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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 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. PNC Bank, National Association was a co-fiduciary of the Plan within the meaning of 3(21) of ERISA during the year 2021. As part of our transition to a new record keeper in December 2021, Great
West Trust Company, LLC was also a co-fiduciary of the Plan within the meaning of 3(21) of ERISA during the year 2021. 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 2021.
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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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The total matching, discretionary and service contributions in 2021 were approximately $604,000, $420,000 and $201,000, 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 2021.
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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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Artesian 401(k) Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
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2.
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Participation and Vesting (Continued)
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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 may be offset against Company contributions or Plan administration expenses. As of December 31, 2021 and 2020, forfeited non-vested accounts were nominal. In 2021,
approximately $17,000 was applied to reduce the Plan Sponsor’s contribution obligations.
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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 investment 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 401(k) Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
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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 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.
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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, 2021.
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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 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.
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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.
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On March 27, 2020, the United States Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which permitted eligible Plan participants that met 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 included 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 the coronavirus (“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. In 2020 the Administrative Committee approved the amendment of the Plan to address the CARES Act, before the due date of December 31, 2022.
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Artesian 401(k) Retirement Plan
Notes to the Financial Statements (Continued)
Note A - Description of the Plan (Continued)
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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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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. Effective
December 15, 2021, 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.
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Note B - Significant Accounting Policies
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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, 2021 and 2020.
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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.
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Artesian 401(k) 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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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 2021, no amounts were recorded as deemed
distributions. No allowance for credit losses has been recorded as of December 31, 2021 and 2020. In response to the CARES Act, the Plan temporarily allowed for the suspension of loan repayments. This temporary provision expired December
31, 2021.
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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 (the “IRS”) has determined and informed the Company by letter dated August 26, 2016 that the Plan is qualified and the trust established under the Plan is tax exempt under the
appropriate sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and currently being operated in compliance with
the applicable requirements of the IRC. 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 IRS regarding the qualified status of the Restated Plan. A determination
letter has not yet been received. The Plan administrator and the Plan’s tax counsel believe the Plan continues to be qualified and 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, 2021, 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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Artesian 401(k) Retirement Plan
Notes to the Financial Statements (Continued)
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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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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.
Several factors, including the COVID-19 pandemic, economic influences and inflation trends have led to extreme volatility in financial markets and have affected, and may continue to affect, the market price of Artesian
Resources Corporation’s Class A non-voting common stock and other Plan investments. While the potential impact brought by, and the duration of, these factors may be difficult to assess or predict, they could result in significant disruption of
global financial markets. The extent to which these factors impact the financial markets will depend on future developments that are highly uncertain and cannot be predicted.
Note D – Investments
Financial Accounting Standards Board (“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:
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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 401(k) 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, 2021
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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68,468,423
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$
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---
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$
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---
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$
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68,468,423
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Artesian Resources Corporation Class A non-voting common stock
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7,903,893
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---
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---
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7,903,893
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Total investments in the fair value hierarchy
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76,372,316
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---
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---
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76,372,316
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Common collective trust*
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---
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---
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---
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4,234,335
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Total investments, at fair value
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$
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76,372,316
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$
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---
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$
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$
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80,606,651
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Investments at Fair Value as of December 31, 2020
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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62,161,769
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$
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---
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$
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---
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$
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62,161,769
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Artesian Resources Corporation Class A non-voting common stock
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6,275,825
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---
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---
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6,275,825
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Total investments in the fair value hierarchy
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68,437,594
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---
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---
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68,437,594
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Common collective trust*
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---
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---
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---
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4,008,334
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Total investments, at fair value
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$
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68,437,594
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$
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---
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$
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$
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72,445,928
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* 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 401(k) 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 commingled funds 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 and does
not have a participant level holding period. There are no unfunded commitments for investments in the common collective trust. The common collective trusts represent investments in the T. Rowe Price Stable Value Fund.
Note E – Distributions Payable
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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.
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At December 31, 2021 and 2020, 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.
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Note F – Related Party and Party in Interest Transactions
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Artesian Resources Corporation and its employees are parties-in-interest to the Plan. On December 31, 2021 and December 31, 2020, the Plan's assets included $7,903,893 and $6,275,825, respectively, of
Artesian Resources Corporation Class A non-voting stock and $277,576 and $330,604, respectively, of participant notes receivable. Transactions in these assets are exempt from the prohibited transaction rules.
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Note G – Subsequent Events
Plan management evaluated subsequent events through the date the financial statements were available to be issued and has determined that there are no subsequent events that require disclosure.