PHOENIX-MESA GATEWAY AIRPORT AUTHORITY ANNUAL FINANCIAL REPORT FISCAL YEARS ENDED JUNE 30, 2014 AND 2013 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY TABLE OF CONTENTS Fiscal Years Ended June 30, 2014 and 2013 Page Independent Auditors’ Report 1 Management’s Discussion and Analysis 3 Basic Financial Statements Statements of Net Position – Proprietary Fund 10 Statements of Revenues, Expenses and Changes in Fund Net Position Proprietary Fund 11 Statements of Cash Flows – Proprietary Fund 12 Notes to the Basic Financial Statements 15 Supplementary Information Statement of Revenues and Expenses (Budget Basis) 33 INDEPENDENT AUDITORS' REPORT Board of Directors Phoenix-Mesa Gateway Airport Authority Mesa, Arizona Report on the Financial Statements We have audited the accompanying financial statements of the business-type activities of PhoenixMesa Gateway Airport Authority (PMGAA), as of and for the years ended June 30, 2014 and 2013, and the related notes to the financial statements, which collectively comprise the PMGAA’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to PMGAA’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of PMGAA’s internal control. Accordingly, we express no such opinion. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 An independent member of Nexia International Board of Directors Phoenix-Mesa Gateway Airport Authority Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the business-type activities of Phoenix-Mesa Gateway Airport Authority as of June 30, 2014 and 2013, and the respective changes in financial position and, where applicable, cash flows thereof for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis on pages 3 – 8 be presented to supplement the 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. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about 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 do 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. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise Phoenix-Mesa Gateway Airport Authority’s basic financial statements. The Statement of Revenues and Expenses (Budget Basis) are presented for purposes of additional analysis and is not a required part of the basic financial statements. This information has not been subject to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated September 30, 2014, on our consideration of the Phoenix-Mesa Gateway Airport Authority's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the result of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Town’s internal control over financial reporting and compliance. a Phoenix, Arizona September 30, 2014 2 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 The management of Phoenix-Mesa Gateway Airport Authority (PMGAA) offers readers this overview and analysis of PMGAA’s financial statements and activities for the fiscal years ended June 30, 2014 and June 30, 2013. Financial Highlights  PMGAA’s assets exceeded liabilities at the end of the fiscal year by $132,225,738 (net position). Total net position included $113,319,675 in capital assets and $14,610,265 in unrestricted net position. During the year, total net position decreased by $1,904,755.  PMGAA earned $2,771,132 in Passenger Facility Charges.  During the year, member government loans to PMGAA increased by $4,460,000 to $84,523,977 principal, and accrued interest relating to that debt increased by $3,155,066 to $28,259,952, for a total of $112,783,929. (The first of these notes comes due in the year 2020.)  Total liabilities increased by $6,811,523 (5.2%), to $139,050,978. Most of this was due to the member government loans.  Sales in PMGAA’s fueling operation were up 2% in dollars to $7,756,174. The number of gallons uploaded was down 3%, due primarily to decreased passenger service. Gross margin for all fueling sales (gross revenues less cost of goods sold) was down 1%.  PMGAA’s operations produced a loss of $9,042,112 for the fiscal year. Much of this loss is attributable to non-cash depreciation expense on assets that were contributed by the federal government or acquired with the aid of grants. Beyond that, PMGAA relies on its member governments to supplement the revenues it earns from providing airport services. Overview of the Financial Statements: This discussion and analysis serves to introduce PMGAA’s financial statements. PMGAA’s basic financial statements have two components, 1) fund financial statements, and 2) notes to the financial statements. Since PMGAA has only one fund, separate government-wide financial statements are not presented. Fund financial statements. A fund is a grouping of related accounts used to maintain control over resources that have been segregated for specific activities or objectives. Like other state and local governments, PMGAA uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Unlike most other governments, which have multiple funds, all of PMGAA’s activities are business-type activities and are accounted for in a single proprietary fund. Proprietary funds. PMGAA maintains its accounting records in a single enterprise fund. An enterprise fund is a type of proprietary fund used to report business-type activities. The proprietary fund financial statements can be found on pages 10 - 13 of this report. The statement of net position presents information on PMGAA’s assets and liabilities, with the difference between the two being shown as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of PMGAA is improving or deteriorating. The statement of revenues, expenses and changes in fund net position presents information on how PMGAA’s net position changed during the fiscal year. All changes in net position are reported as soon as the underlying events giving rise to the changes occur, regardless of the timing of the related cash flows. Thus, revenues and expenses are reported in this statement for some items that will result in cash flows in future fiscal periods. The statement of cash flows presents PMGAA’s cash flow (sources and uses) related to operating activities, noncapital financing activities, capital and financing activities, and investing activities during the year. 3 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 Notes to Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the fund financial statements. The notes to the financial statements can be found on pages 15 - 30 of this report. Financial Analysis Net position may serve as a useful indicator of a government’s financial position. At the end of the fiscal year, PMGAA’s assets exceeded liabilities by $132,225,738. Airports are capital-intensive enterprises. 86% of PMGAA’s net position is invested in capital assets (net of any outstanding debt used to acquire those assets). PMGAA uses these assets to provide aviation access and services to the flying public and the surrounding community, consequently these assets are not available for future spending. Although PMGAA’s investment in its capital assets is reported net of related debt, the resources needed to pay such debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Phoenix-Mesa Gateway Airport Authority’s Net Position 2014 Current and other assets Capital assets, net of accumulated depreciation Total assets $ 24,750,299 246,526,417 271,276,716 2013 $ 22,430,373 243,939,575 266,369,948 2012 $ 34,014,117 225,893,569 259,907,686 Long-term liabilities Other liabilities Total liabilities 135,128,423 3,922,555 139,050,978 127,903,277 4,336,178 132,239,455 121,182,363 4,607,085 125,789,448 Net position: Net investment in capital assets Restricted Unrestricted Total net position 113,319,675 4,295,438 14,610,625 132,225,738 118,600,334 4,031,356 11,498,803 134,130,493 119,339,487 878,777 13,899,974 134,118,238 $ $ $ $14,610,265 (11.0%) of PMGAA’s net position is unrestricted and represents funds available for PMGAA’s ongoing operations. The remaining net position is invested in capital assets and restricted net position. Capital assets are shown net of any unpaid debts used to purchase capital assets, including member governments’ investments in both the operations and infrastructure of the airport. Member loans and accrued interest are payable beginning June 30, 2020. Net position decreased by $1,904,755 (1.4%) from the previous fiscal year-end. This was primarily due to a decrease in capital grant revenues. Member loans increased in fiscal year 2013-14 by $4,460,000, which is $540,000 more than the amount received in fiscal year 2012-13. Net position for PMGAA’s net investment in capital assets decreased by 4.5%. New investments in capital assets (less asset dispositions) were $2,586,842 more than the year’s depreciation expense on capital assets. Business-type activities All of PMGAA’s activities are classified as business-type activities. Significant changes in the financial operations of PMGAA included decreases in capital grants and contributions, which were down 25% ($2,680,762). (Grant funds are recognized as revenue when all eligibility requirements imposed by the 4 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 provider have been met.) Fuel sales were up 2%, and related costs of sales were up 6%. The change in net position came about as indicated by the following elements of the revenues and expenses: Mesa Gateway Airport Authority’s Changes in Net Position 2014 Revenues: Charges for sales and services (gross) Lease income Capital grants and contributions Other Total revenues $ Expenses Cost of sales Depreciation Other operating expenses Interest expense on loans from member governments Interest expense - other Other nonoperating expenses Total expenses Increase (decrease) in net position Net position at prior year-end Net position at year-end 2013 13,889,440 4,252,868 7,879,641 3,415,930 29,437,879 $ 13,752,785 2,878,236 10,560,403 3,899,225 31,090,649 2012 $ 13,672,874 2,572,859 11,153,091 3,400,137 30,798,961 3,098,783 10,882,770 13,202,867 3,155,066 999,515 3,633 31,342,634 2,919,724 10,573,488 13,941,078 2,948,996 337,460 357,648 31,078,394 3,109,399 10,249,230 13,260,629 2,748,928 298,038 325,305 29,991,529 (1,904,755) 134,130,493 132,225,738 12,255 134,118,238 134,130,493 807,432 133,310,806 134,118,238 $ $ Revenues: Charges for sales and services increased by $136,655 compared to the $79,911 increase in FY13. Lease income increased $1,374,632 due mostly to payments received from the City of Mesa for lease of the Able Engineering building. These revenues were used to service the Series 2012 Special Facility Revenue bonds. Other income decreased by $483,295 mostly because of decreased PFC revenues. Capital contributions decreased by $2,680,762 due to the completion of several grant funded projects. Revenues Lease income 14% Capital grants and contributions 27% Other 12% Charges for sales and services (gross) 47% 5 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 Expenses: Other operating expenses decreased by $738,211 (5%). This is due mostly to decreased personnel costs and repair and maintenance costs. Interest expense on loans from member governments increased by $206,070, reflecting the accumulation of accrued interest and additional interest relating to annual additions to these loans from the member governments. (Capital grants and contributions indicated in the chart above are not included in the chart below because they were spent on assets, not expenses.) Cost of sales increased $179,059 (6%) due to increased fuel sales and fuel prices. Expenses Depreciation 35% Interest expense other 3% Interest expense on loans from member governments 10% Cost of sales 10% Other operating and nonoperating expense 42% Budget PMGAA staff prepares a budget annually. It is submitted to the Board of Directors for approval during the spring of each year. Although the budget is not legally binding, it is an important management tool used throughout the fiscal year. During the fiscal year, actual activity is compared to the budget on a monthly basis to assess operating results. See page 33 for a presentation of the budget as supplementary information. Capital Assets and Debt Administration Capital assets (net of depreciation) At June 30, 2014, PMGAA’s capital assets totaled $246,526,417 (net of accumulated depreciation). The capital assets include land; runways, taxiways, and apron areas; buildings; improvements; machinery and equipment. A large majority of these assets were contributed to the airport directly or were purchased with the aid of federal and state grants. Total capital assets, net of depreciation increased by 1.1% during the fiscal year. Capital assets (net of depreciation) 2014 Land Buildings and improvements Machinery and equipment Construction in progress Total capital assets, net $ $ 86,128,271 148,962,616 5,027,805 6,407,725 246,526,417 6 2013 $ $ 86,128,271 145,416,050 4,820,606 7,574,648 243,939,575 2012 $ 86,128,271 116,966,901 3,945,023 18,853,374 $ 225,893,569 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 Major capital asset events during the current fiscal year included the following:  Design/Construct West Terminal Expansion Phase III: Spent in FY14: $5.1 million  Taxiway V Reconstruction: Spent in FY14: $3.3 million  North Apron Expansion: Spent in FY14: $.8 million Long-term debt. At the end of the current fiscal year, PMGAA had total debt outstanding of $135,400,381. $112,783,929 (83%) of the total outstanding debt is principal and interest (at 3% annual rate) on loans made by member governments to help cover operating expenses and airport improvements. The first of these loans are nominally due June 30, 2020, more specifically at such time as the PMGAA Board of Directors determines that PMGAA has sufficient funds for repayments. Phoenix-Mesa Gateway Airport Authority's Outstanding Debt 2014 Loans from Member Governments (including accrued interest) ADOT Loan (including accrued interest) Capital Leases Bonds payable (including bond premium) $ 112,783,929 2013 $ 2,569,339 199,631 $ 19,847,482 135,400,381 $ 105,168,863 2012 $ 98,299,867 2,659,466 - 2,745,420 - 19,873,627 127,701,956 19,873,627 $ 120,918,914 Loans from member governments (principal) increased by $4,460,000 (6%) during the fiscal year, $540,000 more than the $3,920,000 increase in loans during the previous year. The accrued interest component of member government loans increased by $3,155,066 compared to $2,948,996 in the previous year. Member loans carry an interest rate of 3% per year. On February 29, 2012, PMGAA issued $19,220,000 in Special Facility Revenue Bonds Series 2012 at a premium of $653,627. The interest rates on these bonds range from 3% to 5% and they mature between July 1, 2014 and July 1, 2038. These funds were used to construct an aircraft maintenance repair and overhaul facility which was leased to the City of Mesa. Mesa, in turn, subleased the building to Able Engineering. These lease payments will be sufficient to pay the principal and interest on the bonds as they come due. Additionally, the City of Mesa pledged a portion of its excise taxes as security for payment of the lease payments. Additional information on PMGAA’s long-term debt can be found in note 3.D. on pages 24 - 27. Economic Factors PMGAA depends on annual loans from its member governments to cover some of its operating costs. This makes PMGAA susceptible to downturns in the economy and other difficulties that could affect member governments’ abilities to provide this annual funding. However, member government support of this kind has been consistent over the last several years. With PMGAA’s largest fueling customer being the federal government, a significant portion of fueling revenue depends on continuation of military training and other activities that bring government aircraft to the airport. PMGAA also depends on capital grants, mostly from the Federal Aviation Administration (FAA) and the Arizona Department of Transportation (ADOT), to continue its current level of capital improvement and renewal programs. 7 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Years Ended June 30, 2014 and 2013 Requests for Information This financial report is designed to provide a general overview of PMGAA’s finances for all those who are interested. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Chief Financial Officer, Phoenix-Mesa Gateway Airport Authority, 5835 S. Sossaman Road, Mesa, AZ 85212. 8 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY STATEMENTS OF NET POSITION PROPRIETARY FUND June 30, 2014 and 2013 Business-type Activities Enterprise Fund 2014 2013 Assets Current assets: Cash and cash equivalents Restricted cash Accounts receivable, net Due from other governments Prepaid costs Inventories Total current assets $ Noncurrent assets: Restricted assets Capital assets: Nondepreciable Depreciable Total noncurrent assets Total assets Liabilities Current liabilities: Accounts payable Accrued liabilities Accrued bond interest payable Accrued bond principal payable Vacation benefits payable Capital lease obligations payable Retirement sick leave payable ADOT loan Unearned revenue Total current liabilities Current liabilities payable from restricted assets: Tenant deposits Noncurrent liabilities: Loans payable to member governments Accrued interest payable to member governments Bonds payable ADOT loan Capital leases Retirement sick leave payable Total noncurrent liabilities Total liabilities Net position Net investment in capital assets Restricted for capital outlay Unrestricted Total net position $ 13,747,793 6,237,860 1,050,343 3,016,865 165,977 214,872 24,433,710 $ 11,978,989 5,902,243 1,438,594 2,487,457 110,524 170,376 22,088,183 316,589 342,190 92,535,996 153,990,421 246,843,006 93,702,919 150,236,656 244,281,765 271,276,716 266,369,948 1,704,494 245,105 450,200 420,000 454,062 37,172 31,080 94,504 169,349 3,605,966 2,618,621 243,875 450,200 475,048 45,538 90,127 70,578 3,993,987 316,589 342,191 84,523,977 28,259,952 19,427,482 2,474,835 162,459 279,718 135,128,423 80,063,977 25,104,886 19,873,627 2,569,339 291,448 127,903,277 139,050,978 132,239,455 113,319,675 4,295,438 14,610,625 132,225,738 118,600,334 4,031,356 11,498,803 134,130,493 $ The accompanying notes to the basic financial statements are an integral part of this statement. 10 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUND FISCAL YEARS ENDED JUNE 30, 2014 AND 2013 Business-type Activities Enterprise Fund 2014 2013 Operating revenues Fueling operations Lease income Maintenance services Airport usage fees Total operating revenues $ 7,756,174 4,252,868 350,512 5,782,754 18,142,308 $ 7,630,724 2,878,236 318,037 5,804,024 16,631,021 Operating expenses Personnel costs Professional services Cost of goods sold - fueling operations Costs of maintenance services sold Repair and maintenance Utilities Insurance Other expense Depreciation Total operating expenses 6,701,600 3,773,606 3,058,427 40,356 561,852 781,033 282,213 1,102,563 10,882,770 27,184,420 7,159,280 3,737,313 2,882,398 37,326 737,994 783,166 272,074 1,251,251 10,573,488 27,434,290 Operating loss (9,042,112) (10,803,269) Nonoperating revenues (expenses) Investment income PFC income CFC income Other income Gain/(loss) on disposition of assets Amortization of bond issuance costs Intergovernmental revenue Interest expense - notes payable to member governments Interest expense - bonds Interest expense - other Total nonoperating revenues (expenses) 123,578 2,771,132 412,239 26,668 (3,633) 82,313 (3,155,066) (874,255) (125,260) (742,284) 71,104 3,269,934 430,578 19,971 (2,542) (355,106) 107,638 (2,948,996) (208,026) (129,434) 255,121 Loss before contributions and transfers (9,784,396) (10,548,148) Capital contributions 7,879,641 10,560,403 Change in net position (1,904,755) 12,255 $134,130,493 134,118,238 Net position, beginning of year Net position, end of year $ 132,225,738 $ The accompanying notes to the basic financial statements are an integral part of this statement. 11 $134,130,493 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY STATEMENTS OF CASH FLOWS PROPRIETARY FUND FISCAL YEARS ENDED JUNE 30, 2014 AND 2013 Business-type Activities Enterprise Funds 2014 2013 Cash flows from operating activities Receipts from customers Payments to employees Payments to suppliers Customer deposits Net cash flows from operating activities $ 18,415,664 (6,747,544) (9,943,938) (25,602) 1,698,580 $ 16,422,525 (7,230,414) (9,440,624) 9,043 (239,470) Cash flows from non-capital financing activities Operating grants from other governments Net cash flows from non-capital financing activities 155,981 155,981 104,716 104,716 Cash flows from capital and financing activities Acquisition of capital assets (net) Loans from member governments Payments on loans Passenger Facility Charges received Customer Facility Charges received Principal paid on capital leases Interest paid on bonds Interest paid on ADOT loan Capital grants received Net cash flows from capital and financing activities (13,899,493) 4,460,000 (90,127) 3,011,159 419,483 (44,309) (900,400) (125,260) 7,241,286 72,339 (28,360,291) 3,920,000 (85,954) 3,278,111 423,185 (755,336) (129,434) 8,995,176 (12,714,543) 81,496 43,756 26,668 151,920 113,106 74,316 (91,763) 95,659 2,078,820 (12,753,638) 18,223,422 30,977,060 Cash flows from investing activities Investment income Investment gain (loss) Other income/expense Net cash flows from investing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year $ 20,302,242 $ 18,223,422 $ 11,978,989 6,244,433 18,223,422 RECONCILIATION OF CASH AND CASH EQUIVALENTS TO THE BALANCE SHEET Cash and cash equivalents Restricted assets Total $ $ 13,747,793 6,554,449 20,302,242 $ (Continued) The accompanying notes to the basic financial statements are an integral part of this statement. 12 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY STATEMENTS OF CASH FLOWS PROPRIETARY FUND FISCAL YEARS ENDED JUNE 30, 2014 AND 2013 Business-type Activities Enterprise Funds 2014 2013 (Concluded) Reconciliation of operating income (loss) to net cash provided by operating activities $ Operating loss Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Depreciation Change in assets/liabilities: Accounts receivable Prepaid costs Inventories Accounts payable and accrued liabilities Unearned revenue Tenant deposits Compensated absences payable Net cash provided by operating activities $ ($9,042,112) $ (10,803,269) 10,882,770 10,573,488 174,585 (55,453) (44,496) (242,709) 98,771 (25,602) (47,174) $1,698,580 (216,575) (44,316) 49,506 256,573 8,079 9,043 (71,999) (239,470) $ NON-CASH INVESTING, CAPITAL AND FINANCING ACTIVITIES The Authority recognized $3,155,066 and $2,948,996 of interest payable on loans from member governments during fiscal years 2014 and 2013, respectively. The Authority acquired an asset for $243,940 through a capital lease agreement. The accompanying notes to the basic financial statements are an integral part of this statement. 13 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements of Phoenix-Mesa Gateway Airport Authority (PMGAA) have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to governmental units adopted by the Governmental Accounting Standards Board (GASB). A. Reporting entity Phoenix-Mesa Gateway Airport Authority was established on May 19, 1994 as a joint powers airport authority pursuant to Arizona Revised Statutes Title 28, Chapter 25, Article 8. Originally incorporated as Williams Gateway Airport Authority, the name was officially changed on July 1, 2007. It operates 3,005 acres as Phoenix-Mesa Gateway Airport (“the Airport”). PMGAA is overseen by a six-person board of directors, which is comprised of a representative from each of the member governments. The members of PMGAA are the Gila River Indian Community; Town of Gilbert, Arizona; City of Mesa, Arizona; City of Phoenix, Arizona; Town of Queen Creek, Arizona; and City of Apache Junction, Arizona. In addition to PMGAA’s board of directors, a variety of federal, state and local laws, agreements and regulations govern the operations at the airport. The Federal Aviation Administration (FAA) has jurisdiction over aircraft operations, including aircraft, personnel, facilities and many technical issues, including noise limits and reasonableness of fees. Under federal law and the FAA’s regulations and grant agreements, PMGAA cannot legally transfer revenues to its member governments except in exchange for fair value received. PMGAA is legally separate from other state and local governments. There are no component units combined with PMGAA for financial statement presentation purposes and PMGAA is not included in any other governmental reporting entity. These financial statements present the financial position and activities of PMGAA only, for which its governing board is financially accountable. PMGAA earns revenue from aeronautical and non-aeronautical activities. Fees received for use of the airport include, but are not limited to, landing fees, tie down fees, terminal usage fees, fuel flowage fees, parking fees, rental car fees, and concession fees. PMGAA also owns and operates a fixed base fueling operation at the airport and contracts with various tenants and users of the facilities within the airport area to provide maintenance services. Major expenses include salaries and fringe benefits, professional services for fire protection and parking services, legal and development consulting, maintenance and utilities. B. Government-wide and fund financial statements Government-wide financial statements are not presented, since PMGAA only engages in business-type activities. PMGAA has only one fund, an enterprise fund. Accordingly, the statement of net position, the statement of revenues, expenses and changes in net position and the statement of cash flows report information for that single enterprise fund only. C. Measurement focus, basis of accounting, and financial statement presentation The statement of net position and statement of revenues, expenses and changes in fund net position are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Such revenue is subject to review by the funding agency, which may result in disallowance in subsequent periods. 15 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 All of PMGAA’s activities are accounted for in a single proprietary or business-type fund. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. Revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. In accordance with 49 United States Code (U.S.C.) 40117 and paragraph (c)(3) of the Federal Aviation Extension Act of 2008, the Federal Aviation Administration (FAA) approved PMGAA’s application to impose a Passenger Facility Charge (PFC) at the $4.50 level on November 1, 2008, PFC number 08-01-C-00-IWA. Airports are authorized to use PFC’s for projects that must meet at least one of the following eligibility requirements: (1) preserve or enhance safety, security, or capacity of the national transportation system; (2) reduce noise or reduce noise impacts resulting from an airport; or (3) furnish opportunities for enhanced competition between or among carriers. This application expired in May 2011 when the approved amount of $3,585,510 had been collected. Since PMGAA had already paid for and completed the approved capital projects, the PFC’s reimbursed past costs and are not shown as current restricted assets. PMGAA received a second PFC award, number 11-02-C-00-IWA on January 5, 2011 in the amount of $34,555,545 that began when the first PFC award was fully collected. It expires on July 1, 2017 or as soon as the approved amount has been collected. This award was revised to $25,693,135 on October 11, 2013. As of June 30, 2014, $4,448,797 has been earned under the second application. On October 11, 2013, PMGAA received a third PFC award, number 13-03-C-00-IWA in the amount of $24,172,916. It expires on the date on which the total net PFC revenue collected plus interest thereon equals the allowable cost of the approved projects or the charge expiration date is reached, whichever comes first. This date is estimated to be January 1, 2023. As of June 30, 2014, $667,133 has been earned under the third application. For the second and third applications, $4,044,221 is reported as restricted assets. These monies are recorded as non-operating revenues. For the fiscal year ending June 30, 2013, PMGAA implemented GASB 63, Financial Reporting of Deferred Outflows/Inflows of Resources and Net Position and GASB 65, Items Previously Reported as Assets and Liabilities. As a result of GASB 65, PMGAA recognized $355,106 of deferred issuance costs related to the Series 2012 bond as expense. GASB 60, Accounting and Financial Reporting for Service Concession Arrangements, was also implemented. However, there are currently no Service Concession Arrangements in existence at PMGAA. It is PMGAA’s policy to use restricted resources before using unrestricted resources. D. Assets, liabilities, and net position or equity 1. Deposits and investments PMGAA’s cash and cash equivalents are comprised of cash on hand, demand deposits, cash and investments held by the State Treasurer and Wells Fargo Bank, and highly liquid investments with maturities of three months or less from the date of acquisition. Bond proceeds held by the trustee, U.S. Bank, are comprised of cash and investments in U.S. Treasury Notes. Some of these investments have maturities of greater than three months but less than one year. Arizona Revised Statutes authorize PMGAA to invest public monies in instruments including the following: the State and County Treasurer's investment pools; U.S. Treasury obligations; specified state, county, and local government bonds and notes; and interest-earning investment contracts such as savings accounts, certificates of deposit, and repurchase agreements in eligible depositories. 16 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 2. Receivables All trade receivables are shown net of an allowance for uncollectible receivables. PMGAA annually reviews the balance in the reserve account during the budget process to determine if, based on past history, the account is adequate to cover current trade receivables. If judged to be inadequate, an additional amount is budgeted and recorded over the course of the year. Receivables from governments are assumed to be entirely collectible and are not included in this analysis. Over the last two years, this allowance has ranged from 1.7% to 4.5% of accounts receivable. 3. Inventories and prepaid items Supply inventories are valued at cost using the first-in/first-out (FIFO) method. The cost of inventory is reported as an expense at the time the individual items are consumed. Fuel inventories are valued at cost using the moving average method. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in the financial statements. 4. Capital assets Capital assets include property, plant, equipment, and infrastructure assets. Capital assets are defined by PMGAA as assets with an initial, individual cost of more than $10,000 and an estimated useful life in excess of one year. Property, plant, equipment and infrastructure assets purchased or acquired are carried at historical cost or estimated historical cost. Contributed assets are recorded at fair market value as of the date received. Additions, improvements and other capital outlays that significantly extend the useful life of an asset are capitalized. Interest incurred during construction of capital assets is included as part of the capitalized cost of the assets constructed. Costs incurred for repairs and maintenance are expensed as incurred. Depreciation on all assets is provided on a straight-line basis over the following estimated useful lives: Buildings and improvements Improvements other than buildings Machinery and equipment 20 – 30 years 5 – 30 years 3 – 10 years Amortization of leased capital assets is provided using the straight-line method based on the estimated useful lives of the leased assets. Such amortization is added to accumulated depreciation and depreciation expense for reporting purposes. When assets are retired or sold, the costs of those assets and the related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is charged to income or expense. 5. Compensated absences The liability for compensated absences reported in the statement of net position consists of unpaid, accumulated leave balances. The liability has been calculated using the vesting method, in which leave amounts are included for employees who currently are eligible to receive termination payments. 17 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 6. Long-Term Obligations In the financial statements, long-term debt and other long-term obligations are reported as liabilities. Bond premiums and discounts are amortized over the life of the bonds using the straight-line method. Bonds payable are reported net of the applicable bond premium or discount. 7. Net position In the statement of net position, net position is reported in three categories: net investment in capital assets, restricted, and unrestricted. Net investment in capital assets is reported separately because it makes up a significant portion of total net position. Restricted is the portion of net position restricted by parties outside PMGAA. PMGAA reports restricted net position for unspent passenger facility charges restricted for capital. Unrestricted is the remaining net position not included in the previous two categories. 8. Income taxes PMGAA is exempt from federal and state income taxes as a political subdivision under Section 115 of the Internal Revenue Code. Accordingly, no provision for income taxes has been recorded. 9. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY A. Budgetary information PMGAA uses a budget process that culminates in the adoption of a formal annual budget by the board of directors. The budget is a planning and control device; it is not legally binding in the sense of appropriations commonly required in municipal governments. However, certain budget changes require board approval per certain PMGAA board policies and organizational policies and procedures. 18 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 NOTE 3 - DETAILED NOTES A. Assets 1. Deposits and investments Deposits and investments at June 30, 2014 and 2013 consist of the following: Cash on hand Deposits Cash in bank Investments State Treasurer's Investment Pool U.S. Treasury Notes Total deposits and investments Less: restricted cash Total cash and equivalents $ $ 2014 1,050 $ 2013 15,833 13,369,706 10,336,241 5,610,456 1,321,030 20,302,242 (6,554,449) 13,747,793 5,513,354 2,357,994 18,223,422 (6,244,433) 11,978,989 $ Deposits - PMGAA's deposits at June 30, 2014, were covered by federal depository insurance or by collateral held by PMGAA's custodial bank in PMGAA's name. Investments - PMGAA’s investments (detailed below) include deposits with the Arizona State Treasurer’s Local Government Investment Pools (LGIP) 700 and 5. In addition, some of the funds held by our bond trustee, U.S. Bank, are invested in U.S. Treasury Notes. The State Board of Deposit provides oversight for the State Treasurer's pools, and the Local Government Investment Pool Advisory Committee provides consultation and advice to the Treasurer. The value of investments in LGIP 700 has been adjusted to fair market value at June 30, 2014. LGIP shares are not identified with specific investments held for PMGAA in physical or book entry form. Investments in the State Treasurer’s Local Government Investment Pools are not insured or collateralized. The LGIP 700 is rated AA+. On April 16, 2012 the PMGAA Board of Directors approved Resolution 12-26 authorizing the investment of proceeds from the PMGAA Series 2012 Special Facility Revenue Bonds (Mesa Project). During April 2012, various proceeds deposited into the Acquisition and Construction fund were invested in U.S. Treasury Bills and U.S. Treasury Notes, backed by the full faith and credit of the U.S. Government. PMGAA consistently utilized the same investment strategy for Acquisition and Construction fund monies invested throughout fiscal year 2014. PMGAA’s Board of Directors approved Resolution No. 12-42 on June 18, 2012, adopting and authorizing implementation of a formal PMGAA investment policy. The policy applies to the investment of all PMGAA funds excluding employee retirement funds and proceeds from bond issues and is consistent with Government Finance Officers Association’s best practices, where applicable, and in accordance with all appropriate federal and State of Arizona guidelines including, but not limited to, Arizona Revised Statutes (“ARS”) section 28-8522 defining the Authority as: 1) A special purpose district for purposes of Article IX, Section 19, Constitution of Arizona, 2) A tax levying public improvement district for purposes of Article XIII, Section 7, Constitution of Arizona, and 3) A municipal corporation for all purposes, including the purposes of Title 35, Chapter 3, Articles 3.2, 3.3, 4, 5, and 7, as well as ARS Title 35, Chapter 2 titled “Handling of Public Funds,” under which the definition and investment of public monies is defined. 19 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Custodial Credit Risk – Custodial Credit risk is the risk that, in the event of the failure of the counterparty, the government will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. PMGAA is not subject to custodial credit risk since its investments are not identified with specific investments held by others for PMGAA in physical or book entry form. PMGAA does not have a formal policy regarding credit risk. However, collateralization is addressed in the investment policy. Concentration Risk – Concentration risk is the increased risk to the organization when a significant portion of its resources are invested with a single issuer. PMGAA does not have a formal policy for concentration of credit risk. However, diversification of portfolio assets is addressed in the investment policy. PMGAA decreased its concentration risk significantly by diversifying its investments between the State Treasurer’s LGIP 700 fund and Wells Fargo Bank’s Business Premium Rate Public Funds savings account. Diversification of investments is addressed in PMGAA’s investment policy. Concentration percentages are shown below. As of June 30, 2014, PMGAA had the following investments: Investment Type Rating Rating Agency State Treasurer's Investment Pool 700 State Treasurer's Investment Pool 5 US Treasury Notes Total investments AA+ AA AAA S&P S&P Moody's Amount $ 5,595,272 15,184 1,321,030 6,931,486 $ % 80.72% 0.22% 19.06% 100.00% Interest rate risk – Due to the short maturities of PMGAA’s investments, the risk of losses due to market interest rate changes is minimal. PMGAA does not have a formal policy regarding interest rate risk. The following table shows the investment maturities by year and type of security: Investment Type State Treasurer's Investment Pool 700 State Treasurer's Investment Pool 5 US Treasury Notes Investment Maturities Less than 1 year 1-3 Years Amount $ $ 5,595,272 15,184 1,321,030 6,931,486 $ $ 15,184 1,321,030 1,336,214 $ 5,595,272 $ 5,595,272 2. Restricted assets Certain assets of PMGAA are classified as restricted assets because their use is restricted by grant or contractual agreements. Restricted assets include the following: 2014 2013 Customer deposits Passenger Facility Charges (PFC's) Current and Future Debt Service Reserves Total restricted assets 20 $ 316,589 4,044,221 2,193,639 $ 6,554,449 $ 342,190 3,539,528 2,362,715 $ 6,244,433 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 3. Receivables Total accounts receivable has been reduced by an allowance for uncollectible accounts: 2014 Trade receivables - governments Grants receivable Total due from other governments $ $ Total accounts receivable Less allowance for uncollectible accounts Accounts receivable, net $ $ 2013 204,294 2,812,571 3,016,865 $ $ 1,068,492 (18,149) 1,050,343 $ $ 313,241 2,174,216 2,487,457 1,505,866 (67,272) 1,438,594 4. Capital assets Capital asset activity for the year ended June 30, 2014 was as follows: Beginning Balance 6/30/2013 Capital assets not being depreciated Land Construction in progress Total capital assets not being depreciated $ 86,128,271 7,574,648 93,702,919 Increases $ 13,440,964 13,440,964 Ending Balance 6/30/2014 Decreases $ (14,607,887) (14,607,887) $ 86,128,271 6,407,725 92,535,996 Capital assets being depreciated Buildings and improvements Machinery and equipment Total capital assets being depreciated 256,907,872 11,025,028 267,932,900 13,765,748 874,420 14,640,168 (10,001) (10,001) 270,663,619 11,899,448 282,563,067 Less accumulated depreciation for: Buildings and improvements Machinery and equipment Total accumulated depreciation 111,491,822 6,204,422 117,696,244 10,215,549 667,221 10,882,770 (6,368) (6,368) 121,701,003 6,871,643 128,572,646 Total capital assets being depreciated, net 150,236,656 3,757,398 (3,633) 153,990,421 $ 243,939,575 $ 17,198,362 Business-type activities capital assets, net 21 $ (14,611,520) $ 246,526,417 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Capital asset activity for the year ended June 30, 2013 was as follows: Beginning Balance 6/30/2012 Capital assets not being depreciated Land Construction in progress Total capital assets not being depreciated $ Increases 86,128,271 18,853,374 104,981,645 $ 28,485,752 28,485,752 Ending Balance 6/30/2013 Decreases $ (39,764,478) (39,764,478) $ 86,128,271 7,574,648 93,702,919 Capital assets being depreciated Buildings and improvements Machinery and equipment Total capital assets being depreciated 218,475,122 9,574,563 228,049,685 38,439,212 1,461,550 39,900,762 (6,462) (11,085) (17,547) 256,907,872 11,025,028 267,932,900 Less accumulated depreciation for: Buildings and improvements Machinery and equipment Total accumulated depreciation 101,508,221 5,629,540 107,137,761 9,987,521 585,967 10,573,488 (3,920) (11,085) (15,005) 111,491,822 6,204,422 117,696,244 Total capital assets being depreciated, net 120,911,924 29,327,274 (2,542) 150,236,656 $ 225,893,569 $ 57,813,026 $ (39,767,020) Business-type activities capital assets, net $ 243,939,575 B. Purchase commitments As of June 30, 2014, PMGAA had entered into various contracts and commitments for purchases of goods and consulting and construction/renovation services, both on its own account and under grant programs. Open purchase commitments (net of cost of goods and services received against these commitments) Portion of above funded by grants June 30, 2014 $ 8,998,088 $ 6,217,000 22 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 PMGAA had 26 active design or construction projects at June 30, 2014. These projects are expected to cost a total of $42 million, of which $39 million has been committed and $30 million has been spent, including closed and open commitments. At fiscal year-end, PMGAA's commitments remaining open with contractors relating to these projects were as follows: Spent-to-date on uncompleted Remaining Project contracts Contract Rwy 30L 3,000' Reconstruct $ 227,540 $ 6,225,228 Construct West Terminal Expansion Ph III 2,548,870 432,767 Drainage Improvements Detention Mid - Ph 1 132,468 770,027 Car Care Center 9,479 622,010 Eastside Development EA/EIS 414,263 241,391 Txy V Reconstruction 3,065,242 76,776 Other 924,788 245,662 Total $ 7,322,650 $ 8,613,861 C. Obligations under leases Operating leases PMGAA has leased land to a tenant who constructed a building on the property and in 2000 leased the building to PMGAA for 15 years. The total rent due from PMGAA over the remaining life of the lease is $199,631 plus agreed upon escalation factors. PMGAA subleases the space in the building to other airport tenants. The longterm lease agreement is classified as an operating lease. Future rents will include adjustments based on the Consumer Price Index, which are not projected in the following schedules. Total rent expenses for operating leases for the years ended June 30, 2014 and 2013 were $239,557 and $239,557 respectively. The future minimum operating lease payments as of June 30, 2014 were payable as follows: 2014 Year ending June 30, 2015 Minimum operating lease payments $ 199,631 Capital leases PMGAA has entered into a lease agreement as lessee for financing the acquisition of a fuel truck. This lease agreement qualifies as a capital lease for accounting purposes. As of June 30, 2014, the leased asset was not yet ready for use, and costs incurred were recorded in nondepreciable capital assets until it is placed into service. The asset acquired through this capital lease is as follows: 2014 Asset type: Machinery and equipment Less: Accumulated depreciation Total $ $ 23 243,940 243,940 2013 $ $ - PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Capital leases result in purchases of capital assets, which are funded by outside entities. Such assets are pledged as collateral against the full payment of the lease obligations. As of June 30, 2014 and June 30, 2013, the future minimum capital lease obligations and the net present value of these minimum lease payments were payable as follows: 2014 Year ending June 30, 2015 2016 2017 2018 2019 Total minimum lease payments Less: amounts representing interest Present value of minimum lease payments D. Long-term obligations $ $ 44,309 44,309 44,309 44,309 44,309 221,545 (21,914) 199,631 Long-Term Loans PMGAA has long-term loans payable from its member governments to provide funds for its shortfall in operating revenues and for capital improvements. During FY2006, the Arizona Department of Transportation (ADOT) loaned PMGAA $3 million at 4.77% interest with a 25 year term to finance construction of a hangar and teaching facility on the airport for Arizona State University. The quarterly payments began in June 2007. Series 2012 Special Facility Revenue Bonds PMGAA issued $19,220,000 in Special Facility Revenue Bonds (Mesa Project) Series 2012 (the Deal), on February 29, 2012. The bonds are rated A1 by Moody’s and AA+ by Standard & Poor’s. The proceeds were deposited with U.S. Bank National Association, the Trustee. On March 21, 2011, PMGAA entered into a Memorandum of Understanding (MOU) with the City of Mesa (the City) and Able Engineering and Component Services for the development, construction and lease of an aircraft maintenance repair and overhaul facility at Phoenix-Mesa Gateway Airport. In general, the MOU addresses PMGAA issuing Special Facility Revenue Bonds, constructing the facility and leasing the facility to the City of Mesa. Mesa, in turn, will sublease the facility to Able. A Property and Special Facility Lease Agreement between PMGAA and the City, dated February 1, 2012 (Agreement), stipulates that PMGAA will lease certain real property and improvements comprising the Special Facility to the City. Under the terms of the lease, the City will pay rent to PMGAA, comprised of Base Rent for the building and Premises Rent for the property. The City’s Base Rent payments due under the terms of the Agreement will be in sums sufficient to pay, amongst other things, the principal of and interest on the Series 2012 Special Facility Revenue Bonds as they come due, as well as all charges and expenses of the Trustee. The City pledged a portion of its excise taxes, defined in the Series 2012 Special Facility Revenue Bond Official Statement, as security for payment of the Base Rent. The pledge of such excise taxes will be a junior lien, subordinate to certain outstanding senior obligations. On March 19, 2012 the PMGAA Board of Directors passed Resolution 12-20 adopting issuance and post-issuance compliance procedures relating to tax exempt bonds and other tax-exempt financings for PMGAA. Annual principal and interest payments on the bonds are expected to require 100% of revenues pledged for base rent less all charges and expenses of the trustee. Interest is paid semi-annually based upon the principal 24 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 amount of the bonds outstanding during such period. The bonds are payable from the future lease revenues from the City of Mesa through 2038. During that time frame total principal and interest to be paid on the bonds will be $35,216,300. During the fiscal year ended June 30, 2014, total principal and interest on the bonds was $900,400 and no revenue was subject to the pledge. The maturity schedule for the PMGAA Series 2012 Special Facility Revenue Bonds is as follows: Interest Rates Purpose Maturity Date Business-type Activities: Special Facility Revenue Bonds: Series 2012 3.00-5.00% 07/01/14-38 Original Amount Outstanding Amount $ 19,220,000 $ 19,220,000 Changes in long-term obligations for the year ended June 30, 2014 are as follows: June 30, 2013 Increases Loans payable Principal on member loans $ 80,063,977 Accrued Interest on member loans 25,104,886 Member loans 105,168,863 Other Loans 2,659,466 Bonds payable - Series 2012 Principal on bonds 19,220,000 Unamortized premium 653,627 Bonds 19,873,627 Other Liabilities Capital Leases Compensated absences 812,035 Business-type long-term liabilities $ 128,513,991 $ 4,460,000 3,155,066 7,615,066 - $ June 30, 2014 Due Within One Year $ $ Decreases $ (90,127) 84,523,977 28,259,952 112,783,929 2,569,339 94,504 - (26,145) (26,145) 19,220,000 627,482 19,847,482 420,000 420,000 243,940 466,274 8,325,280 (44,309) (513,449) (674,030) 199,631 764,860 $ 136,165,241 37,172 485,142 $ 1,036,818 $ Changes in long-term obligations for the year ended June 30, 2013 are as follows: June 30, 2012 Loans payable Principal on member loans $ 76,143,977 Accrued Interest on member loans 22,155,890 Member loans 98,299,867 Other Loans 2,745,420 Bonds payable - Series 2012 Principal on bonds 19,220,000 Unamortized premium 653,627 Bonds 19,873,627 Other Liabilities Compensated absences 884,034 Business-type long-term liabilities $ 121,802,948 Increases $ Decreases 3,920,000 2,948,996 6,868,996 - $ - $ 516,185 7,385,181 25 (85,954) - $ (588,184) (674,138) June 30, 2013 Due Within One Year $ $ 80,063,977 25,104,886 105,168,863 2,659,466 90,127 19,220,000 653,627 19,873,627 - 812,035 $ 128,513,991 520,586 610,713 $ PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Debt service requirements on long-term debt at June 30, 2014, including future interest based on current repayment schedules, are as follows: Loans Payable Series 2012 Special Facility Bonds Year Ending June 30 Principal Interest Principal Interest 2015 2016 2017 2018 2019 2020-2024 2025-2029 2030-2034 2035-2039 Total $ 94,504 99,093 103,905 108,951 114,241 44,913,985 20,880,676 20,777,961 $ 87,093,316 $ 120,884 116,295 111,483 106,437 101,146 36,321,149 16,398,100 16,344,620 $ $ 69,620,114 $ 420,000 430,000 445,000 460,000 470,000 2,655,000 3,340,000 4,255,000 6,745,000 19,220,000 $ 887,800 874,900 861,550 847,750 828,950 3,828,800 3,100,250 2,132,250 833,250 $ 14,195,500 Loans from member governments: Member governments have by agreement provided annual funding for operations and capital expenditures as follows: City of Mesa City of Phoenix Gila River Indian Community Town of Gilbert Town of Queen Creek City of Apache Junction Year Ended June 30, 2014 38.1% 29.1% 10.1% 7.9% 2.9% 11.9% 100.0% Year Ended June 30, 2013 43.4% 33.2% 11.5% 8.9% 3.0% 0.0% 100.0% Based on the Joint Powers Airport Authority Agreement entered into by the members of PMGAA, all payments made to PMGAA by the members are considered loans to be repaid to the members. The intent of the members in providing funds to PMGAA is to invest in the operation and development of the airport for the benefit of the citizens of their communities. The Federal Aviation Administration has established a “six year rule” limiting retroactive reimbursement of contributions unless appropriate documented agreements are in place. In order to maintain PMGAA’s right to eventually repay contributions made by its members, PMGAA and its member governments have drawn up formal promissory notes stating that previous and future payments are to be repaid on specified dates or at such later time as PMGAA's board of directors deems appropriate, with 3% interest (compounded annually). Loans payable to member governments increased by $4,460,000 in principal and $3,155,066 in accrued interest in fiscal year 2014 and by $3,920,000 in principal and $2,948,996 in accrued interest in fiscal year 2013. 26 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Amounts due each member government at year-end (including accrued interest) were: City of Mesa City of Phoenix Gila River Indian Community Town of Gilbert Town of Queen Creek City of Apache Junction Loans Payable to member governments at June 30 2014 70,907,780 17,545,029 11,112,023 10,162,625 2,526,472 530,000 $ 112,783,929 $ 2013 67,192,019 15,771,872 10,351,479 9,526,821 2,326,672 $ 105,168,863 $ In addition to the above investments by the member governments, representatives from the City of Mesa, Gila River Indian Community, City of Phoenix, and Towns of Gilbert, Queen Creek, and Apache Junction provide time to PMGAA to consult with its management, attend meetings and provide other services. E. Operating lease revenue PMGAA leases out various facilities on the airport. Leases are primarily for office buildings and hangars, but also include ground leases for tenant development. Occasionally PMGAA’s lease agreements provide for rents based on the tenants’ operating revenues or other criteria. Lease income included $1,664,000 and $1,702,000 of such contingent rents in the fiscal years ending June 30, 2014 and 2013, respectively. The following schedule shows contracted future revenue from noncancelable lease agreements in place at June 30, 2014: Fiscal Years Ending June 30: 2015 2016 2017 2018 2019 2020 - 2029 2030 - 2039 2040 - 2049 2050 - 2059 2060 - 2069 2070 - 2073 Totals $ 2014 4,581,552 4,282,980 3,456,416 3,144,173 2,926,153 28,026,931 26,573,786 24,390,250 8,351,161 1,634,706 455,356 $ 107,823,464 With few exceptions, PMGAA’s leases include escalation clauses, which will result in increases in future rents. The escalation clauses typically provide for annual rent increases of 5 percent or the change in the Consumer Price Index. Such increases are not included in the above figures. These future lease revenues include $51,484,517 in base rent from the City of Mesa that will be used to service the debt on the Series 2012 bonds. 27 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 NOTE 4 - OTH ER INFORMATION A. Risk management In addition to safety efforts, PMGAA’s risk management activities include purchase of commercial insurance for all significant risks. Risks retained by PMGAA include normal deductibles and the small risk of losses in excess of insurance coverage. The amounts of settlements have not exceeded insurance coverage for the past three years. There have been no significant reductions in insurance coverage. The financial statements do not include any liability for claims at June 30, 2014 and 2013. Losses arising from claims and judgments are expensed when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements, and (2) the amount of the loss can be reasonably estimated. B. Contingencies 1. Air Force prime lease and deed In April 1998, the United States Air Force conveyed to PMGAA a quitclaim deed for 2,931 acres of real property for the purpose of developing a public airport. Since then, portions of the leased property have been deeded to the airport as environmental clearances have been completed. Less than one acre remains under the 25-year lease, which PMGAA entered in January 1996. Together, the deed and long-term lease encompass approximately 3,005 acres of land, which includes the three runways, and 120 buildings or facilities (such as navigational aids). The real property conveyed in the deed was recorded at estimated fair market value at the date of the transfer. Included in Property and Equipment are donated assets (referred to in this note as “the Property”) received from the U.S. Air Force (Federal government) totaling $100,431,835 (net of accumulated depreciation) that are subject to certain restrictions contained in an indenture between the United States of America and PMGAA. Under the terms of the deed, this property is restricted for public airport purposes for the use and benefit of the public. No land or improvements can be used, leased, sold, salvaged, or disposed of by PMGAA for other than airport purposes without the written consent of the Administrator of the FAA. The term "airport purposes" as used in this deed includes the use and/or development of the property, including hotel development, to produce sources of revenue from nonaviation business. Noncompliance with the terms of the indenture could, at the option of the Federal government, result in the Property reverting back to the United States of America. 2. Arizona Department of Transportation (ADOT) Property and Equipment includes $101,634,136 (net of accumulated depreciation) in improvements to real property that were paid for (in part) with funds from ADOT. Such improvements or any real property necessarily connected or used in conjunction therewith cannot be relocated, sold, transferred, exchanged, mortgaged or encumbered in any way without the prior written permission of ADOT. 3. Economic dependence PMGAA is dependent upon its members to fund its current shortfall in operating activities. Continuation of construction and improvement activities is dependent upon continued support from the federal government and other governmental entities. 28 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 C. Related party transactions PMGAA has earned revenues, incurred expenses and made other payments involving some of its member governments. Following is a summary of these transactions: PMGAA Sales Taxes Collected/ PMGAA PMGAA Capital Revenues Expenses Projects Remitted Fiscal Year ended June 30, 2014 $ 1,885,309 $ 170 $ 129,240 City of Mesa $ 1,445,817 City of Phoenix 18,669 City of Apache Junction 1,000 Fiscal Year ended June 30, 2013 City of Mesa $ 19,339 $ 1,584,411 $ 150,325 $ 142,512 PMGAA revenues above consist of real property leases, utilities billings and minor maintenance work. PMGAA expenses include airport rescue and firefighting and police protection, water, and permits. Included in those amounts is $150,857 of accounts payable. D. Retirement plans Arizona State Retirement System – Plan Description PMGAA contributes to a cost-sharing multiple-employer defined benefit pension plan administered by the Arizona State Retirement System. Benefits are established by state statute and generally provide retirement, death, long-term disability, survivor, and health insurance premium benefits. The System is governed by the Arizona State Retirement System Board, according to the provisions of A.R.S. Title 38, Chapter 5, Article 2. The System issues a comprehensive annual financial report that includes financial statements and required supplementary information. The most recent report may be obtained by writing to the Arizona State Retirement System, 3300 North Central Avenue, P.O. Box 33910, Phoenix, AZ 85067-3910 or by calling (602) 240-2000 or (800) 621-3778. Funding Policy - The Arizona State Legislature establishes and may amend active plan members' and PMGAA's contribution rates. For the year ended June 30, 2014, active plan members and PMGAA were each required by statute to contribute at the actuarially determined rate of 11.54 percent (10.65 percent retirement, .65 percent for health insurance premium, and 0.24 percent long-term disability) of the members' annual covered payroll. PMGAA's contributions to the System for the years ended June 30, 2014, 2013, and 2012 were as follows: Years ended June 30, 2014 2013 2012 Retirement Fund $507,089 537,706 508,808 29 Health Benefit Long-Term Supplement Disability Fund Fund $30,949 34,098 32,477 $11,427 12,590 12,372 PHOENIX-MESA GATEWAY AIRPORT AUTHORITY NOTES TO THE BASIC FINANCIAL STATEMENTS Fiscal Years Ended June 30, 2014 and 2013 Deferred Compensation Plans PMGAA offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan is available to all PMGAA employees and permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death or unforeseeable emergency. Trust agreements are in place, making these funds available only to employees and their beneficiaries. Accordingly, these funds are not reflected in PMGAA financial statements. PMGAA provides its employees the opportunity to participate in two plans: one administered by ING Insurance & Annuity Company and the other by the International City Management Association. 30 Phoenix-Mesa Gateway Airport Authority Statement of Revenues and Expenses Unaudited (Budget Basis) Fiscal Year Ended June 30, 2014 AIRPORT - All Operations 2014 Budget Fiscal YTD Actual YTD = % of Budget 100.0 YTD Actual Over(Under) Ann'l Budget AERONAUTICAL OPERATING REVS Aircraft Parking Fuel Flowage Fees Landing Fees Lease Income Aero Fuel Sales (net of CGS) Services Sold - Aero (net of CGS) 149,720 547,920 902,400 1,952,893 878,527 3,061,396 163,108 628,442 764,620 2,033,652 949,839 3,623,647 109% 115% 85% 104% 108% 118% 13,388 80,522 (137,780) 80,759 71,312 562,251 NON AERONAUTICAL OPERATING REVS Concessions Lease Income Non-Aero Parking & Ground Transportation Rental Car Fees Services Sold - Non Aero (net of CGS) 551,289 980,557 2,685,675 1,627,980 87,497 540,686 906,248 2,499,051 1,543,372 77,894 98% 92% 93% 95% 89% (10,603) (74,309) (186,624) (84,608) (9,603) Total operating revenues (net of CGS) 13,425,854 13,730,559 102% 304,705 OPERATING EXPENSES Personnel Compensation & Benefits Communications & Utilities Contractual Services Insurance Other Repair & Maintenance Supplies & Materials Total operating expenses before Depr 7,049,574 910,172 4,097,777 283,285 464,367 758,896 701,077 14,265,148 6,701,600 781,033 3,773,606 282,213 396,609 561,852 705,954 13,202,867 95% 86% 92% 100% 85% 74% 101% 93% (347,974) (129,139) (324,171) (1,072) (67,758) (197,044) 4,877 (1,062,281) (839,294) 527,692 -63% 1,366,986 Operating income (loss) before Depreciation 33