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ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1998
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1998
INDEX
Page
Independent Auditors' Report 1-2
FINANCIAL STATEMENTS
Statement of Net Assets Available for
Benefits at December 31, 1998 3
Statement of Net Assets Available for
Benefits at December 31, 1997 4
Statement of Changes in Net Assets
Available for Benefits for the Year
Ended December 31, 1998 5
Notes to the Financial Statements 6-10
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment
Purposes 11
Schedule of Reportable Transactions (Series
of Transactions in One Issue Aggregating
5 Percent or More of Net Assets) for the
Year Ended December 31, 1998 12
Independent Accountants' Report
Participants, Board of Trustees and
Administrator
Artesian Resources Corporation
Supplemental Retirement Plan
We have audited the accompanying statement of net assets available for
benefits with fund information of Artesian Resources Corporation
Supplemental Retirement Plan as of December 31, 1998, and the related
statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audit. The statement of net assets available for benefits
with fund information of Artesian Resources Corporation Supplemental
Retirement Plan as of December 31, 1997 was audited by other auditors
whose report dated July 9, 1998 expressed an unqualified opinion on that
statement.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Artesian Resources Corporation Supplemental Retirement Plan as of
December 31, 1998, and the changes in net assets available for plan
benefits for the year then ended in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net
assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
Wilmington, Delaware
June 17, 1999
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Statement of Changes in Net Assets
Available for Benefits with Fund Information
Year Ended December 31, 1998
Participant Directed
Fidelity Family of Funds
Managed
Equity Emerging Income Intermediate Artesian
Income II Growth Puritan Portfolio Bond A Total
Additions to Net Assets attributed to:
Investment Income:
Net appreciation of investments $93,356 $114,634 $6,375 $0.00 $1,095 $54,982 $270,442
Dividends 5,210 0 1,644 0 6,628 7,386 20,868
Interest 0 0 0 4,658 0 0 4,658
Contributions:
Participants' 5,111 4,398 2,631 2,205 896 0 15,241
Employer 115,223 60,315 8,958 22,602 3,479 36,240 246,817
Total additions 218,900 * 179,347 * 19,608 * 29,465 * 12,098 * 98,608 * 558,026
Deductions from Net Assets attributed to:
Participant distributions 9,897 5,563 0 719 3,663 2,139 21,981
Expenses 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total deductions 9,897 5,563 0 719 3,663 2,139 21,981
Net increase prior to interfund transf 209,003 * 173,784 * 19,608 * 28,746 * 8,435 * 96,469 * 536,045
Interfund Transfers (8,387) (11,587) (13,003) 31,895 (36,962) 38,044 0.00
Net increase (decrease) in plan assets 200,616 162,197 6,605 60,641 (28,527) 134,513 536,045
Net assets available for benefits -
beginning of year 382,032 249,363 52,805 17,246 132,730 110,808 944,984
Net assets available for benefits -
end of year $582,648 $411,560 $59,410 $77,887 $104,203 $245,321 $1,481,029
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Statement of Net Assets Available
for Benefits with Fund Information
********
Participant Directed
Fidelity Family of Funds
Managed
Equity Emerging Income Intermediate Artesian
Income II Growth Puritan Portfolio Bond A Total
Assets:
Investments, at fair value -
Common/Collective Trusts $0.00 $0.00 $0.00 $17,124 $0.00 $0.00 $17,124
Registered Investment Companies 381,896 249,126 52,694 0 132,697 0 816,413
Employer Securities 0 0 0 0 0 62,413 62,413
Total investments 381,896 249,126 52,694 17,124 132,697 62,413 895,950
Amounts due from employer 136 237 111 122 33 48,395 49,034
Net assets available for benefits $382,032 $249,363 $52,805 $17,246 $132,730 $110,808 $944,984
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Statement of Net Assets Available
for Benefits with Fund Information
********
Participant Directed
Fidelity Family of Funds
Managed
Equity Emerging Income Intermediate Artesian
Income II Growth Puritan Portfolio Bond A Total
Assets:
Investments, at fair value -
Common/Collective Trusts $0.00 $-0.00 $0.00 $63,085 $0.00 $0.00 $63,085
Registered Investment Companies 582,648 411,560 59,410 0 104,203 0 1,157,821
Employer Securities 0 0 0 0 0 209,080 209,080
Total investments 582,648 411,560 59,410 63,085 104,203 209,080 1,429,986
Amounts due from employer 0 0 0 14,802 0 36,241 51,043
Net assets available for benefits $582,648 $411,560 $59,410 $77,887 $104,203 $245,321 $1,481,029
ARTESIAN RESOURCES CORPORATION
RETIREMENT PLAN
Statement of Net Assets Available
for Plan Benefits at December 31, 1997
Assets:
Investments, at fair value -
Common/Collective Trusts
Registered Investments Companies
Employer Securities
Funds held in insurance companies'
general accounts
Participant Loans
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 DESCRIPTION OF THE PLAN
General
Effective October 1, 1994, Artesian Resources Corporation
(the "Company") established the Artesian Resources
Corporation Supplemental Retirement Plan (the "Plan") as a
defined contribution savings plan for its employees.
Pursuant to Internal Revenue Code ("IRC") Section 401(k),
the Plan permits certain eligible employees to exclude
contributions to the Plan from their current taxable income,
subject to certain limits. The Plan is administered by a
Committee of Trustees which consists of five members
appointed by the Company's Board of Directors. Plan
expenses may be paid out of the plan unless paid by the
Company. The Company has paid all such expenses incurred
during 1998.
Participation, Vesting and Withdrawals
Generally, all employees as of April 26, 1994 are eligible
for Plan participation.
A service contribution is made by the Company to the Plan
for all eligible participants each year based upon each
employee's years of service and current compensation in
accordance with the following schedule:
Years of Service % of Compensation
1-5 2%
6-10 4%
11-20 5%
over 20 6%
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
DESCRIPTION OF THE PLAN (Cont'd.)
Participation, Vesting and Withdrawals (Cont'd.)
Employees aged 50 to 59 on January 1, 1994 (Transition Group), may
elect to make tax deductible contributions up to a maximum of 3
percent of their compensation, however, such contributions may not
exceed the IRC limitation of $10,000 for all deferrals under all
plans in 1998 (the basic contribution). For every dollar an
employee in the Transition Group contributes, the Company will
provide a matching contribution based on the following schedule:
Company Match for
Years of Service Each Participants' $1
1-20 $3
20-30 $4
over 30 $5
Participant contributions, and the related earnings thereon, are
fully vested at all times. Company contributions, and the related
earnings thereon, vest as follows:
Years Vested
of Service Percentage
Less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 years or more 100%
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
DESCRIPTION OF THE PLAN (Cont'd.)
Participation, Vesting and Withdrawals (Cont'd.)
Forfeitures are offset against required Company contributions. Any
participant who separates from the Company for any reason, shall be
entitled to receive the vested interest in their account.
Investment Elections
Participants in the transition group may allocate basic and matching
contributions among the various Fidelity Family of Funds or Artesian
Resources Class A non-voting common stock provided as investment options
by the Plan. Participants in the transition group may elect an allocation
among one or more investment funds in multiples of 5 percent with a minimum
investment of 10 percent in any selected fund. Service contributions are
invested by the Trustee in a uniform manner for all participants.
Loans
The Plan does not contain a participant loan provision.
Termination
The Company may amend or terminate the Plan. In the event of Plan
termination, the accounts of all participants affected shall become
fully vested and nonforfeitable. Assets remaining in the Plan may be
immediately distributed to the participants, inactive participants
and beneficiaries in proportion to their respective account balances;
or the trust may be continued with distributions made at such time
and in such manner as though the Plan had not been terminated.
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
For financial reporting purposes, the assets and liabilities
of the Plan are reflected on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principals requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
Plan assets held in the Fidelity Family of Funds and the
Artesian Resources Class A non-voting common stock are valued
at fair value based on quoted market prices.
In accordance with the policy of stating investments at fair
value, net unrealized appreciation (depreciation) for the year
is included in the statement of changes in net assets available
for benefits.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
Participant Distributions
Participant distributions are recorded when paid.
Income Taxes
The Internal Revenue Service has determined and informed the
Company by a letter dated March 31, 1996, that the Plan is
qualified and the trust established under the Plan is tax-exempt,
under the appropriate sections of the Code. The Plan has been
amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with
the applicable requirements of the Code. Therefore, they
believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
NOTE 3 INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS
AVAILABLE FOR BENEFITS
The following investments each represent 5% or more of the net
assets available for benefits at December 31, 1998:
Fidelity Family of Funds
Equity Income II
Emerging Growth
Managed Income Portfolio
Intermediate Bond
Artesian A non-voting common stock
SUPPLEMENTAL SCHEDULES
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
EIN: 51-0280061
PLAN NO.: 004
LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
(a) (b) Identity of issue, (c)Description of investment (d)Cost (e)Current
borrower, lessor including maturity data, Value
or similar party rate of interest,
collateral, par or
maturity value
Fidelity Family of Equity Income II $ 497,699 $ 582,648
Mutual Funds Emerging Growth 337,037 411,560
Puritan 54,683 59,410
Managed Income Portfolio 63,085 63,085
Intermediate Bond 101,505 104,203
Total mutual funds 1,054,009 1,220,906
* Artesian Resources
Corporation Class A non-voting
common stock 153,455 209,080
$1,207,464 $1,429,986
ARTESIAN RESOURCES CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
EIN: 51-0280061, PLAN NO.: 004
LINE 27d SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
(Series of transactions in one issue
aggregating 5 percent or more of net assets)
(a)Identify of (b)Description (c)Purchase (d)Selling (g)Cost of (i)Net gain
Party Involved of asset Price Price asset or (loss)
Fidelity Family
of Funds: Equity IncomeII $ 171,496 $ 18,381 $ 16,358 $ 2,023
Emerging Growth $ 90,037 $ 17,464 $ 17,734 $ (270)
Managed Income $ 48,634 $ 4,214 $ 4,214 $ -
Intermediate
Bond $ 11,003 $ 40,625 $ 39,753 $ 872
Artesian Class A non-
Resources voting
Corporation common stock $ 94,018 $ 2,328 $ 2,100 $ 228
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