MINUTES SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS JUNE 18, 1:30 P.M. HEADQUARTERS BOARD ROOM

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1 MINUTES SOUTHSIDE ELECTRIC COOPERATIVE MEETING OF THE BOARD OF DIRECTORS JUNE 18, 1:30 P.M. HEADQUARTERS BOARD ROOM PRESENT: STAFF: GUEST: Frank W. Bacon (Chairman) Earl C. Currin, Jr. (Vice Chairman) Paul S. Bennett (Secretary) Herbert E. Winn (Treasurer) Dorsey L. Drawhorn Charles J. Friedl Michael A. Lobue Kristie Martin-Wallace William T. White John M. Boswell (General Counsel) Christine Marston (Minute Taker) Jeffrey S. Edwards, President/CEO George A. Felts, VP of Engineering & Operations Services Danny J. Hammond, VP of Finance & Corporate Services Jean H. Morris, VP of Human Resources Allan A. Sharrett, VP of Public & Member Relations Jason Loehr, Controller Dr. Frank Bacon presided and Dorsey Drawhorn gave the invocation. PREVIOUS MINUTES On motion made and seconded: The Minutes of the May 21, 2015 Board Meeting are approved as presented. ODEC REPORT The ODEC report was given by Earl Currin and Jeff Edwards. PRESIDENT/CEO S REPORT MOTION CARRIED 1. The SEC Financial and Statistical report for May 2015 was reviewed and is attached to and made a part of the Minutes. 2. The Institute of Electrical & Electronics Engineers (IEEE) outage data and safety report for May 2015 were reviewed in detail: 1

2 IEEE Outage Data a. System Average Interruption Duration Index (SAIDI) and System Average Interruption Frequency Index (SAIFI) were below historical fiveyear values. b. Customer Average Interruption Duration Index (CAIDI) was above historical five-year values. c. There were no power supplier outages during the month. Safety Report a. No lost-time injuries reported in May b. Total lost-time accumulated in May was 0 days c. As of May 31 st, employees have worked 697 days without a lost time injury. 3. Carol Hutchinson, Brad Ashwell and Troy Burgess are in charge of the Day in the Life of a Lineman Program and were instrumental in assisting a student in acquiring a scholarship to the Southeast Lineman Training Center in Trenton, Georgia. 4. Southside Virginia Community College (SVCC) lineman school discussions are ongoing and effort is being made in trying to get the program started. Cooperatives have come to the college s aid through equipment and monetary donations. Jeff Edwards recommended that the Board donate $10,000 a year for the next 5 years towards this program. On motion made and seconded: SEC will donate $10,000 a year for the next 5 years in support of the SVCC lineman school. MOTION CARRIED 5. Vendors of the Cooperative have also agreed to make monetary and equipment donations to help establish the SVCC lineman school. A competitive grant of $200,000 is available through Governor McCauliffe s office. The VMDAEC will complete the grant application and submit it for consideration. 6. Western District facility discussions are ongoing. A parcel of land has been located and an engineering firm is working with the Virginia Department of Transportation (VDOT) to identify entrances to the property. Pending zoning approvals negotiations will begin. 7. Channel 12 will be visiting the Northern District office to do a story on two SEC employees who had responded to an outage that had affected a member who has a critical medical issue and due to the efforts of these employees the member was put at ease. 8. George Felts had a phone conversation with Rural Utilities Service (RUS) regarding the Center Star upgrade environmental report which should be completed by June 24 th. It will be available for review after July 13 th for members allowing for a 30-day comment period. Following the comment period a final 2

3 report will be completed by mid-september. RUS archeologists will also prepare a report on the historical aspect of the land. NEW BUSINESS 1. The Cooperative Finance Corporation Cooperative (CFC) System Integrity Fund: a. CFC has requested contributions of 5% of the Cooperative s CFC patronage capital refund for b. It is recommended that the donation be made for the All Energy purpose which protects the rights of rural electric systems to provide any energy service to consumers. On motion made and seconded: The All Energy 5% contribution to the System Integrity Fund is approved. 2. Power Requirements Study (PRS) update: MOTION CARRIED a. PRS is an annual projection of members, peak loads and energy sales; forecasts 15 years into the future and is required by Rural Utilities Service (RUS). b. Old Dominion Electric Cooperative (ODEC) and Cooperative Staff prepare the study based on the Form 7 and other load data on industrial and commercial consumers. ODEC uses economic and weather models to forecast future loads based on historical data. c. Used for load projections in the Long Range Plan and Two-Year Work Plan. Also used for financial forecasts, loan applications and annual budgets. d. Projected minimal residential growth. e. Total kwh projections have been reduced indicating a slower growth in consumption as compared to previous projections. f. System demand is forecast to increase steadily due to extreme temperatures. SEC s system has been directly impacted due to the extremely cold winters in 2014 and On motion made and seconded: The Power Requirements Study is approved as presented, along with the Resolution for the same, which will be attached to and made a part of the minutes. MOTION CARRIED Agenda item Amended Pension Restoration Plan moved to the end of New Business 3. Director Education: a. Terms & Conditions Residential Line Extension Policy: 3

4 Can be found on SEC & SCC websites Average cost for line extensions provided by SEC s engineering department SEC will invest $3,000 towards a line extension and the applying member funds anything in excess Cost of Service includes revenue, cost of power and operating expenses Investments will take approximately 45 years for SEC to see any operating income from an account In 2014, SEC added 550 accounts with 440 accounts paying aid to construction through 5-year, 0% loan provided by the Cooperative b. Member Voting Qualifications: Bylaw requirements: Primary residence or business Signed membership application Purchase energy from Cooperative Comply with Articles of Incorporation, Bylaws, Terms & Conditions and Rules & regulations adopted by Board Membership fee Privileges of being a member Capital Credit retirement Voting at Annual meeting Ability to sign petitions Receive services Cooperative Living magazine Member not a customer Common Problems Encountered Joint memberships (relationship dissolves) Non-joint memberships (member is the name on application) Deceased members/accounts Church/organization designee Identity theft Application process ACTION: Allan to provide information in the Cooperative Living magazine regarding the importance of membership. 4. Virginia, Maryland & Delaware Association of Electric Cooperatives (VMDAEC) Scholarship Fund: a. A fund available to high school seniors whose families are served by cooperatives in the Association. b. Students who are awarded the scholarship will receive $1,000 towards post-secondary education. 4

5 c. Jeff Edwards asked that the Board consider making a $3,500 contribution to the scholarship fund. On motion made and seconded: A $3,500 contribution will be made to the VMDAEC Scholarship Fund. MOTION CARRIED 5. In preparation for the National Rural Electric Cooperative Association (NRECA) Regional meeting, selection of voting delegates are needed: Voting Delegate: Michael A. Lobue Alternate: Jeffrey S. Edwards On motion made and seconded: The selection of voting delegates to the NRECA board is approved. EXECUTIVE SESSION MOTION CARRIED The Board went into Executive Session at 3:48 p.m. to discuss the Amended NRECA Pension Restoration Plan (PRP). The Board returned to regular session at 3:59 p.m. On motion made and seconded: The amended Pension Restoration Plan and associated resolution are approved as presented. LEGAL REPORT MOTION CARRIED An Order was entered in the Sutton v. Southside Electric Cooperative matter in favor of the Cooperative and the case has been dismissed. The member has 21 days to appeal. Condemnation cases will be filed in the right-of-way acquisition for the Powhatan to Amelia 115kV transmission line located in Powhatan and Amelia counties and the Center Star 115kV transmission line located in Dinwiddie County. The Board reviewed the Resolution Authorizing Condemnation. On motion made and seconded: The use of condemnation to secure right-of-way rights for the Powhatan to Amelia and Center Star transmission line projects, along with the associated resolution, are approved. MOTION CARRIED 5

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7 STATEMENT OF GENERAL FUNDS AND OTHER ASSETS May 31, 2015 General Fund Cash in Banks 10,428, General Funds Invested CFC - CTC's 2,186, CFC - Patronage Capital 1,939, Federated Insurance Corporation 309, VED Corporation Incorporated 66, TEC Trading Incorporated 622, Town of Hurt 1, Notes and Accounts Receivable Electric Consumer 8,788, Other Accounts Receivable 3,153, ,497, Material and Supplies in Stock 684, Construction Work in Progress to be Paid from Construction Funds 0.00 TOTAL 28,182, Construction Funds Available First Citizens Bank 0.00 NOTES STATISTICS CFC & FIRST CITIZENS BANK CFC RUS & FFB LINE OF CREDIT Allocation Under Notes 56,969, ,337, ,000, Advance to Date 56,969, ,337, ,449, Balance Available for Advance 10,550, Gross Obligations 60,360, ,925, ,550, Interest Paid This Year 772, , , Page 1 of 6

8 Southside Electric Cooperative For the Month Ending May 2015 Comparative Operating Statistics Y-T-D 2014 Y-T-D 2015 May 2015 New Services Connected Meters Removed Meters Reinstalled Services Idle, Excluding Seasonal Number of Services Retired Total Consumers Receiving Service Total Miles Energized , ,174 4,322 4, ,776 55,199 55,199 8,192 8,225 8,225 Meters Installed - New Services January February March April May June July August September October November December Total Page 2 of 6

9 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /12/2015 8:38:59 am General Ledger Financial And Operating Report Electric Distribution Page: 1 INCOME STATEMENT FOR MAY Year - To - Date Period - To - Date Item Last Year This Year Budget Current Budget 1. Operating Revenue and Patronage Capital 53,844, ,163, ,316, ,362, ,488, Power Production Expense Cost of Purchased Power 32,256, ,823, ,613, ,599, ,118, Transmission Expense 2, , Regional Market Expense Distribution Expense - Operation 1,293, ,351, ,569, , , Distribution Expense - Maintenance 4,545, ,710, ,999, , , Customer Accounts Expense 969, , , , , Customer Service and Informational Expense 1,020, ,103, ,193, , , Sales Expense 115, , , , , Administrative and General Expense 2,377, ,598, ,473, , , Total Operation & Maintenance Expense (2 thru 11) 42,581, ,732, ,940, ,636, ,364, Depreciation & Amortization Expense 14. Tax Expense - Property & Gross Receipts 15. Tax Expense - Other 16. Interest on Long-Term Debt 17. Interest Charged to Construction - Credit 18. Interest Expense - Other 19. Other Deductions 20. Total Cost of Electric Service (12 thru 19) 21. Patronage Capital & Operating Margins (1 minus 20) 22. Non Operating Margins - Interest 23. Allowance for Funds Used During Construction 24. Income (Loss) from Equity Investments 25. Non Operating Margins - Other 26. Generation and Transmission Capital Credits 27. Other Capital Credits and Patronage Dividends 28. Extraordinary Items 29. Patronage Capital or Margins (21 thru 28) 3,866, ,138, ,992, , , , , , , , ,667, ,510, ,664, , , , , , , , , ,741, ,007, ,230, ,140, ,822, ,102, ,155, ,085, , , , , , , , , , , , , , , , , , , , ,017, ,884, ,530, , , Operating - Margin Non Operating - Margin Times Interest Earned Ratio - Operating Times Interest Earned Ratio - Net Times Interest Earned Ratio - Modified 5,017, ,884, ,530, , , Page 3 of /pro/rpttemplate/acct/2.32.1/gl/gl_standard_financial.xml.rpt Lynn

10 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /12/2015 8:39:00 am General Ledger Financial And Operating Report Electric Distribution Page: 1 BALANCE SHEET FOR MAY 2015 Last Year This Year Variance ASSETS AND OTHER DEBITS 1. Total Utility Plant in Service 299,807, ,205, ,397, Construction Work in Progress 8,327, ,934, ,606, Total Utility Plant (1 + 2) 308,134, ,139, ,004, Accum. Provision for Depreciation and Amort. 84,096, ,280, ,183, Net Utility Plant (3-4) 224,037, ,859, ,821, Non-Utility Property (Net) 37, , , Invest. in Subsidiary Companies Invest. in Assoc. Org. - Patronage Capital 43,541, ,504, , Invest. in Assoc. Org. - Other - General Funds 2,462, ,497, , Invest. in Assoc. Org. - Other - Nongeneral Funds Invest. in Economic Development Projects Other Investments 1,030, ,065, , Special Funds Total Other Property & Investments (6 thru 13) 47,072, ,101, ,028, Cash - General Funds 2,632, ,428, ,795, Cash - Construction Funds - Trustee 1,427, ,427, Special Deposits Temporary Investments Notes Receivable (Net) Accounts Receivable - Sales of Energy (Net) 8,566, ,788, , Accounts Receivable - Other (Net) 2,613, ,153, , Renewable Energy Credits Material and Supplies - Electric & Other 687, , , Prepayments 522, , , Other Current and Accrued Assets 4,750, ,085, ,335, Total Current and Accrued Assets (15 thru 25) 21,199, ,884, ,684, Regulatory Assets 1,155, , , Other Deferred Debits 6,771, ,730, , Total Assets and Other Debits ( thru 28) 300,236, ,002, ,765, Page 4 of /pro/rpttemplate/acct/2.32.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

11 SOUTHSIDE ELECTRIC COOPERATIVE Revision: /12/2015 8:39:00 am General Ledger Financial And Operating Report Electric Distribution Page: 2 BALANCE SHEET FOR MAY 2015 Last Year This Year Variance LIABILITIES AND OTHER CREDITS 30. Memberships 227, , Patronage Capital 93,990, ,635, ,644, Operating Margins - Prior Years Operating Margins - Current Year 5,017, ,884, ,133, Non-Operating Margins Other Margins and Equities 147, , , Total Margins & Equities (30 thru 35) 99,383, ,884, ,500, Long-Term Debt - RUS (Net) 17,597, ,068, , Long-Term Debt - FFB - RUS Guaranteed 91,160, ,229, ,068, Long-Term Debt - Other - RUS Guaranteed Long-Term Debt - Other (Net) 60,308, ,609, ,699, Long-Term Debt - RUS Econ. Devel. (Net) Payments - Unapplied Total Long-Term Debt (37 thru 41-42) 169,066, ,907, ,840, Obligations Under Capital Leases - Noncurrent Accumulated Operating Provisions 115, , Total Other Noncurrent Liabilities ( ) 115, , Notes Payable 13,800, ,550, ,250, Accounts Payable 5,593, ,649, ,056, Consumers Deposits 2,563, ,656, , Current Maturities Long-Term Debt 6,483, ,378, , Current Maturities Long-Term Debt - Econ. Devel Current Maturities Capital Leases Other Current and Accrued Liabilities 2,871, ,893, ,021, Total Current & Accrued Liabilities (47 thru 53) 31,312, ,128, , Regulatory Liabilities Other Deferred Credits 359, ,967, ,608, Total Liab. & Other Credits ( thru 56) 300,236, ,002, ,765, Current Assets To Current Liabilities 0.68 to to 1 Margins and Equities To Total Assets % % Long-Term Debt To Total Utility Plant % % Page 5 of /pro/rpttemplate/acct/2.32.1/gl/gl_standard_financial_bal_sheet.xml.rpt Lynn

12 Statements of Cash Flows Southside Electric Cooperative Cash flows from operating activities Period ended Period ended May 31, 2015 May 31, 2014 Electric revenue received $ 59,590,352 $ 54,881,815 Power supply paid (36,021,479) (31,807,672) Operating expenses paid (10,815,788) (10,643,632) Interest received 59,129 51,015 Interest paid (1,615,795) (1,629,661) SERP payout (1,066,579) FEMA monies received 348,548 Cash flows provided by operating activities 11,196,419 10,133,834 Cash flows from investing activities Investment in electric plant,net (4,882,484) (6,505,699) Proceeds from disposal of plant 130,417 Installment loans issued (618,310) (450,435) Investment in CRC (10,000) Proceeds from retirement of CTC's 14,104 Cash flows used in investing activities (5,370,377) (6,952,030) Cash flows from financing activities Proceeds from lines of credit Payments on lines of credit (5,250,000) Proceeds from long term debt 7,000,000 Principal payments on long term debt (2,013,605) (1,666,774) Capital credits paid to members, net (126,801) (135,931) Proceeds from capital credits 64, ,534 Deposits collected from customers (53,985) 81,368 Net change in memberships 235 (85) Cash flows used in financing activities (379,491) (1,352,888) Net change in cash 5,446,551 1,828,916 Cash at December 31, 2014 and ,981,750 2,231,107 Cash at May 31, 2015 and 2014 $ 10,428,301 $ 4,060,023

13 CLASS OF SERVICE No. Receiving Service a. No. Minimum Bills d. Avg. No. Receiving Service e. kwh Sold Cumulative f. Amount Cumulative g. 1. Residential Sales (excl seas.) 52,999 42,279,928 7,576, , ,752,320 48,717, Residential Sales Seasonal 3. Irrigation Sales 4. Comm. & Ind 1000 KVA or Less 1,843 4,322, , ,837 23,273,462 3,025, Comm. & Ind Over 1000 KVA 15 5,409, , ,974,569 2,686, Public St. & Highway Lighting 7. Other Sales to Public Authority 342 3,153, , ,726,285 2,217, Sales for Resale - REA Borr. 9. Sales for Resale - Other PART D. CONSUMER SALES AND REVENUE DATA May 2015 THIS MONTH YEAR-TO-DATE kwh Sold b. Amount c. 10. (1 thru 9) 55,199 55,165,467 9,264, , ,726,636 56,647, Other Electric Revenue xxxxxxxxxxxx xxxxxxxxxxxx 98,142 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 516, Total ( ) xxxxxxxxxxxx xxxxxxxxxxxx 9,362,282 xxxxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxxxx 57,163,592 ITEM PART D. CONSUMER SALES AND REVENUE DATA THIS MONTH YEAR-TO-DATE a. ITEM b. THIS MONTH a. YEAR-TO-DATE b. 1. Net kwh Generated Office Use ,884 1,016, kwh Purchased ,740, ,341, Total unaccounted For 3. Interchange kwh - Net (4 less 5 & 6), ,432,732 5,598, Total kwh (1 thru 3) ,740, ,341, Percent System Loss (7/4)x Total kwh - Sold ,165, Maximum Demand (kw) ,726, Month When Maximum Demand Occurred , ,271 February 2015 Page 6 of 6

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