Quailwood Meadows Community Facilities District Annual Financial
Transcription
Quailwood Meadows Community Facilities District Annual Financial
Quailwood Meadows Community Facilities District Annual Financial Report For Fiscal Year Ended June 30, 2015 Quailwood Meadows Community Facilities District For the Fiscal Year Ended June 30, 2015 Table of Contents Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Position Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 4 5 6 7 8 9 3033 N. Central Ave., Suite 300 Phoenix, Arizona 85012 Tel (602) 277-9449 Fax (602) 277-9297 INDEPENDENT AUDITOR’S REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (District), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2015, and the related notes to the financial statements, which collectively comprise the District’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District, as of June 30, 2015, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. Page 1 TUCSON • PHOENIX • FLAGSTAFF www.heinfeldmeech.com Other Matter Required Supplementary Information Management has omitted the Management’s Discussion and Analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. CPAs and Business Consultants November 6, 2015 Page 2 Basic Financial Statements 3 Quailwood Meadows Community Facilities District Statement of Net Position June 30, 2015 Governmental Activities ASSETS Current assets: Restricted cash and cash equivalents Accounts receivable Total current assets $ Total assets 567,681 2,057 569,738 569,738 DEFERRED OUTFLOWS OF RESOURCES Deferred charges on refunding Total deferred outflows of resources 332,625 332,625 LIABILITIES Liabilities payable from restricted assets: Advance from Town Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 209,549 195,000 404,549 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Total noncurrent liabilities 5,450,000 5,450,000 Total liabilities 5,854,549 NET POSITION Unrestricted Total net position $ The notes to the financial statements are an integral part of this statement. 4 (4,952,186) (4,952,186) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2015 Function/Programs Community Facilities District Administration Interest and fiscal charges Total district activities Total primary government Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Expenses $ 62,018 262,421 324,439 $ - $ - $ - $ 324,439 $ - $ - $ - Governmental Activities $ (324,439) General revenues: Taxes: Property taxes Interest and investment income Developer Contributions Total general revenues Change in net position Net position - beginning Net position - ending The notes to the financial statements are an integral part of this statement. 5 (62,018) (262,421) (324,439) 396,363 2 130,410 526,775 202,336 $ (5,154,522) (4,952,186) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2015 ASSETS Restricted assets - cash and cash equivalents Accounts receivable Total assets $ $ LIABILITIES AND FUND BALANCE Liabilities: Advance from Town Total Liabilities $ Fund balance: Restricted Total fund balance 567,681 2,057 569,738 209,549 209,549 360,189 360,189 Amounts reported for governmental activities in the statement of net position are different because: Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Bonds payable Deferred charge on refunding (5,645,000) 332,625 Net position of governmental activities - statement of net position $ The notes to the financial statements are an integral part of this statement. 6 (4,952,186) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2015 REVENUES Property taxes Developer contributions Interest income Total revenues $ EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Total expenditures 396,363 130,410 2 526,775 62,018 165,000 240,246 467,264 Excess of revenues over (under) expenditures 59,511 Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 7 300,678 360,189 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2015 Net change in fund balances - Governmental Fund Type $ 59,511 Amounts reported for governmental activities in the statement of activities are different because: Issuance and repayment of long-term debt is a revenue and expenditure in the governmental funds, but the issuance and repayment reduces long-term liabilities in the statements of net position. In the current period, these amounts are: Amortization on outstanding debt Principal payments on debt (22,175) 165,000 Changes in net position of governmental activities $ The notes to the financial statements are an integral part of this statement. 8 202,336 Quailwood Meadows Community Facilities District NOTES TO FINANCIAL STATEMENTS I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with Governmental Accounting Standards Board (GASB) Statement No. 39 – Determining Whether Certain Organizations are Component Units, the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2015, using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant GASB pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net position and the statement of activities) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The District does not have any business-type activities. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. 9 Quailwood Meadows Community Facilities District C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. The District considers property tax revenues to be available if they are collected within sixty (60) days of the end of the current fiscal period. All other revenues are considered to be measured and available when the District receives cash. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to claims and judgments, are recorded only when payment is due. D. Property Tax Calendar The County Treasurer is responsible for collecting property taxes for all government entities within the county. The county levies real and personal property taxes on or before the third Monday in August that become due and payable in two equal installments. The first installment is due on the first day of October and becomes delinquent after the first business day of November. The second installment is due on the first day of March of the next year and becomes delinquent after the first business day of May. Pursuant to Arizona statutes, a lien against assessed real and personal property attaches on the first day of January preceding assessment and levy; however according to case law, an enforceable legal claim to the asset does not arise. E. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. F. Assets, Liabilities, Deferred Outflows/Inflows of Resources and Net Position/Fund Balance Cash and Cash Equivalents Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty (30) days, and pooled investment funds established by the State Treasurer. Other investments include obligations of the U.S. Treasury, U.S. Government agencies, bankers’ acceptances and mutual funds. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District bond assets as well as certain resources set aside for bond repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. 10 Quailwood Meadows Community Facilities District Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net position. Bond premiums and discounts, as well as the difference between the reacquisition price, and the net carrying amount of the old debt, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are expensed. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position may report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense/expenditures) until then. In addition to liabilities, the statement of financial position may report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources (revenue) until that time. Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2015. Fund Equity In the fund financial statements, governmental funds report a restriction of fund balance for amounts that are not legally restricted by outside parties for a specific purpose. II. DETAILED NOTES A. Cash and Cash Equivalents Deposits At June 30, 2015, the carrying amount of the District’s deposits was $567,681, which is comprised of the bank checking account balance of $567,681. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2015, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. 11 Quailwood Meadows Community Facilities District B. Advance from Town With the downturn in the housing market, the secondary assessed value for the District was severely affected. As a result, the District did not generate sufficient ad valorem taxes to cover operating expenditures incurred within the District. The Town has advanced funds to the District to cover these costs. The District will begin repaying the Town as the secondary assessed value begins to increase. C. Debt On October 25, 2013, the District issued $5,810,000 in general obligation bonds with an interest rate of 4.213%. The proceeds, along with a $568,501 developer deposit, were used to advance refund $5,865,000 of outstanding Series 2004 Quailwood Meadows Community Facilities District general obligation bonds. The net proceeds of $6,219,800 were deposited in an irrevocable trust with an escrow agent to provide for the future debt service payment on the refunded bonds. As a result, the Series 2004 Quailwood Meadows Community Facilities District general obligation bonds are considered defeased and the liability for those bonds has been removed from the statement of net position. The reacquisition price exceeded the net carrying amount of the old debt by $354,800. This amount is being amortized over the remaining life of the refunding debt. The District has the following long-term obligations: $5,810,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2013, is due in annual payments of $165,000 to $560,000 through July 15, 2029, with interest at 4.2125% per annum (payable from revenues generated through an ad valorem tax assessed by the District against the properties located within the boundaries of the District). The Town has no contingent obligation with respect to these bonds – streets, parks, utilities and related improvements. Changes in Long-Term Liabilities: Balance 06/30/2014 $ 5,810,000 Increases $ - Decreases Balance 06/30/2015 Due Within One Year $ 165,000 $ 5,645,000 $ 195,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2016 2017 2018 2019 2020 2021-25 2026-30 Principal $ $ 195,000 $ 190,000 215,000 240,000 265,000 1,975,000 2,565,000 5,645,000 $ 12 Interest 233,688 225,579 217,049 207,466 196,829 765,938 278,973 2,125,522 Quailwood Meadows Community Facilities District The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2015, the District board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. III. OTHER INFORMATION A. Contingent Liabilities In the ordinary course of conducting its operations the District is involved in various legal matters. The District’s legal counsel reports on the cases pending against the District. These matters are in various stages and the impact, if any, is not currently determinable. The District’s management does not believe that any of these matters would have a material impact on the financial statements. B. Risk Management The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. D. Subsequent Events On July 9, 2015, the District approved a property tax rate decrease from $4.60 per $100 of secondary assessed value to $3.58. 13 Quailwood Meadows Community Facilities District Annual Financial Report For Fiscal Year Ended June 30, 2014 Quailwood Meadows Community Facilities District For the Fiscal Year Ended June 30, 2014 Table of Contents Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Position Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 4 5 6 7 8 9 3033 N. Central Ave., Suite 300 Phoenix, Arizona 85012 Tel (602) 277-9449 Fax (602) 277-9297 INDEPENDENT AUDITOR’S REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (District), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2014, and the related notes to the financial statements, which collectively comprise the District’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District, as of June 30, 2014, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As described in Note 1, the District implemented the provisions of the Governmental Accounting Standards Board (GASB) Statement No. 65, Items Previously Reported as Assets and Liabilities, for the year ended June 30, 2014, which represents a change in accounting principle. Our opinion is not modified with respect to this matter. Page 1 TUCSON • PHOENIX • FLAGSTAFF www.heinfeldmeech.com Other Matter Required Supplementary Information Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. CPAs and Business Consultants November 6, 2014 Page 2 Basic Financial Statements 3 Quailwood Meadows Community Facilities District Statement of Net Position June 30, 2014 Governmental Activities ASSETS Current assets: Restricted cash and cash equivalents Accounts receivable Total current assets $ Total assets 472,190 2,849 475,039 475,039 DEFERRED OUTFLOWS OF RESOURCES Deferred charges on refunding Total deferred outflows of resources 354,800 354,800 LIABILITIES Liabilities payable from restricted assets: Advance from Town Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 174,361 165,000 339,361 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Total noncurrent liabilities 5,645,000 5,645,000 Total liabilities 5,984,361 NET POSITION Unrestricted Total net position $ The notes to the financial statements are an integral part of this statement. 4 (5,154,522) (5,154,522) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2014 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Expenses $ 64,225 390,483 454,708 $ - $ - $ - $ 454,708 $ - $ - $ - Governmental Activities $ (454,708) General revenues: Taxes: Property taxes Interest and investment income Developer Contributions Total general revenues Change in net position 379,451 27 945,303 1,324,781 870,073 Total net position - June 30, 2013, as previously reported Unamortized bond issuance cost Total net position - July 1, 2013, as restated Net position - ending The notes to the financial statements are an integral part of this statement. 5 (64,225) (390,483) (454,708) (5,828,028) (196,567) (6,024,595) $ (5,154,522) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2014 ASSETS Restricted assets - cash and cash equivalents Accounts receivable Total assets $ $ LIABILITIES AND FUND BALANCE Liabilities: Advance from Town Total Liabilities $ Fund balance: Restricted Total fund balance 472,190 2,849 475,039 174,361 174,361 300,678 300,678 Amounts reported for governmental activities in the statement of net position are different because: Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Bonds payable Deferred charge on refunding (5,810,000) 354,800 Net position of governmental activities - statement of net position $ The notes to the financial statements are an integral part of this statement. 6 (5,154,522) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2014 REVENUES Property taxes Developer contributions Interest income Total revenues $ EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Bond issuance cost Payments to advanced refunding escrow agent Total expenditures 379,451 945,303 27 1,324,781 64,225 215,000 238,093 152,390 568,501 1,238,209 Excess of revenues over (under) expenditures 86,572 Other financing sources (uses): Refunding bonds issued Payments to advanced refunding escrow agent Total other financing sources (uses) 5,810,000 (5,651,299) 158,701 Excess of revenues and other sources over expenditures 245,273 Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 7 55,405 300,678 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2014 Net change in fund balances - Governmental Fund Type $ 245,273 Amounts reported for governmental activities in the statement of activities are different because: Issuance and repayment of long-term debt is a revenue and expenditure in the governmental funds, but the issuance and repayment reduces long-term liabilities in the statements of net position. In the current period, these amounts are: Bond proceeds Payment to refunding escrow agent Principal payments on debt (5,810,000) 6,219,800 215,000 Changes in net position of governmental activities $ The notes to the financial statements are an integral part of this statement. 8 870,073 Quailwood Meadows Community Facilities District NOTES TO FINANCIAL STATEMENTS I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with Governmental Accounting Standards Board (GASB) Statement No. 39 – Determining Whether Certain Organizations are Component Units, the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2014, using the blended method. During the year ended June 30, 2014, the District implemented the provisions of GASB Statement No. 65, Items Previously Reported as Assets and Liabilities. GASB Statement No. 65 establishes accounting and financial reporting standards that reclassify, as deferred outflows of resources or deferred inflows of resources, certain items that were previously reported as assets and liabilities and recognizes, as outflows of resources or inflows of resources, certain items that were previously reported as assets and liabilities. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant GASB pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net position and the statement of activities) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The District does not have any business-type activities. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. 9 Quailwood Meadows Community Facilities District C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. The District considers revenues to be available if they are collected within sixty (60) days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to claims and judgments, are recorded only when payment is due. D. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. E. Assets, Liabilities, Deferred Outflows/Inflows of Resources and Net Position/Fund Balance Cash and Cash Equivalents Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty (30) days, and pooled investment funds established by the State Treasurer. Other investments include obligations of the U.S. Treasury, U.S. Government agencies, bankers’ acceptances and mutual funds. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net position. Bond premiums and discounts, as well as the difference between the reacquisition price, and the net carrying amount of the old debt, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are expensed. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 10 Quailwood Meadows Community Facilities District Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position may report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense/expenditures) until then. In addition to liabilities, the statement of financial position may report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources (revenue) until that time. Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2014. Fund Equity In the fund financial statements, governmental funds report a restriction of fund balance for amounts that are not legally restricted by outside parties for a specific purpose. II. DETAILED NOTES A. Cash and Cash Equivalents Deposits At June 30, 2014, the carrying amount of the District’s deposits was $472,190, which is comprised of the bank checking account balance of $472,186 and deposits with trustee of $4. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2014, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. B. Advance from Town With the downturn in the housing market, the secondary assessed value for the Quailwood Meadows Community Facilities District was severely affected. As a result, the district did not generate sufficient ad valorem taxes to cover operating expenditures incurred within the district. The Town has advanced funds to the district to cover these costs. The district will begin repaying the Town as the secondary assessed value begins to increase. C. Debt On October 25, 2013, The Quailwood Meadows Community Facilities District issued $5,810,000 in general obligation bonds with an interest rate of 4.213%. The proceeds, along with a $568,501 developer deposit, were used to advance refund $5,865,000 of outstanding Series 2004 Quailwood Meadows Community Facilities District general obligation bonds. The net proceeds of $6,219,800 were deposited in an irrevocable trust with an escrow agent to provide for the future debt service payment on the refunded bonds. As a result, the Series 2004 Quailwood Meadows Community Facilities District general obligation bonds are considered defeased and the liability for those bonds has been removed from the statement of net position. 11 Quailwood Meadows Community Facilities District The reacquisition price exceeded the net carrying amount of the old debt by $354,800. This amount is being amortized over the remaining life of the refunding debt. The Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004, were refunded, resulting in a reduction of its total debt service payments over sixteen years by $1,108,063, and to obtain a present value cash flow savings of $975,210 (including developer deposit of $568,501), for a net present value savings of $406,709. The District has the following long-term obligations: $5,810,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2013, is due in annual payments of $165,000 to $560,000 through July 15, 2029, with interest at 4.2125% per annum (Payable from revenues generated through an ad valorem tax assessed by the District against the properties located within the boundaries of the District. The Town has no contingent obligation with respect to these bonds – streets, parks, utilities and related improvements). Changes in Long-Term Liabilities: Balance 06/30/2013 Series 2004 Series 2013 $ 6,080,000 $ 6,080,000 Increases $ 5,810,000 $ 5,810,000 Decreases $ 6,080,000 $ 6,080,000 Balance 06/30/2014 Due Within One Year $ $ 5,810,000 $ 5,810,000 165,000 $ 165,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2015 2016 2017 2018 2019 2020-24 2025-29 2030 Principal $ $ 165,000 $ 195,000 190,000 215,000 240,000 1,785,000 2,460,000 560,000 5,810,000 $ Interest 241,271 233,688 225,579 217,049 207,466 845,133 384,812 11,795 2,366,793 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2014, the District board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. III. OTHER INFORMATION A. Contingent Liabilities In the ordinary course of conducting its operations the District is involved in various legal matters. The District’s legal counsel reports on the cases pending against the District. These matters are in various stages and the impact, 12 Quailwood Meadows Community Facilities District if any, is not currently determinable. The District’s management does not believe that any of these matters would have a material impact on the financial statements. B. Risk Management The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. C. Developer Deposits In order to regulate the tax rate levied against District property owners, Empire Land LLC (Developer) entered into contribution agreements to make annual contributions towards bond payments. In addition, at the time bonds were issued, a cash deposit of $694,000 was made. The amount held will be available to pay debt service if there has been levied and assessed an ad valorem property tax of at least $3.00 per $100 of secondary assessed valuation on all taxable property within the boundaries of the District and amounts to pay debt service are not available pursuant to the notice of default of the standby contribution agreement. In 2008, the Developer filed for bankruptcy. The District has since filed certain claims as creditors, but the bankruptcy moved very slowly. On April 12, 2012, the District approved an Assignment and Assumption of District Development, Financing Participation and Intergovernmental Agreement with Everest Holdings, LLC. This agreement includes a contribution agreement limited to $315 per year per lot purchased (or to be purchased), not to exceed a total of $1,000,000 over the term of the financing agreement. An unscheduled draw of $47,497 was necessary to make the July 15, 2011 bond payment but sufficient taxes were collected to make the January 15, 2012 bond payment. An unscheduled draw of $17,460 was necessary to make the July 15, 2012 bond payment, but sufficient taxes were collected to make the January 15, 2013 bond payment. Another unscheduled draw of $60,548 was necessary to make the July 15, 2013 bond payment. On October 25, 2013, the Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 were refinanced resulting in present value cash flow savings of $971,509 and net present value savings of $406,709. The refinancing of the bonds eliminated the developer deposit and is expected to stabilize the property tax rates for future debt service payments. D. Prior Period Adjustments The July 1, 2013, government-wide net position of Governmental Activities does not agree to the prior year financial statements due to the implementation of GASB Statement No. 65, Items Previously Reported as Assets and Liabilities. Total net position - June 30, 2013, as previously reported Unamortized bond issuance cost Total net position - July 1, 2013, as restated $ (5,828,028) (196,567) $ (6,024,595) F. Subsequent Events On July 10, 2014, the District approved a property tax rate decrease from $5.55 per $100 of secondary assessed value to $4.60. 13 Quailwood Meadows Community Facilities District Annual Financial Report For Fiscal Year Ended June 30, 2013 Quailwood Meadows Community Facilities District For the Fiscal Year Ended June 30, 2013 Table of Contents Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Position Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 4 5 6 7 8 9 3033 N. Central Ave., Suite 300 Phoenix, Arizona 85012 Tel (602) 277-9449 Fax (602) 277-9297 INDEPENDENT AUDITOR’S REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (the “District”), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2013, and the related notes to the financial statements, which collectively comprise the District’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the District’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the District’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District, as of June 30, 2013, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As described in Note 1, the District implemented the provisions of the Governmental Accounting Standards Board (GASB) Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position, for the year ended June 30, 2013, which represents a change in accounting principle. Our opinion is not modified with respect to this matter. TUCSON • PHOENIX • FLAGSTAFF www.heinfeldmeech.com Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. CPAs and Business Consultants October 30, 2013 Page 2 Basic Financial Statements 3 Quailwood Meadows Community Facilities District Statement of Net Position June 30, 2013 Governmental Activities ASSETS Current assets: Restricted cash and cash equivalents Accounts receivable Total current assets $ Noncurrent assets: Deferred charges Total noncurrent assets 809,519 6,481 816,000 196,567 196,567 Total assets 1,012,567 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 131,552 215,000 346,552 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Developer deposits Total noncurrent liabilities 5,865,000 629,043 6,494,043 Total liabilities 6,840,595 NET POSITION Unrestricted Total net position $ The notes to the financial statements are an integral part of this statement. 4 (5,828,028) (5,828,028) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2013 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Charges for Services Expenses Program Revenues Operating Capital Grants and Grants and Contributions Contributions $ 68,096 389,833 457,929 $ - $ - $ - $ 457,929 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Developer Contributions Total general revenues Change in net position Net position - beginning Net position - ending The notes to the financial statements are an integral part of this statement. 5 Governmental Activities $ (68,096) (389,833) (457,929) (457,929) $ 382,643 71 17,460 400,174 (57,755) (5,770,273) (5,828,028) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2013 ASSETS Restricted assets - cash and cash equivalents Accounts receivable Total assets $ $ LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities $ Fund balance: Restricted Total fund balance 809,519 6,481 816,000 131,552 629,043 760,595 55,405 55,405 Amounts reported for governmental activities in the statement of net position are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net position and amortized in the statement of activities. 196,567 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net position of governmental activities - statement of net position (6,080,000) $ The notes to the financial statements are an integral part of this statement. 6 (5,828,028) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2013 REVENUES Property taxes Developer contributions Interest income Total revenues $ EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Total expenditures 382,643 17,460 71 400,174 68,096 205,000 372,740 645,836 Excess of revenues over (under) expenditures (245,662) Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 7 301,067 55,405 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2013 Net change in fund balances - Governmental Fund Type $ (245,662) Amounts reported for governmental activities in the statement of activities are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net position and amortized in the statement of activities. (17,093) Issuance and repayment of long-term debt is a revenue and expenditure in the governmental funds, but the issuance and repayment reduces long-term liabilities in the statements of net position. In the current period, these amounts are: Principal payments on debt 205,000 Changes in net position of governmental activities $ The notes to the financial statements are an integral part of this statement. 8 (57,755) Quailwood Meadows Community Facilities District NOTES TO FINANCIAL STATEMENTS I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with Governmental Accounting Standards Board (GASB) “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2013, using the blended method. During the year ended June 30, 2013, the District implemented the provisions of GASB Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. GASB Statement No. 63 establishes reporting guidance for certain elements of the financial statements which are distinct from assets and liabilities. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant GASB pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net position and the statement of changes in net position) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The District does not have any business-type activities. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. 9 Quailwood Meadows Community Facilities District C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. The District considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to claims and judgments, are recorded only when payment is due. D. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. E. Assets, Liabilities and Fund Equity Cash and Cash Equivalents Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. Other investments include obligations of the U.S. Treasury, U.S. Government agencies, bankers’ acceptances and mutual funds. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 10 Quailwood Meadows Community Facilities District Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2013. Fund Equity In the fund financial statements, governmental funds report a restriction of fund balance for amounts that are not legally restricted by outside parties for a specific purpose. II. DETAILED NOTES A. Cash and Cash Equivalents The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in money market funds, as governed by state statute. Deposits At June 30, 2013, the carrying amount of the District’s deposits was $809,519 which is comprised of the deposits with trustee of $809,519. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2013, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AA+ by Standard & Poor’s, AAA by Fitch Ratings and Aaa by Moody’s Investors Service. B. Debt The District has the following long-term obligations: $6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $135,000 to $550,000 through July 15, 2029, with interest at 4.25-6.13% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in the event of any deficiency in the revenues generated by the ad valorem tax, the developer is liable to contribute an amount equal to $315 per year per lot purchased (or to be purchased), not to exceed a total of $1,000,000 over the term of the financing agreement. In the event that the developer contribution does not cover the deficiency amount, funds will be drawn from the reserve account with the Trustee to cover the deficiency.) 11 Quailwood Meadows Community Facilities District Changes in Long-Term Liabilities: Balance 6/30/2012 Increases $ 6,285,000 $ - Decreases Balance 6/30/2013 Due Within One Year $ 205,000 $ 6,080,000 $ 215,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2014 2015 2016 2017 2018 2019-23 2024-28 2029-30 Principal $ $ 215,000 $ 230,000 240,000 255,000 270,000 1,630,000 2,175,000 1,065,000 6,080,000 $ Interest 360,605 348,475 334,950 320,100 304,350 1,248,150 674,516 66,304 3,657,450 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2013, the District board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. III. OTHER INFORMATION A. Contingent Liabilities In the ordinary course of conducting its operations the District is involved in various legal matters. The District’s legal counsel reports on the cases pending against the District. These matters are in various stages and the impact, if any, is not currently determinable. The District’s management does not believe that any of these matters would have a material impact on the financial statements. B. Risk Management The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. 12 Quailwood Meadows Community Facilities District C. Developer Deposits In order to regulate the tax rate levied against District property owners, Empire Land LLC (Developer) entered into contribution agreements to make annual contributions towards bond payments. In addition, at the time bonds were issued, a cash deposit of $694,000 was made. The amount held will be available to pay debt service if there has been levied and assessed an ad valorem property tax of at least $3.00 per $100 of secondary assessed valuation on all taxable property within the boundaries of the District and amounts to pay debt service are not available pursuant to the notice of default of the standby contribution agreement. In 2008, the Developer filed for bankruptcy. The District has since filed certain claims as creditors, but the bankruptcy moved very slowly. On April 12, 2012, the District approved an Assignment and Assumption of District Development, Financing Participation and Intergovernmental Agreement with Everest Holdings, LLC. This agreement includes a contribution agreement limited to $315 per year per lot purchased (or to be purchased), not to exceed a total of $1,000,000 over the term of the financing agreement. An unscheduled draw of $47,497 was necessary to make the July 15, 2011 bond payment but sufficient taxes were collected to make the January 15, 2012 bond payment. An unscheduled draw of $17,460 was necessary to make the July 15, 2012 bond payment but sufficient taxes were collected to make the January 15, 2013 bond payment. As of June 30, 2013 the deposit balance was $629,043. D. Subsequent Events On July 11, 2013, the District approved a property tax rate of $5.55 per $100 of secondary assessed value. Another unscheduled draw of $60,548 was necessary to make the July 15, 2013 bond payment. Sufficient taxes are expected to be collected to make the January 15, 2014 bond payment. On October 25, 2013, the Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 were refinanced resulting in present value cash flow savings of $971,509 and net present value savings of $406,709. The refinancing of the bonds eliminated the developer deposit and is expected to stabilize the property tax rates for future debt service payments. 13 Quailwood Meadows Community Facilities District Annual Financial Report For Fiscal Year Ended June 30, 2012 3033 N. Central Ave., Suite 300 Phoenix, Arizona 85012 Tel (602) 277-9449 Fax (602) 277-9297 INDEPENDENT AUDITORS’ REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (the “District”), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2012, which collectively comprise the Districts’ basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Districts’ management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. As discussed in Note 1, the financial statements of the Quailwood Meadows Community Facilities District are intended to present the fund balances and the changes in fund balances that are attributable to the District, a component unit of the Town of Prescott Valley, Arizona. They do not purport to, and do not represent fairly the financial position of the Town of Prescott Valley, Arizona, as of June 30, 2012, and the changes in its financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District as of June 30, 2012, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. 1 TUCSON • PHOENIX • FLAGSTAFF • ALBUQUERQUE www.heinfeldmeech.com Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. CPAs and Business Consultants November 8, 2012 2 Quailwood Meadows Community Facilities District Annual Financial Report For Fiscal Year Ended June 30, 2011 Quailwood Meadows Community Facilities District For the Fiscal Year Ended June 30, 2011 Table of Contents Independent Auditors’ Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Assets Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 4 5 6 7 8 9 CERTIFIED PUBLIC ACCOUNTANTS Hein f 25 versary th A nni 1986-2011 INDEPENDENT AUDITORS’ REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (the “District”), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2011, which collectively comprise the Districts’ basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Districts’ management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. As discussed in Note 1, the financial statements of the Quailwood Meadows Community Facilities District are intended to present the fund balances and the changes in fund balances that are attributable to the District, a component unit of the Town of Prescott Valley, Arizona. They do not purport to, and do not represent fairly the financial position of the Town of Prescott Valley, Arizona, as of June 30, 2011, and the changes in its financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District as of June 30, 2011, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. As described in Note 1, the District implemented the provisions of the Governmental Accounting Standards Board (GASB) Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, for the year ended June 30, 2011, which represents a change in accounting principle. 1 3033 N. Central Ave., Suite 300, Phoenix, Arizona 85012 Tel: (602) 277-9449 Fax: (602) 277-9297 Co. HEINFELD, MEECH & CO., P.C. & , Meech eld Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. Certified Public Accountants November 9, 2011 2 Basic Financial Statements 3 Quailwood Meadows Community Facilities District Statement of Net Assets June 30, 2011 Governmental Activities ASSETS Current assets: Restricted cash and cash equivalents Accounts receivable Total current assets $ Noncurrent assets: Deferred charges Total noncurrent assets 1,059,080 19,491 1,078,571 230,753 230,753 Total assets 1,309,324 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 47,067 195,000 242,067 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Developer deposits Total noncurrent liabilities 6,285,000 694,000 6,979,000 Total liabilities 7,221,067 NET ASSETS Unrestricted Total net assets $ The notes to the financial statements are an integral part of this statement. 4 (5,911,743) (5,911,743) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2011 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Expenses Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Governmental Activities $ 62,574 $ 408,456 471,030 - $ - - $ - - $ 471,030 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Total general revenues Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. 5 $ (62,574) (408,456) (471,030) (471,030) $ 444,941 97 445,038 (25,992) (5,885,751) (5,911,743) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2011 ASSETS Restricted assets - cash and cash equivalents Accounts receivable Total assets $ $ 1,059,080 19,491 1,078,571 LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities 47,067 694,000 741,067 Fund balance Restricted Total fund balance 337,504 337,504 Amounts reported for governmental activities in the statement of net assets are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net assets and amortized in the statement of activities. 230,753 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net assets of governmental activities - statement of net assets (6,480,000) $ The notes to the financial statements are an integral part of this statement. 6 (5,911,743) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2011 REVENUES Property taxes Interest income Total revenues $ EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Total expenditures 444,941 97 445,038 62,574 165,000 391,363 618,937 Excess of revenues over (under) expenditures (173,899) Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 7 511,403 337,504 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2011 Net change in fund balances - Governmental Fund Type $ (173,899) Amounts reported for governmental activities in the statement of activities are different because: Bond interest charges are expended in the governmental funds when paid, and are accrued in the statement of net assets. This is the amount by which interest paid in the current year exceeds interest accrued. (17,093) Issuance and repayment of long-term debt is a revenue and expenditure in the governmental funds, but the issuance and repayment reduces long-term liabilities in the statements of net assets. In the current period, these amounts are Principal payments on debt 165,000 Changes in net assets of governmental activities $ The notes to the financial statements are an integral part of this statement. 8 (25,992) Quailwood Meadows Community Facilities District NOTES TO FINANCIAL STATEMENTS I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with Governmental Accounting Standards Board (GASB) “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2011, using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant GASB pronouncements. During the year ended June 30, 2011, the District implemented the provisions of GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions. GASB Statement No. 54 establishes standards for financial reporting, including note disclosure requirements for fund balance classifications of governmental funds, and clarifies existing governmental fund type definitions. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net assets and the statement of changes in net assets) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The District does not have any business-type activities. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. 9 Quailwood Meadows Community Facilities District C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. The District considers revenues to be available if they are collected within 30 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to claims and judgments, are recorded only when payment is due. This means that only current assets and liabilities are generally included on their balance sheets. Their reported fund balance (net current assets) is considered a measure of “available spendable resources.” Governmental Fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. D. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. E. Assets, Liabilities and Fund Equity Cash and Cash Equivalents Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. Other investments include obligations of the U.S. Treasury, U.S. Government agencies, bankers’ acceptances and mutual funds. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. 10 Quailwood Meadows Community Facilities District In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2011. Fund Equity In the fund financial statements, governmental funds report reservation of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. II. CASH AND CASH EQUIVALENTS A. Cash and Cash Equivalents The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in money market funds, as governed by state statute. Deposits At June 30, 2011, the carrying amount of the District’s deposits was $1,059,080 which is comprised of the deposits with trustee of $1,059,080. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2011, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AA+ by Standard & Poor’s, AAA by Fitch Ratings and Aaa by Moody’s Investors Service. 11 Quailwood Meadows Community Facilities District III. DEBT The District has the following long-term obligations: $6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $135,000 to $550,000 through July 15, 2029, with interest at 4.25-6.13% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in the event of any deficiency in the revenues generated by the ad valorem tax, the developer is liable to contribute an amount equal to the deficiency to cover the debt service payments. In the event that the developer cannot cover the deficiency amount, funds will be drawn from the reserve account with the Trustee to cover the deficiency.) Changes in Long-Term Liabilities: Balance 6/30/2010 Quailwood (Series 2004) Increases $ 6,645,000 $ - Decreases Balance 6/30/2011 Due Within One Year $ 165,000 $ 6,480,000 $ 195,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2012 2013 2014 2015 2016 2017-21 2022-26 2027-30 Principal $ $ 195,000 $ 205,000 215,000 230,000 240,000 1,445,000 1,940,000 2,010,000 6,480,000 $ Interest 381,945 371,740 360,605 348,475 334,950 1,432,500 925,506 255,414 4,411,135 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2011, the District board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. IV. CONTINGENT LIABILITIES At this time there are no contingent liabilities. V. RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. 12 Quailwood Meadows Community Facilities District VI. DEVELOPER DEPOSITS In order to regulate the tax rate levied against District property owners, developers entered into contribution agreements to make annual contributions towards bond payments. In addition, at the time bonds were issued, a cash deposit of $694,000 was made. The amount held will be available to pay debt service if there has been levied and assessed an ad valorem property tax of at least $3.00 per $100 of secondary assessed valuation on all taxable property within the boundaries of the District and amounts to pay debt service are not available pursuant to the notice of default of the standby contribution agreement. This amount is reported on the financial statements as developer deposits. In 2008, the developer filed for bankruptcy. The District has since filed certain claims as creditors, but the bankruptcy has moved very slowly. An unscheduled draw of $47,497 was necessary to make the July 15, 2011 bond payment but sufficient taxes are expected to be collected to make the January 15, 2012 bond payment. In the event that one or more new developers willing to undertake the contribution obligations does not occur in the near term, unscheduled draws will likely continue on the deposit. This may result in increased tax rates for current owners in order to satisfy bond obligations. On June 23, 2011 the District approved a property tax rate increase from $3.30 per $100 of secondary assessed value to $4.23. This decision was the result of a continued decline in secondary assessed value within the District boundaries. 13 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED JUNE 30, 2010 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT FISCAL YEAR ENDED JUNE 30, 2010 TABLE OF CONTENTS Independent Auditors’ Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Assets Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 3 4 5 6 7 8 CERTIFIED PUBLIC ACCOUNTANTS Hein f 25 versary th A nni 1986-2011 INDEPENDENT AUDITORS’ REPORT Board of Directors Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities and the major fund of the Quailwood Meadows Community Facilities District (the “District”), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2010, which collectively comprise the Districts’ basic financial statements as listed in the table of contents. These financial statements are the responsibility of the Districts’ management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. As discussed in Note 1, the financial statements of the Quailwood Meadows Community Facilities District are intended to present the fund balances and the changes in fund balances that are attributable to the District, a component unit of the Town of Prescott Valley, Arizona. They do not purport to, and do not represent fairly the financial position of the Town of Prescott Valley, Arizona, as of June 30, 2010, and the changes in its financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and the major fund of the District as of June 30, 2010, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. 1 3033 N. Central Ave., Suite 300, Phoenix, Arizona 85012 Tel: (602) 277-9449 Fax: (602) 277-9297 Co. HEINFELD, MEECH & CO., P.C. & , Meech eld Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information. HEINFELD, MEECH & CO., P.C. Certified Public Accountants January 18, 2011 2 Basic Financial Statements Quailwood Meadows Community Facilities District Statement of Net Assets June 30, 2010 Governmental Activities ASSETS Restricted cash and cash equivalents: Cash and cash equivalents Total restricted cash and cash equivalents $ Noncurrent assets: Deferred charges 1,246,796 1,246,796 247,846 Total noncurrent assets 247,846 Total assets 1,494,642 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 41,393 165,000 206,393 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Developer deposits Total noncurrent liabilities 6,480,000 694,000 7,174,000 Total liabilities 7,380,393 NET ASSETS Unrestricted Total net assets $ The notes to the financial statements are an integral part of this statement. 3 (5,885,751) (5,885,751) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2010 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Expenses Governmental Activities $ 76,895 415,677 492,572 $ - $ - $ - $ 492,572 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Total general revenues Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. 4 $ (76,895) (415,677) (492,572) (492,572) $ 531,091 148 531,239 38,667 (5,924,418) (5,885,751) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2010 ASSETS Restricted assets - cash and cash equivalents Total assets $ $ 1,246,796 1,246,796 LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities 41,393 694,000 735,393 Fund balance Reserved Total fund balance 511,403 511,403 Amounts reported for governmental activities in the statement of net assets are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net assets and amortized in the statement of activities. 247,846 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net assets of governmental activities - statement of net assets (6,645,000) $ The notes to the financial statements are an integral part of this statement. 5 (5,885,751) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2010 REVENUES Property taxes Interest income Total revenues $ EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Total expenditures 531,091 148 531,239 76,895 160,000 398,585 635,480 Excess of revenues over (under) expenditures (104,241) Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 6 615,644 511,403 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2010 Net change in fund balances - Governmental Fund Type $ (104,241) Amounts reported for governmental activities in the statement of activities are different because: Bond interest charges are expended in the governmental funds when paid, and are accrued in the statement of net assets. This is the amount by which interest paid in the current year exceeds interest accrued. (17,092) Issuance and repayment of long-term debt is a revenue and expenditure in the governmental funds, but the issuance and repayment reduces long-term liabilities in the statements of net assets. In the current period, these amounts are Principal payments on debt 160,000 Changes in net assets of governmental activities $ The notes to the financial statements are an integral part of this statement. 7 38,667 Quailwood Meadows Community Facilities District NOTES TO FINANCIAL STATEMENTS I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with Governmental Accounting Standards Board (GASB) “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2010, using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant GASB pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net assets and the statement of changes in net assets) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is 8 Quailwood Meadows Community Facilities District incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All Governmental Fund types are accounted for using the “flow of current financial resources” measurement focus. This means that only current assets and liabilities are generally included on their balance sheets. Their reported fund balance (net current assets) is considered a measure of “available spendable resources.” Governmental Fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. D. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. E. Assets, Liabilities and Fund Equity Cash and Cash Equivalents Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. Other investments include obligations of the U.S. Treasury, U.S. Government agencies, bankers’ acceptances and mutual funds. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 9 Quailwood Meadows Community Facilities District Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2010. II. CASH AND CASH EQUIVALENTS A. Cash and Cash Equivalents Deposits The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in highly liquid investments, as governed by state statute. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2010, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AAA by Standard & Poor’s and Fitch Ratings, and Aaa by Moody’s Investors Service. III. DEBT The Quailwood Meadows Community Facilities District has the following long-term obligations: $6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $135,000 to $550,000 through July 15, 2029, with interest at 4.25-6.13% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in the event of any deficiency in the revenues generated by the ad valorem tax, the developer is liable to contribute an amount equal to the deficiency to cover the debt service payments. In the event that the developer cannot cover the deficiency amount, funds will be drawn from the reserve account with the Trustee to cover the deficiency.) 10 Quailwood Meadows Community Facilities District Changes in Long-Term Liabilities: Balance 6/30/2009 Quailwood (Series 2004) $6,805,000 Increases Decreases Balance 6/30/2010 Due Within One Year $ $ 160,000 $6,645,000 $ 165,000 - Debt Service requirements to maturity are as follows: Fiscal Year Ending 2011 2012 2013 2014 2015 2016-20 2020-25 2026-30 Principal $ 165,000 195,000 205,000 215,000 230,000 1,360,000 1,830,000 2,445,000 $ 6,645,000 Interest $ 390,862 381,945 371,740 360,605 348,475 1,516,650 1,039,872 391,848 $ 4,801,997 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2010, the District board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. IV. CONTINGENT LIABILITIES At this time there are no contingent liabilities. V. RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. VI. DEVELOPER DEPOSITS To regulate the tax rate levied against property in the District, the developer entered into contribution agreements to make annual payments needed to maintain the tax rate as well as preserve the improvements. The developer also made a cash deposit to the bond trustee of $694,000 for the payment of debt service if annual payments ceased. This amount is reported on the financial statements as developer deposits. In 2008, the developer filed for bankruptcy. The District has since filed certain claims as creditors, but the bankruptcy has moved very slowly. Falling secondary assessment values in the District and the lack of contribution payments by the developers has resulted in pressure to draw upon the developer deposit to the bond trustee of $694,000 and/or raise tax rates. This has not been necessary to date, but may soon be necessary. 11 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED JUNE 30, 2009 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT FISCAL YEAR ENDED JUNE 30, 2009 TABLE OF CONTENTS Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Assets Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 3 4 5 6 7 8 INDEPENDENT AUDITOR’S REPORT Governing Board Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities of the Quailwood Meadows Community Facilities District (District), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2009, as listed in the table of contents. These financial statements are the responsibility of the District’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the governmental activities of Quailwood Meadows Community Facilities District, as of June 30, 2009, and the results of its operations for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The District has not presented the Management’s Discussion and Analysis that the Governmental Accounting Standards Board has determined is necessary to supplement, although not required to be part of, the basic financial statements. In accordance with Government Auditing Standards, we have also issued our report dated December 2, 2009, on our consideration of the District’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. Phoenix, Arizona December 2, 2009 1 PEOPLE. PRINCIPLES. POSSIBILITIES. www.eidebailly.com 1850 N. Central Avenue • Suite 400 • Phoenix, Arizona 85004 • Phone 602.264.5844 • Fax 602.277.4845 • EOE Basic Financial Statements 2 Quailwood Meadows Community Facilities District Statement of Net Assets June 30, 2009 Governmental Activities ASSETS Restricted cash and cash equivalents: Cash and cash equivalents Total restricted cash and cash equivalents $ Noncurrent assets: Deferred charges 1,333,011 1,333,011 264,938 Total noncurrent assets 264,938 Total assets 1,597,949 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 23,367 160,000 183,367 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Developer deposits Total noncurrent liabilities 6,645,000 694,000 7,339,000 Total liabilities 7,522,367 NET ASSETS Invested in capital assets, net of related debt Unrestricted Total net assets $ The notes to the financial statements are an integral part of this statement. 3 (6,805,000) 880,582 (5,924,418) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2009 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Expenses Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Governmental Activities $ 76,702 $ 422,226 498,928 - $ - - $ - - $ 498,928 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Total general revenues Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. 4 $ (76,702) (422,226) (498,928) (498,928) $ 574,449 9,271 583,720 84,792 (6,009,210) (5,924,418) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2009 ASSETS Restricted assets - cash and cash equivalents Total assets LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities $ $ 1,333,011 1,333,011 $ 23,367 694,000 717,367 Fund balance Reserved Total fund balance 615,644 615,644 Amounts reported for governmental activities in the statement of net assets are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net assets and amortized in the statement of activities. 264,938 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net assets of governmental activities - statement of net assets (6,805,000) $ The notes to the financial statements are an integral part of this statement. 5 (5,924,418) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2009 REVENUES Property taxes Developer tax revenue Interest income Total revenues $ 574,449 9,271 583,720 EXPENDITURES Administration Debt service: Principal payment Interest and fiscal charges Total expenditures 135,000 405,133 616,835 Excess of revenues over (under) expenditures (33,115) 76,702 Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 6 648,759 615,644 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2009 Net change in fund balances - Governmental Fund Type $ (33,115) Amounts reported for governmental activities in the statement of activities are different because: Bond interest charges are expended in the governmental funds when paid, and are accrued in the statement of net assets. This is the amount by which interest paid in the current year exceeds interest accrued. (17,093) Principal payments on debt 135,000 Donations of capital assets are not reflected on the governmental fund statements but are shown in the statement of activities. Changes in net assets of governmental activities $ The notes to the financial statements are an integral part of this statement. 7 84,792 Quailwood Meadows Community Facilities District I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley (Town) as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with GASB “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2009, using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant Governmental Accounting Standards Board (GASB) pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net assets and the statement of changes in net assets) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. 8 Quailwood Meadows Community Facilities District The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All Governmental Fund types are accounted for using the “flow of current financial resources” measurement focus. This means that only current assets and liabilities are generally included on their balance sheets. Their reported fund balance (net current assets) is considered a measure of “available spendable resources.” Governmental Fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. D. Implementation of New Accounting Principles Governmental Accounting Standards Board Statement No. 40 The District adopted the provisions of GASB Statement No. 40, Deposit and Investment Risk Disclosures for the year ended June 30, 2005. This statement establishes and modifies disclosure requirements related to investment and deposit risks. Accordingly, the note disclosures on cash and investments are in conformity with the provisions of GASB Statement No. 40. E. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. F. Assets, Liabilities and Fund Equity Cash and Cash Equivalents Cash equivalents for purposes of the statement of cash flows are investments (including restricted assets) in money market funds. Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District has no capital assets. All capital assets acquired by the District are donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of 9 Quailwood Meadows Community Facilities District the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2009. II. CASH AND CASH EQUIVALENTS A. Cash and Cash Equivalents Deposits The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in highly liquid investments, as governed by state statute. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2009, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AAA by Standard & Poor’s and Fitch Ratings, and Aaa by Moody’s Investors Service. III. DEBT The Quailwood Meadows Community Facilities District has the following long-term obligations: $ 6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $160,000 to $550,000 through July 15, 2029, with interest at 4.25-6.125% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in 10 Quailwood Meadows Community Facilities District the event of any deficiency in the revenues generated by the ad valorem tax, the developer is liable to contribute an amount equal to the deficiency to cover the debt service payments. In the event that the developer cannot cover the deficiency amount, funds will be drawn from the reserve account with the Trustee to cover the deficiency.) Changes in Long-Term Liabilities: Quailwood (Series 2004) Balance 6/30/2008 Increases 6,940,000 - Decreases Balance 6/30/2009 Due within One Year 135,000 6,805,000 160,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2010 2011 2012 2013 2014 2015-19 2020-24 2025-29 2030 Principal Interest $ $ $ 160,000 165,000 195,000 205,000 215,000 1,285,000 1,725,000 2,305,000 550,000 6,805,000 $ 398,585 390,862 381,945 371,740 360,605 1,595,425 1,147,259 537,316 16,844 5,200,581 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2009, the District Board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. IV. CONTINGENT LIABILITIES At this time there are no contingent liabilities. V. RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. 11 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED JUNE 30, 2008 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT FISCAL YEAR ENDED JUNE 30, 2008 TABLE OF CONTENTS Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Assets Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 3 4 5 6 7 8 INDEPENDENT AUDITOR’S REPORT Governing Board Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities of the Quailwood Meadows Community Facilities District (District), a component unit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2008, as listed in the table of contents. These financial statements are the responsibility of the District’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial reports contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the governmental activities of the Quailwood Meadows Community Facilities District, at June 30, 2008, and the results of its operations for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The District has not presented the Management’s Discussion and Analysis that the Governmental Accounting Standards Board has determined is necessary to supplement, although not required to be part of, the basic financial statements. In accordance with Government Auditing Standards, we have also issued our reports dated November 24, 2008 on our consideration of the Districts’ internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. Phoenix, Arizona November 24, 2008 1 PEOPLE. PRINCIPLES. POSSIBILITIES. www.eidebailly.com 1850 N. Central Avenue • Suite 400 • Phoenix, Arizona 85004 • Phone 602.264.5844 • Fax 602.277.4845 • EOE Basic Financial Statements 2 Quailwood Meadows Community Facilities District Statement of Net Assets June 30, 2008 Governmental Activities ASSETS Restricted cash and cash equivalents: Cash and cash equivalents Total restricted cash and cash equivalents $ Noncurrent assets: Deferred charges 1,356,090 1,356,090 282,031 Total noncurrent assets 282,031 Total assets 1,638,121 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases and other payables-due within one year Total liabilities payable from restricted assets 13,331 135,000 148,331 Noncurrent liabilities: Bonds, loans, capital leases and other payables-due in more than one year Developer deposits Total noncurrent liabilities 6,805,000 694,000 7,499,000 Total liabilities 7,647,331 NET ASSETS Invested in capital assets, net of related debt Unrestricted Total net assets $ The notes to the financial statements are an integral part of this statement. 3 (6,940,000) 930,790 (6,009,210) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2008 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Expenses Governmental Activities $ 52,264 425,095 477,359 $ - $ - $ - $ 477,359 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Developer tax revenue Special items Donated infrastructure Total general revenues Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. 4 $ (52,264) (425,095) (477,359) (477,359) 326,011 45,754 113,522 $ (551,000) (65,713) (543,072) (5,466,138) (6,009,210) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2008 ASSETS Restricted assets - cash and cash equivalents Total assets LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities $ $ 1,356,090 1,356,090 $ 13,331 694,000 707,331 Fund balance Reserved Total fund balance 648,759 648,759 Amounts reported for governmental activities in the statement of net assets are different because: Bond issuance costs are recognized as debt service expenditures in the governmental funds; however, these costs are capitalized on the statement of net assets and amortized in the statement of activities. 282,031 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net assets of governmental activities - statement of net assets (6,940,000) $ The notes to the financial statements are an integral part of this statement. 5 (6,009,210) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2008 REVENUES Property taxes Developer tax revenue Interest income Total revenues $ EXPENDITURES Administration Debt service: Interest and fiscal charges Total expenditures 326,011 113,522 45,754 485,287 52,264 408,002 460,266 Excess of revenues over (under) expenditures 25,021 Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 6 623,738 648,759 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2008 Net change in fund balances - Governmental Fund Type $ 25,021 Amounts reported for governmental activities in the statement of activities are different because: Bond interest charges are expended in the governmental funds when paid, and are accrued in the statement of net assets. This is the amount by which interest paid in the current year exceeds interest accrued. (17,093) Donations of capital assets are not reflected on the governmental fund statements but are shown in the statement of activities. (551,000) Changes in net assets of governmental activities $ The notes to the financial statements are an integral part of this statement. 7 (543,072) Quailwood Meadows Community Facilities District I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with GASB “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2008 using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant Governmental Accounting Standards Board (GASB) pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. Government-Wide and Fund Financial Statements The government-wide financial statements (e.g. the statement of net assets and the statement of changes in net assets) report information on the primary government and its component units. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses for a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. 8 Quailwood Meadows Community Facilities District The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All Governmental Fund types are accounted for using the “flow of current financial resources” measurement focus. This means that only current assets and liabilities are generally included on their balance sheets. Their reported fund balance (net current assets) is considered a measure of “available spendable resources.” Governmental Fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. D. Implementation of New Accounting Principles Governmental Accounting Standards Board Statement No. 40 The District adopted the provisions of GASB Statement No. 40, Deposit and Investment Risk Disclosures for the year ended June 30, 2005. This statement establishes and modifies disclosure requirements related to investment and deposit risks. Accordingly, the note disclosures on cash and investments are in conformity with the provisions of GASB Statement No. 40. E. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. F. Assets, Liabilities and Fund Equity Cash and Cash Equivalents Cash equivalents for purposes of the statement of cash flows are investments (including restricted assets) in money market funds. Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District’s capital asset is construction in progress. Once completed, all capital assets acquired by the District will be donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of 9 Quailwood Meadows Community Facilities District the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Schedule of Activity in Construction in Progress: Construction in Progress June 30, 2007 CFD - Quailwood 551,000 Increases Decreases - Transfers - (551,000) Construction in Progress June 30, 2008 - Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2008. II. CASH AND CASH EQUIVALENTS A. Cash and Cash Equivalents Deposits The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in highly liquid investments, as governed by state statute. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2008, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AAA by Standard & Poor’s and Fitch Ratings, and Aaa by Moody’s Investors Service. 10 Quailwood Meadows Community Facilities District III. DEBT The Quailwood Meadows Community Facilities District has the following long-term obligations: $ 6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $135,000 to $550,000 through July 15, 2029, with interest at 4.25-6.125% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in the event of any deficiency in the revenues generated by the ad valorem tax the developer is liable to contribute an amount equal to the deficiency to cover the debt service payments.) Changes in Long-Term Liabilities: Quailwood (Series 2004) Balance 6/30/2007 Increases 6,940,000 - Decreases Balance 6/30/2008 Due within One Year - 6,940,000 135,000 Debt Service requirements to maturity are as follows: Fiscal Year Ending 2009 2010 2011 2012 2013 2014-18 2019-23 2024-28 2029-30 Principal $ $ 135,000 160,000 165,000 195,000 205,000 1,210,000 1,630,000 2,175,000 1,065,000 6,940,000 Interest $ 405,134 398,585 390,862 381,945 371,740 1,668,480 1,248,150 674,516 66,304 5,605,716 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2008, the District Board has not received a request from the developer to issue the remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. IV. CONTINGENT LIABILITIES At this time there are no contingent liabilities. V. RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. 11 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT ANNUAL FINANCIAL REPORT FISCAL YEAR ENDED JUNE 30, 2007 QUAILWOOD MEADOWS COMMUNITY FACILITIES DISTRICT FISCAL YEAR ENDED JUNE 30, 2007 TABLE OF CONTENTS Independent Auditor’s Report 1 Basic Financial Statements Government-wide Financial Statements: Statement of Net Assets Statement of Activities Fund Financial Statements: Balance Sheet Statement of Revenues, Expenditures and Changes in Fund Balance Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements 3 4 5 6 7 8 ~...~ EideBailly~ ~ CPAi & RlJSINES..C; AOVISORS INDEPENDENT AUDITOR'S REPORT Governing Board Quailwood Meadows Community Facilities District Town of Prescott Valley, Arizona We have audited the accompanying financial statements of the governmental activities of the Quailwood Meadows CommunityFacilities District (District),a componentunit of the Town of Prescott Valley, Arizona, as of and for the year ended June 30, 2007, as listed in the table of contents. These financial statements are the responsibility of the District's management. Our responsibility is to express an opinion on these financial statementsbased on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial reports contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the governmental activities of the Quailwood Meadows Community Facilities District, at June 30, 2007, and the results of its operations for the year then ended, in conformitywith accountingprinciples generally accepted in the United Statesof America. The District has not presented the Management's Discussion and Analysis that the Governmental Accounting Standards Board has determined is necessary to supplement, although not required to be part of, the basic financialstatements. In accordance with Government Auditing Standards, we have also issued our reports dated January 8, 2008 on our consideration of the Districts' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. t;J~ fu: 11'1 Ld Phoenix, Arizona January 8, 2008 PEOPLE. PRINCIPLES.POSSIBIUTIES. · www.eidebailly.com 1850 N. Central Avenue. Suite 400. Phoenix, Arizona 85004 1 Phone 602.264.5844. Fax 602.277.4845. EOE Basic Financial Statements 2 Quailwood Meadows Community Facilities District Statement of Net Assets June 30, 2007 Governmental Activities ASSETS Restricted cash, cash equivalents, and investment assets: Cash and investments Total restricted cash, cash equivalents, and investments assets $ Noncurrent assets: Deferred charges Capital assets: Land, water rights, and construction in progress Total capital assets (net of accumulated depreciation) 1,320,925 1,320,925 299,124 551,000 551,000 Total noncurrent assets 850,124 Total assets 2,171,049 LIABILITIES Liabilities payable from restricted assets: Accounts payable Bonds, loans, capital leases, and other payables-due within one year Total liabilities payable from restricted assets 3,187 135,000 138,187 Noncurrent liabilities: Bonds, loans, capital leases, and other payables-due in more than one year Developer deposits Total noncurrent liabilities 6,805,000 694,000 7,499,000 Total liabilities 7,637,187 NET ASSETS Invested in capital assets, net of related debt Total net assets $ The notes to the financial statements are an integral part of this statement. 3 (5,466,138) (5,466,138) Quailwood Meadows Community Facilities District Statement of Activities For the Year Ended June 30, 2007 Function/Programs Community Facility District Administration Interest and fiscal charges Total district activities Total primary government Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Expenses Governmental Activities $ 19,995 425,095 445,090 $ - $ - $ - $ 445,090 $ - $ - $ - General revenues: Taxes: Property taxes Interest and investment income Developer Contributions Total general revenues Change in net assets Net assets - beginning Net assets - ending The notes to the financial statements are an integral part of this statement. 4 $ (19,995) (425,095) (445,090) (445,090) $ 147,556 179,667 73,378 400,601 (44,489) (5,421,649) (5,466,138) Quailwood Meadows Community Facilities District Balance Sheet June 30, 2007 ASSETS Restricted assets - cash and investments Total assets LIABILITIES AND FUND BALANCE Liabilities: Accounts payable Developer Deposits Total Liabilities $ $ 1,320,925 1,320,925 $ 3,187 694,000 697,187 Fund balance Reserved Total fund balance 623,738 623,738 Amounts reported for governmental activities in the statement of net assets are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds. 551,000 Bond issuance costs are recognized as debt service expenditures in the governmental funds, however these costs are capitalized on the statement of net assets and amortized in the statement of activities. 299,124 Long-term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported in the funds. Net assets of governmental activities - statement of net assets (6,940,000) $ The notes to the financial statements are an integral part of this statement. 5 (5,466,138) Quailwood Meadows Community Facilities District Statement of Revenues, Expenditures and Changes in Fund Balance Year Ended June 30, 2007 REVENUES Property taxes Developer contributions Interest income Total revenues $ EXPENDITURES Administration Capital outlay Debt service: Interest and fiscal charges Total expenditures 147,556 179,667 73,378 400,601 19,995 551,000 408,002 978,997 Excess of revenues over (under) expenditures (578,396) Fund balance, beginning of year Fund balance, end of year $ The notes to the financial statements are an integral part of this statement. 6 1,202,134 623,738 Quailwood Meadows Community Facilities District Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2007 Net change in fund balances - Governmental Fund Type $ (578,396) Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. 551,000 Bond interest charges are expended in the governmental funds when paid, and are accrued in the statement of net assets. This is the amount by which interest paid in the current year exceeds interest accrued. (17,093) Changes in net assets of governmental activities $ The notes to the financial statements are an integral part of this statement. 7 (44,489) Quailwood Meadows Community Facilities District I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Financial Reporting Entity The Quailwood Meadows Community Facilities District (District) was created by the Town of Prescott Valley as a special purpose community facilities district pursuant to state law on August 12, 2004. The purpose of the District is to assist in financing necessary on and off-site infrastructure and public improvements. The Town council serves as the District’s board of directors. In accordance with GASB “Statement 39 – Determining Whether Certain Organizations are Component Units,” the District financial statements are reported in the Town’s financial statements for the year ended June 30, 2007 using the blended method. The financial statements of the District conform to generally accepted accounting principles as applicable to governmental units. The District applies all relevant Governmental Accounting Standards Board (GASB) pronouncements. B. Basis of Presentation Fund Accounting The accounts of the District are organized and operated on the basis of funds and account groups, each of which is considered to be a separate accounting entity. The District operates only one fund, a general fund, the operations of which are accounted for by providing a separate set of self-balancing accounts that is comprised of the fund’s assets, liabilities, fund equity, revenues and expenditures or expenses, as appropriate. The minimum number of funds is maintained consistent with legal and managerial requirements. General Fund The General Fund is the general operating fund of the District. It is used to account for all financial resources except those required to be accounted for in another fund. C. Measurement Focus and Basis of Accounting The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes, where applicable, are recognized as revenues in the year for which they are levied. The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All Governmental Fund types are accounted for using the “flow of current financial resources” measurement focus. This means that only current assets and liabilities are generally included on their balance sheets. Their reported fund balance (net current assets) is considered a measure of “available spendable resources.” Governmental Fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of “available spendable resources” during a period. Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. 8 Quailwood Meadows Community Facilities District D. Implementation of New Accounting Principles Governmental Accounting Standards Board Statement No. 40 The District adopted the provisions of GASB Statement No. 40, Deposit and Investment Risk Disclosures for the year ended June 30, 2005. This statement establishes and modifies disclosure requirements related to investment and deposit risks; accordingly, the note disclosures on cash and investments are in conformity with the provisions of GASB Statement No. 40. E. Budgets and Budgetary Accounting The District is not required to adopt an annual appropriated budget but does, however, adopt a budget for management purposes. Therefore, no budgetary comparison is required. F. Assets, Liabilities and Fund Equity Cash and Cash Equivalents and Investments Arizona statutes require that public deposits of more than $100,000 meet several specific requirements. Deposits of less than $100,000 are subject only to local ordinance or resolution. Generally, the state statutes allow investments in certain certificates of deposit, interest bearing savings accounts in qualified banks and savings and loan institutions, repurchase agreements with maximum maturity of thirty days, and pooled investment funds established by the State Treasurer. The District records only bond trust activity. There are no checking or investment accounts for the District. Restricted Assets District loan assets as well as certain resources set aside for loan repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable loan covenants. Property and Equipment and Long-Term Liabilities The District’s capital asset is construction in progress. Once completed, all capital assets acquired by the District will be donated to the Town. The Town is responsible for maintaining the improvements. Long-term debt and other long-term obligations are reported as liabilities in the governmental activities statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the straight-line method. Bond issuance costs are reported as deferred charges and amortized over the life of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of the debt is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received are reported as debt service expenditures. Accumulated Compensated Absences No liability for accumulated compensated absences existed at June 30, 2007. 9 Quailwood Meadows Community Facilities District II. CASH AND INVESTMENTS A. Cash and Investments Deposits The bank trust fund represents proceeds from bond sales and certain resources set aside for their repayment. Under the terms of the bond indenture, the proceeds are required to be held by a trustee. Funds on deposit are invested by the trustee in highly liquid investments, as governed by state statute. Custodial Credit Risk – Deposits Custodial credit risk is the risk that in the event of a bank failure, the entity’s deposits may not be returned to it. As of June 30, 2007, the District’s deposits were covered by federal depository insurance or by the collateral held by the District’s agent or pledging financial institution’s trust department or agent in the name of the District, and thus had no deposits that were exposed to custodial credit risk. Interest Rate Risk As a means of limiting its exposure to fair value losses arising from rising interest rates, the District limits its investment portfolio to maturities of less than three years, unless matched to a specific cash flow. Credit Risk The District invests in obligations of the U.S. Treasury, U.S. Government agencies, Certificates of Deposit, bankers’ acceptances, repurchase agreements, and mutual funds consisting of the foregoing as a means of limiting its credit risk. The District’s investment in the bonds of U.S. agencies was rated AAA by Standard & Poor’s and Fitch Ratings, and Aaa by Moody’s Investors Service. Investments The District’s investments at June 30, 2007, are summarized below. Investment Maturities (in years) Investment Type Fair Value Money Markets Total Investments $ 10 Less Than 1 1,320,925 1,320,925 1,320,925 $ 1,320,925 Quailwood Meadows Community Facilities District Total District cash and investments at fair value are as follows: Investments $ 1,320,925 Total Cash and Investments $ 1,320,925 Primary Government Restricted Cash $ 1,320,925 Total Cash and Investments $ 1,320,925 Total District cash and investments are reported as follows: The District classifies its debt securities as held-to maturity. A debt security should be classified as held-tomaturity only if the reporting entity has both the positive intent and the ability to hold those securities to maturity. In accordance with the District’s Investment Policy, securities shall not be sold prior to maturity with the following exceptions; 1. A security with declining credit may be sold early to minimize loss of principal. 2. Liquidity needs of the portfolio require that the security be sold. 3. If market conditions present an opportunity for the Town to benefit from the sale. III. DEBT The Quailwood Meadows Community Facilities District has the following long-term obligations: $ 6,940,000 Quailwood Meadows Community Facilities District General Obligation Bonds, Series 2004 is due in annual payments of $135,000 to $550,000 through July 15, 2029, with interest at 4.25-6.125% per annum. (Payable from revenues generated through an ad valorem tax assessed against the properties located within the boundaries of the District. A standby contribution agreement with the District developer is in place whereby in the event of any deficiency in the revenues generated by the ad valorem tax the developer is liable to contribute an amount equal to the deficiency to cover the debt service payments.) Debt Service requirements to maturity are as follows: Fiscal Year Ending 2008 2009 2010 2011 2012 2013-17 2018-22 2023-27 2028-29 Principal $ $ 135,000 160,000 165,000 195,000 205,000 1,210,000 1,630,000 2,175,000 1,065,000 6,940,000 Interest 408,002 402,265 394,905 386,820 377,070 1,703,560 1,297,050 741,125 98,919 5,809,716 The District has the authority to issue general obligation bonds in an aggregate principal amount not to exceed $25,000,000. As of June 30, 2007, the District Board has not received a request from the developer to issue the 11 Quailwood Meadows Community Facilities District remaining bonds to fund additional improvements. All bonds are payable from an ad valorem tax levied on all taxable properties within the boundaries of the district. IV. CONTINGENT LIABILITIES At this time there are no contingent liabilities. V. RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omission; injuries to employees; and natural disasters for which it carries commercial insurance. The District also carries commercial insurance for all other risks of loss, including workers’ compensation and employee health and accident insurance. 12