ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 2003 ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN FINANCIAL STATEMENTS DECEMBER 31, 2003 INDEX Page INDEPENDENT AUDITORS' REPORT 1-2 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits, December 31, 2003 3-4 Statement of Net Assets Available for Benefits, December 31, 2002 5 Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2003 6-8 Notes to the Financial Statements 9-18 SUPPLEMENTAL SCHEDULE Schedule of Assets Held for Investment Purposes 19 Independent Auditors' 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, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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, 2003 and 2002, and the changes in net assets available for plan benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Independent Auditors' Report (Cont'd.) Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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 schedule 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, Shopa & Co. Wilmington, Delaware June 23, 2004 - 2 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 Participant Directed ---------------------------------------------------------------------------------------------------------- Growth Fund Columbia Gartmore Lord Abbett Columbia of America Mid Cap Calamos Dodge & Cox Dodge & Cox Morley Mid-Cap Acorn Z A Value A Growth A Balanced Stock Stable Adv Value A -------- ------------ -------- -------- ----------- ----------- ---------- ----------- Assets: Cash $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- Registered Investment Companies 284,331 3,322,330 27,782 234,059 28,946 2,018,405 1,078,085 157,086 Employer Securities -- -- -- -- -- -- -- -- Participant Loans -- -- -- -- -- -- -- -- --------- ----------- -------- --------- -------- ----------- ----------- --------- Total Investments 284,331 3,322,330 27,782 234,059 28,946 2,018,405 1,078,085 157,086 Amount due from employer -- 43,794 -- -- -- 15,264 -- -- --------- ----------- -------- --------- -------- ----------- ----------- --------- Net assets available for benefits $ 284,331 $ 3,366,124 $ 27,782 $ 234,059 $ 28,946 $ 2,033,669 $ 1,078,085 $ 157,086 ========= =========== ======== ========= ======== =========== =========== ========= See accompanying notes to the financial statements. - 3 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 Participant Directed --------------------------------------------------------------------------------------------------------- PIMCO Royce Total Low- Managed Artesian Davis NY Return Priced Templeton Liquidity Income Resources Participant Venture A Admin Stock Foreign R Fund Portfolio Corp. A Loans Total --------- ------ -------- --------- --------- --------- --------- ----------- ------- Assets: Cash $ -- $ -- $ -- $ -- $ 14,691 $ 8,833 $ -- $ -- $ 23,524 Registered Investment Companies 3,602,722 988,513 222,538 735,866 -- -- -- -- 12,700,663 Employer Securities -- -- -- -- -- -- 1,776,875 -- 1,776,875 Participant Loans -- -- -- -- -- -- -- 333,577 333,577 ----------- --------- --------- --------- -------- ------- ----------- --------- ------------ Total Investments 3,602,722 988,513 222,538 735,866 14,691 8,833 1,776,875 333,577 14,834,639 Amount due from employer -- -- -- 43,793 31,725 -- -- -- 134,576 ----------- --------- --------- --------- -------- ------- ----------- --------- ------------ Net assets available for benefits $ 3,602,722 $ 988,513 $ 222,538 $ 779,659 $ 46,416 $ 8,833 $ 1,776,875 $ 333,577 $ 14,969,215 =========== ========= ========= ========= ======== ======= =========== ========= ============ See accompanying notes to the financial statements. - 4 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 Participant Directed ------------------------------------------------------------------------------------------------------ Fidelity Family of Mutual Funds ------------------------------------------------------------------------------------------------------ Managed Equity Aggressive Income Intermediate Diversified Artesian Income II Growth Puritan Portfolio Bond Int'l A --------- ---------- ------- --------- ------------ ----------- -------- Assets: Cash $ 15,983 $ 7,360 $ 1,426 $ 27,924 $ 116,257 $ 3,487 $ 269 Investments, at fair value--Common/ Collective Trusts -- -- -- 980,704 -- -- -- Registered Investment Companies 3,625,183 2,320,725 878,297 -- 877,495 434,607 -- Employer Securities -- -- -- -- -- -- 1,122,290 Participant Loans -- -- -- -- -- -- -- ----------- ----------- --------- ----------- --------- --------- ----------- Total Investments 3,641,166 2,328,085 879,723 1,008,628 993,752 438,094 1,122,559 Amount due from employer -- -- -- 69,680 -- -- 15,714 ----------- ----------- --------- ----------- --------- --------- ----------- Net assets available for benefits $ 3,641,166 $ 2,328,085 $ 879,723 $ 1,078,308 $ 993,752 $ 438,094 $ 1,138,273 =========== =========== ========= =========== ========= ========= =========== Participant Loans Total ----------- --------- Assets: Cash $ -- $ 172,706 Investments, at fair value--Common/ Collective Trusts -- 980,704 Registered Investment Companies -- 8,136,307 Employer Securities -- 1,122,290 Participant Loans 320,720 320,720 --------- ------------ Total Investments 320,720 10,732,727 Amount due from employer -- 85,394 --------- ------------ Net assets available for benefits $ 320,720 $ 10,818,121 ========= ============ See accompanying notes to the financial statements. - 5 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 Participant Directed ------------------------------------------------------------------------------------------- Fidelity Family of Mutual Funds ------------------------------------------------------------------------------------------- Managed Equity Income Aggressive Income Intermediate Diversified II Growth Puritan Portfolio Bond International ------------- ---------- ------- --------- ------------ ------------- Additions to Net Assets attributed to: Investment income: Net appreciation (depreciation) of investments $ 195,956 $ 99,549 $ 23,369 $ -- $ (4,088) $ 7,091 Dividends -- -- -- -- 699 -- Interest -- -- -- 15,007 -- -- Contributions Participants -- -- -- -- -- -- Employer -- -- -- (69,680) -- -- ------------ ------------ ---------- ------------ ---------- ---------- 195,956 99,549 23,369 (54,673) (3,389) 7,091 Deductions from Net Assets attributed to: Administrative expenses -- 2,596 -- -- -- 17 Participant distributions 15,983 7,360 1,426 3,215 116,257 3,487 ------------ ------------ ---------- ------------ ---------- ---------- Total deductions 15,983 9,956 1,426 3,215 116,257 3,504 ------------ ------------ ---------- ------------ ---------- ---------- Net increase (decrease) prior and inter-fund transfers 179,973 89,593 21,943 (57,888) (119,646) 3,587 Inter-fund transfers (3,821,139) (2,417,678) (901,666) (1,011,587) (874,106) (441,681) ------------ ------------ ---------- ------------ ---------- ---------- Net increase (decrease) in plan assets (3,641,166) (2,328,085) (879,723) (1,069,475) (993,752) (438,094) Net assets available for benefits-beginning of year 3,641,166 2,328,085 879,723 1,078,308 993,752 438,094 ------------ ------------ ---------- ------------ ---------- ---------- Net assets available for benefits-end of year $ -- $ -- $ -- $ 8,833 $ -- $ -- ============ ============ ========== ============ ========== ========== See accompanying notes to the financial statements. - 6 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 Participant Directed --------------------------------------------------------------------------------------------------------- Growth Fund Columbia Gartmore Lord Abbett Columbia of America Mid Cap Calamos Dodge & Cox Dodge & Cox Morley Mid-Cap Acorn Z A Value A Growth A Balanced Stock Stable Adv Value A -------- ------------ -------- -------- ----------- ----------- ---------- ----------- Additions to Net Assets attributed to: Investment income: Net appreciation (depreciation) of investments $ 71,851 $ 752,448 $ 4,183 $ 55,394 $ 3,127 $ 427,403 $ 23,966 $ 32,202 Dividends 252 820 -- -- 635 39,653 -- 2,326 Interest -- -- -- -- -- -- -- -- Contributions Participants 18,406 192,375 7,742 30,742 13,281 91,554 54,600 20,392 Employer 30,401 136,335 2,661 33,924 4,212 77,352 60,930 8,340 --------- ----------- -------- --------- -------- ----------- ----------- --------- 120,910 1,081,978 14,586 120,060 21,255 635,962 139,496 63,260 Deductions from Net Assets attributed to: Administrative expenses -- -- -- -- -- -- -- -- Participant distributions 5,104 113,515 46 3,928 2,164 27,419 65,489 3,389 --------- ----------- -------- --------- -------- ----------- ----------- --------- Total deductions 5,104 113,515 46 3,928 2,164 27,419 65,489 3,389 --------- ----------- -------- --------- -------- ----------- ----------- --------- Net increase (decrease) prior to inter-fund transfers 115,806 968,463 14,540 116,132 19,091 608,543 74,007 59,871 Inter-fund transfers 168,525 2,397,661 13,242 117,927 9,855 1,425,126 1,004,078 97,215 --------- ----------- -------- --------- -------- ----------- ----------- --------- Net increase (decrease) in plan assets 284,331 3,366,124 27,782 234,059 28,946 2,033,669 1,078,085 157,086 Net assets available for benefits-beginning of year -- -- -- -- -- -- -- -- --------- ----------- -------- --------- -------- ----------- ----------- --------- Net assets available for benefits-end of year $ 284,331 $ 3,366,124 $ 27,782 $ 234,059 $ 28,946 $ 2,033,669 $ 1,078,085 $ 157,086 ========= =========== ======== ========= ======== =========== =========== ========= See accompanying notes to the financial statements. - 7 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 Participant Directed ------------------------------------------------------------------------------------------------------- PIMCO Royce Total Low- Artesian Davis NY Return Priced Templeton Liquidity Resources Participant Venture A Admin Stock Foreign R Fund Corp. A Loans Total --------- ------ -------- --------- --------- --------- ----------- ------- Additions to Net Assets attributed to: Investment income: Net appreciation (depreciation) of investments $ 772,181 $ 2,779 $ 61,984 $ 148,794 $ -- $ 496,554 $ -- $ 3,174,743 Dividends 23,935 42,182 958 12,138 48,567 -- -- 172,165 Interest -- -- -- -- -- -- 23,279 38,286 Contributions Participants 117,597 82,734 19,533 30,449 71,163 -- -- 750,568 Employer 151,832 101,658 29,653 64,605 43,435 (16,075) -- 659,583 ----------- --------- --------- --------- ----------- ----------- --------- ------------ 1,065,545 229,353 112,128 255,986 163,165 480,479 23,279 4,795,345 Deductions from Net Assets attributed to: Administrative expenses -- -- -- -- -- -- -- 2,613 Participant distributions 136,410 21,822 4,142 22,994 8 62,163 25,317 641,638 ----------- --------- --------- --------- ----------- ----------- --------- ------------ Total deductions 136,410 21,822 4,142 22,994 8 62,163 25,317 644,251 ----------- --------- --------- --------- ----------- ----------- --------- ------------ Net increase (decrease) prior and inter-fund transfers 929,135 207,531 107,986 232,992 163,157 418,316 (2,038) 4,151,094 Inter-fund transfers 2,673,587 780,982 114,552 546,667 (116,741) 220,286 14,895 -- ----------- --------- --------- --------- ----------- ----------- --------- ------------ Net increase (decrease) in plan assets 3,602,722 988,513 222,538 779,659 46,416 638,602 12,857 4,151,094 Net assets available for benefits-beginning of year -- -- -- -- -- 1,138,273 320,720 10,818,121 ----------- --------- --------- --------- ----------- ----------- --------- ------------ Net assets available for benefits-end of year $ 3,602,722 $ 988,513 $ 222,538 $ 779,659 $ 46,416 $ 1,776,875 $ 333,577 $ 14,969,215 =========== ========= ========= ========= =========== =========== ========= ============ See accompanying notes to the financial statements. - 8 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 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 2003. 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 $12,000 ($14,000 for participants age 55 and older) for all deferrals under all plans in 2003 (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 2003. - 9 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 DESCRIPTION OF THE PLAN (CONT'D.) PARTICIPATION, VESTING AND WITHDRAWALS (CONT'D.) The Company's Board of Directors, at its sole discretion, may make an additional discretionary contribution. No additional discretionary contributions were made for 2003. Participant contributions, and the related earnings, are fully vested. Company contributions, and the related earnings, 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: - 10 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 DESCRIPTION OF THE PLAN (CONT'D.) PARTICIPATION, VESTING AND WITHDRAWALS (CONT'D.) o Only employees as of April 26, 1994 are eligible for participation. o 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% o 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% o 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. - 11 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 DESCRIPTION OF THE PLAN (CONT'D.) INVESTMENT ELECTIONS Participants may allocate basic and matching contributions among the various mutual fund investments and/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 one (1) percent with a minimum investment of one (1) 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 or her 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. - 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. - 12 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 DESCRIPTION OF THE PLAN (CONT'D.) LOANS (CONT'D.) - Interest rates on loans are prime plus one percent at the date of the loan. - 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, 2003 was made up of: 2003 -------- New loans $131,589 Loan repayments (93,415) Transfer of interest income (23,279) -------- $ 14,895 ======== 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. - 13 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 DESCRIPTION OF THE PLAN (CONT'D.) 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. CHANGE IN AVAILABLE FUNDS AND RECORDKEEPERS During 2002, the Plan's Committee of Trustees unanimously approved changing the investment funds and third-party administrators (TPA). On January 7, 2003, the funds were sold, and most of the cash was transferred to the new TPA as of December 31, 2003, $8,833 remained in Fidelity Cash Reserves of the Fidelity Managed Income Portfolio (the former TPA). 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. - 14 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 SIGNIFICANT ACCOUNTING POLICIES (CONT'D.) 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION Plan assets held in mutual fund investments and Artesian Resources Corp. 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. - 15 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 SIGNIFICANT ACCOUNTING POLICIES (CONT'D.) PARTICIPANT DISTRIBUTIONS Participant distributions are recorded when paid. INCOME TAXES The Internal Revenue Service has determined and informed the Company by a letter dated March 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 $23,524 in mutual fund money market accounts at December 31, 2003 ($172,706 in 2002). 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 "A" Common Stock, are subject to market risk. - 16 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 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, 2003: American Funds Growth Fund of America A Dodge & Cox Stock Gartmore Morley Stable Adv Davis NY Venture PIMCO Total Return Admin Templeton Foreign R Artesian "A" Common Stock 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. 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, 2003 and 2002 to Schedule H of Form 5500: - 17 - ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2003 RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500 (CONT'D.) 2003 2002 ----------- ----------- Net assets available for benefits per the financial statements $14,969,215 $10,818,121 Amounts allocated to withdrawing participants (5,044) (153,040) ----------- ----------- Net assets available for benefits per Schedule H to the Form 5500 $14,964,171 $10,665,081 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2003 to Schedule H of Form 5500: Benefits paid to participants per the financial statements $ 641,638 Add: Amounts allocated to withdrawing participants at December 31, 2003 5,044 Less: Amounts allocated to withdrawing participants at December 31, 2002 (153,040) ----------- Benefits paid to participants per Schedule H of Form 5500 $ 493,642 =========== - 18 - SUPPLEMENTAL SCHEDULE ARTESIAN RESOURCES CORPORATION RETIREMENT PLAN EIN: 51-0002090, PLAN NO.: 003 SCHEDULE H, PART IV, LINE 4i: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR AS OF DECEMBER 31, 2003 (a) (b) Identity of issue, borrower, (c) Description of investment including maturity date, (e) Current lessor or similar party rate of interest, collateral, par or maturity value (d) Cost Value ---------------------------- --------------------------------------------------- -------- ----------- Invesmart Mutual Fund Columbia Acorn Z $ 214,386 $ 284,331 Selections Growth Fund of America A 2,598,763 3,322,330 Columbia Mid Cap Value A 23,853 27,782 Calamos Growth A 183,664 234,059 Dodge & Cox Balanced 25,972 28,946 Dodge & Cox Stock 1,594,571 2,018,405 Gartmore Morley Stable Adv 1,055,077 1,078,085 Lord Abbett Mid-Cap Value A 125,816 157,086 Davis NY Venture 2,816,598 3,602,722 PIMCO Total Return Admin 988,168 988,513 Royce Low-Priced Stock 163,744 222,538 Templeton Foreign R 584,227 735,866 Fidelity Cash Reserves 8,833 8,833 Invesmart Liquidity Fund 14,691 14,691 ----------- ----------- Total mutual funds 10,398,363 12,724,187 * Artesian Resources Corporation Class A non-voting common stock 1,337,774 1,776,875 Participant Loans Interest rates range from 5.00% to 10.50%, can borrow up to 50% of account balance, repayment terms range from 5 to 15 years, secured by account balance - 333,577 ----------- ----------- $11,736,137 $14,834,639 =========== =========== * Identifies the party as a "Party in Interest". - 19 -