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Home My WebLink About20141703.tiff PIONEER METROPOLITAN DISTRICT NO. 3 Weld County, Colorado FINANCIAL STATEMENTS December 31,2013 2014-1703 V9/01 01 V SV ©/o74 TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT I BASIC FINANCIAL STATEMENTS Government-wide Financial Statements Statement of Net Position i Statement of Activities 2 Fund Financial Statements Balance Sheet-Governmental Funds 3 Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds 4 Reconciliation of the Statement of Revenues,Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Net Activities 5 General Fund- Statement of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual 6 Notes to Financial Statements 7 SUPPLEMENTAL INFORMATION 24 Debt Service Fund- Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual 25 Capital Projects Fund - Schedule of Revenues, Expenditures and Changes in Fund Balances- Budget and Actual 26 SIMMONS &WHEELER. P.C. Certified Public Accountants Boos South Chester Street,Suite 130,Centennial,CO 80112 (303)689-0833,Fax(303)689-0834 Board of Directors Pioneer Metropolitan District No. 3 Weld County, Colorado Independent Auditors'Report We have audited the accompanying financial statements of the governmental activities and each major fund of the Pioneer Metropolitan District No.3,as of and for the year ended December 31,2013,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 of 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 principles 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 each major fund of the Pioneer Metropolitan District No.3 as of December 31, 2013, and the respective changes in financial position and the respective budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. I Other-Matters 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 opinions on the basic financial statements are not affected by this missing information. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise Pioneer Metropolitan District No.3's basic financial statements. The supplemental information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves,and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion,the supplemental information is fairly stated,in all material respects, in relation to the basic financial statements as a whole. Centennial,CO May 2,2014 II BASIC FINANCIAL STATEMENTS PIONEER METROPOLITAN DISTRICT NO.3 STATEMENT OF NET POSITION December 31, 2013 Governmental Activities ASSETS Cash and investments $ 164,110 Cash and investments - Restricted 869,807 Interest receivable 7 Receivable from Pioneer Metro No. 2 405 Receivable from Pioneer Metro No. 4 1,974 Receivable from Pioneer Metro No. 5 6,959 Total current assets 1,043,262 Capital assets 989,213 Total assets 2,032,475 LIABILITIES Accounts payable 105,287 Accrued interest payable 38,042 Noncurrent liabilities Due in more than one year 4,150,000 Total liabilities 4,293,329 DEFERRED INFLOWS OF RESOURCES Developer advance 8,332 Total deferred inflows of resources 8,332 NET POSITION Net investment in capital assets (997,240) Restricted for: Emergency reserves 11,200 Debt service 777,250 Unrestricted (2,060,396) Total net position $ (2,269,186) These financial statements should be read only in connection with the accompanying notes to financial statements. 1 C. C 0a( W O ono m N in N co O O • O l's y Q\ O NO 00 cal N --1 l- R N O N •-+ y r ° 1 ! H G ? W n CN O r 0O0 �i. �+ 00 M M N h N a Q .N...v EA GA y 10 -4.1 1 I CC o a Uat t E C C., o U 'S EA y d L y .Yi fa 0 0 o I a m 3 M Y " 0 7 vi h 1/4O 1/4O in G i-• M en b + O �,' y C C N N " y • co 4 at 0. rrgI� O C �Uyy w) en o I. O v U fA b9 e 0 N a iTa O 1. A. •� a • E" N ° 01z ►1 me en y y ° 0 Ts Q CO en F L DO L aa V 0 tu O F CI cy y w " 0q F. w d U In v °° > o •° O o ►� GVi cos 69 a o , s°. p, 0q 'b y N a F Q m p,• 0 r ° C) -0 O O �Z 9 ° ° ° C y O a p C y � � a CO Fn a0i 0 W W Y 0 W W W M Roo 0 0 > °A 0 0 0 0 >-• F L G 00 00 1/41 4., O ... `v '+'-' cg 47 d 00 in N F7 Y O .C. '-. y ° p. a >0 Os 00 R .M.� d z F " A+ P. t O W W ❑ YLT4 EA 64 O c4 Y O cu o g a: w ° y 0 H In Om Q a " p ° ° 0 b Gm :4,74 E •.> E aataJ MI 01 o •b Y L w 0 - _ a o o ° ° U O o O W PIONEER METROPOLITAN DISTRICT NO.3 BALANCE SHEET GOVERNMENTAL FUNDS December 31,2013 Total Debt Capital Governmental General Service Projects Funds ASSETS Cash and investments $ 164,110 $ - $ - $ 164,110 Cash and investments-Restricted 11,200 770,060 88,547 869,807 Interest receivable - 7 - 7 Receivable from Pioneer Metro No.2 93 312 - 405 Receivable from Pioneer Metro No.4 456 1,518 - 1,974 Receivable from Pioneer Metro No. 5 1,606 5,353 - 6,959 Total assets $ 177,465 $ 777,250 $ 88,547 $ 1,043,262 LIABILITIES Accounts payable $ 19,205 $ - $ 86,082 $ 105,287 Total liabilities 19,205 - 86,082 105,287 DEFERRED INFLOWS OF RESOURCES Developer advance 8,332 - - 8,332 Total deferred inflows of resources 8,332 - - 8,332 FUND BALANCES Restricted for: Emergency reserves 11,200 - - 11,200 Debt service - 777,250 - 777,250 Assigned for: General Fund 965 - - 965 Capital projects - - 2,465 2,465 Unassigned 137,763 - - 137,763 Total fund balances 149,928 777,250 2,465 929,643 TOTAL LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES $ 177,465 $ 777,250 $ 88,547 Amounts reported for governmental activities in the statement of net position are different because: Capital assets are recorded as assets on the statement of net position,but are recorded as expenditures in the funds. Capital outlay 989,213 Long-tern liabilities,including bonds payable,are not due and payable in the current period and,therefore,are not reported in the funds. Bonds payable (4,150,000) Accrued interest on bonds payable (38,042) Net position of governmental activities $ (2,269,186) These financial statements should be read only in connection with the accompanying notes to financial statements. 3 PIONEER METROPOLITAN DISTRICT NO.3 STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS Year Ended December 31,2013 Total Debt Capital Governmental General Service Projects Funds REVENUES Interest income $ 370 $ 45 $ 77 $ 492 Transfer from Pioneer Metro No. 2 16,096 53,642 - 69,738 Transfer from Pioneer Metro No.4 78,427 261,419 - 339,846 Transfer from Pioneer Metro No. 5 276,190 920,635 - 1,196,825 Total revenues 371,083 1,235,741 77 1,606,901 EXPENDITURES General Accounting 41,860 - - 41,860 Audit 4,000 - - 4,000 Engineering 9,463 - 189,523 198,986 Insurance and dues 7,328 - - 7,328 Keenesburg Cost Agreement - - 63,099 63,099 Legal services 31,124 - 61,395 92,519 Miscellaneous 41 - - 41 Transfer to Pioneer Regional 97,530 - - 97,530 Surveying - - 13,021 13,021 Water Conservation Pilot Program - - 350,000 350,000 Debt Service Interest expense - 456,495 - 456,495 Paying agent/trustee fees - 2,000 - 2,000 Capital outlay Capital outlay - - 405,773 405,773 Total expenditures 191,346 458,495 1,082,811 1,732,652 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 179,737 777,246 (1,082,734) (125,751) OTHER FINANCING SOURCES(USES) Developer Advance - - 15,000 15,000 Repay Developer advances - - (15,000) (15,000) Transfers to other fund (11,601) - - (11,601) Transfers from other fund - - 11,601 11,601 Total other financing sources(uses) (11,601) - 11,601 - NET CHANGE IN FUND BALANCES 168,136 777,246 (1,071,133) (125,751) FUND BALANCES-BEGINNING OF YEAR (18,208) 4 1,073,598 1,055,394 FUND BALANCES-END OF YEAR $ 149,928 $ 777,250 $ 2,465 $ 929,643 These financial statements should be read only in connection with the accompanying notes to financial statements. 4 PIONEER METROPOLITAN DISTRICT NO.3 RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES,AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET ACTIVITIES Year Ended December 31, 2013 Net changes in fund balances - Total governmental funds $ (125,751) Amounts reported for governmental activities in the statement of net activities are different because: Long-term debt(e.g.,bonds, Developer advances)provides current financial resources to governmental funds,while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction,however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. The net effect of these differences in the treatment of long-term debt and related items is as follows: Developer advances (15,000) Repayment of Developer advances 15,000 Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. Capital outlay 405,773 Change in net position of governmental activities $ 280,022 These financial statements should be read only in connection with the accompanying notes to financial statements. 5 PIONEER METROPOLITAN DISTRICT NO.3 GENERAL FUND STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES-BUDGET AND ACTUAL December 31,2013 Variance with Final Budget Budget Amounts Actual Positive Original Final Amounts (Negative) REVENUES Interest income $ - $ 410 $ 370 $ (40) Transfer from Pioneer Metro No.2 15,969 15,829 16,096 267 Transfer from Pioneer Metro No. 4 77,816 77,821 78,427 606 Transfer from Pioneer Metro No. 5 271,257 271,386 276,190 4,804 Other income - 14,286 - (14,286) Total revenues 365,042 379,732 371,083 (8,649) EXPENDITURES Accounting 25,000 40,000 41,860 (1,860) Audit 5,000 5,000 4,000 1,000 Insurance and dues 15,000 7,328 7,328 - Legal services 20,000 60,000 31,124 28,876 Miscellaneous - 6,842 41 6,801 Engineering - 1,000 9,463 (8,463) Transfer to Pioneer Regional 85,000 99,830 97,530 2,300 Contingency - 20,000 - 20,000 Total expenditures 150,000 240,000 191,346 48,654 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 215,042 139,732 179,737 40,005 OTHER FINANCING SOURCES Transfers to other fund (170,000) (110,000) (11,601) 98,399 Total other financing sources (170,000) (110,000) (11,601) 98,399 EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER)EXPENDITURES AND OTHER FINANCING(USES) 45,042 29,732 168,136 138,404 FUND BALANCES-BEGINNING OF YEAR (29,732) (29,732) (18,208) 11,524 FUND BALANCES-END OF YEAR $ 15,310 $ - $ 149,928 $ 149,928 These financial statements should be read only in connection with the accompanying notes to financial statements. 6 I PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 1 - DEFINITION OF REPORTING ENTITY Pioneer Metropolitan District No. 3 (District), a quasi-municipal corporation and political subdivision of the State of Colorado, was organized by court order and recorded with the Weld County Clerk and Recorder on August 29, 2006 and is governed pursuant to provisions of the Colorado Special District Act (Title 32, Article 1, Colorado Revised Statutes). The District's service area is located in Weld County, Colorado. The District was organized to provide financing for the design, acquisition, construction and installation and maintenance of essential public-purpose facilities, such as water, sanitation, storm drainage, streets, safety protection,park and recreation, transportation, television relay and translation, mosquito control, and limited fire protection. The District follows the Governmental Accounting Standards Board (GASB) accounting pronouncements which provide guidance for determining which governmental activities, organizations and functions should be included within the financial reporting entity. GASB pronouncements set forth the financial accountability of a governmental organization's elected governing body as the basic criterion for including a possible component governmental organization in a primary government's legal entity. Financial accountability includes, but is not limited to, appointment of a voting majority of the organization's governing body, ability to impose its will on the organization, a potential for the organization to provide specific financial benefits or burdens and fiscal dependency. The District is not financially accountable for any other organization, nor is the District a component unit of any other primary governmental entity. The District has no employees and all operations and administrative functions are contracted. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The more significant accounting policies of the District are described as follows: Government-wide and Fund Financial Statements The government-wide financial statements include the statement of net position and the statement of activities. These financial statements include all of the activities of the District. For the most part, the effect of interfund activity has been removed from these statements. Governmental activities are normally supported by taxes and intergovernmental revenues. The statement of net position reports all financial and capital resources of the District. The difference between the assets and liabilities of the District is reported as net position. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to 7 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. Separate financial statements are provided for governmental funds. Major individual governmental funds are reported as separate columns in the fund financial statements. Measurement Focus, Basis of Accounting, and Financial Statement Presentation 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. 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. For this purpose, the District considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. The major sources of revenue susceptible to accrual are District property taxes and interest. All other revenue items are considered to be measurable and available only when cash is received by the District. The District determined that Developer advances are not considered as revenue susceptible to accrual. Expenditures, other than interest on long-term obligations, are recorded when the liability is incurred or the long-term obligation is due. The District reports the following major governmental funds: The General Fund is the District's primary operating fund. It accounts for all fmancial resources of the general government, except those required to be accounted for in another fund. The Debt Service Fund accounts for the resources accumulated and payments made for principal and interest on long-term general obligation debt of the governmental funds. The Capital Projects Fund is used to account for financial resources to be used for the acquisition and construction of capital equipment and facilities. 8 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Budgets In accordance with the State Budget Law of Colorado, the District's Board of Directors holds public hearings in the fall of each year to approve the budget and appropriate the funds for the ensuing year. The appropriation is at the total fund expenditures level and lapses at year end. The District's Board of Directors can modify the budget by line item within the total appropriation without notification. The appropriation can only be modified upon completion of notification and publication requirements. The budget includes each fund on its basis of accounting unless otherwise indicated. During the year, supplementary appropriations approved by the District modified the 2013 appropriations from $320,000 to $350,000 in the General Fund, from $456,500 to $460,000 in the Debt Service Fund, and from$1,853,500 to$1,100,000 in the Capital Projects Fund. Pooled Cash and Investments The District follows the practice of pooling cash and investments of all funds to maximize investment earnings. Except when required by trust or other agreements, all cash is deposited to and disbursed from a single bank account. Cash in excess of immediate operating requirements is pooled for deposit and investment flexibility. Investment earnings are allocated periodically to the participating funds based upon each fund's average equity balance in the total cash. Investments are carried at fair value. Property Taxes Property taxes are levied by the District's Board of Directors. The levy is based on assessed valuations determined by the County Assessor generally as of January 1 of each year. The levy is normally set by December 15 by certification to the County Commissioners to put the tax lien on the individual properties as of January 1 of the following year. The County Treasurer collects the determined taxes during the ensuing calendar year. The taxes are payable by April or if in equal installments, at the taxpayer's election, in February and June. Delinquent taxpayers are notified in August and generally sales of the tax liens on delinquent properties are held in November or December. The County Treasurer remits the taxes collected monthly to the District. Property taxes, net of estimated uncollectible taxes, are recorded initially as deferred revenue in the year they are levied and measurable. The deferred property tax revenues are recorded as revenue in the year they are available or collected. 9 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Capital Assets Capital assets are reported in the applicable governmental activities column in the government- wide financial statements. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair value at the date of donation. Water Rights The cost of water rights includes acquisition cost, legal and engineering costs related to the development and augmentation of those rights. Since the rights have a perpetual life, they are not amortized. All other costs, including costs incurred for the protection of those rights, are expensed. Fund Balance Fund balance for governmental funds should be reported in classifications that comprise a hierarchy based on the extent to which the government is bound to honor constraints on the specific purposes for which spending can occur. Governmental funds report up to five classifications of fund balance: nonspendable, restricted, committed, assigned, and unassigned. Because circumstances differ among governments, not every government or every governmental fund will present all of these components. The following classifications describe the relative strength of the spending constraints: • Nonspendable fund balance—The portion of fund balance that cannot be spent because it is either not in spendable form (such as prepaid amounts or inventory) or legally or contractually required to be maintained intact. • Restricted fund balance — The portion of fund balance that is constrained to being used for a specific purpose by external parties (such as bondholders), constitutional provisions, or enabling legislation. • Committed fund balance— The portion of fund balance that can only be used for specific purposes pursuant to constraints imposed by formal action of the government's highest level of decision-making authority, the Board of Directors. The constraint may be removed or changed only through formal action of the Board of Directors. • Assigned fund balance — The portion of fund balance that is constrained by the government's intent to be used for specific purposes, but is neither restricted nor committed. Intent is expressed by the Board of Directors to be used for a specific purpose. Constraints imposed on the use of assigned amounts are more easily removed or modified than those imposed on amounts that are classified as committed. 10 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) • Unassigned fund balance — The residual portion of fund balance that does not meet any of the criteria described above. If more than one classification of fund balance is available for use when an expenditure is incurred, it is the District's policy to use the most restrictive classification first. NOTE 3 -CASH AND INVESTMENTS Cash and investments as of December 31, 2013 are classified in the accompanying financial statements as follows: Statement of net position: Cash and investments $ 164,110 Cash and investments - Restricted 869,807 Total cash and investments $ 1,033,917 Cash and investments as of December 31, 2013 consist of the following: Investments $ 1,033,917 Total cash and investments $ 1,033,917 Investments The District's policy is to follow state statutes regarding investments. The District generally limits its concentration of investments to those noted with an asterisk (*) below, which are believed to have minimal credit risk, minimal interest rate risk and no foreign currency risk. Additionally, the District is not subject to concentration risk disclosure requirements or subject to investment custodial credit risk for investments that are in the possession of another party. Colorado revised statutes limit investment maturities to five years or less unless formally approved by the Board of Directors. Such actions are generally associated with a debt service reserve or sinking fund requirements. Revenue bonds of local government securities, corporate and bank securities, and guaranteed investment contracts not purchased with bond proceeds, are limited to maturities of three years or less. 11 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31,2013 NOTE 3 -CASH AND INVESTMENTS (CONTINUED) Colorado statutes specify investment instruments meeting defined rating and risk criteria in which local governments may invest which include: Obligations of the United States, certain U.S. government agency securities and securities of the World Bank General obligation and revenue bonds of U.S. local government entities Certain certificates of participation Certain securities lending agreements Bankers'acceptances of certain banks Commercial paper Written repurchase agreements and certain reverse repurchase agreements collateralized by certain authorized securities * Certain money market funds Guaranteed investment contracts * Local government investment pools As of December 31, 2013, the District had the following investments: Investment Maturity Fair Value Colorado Surplus Asset Fund Trust(CSAFE) Weighted average under 60 days $ 197,099 Federated Prime Obligation Fund 836,818 $ 1.033,917 CSAFE The District invested in the Colorado Surplus Asset Fund Trust (CSAFE), which is an investment vehicle established by state statute for local government entities to pool surplus assets. The State Securities Commissioner administers and enforces all State statutes governing CSAFE. CSAFE is similar to a money market fund, with each share valued at $1.00. CSAFE may invest in U.S. Treasury securities, repurchase agreements collateralized by U.S. Treasury securities, certain money market funds and highest rated commercial paper. A designated custodial bank serves as custodian for CSAFE's portfolio pursuant to a custodian agreement. The custodian acts as safekeeping agent for CSAFE's investment portfolio and provides services as the depository in connection with direct investments and withdrawals. The custodian's internal records segregate investments owned by CSAFE. CSAFE is rated AAAm by Standard& Poor's. 12 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 3 - CASH AND INVESTMENTS (CONTINUED) Federated Prime Obligations Fund Money that is included in the trust accounts at United Missouri Bank is invested in the Federated Prime Obligations Fund. This portfolio is a money market mutual fund which invests primarily in short-term, high-quality, fixed-income securities issued by banks, corporations and the U.S. government, rated in the highest short-term category or of comparable quality, with maturities of 13 months or less. The Federated Prime Obligations Fund is rated AAAm by Standard& Poor's. NOTE 4- CAPITAL ASSETS The following is an analysis of the changes in capital assets for the year ended December 31, 2013. Balance at Balance at December 31, December 31. 2012 Increases Decreases 2013 Capital assets,not being depreciated: Water rights $ 583,440 $ 405,773 $ - $ 989,213 Governmental activities capital assets $ 583,440 $ 405,773 $ - $ 989,213 NOTE 5- LONG-TERM OBLIGATIONS The following is an analysis of the changes in the District's long-term obligations for the year ended December 31, 2013. Balance at Retirement of Balance at Due December 31, Long-Term December 31, Within 2012 Additions Obligations 2013 One Year G.O.Bonds-Series 2012 $ 4,150,000 $ - $ - $ 4,150,000 $ 13 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 5-LONG-TERM OBLIGATIONS (CONTINUED) The detail of the District's long-term obligations are as follows: $4,150,000 Limited Tax General Obligation Bonds, Taxable Series 2012, dated April 1, 2012, were issued for the purposes of (1) financing the costs of designing, acquiring, constructing, and installing certain public infrastructure and assets; (2) reimbursing a portion of capital costs, organizational expenses and operating expenditures; (3) providing capitalized interest for the payment of a portion of the interest on the Bonds; and (4) paying the costs of issuance of the Bonds. The Bonds are term bonds payable annually on December 1 with final maturity on December 1, 2037 bearing interest of 11.00% payable semiannually on June 1 and December 1. The Bonds are subject to redemption prior to maturity, at the option of the District on December 1, 2015, and on any date thereafter, upon payment of par and accrued interest, without redemption premium. The Bonds are also subject to mandatory excess funds redemption on December 1 of each year, upon payment of par and accrued interest, without redemption premium, to the extent of any funds in the Redemption Account of the Bond Fund. Notwithstanding the foregoing, no redemption of the Bonds shall occur unless and until the Surplus Fund has an amount equal to the Required Surplus (defined below) amount. The Bonds are secured by and payable solely from Pledged Revenue consisting of monies derived by the District from the following sources, net of any collection costs: (1) the Required Mill Levy, (2) amounts payable to the District by other Districts under the Capital Pledge Agreements; (3) the Pledged Capital Fees (if any); and (4) the portion of the Specific Ownership Tax which is collected as a result of the imposition of the Required Mill Levy. Required Mill Levy means an ad valorem tax levied against all taxable property of the District each year in the amount of 50 mills (Required Mill Levy). The Bonds are also secured by amounts accumulated in the Surplus Fund. The Surplus Fund was not funded upon the issuance of the Bonds, but rather will accumulate up to the amount of the Required Surplus of$830,000 to the extent of the receipt of Pledged Revenue in excess of the amount required to pay debt service on the Bonds. As of December 31, 2013, $748,261 was in the Surplus Fund. The District's long-term obligations are payable solely from Pledged Revenue and the amounts thereof cannot be determined, therefore a schedule of future debt payments has not been provided. 14 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31,2013 NOTE 5 -LONG-TERM OBLIGATIONS (CONTINUED) Authorized Debt On May 2, 2006 a majority of the qualified electors of the District who voted in the election authorized the issuance of indebtedness in an amount not to exceed $3,680,000,000. On May 4, 2010, a majority of the qualified electors of the District who voted in the election authorized the issuance of indebtedness in an amount not to exceed $3,680,000,000. At December 31, 2013, the District had authorized but unissued indebtedness in the following amounts allocated for the following purposes: Authorization Debt Debt Used for Authorized Authorized Authorized Series 2012 But May 2,2006 May 4,2010 Bonds Unissued Streets $ 330,000,000 $ 330,000,000 $ - $ 660,000,000 Water 330,000,000 330,000,000 3,695,000 656,305,000 Sanitary sewer 330,000,000 330,000,000 145,000 659,855,000 Parks and recreation 330,000,000 330,000,000 - 660,000,000 Traffic and safety 330,000,000 330,000,000 - 660,000,000 Mosquito control 330,000,000 330,000,000 - 660,000,000 Public transportation 330,000,000 330,000,000 - 660,000,000 Fire protection 330,000,000 330,000,000 - 660,000,000 Television relay and translation 330,000,000 330,000,000 - 660,000,000 Operations and maintenance 50,000,000 50,000,000 310,000 99,690,000 Debt refunding 330,000,000 330,000,000 - 660,000,000 Intergovernmental contracts 330,000,000 330,000,000 - 660,000,000 $3,680,000,000 $ 3,680,000,000 $ 4,150,000 $7,355,850,000 In the future, the District may issue a portion or all of the remaining authorized but unissued general obligation debt for purposes of providing public improvements to support development as it occurs within the District's service area. However, as of the date of this audit, the amount and timing of any debt issuance is not determinable. Capital Pledge Agreements Each of Pioneer Metropolitan District Nos. 2, 4 and 5 entered into Capital Pledge Agreements with the District (collectively, the Capital Pledge Agreements) on April 18, 2012. Under such Capital Pledge Agreements, each of District Nos. 2, 4 and 5 covenant to levy an ad valorem mill levy each year upon all taxable property of each of such Districts in the amount of 50 mills. The Districts will transfer all ad valorem tax revenue derived from such levy and all Specific Ownership Tax revenue allocable to such levy to the District for payment on the Series 2012 Bonds and funding of the Surplus Fund. 15 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 6-NET POSITION The District's net position consists of three components — net investment in capital assets, restricted, and unrestricted. Net investment in capital assets consists of capital assets, net of accumulated depreciation and reduced by the outstanding balances of bonds, mortgages, notes, or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. 50% of the proceeds from the issuance of the Series 2012 Bonds were used for non-capitalizable costs. Therefore, only 50% of the bond proceeds will be spent on capital assets. As of December 31, 2013, the District had net investment in capital assets calculated as follows: Governmental Activities Net investment in capital assets: Capital assets, net $ 989,213 50%of noncurrent portion of outstanding long-term obligations (2,075,000) Unspent bond proceeds 88,547 Net investment in capital assets $ (997,240) Restricted net position includes assets that are restricted for use either externally imposed by creditors, grantors, contributors, or laws and regulations of other governments or imposed by law through constitutional provisions or enabling legislation. The District had restricted net position as of December 31, 2013 as follows: Governmental Activities Restricted net assets: Emergency reserves $ 11,200 Debt service 777,250 Total restricted net assets $ 788,450 The unrestricted component of net position is the net amount of the assets, deferred outflows of resources, liabilities, and deferred inflows of resources that are not included in the determination of net investment in capital assets. The District's unrestricted net position as of December 31, 2013 totaled $(2,060,396). This deficit amount was the result of the District being responsible for the repayment of bonds issued for public improvement. 16 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31,2013 NOTE 7- RELATED PARTY The members of the Board of Directors are employees, owners or are otherwise associated with HP Farms Holding, LLC (the Property Owner) and Gateway American Resources, LLC (the Developer). The Property Owner and the Developer may have conflicts of interest in dealing with the District. One of the members of the Board of Directors is also associated with PV Water Holdings LLC (PV). On December 10, 2012, PV sold to the District 171.6 acre feet of Larimer Fox Hills Aquifer water underlying areas 9, 10, 11 and 13 more particularly described in that certain Colorado Ground Water Findings and Order entered April 14, 2009 in Determination No. 2037- BD, and recorded on September 28, 2009 as Reception No. 3651094 of the books of the Weld County Clerk and Recorder. The purchase price of the water rights was $583,440. On June 10, 2013, PV sold to the District 60.8 acre feet of Larimer Fox Hills Aquifer water underlying area 6, as more particularly described in that certain Colorado Ground Water Findings and Order entered April 14, 2009 in Determination No. 2037-BD, and recorded on September 28, 2009 as Reception No. 3651094 of the books of the Weld County Clerk and Recorder. PV also sold to the District 26.8 acre feet of Arapahoe Aquifer water underlying area 5 and 20.1 acre feet of Arapahoe Aquifer water underlying area 6, as more particularly described in that certain Colorado Ground Water Findings and Order entered April 14, 2009 in Determination No. 2038-BD, and recorded on September 28, 2009 as Reception No. 3651094 of the books of the Weld County Clerk and Recorder. The purchase price of all the above water rights was $284,260. NOTE 8 -AGREEMENTS Memorandum of Understanding As contemplated by the Service Plan, Pioneer Regional Metropolitan District ("Pioneer Regional") was designated as the "Service District" and Pioneer Metropolitan District Nos. 1 through 6, inclusive, were designated as the "Financing Districts." The Service Plans for the Service District and each of the Financing Districts provided that the Service District and the Financing Districts would enter into a Facilities Funding Construction and Operations Agreement (the "FFCO") in order to establish the rights and obligations of the Service District and Financing Districts to provide for the financing, construction, operation, and maintenance of certain public infrastructure required for the planned future development within the Districts (the "Future Development"). Prior to completing discussions on the terms of the FFCO, the Service District and the Financing Districts entered into a Memorandum of Understanding (the "MOU") dated November 12, 2008 (as amended March 26, 2012), by and among Pioneer Metropolitan District Nos. 1 through 6 and Pioneer Regional, whereby the Service District was granted the authority to enter into the Keenesburg Agreement (defined below), and, in addition to the Keenesburg obligation, the Financing Districts agreed to reimburse the Service District for certain expenses incurred by the Service District for the benefit of each of the Financing Districts. 17 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 8 -AGREEMENTS (CONTINUED) Such expenses are those incurred by the Service District in connection with the organization and administration of the Districts, District No. 1 and District No. 6, and in the planning and designing of improvements to serve the Future Development (the "Reimbursable Costs"), as defined therein. The MOU was amended on March 26, 2012, to release the Districts from their obligations under the MOU and to allow the Districts to enter in to the 2012 FFCO (defined below) as contemplated by the Service Plans for the Districts. The amendment to the MOU, however, contemplates that the FFCO will be amended in the future to ensure transition and/or use of any public improvements constructed thereunder to Pioneer Regional as the Service District. Facilities Funding Construction and Operations Agreement As anticipated by the amendment to the MOU as noted above, on March 26, 2012, the District entered into a Facilities Funding, Construction and Operations Agreement with Pioneer Metropolitan District Nos. 2, 4, and 5, (the "2012 FFCO"). Pursuant to the 2012 FFCO, the District is generally responsible for coordinating the financing, construction, ownership, operation and maintenance of public improvements, while District No. 2, 4, and 5, serving as the "Financing Districts" are generally responsible for producing property tax and other revenue sufficient to pay the costs of operations and debt service expenses incurred for the purpose of providing such improvements and services. In addition, the District, in its capacity as the"Coordinating District"under the FFCO has agreed to pay the Reimbursable Costs and will assume Pioneer Regional's obligations under the Keenesburg Agreement allowing the Future Development to continue to have the Keenesburg water transmission source available. The 2012 FFCO allows for a future amendment to include Pioneer Regional, District No. 1 and District No. 6 to ensure transition and/or use of any public improvements constructed thereunder to Pioneer Regional, as the provider of services to end users within the Districts, and the eventual transition to each of the Districts to provide services to its future residents and/or commercial users. Keenesburg Agreement(Pipeline) In furtherance of its responsibilities under the MOU and of bringing water to the Future Development, Pioneer Regional entered into that certain Agreement dated April 17, 2008 with the Town of Keenesburg (the "Town") (as amended, the "Keenesburg Agreement") which allows Pioneer Regional the use of capacity in a water pipeline built by the Town (the "Keenesburg Pipeline") for use by the Future Development provided that yearly payments are made by Pioneer Regional to the Town for reimbursement of a portion of the Town's costs in constructing the Keenesburg Pipeline. Pioneer Regional and the District determined that it was in the bests interests of the future residents of the Districts for the District to assume the obligations and obtain the rights of Pioneer Regional under the Keenesburg Agreement. 18 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 8-AGREEMENTS (CONTINUED) The Town, Pioneer Regional, and the District, entered into that certain First Amendment to and Assignment of Agreement, dated May 1, 2012 (the "Amended Keenesburg Agreement", collectively with the Keenesburg Agreement the, "Keenesburg Agreement"), wherein Pioneer Regional assigned all of its rights and obligations in the Keenesburg Agreement to the District and wherein the parties revised the use of the Keenesburg Pipeline. Annual payments of$50,478.86 were due to Keenesburg beginning May 25, 2008 through May 25, 2010. Pursuant to the First Amendment to and Assignment of Agreement, annual payments of$63,098.58 are due to Keenesburg on May 25 in years 2013 through 2032. Pioneer Community Reimbursement IGA In accordance with the MOU, Pioneer Regional incurred certain costs on behalf of the Financing Districts. Pursuant to the Intergovernmental Agreement Regarding Assignment of Reimbursement Obligations; Consent to Construction; and Collection of Regional Mill Levy dated as of March 26, 2012 between Pioneer Regional and the District(the "Pioneer Community Reimbursement IGA"), Pioneer Regional assigned to the District certain obligations it had with respect to the Reimbursement Obligations and Organization Costs and Services (each, as defined therein) which are collectively referred to therein as the "Pioneer Community Reimbursement Obligations." Pioneer Regional has agreed to adjust the formula in determining its rates to be charged to end users in the Future Development in exchange for the District assuming the Pioneer Community Reimbursement Obligations. Pioneer Regional is obligated to provide water and wastewater service to the future residents and commercial development of the Districts. As noted above, in exchange for the District's assumption of the Pioneer Community Reimbursement Obligations, Pioneer Regional agreed that it will adjust the calculation considered in establishing its rate structure so that no charges are passed along that would have otherwise been assessed as a result of Pioneer Regional's former obligations pursuant to the MOU. This is expected to result in a decrease in the tap fee rates ultimately payable for connection to water and wastewater systems for service. Under the Pioneer Community Reimbursement IGA, Pioneer Regional agreed that it will not object to the District's construction of (or causing the construction of) future water and wastewater infrastructure that would otherwise be the responsibility of Pioneer Regional pursuant to its Service Plan. The District agreed to give Pioneer Regional advance written notice prior to constructing any water and wastewater improvements. In addition, pursuant to the First Amendment to the MOU and the Pioneer Community Reimbursement IGA, Pioneer Regional and the District will enter into an agreement prior to the connection of any resident to water or wastewater service to ensure Pioneer Regional has adequate access to such infrastructure to provide the services contemplated under its Service Plan and to establish an orderly transition of the use and ownership of the improvements to each of the Districts. 19 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 8 -AGREEMENTS (CONTINUED) Finally, each of the Financing Districts will be obligated to impose a regional improvements mill levy (the "Regional Mill Levy"), the proceeds of which are to be remitted to Pioneer Regional to be used for the provision of regional water and wastewater improvements. Pursuant to the Pioneer Regional Community Reimbursement IGA, the District will cause each of the other Financing Districts to impose the Regional Mill Levy and will collect and remit the revenue derived from such levy to Pioneer Regional. Pioneer Regional is to use such revenue for payment of its on-going operations expenses and certain reimbursement obligations which were retained by Pioneer Regional and not assigned to or assumed by the District and for any other purpose authorized by its Service Plan. The Pioneer Community Reimbursement IGA was amended by that certain First Amendment to Intergovernmental Agreement Regarding Assignment of Reimbursement Obligations; Consent to Construction; and Collection of Regional Mill levy dated May 28, 2013 (the "First Amendment to Pioneer IGA"). Pursuant to the First Amendment to Pioneer IGA, the District agreed to make funds available to Pioneer Regional for Pioneer Regional's implementation of the Program (defined below) adopted by the Board of Directors of Pioneer Regional. Pursuant to the First Amendment to Pioneer IGA, such funds may be used for payment of any incentive payments, water infrastructure or water as may be necessary for Pioneer Regional's implementation of the Program. The District paid $350,000 on July 9, 2013 to Greenleaf Acres, LLC as an incentive payment under the Program pursuant to the First Amendment to the Pioneer IGA. Agricultural Water Conservation Pilot Program Pioneer Regional is intended to provide retail water and wastewater services within the Pioneer communities, including the service area of the District. A Planned Unit Development (PUD) was approved for the Pioneer Communities in 2013 which zoning document approved certain agricultural uses within the Pioneer Communities. Since Pioneer Regional will be providing water services, it determined that implementation of a water conservation program by the agricultural users within the Pioneer Communities will benefit all of the residents and inhabitants in the Pioneer Communities. In May, 2013, the Board of Directors of Pioneer Regional adopted the Pioneer Regional Agricultural Water Conservation Pilot Program. The Program was created to promote and incentivize on-farm physical improvements, soils amendment, crop selection, irrigation management practices and water measurement that promote water conservation and increase crop density and yield("Conservation Measures"). Pioneer Regional's goal is to ensure water is being used efficiently and that it is being put to beneficial use. Under the Program, financial incentives are made available to farmers and ranchers ("Growers") for a 12 year period beginning in 2013. In order to participate in the Program, a Grower must meet certain eligibility requirements, including, but not limited to actively fanning or ranching within the Program Area a total of not less than 500 acres for commercial purposes only. In addition, the Conservation Measures to be implemented must be located within the taxing boundaries of one of the District Nos. 2 through 5. As noted above, the First Amendment to the Pioneer Community Reimbursement IGA was entered into between Pioneer Regional and the District to evidence the District's agreement to making funding available for the Program. At this time, one participation agreement under the Program has been executed, as described below. 20 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 8-AGREEMENTS (CONTINUED) Pioneer Regional Metropolitan District Participation Agreement Agricultural Water Conservation Pilot Program—Greenleaf Acres, LLC On July 8, 2013, Pioneer Regional entered into its first participation agreement under the Program with Greenleaf Acres, LLC ("Greenleaf') (the "Greenleaf Participation Agreement"). Pursuant to the Greenleaf Participation Agreement, Greenleaf has elected to participate in the Program with respect to 920 acres of its property. The term of the Greenleaf Participation Agreement is for 12 years. Greenleaf must make an annual election of the Conservation Measures it intends to implement in any particular growing season (the "Plan"). If Greenleaf fulfills its Plan in accordance with the Program requirements, then Greenleaf will be entitled to certain incentive payments. In 2013, pursuant to the First Amendment to Pioneer IGA, the District made an incentive payment to Greenleaf in the amount of$350,000. Incentive payments for future years may be a combination of water delivery and/or cash and are as set forth in the Greenleaf Participation Agreement. Pioneer Metropolitan District No.3 Project Management Services Agreement The District entered into that certain Project Management Services Agreement with Gateway American Resources, LLC ("GAR") effective as of January 1, 2013 (the "Project Management Agreement"). Pursuant to the Project Management Agreement, GAR agreed to provide services to the District with respect to certain management responsibilities, including, but not limited to, coordination of the acquisition of water rights and easements and rights of way, visioning of District programming and process of construction of public improvements. GAR agreed to provide its services under a work order process with each work order to be approved by the District's Board of Directors. In exchange for GAR's services under the Project Management Agreement, the District agreed to pay GAR management fees as specified in each particular work order. The initial term of the Project Management Agreement was from January 1, 2013 through December 1, 2014. Thereafter, the Project Management Agreement may be renewed annually. On September 6, 2013, the District paid to GAR $120,000 for services performed under the Project Management Agreement. Resource Colorado Water and Sanitation Metropolitan District Reimbursement IGA The District, Resource Colorado Water and Sanitation Metropolitan District ("Resource"), Resource Colorado Water and Sanitation District acting by and through Resource Colorado Water and Sanitation District acting by and through Resource Colorado Water and Sanitation District GAR Water Activity Enterprise No. 1("Enterprise No. 1"), and Resource Colorado Water and Sanitation District acting by and through Resource Colorado Water and Sanitation District Water Activity Enterprise (the "Original Enterprise"), entered into that certain Intergovernmental Agreement Regarding Assignment of Reimbursement Obligations and Consent to Construction on April 19, 2012 ("Resource IGA"). Pursuant to the Resource IGA, Resource, the Original Enterprise, and Enterprise No. 1 agree to assign, and the District agrees to assume, their respective responsibilities for repayment of those 21 PIONEER METROPOLITAN DISTRICT NO.3 NOTES TO FINANCIAL STATEMENTS December 31, 2013 NOTE 8 -AGREEMENTS(CONTINUED) reimbursement obligations pursuant to those certain Gateway American Resources Operation Funding Agreements, the Quebec Corp. Operation Funding Agreements, the Gateway American Resources Project Funding Agreement and the Quebec Corp. Project Funding Agreement(as defined therein) (the "Reimbursement Obligations"). In exchange, Resource, the Original Enterprise, and Enterprise No. 1 agree not to include the costs incurred in any rate structure for service established by Resource, the Original Enterprise or Enterprise No. 1 for future services provided to the Districts' service area(the "Pioneer Community"). In addition, pursuant to the Resource IGA, Resource on behalf of itself and the Pioneer Community Enterprise consents to and agrees that it will not object to the District's construction, or causing such construction to be done, in the future, of water infrastructure that may be construed as a Resource and/or Pioneer Community Enterprise obligation under Resource's Service Plan provided the District gives Resource advance written notice together with a copy of the construction plans prior to commencement of such construction. Further, the Parties agree that if the District undertakes any water or sewer infrastructure construction, it will enter into an agreement with Pioneer Regional as contemplated in the First Amendment to MOU between Pioneer Regional and Pioneer prior to the connection of a resident for water or sewer service to a Pioneer Regional Improvement to ensure both Pioneer Regional (as the contracting entity with Resource) and Resource have adequate access to such infrastructure to provide its services under its respective Service Plan and such that Resource can satisfy the terms and provisions of the Will Serve Letter(defined therein). Repayment of Assumed Obligations Pursuant to the Pioneer Community Reimbursement IGA and the Resource IGA, the District assumed the Pioneer Community Reimbursement Obligations and the Resource Obligations and repaid the Developers $978,179 in principal and $385,964 in interest at the rate of 8.0% during 2012. NOTE 9- RISK MANAGEMENT The District is exposed to various risks of loss related to torts, thefts of, damage to, or destruction of assets; errors or omissions; injuries to employees, or acts of God. The District is a member of the Colorado Special Districts Property and Liability Pool (Pool) as of December 31, 2013. The Pool is an organization created by intergovernmental agreement to provide property, liability, public officials liability, boiler and machinery and workers compensation coverage to its members. Settled claims have not exceeded this coverage in any of the past three fiscal years. The District pays annual premiums to the Pool for liability, property and public officials liability coverage. In the event aggregated losses incurred by the Pool exceed amounts recoverable from reinsurance contracts and funds accumulated by the Pool, the Pool may require additional 22 PIONEER METROPOLITAN DISTRICT NO. 3 NOTES TO FINANCIAL STATEMENTS December 31,2013 NOTE 9-RISK MANAGEMENT (CONTINUED) contributions from the Pool members. Any excess funds which the Pool determines are not needed for purposes of the Pool may be returned to the members pursuant to a distribution formula. NOTE 10 -TAX,SPENDING AND DEBT LIMITATIONS Article X, Section 20 of the Colorado Constitution, referred to as the Taxpayer's Bill of Rights (TABOR) contains tax, spending, revenue and debt limitations which apply to the State of Colorado and all local governments. Spending and revenue limits are determined based on the prior year's Fiscal Year Spending adjusted for allowable increases based upon inflation and local growth. Fiscal Year Spending is generally defined as expenditures plus reserve increases with certain exceptions. Revenue in excess of the Fiscal Year Spending limit must be refunded unless the voters approve retention of such revenue. On May 2, 2006, the electorate approved the removal of limitations imposed by the TABOR Amendment and any other law that purports to limit the District's revenue or expenditures, a $10,000,000 annual property tax increase for operations, a $330,000,000 annual property tax increase for intergovernmental agreements, and a $330,000,000 annual property tax increase for regional improvements. TABOR requires local governments to establish Emergency Reserves. These reserves must be at least 3% of Fiscal Year Spending (excluding bonded debt service). Local governments are not allowed to use the emergency reserves to compensate for economic conditions, revenue shortfalls, or salary or benefit increases. The District's management believes it is in compliance with the provisions of TABOR. However, TABOR is complex and subject to interpretation. Many of the provisions, including the interpretation of how to calculate Fiscal Year Spending limits, will require judicial interpretation. This information is an integral part of the accompanying financial statements. 23 SUPPLEMENTAL INFORMATION 24 PIONEER METROPOLITAN DISTRICT NO.3 DEBT SERVICE FUND SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES-BUDGET AND ACTUAL Year Ended December 31,2013 Variance with Final Budget Budget Amounts Actual Positive Original Final Amounts (Negative) REVENUES Interest income $ 2,000 $ 50 $ 45 $ (5) Transfer from Pioneer Metro No.2 53,221 53,324 53,642 318 Transfer from Pioneer Metro No.4 259,382 259,382 261,419 2,037 Transfer from Pioneer Metro No. 5 904,193 914,622 920,635 6,013 Total revenues 1,218,796 1,227,378 1,235,741 8,363 EXPENDITURES Interest expense-Bonds 456,500 456,500 456,495 5 Paying agent fees - - 2,000 (2,000) Contingency - 3,500 - 3,500 Total expenditures 456,500 460,000 458,495 1,505 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 762,296 767,378 777,246 9,868 FUND BALANCES- BEGINNING OF YEAR 203 203 4 (199) FUND BALANCES-END OF YEAR $ 762,499 $ 767,581 $ 777,250 $ 9,669 25 PIONEER METROPOLITAN DISTRICT NO.3 CAPITAL PROJECTS FUND SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES-BUDGET AND ACTUAL Year Ended December 31,2013 Variance with Final Budget Budget Amounts Actual Positive Original Final Amounts (Negative) REVENUES Interest income $ 4,000 $ 4,000 $ 77 $ (3,923) Total revenues 4,000 4,000 77 (3,923) EXPENDITURES Keenesburg Cost Agreement - - 63,099 (63,099) Legal services - - 61,395 (61,395) Engineering - - 189,523 (189,523) Surveying - - 13,021 (13,021) Water Conservation Pilot Program - - 350,000 (350,000) Capital outlay 1,853,500 1,100,000 405,773 694,227 Total expenditures 1,853,500 1,100,000 1,082,811 17,189 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (1,849,500) (1,096,000) (1,082,734) 13,266 OTHER FINANCING SOURCES (USES) Transfers from other fund 170,000 170,000 11,601 (158,399) Developer advance - - 15,000 15,000 Repay Developer advance - - (15,000) (15,000) Total other financing sources (uses) 170,000 170,000 11,601 (158,399) EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER)EXPENDITURES AND OTHER FINANCING(USES) (1,679,500) (926,000) (1,071,133) (145,133) FUND BALANCES-BEGINNING OF YEAR 1,679,500 1,679,500 1,073,598 (605,902) FUND BALANCES-END OF YEAR $ - $ 753,500 $ 2,465 $ (751,035) 26 Hello