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HomeMy Public PortalAboutAudit Report - District- FY12MIDPENINSULA REGIONAL OPEN SPACE DISTRICT ANNUAL FINANCIAL REPORT YEAR ENDED MARCH 31, 2012 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT TABLE OF CONTENTS MARCH 31, 2012 INDEPENDENT AUDITOR'S REPORT MANAGEMENT'S DISCUSSION AND ANALYSIS BASIC FINANCIAL STATEMENTS Statement of Net Assets Statement of Activities 9 Balance Sheet — Governmental Funds 10 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Assets 11 Statement of Revenues, Expenditures, and Changes in Fund Balances — Governmental Funds 12 Reconciliation of the Statement of Revenues, Expenditures and Change in Fund Balances — Total Governmental Funds with the Statement of Activities 13 1 2 NOTES TO FINANCIAL STATEMENTS REQUIRED SUPPLEMENTARY INFORMATION Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget and Actual 8 15 37 Vavrinek, Trine, Day & Co., LLP Certified Public Accountants INDEPENDENT AUDITOR'S REPORT Board of Directors Midpeninsula Regional Open Space District Los Altos, California VALUE THE DIFFERENCE We have audited the accompanying financial statements of the governmental activities and each major fund of the Midpeninsula Regional Open Space District as of and for the year ended March 31, 2012 which collectively comprise the District's basic financial statements as listed in the Table of Contents. These financial statements are the responsibility of the management of the District. 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. Those standards require that we plan and perform the audit to obtain reasonable assurance as to 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 respective financial position of the governmental activities and each major fund of the Midpeninsula Regional Open Space District as of March 31, 2012, and the respective changes in the financial position thereof for the year then ended in conformity with generally accepted accounting principles in the United States of America. Accounting principles generally accepted in the United States of America require that the management discussion and analysis and the budgetary comparison information as listed in the table of contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Government Auditing 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. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquires of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.r Pay n Uavfinc , l;1in , Pay z (o. L _P Palo Alto, California June 28, 2012 1 260 Sheridan Avenue, Suite 440 Palo Alto, CA 94306 Tel: 650.462.0400 Fax: 650.462.0500 www.vtdcpa.com FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • RIVERSIDE • SACRAMENTO This page left blank intentionally. MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 This section of the Midpeninsula Regional Open Space District's (the District) basic financial statements presents a narrative overview and analysis of the District's financial activities for the fiscal year ended March 31, 2012. We encourage readers to consider the information presented here in conjunction with our basic financial statements. FINANCIAL HIGHLIGHTS Property tax revenue growth resumed in fiscal 2012. Reported tax revenue increased by $1.5 million, or 5.4%. The District recorded tax revenue growth above the rate of increase in assessed valuation, 1.5%, due to the resumption of supplemental (SB813) tax allocations by Santa Clara County and a change in the method of computing the year-end tax accrual. District tax revenue growth never exactly matches the rate of increase in assessed valuation because the District's hybrid fiscal year spans two tax years. The District received 65% of its tax revenue from Santa Clara County and 35% from San Mateo County. Property tax revenue decreased by 1.3% in fiscal 2011, as assessed valuation declined for the only time in the District's existence. The District added $24.0 million of land and associated structures in fiscal 2012, the third most in District history. The largest acquisition, the $10.9 million Hawthorns property in Portola Valley, was a gift from the owner. Accompanying this gift was a $2.0 million endowment to manage the property. The second largest acquisition, the $3.6 million Madonna Creek Ranch, was funded by a $3.0 million gift from the Peninsula Open Space Trust (POST) and a $500,000 grant from the Habitat Conservation Fund. The District completed two other large acquisitions from POST in fiscal 2012 the $3.6 million October Farm property and a $3.1 million addition to the Russian Ridge Preserve. The District received a $500,000 grant from the Coastal Conservancy to partially fund the latter purchase. Net of grants and gifts, the District used $9.1 million of cash for land purchases in fiscal 2012, up slightly from $8.8 million in fiscal 2011. The District added $10.0 million and $17.5 million of land and associated structures in fiscal 2011 and 2010, respectively. District expenditures were again within the annual budget. Excluding land acquisition transactions and debt service, total District spending, $17.2 million, was $1.8 million, or 9.4%, below budget and up 11.4% over fiscal 2011. The largest factor in the budget variance was the re -scheduling of the next phase of the multi -year Mt. Umunhum project into fiscal 2013. In fiscal 2012, salaries and benefits increased by 2.2%, services and supplies expenses grew by 2.7% and non -land capital spending rose by 81.3%. The large capital spending increase was due to completing the long -planned radio system upgrade and the fact that several capital projects were deferred from fiscal 2011 to fiscal 2012 because of the shortfall in fiscal 2011 tax revenue. Employee benefit costs increased by 7.5% and were a record high 40.9% of salary expenses, compared to 37.8% in fiscal 2011 and 36.3% in fiscal 2010. Salary expense increased by only 0.2% in fiscal 2012, due to a large number of un-filled positions during the first half of the year and suspension of any cost -of -living adjustments for all employees during fiscal 2012. The District completed two sales of long-term bonds and notes. In May 2011, the District Financing Authority sold $20.5 million of thirty-year bonds. These 2011 Revenue Bonds, structured as a lease and rated AA by Fitch and AA- by Standard & Poor's, were sold at a total interest cost of 5.60%. The net proceeds to the District, $20 million, were used to purchase additional open space lands; the project was completed in December 2011. In January 2012, the District sold $31.3 million of 2012 Refunding Promissory Notes at a total interest cost of 5.08%. These thirty-year notes, rated AA+ by Fitch and AA 2 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 by Standard & Poor's, pre -paid all of the Financing Authority's outstanding 1999 Revenue Bonds. Due to this refunding, total District debt service payments, over the next sixteen fiscal years, were reduced by $26.6 million. After these two debt transactions and scheduled principal repayments, the District's total long-term debt obligations increased by $17.5 million in fiscal 2012. The assets of the District exceeded liabilities at the close of the 2012 fiscal year by $289.7 million (net assets). Of this amount, $245.4 million is invested in capital assets, net of related debt, $1.6 million is restricted by the terms of existing District debt, and the remaining $42.7 million is unrestricted. About 21% of the unrestricted balance is projected to be used for land acquisition in fiscal 2013 as the approved budget for fiscal 2013 forecasts land purchases totaling $12.1 million, or $9.0 million net of associated grant and gift income. Another $2.0 million of the unrestricted balance is an endowment to provide stewardship to the new Hawthorns property. The District's total net assets increased by $23.6 million in fiscal 2012, as general and program revenues exceeded program expenditures. Program expenditures were within budget. OVERVIEW OF THE FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the District's basic financial statements. The District's basic financial statements consist of three components: (1) government -wide financial statements; (2) fund financial statements and (3) notes to the basic financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. 3 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 Statement of Net Assets Presented below is a condensed statement of net assets for the past two years: Years ended: March 31, 2012 March 31, 2011 Increase (Decrease) Assets Current assets $ 48,018,249 $ 30,749,199 $ 17,269,050 Retiree Health Trust 1,334,306 1,513,561 (179,255) Capital assets 385,932,042 359,566,233 26,365,809 Total assets 435,284,597 391,828,993 43,455,604 Liabilities Accounts payable and other liabilities Long-term debt Total liabilities 3,910,849 2,713,472 141,674, 304 123,019, 978 145,585,153 1,197,377 18,654,326 125,733,450 19, 851,703 Net Assets Invested in capital assets, net of related debt 245,393,422 236,546,255 8,847,167 Restricted 1,567,913 1,407,548 160,365 Unrestricted 42,738,109 28,141,740 14,596,369 Total net assets $ 289,699,444 $ 266,095,543 $ 23,603,901 Analysis of Net Assets The District's assets at the close of this fiscal year are $289.7 million more than its liabilities. This is the result of the District's inventory of capital assets. The net investment in capital assets, $245.4 million, consists primarily of the District's over 60,000 acres of land in 26 open space preserves protected for public enjoyment. The investment in capital assets is offset by long-term debt obligations on promissory notes and lease revenue bonds. The net assets subject to external restrictions are composed of $1.6 million for debt service. Unrestricted net assets are used to finance additional capital projects. The District's budget for fiscal year 2013 includes $9.0 million for land acquisitions, net of related grant and gift income. 4 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 Changes in Net Assets Presented below is an analysis of the District's revenues and expenses over the past two years: Revenues Program revenue Changes for services Grants and contributions Land donation General revenue General property tax Investment income Other Total Revenues Expenses Change in net assets Analysis of Change in Net Assets March 31, 2012 March 31, 2011 $ 1,319,580 1,452,738 13,927,600 28,737,153 374,544 393,542 46,205,157 22,601,256 $ 23,603,901 $ 1,241,465 1,392,868 27,268,652 191,515 430,168 30,524,668 21,388,582 $ 9,136,086 Increase $ 78,115 59,870 13,927,600 1,468,501 183,029 (36,626) 15,680,489 1,212,674 $ 14,467,815 % Increase 6.3 4.3 100.0 5.4 95.6 (8.5) 51.4 5.7 158.4 For the year ended March 31, 2012, the District's net assets increased by $23.6 million. Salaries and benefits represented 49% of expenses compared to 52% in fiscal 2011. Salaries and benefits increased 2.2% over the prior fiscal year. Services and supply expenses grew by 2.7%. Program revenues include rental income, grants, gifts of land, cash donations and park management fees from Santa Clara County. The District received gifts of land totaling $13.9 million in fiscal 2012, including the Hawthorns property in Portola Valley, appraised at $10.9, million and $3.0 million from POST. Grant income is mostly tied to acquisitions of specific parcels of land. The District received a total of $1.0 million of land acquisition grants in fiscal 2012, $500,000 each from the California Coastal Conservancy and the Habitat Conservation Fund. Given the state budget crisis, state grant funds for land acquisition were scarce in fiscal 2011, with no land acquisition -related grant income obtained. Rental income increased by 7.4% due to acquisitions of land containing additional rental properties. Tax revenue increased by 5.4% in fiscal 2012 compared to a decline of 1.3% in fiscal 2011. Reported tax revenue increased by 3.6% and 8.8% from Santa Clara County and San Mateo County, respectively. The increase from Santa Clara County was due to increased assessed valuation and the resumption of allocation of supplemental (5B813) taxes, which were suspended from July 2010 through March 2011. Assessed valuations also increased in the San Mateo County portion of the District, but the unusually high growth rate in fiscal 2012 was due to a change in the method of computing the year-end tax accrual. 5 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 GENERAL FUND The General Fund balance sheet includes all District accounts except for debt and capital assets. At March 31, 2012, the General Fund had a fund balance of $41.8 million, up $14.9 million from the prior year-end. This increase was the result of completing the sale of 2011 Revenue Bonds and the establishment of the $2.0 million Hawthorns endowment fund. Except for the endowment fund, all of this fund balance is unreserved and designated for future capital projects, including $9.0 million budgeted for land purchases in fiscal year 2013, net of associated grant and gift funding. DEBT SERVICE FUND The only asset in the Debt Service Fund, $1.6 million, is a reserve fund required by the terms of the District's 2004 Revenue Bonds. The funds are held by the bond trustee and will be used to make the final debt service payment on this issue. The District receives the interest earned on this reserve fund, and this is shown on the Statement of Revenues, Expenditures and Changes in Fund Balance --Governmental Funds. Total debt service in fiscal year 2012 was $9.81 million, consisting of $5.36 million of principal and $4.46 million of interest. CAPITAL ASSETS As of March 31, 2012, the District's investment in capital assets is $385.9 million, net of accumulated depreciation. The District added $23.1 million of land in fiscal year 2012, representing 88% of the total increase in capital assets, and has committed $4.8 million of its fund balance for various uncompleted capital projects included in construction in progress. Additional information on the District's capital assets can be found in Note 4 in the Notes to the Basic Financial Statements. LONG-TERM DEBT The District completed two sales of long-term bonds and notes in fiscal 2012. In May 2011, the District Financing Authority sold $20.5 million of thirty-year bonds. In January 2012, the District sold $31.3 million of thirty-year notes and pre -paid the Authority's outstanding 1999 Revenue Bonds. As of March 31, 2012, the District's long-term debt includes $2.5 million of subordinated notes issued to sellers in District land purchase transactions, $102.7 million of Authority revenue bonds sold to the public in 2004, 2007 and 2011, $19.0 million of District refunding promissory notes sold to the public in 2005 and 2012, and $16.4 million of accreted interest, unamortized premium and unamortized loss on refunding. The 2004 and 2007 Authority bonds and 2005 Refunding notes were originally rated AAA by Moody's and Standard & Poor's based on municipal bond insurance policies purchased from Ambac Assurance Corporation and MBIA. Due to substantial losses from mortgage -related risk exposures, these insurance companies no longer carry investment grade credit ratings. The District's current stand-alone credit rating on promissory notes is AA+ from Fitch and AA from Standard & Poor's. Additional information on the District's long-term obligations can be found in Note 6 in the Notes to the Basic Financial Statements. BUDGETARY PERFORMANCE The Budgetary Comparison Schedule —General Fund shows how the District financial results compared to the original budget adopted in March 2011 and the final budget adjusted in November 2011. 6 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT MANAGEMENT'S DISCUSSION AND ANALYSIS MARCH 31, 2012 Due principally to the large amount of unbudgeted gifts of land, total District revenue in fiscal 2012 exceeded budget by $15.0 million, or 48%. Gifts of land, $13.9 million, generated 93% of the variance. Tax revenue was 4.0% above budget, due to larger than planned current secured property taxes from San Mateo County. Grant, interest, rental and other income was 2.5% under budget. Excluding land acquisition transactions and debt service, total District spending, $17.2 million, was $1.8 million, or 9.4%, below the final budget. The largest factor in the budget variance was the re -scheduling of the next phase of the multi -year Mt. Umunhum project into fiscal 2013. Salaries and benefits were $0.1 million, or 0.7%, below budget, services and supplies cost $0.4 million, or 13.4%, less than budget, non -land capital spending was $1.2 million, or 28.9%, under budget, and land acquisition support expenses were $0.1 million, or 22.4% under budget. This overall operating budget performance, 91% of budget, was within the normal range of recent years (82% to 94% of budget). ECONOMIC FACTORS AND NEXT YEAR'S BUDGET The Board of Directors adopted the District's budget for fiscal year 2013 on March 28, 2012. This budget assumes continued slow growth in property tax revenue, between 2 and 3%. The budget projects spending $9.0 million of cash for new land and $3.1 million on other capital projects, net of associated grant and gift income. Debt service requirements are budgeted at $8.9 million, including $1.1 million of new debt service on the $20.5 million 2011 Revenue Bonds and a $1.1 million savings from the prepayment of the 1999 Revenue Bonds, accomplished through the sale of the 2012 Refunding Notes. If all revenues and expenditures occur as budgeted, the District's cash position would decrease by $5.7 million in fiscal year 2013. Since the adoption of the budget, the District learned that it will be receiving approximately $0.2 million of additional revenue in fiscal 2013 from the Redevelopment Property Tax Trust Fund. This amount is expected to increase over time as the liabilities of redevelopment agencies within the District, dissolved as of February 1, 2012, are retired. The District is currently pursuing potential land acquisition projects which would use up all undesignated reserves within three years. ADDITIONAL FINANCIAL INFORMATION This fmancial report is designed to provide a general overview of the District's finances for all those with an interest in the District's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the District Clerk, 330 Distel Circle, Los Altos, CA 94022. 7 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT STATEMENT OF NET ASSETS MARCH 31, 2012 ASSETS Cash and investments (Note 2) Receivables Taxes Interest Deposit Prepaid expense Restricted cash and investments (Note 2) Note receivable (Note 3) Deferred charges Net OPEB Asset (Note 9) Capital assets (Note 4) Nondepreciable Land Construction in progress Depreciable, net of accumulated depreciation Structures and improvements Infrastructure Equipment Vehicles Total assets $ 36,704,351 7,196,493 56,815 996,895 9,359 1,567,913 206,958 1,279,465 1,334,306 368,468,116 4,778,954 7,185, 808 3,339,128 656,934 1,503,102 435,284,597 LIABILITIES Accounts payable 736,274 Accrued liabilities 410,521 Deposits payable 64,535 Deferred revenue 1,971,040 Interest payable 609,648 Compensated absences (Note 5) Due in one year 118,831 Due in more than one year 1,135,684 Long-term debt (Note 6) Due within one year 3,345,519 Due in more than one year 137,193,101 Total liabilities 145,5 85,153 NET ASSETS (Note 11) Invested in capital assets, net of related debt 245,393,422 Restricted for debt service 1,567,913 Unrestricted 42,738,109 Total net assets $ 289,699,444 See accompanying notes to financial statements. 8 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT STATEMENT OF ACTIVITIES FOR THE YEAR ENDED MARCH 31, 2012 Program expenses: General government: Salaries Benefits Directors Services and supplies Depreciation Interest Total program expenses Program revenues: Charges for services Capital grants and operating contributions Land donation Total program revenues Net program expenses $ 7,911,094 3,536,602 28,900 2,835,292 806,221 7,483,147 22,601,256 1,319,580 1,452,738 13,927,600 16,699,918 5,901,338 General revenues: Property tax increment 28,737,153 Investment income 374,544 Miscellaneous 393,542 Total general revenues 29,505,239 Changes in net assets 23,603,901 Net assets - beginning of the year 266,095,543 Net assets - end of the year $ 289,699,444 See accompanying notes to financial statements. 9 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT GOVERNMENTAL FUNDS BALANCE SHEET MARCH 31, 2012 Debt Total General Service Governmental Fund Fund Funds ASSETS Cash and investments (Note 2) Receivables Taxes 7,196,493 - 7,196,493 Interest 56,815 - 56,815 Deposit 996,895 - 996,895 Prepaid expense 9,359 - 9,359 Restricted cash and investments (Note 2) - 1,567,913 1,567,913 Note receivable (Note 3) 206,958 - 206,958 Total Assets $ 45,170,871 $ 1,567,913 $ 46,738,784 LIABILITIES $ 36,704,351 $ - $ 36,704,351 Accounts payable Accrued liabilities Deposits payable Deferred revenue (Note 3) Total liabilities FUND BALANCES Restricted Debt service Unassigned Total fund balance $ 736,274 $ 410,521 64,535 2,177,998 3,389,328 - $ 736,274 410,521 64,535 2,177,998 3,389,328 1,567,913 41,781,543 41,781,543 1,567,913 1,567,913 41,781,543 43,349,456 TOTAL LIABILITIES AND FUND BALANCE $ 45,170,871 $ 1,567,913 $ 46,738,784 See accompanying notes to financial statements. 10 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT RECONCILIATION OF THE GOVERNMENTAL FUNDS - BALANCE SHEET WITH THE STATEMENT OF NET ASSETS MARCH 31, 2012 Total fund balances reported on the governmental funds balance sheet Amounts reported for Governmental Activities in the Statement of Net Assets are different from those reported in the Governmental funds above because of the following: CAPITAL ASSETS Capital assets used in Governmental Activities are not current assets or financial resources and therefore are not reported in the Governmental funds. NOTES RECEIVABLE Notes receivables are not available to pay for current period expenditures and, therefore, are deferred on the modified accrual basis in the balance sheet of the Governmental funds DEFERRED CHARGES Bond issuance costs are expended in the Governmental funds when paid, however, they are capitalized and amortized over the life of the corresponding bonds for purposes of the Statement of Net Assets LONG-TERM LIABILITIES The liabilities below are not due and payable in the current period and therefore are not reported in the Governmental funds: Long-term debt Accrued interest payable Compensated absences NET OPEB ASSET $ 43,349,456 385,932,042 206,958 1,279,465 (140,538,620) (609,648) (1,254,515) Net OPEB Asset is not available to pay for current period expenditures and, therefore, is not recognized in the Governmental funds but deferred on the Statement of Net Assets 1,334,306 NET ASSETS OF GOVERNMENTAL ACTIVITIES See accompanying notes to financial statements. 11 $ 289,699,444 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT GOVERNMENTAL FUNDS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES FOR THE YEAR ENDED MARCH 31, 2012 REVENUES Property tax Grant income Investment income Property management (Note 7) Other income Land donation Total Revenues EXPENDITURES Current Salaries Benefits Directors Services and supplies Capital outlay New land purchases Land acquisition support costs Structures and improvements Equipment Vehicles Debt service Principal Interest and fiscal charges Total Expenditures EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES OTHER FINANCING SOURCES (USES): Other Sources Transfers in Transfers out Total Other Financing Sources (Uses) NET CHANGE IN FUND BALANCES Fund Balance at beginning of year Fund Balance at end of year General Fund Debt Service Fund Total $ 28,737,153 $ 1,452,738 229,136 1,319,580 240,203 13,927,600 145,408 45,906,410 145,408 - $ 28,737,153 1,452,738 374,544 1,319,580 240,203 13,927,600 46,051,818 7,911,094 3,238,516 28,900 2,817,329 23,996,584 197,646 1,397,807 1,387,533 210,423 4,456,684 5,355,160 9,811,844 7,911,094 3,238,516 28,900 2,817,329 23,996,584 197,646 1,397,807 1,387,533 210,423 4,456,684 5,355,160 41,185,832 50,997,676 4,720,578 (9,666,436) (4,945,858) 20,000,000 9,826,801 (9,826,801) 10,173,199 9,826,801 14,893,777 160,365 26,887,766 1,407,548 20,000,000 9,826,801 (9,826,801) 20,000,000 15,054,142 28,295,314 $ 41,781,543 $ 1,567,913 $ 43,349,456 See accompanying notes to financial statements. 12 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - TOTAL GOVERNMENTAL FUNDS WITH THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED MARCH 31, 2012 The schedule below reconciles the net changes in fund balances reported on the Governmental funds Statements of Revenues, Expenditures and Changes in Fund Balance, which measures only changes in current assets and current liabilities on the modified accrual basis, with the change in net assets of Governmental Activities reported in the Statement of Activities, which is prepared on the full accrual basis. Net change in fund balances - total Governmental funds $ 15,054,142 Amounts reported for governmental activities in the Statement of Activities are different because of the following: CAPITAL ASSET TRANSACTIONS Governmental finds report capital outlays as expenditures. However, in the Statement of Activities the cost of those assets is capitalized and allocated over their estimated useful lives and reported as depreciation expense. The capital outlay expenditures are therefore added back to fund balance Depreciation expense is deducted from the fund balance (806,221) Loss on disposal of capital assets is expensed on the statement of activities, but does not impact the Governmental funds. Payment of principal of general obligation bonds is an expenditure in the governmental funds, but it reduces long-term liabilities in the statement of net assets and does not affect the statement of activities. Bond issuance cost is recorded as an expenditure in the governmental funds but is capitalized on the statement of net assets and is amortized over the life of the bonds in the statement of activities. Proceeds received from sale of bonds is a revenue source in the governmental funds, but it increases long-term obligations in the statement of net assets and does not affect the statement of activities. Bond premium is a revenue source in the statement of activities, but is not recorded in the governmental fund. Loss on refunding is reported in the government -wide statement of net assets, but is not recorded in the governmental funds. 27,189,974 (17,944) 32,897,249 278,683 (31,264,707) (2,309,639) 398,414 See accompanying notes to financial statements. 13 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES — TOTAL GOVERNMENTAL FUNDS WITH THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED MARCH 31, 2012 NOTES RECEIVABLE Repayment of notes receivable is reported as revenue in Governmental funds, and thus, has the effect of increasing fund balance because current financial resources have been received. However, the loan payments reduce the receivables in the statement of net assets and do not generate revenue in the statement of activities. Proceed from the 2012 notes were used to retire the existing 1999 bond. These proceeds are recorded as a revenue in the Governmental funds. On the statement of net assets these proceeds are recorded as long-term debt and do not impact the statement of activities. Discount and issuance costs are recorded as an expenditure in the Governmental fund on the statement of net assets, but are capitalized on the statement of net assets and do not impact the statement of activities. LONG-TERM DEBT PROCEEDS AND PAYMENTS Repayment of bond principal is an expenditure in the Governmental funds, but in the Statement of Net Assets the repayment reduces long-teini liabilities. Accreted Interest on capital appreciation bonds (1,528,967) Repayment of debt principal 4,456,684 Change in accrued interest payable (175,680) Amortization of bond premium 163,573 Amortization of loss on refunding (339,194) Amortization of deferred amounts (84,146) ACCRUAL OF NON -CURRENT ITEMS The amounts below included in the Statement of Activities do not provide or (require) the use of current financial resources and therefore are not reported as revenue or expenditures in Governmental funds (net change): Compensated absences (118,831) Net OPEB Asset (179,255) CHANGE IN NET ASSETS OF GOVERNMENTAL ACTIVITIES $ 23,603,901 (10,234) (20,500,000) See accompanying notes to financial statements. 14 500,000 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General The Midpeninsula Regional Open Space District (the District) was formed in 1972 to acquire and preserve public open space land in northern and western portions of Santa Clara County. In June 1976, the southern and eastern portions of San Mateo County were annexed to the District. The District annexed a small portion of the northern tip of Santa Cruz County in 1992. In September 2004, the District completed the Coastside Protection Program, which extended the District boundaries to the Pacific Ocean in San Mateo County, from the southern borders of Pacifica to the San Mateo/Santa Cruz County line. Reporting Entity As required by generally accepted accounting principles, these basic financial statements present the Midpeninsula Regional Open Space District and its component unit. The component unit discussed in the following paragraph is included in the District's reporting entity because of the significance of their operational or financial relationships with the District. Blended Component Unit. The District and the County of Santa Clara entered into a joint exercise of powers agreement dated May 1, 1996, creating the Midpeninsula Regional Open Space District Financing Authority (the Authority), pursuant to the California Government Code. The District is financially accountable for the Authority, as it appoints a voting majority of the governing board; is able to impose its will in the Authority; and the Authority provides specific financial benefits to, and imposes specific financial burdens on, the District. The Authority was formed for the sole purpose of providing financing assistance to the District to fund the acquisition of land to preserve and use as open space. As such, the Authority is an integral part of the District, and accordingly, all of the Authority's activity is blended within the accompanying debt service fund. Basis of Presentation The District's Basic Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America. The Government Accounting Standards Board is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities in the United States of America. These Statements require that the financial statements described below be presented. Government -wide Statements. The Statement of Net Assets and the Statement of Activities display information about the primary government (the District) and its component unit. These statements include the financial activities of the overall District government. Eliminations have been made to minimize the double counting of internal activities. Governmental activities generally are financed through taxes, intergovernmental revenues, and other nonexchange transactions. The Statement of Activities presents a comparison between direct expenses and program revenues for each function of the District's governmental activities. Direct expenses are those that are specifically associated with a program or function and, therefore, are clearly identifiable to a particular function. Program revenues include (a) charges paid by the recipients of goods or services offered by the programs, (b) grants and contributions that are restricted to meeting the operational needs of a particular program and (c) fees, grants 15 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 and contributions that are restricted to financing the acquisition or construction of capital assets. Revenues that are not classified as program revenues, including all taxes, are presented as general revenues. Fund Financial Statements. The fund financial statements provide information about the District's funds, including blended component units. The emphasis of fund financial statements is on major individual governmental funds, each of which is displayed in a separate column. Major Funds Major funds are defined as funds that have either assets, liabilities, revenues or expenditures/expenses equal to ten percent of their fund -type total and five percent of the grand total. The General Fund is always a major fund. The District may also select other funds it believes should be presented as major funds. The District reported all of its funds as major governmental funds in the accompanying financial statements: General Fund. The General Fund is the general operating fund of the District. It is used to account for all financial resources. The major revenue sources for this Fund are property taxes, grant revenues and interest income. Expenditures are made for public safety and other operating expenditures. Debt Service Fund. The Debt Service Fund is used to account for accumulation of resources for, and the payment of long-term debt principal, interest and related costs. Resources are provided by General Fund transfers and interest income on unspent funds. Basis of Accounting The government -wide financial statements are reported using the economic resources measurement focus and the full accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place. Governmental funds are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under this method, revenues are recognized when measurable and available. The District considers all revenues reported in the governmental funds to be available if the revenues are collected within sixty days after year—end. Expenditures are recorded when the related fund liability is incurred, except for principal and interest on long -team debt, claims and judgments, and compensated absences, which are recognized as expenditures to the extent they have matured. Governmental capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of governmental long-term debt and acquisitions under capital leases are reported as other financing sources. Non -exchange transactions, in which the District gives or receives value without directly receiving or giving equal value in exchange, include taxes, grants, entitlements, and donations. On the accrual basis, revenue from taxes is recognized in the fiscal year for which the taxes are levied or assessed. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied. The District may fund programs with a combination of cost -reimbursement grants and general revenues. Thus, both restricted and unrestricted net assets may be available to finance program expenditures. The District's policy is to first apply restricted grant resources to such programs, followed by general revenues, if necessary. 16 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Budgets and Budgetary Accounting The District's Board of Directors adopts an annual operating budget for the District as a whole, which includes both its General and Debt Service Funds on or before March 31, for the ensuing fiscal year. The Board of Directors may amend the budget by resolution during the fiscal year. The legal level of control, the level at which expenditures may not legally exceed the budget, is at the category level. Use of Estimates The preparation of basic financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Compensated Absences The total amount of liability for compensated absences is reflected in the basic financial statements. See Note 5 for additional information regarding compensated absences. Cash and Cash Equivalents For purposes of the statement of cash flows the District defines cash and cash equivalents to include all cash and temporary investments with original maturities of three months or less from the date of acquisition. Property Taxes Property taxes are levied by Santa Clara and San Mateo Counties and a portion is distributed to the District. The District recognizes property taxes as revenue in the fiscal year of levy. Debt Discount and Issuance Costs Debt discount, premiums, and issuance costs are capitalized as an offset to long-term debt and amortized using the straight line method over the life of the related debt. Issuance costs for the District's tax-exempt commercial paper short-term borrowings are expensed as incurred. NOTE 2 — CASH AND INVESTMENTS Policies The District and its fiscal agents invest in individual investments and in investment pools. Individual investments are evidenced by specific identifiable pieces of paper called securities instruments, or by an electronic entry registering the owner in the records of the institution issuing the security, called the book entry system. In order to maximize security, the District employs the Trust Department of a bank as the custodian of all District managed investments, regardless of their form. California Law requires banks and savings and loan institutions to pledge government securities with a market value of 110% of the District's cash on deposit for first trust deed mortgage notes with a value of 150% of the District's cash on deposit as collateral for these deposits. Under California Law this collateral is held in an 17 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 investment pool by an independent financial institution in the District's name and places the District ahead of general creditors of the institution pledging the collateral. The District's investments are carried at fair value, as required by generally accepted accounting principles. The District adjusts the carrying value of its investments to reflect their fair value at each fiscal year end, and it includes the effects of these adjustments in income for that fiscal year. In the District's case, fair value equals fair market value, since all District's investments are readily marketable. Classification Cash and investments as of March 31, 2012, are classified in the financial statements as shown below, based on whether or not their use is restricted. Cash and cash equivalents, available for District operation Restricted cash and investments Total Cash and Investments The District's cash and investments consist of the following at March 31, 2012: $ 36,704,351 1,567,913 $ 38,272,264 Cash in bank $ 35,128 Deposits 2,333,414 Investments 35,903,722 Total Cash and Investments $ 38,272,264 18 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Investments Authorized by the California Government Code and the District's Investment Policy The District's Investment Policy and the California Government Code allow the District to invest in the following, provided the credit ratings of the issuers are acceptable to the District and approved percentages and maturities are not exceeded. The table below also identifies certain provisions of the California Government Code or the District's Investment Policy where it is more restrictive: Maximum Minimum Maximum Maximum Remaining Credit Percentage Investment Authorized Investment Type Maturity Quality of Portfolio In One Issuer US Treasury Obligations 5 years N/A No Limit No Limit US Agency Securities 5 years N/A No Limit No Limit California Local Agency Investment Fund Upon Demand N/A $40 million per account Negotiable Certificates of Deposit 5 years N/A 30% No Limit Bankers Acceptances 180 days N/A 40% 30% Commercial Paper 270 days A 25% 10% Repurchase Agreements 1 year N/A No Limit No Limit Reverse Repurchase Agreements 92 days N/A 20% No Limit Medium Term Notes 5 years A 30% No Limit Money Market and Mutual Funds N/A Highest Category 20% 10% Investments Authorized by Debt Agreements The District must maintain required amounts of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are used if the District fails to meet its obligations under these debt issues. 19 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Normally, the longer the maturity of an investment, the greater the sensitivity of its fair value changes in market interest rates. The District generally manages its interest rate risk by holding investments to maturity. Information about the sensitivity of the fair values of the District's investments (including investments held by bond trustees) to market interest rate fluctuations is provided by the following table that shows the distribution of the District's investments by maturity or earliest call date: 12 Months More than Investment Type or less 12 Months Total Held by District California Local Agency Investment Fund $ 12,268,808 $ - $ 12,268,808 Santa Clara County Pool 22,067,001 - 22,067,001 Held by Trustees US Federal Agency Securities - 1,565,938 1,565,938 Money Market Mutual Funds 1,975 - 1,975 Total Investments $ 34,337,784 $ 1,565,938 $ 35,903,722 The District is a participant in the Local Agency Investment Fund (LAIF) that is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. The District reports its investment in LAIF at the fair value amount provided by LAIF, which is the same as the value of the pool share. The balance is available for withdrawal on demand, and is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. Included in LAIF's investment portfolio are collateralized mortgage obligations, mortgage -backed securities, other asset -backed securities, loans to certain state funds, and floating rate securities issued by federal agencies, government -sponsored enterprises, United States Treasury Notes and Bills, and corporations. At March 31, 2012, these investments had an average maturity date of less than one year. The fair value of the District's investment in the pool is reported at amounts based on the District's pro -rata share of the fair value provided by the County Treasurer for the entire portfolio (in relation to the amortized cost of the portfolio). The balance available for withdrawal is based on the accounting records maintained by the County Treasurer, which is recorded on the amortized costs basis. Santa Clara County Pool funds were available for withdrawal on demand and had an average maturity date of less than one year. 20 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Credit Risk Credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Presented below is the actual rating as of March 31, 2012, for each investment type as provided by Moody's investment rating system. Investment Type Held by Trustees US Federal Agency Securities Money Market Mutual Funds California Local Agency Investment Fund Santa Clara County Pool Total Investments Concentration Risk Not Rated Aaa $ - $ 1,565,938 1,975 12,268,808 22,067,001 $ 34,335,809 Total $ 1,565,938 1,975 12,268,808 22,067,001 $ 1,567,913 $ 35,903,722 The District was not exposed to concentration of credit risk because it had no investments in any one issuer that exceeded 5% of its total investment portfolio. Restricted Cash and Investments The District has the following restrictions on cash and investments: Restricted for Debt Service. The District has moneys held by Bank of New York as trustee, pledged to the payment or security of its outstanding bond issues. All transactions associated with debt serve are administered by the Bank. The cash and investment amounts were $1,567,913 as of March 31, 2012. NOTE 3 — NOTES RECEIVABLE On December 17, 1997, the District sold the title to and possession of a 50 -year fee determinable estate 10 -acre parcel near the Skyline Ridge Open Space Preserve. The District fmanced the purchase in the amount of $288,800 over 25 years at a rate of 10% per annum. Monthly principal and interest payments of $2,634 are due on the ls` of each month and late if not paid by the 10"', with the final payment scheduled December 1, 2022. The outstanding balance at March 31, 2012 was $206,958. On November 10, 2011, the District received the gift of the 79 acre Hawthorns property, in Portola Valley, California, and an endowment of $2,018,445 to manage the property in perpetuity. The outstanding balance of the endowment liability was $1,971,040 as of March 31, 2012. 21 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 NOTE 4 — CAPITAL ASSETS Capital assets are recorded at the time of purchase and are capitalized at cost. The District capitalizes as part of the asset cost, any significant interest incurred during the construction phase of the asset. Depreciation is provided using the straight-line method for assets other than land. Estimated useful lives are as follows: Structures and improvements 10 to 30 years Infrastructure 30 to 40 years Equipment 5 to 20 years Vehicles 10 to 20 years Changes in capital assets accounts are summarized below: Balance at Additions & Retirements & Balance at March 31, 2011 Transfers Transfers March 31, 2012 Capital assets not being depreciated Land $ 345,388,885 $ 24,194,231 $ (1,115,000) $ 368,468,116 Construction in progress 2,800,845 2,607,339 (629,230) 4,778,954 Total capital assets not being depreciated 348,189,730 26,801,570 (1,744,230) 373,247,070 Capital assets being depreciated Structure and improvements 12,861,738 1,240,930 - 14,102,668 Infrastructure 3,899,901 503,282 - 4,403,183 Equipment 1,302,609 - 1,302,609 Vehicles 2,466,492 388,422 (163,123) 2,691,791 Total capital assets being depreciated 20,530,740 2,132,634 (163,123) 22,500,251 Less accumulated depreciation for Structure and improvements 6,505,526 411,333 6,916,859 Infrastructure 941,421 122,634 - 1,064,055 Equipment 564,758 80,918 - 645,676 Vehicles 1,142,532 191,336 (145,179) 1,188,689 Total accumulated depreciation 9,154,237 806,221 (145,179) 9,815,279 Net cap al assets being depreciated 11,376,503 1,326,413 (17,944) 12,684,972 Total capital assets, net $ 359,566,233 $ 28,127,983 $ (1,762,174) $ 385,932,042 Construction in progress represents construction of structure, equipment and improvements and infrastructure not yet placed in service at March 31, 2012. 22 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 At March 31, 2012, the District had made commitments of approximately $9,564,353 for construction work, legal and consulting fees, and purchases of supplies and equipment. NOTE 5 — ACCURED COMPENSATED ABSENCES In accordance with the District's memorandum of understanding with various employee groups, employees accrue fifteen days of vacation during the first nine years of service, twenty days between service years 10 and fourteen, twenty-one days between service years fifteen and nineteen, twenty-three days between service years twenty and twenty-four, and twenty-five days after twenty-five years of service. An employee may accumulate vacation time earned to a maximum of two times the amount of his/her annual vacation accrual. Full -rime employees accrue twelve days of sick leave annually from the date of employment. An employee may accumulate sick leave time earned on an unlimited basis. Upon resignation, separation from service, or retirement from District employment, workers in good standing with ten or more years of District employment shall receive a cash payment of the equivalent cash value of accrued sick leave as follows: Years of Employment 10-15 16-20 21 or more Percentage of equivalent cash value of accrued sick leave 20% 25% 30% An employee hired before August 9, 2006, who retires from the District shall receive a cash payment of the percentage of equivalent cash value or accrued sick leave based on years of employment as described above, and apply the remainder of the equivalent cash value toward his/her cost of retiree medical plan premiums and/or other qualified medical expenses. Upon retirement, the amount qualified and designated for retiree medical costs shall be deposited in the Retiree Health Savings (RHS) plan, set up by the District. The cost for maintaining the retiree's RHS account and the annual fee for the reimbursement process of qualified medical expenses will be paid for by the retiree. An employee hired on or after August 9, 2006, who retires from the District may elect to receive only a cash payment of the percentage of equivalent cash value of accrued sick leave based on years of employment as described above. In all cases the equivalent cash value of accrued sick leave will be based on current rate of pay as of the date of separation from District employment. The District accrues for all salary -related items in the government -wide statements for which they are liable to make a payment directly and incrementally associated with payments made for compensated absences on termination. Accrued compensated absences were $1,254,515 as of March 31, 2012. 23 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 The change in compensated absences was as follows: Governmental Activities Beginning Balance, at April 1, 2011 Net change Ending balance, at March 31, 2012 Current Portion NOTE 6 — LONG-TERM DEBT Summarized below are the current year's activities for long-term debt: Original Issue Beginning Amount Balance Additions Retirements 1,135,684 118,831 1,254,515 118,831 Amount Ending due within Balance one year Current Interest Promissory Notes Hunt Living Trust Promissory Note 5.00-5.50%, due 4/2/2023 $ 1,500,000 $ 1,500,000 $ - $ - $ 1,500,000 $ Daloia Land Contract Promissory Note 6.25%, due 10/10/2017 240,000 134,529 - 16,683 117,846 17,752 2005 Refunding Promissory Notes 3.25-5.00%, due4/1/2015 4,630,000 3,945,000 - 780,000 3,165,000 810,000 Bergman Note 850,000 850,000 - - 850,000 2012 Promissory Refunding Note 15,790,000 - 15,790,000 - 15,790,000 Unamortized Premium - 2,309,639 163,573 2,146,066 Total promissory notes 23,010,000 6,429,529 18,099,639 960,256 23,568,912 827,752 Current Interest Revenue Bonds 1999 Lease Revenue Bonds 3.70-5.40%, due 4/1/2031 15,775,000 6,950,000 - 6,950,000 - 2004 Revenue Bonds 2.00-5.40%, due 9/1/2034 30,560,000 29,810,000 - 425,000 29,385,000 490,000 2007 Series A Rev Refunding Bonds 4.00-5.00%, due 9/1/2027 52,415,000 52,415,000 - - 52,415,000 1,120,000 2007 Series B -T Taxable Revenue Refunding Bonds, 5.15%, due 9/1/2012 6,785,000 2,155,000 - 1,750,000 405,000 405,000 2011 Lease Revenue Bond 20,500,000 - 20,500,000 - 20,500,000 - Unamortized Premium NA 606,841 (237,551) - 369,290 - . Unamortized loss on refunding NA (3,581,582) (398,414) 339,194 (3,640,802) 339,194 Total revenue bonds 105,535,000 88,355,259 19,864,035 9,464,194 99,433,488 2,354,194 Capital Appreciation Bonds and Notes 1999 Revenue Bonds Accretion 13,888,021 26,279,454 1,423,189 27,702,643 2004 Lease Revenue Bonds Accretion 1,340,010 1,955,736 105,779 - 2,061,515 - 2012 Promissory Refunding Notes - - 15,474,707 - 15,474,707 - Total Accretion 15,228,031 28,235,190 17,003,675 27,702,643 17,536,222 - Total debt $ 143,773,031 $ 123,019,978 $ 54,967,349 $ 38,127,093 $ 140,538,622 $ 3,181,946 24 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Promissory Notes Hunt Living Trust Promissory Note. On April 1, 2003, the District entered into a $1,500,000 promissory note with the Hunt Living Trust as part of a lease and management agreement. The note is due in full on April 1, 2023 and bears interest at 5.5% semi-annually through April 1, 2013 and 5.0% per annum until the maturity, or prior redemption, of the note. At March 31, 2012, the outstanding balance on the note was $1,500,000. Daloia Land Purchase Contract Promissory Note. During fiscal year ending 2003 the District entered into a land purchase contract promissory note in the amount of $240,000. The promissory note bears interest at a fixed rate of 6.25% and matures October 10, 2017. At March 31, 2012, the outstanding balance of the Daloia Land Contract note was $117,846. 2005 Refunding Promissory Note. On June 30, 2005, the District issued $4,630,000 of 2005 Refunding Promissory Notes for the purpose of refunding all of its outstanding 1995 Promissory Notes. The 2005 notes bear interest rates from 3.25% to 5.00%. Principal and interest rates are due semi-annually on March 1 and September 1. At March 31, 2012, the outstanding balance was $3,165,000. 2010 Bergman Note. On Nov 30, 2010, the District issued a promissory note with Principal of $850,000 and interest of 4% to finance the purchase of land. Interest and principal are due on a quarterly basis beginning February 28th, 2011 and mature on November 30, 2015. At March 31, 2012, the outstanding balance was $850,000. 2012 Refunding Promissory Notes. On January 19. 2012, the District advance refunded $34,652,643 in 1999 lease revenue bonds by issuing $31,264,707 in promissory notes. The 2002 notes bear interest rates ranging from 2.00% to 6.04%. The notes are a blend of current interest and capital appreciation notes maturing through 2042 fiscal year. The net proceeds of $33,295,663 (after payment of $278,683 million in underwriting fees, insurance, and other issuance costs and a premium of $2,309,638) were used to purchase U.S government securities. Those securities were deposited in an irrevocable trust with an escrow agent to provide for all future debt service payments on the 1999 Series bonds. As a result, the 1999 Series bonds are considered to be defeased and the liability for those bonds has been removed from the long-term debt in the financial statements. Although the advance refunding resulted in the recognition of an accounting loss of $398,414 for the year ended March 31, 2012, the District in effect reduced its aggregate debt service payments by $26,590,972 over the first sixteen years of the debt. Revenue Bonds 1999 Lease Revenue Bonds. On January 20, 1999 the Authority, on behalf of the District, issued $29,663,021 of 1999 Lease Revenue Bonds for the purpose of acquiring land to preserve and use as open space, purchase a reserve fund surety policy, and pay bond issue costs. These bonds were advance refunded by the 2012 promissory notes as described above. 2004 Revenue Bonds. On January 20, 2004, the Authority on behalf of the District, issued $31,900,010 of 2004 Revenue Bonds for the purpose of acquiring land to preserve and use as open space, repay a portion of a 1995 Promissory Note, purchase a reserve fund surety policy, and pay bond issue costs. The bonds consist of Current Interest and Capital Appreciation Bonds. The Current Interest Bonds bear interest at 2.0% to 5.4% and are due semi-annually on March 1 and September 1. The Capital Appreciation Bonds accrete interest at 5.2% to %.4% and compound semi-annually on March 1 and September 1. Principal payments on the Current 25 MIDPENINSHLA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Interest Bonds are due annually September 1. Principal payments on the Capital Appreciation Bonds are payable at maturity beginning March, 2020. At March 31, 2012, the outstanding balance of these bonds was $31,446,515. 2007 Series A Revenue Refunding Bonds and Series B -T Taxable Revenue Refunding Bonds. On December 15, 2006 the District issued six series of promissory notes (2007 District Notes) for the purpose of refunding its 1996 Project Lease, 1996 Promissory Notes, 1999 Project Lease, and 1999 Promissory Notes. On December 15, 2006 the Authority, on behalf of the District, issued $52,415,000 of 2007 Series A Revenue Refunding Bonds and $6,785,000 of 2007 Series B -T Taxable Revenue Refunding Bonds for the purpose of defeasing the aggregate purchase price of the 2007 District Notes. The Series A bonds bear interest from 4.0% to 5.0% and Series B -T bonds bear interest at 5.15%. Interest for both series A and B -T are due semi- annually on March 1 and September 1. Principal payments for the Series A bonds begin September, 2012 and are due annually, thereafter. Principal payments for the Series B -T bonds are due annually on September 1. At March 31, 2012 the outstanding balance of 2007 Series A Bonds is $52,415,000 and the outstanding 2007 Series B -T Bonds is $405,000, and the remaining balance of the defeased debt was $16,233,182. 2011 Revenue Bonds. On May 19, 2011, the Authority, on behalf of the District, issued $20,500,000 of 2011 Revenue Bonds for the purpose of acquiring land to preserve and use as open space and pay bond issue and related costs. The Bonds are not general obligations. Each year, the District will appropriate revenues -mainly limited properly tax collections that Santa Clara County and San Mateo County allocate to the District — to pay its obligations under a Lease Agreement for use and occupancy of District land in addition to other District debt and lease obligations unrelated to this financing. The Current Interest Bonds bear interest at 2.0% to 6.0% and are due semi-annually on March 1 and September 1. Principal payments on the Current Interest Bonds are due annually September 1. At March 31, 2012, the outstanding balance of these bonds was $20,500,000. 26 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Debt Service Requirements Annual debt service requirements are shown below for all long-term debt: For the Year Ending March 31 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033-2036 2037-2041 2042 Total payments due Promissory Notes Principal $ 827,752 1,703,888 1,650,096 1,226,382 387,750 2,068,012 4,660,000 11,051,216 6,965,270 5,409,467 947,720 Remaining Accretion 3,312,750 16,099,085 20,612,183 4,562,280 Interest $ 1,014,008 905,308 831,875 782,314 744,646 3,489,516 2,743,700 795,825 Total $ 1,841,760 2,609,196 2,481,971 2,008,696 1,132,396 5,557,528 7,403,700 15,159,791 23,064,355 26,021,650 5,510,000 $ 92,791,043 36,897,553 $ 44,586,298 $ 11,307,192 Plus: unamortized premiums 2,146,066 Total carrying amount $ 39,043,619 27 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 For the Year Revenue Bonds Accretion to Remaining Ending March 31 Principal Date Accretion Interest Total 2013 $ 2,015,000 $ - $ - $ 5,045,597 $ 7,060,597 2014 1,295,000 - - 4,974,518 6,269,518 2015 1,495,000 - - 4,916,630 6,411,630 2016 3,260,000 - - 4,810,530 8,070,530 2017 3,960,000 4,647,855 8,607,855 2018-2022 22,491,711 142,412 210,877 20,739,009 43,584,009 2023-2027 29,033,251 549,456 1,532,293 15,920,495 47,035,495 2028-2032 18,180,049 29,636 75,315 8,092,647 26,377,647 2033-2037 14,170,000 - - 3,823,501 17,993,501 2038-2042 8,145,000 - - 1,240,163 9385163 Total payment due 104,045,011 $ 721,504 $ 1,818,485 $ 74,210,945 $ 180,795,945 Plus: unamortized premiums 369,290 Minus: unamortized loss on refundings (3,640,803) Total carrying amount $ 100,773,498 28 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Debt Repayment All debt is payable from limited ad valorem property taxes levied on all taxable property within the District. NOTE 7 — RENTAL INCOME The District leases (rents) certain land and structures to others under operating leases with terms generally on a month -to -month basis. Rental income of $1,026,030 was received during the year ended March 31, 2012. NOTE 8 — RETIREMENT PLAN Pension Plan All permanent District employees are eligible to participate in the pension plan offered by California Public Employees Retirement System (CALPERS) an agent multiple employer defined benefit pension plan with acts as a common investment and administrative agent for its participating member employers. CALPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. The District's employees participate in the Miscellaneous (non safety) Employee Plan. Benefit provisions under the Plan are established by State statute and District resolution. Benefits are based on years of credited service, equal to one year of full time employment. Funding contributions for the Plan are determined annually on an actuarial basis as of June 30 by CALPERS; the District must contribute these amounts. The Plans' provisions and benefits in effect at March 31, 2012, are summarized as follows: Miscellaneous Benefit vesting schedule 5 years service Benefit payments Monthly for life Retirement age 50 Monthly benefits, as a % of annual salary 2.0-2.5% Required employee contribution rates 8.0% Required employer contribution rates 15.809% CALPERS determines contribution requirements using a modification of the Entry Age Normal Method. Under this method, the District's total normal benefit cost for each employee from date of hire to date of retirement is expressed as a level percentage of the related total payroll cost. Normal benefit cost under this method is the level amount the District must pay annually to fund an employee's projected retirement benefit. This level percentage of payroll method is used to amortize any unfunded actuarial liabilities. The actuarial assumptions used to compute contribution requirements are also used to compute the actuarial accrued liability. The District does not have a net pension obligation since it pays these actuarially required contributions bi-weekly. CALPERS uses the market related value method of valuing the Plan's assets. An investment rate of return of 7.75% is assumed, including inflation at 3.0%. Annual salary increases are assumed to vary by duration of service. Changes in liability due to plan amendments, changes in actuarial assumptions, or changes in actuarial methods are amortized as a level percentage of payroll on a closed basis over twenty years. Investment gains and losses are accumulated as they are realized and ten percent of the net balance is amortized annually. 29 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 As required by new State law, effective July 1, 2005, the District's Miscellaneous Plan was terminated, and the employees in the plan were required by CALPERS to join new State-wide pools. One of the conditions of entry to these pools was that the District true -up any unfunded liabilities in the former Plans, either by paying cash or by increasing its future contribution rates through a Side Fund offered by CALPERS. The District satisfied its Miscellaneous Plan's unfunded liability of $2,510,958 by agreeing to contribute that amount to the Side Fund through an addition to its normal contribution rates over the next 21 years. The required contributions representing annual pension cost, for the year ended Mar 31 were as follows: Annual Percentage of Net Fiscal Year Pension Cost APC Pension Ending (APC) Contributed Obligation 3/31/2012 $ 1,572,759 100% $ 3/31/2011 1,415,161 100% - 3/31/2010 1,269,386 100% - The latest available actuarial values of the above State-wide pools (which differs from market value) and funding progress were set forth as follows. The information presented below relates to the State-wide pools as a whole, of which the District is one of the participating employers: Actuarial Unfunded Unfunded Annual (Overfunded) Valuation Accrued Value of (Overfunded) Funded Covered Liability as Date Liability Assets Liability Ratio Payroll of Payroll 2009 1,834,424,640 1,493,430,831 340,993,809 81.41% 355,150,151 96.01% Audited annual financial statements are available from CALPERS at PO Box 942709, Sacramento, CA 94229- 2709. NOTE 9 — OTHER POST EMPLOYMENT BENEFITS During fiscal year 2009, the District implemented the provisions of Governmental Accounting Standards Board Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions. This Statement establishes uniform financial reporting standards for employers providing postemployment benefits other than pensions (OPEB). The provisions of this statement are applied prospectively and do affect prior years financial statements. Required disclosures are presented below. The District joined the California Employers' Retiree Benefit Trust (CERBT), an agent multiple -employer plan administered by CALPERS, consisting of an aggregation of single -employer plans. District Board authorized a deposit of $1,900,000 with CERBT on June 5, 2008, to begin funding its OPEB liability-. By Board resolution and through agreements with its labor unit, the District provides certain health care benefits for retired employees (spouse and dependents are not included) under third -party insurance plans. A summary of eligibility and retiree contribution requirements are shown below by bargaining unit: Eligibility - Service or disability retirement from the District - Age 50 and 5 years of service 30 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Benefit Surviving Spouse Continuation Dental, Vision and Life - Continue participation in Public Employees Medical and Hospital Care Act (PEMHCA) District pays retiree premiums up to: $350 per month effective 1/1/2009 - Same benefit continues to surviving spouse None As of March 31, 2012, approximately 94 active employees and 7 retirees were eligible to receive retirement health care benefits. Funding Policy and Actuarial Assumptions The annual required contribution (ARC) was determined as part of a March 31, 2010, actuarial valuation using the entry age normal actuarial cost method. This is a projected benefit cost method, which takes into account those benefits that are expected to be earned in the future as well as those already accrued. The actuarial assumptions included (a) 7.75% investment rate of return, (b) 3.25% projected annual salary increase, and (c) 3.0% health inflation increases. The actuarial methods and assumptions used include techniques that smooth the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Actuarial calculations reflect a long-term perspective and actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to revision at least biannually as results are compared to past expectations and new estimates are made about the future. The District's OPEB unfunded actuarial accrued liability is being amortized as a level percentage of projected payroll using a 30 year open amortization period. In accordance with the District's budget, the ARC is to be funded throughout the year as a percentage of payroll. Concurrent with implementing Statement No. 45, the District Board passed a resolution to participate in the California Employers Retirees Benefit Trust (CERBT), an irrevocable trust established to fund OPEB. CERBT is administrated by CalPERS, and is managed by an appointed board not under the control of the District Board. This Trust is not considered a component unit by the District and has been excluded from these financial statements. Separately issued financial statements for CERBT may be obtained from CALPERS at PO Box 942709, Sacramento, CA 94229-2709. 31 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Funding Progress and Funded Status Generally accepted accounting principles permits contributions to be treated as OPEB assets and deducted from the Actuarial Accrued Liability (AAL) when such contributions are placed in an irrevocable trust or equivalent arrangement. During the fiscal year 2009, the District made contribution in excess of the ARC and amortized its net OPEB obligation as presented below: Annual required contribution Interest on net OPEB asset Adjustment to annual required contribution Annual OPEB cost Net OPEB Asset at March 31, 2011 Net OPEB Asset at March 31, 2012 $ 152,255 (118,000) 145,000 179,255 1,513,561 $ 1,334,306 The Plan's annual required contributions and actual contributions for fiscal years ended March 31, 2010 to 2012 are set forth below: Fiscal Year 3/31/2012 $ 179,255 $ - 0% $ 1,334,306 3/31/2011 153,000 - 0% 1,513,561 3/31/2010 56,439 - 0% 1,666,561 Percentage Annual Actual of Annual Net OPEB OPEB Cost Contribution OPEB Cost Asset The Schedule of Funding Progress presents multi -year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Trend data from the actuarial studies is presented below: Overfunded Overfunded (Underfunded) Entry Age (Underfunded) Actuarial Actuarial Actuarial Actuarial Actuarial Liability as Valuation Value of Accrued Accrued Funded Covered Percentage of Date Assets Liability Liability Ratio Payroll Covered Payroll 3/31/2010 $ 1,894,000 $ 1,500,000 $ 394,000 126.27% $ 5,772,000 6.8% 32 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 NOTE 10 — RISK MANAGEMENT Coverage The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; injuries to employees; and natural disasters. Prior to July I, 2002, the District managed and financed these risks by purchasing commercial insurance. On July 1, 2002, the District joined the California Joint Powers Insurance Authority (CAL JPIA). CAL JPIA is composed of 119 California public entities and is organized under a joint powers agreement pursuant to California Government Code Section 6500 et seq. The purpose of CAL JPIA is to arrange and administer programs for the pooling of self-insurance losses, to purchase excess insurance or reinsurance, and to arrange for group -purchased insurance for property and other coverages. CAL JPIA's pool began covering claims of its members in 1978. Each member government has an elected official as its representative on the Board of Directors. The Board operates through a 9 -member Executive Committee. During the past three fiscal years, none of the programs of protection have had settlements or judgments that exceeded pooled or insured coverage. There have been no significant reductions in pooled or insured liability coverage from coverage in the prior year. Self -Insurance Programs of the CAL JPIA General and Automobile Liability- Each government member pays a primary deposit to cover estimated losses for a fiscal year (claims year). General liability (GL) coverage includes bodily injury, personal injury, or property damage to a third party resulting from a member activity. The GL program also provides automobile liability coverage. Six months after the close of a fiscal year, outstanding claims are valued. A retrospective deposit computation is then made for each open claims year. Costs are spread to members as follows: the first $30,000 to $750,000 are pooled based on member's share of costs under $30,000; costs in excess of $750,000 are shared by the members based upon each individual member's payroll. Costs of covered claims above $5,000,000 are currently paid by reinsurance. The protection for each member is $50,000,000 per occurrence, up to $50,000,000. Worker's Compensation. The District also participates in the Worker's Compensation program administered by CAL JPIA. Pool deposits and retrospective adjustments are valued in a manner similar to the General Liability pool. The District is charged for the first $50,000 of each claim. Costs from $50,000 to $100,000 per claim are pooled based on the member's losses under its retention level. Costs between $100,000 and $2,000,000 per claim are pooled based on payroll. Costs from $2,000,000 to $5,000,000 are paid by excess insurance purchased by CAL JPIA. The excess insurance provides coverage to statutory limits. Purchased Insurance Environmental Insurance. The District participates in the Pollution and Remediation Legal Liability Program, which is available through CAL JPIA. The policy provides coverage for both first and third party damages, including sudden and gradual pollution at or from property, streets, sanitary sewer trunk lines and storm drain outfalls owned by the District. Coverage is on a claims -made basis. There is a $50,000 deductible. CAL JPIA has a limit of $50,000,000 for the 3 -year period from July 1, 2008 through July 1, 2011. Each member of CAL JPIA has a $10,000,000 aggregate limit during the 3 -year policy term. 33 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Property Insurance. The District participates in the All -Risk property program of CAL JPIA which includes all-risk coverage for real and personal property (such as buildings, office furniture, equipment, vehicles, etc). This insurance is underwritten by several insurance companies. Property is currently insured according to a schedule of covered property submitted by the District to CAL JPIA. The All -Risk deductible is $5,000 per occurrence; $1,000 for non -emergency vehicles. Premiums for the coverage are paid annually and are not subject to retroactive adjustments. Boiler & Machinery Insurance. The District participates in the optional coverage for boiler and machinery, which is purchased separately under the property program. Coverage is for physical damage for sudden and accidental breakdown of boilers and machinery, and electrical injury. There is a $5,000 per accident or occurrence deductible; properties on property schedule are covered. Crime Insurance. The District participates in the crime program of CAL JPIA in the amount of $1,000,000 per claim, with a $2,500 per occurrence deductible. Insurance provides coverage for employee dishonesty, failure to faithfully perform duties, forgery, counterfeiting, theft, robbery, burglary, and computer fraud. Premiums are paid annually and are not subject to retroactive adjustments. Special Event Tenant User Liability Insurance. The District participates in the special events program of CAL JPIA which provides liability insurance when District promises are used for special events. The insurance premium is paid by the tenant user to the District according to a schedule. The District then pays the insurance arranged through CAL JPIA. There is no deductible and the District is added as additional insured. Liability limits are purchased in $1 million per occurrence increments. Vendors/contractors program. General liability coverage is provided to vendors/contractors who otherwise could not contract with the District as they could not meet the minimum insurance requirement: $1 million per occurrence, $1 million in aggregate. NOTE 11 — NET ASSETS Net Assets is the excess of all the District's assets over all its liabilities, regardless of fund. Net Assets are divided into three captions under GASB Statement 34. These captions apply only to Net Assets, which is determined only at the District -wide level, and are described below: Invested in Capital Assets, net of related debt describes the portion of Net Assets which is represented by the current net book value of the District's capital assets, less the outstanding balance of any debt issued to finance these assets. Restricted describes the portion of Net Assets which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws, or other restrictions with the District cannot unilaterally alter. Unrestricted describes the portion of Net Assets which is not restricted to use. 34 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT NOTES TO FINANCIAL STATEMENTS MARCH 31, 2012 Contingent Liabilities The District has entered into numerous agreements, has properties that will require environmental remediation, and is named in certain claims and litigations. In the opinion of management, after consultation with counsel, the liability, if any, resulting there from will not have a material effect on the District's financial position. 35 REQUIRED SUPPLEMENTARY INFORMATION 36 MIDPENINSULA REGIONAL OPEN SPACE DISTRICT GENERAL FUND SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE YEAR ENDED MARCH 31, 2012 REVENUES Property taxes Grant income Investment income Property management - rents Other income Land Donation Total Revenues EXPENDITURES Current Salaries Benefits Directors Services and supplies Capital Outlay New land purchases Land acquisition support costs Structures and improvements Equipment Vehicles Total Expenditures EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES OTHER FINANCING SOURCES (USES) Other Sources Transfers (out) Total Other Financing Sources (Uses) NET CHANGE TN FUND BALANCE Fund balance at beginning of year Fund balance at end of year Budgeted Amounts Original Final Variance Favorable Actual (Unfavorable) $ 27,641,000 1,961,000 330,000 1,076,000 518,550 $ 27,619,000 1,400,700 330,000 1,076,000 518,550 $ 28,737,153 1,452,738 229,136 1,026,030 533,753 13,927,600 $ 1,118,153 52,038 (100,864) (49,970) 15,203 13,927,600 31,526,550 30,944,250 45, 906,410 14, 962,160 8,282,859 7,817,299 7,911,094 (93,795) 3,368,041 3,406,632 3,238,516 168,116 25,000 25,000 28,900 (3,900) 3,562,722 3,251,894 2,817,329 434,565 13,495,000 13,495,000 23,996,584 (10,501,584) 286,000 255,000 197,646 57,354 2,728,310 2,636,562 1,397,807 1,238,755 1,720,000 1,348,000 1,387,533 (39,533) 220,000 227,000 210,423 16,577 33,687,932 32,462,387 41,185,832 (8,723,445) (2,161,382) (1,518,137) 4,720,578 6,238,715 20,000,000 (9,728,975) 10,271,025 20,000,000 20,000,000 (9,728,975) (9,826,801) 10,271,025 10,173,199 (97,826) (97,826) $ 8,109,643 $ 8,752,888 14,893,777 $ 6,140,889 26,887,766 $ 41,781,543 37