UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) |
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X |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECRUITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2003 |
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or |
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TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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EXCHANGE ACT OF 1934 |
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For the transaction period from to |
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Commission file number 0-18516 |
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ARTESIAN RESOURCES CORPORATION (exact name of registrant as specified in its charter) |
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State or other jurisdiction of incorporation or organization: |
Delaware |
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I.R.S. Employer Identification Number: |
51-0002090 |
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Address of principal executive officers: |
664 Churchmans Road |
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Registrant's telephone number, including area code |
(302) 453 - 6900 |
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.
X |
Yes |
_ |
No |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). |
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_ |
Yes |
X |
No |
As of March 31, 2003, 2,187,703, shares and 391,824 shares of Class A Non-Voting Common Stock and Class B Common Stock, respectively, were outstanding.
ARTESIAN RESOURCES CORPORATION
INDEX TO FORM 10-Q
Part I |
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Financial Information: |
Page(s) |
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Item 1 |
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Financial Statements |
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Consolidated Balance Sheet |
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March 31, 2003 and December 31, 2002 |
3-4 |
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Consolidated Statement of Income for the three months ended |
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March 31, 2003 and 2002 |
5 |
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Consolidated Statement of Retained Earnings for the three |
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months ended March 31, 2003 and 2002 |
6 |
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Consolidated Statement of Cash Flows for the three months |
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ended March 31, 2003 and 2002 |
7-8 |
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Notes to the Consolidated Financial Statements |
9-11 |
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Item 2 |
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Management's Discussion and Analysis of Financial |
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Condition and Results of Operations |
11-13 |
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Item 3 |
- |
Quantitative and Qualitative Disclosures about |
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Market Risk |
14 |
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Item 4 |
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Controls and Procedures |
14 |
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Part II |
- |
Other Information: |
15 |
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Item 1 |
- |
Legal Proceedings |
15 |
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Item 2 |
- |
Changes in Securities and Use of Proceeds |
15 |
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Item 3 |
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Defaults Upon Senior Securities |
15 |
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Item 4 |
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Submission of Matters to a Vote of Security Holders |
15 |
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Item 5 |
- |
Other Information |
16 |
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Item 6 |
- |
Exhibits and Reports on Form 8-K |
16 |
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Signatures |
17 |
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Certification |
18-19 |
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Index to Exhibit |
20 |
Part I - Financial Information
Item I - Financial Statements
ARTESIAN RESOURCES CORPORATION (In thousands) |
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March 31, 2003 |
December 31, 2002 |
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ASSETS |
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Utility plant, at original cost less accumulated depreciation |
$170,622 |
$167,338 |
Current assets |
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Cash and cash equivalents |
781 |
874 |
Accounts receivable, net |
3,650 |
2,743 |
Receivable, other |
3,800 |
3,800 |
Unbilled operating revenues |
2,189 |
2,718 |
Materials and supplies-at cost on FIFO basis |
776 |
712 |
Prepaid property taxes |
328 |
651 |
Prepaid expenses and other |
568 |
422 |
12,092 |
11,920 |
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Other assets |
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Non-utility property (less accumulated depreciation 2003-$78; |
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2002-$84) |
331 |
308 |
Other deferred assets |
1,202 |
1,069 |
1,533 |
1,377 |
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Regulatory assets, net |
2,410 |
2,437 |
$186,657 |
$183,072 |
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======= |
======= |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Stockholders' equity |
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Common stock |
$ 2,580 |
$ 2,575 |
Additional paid-in capital |
40,498 |
40,341 |
Retained earnings |
8,116 |
8,260 |
Total stockholders' equity |
51,194 |
51,176 |
Preferred stock-mandatorily redeemable, net of current portion |
----- |
100 |
Long-term debt, net of current portion |
63,953 |
63,970 |
115,147 |
115,246 |
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Current liabilities |
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Notes payable |
5,885 |
3,163 |
Current portion of long-term debt |
146 |
421 |
Current portion of mandatorily redeemable preferred stock |
100 |
100 |
Accounts payable |
2,979 |
3,119 |
Overdraft payable |
1,421 |
709 |
Income taxes payable |
132 |
135 |
Deferred income taxes |
(193) |
0 |
Interest accrued |
171 |
569 |
Customer deposits |
417 |
410 |
Other |
1,184 |
905 |
12,242 |
9,531 |
Deferred credits and other liabilities |
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Net advances for construction |
19,138 |
19,457 |
Post retirement benefit obligation |
1,282 |
1,298 |
Deferred investment tax credits |
866 |
873 |
Deferred income taxes |
8,577 |
8,024 |
Commitments and contingencies |
29,863 |
29,652 |
Net contributions in aid of construction |
29,405 |
28,643 |
$186,657 |
$183,072 |
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======= |
======= |
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See notes to the consolidated financial statements. |
ARTESIAN RESOURCES CORPORATION Unaudited (In thousands, except per share amounts) |
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For the Quarter Ended March 31, |
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2003 |
2002 |
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OPERATING REVENUES |
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Water sales |
$ 8,258 |
$ 7,570 |
Other utility operating revenue |
177 |
158 |
Non-utility revenue |
103 |
16 |
8,538 |
7,744 |
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OPERATING EXPENSES |
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Utility operating expenses |
4,739 |
4,542 |
Related party expenses |
43 |
44 |
Non-utility operating expenses |
48 |
16 |
Depreciation and amortization |
847 |
812 |
State and federal income taxes |
499 |
373 |
Property and other taxes |
497 |
445 |
6,673 |
6,232 |
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OPERATING INCOME |
1,865 |
1,512 |
Allowance for funds used during construction |
33 |
124 |
Other income (expense), net |
29 |
28 |
INCOME BEFORE INTEREST CHARGES |
1,927 |
1,664 |
INTEREST CHARGES |
1,155 |
1,116 |
NET INCOME |
772 |
548 |
PREFERRED DIVIDEND REQUIREMENT AND |
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NET INCOME APPLICABLE TO COMMON STOCK |
$ 708 |
$ 536 |
====== |
====== |
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INCOME PER COMMON SHARE: |
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Basic |
$ 0.18 |
$ 0.17 |
====== |
====== |
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Diluted |
$ 0.18 |
$ 0.17 |
====== |
====== |
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CASH DIVIDEND PER COMMON SHARE |
$ 0.1983 |
$ 0.1933 |
====== |
====== |
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AVERAGE COMMON SHARES OUTSTANDING |
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Basic |
3,866 |
3,076 |
======= |
======= |
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Diluted |
3,953 |
3,168 |
======= |
======= |
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See notes to the consolidated financial statements. |
CONSOLIDATED STATEMENT OF RETAINED EARNINGS (In thousands) |
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For the Quarter Ended March 31, |
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2003 |
2002 |
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Balance, beginning of period |
$ 8,260 |
$ 7,026 |
Net income |
772 |
548 |
9,032 |
7,574 |
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Less: Dividends |
833 |
614 |
Common stock-repurchase |
83 |
26 |
Balance, end of period |
$ 8,116 |
$ 6,934 |
====== |
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See notes to the consolidated financial statements. |
ARTESIAN RESOURCES CORPORATION Unaudited (In thousands) |
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For the Quarter Ended March 31, |
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2003 |
2002 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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NET INCOME |
$ 772 |
$ 548 |
Adjustments to reconcile net income to net cash |
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provided by operating activities: |
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Depreciation and amortization |
845 |
773 |
Deferred income taxes, net |
353 |
(28) |
Allowance for funds used during construction |
(33) |
(124) |
Changes in assets and liabilities: |
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Accounts receivable |
(907) |
137 |
Unbilled operating revenue |
529 |
96 |
Materials and supplies |
(64) |
(34) |
Accrued state and federal income taxes |
(3) |
316 |
Prepaid property taxes |
323 |
296 |
Prepaid expenses and other |
(146) |
162 |
Other deferred assets |
(133) |
--- |
Regulatory assets |
27 |
69 |
Postretirement benefit obligation |
(16) |
(16) |
Accounts payable |
(140) |
(990) |
Interest accrued |
(398) |
(239) |
Customer deposits and other, net |
287 |
175 |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
1,296 |
1,141 |
CASH FLOWS FROM INVESTING ACTIVITIES |
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Capital expenditures (net of AFUDC) |
(4,280) |
(6,066) |
NET CASH USED IN INVESTING ACTIVITIES |
(4,280) |
(6,066) |
CASH FLOW FROM FINANCING ACTIVITIES |
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Net borrowings under line of credit agreement |
2,722 |
3,924 |
Overdraft payable |
712 |
642 |
Net advances and contributions in aid of construction |
603 |
463 |
Net proceeds from stock transactions |
79 |
272 |
Dividends |
(833) |
(614) |
Repayment of long-term debt |
(292) |
(346) |
Retirement of preferred stock |
(100) |
(100) |
NET CASH PROVIDED BY FINANCING ACTIVITIES |
2,891 |
4,241 |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
(93) |
(684) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
874 |
1,053 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ 781 |
$ 369 |
====== |
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Supplemental Disclosures of Cash Flow Information: |
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Interest paid |
$ 1,541 |
$ 1,339 |
======= |
======= |
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Income taxes paid |
$ 150 |
$ --- |
======= |
======= |
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See notes to the consolidated financial statements. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
Artesian Resources Corporation ("Artesian Resources") is a non-operating holding company, whose income is derived from the earnings of our four wholly owned subsidiary companies and our one-third interest in AquaStructure, a Limited Liability Corporation whose primary activity is marketing wastewater services. Artesian Water Company, Inc. ("Artesian Water"), our principal subsidiary, is the oldest and largest public water utility in the State of Delaware and has been providing water service within the state since 1905. We distribute and sell water to residential, commercial, industrial, governmental, municipal and utility customers throughout Delaware. In addition, we provide services to other water utilities, including operations and billing functions, and have contract operation agreements with thirteen private and municipal water providers.
Our other water utility subsidiary, Artesian Water Pennsylvania, Inc., began operations in 2002, providing water service to a residential community, consisting of 41 homes, in Chester County. Our other subsidiaries, neither of which is regulated, are Artesian Wastewater Management, Inc., which provides wastewater services in Delaware, and Artesian Development Corporation, whose sole activity has been ownership of an eleven-acre parcel of land.
Stock Compensation Plans
At March 31, 2003, the Company had three stock-based compensation plans. The Company applies APB Opinion No. 25 and related interpretations in accounting for compensation expense under its plans. Accordingly, the aggregate compensation cost that has been charged against income for the three plans was $1,100 and $2,400 for the three months ended March 31, 2003, and 2002, respectively. Had compensation cost for the Company's three plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation," the Company's net income and net income per common share would have been reduced to the pro-forma amounts indicated below:
For the Quarter Ended March 31, |
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2003 |
2002 |
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In thousands, except per share data |
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Net income applicable to common stock |
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As reported |
$ |
708 |
$ |
536 |
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Add: compensation expense included in net income (net of tax) |
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1 |
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Deduct: compensation expense using fair value based method (net of tax) |
(24) |
(2) |
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Pro-forma |
$ |
684 |
$ |
535 |
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Basic net income per common share |
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As reported |
$ |
.18 |
$ |
.17 |
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Pro-forma |
$ |
.18 |
$ |
.17 |
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Diluted net income per common share |
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As reported |
$ |
.18 |
$ |
.17 |
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Pro-forma |
$ |
.17 |
$ |
.17 |
NOTE 2 - REGULATORY ASSETS
Certain expenses are recoverable through rates, without a return on investment, and are deferred and amortized during future periods using various methods as permitted by the Delaware Public Service Commission ("Delaware PSC"). Expenses related to rate proceedings are amortized on a straight-line basis over a period of two years. The postretirement benefit obligation, which is being amortized over 20 years, is adjusted for the difference between the net periodic postretirement benefit costs and the cash payments. The deferred income taxes will be amortized over future years as the
tax effects of temporary differences previously flowed through to the customers reverse. Regulatory assets at March 31, net of amortization, comprise:
March 31, 2003 |
December 31, 2002 |
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Postretirement benefit obligation |
$1,282 |
$1,298 |
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Deferred income taxes recoverable in future rates |
639 |
642 |
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Expense of rate proceedings |
489 |
497 |
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$2,410 |
$2,437 |
NOTE 3 - RELATED PARTY TRANSACTIONS
The office building and shop complex utilized by Artesian Water are leased at an average annual rental of $173,000 from a partnership, White Clay Realty, in which certain of Artesian Resources' officers and directors (Dian C. Taylor and John R. Eisenbrey, Jr.) are a partner or the beneficiary of a partner. The current rental of $173,000 is below market. In December of 2002, Artesian Water filed a condemnation action in the Delaware Superior Court, seeking to acquire title to the office and shop complex currently leased by Artesian Water, known as 664 Churchmans Road, Newark, Delaware (the "Property"). Artesian Water filed this action under its statutory power of eminent domain against the owner of the Property, White Clay Realty, a Delaware Limited Partnership, and each of the limited partners. White Clay Realty has no general partner and the Superior Court has ruled that the partnership is dissolved and all of the former partners now own the Property jointly as tenants in common. A spec
ial committee of the Board of Directors of Artesian Resources, composed entirely of outside directors who have no ownership interest in the Property, made the determination to purchase the Property through the condemnation procedures. Under this procedure, if the acquisition of the Property is approved by the court, the fair market value of the Property will be determined by a panel of commissioners after an evidentiary hearing. Artesian Water's independent appraiser has valued the Property to be worth $3,800,000. In December 2002, Artesian Water issued a payment to the Prothonotary for the State of Delaware for $3,800,000. As the court has delayed payment until the matter is decided, the amount is to be refunded to Artesian and was recorded as a receivable at December 31, 2002 and remains due to Artesian at March 31, 2003. Until a final determination of the condemnation, the parties have agreed that Artesian Water may continue to occupy the Property under the terms of the lease with a quarterly rental
payment of $43,361. Pursuant to a deadline set by the Superior Court, the owners of the Property have submitted an independent appraisal that values the Property to be worth $4,800,000. The special committee of the Board of Directors of Artesian Resources is reviewing the owners' appraisal. If the parties are unable to agree on a purchase price, the condemnation case will proceed in the Superior Court.
Expenses associated with related party transactions are as follows:
For the Quarter Ended March 31, |
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2003 |
2002 |
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(in thousands) |
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White Clay Realty |
$43 |
$44 |
NOTE 4 - 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 and potentially dilutive effect of employee stock options. The following table summarizes the shares used in computing basic and diluted net income per share:
For the Quarter Ended March 31, |
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2003 |
2002 |
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(in thousands) |
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Average common shares outstanding during the period for Basic computation |
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Dilutive effect of employee stock options |
87 |
92 |
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Average common shares outstanding during the period for Diluted computations |
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NOTE 5 - IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
There are no recent accounting pronouncements that have not been implemented.
NOTE 6 - RATE PROCEEDINGS
On April 2, 2002, Artesian Water filed a petition with the Delaware PSC seeking to raise rates for water service by 23.12% or $7.5 million. The Delaware PSC, on April 16, 2002, suspended the implementation of the proposed new rates pending further investigation and public evidentiary hearings. Pending these hearings and a final ruling by the Delaware PSC, the Company, as is permitted by law, placed 7.71% of the proposed rates into effect under bond beginning June 1, 2002. On June 17, 2002, the Company filed a supplemental application reducing the requested increase to 19%, or $6.4 million. Hearings regarding the rate increase were held on October 30 and 31, 2002. During these hearings, the Company reduced its requested rate increase to 14.2%, or $4.8 million. Beginning December 3, 2002, as is permitted by law, the Company placed an additional 3.69% of the proposed rates into effect. On April 15, 2003, the Delaware PSC issued PSC Order No. 6147 approving an increase in the Company's revenue requirem ent of 9.68% effective May 1, 2003. These rates represent an increase in water consumption charges, customer charges, and fire hydrant ready-to-serve charges necessary to generate an increase in annual operating revenues of approximately $3.3 million.
NOTE 7 - SUBSEQUENT EVENT
On April 30, 2003, the Company's Board of Directors approved a three for two stock split. The Company's Board of Directors also declared a stock dividend of $0.2975 per share, the payment of which will be based on the number of shares outstanding on May 12, 2003, prior to the May 30, 2003 effective date of the stock split. All share and per share information have been restated to retroactively show the effect of the stock split. Weighted average shares outstanding used in the calculation of basic and diluted earnings per share were 3,866,072 and 3,952,821 for the period ended March 31, 2003 and 3,076,211 and 3,168,201 for the period ended March 31, 2002.
ITEM 2 - ARTESIAN RESOURCES CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE PERIOD ENDED
MARCH 31, 2003
RESULTS OF OPERATIONS
Overview
Strategic Direction
Our profitability is primarily attributable to the sale of water by Artesian Water, the amount of which is dependent on seasonal fluctuations in weather, particularly during the summer months when water demand may vary with rainfall and temperature.
While customer growth in our utility subsidiary will continue to be a major focus in 2003, we are aggressively seeking opportunities that produce revenue streams that are unrelated to weather. These opportunities include our wastewater management subsidiary's operation of a new spray irrigation wastewater treatment facility with a capacity of 2.5 million-gallons-per-day for the town of Middletown, Delaware, which began operations in the third quarter of 2002. In addition, we will continue to focus attention on expanding our contract operations opportunities with municipalities and private water providers in Delaware and surrounding areas.
Ensuring our customers have a dependable supply of safe, high-quality water has been, and will continue to be, a high priority. We expect to make investments in 2003 that will increase our sources of water and enhance our ability to deliver supply from our Aquifer Storage and Recovery Program. We are the first and only water utility in Delaware to utilize this technology that capitalizes on Delaware's unique geology to provide storage capacity for water to be used during periods of peak water demand.
Regulatory Matters and Inflation
As of March 31, 2003, we had approximately 68,000 metered customers and serviced a population of approximately 226,000, representing approximately 27% of Delaware's total population. The Delaware PSC regulates Artesian Water's rates charged for water service, the sale and issuance of our securities and other matters. We periodically seek rate increases to cover the cost of increased operating expenses, increased financing expenses due to additional investments in utility plant and other costs of doing business. In Delaware, utilities are permitted to place rates into effect on a temporary basis pending completion of a rate increase proceeding. Increases in the number of customers served by Artesian Water also contribute to increases in our operating revenues.
We are affected by inflation, most notably by the continually increasing costs required to maintain, improve and expand our service capability. The cumulative effect of inflation results in significantly higher facility costs, compared to investments made 20 to 40 years ago, which must be recovered, from future cash flows.
Operating Revenues
Revenues totaled $8.5 million for the quarter ended March 31, 2003 and were 10.3% above revenues for the quarter ended March 31, 2002 of $7.7 million, reflecting an increase in water sales of 9.1% due to customer growth and rate increases approved by the Delaware PSC, effective June 1, 2002 and December 3, 2002. The remaining increase of 1.2% is primarily due to additional revenues generated by wastewater services. We realized 96.7% of our total revenue for the quarter ended March 31, 2003 from the sale of water.
On April 2, 2002, Artesian Water filed a petition with the Delaware PSC seeking to raise rates for water service by 23.12% or $7.5 million. The Delaware PSC, on April 16, 2002, suspended the implementation of the proposed new rates pending further investigation and public evidentiary hearings. Pending these hearings and a final ruling by the Delaware PSC, the Company, as is permitted by law, placed 7.71% of the proposed rates into effect under bond beginning June 1, 2002. On June 17, 2002, the Company filed a supplemental application reducing the requested increase to 19%, or $6.4 million. Hearings regarding the rate increase were held on October 30 and 31, 2002. During these hearings, the Company reduced its requested rate increase to 14.2%, or $4.8 million. Beginning December 3, 2002, as is permitted by law, the Company placed an additional 3.69% of the proposed rates into effect. On April 15, 2003, the Delaware PSC issued PSC Order No. 6147 approving an increase in the Company's revenue requirem
ent of 9.68% effective May 1, 2003. These rates represent an increase in water consumption charges, customer charges, and fire hydrant ready-to-serve charges necessary to generate an increase in annual operating revenues of approximately $3.3 million.
In addition, Artesian Wastewater Management, our non-regulated subsidiary, provides wastewater management and operations service for several wastewater treatment plants in Delaware. These services provide us with another source of revenue and are outside of the regulatory environment. Non-Utility Operating Revenue from wastewater services increased $95,000 for the quarter ended March 31, 2003, over the same period last year.
Operating Expenses
Operating expenses, excluding depreciation and taxes, increased $228,000, or 5.0%, to $4.8 million for the quarter ended March 31, 2003. The increase in operating expenses resulted primarily from an increase during the quarter ended March 31, 2003, in payroll and related expense of $202,000, or 8.8%, principally due to increases in annual merit compensation, additional positions and an increase in employee benefits expense. The ratio of operating expense, excluding depreciation and taxes, to total revenue was 56.6% for the quarter ended March 31, 2003, compared to 59.4% for the quarter ended March 31, 2002.
Depreciation and amortization expense increased $35,000, or 4.3%, over the quarter ended March 31, 2002 due to increases in our utility plant in service. Income tax expense increased $126,000 due to increased profitability for the quarter ended March 31, 2003 over the quarter ended March 31, 2002.
Interest Charges
Interest charges increased $39,000, or 3.5%, over the quarter ended March 31, 2002, primarily due to an increase in interest related to the $25 million Series P First Mortgage Bond issued on January 31, 2003. This bond issuance replaced the Series L 8.03% $10 million bond and paid down our line of credit.
Net Income
For the quarter ended March 31, 2003, our net income applicable to common stock increased $172,000 compared to the same period in 2002. The increase in net income was primarily due to rate increases authorized in 2002 and continued customer growth.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity for the quarter ended March 31, 2003 were $2.7 million in proceeds from our lines of credit and $1.3 million provided by cash flow from operating activities. Cash flow from operating activities was primarily provided by our utility operations, and was impacted by the timeliness and adequacy of rate increases.
A significant part of our ability to maintain and meet our financial objectives is to assure 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. On April 2, 2002, Artesian Water filed a petition with the Delaware PSC seeking to raise rates for water service and on April 15, 2003, the Delaware PSC issued PSC Order No. 6147 approving an increase in the Company's revenue requirement of 9.68% effective May 1, 2003. These rates represent an increase in water consumption charges, customer charges, and fire hydrant ready-to-serve charges necessary to generate an increase in annual operating revenues of approximately $3.3 million.
At March 31, 2003, Artesian Water had lines of credit with three separate financial institutions totaling $35.0 million to meet its temporary cash requirements. These revolving credit facilities are unsecured. As of March 31, 2003, we had $29.1 million of available funds under these lines. The interest rate for borrowings under each of these lines is the London Interbank Offering Rate plus 1.0% or, at our discretion, the bank's federal funds rate plus 1.0% and at March 31, 2003 was 2.27 %. All the facilities are reviewed annually by each bank for renewal. Our cash from operations and lines of credit are sufficient to meet our financial obligations for the next twelve months.
On February 21, 2003, the Company redeemed all 10,868 shares of our 7% Prior Preferred Stock. We incurred $54,000 in redemption premium costs associated with this buy-back.
CAUTIONARY STATEMENT
Statements in this Quarterly Report on Form 10-Q which express our "belief," "anticipation" or "expectation," as well as other statements which are not historical fact, including statements regarding our customer growth, contract operations opportunities, investment plans in 2003, and a dependable supply of safe, high-quality water, 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. Certain factors, such as competitive market pressures, material changes in demand from larger customers, changes in weather, changes in government policies, changes in economic conditions, and other matters could cause results to differ materially from those in the forward-looking statements. The Company does not undertake to update any of the forward-looking statements included in the Quarterly Report on Form 10-Q.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate, long-term debt and, to a lesser extent, short-term debt. The Company's interest rate risk related to existing fixed rate, long-term debt is not material due to the term of our First Mortgage Bonds, which have maturity dates ranging from 2007 to 2020.
ITEM 4 - CONTROLS AND PROCEDURES
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of April 29, 2003 was carried out by us under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls 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 ha
ve been detected. Subsequent to the date of the most recent evaluation of our internal controls, there were no significant changes in our internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On April 2, 2002, Artesian Water filed a petition with the Delaware PSC seeking to raise rates for water service by 23.12% or $7.5 million. The Delaware PSC, on April 16, 2002, suspended the implementation of the proposed new rates pending further investigation and public evidentiary hearings. Pending these hearings and a final ruling by the Delaware PSC, the Company, as is permitted by law, placed 7.71% of the proposed rates into effect under bond beginning June 1, 2002. On June 17, 2002, the Company filed a supplemental application reducing the requested increase to 19%, or $6.4 million. Hearings regarding the rate increase were held on October 30 and 31, 2002. During these hearings, the Company reduced its requested rate increase to 14.2%, or $4.8 million. Beginning December 3, 2002, as is permitted by law, the Company placed an additional 3.69% of the proposed rates into effect. On April 15, 2003, the Delaware PSC issued PSC Order No. 6147 approving an increase in the Company's revenue requ
irement of 9.68% effective May 1, 2003. These rates represent an increase in water consumption charges, customer charges, and fire hydrant ready-to-serve charges necessary to generate an increase in annual operating revenues of approximately $3.3 million.
The office building and shop complex utilized by Artesian Water are leased at an average annual rental of $173,000 from a partnership, White Clay Realty, in which certain of Artesian Resources' officers and directors (Dian C. Taylor and John R. Eisenbrey, Jr.) are a partner or the beneficiary of a partner. The current rental of $173,000 is below market. In December of 2002, Artesian Water filed a condemnation action in the Delaware Superior Court, seeking to acquire title to the office and shop complex currently leased by Artesian Water, known as 664 Churchmans Road, Newark, Delaware (the "Property"). Artesian Water filed this action under its statutory power of eminent domain against the owner of the Property, White Clay Realty, a Delaware Limited Partnership, and each of the limited partners. White Clay Realty has no general partner and the Superior Court has ruled that the partnership is dissolved and all of the former partners now own the Property jointly as tenants in common. A special
committee of the Board of Directors of Artesian Resources, composed entirely of outside directors who have no ownership interest in the Property, made the determination to purchase the Property through the condemnation procedures. Under this procedure, if the acquisition of the Property is approved by the court, the fair market value of the Property will be determined by a panel of commissioners after an evidentiary hearing. Artesian Water's independent appraiser has valued the Property to be worth $3,800,000. In December 2002, Artesian Water issued a payment to the Prothonotary for the State of Delaware for $3,800,000. As the court has delayed payment until the matter is decided, the amount is to be refunded to Artesian and was recorded as a receivable at December 31, 2002 and remains due to Artesian at March 31, 2003. Until a final determination of the condemnation, the parties have agreed that Artesian Water may continue to occupy the Property under the terms of the lease with a quarterly rental paym
ent of $43,361. Pursuant to a deadline set by the Superior Court, the owners of the Property have submitted an independent appraisal that values the Property to be worth $4,800,000. The special committee of the Board of Directors of Artesian Resources is reviewing the owners' appraisal. If the parties are unable to agree on a purchase price, the condemnation case will proceed in the Superior Court.
There are no other material legal proceedings pending at this date.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5 - OTHER INFORMATION
Not applicable.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) |
99.1 |
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the |
||
(b) |
Forms 8-K |
|
1) |
A current report on Form 8-K dated January 17, 2003 was filed with the Securities and Exchange Commission on January 17, 2003, reporting the "Notice of Redemption" to all 7% Prior Preferred Stock shareholders. |
|
2) |
A current report on Form 8-K dated March 3, 2003 was filed with the Securities and Exchange Commission on March 3, 2003, reporting the borrowing of funds from the Delaware Drinking Water State Revolving Fund. |
|
3) |
A current report on Form 8-K dated March 19, 2003 was filed with the Securities and Exchange Commission on March 19, 2003, reporting the approval of a rate increase by the Delaware PSC. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
May 5, 2003 |
/s/Dian C. Taylor |
|
Dian C. Taylor |
||
Chair of the Board, Chief Executive |
||
Officer and President |
May 5, 2003 |
/s/David B. Spacht |
|
David B. Spacht |
||
Vice President, Chief Financial Officer and |
||
Treasurer |
CERTIFICATION |
||||||||
I, Dian C. Taylor, certify that: |
||||||||
1. I have reviewed this quarterly report on Form 10-Q of Artesian Resources Corporation; |
||||||||
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a |
||||||||
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
||||||||
under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
||||||||
3. Based on my knowledge, the financial statements, and other financial information included in |
||||||||
this quarterly report, fairly present in all material respects the financial condition, results of operations and cash |
||||||||
flows of the registrant as of, and for, the periods presented in this quarterly report; |
||||||||
4. The registrant's other certifying officers and I are responsible for establishing and maintaining |
||||||||
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and |
||||||||
have: |
||||||||
a) Designed such disclosure controls and procedures to ensure that material information relating |
||||||||
to the registrant, including its consolidated subsidiaries, is made known to us by others |
||||||||
within those entities, particularly during the period in which this quarterly report is being |
||||||||
prepared; |
||||||||
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date |
||||||||
within 90 days prior to the filing date of this quarterly report on (the "Evaluation Date"); and |
||||||||
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure |
||||||||
controls and procedures based on our evaluation as of the Evaluation Date; |
||||||||
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, |
||||||||
to the registrant's auditors and the Audit Committee of registrant's Board of Directors (or persons performing the |
||||||||
equivalent functions): |
||||||||
a) All significant deficiencies in the design or operation of internal controls which could adversely |
||||||||
affect the registrant's ability to record, process, summarize and report financial data and have |
||||||||
identified for the registrant's auditors any material weaknesses in internal controls; and |
||||||||
b) Any fraud, whether or not material, that involves management or other employees who have a |
||||||||
significant role in the registrant's internal controls; and |
||||||||
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there |
||||||||
were significant changes in internal controls or in other factors that could significantly affect internal controls |
||||||||
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant |
||||||||
deficiencies and material weaknesses. |
||||||||
May 5, 2003 |
/s/Dian C. Taylor |
|||||||
Dian C. Taylor |
||||||||
Chair of the Board, Chief Executive |
||||||||
Officer and President |
CERTIFICATION |
||||||||
I, David B. Spacht, certify that: |
||||||||
1. I have reviewed this quarterly report on Form 10-Q of Artesian Resources Corporation; |
||||||||
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a |
||||||||
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances |
||||||||
under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
||||||||
3. Based on my knowledge, the financial statements, and other financial information included in |
||||||||
this quarterly report, fairly present in all material respects the financial condition, results of operations and cash |
||||||||
flows of the registrant as of, and for, the periods presented in this quarterly report; |
||||||||
4. The registrant's other certifying officers and I are responsible for establishing and maintaining |
||||||||
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and |
||||||||
have: |
||||||||
a) Designed such disclosure controls and procedures to ensure that material information relating |
||||||||
to the registrant, including its consolidated subsidiaries, is made known to us by others |
||||||||
within those entities, particularly during the period in which this quarterly report is being |
||||||||
prepared; |
||||||||
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date |
||||||||
within 90 days prior to the filing date of this quarterly report on (the "Evaluation Date"); and |
||||||||
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure |
||||||||
controls and procedures based on our evaluation as of the Evaluation Date; |
||||||||
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, |
||||||||
to the registrant's auditors and the Audit Committee of registrant's Board of Directors (or persons performing the |
||||||||
equivalent functions): |
||||||||
a) All significant deficiencies in the design or operation of internal controls which could adversely |
||||||||
affect the registrant's ability to record, process, summarize and report financial data and have |
||||||||
identified for the registrant's auditors any material weaknesses in internal controls; and |
||||||||
b) Any fraud, whether or not material, that involves management or other employees who have a |
||||||||
significant role in the registrant's internal controls; and |
||||||||
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there |
||||||||
were significant changes in internal controls or in other factors that could significantly affect internal controls |
||||||||
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant |
||||||||
deficiencies and material weaknesses. |
||||||||
May 5, 2003 |
/s/ David B. Spacht |
|||||||
David B. Spacht |
||||||||
Vice President, Chief Financial Officer and |
||||||||
Treasurer |
INDEX TO EXHIBIT
Exhibit Number |
Description |
|
|
99.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
of the Sarbanes-Oxley Act of 2002. |