Startex-Jackson-Wellford-Duncan Water District, South Carolina
Transcription
Startex-Jackson-Wellford-Duncan Water District, South Carolina
SUPPLEMENT TO THE PRELIMINARY OFFICIAL STATEMENT FOR THE $2,915,000* STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA GENERAL OBLIGATION BONDS SERIES 2016 The second paragraph under “STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT -- GASB 68” is deleted and replaced by the paragraph below: The adoption of these Statements has resulted in the restatement of the District’s net position as of August 1, 2014 for its financial statements to reflect the reporting of a net pension liability, deferred outflows of resources and deferred inflows of resources for its qualified plan in accordance with the provisions of these Statements. Net position of the District’s financial statements as of August 1, 2014 was decreased by approximately $4,972,480 reflecting the cumulative change in accounting principle related to the adoption of these Statements related to the SCRS retirement plan. The District’s financial statements continue to report retirement expenditures in the amount of the contractually required contributions, as required by the District’s Pension Plan and by the South Carolina Public Employee Benefit Authority who administers the SCRS retirement plans. ______________ *Preliminary, subject to change January 5, 2016 These securities may not be sold nor may offers to buy be accepted prior to the time the Preliminary Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 4, 2016 NEW ISSUE Ratings: Moody’s Investors Service: Aa3 BANK QUALIFIED Standard & Poor’s Rating Services: AAIn the opinion of Bond Counsel, assuming continuing compliance by the District with certain covenants, interest on the Bonds is excludable from gross income for federal income tax purposes under existing statutes, regulations and judicial decisions. Interest on the Bonds is not an item of tax preference in computing the alternative minimum taxable income of individuals or corporations; however, interest on the Bonds will be included in the computation of adjusted current earnings of corporation for purposes of alternative minimum tax for corporations. See “TAX EXEMPTION” for a brief description of alternative minimum tax treatment and certain other federal income tax consequences to certain recipients of interest on the Bonds. The Bonds and the interest thereon will also be exempt from all State, county, municipal and school district and other taxes or assessments imposed within the State of South Carolina, except estate, transfer and certain franchise taxes. The Bonds have been designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended. $2,915,000* STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA GENERAL OBLIGATION BONDS SERIES 2016 Dated: January 26, 2016 Due: April 1, as shown below The Bonds will be general obligation bonds of Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “District”) and as such the full faith, credit, resources and taxing power of the District will be irrevocably pledged for the payment thereof. The Bonds will be issued only as fully registered bonds and initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry only form (without certificates) in denominations of $5,000 or any integral multiple thereof. Principal shall be paid on the maturity date to the registered owner upon presentation and surrender of each Bond at the office of the Spartanburg County Treasurer, as paying agent (the “Paying Agent”). So long as DTC or its nominee, Cede & Co., is the registered owner of the Bonds, payment of the principal and interest on such Bonds will be made directly to Cede & Co. Disbursements of such payments to Beneficial Owners will be the responsibility of Direct Participants or Indirect Participants described herein, and the District shall not be responsible for such disbursements. See “THE BONDS - Book-Entry Only System”. The Bonds will be dated as of January 26, 2016, and will mature on April 1 in each of the years and in the principal amounts and bear interest at the rates shown below. Interest on the Bonds is first payable on October 1, 2016, and semiannually thereafter on each April 1 and October 1. The Bonds will not be subject to optional redemption prior to their stated maturities.. MATURITY SCHEDULE Due April 1 2017 2018 2019 2020 2021 Principal Amount $735,000 240,000 825,000 835,000 280,000 Interest Rate Yield Price CUSIP Sealed bids will be received until 12:00 noon (local time), on January 12, 2016 in the Office of the Chief Executive Officer of the District, 307 Spartanburg Highway, Wellford, South Carolina 29385. The Bonds are offered when, as and if issued and subject to the approving opinion as to legality of Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina. James W. Seeley, Esq. serves as counsel to the District. Southern Municipal Advisors, Inc. serves as Independent Registered Municipal Advisor to the District. It is expected that the Bonds in definitive form will be available for delivery on or about January 26, 2016, through the facilities of DTC, against payment therefor This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The District deems the Preliminary Official Statement to be final as of its date for purposes of S.E.C. Rule 15c2-12, except for information which may be omitted therefrom pursuant to Rule 15c2-12. Dated: _________, 2016 *Throughout this Preliminary Official Statement, the asterisk as it relates to the principal amount of the Bond indicates such amount is preliminary and subject to change. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “Issuer”) from time to time (collectively, the “Official Statement”), may be treated as an Official Statement with respect to the Bonds described herein that is deemed final as of the date hereof (or of any such supplement or correction) by the Issuer, except for the omission of certain information referred to in the succeeding paragraph. The Official Statement, when further supplemented by an addendum or addenda or final official statement specifying the interest rates of the Bonds, together with any other information required by law, shall constitute a “Final Official Statement” of the Issuer with respect to the Bonds, as that term is defined in Rule 15c2-12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. By awarding the Bonds to any underwriting syndicate submitting a bid pursuant to the terms of the Official Notice of Sale, the Issuer agrees that, no more than seven (7) business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded copies of the Official Statement and the addendum or addenda or the Final Official Statement described in the preceding paragraph in the amount and manner specified in the Official Notice of Sale. This Official Statement does not constitute an offer to sell the Bonds to any person in any state in which it is unlawful to make such offer to such person. Neither the delivery of this Preliminary Official Statement nor the sale of any of the Bonds implies that the information herein is correct as of any time subsequent to the date hereof. Southern Municipal Advisors, Inc. (the “Independent Registered Municipal Advisor”), is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Independent Registered Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Spartanburg County Treasurer, as Paying Agent, has not provided or undertaken to determine the accuracy of any of the information contained in this Official Statement and makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Bonds, or (iii) the taxexempt status of the interest on the Bonds. Holcombe, Holtzclaw & Ravan, LLC, the District’s independent auditor, has not been engaged to perform, and has not performed, since the date of its report included herein as part of Appendix A, any procedures on the Audited Financial Statements of the District for the fiscal year ended July 31, 2014. Holcombe, Holtzclaw & Ravan, LLC has not performed any procedures relating to this Preliminary Official Statement. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representations with respect to the Bonds other than as contained in this Preliminary Official Statement or the Final Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. Certain information contained in this Preliminary Official Statement and the Final Official Statement may have been obtained from sources other than records of the District and, while believed to be reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND EXPRESSIONS OF OPINION IN THIS PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THIS PRELIMINARY OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE THEREOF. Reference herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to this Preliminary Official Statement or the Final Official Statement, they will be furnished on request. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA COMMISSION Sanford E. Carlton, Chairman Wanda Fowler Tom A. Lomax Frank Nutt John L. Sexton DISTRICT OFFICERS Stephen M. Caston, Chief Executive Officer Larry G. Christopher, Jr., Chief Financial Officer BOND COUNSEL Haynsworth Sinkler Boyd, P.A. Greenville, South Carolina INDEPENDENT REGISTERED MUNICIPAL ADVISOR Southern Municipal Advisors, Inc. TABLE OF CONTENTS OFFICIAL NOTICE OF SALE AND BID FORM .................... I INTRODUCTION .......................................................................... 1 THE BONDS ................................................................................... 1 DESCRIPTION OF THE BONDS....................................................... 1 NO OPTIONAL REDEMPTION........................................................ 1 PURCHASE OF BONDS .................................................................. 1 CONDITIONS AS TO NAMING RATES OF INTEREST ...................... 1 AUTHORIZATION FOR THE BONDS ............................................... 2 BOOK-ENTRY ONLY SYSTEM ...................................................... 2 SECURITY ..................................................................................... 4 PLAN OF FINANCING AND USE OF BOND PROCEEDS................... 4 DEBT LIMIT.................................................................................. 5 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT ....................................................................................... 5 DESCRIPTION OF THE DISTRICT ................................................... 5 DISTRICT MANAGEMENT............................................................. 5 BUDGET ....................................................................................... 6 GASB 45 ..................................................................................... 6 GASB 68 ..................................................................................... 6 RETIREMENT PLAN ...................................................................... 7 INSURANCE .................................................................................. 7 SUMMARY OF DISTRICT OPERATING BUDGET, FISCAL YEAR 2015-16 ........................................................................................ 8 REVENUES AND EXPENSES OF THE DISTRICT .............................. 8 LOCATION OF THE SYSTEM ......................................................... 8 COMPARATIVE GENERAL STATISTICS ......................................... 9 REVENUES OF THE SYSTEM ......................................................... 9 CUSTOMERS ................................................................................. 9 SUPPLY AND USAGE DATA .......................................................... 9 WATER RATES AND FEES .......................................................... 10 HISTORICAL WATER RATES ...................................................... 11 AVERAGE DAILY WATER USAGE (ALL PURPOSES) .................. 12 WATER BILLING AND COLLECTION POLICIES ........................... 12 LARGEST CUSTOMERS ............................................................... 12 REGULATION AND PERMITS ...................................................... 12 CERTAIN FISCAL MATTERS ................................................. 13 PROPERTY TAXATION AND ASSESSMENT ................................. 13 HOMESTEAD EXEMPTIONS – PROPERTY TAX RELIEF ............... 14 NEW HOMESTEAD EXEMPTION ................................................. 14 CHANGE IN MILLAGE LEVY AUTHORITY .................................. 15 PAYMENTS IN LIEU OF TAXES ................................................... 16 MOTOR VEHICLE TAX RELIEF ................................................... 16 ASSESSED VALUES OF STARTEX-JACKSON-WELLFORDDUNCAN WATER DISTRICT ....................................................... 17 FISCAL YEAR 2015 MARKET VALUE/ASSESSMENT SUMMARY 17 METHOD BY WHICH TAX LEVY IS MADE ................................. 17 TAX COLLECTION RECORD ....................................................... 18 MILLAGE HISTORY .................................................................... 18 LARGEST TAXPAYERS IN THE DISTRICT .................................... 19 DEBT STRUCTURE ................................................................... 19 LEGAL DEBT LIMIT OF THE DISTRICT ....................................... 19 OUTSTANDING DEBT ................................................................. 19 REVENUE BONDS ....................................................................... 20 OVERLAPPING DEBT .................................................................. 20 ECONOMIC CHARACTERISTICS AND DATA................... 21 POPULATION .............................................................................. 21 PER CAPITA PERSONAL INCOME ............................................... 21 UNEMPLOYMENT ....................................................................... 21 RETAIL SALES ........................................................................... 22 MAJOR EMPLOYERS .................................................................. 22 BUILDING PERMITS ................................................................... 22 FACILITIES LOCATED WITHIN THE COUNTY............................. 23 TAX MATTERS .......................................................................... 25 FEDERAL INCOME TAX GENERALLY......................................... 25 COLLATERAL FEDERAL TAX CONSIDERATIONS ....................... 26 [ORIGINAL ISSUE DISCOUNT ..................................................... 27 [ORIGINAL ISSUE PREMIUM ...................................................... 27 STATE TAX EXEMPTION ............................................................ 27 CERTAIN LEGAL MATTERS ................................................. 27 OPINIONS ................................................................................... 27 LITIGATION................................................................................ 28 UNITED STATES BANKRUPTCY CODE ....................................... 28 CLOSING CERTIFICATIONS ........................................................ 28 CONTINUING DISCLOSURE .................................................. 28 RATINGS ..................................................................................... 29 UNDERWRITING ....................................................................... 29 INDEPENDENT REGISTERED MUNICIPAL ADVISOR... 29 REGISTRAR & PAYING AGENT ........................................... 29 CERTIFICATION ....................................................................... 29 MISCELLANEOUS .................................................................... 30 APPENDIX A – APPENDIX B – APPENDIX C – Audited Financial Statement for the Fiscal Year Ended July 31, 2014 Form of Bond Counsel Opinion Form of Continuing Disclosure Undertaking OFFICIAL NOTICE OF SALE $2,915,000* STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA GENERAL OBLIGATION BONDS SERIES 2016 Notice is hereby given that sealed bids will be received by Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “District”), for the purchase of all, but not a part, of the District’s $2,915,000 General Obligation Bonds, Series 2016 (the “Bonds”), as more fully described herein. The bids will be received at the place and until the time specified below (unless postponed as described herein): Time: January 12, 2016 12:00 Noon Place: Startex-Jackson-Wellford-Duncan Water District 307 Spartanburg Highway Wellford, South Carolina 29385 Delivery of Bids: Proposals may be delivered by hand, by mail or by facsimile or electronic transmission, but no proposal shall be considered which is not actually received by the District at the place, date and time appointed, and the District shall not be responsible for any failure, misdirection, delay or error resulting from the selection by any bidder of any particular means of delivery of bids. The District will take reasonable steps to ensure the confidentiality of all bids transmitted to it by facsimile transmission, but cannot guarantee the confidentiality of all bids transmitted by such means. Mailed Bids: All mailed bids should be enclosed in a sealed envelope marked on the outside “Proposal for $2,915,000 General Obligation Bonds, Series 2016” addressed to: Startex-Jackson-Wellford-Duncan Water District 307 Spartanburg Highway Wellford, South Carolina 29385 Attention: Chief Executive Officer Telephone: (864) 949-2805 Bids Sent by Hand Delivery: Bids Sent by Facsimile: Bids Sent By Electronic Delivery: Hand delivery of bids will be accepted at the addresses set forth above. Bids may be sent by facsimile received at (864) 949-3511. Bids sent by facsimile transmission will be considered timely only if transmission and printing are complete by 12:00 Noon (local time) on January 12, 2016. (Please be advised that there is a single fax machine connected to the number provided above. It is highly recommended that bidders call the District to confirm receipt of a bid sent via facsimile.) Electronic proposals will be received via PARITY®, in the manner described below, until 12:00 Noon, local time, on January 12, 2016. Bids may be submitted electronically via PARITY® pursuant to this Notice until 12:00 Noon, local time, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further information about PARITY®, potential bidders may contact Bond Counsel – Brad Love, Haynsworth Sinkler Boyd, P.A., ONE North Main Street, 2nd Floor, Greenville, South Carolina 29601, telephone (864) 240-3388 or i-Deal at 395 Hudson Street, New York, New York 10014, telephone (212) 807-3800. Either the Chief Executive Officer (the “Chief Executive Officer”) of the District or his designee will publicly open and read the bids at the time, place and date set forth above. Unless all bids are rejected, the Bonds will be awarded to the bidder offering the lowest net interest cost to the District. Bonds: The Bonds will be issued under the DTC Book-Entry Only System. The Bonds will be dated the date of their delivery; will be in denominations of $5,000 each or any integral multiple thereof not exceeding the principal amount of Bonds maturing each year; and will mature in successive annual installments on April 1 in each of the years and in the principal amounts as follows: Principal Amount Due April 1 2017 2018 2019 2020 2021 $735,000 240,000 825,000 835,000 280,000 The aggregate principal amount and the principal amount of each maturity of the Bonds described above are subject to adjustment, both before and after the receipt and opening of sealed bids for their purchase. Changes to be made prior to the sale may be made in any amount not violating the District’s constitutional debt limitation. Such changes prior to the sale will be announced through the Bloomberg Wire or the Bond Buyer Wire not later than 9:00 a.m. prevailing local time on the date of sale and will be used to compare bids and select a winning bidder. As promptly as reasonably practicable after the bids are opened, the District will notify the bidder to whom the Bonds will be awarded, if and when such award is made, and such bidder, upon such notice, shall advise the District of the initial reoffering prices and yields to the public of each maturity of the Bonds. Such reoffering prices and yields, among other things, will be used by the District to calculate the final aggregate principal amount of the Bonds and the final principal amount of each maturity. It is anticipated that the final aggregate principal amount of the Bonds and the final principal amount for each maturity of the Bonds will be communicated to the successful bidder within 24 hours of the bond sale. The dollar amount bid for principal by the successful bidder will be adjusted proportionately to reflect any reduction or increase in the aggregate principal amount of the Bonds, but the coupon rates specified by the successful bidder for all maturities will not change. The successful bidder may not withdraw its bid as a result of any changes made within these limits. The Bonds will bear interest from the date thereof payable October 1, 2016 and semiannually on April 1 and October 1 of each year thereafter. Qualified Bonds: The District has designated the Series 2016 Bonds as “qualified tax-exempt obligations” as defined in Section 265 of the Internal Revenue Code of 1986, as amended (the “Code”). Purpose: The proceeds of the Bonds will be used for the following purposes of (a) constructing new water lines for line extensions to unserved areas of the District; (b) conducting engineering reports concerning the current and future water supply of the District; (c) constructing water supply projects and make improvements to reservoir dams; (d) constructing additional high rated filter capacity; (e) purchasing certain real property; (f) constructing pump stations and elevated storage tanks as identified in the engineering master plan; (g) making other improvements to the District’s existing water system and (c) paying costs of issuance related to such general obligation bonds. Security: The Bonds will constitute a binding general obligation of the District. For the payment of the principal and interest thereof, as they respectively mature, and to create such sinking fund to aid in the retirement and payment thereof, the full faith, credit and taxing power of the District will be irrevocably pledged, and there will be levied and collected annually upon all taxable property in the District an ad valorem tax, without limitation as to rate or amount, sufficient for such purposes. Redemption Provisions: The Bonds are not subject to optional redemption prior to maturity. Term Bonds: Bidders may combine two or more consecutive maturities of Bonds to create one or more term maturities, each of which will be subject to annual mandatory sinking fund redemption at par plus accrued interest to the redemption date (to the extent not previously purchased) in the principal amounts for the years shown above on April 1 of such year. To the extent Bonds subject to mandatory sinking fund redemption in a given year have been purchased by the District the amount of mandatory sinking fund redemption in such year shall be reduced in such manner as the District shall direct, or, absent such direction, on a pro rata basis. Registrar/Paying Agent: The Spartanburg County Treasurer will serve as the initial Registrar/Paying Agent. ii Bid Requirements: Bidders shall specify the rate or rates of interest per annum which the Bonds are to bear, to be expressed in multiples of 1/20 or 1/8 of 1% with no greater difference than two (2%) percent between the highest and lowest rates of interest named by a bidder. Bidders are not limited as to the number of rates of interest named, but the rate of interest on each separate maturity must be the same single rate for all Bonds of that maturity from their date to such maturity date. A bid for less than all the Bonds will not be considered. The Chief Executive Officer reserves the right to reject any and all bids or to waive irregularities in any bid. Reoffering Price: To provide the District with information to enable it to comply with certain conditions of the Internal Revenue Code of 1986, as amended, relating to the exclusion of interest on the Bonds from gross income for federal income tax purposes, the successful bidder will be required to complete, execute, and deliver to the District, at the time that the Bonds are delivered, a “Certificate of Reoffering Price” for each Series of Bonds. If the successful bidder will not reoffer the Bonds for sale or has not sold a substantial amount of either Series of Bonds of any maturity by the date of delivery, such certificates may be modified in the manner approved by the District. In no event will the District fail to deliver the Bonds as a result of the successful bidder’s inability to certify actual sales of Bonds at a particular price prior to delivery. Each bidder, by submitting its bid, agrees to complete, execute, and deliver such certificates by the date of the delivery of the Bonds if its bid is accepted by the District. It will be the responsibility of the successful bidder to institute such syndicate reporting requirements, to make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certifications with reasonable certainty. Form of Bid; Sealed Envelopes: Each bid must be on the Official Bid Form included with the Preliminary Official Statement if not submitted through PARITY®. Every bid must be unconditional and irrevocable and must be enclosed in a sealed envelope addressed to the Startex-Jackson-Wellford-Duncan Water District, South Carolina, Attention: Chief Executive Officer, or if by facsimile with a cover page and endorsed “Bid for Not Exceeding $2,915,000 General Obligation Bonds, Series 2016”. Each bid must be in accordance with the terms and conditions set forth in this Official Notice of Sale. Basis for Award: If satisfactory bids are received, the Bonds will be awarded to the lowest responsible bidder by the District not later than 24 hours after the time established for the receipt of bids. The lowest bidder shall be the bidder offering to purchase the Bonds at the lowest net interest cost to the District. For the purpose of determining lowest net interest cost, the aggregate of interest on all Bonds from the dated date of the Bonds, which is the original issue date, until their respective maturities, less any sum named by way of premium, shall be determined on each bid and the smallest amount to be paid by the District shall reflect the lowest net interest cost. In the event that two or more bidders have bid the same net interest cost, the award shall be made by lot. The determination by the District of the net interest cost of each bid and the District’s award of the bid will be final. CUSIP Numbers: CUSIP identification numbers and CUSIP Service Bureau charges for assignment of the numbers will be the responsibility of the successful bidder and should be provided to the District within five (5) days of being selected as the winning bidder, but any delay, error or omission with respect thereto shall not constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the Bonds in accordance with the terms of this Official Notice of Sale. The successful bidder shall also be responsible for securing DTC eligibility. Preliminary and Final Official Statements: The District has distributed an Official Statement in connection with the sale of the Bonds in preliminary form (the “Preliminary Official Statement”). The District, by accepting the bid of the successful bidder, (a) certifies to such successful bidder as of the date of acceptance of such bid that the Preliminary Official Statement furnished prior to the date of such acceptance has been “deemed final” as of its date by the District within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), although subject to revision, amendment and completion; and (b) agrees to provide such successful bidder, in order to permit such successful bidder to comply with Rule 15c2-12, with up to 50 printed copies of the final Official Statement approved by the District in relation to the sale by the District of the Bonds within the period of time allowed under Rule 15c2-12, at the sole cost and expense of the District, with any additional printed copies which such successful bidder shall reasonably request to be provided at the sole cost and expense of the successful bidder. Such successful bidder, by executing its bid, agrees to provide two copies of the final Official Statement to the Electronic Municipal Market Access system within the meaning of Rule 15c2-12 (a “EMMA”) upon receipt of the final Official Statement from the District and two copies of the final Official Statement (with any required forms) to the Municipal Securities Rulemaking Board (the “MSRB”) or its designee pursuant to MSRB Rule G-36 no later than ten (10) business days following the date of acceptance of its bid, and such successful bidder further agrees to comply with all other applicable provisions of Rule 15c2-12 and MSRB Rule G-36. Such successful bidder shall notify the District of iii (i) the date which is the “end of the underwriting period” within the meaning of Rule 15c2-12 and (ii) the date on which the final Official Statement is filed with EMMA. Copies of the Preliminary Official Statement may be obtained at the offices listed in this Official Notice of Sale under the caption “Additional Information.” In the Resolution, the District has committed to provide certain annual information and notices of material events as required by Rule 15c2-12 as promulgated by the Securities and Exchange Commission and as described in the Official Statement. The successful bidder’s obligation to purchase the Bonds shall be conditioned upon its receiving, at or prior to the delivery of the Bonds, in form and substance reasonably satisfactory to the successful bidder, a copy of the continuing disclosure undertaking set forth above, which shall constitute a written agreement for the benefit of the Holders of the Bonds as required by Rule 15c2-12. Blue Sky Laws: The District has not undertaken to register the Bonds under the securities laws of any state, nor has the District investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the Purchaser represents that the sale of the Bonds in states other than South Carolina will be made only under exemptions from registration or, wherever necessary, the Purchaser will register the Bonds in accordance with the securities laws of the state in which Bonds are offered or sold. The District agrees to cooperate with the Purchaser, at the Purchaser’s written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary, but shall not be required to consent to service of process in any such state. Legal Opinion: The District shall furnish upon delivery of the Bonds the final approving opinion of Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina, which opinion shall be attached to the back of each Bond, together with the usual closing documents, including a certificate that no litigation is pending affecting the Bonds. Delivery: The Bonds will be delivered on or about January 12, 2016, in New York, New York through the facilities of The Depository Trust Company, at the expense of the District. The purchase price then due must be paid in federal funds or other immediately available funds. Postponement: The District reserves the right to postpone from time to time the date established for receipt of bids. The District will communicate any such change in the sale date through the Bloomberg Wire or the Bond Buyer Wire prior to the time bids are to be received. If any date fixed for the receipt of bids and the sale of the Bonds is postponed, any alternative sale date will be announced through the Bloomberg Wire or the Bond Buyer Wire at least 48 hours prior to such alternative sale date. On any such alternative sale date, any bidder may submit a sealed bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced through the Bloomberg Wire or the Bond Buyer Wire at the time the sale date and time are announced. Continuing Disclosure: A description of the District’s undertaking with respect to the Continuing Disclosure Undertaking is set forth in the Preliminary Official Statement. Additional Information: For copies of the Preliminary Official Statement, Official Notice of Sale and the Official Bid Form, please go to www.munios.com. Chief Executive Officer, Startex-Jackson-Wellford-Duncan Water District, South Carolina Dated: January 4, 2016 iv OFFICIAL BID FORM Mr. Stephen M. Caston, Chief Executive Officer Startex-Jackson-Wellford-Duncan Water District 307 Spartanburg Highway Wellford, South Carolina 29385 Ladies/Gentlemen: For all, but not a part, of the $2,915,000* Startex-Jackson-Wellford-Duncan Water District, South Carolina General Obligation Bonds, Series 2016, (the “Bonds”) as more fully described in the attached Official Notice of Sale, which is hereby made part of this bid, we will pay $2,915,000* and a cash premium of $_____________. The members of our syndicate are as follows (please list all Syndicate Members): Syndicate Manager: Members: Interest on the Bonds will be payable semiannually on April 1 and October 1, commencing October 1, 2016. The Bonds shall mature on April 1 in the years and in the amounts, and bear interest at the respective rates per annum, all as stated below: Due April 1 2017 2018 2019 2020 2021 Principal Amount $735,000 240,000 825,000 835,000 280,000 Interest Rate Reoffering Price _______% _______% _______% _______% _______% __________ __________ __________ __________ __________ We acknowledge that the District may reject any and all bids and to the extent permitted by law may waive any irregularity or informality in any bid. We hereby acknowledge that we may not alter, modify or withdraw our bid after we have submitted the Official Bid Form to the District. Respectfully submitted, By: Title: Financial Institution: Telephone Number: The following is our computation made in accordance with the Notice of Sale of the net interest cost to the District under the terms of our bid, which is for informational purposes only and is subject to verification prior to award: Net Interest Cost (in dollars to the nearest penny):________________ Accepted this 12th day of January, 2016. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA By: Chief Executive Officer v [THIS PAGE INTENTIONALLY LEFT BLANK] INTRODUCTION This Introduction briefly describes the contents of this Official Statement and is expressly qualified by reference to the entire contents hereof, including appendices, as well as of the documents summarized or described herein. The Issuer The $2,915,000* General Obligation Bonds, Series 2016 (the “Bonds”) are being issued by Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “District”), a body politic and corporate and a political subdivision of the State of South Carolina. Security For the payment of the principal of and interest on the Bonds, the full faith, credit, resources and taxing power of the District are irrevocably pledged. See “THE BONDS - Security” herein. Purpose of the Bonds The Bonds is being issued by the District for the purpose of financing certain projects and reimbursing the Commission for certain expenditures related to (a) constructing new water lines for line extensions to unserved areas of the District; (b) conducting engineering reports concerning the current and future water supply of the District; (c) constructing water supply projects and making improvements to reservoir dams; (d) constructing additional high rated filter capacity; (e) purchasing certain real property; (f) constructing pump stations and elevated storage tanks as identified in the engineering master plan; (g) making other improvements to the District’s existing water system; and (h) paying costs of issuance of the Bonds. Details of the Bond The Bonds will be general obligation bonds of the District; will be issuable in fully registered form and, when issued will be registered to Cede & Co. as nominee for The Depository Trust Company, New York, New York (“DTC”); will be dated as of January 26, 2016; and will bear interest from their date at the rates shown on the cover hereof payable initially on October 1, 2016, and semiannually thereafter on April 1 and October 1 of each year until they mature. The Bonds will mature in successive annual installments on April 1 in each of the years and in the principal amounts set forth on the cover hereof. The Bonds are not subject to optional redemption prior to their stated maturities. Tax Status of Interest on the Bonds Assuming the District’s continued compliance with certain covenants, in the opinion of Bond Counsel, interest on the Bonds is excludable from gross income for federal income tax purposes under existing statutes, regulations and court decisions. Interest on the Bonds is not a specific item of tax preference for purposes of an individual’s or corporation’s alternative minimum tax; however, such interest will be included in the computation of alternative minimum tax for corporations. Under the present laws of the State of South Carolina, the Bonds and the interest thereon will also be exempt from all taxes in the State of South Carolina, except estate or other transfer taxes and certain franchise taxes. Such opinion is subject to certain limitations and conditions described in the form of opinion of Bond Counsel, set forth in Appendix B, and under the caption “TAX MATTERS”. Professionals Involved in the Offering The Spartanburg Treasurer is serving as Registrar and Paying Agent for the Bonds. Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina, is acting as Bond Counsel. Southern Municipal Advisors, Inc. is serving as Independent Financial Advisor. Authorization Pursuant to Title 6, Chapter 11, Article 5, of the Code of Laws of South Carolina, 1976, as amended, the District is authorized to issue general obligation bonds for any authorized purpose of the District. The Bonds are being issued pursuant to the Constitution and laws of the State of South Carolina, a resolution (the “Resolution”) duly adopted by the Startex-Jackson-Wellford-Duncan Water Commission (the “Commission”), the governing body of the District, on December 15, 2015 and an ordinance duly enacted by the County Council of Spartanburg County, South Carolina on October 15, 2012. Information Concerning Terms of the Offering The Bonds are being issued in book-entry only form. It is expected that the Bonds will be delivered to Cede & Co., at the offices of DTC, on or about January 26, 2016, and will be available for credit to the accounts of the participants and, through them, the Beneficial Owners on such date. Information on limitations on transfer of ownership is set forth in “THE BONDS - Book-Entry Only System”. General This Preliminary Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the Official Statement will be uploaded to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System at www.emma.msrb.org. Copies of this Preliminary Official Statement, the Official Statement, the Resolution and other relevant documents and information are available by contacting Larry G. Christopher, Jr., Chief Financial Officer, 307 Spartanburg Highway, Wellford, South Carolina 29385, (864) 9492805. The Preliminary Official Statement, including the cover page and the attached Appendices, contains specific information relating to the Bonds and the District and other information pertinent to this issue. All information included herein has been provided by the District except where attributed to other sources. The summaries and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such reference or summary is qualified in its entirety by reference to each such document, statute, report or other instrument. ii $2,915,000* STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA GENERAL OBLIGATION BONDS SERIES 2016 INTRODUCTION This Introduction briefly describes the contents of this Official Statement and is expressly qualified by reference to the entire contents hereof, including appendices, as well as of the documents summarized or described herein. This Official Statement is provided for the purpose of furnishing certain information in connection with the public invitation for bids for the purchase of $2,915,000* Startex-Jackson-Wellford-Duncan Water District, South Carolina General Obligation Bonds, Series 2016 (the “Bonds”). This Official Statement has been prepared under the supervision of Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “District”). The information furnished herein includes a brief description of the Bonds, the District and its indebtedness, tax information, economic data, financial information and other matters. Also included are certain information and data pertaining to the Spartanburg County, South Carolina (the “County”) and to the State of South Carolina (the “State”). THE BONDS Description of the Bonds The Bonds here offered constitute an issue of general obligation bonds of the District. The Bonds shall be issued as registered Bonds, book-entry system. The Bonds will be dated January 26, 2016, shall mature in annual series and shall bear interest at the rates and shall be initially priced as shown on the cover hereof. Interest on the Bonds shall be payable on October 1, 2016 and semiannually thereafter on April 1 and October 1 of each year (the “Bond Payment Dates”) until payment of the principal thereof. The Bonds will be issued in denominations of $5,000 or any whole multiple thereof, not exceeding the principal amount of the Bonds maturing in each year. The Bonds shall be numbered from R-1 upwards in such a fashion as to maintain a proper record thereof. All Bonds will be registered upon the registration books of the District which are to be kept for this purpose at the office of the Paying Agent/Registrar. The Paying Agent/Registrar for the Bonds is the County Treasurer. No Optional Redemption The Bonds will not be subject to optional redemption prior to maturity. Purchase of Bonds The Bonds are subject to purchase by the District. Purchases of Bonds Outstanding may be made by the District at any time with money available to it from any source. Upon any such purchase the District shall deliver such Bonds to the Registrar for cancellation. Conditions as to Naming Rates of Interest The Bonds shall bear such rate or rates of interest as shall at the sale of such Bonds reflect the lowest net interest cost to the District calculated in the manner hereinafter prescribed below at a price of not less than par, but: (a) all Bonds of the same maturity shall bear the same rate of interest; (b) no rate of interest named shall be more than two percent (2%) higher than the lowest rate of interest named; (c) each interest rate named shall be a multiple of 1/8th or 1/20th of one percent (1%); and (d) any premium offered must be paid in cash as a part of the purchase price. For the purpose of determining lowest net interest cost, the aggregate of interest on all Bonds from the original issue date until their respective maturities, less any sum named by way of premium, shall be determined on each bid and the smallest amount to be paid by the District shall reflect lowest net interest cost. Authorization for the Bonds The Bonds are being issued pursuant to and in accordance with the Constitution and laws of the State, including Title 6, Chapter 11, Article 5 of the Code of Laws of South Carolina, 1976, as amended, and Section 11-27-40 of the Code of Laws of South Carolina, 1976, as amended (collectively, the “Enabling Act”); an Ordinance enacted by the County Council of the County on October 15, 2012 and a Bond Resolution adopted by the Startex-JacksonWellford-Duncan Water Commission (the “Commission”), the governing body of the District, on December 15, 2015. Book-Entry Only System The Bonds will, when issued, be registered in the name of Cede & Co., as nominee of DTC, which will initially act as securities depository for the Bonds. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORDKEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE BONDS TO DIRECT AND INDIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT AND INDIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC TO THE DISTRICT FOR INCLUSION IN THIS OFFICIAL STATEMENT. ACCORDINGLY, THE DISTRICT NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered Bonds registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect 2 Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, defaults, and proposed amendments to the Resolution (as defined herein). For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar/Paying Agent and request that copies of the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption premium, if any, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the District on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption premium, if any, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE BONDHOLDER, THE DISTRICT SHALL TREAT CEDE & CO. AS THE ONLY BONDHOLDER FOR ALL PURPOSES, INCLUDING RECEIPT OF ALL PRINCIPAL AND PREMIUM OF AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING, AND REQUESTING OR DIRECTING THE DISTRICT AND THE REGISTRAR/PAYING AGENT (IF NOT THE DISTRICT) TO TAKE OR NOT TO TAKE, OR CONSENT TO, CERTAIN ACTIONS. THE DISTRICT HAS NO RESPONSIBILITY OR OBLIGATION TO THE DIRECT OR INDIRECT PARTICIPANTS 3 OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT; (B) THE PAYMENT BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND PREMIUM OF AND INTEREST ON THE BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE RESOLUTION TO BE GIVEN TO BONDHOLDERS; OR (D) OTHER ACTION TAKEN BY DTC OR CEDE & CO. AS BONDHOLDER. Beneficial Owners of the Bonds may experience some delay in their receipt of distributions of principal and interest on the Bonds since such distributions will be forwarded by the County Treasurer, as Registrar/Paying Agent, to DTC and DTC will credit such distributions to the accounts of Direct Participants, which will thereafter credit them to the accounts of Beneficial Owners either directly or indirectly through Indirect Participants. Issuance of the Bonds in book-entry form may reduce the liquidity of the Bonds in the secondary trading market since investors may be unwilling to purchase Bonds for which they cannot obtain physical certificates. In addition, since transactions in the Bonds can be effected only through DTC, Direct Participants, Indirect Participants, and certain banks, the ability of a Beneficial Owner to pledge Bonds to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of such Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will not be recognized by the County Treasurer, as Registrar/Paying Agent, as registered owners for purposes of the Resolution, and Beneficial Owners will be permitted to exercise the rights of registered owners only indirectly through DTC and the Direct or Indirect Participants. Security The Bonds are general obligations of the District and the full faith, credit and taxing power of the District are irrevocably pledged to the payment of the principal of and interest thereof. Pursuant to Article X, Section 14 of the Constitution of the State of South Carolina 1895, as amended (the “State Constitution”), the Bonds are payable from an ad valorem tax to be levied upon all taxable property in the District without limitation as to rate or amount. The Resolution adopted by the Commission of the District authorizing the Bonds has directed the levy and collection of such tax. The Enabling Act provides in substance that the County Auditor shall levy annually and the County Treasurer shall collect, in the same manner as county taxes are levied and collected, a tax without limit on all taxable property located within the District sufficient to pay the principal of and interest on the Bonds as they respectively mature and to create such sinking fund as may be necessary therefor. The obligation to levy and collect ad valorem taxes is an essential obligation of the contract between the District and its bondholders and, if necessary, could be enforced by mandamus or other equitable remedies. Plan of Financing and Use of Bond Proceeds The Commission has determined to raise the sum of $2,915,000* through the issuance of the Bonds in order to finance certain projects and reimburse the Commission for certain expenditures related to: (a) constructing new water lines for line extensions to unserved areas of the District; (b) conducting engineering reports concerning the current and future water supply of the District; (c) constructing water supply projects and making improvements to reservoir dams; (d) constructing additional high rated filter capacity; (e) purchasing certain real property; (f) constructing pump stations and elevated storage tanks as identified in the engineering master plan; (g) making other improvements to the District’s existing water system (collectively, the “Improvements”); and (h) paying costs of issuance of the Bonds. 4 Debt Limit Section 14 of Article X of the State Constitution, provides that subsequent to November 30, 1977, the special purpose districts of the State may issue bonded indebtedness in an amount not exceeding 8% of the assessed value of all taxable property within such districts, and provides further that no bonded indebtedness incurred on or prior to November 30, 1977 shall be charged against such 8% debt limitation. The assessed value of all taxable property located within the District for tax year 2015, which is the last completed assessment thereof, is not less than the sum of $169,880,718 (excluding fee-in-lie-of-tax property of $28,323,116) and thus the 8% debt limit of the District is not less than $13,590,457. The District presently has outstanding general obligation indebtedness in the amount of $8,695,000 chargeable against this limit. Thus, the Commission may issue the sum of up to $4,895,457 in general obligation debt at the present time without a referendum. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT Description of the District The District is a special purpose district located in the County. Special purpose districts are limited purpose local governments created by or pursuant to Acts of the General Assembly of the State. The District is a body corporate and politic and is a political subdivision of the State. The County is located in the northwest piedmont section of the State on the I-85 corridor between Atlanta, Georgia and Charlotte, North Carolina. The County has an area of 813 square miles and is bordered on the north by the State of North Carolina, on the east by Cherokee and Union Counties, on the west by Greenville County and on the south by Laurens County. The County includes the City of Spartanburg, South Carolina, which is the county seat and the eighth largest city in the State, and is located approximately 180 miles northeast of Atlanta, Georgia and approximately 60 miles southwest of Charlotte, North Carolina. The District was created and established as a body politic and corporate, pursuant to Act No. 1105 of the Acts of the General Assembly of the State of South Carolina of 1956, as amended. It is located wholly within the County, and inter alia was established for the purpose of building, constructing, operating and maintaining water lines and water mains throughout the District, and all apparatus necessary for the proper functioning of the same, and from time to time to enlarge the same (collectively, the “System”). The District contains approximately 128 square miles. District Management The Commission serves as the governing body of the District. This Commission consists of five members which are recommended by the County legislative delegation and appointed by the Governor of the State. The current members of the Commission and terms of office are shown in the following table: Expiration of Term March 2018 March 2020 March 2016 March 2020 March 2016 Name Sanford E. Carlton, Chairman Wanda Fowler Tom A. Lomax Frank Nutt John L. Sexton The Chief Executive Officer of the District is responsible for the overall functioning of the District which includes operational, maintenance, administration, planning and technical aspects. The Chief Executive Officer is assisted by the Chief Financial Officer. Stephen M. “Mike” Caston was appointed Chief Executive Officer of the District in July, 1997. Mr. Caston earned both a Bachelor of Science degree in Civil Engineering and a Master of Public Administration degree from Clemson University. Before coming to the District in November, 1991, Mr. Caston had thirteen years of experience working for consulting engineering firms. Larry G. Christopher, Jr. was employed as the Chief Financial Officer of the District in May, 2003. Mr. Christopher earned his Bachelor of Science degree in Business Administration from the University of South Carolina – Upstate 5 and his Master of Public Administration degree from Clemson University. Mr. Christopher is a Certified Public Accountant and had fifteen years of accounting and finance experience before coming to the District. Currently, the District has approximately 41 full-time employees. Budget The District’s budget process is coordinated annually by the Chief Financial Officer. The District’s fiscal year begins August 1 and ends July 31 of the following year. The key steps in the budget process are as follows: • Coordinate department budget requests, including updating of staffing plans, preparation of depreciation schedules, and preparation of line-item budgets. • Completion of District-wide budget information, including revenues, flow estimates, cost allocations, etc. • Revenue and Expenditure data are inputted into a computerized financial planning model and a review of the capital improvement program is conducted by the District’s management. • Rates and multi-year projections of revenues and expenses are derived from prior year performance and adjusted accordingly to provide for sufficient funding of the District’s Capital Reserve Fund from net operating revenues. • The Budget is presented to the Commission for review three months prior to adoption to allow sufficient time to make adjustments. The month before adoption, the Commission approves the budget for the public hearing. • A public hearing is advertised and held prior to final approval of the budget, tax levy and user charges. GASB 45 The District was required to implement GASB 45 during the fiscal year ending July 31, 2010 for proper financial statement recognition of other post-employment benefits (“OPEB”). District management utilized actuarial services to determine the Annual Required Contribution for retiree health insurance costs. The District has implemented the required financial reporting and funding methods to provide for GASB 45 compliance. The District is self-insured and maintains an Insurance Reserve Fund to cover claims that exceed the stop loss and fund claims for postemployment benefits. GASB 68 The District implemented GASB Statement No. 68 “Accounting and Financial Reporting for Pensions – an amendment of GASB Statement No. 27” (“GASB 68”) and GASB Statement No. 71 “Pension Transition for Contributions Made Subsequent to the Measurement Date – an amendment of GASB Statement No. 68” (“GASB 71” and collectively, the “Statements”) for the year ended July 31, 2015. The primary objective of these Statements is to improve accounting and financial reporting by state and local governments for pensions. In addition, state and local governments that participate in single-employer or cost-sharing multiple employer plans are now required to recognize a net pension liability for their single-employer plan or their proportionate share of the net pension liability of cost-sharing multiple employer plans. It is GASB’s intention that these Statements will provide citizens and other users of the financial statements with a clearer picture of the size and nature of the District’s financial obligations to current and former employees for past services rendered. In particular, these Statements require the District to recognize a net pension liability, deferred outflows of resources, and deferred inflows of resources for the District’s Pension Plan (“District Pension Plan”), single-employer plan, and for their participation in the South Carolina Retirement System (the “SCRS”), cost-sharing multiple-employer defined benefit pension plans, on financial statements prepared on the economic resources measurement focus and accrual basis of accounting (i.e., the Statement of Net Position) and present more extensive note disclosures. The adoption of these Statements had no impact on the District’s financial statements, which continue to report expenditures in the amount of the contractually required contributions, as required by the District’s Pension Plan and by the South Carolina Public Employee Benefit Authority who administers the SCRS retirement plans. However, the adoption has resulted in the restatement of the District’s net position as of August 1, 2014 for its financial statements 6 to reflect the reporting of a net pension liability, deferred outflows of resources and deferred inflows of resources for its qualified plan in accordance with the provisions of these Statements. Net position of the District’s financial statements as of August 1, 2014 was decreased by approximately $4,972,480 reflecting the cumulative change in accounting principle related to the adoption of these Statements related to the SCRS retirement plan. Retirement Plan The District is a member of the SCRS, which is one of four defined benefit retirement systems maintained by the Retirement Division of the State Fiscal Accountability Authority. Each system publishes its own component unit financial report. SCRS is a cost-sharing, multiple-employer pension system providing retirement, death and disability benefits to State employees, public school employees and employees of counties, municipalities and certain other State political subdivisions including the District. Each system is independent. Assets may not be transferred from one system to another or used for any purpose other than to benefit each system’s participants. Membership is required as a condition of employment. Employees contribute at 8.16% and employers at 10.91%. In addition to those rates, participating employers of SCRS contribute 0.15% of payroll to provide a group life insurance benefit for their participants. The District’s and its employees’ contributions to the SCRS for the last five fiscal years are as follows: Contributions District Employee 2011 $218,528 151,096 Fiscal Year 2013 $256,887 170,753 2012 $232,894 158,062 2014 $448,804 189,200 2015 $248,759 185,192 The District has paid all required contributions for fringe benefits as they have come due and there are no liabilities for underfunding of such fringe benefits. In July 2014, the District purchased service credits with SCRS for three long-term employees in a move to reduce future employment costs. These positions were eliminated from the District’s long range staffing plan. Insurance Subject to specific immunity set forth in the State Tort Claims Act, local governments including the District are liable for damages not to exceed $300,000 per incident/person and $600,000 per occurrence/aggregate. No punitive or exemplary damages are permitted under the State Tort Claims Act. Insurance protection to units of local government is provided from either the State Insurance Reserve Fund established by the State Fiscal Accountability Authority, private carriers, self-insurance or pooled self-insurance funds. The District currently maintains liability insurance coverage by private carrier. In the opinion of the Chief Executive Officer, the amount of liability coverage maintained by the District is sufficient to provide protection against any loss arising under the State Tort Claims Act. In the opinion of local legal counsel for the District, there is no litigation pending or threatened against the District which is not adequately insured by such coverage. 7 Summary of District Operating Budget, Fiscal Year 2015-16 Revenues Water Sales Ad Valorem Taxes Customer Service Charges Tap Revenue and Impact Fees Net Investment Income Other Revenue Transfer from Principal and Interest Fund Total Revenues $7,647,000 1,848,000 517,000 486,000 175,000 337,000 -$11,010,000 Expenses and Transfers Operations Cost Administrative Cost Salaries and Fringes Small Equipment and Fixtures Transfers to Capital Reserve Transfers to Insurance Reserve Fund Revenue Bond Payments General Obligation Bond Payments Total Expenses and Transfers $2,007,000 1,220,000 3,945,000 27,000 1,381,000 300,000 282,000 1,848,000 $11,010,000 Revenues and Expenses of the District A five-year summary of the revenues and expenses of the District appears below. The audited financial statements of the District for the years ended July 31, 2011 through July 31, 2014 were prepared by Holcombe, Holtzclaw & Ravan, LLC, Spartanburg, South Carolina. Financial Statements for the year ended July 31, 2015 are unaudited. A copy of the audited financial statements for the year ended July 31, 2014 is included as Appendix A hereto. Statement of Revenues and Expenses of the System of Fiscal Years Ending July 31 Operating Revenues Operating Expenses Before Depreciation & Amortization Operating Income Before Depreciation & Amortization Depreciation Amortization of Bond Cost Operating Income (Loss) Non-operating Revenues Ad Valorem Taxes Other Non-operating Revenues Non-operating Expenses Capital Contributions Increase in net position before cumulative effect of change in accounting principle Cumulative effect of change in accounting principle-GASB 68 Increase (decrease) in net position *Unaudited 2011 $8,568,689 2012 $8,551,110 2013 $8,380,554 2014 $8,402,740 2015* $9,018,993 (6,547,017) (7,218,082) (7,472,664) (7,690,026) (7,234,592) 2,021,672 (1,574,563) (19,887) 427,222 1,333,028 (1,484,018) 0 (150,990) 907,890 (1,637,168) 0 (729,278) 712,714 (1,869,324) 0 (1,156,610) 1,784,401 (1,863,280) 0 (78,879) 2,271,183 337,915 (343,410) 88,026 2,106,655 365,863 (241,101) 368,773 2,140,649 82,080 (394,965) 291,704 2,244,173 194,234 (259,839) 223,303 2,275,256 219,414 (316,367) 700,282 $2,780,936 $2,449,200 $1,390,190 $1,245,261 $2,799,706 0 $2,780,936 0 $2,449,200 0 $1,390,190 0 $1,245,261 (4,972,480) ($2,172,774) Location of the System The current boundaries of the District encompass 128 square miles in the western part of the County. The service area stretches from Highway 417 in the South, to Highway 11 in the North and from I-26 in the East to the Greenville County, South Carolina line in the West. As of July 31, 2015, the District served approximately 21,900 accounts and had a service area population of approximately 55,000 people. 8 The District also includes within its boundaries portions of the Middle Tyger River (Lyman Lake) and the North Tyger River (Lake Cooley and North Tiger Reservoir). The District treats water from these rivers at its filtration plant on Groce Road in Lyman. The District also includes within its boundaries the South Tyger River (Berry’s Pond) but does not treat water from this source. Comparative General Statistics The District has improved and expanded the System over the years. The following table depicts the trend in miles of water lines and annual amount of user revenue charges over the past five fiscal years: Miles of Water Lines Total Annual Amount of Billing 2011 673 $7,551,984 2012 678 $7,448,359 2013 687 6,996,566 2014 691 7,107,192 2015 696 7,448,516 Revenues of the System Ad valorem taxes are used exclusively to pay debt service on the District’s general obligation indebtedness. The Commission imposes water rates and charges on the customers of the District in order to meet the operational needs of the District. It has been and continues to be the policy of the Commission to annually review rates and charges to ensure that the District generates sufficient funds to meet budget expenditures. Customers The following table shows the number of customers of the District for the years shown: Total Number of Accounts 20,600 21,000 21,500 21,800 21,900 Fiscal Year Ended July 31 2011 2012 2013 2014 2015 Supply and Usage Data The following table shows dependable supply and usage statistics for fiscal year ended July 31, 2015. The dependable supply provides the minimum supply of water even in times of drought and it is based on the most recent drought. Million Gallons Per Day Supply Available, Years of Drought: North Tiger Reservoir Lake Cooley Lake Lyman Total Supply Available, Years of Drought 1.00 3.92 14.99 19.91 Combined Transmission Capacity, Pumping High Service pumps (at WTP) Distribution pumps (at Booster pump station) Average Water Withdrawals: WTP (winter raw water withdrawal) WTP (summer raw water withdrawal) Total System, Average Daily Usage Winter Summer Reservoir Supply During Drought Years at Average User Rate (300 Days) 9 24.90 10.00 5.15 6.77 5.17 6.70 Water Rates and Fees Water revenues, operation and maintenance expenses and net income are reviewed each year during the budgeting process to gauge the adequacy of water rates and to ensure that sufficient funds are always available to meet the various revenue requirements of the System. Retail Rates. On April 1, 2010, the Commission adopted a change to the rate structure for meters under 1” in size. The structure is comprised of a base fee according to meter size plus an inclining block schedule for residential and irrigation monthly consumption. Commercial and industrial rates did not change from the declining block. Base Fee. The base fee listed below is increased 25% for those customers who are outside of the District’s legal boundaries. Current fees, effective April 1, 2010, are as follows: Meter Size (Inches) 5/8” 1” 1.5” 2” 3” 4” 6” 8” 10” Gallons Allowed 2,500 7,000 20,000 60,000 180,000 450,000 800,000 1,500,000 2,000,000 Inside District $ 12.00 25.55 68.28 166.68 466.58 963.08 1,542.08 2,676.08 3,486.08 Outside District $ 15.00 31.92 85.34 208.54 558.79 1,205.49 1,930.99 3,351.99 4,366.99 Source: Startex-Jackson-Wellford Duncan Water District Monthly Consumption Charges. Monthly consumption charges listed below are increased 25% for those customers outside of the District’s legal boundaries. The District’s current rates, effective April 1, 2010, are as follows: Residential and Irrigation. Residential and Irrigation Water Rates (under 1” in size) are as follows: Usage Block 1 2 3 Monthly Usage Gallons 2,500 – 15,000 15,001 – 25,000 Over 25,000 Rate per 1,000 Gallons Inside District $3.01 3.20 4.00 Rate per 1,000 Gallons Outside District $3.76 4.00 5.00 Source: Startex-Jackson-Wellford Duncan Water District Commercial and Industrial. Commercial and Industrial Water Rates are as follows: Usage Block 1 2 3 4 5 Monthly Usage Gallons 2,500 – 15,000 15,001 – 135,000 135,001 – 235,000 235,001 – 500,000 Over 500,000 Rate per 1,000 Gallons Inside District $3.01 2.46 2.12 1.86 1.62 Rate per 1,000 Gallons Outside District $3.76 3.08 2.65 2.33 2.03 Source: Startex-Jackson-Wellford Duncan Water District Wholesale Rates. The District does not currently sell water on a wholesale basis except on an as-needed, limited, short term basis. The wholesale rate is $1.00 per 1,000 gallons. Capacity Fee. The capacity fee is a one-time charge implemented as a means to recover the costs associated with capital improvements to provide service to future users of the System. The capacity fees are designed to mitigate the need for existing customers to pay for growth-related expansion. 10 The following is a schedule of fees related to meter size. Tapping/Meter Fees Connection Size 5/8” Domestic(1) 5/8” Irrigation(1) 1”(1) 1 1/2”(2) 2” – 12”(2) Fee $500.00 500.00 775.00 100.00 50.00 per inch Source: Startex-Jackson-Wellford Duncan Water District (1) Meter cost included (2) Tapping cost only. Meter cost to be determined at time of purchase. System Improvement Fees Tap Size 3/4” 1” 1.5” 2” 3” 4” 6” 8” 10” 12” Inside District $ 300 420 540 870 3,300 4,200 6,300 8,700 10,800 12,900 Outside District $ 600 840 1,180 1,740 6,600 7,350 9,400 13,050 16,200 19,350 Source: Startex-Jackson-Wellford Duncan Water District Private Fire Protection Charge. Application for private fire protection systems require that three sets of plans be submitted to the District’s Engineering Department for approval of plans. It is recommended that the District’s Engineering Department be contacted concerning specific requirements prior to the preparation of plans. The supplying tap will not be made until plans are approved and specific pit construction and valving requirements are met. The monthly fees for the private fire protection charge are as follows: Fire Line Size 2” 3” 6” 8” 10” 12” Inside District $ 4.85 14.70 80.60 168.72 290.07 458.80 Outside District $ 6.06 18.38 100.75 210.90 362.59 573.50 Source: Startex-Jackson-Wellford Duncan Water District Other Charges. The District imposes tap fees, installation fees and service fees for the System. Tap fees are charged to customers for material and labor use to make a physical connection to the water distribution line (excavation of the line is the responsibility of the customer). Meter installation fees are imposed upon customers. Historical Water Rates Prior to April 1, 2010, the District’s base fees and consumption charges remained unchanged since November, 1997. On April 1, 2010, consumption charges were changed from a declining block to an inclining block rate for residential and irrigation customers only (under 1” in size). However, monthly charges for residential and irrigation customers remained unchanged for usage up to 15,000 gallons per month. The rate structure change only affected those customers who use more than 15,000 in any month. 11 Average Daily Water Usage (All Purposes) The following table shows combined quantities of finished water supplied by the District’s treatment plant, in million gallons per day, for the past five fiscal years. Fiscal Year Ended July 31 2011 2012 2013 2014 2015 Million Gallons Per Day 6.0 5.8 5.4 6.1 6.3 Source: Startex-Jackson-Wellford Duncan Water District Water Billing and Collection Policies Water bills are mailed to customers on a monthly basis. One-fourth (1/4) of the customers are billed each week. Payment is due 20 days after the date of the bill. If the bill is not paid, a late payment penalty of $5.00 is added to the next month’s bill. If the next month’s bill is not paid by the due date, the customer is charged an additional $25.00 and the water service is scheduled for disconnection. A $35.00 reconnection fee is required to restore service after disconnections. Largest Customers The following table is a list of the District’s ten largest customers for the Fiscal Year ended July 31, 2015. No single customer accounted for more than 4.34% of total revenues. Total Customer Springfield, LLC Starchem, LLC Leigh Fibers, Inc. Huntington Foam, LLC Chartwell Berry Shoals Coyne Textile Services Cryovac Plant River Falls Apartment Homes Autolite Upstate Culpepper Total $317,098 44,076 33,778 32,999 32,113 24,299 22,555 18,505 17,407 16,605 $559,435 % Gross Revenues 4.34% 0.60 0.46 0.45 0.44 0.33 0.31 0.25 0.24 0.23 7.65% Source: Startex-Jackson-Wellford Duncan Water District Regulation and Permits Federal Regulation: The System is subject to regulation by the U.S. Environmental Protection Agency (“EPA”). EPA involvement is primarily in the areas of approving funds for projects under EPA grants and establishing and interpreting policies for executing federal water quality and water treatment facilities construction grant programs. State Regulation: The System is subject to regulation by South Carolina Department of Health and Environmental Control (“DHEC”). DHEC is responsible for ensuring compliance with federal and State water quality standards, approving plans and specifications for water projects within the State, issuing operating and construction permits, in addition to other administrative functions which have been delegated to DHEC by EPA. From time to time, DHEC has entered into administrative consent orders with the District to resolve issues of alleged permit non-compliance and other compliance issues. The District is in compliance with requirements for payment of civil penalties or corrective measures under such consent orders. 12 CERTAIN FISCAL MATTERS Property Taxation and Assessment Article X, Section 1, of the State Constitution requires equal and uniform assessments of property throughout the State for the following classes of property and at the following ratios: (1) Real and personal property owned by or leased to manufacturers, utilities and mining operations and used in the conduct of such business – 10.5% of fair market value; (2) Real and personal property owned by or leased to companies primarily engaged in transportation for hire of persons or property and used in the conduct of such business – 9.5% of fair market value; (3) Legal residence and not more than five contiguous acres – 4% of fair market value (if the property owner makes proper application and qualifies); (4) Agricultural real property used for such purposes owned by individuals and certain corporations – 4% of use value (if property owner makes proper application and qualifies); (5) Agricultural property and timberlands belonging to corporations having more than ten shareholders – 6% of use value (if property owner makes proper application and qualifies); (6) All other real property – 6% of fair market value; (7) Business inventories – 6% of fair market value (as of 1988, there is available an exemption from taxation of property in this category, except that the assessed value of business inventory as of tax year 1987 is taken into account in calculating an entity’s bonded debt limit); (8) Motor vehicles – 6% of fair market value; and (9) All other personal property – 10.5% of fair market value. The South Carolina Department of Revenue (“DOR”) has been charged with the responsibility of taking steps necessary to ensure equalization of assessments statewide in order that all property is assessed uniformly and equitably throughout the State, and may require reassessment of any part or all of the property within a county. Under law enacted by the South Carolina General Assembly in 2000, every fifth year counties and the State are required by law to effect an appraisal of all property within such counties and to implement that appraisal as a new assessment in the following year. Thereafter reassessments will occur on the schedule described above. Section 1243-217(B) of the Code of Laws of South Carolina 1976, as amended, authorizes a county by ordinance to postpone its reassessment program for not more than one tax year. Regulations adopted by the DOR also require that a reappraisal program must be instituted by a county if the median appraisal for all property in such county (as a whole or for any class of property) is higher than 105% or lower than 80% of fair market value. The County last completed and implemented a reassessment program for the 2013 tax year (which corresponds to the County’s 2013-14 fiscal year). In addition to the appraisal and reassessment procedures enacted in 1995, the General Assembly imposed a limitation on millage rate for the year in which the reassessment is implemented referred to as the “rollback millage,” which is that millage rate which, following reassessment, will produce the same revenues as were produced in the year preceding reassessment. The rollback millage may only be increased pursuant to the provisions of Act No. 388, which was adopted by the South Carolina General Assembly on June 1, 2006 and signed into law by the Governor on June 10, 2006 (“Act No. 388”). Act No. 388 provided that, beginning July 1, 2007, the growth in valuation of real property attributable to reassessment may not exceed 15% for each five year reassessment cycle. Growth in valuation resulting from improvements to real property are exempt from this restriction. Moreover, upon the sale of any parcel of real property or other “assessable transfer of interest,” including long-term leases, conveyances out of trusts, and other defined events, but excluding transfers between spouses, such parcel will be reassessed to its then-current market value. The foregoing limitation on increases in assessed value may materially effect the growth in the District’s 13 assessed value, and, thus, debt limit, over time. Limitations on increases in assessed value were further modified by the South Carolina General Assembly in its 2011 session (the “2011 Amendments”). The 2011 Amendments further limits the reassessment of property assessed at six percent (6%) of market value, e.g. commercial property and non-owner occupied homes. Upon an assessable transfer of interest of such property, the new assessed value for tax purposes is the greater of (a) 75% of the fair market value of the property at the time of sale or (b) 100% of the fair market value of the property according to the most recently completed county-wide reassessment. The County Assessor appraises and assesses all the real property and mobile homes located within the County and certifies the results to the County Auditor. The County Auditor appraises and assesses all motor vehicles, marine equipment, business personal property and airplanes. The DOR furnishes guides for use by the counties in the assessment of automobiles, automotive equipment, and certain other classes of property and directly assesses the real and personal property of public utilities, manufacturers and business equipment. Each year the DOR certifies its assessments to the County Auditor who prepares assessment summaries from the respective certifications, determines the appropriate millage levies, prepares tax bills and then in September charges the County Treasurer with the collection. South Carolina has no statewide property tax. Homestead Exemptions – Property Tax Relief The State provides, among other exemptions, three exemptions for homesteads. The first is a general exemption from all ad valorem property taxes and applies to the first $50,000 of value of the dwelling place of persons who are over 65 years of age, totally and permanently disabled or legally blind (the “Homestead Exemption”). The second exemption (the “Property Tax Relief Exemption”) applies only to ad valorem taxes levied for school operating budgets (exclusive of amounts in those budgets for the payment of lease-purchase agreements for capital construction) (the “School Taxes”). The Property Tax Relief Exemption applies to property classified as the legal residence and up to five contiguous acres of land contiguous thereto when owned by the occupant of such residence. The value of the property exempted pursuant to the Property Tax Relief Exemption is determined each year by a formula which takes into account the amount made available by the General Assembly for such purpose in a State Property Tax Relief Fund and the total School Taxes but for such exemption. In both cases, the revenues that would have been received by various taxing entities but for the exemptions are replaced by funds from the State. In the case of the Homestead Exemption, the State pays each taxing entity the amount to which it is entitled by April 15 of each year from the State’s general fund. In the case of the Property Tax Relief Exemption, the payments are to be made from the State Property Tax Relief Fund and are due by April 15 of each year, but an amount equal to 90% of such payments is required to be paid to the school districts during the last calendar quarter of the calendar year ending prior to such April 15. The third exemption, the New Homestead Exemption (defined below) is discussed below under “CERTAIN FISCAL MATTERS – New Homestead Exemption.” New Homestead Exemption Pursuant to Act No. 388, an additional one percent sales tax was imposed State-wide beginning July 1, 2007. The additional tax does not apply to certain items, including certain accommodations (e.g., hotels, motels, campgrounds and the like), items taxed at a defined maximum tax (e.g., automobiles, taxed at a maximum of $300, regardless of sales price), and unprepared food. Receipts from the one percent sales tax must be credited to the “Homestead Exemption Fund” created pursuant to Act No. 388. Beginning in Fiscal Year 2007-08, all owner-occupied real property in the State was exempted from ad valorem property taxes levied for school district operations (the “New Homestead Exemption”). Proceeds of the sales tax deposited in the Homestead Exemption Fund is distributed to the school districts of the State in substitution for the ad valorem property taxes not collected as a consequence of the New Homestead Exemption, provided, however, that in no event shall the amount of sales taxes distributed to the school district or districts within any county be less than $2,500,000 in the aggregate. Act No. 388 contains provisions for distribution to multiple school districts within a single county of any amounts made available under the preceding sentence. Act No. 388 provides that reimbursements in Fiscal Year 2007-08 for amounts not collected by reason of the New Homestead Exemption shall be equal to the amount estimated to be otherwise collected in Fiscal Year 2007-08 by the school district from school operating millage imposed on owner occupied residential property therein. Beginning 14 in Fiscal Year 2008-09 and continuing each year thereafter, the aggregate reimbursement to the school districts of the State will increase by an amount equal to the percentage increase in the previous year of the Consumer Price Index, Southeast Region, as published by the United States Department of Labor, Bureau of Labor Statistics plus the percentage increase in the previous year in the population of the State as determined by the Office of Research and Statistics of the State Fiscal Accountability Authority. Any amounts remaining in the Homestead Exemption Fund after the distribution of moneys as described in the preceding paragraphs must be distributed to the 46 counties of the State, proportionately based upon population, and applied as a credit against ad valorem property taxes levied against, first, owner-occupied real property, and, thereafter, to all other classes of taxable property, for county operating purposes. To the extent revenues in the Homestead Exemption Fund are insufficient to pay all reimbursements to the school districts of the State as described above, the difference must be paid from the State’s general fund. Enforcement of the requirement described in the preceding sentence is not self-executing, and will in each applicable year be subject to the appropriation of the necessary amounts by the General Assembly. Change in Millage Levy Authority Act No. 388 and the 2011 Amendments limited future increases in millage levied for operational purposes by all political subdivisions and school districts. The annual millage rate for operations may increase only at a rate equal to the sum of (a) the increase in the consumer price index, plus (b) the rate of population growth of the political subdivision or school district, plus (c) the operating millage increase allowed by operation of clauses (a) and (b) above, but not imposed, for the three property tax years preceding the year to which the current limit applies. This limitation may be overridden by a vote of two-thirds of the governing body of the political subdivision or school district, but only for the following purposes and only in a year in which such condition exists: (1) a deficiency of the preceding year; (2) any catastrophic event outside the control of the governing body such as a natural disaster, severe weather event, act of God, or act of terrorism, fire, war, or riot; (3) compliance with a court order or decree; (4) taxpayer closure due to circumstances outside the control of the governing body that decreases by ten percent or more the amount of revenue payable to the taxing jurisdiction in the preceding year; or (5) compliance with a regulation promulgated or statute enacted by the federal or state government after January 1, 2007 for which an appropriation or a method for obtaining an appropriation is not provided by the federal or state government. (6) purchase by the local governing body of undeveloped real property or of the residential development rights in undeveloped real property near an operating United States military base which property has been identified as suitable for residential development but which residential development would constitute undesirable residential encroachment upon the United States military base as determined by the local governing body (provided certain other criteria are met as described in Section 6-1-320(B)(6) of the Code of Laws of South Carolina, 1976, as amended); or (7) to purchase capital equipment (as defined in Section 6-1-320(B)(7) of the Code of Laws of South Carolina, 1976, as amended) and make expenditures related to the installation, operation, and purchase of the capital equipment including, but not limited to, taxes, duty, transportation, delivery, and transit insurance, in a county having a population of less than one hundred thousand persons and having at least forty thousand acres of state forest land. If a tax is levied to pay for items (1) through (5) above, then the amount of tax for each taxpayer must be listed on the tax statement as a separate surcharge for each applicable item. Each separate surcharge must have an explanation of the reason for the surcharge. The surcharge must be continued only for the years necessary to pay for the applicable item. 15 The limitation on operating millage increases does not affect millage that is levied to pay bonded indebtedness or payments for real property purchased using a lease-purchase agreement or used to maintain a reserve account. The limitation on operating millage increases does not affect millage imposed to pay bonded indebtedness or operating expenses of a special tax district established pursuant to Section 4-9-30(5) of the Code of Laws of South Carolina, 1976, as amended. Payments in Lieu of Taxes The State has adopted an array of property tax inducements and incentives to promote investment in the State. Qualifying investments of $2.5 million ($1 million in some counties and for certain “Brownfield” sites) or more may negotiate for payments in lieu of taxes for a period of up to 30 years (with the possibility of an additional 10-year extension at the option of the county) based on assessment ratios of as little as 6% and using millage rates that are either fixed for up to 30 years (with the possibility of an additional 10-year extension at the option of the county) or adjusted every fifth year. Certain of those projects may also design a payment schedule so long as the present value of the payments under the schedule are equal to the present value of the payments that would have been made without the schedule. The State also provides an even more generous inducement for projects creating at least 125 new jobs and new investment of not less than $150 million or for projects which have total investment of not less than $400 million within the State. These projects may negotiate for payments based on assessment ratios of as low as 4% and for a term of up to 40 years. The State provides alternative provisions respecting the distribution of payments in lieu of taxes to entities having taxing jurisdiction at the location of the investment: (i) revenues received in respect of property that is not included in a multicounty park are allocated in proportion to the amounts that would have been received by the taxing entities if the payments were taxes and (ii) revenues received from property that is in a multicounty park, however, is distributed in accordance with the agreement creating the park; the amount of the distribution to each taxing entity is, for all practical purposes, controlled by the County. Property may be included in a multicounty park under terms of agreements between two or more counties with individual sites being determined primarily by the county in which they are located. Payments in lieu of taxes may be diverted from taxing entities in the sole discretion of the County to fund projects which support economic development activities, including projects that are used solely by a single enterprise and such other uses as directed by the County. In addition to the above-described incentives, under State law a county may issue special source revenue bonds or grant equivalent credits against payments in lieu of taxes in order to pay for certain infrastructure costs to support economic development activities. Such bonds or credits are payable from, and effectively allow for the capturing of, portions of the payments in lieu of taxes payable by industry. The effect of the above-described incentives, is that, notwithstanding the fixed payments by the industry, the District’s share of these payments will vary in each year in accordance with the ratio its millage rate for that year bears to the total millage that would otherwise apply to the property. Projects on which these payments in lieu of taxes are made are considered taxable property at the level of the negotiated payment for purposes of calculating bonded indebtedness limits and for purposes of computing the index of taxpaying ability pursuant to the South Carolina Education Financing Act. If the property is situated in a multicounty park, the calculation of assessed value for debt limit purposes is based upon the relative share of payments received by all taxing entities which overlap the multicounty park. Accordingly, a recipient of payments from a multicounty park is able to include only a fraction of the assessed value of property therein in calculating its debt limit. The County has to date entered into numerous payment in lieu of tax arrangements with respect to industrial and other investments in the County. Motor Vehicle Tax Relief State Constitutional amendments adopted by referendum in the November, 2000 general election may have a material impact on the levy and collection of ad valorem property taxes within the District. One amendment phased in over six years a reduction in assessment ratios (from 10.5% to 6.0%) for motor vehicles and other titled personal property. The second amendment allows county governing bodies to impose a one percent sales tax, the proceeds of which must be applied to the reduction in ad valorem taxes levied against motor vehicles. The County has to date taken no action to impose a sales tax as provided by the amendment. The first amendment reduced tax collections by all local taxing entities, including the District, over time at current millage levels, thus necessitating additional 16 millage or a reduction in expenditures. The first amendment, by effectively reducing the assessed value of motor vehicles and titled personal property, caused a reduction in available debt limit for local taxing entities, including the District. Assessed Values of Startex-Jackson-Wellford-Duncan Water District Fiscal Year 2011 2012 2013 2014 2015 Real Property $96,035,133 97,233,373 98,300,372 102,074,255 103,839,407 Personal Property(1) $59,823,652 57,496,190 59,392,777 64,058,773 66,041,311 Total(2) $155,858,785 154,729,563 157,693,149 166,133,028 169,880,718 (1) Includes manufacturers’ real and personal property (2) The Assessed Value figures do not include fee in lieu of tax property which was $28,323,116 for 2014 Source: Spartanburg County Auditor Fiscal Year 2015 Market Value/Assessment Summary Classification Real Estate Mobile Homes SCTC Utilities Corporations Transportation Vehicles Boats Airplanes Furniture Fee in lieu of tax property Totals Assessed Value $102,552,919 1,286,488 10,158,350 5,231,950 33,600,320 605,268 15,326,253 292,520 4,830 821,820 28,323,116 $198,203,834 Assessment Ratio 4&6 4&6 10.5 10.5 10.5 9.5 6 10.5 4 10.5 6 - 10.5 Market Value $2,063,037,597.00 28,934,082.00 96,748,190.48 49,828,095.24 320,003,047.62 6,371,242.11 255,437,550.00 2,785,904.77 120,750.00 7,826,857.15 396,000,866.67 $3,227,094,183.04 Source: Spartanburg County Auditor and Spartanburg County Assessor Method by Which Tax Levy is Made In the State, local taxes for counties, schools and special purpose districts are levied as a single tax bill which each taxpayer must pay in full. Taxes are levied by the auditors of the various counties. In the County, current and delinquent tax collections are made through the County’s Delinquent Tax Office. County taxes are payable without penalty until January 15th. On January 16th, a 3% penalty is added on all unpaid taxes; on February 2nd, an additional 7% penalty is added; and on April 17th, an additional 5% penalty is added, at which time property in the County goes into execution. 17 Tax Collection Record County: The following shows taxes levied by the County Auditor and collected by the County Treasurer, including County, school district, municipality and special purpose district taxes, for the past five Fiscal Years: Original Current Fiscal Amount Tax Year Levied Collections 2011 $359,821,541 $335,278,387 2012 357,722,870 336,851,721 2013 363,824,502 343,668,625 2014 388,243,689 366,074,975 2015 393,718,474 372,002,503 ______________________________ Percentage of Current Taxes Collected 93.18% 94.17 94.46 94.29 94.49 Delinquent Tax Collections $19,790,837 13,711,560 14,711,569 15,851,722 16,008,069 Total Tax Collections $355,069,224 350,563,281 358,380,194 381,926,697 388,010,572 Total Percentage Collected 98.68% 98.00 98.50 98.37 98.55 Source: Spartanburg County Treasurer and Delinquent Tax Office District: The following shows taxes levied by the County Auditor and collected by the County Treasurer for the District for the past five fiscal years: Fiscal Year 2011 2012 2013 2014 2015 Original Amount Levied $2,202,386 1,936,761 2,030,064 2,176,355 2,067,674 Current Tax Collections $2,016,621 1,830,531 1,917,599 2,052,086 1,961,877 Percentage of Current Taxes Collected 91.57% 94.52 94.46 94.29 94.89 Delinquent Tax Collections $ 99,760 102,802 58,260 54,008 95,953 Total Tax Collections $2,116,381 1,933,333 1,975,859 2,106,094 2,057,830 Source: Spartanburg County Treasurer and Delinquent Tax Office Millage History The following table shows the number of mills levied by the District for the past five fiscal years: Mills Levied 11.8 12.0 12.0 11.5 10.0 Year 2012 2013 2014 2015 2016 Source: Spartanburg County Auditor 18 Total Percentage Collected 96.09% 99.82 97.33 96.77 99.53 Largest Taxpayers in the District The following table shows the calendar year 2014 assessed values and District property taxes or fee in lieu of taxes paid in calendar year 2014 by the ten largest taxpayers in the District. Assessed Value $5,377,910 3,161,836 2,918,240 2,750,011 3,265,530 2,260,498 2,104,161 2,235,830 1,940,830 1,809,909 Taxpayer Sew Eurodrive Inc. Cryovac, Inc. Duke Energy Corp. American Fund US Investments General Motors LLC DSI Draexlmaier Service Inc. DAA Draexlmaier Automotive CBRE Operating Partnership LP BMW Manufacutring Co LLC AFL Telecommunications LLC 2014 Amounts Paid $1,811,578.07 1,103,977.41 1,044,217.58 968,004.00 961,074.84 797,956.00 742,769.00 734,431.20 671,398.92 622,719.47 Source: Spartanburg County Auditor DEBT STRUCTURE Legal Debt Limit of the District Article X, Section 14, of the State Constitution provides that special purpose districts have the power to incur bonded indebtedness in such manner and upon such terms and conditions as the General Assembly shall prescribe by general law. General obligation debt may be incurred only for a public and corporate purpose in an amount not exceeding 8% of the assessed value of all taxable property of such special purpose district. Under provisions of the Enabling Act, the governing body of the special purpose district may issue general obligation bonds to defray the cost of any authorized purpose and for any amount not exceeding its applicable constitutional debt limit. Under Article X, Section 14, of the State Constitution, bonded indebtedness of the District existing on November 30, 1977, is not considered in determining the District’s 8% debt limitation. General obligation debt authorized by a majority vote of the qualified electors of the District voting in a referendum may be incurred without limitation as to amount. The District’s debt limitation is computed below: Assessed Value – as of June 30, 2015(1) Constitutional Debt Limit Total Current Outstanding Debt Subject to Limit Legal Debt Limit without a Referendum $169,880,718 x 8% 13,590,457 (8,695,000) $4,895,457 (1) Excludes assessed value related to fee in lieu of taxes property of $28,323,116 Outstanding Debt As of July 31, 2015, the outstanding general obligation indebtedness of the District was $8,695,000 and includes the following issue: (1) $1,085,000 outstanding principal amount of $7,500,000 original principal amount General Obligation Bonds, Series 2010, dated November 30, 2010; (2) $3,025,000 outstanding principal amount of $4,080,000 original principal amount General Obligation Bond, Series 2012, dated November 20, 2012; and (3) $4,585,000 outstanding principal amount of $4,585,000 General Obligation Bond, Series 2015, dated January 21, 2015. 19 The following table shows the annual debt service requirements (principal and interest) on the District’s outstanding general obligation bonds for the following fiscal years: Fiscal Year Ending July 31 2016 2017 2018 2019 2020 2021 2022 Series 2010 Bonds $1,117,550 ------- Series 2012 Bonds $ 602,934 1,250,848 1,255,550 ----- Series 2015 Bonds $ 127,767 384,397 389,853 1,065,167 1,080,825 1,091,057 780,934 Revenue Bonds As of December 31, 2015, the District also has outstanding revenue bond indebtedness in the principal amount of $1,245,992.45 secured by the revenues of the System; such revenues do not include ad valorem taxes levied by the District. Overlapping Debt The following table sets forth the assessed value as of June 30, 2015, of all taxable property in each political subdivision having outstanding general obligation debt which overlaps the District, either in whole or in part and the total amount of general obligation indebtedness of each such political subdivision which was outstanding as of June 30, 2015: Outstanding General Obligation Debt as of June 30, 2015 County Spartanburg Assessed Value as of June 30, 2015 $18,929,834 $1,036,263,239 Municipalities Duncan Greer 248,876 1,545,000 8,134,241 104,011,520 School Districts District 1 District 6 64,570,000 13,120,000 95,441,255 244,812,500 Special Purpose Districts Spartanburg Sanitary Sewer District Westview-Fairforest Fire District 31,287,000 568,966 623,173,269 90,463,435 20 ECONOMIC CHARACTERISTICS AND DATA Population The following table shows population information for the County for the last four decades for which census figures are available: Percent Increase Population from Prior Census Year 1980 202,700 16.7% 1990 226,793 11.9 2000 253,791 11.9 2010 284,307 12.0 2014* 293,542 3.2 ______________________________ *Estimated Source: U.S. Census Bureau Per Capita Personal Income The per capita personal income for each of the last five (5) years for which information is available is shown below: Year 2009 2010 2011 2012 2013 ______________________________ County $30,972 31,190 32,273 34,024 34,482 State $33,347 33,628 34,079 35,347 35,831 United States $40,816 41,603 42,332 44,200 44,765 Source: U.S. Department of Commerce, Bureau of Economic Analysis Unemployment The average employment rates in the County, the State and the United States, for each of the last twelve months for which information is available are shown on the following page: November 2015 October 2015 September 2015 August 2015 July 2015 June 2015 May 2015 April 2015 March 2015 February 2015 January 2015 December 2014 County 4.9% 5.3 5.5 5.9 6.4 6.7 6.4 6.0 6.0 6.5 6.5 5.5 State 5.3% 5.8 5.8 6.1 6.4 6.7 6.5 6.1 6.2 6.8 6.9 6.4 __________________________ Source: South Carolina Department of Employment & Workforce, Labor Market Information 21 U.S. 4.8% 4.8 4.9 5.2 5.6 5.5 5.3 5.1 5.6 5.8 6.1 5.4 Retail Sales The State imposes a 6% sales tax on all retail sales. The following table shows the level of gross retail sales over the last five calendar years for businesses located in the County: Year 2010 2011 2012 2013 2014 ______________________________ Source: Retail Sales $ 7,835,806,620 8,747,450,950 11,683,685,428 11,198,351,528 11,009,268,837 Increase/(Decrease) Over Previous Year 3.8% 11.6 33.6 (4.1) (1.7) S. C. Department of Revenue Major Employers The top ten employers located in the County, their products/services and estimated number of employees are shown below: Product/Service Industry BMW Manufacturing Corporation Spartanburg County Schools Spartanburg Regional Medical Center State of South Carolina Spartanburg County Milliken & Company Mary Black Health System Michelin Tire Company Sealed Air BI-LO Automotive Manufacturer Seven Public School Districts Hospital State Government County Government Research & development of yarns, chemicals Hospital Radial Truck Tire Manufacturer Plastic Packaging Material Manufacturer Retail Grocery Employees 8,000 6,351 5,992 2,164 1,508 1,320 1,075 1,060 1,044 804 ________________________________ Source: Spartanburg County Comprehensive Annual Financial Report June 30, 2014 Building Permits The following table shows the number of residential and non-residential building permits issued by the County for the calendar years shown, as well as data for the current calendar year as of October 12, 2015. RESIDENTIAL Year # of Permits Cost 2010 512 $ 56,411,190 2011 506 52,954,184 2012 700 83,516,901 2013 915 129,553,495 2014 1040 176,673,160 2015* 1079 180,856,225 ______________________________ *As of October 12, 2015 Source: Spartanburg County Building Official 22 COMMERCIAL # of Permits Cost 219 $ 31,920,907 260 47,294,608 288 274,252,032 261 107,950,718 271 117,939,699 273 362,635,217 Facilities Located Within the County Education: The County is home to seven public school districts comprised of more than 44,000 students. The combined school districts consist of 44 elementary schools, 18 middle schools, 5 junior high school, 9 high schools and 4 career centers or vocational schools. Approximately seventeen fully accredited private and parochial schools also are located in the County. The school districts are independent political entities and receive no funding from County government. The South Carolina School for the Deaf and the Blind offers programs for preschool, elementary, middle and high schools, sensory multidisabled vocational and postsecondary education students in addition to a vast array of outreach services. The Charles Lea Center, a comprehensive facility for evaluation, training, education and rehabilitation of exceptional children, also assists the area schools through therapeutic programs for learning or emotional disorders. Higher Education: The University of South Carolina – Upstate had a Fall 2014 enrollment of approximately 5,500 students, and is one of the largest campuses of the University of South Carolina System. The four-year institution offers undergraduate degree programs in 11 fields of study in business administration and economics, education, humanities and sciences and nursing. Several graduate programs are also offered. Wofford College, a four-year liberal arts college with a Fall 2014 enrollment of approximately 1,608 students, and Converse College, a four-year liberal arts college for women with a Fall 2014 enrollment of approximately 1,389 undergraduate and graduate students, are also located in the County. Spartanburg Community College, a public two-year college offering associate degrees and certificates in a variety of fields, had a Fall 2014 enrollment of approximately 5,462 creditseeking students. Sherman College of Straight Chiropractic had a Fall 2014 enrollment of approximately 300 students. Spartanburg Methodist College, a fully-accredited private junior college, had a Fall 2014 enrollment of approximately 800 students and offers associate degrees in liberal arts and science and several career tracks. The Edward Via College of Osteopathic Medicine (“VCOM”) is a private, nonprofit osteopathic medical school. VCOM established this campus in 2010 and had a Fall 2014 enrollment of approximately 1,400 students. Health Care: The County is served by numerous state-of-the-art healthcare facilities. The Spartanburg Regional Health Services District, Inc. is an integrated-delivery healthcare system, comprising a variety of health services and facilities which include Spartanburg Medical Center, a 540-bed research and teaching hospital; Spartanburg Hospital for Restorative Care, a 97-bed long-term acute-care hospital with a 25-bed skilled nursing facility; Pelham Medical Center, a 48-bed, acute-care facility, including and emergency center, a medical office building, and numerous amenities and practices; Medical Group of the Carolinas, a network of physician practices; Regional HealthPlus, a network of physicians and hospitals offering a variety of services; Gibbs Cancer Center & Research Institute, which includes five locations across the Upstate; AccessHealth, a collaborative enterprise to connect uninsured individuals with community health care providers; and the Spartanburg Regional Foundation, which has reverted more than $30 million to support health and wellness to community. Mary Black Health System LLC consists of the Mary Black Memorial Hospital, Mary Black Physicians Group and Mary Black Health Network, Inc., with more than 330 doctors and allied healthcare professionals. Mary Black Memorial Hospital is a 207-bed facility with surgical suites, a Family Birthing Center, a Breast Health Center, inpatient rehabilitation and outpatient therapy, a 24-bed Emergency Department, Imaging Services, a Wound Center, Geriatric Psychiatric Services, an Intensive Care Unit, and a Sleep Center. Ernest Health, Inc. constructed a 40-bed rehabilitation hospital, the Spartanburg Rehabilitation Institute (“SRI”), which is the only freestanding acute rehabilitation hospital in the County. SRI provides comprehensive physical medicine and rehabilitation services to patients with functional deficits resulting from injury or illness. Inpatient services include acute rehabilitation, nursing care and medical management for patients suffering from stroke, spinal cord injury, brain injury, and amputation to name a few. Also within the County is the Carolina Center for Behavioral Health, a 130-bed private behavioral health system which specializes in psychiatric and chemical dependency treatment and provides inpatient, partial hospitalization and intensive outpatient programs. 23 Financial Institutions: County residents are presently served by 67 branches of all major state and local commercial banks. The top ten financial institutions as of June 30, 2015 in the County are as follows: Institution # of Branches Deposits Share 6 8 11 7 6 1 7 2 2 3 $893,145,000 748,408,000 472,137,000 471,600,000 435,043,000 231,643,000 182,247,000 172,210,000 169,319,000 147,716,000 % Market Rank 1 SunTrust Bank 2 Branch Banking and Trust Company 3 First-Citizens Bank & Trust Company 4 Wells Fargo Bank, National Association 5 Bank of America, National Association 6 Carolina Alliance Bank 7 Arthur State Bank 8 Synovus Bank 9 First South Bank 10 Capital Bank, National Association ______________________________ 19.89 16.67 10.51 10.50 9.69 5.16 4.06 3.84 3.77 3.29 Source: Federal Deposit Insurance Corporation Transportation: Air. The Greenville-Spartanburg International Airport (“GSP”), which is located approximately 20 miles from the City of Spartanburg, serves more than 1.8 million passengers per year by 5 major airlines offering 49 nonstop daily departures to 15 major cities and 18 airports across the United States. The GSP terminal building has more than 226,000 square feet and consists of two Federal Inspections Stations consisting of Customs, Immigrations and Agriculture. At 11,001 feet long, GSP can accommodate any aircraft currently in operation today. A 120,000 square-foot Federal Express facility and rental car service facilities are adjacent to GSP. In 2010, GSP announced a terminal expansion estimated to cost around $115 million in order to increase capacity and improve efficiency, which it intends to construct in in three phases. Phase I consisted of moving the rental car customer care center, updating Concourse A and B restrooms and concessions, constructing a north wing to temporarily relocate airline facilities, moving utility infrastructure, installing new baggage carousels, adding canopies over passenger loading and unloading areas, constructing a covered walkway to Garage A and B, and installing new glass on the terminal front. Phase II includes adding a new food, beverage and retail concessions area, renovating the existing ticketing lobby, creating new customer service booths, adding a landside garden, installing baggage screening equipment and facilities, consolidating security areas, and renovating Concourse A and B. Phase III includes adding administrative offices and a conference center. In addition, the County has access to general aviation services through the Spartanburg Downtown Memorial Airport which hosts business executives, government officials and tourists traveling by private aircraft and charter services. The Spartanburg Downtown Memorial Airport has nearly 80,000 operations annually and serves more than 100 local aircraft with a 5,203 foot by 100 foot runway. Bus. Spartanburg Area Regional Transit Agency (“SPARTA”) provides public transit in and around the City. The bus system has eight fixed routes which serve employment sites, education centers, medical facilities and retail areas. All SPARTA buses are handicapped accessible. Intercity bus service is provided by Greyhound Bus Lines. As the hub of a modern highway system and served by interstate highways I-85, I-26, and three U.S. highways, the County is easily accessible to major metropolitan areas by car, truck and bus. Railway and Trucking. CSX Transportation Company and Norfolk-Southern Corporation offer rail service within the County. Piggyback service is available through Norfolk-Southern Corporation. Trucking facilities in the County include 25 major common carrier terminals and over 50 freight lines. Inland Port. The South Carolina Inland Port (“SCIP”), owned and operated by the South Carolina Ports Authority, opened in October 2013 as an intermodal facility located near GSP in the County. SCIP extended the Port of Charleston’s reach by providing shippers with access to more than 95 million consumers within a one-day drive. SCIP boosts efficiency for international freight movements between the Port of Charleston and companies located across the Southeast. SCIP currently has capacity for 120,000 lifts per year. Norfolk Southern serves SCIP through its main rail line, and the facility is positioned along the Interstate 85 corridor between Charlotte and Atlanta, where Norfolk Southern operates additional rail yards. 24 Utilities: Electric power is provided by Duke Energy, which serves most of the County. Broad River Electric Cooperative, Laurens Electric Cooperative, Lockhart Power Company and the Greer Commission of Public Works also serve consumers in the County. Natural gas is supplied and distributed by Piedmont Natural Gas Company and the Greer Commission of Public Works. The Spartanburg Water System supplies water to approximately 80% of the County’s population. Other waterworks service is provided by Woodruff-Roebuck Water District, Startex-JacksonWellford-Duncan Water District, Inman-Campobello Water District and the Greer Commission of Public Works. Several not-for-profit water companies also provide water service in the County. The Spartanburg Sanitary Sewer District owns and operates several sewage treatment facilities which serve the County. The Greer Commission of Public Works and the Town of Lyman also provide sewage treatment facilities. Recreation: The County is the summer home of the Carolina Panthers National Football League. The summer training camp is held on the campus of Wofford College and was held July 31 through August 20 this year. The County oversees 26 County parks along with numerous organized team sports. One of these parks is the Tyger River Park which is a 137 acre youth baseball and softball regional sports complex which includes twelve lighted fields, a lighted championship stadium, meeting space, concession stands, multiple restrooms, a playground and an observation tower. Tourists and residents also are drawn to the Zentrum, a visitor’s center operated by BMW Manufacturing Corp. The Zentrum houses a museum, an auditorium and other special attractions and draws approximately 60,000 visitors annually. Located in the County are Cowpens National Battlefield, which is the site of a major battle of the Revolutionary War, and Walnut Grove Plantation, which is a restored estate with authentic furnishings and a number of restored outbuildings. Also located in the County is the Upward Star Center, which is a private, nonprofit sports complex owned and operated by Upward Sports. It features six full-sized basketball courts, twelve regulation indoor volleyball courts, four batting cages, a running track, a strength and conditioning area with trainers, weights and cardio machines, a speed and agility area, team rooms, players’ lounge, meeting rooms, a café, a retail shop, four lighted sand volleyball courts, two lighted artificial turf and four grass fields. Library: The Spartanburg County Library System has eleven branches and one mobile unit. The library serves over 100,000 people annually with a variety of services, including computer internet services, audio-visual materials and equipment, story hours, film programs, talking books for the disabled, government documents, tours and talks. TAX MATTERS Federal Income Tax Generally On the date of issuance of the Bonds, Haynsworth Sinkler Boyd, P.A., Greenville, South Carolina (“Bond Counsel”), will render an opinion that, assuming continuing compliance by the District with the requirements of the Internal Revenue Code of 1986, as amended ( the “Code”), and the applicable regulations promulgated thereunder (the “Regulations”) and further subject to certain considerations described in “Collateral Federal Tax Considerations” below, under existing statutes, regulations and judicial decisions, interest on the Bonds is excludable from the gross income of the registered owners thereof for federal income tax purposes. Interest on the Bonds will not be treated as an item of tax preference in calculating the alternative minimum taxable income of individuals or corporations; however, interest on the Bonds will be included in the calculation of adjusted current earnings in determining the alternative minimum tax liability of corporations. The Code contains other provisions that could result in tax consequences, upon which no opinion will be rendered by Bond Counsel, as a result of (i) ownership of the Bonds or (ii) the inclusion in certain computations of interest that is excluded from gross income. The District has designated the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3)(B) of the Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Code), a deduction is allowed for 80% of that portion of such financial institution’s interest expense allocable to interest on the Bonds. The opinion of Bond Counsel will be limited to matters relating to the authorization and validity of the Bonds and the tax-exempt status of interest on the Bonds as described herein. Bond Counsel makes no statement regarding the accuracy and completeness of this Official Statement. 25 The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Bonds for federal income tax purposes. Bond Counsel’s opinions are based upon existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service (the “IRS”) or the courts; rather, such opinions represent Bond Counsel’s professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions. The opinion of Bond Counsel described above is subject to the condition that the District comply with all requirements of the Code and the Regulations, including, without limitation, certain restrictions on the use, expenditure and investment of the gross proceeds of the Bonds and the obligation to rebate certain earnings on investments of such gross proceeds to the United States Government, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The opinion of Bond Counsel delivered on the date of issuance of the Bonds is conditioned on compliance by the District with such requirements, and Bond Counsel has not been retained to monitor compliance with the requirements subsequent to the issuance of such Bonds. Collateral Federal Tax Considerations Prospective purchasers of the Bonds should be aware that ownership of tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, life insurance companies, certain foreign corporations, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. Bond Counsel expresses no opinion concerning such collateral income tax consequences and prospective purchasers of the Bonds should consult their tax advisors as to the applicability thereof. Future legislation, if enacted into law, or clarification of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation, or otherwise prevent owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislation or clarification of the Code may also affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisers regarding any pending or proposed federal tax legislation, as to which Bond Counsel expresses no opinion. The IRS has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations is includable in gross income for federal income tax purposes. Bond Counsel cannot predict whether the IRS will commence an audit of the Bonds. Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the District or the Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. The IRS has taken the position that, under the standards of practice before the IRS, Bond Counsel must obtain a waiver of a conflict of interest to represent an issuer in an examination of tax exempt bonds for which Bond Counsel had issued an approving opinion. Under current procedures, parties other than the Issuer and their appointed counsel, including the Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the District legitimately disagrees may not be practicable. Any action of the IRS, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Bonds, and may cause the District or the Owners to incur significant expense, regardless of the ultimate outcome. Under certain circumstances, the District may be obligated to disclose the commencement of an audit under the Continuing Disclosure Undertaking. See, CONTINUING DISCLOSURE UNDERTAKING, herein. 26 [Original Issue Discount The Bonds maturing in the years ______________ have been sold at initial public offering prices which are less than the amount payable at maturity (the “Discount Bonds”). The difference between the initial public offering prices to the public (excluding bond houses and brokers) at which price a substantial amount of each maturity of the Discount Bonds is sold and the amount payable at maturity constitutes original issue discount, which will be treated as interest on such Discount Bonds and to the extent properly allocable to particular owners who acquire such Discount Bonds at the initial offering thereof, will be excludable from gross income for federal income tax purposes to the same extent as other interest on the Bonds. As discount is accrued, the purchaser’s basis in such Discount Bond is increased by a corresponding amount, resulting in a decrease in the gain (or an increase in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Discount Bond prior to its maturity. A portion of the original issue discount that accrues in each year to an owner of a Discount Bond that is a corporation will be included in the calculation of the corporation’s federal alternative minimum tax liability. Consequently, an owner of any Discount Bond that is a corporation should be aware that the accrual of original issue discount in each year may result in an alternative minimum tax liability although the owner of such Discount Bond has not received cash attributable to such original issue discount in such year. The Code contains certain provisions relating to the accrual of original issue discount in the case of subsequent purchasers of obligations such as the Discount Bonds. Owners who do not purchase Discount Bonds in the initial offering at the initial offering price at which a substantial amount of such Discount Bonds were sold should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds. Owners who may acquire Bonds that are Discount Bonds should consult their tax advisors with respect to the determination for federal income tax purposes of the amount of original issue discount or interest properly accruable with respect to such Bonds, other tax consequences of owning Discount Bonds and the state and local tax consequences of owning Discount Bonds.] [Original Issue Premium The Bonds maturing in the years __________ have been sold at an initial public offering price which is greater than the amount payable at maturity (the “Premium Bonds”). An amount equal to the excess of the purchase price of the Premium Bonds over their stated redemption prices at maturity constitutes premium on such Bonds. A purchaser of a Premium Bond must amortize any premium over such Bond’s term using constant yield principles, based on the purchaser’s yield to maturity. As premium is amortized, the purchaser’s basis in such Premium Bond is reduced by a corresponding amount, resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser’s basis is reduced, no federal income tax deduction is allowed. Purchasers of any Bonds at a premium, whether at the time of initial issuance or subsequent thereto, should consult with their own tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning such Bonds.] State Tax Exemption Bond Counsel is of the further opinion that the Bonds and the interest thereon are exempt from all taxation by the State, its counties, municipalities and school districts except estate, transfer or certain franchise taxes. Interest paid on the Bonds is currently subject to the tax imposed on banks by Section 12-11-20, Code of Laws of South Carolina 1976, as amended, which is enforced by the South Carolina Department of Revenue as a franchise tax. The opinion of Bond Counsel is limited to the laws of the State and federal tax laws. No opinion is rendered by Bond Counsel concerning the taxation of the Bonds or the interest thereon under the laws of any other jurisdiction. CERTAIN LEGAL MATTERS Opinions The issuance of the Bonds is subject to the favorable opinion of Bond Counsel as to the validity of the issuance of the Bonds under the State Constitution and laws of the State and as to the exemption thereof from federal income 27 and State taxation. The form of Bond Counsel’s opinion appears as Appendix B to this Preliminary Official Statement. Bond Counsel has assisted the District by compiling certain information supplied to it by the District and others and included in this Preliminary Official Statement, but said firm has not made an independent investigation or verification of the accuracy, completeness or fairness of such information. The opinion of Bond Counsel will be limited solely to the legality and enforceability of the Bonds, and no opinion will be given with respect to this Preliminary Official Statement. Litigation There is no litigation presently pending or threatened challenging the validity of any general obligation debt issued or proposed to be issued by the District. United States Bankruptcy Code The undertakings of the District should be considered with reference to Chapter 9 of the Bankruptcy Code, 11 U.S.C. 901, et seq., as amended, and other laws affecting creditors’ rights and municipalities generally. Chapter 9 permits a municipality, political subdivision, public agency, or other instrumentality of a state that is insolvent or unable to meet its debts as such debts mature to file a petition in the United States Bankruptcy Court for the purpose of effecting a plan to adjust its debts; directs such a petitioner to file with the court a list of its creditors; provides that the filing of the petition under that Chapter operates as a stay of the commencement or continuation of any judicial or other proceeding against the petitioner; directs a petitioner to file a plan for the adjustment of its debts; permits the petitioner in its plan to modify the rights to payment of its creditors; and provides that the plan must be accepted in writing by or on behalf of creditors of each impaired class of claims holding at least two-thirds in amount and more than one-half in number of the creditors which have accepted or rejected the plan. The plan may be confirmed notwithstanding the negative vote of one or more classes of claims if the court finds that the plan is in the best interest of creditors, is feasible, and is fair and equitable with respect to the dissenting classes of creditors. A petitioner has the right to reinstate indebtedness under its plan according to the original maturity schedule of such indebtedness notwithstanding any provision in the documents under which the indebtedness arose relating to the insolvency or financial condition of the debtor before the confirmation of the plan, the commencement of a case under the Bankruptcy Code, or the appointment of or taking possession by a trustee in a case under the Bankruptcy Code or by a receiver or other custodian prior to the commencement of a case under the Bankruptcy Code. Closing Certifications The District will furnish, without cost to the successful bidder for the Bonds, certifications by appropriate officials that this Preliminary Official Statement as of its date and as of the date of delivery of the Bonds, does not contain an untrue statement of a material fact and does not omit to state a material fact which should be included therein for the purpose for which the Preliminary Official Statement is intended to be used or which is necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. Appropriate certification will be given by District officials to establish that the Bonds are not “arbitrage bonds” within the meaning of Section 148 of the Code, and applicable regulations thereunder in effect on the occasion of the delivery of the Bonds. CONTINUING DISCLOSURE In accordance with Section 11-1-85 of the Code of Laws of South Carolina 1976, as amended, the District has covenanted in the Resolution that it will file or cause to be filed with a central repository for availability in the secondary bond market when requested (1) an annual independent audit, within thirty days of the District’s receipt of the audit; and (2) event specific information, within thirty days of an event adversely affecting more than five percent of the District’s revenue or tax base. The only remedy for failure by the District to comply with this covenant shall be an action for specific performance. Moreover, the District specifically reserves the right to amend the covenant to reflect any change in (or repeal of) Section 11-1-85 without the consent of any bondholder. In accordance with Securities and Exchange Commission Rule 15c2-12(b)(5) (“Rule 15c2-12” or the “Rule”), the District will execute and deliver prior to closing a Continuing Disclosure Undertaking. The form of the Continuing 28 Disclosure Undertaking appears as Appendix C to this Official Statement. Currently such disclosure is filed by the District with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (“EMMA”) system. In order to meet its annual financial information reporting requirements for its $7,500,000 original principal amount General Obligation Bonds, Series 2010 (the “Series 2010 Bonds”) which are subject to the Rule, the District files its financial statements and budget. With respect to compliance with its previous continuing disclosure undertaking for the Series 2010 Bonds, the District notes as follows: Timeliness of Annual Reports. The District’s filing deadline with respect to annual reports for the Series 2010 Bonds is January 31 (which is six months after the close of its fiscal year at July 31) (the “Annual Report Filing Date”). The District’s financial statements were filed late for the fiscal year ended July 31, 2011, such filing being done in October 2012. The District’s budget was filed late for each of the fiscal year ended July 31, 2012, such filing being done in October 2012. The District’s staff has undertaken and implemented procedures, which it believes will better ensure timely and complete annual report and event notice filings in the future. RATINGS Applications have been made to Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”) for rating of the Bonds. The Bonds received ratings of “Aa3” by Moody’s and “AA-” by S&P with a stable outlook. Such ratings reflect only the views of the Rating Agencies, and an explanation of the significance of such ratings may be obtained from the Rating Agencies. The District has furnished to the Rating Agencies certain information and materials respecting the District and the Bonds. Generally, the Rating Agencies base their ratings on such information and materials and on investigations, studies and assumptions furnished to and obtained and made by them. There is no assurance that such ratings will remain unchanged for any period of time or that they may not be lowered or withdrawn entirely by the Rating Agencies, if in their judgment circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. UNDERWRITING The Bonds have been purchased at a competitive sale from the District for resale by ____________ (the “Purchaser”). The Purchaser has agreed, subject to certain conditions, to purchase the Bonds at a price of not less than par. The initial public offering prices shown on the cover of this Official Statement may be changed from time to time by the Purchaser. The Purchaser may also allow a concession from the public offering prices to certain dealers. If all of the Bonds are sold at the public offering yield or price as set forth on the cover page of this Official Statement, the Purchaser anticipates total selling compensation of $___________. The Purchaser has received no fee from the District for underwriting the Bonds. INDEPENDENT REGISTERED MUNICIPAL ADVISOR Southern Municipal Advisors, Inc. serves as the Independent Registered Municipal Advisor to the District. The Independent Registered Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Preliminary Official Statement. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other securities. REGISTRAR & PAYING AGENT The County Treasurer will be the initial Registrar and Paying Agent with respect to the Bonds. CERTIFICATION All quotations from and summaries and explanations of provisions of laws of the State herein do not purport to be complete and are qualified in their entirety by reference to the official compilations thereof. All references to the Bonds and the determinations of the District relating thereto are qualified in their entirety by reference to the 29 definitive forms of the Bonds and the authorizing resolutions and to such determinations. All such summaries, explanations and references are further qualified in their entirety by reference to the exercise of sovereign police powers of the State and the constitutional powers of the United States of America, and to valid bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors. Certain information set forth in this Preliminary Official Statement and in the appendices hereto has been obtained from sources other than the District that are believed to be reliable, but such information is not guaranteed as to accuracy or completeness by the District. The information and expressions of opinion in this Preliminary Official Statement are subject to change, and neither the delivery of this Preliminary Official Statement nor any sale made under such document shall create any implication that there has been no change in the affairs of the District. MISCELLANEOUS Any statements in this Preliminary Official Statement involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact. Reference herein to the State Constitution and legislative enactments are only brief outlines of certain provisions thereof and do not purport to summarize or describe all provisions thereof. It is hoped that the above information will be of assistance. If there are further inquiries or requests for additional copies of this Preliminary Official Statement, please address them to the County’s Independent Registered Municipal Advisor, Southern Municipal Advisors, Inc., Telephone (864) 269-5196 or the County’s Bond Counsel, Bradford L. Love, Esq., Haynsworth Sinkler Boyd, P.A., Telephone (864) 240 3388. The delivery of this Official Statement and its use in connection with the sale of the Bonds have been duly authorized by the District. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA ___________________________________________ Chairman, Startex-Jackson-Wellford-Duncan Water Commission 30 APPENDIX A AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JULY 31, 2014 [THIS PAGE INTENTIONALLY LEFT BLANK] STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES YEARS ENDED JULY 31, 2014 AND 2013 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT TABLE OF CONTENTS EXHIBIT PAGE INDEPENDENT AUDITOR'S REPORT 1-3 REQUIRED SUPPLEMENTARY INFORMATION Management's Discussion and Analysis 4-8 BASIC FINANCIAL STATEMENTS Statements of Net Position Statements of Revenues, Expenses and Changes in Net Position Statements of Cash Flows Notes to Financial Statements A 9-10 c B 11 12-13 14-34 REQUIRED SUPPLEMENTARY INFORMATION Schedule of Funding Progress For Retiree Health Plan SCHEDULE 1 PAGE 35 SUPPLEMENTARY INFORMATION Schedules of Direct Operating Expenses Schedules of General and Administrative Expenses Schedules of Nonoperating Revenues and Expenses Principal and Interest Fund Receipts and Disbursements Schedule of Property Tax Information Commissioners, Senior Management Staff, and Other Information SCHEDULE 2 3 4 5 6 7 PAGE 36 37 38 39 40-41 42 INDEPENDENT AUDITOR'S REPORT ON OTHER MATTERS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed In Accordance With Government Auditing Standards PAGE 43-44 -llTI -llTI HOLCOMBE HOLTZCLAW RAVAN LLC lllJ - lllJ - CERTIFIED PUBLIC ACCOUNTANTS &ADVISORS INDEPENDENT AUDITOR'S REPORT Commissioners and Management Startex-Jackson-Wellford-Duncan Water District Lyman, South Carolina Report on the Financial Statements We have audited the accompanying financial statements of Startex-Jackson-Wellford-Duncan Water District (the "District") as of and for the years ended July 31, 2014 and 2013, and the related notes to the financial statements, which collectively comprise the Districts' basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of finaneial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Members of the American Institute of Certified Public Accountants Members of the South Carolina Association of Certified Public Accountants - 1- Auditor's Responsibility (continued) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Startex-Jackson-Wellford-Duncan Water District as of July 31, 2014 and 2013, and the respective changes in financial position and the cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1, the District implemented Governmental Accounting Standards Board (GASB) Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information: Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 4 through 8 and the Schedule of Funding Progress For Retiree Health Plan on page 35 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information: Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary data on pages 36-42 is presented for purposes of additional analysis and is not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. -2- Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 25, 2014, on our consideration of Startex-Jackson-Wellford-Duncan Water District's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the District's internal control over financial reporting and compliance. Spartanburg, South Carolina November 25, 2014 -3- Management's Discussion and Analysis The following discussion and analysis is offered by the Commission of the Startex-Jackson-Wellford-Duncan Water District (the District) as a narrative overview of its financial activities for the fiscal year ended July 31, 2014 as compared to the prior fiscal year. This information is intended to be considered in conjunction with the audited financial statements and related notes following this section. Dollar amounts in the condensed financial information contained in this section are rounded up to the nearest fraction of a million; percentages are expressed using actual amounts prior to rounding. Fiscal Year 2014 Financial Highlights Net Position rose to $61. 7 million, an increase of $1.2 million (2. 0%) over the prior year as a result of current year operations. The District continues to maintain strong cash reserves. At July 31, 2014, unrestricted cash and investments provide for over 417 days of operating expenses. Increases in tap fee income, system improvement fee income, and water line extensions donated by developers point to a growing customer base. Plans for 10 subdivisions were submitted for approval during the past year. The District entered into a wholesale agreement to sell water to the Woodruff Roebuck Water District (WRWD) to help WRWD meet the future demands of a major industrial customer. The District has made significant improvements to the existing infrastructure in the area in advance of the increased demand. The District is required to maintain a debt service coverage ratio of 110% for its Revenue Bonds. The actual debt service coverage was 13 8%. Overview of the Annual Financial Report The District has prepared and is responsible for the financial statements and related information included in this report. Such information has been subjected to the District's system of internal control and audited by independent external auditors. The following management's discussion and analysis (MD&A) serves as an introduction to the financial statements. The MD&A represents management's examination and analysis of the District's financial condition and performance and should be read in conjunction with the independent auditor's report, the basic financial statements, and supplemental information. Summary financial statement data, key financial and operational indicators, budgets, bond resolutions, and other management tools were used for this analysis. The Statements of Net Position (formerly titled Balance Sheets) present the fmancial position of the District on a full accrual, historical basis as of July 31. The statements present information on all of the District's assets and liabilities, with the difference reported as net position. The statements may serve as a useful indicator of the District's financial condition, capital structure and liquidity, and future fmancial viability. The Statements of Revenues, Expenses and Changes in Net Position present the business activity and results of operations for the fiscal year. The statements measure the success of the District's operations and can be used to evaluate the profitability and credit worthiness of the District. The Statements of Cash Flows present the changes in cash and cash equivalents, resulting from operational, capital financing, and investing activities. The statements provide information as to the sources and uses of cash, where the cash was derived from and what the cash was used for, and the overall change in the cash balance during the fiscal year. -4- Notes to the Financial Statement provide required disclosures and other information that is essential to a full understanding of data provided in the statements. The notes present information about the District's accounting policies, significant account balances and activities, material risks, obligations, commitments, contingencies, and subsequent events, if any. Supplementary information includes detail schedules of operations and other required supplementary information useful to the understanding of the financial statements as a whole. Summarized Financial Information The following information provides a summary of the financial activities of the District for the fiscal years of2014 and 2013 (rounded to millions; change% is actual): Condensed Statements of Net Position Current assets Cap ital assets Other noncurrent assets Total assets Current liabilities (unrestricted) Current liabilities (restricted) N oncurrent liabilities Total liabilities Net position: Invested in capital assets (net) Unrestricted Restricted Total net position Total liabilities and net position 2014 9.0 $ 57.0 6.2 72.2 $ 2013 $ 8.2 57.1 7.9 $ 73.2 Change % 9.1% -0.2% -20.8% -1.4% $ 1.9 2.2 6.4 10.5 $ 1.9 2.1 8.7 12.7 -1.1% 2.1% -26.3% -17.3% $ 48.5 8.1 5.1 61.7 $ 46.2 9.2 5.1 60.5 4.9% -11.6% -0.1% 2.0% $ 72.2 $ 73.2 -1.4% Total assets of the District decreased 1.4% to $72.2 million. This is a result of assets generated by the increase in net position for the current year offset by cash used to reduce bonded indebtedness (See Investment in Capital Assets and Debt Administration). Total liabilities decreased 17.3% to $10.5 million primarily due to bond principal payments made in excess of bond proceeds received. Total net position increased 2% or $1.2 million as a result of net income and capital contributions. -5- Condensed Statements of Revenues 2 Exuensesi and Changes in Net Position 2014 Operating Revenues: Water Sales Miscellaneous operating revenues Total Operating Revenues 2013 Change % 7.4 1.0 8.4 -0.5% 3.9% 0.0% 2.1 5.6 1.9 9.6 (1.2) 2.0 5.5 1.6 9.1 (0.7) 3.1% 2.3% 14.2% 5.2% -64.8% Non operating Revenues (including property taxes) Non operating Exp ens es Net Nonoperatingincome 2.4 0.2 2.2 2.2 0.4 1.8 9.7% -49.4% 19.2% Net Income Cap ital Contributions 1.0 0.2 1.1 0.3 -11.1% -23.4% 1.2 60.5 61.7 1.4 59.1 60.5 -13.7% 2.4% 2.0% $ Operating Expenses: Direct operating exp ens es General and administrative exp ens es Depreciation Expense Total Operating Expenses Net OperatingLoss Increase in Net Position Net Position, beginning of year Net Position, end of year $ 7.4 1.0 8.4 $ $ The District derives 64% of its operating revenues from residential water sales. Average residential water usage in fiscal year 2014 remained relatively unchanged compared to 2013. Miscellaneous operating revenues include tap revenue and contract billing income from sewer providers. These items increased slightly in 2013. Direct operating expenses increased 3 .1 % primarily because of the amount spent on materials in 2014 as compared to 2013. The District set 411 new taps, 19% more than in 2013. The District also increased expenditures to replace transponders, the device that sits on top of a meter so the meter can be read electronically. These new transponders will allow the District to migrate to a fixed network system in the future which will make it possible to read meters within a certain range of an antenna, requiring less driving time (see Economic Outlook for the District). General and administrative expenses increased with the increase in personnel costs, which include wages, taxes, health insurance, and retirement. Retirement expense increased as the District purchased service credits with the South Carolina Retirement System for three long-term employees in a move to reduce future employment costs. These positions were removed from the District's long range staffing plan. Depreciation expense increased as a full year of depreciation was recorded for the new membrane treatment plant that was placed in service in fiscal year 2013. Net non-operating income increased as net investment income increased and interest expense decreased. The rate of decline in the market value of investments owned by the District decreased in 2014 in response to changes in interest rates and market conditions. In accordance with the District's investment policy, the District intends to hold these investments to maturity. Interest expense on the District's debt portfolio decreased as the outstanding principal balance decreased. -6- Investment in Capital Assets and Debt Administration The District's investment in capital assets is presented in conjunction with its debt administration because the District issues debt solely to fund a portion of its capital improvement projects (CIP) plan. Investment in capital assets and debt administration is presented as follows (rounded to millions; change % is actual): Land Buildings Distribution System Reservoirs Vehicles Equipment and Furnishings Filter Plants Construction in Progress Total Capital Assets Less: Accumulated Depreciation Net Capital Assets 2014 1.0 $ 2.0 38.l 9.6 0.7 1.8 24.1 1.1 $ 78.4 (21.4) 57.0 2013 $ 0.9 1.9 37.2 9.5 0.8 1.9 24.1 0.6 76.9 (19.8) 57.1 $ Change % 15.1% 4.6% 2.5% 1.0% -3.3% -6.5% 0.1% 101.8% 2.0% 8.1% -0.2% Net capital assets decreased slightly during fiscal year 2014 as current year depreciation expense of $1,869,324 exceeded net fixed asset additions. Net fixed asset additions for 2014 included the following expenditures: • • • • • A water line extension to tie in with the Woodruff Roebuck Water District (WRWD) along SC Highway 290 to allow WRWD to provide service to a major industrial customer; A pilot study of a fixed network metering system (approximately 400 meters) that will allow the District to read meters from a fixed antenna mounted on a water tank (see Economic Outlook for the District); Completion of a project partially funded by a grant from the SC State Revolving Fund for the Startex area; Commencement of a $5,900,000 project to construct a new raw water pump station and intake structure on the Middle Tyger River; and A new SCADA system. Capital asset expenditures were made in accordance with the District's 5-year capital improvements plan, and the District's engineering master plan. The engineering master plan, updated in fiscal year 2008, analyzed the District's current condition, considered future projections, and presented recommendations for improvements. The District expects to update its engineering master plan in fiscal year 2015. The District funds its CIP plan with capital reserves and bonded indebtedness. At July 31, 2014, the total outstanding indebtedness consisted of revenue bonds to be repaid from the net revenues of the District and general obligation bonds to be repaid from property taxes collected by Spartanburg County on behalf of the District. The outstanding indebtedness by issue date is as follows (rounded millions): Issue Date 2014 General Obligation 2012 General Obligation 2010 General Obligation 2011 Revenue Bond 2010 Revenue Bond Total indebtedness 2014 $ 0.4 3.6 2.2 1.5 0.6 $ 8.3 2013 $ 3.8 4.0 1.8 1.2 $ 10.8 Change $ 0.4 (0.2) (1.8) (0.3) (0.6) $ (2.5) In 2015, the District will make principal and interest payments of $929,817 to service revenue bond indebtedness and $2,146,016 to service general obligation bond indebtedness. In July 2014, the District issued a general obligation bond in the amount $420,000 at 0.77% interest in a private bank placement to be retired in April 2015. The proceeds will be used to secure a future tank site. -7- Economic Outlook for the District The number of new customers grew by 2.4% during fiscal year 2013. The District projects continued modest customer growth in fiscal year 2014. Average annual residential water usage stabilized after 2 years of decline. The District does not expect this average to increase in the new budget year. The budgeted operating revenue for the fiscal year ending July 31, 2015 is $8,187,000; budgeted operating expense, excluding depreciation, is $6,824,000. With the adoption of the budget, the District plans to exceed its debt service ratio of 110%, increase cash reserves for future health care costs, and increase cash reserves for future capital projects. Ad valorem property taxes in the amount of 12.0 mils will be levied in fiscal year 2015 for general obligation bond debt service, which is within the historical average of 11.0 mils to 13.0 mils. The District's operating budget contains no rate increase for its customers. However, management will continue to review the current rate structure for its commercial and industrial customers, especially those who have separate irrigation meters. In addition, management will continue to evaluate the possibility of annexing customers situated outside of the District's taxing authority, eliminating dual rate structures as much as possible. Through the shifting of duties, training, and the effective use of technology, the District plans to operate with the same or fewer full-time employees over the next 5-7 years. The District is currently pilot testing Automated Metering Infrastructure (AMI). This technology will allow the District to read meters from a fixed antenna mounted on a water tank. Initial test results have been very favorable and have exceeded the range originally expected. Over the next 3-5 years, the District expects to have the necessary infrastructure in place to cover a significant portion of its service area. This will help reduce the future operating costs for meter reading. In September 2014, the District was awarded a matching $2,000,000 grant from the Economic Development Administration to expand the capacity of its new membrane treatment facility, increasing its membrane capacity to 8,000,000 gallons per day. The award was precipitated by the District's agreement to provide wholesale water supply to the Woodruff Roebuck Water District to meet the demands of a major industrial customer. When the membrane treatment facility was originally constructed in 2012, the project included the necessary design and infrastructure to accomplish the increased capacity with only the additional cost of equipment and installation. The District will continue to utilize its current conventional water treatment facility. Other significant improvements and maintenance projects at the conventional treatment plant will occur as planned once the membrane plant expansion is complete. The District continues to maintain an excellent bond rating from Standard and Poor's (AA-) and Moody's (Aa3). In July 2014, the District issued a $420,000 general obligation bond to purchase property for a future tank site on SC Highway 290 in Duncan. This bond will be retired in April 2015. In January 2015, the District will issue a $4,580,000 general obligation bond to finish the Middle Tyger raw water pump station and intake, provide the District's matching portion of the funding for the membrane plant expansion, and complete the engineering master plan update. This bond, which will be retired in 2020, is wrapped around the existing outstanding general obligation bonds so that the District can stay within its established debt limit and maintain its current low millage rate. In April 2015, the District will make the last payment on the 2010 revenue bond that was originally executed in April 2000 and later refinanced in April 2010 at a lower interest rate. The District has no plans to issue new revenue bonds in the future. Funds dedicated to the retirement of this revenue bond will be allocated to the Capital Reserve Fund after April 2015. Requests for Information Questions concerning any of the information contained in this report should be directed to Mike Caston, Chief Executive Officer, SJWD Water District, P.O. Box 607, Lyman, SC 29365. - 8- Exhibit A STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT STATEMENTS OF NET POSITION JULY 31, 2014 AND 2013 ASSETS 2014 CURRENT ASSETS Cash-undesignated Cash-unexpended bond proceeds - restricted Cash-designated Funds held by fiscal agents-cash equivalents - restricted Other designated investments-cash equivalents Funds held by Spartanburg County Treasurer Accounts receivable customers, net of an allowance for doubtful accounts of $145,000 and $186,000 Inventories Accrued interest receivable Other current assets $ NONCURRENTASSETS Other designated funds: Certificates .of deposit Investments Capital assets-net of accumulated depreciation TOTAL ASSETS $ 526,276 3,514,310 1, 136,977 $ 431,423 4,011,122 1,005,469 1, 102,055 701,505 441,995 1,031,976 160,965 22, 174 900,956 501,312 52,003 92, 129 8,969,518 854,547 600,509 57,827 42,148 8,218, 160 550,295 5,667,877 57,022,361 63,240,533 547,945 7,306,297 57, 128,096 64,982,338 72,210,051 See accompanying notes to financial statements. -9- 2013 $ 73,200,498 Exhibit A (Continued) STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT STATEMENTS OF NET POSITION JULY31, 2014AND2013 LIABILITIES AND NET POSITION 2014 CURRENT LIABILITIES (PAYABLE FROM OPERATING FUND) Current portion of revenue bonds payable Accounts payable Accrued salaries and wages Accrued compensated absences-current portion Accrued interest expense-revenue bonds State retirement payable Customer meter and tap deposits Other accrued expenses Sewer collections payable to others CURRENT LIABILITIES (PAYABLE FROM RESTRICTED ASSETS) Current portion of general obligation bonds Accounts payable-construction Accrued interest expense-general obligation bonds NONCURRENT LABILITIES General obligation bonds Revenue bonds Compensated absences Accrued post-employment benefits TOTAL LIABILITIES NET POSITION Invested in capital assets (Net of related debt) Restricted for: Capital projects Debt service Unrestricted TOTAL NET POSITION TOTAL LIABILITIES AND NET POSITION $ 868,732 200,980 104,761 88,273 9,702 44, 171 207,195 102,697 266,943 1,893,454 $ 826,702 204,584 110,502 86,958 15,761 40,264 218,179 122,611 269,656 1,895,217 2,057,082 70,927 41,081 2,169,090 2,060, 114 6,455 57,267 2, 123,836 4, 117,306 1,306,798 15, 124 959,500 6,398,728 5,754,388 2, 175,530 15,009 733,000 8,677,927 10,461,272 12,696,980 48,550,734 46,231,879 3,934,310 1, 124,050 8, 139,685 4,011,122 1,054, 150 9,206,367 61,748,779 60,503,518 $ 72,210,051 $ 73,200,498 See accompanying notes to financial statements. - 10 - 2013 Exhibit B STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN NET POSITION YEARS ENDED JULY 31, 2014 AND 2013 2014 OPERATING REVENUES Water Sales Metered rates Flat rates $ Miscellaneous operating revenues Tap and meter revenues Customer service charges Reconnect and late payment charges Sewer billing charges Other TOTAL OPERATING REVENUES OPERATING EXPENSES Direct operating expenses (page 36) General and administrative expenses (page 37) Depreciation TOTAL OPERATING EXPENSES NET OPERATING LOSS 7,042,418 349,860 7,392,278 INCOME BEFORE CAPITAL CONTRIBUTIONS CONTRIBUTED CAPITAL CHANGE IN NET POSITION NET POSITION, BEGINNING OF YEAR NET POSITION, END OF YEAR 8,402,740 8,380,554 2,087,433 5,602,593 1,869,324 2,024,742 5,447,922 1,637, 168 9,559,350 9,109,832 (65,605) (729,278) 2,140,649 (312,885) 1,021,958 1,098,486 223,303 291,704 1,245,261 1,390, 190 60,503,518 59, 113,328 $ 61,748,779 $ 60,503,518 See accompanying notes to financial statements. - 11 - 7,078,217 349,566 7,427,783 201,700 55,887 453,103 216,313 25,768 2,244, 173 NONOPERATING REVENUES AND EXPENSES, NET (PAGE 38) $ 237,775 59,450 452,276 238,317 22,644 (1, 156,610) PROPERTY TAX REVENUE 2013 Exhibit C STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2014AND 2013 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers Payments to suppliers Payments to employees NET CASH PROVIDED BY OPERATING ACTIVITIES $ (1,572,507) 2,244,352 96,692 (2,040,000) (826,702) 4,080,000 (2,696,662) 2, 145, 150 228,753 (1,995,000) (784,879) (152,702) (86,433) (212,619) (108,415) (2,385) 1, 125 (2,261,111) NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR $ 8,357,284 (4,743,368) {2,528,423} 1,085,493 36,889 39,300 CASH FLOWS FROM INVESTING ACTIVITIES: Interest and dividends Investment fees Sale of investments Purchase of investments NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 655,068 232,400 (8,310) 2,066,197 (593,412} 242,241 (15,644) 2,612,368 {4,287,655} 1,696,875 {1,448,690) 340, 168 291,871 6,640,955 6,349,084 6,981, 123 See accompanying notes to financial statements. - 12 - $ 904,404 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from general obligation bond Acquisition and construction of capital assets Property tax collections Contributed capital Principal paid on general obligation bonds Principal paid on revenue bonds General obligation bond interest, paying agent's fees and legal fees Revenue bond interest, paying agent's fees and legal fees Other nonoperating expenses in excess of nonoperating revenues Sale of assets NET CASH PROVIDED BY (USED FOR) CAPITAL AND RELATED FINANCING ACTIVITIES CASH AND CASH EQUIVALENTS AT END OF YEAR 8,344,994 (4,835,255) {2,605,335} 2013 $ 6,640,955 Exhibit C (Continued) STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2014 AND 2013 RECONCILIATION OF NET OPERATING LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: 2014 $ NET OPERATING LOSS (1,156,610) 2013 $ (729,278) ADJUSTMENTS TO RECONCILE NET OPERATING LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: NON-CASH EXPENSES Depreciation Provision for doubtful accounts (INCREASE) DECREASE IN CURRENT ASSETS Accounts receivable Inventories Other current assets INCREASE (DECREASE) IN CURRENT LIABILITIES Accounts payable Accrued wages Accrued compensated absences State retirement payable Meter and tap deposits Accrued post employment benefits Other accrued expenses NET CASH PROVIDED BY OPERATING ACTIVITIES 1,869,324 (41,000) 1,637, 168 9,000 (5,409) 99, 198 (49,981) (32,270) 4,043 (5,154) (6,316) (5,741) 1,430 3,908 (10,984) 226,500 (19,915) (79,286) 14,760 (3,462) 1,405 3,275 177,700 87,592 $ 904,404 $ Change in fair value of investments $ (163,285) $ (237,114) Contributed Capital Assets $ 126,611 $ 62,951 Amortization of Bond Premium $ 20, 114 $ 27,970 Bond proceeds held by Spartanburg County $ 420,000 $ 1,085,493 SUPPLEMENTAL NONCASH DISCLOSURE: See accompanying notes to financial statements. - 13 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Entity The Startex-Jackson-Wellford-Duncan Water District ("The District") is a special purpose district created in the year 1956 by the General Assembly of the State of South Carolina. The District was established for the purpose of building, constructing, operating and maintaining water lines and water mains throughout the District. The District is governed by a five member commission appointed by the Governor upon recommendation of the legislative delegation of Spartanburg County. The commissioners serve six year terms. Basis of Accounting The Startex-Jackson-Wellford-Duncan Water District operates as an enterprise fund. Enterprise funds are used to account for operations which are financed and operated in a manner similar to private business enterprises-where the intent of the governing body is that the cost (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges. The basis of accounting employed is the accrual method whereby revenues are recognized when earned and expenses are recognized when they are incurred. Adopted GASB Statements GASB Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position (GASBS No. 63) - For the year ended July 31, 2014, the District implemented GASB Statement No. 63. This standard establishes a new statement of net position format that reports separately all assets, deferred outflows of resources, liabilities, deferred inflows of resources, and net position (which is the residual amount of the other elements). This Statement requires deferred outflows of resources and deferred inflows of resources to be reported separately from assets and liabilities. In addition, the terminology used in the financial statements changed from "Net Assets" to "Net Position", including changing the name of the financial statement from "Statement of Net Assets" to "Statement of Net Position". GASB Statement No. 65, Items Previously Reported as Assets and Liabilities (GASBS No. 65) For the year ended July 31, 2013, the District early implemented GASB Statement No. 65. This standard amends or supersedes the accounting and financial reporting guidance for certain items previously required to be reported as assets or liabilities. The objective is to either properly classify certain items that were previously reported as assets and liabilities as deferred outflows of resources or deferred inflows of resources or recognize certain items that were previously reported as assets and liabilities as outflows of resources (expenses) or inflows of resources (revenues). Under GASBS No. 65, bond issuance costs will now be expensed when incurred, instead of being amortized over the term of the bond. As such, the implementation of GASBS No. 65 resulted in a reduction of beginning net position at August 1, 2013 of $161, 153. - 14 - STARTEX-JACKSON·WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Adopted GASB Statements (continued) In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period and so will not be recognized as an expense or expenditure until then. In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period and will not be recognized as revenue until then. The District did not have any items that met either of these criteria. Pending GASB Statements The following GASS statement has been issued but not adopted by the District as of July 31, 2014: GASB Statement No. 68, Accounting and Financial Reporting for Pensions - GASS Statement No. 68 is effective for financial statements for periods beginning after June 15, 2014. The statement replaces GASS Statement No. 27, Accounting for Pensions by State and Local Government Employers and GASS Statement No. 50, Pension Disclosures as they related to governments that provide pension through pension plans administered as trusts or similar arrangements that meet certain criteria. GASS Statement No. 68 requires governments providing defined benefit pensions to recognize their long-term obligations for pension benefits as a liability for the first time, and to more comprehensively and comparably measure the annual cost of pension benefits. Government employers participating in a cost-sharing plan will also be required to report a net pension liability, pension expense, and pension-related assets and liabilities based on their proportionate share of the collective amounts for all governments in the plan. All governments participating in the defined benefit pension plan would also have the following in their note disclosures: 1. Description of the plan and benefits provided 2. Significant assumptions employed in the measurement of the net pension liability 3. Description of the benefit changes and changes in assumptions 4. Assumptions related to the discount rate and impact of the total pension liability of a 1 percentage point increase and decrease in the discount rate 5. Net pension assets and liabilities The District is currently evaluating the effects of this statement on its financial statements. Accounting Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. - 15 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenues and Expenses Operating revenues and expenses consist of those revenues and expenses that result from the ongoing principal operations of the District. Operating revenues consist primarily of charges for services. Non-operating revenues and expenses consist of those revenues and expenses that are related to financing and investing types of activities and result from nonexchange transactions and ancillary activities. Cash and Cash Equivalents For purposes of reporting cash flows, all highly liquid investments (including restricted assets) with a maturity of three months or less are considered to be cash equivalents. Receivables and Allowance for Doubtful Accounts Accounts receivable are stated net of their allowance for uncollectible accounts. Unbilled revenue, in the amount of $494,000 and $477,000 at July 31, 2014 and 2013, respectively, are included in the Accounts Receivable Customers. Inventories Inventories are valued at cost, using the average cost method. Inventories consist of expendable materials and supplies held for consumption and materials to be used to expand or improve the distribution system. Investments In accordance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, the District reports all equity and debt securities at fair value in the Statements of Net Positions and all changes in fair value as income or loss in the Statements of Revenues, Expenses, and Changes in Net Positions. Such fair values are based on quoted market prices. Contributed Capital The District periodically receives donations of distribution systems, principally water lines, from developers as well as contributions from individual residents for the construction of certain water lines. The System accounts for these contributions under GASB Statement No. 33, Accounting This statement requires that and Financial Reporting for Nonexchange Transactions. contributions be reported in the Statements of Revenues, Expenses, and Changes in Net Positions. Income Taxes The District is recognized as a public utility for federal income tax purposes. Income is excluded from federal income taxes under Code Section 115 of the Internal Revenue Code. - 16 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Capital Assets Capital assets purchased or constructed by the District are carried at cost. Donated assets are recorded at estimated fair market value on the date donated. Capital assets are defined as assets with an initial individual cost of more than $1,500 and an estimated useful life of more than one year. Depreciation is provided by the straight-line method over the estimated useful lives of the respective assets. In general, estimated useful lives range as follows: Distribution system Reservoirs Vehicles Office equipment and furnishings Heavy equipment Maintenance equipment Buildings and related improvements Laboratory equipment Lyman filter plant Lyman filter plant-membrane system 10-66 2/3 10-100 5 5-10 5 5 5-40 5 5-25 5-50 Years Years Years Years Years Years Years Years Years Years The District records impairment losses, if any, on long lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by these assets are less than the carrying amounts of these assets. Capitalized Interest Interest costs, less related interest income, are capitalized into construction in progress during an extended period of construction. As of July 31, 2014 and 2013, the District did not record any capitalized interest. Interest incurred and charged to expense totaled $179,918 and $218,208 for the years ended July 31, 2014 and 2013, respectively. Accrued Compensated Absences The District provides eligible employees annual leave based on the number of years of service. When an employee separates from employment, he/she is compensated for any unused annual leave. At July 31, 2014 and 2013, accrued annual leave amounted to $88,273 and $86,958, respectively. Accrued annual leave is included in current liabilities. Employees also accumulate sick leave based upon months of service. Sick leave does not vest and is lost upon termination of employment. A portion of accumulated sick leave, not to exceed thirty days, is included in compensation at the time of eligible retirement. This liability is estimated to be $15,124 and $15,009 as of July 31, 2014 and 2013, respectively, and is included in long-term liabilities. -17 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Net Positions Net Position is the difference between assets and liabilities. Net position comprises the various net earnings from operating and non-operating revenues, expenses and contributions of capital. Net position is classified in the following three components: net investment in capital assets; restricted for capital activity, debt service; and unrestricted net position. Net investment in capital assets consist of all capital assets, net of accumulated depreciation and reduced by outstanding debt and other liabilities that is attributable to the acquisition, construction and improvement of those assets; unspent debt proceeds or other restricted cash and investments is excluded from the determination. Restricted for capital projects and debt service consists of net position for which constraints are placed thereon by external parties, such as lenders, granters, contributions, laws, regulations and enabling legislation less any related liabilities. Unrestricted net position consists of all other net position not included in the above categories. NOTE B - CASH DEPOSITS AND INVESTMENTS Cash deposits are maintained within guidelines that require that all cash deposits either be secured by the Federal Deposit Insurance Corporation or be collaterally secured by obligations of the United States and agencies or by general obligations of the State of South Carolina or any of its political units. As of July 31, 2014 and 2013, all cash deposits were insured or collateralized as required by the District's policy. The District i:ilso has an investment policy that requires that investments be limited to: a. Obligations of the United States and agencies thereof; b. General obligations or revenue obligations of the State of South Carolina or any of its political units; c. Savings and loan associations to the extent that the same are secured by the Federal Deposit Insurance Corporation; d. Certificates of deposit where the certificates are collaterally secured by securities of the type described in (a) and (b) above held by a third party as escrow agent or custodian, of a market value not less than the amount of the certificates of deposit, so secured, including interest; e. Deposit accounts with banking institutions with maturities consistent with the time or times when the invested monies will be needed in cash; f. A common trust fund known as the South Carolina Pooled Investment Fund in which public monies may be deposited; - 18 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE B - CASH DEPOSITS AND INVESTMENTS (continued) g. No load open-end or closed-end management type investment companies or investment trusts registered under the Investment Company Act of 1940, as amended, where investment is made by a bank or trust company or savings and loan association or other financial institution when acting as trustee or agent for a bond or other debt issue of that local government unit, political subdivision, or county treasurer if the particular portfolio of the investment company or investment trust in which the investment is made (i) is limited to obligations described in items (a), (b), (c), and (f) of this subsection, and (ii) has among its objectives the attempt to maintain a constant net asset value of one dollar a share and to that end, value its assets by the amortized cost.method. As of July 31, 2014 and 2013, the District had the following investments, all of which were held by custodians in the District's name. This schedule does not reflect investments that mature in three months or less. They are considered cash equivalents. Investment Maturities Certificates of Deposits Certificates of Deposits U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Obligations U.S. Treasury Mutual Funds U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations U.S. Agency Obligations Municipal Bonds Municipal Bonds Municipal Bonds Municipal Bonds Municipal Bonds Municipal Bonds Total Investments 1 Year 2 Years 1 Year Fair Value Jul;t 31, 2014 Fair Value Jul;t 31, 2013 $ $ 550,295 287,994 2 Years 3 Years 4 Years 5 Years 6 Years 7 Years 10 Years 11 Years Various 1 Year 2 Years 3 Years 4 Years 5 Years 6 Years 16 Years 17 Years 1 Year 2 Years 3 Years 4 Years 6 Years 24 Years 211,000 262,502 84,038 58,242 215,376 265,151 85,927 58,083 52,425 151,153 664,355 958,721 1,167,805 584,727 96,539 524,030 510,872 53,474 $ 6,218, 172 - 19 - 547,945 72,521 298,284 53,112 67,755 1, 158,617 154,747 687,915 1,229,029 1,055,159 109,844 80,019 40,281 98,684 538,385 518,401 467,976 51 ,031 $ 7,854,242 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE B - CASH DEPOSITS AND INVESTMENTS (continued) As of July 31, 2014 and 2013, cash and cash equivalents consisted of: July 31, 2014 July 31, 2013 Cash deposits maintained in insured or $ 1,661,253 collateralized bank accounts $ 1,434,892 Petty Cash 2,000 2,000 U.S. Treasuries with maturities of less than ninety days 862,724 798,837 U. S. Treasury money market accounts 940,836 394,104 S.C. Local Investment Pool 3,514,310 4,011,122 Total Cash and Equivalents $ 6,981, 123 $ 6,640,955 All cash and cash equivalents are noted as such on the Statements of Net Position. Interest Rate Risk: The Commissioners amended the District's investment policy effective January 15, 2013. The new policy states that unless matched to a specific cash flow, the District will have a maturity duration target for investments of 10 years or less. Prior to January 15, 2013, the District's investment policy did not limit investment maturities as a means of its exposure to fair value losses arising from increasing interest rates. Credit Risk: State law and District policy limits investments to securities of the type A through G described above. As of July 31, 2014 and 2013, all investments were either in FDIC insured certificates of deposit, U.S. Treasury notes, U.S. Agency notes, or S.C. municipal bonds. The U.S. Agency securities were issued by the following agencies: Federal Home Loan Mortgage Corporation Federal Farm Credit Bank Federal Home Loan Bank Federal National Mortgage Association Tennessee Valley Authority Concentrations of credit risk: The District places no limit on the amount the District may invest in any issuer. As of July 31, 2014 and 2013, the investments were as follows: U.S. Treasuries U.S. Agencies Certificate of deposit-FDIC insured S.C. Municipal Bonds - 20- 2014 15% 57% 9% 19% 100% 2013 14% 58% 7% 21% 100% STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE C - PROPERTY TAXES Property taxes are levied against all real and tangible personal property located within the District. Taxes are levied on real estate and personal property, other than vehicles, on assessed values as of December 31 of the preceding year. Tax bills are mailed as soon after October 1st of each year as possible. Taxes are payable without penalty until January 15th. Property goes into execution after March 15th. Taxes are levied on motor vehicles throughout the year in the month designated by the South Carolina Highway Department for annual license renewal. Tax bills on vehicles are normally mailed during the month prior to the month designated for vehicle license renewal. Payment of the vehicle taxes must be made before the annual vehicle license renewal process can be completed. The County Treasurer collects the property taxes on behalf of the District. The County Treasurer periodically remits the amounts collected to the District's designated agent for the principal and interest fund. Taxes receivable (current and delinquent) represent property taxes that have been collected and remitted to County Treasurer's office for its distribution to the District. At July 31, 2014 and 2013 taxes receivable amounted to $21,995 and $22,174, respectively, and is included in Funds held by Spartanburg County Treasurer. The District's uncollected assessed taxes that have been transferred to the County Delinquent Tax Collector were $128,805 and $ 115,633 at July 31, 2014 and 2013, respectively. The District has established an offsetting allowance for uncollectible taxes of the same amount. NOTE D - DEBT SERVICE FUNDS The Bank of New York Mellon Trust Company, N. A., has been designated as the District's agent for its principal and interest fund. Allfunds derived from property taxes levied on behalf of the District are deposited to this account. The funds are used for the payment of principal and interest on the District's general obligation bonds. As of July 31, 2014 and 2013, the total value of the account amounted to $862, 724 and $798,837, respectively. U.S. Bank has been designated as the District's agent for its revenue bond payment funds. The District is required to fund these accounts from the operating revenues of the District to insure that funds are available when principal and interest payments are due. As of July 31, 2014 and 2013, the total value of these accounts amounted to $239,331 and $233, 139, respectively. - 21- STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE E - UNRESTRICTED NET POSITION - OTHER DESIGNATED ASSETS Unrestricted net positions consists of undesignated and designated assets. Designated assets of the District as of July 31, 2014 and 2013 consisted of the following: 2014 Capital improvement funds Waterline extension reserve Insurance reserve fund 2013 $ 6,603,548 $ 7,711,806 497,712 1,007,398 $ 8, 108,658 475,145 891,551 $ 9,078,502 Designations of the assets represent tentative plans that are subject to change based upon the Commissioners' approval. NOTE F- CHANGES IN CAPITAL ASSETS A summary of changes in capital assets is as follows for the year ended July 31, 2014: Balance 7/31/2013 Additions Balance 7/31/2014 Disposals CAPITAL ASSETS Land Buildings and related improvements Distribution system Lake Cooley Reservoir Vehicles Heavy equipment Office equipment and furnishings Maintenance equipment Laboratory equipment Lyman Reservoir Lyman Filter Plant Lyman Filter Plant Membrane System North Tyger Reservoir Apalache Reservoir Berry's Pond Construction in progress $ 864,990 $ 130,661 $ $ 1,959,867 37,257,079 952,582 764,203 700,650 27,300 858,385 102,769 22,036 (128,323) (54,200) 676,544 456,808 15,852 7,738 (113,868) 55,150 953,265 10,537,757 37,130 14,350 1,987,167 38, 115,464 952,582 738,649 668,486 578,528 464,546 55,150 990,395 10,552,107 13,559,199 6,057,075 88,193 1,454,193 13,559,199 6,057,075 88,193 1,454,193 551,043 $ 76,888,598 995,651 $ - 22 - 1,027,753 2,243,974 $ {458,344} {754,735} 1, 120,452 $ 78,377,837 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE F- CHANGES IN CAPITAL ASSETS (continued) Balance 7/31/2013 ACCUMULATED DEPRECIATION Buildings and related improvements Distribution system Lake Cooley Reservoir Vehicles Heavy equipment Office equipment and furnishings Maintenance equipment Laboratory equipment $ Lyman Reservoir Lyman Filter Plant Lyman Filter Plant Membrane System North Tyger Reservoir Apalache Reservoir Berry's Pond $ NET BOOK VALUE OF CAPITAL ASSETS 1, 131,874 10,134,368 388,155 687,052 696,268 Additions $ Balance 7/31/2014 Dis12osals 62,726 641,528 13,421 23,134 21,047 $ $ (106,282) (54,200) 1,194,600 10,775,896 401,576 603,904 663, 115 511,007 361,901 49,989 78,642 27,149 2,778 469,286 4,081,159 39,805 379,802 509,091 4,460,961 294,761 867,809 46,301 40,572 19,760,502 511,782 59,236 4,410 3,864 1,869,324 806,543 927,045 50,711 44,436 $ 21,355,476 $ (113,868) $ (274,350) $ 57,128,096 475,781 389,050 52,767 $ 57,022,361 Construction in progress at July 31, 2014 consisted of the following: Expended as of 7/31/2014 Hwy 290 - lower transmission main and tie-in with Woodruff Roebuck Water District Middle Tyger raw water intake and membrane plant expansion cost study Middle Tyger raw water intake and pump station Hwy 290 - tank site property Advanced metering infrastructure Hwy 29 - Maple to Alma Street Snow Road Country Club Estates Total construction in progress - 23 - $ 574,974 $ 41,475 276,843 1,360 130,750 1,343 57,938 35,769 1,120,452 Projected Budget $ 647,700 $ 58,500 5,300,000 400,000 146,000 28,600 90,000 301,900 6,972,700 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY31, 2014AND 2013 NOTE F- CHANGES IN CAPITAL ASSETS (continued) A summary of changes in capital assets is as follows for the year ended July 31, 2013: Balance 7/31/2012 Additions Balance 7/31/2013 Diseosals CAPITAL ASSETS Land Buildings and related improvements Distribution system Lake Cooley Reservoir Vehicles Heavy equipment Office equipment and furnishings Maintenance equipment Laboratory equipment Lyman Reservoir Lyman Filter Plant Lyman Filter Plant Membrane System North Tyger Reservoir Apalache Reservoir Berry's Pond Construction in progress $ 489,190 $ 375,800 1,936,417 36,676,586 952,582 778,787 700,650 23,450 633,731 770, 142 438,117 81,764 953,265 10,833,815 19,715 37,356 242,940 6,057,075 88,193 1,454, 193 13,316,259 $ $ (53,238) (14,584) (113,313) (18,665) (26,614) (296,058) 864,990 1,959,867 37,257,079 952,582 764,203 700,650 676,544 456,808 55,150 953,265 10,537,757 13,559,199 6,057,075 88,193 1,454, 193 12,715,168 2,242,301 { 14,406,426} 551,043 $ 75,168,884 $ 16,648,612 $ {14,928,898} $ 76,888,598 - 24- STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE F - CHANGES IN CAPITAL ASSETS (continued) Balance 7/31/2012 ACCUMULATED DEPRECIATION Buildings and related improvements Distribution system Lake Cooley Reservoir Vehicles Heavy equipment Office equipment and furnishings $ Maintenance equipment Laboratory equipment Lyman Reservoir Lyman Filter Plant Lyman Filter Plant Membrane System North Tyger Reservoir Apalache Reservoir Berry's Pond $ NET BOOK VALUE OF CAPITAL ASSETS 1,070,487 9,555,754 373,943 653,949 687,330 Additions $ 61,387 631,851 14,212 47,688 8,938 Balance 7/31/2013 Dis~osals $ $ (53,237) (14,585) 1,131,874 10,134,368 388,155 687,052 696,268 538,897 85,423 (113,313) 511,007 353,046 72,715 431,079 3,988,056 27,520 3,888 38,207 389,161 (18,665) (26,614) (296,058) 361,901 49,989 469,286 4,081,159 34,011 807,939 41,892 36,708 18,645,806 260,750 59,870 4,409 3,864 1,637,168 (522,472) 294,761 867,809 46,301 40,572 19,760,502 $ $ $ 56,523,078 $ $ 57,128,096 Construction in progress at July 31, 2013 consisted of the following: Startex upgrade Hwy 29 - Maple to Alma Street Employee safety study Right of way - Town of Lyman Cochran Road - line extension Country Club Estates Hwy 290 - lower transmission main and tie in New Cut Road 6" to Inman Mills Total construction in progress - 25 - Expended as of 7/31/2013 326,673 $ 1,344 1,180 3,549 11,040 35,769 150,834 20,654 551,043 $ Projected Budget 451,500 $ 28,600 12,000 65,000 41,730 301,900 347,700 29,200 1,277,630 $ STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE G - GENERAL OBLIGATION BONDS The following is a summary of general obligation bond transactions of the District for the fiscal years ended July 31, 2014 and 2013: Bonds payable beginning of year Bond proceeds Payment on bonds Bonds payable end of year 2014 2013 $ 7,814,502 420,000 (2,060, 114) $ 6,174,388 $5,757,472 4,080,000 (2,022,970) $7,814,502 Bonds payable at July 31, 2014 and 2013 were comprised of the following issues: 2014 $420,000 General Obligation Bond dated July 25, 2014. One maturity of $420,000 on April 1, 2015 with interest of 0.77% per annum. As of July 31, 2014, these proceeds were held by the Spartanburg County Treasurer. $ 2013 420,000 $ $4,080,000 General Obligation Bond dated November 20, 2012. Annual maturities of $245,000 to $1,240,000 and semi-annual interest of 1.254% per annum. 3,585,000 3,835,000 $7,500,000 General Obligation Bond dated November 30, 2010. Annual maturities of $590,000 to $1,790,000 and semi-annual interest of 2% and 3%. The bond payable includes an original issue premium of $110,033. 2, 169,388 3,979,502 Total Less current maturities Long-term liabilities 6,174,388 (2,057,082) $ 4,117,306 7,814,502 (2,060,114) $ 5,754,388 Debt service requirements to maturity including interest on all outstanding general obligation bonds as of July 31, 2014 are as follows: Year Ended Jul:t 31 2015 2016 2017 2018 $ $ Princieal 2,045,000 1,650,000 1,220,000 1,240,000 6, 155,000 $ $ Interest 101,016 70,484 30,848 15,550 217,898 - 26 - Unamortized Original Issue Premium 12,082 $ 7,306 $ 19,388 $ $ Total 2, 158,098 1,727,790 1,250,848 1,255,550 6,392,286 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE H - REVENUE BONDS The following is a summary of revenue bond transactions of the District for the fiscal years ended July 31, 2014 and 2013. The bonds are collateralized by the net revenues of the District. 2014 2013 Bonds payable beginning of year Payment on bonds $3,002,232 (826,702) $3,787, 111 (784,879) Bonds payable end of year $2,175,530 $3,002,232 Bonds payable at July 31, 2014 and 2013 were comprised of the following issues: $2,873,000 Waterworks System Revenue Bond dated April 21, 2010. Annual maturities of $525,000 to $630,000 and semi-annual interest of 2.76% per annum. $2,272,615 Waterworks System Revenue Refunding Bond dated May 13, 2011. Payments of principal and interest at 3.0% per annum are due quarterly with annual maturities of $218,258 to $277,212. Total 2014 2013 $ 630,000 $1,225,000 1,545,530 1,777,232 2,175,530 3,002,232 (868,732) . (826,702) $1,306,798 $2,175,530 Less current maturities Long-term liabilities Debt service requirements to maturity, including interest, on the outstanding revenue bonds as of July 31, 2014 are as follows: Year Ended July 31 2015 2016 2017 2018 2019 2020 Principal 868,732 245,975 253,437 261, 126 269,049 277,211 $2,175,530 $ - 27 - Interest $ 61,085 36,454 28,991 21,302 13,380 5,217 $166,429 Total 929,817 282,429 282,428 282,428 282,429 282,428 $2,341,959 '$ STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE I - CONTRIBUTED CAPITAL Donated assets, grants and participation fees provided to finance capital expenditures are accounted for as contributed capital. During the years ended July 31, 2014 and 2013, the following were received by the District to partially finance plant extensions or additions: 2014 2013 System improvement fees $ 143,470 $ 128,753 SC State Revolving Fund Grant - Startex Project - refund (52,028) Payments from industries 5,250 100,000 Donated line extensions 126,611 62,951 $ 223,303 $ 291,704 NOTE J - RETIREMENT PLAN Plan Description. The District is a member of the South Carolina Retirement System (SCRS), one of four defined benefit retirement systems maintained by the Retirement Division of the State Budget and Control Board of South Carolina. Each system publishes its own component unit financial report. The systems provide retirement, disability, and survivor death benefits to State employees, public school employees, and employees of counties, municipalities, and certain other State political subdivisions. Each system is independent. Assets may not be transferred from one system to another or used for any purpose other than to benefit each system's participants. Under SCRS, employees who retire at or after age 65 or have 28 years of service are entitled to a retirement benefit, payable monthly for life, equal to 1.82% of average final compensation times years of credited service. Final average compensation is the employee's salary over the twelve highest consecutive quarters. All full-time employees are required to participate in SCRS. Benefits are fully vested after five years of service. Vested employees may retire at or after age 55 or 25 years of credited service and receive reduced retirement benefits. SCRS also provides death and disability benefits. Benefits are established by state statute. Funding and Benefit Policies: Title 9 of the South Carolina Code of Laws of 1976 (as amended) prescribes requirements relating to membership, benefits, and employee/employer contributions for each system. The following paragraphs summarize the requirements for the SCRS. SCRS is a cost-sharing, multiple-employer defined pension benefit plan that benefits employees of public schools, the State, and its political subdivisions including the District. Both employees and employers are required to contribute to the Plan at rates established under authority of Title 9 of the S.C. Code of Laws. All employers contribute at the actuarially required contribution rates. - 28 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE J - RETIREMENT PLAN (continued) Funding and Benefit Policies (continued): Participating District employees are required to contribute a percentage of their eligible wages. The employee percentage was 7.0% for compensation earned prior to July 1, 2013. Effective July 1, 2013 and 2014, the employee contribution rate increased to 7.5% and 8.0%, respectively. The District's contribution rate increased to 10.45% and 9.385% at July 1, 2014 and 2013, respectively. In addition to the above rates, participating employers of the South Carolina Retirement System contribute .15% of payroll to provide a group life insurance benefit for their participants. The following provides a summary of the District's Retirement Plan funding for the years ended July 31, 2014, 2013, and 2012: Year Ended July 31 2014 2013 2012 Employee Contributions $ 189,200 170,753 158,063 Employer Contributions $ 448,804 256,887 232,894 Total Contributions $ 638,004 427,640 390,957 The District purchased service credits for three employees who retired during the year ended July 31, 2014 in the amount of $182,350. This contribution has been included in the employer contributions amount stated above. Additional information: A Comprehensive Annual Financial Report containing financial statements and required supplementary information for the South Carolina Retirement System is issued and publicly available by writing the South Carolina Retirement System, P. 0. Box 11960, Columbia, South Carolina 29211-1960. The report is also available on the SCRS website at www.retirement.sc.gov. NOTE K - OTHER POST-EMPLOYMENT BENEFITS Plan Description: The District sponsors a single-employer defined benefit health care plan (the Plan) that provides post-retirement health, dental and life insurance premium benefits for eligible employees and Commissioners. Eligible employees are defined as a retired employee who is participating in the District's medical program and who is eligible to retire under the South Carolina Retirement System. Eligible employees must have 15 years of continuous service with the District. Eligible commissioners must have 10 years of service with the District. Prior to age 65, retirees can stay on the District's plan free of charge. Spouses of eligible retirees can stay on the District's plan for an annual fee of $1,983. For retirees 65 and above, the District pays the full cost of Medicare Supplement. During the fiscal year 2014, twenty-one individuals met these eligibility requirements. - 29 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE K- OTHER POST-EMPLOYMENT BENEFITS (continued) Funding policy: The contribution requirements of the Plan are established and may be amended by the District. The required contribution is based on projected pay-as-you-go financial requirements with no additional amounts to prefund benefits. For fiscal year 2014, the District contributed $72,994 to the Plan for current year premiums and claims. Plan members receiving benefits contributed $7, 195, or approximately 10 percent of the premiums and claims. Annual OPEB and Net OPEB Obligation: The District's annual other post-employment benefits (OPEB) cost (expense) is calculated based on the required annual required contribution (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement No. 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities over a period not to exceed 30 years. The following table shows the components of the District's annual OPEB cost for the year ended July 31, 2014 and the two preceding two years including the amounts actually contributed to the Plan and changes in the District's net OPEB obligation: Annual Requirement Contribution Normal costs 30 year amortization Interest on obligation Total annual required contributions Less: direct payments for Retirees 2014 2013 2012 $ 186,000 112,900 4,700 $ 178,800 105,700 4,700 $ 138,700 81 ,600 11 ,000 303,600 . (77, 100) Net OPEB Obligation, end of year Percentage of annual OPEB contributed to plan 289,200 (111,500) 231,300 (39,500) $ 226,500 $ 177,700 $ 191.800 25.4% 38.6% 17.1% Funding status and funding progress: As of August 1, 2011, the most recent actuarial valuation date, the Plan was unfunded. The actuarial accrued liability (AAL) and the unfunded actuarial accrued liability (UAAL) are as follows: Actuarial accrued liability (AAL) Actuarial value of plan assets Unfunded actuarial accrued liability (UAAL) Funded ratio (actuarial value of assets/ML) $2,357,000 $2,357,000 0% Covered payroll (annual payroll of active employees covered by the plan) UAAL as a percentage of covered payroll - 30 - $2,601,024 90.61% STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE K - OTHER POST-EMPLOYMENT BENEFITS (continued) Funding status and funding progress (continued): The schedule of funding progress for retiree health plan, presented as Required Supplementary Information following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of the Plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Actuarial methods and assumptions: Actuarial valuation of an ongoing Plan involves the estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. The assumptions include employee turnover, mortality and health care trend rate, etc. The amounts determined regarding the funded status of the Plan and the ARC of the System are subject to continued revision as actual results are compared with past expectations and new estimates are made about the future. The amount of funding is based on an actuarial valuation based on the population of the existing employee base to include demographics, further employment, age of the population, length of service, mortality, and healthcare costs and trends. The actuarial valuations will be performed every three years to ensure an adequate contribution to the plan. The actuarial methods and assumptions used are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. The ARC was determined as part of the August 1, 2011 actuarial valuation using the following methods and assumptions: August 1, 2011 Projected Unit Credit 2.5% annual inflation of payroll amount 30 years open funded 25 years Not applicable - no assets Valuation date: Actuarial cost method: Amortization method: Amortization period: Remaining amortization period: Asset valuation method: Actuarial assumptions: Investment rate of return Medical cost trend rate Pre-Medicare trend rate Post-Medicare trend rate Ultimate trend rate 10.0% 7.5% 4.0% Inflation rate: Payroll growth: 2.5% per year 2.5% per year Not applicable - no assets -31- STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE L - DEFERRED COMPENSATION PLANS Two deferred compensation plans are available to District employees. The multiple-employer plans, created under Internal Revenue Code Sections 401 (k) and 457, are administered and accounted for by the State of South Carolina. Employees may withdraw the current year value of their contributions prior to termination of employment if they meet certain requirements. These requirements differ between the two plans. The plans, available to all District employees, permit them to defer a portion of their salary until future years. Participation in the plans is optional and participants elect how their salary deferrals are invested. The District matches 401 (k) contributions for all participating employees. The match is 50% of the employee contribution up to a maximum of 3% of base pay. The District's deferred compensation match is included in retirement expense. Deferred compensation expense for the years ended July 31, 2014 and 2013 was $29,201 and $27,687, respectively. Contributions deferred under the Section 401 (k) and 457 plans are placed in trust for the contributing employees. The District has no liability for losses under the plans. NOTE M - CONCENTRATIONS OF CREDIT RISK The District's financial instruments subject to credit risk are primarily trade receivables and cash equivalents. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the customer base. The District requires collateral to be pledged by those banks in which the District has funds on deposit in excess of $250,000. NOTE N - RISK MANAGEMENT The District is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The District is insured under policies with commercial insurance companies. The District did not have settled claims that exceeded the District's insurance coverage during the past three years. - 32 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE N - RISK MANAGEMENT (continued) The District established a self-funded health insurance program effective December 1, 1989. Specific stop loss coverage for each claim in excess of $40,000 as of July 31, 2014 and 2013 and minimum annual aggregate stop loss coverage for claims in excess of $1,000,000 as of July 31, 2014 and 2013 is provided by a commercial insurance company. Total expenses incurred for claims and stop loss coverage, net of any refunds for claims paid in excess of stop loss amounts, for the years ended July 31, 2014 and 2013 amounted to $695,328 and $823,493, respectively. Total cumulative funds set aside by the District and designated to meet future claims amounted to $1,004,750 and $889,443 as of July 31, 2014 and 2013, respectively. The following represents the change in unfiled, unpaid claims from August 1, 2012 to July 31, 2013 and August 1, 2013 to July 31, 2014: 2014 2013 Liability, beginning of the year Claims Claim payments, net of refunds $ Liability, end of the year $ 115,000 $ 680,615 (698,615) 97,000 $ 33,000 661,591 (579,591) 115,000 ====~== NOTE 0 - SUMMARY OF DISCLOSURE OF SIGNIFICANT CONTINGENCIES AND COMMITMENTS Sick pay As described more fully in Note A, no estimate of any potential liability has been made except for those employees eligible to retire. Federal and State Assisted Programs The District has received proceeds from Federal loans and State Grants. Periodic audits of these loans and grants are required and certain costs may be questioned as not being appropriate expenditures under the loan and grant agreements. Such audits could result in the refund of loan or grant monies to the granter agencies. Management believes that any required refunds will be immaterial. No provision has been made in the accompanying financial statements for the refund of any loan or grant monies. Other Contingencies The District is routinely involved in various legal actions arising in the normal course of business. In the opinion of management, such matters will not have a material effect upon the financial position of the District. - 33 - STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 NOTE 0 - SUMMARY OF DISCLOSURE OF SIGNIFICANT CONTINGENCIES AND COMMITMENTS (continued) Arbitrage Rebate Liabilities Arbitrage represents the difference of "spread" between lower interest rates on tax-exempt government securities and the higher interest on taxable investment securities. The Internal Revenue Code requires local governments to rebate arbitrage earnings to the federal government every five years for those bonds that do not meet the spend down exception. The District does not believe an estimate of potential liability, if any, is required in the accompanying financial statements. NOTE P- REPORT CLASSIFICATIONS Certain previously reported amounts have been reclassified to conform to 2014 report classifications. NOTE Q - SUBSEQUENT EVENTS Subsequent events have been reviewed through November 25, 2014 which is the date of the independent auditor's report. On September 22, 2014, the District was awarded a matching grant in the amount of $2,000,000 from the Economic Development Administration for the expansion of the existing membrane treatment facility. The total cost of the project is estimated to be $4, 132,000. The District will issue a general obligation bond in January, 2015 to cover its matching portion. On November 11, 2014, the District entered into a contract with State Utility Contractors, Inc. for the construction of the Middle Tyger River intake and pump station in an amount not to exceed $5,375,000. - 34- REQUIRED SUPPLEMENTARY INFORMATION Schedule 1 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULE OF FUNDING PROGRESS FOR RETIREE HEAL TH PLAN YEARS ENDED JULY 31, 2014 AND 2013 Actuarial Valuation Date 8/1/2011 7/1/2008 Actuarial Accrued Liability (AAL) Actuarial Value of Assets $ $ 2,357,000 1,646,300 Unfunded Actuarial Accrued Liability (UAAL) Ratio of Funded Obligation $ 2,357,000 1,646,300 See independent auditor's report - 35 - 0% 0% Covered Payroll $ 2,411,485 2,255,628 UAAL as a% of Covered Payroll 97.74% 72.99% SUPPLEMENTARY INFORMATION Schedule 2 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULES OF DIRECT OPERATING EXPENSES YEARS ENDED JULY 31, 2014 AND 2013 2013 2014 Water purchased Cost of meters, materials and fittings Automobile and truck expense Power-distribution and filter plant Maintenance and repairs of equipment Maintenance and repairs-system infrastructure Maintenance of water tanks Equipment rental Chemicals and sludge removal Lab expense Less construction equipment cost capitalized $ $ See independent auditor's report - 36 - 672 635,234 134,409 423,569 58,949 284, 184 128,024 5,779 381,629 84,286 (49,302) 2,087,433 $ $ 632 536,220 109,348 378,708 60,483 333,872 116,730 5,596 402,549 108,336 (27,732) 2,024,742 Schedule 3 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES YEARS ENDED JULY 31, 2014 AND 2013 Salaries and wages Insurance-employees Retirement expense Payroll taxes Data processing Postage Office expense and supplies Bank charges Dues and subscriptions Consultants' fees Legal and accounting fees Commissioners' fees Public relations Telephone Utilities-office and maintenance facility Insurance-general Maintenance expense Miscellaneous expense Small tools Permits Collection expense Travel and related expenses Training Bad debts Safety supplies Cash (over) and short Uniform expense Less salaries and fringes capitalized $ $ See independent auditor's report - 37 - 2014 2,601,024 1,076, 188 478,005 195,678 79,032 103,020 29,911 93,225 21,940 108,205 136,820 21,600 9,995 118,588 53,669 147,484 231,329 34,377 13,916 9,076 2,608 44,836 31,939 27,492 14,784 525 22,982 (105,655) 5,602,593 $ $ 2013 2,539,721 1,034,302 284,574 193,697 64,438 95,305 40,029 85,280 25, 124 245,929 125,198 22, 100 13,971 127,756 49,905 141,454 253,228 33,352 13,253 45,202 2,937 41,698 42,699 24,932 15,797 368 20,696 (135,023) 5,447,922 Schedule 4 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULES OF NONOPERATING REVENUES AND EXPENSES YEARS ENDED JULY 31, 2014 AND 2013 NONOPERATING REVENUES Interest earned on investments Principal and interest funds General obligation bond proceeds Designated funds Decrease in fair value of investments Other miscellaneous income Lake Cooley income Lake Lyman income Rents Gain from sale of assets 2014 $ TOTAL NONOPERATING REVENUES NONOPERATING EXPENSES Bonded debt interest expense Less: interest capitalized Agents' fees Bonded debt issue expenses Investment fees Lake Cooley expenses Lake Lyman expenses Other lake expenses TOTAL NONOPERATING EXPENSES NONOPERATING REVENUES AND EXPENSES, NET See independent auditor's report - 38 - $ 8 5,688 220,880 (163,285) 1,217 24,980 36,950 28,496 39,300 2013 $ 10 6,811 227,735 (237,114) 3,893 23,440 30,720 25,460 1, 125 194,234 82,080 179,918 218,208 4,807 12,051 8,310 23,534 26,963 4,256 3,465 71,750 15,644 36,606 32,618 16,674 259,839 394,965 {65,605} $ {312,885} Schedule 5 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT PRINCIPAL AND INTEREST FUND RECEIPTS AND DISBURSEMENTS YEARS ENDED JULY 31, 2014 AND 2013 2014 RECEIPTS Property tax revenue Investment income $ DISBURSEMENTS Bonded debt principal Bonded debt interest Paying agent's fees Investment fees Excess Receipts Over Disbursements TOTAL ASSETS, BEGINNING OF YEAR 2,244, 173 195 2013 $ 2,140,649 901 2,244,368 2,141,550 2,040,000 137,741 2,911 8 2, 180,660 1,995,000 139,004 1,865 10 2, 135,879 63,708 5,671 821,011 815,340 TOTAL ASSETS, END OF YEAR $ 884,719 $ 821,011 SCHEDULE OF NET ASSETS Investments (P & I Fund)-Cash Equivalents Property taxes receivable $ 862,724 21,995 $ 798,837 22, 174 $ 884,719 -$ 821,011 See independent auditor's report - 39 - Schedule 6 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULE OF PROPERTY TAX INFORMATION JULY 31, 2014 AND 2013 Assessment Year 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 Assessed Values As of December 31 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Assessed Value $ 187,556, 773 177,039,881 173,695,943 175,512,601 176, 709,484 168,213,698 150,905,006 146,624, 130 135,500,174 130,890,174 Millage 12.0 12.0 11.8 11.9 13.2 11.6 10.2 12.9 11.6 12.2 Fiscal Year Ended July 31 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 Current Year Collections 2,187,814 2,090,232 1,999,239 2, 173,400 1,944,440 1,685,931 1,852,769 1,596, 199 1,639,580 1,766,218 Delinquent Tax Collections $ 56,359 50,417 107,416 97,783 83,279 87,464 136, 791 159,621 111,915 77,098 Total Collections $ 2,244, 173 2, 140,649 2, 106,655 -2,271, 183 2,027,719 1,773,395 1,989,560 1,755,820 1,751,495 1,843,316 $ See independent auditor's report - 40 - Schedule 6 (Continued) STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT SCHEDULE OF PROPERTY TAX INFORMATION JULY 31, 2014 AND 2013 2013/2014 Market Value Assessment Summary Classification Real Estate Mobile homes Retail Utilities Manufacturing Transportation Vehicles Boats Aircraft Furniture Fee in lieu of property tax Totals $ $ Assessed Value 100, 778, 735 1,295,520 10,372,830 5,029,540 33,302,070 771,904 13,551,299 289,020 6,560 735,550 Assessment Ratio 4% &6% 4% &6% 10.5% 10.5% 10.5% 9.5% 6.0% 10.5% 4.0% 10.5% Market Value $ 2,026,703,968 29,308,002 98,788,857 47,900,380 317,162,571 8,125,305 225,854,983 2,752,571 164,000 7,005,238 21,423,745 6.0% 357,062,416 $ 3, 120,828,291 187,556, 773 2012/2013 Market Value Assessment Summary Classification Real Estate Mobile homes Retail Utilities Manufacturing Transportation Vehicles Boats Aircraft Furniture Fee in lieu of property tax Totals $ $ Assessed Value 97,012,340 1,288,032 9,812,280 4,945,520 30, 182,440 735,429 12,797,188 239,080 7,280 673,560 Assessment Ratio 4%&6% 4%&6% 10.5% 10.5% 10.5% 9.5% 6.0% 10.5% 4.0% 10.5% Market Value $ 2,271,035,652 31,967,862 93,450,286 47,100,190 287,451,809 7,741,358 213,286,467 2,276,952 182,000 6,414,857 19,346,732 6.0% 322,445,533 177,039,881 See independent auditor's report - 41 - $ 3,289,352,966 Schedule 7 STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT COMMISSIONERS, SENIOR MANAGEMENT STAFF, AND OTHER INFORMATION JULY 31, 2014 COMMISSIONERS TERMS EXPIRE Sanford E. Carlton, Chairman Reidville, South Carolina March 30, 2018 Frank Nutt, Vice Chairman Moore, South Carolina March 30, 2020 Wanda Fowler, Secretary Duncan, South Carolina March 30, 2020 Tom A. Lomax Moore, South Carolina March 30, 2016 John L. Sexton Lyman, South Carolina March 30, 2016 SENIOR MANAGEMENT STAFF Chief Executive Officer Chief Financial Officer Chief Operating Officer Director of Projects -and Construction Chief Information Officer S. Michael Caston, PE, MPA Larry G. Christopher, CPA, MPA Billy Y. Cothran, PE Michael G. Frost Jeffrey J. Diaz, MBA OTHER INFORMATION Number of Customers (Active Accounts) July 31, 2014 July 31, 2013 July31, 2012 Number of Full-Time Employees July 31, 2014 July 31, 2013 July31,2012 See independent auditor's report - 42 - 21,800 21,500 21,000 44 45 44 -l1TI -l1TI HOLCOMBE HOLTZCLAW RAVAN LLC lllJ - lllJ - CERTIFIEO PUBLIC ACCOUNTANTS &ADVISORS INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Commissioners and Management Startex-Jackson-Wellford-Duncan Water District Lyman, South Carolina We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Startex-Jackson-Wellford-Duncan Water District (the "District"), as of and for the years ended July 31, 2014 and 2013, and the related notes to the financial statements, which collectively comprise Startex-Jackson-Wellford-Duncan Water District's basic financial statements, and have issued our report thereon dated November 25, 2014. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the District's internal control over financial reporting ("internal control") to determine tne auditprocedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the District's internal control. Accordingly, we do not express an opinion on the effectiveness of the District's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the. normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Members of the American Institute of Certified Public Accountants Members of the South Carolina Association of Certified Public Accountants - 43 - Compliance and Other Matters As part of obtaining reasonable assurance about whether Startex-Jackson-Wellford-Duncan Water District's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination offinancial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the District's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the District's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Spartanburg, South Carolina November 25, 2014 - 44 - APPENDIX B FORM OF BOND COUNSEL OPINION [THIS PAGE INTENTIONALLY LEFT BLANK] FORM OF BOND COUNSEL OPINION [Date of delivery] Startex-Jackson-Wellford-Duncan Water District Wellford, South Carolina Re: $__________ Startex-Jackson-Wellford-Duncan Water District, South Carolina General Obligation Bonds, Series 2016 Ladies and Gentlemen: We have acted as bond counsel to Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “District”) in connection with the issuance by the District of a its $__________ General Obligation Bonds, Series 2016 (the “Bonds”). We have examined a certified copy of the Transcript of Proceedings and other proofs submitted to us, including the Constitution and statutes of the State of South Carolina (the “State”), in connection with the issuance of the Bonds. The Bonds are in fully registered form, dated __________, 2016, numbered from R-1 upward, in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount of the Bonds maturing or subject to mandatory redemption in each year, bear interest from their date payable semiannually thereafter on April 1 and October 1 of each year, commencing October 1, 2016 and will mature or are subject to mandatory redemption in successive annual installments on April 1 in each of the years and in the principal amounts as stated in the Transcript of Proceedings. The Bonds recite that they are issued pursuant to and for the purposes authorized by and in accordance with the Constitution and laws of the State, including Article X, Section 14 of the Constitution of the State of South Carolina, 1895, as amended; Title 6, Chapter 11, Article 5 of the Code of Laws of South Carolina, 1976, as amended; Section 11-27-40 of the Code of Laws of South Carolina 1976, as amended; a resolution duly adopted by the StartexJackson-Wellford-Duncan Water Commission, the governing body of the District, on December 15, 2015 (the “Resolution”), and an ordinance duly enacted by the County Council of Spartanburg County, South Carolina on October 15, 2012. As to questions of fact material to our opinion, we have relied upon the Transcript of Proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based on the foregoing, we are of the opinion, under existing law, as follows: 1. The District is a duly created and validly existing special purpose district, body corporate and politic, and political subdivision of the State. The proceedings are regular and in due form of law, and the Bonds constitute valid and binding obligations of the District, secured by an irrevocable pledge of the full faith, credit and taxing power of the District and are payable, both principal and interest, from a direct ad valorem tax upon all taxable property of the District, without limit as to rate or amount. The District is required by law to include in its annual tax levy the principal and interest coming due on the Bonds to the extent the necessary funds are not provided from other sources. 2. Interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income of the registered owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The opinion set forth in the preceding sentence is subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excludable from gross income for federal income tax purposes. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District has covenanted to comply with all such requirements. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted current earnings. We express no opinion regarding other federal tax consequences arising with respect to the Bonds except as set forth below. B-1 3. In the Resolution, the District represented that neither it nor any entity subordinate to it intends to issue, in the aggregate, more than $10,000,000 in tax-exempt obligations (other than private activity bonds which are not qualified 501(c)(3) bonds as defined in Section 145 of the Code) in calendar year 2016 and has designated the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3)(B) of the Code. 4. The Bonds and the interest thereon (including any original issue discount properly allocable to an owner thereof) are exempt from all State, county, school district, municipal and all other taxes or assessments of the State, except inheritance, estate, transfer or certain franchise taxes. Furthermore, it should be noted that Section 1211-20 of the Code of Laws of South Carolina 1976, as amended, imposes upon every bank engaged in business in the State a fee or franchise tax computed on the entire net income of such bank which includes interest paid on the Bonds. It is to be understood that the rights of the holders of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. We have examined the executed Bonds and, in our opinion, their form and execution are in due form of law. We express no opinion herein regarding the accuracy, adequacy or completeness of the Official Statement dated ___________, 2016 relating to the Bonds. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Our advice did not include financial or non-legal advice. Very truly yours, HAYNSWORTH SINKLER BOYD, P.A. B-2 APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING [THIS PAGE INTENTIONALLY LEFT BLANK] CONTINUING DISCLOSURE UNDERTAKING This Continuing Disclosure Undertaking (the “Disclosure Undertaking”) is executed and delivered by Startex-Jackson-Wellford-Duncan Water District, South Carolina (the “Issuer”) pursuant to Securities and Exchange Commission Rule 15c2-12 (the “Rule”) and in connection with the issuance of the $2,915,000 General Obligation Bonds, Series 2016, of the Issuer (the “Bonds”). The Bonds are being issued pursuant to a Resolution adopted December 15, 2015 (the “Resolution”) by the Startex-Jackson-Wellford-Duncan Water Commission, the governing body of the Issuer. The Issuer represents, covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners and in order to assist the Participating Underwriter (defined below) in complying with the Rule. SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 hereof. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. “Dissemination Agent” shall mean the Issuer or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. “Holders” or “Holders of the Bonds” shall mean the registered owners of the Bonds. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Undertaking. “National Repository” shall mean the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (“EMMA”) system at www.emma.msrb.org or any successor National Repositories as determined by the Securities and Exchange Commission. “Official Statement” shall mean the official statement of the Issuer dated _______, 2016, prepared in connection with the issuance of the Bonds. “Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Repository” shall mean each National Repository and each State Depository, if any. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” shall mean the State of South Carolina. “State Depository” shall mean any public or private repository or entity designated by the State as a state information depository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Undertaking, there is no State Depository. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than seven (7) months after the end of the Issuer’s fiscal year (currently, July 31) commencing with the report for the fiscal year ending July 31, 2015, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 hereof. C-1 The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by cross-reference other information as provided in Section 4 hereof; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer’s fiscal year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) business days prior to the date specified in subsection (a) above for providing the Annual Report to Repositories, the Issuer shall provide the Annual Report to the Dissemination Agent, if such is appointed. If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a) above, the Issuer shall send a notice to the National Repository and the State Depository, if any, in substantially the form attached hereto as Schedule I. (c) The Dissemination Agent, if any, shall: (i) determine each year prior to the date for providing the Annual Report the name and address of the National Repository and the State Depository, if any; and (ii) (if the Dissemination Agent is other than the Issuer) file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Undertaking, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or include by reference the Issuer’s complete audited financial statements for the prior fiscal year prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. The following shall also be filed as part of the Annual Report: 1. 2. 3. Ad valorem property tax collections for the preceding fiscal year; Assessed values of property for the preceding fiscal year; and The amount of any general obligation indebtedness incurred in the preceding fiscal year. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities which have been submitted to each of the Repositories or filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference. The Issuer may discharge its undertaking described above by transmitting the documents referred to above to any entity and by any method authorized by the Securities and Exchange Commission. SECTION 5. Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission pursuant to the provisions of this Section 5, the Issuer shall give or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the Bonds, within ten (10) business days of the occurrence thereof: 1. 2. 3. 4. 5. 6. principal and interest payment delinquencies; non-payment related defaults, if material; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers or their failure to perform; adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; C-2 7. 8. 9. 10. 11. 12. 13. 14. 15. modifications to rights of Holders of the Bonds, if material; bond calls, if material; defeasances; release, substitution or sale of property securing repayment of the Bonds, if material; rating changes; tender offers; bankruptcy, insolvency, receivership or similar event of the obligated person; merger, consolidation, or acquisition of the obligated person, if material; or appointment of a successor or additional trustee, or the change of name of a trustee, if material. SECTION 6. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Undertaking. The initial Dissemination Agent shall be the Issuer. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertaking or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Undertaking, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an event of default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance. SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Dissemination Agent, if any, the Participating Underwriter, Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA By:__________________________________________ Chairman, Startex-Jackson-Wellford-Duncan Water Commission Date:_______________ C-3 SCHEDULE I NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA Name of Bond Issue: $2,915,000 GENERAL OBLIGATION BONDS, SERIES 2016 Date of Issuance: ________ ___, 2016 CUSIP Base: 855685 NOTICE IS HEREBY GIVEN that the above-named Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Undertaking dated _____________, 2016. The Issuer anticipates that the Annual Report will be filed by ___________________. STARTEX-JACKSON-WELLFORD-DUNCAN WATER DISTRICT, SOUTH CAROLINA By:___________________________________________ Chief Financial Officer Date: _______________ C-4