Pomona Public Financing Authority $11,370,000 Local Agency Revenue Bonds, 2005 Series AL Los Angeles County, California Dated: March 30, 2005 Base CUSIP + : 73208T 2013/14 ANNUAL CONTINUING DISCLOSURE INFORMATION STATEMENT AS OF MARCH 20, 2015 27368 Via Industria Suite 200 Temecula, CA 92590 T 951.587.3500 800.755.6864 F 951.587.3510 www.willdan.com/financial + Copyright, American Banker s Association. CUSIP data is provided by Standard and Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. The City takes no responsibility for the accuracy of such number.
City of Pomona List of PARTICIPANTS AGENCY Paula Chamberlain, Finance Director City of Pomona 505 S. Garey Ave. Pomona, CA 91766 BOND COUNSEL Jones Hall San Francisco, California DISTRICT ADMINISTRATOR DISCLOSURE CONSULTANT & DISSEMINATION AGENT Willdan Financial Services* 27368 Via Industria, Suite 200 Temecula, CA 92590 Phone (951) 587-3500 Fax (951) 587-3510 www.willdan.com/financial TRUSTEE Agnes Obando The Bank of New York Mellon Trust Company, N.A 400 South Hope St., Suite 400 Los Angeles, California 90071 (213) 630-6270 UNDERWRITER E.J. De La Rosa & Co., Inc. * In its role as Disclosure Consultant, Willdan Financial Services has not passed upon the accuracy, completeness or fairness of the statements contained herein.
I. INTRODUCTION Pursuant to an Official Statement dated March 17, 2005, the Pomona Public Financing Authority (the Authority ) issued $11,370,000 Local Agency Revenue Bonds, 2005 Series AL ( the Bonds ). Proceeds of the Bonds were used, along with certain other funds, (i) to acquire the City of Pomona s Refunding Improvement Bonds, Assessment District No. 294 (Rio Rancho Road - Old Pomona Road) (the District ) Reassessment and Refunding of 2005, Series AM ( the District Bonds ), (ii) to pay the costs of issuing the Bonds, (iii) to finance certain capital improvements in the City, and (iv) to fund a Reserve Account for the Bonds. Proceeds of the District Bonds shall be used to retire, in advance of their scheduled maturities, the City s outstanding Refunding Improvement Bonds City of Pomona, Assessment District No. 294 (Rio Rancho Road Old Pomona Road) Reassessment and Refunding of 1996. The City is located approximately 30 miles east of downtown Los Angeles, in the eastern portion of the County of Los Angeles, in close proximity to Orange, Riverside and San Bernardino Counties. The District, composed of approximately 85.79 acres, is located in the southwestern corner of the City of Pomona adjacent to the intersection of the Pomona Freeway (60) and the Corona Expressway (71). The Bonds are limited parity obligations of the Authority payable from and secured by certain revenues ( the Revenues ). The District bonds which secure the Bonds are payable from the unpaid Reassessments levied against property within the Reassessment District. The Bonds are not a debt of the City, the State of California, or any of its political subdivisions (other than the Authority) and neither the City, the State of California, nor any of its political subdivisions (other than the Authority) is liable. The Bonds do not constitute indebtedness within the meaning of any constitutional or statutory debt limit or restriction. This Annual Continuing Disclosure Information Statement is being provided pursuant to a covenant made by the City, on behalf of the Authority, for the benefit of the holders of the Bonds and includes the information specified in the Continuing Disclosure Certificate. For further information and a more complete description of the City, the District and the Bonds, reference is made to the Official Statement. The information set forth herein has been furnished by the City and by sources, which are believed to be accurate and reliable but is not guaranteed as to accuracy or completeness. Statements contained in this Annual Report which involve estimates, forecasts, or other matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. Further, the information and expressions of opinion contained herein are subject to change without notice and the delivery of this Annual Continuing Disclosure Information Statement will not, under any circumstances, create any implication that there has been no change in the affairs of the City, the District or any other parties described herein. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 1 of 7
THIS REPORT IS OF A FACTUAL NATURE WITHOUT SUBJECTIVE ASSUMPTIONS, OPINIONS, OR VIEWS AND MAY NOT BE RELIED UPON AS ADVICE OR RECOMMENDATION TO PURCHASE OR SELL ANY PRODUCT OR UTILIZE ANY PARTICULAR STRATEGY RELATING TO THE ISSUANCE OF MUNICIPAL SECURITIES OR PURCHASE OF FINANCIAL PRODUCTS. WILLDAN FINANCIAL SERVICES AND ITS EMPLOYEES (COLLECTIVELY "WILLDAN") DO NOT RECOMMEND ANY ACTIONS AND ARE NOT ACTING AS AN ADVISOR TO ANY MUNICIPAL ENTITY, BOARD, OFFICER, AGENT, EMPLOYEE OR OBLIGATED PERSON PURSUANT TO SECTION 15B OF THE EXCHANGE ACT. PRIOR TO ACTING ON ANY INFORMATION OR MATERIAL CONTAINED IN THIS COMMUNICATION, YOU SHOULD DISCUSS IT WITH APPROPRIATE INTERNAL OR EXTERNAL ADVISORS AND EXPERTS AND ONLY RELY UPON THEIR ADVICE. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 2 of 7
II. BOND INFORMATION A. PRINCIPAL OUTSTANDING District Bonds Outstanding As of June 30, 2014 As of September 3, 2014 AD No. 294 $3,750,000 $3,389,000 Authority Bond Outstanding As of June 30, 2014 As of September 3, 2014 Revenue 2005 Series AL Bonds $4,375,000 $3,915,000 No bond calls were performed in fiscal year 2013/2014. B. FUND BALANCES Fund As of June 30, 2014 As of September 3, 2014 Redemption Fund $0 $0 Reserve Fund $1,170,087 $1,144,558 * City holds Assessment and Prepayment monies in a separate account and transfers to Redemption Account for Debt Service Payments and Bond Calls when applicable. C. NON-ASSET BONDS Non-Asset Bonds As of June 30, 2014 As of September 3, 2014 Non-Asset Bonds $0 $0 To the extent the aggregate principal amount of the Bonds exceeds the aggregate principal amount of the District Bonds, plus amounts available in the Reserve Fund, such excess is referred to as Non-Asset Bonds. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 3 of 7
III. FINANCIAL & TAX REVENUE INFORMATION THE CITY S ANNUAL FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF S INTERPRETATION OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE CITY ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE BONDS AND THE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE BONDS. The audited financial statements for the City for the Fiscal Year ended June 30, 2014 will be separately filed with the Electronic Municipal Market Access system ( EMMA ) and are hereby incorporated by reference into this Annual Continuing Disclosure Information Statement. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 4 of 7
IV. OPERATING INFORMATION A. PREPAYMENT OF REASSESSMENTS There were no prepayments in Fiscal Year 2013/14. B. TOTAL ASSESSED VALUE AND REMAINING REASSESSMENT LIEN The following table lists the total Assessed Value and the Remaining Reassessment Lien for property in the Reassessment District. Percent of Total Property Owner Number of 2014/15 Total Remaining Remaining Parcels Assessed Value Assessment Lien (1) Assessment Lien REDEVELOPMENT AGENCY OF POMONA CITY 1 $0 $692,774 20.45% TARGET CORPORATION 1 7,433,596 590,482 17.43% POMONA CITY POMONA CITY 1 0 466,786 13.78% POMONA CITY 1 0 463,658 13.69% LCD RIO RANCHO TOWNE CENTER II LLC 1 3,416,000 339,105 10.01% LCD RIO RANCHO TOWNE CENTER LLC 3 3,523,925 274,144 8.09% MULHOLLAND INVESTMENTS LLC 1 5,295,277 158,024 4.66% AMBREEN ENTERPRISES INC 2 2,434,521 151,311 4.47% KARS HOLDINGS INC 1 2,100,000 126,849 3.74% MCDONALDS CORP 1 2,020,315 53,832 1.59% LCD RIO RANCHO TOWNE CENTER LLC LESSOR HAVADJIA 1 434,965 37,034 1.09% HOLDINGS INC LESSEE VERMEULAN PROPERTIES #4 LLC 1 1,370,658 34,074 1.01% Total 15 $28,029,257 $3,388,073 100.00% (1) Total Remaining Reassessment Lien is less than the Outstanding Bonds due to bond calls from prepayments. Source: Assessed Values Los Angeles County 2014/15 Property Roll, as compiled by Willdan Financial Services. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 5 of 7
C. PRINCIPAL PROPERTY OWNERS The following table lists the principal property owners whose remaining assessment liens are in excess of 5%. Property Owner Percent of Total Number of Remaining Remaining Parcels Assessment Lien Assessment Lien REDEVELOPMENT AGENCY OF POMONA CITY 1 $692,774 20.45% TARGET CORPORATION 1 590,482 17.43% POMONA CITY POMONA CITY 1 466,786 13.78% Pomona City 1 463,658 13.69% LCD RIO RANCHO TOWNE CENTER II LLC 1 339,105 10.01% LCD RIO RANCHO TOWNE CENTER LLC 3 274,144 8.09% Subtotal 8 $2,826,950 83.44% Individual Property Owners 7 561,124 17% Total 15 $3,388,073 100.00% D. DELINQUENCY INFORMATION There are no delinquent parcels in the District. No delinquency actions were taken by the City. E. FORECLOSURE STATUS The City of Pomona has covenanted with the Authority, as owner of the District Bonds, that it will order, and cause to be commenced, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any reassessment or installment thereof which has been billed, but has not been paid when due. The Treasurer shall commence, or cause to be commenced, such foreclosure proceedings within sixty (60) days of the making of any of the following determinations, which determinations shall be made not later than the October 1 st following a Fiscal Year: (1) If the Treasurer determines that there is a delinquency of a Reassessment of $3,000 or more for a prior Fiscal Year or Years for any single parcel or parcels of land; or (2) If the Treasurer determines that the total amount of delinquent Reassessments for the prior Fiscal Year for the entire District, less the total delinquencies under subsection (1) above, exceeds $50,000, foreclosure shall be commenced against each parcel of land in the District without regard to the amount of a delinquency for a particular parcel of land. For Fiscal Year 2013/2014, there were no delinquency actions taken by the City. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 6 of 7
AGGREGATE ASSESSED VALUE OF THE PROJECT AREA AND AGENCY REVENUES The table below details the assessed values of the Project Area and the Agency Revenues. TAX INCREMENT REVENUE (000's Omitted) 2013/14 2014/15 Real Property Value $3,217,934 $3,282,292 Real Property Value Growth (1) 64,359 65,646 New Value Added 0 0 Total Real Property Value $3,282,293 $3,347,938 Personal Property/SBE (2) 237,565 237,565 Total Merged Project Value 3,519,857 3,585,503 Less Merged Base Value (769,159) (769,159) Incremental Value $2,750,698 $2,816,344 Gross Tax Revenue 27,699 28,360 Unitary Tax Revenue 383 383 County Admin Charge at - 1.67% (469) (480) Estimated Appeal Tax Refund 0 0 Subtotal $27,613 $28,263 Amount in Excess of Cap (3) (943) (987) Net Tax Increment $26,670 $27,275 ERAF 0 0 Senior Lien Bond Debt Service (4) (965) (963) County Tax Sharing (5) (9,110) (9,464) Community College Tax Sharing (S Garey) (30) (31) Pomona USD Tax Sharing (S Garey) (191) (198) Estimated Statutory Pass Thru (SB211) (681) (753) Statutory Pass Through (2002 Annex only) (386) (410) Net After Senior Obligations $15,307 $15,456 Less: Housing Set Aside (6) 4,231 4,299 Tax Increment (Non-Housing) $11,076 $11,157 Existing Debt Service (7) 9,337 9,340 Remaining Tax Increment Revenues 1,739 1,817 Agency Share of Series AL Debt Service (8) 736 736 Source: Keyser Martson Associates, Inc.; E.J. De La Rosa & Co., Inc. as set forth in the Official Statement (1) Assumes inflation adjustments of 3%. Includes estimated Appeal Value reduction of $7,025,000 in FY 2005/06. (2) Includes estimated Appeal Value reduction of $8,585,000 in FY 2005/06. (3) $800,000 annual revenue limit on the Mountain Meadows Original and Annexed Project Areas, and $500,000 annual revenue limit on the Arrow Towne Project Area. (4) Debt Service on Senior Obligations. (5) Includes the Annual Grant and Deferral Amounts associated with the Southwest Project Area. (6) Net of housing portion of Senior Obligation debt service. (7) Includes non-housing portion on all outstanding bonds (excluding (4) above), and estimated ERAF Bond Debt Service. (8) Includes the Series AL debt service on parcels currently owned by the City or Agency. 2013/2014 Pomona PFA Revenue 2005 Series AL Page 7 of 7