Financial Report st Quarter/Unaudited

Transcription

1 Financial Report st Quarter/Unaudited

2 MANAGEMENT S DISCUSSION AND ANALYSIS City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, 2014 The following discussion and analysis of the financial performance and activities of the (Airport System) of the City and County of Denver (the City) provides an introduction and understanding of the basic financial statements of the Airport System as of and for the three months ended March 31, 2014, and 2013, and for the year ended December 31, The Airport System includes the Denver International Airport (the Airport) and the former Stapleton International Airport (Stapleton). This discussion has been prepared by management and should be read in conjunction with the financial statements and the notes thereto, which follow this section. FINANCIAL HIGHLIGHTS Operating revenues at the Airport were $161.5 million, for the three month period ending March 31, 2014 an increase of $7.1 million (4.6%), as compared to three months ending March 31, The increase in revenue was primarily related to the increased rates for landing fees, and facility rentals; an increase in parking, car rental, concession and other sales, while revenue from aviation fuel tax decreased Operating expenses, exclusive of depreciation, and amortization were $82.7 million for the three months ending March 31, 2014, a decrease of $0.4 million (.5%) as compared to the three month period ending March 31, The decrease was attributable to a decrease in repair and maintenance of construction progress for south terminal no longer being expensed, which is offset by an increase in personnel services, contractual services for professional services, management services, snow removal, repair and maintenance of equipment, chemical solvents and software. OVERVIEW OF THE FINANCIAL STATEMENTS The Airport System is an enterprise fund of the City. An enterprise fund is established to account for operations that are financed and operated in a manner similar to business-type activities, where fees are charged to external parties to cover the costs of providing goods and services. An enterprise fund uses the accrual basis of accounting, and accordingly, revenues are recognized when earned and expenses are recognized as incurred. The Airport System s financial statements consist of its statement of net assets, statements of revenues, expenses and changes in net position, statements of cash flows, and notes to financial statements. The statements of net position present information on the Airport System s assets, deferred outflows, liabilities, deferred inflows and net position. Over time, increases or decreases in net position serve as a useful indicator of whether the financial position of the Airport System s is improving or deteriorating. The statements of revenues, expenses, and changes in net position present information showing how the Airport Systems net position, changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of the cash flows. Thus, revenue and expenses are reported in this statement for some items that will result in cash flows in future fiscal periods. The notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. In accordance with guidance prepared by the staff of the Governmental Accounting Standards Board, because the Airport presents comparative financial statements, its MD&A is required to address both years presented in the comparative financial statements. Therefore, the Airport s MD&A presents three years of comparative date current year, the prior year and the year proceeding the prior year (i.e. 2014, 2013 and 2012).

3 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, 2014 Summary of Revenues, Expenses, and Changes in Net Position The following is a summary of the revenues, expenses and changes in net position for the three-month period ended March 31, 2014, 2013 and 2012 (in thousands): Operating revenues $ 161,461 $ 154,331 $ 153,138 Operating expenses before depreciation and amortization (82,745) (83,129) (77,114) Operating income before depreciation and amortization 78,716 71,202 76,024 Depreciation and amortization (45,106) (45,285) (44,114) Operating income 33,610 25,917 31,910 Nonoperating revenues 48,782 38,204 43,895 Nonoperating expenses (56,250) (42,379) (49,301) Capital grants and contributions Increase(decrease) in net position 26,142 21,742 26,535 Net position, beginning of year 573, , ,364 Net position, end of year $ 599,666 $ 574,778 $ 544,899 2

4 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, 2014 OPERATING REVENUES (in thousands) Operating Revenues: Facility rentals $ 52,399 $ 49,601 $ 57,310 Concession revenues 12,791 11,678 11,949 Parking revenues 37,779 36,856 31,882 Car rentals 14,533 12,791 10,939 Landing fees 33,500 30,920 29,998 Aviation fuel tax 6,487 8,653 6,931 Other sales and charges 3,972 3,832 4,129 Total Operating Revenues $ 161,461 $ 154,331 $ 153,138 70,000 Total Operating Revenues 60,000 37% 50,000 33% 32% 40,000 30,000 23% 21% 24% 20% 21% 20% 20,000 10, % 8% 8% 8% 8% 7% 6% 4% 4% 2% 2% 3% Facility rentals Concession revenues Parking revenues Car rentals Landing fees Aviation fuel tax Other sales and charges 3

5 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, 2014 The Airport System s activities increased slightly in total passengers and enplanements, and decreased in aircraft operations, cargo and landed weight for the three months ended March 31, 2014, as compared to 2013 and for the three months ended March 31, 2013, as compared to 2012 (in thousands): Percentage Change Percentage Change Enplanements 6,220 6,112 6, % 0.4% Passengers 12,380 12,178 12, % 0.5% Aircraft Operations (1) (3.6%) (5.4%) Cargo (in pounds) 119, , ,117 (6.0%) (0.2%) Landed Weight 7,153 7,295 7,647 (1.9%) (4.6%) (1) Aircraft operations are takeoffs, landings or other communications with the control tower. 2014/2013 Operating revenues increased by $7.1 million or 4.6%, to $161.4 million in 2014, primarily due to the increased rates for facility rentals and landing fees and an increase in parking, car rental, concession revenues and other sales and charges, which is offset by a decrease in aviation fuel tax. Parking revenues increased by $1.0 million, or 2.5%, which this is attributable to the 5.3% increase in origin and destination passengers (O & D). Landing fees increased by $2.6 million or 8.3%, which is attributable to the increase in landing fee rates per 1,000 pounds landed weight from $4.67 for signatory and $5.61 for non-signatory airlines in 2014 from $4.23 for signatory and $5.08 for non-signatory Car rental revenue increased by $1.7 million, or 13.6%, to $14.5 million, due to a 5.3% increase in O & D passenger traffic. Aviation fuel tax decreased in 2014 by $2.2 million, or 25.0%, due to a decrease in reported fuel sales and less flights. Facility rentals increased by $2.8 million or 5.6%, which is attributable to an increase in airline non preferential use fees and increased rates for facility fees. Concession revenues between 2014 and 2013 increased by $1.1 million, or 9.5%, primarily due to the increase in food and beverage revenue related to the opening of new concessions. Additionally, there was an increase in spend rate per enplaned passenger to $12.26 in 2014 from $10.98 in Other sales and charges increased by $0.1 million or 3.7%, primarily due to an increase in ground transportation access fees. 4

6 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, /2012 Operating revenues increased by $1.2 million or 0.8%, to $154.3 million in 2013, primarily due to the increased rates for parking and landing fees and an increase in car rental revenues and aviation fuel tax, which is offset by a decrease in facility rentals, concession,.and other sales and charges. Parking revenues increased by $5.0 million, or 15.6%, which is attributable to the increase in daily parking rates on January 1, 2013 and a 5.4% increase in origin and destination passengers ( O & D). Landing fees increased by $1.0 million or 3.1%, which is attributable to the increase in landing fee rates per 1,000 pounds landed weight from $4.23 for signatory and $5.08 for non-signatory airlines in 2013 from $3.91 for signatory and $4.69 for non-signatory Car rental revenue increased by $1.9 million, or 17.0%, to $12.8 million, due to a 5.4% increase in O & D passenger traffic. Aviation fuel tax increased in 2013 by $1.7 million, or 24.8%, due to an increase in fuel prices. Facility rentals decreased by $7.7 million or 13.5%, which is attributable to a decrease in airline automated baggage system for sortation and spine no longer being charged to the airlines. Concession revenues between 2013 and 2012 decreased by $0.3 million, or 2.3%, primarily due to the decrease in service concession related to the construction and closer of concessions. Additionally, there was an increase in spend rate per enplaned passenger to $10.96 in 2013 from $10.83 in Other sales and charges decreased by $0.3 million or 7.2%, due to a decrease in oil and gas royalties due to a 2011 adjustment. 5

7 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, 2014 Operating Expenses before Depreciation and Amortization (in thousands) Operating Expenses: Personnel services $ 30,527 $ 28,569 $ 27,307 Contractual services 39,761 37,496 37,584 Repair and maintenance projects 3,179 10,266 7,278 Maintenance, supplies and materials 9,278 6,798 4,945 Total Operating Expenses, before depreciation and amortization $ 82,745 $ 83,129 $ 77,114 45,000 Total Operating Expenses Before Depreciation and Amortization 40,000 48% 45% 49% 35,000 30,000 37% 35% 35% 25,000 20,000 15,000 10,000 5,000 4% 11% 12% 8% 10% 6% Personnel services Contractual services Repair and maintenance projects Maintenance, supplies and materials 6

8 City and County of Denver Management s Discussion and Analysis For the Three Months Ended March 31, /2013 Operating expenses before depreciation and amortization decreased by $0.4 million, or (.5%), to $82.7 million in Personnel services increased $2.0 million, or 6.9%, in 2014 which was due to an increase in permanent salaries and snow and other city agency overtime. This was offset by a decrease in vacation and sick leave. Contractual services increased by $2.3 million or 6.0%, was due primarily to increases in professional and management services, repair and maintenance of baggage system and equipment, offset by a decrease in electricity and fire insurance. Repair and maintenance projects decreased by $7.1 million, or (69.0%), due to a decrease in repair and maintenance of construction services for south terminal no longer being expensed. Maintenance, supplies and materials increased by $2.5 million, or 36.5%, to $9.3 million due to the increase in commercial chemicals and solvents, gasoline, software and computers. 2013/2012 Operating expenses before depreciation and amortization increased by $6.0 million, or 7.8%, to $83.1 million in Personnel services increased $1.3 million, or 4.6%, in 2013 which was due to an increase in permanent salaries and the payment of workers compensation for the year. This was offset by a decrease in other city agencies costs. Contractual services decreased by $0.1 million or 0.2%, was due primarily to a decrease in repair and maintenance of baggage system and snow removal offset by an increase in electricity and guard services. Repair and maintenance projects increased by $3.0 million, or 41.1% the addition of $10.3 million which has been expensed, such as apron, ramp and road repairs, sewer repairs, remodel expenses and HVAC system. Maintenance, supplies and materials increased by $1.8 million, or 37.5%, to $6.8 million due to the increase in commercial chemicals and solvents. Nonoperating Revenues and Expenses, Capital Grants and Capital Contributions 2014/2013 Total nonoperating expenses, net of nonoperating revenues, increased by $4.1 million or 10.0% to $8.3 million in the first three months of 2014 as compared to The increase was due interest expense of $13.9 million and by a decrease of $0.6 million or 23.2% for Passenger Facility Charges. This is offset by the new charges associated of $2.0 million of Car Rental Facility Charges, and an increase of $ 5.4 million or 61.0% in investment income and a decrease of $3.8 or 24.9% in revenues from Stapleton. 2013/2012 Total nonoperating expenses, net of nonoperating revenues, decreased by $1.2 million or 22.8% to $4.2 million in the first three months of 2013 as compared to The decrease was due to an increase of $1.4 million in Stapleton income, a decrease in investment expense of $6.5 million, which was offset by a decrease in Passenger Facility Charges (PFC) of $0.5 million and a decrease in interest income. In 2013and 2012 capital contributions totaled $0. 7

9 Management s Discussion and Analysis For the Three Months Ended March 31, 2014 Summary of Net Assets The following is a summary of the Net Assets as of March 31, 2014 and December 31, 2013 and 2012 (in thousands): Assets: Current assets, unrestricted $ 309,566 $ 584,785 $ 293,250 Restricted assets, current 262, , ,377 Noncurrent investments 434, , ,947 Long-term receivables 10,179 10,320 10,694 Capital assets, net 3,221,199 3,197,418 3,101,295 Bond insurance costs, net 4,387 4,487 4,917 Interest rate swaps Investments restricted 41,802 1,180,689 38, ,552 62, ,033 Assets held for disposition - - 3,158 Total assets 5,465,470 5,419,472 4,931,493 Deferred outflows of resources 227, , ,603 Liabilities: Current liabilities, unrestricted 106, , ,810 Current liabilities, restricted 273, , ,116 Bonds payable, noncurrent 4,475,116 4,480,581 3,906,082 Interest rate swaps, noncurrent 208, , ,457 Notes Payable, noncurrent 18,423 20,316 25,322 Compensated absences 6,886 6,424 6,295 Total liabilities 5,089,597 5,071,343 4,657,082 Deferred inflows of resources 3,424 3,535 3,978 Net Position (Deficit): Net investment in capital assets (730,628) (719,304) (560,746) Restricted 690, , ,318 Unrestricted 639, , ,464 Total net assets $ 599,666 $ 573,524 $ 553,036 8

10 Management s Discussion and Analysis For the Three Months Ended March 31, /2013 Total assets increased by $46.0 million in March of 2014 compared to December of This was primarily due to increases in construction in progress related to the south terminal project of $68.3 million and cash of $19.8 million, which was offset by decreases in investments, interest receivable, and accounts receivable. Total deferred outflow decreased by $1.7 million due to the amortization of deferred refunding and the change in the fair value of the hedging derivatives. Total liabilities increased by $18.2 million in March 31, 2014 compared to December 31, The increase was primarily due to an increase in interest payable, interest rate swap and revenue credit, offset by decreases in notes payable and vouchers payable deferred rent. Of the Airport System s 2014 total net position, 115% are restricted for future debt service and capital construction. The bond reserve account and bond accounts that are externally restricted represent $674.7 million for debt service and $15.7 million for capital projects, respectively. As of March 31, 2014, the remaining net positions include unrestricted net position of $639.9 million that may be used to meet any of the Airport System s ongoing operations. Management of the Airport System has internally designated $66.3 million of its unrestricted net position amounts as allowed in the 1984 Airport System General Bond Ordinance as supplemented and amended, to help meet debt covenant coverage requirements. In addition ($730.6) million represents the Airport s investment in capital assets. A negative investment results because the outstanding indebtedness exceeds the net book value of the capital assets funded by the indebtedness. 2013/2012 Total assets decreased by $11.9 million in March of 2013 compared to December of This was primarily due to a decrease in capital asset of $13.8 million, and decreases in interest rate swap, due from other agencies, and grants receivable, which was offset by an increase of $19.6 million in cash and investments Total deferred outflow decreased by $4.1 million due to the change in the fair value of the hedging derivatives. Total liabilities decreased by $37.7 million in March 31, 2013 compared to December 31, The decrease was primarily due to a decrease in interest rate swaps, notes payable and vouchers payable which was offset by an increase revenue credit and due to other agencies. Of the Airport System s 2013 total net position, 117% are restricted for future debt service and capital construction. The bond reserve account and bond accounts that are externally restricted represent $692.7 million for debt service and $14.6 million for capital projects, respectively. As of March 31, 2013, the remaining net positions include unrestricted net position of $395.3 million that may be used to meet any of the Airport System s ongoing operations. Management of the Airport System has internally designated $66.3 million of its unrestricted net position amounts as allowed in the 1984 Airport System General Bond Ordinance as supplemented and amended, to help meet debt covenant coverage requirements. In addition, ($498.6) million represents the Airport s investment in capital assets. A negative investment results because the outstanding indebtedness exceeds the net book value of the capital assets funded by the indebtedness. 9

11 Long-Term Debt City and County of Denver, Colorado Management s Discussion and Analysis For the Three Months Ended March 31, 2014 As of March 31, 2014 the Airport System had approximately $4.4 billion in outstanding bonded debt (exclusive of deferred loss on bonds and unamortized premiums), both senior and subordinate, paying fixed and variable interest rates. The total annual debt service (principal and interest) was approximately $333.1 million in The Airport System s senior lien debt is currently rated by Standard & Poor s, Moody s, and Fitch at A+, A1 and A+, respectively, with Standard and Poor s, Moody s and Fitch giving the Airport a stable outlook. The Airport System s governing bond ordinances (the bond ordinance) require that the Airport System s net revenues plus other available funds, as defined in the bond ordinance, be sufficient to provide debt service coverage of 125% of the annual debt service requirement on senior bonds. The debt service coverage ratio for the years ended December 31, 2013 and 2012 was 183% and 181%, respectively, of total debt service. On July 15, 2013, the Airport system issued $326,260,000 and $393,655,000 of Airport System Subordinate Revenue Bonds Series 2013A and Series 2013B, respectively, in a fixed rate mode to finance a portion of the costs of the Airport s Capital Program. Capital Assets As of March 31, 2014 and December 31, 2013, the Airport System had capital assets of approximately $3.2 billion and $3.2 billion, respectively. These amounts are net of accumulated depreciation of approximately $2.6 billion and $2.6 billion, respectively The South Terminal Redevelopment Program consisting of a variety of projects which are in part under construction. The south terminal is made up of three independent, yet physically integrated projects which include the design and construction of: Westin Hotel and Conference Center: Hotel with 519 rooms, conference center space for meetings, banquets, conventions and trade shows, full service restaurant, full gym and indoor pool. Public Transit Center: Aviation commuter rail station with trains connecting the Airport with Denver s Union Station as part of the Regional Transportation District s east rail line under construction by Denver Transit Partners. Public Plaza: A connection of the hotel and transit center to the Jeppesen Terminal that also provides a venue for programs and events where passengers and visitors can find entertainment, relaxation, art and restaurants. The Airport s current capital program for the Airport represents the expectations of future Airport System capital needs in order to maintain, reconstruct and expand Airport facilities from The Capital Programs have an estimated total cost of approximately $1.4 billion and is expected to be financed with a combination of Airport system revenue bonds, commercial paper, and Airport System monies. Construction Commitments: As of December 31, 2013, the Airport System had outstanding contractual construction and professional services commitments of approximately $173.7 million. 10

12 Passenger Facility Charges (PFC) City and County of Denver, Colorado Management s Discussion and Analysis For the Three Months Ended March 31, 2014 In 1992, the PFC program authorized the imposition of a fee of $3.00 per enplaned passenger and the use of this funding for approved projects, with certain qualifying airports permitted to charge a maximum PFC of $4.50. In 2000, the Federal Aviation Administration approved the Airport s application for an increase in the rate of PFC from $3.00 to $4.50, the revenues from which are to be used for qualified costs of the Airport, including associated debt service and approved capital projects. The Airport increased the PFC rate from $3.00 to $4.50 effective April 1, As of March 31, 2014 a total of $1.6 billion has been remitted to the Airport, (including interest earned on late payments), of which $105.0 million has been expended on approved projects, $1.5 billion has been used to pay debt service on the Airport s general airport revenue bonds, and $8.6 million is unexpended. The Airport System s authorization to impose the PFC expires on the earlier of January 1, 2030 or upon the collection of $3.3 billion authorized maximum amount of PFC revenues. Economic Factors For the first three months of 2014, passenger traffic increased to 12.4 million passengers or 1.7% over the first three months of The dominant air carrier at Denver International Airport is United Airlines, which together with its affiliates account for approximately 40.6% and 40.5% of passenger enplanements at the Airport in 2013 and for three months of 2014, respectively. Southwest Airlines (Southwest) has the second-largest market share at the Airport for 2013 and for the first three months of Southwest began service at the Airport in January 2006 and since that time has experienced strong and continued growth at Denver International Airport which is the airlines sixth busiest station in its system. Southwest currently leases 17 gates under a use and lease agreement. Southwest together with AirTran accounted for approximately 25.6% and 25.7% of passenger enplanements at the Airport in 2013 and the first three months of 2014 respectively. In May of 2011, Southwest acquired AirTran Holdings, Inc. and integrated AirTran airways into the Southwest brand on March 1, 2012 and is operating under a single FAA operating certificate. Frontier has the third largest market share at the Airport for 2013 and The Airport serves as Frontier s largest station. Frontier accounted for approximately 19.1% of passenger enplanements in 2013 and 17.7% for the first three months of As previously discussed, operating revenues were up 4.6% in 2014 compared to Operating income before depreciation and amortization of $78.7 million represented an increase of $7.5 million compared to Request for Information This financial report is designed to provide a general overview of the Airport System s finances for all those with an interest. Questions concerning any of the information presented in this report or requests for additional information should be addressed to Laura Trujillo, Controller, Denver International Airport, Airport Office Building, 8th Floor, 8500 Pena Boulevard, Denver, CO Copies are available on-line at 11

13 Statements of Net Position As of March 31, 2014, and December 31, 2013 Assets March 31, 2014 December 31, 2013 Current assets: Cash and cash equivalents $ 124,766,817 $ 76,217,992 Investments 128,889, ,195,924 Accounts receivable (net of allowance for for doubtful accounts $53,845 and $43,098) 38,459,624 42,507,126 Accrued interest receivable Due from other City agencies 4,442,617-6,638,460 - Other receivables 720, ,217 Inventories 10,754,770 9,496,041 Prepaid expenses and other 1,531,811 1,961,063 Total current unrestricted assets 309,566, ,784,823 Restricted assets: Cash and cash equivalents 92,822, ,553,955 Investments 141,753, ,398,012 Accrued interest receivable 2,701,576 3,749,742 Prepaid expenses and other 7,347,556 4,388,380 Grants receivable 2,978,136 3,382,479 Passenger facility charges receivable 15,363,143 9,038,137 Total current restricted assets 262,967, ,510,705 Total current assets 572,533,344 1,308,295,528 Non-current assets: Investments 434,681, ,167,427 Long-term receivables, net of current portion 10,178,329 10,320,444 Capital assets: Buildings 2,009,210,874 2,009,210,874 Improvements other than buildings 2,274,525,304 2,274,525,304 Machinery and equipment 766,952, ,295,147 5,050,688,934 5,051,031,225 Less accumulated depreciation and amortization (2,633,366,061) 2,417,322, (2,589,184,759) 2,461,846,466 Art 1,058,397 1,058,397 Capacity Rights 12,399,824 12,399,824 Construction in progress 495,114, ,810,230 Land, land rights and air rights 295,303, ,303,475 Total capital assets 3,221,198,941 3,197,418,392 Prepaid bonds insurance, net of accumulated amortization 4,386,703 4,487,033 Interest rate swaps 41,802,127 38,231,731 Investments restricted 1,180,689, ,551,938 Total noncurrent assets Total assets 4,892,936,418 5,465,469,762 4,111,176,965 5,419,472,493 Deferred Outflows of Resources $ 227,217,116 $ 228,929,646

14 Statements of Net Position As of March 31, 2014, and December 31, 2013 March 31, 2014 December 31, 2013 Liabilities Current liabilities: Vouchers payable $ 17,977,363 $ 37,910,817 Due to other City agencies 9,830,000 4,354,149 Compensated absences payable 2,595,074 2,490,581 Other liabilities 6,963,200 2,305,040 Revenue credit payable 50,000,000 40,000,000 Advance revenues 19,320,339 22,025,981 Total current unrestricted liabilities 106,685, ,086,568 Current liabilities payable from restricted assets: Vouchers payable 30,815,583 51,934,554 Retainages payable 24,043,293 24,043,293 Accrued interest and matured coupons 70,907,329 26,533,921 Notes payable 5,541,472 5,487,963 Other liabilities 8,823,206 11,621,741 Revenue bonds 133,495, ,495,000 Total current liabilities payable from restricted assets 273,625, ,116,472 Total current liabilities 380,311, ,203,040 Noncurrent liabilities: Bonds payable: Revenue bonds, net of current portion 4,307,900,000 4,307,900,000 Plus: net unamortized premiums 167,216, ,681,467 Total bonds payable, noncurrent 4,475,116,363 4,480,581,467 Interest rate swaps 208,859, ,819,841 Notes Payable 18,422,918 20,315,775 Compensated absences payable 6,885,951 6,423,566 Total noncurrent liabilities 4,709,284,560 4,709,140,649 Total liabilities 5,089,596,419 5,071,343,689 Deferred Inflows of Resources 3,424,240 3,534,913 Net Position Net Investment in capital assets (deficit) (730,627,969) (719,304,383) Restricted for: Capital projects 15,683,111 16,087,454 Debt service 674,751, ,221,664 Unrestricted 639,859, ,518,802 Total net position $ 599,666,219 $ 573,523,537 See accompanying notes to financial statements. 13

15 Statements of Revenues, Expenses and Changes in Net Position For the Three Months Ended March 31, 2014, and 2013 March 31, 2014 March 31, 2013 Operating revenues: Facility rentals $ 52,399,332 $ 49,601,387 Concession revenues 12,791,095 11,678,298 Parking revenues 37,779,401 36,856,484 Car rental revenues 14,533,240 12,791,387 Landing fees 33,500,331 30,919,609 Aviation fuel tax 6,485,695 8,652,904 Other sales and charges 3,972,453 3,831,296 Total operating revenues 161,461, ,331,365 Operating expenses: Personnel services 30,526,857 28,569,456 Contractual services 39,761,086 37,495,653 Repair and maintenance projects 3,178,683 10,265,558 Maintenance, supplies and materials 9,278,525 6,798,089 Total operating expenses 82,745,151 83,128,756 Operating income before depreciation and amortization 78,716,396 71,202,609 Depreciation and amortization 45,105,859 45,285,058 Operating income 33,610,537 25,917,551 Non-operating revenues (expenses): Passenger facility charges 27,176,662 27,822,313 Car Rental customer facility fee 2,017,050 - Investment income 14,253,012 8,854,888 Interest expense (56,249,965) (42,340,333) Grant income - (38,413) Other income (expense) 5,335,386 1,526,825 Total non-operating expenses, net (7,467,855) (4,174,720) Income before capital grants and contributions 26,142,682 21,742,831 Capital grants - - Capital contributions - - Change in net position 26,142,682 21,742,831 Net position, beginning of year 573,523, ,036,279 Net position, end of period $ 599,666,219 $ 574,779,110 See accompanying notes to the financial statements. 14

16 Statements of Cash Flows For the Three Months Ended March 31, 2014, and 2013 March 31, 2014 March 31, 2013 Cash flows from operating activities Receipts from customers $ 178,298,400 $ 167,895,115 Payments to suppliers (62,734,486) (58,358,688) Interfund activity payments to other funds (3,750,000) (3,750,000) Payments to employees (33,910,586) (28,496,478) Net cash provided by operating activities 77,903,328 77,289,949 Cash flows from noncapital financing activities Operating grants received - - Net cash used by noncapital financing activities - - Cash flows from capital and related financing activities Proceeds from issuance of debt - - Proceeds from issuance of notes payable - - Principal paid on notes payable (1,839,347) (2,347,768) Interest paid on notes payable (253,568) (261,600) Principal paid on revenue bonds - - Interest paid on revenue bonds (11,293,383) (1,533,854) Bond issuance costs paid - - Capital grant receipts 404,343 8,559,910 Passenger facility charges 20,851,656 27,383,774 Purchases of capital assets (14,248,560) (6,183,923) Payments from accrued expenses for capital assets (74,953,960) (26,677,945) Payments to escrow for current refunding of debt - - Proceeds from sale of capital assets 269, ,541 Net cash used in capital and related financing activities (81,063,339) (889,865) Cash flows from investing activities Purchases of investments (4,302,892,156) (3,040,958,666) Proceeds from sales and maturities of investments 4,324,172,463 3,106,316,108 Proceeds from sale of assets held for disposition 952,389 1,384,565 Interest rate swap settlements (9,685,890) (9,343,487) Payments to maintain assets held for disposal (1,294,414) (2,079,990) Insurance recoveries for Stapleton environmental 1,347, ,002 remeditiation Interest and dividends on investments and cash equivalents 10,378,202 8,372,485 Net cash provided by investing activities 22,977,806 63,893,017 Net increase (decrease) in cash and cash equivalents 19,817, ,293,101 Cash and cash equivalents, beginning of the year 197,771, ,367,499 Cash and cash equivalents, end of the year $ 217,589,742 $ 386,660,600 15

17 Statements of Cash Flows For the Three Months Ended March 31, 2014, and 2013 March 31, 2014 March 31, 2013 Reconciliation of Operating Income to Net Cash Provided By Operating Activities Operating income $ 33,610,537 $ 25,917,551 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation and amortization 45,105,859 45,285,058 Miscellaneous revenue 1,746, ,198 Change in assets and liabilities Receivables, net of allowance 3,137, ,916 Inventories (1,258,729) 176,180 Prepaid expenses (2,500,467) 913,057 Accounts and other payables (19,933,454) (12,043,142) Deferred rent (2,705,642) (837,064) Due to other city agencies 5,475,851 6,297,336 Compensated absences 566,878 72,977 Accrued expenses 14,658,160 10,596,882 Net cash provided by operating activities $ 77,903,328 $ 77,289,949 Noncash activities Unrealized gain/(loss) on investments $ 6,001,191 $ (7,269,373) Unrealized gain/(loss) on derivatives 1,107,629 8,688,435 Amortization of bond premiums, deferred losses on bond. refundings, and prepaid bond insurance Capital assets added through incurrence of vouchers and 813,801 3,097,512 retainages payable 26,667,945 1,544,234 16

18 (1) Organization and Reporting Entity City and County of Denver, Colorado Notes to the Financial Statements For the Three Months Ended March 31, 2014, and 2013 (a) Nature of Operations Pursuant to Article XX of the State of Colorado Constitution and the City and County of Denver, Colorado (the City) Charter, the City acquired, owns, operates, and maintains certain airport facilities. These facilities include Denver International Airport (Denver International) and certain assets of Stapleton International Airport (Stapleton) and are referred to herein as the City and County of Denver (the Airport System). The Airport System is operated as the Department of Aviation, with a Manager of Aviation appointed by and reporting to the Mayor. Denver International consists of a landside terminal building, three airside concourses, six runways, roadways, and ancillary facilities on a 53 square mile site. Stapleton was closed to all air traffic on February 27, (b) Reporting Entity The accompanying financial statements present only the Airport System enterprise fund and are not intended to present fairly the financial position of the City, and the changes in its financial position and the cash flows in conformity with accounting principles generally accepted in the United States of America. (2) Summary of Significant Accounting Policies (a) Basis of Accounting The Airport System is an enterprise fund of the City and, as such, is an integral part of the City. An enterprise fund is established to account for an activity that is financed with debt secured solely by a pledge of net revenues from fees and charges of the activity or when laws and regulations require that the activity s costs of providing services, including capital costs (such as depreciation or capital debt service), be recovered with fees and charges rather than with taxes or similar revenues. The pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). As an enterprise fund, the Airport System uses the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized as incurred (flow of economic resources measurement focus). The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). As an enterprise fund, the Airport System uses the accrual basis of accounting. Revenues are recognized when earned and expenses are recognized as incurred (flow of economic resources measurement focus). During the year ended December 31, 2013, the Airport System adopted GASB Statement No 65, Items Previously Reported as Assets and Liabilities. This statement establishes accounting and financial reporting standards that recognizes, as outflows of resources or inflows of resources, certain items that were previously reported as assets and liabilities. GASB 65 also provides other financial reporting guidance related to the impact of the financial statement elements deferred outflows and deferred inflows of resources, such as limiting the use of the term deferred in the financial statement presentations. The changes resulted from the requirement in GASB 65 that debt issuance costs be recognized as an expense in the period incurred. Other changes resulting from the implementation of GASB 65 are the reclassification of the deferred gain and loss of refunding of debt reclassified as a deferred inflow and outflow of resources. 17

19 Notes to the Financial Statements, continued (b) Cash and Cash Equivalents Cash and cash equivalents, that the City manages, consist principally of U.S. Treasury securities, U.S. agency securities, and commercial paper with original maturities of less than 90 days. (c) Investments Investments, which the City manages, are reported at fair value, which is primarily determined based on quoted market prices at March 31, 2014 and December 31, The Airport System s investments are maintained in pools at the City and include U.S. Treasury Securities, U.S. Agency Securities, and commercial paper. (d) Inventories Inventories consist of materials and supplies, which have been valued at the lower of cost (weighted average cost method) or market. (e) Capital Assets Capital assets are recorded at historical cost and consist of buildings, roadways, airfield improvements, machinery and equipment, and land and land rights at Denver International. Donated capital assets are reported at their estimated fair value at the time of acquisition plus ancillary charges, if any. Repairs and maintenance are charged to operations as incurred unless they have the effect of improving and extending the life of an asset, in which case they are capitalized as part of the cost of the asset. Costs associated with ongoing construction are included in construction in progress. Interest incurred during the construction phase is reflected in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period. The capitalized interest incurred for the three months ended March 31, 2014, and December 31, 2013 was $24,610,020 and $27,277,728, respectively. Depreciation is recorded using the straight-line method over the following estimated useful lives: Buildings Roadways Runways/taxiways Other improvements Major system equipment Vehicles and other equipment years years years years years 5-10 years 18

20 Notes to the Financial Statements, continued (f) Prepaid Bond Insurance, Deferred Gains (Losses) on Bond Refundings, and Unamortized Premium (Discounts) Bond insurance premiums and premiums (discounts) on bond are recorded as asset or liabilities and amortized over the life of the bonds issued. Gains (losses) on bond refundings, are deferred and amortized over the life of the bonds, or the remaining life of the refunding bonds, whichever is shorter, using the effective interest rate method. Gains (losses) on bond refundings are recorded as deferred inflows or outflows of resources, respectively. Unamortized premiums on bonds are recorded as an addition to the face amount of the bonds payable. Unamortized discounts on bonds are recorded as a reduction of the face amount of the bonds payable. (g) Assets Held for Disposition Assets held for disposition consist of the Stapleton assets. Depreciation is not recorded on those assets held for sale. Ongoing maintenance and redevelopment costs are expensed as incurred. (h) Compensated Absences Payable Accumulated vested sick and vacation benefits are recorded as an expense and a liability as benefits accrue to employees. The Airport System uses the vesting method for estimating sick leave compensated absences liability. (i) Advance Rent Advance rent is recorded when rental payments are received by the Airport System prior to a legal claim to them. Included in deferred rent are customer credits and deposits. (k) Net Assets 2014 The Airport System assets exceeded liabilities by $599,666,219 as of March 31, 2014, a $26,142,682 increase in net position from the prior year end. Of the Airport System s 2014 net position, 115.1% are restricted for future debt service and capital construction. The bond reserve account and bond accounts represent $674,751,373 and are externally restricted for debt service. The net assets restricted for the capital projects represent $15,683,111. The remaining net position includes unrestricted net position of $639,859,704 which may be used to meet any of the Airport System s ongoing operations. Airport System management has internally designated $66,333,642 of its unrestricted net position amount, as allowed for in the 1984 Airport System General Bond Ordinance, as supplemented and amended, to help meet debt covenant coverage requirements. In addition, ($730,627,969) represents the Airport System s investment in capital assets, less the related indebtedness outstanding used to acquire those capital assets The Airport System s assets exceeded liabilities by $573,523,537 as of December 31, 2013, a $20,487,278 increase in net position from the prior year end. Of the Airport System s 2013 net position, 117% are restricted for future debt service and capital construction. The bond reserve account and bond accounts represent $653,221,664 and are externally restricted for debt service. The net position restricted for the capital projects represent $16,087,

21 Notes to the Financial Statements, continued The remaining net position includes unrestricted net position of $456,464,328 which may be used to meet any of the Airport System s ongoing operations. Management of the Airport Systems has internally designated $66,332,642 of its unrestricted net position amount, as allowed for in the 1984 Airport System General Bond Ordinance, as supplemented and amended, to help meet debt covenant coverage requirements. In addition, ($719,304,383) represents the Airport System s investment in capital assets, less the related indebtedness outstanding, used to acquire those capital assets. (l) Restricted and unrestricted Resources Uses of restricted and unrestricted resources are made on a case-by-case basis by management depending on overall requirements. Generally, management applies restricted resources and then unrestricted resources when both restricted and unrestricted resources are available to pay an expense. (m) Operating Revenues and Expenses The statement of revenues, expenses, and changes in net position distinguish operating revenues and expenses from nonoperating activity and capital contributions. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with Denver International s principal ongoing operations. The principal operating revenues of the Airport System are charges to airline tenants for facility rentals, landing fees and parking. Operating expenses include the cost of providing services, administrative costs, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses or capital contributions. Such items include Passenger Facility Charges (PFCs), interest expense, interest income, grants from the federal government and Stapleton demolition and remediation expenses. (n) Governmental Grants The Airport System periodically receives grant revenues from federal agencies which are either for capital projects or operating purposes. Revenue is considered earned as the related approved capital outlays or expenses are incurred by the Airport System. Revenues from capital grants are reported as capital contributions on the statements of revenue, expenses and changes in net position and revenues from operating grants are reported as nonoperating revenues. ` 20

22 Notes to the Financial Statements, continued (o) Rates and Charges The Airport System establishes annually, as adjusted semi-annually, airline facility rentals, landing fees, and other charges sufficient to recover the costs of operations (excluding certain debt service payments), maintenance, and debt service related to the airfield and the space rented by the airlines. Any differences between amounts collected from and actual costs allocated to the airlines leased space are credited or billed to the airlines. As of December 31, 2013, the Airport System had accrued receivable from the airlines of $7,342,264. As of December 31, 2012, the Airport System had accrued a liability to the airlines, included in current other liabilities, of $25,586, %, of Net Revenues (as defined by the bond ordinance) with an annual cap of $40,000,000 remaining at the end of the year are to be credited in the following year to the passenger airlines signatory use and lease agreement. The Net Revenues credited to the airlines totaled $40,000,000 for both 2013 and Liabilities for these amounts were accrued as of December 31, 2013 and 2012, respectively, and are reported in the statement of net position as revenue credit payable. The Airport System forecasts the 2014 credit to the airlines to be $40,000,000; therefore for the three-month period ending March 31, 2014, an additional accrual of $10,000,000 was recognized. (p) 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. (q) Reclassifications Certain 2013 balances have been reclassified to conform to the 2014 financial statements presentation. (3) Interest Income Investment income earned on the Airport System s pool cash and investment is allocated to the participating Airport System s funds based upon the average investment balances of each fund. Investment income for March 31, 2014 and 2013, is comprised of interest income, and an unrealized gain (loss) on investments of $6,001,190 and ($7,269,373), respectively also included in the investments income is the change in fair value of the derivatives and for March of 2014 and 2013 the there was an unrealized gain of $1,107,629 and $8,688,435 respectively. (4) Accounts Receivables Airport System management periodically reviews accounts receivables and an allowance for doubtful accounts has been established based upon management s assessment of the probability of collection. As of March 31, 2014 and December 31, 2013, an allowance of $53,845 and $43,098, respectively, had been established. 21

23 Notes to the Financial Statements, continued (5) Denver International Special Facility Revenue Bonds To finance the acquisition and construction of various facilities at Denver International, the City issued three series of Special Facility Revenue Bonds. These bonds are special limited obligations of the City, payable and secured by a pledge of certain revenues to be received from lease agreements for these facilities. The bonds do not constitute a debt or pledge of the full faith and credit of the City or the Airport System, and accordingly, have not been reported in the accompanying financial statements. As of March 31, 2014 and December 31, 2013, Special Facility Revenue Bonds outstanding totaled $276,615,000 and $276,615,000, respectively. (6) Significant Concentration of Credit Risk The Airport System derives a substantial portion of its operating revenues from airlines landing fees and facility rents fees (airline operating revenue). For the three months ending March 31, 2014 and for the year ending December 31, 2013, United Airlines group not including Continental Airlines represented approximately 54.6% and 43.0%, respectively, of the Airport System s airline operating revenue. Southwest Airlines represented 20.2% and 16.7% respectively. Frontier Airlines represented 13.2% and 11.8% respectively, and. The Airport System requires performance bonds to support airlines and concession accounts receivables. No other airline represented more than 10% of the Airport System s airline operating revenues. (7) United Group (United and Continental Airlines) The dominant air carrier at Denver International Airport is United Airlines, one of the world s largest airlines. The Airport currently is the second largest connecting hub in United s route system, both in terms of passengers and flight operations. Pursuant to the United Use and Lease Agreement, United currently leases 35 of the 92 full-service gates at the Airport. In addition, United together with its United Express commuter affiliates, including Continental accounted for 40.6% and 40.5 % of enplaned passengers at the Airport in 2013 and through March of 2014, respectively (8) Subsequent Events In May 2014, Denver International airport receives initial committee approval form the City for the Airport s plan repair or 440 deteriorating runway panels for nearly $7.2 million. The Federal Aviation Administration plans to contribute up to $5.4 million for the repairs 22