PORT WASHINGTON-SAUKVILLE SCHOOL DISTRICT Ozaukee

Transcription

This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. These securities described herein may not be sold nor may an offer 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 the solicitation of an offer to buy nor shall there be any sales 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 DECEMBER 4, 2012
Standard & Poor’s Rated “AA”
See "RATINGS" herein
NEW ISSUES
Bank Qualified - Notes
In the opinion of Quarles & Brady LLP, Bond Counsel, assuming continued compliance with the requirements of the
Internal Revenue Code of 1986, as amended, under existing law interest on the Bonds is included in gross income for
federal income tax purposes. See "TAX STATUS" herein. Interest on the Notes is excludable from gross income and is
not an item of tax preference for federal income tax purposes. The Notes are "qualified tax-exempt obligations". See
"TAX STATUS" herein for a more detailed discussion of some of the federal income tax consequences of owning the
Notes. Interest on the Bonds and the Notes is not exempt from present Wisconsin income or franchise taxes.
PORT WASHINGTON-SAUKVILLE SCHOOL DISTRICT
Ozaukee County, Wisconsin
$1,890,000* Taxable General Obligation Refunding Bonds
$1,800,000 General Obligation Promissory Notes
Dated: December 20, 2012
Due: April 1, as shown herein
The $1,890,000* Taxable General Obligation Refunding Bonds (the "Bonds") and the $1,800,000 General Obligation
Promissory Notes (the "Notes") (collectively the "Securities") will be dated December 20, 2012, will be in the
denomination of $5,000 each or any multiple thereof. The Bonds will mature serially on April 1 of the years 2013
through 2025 as shown herein. The Notes will mature serially on April 1 of the years 2013 through 2022 as shown
herein. Interest on the Securities shall be payable commencing on April 1, 2013 and semi-annually thereafter on
October 1 and April 1 of each year. Associated Trust Company, National Association, Green Bay, Wisconsin, will
serve as paying agent for the Securities and escrow agent for the advance refunded obligations.
The Securities are being issued pursuant to Chapter 67 of the Wisconsin Statutes. The Securities will be general
obligations of the Port Washington-Saukville School District, Wisconsin (the “District”) for which its full faith and credit
and taxing powers are pledged which taxes may, under current law, be levied without limitation as to rate or amount.
The proceeds from the sale of the Bonds will be used for the public purpose of advance refunding certain outstanding
obligations of the District. The proceeds from the sale of the Notes will be used for the public purposes of paying the
cost of energy conservation projects at various District buildings and sites and acquiring related equipment (the
"Project"). (See “THE FINANCING PLAN” herein.)
The Securities maturing April 1, 2019 and thereafter are subject to call and prior redemption on April 1, 2018 or any
date thereafter, in whole or in part, from maturities selected by the District and by lot within each maturity at par plus
accrued interest to the date of redemption. All or a portion of the Securities may be issued as one or more term bonds,
upon election by the successful bidder. (See “REDEMPTION PROVISIONS” herein.)
The Financial Advisor to the District is:
BAIRD
The Securities will be issued only as fully registered Securities and will be registered in the name of Cede & Co. as
nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as the securities depository of
the Securities. Individual purchases will be made in book-entry form only in denominations of $5,000 principal amount
or any integral multiple thereof. Purchasers of the Securities will not receive certificates representing their interest in
the Securities purchased. (See "BOOK-ENTRY-ONLY SYSTEM herein.")
SALE DATE: DECEMBER 10, 2012
SALE TIME: 9:30 A.M. (CT)
*Preliminary, subject to change.
The District’s Securities are offered when, as and if issued subject to the approval of legality by Quarles & Brady LLP,
Milwaukee, Wisconsin, Bond Counsel. Quarles & Brady LLP will also act as Disclosure Counsel for the District. The
anticipated settlement date for the Securities is on or about December 20, 2012.
MATURITY SCHEDULES
$1,890,000* TAXABLE GENERAL OBLIGATION REFUNDING BONDS
Due: April 1, 2013-2025
(April 1)
2013
2014
2015
2016
2017
2018
2019
Amount*
$30,000
30,000
30,000
25,000
20,000
200,000
205,000
Rate
Yield
CUSIP(1)
Base
735587
(April 1)
2020
2021
2022
2023
2024
2025
Amount*
$210,000
215,000
220,000
225,000
235,000
245,000
Rate
Yield
CUSIP(1)
Base
735587
$1,800,000 GENERAL OBLIGATION PROMISSORY NOTES
Due: April 1, 2013-2022
CUSIP(1)
Base
(April 1)
2013
2014
2015
2016
2017
Amount*
$170,000
165,000
170,000
175,000
175,000
Rate
Yield
CUSIP(1)
Base
(April 1)
2018
2019
2020
2021
2022
735587
Amount*
$180,000
185,000
190,000
195,000
195,000
Rate
Yield
(1)
CUSIP data herein provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc.
Copyright 2012. American Bankers Association.
2
735587
(Ozaukee County, Wisconsin)
SCHOOL BOARD
James Eden, President
Carey Gremminger, Vice President
Kelly O’Connell-Perket, Clerk
Kimberly Wood, Treasurer
Brenda Fritsch, Member
Brian McCutcheon, Member
Sara McCutcheon, Member
Michelle Mueller, Member
Jim Olson, Member
ADMINISTRATION
Michael R. Weber, Ph. D., Superintendent
James A. Froemming, Director of Business Services
Duane Woelfel, Director of Special Services
PROFESSIONAL SERVICES
School District Attorney:
Beulow and Vetter, Waukesha, Wisconsin
Financial Advisor:
Robert W. Baird & Co., Milwaukee, Wisconsin
Bond Counsel:
Quarles & Brady, LLP, Milwaukee, Wisconsin
Disclosure Counsel:
Quarles & Brady, LLP, Milwaukee, Wisconsin
Paying Agent Contact:
Associated Trust Company, National Association, Green Bay, Wisconsin
Escrow Agent:
Associated Trust Company, National Association, Green Bay, Wisconsin
Mathematical Verification:
Grant Thornton LLP, Minneapolis, Minnesota
3
REGARDING USE OF THIS OFFICIAL STATEMENT
This Official Statement is being distributed in connection with the sale of the Securities referred to in this Official
Statement and may not be used, in whole or in part, for any other purpose. No dealer, broker, salesman or other person
is authorized to make any representations concerning the Securities other than those contained in this Official
Statement, and if given or made, such other information or representations may not be relied upon as statements of the
Port Washington-Saukville School District, Wisconsin (the "District"). This Official Statement does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities by any person in any jurisdiction in
which it is unlawful to make such an offer, solicitation or sale.
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as the same
may be supplemented or amended by the District from time to time (collectively, the “Official Statement”), may be treated
as a final Official Statement with respect to the Securities described herein that is deemed final by the District as of the
date hereof (or of any such supplement or amendment).
Unless otherwise indicated, the District is the source of the information contained in this Official Statement. Certain
information in this Official Statement has been obtained by the District or on its behalf from The Depository Trust
Company and other non-District sources that the District believes to be reliable. No representation or warranty is made,
however, as to the accuracy or completeness of such information. Nothing contained in this Official Statement is a
promise of or representation by Robert W. Baird & Co. Incorporated (the "Financial Advisor"). The Financial Advisor has
provided the following sentence of inclusion in this Official Statement. The Financial Advisor has reviewed the
information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not
guarantee the accuracy or completeness of such information. The information and opinions expressed in this Official
Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale made under
this Official Statement shall, under any circumstances, create any implication that there has been no change in the
financial condition or operations of the District or other information in this Official Statement, since the date of this Official
Statement.
This Official Statement contains statements that are “forward-looking statements” as that term is defined in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
When used in this Official Statement, the words “estimate,” “intend,” “project” or “projection,” “expect” and similar
expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and
uncertainties, some of which are discussed herein, that could cause actual results to differ materially from those
contemplated in such forward-looking statements. Investors and prospective investors are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this Official Statement.
This Official Statement should be considered in its entirety. No one factor should be considered more or less important
than any other by reason of its position in this Official Statement. Where statutes, ordinances, reports or other
documents are referred to in this Official Statement, reference should be made to those documents for more complete
information regarding their subject matter.
The Securities will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state of
the United States, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange
Commission nor any other federal, state, municipal or other governmental entity shall have passed upon the accuracy or
adequacy of this Official Statement.
IN CONNECTION WITH THE OFFERING OF THE SECURITIES, THE UNDERWRITER MAY OR MAY NOT
OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE
SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE. THE PRICES AND
OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE SECURITIES MAY BE CHANGED FROM TIME
TO TIME BY THE UNDERWRITER AFTER THE SECURITIES ARE RELEASED FOR SALE AND THE SECURITIES
MAY BE OFFERED AND SOLD AT PRICES OTHER THAN THE INITIAL OFFERING PRICES, INCLUDING SALES
TO DEALERS WHO MAY SELL THE SECURITIES INTO INVESTMENT ACCOUNTS.
4
TABLE OF CONTENTS
Page
MATURITY SCHEDULES .......................................................................................................................................... 2 SCHOOL BOARD ...................................................................................................................................................... 3 ADMINISTRATION .................................................................................................................................................... 3 PROFESSIONAL SERVICES .................................................................................................................................... 3 REGARDING USE OF THIS OFFICIAL STATEMENT .............................................................................................. 4 SUMMARY - BONDS ................................................................................................................................................. 6 SUMMARY - NOTES ................................................................................................................................................. 7 INTRODUCTORY STATEMENT ............................................................................................................................... 8 THE FINANCING PLAN ............................................................................................................................................. 8 REDEMPTION PROVISIONS .................................................................................................................................... 8 ESTIMATED SOURCES AND USES ........................................................................................................................ 9 CONSTITUTIONAL AND STATUTORY CONSIDERATIONS AND LIMITATIONS CONCERNING THE DISTRICT'S POWER TO INCUR INDEBTEDNESS ....................................................................................... 9 THE RESOLUTIONS ............................................................................................................................................... 10 THE DISTRICT ........................................................................................................................................................ 11 GENERAL INFORMATION ...................................................................................................................................... 15 DEMOGRAPHIC AND ECONOMIC INFORMATION .............................................................................................. 15 TAX LEVIES, RATES AND COLLECTIONS ........................................................................................................... 17 EQUALIZED VALUATIONS ..................................................................................................................................... 18 INDEBTEDNESS OF THE DISTRICT ..................................................................................................................... 19 FINANCIAL INFORMATION .................................................................................................................................... 21 GENERAL FUND SUMMARY FOR YEARS ENDED JUNE 30............................................................................... 22 UNDERWRITING ..................................................................................................................................................... 23 REVENUE LIMITS ON WISCONSIN SCHOOL DISTRICTS................................................................................... 23 TAX STATUS ........................................................................................................................................................... 24 DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS-THE NOTES ....................................................... 24 CONTINUING DISCLOSURE .................................................................................................................................. 25 BOOK-ENTRY-ONLY SYSTEM............................................................................................................................... 25 FINANCIAL ADVISOR ............................................................................................................................................. 27 LITIGATION ............................................................................................................................................................. 27 LEGAL MATTERS ................................................................................................................................................... 27 RATINGS ................................................................................................................................................................. 27 MATHEMATICAL VERIFICATION ........................................................................................................................... 28 MISCELLANEOUS................................................................................................................................................... 28 AUTHORIZATION .................................................................................................................................................... 28 Appendix A:
Appendix B:
Appendix C:
Appendix D:
Basic Financial Statements and Related Notes for the year ended June 30, 2012
Form of Continuing Disclosure Certificates
Form of Legal Opinions
Official Notices of Sale and Bid Forms
5
SUMMARY - BONDS
District:
Port Washington-Saukville School District
Issue:
$1,890,000* Taxable General Obligation Refunding Bonds.
Dated Date:
December 20, 2012
Interest Due:
Commencing April 1, 2013 and on each October 1 and April 1 thereafter. Interest on
the Bonds will be computed on the basis of a 30-day month and a 360-day year.
Principal Due:
April 1, 2013 through 2025.
Redemption Provisions:
The Bonds maturing on and after April 1, 2019 shall be subject to call and prior
payment on April 1, 2018 or on any date thereafter at par plus accrued interest. The
amounts and maturities of the Bonds to be redeemed shall be selected by the
District. If less than the entire principal amount of any maturity is to be redeemed,
the Bonds of that maturity which are to be redeemed shall be selected by lot. Notice
of such call shall be given by sending a notice thereof by registered or certified mail,
facsimile or electronic transmission or overnight express delivery not less than thirty
(30) days nor more than sixty (60) days prior to the date fixed for redemption to the
registered owner of each Bond to be redeemed at the address shown on the
registration books. All or a portion of the Bonds may be issued as one or more term
bonds, upon election by the successful bidder. (See “REDEMPTION PROVISIONS”
herein.)
Security:
The full faith, credit and resources of the District are pledged to the payment of the
principal of and the interest on the Bonds as the same become due and, for said
purposes, there are levied on all the taxable property in the District, direct, annual
irrepealable taxes in each year and in such amounts which will be sufficient to meet
such principal and interest payments when due. Under current law, such taxes may
be levied without limitation as to rate or amount.
Purpose:
The proceeds from the sale of the Bonds will be used for the public purposes of
advance refunding certain outstanding obligations of the District. (See "THE
FINANCING PLAN" herein.)
Credit Ratings:
This issue has been assigned a "AA" rating by Standard & Poor’s Ratings Services,
a division of the McGraw-Hill Companies, Inc. (See “RATINGS” herein.)
Tax Status:
Interest on the Bonds is included in gross income for federal income tax purposes.
(See “TAX STATUS” herein.)
Bond Years:
15,950.25 years.
Average Life:
8.439 years.
Record Date:
The 15th day of the calendar month next preceding each interest payment date.
Information set forth on this page is qualified by the entire Official Statement. A full review of the entire Official Statement should be
made by potential investors.
6
SUMMARY - NOTES
District:
Issue:
$1,800,000 General Obligation Promissory Notes.
Dated Date:
December 20, 2012
Interest Due:
Commencing April 1, 2013 and on each October 1 and April 1 thereafter. Interest on
the Notes will be computed on the basis of a 30-day month and a 360-day year.
Principal Due:
April 1, 2013 through 2022.
Redemption Provisions:
The Notes maturing on and after April 1, 2019 shall be subject to call and prior
payment on April 1, 2018 or on any date thereafter at par plus accrued interest. The
amounts and maturities of the Notes to be redeemed shall be selected by the
District. If less than the entire principal amount of any maturity is to be redeemed,
the Notes of that maturity which are to be redeemed shall be selected by lot. Notice
of such call shall be given by sending a notice thereof by registered or certified mail,
facsimile or electronic transmission or overnight express delivery not less than thirty
(30) days nor more than sixty (60) days prior to the date fixed for redemption to the
registered owner of each Note to be redeemed at the address shown on the
registration books. All or a portion of the Notes may be issued as one or more term
bonds, upon election by the successful bidder. (See “REDEMPTION PROVISIONS”
herein.)
Security:
The full faith, credit and resources of the District are pledged to the payment of the
principal of and the interest on the Notes as the same become due and, for said
purposes, there are levied on all the taxable property in the District, direct, annual
irrepealable taxes in each year and in such amounts which will be sufficient to meet
such principal and interest payments when due. Under current law, such taxes may
be levied without limitation as to rate or amount.
Purpose:
The proceeds from the sale of the Notes will be used for the public purposes of
paying the cost of energy conservation projects at various District buildings and sites
and acquiring related equipment (the "Project"). (See "THE FINANCING PLAN"
herein.)
Credit Ratings:
This issue has been assigned a "AA" rating by Standard & Poor’s Ratings Services,
a division of the McGraw-Hill Companies, Inc. (See “RATINGS” herein.)
Bank Qualification:
The Notes are designated as "qualified tax-exempt obligations."
Tax Status:
Interest on the Notes is excludable from gross income for federal income tax
purposes. (See "TAX STATUS" herein.)
Bond Years:
8,890.00 years.
Average Life:
4.939 years.
Record Date:
The 15th day of the calendar month next preceding each interest payment date.
Information set forth on this page is qualified by the entire Official Statement. A full review of the entire Official Statement should be
made by potential investors.
7
INTRODUCTORY STATEMENT
This Official Statement presents certain information relating to the Port Washington-Saukville School District, Wisconsin
(the "District" and the "State" respectively) in connection with the sale of the District's $1,890,000* Taxable General
Obligation Refunding Bonds (the "Bonds") and the $1,800,000 General Obligation Promissory Notes (the "Notes")
(collectively, the "Securities"). The Securities are issued pursuant to the Constitution and laws of the State and the
Resolutions (the "Resolutions") adopted by the School Board (the "Board") and other proceedings and determinations
related thereto.
The Award Resolutions (as hereinafter defined) will provide that the District will establish a separate debt service fund
with respect to payment of principal of and interest on the Securities. In practice, the District will maintain a separate
account in its debt service fund for each issue. This is in accordance with the traditional interpretation by the District of
its obligation under prior note and bond resolutions respecting the maintenance of separate funds.
All summaries of statutes, documents and Resolutions contained in this Official Statement are subject to all the
provisions of, and are qualified in their entirety by reference to such statutes, documents and Resolutions, and
references herein to the Securities are qualified in their entirety by reference to the form thereof included in the
Resolutions. Copies of the Resolutions may be obtained from the Financial Advisor upon request.
THE FINANCING PLAN
The Bonds will be issued for the purpose of advance refunding a portion of the following issue (the “Prior Issue”):
Issue
Taxable General Obligation
Refunding Bonds
Dated: June 19, 2009
Original
Amount
Call Price
$2,590,000
100%
Call Date
Maturities
to be
Refunded
Amount of
Principal
Refunded
Balance after
Refunding
(12/20/2012)
4/1/2017
2018-2019
$1,555,000
$775,000
A portion of the proceeds of the Bonds will be irrevocably deposited in an escrow account, invested in U.S. Government
Securities and used to advance refund the refunded portion of the Prior Issue. See "MATHEMATICAL VERIFICATION"
herein.
The Notes will be issued for the public purpose of paying the cost of energy conservation projects at various District
buildings and sites and acquiring related equipment (the "Project").
REDEMPTION PROVISIONS
Optional Redemption
The Securities maturing April 1, 2019 and thereafter are subject to call and prior redemption on April 1, 2018 or any date
thereafter, in whole or in part, from maturities selected by the District and by lot within each maturity at par plus accrued
interest to the date of redemption.
Mandatory Redemption
All or a portion of the Securities may be issued as one or more term bonds, upon election by the successful bidder as
provided in the official notice of sale.
Such term bonds shall be subject to mandatory sinking fund redemption. Such term bonds shall have a stated maturity
or maturities of April 1, in such years as determined by the successful bidder. The term bonds shall be subject to
mandatory sinking fund redemption and final payment(s) at maturity of 100% of the principal amount thereof, plus
accrued interest to the redemption date or dates and in amounts consistent with the maturity schedule on the inside
cover of this Official Statement.
8
ESTIMATED SOURCES AND USES*
The Bonds
Sources of Funds
Par Amount of Bonds*
Total Sources:
$1,890,000
$1,890,000
Uses of Funds
Deposit to Net Cash Escrow Account
Costs of Issuance (Including Underwriter’s Discount) and Rounding
Total Uses:
$1,828,483
61,517
$1,890,000
The Notes
Sources of Funds
Par Amount of Notes
Reoffering Premium
Total Sources:
$1,800,000
43,321
$1,843,321
Uses of Funds
Deposit to Project Construction Fund
Costs of Issuance (Including Underwriter’s Discount)
Total Uses:
$1,800,000
43,321
$1,843,321
CONSTITUTIONAL AND STATUTORY CONSIDERATIONS AND LIMITATIONS
CONCERNING THE DISTRICT'S POWER TO INCUR INDEBTEDNESS
The Constitution and laws of the State limit the power of the District (and other municipalities of the State) to issue
obligations and to contract indebtedness. Such constitutional and legislative limitations include the following, in
summary form and as generally applicable to the District.
Purpose
The District may not borrow money or issue bonds or notes for any purpose except those specified by statute, which
include among others the purposes for which the Securities are being issued.
General Obligation Bonds
The principal amount of every sum borrowed by the District and secured by an issue of bonds may be payable at one
time in a single payment or at several times in two or more installments; however, no installment may be made payable
later than the termination of twenty years immediately following the date of the bonds. The Board is required to levy a
direct, annual, irrepealable tax sufficient in amount to pay the interest on such bonds as it falls due and also to pay and
discharge the principal thereof at maturity. Bonds issued by the District to refinance or refund outstanding notes or
bonds issued by the District may be payable no later than twenty years following the original date of such notes or
bonds.
Refunding Bonds
In addition to being authorized to issue bonds, the Board is authorized to borrow money using refunding bonds for
refunding existing debt. To evidence such indebtedness, the District must issue to the lender its refunding bonds (with
interest) payable within a period not exceeding twenty years following the initial date of the debt to be refunded. Such
refunding bonds constitute a general obligation of the District. Refunding bonds are not subject to referendum.
9
Bond or Note Anticipation Notes
In anticipation of issuing general obligation bonds or notes, the District is authorized to borrow money using bond
anticipation notes. Bond or Note anticipation notes shall in no event be a general obligation of the District, and do not
constitute an indebtedness of the District, nor a charge against its general credit or taxing power. Bond or note
anticipation notes are payable only from (a) proceeds of the bond or note anticipation notes set aside for payment of
interest on the bond or note anticipation notes and they become due, and (b) proceeds to be derived from the issuance
and sale of general obligation bonds or notes which proceeds are pledged for the payment of principal of and interest on
the bond or note anticipation notes.
Promissory Notes
The District is authorized to borrow money using notes for any public purpose. To evidence such indebtedness, the
District must issue to the lender its promissory notes (with interest) payable within a period not exceeding ten years
following the date of said notes. Such notes constitute a general obligation of the District. Notes may be issued to
refinance or refund outstanding notes. However, such notes may be payable not later than twenty years following the
original date of such notes.
Temporary Borrowing
The Board may, on its own motion, borrow money in such sums as may be needed to meet the immediate expenses of
maintaining the schools in the District during the current fiscal year. No such loan or loans shall be made to extend
beyond November 1 of the next fiscal year nor in any amount exceeding one-half of the estimated receipts for the
operation and maintenance of the schools for the current fiscal year in which the loan is made.
Debt Limit
The District has the power to contract indebtedness for purposes specified by statute so long as the principal amount
thereof does not exceed ten percent of the equalized value of taxable property within the District. For information with
respect to the District's percent of legal debt incurred, see the caption "INDEBTEDNESS OF THE DISTRICT-Debt Limit,"
herein.
THE RESOLUTIONS
The following are summaries of certain provisions of the Resolutions adopted by the Board pursuant to the
procedures prescribed by Wisconsin Statutes. Reference is made to the Resolutions for a complete recital of their
terms.
Authorizing Resolution
By way of a resolution adopted on September 10, 2012 (the "Authorizing Resolution"), the Board authorized the issuance
and sale of general obligation promissory notes in an amount not to exceed $2,400,000 for the public purpose of paying
the cost of the Project. A notice to electors was published on September 13, 2012 advising District electors of the
adoption of the Authorizing Resolution. The Wisconsin Statutes provide that the Authorizing Resolution is subject to
approval by District electors at a referendum if, within 30 days after the date of publication of the notice to electors, a
sufficient petition requesting a Referendum is filed by District electors. The petition period expired on October 13, 2012.
The Award Resolution-Bonds
By way of a resolution to be adopted on December 10, 2012, (the "Award Resolution for the Bonds") the Board will
accept the bid (or reject all bids) of the Underwriter for the purchase of the Bonds, in accordance with bid specifications,
provide the details and form of the Bonds, and set out certain covenants with respect thereto. The Award Resolution for
the Bonds pledges the full faith, credit and resources of the District to payments of the principal of and interest on the
Bonds. Pursuant to the Award Resolution of the Bonds, the amount of direct, annual, irrepealable taxes levied for
collection in the years 2013 through 2025 which will be sufficient to meet the principal and interest payments on the
Bonds when due will be specified. The Award Resolution for the Bonds establishes separate and distinct from all other
funds of the District a debt service fund with respect to payment of principal of and interest on the Bonds.
10
The Award Resolution-Notes
By way of a resolution to be adopted on December 10, 2012, (the "Award Resolution for the Notes") the Board will
accept the bid (or reject all bids) of the Underwriter for the purchase of the Notes, in accordance with bid specifications,
provide the details and form of the Notes, and set out certain covenants with respect thereto. The Award Resolution for
the Notes pledges the full faith, credit and resources of the District to payments of the principal of and interest on the
Notes. Pursuant to the Award Resolution for the Notes, the amount of direct, annual, irrepealable taxes levied for
collection in the years 2013 through 2022 which will be sufficient to meet the principal and interest payments on the
Notes when due will be specified. The Award Resolution for the Notes establishes separate and distinct from all other
funds of the District a debt service fund with respect to payment of principal of and interest on the Notes.
THE DISTRICT
The administration of the District is exercised by a Board. The Board consists of nine members who are elected for
staggered three-year terms of office. The Board elects a President, Vice President, Treasurer and a Clerk from among
its members for one-year terms. The Board is empowered to employ a Superintendent to conduct the affairs and
programs of the District
Unified school districts hold an annual public hearing prior to adopting the budget for the ensuing year. The Board shall
present at the annual hearing a full, itemized written report. The report shall state all receipts and expenditures of the
District since the last annual hearing, the current cash balance of the District, the amount of the deficit and the bills
payable of the District, the amount necessary to be raised by taxation for the support of the schools of the District for the
ensuing year and the amount required to pay the principal and interest of any debt due during the ensuing year. The
report shall also include the budget summary. The Board has the power and duty, among other things, to make rules for
the organization, gradation, and government of the schools of the District, enter into agreements with other governmental
units, tax for operation and maintenance, engage employees (including a Superintendent) and purchase school
equipment.
The Board
Name
James Eden, President
Carey Gremminger, Vice President
Kelly O’Connell-Perket, Clerk
Kimberly Wood, Treasurer
Brenda Fritsch, Member
Brian McCutcheon, Member
Sara McCutcheon, Member
Michelle Mueller, Member
Jim Olson, Member
Expiration of Term
April, 2013
April, 2015
April, 2013
April, 2014
April, 2015
April, 2014
April, 2015
April, 2015
April, 2013
Source: The District.
Administration
Name
Michael R. Weber, Ph.D.
James A. Froemming
Duane Woelfel
Title
Superintendent
Director of Business Services
Director of Special Services
*Mr. Woelfel was previously the High School Principal for 9 years.
11
Years of
Service
13
10
2*
District Facilities
Constructed
1931
1967
1957
1960
1955
1964
Facility
Port Washington High School
Thomas Jefferson Middle School
Dunwiddie Elementary School
Lincoln Elementary School
Saukville Elementary School
Port Washington-Saukville District Office
Additions
1949, 1954, 1974, 1975
1985, 1992
1965
1999
1960, 1974, 1989
1988
School Enrollments
Pre K-4
Through 12
2,537
2,512
2,517
2,495
2,542
2,500
2,499
2,493
2,491
2,481
2,453
Year
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14*
2014-15*
2015-16*
2016-17*
2017-18*
* Projected enrollments are based on the University of Wisconsin weighted average model with actual third Friday headcount in
all buildings.
Employment
A breakdown by department of the District employees is shown below.
Number of
Employees
Department
Teachers
Administration
Instructional Aides
Secretaries
Custodians
Food Service
TOTAL
185
11
28
20
19
14
277
The District employees are represented by the following bargaining units:
Union
Port Washington-Saukville Education Association
Port Washington-Saukville Education Association - ESP
AFSCME Local 108
Group Represented
Teachers
Paras and Secretaries
Custodians
Contract Dates
June 30, 2012*
June 30, 2012*
June 30, 2014
*The Board expects to ratify a new contract for the teachers on December 10, 2012 and expects to begin negotiations with the Para
and Secretaries on December 4, 2012.
The District considers its relationship with the employee groups to be very positive and student centered.
12
All eligible District personnel are covered by the Municipal Employment Relations Act ("MERA") of the Wisconsin
Statutes. Pursuant to that law, employees have rights to organize and, after significant changes were made to the law in
2011, very limited rights to collectively bargain with municipal employers. MERA was amended by 2011 Wisconsin Act
10 (the "Act") and by 2011 Wisconsin Act 32.
Certain legal challenges were brought with respect to the Act. On May 26, 2011, the Dane County Circuit Court (the
"Circuit Court") issued a decision which voided the legislative action taken with respect to the Act due to violations of the
State's Open Meetings Law. However, on June 14, 2011, the Supreme Court of Wisconsin overturned the Circuit
Court's decision by vacating and declaring all orders and judgments of the Circuit Court with respect to the Act to be
void. As a result, the Act took effect on June 29, 2011, the day after it was published in accordance with State statutes.
On September 14, 2012, the Circuit Court issued a decision which declared that certain portions of the Act violate State
Constitutional rights to freedom of speech and association and equal protection, including portions of the Act that prohibit
collectively bargaining with municipal employees with respect to any factor or condition of employment except total base
wages. On September 18, 2012, the State Attorney General filed an appeal to the Circuit Court's decision and
requested a stay on the enforcement of the decision until such an appeal is decided. On October 22, 2012, the Circuit
Court denied the motion for a stay until the appeal is decided. As a consequence, until the appeal is decided, local
governments and school districts may be prohibited from following the portions of the Act that have been found
unconstitutional. The outcome of these legal proceedings cannot be predicted at this time.
As a result of the 2011 amendments to MERA, the District was prohibited from bargaining collectively with municipal
employees with respect to any factor or condition of employment except total base wages. Even then, the District was
limited to increasing the base wages only by any increase in the previous year's consumer price index (unless the
District were to seek approval for a higher increase through a referendum). Ultimately, the District could unilaterally
implement the wages for a collective bargaining unit. However, these limitations on collective bargaining have been held
unconstitutional by the Circuit Court as described in the above paragraph.
Under the changes to MERA, impasse resolution procedures were removed from the law for municipal employees of the
type employed by the District, including binding interest arbitration. Strikes by any municipal employee or labor
organization are expressly prohibited. As a practical matter, it is anticipated that strikes will be rare. Furthermore, if
strikes do occur, they may be enjoined by the courts. Additionally, because the only legal subject of bargaining is the
base wage rates, all bargaining over items such as just cause, benefits, and terms of conditions of employment are
prohibited and cannot be included in a collective bargaining agreement.
Due to the changes described above, the Board was free to unilaterally determine and promulgate policies, benefits and
other terms and conditions of employment. Accordingly, the Board approved an Employee Handbook, which became
effective July 1, 2012 for all employee groups. The Employee Handbook sets forth policies, procedures and benefits for
employees of the nature that were previously set forth in labor contracts. The Employee Handbook's terms are subject
to change at the sole discretion of the District and are not subject to grievance or arbitration by the unions. However,
individual employees are allowed to file a grievance if they are disciplined or terminated. However, under the changes to
MERA, the Board, rather than an arbitrator, is the final decision-maker regarding any grievance, though the grievance
must be heard by an impartial hearing officer before reaching the Board.
Pension Plan
All employees of the District are covered under the Wisconsin Retirement System established under Chapter 40 of the
Wisconsin Statutes. The total retirement plan contributions for 2012 were $1,895,329 and $1,899,433 for 2011. The
amounts of such contributions were determined by the Wisconsin Retirement Fund and are in accordance with the
actuarially determined requirement. Pursuant to the amendments of MERA discussed above, District employees, except
for custodians covered under an existing labor contract, are now required to contribute half of such contributions.
Supplemental Pension Plan
The District provides supplemental pension benefits in the form of cash in lieu benefit through a single-employer defined
benefit plan to employees who have terminated their employment with the District and have satisfied specified eligibility
standards. Membership of the plan consisted of 19 retirees receiving benefits and 71 active plan members as of the
date of the latest actuarial valuation. The membership numbers and the contribution amounts are also included in the
OPEB numbers shown below because they convert to Medicare coverage at retirement. Under the Employee
Handbook, this benefit has been eliminated for all employees who retire after July 1, 2012 except administrators.
13
Pension benefit calculations are required to be updated every two years and prepared in accordance with Statements
No. 27 and No. 50 of the Governmental Accounting Standards Board ("GASB 27" and "GASB 50") regarding pension
disclosures. A new actuarial valuation for the District for the plan with a valuation date of June 30, 2013 is not yet
completed but is underway.
The District is required to expense the estimated yearly cost of providing post-retirement benefits and such annual
accrual expense is referred to as the "annual required contribution." For the year ended June 30, 2012 ("Fiscal Year
2012") the District's annual required contribution was $227,471 (which amount is also included in the OPEB annual
required contribution described below). For Fiscal Year 2012, the District did not contribute to the plan. The District's
current funding practice is to make annual contributions to the plan in the amounts at least equal to the benefits paid to
retirees in a particular year on a "pay-as-you-go" basis. The District did not contribute to the plan in Fiscal Year 2012
because there were no benefits paid to retirees in that year.
July 1, 2009 was the first actuarial valuation of the District's supplemental pension liabilities since the effective date of
GASB 27 and GASB 50. As of July 1, 2009, the actuarial accrued liability for benefits was $1,979,602 and the actuarial
value of assets was $0, resulting in an unfunded actuarial accrued liability ("UAAL") of $1,979,602 and a funded ratio of
actuarial value of assets to actuarial accrued liability (the "Funded Ratio") of 0%.
Other Post Employment Benefits
The District provides "other post-employment benefits" ("OPEB") (i.e., post-employment benefits, other than pension
benefits, owed to its employees and former employees) through a single-employer defined benefit plan to employees
who have terminated their employment with the District and have satisfied specified eligibility standards. Membership of
the plan consisted of 98 retirees receiving benefits and 297 active plan members as of July 1, 2009, the date of the latest
actuarial valuation. OPEB calculations are required to be updated every two years and prepared in accordance with
Statement No. 45 of the Governmental Accounting Standards Board (“GASB 45”) regarding retiree health and life
insurance benefits, and related standards. An OPEB study for the District was last completed as of July 1, 2009.
Pursuant to the Employee Handbook, the District made significant changes in post retirement benefits beginning July 1,
2012 with the exception of the custodians who have a contract in place until 2014. All retirement eligibility ages were
moved from 55 to 57 for all groups including non-represented employees. The benefits eligibility requirement for
represented groups was raised to 20 years Full-Time Equivalent service. Employees hired after April 1, 2012 are no
longer eligible to receive post retirement benefits from the District. Caps were also placed on the maximum aggregate
benefit available with ESP members maxing out at $100,000 and teachers at $150,000.
The District also changed insurance carriers from the WEA Trust for health insurance to Humana. As part of the plan
deductibles and co-pays were increased to reduce the District's planned insurance cost for 2012-13 by approximately
17%.
The State of Wisconsin provided a one year waiver on completing the 2012 OPEB analysis because of changes that
were in the process of being determined in and around the time of the three year study that was to be completed by June
30, 2012. The District will have the study completed for the fiscal year 2013 audit.
The information summarized in the remainder of this section, below, is taken from the District's audited financial
statements for Fiscal Year 2012. Potential investors should note that, per the above-described changes limiting eligibility
for and reducing the amount of post-employment health benefits, the District anticipates that the annual required
contribution and actuarial accrued liability for benefits described below will decrease in the next actuarial study.
The District is required to expense the estimated yearly cost of providing post-retirement benefits representing a level of
funding that, if paid on an ongoing basis, is project to cover costs and amortize unfunded actuarial liabilities over an a
given period not to exceed 30 years. Such annual accrual expense is referred to as the "annual required contribution."
As shown in the District's Financial Statements for Fiscal Year 2012, the District's annual required contribution was
$1,970,687. For Fiscal Year 2012, contributions to the plan totaled $1,628,191, which was 82.6% of the annual required
contribution. The District's current funding practice has been to fully fund the yearly amount of benefit premiums on a
"pay-as-you-go-basis" plus approximately five percent above such amount.
The plan's ratio Funded Ratio as of the most recent actuarial valuation date, July 1, 2009, was 0%. As of July 1, 2009,
the actuarial accrued liability was $18,940,999, and the actuarial value of assets was $440, resulting in an UAAL of
$18,940,559.
For more information, see Note D in "Appendix A - Basic Financial Statements and Related Notes for the Year Ended
June 30, 2012" attached hereto.
14
GENERAL INFORMATION
Location
The District is located in southeastern Wisconsin along Lake Michigan in Ozaukee County. The District includes the City
of Port Washington and a large portion of the Village of Saukville, as well as the Town of Port Washington and portions
of the Towns of Saukville and Grafton. The District is approximately 25 miles north of Milwaukee, 110 miles north of
Chicago and 90 miles south of Green Bay and encompasses an area of approximately 27 square miles. The District is
conveniently located along U.S. Interstate 43 and seeks to take advantage of the ready access it provides to the
Milwaukee markets.
Education
The District offers a comprehensive program for students in grades Pre-K-12. The District's facilities include one high
school, one middle school and three elementary schools. The District's 2010 census population was 17,238.
Post-Secondary Education
Excellent post-secondary educational opportunities are available to District residents through the use of the University of
Wisconsin-Milwaukee, Marquette University, Concordia University, Cardinal Stritch College, Mount Mary College and
Milwaukee Area Technical College's Mequon campus.
DEMOGRAPHIC AND ECONOMIC INFORMATION
Population
Estimate, 2012
Estimate, 2011
Census, 2010
Estimate, 2009
Estimate, 2008
Ozaukee
County
86,635
86,530
86,395
87,173
87,008
City of
Port Washington
11,287
11,272
11,250
11,200
11,185
Village of
Saukville
4,464
4,465
4,451
4,359
4,358
Source: Wisconsin Department of Administration, Demographic Services Center.
Per Tax Return Adjusted Gross Income
Year
2010
2009
2008
2007
2006
State of
Wisconsin
$46,958
45,372
47,046
48,985
48,107
Ozaukee
County
$82,425
79,263
86,785
89,593
85,546
City of
Port Washington
$48,117
47,275
48,724
49,287
48,405
Source: Wisconsin Department of Revenue, Division of Research and Policy.
Unemployment Rate
September, 2012
September, 2011
Average, 2011
Average, 2010
Average, 2009
Average, 2008
Average, 2007
State of
Wisconsin
6.2%
6.8
7.5%
8.5
8.7
4.8
4.8
Source: Wisconsin Department of Workforce Development.
15
Ozaukee
County
5.1%
5.5
6.0%
6.9
7.6
3.8
3.7
Village of
Saukville
$47,285
46,265
48,770
46,931
45,455
Residential Building Permit Valuations–City of Port Washington
Year
2012*
2011
2010
2009
2008
Number
14
27
30
28
31
Valuations
$2,353,185
5,239,307
5,744,252
5,524,685
7,733,375
*As of September 2012.
Source: U.S. Census Bureau.
Largest Employers
The largest employers located within the District are listed below.
Employer
Ozaukee County
Allen-Edmonds Shoe Company
Charter Manufacturing Co. Inc.
Meridian Industries/Kleen Test Products
City of Port Washington
The District
Kickhaefer Manufacturing Co./KMC Stamping
WI Electric Power Co.
Village of Saukville
Johnson Brass & Machine Foundry
Type of Business
Government
Manufacturer of men's shoes
Manufacturer of steel cables
Manufacturer of fabric softener sheets
Government
Education
Manufacturer of metal stampings
Electric services
Government
Manufacturer of brass castings
Number of
Employees
816*
660
569
375
363
277
187**
132
122
110
*Includes all employees-full-time, part-time and seasonal.
**Includes Port Washington at 172 and Fredonia at 15.
Source: 2012 Wisconsin Business Service and Manufacturers Directories, Ozaukee County, City of Port Washington, Village of
Saukville and Direct Employer Contacts.
Largest Taxpayers
Taxpayer Name
Charter Manufacturing Co. Inc.(1)
Cary Rentals(2)
Meridian Industries/Kleen Test Products(2)
MRED(1)
Harbor Ridge/Harbor Pointe(2)
PW Inv/Park St. Ind..(2)
Blume SPE Saukville(1)
AN Ansay & Associates(2)
Niranjan Gandi(1)
EVS (ERAL) Saukville(1)
Type of Business
Manufacturer of steel cables
Rental units
Manufacturer of fabric softener sheets
Commercial
Rental units
Real estate
Commercial
Insurance agency and broker
Industrial
Commercial
TOTAL
2011
Assessed
Valuation
$16,927,000
10,622,800
8,600,300
7,946,500
6,736,000
6,699,500
6,571,000
5,786,000
5,901,600
4,514,600
$80,305,300
2011
Equalized
Valuation
$17,849,783
11,488,701
9,301,340
8,379,707
7,285,075
7,245,600
6,929,221
6,257,637
6,223,328
4,760,715
$85,721,108
The above taxpayers represent 5.65% of the District's 2011 Equalized Value (TID IN) ($1,516,904,009). The District's
2012 Equalized Value (TID IN) is $1,469,261,520.
Source: (1)Village of Saukville and (2)City of Port Washington.
16
TAX LEVIES, RATES AND COLLECTIONS
Personal property taxes, special assessments, special charges and special taxes must be paid to the town, city or village
treasurer in full by January 31. Real property taxes may be paid in full by January 31 or in two equal installments
payable by January 31 and July 31. Municipalities also have the option of adopting payment plans which allow
taxpayers to pay their real property taxes and special assessments in three or more installments, provided that the first
installment is paid by January 31, one-half of the taxes are paid by April 30 and the remainder is paid by July 31.
Amounts paid on or before January 31 are paid to the town, city or village treasurer. Amounts paid after January 31 are
paid to the county treasurer unless the municipality has authorized payment in three or more installments in which case
payment is made to the town, city or village treasurer. Any amounts paid after July 31 are paid to the county treasurer.
For municipalities which have not adopted an installment payment plan, the town, city or village treasurer settles with
other taxing jurisdictions for collections through the preceding month on January 15 and February 20. For municipalities
which have adopted an installment payment plan, the town, city or village treasurer settles with other taxing jurisdictions
for collections through the preceding month on January 15, February 15 and the 15th day of each month following a
month in which an installment payment is due. On or before August 20, the county treasurer must settle in full with the
underlying taxing districts for all real property taxes and special taxes. The County Board may authorize its County
Treasurer to also settle in full with the underlying taxing districts for all special assessments and special charges. The
county may then recover any tax delinquencies by enforcing the lien on the property and retain any penalties or interest
on the delinquencies for which it has settled. Since, in practice, all delinquent real estate taxes are withheld from the
county's share of taxes, the District receives 100 percent of the real estate taxes it levies.
Set forth below are the taxes levied and the tax rate per $1,000 equalized value on all taxable property within the
District.
Levy
Year
2012
2011
2010
2009
2008
Collection
Year
2013
2012
2011
2010
2009
School
District
Tax Rate
$9.71
9.37
9.44
8.90
8.26
School District
Levy
$14,224,622
14,175,244
14,322,608
13,966,478
13,053,506
Uncollected
Percent
Taxes as of
of Levy
August 20 of
Collected
Each Year
-To Be Collected-0100%
-0100
-0100
-0100
Source: Wisconsin Department of Public Instruction.
2012-2013 Proportionate Amounts of Local Tax Revenue
Per Municipality Based on 2012 Equalized Valuation
Municipality
Town of Grafton
Town of Port Washington
Town of Saukville
TOTAL
2012 Equalized
Valuation
(TID OUT)
$857,816,000
29,501,397
188,482,900
25,756,568
363,590,255
$1,465,147,120
Source: Wisconsin Department of Revenue.
17
Percent of Levy
58.548114%
2.013545
12.864435
1.757951
24.815955
100.000000%
Amount of
Levy
$8,328,248
286,419
1,829,917
250,062
3,529,976
$14,224,622
EQUALIZED VALUATIONS
All equalized valuations of property in the State of Wisconsin are determined by the State of Wisconsin, Department of
Revenue, Supervisor of Assessments Office. Equalized valuations are the State's estimate of full market value. The
State determines assessed valuations of all manufacturing property in the State. Assessed valuations of residential and
commercial property are determined by local assessors.
Set forth in the table below are equalized valuations of property located within the District for the years 2008 through
2012. The District's equalized valuation (TID IN) has decreased by 7.27 percent since 2008. The average annual
percentage change is -1.87 percent.
Year
2012
2011
2010
2009
2008
Equalized
Valuation
(TID IN)
$1,469,261,520
1,516,904,009
1,521,134,655
1,574,008,412
1,584,506,842
Equalized
Valuation
(TID OUT)
$1,465,147,120
1,512,969,209
1,517,225,155
1,569,084,012
1,579,468,842
Tax Increment Districts
The Village of Saukville and the City of Port Washington have created Tax Increment Districts (TID) under Wisconsin
Statutes 66.1105. TID valuations totaling $4,114,400 have been excluded from the District’s tax base for 2012.
Municipality
TID No.
2
4
2
Creation
Date
2001
2006
2010
18
Base Value
$350,000
1,600,100
13,361,700
2012 Value
$3,955,500
1,613,700
13,857,000
Increment
$3,605,500
13,600
495,300
$4,114,400
INDEBTEDNESS OF THE DISTRICT
Direct Indebtedness
Set forth below is the direct general obligation indebtedness of District, including principal and interest payments due on
existing debt, excluding maturities refunded, as well as debt service on the Securities. Interest on the Bonds has been
estimated using an average rate of 2.75 percent. The bond years are 15,950.25 years and the average life is 8.439
years. Interest on the Notes has been estimated using an average rate of 2.14 percent. The bond years are 8,890.00
years and the average life is 4.939 years.
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Outstanding Bonds and Notes
Principal
Interest
$590,000
$108,936
135,000
26,805
145,000
22,315
155,000
16,944
165,000
10,738
175,000
3,719
----------------1,365,000
189,456
Less 2012
Sinking
Funds
(590,000)
(108,936)
TOTAL
$775,000
$80,520
Bonds*
Principal
Interest
Notes*
Principal
Interest
$30,000
30,000
30,000
25,000
20,000
200,000
205,000
210,000
215,000
220,000
225,000
235,000
245,000
1,890,000
$170,000
165,000
170,000
175,000
175,000
180,000
185,000
190,000
195,000
195,000
---1,800,000
$26,804
32,400
29,050
25,600
22,100
18,550
14,900
10,913
6,581
2,194
---189,091
$36,113
47,243
46,973
46,686
46,403
44,563
40,864
36,608
31,555
25,680
19,225
12,090
4,165
438,165
0
0
0
0
$1,890,000
$438,165
$1,800,000
$189,091
Total Debt
Service
Requirements*
$698,936
424,721
441,958
447,966
448,024
442,221
443,113
445,764
447,520
448,136
442,874
244,225
247,090
249,165
5,871,712
(698,936)
$5,172,776
Other Financing
The District has a line of credit with the Port Washington State Bank and has borrowed as listed below. The District
anticipates continuing to borrow for short-term cash flow purposes in future years consistent with its recent cash flow
borrowings.
Amount
$3,000,000
$4,000,000
$4,500,000
Dated
July 1, 2012
October 28, 2011
October 28, 2010
Due
June 30, 2013
June 30, 2012
October 28, 2011
Future Financing
The District does not anticipate issuing any additional general obligation debt within the next twelve months.
Default Record
The District has never defaulted on any prior debt repayment obligations.
19
Overlapping and Underlying Indebtedness
Set forth below is information relating to the outstanding overlapping and underlying indebtedness of the District.
Name of Entity
Milwaukee Area Technical College District
Ozaukee County
Total Towns
TOTAL
Amount of Debt
(Net of 2012
Principal
Payments)
$118,560,000
20,085,000
21,459,615
14,525,000
264,455
$174,894,070
Percent
Chargeable
to District
2.07%
14.20
100.00
91.21
varies
Outstanding
Debt
Chargeable
to District
$2,454,192
2,852,070
21,459,615
13,248,253
14,677
$40,028,807
Source: Wisconsin Department of Revenue. Information provided by each municipal entity through publicly available disclosure
documents available on EMMA.msrg.org and the Wisconsin Department of Public Instruction and direct inquiries.
Statistical Summary
The table below reflects direct, overlapping and underlying bonded indebtedness net of all 2012 principal payments
and refunded maturities.
2012 Equalized Valuation
$1,469,261,520
Direct Bonded Indebtedness including the Securities*
$4,465,000
Direct, Overlapping and Underlying Bonded Indebtedness including the Securities*
$44,493,807
Direct Bonded Indebtedness as a Percentage of Equalized Valuation*
0.30%
Direct, Overlapping and Underlying Bonded Indebtedness as a Percentage of
Equalized Valuation*
3.03%
Population of District (2010 Census)**
17,238
Direct Bonded Indebtedness Per Capita*
$259.02
Direct, Overlapping and Underlying Bonded Indebtedness Per Capita*
**U.S. Census Bureau.
20
$2,581.15
Debt Limit
As described under the caption "CONSTITUTIONAL AND STATUTORY CONSIDERATIONS AND LIMITATIONS
CONCERNING THE DISTRICT'S POWER TO INCUR INDEBTEDNESS--Debt Limit," the total indebtedness of the
District may not exceed ten percent of the equalized value of property in the District.
Set forth in the table below is a comparison of the outstanding indebtedness of District, net of 2012 principal payments
and refunded maturities, as a percentage of the applicable debt limit.
Equalized Valuation (2012) as certified by Wisconsin Department of Revenue
Legal Debt Percentage Allowed
$1,469,261,520
10.00%
Legal Debt Limit
$146,926,152
General Obligation Debt Outstanding including the Securities*
Unused Margin of Indebtedness*
$4,465,000
$142,461,152
Percent of Legal Debt Incurred*
3.04%
Percentage of Legal Debt Available*
96.96%
FINANCIAL INFORMATION
The financial operations of the District are conducted primarily through a series of state mandated funds. All
revenues except those attributable to the building funds and other funds authorized by State law are accounted for in
the general fund, and any lawful expenditure of the District must be made from the appropriate fund and recorded
therein.
As in other areas of the United States, the financing of public education in the State is subject to changing legislation,
variations in public opinion, examination of financing methods through litigation and other matters. For these reasons
the District cannot anticipate with certainty all of the factors which may influence the financing of its future activities.
Budgeting Process
The District is required by State law to hold a budget hearing in June of each year. The Board adopts the budget at that
time and approves the spending of funds for the budget beginning July 1 of each year. Such budget must list existing
indebtedness of the District and all anticipated revenue from all sources during the ensuing year and must also list all
proposed appropriations for each department, activity and reserve account of the District during the ensuing year. The
budget must show actual revenues and expenditures for the preceding year, actual revenues and expenditures for not
less than the first six months of the current year, and estimated revenues and expenditures for the balance of the current
year.
As part of the budgeting process, budget requests are submitted during the last half of the fiscal year by the teachers
and departmental administrators of each school. All requests for program additions or modifications are reviewed by the
administrative team and by a committee of the Board. The Board reviews final recommendations of the administrative
team and committee and adjusts the budget as necessary. The proposed budget is formally adopted by the Board after
the budget hearing is held.
21
GENERAL FUND SUMMARY
FOR YEARS ENDED JUNE 30
Revenues
Local Sources
Interdistrict
Intermediate
State
Federal
Other
Total revenues
Expenditures
Instruction
Support Service
Non-Program
Debt Service
Total Expenditures
Excess of revenues over
(under) expenditures
2012-13
BUDGET(1)
2011-12
ACTUAL(1)
2010-11
ACTUAL(1)
2009-10
ACTUAL
2008-09
ACTUAL
$14,173,891
788,702
28,725
14,049,360
1,535,466
64,016
30,640,160
$13,859,737
893,705
61,311
14,217,548
1,078,861
181,808
30,292,970
$13,945,542
679,831
44,016
15,795,030
1,214,809
109,139
31,788,367
$13,576,708
528,937
25,906
13,570,370
1,125,765
212,403
29,040,089
$12,712,884
476,316
10,117
12,787,986
1,849,451
58,476
27,895,230
17,374,146
12,239,653
1,188,946
-30,802,745
18,467,142
9,930,634
874,647
2,869
29,275,292
20,189,044
9,947,411
922,775
11,058
31,070,288
16,482,390
8,826,223
548,419
-25,857,032
15,313,574
9,071,608
440,694
24,825,876
1,017,678
718,079
3,183,057
3,069,354
(162,585)
Other financing sources (uses)
Sale of capital assets
Operating transfers in
Operating transfers out
Net other financing sources (uses)
-200
(237,615)
(237,415)
Revenues and other sources over
(under) expenditures and other uses
(400,000)(3)
Fund balances - beginning of year
Fund balances - end of year
5,171,632
$4,771,632
4,493
622
(227,299)
(222,184)
--(221,940)
(221,940)
8,856
200
(3,272,407)(2)
(3,263,351)
773
-(3,135,046)(2)
(3,134,273)
795,494
496,139
(80,294)
(64,919)
4,376,138
$5,171,632
3,879,999
$4,376,138
3,960,293
$3,879,999
4,025,212
$3,960,293
(1)
The 2012-13 Budget, 2011-12 and 2010-11 Actual figures reflect the District's adoption of Statement No. 54 of the Governmental
Accounting Standards Board, which include what was previously separately identified as the special education fund within the general
fund. The cost of special education is reflected within the operating transfers in and out lines. These “Transfers” are the result of a
requirement by the State of Wisconsin Department of Public Instruction to move the accounting for special education costs from the
general fund to a special revenue fund and to show the net cost of special education as an operating transfer from the general fund to the
special revenue fund, rather than as general fund expenditures.
(2)
A significant portion of these “Operating Transfers Out” are the result of a requirement by the State of Wisconsin Department of Public
Instruction to move the accounting for special education costs from the general fund to a special revenue fund and to show the net cost of
special education as an operating transfer from the general fund to the special revenue fund, rather than as general fund expenditures.
(3)
The District's fund balance amount is in excess of its fund balance policy. The Board budgeted to use fund balance in 2012-13 for one
time capital projects.
The amounts shown for the years ended June 30, 2009 through June 30, 2012 are excerpts from the audit reports, which
have been examined by Schenck, SC, Certified Public Accountants, Green Bay, Wisconsin (the "Auditor"). The amounts
shown for year ending June 30, 2013 are shown on a budgetary basis. A comparative statement of revenues and
expenditures should be read in conjunction with other financial statements and notes thereto appearing in Appendix A to this
Official Statement.
22
Financial Statements
A copy of the District's Basic Financial Statements and Related Notes for the fiscal year ended June 30, 2012, including
the accompanying independent auditor’s report, is included as Appendix A to this Official Statement. Potential
purchasers should read such financial statements in their entirety for more complete information concerning the District's
financial position. Such financial statements have been audited by the Auditor, to the extent and for the periods indicated
thereon. The District has not requested the Auditor to perform any additional examination, assessment or evaluation with
respect to such financial statements since the date thereof, nor has the District requested that the Auditor consent to the
use of such financial statements in this Official Statement. Although the inclusion of the financial statements in this
Official Statement is not intended to demonstrate the fiscal condition of the District since the date of the financial
statements, in connection with the issuance of the Securities, the District represents that there has been no material
adverse change in the financial position or results of operations of the District, nor has the District incurred any material
liabilities, which would make such financial statements misleading.
UNDERWRITING
The Notes have been purchased at a public sale by a group of Underwriters for whom ____________ is acting as
Managing Underwriter. The Bonds have been purchased at a public sale by a group of Underwriters for whom
_____________ is acting as Managing Underwriter. The Underwriters intend to offer the Securities to the public initially
at the prices which produce the yields set forth on the inside front cover page of this Official Statement plus accrued
interest from December 20, 2012, if any, which prices may subsequently change without any requirement of prior notice.
The Underwriters reserve the right to join with dealers and other underwriters in offering the Securities to the public. The
Underwriters may offer and sell the Securities to certain dealers (including dealers depositing the Securities into
investment trusts) at prices lower than the public offering prices. In connection with this offering, the Underwriters may
over allocate or effect transactions which stabilize or maintain the market price of the Securities at a level above that
which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
REVENUE LIMITS ON WISCONSIN SCHOOL DISTRICTS
The Wisconsin Statutes impose revenue limits on Wisconsin school districts, including the District. In general terms, for
the 2012-13 school year, a school district may increase its revenue limit by $50.00 per pupil. Similar limitations may be
imposed for future school years. A school district, which wishes to exceed the revenue limit, must obtain approval at a
referendum.
The revenue limit is increased by funds needed for payment of debt service on general obligation debt authorized before
the effective date of the revenue limit statutes (August 12, 1993) (the "Effective Date") and debt service on obligations
issued to refund such debt. Debt authorized after the Effective Date is exempt from the revenue limits if approved at a
referendum, as is debt service on obligations issued to refund such debt.
The payment of debt service on the Securities by the District is subject to the revenue limits.
Section 121.91(4)(o) of the Wisconsin Statutes allows a school board to annually adopt a resolution to increase its
revenue limit by the amount spent by a school district in that school year on a project to implement energy efficiency
measures or to purchase energy efficiency products, including the payment of debt service on bonds or notes issued to
finance the project, if the requirements set forth in Section 121.91(4)(o) of the Wisconsin Statutes are met. The Notes
are being issued to finance projects to implement energy efficiency measures. The Board has adopted a resolution to
increase its revenue limit by the anticipated debt service payments on the Notes coming due for the 2012-13 fiscal year.
It cannot be predicted whether or not the Board will adopt such an annual resolution in the future.
23
TAX STATUS
The Bonds
Interest on the Bonds is included in gross income for present Federal income tax purposes. Interest on the Bonds is not
exempt from present Wisconsin income or franchise taxes.
In order to comply with Treasury Circular 230, the opinion of Bond Counsel will state that unless specifically stated to the
contrary in writing, any advice contained in the opinion of Bond Counsel concerning tax issues or submissions is not
intended to be used, and cannot be used, by the taxpayer for the purpose of avoiding any tax penalties that may be
imposed upon the taxpayer by any governmental taxing authority or agency.
The Notes
Quarles & Brady LLP, Milwaukee, Wisconsin, Bond Counsel, will deliver a legal opinion with respect to the federal
income tax exemption applicable to the interest on the Notes under existing law substantially in the following form:
"The interest on the Notes is excludable for federal income tax purposes from the gross income of
the owners of the Notes. The interest on the Notes is not an item of tax preference for purposes of
the federal alternative minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, as
amended (the "Code") on corporations (as that term is defined for federal income tax purposes) and
individuals. However, for purposes of computing the alternative minimum tax imposed on
corporations, the interest on the Notes is included in adjusted current earnings. The Code contains
requirements that must be satisfied subsequent to the issuance of the Notes in order for interest on
the Notes to be or continue to be excludable from gross income for federal income tax purposes.
Failure to comply with certain of those requirements could cause the interest on the Notes to be
included in gross income retroactively to the date of issuance of the Notes. The District has agreed
to comply with all of those requirements. The opinion set forth in the first sentence of this paragraph
is subject to the condition that the District comply with those requirements. We express no opinion
regarding other federal tax consequences arising with respect to the Notes."
The interest on the Notes is not exempt from present Wisconsin income or franchise taxes.
Prospective purchasers of the Notes should be aware that ownership of the Notes may result in collateral federal income
tax consequences to certain taxpayers. Bond Counsel will not express any opinion as to such collateral tax
consequences. Prospective purchasers of the Notes should consult their tax advisors as to collateral federal income tax
consequences.
From time to time legislation is proposed, and there are or may be legislative proposals pending in the Congress of the
United States that, if enacted, could alter or amend the federal tax matters referred to above or adversely affect the
market value of the Notes. It cannot be predicted whether, or in what form, any proposal that could alter one or more of
the federal tax matters referred to above or adversely affect the market value of the Notes may be enacted. Prospective
purchasers of the Notes should consult their own tax advisors regarding any pending or proposed federal tax legislation.
Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.
DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS-THE NOTES
The District will designate the Notes as "qualified tax-exempt obligations" for purposes of Section 265 of the Internal
Revenue Code of 1986 relating to the ability of financial institutions to deduct from income for federal income tax
purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
24
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with Rule 15c2-12 promulgated by the Securities and Exchange
Commission (the "SEC"), pursuant to the Securities Exchange Act of 1934 (the "Rule"), the District shall covenant
pursuant to the Resolutions adopted by the Governing Body to enter into undertakings (the "Undertakings") for the
benefit of holders including beneficial holders of the Securities to provide certain customarily prepared and publicly
available financial information and operating data relating to the District annually to the Municipal Securities Rulemaking
Board (the "MSRB"), and to provide notices of the occurrence of certain events enumerated in the Rule electronically or
in the manner otherwise prescribed by the MSRB to the MSRB. The undertakings provide that the annual report will
be filed not later than 270 days after the end of each fiscal year. The District's fiscal year ends June 30th. The
details and terms of the Undertakings, as well as the information to be contained in the annual report or the notices of
material events, are set forth in the Continuing Disclosure Certificates to be executed and delivered by the District at the
time the Securities are delivered. Such Certificates will be in substantially the form attached hereto as Appendix B. A
failure by the District to comply with the Undertakings will not constitute an event of default on the Securities (although
holders will have the right to obtain specific performance of the obligations under the Undertakings). Nevertheless, such
a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal
securities dealer before recommending the purchase or sale of the Securities in the secondary market. Consequently,
such a failure may adversely affect the transferability and liquidity of the Securities and their market price.
The District is required to file its continuing disclosure information using the Electronic Municipal Market Access
(“EMMA”) system. Investors will be able to access continuing disclosure information filed with the MSRB at
www.emma.msrb.org.
The District did not file its operating data information, which the District had agreed to file under previous continuing
disclosure undertaking agreements as described in the Rule, for the fiscal year ended June 30, 2007 through 2010 within
the time specified. As of the date of this Official Statement, the District has filed the operating data in the manner
prescribed by the MSRB for fiscal years ending June 30, 2009 and 2010. The District has established procedures to
ensure filing of audited financial information and operating data are made in a timely manner in the future to the MSRB.
BOOK-ENTRY-ONLY SYSTEM
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Securities. The
Securities will be issued as fully-registered securities 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 Security
certificate will be issued for each maturity of the Securities, each in the aggregate principal amount of such maturity, and
will be deposited with DTC.
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. 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 securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (“Indirect Participants”). DTC has 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 and www.dtc.org.
25
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“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 Securities 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 Securities,
except in the event that use of the book-entry system for the Securities is discontinued.
To facilitate subsequent transfers, all Securities 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 Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee
do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial
Owners of the Securities may wish to take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security
documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities
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 and request that copies of notices be provided directly to
them.
Redemption notices shall be sent to DTC. If less than all of the securities within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Securities 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 District or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC,
Agent, or District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of District or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable
notice to District or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security
certificates are required to be printed and delivered.
District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that
District believes to be reliable, but District takes no responsibility for the accuracy thereof.
26
FINANCIAL ADVISOR
Robert W. Baird & Co., Milwaukee, Wisconsin has acted as Financial Advisor to the District in connection with the
issuance of the Securities.
LITIGATION
There is no controversy or litigation of any nature now pending or, to the knowledge of the District, threatened,
restraining or enjoining the issuance, sale, execution or delivery of the Securities, or in any way contesting or affecting
the validity of the Securities or any proceedings of the District taken with respect to the issuance or sale thereof.
LEGAL MATTERS
The Notes
Legal matters incident to the authorization and issuance of the Notes are subject to the unqualified approving legal
opinion of Quarles & Brady LLP, Bond Counsel. Such opinion will be issued on the basis of the law existing at the time
of the issuance of the Notes. A copy of such opinion will accompany the Notes and will be available at the time of the
delivery of the Notes.
The Bonds
Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving legal
opinion of Quarles & Brady LLP, Bond Counsel. Such opinion will be issued on the basis of the law existing at the time
of the issuance of the Bonds. A copy of such opinion will accompany the Bonds and will be available at the time of the
delivery of the Bonds. In order to comply with Treasury Circular 230, the opinion of Quarles & Brady LLP, Bond Counsel,
will state that unless specifically stated to the contrary in writing, any advice contained in the opinion of Bond Counsel
concerning tax issues or submissions is not intended to be used, and cannot be used, by the taxpayer for the purpose of
avoiding any tax penalties that may be imposed upon the taxpayer by any governmental taxing authority or agency.
Quarles & Brady LLP has also been retained by the District to serve as Disclosure Counsel to the District. Although, as
Disclosure Counsel to the District, Quarles & Brady LLP has assisted the District with certain disclosure matters, Quarles
& Brady LLP has not undertaken to independently verify the accuracy, completeness or sufficiency of this Official
Statement or other offering material relating to the Securities and assumes no responsibility whatsoever nor shall have
any liability to any other party for the statements or information contained or incorporated by reference in this Official
Statement.
RATINGS
The Securities have been assigned a “AA” rating by Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies, Inc. Such rating reflects only the views of such organization and explanations of the significance of such
rating may be obtained from the rating agency furnishing the same. Generally, a rating agency bases its rating on the
information and materials furnished to it and on investigations, studies and assumptions of its own. There is no
assurance that such rating will continue for any given period of time or that it will not be revised downward or withdrawn
entirely by such rating agency, if in the judgment of such rating agency circumstances so warrant. Any such downward
revision or withdrawal of such rating may have an adverse effect on the market price of the Securities.
Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Securities, and the
rating assigned by the rating agency should be evaluated independently. Except as may be required by the
Undertakings described under the heading “CONTINUING DISCLOSURE” neither the District nor the Underwriter
undertakes responsibility to bring to the attention of the owners of the Securities any proposed change in or withdrawal of
such rating or to oppose any such revision or withdrawal.
27
MATHEMATICAL VERIFICATION
Grant Thornton LLP, Minneapolis, Minnesota, a firm of independent certified public accountants, upon delivery of the
Bonds, will deliver to the District its attestation report indicating that it has examined, in accordance with standards
established by the American Institute of Certified Public Accountants, the mathematical accuracy of computations
prepared by Robert W. Baird & Co. Incorporated relating to the sufficiency of the anticipated receipts from the U.S.
Treasury Obligations, together with the initial cash deposit, if any, to pay, when due, the principal, interest and early
redemption premium requirements, if any, of the refunded obligations.
The report of Grant Thornton LLP will include the statement that the scope of their engagement was limited to verifying
the mathematical accuracy of the computations contained in such schedules provided to them and that they have no
obligation to update their report because of events occurring, or data or information coming to their attention, subsequent
to the date of their report.
MISCELLANEOUS
Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly
stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates
will be realized.
The execution and delivery of this Official Statement by its Clerk has been duly authorized by the District.
In accordance with the Rule, the Preliminary Official Statement is deemed final except for the omission of certain
information described in the Rule.
AUTHORIZATION
This Official Statement has been approved for distribution to prospective purchasers and the Underwriters of the
Securities. The District, acting through its Clerk, will provide to the Underwriter of the Securities at the time of delivery of
the Securities, certificates confirming to the Underwriters that, to the best of its knowledge and belief, the Official
Statement with respect to the Securities, together with any supplements thereto, at the time of the adoption of the Award
Resolutions and at the time of delivery of the Securities, was true and correct in all material respects and did not at any
time contain an untrue statement of a material fact or omit to state a material fact required to be stated, where necessary
to make the statements in light of the circumstances under which they were made, not misleading.
By /s/
District Clerk
28
APPENDIX A
BASIC FINANCIAL STATEMENTS
AND RELATED NOTES
OZAUKEE COUNTY, WISCONSIN
For Year Ended June 30, 2012
Schenck, SC
Certified Public Accountants
Green Bay, Wisconsin
A copy of the District's Basic Financial Statements and Related Notes for the fiscal year ended June 30, 2012, including the
accompanying independent auditor’s report, is included as Appendix A to this Official Statement. Potential purchasers should
read such financial statements in their entirety for more complete information concerning the District's financial position. Such
financial statements have been audited by the Auditor, to the extent and for the periods indicated thereon. The District has not
requested the Auditor to perform any additional examination, assessment or evaluation with respect to such financial statements
since the date thereof, nor has the District requested that the Auditor consent to the use of such financial statements in this
Official Statement. Although the inclusion of the financial statements in this Official Statement is not intended to demonstrate the
fiscal condition of the District since the date of the financial statements, in connection with the issuance of the Securities, the
District represents that there has been no material adverse change in the financial position or results of operations of the District,
nor has the District incurred any material liabilities, which would make such financial statements misleading.
Accounting principles generally accepted in the United States .of America require that the management's
discussion and analysis, the budgetary comparison information, the schedule of funding progress and the
schedule of employer contributions on pages 3 through 9 and 36 through 37 be presented to supplement the
basic financial statements. Such information, although not part of the financial statements, is required by the
Governmental Accounting Standards Board, who considers it to be an essential part of the financial reporting for
placing the 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 response
to our inquiries, the basic financial statements, and other knowledge obtained during our audit of the 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.
INDEPENDENT AUDITORS' REPORT ON BASIC FINANCIAL STATEMENTS
AND SUPPLEMENTARY SCHEDULE OF EXPENDITURES OF FEDERAL
AWARDS AND SCHEDULE OF STATE FINANCIAL ASSISTANCE
Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise
the District's basic financial statements. The financial information listed in the table of contents as· supplemental
information, and the accompanying schedule of expenditures of federal awards and schedule of stale financial
assistance, as required by U.S. Office of Management and Budget Circular A-133, Audits of States, Local
Governments, and Non-Profit Organizations, and the State Single Audit Guidelines issued by the Wisconsin
Department of Administration are presented for purposes of additional analysis and are not a required part of the
basic financial statements. The supplemental information and schedules of expenditures of federal awards and
state financial assistance are the responsibility of management and were derived from and relate directly to the
underlying accounting and other records used to prepare the financial statements. The information has been
subjected to the· auditing procedures applied in the audit of the financial statements and certain additional
procedures, Including comparing and reconciling such information directly to the underlying accounting and other
records used to prepare the financial statement or to the 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 financial statements taken as a
whole.
To the Board of Education
Port Washington, Wisconsin
We have audited the accompanying financial statements of the governmental activities, each major fund, and the
aggregate remaining fund information of the Port Washington-Saukville School District ("the District") as of and for
the year ended June 30, 2012, which collectively comprise the District's basic financial statements as listed in the
table of contents. These financial statements are the responsibility of the District's Board of Education and
management. Our responsibility is to express an opinion on these financial statements based on our audit. The
prior year summarized comparative information has been derived from the District's 2011 financial statements
and, in our report dated November 1, 2011, we expressed unqualified opinions on the respective financial
statements of the governmental activities, each major fund, and the aggregate remaining fund information.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America
and the standards applicable to financial audits contained in Government Auditing Standards, issued by the
Comptroller General of the Un~ed States. Those standards require that we plan and perform the aud~ to obtain
reasonable assurance about whether the basic financial statements are free of material misstatement An audit
includes consideration of internal control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
District's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinions.
Green Bay, Wisconsin·
October 25, 2012
In our opinion, the financial statements referred to above present fairly, in all material respects, the respective
financial position of the governmental activities, each major fund, and the aggregate remaining fund infonmation of
the District as of June 30, 2012, and the respective changes in financial position, thereof for the year then ended
in conformity with accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued our report dated October 25, 2012 on
our consideration of the District's internal control over financial reporting and our tests of its compliance with
certain provisions of Jaws, regulations, contracts and grant agreements and other matters. The purpose of that
report is to describe the scope of our testing of internal control over financial reporting and compliance and the
results of that testing, and not to provide an opinion on the internal control over financial reporting or on
compliance. That report is an integral part of an audit performed In accordance with Government Auditing
Standards and should be considered in assessing the results of our audit.
Appleton . Fond du Lac . Green Bay . Manitowoc • Milwaukee · Oshkosh • Sheboygan • Stevens Point • Wausau
2
800.236·2246 · schencksc.com
SchenckS(;
Management's Discussion and Analysis
June 30, 2012
As management of the Port Washington-Saukville School District we offer readers of the Districfs basic financial
statements this narrative overview and analysis of the financial activities of the District for the fiscal year ended
June 30, 2012.
Financial Highlights
The assets of the District exceeded its liabilities as of June 30, 2012 by $15,193,483 (net assets).
The District's total net assets increased by $545,754 in 2011-2012.
The property tax rate decreased by 0.75% or $0.07 per $1,000 of equalized property value from $9.44 per
$1,000 in 2010-2011 to $9.37 per $1,000 in 2011-2012.
As of June 30, 2012, the District's governmental funds reported combined ending fund balances of
$5,479,784, an increase of $839,689 in comparison with the prior year. AlthOugh approximately 95% of this
total amount, or $5,171,337, is unrestricted fund balance, the entire amount has been designated for specific
purposes with the largest amount set aside to provide an adequate balance for cash flow purposes and
unforeseen emergencies.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Overview of the Basic Financial Statements
This discussion and analysis is intended to serve as an introduction to the District's basic financial statements.
The District's basic financial statements are comprised of three components: 1) district-wide financial statements,
2) fund financial statements, and 3) notes to the basic financial statements. This report also contains
supplemental information in addition to the basic financial statements themselves.
District-wide financial statements. The district-wide financial statements are designed to provide readers with
a broad overview of the District's finances, In a manner similar to a private-sector business.
The statement of net assets presents information on all of the District's assets and liabilities, with the difference
between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful
indicator of whether the financial position of the District is improving or deteriorating.
The statement of activities presents information showing how the District's net assets changed during the most
recent year: All changes in net assets 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., earned but unused
vacation leave.)
3
The district-wide financial statements are designed to distinguish functions of the District that are principally
supported by taxes and intergovernmental revenues (governmental activities) from other functions that are
intended to recover ali or a significant portion of their costs through user fees and charges {business-type
activities). The governmental activities include the District's basic services, such as regular and special education
and various support services. The District does not report ·any business-type activities.
Notes to the basic financial statements. The notes provide additional information that is essential to a full
understanding of the data provided in the district-wide and fund financial statements. The notes to the basic
financial statements can be found on pages 17-33 of this report.
Other Information. The combining statements referred to earlier in connection with added governmental funds
are presented immediately following the notes to the basic financial statements. Combining individual fund
schedules can be found on pages 4Q-43.
The district-wide financial statements can be found on pages 10-11 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 District, like other state and local
governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal
requirements. Ali of the funds of the District can be divided into two categories: governmental and fiduciary funds.
District..wide Financial Analysis
Net assets. As noted earlier, net assets may serve over time as a useful indicator of a government's financial
position. in the case of the District, assets exceeded liabilities by $15,193,483 on June 30,2012 as summarized
below:
Governmental funds. Governmental funds are used to account for essentially the same functions reported as
governmental activities In the district-wide financial statements. However, unlike the district-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 District's near-tenm financing requirements.
it is useful to compare the .information presented for governmental funds with similar information presented for
governmental activities In the district-wide financial statements. By doing so, readers may better understand the
long-term impact of the District'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.
The District maintains nine individual governmental funds.
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, special education fund, and capital projects fund, which are
considered to be major funds. Data from the other six governmental funds are combined into a single,
aggregated presentation. Individual fund data for each of these added governmental funds is provided in the form
of combining statements elsewhere in thi.s report.
·
The District adopts an annual appropriated budget for all its governmental funds. As part of the basic
governmental fund financial statements, budgetary comparison statements have been provided for the general
fund and for each Individual, major special revenue fund to demonstrate compliance with the budget.
The basic governmental fund financial statements can be found on pages 12-14 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 District's own programs. The accounting used for
fiduciary funds is much like that used for the District-wide financial statements.
The basic fiduciary fund financial statements can be found on pages 15-16 of this report.
4
Port Washington-Saukville School District's Net Assets
2011-12
6,483 255
2010-11
6079,657
Current and other assets
Caoitai assets
$
$
14,470,472
$
$
Total assets
Lorra-term liabilities outstanding
Other liabilities
$
$
$
20,953,727
4,732,119
1,028,125
$
$
$
21,074,691
4,957,585
$
5,760,244
$
6,426,962
$
$
14,530,034
$
$
$
117 695
14,647,729
---·---~-
Total liabilities
Net assets:
Invested in caoitai-assets
Restricted
$
14,470 472
116,822
Unrestricted
Total net assets
$
$
606,189
15193,483
14,995,034
1,469,377
By far the largest P.ortion of the District's net assets reflects its investment in capital assets (e.g. land, buildings,
machinery and equipment, etc.) less any related debt used to acquire those assets that are still outstanding. The
District uses these capital assets to provide services to citizens; consequently, these assets are not available for
future spending. Although, the District'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 liquidate these liabilities.
An additional portion of the District's net assets $116,822 represents resources that are subject to external
restrictions on how they may be used. The remaining amount of unrestricted net assets results in a surplus of
$606,189.
5
-.
Financial Analysis of the District's Funds
Change in net assets. The District's net assets increased by $545,754 thousand during 2011-12.
As noted earlier, the District uses fund accounting to ensure and demonstrate compliance with finance-related
legal requirements.
Port Washington-Saukville School District's Change in Net Assets
I
I
2011-12
Revenues
Pr()gram revenues
Charges for services
Operating· Grants
$
$
General Revenues
Property Taxes
$
1,915,138
3,932,460
Governmental funds. The focus of the District's governmental funds is to provide information on near-term
inflows, outflows, and balances of spendable resources. S.uch information is useful in assessing the District's
financing requirements. In particular, unrestricted fund balance may serve as a useful measure of the District's
net resources available for spending at the end of the fiscal year.
2010-11
$
$
1,628 462
3,342,923
14174,028
2,155
$ 14,319,041
$
12,070,438
9117
$ 14,467,620
$
8,882
$
264,303
$
32,367,639
$ 33,916,235
18,715,884
11,086,312
140 796
878,388
$ 20,552,043
$ 11,285,101
$
163,964
144,069
$
901,917
$
922,840
Total expenses
$
$
$
$
$
$
$
31,821,885
$ 33,969,934
Increase (decrease) in net assets
$
545,754
Net Assets - July 1, 2011
$
14,647,729
$ 14,701,428
Net Assets- June 30, 2012
$
15,193,483
$ 14,647,729
Other Taxes
State and federal aids not restricted to specific
functions
Interest and investment earnings
$
$
$
-
Gifts and donations
Miscellaneous
Total Revenues
Expenses
Instruction
Support services
CommunitY services
Interest and fiscal charges
Depreciation - unallocated
Non-prcigram
6
116 965
883,540
5,830
$
143,477
¥
$
As of June 30, 2012, the District's governmental funds reported combined ending fund balances of $5,479,784,
an Increase of $839,689 in comparison with the prior year. Approximately 95% of this amount $5,171,633
constitutes unrestricted fund balance, which is used to assist in meeting the cash flow needs of the district. An
additional amount of fund balance Is reserved to indicate that it is not available for new spending because it has
already been committed for 2012-12 debt service, capital projects and technology payments.
(53,699)
The general fund is the main operating fund of the District. At the end of the current year the fund balance totaled
$5,171,633 and was primarily unrestricted. The fund balance of the District's general fund increased by $795,497
during the current year. As a measure of the general fund's liquidity, it may be useful to compare both unreserved.
fund balance and total fund balance to total fund expenditures. Unreserved general fund balance represents 18%
of total general fund expenditures and transfers out
The special education fund is annually funded by an operating transfer from the general fund. At year end, this
fund does not have a fund balance. The referendum debt service fund has a total fund balance of $169, all of
which is reserved for future debt service. The non-referendum debt fund, which is also reserved for future debt
service, has a $0 total fund balance.
General Fund Budgetary Highlights ·
Generally the original budget is rarely modified. The District only made minor changes to its original budget for
2011-12.
Revenues were 4.4% less in 2011-12 than 2010-11, or $1,299,457. Overall expenditures In 2011-12 decreased
by $1,598,815 or 5.5%. Wages decreased by 3.9% or $551,030 and benefits decreased $995,680 or 1.4%.
These changes were mainly due to changes in district financial responsibility due to Wisconsin's Act 10
legislation. Utility expenditures show a slight decrease in gas for heat decreasing and electricity decreasing due to
a warm winter. Pupil transportation decreased by 3.3%. The District's Fund 27 Special Education transfer
amount was significantly lower and displayed a decrease of $168,519 or 5.9%.
With regard to revenues, Equalized Aid decreased 10.0% or $1,439,344. The District experienced an increase in
open enrollment tuition of 12.5% or $75,551. Title 1A funding also significantly decreased by $67,139.25
(-22.7%). Aidable refunds increased $113,454 due to an ERRP credit associated with a filing on our behalf by our
health insurance carrier.
7
·~···); '~,
:.
Capital Asset and Debt Administration
Capital assets. The District's investment in capital assets for its governmental activities as of June 30, 2012
amounts to $14,470,472 (net of accumulated depreciation). This investment in capital assets includes land,
building improvements, buildings, and machinery and equipment. Local property taxes increased $393,647 (3%).
Port Washlngton•Saukville School District's Capjtai Assets
(net of accumulated depreciation)
6/30/2012
6/30/2011
Land
$
351129
$
351,129
Building improvements
$
1156,913
$
1 215,271
Buildings
$
11,252,656
$
11,627,346
Machinery and equipment
$
1,709,774
Total
$
14,470 472
$
$
14,995,034
1,801,288
Impact of Projected Budget Reductions- The-largest share of the District's expenditure budget.(approximately
80%) is for salaries and benefits of staff to provide direct programs and related/support services. Act 10's impact
on District revenues were covered through changes in employee Insurance carriers, and changes to plan design
that included raising deductibles, increasing co-pays and continuing to enhance the District's well ness Initiative.
Projected Cost of Health & Dental Insurance- The District has taken positive steps to contain the cost of health
and dental insurance benefits and still provide reasonable benefits for its employees. The District will Initially save
approximately $900,000 the first year with Humana on healthcare while providing a very comparable plan design.
Increased deductibles and co-pays witlh the new plan allowed for comparable coverage with significant savings.
The District will also have tlhe opportunity to evaluate current dental, and disability plans during 2012-13.
Contacting the District's Financial Management.
This financial report is designed to provide a general overview of the District's finances for all those with an interest
in the District's finances. Questions concerning any of the information provided in this report or requests for
additional financial information should be addressed to James A. Froemming, Director of Business Services,
Port Washington-Saukville School District at 100 Wesl Monroe Street, Port Washington, Wisconsin 53074-1217.
Long-term debt. At the end of the current fiscal year, the District had total general obligation long-term debt
outstanding of $2,330,000, comprised of debt backed by the full faith and credit of the government.
Port Washington-Saukville School District's Outstanding Debt
6/30/2012
General Obligation Debt
Bonds
Notes
Total General Obligation Debt
$
6/30/2011
2,330,000
-
$
$
2,330,000
$
2 455,000
$
465,000
$
2920,000
State statutes limit the amount of general obligation debt the District may issue to 10% of its total equalized
valuation. The current debt limitation for the District is $151,776,921, which is significantly in excess of the
District's $2,330,000 in outstanding general obligation debt.
Factors Bearing on District's Future
Revenues - State imposed revenue limits continue to challenge the budgets of school districts throughout the
state, especially tlhose with steady or declining enrollments. Wisconsin Act 10 changed tlhe funding climate for
education in eliminating lhe per pupil increases that have traditionally been available. After a 2011-12 reduction
of $573 per student, tlhe 20.12-13 increase is $50 (0.5%) per student. The 2012-13 budget will contain
approximately $800,000 of one time funds that will be earmarked for technology upgrades.
Budget Development- The District continues to remain fairly stable in its enrollment with a total of approximately
2,673 students Pre-K through Grade 12 after the addition of the preschool program. 2012-13 is predicted to have
an approximate 1% Induction in student population based on a large high school graduating class. Given the
current enrollment trends, the State budget, and revenue limit law, which has been in place since 1993,
maintaining and enhancing student programming will come with choices to eliminate areas of lower priority,
8
9
Statement of Net Assets
June 30,2012
(With summarized financial information as of June 30, 2011)
Governmental Activities
ASSETS
Cash and investments
Receivables
Taxes
Accounts
Interest
Due from fiduciary funds
Due from other governme~ts
Prepaid items
Capital Assets
Land
Site improvements
Buildings
Less: Accumulated depreciation
2012
2011
$ 2,218,942
$ 1,841,049
3,522,618
9,543
3,584,369
48,940
2
41
605,092
164
731,857
295
TOTAL ASSETS
BASIC FINANCIAL STATEMENTS
LIABILITIES
Accounts payable
Accrued payroll liabilities
Accrued interest payable
Due to other governments
Deposits
Unearned revenues
Long-term Obligations
Due within one year
Due in more than one year
TOTAL LIABILITIES
NET ASSETS
Invested in capital assets, net of related debt
Restricted for:
Food Service Programs
Community Service Programs
Unrestricted
~
TOTAL NET ASSETS
The notes to the basic financial statements are an integral part of this statement.
10
351,129
1,859,470
23,662,905
4,327,425
(15,730,457.)
351,129
1,859.470
23,550,528
4,187,793
(14,953,886)
20,953,727
21,074,691
275,508
656,017
24,654
12,550
22,444
36,952
372,012
974,797
29,815
15,001
12,752
65,000
135,000
4,597,119
590,000
4,367,585
5,760,244
6,426,962
14,470,472
14,530,034
74,169
42,653
606,189
117,695
15,193,483
~
14,647,729
<t
PORT WASHINGTON..SAUKVILLE SCHOOL DISTRICT
Statement of Activities
For the Year Ended June 30, 2012
(With summarized financial information for the year ended June 30, 2011)
I
Program Revenues
Functions/Programs
Exoenses
Instruction
Support services
Community services
Depreciation -unallocated
Non-program transactions
Total
$
Charges for
Services
18,715,884 $
11,086,312
140,796
116,965
883,540
878,388
31,821,885 $
Operating
Grants and
Contributions
1,264,584
593,790
56,764
1 915138 $
Balance Sheet
Governmental Funds
June 30, 2012
(With su~marized financial infonmation as of June 30, 2011)
Total
Governmental Funds
Net (Expenses)
Revenue and Changes
in Net Assets
Governmental
Activities
2012
ASSETS
Receivables
2011
Taxes
Accounts
Interest
Prepaid items
Due from other funds
Due from other governments
3,438,649 $ (14,012,651) $ (16,713,760)
493,811
(9,998,711)
(10,169,708)
(84,032)
(146,255)
(116,965)
(144,069)
(883,540)
(901,91()
(878,388)
(922,840)
(25,974,287)
3 932 460
(28,998,549)
specific functions
Interest and investment earnings
Miscellaneous
Total General Revenues
Change In net assets
Net assets- July 1
Net assets - June 30
13,463,758
473,430
236,840
2,155
13,567,369
474,864
276,808
5,830
12,070,438
9,117
264,303
26,520,041
14,467,620
8,882
143 477
28,944,850
545,754
(53,699)
14,647 729
14,701,428
$ 15 193,483
~ 14 647 729.
~
8,314
3,522,618
9,543
43 510
731 857
295
295
394,161
$
249,347 $
656,017
11,810.
26,161
Due to other governments
Deposits
Deferred.revenue
Total Liabilities
288
917 462
$
740
22,444
36,664
86,009
295
6.483 255 $
6,079,657
275,508 $
656,017
12,550
22,444
36 952
1,003,471
372,012
974,797
15,001
12,752
65 000
1,439,562
295
164
11,033
252,924
4 375,974
4,640,095
5,171 337
5171 632
308,152
170
74,169
42,653
191,160
5,171 337
5,479,784
6 089 094
394161
6483 255 $
6 079 657
5,479,784 $
4,640,095
170
74,169
42,653
191,160
$
3,584,369
48,940
2
164
41
605,092
3,522,618
1,229
6,089 094 $
TOTAL LIABILITIES AND
FUND BALANCES
1,841,049
342,337 $
688,347
Fund Balances
Nonspendable
Prepaid items
Restricted
Debt Service
Food Service Program
Community Service Programs
Assigned
Unassigned
Total Fund Balances
2011
2,218,942 $
1,876,605
$
TOTAL ASSETS
LIABILITIES AND FUND BALANCES
Liabilities
Accounts payable
Accrued payroll liabilities
General revenues
Property taxes - levied for general fund
Property taxes - levied for debt service
Property taxes- levied for community service
Other taxes
State and federal aids not restricted to
$
2012
Reconciliation to the Statement of Net Assets
Total Fund Balances as shown above
$
Amounts reported for governmental activities in the statement of net assets
are different because:
Capital assets used In governmental activities are not financial resources and
therefore are not reported in the funds.
14,470.472
14,995,034
Some liabilities, including bonds and notes payable, are not due and payable
In the current period and therefore are not reported In the funds.
Bonds and notes payable
Other post-employment benefits (OPEB)
Accrued vacation
Accumulated sick pay
Accrued interest on long-term obligations
(2,330,000)
(1 ,401,224)
(132,062)
(868,833)
(24,654)
(2,920,000)
(1 ,013,496)
(137,144)
(886,945)
(29,815)
Net Assets of Governmental Activities as Reported on the
Statement of Net Assets (see page 10)
~ 15,193,4~3
11
12
~ 14,647 729
i:
Statement of Revenues, Expendilures and Changes in Fund Balances
Governmental Funds
(With summarized financial Information for the year ended June 30, 2011)
Statement of Revenues, Expenditures and Changes in Fund Balances (Continued)
Governmental Funds
Total
Governmental Funds
2012
2012
2011
Reconciliation to the Statement of Agtivities
Net Change In Fund Balances from previous page
Revenues
Property taxes
Other local sources
lnterdlstrict sources
Intermediate sources
State sources
Federal sources
Other sources
$
Tatal Revenues
13,463,758
395,979
893,705
61,311
14,217,546
1,078,861
181808
30,292,970
$
710,270
973,743
$
4,000
31,874
327,792
51160
2,098,839
14,174,028
1,369,722
893,705
65,311
14,249,422
1,406,653
232 968
32,391,809
$
14,319,041
1,317,756
716,056
56,084
15,819,029
1,525,171
109,817
33,862,954
13,084,341
630,963
3,223,924
1,527,914
18,467,142
Special education instruction
Other instruction
Total instruction
Support Services
Pupil services
InStructional staff services
General administration services
School administration services
Business services
Operations and maintenance
Pupil transportation services
Food services
Central services
Insurance
74,871
9,449
1,292,894
1,268,580
475,605
. 1,627,347
507,777
3,14.7,617
1,072,642
912,091
648,366
139,260
13547
11,105,726
590,000
119 257
709 257
140 796
590,000
122,126
71"2 126
140 796
565,000
148 653
713,653
163,964
3 741
3741
2,281,321
820,828
57,560
878 388
31,556,613
908,846
13994
922 840
33,318,804
(182,482)
835,196
544,150
227,299
(622)
226,677
4,493
227,921
(227,921)
4,493
221,940
(221,940)
5,327
3,252
157,048
41,428
917,365
220
2 869
2 869
Community Services
Non-program Transactions
820,828
53,819
874 647
29,275,292
Adjustments and refunds
Total Non-program Transactions
Tatal Expenditures
1,186,418
1,246,941
1,348,739
422,603
1,567,657
502,894
3,052,125
1,117,760
917,365
723,131
202,493
15344
11,117,052
61,778
722,911
202,493
15 344
9;930,634
General tuition payments
14,362,149
670,891
3,552,029
1 827,552
20,412,621
156,789
241,109
1,246,941
1,286,961
422,603
1,562,330
499,642
2,895,077
1,076,332
Other support services
Total Support Services
Debt Service
Principal of debt
Total Debt Service
13,159,212
640,412
3,223,924
1,684,703
18,708,251
1,017,678
the statement of activities the cost of those assets Is allocated over
their estimated useful lives and reported as depreciation expense.
:j·.
I;
Capital outlay reported In governmental fund statements
$
Depreciation expense reported In the statement of activities
Amount in which deprecia.tlon Is (greater) less than capital outlays
4,493
622
(227,299)
(222,184)
Transfers out
Total Other Financing Sources (Uses)
Net Change in Fund Balances
Fund Balances - July 1
Fund Balances - June 30
$
795,494
44,195
839,689
544,150
4,376,138
263,957
4,640,095
4 095,g45
5171632
§
308 152
~
5,479 784
~
The net book value of capital assets disposed of is:
Certain employee benefits are reported in the governmental funds
when amounts are paid. The statement of activities reports the
value of benefits earned during the year. The accrual of these
benefits decreased (Increased) by:
Other post employment benefits (OPEB)
i:
Accumulated sick leave
Accrued vacation
(493,134)
(521,900)
(31 ,428)
(204,675)
(387,728)
18,112
5,082
(502,482)
58,178
3,446
590,000
565,000
5,161
4,584
Repayment of principal on long-term debt is reported in the governmental
funds as an expenditure, but is reported as a reduction in long-term
debt in the statement of net assets and does not affect the statement of
activities. The amount of long-term debt principal payments Is:
Interest payments on outstanding debt are reported in the governmental
funds as an expenditure when paid. In the statement of activities interest
is reported as it accrues.
Change in Net Assets of Governmental Activities as Reported on the
Statement of Activities (see page 11)
4 640 095
(Continued)
13
390,406
(883,540)
In governmental funds the entire proceeds, if any, from the disposal
of capital assets is reported i3S an other financing source. In the
statement of activities only the gain (or loss) on the disposal is
reported.
Other Financing Sources (Uses)
Transfers in
544,150
activities are different because:
Excess of Revenues Over (Under)
Expenditures
2011
$
Governmental funds report capital outlays as expenditures. However in
~>
Vocational instruction
839,689
Amounts reported for governmental activities In the statement of
Expenditures
Instruction
Regular instruction
$
14
m
545 754
:P:
(~32~~)
i:
Statement of Net Assets
Fiduciary Funds
June 30, 2012
ASSETS
Cash and cash equivalents
Interest receivable
Total Assets
$
10,536
6
10,542
$
299,491
$
299,491
$
88,209
LIABILITIES
Due to other funds
Due to student organization
Total Liabilities
88,209
88,209
NET ASSETS
Restricted for
Scholarships
Other post employment benefits
TOTAL NET ASSETS
88,209
Statement of Changes in Net Assets
Fiduciary Funds
398,236
6
398,242
$
ADDITIONS
Contributions
Employer and plan members
Private donations
Investment earnings
Total additions
252,539
12
252,551
88,209
88,209
41
78,660
78,701
10,542
299,491
12,542
161,308
$
DEDUCTIONS
Trust fund disbursements
Change in Net Assets
10,542
299,491
~
10,542
$
299,491
$
~
310,033
$
$
Net Assets- June 30
173,850
6,926
1,491,124
1,498 050
1,408,384
138,183
136,183
74,002
10,542
161,308
~
299,491
~
.;.,·
15
1,116
1,629,307
12,542
~
16
$
1,628,191
4,867
1,175
1,634,233
(2,000)
Net Assets -July 1
1,628,191
4,867
59
4,926
$
173,850
~
310 033
1,474,916
7,025
445
1,482,386
99,848
$
173,850
Notes to Basic Financial Statements
June 30, 2012
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The basic financial statements of the Port Washington-Saukville School District ("the District"), Port
Washington, Wisconsin, have been prepared in conformity with accounting principles generally accepted in
the United States of America (GAAP) as applied to government units. The Governmental Accounting
Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and
financial reporting principles. The significant accounting principles and policies utilized by the District are
described below:
1. Reporting Entity
The Port Washington-Saukville School District is organized as a unified school district. The District,
governed by a seven member elected school board, operates grades K through 12 and is comprised of all
or parts of five taxing districts.
This report includes all of the funds of 1M District. In accordance with GAAP, the basic financial
statements are required to include the District (the primary government) and any separate component
units that have a significant operational or financial relationship with the District. The reporting entity for
the District may consist of a primary government, organizations for which the primary government is
financially accountable, and other organizations for which the nature and significance of their relationship
with the primary government are as such that their exclusion would cause the reporting enUty's financial
statements to be misleading or Incomplete.
A legally separate organization should be reported as a component unit if the elected officials of the
primary government are financially accountable to the organization. The primary government is financial
accountable if it appoints a voting majority of the organization's governing body and (1) it is able to
impose its will on that organization or (2) there is a potential for the organization to provide specific
financial benefits to or burdens on the primary government. The primary government may be financially
accountable if an organization is fiscally dependent on the primary government. A legally separate, tax
exempt organization should be reported as a component unit of a reporting entity if all of the following
criteria are met (1) the economic resources received or held by the separate organization are entirely or
almost entirely for the direct benefit of the primary government, its component units, or its constituents; (2)
the primary government is entitled to, or has the ability to otherwise access a majority of the economic
resources received or held by the separate organization; (3) the economic resources received or held by
an individual organization that the specific primary government, or its component units, is entitled to, or
has the ability to otherwise access, are significant to that primary government. Blended component units,
although legally separate entities, are, in substance, part of the government's operations and are reported
with similar funds of the primary government. Discretely presented component units would be reported in
a separate column in the District-wide financial statements to emphasize that it is legally separate from
the District. The District has not identified any component units that are required to be included in the
basic financial statements in accordance with standards established by GASB Statement Nos. 14 and 39.
17
June 30, 2012
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2.
District-Wide and Fund Financial Statements
The district-wide financial statements (i.e., the statement of net assets and the statement of activities)
report infonmation on all of the nonfiduciary activities of the District. For the most part, the effect of
interfund activity has been removed from these statements. Governmental activities, which are primarily
supported by taxes and intergovernmental revenues, are reported separately from business-type
activities, which rely to a significant extent on fees and charges for services. The District has no
business-type activities.
The statement of activities demonstrates the degree to which the direct expenses of a given function are
offset by program revenues. Direct expenses are those that are clearly Identifiable with a specific
function or segment. Program revenues include 1) charges to customers or applicants who purchase,
use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2)
grants and contributions that are restricted to meeting the operational or capital requirements of a
particular function. Taxes and other items not properly included among program revenues are reported
instead as general revenues.
·
Separate financial statements are provided for governmental funds and fiduciary funds, even though the
latter are e~cluded from the district-wide financial statements. Governmental funds include general,
special revenue, debt service and capital projects funds. The District does not have any proprietary
funds. Major individual governmental funds are reported as separate columns in the fund financial
statements.
The District reports the following major governmental funds:
GENERAL FUND
This is the District's primary operating fund. It accounts for all financial resources of the general
government, except those required to be accounted for in another fund.
Additionally, the government reports the following fund types:
The private-purpose trust fund is used to account for resources legally held in trust for scholarships,
awards and other purposes. Earnings and. donations are used to provide scholarships.
The employee benefit trust fund Is used to account for resources legally held in trust for employee postemployment benefits.
The District accounts for assets held as an agent for various student and parent organizations in an
agency fund.
June 30, 2012
NOTE A • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
3.
Measurement Focus, Basis of Accounting, and Financial Statement Presentation
The district-wide financial statements are reported using the economic resources measurement focus and
the accrual basis of accounting, as are the fiduciary fund financial statements. 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 revenues as soon as all eligibility requirements imposed by the provider
have been met.
June 30, 2012
NOTE A· SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
4. Assets. Liabilities and Net Assets or Equity
a.
Cash and Investments
Cash and investments are combined in the financial statements. Cash deposits consist of demand
and time deposits with financial institutions and are carried at cost. Investments are stated at fair
value. Fair value is the amount at which a financial instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
Property taxes are recognized as revenue in the fiscal year for which taxes have been levied. Tuition,
grants, fees and interest associated with the current fiscal period are all considered to be susceptible to
accrual and have been recognized as revenue of the current fiscal period. All other revenue items are
considered to be measurable and available only when the cash is received by the District.
b.
Accounts Receivable
Accounts receivable are recorded at gross amount with uncollectible amounts recognized under the
direct write-off method. No allowance for uncollectible accounts has been provided since it is
believed that the amount of such allowance would not be material to the basic financial statements.
As a general rule the effect of interfund activity has been eliminated from the district-wide financial
statements.
c.
lnterfund Receivables and Payables
During the course of operations, numerous transactions occur between individual funds for goods
provided or services rendered. These receivables and payables are classified as "du.e from other
funds' and "due to other funds" in the fund financial statements.
d.
Prepaid items
Payments made to vendors that will benefit periods beyond the end of the current fiscal year are
recorded as prepaid items.
Amounts 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.
When both restricted and unrestricted resources are available for use, it is the District's policy to use
restricted resources first, then unrestricted resources, as they are nee:ded.
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
District 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 duec
Prepaid items of governmental funds in-the fund financial statements are offset by nonspendable fund
balance to indicate that they do not represent spendable available financial resources.
e.
Capital Assets .
Capital assets, which include property, plant, and equipment, are reported in the governmental
activities column in the district-wide financial statements. Capital assets are defined by the District as
assets with an initial, individual cost of $.1 ,000 or higher. Such assets are recorded at historical cost
or _estimated historical cost if purchased or constructed. Donated capital assets are recorded at
estimated fair market value at the date of donation. Salvage value Is 10% of the asset's original cost.
The cost of normal maintenance and repairs that do not add to the value of the asset or materially
extend asset Jives are not capitalized.
Capital assets of the District are depreciated using the
estimated useful lives:
straight~ine
Years
Assets
Site improvements
Buildings
Building mechanicals and roofs
Vehicles
19
20
20
50
20-30
5-20
8
method over the following
.June 30, 2012
NOTE A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f.
June 30, 2012
NOTE A • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comoensated Absences
The District grants permanent school year employees ten sick days per year and full year employees
are granted twelve sick days per year. The Superintendent Is allowed to accumulated one hundred
thirty five days of unused sick leave, teachers and administrators are allowed to accumulate one
hundred ten days, custodians can accumulate one hundred days, and paraprofessionals, secretaries,
technicians and food service employees can accumulate ninety days of unused sick leave. The
Superintendent receives per diem pay at the end of each school year for unused sick days beyond
one hundred thirty-five. Upon retirement, teacher's unused sick time is converted at the rate of $100
per day to banked dollars to be used solely to payfor dental insurance premiums b7yond retirement.
Benefits that require payment in future fiscal years though related to currently rece1ved serv1ces are
recorded as expenditures in the period or periods in which they were paid rather than in the period in
which they are incurred. The value of vested benefits payable in future fiscal periods are recorded in
the district-wide statements.
Fund Equity (continued)
g.
Deferred Revenue
Governmental funds report deferred revenue in connection with receivables ·for revenues that are not
considered to be available to liquidate liabilities of the current period or for resources that have been
received, but not yet earned. Governmental funds also defer revenue recognition in connection with
resources that have been received, but not yet earned.
The District has not adopted a fund balance spend down policy regarding the order in which fund
balance will be utilized. When a policy does not specify the spend down policy, GASB Statement
No. 54 indicates that restricted funds would be spent first, followed by committed funds, and then ·
assigned funds. Unassigned funds would be spent last.
h.
Lono-term Obligations
.
In the district-wide financial statements long-term debt and other long-term obligations are reported
as liabilities in the governmental activities. Bond premiums and discounts, as well as issuance costs,
are deferred and amortized over the life of the bonds. Bonds paysble are reported net of the
applicable bond premium or discount. Bond issuance costs are reported as deferred charges and
amortized over the term of the related debt.
Committed fund balance - Amounts that are constrained for specific purposes by action of the
Board of Education. These constraints can only be removed or changed by the Board of
Education using the same action that was used to create them.
Assigned fund balance - Amounts that are constrained for specific purposes by action of District
management. The fund balance policy has not addressed the authority of which district
personnel have the ability to assign fund balance. Residual amounts In any governmental fund,
other than the General Fund, are also reported as assigned.
Unassigned fund balance • Amounts that are available for any purpose.
amounts are only reported in the General Fund.
DISTRICT-WIDE STATEMENTS
Equity is classified as net assets and displayed In three components:
Invested in capital assets, net of related debt • Amount of capital assets, net of accumulated
depreciation, less outstanding balances of any bonds, mortgages, notes, or other borrowings that
are attributable to the acquisition, construction, or improvement of those assets.
In the fund financial statements, governmental fund types recognize bond premiums and discounts,
as well as bond Issuance costs, during the current period. The face amount of debt issued is
reported as other financing sources. Premiums received on debt issuances are reported as other
financing sources while discounts on debt issuances are reported as other financing uses. Issuance
costs, whether or not withheld from the actual debt proceeds receiVed, are reported as debt serv1ce
expenditures.
Fund Equity
Restricted net assets - Amount of net assets that are subject to restrictions that are imposed by
1) external groups, such as creditors, grantors, contributors or laws or regulations of other
governments or 2) law through constitutional provisions or enabling legislation.
Unrestricted net assets - Net assets that are neither classified as restricted nor as invested in
capital assets, net of related debt.
5.
Use of Estimates
The preparation of all financial statements In conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ from
those estimates.
6.
Summarized Comparative Information
The basic financial statements include certain prior-year summarized comparative information in total but
not at the level of detail required for a presentation in conformity with generally accepted accounting
principles. Accordingly, such information should be read in conjunction with the government's financial
statements for the year ended June 30, 2011, from which the summarized .information was derived.
GOVERNMENTAL FUND FINANCIAL STATEMENTS
For the year ended June 30, 2011, the District implemented GASB Statement No. 54 Fund Balance
Reporting and Governmental Fund Type Delinffions. The Statement provides more clearly defin.ed fund
balance classmcations that comprise a hierarchy based primarily on the extent to wh1ch the D1stnct IS
bound to honor constraints on the specific purposes for which fund balance amounts can be·spent.
The following classifications describe the relative strength of the spending constraints placed on the
purposes for. which resources can be used:
Nonspendable fund balance- Amounts that are not in spendable form (such as inventory, prepaid
items, or long-term receivables) or are legally or contractually required to remain intact.
Restricted fund balance - Amount that are constrained for specific purposes by external parties
(such as grantor or bondholders), through constitutional provisions, or by enabling legislation.
21
Positive unassigned
22
.June 30, 2012
June 30, 2012
NOTE B- STEWARDSHIP AND COMPLIANCE
1.
NOTE C- DETAILED NOTES ON ALL FUNDS
Budgets and Budgetary Accounting
Operating budgets are adopted each fiscal year for all funds in accordance with Section 65.90 of the
Wisconsin Statutes using the budgetary accounting procedures prescribed by the Wisconsin Department
of Public Instruction. The legally adopted budget and budgetary expenditure control is exercised at the
one digit function level for the general fund and at the fund level for all other funds. Reported budget
amounts are as originally adopted or as amended by Board of Education resolution.
The District follows these procedures in establishing the budgetary data reflected in the basic financial
statements:
Based upon requests from District staff, District administration recommends budget proposals to the
·
Board of Education.
The Board of Education prepares a proposed budget including proposed expenditures and the means
of financing them for the July 1 through June 30 fiscal year.
A public notice is published containing a summary of the budget and identifying the time and place
where a public hearing will be held on the proposed budget.
Pursuant to the public budget hearing, the Board of Education may make alterations to the proposed
budget.
Once the Board of Education (following the public hearing) adopts the budget, no changes may be
made in the amount of tax to be levied or in the amount of the various appropriations and the
purposes of such appropriations unless authorized by a 2/3 vote of the entire Board of Education.
Appropriations lapse at year end unless authorized as a carryover by the Board of Education. The
portion of fund balance representing carryover appropriations is reported as committed or assigned
fund balance in the fund financial statements.
Cash and Investments
The district maintains various cash and investment accounts, including pooled funds that are available for
use by all funds. Each fund's portion of these accounts is displayed in the financial statements as "Cash
arid Investments. The debt service and capital project funds account for their transactions through
separate and distinct bank and investment accounts as 'required by State Statutes. In addition, the
agency fund uses separate and distinct accounts. All other funds share in common bank and investment
accounts.
Invested cash consists of deposits and Investments that are restricted by Wisconsin Statutes to the
following:
Time deposits; repurchase agreements; securities issued by federal, state and local governmental
entities; statutorily authorized commercial paper and corporate securities; and the Wisconsin local
government investment pool. Investments in the private-purpose trust fund and employee benefit
trust fund may be invested in other types of investments as authorized under Wisconsin Statute
881.01, "Uniform Prudentlnvestor Acr.
The District's investment policy lists similar investments as in Wisconsin Statutes. The investment policy
does not address custodial credit risk, credit risk, concentration of credit risk, and interest rate risk.
The carrying amount of the District's cash and investments totaled $2,617,178 on June 30, 2012 as
summarized below:
Reconciliation to the basic financial statements:
The DPI requires the District to separate special education revenues and expenditures from other
general fund amounts.
Basic financial statements
Fiduciary funds
Private-purpose trust fund
Employee benefit trust fund
Agency fund
Excess of Exoenditures Over Appropriations
For the year ended June 30, 2012, expenditures exceeded appropriations in the following funds:
Function
Fund
General Fund
Support Services
Special Education Fund
Support Services
23
I
Excess
Expenditures
I
$
Petty cash funds
Deposits with financial institutions
Certificates of deposit
Investments:
Money market funds
Purchases are encumbered at the time requisitions are approved
The District did not have any material violation of legal or contractual provisions for the fiscal year ended
June 30, 2012.
2.
1.
5,350
2,386,685
15,055
$
210 088
2.617.178
$
2,218,942
$
10,536
299,491
88,209
2 617 178
Deposits and investments of the District are subject to various risks. Presented below is a discussion of
the specific risks.
159,986
8,571
72,987
24
't
June 30, 2012
NOTE C- DETAILED NOTES ON ALL FUNDS (Continued)
Custodial Credit Risk
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial
institution, a government will not be able to recover its deposits or will not be able to recover collateral
securities that are in the possession of an outside party. The custodial credit risk for investments is the
risk tha~ in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, a government
will not be able to recover the value of its investment or collateral securities that are in the possession of
another party. Wisconsin statutes require repurchase agreements to be fully collateralized by bonds or
securities issued or guaranteed by the federal government or Its Instrumentalities. The District does not
have an additional custodial credit risk policy.
Deposits with financial institutions within the State of Wisconsin are insured by the Federal Deposit
Insurance Corporation (FDIC) in the amount of $250,000 for time and savings deposits and $250,000 for
demand deposits per official custodian per insured depository institution. Deposits with financial
institutions located outside the State of Wisconsin are Insured by the FDIC In the amount of $250,000 per
official custodian per depository institution. In addition, the District's non-interest bearing transaction
accounts are fully insured through December 31, 2012. Also, the State of Wisconsin has a State
Guarantee Fund which provides a maximum of $400,000 per public depository above the amount
provided by an agency of the U.S. Government. However, due to the relatively small size of the State
Guarantee in relation to the Fund's total coverage, total recovery of insured losses may not be available.
As of June 30, 2012, $2,643,303 of the District's deposits and certificates of deposit with financial
institutions were in excess of federal depository Insurance limits. However, $2,343,212 of the excess
deposits were collateralized with securities held by an independent third party.
Credit Risk
The money market funds of $210,088 are not rated as to credit risk by national rating organizations. The
maturity of the money market funds is less than twelve months.
June 30, 2012
NOTE C- DETAILED NOTES ON ALL FUNDS (Continued)
3.
Capital Assets
Capital asset activity for the year ended June 30, 2012 was as follows:
Governmental activities:
Capital assets, not being depreciated:
Land
Capital assets, being depreciated:
Site improvements
Buildings
Machine!)' and equipment
Subtotals
Less accumulated depreciation for:
Site improvements
Buildings
Subtotals
Total capital assets, being depreciated, net
Govern menial activities capital assets, net
351,129
$
351,129
1,859,470
23,550,528
4,187,793
29,597,791
138,140
252,266
390,406
25,763
112,634
138,397
1,859,470
23,662,905
4,327,425
29,849,800
644,199
11,923,182
2,386,505
14,953,886
58,358
506,530
318,652
883,540
19,463
87,506
106,969
702,557
12,410,249
2,617,651
15,730,457
14,643,905
(493,134)
31,428
14,119,343
14,995,034
(493,134) $
31.428
14,470,472
Less related long-term debt outstanding
2.
Property Taxes
The aggregate District tax levy is apportioned and certified in November of the current fiscal year for
collection to comprising municipalities based on the immediate past October 1 full or "equalized" taxable
property values. As permitted by a collecting municipality's ordinance, taxes must be paid in full or in two
or more Installments with the first installment payable the subsequent January 31 and a final payment no
later than the following July 31. On or before January 15, and by the 2oth of each subsequent month
thereafter, the District is paid by the collecting municipalities its proportionate share of tax collections
received through the last day of the preceding month. On or before August 20, the county treasurer
makes full settlement to the District for any remaining balance.
invested in capital assets, net of related debt
14.470 472
The District's capital assets are shared by many governmental functions.
considered practical to allocate depreciation expense.
Property taxes are recognized as revenue in the fiscal year levied as they are considered due as of
January 1, the date from which interest and penalties accrue for non-payment of a scheduled installment,
and full receipt of the entire levy is assured within sixty days of fiscal year end, meeting the availability
criteria necessary for property tax revenue recognition by accounting principles generally accepted in the
United States of America.
25
26
Accordingly, it was not
,
.June 30, 2012
·June 30, 2012
NOTE C ·DETAILED NOTES ON ALL FUNDS (Continued)
4.
NOTE C. DETAILED NOTES ON ALL FUNDS (Continued)
lnterfund Transfers
lnterfund transfers for the year ended June 30, 2012 were as follows:
7.
Long-term Obligations
The following is a summary of changes in long-term obligations of the District for the year ended June 30,
2012:
Total
Transfers from:
$
General fund
Other Package and
Cooperative Program Fund
Total
$
$
622
622
~
224,799
224,799
$
$
Governmental activities:
2,500
227,299
2,500
622
227,921
$
Taxable refunding bonds
Notes
Total General Obligation Debt
Other postwemployment benefits
Transfers are used to: 1) move unrestricted revenues collected in the general fund to finance various
programs accounted for in other funds In accordance with budgetary authorizations; and 2) move
revenues from the fund that Is required to collect them to the fund that is required or allowed to expend
them.
5.
Accrued vacation
Accumulated sick leave
2.455,000
465,000
2,920,000
125,000
465,000
590,000
2,330,000
135,000
2,330,000
135,000
1,013,496
137,144
886,945
2,015,919
132,062
1,628,191
137,144
18,112
1,401,224
132,062
868,833
4,957,585
2;147,981
2,373.447
4,732,119
Governmental activities
Long-term obligations
Line of Credit
The following is a summary of the line of credit activity of the District for the year ended June 30, 2012:
135,000
Total interest paid during the year on long-term debt totaled $119,347.
General obligation debt currently outstanding is detailed as follows:
Revolving Line of Credit 2.49%
$
$ 2,765,000
2,765,000
Taxable Refunding Bonds
$2,590,000 issued 6/19/09; $135,000 to $1,365,000 due annually through
2019; interest 3% to 4.5%
$
Total interest paid during the year on short-term debt totaled $2,506.
6.
Deferred Revenue/Unearned Revenue
Governmental funds report deferred revenue in connection with receivables for revenues that are not
considered to be available to liquidate liabilities of the current period or for resources that have been
received, but not yet earned. Governmental funds also defer revenue recognition in connection with
resources that have been received, but not yet earned. At June 30, 2012, the various components of
deferred and unearned revenue reported in the financial statements were as follows:
I
Grant draw downs prior to meeting all eligibility requirements
Unavailable
$
I
Unearned
$
36952
$ 2,330,000
·Annual principal and Interest maturities of the outstanding general obligation debt of $2,330,000
on June 30, 2012 are detailed below:
Year Ended
June 30
I
2013
2014
2015
2016
2017
2018-2019
Princi al
$
$
Interest
135,000
145,000
155,000
165,000
175,000
1,555,000
2,330,000
$
$
98,615
94,565
89,635
83,823
77,222
131,210
575,070
$
~
Total
233,615
239,565
244,635
248,823
252,222
1,686,210
2,905,070
For the governmental activities, the other long-term liabilities are generally liquidated by the general fund.
27
28
,June 30, 2012
June 30, 2012
NOTE C ·DETAILED NOTES ON ALL FUNDS (Continued)
NOTE D ·OTHER INFORMATION
Leoal Margin for New Debt
The District's legal margin for creation of additional general obligation debt on June 30, 2012 was as
follows:
Equalized valuation of the District
Statutory limitation percentage
General obligation debt limitation, per Section 67.03 of the
$ 1,512,969,209
(x)10%
Wisconsin Statutes
Total outstanding general obligation debt applicable to debt limitation
Legal Margin for New Debt
$
151 ,296,921
2,330 000
148,966,921
Accumulated Sick Leave
The District has a policy that provides for unused sick leave to be converted into cash at retirement and
used for dental Insurance. Expenditures for these benefits are recognized as incurred In the district-wide
financial statements and as paid in the fund financial statements. At June 30, 2012, an estimated liability
of $868,833 had been recorded In the district-wide financial statements as a result of this benefit.
8.
Fund Equity
In the fund financial statements, portions of governmental fund balances have been assigned to represent
tentative management plans that are subject to change. At June 30, 2012, fund balance assigned was as
follows:
Special Revenue Funds
Assigned for:
Trust fund expenditures
$
191160
The Board of Education has adopted a policy that fund balance in the amount of 12.5% of general fund
expenditures be maintained for cash fiow and working capital purposes. The minimum fund balance
amount is calculated as follows:
Actual2011-2012 General Fund Expenditures
Minimum Fund Balance %
Minimum Fund Balance Amount
$
$
29,275,292
12.5%
3,659 412
The District's unassigned general fund balance of $5,171,337 is above the minimum fund balance
amount.
29
1. Retirement Commitments
All eligible District employees participate in the Wisconsin Retirement System (WRS), a cost-sharing
multiple-employer, defined benefi~ public employee retirement system. All permanent employees hired
before July 1, 2011 and expected to work over 600 hours a year (440 hours for teachers and school
district educational support personnel) or hired on or after July 1, 2011 and expected to work over 1200
hours a year (880 hours for teachers and educational support employees) are eligible to participate in the
WRS. Covered employees in the GeneralfTeacher category are required by statute to contribute 5.9% of
their salary to the plan. The District no longer pays the employee contribution for teachers and
administrators for 2011-12, and will no longer make contributions for paraprofessionals and secretaries in
2012-2013, and custodians in 2014-15. Employers are required to contribute an actuarially determined
amount necessary to fund the remaining projected cost of future benefits.
The payroll for District employees covered by the WRS for the year ended June 30, 2012 was
$16,176,275; the employer's total payroll was $16,737,843. The total required contribution for the year
ended June 30, 2012 was $1,895,329, which consisted of $1,110,740, or 6.9% of covered. payroll from
the employer and $784,589, or 4.9% of covered payroll from employees. Total contribution for the years
ended June 30, 2011 and 2010 were $1,899,433 and $1,790,066, respectively, equal to the required
contributions for each year.
Employees who retire at or after age 65 (62 for elected officials and 54 for protective occupation
employees with less than 25 years of service, 53 for protective occupation employees with more than 25
years of service) are entitled to receive a retirement benefil Employees may retire at age 55 (50 for
protective occupation employees) and receive actuarially reduced benefits. The factors Influencing the
benefit are: (1) final average earnings, (2) years of creditable service, and (3) a fonmula factor. Final
average earnings are the average of the employee's three highest year's earnings. Employees
terminating covered employment and submitting application before becoming eligible for a retirement
benefit may withdraw their contributions and, by doing so, forfeit all rights to any subsequent benefit. For
employees beginning participation on or after January 1, 1990 and no longer actively employed on or
after April 24, 1998, creditable service in each of five years is required for eligibility for a retirement
annuity. Participants employed prior to 1990 or after Apri1.24, 1998 are immediately vested.
The WRS also provides death and disability benefits for employees. Eligibility and the amount of all
benefits is determined under Chapter 40 of Wisconsin Statutes. The WRS issues an annual financial
report which may be obtained by writing to the Department of Employee Trust Funds, P.O. Box 7931,
Madison, Wisconsin 53707-7931.
·
30
June 30, 2012
June 30, 2012
NOTED· OTHER INFORMATION (Continued)
2.
NOTE D ·OTHER INFORMATION (Continued)
Other Postemployment Benefits
The District has established the Port Washington-Saukville School District Trust Fund for PostEmployment Benefits (the Plan) which provides eligible employees and former employees of the District
(the "Participants") health and dental benefits. The Plan is reported as a fiduciary fund of the District and
the significant accounting policies of the Plan are consistent with the District's significant accounting
policies discussed in Note A. The Plan financial statements are prepared on the accrual basis of
accounting.
a.
Plan Descriptions and Contribution Information
Active employees and retirees of the Plan at July 1, 2009, the date of the latest actuarial valuation:
190
16
11
49
19
3
9
297
Teachers
Food Service
Administrators
Ed. Support Prof. (Full Time)
Local108
~uperviors
Admin and Student Support Staff
Total
83
4
5
3
1
2
98
273
20
16
52
20
5
9
395
Plan Description - The Plan is a single-employer defined benefit postemployment health and dental
plan that covers retired employees of the District. Eligible retired employees have access to group
medical coverage through the District's self-insured group plans.
The retired employees have the option of receiving a cash benefit in lieu of insurance coverage in the
amount of the cash benefits equal to the single premium at the time of retirement. All employees of
the District are eligible for the Plan if they meet the following age and service requirements:
Administrators
Supervisors
Teachers
Food Service
Admin and Student Support Staff
Ed. Support Prof
Loca\108
Age 57
Age 57
Age 57
Age 57
Age 57
Age 55
Age 55
and
and
and
and
and
and
and
10 years of service
10 years of service
20 years of service
15 years of service
15 years of service
15 - 20 years of service
15 - 20 years of service
Contributions - Certain retired plan members and beneficiaries currently receiving benefits are
required to contribute specified amounts monthly toward the cost of health insurance premiums
based on the employee group and their retirement date.
b.
Annual OPES Cost and Net OPEB Obligation
The District's annual other post-employment benefit (OPES) cost (expense) is calculated based on
· the annual required contribution (ARC), and the 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 over a period not to exceed thirty years. The following table shows the components of the
District's annual OPES cost for the year, the amount actually contributed to the plan, and changes in
the District's net OPEB obligation.
I
$
$
Amount
1,970,687
45,232
I
2,015,919
1,628,191
387,728
1.013,496
1401 224
The actuarial methods and assumptions used include techniques that are designed to reduce the
effect of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent
with a long-term perspective of the calculations. Additional information as of the latest actuarial
valuation follows:
Valuation date
Actuarial cost method
Amortization method
Remaining amortization period
Actuarial assumptions:
Discount rate
Projected salary increase
Medical care trend
Dental care trend
July 1, 2009
Projected Unit Credit
30 year open level percentage of projected payroll
30 years
5.50%
3.00%
9% decreasing by 1% per year down to 5%
Level at4%
Significant changes to retirement benefits effective July 1, 2012 allowed the District to postpone the
OPEB actuarial evaluation to July 1, 2013 as approved by the W1sconsm Department of Public
Instruction.
Trend Information - The District's annual OPEB cost, the percentage of the annual OPEB cost
contributed to the plan, and the net OPEB obligation is as follows:
Annual
Annual
Fiscal Year
Ended
613012010
6/3012011
613012012
31
I
Component
Annual required contribution
Interest on net OPEB
Adjustment to Annual required contribution
Annual OPEB cost (expense)
Contributions made
Change in net OPEB obligation
OPEB obligation • beginning of year
OPEB obligation ·end of year
OPEB
Cost
1,803,505
540,550
2,015,919
Required
Contribution
(ARC)
1,970,687
1,970,687
1,970,687
32
Percentage
of Annual
Percentage
OPES Cost
Contributed
of ARC
Contributed
91.52%
74.59%
80.77%
Net
OPES
Obliaation
91.52% $
511,014
74.84%
295,710
1,401,224
82.62%
.....·.. '·
:.•
Pore Washington, Wisconsin
June 30,2012
NOTED- OTHER INFORMATION (Continued)
c.
Funded Status and Funding Progress
The funded status of the plan as of the most recent actuarial valuation date is as follows:
UAAL
as a
Ach..ariat
Acc-ued
Valuation
Actuarial
Value
of Assets
Liability
(Ai>L)Entry Age
Date
_(a)
(b)
Actuarial
7/1/09
440
Unfunded
AAL
(UAAL)
(b- a)
$ 18,940,999 $18,940,559
Funded
Ratio
(a/ b.
Covered
Payroll
(c)
0.00% $ 15,889,966
Percentage
of Covered
Payroll
({b-a}/c)
119.2%
Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as
understood by the employer and p.an members) and include the t~pes of benefits provided at the time
of each valuation and the historica pattern of sharing of benefit ccsts between the employer and plan
members to that point. Actuarial valuations of an ongoing plan involve estimates of the value of
reported amounts and assumptiors about the probability of occurrence of events far into the future.
Examples include assumptions about future employment, morta6ty, and the healthcare cost trend.
Actuarially determined amounts are subject to continual revision as actual results are compared with
past expectations and new estimales are made about the future.
3.
4.
Risk Management
The District is exposed to various ris'<s of loss related to torts: theft of, damage to and destruction of
assets; errors and omissions; and natural disasters for which the government carries commercial
insurance. The District completes an annual review of its insurar.ce coverage to ensure adequate
coverage. No significant changes in insurance coverage occurred for any risk of loss in the past year and
settled claims have not exceeded commercial coverage in any of the past three years.
Contingencies
a. The District participates in a numter of federal and state assistec grant programs. These programs
are subject to program compliance audits by the grantors or their representatives. Accordingly, the
District's compliance with appiicab e grant requirements will be esrablished at some future date. The
amount, if any, of expenditures which may be disallowed by the granting agencies cannot be
determined at this time although the District expects such amounts, if any, to be immaterial.
b.
5.
From time to time, the District is party to other various pendi'lg claims and legal proceedings.
Although the outcome of such 'Tlatters cannot be forecast v.ith certainty, it is the opinion of
management and legal counsel that the likelihood is remote that any such claims or proceedings will
have a material adverse effect on the District's financial position or results of operations.
Limitation on School District Revenues
Wisconsin Statutes limit the amount of revenues a school district may derive from general school aids and
property taxes unless a higher amount is approved by a referendum.
This limitation does not apply to revenue needed for payment of any general obligation debt service
(including refinanced debt) authorized by either of the following:
a.
A resolution of the school board or by referendum prior to August 12, 1993.
b.
A referendum on or after August 12, 1993.
33
REQUIRED SUPPLEMENTAL INFORMATION
~-
-;;.
Schedule of Revenues, Expenditures and Changes in Fund Balance
Budget and Actual
General Fund ·Budgetary Basis
Schedule of Revenues, E.xpenditures and Changes in Fund Balance
Budget and Actual
Special Education Special Revenue Fund -Budgetary Basis
Budgeted Amounts
Original
Final
RevenueS
Property taxes
Other local sources
$ 13,542,369 $ 13,463,758
lnterdlstrict sources
State sources
Federal sources
Other sources
Tatal Revenues
Expenditures
Instruction
Regular instruction
Other instruction
Total instruction
Support Services
Pupil services
Instructional staff services
Actual
Amounts
Revenues
462,113
675,000
8,725
13,197,370
368,308
407,164
28,661,049
429,113
682,000
28,725
13,197,203
380,676
407,164
28,588,639
395,304
792,946
23,405
13,198,349
346,947
181,808
28,402,517
(33,809)
110,946
(5,320)
1,146
(33,729)
(225,356)
(186,122)
13,900,521
688,068
1,629,505
16,218,094
13,995,626
651,069
1,636,740
16,283,435
13,084,341
630,963
1,527.914
15,243218
911,285
20,106
108,826
1,040,217
704,207
913,292
430,856
1,590,021
521,197
2,872,386
869,365
588,021
183,171
8,672,516
758,834
896,530
465,498
1,584,283
521,197
2,851,121
869,365
633,715
136,301
172
8,717,016
753,303
983,763
422,603
1,562,330
499,642
2,895,077
836,790
720,496
202,493
505
8,877,002
5,531
(87,233)
42,895
21,953
21,555
(43,956)
32,575
(86,781)
(66,192)
(333)
(159,986)
12,179
539,625
25,442,414
10,823
586,641
25,597,915
2,869
595,212
24,718,301
7,954
(8,571)
879,614
3,218,635
2,990,724
3,684,216
693,492
Net Change in Fund Balance
3,193
422
98,387
102.002
Fund Balance -July 1
Other local sources
lnterdistrict sources
State sources
Federal sources
Total Revenues
$
$
5,000
70,000
15,000
1,100,470
679,698
1,870,168
675
100,759
37,906
1,019,199
731 914
1,890,453
(4,325)
30,759
22,906
(81,271)
52,216
20,285
3,437,920
3,345,884
3,223,924
121,960
486,938
292,503
261,100
427,025
292,503
241,100
20,017
1,060,558
20,017
980,645
493,638
303,198
239,542
2,415
14,839
1,053,632
(66,613)
(10,695)
1,558
(2,415)
5,178
(72,987)
336,139
304,626
336,139
4,834,617
304,626
4,631,155
277,770
1,665
279,435
4,556,991
26,856
(1,665)
25,191
74,164
(2,760,987)
(2, 760,987)
(2,666,538)
94,449
2,760.987
2,760,987
2,666,538
(94,449)
5,000
70,000
14,000
1,195,000
789,630
2,073,630
Expenditures
General administration
School building administration
Business administration
Pupil transportation
Central setvices
Insurance
Debt Service
Nonwprogram Transactions
Total Expenditures
Excess of Revenues Over Expenditures
Transfers in
Transfers out
(3,219,935)
(3,218,635)
1,300
200
(2,992,224)
(2,990, 724)
4,493
622
[2,893,837)
(2,888,722)
4,376,138
4,376,138
4,376,138
4 376,138
5.171.632
1,300
795.494
Fund Balance -July 1
Fund Balance· June 30
$ 13,463,758 $
Variance with
Final BudgetPositive
(Neaatlve)
$
4,376 138
34
$
Instruction
Special education instruction
Support Services
Pupil services
Instructional staff services
Central services
i:
General tuition payments
Adjustments and refunds
Total Non~program Transactions
Total Expenditures
Excess of Revenues Over (Under) Expenditures
Other Financing Sources
Transfers in
$
Fund Balance -June 30
795,494
795.494
35
$
$
i:
Schedule of Employer Contribulions
Other Post-Employment Benefit Plan
June 30, 2012
Percentage
Contributed
Employer
Contributions
2010
2011
2012
$
1,803,505
1,474,915
1,628,191
Schedule of Funding Progress
Other Post-Employment Benefit Plan
June 30, 2012
$
1,970,687
1,970,687
1,970,687
91.52%
74.84%
82.62%
Actuarial
Valuation
Date
JulY 1
2007
2009
(2)
Actuarial
Accrued
Liability
(AAL) Entry
Aqe Normal
(1)
Actuarial
Value of
Assets
$
$
440
14,418,765
18,940,999
(4)
Unfunded
Actuarial
Accrued
Liability
(UAAL)
i2l-<1i
(3)
Funded
Ratio
(1)/(2)
0.00%
0.00%
$
14,418,765
18,940,55g
The notes to the required supplementary information is an Integral part of this
schedule.
The notes to the required supplementary Information is an integral part of this schedule.
36
37
(5)
Covered
Pavroll
$
15,012,346
15,88g,966
UAAL
as a
Percentage
of Covered
Payroll
(4)/(5)
96.05%
119.20%
Notes to Required Supplemental Information
.June 30, 2012
Notes to Required Supplemental Information
June 30, 2012
NOTE C ·EXCESS OF EXPENDITURES OVER APPROPRIATIONS
NOTE A· GOVERNMENTAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 45
The District implemented GASB Statement No. 45, "Accounting and Financial Reporting by Employers for
Postemployment Benefits Other Than Pensions" lor the fiscal year ended June 30, 2009. Information lor prior
years. is not available.
For the year ended June 30, 2012, expenditures exceed appropriations in the following funds:
Fund
NOTE B ·BUDGETARY INFORMATION
Budgetary information is derived from the annual operating budget and is presented using the same basis of
accounting for each fund as described in Note B of the notes to the financial statements; however, the District
adopts a budget lor the special education special revenue lund which is reported with the general lund in
accordance with generally accepted accounting principles. An explanation of the differences between
Revenues, Expenditures, and Other Financing Sources (Uses) for budgetary funds on budgetary lund basis
and a GAAP general lund basis is summarized below:
Revenues
Actual amounts (budgetary basis)
Reclassification of special education
Total Revenues
$ 28,402,517 $
1,890,453
30,292 970
1,890,453
(1,890.453)
Expenditures
Total Expenditures
24,718,301
4,556,991
29,275,292
4,556,991
(4,556,991)
3,684,216
(2,666,538)
1,017,678
(2,666,538)
2,666,538
(2,888,722)
2,666,538
(222,184)
2,666,538
(2,666,538)
795,494
Fund Balance- January 1
4,376,138
Fund Balance - December 31
$
38
Function
General Fund
Support Services
Special Education Fund
Support Services
5,171,632 $
39
I
$
Excess
Expenditures
159,986
8,571
72,987
I
Combining Balance Sheet
Nonmajor Governmental Funds
June 30, 2012
40
Combining Statement of Revenues, Expenditures and Changes in Fund Balances
Nonmajor Governmental Funds
Debt Service Funds
Referendum
Total Nonmajor
Debt Service
Fund
$
Governmental Funds
2012
2011
342,337 $
8,314
170
43,510
~
170 $
394,161
$
Revenues
Property taxes
298,539
8,290
2
5,133
$
Other local sources
lnterdistrict sources
State sources
Federal sources
Other sources
Ta tal Revenues
311,964
$
$
322,900
593,790
50 969
373 869
9,474
327,792
191
931,247
236,840 $
56,888
4,000
22,400
293,728
26400
E~penditures
$
$
26,161
740
22,444
36,664
86,009
Instruction
Regular instruction
Other instruction
35,255
12,752
74,871
9,449
156 789
241,109
Total instruction
Support Services
48,007
Pupil services
lnstrucUonal staff services
87
5,327
3,252
1,877
41,428'
School building administration
170
170
170
74,169
42,653
191,160
308,152
170 $
394,161
Business administration
11,033
60,287
45,103
147,534
263,957
$
Food services
Central services
61,691
~
155,171
917,365
T atal Support Services
Debt Service
Principal of debt
9
51 980
917,365
3,741
296,830
917,365
77,039
13,882
211
155,382
61 691
IOterest and fiscal charges
311,964
Total Debt Service
Community Services
140,796
Total Expenditures
296,178
(2,450)
61,691
(35,291)
Transfers in
2,500
622
1878
Transfers out
Net Change in Fund Balances
Fund Balances- July 1
Fund Balances -June 30
41
$
77,039
13,882
(2,450)
(33,413)
114,121
60,287
45,103
33,413
191,160 $
74,169 $
42,653 $
42
Pupil Activity Fund
Schedule of Changes in Assets and Liabilities
June 30, 2012
TotarNonmajor
Governmental Funds
2011
2012
$
$
473,430
165
$
473,595
125,000
102,052
227,052
465,000
17,205
482,205
227,052
482,205
(227,052)
(8,610)
224,799
224,799
$
710,270
973,743
$
4,000
31,874
327,792
51,160
2,098,839
751,672
939,583
36,225
12,068
23,999
310,362
678
2,074,587
74,871
9,449
156,789
241,109
62,621
5,685
155,271
223,577
61,778
5,327
3,252
157,048
41,428
917,365
220
1,186,418
396
31,671
8,661
1,097
172,694
31,500
912,091
205
1,158,315
590,000
119,257
709,257
140,796
3,741
2,281,321
565,000
137,595
702,595
163,964
65
2,248,516
(182,482)
(173,929)
227,299
622
226,677
221,940
(8,610)
44,195
48,011
2,253
8,780
263,957
215,946
308,152
263 957
170
$
LIABILITIES
Due to student organizations
High school
Middle school
TOTAL LIABILITIES
$
78,660
$
154,475
5
144,926
~
88,209
$
75,018
3,642
$
135,814
18,661
$
129,051
15,875
$
81,781
6,428
$
78;660
$
154,475
$
144,926
$
88,209
221,940
(2,253)
$
ASSETS
Cash
43
44
CPAs A Nil SO MUCH MORI'i.
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE
AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS
PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
We have audited the basic financial statements of the governmental activities, each major fund, and the aggregate
remaining fund information of the Port Washington-Saukville School District ("the Districn, Wisconsin, as of and for
the year ended June 30, 2012, which collectively comprise the District's basic financial statements and have
issued our report thereon dated October 25, 2012. We conducted our audit In accordance with auditing standards
generally accepted in the United States of America and the standards applicable to financial audits contained In
Government Auditing Standards, issued by the Comptroller General of the United States.
ADDITIONAL INDEPENDENT AUDITORS' REPORT
FOR BASIC FINANCIAL STATEMENTS
Internal Control Over Financial Reporting
Management of the School District of Port Washington-saukville Is responsible for establishing and maintaining
effective internal control over financial reporting. In planning and performing our audit, we considered the
District's internal control over financial reporting as a basis for designing· our auditing procedures for the purpose
of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion of the
effectiveness of the Districfs internal control.over financial reporting. Accordingly, we do not express an opinion
on the effectiveness of the District's internal control over financial reporting.
A deficiency in internal control exists when the design or operation of a control does not allow management or
employees, in the normal course of performing their assigned functions, to prevent, or ·detect and correct
misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, In Internal
control such that there Is a reasonable possibility that a material misstatement of the entity's financial statements
will not be prevented, or detected and corrected on a timely basis.
Our consideration of the internal control over financial reporting was for the limited purpose described In the first
paragraph of this section and was not designed to identify all deficiencies in internal control over financial
reporting that might be deficiencies, significant deficiencies or material weaknesses. We did not identify any
deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined
above. However, we identified a certain deficiency
accompanying schedule of findings and questioned
deficiency in internal control over financial reporting.
deficiencies, in internal control that is less severe
attention by those charged with governance.
In internal control over financial reporting, described In the
costs as item 2012-01 that we consider to be a significant
A significant deficiency is a deficiency, or a combination of
than a material weakness, yet Important enough to merit
·
Compliance and Other Matters
As part of obtaining reasonable assurance about whether the District's basic financial statements are free of
material misstatement, we performed tests of its compliance with certain provisions of Jaws, regulations, contracts
and grant agreements, noncompliance with which could have a direct and material effect on the determination of
basic financial statement amounts. However, providing an opinion on compliance with those provisions was not
an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed
no instances of noncompliance or other matters that are required to be reported under Government Auditing
Standards.
45
Appleton .. Fond du Lac . Green Bay . Manitowoc . Milwaukee • Oshkosh • Sheboygan • Stevens Point • Wausau
80()..236·2246 . schencksc.com
Schonckee
We noted certain matters that we reported to the District, in a separate letter dated October 25, 2012.
The District's response to the finding identified in our audit Is described in the accompanying schedule of prior
year audit findings and corrective action plan. We did not audit the District's response and, accordingly, we
·
express no opinion on II.
This report is intended solely for the information and use of the Board of Education, management and federal and
state awarding agencies, and is not intended to be and should not be used by anyone other than these specified
parties.
~-
October 25, 2012
FEDERAL AWARDS AND STATE FINANCIAL ASSISTANCE
46
CPA!>
,um SO
Our consideration of the internal control over compliance was for the limited purpose described in the preceding
paragraph and was not designed to identify all deficiencies In Internal control over compliance that might be
significant deficiencies or material weaknesses and therefore, there can be no assurance that all deficiencies
significant deficiencies, or material. weaknesses have been identified. However, as discussed below, we Identified
certain deficiencies in internal control over compliance that we consider to be significant deficiencies.
l'>mC'l-t MORE.
A deficiency in internal control over compliance exists when the design or operation of a control over compliance
does not allow management or employees, in the normal course of performing their assigned functions, to
prevent, or detect and corre~t, noncomplia~c~ with a type of compliance requirement of a federal or state program
on a t1mely bas1s. A matenal weakness m mternal control over compliance is a deficiency, or combination of
deficiencies in internal control over compliance, such that there is a reasonable possibility that material
noncompliance with a type of compliance requirement of a federal or state program will not be prevented, or
detected and corrected on a timely basis. We did not identify any deficiencies in internal control over compliance
that we consider to be material weaknesses.
REPORT ON COMPLIANCE WITH REQUIREMENTS THAT COULD HAVE A DIRECT
AND MATERIAL EFFECT ON EACH MAJOR FEDERAL AND STATE PROGRAM
AND ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE
WITH OMB CIRCULAR A·133 AND THE STATE SINGLE AUDIT GUIDELINES
A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in
internal control over compliance with a type of compliance requirement of a federal or state program that is less
severe than a material weakness in internal control over compliance, yet important enough to merit attention by
those charged w1th governance. We consider the deficiencies in internal control over compliance described in the
accompanying schedule of findings and questioned costs as item 2012-02 to be significant deficiency.
Compliance
We have audited Port Washington-Saukville School District's ("the District") compliance with the types of
compliance requirements described In the U. S. Office of Management and Budget (OMB) Circular A-133
Compliance Supplement and the State Single Audit Guidelines issued by the Wisconsin Department of
Administration that could have a direct and material effect on each of its major federal and state programs for the
year ended June 30, 2012. Port Washington-Saukville School District's major federal and state programs are
identified In the accompanying schedule of findings and questioned costs. Compliance with the requirements of
laws, regulations, contracts and grants applicable to each of its major federal and state programs is the
responsibility of the District's management. Our responsibility is to express an opinion on the District's
compliance based on our audit.
The District's response to the finding identified in our audit is described In the accompanying schedule of prior
year audit fin~ings and corrective action plan. We did not audit the District's response and, accordingly, we
express no opiniOn on 1!.
This report is intended solely for the information and use of, management, the Board of Education others within
the District, and federal and state awarding agencies and pass-through entities and Is not intended to be and
should not be used by anyone other than these specified parties.
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United
States of America; the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States; OMB Circular A-133, Audits of States, Local
Governments, end Non-Profit Organizations, and the Stele Single Audit Guidelines issued by the Wisconsin
Department of Administration. Those standards, OMB Circular A-133 and the State Single Audit Guidelines
require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the
types of compliance requirements referred to above that could have a direct and material effect on a major federal
or state program occurred. An audit includes examining, on a test basis, evidence about the District's,
compliance with those requirements and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide
a legal determination on the District's compliance with those requirements.
October 25, 2012
In our opinion, Port Washington-Saukville School District complied, in all material respects, with the requirements
referred to above that could have a direct and material effect on each of its major federal and state programs for
the year ended June 30, 2012.
Internal Control Over Compliance
Management of the District is responsible for establishing and maintaining effective internal control over
compliance with the requirements of laws, regulations, contracts, and grants applicable to federal and state
programs. In planning and performing our audit, we considered the District's internal control over compliance with
the requirements that could have a direct and material effect on a .major federal and state program to determine
our auditing procedures for the purpose of expressing our opinion on compliance and to test and report on
internal control over compliance In accordance with OMB Circular A-133 and the State Single Audit Guidelines,
but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance.
Accordingly, we do not express an opinion on the effectiveness of the District's internal control over compliance.
47
Appleton
Fond du lac . Green Bay · Manitowoc . Milwaukee · Oshkosh . Sheboygan · Stevens Point · Wausau
48
800..236-2246 · schencksc.com
Schenok sc
Schedule of Expenditures of Federal Awards
Administering Agency
Award Description
U.S. DeQartment of Agriculture
Child Nutrition Cluster
Food Distribution
July 1, 2011- June 30, 2012
National School Lunch Program
July 1, 2011-June 30,2012
Subtotal - National School Lunch Program
School Milk Program
July 1, 2011- June 30, 2012
Total Child Nutrition Cluster and
U.S. Department of Agriculture
U.S. DeQartment of Education
Title I, Part A Cluster
Title 1Grants to Local Educational Agencies
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
Total Title I, Part A Cluster
Special Education Cluster (IDEA)
Special Education- Grants to States
IDEA Flow-Through
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
IDEA CEIS Entitlement
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
Total Special Education - Grants to States
ARRA -Special Education - Grants to States
Pass-through
AQencv
(Accrued
Receivable)
Deferred
Revenue
7/1/11
Federal
Catalog
Number
Cash
Received
Accrued
Receivable
(Deferred
Revenue)
6/30/12
Total
Revenues
Total
Expenditures
10.550
$
DPI
$
58,083
58,083
$
58,083
10.555
DPI
266,552 '
324,635
227,111
285,194
39,441
39,441
{123}
2,845
435
3,157
3,157
{123}
288,039
39,876
327,792
327,792
(28, 124)
28,124
136,161
164,285
83 069
83,069
219,230
219,230
219,230
219,230
124,919
313,279
106,278
419,557
419,557
(141,407)
16,488
44,479
499,165
14,610
120,888
59,089
478,646
59,089
478,646
(22,085)
23,082
997
997
266,552
324,635
10.556
DPl
84.010
DPl
DPl
{28,124)
84.027
DPl
DPI
(124,919)
DPI
DPI
(16,488)
84.391
July 1, 2011 -June 30, 2012
(Continued)
49
Schedule of Expenditures of Federal Awards (Continued)
Administering Agency
Award Description
Pass-through
Agency
U.S. Department of Education (Continued)
ARRA- Special Education - Preschool Grants
July 1, 2010 -June 30,2011
Special Education - Preschool Grants
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
Total Special Education Cluster
ARRA- Education Technology State Grants
July 1, 2010- June 30, 2011
Carl D. Perkins Grant
July 1, 2010 -June 30, 2011
July 1, 2011 -June 30, 2012
Title Ill A - English Language Acquisition
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
Improving Teacher Quality State Grants
July 1, 2010- June 30, 2011
July 1, 2011 -June 30, 2012
Education Jobs Fund
July 1, 2010- June 30, 2011
Total U.S. Department of Education
(Accrued
Receivable)
Deferred
Revenue
7/1/11
Federal
Catalog
Number
Accrued
Receivable
(Deferred
Revenue)
6/30/12
Cash
Received
Total
Revenues
Total
Expenditures
84.392
DPI
(1 ,650)
1,650
(2,478)
(167,620)
2,478
15,984
542,359
(750)
3,090
(19,764)
19,764
12,017
84.173
DPI
DPI
(288)
120,600
15,696
495,339
15,696
495,339
2,340
2,340
7,671
19,688
19,688
6,282
625
3,092
3,717
3,717
18,024
8,257
58,030
66,287
66,287
17,339
792,042
272,462
806,601
806,601
84.386
DPI
84.048
CESA#1
CESA#1
84.365
(6,282)
CESA#1
CESA#1
84.367
(18,024)
DPI
DPI
84.410
(17,339)
(257,903)
DPI
U.S. Department of Health and Human Services
Medicaid Cluster
Medical Assistance Program -School Based Services
July 1, 2011 -June 30, 2012
WDHS
TOTAL FEDERAL FINANCIAL ASSISTANCE
93.778
$
(36,490)
(294.516) $
Reconciliation to Basic Financial Statements
Federal sources
Passed through CESA #1
Total Federal Awards
319,711
t399,792
$
12,444
324;782
$
$
lli
Pass-Through Agencies
DPI: Wisconsin Department of Public Instruction
WDHS: Wisconsin Department of Health Services
See notes to the schedules of federal awards and state financial assistance.
50
295,665
1,430,058
1,406,653
23,405
1,430,058
$
295,665
1.430.058
Schedule of State Financial Assistance
For the Year Ended June 30,2012
Grantor Agency/State ProQram Title
Wisconsin DeQartment of Public Instruction
Special Education and School Age Parents
Internal District Programs
State Lunch
Common School Library
Pupil Transportation Aid
General Equalization Aid
Special Adjustment Aid
Mentoring for Initial Educators
Tuition Payments
Total Wisconsin Department of Public Instruction
Wisconsin DeQartment of Workforce DeveloQment
Youth Apprenticeship Grant
Pass-through Agency
State
I. D.
Number
Direct Awards
N/A
~231 ,589~
9,474
103,867
40,827
12,011,478
977,522
3,000
13,244
14,178,611
(5,010)
23,776
11,851
(243,440)
§ .(236,599} l 1 14,202,387. ~
06/30/12
Total
Revenues
Total
Expenditures
$ 1,019,199 $ 1,019,199
235,028
9,474,
115,718
40,827
12,003,066
977,522
3,000
13,244
14,182,050
9,474
115,718
40,827
12,003,066
977,522
3,000
13,244
14,182,050
3,634
22,400
22,400
235,028
238,662
§ 14,204,450 § .14,204,450
$ 14,249,422
(44,972)
~ 14,204,450
See notes to the schedules of federal awards and state financial assistance.
51
.
Cash
Received
$ 1,019,199 $
$
255.102
255.103
255.107
255.201
255.203
255.355
255.401
Reconciliation to Basic Financial Statements
State sources
Revenues not considered state financial assistance
Tax-exempt computer aids
Total State Financial Assistance
.... ~ , .. ,., . :. . ~· -"'··•'"'''~··!'"~·:·:..
7/1/11
Accrued
Receivable
(Deferred
Revenue)
255.101
Direct Awards
Direct Awards
Direct Awards
Direct Awards
Direct Awards
Direct Awards
Direct Awards
TOTAL STATE FINANCIAL ASSISTANCE
~:..·.~_,~,·
(Accrued
Receivable)
Deferred
Revenue
Schedule of Rndings and Questioned Costs
Year Ended June 30, 2012
PORT WASHINGTON-sAUKVILLE SCHOOL DISTRICT
Schedule of Findings and Questioned Costs (Continued)
Section I • Summary of Auditors' Results
Section II· Financial Statement Findings
Basic Financial Statements
Type of auditors' report issued:
Internal control over financial rep'orting:
Material weakness(es) identified?
Significant deficiency(ies) identified?
Noncompliance material to basic financial statements noted?
Federal Awards and State Financial Assistance
Internal control over major programs:
Material weakness(es) identified?
Significant deficiency(ies) identified?
Type of auditors' report issued on compliance for major programs
Any audit findings disclosed that are required to be reported
in accordance with Section 510(1) of Circular A-133?
Any audit filidings disclosed that are required to be reported in
accordance with the State Single Audit Guidelines?
Unqualified
Finding No
No
Yes
No
2012-01
CFDANumber
84.027
84.173
84.391
93.778
Name of Federal Program
Special Education Cluster
Special Education • Grants to States - Flow through
Special Education Preschool Grants
ARRA - Special Education • Grants to States - Flow through
Medical Assistance - School Based Services Benefit
255.201
255.203
The review of financial statements by staff with expertise in financial reporting is an
internal control intended to prevent, detect and correct a potential misstatement in the
financial statements or notes.
Cause:
The additional costs associated with hiring staff experienced in preparing year end GASB
34 conversion entries and financial reports, including additional training time outweigh· the
derived benefits.
Effect:
Name of State Program
Special Education and School Age Parents
General Aids Cluster 255.2XX
General Equalization Aid
Special Adjustment Aid
Audit threshold used to determine between Type A and Type B programs:
Federal
State
Criteria:
Recommendation:
Identification of major state programs:
State ID. Number
255.101
While the current staff of the District maintain financial records which accurately report
revenues and expenditures throughout the year, preparing year end GASB 34 conversion
entries necessary to prepare financial statements, including related notes require
additional expertise that would entail additional training and staff time to develop. The
District contracts with Schenck.and their knowledge of current accounting principles and
regulatory requirements of the Wisconsin Department of Public Instruction to prepare
financial reports for the District in an efficient manner.
Yes
Identification of major federal programs:
Year End Financial Reporting
Condition:
No
Yes
Unqualified
Yes
Internal Control Deficiency
The District relies on Schenck SC. to prepare GASB 34 entries.
We recommend the District continue reviewing the GASB 34 conversion entries along with
the financial reports prepared by Schenck. Whlle it may not be cost beneficial to hire
additional staff to prepare these items, a thorough review of this information by appropriate
staff of the District is necessary to obtain an adequate understanding of the District's
financial report.
~.,
$300,000
$100,000
Yes
Auditee qualified as low-risk auditee?
53
54
Section Ill- Federal Award Findings and Questions Costs
Internal Control Deficiency
Finding No.
2012-02
Federal CFDA #:
State ID's:
Condition:
Criteria:
Cause:
Effect:
Recommendation:
Section IV- Other Issues
Does the auditor's report of the notes to the financial statement include
disclosure with regard to substantial doubt as to the auditee's ability to
continue as a going concern?
Yes
__x_
No
Financial Reporting for Federal and State Financial Assistance
All federal programs.
All state programs.
OMB Circular A-133 and the State Single Audit Guidelines requires the Districl to prepare
appropriate financial statements, including the schedules of expenditures of federal
awards and state financial assistance. While the current staff of the District maintains
financial records supporting amounts reported in the Schedule of Expenditures of Federal
Awards and State Financial Assistance, the District contracts with Schenck to compile the
data from these records and prepare the single audit report for the District.
Having staff with expertise in federal and state financial reporting prepare the District's
single audit report is an internal control intended to prevent, detect and correct a potential
misstatement in the schedules of expenditures of federal awards and state financial
assistance, or accompanying notes to the schedule.
The additional costs associated with hiring staff experienced to prepare the District's single
audit report, including the additional training time, outweigh the derived benefits.
Does the audit report show audit issues (i.e., material non-compliance,
non-material non-compliance, questioned costs, material weakness,
significant deficiency, management letter comment, excess revenue or
excess reserve) related to grants/contracts with funding agencies that
require audits to be in accordance with the State Single Audit Guidelines:
X
X
Department of Health Services
Department of Public Instruction
Yes
Yes
No
No
Was a Management Letter or other document conveying audit comments
__
X_ Yes
issued as a result of this audit?
No
~k-·~
:cPA
Name and signature of shareholder
Michael W. Konecny
Date of report
October 25, 2012
The District relies on Schenck S.C. to prepare the report of Federal and State Assistance
We recommend District personnel continue reviewing the District's single audit report
prepared by Schenck. While it may not be cost beneficial to hire additional staff to prepare
these items, a thorough review of this information by appropriate staff of the District is
necessary to ensure all federal and state financial assistance programs are properly
reported in the District's single audit report.
55
56
Schedule of Prior Year Audit Findings and Corrective Action Plan
June 30,2012
Status of Prior Year Audit Finding
The finding noted in the 2011 Schedule of Findings and Questioned Costs have been reported to the proper
federal and state agencies. Management continues to believe the cost to hire additional staff to eliminate the
control deficiency identified as 2011-01 and 2011-02 outweighs the benefits to be received. Management reviews
the financial report and the single audit report prepared by Schenck.
Corrective Action Plan
Finding No.
Corrective Action Plan
2012-01
Year End Closing and Financial Reporting
Management
Response:
Management believes that the cost of hiring additional staff to prepare year end financial
reports outweighs the benefits to be received. Management will continue to review
financial statements and other information prepared by Schenck. The Director of Business
Services has reviewed and approved the annual financial report prior to issuance.
2012-02
Financial Reporting for Federal and State Financial Assistance
Management
Response:
Management believes the cost of additional staff time and training lo prepare these items
outweighs the benefits to be received. Management will continue to review financial
statements and other information prepared by Schenck. The Director of Business Services
has reviewed and approved the annual financial report prior to issuance.
District Contact
for Corrective
Action Plan:
James A. Froemming, Director of Business Services
100 West Monroe Street
Port Washington, WI 53074
57
[THIS PAGE IS INTENTIONALLY BLANK]
APPENDIX B
FORM OF CONTINUING DISCLOSURE CERTIFICATES
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the Port Washington-Saukville School District, Ozaukee County, Wisconsin (the
"Issuer") in connection with the issuance of $1,890,000 Taxable General Obligation Refunding
Bonds, dated December 20, 2012 (the "Securities"). The Securities are being issued pursuant to
a Resolution adopted by the Governing Body of the Issuer on December 10, 2012 (the
"Resolution") and delivered to _________ (the "Purchaser") on the date hereof. Pursuant to the
Resolution, the Issuer has covenanted and agreed to provide continuing disclosure of certain
financial information and operating data annually and timely notices of the occurrence of certain
events. In addition, the Issuer hereby specifically covenants and agrees as follows:
Section 1(a). Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the holders of the Securities in order to
assist the Participating Underwriters within the meaning of the Rule (defined herein) in
complying with SEC Rule 15c2-12(b)(5). The Issuer is an obligated person with respect to less
than $10,000,000 in aggregate amount of outstanding municipal securities (including the
Securities). References in this Disclosure Certificate to holders of the Securities shall include the
beneficial owners of the Securities. This Disclosure Certificate constitutes the written
Undertaking required by the Rule.
Section 1(b). Filing Requirements. Any filing under this Disclosure Certificate must be
made solely by transmitting such filing to the MSRB (defined herein) through the Electronic
Municipal Market Access ("EMMA") System at www.emma.msrb.org in the format prescribed
by the MSRB. All documents provided to the MSRB shall be accompanied by the identifying
information prescribed by the MSRB.
Section 2. Definitions. In addition to the defined terms set forth in the Resolution, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any annual report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's annual financial statements, which are
currently prepared in accordance with generally accepted accounting principles (GAAP) for
governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and
which the Issuer intends to continue to prepare in substantially the same form.
"Final Official Statement" means the Final Official Statement dated December 10, 2012
delivered in connection with the Securities, which is available from the MSRB.
"Fiscal Year" means the fiscal year of the Issuer.
"Governing Body" means the School Board of the Issuer or such other body as may
hereafter be the chief legislative body of the Issuer.
QB\18737473.1
"Issuer" means the Port Washington-Saukville School District, Wisconsin, which is the
obligated person with respect to the Securities.
"Issuer Contact" means the Director of Business Services of the Issuer who can be
contacted at 100 West Monroe Street, Port Washington, Wisconsin 53074-1267, phone (262)
268-6000, fax (262) 268-6020.
"Material Event" means any of the events listed in Section 5(a) of this Disclosure
Certificate.
"MSRB" means the Municipal Securities Rulemaking Board located at 1900 Duke Street,
Suite 600, Alexandria, Virginia 22314.
"Participating Underwriter" means any of the original underwriter(s) of the Securities
(including the Purchaser) required to comply with the Rule in connection with the offering of the
Securities.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities
Exchange Act of 1934, as the same may be amended from time to time, and official
interpretations thereof.
"SEC" means the Securities and Exchange Commission.
Section 3. Provision of Annual Report and Audited Financial Statements. The Issuer
shall, not later than 270 days after the end of the Fiscal Year, commencing with the year that
ends June 30, 2013, provide the MSRB with an Annual Report filed in accordance with Section
1(b) of this Disclosure Certificate and which is consistent with the requirements of Section 4 of
this Disclosure Certificate. 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 4 of this Disclosure Certificate; provided that the Audited Financial
Statements of the Issuer may be submitted separately from the balance of the Annual Report.
Section 4. Content of Annual Report. The Issuer's Annual Report shall contain or
incorporate by reference financial information and operating data that is customarily prepared
and publicly available, to wit:
1.
2.
Audited Financial Statements and
Adopted Annual Budget.
Any or all of the items listed above may be incorporated by reference from other
documents, including official statements of debt issues of the Issuer or related public entities,
which are available to the public on the MSRB’s Internet website or filed with the SEC. The
Issuer shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Material Events.
(a)
This Section 5 shall govern the giving of notices of the occurrence of any of the
following events with respect to the Securities:
-2QB\18737473.1
1.
Principal and interest payment delinquencies;
2.
Non-payment related defaults, if material;
3.
Unscheduled draws on debt service reserves reflecting financial
difficulties;
4.
Unscheduled draws on credit enhancements reflecting financial
difficulties;
5.
Substitution of credit or liquidity providers, or their failure to perform;
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Securities, or other material events affecting
the tax status of the Securities;
7.
Modification to rights of holders of the Securities, if material;
8.
Securities calls, if material, and tender offers;
9.
Defeasances;
10.
Release, substitution or sale of property securing repayment of the
Securities, if material;
11.
Rating changes;
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer;
13.
The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, 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
14.
Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
For the purposes of the event identified in subsection (a)12. above, the event is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent
or similar officer for the Issuer 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 Issuer, 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
-3QB\18737473.1
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
Issuer.
(b)
When a Material Event occurs, the Issuer shall, in a timely manner not in excess
of ten business days after the occurrence of the Material Event, file a notice of such occurrence
with the MSRB. Notwithstanding the foregoing, notice of Material Events described in
subsections (a) (8) and (9) need not be given under this subsection any earlier than the notice (if
any) of the underlying event is given to holders of affected Securities pursuant to the Resolution.
(c)
Unless otherwise required by law, the Issuer shall submit the information in the
format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 6. Termination of Reporting Obligation. The Issuer’s obligations under the
Resolution and this Disclosure Certificate shall terminate upon the legal defeasance, prior
redemption or payment in full of all the Securities.
Section 7. Issuer Contact; Agent. Information may be obtained from the Issuer Contact.
Additionally, the Issuer may, from time to time, appoint or engage a dissemination agent to assist
it in carrying out its obligations under the Resolution and this Disclosure Certificate, and may
discharge any such agent, with or without appointing a successor dissemination agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of the Resolution
or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any
provision of this Disclosure Certificate may be waived, if such amendment or waiver is
supported by an opinion of nationally recognized bond counsel to the effect that such amendment
or waiver would not, in and of itself, cause the undertakings to violate the Rule. The provisions
of this Disclosure Certificate constituting the Undertaking or any provision hereof, shall be null
and void in the event that the Issuer delivers to the MSRB an opinion of nationally recognized
bond counsel to the effect that those portions of the Rule which require this Disclosure
Certificate are invalid, have been repealed retroactively or otherwise do not apply to the
Securities. The provisions of this Disclosure Certificate constituting the Undertaking may be
amended without the consent of the holders of the Securities, but only upon the delivery by the
Issuer to the MSRB of the proposed amendment and an opinion of nationally recognized bond
counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the
compliance of this Disclosure Certificate and by the Issuer with the Rule.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Material
Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses
to include any information in any Annual Report or notice of occurrence of a Material Event in
addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have
no obligation under this Disclosure Certificate to update such information or include it in any
future Annual Report or notice of occurrence of a Material Event.
-4QB\18737473.1
Section 10. Default. (a) Except as described in the Final Official Statement, in the
previous five years, the Issuer has not failed to comply in all material respects with any previous
undertakings under the Rule to provide annual reports or notices of material events.
(b) In the event of a failure of the Issuer to comply with any provision of this Disclosure
Certificate any holder of the Securities may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the
Issuer to comply with its obligations under the Resolution and this Disclosure Certificate. A
default under this Disclosure Certificate shall not be deemed an event of default with respect to
the Securities and the sole remedy under this Disclosure Certificate in the event of any failure of
the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Participating Underwriters and holders from time to time of the Securities, and
shall create no rights in any other person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities
effective the 20th day of December, 2012.
James V. Eden
District President
(SEAL)
Kelly O'Connell-Perket
District Clerk
-5QB\18737473.1
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the Port Washington-Saukville School District, Ozaukee County, Wisconsin (the
"Issuer") in connection with the issuance of $1,800,000 General Obligation Promissory Notes,
dated December 20, 2012 (the "Securities"). The Securities are being issued pursuant to
Resolutions adopted by the Governing Body of the Issuer on September 10, 2012 and
December 10, 2012 (collectively, the "Resolution") and delivered to ____________________
(the "Purchaser") on the date hereof. Pursuant to the Resolution, the Issuer has covenanted and
agreed to provide continuing disclosure of certain financial information and operating data
annually and timely notices of the occurrence of certain events. In addition, the Issuer hereby
specifically covenants and agrees as follows:
Section 1(a). Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the holders of the Securities in order to
assist the Participating Underwriters within the meaning of the Rule (defined herein) in
complying with SEC Rule 15c2-12(b)(5). The Issuer is an obligated person with respect to less
than $10,000,000 in aggregate amount of outstanding municipal securities (including the
Securities). References in this Disclosure Certificate to holders of the Securities shall include the
beneficial owners of the Securities. This Disclosure Certificate constitutes the written
Undertaking required by the Rule.
Section 1(b). Filing Requirements. Any filing under this Disclosure Certificate must be
made solely by transmitting such filing to the MSRB (defined herein) through the Electronic
Municipal Market Access ("EMMA") System at www.emma.msrb.org in the format prescribed
by the MSRB. All documents provided to the MSRB shall be accompanied by the identifying
information prescribed by the MSRB.
Section 2. Definitions. In addition to the defined terms set forth in the Resolution, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any annual report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's annual financial statements, which are
currently prepared in accordance with generally accepted accounting principles (GAAP) for
governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and
which the Issuer intends to continue to prepare in substantially the same form.
"Final Official Statement" means the Final Official Statement dated December 10, 2012
delivered in connection with the Securities, which is available from the MSRB.
"Fiscal Year" means the fiscal year of the Issuer.
"Governing Body" means the School Board of the Issuer or such other body as may
hereafter be the chief legislative body of the Issuer.
QB\18740247.1
"Issuer" means the Port Washington-Saukville School District, Wisconsin, which is the
obligated person with respect to the Securities.
"Issuer Contact" means the Director of Business Services of the Issuer who can be
contacted at 100 West Monroe Street, Port Washington, Wisconsin 53074-1267, phone (262)
268-6000, fax (262) 268-6020.
"Material Event" means any of the events listed in Section 5(a) of this Disclosure
Certificate.
"MSRB" means the Municipal Securities Rulemaking Board located at 1900 Duke Street,
Suite 600, Alexandria, Virginia 22314.
"Participating Underwriter" means any of the original underwriter(s) of the Securities
(including the Purchaser) required to comply with the Rule in connection with the offering of the
Securities.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities
Exchange Act of 1934, as the same may be amended from time to time, and official
interpretations thereof.
"SEC" means the Securities and Exchange Commission.
Section 3. Provision of Annual Report and Audited Financial Statements. The Issuer
shall, not later than 270 days after the end of the Fiscal Year, commencing with the year that
ends June 30, 2013, provide the MSRB with an Annual Report filed in accordance with Section
1(b) of this Disclosure Certificate and which is consistent with the requirements of Section 4 of
this Disclosure Certificate. 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 4 of this Disclosure Certificate; provided that the Audited Financial
Statements of the Issuer may be submitted separately from the balance of the Annual Report.
Section 4. Content of Annual Report. The Issuer's Annual Report shall contain or
incorporate by reference financial information and operating data that is customarily prepared
and publicly available, to wit:
1.
2.
Audited Financial Statements and
Adopted Annual Budget.
Any or all of the items listed above may be incorporated by reference from other
documents, including official statements of debt issues of the Issuer or related public entities,
which are available to the public on the MSRB’s Internet website or filed with the SEC. The
Issuer shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Material Events.
(a)
This Section 5 shall govern the giving of notices of the occurrence of any of the
following events with respect to the Securities:
-2QB\18740247.1
1.
Principal and interest payment delinquencies;
2.
Non-payment related defaults, if material;
3.
Unscheduled draws on debt service reserves reflecting financial
difficulties;
4.
Unscheduled draws on credit enhancements reflecting financial
difficulties;
5.
Substitution of credit or liquidity providers, or their failure to perform;
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Securities, or other material events affecting
the tax status of the Securities;
7.
Modification to rights of holders of the Securities, if material;
8.
Securities calls, if material, and tender offers;
9.
Defeasances;
10.
Release, substitution or sale of property securing repayment of the
Securities, if material;
11.
Rating changes;
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer;
13.
The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, 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
14.
Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
For the purposes of the event identified in subsection (a)12. above, the event is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent
or similar officer for the Issuer 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 Issuer, 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
-3QB\18740247.1
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
Issuer.
(b)
When a Material Event occurs, the Issuer shall, in a timely manner not in excess
of ten business days after the occurrence of the Material Event, file a notice of such occurrence
with the MSRB. Notwithstanding the foregoing, notice of Material Events described in
subsections (a) (8) and (9) need not be given under this subsection any earlier than the notice (if
any) of the underlying event is given to holders of affected Securities pursuant to the Resolution.
(c)
Unless otherwise required by law, the Issuer shall submit the information in the
format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 6. Termination of Reporting Obligation. The Issuer’s obligations under the
Resolution and this Disclosure Certificate shall terminate upon the legal defeasance, prior
redemption or payment in full of all the Securities.
Section 7. Issuer Contact; Agent. Information may be obtained from the Issuer Contact.
Additionally, the Issuer may, from time to time, appoint or engage a dissemination agent to assist
it in carrying out its obligations under the Resolution and this Disclosure Certificate, and may
discharge any such agent, with or without appointing a successor dissemination agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of the Resolution
or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any
provision of this Disclosure Certificate may be waived, if such amendment or waiver is
supported by an opinion of nationally recognized bond counsel to the effect that such amendment
or waiver would not, in and of itself, cause the undertakings to violate the Rule. The provisions
of this Disclosure Certificate constituting the Undertaking or any provision hereof, shall be null
and void in the event that the Issuer delivers to the MSRB an opinion of nationally recognized
bond counsel to the effect that those portions of the Rule which require this Disclosure
Certificate are invalid, have been repealed retroactively or otherwise do not apply to the
Securities. The provisions of this Disclosure Certificate constituting the Undertaking may be
amended without the consent of the holders of the Securities, but only upon the delivery by the
Issuer to the MSRB of the proposed amendment and an opinion of nationally recognized bond
counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the
compliance of this Disclosure Certificate and by the Issuer with the Rule.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Material
Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses
to include any information in any Annual Report or notice of occurrence of a Material Event in
addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have
no obligation under this Disclosure Certificate to update such information or include it in any
future Annual Report or notice of occurrence of a Material Event.
-4QB\18740247.1
Section 10. Default. (a) Except as described in the Final Official Statement, in the
previous five years, the Issuer has not failed to comply in all material respects with any previous
undertakings under the Rule to provide annual reports or notices of material events.
(b) In the event of a failure of the Issuer to comply with any provision of this Disclosure
Certificate any holder of the Securities may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the
Issuer to comply with its obligations under the Resolution and this Disclosure Certificate. A
default under this Disclosure Certificate shall not be deemed an event of default with respect to
the Securities and the sole remedy under this Disclosure Certificate in the event of any failure of
the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Issuer, the Participating Underwriters and holders from time to time of the Securities, and
shall create no rights in any other person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities
effective the 20th day of December, 2012.
James V. Eden
District President
(SEAL)
Kelly O'Connell-Perket
District Clerk
-5QB\18740247.1
APPENDIX C
FORM OF LEGAL OPINIONS
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
December 20, 2012
Re:
Port Washington-Saukville School District, Wisconsin ("Issuer")
$1,890,000 Taxable General Obligation Refunding Bonds,
dated December 20, 2012 ("Bonds")
We have acted as bond counsel to the Issuer in connection with the issuance of the
Bonds. In such capacity, we have examined such law and such 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 certified
proceedings and other certifications of public officials and others furnished to us without
undertaking to verify the same by independent investigation.
The Bonds are numbered from R-1 and upward; bear interest at the rates set forth below;
and mature on April 1 of each year, in the years and principal amounts as follows:
Year
Principal Amount
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
$ 30,000
30,000
30,000
25,000
20,000
200,000
205,000
210,000
215,000
220,000
225,000
235,000
245,000
Interest Rate
____%
____
____
____
____
____
____
____
____
____
____
____
____
Interest is payable semi-annually on April 1 and October 1 of each year commencing on April 1,
2013.
The Bonds maturing on April 1, 2019 and thereafter are subject to redemption prior to
maturity, at the option of the Issuer, on April 1, 2018 or on any date thereafter. Said Bonds are
redeemable as a whole or in part, and if in part, from maturities selected by the Issuer and within
each maturity, by lot, at the principal amount thereof, plus accrued interest to the date of
redemption.
QB\18735756.1
[The Bonds maturing in the years ______, ______ and ______ are also subject to
mandatory redemption by lot as provided in the resolution authorizing the Bonds at the
redemption price of par plus accrued interest to the date of redemption and without premium.]
We further certify that we have examined a sample of the Bonds and find the same to be
in proper form.
Based upon and subject to the foregoing, it is our opinion under existing law that:
1. The Bonds have been duly authorized and executed by the Issuer and are valid and
binding general obligations of the Issuer.
2. All the taxable property in the territory of the Issuer is subject to the levy of ad
valorem taxes to pay principal of, and interest on, the Bonds, without limitation as to rate or
amount. The Issuer is required by law to include in its annual tax levy the principal and interest
coming due on the Bonds except to the extent that necessary funds have been irrevocably
deposited into the debt service fund account established for the payment of the principal of and
interest on the Bonds.
3. The interest on the Bonds is included for federal income tax purposes in the gross
income of the owners of the Bonds.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official
Statement or any other offering material 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.
In order to comply with Treasury Circular 230, we are required to inform you that unless
we have specifically stated to the contrary in writing, any advice contained in this opinion
concerning tax issues or submissions is not intended to be used, and cannot be used, by the
taxpayer for the purpose of avoiding any tax penalties that may be imposed upon the taxpayer by
any governmental taxing authority or agency.
The rights of the owners of the Bonds and the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights
and may be subject to the exercise of judicial discretion in accordance with general principles of
equity, whether considered at law or in equity.
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.
QUARLES & BRADY LLP
QB\18735756.1
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
December 20, 2012
Re:
Port Washington-Saukville School District, Wisconsin ("Issuer")
$1,800,000 General Obligation Promissory Notes,
dated December 20, 2012 ("Notes")
We have acted as bond counsel to the Issuer in connection with the issuance of the Notes.
In such capacity, we have examined such law and such 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 certified
proceedings and other certifications of public officials and others furnished to us without
undertaking to verify the same by independent investigation.
The Notes are numbered from R-1 and upward; bear interest at the rates set forth below;
and mature on April 1 of each year, in the years and principal amounts as follows:
Year
Principal Amount
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
$170,000
165,000
170,000
175,000
175,000
180,000
185,000
190,000
195,000
195,000
Interest Rate
____%
____
____
____
____
____
____
____
____
____
Interest is payable semi-annually on April 1 and October 1 of each year commencing on April 1,
2013.
The Notes maturing on April 1, 2019 and thereafter are subject to redemption prior to
maturity, at the option of the Issuer, on April 1, 2018 or on any date thereafter. Said Notes are
redeemable as a whole or in part, and if in part, from maturities selected by the Issuer and within
each maturity, by lot, at the principal amount thereof, plus accrued interest to the date of
redemption.
[The Notes maturing in the years ______, ______ and ______ are also subject to
mandatory redemption by lot as provided in the resolution awarding the sale of the Notes at the
redemption price of par plus accrued interest to the date of redemption and without premium.]
QB\18740210.1
We further certify that we have examined a sample of the Notes and find the same to be
in proper form.
Based upon and subject to the foregoing, it is our opinion under existing law that:
1. The Notes have been duly authorized and executed by the Issuer and are valid and
binding general obligations of the Issuer.
2. All the taxable property in the territory of the Issuer is subject to the levy of ad
valorem taxes to pay principal of, and interest on, the Notes, without limitation as to rate or
amount. The Issuer is required by law to include in its annual tax levy the principal and interest
coming due on the Notes except to the extent that necessary funds have been irrevocably
deposited into the debt service fund account established for the payment of the principal of and
interest on the Notes.
3. The interest on the Notes is excludable for federal income tax purposes from the gross
income of the owners of the Notes. The interest on the Notes is not an item of tax preference for
purposes of the federal alternative minimum tax imposed by Section 55 of the Internal Revenue
Code of 1986, as amended (the "Code") on corporations (as that term is defined for federal
income tax purposes) and individuals. However, for purposes of computing the alternative
minimum tax imposed on corporations, the interest on the Notes is included in adjusted current
earnings. The Code contains requirements that must be satisfied subsequent to the issuance of
the Notes in order for interest on the Notes to be or continue to be excludable from gross income
for federal income tax purposes. Failure to comply with certain of those requirements could
cause the interest on the Notes to be included in gross income retroactively to the date of
issuance of the Notes. The Issuer has agreed to comply with all of those requirements. The
opinion set forth in the first sentence of this paragraph is subject to the condition that the Issuer
comply with those requirements. We express no opinion regarding other federal tax
consequences arising with respect to the Notes.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official
Statement or any other offering material relating to the Notes. Further, we express no opinion
regarding tax consequences arising with respect to the Notes other than as expressly set forth
herein.
The rights of the owners of the Notes and the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights
and may be subject to the exercise of judicial discretion in accordance with general principles of
equity, whether considered at law or in equity.
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.
QUARLES & BRADY LLP
QB\18740210.1
APPENDIX D
OFFICIAL NOTICES OF SALE AND BID FORMS
FOR
PORT WASHINGTON-SAUKVILLE SCHOOL DISTRICT, WISCONSIN
$1,890,000* TAXABLE GENERAL OBLIGATION REFUNDING BONDS
AND
$1,800,000 GENERAL OBLIGATION PROMISSORY NOTES
Sale Data:
DATE AND TIME:
Monday, December 10, 2012
9:30 A.M. (Central Time)
PLACE:
Robert W. Baird & Co.
Public Finance Department
777 East Wisconsin Avenue, 25th Floor
Milwaukee, Wisconsin 53202
Attention: Ms. Lori Jackson
Phone: (414) 765-3827
Fax: (414) 298-7354
Bids will also be accepted electronically via PARITY.
EXHIBIT A
OFFICIAL NOTICE OF SALE
$1,890,000*
TAXABLE GENERAL OBLIGATION REFUNDING BONDS
DATED DECEMBER 20, 2012
______________________________________________________________________________
NOTICE IS HEREBY GIVEN that bids will be received by the School Board, Port
Washington-Saukville School District, Ozaukee County, Wisconsin for the purchase of all but no
part of its Bonds at the offices of the District's financial advisor, Robert W. Baird & Co.
Incorporated ("Baird"), 25th Floor, 777 E. Wisconsin Avenue, Milwaukee, WI 53202,
Attention: Lori Jackson, Assistant Vice President until 9:30 a.m. (Central Time) on
December 10, 2012
at which time the bids will be publicly opened and read. Bids may be mailed or delivered to
Baird at the address set forth above, faxed to Baird at (414) 298-7354, or submitted
electronically via PARITY, as described below. Signed bids, without final price or coupons,
may be submitted to Baird prior to the time of sale. The bidder shall be responsible for
submitting to Baird the final bid price and coupons, by telephone (414) 765-3827 or fax (414)
298-7354 for inclusion in the submitted bid. Bids which are mailed or delivered should be
plainly marked "Bid for Port Washington-Saukville School District Bonds". Bids will only be
considered if the required good faith deposit has been received. A meeting of the School Board
will be held on said date for the purpose of taking action on such bids as may be received.
Dates and Maturities: The Bonds will be dated December 20, 2012 and will mature on
April 1 of each year, in the years and principal amounts as follows:
Year
2013
2014
2015
2016
*
Principal Amount*
$ 30,000
30,000
30,000
25,000
Preliminary, subject to change. The District reserves the right, after bids are opened and
prior to the award, to increase or reduce the principal amount of the Bonds offered for sale.
Any such increase or reduction will be made in multiples of $5,000 in any maturity. In the
event the principal amount is increased or reduced, any premium offered or any discount
taken by the successful bidder will be increased or reduced by a percentage equal to the
percentage by which the principal amount of the Bonds is increased or reduced.
QB\18737597.1
Year
Principal Amount
2017
2018
2019
2020
2021
2022
2023
2024
2025
$ 20,000
200,000
205,000
210,000
215,000
220,000
225,000
235,000
245,000
Interest: Interest on the Bonds will be payable semi-annually on April 1 and October 1 of
each year, commencing on April 1, 2013 to the registered owners of the Bonds appearing of
record in the bond register as of the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month. Interest will be computed upon the basis of a
360-day year of twelve 30-day months and will be rounded pursuant to rules of the MSRB.
Optional Redemption: The Bonds maturing on April 1, 2019 and thereafter will be
subject to redemption prior to maturity, at the option of the District, on April 1, 2018 or on any
date thereafter. Said Bonds will be redeemable as a whole or in part, and if in part, from
maturities selected by the District and within each maturity, by lot, at the principal amount
thereof, plus accrued interest to the date of redemption.
Term Bonds at Bidder’s Option: Bids for the Bonds may contain a maturity schedule
providing for any combination of serial bonds and term bonds, subject to mandatory redemption,
so long as the amount of principal maturing or subject to mandatory redemption in each year
conforms to the maturity schedule set forth above.
Mandatory Redemption: Any term bonds specified shall be subject to mandatory sinking
fund redemption in part prior to their scheduled maturity dates on April 1 of certain years, as
more fully described in the Dates and Maturities section herein, at a price of par plus accrued
Security and Purpose: The Bonds are general obligations of the District. The principal of
and interest on the Bonds will be payable from ad valorem taxes, which may be levied without
limitation as to rate or amount upon all of the taxable property located in the District. The Bonds
will be issued for the purpose of paying the cost of refunding certain outstanding obligations of
the District, to wit: Taxable General Obligation Refunding Bonds, dated June 19, 2009.
Registration: The Bonds will be issued as fully-registered Bonds without coupons and,
when issued, will be registered only in the name of CEDE & CO., as nominee for The
Depository Trust Company, New York, New York ("DTC").
DTC Book Entry Only System: UTILIZATION OF DTC IS REQUIRED. BIDS FOR
THE BONDS MAY NOT PROVIDE FOR THE BONDS TO BE ISSUED ON A NON-DTC
BASIS. DTC will act as securities depository of the Bonds. A single Bond certificate for each
-2QB\18737597.1
maturity will be issued to DTC and immobilized in its custody. Individual purchases may be
made in book-entry form only pursuant to the rules and procedures established between DTC and
its participants, either in the denomination of $5,000 or any integral multiple thereof or in the
denomination of $100,000 or more as specified in the Bonds. Individual purchasers will not
receive certificates evidencing their ownership of the Bonds purchased. The successful bidder
shall be required to deposit the Bond certificates with DTC as a condition to delivery of the
Bonds. The District will make payments of principal and interest on the Bonds to DTC or its
nominee as registered owner of the Bonds in same-day funds. Transfer of those payments to
participants of DTC will be the responsibility of DTC; transfer of the payments to beneficial
owners by DTC participants will be the responsibility of such participants and other nominees of
beneficial owners all as required by DTC rules and procedures. No assurance can be given by
the District that DTC, its participants and other nominees of beneficial owners will make prompt
transfer of the payments as required by DTC rules and procedures. The District assumes no
liability for failures of DTC, its participants or other nominees to promptly transfer payments to
beneficial owners of the Bonds.
Depository: In the event that the securities depository relationship with DTC for the
Bonds is terminated and the District does not appoint a successor depository, the District will
prepare, authenticate and deliver, at its expense, fully-registered certificated Bonds in the
denomination of $5,000 or any integral multiple thereof in the aggregate principal amount of
Bonds of the same maturities and with the same interest rate or rates then outstanding to the
beneficial owners of the Bonds.
Fiscal Agent: The Bonds shall be distributed to the owners in fully-registered form by
the fiscal agent for the District (the "Fiscal Agent") in the denomination of $5,000 or any integral
multiple thereof. Associated Trust Company, National Association will serve as the District's
fiscal agent with respect to the Bonds. The Bonds shall be payable as to interest by check or
draft of the Fiscal Agent mailed to the registered owners whose names appear on the books of
the Fiscal Agent at the close of business on the fifteenth day of each calendar month next
preceding each interest payment date and as to principal by presentation of the Bonds at the
office of the Fiscal Agent. The District will pay all costs relating to the registration of the Bonds.
No Designation as Qualified Tax-Exempt Obligations: The Bonds will not be designated
"qualified tax-exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
Bid Specifications: Bids will be received on an interest rate basis in integral multiples of
One-Twentieth (1/20) or One-Eighth (1/8) of One Percent (1%). All Bonds of the same maturity
shall bear the same interest rate. No bid for less than One Hundred Percent (100%) of the
principal amount of the Bonds ($1,890,000) nor more than One Hundred Two Percent (102%) of
the principal amount of the Bonds ($1,927,800) plus accrued interest to the date of delivery will
be considered. The Bonds will be awarded to a responsible bidder whose proposal results in the
lowest true interest cost to the District.
Type of Bid – Amount: Bids must be submitted either: (1) to Robert W. Baird & Co.
Incorporated as set forth herein; or (2) electronically via PARITY, in accordance with this
Official Notice of Sale, within a one hour period prior to the time of sale, but no bids will be
-3QB\18737597.1
received after the time established above for the opening of bids. If any provisions in this Notice
are conflicting with any instructions or directions set forth in PARITY, this Official Notice of
Sale shall control. The normal fee for use of PARITY may be obtained from PARITY, and such
fee shall be the responsibility of the bidder. For further information about PARITY, potential
bidders may contact Robert W. Baird & Co. Incorporated, 25th Floor, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202 or PARITY, c/o i-Deal LLC, 1359 Broadway, 2nd Floor,
New York, New York 10018, telephone (212) 849-5021. The District and Robert W. Baird &
Co. Incorporated assume no responsibility or liability for bids submitted through PARITY. Each
bidder shall be solely responsible for making necessary arrangements to access PARITY for
purposes of submitting its electronic bid in a timely manner and in compliance with the
requirements of the Official Notice of Sale. Neither the District, its agents nor PARITY shall
have any duty or obligation to undertake registration to bid for any prospective bidder or to
provide or ensure electronic access to any qualified prospective bidder, and neither the District,
its agents nor PARITY shall be responsible for a bidder's failure to register to bid or for any
failure in the proper operation of, or have any liability for any delays or interruptions of or any
damages caused by the services of PARITY. The District is using the services of PARITY
solely as a communication mechanism to conduct the electronic bidding for the Bonds, and
PARITY is not an agent of the District.
The District may regard the electronic transmission of the bid via the electronic service
(including information about the purchase price for the Bonds and interest rate or rates to be
borne by the Bonds and any other information included in such transmission) as though the same
information were submitted on the bid form and executed on behalf of the bidder by a duly
authorized signatory. If the bid is accepted by the District, the terms of the bid form, this
Official Notice of Sale, and the information transmitted though the electronic service shall form
a contract, and the bidder shall be bound by the terms of such contract.
For information purposes only, bidders are requested to state in their electronic bids the
true interest cost to the District, as described in this Official Notice of Sale and in the written
form of Official Bid Form. All electronic bids shall be deemed to incorporate the provisions of
this Official Notice of Sale and the form of Official Bid Form.
Good Faith Deposit: A cashier's check in the amount of $37,800 may be submitted
contemporaneously with the bid or, in the alternative, a deposit in the amount of $37,800 shall
be made by the winning bidder by federal wire transfer as directed by the District Clerk or
District Treasurer to be received by the District no later than 1:00 p.m. prevailing Central Time
on the day of the bid opening (December 10, 2012) as a guarantee of good faith on the part of
the bidder to be forfeited as liquidated damages if such bid be accepted and the bidder fails to
take up and pay for the Bonds. The good faith deposit will be applied to the purchase price of
the Bonds. In the event the successful bidder fails to honor its accepted bid, the good faith
deposit will be retained by the District. No interest shall be allowed on the good faith deposit.
Payment for the balance of the purchase price of the Bonds shall be made at the closing. Good
faith checks of unsuccessful bidders will be returned by overnight delivery for next day receipt
sent not later than the first business day following the sale.
Bond Insurance at Bidder's Option: If the Bonds qualify for issuance of any policy of
municipal bond insurance or commitment therefor at the option of the bidder, the purchase of
-4QB\18737597.1
any such insurance policy or the issuance of any such commitment shall be at the sole option and
expense of the successful bidder. Any increased costs of issuance of the Bonds resulting from
such purchase of insurance shall be paid by the successful bidder, except that, if the District has
requested and received a rating on the Bonds from a rating agency, the District will pay that
rating fee. Any other rating agency fees shall be the responsibility of the successful bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to
the successful bidder shall not constitute cause for failure or refusal by the successful bidder to
accept delivery on the Bonds.
Delivery: The Bonds will be delivered in printed form, one Bond per maturity, registered
in the name of CEDE & CO., as nominee of The Depository Trust Company, securities
depository of the Bonds for the establishment of book-entry accounts at the direction of the
successful bidder, within approximately forty-five (45) days after the award. Payment at the
time of delivery must be made in federal or other immediately available funds. In the event
delivery is not made within forty-five (45) days after the date of the sale of the Bonds, the
successful bidder may, prior to tender of the Bonds, at its option, be relieved of its obligation
under the contract to purchase the Bonds and its good faith deposit shall be returned, but no
interest shall be allowed thereon.
Legality: The successful bidder will be furnished without cost, the unqualified approving
legal opinion of Quarles & Brady LLP of Milwaukee, Wisconsin. A transcript of the
proceedings relative to the issuance of the Bonds (including a no-litigation certificate) will be
furnished to the successful bidder without cost. A Continuing Disclosure Certificate will be
delivered at closing setting forth the details and terms of the District's undertaking and such
Certificate is a condition of closing.
CUSIP Numbers: The District will assume no obligation for the assignment of CUSIP
numbers on the Bonds or for the correctness of any numbers printed thereon. The District will
permit such numbers to be assigned and printed at the expense of the successful bidder, but
neither the failure to print such numbers on any Bonds nor any error with respect thereto will
constitute cause for failure or refusal by the successful bidder to accept delivery of the Bonds.
Reoffering Prices: Simultaneously with or before delivery of the Bonds, the successful
bidder shall furnish to the District a certificate, made on the best knowledge, information and
belief of the successful bidder, acceptable to bond counsel, stating the initial reoffering prices to
the public of each maturity of the Bonds and further stating that a substantial amount of each
maturity of the Bonds was sold to the public or final purchasers thereof (not including bond
houses and brokers or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at or below such initial reoffering prices.
Official Statement: Bidders may obtain a copy of the Preliminary Official Statement by
request to the District's financial advisor prior to the bid opening. By submitting a bid, the
successful bidder agrees to supply to the District within 24 hours after the award of the Bonds all
necessary pricing information and any underwriter identification necessary to complete the
Preliminary Official Statement. Within seven days of the award of the Bonds, the successful
bidder will be provided with an electronic copy of the Official Statement in pdf format and up to
10 copies of the Official Statement without cost. Additional copies of the Official Statement
-5QB\18737597.1
may be purchased from Robert W. Baird & Co. Incorporated up to three months following the
sale of the Bonds. If the successful bidder is the manager of an underwriting syndicate, the
successful bidder shall be responsible for distributing copies of the Official Statement to
syndicate members.
Certification Regarding Official Statement: The District will deliver, at closing, a
certificate, executed by appropriate officers of the District acting in their official capacities, to
the effect that the facts contained in the Official Statement relating to the District and the Bonds
are true and correct in all material respects, and that the Official Statement does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
The District also agrees to notify the successful bidder of any material developments impacting
the District or the Bonds of which the District becomes aware within 60 days after the delivery
of the Bonds.
Undertaking to Provide Continuing Disclosure: In order to assist bidders in complying
with SEC Rule 15c2-12, as amended, the District will covenant to undertake (pursuant to a
Resolution to be adopted by the School Board), to provide annual reports and timely notice of
certain events for the benefit of holders of the Bonds. The details and terms of the undertaking
are set forth in a Continuing Disclosure Certificate to be executed and delivered by the District, a
form of which is included in the Preliminary Official Statement and in the Final Official
Statement.
Irregularities: The District reserves the right to reject any and all bids and to waive any
and all irregularities.
Information: The internet address for the Preliminary Official Statement is:
www.bairdbondsales.com. Copies of the Preliminary Official Statement and additional
information may be obtained by addressing inquiries to: Robert W. Baird & Co. Incorporated,
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202; Attention: Lori Jackson (414) 7653827 or the undersigned.
James A. Froemming
Port Washington, WI 53074-1267
Phone: (262) 268-6000
-6QB\18737597.1
December 10, 2012
BID FORM
OZAUKEE COUNTY
$1,890,000*
Taxable General Obligation Refunding Bonds
Mr. James Eden, President
and Members of the School Board
Dear Mr. Eden and Members of the School Board:
For all but no part of your issue of $1,890,000* Taxable General Obligation Refunding Bonds (the “Bonds”), said bid being no
less than $1,890,000* (100.0% of par) and no more than $1,927,800 (102% of par), we offer to pay a price of
$_____________. The dated date and delivery date of the Bonds is December 20, 2012. The Bonds shall bear interest as
follows:
(April 1)
2013
2014
2015
2016
2017
2018
2019
Rate
________%
________%
________%
________%
________%
________%
________%
(April 1)
2020
2021
2022
2023
2024
2025
The Bidder elects to have the following Term Bond(s):
For Years
Final Maturity Date
April 1, _______
______ to ______
April 1, _______
______ to ______
April 1, _______
______ to ______
Rate
________%
________%
________%
________%
________%
________%
Amount
$_____________
$_____________
$_____________
This bid is made subject to all the terms and conditions of the Official Notice of Sale heretofore received and the Official
Notice of Sale heretofore published, all terms and conditions which are made a part hereof as fully as though set forth in full
in this bid.
A Good Faith Deposit (“Deposit”) in the form of a cashier's check in the amount of $37,800 may be submitted
contemporaneously with the bid or, in the alternative, a deposit in the amount of $37,800 shall be made by the winning bidder
by federal wire transfer as directed by the District Clerk or Treasurer to be received by the District no later than 1:00 p.m.
prevailing Central Time on the day of the bid opening (December 10, 2012) as a guarantee of good faith on the part of the
bidder to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for the Bonds.
_____________________________________________
Managing Underwriter
Direct Contact and Phone Number: _____________________________________________
By: _____________________________________________
- Please attach a list of account members For your information, but not as a condition of this bid, the above interest rates result in:
Net Interest Cost $
True Interest Rate
%
The foregoing offer is hereby accepted this 10th day of December 2012 by the Members of the Board and in recognition
therefore is signed by the Officers empowered and authorized to make such acceptance.
_______________________________
President
_______________________________
District Clerk
*Preliminary, subject to change. The District reserves the right, after bids are opened and prior to the award, to increase or reduce the
principal amount of the Bonds offered for sale. Any such increase or reduction will be made in multiples of $5,000 in any of the maturities.
In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder
will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced.
EXHIBIT A
OFFICIAL NOTICE OF SALE
$1,800,000
GENERAL OBLIGATION PROMISSORY NOTES
DATED DECEMBER 20, 2012
______________________________________________________________________________
NOTICE IS HEREBY GIVEN that bids will be received by the School Board, Port
Washington-Saukville School District, Ozaukee County, Wisconsin for the purchase of all but no
part of its Notes at the offices of the District's financial advisor, Robert W. Baird & Co.
Incorporated ("Baird"), 25th Floor, 777 E. Wisconsin Avenue, Milwaukee, WI 53202,
Attention: Lori Jackson, Assistant Vice President until 9:30 a.m. (Central Time) on
December 10, 2012
at which time the bids will be publicly opened and read. Bids may be mailed or delivered to
Baird at the address set forth above, faxed to Baird at (414) 298-7354, or submitted
electronically via PARITY, as described below. Signed bids, without final price or coupons,
may be submitted to Baird prior to the time of sale. The bidder shall be responsible for
submitting to Baird the final bid price and coupons, by telephone (414) 765-3827 or fax (414)
298-7354 for inclusion in the submitted bid. Bids which are mailed or delivered should be
plainly marked "Bid for Port Washington-Saukville School District Notes". Bids will only be
considered if the required good faith deposit has been received. A meeting of the School Board
will be held on said date for the purpose of taking action on such bids as may be received.
Dates and Maturities: The Notes will be dated December 20, 2012 and will mature on
April 1 of each year, in the years and principal amounts as follows:
Year
2013
2014
2015
2016
2017
2018
Principal Amount*
$170,000
165,000
170,000
175,000
175,000
180,000
*
Preliminary, subject to change. The District reserves the right, after bids are opened and prior to the award, to
increase or reduce the principal amount of the individual serial maturities of the Notes. Any such increase or
reduction will be made in multiples of $5,000 within any of the maturities. The aggregate principal amount
of the Notes will remain the same.
QB\18740316.1
Year
Principal Amount*
2019
2020
2021
2022
$185,000
190,000
195,000
195,000
Interest: Interest on the Notes will be payable semi-annually on April 1 and October 1 of
each year, commencing on April 1, 2013 to the registered owners of the Notes appearing of
record in the bond register as of the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month. Interest will be computed upon the basis of a
360-day year of twelve 30-day months and will be rounded pursuant to rules of the MSRB.
Optional Redemption: The Notes maturing on April 1, 2019 and thereafter will be
subject to redemption prior to maturity, at the option of the District, on April 1, 2018 or on any
date thereafter. Said Notes will be redeemable as a whole or in part, and if in part, from
maturities selected by the District and within each maturity, by lot, at the principal amount
thereof, plus accrued interest to the date of redemption.
Term Bonds at Bidder’s Option: Bids for the Notes may contain a maturity schedule
providing for any combination of serial bonds and term bonds, subject to mandatory redemption,
so long as the amount of principal maturing or subject to mandatory redemption in each year
conforms to the maturity schedule set forth above.
Mandatory Redemption: Any term bonds specified shall be subject to mandatory sinking
fund redemption in part prior to their scheduled maturity dates on April 1 of certain years, as
more fully described in the Dates and Maturities section herein, at a price of par plus accrued
Security and Purpose: The Notes are general obligations of the District. The principal of
and interest on the Notes will be payable from ad valorem taxes, which may be levied without
limitation as to rate or amount upon all of the taxable property located in the District. The Notes
will be issued for the purpose of paying the cost of energy conservation projects at various
District buildings and sites and acquiring related equipment.
Registration: The Notes will be issued as fully-registered Notes without coupons and,
when issued, will be registered only in the name of CEDE & CO., as nominee for The
Depository Trust Company, New York, New York ("DTC").
DTC Book Entry Only System: UTILIZATION OF DTC IS REQUIRED. BIDS FOR
THE NOTES MAY NOT PROVIDE FOR THE NOTES TO BE ISSUED ON A NON-DTC
*
Preliminary, subject to change. The District reserves the right, after bids are opened and prior to the award,
to increase or reduce the principal amount of the individual serial maturities of the Notes. Any such increase
or reduction will be made in multiples of $5,000 within any of the maturities. The aggregate principal
amount of the Notes will remain the same.
-2QB\18740316.1
BASIS. DTC will act as securities depository of the Notes. A single Note certificate for each
maturity will be issued to DTC and immobilized in its custody. Individual purchases may be
made in book-entry form only pursuant to the rules and procedures established between DTC and
its participants, either in the denomination of $5,000 or any integral multiple thereof or in the
denomination of $100,000 or more as specified in the Notes. Individual purchasers will not
receive certificates evidencing their ownership of the Notes purchased. The successful bidder
shall be required to deposit the Note certificates with DTC as a condition to delivery of the
Notes. The District will make payments of principal and interest on the Notes to DTC or its
nominee as registered owner of the Notes in same-day funds. Transfer of those payments to
participants of DTC will be the responsibility of DTC; transfer of the payments to beneficial
owners by DTC participants will be the responsibility of such participants and other nominees of
beneficial owners all as required by DTC rules and procedures. No assurance can be given by
the District that DTC, its participants and other nominees of beneficial owners will make prompt
transfer of the payments as required by DTC rules and procedures. The District assumes no
liability for failures of DTC, its participants or other nominees to promptly transfer payments to
beneficial owners of the Notes.
Depository: In the event that the securities depository relationship with DTC for the
Notes is terminated and the District does not appoint a successor depository, the District will
prepare, authenticate and deliver, at its expense, fully-registered certificated Notes in the
denomination of $5,000 or any integral multiple thereof in the aggregate principal amount of
Notes of the same maturities and with the same interest rate or rates then outstanding to the
beneficial owners of the Notes.
Fiscal Agent: The Notes shall be distributed to the owners in fully-registered form by the
fiscal agent for the District (the "Fiscal Agent") in the denomination of $5,000 or any integral
multiple thereof. Associated Trust Company, National Association will serve as the District's
fiscal agent with respect to the Notes. The Notes shall be payable as to interest by check or draft
of the Fiscal Agent mailed to the registered owners whose names appear on the books of the
Fiscal Agent at the close of business on the fifteenth day of each calendar month next preceding
each interest payment date and as to principal by presentation of the Notes at the office of the
Fiscal Agent. The District will pay all costs relating to the registration of the Notes.
Designation as Qualified Tax-Exempt Obligations: The Notes will be designated
"qualified tax-exempt obligations" pursuant to the provisions of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended. The District Clerk or other officer of the District charged
with the responsibility for issuing the Notes, shall provide an appropriate certificate of the
District as of the date of delivery and payment for the Notes confirming the "qualified" status.
Bid Specifications: Bids will be received on an interest rate basis in integral multiples of
One-Twentieth (1/20) or One-Eighth (1/8) of One Percent (1%). Any number of rates may be
bid but the highest rate bid shall not exceed Three Percent (3%). All Notes of the same maturity
shall bear the same interest rate. No bid for less than One Hundred Percent (100%) of the
principal amount of the Notes ($1,800,000) nor more than One Hundred Three Percent (103%)
of the principal amount of the Notes ($1,854,000) plus accrued interest to the date of delivery
will be considered. The Notes will be awarded to a responsible bidder whose proposal results in
the lowest true interest cost to the District.
-3QB\18740316.1
The underwriter shall be responsible for paying all costs of issuance on behalf of the
District. These costs include the financial advisor fee, bond counsel fees, disclosure counsel
fee, fiscal agency fee, rating agency fee, and the fees for preparing and printing the
Preliminary and Final Official Statement and other miscellaneous expenses of the District
incurred in connection with the offering and delivery of the Notes. The total of these costs
is $29,800.
Type of Bid – Amount: Bids must be submitted either: (1) to Robert W. Baird & Co.
Incorporated as set forth herein; or (2) electronically via PARITY, in accordance with this
Official Notice of Sale, within a one hour period prior to the time of sale, but no bids will be
received after the time established above for the opening of bids. If any provisions in this Notice
are conflicting with any instructions or directions set forth in PARITY, this Official Notice of
Sale shall control. The normal fee for use of PARITY may be obtained from PARITY, and such
fee shall be the responsibility of the bidder. For further information about PARITY, potential
bidders may contact Robert W. Baird & Co. Incorporated, 25th Floor, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202 or PARITY, c/o i-Deal LLC, 1359 Broadway, 2nd Floor,
New York, New York 10018, telephone (212) 849-5021. The District and Robert W. Baird &
Co. Incorporated assume no responsibility or liability for bids submitted through PARITY. Each
bidder shall be solely responsible for making necessary arrangements to access PARITY for
purposes of submitting its electronic bid in a timely manner and in compliance with the
requirements of the Official Notice of Sale. Neither the District, its agents nor PARITY shall
have any duty or obligation to undertake registration to bid for any prospective bidder or to
provide or ensure electronic access to any qualified prospective bidder, and neither the District,
its agents nor PARITY shall be responsible for a bidder's failure to register to bid or for any
failure in the proper operation of, or have any liability for any delays or interruptions of or any
damages caused by the services of PARITY. The District is using the services of PARITY
solely as a communication mechanism to conduct the electronic bidding for the Notes, and
PARITY is not an agent of the District.
The District may regard the electronic transmission of the bid via the electronic service
(including information about the purchase price for the Notes and interest rate or rates to be
borne by the Notes and any other information included in such transmission) as though the same
information were submitted on the bid form and executed on behalf of the bidder by a duly
authorized signatory. If the bid is accepted by the District, the terms of the bid form, this
Official Notice of Sale, and the information transmitted though the electronic service shall form
a contract, and the bidder shall be bound by the terms of such contract.
For information purposes only, bidders are requested to state in their electronic bids the
true interest cost to the District, as described in this Official Notice of Sale and in the written
form of Official Bid Form. All electronic bids shall be deemed to incorporate the provisions of
this Official Notice of Sale and the form of Official Bid Form.
Good Faith Deposit: A cashier's check in the amount of $36,000 may be submitted
contemporaneously with the bid or, in the alternative, a deposit in the amount of $36,000 shall
be made by the winning bidder by federal wire transfer as directed by the District Clerk or
District Treasurer to be received by the District no later than 1:00 p.m. prevailing Central Time
on the day of the bid opening (December 10, 2012) as a guarantee of good faith on the part of
-4QB\18740316.1
the bidder to be forfeited as liquidated damages if such bid be accepted and the bidder fails to
take up and pay for the Notes. The good faith deposit will be applied to the purchase price of the
Notes. In the event the successful bidder fails to honor its accepted bid, the good faith deposit
will be retained by the District. No interest shall be allowed on the good faith deposit. Payment
for the balance of the purchase price of the Notes shall be made at the closing. Good faith
checks of unsuccessful bidders will be returned by overnight delivery for next day receipt sent
not later than the first business day following the sale.
Bond Insurance at Bidder's Option: If the Notes qualify for issuance of any policy of
municipal bond insurance or commitment therefor at the option of the bidder, the purchase of
any such insurance policy or the issuance of any such commitment shall be at the sole option and
expense of the successful bidder. Any increased costs of issuance of the Notes resulting from
such purchase of insurance shall be paid by the successful bidder. Failure of the municipal bond
insurer to issue the policy after the Notes have been awarded to the successful bidder shall not
constitute cause for failure or refusal by the successful bidder to accept delivery on the Notes.
Delivery: The Notes will be delivered in printed form, one Note per maturity, registered
in the name of CEDE & CO., as nominee of The Depository Trust Company, securities
depository of the Notes for the establishment of book-entry accounts at the direction of the
successful bidder, within approximately forty-five (45) days after the award. Payment at the
time of delivery must be made in federal or other immediately available funds. In the event
delivery is not made within forty-five (45) days after the date of the sale of the Notes, the
successful bidder may, prior to tender of the Notes, at its option, be relieved of its obligation
under the contract to purchase the Notes and its good faith deposit shall be returned, but no
interest shall be allowed thereon.
Legality: The successful bidder will be furnished without cost, the unqualified approving
legal opinion of Quarles & Brady LLP of Milwaukee, Wisconsin. A transcript of the
proceedings relative to the issuance of the Notes (including an arbitrage certificate and a nolitigation certificate) will be furnished to the successful bidder without cost. A Continuing
Disclosure Certificate will be delivered at closing setting forth the details and terms of the
District's undertaking and such Certificate is a condition of closing.
CUSIP Numbers: The District will assume no obligation for the assignment of CUSIP
numbers on the Notes or for the correctness of any numbers printed thereon. The District will
permit such numbers to be assigned and printed at the expense of the successful bidder, but
neither the failure to print such numbers on any Notes nor any error with respect thereto will
constitute cause for failure or refusal by the successful bidder to accept delivery of the Notes.
Reoffering Prices: Simultaneously with or before delivery of the Notes, the successful
bidder shall furnish to the District a certificate, made on the best knowledge, information and
belief of the successful bidder, acceptable to bond counsel, stating the initial reoffering prices to
the public of each maturity of the Notes and further stating that a substantial amount of each
maturity of the Notes was sold to the public or final purchasers thereof (not including bond
houses and brokers or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at or below such initial reoffering prices.
-5QB\18740316.1
Official Statement: Bidders may obtain a copy of the Preliminary Official Statement by
request to the District's financial advisor prior to the bid opening. By submitting a bid, the
successful bidder agrees to supply to the District within 24 hours after the award of the Notes all
necessary pricing information and any underwriter identification necessary to complete the
Preliminary Official Statement. Within seven days of the award of the Notes, the successful
bidder will be provided with an electronic copy of the Official Statement in pdf format and up to
10 copies of the Official Statement without cost. Additional copies of the Official Statement
may be purchased from Robert W. Baird & Co. Incorporated up to three months following the
sale of the Notes. If the successful bidder is the manager of an underwriting syndicate, the
successful bidder shall be responsible for distributing copies of the Official Statement to
syndicate members.
Certification Regarding Official Statement: The District will deliver, at closing, a
certificate, executed by appropriate officers of the District acting in their official capacities, to
the effect that the facts contained in the Official Statement relating to the District and the Notes
are true and correct in all material respects, and that the Official Statement does not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
The District also agrees to notify the successful bidder of any material developments impacting
the District or the Notes of which the District becomes aware within 60 days after the delivery of
the Notes.
Undertaking to Provide Continuing Disclosure: In order to assist bidders in complying
with SEC Rule 15c2-12, as amended, the District will covenant to undertake (pursuant to a
Resolution to be adopted by the School Board), to provide annual reports and timely notice of
certain events for the benefit of holders of the Notes. The details and terms of the undertaking
are set forth in a Continuing Disclosure Certificate to be executed and delivered by the District, a
form of which is included in the Preliminary Official Statement and in the Final Official
Statement.
Irregularities: The District reserves the right to reject any and all bids and to waive any
and all irregularities.
Information: The internet address for the Preliminary Official Statement is:
www.bairdbondsales.com. Copies of the Preliminary Official Statement and additional
information may be obtained by addressing inquiries to: Robert W. Baird & Co. Incorporated,
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202; Attention: Ms. Lori Jackson, (414)
765-3827 or the undersigned.
James A. Froemming
Phone: (262) 268-6000
-6QB\18740316.1
December 10, 2012
BID FORM
OZAUKEE COUNTY
$1,800,000
General Obligation Promissory Notes
Mr. James Eden, President
and Members of the School Board
Dear Mr. Eden and Members of the School Board:
For all but no part of your issue of $1,800,000 General Obligation Promissory Notes (the “Notes”), said bid being no
less than $1,800,000 (100.0% of par) and no more than $1,854,000 (103% of par), we offer to pay a price of
$_____________. The dated date and delivery date of the Notes is December 20, 2012. The Notes shall bear
interest as follows:
(April 1)
2013
2014
2015
2016
2017
Rate
________%
________%
________%
________%
________%
(April 1)
2018
2019
2020
2021
2022
The Bidder elects to have the following Term Bond(s):
Final Maturity Date
For Years
April 1, _______
______ to ______
April 1, _______
______ to ______
April 1, _______
______ to ______
Rate
________%
________%
________%
________%
________%
Amount
$_____________
$_____________
$_____________
This bid is made subject to all the terms and conditions of the Official Notice of Sale heretofore received and the
Official Notice of Sale heretofore published, all terms and conditions which are made a part hereof as fully as though
set forth in full in this bid.
The underwriter shall be responsible for paying all costs of issuance on behalf of the District. These costs
include the financial advisor fee, attorney fees, paying agent fee, rating agency fee and the fees for preparing
and printing the Preliminary and Final Official Statement and other miscellaneous expenses of the District
incurred in connection with the offering and delivery of the Notes. The total of these costs is $29,800.00.
A Good Faith Deposit (“Deposit”) in the form of a cashier's check in the amount of $36,000 may be submitted
contemporaneously with the bid or, in the alternative, a deposit in the amount of $36,000 shall be made by the winning
bidder by federal wire transfer as directed by the District Clerk or Treasurer to be received by the District no later than
1:00 p.m. prevailing Central Time on the day of the bid opening (December 10, 2012) as a guarantee of good faith on
the part of the bidder to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and
pay for the Notes.
_____________________________________________
Managing Underwriter
Direct Contact and Phone Number: _____________________________________________
By: _____________________________________________
- Please attach a list of account members For your information, but not as a condition of this bid, the above interest rates result in:
Net Interest Cost $
True Interest Rate
th
%
The foregoing offer is hereby accepted this 10 day of December 2012 by the Members of the Board and in
recognition therefore is signed by the Officers empowered and authorized to make such acceptance.
_______________________________
President
_______________________________
District Clerk

PORT WASHINGTON-SAUKVILLE SCHOOL DISTRICT Ozaukee

Transcription

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