Item 2. Management’s Discussion and Analysis
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements
in this Quarterly Report on Form 10-Q that express our "belief," "anticipation" or
"expectation," as well as other statements that are not historical
fact, are forward-looking statements within the meaning of Section 27A of the
Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act and the Private Securities Litigation Reform Act of
1995. Statements regarding our goals, priorities, growth and
expansion plans and expectation for our water and wastewater subsidiaries and
non-regulated subsidiaries, customer base growth opportunities in Delaware and
Cecil County, Maryland, our belief regarding the timing and results of our rate
requests, our belief regarding our capacity to provide water services for the
foreseeable future to our customers, our belief relating to our compliance and
the cost to achieve compliance with relevant governmental regulations, including
per- and polyfluoroalkyl substances (“PFAS”) regulations, our belief concerning
class action settlements designed to resolve claims for PFAS contamination and
any related outcome, and the Lead and Copper Rule Improvements, our expectation
of the timing of decisions by regulatory authorities, our belief regarding the
success of any rate increase request, the impact of weather on our operations
and the execution of our strategic initiatives, our expectation of the timing
for construction on new projects, our expectation relating to the adoption of
recent accounting pronouncements, contract operations opportunities, legal
proceedings, our properties, deferred tax assets, adequacy of our available
sources of financing, the expected recovery of expenses related to our
long-term debt, our expectation to be in compliance with financial covenants in
our debt instruments, our ability to refinance our debt as it comes due, our
ability to adjust our debt level, interest rate, maturity schedule and
structure, the timing and terms of renewals of our lines of credit, plans to
increase our wastewater treatment operations, engineering services and other
revenue streams less affected by weather, expected future contributions to our
postretirement benefit plan, anticipated growth in our non-regulated division,
the impact of recent acquisitions on our ability to expand and foster
relationships, anticipated investments in certain of our facilities and systems
and the sources of funding for such investments, and the sufficiency of
internally generated funds and credit facilities to provide working capital and
our liquidity needs are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties
that could cause actual results to differ materially from those
projected. Words such as "expects",
"anticipates", "intends", "plans",
"believes", "seeks", "estimates",
"projects", "forecasts", "may",
"should", variations of such words and similar expressions are
intended to identify such forward-looking statements. Certain
factors as discussed under Item 1A - Risk Factors, in our Annual Report on Form
10-K for the year ended December 31, 2025, and this Quarterly Report on Form
10-Q for the quarter ended June 30, 2026, such as changes in weather, changes
in our contractual obligations, changes in government policies, changes in tax
laws, the timing
and results of our rate requests, failure to receive regulatory approvals,
changes in economic and market conditions generally, and other matters could
cause results to differ materially from those in the forward-looking
statements. While the Company may elect to update forward-looking
statements, we specifically disclaim any obligation to do so and you should not
rely on any forward-looking statement as a representation of the Company's
views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q .
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2026
OVERVIEW
Our
profitability is primarily attributable to the sale of water and wastewater
services in our regulated utility business.
Our regulated utility segment comprised 92.9% of total operating
revenues for the six months ended June 30, 2026 and 93.0% for the six months
ended June 30, 2025. 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.
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Our profitability is also
attributed to other non-utility business, such as various contract operations,
water and sewer 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 and sewer 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 as well as increased operating
costs, which must be recovered from future cash flows. Our ability to recover increases in
investments in facilities and operating costs 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.
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 June 30, 2026, the number of metered water customers in Delaware increased approximately
1.8% compared to June 30, 2025. The
number of metered water customers in Maryland increased approximately 1.5% compared
to June 30, 2025. The number of metered
water customers in Pennsylvania remained consistent compared to June 30,
2025. For the six months ended June 30,
2026, approximately 4.3 billion gallons of water were distributed in our
Delaware systems and approximately 221.2 million gallons of water were
distributed in our Maryland systems .
On April 4, 2025, Artesian
Water filed a request with the DEPSC to implement new rates to meet a requested
increase in revenue of 12.41%, or approximately $10.8 million, on an annualized
basis. Supplemental and rebuttal filings
were subsequently filed, reducing the requested increase to 10.2%, or
approximately $9.0 million, on an annualized basis. The DEPSC approved and Artesian Water
implemented temporary rate increases effective June 3, 2025 and November 6, 2025,
until permanent rates are determined by the DEPSC. This is discussed further in Note 13 –
Regulatory Proceedings .
Regulated Wastewater Subsidiaries
Artesian Wastewater owns wastewater collection and treatment infrastructure and provides regulated wastewater services to customers in Sussex County, Delaware. Artesian Wastewater Maryland is able to
provide regulated wastewater services to customers in Maryland. It is not currently providing these services
in Maryland. The majority of our
residential and commercial wastewater customers are billed a flat monthly fee,
and our large industrial wastewater customer is billed monthly based on
wastewater flow, which contributes to providing a revenue stream unaffected by
weather. As of June 30, 2026, the number
of Delaware wastewater customers increased approximately 6.6% compared to June
30, 2025.
Non-Utility Subsidiaries
Artesian Utility
provides contract water and wastewater operation services to private,
municipal, and governmental institutions.
Artesian Utility also offers protection plans to customers: the WSLP
Plan and the SSLP 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 June 30, 2026, the
eligible customers enrolled in the WSLP Plan, the SSLP Plan and the ISLP Plan
increased 13.0%, collectively, compared to June 30, 2025. The Company also
maintains the ISLP Plan, in which the Company discontinued enrolling new
customers effective January 2026.
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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 recent years, we have completed several 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 and availability of development sites in relatively close proximity to the Atlantic Ocean in Sussex County have resulted, and will continue to result, in increases to our customer base. Delaware’s lower property and income tax rate make it an attractive region for new home development and retirement communities. Substantial portions of Delaware currently are not served by a public water system, which could also assist in an increase to our customer base as systems are added.
In our regulated
wastewater 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, Artesian’s
Delaware wastewater subsidiaries are the sole regional regulated wastewater
utilities in Delaware, which we believe will enable us to continue to increase
efficiencies in the treatment and disposal of wastewater and expand our
wastewater operations.
In April 2024,
Artesian Wastewater received a permit from the Delaware Department of Natural
Resources and Environmental Control, or DNREC, for construction of a 625,000
gallon per day regional wastewater treatment facility, including a primary
receiving headworks at its Sussex Regional Recharge Facility, or SRRF. Under its previous permit, SRRF provided
solely land disposal services for a single commercial processing and treatment
plant. Under its new permit, SRRF will
continue providing those disposal services alongside the new treatment plant.
The new treatment facility will provide service for Artesian Wastewater’s
regional system comprised primarily of residential and small commercial
customers. The construction will also
include the primary receiving facility for untreated effluent, sized to allow
for the expansion of the regional treatment system planned for the site. The new treatment facility will utilize the
existing disposal infrastructure and was completed in the first quarter of
2026. In February 2026, Artesian
Wastewater received a permit from DNREC for construction of an additional 1,250,000
gallon per day regional wastewater treatment facility.
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 and sewer SLP Plans.
Artesian Development owns two nine-acre parcels of land, located in
Sussex County, Delaware, which allows for construction of a water treatment
facility and wastewater treatment facility.
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Other Matters
Environmental, Health and Safety, and Water Quality Regulation
As required by the Safe
Drinking Water Act, the U.S. Environmental Protection Agency, or EPA,
establishes maximum contaminant levels, or MCLs, for various substances found
in drinking water to ensure that the water is safe for human consumption. On April 10, 2024, the EPA established MCLs
for certain per- and polyfluoroalkyl substances, or PFAS, in drinking
water. Under these regulations, water
utilities will be required to complete initial monitoring for PFAS by 2027 and
to conduct ongoing compliance monitoring.
At the national level, water utilities also will be required to meet the
new MCLs by April 2029 and to notify the public of any violations of the MCLs
as of and after that date. Delaware
water utilities are required to notify the public of any violations of the
MCLs beginning January 15, 2026.To allow drinking water systems more time to develop plans for
addressing PFAS where they are found and implement solutions, the EPA plans to
develop a rulemaking to provide additional time for compliance, including a
proposal to extend the compliance date to 2031. The
Company has installed treatment for PFAS at several wellfields to date and plans
to continue to install treatment at additional locations as necessary in future years. The capital investment and operating costs
for treatment of PFAS are anticipated to be recoverable in water rates charged
to customers as approved by the applicable public service commission. The Company is participating in the
multi-district litigation class action settlements with certain manufacturers
of PFAS seeking reimbursement of costs incurred and that will continue to be incurred. See Note 15 – Legal Proceedings.
The Lead and Copper Rule, or LCR, is a 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 LCR limits the levels of lead and copper in water by improving water treatment, testing for lead and copper at customer taps, and eliminating the water supply as a significant source of lead and copper. The EPA published a revised LCR in 2021, or LCR Revisions, to provide greater and more effective protection of public health by reducing exposure to lead and copper in drinking water. Implementation of the revised rule is intended to 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 is anticipated to accelerate lead service line replacements by closing existing regulatory loopholes, propelling early action, and strengthening replacement requirements. We filed all required Lead Service Line Inventories by the October 16, 2024 deadline and are fully compliant with the LCR Revisions.
On October 8, 2024, the EPA announced the new final regulations requiring the removal of lead water lines. The EPA’s rule, known as the Lead and Copper Rule Improvements, or LCRI, requires all public water systems to remove lead service lines within 10 years, among other changes to regulations in the EPA’s LCR. The service lines connect a home’s plumbing system to a public water system’s main water line. The LCRI specifies that the water provider will cover the cost for replacements of the customer’s service line up to the first fitting inside the structure being served. Capital investment and operating costs incurred by water utilities for customer-side pipe replacements are typically recoverable in water rates charged to customers as approved by the applicable public service commission.
Results of Operations – Analysis of the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025.
Operating Revenues
Revenues totaled $30.7
million for the three months ended June 30, 2026, $2.1 million, or 7.4%, more
than revenues for the three months ended June 30, 2025 .
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Water sales revenue increased
$1.3 million, or 5.8%, for the three months ended June 30, 2026 from the
corresponding period in 2025, primarily the result of two temporary rate
increases as permitted under Delaware law, until permanent rates are determined
by the DEPSC, as well as an increase in the number of customers served. The first temporary rate increase of 2.88%
was placed into effect on June 3, 2025 at which time the DSIC rate of 1.66% was
set to zero. The second temporary rate
increase of 6.82% was placed into effect on November 6, 2025, of which a
portion has been reserved for refund and is not reflected in income. We realized 79.7% and 80.9% of our total
operating revenue for the three months ended June 30, 2026 and June 30, 2025,
respectively, from the sale of water.
Other utility operating revenue
increased approximately $0.6 million, or 16.0%, for the three months ended June
30, 2026 compared to the three months ended June 30, 2025. This increase is
primarily due to an increase in revenue related to industrial wastewater treatment
services and an increase in wastewater revenue associated with additional
residential and commercial customers.
Non-utility operating
revenue increased approximately $0.2 million, or 10.2%, for the three months
ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to an increase in SLP Plan revenue, resulting from an
increase in fees that were placed into effect on January 1, 2026 and an
increase in the number of customers participating in the SLP Plans.
Operating Expenses
Operating
expenses, excluding depreciation and income taxes, increased $1.2 million, or 7.6%, for the three
months ended June 30, 2026, compared to the same period in 2025 .
Utility operating expenses increased $0.9 million, or 7.4%, for the three
months ended June 30, 2026 compared to the same period in 2025. The increase in utility operating expenses primarily
consists of a $0.5 million increase in payroll and employee benefit costs, a
$0.2 million increase in supply and treatment costs, and a $0.2 million
increase in administrative costs .
Non-utility operating expenses increased $0.3 million, or 28.1%, for the
three months ended June 30, 2026 compared to the three months ended June 30,
2025, primarily due to an increase in plumbing repair costs associated with the
SLP Plans.
The
ratio of operating expenses, excluding depreciation and income taxes, to total
revenue was 53.1% for the three months ended June 30, 2026, compared to 53.0% for the three
months ended June 30, 2025 .
Depreciation
and amortization expense increased $0.1 million, or 3.1%, primarily due to additional
depreciation from continued investment in utility plant related to 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 4.6%, primarily due to
higher pre-tax book income .
Other Income
Other income decreased $0.3 million, primarily due to a decrease
in allowance for funds used during construction, or AFUDC, as a result of lower
long-term construction activity subject to AFUDC.
Interest Charges
Interest charges increased $0.2 million, primarily due to an increase in long-term debt interest related to higher borrowing levels on the Company's promissory notes.
Net Income
Our net income applicable
to common stock increased $0.3 million, or 4.5%. Total operating revenues increased $2.1 million,
offset by a $1.4 million increase in total operating expenses, a $0.2 million
increase in interest charges, and a decrease of $0.3 million in other income.
Results of Operations – Analysis of the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.
Operating Revenues
Revenues totaled $58.4
million for the six months ended June 30, 2026, $4.0 million, or 7.4%, more
than revenues for the six months ended June 30, 2025 .
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Water sales revenue increased $2.9 million, or 6.5%, for the six months
ended June 30, 2026 from the corresponding period in 2025, primarily the result
of two temporary rate increases as permitted under Delaware law, until
permanent rates are determined by the DEPSC, as well as an increase in the
number of customers served. The first
temporary rate increase of 2.88% was placed into effect on June 3, 2025 at
which time the DSIC rate of 1.66% was set to zero. The second temporary rate increase of 6.82%
was placed into effect on November 6, 2025, of which a portion has been
reserved for refund and is not reflected in income. We realized 79.8% and 80.4% of our total
operating revenue for the six months ended June 30, 2026 and June 30, 2025,
respectively, from the sale of water.
Other utility operating
revenue increased approximately $0.8 million, or 11.3%, for the six months
ended June 30, 2026 compared to the six months ended June 30, 2025. This increase is primarily
due to an increase in revenue related to industrial wastewater treatment services
and an increase in wastewater revenue associated with additional residential
and commercial customers.
Non-utility operating
revenue increased approximately $0.4 million, or 9.9%, for the six months ended
June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an
increase in SLP Plan revenue, resulting from an increase in fees that were
placed into effect on January 1, 2026 and an increase in the number of
customers participating in the SLP Plans.
Operating Expenses
Operating
expenses, excluding depreciation and income taxes, increased $2.0 million, or 6.6%, for the six
months ended June 30, 2026, compared to the same period in 2025 .
Utility operating expenses increased $1.8 million, or 7.1%, for the six
months ended June 30, 2026 compared to the same period in 2025. The increase in utility operating expenses primarily
consists of a $1.0 million increase in payroll and employee benefit costs, and a
$0.5 million increase in supply and treatment costs .
Non-utility
operating expenses increased $0.4 million, or 17.6%, for the six months ended
June 30, 2026 compared to the six months ended June 30, 2025, primarily due to
an increase in plumbing repair costs associated with the SLP Plans .
The
ratio of operating expenses, excluding depreciation and income taxes, to total
revenue was 55.2% for the six months ended June 30, 2026, compared to 55.6% for the six
months ended June 30, 2025.
Depreciation
and amortization expense increased $0.2 million, or 3.0%, primarily due to
additional depreciation from continued investment in utility plant related to
providing supply, treatment, storage and distribution of water to customers and
service to our wastewater customers .
Federal
and state income tax expense increased $0.3 million, or 7.6%, primarily due to
higher pre-tax book income .
Other Income
Other income decreased $0.5 million, primarily due to a
decrease in AFUDC as a result
of lower long-term construction activity subject to AFUDC.
Interest Charges
Interest charges increased $0.3 million, primarily due to an increase in
long-term debt interest related to higher borrowing levels on the Company’s promissory
notes and lines of credit.
Net Income
Our net income applicable
to common stock increased $0.8 million, or 6.7%. Total operating revenues increased $4.0
million, offset by a $2.5 million increase in total operating expenses, a $0.3
million increase in interest charges and a decrease of $0.5 million in other
income.
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LIQUIDITY AND CAPITAL RESOURCES
Overview
Our
primary sources of liquidity for the six
months ended June 30, 2026 were $18.8 million of cash provided by operating
activities, $10.0 million from the
issuance of long-term debt, and
$20.3 million in net contributions and advances from developers. 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.
Operating Activities
One of our primary sources
of liquidity for the six months ended June 30, 2026 was $18.8 million provided
by cash flow from operating activities, compared to $18.9 million for the six
months ended June 30, 2025. The decrease
in cash flows from operating activities is primarily from lower accounts
receivable and accounts payable, partially offset by higher accrued expenses
and reserves, net income, and customer deposits and other. 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. See Note 13 – Regulatory Proceedings. 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 investments is to continue to provide high
quality reliable service to our growing service territory. Capital
expenditures during the first six months of 2026 were $25.9 million compared to
$26.3 million during the same period in 2025. During the first six months of
2026, these investments include installation of new mains, services and
hydrants, renewals associated with the rehabilitation of aging infrastructure,
rehabilitation of water treatment facilities, construction of new wastewater
treatment plants, upgrading existing pumping and treatment stations, including
PFAS treatment upgrades, and upgrading and replacing our meter reading
equipment to better serve our customers.
Financing Activities
For the six months ended June
30, 2026, cash flows provided by financing activities were $16.7 million,
compared to $6.5 million for the six months ended June 30, 2025. Our primary sources of liquidity from
financing activities for the six months ended June 30, 2026 were $20.3 million
in net contributions and advances from developers and $10.0 million from the
issuance of long-term debt. The cash
flows provided by financing activities increased due to an increase in net contributions and advances from
developers and higher issuance of
long-term debt, partially offset by
an increase in repayments of lines of credit, and higher dividend payments. 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, contributions from developers and settlement funds, government grants
and 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 June 30, 2026,
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 June 30, 2026, there was $40 million of
available funds under this line of credit.
The interest rate is a one-month Daily Secured Overnight Financing Rate,
or SOFR, plus 10 basis points, or Term SOFR, plus an applicable margin of
1.10%. 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 17, 2027, or any date on which
Citizens demands payment. The Company
expects to renew this line of credit.
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At June 30, 2026,
Artesian Water had a $20 million line of credit with CoBank, ACB, or CoBank,
that allowed for the financing of operations for Artesian Water, Artesian Water
Maryland, and Artesian Wastewater. As of
June 30, 2026, there was $20 million of available funds under this line of
credit. The interest rate for borrowings
under this line is either 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 31, 2026. 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)
$
7,816
$
39,045
$
12,422
$
185,891
$
245,174
State revolving fund loans (principal and interest)
1,065
2,130
2,130
8,064
13,389
Promissory notes (principal and interest)
1,842
3,685
3,685
20,165
29,377
Asset purchase contractual obligation (principal and interest)
320
-
-
-
320
Lines of credit
-
-
-
-
-
Operating leases
29
48
42
1,337
1,456
Operating agreements
38
12
-
-
50
Unconditional purchase obligations
562
114
114
170
960
Tank painting contractual
obligation
849
849
-
-
1,698
Total contractual cash obligations
$
12,521
$
45,883
$
18,393
$
215,627
$
292,424
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 June 30, 2026, 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 notes obligation have an amortizing mortgage payment payable over a 20-year period. The first mortgage bonds, the state revolving fund loan and the promissory notes 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 March 13, 2026, Artesian
Water Maryland and CoBank entered into a Master Loan Agreement, or the MLA, and
supplement to the MLA, under which CoBank made a single loan to Artesian Water
Maryland in the principal amount of $10 million. Artesian Water Maryland agreed to pay
interest on the unpaid principal balance of the loans at 6.14% per annum. Interest shall be calculated and paid
quarterly in arrears on the thirtieth (30th) day of each of March, June,
September and December. Artesian Water
Maryland agrees to repay the loan in eighty consecutive quarterly installments,
each due on the thirtieth (30th) day of each March, June, September, and
December, with the first installment paid on June 30, 2026, and the last
installment due on March 13, 2046. The
amount of each installment shall be the same principal amount that would be
required to be repaid if the loan was scheduled to be repaid in level
installments of principal and interest and such schedule was calculated
utilizing 6.14% as the rate accruing on the loan; provided, however, that the
last installment of the loan shall be in an amount equal to the then unpaid
principal balance of the loan. Closing
on the debt financing was approved by the Maryland Public Service Commission on
March 2, 2026.
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The asset purchase
contractual obligation is related to the purchase of substantially all of the
water operating assets from the Town of Clayton in May 2022, by Artesian
Water. The total purchase price was $5.0
million. At closing, Artesian Water paid
approximately $3.4 million. The balance
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%.
Payments for unconditional
purchase obligations reflect minimum water purchase obligations based on rates
that are subject to change under an interconnection agreement with the Chester
Water Authority. The 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 currently requires us to purchase a minimum of 0.5 million
gallons of water 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, 2029. The agreement includes a remaining automatic
five-year renewal term, unless terminated by either party.
In August 2025, Artesian
Water entered into a new, three-year agreement with Worldwide Industries
Corporation, effective September 1, 2025, to paint elevated water storage
tanks. Pursuant to the agreement, the
expected total expenditure for the three years is $2.5 million.
In order to control
purchased power costs and avoid fluctuations in electricity rates that happen
due to the change of seasons, energy supply changes, or other outside factors,
we utilize contracts with electric suppliers that provide a fixed rate. In April 2025, Artesian entered into an
electric supply contract with Constellation NewEnergy, Inc. that is effective
from May 2025 to May 2029 for Delaware operations. The supply rate was increased approximately
25% starting in May 2025. In April 2025,
Artesian Water Maryland entered into an electric supply agreement with WGL
Energy that is effective from November 2025 through November 2029 for Maryland
operations. The fixed rate was increased
5.5% starting in November 2025. These
fixed rate electric supply contracts are for normal purchases and are not
derivative instruments.
Critical Accounting Estimates; Recent Accounting Pronouncements
This discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 2025 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2025. The preparation of those financial statements required management to make assumptions and estimates that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those based on such assumptions and estimates.
Management has reviewed our
financial policies and determined that there are no critical accounting
estimates requiring disclosure, as further described in Management's Discussion and Analysis of Financial Condition
and Results of Operations included in our annual report on Form 10-K for the
year ended December 31, 2025. There have
been no changes in our critical accounting estimates. Our significant accounting policies are
described in our notes to the 2025 consolidated financial statements included
in our annual report on Form 10-K for the year ended December 31, 2025.
Information concerning our implementation and the impact of recent accounting pronouncements issued by the FASB is included in the notes to our 2025 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 and also in the notes to our unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. We did not adopt any accounting policy in the first six months of 2026 that had a material impact on our financial condition, liquidity or results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.