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110220 Study Session Mins Adopted • North Augusta7/ _X South Carolina 's Riueifront MINUTES OF NOVEMBER 2, 2020 Robert A. Pettit, Mayor J. Robert Brooks, Councilmember Pat C. Carpenter, Councilmember Fletcher L. Dickert, Councilmember David W. McGhee, Councilmember Eric H. Presnell, Councilmember Kevin W. Toole, Councilmember ORDER OF BUSINESS • STUDY SESSION The study session for the City Council meeting of the City of North Augusta of November 2,2020, having been duly publicized,was called to order by Mayor Pettit at 6:03 p.m.in Council Chambers on the third floor of the Municipal Center. The study session recessed at 6:52 p.m.and re-convened at 8:05 p.m. to enter into Executive Session, then adjourned at 8:42 p.m. Per Section 30-4-80(e) notice of the meetings was sent out by email to the current maintained "Agenda Mailout" list consisting of news media outlets and individuals or companies requesting notification. Notice of the meetings was also posted on the outside doors of the Municipal Center, the main bulletin board of the Municipal Center located on the first floor, and the City of North Augusta website. Members present were Mayor Pettit, Councilmembers Brooks, Carpenter, Dickert, McGhee, Presnell, and Toole. Also in attendance were James S. Clifford, City Administrator; Rachelle Moody, Assistant City Administrator; Kelly F. Zier, City Attorney; Cammie T. Hayes, Director of Finance and General Services;Richard L.Meyer,Director of Parks,Recreation,and Tourism;John C.Thomas,Director of Public Safety; Thomas C. Zeaser, Director of Engineering and Public Works; James E. Sutton, Director of Public Services; Lillian E. Hodges, Director of Planning and Development; J.D. McCauley, Manager of Human Resources; Ricky Jones,Manager of Information Technology and Sharon Lamar, City Clerk. The members of the public and the media were also in attendance. • ITEM I CITY COUNCIL AGENDA: Items on the November 2, 2020 Council Agenda- Council Discussion Minutes of Study Session of November 2,2020 • City Administrator, Jim Clifford, led Council's discussion of the November 2, 2020 regular meeting agenda. ITEM 2. FINANCE: First Tryon Securities for Advisory Services Relate to Issuer Ratings—Presentation and Council Discussion Walter Goldsmith with First Tryon Securities presented an update on issuer ratings for Council's information pertaining to the bonded funds of the City. Please see ATTACHMENT#2 for a copy of the presentation PowerPoint slides. On the motion of Councilmember Presnell, second of Mayor Pettit, Council agreed to recess the study session at 6:52 p.m. in order to begin the regular Council Meeting. Following the regular City Council meeting, Council re-assembled at 8:05 p.m. in Council's Conference Room for the purpose of continuing the evening's study session. ITEM 3. LEGAL: Executive Session—Request of the City Administrator On the motion of Councilmember McGhee, second of Councilmember Toole, Council agreed to enter into Executive Session for the purpose of: • (2) Discussion of negotiations incident to proposed contractual arrangements and proposed sale or purchase of property, the receipt of legal advice where the legal advice relates to a pending, threatened, or potential claim or other matters covered by the attorney-client privilege, settlement of legal claims, or the position of the public agency in other adversary situations involving the assertion against the agency of a claim Discussion is related to the proposed sale of City property identified as Aiken County Tax Parcels# 007-07-06-003, 007-07-06-004, and 007-07-06-005. Also present for the Executive Session were Lillian E. Hodges, Director of Planning and Development; Cammie T. Hayes, Director of Finance and General Services; J.D. McCauley, Manager of Human Resources; and Sharon Lamar, City Clerk. On the motion of Councilmember Presnell, second of Councilmember Brooks, the Executive Session and the study session adjourned at 8:42 pm. Upon returning to open session, Council did not take action on matters discussed in Executive Session A ROVE HIS DAY OF Respectfully submitted, 1 20 Df di1IIO • Sharon Lamar, City Clerk Robert A. Pe it, ayor r NN �r ,rrrlr l :crlYllirur'�+ I �i� crlrc ,r ) i ADVISORS WALTER GOLDSMITH. Managing Director 1355 Greenwood Cliff, Suite 400 Charlotte, NC 28204 (704) 926-2453 D wgoldsmithWirsttryon.com = m z 4t fJ City of North Augusta, South Carolina October 30, 2020 • Introduction Overview: On October 21, Moody's downgraded the city's issuer rating to Al front Ari.� rliie to its relatively high debt burden and below average financial reserves. Moody's also affirmed the City's instal I,,iont pwdiase rew�ni n bond rating of A2. Moody's Observations: The City of North Augusta, South Carolina (A1) has a moderately sized and growing tax base that benefits from steady population growth and a stable labor market. The City's financial operations are sound, but its reserve position is below that of similarly rated cities. Likewise, the City's debt burden is significantly higher than its Al-rated peers and escalating annual debt service requirements could lead to an increase in the City's fixed-cost ratio. The coronavirus and related economic slowdown have caused some of the City's revenue to decline, primarily hospitality fees, accommodations taxes and parking and stadium revenue, These revenue comprise a relatively small share of the City's overall revenue rnix and, to date, have been largely offset by growth in other revenue streams. On October 21, Moody's downgraded the City's issuer rating to Al from Aa3 due to its relatively high debt burden and below average financial reserves. Moody's also affirmed the City's installment purchase revenue bond rating pf AZ 1 'I I 1 ( 1� N Member.FINRF c,SIPC,4SP8 Registrant —'/ ADVISOR s • Overview of Latest Credit Report Provided below is a summary of North Augusta's credit strengths and weakness as provided in Moody's latest credit report: Credit • it Weaknesses ■ Growing tax base supported by steady Above average debt burden and population growth and resilient local growing fixed costs economy ■ Reliance on economically sensitive ■ Sound liquidity provides a cushion to the revenues to pay for annual debt City's exposure to recent revenue declines service requirements What Could Lead to an Upgrade What Could Lead to a Downgrade ■ Material and sustained improvement in m Prolonged revenue weakness that fund balance and liquidity pressures general fund operations or • Significant moderation of debt burden and reduces reserves fixed costs ■ Increase in debt burden and/or ■ Upgrade of the city's issuer rating (IPRB pension burden rating only) ■ Downgrade of the City's issuer rating (IPRB rating) ■ Heightened risk of non appropriation, which could be caused by sustained weakness in revenues dedicated to repayment of debt (IPRB rating) Member FINRA&SIPC,MSRB Registrant • • Credit Ratings Bonds issued in the public market are typically rated by one of the three primary rating agencies (Moody's, S&P and Fitch). 40 STANDARD RVICESS Fitch Rat n�S MOODY 5 RATINGS SERVICES EI'�d INVESTORS SERVICE Mr.ORAW fill FINANOW A credit rating is an opinion by a rating agency as to the willingness and ability of an issuer to repay principal and interest in full on a timely basis. Investment Grade Ratings Moody's/S&P/Fitch Highest Quality Non- Investment Investment Grade Grade Very Strong Ba Baal Capacity - Caafl Aa � Ca Strong Capacity Aaa Adequate ::• Member:FINRA&SIPC,MSRB Registrant i s c Moody's Rating Methodology In 201.4, Moody's released a released a revised rating methodology for general obligation bond issuers that moved towards a more quantitative approach. In order to provide greater transparency in how they evaluate a given credit, Moody's introduced a scorecard approach to help issuers more objectively assess their strengths and weaknesses. One of the primary objectives of Moody's analysis is to measure a local government's overall means and wherewithal to meet financial obligations fron-1 all of the resources at its disposal It is important to note that the scorecard is only a starting place and serves only as a guide for Moody's rating analysts. The County's score may be adjusted to include additional metrics and for qualitative factors, Sultifactor Broad Rating Factors Rating Subfactors weightin Economy/Tax Base.. Tax Base Size(full value) 10% Full Value Per Capita 1.0111, Wealth(median family income) '10,14, .. .. Finances FundBalance.(0/6ofrevenues) 10% Fund Balance Trend(5-year change) Cash Balance(%of revenues) 109E Cash Balance Trend(5-year change) 50% Management Institutional Framework Operating History 04' Debt/Pensions Debt to Full Value 5% Debt to Revenue 51% Moody's adjusted Net Pension Liability(31e01 average) to Full Value 511% Moody's-adjusted Net Pension Liability(3 year average) to Revenue 5 Member FINRA&SIPC.MSPB Registrant ., Moody's Rating Methodology As previously stated, the Moody's scorecard is a starting baseline for a rating which reflects the main elements key to the analysis of a credit The scorecard organizes the analysis into four broad rating categories: economy/tax base, finances, management, and debt and pensions For each one of these four categories, Moody's selected 2-4 quantitative measures that indicate how on issuer performs in each category For a given credit, the analyst will assign a score for each subfactor, and the preliminary score is produced based on multiplying the weight and score of each subfactor, 1I Id summing together the results The below graphic Illustrates the approach that Moody's takes when deciding a rating for a particular issuer Economy/ Tax Base Finances M€mprfi@tit Debt/ Pensions I a Base size IIo"al Ftlnd Doian&e 0 of InstltupoFlal Era OldV/pub, Dei4 to FAIVaINe1 /4venu481110`'ct 116%1 FNI Value Per Capfta peat to flovelwe 15":i 110"v Fend 9aldnee Trend 15";I 013woting History Ilt1` /Rgj[istet7 Net Peltsion Wealth 110'ml Cash Balnnrtl Iwo of Pag14y to Ftlll ValNe 154-:I r4venuas1116:' tldi4000 Net Pension Cash Balonce Trend 16- U.10tllty to ReyenFre 1541 30% yeafchangell5°,:.130% 20% 20% other qualitative tectur41RQludingntpltl-yeaf[ra1tt15 any Qnvarnanse and monegeotent are Inor rparated Into ar.Issuer s ratingFinal . Rating i Member:FINRA&SIPC.MSRB Registrant 1 A c•�i s 0 a s North Augusta Moody's Scorecard ( FY 2019) I erA01 Wd4yUl M ulr. ��.,nr.�lll o.�•nmµru I(191r � Ur z.. ' •�'I ,i,i.db.p ryrn m•� lows „ t✓ur Total � � - I ' ' Member:FINRA&SIPC,MSRB Registrant g - Fy 2015 Moody's Scorecard Broad Rating Sublactor Implied Factors Rating Subfactors Weighting Value Rating Economy/Tax Base Tax Base Size(full value)($000i 10%k 1,f01,777 Aa3 Full Value Per Capita 101Y, 72,686 Aa3 Wealth(median family income) 10% 91.1 Aa3 n 10"/,, 26.83 Aal. Finances Fund Balance(/�of revenues) Fund Balance Trend (5-year change) 5'/, 15.38 Aa2 City Cash Balance I%of revenues) 10's11, 27.65 Aaa Baa ❑A Cash Balance Trend(5-year change) 519., 23.00 Aai 8a Aa Management Institutional Framework 10"! 5C Aa2 Operating History 10's L.03 Aa2 8& Below Aaa Debt/Pensions Debt to Full Value 5/, 0.92 Aa1 Debt to Revenue 5Z 0.74 Al Moody'%-adjusted Net Pension Liability(3-year average)to Full Value('%,) 51Y. 2.13 Al Moody's,adjusted Net Pension Liability(3-year average)to Revenue(X) 5'it, 1.72 Al Average Score 2.14 Implied Rating Aa2 «Calculated by First Tryon Advisors Member:FINRA&SIPC,MSRB Registrant - • FY 2016 Moody's Scorecard Broad Rating Subfactor Implied Factors Rating Subfactors Weighting Value Rating Economy/Tax Base Tax Base Size(full value) ($000) 10 1,659,698 Aa3 Full Value Per Capita 101$ 74,393 Aa3 Wealth(median family income) le'!t, 93.1 Aa3 Finances Fund Balance(%of revenues) 10'Y 32.36 Aaa Fund Balance Trend(5-year change.) 595 18.63 Aa2 City Cash Balance(`N,of revenues) 10/, 33.80 Aaa Baa A Cash Balance Trend(5-year change) 5'Z. 27.80 Aaa Ba Aa Management Institutional Framework 10':k� SC Aa2 Operating History 10' 1_03 AIR �13& Below Aaa Debt/Pensions Debt to Full Value 5r;, 0.91. A.iI Debt to Revenue 6's;, 0.81- A] Moody's-adjusted Net Pension Lmbililq(3-yv;u average)to Full Value('Z�) 5116 2.01 Aa3 Moody'sadjusted Net Pension I wbllity(3-ynnr average)to Revenue(X) 5',t, 1..78 A2 Average Score 2,07 Implied Rating Aaa *Calculated by First Tryon Advisors ll I I . Member FINRA r SIPC,MSRB Registrant c • FY 2017 Moody's Scorecard Broad Rating Subfactor Implied Economy/Tax Base Tax Base Size(full value)(R000) 40% 1,828,175 Aa3 Full Value PerCapitn 1.0°a, 82,099 Aas Wealth(median family income) 10,x� 89.5 At Finances Fund Balance(A of revenu(!s) 101", 27.82 Aa 1 city Fund Balance Trend(5-year change) 5111, 10.93 Aa3 Cash BAI911Ce(%,Of revenues) 10,X1 s1.8 L Aaa Baa FA Cash Balance Trend(5-year change) 5 <, 2;3.37 Aa1 Ba Aa Management Institutional Framework l0`7, SC Aa2 Operating History 10 L.02 Al B& t3elow Aaa Debt/Pensions Debt to Full Value 5111, 3.87 A3 Debt to Revenue 5111, 3.49 Baal Moody's-adjusted Net Pension Liability(3-year average)to Full Value, IT,) 5?C 1.75 Aa3 Moody's-adjusted Net Pension Liability(3-year average)to Revenue(X) 5%6 L.58 Al Average Score �•30 Implied Rating Aa3 ;Calculated by First Tryon Advisors Member FINRA&SIPC,MSRa RegretrJW - - FY 2018 Moody's Scorecard Broad Rating Subfactor Implied Factors Rating Subfactors Economy/Tax Base Tax Base Size(full value)($000) 10:! 1.887,487 Aa3 Full Value PerCaplta 1.0'., 83,506 Aa3 Wealth(median famllyincome) 10s, 94.1 Aa3 Finances Fund Balance(°6,of rovenuesl 10°G 23.19 Aa2 City Fund Balance Trend(5-year change) 5 7.97 AJ. B aa �A Cash Balance('N,of revenues) 10,!" 25.44 Aria ❑ Cash Balance Trend(5-year change) 5`%a L7 22 Aa2 Ba Aa Management Institutional Framework 101X, SC Aa2 Operating History 10°i� L.02 Al BK Below Aaa Debt/Pensions Debt to Full Value 51 3.74 A3 Debt to Revenue 5'1,11, 3.51 Baa 1 Moody's-adjusted Net Pension Liability(3-year average)to Full Value('X,) 5"', 1.84 Aa3 Moody's-adjusted Net Pension Liability(3-year average)to Revenue(X) L.73 A2 Average Score 2.36 Implied Rating Aa3 *Calculated by First Tryon Advisors Member:FINRA r sIPC,MSRB Registrant 10 -� • • Current Moody's Scorecard ( FY 2019) Broad Rating Subfactor implied Factors R�Itiflg • - Economy/Tax Base Tax Base Size(full value)($000) 10% 1,942,475 Ae3 Full Value Per Capita 10's. 85,939 Aa3 Wealth(median family income) 10%;. 94.1 Aa3 Finances Fund Balance('G,of revenues) 10"/,� L5.48 Aa3 City Fund Balance Trend(5-year change) 5"', 0.34 A3 Cash Balance(%of revenues) 101 , 25.55 Aoa Baa ❑A Cash Balance Trend(5-year change) 5'% 16.87 Aa2 Ba Aa Management Institutional Framework 10% SC Aa2 Operating History 101s11 1.01. Al BF, Below =,a Aaa Debt/Pensions Debt to Full Value 5% 3.6 . A3 Debt to Revenue 51Y,-, 3.27 Baa, Moody's•ad)usted Net Pension Liability(3-year average)to Full Value(`%r) 51M 1_87 Aa3 Moody's-adjusted Net Pension Liability(3-year average)to Revenue 5 1.68 Al Average Score 2,46 Implied Rating Aa3 *Calculated by First Tryon Advisors Member*FINRA&SIPC.MSRB Registrant <.•:-,;_ , • Recent Credit Rating Trends Impact of the Pandemic Across Sectors Moody's lowered its outlook to negative on all sectors excep for housing finance agencies and public electric and water utilities, signaling a greater chance of downgrade in the next 12 to 24 months, The second quarter also marked the first in three years that Moody's public finance downgrades outpaced upgrades. S&P assigned a negative outlook to about 1,500 entities, meaning there's a one in three chance a rating will change in as long as two years. Impact of the Pandemic on Local Governments In the July, Moody's took rating actions on 131 issuers, which resulted as follows: 70.2% had ratings affirmed or confirmed 16.8% were downgraded or placed on review 13.01% were upgraded Moody's has stated that "among local governments, negative rating actions in some cases reflected coronavirus-related stress compounding adverse trends, including narrow operating margins and weak financial reserves". `T�9�.1 � Member:FINRA&SIPC.MSRB Registrant I n o�i s o • Appendix: Economy/Tax Base Since a local government's ability to repay debt is ultimately based on the underlying strength of its tax base, Moody's places a strong emphasis on the size and stability of the issuer's tax base as well as the local economic conditions that impact the tax base Moody's measures the size of the tax base by looking at the market value of taxable property accessible to the municipality. The rationale behind looking at this measurement is that larger tax bases are typically able to withstand economic shocks and often represent a more flexible and diverse source of revenues. Moody's uses an entity's Median Family Income as a proxy for the overall wealth levels of a local economy. This can indicate to an investor the issuer's ability to raise tax rates if necessary to meet debt payments. Economy/ Tax Base Tar Base size 110,,1 FUR value Per capita 110's, wealth i lw 30% v y d 11t�� 1 ;'1 �tT'i.df Member:FINRA&SIPC,MSRB Registrant 13 N o V I S 0 a Appendix: Finances An issuer's financial position Is crucial to determining iL, ability to react to unforeseen events, meet Its existing obligations and its ability to take on new financial obligations s.rwI1 :r, c11,bt --,'wire payments. When the analyst is determining fund balance levels and operating! revenues for I;I,, entity, their analysis does not just include the general fund. Rather, an analyst will also include any other fund th.It i-; t 1s(ed to tit lance cure governmental services, and group them together as "operating funds". The determination of what is cotrsr_b It',I ,.Ili ngnarating fund is often left to the judgment of the analyst. In addition, fund balance levels will only represent the "available" fund balance. This will exclude "nonspendable" resources as well as some restricted resources that Moody's believes are not usable for operating purposes, Finances FItnd BalanCo 1'n of revenuasi 110';1 Fund Ra tance Trencl i 5?;r Cash Balance N or revenuesl 110'':.t Car>h eaian45 Trend!b- yearchanaeI V1 110% Member FINRA&SIPC.MSRB Registrant 14 • Appendix: Management The legal environment of a local government can have a strong impact on its ability and flexibility to meet its financial obligations and extract resources from its local economy. In the institutional framework factor, Moody is acknowledging that the ability of a local government to raise revenues can vary among issuers across different states due to the unique laws of each state. Thus. the issuer is assigned an institutional framework score based on the specific score assigned to the state in which it is In,iAl A tataors that drive a state's score include tax caps, organized labor, public approval requirements to increase revenues pr„didahiliiy of costs, and state imposed limitations on fund balances or reserves. The other subfactor in this category, "operating history", which measures the five year average of the ratio of operating revenues to operating expenditures, indicates a municipality's demonstrated ability to operate successfully in the given institutional environment. MArj9891`110t IflR[It4ifIR(9PI F(FH1cWR1h I�9s41 (J[)ofa[INQ H16(R9'�lta5'I 20% Member:FINRA 3 SIPC,MSRB Registrant 19 - `. Appendix: Debt / Pensions An issuer's existing debt and pension liabilities provide a strong indication of its long-term leverage. Moody's selected "debt to full value" and "debt to revenue" as indicators of an issuer's overall debt burden in order to illustrate the magnitude of its debt relative to its resources (.tax base) and oper:ll ions (operating revenue). Rather then taking an issuer's pension liability as reported on the balance sheet, Moody's uses an internal standardization process to calculate the adjusted net pension liability (ANPL) ht-1a ; Pensions I n3C4 to mull vattte I5°;t Dent to Rw,aque 15'=i A0Jueteo 118, Perl�upin poolllry to Fol Value 15`--1 Aglustap¢het Persian LieUlhty to Revenue 15':, 20% Member:FINRA G SIPC.MSRB Reg,strant 16 Appendix: Below the Line Adjustments As a previously stated, Moody's emphasizes that the scorecard tool is not a calculator, but merely a starting point for a credit analysis. The scorecard will not match the actual rating in every case for many reasons including the following: A scorecard is based on historical numbers; final ratings need to consider forward-looking elements The scorecard only includes major rating drivers common to most issuers and other issuer specific factors might come into play Moody's notes various scenarios that can lead to a below the line adjustment. These adjustments include (but are not limited to):the ultimate security of the bonds (i.e. unlimited/limited tax pledge), economic conditions (Le. regional economic center or economic concentration), unusual strong or weak budget planning, and a history of missed debt payments. 4therauFllfErRlv4 fegt9ln n§ludingmulp vaartrend4 An€19"i rnan@e and mana$emsnt are ineerndreted lilt@ an i§auer:4 f40114: r Member;FINRA&SIPC,MSRS Registrant 17 <n V I5 0 F 5 Moody's Scorecard Guide Subfactor weight Ass As A Bea Be B Numedcal Scots lut,W 4.6 a fn'. .i to .l 4,S to A,0 4.b W v. o .a- Economy/Tax Base Tax$asa Sce tull Valuol($000) 10.01t, '6128 $128 • 1 1.L'IS $1.40 ten• e246M $20M $.L20M $12Ohl $601,11 <.$60M Full Value Per Capita 10.0% '$16t),000 $161),lhul I $01jd)00 $ri 000,ex$31,00P $3ib,lu U>111$20,000 $'.?OAQO e n 1$10,000 '$10.000 Wealh(medlan h9a111y mammal 10.0% +150"t of US median 1501,rev)-u U6 median i)0i.if,7r0:of O$melan 76'v.to 50'sn(US nladlen SO%m AO^,.of USmedlan 49K,of US median Financial Strength Find Balance(%of rnveuuas) 10.0 . 130W- '.10'%, n'IF)'a, I'.r:. a 5'Y, 5l, n-rl y. 01S-11 2_5% s2.511. Fund Hnlmlco Trond(5 Wmrehanye) 5.0'H, ]it_,-1 1)A, ON an>-1(Il.'. ilh:. It-1(3Y,. •.IV Cash Balance('x,of royenuee) LD.(y%, 25?a 14) 10::,:n>6'u 5.7b r.n IOv 04t::n> 2.5% 2.4v. Cash Balance Trend(Symirchari 5.01x '25::. 26' tU 1' It U'% O%Ln> 10$, 10i.i?nx 1$'x. s-1$"4 Management Very strm)glagal.,00uy l.• soon Ja, y Modsn,te legal shinty In � W � W vary poa'orno lagal ability to r' tal Milo or.vol..:, IJ0ltanl Id1Ah tntlins resources tending match resomces with Institutional FrameWoM 10.0'p� mauhreseurcu,won ,�urccs wnh sl>u')r%1'ix males raSfx,mae with i7+rxrtppe wdpslx)dding rexnurcee ynlh 6PAneing epeneing elx9)A1116 spending Operating History 10.0% U'-„ LAS: n>li)tx 1.O'2x;:n 0.95x 0.95a2 n>0.92x -0.92% Debt/Pensions Oeht to Full Vale, 0.7.v,: n<1.75'1, 1.7514,c n v+A 4;�: if<ION 10%S 1114 15% beet to Rewnuo 6.0% <r133a ii67x 0.67xbn-3% 39n11=5x Sit n<7x >7x Moody'sadbrsted Net Prmslon Liability 6.0v, „1141„ 0 2.1'.. 2.t%E 11 4 B'iL 4.8w,:it<12',1 12%5 n c 18% >18% (3 year average)to Full Value(N) Moody's adluetad Net Pension llabllity 60,y . O.Ax Oax:'.n<U.Bx 0.8x Win:36% IAN,11 6a ON 4nF BAx >8Ax (3 year average)to Revenue(XI Source:Moody<Investors Service Mtn , + 0.5 1 1.83 247 M,, 15 1B3 2.'17 2.5 2.8 3 3.17 t IF 3.83 4.1/ 4 4.83 5.17 .5.6 5.83 5.17 6.6 Member FINRA A.SIP(].MSRB Registrant � g ;R � .+ovisoas Disclaimer First Tryon Advisors is a business of First Tryon Securities LLC, This communication is for informational purposes only and should not be construed as an offer or solicitation to soil of I n ly any securities. This material does not provide tax, regulatory, accounting, or legal advice. 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