Fitch Affirms Manatee County School Board, FL's IDR at 'A-'; Outlook Revised to Positive

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1 Fitch Affirms Manatee County School Board, FL's IDR at 'A-'; Outlook Revised to Positive Fitch Ratings-New York-23 August 2017: Fitch Ratings has affirmed the following Manatee County School Board, FL, ratings: --Long-Term Issuer Default Rating (IDR) at 'A-'; --$127 million in certificates of participation (COPs) at 'BBB+'. In addition, Fitch has affirmed the following debt, issued by both Manatee County School District (FL) and Manatee County School Board (FL): --$132 million sales tax revenue bonds at 'A-'. The Rating Outlook is revised to Positive from Stable. SECURITY The COPs are payable from lease rental payments made by the district, subject to annual appropriation, pursuant to a master lease purchase agreement. The district is required to appropriate funds for all outstanding leases under the master lease on an all or none basis. Bondholders are further secured by a leasehold security interest in certain education facilities. The sales tax revenue bonds are payable from the proceeds of the half-cent school capital outlay sales surtax collected within Manatee County and distributed to the district by the State of Florida Department of Revenue. ANALYTICAL CONCLUSION The 'A-' IDR rating reflects the district's strong revenue growth prospects, moderate carrying costs, low long-term liabilities and the adequate ability of the district to manage through budgeting challenges in the event of an economic downturn. The Outlook revision to Positive reflects Fitch's

2 expectation of continued improvement in financial flexibility and reserves, which would support positive rating movement. The one-notch distinction between the IDR and the COPs at 'BBB+' reflects the slightly higher degree of optionality associated with lease payments subject to appropriation. The rating on the sales tax revenue bonds is capped by the district's 'A-' IDR. Pledged revenues continue to provide solid growth prospects and a very high level of resilience through a moderate economic downturn scenario. Economic Resource Base The Manatee County School Board is coterminous with Manatee County (IDR 'AAA'/ Stable Outlook), encompassing 740 square miles on the Florida Gulf Coast. The school board operates 54 schools with K to 12 student enrollments of over 48,000 in the school year. Population growth has been robust with a 2016 population of 375,888, up 16% since the 2010 census, resulting in a corresponding trend of rising enrollments. Charter school enrollments have also seen steady growth, although they comprise only slightly more than 10% of the total student population. The local economy is diversified among services, retail, manufacturing, agriculture and tourism. Unemployment levels have improved from the recessionary peak with current rates below the state and nation. Wealth levels exceed the state average but trail the nation. Assessed values have experienced significant growth in recent years, benefiting from the recovering economy and rising residential home values which have fully recovered beyond pre-recession levels. IDR KEY RATING DRIVERS Revenue Framework: 'a' The district's revenue framework reflects its favorable revenue growth prospects driven by continued solid expansion in population and enrollment. The positive growth factors are tempered by the district's dependence on state-determined revenues and the absence of independent revenue-raising ability.

3 Expenditure Framework: 'aa' The district's instructional costs are the major driver of spending. The district has maintained solid expenditure flexibility despite managed state class size requirements. Fixed costs associated with debt and retiree benefit liabilities are moderate. Long-Term Liability Burden: 'aaa' The district's liability burden is expected to remain low with no new debt planned, rapid debt repayment and its participation in the adequately funded state pension plan. Operating Performance: 'bbb' The district experienced a period of recurring net operating deficits that resulted in a notable decline in reserves in recent years. District management has since enacted measures to control costs, improve internal controls and more accurately monitor budgetary spending, which has resulted in the restoration of fund balance. Fitch expects the district will maintain a modest but stable level of reserves, providing for enhanced gap-closing ability throughout economic cycles. Appropriation Risk of COPs: The COPS are rated one-notch lower than the IDR, reflecting the slightly higher degree of optionality associated with lease/appropriation payments compared to the IDR. Sales Tax Rating Capped by IDR: Fitch establishes a cap on the sales tax revenue bond rating equal to the district's IDR. The rating cap reflects Fitch's view that pledged revenues would not be viewed as special revenues under the Chapter 9 federal bankruptcy code and may be vulnerable to impairment in a bankruptcy. Sound Sales Tax Coverage Levels: Fiscal 2017 revenues continued to provide sound coverage of maximum annual debt service (MADS) when evaluated again the worst consecutive historical revenue decline as well as the output of the Fitch Analytical Sensitivity Tool (FAST), which indicates potential revenue loss in a moderate economic downturn. Pledge revenues have recovered markedly since the great recession; Fitch expects sales tax

4 revenue growth to continue at a solid pace going forward. RATING SENSITIVITIES Operating Performance: The ratings are sensitive to changes in Fitch's assessment of the district's operating performance. Continued strong budget management practices that lead to a sustained improvement in financial resilience may lead to an upgrade. District IDR Cap: The sales tax revenue bond rating is sensitive to shifts in the district's general quality as expressed in the IDR. CREDIT PROFILE Revenue Framework The Florida Education Finance Program (FEFP) is the primary mechanism for funding the operating costs of Florida school districts. The FEFP process determines a base per-student funding level split between state funds, largely derived from statewide sales tax revenue, and local funds via the required local millage rate established pursuant to state statutory procedure. In fiscal 2016, state funding comprised about 49% of the district's general fund revenues and the property tax was about 47%. Historical general fund revenue growth has outpaced national GDP over the past decade. Fitch expects revenues to grow at a strong pace due to expectations for positive enrollment trends attributable to population growth and continued development. State funding continues to rise, albeit at a slower pace than in recent years. The tentative 2018 budget includes a 4% increase in the level of FEFP funding. Although Florida school districts have a limited ability to independently increase general fund revenues, Fitch does not believe this limitation is a significant factor given the recognition of K-12 education as a fundamental state responsibility and the strong foundation of state support for education funding. Expenditure Framework School instruction costs make up the largest component of school spending.

5 These costs grew in recent years due to state mandates regarding classroom size and other program funding requirements. Fitch expects the pace of spending to generally be in line with or slightly exceed revenue trends going forward, as spending needs driven by rising enrollment are funded by a similar rise in state funding and growth in local revenues attributable to tax base expansion. Improved budgetary monitoring and controls should enable the district to better manage its spending needs. Wages and benefits are collectively bargained between the school district and the unions representing teachers and support staff. The district is currently in negotiations with both unions, as contracts expired June Until new agreements are ratified, employees will continue to operate under the previous agreements. Under Florida law, a bargaining impasse is ultimately resolved by action of the governing body following the conclusion of a non-binding mediation process. The district's employee costs are subject to Florida's class size legislation, which imposes minimum student teacher ratios at various grade levels. The district is in compliance with current class size requirements. Spending for debt service, pension and retiree health benefits consume 11% of total governmental fund spending. Fitch expects carrying charges to remain relatively stable given the district's rapid debt repayment, modest pension ARC and no additional debt plans. Long-Term Liability Burden Fitch estimates the district's long-term liabilities, including the overall debt and unfunded pension liabilities at approximately 4% of personal income. The district's direct debt comprises less than half of the metric. Nearly 60% of principal is scheduled to be repaid within 10 years. Direct debt consists primarily of COPs issued under a master lease structure, followed by bonds payable from sales tax revenues. The district does not have any plans for additional debt. The district's capital plans are largely funded through a combination of the local capital outlay millage and sales tax revenues. In November 2016,

6 district residents voted to extend the existing sales tax levy for an additional 15 years expiring on Dec. 31, The sales tax levy currently brings about $30 million annually, supporting school maintenance and growth projects. Florida recently passed HB7069 which requires the district to allocate a portion of its capital outlay millage to support charter school capital projects. According to district officials, the amount estimated to be shared is approximately $4 million, which may have a nominal impact on the district. Additionally, the district's impact fees were reinstated in fiscal 2016 on a gradual sliding scale, providing the district with $6 million in funding for growth related capital projects. Beginning in Fiscal 2018, the district will be collecting the impact fees at the full rate, allowing for additional fees to be collected from newly constructed residential, commercial and retail development in support for the district's growth related projects. The district participates in the adequately funded Florida Retirement System (FRS). As of June 30, 2016, FRS reported an asset to liability ratio of 92%, or an estimated 75% when adjusted by Fitch to assume a 6% investment rate of return. Operating Performance Fitch's Analytical Sensitivity Tool (FAST) generates a low 1.5% expected revenue volatility in response to a moderate economic downturn. The relative stability of the district's general fund revenues is supported by a combination of favorable state funding trends and solid enrollment history. Over the past 15 years, the district experienced only a single year of enrollment loss, a mild 0.4% reduction in 2006 before returning to consistent annual growth averaging over 1% annually through fiscal Given the district's midrange inherent budget flexibility, Fitch expects the district will maintain reserves at a level in compliance with its 3% policy and state mandated requirement given its ability to better monitor and manage the budget. This level is consistent with the reserve safety margins for a 'bbb' level financial resilience assessment. Sound Sales Tax Coverage; Sales Tax Levy Extended Through 2032 Fiscal 2017 sales tax revenues of approximately $30 million provided MADS

7 coverage of 2.5x. In November 2016, county residents approved an extension of the existing school capital outlay discretionary surtax levy which was previously set to expire on Dec. 31, The tax levy will continue for an additional 15 years, through Dec. 31, With the extension, the additional bonds test (ABT) was strengthened to 1.5x from 1.25x. Pledged Revenues Demonstrate Solid Growth Prospects and Resilience Sales tax revenues grew at a 2.4% compound annual growth rate (CAGR) from fiscal 2007 to fiscal 2017, a level that exceeded the rate of inflation but trailed national GDP growth. Fitch believes the pace of revenue growth will remain above the rate of inflation, consistent with an 'aa' assessment. To evaluate the sensitivity of the pledged revenue stream, Fitch considers both the revenue sensitivity results (using a 1% decline in a national GDP stress scenario) and the largest consecutive revenue decline. Based on fiscal 2003 to fiscal 2017 revenue history, FAST generates a 3.4% revenue decline in a moderate economic downturn scenario. The largest consecutive decline of historical revenues was 14.8% from fiscal 2008 to fiscal 2010, reflecting the outsized impact of the great recession on the Florida economy. Sales tax revenue collections have since recovered, with a 5.1% CAGR from fiscal 2010 through fiscal Fiscal 2017 sales tax revenues of approximately $30 million provided MADS coverage of 2.5x. Based on the current debt service coverage level, the structure could tolerate a 60% decline in revenues before MADS coverage would reach 1x. This level of tolerance is equivalent to 17x the FAST results and 4x the largest consecutive revenue decline during the review period. Assuming leverage to the ABT, pledged revenues could tolerate a 33% decline before reaching 1x MADS coverage, which would be equal to almost 10x the FAST result or 2x the largest revenue decline. Fitch does not believe this level of issuance is likely, as the district has no debt plans and could issue a sizable amount without reaching the ABT. These features would indicate a higher level of credit quality than is reflected in the current rating; however, Fitch believes the sales tax revenues are exposed to the district's operations and therefore caps the rating at the 'A-'

8 IDR. Contact: Primary Analyst Grace Wong Director Fitch Ratings, Inc. 33 Whitehall Street New York, NY Secondary Analyst Kevin Dolan Director Committee Chairperson Arlene Bohner Senior Director In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis and InvestorTools. Media Relations: Elizabeth Fogerty, New York, Tel: +1 (212) , Benjamin Rippey, New York, Tel: , Additional information is available on Applicable Criteria U.S. Public Finance Tax-Supported Rating Criteria (pub. 31 May 2017)

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