RULE 15c2-12 FILING COVER SHEET This cover sheet is sent with all submissions to the Municipal Securities Rulemaking Board (the Nationally Recognized Municipal Securities Information Repository) and any applicable State Information Depository pursuant to Securities and Exchange Commission (SEC) Rule 15c2-12 or any analogous state statute. Issuer Name: Town of Reading, Massachusetts Issue(s): $ $ $ $ $ $ 35,000,000 6,480,000 6,960,000 9,535,000 5,525,000 11,620,000 General Obligation School Bonds Dated 1/1/04 General Obligation Bonds Dated 1/1/05 General Obliation Bonds Dated 9/15/06 General Obligation Municipal Purpose Loan of 2007 bonds dated 11/1/07 General Obligation Municipal Purpose Loan of 2009 Bonds, Dated 8/1/09 General Obligation Municipal Purpose Loan of 2012 Bonds, Dated 3/22/12 Filing Format X electronic ___ paper; If available on the Internet, give URL:_______________ CUSIP Numbers to which the information filed relates (optional): X Nine-digit number(s) (see following page(s)): ___ Six-digit number if information filed relates to all securities of the issuer * * * Financial & Operating Data Disclosure Information X Annual Financial Report or CAFR X Financial Information & Operating Data ___ Other (describe) X Fiscal Period Covered: FYE 2012 ___ Monthly ___ Quarterly X Annual ___Other: * * * I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: /s/ Nancy Heffernan Name: Nancy Heffernan Employer: Town of Reading, Massachusetts Voice Telephone Number: (781) 942-6634 Email Address: [email protected] Title:Treasurer DESCRIPTION OF ISSUES COVERED BY THIS REPORT General Obligation School Bonds Dated 1/1/04 Date 03/15/14 $ Principal 1,670,000 $ 1,670,000 CUSIP 755417UF7 General Obligation Bonds Dated 1/1/05 Date 04/15/13 04/15/14 04/15/15 04/15/16 04/15/17 04/15/18 04/15/19 04/15/20 04/15/21 04/15/22 04/15/23 04/15/24 $ $ Principal 390,000 385,000 385,000 285,000 285,000 285,000 285,000 285,000 285,000 285,000 285,000 285,000 3,725,000 CUSIP 755417VA7 755417VB5 755417VC3 755417VD1 755417VE9 755417VF6 755417VG4 755417VH2 755417VJ8 755417VK5 755417VL3 755417VM1 General Obliation Bonds Dated 9/15/06 Date 04/15/13 04/15/14 04/15/15 04/15/16 04/15/17 04/15/18 04/15/19 04/15/20 04/15/21 04/15/22 04/15/23 04/15/24 04/15/25 04/15/26 04/15/27 $ $ Principal 235,000 235,000 235,000 235,000 235,000 235,000 235,000 235,000 235,000 235,000 235,000 235,000 160,000 150,000 150,000 CUSIP 755417VX7 755417VY5 755417VZ2 755417WA6 755417WB4 755417WC2 755417WD0 755417WE8 755417WF5 755417WG3 755417WH1 755417WJ7 755417WK4 755417WL2 755417WM0 3,280,000 General Obligation Municipal Purpose Loan of 2007 bonds dated 11/1/07 Date 11/01/13 11/01/14 11/01/15 11/01/16 11/01/17 11/01/18 11/01/19 11/01/20 11/01/21 11/01/22 11/01/23 11/01/24 11/01/27 $ $ Principal 455,000 455,000 455,000 455,000 455,000 390,000 390,000 390,000 390,000 390,000 390,000 390,000 1,170,000 6,175,000 CUSIP 755417WU2 755417WV0 755417WW8 755417WX6 755417WY4 755417WZ1 755417XA5 755417XB3 755417XC1 755417XD9 755417XE7 755417XF4 755417XJ6 General Obligation Municipal Purpose Loan of 2009 Bonds, Dated 8/1/09 Date 08/01/13 08/01/14 08/01/15 08/01/16 08/01/17 08/01/18 08/01/19 08/01/20 08/01/21 08/01/22 08/01/23 08/01/24 $ $ Principal 440,000 440,000 335,000 335,000 335,000 335,000 335,000 330,000 330,000 330,000 330,000 330,000 CUSIP 755417XT4 755417XU1 755417XV9 755417XW7 755417XX5 755417XY3 755417XZ0 755417YA4 755417YB2 755417YC0 755417YD8 755417YE6 4,205,000 General Obligation Municipal Purpose Loan of 2012 Bonds, Dated 3/22/12 Date 02/01/14 02/01/15 02/01/16 02/01/17 02/01/18 02/01/19 02/01/20 02/01/21 02/01/22 02/01/23 02/01/24 $ $ Principal 175,000 990,000 1,000,000 1,025,000 1,065,000 1,115,000 1,165,000 1,205,000 1,245,000 1,185,000 1,250,000 11,420,000 CUSIP 755417 YG1 755417 YH9 755417 YJ5 755417 YK2 755417 YL0 755417 YM8 755417 YN6 755417 YP1 755417 YQ9 755417 YR7 755417 YS5 ONTINUING ISCAL ISCLOSURE EPORT OR HE EAR NDED UNE GENERAL OBLIGATION DEBT FINANCIAL STATEMENTS The audited financial statements for the Town for the fiscal year ended June 30, 2012 are being separately filed directly with the Nationally Recognized Municipal Securities Information Repository and any applicable State Information Depository, and are hereby incorporated by reference into this Annual Continuing Disclosure Report. SIGNATURE OF ISSUER The information set forth herein has been obtained from the Town and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a promise or guarantee. This Annual Continuing Disclosure Report may contain, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The information and expressions of opinion contained herein are subject to change without notice, and the delivery of this Annual Continuing Disclosure Report will not, under any circumstances, create any implication that there has been no change in the affairs of the Town or other matters described. TOWN OF READING, MASSACHUSETTS /s/ Nancy Heffernan Nancy Heffernan Treasurer Approved for Submission: 03/18/2013 Date CERTIFICATE OF SUBMISSION OF ANNUAL REPORT Subject to the continuing disclosure requirements of SEC Rule 15c2-12, this Annual Continuing Disclosure Report for the Town of Reading, Massachusetts with respect to the issues listed on the report cover was submitted directly to the National Recognized Municipal Securities Information Repository (“NRMSIR”) listed below as well as to any applicable State Information Depository (“SID”). NRMSIR Municipal Securities Rulemaking Board ("MSRB") via the Electronic Municipal Market Access ("EMMA") system First Southwest Company Signed by: /s/ Henriqueta Da Costa Annual Report TOWN OF READING, MASSACHUSETTS For Fiscal Year Ended June 30, 2012 TOWN OF READING, MASSACHUSETTS /s/ Nancy J. Heffernan, Treasurer Filing Date: March 25, 2013 TOWN OF READING, MASSACHUSETTS Description The Town of Reading, incorporated as a town in 1644, is located in Middlesex County. It is bordered on the north by the Town of North Reading, on the south by the Town of Stoneham, on the west by the Town of Wilmington and the City of Woburn, and on the east by the Towns of Lynnfield and Wakefield. The Town occupies a land area of 9.9 square miles and, based on the 2010 Federal Census, has a population of 24,747. Local Government The Town is governed by a Representative Town Meeting and a five-member Board of Selectmen assisted by a Town Manager. Principal Executive Officials The following table sets forth the principal executive officials of the Town. Members of the Board of Selectmen are elected for staggered three-year terms. Office Name Board of Selectmen: Stephen Goldy, Chair John Arena James E. Bonazoli Richard W. Shubert Ben Tafoya Town Manager Peter I. Hechenbleikner Finance Director Robert W. LeLacheur, Jr., CFA Treasurer/Collector Nancy J. Heffernan, CMMT/CMMC Town Accountant Sharon M. Angstrom, CPA Town Clerk Laura A. Gemme Town Counsel Brackett & Lucas Term and Manner of Selection Elected, 3 year term Elected, 3 year term Elected, 3 year term Elected, 3 year term Elected, 3 year term Appointed by Board of Selectmen Appointed Annually Appointed Annually Appointed by Board of Selectmen Appointed Annually Appointed Annually Term Expires 2013 2015 2014 2013 2014 2013 2013 2013 2013 2013 2013 Municipal Services The Town provides general governmental services for the territory within its boundaries, including police and fire protection, public education in grades K-12, solid waste collection and disposal, library services and street maintenance. Water and sewer services are provided on an enterprise basis. The Reading Housing Authority currently owns and operates 108 units of elderly, low income and/or special needs housing in the Town. In addition, the Authority administers several state and federal rental assistance programs. Gas service is provided by established private utilities, and the Reading Municipal Light Department provides the Town's electric services. (See "READING MUNICIPAL LIGHT DEPARTMENT," below.) Water Supply and Distribution The Town of Reading is now a full-time member of the MWRA. Historically, the Town had acquired substantially all of its water from the Ipswich River Watershed area, and treated the water at the Town’s Louanis Water Treatment Plant. In May of 2006, Reading began seasonal (summer time) use of supplemental water from the MWRA, in order to reduce the stress on the Ipswich River basin. The Town received unanimous support from the MWRA Board of Directors for this supplementary seasonal use of MWRA water. In September 2006, the Town sold $3.18 million in 20 year permanent debt to finance this partial buy-in to the MWRA. In June 2006, at a Special Town Meeting, the Town decided to pursue full-time MWRA membership, and approved the $8.6 million in debt for related purposes. This was done after careful consideration of the financial factors over the long-term, the expected environmental impacts and the risks involved in ceding local control of the water supply. This decision to join the MWRA full-time was done without legal precedent. Legislation was filed on behalf of the Town to speed up the MWRA application process, and the Town subsequently negotiated an Administrative Consent Order (ACO) with the Massachusetts Department of Environmental Protection in consultation with the Executive Office of Environmental Affairs. The Town stopped drawing water from the Louanis Water Treatment Plant in the fall of 2006, and utilized 100% MWRA water under the terms of the ACO until receiving final approval from all parties in the fall of 2007. In November 2007 the Town sold $7.8 million of 20-year permanent debt to complete the full buy-in to the MWRA. The remaining $800,000 of authorized debt from June 2006, plus a $200,000 grant received from The Commonwealth of Massachusetts, plus newly authorized $450,000 of debt from June 2008, will help finance the demolition of the Louanis Water Treatment Plant, the design of a chlorine treatment system, and related work. This will complete all expected significant debt obligations of the water supply system in the Town of Reading for the foreseeable future. The Town’s water distribution system will incur modest amounts of debt in order to finance small (usually less than $1 million) water main repair projects. In accordance with the Town’s extensive 10-yr capital plan, this debt is expected to be issued for terms not to exceed five years in length. The Board of Selectmen, acting as the Water Commissioners, voted to increase the rate for water usage to $7.65/100 cubic feet effective as of the September 10, 2008 billing. Billing is done quarterly. This rate is intended to maintain full cost recovery from rates for the Water Department. Users receive a 10 percent discount if the bill is paid within 30 days; a 1.17 percent per month interest charge is added after 50 days. Unpaid water fees are liened to the real estate tax bill each year. The cost of operating is funded 100 percent by departmental revenues. For the September 2009 billing, the water rate was increased to $7.73/100 cubic feet. For the September 2010 billing, the water rate was increased to $8.03/100 cubic feet. For the September 2011 billing, the water rate was increased to $8.27/100 cubic feet. For the September 2012 billing, the water rate was increased to $8.96/100 cubic feet. In fiscal 2012, revenues (on a budgetary basis) totaled $5,272,557 and expenditures (on a budgetary basis) totaled $5,571,958. The Town used $750,000 in water funds to reduce rates and to offset added expenditures in FY12. The water reserve fund account balance was $1,177,777 on June 30, 2012. Sewerage System The Town of Reading is a member community of the Massachusetts Water Resources Authority (MWRA) sewage system. The Town has a distribution system consisting of twelve pumping stations and approximately 105 miles of gravity sewer mains that are tied into the MWRA system. The sanitary sewer system within the Town serves approximately 97 percent of the population. The Board of Selectmen, acting as the Sewer Commissioners, voted to increase the rate for sewer usage to $7.59/100 cubic feet effective as of the September 10, 2008 billing, with a 10 percent discount for bills paid within 30 days and a 1.17 percent interest charge per month for payment after 50 days. Billing is done quarterly. Unpaid sewer fees are liened to the real estate tax bill each year. This is intended to maintain full cost recovery for the Sewer Department. For the September 2009 billing, the sewer usage increased to $8.02/100 cubic feet. For the September 2010 billing, the sewer usage increased to $8.44/100 cubic feet. For the September 2011 billing, the sewer usage rate has increased to $8.57/100 cubic feet. For the September 2012 billing, the sewer usage rate has increased to $9.80/100 cubic feet. In fiscal 2012, revenues (on a budgetary basis) totaled $5,284,500, while expenditures (on a budgetary basis) totaled $5,133,278. The Town used $200,000 in sewer funds to reduce rates and to offset added expenditures in fiscal 2012. The sewer reserve fund account balance was $1,325,544 on June 30, 2012. Storm Water Management The Town of Reading is required by the United States Environmental Protection Agency (EPA) to develop a storm water management plan that reduces the discharge of pollutants into its storm water drain system and water ways. The Town is required to be in full compliance with the terms of its National Pollutant Discharge Elimination System (NPDS) Phase II permit by 2008 to meet federal and state mandates. The Town established a Storm Water enterprise fund in fiscal 2007 to provide a dedicated and adequate source of funding for its storm water management program. Single and two-family properties are billed a flat rate of $10.00/quarter. All other properties are assessed a storm water fee based on the total amount of impervious surface area on the lot. Impervious surface areas were measured using the Town’s mapping system (GIS). Buildings, driveways and parking areas were delineated from aerial photos. The surface area of these features were calculated and are assessed at a rate of $40.00/2,552 square feet (annually) for multi-family, commercial and industrial properties. The amounts appear as a separate charge on the quarterly water and sewer bill. 3 In fiscal 2012 revenues (on a budgetary basis) totaled $396,657 and expenditures (on a budgetary basis) totaled $222,871. The Town used $0 in sewer funds to reduce rates and to offset added expenditures in fiscal 2012. The Storm Water Management reserve fund account balance was $560,674 on June 30, 2012. Landfill The Town’s landfill ceased operations in 1982. The Town successfully negotiated and signed a purchase and sale agreement to sell the landfill site to Dickinson Development Corporation of Quincy, Massachusetts, on September 15, 2000. The sale was finalized on March 10, 2003. The project consists of a 135,000 square foot Home Depot, a 158,000 square foot Jordan’s Furniture store, and a Chili’s Restaurant in Phase 1. Phase 2 consisting of approximately 9 acres of the former Reading Landfill consists of approximately 70,000 square feet of retail space. The major tenants include Bank of America, Staples, Macaroni Grille, Starbucks, Bear Rock Cafe, and two smaller tenants. The final phase of construction of the landfill development (Walkers Brook Crossing) was completed in the fall of 2005, and all certificates of occupancy have been issued. All aspects of the closure and sale of the Reading landfill to Dickinson Development have been completed. The Town received from Dickinson Development the sum of $3 million for the sale of the Landfill. This sum had been held in escrow until certain capping benchmarks were met. By the end of 2003, $750,000 of the $3 million sale price had been released to the Town’s Sale of Real Estate fund. In 2006 the remaining $2,250,000 (plus accrued interest) of the Financial Assurance Mechanism (FAM) was released by the Massachusetts Department of Environmental Protection. Dickinson was responsible for all costs of closing and capping the landfill, which was over $4 million. In addition, the Town is required to guarantee to the Massachusetts DEP the post closure monitoring and maintenance of the landfill for up to 30 years. The developer, Dickinson Development, is in turn required to pay to the Town the payment of up to $40,000 (escalated by a 3% CPI per year) for that post closure monitoring and maintenance. As of June 30, 2008, June 30, 2009 and June 30, 2010, the Town held $94,488, $76,768 and $91,650, respectively, in post closure monitoring and maintenance funds, pursuant to the Administrative Consent Order, respectively. As of June 30, 2011, the Town held $68,142 in post closure and monitoring and maintenance funds, pursuant to the Administrative Consent Order. As of June 30, 2012 the Town held $73,611 in post closure and monitoring and maintenance funds, pursuant to the Administrative Consent Order. Additional Development Reading Woods, 1 Jacob Way – Reading Woods is a 24.8 acre site being developed by Pulte Homes of New England, LLC and is a redevelopment of a former office complex known as Addison Wesley. The former office use consisted of 208,000 square feet of vacant and dilapidated buildings and related parking. In total the project will include 424 forsale residential homes (208 age restricted and 43 low/moderate housing units as required under the 40R zoning district designation) that mostly are garden style condominiums with the exception of 16 which will be townhouses. The site was cleared of all former structures, and construction of the first phase of the project was completed. Phase I includes a clubhouse, a 50 unit building (in the 40R district), and 16 townhouses. Phase II has commenced. Calareso’s Garden Center, 80-100 Main Street – Calareso’s is an expansion and new construction of a stalwart local business that has outgrown its original home (several blocks away on South Main Street). The new development is a retail store that is more than 2.5 times larger, a greenhouse 2 times larger, and a parking area that provides double the capacity. E-cars, 281 Main Street – An electric car dealership has been developed in place of a former vacant, abandoned building on South Main Street that housed an artist shop. The project has been completed and the business opened at the end of 2011. Perfecto’s, 285 Main Street – A coffee shop/café is being planned for this former building that housed a tux shop. Construction is expected to commence in the spring of 2013. This replaces a vacant, abandoned fire site. MF Charles Building, 600 Main Street – A mixed use building, largely vacant with some active tenants. The redevelopment of the property will focus on the commercial retail areas located on the first floor. Upper story residential use will follow in a future phase. Construction is anticipated in the spring of 2013. The building is fully leased with first floor commercial tenants including a restaurant, bakery, frozen yogurt shop and clothing retailer. Oaktree, 30 Haven Street – a mixed use redevelopment of approximately 100,000 square feet with 20,000 square feet of first floor commercial/retail space and 80,000 square feet of both underground parking and upper level housing (53 units). This redevelopment replaces a former vacant, closed, downtown supermarket. This is the first project to be built under the Town’s Downtown Smart Growth District (40R). Construction was completed in late 2012. One business, a frozen yogurt shop, opened on the first floor. A restaurant is permitted to follow. 4 Education The Town's school system provides education for students in grades K-12. The Town operates five elementary schools, two middle schools and a high school, with a current total capacity of 4,400. In July of 1996, the Town issued $6,230,000 of Bonds for renovations to the Birch Meadow and Eaton Elementary Schools, which increased the combined capacity of the two schools from 850 to 1,200 students. In August 1997 and September 1998, the Town issued $5,478,000 and $7,750,000, respectively, of Bonds for the construction of a new Parker Middle School, with an area of 108,000 square feet, which is approximately 70 percent larger than the old building with an area of 62,700 square feet. Enrollment capacity was increased by 55 percent, from 400 to 620 students. Special features of the school include a new science lab, media center and gym, and complete renovation of the historic auditorium, with state of the art technology throughout. Construction was completed for fall 1997 enrollments. On March 12, 1998, the Town voted to authorize $9,000,000 for the remodeling and expansion of the Arthur W. Coolidge Middle School in order to meet projected enrollment needs. The expansion was completed in the Fall of 2000 and increased the total number of classrooms from 16 to 25 and the pupil capacity from 400 to 600. The Town received approval from the Massachusetts Department of Education for school construction grants equal to 66 percent of eligible projects cost, including debt service, for the Parker Middle School, Birch Meadow, Joshua Eaton and Coolidge Schools, subject to annual appropriation by the state legislature. In November of 1998, Town Meeting approved construction of a new (Wood End School at Sunset Rock) elementary school and renovations to the Barrows Elementary School. Town Meeting approval of the new school was reversed by the voters in a town-wide referendum vote on January 26, 1999. The same new school project was approved at the November 1999 Town Meeting and approved by the voters in a referendum on January 11, 2000. Total appropriations for the new Wood End School and Barrows School are $10,966,000 and $7.934 million, respectively. The Town has received state construction grants for the projects which will cover 59.79% percent of eligible costs, including interest on bond anticipation notes. On February 25, 2003, the Town voted to exclude debt service on $2,500,000 principal from the limitations of Proposition 2 ½ (the balance was retired with grant proceeds). The Wood End School at Sunset Rock opened in September 2004. The Barrows School was completed and opened in 2005. 5 Student Enrollments The following table sets forth actual and projected enrollments for the various schools attended by Reading students: Elementary Middle School Senior High Total 2008-09 2009-10 Actual 2010-11 2011-12 2012-13 Projected 2013-14 2,078 1,052 1,222 4,352 2,039 1,090 1,246 4,375 2,040 1,083 1,246 4,369 2,074 1,050 1,262 4,386 2,038 1,055 1,285 4,378 1,968 1,025 1,342 4,335 (1) Source: Superintendent of Schools (as of October 1 of each year). In addition to the above, the Northeast Metropolitan Regional Vocational School District provides vocational education for students in grades 9-12. As of October 1, 2012, the vocational school had a total enrollment of 1,250 of which 16 were from the Town of Reading. In addition to the above, the Minuteman Regional Vocational School District provides vocational education for students in grades 9-12. As of October 1, 2012, the vocational school had a total enrollment of 700 of which 4 were from the Town of Reading. Transportation The principal highways serving the Town are Interstate 93 and Interstate 95 (State Route 128). Other principal highways serving the Town are State Routes 28 and 129. Logan International Airport is located 15 miles southeast of the Town. Commuter rail train service is available from Reading to North Station in Boston. Industry and Commerce The Town of Reading is a residential suburb of Boston. In 2011, 582 firms were located in Reading, with a total annual payroll of $275,254,492, as reported to the Massachusetts Division of Employment and Training. 6 Employment by Industry The following table presents a breakdown of the major categories of employment for the Town: Due to reclassification the U.S. Department of Labor now uses the North American Industry Classification System (NAICS) as the basis for the assignment and tabulation of economic data by industry. Industry 2007 Construction Manufacturing Trade, Transportation & Utilities Information Financial Activities Professional and Business Services Education and Health Services Leisure and Hospitality Other Services Total Employment Number of Establishments Average Weekly Wages Total Wages 2008 Calendar Year Average 2009 2010 2011 334 214 1,445 124 269 606 1,591 709 487 5,779 327 181 1,788 74 391 476 1,580 779 511 6,107 285 141 1,865 103 375 329 1,522 775 499 5,894 286 152 2,039 155 379 309 1,597 807 532 6,256 286 159 2,376 154 383 347 1,673 877 551 6,806 572 $ 711 $ 224,074,238 574 $ 708 $ 234,492,604 566 $ 715 $ 232,177,196 562 $ 725 $ 244,616,078 582 $ 752 $ 275,254,492 Major Employers The following table lists the Town's largest employers, exclusive of the Town itself: Name Market Basket YMCA Home Depot Super Stop & Shop Wingate Nursing Home Austin Preparatory School Recreational Equipment Inc. Bertucci's Longhorn Steakhouse Longwood Place Daniels Nursing Home Chili's Grill & Bar Romano's Macaroni Grill Fuddruckers Nature of Business Grocery Store Social Services Home Improvement Store Grocery Store Nursing Home Private High School Sporting Goods Retailer Restaurant Restaurant Retirement Home (Assisted Living) Nursing Home Restaurant Restaurant Restaurant _______________________ Source: In each case, the company listed. 7 # of Employees 500 255 189 145 130 98 75 65 60 55 53 45 45 35 Labor Force, Employment and Unemployment Rate According to the Massachusetts Department of Employment and Training, in November 2012, the Town had a total labor force of 13,690 of whom 13,069 were employed and 621 or 4.5% were unemployed as compared to 4.8% for Middlesex County and 6.1% for the Commonwealth. The following table sets forth the Town's average labor force and unemployment rates for calendar years 2007 through 2011 and the unemployment rates for the County and the Commonwealth for the same period: C ale n d ar Y ea r 2011 2010 2009 2008 2007 Source: Tow n o f R ea di n g L a b or U n e m p loym en t For ce R a te 1 3 ,5 0 1 1 2 ,7 7 6 1 2 ,7 4 9 1 2 ,7 6 2 1 2 ,7 3 6 5 .5 % 6 .5 7 .1 4 .0 3 .3 U ne m p loym e nt R ate U n ited M a ssa ch u setts S tate s 6 .6 8 .5 8 .4 5 .3 4 .5 Massachusetts Division of Employment and Training. employment. % 8 .3 9 .6 9 .3 5 .8 4 .6 % Data based on place of residence, not place of Age, Income and Wealth Levels Reading Median Age: 2010 2000 1990 1980 Median Family Income: 2010 2000 1990 1980 Per Capita Income: 2010 2000 1990 1980 Massachusetts U.S. 41.6 39.1 36.1 32.1 39.1 36.5 33.6 31.2 37.2 35.3 32.9 30.0 $99,130 89,076 60,921 28,160 $81,165 61,664 44,367 21,166 $51,144 50,046 35,225 19,908 $43,887 32,888 21,074 8,805 $33,966 25,952 17,224 7,459 $27,334 21,587 14,420 7,313 Source: Federal Census. Population Trends On the basis of the 2010 Federal Census, the Town has a population density of 2,493.1 persons per square mile. The following table sets forth the trend in the Town's population: 2010 24,747 2000 23,708 1990 22,539 Source: Federal Census. 8 1980 22,678 Housing Values - Specified Owner-Occupied (One Unit, Detached or Attached) Units Less than $100,000 100,000-149,999 150,000-199,999 200,000-299,999 300,000-499,999 500,000 or more Total Reading Number Percent 43 136 692 3,147 2,053 249 6,320 Median Value Middlesex County Number Percent 0.7 % 2.2 10.9 49.8 32.5 3.9 100.0 % 6,376 24,823 54,887 89,469 64,563 28,424 268,542 $271,600 2.4 % 9.2 20.4 33.3 24.0 10.6 100.0 % $247,900 Massachusetts Number Percent 113,263 277,571 273,542 286,588 170,536 66,360 1,187,860 9.5 % 23.4 23.0 24.1 14.4 5.6 100.0 % $185,700 _____________________ SOURCE: US Census Bureau (2000) Building Permits The following table sets forth the number of building permits issued and the estimated dollar value of new construction and alterations for calendar years 2008 through 2012. The estimated dollar values are builders' estimates and are generally considered to be conservative. Estimated valuations include both private construction and Town projects: Calendar Year New Dwellings Commercial Foundations Additions/ Alterations Other No. 2012 2011 2010 2009 2008 54 16 13 12 22 4 4 3 4 367 504 540 462 448 261 274 237 267 294 687 798 790 744 768 Source: Building Inspector. 9 Totals Value $35,656,213 48,651,971 22,636,635 24,150,098 34,181,102 PROPERTY TAXATION The principal revenue source of the Town is the tax on real and personal property. The amount to be levied in each year is the amount appropriated or required by law to be raised for municipal expenditures less estimated receipts from other sources and less appropriations voted from available funds. The total amount levied is subject to certain limits prescribed by law; for a description of those limits, see "Tax Limitations," below. The estimated receipts for a fiscal year from sources other than the property tax may not exceed the actual receipts during the preceding fiscal year from the same sources unless approved by the State Commissioner of Revenue. Excepting special funds, the use of which is otherwise provided for by law, the deduction for appropriations voted from available funds for a fiscal year cannot exceed "free cash" as of the beginning of the prior fiscal year as certified by the State Director of Accounts plus up to nine months' collections and receipts on account of earlier years' taxes after that date. Subject to certain adjustments, free cash is surplus revenue less uncollected overdue property taxes from earlier years. Tax Levy Computation The following table illustrates the manner in which the tax levy was determined for the current and last four fiscal years: Gross Amount tobe Raised: Appropriations State Aid Offsets State Charges Overlay Reserve Total Gross Amount to be Raised Fiscal 2013 Fiscal 2012 Fiscal 2011 Fiscal 2010 Fiscal 2009 $ 89,875,719 43,699 647,755 638,571 91,205,744 $ 87,535,490 40,648 593,061 599,887 88,769,086 $ 86,439,039 37,425 552,912 526,683 87,556,059 $ 84,410,064 57,625 580,006 620,688 85,668,383 $ 84,439,017 48,030 596,923 681,743 85,765,713 Less Estimated Receipts and Other Revenue: Estimated Receipts from State Estimated Receipts - Local Estimated Receipts - Enterprise Available FundsAppropriated: Free Cash Other Available Funds Total Estimated Receipts and Revenue 13,028,372 19,696,554 - 12,811,531 19,667,173 - 12,992,769 19,185,419 - 12,679,378 19,260,057 - 14,239,163 19,826,290 - 1,031,966 2,370,487 $ 36,127,379 1,221,385 1,808,204 $ 35,508,293 1,785,000 1,676,736 $ 35,639,924 1,017,082 2,582,655 $ 35,539,172 1,456,615 1,104,454 $ 36,626,522 Net Amount to be Raised (TaxLevy) $ 55,078,365 $ 53,260,793 $ 51,916,135 $ 50,129,211 $ 49,139,191 Property Valuation (000) Tax Rate per $l,000 $ 3,686,637 $ 14.94 $ 3,764,014 $ 14.15 $ 3,702,250 $ 13.80 $ 3,599,982 $ 13.75 $ 3,719,848 $ 13.21 Source: Board of Assessors. 10 Assessed and Equalized Valuations Property is classified for the purpose of taxation according to its use. The legislature has in substance created three classes of taxable property: (1) residential real property, (2) open space land, and (3) all other (commercial, industrial and personal property). Within limits, cities and towns are given the option of determining the share of the annual levy to be borne by each of the three categories. The share required to be borne by residential real property is at least 50 per cent of its share of the total taxable valuation; the effective rate for open space must be at least 75 per cent of the effective rate for residential real property; and the share of commercial, industrial and personal property must not exceed 175 percent of their share of the total valuation. A city or town may also exempt up to 20 percent of the valuation of residential real property (where used as the taxpayer’s principal residence) and up to 10 percent of the valuation of commercial real property (where occupied by certain small businesses). Property may not be classified in a city or town until the State Commissioner of Revenue certifies that all property in the city or town has been assessed at its fair cash value. Such certification must take place every three years, or pursuant to a revised schedule as may be issued by the Commissioner. Related statutes provide that certain forest land, agricultural or horticultural land (assessed at the value it has for these purposes) and recreational land (assessed on the basis of its use at a maximum of 25 percent of its fair cash value) are all to be taxed at the rate applicable to commercial property. Land classified as forest land is valued for this purpose at five percent of fair cash value but not less than ten dollars per acre. In order to determine appropriate relative values for the purposes of certain distributions to and assessments upon cities and towns, the Commissioner of Revenue biennially makes a redetermination of the fair cash value of the taxable property in each municipality. This is known as the “equalized value”. See “DEBT LIMITS” below. The Town classifies property for purposes of taxation according to its use. Valuation of real and personal property in Reading is established by the Board of Assessors. Based on an equalized valuation of $3,951,469,400, proposed as of January 1, 2012, the Town is currently valued at approximately 93.3% percent of equalized valuation as shown below: Fiscal Year 2013 2012 2011 2010 2009 Assessed Valuations (1) Personal Property Real Property $ 3,640,514,408 3,719,855,346 3,702,250,747 3,599,982,041 3,685,549,347 $ 46,123,120 44,158,260 45,295,130 45,778,760 34,298,590 $ Official Equalized Valuation (2) Total 3,686,637,528 3,764,013,606 3,747,545,877 3,645,760,801 3,719,847,937 $ Assessed Valuation as a Percent of Equalized Valuation 3,951,469,400 3,880,445,100 3,880,445,100 4,068,819,300 4,068,819,300 93.3 % 97.0 96.6 89.6 91.4 (1) Source: Board of Assessors (2) Source: Massachusetts Department of Revenue - Equalized valuations are established as of January 1 of evennumbered years for the next two years. Classification of Property The following table sets forth the trend in the Town’s assessed valuations for the current and last two fiscal years: Fiscal 2013 Assessed Valuation Residential Commercial Industrial Personal Total $ 3,313,536,178 317,324,930 9,653,300 46,123,120 $ 3,686,637,528 % of Total 89.9 % 8.6 0.3 1.3 100.0 % Fiscal 2012 Assessed Valuation $ 3,389,725,591 320,481,055 9,648,700 44,158,260 $ 3,764,013,606 Source: Board of Assessors. 11 % of Total 90.1 % 8.5 0.3 1.2 100.0 % Fiscal 2011 Assessed Valuation $ 3,373,086,171 319,506,376 9,658,200 45,295,130 $ 3,747,545,877 % of Total 90.0 % 8.5 0.3 1.2 100.0 % Largest Taxpayers Following is a list of the ten largest taxpayers in the Town based upon assessed valuations for fiscal 2013, all of whom are current in their property tax payments: Name Nature of Business Jordan's Furniture Inc** HD Development of Maryland Inc Reading Apartment LLC* Two Walkers Brook Crossing LLC* Verizon NE, Inc. Pulte Homes of New England Inc. 55 WB Acquisitions LLC Danis George E Tr PRI Cedar Glen LLC 25 WBD LLC* Total Retail Retail Apartments Retail Telecommunications Apartments Office Industrial/Retail Apartments Supermarket Total Assessed Valuation for Fiscal 2013 Taxes Assessed for Fiscal 2013 $ $ 23,463,600 23,431,300 23,103,600 22,078,500 19,503,600 16,521,000 15,454,800 15,168,800 13,043,200 10,209,200 $ 181,977,600 350,546 350,064 345,168 329,853 291,384 246,824 230,895 226,622 194,865 152,525 $ 2,718,746 % of Net Taxes Levied for Fiscal 2013 0.67 % 0.66 0.66 0.63 0.55 0.47 0.44 0.43 0.37 0.29 5.16 % Source: Board of Assessors. * Denotes the value/taxes of more than one parcel. **Denotes the value/taxes of personal property and real estate. Tax Collections The Town has accepted a statute providing for quarterly tax payments; under the statute, preliminary tax payments are due on August 1 and November 1, with payment of the actual tax bill (after credit is given for the preliminary payments) in installments on February 1 and May 1 if actual tax bills are mailed by December 31. Interest accrues on delinquent taxes at the rate of 14 percent per annum. The Town generally takes real property into tax title for nonpayment of taxes within a year following the levy. The following table presents the tax collections of the Town for the five fiscal years as shown: Fiscal Year Gross Tax Levy Overlay Reserve for Abatements Net Tax Levy (1) 2012 2011 2010 2009 2008 $ 53,260,793 51,716,135 50,129,211 49,139,191 47,440,395 $ 599,887 526,683 620,688 681,743 510,701 $ 52,660,906 51,189,452 49,508,523 48,457,448 46,929,694 % of Net Collected At Fiscal Year End (2)(3) Dollar Percentage $ 52,720,446 51,055,856 49,525,145 48,602,023 46,854,247 % of Net Collected At June 30, 2012 (3) Dollar Percentage 100.1 % $ 52,720,446 99.7 51,239,587 100.0 49,698,587 100.3 48,702,292 99.8 47,095,216 100.1 % 100.1 100.4 100.5 100.4 Source: Board of Assessors as to rates and levies; Town Accountant as to collections. (1) Net of overlay for abatements. (2) I.e., at the end of the fiscal year for which levied. (3) Actual collections less refunds, but excluding proceeds of tax titles and possessions attributable to that year's levy. Non-cash credits which may be abated later are not included in the amount allowed for refunds here. 12 Tax Titles and Possessions Real property (land and buildings) is subject to a lien for the taxes assessed upon it, subject to any paramount federal lien and subject to bankruptcy and insolvency laws. (In addition, real property is subject to a lien for certain unpaid municipal charges or fees.) If the property has been transferred, an unenforced lien expires on the fourth December 31 after the end of the fiscal year to which the tax relates. If the property has not been transferred by the fourth December 31, an unenforced lien expires upon a later transfer of the property. Provision is made, however, for continuation of the lien where it could not be enforced because of a legal impediment. The persons against whom real or personal property taxes are assessed are personally liable for the tax (subject to bankruptcy and insolvency laws.) In the case of real property, this personal liability is effectively extinguished by sale or taking of the property as described below. Massachusetts law permits a municipality either to sell by public sale (at which the municipality may become the purchaser) or to take real property for nonpayment of taxes. In either case, the property owner can redeem the property by paying the unpaid taxes, with interest (at the rate of 16 percent) and other charges, but if the right to redemption is not exercised within six months (which may be extended an additional year in the case of certain installment payments), it can be foreclosed by petition to the Land Court. Upon such foreclosure, a tax title purchased or taken by the municipality becomes a "tax possession" and may be held and disposed of like any land held for municipal purposes. Taxes Outstanding The following table presents a summary of aggregate taxes outstanding at fiscal year end, including tax titles and possessions and funds realized through tax title redemption for the last five fiscal years: FY Ending 6/30 2012 2011 2010 2009 2008 Aggregate Taxes Outstanding $243,928 289,083 234,090 188,997 369,240 Tax Titles and Possessions $730,157 613,031 607,657 504,440 411,974 Total Realized Through Tax Title Redemption $124,429 198,340 153,368 173,046 218,776 Source: Town Accountant. Overlay and Abatements The Town is authorized by law to increase each tax levy by up to five percent (or a larger amount approved by the State Department of Revenue) as an "overlay" to provide for tax abatements. If abatements are granted in excess of the applicable overlay, the excess is required to be added to the next tax levy. Abatements are granted where exempt real or personal property has been assessed or where taxable real or personal property has been overvalued or disproportionately valued. The assessors may also abate uncollectible personal property taxes. They may abate real and personal property taxes on broad grounds (including inability to pay) with approval of the State Commissioner of Revenue. But uncollected real property taxes are ordinarily not written off until they become municipal "tax titles" by purchase at the public sale or by taking, at which time the tax is written off in full by reserving the amount of the tax and charging surplus. 13 The following table sets forth the amount of the overlay reserve for the last five fiscal years and abatements granted through June 30, 2012 against each levy: Fiscal Year Net Tax Levy (1) 2012 2011 2010 2009 2008 $ 52,660,906 51,189,452 49,508,523 48,457,448 46,929,694 O verlay Reserve Dollar As a % of Amount Net Levy $ 599,887 526,683 620,688 681,743 510,701 1.14 % 1.03 1.25 1.41 1.09 Abatements Granted through 6/30/2012 $ 177,579 277,290 275,624 254,147 252,774 Source: Town Accountant. (1) Net of overlay reserve for abatements. Taxation to Meet Deficits As noted elsewhere (see “Overlay and Abatements” above) overlay deficits, i.e. tax abatements in excess of the overlay included in the tax levy to cover abatements, are required to be added to the next tax levy. It is generally understood that revenue deficits, i.e. those resulting from non-property tax revenues being less than anticipated, are also required to be added to the tax levy (at least to the extent not covered by surplus revenue). Amounts lawfully expended since the prior tax levy and not included therein are also required to be included in the annual tax levy. The circumstances under which this can arise are limited since municipal departments are generally prohibited from incurring liabilities in excess of appropriations except for major disasters, mandated items, contracts in aid of housing and renewal projects and other long-term contracts. In addition, utilities must be paid at established rates and certain established salaries, e.g. civil service, must legally be paid for work actually performed, whether or not covered by appropriations. Cities and towns are authorized to appropriate sums, and thus to levy taxes, to cover deficits arising from other causes, such as “free cash” deficits arising from a failure to collect taxes. This is not generally understood, however, and it has not been the practice to levy taxes to cover free cash deficits. Except to the extent that such deficits have been reduced or eliminated by subsequent collections of uncollected taxes (including sales of tax titles and tax possessions), lapsed appropriations, non-property tax revenues in excess of estimates, other miscellaneous items or funding loans authorized by special act, they remain in existence. Tax Limitations Chapter 59, Section 21C of the General Laws, also known as Proposition 2½, imposes two separate limits on the annual tax levy of a city or town. The primary limitation is that the tax levy cannot exceed 2½ percent of the full and fair cash value. If a city or town exceeds the primary limitation, it must reduce its tax levy by at least 15 percent annually until it is in compliance, provided that the reduction can be reduced in any year to not less than 7½ percent by majority vote of the voters, or to less than 7½ percent by two-thirds vote of the voters. For cities and towns at or below the primary limit, a secondary limitation is that the tax levy cannot exceed the maximum levy limit for the preceding fiscal year as determined by the State Commissioner of Revenue by more than 2½ percent, subject to exceptions for property added to the tax rolls or property which has had an increase, other than as part of a general revaluation, in its assessed valuation over the prior year’s valuation. This “growth” limit on the tax levy may be exceeded in any year by a majority vote of the voters, but an increase in the secondary or growth limit under this procedure does not permit a tax levy in excess of the primary limitation, since the two limitations apply independently. In addition, if the voters vote to approve taxes in excess of the “growth” limit for the purpose of funding a stabilization fund, such increased amount may only be taken into account for purposes of calculating the maximum levy limit in each subsequent year if the board of selectmen of a town or the city council of a city votes by a two-thirds vote to appropriate such increased amount in such subsequent year to the stabilization fund. 14 The applicable tax limits may also be reduced in any year by a majority vote of the voters. The State Commissioner of Revenue may adjust any tax limit “to counterbalance the effects of extraordinary, non-recurring events which occurred during the base year”. The statute further provides that the voters may exclude from the taxes subject to the tax limits and from the calculation of the maximum tax levy (a) the amount required to pay debt service on bonds and notes issued before November 4, 1980, if the exclusion is approved by a majority vote of the voters, and (b) the amount required to pay debt service on any specific subsequent issue for which similar approval is obtained. Even with voter approval, the holders of the obligations for which unlimited taxes may be assessed do not have a statutory priority or security interest in the portion of the tax levy attributable to such obligations. It should be noted that Massachusetts General Laws Chapter 44, Section 20 requires that the taxes excluded from the levy limit to pay debt service on any such bonds and notes be calculated based on the true interest cost of the issue. Accordingly, the Department of Revenue limits the amount of taxes which may be levied in each year to pay debt service on any such bonds and notes to the amount of such debt service, less a pro rata portion of any original issue premium received by the city or town that was not applied to pay costs of issuance. Voters may also exclude from the Proposition 2½ limits the amount required to pay specified capital outlay expenditures or for the city or town’s apportioned share for certain capital outlay expenditures by a regional governmental unit. In addition, the city council of a city, with the approval of the mayor if required, or the board of selectmen or the town council of a town may vote to exclude from the Proposition 2½ limits taxes raised in lieu of sewer or water charges to pay debt service on bonds or notes issued by the municipality (or by an independent authority, commission or district) for water or sewer purposes, provided that the municipality’s sewer or water charges are reduced accordingly. In addition, Proposition 2½ limits the annual increase in the total assessments on cities and towns by any county, district, authority, the Commonwealth or any other governmental entity (except regional school districts, the MWRA and certain districts for which special legislation provides otherwise) to the sum of (a) 2½ percent of the prior year’s assessments and (b) “any increases in costs, charges or fees for services customarily provided locally or for services subscribed to at local option”. Regional water districts, regional sewerage districts and regional veterans districts may exceed these limitations under statutory procedures requiring a two-thirds vote of the district’s governing body and either approval of the local appropriating authorities (by two-thirds vote in districts with more than two members or by majority vote in two-member districts) or approval of the registered voters in a local election (in the case of two-member districts). Under Proposition 2½ any State law to take effect on or after January 1, 1981 imposing a direct service or cost obligation on a city or town will become effective only if accepted or voluntarily funded by the city or town or if State funding is provided. Similarly, State rules or regulations imposing additional costs on a city or town or laws granting or increasing local tax exemptions are to take effect only if adequate State appropriations are provided. These statutory provisions do not apply to costs resulting from judicial decisions. The Town of Reading, which has been in full compliance with Proposition 2 1/2 since its inception, passed a general override in the amount of $2,410,512 in March of 1993. On April 8, 2003, the Town voted a general override of $4,500,000 in response to anticipated reductions in state aid. On February 25, 2003, the Town voted to exclude the debt service from the limitations of Proposition 2 ½ on $54,305,000 principal authorized for the remodeling and expansion of the Reading Memorial High School and $2,500,000 for additional construction costs for the Wood End Elementary School. Pledged Taxes Taxes on certain property in designated development districts may be pledged for the payment of costs of economic development projects within such districts and may therefore be unavailable for other municipal purposes. (See “Tax Increment Financing for Development Districts” below). 15 Unused Levy Capacity (1) The following table sets forth the Town's tax levy limits and unused levy capacity for the current and last four fiscal years: (1) (2) (3) (4) (5) 2013 2012 For Fiscal Year 2011 2010 2009 Primary Levy Limit (2) $ 92,165,938 $ 94,100,340 $ 93,688,947 $ 91,144,020 $ 92,996,198 Prior Fiscal Year Levy Limit 2.5% Levy Growth New Growth (3) Overrides Growth Levy Limit Debt Exclusions Capital Expenditure Overrides Tax Levy Limit Tax Levy Unused Levy Capacity (4) 51,203,066 1,280,077 579,830 53,062,973 2,030,661 55,093,634 55,078,365 $ 15,269 49,637,594 1,240,940 324,532 51,203,066 2,059,720 53,262,786 53,260,793 $ 1,993 48,073,001 1,201,825 362,768 49,637,594 2,086,632 51,724,226 51,716,133 $ 8,093 43,360,640 1,159,016 553,345 48,073,001 2,108,142 50,181,143 50,129,211 $ 51,932 44,687,184 1,117,180 556,276 46,360,640 2,780,988 49,141,628 49,139,191 $ 2,437 Unused Primary Levy Capacity (5) $ 39,102,965 $ 42,897,274 $ 44,051,353 $ 43,071,019 $ 46,635,558 Source: Massachusetts Department of Revenue. 2.5% of assessed valuation. Allowed increase for new valuations - certified by the Department of Revenue. Tax Levy Limit Less Tax Levy. Primary Levy Limit Less Growth Levy Limit. Initiative Petitions The Massachusetts Constitution provides a procedure for the filing of petitions, signed by the requisite number of registered voters, to place on the ballot for State elections questions for the enactment of statutes by the voters. Legislation enacted by the voters may subsequently be amended or repealed by the legislative process. 16 TOWN FINANCES The Budget and Appropriation Process The annual appropriations of a town are ordinarily made at the annual meeting which takes place in April. Appropriations may also be voted at special meetings. The Town has a finance committee which submits reports and recommendations on proposed expenditures at Town Meeting In a town, town meeting may at any time vote to transfer any amount previously appropriated to any other authorized use by law, and, under certain circumstances and subject to certain limits and requirements, the selectmen of a town, with the concurrence of the finance committee, may transfer amounts appropriated for the use of any department to any other appropriation for the same department to any other department. Water and sewer department expenditures are generally included in the budgets adopted by city councils and town meetings but electric gas department funds may be appropriated by the municipal light boards. Under certain legislation any city or town which accepts the legislation may provide that the appropriation for the operating costs of any department may be offset, in whole or in part, by estimated receipts from fees charged for services provided by the department. It is assumed that this general provision does not alter the pre-existing power of an electric or gas department to appropriate its own receipts. The school budget is limited to the total amount appropriated by the town meeting, but the school committee retains full power to allocate the funds appropriated. Mandatory items, such as state and county assessments, abatements in excess of overlays, principal and interest not otherwise provided for and final judgments are included in the tax levy whether or not included in the budget. Revenues are not required to be set forth in the budget, but estimated non-tax revenues are taken into account by the assessors in fixing the tax levy. The Town's Municipal Light Department and Water and Sewer Departments are operated as Enterprise Funds. Town meeting does not vote general operating appropriations for the Municipal Light Department. The Light Department's budget is voted by the Light Department Board. Town Meeting does vote general operating appropriations for the water and sewer enterprises. Operating Budget Trends The following table sets forth the trend in the Town's operating budgets, as voted by Town Meeting and modified by the Finance Committee for fiscal years 2009 through 2013. Appropriated FY-13 General Government & Facilities Public Safety & Inspections Education Public Works Human Services Culture and Recreation Employee Benefits Intergovernmental Debt Service Enterprises: Water Sewer Storm Water Total $ $ Stabilization Fund $ Appropriated FY-12 5,452,870 5,772,546 388,312 89,119,126 5,672,710 5,406,894 376,650 $ 87,235,571 5,433,291 5,412,723 377,826 $ 86,228,899 5,597,038 5,255,261 291,391 $ 84,479,497 5,348,472 5,049,025 315,514 $ 84,217,288 $ $ $ $ Source: Town Accountant 17 3,705,182 8,182,399 36,410,308 5,420,135 574,441 1,945,962 11,712,081 896,548 6,158,003 350,000 $ 3,672,501 8,228,154 36,386,347 5,217,408 576,277 1,921,916 11,071,082 557,009 5,705,113 Appropriated FY-09 $ - $ Appropriated FY-10 3,861,317 8,639,778 37,582,287 5,881,513 660,101 2,069,113 13,329,635 942,079 4,539,575 - 3,795,461 8,100,714 36,128,307 5,308,968 551,760 1,979,936 12,845,486 1,005,239 6,063,446 Appropriated FY-11 - $ 3,585,199 7,789,018 36,320,843 5,045,639 512,799 1,889,599 10,835,903 581,218 6,944,059 350,000 Education Reform State legislation known as the Education Reform Act of 1993, as amended, imposes certain minimum expenditure requirements on municipalities with respect to funding for education and related programs, and may affect the level of state aid to be received for education. The requirements are determined on the basis of formulas affected by various measures of wealth and income, enrollments, prior levels of local spending and state aid, and other factors. Since its passage, the Town has complied with the Act and appropriations for education have equaled or exceeded the minimum required level. Capital Plan The Town of Reading’s Finance Committee works with the Town Manager to develop and update a capital improvements plan. Financing goals for the Capital Improvement Program are as follows: All bonding except that being reimbursed by School Building Assistance and certain enterprise-supported projects will be for no longer than ten years. Capital projects of less than $100,000 will not be bonded, but will be financed by cash or through short term borrowing. Revenues Property Taxes: Property taxes are the major source of revenue of the Town. The total amount levied is subject to certain limits prescribed by law; for a description of those limits, see "Tax Limitations," above. State Aid - In addition to grants for specified capital purposes (some of which are payable over the life of the bonds issued for the projects), the Commonwealth provides financial assistance to cities and towns for current purposes. Payments to cities and towns are derived primarily from a percentage of the State's personal income, sales and use, and corporate excise tax receipts, together with the net receipts from the State Lottery. A municipality's state aid entitlement is based on a number of different formulas, of which the "schools" and "lottery" formulas are the most important. Both of the major formulas tend to provide more state aid to poorer communities. None of the major local aid programs has a termination date under existing law and while a formula might indicate that a particular amount of state aid is owed, the amount of state aid actually paid is limited to the amount appropriated by the state legislature. In the fall of 1986, both the State Legislature (by statute repealed as of July 1, 1999) and the voters (by initiative petition) placed limits on the growth of state tax revenues. Although somewhat different in detail, each measure essentially limited the annual growth in state tax revenues to an average rate of growth in wages and salaries in the Commonwealth over the three previous calendar years. If not amended, the remaining law could restrict the amount of state revenues available for state aid to local communities. Fiscal Year 2013 (est.) 2012 2011 2010 2009 2008 Amount of State Aid $12,985,784 12,308,847 12,462,792 12,493,308 12,118,192 13,873,498 State Aid Reductions In FY09 the Town planned for mid-year cuts to their $13 million state aid. The Town lined up $1 million in cuts that they could make if they had to, and in their financial systems they actually put ‘holds’ on these funds so they could not be spent. This included $240,000 in benefits that were surplus because of negotiated plan design changes; $214,000 from the Town government (eliminating some jobs and reducing some service to the public) and $538,000 from the School Department (eliminating some planned curriculum upgrades and slowing all classroom expenses). In January when the actual reduction to state aid came in, it was smaller than the Town had prepared for, so they released about half of these funds back to the departments, but the Town did cut about $506,000 from their budgets. 18 In FY10 the Town did not need to make any large reductions because they had forecast a low figure at the beginning of the budget process. Because the Town enjoys a collaborative relationship between all Town and School departments, the reduction in FY10 was evenly distributed and therefore less noticeable. The same was true in FY11. On the other hand, in FY11 for the first time in many years, the Town used some free cash in building their budgets. They did the same in FY12. State School Building Assistance Program Under its school building assistance program, the Commonwealth of Massachusetts provides grants to cities, towns and regional school districts for school construction projects. Until July 26, 2004, the State Board of Education was responsible for approving grants for school projects and otherwise administering the program. Grant amounts ranged from 50% to 90% of approved project costs. Municipalities generally issued bonds to finance the entire project cost, and the Commonwealth disbursed the grants in equal annual installments over the term of the related bonds. Pursuant to legislation which became effective on July 26, 2004, the state legislature created the Massachusetts School Building Authority (the “Authority”) to finance and administer the school building assistance program. The Authority has assumed all powers and obligations of the Board of Education with respect to the program. In addition to certain other amounts, the legislation dedicates a portion of Commonwealth sales tax receipts to the Authority to finance the program. Projects previously approved for grants by the State Board of Education are entitled to receive grant payments from the Authority based on the approved project cost and reimbursement rate applicable under the prior law. The Authority has paid and is expected to continue to pay the remaining amounts of the grants for such projects either in annual installments to reimburse debt service on bonds issued by the municipalities to finance such projects, or as lump sum payments to contribute to the defeasance of such bonds. Projects on the priority waiting list as of July 1, 2004 are also entitled to receive grant payments from the Authority based on the eligible project costs and reimbursement rates applicable under the prior law. With limited exceptions, the Authority is required to fund the grants for such projects in the order in which they appear on the waiting list. Grants for any such projects that have been completed or substantially completed have been paid and are expected to continue to be paid by the Authority in lump sum payments, thereby eliminating the need for the Authority to reimburse interest expenses that would otherwise be incurred by the municipalities to permanently finance the Authority’s share of such project costs. Interest on debt issued by municipalities prior to July 1, 2004 to finance such project costs, and interest on temporary debt until receipt of the grant, is included in the approved costs of such projects. Grants for any such projects that have not yet commenced or that are underway have been and are expected to continue to be paid by the Authority as project costs are incurred by the municipality pursuant to a project funding agreement between the Authority and the municipality, eliminating the need for the municipality to borrow even on a temporary basis to finance the Authority’s share of the project costs in most cases. The range of reimbursement rates for new project grant applications submitted to the Authority on or after July 1, 2007 has been reduced to between 40% and 80% of approved project costs. The Authority promulgated new regulations with respect to the application and approval process for projects submitted after July 1, 2007. The Authority expects to pay grants for such projects as project costs are incurred pursuant to project funding agreements between the Authority and the municipalities. None of the interest expense incurred on debt issued by municipalities to finance their portion of the costs of new projects will be included in the approved project costs eligible for reimbursement. Federal Aid: In addition to state aid, the Town receives annually certain amounts of federal aid, comprised mainly of aid to education, which in fiscal 2011 and fiscal 2012 totaled approximately $3,069,235 and $2,480,870 respectively. Motor Vehicle Excise Tax: An excise is imposed on the registration of motor vehicles (subject to exemptions) at a uniform rate of $25 per $1,000 of valuation. The excise is collected by and for the benefit of the municipality in which the motor vehicle is customarily kept. Valuations are determined by a statutory formula based on manufacturer's list price and year of manufacture. Bills not paid when due bear interest at 12 percent per annum. Provision is also made to deny renewal of registration and owner's operating license until excise taxes are paid. In fiscal 2010, motor vehicle excise tax receipts totaled $2,582,330. In fiscal 2011, motor vehicle excise tax receipts totaled $2,936,623. In fiscal 2012, motor vehicle excise tax receipts totaled $2,750,982. 19 Local Options Meals Tax On June 23, 2010, the Town adopted the local meals excise tax to be effective October 1, 2010. The local meals excise tax is a 0.75% tax on the gross receipts of a vendor from the sale of restaurant meals. The tax is paid by the vendor to the State Commissioner of Revenue, who in turn pays the tax to the municipality in which the meal was sold. Annual Audits The financial statements of the Town of Reading have been audited annually by Melanson Heath & Company, PC, Certified Public Accountants, of Andover, Massachusetts. For a summary of “Significant Accounting Policies,” please refer to the audit for fiscal year ending June 30, 2012 which is attached hereto as Appendix A. The attached report speaks only as of its date, and only to the matters expressly set forth therein. The auditors have not been engaged to review this Annual Report or to perform audit procedures regarding the post-audit period, nor have the auditors been requested to give their consent to the inclusion of their report in Appendix A. Except as stated in their report, the auditors have not been engaged to verify the financial information set our in Appendix A and are not passing upon and do not assume responsibility for the sufficiency, accuracy or completeness of the financial information presented in that appendix. Financial Statements Set forth on the following pages are Governmental Funds Balance Sheets for fiscal years ending June 30, 2012, June 30, 2011 and 2010 and a Comparative Statement of Revenues and Expenditures (General Fund) for fiscal years ending June 30, 2012 through 2008. All statements have been extracted from the Town’s audited financials. 20 Town of Reading, Massachusetts Balance Sheet Governmental Funds June 30, 2012 (1) Assets Cash and short-term investments Investments Receivables: Property taxes Excises Departmental and other Intergovernmental Other assets Total Assets LIABILITIES AND FUND BALANCES Liabilities: Warrants payable Accrued liablilities Deferred revenue Retainage payable Other liabilities Total liabilities Nonmajor Government Funds Total Governmental Funds 19,050,119 - $ 11,896,268 4,714,352 $ 884,089 252,649 363,147 3,206 20,553,210 2,159 380,607 $ 16,993,386 $ $ $ General $ $ $ 936,834 2,880,462 1,459,012 1,147,735 6,424,043 Fund balances: Nonspendable Restricted 1,033,133 Committed 2,275,967 Assigned 2,968,472 Unassigned 7,851,595 Total fund balances 14,129,167 Total liabilities and fund balances $ 20,553,210 ______________ (1) Extracted from the audited financial statements of the Town. 21 198,326 346,445 94,661 1,104,104 1,743,536 3,575,769 12,004,680 (330,599) 15,249,850 $ 16,993,386 $ 30,946,387 4,714,352 884,089 252,649 365,306 380,607 3,206 37,546,596 1,135,160 3,226,907 1,553,673 1,104,104 1,147,735 8,167,579 3,575,769 13,037,813 2,275,967 2,968,472 7,520,996 29,379,017 37,546,596 Town of Reading, Massachusetts Balance Sheet Governmental Funds June 30, 2011 (1) Assets Cash and short-term investments Investments Receivables: Property taxes Excises Departmental and other Intergovernmental Other assets Total Assets LIABILITIES AND FUND BALANCES Liabilities: Warrants payable Accrued liablilities Deferred revenue Tax refunds payable Retainage payable Notes payable Other liabilities Total liabilities Nonmajor Government Funds Total Governmental Funds 26,471,188 1,000,000 $ $ 812,116 153,937 283,078 83,366 28,803,685 118,018 $ 16,501,402 $ $ $ General $ $ $ 1,088,174 2,967,713 1,173,412 453,457 5,682,756 Fund balances: Nonspendable Restricted 11,832,693 Committed 2,244,822 Assigned 1,934,414 Unassigned 7,109,000 Total fund balances 23,120,929 Total liabilities and fund balances $ 28,803,685 ______________ (1) Extracted from the audited financial statements of the Town. 22 7,790,220 8,593,164 309,948 38,816 1,104,104 140,000 1,592,868 2,833,730 12,059,791 150,000 (134,987) 14,908,534 $ 16,501,402 $ 34,261,408 9,593,164 812,116 153,937 283,078 118,018 83,366 45,305,087 1,398,122 2,967,713 1,212,228 1,104,104 140,000 453,457 7,275,624 2,833,730 23,892,484 2,394,822 1,934,414 6,974,013 38,029,463 45,305,087 Town of Reading, Massachusetts Balance Sheet Governmental Funds June 30, 2010 (1) Assets Cash and short-term investments Investments Receivables: Property taxes Excises Departmental and other Intergovernmental Total Assets LIABILITIES AND FUND BALANCES Liabilities: Warrants payable Accrued liablilities Deferred revenue Retainage payable Other liabilities Total liabilities Nonmajor Government Funds Total Governmental Funds 13,274,544 15,132,033 $ 10,816,666 8,278,616 $ 752,569 224,638 254,433 29,638,217 276,662 $ 19,371,944 $ $ $ General $ $ $ Fund balances: Reserved for: Encumbrances Expenditures Debt Service Stabilization Perpetual (nonexpendable) permanent funds Unreserved: Undesignated, reported in: General fund Special revenue funds Capital projects funds Permanent funds Total fund balances 1,158,047 2,781,804 1,231,639 760,649 5,932,139 305,204 548331 222 1,369,598 2,223,355 24,091,210 23,410,649 752,569 224,638 254,433 276,662 49,010,161 1,463,251 3,330,135 1,231,861 1,369,598 760,649 8,155,494 1,488,245 1,490,827 12,529,683 1,899,866 - - 1,488,245 1,490,827 12,529,683 2,748,172 2,748,172 6,297,457 23,706,078 5,463,693 3,407,747 5,528,977 17,148,589 6,297,457 5,463,693 3,407,747 5,528,977 40,854,667 Total liabilities and fund balances $ 29,638,217 ______________ (1) Extracted from the audited financial statements of the Town. $ 19,371,944 23 $ 49,010,161 TOWN OF READING, MASSACHUSETTS COMPARATIVE STATEMENT OF REVENUES AND EXPENDITURES (GENERAL FUND) (1) 2012(2) Revenues: Property taxes Excisetaxes Penaltiesand interest ontaxes andexcises Departmental Payment inlieuof taxes Charges for services Licenses andpermits Intergovernmental Special assessments Fines Investment income Other $ 53,002,666 2,752,620 841,939 1,566,961 165,967 20,477,810 115,549 161,142 139,283 2011 $ For Fiscal Years EndedJune 30 2010 51,396,712 2,936,623 694,269 1,511,243 156,266 20,331,901 111,598 370,203 273,460 $ 49,772,342 2,582,328 460,742 1,444,431 156,881 32,525,629 111,653 600,776 107,379 $ 2009 2008 49,115,125 2,700,961 492,643 1,586,917 143,581 19,934,137 126,893 974,816 63,786 $ 47,558,693 2,829,582 693,241 1,551,406 87,910 27,689,903 159,594 1,623,333 12,811 Total Revenues 79,223,937 77,782,275 87,762,161 75,138,859 82,206,473 Expenditures: Current: General government Public safety Education Public works andfacilities Health andhumanservices Cultureandrecreation Employeebenefits Intergovernmental Debt service 3,353,843 8,182,521 43,437,852 4,811,993 595,652 1,973,307 12,441,164 955,854 6,142,478 3,373,174 8,323,155 43,239,761 5,612,821 605,248 2,019,445 11,506,088 923,008 6,153,445 3,231,604 8,135,773 41,344,781 5,364,023 619,207 1,905,298 10,521,099 907,253 5,805,523 3,406,483 7,806,744 41,846,980 6,118,999 578,159 1,873,548 9,474,193 1,012,478 10,165,398 3,093,631 7,273,605 40,945,725 6,291,114 492,418 1,317,234 9,968,302 583,408 11,761,874 Total Expenditures 81,894,664 81,756,145 77,834,561 82,282,982 81,727,311 Excess(Deficiency) of Revenues Over Expenditures (2,670,727) (3,973,870) 9,927,600 (7,144,123) 479,162 3,469,547 - 3,388,721 - 3,479,105 - 3,352,344 - 2,450,000 2,865,519 (86,350) 798,820 (585,149) 13,406,705 (3,791,779) 5,708,331 4,164,368 2,389,383 10,620,000 (26,964,333) (9,790,582) (8,991,762) 23,120,929 $ 14,129,167 23,706,078 23,120,929 10,299,373 23,706,078 14,091,152 10,299,373 8,382,821 $ 14,091,152 Other FinancingSources (Uses): Issuance of bonds Premiums on bonds issued OperatingTransfers In (in) OperatingTransfers In (Out) Excess(Deficiency) of Revenues and Other Sources Over Expenditures andOther Uses Special Items: Final payment of MSBAgrant BondPremiumon refunding Issuance of refundingbonds Payments torefundingescrowagent Changefromspecial items Net Change infundbalance FundBalance, Beginningof Year FundBalance, End of Year ______________ $ $ $ (1) Extracted fromtheaudited financial statements. (2) InMarch 2012, in conjunctionwitharefunding bondissue, the Townreceivedalumpsumpayment of $14,553,209 fromtheMassachusetts School BuildingAuthority whichwasused to prepay outstanding bonds for the HighSchool andthe Coolidge Middle School. 24 Reserves Policy The Finance Committee of the Town has adopted a policy aimed at establishing minimum cash reserves of 5% of the annual operating budget at the beginning of each fiscal year. Reserves are held in the undesignated fund balance (certified free cash), appropriated finance committee reserve fund, overlay reserve, stabilization fund and an earmarked "sale of real estate fund." Funds such as those in the sale of real estate fund earmarked for specific purposes are not included as part of these reserves. However, sale of real estate funds not specifically earmarked are included in the reserves. Stabilization Fund At the Town meeting on November 10, 2003, the Town voted to establish a Stabilization Fund with an appropriation of $700,000. In April, 2004, an additional $100,000 was appropriated into the Stabilization Fund. Establishment of a Stabilization Fund requires a 2/3 vote of Town Meeting, as well as for all future appropriations. With over $851,000 in the Stabilization Fund and approximately $3,000,000 in Free Cash, the Town is meeting its' target for reserves of 5% of the General Fund Budget. As of June 30, 2008, the balance of the Stabilization Fund was $1,453,992. The balance of the Stabilization Fund as of June 30, 2009 was $1,840,302. The balance of the Stabilization Fund as of June 30, 2010 was $1,899,865. The balance of the Stabilization Fund as of June 30, 2011 was $2,244,791. The balance of the Stabilization Fund as of June 30, 2012 was $1,944,967. Sale of Real Estate Fund The sale of real estate fund was established by a special home rule petition. The proceeds of the sale of town-owned land are automatically credited to this fund, and interest earned on the fund is credited to the fund. It may be expended by 2/3 vote of town meeting for three purposes: capital projects debt service funding the Town's unfunded pension liability The Town's ten-year capital improvement program includes portions of the sale of real estate fund to help to stabilize that program. The program was designed to spend 6.5 percent of the operating budget for capital expenditures. In fiscal 2008, $350,000 of the sale of real estate fund was used to fund capital purchases. The $3 million proceeds from the sale of the Town’s landfill property will be appropriated into the Sale of Real Estate Fund and used over a 10 year period to fund capital purchases. The Commonwealth of Massachusetts Department of Environmental Protection approved the release of the final installment of the $3,000,000 price for the sale of the Landfill to the Town in December 2005. Expenditures from this fund are restricted to appropriations for debt service, capital expenditures or for unfunded pension liabilities. As of June 30, 2007, the balance of the Sale of Real Estate Fund was $1,930,503. As of June 30, 2008, the balance of the Sale of Real Estate Fund was $1,667,720. The balance of the Sale of Real Estate fund was $1,354,285 at June 30, 2009. The balance of the Sale of Real Estate fund was $1,003,709 at June 30, 2010. The balance of the Sale of Real Estate fund was $704,822 at June 30, 2011. The balance of the Sale of Real Estate fund was $457,031 at June 30, 2012. 25 Undesignated General Fund Balances and Free Cash Under Massachusetts law an amount known as "free cash" is certified as of the beginning of each fiscal year by the State Bureau of Accounts and this, together with certain subsequent tax receipts, is used as the basis for subsequent appropriations from available funds, which are not required to be included in the annual tax levy. Under the Uniform Municipal Accounting System (UMAS) prescribed by the Commonwealth of Massachusetts Department of Revenue, adjusted for accounts receivable, free cash is undesignated fund balance. Uncollected property taxes are fully reserved under UMAS. The following table sets forth the trend in the Town's undesignated general fund balances and free cash as certified by the Bureau of Accounts: Year 2012 2011 2010 2009 2008 (1) (2) Undesignated/Unassigned General Fund Balance as of June 30 (GAAP) (1) $7,851,595 (2) 7,109,000 (2) 6,297,457 6,485,868 6,451,350 Certified Free Cash $6,537,985 5,499,128 4,953,340 5,189,292 5,267,080 Source: Audited Financial Statements. Unassigned General Fund Balances. Tax Increment Financing for Development Districts Under recent legislation, cities and towns are authorized to establish development districts to encourage increased residential, industrial and commercial activity. All or a portion of the taxes on growth in assessed value in such districts may be pledged and used solely to finance economic development projects pursuant to the city or town’s development program for the district. This includes pledging such “tax increments” for the payment of bonds issued to finance such projects. As a result of any such pledge, tax increments raised from new growth properties in development districts are not available for other municipal purposes. Tax increments are taken into account in determining the total taxes assessed for the purpose of calculating the maximum permitted tax levy under Proposition 2 ½ (see “Tax Limitations” under “PROPERTY TAXATION” above.) At this time, the Town has not established any development districts and has no immediate plans to do so. Investment of Town Funds Investments of funds of cities and town, except for trust funds, are generally restricted by Massachusetts General Laws Chapter 44, section 55. That statute permits investments of available revenue funds and bond and note proceeds in term deposits and certificates of deposits of banks and trust companies, in obligations issued or unconditionally guaranteed by the federal government or an agency thereof with a maturity of not more than one year, in repurchase agreements with a maturity of not more than 90 days secured by federal or federal agency securities, in participation units in the Massachusetts Municipal Depository Trust ("MMDT"), or in shares in SEC-registered money market funds with the highest possible rating from at least one nationally recognized rating organization. MMDT is an investment pool created by the Commonwealth. The State Treasurer is the sole trustee, and the funds are managed under contract by an investment firm under the supervision of the State Treasurer’s office. According to the State Treasurer the Trust’s investment policy is designed to maintain an average weighted maturity of 90 days or less and is limited to high-quality, readily marketable fixed income instruments, including U.S. Government obligations and highlyrated corporate securities with maturities of one year or less. Trust funds, unless otherwise provided by the donor, may be invested in accordance with section 54 of Chapter 44, which permits a broader range of investments than section 55, including any bonds or notes that are legal investments for savings banks in the Commonwealth. The restrictions imposed by sections 54 and 55 do not apply to city and town retirement systems. 26 READING MUNICIPAL LIGHT DEPARTMENT General The Reading Municipal Light Department (RMLD) was established by statute in 1894. A board of five Light Commissioners is elected by voters of the Town of Reading for staggered three year terms. A General Manager is appointed by the Board of Light Commissioners, and a yearly operating budget is adopted by the Board. There is also a citizen’s advisory board, with members appointed from each community served by the RMLD. Bonding for Light Department projects is a general obligation of the Town of Reading. The Town Treasurer is also Treasurer of the Light Department and the general fund cash of the Light Department is deposited twice weekly with the Town's general fund cash. Since RMLD bills are paid by Fed funds wire on the day due, the Town is able to take full advantage of the Light Department cash flow. This cash flow has been an important factor in the Town not having to borrow in anticipation of revenue. As of June 30, 2012, the RMLD served 29,180 customers located in Reading, North Reading, Wilmington and a section of Lynnfield. Of these, approximately 25,517 are residential customers. The Department generates no output itself, but it purchases power from other sources. In FY12, the Department purchased 15,297,247 KWH at an average cost of $.0844 per KWH and sold 685,978,955 KWH at an average sale of $.1169 per KWH. In an era of deregulation, the RMLD is taking a number of steps to protect itself from stranded costs; e.g., it has forged 20-year agreements with the Towns of North Reading, Wilmington and Lynnfield which require that the towns must give no less than ten years' notice before they can leave the service area of the RMLD. The RMLD has developed a rate stabilization fund that as of June 30, 2007 had a fund balance of $6,215,866. The rate stabilization fund had a balance of $6,078,549 as of June 30, 2008. The rate stabilization fund had a balance of $5,349,467 as of June 30, 2010. The rate stabilization fund had a balance of $6,046,137 as of June 30, 2011. The rate stabilization fund had a balance of $6,679,695 as of June 30, 2012. This fund, which is invested with the interest accruing to the fund, will help to compensate for any drop in customer base. It will also enable RMLD to mitigate potential increases in rates. The fund balance constitutes approximately 14.90 percent of the RMLD base yearly revenues. The RMLD is well diversified for sources of fuel and power entitlements. The breakdown is as follows: Nuclear 12%; Hydro 6%; Combine cycle 4%; Energy only 63%; System power 15%. Rate Comparison The following table presents a commercial/residential electric rate comparison, as of June 2011, between the RMLD and surrounding municipalities and investor-owned utilities: Commercial (per 7,300 KWH/25.000 KW) vs. Reading @ $863.87 Residential (per 500 KWH) vs. Reading @ $65.56 Middleton Commercial - Per 7,300 KW/25.000 KW Peabody Wakefield Nstar National Grid $959.51 $95.64 11.07% $944.26 $1,045.84 $80.39 $181.97 9.31% 21.06% $1,048.46 $184.59 21.37% Middleton Residential - Per 500 KW Peabody Wakefield Nstar $66.90 $1.34 2.04% $62.81 ($2.75) (4.19%) 27 $72.09 $6.53 9.96% $1,158.27 $294.40 34.08% $86.15 $20.59 31.40% National Grid $82.01 $16.45 25.08% Distribution of Earnings The Light Department annually turns over to the Town of Reading a "distribution-of-earnings" payment. The Light Commissioners are currently using the CPI to determine the amount of the distribution. In addition, under special legislation, the Light Department pays voluntary in-lieu-of tax payments to all of the member towns. The payments are based on a formula which distributes two percent of the department’s net plant value among the four towns based on kilowatt hour usage. Following is a five-year history of these payments to the Town of Reading: FY-2012 Distribution of Earnings Payment in Lieu of Taxes Payments from the Light Department to the General Fund FY-2011 FY-2010 FY-2009 FY-2008 $2,205,957 $2,171,880 $2,186,670 $2,112,725 $2,073,332 $277,582 $272,609 $260,902 $240,754 $227,016 Purchase Power Agreements The Town of Reading acting through its Light Department is a Participant in certain projects of the Massachusetts Municipal Wholesale Electric Company (MMWEC). MMWEC is a public corporation and a political subdivision of the Commonwealth of Massachusetts created as a means to develop a bulk power supply for its Members and other utilities. MMWEC is authorized to construct, own or purchase ownership interests in and to issue revenue bonds to finance electric facilities (Projects). MMWEC has acquired ownership interest in electric facilities operated by other utilities and also owns and operates its own electric facilities. MMWEC sells all of the capability (Project Capability) of each of its projects to its Members and other Utilities (Project Participants) under Power Sales Agreements (PSA's). MMWEC also contracts to purchase power from third parties, which is resold to Members and other utilities under agreements known as Power Purchase Agreements (PPA's). The payments required to be made to MMWEC under the PSA's and PPA's are payable solely from Municipal Light Department revenues. The following table presents the aggregate amount of RMLD's required payments under PSA's and PPA's, exclusive of the Reserve and Contingency Fund billings, to MMWEC at June 30, 2012, and estimated for future years: For Year Ended June 30, Annual Cost 2012 2013 2014 2015 2016 Thereafter $ Total 4,349,448 3,985,453 3,551,564 2,573,569 2,700,157 1,663,433 $ 18,823,624 In addition, the Department is required to pay its share of the Operation and Maintenance (O&M) costs of the Projects in which it participates. The Department's total O&M costs, including debt service under the PSA's, were $15,726,000 and $16,070,000 for the years ended June 30, 2008 and 2009, respectively. The Department’s total O&M costs, including debt service under PSA’s, was $13,178,000 for the fiscal year ended June 30, 2010. The Department’s total O&M costs, including debt service under PSA’s, was $18,273,000 for fiscal year ended June 30, 2011. The Department’s total O&M costs, including debt service under PSA’s, was $14,291,416 for fiscal year ended June 30, 2012. 28 Other Purchase Power Obligations In addition to its agreements through MMWEC, the RMLD has entered into agreements to purchase power from Hydro-Quebec, New York Power Authority (PASNY), Macquarie, JP Morgan, Constellation and Nextera, under contracts with terms ranging from 3 to 17 years. Under these contracts the Department is required to make purchases based on an entitlement percentage or system power contract. The following is a schedule of the aggregate amount of such required purchases as of June 30, 2012: For Year Ended June 30, Annual Cost 2012 2013 2014 2015 $ 16,938,000 17,862,000 18,355,000 20,094,095 Total $ 73,249,095 Deregulation In November 1997, the Commonwealth of Massachusetts enacted legislation effective March 1, 1998 to restructure the electric utility industry. The RMLD is not specifically subject to the legislation. However, it is Management's belief that industry restructuring and customer choice promulgated within the legislation will have an effect on RMLD's operations. Annual Audits The financial statements of the Reading Municipal Light Department are audited annually by the firm of Melanson, Heath & Company, PC of Andover, Massachusetts. Set forth on the following pages are a Comparative Balance Sheet and a Comparative Statement of Revenues, Expenses and Changes in Fund Net Assets for the fiscal years ending June 30, 2008 through June 30, 2012. Said statements were extracted from audited financials. 29 TOWN OF READING, MASSACHUSETTS MUNICIPAL LIGHT DEPARTMENT BUSINESS-TYPE PROPRIETARY FUND STATEMENT OF NET ASSETS 6/30/2012 ASSETS Current: Unrestricted cash Receivables, net of allowance for uncollectibles Prepaid expenses Inventory Total current assets Noncurrent: Restricted cash Restricted investments Investment in associated companies Non-depreciable capital assets Depreciable capital assets, net of accumulated depreciation Unamortized bond discount Other assets Total noncurrent assets $ TOTAL ASSETS LIABILITIES Current: Accounts payable Customer deposits Customer advances for construction Accrued interest payable Accrued liabilities Due to retirement trust Current portion of bonds payable Accrued employee compensated absences Calpine contract termination Total current liabilities Noncurrent: Bonds payable, net of current portion Accrued employee compensated absences Calpine contract termination Other post-employment benefits Total noncurrent liabilities $ TOTAL LIABILITIES 6/30/2011 9,957,960 8,115,722 762,930 1,495,337 20,331,949 $ 6,596,634 8,749,838 753,132 1,586,245 17,685,849 6/30/2010 $ 8,167,774 7,823,935 756,954 1,634,571 18,383,234 6/30/2009 $ 8,635,772 7,087,246 753,345 1,563,070 18,039,433 6/30/2008 $ 11,859,292 9,143,636 152,718 1,662,582 22,818,228 19,187,119 61,574 1,265,842 67,405,075 87,919,610 16,385,677 2,200,000 77,463 1,265,842 66,294,667 86,223,649 15,255,385 1,400,000 97,690 1,265,842 65,615,657 83,634,574 11,563,437 4,400,000 122,391 1,265,842 63,391,248 15,988 80,758,906 11,011,779 4,400,000 122,391 3,102,442 57,876,740 19,504 76,532,856 108,251,559 103,909,498 102,017,808 98,798,339 99,351,084 4,934,861 631,268 363,459 469,906 1,000,000 116,062 7,515,556 $ 4,997,392 561,385 255,980 390,660 56,698 6,262,115 $ 6,188,258 499,197 333,919 343,076 73,802 7,438,252 $ 5,448,255 496,335 696,517 258,000 550,000 81,713 7,530,820 $ 6,450,130 481,328 710,537 303,842 550,000 78,470 8,574,307 2,866,854 1,335,089 4,201,943 2,878,001 1,165,800 4,043,801 2,946,231 813,461 3,759,692 2,791,401 436,402 3,227,803 550,000 2,603,748 3,153,748 11,717,499 10,305,916 11,197,944 10,758,623 11,728,055 68,670,917 2,635,206 1,344,829 23,883,108 67,560,510 4,265,768 1,169,499 20,607,805 66,881,500 4,801,694 19,136,670 64,107,090 4,403,130 19,529,496 59,879,183 2,937,735 24,806,111 NET ASSETS Invested in capital assets, net of related debt Restricted for depreciation fund Restricted for other post-employment benefits Unrestricted TOTAL NET ASSETS $ 96,534,060 (1) Extracted from audited financial statements 30 $ 93,603,582 $ 90,819,864 $ 88,039,716 $ 87,623,029 TOWN OF READING, MASSACHUSETTS MUNICIPAL LIGHT DEPARTMENT BUSINESS-TYPE PROPRIETARY FUND STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET ASSETS Operating Revenues: Electric sales, net of discounts of $4,229,951 (FY12) and $4,323,198 (FY11), respectively Customer refunds and fuel charge adjustments: Rate refund Purchase power capacity refunds Fuel charge adjustments Contract work - street lights revenue Total Operating Revenues Operating Expenses: Purchase power Operating Maintenance Depreciation Voluntary payments to towns Contract work - street lights expenses Hazardous waste mitigation - Gaw Substation Total Operating Expenses Operating Income Nonoperating Revenues (Expenses): Contributions in aid of construction Return on investment to Town of Reading Interest Income Interest expense MMWEC refund FEMA Grant Loss on disposal of capital assets Other Total Nonoperating Revenues (Expenses), Net Change in Net Assets Net Assets at Beginning of Year, as restated Net Assets at End of Year _________________ (1) Extracted from audited financial statements. For Fiscal Year Ended 6/30/2010 6/30/2009 6/30/2012 6/30/2011 $ 82,546,941 $ 87,511,283 $ 80,892,291 $ 91,111,013 $ 86,243,927 3,203 (785,180) 81,764,964 1,055,105 729,113 89,295,501 5,063,829 586,718 86,542,838 2,222,886 834,086 94,167,985 2,352,276 (1,649,970) 86,946,233 60,361,614 9,882,934 2,235,228 3,552,330 1,351,568 77,383,674 66,822,547 9,762,601 2,189,310 3,452,749 1,330,070 1,386,395 84,943,672 68,012,702 8,780,835 1,815,612 2,240,846 1,282,631 1,096,431 83,229,057 77,172,343 9,106,788 1,912,948 3,134,387 1,207,979 92,534,445 69,641,773 8,701,880 2,049,360 3,023,536 1,146,094 84,562,643 4,381,290 4,351,829 3,313,781 1,633,540 2,383,590 17,226 (2,205,957) 88,705 (1,460) 516,183 325,007 (563,957) 373,441 (1,450,812) 65,693 (2,171,880) 103,765 (2,005) 571,635 (371,491) 236,172 (1,568,111) 772,279 (2,186,670) 184,618 (11,620) 371,273 (3,571) 340,058 (533,633) 177,680 (2,112,725) 398,369 (49,911) 107,879 (39,767) 301,622 (1,216,853) 151,992 (2,073,332) 595,433 (85,843) 383,202 (24,797) 303,020 (750,325) 2,930,478 2,783,718 2,780,148 416,687 1,633,265 93,603,582 90,819,864 88,039,716 87,623,029 85,989,764 $ 96,534,060 $ 93,603,582 $ 90,819,864 $ 88,039,716 $ 87,623,029 31 6/30/2008 INDEBTEDNESS General Information on Debt Authorization and Legal Limit Bonds and notes are generally authorized on behalf of a town by a two-thirds vote of the town meeting, subject to a referendum vote if a petition therefore is timely filed. Borrowings for certain purposes require state administrative approval. Temporary loans in anticipation of current revenues and certain state and county reimbursements are generally authorized by majority vote, but provision is made for temporary loans in anticipation of federal grants and for other purposes in certain circumstances without town meeting authorization. The general debt limit of the Town consists of a normal debt limit and a double debt limit. The normal debt limit is 5 percent of the valuation of taxable property as last equalized by the State Department of Revenue. The Town can authorize debt up to this amount without state approval. It can authorize debt up to twice this amount (the double debt limit) with the approval of the State’s Municipal Finance Oversight Board, consisting of the attorney general, the state treasurer, the state auditor, and the director of accounts. There are many categories of debt which are exempt from and do not count against either the normal debt limit or the double debt limit. Among others, these exempt categories include temporary loans in anticipation of current revenues, temporary loans in anticipation of grants and reimbursements, certain school bonds and sewer bonds, and subject to special debt limits, bonds for water and urban renewal purposes. Industrial revenue bonds not backed by the credit of the municipality and are not reflected in any statement of indebtedness herein. Types of Obligations General Obligations. Massachusetts cities and towns are authorized to issue general obligation indebtedness of these types: Serial Bonds and Notes. These are generally required to be payable in annual principal amounts beginning no later than the end of the next fiscal year commencing after the date of issue and ending within the terms permitted by law. A level debt service schedule, or a schedule that provides for a more rapid amortization of principal than level debt service, is permitted. The principal amounts of certain economic development bonds supported by tax increment financing may be payable in equal, diminishing or increasing amounts beginning within 5 years after the date of issue. The maximum terms of serial bonds and notes vary from one year to 40 years, depending on the purpose of the issue. The maximum terms permitted are set forth in the statutes. In addition, for many projects, the maximum term may be determined in accordance with useful life guidelines promulgated by the State Department of Revenue (“DOR”). Serial bonds and notes may be issued for the purposes set forth in the statutes. In addition, serial bonds and notes may be issued for any other public work improvement or asset not specifically listed in the Statutes that has a useful life of at least 5 years. Bonds or notes may be made callable and redeemed prior to their maturity, and a redemption premium may be paid. Refunding bonds or notes may be issued subject to the maximum applicable term measured from the date of the original bonds or notes and must produce present value savings over the debt service of the refunded bonds. Generally, the first required annual payment of principal of the refunding bonds cannot be later than the first principal payment of any of the bonds or notes being refunded thereby, however, principal payments made before the first principal payment of any of the bonds or notes being refunded thereby may be in any amount. Serial bonds may be issued as “qualified bonds” with the approval of the state Municipal Finance Oversight Board composed of the State Treasurer, the State Auditor, the Attorney General and the Director of Accounts, subject to such conditions and limitations (including restrictions on future indebtedness) as may be required by the Board. Qualified bonds may mature not less than 10 nor more than 30 years from their dates and are not subject to the amortization requirements described above. The State Treasurer is required to pay the debt service on qualified bonds and thereafter to withhold the amount of the debt service paid by the State from state aid or other state payments; administrative costs and any loss of interest income to the State are to be assessed upon the city or town. Tax Credit Bonds or Notes. Subject to certain provisions and conditions, the officers authorized to issue bonds or notes may designate any duly authorized issue of bonds or notes as “tax credit bonds” to the extent such bonds and notes are otherwise permitted to be issued with federal tax credits or other similar subsidies for all or a portion of the borrowing costs. Tax credit bonds may be made payable without regard to the annual installments required by any other law, and a sinking fund may be established for the payment of such bonds. Any investment that is part of such a sinking fund may mature not later than the date fixed for payment or redemption of the applicable bonds. Bond Anticipation Notes. These generally must mature within two years of their original dates of issuance but may be refunded from time to time for a period not to exceed five years from their original dates of issuance, provided that for each 32 year that the notes are refunded beyond the second year they must be paid in part from revenue funds in an amount at least equal to the minimum annual payment that would have been required if the bonds had been issued at the end of the second year. For certain school projects, however, notes may be refunded from time to time for a period not to exceed seven years without having to pay any portion of the principal of the notes from revenue funds. The maximum term of bonds issued to refund bond anticipation notes is measured (except for certain school projects) from the date of the original issue of the notes. Revenue Anticipation Notes. The amount borrowed in each fiscal year by the issue of revenue anticipation notes is limited to the tax levy of the prior fiscal year, together with the net receipts in the prior fiscal year from the motor vehicle excise and certain payments made by the Commonwealth in lieu of taxes. The fiscal year ends on June 30. Notes may mature in the following fiscal year, and notes may be refunded into the following fiscal year to the extent of the uncollected, unabated current tax levy and certain other items, including revenue deficits, overlay deficits, final judgments and lawfully unappropriated expenditures, which are to be added to the next tax levy, but excluding deficits arising from a failure to collect taxes of earlier years. (See "Taxation to Meet Deficits" under "PROPERTY TAX" above). In any event, the period from an original borrowing to its final maturity cannot exceed one year. Grant Anticipation Notes. These are issued for temporary financing in anticipation of federal grants and state and county reimbursements. Generally they must mature within two years but may be refunded from time to time as long as the municipality remains entitled to the grant or reimbursement. Revenue Bonds. Cities and towns may issue revenue bonds for solid waste disposal facilities, for projects financed under the Commonwealth Water Pollution Abatement or Drinking Water Revolving Loan Programs and for certain economic development projects supported by tax increment financing. In addition to general obligation bonds and notes, cities and towns having electric departments may issue revenue bonds, and notes in anticipation of such bonds, subject to the approval of the State Department of Telecommunications and Energy. Trend in Revenue Anticipation Note Borrowing The Town has not issued revenue anticipation notes since fiscal year 1974 and does not plan to do so in fiscal 2012. DIRECT DEBT SUMMARY (1) As of June 30, 2012 Long-Term Indebtedness: General Water (2) MWPAT (2)(3) School (4) MWRA $ 6,040,000 9,400,000 10,463 20,415,000 2,379,868 Total Long Term Debt Outstanding $ 38,245,331 Total Direct Debt (1) (2) (3) (4) $ 38,245,331 Excludes lease and installment purchase obligations, overlapping debt, and unfunded pension liability. Outside the Town’s general debt limit. Exempt from the limits of Proposition 2 ½. MWPAT subsidy not reflected. $1,190,000 is outside the Town’s general debt limit and $14,380,000 is exempt from Proposition 2 ½. As of June 30, 2012, the unpaid balance of state school construction grants payable over the life of outstanding school bonds for eligible project costs, including debt service, is approximately $4,620,360. 33 Key Debt Ratios 2012 (5) Amount (1) Debt per Capita (2) Percent of Assessed Valuation (3) Percent of Equalized Valuation (4) Amount per Capita as a Percent of Personal Income per Capita (2) (1) (2) (3) (4) (5) $ $ As of June 30, 2010 2011 38,245,331 1,545.45 1.02% 0.99% $ $ 55,071,096 2,225.36 1.46% 1.41% 3.52% $ $ 2009 60,729,061 2,561.54 1.67% 1.49% 6.76% $ $ 2008 60,853,099 2,566.77 1.64% 1.50% 7.89% $ $ 7.80% 65,001,807 2,883.97 1.73% 1.65% 8.77% Excludes temporary loans, lease-purchase obligations, overlapping debt, unfunded pension liability, and other liabilities or contractual obligations not more than 90 days past due. Source: U.S. Department of Commerce, Bureau of the Census. Source: Board of Assessors. Assessed valuation as of the prior January 1. Source: Massachusetts Department of Revenue - Equalized valuation in effect for that fiscal year. (Equalized valuations are established as of January 1 of even-numbered years for the next two fiscal years.) In March 2012, in conjunction with a refunding bond issue, the Town received a $14,553,209 lump sum grant from the MSBA which was used to prepay outstanding bonds for the High School and Coolidge Middle School. Annual Debt Service as of June 30, 2012 (1) Fiscal Year 2013 Less MWPAT Subsidy Outstanding (2) Principal Interest $ 4,557,405 5,453,294 11.9 1,300,885 (482) (462,036) 4,861,907 22.4 2015 3,148,539 1,165,485 (416) (462,036) 3,851,572 30.7 2016 2,910,605 1,063,339 (351) (462,036) 3,511,557 38.3 2017 2,925,605 950,029 (285) (462,036) 3,413,313 45.9 2018 2,891,165 834,288 (219) (462,036) 3,263,198 53.5 2019 2,566,165 726,820 (154) (462,036) 2,830,795 60.2 2020 2021 2,616,165 2,651,143 624,138 518,336 (91) (30) (462,036) (462,036) 2,778,177 2,707,413 67.0 74.0 2022 2,690,000 410,369 - (462,036) 2,638,333 81.0 2023 2,425,000 299,805 - - 2,724,805 87.3 2024 2,490,000 191,686 - - 2,681,686 93.9 2025 880,000 79,763 - - 959,763 96.2 2026 540,000 51,375 - - 591,375 97.6 2027 540,000 29,588 - - 569,588 99.0 397,800 100.0 390,000 $ 38,245,331 $ 7,800 $ 9,612,174 (543) $ $ (462,036) $ Cumulative % Principal Retired 4,023,539 Total 1,358,468 Net Debt Service 2014 2028 $ Less State School Construction Aid - (2,571) $ (4,620,360) $ 43,234,574 _______________ (1) Excludes short-term debt, lease and installment purchase obligations, overlapping debt and unfunded pension liability. (2) Principal totaling $14,390,463 and interest totaling $4,359,953 is exempt from the provisions of Proposition 2 1/2. 34 Authorized Unissued Debt and Prospective Financing Currently, the Town has $1,853,800 of authorized unissued debt, as follows: Memorial High School Sewer Water Killam School Remodeling Birch Meadow School Remodeling Additional School Remodeling (Killam & Birch Meadow) Total $ 187,000 181,800 235,000 830,000 170,000 250,000 $ 1,853,800 Debt Service Mitigation Plan On November 19, 1989, a special act of the state legislature was signed by the Governor enabling the Town of Reading to establish a special fund for the proceeds of sales of real estate. (See "TOWN FINANCES - Sale of Real Estate Fund," above.) The Fund can only be used to provide funding for capital projects, retirement of the debt service related to capital projects or to provide funding for the unfunded pension liability and requires a two-thirds appropriation vote. (See "TOWN OF READING, MASSACHUSETTS - Landfill," above.) Overlapping Debt The following are the principal entities whose indebtedness is chargeable to or payable in part from taxation of property within the Town of Reading: Outstanding Bonded Debt as of June 30, 2012 Massachusetts Bay Transportation Authority (2) Massachusetts Water Resources Authority (3) Water Sewer Northeast Metropolitan Regional Vocational School District (4) $5,769,214,580 2,099,794,000 4,027,396,000 - Reading's Estimated $ Share % N/A N/A 1,898,258 0.03% N/A N/A Total Fiscal 2013 Dollar Assessment (1) $ 522,885 1,811,212 4,326,182 195,691 (1) Dollar assessment based upon total net operating expenses, inclusive of debt service where applicable. (2) Source: M.B.T.A. The municipal share is based on a percentage furnished by the M.B.T.A. as that used in the most recent assessment of aggregate net cost of service of the M.B.T.A., including debt service and net operating expenses, although assessments for various categories of service are separately calculated by different formulae. Shares vary from year to year. The Commonwealth pays approximately 90% of the debt service on M.B.T.A. bonds. It has also been State practice in recent years to absorb enough of the net cost of service of the M.B.T.A. to assure that total assessments on the cities and towns within territory of the M.B.T.A. will not exceed 102 1/2 percent of the prior year's assessments. (3) Source: The Massachusetts Water Resources Authority (the "Authority"), established by the Massachusetts Water Resources Authority Act, Chapter 372 of the Acts of 1984 of the Commonwealth of Massachusetts, is a body politic and corporate and public instrumentality and an independent public authority of the Commonwealth. In 1985, the Authority assumed possession and control from the Metropolitan District Commission of a water distribution system and a sewer system which provides wholesale services to 61 cities and towns located primarily in eastern Massachusetts, including most of the metropolitan Boston area. In addition to its operating responsibilities, the Authority is responsible for rehabilitating and repairing the systems to bring them into compliance with applicable environmental laws. The largest share of major capital improvements to the system (the "Capital Program") is for projects relating to constructing and rehabilitating sewerage collection and treatment facilities in order to bring the sewer system's wastewater discharges into Boston Harbor into compliance with federal and state pollution control requirements. These projects are conducted in substantial part under court 35 orders entered by the U.S. District Court in a continuing Clean Water Act enforcement proceeding filed against the Authority by the U. S. Environmental Protection Agency. (4) Source: Business Manager, Northeast Metropolitan Regional Vocational School District. The operating expenses and debt service of regional school districts are apportioned among the member municipalities in accordance with the agreements establishing the districts, subject to the provisions of the Education Reform Act of 1993. The Town is a member along with the Towns of North Reading, Saugus, Stoneham, Wakefield, Winchester and Winthrop and the Cities of Chelsea, Malden, Melrose, Revere and Woburn. Contractual Obligations Municipal contracts are generally limited to currently available appropriations. Statutory authority is granted, however, to make contracts extending into future years for certain specified purposes and subject to specific maximum term limits. A city or town generally has authority to enter into contracts for the exercise of any of its corporate powers for any period of time deemed to serve its best interests, but generally only when funds are available for the first fiscal year; obligations for succeeding fiscal years generally are expressly subject to availability and appropriation of funds. Municipalities have specific authority in relatively few cases to enter long-term contractual obligations that are not subject to annual appropriation, including contracts for refuse disposal (20 year maximum term). Municipalities may also enter into long-term contracts in aid of housing and renewal projects. There may be implied authority to make other long-term contracts required to carry out authorized municipal functions, such as contracts to purchase water from private water companies. Municipal electric departments have statutory power to enter into long-term contracts for joint ownership and operation of generating and transmission facilities and for the purchase or sale of capacity, including contracts requiring payments without regard to the operational status of the facilities. (See "READING MUNICIPAL LIGHT DEPARTMENT," above.) Pursuant to the Home Rule Amendment to the Massachusetts Constitution, cities and towns may also be empowered to make other contracts and leases. The Town presently has the following significant contracts in effect: Nature of Contract Solid Waste Collection and Collection of Recyclables Solid Waste Disposal Budget FY-12 Vendor JRM Hauling and Recycling JRM Hauling and Recycling Covanta Haverhill, Inc Source: Public Works Director. 36 $ 604,500 170,500 639,116 Budget FY-13 $ 650,000 210,000 575,000 Contract Expiration Date 7/2/2016 7/2/2016 6/30/2015 TOWN OF READING RETIREMENT SYSTEM The Massachusetts General Laws provide for the establishment of contributory retirement systems for state employees, for teachers and for county, city and town employees other than teachers. Teachers are assigned to a separate statewide teachers’ system and not to the city and town systems. For all employees other than teachers, this law is subject to acceptance in each city and town. Substantially all employees of an accepting city or town are covered. If a town has a population of less than 10,000 when it accepts the statute, its non-teacher employees participate through the county system and its share of the county cost is proportionate to the aggregate annual rate of regular compensation of its covered employees. In addition to the contributory systems, cities and towns provide non-contributory pensions to a limited number of employees, primarily persons who entered service prior to July 1, 1937 and their dependents. The Public Employee Retirement Administration Commission (“PERAC”) provides oversight and guidance for and regulates all state and local retirement systems. The obligations of a city or town, whether direct or through a county system, are contractual legal obligations and are required to be included in the annual tax levy. If a city or town, or the county system of which it is a member, has not established a retirement system funding schedule as described below, the city or town is required to provide for the payment of the portion of its current pension obligations which is not otherwise covered by employee contributions and investment income. “Excess earnings,” or earnings on individual employees’ retirement accounts in excess of a predetermined rate, are required to be set aside in a pension reserve fund for future, not current, pension liabilities. Cities and towns may voluntarily appropriate to their system’s pension reserve fund in any given year up to five percent of the preceding year’s tax levy. The aggregate amount in the fund may not exceed ten percent of the equalized valuation of the city or town. If a city or town, or each member city and town of a county retirement system, has accepted the applicable law, it is required to annually appropriate an amount sufficient to pay not only its current pension obligations, but also a portion of its future pension liability. The portion of each such annual payment allocable to future pension obligations is required to be deposited in the pension reserve fund. The amount of the annual city or town appropriation for each such system is prescribed by a retirement system funding schedule which is periodically reviewed and approved by PERAC. Each system’s retirement funding schedule is designed to reduce the unfunded actuarial pension liability of the system to zero by not later than June 30, 2030, with annual increases in the scheduled payment amounts of not more than 4.5 percent. The funding schedule must provide that payment in any year of the schedule is not less than 95 percent of the amount appropriated in the previous fiscal year. City, town and county systems which have an approved retirement funding schedule receive annual pension funding grants from the Commonwealth for the first 16 years of such funding schedule. Pursuant to recent legislation, a system (other than the state employees’ retirement system and the teachers’ retirement system) which conducts an actuarial valuation as of January 1, 2009, or later, may establish a revised schedule which reduces the unfunded actuarial liability to zero by not later than June 30, 2040, subject to certain conditions. If the schedule is so extended under such provisions and a later updated valuation allows for the development of a revised schedule with reduced payments, the revised schedule shall be adjusted to provide that the appropriation for each year shall not be less than that for such year under the prior schedule, thus providing for a shorter schedule rather than reduced payments. City, town and county systems may choose to participate in the Pension Reserves Investment Trust Fund (the “PRIT Fund”), which receives additional state funds to offset future pension costs of participating state and local systems. If a local system participates in the PRIT Fund, it must transfer ownership and control of all assets of its system to the Pension Reserves Investment Management Board, which manages the investment and reinvestment of the PRIT Fund. Cities and towns with systems participating in the PRIT Fund continue to be obligated to fund their pension obligations in the manner described above. The additional state appropriations to offset future pension liabilities of state and local systems participating in the PRIT Fund are required to total at least 1.3 percent of state payroll. Such additional state appropriations are deposited in the PRIT Fund and shared by all participating systems in proportion to their interests in the assets of the PRIT Fund as of July 1 for each fiscal year. Cost-of-living increases for each local retirement system may be granted and funded only by the local system, and only if it has established a funding schedule. Those statutory provisions are subject to acceptance by the local retirement board and approval by the local legislative body, which acceptance may not be revoked. The Town contributes to the Town of Reading Retirement System (the "System"), a multi-employer, public employee retirement system that acts as the investment and administrative agent for the Town, the Reading Municipal Light Department and the Reading Housing Authority. The System covers substantially all full-time municipal employees except school teachers, whose pensions are covered by the Commonwealth of Massachusetts Teachers' Retirement System to which the Town of Reading does not contribute. 37 Covered payroll for employees participating in the Town's system for the year ended June 30, 2011 was $19,937,502. As of June 30, 2012, there were 338 active participants in the system and 336 retirees and beneficiaries. The System is partially funded by employee contributions. One town retiree is covered by the Town’s non-contributory pension plan. The System participates in PRIT and, as such, shares in the annual appropriation made to PRIT by the Commonwealth. State contributions are based upon the System's net assets in PRIT at the beginning of the fiscal year. As of June 30, 2012, the System's shares in PRIT had a market value of $90,424,492. The annual contributions of the Town to the retirement system for the current and last five fiscal years are as follows: Fiscal Year 2013 (budgeted) 2012 2011 2010 2009 2008 Contributory (1) $4,543,434 4,420,234 4,206,995 3,667,731 3,582,522 3,785,504 Non-Contributory $67,500 75,000 73,500 73,500 77,280 102,681 Source: Town Accountant. (1) Includes contributions of the Municipal Light Department and excludes those of the Reading Housing Authority. As of June 30, 2011, the total benefit obligation of the System was $134,440,050 and net assets available for benefits at actuarial value were $91,359,151, resulting in an unfunded pension benefit obligation of $43,080,899. The Town formally accepted all of the provisions of Chapter 697 effective December 28, 1989. Prior to that date, the Town's contributions to the system were actuarially determined using the entry age normal cost method. The contribution level was calculated using a level percent of future payroll to amortize the unfunded actuarial liability over a 40-year period. Thus, prior to the acceptance of Chapter 697, the Town had initiated a contribution level sufficient to fund its unfunded liability. The Reading Municipal Light Department pays its contribution to the System from the employees retirement trust. As of June 30, 2012, the balance in the trust (fair value) was $5,476,777. The Town has voted to accept legislation that provides for cost of living adjustments (COLA) for retirees, subject to the approval of the Reading Retirement Board. The statutory provisions have been accepted by the Retirement Board, which acceptance may not be revoked. The impact of this legislation is estimated to require an increase in the appropriation to the retirement system of approximately 2.5% per year through 2028. Other Post-Employment Benefits In addition to pension benefits, cities and towns may provide retired employees with health care and life insurance benefits. The portion of the cost of such benefits paid by cities or towns is generally provided on a pay-as-you-go basis. The pay-as-you-go cost to the Town for such benefits in recent years has been as follows: Fiscal Year 2012 2011 2010 2009 2008 2007 Benefit Cost N.A. $ 4,337,028 3,723,762 3,368,385 2,795,821 1,369,957 The Governmental Accounting Standards Board (“GASB”) recently promulgated its Statement Nos. 43 and 45, which will for the first time require public sector entities to report the future costs of these non-pension, post-employment benefits in their financial statements. These new accounting standards do not require pre-funding the payment of these costs as the liability for such costs accrues, but the basis applied by the standards for measurement of costs and liabilities for these benefits is conservative if they continue to be funded on a pay-as-you-go basis and will result in larger yearly cost and liability accruals than if the cost of such benefits were pre-funded in a trust fund in the same manner as traditional pension benefits. Cities and towns that choose to self-insure all or a portion of the cost of the health care benefits they provide to employees and retirees may establish a trust fund for the purpose of paying claims. In addition, cities and towns may establish a trust fund for the purpose of pre-funding other post-employment benefits liability in the same manner as traditional pension benefits. 38 The Town is required to implement the new GASB reporting requirements for other post-employment benefits beginning in fiscal year 2008. As of June 30, 2011, the Town’s unfunded actuarial accrued liability was approximately $93.29 million and the Town’s annual required contribution (‘ARC’) is approximately $6.56 million. These totals include municipal light department, water, sewer and the general fund. The Town has not yet determined how it will fund this liability. EMPLOYEE RELATIONS City and town employees (other than managerial and confidential employees) are entitled to join unions and to bargain collectively on questions of wages, hours and other terms and conditions of employment. Provisions for compulsory arbitration or labor disputes involving firefighters and police officers were repealed by the Proposition 2 1/2 legislation. The Town employs approximately 1,417 full and part-time workers of whom 987 are employed by the School Department, 57 by the Police Department, 59 by the Department of Public Works, 48 by the Fire Department, 76 by the Municipal Light Department, and the balance by other departments of the Town. Approximately 816 employees are represented in collective bargaining by 13 bargaining units, as follows: Number of Employees Employee Category School: Reading Teacher's Association Custodians Secretaries and Clerical Cafeteria Workers Para-educators Town: Patrolmen's Association Police Superior Officers Dispatchers Firefighters DPW Laborers Engineers and Water Treatment Workers Reading Municipal Light Department: Clerical and Technical Linemen, Station Operators, and Meter Readers Total Contract Expiration (1) 389 23 16 35 141 8/31/14 6/30/14 6/30/14 6/30/14 6/30/14 32 9 9 46 40 6 6/30/14 6/30/14 6/30/14 6/30/14 6/30/14 6/30/14 25 45 816 12/31/12 12/31/12 ___________________ (1) Expired contracts are currently in negotiations. LITIGATION There are various suits pending in courts within the State in which the Town is a defendant. In the opinion of the Town, no litigation is pending, or to its knowledge threatened, which is likely to result, either individually or in the aggregate, in final judgments against the Town materially affecting its financial position. _____________________________ TOWN OF READING, MASSACHUSETTS /s/ Nancy J. Heffernan, Treasurer March 25, 2013 39
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