HomeMy WebLinkAbout4 2003 Audit Agenda Item #
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Memorandum
To: Board of Directors
From: Mary Chapman, Administrative Services Manager
Date: June 16, 2004
SUBJECT: 2003 Annual Audit Presentation
Attached is a draft of the 2003 Annual Audit. Tim McCann and Holly Grennan from KPMG will be
here atQ'00 p.m. on Wednesday, June 23`a to discuss the audit results with you.
DRAFT 6/4/2004 WPO11329
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Basic Financial Statements
December 31, 2003 and 2002
(With Independent Auditors' Report Thereon)
DRAFT 6/4/2004 12:25 PM
MANAGEMENT'S DISCUSSION AND ANALYSIS
As financial management of the Truckee Donner Public Utility District, we offer readers of these financial
statements this narrative overview and analysis of the financial activities of the District for the years ended
December 31, 2003 and 2002.This discussion and analysis is designed to assist the reader in focusing on
the significant financial issues,provide an overview of the District's financial activity and identify changes
in the District's financial position.
We encourage readers to consider the information presented here in conjunction with the basic financial
statements as a whole. The reader of this statement should take time to read and evaluate all sections of this
report,including the footnotes and other supplementary information that is provided in addition to this
MD&A.
FINANCIAL HIGHLIGHTS
• The District's capital assets, net, increased$10.0 million(or 19.5%)from$51.3 million at
December 31, 2002 to $61.3 million at December 31, 2003, primarily due to the infrastructure
constructed for a new development within the Truckee Donner Public Utility District's service area.
• The District's total net assets increased by $8.3 million(or 67.8%) from $12.2 million at
December 31, 2002 to $20.5 million at December 31, 2003.
• Operating revenues increased$2.3 million(or 11.7%)from$19.7 million for the year ended
December 31,2002 to$22.0 million for the year ended December 31, 2003,primarily due to electric
and water rate increases and customer growth. Non-operating revenues/expenses increased
$4.2 million from 2002,primarily from 2003 gains on the sale of capital assets, offset by increased
interest expense related to the financing of$26.0 million for the IDACORP Energy contract settlement
shown as a special item. The District began to receive wholesale power from Constellation Power in
April 2003,under a new power contract.
• Operating expenses of the District decreased by$3.7 million (or 18%) from $20.3 million during 2002
to $16.7 million during 2003, due primarily to decreased purchased power costs due to lower market
and contract prices.
• During 2003,the District issued$38.7 million in bonds. The issuances included$26.3 million, net, to
pay the IDACORP Energy power contract settlement and $12.4 million, net, in Mello Roos bonds to
finance infrastructure for a new development within the Truckee Donner Public Utility District's
service area. Approximately$5.5 million in electric,water and telecommunications infrastructure,
which was installed and then contributed to the District to operate and maintain. The Mello Roos
bonds represent a land secured financing and are not payable from or secured by any District assets.
The balance of the Mello Roos bond proceeds were used to finance other public agency infrastructure,
to fund reserve and prepaid interest funds and to pay closing costs.
OVERVIEW OF THE FINANCIAL STATEMENTS
This report includes Management's Discussion and Analysis, the Independent Auditors' Report, the Basic
Financial Statements, (which includes the notes to the financial statements), and Supplementary
Information.
I
REQUIRED FINANCIAL STATEMENTS
The financial statements of the District are designed to provide readers with a broad overview of the
District's finances similar to a private-sector business. They have been prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the United States of America
(GAAP). Under this basis of accounting, revenues are recognized in the period in which they are earned
and expenses are recognized in the period in which they are incurred,regardless of the timing of related
cash flows. These statements offer short- and long-term financial information about the District's activities.
The Balance Sheet presents information on all of the District's assets and liabilities and provides
information about the nature and amounts of investments in resources (assets) and the obligations to
District creditors (liabilities). It also provides the basis for computing rate of return, evaluating the capital
structure of the District and assessing the liquidity and financial flexibility of the District.
All of the current year's revenues and expenses are accounted for in the Statement of Revenues,Expenses
and Changes in Net Assets. This statement provides a measurement of the District's operations over the
past year and can be used to determine whether the District has successfully recovered all its costs through
its rates and other charges and to also analyze profitability and credit worthiness.
The Statement of Cash Flows provides relevant information about the District's cash receipts and cash
payments during the reporting period. This statement reports cash receipts and cash payments resulting
from operating, non-capital financing, capital and related financing and investing activities. When used
with related disclosures and information in the other financial statements,the statement of cash flows
should provide insight into (a)the District's ability to generate future net cash flows, (b)the District's
ability to meet its obligations as they come due, (e)the District's needs for external financing, (d)the
reasons for differences between operating income and associated cash receipts and payments and (e)the
effects on the District's financial position of both its cash and its noneash investing, capital and financing
transactions during the period. The changes in cash balances are an important indicator of the District's
liquidity and financial condition.
Notes to the financial statements.The notes provide additional information that is essential to a full
understanding of the data provided in the basic financial statements. This includes but is not limited to,
significant accounting policies, significant financial statement balances and activities, material risks,
commitments and obligations and subsequent events, as applicable.
DISTRICT HIGHLIGHTS
The District's total net assets reached $20.5 million,an increase of$8.3 million (or 67.8%). Total assets
increased$18.3 million(or 23.7%), and total liabilities increased $10.0 million(or 15.4%). The analysis
below focuses on the District's net assets for 2003 and 2002. In future years, when prior-year information
is available, a comparative analysis of data will be presented.
2
CONDENSED ASSETS, LIABILITIES AND NET ASSETS
Increase
2003 2002 (decrease) %change
Assets
Current assets $ 9,083,218 $ 8,843,881 $ 239,337 2.7
Non-current assets:
Capital assets,net 61,269,615 51,273,932 9,995,683 19.5
Restricted assets 21,680,215 15,674,364 6,005,851 38.3
Other long-term assets 3,378,430 1,363,510 2,014,920 14T8
Total assets $ 95,411,478 $ 77,155,687 $ 18,255,791 23.7
Liabilities and Net Assets
Current liabilities $ 15,789,052 $ 40,270,464 $ (24,481,412) (60.8)
Non-current liabilities:
Long-term debt,net of current portion 53,589,753 18,851,345 34,738,408 184.3
Deferred revenue 5,537,062 5,816,769 (279,707) (4.8)
Total liabilities 74,915,867 64,938,578 9,977,289 15.4
Net assets:
Invested in capital assets,net of
related debt 26,304,401 25,242,006 1,062,395 4.2
Restricted for debt service 13,731,924 13,751,948 (20,024) (0.1)
Restricted for other 2,317,447 716359 1,600,688 223.3
Unrestricted (21,858,161) (27,493,604) 5,635,443 20.5
Total net assets 20,495,611 12,217,109 8,278,502 67.8
Total liabilities and net assets $ 95,411,478 $ 77,155,687 $ l8.255,791 23.7
The increase in restricted assets is due primarily to the reserve funds restricted for the 2003A and 2003E
series electric revenue bonds.
The overall increase of$36.3 million in bonds and notes payable, including current maturities, is due
primarily to the issuance of the$26.3 million 2003A and 2003E series electric revenue bonds, used to pay
the District's purchase power settlement contract, and the $12.4 million in Mello Roos community
facilities district bonds, secured by land and used to finance capital infrastructure for a new development
within the District's service area. The new debt issues were partially offset by the principal portion of debt
service payments on revenue bonds, the payoff of$1.8 million in revenue bonds and principal payments on
various notes payable during the year. Likewise, current liabilities decreased in 2003 with the payment of
the purchased power contract settlement.
Net assets invested in capital assets, net of related debt, consist of capital assets, net of accumulated
depreciation,reduced by the amount of outstanding indebtedness attributable to the acquisition,
construction or improvement of those assets. When there are significant unspent bond proceeds, the portion
of related debt is not to be included in the calculation of this item. Instead, that portion of the debt is
included in the net assets restricted for capital projects component as an offset to the related unspent bond
proceeds.
3
Net assets restricted for debt service represents amounts restricted for payments related to outstanding
revenue bonds.
The District had income before capital contributions of$9.3 million and a loss before capital contributions
and special item of$0.9 million for the years ended December 31, 2003 and 2002, respectively. Changes in
the District's net assets can be determined by reviewing the following Condensed Revenues, Expenses and
Changes in Net Assets for the year.
CONDENSED REVENUES,EXPENSES
AND CHANGES IN NET ASSETS
Increase
2003 2002 (decrease) %change
Sales to consumers $ 20,765,148 $ 18,610,340 $ 2,154,808 11.6
Other operating revenues 1,224,277 1,071,936 152,341 14.2
Total operating revenues 21,989,425 19,682,276 2,307,149 11.7
Operating expenses 16,674,456 20,332,827 (3,658,371) (18.0)
Operating income(loss) 5,314,969 (650,551) 5,965,520 917.0
Non-operating revenues(expenses) 3,937,941 (263,976) 4201,917 1591.8
Income(loss)before capital
contributions and special item 9,252,910 (914,527) 10,167,437 1111.8
Capital contributions,net (974,408) 10,709,014 (11,683,422) (109.1)
Special item-contract settlement expense — (26,000,000) 26,000,000 100.0
Change in net assets 8,278,502 (16205,513) 24,484,015 151.1
Net assets,beginning of year 12,217,109 28,422,622 (16,205,513) (57.0)
Net assets,end of year $ 20,495,611 $ 12,217,109 $ 8,278,502 67.8
Sales to consumers were $20.8 million in 2003 and$18.6 million in 2002. The overall increase of
$2.2 million(or 11.6%) is due primarily to an electric rate increase to fund amounts borrowed to settle the
IDACORP Energy power contract and a water rate increase to pay for increased operating costs.
Total operating expenses were $16.7 million in 2003 and$20.3 million in 2002. The overall decrease of
$3.7 million in operating expenses is due primarily to decreased purchased power costs due to lower
wholesale market and contract prices. Non-operating revenues increased $4.2 million primarily due to the
sale of capital assets for$5.3 million, offset by increased interest expense related to new borrowings in
2003.
Capital contributions decreased from $10.7 million in 2002 to a net outflow of$1.0 million in 2003,
primarily due to contributions received in 2002 related to construction at the Donner Lake and Glenshire
Assessment Districts and the 2003 capital contributions out from the Old Greenwood District.
During 2002, the District settled with IDACORP Energy, a supplier of purchased power. The settlement
cancelled the existing power contract for$26.0 million, which was expensed in 2002 and is shown as a
special item.
4
CAPITAL ASSETS
As of December 31, 2003 and 2002,the District had $61.3 and $51.3 million, respectively, invested in a
variety of capital assets, net of accumulated depreciation. A summary of capital assets is reflected in the
following schedule.
2003 2002
Electric distribution $ 19,506,360 $ 14,591,455
Water distribution 42,811,920 27,848,258
General plant 8,939,989 8,910,706
71,258,269 51,350,419
Less accumulated depreciation (18,187,169) (16,460,809)
53,071,100 34,889,610
Construction work in progress 8,198,515 16,384,322
$ 61,269,615 $ 51,273,932
Net capital assets (additions, less retirements and depreciation) increased$10.0 million(or 19.5%) from
the end of last year. The increases in both years have been due primarily to the electric and water plant
additions for new development within the District's service area.
LONG-TERM DEBT
Long-term debt includes revenue bonds and notes payable. At December 31, 2003 and 2002, the District
had$56.1 million and$19.8 million, respectively, in long-term debt outstanding,including current
maturities.
In April 2001 the District issued $26.3 million of certificates of participation,the proceeds of which were
used to pay the amounts due to IDACORP Energy for contract settlement fees, as well as to cover the
associated costs of issuance.
In December 2003, the Old Greenwood Community Facilities District issued $12.4 million in special tax
bonds, the proceeds of which were used to acquire certain infrastructure assets within a new development
within the District's service area.
2002 long-term debt activity consisted of$3.4 million in borrowings under installment loans offset by
principal repayments.
CONTACTING THE DISTRICT'S FINANCIAL MANAGEMENT
The financial report is designed to provide readers with a general overview of the District's finances and to
demonstrate the District's accountability for the money it receives. If you have questions about this report
or need additional financial information, contact Truckee Donner Public Utility District, Attn: Finance
Department,P.O. Box 309, Truckee, CA 96160.
5
DRAFT 6/4/2004 12:25 PM
Independent Auditors' Report
The Board of Directors
Truckee Donner Public Utility District:
We have audited the accompanying balance sheets of Truckee Donner Public Utility District (the District)
as of December 31, 2003 and 2002, and the related statements of revenues, expenses and changes in net
assets, and cash flows for the years then ended These financial statements are the responsibility of the
District's management. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the District as of December 31, 2003 and 2002, and the changes in its financial
position and its cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
As described in Note I, the District has implemented the provisions of Governmental Accounting
Standards Board (GASB) Statement No. 34, Basic Financial Statements - and Management's Discussion
and Analysis -for State and Local Governments, GASB Statement No. 37, Basic Financial Statements—
and Management's Discussion and Analysis - for State and Local Governments: Omnibus, and GASB
Statement No. 38, Certain Financial Statement Note Disclosures, and GASB Statement No. 39,
Determining Whether Certain Organizations Are Component Units, an amendment of GASB Statement 14,
effective January 1, 2002.
The accompanying management's discussion and analysis on pages 1 through 5 and schedule of funding
progress provided in note l0b are not a required part of the basic financial statements of the District, but
are supplementary information required by accounting principles generally accepted in the United States of
America. We have applied certain limited procedures, which consisted principally of inquiries of
management regarding the methods of measurement and presentation of the required supplementary
information. However, we did not audit the information and express no opinion on it.
6
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a
whole. 'The supplementary information included in Exhibits I and II is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements taken as a whole.
April 9,2004
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DRAFT 6/4/2004 12:26 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Balance Sheets
December 31,2003 and 2002
Assets 2003 2002
Current assets:
Cash and cash equivalents $ 5,099,202 5,080,937
Accounts receivable(including unbilled amounts of
$1,586,552 and$1,292,068 in 2003 and 2002,respectively,
less allowances for doubtful accounts of$45.594 and
$36,237 in 2003 and 2002,respectively) 2,9045330 2,813,778
Materials and supplies 551,670 530,659
Prepaid expenses and other current assets 528,016 418,507
Total current assets 9,083,218 8,843,881
Non-current assets:
Capital assets,net(note 2) 61,269,615 51,273,932
Land held for sale 610,000 610,000
Restricted assets:
Cash and cash equivalents 9,805,063 3,140,654
Investments(note 3) 808,470 808,552
Special assessment receivable(note 8) 11,066,682 11,725,158
Other assets 2,768,430 753,510
Total non-current assets 86,328,260 68,311,806
Total assets $ 95,411,478 77,155,687
Liabilities and Net Assets
Current liabilities:
Lines of credit(note 4) $ 9,980,000 9,721,000
Current maturities of long-term debt(note 5) 2,509,978 944,183
Accounts payable 1,807,925 2,378,903
Customer deposits 239,684 234,075
Accrued interest 732,515 172,718
Accrued payroll 518,950 819,585
Accrued contract settlement(note 1) — 26,000,000
Total current liabilities 15,789,052 40,270,464
Non-current liabilities:
Long-term debt(note 5) 53,589,753 18,851,345
Deferred revenue(note 6) 5,537,062 5,816,769
Total non-current liabilities 59,126,815 24,668,114
Total liabilities 74,9155867 64,938,578
Net assets:
Invested in capital assets,net of related debt 26,304,401 25,242,006
Restricted for debt service 13,731,924 13,751,948
Restricted for other 2.317,447 716,759
Unrestricted (21,858,161) (27,493,604)
Total net assets 20,495,611 12,217,109
Total liabilities and net assets $ 95,411,478 77,155,687
See accompanying notes to financial statements.
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Statements of Revenues, Expenses and Changes in Net Assets
Years Ended December 31,2003 and 2002
2003 2002
Operating revenues:
Sales to consumers $ 20,765,148 18,610,340
Standby fees 171,687 183,055
Connection fees 454,938 449,833
Other 597,652 439,048
Total operating revenues 21,989,425 19,682,276
Operating expenses:
Power purchases(note 1) 7,542,448 11,168,105
Operations and maintenance 4,207,500 4,089,026
Administrative and general 2,384,040 2,827,086
Consumer services 758,929 736,629
Depreciation 1,781,539 1,511,981
Total operating expenses 16,674,456 20,332,827
Operating income(loss) 5,314,969 (650,551)
Non-operating revenues(expenses):
Income from investments 650,776 690,824
Interest expense (2,047,924) (954,800)
Gain on sale of capital assets 5,269,867 —
Other income 65,222 —
Total non-operating revenues(expenses) 3,937,941 (263,976)
Income(loss)before capital contributions and special item 9,252,910 (914,527)
Capital contributions,net(note 1) (974,408) 10,709,014
Special item(note 1):
Contract settlement expense — (26,000,000)
Change in net assets 8,278,502 (16,205,513)
Net assets,beginning of year 12,217,109 28,422,622
Net assets, end of year $ 20,495,611 12,217,109
See accompanying notes to financial statements.
9
DRAFT 6(4I2004 12:26 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Statements of Cash Flows
Years ended December 31,2003 and 2002
2003 2002
Cash flows from operating activities:
Receipts from customers $ 22,172,971 19,295.498
Payments to suppliers (38398,153) (13,751,469)
Payments to employees (3,979,871) (3,517,182)
Net cash(used in)provided by operating activities (20,205,053) 2,026,847
Cash flows from non-capital financing activities:
Proceeds from new debt 26,890,055 —
Financing cost payments (890,055) —
Interest payments on debt (366,968) —
Net cash provided by non-capital financing activities 25,633,032
Cash flows from capital and related financing activities:
Purchases of capital assets (13,854,881) (9,811,922)
Proceeds from sale of land 3,989,641 194,000
Principal payments on debt (2,813,610) (821,928)
Proceeds from new debt 12,546.705 7,087,554
Financing cost payments (I74,939) —
Interest payments on debt,including amounts capitalized (1,140,145) (1,109,028)
Capital contributions 1,392,590 2,322,121
Special assessment receipts 658,476 687,427
Net cash provided by(used in)capital and
related financing activities 603,837 (1,451,776)
Cash flows from investing activities:
Proceeds from sale of investments — 76,724
Interest received on investments 650,858 695,171
Net cash provided by investing activities 650,858 771,895
Net increase in cash and cash equivalents 6,682,674 1,346,966
Cash and cash equivalents,beginning of year 8,221,591 6,874,625
Cash and cash equivalents,end of year $ 14,904,265 8,221,591
Summary of significant noneash activities:
Contributed capital assets-in S 7,133,002 5,689,922
Contributed capital assets-out (9,500,000) —
Aecrued contract settlement — 26,000,000
Reconciliation of operating income(loss)to net cash
(used in)provided by operating activities:
Operating income(loss) S 5,314,969 (650,551)
Depreciation 1,781,539 1,51 1,981
Changes in operating assets and liabilities:
Accounts receivable (90,552) (275,997)
Materials and supplies (21,011) (73)
Prepaid expenses and other current assets (109,509) (64.813)
Accounts payable (570,978) 1,253,981
Customer deposits 70,831 5,325
Deferred revenue (279,707) (116,106)
Accrued payroll (300,635) 363,100
Accrued contract settlement (26,000,000) —
Net cash(used in)provided by operating activities S (20,205,053) 2,026,847
See accompanying notes to financial statements.
10
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(1) Organization and Summary of Significant Accounting Policies
(a) Organization
The Truckee Donner Public Utility District(the District) was formed and operates under the State of
California Public Utility District Act. The District is governed by a board of directors which consists
of five elected members. The District provides electric and water service to portions of Nevada and
Placer counties described as Truckee and Donner Lake. The electric and water service operations are
separately maintained and operated. These financial statements reflect the combined electric and
water operations of the District. All significant transactions between electric and water operations
have been eliminated. These eliminations include power purchases and rent for shared facilities.
The District's blended component units consist of organizations whose respective governing Boards
are comprised entirely of the members of the District's Board of Directors. These organizations are
reported as if they are a part of the District's operations. The entities are legally separate, however in
the case of the Truckee Donner Public Utility District Financing Corporation, financial support has
been pledged and financial and operational policies may be significantly influenced by the District.
Following is a description of the District's blended component units:
Truckee Donner Public Utility District Financing Corporation: legal entity created to issue and
administer Certificates of Participation on behalf of the District. See note 5.
Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old
Greenwood): legal entity created to issue special tax bonds to finance various public
improvements needed to develop property located within Old Greenwood. See note 7.
Separate standalone financial statements are not available for the blended component units described
above.
(b) Accounting Policies
The accounting policies of the District conform with accounting principles generally accepted in the
United States of America (GAAP) as applied to government units. The Governmental Accounting
Standards Board (GASB) is the accepted standard-setting body for establishing governmental
accounting and financial reporting principles. The financial statements have been prepared using the
economic resources measurement focus and the accrual basis of accounting.
The District applies accounting policies appropriate for a special purpose government engaged in
business-type activities. GASB Statement No. 20, Accounting and Financial Reporting for
Proprietary Funds and Other Governmental Entities That Use Proprietary Fund Accounting,
requires that such an entity apply all GASB pronouncements as well as the pronouncements of the
Financial Accounting Standards Board (FASB) and its predecessors issued on or before
November 30, 1989, unless those pronouncements conflict with or contradict GASB
pronouncements. As allowed by GASB Statement No. 20, the District has elected not to implement
FASB Statements and Interpretations issued after November 30, 1989.
11 (Continued)
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
Effective January I, 2002, the District implemented the provisions of GASB Statement No. 34,Basic
Financial Statements — and Management's Discussion and Analysis - for State and Local
Governments; GASB Statement No. 37,Basic Financial Statements—and Management's Discussion
and Analysis -for State and Local Governments: Omnibus, which amended certain provisions of
GASB Statement No. 34; GASB Statement No. 38, Certain Financial Statement Note Disclosures;
and GASB Statement No. 39, Determining Whether Certain Organizations are Component Units,
which amended certain provisions of GASB Statement No. 14. The adoption of GASB Statement
No. 34, as amended, and GASB Statements Nos. 37, 38 and 39 had no impact on the District's net
assets, but did require changes to the financial statement presentation and additional disclosures,
including presentation of management's discussion and analysis as required supplementary
information, cash flow statement presentation using the direct method,presentation of net assets and
certain additional capital asset and long-term debt footnote disclosures.
(c) Use ofEstintates
The preparation of financial statements requires management of the District to make a number of
estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Significant items subject to such estimates and
assumptions include valuation allowances for receivables and adjustments to the carrying value of
inventories; recognition of environmental liabilities; and assets and obligations related to employee
benefits. Actual results could differ from those estimates.
(d) Capital Assets
Capital assets are stated at cost. Depreciation on capital assets is calculated using the straight-line
method over the estimated useful lives of the assets, which are as follows;
Distribution plant:
Water 2040 years
Electric 23-35 years
Computer software and hardware 4-5 years
Buildings and improvements 20-33 years
Equipment and furniture 10 years
It is the District's policy to capitalize interest paid on debt incurred for significant construction
projects while those projects are under construction, less any interest earned on related unspent debt
proceeds. In 2003 and 2002, interest was capitalized in connection with the Donner Lake system
improvements(see notes 2 and 8).
(e) Restricted Assets
Restricted assets are assets restricted by the covenants of long-term financial arrangements or other
third party legal restrictions. Restricted assets are used in accordance with their requirements and
where both restricted and unrestricted resources are available for use, restricted resources are used
first and then unrestricted as they are needed.
12 (Continued)
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(f} Materials and Supplies
Materials and supplies are recorded at average cost.
(g) linarnortized Financing Costs
Certain costs related to borrowing funds are amortized over the term of the related borrowings.
(h) Revenue Recognition
Revenues are recorded as meters are read on a cycle basis throughout each month for electric and
commercial water. Other water customers are billed on a flat-rate basis, and revenues are recorded as
billed. Also, the District records estimated revenues earned but not billed to customers as of the end
of the year. Revenues from connection fees are recognized upon completion of the connection.
Income that the District has earned through investing its excess cash is reflected within income from
investments when earned.
(i) Revenue and Expense Classification
The District distinguishes operating revenues and expenses from non-operating items in the
preparation of its financial statements. Operating revenues and expenses generally result from
providing water and electric services in connection with the District's principal ongoing operations.
The principal operating revenues are sales to customers. The District's operating expenses include
power purchases, labor, materials, services and other expenses related to the delivery of water and
electric services. All revenues and expenses not meeting this definition are reported as non-operating
revenues and expenses or capital contributions.
(j) Power Purchases
On March 7, 2003, the District entered into a power purchase agreement with Constellation Power
Source, Inc. (CPS), under which CPS will supply the District's power needs through 2007. This
power supply replaces the interim power being provided to the District by IDACORP Energy L.P.
under the terms of the related settlement agreement. The agreement with CPS provides for a block
purchase of power at $49.95 per megawatt hour that is designed to cover the District's projected
monthly power requirements. In addition, the agreement contains call and put options that provide
the District with the flexibility to buy additional power or sell excess power, depending upon the
District's actual monthly power needs.
In 1999, the District entered into an agreement with Sierra Pacific Power Company (SPPC), whereby
SPPC will provide transmission services to the District through December 31, 2027. In addition, the
District purchases scheduling and dispatch services from Northern California Power Agency. These
purchases of services represented 10.5% and 6.3% of total purchased power costs in 2003 and 2002,
respectively.
From 1997 through 2001, the District entered into, and amended, various power purchase contracts
(collectively, the Contracts) with IDACORP Energy L.P., and its predecessors (collectively,
IDACORP). Through the Contracts, IDACORP provided substantially all of the power required by
the District. The latest amendment to the Contracts, approved during the California power crisis of
2000 and 2001, provided for the purchase of a 25-megawatt block of power, at a rate of $72 per
13 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
megawatt hour, through 2009. Subsequently, power prices experienced a substantial decline, making
the Contracts economically undesirable for the District. The District commenced legal action against
IDACORP, arguing that the Contracts were not executed in good faith due to the unusual
circumstances of the California power crisis. In late 2002, the District and IDACORP agreed in
principle to settle their disputes and terminate the Contracts. The settlement called for the District to
pay IDACORP a $26,000,000 contract settlement fee, which the District fully accrued as of
December 31, 2002, and paid in full with interest on April 4, 2003. In exchange, IDACORP agreed
to terminate the Contracts, and also agreed to continue to provide interim power to the District at a
reduced rate of$42 per megawatt hour through March 31,2003.
(k) Contributed Capital Assets
A portion of the District's capital assets have been obtained through amounts charged to developers
for plant constructed by the District; direct contributions of capital assets from developers and other
parties (note 9); as well as assessments of local property owners (note 8). These items are recognized
within capital assets as construction is completed for plant constricted by the District based on the
cost of the items, when received for contributed capital assets based on the actual or estimated fair
value of the contributed items, or upon completion of the related project for development
agreements. The District records amounts received within capital contributions when a legally
enforceable claim is established. Until the District meets the criteria to record the amounts described
above as capital contributions, any amounts received are recorded within deferred revenue on the
balance sheet.
During 2003, the Old Greenwood District contributed $9,500,000 to the District and other
government entities. The contribution out from the Old Greenwood District has been netted with
capital contributions on the accompanying statement of revenues, expenses and changes in net assets.
(1) Income Taxes
As a government agency, the District is exempt from payment of federal and state income taxes.
(m) Accounting Pronouncements Not Yet Implemented
In March 2003, the GASB issued Statement No. 40,Deposit and Investment Risk Disclosures, which
amended certain portions of GASB Statement No.3. This statement establishes and modifies
disclosure requirements related to investment risks and is effective for the District beginning fiscal
year 2005. Given that this statement primarily impacts financial statement disclosures, the District
does not anticipate a material impact to the financial position or operations of the District as a result
of implementing this standard.
In November 2003, GASB issued Statement No. 42, Accounting and Financial Reporting for
Impairment of Capital Assets and for Insurance Recoveries. Statement No. 42 establishes accounting
and financial reporting standards for impairment of capital assets. A capital asset is considered
impaired when its service utility has declined significantly and unexpectedly. This Statement also
clarifies accounting for insurance recoveries. The adoption of GASB No. 42 is effective for the
District beginning fiscal year 2005. The District does not anticipate a material impact to the financial
position or operations of the District as a result of implementing this standard.
14 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(n) Special Assessment Receivable
Special assessments represent amounts due from property owners within the Donner Lake
Assessment District for improvements made by the District pursuant to an agreement with the
property owners to improve their water quality. For additional discussion of the Donner Lake Special
Assessment, see note 8,Donner Lake Water Company Purchase.
(2) Capital Assets
Capital assets consist of the following at December 31, 2003 and 2002:
January 1, December 31,
2003 Additions Reductions 2003
Electric distribution facilities $ 14,591,455 5,064,103 (149,198) 19,506,360
Water distribution facilities 27,848,258 15,002,654 (38,992) 42,811,920
General plant 8,910,706 29,283 — 8,939,989
51,350,419 20,096,040 (188,190) 71,258,269
Less accunulated depreciation (16,460,809) (1,914,550) 188,190 (18,187,169)
Construction work in progress 16,384,322 236,835 (8,422,642) 8,198,515
$ 5L273,932 18,418,325 (8,422,642) 61,269,615
January 1, December 31,
2002 Additions Reductions 2002
Electric distribution facilities $ 13,441,332 L561,401 (411,278) 14,591,455
Water distribution facilities 21,853,508 6,039,966 (45,216) 27,848,258
General plant 8,725,873 324,039 (139,206) 8,910,706
44,020,713 7,925,406 (595,700) 51,350,419
Less accumulated depreciation (14,985,862) (1,693,362) 218,415 (16,460,809)
Construction work in progress 9,012,103 11,317,490 (3,945,271) 16,384,322
$ 38,046,954 17,549,534 (4,322,556) 51,273,932
A portion of the plant has been contributed to the District. When replacement is needed, the District
replaces the contributed plant with District-financed plant. Future rate increases may be necessary to pay
for these replacements.
During 2003 and 2002, the District capitalized $253,809 and $223,962, respectively, of interest in
connection with the Donner Lake system improvements (see note 8).
15 (Continued)
__ _ . _..... . _.. ___ _ __ _ _ _ .
DRAFT 6/4/2304 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(3) Cash and Investments
Cash and investments are recorded in accounts as either restricted or unrestricted as required by the
District's certificates of participation indentures or other third-party legal restrictions. Restricted assets
represent funds that are restricted by certificates of participation covenants or third party contractual
agreements. Assets that are allocated by resolution of the board of directors are considered to be board
designated assets. Board designated assets are a component of unrestricted assets as their use may be
redirected at any time by approval of the Board. Such accounts have been designated by the board of
directors for the following purposes:
Building Fund
In compliance with Board rules,the District maintains a building fund to help pay for the interest and
principal of the borrowed funds used for the District office complex.
Storm Damage Fund
The District maintains a designated fund to provide for storm damages that may occur in the future.
Electric Rate Reserve
In compliance with Board rules, the District has created an electric rate stabilization fund in
anticipation of future costs. During 2003 and 2002, approximately $0 and $2,067,000, respectively,
was utilized to offset increased power costs in lieu of raising electric rates.
Reserve for Future Meters
Prior to 1992, connection fees charged to applicants for water service included an amount which was
maintained in a designated fund to offset the cost of future metering. As meters are installed, these
funds are used to pay for related costs.
Prepaid Connection Fees
In compliance with Board rules, the District has set aside prepaid connection fees to cover
installation costs of water services.
Land Sale Trust Fund
The District's Board has set aside certain funds from the sale of excess properties to pay for future
capital improvement projects.
Broadband Fund
The District's Board has set aside certain funds received from a forfeited deposit and the sale of one
two-inch telecommunications conduit to be used to offset future telecommunications related
expenses.
16 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
As of December 31, board designated accounts consisted of the following:
2003 2002
Building fund $ 269,939 1,896,824
Storm damage fund 318,028 311,522
Electric rate reserve 434,013 424,219
Reserve for future meters 100,789 44,430
Prepaid connection fees 73,770 74,180
Land sale trust fund 1,063,021 215,858
Broadband fund 335,607 —
$ 2,595,167 2,967,033
Certain assets have been restricted by certificates of participation covenants or third parry contractual
agreements for the following purposes:
Certificates of Participation: Electric
The terms of the Electric Division's Certificates of Participation require a reserve fund as security for
each principal and interest payment as they come due. A reserve fund is set aside for the highest
annual principal and interest payment over the life of the borrowed amount. All of these reserve
funds are held by BNY Western Trust Company.
Certificates of Participation: Water
The terms of the Water Division's Certificates of Participation require a restricted fund to provide for
payment of principal and interest as they come due. The Water Division's Certificates of
Participation debt funds are held by BNY Western Trust Company.
Facilities Fees
The District charges facilities fees to applicants for new service to cover the costs of infrastructure
needed to meet their systems demand. The use of such funds is restricted by California state law.
Revenue Fund: Water
The water revenue fund is derived from the operations of the water system, and is restricted as to use
by covenants of the District's certificates of participation.
Department of Water Resources (DWR) Prop 55 Reserve Fund
Regulations relating to the Department of Water Resources loan require the accumulation of a
reserve fund as security for each principal and interest payment as they come due. Annual payments
into the fund are required for each of the first ten years beginning April 1, 1996. The total reserve
fund will equal two semi-annual payments. These funds will be set aside for the Life of the borrowed
amount. All of the reserve funds are invested in the State of California Local Agency Investment
Fund.
17 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
Glenshire Escrow Accounts
As described in more detail in note 9, the District received cash as part of its acquisition of the
Glenshire water system. The terms of the acquisition agreement specify that the cash be utilized for
the construction of improvements to the Glenshire water system.
Bridge Street Tank Escrow Account
During 2002, the District borrowed$1,500,000 under an installment loan for the construction of the
Bridge Street tank. In accordance with the terms of the loan agreement, the loan proceeds were
deposited into an escrow account. The District is allowed to draw upon such funds as valid
construction costs are incurred. All remaining amounts were expended during 2003.
Donner Lake Special Assessment District Improvement Fund
The District established the Donner Lake Special Assessment District Improvement Fund to account
for all funds received from the Special Assessment Receivable, which will be used to pay the debt
service costs related to the Donner Lake Water System project.
Old Greenwood Construction Fund
During 2003, the Old Greenwood District issued $12,445,000 of Special Tax bonds to finance
various property improvements within Old Greenwood. The District established the Old Greenwood
Construction Fund to account for the unspent bond proceeds. The District is allowed to draw upon
such funds as valid construction cost are incurred.
Other(Area Improvement Funds)
The District receives funds from the County of Nevada, which are to be used only for improvements
to specific areas within the District's boundaries in Nevada County. These areas include various
Nevada County assessment districts.
As of December 31,restricted cash and cash equivalents and investments consisted of the following:
2003 2002
Certificates of participation $ 5,401,554 1,095,817
Facilities fees 1,892,665 460,447
Revenue fund 482,749 118,187
DWR-Prop 55 reserve fund 248,572 216,392
Glenshire escrow accounts 68,989 290,066
Bridge Street tank escrow account — 126,837
Donner Lake Special Assessment District
Improvement Fund 1,612,364 1,483,360
Old Greenwood Construction fund 750,000 —
Other(area improvement funds) 156,640 158,100
Total restricted cash and cash
equivalents and investments $ 10,613,533 3,949,206
18 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
Cash and investments are comprised of the following cash and cash equivalents and investments as of
December 31:
2003 2002
Cash and cash equivalents $ 14,904,265 8,221,591
Investments—repurchase agreement 808,470 808,552
Total $ 15,712,735 9,030,143
Cash and cash equivalents of$14,904,265 and $8,221,591 at December 31, 2003 and 2002, respectively,
consist primarily of investments in the state pooled fund and US Treasury notes. For purposes of the
statements of cash flows, the District considers all highly liquid instruments with original maturities of
three months or less to be cash equivalents.
The District follows GASB No. 31, Accounting and Financial Reporting for Certain Investments and for
External Investment Pools. This statement establishes fair value standards for recording investments. The
recorded amount for the District's investments approximated their fair values as of December 31, 2003 and
2002.
The District's investments are categorized to provide an indication of the level of custodial credit risk
assumed by the District at December 31, 2003 and 2002, Category 1 includes investments that are insured
or registered, or for which the securities are held by the District or its agent in the District's name. At
December 31, 2003 and 2002, cash,cash equivalents and investments are considered to be risk category 1.
19 (Continued)
DRAFT 6/4/2)04 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31,2003 and 2002
(4) Lines of Credit
Lines of credit consisted of the following at December 31, 2003 and 2002:
January 1, December 31,
2003 Additions Reductions 2003
US Bank Line of Credit-Water
62%of prime (2.48% at
December 31,2003), due
September 2004, secured by
the Special Assessment
Receivable $ 6,980,000 6,980,000
US Bank Line of Credit-Water
66% of prime (2.64% at
December 31, 2003), due
July 2004, secured by the
Special Assessment
Receivable 2,741,000 259,000 — 3,000,000
$ 9,721,000 259,000 — 9,980,000
January 1, December 31,
2002 Additions Reductions 2002
US Bank Line of Credit-Water
62% of prime (2.635% at
December 31, 2002), due
September 2003, secured by
the Special Assessment
Receivable $ 6,080,000 900,000 — 6,980,000
US Bank Line of Credit-Water
66% of prime(2.805%at
December 31, 2002), due
July 2003, secured by the
Special Assessment
Receivable — 2.741,000 — 2,741,000
$ 6,080,000 3,641,000 — 9,721,000
See discussion in note 8 regarding the subsequent extinguishment of the lines of credit discussed above.
20 (Continued)
DRAFT 6/4/2)04 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31,2003 and 2002
(5) Long-Term Debt
Long-term debt consisted of the following at December 31,2003 and 2002:
January 1, December 31, Due within
2003 Additions Reductions 2003 one year
Certificates of Participation-
Electric,2.5%to 5.75%,
due serially to 2013. (net
unamortized premiums of
$551,606) $ — 26,890,055 (73,449) -16,816,606 1,695,000
Special Tax Bonds-Mello
Roos,2.25%to 5.7%,due
serially to 2013,(net
unamortized discounts of
$157,295) — 12,287,705 12,287,705 —
Certificates of Participation-
Electric,2.75%to 5.375%,
due serially to 2012.(net
uamortized discounts of
$10,480) 2,019,520 — (2,019,520) -- -
Certificates of Participation-
Water,5.25%to 5.4%,
due serially to 2021.(net
unamortized discounts of
$36,777) 9,370,201 — (296,978) 9,073,223 315,000
Department of Water Resources,
3.18%,due semiannually to
2021,secured by real
and personal property. 4,262.175 — (172,372) 4.089.803 177,906
Installment loans,5.4%to 6.23%,
various payment terms and
due dates,secured by
equipment. 4,143,632 — (311,238) 3,832,394 322,072
$ 19,795,528 39,177,760 (1873,557) 56,099,731 2,509,978
21 (Continued)
DRAFT 6/4(2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
January 1, December 31, Due within
2002 Additions Reductions 2002 one year
Certificates of Participation-
Electric,2.75%to 5,375%,
due serially to 2012. (net
unamortized discounts of
$10,480) $ 2,171.930 — (152,410) 2,019,520 160,000
Certificates of Participation -
Water,5.25%to 5A%,
due serially to 2021. (net
unamortized discounts of
$39,799) 9,651,630 -- (281.429) 9,370,201 300,000
Department of Water Resources,
3.18%,due semiannually
to 2021,secured by real and
personal property. 4,429,196 — (167.01-1) 4,262,175 172,090
Installment loans,5.4%to 6,23%
various payment terms and
due dates,secured by
equipment. 911,983 3,446,554 (214,905) 4,143,632 312,093
$ 17,164,739 3,446,554 (815,765) 19,795,528 944,183
On April 3, 2003, the District issued $26,265,000 of Certificates of Participation, the proceeds of which
were utilized to pay the amounts due to IDACORP for the contract settlement fees (see note 1), as well as
to cover the associated costs of issuance. The terms of the new Certificates call for debt service payments
to be made only from the net revenues of the Electric Division. These revenues are required to be a least
equal to 120%of the debt service for each year.
During December 2003, the Old Greenwood District issued $12,445,000 of Special Tax Bonds, the
proceeds of which were utilized to finance various public improvements for property within Old
Greenwood (see note 7). The terms of the Special Tax Bonds call for debt service payments to be provided
solely by taxes levied on and collected from the owners of the taxable land within Old Greenwood. The
bonds are secured by land located within Old Greenwood.
22 (Continued)
.. .. . ............ ._....... ............ __ _ _.
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
During 1993, Truckee Donner Public Utility District Financing Corporation issued $3,245,000 of
Certificates of Participation to refund the construction loan for a new office and warehouse facility for the
District. The terms of the new Certificates call for lease payments to be made only from the net revenues of
the Electric Division. These revenues are required to be at least equal to 110% of the debt service for each
year. The outstanding balance on these Certificates was $2,030,000 at December 31, 2002. On March 3,
2003, the District paid in full all amounts due under these certificates.
During 1996, Truckee Donner Public Utility District Financing Corporation issued $10,905,000 of
Certificates of Participation to refund 100% of the outstanding balance of Certificates issued in 1991. The
1991 Certificates were to finance the repair and construction of various water system improvements for the
District. The terms of the new Certificates call for payments to be made only from the net revenues of the
Water Division and the debt is secured by this revenue. These revenues are required to be at least equal to
110% of the debt service for each year. The outstanding balance on these Certificates was $9,110,000 and
$9,410,000 at December 31,2003 and 2002, respectively.
Under the Safe Drinking Water Bond Law of 1986, the Department of Water Resources provided a
$5,000,000 loan to the District in 1993. The loan was to finance capital improvements to the public water
supply and to reduce water quality hazards. The terms of the loan call for payments to be made only from
the net revenues of the Water Division, which are required to be sufficient to pay the debt service for each
year. The loan is secured by the net revenues of the Water Division.
As a normal part of its operations, the District finances the acquisition of certain assets through the use of
installment loans. As of December 31, 2003 and 2002, installment loans of $3,832,394 and $4,143,632,
respectively, were outstanding to finance the purchase of vehicles, equipment and certain water system
improvements.
Scheduled payments on debt are:
Principal Interest Total
2004 $ 2,509,978 2,475,993 4,985,971
2005 3,142,768 2,594,220 5,736,988
2006 3,203,496 2,472,318 5,675,814
2007 3,312,324 2,334,901 5,647,225
2008 3,444,450 2,180,719 5,625,169
2009-2013 20,103,549 8,035,426 28,138,975
2014-2018 6,554,184 4,774,967 11,329,151
2019-2023 4,961,448 3,242,386 8,203,834
2024-2028 3,355,000 2,212,175 5,567,175
2029-2033 5,155,000 995,215 6,150,215
$ 55,742,197 31,318,320 87,060,517
23 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31,2003 and 2002
(6) Deferred Revenue
For transactions that have not yet met revenue recognition requirements, revenues are deferred and
reflected in the accompanying balance sheets. As of December 31, 2003 and 2002, deferred revenues
consist of unearned special assessment revenues (see note 8), development agreement deposits, connection
fees and other deposits as follows:
2003 2002
Unearned special assessments $ 1,065,755 2,950,043
Development agreement deposits 3,934,173 2,346,015
Connection fees and other deposits 537,134 520,711
$ 5,537,062 5,816,769
(7) Old Greenwood District
In order to finance various public improvements needed to develop property in the eastern portion of the
Town of Truckee, California, the District formed the Community Facilities District No. 03-1 (Old
Greenwood), which issued Special Tax Bonds (the Bonds). The Bonds were issued in December 2003,
pursuant to the Mello-Roos Community Facilities Act of 1982, as amended. Accordingly, the Bonds are
special obligations of Old Greenwood and are payable solely from revenues derived from taxes levied on
and collected from the owners of the taxable land within Old Greenwood. The Bonds are not general or
special obligations of the District. The Board of Directors of the District is the legislative body of Old
Greenwood and as such they approve the rates and method of apportionment of the special taxes. As
improvements are completed, the infrastructure is donated, in the form of a capital contribution, to the
Town of Truckee and the District. During 2003, Old Greenwood contributed $9,500,000, of which
$5,470,167 was donated to the District.
(S) Donner Lake Water Company Purchase
In 2001, the District took over Donner Lake Water Company by initiating an eminent domain lawsuit. As a
part of the takeover, the District agreed to replace the entire water system, which is estimated to cost
approximately $15,232,000 and be completed in 2004. The District agreed to initially finance the
replacement through obtaining third party financing and the Donner Lake property owners have agreed to
reimburse the District for the full costs of the replacement. Therefore an assessment has been placed on
each Donner Lake homeowner's property for a pro-rata share of the $13,000,000 payable immediately, or,
for those not paying the assessment in full, over 20 years at approximately a 3.5% interest rate. One
twentieth of the assessment, plus interest, is added to each property owner's annual property tax bill, if
they have not previously paid the assessment in full, and is collected by Nevada and Placer Counties on
behalf of the District. The Donner Lake homeowner's property values secure the$13,000,000 assessment.
Project costs incurred in excess of the assessment will be collected through surcharges to each property
owner's bill until all costs are recovered. As of December 31, 2003, the amount outstanding from the
property owners was $11,066,682, of which $468,139 is due next year. These amounts are shown in the
caption Special Assessment Receivable in the accompanying balance sheet. Per Board resolution, all funds
received from property owners are set aside in the Donner Lake Special Assessment District Improvement
Fund until such time as the funds will be used to fund the debt service on the District's initial third party
24 (Continued)
DRAFT 6(4t2004 12:25 PM�
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31,2003 and 2002
debt. During 2001, the District obtained third party bridge financing for the project in the form of a
$7,000,000 line of credit, of which $6,980,000 was outstanding at December 31, 2003. Also, during 2002
the District obtained additional bridge financing for the project in the form of a$3,000,000 line of credit of
which $3,000,000 was outstanding at December 31, 2003 (see note 4). During April 2004, the District
obtained permanent financing in the form of a State Revolving Fund Loan for approximately $12,732,965
at a rate of 2.34%. The semi-annual principal and interest payments will be $400,426. The District is also
required to fund a reserve account by making semi-annual reserve payments in the amount of$40,043 for a
10-year period.
As part of the take over, the District obtained a third party appraisal of the water system. Based upon the
appraisal, the District paid$750,000 for the system. The previous owner of Donner Lake Water Company
asserted that the actual value of the water system was $7,000,000. In December 2003, a Judgment in
Eminent Domain was issued by the Superior Court of the State of California ordering the District to
compensate the previous owner an additional amount of$410,840 and to set aside $155,261 to reimburse
Donner Lake property owners who had prepaid water bills and fees to the previous owner.
(9) Glenshire Water System Acquisition
Prior to 2002, the residents of the Glenshire water service area in the eastern portion of the Town of
Truckee were served by the Glenshire Mutual Water Company (GMWC), an independent nonprofit entity
originally created by the Glenshire residents. The Glenshire area had been experiencing problems with the
quality of its water, and thus the GMWC, on behalf of the residents, requested that the District assume
responsibility for the improvement of the Glenshire water system, and for its ongoing operations.
Therefore, in early 2002 the District agreed to accept the donation of the Glenshire water system assets
from the GMWC, in exchange for bringing the system up to the District's existing standards. The donated
assets were recorded as cash and capital assets in the accompanying balance sheet and as contributed
capital in the statement of revenues, expenses and changes in net assets. The improvements, estimated to
total$2,700,000, have been in process since 2002, and are anticipated to be completed in 2004.
(10) Employee Benefit Plans
(a) Pension Plan
The District contributes to its own pension plan for all District bargaining unit employees who have
at least one year of service. The plan is a single employer defined benefit plan, and provides specific
benefits to employees at retirement. Benefits vest to participants at the rate of 10% per year of
service for the first four years and 20%for years five through seven. Employees who retire at or after
age 65 with ten years of credited service are entitled to receive monthly benefits equal to a set
percentage of the individual's average monthly compensation. Employees who retire with 20 years
of service will receive 40% of their average monthly compensation. Benefits are reduced pro rata for
less than 20 years of credited service, and increased by 0.5%of average monthly compensation for
25 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
each year of service in excess of 20 years. Employees are not required to make contributions to the
plan. The plan also provides for death, disability, and early retirement benefits. The board of
directors of the District retains full authority to establish and amend benefits under the Plan. Separate
financial statements of this plan are not available.
The plan requires the District to make adequate contributions so that enough funds are available to
pay benefits to employees when due. The actuarial valuations for the plan indicated that a
contribution of$329,438 was necessary for 2003 to meet the minimum funding requirements. The
projected unit credit method is used to determine the required contributions. Following is
information regarding the District's annual pension costs for the plan:
Percentage
of annual
Annual pension cost Net pension
Actuarial valuation date pension cost contributed obligation
December 31, 2001 $ 167,611 100% $ —
December 31, 2002 258,071 100% --
December 31,2003 329,438 100%The required contribution as of December 31, 2003 was computed as part of an actuarial valuation.
Significant actuarial assumptions include:
Rate of return on the investment of
present and future assets 7.0%
Annual salary increase 0.5%
Inflation rate 2.0%
Amortization method Level dollar
Amortization period 5 years
The actuarial value of assets is equal to the fair value of such assets.
(b) Schedule of Funding Progress (Required Supplementary Information— Unaudited)
The following is a schedule of funding progress for the Truckee Donner Public Utility District
Defined Benefit Plan:
Actuarial Unfunded
Actuarial accrued Annual AAL as a
Actuarial value liability Unfunded Funded covered percentage
valuation date of assets (AAL) AAL ratio payroll of payroll
12/31/01 S 1,475,600 1,955,200 479,600 75% S 2,106,300 23%
12/31/02 1,549,018 1,986,900 437,882 78% 2,083,900 21%
12/31/03 1,498,671 1,985.335 486,664 75% 2,529,276 19%
26 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(e) Deferred Compensation Plan
The District maintains a deferred compensation plan (the Plan) for certain employees. The District
has no liability for losses under the Plan but does have the duty of due care that would be required of
an ordinary prudent investor. The District has not reflected the Plan's assets and corresponding
liabilities(if any)on the accompanying balance sheets.
(d) 401(a)Plans
The District sponsors a 401(a) defined contribution plan (401(a) Plan) for District management
(effective August 1, 2000) and bargaining unit employees (effective January 1, 2000). Contributions
are made by the District on the employees' behalf and employees are immediately vested in the
401(a) Plan, The District contributes 10% of earnings on behalf of management and exempt
employees as part of the management 401(a) Plan, and 5% of earnings for employees in the
bargaining unit 401(a) Plan. Such contributions totaled $248,476 and $223,117 in 2003 and 2002,
respectively. The board of directors of the District retains full authority to establish and amend
benefits under the 401(a)Plan.
The District has no liability for losses under the 401(a) Plan but does have the duty of due care that
would be required of an ordinary prudent investor. The District has not reflected the 401(a) Plans'
assets and corresponding liability (if any) on the accompanying balance sheets.
(e) Post Employment Health Care
The District began providing Post Employment Health Care on January 1, 2000 to all employees,
and their qualified dependents that retire from the District on or after attaining age 60 with service of
at least 20 years. The board of directors of the District retains full authority to set the provisions and
contribution obligations related to this benefit. For years worked which are less than 20, the benefit
is reduced by 5% for each year. For retirement prior to age 60, the benefit is reduced by 2% for each
year. Currently five individuals meet those eligibility requirements. The District pays insurance
premiums for medical, dental, and prescription drugs. Expenditures for post employment health care
benefits are recognized when premiums are paid. The cost of post employment health care was
$28,349 and $17,673 for 2003 and 2002,respectively.
27 (Continued)
DRAFT 6/4/2004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31, 2003 and 2002
(11) Segment Disclosure
The District has issued revenue bonds to finance water and electric distribution facilities. During 2003, the
District also issued special tax bonds secured by tax revenues. Each project has an external requirement to
be accounted for separately, and investors in the revenue and special tax bonds rely solely on the revenue
generated by the individual projects for repayment. Summary financial information as of and for the years
ending December 31, 2003 and 2002 for each project is presented below.
Balance Sheets
2003 2002
Old
Electric Water Greenwood Electric Water
Assets
Current assets S 6,364,255 2,787,538 — 6,745,341 2,113,536
Non-current assets:
Capital assets,net 19,281,281 41,988,334 — 15,504,381 35,769,551
Restricted assets 3A63,712 15,603,736 2,612,767 664,046 15.010,236
Other assets 2,030,162 1,173,330 174,938 143,896 1,219,614
Total non-current assets 24,775,155 58.765,400 2,797,705 16,312,323 51,999,401
Total assets S 31,139A10 61,552,938 2.787,705 23,057,664 54,112,937
Liabilities and Net Assets(Deficit)
Current liabilities S 4,178,289 11,679,338 — 28,413,741 11,871,637
Non-current liabilities:
Long-term debt,net of
current portion 25,607.104 15,694,944 12.287.705 2,455.028 16.396,317
Other liabilities 3,594.770 1,942,292 — 2,129,921 3,686,848
Total liabilities 33,380,163 29,316,574 12,287,705 32,998,690 31,954,802
Net assets(deficit):
Invested in capital assets,
net of related debt 18,685,593 17,118,808 (9,500,000) 14,804,659 10A37,347
Restricted for debt service 601,072 13,130,852 — — 13,751,948
Restricted for other 867,641 1,449,806 — 392,709 324,050
Unrestricted (22,395,059) 536,898 — (25,138,394) (2,355,210)
Total net assets(deficit) (2,240,753) 32,236.364 (9,500,000) (9,941,026) 22,158,135
Total liabilities and
net assets S 31,139,410 6L552.938 2,787,705 23,057,664 54,112,937
28 (Continued)
DRAFT 6/4/2004 12:25 PM
s
TRUTCKEE DONNER PUBLIC UTILITY DISTRICT
Notes to Financial Statements
December 31,2003 and 2002
Statements of Revenues,Expenses and Changes in Net Assets
2003 2002 '
Old
Electric Water Greenwood Electric Water
Operating revenues:
Sales to customers S 14,256,511 6,508,637 — 12,891,095 5,7191245
Other operating revenues 2,015,369 776,067 — 1,853,732 639,394
Operating expenses (11,166,634) (5,293,442) — (15,480.588) (4,761,448)
Depreciation ( ) ( )
408,703 972,836 — (737,934) (774,047)
— 1,345 (265,321)
Non-operating revenues(expenses) 519,779 3,418,162
income(loss)before
capital contributions
and special item
4,816,322 4,436,588 — (1,472,350) 557,823
Capital contributions 2,883,951 5,641.641 (9,500,000) 259,036 10,449,979
Special item: —
Contract settlement expense — — — (26,OOQ000)
Change in net assets 7,700,273 10,078,229 (9,500,000) (27,213,314) 11,007,801
Total net assets(deficit)-
beginning of year
9,941,026) 22,158,135 — 17,272.288 11,150.334
Total net assets(deficit)- 158,135
end of year S (2,240,753) 32,236,364 (9,500,000) (9,941,026) 2 2s
Statements of Cash Flows
2003 2002
Old
Electric Water Greenwood Electric Water
Net cash provided by(used in):
Operating activities $ (19,891,481) (313,572) — 979,274 7,108,918
Non-capital financing activities 25,633,032 — — —
Capital and related financing
activities (3,591,933) 1,583,003 2,612,761 (488,523) (965,952)
Investing activities 75,373 575,485 — 175,149 598,100
Net increase in cash and
cash equivalents 2,224,991 1,844,916 2,612,767 605,900 741,066
Beginning cash and cash equivalents 4,945,049 3,276,542 — 4,339,149 2,535,476
Ending cash and cash equivalents S 7,170,040 5,121.458 2,612,767 4,945,049 3,276,542
29 (Continued)
DRAFT 6/412004 12:25 PM
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
s
Notes to Financial Statements
December 31, 2003 and 2002
s
`s
i
(12) Contingencies
The District is one of a group of approximately 50 utilities involved in a matter relating to the disposal of
small amounts of PCB wastes at two sites. The clean up of the two sites falls under the federal EPA
Superfund Program. The District believes it has resolved this matter with the EPA, with the District
funding its portion of the cleanup expenses, as long as expenses do not exceed $60,000,000. If cleanup
expenses exceed $60,000,000, the District will be liable for their portion of the additional cost. The
District's management believes that it will not incur any additional liability.
30
DRAFT 6/412004 12:26 PM
Exhibit 1
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Divisional Combining Balance Sheet
December 31,2003
(Unaudited-See accompanying independent auditors'report)
Electric Water Old
Assets Operations Operations Greenwood Eliminations Total
Cunent assets: S 3,706,328 1,392,874 — — 5,099.202
Cash and cash equivalents 2,059,060 911,845 — (68,575) 2,904,330
Accounts receivable 423,592 128,088 — — 551,670
Materials and supplies 175,285 352731 - — 528,016
Prepaid expenses and other current assets
6,364255 2,787,538 — (68,575) 9,083,218
Total current assets
Non-current assets: 19,291,281 41,988,334 — — 61,269,615
Capital assets,net — 610,000 — — 610,000
Land held for sale
Restricted assets: 3,463,712 3,728,584 2,612,767 9,805,063
Cash and crash equivalents 809,470 808,470
Investments 11,066,682 — — 11,066,682
Special assessment receivable -�- 2,768,430
Other assets 2,030,162 563,330 174,938
Total non-current assets
24,775,155 58.765,400 2,787,705 — 86„329,260
$ 31.139,410 61,552,938 2,787,705 (68,575) 95.411,478
Total assets
Liabilities and Net Assets(Deficit)
Current liabilities: S _.. 9,980,000 — — 9,980,000
Lines of credit 1,805-191 704,787 — — 2,509,978
Current maturities of long-term debt — 68,575 1,807,925
Accounts payable 1,187,36 652,321 ( _) 239,684
Customer deposits 603,905 28,61 - 732,515
Accrued interest 337.659 191,291 __ 518,950
Accrued payroll 3;SZ65) 187,2)1
Total current liabilities 4,178,289 11,679,338 - (68,575) 15,789,052
Non-current liabilities: 25,607,104 15,694,944 12,287,705 — 53,589,753
Long-term debt 3,594,770 1.942,292 — — 5,537,062
Deferred revenue
Total non-current liabilities
29,201,874 17,637,236 12,287.705 — 59,126,815
Total liabilities 33,390,163 29,316,574 12,287,705 (69,575) 74,915,867
Net assets(deficit): r - - 26,304,401
Invested in capital assets,net of related debt 18,601,072 13,130,852 (1.500,000)
601,fY72 13,13Q852 13,731,924
Restricted for debt service 867,641 1,449,906 — — 2,317,447
Restricted for other (21,858,161)
Unrestricted (22,395,059) 536,898 -- --
Total net assets(deficit)
(2,240,7531 32,236,364 (9,500,000) — 20,495,611
Total liabilities and net assets(deficit) $ 31,139,410 61,552,938 2,787,705 (68,575) 95,411,478
31
DRAFT 6/4/2004 12:26 PM
Exhibit II
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
Divisional Combining Statement of Revenues,Expenses and Changes in Fund Equity
Year Ended December 31,2003
(Unaudited—See accompanying independent auditors'report)
Electric Water Old
Operations Operations Greenwood Eliminations Total
Operating revenues: __ --_ 2Q,765,148
Sales to consumers $ 14,256,511 6,508,637
lnterdivisimral sales 1,566,049 1,110 — (1,567,159)
171,687
Standby fees 22,827 148,860 — 454938
Connection fees 219,829 235,109
Other 206,664 390,988 -- --- 597,652
Total operating revenues 16,271,980 7,284,704 — (1,567,159) 21,989,425
Operating expenses Power purchases 7,497,730 1,288,435 (1,243,717) 7,542,448
-
Operations and maintenance 1,624,574 2,582,926 — 4,207,500
Administrative and general 1,540,878 1,166,604 (323,442) 2,384,040
Consumer services 503,452 255,477 — 758,929
Depreciation 808,703 972,836 -- — 1,781.539
Total operating expenses 11,975,337 6,266,278 — (1,567,159) 16,674,456
Operating income
4,296,543 1,018,426 — 5,314,969
Non-operating revenues(expenses): 650,776
Income from investments 75,373 575,403 — -
Interest ex ense (1,169,990) (877,934) — — (2,047,924)
p 1,549,174 3,720,693 ---. — 5,269,867
in Gain sale of capital assets -_ 65,222
Other income 65,222 — —
Total non-operating revenues 519,779 3,418,162 -- 3,937,941
Income before capital contributions 4,816,322 4,436,588 -- — 9,252910
Capital contributions,net 2,883,951 5,641,641 (9,500,000) -- (974,408)
Change in net assets 7,700,273 10,078,229 (9,500,000) — 8,278,502
Net assets(deficit),beginning of year (9,941,026) 22,158,135 — — 12,217,109
Net assets(deficit),end of year S (2,240,753) 32,236,364 (9,500,000) — 20,495,611
32
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KPMG LLP
Suite 3800 Teiephone 503 221 6500
�300 South VVest Fifth Avenue Fax 503 820 6565
Portlaixd, OR 97201
April 9, 2004
Board of Directors
Truckee Donner Public Utility District
Truckee,California
Ladies and Gentlemen:
We have audited the financial statements of Truckee Donner Public Utility District (the District), for the
year ended December 31, 2003. and have issued our report thereon dated April 9, 2004. In planning and
performing our audit of the financial statements of the District, we considered internal control in order to
determine our auditing procedures for the purpose of expressing our opinion on the financial statements.
An audit does not include examining the effectiveness of internal control and does not provide assurance
on internal control. We have not considered internal control since the date of our report.
During our audit, we noted certain matters involving internal control and other operational matters and
have presented below a recommendation for your consideration. This recommendation, which has been
discussed with the appropriate members of management, is intended to improve internal control and result
in operating efficiencies and is summarized as follows:
FINANCIAL ACCOUNTING AND REPORTING POSITION
Observation/Recommendation
During the current year audit, the District required significant assistance from KPMG, in relation to the
accounting for certain fiber transactions, as well as implementation of the reporting requirements of GASB
No. 34. With the increasing complexity of accounting and reporting mlemaking as well as the District
entering into more complex accounting transactions, we recommend the hiring of an accounting
professional with technical accounting expertise. This position should require a strong accounting and
financial reporting background,preferably with governmental accounting experience.
Ll� IS US
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Board of Directors i
Truckee Donner Public Utility District
April 9, 2004 f
Page 2
s
Our audit procedures are designed primarily to enable us to form an opinion on the financial statements,
and therefore may not bring to light all weaknesses in policies or procedures that may exist. We aim,
however, to use our knowledge of the District's organization gained during our work to make comments
and suggestions that we hope will be useful to you.
We would be pleased to discuss these comments and recommendations with you at any time.
This report is intended solely for the information and use of the board of directors, management, and others
within the organization and is not intended to be and should not be used by anyone other than these
specified parties.
Very truly yours,
K PMC, LLP
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* Engagement Partner — Tim McCann
* Concurring Partner — Kathy Porterfield
* Engagement Manager — Holly Grennan
* Engagement Senior — Erin Rice
-------------
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Key Areas of Emphasis
Key Processes and Controls Areas Including Judgments and
Revenue Generation Estimates
Procurement and Contract - Accounts Receivable Reserves
Management
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- Financial Reporting
-- Risk Management Significant Events
Significant Account Balances Commitments
-- Cash and Investments Fiber transactions
- Receivables - Implementation of GASB No. 34
- Capital Assets
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Standards in the United States of America
Significant Accounting Policies and Unusual Transactions.
Management Judgments and Accounting Estimates
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Interest Through independence,integrity,Ethics,Objectivity and Quality
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vide our services In an ethical and independent manner Our partners
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and our quality controls, including the national support provided to
KPMG engagement seams, allow our professionals to meet the high
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Importantly, the paper describes now the regulations introduced by
the,Sareanes Oxley Act at 2002 affect certain of these guarty control
policies and procedures. You will learn what our firm is doing to
embrace these regulations and discover how we are evo!vtng to
address future changes.
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Chairman and Chief Executive —
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In July 2002, President Bush signed the Sarbanes-Oxley Act{Act)into THE P it B'L 3 r O;.a'tr P A HS V
law, permanently transforming the landscape for public companies, A C CI G U N T I N ax O V r R *S; G H T BOARD
their management and audit committees, and the audit firms that On April 25, 2003, the SEC officially recognized that the Public
report on the financial statements of these companies, Subsequently. Company Accounting Oversight Board hrCAOB) was appropriately
the Securities and Exchange Commission(SEC)proposed and issued organized to carry out its functions for regulating accounting firms.
a substantial number of rules to implement the provisions of the Act, The Act requires any accounting firm auditing public comparie's to
some of which are still evolving. register with the PCAOB, which will be responsible for establishing
audit, independence, ethics. and quality control standards relating to
The new legislation and the rules implementing the provisions of the the preparation of audit reports by the registered accounting firms. In
Act have driven changes in certain of our policies and procedures, addition, the PCAOB will perform inspections of registered public
including those relating to: accounting firms, and conduct investigations and disciplinary pro,
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• Partner rotation ceedings. KPb7G is implementing internsl procedures, as necessary
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• Compensation of audit partners PCAOB.This paper, which provides a summary of our quality control
S • Provision of non-audit services policies,will be submitted as part of our reg(s#ration application to the
• Retention of audit work papers PCAOB, and it will be available to the investing public.
• Reporting to audit committees
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BACKGROUND AND O€2'.,;+ NIl Z.ZATiON F2BSK lMin`. N AGEMENT AND QUALST`?
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f✓�+. :. is designed to meet the requirements of the AICPA and the rules KPMGb Vice Chair--Risk and Reau!atory Matters leads quality and risk
zz issued or transitional standards adopted by the PCAOB.This system management for the firm.The following groups support this individual,
encompasses the firrho organizational structure and the policies and
F, '.. procedures established to provide the firm with reasonable assurance Risk Management Steering Gmup
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liyz ! of compliance with professional standards, the Act, PCAOB rules, The Risk Management Steering Group has ultimate responsibility for
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:; Independents, integrity, ethics,and objectivity
• Personnel management, including training and professional devel- This steering group, chaired by the Vice Chair—Risk and Regulatory
opment Matters, consists of partners in charge from each of the firms func-
-.` • Acceptance and continuance of clients and engagements tionaf groups: Assurance and Advisory Services, Tax Services,
• Engagement performance Department of Professional Practice,Firmwide Security, Government
• Monitoring Affairs, and the Office of General Counsel..
To support this system, KPMG maintains a structure to help ensure Risk Management Partners and Professional Prectice Partners
compliance with the firm's risk management and quality control poll- In each of our six geographical areas (Northeast, Mldatianec, South
�K
ties and procedures. However, risk management and quality contra east, Midwest, Southwest, and Western) there is a designated area
are not sYmply the jurisdiction of one national group.KPMG views risk risk management partner, and associated business units have a pro
r.K management and quality control as the responsibility of every KPMG fesslonal practice partner.These partners are responsible for providing _
partner and employee. Inherent in this res onstert rs understanding risk management and ua r y leadership in their respective en rah -
^�`-_;; pP-� Y `- 9 g q' i` G p g -g p -
and adhering to KPMG s policies and associated procedures as well ical areas or business units and for directing adherence to firm policy
as using vigilance In their application, and professional standards.Their roles are to it) assimilate informa-
rf ton pertaining to the professional risks of the firm, (2) take steps to -
R. E C E 3m T D E tit E L!c>Red E N T 5 provide reasonable assurance that firm and professional policies are
To help ensure that our risk manager.;ent and quality control functions being followed, and Vl)improve firm policies. _
Sri are fully independent and objective, the firm has separated risk man-
agement and quality oversight from its business management actin- Department of Professional Practice—Assurance -
°3 ity. Risk management is now under the leadership of the Vice DPP—Assurance is a group of approxmatid 100 partners, duet- k
Chair—Risk and Regulatory Matters,who reports directly to the firms tors,senior managers, and other professionals dedicated to providing
chairman. The Department of Professional Practice—Assurance, support to the firm"s profes_siona!s#n meeting their professional respon-
t
including the Professional Practice Group, the Risk Management sibila es in the areas of accounting.SEC reporting matters,auditing and -
`` Group, and the Ethics and Compliance Group: the Department of
Professional Practice—Tax, and the Office of General Counsel report _
- to the Vice ChairRsk and Regulatory Matters.
Y'v
QUALITY CONTROi
EUEMCN T S
.: The following summarizes the quality control policies and procedures • Audit partners are required to periodically rotate assignments on
established by KPMG to provide the firm with reasonable assurance audit clients.
that its personnel are conforming to professional standards. • The lead audit engagement partner approves all non-audit services
provided to public company audit clients and their affiliates and
i N D E R E N 0 E N C E, i N T E G R d T V, E T H P C S, obtains pre-approval from the audit committee.
A I1dD 0 B 1ECT IV;—r V
To ensure KPMG`s independence,integrity,ethics,and objectivity,the Independence Monitoring
• firm,its partners and management group,and the personnel assigned KPMG monitors compliance with its investment policies through an
3,
to each engagement mast be free from financial interests in and pro- integrated, Web-based, automated independence tracking system.
s" niched relationships with the client, its management, its directors, This system contains an inventory of public companies and their affPl-
and its significant owners. Our poodles help ensure that all KPMG chic&and the securities they have issued. it also includes an inventory
partners and employees act with integrity and objectivity, perform of KPMG public audit clients and their affiliates (restricted entitles),
their work with diligence, and comply with applicable laws, regula- firm investments, and other relationships that must be reviewed
v» bons, and professional standards at all times. before KPMG accepts a new client. A dedicated independence corn-
chance group continuously updates this inventory.Audit engagement
k<;
KPMG has established processes that communicate independence teams must confirm that their SEC audit clients, including publicly
policies and procedures to personnel. We require our personae! to traded affiliates, and all related securities are recorded on the inde-
adhere to applicable independence requirements and ethical standards, pendence system and are appropriately categorized as restricted
investments.
Our independence policies meet the standards promulgated by the
PCAOB, SEC, AICPA, independence Standards Board (ISE), General Before purchasing a security, partners and managers must use the
Accounting Office{GAO,,and all other applicable regulatory bodies- lndependenca tracking system to determine if the investment is
restricted. Partners and managers also must report all new individual
k Certain of these policies state that: investment holdings within 14 days of making an investment transac
• Each professionals is responsible for maintaining his or her personal ion. If a security becomes restricted at a later date, individuals who
independence. have reported holdings of such securities receive automatic notification
• Partners,managers,and those providing professional services may that they must set!the restricted investment within five business dayso
not have direct or material indirect investments in audit clients and -
their affiliates. The firm requires the Vr,eb-based system to be searched before a loan -
-^ • Certain other Fnanckii miationships {e-g., loans, credit cards, and is obtained to ensure that partners and managers do not undertake -
brokerage accounts!are either prohibited or sub;e n to limitations, loans with prohibited#enders.Likewise,the system includes informs- _
• Close family members of current KPMG emp!ayses may net held podr.o restrictions surrounding other financial relataonshlps, such as
certain accounting and financial reporting roles within audit clients prohibited brokerage firms.
and their affiliates.
• Former KPMG professionals may join certain public company audit The firm also requires all professionals to affirm their Independence
clients in a financial reporting oversight role only after an a ppropri- using an electronic affidavit system_This affidavit is signed upon hire,
ate waning period- every year threaded, and at key promotions. In addition,the affidavit -
t-;i
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...... ........... .. ....... ....................... ..............
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* Consultations with other accountants When a former professional of the firm;Dins a client within one year
- Major issues discussed with management prior to retention of disassociating from the firm and the individual has significant inter-
- Difficulties encountered in performing the audit action with the audit room, the succeeding audit work undergoes a
* Significant written communications between the auditor and man- separate review by a KPMG professional.This review is conducted to
agement ensure that the engagement team maintains the appropriate profes-
- Fees from management advisory services sional skepticism when evaluating the representations and work prod-
not of the former professional.The extent and depth of the review
For SEC companies, these communications are required to occur procedures vary based on the former professional's position within
prior to the company filing its audited financial statements with the the entity and other facts or circumstances that would heighten or
SEC or obtaining a consent from the independent auditor to incorpo- mirtigate any potential impairment of independence, if the former pro-
rate its audit report on audited financial statements. As noted, any fessional was a partner with KPMG, additional review requirements
ty written communications discussing material matters between man- apply.Professionals accepting an accounting role or a financial report-
agement and the auditor must also be provided to the audit commit- ing oversight role with a client must settle all financial relationships
tee to facilitate the committees oversight of the work of the auditor. with the firm,
Our policies and procedures have been modified to meet the require-
menu of the new SEC roles and anticipated PCAOB standards. Firm,policy states that a partner, prior to and for one month following
separation from the firm,shall neither negotiate for nor accept a posi-
rt Poll tion of any kind with any client of the firm without the permission of
fie
KPMG professionals engaged in discussions or negotiations regarding KPMGo chairman, After separation from the firm, a partner may not
Q
possible employment with an audit client in an accounting or financial accept a position of any kind with a client of the firm if the partner
reporting oversight role are immediately removed from the audit was,during the preceding two years, closely associated with the pro
engagement Upon removal of a profess.onsaf from the audit engage- boscmai services rendered by the firm to that client Furthermore,
ci
ment, the firm reviews the removed individual's work to assess after separation a partner shaft not accept a position with a client if in
whether the person exercised appropriate skepticism and compiled doing so the partner would impair the firm's independence with
with professional standards while isturiong on the audit engagement. respect to the client.
x
o3 if a professional accepts employment with a client, the ongoing Underthe Act and the SEC's new rules,the firm's independence filli,
engagement team gives active consideration to the appropriateness an SEC audit client would be impaired if a former engagement team
or necessity of modifying the audit procedures to adjust for risk of on member is employed by an audit client at the issuer level(e,g,,parent
cumveritiorr by the forms,, professional of the firm when a former company) in a financial reporting oversight role within the "cooling-
professional of the firm loins a client and will have significant riterac- off" period.The cooling-off period begins the day after the Chen,files
con with the audit team, the firm takes appropriate steps to provide its annual report with the SEC for the fiscal year during which the
that the existing audit team, members have the objectivity, expert- individual provided audit services and extends to the date the next
ence and stature to effectively interact with the former professional annual report is filed with the SEC.The firm has established policies
and the individuals work at the client, that require former professionals to observe the cooling-off period
before they join an SEC audit client,
5
+ _ K* R S£3 N I"f v E MANAGEMENT menu and selected audit work papers.These partners consult with
The firm's personnel management system encompasses the areas ich the engagement partner on technical matters and provide objective
rs
+ Recruiting and hiring insight into significant engagement issues.
+ Assignment, evaluation, and advancement
�+^ + Rotation of partners Rotation of Partners
Y
+ Performance evaluation and compensation to 2003 the SEC issued new rules pertaining to the rotation of certain
+ Development and training partners who serve on the audits of issuer. PreviousN. KPMG com-
+ Licensing plied with the membership rules of the SEC Practice Section(SECPS)
+ Supervision of the AICPA,whereby the audit engagement partner on a public com-
pany was resulted to rotate off the engagement after serving for
Recruiting and Hiring seven consecutive years, and was subject to a two-year "time-out"
i All candidates for professional positions submit resumes, are Inter- period after rotation._ in addition, that partner could not become the
viewed,and are subject to background checks during which information concurring review partner on the engagement for a period of two
provided is vertical through independent sources. Potential candidates years.A comparable profession-wide requirement for rotation of con-
dr
t' are provided access to the firms Web-based independence databases cutting review partners did not exist.
S
prior to joining the firm to check and confirm their independence.Any
independence or conflict of interest situations must be resolved before under the newly effective SEC rules, the lead audit engagement and
the individual can begin employment with KPMG_Newly hired profes- the concurring review partners must rotate after serving in a combi-
c ane s are also required to take a computer-based training program on nation of either of these roles for five consecutive years and are then ri
"o independence immediately after joining the firm, subject to a five-year time-out period after rotation, me of service In _
r`5
'rv'fh, the lead audit engagement and concurring review partner positions
Assignment,Evaluation,and Advancement prior to the effective date of the rule must be counted at the time the -
33 KPMG assigns an individual to specific engagements by evaluating his rotation requirement takes effect. All other audit partners who are
x' or her skill sets, demonstrated relevant professional and industry subject to the rotation requirements ie-g., lead audit partners on sig- -
experience, and the nature of the assignment or engagement. The nificant subsidiaries, other audit partners at the issuer level, and
area risk management partner or the business unit professi:nal prat- client-service partners)must state after seven years and are subject -
• tics partner approves partner assignments to clients-In certain sttua- to a tow-year time-out
P R_ p 9 y period. Previous years of service in these roles
tions,engagement partner assignment decisions may also involve the before the rotation requirement takes effect are not counted. -
r' industry vice cnair and the area managing partner. —
4-;
Our policies comply with the SECPS requirements and are revised to
As part of our process for assigning engagement personnel, each comply with the now SEC riles as they become effective.The audit
r> s
finanea!statement audit engagement is assigned a concurring review partner rotation pr ovisiors of the Act are subject to transition provi _
" partner in the case of public companies, an SEC reviewing partner} crone that will allow the completion of 2003 audits under the SECPS -
who performs an independent,impartial reading of the financial state- rotation requirements. -
s. ACCEPTANCE AND CONT11NUANCE Continuance Process
OF CLIENTS AND ENIGAGEME aft TS Each year engagement partners are required to review and evaluate
KPMG recognizes that rigorous client acceptance and continuance their existing and,-and attestation clients with their business unit pro-
policies are vitally important to the firm's ability to provide high-quality sessional practice partner.A client continuance evaluation is a process
ement pa
professional services,VVe have established policies and procedures for of formal approvals by various parties, including the area risk mam
o� a partner pi certain situations The obaactive of these annual
it 9
deciding whether to accept or continue a chard relationship, an
reviews is to identify those clients that may require additional evalua
Whether to perform a specific engagement for that client. tion procedures and those instances where we should discontinue
our professional association with the client.
Prospective Client Evaluation Process
Prior to acceptance of an audit client,a partner performs an evaluation
of the client and its principals, its business, and other servee-related Factors that might indicate additional evaluation procedures are her-
matters, as appropriate.This evaluation includes a background invest essary rodunhe, but are not limited to merits that after Our
gation of the entity and selected senior •management personnel * New legal, regulatory. or Professional require
reporting responsibilities and professional risks
ir acceptance process include, but - A significant change in the Palmer size, or structure of a client's
Factors considered during the client business
are not limited to:
• Client-related matters(financial strength, reputation, and character - A significant change in management
. Particular audit findings ie,g,, control weaknesses or proposed
of management personnel)
Business-related matters(Industry,products, and competitor) adjustments to financial statements)
Service-related matters (firm competency and technical risk asso-
KPMG uses a VVela-parsed toot to manage and control its client acres- o
dated with services requested)
•
independence-rebated matters(employment-related matters,firrarri- tance and continuance Process
f-g vial relationships investments,loans,and non-audit services)
V-11 E N G A G E M F N, T P E R F 0 R ifkll A N C E
-s
In addition to conducting public background checks on the prospective KPMG has established policies and guidance to ensure that the work
client and on influential individuals employed by the client, the firm performed by engagement personnel meets applicable professional
requirements, and the firm's standards of quai-
also investigates and evaluates potential independence and conflict of standards, regulatory
can be ity. Engagement performance encompasses all phases of the design
interest issues.if a potential independence or conflict issue ca
resolved of there are concerns about the risks involved with being and execution of so.engagement,including the firm's audit memodol-
respective client is declined. orly and the review. supervision, consultation, documentation, and
engaged by the prospective client,the P v
communication of audit results,
approval of the business unit
Prospective client evaluations require
ofoliessoual practice partner and the business unit partner in
charge, Business Measurement Process
I Public companies and certain other entities require additional Our Assurance&Advisory Services Center develops the methodologies
our audit process our Business Measurement Process
me,,and the Department that constitute
approvals by the area risk management pa
(Bidp`)serves as the foundation of our financial statement audit and is
of Professional Practice
holitated by area audit support teams that aid in its application.
Internal Inspection processes In December 2002 the SECPS Peer Review Committee formally
KPMG meets the iProce sey's monitonng requirement through the accepted the 2002 peer review report on KPMG's system of quality
y implementation e its interne! inspection, the Quality Perform control for our accounting and auditing practice. The peer review
report opinion was unmodified to"clean"Opinion),reflecting the Over-
Review Program.
' all high quality of our practice.As is customer,+,the report was accom-
f} panied by a letter of comment that set out certain findings and
components of that program include;
• Regular reviews of individual Partners following athree-year rotat- recommendations for improvement resulting from the review, We
considered each of the findings and recommendations to the report
ing schedule
colones and procedures inReviews by teams that are led by partners and comprise Individuals and implemented actions to strengthen our
' the matters that were specifically cited.We also conducted training
who have industry-specific knowledge
• Reviews by teams front geographical locations other than the loca- sessions for our audit crafesslonais to communicate to the findings and
u
tied of the office or area under review the actions the firm undertook to respond to such ch comments, The
• Reviews of general and functional controls, including indepen- peer review report and related documents are accessible through the
Bence, client acceptance and continuance, personnel evaluations, SECPSdSbb site ihttp:/lwww.a'cPa.org/members//div)secPsh-
£
5>z CPE compliance,Icansing, and work paper retention
• Provision of results of the review to geographic areas with the Public Company Accounting Oversight Board inspections
requirement that they prepare and Implement action plans based Beginning In 2003 the firm expects to be subject to the inspection
processes of the PCAOB,which w0l thereafter per' rm annual inspec
an the results
• by the tom
e of the firm.The PCAOB is currently writing and promulgating rules
Review and approval of firmwide results and action plans
pertaining to the procedures for such inspections.
Department of Professional Practice
Extemai Review of Independence Quality Controls
Peer Review _
f so As a member of the SECPS and to comply with hcerceng require- in 2002 the firm was subject to a review of its quality contra, policies
;. ments of state boards of accountancy and the GAO requirements. add procedures for independence At the request of the SEC. the
KPMG undergoes a triennial external peer review that is conducted by Transition Oversight Staff performed the review and .n December _
8: another Big Four firm and overseen by the Transition Oversight Staff.' 2002 issued!ts Report on the independence Quality Control Systems
of the Four Reviewed Firms{Big 3 Report)to the SEC.KPMG received
an unqualified report.The report can be accessed through the TOG
rated site{http'//s4,v ,aver_ightstaff_orgjl2_19,_02A.pdf}.
original,me r9v9ews were overseen by the pad1C Oversight Board (POB)and
5-»; its staff; howevW, the POS terminated its ea5tence in RAard-� 2002.
f Subsequent to that date,the staff of the PCB has carried out:ts oversight func-
f bens under agreement with the SEC and the Executive Committee of the
SECPS of the AICPA-Tha staff is knows:as theTranetfon Oversight Staff JOS}.
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=5 external reviews.The results and anor steps are communicated to and profess one ism of the audit engagement team were never gaes-
all professionals using written communications, training programs, tioned. n January 2002 the firm consented, without admitting or
qand meetines. denying fie facts,to ent,y of an order by the SEC censuring the firm
1 y in connection with the matter,The firm also agreed in take additional
G 0 u ::: Bt IS M E el i,a L 0 R 0 T H E R steps to enhance its already comprehensive independence policies
,r o and procedures, ail of which have been implemented
1.. -
# iA4C a t P,3 MZ
a
KPMG is not aware of any inquiry or investigation by governmental or • le January 2001 the SEC ordered KPMG to cease and desist from
professional authorities against the firm or any of Its partners that certain acts as a result of its findings that in 1995, KPMG lacked
K
might materially jeopardize the flrm's financial condition or its ability to Independence with respect to an audit client by virtue of the firm's
vs
fulfill its obligations as iraependenT auditor to its clients business relationship with an independent th'-rid party that per-
formed temporary management services for--.he client.The audit
'y
f i In the last five years, no inquiries or invesTgatiors by governmentalitself was not cha=ienaad, and there was no finding that the Hint
or professional authorities have raised issues that KPMG considers had engaged :n improper professional conduct.The SEC opinion
material to Its quality control or other procedures. Solely in the inter- overruled the opinion of its own administrative law judge who,after
est of completeness, however, KPMG notes the following regula- a trial, concluded that KPMG had acted professionally and in good
u..=
tort'actions: faith and that no sanctions against the firm were warranted.The
• As has been publicly reported, KPMG, along with numerous other SEC order became final in June 2002.
}
professional services firms, banks, law firms, and others, is being • In July 2002 the California Board of Accountancy(the Bond)issued
examined by the=internal Revenue Service regarding tax planning a decision regarding KPMG's audits of the financial statements of
go advice and services provided by the firm.A number of private civil Orange County, California, for fiscal years 1992 and 1993,following -
suits that have been 'Draught by various individual tax clients a nme-month triat in 2000 before an administrative law judge.While
regarding tax advice provided by the firm with respect to tax plan- forming no mi s ,tc=neni of the county's financial statements for
nirg also are pending. KPMG expects that these matters will be those years (wh,ch have never been restated! and no failure of
resolved with no impact on its ability to provide services those statements to comply vvtth applicable accounting principles
• In January 2003 the SEC filed suit against the firm, three current the Board nevertheless determined to sanction KPMG LLP and cer-
partners, and one former partner n connection with the firm's audits fain members of the engagement team for their role In the 1992
.. rt
of a former client-A fourth current paner was added to the suit and 1993 audits Thefirm has appealed the Board's decision,whist
in the fal; of 2003.The firm took extraordinary steps to fulfill its If believes is totally winoot merit-The Board's decision does not
ra
y. professional responsibilities as independent auditor, taking hard many way affect the frm's ability to provide audit services in
positions with the#ormer client, and doing exactly what the public Califorme or elsewhere.
g expects of an independent auditor_ The firm is confident that its posi-
tron and it of our partners and former partner will be vindicated.
_' • In December 2000, KPMG resigned as auditor to a family of mutual
and money marke' funds following the discovery of an inadvertent
and tsclated independence violation involving one of the funds.None
if ' of the chen--;s regulatory filings were affected, and the'mdependence