CHAIR: Marie J. Carmichael MEMBERS: John D. Starr Larry D. Neff John E. Mehner L. B. Eckelkamp, Jr. Danette D. Proctor Brian H. May Kelley M. Martin EXECUTIVE DIRECTOR: Robert V. Miserez Missouri Development Finance Board EX-OFFICIO MEMBERS: Peter D. Kinder Lieutenant Governor David D. Kerr Director, Economic Development Dr. Jon Hagler Director, Agriculture Mark N. Templeton Director, Natural Resources MEETING MINUTES MISSOURI DEVELOPMENT FINANCE BOARD Governor Office Building 200 Madison Street, Room 1010 Jefferson City, Missouri JULY 20, 2010 The Missouri Development Finance Board met in regular session on Tuesday, July 20, 2010, beginning at 10:30 a.m. Notice of the meeting was duly posted as required by Section 610.020 RSMo at the MDFB principal office. The following members and officers of the Board were present or absent at the meeting as follows: Marie J. Carmichael Chair Present John D. Starr Vice Chairman and Member Absent Larry D. Neff Secretary and Member Present John E. Mehner Treasurer and Member Present* L. B. Eckelkamp, Jr. Member Present Danette D. Proctor Member Present Brian H. May Member Present* Kelley M. Martin Member Present Peter D. Kinder Lieutenant Governor and Member Present* David D. Kerr Director, Dept. of Economic Development and Member Present Jon Hagler Director, Dept. of Agriculture and Member Present Mark Templeton Director, Dept. of Natural Resources and Member Present Robert V. Miserez Executive Director and Assistant Secretary Present *Participated via telephone conference call. Chair Carmichael called the meeting to order and declared a quorum was present. In addition to the above, those in attendance included: Board Staff: Board Counsel: Others Present: Krystal Davis, Mike Golden, Dawn Holt, Kimberly Martin and Valerie Haller David Queen Mayor Sandy Lucy, Dick Oldenburg and Darren Lamb, City of Washington, Missouri; Perry Pecaut, Tech Aerospace Group; Korb Maxwell, Kelly Shoemaker and Keith Wenzel, Polsinelli Shughart PC; and Mike Heimericks and Mark Stombaugh, Missouri Department of Economic Development 200 Madison Street, Suite 1000 P.O. Box 567 Jefferson City, Missouri 65102 Telephone: (573) 751-8479 Fax: (573) 526-4418 Visit our Web site at www.mdfb.org
Member Eckelkamp introduced the guests and representatives from the City of Washington, Missouri, and Tech Aerospace Group, and disclosed that he would be abstaining on the vote for the Tech Aerospace Group BUILD agenda item due to the bank s involvement in the transaction. I. Secretary s Report Secretary Neff Secretary Neff presented for approval the minutes from the June 15, 2010 meeting. The minutes were included in the Board materials distributed in advance of the meeting. There being no questions, corrections or additions, Secretary Neff made a motion to approve the minutes as presented. Member Eckelkamp seconded the motion. The following roll call vote was recorded: Neff, Mehner, Eckelkamp, Proctor, May, Martin, Kerr, Hagler, Templeton and Carmichael Starr and Kinder II. Treasurer s Report Treasurer Mehner Treasurer Mehner presented for approval the Treasurer s Report as of and for the twelve months ended June 30, 2010. The Treasurer s Report was included in the Board materials distributed in advance of the meeting. Treasurer Mehner noted that the Report is the unaudited draft of the financial statements for the fiscal year-ended June 30, 2010. The audit will begin August 2, 2010, and the most significant change to the draft report is due to the closing of the Seventh Street Garage Project. There being no questions, corrections or additions, Treasurer Mehner made a motion to approve the Treasurer s Report as presented. Secretary Neff seconded the motion. The following roll call vote was recorded: Neff, Mehner, Eckelkamp, Proctor, May, Martin, Kerr, Hagler, Templeton and Carmichael Starr and Kinder Lt. Governor Kinder joined the meeting. 2
III. Department of Economic Development Report Director Kerr Director Kerr reported that the nonfarm payroll employment increased by 3,600 jobs during the month of June, marking the fifth consecutive month of positive job growth in Missouri. The net job growth since January 2010 is 26,600 jobs. Director Kerr commented that while the net increase was 3,600 jobs, the private sector added 6,000 new jobs in June. Since January 2010, this period of time is the largest increase in employment since 2005. Director Kerr continued reporting that the unemployment rate stood at 9.1% in June, the lowest rate in more than a year. Director Kerr reported that the 2010 Legislative Special Session had concluded and the two items discussed during the special session was the reform of the State pension fund and the Automotive Manufacturing Jobs Act. Director Kerr reported that the reform of the pension fund will save the State more than $650 million over the next 10 years and will only impact future State employees; and the automotive manufacturing bill impacts companies that manufacture automobiles or is a supplier of automobile manufacturers in Missouri. Director Kerr noted there are provisions to the manufacturing bill that will allow incentives to be given to automotive companies in the state; however, the companies must invest a minimum of $75,000 per employee to receive the benefits of the incentive. Director Kerr commented that Ford Motor Co. has approximately 4,000 employees at the Claycomo plant and an announcement had been made that a product line that employs 3,000 would be given to another location. In addition to the 3,000 employees that would lose their jobs, there would be 11,412 direct and indirect jobs across the state that would be lost. Director Kerr noted that the automotive manufacturing bill was critical to retaining approximately 16,000 jobs with an annual payroll of approximately $865 million, an economic impact of $2.2 billion to the state, and $48 million a year in state revenues. Lt. Governor Kinder asked Director Kerr if the Ford Motor Co. had made a commitment to keep the Claycomo plant open. Director Kerr responded that Ford did not make a commitment. Lt. Governor Kinder asked if the Claycomo plant was the oldest operating Ford plant. Director Kerr commented that he did know the history of the Claycomo plant, but does not know the history of the other Ford plants in the nation. Member Martin commented that he believed Ford made a large investment to the Claycomo plant in the last 5-10 years to modernize the plant. Lt. Governor Kinder asked why the data center language was not included in the final legislative bill. Director Kerr responded that he was not involved with that particular decision. Member Martin commented that the data centers are critically important and that the data center issue could have possibly been postponed until the economy improves. Director Kerr noted that the IT and data centers will be a consideration in the economic development strategic initiative and is anticipated to be a targeted industry. 3
IV. Department of Agriculture Report Director Hagler Director Hagler invited everyone to attend the 2010 Missouri State Fair being held August 12-22, 2010 in Sedalia, Missouri. V. Department of Natural Resources Director Templeton Director Templeton reported that the $11 million Energize Missouri Industries initiative application period had closed at the end of June and beginning of July for the two different sub-programs up to $8 million to small and large businesses for audits and energy system retrofits; and up to $3 million to pre-qualified providers that will competitively bid for energy efficiency incentives. Director Templeton noted the Department is reviewing the applications and that there was a tremendous amount of interest above the available $11 million. Director Templeton reported that the Department has been collaborating with the Department of Economic Development on opportunities relating to green jobs and green manufacturing. VI. Lieutenant Governor s Report Lt. Governor Kinder Lt. Governor Kinder deferred his report. VII. Old Business A. Scottrade Financial Services, Inc. BUILD Mike Golden Final Authorizing Resolution Mr. Golden presented the Final Authorizing Resolution for adoption authorizing the issuance of BUILD Missouri Bonds in an amount not to exceed $2,582,500 for Scottrade Financial Services, Inc. Mr. Golden reported that the Board adopted a preliminary resolution expressing its intent to issue the Bonds for Scottrade Financial Services, Inc. at its September 15, 2009 meeting. Counsel for the Company and the Board have been working on completing the financing documents. Mr. Golden commented that all financing terms remain as originally presented and the Company will add 500 new jobs, maintain 1,032 existing jobs, and make an investment of more than $36 million constructing its facility in St. Louis, Missouri. Staff recommended adoption of the Final Authorizing Resolution approving issuance of the Bonds. Member May questioned if this project included the purchase of a parking garage. Mike Heimericks with the Department of Economic Development responded that 4
Scottrade purchased a track of land that includes two existing buildings and additional acreage in order to build-out their corporate headquarters. One of the buildings has an existing parking structure that needs rehabilitation. Member May asked for clarification that the project will be located in Town & Country in St. Louis County. Mr. Heimericks responded that it is in this City located within St. Louis County. Member May observed that Town & Country is probably one of the more affluent areas in St. Louis County and in the state. Member May asked if Scottrade was a privately-held company to which Mr. Heimericks confirmed that it was a privately-held company. Member May questioned if the company was owned by Mr. Riney and his various family trusts. Mr. Heimericks responded that was correct. Member May commented that it seemed odd that the Board would consider assisting a very wealthy family with the acquisition of land for a project that is basically moving from Des Peres to Town & Country, and in his opinion is not an area that needs assistance with development. Member May urged the Board to seriously consider the application and that it should be tabled to further research and obtain more information. Chair Carmichael commented that the Board did adopt a Resolution of Intent to issue the bonds some time ago. Member May commented that he did recall the presentation and the preliminary work that was done, but he didn t understand why Mr. Riney and his family trust would need the Board s assistance to move from Des Peres to Town & Country. Member Martin commented that whether the company is privately-held or publicly-held it was his belief that it was the jobs that were important. Mr. Golden noted that the expenditures were going to be associated with the bond issue and that the Company is going to invest approximately $36.3 million in land costs, building costs, and machinery. Member Martin made a motion to approve the following Final Authorizing Resolution: RESOLUTION AUTHORIZING THE MISSOURI DEVELOPMENT FINANCE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS (SCOTTRADE FINANCIAL SERVICES, INC. PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,582,500 FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO FINANCE A PORTION OF THE COSTS OF AN ECONOMIC DEVELOPMENT PROJECT FOR THE BENEFIT OF SCOTTRADE FINANCIAL SERVICES, INC.; AUTHORIZING AND APPROVING CERTAIN DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SAID BONDS. Lt. Governor Kinder seconded the motion. The following roll call vote was recorded: 5
Neff, Mehner, Eckelkamp, Proctor, Martin, Kinder, Kerr, Hagler, Templeton and Carmichael May Starr VIII. New Business A. Tech Aerospace Group LLC BUILD Application Mike Golden Resolution of Intent Mr. Golden presented the application from Tech Aerospace Group LLC for Missouri BUILD Bonds in an amount not to exceed $1,808,700. Mr. Golden reported that the project consists of construction of a 75,000 square foot facility on nine acres of land, and relocation of existing equipment and purchase of new as well in Washington, Missouri. Proceeds will be used to purchase machinery and equipment. Mr. Golden reported that the project anticipates creating approximately 100 new jobs at an average annual wage of $40,000, as well as retaining up to 120 additional employees working at other existing facilities in the state. Mr. Golden introduced Mark Stombaugh with the Department of Economic Development. Mr. Stombaugh noted that he had visited the facilities in Dutzow, Missouri, and commented that the subsidiaries were a very unique group of companies. Mr. Stombaugh commented that Tech Aerospace Group is a real growth industry and they service several other companies in the state. Mr. Stombaugh introduced Richard Oldenburg with the City of Washington, Missouri. Mr. Oldenburg commented that the City was in competition with Kansas for the project, and reiterated that not only is the project creating 100 new jobs, it is retaining 120 jobs. Mr. Oldenburg introduced Perry Pecaut with Tech Aerospace Group. Mr. Pecaut gave a brief PowerPoint presentation about the organization and the services it provides. Mr. Pecaut reported that Tech Investments, LLC is a group of investors that owns several businesses across the states that manufacture components for the aerospace, defense, automotive, medical, rail transportation, and telecommunications industries. Mr. Pecaut noted that their commitment was to retain the 120 jobs in Missouri, to bring $15-$17 million in capital investment to the state, add 100 new jobs over a three-year period with average wages of $40k + annually, and the continued participation in the community. 6
Secretary Neff asked how many different parts were manufactured. Mr. Pecaut responded that in Dutzow alone, they have approximately 9,000 different parts that are manufactured. Member Martin asked how many different companies comprised Tech Aerospace Group LLC. Mr. Pecaut responded there are six companies including CT Systems, Precision Metalcraft, LLC; Accu-Tec Enterprises, LLC; DACA Machine & Tool; and Polster Tool Engineering, Inc. Mr. Pecaut commented that Tech Aerospace Group, LLC and its subsidiaries will be consolidated into a new, yet to be named entity in the near future. Staff recommended adoption of the Resolution of Intent approving issuance of the Bonds. Secretary Neff made a motion to approve the following Resolution of Intent: RESOLUTION OF THE MISSOURI DEVELOPMENT FINANCE BOARD PRELIMINARILY APPROVING A PROJECT FOR TECH AEROSPACE GROUP LLC, AND DETERMINING THE INTENT OF THE BOARD TO ISSUE ITS BUILD MISSOURI REVENUE BONDS IN A PRINCIPAL AMOUNT OF APPROXIMATELY $1,808,700 TO FINANCE A PORTION OF THE COSTS OF THE PROJECT. Member May seconded the motion. The following roll call vote was recorded: Abstain: Neff, Mehner, Proctor, May, Martin, Kinder, Kerr, Hagler, Templeton and Carmichael Eckelkamp Starr Mayor Sandy Lucy thanked the Board and the State for all their support and assistance with bringing this project to Washington, Missouri. Korb Maxwell with Polsinelli Shughart PC, on behalf of Charles Newell, also thanked the Board, the State, and the City of Washington, Missouri. B. City of Blackwater, Missouri Kimberly Martin MIDOC Application Kimberly Martin presented the application from the City of Blackwater, Missouri for a MIDOC loan in the amount of $22,659 for public infrastructure improvements in Downtown Blackwater. Ms. Martin reported that bids for the construction were opened in May resulting in the need for this loan to complete their financing package. 7
Ms. Martin reported the City has a CDBG commitment in place, as well as City and private funding commitments to the project. Total project cost is $305,340 and construction is scheduled to begin no later than August 17th, pending the additional funding. Ms. Martin noted that the City has a current MIDOC loan balance with the Board of approximately $20,000 for a wastewater project that was awarded in 1998 and the City has remained current with the loan. The original loan amount was $50,000. Staff recommended that the minimum loan amount of $25,000 be waived since the City is an existing customer, and recommended approval of the $22,659, 3%, 20-year MIDOC loan for the City of Blackwater. Director Hagler made a motion to waive the minimum and approve the $22,659, 3%, 20-year MIDOC Loan application for the City of Blackwater. Secretary Neff seconded the motion. The following roll call vote was recorded: Neff, Mehner, Eckelkamp, Proctor, May, Martin, Kinder, Kerr, Hagler, Templeton and Carmichael Starr C. City of Independence Public Infrastructure Facilities Robert V. Miserez Revenue Bonds Application Sanitary Sewer Utility Capital Improvements Resolution of Intent Mr. Miserez presented the application from the City of Independence for Public Infrastructure Facilities Revenue Bonds in an amount not to exceed $102,000,000 to fund improvements to the City s Sanitary Sewer System. Mr. Miserez noted the bonds will be issued in multiple series over a number of years to provide improvements that have been approved by the City. Mr. Miserez reported that a rate increase schedule also has been approved by the City. Mr. Miserez reported the City expects an A rating from Standard & Poor s and the Board has no repayment obligation for the bonds. Staff recommended adoption of the Preliminary Resolution of Intent approving issuance of the Bonds. Member Martin made a motion to approve the following Resolution of Intent: RESOLUTION OF THE MISSOURI DEVELOPMENT FINANCE BOARD APPROVING A PROJECT FOR THE CITY OF INDEPENDENCE, 8
MISSOURI, AND DETERMINING THE OFFICIAL INTENT OF THE BOARD TO ISSUE ITS INFRASTRUCTURE FACILITIES REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $102,000,000 TO FINANCE THE COSTS OF SUCH PROJECT. Secretary Neff seconded the motion. Director Kerr asked if the user fee increases required voter approval. Mr. Miserez responded the increase does not require voter approval and that the City Council adopted the City Ordinance to increase the fees. Mr. Miserez commented that the repayment source for the bonds is the City annual appropriation pledge. There being no further discussion and a motion and second on the floor, the following roll call vote was recorded: Neff, Mehner, Eckelkamp, Proctor, May, Martin, Kinder, Kerr, Hagler, Templeton and Carmichael Starr D. FY 2011 MDFB Budget Krystal Davis Treasurer Mehner presented the proposed FY 2011 MDFB Budget for review and approval. Treasurer Mehner noted that as the Board was established, the Board is not required to prepare/adopt a budget, but does. Treasurer Mehner commented that proposed budgets that had been prepared in the past were very close to actual results and believes this is a direct reflection on the quality of Board staff. Treasurer Mehner noted that the State Auditor s Office advised the Missouri Technology Corporation (the MTC ) to consult with Board staff to enhance MTC s financial reporting to their Board because of the high caliber of MDFB financial reporting. Treasurer Mehner thanked Krystal Davis, Dawn Holt, Robert Miserez and the rest of Board staff for their excellent work with the Board financials. Ms. Davis referenced the major assumptions and methodology of the proposed budget that was included in Board materials distributed in advance of the meeting. Ms. Davis reported that the budget projections were prepared on revenues in a conservative manner, and expenses were based on actual expenses that were experienced as of the month of June, annualized, and built in increases for inflation (normally less than 3%). Ms. Davis noted that the IRS maximum pension contribution rate of 25% was a budget estimate to allow the MDFB Personnel Committee the latitude should they 9
want to recommend this level to the Board. Ms. Davis reported that at the time the Personnel Committee had not yet made a decision and once a final recommendation had been made, the Personnel Committee recommendation would be brought before the Board for their approval. Treasurer Mehner commented that the Personnel Committee has been working on a retirement option for Board staff for quite some time. Secretary Neff commented that the Personnel Committee will meet in the near future to work on a recommendation that is equitable for Board employees, but also is similar to the state s pension plan and would be acceptable to the full Board. Ms. Davis discussed the Tax Credit for Contribution Program and how the credits were allocated and budgeted. David Queen commented that the tax credit program is difficult to budget with the current economy and because capital is difficult to raise. Mr. Miserez noted that often times when a budget is adopted, staff is unaware of the applications that will be submitted to the Board. Director Templeton made a motion to adopt the FY 2011 MDFB Budget as presented, with the amendment that the pension plan is subject to the MDFB Personnel Committee s recommendation based upon the study and development of options and presented to the full Board for their approval. Secretary Neff seconded the motion. The following roll call vote was recorded: Neff, Mehner, Eckelkamp, Proctor, May, Martin, Kerr, Hagler, Templeton and Carmichael Starr and Kinder IX. Executive Director s Report Mr. Miserez reported that the August Board meeting is slated to be held at the Missouri State Fair in Sedalia. Mr. Miserez noted that the Analytical Bio-Chemistry Laboratories BUILD project, at the request of the Department of Economic Development, had been given a one year extension to meet their jobs creation numbers. Mike Golden reported that at the request of the State Auditor s Office as recommended in the 2007 MDFB audit, staff has been verifying the new hires on approved BUILD projects through the Missouri Department of Labor and Industrial Relations ( DOLIR ). Mr. Golden noted that confidential information is received from DOLIR, and as such, a Confidentiality Policy required by DOLIR has been created by counsel and signed by appropriate staff noting that confidential information is protected. Director Kerr asked if verification could be achieved without obtaining confidential information on specific employees. Staff stated they would research this and if an acceptable method could be used in lieu of the above, it would be implemented. 10
X. Adjournment There being no further business before the Board, Member Eckelkamp made a motion to adjourn the meeting. Secretary Neff seconded the motion. By consensus, Chair Carmichael declared the meeting adjourned. [Secretary Neff s Signature] 11