Industrial Development Board

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF BRISTOL TENESSEE REGULAR MEETING AGENDA MONDAY APRIL 27, 2020 – 12 NOON CONDUCTED ELECTRONICALLY USING ZOOM 1. Call to order 2. Roll Call 3. Discussion of Necessity for Conducting Electronic Meeting 4. Approval of minutes – October 28, 2019 5. Financial Report 6. Presentation of FY 2019 Audit Report by James Bence, partner. 7. FY 2020 Engagement Letter – Mauldin & Jenkins 8. Adjourn  MINTUTES OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF BRISTOL TENNESSEE OCTOBER 28, 2019 CITY HALL ANNEX CONFERENCE ROOM REGULAR MEETING Board Members Present: Staff: David Wagner – Chair Tom Anderson – Director Dirk Crandell – Vice Chair Danielle Kiser – City Attorney Rob Nicar – Secretary/Treasurer Tara Musick – Finance Logan McCabe Hollie Verran – Finance Jeff Jones Ex- officio Chad Keen – Council Liaison Also Present: Bill Sorah – City Manager J.J. Gillenwater – A.G. Commercial Don Hurst – TNECD Blair Jones – A.G. Commercial Clay Walker - NETWORKS Call to order: Chairman David Wagner opened the October 28, 2019 Industrial Development Board Regular Meeting at 12:03 p.m. Roll call was made and Chairman Wagner declared a quorum present. Approval of the minutes of: July 22, 2019 Regular Meeting – Chairman Wagner asked if there were any additions or deletions to the minutes. Hearing none, a motion to approve was made by Mr. Jones and seconded by Mr. McCabe. Motion passed unanimously. Financial Report: Chairman Wagner asked for the financial report. Tom Anderson advised the Board that the IDB account as of September 30, 2019 had a balance of $7,539,199.86. A deposit of $7,427,192.13 was the Chapter 420 State of Tennessee Reimbursement. The ending balance, minus the 420 State Reimbursement funds and $2,510.29 in hiring expo disbursements, is $112,007.73. Disbursements from the account for the Chapter 420 State Reimbursement should be made in October. Additionally, there is a $100,000 CD with the First Tennessee Bank. A motion to accept the financial report was made by Mr. Jones and seconded by Mr. Nicar. Motion passed unanimously. IDB Resolution 19-2 – RESOLUTION APPROVING A DEVELOPMENT AGREEMENT BY AND AMONG THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF BRISTOL, TENNESSEE, 714 SHELBY ST., GP AND THE CITY OF BRISTOL, TENNESSEE: Chairman Wagner asked Tom Anderson to introduce the project principals, J.J. Gillenwater and Blair Jones of A.G. Commercial. A project presentation by A.G. Commercial detailed a 3 story development named “The Seven14”. The development is planned to include 60,000 square feet of floor space, 56 loft apartments, 4 accessible apartments, 2 restaurants, corporate office space, high end retail, downtown grocery store, fitness facilities and 30,000 square foot courtyard. The City of Bristol will construct parking lot with 170 spaces (85 public and 85 leased to the development). Danielle Smith was asked to review the development agreement. Ms. Smith noted the obligations of the City and the Developers with included deadlines and milestones to be met. The demolition of the site is the City’s responsibility and to be complete by March 30, 2020 and transferred to IDB by April 3, 2020. The City is to construct a parking, lot on the City Parcel, consisting of 170 parking spaces, 85 of which will be leased to the developer for use of the developer and its tenants. The IDB will sell the parcel to the developer, in accordance with the development agreement, for the price of $225,000, which can be in the form of a “forgivable” promissory note over a 5 term. Conditions to be met by developer include: First Anniversary, project underway; Second Anniversary, project completed and secured tenants of at least 75%; and on Third, Fourth and Fifth Anniversary project remains at least 75% leased. Forgivable amounts are $51,969.33 per year for 5 years. General discussion as to security in form of deed of trust, zero interest on note and developer can buy out the early was pointed out. A motion to approve Resolution 19-2 was made by Mr. Jones and seconded by Mr. Nicar. The motion passed unanimously. CD maturation and reinvestment: Chairman Wagner stated the $100,000 CD had matured and an RFP was distributed for interest rate quotes, and the quotes had expired. Discussion to allow staff to engage in another RFP process for a 12 month rate. Given the time between meetings and expiration of the time sensitive terms within proposals, a motion was made by Mr. Jones authorizing Staff to reinvest the $100,000 into a certificate of deposit with an institution responding to the RFP, in accordance with City policy, with best rate of return on a 12-month CD. Motion was seconded by Mr. Nicar. The motion passed unanimously. Other business: Mr. Jones asked for an update of next phase of efforts for a new baseball stadium. Status is on hold, given uncertain future of minor league baseball. Adjournment: There being no further business Chairman Wagner adjourned the meeting at 12:38 p.m. Approved: April 27, 2020 _____________________________ David Wagner, Chairman Attest: ____________________________ Rob Nicar, Secretary/Treasurer Attachments: 1. Agenda  Industrial Development Board of the City of Bristol, Tennessee March 31, 2020 Check Register Beginning Balance 3/1/2020 $ 102,423.18 Deposits ‐ Total Deposits ‐ Disbursements ‐ Total Disbursements ‐ Ending Balance 3/31/2020 $ 102,423.18 Industrial Development Board of the City of Bristol, Tennessee Certificate of Deposit Certificate of Deposit $ 100,000.00  Bristol Industrial Development Board of the City of Bristol, Tennessee For the Period Ending March 31, 2020 Check Register Beginning Balance 7/1/2019 $ 125,870.93 Deposits Electro‐Mechanical Corporation 8/19/19 425.00 Chapter 420 State Reimbursement 9/27/19 7,427,192.13 State of TN 12/24/19 260,000.00 Total Deposits 7,687,617.13 Disbursements Prior Year Activity Check 1284 ‐ Bristol TN City Schools ‐ AP Exams 7,860.00 Check 1285 ‐ Bristol Herald Courier ‐ Hiring Expo Ads 558.87 Check 1286 ‐ Hiring Expo Reimbursement Facebook 13.56 Check 1287 ‐ Levy's Premium Food Service 2,396.65 Check 1288 ‐ Craig's One Hour Dry Cleaning 618.26 Check 1289 ‐ Speedpro Imaging of the Tri‐Cities 149.00 Check 1291 ‐ City of Bristol, TN 2,434.19 14,030.53 Cash Transfer between Accounts Wire SEQ.191004013045 ‐ Chapter 420 to Bond Trust 10/3/19 6,346,744.99 6,346,744.99 92347100 ‐ Administration Check 1290 ‐ Chick‐Fil‐A 8/2/19 181.57 Check 1292 ‐ Tri‐Cities Southwest 9/27/19 76.10 Check 1295 ‐ Mauldin & Jenkins ‐ Audit 11/1/19 3,800.00 Check 1296 ‐ American Express ‐ TN SOS Annual Report 11/8/19 20.46 Check 1297 ‐ Macado's ‐ IDB Lunch 11/15/19 162.60 Check 1299 ‐ Mauldin & Jenkins ‐ Audit 2/7/20 5,300.00 Check 1300 ‐ City of Bristol, TN ‐ 1099‐Misc Filing Fee 2/28/20 13.50 Total Disbursements ‐ 92347100 9,554.23 92347220 ‐ Industrial Development Check 1294 ‐ Levy Premium Food Service ‐ Small Business Festival 11/1/19 287.98 Check 1298 ‐ Royal Building Products ‐ Pass thru Grant TN ECD 12/27/19 260,000.00 Total Disbursements ‐ 92347220 260,287.98 92347230 ‐ Chapter 420 Project Check 1293 ‐ Friendship Properties, LLC 10/11/19 273,803.35 Online Transfer ‐ Chapter 420 to City of Bristol TN 10/3/19 806,643.80 Total Disbursements ‐ 92347230 1,080,447.15 Total Disbursements 7,711,064.88 Ending Balance 3/31/2020 $ 102,423.18  Bristol Industrial Development Board of the City of Bristol, Tennessee For the Period Ending March 31, 2020 Check Register Industrial Development Board of the City of Bristol, Tennessee Certificate of Deposit Certificate of Deposit $ 100,000.00  March 24, 2020 Board of Directors of the Industrial Development Board of the City of Bristol City of Bristol, Tennessee 801 Anderson Street, Room 203 Bristol, Tennessee 37260 Attn: Tom Anderson We are pleased to confirm our understanding of the services we are to provide the Industrial Development Board of the City of Bristol, Tennessee (the Board) for the year ended June 30, 2020. We will audit the financial statements, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the Industrial Development Board of the City of Bristol, Tennessee as of and for the year then ended. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the Board’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Board’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will 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. The following RSI is required by U.S. generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management’s Discussion and Analysis (MD&A). 200 W. MARTIN LUTHER KING BLVD, SUITE 1100 • CHATTANOOGA, TENNESSEE 37402 • 423-756-6133 • FAX 423-756-2727 • www.mjcpa.com Members of The American Institute of Certified Public Accountants Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 2 Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and will include tests of the accounting records of the Industrial Development Board of the City of Bristol, Tennessee and other procedures we consider necessary to enable us to express such opinions. We will issue a written report upon completion of our audit of the Board’s financial statements. Our report will be addressed to the Members of the Board of Directors for the Industrial Development Board of the City of Bristol, Tennessee. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis- of-matter or other-matter paragraphs. If our opinions on the financial statements are other than unmodified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue reports, or may withdraw from this engagement. We will also provide a report (that does not include an opinion) on internal control related to the financial statements and compliance with the provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. The report on internal control and on compliance and other matters will include a paragraph that states that the purpose of the report is solely to describe the scope of testing of internal control over financial reporting and compliance, and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control over financial reporting or on compliance, and that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control over financial reporting and compliance. The paragraph will also state that the report is not suitable for any other purpose. If during our audit we become aware that the Board is subject to an audit requirement that is not encompassed in the terms of this engagement, we will communicate to management and those charged with governance that an audit in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Management Responsibilities Management is responsible for the basic financial statements and all accompanying information as well as all representations contained therein. Management is responsible for designing, implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; following laws and regulations; and ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 3 achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles, for the preparation and fair presentation of the financial statements and all accompanying information in conformity with U.S. generally accepted accounting principles, and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the written representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants and for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts or grant agreements, or abuse that we report. You are responsible for the preparation of the supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes): and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 4 With regard to an exempt offering document with which Mauldin & Jenkins is not involved, you agree to clearly indicate in the exempt offering document that Mauldin & Jenkins is not involved with the contents of such offering document. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. You agree to assume all management responsibilities relating to the financial statements and related notes and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements and related notes and that you have reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. You agree to oversee the nonaudit services by designating an individual, preferably from senior management, who possesses suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the government or to acts by management or employees acting on behalf of the government. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 5 Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about your responsibilities for the financial statements; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Control Our audit will include obtaining an understanding of the government and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards and Government Auditing Standards. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the Industrial Development Board of the City of Bristol, Tennessee’s compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Other Services We will also assist in preparing the financial statements and related notes of the Board in conformity with U.S. generally accepted accounting principles based on information provided by Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 6 you. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform these services in accordance with applicable professional standards. The other services are limited to the financial statements and related notes services previously defined. We, in our sole professional judgement, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities. Audit Administration, Fees, and Other We understand that your employees will prepare all cash or other confirmations we request and will locate any documents selected by us for testing. We will provide copies of our reports to the Industrial Development Board of the City of Bristol, Tennessee; however, management is responsible for distribution of the reports and financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Mauldin & Jenkins and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Mauldin & Jenkins personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by a regulatory body. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation. We expect to begin our audit on approximately September 7, 2020 and to issue our reports no later than December 31, 2020. James Bence is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be $9,430 for the year ended June 30, 2020. Our hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered as work progresses and are payable upon presentation. The above fees are based on anticipated cooperation from your personnel (including complete and timely receipt by us of the information on the respective client participation listings to be prepared annually) and the assumption that unexpected circumstances (including scope changes) will not be encountered during the audit. If significant additional time is necessary, we will discuss it with management and arrive at a new fee estimate before we incur the additional costs. Industrial Development Board of the City of Bristol, Tennessee - 2020 Engagement Letter March 24, 2020 Page 7 As a result of our prior or future services to you, we might be requested or required to provide information or documents to you or a third party in a legal, administrative, arbitration, or similar proceeding in which we are not a party. If this occurs, our efforts in complying with such requests will be deemed billable to you as a separate engagement. We shall be entitled to compensation for our time and reasonable reimbursement for our expenses (including legal fees) in complying with the request. For all requests we will observe the confidentiality requirements of our profession and will notify you promptly of the request. We appreciate the opportunity to be of service to the Industrial Development Board of the City of Bristol, Tennessee and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Sincerely, MAULDIN & JENKINS, LLC James Bence RESPONSE: This letter correctly sets forth the understanding of the Industrial Development Board of the City of Bristol, Tennessee. By: Title:  Report on the Firm’s System of Quality Control To the Shareholders of Mauldin & Jenkins, LLC and the National Peer Review Committee: We have reviewed the system of quality control for the accounting and auditing practice of Mauldin & Jenkins, LLC (the firm), applicable to engagements not subject to PCAOB permanent inspection, in effect for the year ended May 31, 2017. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards). A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating. Firm’s Responsibility The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any. Peer Reviewer’s Responsibility Our responsibility is to express an opinion on the design of the system of quality control and the firm’s compliance therewith based on our review. Required Selections and Considerations Engagements selected for review included engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act; audits of employee benefit plans, an audit performed under FDICIA, and examinations of service organization’s SOC 1 and SOC 2 engagements. As part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures.  -2- Opinion In our opinion, the system of quality control for the accounting and auditing practice of Mauldin & Jenkins, LLC applicable to engagements not subject to PCAOB permanent inspection in effect for the year ended May 31, 2017, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. Mauldin & Jenkins, LLC has received a peer review rating of pass. PBMares, LLP October 30, 2017