Notes to the Financial Statements
Note A - Description of the Plan
1.
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General
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Effective July 1, 1984, Artesian Resources Corporation (the "Company" or "Plan Sponsor" or "Employer") established the Artesian Resources Corporation Retirement Plan (the "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 five members appointed by the Company's Board of Directors. PNC Bank,
National Association is a co-fiduciary of the Plan within the meaning of 3(21) of ERISA. 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 agreement for a more complete description of the Plan's provisions.
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2.
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Participation and Vesting
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All employees age 18 and over are eligible for Plan participation immediately after 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 2019. The total matching, discretionary and service contributions in 2019 were approximately
$548,000, $391,000 and $198,000, respectively.
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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 2019.
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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:
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Years of Service
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Vested Percentage
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Less than 2
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0
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%
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2 but less than 3
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20
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%
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3 but less than 4
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40
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%
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4 but less than 5
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60
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%
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5 but less than 6
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80
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%
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6 years or more
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100
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%
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Any forfeitures of non-vested contributions maybe off against Company contributions or Plan administration expenses. During 2019 and 2018, forfeited non-vested accounts totaled approximately $13,000 and $32,000, respectively. In 2019, approximately $19,000 was applied
to reduce the Plan sponsor’s contribution obligations.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
2.
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Participation and Vesting (Continued)
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:
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·Only employees as of April 26, 1994 are eligible for participation.
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·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.
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·Service contributions and the associated earnings originally vested over a graded period of service, but are now fully vested for all active
participants.
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3.
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Investment Elections
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All future discretionary Company contributions, as well as all prior discretionary contributions and the corresponding earnings, are participant directed.
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Participants may allocate basic contributions among the various investments options, including the Company's Class A non-voting common stock.
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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.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
3.
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Investment Elections (continued)
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The Plan permits an automatic escalation provision on an annual basis, such as each July 1 or January 1, within the discretion of the Administrative Committee, in order to increase employee savings and
other employee contributions. This provision of the Plan would only become effective should the Administrative Committee decide to implement the automatic escalation feature and after notification of the automatic escalation is given to
Participants. However, if implemented, to the extent the participant has opted out of the automatic escalation feature, or has otherwise elected a 0% Employee Savings Contribution, Employee After-Tax Roth 401(k) Contribution or has
otherwise elected a 0% Employee Savings Contribution, such Participant would not be subject to automatic increases in the future. Such Participants would only be subject to automatic escalation in the event that they affirmatively elect
to increase their contributions during any Plan Year, and do not reconfirm their decision to "opt out" of the automatic escalation feature. As of December 31, 2019, the Administrative Committee has not implemented the automatic
escalation feature.
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4.
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Participants' Notes Receivable
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Participants may borrow from the Plan under the following guidelines:
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·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.
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·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.
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·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.
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·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, 2019.
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·As loans are repaid to the Plan, the total payment, principal plus interest, is credited back to the participant's account.
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5.
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Benefits
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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 only form of distribution under the Plan
is a single lump sum distribution in cash or stock.
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Effective March 1, 2019, the Plan was amended to provide that participants who take hardship distributions shall no longer be precluded from making employee pre-tax salary deferral and employee after-tax
Roth contributions to the Plan for the six month period following receipt of a hardship distribution. For participants who received hardship distributions prior to March 1, 2019, the six month period of suspension was eliminated
effective March 1, 2019.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
6.
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Plan Termination
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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.
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7.
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Administrative Expenses
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Effective March 1, 2018, administrative expenses are billed as a per participant fee and paid directly by the Employer. Prior to that, certain administrative expenses of the Plan were paid by the
Employer. The Plan could pay for certain member requested services, investment and other fees. Investment fees were allocated to participants' accounts based on a specified basis point per investment through the investments' earnings, a
portion of which was used to reduce administrative expenses of the Plan. The balance of administrative expenses was paid directly by the Employer.
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.
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Note B - Significant Accounting Policies
1.
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Basis of Accounting
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The Plan's financial statements are presented using the accrual method of accounting in conformity with generally accepted accounting principles.
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2.
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Use of Estimates
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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.
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3.
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Investment Valuation and Income Recognition
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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, 2019 and 2018.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note B - Significant Accounting Policies (Continued)
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3.
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Investment Valuation and Income Recognition (continued)
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Plan assets held in a common collective trust are unsecured and are valued at net asset value (“NAV”). The collective trust fund represents investments in the PNC Investment Contract Fund and NAV is
determined by PNC, 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.
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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.
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4.
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Participants' Notes Receivable
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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 2019, no amounts were recorded as
deemed distributions. No allowance for credit losses has been recorded as of December 31, 2019 and December 31, 2018.
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5.
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Benefit Payments and Participant Distributions
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Benefit payments to participants are recorded upon distribution.
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6.
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Income Taxes
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The Internal Revenue Service has determined and informed the Company by letter dated August 26, 2016 that the Plan plus amendments is qualified and the trust established under the Plan is tax exempt under
the appropriate sections of the Internal Revenue Code. The Plan administrator and the Plan's tax counsel believe that the Plan is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the financial statements.
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The Plan Sponsor has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2019, 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.
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7.
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Cash and Cash Equivalents
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Cash and cash equivalents include cash and short-term interest-bearing investments with initial maturities of three months or less.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note C – Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the
amounts reported in the statements of net assets available for benefits. In March 2020, the World Health Organization characterized the coronavirus (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19
outbreak a national emergency. The economic impact of COVID-19 has caused extreme volatility in financial markets, which has and may continue to adversely impact investment securities in which the Plan invests (See Note G).
Note D – Investments
FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, defined fair value, established a framework for using fair value to measure assets and liabilities, and expanded disclosures about fair
value measurements. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are as follows:
·
|
Level 1: unadjusted quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access;
|
·
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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
|
·
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Level 3: inputs that are unobservable and significant to the fair value measurement.
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Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note D – Investments (Continued)
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair
value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31:
|
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Investments at Fair Value as of December 31, 2019
|
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Level 1
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Level 2
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Level 3
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|
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Total
|
|
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|
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|
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Mutual Funds
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$
|
|
|
|
$
|
---
|
|
|
$
|
---
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|
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$
|
53,901,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Artesian Resources Corporation Class A non-voting common stock
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|
|
|
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|
|
---
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|
|
|
---
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|
|
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|
|
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Total assets in the fair value hierarchy
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|
|
|
|
|
|
---
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|
|
|
---
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|
|
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|
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|
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|
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|
Common collective trust*
|
|
|
---
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|
|
|
---
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|
|
|
---
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
Total investments, at fair value
|
|
$
|
|
|
|
$
|
---
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|
|
$
|
---
|
|
|
$
|
|
|
|
|
Investments at Fair Value as of December 31, 2018
|
|
|
|
Level 1
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|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
$
|
42,462,985
|
|
|
$
|
---
|
|
|
$
|
---
|
|
|
$
|
42,462,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Artesian Resources Corporation Class A non-voting common stock
|
|
|
6,084,098
|
|
|
|
---
|
|
|
|
---
|
|
|
|
6,084,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets in the fair value hierarchy
|
|
|
48,547,083
|
|
|
|
---
|
|
|
|
---
|
|
|
|
48,547,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trust*
|
|
|
---
|
|
|
|
---
|
|
|
|
---
|
|
|
|
2,257,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments, at fair value
|
|
$
|
48,547,083
|
|
|
$
|
---
|
|
|
$
|
---
|
|
|
$
|
50,804,140
|
|
* Certain investments for which fair value is measured using the NAV
per share as the practical expedient have not been categorized within the fair value hierarchy. The fair value amounts presented in this table are intended to reconcile the fair value hierarchy to the amounts presented in the Statements of
Net Assets Available for Benefits.
Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note D – Investments (Continued)
The following is a description of the valuation methodologies for the Plan assets measured at fair value.
Mutual Funds – This class consists of publicly traded mutual funds. The fair value of these investments is determined by
reference to the fair value of the underlying securities of the mutual funds. The NAV of the mutual fund's shares is quoted on the exchange where the fund is traded and therefore classified as a Level 1 investment.
Artesian Common Stock –This class consists of Artesian Common Stock Class A non-voting shares and is valued at the
quoted market price from a national securities exchange. Artesian Common Stock is classified as a Level 1 investment.
Common Collective Trust – This class consists of a commingled fund that primarily invests in domestic fixed income
securities, money market funds and investment contracts issued by insurance companies and other financial institutions and seeks to preserve principal investment while earning interest income. The NAV of the common collective trust is used as a
practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. The common collective trust allows
for daily redemption and investments in the common collective fund do not have a participant level holding period. There are no unfunded commitments for investments in the common collective trust.
Note E – Distributions Payable
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, 2019 and 2018, 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.
|
Note F – Related Party Transactions
Artesian Resources Corporation and its employees are parties-in-interest to the Plan. On December 31, 2019 and December 31, 2018, the Plan's assets included $6,160,851 and
$6,084,098, respectively, of Artesian Resources Corporation Class A non-voting stock and $296,724 and $276,145, respectively, of participant notes receivable. Additionally, as of December 31, 2019 and 2018, certain plan investments
totaling $2,334,851 and $2,257,057, respectively, represent investments managed by PNC Advisors or its affiliates. PNC Advisors is the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest
transactions. Transactions in these assets are exempt from the prohibited transaction rules.
|
Note G – Subsequent Events
Plan management evaluated subsequent events through June 25, 2020, the date the financial statements were available to be issued.
Based on the subsequent events reviewed, the following matters have been disclosed.
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The COVID-19 pandemic has led to extreme volatility
in financial markets and has affected, and may continue to affect, the market price of Artesian Resources Corporation’s Class A non-voting common stock and other Plan assets. While the potential economic impact brought by, and the duration of,
COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets. The extent to which COVID-19 impacts the financial markets will depend on future developments that are
highly uncertain and cannot be predicted.
Artesian Resources Corporation Retirement Plan
Notes to the Financial Statements (Continued)
Note G – Subsequent Events (Continued)
On March 27, 2020, the United States Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which permits eligible Plan participants that meet certain requirements to request
penalty-free distributions of up to $100,000 from their retirement plan in 2020 for qualifying coronavirus-related reasons. These reasons include adverse financial consequences due to being quarantined, furloughed, laid off, having work hours
reduced or being unable to work due to a lack of childcare resulting from COVID-19. The Administrative Committee approved updates to the Plan to allow for both coronavirus-related distributions and loans. A notice of the updates was
distributed to all participants in the Plan. The Administrative Committee is in the process of amending the Plan to incorporate these CARES Act provisions.
.
Artesian Resources Corporation Retirement Plan
EIN 51-0002090, Plan No. 003
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
December 31, 2019
(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
|
|
|
$
|
6,160,851
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
PNC Stable Value Fund Z
|
Common/Collective Trust
|
|
|
|
2,334,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds -
|
|
|
|
|
|
|
|
|
|
American Funds EuroPacific Growth R6
|
Mutual Funds
|
|
|
|
3,671,394
|
|
|
|
|
T Rowe Price Growth Stock I
|
Mutual Funds
|
|
|
|
11,749,182
|
|
|
|
|
Prudential QMA Mid Cap Value Q
|
Mutual Funds
|
|
|
|
3,070,341
|
|
|
|
|
J.P. Morgan Emerging Markets Equity R6
|
Mutual Funds
|
|
|
|
261,869
|
|
|
|
|
J.P. Morgan Equity Income R6
|
Mutual Funds
|
|
|
|
6,439,783
|
|
|
|
|
J.P. Morgan Mid Cap Growth R6
|
Mutual Funds
|
|
|
|
2,062,957
|
|
|
|
|
Vanguard Short-Term Investment-Grade Admiral
|
Mutual Funds
|
|
|
|
767,223
|
|
|
|
|
Vanguard Mid Cap Index Admiral
|
Mutual Funds
|
|
|
|
1,051,984
|
|
|
|
|
Vanguard Small Cap Index Admiral
|
Mutual Funds
|
|
|
|
1,178,815
|
|
|
|
|
Vanguard 500 Index Admiral
|
Mutual Funds
|
|
|
|
7,971,908
|
|
|
|
|
American Funds American Balanced R6
|
Mutual Funds
|
|
|
|
2,884,669
|
|
|
|
|
American Funds 2010 Target Date Retire R6
|
Mutual Funds
|
|
|
|
528,593
|
|
|
|
|
American Funds 2020 Target Date Retire R6
|
Mutual Funds
|
|
|
|
313,649
|
|
|
|
|
American Funds 2025 Target Date Retire R6
|
Mutual Funds
|
|
|
|
1,638,908
|
|
|
|
|
American Funds 2030 Target Date Retire R6
|
Mutual Funds
|
|
|
|
818,082
|
|
|
|
|
American Funds 2035 Target Date Retire R6
|
Mutual Funds
|
|
|
|
1,881,687
|
|
|
|
|
American Funds 2040 Target Date Retire R6
|
Mutual Funds
|
|
|
|
44,947
|
|
|
|
|
American Funds 2045 Target Date Retire R6
|
Mutual Funds
|
|
|
|
2,069,978
|
|
|
|
|
American Funds 2050 Target Date Retire R6
|
Mutual Funds
|
|
|
|
97,439
|
|
|
|
|
American Funds 2055 Target Date Retire R6
|
Mutual Funds
|
|
|
|
985,762
|
|
|
|
|
American Funds 2060 Target Date Retire R6
|
Mutual Funds
|
|
|
|
14,879
|
|
|
|
|
American Century Small Cap Value R6
|
Mutual Funds
|
|
|
|
29,765
|
|
|
|
|
Pioneer Bond K
|
Mutual Funds
|
|
|
|
3,559,835
|
|
|
|
|
Carillon Eagle Small Cap Growth R6
|
Mutual Funds
|
|
|
|
807,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participants' Notes Receivable -
|
|
|
|
|
|
|
|
*
|
|
Various Participants
|
Interest rates range from 4.25% to 9.25%
|
|
|
296,724
|
|
|
|
|
|
|
|
|
$
|
62,693,561
|
|
|
*
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN
|
|
|
|
|
|
|
|
|
|
Date: June 25, 2020
|
By:
|
/s/ Jennifer L. Finch
|
|
|
|
Jennifer L. Finch
|
|
|
|
Plan Administrator
|
|
Exhibit No.
|
Description
|
|
|
|
Consent of BDO USA, LLP *
|
|
|
*
|
Filed herewith.
|