ARTNA 10-K & 10-Q changes, risk factors and insider trading
Artesian Resources Corp. (also ARTNB) · Nasdaq · Water Supply · CIK 863110 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“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. …”see in full comparison
see in full comparisonWeClimate variability mayexperience substantialcause negative impacts to our business if an unexpectedly severe weather event or natural disaster damages our facilities and/or 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. Potential climate variability challenges include the following: increased frequency and duration of droughts, increased precipitation and flooding, increased frequency and severity of storms and other weather events, potential degradation of water quality, unexpected changes in temperature, possible increases in ocean levels, disruptions in water or wastewater services to our customers, decreases in available water supply, extreme changes in water usagepatterns,patterns and related revenue, increases in expenditures to repair any damages, increases in costs to reduce risks associated with significant weather events or natural disasters, and increases in costs to improve the reliability of our water and wastewater systems and facilities. 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.
Cyberattacks on utility companies have been increasing in recentsee in full comparisonyears, with recent reports that at least one U.S. water utility has experienced widespread outages as a result of such an attack.years. To date, there have been no risks identified from cybersecurity threats or previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect the company. Despite our efforts, a cyberattack, if it occurred, could cause water or wastewater system operational complications, disrupt service to our customers, compromise important data or systems or result in an unintended release of customer or other confidential information. Possible impacts associated with a cyberattack could also include remediation costs related to lost, stolen, or compromised data, repairs to information technology and data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulations, including standards for water and wastewater utility providers, and litigation. 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. We have implemented, and will continue to internally monitor and manage, business processes to support our cybersecurity program. For additional information concerning the Company’s cybersecurity program, see Item 1C - Cybersecurity.
“Difficulties in integrating the operations and personnel of the acquired organization;”see in full comparison
“Diversion of our management’s attention from ongoing business concerns;”see in full comparison
“Failure to have effective internal control over financial reporting;”see in full comparison
Full comparison: every changed paragraph (21)
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 further affected, by supplier delays and increased costs, due to the impacts of inflation, tariffs, recession, wars and international conflicts, and/or other macroeconomic factors, 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.
As a regulated utility, we are subject to regulation at the federal, state and local level. We have made significant capital expenditures to adhere to
regulations imposed by such authorities and expect to continue to make capital expenditures in the future to adhere to such regulations. Changes in local, state or federal administrative policy or priorities could affect the possible interpretation of
existing regulations or such authorities may impose new rules and regulatory requirements. New administrations could also eliminate proposed rules and reverse final policies of prior administrations, which could lead to conflict between federal and
state regulations and regulatory uncertainty, which could cause us to reevaluate our strategic priorities and capital expenditures or otherwise impact our business operations. The impact of any regulatory requirement changes areis unpredictable, and
could materially and adversely affect our business, financial position and results of operations.
We may be adversely affected by global climate changevariability 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. Severe weather, climate variability patterns and natural or other events
may cause weather volatility in the future and may impact water usage and related revenue, or may require additional expenditures, all of which may not be fully recoverable in rates or otherwise.
WeClimate variability may experience substantialcause negative impacts to our business if an unexpectedly severe weather event or natural disaster damages our facilities and/or
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.
Potential climate variability challenges include the following: increased frequency and duration of droughts, increased precipitation and flooding, increased frequency and severity of storms and other weather events, potential degradation of water
quality, unexpected changes in temperature, possible increases in ocean levels, disruptions in water or wastewater services to our customers, decreases in available water supply, extreme changes in water usage patterns,patterns and related revenue, increases in expenditures to repair any
damages, increases in costs to reduce risks associated with significant weather events or natural disasters, and increases in costs to improve the reliability of our water and wastewater systems and facilities. 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 rely on governmental approvals in the States of Delaware and Maryland and the Commonwealth of Pennsylvania, as wellsuch 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.
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 LCRLead and Copper Rule 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.
We could be adversely impacted by macroeconomic factors outside of our control, including but not limited to inflation, interest rates, tariffs, trade wars, wars and international conflicts, and/or recession.
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, as a result of increased interest rates, tariffs, trade wars, wars and international conflicts, or otherwise, 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 such inflationary pressure could adversely affect our results of operations, financial position or cash flows.
Dilutive issuance of our equity securities;
Incurrence of debt and contingent liabilities;
Difficulties in integrating the operations and personnel of the acquired organization;
Diversion of our management’s attention from ongoing business concerns;
Failure to have effective internal control over financial reporting;
Overload of human capital resources; and
Other acquisition-related expense.
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. The timeliness and outcome of those state public utilities commissionscommissions' decisions could
hinder future acquisitions and any 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.
Our Company from time to time could be partiesparty to or our operations 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.
We rely on our information technology systems to manage operation of our business. Specifically, our business relies on various technology systems,
including but not limited to those associated with customer information, financial reporting, asset and inventory management, facility operations and monitoring ,monitoring, human resources and accounts receivable. 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, power loss, telecommunications failures, human error orerror, acts of war orwar, terrorism, international conflict, 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 business and results of operations.
Cyberattacks on utility companies have been increasing in recent years, with recent reports that at least one U.S. water utility has experienced widespread
outages as a result of such an attack.years. To date, there have been no risks identified from cybersecurity threats or previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect the company. Despite our efforts, a cyberattack, if it occurred, could cause water or wastewater system operational complications, disrupt service to our customers, compromise important data
or systems or result in an unintended release of customer or other confidential information. Possible impacts associated with a cyberattack could also include remediation costs related to lost, stolen, or compromised data, repairs to information
technology and data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulations, including standards for water and wastewater utility providers, and
litigation. 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. We have implemented, and will continue to internally monitor and manage, business processes to support our cybersecurity program. For additional information concerning the Company’s cybersecurity program, see Item 1C - Cybersecurity.
There is a risk that our employees or independent contractors engage in misconduct that adversely affects our business. Misconduct could subject us to
regulatory investigations, legal liabilities or penalties and we could suffer harm to our reputation, financial position, and the trading price of our common stock. We also face the risk that our employees engage in work placeworkplace misconduct, despite our
implementation of policies and training to prevent and detect misconduct. Such misconduct could negatively harm our reputation or impair our ability to attract and retain qualified, skilled employees. If our employees engage in misconduct, our
business could be materially adversely affected.
Management's Discussion & Analysis (MD&A)
Removed heading “Deferred income taxes”
Removed heading “Government and Other”
Removed heading “Other Utility Operating Revenue”
Removed heading “Non-Utility Operating Revenue”
Largest changes
see in full comparisonOurThese investments are intended to improve efficiency, upgrade aging systems, accommodate growing populations, upgrade treatment capacity, apply advanced technologies, address environmental challenges and enhance resiliency. The actual amount and timing of our projected capital expenditures and other investments are subject to periodic review, and revision to reflect changes in economicconditionsconditions, projectand otherscheduling,factors.continuedThe Company's investment for 2025 is expected to be offset by contributions in aidrefinement ofconstructionprojectofscope$16.2andmillioncostsforanda net investment of $46.4 million in 2025.other factors. The Company believes the net investment in utility plant will continue to be recovered through rates charged to customers.
Insee in full comparisonAprilAugust2021,2025, Artesian Water entered into a3-yearnew, three-year agreement with Worldwide IndustriesCorporationCorporation, effectiveJulySeptember 1,20212025, to paint elevated water storage tanks. Pursuant to the agreement, the expected total expenditure for the three yearswasis$1.2$2.5 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.
Full comparison: every changed paragraph (47)
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, 2024,2025, the eligible
customers enrolled in the WSLP Plan, the SSLP Plan and the ISLP Plan increased 3.1%,4.1%, 4.0%2.0% and 2.2%,5.7%, respectively, compared to December 31, 2023.2024. The Company discontinued enrolling new customers in the ISLP Plan, effective January 2026.
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 provide additional opportunities to expand our wastewater operations.
In April 2024, Artesian Wastewater received a permit from the Delaware Department of Natural Resources and Environmental ControlDNREC 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 is expected to bewas completed byin the thirdfirst quarter of 2025.2026. In February 2026,
Artesian Wastewater received a permit from DNREC for construction of the next
phase of an additional 625,000 gallon per day regional wastewater treatment
facility.
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, sewerwater and internalsewer 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.
Management has reviewed our financial policies and determined that there are no critical accounting estimates requiring disclosure. Our accounting policies do not require management to make difficult, subjective, or complex judgments about matters that are highly uncertain, and therefore, no significant estimates are deemed critical to the portrayal of our financial condition or results of operations. Note 1 (Summary of Significant Accounting Policies) to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements.
Critical accounting 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 (Summary of Significant Accounting Policies) 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 estimates with the Audit Committee of the Board of Directors.
Revenues
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 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.
Deferred 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.
Water sales revenue increased $2.8 million, or 3.2%, for the year ended December 31, 2025 from the corresponding period in 2024, 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 and DSIC revenue. 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. A portion of the revenue from the November 6, 2025 temporary rate increase was recorded as a reserve for refund and is not reflected in income. We realized 80.5% and 81.6% of our total operating revenue for the years ended December 31, 2025 and December 31, 2024, respectively, from the sale of water.
Water sales revenue increased $8.0 million, or 10.1%, for the year ended December 31, 2024 from the corresponding period in 2023, primarily as a result of a
temporary rate increase of 14.6% of gross water sales placed into effect on November 28, 2023, as permitted under Delaware law. These temporary rates were replaced with the final approved rates pursuant to a DEPSC order that authorized a total
increase of approximately 15.2%, which went into effect on June 12, 2024. The increase in both temporary rates and final approved customer base rates was partially offset by the Company’s DSIC rate of 7.50% resetting to zero upon implementation of the
temporary rate increase. In addition, there was an increase in overall water consumption due to drier weather experienced during the year ended December 31, 2024 compared to the same period in 2023 and an increase in the number of customers served.
We realized 81.6% and 81.0% of our total operating revenue for the years ended December 31, 2024 and December 31, 2023, respectively, from the sale of water.
Other utility operating revenue increased approximately $0.9$1.5 million, or 7.7%,11.2%, for the year ended December 31, 20242025 compared to the year ended December 31,
2023. 2024. This increase is primarily due to an increase in wastewater revenue associated with ancustomer increase in the number of customers served.growth.
Non-utility operating revenue increased approximately $0.1
$0.7 million, or 1.7%,10.2%, for the year ended December 31, 20242025 compared to the
same period in 2023,
2024, primarily due to an increase in SLP Plan revenue, partiallyprimarily offsetthe byresult aof decreasean increase in contractrates servicethat revenuewere relatedplaced
into toeffect aon contractDecember for1, 2024 and increase in the design and constructionnumber of wastewatercustomers infrastructure that was mostly completed participating
in priorthe years.SLP Plans.
Residential
Residential water service revenues in 2024 amounted to $53.9 million, an increase of $4.4 million, or 8.8%, above the $49.6 million recorded in 2023,
primarily due to a rate increase placed into effect on November 28, 2023 and an increase in overall water consumption. The volume of water sold to residential customers increased to 4,522 million gallons in 2024 compared to 4,340 million gallons in
2023, a 4.2% increase. The number of residential customers served increased by approximately 1,500, or 1.7%, in 2024.
Commercial
Water service revenues from commercial customers in 2024 amounted to $19.4 million,
an increase of $1.8 million, or 10.1%, above the $17.6 million in 2023, primarily due to a rate increase placed into effect on November 28, 2023. The volume of
water sold to commercial customers increased to 2,277 million gallons in 2024 compared to 2,231 million gallons sold in 2023, an increase of 2.1%.
Government and Other
Government and other water service revenues in 2024 amounted to $14.7 million,
an increase of $1.9 million, or 14.8%, above the $12.8 million in 2023, primarily due to a rate increase placed into effect on November 28, 2023 and an increase in overall water consumption. The volume of water sold to government and other customers increased to 1,320 million gallons in 2024 compared to 1,260 million gallons in 2023, an increase of 4.8%.
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 7.7%, to $13.1 million in 2024, from $12.2 million in 2023. This increase is primarily due to an increase in wastewater revenue associated with an increase in the number of customers served.
Non-Utility Operating Revenue
Non-utility operating revenue, derived from non-regulated water and wastewater
operations, increased by 1.7%, to $6.7 million in 2024 from $6.6 million in 2023. This increase is primarily due to an increase in SLP Plan revenue, partially offset by a decrease in contract service revenue related to a contract for the
design and construction of wastewater infrastructure that was mostly completed in prior years.
Operating expenses, excluding depreciation and amortization and income taxes, increased $4.1$2.7 million, or 7.3%,4.4%, for the year ended December 31, 20242025 compared to the year
ended December 31, 2023.2024.
Utility operating expenses
increased $3.6$2.6 million,
or 7.8%.5.3%. The increase in utility operating expenses
consists of a $1.1 million increase in supply and treatment costs, a $0.9 million increase in payroll and employee
benefits benefit costs, a $0.5
$0.8 million increase in eachadministrative ofcosts, transmission,a distribution$0.4 million increase in
purchased power costs, a $0.4 million increase in supply and collection system costs and administrativetreatment costs,
and a $0.3 million increase in purchasedtransmission, power costsdistribution and collection system
costs. The increase in utility operating
expenses is partially offset by a $0.2$0.1 million increasedecrease in purchased water
costs.
Non-utility operating expenses increased $0.3 million, or 7.1%, primarily due to an increase in plumbing repair costs associated with the SLP Plans and an increase in payroll and employee benefits costs.
Property and other taxes increased $0.2$0.1 million, or 3.6%,1.2%, primarily due to ana increasereassessment and tax
rate changes in New Castle County, Delaware taxpartially ratesoffset on utility plant,by an increase
in
utility plant subject to taxation and an increase in payroll taxes.taxation. Property
taxes are assessed on land, buildings and certain utility plant, which include
the footage and size of pipe, hydrants and wells.hydrants.
The ratio of
operating expense, excluding depreciation and amortization and income taxes, to total revenue
was 56.4%56.2% for the year ended December 31, 2024,2025, compared to
57.4% 56.4% for the year
ended December 31, 2023.2024.
Depreciation and amortization expense increased $0.3$0.2 million, or 2.2%,1.3%, 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.customers, partially offset by a decrease in depreciation
expense related to an increase in utility plant funded by Contributions in Aid
of Construction, or CIAC. Artesian Water
offsets depreciation recorded on utility plant by depreciation on utility
property funded by CIAC.
Federal and state
income tax expense increased $1.0$0.5 million, or 15.2%,7.1%, primarily due to higher
pre-tax income, lowerpartially stateoffset net operating loss valuation
allowance, andby higher regulatory deferred income tax
amortization in 20242025 compared to 2023.2024.
Other income decreased $0.4increased
$0.7 million, primarily due to aan decreaseincrease in
allowance for funds used
during construction, or AFUDC, as a result of lowerhigher long-term construction
activity subject to AFUDC for the twelve months ended December 31, 2024 compared to the same period in 2023.AFUDC.
Interest charges decreased $0.4$0.1 million, primarily due to a decrease in short-termlong-term debt interest related to lower borrowing levels on the Company’s
lines of credit.levels.
Our net income applicable to common stock increased $3.7
$2.4 million, or 22.1%.11.9%. Total revenue
increased $5.0 million, other income increased $9.1$0.7 millionmillion, and interest
charges decreased $0.4
$0.1 million, offset by a $5.4$3.4 million increase in total
operating expenses and $0.4 million decrease in other income.expenses.
One of our primary sources of liquidity
for the year ended December 31, 20242025 was $36.8$40.3 million provided by cash flow from operating activities, compared to $31.9$36.8 million for the year ended December 31, 2023.2024. The increase in cash flows from operating activities is primarily due to changes
in net income, materialsaccounts receivable, and supplies,accounts and income tax receivable.payable. Cash flows 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.
The primary focus of our investment in 20242025 was to continue to provide
high high
quality, reliable service to ourcustomers growingand to grow service territory. Capital
expenditures during 20242025 were $45.9$58.8 million compared to $62.2$45.9 million invested during the same period in 2023.2024. During 2024,2025, these
investments include relocation of
facilities as a result of government mandates, renewals associated with the rehabilitation of aging
infrastructure, installation of new mains, upgrading elevated storage tanks, purchase of new transportation equipment, upgrading and replacing our meter
reading equipment, construction of a new wastewater
treatment plantplant, upgrading elevated storage tanks, upgrading and replacing our
meter reading equipment, and upgrading existing pumping stationsand treatment stations,
including PFAS treatment upgrades, to better serve our customers.
The following chart summarizes our investment in plant and systems over the past three fiscal years as well as our projected capital expenditures for the year 2026.
Supply and treatment includes investments to construct, upgrade, and replace infrastructure for water and wastewater treatment plants, pump stations, disposal equipment and wells. Transmission, distribution and collection includes investments to extend new infrastructure, renew aging infrastructure, and increase storage capacity to deliver water to customers and collect wastewater as well as relocate infrastructure due to government mandates. General plant includes investments for transportation, construction, communications and lab testing equipment, as well as computer hardware and software and building renovations.
Of the $62.6 million gross investment
expected in 2025 approximately $16.2 million will be for extending transmission and distribution facilities to address service needs in growth areas of our service territory. Approximately $14.1 million will be invested in upgraded PFAS treatment
equipment, new and rebuild water treatment facilities, equipment and wells throughout Delaware and Maryland. Approximately $9.1 million will be invested in renewals associated with the rehabilitation of aging infrastructure. Approximately $7.5
million will be invested in general plant, which includes vehicles and other heavy duty operations related equipment, replacement computer hardware and software, equipment upgrades, new corporate automation, station security upgrades, radio
communication upgrades and building renovations. Approximately $5.8 million will be invested in the ongoing construction of a regional wastewater treatment plant along with improvements to existing wastewater treatment plants and wastewater pumping
stations. Approximately $4.0 million will be invested in the relocation of facilities because of government mandates. Approximately $2.7 million will be invested to upgrade elevated storage tanks. Approximately $2.7 million will be invested in the
construction of force mains used for the transmission of wastewater to plants. Additionally, we will refund $0.5 million to customers, real estate developers and builders related to previous advances for construction they provided to Artesian for
distribution facilities on their properties.
OurThese investments are intended to improve efficiency,
upgrade aging systems, accommodate growing populations, upgrade treatment
capacity, apply advanced technologies, address environmental challenges and enhance
resiliency. The actual amount and timing
of our projected capital expenditures and other investments are subject to
periodic review, and revision to reflect changes in economic conditionsconditions,
project and
otherscheduling, factors.continued The Company's investment for 2025 is expected to be offset by contributions in aidrefinement of constructionproject ofscope $16.2and millioncosts forand a net investment of $46.4 million in 2025.other
factors. The Company believes the net
investment in utility plant will continue
to be recovered through rates charged
to customers.
For the year ended
December 31, 2024,2025, cash flows provided by financing activities were $7.1$17.3 million,
compared to $31.4$7.1 million for the year ended
December 31, 2023.2024. Our primary source of liquidity from
financing activities was $20.4$26.1 million in net contributions and advances from
developers and $0.8$5.7 million fromin the issuancelines of long-termcredit debt.borrowings. Cash flows provided by financing activities
decreased increased
due to the net proceeds from the issuance of Class A Non-Voting Stock in May 2023 and June 2023 as well as decreasedhigher contributions in aid of construction and borrowings on lines of
credit. 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, 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.
At December 31, 2024,2025, 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, 2024,2025, there was $40.0$34.3 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 0.85%, which was increased to 1.10% effective August 3, 2023.1.10%. 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 19,18, 20252026 or any date on which Citizens demands payment. The Company expects to renew this line of credit.
On March 13, 2026, Artesian Water Maryland and CoBank entered into a Master Loan Agreement, or the MLA, and supplement to the MLA, in which CoBank will make a single loan to Artesian Water Maryland in a principal amount not to exceed $10 million. Artesian Water Maryland agrees 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 due 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. The foregoing summary is qualified in its entirety by reference to the text of the MLA and the Supplement and the Guarantee of Payment, copies of which are filed as Exhibit 4.26 and Exhibit 4.27, respectively, hereto and are incorporated by reference.
As previously disclosed, on December 9, 2022, Artesian Water Company entered into a Financing Agreement, or the Financing Agreement, with the Delaware
Drinking Water State Revolving Fund, or 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. Under the Financing Agreement, the
Department agreed to advance to or to reimburse Artesian Water up to $901,170 from the Fund to finance all or a portion of the costs to replace a specific water transmission main in a service area located in New Castle County, Delaware. In October
2024, Artesian Water provided notice to the Department confirming that no funds will be requested for reimbursement under this Financing Agreement.
In order to control purchased power cost, in February 2021, Artesian Water entered into an 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 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. dba Artesian Wastewater, or TESI, assumed an electric supply contract with WGL Energy that was effective through December 2024. In November 2024, TESI
entered into a short-term electric supply contract with WGL Energy effective December 2024 through May 2025. The fixed rate was increased 44.4% starting in December 2024. These fixed rate electric supply contracts are for normal purchases and are not
derivative instruments.
In AprilAugust 2021,2025, Artesian
Water entered into a 3-yearnew, three-year agreement with Worldwide Industries Corporation
Corporation, effective JulySeptember 1, 20212025, to paint
elevated water storage
tanks. Pursuant to the agreement, the expected
total expenditure for the three years wasis $1.2$2.5 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.
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. The total estimated annual increase in electric supply expense beginning in May 2025 is approximately $0.5 million. 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.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in such Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Interest Charges”
New heading “Results of Operations – Analysis of the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.”
New heading “Operating Revenues”
New heading “Operating Expenses”
New heading “Interest Charges”
Largest changes
“Results of Operations – Analysis of the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025.”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (51)
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 postretirement
benefit plan, anticipated growth in our non-regulated division,
the impact of
recent acquisitions on our ability to expand and foster
relationships, relationships,
anticipated investments in certain of our facilities and systems
and the
sources of funding for such investments, and the sufficiency of
internally internally
generated funds and credit facilities to provide working capital and
our 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 MarchJune 31,30, 2026, such as changes in weather, changes
in our contractual obligations, changes in government policies, changes in tax
laws,
including, without limitation, the One Big Beautiful Bill Act, the timing
and and
results of our rate requests, failure to receive regulatory approvals,
changes changes
in economic and market conditions generally, and other matters could
cause 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 MARCHJUNE 31,30, 2026
Our
profitability is primarily attributable to the sale of water and wastewater
services in our regulated utility business.
Our regulated utility segment comprised 92.5%92.9% of total operating
revenues for the threesix months ended MarchJune 31,30, 2026 and 92.7%93.0% for the threesix months
ended MarchJune 31,30, 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.
Our profitability is also
attributed to other non-utility business, such as various contract operations,
water, sewerwater and internalsewer 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
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.
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 MarchJune 31,30, 2026, the number of metered water customers in Delaware increased approximately
1.8% compared to MarchJune 31,30, 2025. The
number of metered water customers in Maryland increased approximately 1.5% compared
compared to MarchJune 31,30, 2025. The number
of metered
water customers in Pennsylvania remained consistent compared to MarchJune 30,
31, 2025. For the threesix months ended MarchJune 30,
31, 2026, approximately 2.04.3 billion gallons of water were distributed in our
Delaware systems and approximately 109.6221.2 million gallons of water were
distributed in our Maryland systems.
Artesian Wastewater and
TESI ownowns wastewater collection and treatment infrastructure and provide
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 MarchJune 31,30, 2026, the number
number of Delaware wastewater customers increased approximately 6.4%
6.6% compared to March 31,June
30, 2025.
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 MarchJune 31,30, 2026, the
the eligible customers enrolled in the WSLP Plan, the SSLP Plan and the ISLP Plan
Plan increased 5.4%,13.0%, 7.3% and 0.7%, respectively,collectively, compared to MarchJune 31,30, 2025. The Company also
maintains the ISLP Plan, in which the Company discontinued enrolling new
customers effective January 2026.
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. To2026.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 EPA plans to finalize
this rule in the Spring of 2026. The
Company has installed treatment for PFAS at several wellfields to date and plans
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.
Results of Operations – Analysis of the Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025.
Revenues totaled $27.8$30.7
million for the three months ended MarchJune 31,30, 2026, $1.9$2.1 million, or 7.3%,7.4%, more
than revenues for the three months ended MarchJune 31,30, 2025.
Water sales revenue increased
increased $1.5$1.3 million, or 7.3%,5.8%, for the three months ended MarchJune 31,30, 2026 from the
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 79.9%79.7% and 79.9%80.9% of our total
operating revenue for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025,
respectively, from the sale of water.
Other utility operating revenue
revenue increased approximately $0.2$0.6 million, or 6.2%,16.0%, for the three months
ended March 31,June
30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increase is
primarily 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 9.5%,10.2%, for the three months
ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This increase is2025, primarily due to an increase in SLP Plan revenue, primarilyresulting the result
offrom 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 and an increase in fees that
were placed into effect on January 1, 2026.Plans.
Operating
expenses, excluding depreciation and income taxes, increased $0.9$1.2 million, or 5.7%,7.6%, for the three
months ended MarchJune 31,30, 2026, compared to the same period in 2025.
Utility operating expenses increased $0.8$0.9 million, or 6.7%,7.4%, for the three
months ended MarchJune 31,30, 2026 compared to the same period in 2025. The increase in utility operating expenses primarily
consists of a $0.6$0.5 million increase in payroll and employee benefit costs, a
$0.2 million increase in supply and treatment costs, and a $0.1$0.2 million
increase in transmission,
distribution and collection system costs. The increase in utility operating expenses is
partially offset by a $0.1 million decrease in administrative costs.
The
ratio ofNon-utility operating expenses,expenses excludingincreased depreciation$0.3 andmillion, incomeor taxes,28.1%, for the
three months ended June 30, 2026 compared to total revenue
was 57.6% for the three months ended MarchJune 31,30,
2025, 2026,primarily compareddue to 58.5%an forincrease in plumbing repair costs associated with the
SLP three
months ended March 31, 2025.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.
Other income decreased $0.2$0.3 million, primarily due to a decrease
in patronage refunds on the Company’s lines of credit and loan volume and 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.
Our net income applicable
to common stock increased $0.5$0.3 million, or 9.2%.4.5%. Total operating revenues increased $1.9$2.1 million,
offset by a $1.2$1.4 million increase in total operating expenses, a $0.2 million
increase in interest charges, and a decrease
of $0.2$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.
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.
Our
primary sources of liquidity for the threesix
months ended MarchJune 31,30, 2026 were $8.6$18.8 million of cash provided by operating
activities, $10.0 million from the
issuance of long-term debt, and
$8.1$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.
One of our primary sources
of liquidity for the threesix months ended MarchJune 31,30, 2026 was $8.6$18.8 million provided
provided by cash flow from operating activities, compared to $11.0$18.9 million for
the three six
months ended MarchJune 31,30, 2025.
The decrease
in cash flows from operating activities is primarily from lower accounts
accounts receivable and accounts payable, partially offset by higher materialsaccrued expenses
and supplies,reserves, net income, and customer deposits and other, net income, deferred income taxes, and
accrued expenses.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,
conditions, particularly during the summer.
A
significant part of our ability to maintain and meet our financial objectives
objectives is to ensure that our investments in utility plant and equipment are recovered
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.
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 threesix months of 2026 were $13.1$25.9 million compared to
to $10.4$26.3 million during the same period in 2025. During the first threesix months of
2026, these
investments include installation of new mains, services and
hydrants, renewals
associated with the rehabilitation of aging infrastructure, upgrading and
replacing our meter reading equipment, installationrehabilitation of water treatment facilities, construction of new wastewater
treatment forceplants, mains,
upgrading existing pumping and treatment stations, including
PFAS treatment
upgrades, and constructionupgrading ofand newreplacing wastewaterour treatmentmeter plants,reading
equipment to better serve
our customers.
For the threesix months ended MarchJune
31,30, 2026, cash flows provided by financing activities were $8.7$16.7 million,
compared to $2.0$6.5 million for the threesix months ended MarchJune 31,30, 2025. Our primary sources of liquidity from
financing activities for the threesix months ended MarchJune 31,30, 2026 were $10.0$20.3 million
from the issuance of long-term debt and $8.1 million in net contributions and
advances from developers.developers and $10.0 million from the
issuance of long-term debt. The cash
flows flows
provided by financing activities increased due to higher issuance of long-term
debt and an increase in net contributions
and advances from
developers developers,and higher issuance of
long-term debt, partially offset by
an increase in repayments of
lines of creditcredit, and ahigher decreasedividend in overdraft payables.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.
At MarchJune 31,30, 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 MarchJune 31,30, 2026, there was $40 million of
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.
At MarchJune 31,30, 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, with up to $10
million of this line available for the operations of Artesian Water
Maryland.Maryland, and Artesian Wastewater. As of
June March 31,30, 2026, there
was $20 million of available funds under this line of
credit. In April 2026, the agreement for this line of
credit was amended to allow for the financing of operations by Artesian Water,
Artesian Water Maryland, and Artesian Wastewater Management, Inc., individually
or collectively, subject to the $20-million limit. 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.
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 MarchJune 31,30, 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 notenotes 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, inunder which CoBank will makemade a single loan to Artesian Water
Water Maryland in athe principal amount not to exceedof $10 million. Artesian Water Maryland agreesagreed 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 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 duepaid 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.
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 threesix months of 2026 that had a material impact on our financial condition, liquidity or results of operations.
ARTNA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 8 filings (1 insider, 10 trade dates, 21,000 shares, about $745.1K). Net open-market shares: -21,000 (purchases minus sales); net value about -$745.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | Taylor Dian C |
Open-market sale | 2,000 | $35.29 | $70.6K |
| 2026-09-16 | Taylor Dian C |
Open-market sale | 2,000 | $35.05 | $70.1K |
| 2026-09-16 | Emerson Courtney A |
Other | 750 | $35.07 | $26.3K |
| 2026-09-16 | Kelly Raymond T. |
Other | 750 | $35.07 | $26.3K |
| 2026-09-16 | Konstanski Daniel |
Other | 750 | $35.07 | $26.3K |
| 2026-09-16 | Anderson Pierre A |
Other | 750 | $35.07 | $26.3K |
| 2026-09-16 | Spacht David B |
Other | 750 | $35.07 | $26.3K |
| 2026-09-16 | Finch Jennifer Leigh |
Other | 750 | $35.07 | $26.3K |
| 2026-09-03 | Taylor Dian C |
Open-market sale | 1,876 | $36.11 | $67.7K |
| 2026-09-03 | Taylor Dian C |
Open-market sale | 2,000 | $36.11 | $72.2K |
| 2026-09-02 | Taylor Dian C |
Open-market sale | 1,124 | $36.00 | $40.5K |
| 2026-08-31 | Taylor Dian C |
Open-market sale | 2,000 | $35.50 | $71.0K |
| 2026-08-28 | Taylor Dian C |
Open-market sale | 2,000 | $35.50 | $71.0K |
| 2026-08-25 | Taylor Dian C |
Open-market sale | 2,000 | $35.68 | $71.4K |
| 2026-08-20 | Taylor Dian C |
Open-market sale | 2,000 | $35.30 | $70.6K |
| 2026-08-18 | Taylor Dian C |
Open-market sale | 2,000 | $35.00 | $70.0K |
| 2026-08-17 | Taylor Dian C |
Open-market sale | 2,000 | $35.01 | $70.0K |
| 2026-05-19 | Dinunzio Joseph A |
Inheritance | 193 | — | — |
| 2026-05-05 | Rossi Salvatore J Jr |
Other | 1,000 | $31.41 | $31.4K |
| 2026-05-05 | Houghton Michael |
Other | 1,000 | $31.41 | $31.4K |
| 2026-05-05 | Taylor Dian C |
Other | 1,000 | $31.41 | $31.4K |
| 2026-05-05 | Taylor Nicholle Renee |
Other | 1,000 | $31.41 | $31.4K |
| 2026-05-05 | Eisenbrey John R Jr |
Other | 1,000 | $31.41 | $31.4K |
Well-known investors holding ARTNA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 301,156 | $10.2M | 0.01% | Reduced 6% |
| Two Sigma Investments | 2026-06-30 | 183,038 | $6.2M | 0.0% | Added 9% |
| Millennium Management (Israel Englander) | 2026-06-30 | 40,948 | $1.4M | 0.0% | Reduced 51% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 20,536 | $698.0K | 0.0% | Reduced 8% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 8,690 | $276.8K | — | Sold out |