Table of Contents


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

FORM 10-Q

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

For the quarterly period ended June 30, 20202021

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 000-18516

Title of each classTrading Symbol (s)Name of each exchange on which registered

 
graphic
 

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

Delaware51-0002090
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(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

664 Churchmans Road, Newark, Delaware 19702
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Address of principal executive offices

(302) 453 – 6900
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Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common StockARTNAThe Nasdaq Stock Market


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.

YesNo 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YesNo 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.


Large Accelerated Filer
Accelerated Filer 
Non-AcceleratedNon-accelerated Filer ☑
Smaller Reporting Company
Emerging Growth Company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ).

YesNo 

As of August 5, 2020, 8,454,1533, 2021, 8,519,681 shares of Class A Non-Voting Common Stock and 881,442881,452 shares of Class B Common Stock were outstanding.






TABLE OF CONTENTS

ARTESIAN RESOURCES CORPORATION
FORM 10-Q

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      Part II
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   Signatures    


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PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS

ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)

ASSETS June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
Utility plant, at original cost (less accumulated depreciation 2020 - $ 143,051; and 2019 - $136,588) $544,575  $530,721 
Utility plant, at original cost (less accumulated depreciation 2021 - $ 153,894; and 2020 - $147,469)
 $577,126  $559,561 
Current assets                
Cash and cash equivalents  373   596   369   28 
Accounts receivable (less allowance for doubtful accounts 2020 - $601; 2019 - $264)  8,191   6,913 
Accounts receivable (less allowance for doubtful accounts 2021 - $591; 2020 - $862)
  9,728   10,162 
Income tax receivable     19   70   629 
Unbilled operating revenues  1,759   1,211   1,765   1,166 
Materials and supplies  1,518   1,264   1,467   1,535 
Prepaid property taxes  2   1,954   0   1,891 
Prepaid expenses and other  2,657   2,250   2,962   2,208 
Total current assets  14,500   14,207   16,361   17,619 
Other assets                
Non-utility property (less accumulated depreciation - 2020 - $828; 2019 - $790)  3,774   3,812 
Non-utility property (less accumulated depreciation - 2021 - $902; 2020 - $865)
  3,759   3,796 
Other deferred assets  5,884   4,257   5,759   5,309 
Operating lease right of use assets  469   480   450   460 
Total other assets  10,127   8,549   9,968   9,565 
Regulatory assets, net  6,697   6,891   6,516   6,473 
Total Assets $575,899  $560,368  $609,971  $593,218 
                
LIABILITIES AND STOCKHOLDERS' EQUITY                
Stockholders' equity                
Common stock $9,333  $9,292  $9,400  $9,357 
Preferred stock        0   0 
Additional paid-in capital  102,746   101,811   104,453   103,463 
Retained earnings  50,831   49,165   58,007   56,606 
Total stockholders' equity  162,910   160,268   171,860   169,426 
Long-term debt, net of current portion  143,183   144,156   143,286   142,333 
  306,093   304,424   315,146   311,759 
Current liabilities                
Lines of credit  14,735   7,500   25,693   26,813 
Current portion of long-term debt  1,799   1,706   1,618   1,757 
Accounts payable  4,853   8,176   6,991   6,341 
Accrued expenses  3,003   3,113   5,160   4,283 
Dividends payable  2,330      2,454   0 
Overdraft payable  197   15   508   105 
Accrued interest  908   830   905   930 
Income taxes payable  4,840   343   2,390   28 
Customer and other deposits  2,011   1,970   2,335   2,064 
Other  1,797   1,946   1,695   1,403 
Total current liabilities  36,473   25,599   49,749   43,724 
                
Commitments and contingencies        0   0 
                
Deferred credits and other liabilities                
Net advances for construction  5,058   5,421   4,277   4,578 
Operating lease liabilities  440   450   427   432 
Regulatory liabilities  21,969   22,246   21,411   21,681 
Deferred investment tax credits  482   490   464   473 
Deferred income taxes  50,501   52,259   47,249   50,313 
Total deferred credits and other liabilities  78,450   80,866   73,828   77,477 
                
Net contributions in aid of construction  154,883   149,479   171,248   160,258 
Total Liabilities and Stockholders’ Equity $575,899  $560,368  $609,971  $593,218 
See notes to the condensed consolidated financial statements.

3



ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands, except per share amounts)

 For the Three Months Ended June 30,  For the Six Months Ended June30,  For the Three Months Ended June 30,  For the Six Months Ended June 30, 
            
 2020  2019  2020  2019  2021  2020  2021  2020 
Operating revenues                        
Water sales $19,423  $18,192  $36,816  $35,125  $20,078  $19,423  $37,908  $36,816 
Other utility operating revenue  1,084   1,150   2,336   2,270   1,107   1,084   2,574   2,336 
Non-utility operating revenue  1,245   1,310   2,501   2,642   1,377   1,245   2,815   2,501 
Total Operating Revenues  21,752   20,652   41,653   40,037   22,562   21,752   43,297   41,653 
                                
Operating expenses                                
Utility operating expenses  9,359   9,249   18,593   18,370   9,754   9,359   19,350   18,593 
Non-utility operating expenses  733   779   1,462   1,546   862   733   1,777   1,462 
Depreciation and amortization  2,693   2,724   5,445   5,438   2,976   2,693   5,988   5,445 
State and federal income taxes  1,537   1,325   2,896   2,504   1,542   1,537   2,893   2,896 
Property and other taxes  1,306   1,255   2,672   2,575   1,341   1,306   2,761   2,672 
Total Operating Expenses  15,628   15,332   31,068   30,433   16,475   15,628   32,769   31,068 
                                
Operating income  6,124   5,320   10,585   9,604   6,087   6,124   10,528   10,585 
                                
Other income, net                                
Allowance for funds used during construction (AFUDC) construction (AFUDC)  338   266   762   492 
Allowance for funds used during construction (AFUDC)  371   338   615   762 
Miscellaneous (expense) income  (13)  (58)  1,075   742   (59)  (13)  1,343   1,075 
                                
Income before interest charges  6,449   5,528   12,422   10,838   6,399   6,449   12,486   12,422 
                                
Interest charges  1,883   1,750   3,782   3,470   1,894   1,883   3,775   3,782 
                                
Net income applicable to common stock $4,566  $3,778  $8,640  $7,368  $4,505  $4,566  $8,711  $8,640 
                                
Income per common share:                                
Basic $0.49  $0.41  $0.93  $0.80  $0.48  $0.49  $0.93  $0.93 
Diluted $0.49  $0.41  $0.92  $0.79  $0.48  $0.49  $0.93  $0.92 
                                
Weighted average common shares outstanding:                                
Basic  9,326   9,276   9,311   9,267   9,395   9,326   9,381   9,311 
Diluted  9,367   9,324   9,357   9,319   9,425   9,367   9,416   9,357 
                                
Cash dividends per share of common stock $0.2496  $0.2459  $0.4992  $0.4882  $0.2610  $0.2496  $0.5181  $0.4992 

See notes to the condensed consolidated financial statements.

4



ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(In thousands)

       
For the Six Months
Ended June 30,
 
 2020  2019  2021  2020 
CASH FLOWS FROM OPERATING ACTIVITIES            
Net income $8,640  $7,368  $8,711  $8,640 
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization  5,445   5,438   5,988   5,445 
Deferred income taxes, net  (1,766)  (1,690)  (3,073)  (1,766)
Stock compensation  90   90   92   90 
AFUDC, equity portion  (508)  (311)  (415)  (508)
                
Changes in assets and liabilities:                
Accounts receivable, net of allowance for doubtful accounts  (1,278)  3,604   434   (1,278)
Income tax receivable  19   574   559   19 
Unbilled operating revenues  (548)  (335)  (599)  (548)
Materials and supplies  (254)  159   68   (254)
Prepaid property taxes  1,952   1,867   1,891   1,952 
Prepaid expenses and other  (407)  (572)  (754)  (407)
Other deferred assets  (425)  (373)  (467)  (425)
Regulatory assets  165   189   (71)  165 
Regulatory liabilities  (323)  (258)  (297)  (323)
Income tax payable  4,497   899   2,362   4,497 
Accounts payable  (3,323)  (3,775)  650   (3,323)
Accrued expenses  (110)  (1,404)  877   (110)
Accrued interest  78   1,023   (25)  78 
Revenue reserved for refund     (3,298)
Customer deposits and other  (107)  (267)
Deposits and other  567   (107)
NET CASH PROVIDED BY OPERATING ACTIVITIES  11,837   8,928   16,498   11,837 
                
CASH FLOWS FROM INVESTING ACTIVITIES                
Capital expenditures (net of AFUDC, equity portion)  (16,952)  (18,109)  (22,140)  (16,952)
Investment in acquisitions  (3,632)     0   (3,632)
Proceeds from sale of assets  34   36   15   34 
NET CASH USED IN INVESTING ACTIVITIES  (20,550)  (18,073)  (22,125)  (20,550)
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Net borrowings under lines of credit agreements  7,235   9,757 
Net (repayments) borrowings under lines of credit agreements  (1,120)  7,235 
Increase in overdraft payable  182   661   403   182 
Net advances and contributions in aid of construction  5,711   3,314   9,786   5,711 
Net proceeds from issuance of common stock  886   598   941   886 
Issuance of long-term debt  1,720   0 
Dividends paid  (4,644)  (4,522)  (4,856)  (4,644)
Principal repayments of long-term debt  (880)  (771)  (906)  (880)
NET CASH PROVIDED BY FINANCING ACTIVITIES  
8,490
   9,037   
5,968
   8,490 
                
NET DECREASE IN CASH AND CASH EQUIVALENTS  (223)  (108)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  341   (223)
                
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR  596   293   28   596 
                
CASH AND CASH EQUIVALENTS AT END OF PERIOD $373  $185  $369  $373 
                
Non-cash Investing and Financing Activity:                
Utility plant received as construction advances and contributions $619  $1,595  $2,334  $619 
Dividends declared but not paid  2,330   2,282   2,454   2,330 
                
Supplemental Disclosures of Cash Flow Information:                
Interest paid $3,704  $2,447  $3,800  $3,704 
Income taxes paid $360  $2,940  $3,248  $360 
                
Preliminary purchase price of allocation of investment in acquisitions:        
Purchase price of allocation of investment in acquisitions:        
Utility plant $2,412  $  $0  $3,009 
Other deferred assets/goodwill  1,220,000      0   623 
Total investment in acquisitions $3,632,000  $  $0  $3,632 

See notes to the condensed consolidated financial statements.
5




ARTESIAN RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Unaudited
(In thousands)

 
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
  
Common Shares Outstanding Class B Voting (2)
  $1 Par Value Class A Non-Voting  $1 Par Value Class B Voting  Additional Paid-in Capital  Retained Earnings  Total  
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
  
Common Shares Outstanding Class B Voting (2)
  $1 Par Value Class A Non-Voting  $1 Par Value Class B Voting  Additional Paid-in Capital  Retained Earnings  Total 
                                          
Balance as of December 31, 2018  8,368   882  $8,368  $882  $100,639  $43,362  $153,251 
Balance as of December 31, 2019  8,410   882  $8,410  $882  $101,811  $49,165  $160,268 
Net income                 3,590   3,590         0   0   0   4,074   4,074 
Cash dividends declared                                                        
Common stock                 (2,241)  (2,241)        0   0   0   (2,319)  (2,319)
Issuance of common stock                                                        
Dividend reinvestment plan  2      2      85      87   3   0   3   0   105   0   108 
Employee stock options and awards(4)
  14      14      263      277   5   0   5   0   129   0   134 
Employee Retirement Plan(3)
  2      2      76      78   2   0   2   0   87   0   89 
Balance as of March 31, 2019  8,386   882   8,386   882   101,063   44,711   155,042 
Balance as of March 31, 2020  8,420   882  $8,420  $882  $102,132  $50,920  $162,354 
Net income                 3,778   3,778         0   0   0   4,566   4,566 
Cash dividends declared                                                        
Common stock                 (4,563)  (4,563)        0   0   0   (4,655)  (4,655)
Issuance of common stock                                                        
Dividend reinvestment plan  3      3      87      90   3   0   3   0   87   0   90 
Employee stock options and awards(4)
  5      5      38      43   24   0   24   0   399   0   423 
Employee Retirement Plan(3)
  3      3      110      113   4   0   4   0   128   0   132 
Balance as of June 30, 2019  8,397   882   8,397   882   101,298   43,926   154,503 
Balance as of June 30, 2020  8,451   882  $8,451  $882  $102,746  $50,831  $162,910 

 
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
  
Common Shares Outstanding Class B Voting (2)
  $1 Par Value Class A Non-Voting  $1 Par Value Class B Voting  Additional Paid-in Capital  Retained Earnings  Total  
Common Shares Outstanding Class A Non-Voting (1) (3) (4)
  
Common Shares Outstanding Class B Voting (2)
  $1 Par Value Class A Non-Voting  $1 Par Value Class B Voting  Additional Paid-in Capital  Retained Earnings  Total 
                                          
Balance as of December 31, 2019  8,410   882  $8,410  $882  $101,811  $49,165  $160,268 
Balance as of December 31, 2020  8,475   882  $8,475  $882  $103,463  $56,606  $169,426 
Net income                 4,074   4,074         0   0   0   4,206   4,206 
Cash dividends declared                                                        
Common stock                 (2,319)  (2,319)        0   0   0   (2,406)  (2,406)
Issuance of common stock                                                        
Dividend reinvestment plan  3      3      105      108   3   0   3   0   95   0   98 
Employee stock options and awards(4)
  5      5      129      134   22   0   22   0   438   0   460 
Employee Retirement Plan(3)
  2      2      87      89   2   0   2   0   84   0   86 
Balance as of March 31, 2020  8,420   882   8,420   882   102,132   50,920   162,354 
Balance as of March 31, 2021  8,502   882  $8,502  $882  $104,080  $58,406  $171,870 
Net income                 4,566   4,566         0   0   0   4,505   4,505 
Cash dividends declared                                                        
Common stock                 (4,655)  (4,655)        0   0   0   (4,904)  (4,904)
Issuance of common stock                                                        
Dividend reinvestment plan  3      3      87      90   2   0   2   0   103   0   105 
Employee stock options and awards(4)
  24      24      399      423   11   0   11   0   165   0   176 
Employee Retirement Plan(3)
  4      4      128      132   3   0   3   0   105   0   108 
Balance as of June 30, 2020  8,451   882   8,451   882   102,746   50,831   162,910 
Balance as of June 30, 2021  8,518   882  $8,518  $882  $104,453  $58,007  $171,860 

(1)At June 30, 20202021 and June 30, 2019,2020, Class A Common Stock had 15,000,000 shares authorized.  For the same periods, shares issued, inclusive of treasury shares, were 8,451,9178,548,106 and 8,426,291,8,449,292, respectively.
(2)At June 30, 20202021 and June 30, 2019,2020, Class B Common Stock had 1,040,000 shares authorized and 881,452 shares issued.
(3)Artesian Resources Corporation registered 500,000 shares of Class A Common Stock available for purchase through the Artesian Retirement Plan and the Artesian Supplemental Retirement Plan.
(4)Under the Equity Compensation Plan, effective December 9, 2015, or the 2015 Plan, Artesian Resources Corporation authorized up to 331,500 shares of Class A Common Stock for issuance of grants in the form of stock options, stock units, dividend equivalents and other stock-based awards, subject to adjustment in certain circumstances as discussed in the 2015 Plan. Includes stock compensation expense for June 30, 2020,2021, and June 30, 2019,2020, see Note 5-Stock Compensation Plans.

See notes to the condensed consolidated financial statements

6




NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – GENERAL

Artesian Resources Corporation, or Artesian Resources, includes income from the earnings of our 8 wholly owned subsidiaries. The terms "we", "our", "Artesian" and the "Company" as used herein refer to Artesian Resources and its subsidiaries.

DELAWARE REGULATED SUBSIDIARIES

Artesian Water Company, Inc., or 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.  Artesian Water distributes and sells water to residential, commercial, industrial, governmental, municipal and utility customers throughout the State of Delaware.  In addition, Artesian Water provides services to other water utilities, including operations and billing functions, and has contract operation agreements with private and municipal water providers.  Artesian Water also provides water for public and private fire protection to customers in our service territories.

Artesian Wastewater Management, Inc., or Artesian Wastewater, is a regulated entity that owns wastewater collection and treatment infrastructure and provides wastewater services to customers in Delaware as a regulated public wastewater service company.  Artesian Wastewater owns and operates 4 wastewater treatment facilities, which are permitted to treat approximately 500,000 gallons per day.  Artesian Wastewater and Sussex County, a political subdivision of Delaware, provide reciprocal services to address the periodic need of each for additional wastewater treatment and disposal capacity in certain service areas within Sussex County. There are numerous locations in Sussex County where Artesian Wastewater’s and Sussex County’s facilities are capable of being connected or integrated to allow for the movement and disposal of wastewater generated by 1 or the other’s system in a manner that most efficiently and cost effectively manages wastewater transmission, treatment and disposal.  Artesian Wastewater received an operations permit in March 2020 for a disposal facility that includes a 90 million gallon storage lagoon and spray irrigation to agricultural land.  This facility will be used to provide treated process wastewater disposal services for an industrial customer at a rate of approximately 1.5 million gallons per day. We anticipate to bebegan operating this facility in late June 2021, shortly after the third quarter of 2020, pending Allen Harim's receipt of their operationsindustrial customer received its process wastewater treatment operating permit.

MARYLAND REGULATED SUBSIDIARIES

Artesian Water Maryland, Inc., or Artesian Water Maryland, began operations in August 2007. Artesian Water Maryland distributes and sells water to residential, commercial, industrial and municipal customers in Cecil County, Maryland.

Artesian Wastewater Maryland, Inc., or Artesian Wastewater Maryland, was incorporated on June 3, 2008 and is able to provide regulated wastewater services to customers in the State of Maryland.  It is currently not providing these services in Maryland.

PENNSYLVANIA REGULATED SUBSIDIARY

Artesian Water Pennsylvania, Inc., or Artesian Water Pennsylvania, began operations in 2002.  It provides water service to a residential community in Chester County, Pennsylvania.

OTHER SUBSIDIARIES

Our 3 other subsidiaries, none of which are regulated, are Artesian Utility Development, Inc., or Artesian Utility, Artesian Development Corporation, or Artesian Development, and Artesian Storm Water Services, Inc., or Artesian Storm Water.

Artesian Utility was formed in 1996 and designs and builds water and wastewater infrastructure and provides contract water and wastewater operation services on the Delmarva Peninsula to private, municipal and governmental institutions.  Artesian Utility also evaluates land parcels, provides recommendations to developers on the size of water or wastewater facilities and the type of technology that should be used for treatment at such facilities, and operates water and wastewater facilities in Delaware for municipal and governmental organizations.agencies.  Artesian Utility also contracts with developers and government agencies for design and construction of wastewater facilitiesinfrastructure within the Delmarva Peninsula, using a number of different technologies for treatment of wastewater at each facility.Peninsula.  In addition, as further discussed below, Artesian Utility operates the Water Service Line Protection Plan, or WSLP Plan, the Sewer Service Line Protection Plan, or SSLP Plan, and the Internal Service Line Protection Plan, or ISLP Plan.
7


Artesian Utility currently operates wastewater treatment facilities for the town of Middletown, in southern New Castle County, Delaware, or Middletown, under a 20-year contract that expires in July 2039.  The Company has been operating these facilities, which currently include 2 wastewater treatment stations with a combined capacity of up to approximately 2.8 million gallons per day, or mgd, and the related wastewater disposal facilities, since 1998.  The wastewater treatment facilities in Middletown provide reclaimed wastewater for use in spray irrigation on public and agricultural lands in the area.

Artesian Utility also offers 3 protection plans to customers, the WSLP Plan, the SSLP Plan, and the ISLP Plan. The WSLP Plan covers all parts, material and labor required to repair or replace participating customers' leaking water service lines up to an annual limit. The SSLP Plan covers all parts, material and labor required to repair or replace participating customers' leaking or clogged sewer lines up to an annual limit.  The ISLP Plan enhances available coverage to include water and wastewater lines within customers' residences.

Artesian Development is a real estate holding company that owns properties, including land approved for office buildings, a water treatment plant and wastewater facility, as well as property for current operations, including an office facility in Sussex County, Delaware.  The facility consists of approximately 10,000 square feet of office space along with nearly 10,000 square feet of warehouse space.

Artesian Storm Water, incorporated on January 17, 2017, was formed to provide design, installation, maintenance and repair services related to existing or proposed storm water management systems in Delaware and the surrounding areas.  The ability to offer storm water services will complement the primary water and wastewater services that we provide.
8



NOTE 2 – BASIS OF PRESENTATION

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for Form 10-Q.  Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.  Accordingly, these condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes in the Company's annual report on Form 10-K for fiscal year 20192020 as filed with the SEC on March 13, 2020.12, 2021.

The condensed consolidated financial statements include the accounts of Artesian Resources Corporation and its wholly owned subsidiaries, including its principal operating company, Artesian Water.  In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments (unless otherwise noted) necessary to present fairly the Company's balance sheet position as of June 30, 2020,2021, the results of its operations for the three and six months periods ended June 30, 20202021 and June 30, 2019,2020, its cash flows for the six month periods ended June 30, 20202021 and June 30, 20192020 and the changes in stockholders’ equity for the three and six months periods ended June 30, 20202021 and June 30, 2019.2020.  The December 31, 20192020 Condensed Consolidated Balance Sheet was derived from the Company’s December 31, 20192020 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements.

The results of operations for the interim periods presented are not necessarily indicative of the results for the full year or for future periods.

Use of Estimates

Management makes certain estimates and assumptions regarding each lease agreement, renewal and amendment, including, but not limited to, discount rates and probable term, which can impact the escalations in payment that are taken into consideration when calculating the straight line basis. The amount of rent expense and income reported could vary if different estimates and assumptions are used.  Management also makes certain estimates and assumptions regarding the fair value of the leased property at lease commencement and the separation of lease and nonlease components.


The ultimate impact from the coronavirus pandemic, or COVID-19, on the Company’s operations and financial results during 2020 will depend on, among other things, the severity and scope of the pandemic and the timing of when governmental restrictions and executive orders will ease.  We are not able to fully quantify the impact that these factors will have on our financial results during 2020 and beyond.  Management has made certain estimates and assumptions regarding credit losses and reserves for bad debt related to the executive orders issued by state government agencies requiringin 2020 that required utility companies to temporarily prohibit late fees and service disconnections for non-payment.  Management will continue to review these estimates and assumptions for credit losses and reserve for bad debt, and will make adjustments as applicable.

Reclassification

Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements.  These reclassifications had no effect on net income or stockholders' equity.

9



NOTE 3 – REVENUE RECOGNITION

Background

Artesian’s operating revenues are primarily attributable to contract services based upon tariff rates approved by the Delaware Public Service Commission, or DEPSC, the Maryland Public Service Commission, or MDPSC, and the Pennsylvania Public Utility Commission, or PAPUC.  Tariff contract service revenues consist of water consumption, industrial wastewater services, fixed fees for water and wastewater services including customer and fire protection fees, service charges and Distribution System Improvement Charges, or DSIC, billed to customers at rates outlined in our tariffs that represent stand-alone selling prices.  Our non-tariff contract revenues consist of Service Line Protection Plan, or SLP Plan, fees, water and wastewater contract operations, design and installation contract services, and wastewater inspection fees.  Other operating revenue primarily consists of developer guarantee contributions for wastewater and rental income for antenna contracts.

Tariff Contract Revenues

Artesian generates revenue from the sale of water to customers in Delaware, Cecil County, Maryland, and Southern Chester County, Pennsylvania once a customer requests service in our territory.  We recognize water consumption revenue at tariff rates on a cycle basis for the volume of water transferred to customers based upon meter readings for actual gallons of water consumed as well as unbilled amounts for estimated usage from the date of the last meter reading to the end of the accounting period.  As actual usage amounts are known based on recurring meter readings, adjustments are made to the unbilled estimates in the next billing cycle based on the actual results.  Estimates are made on an individual customer basis, based on one of three methods: the previous year’s consumption in the same period, the previous billing period’s consumption, or averaging. While actual usage for individual customers may differ materially from the estimate based on management judgementsjudgments described above, we believe the overall total estimate of consumption and revenue for the fiscal period will not differ materially from actual billed consumption.  The majority of our water customers are billed for water consumed on a monthly basis, while the remaining customers are billed on a quarterly basis.  As a result, we record unbilled operating revenue (contract asset) for any estimated usage through the end of the accounting period that will be billed in the next monthly or quarterly billing cycle.

Artesian generates revenue from industrial wastewater services provided to a customer in Sussex County, Delaware.  We recognize industrial wastewater service revenue at a contract rate on a monthly basis for the volume of wastewater transferred to Artesian’s wastewater facilities based upon meter readings for actual gallons of wastewater transferred.  These services are invoiced at the end of every month based on the actual meter readings for that month, and therefore there is no contract asset or liability associated with this revenue.  The contract also provides for a minimum required volume of wastewater flow to our facility.  At each year end, any shortfall of the actual volume from the required minimum volume is billed to the industrial customer and recorded as revenue.  Additionally, if during the course of the year it is probable that the actual volume will not meet the minimum required volume, estimated revenue amounts would be recorded for the pro rata minimum volume, constrained for potential flow capacity that could occur in the remainder of the year.  Pursuant to a settlement agreement, for the calendar year 2021 only, the minimum required volume will be prorated on a seven month basis beginning June 1, 2021 and ending December 31, 2021.
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Artesian generates fixed fee revenue for water and wastewater services provided to customers once a customer requests service in our territory.  Our wastewater territory is located in Sussex County, Delaware.  We recognize revenue from these services on a ratable basis over time as the customer simultaneously receives and consumes all the benefits of the Company remaining ready to provide them water and wastewater service.  These contract services are billed in advance at tariff rates on a monthly, quarterly or semi-annual basis.  As a result, we record deferred revenue (contract liability) and accounts receivable for any amounts for which we have a right to invoice but for which services have not been provided.  This deferred revenue is netted with unbilled operating revenue on the Condensed Consolidated Balance Sheet.

Artesian generates service charges primarily from non-payment fees, such as water shut off and reconnection fees and finance charges.  These fees are billed and recognized as revenue at the point in time when our tariffs indicate the Company has the right to payment such as days past due have been reached or shut-offs and reconnections have been performed.  There is no contract asset or liability associated with these fees.
9


Artesian generates revenue from DSIC, which are surcharges applied to water customer tariff rates in Delaware related to specific types of water distribution system improvements.  This rate is calculated on a semi-annual basis based on an approved projected revenue requirement over the following six-month period.  This rate is adjusted up or down at the next DSIC filing to account for any differences between actual earned revenue and the projected revenue requirement.  Since DSIC revenue is a surcharge applied to tariff rates, we recognize DSIC revenue based on the same guidelines as noted above depending on whether the surcharge was applied to consumption revenue or fixed fee revenue.

The DEPSC required Delaware utilities to determine the impact that the Tax Cuts and Jobs Act, or TCJA, had on its customers and potential rate relief due to customers.  The reduction in corporate income tax expense resulting from the TCJA was passed through to customers in the form of reduced tariff rates as approved by the DEPSC on January 31, 2019.  Approximately $3.8 million was refunded to customers during the second quarter of 2019.  This amount was previously held in reserve (refund liability) and was not reflected in income.

Accounts receivable related to tariff contract revenues are typically due within 25 days of invoicing.  An allowance for doubtful accounts is calculated as a percentage of total associated revenues based upon historical trends and adjusted for current conditions.  We mitigate our exposure to credit losses by discontinuing services in the event of non-payment; accordingly, the related allowance for doubtful accounts and associated bad debt expense has not been significant.  However, due to the COVID-19 pandemic causing hardships for many utility customers, in March 2020, state government agencies issued executive orders requiring utility companies to take a number of steps to support their customers and communities, including prohibiting service disconnections for non-payment and prohibiting late fees.  In July 2020, the State of Delaware lifted its executive orders placing a moratorium on service disconnections for non-payment, with a provision requiring utilities to offer payment arrangements extending at least four months to customers.  After properly notifying customers, Artesian reinstated its late fee process in September 2020 and began administering service disconnections in October 2020 for its Delaware customers.  The State of Maryland and the Commonwealth of Pennsylvania lifted their executive orders placing moratoriums on service disconnections for non-payment effective November 2020.  The State of Maryland requires utilities to offer payment arrangements extending twelve months.  The Company anticipates aexperienced longer receivable cyclecycles throughout 2020 and the need for increased reserves for bad debt compared to 2019.  Effective June 30, 2020made an adjustment was made to increase the reserve for bad debt $0.5 million in 2020.  During the amount ofthree months ended June 30, 2021, we made an adjustment to reduce the reserve by $0.3 million.  The DEPSC and MDPSC issued orders authorizing utilities deferred regulatory treatment for incremental costs related to COVID-19.

As of June 30, 2020, we have not recorded a deferred regulatory asset for incremental costs related to COVID-19, butWe will continue to evaluatemonitor factors that affect the on-going impactreserve for bad debt.
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Non-tariff Contract Revenues

Artesian generates SLP Plan revenue once a customer requests service to cover all parts, materials and labor required to repair or replace leaking water service lines, leaking or clogged sewer lines, or water and wastewater lines within the customer's residences,customer’s residence, up to an annual limit.  We recognize revenue from these services on a ratable basis over time as the customer simultaneously receives and consumes all the benefits of having service line protection services.  These contract services are billed in advance on a monthly or quarterly basis.  As a result, we record deferred revenue (contract liability) and accounts receivable for any amounts for which we have a right to invoice but for which services have not been provided.  Accounts receivable from SLP Plan customers are typically due within 25 days of invoicing.  An allowance for doubtful accounts is calculated as a percentage of total SLP Plan contract revenue.  We mitigate our exposure to credit losses by discontinuing services in the event of non-payment; accordingly, the related allowance for doubtful accounts and associated bad debt expense has not been significant.

Artesian generates contract operation revenue from water and wastewater operation services provided to customers.  We recognize revenue from these operation contracts, which consist primarily of monthly operation and maintenance services over time as customers receive and consume the benefits of such services performed. These services are invoiced in advance at the beginning of every month and are typically due within 30 days, and therefore there is no contract asset or liability associated with these revenues.  An allowance for doubtful accounts is provided based on a periodic analysis of individual account balances, including an evaluation of days outstanding, payment history, recent payment trends, and our assessment of our customers’ creditworthiness.  The related allowance for doubtful accounts and associated bad debt expense has not been significant.

Artesian generates design and installation revenue for services related to the design and construction of wastewater infrastructure for a state agency under contract.  We recognize revenue from these services over time as services are performed using the percentage-of-completion method based on an input method of incurred costs (cost-to-cost).  These services are invoiced at the end of every month based on incurred costs to date.  As of June 30, 2021, there is no associated contract asset or liability.  There is no allowance for doubtful accounts or bad debt expense associated with this revenue.

Artesian generates inspection fee revenue for inspection services related to onsite wastewater collection systems installed by developers of new communities.  These fees are paid by developers in advance when a service is requested for a new phase of a development.  Inspection fee revenue is recognized on a per lot basis once the inspection of the infrastructure that serves each lot is completed.  As a result, we record deferred revenue (contract liability) for any amounts related to infrastructure not yet inspected.  There are no accounts receivable, allowance for doubtful accounts or bad debt expense associated with inspection fee contracts.
1012


Sales Tax

The majority of Artesian’s revenues are earned within the State of Delaware, where there is no sales tax.  Revenues earned in the State of Maryland and the Commonwealth of Pennsylvania are related primarily to the sale of water by a public water utility and are exempt from sales tax.  Therefore, no sales tax is collected on revenues.

Disaggregated Revenues

The following table shows the Company’s revenues disaggregated by service type; all revenues are generated within a similar geographical location:

(in thousands) Three months ended June 30, 2020  Three months ended June 30, 2019  Six months ended June 30, 2020  Six months ended June 30, 2019  Three months ended June 30, 2021  Three months ended June 30, 2020  Six months ended June 30, 2021  Six months ended June 30, 2020 
Tariff Revenue                        
Consumption charges $12,182  $11,505  $22,342  $21,476  $12,660  $12,182  $23,078  $22,342 
Fixed fees  6,657   6,349   13,394   12,997   6,872   6,657   13,871   13,394 
Service charges  15   156   162   333   119   15   320   162 
DSIC  1,267   908   2,418   1,795   1,316   1,267   2,488   2,418 
Industrial wastewater services  7   3   15   3   (384)  7   (379)  15 
Total Tariff Revenue $20,128  $18,921  $38,331  $36,604  $20,583  $20,128  $39,378  $38,331 
                                
Non-Tariff Revenue                                
Service line protection plans $1,079  $1,028  $2,167  $2,079  $1,134  $1,079  $2,230  $2,167 
Contract operations  213   328   429   656   217   213   447   429 
Design and installation  62   0   212   0 
Inspection fees  8   64   110   86   52   8   136   110 
Total Non-Tariff Revenue $1,300  $1,420  $2,706  $2,821  $1,465  $1,300  $3,025  $2,706 
                                
Other Operating Revenue
not in scope of ASC 606
 $324  $311  $616  $612  $514  $324  $894  $616 
                                
Total Operating Revenue $21,752  $20,652  $41,653  $40,037  $22,562  $21,752  $43,297  $41,653 

Contract Assets and Contract Liabilities

Our contract assets and liabilities consist of the following:

(in thousands) June 30, 2020  
December 31, 2019
  June 30, 2021  
December 31, 2020
 
            
Contract Assets – Tariff
 $2,731  $2,146  $2,801  $2,175 
                
Deferred Revenue                
Deferred Revenue – Tariff $1,104  $1,050  $1,193  $1,150 
Deferred Revenue – Non-Tariff  244   251   379   300 
Total Deferred Revenue $1,348  $1,301  $1,572  $1,450 
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For the six months ended June 30, 2020,2021, the Company recognized revenue of $1.0$1.2 million from amounts that were included in Deferred Revenue – Tariff at the beginning of the year and revenue of $0.2$0.3 million from amounts that were included in Deferred Revenue – Non- Tariff at the beginning of the year.

The increases (decreases) of Accounts Receivable, Contract Assets and Deferred Revenue were primarily due to normal timing differences between our performance and customer payments.

Remaining Performance Obligations

As of June 30, 20202021 and December 31, 2019,2020, Deferred Revenue – Tariff is recorded net of contract assets within Unbilled operating revenues and represents our remaining performance obligations for our fixed fee water and wastewater services, all of which are expected to be satisfied and associated revenue recognized in the next three months.

As of June 30, 20202021 and December 31, 2019,2020, Deferred Revenue – Non-Tariff is recorded within Other current liabilities and represents our remaining performance obligations for our SLP Plan services and wastewater inspections, which are expected to be satisfied and associated revenue recognized within the next three months and one year for the SLP Plan revenue and inspection fee revenue, respectively.

1114



NOTE 4 – LEASES

The Company leases land and office equipment under operating leases from non-related parties.  Our leases have remaining lease terms of 21 years to 7775 years, some of which include options to automatically extend the leases for up to 66 years.  Payments made under operating leases are recognized in the condensed consolidated statement of operations on a straight-line basis over the period of the lease.  The annual lease payments for the land operating leases increase each year either by the most recent increase in the Consumer Price Index or by 3%, as applicable based on the terms of the lease agreements.  Periodically, the annual lease payment for one operating land operating lease is determined based on the fair market value of the applicable parcel of land.  None of the operating leases contain contingent rent provisions.  The commencement date of all the operating leases is the earlier of the date we become legally obligated to make rent payments or the date we may exercise control over the use of the land or equipment.  The Company currently does not have any financing leases and does not have any lessor leases that require disclosure.

Management made certain assumptions related to the separation of lease and nonlease components and to the discount rate used when calculating the right of use asset and liability amounts for the operating leases.  As our leases do not provide an implicit rate, we use our incremental borrowing rates for long term and short term agreements and apply the rates accordingly based on the term of the lease agreements to determine the present value of lease payments.

Rent expense for all operating leases except those with terms of 12 months or less comprises:

 (in thousands)  (in thousands) 
 Three Months Ended  Six Months Ended  Three Months Ended  Six Months Ended 
 June 30,  June 30,  June 30,  June 30, 
 2020  2019  2020  2019  2021  2020  2021  2020 
                        
Minimum rentals $7  $7  $14  $9  $7  $7  $14  $14 
Contingent rentals              0   0   0   0 
                                
 $7  $7  $14  $9  $7  $7  $14  $14 

Supplemental cash flow information related to leases is as follows:

 
(in thousands)
  
(in thousands)
 
 Six Months Ended  
Six Months Ended
  Six Months Ended  
Six Months Ended
 
 June 30, 2020  June 30, 2019  June 30, 2021  June 30, 2020 
    
     
 
Cash paid for amounts included in the measurement of lease liabilities:            
Operating cash flows from operating leases $14  $9  $14  $14 
Right-of-use assets obtained in exchange for lease obligations:                
Operating leases $469  $494  $450  $469 
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Supplemental balance sheet information related to leases is as follows:









 
(in thousands,
except lease term and discount rate)
  
(in thousands,
except lease term and discount rate)
 
 June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
            
Operating Leases:            
Operating lease right-of-use assets $469  $480  $450  $460 
                
Other current liabilities $20   19  $16   20 
Operating lease liabilities  440   450   427   432 
Total operating lease liabilities $460  $469  $443  $452 
                
                
Weighted Average Remaining Lease Term                
Operating leases 58 years  58 years  60 years  
59 years
 
Weighted Average Discount Rate                
Operating leases  5.0%  5.0%  5.0%  5.0%

Maturities of operating lease liabilities that have initial or remaining non-cancelable lease terms in excess of one year as of June 30, 20202021 are as follows:

 
(in thousands)
  
(in thousands)
 
 Operating Leases  Operating Leases 
Year      
2020 $42 
2021  37 
2022  23  $37 
2023  23   23 
2024  23   23 
2025  23 
2026  24 
Thereafter  1,317   1,303 
Total undiscounted lease payments $1,465  $1,433 
Less effects of discounting  (1,005)  (990)
Total lease liabilities recognized $460  $443 

As of June 30, 2020,2021, we have not entered into operating or finance leases that will commence at a future date.

NOTE 5 – STOCK COMPENSATION PLANS

On December 9, 2015, the Company's stockholders approved the 2015 Equity Compensation Plan, or the 2015 Plan, which replaced the 2005 Equity Compensation Plan that expired on May 24, 2015.Plan. The 2015 Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend equivalents and other stock-based awards. The 2015 Plan is administered and interpreted by the Compensation Committee, or the Committee, of the Board of Directors of the Company, or the Board. The Committee has the authority to determine the individuals to whom grants will be made under the 2015 Plan, the type, size and terms of the grants, the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2015 Plan), and deal with any other matters arising under the 2015 Plan. The Committee presently consists of 3 directors, each of whom is a non-employee director of the Company. All of the employees of the Company and its subsidiaries and non-employee directors of the Company are eligible for grants under the 2015 Plan. 

Compensation expense, for the three and six months ended June 30, 2021 of approximately $49,000 and $92,000, respectively, was recorded for restricted stock awards issued in May 2020 and May 2021.  Compensation expense, for the three and six months ended June 30, 2020 of approximately $45,000 and $90,000, respectively, was recorded for restricted stock awards issued in May 2019 and May 2020.  Compensation expense, for the three and six months ended June 30, 2019 of approximately $43,000 and $90,000, respectively, was recorded for restricted stock awards issued in May 2018 and May 2019.  Costs were determined based on the fair value on the dates of the awards and those costs were charged to income over the service periods associated with the awards.

There was no stock compensation cost capitalized as part of an asset.

On May 8, 2019,4, 2021, 5,000 shares of Class A Common Stock, or Class A Stock were granted as restricted stock awards.  The fair value per share was $36.11,$40.11, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 8, 2019.4, 2021.  Prior to their release date, these restricted stock awards may be subject to forfeiture in the event of the recipient’s termination of service.

On May 6, 2020, 5,000 shares of Class A Stock, were granted as restricted stock awards.  The fair value per share was 35.01, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 6, 2020. Prior to their release date, these restricted stock awards may be subject to forfeiture in the event of the recipient’s termination of service.
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The following summary reflects changes in the shares of Class A Stock underlying options and restricted stock awards for the six months ended June 30, 2020:2021:

 Options  Restricted Awards  Options  Restricted Awards 
 Option Shares  Weighted Average Exercise Price  Weighted Average Remaining Life (Yrs.)  
Aggregate Intrinsic Value (in thousands)
  Outstanding Restricted Stock Awards  
Weighted Average Grant Date Fair
Value
  Option Shares  Weighted Average Exercise Price  Weighted Average Remaining Life (Yrs.)  
Aggregate Intrinsic Value (in thousands)
  Outstanding Restricted Stock Awards  
Weighted Average Grant Date Fair
Value
 
Plan options/restricted stock awards                                    
Outstanding at January 1, 2020  153,250  $20.40     $2,575   5,000  $36.11 
Outstanding at January 1, 2021  116,347  $20.90     $1,882   5,000  $35 
Granted              5,000   35.01   0   0      0   5,000   40 
Exercised/vested and released  (25,000)  18.73      391   (5,000)  36.11   (28,597)  19.04      624   (5,000)  35 
Expired/cancelled                    0   0      0   0   0 
Outstanding at June 30, 2020  128,250  $20.73   2.438  $1,995   5,000  $35.01 
Outstanding at June 30, 2021  87,750  $21.51   2.008  $1,339   5,000  $40 
                                                
Exercisable/vested at June 30, 2020  128,250  $20.73   2.438  $1,995       
Exercisable/vested at June 30, 2021  87,750  $21.51   2.008  $1,339       

The total intrinsic value of options exercised during the six months ended June 30, 20202021 was approximately $391,200.$624,000.

There were no unvested option shares outstanding under the 2015 Plan during the six months ended June 30, 2020.2021.

As of June 30, 2020,2021, there were 0 unrecognized expenses related to non-vested option shares granted under the 2015 Plan.  

As of June 30, 2020,2021, there was $148,000$169,000 total unrecognized expenses related to non-vested awards of restricted shares awarded under the 2015 Plan.  The cost will be recognized over 0.850.84 years, the remaining vesting period for the restricted stock awards.

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NOTE 6 – OTHER DEFERRED ASSETS

The investment in CoBank, which is a cooperative bank, is related to certain outstanding First Mortgage Bonds and is a required investment in the bank based on the underlying long-term debt agreements.  Goodwill is a result of the acquisition of water assets from the Town of Frankford in April 2020 based on a preliminarythe purchase price allocation.  The DEPSC will evaluate this amount in Artesian Water’s next base rate case to determine the appropriate ratemaking treatment of the acquisition price and the assets acquired. A large portion of the remaining other deferred assets, approximately $0.2 million, is in relation to the Mountain Hill acquisition.

In thousands June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
            
Investment in CoBank $4,374  $3,968  $4,850  $4,374 
Goodwill  1,220   0   623   623 
Other  290   289   286   312 
 $5,884  $4,257  $5,759  $5,309 

NOTE 7 - REGULATORY ASSETS

The FASB ASC Topic 980 stipulates generally accepted accounting principles for companies whose rates are established or subject to approvals by a third-party regulatory agency. Certain expenses are recoverable through rates charged to our customers, without a return on investment, and are deferred and amortized during future periods using various methods as permitted by the DEPSC, MDPSC, and PAPUC.

The postretirement benefit obligation is the recognition of an offsetting regulatory liability as it relates to the accrual of the expected cost of providing postretirement health care and life insurance benefits to retired employees.  Artesian Water contributed approximately $11,500 to its postretirement benefit plan in the first six months of 2020. These contributions consist of insurance premium payments for medical, dental and life insurance benefits made on behalf of the Company's eligible retired employees.

The deferred income taxes will be amortized over future years as the tax effects of temporary differences that previously flowed through to our customers are reversed.
13


Debt related costs include debt issuance costs and other debt related expense.  The DEPSC has allowed rate recovery onapproved deferred regulatory accounting treatment for issuance costs associated with Artesian Water'sWater’s Series V First Mortgage bond in December 2019 that paid down outstanding lines of credit and a loan payable to Artesian Resources.  These amountsDebt issuance costs and other debt related expenses are recovered over the termreviewed during Artesian Water’s rate applications as part of the new long-term debt issued.its cost of capital calculations.  For the Series V First Mortgage bond, cash was paid for the issuance costs and $30$30 million of cash was received from the proceeds of the bonds.bond.

Regulatory expenses amortized on a straight-line basis are noted below:

ExpenseYears Amortized
Deferred contract costs and other5
Rate case studies5
Delaware rate proceedings2.5
Maryland rate proceedings5
Debt related costs 15 to 30 (based on term of related debt)
Goodwill (resulting from acquisition of Mountain Hill Water Company in 2008)50
Deferred acquisition costs (resulting from purchase of water assets in Cecil County, Maryland in 2011 and Port Deposit, Maryland in 2010)20
Franchise Costs (resulting from purchase of water assets in Cecil County, Maryland in 2011)80
17


Regulatory assets, net of amortization, comprise:Regulatory assets, net of amortization, comprise: Regulatory assets, net of amortization, comprise: 
 (in thousands)  (in thousands) 
 June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
            
Postretirement benefit obligation $51  $51 
Deferred income taxes  378   386  $363  $370 
Expense of rate case studies  22   27 
Deferred contract costs and other  292   46 
Debt related costs  5,398   5,556   5,061   5,233 
Goodwill  284   288   277   281 
Deferred acquisition and franchise costs  564   583   523   543 
 $6,697  $6,891  $6,516  $6,473 

NOTE 8 – REGULATORY LIABILITIES

FASB ASC Topic 980 stipulates generally accepted accounting principles for companies whose rates are established or subject to approvals by a third-party regulatory agency.  Certain obligations are deferred and/or amortized as determined by the DEPSC, the MDPSC, and the PAPUC.  Regulatory liabilities represent excess recovery of cost or other items that have been deferred because it is probable such amounts will be returned to customers through future regulated rates.

Utility plant retirement cost obligation consists of estimated costs related to the potential removal and replacement of facilities and equipment on the Company’s water and wastewater properties.  Effective January 1, 2012, as authorized by the DEPSC, when depreciable units of utility plant are retired, any cost associated with retirement, less any salvage value or proceeds received, is charged to a regulated retirement liability.  Each year the liability is increased by an annual amount authorized by the DEPSC.    

Pursuant to the enactment of the Tax Cuts and Jobs Act, or TCJA, on December 22, 2017, the Company adjusted its existing deferred income tax balances to reflect the decrease in the corporate income tax rate from 34% to 21% (see Note 11).  This resulted) resulting in a decrease in the net deferred income tax liability of approximately $24.3 million, of which $22.8 million was reclassedreclassified to a regulatory liability.liability related to Artesian Water and Artesian Water Maryland.  The regulatory liability amount is subject to certain Internal Revenue Service normalization rules that require the benefits to customers be spread over the remaining useful life of the underlying assets giving rise to the associated deferred income taxes.  On January 31, 2019, the DEPSC approved the amortization of the regulatory liability amount of $22.2 million over a period of 49.5 years beginning February 1, 2018, subject to audit at a later date.  The MDPSC has not issued a final order on the regulatory liability amount of $0.6 million regarding the effects of the TCJA on Maryland customers.
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Regulatory liabilities comprise:Regulatory liabilities comprise: Regulatory liabilities comprise: 
 
(in thousands)
  
(in thousands)
 
 June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
            
Utility plant retirement cost obligation $192  $247  $78  $126 
Deferred income taxes (related to TCJA)  21,777   21,999   21,333   21,555 
 $21,969  $22,246  $21,411  $21,681 

NOTE 9 - NET INCOME PER COMMON SHARE AND EQUITY PER COMMON SHARE

Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding, the potentially dilutive effect of employee stock options and restricted stock awards.

The following table summarizes the shares used in computing basic and diluted net income per share:

 For the Three Months Ended June 30,  For the Six Months Ended June 30,  
For the Three Months Ended
June 30,
  
For the Six Months Ended
June 30,
 
 2020  2019  2020  2019  2021  2020  2021  2020 
 (in thousands)  (in thousands) 
Weighted average common shares outstanding during the period for Basic computation  9,326   9,276   9,311   9,267   9,395   9,326   9,381   9,311 
Dilutive effect of employee stock options and awards  41   48   46   52   30   41   35   46 
                                
Weighted average common shares outstanding during the period for Diluted computation  9,367   9,324   9,357   9,319   9,425   9,367   9,416   9,357 

For the three and six months ended June 30, 2021 and 2020, 0 shares of restricted stock awards were excluded from the calculations of diluted net income per share.  For the three and six months ended June 30, 2019, 2,700 and 1,300 of restricted stock awards were excluded from the calculations of diluted net income per share, respectively.  Due to unrecognized compensation costs, the hypothetical repurchase of shares exceeded the number of restricted shares expected to vest during the period, creating an anti-dilutive effect. For the three and six months ended June 30, 2020 and June 30, 2019, 0 shares of stock options were excluded from the calculations of diluted net income per share, as the calculated proceeds from the options’ exercise were lower than the average market price of the Company’s common stock during the period.

The Company has 15,000,000 authorized shares of Class A Stock and 1,040,000 authorized shares of Class B Common Stock, or Class B Stock. As of June 30, 2020, 8,451,9102021, 8,519,129 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. As of June 30, 20192020, 8,397,3148,451,910 shares of Class A Stock and 881,452 shares of Class B Stock were issued and outstanding. The par value for both classes is $1.00 per share.

Equity per common share was $17.5018.32 and $17.2818.16 at June 30, 20202021 and December 31, 20192020, respectively. These amounts were computed by dividing common stockholders' equity by the number of shares of common stock outstanding on June 30, 20202021 and December 31, 20192020, respectively.

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NOTE 10 - REGULATORY PROCEEDINGS

Our water and wastewater utilities generate operating revenue from customers based on rates that are established by state Public Service Commissions through a rate setting process that may include public hearings, evidentiary hearings and the submission of evidence and testimony in support of the requested level of rates by the Company.

We are subject to regulation by the following state regulatory commissions:
The DEPSC, regulates both Artesian Water and Artesian Wastewater.
The MDPSC, regulates both Artesian Water Maryland and Artesian Wastewater Maryland.
The PAPUC, regulates Artesian Water Pennsylvania.
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TableOur water and wastewater utility operations are also subject to regulation under the federal Safe Drinking Water Act of Contents1974, or Safe Drinking Water Act, the Clean Water Act of 1972, or the Clean Water Act, and related state laws, and under federal and state regulations issued under these laws.  These laws and regulations establish criteria and standards for drinking water and for wastewater discharges.  Capital expenditures and operating costs required as a result of water quality standards and environmental requirements have been traditionally recognized by state regulatory commissions as appropriate for inclusion in establishing rates.

Rate ProceedingsWater and Wastewater Rates

Our regulated utilities periodically seek rate increases to cover the cost of increased operating expenses, increased financing expenses due to additional investments in utility plant and other costs of doing business.  In Delaware, utilities are permitted by law to place rates into effect, under bond, on a temporary basis pending completion of a rate increase proceeding. The first temporary increase may be up to the lesser of $2.5 million on an annual basis or 15% of gross water sales.  Should the rate case not be completed within seven months, by law, the utility may put the entire requested rate relief, up to 15% of gross water sales, in effect under bond until a final resolution is ordered and placed into effect.  If any such rates are found to be in excess of rates the DEPSC finds to be appropriate, the utility must refund customers the portion found to be in excess with interest.  The timing of our rate increase requests is therefore dependent upon the estimated cost of the administrative process in relation to the investments and expenses that we hope to recover through the rate increase.  We can provide no assurances that rate increase requests will be approved by applicable regulatory agencies and, if approved, we cannot guarantee that these rate increases will be granted in a timely or sufficient manner to cover the investments and expenses for which we initially sought the rate increase.

The DEPSC required Delaware utilities to determine the impact that the TCJA had on their customers and potential rate relief due to customers.  The reduction in corporate income tax expense resulting from the TCJA was passed through to customers in the form of reduced tariff rates as approved by the DEPSC on January 31, 2019.  Approximately $3.8 million was refunded to customers during the second quarter of 2019.  This amount was previously held in reserve and was not reflected in income..

Other Proceedings

Delaware law permits water utilities to put into effect, on a semi-annual basis, increases related to specific types of distribution system improvements through a DSIC. This charge may be implemented by water utilities between general rate increase applications that normally recognize changes in a water utility's overall financial position. The DSIC approval process is less costly when compared to the approval process for general rate increase requests. The DSIC rate applied between base rate filings is capped at  7.50% of the amount billed to customers under otherwise applicable rates and charges, and the DSIC rate increase applied cannot exceed 5.0% within any 12-month period.

The following table summarizes (1) Artesian Water’s applications with the DEPSC to collect DSIC rates and (2) the rates upon which eligible plant improvements are based:
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Application Date11/28/201805/29/201911/15/201905/29/202011/15/201905/29/202011/20/2020
DEPSC Approval Date12/20/201806/18/201912/12/201906/17/202012/12/201906/17/202012/14/2020
Effective Date01/01/201907/01/201901/01/202007/01/202001/01/202007/01/202001/01/2021
Cumulative DSIC Rate5.55%7.41%7.50%7.41%7.50%7.41%7.50%
Net Eligible Plant Improvements – Cumulative Dollars (in millions)$30.4
$43.1
$43.1
$43.1
$43.1
$43.1
Eligible Plant Improvements – Installed Beginning Date10/01/201410/01/201410/01/201410/01/201410/01/2014
Eligible Plant Improvements – Installed Ending Date10/31/201804/30/201904/30/201904/30/201904/30/2019

The DSIC rate effective January 1, 2020 replaced the DSIC rate effective July 1, 2019.  The DSIC rate effective July 1, 2020 replaced the DSIC rate effective January 1, 2020.  The rate reflects the eligible plant improvements installed through April 30, 2019.  The DSIC ratesrate effective January 1, 2020 and July 1, 2020 are2021 is still subject to audit by the DEPSC at a later date bydate.  For the DEPSC.three and six months ended June 30, 2021, we earned approximately $1.3 million and $2.5 million in DSIC revenue, respectively.  For the three and six months ended June 30, 2020, we earned approximately $1.3 million and $2.4 million in DSIC revenue, respectively.  For the three and six months ended June 30, 2019, we earned approximately $0.9 million and $1.8 million in DSIC revenue, respectively.

NOTE 11 – 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 utilities 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.
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Under FASB ASC Topic 740, an uncertain tax position represents our expected treatment of a tax position taken, or planned to be taken in the future, that has not been reflected in measuring income tax expense for financial reporting purposes. The Company establishes reserves for uncertain tax positions based upon management's judgment as to the sustainability of these positions. These accounting estimates related to the uncertain tax position reserve require judgments to be made as to the sustainability of each uncertain tax position based on its technical merits. The Company believes its tax positions comply with applicable law and that it has adequately recorded reserves as required. However, to the extent the final tax outcome of these matters is different than the estimates recorded, the Company would then adjust its tax reserves or unrecognized tax benefits in the period that this information becomes known.  The Company has elected to recognize accrued interest (net of related tax benefits) and penalties related to uncertain tax positions as a component of its income tax expense.  The Company has accrued approximately $10,100$10,600 in penalties and interest for the six months ended June 30, 2020.2021. The Company remains subject to examination by federal and state authorities for the tax years 20162017 through 20192020.

The Tax Reform Act of 1986 mandated that Advances and CIAC received subsequent to December 31, 1986, generally are taxable income.  The 1996 Tax Act provided an exclusion from taxable income for CIAC and Advances received after June 12, 1996 except for certain contributions for large services that are not included in rate base for rate-making purposes.  On December 22, 2017, the TCJA repealed the 1996 exclusion from gross income effective on the enactment date.

Investment tax credits were deferred through 1986 and are recognized as a reduction of deferred income tax expense over the estimated economic useful lives of the related assets.

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NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value.

Current Assets and Liabilities

For those current assets and liabilities that are considered financial instruments, the carrying amounts approximate fair value because of the short maturity of those instruments.

Long-term Financial Liabilities

All of Artesian Resources’ outstanding long-term debt as of June 30, 20202021 and December 31, 20192020 was fixed-rate.  The fair value of the Company’s long-term debt is determined by discounting itstheir future cash flows using current market interest rates on similar instruments with comparable maturities consistent with FASB ASC 825.  Under the fair value hierarchy, the fair value of the long-term debt in the table below is classified as Level 2 measurements.  Level 2 is valued using observable inputs other than quoted prices.  The fair values for long-term debt differ from the carrying values primarily due to interest rates that differ from the current market interest rates.  The carrying amount and fair value of Artesian Resources' long-term debt (including current portion) are shown below:

In thousands      
 June 30, 2020  December 31, 2019  June 30, 2021  December 31, 2020 
Carrying amount $144,982  $145,862  $144,393  $144,090 
Estimated fair value $173,779  $157,710  $164,242  $171,374 

The fair value of Advances for Construction cannot be reasonably estimated due to the inability to estimate accurately the timing and amounts of future refunds expected to be paid over the life of the contracts.  Refund payments are based on the water sales to new customers in the particular development constructed.  The fair value of Advances for Construction would be less than the carrying amount because these financial instruments are non-interest bearing.

NOTE 13 – RELATED PARTY TRANSACTIONS

Mr. Michael Houghton currently serves as a director through the remainder of the three year term class that expires at the Annual Meeting of the Class B Stock shareholders to be held in 2021 and until his respective successor shall be elected and qualified.director.  Mr. Houghton is a Partner in the law firm of Morris Nichols Arsht & Tunnell, or MNAT, in Wilmington, Delaware.  In the normal course of business, the Company utilizes the services of MNAT for various regulatory, real estate and public policy matters.  Approximately $58,000 and $71,000 was paid to MNAT during the three and six months ended June 30, 2021, respectively, for legal services and director related services.  Approximately $109,000 and $228,000 was paid to MNAT during the three and six months ended June 30, 2020, respectively, for legal services and director related services. Approximately $97,000 and $123,000 was paid to MNAT during the three and six months ended   As of June 30, 2019, respectively, for legal and director related services.  As of June 30, 2020,2021, the Company had a $5,000$73,000 accounts payable balance due to MNAT.

As set forth in the Charter of the Audit Committee of the Board, the Audit Committee is responsible for reviewing and, if appropriate, approving all related party transactions between us and any officer, any director, any person known to be the beneficial owner of more than 5% of any class of the Company's voting securities or any other related person that would potentially require disclosure.  In its review and approval of the related party transactions with MNAT, the Audit Committee considered the nature of the related person's interest in the transactions; the satisfactory performance of work contracted with the related party prior to the election of Mr. Houghton as a director; and the material terms of the transactions, including, without limitation, the amount and type of transactions, the importance of the transactions to the related person, the importance of the transactions to the Company and whether the transactions would impair the judgment of a director or officer to act in the best interest of the Company.  The Audit Committee approves only those related person transactions that are in, or are consistent with, the best interests of the Company and its stockholders.

NOTE 14 – BUSINESS COMBINATIONS

As part of the Company'sCompany’s growth strategy, on April 2, 2020, Artesian Water purchased substantially all of the water system operating assets from the Town of Frankford, or Frankford, a Delaware municipality located in Sussex County, Delaware, including the right to provide water service to Frankford’s existing customers, or the Frankford Water System.  The Frankford Water System serves approximately 360 customers.  The total purchase price was 3.6 million.  The acquisition was accounted for as a business combination under ASC Topic 805, “Business Combinations”.  The preliminary purchase price allocation is expected to be primarily attributed to utility plant assetsassets.  The Company utilized a combination of three methods to determine the reasonableness of the purchase price: the cost approach, market approach and will be finalized onceincome approach.  Given the valuationmajority of the assets acquired has beenwere tangible utility plant, the Company utilized the cost approach to record the fair value of the assets.  The cost approach values the underlying assets to derive market value based on the estimated current new replacement cost, less the loss in value caused by physical deterioration, and functional and economic obsolescence of the assets.  Goodwill was recognized primarily as a result of expected synergies of operations and interconnections to our existing utility plant infrastructure.
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Additionally, as part of the Company’s growth strategy, on August 3, 2020, Artesian Water completed no later than one year afterits purchase of substantially all of the water system operating assets from the City of Delaware City, or Delaware City, a Delaware municipality located in New Castle County, Delaware, including the right to provide water service to Delaware City’s existing customers, or the Delaware City Water System.  The Delaware City Water System currently serves approximately 800 customers.  The total purchase price was $2.1 million.  The acquisition date.was accounted for as a business combination under ASC Topic 805.  The purchase price allocation is primarily attributed to utility plant assets.  The Company utilized similar valuation methodologies to those described above.

A summary of the allocation of purchase price to the assets acquired is presented in the table below and is recorded in the accompanying Condensed Consolidated Balance Sheet.

(In thousands)   
Utility plant   
  Source of supply plant $201 
  Pumping and water treatment plant  1,455 
  Transmission and distribution plant  3,462 
Other deferred assets    
  Goodwill  623 
Purchase Price $5,741 
This

The Frankford Water System acquisition wasand the Delaware City Water System acquisition were approved by the DEPSC on March 18, 2020 and July 15, 2020, respectively, subject to the DEPSC determining the appropriate ratemaking treatment of the acquisition price and the assets acquired in Artesian Water’s next base rate case.  The pro forma effecteffects of the businessbusinesses acquired, isindividually and in the aggregate, are not material to the Company’s financial position or results of operationsoperations.

NOTE 15 - GEOGRAPHIC CONCENTRATION OF CUSTOMERS

Artesian Water, Artesian Water Maryland and Artesian Water Pennsylvania provide water utility service to customers within their established service territory in all 3 counties of Delaware and in portions of Maryland and Pennsylvania, pursuant to rates filed with and approved by the DEPSC, the MDPSC and the PAPUC.  As of June 30, 2021, Artesian Water was serving approximately 90,900 customers, Artesian Water Maryland was serving approximately 2,500 customers and Artesian Water Pennsylvania was serving approximately 40 customers.

Artesian Wastewater provides wastewater utility service to customers within its established service territory in Sussex County, Delaware pursuant to rates filed with and approved by the DEPSC.  As of June 30, 2021, Artesian Wastewater was serving approximately 3,000 customers, including 1 large industrial customer. All wastewater customers are located in Sussex County, Delaware.

NOTE 1516 - IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016,March 2020, the FASB issued new guidance onthat provides optional guidance for a limited period of time to ease the measurement of credit lossespotential burden in accounting for (or recognizing the effects of) reference rate reform on financial instruments,reporting as the market transitions from reference rates that are expected to provide financial statement users with more information about expected credit losses on financial instruments.be discontinued, such as the London Inter-bank Offered Rate, or LIBOR.  The guidance reviseswas effective upon issuance and may be applied prospectively to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued, evaluated on or before December 31, 2022, beginning during the incurred loss impairment methodologyreporting period in which the guidance has been elected.  LIBOR is expected to reflect current expected credit lossesbe phased out completely by June 30, 2023.  The guidance is optional and requires consideration of a broader range of information to estimate credit losses.  The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. For the Company, this standard is primarily applicable to accounts receivable balances.  The Company’s credit losses on accounts receivable is minimal since we mitigate our exposure by discontinuing services in the event of non-payment. However, due to the COVID-19 pandemic causing hardships for many utility customers, state government agencies issued executive orders requiring utility companies to take a number of steps to support their customers and communities, including prohibiting service disconnections for non-payment and prohibiting late fees.may be elected over time as reference rate reform activities occur.  The Company anticipateshas not yet modified any agreements as a longer receivable cycleresult of reference rate reform and is evaluating the need for increased reserves for bad debt compared to 2019.    Effective June 30, 2020 an adjustment was made to increase the reserve for bad debt in the amount of 0.3 million.  The DEPSC and MDPSC issued orders authorizing utilities deferred regulatory treatment for incremental costs related to COVID-19, which includes increased bad debt expense.  As of June 30, 2020, we have not recorded a deferred regulatory asset for incremental costs related to COVID-19, but will continue to evaluate the on-going impact of the pandemicnew guidance on our financial position, results of operations and whether incremental costs incurred are sufficient to warrant treatment as a deferred regulatory asset in accordance with the orders issued by the DEPSC and MDPSC.cash flows.

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NOTE 1617 - SUBSEQUENT EVENT

On August 3, 2020,July 15, 2021, Artesian Water completed its previously announced purchaseentered into a Financing Agreement, or the Financing Agreement, with the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of substantially allHealth & Social Services, Division of Public Health, a public agency of the water system operating assets from the Citystate of Delaware, City, a Delaware municipality, or Delaware City, including the right to provide water service to Delaware City’s existing customers, or the Delaware City Water System.  PursuantDepartment.  Under the Financing Agreement, the Department has agreed to the terms of the Asset Purchase Agreement, Delaware City transferredadvance to Artesian Water up to approximately $2.5 million, or the Loan, to finance all or a portion of Delaware City’s right, title and interest inthe cost to acquire the Town of Frankford water system and to allreplace water transmission mains and renew services and hydrants in the Town of Frankford, collectively, the Project.  In accordance with the Financing Agreement, Artesian Water will from time to time request funds under the Loan as it incurs costs in connection with the Project.  Artesian Water will request an initial draw of approximately $1.5 million for the acquisition of the plantTown of Frankford water system.  Upon receipt of the initial draw, an amount equal to approximately $1.5 million will be automatically forgiven by the Department and equipment, associated real property, contracts, easements and permits possessed by Delaware City at closing relatedshall no longer be considered outstanding or unpaid principal under the Financing Agreement.  The Company shall pay to the Delaware City Water System.  The total purchase price was $2.1 million, which includedDepartment, on the payoffprincipal amount drawn down and outstanding from the date drawn, interest at a rate of certain indebtedness totaling approximately $0.6 million specifically related to1.0% per annum and an administrative fee at the Delaware City Water System.  The Asset Purchase Agreement contains commitments to upgrade and replace certain operating assets.  The Delaware City Water System currently serves approximately 800 customers.  The Delaware Public Service Commission approved this transaction on July 15, 2020.rate of 1.0% per annum.
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ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q that express our "belief," "anticipation" or "expectation," as well as other statements that are not historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act and the Private Securities Litigation Reform Act of 1995.  Statements regarding specific and overall impacts of the COVID-19 global pandemic on our financial condition and results of operations, 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 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, our expectation of the timing of decisions by regulatory authorities, the impact of weather on our operations and the execution of our strategic initiatives, our expectation of the timing for construction on new projects, our expectation relating to the adoption of recent accounting pronouncements, contract operations opportunities, legal proceedings, our properties, deferred tax assets, adequacy of our available sources of financing, the expected recovery of expenses related to our long-term debt, our expectation to be in compliance with financial covenants in our debt instruments, our ability to refinance our debt as it comes due, our ability to adjust our debt level, interest rate, maturity schedule and structure, the timing and terms of renewals of our lines of credit, plans to increase our wastewater treatment operations, engineering services and other revenue streams less affected by weather, expected future contributions to our postretirement benefit plan, anticipated growth in our non-regulated division, the impact of recent acquisitions on our ability to expand and foster relationships, anticipated investments in certain of our facilities and systems and the sources of funding for such investments, and the sufficiency of internally generated funds and credit facilities to provide working capital and our liquidity needs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that could cause actual results to differ materially from those projected.  Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "projects", "forecasts", "may", "should", variations of such words and similar expressions are intended to identify such forward-looking statements.  Certain factors as discussed under Item 1A -Risk Factors, in our Annual Report on Form10-KForm 10-K for the year ended December 31, 2019,2020, and this Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,2021, such as changes in weather, changes in our contractual obligations, changes in government policies, the timing and results of our rate requests, failure to receive regulatory approval, changes in economic and market conditions generally, and other matters could cause results to differ materially from those in the forward-looking statements.  Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic.  While the Company may elect to update forward-looking statements, we specifically disclaim any obligation to do so and you should not rely on any forward-looking statement as a representation of the Company's views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q.


RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 20202021

OVERVIEW

Our profitability is primarily attributable to the sale of water. Gross water sales composed 88.3%87.5% of total operating revenues for the six months ended June 30, 2020.2021.  Our profitability is also attributed to the various contract operations, water, sewer and internal SLP Plans and other services we provide.  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 the effects of weather are short term and do not materially affect the execution of our strategic initiatives. Our contract operations and other services provide a revenue stream that is not affected by changes in weather patterns.


While water sales are our primary source of revenues, we continue to seek growth opportunities to provide wastewater services in Delaware and the surrounding areas. We also continue to explore and develop relationships with developers and municipalities in order to increase revenues from contract water and wastewater operations, wastewater management services, and design, construction and engineering services. We plan to continue developing and expanding our contract operations and other services in a manner that complements our growth in water service to new customers. Our anticipated growth in these areas is subject to changes in residential and commercial construction, which may be affected by interest rates, inflation and general housing and economic market conditions.  We anticipate continued growth in our non-regulated division due to our water, sewer, and internal SLP Plans.
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COVID-19 Pandemic

In March 2020, the World Health Organization classified the coronavirus, or COVID-19, outbreak as a pandemic. Subsequently on March 13, 2020, the PresidentAs of the United States declared the COVID-19 outbreak a national emergency.  The emergence of COVID-19 around the world presents risks to the Company, not all of which the Company is able to fully evaluate or even to foresee at the current time.  While the COVID-19 pandemic did not materially adversely affectJune 30, 2021, the Company’s financial results and business operations forhave not been materially adversely affected by the six months ended June 30, 2020, economic and health conditionscoronavirus, or COVID-19, outbreak, which was declared a pandemic in the United States and across most of the globe have changed rapidly since the end of the period.March 2020.  The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.  Management is actively monitoring the situation and impacts on its operations, suppliers, industry, and workforce.

The COVID-19 pandemic may affect the Company’s operations in future quarters.  The Company maintains essential utility services and is following social distancing and remote work directives, however prolonged workforce disruptions may negatively impact performance of services or require use of emergency personnel.  Due to the COVID-19 pandemic causing hardships for many utility customers, state government agencies issued executive orders requiring utility companies to take a number of steps to support their customers and communities, including prohibiting service disconnections for non-payment and prohibiting late fees.  As a result, the Company anticipates a longer receivable cycle and the need for increased reserves for bad debt, along with changes in revenue mix between commercial and residential.  The DEPSC and the MDPSC issued orders authorizing utilities deferred regulatory treatment for incremental costs related to COVID-19.

Due to the above circumstances and as described generally in this Form 10-Q, the Company’s results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year.  Given the changing nature of the COVID-19 outbreak and the responses to curb its spread, management cannot predict the full impact of the COVID-19 pandemic on the Company’s results of operations.  The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time even after the pandemic ends.

On March 27, 2020, the United States Government enacted the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, which provides economic relief and stimulus to support the national economy during the COVID-19 epidemic.  This package included support for individuals, large corporations, small business, and health care entities, among other affected groups.  While the Company, and the utility industry broadly, were not direct beneficiaries of the stimulus, the Company continues to review the provisions of the CARES Act and assess the potential impact on the Company’s operations.

Water Division

Artesian Water, Artesian Water Maryland and Artesian Water Pennsylvania provide water service to residential, commercial, industrial, governmental, municipal and utility customers.  Increases in the number of customers contribute to increases, or help to offset any intermittent decreases, in our operating revenue.  As of June 30, 2020, we had approximately 88,9002021, the number of metered water customers in Delaware an increase ofincreased approximately 2,3502.3% compared to June 30, 2019.2020.  The number of metered water customers in Maryland totaled increased approximately 2,490 as of June 30, 2020, an increase of approximately 401.5% compared to June 30, 2019.2020.  The number of metered water customers in Pennsylvania remained consistent compared to June 30, 2019.2020.  For the six months ended June 30, 2020,2021, approximately 3.94.0 billion gallons of water were distributed in our Delaware systems and approximately 63.163.6 million gallons of water were distributed in our Maryland systems.

Wastewater Division

Artesian Wastewater owns wastewater collection and treatment infrastructure and began providing regulated wastewater services to customers in Delaware in July 2005.  Artesian Wastewater Maryland was incorporated on June 3, 2008 and is able to provide regulated wastewater services to customers in Maryland.  It is not currently providing these services in Maryland.  Our residential and commercial wastewater customers are billed a flat monthly fee, which contributes to providing a revenue stream unaffected by weather.  The number of Delaware wastewater customers totaledincreased approximately 2,650 as of June 30, 2020, an increase of approximately 380, or 16.7%,14.1% compared to June 30, 2019.2020.  In addition, Artesian Wastewater entered into wastewater services agreements with Allen Harim Foods, LLC, or Allen Harim, a large industrial customer.  The wastewater services agreements with Allen Harimthis customer are discussed further in the “Strategic Direction” section below.
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Non-Regulated Division

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 June 30, 2020, approximately 20,600, or 24.2%, of our2021, the eligible water customers enrolled in the WSLP Plan, approximately 16,000, or 18.9%, of our eligible customers enrolled in the SSLP Plan and approximately 7,300, or 8.6%, of our eligible customers enrolled in the ISLP Plan.  Approximately 1,910Plan increased 4.0%, 3.2% and 21.1%, respectively, compared to June 30, 2020.  The non-utility customers enrolled in one of our three protection plans.protections plans increased 5.0%.

Strategic Direction

Our strategy is to increase customer growth, revenues, earnings and dividends by expanding our water, wastewater and SLP Plan services across the Delmarva Peninsula.  We remain focused on providing superior service to our customers and continuously seek ways to improve our efficiency and performance.  Our strategy has included a focus on building strategic partnerships with county governments, municipalities and developers.  By providing water and wastewater services, we believe we are positioned as the primary resource for developers and communities throughout the Delmarva Peninsula seeking to fill both needs simultaneously.  We believe we have a proven ability to acquire and integrate high growth, reputable entities, through which we have captured additional service territories that will serve as a base for future revenue.  We believe this experience presents a strong platform for further expansion and that our success to date also produces positive relationships and credibility with regulators, municipalities, developers and customers in both existing and prospective service areas.

In our regulated water division, our strategy is to focus on a wide spectrum of activities, which include strategic acquisitions of existing systems, expanding certificated service area, identifying new and dependable sources of supply, developing the wells, treatment plants and delivery systems to supply water to customers and educating customers on the wise use of water.  Our strategy includes focused efforts to expand through strategic acquisitions and in new regions added to our Delaware service territory over the last 10 years.  We plan to expand our regulated water service area in the Cecil County designated growth corridor and to expand our business through the design, construction, operation, management and acquisition of additional water systems.  The expansion of our exclusive franchise areas elsewhere in Maryland and the award of contracts will similarly enhance our operations within the state.
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Our ability to develop partnerships with various county governments, municipalities and developers has provided a number of opportunities.  In the last threefour years, we completed seven acquisitions including asset purchase agreements with municipal and developer/homeowner association operated systems.  Some recent acquisitions are noted below.

On October 1, 2019,August 3, 2020, Artesian Water purchased utilitycompleted the purchase of substantially all of the water system operating assets from High Point Associates, L.P.the City of Delaware City, a Delaware municipality, or Delaware City, including the right to provide water service to Delaware City’s existing customers.  The total purchase price was $2.1 million.  Artesian Water had previously acquired the water assets of an area annexed by Delaware City, known as Fort DuPont, which was earmarked for growth and connected these assets to our public water system to serve the residentsexpansion of High Point Park located in Kent County, Delaware.Delaware City.

On April 2, 2020, Artesian Water completed its purchase of substantially all of the operating assets of the water system of the Town of Frankford, a Delaware municipality, or Frankford, including the right to provide water service to Frankford’s existing customers, or the Frankford Water System.  Pursuant to the terms of the agreement, Frankford transferred to Artesian Water all of Frankford’s right, title and interest in and to all of the plant and equipment, associated real property, contracts, easements and permits possessed by Frankford at closing related to the Frankford Water System.  The total purchase price was $3.6 million.







On August 3, 2020, Artesian Water completed the purchase of substantially all of the water system operating assets from the City of Delaware City, a Delaware municipality, or Delaware City, including the right to provide water service to Delaware City’s existing customers.  The total purchase price was $2.1 million.  Artesian Water had previously acquired the water assets of an area annexed by Delaware City, known as Fort DuPont, which was earmarked for growth and expansion of Delaware City.

We believe that Delaware's generally lower cost of living in the region, availability of development sites in relatively close proximity to the Atlantic Ocean in Sussex County, and attractive financing rates for construction and mortgages have resulted, and will continue to result, in increases to our customer base.  Delaware’s lower property and income tax rate make it an attractive region for new home development and retirement communities.  Substantial portions of Delaware currently are not served by a public water system, which could also assist in an increase to our customer base as systems are added.

In our regulated wastewater division, 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. 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.
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On September 27, 2016, Artesian Wastewater entered into a wastewater services agreement with Allen Harima large industrial customer for Artesian Wastewater to provide treatment and disposal services for sanitary wastewater discharged from Allen Harim’sthis customer’s properties located in Sussex County, Delaware upon completion of a pipeline to transfer the sanitary wastewater.  The pipeline was completed in the second quarter of 2017.  The transfer of sanitary wastewater began in the second quarter of 2019.  On January 27, 2017, Artesian Wastewater entered into a second wastewater agreement with Allen Harimthis customer for Artesian Wastewater to provide disposal services for approximately 1.5 mgd of treated industrial process wastewater upon completion of an approximately eight mile pipeline that will transfer the wastewater from Allen Harim’sthis customer’s properties to a 90 million gallon storage lagoon at Artesian’s Sussex Regional Recharge Facility.  We will use the reclaimed wastewater for spray irrigation on agricultural land in the area.  We received an operations permit in March 2020.  We anticipate to bebegan operating this facility in late June 2021, shortly after the third quarterindustrial customer received its process wastewater treatment operating permit.  This agreement includes a required minimum wastewater flow.  Pursuant to a settlement agreement, for the calendar year 2021 only, the minimum required volume of 2020, pending Allen Harim’s receipt of their operations permit.wastewater will be prorated on a seven month basis beginning June 1, 2021 and ending December 31, 2021.

The general need for increased capital investment in our water and wastewater systems is due to a combination of population growth, more protective water quality standards and aging infrastructure.  Our planned and budgeted capital investment plan forimprovements over the next three years includes projects for water treatment plantinfrastructure improvements and additionsexpansion in both Delaware and Maryland and wastewater treatment plantinfrastructure improvements and expansion in Delaware.  Capital improvements are planned and budgeted to meet anticipated changes in regulations and needs for increased capacity related to projected growth.  The DEPSC and MDPSC have generally recognized the operating and capital costs associated with these improvements in setting water and wastewater rates for current customers and capacity charges for new customers.

In our non-regulated division, we continue pursuing opportunities to expand our contract operations.  Through Artesian Utility, we will seek to expand our contract design, engineering and construction services of water and wastewater facilities for developers, municipalities and other utilities.  We also anticipate continued growth due to our water, sewer and internal SLP Plans.  Artesian Development owns two nine-acre parcels of land, located in Sussex County, Delaware, which will allow for construction of a water treatment facility and wastewater treatment facility.  Artesian Storm Water was formed to expand contract work related to the design, installation, maintenance and repair services associated with existing or proposed storm water management systems in Delaware and the surrounding areas.
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Inflation


We are affected by inflation, most notably by the continually increasing costs required to maintain, improve and expand our service capability.  The cumulative effect of inflation results in significantly higher facility costs compared to investments made 20 to 40 years ago, which must be recovered from future cash flows.


Results of Operations – Analysis of the Three Months Ended June 30, 20202021 Compared to the Three Months Ended June 30, 2019.2020.

Operating Revenues

Revenues totaled $21.8$22.6 million for the three months ended June 30, 2020, $1.12021, $0.8 million, or 5.3%3.7%, more than revenues for the three months ended June 30, 20192020. Water sales revenue increased $1.2$0.7 million, or 6.8%3.4%, for the three months ended June 30, 20202021 from the corresponding period in 2019,2020, primarily due to an increase in residentialnon-residential consumption revenue. This increase isrevenue, partially offset by a decrease in non-residentialresidential consumption revenue.  In addition, DSIC revenue and fixed fee revenue increased.  The DSIC rate effective January 1, 2019 was 5.55%.  The DSIC rate effective January 1, 2020 was 7.50%.increased related to customer growth.  We realized 89.3%89.0% and 88.1%89.3% of our total operating revenue for the three months ended June 30, 20202021 and June 30, 2019,2020, respectively, from the sale of water.

Other utility operating revenue decreasedincreased slightly for the three months ended June 30, 2021 compared to the three months ended June 30, 2020.  The increase in wastewater revenue from customer growth was offset by a decrease in industrial wastewater service revenue resulting from an adjustment, pursuant to a settlement agreement, of approximately $0.4 million related to the minimum required volume of wastewater under contract.

Non-utility operating revenue increased approximately $0.1 million, or 5.7%10.6%, for the three months ended June 30, 20202021 compared to the three months ended June 30, 2019.2020.  The decreaseincrease is primarily due to a decrease in service and finance charges, related to executive orders issued by state governmental agencies requiring utility companies to prohibit late fees and service disconnections for non-payment.  This decrease is partially offset by an increase in wastewatercontract service revenue from customer growth.

Non-utility operating revenue decreased approximately $0.1 million, or 5.0%,related to a contract for the three months ended June 30, 2020 compared to the three months ended June 30, 2019.  The decrease is primarily due to a decreasedesign and construction of wastewater infrastructure and an increase in contract serviceService Line Protection Plan revenue.
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Operating Expenses

Operating expenses, excluding depreciation and income taxes, increased $0.1$0.6 million, or 1.0%4.9%, for the three months ended June 30, 2020,2021, compared to the same period in 2019,2020, primarily related to an increase in utility operating expenses and non-utility operating expenses of $0.4 million and $0.1 million.million, respectively.

Utility operating expenses increased $0.1$0.4 million, or 1.2%4.2%, for the three months ended June 30, 20202021 compared to the three months ended June 30, 2019.2020.  The net increase is primarily related to the following.

Bad debt expense increased $0.3 million, related to executive orders issued by state governmental agencies requiring utility companies to prohibit late fees and service disconnections for non-payment resulting in a longer receivable cycle and the need for increased reserves for bad debt.
Payroll and employee benefit costs increased $0.1$0.2 million, primarily related to an increase in overall wagescompensation and an increase in employee benefits costs.
General administration expenses decreased $0.2 million, primarily related to reduced in person group activity costs, such as meetings, training and conferences, as well as a decrease in employee recruitment costs.the number of employees.
Purchased water expenses decreasedcosts increased $0.2 million, related to the timing of water purchased under contract.
Repair and maintenance costs increased $0.2 million, related to an increase in maintenance costs primarily associated with water and wastewater treatment facilities and equipment and an increase in fuel costs.
Water treatment costs increased $0.1 million, primarily related to the timing of purchases under contract.water treatment chemical usage.
Administrative costs decreased $0.3 million, primarily due to a decrease in bad debt reserve related to non-payment of water customer receivable balances resulting from the COVID-19 pandemic partially offset by an increase in overall employee related costs and professional service fees as well as an increase in legal expenses related to a settlement agreement concerning the payment of fees by an industrial wastewater customer.

Non-utility operating expenses increased $0.1 million, or 17.6%, for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, primarily due to an increase in payroll and employee benefit costs, an increase in costs associated with the wastewater infrastructure design and construction contract, and an increase in plumbing services related to Service Line Protection Plan repairs.
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The ratio of operating expense, excluding depreciation and income taxes, to total revenue was 52.4%53.0% for the three months ended June 30, 2020,2021, compared to 54.6%52.4% for the three months ended June 30, 2019.2020.

FederalDepreciation and state income taxamortization expense increased $0.2$0.3 million, or 16.0%10.5%, primarily due to increased pre-tax book incomecontinued investment in 2020 comparedutility plant providing supply, treatment, storage and distribution of water to 2019.

Interest Charges

Interest expense increased $0.1 million, primarily duecustomers and service to an increase in long-term debt interest related to the Series V First Mortgage Bond issued on December 17, 2019.  This increase is partially offset by a decrease in short-term debt interest, primarily related to lower interest rates and short-term borrowing levels in 2020.

our wastewater customers.

Net Income

Our net income applicable to common stock increased $0.8 million.  Operating revenues increased $1.1 million and other income, net increaseddecreased $0.1 million, whileor 1.3%, primarily due to a decrease in net operating expenses increased $0.3 million and interest expense increased $0.1 million.income.

Results of Operations – Analysis of the Six Months Ended June 30, 20202021 Compared to the Six Months Ended June 30, 2019.2020.

Operating Revenues

Revenues totaled $41.7$43.3 million for the six months ended June 30, 2020,2021, $1.6 million, or 4.0%3.9%, more than revenues for the six months ended June 30, 20192020. Water sales revenue increased $1.7$1.1 million, or 4.8%3.0%, for the six months ended June 30, 20202021 from the corresponding period in 2019,2020, primarily due to an increase in residential consumption revenue. This increase is partially offset by a decrease inand non-residential consumption revenue.  In addition, DSIC revenue and fixed fee revenue increased.  The DSIC rate effective January 1, 2019 was 5.55%.  The DSIC rate effective January 1, 2020 was 7.50%.increased related to customer growth.  We realized 88.4%87.6% and 87.7%88.4% of our total operating revenue for the six months ended June 30, 20202021 and June 30, 2019,2020, respectively, from the sale of water.





Other utility operating revenue increased approximately $0.1$0.2 million, or 2.9%10.2%, for the six months ended June 30, 20202021 compared to the six months ended June 30, 2019.2020.  The increase is primarily due to an increase in wastewater revenue from customer growth.  This increase isgrowth, partially offset by a decrease in industrial wastewater service and finance charges,revenue resulting from an adjustment, pursuant to a settlement agreement, of approximately $0.4 million related to executive orders issued by state governmental agencies requiring utility companies to prohibit late fees and service disconnections for non-payment.the minimum required volume of wastewater under contract.

Non-utility operating revenue decreasedincreased approximately $0.1$0.3 million, or 5.3%12.6%, for the six months ended June 30, 20202021 compared to the six months ended June 30, 2019.2020.  The decreaseincrease is primarily due to a decreasean increase in contract service revenue.  This decrease is partially offset byrevenue related to a contract for the design and construction of wastewater infrastructure and an increase in SLPService Line Protection Plan revenue.
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Operating Expenses

Operating expenses, excluding depreciation and income taxes, increased $0.2$1.2 million, or 1.0%5.1%, for the six months ended June 30, 2020,2021, compared to the same period in 2019.  The components of the change in operating expenses2020, primarily includerelated to an increase in utility operating expenses and non-utility operating expenses of $0.2$0.8 million and an increase in property and other taxes of $0.1$0.3 million, partially offset by a $0.1 million decrease in non-utility operating expenses.respectively.

Utility operating expenses increased $0.2$0.8 million, or 1.2%4.1%, for the six months ended June 30, 20202021 compared to the six months ended June 30, 2019.  2020.  The net increase is primarily related to the following.

Bad debt expense increased $0.3 million, related to executive orders issued by state governmental agencies requiring utility companies to prohibit late fees and service disconnections for non-payment resulting in a longer receivable cycle and the need for increased reserves for bad debt.
Payroll and employee benefit costs increased $0.3$0.2 million, primarily related to an increase in overall wagescompensation and an increase in employee benefits costs.
Purchased power expenses increased $0.1 million, primarily due to higher operational usage.
General administration expenses decreased $0.2 million, primarily related to reduced in person group activity costs, such as meetings, training and conferences, as well as a decrease in consulting services.the number of employees.
Purchased water expenses decreasedcosts increased $0.2 million, primarily related to the timing of purchaseswater purchased under contract.
Repair and maintenance expensescosts increased $0.2 million, related to an increase in maintenance costs primarily associated with water and wastewater treatment facilities and equipment and an increase in fuel costs.
Water treatment costs increased $0.1 million, primarily related to the timing of water treatment chemical usage.
Administrative costs decreased $0.1$0.3 million, primarily due to a decrease in bad debt reserve related to non-payment of water customer receivable balances resulting from the timing of tank maintenance,COVID-19 pandemic partially offset by an increase in overall employee related costs and professional service fees as well as an increase in legal expenses related to a settlement agreement concerning the payment of fees by an industrial wastewater customer.
Water treatment costs increased $0.1 million, primarily related to an agreement to provide reciprocal services for certain service areas within Sussex County.the timing of water treatment chemical usage.


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Non-utility operating expenses decreased $0.1increased $0.3 million, or 5.4%21.5%, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a decreasean increase in costs associated with the wastewater infrastructure design and construction contract, an increase in payroll and employee benefit costs and contract service costs, partially offset by an increase in plumbing services related to the SLP Plans.Service Line Protection Plan repairs.

The ratio of operating expense, excluding depreciation and income taxes, to total revenue was 54.6%55.2% for the six months ended June 30, 2020,2021, compared to 56.2%54.6% for the six months ended June 30, 2019.2020.

FederalDepreciation and state income taxamortization expense increased $0.4$0.5 million, or 15.7%10.0%, primarily due to increased pre-tax book income in 2020 compared to 2019.

Property and other taxes increased $0.1 million, or 3.8%, primarily due to an increasecontinued investment in utility plant subjectproviding supply, treatment, storage and distribution of water to taxation. Property taxes are assessed on land, buildingscustomers and certain utility plant, which include the footage and size of pipe, hydrants and wells.service to our wastewater customers.

Other Income, Net

Other income, net increased $0.6$0.1 million, primarily due to an increase in miscellaneous income of $0.3 million related to an increase in the annual patronage refund from CoBank, ACB.  The primary refund is calculatedcalculation for both 2021 and 2020 was based on 0.8% of the average loan balance outstanding.  In addition, in 2020 CoBank, ACB issued a one-time additionalspecial patronage distribution based on 0.165% and 0.1% of the average loan balance outstanding.outstanding was refunded in March 2021 and March 2020, respectively.  Allowance for funds used during construction, or AFUDC, increased $0.3decreased $0.1 million as a result of higherlower long-term construction activity subject to AFUDC for the six months ended June 30, 20202021 compared to the same period in 2019.

Interest Charges

Interest expense increased $0.3 million, primarily due to an increase in long-term debt interest related to the Series V First Mortgage Bond issued on December 17, 2019.  This increase is partially offset by a decrease in short-term debt interest, primarily related to lower interest rates and short-term borrowing levels in 2020.  Customer deposit interest decreased $0.1 million from the 2019 customer refund amount held in reserve related to the Tax Cuts and Jobs Act.


Net Income

Our net income applicable to common stock increased $1.3 million.  Operating revenues increased $1.6$0.1 million, andor 0.8%, primarily related to an increase in other income, net increased $0.6 million, while operating expenses increased $0.6 million and interest expense increased $0.3 million.net.
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LIQUIDITY AND CAPITAL RESOURCES

Overview

Our primary sources of liquidity for the six months ended June 30, 20202021 were $11.8$16.5 million of cash provided by operating activities, $5.7$9.8 million in net contributions and advances from developers, $7.2$1.7 million from linesthe issuance of credit borrowingslong-term debt and $0.9 million in net proceeds from the issuance of common stock.  Cash flow from operating activities is primarily provided by our utility operations, and is impacted by the timeliness and adequacy of rate increases and changes in water consumption as a result of year-to-year variations in weather conditions, particularly during the summer.  A significant part of our ability to maintain and meet our financial objectives is to ensure that our investments in utility plant and equipment are recovered in the rates charged to customers.  As such, from time to time, we file rate increase requests to recover increases in operating expenses and investments in utility plant and equipment.  We will continue to borrow on available lines of credit in order to satisfy current liquidity needs.  In addition, the Company has a long history of paying regular quarterly dividends as approved by our Board of Directors using net cash from operating activities.

Investment in Plant and Systems

The primary focus of our investments is to continue to provide high quality reliable service to our growing service territory.  Capital expenditures during the first six months of 20202021 were $20.6$22.1 million compared to $18.2$20.6 million during the same period in 2019.2020.  During the first six months of 2020,2021, we invested approximately $4.4$11.2 million for our rehabilitation program for transmission and distribution facilities by replacing aging or deteriorating mains and for installing new transmission and distribution facilities.mains.  We invested $4.0$4.5 million to enhance or improve existing treatment facilities and replace aging wells and pumping equipment to better serve our customers.  We invested $1.1$0.7 million for equipment purchases, computer hardware and software upgrades and transportation equipment.  Developers financed $2.2$2.9 million for the installation of water mains and hydrants in 20202021 compared to $1.9$2.2 million in 2019.2020.  We invested $0.8$0.5 million to upgrade and automate our meter reading equipment.  We invested approximately $2.6$1.4 million in mandatory utility plant expenditures due to governmental highway projects, which required the relocation of water service mains in addition to facility improvements and upgrades.  We invested $1.9$0.9 million in wastewater projects in Delaware.  In addition, on April 2, 2020, Artesian Water invested $3.6 million to purchase water system operating assets from the Town of Frankford.

We depend on the availability of capital for expansion, construction and maintenance.  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, including short-term borrowings under our revolving credit agreements discussed below. We expect to fund our activities for the next twelve months using our available cash balances, bank credit lines, projected cash generated from operations, state revolving fund loans and potential capital market financing.  We believe that internally generated funds along with existing credit facilities will be adequate to provide sufficient working capital to maintain normal operations and to meet our financing if necessary.requirements.  However, because part of our business strategy is to expand through strategic acquisitions, we may seek additional debt financing or issue additional equity securities to finance future acquisitions or for other purposes.  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.

Lines of Credit and Long TermLong-Term Debt

At June 30, 2020,2021, Artesian Resources had a $40 million line of credit with Citizens Bank, or Citizens, which is available to all subsidiaries of Artesian Resources. As of June 30, 2020,2021, there was $32.8$32.3 million of available funds under this line of credit.  The interest rate for borrowings under this line is the London Interbank Offered Rate, or LIBOR, plus 0.85%1.00%.  It is expected that the LIBOR rate will no longer be published for most currencies as of December 31, 2021, however, publication for USD currency should continue through June 30, 2023.  As a result, it is possible that, in the future, the LIBOR rate may become unavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans.  In light of this eventuality, Citizens currently has initiatives underway to identify new or alternative reference rates to be used in place of the LIBOR rate.  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 August 21, 2020May 22, 2022 or any date on which Citizens demands payment. The Company expects to renew this line of credit.

At June 30, 20202021, Artesian Water had a $20 million line of credit with CoBank, ACB, or CoBank, that allows for the financing of operations for Artesian Water, with up to $10 million of this line available for the operations of Artesian Water Maryland. As of JuneJune 30, 2020,2021, there was $12.5$2.0 million of available funds under this line of credit.  The interest rate for borrowings under this line allows the Company to select either LIBOR plus 1.50% or a weekly variable rate established by CoBank; the Company has historically used the weekly variable interest rate.  The term of this line of credit expires on October 20, 2020.July 30, 2022. Artesian Water expects to renew this line of credit.

Line of Credit Commitments
Commitment Due by Period
 
 
In thousands
Less than
1 Year
 
1-3 Years
 
4-5 Years
 
Over 5 Years
 
Lines of Credit 
$
14,735
  $--  $--  $-- 
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Line of Credit Commitments
Commitment Due by Period
 
 
In thousands
Less than
1 Year
 
1-3 Years
 
4-5 Years
 
Over 5 Years
 
Lines of Credit 
$
25,693
  $--  $--  $-- 

Contractual Obligations Payments Due by Period  Payments Due by Period 
In thousands 
Less than
1 Year
  
1-3
Years
  
4-5
Years
  
After 5
Years
  Total  
Less than
1 Year
  
1-3
Years
  
4-5
Years
  
After 5
Years
  Total 
First mortgage bonds (principal and interest) $6,650  $13,218  $13,115  $194,734  $227,717  $6,623  $13,169  $13,056  $188,219  $221,067 
State revolving fund loans (principal and interest)  1,002   838   674   3,963   6,477   933   1,486   1,125   3,828   7,372 
Promissory note (principal and interest)  960   1,921   1,921   13,018   17,820   960   1,920   1,923   12,056   16,859 
Operating leases  42   60   46   1,317   1,465   37   46   47   1,303   1,433 
Operating agreements  72   85   78   890   1,125   70   76   80   846   1,072 
Unconditional purchase obligations  3,881   2,042   57   ---   5,980   3,073   1,476   1,371   345   6,265 
Tank painting contractual obligation  392   784   ---   ---   1,176 
Total contractual cash obligations $12,607  $18,164  $15,891  $213,922  $260,584  $12,088  $18,957  $17,602  $206,597  $255,244 



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.  In addition, we are required to abide by certain financial covenants and ratios.  As of June 30, 2020,2021, 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 has an amortizing mortgage payment payable over a 20-year period.  The promissory note obligation has an amortizing payment payable over a 20-year period.  The first mortgage bonds, the state revolving fund loansloan and the promissory note have certain financial covenant provisions, the violation of which could result in default and require the obligation to be immediately repaid, including all interest.  We have not experienced conditions that would result in our default under these agreements.

On December 17, 2019,July 15, 2021, Artesian Water entered into a Bond PurchaseFinancing Agreement, relatingor the Financing Agreement, with the Delaware Drinking Water State Revolving 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 has agreed to advance to Artesian Water up to approximately $2.5 million, or the Loan, to finance all or a portion of the cost to acquire the Town of Frankford water system and to replace water transmission mains and renew services and hydrants in the Town of Frankford, collectively, the Project.  In accordance with the Financing Agreement, Artesian Water will from time to time request funds under the Loan as it incurs costs in connection with the Project.  Artesian Water will request an initial draw of approximately $1.5 million for the acquisition of the Town of Frankford water system.  Upon receipt of the initial draw, an amount equal to approximately $1.5 million will be automatically forgiven by the Department and shall no longer be considered outstanding or unpaid principal under the Financing Agreement.  The Company shall pay to the issue and sale by Artesian Water to CoBank of a $30 millionDepartment, on the principal amount First Mortgage Bond, Series V, or the Series V Bond, due October 31, 2049, or the Maturity Date.  The Series V Bond was issued pursuant to Artesian Water’s Indenture of Mortgage dated as of July 1, 1961, as amendeddrawn down and supplemented by supplemental indentures, including the Twenty-Fourth Supplemental Indenture dated as of December 17, 2019 from Artesian Water to Wilmington Trust Company, as Trustee.  The Indenture is a first mortgage lien against substantially all of Artesian Water’s utility plant.  The proceedsoutstanding from the sale of the Series V Bond were used to pay down outstanding lines of credit of the Company anddate drawn, interest at a loan payable to Artesian Resources.  The DEPSC approved the issuance of the Series V Bond on November 14, 2019.

The Series V Bond carries an annual interest rate of 4.42% through but excluding1.0% per annum and an administrative fee at the Maturity Date. Interest is payable on January 30th, April 30th, July 30th and October 30th in each year and on the Maturity Date, beginning January 30, 2020 until Artesian Water’s obligation with respect to the paymentrate of principal, premium (if any) and interest shall be discharged.  Overdue payments shall bear interest as provided in the Twenty-Fourth Supplemental Indenture.  The term of the Series V Bond also includes certain limitations on Artesian Water’s indebtedness.1.0% per annum.

On April 28, 2020, Artesian Water entered into three financing agreements, or the Financing Agreements, with the Delaware Drinking Water State Revolving 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 Agreements, the Department has agreed to advance to Artesian Water up to approximately $1.7 million, $1.0 million and $1.3 million, collectively, the Loans, to finance all or a portion of the costs to replace specific water transmission mains in service areas located in New Castle County, Delaware, collectively, the Projects.  In accordance with the Financing Agreements, Artesian Water will from time to time request funds under the Loans as it incurs costs in connection with the Projects.  The Company shall pay to the Department, on the principal amount drawn down and outstanding from the date drawn, interest at a rate of 0.6% per annum and an administrative fee at the rate of 0.6% per annum.  As of June 30, 2020, no funds were2021, approximately $1.7 million was borrowed under the Loans.

In order to control purchased power costs,cost, in August 2018 Artesian Water entered into an electric supply contract with MidAmerican. The fixed rate for MidAmerican was lowered 10.8% starting in September 2018.  The previous contract term was in effect since October 2015.  The current fixed price contract is effective from September 2018 through May 2022.  In February 2021, Artesian Water entered into a new electric supply contract with MidAmerican that is effective from May 2021 to May 2025.  The fixed rate will be lowered 5.6% starting in May 2021.  In August 2018, Artesian Water Maryland entered into an electric supply agreement with Constellation NewEnergy.  The fixed rate for Constellation NewEnergy was lowered 4.9% starting in May 2019.  The previous contract term was in effect since December 2015.  The current fixed price contract is effective from May 2019 through May 2022.
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Payments for unconditional purchase obligations reflect minimum water purchase obligations based on rates that are subject to change under ourtwo interconnection agreementagreements with the Chester Water Authority,Authority.  One agreement that is currently in effect has a “take or pay” clause requiring us to purchase 3 million gallons per day, which expires on December 31, 20212021.  The other agreement is effective from January 1, 2022 through December 31, 2026, and has a “take or pay” clause requiring us to purchase water on a step down schedule through July 5, 2022, thereafter requiring us to purchase 0.5 million gallons per day.  In addition, payments for unconditional purchase obligations reflect minimum water purchase obligations based on a contract rate under our interconnection agreement with the Town of North East, which expires June 26, 2024.

In April 2021, Artesian Water entered into a 3-year agreement with Worldwide Industries Corporation effective July 1, 2021 to paint elevated water storage tanks.  Pursuant to the 3-year agreement, the total expenditure for the three years is $1.2 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, including any arrangements with any structured finance, special purpose or variable interest entities.


Critical Accounting Assumptions, Estimates and Policies; Recent Accounting Pronouncements

This discussion and analysis of our financial condition and results of operations is based on the accounting policies used and disclosed in our 20192020 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our annual report on Form 10-K for the year ended December 31, 2019.2020.  The preparation of those financial statements required management to make assumptions and estimates that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods.  Actual amounts or results could differ from those based on such assumptions and estimates.

Our critical accounting policies are described in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-K for the year ended December 31, 2019.2020.  There have been no changes in our critical accounting policies.  Our significant accounting policies are described in our notes to the 20192020 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.2020.

Information concerning our implementation and the impact of recent accounting pronouncements issued by the FASB is included in the notes to our 20192020 consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 20192020 and also in the notes to our unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q.  We did not adopt any accounting policy in the first six months of 20202021 that had a material impact on our financial condition, liquidity or results of operations.

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ITEM 3 -QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to the risk of fluctuating interest rates in the normal course of business.  Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt.  The Company's exposure to interest rate risk related to existing fixed rate, long-term debt is due to the term of the majority of our First Mortgage Bonds and the term of the promissory note, which have final maturity dates ranging from 2028 to 2038,2049, and interest rates ranging from 4.24% to 5.96%, which exposes the Company to interest rate risk as interest rates may drop below the existing fixed rate of the long-term debt prior to such debt’s maturity.  In addition, the Company has interest rate exposure on $60 million of variable rate lines of credit, with two banks, under which the interim bank loans payable at June 30, 20202021 were approximately $14.7$25.7 million.  An increase in the variable interest rates will result in an increase in the cost of borrowing on thisthese variable rate line.lines of credit.  Also, changes in LIBOR could affect our operating results and liquidity.  We are also exposed to market risk associated with changes in commodity prices.  Our risks associated with price increases in chemicals, electricity and other commodities are mitigated by our ability to recover our costs through rate increases to our customers.  We have also sought to mitigate future significant electric price increases by signing multi-year supply contracts at fixed prices.
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ITEM 4 – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.  Based upon thatthis evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were designed to provideeffective in providing reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms and (2) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  In addition, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to achieve the foregoing objectives. A control system cannot provide absolute assurance, however, that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  The COVID-19 pandemic has had no impact on the Company’s internal controls over financial reporting.  The Company has had and continues to have the same processes as was the case prior to the pandemic.
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PART II - OTHER INFORMATION

ITEM 1 –LEGAL PROCEEDINGS

Periodically, we are involved in other proceedings or litigation arising in the ordinary course of business.  We do not believe that the ultimate resolution of these matters will materially affect our business, financial position or results of operations.  However, we cannot ensure that we will prevail in any litigation and, regardless of the outcome, may incur significant litigation expense and may have significant diversion of management attention.


ITEM 1A – 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, 2019,2020, 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, except as follows:10-K.

Our business, results of operations, financial condition, cash flows and stock price may be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of the coronavirus, or COVID-19.

Our business, results of operations, financial condition, cash flows and stock price may be adversely affected by pandemics, epidemics or other public health emergencies, such as the recent outbreak of COVID-19.  In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.  The outbreak has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.

We are considered an essential utility service company, as defined by the U.S. Department of Homeland Security.  Although we have continued to operate our business to date consistent with federal guidelines and state and local orders, the outbreak of COVID-19 and any preventive or protective actions taken by governmental authorities may have an adverse effect on our operations.  The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, depending upon the severity and duration of the outbreak and the effectiveness of actions taken to contain or mitigate its effects.  Any resulting financial impact cannot be estimated reasonably at this time, but results of operations, financial condition and cash flows could be adversely impacted.  State government agencies issued executive orders requiring utility companies to take a number of steps to support their customers and communities, including prohibiting service disconnections for non-payment and prohibiting late fees.  As a result, the Company anticipates a longer receivable cycle, the need for increased reserves for bad debt, along with changes in revenue mix between commercial and residential.  Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely impact our stock price.  To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in our 2019 Annual Report on Form 10-K, such as those relating to our financial performance.
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ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.None.


ITEM 3 –DEFAULTS UPON SENIOR SECURITIES

Not applicable.None.

ITEM 4 –MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

Not applicable.None.





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ITEM 6 - EXHIBITS

Exhibit No.Description
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health.  Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on April 30, 2020.
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020A-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health.  Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on April 30, 2020.
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health.  Incorporated by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed on April 30, 2020.
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020B-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health.  Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed on April 30, 2020.
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed on April 30, 2020.
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020C-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health.  Incorporated by reference to Exhibit 10.6 filed with the Company’s Form 8-K filed on April 30, 2020.
Asset Purchase Agreement, dated June 11, 2020 by and among Artesian Water Company Inc., a Delaware corporation, and the City of Delaware City, a Delaware municipality. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on June 16, 2020.
  
Certification of Chief Executive Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*
  
Certification of Chief Financial Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*
  
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350).**
  
101101.BAL
The following financial statements from Artesian Resources Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) theXBRL Condensed Consolidated Balance Sheets (unaudited); (ii) the*
101.OPS
Inline XBRL Condensed Consolidated Statements of Operations (unaudited); (iii) the*
101.CSHInline XBRL Condensed Consolidated Statements of Cash Flows (unaudited); and (iv) the*
101.NTSInline XBRL Notes to the Condensed Consolidated Financial Statements (unaudited) that have been detail tagged.*
104
The cover page from Artesian Resources Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020,2021, formatted in Inline iXBRL (contained in exhibit 101).*

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARTESIAN RESOURCES CORPORATION

Date: August 6, 2021By:/s/ DIAN C. TAYLOR
  Dian C. Taylor (Principal Executive Officer)

Date: August 6, 2021By:/s/ DAVID B. SPACHT
David B. Spacht (Principal Financial Officer)



*   Filed herewith
** Furnished herewith

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