-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMelmXrgg2h6p2Q+thR9nZcUCYfTL/FDtM8IaooSk0ISMKDhsoL4pZW36gBCR73y ohcc39gGeNtzdNnH43bn+A== 0000950116-02-001472.txt : 20020701 0000950116-02-001472.hdr.sgml : 20020701 20020628195124 ACCESSION NUMBER: 0000950116-02-001472 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARTESIAN RESOURCES CORP CENTRAL INDEX KEY: 0000863110 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 510002090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18516 FILM NUMBER: 02692452 BUSINESS ADDRESS: STREET 1: 664 CHURCHMANS RD CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: 3024536900 MAIL ADDRESS: STREET 1: 664 CHURCHMANS RD CITY: NEWARK STATE: DE ZIP: 19702 11-K 1 elevenk.txt 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file number 0-18516 ARTESIAN RESOURCES CORPORATION ------------------------------------------------------ (exact name of registrant as specified in its charter) Full title of the plan and the address of the plan, if different 51-0002090 from that of the issuer named below: ------------------------------------------------- Artesian Retirment Plan (I.R.S. Employer Identification Number)
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ARTESIAN RESOURCES CORPORATION 664 Churchmans Road, Newark, Delaware 19702 ------------------------------------------------------------------ Address of principal executive offices (302) 453 - 6900 ----------------------------------------------------------- Registrant's telephone number, including area code ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 2001 ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 2001 INDEX Page Independent Auditors' Report 2 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits, December 31, 2001 3 Statement of Net Assets Available for Benefits, December 31, 2000 4 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2001 5 Notes to the Financial Statements 6 - 10 SUPPLEMENTAL SCHEDULES Schedule of Assets Held for Investment Purposes 11 Independent Accountants' Report Participants, Board of Trustees and Administrator of Artesian Resources Corporation Retirement Plan We have audited the accompanying statements of net assets available for benefits of Artesian Resources Corporation Retirement Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an 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 audits provide 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 Retirement Plan as of December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. 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. /s/ McBride, Shapa & Co. - ---------------------------- Wilmington, Delaware April 15, 2002 - 2 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001
Participant Directed ------------------------------------------------------------------------------------------------------- Fidelity Family of Mutual Funds ------------------------------------------------------------------------------------------------------- Managed Equity Aggressive Income Intermediate Diversified Artesian Participant Income II Growth Puritan Portfolio Bond International A Loans Total Assets: Cash $ 3,741 $ 5,425 $ -- $ 3,925 $ -- $ 98 $ 100 $ -- $ 13,289 Investments, at fair value -- Common/Collective Trusts -- -- -- 851,895 -- -- -- -- 851,895 Registered Investment Companies 4,155,194 3,459,257 883,719 -- 921,751 286,125 -- -- 9,706,046 Employer Securities -- -- -- -- -- -- 1,083,206 -- 1,083,206 Participant loans -- -- -- -- -- -- -- 346,069 346,069 ---------- ---------- -------- -------- -------- -------- ---------- -------- ----------- Total investments 4,158,935 3,464,682 883,719 855,820 921,751 286,223 1,083,306 346,069 12,000,505 Amount due from employer 1,143 2,870 528 289 208 92,574 -- -- 97,612 ---------- ---------- -------- -------- -------- -------- ---------- -------- ----------- Net assets available for Benefits $4,160,078 $3,467,552 $884,247 $856,109 $921,959 $378,797 $1,083,306 $346,069 $12,098,117 ========== ========== ======== ======== ======== ======== ========== ======== ===========
See accompanying notes to the financial statements. - 3 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000
Participant Directed ------------------------------------------------------------------------------------------------- Fidelity Family of Mutual Funds ------------------------------------------------------------------------------------------------- Managed Equity Aggressive Income Intermediate Diversified Artesian Income II Growth Puritan Portfolio Bond International A ----------- ------------ -------- --------- ---- ------------- ---------- Assets: Cash $ 95,546 $ 93,089 $ 45,078 $ 51,105 $ 7,016 $ 2,139 $ -- Investments, at fair value- Common/Collective Trusts -- -- -- 943,573 -- -- -- Registered Investment Companies 4,878,671 5,484,642 830,073 -- 733,699 210,262 -- Employer Securities -- -- -- -- -- -- 735,641 Participant loans -- -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total investments 4,974,217 5,577,731 875,151 994,678 740,715 212,401 735,641 Amounts due from employer -- 51,630 -- -- -- -- 31,339 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for Benefits $ 4,974,217 $ 5,629,361 $ 875,151 $ 994,678 $ 740,715 $ 212,401 $ 766,980 =========== =========== =========== =========== =========== =========== ===========
(RESTUBBED TABLE)
---------------------------- ---------------------------- Participant Loans Total ------------ ----- Assets: Cash $ -- $ 293,973 Investments, at fair value- Common/Collective Trusts -- 943,573 Registered Investment Companies -- 12,137,347 Employer Securities -- 735,641 Participant loans 365,149 365,149 ----------- ----------- Total investments 365,149 14,475,683 Amounts due from employer -- 82,969 ----------- ----------- Net assets available for Benefits $ 365,149 $14,558,652 =========== ===========
See accompanying notes to the financial statements. - 4 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001
Participant Directed ----------------------------------------------------------------------------------------- Fidelity Family of Mutual Funds ----------------------------------------------------------------------------------------- Managed Equity Aggressive Income Intermediate Diversified Income II Growth Puritan Portfolio Bond International --------- ------ ------- --------- ---- ------------- Additions to Net Assets Attributed to: Investment income: Net appreciation (depreciation) of investments $ (397,119) $ (2,734,257) $ (36,603) $ -- $ 24,637 $ (24,844) Dividends 64,791 -- 28,128 -- 55,286 150 Interest -- -- -- 53,518 -- -- Contributions: Participant's 158,901 258,427 56,082 21,956 29,120 6,615 Employer 54,480 231,409 17,457 85 35,451 188,924 ------------ ------------ ------------ ------------ ------------ ------------ (118,947) (2,244,421) 65,064 75,559 144,494 170,845 ------------ ------------ ------------ ------------ ------------ ------------ Deductions from Net Assets Attributed to: Participant distributions 179,027 102,689 44,580 213,980 246,457 5,624 Expenses -- -- -- -- -- -- Total deductions 179,027 102,689 44,580 213,980 246,457 5,624 ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) prior to - inter-fund transfers (297,974) (2,347,110) 20,484 (138,421) (101,963) 165,221 Inter-fund transfers (516,165) 185,301 (11,388) (148) 283,207 1,175 ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) in plan assets (814,139) (2,161,809) 9,096 (138,569) (181,244) 166,396 Net assets available for benefits-beginning of year 4,974,217 5,629,361 875,151 994,678 740,715 212,401 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits-end of year $ 4,160,078 $ 3,467,552 $ 884,247 $ 856,109 $ 921,959 $ 378,797 ============ ============ ============ ============ ============ ============
(RESTUBBED TABLE)
------------------------------------------ ------------------------------------------ Artesian Participant A Loans Total ------------ ------------ ------------ Additions to Net Assets Attributed to: Investment income: Net appreciation (depreciation) of investments $ 171,395 $ -- $ (2,996,791) Dividends 34,591 -- 182,946 Interest -- 34,953 88,471 Contributions: Participant's 17,659 -- 548,760 Employer 6,014 -- 533,820 ------------ ------------ ------------ 229,659 34,953 (1,642,794) ------------ ------------ ------------ Deductions from Net Assets Attributed to: Participant distributions 25,384 -- 817,741 Expenses -- -- -- Total deductions 25,384 -- 817,741 ------------ ------------ ------------ Net increase (decrease) prior to - inter-fund transfers 204,275 34,953 (2,460,535) Inter-fund transfers 112,051 (54,033) -- ------------ ------------ ------------ Net increase (decrease) in plan assets 316,326 (19,080) (2,460,535) Net assets available for benefits-beginning of year 766,980 365,149 14,558,652 ------------ ------------ ------------ Net assets available for benefits-end of year $ 1,083,306 $ 346,069 $ 12,098,117 ============ ============ ============
See accompanying notes to the financial statements. - 5 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2001 NOTE 1 - DESCRIPTION OF THE PLAN General Effective July 1, 1984, Artesian Resources Corporation (the "Company") established the Artesian Resources Corporation Retirement Plan (the "Plan") as a defined contribution retirement plan for its employees. 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 a Committee of Trustees which consists of five members appointed by the Company's Board of Directors. Plan administration expenses may be paid out of the plan unless paid by the Company. The Company paid all such expenses incurred during 2001 and 2000. Participation, Vesting and Withdrawals Generally, all employees are eligible for Plan participation after attaining age 21 and completing 1,000 hours of service during a one-year period. Employees may elect to make tax deductible contributions up to a maximum of 15 percent of their compensation, however, such contributions may not exceed the IRC limitation of $10,500 for all deferrals under all plans in 2001 (basic contribution). For every dollar an employee contributes up to 6 percent of compensation, the Company will provide a 50 percent matching contribution. In each Plan year, the Company may make a discretionary contribution to the Plan based on up to 2 percent of compensation for all employees eligible to participate in the Plan. The full discretionary contribution was made for 2001. Also, the Company's Board of Directors, at its sole discretion, may make an additional discretionary contribution. No additional discretionary contribution was made for 2001. Participant contributions, and the related earnings thereon, are fully vested at all times. Company contributions, and the related earnings thereon, vest as follows: 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 are offset against required Company contributions. Withdrawals may generally commence without penalty upon attaining age 59 1/2 or for situations involving hardship, as defined in the Plan and the IRC. 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 continued and consist of the following: - Only employees as of April 26, 1994 are eligible for participation - 6 - - A service contribution is made by the Company to the Plan for all eligible participants each quarter 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% - Participant contributions, and the related earnings thereon, are fully vested at all times. Company contributions, and the related earnings thereon, vest as follows: Years of Service % of Compensation ---------------- ----------------- 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% - 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 may allocate basic and matching contributions among the various Fidelity Family of Mutual Funds or Artesian Resources Class A non-voting common stock. Participants may elect an allocation among one or more of the investment funds in multiples of 5 percent with a minimum investment of 10 percent in any selected fund. Discretionary Company contributions are invested by the Trustee in a uniform manner for all participants. Loans Participants may borrow from the Plan under the following guidelines: - A participant may borrow as much as 50 percent of his account balance, subject to certain minimum and maximum limitations as defined in the Plan. - Loans are repaid over a period not to exceed 5 years, unless the loan is to buy, build or substantially rehabilitate the borrower's principal residence. - 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 one percent. - 7 - - As loans are repaid to the plan, the total payment, principal plus interest, is credited back to the participants account. As disclosed in the Statement of Changes in Net Assets Available for Benefits, the net interfund transfer into Participant Loans for the year ended December 31, 2001 was made up of: New loans $ 14,100 Loan repayments (39,145) Transfer of interest income (28,988) -------- $(54,033) ======== Benefits Participants are entitled to a benefit payment equal to the amount credited to their accounts upon retirement, upon permanent disability, at age 59 1/2, 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. In the event of termination, distributions of less than $5,000 must be made in a lump sum. All other distributions may be made in the form of a joint and survivor annuity, installments or in a lump sum subject to certain restrictions as defined in the Plan. 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. 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 accounting principles generally accepted in the United States of America 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 Mutual Funds and Artesian Resources Class A non-voting common stock are unsecured and 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. Participant loans are valued at cost which approximates fair value. 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. - 8 - 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 19, 2002, that the original Plan plus amendments is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Internal Revenue Code. NOTE 3 - CREDIT RISK The Plan has $13,289 in its Fidelity Cash Reserves and Fidelity Stock Reserves account. These funds are fully insured by the Securities Investor Protection Corporation (SIPC). NOTE 4 - MARKET RISK All investments in the Plan, including holdings in Artesian Resources Class A non-voting common stock, are subject to market risk. NOTE 5 - 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, 2001: Fidelity Family of Mutual Funds Equity Income II Aggressive Growth Puritan Managed Income Portfolio Intermediate Bond Fund Artesian Resources Class A non-voting common stock NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2001 and 2000 to Schedule H of Form 5500: 2001 2000 Net assets available for benefits per the financial statements $12,098,117 $14,558,652 Amounts allocated to withdrawing participants (10,017) (283,975) ----------- ----------- Net assets available for benefits per Schedule H to the Form 5500 $12,088,100 $14,274,677 =========== =========== - 9 - The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2001 to Schedule H of Form 5500: Benefits paid to participants per the financial statements $ 817,741 Less: Amounts allocated to withdrawing participants at December 31, 2000. (283,975) Add: Amounts allocated to withdrawing participants at December 31, 2001 10,017 --------- Benefits paid to participants per schedule H of Form 5500 $ 543,783 ========= 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 31st but not yet paid as of that date. - 10 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN EIN: 51-0002090, PLAN NO. : 003 SCHEDULE H, PART IV, LINE 4 i: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR AS OF DECEMBER 31, 2001
Description of investment Identity of issue, including maturity date, borrower, lessor rate of interest, collateral, Current (a) (b) or similar party (c) par or maturity date (d) Cost (e) Value ----------------- ------------------------------ ---- ----- Fidelity Family of Mutual Funds Cash Reserves $ 13,289 $ 13,289 Equity Income II 4,981,473 4,155,194 Aggressive Growth 5,853,950 3,459,257 Puritan 918,834 883,719 Managed Income Portfolio 851,895 851,895 Intermediate Bond 896,376 921,751 Diversified International 333,727 286,125 ----------- ----------- Total mutual funds 13,849,544 10,571,230 * Artesian Resources Corporation Class A non-voting common stock 794,795 1,083,206 Participant Loans Interest rates range from 7.50% to 10.50%, can borrow up to 50% of account balance, repayment terms range from 5 to 15 years - 346,069 ----------- ----------- Secured by account balance $14,644,339 $12,000,505 =========== ===========
* Identifies the party as a "Party in Interest" -----END PRIVACY-ENHANCED MESSAGE-----