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

FORM 10-Q

(Mark One)

 

[x]

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

 
 

For the quarterly period ended June 30, 2003

 

or

 

[  ]

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

 
 

For the transition period from             to

 

Commission file number 0-18516

 

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

 

State or other jurisdiction of incorporation or organization:

Delaware

   

I.R.S. Employer Identification Number:

51-0002090

   

Address of principal executive officers:

664 Churchmans Road
Newark, Delaware 19702

   

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 Rule 12b-2 of the Exchange Act.

[  ]

Yes

[x]

No

As of June 30, 2003, 3,292,293 shares of Class A Non-Voting Common Stock and 587,680 shares of Class B Common Stock were outstanding.

 

 

ARTESIAN RESOURCES CORPORATION

INDEX TO FORM 10-Q

         

Part I

-

Financial Information:

   
         

Item 1

-

   Financial Statements

 

Page(s)

         
   

   Consolidated Balance Sheet

   
   

   June 30, 2003 and December 31, 2002

 

3

         
   

   Consolidated Statement of Income for the quarters ended

 

4

   

   June 30, 2003 and 2002

   
         
   

   Consolidated Statement of Income for

   
   

   the six months ended June 30, 2003 and 2002

 

5

         
   

   Consolidated Statement of Retained Earnings

   
   

   for the six months ended June 30, 2003 and 2002

 

6

         
   

   Consolidated Statement of Cash Flows for the

   
   

   six months ended June 30, 2003 and 2002

 

6- 7

         
   

   Notes to the Consolidated Financial Statements

 

8 - 11

         

Item 2

-

   Management's Discussion and Analysis of

   
   

   Financial Condition and Results of Operations

 

12-14

         

Item 3

-

   Quantitative and Qualitative Disclosures about Market Risk

 

14

         

Item 4

-

   Controls and Procedures

 

15

         

Part II

-

Other Information:

   
         

Item 1

-

   Legal Proceedings

 

15-16

         

Item 2

-

   Changes in Securities and Use of Proceeds

 

16

         

Item 3

-

   Defaults Upon Senior Securities

 

16

         

Item 4

-

   Submission of Matters to a Vote of Security Holders

 

16

         

Item 5

-

   Other Information

 

16

         

Item 6

-

   Exhibits and Reports on Form 8-K

 

17

     

Signatures

 

18

         

Index to Exhibits

 

19

         

 

PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS

ARTESIAN RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands)

(unaudited)

June 30, 2003

December 31, 2002

ASSETS

Utility plant, at original cost less accumulated depreciation

$

175,107 

$

167,338

Current assets

  Cash and cash equivalents

966 

874

  Accounts receivable, net

2,602 

2,743

  Receivable, other

  ----  

3,800

  Unbilled operating revenues

3,075 

2,718

  Materials and supplies-at cost on FIFO basis

751 

712

  Prepaid property taxes

---- 

651

  Prepaid expenses and other

         560 

          422

      7,954 

     11,920

Other assets

  Non-utility property (less accumulated depreciation 2003-$82; 2002-$76)

337 

308

  Other deferred assets

      1,276 

      1,069

      1,613 

      1,377

Regulatory assets, net

      2,430 

      2,437

$

187,104 

$

183,072

======

======

LIABILITIES AND STOCKHOLDERS' EQUITY

Stockholders' equity

  Common stock

$

   3,880 

$

   2,575

  Additional paid-in capital

40,711 

40,341

  Retained earnings

      7,265 

      8,260

    Total stockholders' equity

   51,856 

   51,176

Preferred stock-mandatorily redeemable,

    net of current portion

---- 

100

Long-term debt, net of current portion

   63,953 

   63,970

115,809 

115,246

Current liabilities

  Notes payable

3,844 

3,163

  Current portion of long-term debt

146 

421

  Current portion of mandatorily redeemable preferred stock

100 

100

  Accounts payable

4,005 

3,119

  Overdraft payable

1,503 

709

  Income taxes payable

163 

135

  Deferred income taxes

(311)

---- 

  Interest accrued

219 

569

  Customer deposits

419 

410

  Other

      1,287 

        905

    11,375 

     9,531

Deferred credits and other liabilities

  Net advances for construction

18,831 

19,457

  Postretirement benefit obligation

1,268 

1,298

  Deferred investment tax credits

858 

873

  Deferred income taxes

    9,515 

    8,024

30,472 

29,652

Commitments and contingencies

Net contributions in aid of construction

   29,448 

   28,643

$

187,104 

$

183,072

See notes to the consolidated financial statements.

======

======

 

 

ARTESIAN RESOURCES CORPORATION

CONSOLIDATED STATEMENT OF INCOME

Unaudited

(In thousands, except share and per share amounts)

             For the Quarter

             Ended June 30,

2003

2002

OPERATING REVENUES

   Water sales

$

9,094

$

8,447 

   Other utility operating revenue

223

154 

   Non-utility revenue

      136

        43 

   9,453

   8,644 

OPERATING EXPENSES

   Utility operating expenses

4,724

4,761 

   Related party expenses

44

44 

   Non-utility operating expenses

51

82 

   Depreciation and amortization

889

808 

   State and federal income taxes

847

666 

   Property and other taxes

      522

      427 

   7,077

   6,788 

OPERATING INCOME

2,376

1,856 

Allowance for funds used during construction

69

159 

Other income, net

          2

          5 

INCOME BEFORE INTEREST CHARGES

2,447

2,020 

INTEREST CHARGES

   1,228

   1,112 

NET INCOME

    1,219

     908 

PREFERRED DIVIDEND REQUIREMENT

           2

          10 

NET INCOME APPLICABLE TO COMMON STOCK

$

1,217

$

898 

========

======== 

INCOME PER COMMON SHARE:

   Basic

$

0.31

$

0.27*

========

======== 

   Diluted

$

0.31

$

0.26*

========

======== 

CASH DIVIDEND PER COMMON SHARE

$

0.1983

$

0.1933*

========

======== 

AVERAGE COMMON SHARES OUTSTANDING

   Basic

3,875,502

3,343,659*

========

======== 

   Diluted

3,976,073

3,430,286*

========

======== 

See notes to the consolidated financial statements.

*Restated for the stock split effective May 30, 2003.

 

 

ARTESIAN RESOURCES CORPORATION

CONSOLIDATED STATEMENT OF INCOME

Unaudited

(In thousands, except share and per share amounts)

              For the Six Months

               Ended June 30,

2003

2002  

OPERATING REVENUES

   Water sales

$

17,352

$

16,018 

   Other utility operating revenue

400

311 

   Non-utility revenue

      239

        59 

 17,991

 16,388 

OPERATING EXPENSES

   Utility operating expenses

9,463

9,302 

   Related party expenses

87

88 

   Non-utility operating expenses

99

99 

   Depreciation and amortization

1,736

1,620 

   State and federal income taxes

1,346

1,038 

   Property and other taxes

   1,019

      872 

 13,750

 13,019 

OPERATING INCOME

4,241

3,369 

Allowance for funds used during construction

102

283 

Other income, net

         31

         32 

INCOME BEFORE INTEREST CHARGES

4,374

3,684 

INTEREST CHARGES

    2,383

    2,228 

NET INCOME

1,991

1,456 

PREFERRED DIVIDEND REQUIREMENT AND

REDEMPTION PREMIUM

          66

          22 

NET INCOME APPLICABLE TO COMMON STOCK

$

1,925

$

1,434 

========

======== 

INCOME PER COMMON SHARE:

   Basic

$

0.50

$

0.45*

========

======== 

   Diluted

$

0.49

$

0.43*

========

======== 

CASH DIVIDEND PER COMMON SHARE

$

0.3968

$

0.3866*

========

======== 

AVERAGE COMMON SHARES OUTSTANDING

   Basic

3,870,803

3,209,934*

========

======== 

   Diluted

3,963,936

3,297,308*

========

======== 

See notes to the consolidated financial statements.

*Restated for the stock split effective May 30, 2003.

 

 

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

Unaudited

(In thousands)

               For the Six Months

               Ended June 30,

2003

2002

Balance, beginning of period

$

8,260

$

7,026

Net income

  1,991

  1,456

10,251

8,482

Less: Dividends

1,603

1,225

          Common stock-Repurchase

83

52

          Stock Split

  1,300

  -----  

Balance, end of period

$

7,265

$

7,205

=====

=====

See notes to the consolidated financial statements.

ARTESIAN RESOURCES CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

Unaudited

(In thousands)

                 For the Six Months

                 Ended June 30,

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME

$

1,991 

$

1,456 

Adjustments to reconcile net income to net cash

       provided by operating activities:

   Depreciation and amortization

1,733 

1,620 

   Deferred income taxes, net

1,165 

722 

   Allowance for funds used during construction

(102)

(283)

Changes in assets and liabilities:

   Accounts receivable

141 

343 

   Receivable, other

3,800 

----  

   Unbilled operating revenue

(357)

(813)

   Materials and supplies

(39)

(77)

   Accrued state and federal income taxes

28 

56 

   Prepaid property taxes

651 

589 

   Prepaid expenses and other

(138)

(151)

   Other deferred assets

(207)

   Regulatory assets

123 

   Postretirement benefit obligation

(30)

(31)

   Accounts payable

886 

(130)

   Interest accrued

(350)

(4)

   Customer deposits and other, net

      391 

       203 

NET CASH PROVIDED BY OPERATING ACTIVITIES

   9,570 

    3,630 

CASH FLOWS FROM INVESTING ACTIVITIES

   Capital expenditures (net of AFUDC)

(9,721)

(12,202)

   Investment in AquaStructure

-----  

     (73)

   Proceeds from sale of assets

          2 

      ----    

NET CASH USED IN INVESTING ACTIVITIES

(9,719)

(12,275)

CASH FLOW FROM FINANCING ACTIVITIES

   Net borrowings (repayments) under line of credit agreement

681 

(6,438)

   Overdraft payable

794 

10 

   Net advances and contributions in aid of construction

469 

1,035 

   Net proceeds from stock transactions

292 

15,606 

   Dividends

(1,603)

(1,225)

   Repayment of long-term debt

(292)

(624)

   Retirement of preferred stock

   (100)

   (100)

NET CASH PROVIDED BY FINANCING ACTIVITIES

     241 

  8,264 

NET INCREASE (DECREASE) IN CASH AND CASH

   EQUIVALENTS

92 

(381)

CASH AND CASH EQUIVALENTS AT BEGINNING OF

   PERIOD

      874 

  1,053 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

966 

$

672 

=====

=====

Supplemental Disclosures of Cash Flow Information:

   Interest paid

$

2,708 

$

2,200 

=====

=====

   Income taxes paid

$

150 

$

140 

=====

=====

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 two 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 June 30, 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 $18,900 and $19,200 for the three months ended June 30, 2003 and 2002, respectively and $18,700 and $21,600 for the six months ended June 30, 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 June 30,

For the Six Months Ended June 30,

2003

2002

2003

2002

In thousands, except per share data

               

Net income applicable to common stock

               

     As reported

$

1,217 

$

898 

$

1,925 

$

1,434 

     Add: compensation expense included      in net income (net of tax)

 


11 

 


12 

 


11 

 


13 

     Deduct: compensation expense using      fair value based method (net of tax)

 


(49)

 


(29)

 


(73)

 


(31)

     Pro-forma

$

1,179 

$

881 

$

1,863 

$

1,416 

Basic net income per common share

               

     As reported

$

.31 

$

.27 

$

.50 

$

.45 

     Pro-forma

$

.30 

$

.26 

$

.48 

$

.44 

Diluted net income per common share

               

     As reported

$

.31 

$

.26 

$

.49 

$

.43 

     Pro-forma

$

.30 

$

.26 

$

.47 

$

.43 

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 June 30, net of amortization, comprise:

June 30, 2003

December 31, 2002

(in thousands)

(in thousands)

Postretirement benefit obligation

$

1,268

$

1,298

Deferred income taxes recoverable in future rates

635

642

Expense of rate proceedings

  527

  497

$

2,430

$

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 the former partners of White Clay Realty who now own the property jointly as tenants in common. Certain of Artesian Resources' officers and directors (Dian C. Taylor and John R. Eisenbrey, Jr.) are a tenant in common or the beneficiary of a tenant in common. The current rental of $173,000 is below market rates. 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. The Superior Court ruled that since White Clay Realty has no general partner, the partnership is dissolved and all of t he former partners 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 was refunded to Artesian in June 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. 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

For the Six Months

Ended June 30,

Ended June 30,

2003

2002

2003

2002

(in thousands)

(in thousands)

White Clay Realty

$  44

$  44

$  87

$  88

====

====

====

====

 

 

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 the potentially dilutive effect of employee stock options. The following table summarizes the shares used in computing basic and diluted net income per share: