Page
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3
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Financial Statements
|
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4
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5
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6 - 13
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||
15
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||
Signatures
|
16
|
|
17
|
||
Consent of BDO USA, LLP
|
||
December 31,
|
December 31,
|
||||||
2022
|
2021
|
||||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
539
|
$
|
10,049
|
|||
Investments, at fair value
|
|||||||
Artesian Resources Corp. Class A non-voting common stock
|
9,445,622
|
7,903,893
|
|||||
Common collective trusts
|
3,094,214
|
4,234,335
|
|||||
Mutual funds
|
54,416,212
|
68,468,423
|
|||||
Total investments, at fair value
|
66,956,048
|
80,606,651
|
|||||
Participants' notes receivable
|
268,190
|
277,576
|
|||||
Dividends receivable
|
---
|
2,183,464
|
|||||
Contributions receivable
|
|||||||
Employer
|
138,591
|
151,388
|
|||||
Participants
|
---
|
---
|
|||||
Total contributions receivable
|
138,591
|
151,388
|
|||||
Total assets
|
67,363,368
|
83,229,128
|
|||||
NET ASSETS AVAILABLE FOR BENEFITS
|
$
|
67,363,368
|
$
|
83,229,128
|
|||
See accompanying notes to financial statements.
|
|||||||
ADDITIONS (DEDUCTIONS) TO NET ASSETS ATTRIBUTED TO:
|
||||
Net investment income
|
||||
Artesian Resources Corp. Class A non-voting common stock dividends
|
$
|
179,328
|
||
Dividend income from other investments
|
1,983,748
|
|||
Net depreciation in fair value of investments
|
(14,312,662)
|
|||
Total net investment loss
|
(12,149,586)
|
|||
Interest income from participants' notes receivable
|
14,079
|
|||
Contributions
|
||||
Employer contributions
|
1,248,081
|
|||
Participant contributions
|
2,221,155
|
|||
Rollovers
|
450,407
|
|||
Total contributions
|
3,919,643
|
|||
Total additions
|
(8,215,864)
|
|||
|
||||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
|
||||
Participant distributions
|
7,640,177
|
|||
Fees
|
9,719
|
|||
Total deductions
|
7,649,896
|
|||
NET DECREASE
|
(15,865,760)
|
|||
|
||||
NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR
|
83,229,128
|
|||
|
||||
NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR
|
$
|
67,363,368
|
||
See accompanying notes to financial statements.
|
||||
1.
|
General
|
|
Effective July 1, 1984, Artesian Resources Corporation (the "Company" or "Plan Sponsor" or "Employer") established the Artesian 401(k) Retirement Plan (the "Plan" and formerly known as the Artesian Resources Corporation Retirement
Plan) as a defined contribution retirement plan for its employees, subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Pursuant to Internal Revenue Code (“IRC”) Section 401(k), the Plan
permits employees to exclude contributions to the Plan from their current taxable income, subject to certain limits. The Plan is administered by an Administrative Committee, which consists of six members appointed by the Company's Board
of Directors. As part of our transition to new record keeper services with Empower Retirement, LLC (“Empower”) in December 2021, Empower Trust Company, LLC (formerly known as Great West Trust Company, LLC) was a co-fiduciary of the Plan
within the meaning of 3(21) of ERISA during the year 2022. Plan administration expenses may be paid out of the Plan unless paid by the Company. The following description of the Plan provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's provisions.
|
||
2.
|
Participation and Vesting
|
|
All employees age 18 and over are eligible for Plan participation immediately after their date of hire. Employees may elect to make tax-deductible contributions up to the IRC
limitation, including "catch-up" contributions for participants age 50 and older. Participants are also able to designate part or all of their contributions as Roth 401(k) contributions, which are made on an after-tax basis. For every
dollar an employee contributes up to 6% of compensation, the Company will provide a 50% matching contribution. In each Plan year, the Company may make discretionary quarterly and annual contributions to the Plan for all employees eligible
to participate in the Plan. The Company made discretionary quarterly contributions to the Plan equal to 2% of quarterly compensation for each of the four quarters of 2022.
|
||
The Company also sponsored another defined contribution plan for its employees, the Supplemental Plan, which was merged into the Plan on March 31, 2000. The contribution and vesting guidelines for the participants of the Supplemental Plan
are continued and consist of the following:
|
||
•Only employees as of April 26, 1994 are eligible for participation in the Supplemental Plan.
|
||
•A 6% service contribution is made by the Company to the Plan for all eligible participants each quarter based upon each participant’s quarterly compensation.
|
||
•Service contributions and the associated earnings originally vested over a graded period of service, but are now fully vested for all active participants.
|
||
The total matching, discretionary and service contributions in 2022 were approximately $625,000, $418,000 and $205,000, respectively.
|
||
The Company's Board of Directors, at its sole discretion, may make a Special Discretionary Stock Contribution to the Plan. A Special Discretionary Stock Contribution was not made for 2022 and has not been made
since 2007.
|
||
The trust maintains separate accounts for each participant in the Plan. These accounts are credited with the participants' contributions and Plan earnings and may be charged with certain administrative
expenses. Participant contributions, and the related earnings, are fully vested. Company contributions, and the related earnings, vest as follows:
|
||
2.
|
Participation and Vesting (Continued)
|
||||||
Years of Service
|
Vested 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
|
%
|
|||||
Any forfeitures of non-vested contributions may be offset against Company contributions or Plan administration expenses. As of December 31, 2022, forfeited non-vested accounts were approximately $56,000 and
approximately $58,000 was applied to reduce the Plan Sponsor’s contribution obligations. As of December 31, 2021, forfeited non-vested accounts were nominal.
|
|||||||
3.
|
Investment Elections
|
||||||
All future discretionary Company contributions, as well as all prior discretionary contributions and the corresponding earnings, are participant directed.
|
|||||||
Participants may allocate basic contributions among the various investment options, including the Company's Class A non-voting common stock.
|
|||||||
The Plan has an automatic enrollment feature for newly hired and/or rehired employees to help employees save for retirement by reducing their compensation automatically with an initial pre-tax contribution of
eligible compensation, as defined in the Plan document. The initial pre-tax contribution rate of the automatic enrollment feature is 6%. This amount is deemed as the Participant's Employee Savings Contribution election if the Participant does
not elect to defer a greater or lesser percentage of compensation, or elects to receive cash in lieu of making any Employee Savings Contribution, within 90 days after employment. Any automatic deferral contributions made and any
corresponding matching contributions are placed in a default investment fund as selected by the Administrative Committee, and Participants may modify the investment allocation of these contributions in the same manner as any other Plan
contributions. Employees may elect to opt out from participating in the Plan, or they may elect to defer more or less than the 6% default contribution as well as choose their own investment elections offered in multiples of 1% with a minimum
investment of 1% in any selected investment.
|
4.
|
Participants' Notes Receivable
|
|
Participants may borrow from the Plan under the following guidelines:
|
||
•A participant may borrow from the Plan only on account of hardship, for one of the 401(k) safe harbor hardship distribution reasons described in the applicable Federal Treasury regulations.
|
||
•A participant may borrow as much as 50% of his or her vested account balance, subject to certain minimum and maximum limitations as defined in the Plan.
|
||
•Loans are repaid over a period not to exceed five years, unless the loan is to buy, build, or substantially rehabilitate the borrower's principal residence.
|
||
•The participant's account balance is secured as collateral when the loan is executed. If a participant defaults on a loan, the loan is treated as a distribution from the Plan to the participant.
|
||
•Interest rates on loans are prime plus 1% at the date of the loan. Interest rates on outstanding balances ranged from 4.25% to 9.25% as of December 31, 2022.
|
||
•As loans are repaid to the Plan, the total payment, principal plus interest, is credited back to the participant's account.
|
||
5.
|
Benefits
|
|
Participants are entitled to a benefit payment equal to the vested amount credited to their accounts upon retirement, upon permanent disability, at age 59 ½, in the case of certain financial
hardships outlined in the Plan document, or upon termination of employment or death. In the event of death of a participant, a death benefit payment is made to the participant's beneficiary. The normal form of distribution under the Plan is
a single lump sum distribution in cash or stock. Alternate forms of distributions effective as of December 15, 2021 include installment payments over the life expectancy of a participant and/or beneficiary and periodic distributions at any
time, including after the start of any installment payments.
|
||
The Plan allows participants who take hardship distributions to continue to make employee pre-tax salary deferral and employee after-tax Roth contributions to the Plan.
|
||
6.
|
Plan Termination
|
|
Although it has not expressed the intent to do so, 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
non-forfeitable. 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.
|
||
7.
|
Administrative Expenses
|
|
Administrative expenses are billed as a per participant fee and paid directly by the Employer. Individual participant fees such as loan and distribution fees are charged to participant accounts. Former
employee participant accounts are charged the administrative participant fee plus all individual participant fees. Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned
on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
|
1.
|
Basis of Accounting
|
|
The Plan's financial statements are presented using the accrual method of accounting in conformity with generally accepted accounting principles.
|
||
2.
|
Use of Estimates
|
|
The preparation of financial statements in conformity with generally accepted accounting principles 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 changes therein. Actual results could differ from those estimates.
|
||
3.
|
Investment Valuation and Income Recognition
|
|
Plan assets held in mutual funds (shares of registered investment companies) and the Company's Class A non-voting common stock are unsecured and are traded on national securities exchanges. Mutual funds and
common stock are valued at quoted market prices at December 31, 2022 and 2021.
|
||
Plan assets held in a common collective trust are unsecured and are valued at net asset value (“NAV”). The common collective trusts represent investments in the T. Rowe Price Stable Value Fund. NAV is
determined by T. Rowe Price based on the fair value of the underlying securities held by the common collective trust. Investments that calculate NAV per share (or its equivalent), but for which the practical expedient is not applied, are
included in the fair value hierarchy along with the related required disclosures.
|
3.
|
Investment Valuation and Income Recognition (continued)
|
|
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 and
includes the Plan's gains and losses on investments bought and sold as well as held during the year.
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.
|
||
4.
|
Participants' Notes Receivable
|
|
Participant loans are classified as participants' notes receivable, and are measured at the unpaid principal balance plus unpaid accrued interest. The Plan classifies loans in default for various events,
including failure to pay timely installments. Defaulted loans are deemed distributed and recorded as benefits paid to participants in the statement of changes in net assets available for benefits. In 2022, approximately $10,000 were recorded
as deemed distributions.
|
||
5. | Contributions | |
Participant contributions and related employer contributions are recorded in the period that the compensation is paid to the participant. |
||
6.
|
Benefit Payments and Participant Distributions
|
|
Benefit payments to participants are recorded upon distribution.
|
||
7.
|
Income Taxes
|
|
Effective December 15, 2021, the Company restated the Plan utilizing the Ft. William Volume Submitter Adoption Agreement including custom language (the “Restated Plan”). The custom language changes did not
convert the Restated Plan into an individually designed plan, however, on May 6, 2022, the Company requested an updated favorable determination letter from the Internal Revenue Service “IRS” regarding the qualified status of the Restated
Plan. A favorable determination letter was received from the IRS on September 1, 2022. No provision for income taxes has been included in the financial statements.
|
||
The Plan Sponsor has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2022, no uncertain tax positions are taken or expected to be taken that would require recognition of
a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, currently no audits are in progress for any tax periods.
|
8.
|
Cash and Cash Equivalents
|
|
Cash and cash equivalents include cash and short-term interest-bearing investments with initial maturities of three months or less.
|
||
•
|
Level 1: unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access;
|
•
|
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices in active markets for similar assets or liabilities, quoted prices for identical or similar
assets or liabilities in non-active markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
|
•
|
Level 3: inputs that are unobservable and significant to the fair value measurement.
|
Investments at Fair Value as of December 31, 2022
|
|||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
Mutual Funds
|
$
|
54,416,212
|
$
|
---
|
$
|
---
|
$
|
54,416,212
|
|||
Artesian Resources Corporation Class A non-voting common stock
|
9,445,622
|
---
|
---
|
9,445,622
|
|||||||
Total investments in the fair value hierarchy
|
63,861,834
|
---
|
---
|
63,861,834
|
|||||||
Common collective trust*
|
|
---
|
|
---
|
|
---
|
|
3,094,214
|
|||
Total investments, at fair value
|
$
|
63,861,834
|
$
|
---
|
$
|
---
|
$
|
66,956,048
|
Investments at Fair Value as of December 31, 2021
|
|||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
Mutual Funds
|
$
|
68,468,423
|
$
|
---
|
$
|
---
|
$
|
68,468,423
|
|||
Artesian Resources Corporation Class A non-voting common stock
|
|
7,903,893
|
|
---
|
|
---
|
|
7,903,893
|
|||
Total investments in the fair value hierarchy
|
76,372,316
|
---
|
---
|
76,372,316
|
|||||||
Common collective trust*
|
|
---
|
|
---
|
|
---
|
|
4,234,335
|
|||
Total investments, at fair value
|
$
|
76,372,316
|
$
|
---
|
$
|
---
|
$
|
80,606,651
|
Amounts allocated to withdrawing participants are reported on the Schedule H of Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that
date.
|
||
At December 31, 2022 and 2021, there were no net assets available for plan benefits for distributions to participants who have requested a distribution from the Plan prior to the end of the Plan year.
|
Artesian Resources Corporation and its employees are parties-in-interest to the Plan. On December 31, 2022 and December 31, 2021, the Plan's assets included $9,445,622 and $7,903,893, respectively, of
Artesian Resources Corporation Class A non-voting stock and $268,190 and $277,576, respectively, of participant notes receivable. Empower and its affiliates serve as the Plan’s recordkeeper and trustee/custodian and, as such, administrative
fees recorded of $9,719 qualify as party-in-interest transactions. Transactions in these assets are exempt from the prohibited transaction rules.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||
Identity of issuer, borrower, lessor, or similar party
|
Description of investment, including maturity date, rate of interest, collateral, par, or maturity value
|
Cost**
|
Current Value
|
||||||
*
|
Common Stock -
|
||||||||
Artesian Resources Corporation
|
Class A Non-Voting Common Stock
|
$
|
9,445,622
|
||||||
T Rowe Price Stable Value
|
Common/Collective Trust
|
3,094,214
|
|||||||
Mutual Funds -
|
|||||||||
American Funds EuroPacific Growth Fund R6
|
Mutual Funds
|
2,953,400
|
|||||||
American Funds American Balanced Fund R6
|
Mutual Funds
|
3,520,336
|
|||||||
American Century Small Cap Value Fund R6
|
Mutual Funds
|
59,789
|
|||||||
American Funds 2010 Target Date Retirement Fund
|
Mutual Funds
|
311,835
|
|||||||
American Funds 2015 Target Date Retirement Fund
|
Mutual Funds
|
971
|
|||||||
American Funds 2020 Target Date Retirement Fund
|
Mutual Funds
|
21,721
|
|||||||
American Funds 2025 Target Date Retirement Fund
|
Mutual Funds
|
2,122,058
|
|||||||
American Funds 2030 Target Date Retirement Fund
|
Mutual Funds
|
1,440,173
|
|||||||
American Funds 2035 Target Date Retirement Fund
|
Mutual Funds
|
1,803,860
|
|||||||
American Funds 2040 Target Date Retirement Fund
|
Mutual Funds
|
114,661
|
|||||||
American Funds 2045 Target Date Retirement Fund
|
Mutual Funds
|
2,837,910
|
|||||||
American Funds 2050 Target Date Retirement Fund
|
Mutual Funds
|
455,335
|
|||||||
American Funds 2055 Target Date Retirement Fund
|
Mutual Funds
|
1,475,709
|
|||||||
American Funds 2060 Target Date Retirement Fund
|
Mutual Funds
|
110,371
|
|||||||
American Funds 2065 Target Date Retirement Fund
|
Mutual Funds
|
20,556
|
|||||||
Columbia Small Cap Growth Fund 1
|
Mutual Funds
|
524,446
|
|||||||
JP Morgan Emerging Markets Equity Fund
|
Mutual Funds
|
181,805
|
|||||||
JP Morgan Equity Income Fund R6
|
Mutual Funds
|
6,951,208
|
|||||||
JP Morgan Mid Cap Growth Fund
|
Mutual Funds
|
1,887,142
|
|||||||
Pioneer Bond Fund K
|
Mutual Funds
|
2,962,931
|
|||||||
T. Rowe Price Growth Stock Fund 1
|
Mutual Funds
|
8,912,523
|
|||||||
Vanguard Total International Stock Index Admiral
|
Mutual Funds
|
618,849
|
|||||||
Vanguard 500 Index Fund Admiral
|
Mutual Funds
|
8,223,882
|
|||||||
Vanguard Mid-Cap Index Fund Admiral
|
Mutual Funds
|
1,219,180
|
|||||||
Vanguard Small-Cap Index Fund Admiral
|
Mutual Funds
|
1,117,309
|
|||||||
Vanguard Short-Term Investment-Grade Fund Admiral
|
Mutual Funds
|
1,673,395
|
|||||||
Vanguard Total Bond Market Index Admiral
|
Mutual Funds
|
395,393
|
|||||||
Allspring Special Mid Cap Value Fund
|
Mutual Funds
|
2,496,148
|
|||||||
Dreyfus Government Cash Management Fund
|
Mutual Fund
|
3,316
|
|||||||
Participants' Notes Receivable -
|
|||||||||
*
|
Various Participants
|
Interest rates range from 4.25% to 9.25%
|
268,190
|
||||||
|
$
|
67,224,238
|
|||||||
*
|
Identifies the party as a "Party in Interest" as defined by ERISA.
|
||||||||
**
|
Cost information is not required for participant directed investments and is therefore not included.
|
||||||||
ARTESIAN 401(k) RETIREMENT PLAN
|
|||
Date: June 28, 2023
|
By:
|
/s/ Jennifer L. Finch
|
|
Jennifer L. Finch
|
|||
Plan Administrator
|
Exhibit No.
|
Description
|
Consent of BDO USA, LLP *
|
|
*
|
Filed herewith.
|