VERRADO ASSEMBLY, INC. BUCKEYE, ARIZONA FINANCIAL STATEMENTS AND REQUIRED SUPPLEMENTARY INFORMATION YEAR ENDED DECEMBER 31, 2014

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1 BUCKEYE, ARIZONA FINANCIAL STATEMENTS AND REQUIRED SUPPLEMENTARY INFORMATION YEAR ENDED

2 TABLE OF CONTENTS YEAR ENDED INDEPENDENT AUDITORS REPORT 1 FINANCIAL STATEMENTS BALANCE SHEET 2 STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND BALANCE 3 STATEMENT OF CASH FLOWS 4 NOTES TO FINANCIAL STATEMENTS 5 REQUIRED SUPPLEMENTARY INFORMATION REQUIRED SUPPLEMENTARY INFORMATION ON FUTURE MAJOR REPAIRS AND REPLACEMENTS (UNAUDITED) 12

3 CliftonLarsonAllen LLP CLAconnect.com INDEPENDENT ACCOUNTANTS REVIEW REPORT Board of Directors Verrado Assembly, Inc. Buckeye, Arizona We have reviewed the accompanying balance sheet of Verrado Assembly, Inc., as of December 31, 2014, and the related statements of revenues, expenses and changes in fund balances and cash flows for the year then ended. A review includes primarily applying analytical procedures to management s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of the financial statements. Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 5 to the financial statements, management discovered certain unrecorded oversubsidies which resulted in the entity being required to record a due to founder of $242,276 which will be paid in As a result the beginning fund balance as of January 1, 2014 was reduced by the amount to correct beginning fund balance and a liability, due to founder, was recorded. Accounting principles generally accepted in the United States of America require that the information about future major repairs and replacements of common property on page 12 be presented to supplements the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Financial Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have compiled the required supplementary information without audit or review, and, accordingly, we do not express an opinion or provide any assurance on it. a CliftonLarsonAllen LLP Phoenix, Arizona October 29, 2015 An independent member of Nexia International (1)

4 BALANCE SHEET ASSETS Operating Replacement Fund Fund Total ASSETS Cash and Cash Equivalents $ 64,529 $ 157,416 $ 221,945 Assessments Receivable, Net 84,159-84,159 Prepaid Expenses 9,490-9,490 Due from Verrado Community Association 508, ,404 Total Current Assets 666, , ,998 PROPERTY AND EQUIPMENT Office Furniture, Fixtures and Equipment 3,021-3,021 Less: Accumulated Depreciation and Amortization (705) - (705) Net Property and Equipment 2,316-2,316 Total Assets $ 668,898 $ 157,416 $ 826,314 LIABILITIES AND FUND BALANCES LIABILITIES Accounts Payable and Accrued Expenses $ 160,603 $ - $ 160,603 Accounts Payable Related Party 44,454-44,454 Due to Founder 242, ,276 Assessments Received in Advance 90,403-90,403 Total Liabilities 537, ,736 FUND BALANCES 131, , ,578 Total Liabilities and Fund Balances $ 668,898 $ 157,416 $ 826,314 See accompanying Notes to Financial Statements. (2)

5 STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND BALANCES YEAR ENDED Operating Replacement Fund Fund Total REVENUES Member Assessments $ 822,653 $ - $ 822,653 Telecommunity Fees 1,398,185-1,398,185 Community Enhancement Fees 306, ,824 Maintenance Fees 53,804-53,804 Special Programs and Events 23,911-23,911 Interest Legal Fees 21,177-21,177 Builder Recreation Fee 38,250-38,250 Disclosure Fee and Miscellaneous 7,510-7,510 Total Revenues 2,672, ,672,831 EXPENSES General and Administrative 682, ,446 Community Building 246, ,132 Telecommunity Service 1,397,984-1,397,984 Repairs and Maintenance Contract Services 66,625-66,625 District Club Fees and Other Expenses 82,028-82,028 Total Expenses 2,475,941-2,475,941 EXCESS OF REVENUES OVER EXPENSES 196, ,890 Fund Balances - Beginning as Originally Reported 176, , ,964 Prior Period Adjustment (Note 5) (242,276) - (242,276) Fund Balances - Beginning as Restated (65,414) 157,102 91,688 FUND BALANCES - ENDING $ 131,162 $ 157,416 $ 530,854 See accompanying Notes to Financial Statements. (3)

6 STATEMENT OF CASH FLOWS YEAR ENDED Operating Replacement Fund Fund Total CASH FLOWS FROM OPERATING ACTIVITIES Cash Received from Assessments, Fees, Fines and Other Receipts $ 2,452,319 $ - $ 2,452,319 Cash Received from Interest Cash Paid to Vendors for Services (2,450,090) (2,450,090) Net Cash Provided by Operating Activities 2, ,746 NET INCREASE IN CASH AND CASH EQUIVALENTS 2, ,746 Cash and Cash Equivalents - Beginning of Year 62, , ,199 CASH AND CASH EQUIVALENTS - END OF YEAR $ 64,529 $ 157,416 $ 221,945 RECONCILIATION OF EXCESS OF REVENUES OVER EXPENSES TO NET CASH PROVIDED BY OPERATING ACTIVITIES Excess of Revenues Over Expenses $ 196,576 $ 314 $ 196,890 Adjustments to Reconcile Net Cash Provided by Operating Activities: Depreciation (Increase) Decrease in: Assessments Receivable, Net (10,950) - (10,950) Prepaid Expenses Due from Verrado Community Association (208,893) - (208,893) Increase (Decrease) in: Accounts Payable and Accrued Expenses 26,832-26,832 Accounts Payable Related Party (1,622) - (1,622) Assessments Received in Advance (152) - (152) Net Cash Provided by Operating Activities $ 2,432 $ 314 $ 2,746 See accompanying and Notes to Financial Statements. (4)

7 NOTES TO FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Activities Verrado Assembly, Inc. (Assembly) was incorporated as a homeowners association planned community according to the Planned Communities Act in the State of Arizona in October There are currently 2,432 residential units and 1,725 commercial units at the Assembly. The Assembly is responsible for enhancing a sense of community within the community of Verrado in Buckeye, Arizona. Fund Accounting The financial statements of the Assembly are prepared on the accrual basis of accounting, which recognizes revenue when earned, regardless of when received, and expenses when incurred, regardless of when paid. The Assembly s governing documents provide certain guidelines for governing its financial activities. To ensure observance of limitations and restrictions on the use of financial resources, the financial statements have been prepared using fund accounting. Financial resources are classified for accounting and reporting purposes in the following funds established according to their nature and purpose: Operating Fund This fund is used to account for financial resources available for the general operations of the Assembly. Replacement Fund This fund is used to accumulate financial resources designated for future major repairs and replacements. Liquidity Assets are presented in the accompanying balance sheet according to their nearness of conversion to cash and liabilities according to the nearness of their maturity and resulting use of cash. Cash and Cash Equivalents For purposes of the statement of cash flows, cash is defined as demand deposits and certificates of deposit with original maturities of three months or less. The Assembly maintains bank accounts with balances which, at times, may exceed federally insured limits. Member Assessments The Assembly s current policy is to assess each unit owner monthly, a fixed amount based on the annual budget determined by the board of directors ( board ). Each unit owner s assessment is based on a proportional fractional share of common element income and expense. Developer receivables are due from the developer, DMB White Tank, LLC, who is subject to monthly operating subsidies due to the Assembly in accordance with the Assembly s governing documents. Builder receivables are assessments due from home builders on unsold lots under construction or held for development purposes by the builder. (5)

8 NOTES TO FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Member Assessments (Continued) The Assembly accounts for receivables on the cost basis. Receivable are considered delinquent after 30 days, at which time the Assembly pursues collection. The Assembly s policy for homeowners 106 days or more delinquent is to retain legal counsel and place liens on the real properties of homeowners. Receivables are reviewed regularly and the Assembly establishes an allowance for doubtful accounts on receivables based on an estimate of accounts which will not be fully collected. Homeowner and builder accounts are written-off when either enters bankruptcy or foreclosure. The Assembly has receivables which are subject to significant concentration of credit risk. Homeowner receivables are all due from the Assembly s members, who reside within a relatively small geographic area. The Assembly has provisions to place liens on the real property. If these provisions fail, the Assembly could incur a loss equal to the receivables. Telecommunity Fees The Developer entered into a long-term agreement with a cable/internet provider (Provider) for the bulk purchase of high speed internet access at a discount rate. The fee for the service is included in the monthly assessment fees that are charged to each member and included in the assessment receivable. The Assembly then records the expense for the service based on a monthly billing provided by the Provider. The amount billed is based on the number of units the provider has made installations on. Commonly Owned Assets Real common property acquired by the Assembly is not capitalized because the properties are owned by the individual unit owners in common and not by the Assembly, therefore, its use and disposition by the Assembly s board is restricted. Common property not capitalized includes the trails, parks, landscape, and landscape rights-of-way. Income Taxes Homeowners associations may be taxed either as homeowner associations or as regular corporations. The Assembly files its tax returns as a regular corporation wherein membership income is exempt from taxation if certain elections are made and the Assembly is taxed only on its non-membership income, such as interest earnings, at regular corporate rates. The Assembly recorded income tax expense of $50 for the year ended December 31, The Assembly follows the income tax standard for uncertain tax positions. The Assembly evaluated its tax positions and determined it has no material uncertain tax positions for the year ended December 31, 2014, in accordance with applicable standards. (6)

9 NOTES TO FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Assembly is subject to a concentration of risk in the event of financial distress due to the current economic climate of the Phoenix metropolitan area housing market, which may affect the ability of the Assembly s members and builders to pay assessments. If assessments are unable to be collected, the Assembly s results of operations, financial position and cash flows could be adversely affected. Subsequent Events In preparing these financial statements, the Assembly has evaluated events and transactions for potential recognition or disclosure through October 29, 2015, the date the financial statements were available to be issued. NOTE 2 ASSESSMENTS RECEIVABLE Assessments receivable at December 31, 2014 consisted of the following amounts. Amount Homeowners $ 152,134 Builders 9,961 Other 2,500 Total 164,595 Less: Allowance for Doubtful Accounts (80,436) Assessments Receivable, Net $ ,159 NOTE 3 ASSESSMENTS RECEIVED IN ADVANCE Assessments received in advance totaled $90,403 at December 31, 2014 and consist of 2015 assessments received by the Association prior to January 1, (7)

10 NOTES TO FINANCIAL STATEMENTS NOTE 4 RELATED PARTY TRANSACTIONS During the year ended December 31, 2014, the Assembly had the following transactions with related parties: Management Fee and Expenses DMB Associates, Inc., a related party through common control, provides personnel to manage the operations of the Assembly. Payroll expense incurred in 2014, which was paid to the related party from the Assembly, amounted to $429,993. The Assembly had an outstanding payable to the related party at December 31, 2014 of $44,454. The Assembly also had amounts due from Verrado Community Association, Inc., an association related under common management, for assessments collected on behalf of the Assembly. This amount totaled $508,404. Lease Commitment The Assembly is under a joint occupancy operating lease agreement for office space that expires in The joint agreement is with related parties, Verrado Assembly and DMB Verrado District Core I Office, LLC. The Assembly has the option to renew the lease according to various requirements set forth in the lease agreement. The lease agreement requires escalating rent payments over the life of the lease which have not been deferred due to the amount being immaterial. In addition, the Assembly leases office space to Verrado Community Association, Inc. (Association), an association related under common management. At the inception of the original lease the Assembly and the Association were each responsible for 50% of the lease. Currently, that ratio is Assembly 15% and Association 85% due to most of the Assembly staff moving into The Center On Main. Future minimum lease payments under this commitment are as follows: Year Ended December 31, Amount , ,155 Total $ 126,361 Rent expense charged to operations was $9,612 for the year ended December 31, NOTE 5 CUMULATIVE FOUNDER CONTRIBUTION ADJUSTMENT In past fiscal years, the Founder, DMB White Tank, Inc., has made contributions to the Verrado Assembly, Inc. for any operating deficit experienced. The amount transferred to the Assembly, has at times, been in excess of required contribution amounts established in the governing documents for the community. As such, excess contributions in the amount of $242,276 will be reimbursed to DMB White Tank, Inc. in the fourth quarter of The beginning operating fund balance from January 1, 2014 will be restated in order to properly reflect the liability due to founder in the amount of $242,276. (8)

11 NOTES TO FINANCIAL STATEMENTS NOTE 5 CUMULATIVE FOUNDER CONTRIBUTION ADJUSTMENT (CONTINUED) The Founder obligation was determined as follows: Total Operating Fund Expenditures - Inception to December 31, 2014 $ 20,166,572 Less: Assembly Income other than Founder Funding - Inception to December 31, 2014 (18,792,871) Total Founder Funding Required 1,373,701 Less: Funding Provided by the Founder (1,615,977) Balance Due From (To) the Founder $ (242,276) The beginning operating fund balance from January 1, 2014 will be restated in order to properly reflect the liability due to founder in the amount of $242,276. Cumulative Affect of Application of Fund Balance as Cumulative Founder Fund Balance Previously Stated Contribution Adjustment As Restated Operating Fund $ 176,862 $ (242,276) $ (65,414) NOTE 6 FUTURE MAJOR REPAIRS AND REPLACEMENTS The Assembly has a fiduciary responsibility to accumulate funds for future major repairs and replacements but is not required to accumulate funds by statute or governing documents. Accumulated funds, which aggregate $157,416 at December 31, 2014, are held in a separate account and are generally not available for operating purposes. The Assembly s replacement fund is utilized to accumulate funds for capital expenditures and deferred maintenance by transfers to the fund in the annual budget. Deductions from the fund are recorded as costs as incurred to meet the objective for which the fund was established. In December 2010, the Assembly contracted with related party, Verrado Community Association (VCA), to have VCA maintain the Assembly property and to assess its members for the cost of such maintenance. A Reserve Study was performed with an effective date of January 1, 2013, by an independent appraisal company to estimate the remaining useful lives and the replacement costs of the common property components. The funding plan developed in the study is based on full funding. The Study was a combined study for both the Assembly property and the VCA property. (9)

12 NOTES TO FINANCIAL STATEMENTS NOTE 6 FUTURE MAJOR REPAIRS AND REPLACEMENTS (CONTINUED) The table included in the unaudited supplementary information on future major repairs and replacements is based on the estimates from the most recent reserve study of remaining useful lives and current replacement costs. Because funds are not accumulated by component, useful lives are estimated, and changes in replacement costs, amounts accumulated in the fund may not be adequate to meet all future needs for major repairs and replacements. In addition, the timing and amount of actual expenditures will vary and these variations may be material. When funds are needed for major repairs and replacements, the Assembly has the right to increase regular assessments, pass special assessments, or delay the repair or replacement until funds are available. (10)

13 REQUIRED SUPPLEMENTARY INFORMATION (11)

14 REQUIRED SUPPLEMENTARY INFORMATION ON FUTURE MAJOR REPAIRS AND REPLACEMENTS (UNAUDITED) In December 2010, the Assembly contracted with related party, Verrado Community Association (VCA), to have VCA maintain the Assembly property and to assess its members for the cost of such maintenance. The Board of Directors directed Great Boards, LLC to conduct an asset reserve study in January 2013 to estimate the remaining useful lives and the replacement costs of the components of common property. The Study was a combined study for both the Assembly property and the VCA property. Replacement costs were based on the estimated costs to repair or replace the common property components at the date of the study. The estimates were made from an inspection of the property at that time. The asset reserve study uses an assumption of 2.00 percent inflation. The following table is based on the 2013 asset reserve study and presents significant information about the components of common property. A summary of the replacement fund components as of December 31, 2014 is as follows: Estimated Estimated Remaining Future Replacement Useful Lives Replacement Fund Balance Components (Years) Costs December 31, 2014 Fencing $ 357,421 Ground Cover ,069,245 Irrigation and Landscaping ,209,378 Lighting and Electrical ,495,732 Painting ,495 Park and Furniture Equipment ,859,246 Plumbing Features ,385 Roofing Signage and Mailboxes ,140 Sports & Play Equipment ,545,961 Water Features ,765 VCC-Appliances ,631 VCC-Asphalts ,721 VCC-Cabinetry and Countertops ,764 VCC-Ceiling Fans and Lighting ,647 VCC-Courts, Decks and Flooring ,104 VCC-Electronic Equipment ,834 VCC-Elevator ,818 VCC-Fencing 20 44,612 VCC-Fitness Equipment ,676,862 VCC-Furniture ,738 VCC-HVAC and Plumbing Equipment ,544 VCC-Painting and Repairs ,638 VCC-Pools ,093 VCC-Remodeling 20 55,877 VCC-Signage 29 25,083 VCC-Wall and Window Coverings ,368 Total $ 18,507,104 $ 157,416 (12)

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