ARTESIAN RESOURCES CORP
11-K, 1999-06-30
WATER SUPPLY
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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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