Cities Index.
SCSA Financial Status Report for the Quarter Ending September 30, 2022

City Council and Authorities Concurrent
December 6, 2022

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SCSA Financial Status Report for the Quarter Ending September 30, 2022
Meeting
December 6, 2022
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City Council and Authorities Concurrent
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Text extracted from the city's file for reading and search. Open the original on santaclara.legistar1.com. That file is the official record.

SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter Ending September 30, 2022
December 6, 2022

1 Table of Contents

Introduction .................................................................................................................................................. 2 NFL Events .................................................................................................................................................. 3 Non-NFL Events ......................................................................................................................................... 6 Discretionary Fund ................................................................................................................................... 10 Stadium Builder Licenses ....................................................................................................................... 11 Santa Clara Stadium Authority Budget Status Reports ...................................................................... 13 Operating Budget ................................................................................................................................. 13 Debt Service Budget ............................................................................................................................ 16 Capital Improvement Project Budget ................................................................................................ 19 City of Santa Clara Net General Fund Impact ..................................................................................... 21 Public Safety and Administrative Cost Reimbursement ................................................................. 21 Rents and Senior and Youth Fee ...................................................................................................... 21 Other Revenue Impacts ...................................................................................................................... 21 Glossary ..................................................................................................................................................... 23

2 Introduction
This Santa Clara Stadium Au thority (“Stadium Authority ”) Financial Status Report provides information covering the second quar ter of the Stadium Authority’s 2022/23 fiscal year (“FY”) which ended on September 30, 2022. Comparative data from prior fiscal years is also included.

In addition to these quarterl y reports, the Stadium Authorit y produces annual financial statements. The FY 2021/22 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee on September 30, 2022 and approved by the Stadium Authority Board (“Board”) on November 1, 2022. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also pr epares a detailed b udget prior to the beginning of each fiscal year. The FY 2022/23 budget was adopted by the Board on March 15, 2022.

Stadium Authority finances are structured so that the City of Santa Clara (“City”) is not liable for the debts or obligations of the Stadium Authority. All services provided by the City, including administrative and public safety, to the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) or the Stadium Authority are fully reimbursed with Stadium Authority funds.

Methodology
Information provided in this report was based in part on documentation submitted by the Stadium Manager. Specifica lly, NFL and Non-NFL event statistics and financial information relating to the Stadium Manager expenses are provided by the Stadium Manager. Stadium Authority staff is limited to a review of selected financial information submitted by the Stadium M anager, including some source documentation for Non-NFL events with attendance greater than 25,000, submitted 45 days after each event. More detailed documents are received within 90 days after the close of the quarter. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The Stadium Authority has cont racted with JS Held (formerl y Hagen, Streiff, Newton, & Oshiro), a forensic accounting firm, to review and evaluate Non-NFL event financial information from prior years, including source documentation. This report was discussed with the Board at the December 1, 2020 Stadium Authority Board meeting. The Stadium Authority is working with JS Held for the review of additional historical years. This report is expected to be brought to the Audit Committee by the end of this calendar year.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further re vision when the full body of records becomes available and review is complete. Consequent ly, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report.

3 NFL Events
This section provides year to date and comparative data for NFL games categorized as pre-season and regular season games.

The San Francisco Forty-Niners (“49ers”) pl ayed a total of two NFL games (one pre- season games and one regular season game) at Levi’s
® Stadium as of September 30,
2022. There was a total of 136,506 tickets sold to these NFL games, an average of 68,253 per game. This is up by 1,769 or 3% when compared to the same period in the prior fiscal year. The ticket sales resulted in $1.5 million in NFL ticke t surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $770,000 per game in the current year which is down by $114,000 or 13% from the same period in the prior fiscal year. A total of $48,000 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of the second quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 11,703 cars were parked in the permitted offsite parking lots generating $72,000 in offsite parking fees. The overall number of cars parked in the permitted offsite lots declined by an average of 1,375 cars per game or 19% when compared to the prior fiscal year.

There was an estimated $855,000 of NFL event public safety costs in the current reporting period which is an average of $428,000 per game. This is do wn from the prior year average of $540,000. Of the $855, 000 NFL event public safety costs, $685,000 or 80% are direct City costs and $170,000 or 20% are outside agency costs. $72,000 of the total NFL event public safety costs are covered by the offsite parking fees that were collected and the remaining are invoiced to the Stadium Manager. One of the outside agencies assisting the City with public safety is ex periencing staffing shortages and delays in invoicing. As a result, NFL even public safety cost invoices were provided to the Stadium Manager in November 2022.

Statistics for the NFL games held at Levi’s
® Stadium in the first two quarters of the
2022/23 fiscal year are shown in Table 1 and co mparative data from all eight years of operations can be found in Table 2.

4 Table 1

Game 1 vs
Packers
Game 2 vs
Seahawks 2022/23
08/12/22 09/18/22 YTD Total
No. of Tickets Sold 66,747 69,759 136,506 NFL Ticket Surcharge 541,108 $ 999,315 $ 1,540,422$ Senior/Youth Program Fees 23,361 $ 24,416 $ 47,777$ Cars Parked at Offsite Lots 4,830 6,873 11,703 City Offsite Parking Fee 29,608 $ 42,131 $ 71,739$ Cars Parked on Tasman Lots - - - City Tasman Lot Parking Fee - $ - $ -$ Stadium Public Safety Costs (1) 403,477$ 451,965 $ 855,442$ Less: Offsite Parking Fee Credit (29,608) $ (42,131) $ (71,739)$ Reimbursable Stadium Public Safety Costs 373,870 $ 409,834 $ 783,703$ Amount Reimbursed - $ - $ -$ (1) Includes estimated stadium public safety costs from outside agencies Levi's® Stadium
2023/23 NFL Event Statistics
As of September 30, 2022
5 Table 2

2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/22 Q2 2022/23 Q2 Total Total Total Total Total Total Total Total Total
No. of NFL Events 4 3 3 4 3 3 - 3 2 No. of Tickets Sold 271,503 198,634 188,705 249,408 190,840 184,769 - 199,451 136,506 NFL Ticket Surcharge 2,911,416 $ 1,851,550 $ 2,343,474 $ 2,544,721 $ 1,732,335 $ 2,416,387 $ - $ 2,651,401$ 1,540,422 $ Senior/Youth Program Fees 95,026 $ 69,522 $ 66,047 $ 87,293 $ 66,794 $ 64,669 $ - $ 69,807$ 47,777 $ Cars Parked at Offsite Lots 37,884 16,986 18,295 21,442 15,030 16,578 - 21,678 11,703 City Offsite Parking Fee 186,389 $ 86,289 $ 95,866 $ 116,216 $ 84,619 $ 96,981 $ - $ 128,117$ 71,739 $ Cars Parked on Tasman Lots 1,737 1,967 1,689 2,357 1,244 1,485 - 1,180 - Cars Parked on Golf Course 11,378 7,353 - - - - - - - City Tasman Lot and Golf Course Parking Fee 65,575$ 46,600 $ 8,445 $ 11,785 $ 6,220 $ 7,425 $ - $ 5,900$ - $ Stadium Public Safety Costs (1) 914,005$ 673,723 $ 740,565 $ 975,574 $ 764,421 $ 1,157,636 $ - $ 1,747,055$ 855,442 $ Golf Course Public Safety Costs 111,690 $ 25,242 $ - $ - $ - $ - $ - $ (128,117)$ - $ Subtotal Event Public Safety Costs 1,025,695 $ 698,965 $ 740,565 $ 975,574 $ 764,421 $ 1,157,636 $ - $ 1,618,938$ 855,442 $ Less: Offsite Parking Fee Credit (186,389) $ (86,289) $ (95,866) $ (116,216)$ (84,619) $ (96,981) $ - $ (128,117)$ (71,739) $ Reimbursable Stadium Public Safety Costs 839,306$ 612,676 $ 644,700 $ 859,359 $ 679,802 $ 1,060,654 $ - $ 1,490,821$ 783,703 $ Total Amount Reimbursed 839,306 $ 612,676 $ 644,700 $ 859,359 $ 679,802 $ 1,060,654 $ - $ 1,490,821$ - $ (1) Includes estimated stadium public safety costs from outside agencies Levi's® Stadium
Historical NFL Event Statistics

6 Non-NFL Events
This section provides annual and comparative data for N on-NFL Events categorized as events ranging from high school and college football games , international soccer matches, concerts, wedding fairs, and special events. During the current reporting period there were a total of 237,386 tickets sold for the five ticketed Non-NFL events that were held, resulting in $955,000 Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). The ticketed Non-NFL events in the current reporting period were large-scale events resulting in a large increase in the ticket surcharge revenue over the same period in the prior y ear as there were no ticketed events held during FY 2021/22 which was impacted from restrictions due to the COVID-19 pandemic.

The Stadium Manager reports t hat there were also 31 sma ller special events held at Levi’s
® Stadium with 14,775 attendees during the current repo rt period. Due to the pandemic, there were only 12 smaller specia l events held with 3,698 attendees during the entire FY 2021/22. Examples of these s pecial events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with increase in Non-NFL event s held during the curr ent reporting period, there were 20,388 cars parked at these offsite lots and the City has received $7,000 of a total of $124,000 in related offsite parking fees.

Total Non-NFL event public safety costs were $1.8 million. As noted previously, this increase in cost is due to more events being held in the cu rrent year when compared to the prior year. Of these costs, $124,000 were covered by the offsite parking fee. The remaining $1.7 million are invoiced to the Stadium Manager of which $4,000 has been reimbursed.

Statistics for the five Non-NFL ticketed events and 31 special events are shown in Table 3 and comparative data from all eight years of operations are shown in Table 4.

7 Table 3

8 Table 4

2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/22 Q2 2022/23 Q2 Total Total Total Total Total Total Total Total Total
No. of non-NFL Ticketed Events 2 13 14 7 7 6 - - 5 No. of Tickets Sold 106,699 542,390 518,542 210,157 231,849 125,587 - - 237,386 Non-NFL Ticket Surcharge 426,796 $ 2,130,628$ 2,074,168 $ 840,628 $ 927,396 $ 502,348 $ - $ - $ 954,848$ No. of Non-NFL Special Events 43 100 53 42 41 28 - - 31 Non-NFL Special Event Attendees 12,521 73,196 17,959 23,726 15,943 7,752 - - 14,775 Cars Parked at Offsite Lots 10,748 51,669 55,731 19,466 22,338 13,130 - - 20,388 City Offsite Parking Fee 52,880 $ 258,252 $ 286,531 $ 104,077 $ 123,559 $ 75,164 $ - $ - $ 123,732$ Cars Parked on Golf Course 5,413 19,743 9,562 - - - - - - City Golf Course Parking Fee 27,065 $ 98,715 $ 47,810 $ - $ - $ - $ - $ - $ - $ Stadium Public Safety Costs 444,151 $ 2,624,988$ 2,469,148 $ 1,035,289 $ 1,378,966 $ 1,004,000 $ - $ - $ 1,808,022$ Golf Course Public Safety Costs 55,701 $ 113,440 $ 39,905 $ - $ - $ - $ - $ - $ - $ Subtotal Event Public Safety Costs - $ 1,499,026$ 1,760,960 $ 1,035,289 $ 1,378,966 $ 1,004,000 $ - $ - $ 1,808,022$ Less: Offsite Parking Fee Credit (52,880)$ (258,252)$ (286,531) $ (104,077) $ (123,559) $ (75,164) $ - $ - $ (123,732)$ Reimbursable Public Safety Costs 446,972$ 2,480,177$ 2,222,522 $ 931,212 $ 1,255,407$ 928,836 $ - $ - $ 1,684,290$ Amount Reimbursed 446,972 $ 2,480,177$ 2,222,522 $ 931,212 $ 1,255,407$ 928,836 $ - $ - $ 4,309$ (1) Includes Non-NFL special events.

Levi's® Stadium
Historical Non-NFL Event Statistics(1)

9 Table 5 and 6 show Non-NFL net revenue by event type and event revenue and expense by category. The inclusion of this information is to provide a greater level of transparency and provide the overall financial results of the Non-NFL events.

For FY 2022/23, the Stadium Manager anticipates Non-NFL events to result in net profits to range from $250,000 to $1,750,000, as cit ed in the FY 2022/23 Adopted Stadium Authority Budget. In the first two quarters of FY2022/23, ticketed events and non-ticketed special events contributed $3.2 million and $1.4 million in net profits, respectively. Offset by $538,000 of non-event spec ific other operating expen ses, the Stadium Manager reported a net profit of $1.8 million for the current reporting period.

Table 5

No. of
Events Net Revenue
Ticketed Events
Concerts 4 $ 2,986,483
Sporting events:

Football (Non-NFL) 0 -
Soccer 1 231,987
Miscellaneous Events 0 -
Subtotal Ticketed Events 5 3,218,470 $
Subtotal Remaining Non-NFL Events (weddings, corporate events, etc.) 31 1,350,957 $ Subtotal Other Operating Expenses (2) (537,543)$
Total Non-NFL Net Revenue 36 4,031,884 $
Total Performance Rent paid to the General Fund (1) -$
(1) Performance Rent is calculated as 50% of the net revenue from Non-NFL events less performance-based credit of 50% of fixed ground rent
(2) Other Operating Expenses are expenses not attributable to a specific event Event Type
Levi's® Stadium
Net Revenue for Non-NFL Events
by Event Type
FY 2022/23 Quarter 2
10 Table 6

Discretionary Fund
The Discretionary Fund is funded by rev enue equal to 50% of the Non-NFL Ticket Surcharge of $4 per ticket. The five ticketed Non-NFL events contributed $351,000 to the Discretionary Fund in the reporting period. Table 7 shows the revenues and expenses in the Discretionary Fund since FY2014/15. The balance at the end of this reporting period was $2.7 million.

2022/23
YTD Total
REVENUE:

Seating Bowl 30,933,697 $
Ticketmaster Fees 2,368,926
Suites 400,367
Parking 787,244
Food & Beverage - Ticketed Events 1,851,825
Food & Beverage - Special Events 378,076
Facility Fee 831,626
Miscellaneous(1)
4,965,783
Total Revenue 42,517,544 $
EXPENSE:

Public Safety/Security 3,444,938 $
Parking 1,224,807
Food & Beverage - Ticketed Events 255,896
Food & Beverage - Special Events 2,052,205
Operations/Janitorial/Maintenance 5,173,440
Miscellaneous(2)
26,334,374
Total Expense 38,485,660 $
Total Non-NFL Net Revenue 4,031,884 $
(1) Includes special events revenue such as corporate events, weddings, holiday parties, etc. (2) Includes rentals, fees & commissions, transportation, marketing, and other expenses Levi's® Stadium
Non-NFL Event Results by Category
FY 2022/23 Quarter 2
11 Table 7

Stadium Builder Licenses
The total principal value of currently active Stadium Bu ilder Licenses (“SBLs”) is $539.6 million and, as of June 30, 2022, 93% of the total principal value of all SBLs sold (i.e., $503.0 million) had been collected. SBL details as of September 30, 2022 have not been received and will be reported in the next quarterly report.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1
st each year. The majority of SBL holders make their payments on time. For those that do not pay on time, SBL service staff, working for the Stadium Manager on the Stadium Authority’s behalf, contact the SBL holders and attempt to collect the full amounts owed. Ultimately, an SBL can be defaulted for non-payment. Once an SBL is defaulted, the SBL holder in default loses their right to buy season tickets as well as their priority rights to tickets to N on-NFL Events, and forfei ts any money they had invested in the SBL. Defaulted SBLs are then available for resale.

There is a total of 61,548 currently active SBLs, or 93% of the 66,066 sellable SBL seats as of June 30, 2022. This is an increase of 1,180 from the total active SBLs at the end of the prior fiscal year (March 31, 2021). The main reasons for the increase are due to sale of new SBLs offset by the customer seat relocation pr ogram and default buy back. The customer seat relocation program allows cust omers to trade in their SBLs in return for others in a different location as long as the total face value of the new seats is equal to or greater than the original seats.

During the first quarter, 286 SBLs were sold fo r a total face value of $2.2 million. The customer seat relocation program resulted in an increase of $1.2 million to the SBL face value while netting 157 more SBLs. There were also 553 SBLs defaulted during the quarter with a face value of $3.2 million.

Additional details regarding currently active SBLs as of June 30, 2022 are noted in Table

8. Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 - $ 715,770$ 714,028 $ 1,742 $ 2015/16 1,742 1,238,542 699,129 541,155 2016/17 541,155 1,164,698 1,209,342 496,511 2017/18 496,511 768,564 - 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 351,440 1 2,679,289 Discretionary Fund - Accrual Basis
12 Table 8

SBL Seats
Available
SBL Seats Sold as
of 3/31/22
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,079,310 $ 92.9% 942 928 2 8 - - 938 75,040,000$ 72,151,621 $ 96.2% 2 2 - - - - 2 80,000$ 74,257 $ 92.8% 4,945 4,549 18 10 (21) - 4,556 136,680,000$ 129,138,376 $ 94.5% 3,475 2,894 20 - (12) - 2,902 58,040,000$ 54,131,038 $ 93.3% 7 7 - - - - 7 105,000$ 96,939 $ 92.3% 2,163 2,199 6 - (7) - 2,198 26,376,000$ 24,175,245 $ 91.7% 7 7 - - - - 7 70,000$ 68,871 $ 98.4% 20,651 20,850 36 22 (178) - 20,730 124,380,000$ 114,682,604 $ 92.2% 14,307 14,037 140 (21) (158) - 13,998 69,990,000$ 62,889,021 $ 89.9% 916 919 3 1 - - 923 3,692,000$ 3,618,812 $ 98.0% 91 91 - - - - 91 273,000$ 257,424 $ 94.3% 40 44 - - - - 44 110,000$ 105,630 $ 96.0% 18,392 15,296 61 137 (177) - 15,317 30,634,000$ 28,543,314 $ 93.2% 28 32 - - - - 32 32,000$ 30,409 $ 95.0% 66,066 61,955 286 157 (553) - 61,845 539,584,625$ 503,042,871 $ 93.2% Plus: Interest on financed SBLs 66,133,956
Total Principal & Interest 569,176,827
(1) This table does not include $29.1 million that has been collected life-to-date from defaulted SBL holders.

Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through June 30, 2022
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
5,000
4,000
3,000
2,500
2,000
1,000

13 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 50% of the fiscal year complete, tota l operating revenues for the second quarter of the FY 2022/23 were $35.7 million representing 52% of the overall budget for revenues.

Stadium rent earned from St adCo totaled $13.2 million or 53% of budget. During the current reporting period, the Stadium Authority collected $12.4 million in SBL proceeds or 51% of what was budgeted. All SBL proceeds are to be trans ferred to the debt service fund per applicable loan agreem ents. Stadium Authority al so collected NFL ticket surcharges, Sponsorship Revenue, Naming Rights Revenue, and Senior & Youth Program Fees all of which are expected to meet budget this fiscal year.

Total operating expenses were $22.6 million, or 33% of the annual budget, which included the debt service transfers of $12.3 million.

For the current fiscal year, the Stadium Authority’s FY2022/23 budget was adopted on March 15, 2022 and included the Stadium Manager’s recommended Shared Expense budget of $10.5 million in a Legal Contingency line item. The expenses that were included in the Legal Contingency lin e are Stadium Operations, En gineering, Guest Services, Groundskeeping, Security and the Stadium M anagement Fee. However, the Executive Director was delegated authority to approve budget amendments of $5.1 million to move funds from the Legal Contingency line item to Shared Expenses after the review of adequate documentations for costs based on B oard direction. Subsequent to that direction, Stadium Authorit y staff met with the Stadium Manager on April 12, 2022 to review documentation for shared expenses. After follow-up meeti ngs with the Stadium Manager, payments related to compensation we re reviewed and approved for monthly payment, totaling $5.1 million for the fiscal year.

Shared Stadium Manger expenses were at 49% or $6.1 million of the $12.5 million budgeted amount, and SBL Sales & Service ex penses were 50% of the budget, or $1.0 million. The Stadium Authority pays for all utility costs from February 1 st through July
31st and the tenant (StadCo) pays fo r utility costs from August 1 st through January 31 st (Tenant Season). Therefore, ut ility costs are 67% of the budget for the second quarter, or $1.0 million. The current reporting period covers 67% (four out of the six months) that the Stadium Authority is responsible for ut ility costs. Transfers out for debt service amounted to $12.3 million. Lastl y, Stadium Author ity G&A costs were tracking below budgeted levels at $1.2 million or 27% of the budget.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and Stadium Manager ov er disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. As part of the settlement, the Stadium Authority agreed to pay for the budgeted expense for its share of Shared Stadium Manager Expenses and other expenses for the current fiscal year. The Stadium Authority released all of t he previously withheld expenses in the first quarter to the Stadium Manager on Octobe r 3, 2022. As such, the payment will be included in the third quarter report.

14 Overall, the Stadium Aut hority operating fund ended the second quarter with a fund balance of $52.1 million, an increase of $13.1 million or 34%. In cluded in that amount is an $12.3 million operating reserve and a $2.7 million discretionary fund.

Additional details are shown in Table 9.
15 Table 9

Budget to Budget to
Adopted Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Resources
Revenues
NFL Ticket Surcharge 10,822,000 $ 10,822,000 $ - $ 1,540,422$ 1,540,422 $ 9,281,578 $ 14% 8,665,000 $ 2,651,401 $ 6,013,599 $ 31% SBL Proceeds 24,398,000 24,398,000 - 12,382,812 12,382,812 12,015,188 51% 23,682,000 11,577,075 12,104,925 49% Interest 15,000 15,000 60,600 267,337 327,937 (312,937) 2186% 56,000 9,593 46,407 17% Non-NFL Event Revenue 250,000 250,000 - - - 250,000 0% - - - NA Net Revenues from Non-NFL Events - - - - - - NA - - - NA Naming Rights 7,380,000 7,380,000 3,635,630 3,635,630 7,271,260 108,740 99% 7,165,000 3,529,738 3,635,262 49% Sponsorship Revenue (STR) 405,000 405,000 148,143 81,250 229,393 175,607 57% 325,000 162,500 162,500 50% Rent 24,762,000 24,762,000 5,640,899 7,564,501 13,205,400 11,556,600 53% 24,762,000 12,931,600 11,830,400 52% Senior & Youth Program Fees 237,000 237,000 - 47,777 47,777 189,223 20% 232,000 69,808 162,192 30% Non-NFL Event Ticket Surcharge 574,000 574,000 201,912 500,968 702,880 (128,880) 122% 150,000 - 150,000 0% Other Revenue - - - - - - NA - - - NA Revenues Subtotal 68,843,000 $ 68,843,000 $ 9,687,184 $ 26,020,697 $ 35,707,881 $ 33,135,119 $ 52% 65,037,000 $ 30,931,715 $ 34,105,285 $ 48% Net Transfers - - - - - - NA - - - NA Total Resources 68,843,000 $ 68,843,000 $ 9,687,184 $ 26,020,697 $ 35,707,881 $ 33,135,119 $ 52% 65,037,000 $ 30,931,715 $ 34,105,285 $ 48% Budget to Budget to
Adopted Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Shared Stadium Manager Expenses
Stadium Operations - $ 3,827,196$ 832,211 $ 1,081,387$ 1,913,598 $ 1,913,598 $ 50% 1,681,393 $ 1,027,508 $ 653,885 $ 61% Engineering - 2,488,872 573,927 670,509 1,244,436 1,244,436 50% 1,543,240 860,670 682,570 56% Guest Services - 586,968 125,206 168,278 293,484 293,484 50% 304,134 135,265 168,869 44% Groundskeeping - 497,556 30,642 218,136 248,778 248,778 50% 93,809 52,325 41,484 56% Security - 1,626,828 129,989 683,425 813,414 813,414 50% 378,652 211,170 167,482 56% Procurement - - - - - NA 311,412 51,902 259,510 17% Insurance 3,230,000 3,230,000 2,935,718 (1,320,586) 1,615,132 1,614,868 50% 3,136,000 1,678,089 1,457,911 54% Stadium Management Fee - 253,000 - - - 253,000 0% - - - NA Shared Stadium Mngr Exps Subtotal 3,230,000$ 12,510,420 $ 4,627,693 $ 1,501,149 $ 6,128,842 $ 6,381,578 $ 49% 7,448,640 $ 4,016,929 $ 3,431,711 $ 54% Other Expenses
SBL Sales and Service 2,089,000 $ 2,089,000 $ 696,308 $ 348,154 $ 1,044,462$ 1,044,538 $ 50% 3,448,000 $ 1,260,000 $ 2,188,000 $ 37% Senior & Youth Fees (paid to City) 237,000 237,000 - 47,777 47,777 189,223 20% 232,000 93,264 138,736 40% Non-NFL Event Expense - - - - - - NA 600,000 - 600,000 0% Ground Rent (paid to City) 460,000 460,000 - 460,000 460,000 - 100% 425,000 425,000 - 100% Performance Rent (paid to City) - - - - - - NA - - - NA Discretionary Fund Expense 250,000 250,000 - - - 250,000 0% 250,000 - 250,000 0% Utilities 1,444,000 1,444,000 962,496 - 962,496 481,504 67% 1,586,000 495,500 1,090,500 31% Use of StadCo Tenant Improvements 48,000 48,000 11,602 14,188 25,790 22,210 54% 26,000 - 26,000 0% Stadium Authority G&A 4,205,000 4,205,000 515,590 635,415 1,151,005 3,053,995 27% 5,115,000 1,262,562 3,852,438 25% Naming Rights Commission 91,000 91,000 45,445 - 45,445 45,555 50% 88,000 44,122 43,878 50% Legal Contingency 10,542,420 1,262,000 - - - 1,262,000 0% 3,810,360 - 3,810,360 0% Other Expenses 723,000 723,000 240,879 120,440 361,319 361,681 50% 388,000 1,353 386,647 0% Transfers Out 44,785,580 44,785,580 - 12,337,956 12,337,956 32,447,624 28% 41,512,000 13,716,691 27,795,309 33% Other Expenses Subtotal 64,875,000 $ 55,594,580 $ 2,472,321 $ 13,963,930 $ 16,436,250 $ 39,158,330 $ 30% 57,480,360 $ 17,298,492 $ 40,181,868 $ 30% Total Expenses 68,105,000 $ 68,105,000 $ 7,100,014 $ 15,465,079 $ 22,565,092 $ 45,539,908 $ 33% 64,929,000 $ 21,315,421 $ 43,613,579 $ 33% Operating Reserve 12,329,870 $ 12,329,870 $ 12,302,419 $ 9,693,657 $ 11,940,523 $ Discretionary Fund 2,364,850 $ 2,364,850 $ 2,679,290 $ 2,327,832 $ 2,327,850 $ Operating Budget Status Report
For the Period Ending September 30, 2022 and 2021
Period Ending September 30, 2022 Period Ending September 30, 2021 Santa Clara Stadium Authority
16 Debt Service Budget
The Stadium Authority’s FY 2022/23 de bt service revenue budget of $2.1 million represents anticipated contribut ions from the Community Faci lities District (CFD). CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes ar e contributed to Stadium Aut hority to pay down the CFD Advance. The CFD Advance is payable solely from amounts receiv ed by the Stadium Authority from the CFD. During the firs t two quarters, $899,000 was contributed by the CFD, or 42% of the annual budget.

Total Stadium Authority debt service expenses for the cu rrent reporting period were $22.5 million, 52% of the budgeted amount. The debt service expenses for the CFD Advance, the Term A Loan, and the StadCo Subordinated Loan were $978,000, $20.1 million, and $1.4 million, respectively.

As of September 30, 2022, t he total outstanding amount of Stadium Authority debt had declined to $264.6 million. This is a reduction in principal of $15.7 million from the March 31, 2022 outstanding debt amount of $280.3 million.

Additional details are shown in Tables 10 and 11 and Chart 1. 17 Table 10

Budget to Budget to
Adopted Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Actu als Difference % Received Budget Actuals Difference % Received Resources
Revenues
Contribution from CFD 2,124,000$ 2,124,000 $ 611,227 $ 287,529 $ 898,755 $ 1,225,245$ 42% 483,000 $ 415,935 $ 67,065 $ 86% Revenues Subtotal 2,124,000 $ 2,124,000 $ 611,227 $ 287,529 $ 898,755 $ 1,225,245$ 42% 483,000 $ 415,935 $ 67,065 $ 86% Net Transfers In from Operating 40,984,580 40,984,580 - 12,337,956 12,337,956 28,646,624 30% 37,572,000 13,716,692 23,855,308 37% Contribution from Fund Balance - - 18,371,442 (9,128,063) 9,243,379 (9,243,379) NA - 7,126,543 (7,126,543) NA Total Resources 43,108,580 $ 43,108,580 $ 18,982,669 $ 3,497,422 $ 22,480,091 $ 20,628,489 $ 52% 38,055,000 $ 21,259,171 $ 16,795,829 $ 56% Budget to Budget to
Adopted Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Ac tuals Difference % Used Budg et Actuals Difference % Used Expenses
CFD Advance 2,042,000 $ 2,042,000 $ 433,923 $ 544,403 $ 978,325 $ 1,063,675$ 48% 483,000 $ 847,573 $ (364,573) $ 175% Term A Loan 25,494,000 25,494,000 17,415,690 2,692,691 20,108,381 $ 5,385,619 79% 25,529,000 19,775,456 5,753,544 77% StadCo Subordinated Loan 15,490,580 15,490,580 1,133,056 260,329 1,393,384$ 14,097,196 9% 12,043,000 636,142 11,406,858 5% Total Expenses 43,026,580 $ 43,026,580 $ 18,982,669 $ 3,497,422 $ 22,480,091 $ 20,546,489 $ 52% 38,055,000 $ 21,259,171 $ 16,795,829 $ 56% Debt Service Reserve 11,536,235 $ 11,536,235 $ 11,536,235 $ 11,536,235 $ 11,536,235 $ Debt Service Budget Status Report
For the Period Ending September 30, 2022 and 2021
Period Ending September 30, 2022 Period Ending September 30, 2021 Santa Clara Stadium Authority

18 Table 11

Chart 1

Type of Indebtedness
Interest
Rates
Outstanding as of
March 31, 2022 Net Change
Outstanding as of
September 30, 2022
Stadium Funding Trust Loan:

Term A Loan 5.00% 230,138,240 $ (14,723,000) $ 215,415,240 $ StadCo CFD Advance 5.73% 30,374,502 (105,712) 30,268,790 StadCo Subordinated Loan 5.50% 19,800,950 (867,953) 18,932,997 Total $ 280,313,692 $ (15,696,665) $ 264,617,027 Period Ending September 30, 2022
Santa Clara Stadium Authority
Debt Summary Report

19 Capital Improvement Project Budget
As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:
 Financial Management Information System Project
 Emergency Recycled Water Line Repair Project
 Command Post Communication Equipment

The following CapEx projects are currently in progress and expected to be completed by the end of the fiscal year:
 Stadium Insulation CapEx Project
 Non-Slip Floor Matting CapEx Project
 Lift Station CapEx Project
 Mechanical and Electrical Clo set Lighting CapEx Project  Rust Prevention Mitigation CapEx Project
 Loading Dock Lighting CapEx Project

The CIP Budget increased from $21.7 million to $23.0 million in the current reporting period. A total of $986,000 has been spent in FY 2022/23, which amounts to 4% of the budget. The main reasons that this is below budget are (1) there has been little activity on warranty work which makes up 7% of the CIP Budget, (2) delays in projects due to staffing shortage from the cont ractors as a result of CO VID-19, and (3) a number of projects are under compliance reviews of State procurement and prevailing wage laws.

On August 31, 2022, the Stadium Authorit y entered into a settlement agreement with StadCo and Stadium Manager ov er disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. As part of the settlement, in regards to Capi tal Expenditures, the Stadium Authority agreed to discontinue the current practice of withholding payment for Capital Expenditures subject to the review and approval of t he prevailing wage docum entation by Stadium Authority’s labor law compliance consultant. Under the Settlement Agreement, Stadium Manager further confirmed it s obligation to comply with applicable laws, including Prevailing Wage Laws, and St adium Manager also implem ented its new internal Prevailing Wage Laws compliance policy and pr ocedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

Additional details are shown below in Table 12.

20 Table 12

Budget to Budget to
Adopted Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Beginning Balances 22,103,296 $ 22,103,296 $ 23,001,058 $ 22,850,846 $ 23,001,058 $ (897,762) $ 19,438,420 $ 20,805,741 $ (1,367,321) $ Resources
3,800,310 3,800,310 - - - 3,800,310 0% 3,940,000 - 3,940,000 0% - - - - - - NA - - - N A Total Resources 25,903,606 $ 25,903,606 $ 23,001,058 $ 22,850,846 $ 23,001,058 $ 2,902,548 $ 89% 23,378,420 $ 20,805,741 $ 2,572,679 $ 89% Budget to Budget to
Final Amended Q1 Q2 YTD Actual Amended YTD Actual
Budget Budget Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 12,699,189 13,905,231 52,627 461,087 513,714 13,391,517 4% 6,993,911 324,661 6,669,250 5% Equipment 6,555,678 6,555,678 97,584 374,462 472,047 6,083,631 7% 5,734,770 92,524 5,642,246 2% Contingency 962,743 962,743 - - - 962,743 0% 623,935 - 623,935 0% Stadium Warranty Related Construction 1,528,202 1,528,202 - - - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 21,745,812 $ 22,951,854 $ 150,211 $ 835,550 $ 985,761 $ 21,966,093$ 4% 14,880,818 $ 417,185 $ 14,463,633$ 3% Ending Balances 4,157,794 $ 2,951,752 $ 22,850,846 $ 22,015,297 $ 22,015,297 $ 8,497,602 $ 20,388,556 $ Transfers In from Stadium Manager
CIP Budget Status Report
Transfers In from Operating Budget
For the Period Ending September 30, 2022 and 2021
Period Ending September 30, 2022 Period Ending September 30, 2021 Santa Clara Stadium Authority
21 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $666,000 that was contributed to the General Fund as shown in Table 13. Th is section of the r eport also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 13

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL Events are tracked and billed to t he Stadium Manager. Reimbursements are monitored and included in this report. Public safety costs incurred in support of NFL and Non-NFL events occurring in FY2022/23 totaled $855,000 and $1.8 million, respectively.

These reimbursements come from a combination of payments from the Stadium Manager and the offsite parking fees that were co llected. The City has received $4,000 in reimbursements as of the end of November 2022.

In addition to public safety costs, administrat ive costs are also tracked and billed to the Stadium Authority. These incl ude the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In the first two quarters of FY 2022/23, a total of $740,000 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Rents and Senior and Youth Fee
As noted above the City’s General Fund collected ground rent of $460,000. Additionally, the Senior and Youth Fee gener ated $48,000, of which the entire amount forwarded to the City in support of senior and youth programs. See the Glossary for more information on these revenues and how they are calculated.

Other Revenue Impacts
General Fund sales tax, property tax, and transient occupancy tax (TOT) collections have benefited from the direct and indirect economic activity related to stadium events.

Ground Rent 460,000 $
Performance Rent -
Senior and Youth Fee 47,777
Tasman Lots Parking Fee -
Sales Tax 158,009
665,786$
City of Santa Clara
Net General Fund Impact
For Stadium Authority Fiscal Year to Date Ending September 30, 2022 Total Net General Fund Impact
22 Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are taxable, resulting in sales tax revenue for t he City. The last two quarters of sales tax collections from Levi’s® Stadium transactions generated $158,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s ® Stadium, resulting in potentially more sales tax collections for the General Fund.

In accordance with State Law, StadCo must pay possessory interest property tax based on their lease of Levi’s
® Stadium from the Stadium Authority. This revenue is collected by the county and placed into the Redevelopm ent Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after payi ng any enforceable obligations of the Successor Agency are distributed to taxing ent ities in the same proportion as secured property taxes. The City’s proportion is approximately 10%.

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.

23 Glossary
This section of the report prov ides details behind key terms that are used in the body of this report.

Discretionary Fund – The Amended and Restated Stadium Lease Agreement describes the Non-NFL Event ticket surcharge which is imposed by the Stadium Authority. All promotors or sponsors of ti cketed Non-NFL Events are requi red to collect a Non-NFL ticket surcharge of $4 per ticke t on behalf of the Stadium Author ity. One-ha lf of these proceeds are used to cover Stadium Author ity operating and maintenance costs. The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund.

If at any time the discretionary fund balance exceeds $1 million, then in consultation with the Stadium Manager, t he Stadium Authority will determi ne if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, then funds will be reserved in the discretionary fund for such purposes.

If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, then up to hal f of the amount over $1 million can be transferred to the General Fund, in which event an equal amount will also be transferred from the discretionary fund to the Stadium Authority operating fund and will be included as revenue available to pay Stadium Authority expenses.

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Au thority to the City is noted in Chart 2 below.

Chart 2

Lease Year Fiscal Year
Annual Fixed
Ground Rent
1 2014/15 180,000 $
2 2015/16 215,000 $
3 2016/17 250,000 $
4 2017/18 285,000 $
5 2018/19 320,000 $
6 2019/20 355,000 $
7 2020/21 390,000 $
8 2021/22 425,000 $
9 2022/23 460,000 $
10 2023/24 495,000 $
11-15 2024/25 - 2028/29 1,000,000$
16-20 2029/30 - 2033/34 1,100,000$
21-25 2034/35 - 2038/39 1,200,000$
26-30 2039/40 - 2043/44 1,300,000$
31-35 2044/45 - 2048/49 1,400,000$
36-40 2049/50 - 2053/54 1,500,000$
24 Net Non-NFL Event Revenue – Net Non-NFL Event revenue is remitted by the Stadium Manager to the Stadium Authority on a yearly basis. This is done annually because the final reconciliation of the Non-NFL event revenues and expenses does not occur until after the conclusion of each fiscal year.

NFL Ticket Surcharge – The Amended and Restated Non-Relocation Agreement states that the Team will collect a 10% NFL ticket surcharge on the price of admission to all NFL games on behalf of Stadium Authority.

Non-NFL Event Ticket Surcharge – The Stadium Lease Agreem ent requires that the promoter or sponsor of any Non-NFL Event collect a Non-NFL Event ticket surcharge of $4 per ticket. The Lease Agreement sets aside one-half of the Non-NFL ticket surcharge for stadium operating and maintenance costs and one-half for discretionary expenses of the Stadium Authority.

Offsite Parking Fees – Parking lot operators who wish to operate a parking lot for sports or entertainment venues are required to go through the City’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offsite parking fee for each car that is parked for sports or entertainment events. This fee is designed to recover the public safety costs associated with these permitted offsite parking lots.

Therefore, when invoicing for NFL or Non-NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 2022/23 (July 1, 2022 through June 30, 2023) the offsite parking fee is $6.13.

Performance-Based Rent – The Amended and Restated Stadium Lease Agreement and the Ground Lease Agreement both describe the performance-bas ed rent that is due to the City. (It is calculated as 50% of the net income from Non-NFL events less performance-based rent credits. The performance-based rent credits include 50% of the fixed ground rent for the current lease year.)

Public Safety Costs – For each NFL and Non-NFL Event held at Levi’s ® Stadium, a
public safety plan is develo ped and implemented. Multiple City departments provide staffing, materials, and supplies to support the public safety plan. Services are provided through a combination of City staff, contracts with other agencies (California Highway Patrol, County Sheriff’s Office, and City of Sunnyvale) and some vendor provided services.

The Amended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s
® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that the Stadium Manager is responsible for paying Non-NFL Event expenses on behalf of the Stadium Authority. T herefore, the cost of providing public safety services are tracked through the City’s financial system and invoices are sent to the Stadium Manager.

All of these costs are reimbursed to the City of Santa Clara.

25 Senior and Youth Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a S enior and Youth Progra m Fee of $0.35 per NFL ticket sold on behalf of the Stadium Aut hority. Per section 8.2 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

Stadium Management Fee – The Stadium Manager re ceives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-round for both ent ities. In addition to the base management fee, the Stad ium Manager also receives a stadium marketing and booking fee (incentive fee) wh ich is based on a percentage of the amount that the net income from Non-NFL Events exceeds the marketing and booking fee benchmark. The marketing and booking fee benchm ark was $5 million in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first ten lease years are noted in Chart 3 below.

Chart 3

Tasman Lots Parking Fees – The City collects a fee of $5 per space for all cars that are parked on the Tasman surface lots during NFL events.

Fiscal
Year
Lease
Year
Annual Base
Stadium
Management Fee
(SCSA Share)
Stadium
Marketing and
Booking Fee
Benchmark
Net Income
from Non-
NFL Events
Additional
Stadium
Marketing and
Booking Fee
Total Stadium
Management
Fee
2014/15 1 200,000$ 5,000,000$ 5,207,553 $ 10,378 $ 210,378 $ 2015/16 2 206,000 5,150,000 6,079,016 46,451 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 212,800 2017/18 4 218,545 5,463,635 5,163,329 - 218,545 2018/19 5 225,102 5,627,544 18,591 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) - 231,855 2020/21 7 238,810 5,970,261 (476,960) - 238,810 2021/22 8 245,975 6,149,369 (288,741) - 245,975 2022/23 9 253,354 6,333,850
2023/24 10 260,955 6,523,866

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