UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-18516
ARTESIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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51-0002090
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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664 Churchmans Road, Newark, Delaware 19702
Address of principal executive offices
(302) 453 – 6900
Registrant’s telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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Common Stock
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ARTNA
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The Nasdaq Stock Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
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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.
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Yes
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No
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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).
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Yes
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No
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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.
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Large Accelerated Filer □
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Accelerated Filer □
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Non-Accelerated Filer ☑
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Smaller Reporting Company ☑
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Emerging Growth Company ☐
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial report under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes þ No
The aggregate market value of the Class A Non-Voting Common Stock and Class B
Common Stock held by non-affiliates of the registrant at June 30, 2022 was $403,584,852 and $12,211,916,
respectively. The aggregate market value of Class A Non-Voting Common Stock was computed by reference to the closing price of such class as reported on the Nasdaq Global Select Market on June 30, 2022, which trade date was May 18, 2022. The
aggregate market value of Class B Common Stock was computed by reference to the last reported trade of such class as reported on the OTC Bulletin Board as of June 30, 2022, which trade date was May 18, 2022.
As of March 7, 2023, 8,622,986 shares of Class A
Non-Voting Common Stock and 881,452 shares of Class B
Common Stock were outstanding.
ARTESIAN RESOURCES CORPORATION
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Statements in this Annual Report on Form 10-K which express our “belief,” “anticipation” or “expectation,” as well as other statements which are not
historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act and 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. They include, but are not limited to, the statements below:
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general economic, employment and business conditions;
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material costs and availability;
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consumer and producer price inflation;
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the impact of recent acquisitions on our ability to expand and foster relationships;
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strategic plans for goals, priorities, growth and expansion;
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expectations for our water and wastewater subsidiaries and non-utility subsidiaries;
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customer base growth opportunities in Delaware and Cecil County, Maryland;
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our belief regarding our capacity to provide water services for the foreseeable future to our customers;
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our belief relating to our compliance and the cost to achieve compliance with relevant governmental regulations;
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our expectation of the timing of decisions by regulatory authorities;
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the impact of weather and climate change on our operations;
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the execution of our strategic initiatives;
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our expectation regarding the timing for construction on new projects;
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the adoption of recent accounting pronouncements from time to time
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contract operations opportunities;
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legal proceedings;
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our properties;
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deferred tax assets;
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the adequacy of our available sources of financing;
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the expected recovery of expenses related to our long-term debt;
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our expectation to be in compliance with financial covenants in our debt instruments;
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our ability to refinance our debt as it comes due;
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our ability to adjust our debt level, interest rate, maturity schedule and structure;
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the timing and terms of renewals of our lines of credit;
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changes in interest rates;
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plans to increase our wastewater treatment operations, engineering services and other revenue streams less affected by weather;
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expected future contributions to our postretirement benefit plan;
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anticipated growth in our non-utility subsidiaries;
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anticipated investments in certain of our facilities and systems and the sources of funding for such investments;
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sufficiency of internally generated funds and credit facilities to provide working capital and our liquidity needs; and
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the specific and overall impacts of the COVID-19 global pandemic on our financial condition and results of operations.
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Certain factors, as discussed under Item 1A - Risk Factors, that could cause results to differ materially from those in the forward-looking statements
include, but are not limited to:
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changes in weather;
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changes in our contractual obligations;
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changes in government policies;
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the timing and results of our rate requests;
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failure to receive regulatory approvals;
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changes in economic and market conditions generally;
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unexpected events, restrictions and policies related to a public health crisis, including the COVID-19 pandemic; and
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other matters discussed elsewhere in this Annual Report on Form 10-K.
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While the Company may elect to update forward-looking statements, we specifically disclaim any obligation to do so, except as may be required under
applicable securities laws, 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 Annual Report on Form 10-K.
General Information
Artesian Resources Corporation, or Artesian Resources, is a Delaware corporation incorporated in 1927, that is the holding company of eight wholly-owned
subsidiaries offering water, wastewater and other services in Delaware, Maryland and Pennsylvania. The Company’s principal executive offices are located at 664 Churchmans Road, Newark, Delaware 19702. Our principal subsidiary, Artesian Water Company,
Inc., is the oldest and largest investor-owned public water utility on the Delmarva Peninsula, and has been providing superior water service since 1905. We distribute and sell water, including water for public and private fire protection, to
residential, commercial, industrial, municipal and utility customers in the states of Delaware, Maryland and Pennsylvania. We provide wastewater services to customers in Delaware. In addition, we provide contract water and wastewater operations, and
water, sewer and internal Service Line Protection Plans. Our Class A Non-Voting Common Stock is listed on the Nasdaq Global Select Market and trades under the symbol “ARTNA.” Our Class B Common Stock trades on the Nasdaq’s OTC Bulletin Board under the
symbol “ARTNB.”
Artesian Resources is the holding company of five regulated public utilities: Artesian Water Company, Inc., or Artesian Water, Artesian Water Pennsylvania,
Inc., or Artesian Water Pennsylvania, Artesian Water Maryland, Inc., or Artesian Water Maryland, Artesian Wastewater Management, Inc., or Artesian Wastewater, and Artesian Wastewater Maryland, Inc., or Artesian Wastewater Maryland; and three
non-utility subsidiaries: Artesian Utility Development, Inc., or Artesian Utility, Artesian Development Corporation, or Artesian Development, and Artesian Storm Water Services, Inc., or Artesian Storm Water. Effective January 14, 2022, Artesian
Wastewater is the holding company of Tidewater Environmental Services, Inc. dba Artesian Wastewater, or TESI, a regulated public utility. The terms “we,” “our,” “Artesian,” and the “Company” as used herein refer to Artesian Resources and its
subsidiaries. The business activity conducted by each of our subsidiaries is discussed below under separate headings.
Our Market
Our current market area is the Delmarva Peninsula. Our largest service area is in the State of Delaware. Substantial portions of Delaware, particularly
outside of northern New Castle County, are not served by a public water or wastewater system and represent potential opportunities for Artesian Water and Artesian
Wastewater to obtain new exclusive franchised service areas. We continue to focus resources on developing and serving existing service territories and obtaining new territories throughout Delaware.
We hold Certificates of Public Convenience and Necessity, or CPCNs, for approximately 305 square miles of exclusive water service territory, most of which is
in Delaware with some territory being in Maryland and Pennsylvania. Our largest connected regional water system, consisting of approximately 141 square miles and 78,600 metered customers, is located in northern New Castle County and portions of
southern New Castle County, Delaware. We hold CPCNs for approximately 58 square miles of wastewater service territory located in Sussex County, Delaware. In January 2022, approximately 23 square miles of wastewater service territory, located in
Sussex County, Delaware, was added upon the closing of the acquisition of TESI. A significant portion of our exclusive service territory is in Sussex County, Delaware and remains undeveloped, and if and when development occurs and there is population
growth in these areas, we anticipate we will increase our customer base by providing water and/or wastewater service to the newly developed areas and new customers.
Subsidiaries
Artesian Water
Artesian Water, our principal subsidiary, 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, municipal and state water providers. Artesian
Water also provides water for public and private fire protection to customers in our service territories. Artesian Water produced approximately 79% of our 2022 consolidated operating revenues. In May 2022, Artesian Water completed its purchase of substantially all of the water operating assets from the Town of Clayton, or Clayton, a Delaware municipality located in Kent County, Delaware. This purchase agreement is
discussed further in the “Strategic Direction and Recent Developments” section.
We derive about 90% of our self-supplied groundwater from wells that pump groundwater from aquifers and other formations located in the Atlantic
Coastal Plain. The remaining 10% of our groundwater supply comes from wells in the Piedmont Province. We use a variety of treatment methods, including aeration, pH adjustment, chlorination, fluoridation, ultra violet oxidation, arsenic removal,
nitrate removal, radium removal, iron removal, and carbon adsorption to meet federal, state and local water quality standards. Additionally, a corrosion inhibitor is added to our self-supplied groundwater and to supply from interconnections. We
have 61 different water treatment facilities in our Delaware systems. All water supplies that we purchase from neighboring utilities are potable.
To supplement our groundwater supply, we purchase treated surface water through
interconnections only in the northern service area of our New Castle County, Delaware system. The treated surface water is blended with our groundwater supply for distribution to our customers. Nearly 95% of the overall 8.6 billion gallons of water
we distributed in all of our Delaware systems during 2022 came
from our groundwater wells, while the remaining 5% came from interconnections with other utilities and municipalities. In Delaware in 2022, we pumped an average of 22.2 million gallons per day, or mgd, from our groundwater wells and obtained an
average of approximately 1.3 mgd from interconnections. Our peak water supply capacity currently is approximately 57.7 mgd. We believe that we have in place sufficient capacity to provide water service for the foreseeable future to all existing and
new customers in all of our service territories.
Most of our New Castle County, Delaware water system is interconnected. In the remainder of the State of Delaware, we have several satellite systems
that have not yet been connected by transmission and distribution facilities. We intend to join these systems into larger integrated regional systems through the construction of a transmission and distribution network as development continues and
our expansion efforts provide us with contiguous exclusive service territories.
In Delaware, we have 21 interconnections with two neighboring water utilities and six municipalities that provide us with the ability to purchase or
sell water. An interconnection agreement with Chester Water Authority, that expired December 31, 2021, had a “take or pay” clause requiring us to purchase 3.0 mgd. The current agreement with Chester Water Authority, which is effective from January
1, 2022 through December 31, 2026, includes automatic five-year renewal terms, unless terminated by either party, and has a “take or pay” clause which required us to purchase water on a step-down schedule through July 5, 2022 and now requires us to
purchase a minimum of 0.5 mgd.
As of December 31, 2022, we were serving customers through approximately 1,442 miles of transmission and distribution mains. Mains range in diameter
from two inches to twenty-four inches, and most of the mains are made of ductile iron or cast iron.
We have 35 storage tanks in Delaware, most of which are elevated, providing total system storage of approximately 44.0 million gallons. We have
developed and are using an Aquifer Storage and Recovery, or ASR, system in New Castle County, Delaware. Our ASR system provides approximately 130.0 million gallons of storage capacity, which can be withdrawn at an average rate of approximately 1.0
mgd. At some locations, we rely on hydro-pneumatic tanks to maintain adequate system pressures. Where possible, we combine our smaller satellite systems with systems having elevated storage facilities.
Artesian Water Maryland
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 Water Maryland owns and operates 9 public water systems.
The majority of the 0.1 billion gallons of water we distributed in all of our
Maryland systems during 2022 came from our groundwater wells,
while a portion came from treated surface water. We have ten separate water treatment facilities in our Maryland systems. We have one water treatment facility that treats surface water through an intake in the Susquehanna River, located in Cecil
County, Maryland, which has the ability to supply up to 1.0 mgd of water. Our peak water supply capacity currently is approximately 2.0 mgd. We have 8 storage tanks capable of storing approximately 2.5 million gallons. We believe that we have in
place sufficient capacity to provide water service for the foreseeable future to all existing and new customers in all of our service territories.
In Maryland, we have one interconnection with the Artesian Water system in
Delaware, one interconnection with a neighboring utility, and four interconnections with municipalities. These interconnections are capable of providing over 3.0 mgd of water to our Maryland systems.
Artesian Water Pennsylvania
Artesian Water Pennsylvania began operations in 2002. It provides water
service to a residential community in Chester County, Pennsylvania.
Artesian Wastewater
Artesian Wastewater began providing wastewater services in Sussex County, Delaware in July 2005. 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, combined, are permitted to treat and/or dispose of approximately 2.3 mgd.
Artesian Wastewater and Sussex County, a political subdivision of Delaware, provide reciprocal services to address the need of each for additional wastewater treatment and disposal capacity in certain service areas within Sussex County. 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 provides treated process wastewater disposal services for an industrial customer at a rate up to 1.5 mgd. We began operating this facility in late June 2021, shortly after the industrial customer received its process wastewater
treatment operating permit.
TESI
In January 2022, Artesian Wastewater acquired Tidewater Environmental Services, Inc. Artesian Wastewater operates as the parent holding company of
Tidewater Environmental Services, Inc. dba Artesian Wastewater, or TESI. TESI was incorporated in 2004 and is a regulated entity that owns wastewater collection and treatment infrastructure and provides wastewater services to customers in Sussex
County, Delaware as a regulated public wastewater service company. Artesian Wastewater purchased all of the stock of TESI from Middlesex Water Company, or Middlesex, for $6.4 million in cash and other consideration, including forgiveness of a $2.1
million note due from Middlesex. This acquisition more than doubled the number of wastewater customers served by Artesian’s Delaware wastewater subsidiaries in Sussex County, Delaware and included all residents within the Town of Milton, Delaware.
TESI owns and operates seven wastewater treatment facilities, which, combined, are permitted to treat and/or dispose of approximately 713,000 gallons per
day.
Artesian Wastewater Maryland
Artesian Wastewater Maryland was incorporated on June 3, 2008 and is
authorized and able to provide regulated wastewater services to customers in the State of Maryland. It is currently not providing these services.
Artesian Utility
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 throughout the Delmarva Peninsula.
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. Artesian Utility currently operates three wastewater treatment systems with a combined capacity of up to approximately 3.8 mgd. 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 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 (collectively, SLP Plans). 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 up to an annual limit.
Artesian Development
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 office facility consists of approximately 10,000 square feet of office space along with nearly 10,000 square feet of
warehouse space.
Artesian Storm Water
Artesian Storm Water, incorporated in 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. Artesian Storm Water is not actively seeking new
opportunities.
Government Regulations
Overview
The Company is subject to federal, state and local laws and regulations in all of the jurisdictions in which it operates.
These regulations include state commission orders, environmental protection, securities and exchange activities, including financial reporting and internal
controls processes, data protection and privacy, tax compliance, health and safety, labor and employment practices, and other general business activities.
State Regulatory Commission Matters
Our water and wastewater utility operations are subject to regulation by their respective state regulatory commissions, which have broad administrative power
and authority to regulate rates charged for service, determine franchise areas and conditions of service, approve acquisitions, authorize the issuance of securities and the incurrence of indebtedness, and other matters. The profitability of our
utility operations is influenced, to a great extent, by the timeliness and adequacy of regulatory relief we are granted by the respective regulatory commissions or authorities in the states in which we operate. See Note 13 to our Consolidated
Financial Statements for a full description of recent regulatory proceedings.
Service Territory Expansion
In Delaware, a CPCN grants a water or wastewater company the exclusive right to serve all existing and new customers within a designated area. The Delaware
Public Service Commission, or DEPSC, has the authority to issue and revoke these CPCNs. In this Form 10-K, we may refer to CPCNs as "franchises" or "service territories."
For a water company, the DEPSC may grant a CPCN under circumstances where there has been a determination that the water in the proposed service area does not
meet the regulations governing drinking water standards of the Delaware Division of Public Health, or DPH, for human consumption or where the supply is insufficient to meet the projected demand. For a wastewater company, the DEPSC has jurisdiction
over non-governmental wastewater utilities having fifty or more customers in the aggregate. A CPCN for water and wastewater utilities shall be granted by the DEPSC to applicants in possession of one of the following:
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a signed service agreement with the developer of a proposed subdivision or development, which subdivision or development has been duly approved by
the respective county government;
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a petition requesting such service signed by a majority of the landowners of the proposed territory to be served; or
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a duly certified copy of a resolution from the governing body of a county or municipality requesting the applicant to provide service to the
proposed territory to be served.
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A water or wastewater utility that has a CPCN must obtain the approval of the DEPSC to abandon a service territory. Once a CPCN is granted to a water or
wastewater utility, it may not be suspended or terminated unless the DEPSC determines in accordance with its rules and regulations that good cause exists for any such suspension or termination. Although we have been granted an exclusive franchise for
each of our existing water and wastewater systems in Delaware, our ability to expand service areas can be affected by the DEPSC awarding franchises to other regulated water or wastewater utilities with whom we compete for such franchises.
In Maryland, the Company must obtain approval from the appropriate local government authority for the ability to serve a particular area and also ensure that
the acquired area is in the county’s master water and sewer plan. The authority to exercise a franchise must then be obtained from the Maryland Public Service Commission, or MDPSC. Utilities that seek to develop a franchise by constructing new
facilities must obtain appropriate approvals from the Maryland Department of the Environment, or MDE, the local government and the MDPSC. The utility must also obtain approval for soil and erosion plans and easement agreements from appropriate
parties.
Environmental Regulation
The United States Environmental Protection Agency, or the EPA, the Delaware Department of Natural Resources and Environmental Control, or DNREC, and DPH,
regulate the water quality of our treatment and distribution systems in Delaware, as do the EPA and the MDE, with respect to our operations in Maryland. The Chester Water Authority, which supplies water to Artesian Water through an interconnection in
northern New Castle County, is regulated by the Pennsylvania Department of Environmental Protection, as well as the EPA. We believe that we are in material compliance with all current federal, state and local water quality standards, including
regulations under the federal Safe Drinking Water Act. However, if new water quality regulations are too costly, or if we fail to comply with such regulations, it could have a material adverse effect on our financial condition, results of operations
and planned capital investments.
The water industry is capital intensive, with one of the highest levels of capital investment in plant and equipment per dollar of revenue among all
utilities. Increasingly stringent drinking water regulations adopted to meet the requirements of the Safe Drinking Water Act have required the water industry to invest in more advanced treatment systems and processes, which require a heightened level
of expertise. We have made significant enhancements to existing facilities to effectively treat and remove compounds as required by government agencies, such as ultra violet oxidation treatment, ceramic membrane filtration and carbon filtration. We
are currently in full compliance with the requirements of the Safe Drinking Water Act. Even though our water utility was founded in 1905, the majority of our investment in infrastructure occurred in the last 40 years.
As required by the Safe Drinking Water Act, the EPA has established maximum contaminant levels for various substances found in drinking water to ensure that
the water is safe for human consumption. These limits are known as Maximum Contaminant Levels and Maximum Residual Disinfection Levels. The EPA also regulates how often public water systems monitor their water for contaminants and report the
monitoring results to the individual state agencies or the EPA. Generally, the larger the population served by a water system, the more frequent the monitoring and reporting requirements. The Safe Drinking Water Act applies to all 50 states. The EPA
has recently proposed regulatory actions addressing per- and polyfluoroalkyl substances, or PFAS, including rules to confront PFAS contamination nationwide, with potentially significant implications. The EPA issued a proposal to designate two of the
most widely used PFAS as hazardous substances. The EPA has also declared drinking water health advisories levels for PFAS.
The Lead and Copper Rule, or LCR, is a United States federal regulation that limits the concentration of lead and copper allowed in public drinking water at
the consumer's tap, in addition to limiting the permissible amount of pipe corrosion occurring due to the water itself. The EPA first issued the rule in 1991 pursuant to the Safe Drinking Water Act. The EPA promulgated the regulations following
studies that concluded that copper and lead adversely affect an individual’s physical and mental health. The LCR sought to therefore limit the levels of these metals in water by improving water treatment centers, determining copper and lead levels for
customers who use lead plumbing parts, and eliminating the water source as a source of lead and copper. If the lead and copper levels exceed the "action levels", water suppliers are required to educate their consumers on how to reduce exposure to
lead. The EPA published a revised LCR in 2021, with a compliance deadline expected in 2024. These revised requirements provide greater and more effective protection of public health by reducing exposure to lead and copper in drinking water.
Implementation of the revised rule will better identify high levels of lead, improve the reliability of lead tap sampling results, strengthen corrosion control treatment requirements, expand consumer awareness and improve risk communication. In
addition, implementation of the revised rule will accelerate lead service line replacements by closing existing regulatory loopholes, propelling early action, and strengthening replacement requirements. We are fully compliant with the current LCR and
are actively examining the revised LCR to ensure we are fully compliant on or before the compliance deadline date, which is expected to be in October 2024.
The DPH has set maximum contaminant levels for certain substances that are more restrictive than the maximum contaminant levels set by the EPA. The DPH is
the EPA's agent for enforcing the Safe Drinking Water Act in Delaware and, in that capacity, monitors the activities of Artesian Water and reviews the results of water quality tests performed by Artesian Water for adherence to applicable regulations.
Artesian Water is also subject to other laws regulating substances and contaminants in water, including rules for volatile organic compounds and the Total Coliform Rule.
A normal by-product of our iron removal treatment facilities is a solid consisting of the iron removed from untreated groundwater plus residue from chemicals
used in the treatment process. The solids produced at our facilities are either disposed directly into approved wastewater facilities or removed from our facilities by a licensed third-party vendor. A normal by-product of our carbon adsorption
filtration process is exhausted carbon media, which is disposed of by the contractor providing the media replacement. Management believes that the costs of compliance with existing federal, state and local laws and regulations regulating the discharge
of materials into the environment, or otherwise relating to the protection of the environment, has had no material adverse effect upon the business and affairs of the Company, but there is no assurance that such compliance costs will continue to not
have a material effect in the future.
Under Delaware state laws and regulations, we are required to file applications
with DNREC for water allocation permits for each of our operating wells pumping greater than 50,000 gallons per day. For any wells in the Delaware River Basin, we must also file allocation permits with the Delaware River Basin Commission, or
DRBC. We have 138 operating and 63 observation and monitoring wells in our Delaware systems. At December 31, 2022, we had allocation permits for 115 wells, and 23 wells
that did not require a permit.
Our access to aquifers within our service territory is not exclusive. Water
allocation permits control the amount of water that can be drawn from water resources and are granted with specific restrictions on water level draw down limits, annual, monthly and daily pumpage limits, and well field allocation pumpage limits. We
are also subject to water allocation regulations that control the amount of water that we can draw from water sources. As a result, if new or more restrictive water allocation regulations are imposed, they could have an adverse effect on our
ability to supply the demands of our customers, and in turn, our water supply revenues and results of operations. Our ability to supply the demands of our customers historically has not been affected by private usage of the aquifers by landowners or
the limits imposed by the State of Delaware. Because of the extensive regulatory requirements relating to the withdrawal of any significant amounts of water from the aquifers, we believe that third-party usage of the aquifers within our service
territory will not interfere with our ability to meet the present and future demands of our customers.
The MDE ensures that water quality and quantity at all public water systems in Maryland meet the needs of the public and are in compliance with federal and
state regulations. The MDE also ensures that public drinking water systems provide safe and adequate water to all current and future users in Maryland, and that appropriate usage, planning, and conservation policies are implemented for Maryland’s water
resources. The MDE oversees the development of Source Water Assessments for water supplies and issues water appropriation permits for public drinking water systems. In order to appropriate water for municipal, commercial, industrial or other
non-domestic uses, a Water Appropriation Permit must be obtained. Issuance of the permit involves evaluating the needs of the user and the potential impact of the withdrawal on neighboring users and the water source in order to maximize beneficial use
of the water. Permits for large appropriations often involve conducting pump tests to measure adequacy of an aquifer and safe yield of a well, or reviewing stream flow records to determine the adequacy of a surface water source. Regulations require
all new community water systems to have sufficient technical, managerial and financial capacity to provide safe drinking water to their consumers prior to being issued a construction permit. Also, capacity management guidance contains capacity limiting factors that can include source capacity, treatment capacity and appropriation permit quantity. The quantity of water withdrawn from the Port Deposit surface water
intake is allocated by the Susquehanna River Basin Commission, or SRBC, and the MDE. We have 14 operating wells and one surface water in-take in our Maryland systems.
The Clean Water Act has established the foundation for wastewater discharge control in the United States. The Clean Water Act established a control program
for ensuring that communities have clean water by regulating the release of contaminants into waterways. Permits that limit the amounts of pollutants discharged are required of all wastewater dischargers under the National Pollutant Discharge
Elimination System, or the NPDES, permit program. In accordance with the NPDES permit program, the implementing states set maximum discharge limits for wastewater effluents and overflows from wastewater collection systems. Discharges that exceed the
limits specified under the NPDES permit program can lead to the imposition of penalties. The Clean Water Act also requires that wastewater treatment plant discharges meet a minimum of secondary treatment. The secondary treatment process can remove
90% to 99% of the organic matter in wastewater. Our removal efficiency is generally 96% to 98%.
Under Delaware state laws and regulations, we are required to hold a permit from DNREC for the construction, operation, maintenance or repair of any on-site
wastewater treatment and disposal systems with daily design flow rates of 2,500 gallons or greater. A classification on the facility is performed in accordance with Regulations Licensing Operators of Wastewater Facilities. The class of operator
required for the facility is determined by the Board of Certification for Licensed Wastewater Operations in accordance with Regulations Licensing Operators of Wastewater Facilities. We work to ensure that we operate environmentally friendly wastewater
systems that meet federal, state and local laws.
Additional General Information
Seasonality
Substantially all of our water customers are metered, which allows us to measure and bill for our customers’ water consumption. Demand for water during the
warmer months is generally greater than during cooler months primarily due to additional customer requirements for water in connection with cooling systems, swimming pools, irrigation systems and other outside water use. Throughout the year, and
particularly during typically warmer months, demand for water will vary with temperature and rainfall. In the event that temperatures during the typically warmer months are cooler than expected, or there is more rainfall than expected, the demand for
water may decrease and our revenues may be adversely affected.
Competition
Our business in our franchised service areas is substantially free from direct competition with other public utilities, municipalities and other entities.
However, our ability to provide additional water and wastewater services is subject to competition from other public utilities, municipalities and other entities. Even though our regulated subsidiaries have been granted an exclusive franchise for each
of our existing community water and wastewater systems, our ability to expand service areas can be affected by the DEPSC, the MDPSC or the Pennsylvania Public Utility Commission, or PAPUC, awarding franchises to other regulated water or wastewater
utilities with whom we compete for such franchises.
Materials and Supplies
We are highly dependent on the availability of essential materials and parts from our suppliers for expansion, construction and maintenance of our services.
The majority of the materials required for our water and wastewater utility business are typically under contract at fixed prices, however, supply chain issues associated with the COVID-19 pandemic, compounded by increasing inflation, resulted in price
increases and delays in procuring certain materials and equipment. We have been successful in minimizing these delays and cost increases with thorough planning and pre-ordering, however there is no assurance that our future financial results or
business operations will not be negatively affected.
Suppliers and Independent Contractors
We are dependent upon the ability of our suppliers and independent contractors to meet performance specifications, quality standards and delivery schedules
at our anticipated costs. While we maintain an extensive qualification and performance review system to control risk associated with such reliance on third parties, failure of suppliers or independent contractors to meet commitments could adversely
affect construction and maintenance schedules. The remaining effects of the COVID-19 pandemic have delayed some of our construction projects and our lead time for material deliveries however, those delays have not impacted our ability to maintain our
level of service to customers. We are also dependent on the availability of electricity and purchased water at affordable prices. Our electric costs and purchased water costs are at a fixed price under contract.
Employees and Human Capital Resources
As of December 31, 2022, we employed 252 full-time employees. Of these
employees, 54 were officers and managers; 120 were employed as operations personnel, including engineers, technicians, draftsman, maintenance and repair persons, meter readers and utility personnel; and 45 were employed in accounting, budgeting,
information systems, human resources, customer relations and public relations. The remaining 33 employees were administrative personnel. The Company has no collective bargaining agreements with any of its employees, and its work force is not union
organized or union represented. We believe that our relations with our employees are good. Through ongoing employee development, competitive compensation and benefits, and a focus on health, safety and employee wellbeing, we strive to help
our employees in all aspects of their lives.
We believe the Company’s success depends on its ability to attract, develop and retain key personnel. We provide our employees with resources that
contribute to their professional development, including technical training and performance reviews. A core principle of our company is to promote from within and offer advancement opportunities at all levels of employment, which helps us retain
talented employees. We believe our management team has the experience, talent and dedication necessary to effectively execute our business goals and growth strategy. We recognize that the skills, experience, diversity, industry knowledge and
dedication of our employees significantly benefit our operations and performance.
We set pay ranges based on market data. When considering compensation, we
consider factors such as an employee’s role, experience, and his or her performance. We regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our compensation is fair and
equitable.
Health and safety in the workplace for our employees is one of the Company’s core values. Hazards in the workplace are proactively identified and actions
are taken to maintain workplace safety. We sponsor a wellness program designed to enhance physical, financial, and mental wellbeing for all our employees. Throughout the year, we encourage healthy behaviors through regular communications, educational
sessions and other incentives. The COVID-19 pandemic further emphasized the importance of keeping our employees safe and healthy. In response to the pandemic, the Company took actions to help protect our employees so that they could continue to
perform their work in a safe and effective manner.
We use outside consultants and independent contractors on an as needed basis for various services. We rely on our independent contractors to manage their
respective employee relations so that the services they are contractually obligated to perform for us satisfy our requirements. Management believes that through our own employees, coupled with the services provided by our independent contractors and
outside consultants, we have sufficient human capital to continue to operate our business successfully.
Available Information
We are a Delaware corporation with our principal executive offices located at 664 Churchmans Road, Newark, Delaware, 19702. Our telephone number is (302)
453-6900 and our website address is www.artesianwater.com. We make available free of charge through our website our Code of Ethics, Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, our Corporate Governance Guidelines, and our Board Committee Charters as soon as reasonably practicable after such material is electronically filed
with or furnished to the Securities and Exchange Commission, or the SEC. We include our website address in this Annual Report on Form 10-K only as an inactive textual reference and do not intend it to be an active link to our website. Information
contained on our website shall not be deemed incorporated into, or to be a part of, this report.
We are exposed to a variety of risks and uncertainties. Most are general risks and uncertainties applicable to all water and wastewater utility companies.
We describe below some of the specific known risk factors that could negatively affect our business, financial condition or results of operations. If one or more of these risks or uncertainties occur, actual results may vary materially from our
projections.
Risks Related to Our Operations
We are dependent upon the ability of our suppliers and independent contractors to meet performance specifications, quality standards and delivery
schedules at our anticipated costs.
While we maintain an extensive qualification and performance review system to control risk associated with such reliance on third parties, failure of
suppliers or independent contractors to meet commitments could adversely affect construction and maintenance schedules and our results of operations and financial condition. We have been affected and could continue to be affected by supplier delays
and increased costs, due to the impacts of inflation, which are outside of our control and could affect our results of operations. We are also dependent on the availability of electricity and purchased water at affordable prices. While our
electricity costs and purchased water costs are at fixed prices under contracts, after the expiration of these contracts, we may be required to pay higher electricity costs and purchased water costs.
We are subject to risks associated with the collection, treatment and disposal of wastewater.
Wastewater collection, treatment and disposal involve various unique risks. If collection or treatment systems fail, overflow, or do not operate properly,
untreated wastewater or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to wildlife and economic damages, which may not be recoverable in fees. This risk is most
acute during periods of substantial rainfall or flooding, which are common causes of sewer overflow and system failure. Liabilities resulting from such damages and injuries could materially and adversely affect our business, results of operations and
financial condition.
General economic conditions may materially and adversely affect our financial condition and results of operations.
The effects of adverse U.S. economic conditions may lead to a number of impacts on our business that may materially and adversely affect our financial
condition and results of operations. Such impacts may include a reduction in discretionary and recreational water use by our residential water customers, particularly during the summer months; a decline in usage by industrial and commercial customers
as a result of decreased business activity and commerce in our customers’ businesses; an increased incidence of customers’ inability to pay their bills, bankruptcy or delay in paying their bills which may lead to higher bad debt expense and reduced
cash flow; and a lower natural customer growth rate may result as compared to what had been experienced before the economic downturn due to a decline in new housing starts and a possible slight decline in the number of active customers due to housing
vacancies or abandonments.
Aging infrastructure may lead to service disruptions, property damage and increased capital expenditures and operation and management costs, all of which
could negatively impact our financial results.
We have risks associated with aging infrastructure, including water and sewer mains, pumping stations and water and wastewater treatment facilities.
Additionally, the nature of information available on buried and newly acquired assets may be limited, which may challenge our ability to conduct efficient asset management and maintenance practices. Assets that have aged beyond their expected useful
lives may experience a higher rate of failure. Failure of aging infrastructure could result in increased capital expenditures and operation and management costs. In addition, failure of aging infrastructure may result in property damage, and in safety,
environmental and public health impacts. To the extent that any increased costs or expenditures are not fully recovered in rates, our results of operations, liquidity and cash flows could be negatively impacted.
Potential terrorist attacks or sabotage may disrupt our operations and adversely affect our business, operating results and financial condition.
We are subject to possible sabotage of our water and wastewater systems, including vandalism causing an interruption in water supply and a reduction in water
quality, and terrorism, causing contamination of the water supply and a reduction in water quality. We have security measures in place at our facilities to reduce the possibility of future occurrences of sabotage, vandalism, or terrorism and to secure
our water and wastewater systems. These security measures address water collection, pretreatment, treatment, distribution, storage, wastewater disposal, electronic or automated systems, and the use, handling, delivery, and storage of all chemicals.
We also have programs in place to ensure employee awareness of potential threats. We have and will continue to bear any increase in costs, most of which have been recoverable under state regulatory policies, for security precautions to protect our
facilities, operations and supplies. While the costs of increases in security, including capital expenditures, may be significant, we expect these costs to continue to be recoverable in water and wastewater rates. Despite our security measures, we
may not be in a position to control the outcome of terrorist events, sabotage or other attacks on our water systems, should they occur.
We depend on the availability of capital for expansion, construction and maintenance. Weaknesses in capital and credit markets or increased interest rates
may limit our access to capital.
Our ability to continue our expansion efforts and fund our utility construction and maintenance program depends on the availability of adequate capital.
There is no guarantee that we will be able to obtain sufficient capital in the future on favorable terms and conditions, such as changes in market conditions and events beyond our control, most recently increases to interest rates, for expansion,
construction and maintenance. In the event our lines of credit are not extended or we are unable to refinance our first mortgage bonds when due and the borrowings are called for payment, we will have to seek alternative financing sources, although
there can be no assurance that these alternative financing sources will be available on terms acceptable to us. In the event we are unable to obtain sufficient capital, our expansion efforts could be curtailed, which may affect our growth and may
affect our future results of operations.
Climate variability may cause weather volatility in the future and may impact water usage and related revenue, or may require additional expenditures to
reduce risk associated with any increasing storm, flood, drought or other weather occurrences, all of which may not be fully recoverable in rates or otherwise.
Severe weather, climate variability patterns and natural or other events, such as increased precipitation and flooding, increased frequency and severity of
storms and other weather events, may cause decreases in water supply, changes in water usage patterns, potential degradation of water quality, disruptions in water or wastewater services to our customers, and increases in expenditures to repair any
damage. Due to the uncertainty of weather volatility related to climate variability, we cannot predict its potential impact on our financial condition, results of operations, cash flows and liquidity. Although some or all potential expenditures and
costs with respect to our regulated businesses could be recovered through rates we charge to our customers, there can be no assurance that the applicable regulatory authority would authorize recovery of such costs, in whole or in part, for any of these
impacts.
We may be adversely affected by global climate change or by regulatory, legal or market responses to such change.
The issue of climate variability is receiving increasing attention nationally and worldwide. Climate change is an intrinsically complex global phenomenon
with inherent residual risks across its physical and regulatory dimensions that cannot be mitigated given their wide-ranging, interdependent and largely unpredictable potential scope, nature, timing or duration. Some climate researchers believe that
there will be worsening of weather volatility in the future associated with climate variability, which presents several potential challenges to water and wastewater utilities. Potential climate variability challenges include the following; increased
frequency and duration of droughts, increased frequency and severity of storms and other weather events, increased precipitation and flooding, potential degradation of water quality, unexpected changes in temperature, increases in ocean levels,
increases in disruption of service, decreases in available water supply, extreme changes in water usage patterns, increased costs to repair damaged facilities, increased costs to reduce risks associated with significant weather events or natural
disasters, increased costs to improve the reliability of our water and wastewater systems and facilities. We may experience substantial negative impacts to our business if an unexpectedly severe weather event or natural disaster damages our operations
or those of our suppliers or independent contractors in our service areas, or from the unintended consequences of regulatory changes that directly or indirectly impose substantial restrictions on our activities or adaptation requirements.
Furthermore, federal, state and local authorities and legislative bodies have issued, implemented or proposed regulations, penalties, standards or guidance
intended to restrict, moderate or promote activities consistent with resource conservation, Greenhouse Gas, or GHG, emission reduction, environmental protection or other climate-related objectives. Compliance with those directed at or otherwise
affecting our business or our suppliers’ (or their suppliers’) operations, or services, could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new and/or additional investment in designs and
technologies. We continually assess our compliance status and management of environmental matters to ensure our operations are in compliance with all applicable environmental laws and regulations. It is reasonably possible that costs incurred related
to the various physical and regulatory risks from climate change may affect our future results of operations, financial condition or cash flows. While we have health and safety protocols in place, we can provide no assurance that we or our suppliers
or independent contractors can successfully operate in areas experiencing a significant weather event or natural disaster, and we or they may be more significantly impacted and take longer, and incur higher costs, to resume operations in an affected
location, depending on the nature of the event or other circumstances. Although some or all potential expenditures and costs with respect to our regulated businesses could be recovered through rates we charge to our customers, there can be no
assurance that the applicable regulatory authority would authorize recovery of such costs, in whole or in part, for any of these impacts.
Though we have not as of the date of this report identified or experienced any particular material impact, whether singular or in combination, to our
consolidated financial statements from climate change or the associated regulatory, physical, and other risks discussed above, we cannot provide any assurance that we have or can successfully prepare for, or are or will be able to reduce or manage any
of them to the extent they may arise. In addition, the SEC has proposed extensive climate-related disclosure rules, which, if adopted, would likely result in increased compliance costs and capital expenditures.
Risks Related to Governmental Laws and Regulations
We rely on governmental approvals in the States of Delaware and Maryland and the Commonwealth of Pennsylvania, as well as approvals from the Delaware
River Basin Commission and Susquehanna River Basin Commission for applicable water allocation, water appropriation and water capacity permits. In addition, we rely on governmental approvals in the State of Delaware for applicable wastewater
collection, treatment and disposal permits for the operation of our wastewater facilities.
Our water and wastewater services are governed by various federal and state governmental agencies. Pursuant to these regulations, we are required to obtain
various permits for any additional systems and current systems to assist in our operations. If any of those permit approvals are not received timely or at all, we may risk the loss of economic opportunity and our ability to create additional systems
for the effective operation of our water business in Delaware, Maryland and Pennsylvania or our wastewater business in Delaware. We can provide no assurances that we will receive all necessary permits to add systems or continue to operate facilities
of our water or wastewater business.
Our operating revenue is primarily from water sales. The rates that we charge our customers are subject to the regulations of the public service
commissions in the states in which we operate. If a public service commission disapproves or is unable to timely approve our requests for rate increases or approves rate increases that are inadequate to cover our investments, deferred regulatory
assets or increased costs, our profitability may suffer.
We file rate increase requests, from time to time, to recover our investments in utility plant, deferred regulatory assets and expenses. Once a rate
increase petition is filed with a public service commission, the ensuing administrative and hearing process may be lengthy and costly. Artesian Water provided notice to the DEPSC of its intent to file a request in the second quarter of 2023 to
implement new rates to support Artesian Water’s ongoing capital improvement program and to cover increased costs of operations. We can provide no assurances that any future rate increase request will be approved by the DEPSC, MDPSC or PAPUC, and if
approved, we cannot guarantee that these rate increases will be granted in a timely manner and/or will be sufficient in amount to cover the investments, deferred regulatory assets and expenses for which we initially sought the rate increase. To the
extent we are able to pass through such costs to customers and a state public service commission subsequently determines that such costs should not have been paid by customers, we may be required to refund such costs, with interest, to customers. Any
such costs not recovered through rates, or any such refund, could adversely affect our results of operations, financial position or cash flows.
Our water and wastewater operations are subject to extensive federal and state laws and regulations. In addition, our operating costs and capital
expenditures could be significantly increased if new or stricter regulatory standards are imposed by federal or state environmental agencies.
We are subject to various federal, state, and local laws and regulations relating to environmental protection, including the discharge, treatment, storage,
disposal and remediation of hazardous substances and wastes. Our water and wastewater services are governed by various federal and state environmental protection and health and safety laws and regulations, including, among others, the federal Safe
Drinking Water Act, the Clean Water Act, the LCR and other federal and state laws. These federal and state regulations are issued by the EPA and state environmental regulatory agencies. Pursuant to these laws and regulations, we are required to
obtain various water allocation permits and environmental permits for our operations. The water allocation permits control the amount of water that can be drawn from water resources. New or stricter water allocation regulations can adversely affect
our ability to meet the demands of our customers. While we have budgeted for future capital and operating expenditures to maintain compliance with these laws and our permits, it is possible that new or stricter standards would be imposed that will
raise our operating costs and capital expenditures. Thus, we can provide no assurances that our costs of complying with, or discharging liability under current and future environmental and health and safety laws will not adversely affect our business,
results of operations or financial condition.
Risks Related to Our Financial Statements and Operating Results
Our business is subject to seasonal fluctuations, which could affect demand for our water service and our revenues.
Demand for water during warmer months is generally greater than during cooler months primarily due to additional customer requirements in irrigation systems,
swimming pools, cooling systems and other outside water use. In the event that temperatures during typically warmer months are cooler than normal, or rainfall is more than normal, the demand for our water may decrease and adversely affect our
revenues.
Drought conditions and government imposed water use restrictions may impact our ability to serve our current and future customers, and may impact our
customers’ use of our water, which may adversely affect our financial condition and results of operations.
We believe that we have in place sufficient capacity to provide water service for the foreseeable future to all existing and new customers in all of our
service territories. However, severe drought conditions could interfere with our sources of water supply and could adversely affect our ability to supply water in sufficient quantities to our existing and future customers. This may adversely affect
our revenues and earnings. Moreover, governmental restrictions on water usage during drought conditions may result in a decreased demand for water, which may adversely affect our revenue and earnings.
We could be adversely impacted by inflation.
We have been affected and could continue to be affected by increased costs for items such as, among others, materials for capital expenditures, fuel, and
treatment chemicals, due to the impacts of inflation. If inflation increases significantly, we may seek to increase our rates charged to customers. We can provide no assurances that any future rate increase request will be approved by the applicable
regulatory authority, and if approved, we cannot guarantee that any rate increase will be granted in a timely manner and/or will be sufficient in amount to cover costs for which we initially sought the rate increase. The impact of inflation could
adversely affect our results of operations, financial position or cash flows.
We may be required to record impairments of goodwill in the future that could have a material adverse effect on our financial condition and results of
operations.
The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible
assets acquired as of the date of an acquisition. The Company’s goodwill is primarily associated with the January 2022 acquisition of Tidewater Environmental Services, Inc. Goodwill is not amortized, but is evaluated for impairment at least annually,
or more frequently, if impairment indicators are present that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We may be required to recognize in the future an impairment of goodwill due to market
conditions, or other factors related to our performance or the performance of an acquired business, or other circumstances that may impact the fair value of assets acquired. Recognition of impairments of goodwill and changes in fair value of certain
of our assets would result in a charge to income in the period in which the impairment or change occurred, which may negatively affect our financial condition, results of operations and total capitalization.
Risks Related to Our Business Strategy
We face competition from other water and wastewater utilities for the acquisition of new exclusive service territories.
We face competition from other water and wastewater utilities as we pursue the right to exclusively serve territories in Delaware and Maryland. We address
this competition by entering into agreements with landowners, developers or municipalities and, under current law, then applying to the DEPSC or the MDPSC for a CPCN. If we are unable to enter into agreements with landowners, developers or
municipalities and secure CPCNs for the right to exclusively serve territories in Delaware or Maryland, our ability to expand may be significantly impeded.
Any future acquisitions we undertake or other actions to further grow our water and wastewater business may involve risks.
An element of our growth strategy is the acquisition and integration of water and wastewater systems in order to broaden our current service areas, and move
into new ones. It is our intent, when practical, to integrate any businesses we acquire with our existing operations. The negotiation of potential acquisitions as well as the integration of acquired businesses could require us to incur significant
costs and cause diversion of our management’s time and resources. We may not be successful in the future in identifying businesses that meet our acquisition criteria. The failure to identify such businesses may limit the rate of our growth. In
addition, future acquisitions or expansion of our service areas by us could result in:
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Dilutive issuance of our equity securities;
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Incurrence of debt and contingent liabilities;
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Difficulties in integrating the operations and personnel of the acquired businesses;
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Diversion of our management’s attention from ongoing business concerns;
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Failure to have effective internal control over financial reporting;
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Overload of human resources; and
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Other acquisition-related expense.
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Some or all of these items could have a material adverse effect on our business and our ability to finance our business and comply with regulatory
requirements. The businesses we acquire in the future may not achieve sales and profitability that would justify our investment.
We also may experience risks relating to the challenges and costs of closing a transaction and the risk that an announced transaction may not close.
Completion of certain acquisition transactions are conditioned upon, among other things, the receipt of approvals, including from certain state public utilities commissions. Failure to complete a pending transaction would prevent us from realizing the
anticipated benefits. We would also remain liable for significant transaction costs, including legal and accounting fees, whether or not the transaction is completed.
Risks Related to Legal Uncertainty
Contamination of our water supply may result in disruption in our services
and could lead to litigation that may adversely affect our business, operating results and financial condition.
Our water supplies are subject to contamination from naturally-occurring compounds as well as pollution resulting from man-made sources. Even though we
monitor the quality of our water on an on-going basis, any possible contamination due to factors beyond our control could interrupt the use of our water supply until we are able to substitute it from an uncontaminated water source. Additionally,
treating the contaminated water source could involve significant costs and could adversely affect our business. We could also be held liable for consequences arising out of human or environmental exposure to hazardous substances, if found, in our
water supply. This could adversely affect our business, results of operations and financial condition.
We are subject to, and could be further subject to, governmental investigations or actions by other third parties.
We are subject to various federal and state laws, including environmental laws, violations of which can involve civil or criminal sanctions.
Our operations from time to time could be parties to or targets of lawsuits, claims, investigations and proceedings, including system failure, injury,
contract, environmental, health and safety and employment matters, which are handled and defended in the ordinary course of business. The results of any future litigation or settlement of such lawsuits and claims are inherently unpredictable, but such
outcomes could also materially and adversely affect our business, financial position and results of operations.
Risk Related to Cybersecurity and Technology
We are dependent on the continuous and reliable operation of our information technology systems.
We rely on our information technology systems to manage operation of our business. Specifically, our business relies on the following technology
systems: customer information system, financial reporting system, asset tracking system, remote monitoring system for some of our treatment, storage and pumping facilities, human resources management system, inventory management system, and accounts
receivable collection management system. Such systems require periodic modifications, upgrades or replacement that subject us to inherent costs and risks, including substantial capital expenditures, additional administration and operating expenses,
and other risks and costs of delays in transitioning to new systems or of integrating new systems into our current systems. Our computer and communications systems and operations could be damaged or interrupted by natural disasters,
telecommunications failures or acts of war or terrorism, sabotage, theft or similar events or disruptions. A loss of these systems or major problems with the operation of these systems could affect our operations and have a material adverse effect
on our results of operations.
There have been an increasing number of cyberattacks on companies around the world, which have caused operational failures or compromised sensitive
corporate or customer data. These attacks have occurred over the internet, through malware, viruses or attachments to e-mails, or through persons inside the organization or with access to systems inside the organization. We have implemented security
measures and will continue to devote resources to address any security vulnerabilities in an effort to prevent cyberattacks. We utilize third parties to provide and maintain many of our information technology, or IT, resources, including disaster
recovery and business continuity services intended to safeguard access to and use of our IT resources during a general or local network outage, under agreements with evolving security and service level standards. Our senior IT executives also
periodically update the audit and disclosure committees and our board of directors on our cybersecurity practices and risks, most recently in November 2022. A reporting process has been established, and periodically tested and refined with the
assistance of outside experts, to escalate notice within our organization and coordinate and deploy our response to IT security events. Depending on the severity of an event, our incident reporting process includes informing, as early as
practicable, our senior corporate management. Despite our efforts, a cyberattack, if it occurred, could cause water or wastewater system problems, disrupt service to our customers, compromise important data or systems or result in an unintended
release of customer information. We feel we have adequate cybersecurity insurance coverage to mitigate the cost of any such cyberattack; however, a possible cyberattack could affect our operations and have a material adverse effect on our business
and results of operations.
Risk Associated with Management
Turnover in our management team could have an adverse impact on our business or the financial market’s perception of our ability to continue to grow.
Our success depends significantly on the continued contribution of our management team both individually and collectively. The loss of the services of any
member of our management team or the inability to hire and retain experienced management personnel could harm our operating results. In addition, turnover in our management team could adversely affect the financial market’s perception of our ability
to continue to grow.
Risks Related to Our Common Stock
There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past
dividends.
Dividends on our common stock will only be paid if and when declared by our Board of Directors. Our earnings, financial condition, capital requirements,
applicable regulations and other factors, including the timeliness and adequacy of rate increases, will determine both our ability to pay dividends on common stock and the amount of the dividends declared by our Board of Directors. There can be no
assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
Holders of Class A Non-Voting Common Stock have no voting rights. As a result, holders of Class A Non-Voting Common Stock will not have any ability to
influence stockholder decisions.
We have two classes of common stock, Class A Non-Voting Common Stock and Class B Common Stock. Under our Restated Certificate of Incorporation, the right to
vote for the election of directors and other stockholder matters is exercised exclusively by the holders of Class B Common Stock and the holders of shares of our Class A Non-Voting Common Stock do not have voting rights on any matters that are
submitted to a vote of stockholders, including with respect to the election of directors and other matters voted upon by stockholders, except as required by the Delaware General Corporation Law. The principal stockholders have significant control over
the outcome of most fundamental corporate matters.
The price of our common stock may be volatile and may be affected by market conditions beyond our control.
The trading price of our common stock may fluctuate in the future based on a variety of factors, many of which are beyond our control and unrelated to our
financial results. Factors that could cause fluctuations in the trading price of our common stock include but are not limited to volatility of the general stock market or the utility stock index, regulatory developments, general economic conditions and
trends, actual or anticipated changes or fluctuations in our results of operations, actual or anticipated changes in the expectations of investors or securities analysts, actual or anticipated developments in our competitors’ businesses or the
competitive landscape generally, litigation involving us or our industry, major catastrophic events or sales of large blocks of our stock. Furthermore, we believe that stockholders invest in public utility stocks in part because they seek reliable
dividend payments. If there is an oversupply of stock of public utilities in the market relative to demand by such investors, the trading price of our common stock may decrease. Additionally, if interest rates rise above the dividend yield offered by
our common stock, demand for our stock and its trading price may also decrease.
Risk Related to Pandemics
Our business, results of operations, financial condition, cash flows and stock price may be adversely affected by pandemics, epidemics or other public
health emergencies, such as the outbreak of the coronavirus and its variants, or COVID-19.
Our business, results of operations, financial condition, cash flows and stock price may be adversely affected by
pandemics, epidemics or other public health emergencies, such as the outbreak of COVID-19. We are considered an essential utility service company, as defined by the U.S. Department of Homeland Security. Although we continue to operate our business
consistent with federal guidelines and state and local orders, the outbreak of pandemics, epidemics or other public health emergencies and any preventive or protective actions taken by governmental authorities may have an adverse effect on our
operations. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely impact our stock price.
None.
| ITEM 2. |
PROPERTIES
|
Our corporate headquarters are located at 664 Churchmans Road, Newark, Delaware and are owned by Artesian Water.
The Company owns approximately six acres of land in New Castle County, Delaware zoned for office development and two nine-acre parcels of land in Sussex
County, Delaware for water and wastewater treatment facilities and elevated water storage. The Company also owns an office facility located in Sussex County, Delaware. The facility consists of approximately 10,000 square feet of office space along
with approximately 10,000 square feet of warehouse space.
The Company owns land, rights-of-way, easements, transmission and distribution mains, collection mains, pump facilities, treatment plants, lift stations,
treatment/disposal facilities, storage tanks, meters, vehicles and related equipment and facilities. The following table indicates our utility plant as of December 31, 2022.
|
Utility plant
comprises:
|
||||||||
|
In thousands
|
||||||||
|
|
Estimated Useful Life
(In Years)
|
December 31, 2022
|
||||||
|
Utility plant at original cost
|
||||||||
|
Utility plant in service-Water
|
||||||||
|
Intangible plant
|
---
|
$
|
140
|
|||||
|
Source of supply plant
|
45-85
|
25,223
|
||||||
|
Pumping and water treatment plant
|
8-62
|
116,915
|
||||||
|
Transmission and distribution plant
|
||||||||
|
Mains
|
81
|
338,368
|
||||||
|
Services
|
39
|
56,396
|
||||||
|
Storage tanks
|
76
|
34,567
|
||||||
|
Meters
|
26
|
29,720
|
||||||
|
Hydrants
|
60
|
17,751
|
||||||
|
General plant
|
5-31
|
65,632
|
||||||
|
|
||||||||
|
Utility plant in service-Wastewater
|
||||||||
|
Intangible plant
|
---
|
117
|
||||||
|
Treatment and disposal plant
|
21-81
|
66,420
|
||||||
|
Collection mains and lift stations
|
81
|
49,189
|
||||||
|
General plant
|
5-31
|
1,845
|
||||||
|
|
||||||||
|
Property held for future use
|
---
|
4,489
|
||||||
|
Construction work in progress
|
---
|
34,213
|
||||||
|
|
840,985
|
|||||||
|
Less – accumulated depreciation
|
172,954
|
|||||||
|
|
$
|
668,031
|
||||||
Substantially all of Artesian Water's utility plant, except the utility plant in the town of Townsend, Delaware, is pledged as security for our First
Mortgage Bonds. As of December 31, 2022, no other water utility plant has been pledged as security for loans. Two parcels of land in Artesian Wastewater are pledged as security for a loan.
We believe that our properties are generally maintained in good condition and in accordance with current standards of good water and wastewater works
industry practice. We believe that all of our existing facilities adequately meet current necessary production capacities and current levels of utilization.
For a discussion of our legal proceedings, refer to Note 17 to our Consolidated Financial Statements.
| ITEM 4. |
MINE SAFETY DISCLOSURES
|
Not applicable.
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
Market Information for the Company’s Common Equity
Artesian Resources' Class A Non-Voting Common Stock, or Class A Stock, is listed on the Nasdaq Global Select Market and trades under the symbol "ARTNA." On
March 7, 2023, the last closing sale price as reported by the Nasdaq Global Select Market was $55.13 per share. As of March 7, 2023 there were 528 holders of record of the Class A Stock. The stockholders of Class A shares are entitled to receive
dividends when they are declared by the Board of Directors. The Company has a long history of paying regular quarterly dividends as approved by our Board of Directors using
net cash from operating activities. See the Consolidated Financial Statements for additional information regarding the Company’s dividend history.
The intraday high and low Nasdaq Global Select Market prices on the Class A Stock for each quarter during the past two years were:
Our Class B Common Stock, or Class B Stock, is quoted on the OTC Bulletin Board under the symbol "ARTNB." There has been a limited and sporadic public
trading market for the Class B Stock. As of March 1, 2023, the last reported trade of the Class B Stock on the OTC Bulletin Board was at a price of $53.00 per share on February 9, 2023. As of March 7, 2023, there were 137 holders of record of the
Class B Stock. The Class B shares are paid the same dividend as the Class A shares.
Recent Sales of Unregistered Securities
During the year ended December 31, 2022, we did not issue any unregistered shares of our Class A or Class B Stock.
The following graph compares the percentage change in cumulative shareholder return on the Company’s Class A Stock with the Standard & Poor’s 500 Stock
Index and a Peer Group of water utility companies. The graph covers the period from December 2017 (assuming a $100 investment on December 31, 2017, and the reinvestment of any dividends) through December 2022:
|
|
|
INDEXED RETURNS
|
||||||||||
|
|
Base Period
|
Years Ending December 31
|
||||||||||
|
Company Name / Index
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
||||||
|
Artesian Resources Corporation
|
|
100
|
|
92.81
|
101.77
|
104.28
|
133.71
|
172.88
|
||||
|
S&P 500 Index
|
|
100
|
|
95.62
|
125.72
|
148.85
|
191.58
|
156.88
|
||||
|
Peer Group
|
|
100
|
|
100.28
|
135.27
|
156.00
|
193.40
|
165.56
|
||||
The Peer Group includes American States Water Company, American Water Works Company, Inc., Essential Utilities, Inc., California Water Service Group,
Connecticut Water Service, Inc. (included through October 9, 2019 when it was acquired by SJW Group), Middlesex Water Company, SJW Group and York Water Company.
| ITEM 6. |
RESERVED
|
| ITEM 7. |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
OVERVIEW
Our profitability is primarily attributable to the sale of water and wastewater
services in our regulated utility business. Our regulated utility segment comprised 90.7% of total operating revenues for the year ended December 31, 2022 and 93.4%
for the year ended December 31, 2021. 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 these effects of weather are short term and do not materially affect the execution of our strategic
initiatives. Our wastewater services provide a revenue stream that is not affected by these changes in weather patterns. We continue to seek growth opportunities to provide wastewater services in Delaware and the surrounding areas.
Our profitability is also attributed to other non-utility business, such as
various contract operations, water, sewer and internal SLP Plans and other services we provide. Our contract operations, SLP Plans and other services also provide a revenue stream that is not affected by changes in weather patterns. 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-utility subsidiaries due to our water, sewer, and internal SLP Plans.
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 replacement costs which must be recovered from future cash flows. Our ability to recover increases in investments in facilities is dependent upon future rate increases, which are
subject to approval by the applicable regulatory authority. We can provide no assurances that any future rate increase request will be approved, and if approved, we cannot guarantee that any rate increase will be granted in a timely manner and/or will
be sufficient in amount to cover costs for which we initially sought the rate increase. The impact of inflation could adversely affect our results of operations, financial position or cash flows.
Materials and Supplies
We are highly dependent on the availability of essential materials and parts from our suppliers for expansion, construction and maintenance of our services.
The majority of the materials required for our water and wastewater utility business are typically under contract at fixed prices, however, supply chain issues associated with the COVID-19 pandemic resulted in price increases and delays in procuring
certain materials and equipment in 2021 and 2022. We have been successful in minimizing these delays with thorough planning and pre-ordering. In addition, as of December 31, 2022, we have increased our quantity of materials and supplies, at an
increased value of approximately $2.8 million, reported in Current Assets – Materials and Supplies on the Company’s Consolidated Balance Sheets. However, there is no assurance that our future financial results or business operations will not be
negatively affected.
COVID-19 Pandemic
As of December 31, 2022, 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 as well as increased costs. 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.
Regulated Water Subsidiaries
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 December 31, 2022, the number of metered water customers in Delaware
increased approximately 3.2% compared to December 31, 2021. The number of metered water customers in Maryland increased approximately 1.2% compared to December 31, 2021. The number of metered water customers in Pennsylvania remained consistent
compared to December 31, 2021. For the year ended December 31, 2022, approximately 8.6 billion gallons of water were distributed in our Delaware systems and approximately 136.6 million gallons of water were distributed in our Maryland systems.
Regulated Wastewater Subsidiaries
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 Artesian’s Delaware wastewater customers more than doubled compared to December 31, 2021, following the acquisition of Tidewater Environmental Services, Inc., or TESI. This acquisition agreement is discussed further in the “Strategic Direction and Recent Developments” section below.
Non-Utility Subsidiaries
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 December 31, 2022, the eligible
customers enrolled in the WSLP Plan, the SSLP Plan and the ISLP Plan increased 2.4%, 0.9% and 6.4%, respectively, compared to December 31, 2021. The non-utility customers enrolled in one of our three protections plans increased 2.5%.
Strategic Direction and Recent Developments
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.
In our regulated water subsidiaries, 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.
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 attainable 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.
On May 26, 2022, Artesian Water completed its purchase of substantially all of the water operating assets from the Town of Clayton, or Clayton, a
Delaware municipality located in Kent County, Delaware, including Clayton’s exclusive franchise territory and the right to provide water service to Clayton’s existing customers, or the Clayton Water System. The total purchase price was $5.0 million,
less the current payoff amount of secured debt or debt associated with the Clayton Water System. This transfer of Clayton’s exclusive franchise territory was approved by the DEPSC on April 20, 2022.
In our regulated wastewater subsidiaries, 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. There are numerous
locations in Sussex County where Artesian Wastewater’s and Sussex County’s facilities are 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. In addition, 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, since closing the
transaction with TESI noted below, Artesian’s Delaware wastewater subsidiaries are the sole regional regulated wastewater utilities in Delaware, 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 January 14, 2022, Artesian Wastewater acquired TESI, a wholly-owned subsidiary of Middlesex Water Company, or Middlesex, that provides regulated
wastewater services in Delaware. Artesian Wastewater purchased all of the stock of TESI from Middlesex for $6.4 million in cash and other consideration, including, forgiveness of a $2.1 million note due from Middlesex. This acquisition more than
doubled the number of wastewater customers served by Artesian in Sussex County, Delaware and included all residents in the Town of Milton.
Artesian Wastewater began operating its Sussex Regional Recharge Facility in late June 2021, shortly after our large industrial customer received its
process wastewater treatment operating permit. The associated customer agreement includes a required minimum wastewater flow. Pursuant to a settlement agreement, for the calendar year 2021 only, the minimum required volume of wastewater was
prorated on a seven-month basis beginning June 1, 2021 and ending December 31, 2021.
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, aging infrastructure and acquisitions. Our planned and budgeted capital improvements over the next three years include 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-utility subsidiaries, 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies and estimates are those we believe are most important to portraying the financial condition and results of operations and also
require significant estimates, assumptions or other judgments by management. Note 1 to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements.
The following provides an overview of the accounting policies that are particularly important to the results of operations and financial condition of the Company. Changes in the estimates, assumptions or other judgments included within these
accounting policies could result in a significant change to the financial statements in any quarterly or annual period. We consider the following policies to be the most critical in understanding the judgment that is involved in preparing our
Consolidated Financial Statements. Senior management has discussed the selection and development of our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
All additions to utility plant are recorded at cost. Business combinations pursuant to ASC Topic 805 may result in a purchase price allocation and the
acquired assets are required to be evaluated by the applicable regulatory agency. Cost includes direct labor, materials, AFUDC (see description in Note 1-Utility Plant) and indirect charges for items such as transportation, supervision, pension,
medical, and other fringe benefits related to employees engaged in construction activities. When depreciable units of utility plant are retired, the historical costs of plant retired is charged to accumulated depreciation. Any cost associated with
retirement, less any salvage value or proceeds received, is charged to the regulated retirement liability. Maintenance, repairs, and replacement of minor items of utility plant are charged to expense as incurred.
We record water service revenue, including amounts billed to customers, on a cycle basis and unbilled amounts based upon estimated usage from the date of the
last meter reading to the end of the accounting period. As actual usage amounts are received, 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,
using 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, we believe the overall total
estimate of consumption and revenue for the fiscal period will not differ materially from actual billed consumption.
We record accounts receivable at the invoiced amounts. 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, the Company experienced longer receivable cycles throughout 2020, and into 2021, related to temporary executive orders issued
by state governmental agencies requiring utility companies to prohibit late fees and service disconnections for non-payment, resulting in an adjustment to increase the reserve for bad debt. During 2022, the Company experienced receivable cycles similar
to those experienced prior to 2020. Account balances are written off against the allowance when it is probable the receivable will not be recovered.
The Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 980 stipulates generally accepted accounting principles
for companies whose rates are established or subject to approvals by a third-party regulatory agency. Our regulated subsidiaries record deferred regulatory assets
under FASB ASC Topic 980, which are costs that may be recovered over various lengths of time as prescribed by the DEPSC, MDPSC and PAPUC. As the utility incurs certain costs, such as expenses related to rate case applications, a deferred regulatory
asset is created. Adjustments to these deferred regulatory assets are made when the DEPSC, MDPSC or PAPUC determines whether the expense is recoverable in rates, the length of time over which an expense is recoverable, or, because of changes in
circumstances, whether a remaining balance of deferred expense is recoverable in rates charged to customers. In addition, our regulated subsidiaries record deferred
and/or amortized regulatory liabilities under FASB ASC Topic 980, as determined by the DEPSC, the MDPSC, and the 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. Adjustments to reflect changes in recoverability of certain deferred regulatory assets or certain deferred regulatory liabilities may have a significant effect on our financial results.
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 subsidiaries 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.
Our long-lived assets consist primarily of utility plant in service and regulatory assets. We review for impairment of our long-lived assets, including
utility plant in service, in accordance with the requirements of FASB ASC Topic 360. We review regulatory assets for the continued application of FASB ASC Topic 980. Our review determines whether there have been changes in circumstances or events
that have occurred that require adjustments to the carrying value of these assets. Adjustments to the carrying value of these assets would be made in instances where changes in circumstances or events indicate the carrying value of the asset may not
be recoverable in rates charged to customers. The Company believes there are no impairments in the carrying amounts of its long-lived assets or regulatory assets at December
31, 2022.
In accordance with FASB ASC Topic 350, the accounting guidance for testing goodwill, the Company assesses goodwill for impairment annually or more frequently if we encounter events or changes in circumstances that would indicate that, more
likely than not, the carrying value of goodwill has been impaired. If the carrying value of the reporting unit exceeds its implied fair value, the Company will recognize an impairment charge for the difference up to the carrying value of the
allocated goodwill. There was no impairment of goodwill as of December 31, 2022.
Results of Operations
2022 Compared to 2021
Operating Revenues
Revenues totaled $98.9 million for the year ended December 31, 2022, $8.0 million, or 8.8%, more than revenues for the year ended December 31, 2021.
Other utility operating revenue increased approximately $4.3 million, or 59.9%, for the year ended December 31, 2022 compared to the year ended December 31,
2021. This increase is primarily due to an increase in wastewater revenue associated with residential customer growth resulting from the acquisition of TESI in January 2022, industrial wastewater services that started in June 2021, as well as organic
residential customer growth.
Non-utility operating revenue increased approximately $3.2 million, or 55.3%, for the year ended December 31, 2022 compared to the same period in 2021. The
increase is primarily due to an increase in contract service revenue related to a contract for the design and construction of wastewater infrastructure and an increase in Service Line Protection Plan revenue.
Water sales revenue increased $0.5 million, or 0.6%, for the year ended December 31, 2022 from the corresponding period in 2021, primarily due to an increase
in fixed fee revenue related to added customers. We realized 79.2% and 85.7% of our total operating revenue for the years ended December 31, 2022 and December 31, 2021, respectively, from the sale of water.
|
Percentage of Operating Revenues
|
||||||||||||
|
|
2022
|
2021
|
2020
|
|||||||||
|
Water Sales
|
||||||||||||
|
Residential
|
48.7
|
%
|
53.0
|
%
|
53.8
|
%
|
||||||
|
Commercial
|
17.6
|
19.4
|
19.5
|
|||||||||
|
Industrial
|
0.1
|
0.1
|
0.1
|
|||||||||
|
Government and Other
|
12.8
|
13.2
|
13.4
|
|||||||||
|
Other utility operating revenues
|
11.6
|
7.9
|
7.4
|
|||||||||
|
Non-utility operating revenues
|
9.2
|
6.4
|
5.8
|
|||||||||
|
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Residential
Residential water service revenues in 2022 amounted to $48.1 million, a decrease of $0.1 million, or 0.2%, below the $48.2 million recorded in 2021,
primarily due to a decrease in overall water consumption. The volume of water sold to residential customers decreased to 4,209 million gallons in 2022 compared to 4,230 million gallons in 2021, a 0.5% decrease. The number of residential customers served increased by approximately 2,900, or 3.3%, in 2022.
Commercial
Water service revenues from commercial customers in 2022 decreased by 0.6%, to
$17.5 million in 2022 from $17.6 million in 2021, primarily due to a decrease in overall water consumption. The volume of water sold to commercial customers
decreased to 2,232 million gallons in 2022 compared to 2,237 million gallons sold in 2021, a decrease of 0.2%.
Industrial
Water service revenues from industrial customers increased to $79,000 in 2022 from $49,000 in 2021. The volume of water sold to industrial customers
increased to 9.6 million gallons in 2022 from 5.3 million gallons in 2021.
Government and Other
Government and other water service revenues in 2022 increased by 5.6%, to $12.6
million in 2022 from $12.0 million in 2021, primarily due to an increase in overall water consumption. The volume of water sold to government and other customers
increased to 1,337 million gallons in 2022 compared to 1,155 million gallons in 2021, an increase of 15.8%.
Other Utility Operating Revenue
Other utility operating revenue, derived from regulated wastewater services,
contract operations, antenna leases on water tanks, finance/service charges, wastewater customer service revenues and industrial wastewater service revenues,
increased 59.9%, to $11.5 million in 2022 from $7.2 million in 2021. This increase is primarily due to an increase in wastewater revenue associated with residential customer growth resulting from the acquisition of TESI in January 2022,
industrial wastewater services that started in June 2021, as well as organic residential customer growth.
Non-Utility Operating Revenue
Non-utility operating revenue, derived from non-regulated water and wastewater
operations, increased by 55.3%, to $9.1 million in 2022 from $5.8 million in 2021. The increase is primarily due to an increase in contract service revenue related to a contract for the design and construction of wastewater infrastructure and
an increase in Service Line Protection Plan revenue.
Operating Expenses
Operating expenses, excluding depreciation and income taxes, increased $5.6 million, or 10.9%, for the year ended December 31, 2022 compared to the
year ended December 31, 2021. The components of the change in operating expenses primarily include an increase in non-utility operating expenses of $2.9 million, an increase in utility operating expenses of $2.4 million and an increase in property
and other taxes of $0.3 million.
Non-utility operating expenses increased $2.9 million, or 73.8%, primarily due to an increase in costs associated with the wastewater infrastructure design and construction contract and an increase in plumbing services related to Service Line Protection Plan repairs.
Utility operating expenses increased $2.4 million, or 5.7%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The net
increase is primarily related to the following.
|
Payroll and employee benefit costs increased $1.6 million,
primarily related to an increase in overall compensation and an increase in medical benefit costs.
|
|
Administrative costs increased $1.2 million, primarily due to outside contract services for wastewater
treatment and station maintenance associated with the TESI acquisition and adjustments made in 2021 to reduce the additional bad debt reserve from 2020 associated with the COVID-19 pandemic.
|
|
Repair and maintenance costs increased $0.9 million, primarily related to an increase in overall
maintenance costs related to the TESI acquisition. In addition, tank painting and fuel costs increased. This increase in repair and maintenance costs is partially offset by reimbursements from the Delaware Sand and Gravel Remedial Trust for
Artesian Water’s operating costs related to certain treatment costs pursuant to a settlement agreement.
|
|
Water treatment costs
increased $0.6 million, primarily related to an increase in the cost and usage of water and wastewater treatment chemicals and an increase in water treatment testing costs.
|
|
Purchased power costs increased $0.5 million, primarily due to an increase in usage related to the
additional operational costs associated with the TESI acquisition and upgraded wastewater treatment facilities, in addition to an increase in overall water operations.
|
|
Purchased water costs decreased $2.4 million, related to a decrease of water purchased under a new
contract, effective January 2022, in which the minimum amount of water required to be purchased was reduced.
|
Property and other taxes increased $0.3 million, or 5.1%, 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 57.1% for the year ended December 31, 2022, compared to
56.1% for the year ended December 31, 2021.
Depreciation and amortization expense increased $0.7 million, or 6.2%, primarily due to continued investment in utility plant providing supply, treatment,
storage and distribution of water to customers and service to our wastewater customers.
Federal and state income tax expense increased $0.1 million, or 2.5%, primarily due to higher pre-tax income in 2022 compared to 2021, partially offset
by a decrease related to stock options exercised.
Other Income, Net
Other income, net increased $0.5 million, primarily due to a $0.5
million increase in AFUDC, as a result of higher long-term construction activity subject to AFUDC for the year ended December 31, 2022 compared to the same period in 2021.
Interest Charges
Long-term debt interest increased $0.9 million, primarily related to an
increase in long-term debt interest associated with the Series W First Mortgage Bond issued on April 29, 2022.
Net Income
Our net income applicable to common stock increased $1.2 million, or 7.0%. Total operating revenues increased $8.0 million and AFUDC increased $0.5 million,
partially offset by a $6.4 million increase in total operating expenses and $0.9 million increase in interest charges.
Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report on Form
10-K includes a comparative discussion of the years ended December 31, 2021 and 2020 and is incorporated herein by reference.
Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity for the year ended December 31, 2022
were $24.3 million of cash provided by operating activities, $16.4 million in net contributions and advances from developers, which includes $2.0 million of grant funds from the State of Delaware, $31.8 million from the issuance of long-term
debt and $2.1 million in net proceeds from the issuance of common stock. These funds were used to invest $48.5 million in capital expenditures and $6.3 million in
acquisitions and to pay dividends of approximately $10.3 million.
We depend on the availability of capital for expansion, construction and maintenance. We rely on our sources of liquidity for investments in our
utility plant and to meet our various payment obligations. We expect that our net investments in utility plant in 2023 will be approximately $57.0 million. Our total obligations related to interest and principal payments on indebtedness, rental
payments, elevated storage tank agreements and water service interconnection agreements for 2023 are anticipated to be approximately $31.8 million.
Operating Activities
One of our primary sources of liquidity for the year ended December 31, 2022 was
$24.3 million provided by cash flow from operating activities. 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 Activities
The primary focus of our investment in 2022 was to continue to provide high quality, reliable service to our growing service territory. Capital
expenditures during 2022 were $48.5 million compared to $40.8 million invested during the same period in 2021. During 2022, we continue to focus our investment through our rehabilitation program for transmission and distribution facilities by
replacing aging or deteriorating mains, installation of new mains, enhancing or improving existing treatment facilities, construction of new water storage tanks, and replacing aging wells and pumping equipment to better serve our customers. In May
2022, we completed the purchase of substantially all of the water operating assets from the Town of Clayton. We also continue to invest in wastewater projects, including the acquisition of TESI in January 2022. Developers contributed $8.0 million
of the total investment during the year ended 2022.
The following chart summarizes our investment in plant and systems over the past three fiscal years
|
In thousands
|
2022
|
2021
|
2020
|
|||||||||
|
Source of supply, treatment and pumping
|
$
|
14,158
|
$
|
9,681
|
$
|
14,999
|
||||||
|
Transmission and distribution
|
17,712
|
20,951
|
15,993
|
|||||||||
|
General plant and equipment
|
3,856
|
1,739
|
3,089
|
|||||||||
|
Developer financed utility plant
|
8,038
|
6,866
|
4,132
|
|||||||||
|
Wastewater facilities
|
5,613
|
2,133
|
2,586
|
|||||||||
|
Allowance for Funds Used During Construction, AFUDC
|
(894
|
)
|
(556
|
)
|
(781
|
)
|
||||||
|
Total
|
$
|
48,483
|
$
|
40,814
|
$
|
40,018
|
||||||
Of the $67.3 million gross investment expected in 2023, approximately $10.5 million will be for extending transmission and distribution facilities to address
service needs in growth areas of our service territory. Approximately $16.4 million will be invested in renewals associated with the rehabilitation of aging infrastructure. Approximately $12.0 million will be invested in upgraded PFAS treatment
equipment, an elevated storage tank, both additional and restored water treatment facilities, and equipment and wells throughout Delaware, Maryland, and Pennsylvania to identify, develop, treat, and protect sources of water supply to assure
uninterrupted service to our customers. Approximately $9.8 million will be invested in the construction of force mains used for the transmission of wastewater to plants. Approximately $7.9 million will be invested into the ongoing construction of a
regional wastewater treatment plant, along with improvements to existing wastewater treatment plants and wastewater pumping stations. Approximately $7.5 million will be invested in general plant, which includes replacement computer hardware,
transportation and equipment upgrades, new corporate automation, and building renovations. Approximately $2.4 million will be invested in the relocations of facilities as a result of government mandates. Additionally, we will refund $0.8 million to
customers, real estate developers and builders related to previous advances for construction they provided to Artesian for distribution facilities on their properties.
Our projected capital expenditures and other investments are subject to periodic review, and revision to reflect changes in economic conditions and other
factors. The Company’s investment for 2023 is expected to be offset by developer contributions of $7.1 million and grant funds from the State of Delaware of $3.2 million, for a net investment of $57.0 million in 2023. The Company believes the net
investment in utility plant will continue to be recovered through rates charged to customers.
Financing Activities
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. We expect to fund our activities for the next twelve months using our projected cash generated from operations, bank credit lines,
state revolving fund loans, government grants, and other capital market financing as needed to provide sufficient working capital to maintain normal operations, to meet our financing requirements and to expand through strategic acquisitions.
We believe that our cash on hand and future cash generated from the foregoing activities will provide adequate resources to fund our short-term and long-term capital, operating and financing needs. However, 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.
Material Cash Requirements
Lines of Credit and Long Term Debt
At December 31, 2022, 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 December 31, 2022, there was $26.9 million of available funds under this line of credit. The previous interest rate for borrowings under this line was
the London Interbank Offered Rate, or LIBOR, plus 1.00%. It is expected that the LIBOR rate for USD currency will be discontinued after June 30, 2023. As a result, effective
May 20, 2022, this line of credit agreement was amended to replace LIBOR with the Daily Secured Overnight Financing Rate, or SOFR. The interest rate is a one-month SOFR plus 10 basis points, or Term SOFR, plus an applicable margin of 0.85%. Term
SOFR cannot be less than 0.00%. 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 21, 2023 or any date
on which Citizens demands payment. The Company expects to renew this line of credit.
At December 31, 2022, 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 December 31, 2022, there was $12.9 million of available funds
under this line of credit. The previous interest rate for borrowings under this line allowed the Company to select either LIBOR plus 1.50% or a weekly variable rate established by CoBank; the Company historically used the weekly variable
interest rate. In October 2022, this line of credit was amended to replace the previous interest rate options with a daily SOFR rate plus 1.45% option or a term SOFR rate
plus 1.45% option that is locked in for either one or three months. The term of this line of credit expires on October 29, 2023. Artesian Water expects to renew this line of credit.
The Company’s material cash requirements include the following lines of credit commitments and contractual obligations:
|
Material Cash Requirements
|
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)
|
$
|
7,924
|
$
|
15,773
|
$
|
15,659
|
$
|
237,358
|
$
|
276,714
|
||||||||||
|
State revolving fund loans (principal and interest)
|
937
|
1,699
|
1,463
|
6,364
|
10,463
|
|||||||||||||||
|
Promissory note (principal and interest)
|
961
|
1,921
|
1,924
|
10,613
|
15,419
|
|||||||||||||||
|
Asset purchase contractual obligation (principal and interest)
|
345
|
672
|
647
|
---
|
1,664
|
|||||||||||||||
|
Lines of credit
|
20,174
|
---
|
---
|
---
|
20,174
|
|||||||||||||||
|
Operating leases
|
25
|
51
|
52
|
1,406
|
1,534
|
|||||||||||||||
|
Operating agreements
|
60
|
79
|
84
|
782
|
1,005
|
|||||||||||||||
|
Unconditional purchase obligations
|
809
|
1,568
|
770
|
---
|
3,147
|
|||||||||||||||
|
Tank painting contractual obligation
|
626
|
939
|
---
|
---
|
1,565
|
|||||||||||||||
|
Total contractual cash obligations
|
$
|
31,861
|
$
|
22,702
|
$
|
20,599
|
$
|
256,523
|
$
|
331,685
|
||||||||||
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 December 31, 2022, 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 and promissory note obligation have an amortizing mortgage 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 April 29, 2022, Artesian Water and CoBank entered into a Bond Purchase Agreement, or the Agreement, relating to
the issue and sale by Artesian Water to CoBank of a $30 million principal amount First Mortgage Bond, Series W, or the Bond, due April 30, 2047, or the Maturity Date. The Bond was issued pursuant to Artesian Water’s Indenture of Mortgage dated as of
July 1, 1961, as amended and supplemented by supplemental indentures, including the Twenty-Fifth Supplemental Indenture dated as of April 29, 2022, or the Supplemental Indenture, from Artesian Water to Wilmington Trust Company, as Trustee. The
Supplemental Indenture is a first mortgage lien against substantially all of Artesian Water’s utility plant. The proceeds from the sale of the Bond were used to pay down outstanding lines of credit of the Company and a loan payable to Artesian
Resources, with any additional proceeds used to fund capital investments in Artesian Water. The DEPSC approved the issuance of the Bond on April 20, 2022. The Bond carries an annual interest rate of 4.43% through but excluding the Maturity Date.
Interest is payable on June 30th, September 30th, December 30th and March 30th in each year and on the Maturity Date, beginning June 30, 2022, until Artesian Water’s obligation with respect to the payment of principal, premium (if any) and interest
shall be discharged. Overdue payments shall bear interest as provided in the Supplemental Indenture. The term of the Bond also includes certain limitations on Artesian Water’s indebtedness.
On May 26, 2022, Artesian Water completed its purchase of substantially all of the water operating assets from the Town of Clayton, or
Clayton. The total purchase price was $5.0 million, less the current payoff amount of secured debt or debt associated with the water operating assets. At closing, Artesian Water paid approximately $3.4 million of the total purchase price. The
remaining $1.6 million is payable in five equal annual installments on the anniversary date of the closing date. Each annual installment is payable with interest at an annual rate of 2.0%.
On August 12, 2022, Artesian Water entered into three Financing Agreements, or the Financing Agreements, with the
Delaware Drinking Water State Revolving Fund (the “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. The Department makes
loans to, and acquires obligations of, eligible persons in Delaware to finance the costs of drinking water facilities in accordance with the Federal Safe Drinking Water Act using funds from the Fund. Under the Financing Agreements, the Department has
agreed to advance to Artesian Water up to $966,000, $1,167,000 and $3,200,000 (collectively, the “Loans”) from the Fund 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. In connection with the Financing
Agreements, Artesian Water issued to the Department three General Obligation Notes dated as of August 12, 2022, or the Notes. Under the Notes, borrowings under the Financing Agreements bear interest at a rate of 1.0% per annum and are further subject
to an administrative fee at a rate of 1.0% per annum (collectively, interest and the administrative fee are referred to herein as “Fee”). The Fee shall be paid semiannually on each February 1 and August 1, beginning on February 1, 2023. The Notes
will mature on February 1, 2043. As of December 31, 2022, approximately $1.8 million was borrowed under the Loans.
On December 9, 2022, Artesian Water Company entered into three Financing Agreements, or the Financing Agreements,
with the Fund, acting by and through the Department. Under the Financing Agreements, the Department has agreed to advance to or to reimburse Artesian Water up to $901,170, $1,042,695 and $1,050,000 (collectively, the “Loans”) from the Fund 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. In connection with the Financing Agreements, Artesian Water issued to the Department three General Obligation Notes dated as of December 9, 2022, or the Notes. Under
the Notes, borrowings under the Financing Agreements bear interest at a rate of 1.0% per annum and are further subject to an administrative fee at a rate of 1.0% per annum (collectively, interest and the administrative fee are referred to herein as
“Fee”). The Fee shall be paid semiannually on each June 1 and December 1, beginning on June 1, 2023. Two notes will mature on June 1, 2043 and one will mature on December 1, 2043. As of December 31, 2022, approximately $1.0 million was requested
under the Loans, and funds received in January 2023.
In order to control purchased power cost, in August 2018 Artesian Water entered into an electric supply contract with MidAmerican Energy
Services, LLC 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 was lowered 5.6% starting in May
2021. In August 2018, Artesian Water Maryland entered into an electric supply agreement with Constellation NewEnergy, Inc., effective from May 2019 through May 2022. In February 2022, Artesian Water Maryland entered into an electric supply agreement
with Constellation NewEnergy, Inc., effective from May 2022 through November 2025. In January 2022, following the acquisition of Tidewater Environmental Services, Inc., TESI dba Artesian Wastewater assumed an electricity supply contract with WGL
Energy that is effective through December 2024.
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 expired on December 31, 2021, had a “take or pay” clause requiring us to purchase 3 million gallons per day. The other agreement is effective from January 1, 2022
through December 31, 2026, includes automatic five year renewal terms, unless terminated by either party, and has a “take or pay” clause which required us to purchase water on a step down schedule through July 5, 2022, and now requires us to purchase a
minimum of 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 was $1.2 million. In September 2022, this agreement was amended to paint an additional elevated water storage tank and to extend the term of the agreement for an additional
year. Pursuant to the amended agreement, the total expenditure for the four years is $2.2 million.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 19 to our Consolidated Financial Statements for a full description of the impact of recent accounting pronouncements.
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
The Company’s business operations give rise to market risk exposure due to changes in interest rates and commodity prices. To manage such risks effectively,
the Chief Financial Officer, with support from the Executive Officers, Audit Committee and Board of Directors, evaluates strategies to mitigate these risks by limiting variable rate exposure and by monitoring the effects of market changes in interest
rates. The Company’s financial risk management evaluations are designed to protect against risk arising from extreme adverse market movements on our key exposures.
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 December 31, 2022 were approximately $20.2 million. An
increase in the variable interest rates has resulted and is expected to continue to result in an increase in the cost of borrowing on these variable rate lines of credit. Also, changes in SOFR 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 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
In thousands
|
For the Year Ended
|
||||||||
|
ASSETS
|
December 31, 2022
|
December 31, 2021
|
||||||
|
Utility plant, at original cost less accumulated depreciation
|
$
|
668,031
|
$
|
590,431
|
||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
1,309
|
92
|
||||||
|
Accounts receivable (less allowance for doubtful accounts 2022 - $416; 2021-$429)
|
13,511
|
8,367
|
||||||
|
Income tax receivable
|
1,632
|
2,234
|
||||||
|
Unbilled operating revenues
|
1,586
|
1,080
|
||||||
|
Materials and supplies
|
4,702
|
1,933
|
||||||
|
Prepaid property taxes
|
2,186
|
2,306
|
||||||
|
Prepaid expenses and other
|
2,878
|
2,652
|
||||||
|
Total current assets
|
27,804
|
18,664
|
||||||
|
Other assets
|
||||||||
|
Non-utility property (less accumulated depreciation 2022-$990; 2021-$919)
|
3,740
|
3,751
|
||||||
|
Other deferred assets
|
10,536
|
5,097
|
||||||
|
Goodwill
|
1,939
|
—
|
||||||
|
Operating lease right of use assets
|
467
|
451
|
||||||
|
Total other assets
|
16,682
|
9,299
|
||||||
|
Regulatory assets, net
|
7,274
|
6,321
|
||||||
|
Total Assets
|
$
|
719,791
|
$
|
624,715
|
||||
|
|
||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Stockholders’ equity
|
||||||||
|
Common stock
|
$
|
9,503
|
$
|
9,414
|
||||
|
Preferred stock
|
—
|
—
|
||||||
|
Additional paid-in capital
|
107,142
|
104,989
|
||||||
|
Retained earnings
|
71,286
|
63,607
|
||||||
|
Total stockholders’ equity
|
187,931
|
178,010
|
||||||
|
Long-term debt, net of current portion
|
175,619
|
143,259
|
||||||
|
|
363,550
|
321,269
|
||||||
|
Current liabilities
|
||||||||
|
Lines of credit
|
20,174
|
26,703
|
||||||
|
Current portion of long-term debt
|
2,003
|
1,591
|
||||||
|
Accounts payable
|
10,929
|
10,206
|
||||||
|
Accrued expenses
|
4,246
|
4,038
|
||||||
|
Overdraft payable
|
43
|
30
|
||||||
|
Accrued interest
|
989
|
917
|
||||||
|
Income taxes payable
|
6
|
—
|
||||||
|
Customer and other deposits
|
2,489
|
2,273
|
||||||
|
Other
|
3,190
|
1,448
|
||||||
|
Total current liabilities
|
$
|
44,069
|
$
|
47,206
|
||||
|
|
||||||||
|
Commitments and contingencies (Note 11)
|
|
|
||||||
|
|
||||||||
|
Deferred credits and other liabilities
|
||||||||
|
Net advances for construction
|
$
|
3,686
|
$
|
4,295
|
||||
|
Operating lease liabilities
|
466
|
440
|
||||||
|
Regulatory liabilities
|
28,721
|
21,260
|
||||||
|
Deferred investment tax credits
|
439
|
456
|
||||||
|
Deferred income taxes
|
54,552
|
53,133
|
||||||
|
Total deferred credits and other liabilities
|
$
|
87,864
|
$
|
79,584
|
||||
|
|
||||||||
|
Net contributions in aid of construction
|
224,308
|
176,656
|
||||||
|
Total Liabilities and Stockholders’ Equity
|
$
|
719,791
|
$
|
624,715
|
||||
The notes are an integral part of the consolidated financial
statements.
In thousands, except per share amounts
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2022
|
2021
|
2020
|
|||||||||
|
|
||||||||||||
|
Operating revenues
|
||||||||||||
|
Water sales
|
$
|
78,318
|
$
|
77,821
|
$
|
76,476
|
||||||
|
Other utility operating revenue
|
11,506
|
7,195
|
6,525
|
|||||||||
|
Non-utility operating revenue
|
9,073
|
5,843
|
5,140
|
|||||||||
|
Total Operating Revenues
|
98,897
|
90,859
|
88,141
|
|||||||||
|
Operating expenses
|
||||||||||||
|
Utility operating expenses
|
43,772
|
41,414
|
40,338
|
|||||||||
|
Non-utility operating expenses
|
6,850
|
3,942
|
3,277
|
|||||||||
|
Depreciation and amortization
|
12,620
|
11,885
|
11,143
|
|||||||||
|
Taxes
|
||||||||||||
|
State and federal income tax expense (benefit)
|
||||||||||||
|
Current
|
4,285
|
3,360
|
8,073
|
|||||||||
|
Deferred
|
1,593
|
2,377
|
(2,389
|
)
|
||||||||
|
Property and other taxes
|
5,871
|
5,587
|
5,404
|
|||||||||
|
Total Operating Expenses
|
74,991
|
68,565
|
65,846
|
|||||||||
|
|
||||||||||||
|
Operating income
|
23,906
|
22,294
|
22,295
|
|||||||||
|
|
||||||||||||
|
Other income, net
|
||||||||||||
|
Allowance for funds used during construction (AFUDC)
|
1,329
|
823
|
1,170
|
|||||||||
|
Miscellaneous
|
1,265
|
1,302
|
971
|
|||||||||
|
|
2,594
|
2,125
|
2,141
|
|||||||||
|
|
||||||||||||
|
Income before interest charges
|
26,500
|
24,419
|
24,436
|
|||||||||
|
|
||||||||||||
|
Interest charges
|
8,502
|
7,592
|
7,619
|
|||||||||
|
|
||||||||||||
|
Net income applicable to common stock
|
$
|
17,998
|
$
|
16,827
|
$
|
16,817
|
||||||
|
|
||||||||||||
|
Income per common share:
|
||||||||||||
|
Basic
|
$
|
1.90
|
$
|
1.79
|
$
|
1.80
|
||||||
|
Diluted
|
$
|
1.90
|
$
|
1.79
|
$
|
1.79
|
||||||
|
|
||||||||||||
|
Weighted average common shares outstanding:
|
||||||||||||
|
Basic
|
9,462
|
9,394
|
9,327
|
|||||||||
|
Diluted
|
9,481
|
9,426
|
9,369
|
|||||||||
|
|
||||||||||||
|
Cash dividends per share of common stock
|
$
|
1.09
|
$
|
1.05
|
$
|
1.01
|
||||||
The notes are an integral part of the consolidated financial statements.
In thousands
|
For the Year Ended December 31,
|
||||||||||||
|
|
2022
|
2021
|
2020
|
|||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net income
|
$
|
17,998
|
$
|
16,827
|
$
|
16,817
|
||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
12,620
|
11,885
|
11,143
|
|||||||||
|
Deferred income taxes, net
|
2,282
|
2,803
|
(1,963
|
)
|
||||||||
|
Stock compensation
|
152
|
193
|
178
|
|||||||||
|
AFUDC, equity portion
|
(894
|
)
|
(556
|
)
|
(781
|
)
|
||||||
|
|
||||||||||||
|
Changes in assets and liabilities, net of acquisitions:
|
||||||||||||
|
Accounts receivable, net of allowance for doubtful accounts
|
(3,779
|
)
|
94
|
(2,324
|
)
|
|||||||
|
Income tax receivable
|
602
|
(1,605
|
)
|
(610
|
)
|
|||||||
|
Unbilled operating revenues
|
(141
|
)
|
86
|
45
|
||||||||
|
Materials and supplies
|
(2,769
|
)
|
(398
|
)
|
(271
|
)
|
||||||
|
Income taxes payable
|
6
|
(28
|
)
|
(106
|
)
|
|||||||
|
Prepaid property taxes
|
697
|
(415
|
)
|
63
|
||||||||
|
Prepaid expenses and other
|
(216
|
)
|
(444
|
)
|
42
|
|||||||
|
Other deferred assets
|
(5,473
|
)
|
(445
|
)
|
(409
|
)
|
||||||
|
Regulatory assets
|
317
|
115
|
390
|
|||||||||
|
Regulatory liabilities
|
6,799
|
(535
|
)
|
(635
|
)
|
|||||||
|
Accounts payable
|
(3,989
|
)
|
3,547
|
(1,835
|
)
|
|||||||
|
Accrued expenses
|
(564
|
)
|
(71
|
)
|
301
|
|||||||
|
Accrued interest
|
72
|
(13
|
)
|
100
|
||||||||
|
Revenue reserved for refund
|
—
|
—
|
—
|
|||||||||
|
Customer deposits and other
|
545
|
270
|
213
|
|||||||||
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
24,265
|
31,310
|
20,358
|
|||||||||
|
|
||||||||||||
|
CASH FLOWS USED IN INVESTING ACTIVITIES
|
||||||||||||
|
Capital expenditures (net of AFUDC, equity portion)
|
(48,483
|
)
|
(40,814
|
)
|
(34,277
|
)
|
||||||
|
Investment in acquisitions, net of cash acquired
|
(6,341
|
)
|
—
|
(5,741
|
)
|
|||||||
|
Proceeds from sale of assets
|
65
|
90
|
46
|
|||||||||
|
NET CASH USED IN INVESTING ACTIVITIES
|
(54,759
|
)
|
(40,724
|
)
|
(39,972
|
)
|
||||||
|
|
||||||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Net (repayments) borrowings under lines of credit agreements
|
(6,529
|
)
|
(110
|
)
|
19,313
|
|||||||
|
Increase (decrease) in overdraft payable
|
13
|
(75
|
)
|
90
|
||||||||
|
Net advances and contributions in aid of construction
|
16,431
|
15,817
|
9,280
|
|||||||||
|
Net proceeds from issuance of common stock
|
2,090
|
1,390
|
1,539
|
|||||||||
|
Issuance of long-term debt
|
31,803
|
4,126
|
—
|
|||||||||
|
Dividends paid
|
(10,319
|
)
|
(9,826
|
)
|
(9,376
|
)
|
||||||
|
Debt issuance costs
|
(135
|
)
|
(19
|
)
|
(28
|
)
|
||||||
|
Principal repayments of long-term debt
|
(1,643
|
)
|
(1,825
|
)
|
(1,772
|
)
|
||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
31,711
|
9,478
|
19,046
|
|||||||||
|
|
||||||||||||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
1,217
|
64
|
(568
|
)
|
||||||||
|
|
||||||||||||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
92
|
28
|
596
|
|||||||||
|
|
||||||||||||
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
1,309
|
$
|
92
|
$
|
28
|
||||||
|
|
||||||||||||
|
Non-cash Investing and Financing Activity:
|
||||||||||||
|
Utility plant received as construction advances and contributions in aid of construction
|
$
|
8,416
|
$
|
3,538
|
$
|
2,403
|
||||||
|
Contractual amounts of contributions in aid of construction due from developers included in accounts receivable
|
$
|
726
|
$
|
545
|
$
|
1,705
|
||||||
|
Contractual amounts of contributions in aid of construction received from developers previously included in
accounts receivable
|
$
|
356
|
$
|
1,749
|
$
|
781
|
||||||
|
Change in amounts included in accounts payable and accrued
payables related to capital expenditures
|
$
|
3,182
|
$
|
3,763
|
$
|
3,122
|
||||||
|
Supplemental Cash Flow Information:
|
||||||||||||
|
Interest paid
|
$
|
8,430
|
$
|
7,605
|
$
|
7,519
|
||||||
|
Income taxes paid
|
$
|
3,482
|
$
|
5,181
|
$
|
8,792
|
||||||
|
Purchase price allocation of investment in acquisitions:
|
||||||||||||
|
Utility plant
|
$
|
33,345
|
$
|
—
|
$
|
5,118
|
||||||
|
Cash
|
280
|
—
|
—
|
|||||||||
|
Goodwill
|
1,939
|
—
|
—
|
|||||||||
|
Other assets
|
1,033
|
—
|
623
|
|||||||||
|
Total assets
|
36,597
|
—
|
5,741
|
|||||||||
|
Less:
|
||||||||||||
|
Liabilities
|
2,828
|
—
|
—
|
|||||||||
|
Future contractual obligation payable to seller
|
1,569
|
—
|
—
|
|||||||||
|
Contributions in aid of construction
|
25,579
|
—
|
—
|
|||||||||
|
Cash paid for acquisitions
|
6,621
|
—
|
5,741
|
|||||||||
|
Cash received from acquisitions
|
280
|
—
|
—
|
|||||||||
|
Net cash paid for acquisitions
|
$
|
6,341
|
$
|
—
|
$
|
5,741
|
||||||
The notes are an integral part of the consolidated financial statements.
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
|
—
|
—
|
—
|
—
|
—
|
16,817
|
16,817
|
|||||||||||||||||||||
|
Cash dividends declared
|
||||||||||||||||||||||||||||
|
Common stock
|
—
|
—
|
—
|
—
|
—
|
(9,376
|
)
|
(9,376
|
)
|
|||||||||||||||||||
|
Issuance of common stock
|
||||||||||||||||||||||||||||
|
Dividend reinvestment plan
|
11
|
—
|
11
|
—
|
377
|
—
|
388
|
|||||||||||||||||||||
|
Employee stock options and awards(4)
|
42
|
—
|
42
|
—
|
832
|
—
|
874
|
|||||||||||||||||||||
|
Employee Retirement Plan(3)
|
12
|
—
|
12
|
—
|
443
|
—
|
455
|
|||||||||||||||||||||
|
Balance as of December 31, 2020
|
8,475
|
882
|
$
|
8,475
|
$
|
882
|
$
|
103,463
|
$
|
56,606
|
$
|
169,426
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
16,827
|
16,827
|
|||||||||||||||||||||
|
Cash dividends declared
|
||||||||||||||||||||||||||||
|
Common stock
|
—
|
—
|
—
|
—
|
—
|
(9,826
|
)
|
(9,826
|
)
|
|||||||||||||||||||
|
Issuance of common stock
|
||||||||||||||||||||||||||||
|
Dividend reinvestment plan
|
10
|
—
|
10
|
—
|
382
|
—
|
392
|
|||||||||||||||||||||
|
Employee stock options and awards(4)
|
38
|
—
|
38
|
—
|
790
|
—
|
828
|
|||||||||||||||||||||
|
Employee Retirement Plan(3)
|
9
|
—
|
9
|
—
|
354
|
—
|
363
|
|||||||||||||||||||||
|
Balance as of December 31, 2021
|
8,532
|
882
|
$
|
8,532
|
$
|
882
|
$
|
104,989
|
$
|
63,607
|
$
|
178,010
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Net income
|
—
|
—
|
—
|
—
|
—
|
17,998
|
17,998
|
|||||||||||||||||||||
|
Cash dividends declared
|
||||||||||||||||||||||||||||
|
Common stock
|
—
|
—
|
—
|
—
|
—
|
(10,319
|
)
|
(10,319
|
)
|
|||||||||||||||||||
|
Issuance of common stock
|
||||||||||||||||||||||||||||
|
Dividend reinvestment plan
|
7
|
—
|
7
|
—
|
366
|
—
|
373
|
|||||||||||||||||||||
|
Employee stock options and awards(4)
|
82
|
—
|
82
|
—
|
1,787
|
—
|
1,869
|
|||||||||||||||||||||
|
Employee Retirement Plan(3)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
Balance as of December 31, 2022
|
8,621
|
882
|
$
|
8,621
|
$
|
882
|
$
|
107,142
|
$
|
71,286
|
$
|
187,931
|
||||||||||||||||
| (1) |
At December 31, 2022, 2021, and 2020, Class A Common Stock had 15,000,000
shares authorized. For the same periods, shares issued, inclusive of treasury shares, were 8,650,392, 8,561,772 and 8,504,429, respectively.
|
| (2) |
At December 31, 2022, 2021, and 2020, Class B Common Stock had 1,040,000
shares authorized and 882,000 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 Company’s 401(k) retirement plan.
|
| (4) |
Under the Equity Compensation
Plan, effective December 9, 2015, Artesian Resources Corporation authorized up to 331,500 shares of Class A Common Stock for issuance of
grants in forms of stock options, stock units, dividend equivalents and other stock-based awards, subject to adjustment in certain circumstances as discussed in the Plan. Includes stock compensation expense for the years ended December 31, 2022, 2021, and 2020, see Note 1-Stock Compensation Plans.
|
The notes are an integral part of the consolidated financial statements.
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The audited consolidated financial statements are presented in accordance with the requirements of Form 10-K and accounting principles generally accepted in
the United States and consequently include all the disclosures required in the consolidated financial statements included in the Company's Annual Report on Form 10-K. The accompanying consolidated financial statements include the accounts of Artesian
Resources Corporation and its subsidiaries and all intercompany balances and transactions between subsidiaries have been eliminated.
Regulated Utility Accounting
The accounting records of Artesian Water Company, Inc., or Artesian Water, Artesian Wastewater Management, Inc., or Artesian Wastewater, and, effective
January 14, 2022, Tidewater Environmental Services, Inc. dba Artesian Wastewater, or TESI, are maintained in accordance with the uniform system of accounts as prescribed by the Delaware Public Service Commission, or the DEPSC. The accounting records
of Artesian Water Pennsylvania, Inc., or Artesian Water Pennsylvania, are maintained in accordance with the uniform system of accounts as prescribed by the Pennsylvania Public Utility Commission, or the PAPUC. The accounting records of Artesian Water
Maryland, Inc., or Artesian Water Maryland, and Artesian Wastewater Maryland, Inc., or Artesian Wastewater Maryland, are maintained in accordance with the uniform system of accounts as prescribed by the Maryland Public Service Commission, or the
MDPSC. All these subsidiaries follow the provisions of Financial Accounting Standards Board, or FASB, ASC Topic 980, which provides guidance for companies in regulated industries. These regulated subsidiaries account for the majority of our operating
revenue. See Note 18 to our Consolidated Financial Statements for a full description of our segment information.
Utility Plant
Utility plant is stated at original cost. Cost includes direct labor, materials, AFUDC (see description below) and indirect charges for such capitalized
items as transportation, supervision, pension, medical, and other fringe benefits related to employees engaged in construction activities. When depreciable units of utility plant are retired, the historical costs of plant retired is charged to
accumulated depreciation. Any cost associated with retirement, less any salvage value or proceeds received, is charged to the regulated retirement liability. Maintenance, repairs, and replacement of minor items of utility plant are charged to expense
as incurred.
In accordance with rate filings recorded with the DEPSC, Artesian Water, Artesian Wastewater and TESI accrue an Allowance for Funds Used during Construction,
or AFUDC. AFUDC, which represents the cost of funds devoted to construction projects through the date the project is placed in service, is capitalized as part of construction work in progress. The rate used for the AFUDC calculation is based on
Artesian Water’s and Artesian Wastewater’s weighted average cost of debt and the rate of return on equity authorized by the DEPSC. The rate used to capitalize AFUDC for Artesian Water in 2022, 2021, and 2020 was 6.9%, 6.7%, and 7.0%, respectively. The rate
used to capitalize AFUDC for Artesian Wastewater in 2022,
2021, and 2020 was 6.9%, 6.4%, and 6.3%, respectively. The rate used to capitalize AFUDC for TESI in 2022 was 5.7%.
|
Utility plant
comprises:
|
||||||||||||
|
In thousands
|
||||||||||||
|
|
December 31,
|
|||||||||||
|
|
Estimated Useful Life
(In Years)
|
2022
|
2021
|
|||||||||
|
Utility plant at original cost
|
||||||||||||
|
Utility plant in service-Water
|
||||||||||||
|
Intangible plant
|
|
$
|
140
|
$
|
140
|
|||||||
|
Source of supply plant
|
45-85
|
25,223
|
25,045
|
|||||||||
|
Pumping and water treatment plant
|
8-62
|
116,915
|
109,087
|
|||||||||
|
Transmission and distribution plant
|
||||||||||||
|
Mains
|
81
|
338,368
|
320,767
|
|||||||||
|
Services
|
39
|
56,396
|
53,210
|
|||||||||
|
Storage tanks
|
76
|
34,567
|
29,972
|
|||||||||
|
Meters
|
26
|
29,720
|
28,778
|
|||||||||
|
Hydrants
|
60
|
17,751
|
16,789
|
|||||||||
|
General plant
|
5-31
|
65,632
|
62,604
|
|||||||||
|
|
||||||||||||
|
Utility plant in service-Wastewater
|
||||||||||||
|
Intangible plant
|
|
117
|
116
|
|||||||||
|
Treatment and disposal plant
|
21-81
|
66,420
|
43,725
|
|||||||||
|
Collection mains & lift stations
|
81
|
49,189
|
33,901
|
|||||||||
|
General plant
|
5-31
|
1,845
|
1,665
|
|||||||||
|
|
||||||||||||
|
Property held for future use
|
|
4,489
|
5,536
|
|||||||||
|
Construction work in progress
|
|
34,213
|
18,481
|
|||||||||
|
|
840,985
|
749,816
|
||||||||||
|
Less – accumulated depreciation
|
172,954
|
159,385
|
||||||||||
|
|
$
|
668,031
|
$
|
590,431
|
||||||||
Depreciation and Amortization
For financial reporting purposes, depreciation is recorded using the
straight-line method at rates based on estimated economic useful lives, which range from 5 to 85 years. Composite
depreciation rates for water utility plant were 2.16%, 2.17% and 2.23% for 2022, 2021 and 2020, respectively. In
a rate order issued by the DEPSC, the Company was directed effective January 1, 1998 to begin using revised depreciation rates for utility plant. In rate orders issued by the DEPSC, Artesian Water was directed, effective May 28, 1991 and August 25,
1992, to offset depreciation recorded on utility plant by depreciation on utility property funded by Contributions in Aid of Construction, or CIAC, and Advances for Construction, or Advances, respectively. This reduction in depreciation expense is
also applied to outstanding CIAC and Advances. Other deferred assets are amortized using the straight-line method over applicable lives, which range from 20 to 24 years.
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 First Mortgage bonds. Debt issuance costs and other debt related expenses are reviewed during Artesian Water’s rate applications as part of its cost of capital calculations.
Affiliated interest agreement deferred costs relate to the regulatory and administrative costs resulting from efforts necessary to secure water allocations
in Artesian Water Pennsylvania’s territory for the provision of service to the surrounding area and interconnection to Artesian Water Pennsylvania’s affiliate regulated water utility Artesian Water. These costs were specifically included for cost
recovery pursuant to an Affiliated Interest Agreement between Artesian Water and Artesian Water Pennsylvania and were approved for recovery by the PAPUC and were reclassed from deferred costs to a regulatory asset in 2022.
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)
|
|
Deferred costs affiliated interest agreement
|
20
|
|
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
|
Regulatory assets, net of amortization, comprise:
|
(in thousands)
|
December 31, 2022
|
|
December 31, 2021
|
||
|
|
|
|
|
||
|
Deferred income taxes
|
$
|
465
|
|
$
|
355
|
|
Deferred contract costs and other
|
227
|
288
|
|||
|
Debt related costs
|
4,682
|
4,902
|
|||
|
Goodwill
|
|
266
|
|
|
273
|
|
Deferred costs affiliated interest agreement
|
1,114
|
—
|
|||
|
Deferred acquisition and franchise costs
|
|
520
|
|
|
503
|
|
|
$
|
7,274
|
|
$
|
6,321
|
Impairment or Disposal of Long-Lived Assets
Our long-lived assets consist primarily of utility plant in service and regulatory assets. A review of our long-lived assets is performed in accordance with
the requirements of FASB ASC Topic 360. In addition, the regulatory assets are reviewed for the continued application of FASB ASC Topic 980. The review determines whether there have been changes in circumstances or events that have occurred requiring
adjustments to the carrying value of these assets. FASB ASC Topic 980 stipulates that adjustments to the carrying value of these assets would be made in instances where the inclusion in the rate-making process is unlikely. For the years ended
December 31, 2022, 2021 and 2020, there was no impairment or
regulatory disallowance identified in our review.
Goodwill
The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible
assets acquired. At December 31, 2022, the Company had approximately $1.9 million of goodwill. The $1.9 million goodwill arose from the January 2022 acquisition of Tidewater Environmental Services, Inc. Artesian Wastewater operates as the parent holding company of Tidewater
Environmental Services, Inc. dba Artesian Wastewater, or TESI. In accordance with the accounting guidance for testing goodwill, the Company annually assesses qualitative factors to determine whether the existence of events or circumstances leads to a
determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For 2022, the Company’s assessment of qualitative factors did not indicate that an impairment had occurred for goodwill. Based on
the results of the qualitative testing, the Company did not perform quantitative testing on goodwill in 2022.
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. The settlement agreement receivable is related to the long-term portion of reimbursements due in years 2024 and 2025 as further discussed in Note 1-Accounts Receivable.
Other deferred assets at December 31, net of amortization, comprise:
|
In thousands
|
2022
|
2021
|
||||||
|
|
||||||||
|
Investment in CoBank
|
$
|
5,351
|
$
|
4,850
|
||||
|
Settlement agreement receivable-long term
|
4,991
|
—
|
||||||
|
Other deferred assets
|
194
|
247
|
||||||
|
$
|
10,536
|
$
|
5,097
|
|||||
Advances for Construction
Cash advances to reimburse Artesian Water for its costs to construct water mains, services and hydrants are contributed to Artesian Water by real estate
developers and builders in order to extend water service to their properties. The value of these contributions is recorded as Advances for Construction. Artesian Water makes refunds on these advances over a specific period of time based on operating
revenues generated by the specific plant or as new customers are connected to the mains. After all refunds are made within the contract period, any remaining balance is transferred to CIAC.
Contributions in Aid of Construction
CIAC includes the non-refundable portion of advances for construction and direct contributions of water mains, services and hydrants, and wastewater
treatment facilities and collection systems, or cash to reimburse our water and wastewater subsidiaries for costs to construct water mains, services and hydrants, and wastewater treatment and disposal plants. Effective with the Tax Cuts and Jobs Act,
or TCJA, in 2017 CIAC was taxable and the DEPSC, MDPSC and PAPUC allowed the Company to collect additional CIAC to pay the associated tax. In 2021, legislation was enacted to amend the TCJA, which now exempts CIAC from income taxes for regulated water
and wastewater utilities, effective for all of 2021 and forward. In 2022 the Company refunded developers a total of $3.6 million for the
additional CIAC collected in 2021 to pay the associated tax.
As of December 31, 2022, Artesian Water received approximately $2.0
million in grant funding from the State of Delaware, Delaware Department of Health and Social Services, Division of Public Health, or DPH, pursuant to grant agreements. The grants shall be used by Artesian Water to cover the costs associated with
certain construction projects. The grant funds received under the grant agreements are recorded in accordance with the requirements under FASB ASC Topic 980, in Net contributions in aid of construction in the Consolidated Balance Sheets. Artesian
Water is eligible to receive an additional $3.8 million of grant funds pursuant to the grant agreements.
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.
Deferred settlement refunds consist of reimbursements from the Delaware Sand and Gravel Remedial Trust for Artesian Water’s past capital and operating costs,
totaling approximately $10.0 million, related to the treatment costs associated with the release of contaminants from the Delaware Sand &
Gravel Landfill Superfund Site in groundwater that Artesian Water uses for public potable water supply, pursuant to the Settlement Agreement. Approximately $2.5
million was paid in August 2022. The remaining $7.5 million is due in three equal installments no later than August of each year from 2023 through 2025. Artesian Water received approval from the DEPSC in October 2022 to refund to its customers these
reimbursements for past capital and operating costs. The refund for the reimbursements will be applied to current and future customer bills in annual installments. The first refund occurred in October 2022, and future customer refunds will occur no
later than August of each year from 2023 through 2025. The amount of the credit will be calculated by dividing the amount of the reimbursement by the number of eligible customers. Beginning in 2022, Artesian Water will record 2022 and future recovery
of capital expenditures as Contributions in Aid of Construction and will record expense recovery as an offset to operations and maintenance expense, with the intention that those recoveries will then be available for inclusion and consideration in any
future rate applications. For a full discussion of the Settlement Agreement, refer to Part II – Financial Statements and Supplementary Data – Item 8 – Note 17 - Legal Proceedings.
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 5) 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. In May 2022, the Company received a rate order from the DEPSC instructing the
Company to continue amortizing the liability over a period of 49.5 years, subject to review in the Company’s next base rate filing. 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.
|
Regulatory liabilities comprise:
|
||||||||
|
|
(in thousands)
|
|||||||
|
|
December 31, 2022
|
December 31, 2021
|
||||||
|
|
||||||||
|
Utility plant retirement cost obligation
|
$
|
—
|
$
|
149
|
||||
|
Deferred settlement refunds
|
7,487
|
—
|
||||||
|
Deferred income taxes (related to TCJA)
|
21,234
|
21,111
|
||||||
|
$
|
28,721
|
$
|
21,260
|
|||||
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 subsidiaries 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 statute of limitations for the 2017 tax
returns lapsed during the fourth quarter of 2021, which resulted in the reversal of the reserve in the amount of approximately $26,000. The
statute of limitations for the 2018 tax returns lapsed during the third quarter of 2022, which resulted in the reversal of the reserve in the amount of approximately $212,000. 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. During
the third quarter, the Company has reversed approximately $10,000 in penalties and interest for the nine months ended September 30, 2022, leaving
a zero balance. The Company remains subject to examination by federal and state authorities for the tax years through .
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.
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.
The Company accounts for stock options issued after January 1, 2006 under FASB ASC Topic 718.
Compensation expenses for restricted stock awards were $152,000,
$193,000 and $178,000 in 2022, 2021 and 2020, respectively. 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. As of December 31, 2022, there was $76,000 of unrecognized expense related to non-vested awards of restricted shares granted under the 2015 Plan.
There was no stock compensation cost capitalized as part of an asset.
Stock Options
No options were granted in 2022, 2021 or 2020.
Shares of Class A Stock have been reserved for future issuance under the 2015 Plan.
Stock Awards
On May 3, 2022, 5,000 shares of Class A Common
Stock, or Class A Stock, were granted as restricted stock awards. The fair value per share was $45.58, the closing price of the Class A Stock as
recorded on the Nasdaq Global Select Market on May 3, 2022. 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 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. These shares were fully vested and released one year after the grant date.
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. These shares were fully vested and released one year after the grant date.
Revenue Recognition and Unbilled Revenues
See Note 2 to our Consolidated Financial Statements for a full description of our revenue recognition.
Leases
The Company has agreements for land easements and office equipment under operating leases. Management makes certain estimates and assumptions regarding each
lease agreement, renewal and amendment, including, but not limited to, discount rates and probable term, which can impact the escalations in payment that are taken into consideration when calculating the straight line basis. The amount of rent expense
and income reported could vary if different estimates and assumptions are used. Management also makes certain estimates and assumptions regarding the fair value of the leased property at lease commencement and the separation of lease and nonlease
components. See Note 3 to our Consolidated Financial Statements for a full description of our leases.
Accounts Receivable
Accounts receivable are recorded at the invoiced amounts. As set forth in a settlement agreement, Artesian Water will receive reimbursements from the
Delaware Sand and Gravel Remedial Trust, or Trust, for Artesian Water’s past capital and operating costs, totaling approximately $10.0 million,
related to the treatment costs associated with the release of contaminants from the Delaware Sand & Gravel Landfill Superfund Site, or Site, in groundwater that Artesian Water uses for public potable water supply. Approximately $2.5 million was paid in August 2022. The remaining $7.5
million is due in three equal installments no later than August of each year from 2023 through 2025. 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. The allowance for doubtful accounts was $0.4 million and $0.4 million at December 31, 2022 and December 31, 2021, respectively. The corresponding expense, excluding the reserve adjustment recorded in 2021, for the years ended December 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively.
The following table summarizes the changes in the Company’s accounts receivable balance:
|
|
December 31,
|
|||||||
|
In thousands
|
2022
|
2021
|
||||||
|
|
||||||||
|
Customer accounts receivable – water
|
$
|
5,981
|
$
|
5,986
|
||||
|
Customer accounts receivable – wastewater
|
482
|
1,326
|
||||||
|
Settlement agreement receivable
|
2,532
|
—
|
||||||
|
Miscellaneous accounts receivable
|
3,781
|
786
|
||||||
|
Developer receivable
|
1,151
|
698
|
||||||
|
|
13,927
|
8,796
|
||||||
|
Less allowance for doubtful accounts
|
416
|
429
|
||||||
|
Net accounts receivable
|
$
|
13,511
|
$
|
8,367
|
||||
The activities in the allowance for doubtful accounts are as follows:
|
|
December 31,
|
|||||||
|
In thousands
|
2022
|
2021
|
||||||
|
|
||||||||
|
Beginning balance
|
$
|
429
|
$
|
862
|
||||
|
Allowance adjustments
|
146
|
(236
|
)
|
|||||
|
Recoveries
|
28
|
25
|
||||||
|
Write off of uncollectible accounts
|
(187
|
)
|
(222
|
)
|
||||
|
Ending balance
|
$
|
416
|
$
|
429
|
||||
Cash and Cash Equivalents
For purposes of the Consolidated Statement of Cash Flows, Artesian Resources considers all temporary cash investments with an original maturity of three months or less to be cash equivalents. Artesian Resources and its subsidiaries utilize their bank’s zero balance account disbursement service to
reduce the use of their lines of credit by funding checks as they are presented to the bank for payment rather than at issuance. If the checks currently outstanding, but not yet funded, exceed the cash balance on our books, the net liability is
recorded as a current liability on the Consolidated Balance Sheet in the Overdraft Payable account.
Inventories
Inventories consist of materials and supplies related to water and wastewater utility plant. These materials and supplies are used for new construction and
repairs, and are recorded at the purchase cost. Usage costs are determined by the first-in, first-out method. The Company adjusts inventory value based on historical usage and forecasted demand. We are highly dependent on the availability of
essential materials and parts from our suppliers for expansion, construction and maintenance of our services. The majority of the materials required for our water and wastewater utility business are typically under contract at fixed prices, however,
supply chain issues associated with the COVID-19 pandemic resulted in price increases and delays in procuring certain materials and equipment. We have been successful in minimizing these delays with thorough planning and pre-ordering. As of December
31, 2022, we have increased our quantity of materials and supplies in inventory, at an increased value of approximately $2.8 million, reported in
Current Assets – Materials and Supplies on the Company’s Consolidated Balance Sheets.
Use of Estimates in the Preparation of Consolidated Financial Statements
The consolidated financial statements were prepared in conformity with generally accepted accounting principles in the U.S., which require management to make
certain estimates and assumptions regarding the reported amounts of assets and liabilities including unbilled revenues, credit losses and reserves for bad debt, regulatory asset recovery , lease agreements, goodwill and contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.
All additions to utility plant are recorded at cost. Business combinations pursuant to ASC Topic 805 may result in a purchase price allocation and the
acquired assets are required to be evaluated by the applicable regulatory agency. Artesian Wastewater acquired TESI in January 2022 and Artesian Water purchased substantially all of the water operating assets from the Town of Clayton in May 2022.
As of December 31, 2022, the fair value determination for TESI and the town of Clayton is finalized. A third-party valuation specialist assisted with the valuation of the assets acquired.
NOTE 2
REVENUE RECOGNITION
Background
Artesian’s operating revenues are primarily attributable to contract services based upon regulated 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. Regulated 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, which are primarily non-utility 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 regulated operating revenue primarily consists of developer guarantee contributions for wastewater and rental income for antenna agreements, which are not considered in the scope of Accounting Standards Codification 606, Revenue from Contracts
with Customers.
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, the minimum required volume was prorated on
a seven month basis beginning June 1, 2021 and ending December 31, 2021.
Artesian generates revenue from metered wastewater services provided to certain customers in Sussex County, Delaware. We recognize metered wastewater
services at tariff rates on a cycle basis for the volume of wastewater transferred to Artesian’s wastewater facilities based upon meter readings for actual gallons of water transferred, as well as unbilled amounts for estimated volume from the date of
the last meter reading to the end of the accounting period. As actual volume 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 volume in the same period, the previous billing period’s volume, 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 volume and revenue for the fiscal period will not differ materially from actual billed consumption. The majority of these wastewater customers are billed for the volume
of water transferred on a quarterly basis. As a result, we record unbilled operating revenue (contract asset) for any estimated volume through the end of the accounting period that will be billed in the next monthly cycle.
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 either in advance or arrears at tariff rates on a monthly, quarterly or semi-annual basis. For contract services billed in arrears, we record unbilled operating revenue (contract asset)
for any services through the end of the accounting period that will be billed in the next monthly or quarterly cycle. For contract services billed in advance, 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 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, the Company experienced longer receivable cycles throughout 2020 and into 2021 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.
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. The majority of 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 most of these revenues. We have one operation contract that was paid in advance resulting in a contract liability for services that have not yet been provided. 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 December 31, 2022, 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.
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:
|
For the Year Ended December 31,
|
||||||||||||
|
(in thousands)
|
2022
|
2021
|
2020
|
|||||||||
|
Tariff Revenue
|
||||||||||||
|
Consumption charges
|
$
|
47,809
|
$
|
47,924
|
$
|
47,145
|
||||||
|
Fixed fees
|
31,431
|
27,977
|
27,109
|
|||||||||
|
Service charges
|
597
|
579
|
351
|
|||||||||
|
DSIC
|
5,085
|
5,093
|
4,997
|
|||||||||
|
Metered wastewater services
|
649
|
—
|
—
|
|||||||||
|
Industrial wastewater services
|
1,853
|
675
|
1,448
|
|||||||||
|
Total Tariff Revenue
|
$
|
87,424
|
$
|
82,248
|
$
|
81,050
|
||||||
|
Non-Tariff Revenue
|
||||||||||||
|
Service line protection plans
|
$
|
5,020
|
$
|
4,594
|
$
|
4,381
|
||||||
|
Contract operations
|
931
|
884
|
840
|
|||||||||
|
Design and installation
|
3,315
|
562
|
88
|
|||||||||
|
Inspection fees
|
326
|
341
|
266
|
|||||||||
|
Total Non-Tariff Revenue
|
$
|
9,592
|
$
|
6,381
|
5,575
|
|||||||
|
Other Operating Revenue
|
$
|
1,881
|
$
|
2,230
|
1,516
|
|||||||
|
Total Operating Revenue
|
$
|
98,897
|
$
|
90,859
|
$
|
88,141
|
||||||
Contract Assets and Contract Liabilities
Our contract assets and liabilities consist of the following:
|
(in thousands)
|
December 31, 2022
|
December 31, 2021
|
||||||
|
Contract Assets – Tariff
|
$
|
2,618
|
$
|
2,144
|
||||
|
Deferred Revenue
|
||||||||
|
Deferred Revenue – Tariff
|
$
|
1,231
|
$
|
1,227
|
||||
|
Deferred Revenue – Non-Tariff
|
438
|
287
|
||||||
|
Total Deferred Revenue
|
$
|
1,669
|
$
|
1,514
|
||||
For the year ended December 31, 2022, 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 December 31, 2022 and December 31, 2021, 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 December 31, 2022 and December 31, 2021, 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.
NOTE 3
LEASES
The Company leases land and office equipment under operating leases from non-related parties. Our leases have remaining lease terms of 20 year to 74 years, some of which include
options to automatically extend the leases for up to 66 years and are included as part of the lease liability and right of use assets as we
expect to exercise the options. 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.
In October 1997, Artesian Water entered into a 33-year
operating lease for a parcel of land with improvements located in South Bethany, a municipality in Sussex County, Delaware. The annual lease payments increase each year by the most recent increase in the Consumer Price Index for Urban Workers, CPI-U,
as published by the U.S. Department of Labor, Bureau of Labor Statistics. At each th year of the lease term, the annual lease payment
shall be determined based on the fair market value of the parcel of land. Rental payments for 2022, 2021 and 2020 were $19,000, $17,000, and $16,500, respectively. The future minimum rental payment as disclosed in the following table is calculated using CPI-U from August 2022 as well as the adjustment for an appraisal conducted in
2019 to determine the fair market value of the parcel of land.
In March 2019, Artesian Water entered into a 3-year
operating lease for office equipment that expired in March 2022. The quarterly lease payments remained fixed throughout the term of the lease. Payments pursuant to the lease agreement for 2022 and 2021 were $5,000 and 19,000 respectively. We entered into an operating lease for office equipment
that will commence at a future date when the equipment is received.
Rent expense for all operating leases except those with terms of 12 months or less comprises:
|
|
For the Twelve Months
Ended December 31,
|
|||||||
|
(in thousands)
|
||||||||
|
2022
|
2021
|
|||||||
|
Minimum rentals
|
$
|
32
|
$
|
45
|
||||
|
Contingent rentals
|
—
|
—
|
||||||
|
$
|
32
|
$
|
45
|
|||||
Supplemental cash flow information related to leases is as follows:
|
Twelve Months Ended
|
Twelve Months Ended
|
|||||
|
December 31,
|
December 31,
|
|||||
|
2022
|
2021
|
|||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||
|
Operating cash flows from operating leases
|
$
|
32
|
$
|
45
|
||
|
Right-of-use assets obtained in exchange for lease obligations:
|
||||||
|
Operating leases
|
$
|
467
|
$
|
451
|
||
Supplemental balance sheet information related to leases is as follows:
|
(in thousands, except lease term and discount rate)
|
||||||||
|
December 31, 2022
|
December 31, 2021
|
|||||||
|
Operating Leases:
|
||||||||
|
Operating lease right-of-use assets
|
$
|
467
|
$
|
451
|
||||
|
|
$
|
2
|
$
|
6
|
||||
|
|
466
|
440
|
||||||
|
|
$
|
468
|
$
|
446
|
||||
|
Weighted Average Remaining Lease Term
|
||||||||
|
Operating leases
|
61 years
|
61 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 December 31, 2022 are as follows:
As of December 31, 2022, we entered into an
operating lease for office equipment that will commence at a future date when the equipment is received. As of December 31, 2022, we have not entered into finance leases that will commence at a future date.
NOTE 4
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 December 31, 2022 and December 31, 2021 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
|
December 31,
|
|||||||
|
|
2022
|
2021
|
||||||
|
Carrying amount
|
$
|
177,622
|
$
|
144,850
|
||||
|
Estimated fair value
|
155,425
|
163,182
|
||||||
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 5
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 subsidiaries 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.
As of December 31, 2022, the Company fully
utilized all of its federal net operating loss carrybacks and carry-forwards. As of December 31, 2022, the Company has separate company state
net operating loss carry-forwards aggregating approximately $13.8 million. Most of these net operating loss carry-forwards will expire if unused
between and . The Company has recorded a valuation allowance to reflect the estimated amount of deferred
tax assets that may not be realized due to the expiration of the state net operating loss carry-forwards. The valuation allowance increased to approximately $600,000
in 2022 from approximately $546,000
in 2021. Management believes that it is more likely than not that the Company will realize the benefit of these deferred tax assets, net of
the valuation allowance.
|
Components of Income Tax Expense
|
||||||||||||
|
In thousands
|
For the Year Ended December 31,
|
|||||||||||
|
State income taxes
|
2022
|
2021
|
2020
|
|||||||||
|
Current
|
$
|
1,373
|
$
|
1,216
|
$
|
2,348
|
||||||
|
Deferred
|
663
|
776
|
(279
|
)
|
||||||||
|
Total state income tax expense
|
$
|
2,036
|
$
|
1,992
|
$
|
2,069
|
||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
Federal income taxes
|
2022
|
2021
|
2020
|
|||||||||
|
Current
|
$
|
2,912
|
$
|
2,144
|
$
|
5,725
|
||||||
|
Deferred
|
930
|
1,601
|
(2,110
|
)
|
||||||||
|
Total federal income tax expense
|
$
|
3,842
|
$
|
3,745
|
$
|
3,615
|
||||||
Deferred income taxes at December 31, 2022 and
2021 were comprised of the following:
|
For the Year Ended
December 31,
|
||||||||
|
In thousands
|
2022
|
2021
|
||||||
|
|
||||||||
|
Deferred tax assets related to:
|
||||||||
|
Federal and state operating loss carry-forwards
|
$
|
922
|
$
|
629
|
||||
|
Less: valuation allowance
|
(600
|
)
|
(493
|
)
|
||||
|
Bad debt allowance
|
116
|
240
|
||||||
|
Stock options
|
47
|
148
|
||||||
|
Other
|
28
|
75
|
||||||
|
Total deferred tax assets
|
$
|
513
|
$
|
599
|
||||
|
|
||||||||
|
Deferred tax liabilities related to:
|
||||||||
|
Property plant and equipment basis differences
|
$
|
(52,565
|
)
|
$
|
(48,536
|
)
|
||
|
Bond retirement costs
|
(1,058
|
)
|
(1,210
|
)
|
||||
|
Property taxes
|
(609
|
)
|
(481
|
)
|
||||
|
Other
|
(833
|
)
|
(685
|
)
|
||||
|
Total deferred tax liabilities
|
$
|
(55,065
|
)
|
$
|
(50,912
|
)
|
||
|
|
||||||||
|
Net deferred tax liability
|
$
|
(54,552
|
)
|
$
|
(50,313
|
)
|
||
|
Schedule of Valuation Allowance
|
||||||||||||||||
|
|
Balance at
Beginning of
Period
|
Additions
Charged to
Costs and
Expenses
|
Deductions
|
Balance at
End of Period
|
||||||||||||
|
In thousands
|
||||||||||||||||
|
|
||||||||||||||||
|
Classification
|
||||||||||||||||
|
For the Year Ended December 31, 2022 Valuation allowance for deferred tax assets
|
$
|
546
|
$
|
54
|
—
|
$
|
600
|
|||||||||
|
For the Year Ended December 31, 2021 Valuation allowance for deferred tax assets
|
$
|
493
|
$
|
53
|
—
|
$
|
546
|
|||||||||
|
For the Year Ended December 31, 2020 Valuation allowance for deferred tax assets
|
$
|
335
|
$
|
158
|
—
|
$
|
493
|
|||||||||
Under FASB ASC Topic 740, the Company establishes reserves for uncertain tax positions based upon management’s judgment as to the sustainability of
these positions. The Company reserved a liability related to the difference in the tax depreciation utilizing the half-year convention rather than the mid-quarter convention for 2018.
The following table provides the changes in the Company’s uncertain tax position:
|
For the years ended December 31,
|
||||||||
|
In thousands
|
2022
|
2021
|
||||||
|
Balance at beginning of year
|
$
|
202
|
$
|
209
|
||||
|
Additions based on tax positions related to the current year
|
146
|
—
|
||||||
|
Additions based on tax positions related to prior years
|
10
|
19
|
||||||
|
Reductions for tax positions of prior years
|
—
|
—
|
||||||
|
Lapses in statutes of limitations
|
(212
|
)
|
(26
|
)
|
||||
|
Balance at end of year
|
$
|
146
|
$
|
202
|
||||
NOTE 6
PREFERRED STOCK
As of December 31, 2022 and 2021, Artesian Resources had no preferred stock outstanding. Artesian Resources has 100,000 shares of $1.00 par value Series Preferred stock authorized but unissued.
NOTE 7
COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
The Class A Non-Voting Common Stock, or Class A Stock, of Artesian Resources trades on the Nasdaq Global Select Market under the symbol ARTNA. The Class B
Common Stock, or Class B Stock, of Artesian Resources trades on the Nasdaq’s OTC Bulletin Board under the symbol ARTNB. The rights of the holders of the Class A Stock and the Class B Stock are identical, except with respect to voting.
Under Artesian Resources’ dividend reinvestment plan, which allows for
reinvestment of cash dividends and optional cash payments, stockholders were issued approximately 7,000, 10,000 and 11,000 shares at fair market value for the investment of $373,000, $392,000 and $388,000 of their monies in the years 2022, 2021, and 2020, respectively.
NOTE 8
DEBT
At December 31, 2022, 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 December 31, 2022, there was $26.9 million of available funds under this line of credit. The previous
interest rate for borrowings under this line was the London Interbank Offered Rate, or LIBOR, plus 1.00%. It is
expected that the LIBOR rate for USD currency will be discontinued after June 30, 2023. As a result, effective May 20, 2022, this line of credit agreement was
amended to replace LIBOR with the Daily Secured Overnight Financing Rate, or SOFR. The interest rate is a one month
SOFR plus 10 basis points, or Term SOFR, plus an
applicable margin of 0.85%. Term SOFR cannot be less than
0.00%. 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 21, 2023 or any date on which Citizens demands payment. The Company expects to renew this line of credit.
At December 31, 2022, 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 December 31, 2022, there was $12.9 million of available funds
under this line of credit. The previous interest rate for borrowings under this line allowed the Company to select either LIBOR plus 1.50% or a weekly variable rate established by CoBank; the Company historically used the weekly variable interest
rate. In October 2022, this line of credit was amended to replace the previous interest rate options with a daily SOFR rate plus 1.45% option or a term SOFR rate plus 1.45% option that is locked in for either or three months. The
term of this line of credit expires on October 29, 2023.
Artesian Water expects to renew this line of credit.
On April 29, 2022, Artesian Water and CoBank entered into a Bond Purchase Agreement, or the Agreement, relating to
the issue and sale by Artesian Water to CoBank of a $30 million principal amount First Mortgage Bond, Series W, or the Bond, due April 30, 2047, or the Maturity Date. The Bond was issued pursuant to Artesian Water’s Indenture of Mortgage dated as of July 1, 1961, as amended and
supplemented by supplemental indentures, including the Twenty-Fifth Supplemental Indenture dated as of April 29, 2022, or the Supplemental Indenture, from Artesian Water to Wilmington Trust Company, as Trustee. The Supplemental Indenture is a first
mortgage lien against substantially all of Artesian Water’s utility plant. The proceeds from the sale of the Bond were used to pay down outstanding lines of credit of the Company and a loan payable to Artesian Resources, with any additional proceeds
used to fund capital investments in Artesian Water. The Delaware Public Service Commission approved the issuance of the Bond on April 20, 2022. The Bond carries an annual interest rate of 4.43% through but excluding the Maturity Date. Interest is payable on June 30th, September 30th, December 30th and March 30th in each year and on the Maturity Date, beginning June 30, 2022,
until Artesian Water’s obligation with respect to the payment of principal, premium (if any) and interest shall be discharged. Overdue payments shall bear interest as provided in the Supplemental Indenture. The term of the Bond also includes certain
limitations on Artesian Water’s indebtedness.
On August 12, 2022, Artesian Water entered into three Financing Agreements, or the Financing Agreements, with the Delaware Drinking Water State Revolving Fund (the “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. The Department makes loans to, and acquires obligations of, eligible persons in Delaware to finance the costs of drinking water facilities in
accordance with the Federal Safe Drinking Water Act using funds from the Fund. Under the Financing Agreements, the Department has agreed to advance to Artesian Water up to $966,000, $1,167,000 and $3,200,000 (collectively, the “Loans”) from the Fund 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. In connection with the Financing
Agreements, Artesian Water issued to the Department three General Obligation Notes dated as of August 12, 2022, or the Notes. Under the Notes,
borrowings under the Financing Agreements bear interest at a rate of 1.0% per annum and are further subject to an administrative fee at a rate
of 1.0% per annum (collectively, interest and the administrative fee are referred to herein as “Fee”). The Fee shall be paid semiannually on
each February 1 and August 1, beginning on February 1, 2023. The Notes will mature on February 1, 2043. As of December 31, 2022, approximately $1.8 million was borrowed
under the Loans.
On December 9, 2022, Artesian Water Company entered into three Financing Agreements, or the Financing Agreements, with the Fund, acting by and through the Department. Under the Financing Agreements, the Department has agreed to advance to or to
reimburse Artesian Water up to $901,170, $1,042,695
and $1,050,000 (collectively, the “Loans”) from the Fund 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. In connection with the Financing Agreements, Artesian Water issued to the Department three General Obligation Notes dated as of December 9, 2022, or the Notes. Under the Notes, borrowings under the Financing Agreements bear interest at a
rate of 1.0% per annum and are further subject to an administrative fee at a rate of 1.0% per annum (collectively, interest and the administrative fee are referred to herein as “Fee”). The Fee shall be paid semiannually on each June 1 and December 1, beginning on June 1,
2023. Two notes will mature on June 1, 2043 and one will mature on December 1, 2043. As of December 31, 2022, approximately $1.0 million was requested under the Loans, and funds received in January 2023.
CoBank may make an annual patronage refund. The $20 million line of credit, the First Mortgage Bonds and the promissory note are
with CoBank. The patronage refunds earned by Artesian in 2022 and 2021 were $1.3 million and $1.2 million, respectively. In 2022, CoBank issued a one-time additional all-cash patronage distribution of $233,000,
or 0.16%, of the average line of credit and loan volume outstanding in the prior year, which was in addition to the standard 0.80% patronage rate. In 2021, CoBank issued a
one-time additional all-cash patronage distribution of $226,000, or 0.165%, of the average line of credit and loan volume outstanding in the prior year, which was in addition to the standard 0.80% patronage rate.
The weighted average interest rate on the lines of credit discussed above paid by the Company was 3.04% for the year ended December 31, 2022. These lines of credit, as well as the
long-term debt obligations shown below, require us to abide by certain financial covenants and ratios. As of December 31, 2022, we were in
compliance with these financial covenants.
Long-term debt consists of:
|
|
December 31,
|
|||||||
|
In thousands
|
2022
|
2021
|
||||||
|
First mortgage bonds
|
||||||||
|
|
||||||||
|
Series R, 5.96%,
due December 31, 2028
|
$
|
25,000
|
$
|
25,000
|
||||
|
Series S, 4.45%,
due December 31, 2033
|
6,600
|
7,200
|
||||||
|
Series T, 4.24%,
due December 20, 2036
|
40,000
|
40,000
|
||||||
|
Series U, 4.71%,
due January 31, 2038
|
25,000
|
25,000
|
||||||
|
Series V, 4.42%,
due October 31, 2049
|
30,000
|
30,000
|
||||||
|
Series W, 4.43%, due April 30, 2047
|
30,000
|
—
|
||||||
|
|
156,600
|
127,200
|
||||||
|
|
||||||||
|
State revolving fund loans
|
||||||||
|
|
||||||||
|
3.57%,
due September 1, 2023
|
102
|
200
|
||||||
|
3.64%,
due May 1, 2025
|
373
|
513
|
||||||
|
3.41%,
due February 1, 2031
|
1,577
|
1,735
|
||||||
|
3.40%,
due July 1, 2032
|
1,590
|
1,729
|
||||||
|
1.187%,
due November 1, 2041
|
617
|
646
|
||||||
|
1.187%,
due November 1, 2041
|
724
|
758
|
||||||
|
1.187%,
due November 1, 2041
|
1,128
|
1,181
|
||||||
|
2.00%, due February 1, 2043
|
846
|
—
|
||||||
|
2.00%, due February 1, 2043
|
974
|
—
|
||||||
|
2.00%, due June 1, 2043
|
1,044
|
—
|
||||||
|
|
8,975
|
6,762
|
||||||
|
Notes Payable
|
||||||||
|
Promissory Note, 5.12%,
due December 30, 2028
|
$
|
10,478
|
$
|
10,888
|
||||
|
Asset Purchase, 2.00%, due May 26, 2027
|
1,569
|
—
|
||||||
|
12,047
|
10,888
|
|||||||
|
Sub-total
|
177,622
|
144,850
|
||||||
|
|
||||||||
|
Less: current maturities (principal amount)
|
2,003
|
1,591
|
||||||
|
|
||||||||
|
Total long-term debt
|
$
|
175,619
|
$
|
143,259
|
||||
Payments of principal amounts due during the next five years and thereafter:
|
In thousands
|
2023
|
2024
|
2025
|
2026
|
2027
|
Thereafter
|
||||||||||||||||||
|
First Mortgage bonds
|
$
|
600
|
$
|
600
|
$
|
600
|
$
|
600
|
$
|
600
|
$
|
153,600
|
||||||||||||
|
State revolving fund loans
|
656
|
702
|
643
|
581
|
597
|
5,796
|
||||||||||||||||||
|
Asset Purchase-Contractual Obligation
|
314
|
314
|
314
|
314
|
313
|
—
|
||||||||||||||||||
|
Promissory note
|
433
|
454
|
480
|
505
|
532
|
8,074
|
||||||||||||||||||
|
Total payments
|
$
|
2,003
|
$
|
2,070
|
$
|
2,037
|
$
|
2,000
|
$
|
2,042
|
$
|
167,470
|
||||||||||||
Substantially all of Artesian Water’s utility plant is pledged as security for
our First Mortgage Bonds. As of December 31, 2022, no other water utility plant has been pledged as security for loans. Two parcels of
land in Artesian Wastewater are pledged as security for the promissory note.
NOTE 9
STOCK COMPENSATION PLANS
On December 9, 2015, the Company’s stockholders approved the 2015 Equity Compensation Plan, or the 2015 Plan, that replaced the 2005 Equity Compensation
Plan, or the 2005 Plan, which expired on May 24, 2015. 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 of the Board of Directors, or the Committee. The Committee has the authority to determine the individuals to whom grants will be made under the 2015 Plan, determine
the type, size and terms of the grants, determine 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 are eligible for grants under the 2015 Plan. Non-employee directors of the Company are also eligible to receive grants under the 2015 Plan.
The following summary reflects changes in the shares of Class A Stock under option:
|
|
|
2022
Shares
|
|
2022
Weighted
Average
Exercise
Price
|
|
2021
Shares
|
|
2021
Weighted
Average
Exercise
Price
|
|
2020
Shares
|
|
2020
Weighted
Average
Exercise
Price
|
|||||
|
Plan options
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Outstanding at beginning of year
|
|
83,000
|
|
$
|
21.65
|
|
|
116,347
|
|
$
|
20.90
|
|
|
153,250
|
|
$
|
20.40
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
|
(76,250)
|
|
|
21.63
|
|
|
(33,347)
|
|
|
19.04
|
|
|
(36,903)
|
|
|
18.83
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding at end of year
|
|
6,750
|
|
$
|
21.86
|
|
|
83,000
|
|
$
|
21.65
|
|
|
116,347
|
|
$
|
20.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at year end
|
|
6,750
|
|
$
|
21.86
|
|
|
83,000
|
|
$
|
21.65
|
|
|
116,347
|
|
$
|
20.90
|
The total intrinsic value of options exercised during 2022,
2021 and 2020 were $2,226,000, $736,000 and $620,000, respectively. During 2022, we
received $1,650,000 in cash from the exercise of options, with a $2,459,000 tax benefit realized for those options.
The following table summarizes information about employee and director stock options outstanding and exercisable at December 31, 2022:
|
Options Outstanding and Exercisable
|
|
|
|
|
|
|
|||||
|
Range of Exercise
Price
|
|
Shares Outstanding at
December 31, 2022
|
|
Weighted Average
Remaining Life
|
|
Weighted Average
Exercise Price
|
|
Aggregate Intrinsic
Value
|
|||
|
$
|
21.86
|
|
6,750
|
|
1.35 Years
|
|
$
|
21.86
|
|
$
|
248,000
|
As of December 31, 2022, there was no unrecognized expense related to non-vested option shares granted under the 2015 Plan.
The following summary reflects changes in the shares of Class A Stock Restricted Stock Awards (RSA):
|
2022
Shares
|
2022
Weighted
Average
Grant Date
Fair Value
|
2021
Shares
|
2021
Weighted
Average
Grant Date
Fair Value
|
2020
Shares
|
2020
Weighted
Average
Exercise
Price
|
|||||||||||||||||||
|
Plan RSA’s
|
||||||||||||||||||||||||
|
Outstanding at beginning of year
|
5,000
|
$
|
40.11
|
5,000
|
$
|
35.01
|
5,000
|
$
|
36.11
|
|||||||||||||||
|
Granted
|
5,000
|
45.58
|
5,000
|
40.11
|
5,000
|
35.01
|
||||||||||||||||||
|
Vested/Released
|
(5,000
|
)
|
40.11
|
(5,000
|
)
|
35.01
|
(5,000
|
)
|
36.11
|
|||||||||||||||
|
Cancelled
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
|
Unvested Outstanding at end of year
|
5,000
|
$
|
45.58
|
5,000
|
$
|
40.11
|
5,000
|
$
|
35.01
|
|||||||||||||||
On May 3, 2022, 5,000 shares of Class A Common
Stock, or Class A Stock, were granted as restricted stock awards. The fair value per share was $45.58, the closing price of the Class A Stock as
recorded on the Nasdaq Global Select Market on May 3, 2022. 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 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. These shares vested and were released one year after the grant date.
As of December 31, 2022, there was $76,200 of total unrecognized expense related to non-vested awards of restricted shares awarded under the 2015 Plan. The cost will be recognized over 0.34 years, the remaining vesting period for the restricted stock awards.
The total intrinsic value of awards released during 2022
was approximately $233,100.
NOTE 10
EMPLOYEE BENEFIT PLANS
401(k) Plan
Artesian Resources has a defined contribution 401(k) Salary Reduction Plan, or
the 401(k) Plan, which covers substantially all employees. Under the terms of the 401(k) Plan, Artesian Resources contributed 2% of eligible salaries and wages and matched employee contributions up to 6% of gross pay at a rate of 50%. Artesian Resources may, at its option, make additional contributions of up to 3% of eligible salaries and wages. No such additional contributions were made in 2022 , 2021 or 2020. The 401(k) Plan also provides additional retirement benefits to full-time employees hired prior to April 26, 1994, allowing them to save for future retiree medical costs that
will be paid by employees by providing additional cash resources to those employees upon a termination of employment or retirement to meet the cost of future medical expenses. These eligible employees receive an additional contribution of 6% of eligible salaries and wages. The 401(k) Plan expenses, which include
Company contributions and administrative fees, for the years 2022, 2021 and 2020, were approximately $1.3 million, $1.2 million and $1.1 million, respectively.
NOTE 11
COMMITMENTS AND CONTINGENCIES
Leases
In the first quarter of 2019, the Company adopted the new standard on leases that was issued by the FASB and has applied this standard as disclosed in Note
3.
Easements
During 2003, Artesian Water Pennsylvania entered into a 40
year easement agreement to acquire an easement to access, operate, maintain, repair, improve, replace and connect Artesian’s water system to a well, including a parcel of land around the well. Management made certain estimates and assumptions regarding
the separation of lease and nonlease components related to this easement agreement. It was determined that the majority of this easement agreement contains non-lease components. Easement payments for 2022, 2021 and 2020 were $43,000, $42,000 and $41,000, respectively.
Artesian Wastewater entered into a perpetual agreement for the use of
approximately 460 acres of land in Sussex County, Delaware for wastewater disposal. Beginning November 2016, Artesian Wastewater was required
to pay a minimum of $40,000 per year for the use of this land. Once operations began in 2021, the monthly fee is based on the volume of
wastewater disposed on the properties charged at a rate per one thousand gallons of wastewater, providing for a minimum monthly payment. Payments for 2022,
2021 and 2020 were $113,000, $65,000, $44,000, respectively. The agreement can be terminated by giving 180 day notice prior to the termination date.
Future minimum annual payments related to the easement agreements noted above for the years subsequent to 2022 are as follows:
|
In thousands
|
||||
|
2023
|
$
|
60
|
||
|
2024
|
39
|
|||
|
2025
|
40
|
|||
|
2026
|
41
|
|||
|
2027
|
43
|
|||
|
2028 through 2043
|
782
|
|||
|
|
$
|
1,005
|
||
Interconnections
Artesian Water has two water service interconnection agreements with a neighboring utility, Chester Water Authority. One
agreement, that expired on December 31, 2021, had a “take or pay” clause requiring us to purchase 3 million gallons per day. The other
agreement is effective from January 1, 2022 through December 31, 2026, includes automatic five year renewal terms, unless terminated by either
party, and has a “take or pay” clause which required us to purchase water on a step down schedule through July 5, 2022, and now requires us to purchase a minimum of 0.5 million gallons per day. Rates charged under this agreement are subject to change.
Artesian Water Maryland has one interconnection agreement with the Town of North East that has a “take or pay” clause requiring us
to purchase a minimum of 35,000 gallons per day. The
agreement extends through June 2024.
The minimum annual purchase commitments for all interconnection agreements for 2023 through 2027, calculated at the noticed rates, are as follows:
|
In thousands
|
||||
|
2023
|
$
|
809
|
||
|
2024
|
798
|
|||
|
2025
|
770
|
|||
|
2026
|
770
|
|||
|
2027
|
—
|
|||
|
$
|
3,147
|
|||
Expenses for purchased water were $1.8 million, $4.3 million and $4.3 million for 2022, 2021 and 2020, respectively.
Other Commitments
In 2020, Artesian Water entered into a short term agreement with Worldwide Industries Corporation to clean and paint a tank in 2020. Pursuant to the
agreement, the expenditure in 2020 was $0.1 million. 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. In September 2022, this agreement was amended to paint an additional elevated water storage tank and to extend the term of the agreement for an additional year. Pursuant
to the amended agreement, the total expenditure for the four years is $2.2 million. Tank painting expense for 2022, 2021 and 2020 was $531,000, $222,000, and $155,000, respectively.
Budgeted mandatory utility plant expenditures, due to planned governmental highway projects, which require the relocation of
Artesian Water’s water service mains, expected to be incurred in 2023 through 2025 are as follows:
|
In thousands
|
||||
|
2023
|
$
|
2,218
|
||
|
2024
|
8,780
|
|||
|
2025
|
5,170
|
|||
|
$
|
16,168
|
|||
The exact timing and extent of these relocation projects is controlled primarily by the Delaware Department of Transportation.
NOTE 12
GEOGRAPHIC CONCENTRATION OF CUSTOMERS
Artesian Water, Artesian Water Maryland and Artesian Water Pennsylvania provide regulated 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 December 31, 2022, Artesian Water was serving approximately 94,600 customers, Artesian Water Maryland was serving approximately 2,600
customers and Artesian Water Pennsylvania was serving approximately 40 customers.
Artesian Wastewater and TESI provide regulated wastewater utility service to customers within their established service territory in Sussex County, Delaware
pursuant to rates filed with and approved by the DEPSC. The number of wastewater customers served more than doubled following the acquisition of TESI in January 2022. As of December 31, 2022, Artesian Wastewater and TESI were serving approximately 7,500 customers combined including one
large industrial customer.
NOTE 13
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 Company’s requested level of rates.
We are subject to regulation by the following state regulatory commissions:
• The DEPSC, regulates Artesian Water, Artesian Wastewater, and TESI
• 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 subsidiaries 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. Artesian
Water provided notice to the DEPSC of its intent to file a request in the second quarter of 2023 to implement new rates to support Artesian Water’s ongoing capital improvement program and to cover increased costs of operations. 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. Any DSIC rate in effect will be
reset to zero upon implementation of a temporary increase in base rates charged to customers. 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:
|
Application Date
|
11/15/2019
|
5/29/2020
|
11/20/2020
|
|
DEPSC Approval Date
|
12/12/2019
|
6/17/2020
|
12/14/2020
|
|
Effective Date
|
01/01/2020
|
07/1/2020
|
01/1/2021
|
|
Cumulative DSIC Rate
|
7.50%
|
7.50%
|
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 January 1, 2021 rate currently remains in effect and is subject to
periodic audit by the DEPSC. For the years ended December 31, 2022, December 31, 2021 and December 31, 2020,
we earned approximately $5.1 million, $5.1 million and $5.0 million in DSIC revenue, respectively.
NOTE 14
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 Year
|
|||||||||||
|
|
Ended December 31,
|
|||||||||||
|
|
2022
|
2021
|
2020
|
|||||||||
|
|
(in thousands)
|
|||||||||||
|
|
||||||||||||
|
Weighted average common shares outstanding during the period for Basic computation
|
$
|
9,462
|
$
|
9,394
|
$
|
9,327
|
||||||
|
Dilutive effect of employee stock options
|
19
|
32
|
42
|
|||||||||
|
Weighted average common shares outstanding during the period for Diluted computation
|
$
|
9,481
|
$
|
9,426
|
$
|
9,369
|
||||||
For the years ended 2022, 2021 and 2020 no shares of restricted stock awards were excluded from the calculations of
diluted net income per share. Due to unrecognized compensation costs, the hypothetical repurchase of shares exceeded the number of restricted shares expected to vest during the period, creating an anti-dilutive effect. For the years ended 2022, 2021 and 2020, no stock options 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 Stock. As of December 31, 2022, 8,621,415 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. As of December 31, 2021, 8,532,795 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. As of December 31, 2020, 8,475,452 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 $19.86, $18.94, and $18.16 at December 31, 2022, December 31, 2021, and December 31, 2020, respectively. These amounts were computed by dividing common stockholders’ equity by the number of weighted average shares of common
stock outstanding on December 31, 2022, December 31, 2021, and December 31, 2020, respectively.
NOTE 15
RELATED PARTY TRANSACTIONS
Mr. Michael Houghton currently serves as a director. During 2021, Mr. Houghton was a Partner in the law firm of Morris, Nichols, Arsht & Tunnell LLP, or
MNAT, in Wilmington, Delaware. Mr. Houghton retired from MNAT as a Partner, effective January 1, 2022, however, Mr. Houghton continues to perform legal services for MNAT as an independent contractor and non-partner. In the normal course of business,
the Company utilized the services of MNAT in 2021 for various regulatory, real estate and public policy matters. Approximately $191,000 and $386,000 was paid to MNAT during the years ended December 31, 2021 and December 31, 2020, respectively, for legal and director related services.
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 16
BUSINESS COMBINATIONS
As part of the Company’s growth strategy, on January 14, 2022 Artesian Wastewater completed its agreement to
acquire TESI, which provides regulated wastewater services in Delaware. Artesian Wastewater purchased all of the stock of TESI from Middlesex Water Company for $6.4 million in cash and other consideration, including forgiveness of a $2.1 million
note due from Middlesex, consisting of $3.1 million paid at closing. This acquisition more than doubled the number of wastewater customers served by Artesian in Sussex County, Delaware. The acquisition is being accounted for as a business combination under ASC Topic 805, “Business Combinations.”
The purchase price allocation is primarily attributed to intangible assets and utility plant assets acquired and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things,
that assets acquired, and liabilities assumed in a business purchase combination be recognized at their fair values as of the acquisition date. The Company utilized a third-party valuation firm to assist with the fair value of the assets acquired.
The fair value determination is now finalized. A combination of methods were used to determine the reasonableness of the purchase price: the cost approach and the comparative sales (market) approach. Given the majority of the net assets acquired
were tangible utility plant assets and related contributions in aid of construction, the Company primarily utilized the cost approach to record the fair value of the assets as well as some of the assumed liabilities. This approach values the
underlying assets to derive market value based on the estimated replacement cost, adjusted for depreciation. Real property was valued using the comparative sales approach. Goodwill was recognized primarily as a result of expected synergies of
operations and interconnections to our existing utility plant infrastructure. Any goodwill as a result of the transaction is not expected to be deductible for tax purposes.
The TESI acquisition was approved by the DEPSC on October 27, 2021, subject to the DEPSC determining the appropriate ratemaking
treatment of the acquisition price and the assets acquired in Artesian Wastewater’s next base rate case.
The Company reflected revenue of $3.0 million for the year ended December 31, 2022, in its consolidated statement of operations related to the acquisition. The pro forma revenue for the year ended December 31, 2022 is
estimated to be $3.0 million. The Company anticipates the pro forma effects of revenue for the year ended December 31, 2021 to be
approximately the same given there has not been any changes in the rates. The pro forma information is not necessarily indicative of the Company’s future results. Any pro forma effects of earnings is not practicable, as we continue to integrate
TESI operations and adjust the operating cost structure as it relates to operating expenses reflective of synergies of the combined operations, and therefore would not present an accurate comparison.
The table below sets forth the final purchase price allocation of this acquisition as of December 31, 2022.
Additionally, as part of the Company’s growth strategy, on May 26, 2022, Artesian Water completed its purchase of substantially all of the water system operating assets from the Town of Clayton, or Clayton, a Delaware municipality located in Kent
County, Delaware, including Clayton’s exclusive franchise territory and the right to provide water service to Clayton’s existing customers, or the Clayton Water System. The total purchase price was $5.0 million, less the current payoff amount of secured debt or debt associated with the Clayton Water
System. At closing, Artesian Water paid approximately $3.4
million of the total purchase price. The remaining $1.6
million is payable in five equal annual installments on
the anniversary date of the closing date. Each annual installment is payable with interest at an annual rate of 2.0%. The acquisition was accounted for as a business combination under ASC Topic 805. The
purchase price allocation is $7.9 million of utility plant assets offset by $2.9 million of CIAC. The Company utilized similar valuation methodologies to those described above.
This transfer of Clayton’s exclusive franchise territory was approved by the
DEPSC on April 20, 2022. The DEPSC will determine 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 business acquired are not material to the Company’s financial position or results of operations based on estimated annual revenue of approximately $0.5 million related to customers acquired.
NOTE 17
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.
On July 19, 2022, final judgment was entered by the United States District Court, or Court, for a Consent Decree
between the Delaware Sand and Gravel Remedial Trust, or Trust, and the United States Environmental Protection Agency, or USEPA, that governs the implementation of Amendment No 2 to the USEPA’s 1988 Record of Decision for the Delaware Sand & Gravel
Landfill Superfund Site, or Site, located in New Castle County, Delaware, issued on December 12, 2017, or ROD Amendment No. 2, confirming, among other things, the terms and conditions set forth in a Settlement Agreement upon which The Chemours Company
FC, LLC, Hercules, LLC, Waste Management of Delaware, Inc., SC Holdings, Inc., Cytec Industries, Inc., Zeneca Inc., and Bayer CropScience Inc., collectively the Percentage Settlors, and the Trust, on one hand, and Artesian Water, on the other hand,
have agreed to resolve certain of Artesian Water’s claims and issues relating to releases of contaminants from the Site.
ROD Amendment No. 2 sets forth the remedy for the contamination existing at and emanating from the Site, or the
Remedy, to address a release of contaminants of concern and of emerging concern, or COC’s, from the Site into groundwater. Artesian Water has found in groundwater that Artesian Water uses for public potable water supply certain COC’s that the Remedy
is designed to address, as a result of which Artesian has incurred, and potentially will incur additional, capital and operating costs to treat the groundwater to meet applicable drinking water standards. The Remedy includes requirements that are
directly linked to Artesian’s continued operation of the treatment plant associated with groundwater around the Site.
As set forth in the Settlement Agreement, Artesian Water shall have access to financial assurances that the Percentage Settlors have provided, or will
provide, to the USEPA in connection with the Consent Decree governing the implementation of the Remedy. In addition, the Trust shall reimburse Artesian Water for past capital and operating costs, totaling approximately $10.0 million. Approximately $2.5 million was paid
in August 2022, and the remaining $7.5 million will be payable in three equal installments annually on the anniversary date of the Court’s approval of the Consent Decree. In addition, the Trust shall reimburse Artesian Water for documented reasonable and
necessary capital and operating costs after July 1, 2021 that Artesian Water incurs to treat Site-related COC’s. As of December 31, 2022, Artesian Water received approximately $0.4 million of reimbursements from the Trust. Any reimbursements Artesian Water receives from the Trust shall be subject to final determination by the DEPSC as to the appropriate regulatory
rate-making treatment. Artesian Water received approval from the DEPSC in October 2022 to refund the reimbursements for past capital and operating costs to its customers. The refund for the reimbursements will be applied to current and future
customer bills in annual installments. The first refund occurred in October 2022, and future customer refunds occurring no later than August of each year from 2023 through 2025. The amount of the credit is calculated by dividing the amount of the
reimbursement by the number of eligible customers. Artesian Water will record 2022 and future recovery of capital expenditures as Contributions in Aid of Construction and will record expense recovery as an offset to operations and maintenance expense,
with the intention that those recoveries will then be available for inclusion and consideration in any future rate applications. The Trust’s reimbursement of such costs shall end if and when, based upon testing information from the Trust’s Remedy
facilities and Artesian Water’s facilities, treatment of Site-related COC’s is no longer necessary for Artesian Water to meet the treatment levels that Artesian Water chooses to not exceed in water it distributes to the general public throughout its
service territory to provide a margin of safety in complying with applicable drinking water standards.
NOTE 18
BUSINESS SEGMENT INFORMATION
The Company’s operating segments are comprised of its businesses which generate revenues and incur expenses, for which separate operational financial
information is available and is regularly evaluated by management for the purpose of making operating decisions, assessing performance, and allocating resources. The Company operates its businesses primarily through one reportable segment, the Regulated Utility segment. The Regulated Utility segment is the largest component of the Company’s business and includes an
aggregation of our five regulated utility subsidiaries that are in the business of providing regulated water and wastewater services on the
Delmarva Peninsula. Our regulated water utility services include treating, distributing, and selling water to residential, commercial, industrial, governmental, municipal and utility customers throughout the State of Delaware and in Cecil County,
Maryland and to a residential community in Chester County, Pennsylvania. Our regulated wastewater utility services include the treatment and disposal of wastewater for customers in Sussex County, Delaware. The Company is subject to regulations as to its rates, services, and other matters by the states of Delaware, Maryland and Pennsylvania with respect to utility service within these states.
The Company also operates other non-utility businesses, primarily comprised of: Service Line Protection Plan services for water, sewer and internal plumbing;
design, construction and engineering services; and contract services for the operation and maintenance of water and wastewater systems in Delaware and Maryland. These non-utility businesses do not individually or in the aggregate meet the criteria for
disclosure of a reportable segment in accordance with generally accepted accounting principles and are collectively presented throughout this Annual Report on Form 10-K within “Other” or “Non-utility”, which is consistent with how management assesses
the results of these businesses.
The accounting policies of the operating segments are the same as those described in Note 1-Summary of Significant Accounting Policies. The
Regulated Utility segment includes inter-segment costs related to leased office space provided by one non-utility business, calculated on the
lower of cost or market method, which are eliminated to reconcile to the Consolidated Statements of Operations. The Regulated Utility segment also allocates certain corporate costs to the non-utility businesses. The measurement of depreciation,
interest, and capital expenditures are predominately related to our Regulated Utility segment. These amounts in our non-utility business are negligible and account for approximately less than 1% of consolidated amounts as of December 31, 2022,
December 31, 2021, and December 31, 2020.
|
In thousands
|
||||||||||||
|
Years Ended December 31,
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
Revenues:
|
||||||||||||
|
Regulated Utility
|
$
|
89,818
|
$
|
85,016
|
$
|
83,001
|
||||||
|
Other (non-utility)
|
9,248
|
5,996
|
5,327
|
|||||||||
|
Inter-segment elimination
|
(169
|
)
|
(153
|
)
|
(187
|
)
|
||||||
|
Consolidated Revenues
|
$
|
98,897
|
$
|
90,859
|
$
|
88,141
|
||||||
|
Operating Income:
|
||||||||||||
|
Regulated Utility
|
$
|
22,580
|
$
|
21,103
|
$
|
21,148
|
||||||
|
Other (non-utility)
|
1,326
|
1,191
|
1,147
|
|||||||||
|
Consolidated Operating Income
|
$
|
23,906
|
$
|
22,294
|
$
|
22,295
|
||||||
|
Income Taxes:
|
||||||||||||
|
Regulated Utility
|
$
|
5,091
|
$
|
5,146
|
$
|
5,093
|
||||||
|
Other (non-utility)
|
787
|
591
|
591
|
|||||||||
|
Consolidated Income Taxes
|
$
|
5,878
|
$
|
5,737
|
$
|
5,684
|
||||||
|
Assets:
|
||||||||||||
|
Regulated Utility
|
$
|
713,113
|
$
|
618,751
|
||||||||
|
Other (non-utility)
|
6,678
|
5,964
|
||||||||||
|
Consolidated Assets
|
$
|
719,791
|
$
|
624,715
|
||||||||
NOTE 19
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
There was no new guidance issued by the FASB during the year ended December 31, 2022 that is applicable to the
Company.
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
Artesian Resources Corporation
Newark, Delaware
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Artesian Resources Corporation (the “Company”) as of December 31, 2022 and 2021, the related
consolidated statements of operations, cash flows and changes in stockholders’ equity, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that: (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on
the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Tangible Assets in TESI Acquisition
As described in Note 16 to the consolidated financial statements, the Company acquired all of the stock of TESI from Middlesex Water Company on January 14,
2022. Management allocated the total purchase price of $3.1 million to the net identifiable assets, based on estimated fair values. Management allocated $25.4 million to
utility plant assets, the majority of which were tangible assets valued using the cost method with assistance from a third-party valuation firm.
We identified the valuation of the utility plant tangible assets in the TESI acquisition as a critical audit matter. Management’s determination of fair value
of the utility plant tangible assets acquired using the cost method required management to make significant estimates and assumptions related to the useful lives and replacement costs of these tangible assets. Auditing these elements was complex
because it involved especially subjective auditor judgment, including the extent of specialized skills and knowledge needed.
The primary procedures we performed to address this critical audit matter included:
|
•
|
Utilizing personnel with specialized knowledge and skills in valuation who assisted in evaluating the appropriateness of useful lives and cost
trend assumptions used in estimating replacement costs by comparing them to published third-party sources.
|
|
•
|
Assessing the appropriateness of useful lives used in estimating replacement costs by comparing to peer company data.
|
Valuation of Tangible Assets in the Town of Clayton Acquisition
Additionally, as described in Note 16 to the consolidated financial statements, the Company acquired substantially all the water system operating assets from
the Town of Clayton (Clayton) on May 26, 2022. Management allocated the total purchase price of $5.0 million to the net identifiable assets, based on estimated fair values. Management allocated $7.9 million to utility plant assets, the majority of
which were tangible assets valued using the cost method with assistance from a third-party valuation firm.
We identified the valuation of the utility plant tangible assets in the Clayton acquisition as a critical audit matter. Management’s determination of fair
value of the utility plant tangible assets acquired using the cost method required management to make significant estimates and assumptions related to useful lives, replacement costs, and physical characteristics of these tangible assets. Auditing
these elements was complex because it involved especially subjective auditor judgment, including the extent of specialized skills and knowledge needed.
The primary procedures we performed to address this critical audit matter included:
|
•
|
Utilizing personnel with specialized knowledge and skills in valuation who assisted in evaluating the appropriateness of useful lives, cost trend
assumptions, and certain physical characteristics of the utility plant tangible assets used in estimating replacement costs by comparing them to third party sources, and independently recalculating the replacement costs.
|
|
•
|
Assessing the appropriateness of:
|
|
o
|
The useful lives used in estimating replacement costs by comparing to peer company data,
|
|
o
|
Certain physical characteristics of the utility plant tangible assets by comparing them to independent external data, and
|
|
o
|
The replacement costs of certain utility plant tangible assets by comparing to recent actual costs or construction quotes for similar utility plant
tangible assets.
|
/s/ BDO USA, LLP
We have served as the Company’s auditor since 2005.
Wilmington, Delaware
March 10, 2023
None.
(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) Management’s Annual Report on Internal Control Over Financial Reporting
The Management of Artesian Resources Corporation is responsible for establishing and maintaining adequate internal control over its financial
reporting. Artesian Resources Corporation’s internal control over financial reporting is a process designed under the supervision of the Corporation’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Artesian Resources Corporation’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022
based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control Integrated Framework (2013).” Based on this assessment, Management determined that at December 31, 2022, the
Corporation’s internal control over financial reporting was effective.
(c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the fiscal quarter ended December 31, 2022 that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Date: March 10, 2023
|
CHIEF EXECUTIVE OFFICER:
|
|
CHIEF FINANCIAL OFFICER:
|
|
|
|
|
|
|
|
/s/ DIAN C. TAYLOR
|
|
/s/ DAVID B. SPACHT
|
|
|
Dian C. Taylor
|
|
David B. Spacht
|
|
None.
Not applicable.
|
Name
|
Age
|
Position
|
|
|
|
|
|
Dian C. Taylor
|
77
|
Biography: Director since 1991 - Chair of the
Board since July 1993, and Chief Executive Officer of Artesian Resources Corporation and its subsidiaries since September 1992. Ms. Taylor has been employed by the Company since August 1991. She was formerly a consultant to the Small Business
Development Center at the University of Delaware from February 1991 to August 1991 and Owner and President of Achievement Resources Inc. from 1977 to 1991. Achievement Resources, Inc. specialized in strategic planning, marketing,
entrepreneurial and human resources development consulting. Ms. Taylor was a marketing director for SMI, Inc. from 1982 to 1985. Ms. Taylor is the aunt of John R. Eisenbrey, Jr. and Nicholle R. Taylor. She serves on the Budget and Finance
Committee.
Qualifications: Ms. Dian Taylor has over 30 years of experience as Chief Executive Officer and President of the
Company, during which the Company has continuously expanded its service area. Ms. Taylor has extensive knowledge of the complex issues facing smaller companies and prior strategic planning expertise. Ms. Taylor has served as President of the
National Association of Water Companies, a trade organization of the investor-owned water utility industry. Ms. Taylor also has served on the Delaware Economic and Financial Advisory Council, on the Board of Governors of the Delaware State
Chamber of Commerce, on the Executive Committee of the Delaware Business Round Table, the American Heart Association, the Committee of 100 and the Delaware Council on Economic Education, as a Regional Advisory Board Member for Citizens Bank, a
Trustee of the Delaware Grand Opera and the Christiana Care Hospital and as a Commissioner for the Delaware River and Bay Authority. The Board views Ms. Taylor’s experience with various aspects of the utility industry and her demonstrated
leadership roles in business and community activities as important qualifications, skills, and experiences for the Board of Directors’ conclusion that Ms. Taylor should serve as a director of the Company.
|
|
Kenneth R. Biederman Ph. D.
|
79
|
Biography: Director since 1991 - Currently
retired and former Professor of Finance at the Lerner College of Business and Economics of the University of Delaware, from May 1996 to May 2011. Interim Dean of the College of Business and Economics of the University of Delaware from February
1999 to June 2000. Dean of the College of Business and Economics of the University of Delaware from 1990 to 1996. Former Director of the Mid-Atlantic Farm Credit Association from 2006 to 2010. Director of Chase Manhattan Bank USA from 1993
to 1996. Formerly a financial and banking consultant from 1989 to 1990 and President of Gibraltar Bank from 1987 to 1989. Previously Chief Executive Officer and Chairman of the Board of West Chester Savings Bank; Economist and former
Treasurer of the State of New Jersey and Staff Economist for the United States Senate Budget Committee. He serves on the Executive; Audit; Budget and Finance; Governance and Nominating; and Compensation Committees.
Qualifications: Dr. Biederman’s experience as a former State Treasurer of New Jersey and the former Dean of the
Lerner College of Business and Economics at the University of Delaware gives him a substantial amount of business, economic and financial reporting knowledge.
|
|
|
|
|
|
John R. Eisenbrey, Jr.
|
67
|
Biography: Director since 1993 – Small
Business Executive. For more than 40 years, Owner and President of Bear Industries, Inc., a contracting firm providing building fire sprinkler protection installations for businesses throughout the Delmarva Peninsula. In 2021, Mr. Eisenbrey
was appointed to the Board of Trustees of St. Andrews School. Mr. Eisenbrey is the nephew of Dian C. Taylor and the cousin of Nicholle R. Taylor. He serves on the Audit; Budget and Finance; Governance and Nominating; and Compensation
Committees.
Qualifications: The Board of Directors has determined that Mr. Eisenbrey’s hands-on experience as a business owner in one of our primary geographic
regions qualifies him to be a member of the Board. For more than 40 years, Mr. Eisenbrey has been the Owner and President of a privately held contracting firm providing fire sprinkler protection installations for businesses throughout the
Delmarva Peninsula. Mr. Eisenbrey is a past President of the Delaware Contractors Association. Mr. Eisenbrey’s operating business background provides experience with operational, technical, and regulatory matters also applicable to our water
business.
|
|
Michael Houghton, Esq.
|
66
|
Biography: Director appointed September 2018 – Mr. Houghton retired as of January 1, 2022 as Partner in the law firm of Morris Nichols Arsht & Tunnell in Wilmington, Delaware and now serves as
Senior Counsel to that firm, as an independent contractor. He was admitted to practice law in Delaware in 1982, before the U.S. District Court for the District of Delaware in 1983 and before the U.S. Court of Appeals for the Third Circuit in
1985. He served a clerkship with the Delaware Court of Chancery in 1982-1983. Mr. Houghton’s legal expertise involves the representation of governmental entities, such as the Delaware River & Bay Authority. He has also represented banks,
trust companies, insurance companies and public utilities in commercial transactions and before regulatory authorities and state, county, and local governments and in legislative and public policy matters before Delaware government. Mr.
Houghton has also advised numerous entities, including Fortune 500 companies, on unclaimed property issues and has represented numerous companies in connection with unclaimed property audits and voluntary disclosure matters. He was selected
for inclusion in The Best Lawyers in America from 2009-2022. Mr. Houghton is a member of the Board of Governors of the Delaware State Chamber of Commerce and the Boards of the Delaware Public Policy Institute, the Rockefeller Trust Company of
Delaware, and is a member of the Delaware Heritage Commission. He is a past member of the Pete du Pont Freedom Foundation, the Board of the Delaware Bar Foundation, a Trustee of the Uniform Law Foundation, a Past President of the Delaware State
Bar Association and a Past President the National Conference of Commissioners on Uniform State Laws. He was appointed in 2017 by Delaware Governor John Carney to serve as Chair of the Delaware Economic and Financial Advisory Council.
Qualifications: Mr. Houghton’s legal and regulatory experience and extensive involvement in Delaware legislative and
public policy matters are attributes that provide valuable insight and benefit as the Company continues its growth in Delaware. The Board has determined that Mr. Houghton’s more than 40 years of experience makes him well qualified to serve on
the Board.
|
|
Nicholle R. Taylor
|
55
|
Biography: Director since 2007 – Senior Vice President of Artesian Resources Corporation and its subsidiaries since May 9, 2012 and President of Artesian Water Company since August 16, 2021.
Previously served as Chief Operating Officer of Artesian Water Company from August 2019 to August 2021. She was Vice President of Artesian Resources Corporation and its subsidiaries from May 2004 to May 2012. Ms. Taylor has been employed by
the Company since 1991 and has held various management level and operational positions within the Company. She serves on the Budget and Finance Committee. Ms. Taylor is the niece of Dian C. Taylor and the cousin of John R. Eisenbrey, Jr.
Qualifications: Ms. Nicholle Taylor has over thirty years of experience with the Company in a variety of field,
office, managerial and executive positions. The Board of Directors has determined that the range of her experience across various company functions gives her a clear perception of how the Company operates, thus enhancing the Board’s ability to
know the Company’s current capabilities and limitations, and qualifies her to serve as a director. Ms. Taylor serves on the Board of Directors of the National Association of Water Companies, a trade organization of the investor-owned water
utility industry. Ms. Taylor also currently serves on the Board of Directors of the Committee of 100, which is a business organization that promotes responsible economic development in the state of Delaware. In 2019, Ms. Taylor was appointed
to the Board of Directors of the Delaware Nature Society, a non- profit organization dedicated to connecting people with the natural world to improve the environment through education, advocacy, and conservation.
|
|
|
|
|
|
Pierre A. Anderson
|
44
|
Chief Information Officer and Senior Vice President of Artesian Resources Corporation and its subsidiaries since May 19, 2021. Mr. Anderson
previously served as Vice President of Information Technologies of Artesian Resources Corporation and its subsidiaries from May 2012 to May 2021, Director of Information Technologies from April 2008 to May 2012, and Manager of Information
Technologies from December 2006 to April 2008. Prior to joining the Company, Mr. Anderson was employed by the Christina School District as Manager, Project & Support Services. From 2000 to 2005, while with MBNA (now Bank of America), he
served in several information technology roles. He received his Bachelors of Science degree in Computer Science from Delaware State University and both an MBA and Masters of Science in Information Systems & Technology Management from the
University of Delaware’s Lerner College of Business & Economics.
Mr. Anderson serves on the Boards of Easterseals of Delaware & Maryland’s Eastern Shore (Treasurer), Delaware State Chamber of Commerce,
University of Delaware’s Lerner College Alumni, Bancroft Construction Company, and by gubernatorial appointment to the Delaware Economic & Forecasting Advisory Council (DEFAC).
|
|
Joseph A. DiNunzio, CPA, CGMA
|
60
|
Executive Vice President and Secretary of Artesian Resources Corporation and Subsidiaries since May 2007 and President of Artesian Water Maryland,
Inc. since May 2017. Mr. DiNunzio previously served as Senior Vice President and Secretary since March 2000 and as Vice President and Secretary since January 1995. He served as Secretary of Artesian Resources Corporation and Subsidiaries from
July 1992 to January 1995. Prior to joining Artesian in 1989, Mr. DiNunzio was employed by PriceWaterhouseCoopers LLP. He earned a B.S. in Commerce, with concentration in accounting, from the McIntire School of Commerce at the University of
Virginia.
Mr. DiNunzio is Past Chairman of the Board of the Cecil County Chamber of Commerce and served on the Board of the Cecil Business Leaders from June
2013 to January 2023. He is Past Chairman of the Delaware Chapter of the National Association of Water Companies. Mr. DiNunzio is a member of the Cecil County Maryland Economic Development Commission, the Delaware Source Water Assessment and
Protection Program’s Citizens and Technical Advisory Committee, the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants, and was a member of the 2003 Delaware Legislative Drinking Water
Task Force.
|
|
|
|
|
|
Jennifer L. Finch, CPA
|
54
|
Senior Vice President of Finance & Corporate Treasurer of Artesian Resources Corporation & Subsidiaries since November 2020. Prior to that,
Ms. Finch was the Assistant Treasurer and Vice President of Finance from February 2010 to October 2020. Ms. Finch is responsible for the oversight of all aspects of accounting and tax‐related matters, corporate financing, and serves as the
principal accounting officer.
Prior to joining Artesian in 2008, Ms. Finch held various accounting positions for Handler Corporation, a homebuilder and developer located in
Wilmington, Delaware, where she worked for 14 years. She also worked 4 years for a local certified public accounting firm and has more than 30 years of accounting, auditing, and tax experience. Ms. Finch is a member of the American Institute
of Certified Public Accountants and the Delaware Society of Certified Public Accountants.
|
|
|
|
|
|
David B. Spacht
|
63
|
Chief Financial Officer of Artesian Resources Corporation and Subsidiaries since January 1995 and President of Artesian Wastewater Management, Inc.
since August 2019. Mr. Spacht joined the Company in 1980 and has held various executive and management level positions. Mr. Spacht has worked closely with the Public Service Commission for over 40 years on developing rates and regulations in
Delaware. He has also worked closely with the Maryland Public Service Commission developing rates and regulations as a result of filing for acquisitions. He was selected by the National Association of Regulatory Utility Commissioners
Subcommittee on Water as an instructor for their semi-annual course on rate making.
Mr. Spacht is a member of several national and local organizations, including the National Association of Water Companies, having served on their
Finance Committee for 32 years, and most recently in 2015 joining the Rate and Regulatory Committee; the American Water Works Association; the National Association of Regulatory Utility Commissioners; the International Organization of
Management Accountants; and Special Olympics Delaware.
|
|
|
|
|
|
John M. Thaeder
|
64
|
Senior Vice President of Operations. Mr. Thaeder has served as an officer since February 1998. He currently serves as an officer of Artesian
Resources Corporation and Subsidiaries. Prior to joining the company, Mr. Thaeder was with Hydro Group, Inc. from 1996 to 1998 as Southeastern District Manager of Sales and Operations from Maryland to Florida. During 1995 and 1996, he was
Sales Manager of the Northeast Division with sales responsibilities from Maine to Florida. Previously, he served as District Manager of the Layne Well and Pump Division of Hydro Group.
|
|
Raymond T. Kelly,
CPA, CISA
|
38
|
Vice President of Information Technology for Artesian Resources Corporation and Subsidiaries since November 4, 2022. Mr. Kelly joined Artesian in
2013 as Manager of Business Applications and was promoted to the Director of Information Technology in 2016. Prior to joining Artesian he served as a Manager for PricewaterhouseCoopers, where he progressively advanced from an Associate; leading
information technology audits, financial audits of publicly traded institutions, and utility meter to cash system engagements. During his time at Artesian, Mr. Kelly, who is responsible for all Information Technology functions, has directly led
and overseen all enhancements to the technology portfolio including; enterprise applications, infrastructure, business process automation, analytics, and cybersecurity.
Mr. Kelly earned both a Bachelor of Science in Computer Science and Business and a Bachelor of Science in Business and Economics from Lehigh
University. He is a Certified Public Account, a Certified Information Systems Auditor, and a Chartered Global Management Accountant. He serves on the Program Committee of the Boys & Girls Club of Delaware and is a member of the American
Institute of Certified Public Accountants.
|
|
Daniel W. Konstanski
|
38
|
Vice President of Engineering for Artesian Resources Corporation and Subsidiaries since November 4, 2022. Mr. Konstanski is a Board Certified,
Professional Engineer with 18 years of experience in the water and wastewater industry. He joined Artesian in March of 2014 as a Senior Engineer, was appointed Manager of Engineering in 2019 and was named Vice President of Engineering in
October of 2022. Mr. Konstanski is responsible for managing and overseeing the Engineering Department’s operation and staff as well as directly managing capital projects. His team includes engineers, project managers and subject matter experts
who shepherd, analyze, and manage Artesian’s extensive water and wastewater assets including treatment, pipeline hydraulics, system modeling, pumped networks and regulatory matters. During his time at Artesian Mr. Konstanski has managed the
permitting, design and construction of multiple new water and wastewater treatment plants as well as renovations of numerous existing facilities, overseen the development of state-of-the-art digital models for both the water and wastewater
systems, led efforts to increase self-sufficiency by hundreds of millions of gallons per year and provided input on Artesian’s purchase of multiple additional water and wastewater systems.
|
|
Courtney A. Emerson, Esq.
|
39
|
General Counsel of Artesian Resources Corporation and Subsidiaries since August 2021 and Assistant Secretary of Artesian Resources Corporation and
Subsidiaries since November 2022. Prior to joining Artesian in 2021, Ms. Emerson practiced law at Fox Rothschild LLP from September 2015 to August 2021. She previously served as an emergency manager for the State of Delaware for nearly a
decade and was an educator at a multinational bank. She earned her J.D. from the Delaware Law School of Widener University and her B.S. in Political Science from the University of Delaware.
Ms. Emerson has served as Vice Chair of the Environmental Section of the Delaware State Bar Association, as Vice Chair of the American Bar
Association’s Disaster Legal Services Team, and as Vice President of the University of Delaware Alumni Lawyers Society. She is a member of the General Counsel Section of the National Association of Water Companies, the Environmental Section
of the Delaware State Chamber of Commerce, the American Bar Association, and the Committee of 100.
|
Corporate Governance
The executive officers are elected or approved by our Board, or the Board of our appropriate subsidiary, to serve until his or her successor is appointed or
shall have been qualified or until earlier death, resignation or removal.
In accordance with the provisions of the Company’s By-laws, the Board is divided into three classes. Members of each class serve for three years and one
class is elected each year to serve a term until his or her successor shall have been elected and qualified or until earlier resignation or removal. Mr. John R. Eisenbrey, Jr. and Ms. Dian C. Taylor have been nominated for election to the Board of
Directors at the Annual Meeting of stockholders to be held May 10, 2023.
The Board, which met ten times in 2022, has established four standing committees: the Audit Committee, the Compensation Committee, the Budget and Finance
Committee, and the Governance and Nominating Committee. Information with respect to the Audit, Compensation and Goverance and Nominating Committees is set forth below. In addition, the charter for each of the four standing committees of the Board is
available on our website, www.artesianwater.com.
Dian C. Taylor, the Company’s Chief Executive Officer, also serves as Chair of the Board. The Board, after considering the size of the Company and the
composition of the Board, has determined that the combined structure is appropriate. The Board has determined that having one person serving as Chair of the Board and Chief Executive Officer ensures a unified leadership of the Board and management and
provides potential efficiency in the execution of the strategies and visions of the Board and management. The Board believes that Ms. Taylor’s experience and operational knowledge of the business enables her to effectively perform both roles. Given the
limited number of Board members and the practice of open communication with the entire Board, the Company does not have a lead independent director. The Board meets as often as needed and at least twice a year in executive session without any
management or non-independent directors present. The Board believes this is an appropriate structure for the Company which provides the appropriate independent oversight. In addition, the Audit Committee and the Compensation Committee regularly consult
with the Company’s General Counsel to review the various types of risks that affect the Company and to consult on strategies to anticipate such risks. The Board believes this structure has been effective. The Board meets with management on a regular
basis to review operational reports, financial updates, strategic development and other matters. Frequent meetings help to promote and ensure open communication with the management team. All Board members are engaged and remain actively involved in
their oversight roles. The Board is responsible for oversight of the Company’s risk management process. The senior management team is responsible for identifying risks, managing risks and reporting and communicating risks back to the Board.
Director Compensation
In May 2022, each independent director received an annual retainer fee of $95,000, to be paid quarterly. Dian C. Taylor and Nicholle R. Taylor received
annual retainer fees of $67,000, to be paid quarterly. Directors do not receive any additional meeting fees William Wyer is serving as Director Emeritus and receives $3,750 for each standing quarterly Board Meeting he attends.
In 2022, our directors, other than Dian C. Taylor and Nicholle R. Taylor, whose fees as director are included in the Summary Compensation Table, received the
following compensation:
::
Director Compensation Table
|
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock
Awards
($)(1)
|
All other Compensation
($)(2)
|
Total
($)
|
||||||||||||
|
Kenneth R. Biederman
|
87,250
|
45,580
|
---
|
132,830
|
||||||||||||
|
John R. Eisenbrey, Jr.
|
87,250
|
45,580
|
---
|
132,830
|
||||||||||||
|
Michael Houghton
|
82,250
|
45,580
|
---
|
127,830
|
||||||||||||
|
William C. Wyer (2)
|
27,250
|
N/A
|
---
|
27,250
|
||||||||||||
|
(1)
|
On May 3, 2022, each director, received a restricted stock award of 1,000 shares of Class A Stock. The fair market value per
share was $45.58, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 3, 2022. The restricted shares vest one year from the date of grant. There were no outstanding option shares outstanding for
Independent Directors at December 31, 2022. The number of restricted shares outstanding at December 31, 2022 for each director is:
|
|
|
Option Shares Outstanding
at December 31, 2022
|
Restricted Shares Outstanding at December 31, 2022
|
|
Kenneth R. Biederman
|
---
|
1,000
|
|
John R. Eisenbrey, Jr.
|
---
|
1,000
|
|
Michael Houghton
|
---
|
1,000
|
|
William C. Wyer
|
---
|
1,000
|
|
(2)
|
William Wyer concluded his last three-year term as Director on May 4, 2022. Upon his retirement from the Board, in light of his
substantial contributions to the Company and the Board’s interest in continuing to benefit from Mr. Wyer’s experience, the Board appointed Mr. Wyer to the honorary role of Director Emeritus. As Director Emeritus, Mr. Wyer is invited to
attend meetings of the Board, but is not considered a director of the Company and is not entitled to vote on any matter presented to the Board.
|
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2022, the members of our Compensation
Committee were Kenneth R. Biederman, John R. Eisenbrey, Jr. and Michael Houghton. None of our executive officers serves as a director or as a member of the compensation committee, or any other committee serving an equivalent function, of any
entity that has one or more of its executive officers serving as members of our Compensation Committee or as a director of our Board. No member of our Compensation Committee has ever been our employee.
Independence
In 2022, the Board of Directors determined that Messrs. Biederman, Eisenbrey and Houghton, a majority of the Board of Directors, met the independence
requirements prescribed by the listing standards of the Nasdaq Global Select Market.
Audit Committee
The Audit Committee reviews the procedures and policies relating to the internal accounting procedures and controls of the Company, and provides general
oversight with respect to the accounting principles employed in the Company's financial reporting. As part of its activities, the Audit Committee meets with representatives of the Company's management and independent accountants. The Audit Committee
has considered the extent and scope of non-audit services provided to the Company by its outside accountants and has determined that such services are compatible with maintaining the independence of the outside accountants. The Audit Committee appoints
and retains the Company's independent accountants. The Audit Committee consists of Kenneth R. Biederman, John R. Eisenbrey, Jr. and Michael Houghton, three independent directors. The Board of Directors has also determined that each member of the Audit
Committee meets the independence requirements prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the Securities and Exchange Commission. The Board of Directors has further determined that Mr.
Biederman, a member of the Audit Committee, is an "audit committee financial expert" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission. During 2022, the Audit Committee met four times.
Compensation Committee
The Compensation Committee reviews the compensation and benefits provided to key management employees, officers and directors and makes recommendations as
appropriate to the Board. The Compensation Committee also determines whether and what amounts should be granted under the 2015 Equity Compensation Plan, or the 2015 Plan, and may make recommendations for amendments to the 2015 Plan. The Compensation
Committee is comprised of Kenneth R. Biederman, John R. Eisenbrey, Jr. and Michael Houghton, three independent directors. The Board of Directors has also determined that each member of the Compensation Committee meets the independence requirements
prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the Securities and Exchange Commission. During 2022, the Compensation Committee met two times.
Consideration of Director Candidates
The Governance and Nominating Committee is comprised of Kenneth R. Biederman, John R. Eisenbrey, Jr. and Michael
Houghton, three independent directors. As part of the formalized nominating procedures, the committee makes recommendations for director nominations to the full Board. Director candidates nominated by stockholders are considered in the same manner,
provided the nominations are submitted to the Secretary and copied to the Chairman of the committee on a timely basis and in accordance with the Company's By-laws. Nominations for the election of directors for the 2023 Annual Stockholders' Meeting were
approved by the Governance and Nominating Committee on January 25, 2023.
The Governance and Nominating Committee has determined that no one single criterion should be given more weight than any other criteria when it considers the
qualifications of a potential nominee to the Board. Instead, it believes that it should consider the total "skills set" of an individual. In evaluating an individual's skills set, the Governance and Nominating Committee considers a variety of factors,
including, but not limited to, the potential nominee's background and education, his or her general business experience, and whether or not he or she has any experience in positions with a high degree of responsibility. In addition, although the
Governance and Nominating Committee does not have a policy with regard to the consideration of diversity in identifying director nominees, its charter includes in the Governance and Nominating Committee's duties and responsibilities that it seek
members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise.
Code of Ethics
The Company has adopted a code of ethics applicable to its chief executive officer, chief financial officer, controller or principal accounting officer, and
any person who performs a similar function, which is a "code of ethics" as defined by applicable rules of the Securities and Exchange Commission. This code is publicly available on the Company's website at www.artesianwater.com. If the Company makes
any amendments to this code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code to the Company's chief executive officer, chief financial officer,
controller or principal accounting officer, and any person who performs a similar function, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website. The information on the website listed
above is not and should not be considered part of this Annual Report on Form 10-K. It is intended to be an inactive textual reference only and is not incorporated by reference herein.
Board Diversity
We believe it is important that our Board is composed of individuals reflecting the diversity represented by our
employees, our customers, and our communities. We provide below enhanced disclosure regarding the self-reported diversity of our Board as required by the listing standards of the NASDAQ Capital Market.
|
Board Diversity Matrix (As of March 1, 2023)
|
||||
|
Total Number of Directors
|
5
|
|||
|
|
Female
|
Male
|
Non-
Binary
|
Did Not
Disclose
Gender
|
|
Part I: Gender Identify
|
|
|||
|
Directors
|
2
|
3
|
||
|
Part II: Demographic Background
|
|
|||
|
African American or Black
|
||||
|
Alaskan Native or Native American
|
||||
|
Asian
|
||||
|
Hispanic or Latinx
|
||||
|
Native Hawaiian or Pacific Islander
|
||||
|
White
|
2
|
3
|
||
|
Two or More Races or Ethnicities
|
||||
|
LGBTQ+
|
||||
|
Did Not Disclose Demographic Background
|
||||
COMPENSATION DISCUSSION AND ANALYSIS
This discussion describes the Company’s compensation program for its named executive officers listed in the Summary Compensation Table that immediately
follows this discussion. The named executive officers are: Dian C. Taylor, Chair, President & Chief Executive Officer; David B. Spacht, Chief Financial Officer; Joseph A. DiNunzio, Executive Vice President & Secretary; Nicholle R. Taylor,
Senior Vice President and Jennifer L. Finch, Corporate Treasurer and Senior Vice President of Finance & Treasurer.
Objectives of the Company’s Compensation Program
The Compensation Committee believes that the compensation for the Company’s executives should serve to attract, motivate and retain seasoned and talented
executives responsible for successfully guiding and implementing the Company's strategy. Our strategy is to increase our customer base, revenues, earnings and dividends by expanding our services across the Delmarva Peninsula, thereby providing our
stockholders with a long-term, satisfactory return on their investment.
To implement our strategy, it is critical that our executives remain focused on:
• ensuring superior customer service;
• continuously improving our efficiency and performance;
• managing risk appropriately;
• expanding our franchised service territory and customer base at a consistent and sustainable rate - including by acquisitions - where
growth is strong and demand is increasing;
• identifying and developing dependable sources of supply;
• constructing and maintaining reliable treatment facilities and water delivery and wastewater collection systems;
• developing and continuing positive relationships with regulators, municipalities, developers and customers in both existing and
prospective service areas; and
• developing a skilled and motivated work force that is adaptive to change.
To accomplish our strategy, our compensation program's objectives are to:
• provide compensation levels that are competitive with those provided by other companies with which we may compete for executive talent;
• motivate and reward contributions and performance aligned with the Company's objectives;
• attract and retain qualified, seasoned executives; and
• ensure the Company maintains a pay-for-performance executive compensation program.
The compensation program rewards overall qualitative contributions and performance of each individual towards the Company's strategy. In reviewing the
Company's overall compensation program in the context of the risks identified in the Company's risk management processes, the Compensation Committee does not believe that the risks the Company faces are correlated with the Company's compensation
programs. Therefore, the Compensation Committee believes that there is an appropriate level of risk in the Company’s compensation program design and does not believe that its approach to the design and administration of its incentive programs needs to
change in order to mitigate compensation risk.
Elements of the Company’s Compensation Program
The elements of the Company’s compensation program include:
• Base Salary
• Cash Bonus Award
• Equity Compensation as may be awarded under the 2015 Equity Compensation Plan
• Employee Benefits
The Company's executive compensation program does not provide for:
• Severance or post-termination agreements
• Post-retirement benefits
• Defined benefit pension benefits or any supplemental executive retirement plan benefits
• Non-qualified deferred compensation
• Change-in-Control agreements
Compensation Process
The Compensation Committee relies on various factors in determining executive compensation, including the overall financial performance of the Company,
combined with an executive officer's individual performance, progress in meeting strategic corporate objectives, and changes in responsibilities, as well as the consideration of elements of compensation not provided for by the Company in comparison to
its peers. The Compensation Committee generally exercises broad discretion in setting the compensation of the Chief Executive Officer and other executives and primarily considers the performance of the management team as a group, the Chief Executive
Officer's assessment of other executives' performance and compensation recommendations with respect to the other executive officers as part of its process.
The Compensation Committee engaged Pearl Meyer & Partners as a compensation consultant in 2013 to provide it with independent advice on executive
compensation matters. They did not develop a public company peer group as part of their compensation benchmarking exercise, as they found few similarly sized, publicly traded water utilities. They used data available from a peer group of water
utility companies to review incentive plan market practices and to establish industry practices, but did not use the pay data from these organizations given that the size of many are substantially larger than the Company. This peer group includes
American States Water Company; American Water Works Company, Inc.; Essential Utilities, Inc.; California Water Service Group; Middlesex Water Company; SJW Group and York Water Company. This peer group has been used since 2013, and the Company believes
it is appropriate to continue the use of this peer group for comparing the percentage change in cumulative shareholder returns and for consideration of elements of compensation not provided for by the Company. During the fourth quarter of 2022, Pearl
Meyer & Partners was engaged by the Company to conduct a compensation analysis on executive compensation. We expect that Pearl Meyer & Partners will provide a report of their findings, conclusions and recommendations by the end of the first
quarter 2023. This analysis had no impact on 2022 compensation for the named executive officers.
Base Salary
Base salaries for Company executives are set at levels considered appropriate to attract and retain seasoned and talented personnel. In 2022, the
Compensation Committee increased the base salary of each of the named executive officers by 4%.
The Compensation Committee determines actual base salaries for each executive other than the Chief Executive Officer based upon:
• recommendations provided by the Chief Executive Officer;
• internal equity with other executives and Company personnel;
• individual executive performance; and
• individual contributions to the Company's strategic objectives.
The Compensation Committee considers the same factors in determining the base salary of the Chief Executive Officer, without any recommendation by the Chief
Executive Officer. The Chief Executive Officer was not present during deliberations on her compensation.
Cash Bonus and Equity Compensation Awards
Annually, the Compensation Committee determines whether any Cash Bonus and/or Equity Compensation Awards should be granted to any of the executives. The
Cash Bonus and Equity Compensation Awards are intended to reward executives for their contributions towards meeting the Company's strategic objectives. Cash Bonus and Equity Compensation Awards are entirely discretionary and are based upon a
qualitative assessment conducted by the Compensation Committee in the case of the Chief Executive Officer and by the Compensation Committee and the Chief Executive Officer in the case of other executives. Recognizing both the executive team's and each
individual named executive officer’s contributions toward meeting the Company's strategic objectives, cash bonuses were awarded to the Chief Executive Officer and named executive officers in 2022, 2021, and 2020.
Other Compensation
Both Dian C. Taylor and Nicholle R. Taylor received compensation for their services as Directors, which compensation was equivalent to that provided to all
other directors for Board and Committee meeting fees and less for retainers. See "Director Compensation."
The Company’s named executive officers are eligible to participate in the same employee benefit plans and on the same basis as other Company employees, with
the exception that executive officers are reimbursed for eligible medical expenses not otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement Plan. Amounts reimbursed are included in the "All Other
Compensation" column in the Summary Compensation Table that follows this discussion.
The Role of Management in the Executive Compensation Process
Our Director of Human Resources typically assists the Compensation Committee by preparing and providing information showing:
• current executive compensation levels;
• executive compensation recommendations made by the Chief Executive Officer;
• salary grade minimum, midpoint and maximums for each executive, based on information provided by the Company's compensation consultant
retained in 2013, adjusted annually; and
• actual base salary, cash bonus and equity compensation for each of the prior three years for each executive.
Our Chief Executive Officer meets with the Compensation Committee and provides input regarding the contributions of each executive towards the Company's
strategic objectives and each executive's overall performance that formed the basis for her recommendations to the Compensation Committee. The final decisions regarding compensation for each executive are made by the Compensation Committee. Please
refer to Compensation Committee Interlocks and Insider Participation section for more information.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the
Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K.
The Compensation Committee,
John R. Eisenbrey, Jr, Chairman
Kenneth R. Biederman
Michael Houghton
CEO Pay Ratio
The 2022 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s
Chief Executive Officer is as follows:
|
2022 Total Compensation
|
||||
|
Median employee total annual compensation
|
$
|
93,432
|
||
|
Annual total compensation of Dian C. Taylor, CEO
|
$
|
1,005,375
|
||
|
Ratio of CEO to median employee compensation
|
11:1
|
|||
For simplicity, we identified the median employee by examining the base annual salary for all individuals, excluding our CEO, who were employed by us on
October 31, 2020. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We believe that the use of base annual salary compensation, excluding overtime, is a consistently applied compensation measure because we do
not widely distribute annual equity awards to employees and believe that it provides a reasonable estimate of the pay ratio calculated in a manner consistent with Item 402(u) of Regulation S-K. After identifying the median employee by examining base
annual salary excluding overtime, we calculated annual total compensation, including overtime, for such employee using the same methodology we use for our named executive officers set forth in the 2022 Summary Compensation Table.
Summary Compensation Table:
|
Name and Principal Position
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock
Awards
($)(1)
|
|
|
All Other
Compensation
($)(2),(3),(4)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dian C. Taylor, Chair, Chief Executive
|
2022
|
|
611,330
|
175,000
|
46,620
|
|
172,425
|
1,005,375
|
||||
|
Officer & President
|
2021
|
|
592,712
|
153,000
|
40,980
|
153,595
|
940,287
|
|||||
|
2020
|
|
575,574
|
250,000
|
35,010
|
|
|
214,924
|
1,075,508
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B. Spacht, Chief Financial
|
2022
|
|
409,973
|
100,000
|
N/A
|
|
|
39,583
|
549,556
|
|||
|
Officer
|
2021
|
|
395,272
|
75,000
|
N/A
|
|
36,404
|
506,676
|
||||
|
2020
|
|
383,064
|
104,000
|
|
N/A
|
|
34,955
|
522,019
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. DiNunzio, Executive Vice
|
2022
|
|
444,589
|
150,000
|
|
N/A
|
|
|
35,725
|
630,314
|
||
|
President & Secretary
|
2021
|
|
431,046
|
75,000
|
|
N/A
|
|
|
31,900
|
537,946
|
||
|
2020
|
|
418,585
|
100,000
|
|
N/A
|
|
32,483
|
551,068
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholle R. Taylor, Senior Vice
|
2022
|
|
394,608
|
150,000
|
|
46,620
|
100,511
|
691,739
|
||||
|
President
|
2021
|
|
350,864
|
78,000
|
|
40,980
|
|
98,953
|
568,797
|
|||
|
2020
|
|
322,595
|
100,000
|
|
35,010
|
|
99,355
|
556,960
|
||||
|
|
|
|
|
|
||||||||
|
Jennifer L. Finch, Senior Vice
|
2022
|
|
363,832
|
100,000
|
|
N/A
|
20,819
|
484,651
|
||||
|
President & Treasurer
|
2021
|
|
352,749
|
75,000
|
|
N/A
|
16,035
|
443,784
|
||||
|
2020
|
301,459
|
100,000
|
N/A
|
14,793
|
416,252
|
|||||||
|
(1)
|
On May 3, 2022, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock in their capacities as
directors of the Company. The award was valued at the fair market value on the date of the award (last reported sale price on the date of award) or $45.58 per share. The restricted shares vest one year from the date of grant. On May 4, 2021
Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock. The award was valued at the fair market value on the date of the award or $40.11 per share. The restricted shares vested one year from
the date of grant. On May 6, 2020, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock. The award was valued at the fair market value on the date of the award or $35.01 per share. The
restricted shares vested one year from the date of grant.
|
|
(2)
|
Under the Company’s defined contribution 401(k) Plan, the Company contributes two percent of an eligible employee’s gross earnings. The Company
also matches 50 percent of the first six percent of the employee’s gross earnings that the employee contributes to the 401(k) Plan. In addition, all employees hired before April 26, 1994 and under the age of 60 at that date are eligible for
additional contributions to the 401(k) Plan. Employees over the age of 60 at that date receive Company paid medical, dental and life insurance benefits upon retirement. The Company will not provide the additional 401(k) or medical, dental and
life insurance benefits to any other current or future employees. In 2022, Company contributions to the 401(k) Plan under terms available to all other employees based upon their years of service and plan eligibility were made in the amounts
of:
|
|
Dian C. Taylor
|
$
|
33,550
|
||
|
David B. Spacht
|
$
|
33,550
|
||
|
Joseph A. DiNunzio
|
$
|
33,550
|
||
|
Nicholle R. Taylor
|
$
|
33,550
|
||
|
Jennifer L. Finch
|
$
|
15,250
|
| (3) |
Included in the “All Other Compensation” column in the table above are amounts received by Dian C. Taylor as compensation for attendance at meetings of the Board and its
committees in 2022 totaling $60,250, $8,437 for security provided at her personal residence, $36,925 for country club dues and personal use of a company-owned vehicle. Also included in the “All Other Compensation” column in the table above are
amounts received by Nicholle R. Taylor as compensation for Board retainer fees, attendance at meetings of the Board and its committees in 2022 totaling $60,250.
|
| (4) |
Executive officers are reimbursed for eligible medical expenses not otherwise covered by the Company’s medical insurance plan under the Officer’s Medical Reimbursement
Plan. Amounts reimbursed are included in the “All Other Compensation” column in the table above. Dian C. Taylor received reimbursements of $29,006 in 2022.
|
Grants of Plan-Based Awards Table
|
Name
|
Grant Date
|
Vest Date
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
|
All Other Option
Awards: Number
of Securities
Underlying
Options (#)
|
Exercise or
Base Price
of Option
Awards
($/share)
|
Grant Date Fair
Value of Stock &
Option Awards ($)
|
||||||||||||
|
|
|
|||||||||||||||||
|
Dian C. Taylor
|
5/03/2022
|
5/03/2023
|
1,000
|
-
|
-
|
45,580
|
||||||||||||
|
Nicholle R. Taylor
|
5/03/2022
|
5/03/2023
|
1,000
|
-
|
-
|
45,580
|
||||||||||||
On May 3, 2022, Dian C. Taylor and Nicholle R. Taylor each received a restricted stock award of 1,000 shares of Class A Stock, as noted in the table above.
The awards were valued at the fair market value on the date of the award (last reported sale price on the date of award) or $45.58 per share. The restricted stock awards vest one year from the date of grant.
Outstanding Equity Awards at Fiscal Year-End Table
|
|
Option Awards
|
||||||||||||
|
Name
|
Number of Securities Underlying Unexercised Options(#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price($)
|
Option
Expiration
Date
|
|||||||||
|
|
|
||||||||||||
|
Nicholle R. Taylor
|
6,750
|
---
|
21.86
|
5/07/2024
|
|||||||||
Option Exercises and Stock Vested Table
|
|
Option Awards
|
Stock Awards
|
||||||||||||||
|
Name
|
Number of
Shares Acquired
on Exercise (#)
|
Value
Realized on
Exercise ($)
|
Number of
Shares Acquired
on Vesting (#)
|
Value
Realized on
Vesting ($)
|
||||||||||||
|
Dian C. Taylor
|
6,750
|
634,311
|
1,000
|
46,620
|
||||||||||||
|
Nicholle R. Taylor
|
8,750
|
284,953
|
1,000
|
46,620
|
||||||||||||
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of the equity securities
of the Company, as of March 7, 2023 for each director, each named executive officer, each beneficial owner of more than five percent (5%) of the outstanding shares
of any class of the Company’s voting securities and all directors and executive officers as a group, based in each case on information furnished to the Company. Addresses are provided for each beneficial owner of more than five percent (5%) of the
Company’s voting securities.
|
|
Class A Non-Voting Common Stock(1)
|
Class B Common Stock(1)
|
||||||||||||||
|
|
Shares
|
Percent(2)
|
Shares
|
Percent(2)
|
||||||||||||
|
|
||||||||||||||||
|
Dian C. Taylor (3)
664 Churchmans Road
Newark, Delaware 19702
|
146,543
|
1.7
|
159,509
|
18.1
|
||||||||||||
|
|
||||||||||||||||
|
Kenneth R. Biederman (3)
|
23,875
|
*
|
---
|
---
|
||||||||||||
|
|
||||||||||||||||
|
John R. Eisenbrey, Jr. (3)(4)(5)
15 Albe Drive
Newark, Delaware 19702
|
53,751
|
*
|
45,707
|
5.2
|
||||||||||||
|
|
||||||||||||||||
|
Nicholle R. Taylor (3)(6)
20 Brendle Lane
Wilmington, Delaware 19807
|
30,999
|
*
|
281,719
|
32.0
|
||||||||||||
|
|
||||||||||||||||
|
Michael Houghton
|
1,000
|
---
|
---
|
---
|
||||||||||||
|
Joseph A. DiNunzio
|
19,144
|
*
|
203
|
*
|
||||||||||||
|
|
||||||||||||||||
|
David B. Spacht
|
4,109
|
*
|
189
|
*
|
||||||||||||
|
|
||||||||||||||||
|
Jennifer L. Finch
|
1,815
|
*
|
---
|
---
|
||||||||||||
|
|
||||||||||||||||
|
Louisa Taylor Welcher
219 Laurel Avenue
Newark, DE 19711
|
87,324
|
1.0
|
135,862
|
15.4
|
||||||||||||
|
|
||||||||||||||||
|
Directors and Executive Officers as a Group (13 Individuals)(3)
|
311,860
|
3.6
|
488,677
|
55.4
|
||||||||||||
|
|
||||||||||||||||
|
* less than 1%
|
||||||||||||||||
| (1) |
The nature of ownership consists of sole voting and investment power unless otherwise indicated. The amount also includes all shares issuable to such person or
group upon the exercise of options or vesting of restricted shares held by such person or group to the extent such options are exercisable or restricted shares vest within 60 days after March 7, 2023.
|
| (2) |
The percentage of the total number of shares of the class outstanding is shown where that percentage is one percent or greater. Percentages for each person are
based on the aggregate number of shares of the applicable class outstanding as of March 7, 2023, and all shares issuable to such person upon the exercise of options or vesting of restricted shares held by such person to the extent such
options are exercisable or restricted shares vest within 60 days of that date.
|
| (3) |
Includes vesting of restricted shares and options to purchase shares of the Company’s Class A Stock, as follows: Ms. D. Taylor (1,000 shares); Mr. Biederman (1,000
shares); Mr. Eisenbrey, Jr. (1,000 shares); Ms. N. Taylor (7,750 shares); Mr. Houghton (1,000 shares).
|
| (4) |
89,123 shares were pledged by Mr. Eisenbrey, Jr. as collateral for a loan.
|
| (5) |
Includes 780 shares of the Class B Stock owned by a trust, of which Mr. Eisenbrey, Jr. is a trustee and has a beneficial ownership interest, and 1,555 shares of the
Class B Stock held in custodial accounts for Mr. Eisenbrey, Jr.’s daughters.
|
| (6) |
Includes 724 shares of the Class A Stock and 45 shares of the Class B stock held in custodial accounts for Ms. N. Taylor’s daughter and 282 shares of Class A stock
held by her spouse.
|
On January 24, 2023, Blackrock, Inc. filed Amendment No. 1 to Schedule 13G indicating it is the beneficial owner
of 821,717 shares (approximately 9.5%) of the Company’s Class A Non-Voting Common Stock. Pursuant to Regulation S-K, Item 403(b), Blackrock, Inc.’s ownership of such non-voting stock has been excluded from the foregoing table because it is not a
director, director nominee or named executive officer of the Company.
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
The following table provides information on the shares of our Class A Stock that may be issued upon exercise of outstanding stock options and vesting of
awards as of December 31, 2022 under the Company’s stockholder approved stock plans.
|
Equity Compensation Plan Information
|
||||||||||||
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options (a)
|
Weighted-average exercise price of outstanding options
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||||||
|
|
||||||||||||
|
Equity compensation plans approved by security holders
|
11,750
|
$
|
12.560
|
284,932
|
||||||||
|
|
||||||||||||
|
Total
|
11,750
|
$
|
12.560
|
284,932
|
||||||||
We have three directors who are considered independent under the Nasdaq listing standards: Kenneth R. Biederman, John R. Eisenbrey, Jr. and Michael
Houghton.
Review and Approval of Transactions with Related Persons
As set forth in the Company’s Audit Committee Charter, the Audit Committee is responsible for reviewing and, if appropriate, approving all related-party
transactions between us and any officer, 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. We expect that any
transactions in which related persons have a direct or indirect interest will be presented to the Audit Committee for review and approval. While neither the Audit Committee nor the Board have adopted a written policy regarding related-party
transactions, the Audit Committee considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. In addition, the Audit Committee makes inquiries to our
management and our auditors when reviewing such transactions.
Related person transactions include any transaction in which (1) the Company is a participant, (2) any related person has a direct or indirect material
interest and (3) the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, but excludes certain type of transactions where the related person is
deemed not to have a material interest. A related person means: (a) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, an executive officer or a director nominee; (b) any person known to be the
beneficial owner of more than 5% of any class of the Company’s voting securities; (c) any immediate family member of a person identified in items (a) or (b) above, meaning such person’s spouse, parent, stepparent, child, stepchild, sibling, mother- or
father-in-law, son- or daughter-in-law, brother- or sister-in-law or any other individual (other than a tenant or employee) who shares the person’s household; or (d) any entity that employs any person identified in (a), (b) or (c) or in which any
person identified in (a), (b) or (c) directly or indirectly owns or otherwise has a material interest.
In its review and approval or ratification of related person transactions (including its determination as to whether the related person has a material interest
in a transaction), the Audit Committee will consider, among other factors:
|
-
|
the nature of the related person’s interest in the transaction;
|
|
-
|
the material terms of the transaction, including, without limitation, the amount and type of transaction;
|
|
-
|
the importance of the transaction to the related person;
|
|
-
|
the importance of the transaction to the Company;
|
|
-
|
whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and
|
|
-
|
any other matters the Audit Committee deems important or appropriate.
|
The Audit Committee intends to approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and
its stockholders.
Related Party Transactions
Mr. Michael Houghton currently serves as a director. During 2021, Mr. Houghton was a Partner in the law firm of Morris, Nichols, Arsht & Tunnell LLP, or
MNAT, in Wilmington, Delaware. Mr. Houghton retired from MNAT as a Partner, effective January 1, 2022, however, Mr. Houghton continues to perform legal services for MNAT as an independent contractor and non-partner. In the normal course of business,
the Company utilized the services of MNAT in 2021 for various regulatory, real estate and public policy matters. Approximately $191,000 and $386,000 was paid to MNAT during the years ended December 31, 2021 and December 31, 2020, respectively, for
legal and director related services
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..
Fees Billed by Independent Registered Public Accounting Firm
The following table sets forth the aggregate contract fees billed to the Company for the fiscal year 2022 and 2021 by the independent registered public
accounting firm, BDO USA, LLP.
|
(In thousands)
|
2022
|
2021
|
||||||
|
Audit Fees
|
$
|
415
|
$
|
387
|
||||
|
Audit-Related Fees
|
21
|
17
|
||||||
|
Tax Fees
|
---
|
---
|
||||||
|
All Other Fees
|
---
|
---
|
||||||
|
|
||||||||
|
Total Fees
|
$
|
436
|
$
|
404
|
||||
Audit Fees: consist primarily of fees for the audits of our financial statements included in our Annual Report on Form 10-K; the reviews of the financial statements included in our Quarterly Reports on Form 10-Q; and the
audits of internal control over financial reporting, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and fees billed for assurance, services related to registration statements and other documents issued in connection with
securities and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.
Audit-Related Fees: consist of fees for services
related to the audit of the Company’s 401(k) Plan.
Tax Fees: consist of fees for professional services
for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, return preparation and tax audits. The independent registered public accounting firm did not provide any tax services to the
Company in 2022 and 2021.
All Other Fees: consist of fees for services other
than described above. The independent registered public accounting firm did not provide any other services to the Company in 2022 and 2021.
Pursuant to our policy, the Audit Committee pre-approves audit and tax services for the year as well as non-audit services to be provided by the independent
registered public accounting firm. Any changes in the amounts quoted are also subject to pre-approval by the committee. Any audit related fees and tax fees paid are pre-approved by the committee.
The Audit Committee of the Company’s Board of Directors has considered whether BDO’s provision of the services described above for the fiscal year ended
December 31, 2022 is compatible with maintaining its independence.
|
|
The following documents are filed as part of this report:
|
Page(s)*
|
|
(1)
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
(2)
|
Exhibits: see the exhibit list below
|
|
|
|
|
|
|
|
* Page number shown refers to page number in this Annual Report on Form 10-K
|
|
Information with respect to this item is not required and has been omitted at our option.
ARTESIAN RESOURCES CORPORATION
FORM 10-K ANNUAL REPORT
YEAR ENDED DECEMBER 31, 2022
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
|
***
|
Compensation plan or arrangement required to be filed or incorporated as an exhibit.
|
ARTESIAN RESOURCES CORPORATION
Pursuant to the requirements of Section 13 or 15(d) 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.
|
Date March 10, 2023
|
By: /s/ DAVID B. SPACHT
|
|
|
|
David B. Spacht
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ DIAN C. TAYLOR
|
Chair of the Board of Directors, President
|
|
|
Dian C. Taylor
|
and Chief Executive Officer (Principal
|
March 10, 2023
|
|
|
Executive Officer)
|
|
|
|
||
|
/s/ DAVID B. SPACHT
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
David B. Spacht
|
March 10, 2023
|
|
|
|
|
|
|
|
|
|
|
/s/ JENNIFER L. FINCH
|
Corporate Treasurer and Senior Vice
|
|
|
Jennifer L. Finch
|
President of Finance (Principal Accounting Officer)
|
March 10, 2023
|
|
|
|
|
|
/s/ KENNETH R. BIEDERMAN
|
|
|
|
Kenneth R. Biederman
|
Director
|
March 10, 2023
|
|
|
|
|
|
|
|
|
|
/s/ JOHN R. EISENBREY, JR.
|
|
|
|
John R. Eisenbrey, Jr.
|
Director
|
March 10, 2023
|
|
|
|
|
|
/s/ MICHAEL HOUGHTON
|
||
|
Michael Houghton
|
Director
|
March 10, 2023
|
|
/s/ NICHOLLE R. TAYLOR
|
|
|
|
Nicholle R. Taylor
|
Director
|
March 10, 2023
|