The Keystone Neighbourhood Company · Services provided by the KNC include general maintenance of common areas, snow and trash removal, landscaping and beautification, enforcement

THE KEYSTONE NEIGHBOURHOOD COMPANY SPECIAL MEMBERS’ MEETING

July 3rd, 2019 (Warren Station at Keystone)

AGENDA

I. Call the Meeting to Order . . . . . . Verbal A. Introduction of Executive Board . . . . Verbal B. State of the County by Summit County Officials . . . Verbal C. Resort Update . . . . . . Verbal D. Approval of Previous Meeting Minutes . . . . 1 - 5

II. Audit Report (Paul Backes of McMahon & Associates)A. Audit and Year-End 2018 . . . . . Verbal

III. Executive Director’s Report (Mark Mathews)A. Year-to-Date April 30, 2019 Financial Reports . . . 6 - 14 B. Capital Projects Status . . . . . . Verbal

IV. Vote (Mark Mathews)A. Determination of Quorum . . . . . Verbal B. Candidate Forum . . . . . . Verbal

a. River Run Residential Director Board Seat Election currently held byMarilyn Manning

b. At-Large Residential Director Board Seat Election currently held byGail Allaman

c. At-Large Director Board Seats Election currently held Clare Lehmanand Jonathan Smith

d. At-Large Commercial Director Board Seat Election currently held byDonna Nolz

C. Vote on Board Nominees. . . . . 15 - 22 (Ballot on page 22)

V. General DiscussionA. Events and Warren Station Update (Maja Russer) . . Verbal B. 2019 Summer Events Calendar . . . . . 24 - 25 C. Member Questions / Comments (2 minutes each)(Mark Mathews) Verbal

VI. Election & Voting Results (Mark Mathews) . . . . Verbal

VII. Next Meeting Date (Mark Mathews) . . . . . Verbal Friday, November 22nd, 2019 from 2:00 – 5:00 pm

VIII. Adjournment . . . . . . . . Verbal

The Keystone Neighbourhood Company

Annual Members’ Meeting

November 16, 2018

I. Call the Meeting to Order

The Keystone Neighbourhood Company (KNC) Annual Members’ Meeting was called to order by

Mr. Buchheister at 2:13 p.m. in Warren Station.

Board Members Present Were:

Geoff Buchheister, President, Resort Director

Gail Allaman, Secretary, At Large Residential Director

David Stelzer, Ski Tip Residential Director

Clare Lehman, At Large Director

Donna Nolz, At Large Commercial Director

Don McCoy, River Run Commercial Director

Homeowners Present Were:

Scott Silver, #2217 Ginger Boult, #2241

Gunther Kerkhoff, #2316 Liz & Brian Van Vechten, #2336

Homer & Becky Kay, #3033 Doug & Nancy Sims, #6223

Darin & Diane Daby, #8038 Dirk Martin, #8202

Geoff Kaeser, #8210 Gary & Pam Preston, #8374

Richard Alan Fuhr, #8417 Jim Hutter, #8481

Barb Schwarte, #8481 Jason Pratt, #8490

Anne & Tom Matchell, #8510 Patty Murray, #8531

Mike Dammell, #8603 Judd Ellmers, #8702

John McDonald, #8767 Michael Trask, #8802

Penny Gibson, #8810 Joe & Lori Rooney, 55 Tieze Ln.

Jeanne Startzel, 780 Outpost Dawn Gaynor, #84 River Run

Steve Kelley, #23 Alders

Representing the Keystone Neighbourhood Company Were:

Mark Matthews, KNC Executive Director Mindy Bothel, Business Manager

Maya Russer, Director of Events & Marketing Chelsea Rybak, Special Events Mgr.

Michelle Anderson, Warren Station Coord. Brendan Lawrence, Office Coord.

Chris Duncan, Warren Station Mgr. Erin Bissette, Special Events Coord.

Representing Keystone Property Management Were:

Josh McReynolds, Community Association Manager

Alan Teets, Community Association Manager

Jeff Pennette, Senior Community Association Manager

Others present were Ralf Garrison Presenter and Erika Krainz, Summit Mgt. Resources,

Recording Secretary

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A. Approval of Previous Meeting Minutes

Mr. Sims motioned to approve the June 29, 2018 Special Members’ Meeting minutes as

presented. Mr. Rooney seconded and the motion carried.

B. Ralf Garrison: Mountain Travel Market Update

Mr. Garrison presented a Mountain Travel Market Update 2019. The information

addressed key influences on the lodging industry, including econometrics (economic

recovery, federal policy, geopolitical considerations and consumer confidence),

consumers/customers (psychographics, age transition, time vs. money, disruption caused

by technology and nationalism), attractions/activities (destination magnets,

legacy/niche/experiential activities) and bed base (hot – warm – cold beds, capacity, aging

inventory and the effect of the grey market).

He provided a 2017/2018 Summary:

1. Breckenridge, Copper Mountain and Keystone are the Summit County destinations

that have provided statistically relevant data.

2. Occupancy last winter was very similar to the year prior but there was some filling

of the valleys between peak occupancy periods.

3. Occupancy, ADR and RevPar in Summit County are similar to the overall industry.

4. The industry average rate for summer occupancy is $237 versus $162 for Keystone.

5. Winter occupancy and RevPar for Summit County in 2018/2019 are up and rates

are flat.

6. There were 53.9 million skier visits in US last year.

C. Resort Update

Mr. Buchheister stated that the mission is for Keystone to be the leader in delivering

family experiences. There are concerns about the effects of technology and the team is

looking to find new ways for families to connect on the mountain.

He reviewed new developments for 2018/2019:

1. Keystone was voted the most family friendly resort.

2. Added Keystone’s 21st lift. It is a second carpet at the gondola mid-station.

3. Replaced 6,200 feet of snowmaking infrastructure on Paymaster and added a valve

house on Schoolmarm.

4. Added snow fence at the top of Santiago to retain natural snow along the ridge.

5. Mowed the growth on Porcupine to facilitate opening the trail with less snow

depth.

6. In Mountain Dining, there is new Go Big Burger concept on the first floor of the

Mountain House. The Resort has a commitment to zero emissions and waste in the

landfill and has eliminated straws. The Mountain House Coffee Corner has been

reimagined.

7. Dercum Mountain opened two days ahead of schedule on November 7th and North

Peak opened on November 9th. The Outback will be opening on November 17th.

8. The Ski Tip guest rooms were rejuvenated and one room was converted to a guest

lodge.

9. The Conference Center carpet is being replaced and a coffee shop is being added.

10. There will be curling at Lakeside Village this winter.

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11. Kidtopia signature events include the Holiday Spectacular November 24th –

December 24th, the Culinary Festival February 8th – 15th and the Music Experience

March 1st – 10th.

12. Emma, Epic Mountain Assistant will be debuted at Keystone. The program uses

artificial intelligence and natural language processing to respond to guest questions

about topics such as weather and dining options submitted via text.

13. The Village at Wintergreen workforce housing is under construction. It will

provide nearly 400 beds for the 2019/2020 season. Workforce housing was also

built in Silverthorne for Epic Mountain Express employees.

III. KNC Overview

Mr. Matthews introduced the KNC staff and reviewed the KNC Mission Statement: “Our mission

is to make the Neighbourhoods at Keystone a premier mountain community by maintaining a

high-quality environment and investing in amenities, facilities, events and services that will attract

residents and visitors to create a vibrant resort community.”

Services provided by the KNC include general maintenance of common areas, snow and trash

removal, landscaping and beautification, enforcement of covenants, rules and regulations, security,

public and private event promotion, coordination, execution and management of events and

upkeep of facilities and amenities including Warren Station and the pool at Dakota Lodge. The

KNC drives value through events and amenities.

KNC highlights in 2018 included:

1. It was another great year of growth for summer festivals and events.

2. Installed a snowmelt system and pavers to improve the streetscape.

3. There were continued strong budget controls and a clean audit.

4. There is new construction consisting of the 32 River Run Townhomes, Estates at the

Alders new single family homes and Alders Townhomes.

KNC summer projects included:

1. Landscaping at Buffalo Lodge, East neighborhoods, Arapahoe Lodge and Jackpine.

2. An event information kiosk was added.

3. New ski/snowboard racks were placed around the Village.

4. Installed a snowmelt system in the River Run Village. An additional section was

completed in the fall between Silver Mill and Christy Sports. The project was completed

on schedule and on budget.

Mr. Matthews provided a Design Review Board Update:

1. One River Run – Continuing with the design review process.

2. Alders Townhomes – Fourth phase is in progress and getting ready to turn over to buyers.

3. River Run Townhomes – Construction has been completed.

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IV. Executive Director’s Report

A. 2018 Year-End Projections

Balance Sheet as of September 30, 2018:

1. Total Checking/Savings - $9,010,540 vs. $9,642,153 last year.

2. Total Accounts Receivable - $122,922 vs. $73,117 last year. There was one

delinquent owner.

2018 projected Year-End Results:

1. Total Revenue - $3,986,128 budget vs. $4,910,704 projected, 23% ahead of budget.

2. Total Expenses – $3,284,517 budget vs. $3,274,073 projected, less than 1% under

budget.

3. Operating Income (before allocations) – $701,611 budget vs. $1,636,630 projected,

233% ahead of budget.

4. Capital - $5,116,043 budget vs. $4,906,043 projected, 4% under budget.

B. 2019 Budget

1. Total Revenue - $4,380,816

2. Total Expenses - $3,485,041

3. Reserve Allocation - $895,755

4. Capital Expenditures - $588,500

There was general discussion about the Reserve funding level. Mr. Mathews said the

Reserve funding level is in line with the Reserve Study recommendation. The replacement

of Warren Station is projected to cost $10 million. The model assumes 60% financing and

40% from Reserves. An owner suggested consideration of Warren Station events targeting

the baby boomer generation such as happy hours and concerts.

V. Vote

A. Determination of Quorum

Mr. Mathews confirmed that there was a quorum.

B. Ratification Vote on 2019 Budget

Ballots were collected and tallied and the 2019 Budget was ratified with 1,747 votes in

favor and three opposed.

VI. General Discussion

A. Events and Warren Station Update

Ms. Russer provided a summary of the summer activities:

1. There were record festival numbers with 15.5% - 27% revenue growth.

2. Third party and private events included the Instructure and Mini Cooper groups, the

River Run Art Festival, Kidtopia Kidfests, Discovery Days and Strider Cups.

3. Numerous weddings were hosted in Warren Station.

4. Warren Station public events continued, including BLAM, comedy and festival

activation.

5. There were 75 million public relations impressions throughout the summer season.

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6. Surveys were completed by event guests. The results indicated that 55% paid for

lodging, 78% stayed in Keystone the average guest spent $200. There were 220,000

website views and six local television appearances to promote the festivals.

B. 2018/2019 Winter Event Calendar

Winter events include the Get Stoked movie series, Welcome Winter Family Carnival,

Winter Comedy Series, Winter BLAM shop local, NYE Trout Steak Revival concert,

Winter Bluegrass Weekend, Winter Wine Tasting, Rocky Mountain Country Festival and

Tim O’Brien Band concert on closing weekend.

2019 Events will include a Mardi Gras Celebration and Gumbo Cook Off, with the

Lighting of River Run, Mardi Gras Kids Choice Gumbo Competition and Kidtopia Music

Experience. The summer lineup will include six festivals.

There will be five First Tracks hosted by the KNC, one each month starting in mid-

December. The dates will be announced once they have been finalized.

VII. Set Next Meeting Date

The next KNC Members Meeting was scheduled for Wednesday, July 3, 2019 at 2:00 p.m.

VIII. Adjournment

Mr. Mathews motioned to adjourn at 4:19 p.m. Mr. Rooney seconded and the motion carried.

Approved By: ________________________________________ Date: ______________________

Board Member Signature

5

Financial Report as of April 30, 2019

Executive Director Summary

Profit & Loss Budget vs. Actual Comparison

Profit & Loss Budget vs. Actual Report

Balance Sheet Year-Over-Year Comparison as of April 30, 2019

Accounts Payable Aging Summary as of April 30, 2019

6

TO: KNC FINANCE COMMITTEE

FROM: MARK MATHEWS

RE: APRIL 2019 FINANCIALS

DATE: JUNE 5, 2019

As has been the case for the past couple of months, we are tracking flat to budget on expenses

and revenues are very strong due to RETA. One category we have been tracking is

snowplowing and snow removal expenses from January through March. You can see this line

item shows we were just slightly under budget in spite of a record snowfalls during this time.

Our Operations crew did a great job this past winter.

Revenues 118% over Budget YTD

Expenses Flat to Budget

RETA $149,592 above budget

Payroll Overall tracking to Budget

Events & WS Events Investment is slightly under Budget.

Operations Below Budget

RETA

As of 6/5/2019

Total: $786,600 ($116,259) less than same time last year and includes $100,000 for 1RR)

Same time last year: $902,879

Budget to date: $571,304

Total collected to budget: $215,316 over budget or 137.7%

# of transactions for current year: 48 (22 fewer transactions than same time last year)

# of transaction previous year: 70

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Keystone Neighbourhood Company

Profit & Loss Budget vs. Actual January through April 2019

Jan - Apr 18 Jan - Apr 19 Budget $ Over Budget % of Budget

Income

40000 · Annual Real Estate Assessments 11,452.75 40,597.61 40,848.98 -251.37 99.39%

41000 · Real Estate Transfer Assessment 800,299.10 660,150.00 510,557.10 149,592.90 129.3%

42000 · Sales Assessment (1/2%) 123,213.52 131,106.73 118,213.52 12,893.21 110.91%

43000 · Recreation Assessments (1/2%) 18,313.34 19,606.88 16,876.12 2,730.76 116.18%

45000 · Other Income 115,716.28 113,163.30 99,735.57 13,427.73 113.46%

46000 · Keystone Design Review Board 20,100.00 16,400.00 17,600.00 -1,200.00 93.18%

47000 · Community Events 11,106.34 43,761.74 42,117.00 1,644.74 103.91%

48000 · Warren Station 135,967.83 93,047.17 94,935.41 -1,888.24 98.01%

Total Income 1,236,169.16 1,117,833.43 940,883.70 176,949.73 118.81%

Gross Profit 1,236,169.16 1,117,833.43 940,883.70 176,949.73 118.81%

Expense

51000 · Administrative Expenses 24,261.16 18,968.50 20,274.96 -1,306.46 93.56%

52000 · Insurance 12,705.05 14,287.76 13,912.96 374.80 102.69%

53000 · Leasehold 21,236.04 20,612.27 21,654.56 -1,042.29 95.19%

53020 · Security 34,349.76 34,349.76 36,362.13 -2,012.37 94.47%

53030 · Member Expenses 2,085.01 7,164.37 6,284.06 880.31 114.01%

53035 · Board Member Travel Expenses 0.00 0.00 500.00 -500.00 0.0%

54000 · Income Tax Expense 0.00 0.00 0.00 0.00 0.0%

59999 · Depreciation Expense 16,333.36 32,204.00 26,492.95 5,711.05 121.56%

61000 · Event Dept. Expenses 14,318.55 16,999.07 16,893.97 105.10 100.62%

69999 · Events & Festivals 53,030.15 58,486.90 58,990.60 -503.70 99.15%

70000 · Warren Station Operations 177,142.69 132,747.55 133,171.43 -423.88 99.68%

72000 · Weddings 9,691.94 4,358.13 3,684.83 673.30 118.27%

81000 · Neighbourhood Operations 122,272.44 173,712.68 173,719.18 -6.50 100.0%

83000 · Pool & Spa Maintenance 25,453.41 26,208.90 26,053.78 155.12 100.6%

84000 · Road Snow Removal & Mtn. 78,586.71 98,543.85 99,811.65 -1,267.80 98.73%

85000 · Landscaping 131.95 0.00 0.00 0.00 0.0%

89000 · KNC Design Review Board 7,996.53 8,359.38 8,527.58 -168.20 98.03%

Total Operating Expenses Only 1,044,578.42 1,101,224.00 1,101,351.34 -127.34 99.99%

Net Income - Operating 191,590.74 16,609.43 -160,467.64 177,077.07 -10.35%

91000 · Capital Reserve & Replacement 124,674.39 48,013.49 51,704.47 -3,690.98 92.86%

92000 · Community Improvements 6,320.00 70,124.56 70,000.00 124.56 100.18%

Total Expense 1,175,572.81 1,219,362.05 2,163,939.51 -944,577.46 56.35%

Net Ordinary Income 60,596.35 -101,528.62 -1,223,055.81 1,121,527.19 8.3%

60,596.35 -101,528.62 -1,223,055.81 1,121,527.19 8.3%

April 2019 Year to Date:

· Income was $1,117,833 or 118.8% the budgeted amount.

· Operating Expenses were $1,101,224 or 100.0% of the budgeted amount.

· Capital Expenditures were $118,138 or 3.0% of the budgeted amount

· Net Operating Income year to date was $16,609 or (10.4%) of the budgeted amount.

· Net Income (after Capital Expenditures) year to date was ($101,529) or 8.3% of budgeted amount.

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Monthly Financial Report

for month ending

April 30, 2019

INCOME

Annual Real Estate Assessments

2019 estimated A.R.E.A. paid at closings.

Real Estate Transfer Assessment

RETA is starting the year at approximately $140K less than same time last year but outpacing budget

by 29%. 2019 total includes $100,000 in RETA received in February from the sale of the Hunki Dori lot

to One River Run Acquisitions LLC. Ten properties closed in April 2019 compared to twelve in April

2018. Three units sold in the Alders Townhomes, one unit each sold in the Buffalo Lodge, Dakota

Lodge, Expedition Station Lodge, Jackpine Lodge, Springs Lodge, Trappers Crossing and Settlers

Creek Estates.

Sales Assessment (1/2%)

Sales assessments are showing an increase to same time last year of approximately $7,900.

Assessments are also trending over budget by 10.9%. Village and resort merchants had strong sales

through the 2018/2019 winter season as well as various property management companies.

Recreation Assessments (1/2%)

Recreation assessments are showing an increase to budget of 16.2% and same time last year of

approximately 7%. Adult Ski School is showing an increase of $156 year over year with Kids Ski

School experiencing an increase of $838 and Ice Skating revenues are flat year over year.

Other Income

Other Income is starting the year with an increase to budget, but a decrease to same time last year. All

accounts are showing an increase in interest revenue and the Capital Reserve interest earned through

April is flat to budget .

Keystone Design Review Board

The KDRB is showing a decrease to same time last year and budget. Thus far we have received an

application fee for one new home in Settlers Creek Estates, three hot tub installation application fees

and assessed additional review fees to One River Run Acquisitions LLC .

Community Events

Community events is beginning 2019 exceeding the Mardi Gras budget by $335. We received stage

rental income and bar revenue from the Kidtopia event held in the village area in March. Bar revenue

for the Kidtopia event exceeded last year by approximately $1,275. We have assessed the booth fees

for Bacon & Bourbon Festival, Wine & Jazz Festival, Bluegrass & Beer Festival and Mountain Town

Music Festival creating the variance year over year. Our sponsorship revenue is also trending on

budget.

Warren Station

Warren Station revenue closed April with a slight decrease to budget and approximately $42,900 less

than same last year. The increase in wedding revenue is offset by a decrease in bar revenue. The

variance in year over year revenue is attributed to having The Motet and Kyle Hollingsworth preform in

January 2018 and not hosting any concerts in Warren Station in January 2019 thus reducing ticket

revenue as well.

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for month ending

April 30, 2019

Expense

Administrative Expenses

Administrative expenses show a minor decrease to budget with meetings/meals accounts over budget

offset by legal expenses, continuing ed and bank fees under budget. Higher legal fees and a deposit

paid on the audit in 2018 is contributing to the variance between years.

Insurance

Business insurance is trending on budget.

Leasehold

Leasehold expenses show a minor decrease to budget with the corporate office lease account closing

the month under budget.

Security

Security is showing a decrease to budget and flat to same time last year.

Member Expenses

Member expenses show a minor increase to budget. We had three 2019 First Tracks events in the

1st qtr. with approximately 75 guests in January, 100 guests in February and 70 guests in March. We

also hosted a breakfast on the mountain at the March event. We did not hold a First Tracks event in

the 1st qtr. of 2018 thus the year over year variance.

Board Member Travel Expenses

No Board member travel expenses were submitted thus far in 2019.

Income Tax ExpenseNo income tax expenses expected for 2019.

Depreciation Expense

Depreciation expenses are showing an increase to budget and are expected to close 2019 over budget

due to the revised fixed asset schedule received from our auditors.

Event Dept. Expenses

Event Dept. operating expenses are on budget. We experienced an increase in continuing ed and

meeting/meals accounts offset by a reduction in office supplies.

Events & Festivals

Festival expenses are trending on budget as we prepare for the busy summer festival season. We

have purchased supplies for all major festivals and paid band deposits. We are comparable to year

over year spending through April.

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for month ending

April 30, 2019

Warren Station Operations

Warren Station operating accounts are trending on budget through April. Equipment/network,

cleaning/supplies and utilities/phone accounts are under budget offset by an increase in signage and

marketing expenses. The variance year over year is attributed to no payments made to entertainers for

concerts in the first qtr. 2019.

Weddings

Wedding expenses are showing a slight increase to budget due to marketing costs. Year over year

variance is due to a change in wedding advertising activities.

Neighbourhood Operations

Neighbourhood Operations is on budget through April with an increase in fuel, vehicle maintenance and

lighting/electrical expenses offset by tools/supplies and temporary labor. The year over year variance

is attributed to the new snowmelt system utility expense and the reduction of expenses realized in

spring/summer of 2018 due to the closure of the village area.

Pool & Spa Maintenance

Pool and Spa expenses are on budget. Repair/maintenance and pool towels are under budget offset

by chemical purchases and restroom cleaning.

Road Snow Removal & Maintenance

Road snow removal closed April with a minor decrease to budget. With the heavy snow fall we received

in March we did approximately $20K in snow removal from the village and outlaying neighbourhoods

which is attributed to the year over year variance. We are on target with our annual budget using

approximately 57% of the budget thus far in 2019.

Landscaping

No landscaping expenses through April.

KNC Design Review Board

KDRB professional fees are slightly higher than same time last year due to additional work sessions

related to the One River Run project. We are trending on budget through April.

Capital Reserve & Replacement

As we move into spring 2019 we have completed a refresh on all the KNC websites, purchased new

event flutter flags and custom table covers, purchased 2 new bollard packages for Upper Gold Bug

parking area, 3 new mushroom heaters, POS docking stations, new games for the village. An

emergency stop switch was installed on the snowmelt boiler system and we upgraded the gate hinges

at the pool and purchased a new pool cover to get ready for the busy summer season. We completed

the installation of artificial turf at the ice rink/mini-golf area for a greatly improved guest experience.

Community Improvements

We made the first construction draw payment on the Buffalo restroom remodel in April.

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Balance Sheet As of April 30, 2019

Apr 30, 19 Apr 30, 18 $ Change % Change

ASSETS

Current Assets

Checking/Savings

10000 · Alpine Bank Checking 43,487.92 313,923.65 -270,435.73 -86.15%

10000A · Operating Checking- Alpine Bank 179,817.70 0.00 179,817.70 100.0%

10001 · Alpine Bank -Operations Reserve 127,385.16 131,169.51 -3,784.35 -2.89%

10003 · Alpine Bank - Capital Reserve 3,163.10 66,241.27 -63,078.17 -95.23%

10005 · Alpine Bank - Improvement Resv. 3,579.26 45,327.51 -41,748.25 -92.1%

10008 · Alpine Bank - Facilities Reserv 35.71 35.69 0.02 0.06%

10021 · UMB Bank - Capital Checking 526.00 968,923.97 -968,397.97 -99.95%

10021A · UMB Bank - Capital Investment 33,000.00 735,000.00 -702,000.00 -95.51%

10022 · UMB Bank - Improvements Chcking 503.01 281,026.75 -280,523.74 -99.82%

10022A · UMB Bank - Improvements Invest 1,022,000.00 735,000.00 287,000.00 39.05%

10023 · UMB Bank - Facilities Checking 5,326.13 5,599.48 -273.35 -4.88%

10023A · UMB Bank - Facilities Invest 718,000.00 703,000.00 15,000.00 2.13%

10030 · MBS - Pershing Operations

10030A · MBS - Pershing Oper Investment 2,752,210.00 1,493,601.85 1,258,608.15 84.27%

10030 · MBS - Pershing Operations - Other 449,529.88 1,704,841.81 -1,255,311.93 -73.63%

Total 10030 · MBS - Pershing Operations 3,201,739.88 3,198,443.66 3,296.22 0.1%

10031 · MBS - Pershing Capital

10031A · MBS - Pershing Capital Invstmnt 400,007.00 1,009,386.60 -609,379.60 -60.37%

10031 · MBS - Pershing Capital - Other 238,216.16 633,434.50 -395,218.34 -62.39%

Total 10031 · MBS - Pershing Capital 638,223.16 1,642,821.10 -1,004,597.94 -61.15%

10032 · MBS - Pershing Improvement

10032A · MBS - Pershing Impv Investment 605,570.01 248,817.72 356,752.29 143.38%

10032 · MBS - Pershing Improvement - Other 5,967.92 338,820.79 -332,852.87 -98.24%

Total 10032 · MBS - Pershing Improvement 611,537.93 587,638.51 23,899.42 4.07%

10033 · MBS - Pershing Facilities

10033A · MBS - Pershing Facilities Invst 523,664.06 333,236.17 190,427.89 57.15%

10033 · MBS - Pershing Facilities - Other 3,863.70 2,834.04 1,029.66 36.33%

Total 10033 · MBS - Pershing Facilities 527,527.76 336,070.21 191,457.55 56.97%

Total Checking/Savings 7,115,852.72 9,750,221.31 -2,634,368.59 -27.02%

Accounts Receivable

11000 · Accounts Receivable 107,089.65 72,189.71 34,899.94 48.35%

Total Accounts Receivable 107,089.65 72,189.71 34,899.94 48.35%

Other Current Assets

12003 · Undeposited Funds* 19,370.04 8,407.35 10,962.69 130.39%

12306 · Warren Station Bank 1,750.00 750.00 1,000.00 133.33%

12308 · Prepaid Expenses - Current Year 34,317.83 13,193.55 21,124.28 160.11%

12309 · Prepaid Insurance 22,561.56 20,700.40 1,861.16 8.99%

12311 · Resort Reimbursable 0.00 -600.00 600.00 100.0%

12340 · Inventory Asset 10,869.42 14,171.06 -3,301.64 -23.3%

12350 · Alcohol Inventory 5,993.44 7,028.69 -1,035.25 -14.73%

Total Other Current Assets 94,862.29 63,651.05 31,211.24 49.04%

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Balance Sheet As of April 30, 2019

Apr 30, 19 Apr 30, 18 $ Change % Change

Total Current Assets 7,317,804.66 9,886,062.07 -2,568,257.41 -25.98%

Fixed Assets

12000 · Accumulated Depreciation -563,730.09 -451,257.45 -112,472.64 -24.92%

12001 · Equipment 636,301.33 609,501.33 26,800.00 4.4%

12002 · Tenant Improvements 187,606.92 187,606.92 0.00 0.0%

Total Fixed Assets 260,178.16 345,850.80 -85,672.64 -24.77%

Other Assets

12200 · Security Deposits / Bonds 605.00 605.00 0.00 0.0%

Total Other Assets 605.00 605.00 0.00 0.0%

TOTAL ASSETS 7,578,587.82 10,232,517.87 -2,653,930.05 -25.94%

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable

20000 · Accounts Payable 124,739.88 60,691.36 64,048.52 105.53%

Total Accounts Payable 124,739.88 60,691.36 64,048.52 105.53%

Credit Cards

28000 · Credit Cards

28002 · Credit Card - Wells Fargo MC 5,976.55 18,936.69 -12,960.14 -68.44%

28003 · Credit Card - Lowe's -107.89 286.20 -394.09 -137.7%

Total 28000 · Credit Cards 5,868.66 19,222.89 -13,354.23 -69.47%

Total Credit Cards 5,868.66 19,222.89 -13,354.23 -69.47%

Other Current Liabilities

20001 · Tips Payable 207.33 464.58 -257.25 -55.37%

21500 · IRA Employee Contribution 1,554.00 1,574.00 -20.00 -1.27%

21600 · HSA Employee Contribution 290.00 0.00 290.00 100.0%

23000 · DRB Refundable Deposits 128,750.00 105,500.00 23,250.00 22.04%

23100 · WS Damage Deposit - Current Yr. 1,500.00 7,000.00 -5,500.00 -78.57%

23100a · WS Damage Deposit - Next Year 11,000.00 500.00 10,500.00 2,100.0%

24000 · Sales Tax 1,566.25 12,156.30 -10,590.05 -87.12%

25503 · Prepaid WS Deposit - Current Yr 69,953.67 23,404.96 46,548.71 198.88%

Total Other Current Liabilities 214,821.25 150,599.84 64,221.41 42.64%

Total Current Liabilities 345,429.79 230,514.09 114,915.70 49.85%

Total Liabilities 345,429.79 230,514.09 114,915.70 49.85%

Equity

30002 · Retained Earnings- Com Cap Rsrv 5,977,189.00 4,625,411.00 1,351,778.00 29.23%

30003 · Retained Earnings-Comm Imprvmts 2,257,651.57 2,446,650.57 -188,999.00 -7.73%

30004 · Retained Earnings-Facilities 1,485,228.00 1,295,451.00 189,777.00 14.65%

32000 · Unrestricted Net Assets -2,319,941.18 1,612,012.46 -3,931,953.64 -243.92%

32000A · VRDC-DRB Unrst Net Asset YE -65,440.74 -38,117.60 -27,323.14 -71.68%

Net Income -101,528.62 60,596.35 -162,124.97 -267.55%

Total Equity 7,233,158.03 10,002,003.78 -2,768,845.75 -27.68%

TOTAL LIABILITIES & EQUITY 7,578,587.82 10,232,517.87 -2,653,930.05 -25.94%

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A/P Aging Summary As of April 30, 2019

Current 1 - 30 31 - 60 61 - 90 > 90 TOTAL

Auto-Chlor Systems 180.28 0.00 0.00 0.00 0.00 180.28

Black Duck Builders Inc 69,249.56 0.00 0.00 0.00 0.00 69,249.56

Burkart, Joshua 0.00 100.00 0.00 0.00 0.00 100.00

Colorado Mountain News Media 692.84 0.00 0.00 0.00 0.00 692.84

GeoLens 500.00 0.00 0.00 0.00 0.00 500.00

High Country Copiers 136.19 0.00 0.00 0.00 0.00 136.19

Home Sweet Home 0.00 2,000.00 0.00 0.00 0.00 2,000.00

Krystal Broadcasting 1,400.00 0.00 0.00 0.00 0.00 1,400.00

Lawrence, Brendan 47.88 0.00 0.00 0.00 0.00 47.88

Lowe's 0.00 419.84 0.00 0.00 0.00 419.84

Mountain High Chem-Dry 0.00 1,619.00 0.00 0.00 0.00 1,619.00

O'Bryan Partnership 0.00 482.18 0.00 0.00 0.00 482.18

Orozco Concrete, Inc. 0.00 0.00 0.00 0.00 500.00 500.00

Snake River Water District 0.00 -1,046.87 0.00 0.00 0.00 -1,046.87

Sno-White Linen/Uniform 38.17 128.63 0.00 0.00 0.00 166.80

SYNScapes of Colorado, LLC 0.00 10,049.24 0.00 0.00 0.00 10,049.24

Vail Resorts 13,444.60 0.00 0.00 0.00 0.00 13,444.60

Wells Fargo 0.00 13,772.11 0.00 0.00 0.00 13,772.11

Western States Fire Protection Co. 0.00 872.00 0.00 0.00 0.00 872.00

Xcel Energy 4,287.84 5,866.39 0.00 0.00 0.00 10,154.23

TOTAL 89,977.36 34,262.52 0.00 0.00 500.00 124,739.88

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Marilyn Manning Payroll Vault - Director of Franchise Development; Professional Speaker; Arapahoe Lodge Homeowner

Marilyn and husband Sean have been homeowners in River Run at Arapahoe Lodge since 2001. Native to Colorado and owning several businesses in Denver, Marilyn understands the importance of all things that make a Colorado experience exceptional. She worked for Ski the Summit in their traveler information booth at both Stapleton and Denver International Airports from 1993 until the organization disbanded in 1996. Marilyn’s tenure with Ski the Summit gave her a great familiarity with the

Summit County area, resorts, and amenities to inspire tourism. Marilyn served on the Arapahoe Lodge Board of Directors, and as President, from 2004 – 2015. Her experience brings knowledge about the area, the dynamics of serving on a Board, and her work consulting with Keystone Neighbourhood Company for many of the River Run Plaza improvements also helped her to gain knowledge of how KNC works to support the Keystone community. Family was the reason why the Mannings purchased in Keystone, and their two teenage sons have grown up loving Keystone by learning to ski, mountain bike, hike, fish, and enjoy the festivals and wonderful mountain living.

Professionally, Marilyn is the Director of Franchise Development for Payroll Vault Franchising—a nationally based payroll services business that she co-founded with her CPA husband. In 2007, she founded Rev Networking, an innovative professional networking and marketing business that pioneered the concept of “speed networking” into the Denver business community. Certainly a “people-person,” she knows how to work a networking event, create relationships and connections, and get to the people who know how to get business done. A nationally sought-after speaker, Marilyn teaches audiences her art of networking and shares real strategies to help you grow and brand your business.

Marilyn earned her Bachelor of Arts degree in Speech Communications and Broadcasting from Colorado State University. She volunteers within her community by serving on boards, has helped to raise $1.5 million to support various education-based projects to help improve the local school system, and is a mentor with Goodwill Industries teaching at-risk youth business etiquette and networking skills.

Contact Information: [email protected] Phone: 303-763-1865

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mailto:[email protected]

http://www.payrollvault.com

https://www.linkedin.com/in/marilynmanning/

Gail L Allaman

With Wife Jane on Dercum Mountain

I am a Colorado CPA, and full time resident of Keystone. An owner in

Buffalo/Dakota since 1998, I have served on Buffalo/Dakota Board of Directors as

President, Vice President and Treasurer, and currently serve on that Finance

Committee. An owner in Elk Run since 2005, I have been Treasurer of Elk Run

Homeowners Association since 2006 and now serving as both President and

Treasurer. I have been serving on the Keystone Neighborhood Company Board

since the summer of 2013. I was elected to a 2 year term at the November 2013

meeting, and again July 2015.

Jane and I have lived full time in Keystone and Elk Run since 2005. We completed

8 ski seasons in the Guest Services Mountain Host Program, and are members of

the River Golf Course. Active in Keystone activities we attend many activities in

River Run including the festivals, and concerts at Warren Station.

A resident of Colorado since 1970, I worked for Arthur Young & Company CPAs for

9 years in the Denver office. I was controller of an independent start-up oil and

gas exploration company, and owned my own CPA practice before joining a

predecessor to Time Warner Cable, a subsidiary of Time Warner Inc. in 1985. I

retired as Senior Vice President, Tax in 2004. Time Warner Cable had more than

11 million subscribers, revenues in excess of $11 billion per year, and assets more

than $30 billion. I was responsible for all tax accounting and reporting for

operations in more than 35 states. Part of my duties was to structure the

acquisition of multiple cable systems in many states, balancing the needs of

business partners with the tax law that governed those transactions.

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I have a BS in Agriculture Science and MAS, Accounting, from the University of

Illinois. I did serve in the US Air Force as Deputy Accounting & Finance Officer at

Lowry AFB. Having grown up on an Illinois farm, I am well aware of the struggles

of small businesses in difficult environments, and the hard work required to be

successful.

During 2014 I was appointed to the Board of Directors of Lake Dillon Theatre

Company and currently serve as Treasurer, chair of the Finance Committee, and

member of Governance, Executive and Capital Campaign committees.

Jane and I have two adult children and 4 grandchildren, all of whom are Colorado

residents and skiers. Our hobbies are family activities, skiing, golfing and

travelling.

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CLARE LEHMAN VICE PRESIDENT OF HOSPITALITY

KEYSTONE RESORT

Clare Lehman is currently the Vice President of Hospitality for Keystone Resort, leading the

teams who operate all resort owned & managed lodging, golf courses, stables, ice rinks, off

mountain food and beverage and conference center.

She has been in the service industry her entire life, having grown up working in the family

restaurant that has been in business since 1934. After graduating from the University of

Wisconsin with a bachelor’s degree in Retail Management, she spent time managing in the

family business before pursuing her lifelong goal to live in the mountains.

She has worked for Keystone Resort since 2003, holding positions of Assistant Property

Manager, Property Manager, Executive Housekeeper, Senior Property Manager, Assistant

General Manager and Director of Property Management prior to becoming Vice President of

Hospitality for Keystone in 2018. In the community, she serves as Treasurer and on the

Executive Committee of the Family & Intercultural Resource Center. In her spare time, Clare

can be found enjoying the outdoors of Colorado with her husband and kids, or traveling to spend

time with friends and family.

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Jonathan SmithRegional Director of Marketing - Vail Resorts

Jonathan has been an integral member of Vail Resorts’ marketing and sales division since 2008, where he has held leadership roles across Colorado and Tahoe regions.

In his current role as Regional Director of Marketing, Jonathan oversees the resort marketing teams for Keystone and Breckenridge focused on driving visitation and revenue growth across all resort lines of business. Leading a team of 20 marketers, Jonathan brings a data-driven, guest-centric approach to the marketing efforts of these resorts.

Previously, Jonathan served as the Sr. Manager of Destination Marketing for Vail Resorts’ eight destination resorts: Vail, Beaver Creek, Breckenridge, Keystone, Park City, Whistler-Blackcomb, Heavenly and Northstar. In this role, Jonathan led enterprise-wide acquisition marketing efforts and directed the Customer Relationship Marketing strategy for all of Vail Resorts existing guests.

Jonathan also served as the Hospitality Marketing Manager for Vail Mountain and directed strategic marketing efforts for The Ritz-Carlton Residences, The Arrabelle at Vail Square, The Lodge at Vail, Game Creek Chalet and The Austria Haus Hotel.

In the sales arena, Jonathan spent six years leading a Keystone-based sales department of 35 employees responsible for driving more than $30 million in annual sales for the Colorado and Tahoe regions.

Before joining Vail Resorts, Jonathan held a variety of roles in his home state of North Carolina, including marketing strategy, government affairs and television news.

Jonathan’s extensive background in communications and marketing as well as his expertise in destination marketing make him the right person to join the Executive Board of the Keystone Neighbourhood Company to continue driving vibrancy to the Neighbourhoods at Keystone.

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http://www.payrollvault.com

https://www.linkedin.com/in/marilynmanning/

Donna Nolz

Commercial Leasing Asset Manager, Keystone and Breckenridge Resorts

Vail Resorts Management Company

_____________________________________________________________________________________

Donna has been an integral part of the commercial leasing department efforts for seventeen years. With a passion to deliver extraordinary guest experience, Donna has been a positive part in re-imagining the village experience. In addition to leasing and property management responsibilities, each year Donna’s marketing efforts gain merchant exposure and animate the village with events that continue to build the Keystone family brand, elevate the guest experience and bring families back year after year. Donna works closely with the KNC management and events team and has been involved in Keystone festivals since 2002. Donna is driven to make the village a more vibrant community, and is passionate about the success of the village retailers as partners in our resort.

Donna earned her Bachelor of Science degree in Business Management & Marketing from the University of Massachusetts at Amherst. She currently serves as a board member for five different River Run HOA boards, including the Keystone Neighbourhood Company.

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21

PROXY AND BALLOT

I am/we are unable to attend the Special Members' Meeting of The Keystone Neighbourhood Company, Inc.

(“The Neighbourhood Company”) to be held on Wednesday July 3rd, 2019 at 2:00 p.m. at Warren Station at Keystone.

In order that I am/we are represented at the meeting, I/we do hereby appoint

_______________________________________________, (insert name of individual) and vote as follows:

(You are not required to choose a proxy. Only choose a proxy if you want someone to vote for any new business

presented at the meeting.)

INSTRUCTION: FOR SKI TIP AREA HOMEOWNERS (includes The Alders, Estates at the Alders, Alders

Townhomes, River Meadows, Ski Tip Ranch, Trappers Crossing, Settlers Creek Estates, and Settlers Creek

Townhomes.) Please vote on items 1 through 3 below.

INSTRUCTION: FOR RIVER RUN HOMEOWNERS (includes Arapahoe, Black Bear, Buffalo, Dakota, Expeditions

Station, Jack Pine, Lone Eagle, Red Hawk Lodge and Townhomes, Silver Mill, The Springs and The Timbers

Lodges.) Please vote on all items below.

1. RESOLVED, that the following individual be elected as the At - Large Residential Director.

(Please see Nominee Biographies attached to this proxy/ballot).

__________ Gail Allaman ____________No Vote

2. RESOLVED, that the following individual be elected as the At - Large Director.


____________Clare Lehman ____________No Vote

3. RESOLVED, that the following individual be elected as the At - Large Director.


____________Jonathan Smith ____________No Vote

4. RESOLVED, that the following individual be elected as the River Run Residential Director.


____________Marilyn Manning ____________No Vote

_______________________________________ _________________________________

Print First and Last Name Print Lodge/Neighbourhood & Unit Number

______________________________________ _________________________________

Owners Signature and Date Owners Signature and Date

THIS PROXY & BALLOT MUST BE RETURNED ON OR BEFORE Monday July 1st, 2019 TO

THE KEYSTONE NEIGHBOURHOOD COMPANY, 140 IDA BELLE DRIVE, SUITE F4, KEYSTONE, CO 80435

OR BY FAX TO 970-423-8995 OR YOU CAN PRINT/SCAN AND EMAIL THE SIGNED

PROXY/BALLOT TO [email protected].

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mailto:[email protected]

This page is intentionally blank

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WWW.KEYSTONEFESTIVALS.COM

Keystone 201 9 Summer Event Schedule

WWW.WARRENSTATION.COMWWW.KEYSTONERESORT.COM

J U N E 2 0 1 9

7 - Opening Day - Keystone Resort16 & 30 - Kidtopia Strider Balance Bike Series - River Run Village

20 - Comedy Night - Warren Station Center for the Arts22 & 23 - Keystone 9th Annual Bacon and Bourbon Festival - River Run Village

22 & 23 - Camp Bacon For Kids - Quaking Aspen Amphitheater

J U L Y 2 0 1 92, 9, 16, 23, 30 - Kids Discovery Days - Keystone Resort

3 - KNC Member's Meetings - Warren Station Center for the Arts4, 5 & 6 - Kidtopia Stars and Guitars - 4th of July Celebration - Keystone Resort

4 - 4th of July Bike Parade - River Run Village5 - B.L.A.M - Warren Station Center for the Arts

6 & 20 - Kidtopia Kidzfest - River Run Village7 & 21 - Kidtopia Strider Balance Bike Series - River Run Village12 - Reserve Wine Tasting - Warren Station Center for the Arts

13 & 14 - Keystone Wine and Jazz Festival - River Run Village13 & 14 - Wine Seminars - Warren Station Center for the Arts

18 - Comedy Night - Warren Station Center for the Arts27 & 28 - River Run Art Festival - River Run Village

27 - Hike MS - Keystone Resort

24

WWW.KEYSTONEFESTIVALS.COM

Keystone 201 9 Summer Event Schedule

WWW.WARRENSTATION.COMWWW.KEYSTONERESORT.COM

A U G U S T 2 0 1 9

2 - Eat, Drink, Pick - Beer Maker's Pairing - Warren Station Center for the Arts3 & 4 - Keystone 23rd Annual Bluegrass and Beer Festival - River Run Village

3 - Voodoo Ranger Beer Seminar - Warren Station Center for the Arts4 - New Belgium Cornhole Tournament - Warren Station Center for the Arts

9 - Canvas Uncorked - Warren Station Center for the Arts10 - River Run Summer Hoopla - River Run Village

11 - Kidtopia Strider Balance Bike Series - River Run Village16 - Mountain Town Music Kick-Off Concert - Warren Station Center for the Arts

17 - Mountain Town Music Festival - River Run Village22 - Comedy Night - Warren Station Center for the Arts

24 - River Run Summer Hoopla - River Run Village31 - Keystone Oktoberfest - River Run Village

S E P T E M B E R 2 0 1 9

1 - Taste of Keystone - Lakeside Village__ - Keystone Closing Day - Keystone Resort

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Documents

The Keystone Neighbourhood Company · Services provided by the KNC include general maintenance of common areas, snow and trash removal, landscaping and beautification, enforcement