This Preliminary Official Statement and the information contained herein are subject to completion and amendment. The Series 2014A Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy the Series 2014A Bonds 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 OCTOBER 17, 2014 RATINGS: Moody’s Investors Service: Aa1 Standard & Poor’s: AA+ (See “RATINGS” herein) NEW ISSUE - BOOK-ENTRY-ONLY In the opinion of Bond Counsel, subject to the conditions and limitations stated therein, interest on the Bonds (i) will be excludable from gross income for federal income tax purposes,(ii) will not be an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporation; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporation; and (iii) will be exempt from all State of South Carolina, county, municipal, and all other taxes and assessments, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except estate or other transfer taxes, provided that the interest thereon may be includable for certain franchise fees or taxes. For a more complete discussion of federal tax consequences to recipients of interest on the Bonds, see “TAX EXEMPTION AND OTHER TAX MATTERS” herein. $19,450,000* GENERAL OBLIGATION BONDS, SERIES 2014A $21,890,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014B BEAUFORT COUNTY, SOUTH CAROLINA Dated: Date of Delivery Due: March 1, as shown on the inside cover The $19,450,000* General Obligation Bonds, Series 2014A and the $21,890,000* General Obligation Refunding Bonds, Series 2014B (together, the “Bonds”) will be general obligation debt of Beaufort County, South Carolina (the “County”), and as such the full faith, credit, resources and taxing power of the County will be irrevocably pledged for the payment thereof. See “THE BONDS - Security” herein. The Bonds are issuable in fully registered form and when issued will be registered to Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), to which principal and interest payments on the Bonds will be made. Purchases of beneficial interests in the Bonds will be made in book-entry form only, in the principal amounts of $5,000 or any whole multiple thereof. So long as Cede & Co. as nominee of DTC is the registered owner of the Bonds, references herein to the holders of the Bonds or registered owners of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, the principal and interest on the Bonds are payable to Cede & Co. as nominee for DTC, which will in turn remit such principal and interest to the Participants (as defined herein) for subsequent disbursement to the beneficial owners of the Bonds. See “THE BONDS - Book-Entry-Only System.” Wells Fargo Bank, N.A. will serve as Registrar/Paying Agent for the Bonds. The Bonds will be dated their date of delivery, and will mature serially on March 1 in each of the years and in the principal amounts and bear interest at the rates shown on the inside front cover page. Interest on the Bonds is first payable on March 1, 2015, and semiannually thereafter on each March 1 and September 1. The Bonds will be subject to redemption prior to their stated maturities. Bids will be received for the 2014A Bonds until 11:00 a.m., South Carolina time, and for the Series 2014B Bonds until 11:30 a.m., Thursday, October 23, 2014, in the County offices located at 100 Ribaut Road, Beaufort, South Carolina. The Bonds are offered when, as and if issued and subject to the approving opinion as to legality of McNair Law Firm, P.A., Columbia, South Carolina. It is expected that the Bonds in definitive form will be available for delivery on or about November 6, 2014. 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 County deems the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”) except for information which may be omitted pursuant to Rule 15c2-12. Dated: _________ __, 2014. *Preliminary, subject to change. MATURITY SCHEDULES $19,450,000* SERIES 2014A BONDS (March 1) Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Principal Amount* $ 685,000 845,000 850,000 855,000 865,000 875,000 885,000 905,000 920,000 940,000 965,000 985,000 1,010,000 1,035,000 1,065,000 1,090,000 1,120,000 1,150,000 1,185,000 1,220,000 Interest Rate Yield CUSIP No. Yield CUSIP No. $21,890,000* SERIES 2014B BONDS (March 1) Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 Principal Amount* $4,190,000 2,655,000 2,905,000 3,260,000 4,580,000 135,000 170,000 1,915,000 2,080,000 *Preliminary, subject to adjustment. Interest Rate COUNTY COUNCIL OF BEAUFORT COUNTY, SOUTH CAROLINA D. Paul Sommerville, Chairman Stewart H. Rodman, Vice Chairman Cynthia M. Bensch Rick Caporale Gerald Dawson Brian Flewelling Steven G. Fobes Laura Von Harten William L. McBride Jerry W. Stewart Roberts “Tabor” Vaux, Jr. Gary T. Kubic County Administrator Alicia Holland, CPA Chief Financial Officer Bond Counsel McNair Law Firm, P.A. Beaufort, South Carolina Columbia, South Carolina Financial Advisor First Southwest Charlotte, North Carolina ______________ TABLE OF CONTENTS ______________ Page INTRODUCTION ....................................................................................................................................................... 1 THE BONDS ................................................................................................................................................................ 1 DESCRIPTION ............................................................................................................................................................. 1 REDEMPTION PROVISIONS .......................................................................................................................................... 1 NOTICE OF REDEMPTION ............................................................................................................................................ 1 BOOK-ENTRY-ONLY SYSTEM .................................................................................................................................... 1 PURPOSES................................................................................................................................................................... 5 SECURITY ................................................................................................................................................................... 5 AUTHORIZATION ........................................................................................................................................................ 6 INITIATIVE AND REFERENDUM ................................................................................................................................... 6 DEFEASANCE ............................................................................................................................................................. 6 THE COUNTY ............................................................................................................................................................ 7 GENERAL DESCRIPTION ............................................................................................................................................. 7 FORM OF GOVERNMENT ............................................................................................................................................. 7 COUNTY EMPLOYEES ................................................................................................................................................. 8 SERVICES PROVIDED .................................................................................................................................................. 9 SERVICES PROVIDED BY OTHER GOVERNMENTAL ENTITIES ...................................................................................... 9 FRINGE BENEFITS AND RETIREMENT.......................................................................................................................... 9 LIABILITY INSURANCE ............................................................................................................................................. 10 SCHOOL DISTRICT .................................................................................................................................................... 10 DEBT STRUCTURE ................................................................................................................................................. 10 LEGAL DEBT LIMIT OF THE COUNTY ........................................................................................................................ 10 OUTSTANDING INDEBTEDNESS ................................................................................................................................. 11 DESCRIPTION OF GENERAL OBLIGATION INDEBTEDNESS BY ISSUE .......................................................................... 11 OTHER FINANCIAL OBLIGATIONS ............................................................................................................................ 12 COMPOSITE DEBT SERVICE ...................................................................................................................................... 13 GENERAL OBLIGATION DEBT ON A PER-CAPITA BASIS............................................................................................ 14 ANTICIPATED CAPITAL NEEDS .............................................................................................................................. 14 LEGAL DEBT LIMIT OF COUNTIES, INCORPORATED MUNICIPALITIES AND SPECIAL PURPOSE DISTRICTS ................ 14 LEGAL DEBT LIMIT OF SCHOOL DISTRICTS .............................................................................................................. 15 OVERLAPPING DEBT ................................................................................................................................................ 15 MISCELLANEOUS DEBT INFORMATION..................................................................................................................... 16 CERTAIN FISCAL MATTERS .............................................................................................................................. 16 PROPERTY ASSESSMENT RATES ............................................................................................................................... 16 STATE TAX REFORM ................................................................................................................................................ 17 PAYMENTS IN LIEU OF TAXES .................................................................................................................................. 20 ASSESSED VALUE OF TAXABLE PROPERTY IN THE COUNTY .................................................................................... 21 EXEMPT MANUFACTURING PROPERTY IN THE COUNTY ........................................................................................... 21 TAX RATES .............................................................................................................................................................. 22 TAX COLLECTION PROCEDURE ................................................................................................................................ 22 TAX COLLECTIONS FOR LAST FIVE YEARS .............................................................................................................. 22 TEN LARGEST TAXPAYERS ...................................................................................................................................... 23 VEHICLE LICENSE FEES............................................................................................................................................ 23 COUNTY INVESTMENT POLICY ................................................................................................................................. 23 FINANCIAL AND TAX INFORMATION ............................................................................................................. 25 FIVE YEAR SUMMARY OF GENERAL FUND OPERATIONS ......................................................................................... 25 FINANCIAL STATEMENTS ......................................................................................................................................... 26 BUDGET PROCEDURE ............................................................................................................................................... 26 GENERAL FUND BUDGET FOR THE 2014-2015 FISCAL YEAR ................................................................................... 27 ECONOMIC AND DEMOGRAPHIC INFORMATION ...................................................................................... 27 LOCATION AND HISTORY ......................................................................................................................................... 27 AGRICULTURE AND FORESTRY................................................................................................................................. 27 TOURISM .................................................................................................................................................................. 28 COMMERCE AND DEVELOPMENT ............................................................................................................................. 28 CAPITAL INVESTMENT ............................................................................................................................................. 30 MAJOR EMPLOYERS ................................................................................................................................................. 31 LABOR FORCE .......................................................................................................................................................... 31 PER CAPITA PERSONAL INCOME .............................................................................................................................. 32 MEDIAN FAMILY INCOME ........................................................................................................................................ 33 RETAIL SALES .......................................................................................................................................................... 33 MEDIAN AGE AND EDUCATION LEVELS ................................................................................................................... 33 CONSTRUCTION ACTIVITY ....................................................................................................................................... 34 POPULATION GROWTH ............................................................................................................................................. 34 FACILITIES LOCATED WITHIN OR SERVING THE COUNTY ........................................................................................ 35 FINANCIAL INSTITUTIONS ........................................................................................................................................ 36 TAX EXEMPTION AND OTHER TAX MATTERS ............................................................................................ 36 OPINION OF BOND COUNSEL .................................................................................................................................... 36 INTERNAL REVENUE CODE OF 1986 ......................................................................................................................... 36 SOUTH CAROLINA TAXATION .................................................................................................................................. 37 [ORIGINAL ISSUE DISCOUNT .................................................................................................................................... 37 [PREMIUM BONDS .................................................................................................................................................... 37 LEGAL MATTERS .................................................................................................................................................. 38 BOND COUNSEL OPINION ......................................................................................................................................... 38 LITIGATION .............................................................................................................................................................. 38 UNITED STATES BANKRUPTCY CODE....................................................................................................................... 38 RATINGS ................................................................................................................................................................... 39 UNDERWRITING .................................................................................................................................................... 39 FINANCIAL ADVISOR ........................................................................................................................................... 39 CERTIFICATE CONCERNING THE OFFICIAL STATEMENT ..................................................................... 40 VERIFICATION OF MATHEMATICAL COMPUTATIONS ............................................................................ 40 CONTINUING DISCLOSURE UNDERTAKING ................................................................................................. 40 MISCELLANEOUS .................................................................................................................................................. 41 APPENDIX A - Financial Statements of the County for the Fiscal Year Ended June 30, 2013 APPENDIX B - Form of Legal Opinion APPENDIX C - Form of Continuing Disclosure Undertaking INTRODUCTION This Official Statement is provided for the purpose of furnishing certain information in connection with the public invitation for bids for the purchase of the $19,450,000* General Obligation Bonds, Series 2014A (the “Series 2014A Bonds”) and the $21,890,000 General Obligation Refunding Bonds (the “Series 2014B Bonds,” together with the Series 2014A Bonds the “Bonds”) of Beaufort County, South Carolina (the “County”). This Official Statement has been prepared under the supervision of Alicia Holland, Chief Financial Officer. The information furnished herein includes a description of the Bonds, the County and its indebtedness, tax information, economic data, financial information and other matters. Also included are certain information and data pertaining to the County and the State of South Carolina (the “State”). THE BONDS Description The Bonds will be general obligation bonds of the County; will be issuable initially in fully registered book-entry-only form in denominations of $5,000 each or any integral multiple thereof not exceeding the principal amount of Bonds maturing each year; will be numbered from R-1 upward; and when issued will be registered to Cede & Co., as nominee for DTC. The Bonds will be dated their date of delivery; will bear interest from their date at the rates shown on the inside front cover hereof payable initially on March 1, 2015, and semiannually thereafter on March 1 and September 1 of each year until they mature; and will mature on March 1 in each of the years and in the principal amount shown on the inside front cover hereof. Redemption Provisions The Bonds maturing on or prior to March 1, 2024, shall not be subject to redemption prior to their stated maturities. The Bonds maturing on or after March 1, 2025, shall be subject to redemption at the option of the County on or after March 1, 2024, as a whole or in part at any time, in such order of redemption as the County may determine, at par, plus accrued interest to the date fixed for redemption. Notice of Redemption If less than all the Bonds of any maturity are called for redemption, the Bonds of such maturity to be redeemed shall be selected by lot by the Registrar. In the event the Bonds shall be called for redemption, notice of the redemption, describing the Bonds to be redeemed, specifying the redemption date and the redemption price payable on such redemption, shall be mailed by first-class mail, postage prepaid, to the registered owner thereof not less than thirty (30) days and not more than sixty (60) days prior to the redemption date. If the Bonds to be redeemed shall have been duly called for redemption and notice of the redemption thereof mailed as aforesaid, and if on or before the date fixed for redemption, payment thereof shall be duly made or provided for, interest on the Bonds to be redeemed shall cease to accrue from and after the redemption date specified in such notice. Book-Entry-Only System Beneficial ownership interests in the Bonds will be available only in book-entry form. Beneficial owners of the Bonds (“Beneficial Owners”) will not receive physical Bonds certificates representing their interests in the Bonds purchased. So long as the Depository Trust Company, New York, New York (“DTC), or its nominee is the registered owner of the Bonds, references in this Official Statement to the Holders of the Bonds shall mean DTC or its nominee and shall not mean the Beneficial Owners. Unless 1 and until the book-entry only system has been discontinued, the Bonds will be available only in bookentry only form in principal amounts of $5,000 or any integral multiple thereof. THE FOLLOWING DESCRIPTION OF DTC, ITS PROCEDURES AND RECORD KEEPING ON BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS, PAYMENT OF INTEREST AND OTHER PAYMENTS ON THE NOTES TO DTC PARTICIPANTS (AS DEFINED HEREIN) OR TO BENEFICIAL OWNERS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS AND OF OTHER TRANSACTIONS BY AND BETWEEN DTC, DTC PARTICIPANTS AND BENEFICIAL OWNERS IS BASED ON INFORMATION FURNISHED BY DTC. Depository Trust Company. 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 certificate will be issued in the aggregate principal amount of each maturity of the Bonds, and will be deposited with DTC. DTC Participants and Indirect Participants. DTC, the world’s largest securities 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, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (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 certificated bonds. 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 a 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. Beneficial Owners. Purchases of the 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 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 Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 2 Transfers and Exchanges. To facilitate subsequent transfers, all of the 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 the 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. Notices and Other Communications. 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, tenders, defaults, and proposed amendments to the Resolution. For example, Beneficial Owners of the 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. Redemption notices shall be sent to DTC. If less than all of the Bonds of a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in the Bonds to be redeemed. Consent and Voting. Neither DTC nor Cede & Co. (nor any 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 Registrar/Paying Agent 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). Because DTC is treated as the Owner of the Bonds for substantially all purposes under the Resolution, Beneficial Owners may have a restricted ability to influence in a timely fashion remedial action or the giving or withholding of requested consents or other directions. In addition, because the identity of the Beneficial Owners is unknown to the County, to DTC or to the Registrar/Paying Agent, it may be difficult to transmit information of potential interest to Beneficial Owners in an effective and timely manner. Beneficial Owners should make appropriate arrangements with their broker or dealer regarding distribution of information regarding the Bonds that may be transmitted by or through DTC. Principal and Interest Payments. Payments of principal, interest and any redemption premiums 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 County or Registrar/Paying Agent, on the 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, the Registrar/Paying Agent or the Scool District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Registrar/Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such 3 payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. The County can give no assurance that Direct and Indirect Participants will promptly transfer payments to Beneficial Owners. A Beneficial Owner shall give notice to elect to have the Bonds purchased or tendered, through its Participant, to the Paying Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Paying Agent. The requirement for physical delivery of the Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Tender Agent’s DTC account. DTC may discontinue providing its service as depository with respect to the Bonds at any time by giving reasonable notice to the County or Registrar/Paying. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The County may decide to discontinue the 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 County and the Registrar/Paying Agent have no responsibility or obligation to the Participants or the Beneficial Owners with respect to (1) the accuracy of any records maintained by DTC or any Participant, or the maintenance of any records; (2) the payment by DTC or any Participant of any amount due to any Beneficial Owner in respect of the Bonds, or the sending of any transaction statements; (3) the delivery or timeliness of delivery by DTC or any Participant of any notice to any Beneficial Owner which is required or permitted under the Resolution to be given to Owners; (4) the selection of the Beneficial Owners to receive payments upon any partial redemption of the Bonds; or (5) any consent given or other action taken by DTC or its nominee as the registered owner of the Bonds, including any action taken pursuant to an omnibus proxy. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources the County believes to be reliable, but the County takes no responsibility for the accuracy thereof. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE HOLDER OF THE BONDS, THE COUNTY SHALL TREAT CEDE & CO. AS THE ONLY HOLDER OF THE BONDS 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 COUNTY. THE COUNTY, THE REGISTRAR AND THE PAYING AGENT HAVE NO RESPONSIBILITY OR OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT, OR THE MAINTENANCE OF ANY RECORDS; (2) THE PAYMENT BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE BONDS, OR THE SENDING OF ANY TRANSACTION STATEMENTS; (3) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE RESOLUTION TO BE GIVEN TO BENEFICIAL OWNERS; (4) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS UPON ANY PARTIAL REDEMPTION OF THE BONDS; OR (5) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE REGISTERED OWNER OF THE BONDS, INCLUDING ANY ACTION TAKEN PURSUANT TO AN OMNIBUS PROXY. 4 Discontinuance of Book-Entry-Only System. In the event that the Bonds are no longer in bookentry-only form, the certificates held by DTC or a successor securities depository will be cancelled and the County will execute and deliver the Bonds in fully registered form to the Beneficial Owners of the Bonds as shown on the records of the DTC Participants or the nominee of a successor securities depository. If no other securities depository is named, interest on the Bonds shall be payable to the Registered Owners on each interest payment date and principal of the Bonds at maturity upon presentation and surrender thereof to the Paying Agent at its corporate trust office. The Bonds would be transferable on the registration books of the County maintained by the Registrar by the registered owner in person or by his duly authorized attorney upon surrender of the Bond to be transferred together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. The Registrar will, upon receipt thereof, authenticate and deliver a new Bond or Bonds in like principal amounts as the Bond so presented. The County and the Registrar/Paying Agent will deem and treat the person in whose name each Bond is registered as the absolute owner thereof for all purposes. Purposes The Series 2014A Bonds are being issued: (i) to pay for capital improvements; (ii) to pay costs of issuance of the Series 2014A Bonds; and (iii) such other lawful purposes as the County Council shall determine. The Series 2014B Bonds are being issued to: (i) refund the outstanding amount of the County’s $24,550,000 original principal amount General Obligation Bonds, Series 2010B (Build America Bonds – Direct Payment to Issuer) dated March 10, 2010; and (ii) pay costs of issuance of the Series 2014B Bonds. Security For the payment of the principal and interest on the Bonds as they respectively mature and for the creation of such sinking fund as may be necessary therefor, the full faith, credit and taxing power of the County are irrevocably pledged and there shall be levied annually by the County auditor and collected by the County treasurer in the same manner as other County taxes are levied and collected, as tax, without limit, on all taxable property in the County sufficient to pay the principal and interest of the Bonds as they respectively mature and to create such sinking fund as may be necessary therefor. In addition, Article X of the Constitution of the State of South Carolina, 1895, as amended, provides: If at any time any political subdivision shall fail to effect the punctual payment of the principal of or interest on its general obligation debt, then, in such instance, the State Treasurer shall withhold from such political subdivision sufficient moneys from any state appropriation to which such political subdivision may be entitled and apply so much as shall be necessary to the payment of the principal and interest on the indebtedness of the political subdivision then due. 5 The following table shows the amount of such State appropriations subject to being withheld under the foregoing provisions of Article X received by the County for the last five years for which information is available and the County’s projection for 2015: Amount Received $5,549,391 5,168,424 4,993,645 5,967,844 5,992,839 6,000,000 Fiscal Year Ended June 30 2010 2011 2012 2013 2014* 2015** _________________________ * Unaudited ** Projected Authorization The Series 2014A Bonds will be issued pursuant to and in accordance with the Constitution of the State of South Carolina, 1895, as amended (the “Constitution”), and the statutes of the State, including Title 11, Chapter 27 of the Code of Laws of South Carolina, 1976, as amended; and Ordinance Nos. 2014/16 and 2014/17 duly enacted by the Beaufort County Council on June 23, 2014 (the “Series 2014A Ordinances”) authorizing the issuance and sale of the Series 2014A Bonds. The Series 2014B Bonds will be issued pursuant to and in accordance with the Constitution of the State of South Carolina, 1895, as amended (the “Constitution”), and the statutes of the State, including Title 11, Chapters 15 and 27 of the Code of Laws of South Carolina, 1976, as amended; and Ordinance No. 2013/26 duly enacted by the Beaufort County Council on September 16, 2013 (the “Series 2014B Ordinance” together with the Series 2014A Ordinances, the “Ordinance”) authorizing the issuance and sale of the Series 2014B Bonds. Initiative and Referendum Section 4-9-1220, Code of Laws of the State of South Carolina 1976, as amended (the “Code”) provides that within 60 days after the enactment of any ordinance authorizing the issuance of bonds, the repayment of which requires a pledge of the full faith and credit of a county, a petition signed by 15% of the qualified electors of the county may be filed requesting that any such ordinance be repealed. If such ordinance is not repealed, the question of repeal of the ordinance must be submitted to the electors within one year. Defeasance If all the Bonds shall have been paid and discharged, then the obligations of the County under the Ordinance and all other rights granted thereby, shall cease and determine. Bonds shall be deemed to have been paid and discharged under any of the following circumstances: (i) If a bank or other financial institution shall hold, at the stated maturities of Bonds, in trust and irrevocably appropriated thereto, moneys for the full payment thereof; or (ii) If default in the payment of the principal of Bonds or the interest thereon shall have occurred, and thereafter tender of payment shall have been made, and a bank or other financial institution shall 6 hold, in trust and irrevocably appropriated thereto, sufficient moneys for the payment thereof to the date of the tender of payment; or (iii) Payment of the principal of and interest on Bonds either (1) shall have been made or caused to be made in accordance with the terms thereof; or (2) shall have been provided for by irrevocably depositing with a bank or other financial institution in trust and irrevocably set aside exclusively for such payment, (a) moneys sufficient to make such payment, or (b) Government Obligations (as defined below) maturing as to principal and interest in such amounts and at such times as will ensure the availability of sufficient moneys to make such payment and all necessary and proper fees, compensation and expenses of such bank or other financial institution. At such time as such Bonds shall no longer be deemed to be outstanding under the Ordinance, such Bonds shall cease to draw interest from the due date thereof and, except for purposes of any such payment from such moneys or Government Obligations as set forth in (ii) above, shall no longer be secured by or entitled to the benefits of its authorizing ordinance. “Government Obligations” means any of the following: (a) direct obligations of the United States of America or agencies thereof or obligations, the payment of principal or interest on which, in the opinion of the Attorney General of the United States, is fully and unconditionally guaranteed by the United States of America; (b) non-callable, U. S. Treasury Securities - State and Local Government Series (“SLGS”); and (c) general obligation bonds of the State, its institutions, agencies, counties and political subdivisions. THE COUNTY General Description The County is located in the southeastern corner of the State of South Carolina, known as the “Lowcountry.” With a land area of approximately 637 square miles, it is bordered to the south and east by the Atlantic Ocean, to the west by Jasper County, and to the north by Hampton County and Colleton County. The County stretches nearly 30 miles along the Atlantic Ocean and includes 64 major islands and hundreds of small islands. Form of Government The County operates under the Council-Administrator form of government in accordance with Title 4, Chapter 9 of the Code of Laws of South Carolina, 1976, as amended (the “Home Rule Act”). The County Council consists of 11 members who are elected in each general election from single member districts for four year terms beginning on January 1 of the year of their election. Beginning in 1994, five members are elected in presidential election years and six members are elected in other general election years. The council elects a Chairman at its first meeting in January following the general election. 7 The members of the County Council, their occupations, the districts they represent and the years in which their present terms expire are as follows: Name D. Paul Sommerville, Chairman Stewart H. Rodman, Vice Chairman Cynthia M. Bensch Rick Caporale Gerald Dawson Brian E. Flewelling Steven G. Fobes Laura L. Von Harten William L. McBride Jerry W. Stewart Roberts “Tabor” Vaux, Jr. Occupation District Term Ends Management Consultant MCAS/Beaufort/Lady’s 12/2014 Island/Fripp Island #2 Businessman Hilton Head Island #11 12/2014 O.R. Technician Buckwalter in Bluffton #7 12/2016 Telecommunications Hilton Head Island/Bluffton #8 12/2014 Consultant Minister Sheldon/Dale/Lobeco/Burton #1 12/2016 Title Abstractor Okatie/Burton/Shell Point #5 12/2016 Retired Bank Executive Hilton Head Island #10 12/2014 Marketing/Product Dev. Town of Port Royal/Shell 12/2014 Point/Parris Island #4 Retired Public Educator Beaufort/Lady’s Island/St. 12/2016 Helena Island/ Parris Island #3 Businessman Sun City/Okatie/Pinckney 12/2014 Colony #6 Attorney Bluffton/Pritchardville/ 12/2014 Daufuskie Island #9 In addition to the County Council, the County has six other elected officials who are responsible for the duties specified in the legislation establishing their offices: Auditor, Coroner, Sheriff, Clerk of Court, Probate Judge, and Treasurer. County Employees The County Council appoints a County Administrator who serves at the pleasure of County Council and is responsible for County operations, subject to supervision of County Council. The County Administrator has the responsibility for preparing the County’s annual budget for submission to County Council prior to the beginning of each fiscal year. The County Administrator supervises the expenditure of appropriated funds. Changes in the budget in the course of the fiscal year must be approved by County Council. See “FINANCIAL AND TAX INFORMATION - Budget Procedure.” Following are brief resumes of the County Administrator and the Chief Financial Officer of the County. Gary Kubic, County Administrator. Mr. Kubic, holds a Juris Doctor degree from the University of Akron School of Law, and a Bachelor of Science degree in Business Administration from Ohio State University. Prior to coming to work for the County, Mr. Kubic was Administrator of Mahoning County, Ohio from 1993 to 2003. Prior to his tenure with Mahoning County, Mr. Kubic served the City of Youngstown for 18 years, including 8 years as Finance Director. He was appointed County Administrator in December 2003. Alicia Holland, Chief Financial Officer. Mrs. Holland is a Certified Public Accountant in the State of South Carolina. Mrs. Holland holds a Master of Accounting from Georgia Southern University and a Bachelor of Science degree in Accounting from Clemson University. Prior to coming to work for the County, Mrs. Holland was a Senior Auditor for Holland, Henry and Bromley, LLP in Savannah, Georgia from 2006 to 2010. Prior to her public accounting experience, Mrs. Holland was the Senior 8 Accountant at Beaufort Jasper Water and Sewer Authority for 3 years. Mrs. Holland joined Beaufort County’s Finance Department in April 2010. As of June 30, 2014, the County employed 1,236.09 full-time equivalent employees, consisting of: Department General Government Public Safety Public Works Public Health Public Welfare Culture and Recreation Enterprise Funds Total FTE 274.00 375.34 148.50 119.75 4.00 111.50 203.00 1,236.09 Services Provided The County provides various local services which are funded primarily from the County’s ad valorem tax levy. These services include: administrative services; judicial services; law enforcement; public works, community and human services; and other miscellaneous services. The County also collects fees and user charges to offset the cost of providing certain of these services. Services Provided by other Governmental Entities The municipalities located within the County (including the City of Beaufort, the Town of Port Royal, the Town of Bluffton, and the Town of Hilton Head Island) also provide many of the services listed above and, in some cases, additional services not provided by the County. In addition, several special purpose districts created by State legislation, some of which have taxing authority, provide certain services with funds from taxes levied and collected on their behalf by the County. Water and sewer services are provided by the Beaufort-Jasper Water and Sewer Authority and municipalities and other public service districts within the County. Fire protection is provided by organized fire districts, public service districts, voluntary firefighting units and municipal fire departments. County government does not control these separate bodies. Refuse collection is franchised to private contractors. Household garbage transfer stations are provided at various locations throughout the County. Fringe Benefits and Retirement Substantially all full-time, permanent employees of the County participate in statewide, cost sharing multiple-employer defined benefit pension plans administered by the State Retirement System. Generally all employees, with the exception of law enforcement personnel and certain others, participate in the South Carolina Retirement System (SCRS). Law enforcement personnel and certain other employees participate in the South Carolina Police Officers Retirement System (PORS). Contribution rates are actuarially established. Employees covered by SCRS contribute 7.50% of their gross salary and PORS contribute 7.85% of their gross salary. The County contributes 10.60% of the total gross salaries of employees covered by SCRS and 12.84% of the total gross salaries of employees covered by PORS. The County’s contributions to SCRS for the years ended June 30, 2014, 2013 and 2012 were $3,5221,847, $3,469,387, and $3,047,690, respectively, which are equal to the required contributions. The County’s 9 contributions to PORS for the years ended June 30, 2014, 2013, and 2012 were $2,319,786, $2,190,357, and $2,056,075, respectively, which are equal to the required contributions. Liability Insurance Subject to specific immunity set forth in the South Carolina Tort Claims Act (the “Act”), local governments including the County 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 Act. Insurance protection to units of local government is provided from either the South Carolina Insurance Reserve Fund established by the State Budget and Control Board, private carriers, self-insurance or pooled self-insurance funds. The County currently maintains liability insurance coverage with the South Carolina Insurance Reserve Fund. In the opinion of the County’s Administrator, the amount of liability coverage maintained by the County is sufficient to provide protection against any loss arising under the Act. School District The School District of Beaufort County (the “School District”) is coextensive with the County. The School District, which was established by State legislation, provides certain services with funds from taxes levied and collected for it by the County. The School District currently operates 16 elementary schools, six middle schools, four high schools, eight special schools, one charter school and one career education center. DEBT STRUCTURE Legal Debt Limit of the County Article X, Section 14 of the Constitution of the State of South Carolina, 1895, as amended (the “Constitution”), provides that counties shall 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 county without the necessity of holding a referendum. General obligation debt authorized by a majority vote of the qualified electors of the County voting in a referendum may be incurred without limitation as to amount. Title 4, Chapter 15 of the Code provides that the governing bodies of the several counties of the State 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 Constitution, bonded indebtedness of the County existing on November 30, 1977, and bonded indebtedness authorized by a majority vote of the qualified electors of the County voting in a referendum is not considered in determining the County’s 8% debt limitation. The County’s debt limitation is computed below: Assessed Value (tax year 2012) $1,646,083,656 x 8% 131,686,692 82,999,990 $ 48,686,702 Constitutional Debt Limit Outstanding Debt Subject to Limit Legal Debt Limit Without a Referendum 10 Outstanding Indebtedness The following table sets forth the amount of general obligation indebtedness of the County (including special assessment districts) at the end of each of the past five fiscal years: Year Ended June 30 2010 2011 2012 2013 2014 General Obligation Indebtedness 201,355,000 200,555,000 193,415,000 219,235,000 205,699,020 Description of General Obligation Indebtedness by Issue The following table gives specific information concerning all general obligation issues of the County outstanding as of the date hereof. Date of Interest Issue Rates 11/02/2006 3.75%-8.000% 11/30/20061 4.000%-5.000% 2 10/03/2007 4.125%-5.000% 4.000%-5.000% 11/07/20073 03/10/20104 2.500%-5.000% 5;6 03/10/2010 4.700%-5.625% 11/18/2010 2.000%-4.000% 12/28/20111 2.000%-3.500% 2.000%-4.000% 02/07/20127 09/05/20128 2.000%-5.000% 10/11/20129 3.50% 05/10/2013 3.00%-4.00% 05/10/2013 2.00%-4.00% 05/10/201310 1.50%-5.00% Total ______________ 1 Paid from a separate dedicated source of revenue 2 Debt approved by referendum 3 $8,070,404 is included in 8% debt limit 4 $10,976,178 is included in 8% debt limit 5 $14,479,590 is included in 8% debt limit 6 To be refunded with the proceeds of the 2014B Bonds 7 $5,772,034 is included in 8% debt limit 8 $8,671,196 is included in 8% debt limit 9 USDA Loan 10 $11,157,775 is included in 8% debt limit 11 Maturity Dates 03/01/2015-16 03/01/2015-16 03/01/2015-27 02/01/2015-20 03/01/2015-20 03/01/2021-29 02/01/2015-22 03/01/2015-31 03/01/2015-23 02/01/2015-25 10/11/2014-52 05/01/2014-33 05/01/2014-33 03/01/2014-26 Amount Outstanding $ 1,650,000 2,500,000 21,825,000 12,105,000 18,610,000 24,550,000 7,320,000 9,805,000 14,020,000 25,185,000 5,929,020 6,825,000 22,500,000 32,875,000 $205,699,020 Other Financial Obligations In December 2002, the County issued $40,000,000 in Tax Increment Financing Revenue Bonds for the New River TIF District (the “New River TIF Bonds”) bearing interest rates of 3.0% to 5.5% and with varying maturities through 2027. The proceeds of these bonds were used to provide infrastructure and other improvements within the New River TIF District, including buildings, which the County owns, used by both the University of South Carolina – Beaufort and the Technical College of the Lowcountry. On December 1, 2012, the County defeased all of the outstanding New River TIF Bonds. In November 2003, the County issued $23,680,000 in Tax Increment Financing Revenue Bonds for the Bluffton TIF District (the “Bluffton TIF Bonds”), bearing interest rates of 2.0% to 5.0% and with varying maturities through 2028. The proceeds of these bonds were used to pay the outstanding bond anticipation note and to provide infrastructure improvements within the Bluffton TIF District. On February 1, 2013, the County defeased a portion of the Bluffton TIF Bonds and refunded the remaining portion through a local bank as described below. The $5,685,000 Bluffton TIF Refunding Bond, Series 2013, issued by the County on February 1, 2013, bears interest at the rate of 1.42% payable semi-annually on February 1 and August 1 commencing August 1, 2013. Annual payments of principal are payable on February 1 beginning February 1, 2014, through February 1, 2019. In September 2007, the County issued a note for $1,800,000 for the balance owed for the construction of hangars at the Hilton Head Island Airport. The note is payable in quarterly payments of $31,634, including interest at 5.0% through June 2032. The County leases certain office space and machinery and equipment under cancellable operating leases. Under the terms of the lease agreements, the County’s obligation to continue rental obligations is contingent upon the continued appropriation of funds by the County for that purpose. Total rental expenses for the year ended June 30, 2014, were approximately $440,000. [Remainder of page intentionally left blank] 12 Composite Debt Service The following table sets forth the debt service requirements for all outstanding general obligation indebtedness of the County and the proposed Bonds with interest on the proposed Series 2014A Bonds estimated at a true interest cost of 2.56% and interest on the proposed Series 2014B Bonds estimated at a true interest cost of 2.49%. Calendar Year Ending December 31 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Totals Outstanding General Obligation Debt* $ 15,205,250 19,134,875 19,446,675 19,591,475 19,627,325 19,647,200 15,719,250 16,757,888 15,851,619 15,133,344 11,819,206 9,080,281 5,035,294 3,654,844 3,632,581 4,331,169 4,332,944 2,185,469 2,186,250 0 $222,372,939 Projected Principal and Interest on the Series 2014A Bonds $ 815,716 1,253,103 1,254,723 1,254,198 1,256,161 1,255,608 1,252,570 1,256,817 1,253,536 1,253,480 1,256,766 1,253,703 1,254,373 1,253,719 1,256,913 1,253,690 1,254,151 1,253,015 1,255,355 1,255,990 $24,653,587 Projected Principal and Interest on the Series 2014B Bonds $ 279,083 873,650 873,650 873,650 873,650 873,650 5,063,650 3,402,950 3,546,750 3,785,550 4,975,150 346,950 376,550 2,114,750 2,184,000 0 0 0 0 0 $30,443,633 Projected Total Debt Service $ 16,300,049 21,261,628 21,575,048 21,719,323 21,757,136 21,776,458 22,035,470 21,417,655 20,651,905 20,172,374 18,051,122 10,680,934 6,666,217 7,023,313 7,073,494 5,584,859 5,587,095 3,438,484 3,441,605 1,255,990 $277,470,159 *Excludes bonds to be refunded Totals may not add due to rounding. Excludes the 2012E Bonds purchased by the USDA with equal annual payments of $280,980.00 beginning October 11, 2013, through October 11, 2052. 13 General Obligation Debt on a Per-Capita Basis The following table sets forth the amount of general obligation indebtedness of the County for each of the past five fiscal years expressed per capita and as a percent of assessed property value: Year Ended June 30 2010 2011 2012 2013 2014 General Obligation Indebtedness $201,355,000 200,555,000 190,915,000 241,343,084 226,676,951 County Debt Per Capita1 $1,251 1,148 1,120 1,372 1,319 County Debt as % of Assessed Value 9.94% 10.16 10.25 12.64 13.77 ______________ 1 Based on U.S. Census Bureau estimates of population. Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013. Anticipated Capital Needs The County has aging facilities and equipment which are in need of repairs and replacements. These repairs and replacements are estimated to cost $17 million and require the issuance of the Bonds. Projects included in the facility repairs include roof replacements for the law enforcement and detention centers, the County’s emergency medical services facility, the Bluffton Library and several parks and leisure facilities. Equipment replacements include HVAC systems for several County libraries, the human services building, the law enforcement center, the County’s emergency medical services facility, the Hilton Head Island Government Center and two parks and leisure services facilities. In addition to roof and HVAC replacements, the proceeds of the Bonds will also replace equipment, including vehicles, for the County’s public works division, emergency medical services, and parks and leisure services. Other equipment being replaced includes public safety communication equipment and information technology equipment for the County’s network infrastructure. Issuance of the Bonds will allow the County to construct a new Animal Shelter Complex, replace field lights for our parks and leisure services and replace a deteriorating County bridge. Approximately $2,000,000 of the proceeds of the Bonds will be used for various capital projects that are part of the approved Airport Master Plan. Legal Debt Limit of Counties, Incorporated Municipalities and Special Purpose Districts Under the provisions of Article X, Section 14 of the Constitution, each incorporated municipality and special purpose district may, in such manner and upon such terms and conditions as the General Assembly shall prescribe by general law (a) incur general obligation debt authorized by a majority vote of the qualified electors thereof voting in a referendum, without limitation as to amount, and (b) incur, without an election, general obligation debt (in addition to bonded indebtedness existing on November 30, 1977, and bonded indebtedness authorized by a majority vote of qualified electors) in an amount not exceeding eight percent (8%) of the assessed value of all taxable property therein. 14 Legal Debt Limit of School Districts Article X, Section 15 of the Constitution empowers each school district of the State to incur general obligation debt in such manner and upon such terms and conditions as the General Assembly shall prescribe by law. After November 30, 1982, each school district may incur general obligation debt, upon such terms and conditions as the General Assembly may prescribe, in an amount not exceeding 8% of the assessed value of all taxable property of such school district. Bonded indebtedness existing on November 30, 1982, and bonded indebtedness authorized by a majority vote of the qualified electors of the school district voting in a referendum will not be considered in the computation of the 8% limitation. Overlapping Debt The following table sets the total amount of general obligation indebtedness of each political subdivision overlapping the County outstanding as of July 2, 2014. Political Subdivision Beaufort Co. School District General Obligation Debt $ 284,485,621 Incorporated Municipalities: City of Beaufort Town of Bluffton Town of Hilton Head Island Town of Port Royal 13,555,000 6,300,000 60,525,000 411,339 Special Purpose Districts Broad Creek PSD Fripp Island PSD Hilton Head No. 1 PSD 5,390,000 3,862,727 (F) 10,144,029 Fire Districts Bluffton Fire District Burton Fire District Lady’s Island /St. Helena Island Fire Dist. Sheldon Fire District (A) (B) (C) (D) (E) None None 5,865,000 None ________________________________________________ (A) Excludes $33,030,000 Installment Purchase Rev. Bonds outstanding Excludes $3,136,940 Hospitality & Accommodation Fee Revenue Bonds outstanding; Excludes $1,558,657 Tax Increment Bonds outstanding. (C) Excludes $9,920,000 Tax Increment Bonds outstanding. (D) Excludes $21,100,000 Hospitality fee based debt outstanding; Excludes $13,700,000 beach preservation fee based debt outstanding; Excludes $4,010,000 Tax Increment Bonds outstanding. (E) Excludes $415,465 Hospitality Fee Revenue Bonds outstanding (F) State Revolving Loan Fund Loan Source: County Auditor; South Carolina Municipal Council. (B) 15 Miscellaneous Debt Information The County has not defaulted in the payment of principal or interest, or in any other material respect, with respect to any of its securities at any time within the last 25 years, nor has the County within such time issued any refunding bonds for the purpose of preventing a default in the payment of principal or interest on any of its securities then outstanding. The County has not used the proceeds of any bonds or other securities (other than tax anticipation notes) for current operating expenses at any time within the last 25 years. CERTAIN FISCAL MATTERS Property Assessment Rates Article X of the South Carolina Constitution mandates that the assessment of all property, both real and personal, shall be equal and uniform and that the following ratios shall apply in the appropriate classifications of property: (1) (2) (3) (4) (5) (6) (7) (8) (9) Real and Personal Property of Manufacturers and Utilities – 10.5% of fair market value; Transportation Companies for Hire (railroads and pipelines) – 9.5% of fair market value; Inventories of Business Establishments – 6% of fair market value; Legal Residence and not more than five contiguous acres – 4% of fair market value; Agricultural property used for such purposes owned by individuals and certain small corporations – 4% of use value (if the property owner makes proper application and qualifies); Agricultural and timberlands belonging to large corporations (more than 10 shareholders) – 6% of use value; (if the property owner annually makes proper application and qualifies); All other real property – 6% of fair market value; and Motor Vehicles – 6.75%, decreasing to 6.0% in 2007; and All other personal property – 10.5% of fair market value. In South Carolina, 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 office of the County Treasurer. Tax bills are mailed from the County Treasurer’s office on September 30 or as soon thereafter as is practicable. Real and personal property taxes (except taxes on motor vehicles) are payable on a monthly basis and are payable on or before January 15 without penalty. A penalty of 3% is added on January 16th, an additional penalty of 7% is added on February 2nd and an additional penalty of 5% is added on February 17th, at which time the office of the County Treasurer issues orders of execution on all unpaid accounts. The County Sheriff is authorized to seize by appropriate means the personal property of a defaulting taxpayer. Thereafter, such property may be sold to satisfy unpaid personal property taxes. Delinquent taxes on real property may be collected through sale of the property by the County. 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 1995, every fourth year the County and the State are required by law to effect an appraisal of all property within the County and to implement that appraisal as a new assessment in the following year. The County 16 completed a reassessment in Fiscal Year 2013 which was implemented in Fiscal Year 2014. The next reassessment is scheduled for Fiscal Year 2018 to be implemented in Fiscal Year 2019. Regulations adopted by the DOR prior to the 1995 law and which are still in place 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 Comptroller General of the State may extend the time for assessment and collection of taxes by county officials. Unpaid taxes, both real and personal, constitute a first lien against the property taxed. The County Assessor appraises and assesses all the real property and mobile homes located within such 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 also of business equipment. Each year the DOR certifies its assessments to the County Auditors each of whom 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. State Tax Reform On June 1, 2006, the South Carolina General Assembly adopted House Bill 4449 which became Act 388 (“Act 388”), which provides, among other things, a new mechanism for the funding of a portion of school operations and a limitation on annual growth in millage levied by political subdivisions and school districts for operations. . The operating millage limits and limitations on increases in assessed value were further modified by the General Assembly in its 2011 session (the “2011 Amendments”). Sales Tax Imposition; Exemption of Owner-Occupied Property from School Operating Taxes. Pursuant to Act 388, an additional one percent sales tax will be imposed State-wide beginning on June 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 (upon which the present 5% tax will be reduced to 3% on October 1, 2006). Receipts from the new one percent sales tax must be credited to the “Homestead Exemption Fund” created pursuant to Act 388. Effective beginning with tax year 2007, all owner-occupied real property in the State will be exempted from ad valorem real property taxes levied for school district operations (the “New Homestead Exemption”). Proceeds of the sales tax deposited in the Homestead Exemption Fund will be distributed to all school districts of the State in substitution for the ad valorem real 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. As described above, the New Homestead Exemption is for owner-occupied real property. Commercial property and other non-owner-occupied residences will continue to be subject to ad valorem real property taxes, including for school district operations. See “—Local Option Sales Tax for Additional Tax Relief.” 17 Act 388 provides that reimbursement 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 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 Budget and Control Board. The aggregate amount of the reimbursement increase in any year will be distributed among the school districts of the State proportionately based on each school district’s weighted pupil units as a percentage of statewide weighted pupil units as determined annually pursuant to the State’s “Education Finance Act.” 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 real 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 selfexecuting, and will in each applicable year be subject to the appropriation of the necessary amounts by the General Assembly. Limitation on Millage Increases Act 388 also imposes a limitation on increases in millage levied for operational purposes by all political subdivisions and school districts. As of July 1, 2007, annual millage levies 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, as the case may be. This limitation does not apply to millage that is levied to pay bonded indebtedness. This limitation may be overridden by a vote of twothirds of the governing body of the political subdivision or school district, as applicable, 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 the ratification date of Act 388 for which an appropriation or a method for obtaining an appropriation is not provided by the federal or state government. 18 After giving effect to the amendments in Act No. 388 and the 2011 Amendments, the local governing body (a) may no longer override the Operating Millage rate increase limitation, except as described herein, (b) may increase the Operating Millage from a previous year (beginning in 2007) by an amount equal to (1) the percentage increase in population of the governmental unit during such previous year plus (2) the Average CPI Increase plus (3) the operating millage increase allowed by operating of clauses (1) and (2), but not imposed, for the three property tax years preceding the year to which the current limit applies, and (c) may by a two-thirds vote of the members of the local governing body increase Operating Millage above the limits described in (2) in response to the following limited events: (A) the deficiency, if any, of the preceding year; (B) any catastrophic event outside the control of the local governing body; (C) compliance with a court order or decree; (D) taxpayer closure due to circumstances outside the control of the local governing body that decreases by ten percent or more the amount of revenue payable to the taxing jurisdiction in the preceding year; or (E) 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. 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. Local Option Sales Tax for Additional Tax Relief Act 388 further authorizes the imposition within a county, subject to approval by referendum, of a local sales tax to provide additional property tax relief. The local sales tax authorized by Act 388 may only be imposed to the extent necessary to provide a 100% credit to all classes of taxable property against (a) county operating taxes, (b) school operating taxes, or (c) both, as set forth on the referendum ballot. In no event, however, may the rate of such local sales tax exceed one percent. Act 388 also provides a procedure for rescinding this local sales tax, as well as any other local sales taxes in force as of June 1, 2006. No assurance can be given that the County will not conduct such a referendum, or that such a local option sales tax will not be implemented within the County. Act 388 further provides that if a county has enacted a tax increment financing redevelopment plan, or other financing plan that relies upon property tax for its funding to retire indebtedness or pay for project costs, the rate of the local option sales tax must be set in an amount that considers the full funding for the project or retirement of indebtedness, which includes compliance with any covenants in the governing documents authorizing the indebtedness. The revenues of such tax attributable to the funding replacement for a tax increment redevelopment financing plan or other plan that relies upon property tax for its funding must be distributed by the county treasurer pursuant to Title 4, Chapter 10 of the Code of Laws of South Carolina 1976, as amended. Reassessment Valuations Limited Act 388 also provides that 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 is 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 limitations on reassessment described in this paragraph were approved in a State-wide referendum held on November 7, 2006. The 2011 Amendments further provided for an exemption from the increase in assessed value as of the date of an assessable transfer equal to 25% of the assessed value of certain real property subject to a 6% assessment ratio (generally, commercial property). 19 Homestead Exemptions -- Property Tax Relief South Carolina provides, among other exemptions, two 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 5 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. Payments in Lieu of Taxes The State of South Carolina has adopted an array of property tax inducements and incentives to promote investments and the creation of jobs. Companies making qualifying investments of $2.5 million ($1 million in some counties and for certain “brownfield” sites) or more may negotiate with the county to make payments in lieu of taxes for a period up to 30 years, which may be extended up to an additional 10 years. In the negotiated payment in lieu of tax setting, taxpayers who have assessment ratios of 10.5% may negotiate with the county for an assessment ratio as low 6% and, for enhanced investments as low as 4%. Additionally, millage rates may be fixed for the term of the payment in lieu of tax agreement or set to be adjusted every five years. For projects with qualifying investments of at least $45 million, owners of projects may 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 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; (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 contiguous counties with individual sites being determined primarily by the county in which the site is located. Payments in lieu of taxes for property located in a multi-county park may be diverted from taxing entities in the sole discretion of the county to fund uses as directed by the county governing body. In addition to the above-described incentives, under South Carolina law a county may issue special source revenue bonds or grant equivalent credits against a company’s payments in lieu of taxes in order to pay for certain infrastructure costs typically associated with the company’s new investment. Such bonds or credits are payable from, and effectively allow for the capturing of, portions of the payments in lieu of taxes payable by the company. 20 The effect of the above-described incentives is that, notwithstanding the fixed payments by the industry, the School District’s share of these payments will vary each year in accordance with the ratio its millage rates for that year bear 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 Finance Act. If the property is situated in a multi-county park (“MCP”), 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 MCP. Accordingly, a recipient of payments from an MCP is able to include only a fraction of the assessed value of property therein in calculating its debt limit. Assessed Value of Taxable Property in the County The assessed value of all taxable real and personal property (non-industrial property) and the assessed value of all real and personal industrial property in the County for each of the last five tax years are set forth below. The growth in resort and residential communities has been the principal factor in the increase in assessed valuation in the County over the period. Tax Year 2007 2008 2009 2010 2011 2012 2013 Real Assessed Market $1,452,621,579 $32,753,008,310 1,551,233,656 32,339,226,541 1,720,365,297 45,978,771,345 1,610,653,303 45,535,333,122 1,614,373,168 45,028,233,052 1,614,166,744 44,735,468,004 1,448,888,436 34,203,525,713 Personal Assessed Market $207,538,743 $2,626,086,500 243,531,884 2,212,125,019 234,553,487 2,691,291,572 222,826,243 2,522,695,723 185,451,491 2,186,088,790 210,531,440 2,692,952,990 197,195,220 2,573,431,820 Total Assessed Market $1,660,160,322 $35,379,094,810 1,794,765,540 34,551,352,560 1,954,918,784 48,670,062,917 1,833,479,546 48,058,028,845 1,799,824,659 47,214,321,842 1,824,698,184 47,428,420,994 1,646,083,656 36,776,957,533 ______________ Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013, except for tax year 2013, the County Auditor. Exempt Manufacturing Property in the County Article X, Section 3 of the Constitution provides that all new manufacturing establishments located in any county after July 1, 1977, and all additions (in excess of $50,000) to existing manufacturing establishments are exempt from ad valorem taxation for five years for county taxes only. No exemption is granted from school or municipal taxes, although municipal governing bodies may by ordinance grant a similar exemption to manufacturing establishments. Presently there is no exempt manufacturing property located in the County. 21 Tax Rates The millage assessed for County operations and debt service in each of the last five tax years is set forth below: 2011 2012 2013 2014 2010 Operations 40.21 40.21 40.21 40.21 46.48 Debt Service 4.57 4.57 4.57 4.44 5.48 Real Property Program 2.76 2.76 2.76 3.87 4.90 Total 47.54 47.54 47.54 48.52 56.86 ______________ Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013, except 2014, the County Auditor. Tax Collection Procedure In the County, taxes are collected for County and school purposes as a single tax bill which must be paid in full by the individual taxpayer. Taxes are collected on a calendar year basis. Real and personal property taxes in the County are payable on or before January 15 of each year for the prior tax year with the exception of taxes on motor vehicles. All personal property taxes on motor vehicles are due on or before the last day of the month in which the license tag for motor vehicles expires. If real property taxes are not paid on or before January 15, a penalty of 3% is added; if not paid by February 2, an additional penalty of 7% is added; if not paid on or before February 17, an additional penalty of 5% is added and taxes go into execution. Unpaid taxes, both real and personal, constitute a first lien against the property. The County Treasurer is empowered to seize and sell so much of the defaulting taxpayer’s estate -- real and personal or both -- as may be sufficient to satisfy the taxes. Act 388 permits counties to allow real property taxpayers to elect to pay their taxes in six installments each year for tax years beginning after 2006. Tax Collections for Last Five Years The following table shows operational, general fund, debt service fund, real property program and solid waste / recycling fund taxes levied (adjusted to include additions, abatements, and nulla bonae) for the County, taxes collected as of June 30 of the year following the year in which the levy was made, and the amount of delinquent taxes (which taxes include taxes levied in prior years but collected in the year shown) and the percentage of taxes collected for the last five fiscal years. Current Delinquent Total Adjusted Current Taxes Percentage Taxes Percentage Fiscal Tax Levy Collected Collected Collected Collected Year 2010 $81,772,052 $79,374,355 97.1% $1,305,354 98.7 2011 85,105,603 82,724,674 97.2 1,451,021 98.9 2012 85,514,629 83,110,564 97.2 1,463,404 98.9 2013 88,456,976 85,269,158 96.4 --96.4 2014 88,695,166 86,576,563 96.5 --96.5 ______________ Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013, except 2014, the County Treasurer. 22 Ten Largest Taxpayers The ten largest taxpayers in the County for tax year 2013 (the latest year for which such information is available), their assessed values, and the total amount of taxes paid by each are shown below. Assessed Value $21,437,490 19,965,370 10,046,500 4,764,090 4,260,000 3,769,970 3,421,780 3,669,380 2,484,570 1,877,630 Taxpayer South Carolina Electric & Gas Co Marriott Ownership Resorts Inc Palmetto Electric Cooperative Inc Columbia Properties Hilton Head LLC SCG Hilton Head Property LLC Bluftton Telephone Company Inc Hargray Telephone Company Inc Sea Pines Resort LLC COROC/Hilton Head LLC Preserve at Port Royal LLC ________________________ Source: County Treasurer Taxes Paid $5,072,744.18 4,193,836.14 2,102,558.05 1,063,227.15 928,580.69 810,589.16 689,959.94 660,831.15 535,714.62 484,567.72 Vehicle License Fees The County has imposed a vehicle license fee since January 1, 1994. Collections of the fee for the past five fiscal years are as follows: Fiscal Year 2010 2011 2012 2013 2014 Collections $1,238,427 1,326,486 1,312,538 1,344,781 1,531,487 _________________ Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013, except 2014, the County Finance Department County Investment Policy Pursuant to Section 6-5-10 of the Code of Laws of South Carolina, 1976, as amended, the County Treasurer may invest money subject to his control and jurisdiction in the following types of investments: (1) (2) (3) (4) Obligations of the United States and agencies thereof; General obligations of the State of South Carolina or any of its political units; Savings and Loan Associations to the extent that the same are insured by an agency of the federal government; Certificates of deposit where the certificates are insured by an agency of the federal government or, if not so insured, are collaterally secured by securities of the type described in (1) and (2) 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; 23 (5) (6) Repurchase agreements when collateralized by securities as set forth in Section 6-5-10; and 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 the 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 (1), (2), and (5) above, 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. In addition to these investments, the State has established a South Carolina Pooled Investment Fund into which any county treasurer may deposit public moneys in excess of current needs. The State Treasurer may invest the moneys of the fund in the same types of investments provided for in Section 6-5-10 above (as well as those permitted in Sections 11-9-660 and 11-9-661) and then may sell to all political subdivisions of the State participation units in the fund which shall be legal investments for the subdivisions in addition to the investments and deposits authorized in the sections detailed herein. [Remainder of page intentionally left blank] 24 FINANCIAL AND TAX INFORMATION Five Year Summary of General Fund Operations The following table sets forth a summary of the County’s General Fund operations for the fiscal years ended June 30, 2010 through June 30, 2013 and unaudited June 30, 2014. 2010 2011 2012 2013 2014 (unaudited) Revenues Property Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Miscellaneous Total Revenues $ 72,781,606 $ 73,219,927 $ 2,406,781 2,324,230 7,840,690 7,209,034 10,871,664 10,961,275 1,114,192 836,282 535,064 172,209 784,642 822,243 $ 96,334,639 $ 95,545,200 $ 72,841,399 2,940,210 7,020,187 11,255,830 837,774 197,644 486,578 95,579,622 $ 72,758,007 $ 75,976,231 2,816,396 2,924,767 7,821,442 8,087,992 11,734,648 11,596,690 748,503 784,462 92,665 65,286 594,964 461,018 $ 96,566,625 $ 99,896,446 Expenditures Current General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Capital Projects Total Expenditures $ 22,193,897 $ 20,213,595 $ 39,621,813 39,495,314 14,911,639 14,007,631 5,149,329 47,066,677 871,631 872,652 13,067,668 12,028,494 1,979,091 1,791,834 $ 97,795,068 $ 93,116,197 $ 19,274,402 40,764,933 13,098,522 4,119,915 789,041 10,599,184 1,115,611 89,762,608 $ 19,541,629 $ 19,782,832 41,575,053 43,655,054 13,675,578 14,070,798 4,138,661 3,152,669 701,540 994,097 11,020,381 11,490,620 1,704,091 4,189,127 $ 92,356,933 $ 97,335,197 Excess Revenues Over (Under) Expenditures $ (1,460,429) $ 2,429,003 $ 5,817,014 $ 4,209,692 $2,561,249 $ 2,754,899 $ (3,993,821) 1,428,892 $ 1,175,401 (3,378,949) (3,370,146) $ 1,656,696 (3,987,127) $1,249,589 (3,549,094) $ (1,238,922) $ (1,950,057) $ (2,194,745) $ (2,330,431) (2,299,505) Other Financing Sources (Uses) Transfers In Transfers Out1 Total Other Financing Sources (Uses) Net Change in Fund Balance Prior Period Adjustment Fund Balance Beginning of Year Fund Balance End of Year (2,699,351) --- 478,946 --- 3,622,269 --- $ 20,940,144 $ 18,240,793 $ 18,719,739 $ 18,240,793 $ 18,719,739 $ 22,342,008 1,879,261 --- --$ 22,342,008 $ 24,221,269 261,744 $24,221,269 $24,483,013 Source: Beaufort County Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2013, except unaudited 2014, from the County Finance Department. 1 General operating funds that are transferred to special funds thereby restricting their uses. 25 Financial Statements The financial statements of the County for years ended June 30, 2010, 2011, 2012 and 2013 have been audited by Elliott Davis, LLC. A portion of the audited financial statements of the County for the year ended June 30, 2013, is attached to this Preliminary Official Statement as Appendix A. Copies of complete audited financial statements for the year ended June 30, 2013, and prior years are available for inspection at the County offices. Budget Procedure The Constitution provides that each county shall prepare and maintain annual budgets which provide for sufficient income to meet its estimated expenses for each year. Whenever ordinary expenses of a county for any year shall exceed the income, the governing body of the county is required to provide for levying a tax in the ensuing year sufficient, with all other sources of income, to pay the deficiency in the preceding year, together with the estimated expenses for the ensuing year. These requirements generally have been interpreted so as to allow for payment of expenses from funds on hand or transfers, to the extent such funds are available for such purposes. The Home Rule Act provides that the fiscal year for county governments begins on July 1 of each year and ends on June 30 of the following year. The County Council is required to adopt annually, prior to the beginning of each fiscal year, operating and capital budgets for the operation of county government. The budgets must identify the sources of anticipated revenue including taxes necessary to meet the financial requirements of the budgets adopted. In the County, the County Administrator is responsible for submitting prior to June 1, a proposed operating and capital budget for the fiscal year commencing July 1. The Council shall provide for the levy and collection of taxes necessary to meet all budget requirements except as provided for by other revenue sources. After County Council legally enacts operating and capital budgets through passage of an ordinance, the County Administrator, or his designee, is authorized to transfer funds among operating accounts or among capital accounts within a department. The County may make supplemental appropriations which shall specify the source of funds for such appropriations. A supplemental appropriation is defined as an appropriation of additional funds which have come available during the fiscal year and which have not been previously obligated by the current operating or capital budget. 26 General Fund Budget for the 2014-2015 Fiscal Year The following is a summary of the General Fund Budget of the County for the fiscal year ending June 30, 2015. 2014-2015 Revenues Property Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Miscellaneous Other Financing Sources Total Revenues $76,679,000 2,789,000 7,865,416 10,102,715 633,642 27,085 226,136 (2,231,250) $96,091,744 Expenditures General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Capital Projects Total Expenditures $19,209,203 46,677,480 14,547,196 3,291,903 926,088 11,360,063 829,811 $96,841,744 The difference of $750,000 between Revenue and Expenditures will come from fund balance ECONOMIC AND DEMOGRAPHIC INFORMATION Location and History The County is located in the southern coastal area of South Carolina known as the “Lowcountry.” The County is bordered on the east by the Atlantic Ocean, on the north by Colleton County, and on the west by Hampton and Jasper Counties. It includes more than 60 small islands designated as “sea islands,” the largest of which are connected by highway bridges. The County was formed in 1769, and has a land area of 587 square miles. The County is one of the fastest growing in South Carolina. The County seat is the City of Beaufort. Since the 1600’s, agriculture has played an important role in the economy of the Lowcountry. Currently, however, the Lowcountry generally and the County, specifically, although farming and timber are still present, have significantly diversified their economic base. Agriculture and Forestry Only 12 percent of the County’s land is used for agriculture. In 2007, the County ranked last in the State in production of hay. Preliminary cash receipts for crop and livestock production in the County in 2007, the latest year for which information is available, amounted to $7,099,000, including crops at $5,553,000 and livestock and livestock products at $1,546,000, according to the Department of Applied Economics & Statistics at Clemson University and the South Carolina Agricultural Statistics Service. 27 About 33% of the County’s land is forested, and the County ranks 40th among the State’s 46 counties in delivered value of timber. The delivered value of harvested timber sold in 2011, the latest year for which information is available, was $6,738,692. Tourism In 2012, tourists spent approximately $1,081.35 million in Beaufort County, according to a report by the U.S. Travel Association to the South Carolina Department of Parks, Recreation and Tourism entitled “The Economic Impact of Travel on South Carolina Counties 2012.” In 2012, tourism was responsible for $204.17 million in payroll, 12,210 jobs, and $33.33 million in local tax receipts in the County. With respect to total expenditures, employment and local tax receipts, the County ranked third in the State, behind only Horry County (where Myrtle Beach is located) and Charleston County. With respect to payroll, the County ranked fourth in the State, behind only Horry County, Charleston County and Greenville County. Almost 10% of the total amount spent by tourists in all of South Carolina’s 46 counties in 2012 was spent in the County. Commerce and Development The County is a center for tourism, recreation, retirement, associated services, and the military. Beaufort County is also the ideal location for business and industry. With locational proximity between two growing ports for shipping and receiving, and access to major transportation corridors and railways, movement of goods and products within our region rivals those in other parts of the nation. Beaufort County is competitively positioning to pursue business and industry in target clusters of healthcare and biomedical, back office and information technology, light manufacturing, and logistics and distribution. Hilton Head Island, Fripp Island and Hunting Island are all located in the County. Interstate Highway I-95, a major north-south artery from Maine to Florida, runs just a few miles outside the County and has helped promote the development of both the business and tourism industry significantly. Fourlane highways, U.S. Highway 21 and Highway 170 connect Beaufort County to I-95 and U.S. 278 to Hilton Head Island. CareCore National, a specialty benefit management company, managing the quality and use of outpatient diagnostic and cardiac imaging, cardiac implantable devices, oncology drugs and therapeutic agents, radiation therapy, sleep, pain and lab services, located its call center operations in the County in 2005 creating more than 258 jobs. In November 2008, CareCore announced its $4.4 million dollar investment to expand its Bluffton facilities and established its corporate headquarters, estimated to generate 125 additional jobs in the County. In 2006, Greenline Industries a leading supplier of custom veneer and high-end architectural plywood located a branch of its Canada-based manufacturing operation in Beaufort County creating nearly 30 new jobs . Local employees produce 800-1,000 sheets of plywood per day. In May 2014, Beaufort County Council approved a $50,000 performance-based, forgivable loan to support the company’s nearly $1,000,000 investment to grow a new product line and will be used to create 18 new jobs and to purchase new equipment. Major residential developments in southern Beaufort County include Sun City Hilton Head, a 5,000-acre community with more than 4,000 homes and about 8,000 residents within the County. The County portion of the community is built out. The community will expand into a neighboring county in order to more than double its current number of homes. Sun City Hilton Head, a Del Webb / Pulte Homes senior community, has a significant economic impact. It has created more than 1,000 permanent jobs, 28 will increase the County’s tax base by 25 percent over the next five years, and was the spark for the increased commercial construction along the U.S. 278 Corridor, including a Target store, Wal-Mart Superstore, Home Depot and several major supermarkets. Additional developments in the southern part of the County include Spring Island, Callawassie Island, Colleton River Plantation, Palmetto Bluff, Belfair and Westbury Park. In northern Beaufort County, communities continue to develop on Lady’s Island, Cat Island, Dataw Island, Bray’s Island and in Habersham and throughout the City of Beaufort. Hilton Head Island is a major destination for tourists and anchors tourism in the region to the rest of the world. As such, several hotels and resorts embarked upon multi-million dollar projects to improve and expand existing facilities and properties. The Inn at Harbour Town recently completed a multi-million dollar renovation of all its guest rooms, common areas and meeting space. The Beach House, a Holiday Inn Resort, also recently complete a multi-million dollar revitalization, which resulted in the facility’s status being upgraded to the new boutique family of hotels known as The Beach House. Several other establishments are following suit, as The Sonesta Resort Hilton Head Island, The Westin Hilton Head Resort & Spa, Omni Hilton Head Oceanfront Resort, Sea Pines, and Hilton Head Marriott Resort and Spa have all announced plans to upgrade facilities amounting in tens of millions of dollars’ worth of upgrades. Other Hilton Head Island improvements include a $13 million investment by the town to convert the existing enclosed Coligny Mall into an open-air mixed-use development containing retail, restaurant and residential components, as well as a community park. The Shelter Cove Mall is presently being redeveloped. The plan includes a lifestyle shopping and dining facility as well as residential and waterfront redevelopment of the Shelter Cover Park area. The retail center is anchored by the two existing Belk stores. The remaining commercial space is being redeveloped to include a Kroger grocery store plus a mix of retail, restaurant and shops. The proposed residential use includes apartments. RBC Bank and Boeing will invest more than $25 million over the next five years in what’s now known as the RBC Heritage, a major golf tournament that’s been played on Hilton Head Island since 1969. However, the tournament is more than just a round of golf on Harbour Town Golf Links. The tournament is transmitted around the globe and the exposure translates into a stream of tourism and sales that fuels the economics of the Lowcountry and the entire state of South Carolina. A 2010 Clemson Economic Impact Study said the tournament infuses $81 million into the state each and every year. The Port of Port Royal, the former break-bulk cargo port of the South Carolina State Ports Authority, is located in the County. The State is currently seeking to sell the 52 acres formerly occupied by the port at the waterfront edge of downtown Port Royal to a developer who would transform the property into a mixed-use commercial and residential development. In June 2014, the State passed legislation forcing the sale of the former Port of Port Royal by the end of June 2015 or it will be put up for auction. In either case, the real estate must be sold for 80% or more of the appraised value. The land was appraised at $22.5 million a year ago. The U.S. Marine Corps Recruit Depot at Parris Island, the Marine Corps Air Station-Beaufort, and the Beaufort Naval Hospital are all located within the County. These locations have benefited by the Department of Defense closing certain other military bases in the nation. In 2014, the local population of the Department of Defense at the Recruit Depot alone was 1,505 Marines, 5,846 recruits (20,000 annually), and 881 civilians. In 2009, Beaufort City Council signed a resolution supporting the Department of Defense’s proposal to locate up to 11 joint strike fighter jets at the Air Station beginning in 2013. The Air Station began receiving the first F-35s in 2014. 29 University of South Carolina – Beaufort (“USCB”), the Lowcountry’s regional senior campus of the University of South Carolina, is located in the County. In 2013, USCB’s Small Business Development Center, a free consulting service for entrepreneurial start-ups, helped 12 new businesses get started, helped save or create 107 local jobs and provided $8,330,810 in capital formation. Capital Investment The following table sets forth the total announced capital investment for new and expanded industry within the County for the last five years for which information is available. Year 2009 2010 2011 2012 2013 New Investment $5,969,000 50,000 ----14,000,000 New Employment 50 10 ----354 Source: South Carolina Department of Commerce and the Lowcountry Economic Network The totals in the previous table include the following companies and projects in which the South Carolina Department of Commerce played a major role. Year 2009 2009 2010 2013 2013 Company confidential Plumm Design Blasch Precision Ceramics EcoDual Inc. DUER High Performance Composites Industry Distribution Manufacturing Manufacturing Manufacturing Manufacturing 30 Project Type Expansion New New New New Investment 2,769,000 3,200,000 50,000 13,000,000 1,000,000 Jobs 0 50 10 307 47 Major Employers The following table shows the largest employers located within the County and the type of business for each: Name Department of Defense Beaufort County School District Beaufort Memorial Hospital Beaufort County Marine Corps Community Services Hilton Head Health System Sea Pines Resort Care Core National, LLC Wal-Mart Stores University of South Carolina Beaufort Type of Business Military Education Healthcare Local Government Military Healthcare Tourism Healthcare Retail Education Employees 7,352 3,159 1,404 1,128 789 700 479 419 400 389 Percentage of Total County Employment 12.2% 5.3 2.3 1.9 1.3 1.2 0.8 0.7 0.7 0.6 Source: Beaufort County Comprehensive Annual Financial Report for the year ended June 30, 2013. Labor Force The composition of the nonagricultural civilian labor force working in the County (regardless of place of residence), for the last five years for which information is available, is as follows: Sector Manufacturing Non-Manufacturing Construction & Mining Transportation and Public Utilities Wholesale and Retail Trade Information Finance, Insurance, and Real Estate Services (including Agricultural Services) Government TOTAL 2008 1,243 2009 1,002 2010 914 2011 941 2012 1,004 7,131 1,264 12,122 1,039 11,483 40,416 20,983 96,093 5,988 1,112 11,563 969 11,334 38,880 20,519 91,367 5,337 1,144 11,065 1,010 9,917 38,549 19,859 88,795 5,056 1,075 11,480 1,034 10,822 39,047 19,757 89,212 5,039 1,164 11,967 746 11,071 40,414 20,139 91,544 Source: South Carolina Department of Employment and Workforce Notes: Totals may not add due to rounding. The labor force participation rate of residents of the County (regardless of place of employment) for the past five years is as follows: Civilian Labor Force Employment Unemployment 2009 63,014 57,428 5,586 2010 63,578 57,868 5,710 2011 62,320 56,631 5,689 Source: South Carolina Department of Employment and Workforce 31 2012 63,409 58,357 5,052 2013 64,313 59,932 4,381 Unemployment Rate The average unemployment rate in the County for each of the last 12 months for which data is available is shown below. Unemployment Rate 7.6% 7.2 7.4 6.6 6.3 5.9 5.6 5.9 4.6 4.8 4.5 4.9(P) Date June 2013 July 2013 August 2013 September 2013 October 2013 November 2013 December 2013 January 2014 February 2014 March 2014 April 2014 May 2014 (P) Preliminary Source: U.S. Department of Labor, Bureau of Labor Statistics The average unemployment rate in the County for each of the last five years is shown below. For comparison information for the State and the United States is shown. Year 2009 2010 2011 2012 2013 County 8.9% 9.0 9.1 8.0 6.8 State 11.4% 11.1 10.3 9.0 7.6 U.S. 9.3% 8.9 8.3 8.1 7.4 Source: U.S. Department of Labor, Bureau of Labor Per Capita Personal Income Beaufort County’s per capita income has remained above state and national levels from 1996 to 2011. The County ranked first in the State in per capita personal income in 2011, the last year for which data is available. The per capita personal income in the County, the State and the United States for each of the last five years for which information is available is shown below. Year 2008 2009 2010 2011 2012 County $43,770 41,935 39,713 41,978 42,852 State $33,157 32,376 32,688 34,183 35,056 Source: U.S. Bureau of Economic Analysis 32 United States $40,873 39,357 40,163 42,298 43,735 Median Family Income The table below shows the median family income for a family of four in the County, State and the United States for the last five years: Year 2010 2011 2012 2013 2014 County $66,400 68,900 69,800 67,000 63,400 State $55,700 55,100 55,800 55,000 54,300 United States $64,400 64,200 65,000 64,400 63,900 Source: U.S. Department of Housing and Urban Development Retail Sales The following table shows the level of gross retail sales for businesses located in the County: Calendar Year Ended December 31 2008 2009 2010 2011 2012 Total Retail Sales $3,713,434,874 3,360,545,855 3,097,165,507 3,541,424,529 3,730,961,886 Source: South Carolina Department of Revenue Median Age and Education Levels In 2000, the County ranked second in the State with 33.2% of its population 25 years or older holding a bachelor’s degree or equivalent. The following table illustrates the changes in the median age of the County and the percentage of the population 25 years old and older with a bachelor’s degree or higher from Census 2000 to Census 2010. Median age and education statistics for the State and the United States are included for comparison purposes. Median Age (in years) Percentage over 25 with bachelor’s degree County South Carolina United States County South Carolina United States 2000 35.8 35.4 35.3 33.2% 20.4% 24.4% 2010 40.6 37.9 37.2 36.8 24.2 28.0 ____________________ Source: U.S. Department of Commerce, Bureau of the Census 33 Construction Activity The following table shows the approximate number of residential and building permits issued by the County and the approximate cost of construction represented by those permits in each of the last five complete years for which information is available. New construction has, of course, been affected by general economic conditions in the United States affecting real estate activity. Residential Year Permits Construction Cost 2009 191 $ 66,086,000 2010 144 57,951,000 2011 164 63,759,000 2012 210 78,394,000 2013 255 107,168,000 __________________ Sources: County Building Inspector Non-residential Permits Construction Cost 12 $ 9,060,000 24 26,866,000 24 22,584,000 7 12,534,000 12 12,767,000 Total Permits Construction Cost 203 $ 75,146,000 168 84,817,000 188 86,343,000 217 90,928,000 267 119,935,000 Population Growth The following table shows population information for the County for the last four decades for which census figures are available. 1980 1990 2000 2010 2013* Beaufort County Population % change 65,364 8% 86,425 32 120,937 40 162,233 33 171,838 6 South Carolina Population % change 3,121,820 21% 3,486,703 12 4,012,012 15 4,625,364 15 4,774,839 3 United States Population % change 226,545,805 11% 248,709,873 10 281,421,906 13 308,745,538 10 316,128,839 2 *Estimate Source: U.S. Department of Commerce, Bureau of the Census, Population Division. The following table shows the 2000 Census population, 2010 Census population and 2013 estimated population of all incorporated municipalities located within the County: Municipality City of Beaufort Town of Bluffton* Town of Hilton Head Island Town of Port Royal* 2000 Census 12,950 1,275 33,862 3,950 2010 Census 12,361 12,530 37,099 10,678 *A portion of this growth is due to annexation. Source: U.S. Department of Commerce, Bureau of the Census, Population Division. 34 2013 Estimate 12,967 13,606 39,412 11,542 Facilities Located Within or Serving the County Transportation. Three U.S. Highways run through the County. U.S. 17 runs north-south along the coast, connecting the County with Charleston to the north and Savannah, Georgia to the south. U.S. 21 connects U.S. 17 with the City of Beaufort, several islands in northern Beaufort County, and the furthest east point in the County: Hunting Island State Park. U.S. 278 connects U.S. 17 with southern Beaufort County, including Hilton Head Island. The County is served by approximately 133 motor freight carriers. Rail facilities are provided in the County by CSX Railroad which interfaces with Port Royal Railroad at Yemassee, and Amtrak provides passenger service. There are two airports located in the County, the Beaufort County Airport, on Lady’s Island, and the Hilton Head Island Airport. The Hilton Head Island facility is currently serviced by USAir from Charlotte and American Eagle from Raleigh/Durham. The terminal at the Hilton Head Island Airport was completed in November 2002. The Beaufort County Airport is maintained for general aviation service only. Hospital Facilities. Beaufort Memorial Hospital (“Beaufort Memorial”) is a non-profit hospital accredited by the Joint Commission on Accreditation of Healthcare Organizations for 197 beds (169 acute, 14 rehab and 14 mental health). It employs 1,200 people, including a medical staff of more than 150 physicians, 100 percent of whom are board-certified. The main hospital is located in the City of Beaufort. Beaufort Memorial’s cancer center in the Town of Port Royal is affiliated with Duke University. Beaufort Memorial’s clinic in the Town of Bluffton includes doctors’ offices, laboratory, x-ray and health education programs. Hilton Head Regional Hospital, within the Town of Hilton Head Island, has 85 staffed beds, including 61 acute care units, 20 intensive care units and 4 post-partum units. A U.S. Naval Hospital is also located within the County which has 49 staffed beds and 5 intensive care unit beds. Recreation. Hunting Island State Park (“Hunting Island”) is located in the County. Hunting Island is South Carolina’s most popular state park, attracting more than a million visitors each year. The 5,000acre park includes five miles of beach, thousands of acres of marsh, tidal creeks and maritime forest, a saltwater lagoon and ocean inlet. Amenities include a fishing pier and some of the state’s most desirable campsites and cabins, some of which were built by the Civilian Conservation Corps in the 1930s. The park also includes South Carolina’s only publicly accessible historic lighthouse. Dating from the 1870s, the Hunting Island Lighthouse is 170 feet tall. Higher Education. University of South Carolina – Beaufort (“USCB”), the Lowcountry’s regional senior campus of the University of South Carolina, is located in the County. USCB itself has two campuses in the County: one in the City of Beaufort, and the other in the Town of Bluffton, near Hilton Head Island. USCB offers baccalaureate degrees and provides local access to graduate courses and programs through the USC Extended Graduate Campus. USCB had a Fall 2013 headcount enrollment of 1,724 students. Technical College of the Lowcountry, a public two-year institution, has two campuses in the County: one in the City of Beaufort, the other in the Town of Bluffton. It also has field education offices at the Marine Corps Air Station and Parris Island Marine Recruit Depot. Technical College of the Lowcountry offers more than 70 degree, diploma, or certificate programs, and is fully accredited by the Commission on Colleges of the Southern Association of Colleges and Schools (SACS). It had a Fall 2013 headcount enrollment of 2,427 students. 35 Webster University, a private graduate institution, has three campuses in the County: at the Beaufort Naval Hospital, Marine Corps Air Station, and Parris Island Marine Recruit Depot. Each location offers Masters in Business Administration degrees as well as master’s degrees in other subject areas. Financial Institutions According to the Federal Deposit Insurance Corporation, as of June 30, 2013, there were 64 branches of commercial banks and 8 branches of savings institutions in the County, with total deposits of $3,309,819,000 on at all financial institutions. The continuing reorganization of the banking system in the United States, with its attendant mergers and consolidations, is likely to affect the total number of branch offices in the County. TAX EXEMPTION AND OTHER TAX MATTERS Opinion of Bond Counsel Certain legal matters with regard to the issuance of the Bonds are subject to the approval of McNair Law Firm, P.A., Columbia, South Carolina, Bond Counsel, whose approving opinion will be available at the time of the delivery of the Bonds. The proposed form of Bond Counsel’s opinion appears as Appendix C to this Official Statement. Internal Revenue Code of 1986 The Internal Revenue Code of 1986, as amended (the “Code”) includes provisions that relate to tax-exempt obligations, such as the Bonds, including, among other things, permitted uses and investment of the proceeds of the Bonds and the rebate of certain net arbitrage earnings from the investment of such proceeds to the United States Treasury. Noncompliance with these requirements may result in interest on the Bonds becoming subject to federal income taxation retroactive to the date of issuance of the Bonds. The County has covenanted to comply with the requirements of the Code to the extent required to maintain the exclusion of interest on the Bonds from gross income for federal tax purposes. Failure of the County to comply with the covenant could cause the interest on the Bonds to be taxable retroactively to the date of issuance. The Code imposes an alternative minimum tax on a taxpayer’s alternative minimum taxable income. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Bond Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Bonds. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal or State income taxation, or otherwise prevent the holders thereof from realizing the full current benefit of the tax-exempt status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Bonds and could also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or 36 litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. South Carolina Taxation The interest on the Bonds is exempt from all State taxation except estate or other transfer taxes. Section 12-11-20 of the South Carolina Code of Laws of 1976, as amended, imposes upon every bank engaged in business in the State a fee or franchise tax computed at the rate of 4-1/2% of the entire net income of such bank. Regulations of the South Carolina Department of Revenue require that the term “entire net income” includes income derived from any source whatsoever including interest on obligations of any state and any political subdivision thereof. Interest on the Bonds will be included in such computation. [Original Issue Discount Under existing laws, regulations, rulings and judicial decisions the excess, if any, of the principal amount payable at the scheduled maturity date of the Bonds of any maturity over the initial public offering prices of such Bonds (“Discount Bonds”) constitutes original issue discount that is excludable from gross income for federal income tax purposes to the same extent as interest on the Bonds. For purposes of the preceding sentence, the “initial public offering price” refers to the initial offering price to the public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Bonds of such a maturity was sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compounded basis. The amount of original issue discount that accrues to an owner of a Bond during any accrual period generally equals (i) the issue price of such Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii) any interest payable on such Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excluded from gross income for federal income tax purposes, and will increase the owner’s tax basis in such Bond. Any gain realized by an owner from a sale, exchange, payment or redemption of a Bond will be treated as gain from the sale or exchange of such Bond. Purchasers of Discount Bonds should consult their own tax advisors with respect to the determination and treatment of original issue discount for federal income tax purposes, and with respect to the state and local tax consequences of owning Discount Bonds.] [Premium Bonds Certain of the Bonds have been sold at public offering prices which are greater than the amount payable at maturity (“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 Premium Bonds. A purchase of Premium Bonds must authorize any premium over such Bonds’ 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 37 determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning such Premium Bonds.] LEGAL MATTERS Bond Counsel Opinion The issuance of the Bonds is subject to the favorable opinion of McNair Law Firm, P.A., Bond Counsel, as to the validity of the issuance of the Bonds under the Constitution and laws of the State of South Carolina. The proposed form of Bond Counsel’s opinion appears as Appendix C to this Official Statement. The McNair Law Firm, P.A., has assisted the County by compiling certain information supplied to them by the County and others and included in this 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 McNair Law Firm, P.A., will be limited solely to the legality and enforceability of the Bonds, and no opinion will be given with respect to this Official Statement. Litigation There is no controversy or litigation of any nature now pending or, to the knowledge of the County, threatened to restrain or enjoin the issuance, sale, execution or delivery of the Bonds or the levy and collection of taxes to pay the Bonds; or questioning the proceedings or authority pursuant to which the Bonds are issued and taxes levied; or questioning or relating to the validity of the Bonds, or contesting the corporate existence of the County or the titles of its present officers to their respective offices. The absence of such litigation will be confirmed at the time of delivery of the Bonds. United States Bankruptcy Code This undertaking of the County 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; 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. 38 RATINGS Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (collectively, the “Rating Services”) have assigned their municipal bond ratings of “Aa1” and “AA+” respectively, to the Bonds. Such ratings reflect only the views of the Rating Services and an explanation of the significance of such ratings may be obtained from the Rating Services. The County has furnished to the Rating Services certain information and materials respecting the County and the Bonds. Generally, the Rating Services 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 Services, 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 County for resale by ______________ (the "Underwriter"). The Underwriter has agreed, subject to certain conditions, to purchase the Bonds for _________________. The initial public offering prices of the Bonds as shown on the inside front cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may also allow a concession from the public offering prices to certain dealers. If all of the Bonds are sold at the public offering yields as set forth on the inside front cover of this Official Statement, the Underwriter anticipates a total selling compensation of $______________. The Underwriter has received no fee from the County for underwriting the Bonds. FINANCIAL ADVISOR First Southwest Company (“FirstSouthwest”) is acting as Financial Advisor (the “Financial Advisor”) to the County in connection with the issuance of the Bonds. The Financial Advisor’s fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. FirstSouthwest, in its capacity as Financial Advisor, has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies or rating agencies. FirstSouthwest has provided the following for inclusion in this Official Statement. FirstSouthwest has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the County with respect to the issuance of the Bonds, but the Financial Advisor does not guarantee the accuracy or completeness of such information. FirstSouthwest has or may have other business relationships with the County from time to time and may be acting in capacities other than as a financial advisor. The participation of FirstSouthwest should not be seen as a recommendation to buy or sell the Bonds, and investors should seek the advice of their accountants, lawyers and registered representatives for advice as appropriate. 39 CERTIFICATE CONCERNING THE OFFICIAL STATEMENT Concurrently with the delivery of the Bonds, the Administrator of the County will deliver to the purchaser of the Bonds a certificate which will state that, to the best of his knowledge, this Official Statement did not as of its date and as of the sale date, and the final Official Statement does not, as of the date of delivery of the Bonds, contain an untrue statement of a material fact or omit to state a material fact required to be included therein for the purpose for which this Official Statement or the final Official Statement is to be used or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, providing such certificate shall not include consideration of information supplied by, or which should have been supplied by, the successful bidder for the Bonds. VERIFICATION OF MATHEMATICAL COMPUTATIONS The accuracy of (a) the mathematical computations of the adequacy of the maturing principal amounts of the respective government obligations and interest (if any) earned thereon, together with any cash in the related escrow account, to pay all of the principal of and premium , if any, and interest on the bonds to be refunded as such interest payments become due and the bonds to be refunded mature or are redeemed and (b) the mathematical computations supporting the conclusion that the Bonds are not “arbitrage bonds” under Section 48 of the Code as being verified by Amtec Tax-Exempt Compliance. Bond Counsel will rely on said verification in rendering its opinion as to the exclusion of interest on the Bonds from gross income of the owners thereof for purposes of federal income taxation. CONTINUING DISCLOSURE UNDERTAKING The County has covenanted, pursuant to Section 11-1-85, South Carolina Code of Laws 1976, as amended, to file with a central repository for availability in the secondary bond market, an annual independent audit within 30 days of its receipt and event specific information within 30 days of an event adversely affecting more than 5% of tax revenue or the County’s tax base. In order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (“Rule 15c2-12”), the County has entered into a Disclosure Dissemination Agent Agreement (“Disclosure Dissemination Agreement”) for the benefit of the holders of the Bonds with Digital Assurance Certification, L.L.C. (“DAC”), under which the County has designated DAC as Disclosure Dissemination Agent. The form of Disclosure Dissemination Agreement is attached hereto as Exhibit C. The County became obligated to make annual disclosure of certain financial information by filing with each nationally recognized municipal securities information repository ("NRMSIR") in an offering that took place in 2003. The County has timely filed its required audited financial statements and continuing disclosure reports for fiscal years ended June 30, 2009, 2010, 2011, 2012 and 2013. 40 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 summaries of such provisions thereof and do not purport to describe with particularity all provisions thereof. Please address further inquiries, or requests for additional copies of this Preliminary Official Statement to Gary Kubic, County Administrator, Beaufort County, South Carolina, 100 Ribaut Road, Room 156, Beaufort, South Carolina 29901-1228, Telephone (843) 470-2592; the County’s Bond Counsel, Francenia B. Heizer, Esquire, McNair Law Firm, P.A., 1221 Main Street, Suite 1800, Columbia, South Carolina 29201, Telephone (803) 799-9800, e-mail: [email protected]; or the County’s Financial Advisor, Kelly Cavender, Assistant Vice President, First Southwest Company, 5925 Carnegie Boulevard, Suite 104 Charlotte, North Carolina 28209, telephone (704) 654-3456, e-mail: [email protected]. The delivery of this Official Statement and its use in connection with the sale of the Bonds has been duly authorized by officials of the County in their capacity. County Administrator, Beaufort County, South Carolina 41 APPENDIX A FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2013 Report of Independent Auditor Beaufort County Council Beaufort County, South Carolina Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of Beaufort County, South Carolina (the “County”), as of and for the year ended June 30, 2013, and the related notes to the financial statements, which collectively comprise the County’s 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 financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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. 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 respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the County, as of June 30, 2013, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis, schedule of modified approach for airport infrastructure assets, and the schedule of funding progress, as listed in the table of contents, be presented to supplement the basic financial statements. 10 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 audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the County’s basic financial statements. The introductory section, other supplementary information and the statistical section and are not a required part of the basic financial statements. The accompanying schedule of expenditures of federal awards is also presented for the purpose of additional analysis as required by the U.S. Office of Management and Budget Circular A-133, Audits of States and Local Governments, and Non-Profit Organizations and South Carolina Code of Laws Section 14-1-208(E)(2), and is not a required part of the basic financial statements. The other supplementary information and the schedule of expenditures of federal awards are the responsibility of management and were derived from and relate 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 audit 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 basic 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 information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Effect of Adopting New Accounting Standards As discussed in Note 1 to the financial statements, the Governmental Accounting Standards Board recently issued new accounting standards which provide financial reporting guidance for deferred outflows of resources and deferred inflows of resources requiring segregation of deferred outflows and inflows from assets and liabilities for both governmental financial statements and accrual basis financial statements. The County adopted the new standards during the year ended June 30, 2013. Our opinion is not modified with respect to that matter. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2014, on our consideration of the County’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 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 County’s internal control over financial reporting and compliance. Augusta, Georgia January 31, 2014 11 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 As management of Beaufort County, South Carolina (the County), we offer the readers of the County’s financial statements this narrative overview and analysis of the financial activities of Beaufort County, South Carolina for the fiscal year ended June 30, 2013. We encourage the readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal, which can be found on pages 1 through 6 of this report. FINANCIAL HIGHLIGHTS The assets and deferred outflows of resources of Beaufort County exceeded its liabilities and deferred inflows of resources at June 30, 2013 by $344,847,538 (net position). Of this amount the unrestricted portion of net position, which may be used to meet the government’s ongoing obligations to citizens and creditors, is $3,546,480. The government’s total net position increased by $28,478,678 during the fiscal year ended June 30, 2013 with a $28,158,614 increase resulting from governmental activities and a $320,064 increase resulting from business type activities. At the close of the current fiscal year, the County’s governmental funds reported combined ending fund balances of $134,071,046, a decrease of $14,003,191 in comparison with the prior year. Approximately 15 percent, $20,207,988 is available for spending at the government’s discretion (unassigned fund balance). At the end of the current fiscal year, the County’s unassigned fund balance of the general fund was $20,207,988, or approximately Beaufort County’s net capital assets increased by $25,116,884 during the current fiscal year. 21 percent of the general fund expenditures and transfers. The increase in governmental activities net capital assets of $25,380,152 was mostly the result of sales tax road project additions to infrastructure and construction in progress, purchases of property through the Real Property Purchase Program and the completion of the St. Helena Library construction project. OVERVIEW OF THE FINANCIAL STATEMENTS This discussion and analysis are intended to serve as an introduction to the County’s basic financial statements. The County’s basic financial statements comprise three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements – The government-wide financial statements are designed to provide readers with a broad overview of the County’s finances, in a manner similar to a private-sector business. The statement of net position presents information on all of the County’s assets, liabilities, and deferred inflows/outflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the County is improving or deteriorating. The statement of activities presents information showing how the County’s net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). Both the government-wide financial statements distinguish functions of the County that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the County include general government, public safety, public works, public health, public welfare, and cultural and recreation. The business-type activities include the garage, 12 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 stormwater utility, the Lady’s Island Airport, and the Hilton Head Island Airport. The business-type activities function for all practical purposes as departments of the County, and therefore have been included as integral parts of the primary government. The government-wide financial statements can be found on pages 30 through 31 of this report. Fund financial statements – A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The County, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of Beaufort County can be divided into three categories: governmental funds, proprietary funds, and fiduciary funds. Governmental funds – Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating the County’s near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government’s near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund, the County wide general obligation bonds fund, the New River Tax Increment Financing District (TIF) bonds fund, the Bluffton-County TIF bonds fund, the sales tax projects fund, and the real property program fund, all of which are considered to be major funds. Data from the other governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements elsewhere in this report. The County adopts an annual appropriated budget for its general fund. A budgetary comparison statement has been provided for the general fund to demonstrate compliance with this budget. The basic fund financial statements for governmental funds can be found on pages 32 through 36 of this report. Proprietary funds – The County maintains four different types of proprietary funds, three of which are enterprise funds. Enterprise funds are used to report the same functions as business-type activities in the government-wide financial statements. The County uses enterprise funds to account for its stormwater utility, Lady’s Island Airport, and Hilton Head Island Airport operations. These funds report the services provided by the County for which the County charges a user fee or charge intended to recover all or a significant portion of their costs. Proprietary funds provide the same type of information as the government-wide financial statements, only in more detail. The proprietary fund financial statements provide separate information for stormwater utility, Lady’s Island Airport, and the Hilton Head Island Airport, all of which are considered to be major funds of the County. Internal service funds are an accounting mechanism to accumulate and allocate costs internally for the County. The County uses internal service funds to account for its garage. 13 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 The basic proprietary fund financial statements can be found on pages 37 through 40 of this report. Fiduciary funds – Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support the County’s own programs. The accounting used for the fiduciary funds is much like that used for proprietary funds. The statement of fiduciary net position can be found on page 41 of this report. Notes to the financial statements – The notes provide additional information that is essential to a full understanding of the data provided in both the government-wide and the fund financial statements. The notes are presented on pages 42 through 70 of the report. Other supplemental information – In addition to the basic financial statements and accompanying notes, this report also presents certain supplemental information that further supports the financial statements. The combining statements referred to earlier in connection with nonmajor governmental funds are presented within this section of this report and can be found on pages 89 through 216. GOVERNMENT-WIDE FINANCIAL ANALYSIS As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of Beaufort County, assets and deferred outflows of resources exceeded liabilities and deferred inflows of resources by $344,847,538 as of June 30, 2013. Of this amount, $259,766,695 (approximately 75 percent) reflects the County’s investment in capital assets (land, buildings and equipment); less any related debt used to acquire those assets that is still outstanding. The County uses these capital assets to provide a variety of services to citizens. Accordingly, these assets are not available for future spending. Although the County’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to repay the debt. An additional $81,534,363 of the County’s net position (approximately 24 percent) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position is $3,546,480. At the end of the current fiscal year, Beaufort County is able to report positive balances in all three categories of net position, both for the government as a whole, as well as for its separate governmental and business-type activities, with the exception of unrestricted business-type activities’ net position, which has a balance of ($1,180,550). 14 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Beaufort County’s Net Position June 30, 2013 and 2012 Governmental Activities Business-Type Activities Total Current and Other Assets Capital Assets 2013 $ 146,433,553 450,241,580 2012 $ 158,318,128 424,895,256 2013 $ 484,545 23,961,592 2012 $ (39,551) 23,927,764 2013 $ 146,918,098 474,203,172 2012 $ 158,278,577 448,823,020 Percent Change -7.2% 5.7% Total Assets $ 596,675,133 $ 583,213,384 $ 24,446,137 $ 23,888,213 $ 621,121,270 $ 607,101,597 2.3% Total Deferred outflow s of resources $ $ $ $ $ $ Long-Term Liabilities Other Liabilities $ 251,638,836 28,596,955 $ 265,426,123 23,879,379 $ 1,139,885 525,210 $ 951,938 475,297 $ 252,778,721 29,122,165 $ 266,378,061 24,354,676 -5.1% 19.6% Total Liabilities $ 280,235,791 $ 289,305,502 $ 1,665,095 $ 1,427,235 $ 281,900,886 $ 290,732,737 -3.0% Net Position: Net Investment in Capital Assets Restricted Unrestricted (Deficit) $ 235,805,103 81,534,363 4,727,030 $ 182,140,936 109,480,674 2,286,272 $ 23,961,592 $ 23,927,764 (1,180,550) (1,466,786) $ 259,766,695 81,534,363 3,546,480 $ 206,068,700 109,480,674 819,486 26.1% -25.5% 332.8% $ 322,066,496 $ 293,907,882 $ 22,781,042 $ 344,847,538 $ 316,368,860 9.0% 5,627,154 - - $ 22,460,978 The County’s total net position increased by $28,478,678 during the 2013 fiscal year. - 5,627,154 - 100.0% Key elements of this increase are as follows: The County’s current and other assets decreased by $11.4 million as compared to fiscal year 2012. This decrease is mostly attributable to cash and investments decreasing by $8 million and receivables decreasing by $3.2 million. In fiscal year 2013, the County had $5.6 million of deferred outflows of resources related to the advance refundings of several bonds. This was a $5.6 million increase as compared to fiscal year 2012. The County’s net capital assets increased by $25.4 million as compared to fiscal year 2012. This increase occurred mostly from the County’s $9.7 million investment in infrastructure related to 1% sales tax referendum road projects, $17.2 million in purchases of land through the County’s rural and critical lands referendum program, a $3.6 million investment in the County’s St. Helena Library project, $1.2 million in other road projects through the County’s road improvement program and $9.3 million investment in the County’s Courthouse renovation project. See the capital assets and debt administration section below for more detail. The County’s other liabilities increased by $5.3 million as compared to fiscal year 2012. This increase is attributable to the increase in accounts payable in the amount of $3.2 million and the increase in the current portion of long-term debt in the amount of $3.1 million. Accrued payroll also decreased in the amount of $.9 million as compared to fiscal year 2012. The County’s long-term liabilities decreased by $14.1 million. This decrease is due to bond principal being paid as well as the advance refundings of bonds. 15 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Beaufort County’s Changes in Net Position For the Fiscal Years Ended June 30, 2013 and 2012 Governmental Activities 2013 2012 Revenues: Program Revenues: Charges for Services Operating Grants and Contributions Capital Grants and Contributions General Revenues: Property Taxes Sales Taxes Grants and Contributions Unrestricted Investment Earnings Gain/(Loss) on Sale of Capital Assets Miscellaneous Total Revenues Business-Type Activities 2013 2012 $ 33,635,764 9,328,245 13,271,813 $ 31,221,670 9,549,138 2,405,145 94,819,998 15,043,485 7,944,710 540,155 1,557,747 176,141,917 93,571,238 30,442,155 9,588,551 883,768 1,841,926 179,503,591 32,641,163 52,481,136 23,403,821 11,987,651 2,317,902 16,064,581 9,087,049 32,119,250 51,231,345 19,944,114 11,881,484 2,373,551 13,863,794 10,596,657 - 147,983,303 142,010,195 3,246,022 667,068 2,565,348 6,478,438 Change in Net Position 28,158,614 37,493,396 320,064 Net Position, Beginning 293,907,882 262,204,039 22,460,978 Prior Period Adjustment - Program Expenses: Governmental Activities: General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Interest Business-Type Activities: Stormw ater Utility Lady's Island Airport Hilton Head Airport Total Expenses Net Position, Beginning, as Restated Net Position, Ending $ 5,508,921 112,695 1,175,792 4,835 (3,741) 6,798,502 (5,789,553) Total $ 5,272,989 116,234 1,562,938 11,231 50,000 7,013,392 2013 2012 $ 39,144,685 9,440,940 14,447,605 $ 36,494,659 9,665,372 3,968,083 94,819,998 15,043,485 7,944,710 544,990 (3,741) 1,557,747 182,940,419 93,571,238 30,442,155 9,588,551 894,999 50,000 1,841,926 186,516,983 - 32,641,163 52,481,136 23,403,821 11,987,651 2,317,902 16,064,581 9,087,049 32,119,250 51,231,345 19,944,114 11,881,484 2,373,551 13,863,794 10,596,657 3,124,645 668,094 3,236,793 7,029,532 3,246,022 667,068 2,565,348 154,461,741 3,124,645 668,094 3,236,793 149,039,727 28,478,678 37,477,256 22,477,118 316,368,860 284,681,157 - - - (16,140) (5,789,553) 293,907,882 256,414,486 22,460,978 22,477,118 316,368,860 278,891,604 $ 322,066,496 $ 293,907,882 $ 22,781,042 $ 22,460,978 $ 344,847,538 $ 316,368,860 16 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Governmental activities increased the County’s net position by $28.2 million, thereby accounting for 99 percent of the total growth in the net position of the County. Key elements in fiscal year 2013’s activity are as follows: Capital grants and contributions received by the County increased by $10.9 million (or 452%) in fiscal year 2013 as compared to fiscal year 2012. This significant increase is attributed to a $8.2 million increase in grants related to the South Carolina Highway 170 Widening project and the Bluffton Parkway Phase 5A Segment 2 (Bluffton Parkway Flyover Bridge) project as well as a $2.5 million increase in grants related to the USDA grant for the St. Helena Library. Charges for services revenues increased by approximately $2.4 million (or 7.7%) as compared to the 2012 fiscal year. This increase is attributed to a $.3 million increase in Register of Deeds fees, a $.3 million increase in Emergency Medical Services Fees, a $1.2 million increase in E-911 revenue and a $.6 million increase in road impact fees in the 2013 fiscal year as compared to the 2012 fiscal year. These increases can be attributed to the ongoing recovery in the local economy and slightly increased consumer spending. Property tax revenues increased by $1.2 million (or 1.3%) in fiscal year 2013 as compared to fiscal year 2012.This slight increase is attributable to the County’s purchase of real property millage rate increase from 2.76 in fiscal year 2012 to 3.87 in fiscal year 2013. Increases in the fiscal year 2013 revenues detailed above were offset by a decrease in 1% sales tax revenue. In the 2013 fiscal year, sales tax revenues decreased by approximately $15.4 million (or 50.7%) as compared to the 2012 fiscal year. This decrease is due to the 1% imposed sales tax ending effective October 1, 2012. Interest expense decreased by $1.5 million (or 14.2%) in fiscal year 2013 as compared to fiscal year 2012. This decrease is mostly attributable to the advance refundings of several of the County’s bonds. County public works expenses increased by nearly $3.5 million (or 17.3%) in fiscal year 2013 as compared to fiscal year 2012. $1.6 million of this increase is attributed to County road improvement projects. $.6 million of this increase is due to an increase in the County’s public works operating expenses and a $.2 million increase in capital equipment purchases. $.6 million of the increase is due to increased depreciation attributed to public works assets. County public safety expenses increased by $1.2 million (or 2.4%) in fiscal year 2013 as compared to fiscal year 2012. The increase resulted mostly from a $.7 million increase in other post-employment benefit expense and a $.5 million increase in operating expenses. Other increases in fiscal year 2013 County expenses include a $2.2 million (or 15.9%) increase in Cultural and Recreation expenses and a $.5 million (or 1.6%) increase in General Government expenses as compared to fiscal year 2012. Most of the increase in Cultural and Recreation expenses are related to library supplies and materials for the St. Helena Library. 17 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Business-type activities increased the County’s net position by $.3 million, accounting for 1 percent of the total growth in the net position of the County. Key elements of this increase are as follows: The Hilton Head Island Airport’s revenues decreased $.1 million in fiscal year 2013, as compared to fiscal year 2012. This net decrease is a result of a $.3 million increase in operating revenues due to the increase in fuel commission and passenger facility charges and a $.4 million decrease in grant revenues. The decrease in the Hilton Head Island Airport’s revenues was offset by a $.6 million decrease in non-capitalized grant expenses in fiscal year 2013 as compared to fiscal year 2012. In fiscal year 2013, the Stormwater Utility’s revenues decreased by $55 thousand as compared to fiscal year 2012. The Stormwater Utility’s expenses also increased by $121 thousand in fiscal year 2013 as compared to fiscal year 2012. The Lady’s Island Airport’s revenues decreased $86 thousand in fiscal year 2013, as compared to fiscal year 2012. The Lady’s Island Airport expenses increased in fiscal year 2013 by $1 thousand as compared to fiscal year 2012. 18 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Revenues by Source ‐ Governmental Activities 1.2% 4.5% 19.1% 8.5% Charges for Services 5.3% Operating Grants and Contributions 7.6% Cap ital Grants and Contributions Property Taxes Sales Taxes Grants and Contributions not Restricted 53.8% All Other Expenses by Program ‐ Governmental Activities 1.6% 6.2% 8.1% 35.5% 10.8% Public Safety General Government Public Works Cultural and Recreation 15.8% Public Health Interest 22.1% 19 Public Welfare BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Revenues by Source ‐ Business‐Type Activities 45.2% 46.4% Stormwater Utility Lady's Island Airport Hilton Head Island Airport 8.4% Expenses by Source ‐ Business‐Type Activities 39.6% 50.1% Stormwater Utility Lady's Island Airport Hilton Head Island Airport 10.3% 20 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 FINANCIAL ANALYSIS OF THE GOVERNMENTAL FUNDS As noted earlier, Beaufort County uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental funds – The focus of the County’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the County’s financing requirements. In particular, unreserved fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. At the end of the current fiscal year, the County’s governmental funds reported combined ending fund balances of $134,071,046, a decrease of $14,003,191, in comparison with the prior year. Approximately 15 percent of this total fund balance ($20,207,988) constitutes unassigned fund balance, which is available for spending at the government’s discretion. The remainder of the fund balance totaling $113,863,058 is either nonspendable, restricted, committed, or assigned for specific spending. This includes $3,261,058 “not in spendable form” for items that are not expected to be converted to cash within one year, such as prepaid items and long-term notes receivable. The remainder includes $110,602,000 restricted, committed, or assigned for programs. General Fund – The general fund is the main operating fund of the County. At the end of the current fiscal year, the unassigned portion of the fund balance of the general fund was $20,207,988, while the total fund balance was $24,221,269. As a measure of the general fund’s liquidity, a comparison is made of both unreserved fund balance and total fund balance to total fund expenditures. Unassigned fund balance represents approximately 21 percent of total general fund expenditures and transfers out, while the total fund balance represents approximately 25 percent of total general fund expenditures. Refer to pages 23 to 26 for the key elements of fiscal year 2013’s general fund activity. County Wide General Obligation Bonds Fund – At the end of the current fiscal year, the total fund balance of the county wide general obligation bonds fund was $8,880,165. $1,105,714 (or 12%) of the county wide general obligation bonds fund balance is nonspendable, as it consists of the long-term portion of a note receivable. The remaining $7,774,451 (or 88%) of the county wide general obligation bonds fund balance is restricted for debt service. This fund recognized revenues of $8,205,885, total expenditures of $22,245,093, and $18,625,087 in other financing sources, for a net change in fund balance of $4,585,879. The county wide general obligation bonds fund balance experienced the $4.6 million increase in fund balance mostly due to advance refundings of 2005 and 2006 general obligation bonds. The County has a debt fund balance policy requiring millage to be set at annual required debt service levels. New River TIF Bonds Fund – At the end of the current fiscal year, the total fund balance of the New River TIF bonds fund was $0. The New River TIF bonds fund recognized revenues of $6,673,517 and expenditures of $37,636,175 and $520,912 in other financing sources, for a net change in fund balance of ($30,441,746). The New River TIF bonds were retired during fiscal year 2013. Bluffton - County TIF Bonds Fund – At the end of the current fiscal year, the total fund balance of the Bluffton - County TIF bonds fund was $1,899,956, all of which was restricted for debt service. The Bluffton – County TIF bonds fund recognized revenues of $757,224, expenditures of $21,246,406, and $7,816,239, in other financing sources for a net change in fund balance of ($12,672,943). The Bluffton – County TIF bond was partially retired during fiscal year 2013. Sales Tax Projects Fund – At the end of the current fiscal year, the total fund balance of the sales tax projects fund was $41,322,014, all of which was restricted for capital projects. The sales tax projects fund recognized revenues of $23,357,706, total expenditures of $9,872,539, for a net change in fund balance of $13,485,167. Expenditures within the program slowed slightly within the 2013 fiscal year as compared to the 2012 fiscal year, as the County completed several projects and was in the beginning phases of several other projects within fiscal year 2013. As sales tax collections for this project ceased during fiscal year 2013, as the intended referendum sales tax collection amount was fully collected, this fund balance will be spent in upcoming years. 21 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Real Property Program Fund – At the end of the current fiscal year, the total fund balance of the real property program fund was $18,850,457, all of which was restricted for capital projects. The real property program fund recognized revenues of $37,003, total expenditures of $17,556,967, and $25,000,000 in other financing sources, for a net change in fund balance of $7,480,036. This planned increase in fund balance of $7.5 million is solely related to the County’s land preservation program that is funded by bond borrowings authorized by three voter referendums totaling $115 million. The County borrowed the last $25 million of the $115 million authorized from the three referendums in the 2013 fiscal year. Details of the County’s governmental funds are shown in the government-wide financial statements. Further details of the County’s major funds are shown on Schedule “A” and further details of the County’s nonmajor governmental funds are shown on Schedules “B”, “C”, “D” and “E”. Proprietary funds – The focus of the County’s proprietary funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the County proprietary funds’ financing requirements. As restrictions, commitments, and other limitations on net position significantly affect the availability of fund resources for future use, unreserved net position may serve as a useful measure of a government’s proprietary net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the County’s proprietary funds reported combined ending net position of $22,781,042, which is an increase of $320,064 in comparison with the prior year. Stormwater Utility – At the end of the current fiscal year, the net position of the stormwater utility fund was $2,642,660, of which $891,039 was invested in capital assets, net of related debt, leaving a balance of $1,751,621 in unrestricted net position. The stormwater utility fund recognized operating revenues of $3,155,000, total operating expenses of $3,246,022, and $36 in net non-operating revenues, for a change in net position of ($90,986). The 3% decrease in the stormwater utility fund balance in the 2013 fiscal year was mostly the result of increased expenses within the Stormwater Utility in fiscal year 2013 compared to fiscal year 2012. Lady’s Island Airport – At the end of the current fiscal year, the net position of the Lady’s Island Airport fund was $3,678,166, of which $3,981,325 was invested in capital assets, net of related debt, leaving a deficit balance of $303,159 in unrestricted net position. The Lady’s Island Airport recognized operating revenues of $560,766, total operating expenses of $619,431, and $38,701 in net non-operating expenses, for a change in net position of ($97,366). The relatively flat performance of the Lady’s Island Airport fund in the 2013 fiscal year was mostly the result of light Federal Aviation Administration (FAA) revenues of $8,936 for mostly non-operating (non-capitalized) grant expenses, which mostly consisted of tree mitigation projects around the airport. Hilton Head Island Airport – At the end of the current fiscal year, the net position of the Hilton Head Island Airport fund was $16,460,216, of which $19,089,228 was invested in capital assets, net of related debt, leaving a deficit balance of $2,629,012 in unrestricted net position. The Hilton Head Island Airport recognized operating revenues of $1,905,850, total operating expenses of $1,980,199, and $582,765 in net nonoperating revenues, for a change in net position of $508,416. The increase in net position within the Hilton Head Island Airport fund in the 2013 fiscal year was mostly the result of the increased fuel commission and passenger facility charges. The increase is also due to the Federal Aviation Administration (FAA) revenue for non-operating (capitalized) grant expenses. 22 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 GENERAL FUND BUDGETARY HIGHLIGHTS Original Budget to Final Budget Comparison for the Fiscal Year Ended June 30, 2013 Revenues: Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Miscellaneous Total Revenues Expenditures: General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Capital Total Expenditures Excess (deficiency) of Revenues Over Expenditures Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Original Budget Final Budget $ 72,323,941 2,680,000 8,000,000 11,175,589 860,000 175,100 675,500 95,890,130 $ 72,323,941 2,680,200 7,854,500 11,151,539 842,500 193,100 500,100 95,545,880 20,148,778 42,111,060 14,224,524 4,213,553 819,421 11,513,809 1,266,856 94,298,001 20,453,837 41,583,500 14,131,658 4,186,461 738,488 11,436,510 1,843,829 94,374,283 (305,059) 527,560 92,866 27,092 80,933 77,299 (576,973) (76,282) 1,592,129 1,171,597 (420,532) 1,260,000 (2,852,129) 1,657,250 (3,281,664) 397,250 (429,535) (1,592,129) (1,624,414) (32,285) (452,817) (452,817) Net Change in Fund Balance Fund Balance - beginning Fund Balance - ending Variance w ith Final Budget Positive (Negative) 22,342,008 22,342,008 $ 22,342,008 $ 21,889,191 23 $ 200 (145,500) (24,050) (17,500) 18,000 (175,400) (344,250) $ (452,817) BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 The general fund original budget’s net position varied from its final budget’s net position by nearly $453 thousand. This variation is due to three ordinances established during fiscal year 2013 that appropriated $150 thousand each to the Daufuskie Ferry and Public Defender and $153 thousand to the Solicitor. Key elements of the budget amendments are as follows: There were decreasing budget revisions totaling $.3 million to the County’s general fund revenues. The decreasing budget revisions relate to decreased state grant revenue and miscellaneous revenue. Miscellaneous revenue consists of rental income, sale of county property and sale of recyclables. General fund expenditures appropriations were increased by $76 thousand. General fund other financing sources appropriations increased by $32 thousand. Transfers in and out appropriations were both increased $.4 million. Appropriations for transfers in were mostly increased due to special revenue funds transferring money to the general fund. The transfers out budget revisions are related to the three ordinances discussed above. 24 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Final Budget to Actual Comparison for the Fiscal Year Ended June 30, 2013 Final Budget Revenues: Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Miscellaneous Total Revenues $ Expenditures: General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Capital Total Expenditures Excess (deficiency) of Revenues Over Expenditures Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance $ $ 434,066 136,196 (33,058) 583,109 (93,997) (100,435) 94,864 1,020,745 19,541,629 41,575,053 13,675,578 4,138,661 701,540 11,020,381 1,704,091 92,356,933 912,208 8,447 456,080 47,800 36,948 416,129 139,738 2,017,350 1,171,597 4,209,692 3,038,095 1,657,250 (3,281,664) 1,656,696 (3,987,127) (554) (705,463) (1,624,414) (2,330,431) (706,017) 22,342,008 $ 72,758,007 2,816,396 7,821,442 11,734,648 748,503 92,665 594,964 96,566,625 20,453,837 41,583,500 14,131,658 4,186,461 738,488 11,436,510 1,843,829 94,374,283 (452,817) Fund Balance - beginning Fund Balance - ending 72,323,941 2,680,200 7,854,500 11,151,539 842,500 193,100 500,100 95,545,880 Actual Variance w ith Final Budget Positive (Negative) 21,889,191 25 $ 1,879,261 2,332,078 22,342,008 - 24,221,269 $ 2,332,078 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 The actual net position of the County’s general fund varied from its final budget’s net position by $2.3 million. Key elements of this are as follows: The County’s general fund actual revenues had a positive variance of $1 million as compared to the final budget of fiscal year 2013. In addition, the County’s general fund actual expenditures had a positive variance of $2 million as compared to the final budget of fiscal year 2013. While the County’s revenues and expenditures had positive variances, the actual other financing uses had a negative variance of $.7 million as compared to final budget for fiscal year 2013. The majority of the positive variance within the County’s general fund expenditures from the final budget is due to decreased personnel expenditures which were the result of not filling many vacated positions throughout the 2013 fiscal year. 26 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets – Beaufort County’s investment in capital assets for its governmental and business-type activities as of June 30, 2013 was $474,203,172 (net of accumulated depreciation). This investment in capital assets includes land and easements, buildings and improvements, infrastructure, and equipment. The total increase in the County’s investment in capital assets for the current fiscal year was 6 percent (in which governmental activities capital assets increased by 6 percent and business-type activities capital assets increased by less than 1 percent). In lieu of annual depreciation, the County has elected to use the modified approach for its airport infrastructure assets, which include runways, taxiways, and aprons. As of June 30, 2013, 100 percent of airport infrastructure assets were in a fair or better condition. Additional information on the County’s modified approach for airport infrastructure assets can be found on Schedule 2 on page 72 of this report. Beaufort County’s Capital Assets (Net of Depreciation) June 30, 2013 and 2012 Land Easements Construction in Progress Buildings and Improvements Infrastructure Equipment Total Capital Assets Governmental Activities 2013 2012 $ 102,027,422 $ 84,651,522 15,787,000 15,787,000 79,976,784 126,680,023 99,939,516 96,979,160 132,040,991 76,211,419 20,469,867 24,586,132 $ 450,241,580 $ 424,895,256 Business-Type Activities 2013 2012 $ 5,563,308 $ 5,262,283 779,134 329,048 7,089,455 7,591,723 9,229,801 9,229,801 1,299,894 1,514,909 $ 23,961,592 $ 23,927,764 Total 2013 $ 107,590,730 15,787,000 80,755,918 107,028,971 141,270,792 21,769,761 $ 474,203,172 2012 $ 89,913,805 15,787,000 127,009,071 104,570,883 85,441,220 26,101,041 $ 448,823,020 Major capital asset events during the current fiscal year included the following: The County added $9.7 million in governmental activities infrastructure and construction in progress related to 1% sales tax referendum road projects. An additional $3.6 million was added to governmental activities’ construction in progress related to the ongoing St. Helena Library construction project. This project was completed and capitalized in fiscal year 2013. The County purchased approximately $17.2 million in governmental activities land and easements for the County’s rural and critical lands program during the 2013 fiscal year. $1.2 million in additional County road improvement program governmental activities projects were started and/or completed in fiscal year 2013. Net proprietary asset additions of $.9 million, consists of land acquisition by the Hilton Head Island Airport as well as the beginning of the terminal improvements and drainage improvements. Additionally, the Stormwater Utility purchased equipment totaling $120 thousand. These additions were offset by depreciation totaling $.9 million. Additional information on the County’s capital assets can be found in note 4 on pages 51 through 52 of this report. 27 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 Long-Term Debt – At the end of the current fiscal year, Beaufort County had $247,123,541 of total long-term debt outstanding. The total amount of debt is backed by the full faith and credit of the government. Beaufort County’s Outstanding Debt June 30, 2013 and 2012 Governmental Activities 2013 2012 $ 219,235,000 $ 190,915,000 2,500,000 5,685,000 56,910,000 16,576,387 7,509,598 (101,073) $ 241,496,387 $ 257,733,525 General Obligation Bonds Bond Anticipation Notes TIF Revenue Bonds Premiums Discount Total Outstanding Debt Major outstanding debt events during the current fiscal year included the following: In August 2012, the County issued $25,185,000 of General Obligation refunding bonds bearing interest rates of 2.0% to 5.0% and with varying maturity dates through 2025. The proceeds were used to advance refund $27,050,000 of outstanding 2005 general obligation bonds which had interest rates ranging from 3.0% to 5.0%. In October 2012, the County issued $6,000,000 of general obligation bonds through the United States Department of Agriculture bearing an interest rate of 3.5% and with varying maturity dates through 2052. The proceeds of these bonds were used for the County’s St. Helena Library project. In May 2013, the County issued $7,580,000 of general obligation bonds bearing interest rates of 1.5% to 4.0% and with varying maturity dates through 2033. The proceeds of these bonds were used to pay off the related bond anticipation notes of $2,500,000 and $5,000,000 that were issued in May 2012 and October 2012, respectively. In May 2013, the County issued $25,000,000 of general obligation bonds bearing interest rates of 1.5% to 5.0% and with varying maturity dates through 2029. The proceeds of these bonds were used for the County’s rural and critical land projects, as approved by referendum in November 2012. In May 2013, the County issued $33,150,000 of general obligation refunding bonds bearing interest rates of 1.5% to 5.0% and with varying maturity dates through 2026. The proceeds were used to advance refund $11,250,000 and $21,900,000 of outstanding 2006 and 2006B general obligation bonds which had interest rates ranging from 3.5% to 8.0% and 4.0% to 6.75%, respectively. There was $72,805,000 in debt service principal paid during the fiscal year ended June 30, 2013. The County maintains an underlying, uninsured “AA+” bond rating from Standard & Poor’s Rating Group for all of its general obligation bonds, an underlying, uninsured “Aa1” bond rating from Moody’s Investors Service for all of its general obligation bonds, and an underlying, uninsured “AA” bond rating from Fitch for its 2003 through 2007B general obligations bonds. Additionally the County maintains an underlying, uninsured “A+” bond rating for its TIF revenue bonds from Standard & Poor’s Rating Group. State statutes limit the amount of general obligation debt a governmental entity may issue to 8 percent of its total assessed valuation less debt issued by referendum and debt issued and paid by other sources. The current debt limitation for the County is $145,975,855. Beaufort County was $50,943,965 under this legal limit at June 30, 2013. Additional information on the County’s long-term debt can be found in note 5 on pages 53 through 59 of this report. 28 BEAUFORT COUNTY, SOUTH CAROLINA MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2013 ECONOMIC FACTORS AND NEXT YEAR’S BUDGET AND RATES The unemployment rate for Beaufort County was 7.9 percent at June 30, 2013, which is lower than the rate of 8.8 percent a year ago. This compares favorably with the State of South Carolina’s average unemployment rate of 8.1 percent at June 30, 2013 and compares unfavorably to the national average unemployment rate of 7.6 percent at June 30, 2013. The housing market downturn continued to affect the County during the 2013 fiscal year, however the downturn in the County was much less severe than in other areas around the country. The cost of living in this region still compares favorably to other areas of the country. All of these factors were considered in preparing Beaufort County’s budget for the 2013 fiscal year. As of June 30, 2013, the County’s unassigned general fund balance was $20,207,988. Three ordinances passed during fiscal year 2013 appropriated $453 thousand of the County’s general fund balance to be expended. Due to the County’s reduction in operating expenditures there was an increase to the County’s general fund balance in the amount of $1,879,261 during fiscal year 2013. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of Beaufort County’s finances for all those with an interest in the government’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Finance Department, Post Office Box 1228, Beaufort, SC 29901-1228. 29 Exhibit 1 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF NET POSITION June 30, 2013 Governmental Business-Type Activities Activities Totals ASSETS Current Assets Cash and Equity in Pooled Cash and Investments $ 123,175,461 Receivables, Net $ 2,597,134 $ 125,772,595 10,638,130 639,258 11,277,388 Due from Other Governments 2,974,360 - 2,974,360 Due to General Fund 1,413,837 (1,413,837) - Advances from General Fund 50,156 (50,156) Notes Receivable 64,286 - Inventories Prepaid Items 64,286 - 156,734 156,734 619,258 51,448 670,706 138,935,488 1,980,581 140,916,069 4,896,315 Noncurrent Assets Equity in Pooled Investments 4,896,315 - Advances from General Fund 1,496,036 (1,496,036) - Notes Receivable 1,105,714 - 1,105,714 7,498,065 (1,496,036) 6,002,029 Capital Assets Non-Depreciable 197,791,206 15,572,243 213,363,449 Depreciable 252,450,374 8,389,349 260,839,723 450,241,580 23,961,592 474,203,172 Total Noncurrent Assets 457,739,645 22,465,556 480,205,201 Total Assets 596,675,133 24,446,137 621,121,270 5,627,154 - 5,627,154 Accounts Payable 7,615,687 451,211 8,066,898 Accrued Payroll 1,858,539 63,039 1,921,578 357,857 10,960 368,817 1,531,170 - 1,531,170 16,217,962 - 16,217,962 1,015,740 - 1,015,740 28,596,955 525,210 29,122,165 DEFERRED OUTFLOWS OF RESOURCES Deferred Charge on Refundings LIABILITIES Current Liabilities Accrued Compensated Absences Accrued Interest Payable Current Portion of Long Term Debt Due to Others Noncurrent Liabilities Accrued Compensated Absences Net Other Postemployment Benefits Obligation Long-Term Obligations Total Liabilities 2,753,942 84,346 2,838,288 23,606,469 1,055,539 24,662,008 225,278,425 - 225,278,425 251,638,836 1,139,885 252,778,721 280,235,791 1,665,095 281,900,886 235,805,103 23,961,592 259,766,695 12,625,391 NET POSITION Net Investment in capital assets Restricted for: 12,625,391 - Public Safety Programs General Government Programs 4,446,499 - 4,446,499 Public Works Programs 5,174,946 - 5,174,946 Public Health Programs 522,534 - 522,534 Public Welfare Programs 169,521 - 169,521 4,283,804 - 4,283,804 Capital Projects Cultural and Recreational Programs 42,787,885 - 42,787,885 Debt Service 11,523,783 - 11,523,783 4,727,030 (1,180,550) 3,546,480 Unrestricted (Deficit) Total Net Position $ 322,066,496 The accompanying notes are an integral part of these financial statements. 30 $ 22,781,042 $ 344,847,538 Exhibit 2 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF ACTIVITIES For the Year Ended June 30, 2013 Net (Expense) Revenue and Changes in Net Position Program Revenues Expenses Primary Government Charges for Operating Grants Capital Grants Governmental Business Type Services and Contributions and Contributions Activities Activities $ $ Totals Functions/Programs Governmental Activities General Government 22.1% $ 32,641,163 Public Safety 35.5% 52,481,136 8,510,306 1,310,388 698,072 (41,962,370) - (41,962,370) Public Works 15.8% 23,403,821 4,283,664 92,902 10,106,881 (8,920,374) - (8,920,374) Public Health 8.0% 11,987,651 522,846 4,952,063 - (6,512,742) - (6,512,742) Public Welfare 1.5% 2,317,902 64,283 706,080 - (1,547,539) - (1,547,539) 10.9% 16,064,581 1,912,336 730,152 2,466,860 (10,955,233) - (10,955,233) 6.1% 9,087,049 - - - (9,087,049) - (9,087,049) (91,747,481) - (91,747,481) Cultural and Recreation Interest Total Governmental Activities $ 18,342,329 33,635,764 19.1% 147,983,303 1,536,660 9,328,245 5.3% - $ 13,271,813 7.5% (12,762,174) $ - $ (12,762,174) Business-Type Activities Stormwater Utility 50.1% 3,246,022 3,155,000 - - - (91,022) Lady's Island Airport 10.3% 667,068 560,766 - 8,936 - (97,366) (97,366) Hilton Head Airport 39.6% 2,565,348 1,793,155 112,695 1,166,856 - 507,358 507,358 6,478,438 5,508,921 112,695 1,175,792 - 318,970 318,970 Total Business-Type Activities Total $ 154,461,741 $ 39,144,685 $ 9,440,940 $ 14,447,605 (91,022) $ (91,747,481) $ 318,970 $ (91,428,511) $ 94,819,998 $ - $ 94,819,998 General Revenues & Transfers Property Taxes 53.8% Sales Taxes 8.5% 15,043,485 Grants and Contributions Not Restricted 4.5% Unrestricted Investment Earnings 1.2% Gain/(Loss) on Sale of Capital Assets - 15,043,485 7,944,710 - 7,944,710 540,155 4,835 544,990 - Miscellaneous Total General Revenues Change in Net Position Net Position, Beginning Net Position, Ending $ The accompanying notes are an integral part of these financial statements. 31 (3,741) (3,741) 1,557,747 - 1,557,747 119,906,095 1,094 119,907,189 28,158,614 320,064 28,478,678 293,907,882 22,460,978 316,368,860 322,066,496 $ 22,781,042 $ 344,847,538 Exhibit 3 BEAUFORT COUNTY, SOUTH CAROLINA BALANCE SHEET GOVERNMENTAL FUNDS June 30, 2013 County Wide General General Real Nonmajor Total Obligation New River Bluffton County Sales Tax Property Governmental Governmental Bonds TIF Bonds TIF Bonds Projects Program Funds Funds 7,638,192 $ ASSETS Cash and Equity in Pooled Cash and Investments - $ 1,890,270 $ 38,989,159 $ 18,961,117 $ 38,813,640 $ 127,833,982 Receivables, Net $ 3,388,717 262,906 76,522 16,961 4,791,974 - 1,951,061 10,488,141 Due from Other Governments 1,627,335 - - - - - 1,347,025 2,974,360 Due from Other Funds 1,413,837 - - - - - - 1,413,837 Advances to Enterprise Funds 1,546,192 - - - - - - 1,546,192 - 1,170,000 - - - - - 1,170,000 565,576 - - - - - 50,592 616,168 Note receivable Prepaid Items Total Assets $ 21,541,604 $ 30,083,261 $ 9,071,098 $ 76,522 $ 1,907,231 $ 43,781,133 $ 18,961,117 $ 42,162,318 $ 146,042,680 1,687,519 $ $ $ $ $ $ LIABILITIES Accounts Payable $ 14,719 $ 40,934 1,606,039 - - - 3,432 - 249,068 1,858,539 972,664 - - - - - 43,076 1,015,740 4,266,222 14,719 40,934 - 2,459,119 110,660 3,111,620 10,003,274 Unavailable revenue - property taxes 1,595,770 176,214 35,588 7,275 - - 153,513 1,968,360 Total deferred inflows of resources 1,595,770 176,214 35,588 7,275 - - 153,513 1,968,360 2,061,612 1,105,714 - - - - 93,732 3,261,058 - 7,774,451 - 1,899,956 41,322,014 18,850,457 38,747,395 108,594,273 Accrued Payroll Due to Others Total Liabilities - 2,455,687 110,660 2,819,476 7,128,995 DEFERRED INFLOWS OF RESOURCES FUND BALANCE Nonspendable Restricted Committed Assigned Unassigned Total Fund Balances Total liabilities, deferred inflows of resources, and fund balances $ 218,526 - - - - - 56,058 274,584 1,733,143 - - - - - - 1,733,143 20,207,988 - - - - - - 20,207,988 24,221,269 8,880,165 - 1,899,956 41,322,014 18,850,457 38,897,185 134,071,046 9,071,098 $ 76,522 $ 1,907,231 $ 43,781,133 $ 18,961,117 $ 42,162,318 $ 146,042,680 30,083,261 $ The accompanying notes are an integral part of these financial statements. 32 Exhibit 3 Continued BEAUFORT COUNTY, SOUTH CAROLINA RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION June 30, 2013 Total Governmental Fund Balances (Exhibit 3) $ 134,071,046 Amounts reported for governmental activities in the statement of Net Position are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in governmental funds ($450,241,580 less internal service fund balance of $127,908). 450,113,672 Other long-term assets are not available to pay for current period expenditures and, therefore, are reported as deferred in governmental funds - property taxes. 1,968,360 Deferred charge on refundings of debt 5,627,154 Internal service funds are used by management to charge the costs of fleet services to individual funds. The assets and liabilities of the internal service fund are included in governmental activities in the statement of Net Position. 27,070 Long-term liabilities, including bonds payable, are not due and payable in the current period and, therefore, are not reported in governmental funds. (269,740,806) Accrued Interest Payable (1,531,170) Current Portion of Long Term Debt (16,217,962) Accrued Compensated Absences (3,111,799) Net Other Post Employment Benefits Obligation ($23,606,469 less internal service fund balance of $5,019) (23,601,450) Long-term obligations (225,278,425) Net Position of Governmental Activities $ 322,066,496 The accompanying notes are an integral part of these financial statements. 33 Exhibit 4 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS For the Year Ended June 30, 2013 County Wide General Obligation Bonds General Revenues Property Taxes Licenses and Permits Intergovernmental Charges for Services Fines and Forfeitures Interest Miscellaneous $ Total Revenues Expenditures Current General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation Debt Service - Principal Debt Service - Interest and Fees Capital Projects Total Expenditures Excess (deficiency) of revenues over expenditures Other Financing Sources (Uses) Issuance of Bonds Refunding Bond Proceeds Payments to Refunding Debt Escrow Agent Bond Premium Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance - beginning Fund Balance - ending $ 72,758,007 2,816,396 7,821,442 11,734,648 748,503 92,665 594,964 $ 7,954,426 184,594 66,865 - New River TIF Bonds $ Bluffton - County TIF Bonds 6,617,597 55,920 - $ 567,755 189,469 - Real Property Program Sales Tax Projects $ 23,255,723 101,983 - $ 14,318 22,685 Nonmajor Governmental Funds $ 6,888,911 7,888,726 14,326,494 5,370,491 149,933 18,935 940,098 Total Governmental Funds $ 94,786,696 10,705,122 45,588,253 17,105,139 898,436 540,155 1,557,747 96,566,625 8,205,885 6,673,517 757,224 23,357,706 37,003 35,583,588 171,181,548 19,541,629 41,575,053 13,675,578 4,138,661 701,540 11,020,381 1,704,091 14,895,000 7,350,093 - 36,705,000 931,175 - 20,205,000 1,041,406 - 9,872,539 17,556,967 4,116,429 2,607,283 3,874,602 7,167,510 1,092,632 2,112,331 1,000,000 1,121,250 14,395,187 23,658,058 44,182,336 17,550,180 11,306,171 1,794,172 13,132,712 72,805,000 10,443,924 43,528,784 92,356,933 22,245,093 37,636,175 21,246,406 9,872,539 17,556,967 37,487,224 238,401,337 4,209,692 (14,039,208) (30,962,658) (20,489,182) 13,485,167 (17,519,964) (1,903,636) (67,219,789) 1,656,696 (3,987,127) 7,580,000 58,335,000 (65,909,303) 11,525,901 7,093,489 - 520,912 - 5,685,000 2,131,239 - 25,000,000 - 11,000,000 14,933,195 (22,348,404) 49,265,000 58,335,000 (65,909,303) 11,525,901 27,323,615 (27,323,615) (2,330,431) 18,625,087 520,912 7,816,239 - 25,000,000 3,584,791 53,216,598 1,879,261 4,585,879 (30,441,746) (12,672,943) 13,485,167 7,480,036 1,681,155 (14,003,191) 22,342,008 4,294,286 30,441,746 14,572,899 27,836,847 11,370,421 37,216,030 148,074,237 18,850,457 $ 38,897,185 $ 134,071,046 24,221,269 $ 8,880,165 $ - The accompanying notes are an integral part of these financial statements. 34 $ 1,899,956 988,084 (988,084) $ 41,322,014 $ Exhibit 4 Continued BEAUFORT COUNTY, SOUTH CAROLINA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For the Year Ended June 30, 2013 Amounts reported for governmental activities in the statement of activities (Exhibit 2) are different because: Total Net Change in Fund Balances - Governmental Funds (Exhibit 4) $ (14,003,191) Governmental funds report capital outlays as expenditures. However, in the statement of activities, the cost of those assets are allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlay excluded depreciation in the curent period. Capital Outlay 43,374,942 Depreciation ($17,903,529 less $28,233 internal service fund depreciation) (17,875,296) In the statement of activities, the loss on disposal of capital assets is reported. Conversely, governmental funds do not report any gain or loss on disposal of capital assets. (125,089) Net Book Value of Capital Assets Disposed Because some property taxes will not be collected for several months after the County's fiscal year ends, they are not considered "available" revenues in the governmental funds Increase in Deferred Property Taxes 33,303 The issuance of long-term debt (bonds, leases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transactions has any affect on net position. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. This amount is net of the effect of these differences in the treatment of long-term debt and related items. 21,864,291 (49,265,000) Issuance of Long-Term Bonds and Bond Anticipation Notes 72,805,000 Bond Principal Payments (58,335,000) Issuance of Long-Term Bonds to Refinance 2005 and 2006 Bonds 65,909,303 Defeased Bonds in Bond Refinance of 2005 and 2006 Bonds (11,525,901) Addition of Bond Premiums on Long-Term Bonds and Bond Anticipation Notes Amortization of Bond Premiums and Discount 1,411,784 Addition of Deferred Loss on Advance Refundings 1,067,851 (203,746) Amortization of Deferred Loss on Advance Refundings Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds 148,841 Decrease in Accrued Interest (90,123) Increase in Accrued Compensated Absences (5,103,885) Increase in Other Post Employment Benefit Cost The net revenue (expense) of certain activities of internal service funds reported with governmental activities Change in Net Position of Governmental Activities (65,179) $ The accompanying notes are an integral part of these financial statements. 35 28,158,614 Exhibit 5 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES BUDGET (GAAP BASIS) AND ACTUAL GENERAL FUND For the Year Ended June 30, 2013 GENERAL Variance with Final Budget Original Final Budget Budget Positive Actual (Negative) Revenues Property Taxes $ 72,323,941 $ 72,323,941 $ 72,758,007 $ 434,066 Licenses and Permits 2,680,000 2,680,200 2,816,396 136,196 Intergovernmental 8,000,000 7,854,500 7,821,442 (33,058) Charges for Services 11,175,589 11,151,539 11,734,648 583,109 Fines and Forfeitures 860,000 842,500 748,503 (93,997) Interest 175,100 193,100 92,665 (100,435) Miscellaneous 675,500 500,100 594,964 94,864 95,890,130 95,545,880 96,566,625 1,020,745 General Government 20,148,778 20,453,837 19,541,629 912,208 Public Safety 42,111,060 41,583,500 41,575,053 8,447 Public Works 14,224,524 14,131,658 13,675,578 456,080 Public Health 4,213,553 4,186,461 4,138,661 47,800 Total Revenues Expenditures Public Welfare Cultural and Recreation Capital Total Expenditures Excess of Revenues Over Expenditures 819,421 738,488 701,540 36,948 11,513,809 11,436,510 11,020,381 416,129 1,266,856 1,843,829 1,704,091 139,738 94,298,001 94,374,283 92,356,933 2,017,350 1,592,129 1,171,597 4,209,692 3,038,095 Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance 1,657,250 1,656,696 (3,281,664) (3,987,127) (705,463) (1,592,129) (1,624,414) (2,330,431) (706,017) - Fund Balance - beginning Fund Balance - ending 1,260,000 (2,852,129) (452,817) 22,342,008 22,342,008 $ 22,342,008 $ The accompanying notes are an integral part of these financial statements. 36 21,889,191 $ (554) 1,879,261 2,332,078 22,342,008 - 24,221,269 $ 2,332,078 Exhibit 6 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF NET POSITION PROPRIETARY FUNDS June 30, 2013 Internal Business-Type Activities - Enterprise Funds Stormwater Lady's Island Hilton Head Utility Airport Airport Service Fund Totals Garage ASSETS Current Assets Cash and Cash Equivalents $ Receivables, Net 2,596,562 $ 372 $ 200 $ 2,597,134 $ 237,794 122,392 46,755 470,111 639,258 Inventories 92,511 64,223 - 156,734 - Prepayments 14,293 8,605 28,550 51,448 3,090 2,825,758 119,955 498,861 3,444,574 390,873 2,904,079 4,798,267 26,736,971 34,439,317 445,159 Total Current Assets Capital Assets (7,647,743) (10,477,725) (317,251) 891,039 3,981,325 19,089,228 23,961,592 127,908 3,716,797 4,101,280 19,588,089 27,406,166 518,781 Account Payable 231,326 22,987 196,898 451,211 486,692 Accrued Payroll 38,788 2,934 21,317 63,039 - 7,087 573 3,300 10,960 - - 362,852 1,050,985 1,413,837 - Accumulated Depreciation (816,942) 149,989 (2,013,040) Total Assets LIABILITIES Current Liabilities Accrued Compensated Absences Due to General Fund Current Portion of Advance from General Fund Total Current Liabilities - - 50,156 50,156 - 277,201 389,346 1,322,656 1,989,203 486,692 54,539 4,412 25,395 84,346 - 742,397 29,356 283,786 1,055,539 5,019 - - 1,496,036 1,496,036 - 796,936 33,768 1,805,217 2,635,921 5,019 1,074,137 423,114 3,127,873 4,625,124 491,711 891,039 3,981,325 19,089,228 23,961,592 127,908 (2,629,012) (1,180,550) (100,838) Noncurrent Liabilities Accrued Compensated Absences Net Other Postemployment Benefits Obligation Advance from General Fund Total Noncurrent Liabilities Total Liabilities NET POSITION Net investment in capital assets Unrestricted (Deficit) Total Net Position (303,159) 1,751,621 $ 2,642,660 $ 3,678,166 The accompanying notes are an integral part of these financial statements. 37 $ 16,460,216 $ 22,781,042 $ 27,070 Exhibit 7 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS For the Year Ended June 30, 2013 Internal Business-Type Activities - Enterprise Funds Stormwater Lady's Island Hilton Head Utility Airport Airport Service Fund Totals Garage Operating Revenues Garage Billings $ - Fuel and Oil Sales Stormwater Utility Fees Stormwater Utility Project Billings $ - - 417,625 3,070,789 84,211 - Fixed Base Operator Ground Lease $ - $ - $ 1,926,137 - 417,625 3,000,930 - - 3,070,789 - - - 84,211 - - 49,287 49,287 - Fixed Base Operator Concessions - - 17,490 17,490 - Fixed Base Operator Fuel Commission - - 242,350 242,350 - Passenger Facility Charges - - 223,894 223,894 Flight Training Commissions - 1,335 1,203 2,538 - Concession Sales - 3,349 - 3,349 - Firefighting Fees - - 255,144 255,144 - Landing Fees - 12,595 111,422 124,017 - Parking/Taxi Fees - - 53,617 53,617 - Security Fees - - 26,587 26,587 - Rentals - 125,291 597,390 722,681 - Hanger Rentals Operating grant - Transportation Security Administration - - 182,189 182,189 - - - 112,695 112,695 - Other Charges - 571 32,582 33,153 - 3,155,000 560,766 1,905,850 5,621,616 4,927,067 Total Operating Revenues Operating Expenses Costs of Sales and Services Personnel - 298,407 - 298,407 - 1,828,224 125,649 910,176 2,864,049 - Purchased Services 874,851 117,770 463,249 1,455,870 1,954,427 Supplies 294,484 5,672 47,770 347,926 3,009,586 Depreciation 248,463 71,933 559,004 879,400 28,233 3,246,022 619,431 1,980,199 5,845,652 4,992,246 Total Operating Expenses Operating Loss (91,022) (58,665) (74,349) (224,036) (65,179) Non-Operating Revenues (Expenses) Capital Grants - Federal Aviation Administration - 8,936 Non-Operating Grant Expenses - (47,637) Gain/(Loss) on Sale of Capital Assets Interest Income Interest Expense (4,616) - 4,652 - - 36 Total Non-Operating Revenues (Expenses) Change in Net Position (90,986) Net Position, Ending $ 2,642,660 The accompanying notes are an integral part of these financial statements. 38 $ 1,175,792 (506,339) 875 - (553,976) - (3,741) - 183 (78,810) 4,835 (78,810) - (38,701) 582,765 544,100 - (97,366) 508,416 320,064 15,951,800 22,460,978 3,775,532 2,733,646 Net Position, Beginning 1,166,856 3,678,166 $ 16,460,216 $ 22,781,042 (65,179) 92,249 $ 27,070 Exhibit 8 Sheet 1 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For the Year Ended June 30, 2013 Internal Business-Type Activities - Enterprise Funds Stormwater Lady's Island Hilton Head Utility Airport Airport Service Fund Totals Garage Cash Flows from Operating Activities: Cash Received from Customers and Users $ 3,162,184 $ 551,188 $ 1,976,619 $ 5,689,991 Cash Paid to Employees (1,711,000) (118,225) (876,591) (2,705,816) Cash Paid to Suppliers (1,021,284) (394,261) (860,361) (2,275,906) 38,702 239,667 Total Provided By (Used For) Operating Activities 429,900 $ 5,011,189 (4,773,395) 708,269 237,794 Cash Flows from Noncapital Financing Activities: FAA Grants - 8,935 481,022 489,957 - Non-Operating Grant Expenses - (47,637) (506,339) (553,976) - Principal Payment on Advance - (47,725) (47,725) - Interest Paid on Advance - Total Used For Noncapital Financing Activities (38,702) - (78,810) (78,810) - (151,852) (190,554) - Cash Flows from Capital and Related Financing Activities: FAA Grants Transfers (to)/from General Fund Proceeds from Sale of Capital Assets Purchase of Capital Assets - - 685,834 685,834 - 7,693 - - 7,693 - (4,616) - (3,741) - (146,213) - (774,707) 875 (920,920) - (143,136) - (87,998) (231,134) - Total Provided By (Used For) Capital and Related Activities Cash Flows from Investing Activities: Interest Earned Net Increase in Cash and Cash Equivalents Cash and Cash Equivalents, July 1, 2012 Cash and Cash Equivalents, June 30, 2013 4,652 - 183 4,835 - 291,416 - - 291,416 237,794 2,305,146 372 200 2,305,718 - $ 2,596,562 $ - 372 - The accompanying notes are an integral part of these financial statements. 39 $ 200 - $ 2,597,134 - $ 237,794 - Exhibit 8 Sheet 2 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For the Year Ended June 30, 2013 Internal Service Fund Business-Type Activities - Enterprise Funds Stormwater Lady's Island Hilton Head Utility Airport Airport Totals Garage Reconciliation of Operating Income to Net Cash Flows Provided by (Used for) Operating Activities: Operating Loss $ (91,022) $ (58,665) $ (74,349) $ (224,036) $ (65,179) Adjustments to Reconcile: Depreciation 248,463 71,933 559,004 879,400 28,233 68,375 84,122 Changes in Assets and Liabilities: (Increase) Decrease in Accounts Receivable (Increase) Decrease in Inventories (Increase) Decrease in Other Current Assets Increase (Decrease) in Accounts Payable Increase (Decrease) in Due to General Fund 7,184 (9,578) 70,769 10,430 (15,085) - 5,909 (3,151) (7,892) (5,134) 131,712 (2,098) (49,987) 79,627 - Increase (Decrease) in Accrued Payroll (4,655) (469) 191,087 47,922 (291,463) (243,541) - (15,475) (2,483) (12,894) (30,852) - (7,781) 2,103 (8,152) (13,830) - 140,480 7,804 54,631 202,915 - 272,459 25,434 (244,988) 52,905 274,740 Increase (Decrease) in Accrued Compensated Absences Increase (Decrease) in Net Other Postemployment Benefits Obligation Net Cash Flow Provided by (Used for) Operating Activities $ 429,900 $ The accompanying notes are an integral part of these financial statements. 40 38,702 $ 239,667 $ 708,269 $ 237,794 Exhibit 9 BEAUFORT COUNTY, SOUTH CAROLINA STATEMENT OF FIDUCIARY NET POSITION AGENCY FUNDS June 30, 2013 ASSETS Cash and Equity in Pooled Cash and Investments $ 130,609,085 LIABILITIES Due to Agency $ 130,609,085 The accompanying notes are an integral part of these financial statements. 41 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies The financial statements of Beaufort County, South Carolina, have been prepared in conformity with accounting principles (GAAP) generally accepted in the United States of America as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the government’s accounting policies are described below. During the year ended June 30, 2013, the County implemented SGAS No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. SGAS No. 63 identifies net position as the residual of all other elements presented in a statement of financial position. This Statement amends the net asset reporting requirements in SGAS No. 34, Basic Financial Statements – and Management’s Discussion and Analysis – for State and Local Governments, and other pronouncements by incorporating deferred outflows of resources and deferred inflows of resources into the definitions of the required components of the residual measure and by renaming that measure as net position, rather than net assets. The implementation of SGAS No. 63 did not result in a change to beginning net position. During the year ended June 30, 2013, the County implemented SGAS No. 65, Items Previously Reported as Assets and Liabilities. SGAS No. 65 establishes accounting and financial reporting standards that reclassify, as deferred outflows of resources or deferred inflows of resources, certain items that were previously reported as assets and liabilities and recognizes, as outflows of resources or inflows of resources, certain items that were previously reported as assets and liabilities. The provisions of SGAS No. 65 did not result in a change to beginning net position. Reporting Entity Beaufort County operates under the Council/Administrator form of government with Council members elected for four-year terms from each of the eleven single-member districts. This report includes all funds of Beaufort County that are controlled by this governing body, and are considered to be the “reporting entity” known as Beaufort County. Government-Wide Financial Statements The statement of net position and the statement of activities display information about the County as a whole. These statements include the financial activities of the primary government, except for fiduciary funds. For the most part, the effect of interfund activity has been removed from the statements. The statements distinguish between those activities of the County that are governmental and those that are considered business-type activities. The statement of net position presents the financial condition of the governmental and business-type activities for the County at year-end. The statement of activities presents a comparison between direct expenses and program revenues for each program or function of the County’s governmental activities and for the business-type activities of the County. Direct expenses are those that are specifically associated with a service, program, or department and therefore clearly identifiable to a particular function. Program revenues include charges paid by the recipient for the goods or services offered by the program, grants and contributions that are restricted to meeting the operational or capital requirements of a particular program, and interest earned on grants that is required to be used to support a particular program. Revenues which are not classified as program revenues are presented as general revenues of the County, with certain limited exceptions. The comparison of direct expenses with program revenues identifies the extent to which each business segment or governmental function is self-financing or draws from the general revenues of the County. Fund Financial Statements During the year, the County segregates transactions related to certain County functions or activities in separate funds in order to aid financial management and to demonstrate legal compliance. Fund financial statements are designed to present financial information of the County at this more detailed level. The focus of governmental and enterprise fund financial statements is on major funds. Each major fund is presented in a separate column. aggregated and presented in a single column. 42 Nonmajor funds are BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies – Continued: Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as is the proprietary fund. The fiduciary fund financial statements are reported using no measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property taxes, franchise taxes, licenses, and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. All other revenue items are considered to be measurable and available only when cash is received by the government. The government reports the following major governmental funds: The general fund is the government’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. The county wide general obligation bond fund accounts for the expenditures of the bond proceeds of the bonds issued for various capital projects throughout the County. The New River Tax Incremental Financing District (TIF) bonds fund accounts for the expenditure of the bond proceeds of the bonds issued for the improvements within the TIF district. These improvements include the new river campus for the University of South Carolina-Beaufort and the south campus for the Technical College of the Lowcountry. The Bluffton County TIF bonds fund accounts for the expenditure of the bond proceeds of the bonds issued for the improvements within the TIF district. These improvements included various projects within the Town of Bluffton, which included the Beaufort County Library System’s Bluffton branch. The sales tax projects fund accounts for the expenditure of the 1% local sales tax referendum proceeds which are used for various capital projects throughout the County. The real property purchase program fund accounts for the expenditure of bond proceeds of the bonds issued for the purchase of rural and critical lands within the County. The County reports the following major enterprise funds: The stormwater utility fund accounts for the activities of the County’s stormwater utility operations. The Lady’s Island Airport fund accounts for the activities of the County’s airport operations on Lady’s Island. The Hilton Head Island Airport fund accounts for the activities of the airport’s operations on Hilton Head Island. The County reports the following internal service fund: The garage fund accounts for the activities of the County’s garage operations. 43 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies – Continued: Additionally, the government reports the following fund types: Special Revenue Funds The special revenue funds are used to account for the proceeds of specific revenue sources (other than special assessments, or major capital projects) that are legally restricted or committed to expenditures for specified purposes other than debt service and capital projects. Debt Service Funds Debt service funds are used to account for the accumulation of restricted resources for, and the payment of, general long-term debt principal and interest. Capital Projects Funds Capital projects funds are used to account for financial restricted resources to be used for the acquisition or construction of major capital facilities. Agency Funds The agency funds account for monies held on behalf of school districts, special districts, and other agencies that use the County as a depository or property taxes are collected on behalf of the other governments. These funds are custodial in nature and do not involve measurement of results of operations. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are charges between the government’s garage function and various other functions of the government. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Amount reported as program revenues include (1) charges to customers or applicants for goods, services, or privileges provided, (2) operating grants and contributions, and (3) capital grants and contributions. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the County enterprise fund are charges to customers for sales and services. Operating expenses for enterprise funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. 44 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies – Continued: Net Position - Net position represents the difference between assets, liabilities and deferred inflows/outflows of resources. Net position invested in net capital assets consists of capital assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowing used for the acquisition construction or improvements of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the County or through external restriction imposed by creditors, grantors, laws, or regulations of other governments. Net position invested in net capital assets was as follows: Net Capital Assets Less: Current Portion of Long Term Debt Long-Term Obligations Add Unspent Bond Proceeds: Real Property Program Capital Projects Funds $ $ Governmental 450,241,580 (16,217,962) (225,278,425) 18,850,457 8,209,453 235,805,103 Business Type $ 23,961,592 $ 23,961,592 Deferred outflows/inflows of resources – 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(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. The government only has one item that qualifies for reporting in this category. It is the deferred charge on refunding reported in the government-wide statement of net position. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. 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(s) and so will not be recognized as an inflow of resources (revenue) until that time. The government has only one type of item, which arises only under a modified accrual basis of accounting, that qualifies for reporting in this category. Accordingly, the item, unavailable revenue, is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues from two sources: property taxes and special assessments. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. Net position flow assumption - Sometimes the County will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted – net position and unrestricted – net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the County’s policy to consider restricted – net position to have been depleted before unrestricted – net position is applied. Cash and cash equivalents – The County’s cash and cash equivalents are considered to be cash on hand, demand deposits, and short-term investments with original maturities of three months or less from the date of acquisition. Equity in Pooled Cash and Investments - The County maintains a pooled cash and investment account for all funds for accounting and investment purposes. This gives the County the ability to invest idle cash for short periods of time and to earn the most favorable available rate of return. The "equity in pooled cash and investments" represents the amount of pooled cash and investments owned by each fund of the County. Certain individual funds may reflect a cash deficit, from time to time. These cash deficits are not considered an equity transfer since the transfer has not been approved by County Council and is considered to be temporary in nature. Investments - Investments consist of certificates of deposit and repurchase agreements. With the majority of the County’s investments maturing in less than 1 year, all investments are recorded at cost, which approximates fair value. 45 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies – Continued: Receivables - All receivables are reported at their gross value and when appropriate, are reduced by the estimated portion that is uncollectible. Inventories - Inventories consist of fuels and supplies (enterprise funds) and are stated at the lower of "first-in, first-out" cost or market. Capital Assets - Capital assets purchased or acquired with an original cost of $5,000 or more are reported at historical cost or estimated historical cost. Contributed assets are reported at fair market value as of the date received. Additions, improvements and other capital outlays that significantly extend the useful life of an asset are capitalized. Other costs incurred for repairs and maintenance are expensed as incurred. Depreciation on all assets is calculated on the straight-line basis starting in the month of purchase/completion over the following estimated useful lives: Buildings Improvements Infrastructure Equipment 25 Years 25 Years 25 Years 5 - 10 Years In lieu of annual depreciation, the County has elected to use the “modified approach” for its infrastructure assets within its Hilton Head Island Airport and its Lady’s Island Airport, which consists of reporting as required supplemental information (RSI) the current assessed condition of the assets pursuant to its runway, taxiway, and apron management system and the estimated annual amounts to maintain and preserve such assets along with actual amounts expensed during the period. Long-Term Obligations – In the government-wide financial statements and proprietary funds financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable government activities, business-type activities, or proprietary fund type statement of net position. Bond premiums and discounts are deferred and amortized over the life of the bonds using the effective interest method. In the fund financial statements, governmental fund types recognize bond premiums and discounts during the current period. The County has elected to early implement GASB 65 in regards to expending its bond costs when incurred. The face amount of debt issued is reported as bond proceeds. Premiums received on debt issuances are reported as interest on investments while discounts and issuance costs are reported as interest and fees expenditures. Compensated Absences – The County accrues compensated absences and associated employee-related costs when earned by the employee. The general fund is used to liquidate the liability for non-proprietary fund accrued compensated absences. Due to and from Other Funds/Internal Balances – Interfund receivables and payables in the fund financial statements and internal balances in the government-wide financial statements arise from interfund transactions and are recorded by all funds affected in the period in which transactions are executed. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Revenues – Substantially all governmental fund revenues are accrued. Property taxes are billed and collected within the same period in which the taxes are levied. Expenditures – Expenditures are recognized when the related fund liability is incurred. 46 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 1. Summary of Significant Accounting Policies – Continued: Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the County’s financial position and results of operations and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Budgets and Budgetary Accounting - The County uses GAAP as the basis for its budgeting and uses the following procedures in establishing the budgetary data reflected in the financial statements: (1) The County Administrator submits to County Council, prior to June 1, proposed operating, special revenue, debt service, and capital improvement (CIP) budgets for the fiscal year commencing July 1. The operating, special revenue, debt service, and CIP budgets include proposed expenditures, revenues, and financing sources. (2) The Council requires such changes to be made as it deems necessary, provided the budget remains in balance and is subject to the notice of hearing requirements of Section 4-9-140 of the South Carolina Statutes. (3) Public hearings are held pursuant to Section 4-9-140 of the South Carolina Statutes in order for the Council to adopt the tentative and final budget. (4) Prior to July 1, the operating, special revenue, debt service and CIP budgets are legally enacted through passage of an ordinance setting forth anticipated revenues and appropriations by fund. (5) The County Administrator or his designee is authorized to transfer funds among operating accounts or among capital accounts within a department. All transfers over $10,000 between departments and programs or between operating and capital accounts must be authorized by the Council in accordance with Section 4-9-140 of the South Carolina Statutes. In accordance with County Ordinance #2006/14, Section 12, amounts of $10,000 or less can be approved by the Council Chairman and/or Council Finance Committee Chairman; transfers of $5,000 or less can be approved by the County Administrator and/or his designee. (6) Formal budgetary integration is employed as a measurement control device for all governmental funds of the County. The legal level of budgetary control (i.e. the level at which expenditures may not legally exceed appropriations) is the department level. The County has legally adopted budgets for all funds with the exception of the following: Clerk of Court Discretionary, Sheriff’s Restricted Drug Award Trust, Gift Store Program, Sheldon Rehabilitation Project, Library Trust, Library Special Trust, and the DSN Community Support Waiver funds. (7) Budgets for the governmental fund types are adopted on a basis consistent with generally accepted accounting principles. (8) Revenues in excess of the current budget ordinance may be expended as directed by the revenue source or for the purpose for which the funds were generated without further approval by County Council, as per Section 14 of County Ordinance #2006/14. (9) These financial statements have not been updated for subsequent events occurring after October 25, 2012, which is the date these financial statements were available to be issued. 47 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 2. Cash and Equity in Pooled Cash and Investments Custodial Credit Risk - Deposits Custodial credit risk is the risk that in the event of a bank failure, the County’s deposits may not be returned. The County does not have a deposit policy for custodial credit risk. At June 30, 2013, the carrying amount of the County’s deposits was $34,380,996 and the bank balance was $44,166,626. State law requires that all of the County’s deposits be covered by FDIC insurance or by collateral held by the pledging financial institutions’ trust department in the County’s name. The County’s deposits were fully insured or collateralized as of June 30, 2013. Investments As of June 30, 2013, the County has the following investments: Investment Type US Governmental Agency Obligations South Carolina Local Government Investment Pool Investment Maturities (in Years) 1-5 21-25 $ 3,653,286 $ 259,570 Fair Value $ 80,926,460 Less than 1 $ 76,030,145 80,926,460 76,030,145 3,653,286 259,570 983,459 145,970,538 145,970,538 - - - $ 226,896,998 $ 222,000,683 $ 3,653,286 $ 259,570 $ $ 26 - 30 983,459 983,459 Interest Rate Risk The County strictly adheres to the State’s investment policy that limits investment maturities as a means of managing its exposure to fair value losses arising from increasing interest rates. Credit Risk The County strictly adheres to the State’s investment policy that would further limit its investment choices. The fair value of the County’s position in the South Carolina Local Government Investment Pool (LGIP) is the same as the value of pool shares. The regulatory oversight for the LGIP is the State of South Carolina. As of June 30, 2013, the underlying security ratings of the County’s investment in the LGIP may be obtained from the LGIP’s complete financial statements. LGIP is rated AA for long-term unsecured debt and A1+ for short-term notes by Standard & Poor’s. These financial statements may be obtained by writing to the following address: The State Treasurer’s Office Local Government Investment Pool Post Office Box 11778 Columbia, SC 29211 The County’s investments in U.S. Government Agency Obligations were rated AA by Standard & Poor’s. Concentration of Credit Risk The County places no limit on the amount the County may invest in any one issuer. As of June 30, 2013, the County had investments with three issuers that exceeded 5% of total investments. 48 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 3. Receivables/Due from Other Governments/Note Receivable All property taxes receivable are shown net of allowances for uncollectibles. The County considers all taxes to be collectible; therefore, no allowance for uncollectibles has been established. The following details receivables -net by fund: Property Tax Receivable Licenses and Fees Receivable Accounts Receivable - Other Property Tax Receivable Licenses and Fees Receivable Accounts Receivable - Other General Fund $ 2,381,035 1,007,682 County Wide General Obligation Bonds $ 262,887 19 New River TIF Bonds $ 76,522 - $ 3,388,717 $ $ Bluffton County TIF Bonds $ 16,961 $ Licenses and Fees Receivable 16,961 262,906 76,522 4,791,974 Nonmajor Governmental Funds $ 228,964 1,019,585 702,512 $ 4,791,974 $ 1,951,061 Sales Tax Projects $ Stormw ater Utility $ 122,392 Lady's Island Airport $ 46,755 Hilton Head Airport $ 470,111 Internal Service Fund Garage $ 149,989 $ $ $ $ 122,392 46,755 470,111 149,989 Key dates in the property tax cycle for tax year 2012 are as follows: Assessment Date 2012 Property Taxes Levied August 28, 2012 Tax Bills Rendered November 5, 2012 Property Taxes Payable March 16, 2013 Delinquency Date March 17, 2013 Tax Sale Dates October 7, 2013 49 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 3. Receivables/Due from Other Governments/Note Receivable- Continued: The following details the due from other governments by fund: General Government Programs Public Safety Programs Public Works Programs Alcohol & Drug Programs Public Welfare Programs Cultural & Recreational Programs Capital Projects General Fund $ 1,535,551 91,784 - Nonmajor Governmental Funds $ 133,666 215,639 515,999 61,616 14,975 81,196 323,934 $ 1,627,335 $ 1,347,025 In November 2006, the County issued $17,500,000 in General Obligation bonds bearing interest rates of 3.5% to 8.0% and with varying maturities through 2026. The Technical College of the Lowcountry’s portion of this bond is $1,500,000. The following reflects the future minimum payments receivable at June 30, 2013, under this note receivable: Fiscal Year Ending 2014 2015 2016 2017 2018 2019-2023 2024-2026 $ Amount 115,168 116,882 118,596 117,054 118,254 603,021 363,064 Total Minimum Note Payments Less Amount Representing Interest 1,552,039 (382,039) Present Value of Minimum Note Payments Less Current Portion 1,170,000 (64,286) Long-Term Portion $ 1,105,714 Advances from General Fund In September 2007, the County issued a note for $1,800,000 for the balance owed for the construction of hangers at the Hilton Head Island Airport. The note is payable in quarterly payments of $31,634, including interest at 5.0% through June 2032. Annual requirements to amortize the advances from general fund outstanding at June 30, 2013, are as follows: Loan Payable to General Fund Principal Interest Fiscal Year Ending 2014 $ 126,535 $ 50,156 $ 76,379 2015 126,535 52,711 73,824 2016 126,534 55,396 71,138 2017 126,535 58,219 68,316 2018 126,535 61,185 65,350 2019-2023 632,674 355,979 276,695 2024-2028 632,674 456,379 176,295 2029-2032 506,139 456,167 49,972 Total $ 2,404,161 $ 1,546,192 $ 50 857,969 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 4. Capital Assets Governmental Activities Balance June 30, 2012 Capital Assets not Being Depreciated: Land $ Easements Construction in Progress Total Capital Assets not Being Depreciated Disposals or Transfers Additions 84,651,522 15,787,000 126,680,023 $ 17,375,900 23,822,569 $ Balance June 30, 2013 70,525,808 $ 102,027,422 15,787,000 79,976,784 227,118,545 41,198,469 70,525,808 197,791,206 Other Capital Assets: Buildings & Improvements Infrastructure Equipment 162,164,663 95,275,192 68,765,405 9,511,671 60,077,912 3,112,698 566,735 171,676,334 155,353,104 71,311,368 Total Other Capital Assets 326,205,260 72,702,281 566,735 398,340,806 65,185,503 6,551,315 - 71,736,818 19,063,773 4,248,340 - 23,312,113 Less Accumulated Depreciation Accumulated Depreciation Buildings & Improvements Accumulated Depreciation Infrastructure Accumulated Depreciation Equipment 44,179,273 7,103,874 441,646 50,841,501 Total Accumulated Depreciation 128,428,549 17,903,529 441,646 145,890,432 Other Capital Assets, Net 197,776,711 54,798,752 125,089 252,450,374 Governmental Activities Capital Assets, Net $ 424,895,256 $ 95,997,221 $ 70,650,897 $ 450,241,580 For the capital assets of the governmental activities, depreciation is computed on the straight-line method of depreciation over the estimated useful lives of the assets, which range from five to twenty-five years. Depreciation expense for the year ended June 30, 2013 was $17,903,529 and the accumulated depreciation as of June 30, 2013 was $145,890,432. The depreciation expense was allocated as follows: General Government Public Safety Public Works Public Health Public Welfare Cultural and Recreation $ 3,688,130 5,774,708 5,216,728 150,780 484,708 2,588,475 Total $ 17,903,529 51 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 4. Capital Assets- Continued: Business-Type Activities Balance June 30, 2012 Disposals or Transfers Additions Balance June 30, 2013 Capital Assets not Being Depreciated: Land $ Infrastructure Construction in Progress Total Capital Assets not Being Depreciated 14,821,132 1,092,052 340,941 15,572,243 Other Capital Assets: Buildings & Improvements Equipment 13,798,703 4,962,519 50,426 165,760 110,335 13,849,129 5,017,944 Total Other Capital Assets 18,761,222 216,186 110,335 18,867,073 Less Accumulated Depreciation Accumulated Depreciation Buildings & Improvements Accumulated Depreciation Equipment 6,206,980 552,694 - 6,759,674 3,447,610 326,706 56,266 3,718,050 Total Accumulated Depreciation 9,654,590 879,400 56,266 10,477,724 Other Capital Assets, Net 9,106,632 (663,214) 54,069 8,389,349 Business-Type Activities Capital Assets, Net $ 5,262,283 9,229,801 329,048 $ $ 23,927,764 301,025 791,027 428,838 $ $ 340,941 395,010 $ $ 5,563,308 9,229,801 779,134 23,961,592 For the capital assets of the business–type activities, depreciation is computed on the straight-line method of depreciation over the estimated useful lives, which range from five to twenty-five years, of the assets. Depreciation expense for the year ended June 30, 2013 was $879,400 and the accumulated depreciation as of June 30, 2013 was $10,477,724. The depreciation expense was allocated as follows: Stormw ater Utility Lady's Island Airport Hilton Head Airport $ 248,463 71,933 559,004 Total $ 879,400 52 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long-Term Obligations General Obligation Bonds TIF Revenue Bonds Premiums Governmental Activities $ 219,235,000 5,685,000 16,576,387 $ 241,496,387 Deferred Charge on Refundings $ 5,627,154 General Obligation Bonds In June 2003, the County issued $25,500,000 in general obligation bonds, bearing interest rates of 2.0% to 5.0% and with varying maturities through 2023. The proceeds of these bonds were used as follows: $10,000,000 for the purchase of real property program as approved by referendum in November 2000, $5,000,000 for paving and improving roads within the County, and $10,500,000 for various County projects including the purchase of telecommunications equipment, improvements to various County parks, and for other governmental construction projects within the County. These bonds were fully retired during the 2013 fiscal year. In November 2004, the County issued $30,500,000 in general obligation bonds bearing interest rates of 3.0% to 5.0% and with varying maturities through 2025. The proceeds of these bonds were used as follows: $20,000,000 for the purchase of real property program as approved by referendum in November 2000, and $10,500,000 for various County projects including the purchase of various public works and public safety vehicles, improvements to various County parks, and for other governmental construction projects within the County. In November 2006, the County issued $17,500,000 in general obligation bonds bearing interest rates of 3.5% to 8.0% and with varying maturities through 2026. The proceeds of these bonds were used for various County projects. In December 2006, the County issued $30,000,000 in general obligation bonds bearing interest rates of 4.0% to 6.75% and with varying maturities through 2026. The proceeds of these bonds were used to “pay off” the County’s bond anticipation notes of $25,000,000 and provide additional funds for the construction of the Bluffton Parkway Project. In September 2007, the County issued $25,500,000 of general obligation bonds bearing interest rates of 4.0% to 5.0% and with varying maturity dates through 2027. $20,000,000 of the proceeds of these bonds was used for the County’s rural and critical lands projects, as approved by referendum in November 2006, and the remaining $5,500,000 of the proceeds of these bonds was used for the Buckwalter Parkway extension. 53 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long-Term Obligations- Continued: In October 2007, the County issued $17,530,000 of general obligation refunding bonds bearing interest rates of 4.0% to 5.0% and with varying maturity dates through 2020. These refunding bonds provide resources to purchase U.S. Government State and Local Government Series Securities that were placed in an irrevocable trust for the purpose of generating resources for most future debt service payments on the 2001 County Bonds. As a result, the refunded bonds were considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The reacquisition price exceeded the net carrying value of the old debt by $809,915, as the transaction resulted in an economic gain of $1,344,074. The 2001 County Bonds were fully retired during the 2011 fiscal year. In March 2010, the County issued $48,755,000 of general obligation bonds and Build America General Obligation Bonds bearing interest rates of 2.0% to 5.625% and with maturity dates through 2029. The proceeds of these bonds were used to pay off the related bond anticipation notes that were issued in March 2009. $20,000,000 of the proceeds of the bond anticipation notes were used for the County’s rural and critical lands projects and $28,755,000 of the proceeds were used for various County projects. In November 2010, the County issued $8,125,000 of general obligation refunding bonds bearing interest rates of 2.0% to 4.0% and with varying maturity dates through 2022. The refunding bonds provide resources to purchase U.S. Government State and Local Government Series Securities that were placed in an irrevocable trust for the purpose of generating resources for most future debt service payments on the 2002 County Bonds. As a result, the refunded bonds are considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The reacquisition price exceeded the net carrying value of the old debt by $547,943, as the transaction resulted in an economic gain of $420,749. In December 2011, the County issued $10,000,000 of general obligation bonds bearing interest rates of 2.0% to 3.5 % and with varying maturity dates through 2031. The proceeds of these bonds were used for the County’s rural and critical lands projects, as approved by referendum in November 2006. In January 2012, the County issued $15,295,000 of general obligation refunding bonds bearing interest rates of 2.0% to 4.0% and with varying maturity dates through 2023. The refunding bonds provide resources to purchase U.S. Government State and Local Government Series Securities that were placed in an irrevocable trust for the purpose of generating resources for most future debt service payments on the 2003 County Bonds. As a result, the refunded bonds are considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The reacquisition price exceeded the net carrying value of the old debt by $1,400,206, as the transaction resulted in an economic gain of $2,196,519. In August 2012, the County issued $25,185,000 of general obligation refunding bonds bearing interest rates of 2.0% to 5.0% and with varying maturity dates through 2025. The proceeds were used to advance refund $27,050,000 of outstanding 2005 general obligation bonds which had interest rates ranging from 3.0% to 5.0%. The net proceeds of $28,882,311 (including a $3,938,020 premium and after payment of $240,709 in underwriting fees and other issuance costs) were deposited in an irrevocable trust with an escrow agent to provide funds for the future debt service payments on the refunded bonds. As a result, the 2005 general obligation bonds are considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The reacquisition price exceeded the net carrying value of the old debt by $1,832,311, as the transaction resulted in an economic gain of $4,316,298. In October 2012, the County issued $6,000,000 of general obligation bonds through the United States Department of Agriculture bearing an interest rate of 3.5% and with varying maturity dates through 2052. The proceeds of these bonds were used for the County’s St. Helena Library project. 54 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long-Term Obligations- Continued: In May 2013, the County issued $7,580,000 of general obligation bonds bearing interest rates of 1.5% to 4.0% and with varying maturity dates through 2033. The proceeds of these bonds were used to pay off the related bond anticipation notes of $2,500,000 and $5,000,000 that were issued in May 2012 and October 2012, respectively. In May 2013, the County issued $25,000,000 of general obligation bonds bearing interest rates of 1.5% to 5.0% and with varying maturity dates through 2029. The proceeds of these bonds were used for the County’s rural and critical land projects, as approved by referendum in November 2012. In May 2013, the County issued $33,150,000 of general obligation refunding bonds bearing interest rates of 1.5% to 5.0% and with varying maturity dates through 2026. The proceeds were used to advance refund $11,250,000 and $21,900,000 of outstanding 2006 and 2006B general obligation bonds which had interest rates ranging from 3.5% to 8.0% and 4.0% to 6.75%, respectively. The net proceeds of $37,026,992 (including a $4,174,601 premium and after payment of $297,609 in underwriting fees and other issuance costs) were deposited in an irrevocable trust with an escrow agent to provide funds for the future debt service payments on the refunded bonds. As a result, the 2006 and 2006B general obligation bonds are considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The reacquisition price exceeded the net carrying value of the old debt by $3,876,919, as the transaction resulted in an economic gain of $2,013,870. The 2005, 2006, 2006B, 2007, 2007B, 2010A, 2010B, 2010C, 2011, 2012A, 2012C, 2012E, 2013A, 2013B and 2013C general obligation bonds are collateralized by the full faith and credit of the County and are payable from ad valorem taxes. 55 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long Term Obligations – Continued: General obligation bonds accounted for in the County's Statement of Net Position consist of the following at June 30, 2013: Description Original Issue Outstanding at June 30, 2013 Rates Dates Maturity 2005 County Bonds 3.0% - 5.0% 2/1 and 8/1 2025 2006 County Bonds 3.5% - 8.0% 3/1 and 9/1 2026 17,500,000 2,400,000 2006B County Bonds 4.0% - 6.75% 3/1 and 9/1 2026 30,000,000 3,600,000 2007 County Bonds 4.0% - 5.0% 3/1 and 9/1 2027 25,500,000 22,725,000 2007B County Bonds 4.0% - 5.0% 2/1 and 8/1 2020 17,530,000 13,850,000 2010A County Bonds 2.0% - 5.0% 3/1 and 9/1 2029 24,205,000 21,280,000 2010B County Bonds 4.7% - 5.625% 3/1 and 9/1 2029 24,550,000 24,550,000 2010C County Bonds 2.0% - 4.0% 2/1 and 8/1 2022 8,125,000 8,125,000 2011 County Bonds 2.0% - 3.5% 3/1 and 9/1 2031 10,000,000 9,895,000 2012A County Bonds 2.0% - 4.0% 3/1 and 9/1 2023 15,295,000 15,295,000 2012C County Bonds 2.0% - 5.0% 2/1 and 8/1 2025 25,185,000 25,185,000 2012E County Bonds 3.5% 10/12 2052 6,000,000 6,000,000 2013A County Bonds 1.5% - 4.0% 11/1 and 5/1 2033 7,580,000 7,580,000 2013B County Bonds 1.5% - 4.0% 11/1 and 5/1 2029 25,000,000 25,000,000 2013C County Bonds 1.5% - 5.0% 3/1 and 9/1 2026 33,150,000 $ 300,120,000 33,150,000 $ 219,235,000 $ 30,500,000 A schedule of the debt service requirements associated with the general obligation bonds is as follows: Fiscal Year Ending 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 Thereafter Total $ $ Principal 13,535,980 11,828,464 12,686,036 13,563,697 14,281,451 80,182,066 50,826,914 18,337,684 3,992,708 219,235,000 $ $ Interest 8,002,924 7,909,210 7,501,013 6,906,652 6,396,698 23,087,284 8,238,763 2,207,830 1,626,892 71,877,266 $ $ Total 21,538,904 19,737,674 20,187,049 20,470,349 20,678,149 103,269,350 59,065,677 20,545,514 5,619,600 291,112,266 Total interest paid on bonds outstanding for the year ended June 30, 2013 was $6,815,433. 56 $ 600,000 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long Term Obligations – Continued: Tax Increment Financing Revenue Bonds In December 2002, the County issued $40,000,000 in Tax Increment Financing Revenue Bonds for the New River TIF District, bearing interest rates of 3.0% to 5.5% and with varying maturities through 2027. The proceeds of these bonds were used to provide infrastructure and other improvements within the Tax Increment Financing District, including buildings for both the University of South Carolina – Beaufort and the Technical College of the Lowcountry, which the County owns. These bonds were retired during the 2013 fiscal year. In November 2003, the County issued $23,680,000 in Tax Increment Revenue Bonds for the Bluffton TIF District, bearing interest rates of 2.0% to 5.0% and with varying maturities through 2028. The proceeds of these bonds were used to pay the outstanding bond anticipation note and to provide infrastructure improvements within the Tax Increment Financing District. These bonds were retired during the 2013 fiscal year. In January 2013, the County issued $5,685,000 in Tax Increment Revenue Refunding Bonds for the Bluffton TIF District, bearing an interest rate of 1.42% and with varying maturities through 2019. The refunding bonds provide resources to purchase U.S. Government State and Local Government Series Securities that were placed in an irrevocable trust for the purpose of generating resources for most future debt service payments on the Bluffton TIF District. As a result, the refunded bonds are considered to be partially defeased and the liability has been removed from the governmental activities column of the statement of net position. The transaction resulted in an economic gain of $864,271. Tax increment revenue bonds accounted for in the County's Statement of Net Position consist of the following at June 30, 2013: Description Rates Dates Maturity Bluffton - County TIF Bonds 1.42% 2/1 and 8/1 2019 Original Issue Outstanding at June 30, 2013 5,685,000 5,685,000 $ 5,685,000 $ 5,685,000 A schedule of the debt service requirements associated with the tax increment financing revenue bonds is as follows: Fiscal Year Ending 2014 2015 2016 2017 2018 2019 Total $ $ Principal 745,000 950,000 695,000 885,000 1,090,000 1,320,000 5,685,000 $ $ Interest 80,951 70,148 56,658 46,789 34,222 18,744 307,512 $ $ Total 825,951 1,020,148 751,658 931,789 1,124,222 1,338,744 5,992,512 Total interest paid on bonds outstanding for the year ended June 30, 2013 as $1,928,950. For the payment of the principal and interest on the bonds as they respectively mature and for the creation of such sinking fund as may be necessary therefore, the full faith, credit and taxing power of the County are irrevocably pledged and there shall be levied annually by the County auditor and collected by the County treasurer in the same manner as other County taxes are levied and collected, as tax, without limit, on all taxable property in the County sufficient to pay the principal and interest of the bonds as they respectively mature and to create such sinking fund as may be necessary therefore. 57 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long Term Obligations – Continued: Total Governmental Activities Debt A schedule of the debt service requirements associated with the total governmental activities debt is as follows: Fiscal Year Ending 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 Thereafter Total $ $ Principal 14,280,980 12,778,464 13,381,036 14,448,697 15,371,451 81,502,066 50,826,914 18,337,684 3,992,708 224,920,000 $ $ Interest 8,083,875 7,979,358 7,557,671 6,953,441 6,430,920 23,106,028 8,238,763 2,207,830 1,626,892 72,184,778 $ $ Total 22,364,855 20,757,822 20,938,707 21,402,138 21,802,371 104,608,094 59,065,677 20,545,514 5,619,600 297,104,778 Bond Anticipation Notes In May 2012, the County issued $2,500,000 in Bond Anticipation Notes bearing an interest rate of 1.5% and with a maturity date of May 10, 2013. The County refinanced the Bond Anticipation Notes into General Obligation Bonds in fiscal year 2013. In October 2012, the County issued $5,000,000 in Bond Anticipation Notes bearing an interest rate of 1.5% and with a maturity date of May 10, 2013. The County refinanced the Bond Anticipation Notes into General Obligation Bonds in fiscal year 2013. Governmental Activities Changes in Long-Term Obligations General Obligation Bonds Bond Anticipation Notes TIF Revenue Bonds Premiums Discount Balance June 30, 2012 $ 190,915,000 2,500,000 56,910,000 7,509,598 (101,073) Total $ Deferred Charge on Refundings $ 257,733,525 - 58 $ Additions 96,915,000 5,000,000 5,685,000 11,525,901 - $ Retirements 68,595,000 7,500,000 56,910,000 2,459,112 (101,073) Balance June 30, 2013 $ 219,235,000 5,685,000 16,576,387 - $ 119,125,901 $ 135,363,039 $ 241,496,387 $ 5,830,901 $ 203,747 $ 5,627,154 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 5. Long Term Obligations – Continued: Current Portion of Long Term Obligations The current portion of long term obligations is computed as follows: General Obligation Bonds TIF Revenue Bonds Premiums Deferred Charge on Refundings $ 13,535,980 745,000 1,936,982 $ 16,217,962 $ 487,449 The current portion of deferred charges on refundings expected to be amortized through interest expense during fiscal year 2014 is $487,449. 6. Accrued Compensated Absences The County considers accrued compensated absences to be reported as a current and long term liability. For governmental activities, compensated absences payable are liquidated by the general fund. Governmental Activities Changes in Current and Long -Term Obligations Balance June 30, 2012 $ 3,021,676 $ Additions 3,071,968 Retirements $ 2,981,845 Balance June 30, 2012 $ 3,111,799 Amount Due in One Year $ 357,857 Business-Type Activities Changes in Current and Long -Term Obligations Balance June 30, 2012 $ 109,136 $ Additions 105,546 Retirements $ 119,376 59 Balance June 30, 2013 $ 95,306 Amount Due in One Year $ 10,960 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 7. Interfund Transfers/ Due to General Fund Interfund transfers (in/out) were used to move resources to/from other funds in accordance with budgetary authorizations, or other requirements. These transfers were permanent in nature and as such there are not any anticipated repayments. The following interfund transfers were made during the year ended June 30, 2013. Recipient Fund General Fund General Fund County Wide General Obligation Bonds County Wide General Obligation Bonds New River TIF Bonds Bluffton-County TIF Bonds Sales Tax Projects Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds Nonmajor Debt Service Funds Nonmajor Capital Projects Fund Nonmajor Capital Projects Fund Transferring Fund General Fund Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds Nonmajor Debt Service Funds General Fund Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds General Fund Sales Tax Projects Nonmajor Special Revenue Funds Nonmajor Capital Projects Fund Nonmajor Special Revenue Funds Nonmajor Special Revenue Funds Nonmajor Capital Projects Fund Amount 8,233 1,648,463 6,699,639 393,850 520,912 2,131,239 988,084 3,457,983 988,084 128,548 1,970,156 2,227,950 1,153,050 5,007,424 $ 27,323,615 Due to General Fund Due to general fund also included $1,413,837 at June 30, 2013 for advances for certain operating expenses of the airport enterprise funds. These advances totaled $362,852 to the Lady’s Island Airport and $1,050,985 to the Hilton Head Island Airport. 8. Operating Leases The County leases certain office space and machinery and equipment under cancelable operating leases. Under the terms of the lease agreements, the County's obligation to continue rental obligations is contingent upon the continued appropriation of funds by the County for that purpose. Total rental expenses for the year ended June 30, 2013 were approximately $466,000. The following is a schedule of minimum commitments for operating lease payments: Fiscal Year Ending 2014 2015 2016 2017 2018 2019-2026 $ Total $ 60 Amount 260,206 160,852 111,255 42,507 10,557 9,133 594,510 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 9. Deferred Compensation Plans All state and local government employees can participate in a deferred compensation plan created in accordance with Internal Revenue Code 457. The plan, administered by the state public employee retirement system through a state approved nongovernmental third party, permits governmental employees to defer a portion of their salary until future years. The deferred compensation is not available to an employee until termination, retirement, death, or unforeseeable emergency. Contributions by employees under the 457 program totaled $284,024 for the year ended June 30, 2013. There are no employer contributions made by the County to this plan. Participant account balances are not included in these financial statements. County employees may participate in a 401(k) or a Roth 401(k) deferred compensation plans available to state and local governmental employees through the state public employee retirement system. The 401(k) and Roth 401(k) programs are administered by a state approved nongovernmental third party. Contributions by employees under the 401(k) and Roth 401(k) programs totaled $739,526 and $18,910, respectively, for the year ended June 30, 2013. There are no employer contributions made by the County to these plans. Participant account balances are not included in these financial statements. 10. Retirement Plans The Governmental Accounting Standards Board (GASB) issued Statement No. 27 entitled Accounting for Pensions by State and Local Government Employees in November 1994. This Statement was amended with the issuance of GASB Statement No. 50 entitled Pension Disclosures- an amendment of GASB Statements No. 25 and No. 27 in May 2007. The following information is provided in order to meet the disclosure requirements prescribed in paragraph 20 of GASB 27 and paragraph 7 of GASB 50. Substantially all full time, permanent County employees are required by law (Title 9 of the S. C. Code of Laws) to participate in statewide cost sharing multiple-employer defined benefit pension plans administered by the State Retirement System. Generally all employees, with the exception of law enforcement personnel and certain others, participate in the South Carolina Retirement System (SCRS). Law enforcement personnel and certain other employees participate in the South Carolina Police Officers Retirement System (PORS). Both the South Carolina Retirement System and Police Officers Retirement System offer retirement and disability benefits, cost of living adjustments on an ad-hoc basis, life insurance benefits, and survivor benefits. The Plans’ provisions are established under Title 9 of the SC Code of Laws. A Comprehensive Annual Financial Report containing financial statements and required supplementary information for the South Carolina Retirement System and Police Officers Retirement System is issued and publicly available by writing the South Carolina Retirement System, P.O. Box 11960, Columbia, SC 29211-1960. Actuarially established employer contribution rates are as follows: Retirement Program SCRS PORS Normal 4.57% 7.81% Unfunded Accrued Liability 5.88% 4.09% Accidental Death Program N/A 0.20% Group Life Insurance Program 0.15% 0.20% Total 10.60% 12.30% Contribution rates are developed by the SCRS and PORS using the entry age normal cost method. The normal contribution rate to cover current cost has been determined as a level percentage of payroll. A market related value of plan assets is used for actuarial valuation purposes. Gains and losses are reflected in the unfunded accrued liabilities that are being amortized by regular annual contributions as a level percent of payroll within a 30 -year period, assuming 7.5% annual payroll growth for SCRS and PORS. 61 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 10. Retirement Plans- Continued: All employers contribute at the actuarially required contribution rates. Contribution Information Covered Payroll Employee Contributions Employee Contribution Rate (Based upon Salary) Employer Contribution Rate; Includes Group Life Coverage in Both SCRS and PORS and Accidnetal Death Coverage in PORS (Based upon Salary) $ SCRS 32,729,330 2,287,982 7.00% $ 10.60% PORS 17,807,781 1,244,857 7.00% 12.30% The County’s employer contribution to the SCRS for the years ended June 30, 2013, 2012 and 2011 were $3,469,387, $3,047,690, and $3,232,140, respectively, which are equal to the required contributions. The County’s employer contribution to the PORS for the years ended June 30, 2013, 2012 and 2011 were $2,190,357, $2,056,075, and $2,049,754, respectively, which are equal to the required contributions. Vesting Requirements: With five years of service, an employee is entitled to a deferred annuity commencing at age 65 under SCRS and at age 55 under PORS. Retirement Benefits: Retirement benefits of participants in the SCRS and the PORS are currently determined as follows: SCRS – The maximum monthly retirement allowance at age 65 or 28 years' service is generally determined by the following formula: Total 12 highest consecutive quarters of salary (divide by 3). Multiply the amount by 1.82%. Multiply the results by the total months of creditable service. Divide results by 12. PORS – The retirement benefit at age 55 or 25 years' service is generally determined consistent with the aforementioned SCRS formula, except that the average salary is multiplied by 2.14% for Class II members. 62 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 10. Retirement Plans – Continued: Early Retirement – SCRS Age At Least 60 55 Service Required None 25 Years Early Retirement Penalty 5% for Each Year of Age Under 65 4% for Each Year of Service Under 28 Full formula retirement is available with 28 years of service, regardless of age, or age 65. There are no early retirement provisions under PORS. A member must have 25 years of service for full retirement or must be age 55 with 5 years of service. Both criteria provide for full formula benefit with no reduction. Employees eligible for service retirement may participate in the Teacher and Retiree Incentive Program (TERI). TERI participants may retire and begin accumulating retirement benefits on a deferred basis without terminating employment for up to five years. Upon termination of employment or at the end of the TERI period, whichever is earlier, participants will begin receiving monthly service retirement benefits which will include any cost of living adjustments granted during the TERI period. Because participants are considered retired during the TERI period, they do not earn service credit, and are ineligible to receive group life insurance benefits or disability retirement benefits. Effective July 1, 2006, TERI participants who entered the program before July 1, 2005 do not have to contribute SCRS as long as they are covered under the TERI program. Disability Retirement In order to receive Disability Retirement benefits, an employee must have 5 years of credited service unless the injury is job related. Recipients receive a service retirement benefit based upon continued service to age 65 for SCRS and to age 55 for PORS with no change in compensation. Accidental Death Program Under this provision of the PORS, an annuity is provided to the surviving spouse (or the specified beneficiary) of a member whose death was while in performance of duty. The annuity would equal 50% of members’ compensation at the time of death. Group Life Insurance Benefits A lump-sum payment equal to one year’s salary is payable to the beneficiary upon the death of an active member with at least one year of service. There is no service requirement for death resulting from actual performance of duties. Lump-sum payments of up to $6,000 (SCRS and PORS) are payable to a retiree’s beneficiary based upon years of service at retirement. Withdrawal of Employee Contribution Accumulated contributions and credited interest payable are paid within 6 months but not less than 90 days after termination of all covered employment. 63 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 10. Retirement Plans – Continued: Post Retirement Increases Annual increases in retirement benefits are calculated at the lower of the Consumer Price Index for Wage Earners and Clerical Workers (CPI-W) for the prior calendar year or 2%. Increases are approved annually subject to compliance with funding policy. Statewide Plan Actuarial Information The South Carolina Retirement Systems do not determine separate measurements of assets and pension benefit obligations for individual employers. An actuarial valuation is performed for the systems annually. No changes in actuarial assumptions or benefit provisions have occurred subsequent to July 1, 1995. The interest rate assumption for actuarial purposes is 8%. An assumption of future COLA adjustments was removed (SCRS and PORS) and the method of valuing assets was changed from book value to a smoothed market value. The Systems use a projected benefit method for actuarial valuation with level percentage entry age, normal cost and open-end unfunded accrued liability. At July 1, 2012, based upon the actuarial method used for funding purposes: Unfunded Accrued Liability Liquidation Period 11. SCRS $ 13,917,000,000 29 Years PORS $ 1,549,000,000 30 Years Other Post Employment Benefits (OPEB) Plan Description The County provides post-retirement health, life and dental care benefits, as per the requirements of a local ordinance, for certain retirees. Its plan is a single-employer defined benefit plan. Substantially all employees who retire under the State retirements plans are eligible to continue their coverage with the County paying 100% of the premium for those with 28 or more years of service, 75% of the premium for those with 20 years to 27 years of service and 50% of the premium for those with 15 years to 20 years of service. On June 9, 2008, the County closed these benefits to all employees hired after June 9, 2008. As of June 30, 2013 there were 119 employees who had retired with the County and were receiving health insurance benefits. Funding Policy The contribution requirements of plan members and the County are established and may be amended by the County. The required contribution is currently based on pay-as-you-go financing requirements. For the year ended June 30, 2013, the County recognized expenditures of $10,926,820 for current healthcare premiums. Annual OPEB Cost and Net OPEB Obligation The County’s annual OPEB cost is calculated based on the annual required contribution of the employer (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement 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 (or funding excess) over a period not to exceed 30 years. The following table shows the components of the County’s annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the County’s net OPEB: 64 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 11. Other Post Employment Benefits (OPEB) – Continued: Normal Cost for Current Year Amortization of Unamortized Accrued Liability Governmental $ 3,409,456 2,242,835 Business-Type $ 135,552 89,165 Annual Required Contribution (ARC) Interest on Net OPEB Obligation Adjustment to Annual Required Contribution 5,652,291 837,697 (805,197) 224,717 33,303 (32,011) Annual OPEB Cost Contributions Made 5,684,791 (580,906) 226,009 (23,094) Increase in Net OPEB Obligation Net Obligation - Beginning of Year Net Obligation - End of Year 5,103,885 18,502,584 $ 23,606,469 202,915 852,624 $ 1,055,539 The County’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for the 2013 fiscal year were as follows: Fiscal Year 2013 2012 2011 2010 2009 2008 Annual OPEB Cost $ 5,910,800 5,235,000 5,203,502 4,215,507 3,601,597 3,381,788 Percentage of Annual OPEB Cost Contributed 10.22% 14.25% 4.69% 12.30% 21.48% 0.00% Net OPEB Obligation $ 24,662,008 19,355,208 14,866,208 9,906,633 6,209,805 3,381,788 Funded Status and Funding Progress As of June 30, 2013, the most recent actuarial valuation date, the plan was 0.0% funded. The actuarial accrued liability for benefits was $48.1 million, resulting in an unfunded actuarial accrued liability (UAAL) of $48.1 million. Also, the unfunded actuarial accrued liability is being amortized by an open or rolling amortization period (with re-amortization of the UAAL in each valuation), absent actuarial gains. As such, the UAAL amount will never be fully eliminated. The covered payroll (annual payroll of active employees covered by the plan) was $48,921,474, and the ratio of the UAAL to the covered payroll was 101.7 percent. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funding status of the plan and annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multi-year trend information about whether actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Funded Status and Funding Progress Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. 65 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 11. Other Post Employment Benefits (OPEB) – Continued: In the June 30, 2013 actuarial valuation, the projected unit credit method was used. The actuarial assumptions included a 4.50% investment rate of return (net of administrative expenses), which is the blended rate of the expected long-term investment returns on plan assets on the County’s own investments calculated based on the funded level of the plan at the valuation date, and an annual healthcare cost trend rate of 9.0% in 2013 decreasing to the ultimate rate of 5.0% in 2023. Also, the actuarial assumptions included a 3.5% annual salary rate increase and 3.0% for an annual inflation rate. The UAAL is being amortized via the level percentage method, which amortizes the UAAL as a constant percent of payroll. The remaining amortization period at June 30, 2013 was 26 years. 12. Accrued Compensated Absences and Other Benefits Effective February 15, 1993, Beaufort County adopted a new leave policy for all employees. The TOWP/SCA policy was replaced with a policy granting Personal Leave Days and Personal Disability Leave. Under the new policy, employees were entitled to a maximum Personal Leave balance of 280 hours. Upon termination, employees will be paid for all unused, unpaid Personal Leave up to this maximum. The liability recorded at June 30, 2013, to cover unused, unpaid Personal Leave including fringe benefits totaled $3,207,105. The County reports $357,857 as a current liability and $2,753,942 as a long-term liability for governmental activities, while $10,960 as a current liability and $84,346 as a long-term liability for business-type activities. All leave hours accrued in excess of this Personal Leave maximum were accrued to the employee's Personal Disability leave account. A maximum of 360 hours may be maintained in an employee's Personal Disability leave account. The only accrual to this balance occurs when an employee's Personal Leave account exceeds 280 hours, at which time excess hours are "rolled over" to the Personal Disability leave account. Personal Disability leave is to be used in the case of an extended or life threatening illness. This account can only be used once all accrued hours in the Personal Leave account have been used to a balance of 80 hours or less. The employee must present a doctor's statement verifying the disability or illness in order to utilize his/her Personal Disability leave. Employees with remaining SCA leave balances may retain those balances. The same rules governing the use of Personal Disability leave apply to the use of SCA leave. Upon termination of employment with Beaufort County, no payment for any unused SCA or Personal Disability leave will be made. The County does not provide post employment health care benefits except those mandated by the Consolidated Omnibus Budget Reconciliation Act (COBRA). The requirements established by COBRA are fully funded by employees who elect coverage under the Act, and no direct costs are incurred by the County. 13. Fund Balances As prescribed by GASB Statement No. 54, governmental funds report fund balance in classifications based primarily on the extent to which the County is bound to honor constraints on the specific purposes for which amounts in the funds can be spent. As of June 30, 2013, fund balances for government funds are made up of the following: Nonspendable Fund Balance includes amounts that are (a) not in spendable form, or (b) legally or contractually required to be maintained intact. The “not in spendable form” criterion includes items that are not expected to be converted to cash, for example: inventories, prepaid amounts, and long-term notes receivable. 66 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 13. Fund Balances – Continued: Restricted Fund Balance includes amounts that can be spent only for the specific purposes stipulated by external resource providers, constitutionally or through enabling legislation. Restrictions may effectively be changed or lifted only with the consent of the resource providers. Committed Fund Balance includes amounts that can only be used for the specific purposes determined by a formal action of the County’s highest level of decision-making authority, County Council. Commitments may be changed or lifted only by the County taking the same formal action that imposes the constraint originally. Amounts in the assigned fund balance classification are intended to be used by the County for specific purposes but do not meet the criteria to be classified as committed. County Council has by resolution authorized the County Administrator to assign fund balance. County Council may also assign fund balance as it does when appropriating fund balance to cover a gap between estimated revenue and appropriations in the subsequent year’s appropriated budget. Unlike commitments, assignments generally only exist temporarily. In other words, an additional action does not normally have to be taken for the removal of an assignment. Conversely, as discussed above, an additional action is essential to either remove or revise a commitment. Unassigned Fund Balance is the residual classification for the General Fund and includes all amounts not contained in the other classifications. Unassigned amounts are technically available for any purpose. In circumstances when an expenditure is made for a purpose for which amounts are available in multiple fund balance classifications, fund balance is generally depleted in the order of restricted, committed, assigned, and unassigned. Beaufort County Council is the County’s highest level of decision-making authority that can, by adoption of an ordinance prior to the end of the fiscal year, commit fund balance. Once adopted, the limitation imposed by the ordinance remains in place until a similar action is taken (the adoption of another ordinance) to remove or revise the limitation. The County considers restricted amounts to have been spent when an expenditure is incurred for the purposes for which both restricted and unrestricted amounts are available. When an expenditure is incurred for which committed, assigned, or unassigned amounts could be used, the County considers expenditures to be used in this respective order. As of June 30, 2013, Beaufort County Council had not established an unassigned fund balance target. 67 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 13. Fund Balances – Continued: Fund balances for all the major and nonmajor funds as of June 30, 2013, were distributed as follows: County Wide General Obligation Bonds General Fund Bluffton County TIF Bonds Sales Tax Projects Nonspendable: Long-Term Portion of Note Receivable $ 1,496,036 $ 1,105,714 $ - $ - 565,576 - - - 2,061,612 1,105,714 - - General Government Grants - - - - Public Safety Grants - - - - Public Works Grants - - - - Alcohol and Drug Programs - - - - Disabilities and Special Needs Programs - - - - Public Welfare Grants - - - - Cultural & Recreation Grants - - - - Capital Projects - - - 41,322,014 Debt Service - 7,774,451 1,899,956 - - 7,774,451 1,899,956 41,322,014 - - - - Law Enforcement Encumbrances 203,093 - - - Parks and Leisure Capital Projects - - - - Parks and Leisure Encumbrances 15,433 - - - 218,526 - - - - - Prepaid Items Restricted: Committed: Emergency Medical Services Donations Assigned: General Government 1,680,000 Public Safety Equipment 29,446 - - Parks and Leisure Special Events 23,697 - - - 1,733,143 - - - 20,207,988 - - - Unassigned $ $ 24,221,269 68 8,880,165 $ 1,899,956 $ 41,322,014 BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 13. Fund Balances – Continued Nonmajor Governmental Funds Real Property Program Total Nonspendable: Long-Term Portion of Note Receivable $ Prepaid Items - $ 43,140 $ 2,644,890 - 50,592 616,168 - 93,732 3,261,058 Restricted: General Government Grants - 12,625,391 12,625,391 Public Safety Grants - 4,446,499 4,446,499 Public Works Grants - 5,174,946 5,174,946 Alcohol and Drug Programs - 117,370 117,370 Disabilities and Special Needs Programs - 405,164 405,164 Public Welfare Grants - 169,521 169,521 Cultural & Recreation Grants - 4,283,804 4,283,804 18,850,457 9,675,324 69,847,795 - 1,849,376 11,523,783 18,850,457 38,747,395 108,594,273 Emergency Medical Services Donations - 3,018 3,018 Law Enforcement Encumbrances - - 203,093 Parks and Leisure Capital Projects - 53,040 53,040 Parks and Leisure Encumbrances - - 15,433 - 56,058 274,584 General Government - - 1,680,000 Public Safety Equipment - - 29,446 Parks and Leisure Special Events - - 23,697 - - 1,733,143 - - 20,207,988 38,897,185 $ 134,071,046 Capital Projects Debt Service Committed: Assigned: Unassigned (Deficit) $ 18,850,457 69 $ BEAUFORT COUNTY, SOUTH CAROLINA NOTES TO THE FINANCIAL STATEMENTS For the Year Ended June 30, 2013 14. Commitments and Contingencies On July 11, 1994, the County entered into a 20 year lease agreement with the General Services Administration of the U. S. Government (GSA) for the use of the former Beaufort County Courthouse building by GSA as a Federal Courthouse. Under this agreement, the County renovated the building in accordance with GSA specifications at an approximate cost of $1,933,744. Financing has been arranged for the funding of these costs and the County has assigned all rights and interest in the lease payments from GSA to the lender. The terms and required payments on the lease are the same as the terms and required payments on the loan. After the payment of the loan and the end of the lease term, the asset will remain as property of the County. Arbitrage rules - State and local bonds issued after 1984 are subject to arbitrage restrictions as enacted by the Federal Government. To retain the bonds' tax exempt status, local governments must comply with the regulations as adopted by the government expend all of the bond proceeds within designated periods which could be up to three years. The County believes it is in compliance with all arbitrage rules. As of June 30, 2013, the County has outstanding construction contracts of $54,649,366. 15. Risk Management and Litigation The County is exposed to various risks of losses related to torts; thefts of; damage to and destruction of assets; errors and omissions; injuries to employees; and natural disaster. The County manages risk through employee educational and prevention programs and through the purchase of casualty and liability insurance. All risk management activities are accounted for in the General Fund. For all of these risks, the County is a member of the State of South Carolina Insurance Reserve Fund, a public entity risk pool currently operating as a common risk management and insurance program for local governments. The County pays an annual premium to the State Insurance Reserve Fund for its insurance coverage. The State Insurance Reserve Fund is self-sustaining through member premiums and reinsures through commercial companies for certain claims. Expenditures and claims are recognized when it is probable that a loss has occurred and the amount of the loss can be reasonability estimated. In determining claims, events that might create claims, but for which none have been reported are considered. The County is a party to several lawsuits which seek to recover property taxes paid under protest and to overturn property sold at “tax sales.” The County’s attorney estimates that the amount of actual or potential claims against the County at June 30, 2013 will not materially affect the financial conditions of the County. Therefore, the General Fund contains no provision for estimated claims. The County has not significantly reduced insurance coverage from the previous year nor has it settled claims in excess of insurance coverage for the last three years that were material. 70 Schedule 1 BEAUFORT COUNTY, SOUTH CAROLINA REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF FUNDING PROGRESS FOR THE RETIREE HEALTH PLAN June 30, 2013 Actuarial Accrued Employer Liability Contributions Actuarial (AAL) - UAAL as a Unfunded Percentage Actuarial to the Value of Projected AAL Funded Covered Fiscal Valuation Retiree Assets Unit Credit (UAAL) Ratio Payroll Payroll Year Date Health Plan (a) (b) (b - a) (a / b) (c) ((b - a) / c) 2008 1/1/2008 - - 34,195,432 34,195,432 0.0% 46,695,744 73.2% 2009 1/1/2009 773,580 - 37,444,707 37,444,707 0.0% 51,950,234 72.1% 2010 1/1/2010 518,679 - 46,166,895 46,166,895 0.0% 49,632,784 93.0% 2011 6/30/2011 243,927 - 50,756,346 50,756,346 0.0% 52,552,984 96.6% 2012 6/30/2012 746,000 - 52,056,000 52,056,000 0.0% 48,114,680 108.2% 2013 6/30/2013 604,000 - 48,042,000 48,042,000 0.0% 48,921,474 98.2% 71 of Covered Schedule 2 BEAUFORT COUNTY, SOUTH CAROLINA REQUIRED SUPPLEMENTARY INFORMATION MODIFIED APPROACH FOR AIRPORT INFRASTRUCTURE ASSETS June 30, 2013 Beaufort County's airports infrastructure assets consist of approximately 25% airport runways, 25% airport taxiways, and 50% airport aprons. The condition of the runways, taxiways, and aprons is measured using several distress factors found in pavement surfaces. The airports' pavement management system uses a measurement scale that is based on a condition index. For the Lady's Island Airport, the South Carolina Aeronautics Commission (SCAC) condition scale is used to classify runways, taxiways, and aprons. The SCAC condition scale is as follows: good or better condition (70 - 100), fair condition (50 - 69), and substandard condition (less than 50). For the Hilton Head Island Airport, the Federal Aviation Administration (FAA) condition scale is used to classify runways, taxiways, and aprons. The FAA condition scale is as follows: excellent condition (5), good condition (4), fair condition (3), poor condition (2), and failed condition (1). It is the County's policy to maintain the runways, taxiways, and aprons at a fair condition or better. Condition assessments are determined every year by the County at both airports, the SCAC at the Lady's Island Airport, and the FAA at the Hilton Head Island Airport. The County's runways, taxiways, and aprons have an estimated useful life, without resurfacing, of 25 years. Due to the strong safety concerns of airplanes landing, taking off, and taxiing on these surfaces, all surfaces are repaired immediately if and when there is a need for such repairs. Actual maintenance of runways, taxiways, and aprons involves scraping and providing improved surface materials on an as needed basis or filling cracks within the pavement on an as needed basis. Percent of Runways in Fair or Better Condition Percent of Taxiways in Fair or Better Condition Percent of Aprons in Fair or Better Condition Percent of Annual Resurfacing of Runways Completed Percent of Annual Resurfacing of Taxiways Completed Percent of Annual Resurfacing of Aprons Completed FY 2013 100% 100% 100% FY 2012 100% 100% 100% 0% 0% 0% 0% 0% 0% The County estimates maintenance expense in the amount of $650,000 to be incurred every five (5) years for paving costs in order to maintain and preserve at (or above) the condition level established and disclosed above. The County adopted the modified approach for its airport infrastructure assets in fiscal year 2011. There were no actual maintenance and preservation costs for fiscal years 2011, 2012 and 2013. 72 APPENDIX B FORM OF BOND COUNSEL OPINION (Date of Delivery) County Council Beaufort County, South Carolina Beaufort, South Carolina BEAUFORT COUNTY, SOUTH CAROLINA [GENERAL OBLIGATION BONDS, SERIES 2014A] $___________ [GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014B $___________] We have served as bond counsel for Beaufort County, South Carolina (the “County”) in connection with the issuance of [$__________ General Obligation Bonds, Series 2014A dated _______ ______, 2014][General Obligation Refunding Bonds, Series 2014B, dated _______ __, 2014B] (the “Bonds”). In such capacity, we have examined such law and certified proceedings, certifications, and other documents as we have deemed necessary to render this opinion. Regarding questions of fact material to our opinion, we have relied on the representations of the County contained in the ordinances of the County authorizing the Bonds and the Federal Tax Certificate of the County dated the date hereof, and in the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. We have assumed that all signatures on documents, certificates and instruments examined by us are genuine, all documents, certificates and instruments submitted to us as originals are authentic and all documents, certificates and instruments submitted to us as copies conform to the originals. In addition, we have assumed that all documents, certificates and instruments relating to the issuance of the Bonds have been duly authorized, executed and delivered by all parties thereto other than the County, and we have further assumed the due organization, existence and powers of such other parties other than the County. As bond counsel, we have been retained solely for the purpose of examining the validity and legality of the Bonds and of rendering the specific opinion herein stated and for no other purpose. We have not verified the accuracy, completeness or fairness of any representation or information concerning the business or financial condition of the County or the purchaser of the Bonds in connection with the sale of the Bonds. Accordingly, we express no opinion on the completeness, fairness or adequacy of any such representation or information. We refer you to the Bonds and the ordinances for a further description of the Bonds the purposes for which the Bonds are issued, the uses of the proceeds from the sale of the Bonds and the security therefor. Based on the foregoing, we are of the opinion that, under existing law: 1. The Bonds have been authorized and executed by the County and are valid and binding general obligations of the County. 2. [The County has power and is obligated to levy and collect annually an ad valorem tax, without limit as to rate or amount, on all taxable property in the County 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 B-1 therefor.] [The County has power and is obligated to levy and collect annually an ad valorem tax, without limit as to rate or amount, on all taxable property in the County 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 to provide for the prompt payment thereof.] 3. Interest on the Bonds is excludable from gross income 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; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in the preceding sentence is subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986 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 County has covenanted to comply with such requirements. 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 to be retroactive to the date of issuance of the Bonds. 4. Under the laws of the State of South Carolina, the Bonds and the interest thereon are presently exempt from all taxation in the State, except estate or other transfer taxes. It should be noted, however, that Section 12-11-20, 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. The rights of the owners of the Bonds and the enforceability of the Bonds are limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement relating to the Bonds. Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 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. Very truly yours, McNAIR LAW FIRM, P.A. B-2 APPENDIX C CONTINUING DISCLOSURE UNDERTAKING FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the “Disclosure Agreement”), dated as of __________________, 2014, is executed and delivered by Beaufort County, South Carolina (the “Issuer”) and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the “Disclosure Dissemination Agent” or “DAC”) for the benefit of the Holders (hereinafter defined) of the Notes (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Notes in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the “Rule”). The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute “advice” within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer’s behalf regarding the “issuance of municipal securities” or any “municipal financial product” as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary. SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: “Annual Report” means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. “Annual Filing Date” means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the MSRB. “Annual Financial Information” means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. “Audited Financial Statements” means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. “Notes” means the Notes as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. “Certification” means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted to the MSRB under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Notes and the 9-digit CUSIP numbers for all Notes to which the document applies. “Disclosure Representative” means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. C-1 “Disclosure Dissemination Agent” means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. “Failure to File Event” means the Issuer’s failure to file an Annual Report on or before the Annual Filing Date. “Force Majeure Event” means: (i) acts of God, war, or terrorist action; (ii) failure or shut-down of the Electronic Municipal Market Access system maintained by the MSRB; or (iii) to the extent beyond the Disclosure Dissemination Agent’s reasonable control, interruptions in telecommunications or utilities services, failure, malfunction or error of any telecommunications, computer or other electrical, mechanical or technological application, service or system, computer virus, interruptions in Internet service or telephone service (including due to a virus, electrical delivery problem or similar occurrence) that affect Internet users generally, or in the local area in which the Disclosure Dissemination Agent or the MSRB is located, or acts of any government, regulatory or any other competent authority the effect of which is to prohibit the Disclosure Dissemination Agent from performance of its obligations under this Disclosure Agreement. “Holder” means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other intermediaries) or (b) treated as the owner of any Notes for federal income tax purposes. “Information” means, collectively, the Annual Reports, the Audited Financial Statements (if any), the Notice Event notices, the Failure to File Event notices, the Voluntary Event Disclosures and the Voluntary Financial Disclosures. “MSRB” means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. “Notice Event” means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement. “Obligated Person” means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Notes (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), as shown on Exhibit A. “Official Statement” means that Official Statement prepared by the Issuer in connection with the Notes, as listed on Appendix A. “Trustee” means the institution, if any, identified as such in the document under which the Notes were issued. “Voluntary Event Disclosure” means information of the category specified in any of subsections (e)(vi)(1) through (e)(vi)(11) of Section 2 of this Disclosure Agreement that is accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(a) of this Disclosure Agreement. “Voluntary Financial Disclosure” means information of the category specified in any of subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that is C-2 accompanied by a Certification of the Disclosure Representative containing the information prescribed by Section 7(b) of this Disclosure Agreement. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Trustee, not later than the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than the next February 1 after the end of each fiscal year of the Issuer, commencing with the fiscal year ending June 30, 2014. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Failure to File Event has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B, accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 6:00 p.m. Eastern time on Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to the MSRB in substantially the form attached as Exhibit B without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certification, together with a copy for the Trustee, for filing with the MSRB. (e) The Disclosure Dissemination Agent shall: (i) verify the filing specifications of the MSRB each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Sections 2(a) and 2(b) with the MSRB; (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with the MSRB; C-3 (iv) upon receipt, promptly file the text of each Notice Event received under Sections 4(a) and 4(b)(ii) with the MSRB, identifying the Notice Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) (being any of the categories set forth below) when filing pursuant to Section 4(c) of this Disclosure Agreement: “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, IRS notices or events affecting the tax status of the security;” “Modifications to rights of securities holders, if material;” “Bond calls, if material;” “Defeasances;” “Release, substitution, or sale of property securing repayment of the securities, 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;” and “Appointment of a successor or additional trustee, or the change of name of a trustee, if material;” (v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this Disclosure Agreement, as applicable), promptly file a completed copy of Exhibit B to this Disclosure Agreement with the MSRB, identifying the filing as “Failure to provide annual financial information as required” when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure Agreement; (vi) upon receipt, promptly file the text of each Voluntary Event Disclosure received under Section 7(a) with the MSRB, identifying the Voluntary Event Disclosure as instructed by the Issuer pursuant to Section 7(a) (being any of the categories set forth below) when filing pursuant to Section 7(a) of this Disclosure Agreement: 1. “amendment to continuing disclosure undertaking;” C-4 (vii) (viii) 2. “change in obligated person;” 3. “notice to investors pursuant to bond documents;” 4. “certain communications from the Internal Revenue Service;” 5. “secondary market purchases;” 6. “bid for auction rate or other securities;” 7. “capital or other financing plan;” 8. “litigation/enforcement action;” 9. “change of tender agent, remarketing agent, or other on-going party;” 10. “derivative or other similar transaction;” and 11. “other event-based disclosures;” upon receipt, promptly file the text of each Voluntary Financial Disclosure received under Section 7(b) with the MSRB, identifying the Voluntary Financial Disclosure as instructed by the Issuer pursuant to Section 7(b) (being any of the categories set forth below) when filing pursuant to Section 7(b) of this Disclosure Agreement: 1. “quarterly/monthly financial information;” 2. “change in fiscal year/timing of annual disclosure;” 3. “change in accounting standard;” 4. “interim/additional financial information/operating data;” 5. “budget;” 6. “investment/debt/financial policy;” 7. “information provided to rating agency, credit/liquidity provider or other third party;” 8. “consultant reports;” and 9. “other financial/operating data.” provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, C-5 Trustee (if any) and the MSRB, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (g) Any Information received by the Disclosure Dissemination Agent before 6:00 p.m. Eastern time on any business day that it is required to file with the MSRB pursuant to the terms of this Disclosure Agreement and that is accompanied by a Certification and all other information required by the terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination Agent uses reasonable efforts to make any such filing as soon as possible. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer, including the information provided in the Official Statement as follows: (i) The financial statements of the Issuer for the preceding 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 (or if not in conformity, to be accompanied by a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information). 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. (ii) Financial and operating data for the fiscal year then ended, to the extent such information is not included in the Issuer’s audited financial statements filed pursuant to clause (1) above, which shall be generally consistent with the tabular information (or other information, as otherwise noted below) contained in the Official Statement under the following headings: “THE BONDS—Security;” “DEBT STRUCTURE—Outstanding Indebtedness;” and “CERTAIN FISCAL MATTERS—Assessed Value of Taxable Property in the County,” “—Estimated True Value of All Taxable Property in the County,” “—Tax Rates,” “—Tax Collections for Last Five Years,” and “—Ten Largest Taxpayers.” 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, which have been submitted to the MSRB. If the document included by reference is a final official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so included by reference. Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an “obligated person” (as defined by the Rule), which have been previously filed with the Securities and Exchange Commission or available on the MSRB Internet Website. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. C-6 Any annual financial information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. SECTION 4. (a) Notice Event: Reporting of Notice Events. The occurrence of any of the following events with respect to the Notes constitutes a i. Principal and interest payment delinquencies; ii. Non-payment related defaults, if material; iii. Unscheduled draws on debt service reserves reflecting financial difficulties; iv. Unscheduled draws on credit enhancements reflecting financial difficulties; v. Substitution of credit or liquidity providers, or their failure to perform; vi. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701TEB) or other material notices or determinations with respect to the tax status of the Notes, or other material events affecting the tax status of the Notes; vii. Modifications to rights of Bond holders, if material; viii. Bond calls, if material, and tender offers; ix. Defeasances; x. Release, substitution, or sale of property securing repayment of the Notes, if material; xi. Rating changes; xii. Bankruptcy, insolvency, receivership or similar event of the Obligated Person; Note to subsection (a)(12) of this Section 4: For the purposes of the event described in subsection (a)(12) of this Section 4, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. C-7 xiii. The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and xiv. Appointment of a successor or additional trustee or the change of name of a trustee, if material. The Issuer shall, in a timely manner not in excess of ten business days after its occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event). (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with MSRB in accordance with Section 2 (e)(iv) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, Notice Event notices, Failure to File Event notices, Voluntary Event Disclosures and Voluntary Financial Disclosures, the Issuer shall indicate the full name of the Notes and the 9-digit CUSIP numbers for the Notes as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the duties and responsibilities of the Disclosure Dissemination Agent under this Disclosure Agreement do not extend to C-8 providing legal advice regarding such laws. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Filing. (a) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2. (b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary Financial Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure (which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section 7(b) to file a Voluntary Financial Disclosure, the Disclosure Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in accordance with Section 2(e)(vii) hereof. This notice will be filed with a cover sheet completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-2. The parties hereto acknowledge that the Issuer is not obligated pursuant to the terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section 7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Notes upon the legal defeasance, prior redemption or payment in full of all of the Notes, when the Issuer is no longer an obligated person with respect to the Notes, or upon delivery by the Disclosure C-9 Representative to the Disclosure Dissemination Agent of an opinion of counsel expert in federal securities laws to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC’s services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Notes. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days’ prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders’ rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Notes or under any other document relating to the Notes, and all rights and remedies shall be limited to those expressly stated herein. SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent’s obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Notes or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer’s failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon Certifications of the Issuer at all times. The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Notes. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such counsel shall be payable by the Issuer. C-10 (c) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Agreement shall be provided in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Notes and 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; provided neither the Issuer or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee of the Notes, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the Notes, and shall create no rights in any other person or entity. SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of Florida (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The Disclosure Dissemination Agent and the Issuer have caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent By: Name: Title: BEAUFORT COUNTY, SOUTH CAROLINA, as Issuer By: Name: Title: C-11 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer Obligated Person(s) Name of Bond Issue: Date of Issuance: Date of Official Statement ________________________ ________________________ ________________________ ________________________ ________________________ CUSIP Number: C-12 EXHIBIT B NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Issuer: ________________________ Obligated Person: ________________________ Name(s) of Bond Issue(s): ________________________ Date(s) of Issuance: ________________________ Date(s) of Disclosure Agreement: CUSIP Number: NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Notes as required by the Disclosure Agreement between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by ______________. Dated: _____________________________ Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer __________________________________________ cc: C-13 EXHIBIT C-1 EVENT NOTICE COVER SHEET This cover sheet and accompanying “event notice” will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer’s and/or Other Obligated Person’s Name: ___________________________________________________________________________________ Issuer’s Six-Digit CUSIP Number: ___________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the Notes to which this event notice relates: ___________________________________________________________________________________ Number of pages attached: _____ ____ Description of Notice Events (Check One): 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. “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, IRS notices or events affecting the tax status of the security;” “Modifications to rights of securities holders, if material;” “Bond calls, if material;” “Defeasances;” “Release, substitution, or sale of property securing repayment of the securities, 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;” and “Appointment of a successor or additional trustee, or the change of name of a trustee, if material.” ____ Failure to provide annual financial information as required. I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: ___________________________________________________________________________________ Name: _________________________________ Title: ________________________________________ Digital Assurance Certification, L.L.C. 390 N. Orange Avenue Suite 1750 Orlando, FL 32801 407-515-1100 Date: C-14 EXHIBIT C-2 VOLUNTARY EVENT DISCLOSURE COVER SHEET This cover sheet and accompanying “voluntary event disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of ________ _____ between the Issuer and DAC. Issuer’s and/or Other Obligated Person’s Name: ___________________________________________________________________________________ Issuer’s Six-Digit CUSIP Number: ___________________________________________________________________________________ ___________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the Notes to which this notice relates: ___________________________________________________________________________________ Number of pages attached: _____ ____ Description of Voluntary Event Disclosure (Check One): 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. “amendment to continuing disclosure undertaking;” “change in obligated person;” “notice to investors pursuant to bond documents;” “certain communications from the Internal Revenue Service;” “secondary market purchases;” “bid for auction rate or other securities;” “capital or other financing plan;” “litigation/enforcement action;” “change of tender agent, remarketing agent, or other on-going party;” “derivative or other similar transaction;” and “other event-based disclosures.” I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: ___________________________________________________________________________________ Name: _________________________________ Title: ________________________________________ Digital Assurance Certification, L.L.C. 390 N. Orange Avenue Suite 1750 Orlando, FL 32801 407-515-1100 Date: C-15 EXHIBIT C-3 VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET This cover sheet and accompanying “voluntary financial disclosure” will be sent to the MSRB, pursuant to the Disclosure Dissemination Agent Agreement dated as of ________ between the Issuer and DAC. Issuer’s and/or Other Obligated Person’s Name: ___________________________________________________________________________________ Issuer’s Six-Digit CUSIP Number: ___________________________________________________________________________________ ___________________________________________________________________________________ or Nine-Digit CUSIP Number(s) of the Notes to which this notice relates: ___________________________________________________________________________________ Number of pages attached: ____ ____ Description of Voluntary Financial Disclosure (Check One): 1. 2. 3. 4. 5. 6. 7. 8. 9. “quarterly/monthly financial information;” “change in fiscal year/timing of annual disclosure;” “change in accounting standard;” “interim/additional financial information/operating data;” “budget;” “investment/debt/financial policy;” “information provided to rating agency, credit/liquidity provider or other third party;” “consultant reports;” and “other financial/operating data.” I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: ___________________________________________________________________________________ Name: _________________________________ Title: ________________________________________ Digital Assurance Certification, L.L.C. 390 N. Orange Avenue Suite 1750 Orlando, FL 32801 407-515-1100 Date: C-16
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