Artesian Resources Corp 10-Q for FY2022 Q2

Artesian Resources Corp (ARTNA)

10-Q 2022-08-05 For: 2022-06-30

Added on April 06, 2026

About this 10-Q

Artesian Resources Corp filed this 10-Q on August 5, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $25.01M; up 11.3% from $22.47M a year earlier
Net income: $5.05M; up 12.0% from net income of $4.51M a year earlier
Diluted EPS: $0.53; up 10.4% from $0.48 a year earlier

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Delaware	51-0002090
--------------------------------------------------------------------	-------------------------------------------------
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

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

Part I	-	Financial Information:

Item 1	-	Financial Statements	Page(s)

		Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 (unaudited)	3

		Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	5

		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)	6

		Notes to the Condensed Consolidated Financial Statements	7 - 21

Item 2	-	Management's Discussion and Analysis of Financial Condition and Results of Operations	22 - 30

Item 3	-	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4	-	Controls and Procedures	31

Part II	-	Other Information	31

Item 1	-	Legal Proceedings	31

Item 1A	-	Risk Factors	32

Item 2	-	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3		Defaults Upon Senior Securities	32

Item 4		Mine Safety Disclosures	32

Item 5		Other Information	32

Item 6	-	Exhibits	33

Signatures

ASSETS	June 30, 2022		December 31, 2021
Utility plant, at original cost (less accumulated depreciation - 2022 - $172,261; 2021 - $159,385)	$	639,513	$	590,431
Current assets
Cash and cash equivalents		220		92
Accounts receivable (less allowance for doubtful accounts - 2022 - $466; 2021 - $429)		8,114		8,367
Income tax receivable		766		2,234
Unbilled operating revenues		2,149		1,080
Materials and supplies		2,869		1,933
Prepaid property taxes		21		2,306
Prepaid expenses and other		2,792		2,652
Total current assets		16,931		18,664
Other assets
Non-utility property (less accumulated depreciation - 2022 - $956; 2021 - $919)		3,759		3,751
Other deferred assets		7,116		5,097
Operating lease right of use assets		445		451
Total other assets		11,320		9,299
Regulatory assets, net		6,314		6,321
Total Assets	$	674,078	$	624,715

LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity
Common stock	$	9,459	$	9,414
Preferred stock		—		—
Additional paid-in capital		105,984		104,989
Retained earnings		65,459		63,607
Total stockholders' equity		180,902		178,010
Long-term debt, net of current portion		173,597		143,259
		354,499		321,269
Current liabilities
Lines of credit		9,580		26,703
Current portion of long-term debt		1,996		1,591
Dividends payable		2,581		—
Accounts payable		8,576		10,206
Accrued expenses		3,748		4,038
Overdraft payable		334		30
Accrued interest		896		917
Income taxes payable		792		-
Customer and other deposits		2,394		2,273
Other		2,593		1,448
Total current liabilities		33,490		47,206

Commitments and contingencies

Deferred credits and other liabilities
Net advances for construction		4,174		4,295
Operating lease liabilities		440		440
Regulatory liabilities		21,632		21,260
Deferred investment tax credits		447		456
Deferred income taxes		52,701		53,133
Total deferred credits and other liabilities		79,394		79,584

Net contributions in aid of construction		206,695		176,656
Total Liabilities and Stockholders’ Equity	$	674,078	$	624,715

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022		2021
Operating revenues
Water sales	$	19,722		$	20,078		$	37,865	$	37,908
Other utility operating revenue		2,914			1,014			5,440		2,390
Non-utility operating revenue		2,375			1,377			3,893		2,815
Total Operating Revenues		25,011			22,469			47,198		43,113

Operating expenses
Utility operating expenses		10,070			9,661			20,566		19,166
Non-utility operating expenses		1,905			862			2,847		1,777
Depreciation and amortization		3,055			2,976			6,140		5,988
State and federal income taxes		1,725			1,542			3,144		2,893
Property and other taxes		1,413			1,341			2,914		2,761
Total Operating Expenses		18,168			16,382			35,611		32,585

Operating income		6,843			6,087			11,587		10,528

Other income, net
Allowance for funds used during construction (AFUDC)		324			371			505		615
Miscellaneous (expense) income		(33	)		(59	)		1,412		1,343

Income before interest charges		7,134			6,399			13,504		12,486

Interest charges		2,088			1,894			3,975		3,775

Net income applicable to common stock	$	5,046		$	4,505		$	9,529	$	8,711

Income per common share:
Basic	$	0.53		$	0.48		$	1.01	$	0.93
Diluted	$	0.53		$	0.48		$	1.01	$	0.93

Weighted average common shares outstanding:
Basic		9,452			9,395			9,438		9,381
Diluted		9,470			9,425			9,464		9,416

Cash dividends per share of common stock	$	0.2729		$	0.2610		$	0.5404	$	0.5181

	For the Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,529		$	8,711
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,140			5,988
Deferred income taxes, net		(640	)		(3,073	)
Stock compensation		104			92
AFUDC, equity portion		(349	)		(415	)

Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net of allowance for doubtful accounts		204			434
Income tax receivable		1,468			559
Unbilled operating revenues		(704	)		(599	)
Materials and supplies		(936	)		68
Prepaid property taxes		2,862			1,891
Prepaid expenses and other		(130	)		(754	)
Other deferred assets		511			(467	)
Regulatory assets		185			(71	)
Regulatory liabilities		(254	)		(297	)
Income tax payable		792			2,362
Accounts payable		(4,680	)		(1,071	)
Accrued expenses		(934	)		(124	)
Accrued interest		(21	)		(25	)
Deposits and other		441			567
NET CASH PROVIDED BY OPERATING ACTIVITIES		13,588			13,776

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (net of AFUDC, equity portion)		(23,266	)		(19,418	)
Investment in acquisitions, net of cash acquired		(6,341	)		—
Proceeds from sale of assets		41			15
NET CASH USED IN INVESTING ACTIVITIES		(29,566	)		(19,403	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net (repayments) under lines of credit agreements		(17,123	)		(1,120	)
Deferred debt issuance cost		(102	)		—
Increase in overdraft payable		304			403
Net advances and contributions in aid of construction		8,013			9,786
Net proceeds from issuance of common stock		936			941
Issuance of long-term debt		30,000			1,720
Dividends paid		(5,096	)		(4,856	)
Principal repayments of long-term debt		(826	)		(906	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		16,106			5,968

NET INCREASE IN CASH AND CASH EQUIVALENTS		128			341

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		92			28

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	220		$	369

Non-cash Investing and Financing Activity:
Utility plant received as construction advances and contributions	$	3,243		$	2,334
Dividends declared but not paid		2,581			2,454
Amounts included in accounts payable and accrued payables related to capital expenditures		1,761			2,723

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	3,996		$	3,800
Income taxes paid	$	743		$	3,248


Preliminary purchase price of allocation of investment in acquisitions:
Utility plant	$	28,335		$	—
Cash		280			—
Other assets		3,580			—
Total assets		32,195			—
Less:
Liabilities		3,536			—
Future contractual obligation payable to seller		1,569			—
Contributions in aid of construction		20,469			—
Cash paid for acquisition		6,621			—
Cash received from acquisition		280			—
Net cash paid for acquisition	$	6,341		$	—

	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, 2020		8,475		882	$	8,475	$	882	$	103,463	$	56,606		$	169,426
Net income		—		—		—		—		—		4,206			4,206
Cash dividends declared
Common stock		—		—		—		—		—		(2,406	)		(2,406	)
Issuance of common stock
Dividend reinvestment plan		3		—		3		—		95		—			98
Employee stock options and awards(4)		22		—		22		—		438		—			460
Employee Retirement Plan(3)		2		—		2		—		84		—			86
Balance as of March 31, 2021		8,502		882		8,502		882		104,080		58,406			171,870
Net income		—		—		—		—		—		4,505			4,505
Cash dividends declared
Common stock		—		—		—		—		—		(4,904	)		(4,904	)
Issuance of common stock
Dividend reinvestment plan		2		—		2		—		103		—			105
Employee stock options and awards(4)		11		—		11		—		165		—			176
Employee Retirement Plan(3)		3		—		3		—		105		—			108
Balance as of June 30, 2021		8,518		882		8,518		882		104,453		58,007			171,860

(in thousands)	Three months ended June 30, 2022		Three months ended June 30, 2021			Six months ended June 30, 2022		Six months ended June 30, 2021
Tariff Revenue
Consumption charges	$	12,182	$	12,660		$	22,749	$	23,078
Fixed fees		7,751		6,872			15,529		13,871
Service charges		137		119			293		320
DSIC		1,282		1,316			2,464		2,488
Metered wastewater services		129		—			269		—
Industrial wastewater services		422		(384	)		828		(379	)
Total Tariff Revenue	$	21,903	$	20,583		$	42,132	$	39,378

Non-Tariff Revenue
Service line protection plans	$	1,217	$	1,134		$	2,439	$	2,230
Contract operations		242		217			453		447
Design and installation		978		62			1,101		212
Inspection fees		66		52			106		136
Total Non-Tariff Revenue	$	2,503	$	1,465		$	4,099	$	3,025
Other Operating Revenue	$	605	$	421		$	967	$	710
Total Operating Revenue	$	25,011	$	22,469		$	47,198	$	43,113

	(in thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

Minimum rentals	$	2	$	7	$	9	$	14
Contingent rentals		—		—		—		—

	$	2	$	7	$	9	$	14

	(in thousands, except lease term and discount rate)
	June 30, 2022			December 31, 2021

Operating Leases:
Operating lease right-of-use assets	$	445		$	451

Other current liabilities	$	2			6
Operating lease liabilities		440			440
Total operating lease liabilities	$	442		$	446


Weighted Average Remaining Lease Term
Operating leases	61 years			61 years
Weighted Average Discount Rate
Operating leases		5.0	%		5.0	%

	(in thousands)
	Operating Leases
Year
2023	$	24
2024		24
2025		24
2026		24
2027		25
Thereafter		1,330
Total undiscounted lease payments	$	1,451
Less effects of discounting		(1,009	)
Total lease liabilities recognized	$	442

	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 FairValue
Plan options/restricted stock awards
Outstanding at January 1, 2022		83,000		$	21.65			$	2,048		5,000		$	40.11
Granted		—			—				—		5,000			45.58
Exercised/vested and released		(35,750	)		20.93				905		(5,000	)		40.11
Expired/cancelled		—			—				—		—			—
Outstanding at June 30, 2022		47,250		$	22.20		1.425	$	1,274		5,000		$	40.11

Exercisable/vested at June 30, 2022		47,250		$	22.20		1.425	$	1,274		—			—

In thousands	June 30, 2022	December 31, 2021

Investment in CoBank	$5,351	$4,850
Other deferred assets	1,765	247
	$7,116	$5,097

Expense	Years Amortized
Deferred contract costs and other	5
Rate case studies	5
Delaware rate proceedings	2.5
Maryland rate proceedings	5
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

Regulatory assets, net of amortization, comprise:
	(in thousands)
	June 30, 2022		December 31, 2021

Deferred income taxes	$	475	$	355
Deferred contract costs and other		258		288
Debt related costs		4,829		4,902
Goodwill		269		273
Deferred acquisition and franchise costs		483		503
	$	6,314	$	6,321

Application Date	11/20/20
DEPSC Approval Date	12/14/20
Effective Date	01/01/21
Cumulative DSIC Rate	7.50%
Net Eligible Plant Improvements – Cumulative Dollars (in millions)	$43.1
Eligible Plant Improvements – Installed Beginning Date	10/01/2014
Eligible Plant Improvements – Installed Ending Date	04/30/2019

In thousands
	June 30, 2022		December 31, 2021
Carrying amount	$	175,593	$	144,850
Estimated fair value	$	168,490	$	163,182

Regulatory liabilities comprise:
	(in thousands)
	June 30, 2022		December 31, 2021

Utility plant retirement cost obligation	$	169	$	149
Deferred income taxes (related to TCJA)		21,463		21,111
	$	21,632	$	21,260

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands)
Weighted average common shares outstanding during the period for Basic computation		9,452		9,395		9,438		9,381
Dilutive effect of employee stock options and awards		18		30		26		35

Weighted average common shares outstanding during the period for Diluted computation		9,470		9,425		9,464		9,416

(In thousands)
		TESI
	Utility plant	$	19,455
	Cash		280
	Other assets		3,580
	Total assets		23,315
	Less: Liabilities and contributions in aid of construction (CIAC)
	Liabilities		3,536
	CIAC		16,657
	Net cash purchase price	$	3,122

Material Cash Requirements	Payments Due by Period
In thousands	Less than 1 Year		1-3 Years		4-5 Years		After 5 Years		Total
First mortgage bonds (principal and interest)	$	7,924	$	15,773	$	15,569	$	240,933	$	280,289
State revolving fund loans (principal and interest)		820		1,483		1,116		4,057		7,476
Promissory note (principal and interest)		961		1,921		1,924		11,094		15,900
Asset purchase contractual obligation (principal and interest)		345		672		647		---		1,664
Lines of credit		9,580		---		---		---		9,580
Operating leases		24		48		49		1,330		1,451
Operating agreements		59		78		83		804		1,024
Unconditional purchase obligations		774		1,525		1,103		---		3,402
Tank painting contractual obligation		392		392		---		---		784
Total contractual cash obligations	$	20,879	$	21,892	$	20,581	$	258,218	$	321,570

Exhibit No.	Description

4.1	Twenty-Fifth Supplemental Indenture dated as of April 29, 2022, between Artesian Water Company, Inc. and Wilmington Trust Company, as trustee.

4.2	Bond Purchase Agreement, dated April 29, 2022, by and between Artesian Water Company, Inc., and CoBank, ACB.

10.1	Amendment to Asset Purchase Agreement, dated May 11, 2022, by and among Artesian Water Company, Inc. a Delaware corporation, and the Town of Clayton, a Delaware municipality.*

10.2	Settlement Agreement upon which The Chemours Company FC, LLC, Hercules, LLC, Waste Management of Delaware, Inc., SC Holdings, Inc., Cytec Industries, Inc., Zeneca Inc., and Bayer CropScience Inc., collectively the Percentage Settlors, and the Delaware Sand and Gravel Remedial Trust, on one hand, and Artesian Water Company, Inc., on the other hand, have agreed to resolve certain of Artesian Water’s claims and issues relating to releases of contaminants from the Delaware Sand & Gravel Landfill Superfund Site.*

31.1	Certification of Chief Executive Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*

31.2	Certification of Chief Financial Officer of the Registrant required by Rule 13a–14(a) under the Securities Exchange Act of 1934, as amended.*

32	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).**

101.BAL	Inline XBRL Condensed Consolidated Balance Sheets (unaudited)*
101.OPS	Inline XBRL Condensed Consolidated Statements of Operations (unaudited)*

101.CSH	Inline XBRL Condensed Consolidated Statements of Cash Flows (unaudited)*

101.NTS	Inline XBRL Notes to the Condensed Consolidated Financial Statements (unaudited)*

104	The cover page from Artesian Resources Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, formatted in Inline XBRL (contained in exhibit 101).*

Date: August 5, 2022	By:	/s/ DIAN C. TAYLOR
		Dian C. Taylor (Principal Executive Officer)

Date: August 5, 2022	By:	/s/ DAVID B. SPACHT
		David B. Spacht (Principal Financial Officer)

Exhibit 31.1
Certification of Chief Executive Officer of Artesian Resources Corporation required by Rule 13a – 14 (a) under the Securities Act of 1934, as amended

I, Dian C. Taylor, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of Artesian Resources Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 5, 2022			/s/ DIAN C. TAYLOR
			Dian C. Taylor
			Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer of Artesian Resources Corporation required by Rule 13a – 14 (a) under the Securities Act of 1934, as amended

I, David B. Spacht, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of Artesian Resources Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: August 5, 2022			/s/ DAVID B. SPACHT
			David B. Spacht
			Chief Financial Officer (Principal Financial Officer)

Exhibit 32


Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350


I, Dian C. Taylor, Chief Executive Officer, and David B. Spacht, Chief Financial Officer, of Artesian Resources Corporation, a Delaware corporation (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on our knowledge:

(1)	The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the " Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)), as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Report and results of operations of the Company for the period covered by the Report.




Date: August 5, 2022

CHIEF EXECUTIVE OFFICER:		CHIEF FINANCIAL OFFICER:


/s/ DIAN C. TAYLOR		/s/ DAVID B. SPACHT
Dian C. Taylor		David B. Spacht



These certifications accompany the Report to which they relate, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.