s next base rate case.  The pro forma effects of the businesses acquired, individually and in the aggregate, are not material to the Company’s financial position or results of operations.

NOTE 15 - GEOGRAPHIC CONCENTRATION OF CUSTOMERS

Artesian Water, Artesian Water Maryland and Artesian Water Pennsylvania provide water utility service to customers within their established service territory in all three counties of Delaware and in portions of Maryland and Pennsylvania, pursuant to rates filed with and approved by the DEPSC, the MDPSC and the PAPUC.  As of September 30, 2021, Artesian Water was serving approximately 91,300 customers, Artesian Water Maryland was serving approximately 2,500 customers and Artesian Water Pennsylvania was serving approximately 40 customers.

Artesian Wastewater provides wastewater utility service to customers within its established service territory in Sussex County, Delaware pursuant to rates filed with and approved by the DEPSC.  As of September 30, 2021, Artesian Wastewater was serving approximately 3,100 customers, including one large industrial customer. All wastewater customers are located in Sussex County, Delaware.

NOTE 16 - IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In March 2020, the FASB issued new guidance that provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting as the market transitions from reference rates that are expected to be discontinued, such as the London Inter-bank Offered Rate, or LIBOR.  The guidance was effective upon issuance and may be applied prospectively to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued, evaluated on or before December 31, 2022, beginning during the reporting period in which the guidance has been elected.  LIBOR is expected to be phased out completely by June 30, 2023.  The guidance is optional and may be elected over time as reference rate reform activities occur.  The Company has not yet modified any agreements as a result of reference rate reform and is evaluating the impact of the new guidance on our financial position, results of operations and cash flows.


NOTE 17 - SUBSEQUENT EVENT

On October 27, 2021, the DEPSC approved our transaction with TESI.  We expect closing on this transaction to occur prior to December 31, 2021, subject to customary closing conditions.

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q that express our "belief," "anticipation" or "expectation," as well as other statements that are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act and the Private Securities Litigation Reform Act of 1995.  Statements regarding specific and overall impacts of the COVID-19 global pandemic on our financial condition and results of operations, our goals, priorities, growth and expansion plans and expectation for our water and wastewater subsidiaries and non-regulated subsidiaries, customer base growth opportunities in Delaware and Cecil County, Maryland, our belief regarding our capacity to provide water services for the foreseeable future to our customers, our belief relating to our compliance and the cost to achieve compliance with relevant governmental regulations, our expectation of the timing of decisions by regulatory authorities, the impact of weather on our operations and the execution of our strategic initiatives, our expectation of the timing for construction on new projects, our expectations regarding the closing of our transaction with TESI, our expectation relating to the adoption of recent accounting pronouncements, contract operations opportunities, legal proceedings, our properties, deferred tax assets, adequacy of our available sources of financing, the expected recovery of expenses related to our long-term debt, our expectation to be in compliance with financial covenants in our debt instruments, our ability to refinance our debt as it comes due, our ability to adjust our debt level, interest rate, maturity schedule and structure, the timing and terms of renewals of our lines of credit, plans to increase our wastewater treatment operations, engineering services and other revenue streams less affected by weather, expected future contributions to our postretirement benefit plan, anticipated growth in our non-regulated division, the impact of recent acquisitions on our ability to expand and foster relationships, anticipated investments in certain of our facilities and systems and the sources of funding for such investments, and the sufficiency of internally generated funds and credit facilities to provide working capital and our liquidity needs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that could cause actual results to differ materially from those projected.  Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "projects", "forecasts", "may", "should", variations of such words and similar expressions are intended to identify such forward-looking statements.  Certain factors as discussed under Item 1A -Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2020, and this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, such as changes in weather, changes in our contractual obligations, changes in government policies, the timing and results of our rate requests, failure to receive regulatory approval, changes in economic and market conditions generally, and other matters could cause results to differ materially from those in the forward-looking statements.  Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic.  While the Company may elect to update forward-looking statements, we specifically disclaim any obligation to do so and you should not rely on any forward-looking statement as a representation of the Company's views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2021

OVERVIEW

Our profitability is primarily attributable to the sale of water. Gross water sales composed 86.7% of total operating revenues for the nine months ended September 30, 2021.  Our profitability is also attributed to the various contract operations, water, sewer and internal SLP Plans and other services we provide.  Water sales are subject to seasonal fluctuations, particularly during summer when water demand may vary with rainfall and temperature.  In the event temperatures during the typically warmer months are cooler than expected, or rainfall is greater than expected, the demand for water may decrease and our revenues may be adversely affected.  We believe the effects of weather are short term and do not materially affect the execution of our strategic initiatives. Our contract operations and other services provide a revenue stream that is not affected by changes in weather patterns.

While water sales are our primary source of revenues, we continue to seek growth opportunities to provide wastewater services in Delaware and the surrounding areas. We also continue to explore and develop relationships with developers and municipalities in order to increase revenues from contract water and wastewater operations, wastewater management services, and design, construction and engineering services. We plan to continue developing and expanding our contract operations and other services in a manner that complements our growth in water service to new customers. Our anticipated growth in these areas is subject to changes in residential and commercial construction, which may be affected by interest rates, inflation and general housing and economic market conditions.  We anticipate continued growth in our non-regulated division due to our water, sewer, and internal SLP Plans.
24

COVID-19 Pandemic

As of September 30, 2021, the Company’s financial results and business operations have not been materially adversely affected by the coronavirus, or COVID-19, outbreak, which was declared a pandemic in March 2020. However, we have experienced delays in procuring some materials and supplies.  While we have been successful in managing these delays, there is no assurance that our future financial results or business operations will not be negatively affected.  The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.  Management is actively monitoring the situation and impacts on its operations, suppliers, industry, and workforce.

Water Division

Artesian Water, Artesian Water Maryland and Artesian Water Pennsylvania provide water service to residential, commercial, industrial, governmental, municipal and utility customers.  Increases in the number of customers contribute to increases, or help to offset any intermittent decreases, in our operating revenue.  As of September 30, 2021, the number of metered water customers in Delaware increased approximately 1.4% compared to September 30, 2020.  The number of metered water customers in Maryland increased approximately 1.8% compared to September 30, 2020.  The number of metered water customers in Pennsylvania remained consistent compared to September 30, 2020.  For the nine months ended September 30, 2021, approximately 6.3 billion gallons of water were distributed in our Delaware systems and approximately 102.5 million gallons of water were distributed in our Maryland systems.

Wastewater Division

Artesian Wastewater owns wastewater collection and treatment infrastructure and began providing regulated wastewater services to customers in Delaware in July 2005.  Artesian Wastewater Maryland was incorporated on June 3, 2008 and is able to provide regulated wastewater services to customers in Maryland.  It is not currently providing these services in Maryland.  Our residential and commercial wastewater customers are billed a flat monthly fee, which contributes to providing a revenue stream unaffected by weather.  The number of Delaware wastewater customers increased approximately 13.8% compared to September 30, 2020.  Artesian Wastewater entered into an agreement to acquire Tidewater Environmental Services, Inc., or TESI, on August 27, 2021.  TESI currently provides wastewater services to approximately 3,600 customers in Sussex County, Delaware.  The acquisition agreement with TESI is discussed further in the “Strategic Direction” section below.

Non-Regulated Division

Artesian Utility provides contract water and wastewater operation services to private, municipal and governmental institutions.  Artesian Utility also offers three protection plans to customers, the WSLP Plan, the SSLP Plan, and the ISLP Plan.  SLP Plan customers are billed a flat monthly or quarterly rate, which contributes to providing a revenue stream unaffected by weather.  There has been consistent customer growth over the years.  As of September 30, 2021, the eligible customers enrolled in the WSLP Plan, the SSLP Plan and the ISLP Plan increased 2.9%, 1.0% and 20.4%, respectively, compared to September 30, 2020.  The non-utility customers enrolled in one of our three protections plans increased 4.0%.

Strategic Direction

Our strategy is to increase customer growth, revenues, earnings and dividends by expanding our water, wastewater and SLP Plan services across the Delmarva Peninsula.  We remain focused on providing superior service to our customers and continuously seek ways to improve our efficiency and performance.  Our strategy has included a focus on building strategic partnerships with county governments, municipalities and developers.  By providing water and wastewater services, we believe we are positioned as the primary resource for developers and communities throughout the Delmarva Peninsula seeking to fill both needs simultaneously.  We believe we have a proven ability to acquire and integrate high growth, reputable entities, through which we have captured additional service territories that will serve as a base for future revenue.  We believe this experience presents a strong platform for further expansion and that our success to date also produces positive relationships and credibility with regulators, municipalities, developers and customers in both existing and prospective service areas.
25

In our regulated water division, our strategy is to focus on a wide spectrum of activities, which include strategic acquisitions of existing systems, expanding certificated service area, identifying new and dependable sources of supply, developing the wells, treatment plants and delivery systems to supply water to customers and educating customers on the wise use of water.  Our strategy includes focused efforts to expand through strategic acquisitions and in new regions added to our Delaware service territory over the last 10 years.  We plan to expand our regulated water service area in the Cecil County designated growth corridor and to expand our business through the design, construction, operation, management and acquisition of additional water systems.  The expansion of our exclusive franchise areas elsewhere in Maryland and the award of contracts will similarly enhance our operations within the state.

Our ability to develop partnerships with various county governments, municipalities and developers has provided a number of opportunities.  In the last four years, we completed seven acquisitions including asset purchase agreements with municipal and developer/homeowner association operated systems.  Some recent acquisitions are noted below.

On August 3, 2020, Artesian Water completed the purchase of substantially all of the water system operating assets from the City of Delaware City, a Delaware municipality, or Delaware City, including the right to provide water service to Delaware City’s existing customers.  The total purchase price was $2.1 million.  Artesian Water had previously acquired the water assets of an area annexed by Delaware City, known as Fort DuPont, which was earmarked for growth and expansion of Delaware City.

On April 2, 2020, Artesian Water completed its purchase of substantially all of the operating assets of the water system of the Town of Frankford, a Delaware municipality, or Frankford, including the right to provide water service to Frankford’s existing customers, or the Frankford Water System.  Pursuant to the terms of the agreement, Frankford transferred to Artesian Water all of Frankford’s right, title and interest in and to all of the plant and equipment, associated real property, contracts, easements and permits possessed by Frankford at closing related to the Frankford Water System.  The total purchase price was $3.6 million. The Delaware Drinking Water State Revolving Fund issued a $1.5 million appropriation in July 2021 to partially offset the purchase price.

We believe that Delaware's generally lower cost of living in the region, availability of development sites in relatively close proximity to the Atlantic Ocean in Sussex County, and attractive financing rates for construction and mortgages have resulted, and will continue to result, in increases to our customer base.  Delaware’s lower property and income tax rate make it an attractive region for new home development and retirement communities.  Substantial portions of Delaware currently are not served by a public water system, which could also assist in an increase to our customer base as systems are added.

In our regulated wastewater division, we foresee significant growth opportunities and will continue to seek strategic partnerships and relationships with developers and governmental agencies to complement existing agreements for the provision of wastewater service on the Delmarva Peninsula. Artesian Wastewater plans to utilize our larger regional wastewater facilities to expand service areas to new customers while transitioning our smaller treatment facilities into regional pump stations in order to gain additional efficiencies in the treatment and disposal of wastewater. We believe this will reduce operational costs at the smaller treatment facilities in the future because they will be converted from treatment and disposal plants to pump stations to assist with transitioning the flow of wastewater from one regional facility to another.  In addition, after closing the transaction with TESI noted below, Artesian Wastewater will be one of the largest regulated wastewater utilities in Sussex County, which we believe will enable us to increase efficiencies in the treatment and disposal of wastewater and provide additional opportunities to expand our wastewater operations

On August 27, 2021, Artesian Wastewater entered into an agreement to acquire TESI, a wholly-owned subsidiary of Middlesex Water Company, or Middlesex, that provides regulated wastewater services in Delaware.  Artesian Wastewater will purchase all of the stock of TESI from Middlesex for $6.4 million in cash and other consideration, including forgiveness of a $2.1 million intercompany note due from Middlesex.  TESI currently serves approximately 3,600 customers in Sussex County, Delaware.  The DEPSC approved our transaction with TESI on October 27, 2021.  We expect closing on this transaction to occur prior to December 31, 2021, subject to customary closing conditions.

On September 27, 2016, Artesian Wastewater entered into a wastewater services agreement with a large industrial customer for Artesian Wastewater to provide treatment and disposal services for sanitary wastewater discharged from this customer’s properties located in Sussex County, Delaware upon completion of a pipeline to transfer the sanitary wastewater.  The pipeline was completed in the second quarter of 2017.  The transfer of sanitary wastewater began in the second quarter of 2019.  On January 27, 2017, Artesian Wastewater entered into a second wastewater agreement with this customer for Artesian Wastewater to provide disposal services for approximately 1.5 mgd of treated industrial process wastewater upon completion of an approximately eight mile pipeline that will transfer the wastewater from this customer’s properties to a 90 million gallon storage lagoon at Artesian’s Sussex Regional Recharge Facility.  We will use the reclaimed wastewater for spray irrigation on agricultural land in the area.  We received an operations permit in March 2020.  We began operating this facility in late June 2021, shortly after the industrial customer received its process wastewater treatment operating permit.  This agreement includes a required minimum wastewater flow.  Pursuant to a settlement agreement, for the calendar year 2021 only, the minimum required volume of wastewater will be prorated on a seven month basis beginning June 1, 2021 and ending December 31, 2021.
26

The general need for increased capital investment in our water and wastewater systems is due to a combination of population growth, more protective water quality standards and aging infrastructure.  Our planned and budgeted capital improvements over the next three years includes projects for water infrastructure improvements and expansion in both Delaware and Maryland and wastewater infrastructure improvements and expansion in Delaware.  The DEPSC and MDPSC have generally recognized the operating and capital costs associated with these improvements in setting water and wastewater rates for current customers and capacity charges for new customers.

In our non-regulated division, we continue pursuing opportunities to expand our contract operations.  Through Artesian Utility, we will seek to expand our contract design, engineering and construction services of water and wastewater facilities for developers, municipalities and other utilities.  We also anticipate continued growth due to our water, sewer and internal SLP Plans.  Artesian Development owns two nine-acre parcels of land, located in Sussex County, Delaware, which will allow for construction of a water treatment facility and wastewater treatment facility.  Artesian Storm Water was formed to expand contract work related to the design, installation, maintenance and repair services associated with existing or proposed storm water management systems in Delaware and the surrounding areas.

Inflation


We are affected by inflation, most notably by the continually increasing costs required to maintain, improve and expand our service capability.  The cumulative effect of inflation results in significantly higher facility costs compared to investments made 20 to 40 years ago, which must be recovered from future cash flows.

Results of Operations – Analysis of the Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020.

Operating Revenues

Revenues totaled $25.0 million for the three months ended September 30, 2021, $0.3 million, or 1.0%, more than revenues for the three months ended September 30, 2020. Water sales revenue decreased $0.1 million, or 0.4%, for the three months ended September 30, 2021 from the corresponding period in 2020, primarily due to a decrease in residential consumption revenue.  This decrease is partially offset by an increase in fixed fee revenue related to customer growth.  We realized 85.2% and 86.4% of our total operating revenue for the three months ended September 30, 2021 and September 30, 2020, respectively, from the sale of water.

Other utility operating revenue increased approximately $0.2 million, or 7.9%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020.  This increase is primarily due to an increase in wastewater revenue related to residential customer growth, offset by a decrease in industrial wastewater service revenue resulting from the timing of variable consideration related to the minimum required volume of wastewater under contract.  In addition, service and finance charges increased, related to executive orders that were issued by state governmental agencies in 2020 requiring utility companies to prohibit late fees and service disconnections for non-payment that since have been lifted.

Non-utility operating revenue increased approximately $0.2 million, or 13.0%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020.  The increase is primarily due to an increase in contract service revenue related to the design and construction of wastewater infrastructure for a third party and an increase in Service Line Protection Plan revenue.

Operating Expenses

Operating expenses, excluding depreciation and income taxes, increased $0.1 million, or 0.7%, for the three months ended September 30, 2021, compared to the same period in 2020.  Non-utility operating expenses and utility operating expenses increased slightly.

Non-utility operating expenses increased 5.7% for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in costs associated with the wastewater infrastructure design and construction contract, partially offset by a decrease in payroll and employee benefit costs.
27

Utility operating expenses increased 0.1% for the three months ended September 30, 2021 compared to the three months ended September 30, 2020.  The net increase is primarily related to the following.

Repair and maintenance costs increased $0.4 million, related to an increase in maintenance costs primarily associated with the timing of water treatment filter replacements and tank painting costs under contract, an increase in water and wastewater treatment facilities and equipment, and an increase in fuel costs.
Payroll and employee benefit costs decreased $0.4 million, primarily related to a decrease in variable compensation, partially offset by an increase in employee count and annual wage increases.

The ratio of operating expense, excluding depreciation and income taxes, to total revenue was 53.4% for the three months ended September 30, 2021, compared to 53.6% for the three months ended September 30, 2020.

Depreciation and amortization expense increased $0.1 million, or 4.7%, primarily due to continued investment in utility plant providing supply, treatment, storage and distribution of water to customers and service to our wastewater customers.

Results of Operations – Analysis of the Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020.

Operating Revenues

Revenues totaled $68.3 million for the nine months ended September 30, 2021, $1.9 million, or 2.9%, more than revenues for the nine months ended September 30, 2020. Water sales revenue increased $1.0 million, or 1.7%, for the nine months ended September 30, 2021 from the corresponding period in 2020, primarily due to an increase in fixed fee revenue related to customer growth and an increase in non-residential consumption revenue.  We realized 86.7% and 87.6% of our total operating revenue for the nine months ended September 30, 2021 and September 30, 2020, respectively, from the sale of water.

Other utility operating revenue increased approximately $0.4 million, or 9.1%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.  This increase is primarily due to an increase in wastewater revenue related to residential customer growth, mostly offset by a decrease in industrial wastewater service revenue resulting from adjustments related to the amounts recorded for the minimum required volume of wastewater under contract, pursuant to a settlement agreement.  In addition, service and finance charges increased, related to executive orders that were issued by state governmental agencies in 2020 requiring utility companies to prohibit late fees and service disconnections for non-payment that since have been lifted.

Non-utility operating revenue increased approximately $0.5 million, or 12.7%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.  The increase is primarily due to an increase in contract service revenue related to a contract for the design and construction of wastewater infrastructure for a third party and an increase in Service Line Protection Plan revenue.

Operating Expenses

Operating expenses, excluding depreciation and income taxes, increased $1.2 million, or 3.5%, for the nine months ended September 30, 2021, compared to the same period in 2020, primarily related to an increase in utility operating expenses and non-utility operating expenses of $0.8 million and $0.4 million, respectively, and an increase in property and other taxes of $0.1 million.

Utility operating expenses increased $0.8 million, or 2.6%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.  The net increase is primarily related to the following.

Repair and maintenance costs increased $0.8 million, related to an increase in maintenance costs primarily associated with water and wastewater treatment facilities and equipment, the timing of water treatment filter replacements and tank painting costs under contract, and an increase in fuel costs.
Purchased water costs increased $0.2 million, related to the timing of water purchased under contract.
Payroll and employee benefit costs increased $0.1 million, primarily related to an increase in overall compensation.
Administrative costs decreased $0.3 million, primarily due to a decrease in bad debt reserve related to non-payment of water customer receivable balances resulting from the COVID-19 pandemic, partially offset by an increase in overall employee related costs and professional service fees as well as an increase in legal expenses related primarily to a settlement agreement concerning the payment of fees by an industrial wastewater customer.
28

Non-utility operating expenses increased $0.4 million, or 15.5%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to an increase in costs associated with the wastewater infrastructure design and construction contract, an increase in payroll and employee benefit costs and an increase in plumbing services related to Service Line Protection Plan repairs.

Property and other taxes increased $0.1 million, or 2.8%, primarily due to an increase in utility plant subject to taxation.  Property taxes are assessed on land, buildings and certain utility plant, which include the footage and size of pipe, hydrants and wells.

The ratio of operating expense, excluding depreciation and income taxes, to total revenue was 54.5% for the nine months ended September 30, 2021, compared to 54.2% for the nine months ended September 30, 2020.

Depreciation and amortization expense increased $0.7 million, or 8.2%, primarily due to continued investment in utility plant providing supply, treatment, storage and distribution of water to customers and service to our wastewater customers.

Other Income, Net

Other income, net increased $0.1 million, primarily due to an increase in miscellaneous income of $0.3 million related to an increase in the annual patronage refund from CoBank, ACB.  The primary refund calculation for both 2021 and 2020 was based on 0.8% of the average loan balance outstanding.  In addition, a special patronage distribution based on 0.165% and 0.1% of the average loan balance outstanding was refunded in March 2021 and March 2020, respectively.  Allowance for funds used during construction, or AFUDC, decreased $0.2 million as a result of lower long-term construction activity subject to AFUDC for the nine months ended September 30, 2021 compared to the same period in 2020.

Net Income

Our net income applicable to common stock increased $0.1 million, or 0.5%.  Total operating revenues increased $1.9 million, offset by a $1.9 million increase in total operating expenses.  Other income, net increased $0.1 million.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary sources of liquidity for the nine months ended September 30, 2021 were $19.6 million of cash provided by operating activities, $14.9 million in net contributions and advances from developers, $2.2 million from the issuance of long-term debt and $1.1 million in net proceeds from the issuance of common stock.  Cash flow from operating activities is primarily provided by our utility operations, and is impacted by the timeliness and adequacy of rate increases and changes in water consumption as a result of year-to-year variations in weather conditions, particularly during the summer.  A significant part of our ability to maintain and meet our financial objectives is to ensure that our investments in utility plant and equipment are recovered in the rates charged to customers.  As such, from time to time, we file rate increase requests to recover increases in operating expenses and investments in utility plant and equipment.  We will continue to borrow on available lines of credit in order to satisfy current liquidity needs.  In addition, the Company has a long history of paying regular quarterly dividends as approved by our Board of Directors using net cash from operating activities.

Investment in Plant and Systems

The primary focus of our investments is to continue to provide high quality reliable service to our growing service territory.  Capital expenditures during the first nine months of 2021 were $29.7 million compared to $31.7 million during the same period in 2020.  During the first nine months of 2021, we invested approximately $13.6 million for our rehabilitation program for transmission and distribution facilities by replacing aging or deteriorating mains and for installing new mains.  We invested $5.9 million to enhance or improve existing treatment facilities and replace aging wells and pumping equipment to better serve our customers.  We invested $1.3 million for equipment purchases, computer hardware and software upgrades and transportation equipment.  Developers financed $5.0 million for the installation of water mains and hydrants in 2021 compared to $3.2 million in 2020.  We invested $0.9 million to upgrade and automate our meter reading equipment.  We invested approximately $1.4 million in mandatory utility plant expenditures due to governmental highway projects, which required the relocation of water service mains in addition to facility improvements and upgrades.  We invested $1.6 million in wastewater projects in Delaware.

We depend on the availability of capital for expansion, construction and maintenance.  We have several sources of liquidity to finance our investment in utility plant and other fixed assets.  We estimate that future investments will be financed by our operations and external sources, including short-term borrowings under our revolving credit agreements discussed below. We expect to fund our activities for the next twelve months using our available cash balances, bank credit lines, projected cash generated from operations, state revolving fund loans and capital market financing.  We believe that internally generated funds along with existing credit facilities will be adequate to provide sufficient working capital to maintain normal operations and to meet our financing requirements.  However, because part of our business strategy is to expand through strategic acquisitions, we may seek additional debt financing or issue additional equity securities to finance future acquisitions or for other purposes.  There is no assurance that we will be able to secure funding on terms acceptable to us, or at all.  Our cash flows from operations are primarily derived from water sales revenues and may be materially affected by changes in water sales due to weather and the timing and extent of increases in rates approved by state public service commissions.



Lines of Credit and Long-Term Debt

At September 30, 2021, Artesian Resources had a $40 million line of credit with Citizens Bank, or Citizens, which is available to all subsidiaries of Artesian Resources. As of September 30, 2021, there was $30.4 million of available funds under this line of credit.  The interest rate for borrowings under this line is the London Interbank Offered Rate, or LIBOR, plus 1.00%.  It is expected that the LIBOR rate will no longer be published for most currencies as of December 31, 2021, however, publication for USD currency should continue through June 30, 2023.  As a result, it is possible that, in the future, the LIBOR rate may become unavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans.  In light of this eventuality, Citizens currently has initiatives underway to identify new or alternative reference rates to be used in place of the LIBOR rate.  This is a demand line of credit and therefore the financial institution may demand payment for any outstanding amounts at any time.  The term of this line of credit expires on the earlier of May 22, 2022 or any date on which Citizens demands payment.  The Company expects to renew this line of credit.

At September 30, 2021, Artesian Water had a $20 million line of credit with CoBank, ACB, or CoBank, that allows for the financing of operations for Artesian Water, with up to $10 million of this line available for the operations of Artesian Water Maryland. As of September 30, 2021, there was $2.0 million of available funds under this line of credit.  The interest rate for borrowings under this line allows the Company to select either LIBOR plus 1.50% or a weekly variable rate established by CoBank; the Company has historically used the weekly variable interest rate.  The term of this line of credit expires on July 30, 2022. Artesian Water expects to renew this line of credit
29


Line of Credit Commitments
Commitment Due by Period
 
 
In thousands
Less than
1 Year
 
1-3 Years
 
4-5 Years
 
Over 5 Years
 
Lines of Credit
 
$
27,607
   
$
--
   
$
--
   
$
--
 

Contractual Obligations
 
Payments Due by Period
 
In thousands
 
Less than
1 Year
   
1-3
Years
   
4-5
Years
   
After 5
Years
   
Total
 
First mortgage bonds (principal and interest)
 
$
6,623
   
$
13,169
   
$
13,056
   
$
188,219
   
$
221,067
 
State revolving fund loans (principal and interest)
   
796
     
1,488
     
1,226
     
3,980
     
7,490
 
Promissory note (principal and interest)
   
960
     
1,921
     
1,923
     
11,817
     
16,621
 
Operating leases
   
33
     
48
     
49
     
1,336
     
1,466
 
Operating agreements
   
66
     
76
     
81
     
835
     
1,058
 
Unconditional purchase obligations
   
2,273
     
1,470
     
1,371
     
173
     
5,287
 
Tank painting contractual obligation
   
392
     
686
     
---
     
---
     
1,078
 
Total contractual cash obligations
 
$
11,143
   
$
18,858
   
$
17,706
   
$
206,360
   
$
254,067
 

Artesian’s long-term debt agreements and revolving lines of credit contain customary affirmative and negative covenants that are binding on us (which are in some cases subject to certain exceptions), including, but not limited to, restrictions on our ability to make certain loans and investments, guarantee certain obligations, enter into, or undertake, certain mergers, consolidations or acquisitions, transfer certain assets or change our business.  As of September 30, 2021, we were in compliance with these covenants.

Long-term debt obligations reflect the maturities of certain series of our first mortgage bonds, which we intend to refinance when due if not refinanced earlier.  One first mortgage bond is subject to redemption in a principal amount equal to $150,000 plus interest per calendar quarter.  The state revolving fund loan obligation has an amortizing mortgage payment payable over a 20-year period.  The promissory note obligation has an amortizing payment payable over a 20-year period.  The first mortgage bonds, the state revolving fund loan and the promissory note have certain financial covenant provisions, the violation of which could result in default and require the obligation to be immediately repaid, including all interest.  We have not experienced conditions that would result in our default under these agreements.

On July 15, 2021, Artesian Water entered into a Financing Agreement, or the Financing Agreement, with the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health, a public agency of the state of Delaware, or the Department.  Under the Financing Agreement, the Department has agreed to advance to Artesian Water up to approximately $2.5 million, or the Loan, to finance all or a portion of the cost to acquire the Town of Frankford water system and to replace water transmission mains and renew services and hydrants in the Town of Frankford, collectively, the Project.  In accordance with the Financing Agreement, Artesian Water will from time to time request funds under the Loan as it incurs costs in connection with the Project.  Artesian Water requested an initial draw of approximately $1.5 million for the acquisition of the Town of Frankford water system.  Upon receipt of the initial draw, an amount equal to approximately $1.5 million was forgiven by the Department and is no longer considered outstanding or unpaid principal under the Financing Agreement.  The Company shall pay to the Department, on the principal amount drawn down and outstanding from the date drawn, interest at a rate of 1.0% per annum and an administrative fee at the rate of 1.0% per annum.

On April 28, 2020, Artesian Water entered into three financing agreements, or the Financing Agreements, with the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health, a public agency of the state of Delaware, or the Department.  Under the Financing Agreements, the Department has agreed to advance to Artesian Water up to approximately $1.7 million, $1.0 million and $1.3 million, collectively, the Loans, to finance all or a portion of the costs to replace specific water transmission mains in service areas located in New Castle County, Delaware, collectively, the Projects.  In accordance with the Financing Agreements, Artesian Water will from time to time request funds under the Loans as it incurs costs in connection with the Projects.  The Company shall pay to the Department, on the principal amount drawn down and outstanding from the date drawn, interest at a rate of 0.6% per annum and an administrative fee at the rate of 0.6% per annum.  As of September 30, 2021, approximately $2.2 million was borrowed under the Loans.

In order to control purchased power cost, in August 2018 Artesian Water entered into an electric supply contract with MidAmerican effective from September 2018 through May 2022.  In February 2021, Artesian Water entered into a new electric supply contract with MidAmerican that is effective from May 2021 to May 2025.  The fixed rate will be lowered 5.6% starting in May 2021.  In August 2018, Artesian Water Maryland entered into an electric supply agreement with Constellation NewEnergy.  The fixed rate for Constellation NewEnergy was lowered 4.9% starting in May 2019.  The current fixed price contract is effective from May 2019 through May 2022.

Payments for unconditional purchase obligations reflect minimum water purchase obligations based on rates that are subject to change under two interconnection agreements with the Chester Water Authority.  One agreement that is currently in effect has a “take or pay” clause requiring us to purchase 3 million gallons per day, which expires on December 31, 2021.  The other agreement is effective from January 1, 2022 through December 31, 2026, and has a “take or pay” clause requiring us to purchase water on a step down schedule through July 5, 2022, thereafter requiring us to purchase 0.5 million gallons per day.  In addition, payments for unconditional purchase obligations reflect minimum water purchase obligations based on a contract rate under our interconnection agreement with the Town of North East, which expires June 26, 2024.

In April 2021, Artesian Water entered into a 3-year agreement with Worldwide Industries Corporation effective July 1, 2021 to paint elevated water storage tanks.  Pursuant to the agreement, the total expenditure for the three years is $1.2 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, including any arrangements with any structured finance, special purpose or variable interest entities.

Critical Accounting Assumptions, Estimates and Policies; Recent Accounting Pronouncements

This discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 2020 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2020.  The preparation of those financial statements required management to make assumptions and estimates that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods.  Actual amounts or results could differ from those based on such assumptions and estimates.

Our critical accounting policies are described in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2020.  There have been no changes in our critical accounting policies.  Our significant accounting policies are described in our notes to the 2020 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020.

Information concerning our implementation and the impact of recent accounting pronouncements issued by the FASB is included in the notes to our 2020 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2020 and also in the notes to our unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.  We did not adopt any accounting policy in the first nine months of 2021 that had a material impact on our financial condition, liquidity or results of operations.


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ITEM 3 - QUANTITATIVE AND QUALITATIVE 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 exposure to interest rate risk related to existing fixed rate, long-term debt is due to the term of the majority of our First Mortgage Bonds and the term of the promissory note, which have final maturity dates ranging from 2028 to 2049, and interest rates ranging from 4.24% to 5.96%, which exposes the Company to interest rate risk as interest rates may drop below the existing fixed rate of the long-term debt prior to such debt’s maturity.  In addition, the Company has interest rate exposure on $60 million of variable rate lines of credit, with two banks, under which the interim bank loans payable at September 30, 2021 were approximately $27.6 million.  An increase in the variable interest rates will result in an increase in the cost of borrowing on these variable rate lines of credit.  Also, changes in LIBOR could affect our operating results and liquidity.  We are also exposed to market risk associated with changes in commodity prices.  Our risks associated with price increases in chemicals, electricity and other commodities are mitigated by our ability to recover our costs through rate increases to our customers.  We have also sought to mitigate future significant electric price increases by signing multi-year supply contracts at fixed prices.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.  Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in providing reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  In addition, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to achieve the foregoing objectives. A control system cannot provide absolute assurance, however, that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Periodically, we are involved in other proceedings or litigation arising in the ordinary course of business.  We do not believe that the ultimate resolution of these matters will materially affect our business, financial position or results of operations.  However, we cannot ensure that we will prevail in any litigation and, regardless of the outcome, may incur significant litigation expense and may have significant diversion of management attention.


ITEM 1A – RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in such Annual Report on Form 10-K.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.





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ITEM 6 - EXHIBITS

Exhibit No.
Description
   
Stock Purchase Agreement, dated August 27, 2021, by and among Artesian Wastewater Management, Inc., a Delaware corporation, and Middlesex Water Company, a New Jersey corporation. *
   
Certification of Chief Executive Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
Certification of Chief Financial Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
32
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350).**
 
 
101.BAL
Inline XBRL Condensed Consolidated Balance Sheets (unaudited)*
 
101.OPS
Inline XBRL Condensed Consolidated Statements of Operations (unaudited)*
   
101.CSH
Inline XBRL Condensed Consolidated Statements of Cash Flows (unaudited)*
   
101.NTS
Inline XBRL Notes to the Condensed Consolidated Financial Statements (unaudited)*
   
104
The cover page from Artesian Resources Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, formatted in Inline iXBRL (contained in exhibit 101).*
 
   
*   Filed herewith
** Furnished herewith

SIGNATURES

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

ARTESIAN RESOURCES CORPORATION

Date: November  5, 2021
By:
/s/ DIAN C. TAYLOR
 
 
 
Dian C. Taylor (Principal Executive Officer)

Date: November 5, 2021
By:
/s/ DAVID B. SPACHT
 
 
 
David B. Spacht (Principal Financial Officer)


*   Filed herewith
** Furnished herewith

33


 
Exhibit 31.1
Certification of Chief Executive Officer of Artesian Resources Corporation
required by Rule 13a – 14 (a) under the Securities Act of 1934, as amended
 
I, Dian C. Taylor, certify that:
 
 
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2021 of Artesian Resources Corporation;
 
 
2.
Based on my knowledge, this 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 report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
 
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date:  November 5, 2021
    /s/ DIAN C. TAYLOR
 
Dian C. Taylor
 
Chief Executive Officer (Principal Executive Officer)




 
Exhibit 31.2
 
Certification of Chief Financial Officer of Artesian Resources Corporation
required by Rule 13a – 14 (a) under the Securities Act of 1934, as amended
 
I, David B. Spacht, certify that:
 
 
1.
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2021 of Artesian Resources Corporation;
 
 
2.
Based on my knowledge, this 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 report;
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
 
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
Date:  November 5, 2021
   /s/ DAVID B. SPACHT
 
David B. Spacht
 
Chief Financial Officer (Principal Financial Officer)



 
Exhibit 32
 
 
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350
 
 
I, Dian C. Taylor, Chief Executive Officer, and David B. Spacht, Chief Financial Officer, of Artesian Resources Corporation, a Delaware corporation (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on our knowledge:
 
(1)
The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the " Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)), as amended; and
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Report and results of operations of the Company for the period covered by the Report.
 
 
 
 
 
 
Date:  November 5, 2021
 
 
 
CHIEF EXECUTIVE OFFICER:
 
CHIEF FINANCIAL OFFICER:
 
 
 
 
 
 
   /s/ DIAN C. TAYLOR
 
 /s/ DAVID B. SPACHT
Dian C. Taylor
 
David B. Spacht
 
 
 
          These certifications accompany the Report to which they relate, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 27th day of August, 2021 by and between Middlesex Water Company, a New Jersey corporation (“Seller”), and Artesian Wastewater Management, Inc., a Delaware corporation (“Buyer”).
W I T N E S S E T H:

WHEREAS, Seller is the owner of One Hundred (100) certificated shares (the “Shares”) of common stock, with no par value per share, of Tidewater Environmental Services, Inc., a Delaware corporation (the “Company”); and
WHEREAS, Seller desires to sell and Buyer desires to purchase the Shares on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties, intending to be legally bound, agree as follows:
1. Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Morris, Nichols, Arsht & Tunnell LLP, or at such other place as the parties mutually agree upon, on such day and at such time as may be mutually agreed upon by the parties (the “Closing Date”), it being understood that Closing shall occur within thirty (30) days of the parties receiving approval from the Delaware Public Service Commission (“DPSC”) to consummate the transaction contemplated hereby.
2. Purchase and Sale of Shares.  Seller agrees to sell, assign, transfer, convey and deliver to Buyer free and clear of all liens and encumbrances, and Buyer agrees to acquire from Seller, the Shares on the terms set forth herein for the purchase price of Four Million Three  Hundred Thousand and 00/100 Dollars ($4,300,000.00) (the “Purchase Price”).  The Purchase Price is based upon the parties’ mutual understanding that contemporaneously with Closing, the Company will extinguish or otherwise mark as satisfied the Company’s Two Million One Hundred Thousand and 00/100 ($2,100,000.00) of intercompany receivables due from Seller that are outstanding as of June 30, 2021.
3. Representations and Warranties of Seller regarding the Company.  Seller represents and warrants to Buyer regarding the Company as follows:
(a) Ownership of Stock.  Seller is the owner of all legal and beneficial interests in the Shares and holds the same free and clear of all liens, encumbrances, restrictions, preemptive rights and claims of every kind.  The Shares represent all of the issued and outstanding capital stock of the Company.  The delivery to Buyer of the Shares pursuant to the provisions of this Agreement will transfer to Buyer good title thereto, free and clear of all liens and encumbrances.  Seller has not, directly or indirectly, offered its Shares for sale, or solicited any offer to purchase such Shares, by means of any form of general advertising or other general solicitation or otherwise in any manner that would require the Shares to become subject to the registration requirements of any state or federal securities or blue sky laws.  No other person or entity has any right to acquire or otherwise holds any interest in, or has any rights with respect to, the Shares.  Seller is not a party to or bound by any subscription, option, warrant, call, conversion privilege, voting agreement or other right or agreement relating to the issuance, ownership, transfer or voting of the Shares.
(b) Good Standing of the Company.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted.  The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.
(c) Company Holdings.  The Company owns no equity interest in any corporation, joint venture, partnership or other entity.
(d) Consents and Approvals by Company; No Violations by Company.  Upon approval by the DPSC, consummation of the transactions contemplated hereby will not (i) violate any statute, rule, regulation, order or decree of any governmental authority by which the Company is bound or by which any of the Company’s properties or assets are bound; (ii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity other than the DPSC through an application that Company and Buyer shall jointly submit pursuant to 26 Del. C. § 215; (iii) result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Company is a party or by which Company or any of Company’s properties or assets are bound; or (iv) constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Company under, any contract to which Company is a party or by which any of Company’s properties or assets are bound.
(e) Compliance with Laws.  Seller represents and warrants that the Company has complied in all material respects with and is currently complying in all material respects with all applicable federal state and local statutes, regulations, ordinances, permits and all orders, judgments and decrees.
(f) Service Territory.  Seller represents and warrants that the Company has Certificates of Public Convenience and Necessity (“CPCN”) granted by the DPSC for all areas where the Company provides wastewater services.
(g) Financial Statements. Seller has made available to Buyer the compiled unaudited balance sheets of the Company as of December 31, 2020 and June 30, 2021, and unaudited statements of income and cash flows for the six months ending June 30, 2021 (collectively, the “Financial Statements”). To the knowledge of Seller, (i) the Financial Statements are complete and correct in all material respects, (ii) the Financial Statements fairly present the financial condition of the Company as of the dates and during the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments which are neither individually nor in the aggregate material in amount and (iii) the Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP, applied on a basis consistent with prior periods.
(h) Long Term Debt.  Seller represents and warrants that as of the date of this Agreement the Company has, and as of the date of closing on the transactions contemplated herein shall have, no long term debt.
(i) Real Property.  Seller represents and warrants that the Company has good and marketable title to all real property that it owns, free and clear of all liens.
(j) Intellectual Property.  Seller represents and warrants that the Company directly or indirectly, possesses, or has adequate rights to all licenses, permits, and all other franchises, trademarks, tradenames, service marks, inventions, patents, copyrights, and any applications therefor, trade secrets, research and development, know-how, technical data, computer software programs or applications and technology systems necessary to operate its business (“Intellectual Property”).  None of the Intellectual Property owned or used by the Company, infringes any Intellectual Property right of any other entity and no Intellectual Property owned by the Company is infringed upon by any other entity.
(k) Litigation.  There is one action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before any court or any other governmental authority pending, being a suit commenced in the Court of Chancery by The Retreat at Love Creek Homeowners Association, Inc. on August 28, 2020 (the “Retreat Lawsuit”), and there are to the knowledge of Seller no other actions, suits or proceedings threatened against the Company or the Company’s other properties or assets other than the matter disclosed to Buyer prior to the date hereof, being claims of alleged injury with respect to an alleged slip and fall incident at Hart’s Landing on March 13, 2020 (the “Injury Allegation”).  Seller has no knowledge of any facts or circumstances that could reasonably be anticipated to give rise to any other such proceeding.  Seller specifically represents and warrants, to the best of its knowledge, that Company has no potential liability for actions or omissions by Seller and its other affiliates other than ongoing actions or proceedings identified herein.
(l) Information.  Seller has caused the Company to furnish to Buyer’s representatives for their examination true and complete copies of (i) the Company’s Certificate of Incorporation and Bylaws as currently in effect, and (ii) the Company’s stock transfer books.  No information furnished by the Company or its representatives to Buyer in connection with this Agreement is false or misleading in any material respect.  Neither Seller, the Company, nor their respective representatives have made any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made or information delivered in or pursuant to this Agreement not misleading.
(m) Cooperation.  Seller and its representatives shall cooperate with Buyer and its representatives, including Buyer’s auditors and counsel, in the preparation of any documents or other materials required in connection with the transactions contemplated by this Agreement, including with respect to (i) obtaining DPSC approval and a CPCN to provide exclusive wastewater service to all areas within where the Company operated, and (ii) amendments to existing Company contracts as provided in Sections 7(f) and 7(g) below.  Seller shall cooperate with Buyer in connection with any filings with any governmental entity with authority over the parties or the transactions contemplated by this Agreement and shall use their reasonable good faith efforts to furnish to Buyer all information required for any such filing to be made with any such governmental authority in connection with the transactions contemplated by this Agreement.
(n) Environmental Matters.
(i) Neither Seller nor the Company has received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that asserts that the Company is not in full compliance with all environmental laws.  There is no environmental claim of any kind whatsoever pending or threatened against the Company.
(ii) There are no known past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any chemicals, pollutants, contaminants, wastes, toxic substances, petroleum or petroleum products that could give rise to any environmental claim against the Company.
(o) Permits.  The Company possesses all of the necessary permits, licenses and approvals to operate all of their facilities in the manner in which they are presently operated.
(p) Contracts.  Seller has caused the Company to deliver to Buyer complete and correct copies of all written contracts, together with amendments thereto, and accurate descriptions of all material terms to any oral contracts, which are in full force and effect.  No event has occurred that constitutes a default or may result in a right of acceleration, termination or any similar right by any party (or which, but for the passage of time or the giving of notice, would constitute a default or result in such a right of acceleration, termination or similar right) under any existing Company contract, it being understood that as of the date of Closing, two contracts between the Company and its former affiliates shall terminate and be of no further force or effect, being (i) Middlesex Water Company – TESI Service Agreement dated December 1, 2009, and (ii) Tidewater Utilities, Inc. – TESI Service Agreement dated July 26, 2006.
(q) Employees. The Company has no employees.
4. Representations and Warranties of Seller regarding the Seller.  Seller represents and warrants to Buyer as follows:
(a) Existence and Good Standing; Power and Authority; Enforceability.  Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey.  Seller has requisite corporate power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by Buyer, is Seller’s valid and binding obligation, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
(b) Consents and Approvals; No Violations.  The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; (ii) except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; (iii) result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; (iv) constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or (v) result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.
(c) No Litigation.  Other than disclosed at Section 3.(k) herein, there is no action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before any court or any other governmental authority pending or, to the knowledge of Seller, threatened against Seller, the Shares or Seller’s other properties or assets that could reasonably be anticipated to have any effect on the transactions contemplated by this Agreement, and Seller has no knowledge or any facts or circumstances that could reasonably be anticipated to give rise to any such proceeding.
(d) Broker’s or Finder’s Fees.  No agent, broker, person or firm acting on behalf of Seller is, or will be, entitled to any commission or broker’s or finder’s fees from Buyer in connection with the purchase and sale of the Shares hereunder.
5. Representations and Warranties of Buyer.  Buyer represents and warrants to Seller as follows:
(a) Existence and Good Standing; Power and Authority; Enforceability.  Buyer is a corporation validly existing and in good standing under the laws of the State of Delaware.  Buyer has requisite corporate power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized and approved by Buyer, and assuming the due execution and delivery of this Agreement by Seller, is a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) Consents and Approvals; No Violations.  The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not: (i) violate any provision of the organizational documents of Buyer; (ii) violate any statute, rule, regulation, order or decree of any governmental authority by which Buyer is bound or by which any of its properties or assets are bound; (iii) except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; (iv) result in the violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Buyer is a party or by which Buyer or any of its properties or assets are bound; (v) constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Buyer under, any contract to which Buyer is a party or by which any of its properties or assets are bound; and (vi) result in the creation of, or imposition of any lien or encumbrance upon, any of Buyer’s properties or assets under any debt, obligation, contract, commitment or other agreement to which Buyer is a party or by which any of its properties or assets are bound.
(c) Broker’s or Finder’s Fees.  No agent, broker, person or firm acting on behalf of Buyer is, or will be, entitled to any commission or broker’s or finder’s fees from Seller in connection with the purchase and sale of the Shares hereunder.
6. Seller’s Pre-Closing Covenants.  Seller hereby covenants and agrees from the date hereof to the Closing Date that it will comply, and it will cause the Company to comply, with the following:
(a) Ordinary Course of Business.  The Company will operate its business substantially as now operated and only in the ordinary course, and, to the extent consistent with such operation, it will use its best efforts to preserve intact its present business organization, to keep available the services of its present officers and key employees and to preserve its relationships with persons having business dealings with it.  The Company will not make any changes to existing contracts or enter into new contracts without the Buyer’s consent.
(b) Maintenance of Property.  The Company will maintain all of its assets in customary repair, order and condition, reasonable wear and use and damage by unavoidable casualty excepted, and take all steps necessary to maintain its intangible assets, including without limitation, its patents, trademarks, tradenames, brand names, copyrights and any pending applications therefor and its software licenses.
(c) No New Material Agreement.  The Company will not enter into any material leases, sale/leaseback transactions, agreements for the purchase of fixed assets, exclusive services agreements, or other material agreements, other than in the ordinary course of business.
(d) Indebtedness.  The Company will not create, incur, assume guarantee or otherwise become liable with respect to any indebtedness for money borrowed or voluntarily create, incur, assume or guarantee any other indebtedness or obligation other than in the ordinary course of business.
(e) Delaware Regulatory Action. Seller shall cooperate, and will cause the Company and the Company’s and Seller’s respective representatives and advisors to cooperate, fully with Buyer and its advisors in the preparation and filing of a joint application with the DPSC seeking approval of the acquisition of the Shares by Buyer (the “DPSC Application”).
7. Buyer’s Conditions to Closing. The obligation of Buyer to purchase the Shares at the Closing is subject to the fulfillment to Buyer’s satisfaction, at or prior to the Closing Date, of the following conditions.
(a) Representations and Warranties Correct, Performance of Obligations. The representations and warranties made by Seller in Sections 3 and 4 hereof shall be true and correct when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. Seller shall have performed in all material respects (or Buyer shall have waived) all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
(b) Due Diligence.  Buyer shall have been provided full access to all the Company’s properties, books, contracts, commitments and records and Buyer shall have completed its due diligence investigation to its satisfaction.
(c) No Adverse Change.  There have been no material adverse changes to the financial condition, results of operations, business or prospects of the Company.
(d) Closing Documents.  Seller shall have duly executed and delivered, or caused to be executed and delivered, to Buyer the Seller’s Closing Documents.
(e) Delaware Public Service Commission Approval. Approval has been granted by the DPSC for Buyer and Seller to consummate the transactions contemplated hereby in connection with the joint application pursuant to 26 Del. C. § 215.  All other authorizations, consents, orders or approvals of any United States federal or state governmental agency necessary for the consummation of the transactions contemplated hereby (other than such actions, approvals or filings which, pursuant to the terms of this Agreement, are to take place on or after the Closing), if any, shall have been filed, occurred or been obtained.
(f) Contracts Amended or Terminated.  The following Company contracts shall have been amended, terminated or paid in full to Buyer’s satisfaction:   (i) intercompany agreements between the Company on the one hand and Seller and its affiliates on the other hand; (ii) the engineering contracts for the design of a new wastewater treatment plant to service Milton; and (iii) all Seller’s financing arrangements, including, without limitation, with respect to lines of credit from PNC.
(g) Accounts Payable.  Seller shall have caused the payment of all of Company’s accounts payable other than ordinary monthly accruals and expenses incurred in the ordinary course of business as of the date of Closing, including, without limitation, all amounts owed in connection with contracts for the design of the new wastewater treatment plant to service Milton.
8. Seller’s Conditions to Closing. The obligation of Seller to sell, transfer and convey the Shares at the Closing is subject to the fulfillment to Seller’s satisfaction, on or prior to the Closing Date, of the following conditions.
(a) Representations and Warranties Correct, Performance of Obligations. The representations and warranties made by Buyer in Section 5 hereof shall be true and correct when made, and shall be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said date. Buyer shall have performed in all material respects (or Seller shall have waived) all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.
(b) CPCN and Other Approvals. The DPSC shall have authorized Buyer and Seller to consummate the transactions contemplated hereby in connection with the joint application pursuant to 26 Del. C. § 215.
9. Closing Documents; Deliveries to Buyer and Seller.
(a) At Closing, Seller shall deliver or cause to be delivered to Buyer the following documents (collectively, the “Seller’s Closing Documents”):
(i) Stock Certificate.  The Certificate, executed in blank by Seller or with stock powers attached thereto duly endorsed in blank, representing all of the Shares.
(ii) Good Standing Certificates and Certified Charters.  A certificate issued by the Secretary of State of Delaware indicating that the Company is in good standing within such jurisdiction and the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware.  A certificate issued by the Secretary of the State of New Jersey indicating that Seller is in good standing within such jurisdiction and Seller’s Certificate of Incorporation certified by the Secretary of State of New Jersey.
(iii) Letters of Resignation.  Letters of resignation in the name of and executed by each member of the Company’s Board of Directors and each Officer resigning his/her position as a Director or Officer of the Company effective as of the Closing Date.
(iv) Corporate Records.  All corporate records necessary to continue operations of the Company, including (i) financial, rate and tax records, including but not limited to subsidiary ledgers of all account balances (list to be provided by Buyer prior to Closing); (ii) copies of all DPSC Orders establishing rates for areas served by the Company, together with copies of all applications that were filed to establish existing rates and all supporting work papers that were created in connection with such applications; (iii) corporate, minute and stock records of the Company; and (iv) permits.
(v) Amended or Terminated Contracts.  Documentation demonstrating that the contracts identified in Section 7(f) above have been amended or terminated and all related payments have been made.
(vi) Release of Liens.  Evidence of the forgiveness by Seller of any notes, accounts payable or other accounts due from the Company to Seller.
(vii) Third Party Consents.  Copies of all third-party consents that are required by any contract.
(viii) Resolutions Authorizing Transaction, Etc.  A certificate dated as of the Closing Date signed by the Secretary of Seller (i) evidencing all resolutions adopted by the Board of Directors of Seller authorizing the transactions contemplated by this Agreement,  (ii) attaching the Bylaws of Seller, and (iii) certifying to the incumbency of officers executing documents on behalf of Seller.
(ix) Other Instruments.  Such other instruments as may be necessary or advisable and reasonably required or requested by Buyer or its counsel to affect the purposes hereof, including specifically a Form 8594 for tax purposes.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller the following documents (collectively, the “Buyer’s Closing Documents”):
(i) Purchase Price.  Buyer shall deliver to Seller, or its designee, the Purchase Price by a wire transfer of immediately available funds to such bank and account or banks and accounts as Seller shall have previously designated to Buyer in writing at least one business day prior to Closing.
(ii) Other Instruments.  Such other instruments as may be necessary or advisable and reasonably required to or requested by Seller or its counsel to affect the purposes hereof.
10. Survival of Representations; Indemnification.
(a) Survival.  The representations and warranties of each shall survive this Agreement and shall remain in full force and effect following the consummation of the transactions hereunder.  All such representations and warranties shall be unaffected by any investigation made by or on behalf of Seller or Buyer or by any knowledge obtained as a result thereof or otherwise.
(b) Indemnification by Seller.  Seller agrees to indemnify, defend and hold harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may be sustained or suffered by Buyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arise from any breach or non-performance by Seller of any of its representations, warranties, covenants or other obligations contained in this Agreement.   Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any such defects.
11. Covenant Not to Compete.  Seller hereby covenants and agrees that neither Seller nor its affiliates, nor any of their successors or assigns, shall seek or accept any customers for regulated wastewater services in the State of Delaware for a period of ten years following the date of Closing.
12. Country Grove Water Treatment Plant Discharges to the Company.
(a) Buyer and Seller’s affiliate Tidewater Utilities, Inc. (“TUI”) shall reasonably cooperate to modify the backwash water disposal system at the water treatment plant that TUI owns and operates in the Country Grove development such that those flows are redirected to the dosing chamber at the Country Grove development wastewater treatment plant as approved by the Delaware Department of Natural Resources and Environmental Control.
(b) At or before Closing, TUI and Buyer shall appropriately, and cooperatively, designate and update easement agreements to reflect areas associated with the provision of water and wastewater service facilities at Country Grove, including the execution of a joint access and maintenance agreement for the entry road to both facilities, which shall provide for an equal sharing of the cost associated with maintaining such access for the jointly used portion, and the respective parties shall bear all expenses for the portions of the access roadway that is used exclusively by each.  Attached hereto as Exhibit A is a drawing of the relevant Country Grove parcel reflecting pertinent easements and improvements existing as of the date hereof.
(c) The generator located at the Country Grove parcel shall supply back-up power to both TUI’s and the Company’s facilities after Closing.  TUI shall supply normal maintenance to the shared generator to assure uninterrupted power to both facilities.  Normal maintenance is intended to include diesel fuel, oil replacement, small parts and exercise of equipment.  If substantial maintenance expense is required, such designation to be mutually agreed upon by TUI and Buyer with such agreement not to be unreasonably withheld, conditioned or delayed, the cost of the substantial maintenance shall be split equally between the parties, provided, however, that if either party determines it is in its best interest to install a separate generator, then the other party shall pay for all maintenance to the existing generator or install its own replacement generator.  Finally, should use of the generator be used for power by both parties for a period of forty-eight hours or more as a consequence of acts of God or otherwise, the parties shall share equally in the cost of fuel and resulting normal maintenance for the period of extended use.
13.  Cooperation During Operational Transition.  Upon Closing, the parties shall cooperate in an orderly transition of the Company’s facilities from Seller’s personnel to Buyer’s personnel in a manner that prevents any negative impact on customers or non-compliance with applicable permits and regulations. Such cooperation shall include the provision of personnel or contract operations, subject to further concurrent agreement by the parties, to allow for an orderly transition.
14. Seller’s Trademarks and Trade Dress.  After Closing, Buyer shall not use the Company’s pre-Closing trademarks or trade dress that designated it as an affiliate of Seller, although Buyer may continue to operate the Company under the name “Tidewater Environmental Systems, Inc.” as necessary or appropriate until such time as Buyer officially changes the Company’s name.  By way of example and not of limitation, Buyer may after Closing continue to use permits and other governmental approvals issued to “Tidewater Environmental Systems, Inc.” until such time as the issuing governmental authorities issue permits or approvals to the renamed Company.  Buyer, however, shall take reasonable actions after Closing, and such actions as may be required by any applicable governmental authorities, to minimize confusion for customers with respect to who owns and is affiliated with the Company.
15. Ownership of Plans and Designs of Milton Plant. Upon closing, Seller shall retain ownership of and all property rights associated with all plans and specifications for the design of a new wastewater treatment plant to service Milton that were prepared prior to closing.
16. Tax Matters.
(a) Definitions.
(i)
“Advances” means Advances for Construction.
(ii)
“CIAC” means Contributions in Aid of Construction
(iii)
“Code” means the Internal Revenue Code of 1986, as amended.

(iv)
“Pre-Closing Period” means any taxable period ending on or before the Closing Date.
(v)
“Pre-Closing Taxes” means, without duplication, (a) any and all Taxes of or imposed on the Company for any and all Pre-Closing Periods, (b) any and all Taxes of or imposed on the Company for any and all portions of Straddle Periods ending on the Closing Date, (c) any and all Taxes of an “affiliated group” (as defined in Section 1504 of the Code) (or affiliated, consolidated, unitary, combined or similar group under applicable state, local or foreign Law) of which the Company (or any predecessor of any such Person) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state or local law).
(vi)
“Pre-Closing Period Tax Return” means any Tax Return relating to a Pre-Closing Period.
(vii)
“Tax” or “Taxes” shall mean all (a) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever in the nature of taxes imposed by any United States federal, state, local or foreign or other taxing authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, and any liability under unclaimed property, escheat, or similar laws),  (b) interest, penalties, fines, additions to tax or additional amounts imposed by any taxing authority in connection with (i) any item described in clause (a) or (ii) the failure to comply with any requirement imposed with respect to any Tax Return, and (c) liability in respect of any items described in clause (a) and/or (b) payable by reason of contract (including any tax sharing agreement), assumption, transferee, successor or similar liability, operation of law (including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local, or foreign law)) or otherwise.
(viii)
“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
(ix)
“Straddle Period Tax Return” means any Tax Return relating to a Straddle Period.
(x)
“Tax Return” shall mean any return, declaration, form, report, claim, informational return or statement required to be filed with any governmental authority with respect to Taxes, including any schedule or attachment thereto or amendment thereof.
(b) Preparation and Filing of Pre-Closing Period Tax Returns of the Company and its Subsidiaries.  The Seller shall, at the Seller’s cost and expense, prepare, or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of the Company.  The Seller shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company; provided, however, that if (i) any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by the Buyer, the Seller shall pay (in immediately available funds) to the Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Period Tax Return (determined pursuant to this Section 16) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or the Due Date of such Pre-Closing Period Tax Return.  In the event that such Pre-Closing Period Tax Return reflects any refund, the provisions of Section 16(f) (Refunds) shall control.
(c) Preparation and Filing of Straddle Period Tax Returns of the Company and its Subsidiaries.  The Buyer shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Straddle Period Tax Returns required to be filed by the Company.  All Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, as the case may be, except as required by applicable law.  The Buyer shall deliver or cause to be delivered drafts of all Straddle Period Tax Returns to the Seller for its review at least thirty (30) days prior to the due date of any such Straddle Period Tax Return and shall notify the Seller of the Buyer’s calculation of the Seller’s share of the Taxes of the Company or such Subsidiary (as the case may be) for such Straddle Period (determined in accordance with this Section 16); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of the Seller’s share of the Tax liability for such Straddle Period (determined in accordance with this Section 16) shall be subject to the Seller’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed.  No later than three (3) Business Days prior to the earlier of the date a Straddle Period Tax Return of any of the Company or its Subsidiary is filed or the Due Date of such Straddle Period Tax Return, the Seller shall pay (in immediately available funds) to the Buyer the amount of all Pre-Closing Taxes required to be paid with respect to such Straddle Period Tax Return (determined pursuant to this Section 16).  In the event that such Straddle Period Tax Return reflects any refund, the provisions of Section 16(f) (Refunds) shall control.
(d) Computation of Liabilities.  To the extent permitted or required, the taxable year of the Company that includes the Closing Date shall close as of the end of the Closing Date.  Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to:
(i)
Taxes of the Company imposed on a periodic basis (such as real property Taxes or other ad valorem Taxes), the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and
(ii)
Taxes of the Company not described in Section 16(a) (such as (i) Taxes based on the income or receipts of the Company for a Straddle Period, (ii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period), and (iii) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two taxable periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company and its Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date.
(e) Tax Contests.
(i)
The Buyer shall deliver a written notice to the Seller in writing promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to any Taxes of the Company for which the Sellers may be liable (“Tax Contest”) and shall describe in reasonable detail (to the extent known by the Buyer) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”).
(ii)
With respect to Tax Contests for Taxes of the Company for a Pre-Closing Period, the Seller may elect to assume and control the defense of such Tax Contest by written notice to the Buyer within thirty (30) days after delivery by the Buyer to the Seller of the Tax Claim Notice.  If the Seller elects to assume and control the defense of such Tax Contest, the Seller (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel and (iii) may (A) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, (B) either pay the Tax claimed or sue for refund where applicable law permits such refund suit or (C) contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned).  If the Seller elects to assume the defense of any Tax Contest, the Seller shall (x) keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller sends such correspondence to any Taxing Authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest(including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests).
(iii)
In connection with any Tax Contest that relates to Taxes of each of the Company and its Subsidiaries for a Pre-Closing Period that (i) the Seller does not timely elect to control pursuant to Section 16(b), such Tax Contest shall be controlled by the Buyer and the Seller agrees to cooperate with the Buyer in pursuing such Tax Contest.  In connection with any Tax Contest that is described in this Section 16(c) and controlled by the Buyer, the Buyer shall (x) keep the Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller of any related correspondence and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Seller shall reasonably request, and, at its own costs and expenses, the Seller shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests).
(iv)
In connection with any Tax Contest for Taxes of the Company for any Straddle Period, such Tax Contest shall be controlled by the Buyer; provided, that the Buyer shall not settle or compromise (or take such other actions described herein with respect to) any Tax Contest without the prior written consent of the Seller, such consent not to be unreasonable withheld, conditioned or delayed.  The Buyer shall (x) keep the Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller of any related correspondence and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller in connection with the defense or prosecution of any such Tax Contest and (z) provide such cooperation and information as the Seller shall reasonably request, and, at its own costs and expenses, the Seller shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests).
(v)
Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Contests shall be governed exclusively by this Section 16.
(f) Refunds.    The Buyer shall promptly notify the Seller of and pay (or cause to be paid) to the Seller (a) any refund of Taxes paid by the Company for any Pre-Closing Period actually received by the Company, exclusive of any refund amounts that are the result of the repeal or change to any Code section whereby qualifying CIAC or Advances are retroactively not recognized as taxable income, (b) a portion of any refund of Taxes paid by the Company for any Straddle Period (such portion to be allocated consistent with the principles set forth in Section 16(d) hereof) actually received by the Company.  The Buyer shall pay (or cause to be paid) the amounts described in the first sentence of this Section 16(f) within 30 days after the actual receipt of the Tax refund giving rise to the Buyer’s obligation to make payment hereunder with respect thereto.  At the Seller’s request, the Buyer shall reasonably cooperate with the Seller in obtaining any such refunds for which the Seller is entitled pursuant to this Section 16(f), including through the filing of amended Tax Returns or refund claims as prepared by the Seller, at the Seller’s expense; provided, however, that any such amended Tax Return shall be prepared by the Seller, the Seller shall deliver or cause to be delivered drafts of any such amended Tax Return to the Buyer for its review prior to the time such amended Tax Return may be filed and any such amended Tax Return shall be subject to the consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.
(g) 2021 Pre-Closing Receipts of CIAC and Advances.
i.
The Company has previously entered into agreements with developers or customers that require the payment of CIAC or Advances associated with new service connections, which under the Code in effect at the time of Closing are taxable upon receipt by the Company.  The portion of the amounts paid as CIAC that comprise income taxes are deemed the income tax gross-up for purposes of this Section.
ii.
Seller agrees that should any changes to the Code result in the repeal or change to any Code section whereby qualifying CIAC or Advances would not be recognized as taxable income then those Federal income tax gross-up amounts collected from receipt of the CIAC or Advances by the Company shall be remitted by Seller to Buyer within thirty (30) days of the enactment date of such change to the Code or any implementing regulation or order authorizing such remittance.
iii.
Buyer shall be solely responsible for any further remittance of  income tax gross-up refunds received from Seller to developers or customers from whom the CIAC or Advances were collected.
iv.
Seller shall provide a certified list of those agreements and associated tax payments as a condition of closing.
(h) Intent. The intent of Paragraphs 16(f) and 16(g) herein is for the income tax benefit arising from a retroactive repeal of the tax on CIAC and Advances to flow to the Buyer in its entirety.
17. Termination.  This Agreement may be terminated:
(a) At any time on or prior to the Closing Date by the mutual consent of the Buyer and Seller; or
(b) On the Closing Date: (i) by Seller, in writing, if the conditions set forth in Section 8 above shall not have been met; or (ii) by Buyer, in writing, if the conditions set forth in Section 7 above shall not have been met; or
(c) If approval by the DPSC to consummate the transaction pursuant to the terms of this Agreement is not obtained.
18. Confidentiality.  To the extent, if any, not otherwise required by law with respect to either or both Seller or Buyer, prior to Closing, neither Seller nor Buyer shall disclose to any person the terms of this Agreement, or use for any purpose any information which is marked private and/or confidential when received by a party, or which relates to the other party and/or the terms of this Agreement, and/or by its nature is reasonably ascertainable as being private and/or confidential. The foregoing restrictions shall not apply to any disclosure made with the prior written consent of either Seller or Buyer, whichever is the non-disclosing party, or which was already known by the recipient party prior to disclosure by the disclosing party, or which is, or comes to be, in the public domain without fault of the recipient party, or which is disclosed by the recipient party to its professional advisers, or financial institutions or their representatives, or as required by law or by the rules or regulations of any governmental authority having jurisdiction over Seller, Buyer, the Company or the subject matter of this Agreement or any part hereof.  Notwithstanding the foregoing, Seller and Buyer shall cooperate in making a public announcement of this Agreement upon or after the filing of the DPSC Application.
19. General Provisions.
(a) Allocation of claims against the Company.  The parties acknowledge and agree that Buyer’s insurance policies do not provide coverage for claims against the Company that relate to the period prior to Closing, and Seller’s insurance policies will not cover claims against the Company that relate to the period after Closing.  With the exception of the Retreat Lawsuit, any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period prior to Closing shall be the responsibility of Seller, including, without limitation, with respect to the Injury Allegation, and any claims, causes of action, suits, losses, or demands asserted against the Company that relate to the period after Closing shall be the responsibility of Buyer.  Buyer shall be responsible for resolving the Retreat Lawsuit, including responsibility for all fees, costs and expenses relating thereto, that are incurred or arise after Closing.
(b) Further Assurances.  Seller agrees, at any time and from time to time following the date hereof, upon the request of Buyer, that Seller will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, assurances or other acts and things as may reasonably be required in order more fully to vest in and confirm to Buyer title to and possession of the Shares or in order to more fully effectuate the transactions contemplated hereby.
(c) Expenses.  Each of the parties hereto shall bear and be responsible for the payment of such party’s own expenses and costs relating to the transactions contemplated by this Agreement.
(d) Buyer shall be responsible for and shall pay all sales taxes, transfer taxes, recordation taxes and all other similar taxes, if any, arising out of the purchase and sale of shares contemplated by this Agreement.
(e) Waiver.  Any waiver by any party of a condition to its obligation to perform this Agreement and the subsequent Closing hereunder shall be in writing and shall be without prejudice to the rights or remedies it may have arising out of any subsequent or different breach of the same or any other any representation, warranty, covenant or other agreement hereunder.
(f) Notices.  All notices, requests and other communications that are required or may be given under this Agreement shall be in writing, and shall be deemed to have been given on the date of delivery, if delivered by hand or courier, or two business days after mailing, if mailed by certified or registered mail, postage prepaid, return receipt requested, addressed as set forth below (which addresses may be changed, from time to time, by notice given in the manner provided in this Section):
If to Seller, to:

Middlesex Water Company
Attention: A. Bruce O’Connor, Senior Vice President
and Chief Financial Officer
485C Route 1 South
Suite 400
Iselin, NJ 08830

With a copy to:

Middlesex Water Company
Attention: Jay L Kooper, Vice President,
General Counsel and Secretary
485C Route 1 South
Suite 400
Iselin, NJ 08830

If to Buyer, to:

Artesian Wastewater Management, Inc.
Attention: David B. Spacht, President
664 Churchmans Road
Newark, Delaware 19702




With a copy to:

Artesian Wastewater Management, Inc.
Attention: Courtney A. Emerson, General Counsel
664 Churchmans Road
Newark, Delaware 19702

(g) Counterparts; Electronic Signatures; Integration.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may be executed and delivered by facsimile or other electronic means.  This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, all of which are merged herein.
(h) Governing Law.  This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware without regard to the conflict of laws rules of the State of Delaware or any other jurisdiction that would call for the application of the laws of any jurisdiction other than the State of Delaware.
(i) Jurisdiction. Each party, to the fullest extent permitted by applicable law, hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware and of any federal courts located in the State of Delaware for all purposes in connection with any action or proceeding that arises from or relates to this Agreement and hereby waives any right it may have to personal service of summons, complaint or other process in connection therewith and agrees that service may be made as set forth in Section 18(f) of this Agreement with respect to service of notices, and that service so made shall be as effective as if personally made in the State of Delaware.  The parties hereto waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action or proceeding with respect to this Agreement in any jurisdiction set forth above. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.
(j) Successors and assigns.  Seller’s representations, warranties and covenants set forth herein shall be binding upon Seller’s successors and permitted assigns.  Any assignment of Seller’s rights and obligations set forth herein shall be subject to Buyer’s prior approval, which shall not be unreasonably conditioned, delayed, or withheld, it being understood that any such assignment shall be memorialized in a writing through which the assignee shall accept all of Seller’s rights and responsibilities, and Seller shall remain secondarily liable for any breach or default by the assignee.
(k) No Third Party Rights.  Except for the rights of any third party Buyer Indemnified Parties under Section 10(b), this Agreement is not intended and shall not be construed to create any rights in any persons or entities other than Buyer and Seller and no person shall assert any rights as a third party beneficiary hereof.
(l) Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be wholly or partially unenforceable for any reason, such provision or portion shall be reformed to the least extent possible to be enforceable under applicable law and shall be enforced to the fullest extent permitted by applicable law.  If reformation of such provision or portion of this Agreement is not possible, then such provision or portion thereof will be considered separate from the remainder of this Agreement, which will remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written.

SELLER:


MIDDLESEX WATER COMPANY



By:  (SEAL)
       Name:
       Title:


BUYER:

ARTESIAN WASTEWATER MANAGEMENT, INC.



By: ____________________________________ (SEAL)
Name:
Title:







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