City of Santa Clara
Meeting Agenda
Audit Committee
Hybrid Meeting
Council Conference Room/Virtual
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
3:00 PMFriday, September 4, 2026
The City of Santa Clara is conducting the Audit Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).
Join from a PC, Mac, iPad, iPhone or Android device:
Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
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CALL TO ORDER AND ROLL CALL
CONSENT CALENDAR
1. Action on Audit Committee Minutes of March 18, 2026 and April 1, 2026
26-839
Approve the Audit Committee minutes of March 18,
2026 and April 1, 2026.
Recommendation:
PUBLIC PRESENTATIONS
[This item is reserved for persons to address the body on any matter not on the agenda that is within the subject matter jurisdiction of the body. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting.]
GENERAL BUSINESS
Audit Committee Meeting Agenda September 4, 2026
2. Overview of Santa Clara Stadium Authority Fiscal Year 2025/26 Annual Financial Statements and Audit Results Presentation by CliftonLarsonAllen, LLP
26-840
Accept the Santa Clara Stadium Authority Fiscal Year
2025/26 Annual Financial Statements and
recommend that the Stadium Authority Board note
and file the report at the September 15, 2026, Joint
Council and Authorities Concurrent and Stadium
Authority meeting.
Recommendation:
ADJOURNMENT
Future Audit Committee meetings will be scheduled at a later date.
MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi -adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi -adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.
If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City ’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.
Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk ’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.
Individuals who require an auxiliary aid or service for effective communication, or any other disability -related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City ’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-839 Agenda Date: 9/4/2026
REPORT TO AUDIT COMMITTEE
SUBJECT
Action on Audit Committee Minutes of March 18, 2026 and April 1, 2026
RECOMMENDATION
Approve the Audit Committee minutes of March 18, 2026 and April 1, 2026.
City of Santa Clara Printed on 8/31/2026Page 1 of 1
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City of Santa Clara
Meeting Minutes
Audit Committee
Draft
10:00 AM Hybrid Meeting
Council Conference Room/Virtual
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
03/18/2026
The City of Santa Clara is conducting the Audit Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).
Join from a PC, Mac, iPad, iPhone or Android device:
Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:
US: +1 669 900 6833
CALL TO ORDER AND ROLL CALL
Chair Gonzalez called the meeting to order at 10:01 A.M.
Albert Gonzalez, and Karen HardyPresent 2 -
Raj ChahalAbsent 1 -
CONSENT CALENDAR
26-296 Action on Audit Committee Minutes of September 22, 2025 and November 24, 2025
Recommendation: Approve the Audit Committee minutes of September 22, 2025 and November 24, 2025.
A motion was made by Member Hardy, seconded by Chair
Gonzalez, to approve the minutes. The motion carried by the following vote:
Aye: Gonzalez, and Hardy2 -
Absent: Chahal1 -
PUBLIC PRESENTATIONS
None
03/18/2026Audit Committee Meeting Minutes
GENERAL BUSINESS
26-297 Overview of the Single Audit Report for Fiscal Year Ended June 30, 2025 Recommendation: Accept the Single Audit Report for Fiscal Year Ended June 30, 2025 and recommend that the reports are forwarded to note and file to the full Council at the March 24, 2026 Council and Authorities Concurrent meeting.
Director Kenn Lee made some opening remarks and provided an overview.
Auditor Amy Meyer, Maze & Associates, gave a PowerPoint Presentation.
Committee Members' questions and comments were raised throughout the presentation.
Assistant Finance Director Linh Lam, Director Lee, Principal Accountant Lin Feng, City Manager Jovan Grogan, and Auditor Meyer addressed the questions and comments.
A motion was made by Member Hardy, seconded by Chair Gonzalez to accept the Single Audit Report for Fiscal Year Ended June 30, 2025 and recommend that the reports are forwarded to note and file to the full Council at the March 24, 2026 Council and Authorities Concurrent meeting. The motion carried by the following vote:
Aye: Gonzalez, and Hardy2 -
Absent: Chahal1 -
ADJOURNMENT
Chair Gonzalez adjourned the meeting at 10:21 A.M.
Future Audit Committee meetings will be scheduled at a later date.
03/18/2026Audit Committee Meeting Minutes
MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.
If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.
Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.
Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.
City of Santa Clara
Meeting Minutes
Audit Committee
Draft
10:00 AM Hybrid Meeting
Council Conference Room/Virtual
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
04/01/2026
The City of Santa Clara is conducting the Audit Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).
Join from a PC, Mac, iPad, iPhone or Android device:
Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:
US: +1 669 900 6833
CALL TO ORDER AND ROLL CALL
Chair Gonzalez called the meeting to order at 10:03 AM.
Member Karen Hardy, Member Raj Chahal, and Chair Albert GonzalezPresent 3 -
PUBLIC PRESENTATIONS
None
GENERAL BUSINESS
04/01/2026Audit Committee Meeting Minutes
1. 26-344 Note and File the City Auditor’s Office Report on the Audit of Silicon Valley Power’s Power Purchase Agreement Process
Recommendation: Accept the City Auditor’s Office Report on the Audit of Silicon Valley Power’s Power Purchase Agreement Process and recommend that this report be forwarded for note and file to the full Council at a future Joint Council and Authorities Concurrent and Stadium Authority Meeting.
Audit Manager David Noce made some opening remarks and gave a PowerPoint Presentation.
Committee Members' questions and comments were raised throughout the presentation.
Audit Manager Noce, Electric Utility Chief Operating Officer Chris Karwick, Assistant Director of Electric Utility Kathleen Hughes, City Manager Jovan Grogan, and Consultant Amanda Lasinski of Baker Tilly addressed the questions and comments.
A motion was made by Member Hardy, seconded by Member
Chahal, to accept the City Auditor's Office Report on the Audit of Silicon Valley Power's Power Purchase Agreement Process and recommend that this report be forwarded for note and file to the full Council at a future Joint Council and Authorities Concurrent and Stadium Authority Meeting.
The motion carried by the following vote:
Aye: Member Hardy, Member Chahal, and Chair Gonzalez3 -
ADJOURNMENT
Chair Gonzalez adjourned the meeting at 11:21 A.M.
Future Audit Committee meetings will be scheduled at a later date.
04/01/2026Audit Committee Meeting Minutes
MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.
If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.
Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.
Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-840 Agenda Date: 9/4/2026
REPORT TO AUDIT COMMITTEE
SUBJECT
Overview of Santa Clara Stadium Authority Fiscal Year 2025/26 Annual Financial Statements and Audit Results Presentation by CliftonLarsonAllen, LLP
BACKGROUND
The Santa Clara Stadium Authority (Stadium Authority), the Stadium Funding Trust, and Goldman Sachs Bank USA entered into a Credit Agreement on June 19, 2013. Section 5.1(a) of the Credit Agreement requires that the Stadium Authority Annual Financial Statements be audited by independent certified public accountants within 180 days after the end of each fiscal year. On February 4, 2026, the Stadium Authority entered into a professional services agreement with CliftonLarsonAllen, LLP (CLA) to perform the annual financial audit of the Stadium Authority’s Fiscal Year 2025/26 Annual Financial Statements.
The Annual Financial Statements include: (1) the Independent Auditors’ Report which describes the auditors’ responsibility and their opinion of the Financial Statements, (2) Management’s Discussion and Analysis which provides an overall review of the Stadium Authority’s financial activities, (3) the Basic Financial Statements, and (4) the Notes to the Financial Statements which have additional information pertaining to the Stadium Authority’s operations and financial position.
The Financial Statements being discussed with this report cover the Stadium Authority’s 2025/26 fiscal year, which runs from April 1, 2025 to March 31, 2026.
DISCUSSION
The role of the audit committee is to provide oversight of the Stadium Authority’s financial reporting processes, internal controls, and independent auditors. CLA will provide an overview of the Stadium Authority Fiscal Year 2025/26 Annual Financial Statements as well as a brief overview of the audit and the audit results. This includes their audit report, financial statement disclosures, internal control related matters, and other items.
Brianne Wiese, Principal, and Ricky Hegner, Senior, from CLA will be presenting the Stadium Authority audit results.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environment Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.
FISCAL IMPACT
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26-840 Agenda Date: 9/4/2026
Costs associated with the preparation of this report are included in the Stadium Authority Operating Budget.
COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.
PUBLIC CONTACT
Public contact was made by posting the Audit Committee agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
Accept the Santa Clara Stadium Authority Fiscal Year 2025/26 Annual Financial Statements and recommend that the Stadium Authority Board note and file the report at the September 15, 2026, Joint Council and Authorities Concurrent and Stadium Authority meeting.
Reviewed by: Linh Lam, Acting Treasurer
Approved by: Jovan D. Grogan, Executive Director
ATTACHMENTS
1. FY 2025/26 Santa Clara Stadium Authority Financial Statements Draft
2. SCSA staff presentation
3. CLA presentation
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DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Financial Statements
March 31, 2026 and 2025
(With Independent Auditors’ Report Thereon)
DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Table of Contents
Page
Independent Auditors’ Report 1
Management’s Discussion and Analysis (Unaudited) 4
Basic Financial Statements:
Statements of Net Position 9
Statements of Revenues, Expenses, and Changes in Net Position 10 Statements of Cash Flows 11
Notes to Financial Statements 12
INDE
PENDENT AUDITORS’ REPORT
Boar
d of Directors
Santa Clara Stadium Authority
Santa Clara, California
Repor
t on the Audit of the Financial Statements
Opinions
We have audited the financial statements of the Santa Clara Stadium Authority (the Authority), as of and for the year s ended March 31, 2026, and the related notes to the financial statements, which collectively comprise the Authority’s basic financial statements as listed in the table of contents.
In our
opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Authority, as of March 31, 2026, and the respective changes in financial position, and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
We did not
audit the financial statements of the Authority as of March 31, 2026. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts, is based solely on the report of the other auditors.
Basis f
or Opinions
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Authority and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilit
ies of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In pr
eparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Authority ’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 Board of Directors
Santa Clara Stadium Authority
Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors ’ report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In perfor
ming an audit in accordance with GAAS and Government Auditing Standards, we:
• Ex
ercise professional judgment and maintain professional skepticism throughout the audit. • Identify
and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtai
n an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Authority ’s internal control. Accordingly, no such opinion is expressed.
• Ev
aluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conc
lude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Authority ’s ability to continue as a going concern for a reasonable period of time.
We are r
equired to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control -related matters that we identified during the audit.
2 Board of Directors
Santa Clara Stadium Authority
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis be presented to supplement the basic financial statements.
Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
Ot
her Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated REPORT DATE, on our consideration of the Authority’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Authority ’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Santa Clara Stadium Authority’s internal control over financial reporting and compliance.
CliftonLarsonAllen LLP
Roseville, California
REPORT DATE
3 SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2026 and 2025
4 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
The management’s discussion and analysis of the Santa Clara Stadium Authority (Stadium Authority) provides an overall review of the Stadium Authority’s financial activities for the fiscal years ended March 31, 2026 and 2025. The intent of this discussion and analysis is to look at the Stadium Authority’s financial performance as a whole. Readers should review the discussion and analysis in conjunction with the basic financial statements, including the notes to the basic financial statements to enhance their understanding of the Stadium Authority’s financial performance.
The Stadium Authority has elected to provide comparative financial statements to better assist the reader. The Stadium Authority’s fiscal year runs from April 1 through March 31 to conform to the fiscal year of the Stadium Funding Trust (FinanceCo). The Stadium Authority is a component unit of the City of Santa Clara, California (City) whose fiscal year is July 1 through June 30.
The Stadium Authority exists as a public body, separate and distinct from the City. It was established to provide for the development and operation of Levi’s Stadium.
Financial Highlights
Key financial highlights for the fiscal year ended March 31, 2026 are as follows:
The carrying value of Levi’s Stadium, net of depreciation, is $647.2 million. During the fiscal year, there were ten San Francisco Forty Niner (Forty Niner) National Football League (NFL) games, eight large-scale ticketed Non-NFL events, forty-three (43) smaller special events, and Super Bowl LX held at Levi’s Stadium.
The Stadium Authority recognized $89.1 million in operating revenue and $65.6 million in operating expenses.
The revenues from the Non-NFL events were $24.7 million and the related expenses were $16.6 million resulting in net Non-NFL event revenue of $8.1 million. Debt service payments during the fiscal year totaled $20.6 million. Overall remaining outstanding debt was reduced by $9.9 million.
The assets of the Stadium Authority exceeded its liabilities and deferred inflows of resources by $209.1 million, an increase of $30.7 million during the fiscal year, from the operation of Levi’s Stadium. The City received $1.0 million for stadium ground rent and $3.5 million for performance-based rent.
Additionally, the City is required to be fully reimbursed for all its administration and public safety costs by either the Stadium Authority for Non-NFL events or Forty Niners SC Stadium Company LLC (StadCo) for Forty Niner NFL events. The City is also required to be fully reimbursed for all Super Bowl LX qualified event expenses by either the Bay Area Host Committee (BAHC) or StadCo.
Overview of the Financial Statements
This annual report consists of a series of financial statements and the notes to those statements. These statements are organized so the reader can understand the Stadium Authority as a financial whole. The basic financial statements provide both a short-term and long-term view of the Stadium Authority’s financial activities and financial position.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2026 and 2025
5 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
The basic financial statements comprise the statements of net position, the statements of revenues, expenses, and changes in net position, the statements of cash flows, and the notes to the financial statements. The statements of net position provide information about the financial position of the Stadium Authority as a whole, including all of its long-term liabilities on the full accrual basis. The statements of revenues, expenses, and changes in net position provide information about all revenue and expenses. The statements of cash flows provide information about cash activities for the period.
Financial Analysis of the Stadium Authority as a Whole
The Stadium Authority’s net position at March 31, 2026, March 31, 2025, and March 31, 2024 is as follows:
FY 2026 FY 2025increase increaseFY 2026 FY 2025 FY 2024 (decrease) (decrease)Assets:Capital assets $ 657,688,270 666,979,909 678,569,448 (9,291,639) (11,589,539) Other assets 756,235,699 759,390,232 765,846,369 (3,154,533) (6,456,137) Total assets $ 1,413,923,969 1,426,370,141 1,444,415,817 (12,446,172) (18,045,676) Liabilities:Current unearned revenue $ 16,452,464 16,394,288 16,129,950 58,176 264,338 Other current liabilities 22,945,518 27,693,381 37,184,066 (4,747,863) (9,490,685) Long-term unearned revenue 390,982,896 401,565,885 409,068,741 (10,582,989) (7,502,856) Other long-term liabilities 229,916,784 240,731,216 250,689,036 (10,814,432) (9,957,820) Total liabilities $ 660,297,662 686,384,770 713,071,793 (26,087,108) (26,687,023) Deferred inflows of resources:Deferred inflows leases related $ 544,535,833 561,552,578 578,569,323 (17,016,745) (17,016,745) Total deferred inflows of resources $ 544,535,833 561,552,578 578,569,323 (17,016,745) (17,016,745) Net position:Net investment in capital assets $ 455,585,423 455,678,670 456,438,951 (93,247) (760,281) Restricted for:Debt service 13,025,390 12,654,503 12,298,802 370,887 355,701 Capital projects and otheragreements 102,349,648 92,964,776 81,938,065 9,384,872 11,026,711 Unrestricted deficit (361,869,987) (382,865,156) (397,901,117) 20,995,169 15,035,961 Total net position $ 209,090,474 178,432,793 152,774,701 30,657,681 25,658,092 Fiscal Year 2025-26 Analysis
Capital assets decreased when compared to the prior year by $9.3 million due to annual depreciation, partially offset by equipment and building improvement additions (note 4). Other assets decreased by $3.2 million when compared to the prior year. This was due to a decrease in the lease receivable that was paid by StadCo, offset by increases to cash balances in the Renovation/Demolition Reserve and the new Public Safety Cost Reserve bank accounts as well as an increase in prepaid expenses related to the FIFA World Cup 2026 tickets and suite expenses that were owed to Levi’s Strauss in accordance with naming rights agreements. Liabilities decreased by $26.1 million when compared to the prior year. This is primarily due to the paydown of the Public Safety Cost 2024 Outstanding Balance, principal payment of long-term debt (note 5) and a decrease in unearned
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2026 and 2025
6 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
Stadium Builder License (SBL) revenue as it is amortized annually. Total net position for the Stadium Authority, as a whole, increased by $30.7 million between March 31, 2025 and March 31, 2026 to $209.1 million.
Fiscal Year 2024-25 Analysis
Capital assets decreased when compared to the prior year by $11.6 million due to annual depreciation, partially offset by equipment and building additions. Other assets decreased when compared to the prior year by $6.5 million. This was due to a decrease in the lease receivable that was paid by StadCo offset by an increase in accounts receivable from higher net Non-NFL event revenue. Liabilities decreased by $26.7 million compared to the prior year. This is primarily due to the paydown of the Public Safety Cost 2024 Outstanding Balance, payment of performance-based rent to the City (note 6), principal payment of long-term debt (note 5) and a decrease in unearned SBL revenue as it is amortized annually. Total net position for the Stadium Authority, as a whole, increased by $25.7 million between March 31, 2024 and March 31, 2025 to $178.4 million.
The Stadium Authority’s revenues, expenses, and changes in net position for the fiscal years ended March 31, 2026, March 31, 2025, and March 31, 2024 are as follows:
FY 2026 FY 2025increase increaseFY 2026 FY 2025 FY 2024 (decrease) (decrease)Operating revenues $ 89,117,000 83,338,250 81,892,188 5,778,750 1,446,062 Operating expenses (65,612,490) (62,037,540) (79,659,943) (3,574,950) 17,622,403 Operating income 23,504,510 21,300,710 2,232,245 2,203,800 19,068,465 Nonoperating revenues 19,551,043 19,000,112 18,819,490 550,931 180,622 Nonoperating expenses (16,167,137) (18,051,305) (12,342,207) 1,884,168 (5,709,098) Income before contributionsand other revenues 26,888,416 22,249,517 8,709,528 4,638,899 13,539,989 Contributions and other revenues 3,769,265 3,408,575 3,467,625 360,690 (59,050) Increase in net position 30,657,681 25,658,092 12,177,153 4,999,589 13,480,939 Total net position – beginning of fiscalperiod 178,432,793 152,774,701 140,597,548 25,658,092 12,177,153 Total net position – end of fiscal period $ 209,090,474 178,432,793 152,774,701 30,657,681 25,658,092 Fiscal Year 2025-26 Analysis
Stadium Authority operating revenues increased by $5.8 million when compared to the prior year. This was mainly due to increases in Non-NFL event ticket surcharge as the minimum per ticket surcharge was increased from $4 per ticket to $8 per ticket and NFL ticket surcharge related to higher NFL season ticket prices. The operating expenses increased by $3.6 million compared to the prior year. This increase is primarily related to higher Non-NFL event expenses and Stadium Manager expenses offset by lower performance-based rent.
Nonoperating revenues increased by $551 thousand mainly due to revenue from StadCo for its share of the Levi’s Strauss naming rights signage refurbishment project per the applicable agreements. Nonoperating expenses decreased by $1.9 million when compared to the prior year. This is mainly due to a lower payment to 7 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2026 and 2025
the City’s general fund related to Stadium Authority excess revenues as described in the Stadium Lease as well as lower interest expense resulting from lower debt balances.
Contributions and other revenues were $3.8 million, an increase of $361 thousand from the prior fiscal year.
These represent special hotel tax revenues collected to pay the CFD Advance Loan (note 5).
Fiscal Year 2024-25 Analysis
Stadium Authority operating revenues increased by $1.4 million when compared with the prior year. This was mainly due to increases in revenue from ticketed Non-NFL events, rents and licenses and NFL ticket surcharge. The operating expenses decreased by $17.6 million compared to the prior year. This decrease is primarily due to lower Stadium Manager expenses, Non-NFL events expenses and public safety costs over threshold. The Stadium Authority recognized non-recurring expenses for buffet costs and public safety costs over threshold in fiscal year 2023-24 as a part of the 2024 Settlement Agreement.
Nonoperating revenues increased by $181 thousand mainly due to an increase in bank interest revenue offset by a decrease in interest income from SBLs. Nonoperating expenses increased by $5.7 million due to the payment to the City’s general fund of excess revenues as described in the Stadium Lease.
Contributions and other revenues were $3.4 million, a decrease of $59 thousand from the prior fiscal year.
These represent special hotel tax revenues collected to pay the CFD Advance Loan (note 5).
Capital Assets
The capital assets of the Stadium Authority are those which are used in the performance of the Stadium Authority’s functions, including but not limited to infrastructure-related assets. These assets do not include StadCo’s tenant improvements. At March 31, 2026, capital assets totaled $657.7 million.
Further detail may be found in note 4 to the financial statements.
Debt Administration
At March 31, 2026, the Stadium Authority had total debt outstanding of $209.7 million, as shown in detail in note 5 to the financial statements. Stadium Authority’s debt comprised Stadium Funding Trust Term A loan of $184.8 million and the CFD Advance Loan of $24.9 million.
Economic and Financial Overview
Economic forecasts project growth however recent developments related to the Middle East conflict resulting in higher gas prices, inflation, lower consumer spending and significant financial market volatility create some uncertainty. However, the local economy continues to show positive signs. While unemployment rates at the national and state level have increased slightly over the past several years, the rate for this region remains consistently below the rate for the state and closer to the national level. Additionally, property values in the City of Santa Clara remain high. There continues to be commercial and residential development, including several projects in the vicinity of Levi’s Stadium. The past few years have also seen increases in hotel nights and rates
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2026 and 2025
8 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
resulting in increases to Community Facilities District (CFD) taxes that flow to the Stadium Authority to pay down debt. Major financial factors impacting the Stadium Authority are:
In May 2013, a Naming Rights Agreement with Levi Strauss & Co. (Levi’s) was approved naming the Stadium “Levi’s Stadium” for a term of 20 years. In January 2024, the First Amendment to Naming Rights Agreement with Levi’s was approved extending the initial term an additional 10 years. The naming rights agreement and its first amendment calls for Levi’s to pay a total of $273.1 million to the Stadium Authority over the 30-year period. The agreement requires the Stadium Authority to hold at least 36 “Major Events” (with 25,000+ attendees) every three contract years. The Second Amendment to the Stadium Management Agreement states that Forty Niners Stadium Management Company, LLC (ManagementCo) would pay the Stadium Authority as liquidated damages the amount owed by the Stadium Authority to Levi’s in the event the required number of events is not met. As of March 31, 2026, the Stadium Authority has received $85.6 million in naming rights revenue.
Stadium Builders Licenses (SBLs) entitle the license holder to priority rights to buy tickets for events at Levi’s Stadium. The total value of the currently active SBL holders’ licenses is $562.9 million. Through March 31, 2026, $572.0 million in SBL principal payments have been collected since inception. This is due in part to a number of SBL holders paying off or prepaying a large portion of their SBL, and defaulted SBLs being resold at full price. In addition to SBL collections, the Stadium Authority has collected $72.4 million in interest from license holders who financed their SBLs since inception. The Stadium Authority collected $24.8 million in lease revenue during the NFL season and $8.1 million net revenue associated with hosting Non-NFL events for the fiscal year ended March 31, 2026. The Stadium Authority collects a 10% surcharge on the price of admission to all regular season NFL games and a minimum of $8 per ticket surcharge for all ticketed Non-NFL events. There were ten regular season NFL games held at Levi’s Stadium during fiscal year ended March 31, 2026, which resulted in $16.1 million in NFL ticket surcharge revenues. The Stadium Authority also recognized $4.4 million in Non-NFL event ticket surcharge revenues from the eight large-scale ticketed events held at the Stadium. One of the large-scale events incurred a $8 per ticket surcharge with the rest incurring a $10 per ticket surcharge.
Contacting the Stadium Authority’s Financial Management This financial report is designed to provide our residents, taxpayers, investors, and creditors with a general overview of the Stadium Authority’s finances and to demonstrate the Stadium Authority’s accountability for the money it receives. If you have any questions about this report or need additional financial information, contact the City of Santa Clara Finance Department at 1500 Warburton Avenue, Santa Clara, CA 95050-3796.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Net Position
March 31, 2026 and 2025
9 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
Assets 2026 2025Current assets:Cash $ 9,925,170 7,977,439 Restricted cash 93,950,934 89,150,424 Restricted cash with fiscal agent 18,847,742 16,553,017 Accounts receivable 20,958,176 23,280,276 Lease receivable 12,457,780 12,189,380 Materials, supplies and prepaids 1,625,000 — Total current assets 157,764,802 149,150,536 Capital assets:Buildings and improvements, net 647,216,119 653,918,308 Machinery and equipment, net 4,480,381 5,531,077 Construction in progress 5,991,770 7,530,524 Total capital assets 657,688,270 666,979,909 Right-to-use leased assets, net 25,540,263 26,338,396 Long-term restricted cash with fiscal agent 11,536,235 11,536,235 Long-term lease receivable 557,643,338 570,101,118 Long-term accounts receivable 3,751,061 2,263,947 Total noncurrent assets 1,256,159,167 1,277,219,605 Total assets $ 1,413,923,969 1,426,370,141 LiabilitiesCurrent liabilities:Accounts payable and accrued liabilities $ 8,517,385 13,687,329 Retentions payable 495,303 252,042 Interest payable 5,044,028 5,245,166 Due to City of Santa Clara 121,544 316,232 Lease liability, current portion 362,325 354,518 Term A loan payable, current portion 8,404,933 7,838,094 Unearned revenue, current portion 16,452,464 16,394,288 Total current liabilities 39,397,982 44,087,669 Lease liability 28,597,720 28,960,046 Term A loan payable 176,413,316 184,818,250 CFD advance loan payable 24,905,748 26,952,920 Unearned revenue 390,982,896 401,565,885 Total noncurrent liabilities 620,899,680 642,297,101 Total liabilities 660,297,662 686,384,770 Deferred Inflows of ResourcesDeferred inflows leases related 544,535,833 561,552,578 Total deferred inflows of resources 544,535,833 561,552,578 Net PositionNet investment in capital assets 455,585,423 455,678,670 Restricted for:Debt service 13,025,390 12,654,503 Capital projects and other agreements 102,349,648 92,964,776 Unrestricted deficit (361,869,987) (382,865,156) Total net position $ 209,090,474 178,432,793 See accompanying notes to financial statements.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Revenues, Expenses and Changes in Net Position March 31, 2026 and 2025
10 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26
2026 2025Operating revenues:Charges for services $ 46,290,361 41,060,384 Rents and licensing 42,826,639 42,277,866 89,117,000 83,338,250 Operating expenses:Leases 3,843,009 4,860,489 Materials, services, and supplies 40,229,053 36,325,126 Selling, general, and administrative expenses 2,161,523 2,286,484 Depreciation 19,378,905 18,565,441 65,612,490 62,037,540 Operating income 23,504,510 21,300,710 Nonoperating revenues (expenses):Interest revenue 18,865,490 19,000,112 Other revenue 685,553 — Interest expense (11,379,627) (11,885,849) Other expense (4,787,510) (6,165,456) Income before contributions and other revenues 26,888,416 22,249,517 Contributions:Contribution from Community Facilities District 3,769,265 3,408,575 Change in net position 30,657,681 25,658,092 Net position – beginning of period 178,432,793 152,774,701 Net position – end of period $ 209,090,474 178,432,793 See accompanying notes to financial statements.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Cash Flows
March 31, 2026 and 2025
11 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 2026 2025Cash flows from operating activities:Receipts from customers $ 49,178,382 37,572,953 Payments to suppliers (54,387,485) (54,111,810) Rents and licensing received 38,379,215 40,930,472 Net cash provided by operating activities 33,170,112 24,391,615 Cash flows from noncapital financing activities:Net borrowings from other City of Santa Clara funds (194,688) (156,898) Distribution to City of Santa Clara (4,787,510) (6,165,456) Net cash used in noncapital financing activities (4,982,198) (6,322,354) Cash flows from capital and related financing activities:Contribution from Community Facilities District 3,545,592 3,363,652 Acquisition and construction of capital assets (8,093,542) (6,236,653) Principal payments on capital debt (9,885,267) (9,058,562) Interest paid on capital debt (10,935,284) (11,420,300) Net cash used in capital and related financing activities (25,368,501) (23,351,863) Cash flows from investing activity:Interest and dividends 6,223,553 5,995,058 Net cash provided by investing activity 6,223,553 5,995,058 Net increase in cash and restricted cash 9,042,966 712,456 Cash and restricted cash, beginning of period 125,217,115 124,504,659 Cash and restricted cash, end of period $ 134,260,081 125,217,115 Reconciliation of operating income to cash provided by operating activities:Operating income $ 23,504,510 21,300,710 Depreciation 19,378,905 18,565,441 Lease revenues 7,745,255 7,745,255 Lease expenses (1,000,000) (1,000,000) Change in operating assets and liabilities:Accounts receivable 1,220,155 (5,341,562) Prepaid expenses (1,625,000) — Accounts payable and accrued liabilities (5,528,900) (9,639,711) Unearned revenue (10,524,813) (7,238,518) Net cash provided by operating activities $ 33,170,112 24,391,615 Noncash operating and capital financing activities:Equipment purchases included in accounts payable and accrued expense $ 358,956 (58,884) See accompanying notes to financial statements.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
12 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (1) Organization and Reporting Entity
(a) Organization
On June 8, 2010, residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a new 68,500-seat football stadium (the Stadium) to be leased to the San Francisco 49ers (49ers). In addition, Measure J called for the creation of the Santa Clara Stadium Authority to own, develop, construct, operate, and maintain the Stadium project. The City of Santa Clara, California (City) and the City of Santa Clara Redevelopment Agency (Agency) entered into a Joint Exercise of Powers Agreement (JPA Agreement) establishing the Santa Clara Stadium Authority (Stadium Authority). The JPA Agreement was later amended to add the Bayshore North Project Enhancement Authority as a member of the Stadium Authority. On June 28, 2011, the Governor signed into law Assembly Bill No. X1 26 (ABX1 26), which called for the dissolution of Redevelopment Agencies throughout the State. The California State Supreme Court upheld ABX1 26, and as a result, on February 1, 2012, all California Redevelopment Agencies were dissolved. The Successor Agency of the City of Santa Clara (Successor Agency) then assumed the obligations of the Agency under the JPA Agreement. (b) Financial Reporting Entity
As defined by US generally accepted accounting principles (GAAP), the financial reporting entity consists of a primary government, as well as its component units, which are legally separate organizations for which the elected officials of the primary government are financially accountable.
Financial accountability is defined as:
1) Appointment of a voting majority of the component unit’s board and either (a) the ability to impose will by the primary government or (b) the possibility that the component unit will provide a financial benefit to or impose a financial burden on the primary government; or 2) Fiscal dependency on the primary government.
Based upon the application of these criteria, the Stadium Authority has no component units. However, the Stadium Authority is a component unit of the City due to the Mayor and City Council serving as the Board of the Stadium Authority and therefore meeting the financial accountability criteria. The City Manager serves as the Executive Director. The debt which was incurred for the construction of the Stadium is the responsibility of the Stadium Authority. The City is not a party to the debt nor has the City guaranteed such debt.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Stadium Authority have been prepared in conformity with GAAP, as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing government accounting and financial reporting principles. The Stadium Authority is included as an enterprise fund in the City’s Annual Financial Report, and therefore, these financial statements do not purport to represent the financial position and changes in financial position of the City.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
13 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (b) Basis of Accounting and Measurement Focus
The Stadium Authority reports its activities as a business-type activity. The financial statements include statements of net position, statements of revenues, expenses, and changes in net position, and statements of cash flows, and are accounted for using the “economic resources” measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the statements of net position. Reported net position is segregated into three categories – net investment in capital assets, restricted, and unrestricted. The statements of revenues, expenses, and changes in net position present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which a liability is incurred.
Operating revenues are those revenues that are generated from the primary operations of the Stadium Authority. All other revenues are reported as nonoperating. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses.
During the year ended March 31, 2026, the Stadium Authority implemented the following GASB Statements:
The GASB issued Statement No. 102, Certain Risk Disclosures. The objective of this Statement is to provide users of government financial statements with essential information about the risks related to a government’s vulnerabilities due to certain concentrations or constraints. This statement is effective for fiscal years beginning after June 15, 2024. The implementation had no effect on the financial statements.
The Stadium Authority is analyzing the effects of the following pronouncements and plans to adopt them by the effective dates:
The GASB issued Statement No. 103, Financial Reporting Model Improvements. The objective of this Statement is to improve key components of the financial reporting model to enhance its effectiveness in providing information that is essential for decision making and assessing a government’s accountability. This statement is effective for fiscal years beginning after June 15, 2025. The Stadium Authority is currently evaluating the impact on the financial statements.
The GASB issued Statement No. 104, Disclosure of Certain Capital Assets. The objective of this Statement is to provide users of government financial statements with essential information about certain types of capital assets. This statement is effective for fiscal years beginning after June 15, 2025. The Stadium Authority is currently evaluating the impact on the financial statements.
The GASB issued Statement No. 105, Subsequent Events. The objective of this Statement is to improve financial reporting related to subsequent events by enhancing consistency and providing users of government financial statements with essential information about subsequent events. This statement is effective for fiscal years beginning after June 15, 2026. The Stadium Authority is currently evaluating the impact on the financial statements.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
14 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (c) Year-End
An amendment was made to the JPA Agreement on November 13, 2012 in part to change the fiscal year of the Stadium Authority from a July 1 through June 30 fiscal year to an April 1 through March 31 fiscal year to conform with the fiscal year of Stadium Funding Trust. (d) Cash, Restricted Cash, and Restricted Cash with Fiscal Agent The Stadium Authority’s cash is not pooled with the City but is held in separate bank and trust accounts.
(i) Composition of Cash, Restricted Cash, and Restricted Cash with Fiscal Agent Cash, restricted cash, and restricted cash with fiscal agent at March 31, 2026 and 2025 consist of cash deposits in banks.
Restricted cash includes revenue that has not yet been transferred to Stadium Funding Trust accounts. On the fifteenth of the following month, all revenue is swept into the Stadium Funding Trust accounts as required by the Deposit and Disbursement Agreement and becomes restricted cash with fiscal agent. It also includes cash dedicated to construction and the capital expenditure, operating, and renovation/demolition reserve accounts.
Restricted cash with fiscal agent consists of stadium deposits pledged to a syndicate of lenders.
The application of these deposits is restricted to Stadium Authority operations and debt service. (ii) Reserves Authorized by Debt Agreements
Stadium Authority maintains required amount of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are unexpended bond proceeds or are pledged reserves to be used if Stadium Authority fails to meet its obligations under these debt issues. The California Government Code 53601 (L) allows these funds to be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, other arrangements, or certificates of participation in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (iii) Custodial Credit Risk
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Under California Government Code Section 53651, depending on specific types of eligible securities, a bank must deposit eligible securities posted as collateral with its agent having a fair value of 105% to 150% of the Stadium Authority’s cash on deposit. All of the deposits are either insured by the Federal Depository Insurance Corporation (FDIC) or collateralized with pledged securities held in the trust department of the financial institutions.
(e) Accounts Receivable
Accounts receivable are recorded in the Stadium Authority’s accounts at the amounts that are contractually due. Accounts receivable include payments due from ManagementCo as a result of the
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
15 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 operations of non-National Football League (NFL) events held at the Stadium and the overpayment of stadium manager expenses. Naming Rights revenue due from Levi’s Strauss & Co., special tax proceeds collected by the Community Facilities District (CFD) and not yet paid to Stadium Authority pursuant to the CFD Reimbursement Agreement, and other miscellaneous receivables are also included as accounts receivable in the statements of net position. (f) Capital Assets
Capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Contributed capital assets are valued at their estimated fair value on the date contributed.
Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets with a value over $10,000 and is charged as an expense against operations.
Useful lives(years)Buildings and improvements 10–50Machinery and equipment 2–25 The cost of maintenance, repairs, minor replacements, and renewals are charged to operations as incurred. Major replacements, renewals, and betterments are capitalized. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in the statements of revenues, expenses, and changes in net position.
(g) Unearned Revenue and Revenue Recognition
Stadium Builder License (SBL) proceeds and payments received for other license agreements are initially recorded as unearned revenue and are recognized as revenue over the term of the contracts.
SBL defaults are recognized in the year earned. Rental income is recognized as revenue based on GASB 87 over the term of the Stadium Lease (note 2(k)).
Non-NFL event revenue, NFL ticket surcharge, Non-NFL ticket surcharge, and other operating revenues are recognized as they are earned.
(h) Risk Management
Per the terms of the Stadium Lease, during operations, the Forty Niners SC Stadium Company LLC (StadCo) procures insurance and the Stadium Authority pays a proportionate share to StadCo. (i) Income Taxes
The Stadium Authority falls under the purview of Internal Revenue Code, Section 115 and corresponding California Revenue and Taxation Code provisions. As such, the Stadium Authority is not subject to federal or state income taxes.
(j) Use of Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
16 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
(k) Lease Agreements
GASB 87, Leases, requires a lessee to recognize a lease liability and an intangible right-to-use lease asset, and a lessor to recognize a lease receivable and a deferred inflow of resources, for all leases.
Lessee – The Stadium Authority is a lessee for a noncancelable ground lease. The Stadium Authority recognizes any lease liability with an initial and individual value of $100,000, and an intangible right‐to‐ use leased asset (lease asset) in the statements of net position.
At the commencement of a lease, the Stadium Authority initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight‐line basis over its useful life.
Key estimates and judgments related to leases include how the Stadium Authority determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments as follows:
The Stadium Authority uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, the Stadium Authority generally uses its estimated incremental borrowing rate as the discount rate for leases. The Stadium Authority used a
2.18% discount rate for the expected lease payments to present value. The lease term includes the noncancelable period of the lease and options to extend that it is reasonably certain to exercise. The Stadium Authority has included the exercise of one of the four-year renewal options due to the time it would take and the complexity of negotiating new lease terms with lessor.
Lease payments included in the measurement of the lease liability are composed of fixed payments.
The Stadium Authority monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability. The Stadium Authority has the Ground Lease with the City (note 6). As of March 31, 2026, the balances related to the lease liability and right-to-use were $29.0 million and $25.5 million respectively. The lease has remaining terms of 33 years as of April 1, 2025. As of March 31, 2026, the Stadium Authority recognized $798 thousand in lease amortization expense and $640 thousand in interest expense. Similarly, as of March 31, 2025, the Stadium Authority recognized $798 thousand in lease amortization expense and $648 thousand in interest expense.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
17 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 A summary of lease liability activity during the year ended March 31, 2026 is as follows:
Amounts dueMarch 31, March 31, within one2025 Additions Reductions 2026 yearLease liability $ 29,314,564 — (354,519) 28,960,045 362,324 Total lease liability $ 29,314,564 — (354,519) 28,960,045 362,324 A summary of lease liability activity during the year ended March 31, 2025 is as follows:
Amounts dueMarch 31, March 31, within one2024 Additions Reductions 2025 yearLease liability $ 29,321,106 — (6,542) 29,314,564 354,519 Total lease liability $ 29,321,106 — (6,542) 29,314,564 354,519
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
18 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 Right-to-use leased assets for the years ended March 31, 2026 is as follows:
March 31, March 31,2025 Additions Reductions 2026Right-to-use leased assets being depreciated:Land $ 29,530,929 — — 29,530,929 Total right-to-use leased assets 29,530,929 — — 29,530,929 Less accumulated depreciation for:Land (3,192,533) — (798,133) (3,990,666) Total accumulated depreciation (3,192,533) — (798,133) (3,990,666) Total right-to-use leased assets, net $ 26,338,396 — (798,133) 25,540,263 Right-to-use leased assets for the years ended March 31, 2025 is as follows:
March 31, March 31,2024 Additions Reductions 2025Right-to-use leased assets being depreciated:Land $ 29,530,929 — — 29,530,929 Total right-to-use leased assets 29,530,929 — — 29,530,929 Less accumulated depreciation for:Land (2,394,400) — (798,133) (3,192,533) Total accumulated depreciation (2,394,400) — (798,133) (3,192,533) Total right-to-use leased assets, net $ 27,136,529 — (798,133) 26,338,396
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
19 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 Future principal and interest payments on the lease liability are as follows as of March 31, 2026:
Principal InterestYear ending March 31:2027 $ 362,325 637,675 2028 370,303 629,697 2029 378,456 621,544 2030 486,790 613,210 2031 497,508 602,492 2032-2036 2,858,969 2,841,031 2037-2041 3,710,409 2,489,591 2042-2046 4,659,809 2,040,191 2047-2051 5,718,439 1,481,561 2052-2056 6,858,426 801,574 2057-2058 3,058,611 101,389 Total $ 28,960,045 12,859,955 Lessor – The Stadium Authority is a lessor for noncancelable leases of land and building. The Stadium Authority recognizes a lease receivable and a deferred inflow of resources in the financial statements.
At the commencement of a lease, the Stadium Authority initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue on a straight-line basis over the life of the lease term.
Key estimates and judgments include how the Stadium Authority determines (1) the discount rate it uses to discount the expected lease receipts to present value, (2) lease term, and (3) lease receipts as follows:
The Stadium Authority uses its estimated incremental borrowing rate as the discount rate for leases. The Stadium Authority used a 2.18% discount rate for the expected lease payments to present value.
The lease term includes the noncancelable period of the lease and options to extend it believes the lessee is reasonably certain to exercise. The Stadium Authority has included the exercise of one of the four-year renewal options due to the time it would take and the complexity of negotiating new lease terms with lessee.
Lease receipts included in the measurement of the lease receivable comprises fixed payments from the lessee.
The Stadium Authority monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. The Stadium Authority has the Stadium Lease with StadCo (note 6). As of March 31, 2026, the balances related to
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
20 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 the lease receivable and deferred inflow of resources were $570.1 million and $544.5 million, respectively. As of March 31, 2025, the lease receivable and deferred inflow of resources were $582.3 million and $561.6 million, respectively. The lease has remaining terms of 33 years as of April 1, 2025. As of March 31, 2026, the Stadium Authority recognized $17.0 million in lease revenue under the rents and licensing revenue category and $12.6 million in interest revenue. Similarly, as of March 31, 2025, the Stadium Authority also recognized $17.0 million in lease revenue under rents and licensing revenue category and $12.8 million in interest revenue.
A summary of lease receivable activity during the year ended March 31, 2026 is as follows:
March 31, March 31,2025 Additions Reductions 2026Lease receivable $ 582,290,498 — (12,189,380) 570,101,118 Total lease receivable $ 582,290,498 — (12,189,380) 570,101,118 A summary of lease receivable activity during the year ended March 31, 2025 is as follows:
March 31, March 31,2024 Additions Reductions 2025Lease receivable $ 594,217,262 — (11,926,764) 582,290,498 Total lease receivable $ 594,217,262 — (11,926,764) 582,290,498 A summary of deferred inflows of resources activity during the year ended March 31, 2026 is as follows:
March 31, March 31,2025 Additions Reductions 2026Deferred inflows leases related $ 561,552,578 — (17,016,745) 544,535,833 Total deferred inflows leases related $ 561,552,578 — (17,016,745) 544,535,833 A summary of deferred inflows of resources activity during the year ended March 31, 2025 is as follows:
March 31, March 31,2024 Additions Reductions 2025Deferred inflows leases related $ 578,569,323 — (17,016,745) 561,552,578 Total deferred inflows leases related $ 578,569,323 — (17,016,745) 561,552,578
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
21 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 Future principal and interest receipts from the lease receivable are as follows as of March 31, 2026:
Principal InterestYear ending March 31:2027 $ 12,457,780 12,304,220 2028 12,732,090 12,029,910 2029 13,012,439 11,749,561 2030 13,298,962 11,463,038 2031 13,591,794 11,170,206 2032-2036 72,582,158 51,227,842 2037-2041 80,932,886 42,877,114 2042-2046 90,244,383 33,565,617 2047-2051 100,627,187 23,182,813 2052-2056 112,204,554 11,605,446 2057-2058 48,416,885 1,107,115 Total $ 570,101,118 222,282,882 (3) Stadium Development
(a) Transaction Overview
During fiscal year 2011-12, the Stadium Authority and StadCo entered into a series of agreements in connection with the construction of the Stadium. The Stadium was constructed and is owned by the Stadium Authority; certain tenant improvement components are owned by StadCo. Construction on the Stadium began in April 2012 and it was substantially completed in July 2014, in time for the 2014 NFL season.
The City owns the land on which the Stadium was constructed. The City has leased the land to the Stadium Authority under a ground lease, and the Stadium Authority has leased the Stadium to StadCo for the six-month period from August through January (the NFL season) of each year, for an initial lease term of 40 years. The Stadium Lease commenced in August 2014 upon substantial completion of construction.
The Stadium Authority and StadCo have engaged ManagementCo, an affiliate of StadCo, to manage the Stadium on a year-round basis. The Stadium Management Agreement has an initial term of 25 years, plus a 15-year renewal option. The Stadium Authority pays ManagementCo for services related to its operations on behalf of the Stadium Authority. For the years ended March 31, 2026 and 2025, ManagementCo charged the Stadium Authority $13.1 million and $11.8 million in shared expenses, and $5.3 million and $5.5 million in other operating and management expenses, respectively.
(b) Construction Funding
Funding for construction of the Stadium, excluding tenant improvements funded by StadCo, falls into three major categories: an initial construction loan from a bank syndicate, which was refinanced during
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
22 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 2013 as described below; funding from the StadCo Subordinated Loan; and construction period and other revenues.
(i) Stadium Construction Loan Facility
The initial financing included a delayed draw term loan facility (the Construction Facility) provided by a syndicate of banks (the Lenders) to Stadium Funding Trust (FinanceCo). FinanceCo, a Delaware statutory trust, entered into the Construction Facility with the Lenders and then issued a loan facility to the Stadium Authority in the amount of $450 million (the Authority Loan). The Construction Facility had a maturity date of September 1, 2015. In June 2013, FinanceCo and the Stadium Authority refinanced the Construction Facility, resulting in FinanceCo paying off the Construction Facility and entering into a new debt structure that includes 26-year fixed rate notes and a delayed draw 5-year loan facility. FinanceCo then issued a new loan facility to the Stadium Authority in the amount of $450 million. The Stadium Authority’s loan facilities are discussed in note 5.
(ii) StadCo Subordinated Loan
In March 2012, StadCo agreed to loan the Stadium Authority up to $500 million (the Subloan) to be used for the construction of Levi’s Stadium. During the refinance process in June 2013, the interest rate on the Subloan was fixed and part of the then outstanding Subloan was paid down. The Subloan is discussed in note 5.
(iii) Construction Period and Other Revenues
Certain revenues were collected by the Stadium Authority while the Stadium was under construction. These construction period and other revenues primarily consist of SBL and naming rights revenues collected by the Stadium Authority.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
23 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (4) Capital Assets
Capital asset activity for the year ended March 31, 2026 is as follows:
Balance BalanceMarch 31, March 31,2025 Additions Reductions Transfers 2026Nondepreciable assets:Construction in progress $ 7,530,524 9,572,970 (283,837) (10,827,887) 5,991,770 Total nondepreciableassets 7,530,524 9,572,970 (283,837) (10,827,887) 5,991,770 Capital assets being depreciated:Buildings and improvements 830,191,432 — — 10,589,245 840,780,677 Machinery and equipment 9,852,476 — — 238,642 10,091,118 Less accumulated depreciation for:Buildings and improvements (176,273,124) (17,291,434) — — (193,564,558) Machinery and equipment (4,321,399) (1,289,338) — — (5,610,737) Net depreciable assets 659,449,385 (18,580,772) — 10,827,887 651,696,500 Net capital assets $ 666,979,909 (9,007,802) (283,837) — 657,688,270 Capital asset activity for the year ended March 31, 2025 is as follows:
Balance BalanceMarch 31, March 31,2024 Additions Reductions Transfers 2025Nondepreciable assets:Construction in progress $ 4,202,330 7,062,604 (884,835) (2,849,575) 7,530,524 Total nondepreciableassets 4,202,330 7,062,604 (884,835) (2,849,575) 7,530,524 Capital assets being depreciated:Buildings and improvements 830,191,432 — — — 830,191,432 Machinery and equipment 7,002,901 — — 2,849,575 9,852,476 Less accumulated depreciation for:Buildings and improvements (159,648,096) (16,625,028) — — (176,273,124) Machinery and equipment (3,179,119) (1,142,280) — — (4,321,399) Net depreciable assets 674,367,118 (17,767,308) — 2,849,575 659,449,385 Net capital assets $ 678,569,448 (10,704,704) (884,835) — 666,979,909
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
24 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (5) Long-Term Debt
(a) Long-Term Debt Summary
Changes in long-term debt for the year ended March 31, 2026 consisted of the following:
Outstanding Outstandingas of as of Amounts dueIssue Due March 31, March 31, within onedate Date 2025 Additions Reductions 2026 yearBusiness type activity debt:Stadium Funding Trust loanTerm A loan 06/19/13 04/01/39 5.00 % $ 192,656,344 — (7,838,095) 184,818,249 8,404,933 StadCo CFD Advance 04/01/13 12/31/54 5.73 26,952,920 — (2,047,172) 24,905,748 — Total $ 219,609,264 — (9,885,267) 209,723,997 8,404,933 Type of indebtedness ratesInterest
Changes in long-term debt for the year ended March 31, 2025 consisted of the following:
Outstanding Outstandingas of as of Amounts dueIssue Due March 31, March 31, within onedate Date 2024 Additions Reductions 2025 yearBusiness type activity debt:Stadium Funding Trust loanTerm A loan 06/19/13 04/01/39 5.00 % $ 199,956,240 — (7,299,896) 192,656,344 7,838,094 StadCo CFD Advance 04/01/13 12/31/54 5.73 28,711,586 — (1,758,666) 26,952,920 — Total $ 228,667,826 — (9,058,562) 219,609,264 7,838,094 InterestType of indebtedness rates
(b) Stadium Funding Trust Loan
The Restated Credit Agreement by and among FinanceCo, the Stadium Authority and Goldman Sachs Bank was entered into on June 19, 2013. FinanceCo agreed to loan the Stadium Authority up to $450 million. Under the Restated Credit Agreement, the loan from FinanceCo consists of the Term A Loan and the Term B Loan. On March 31, 2016, the Stadium Authority paid the remaining amount due on the Term B Loan.
(i) Term A Loan
The Term A Loan was made in the amount of $282.8 million. This loan bears interest at a fixed rate of 5%, payable semiannually, with annual principal payments due beginning in April 2018. It has a maturity date in 2039 and is subject to certain prepayment premiums. The loan was fully drawn at closing. Debt service on this loan is secured by a pledge of available SBL revenues of Stadium Authority.
During the years ended March 31, 2026 and 2025 the Stadium Authority recorded $9.2 million and $9.6 million in interest expense and made a principal payments of $7.8 million and $7.3 million, respectively. As of March 31, 2026 and 2025, $184.8 million and $192.7 million was outstanding, respectively.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
25 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 In the event of default under the loan agreement, FinanceCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority’s obligation to repay the related loan to FinanceCo to be immediately due and payable. (c) StadCo CFD Advance
In May 2010, the City completed the proceedings to establish CFD for the purpose of financing certain publicly owned facilities and public services associated with the Stadium.
On June 11, 2013, the CFD, the Stadium Authority, and StadCo entered into a Reimbursement Agreement under which the CFD would agree to reimburse the Stadium Authority for costs of the publicly owned facilities and public services constructed for the Stadium. The reimbursement can only be made from the special tax generated by the CFD, as and when received by the CFD.
StadCo has agreed to advance to the Stadium Authority funds to pay for the CFD Infrastructure (StadCo CFD Advance). To evidence the Stadium Authority’s obligation to repay the StadCo CFD Advance, the Stadium Authority and StadCo also executed a note on June 11, 2013. The StadCo CFD Advance has a maximum principal of $38 million and an interest rate of 5.73%.
During the year ended March 31, 2026, as the special CFD tax was submitted to the Stadium Authority, a number of payments were made on the StadCo CFD Advance. StadCo CFD Advance payments were made midway through each quarter. The interest that accrued between the last StadCo CFD Advance payment and the end of the year is added to principal.
During the years ended March 31, 2026 and 2025 the Stadium Authority recorded $1.5 million and $1.6 million in interest expense and made principal payments of $2.1 million and $1.8 million, respectively.
As of March 31, 2026 and 2025 $24.9 million and $27.0 million was outstanding, respectively. (d) StadCo Subordinated Loan
The Restated StadCo Obligations Agreement dated as of June 19, 2013 was entered into by and between StadCo and the Stadium Authority as part of the take-out financing process. Under the Restated StadCo Obligations Agreement, StadCo will loan the Stadium Authority an amount not to exceed $500 million with a fixed 5.50% interest rate. Required principal repayments started in March 2016 and the Stadium Authority may prepay the loan at any time. Debt service on this loan is secured by a pledge of available Stadium Authority revenues on a basis subordinate to outstanding senior loans, if any.
As of March 31, 2026 and 2025, there was no balance outstanding.
In the event of default under the loan agreement, StadCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority’s obligation to repay the related loan to StadCo to be immediately due and payable.
(e) Management Company Revolving Loan
The Management Company Revolving Loan dated as of March 28, 2012 was entered into by and between the Stadium Authority and ManagementCo. The Management Company Revolving Loan
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
26 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 provides borrowing to the Stadium Authority in an amount not to exceed $25 million through the earlier of the end of the term of the Stadium Lease or the expiration of the Stadium Management Agreement, with interest at the prime rate payable quarterly. The Management Company Revolving Loan may be used solely for the purpose of enabling the Stadium Authority to pay Covered Stadium Authority Operating Expenses (as defined in the agreement) to the extent, and only to the extent, that funds are not otherwise available. There was no activity on this loan in fiscal years 2024-25 and 2025-26.
As of March 31, 2026 and 2025, there was no balance outstanding. (f) Pledge of Future Revenues
The pledge of future revenues ends upon repayment of the $184.8 million in outstanding principal on the Term A which is scheduled to occur in fiscal year 2039-40. For fiscal year 2025-26, revenues including operating revenues and nonoperating interest earnings amounted to $108.0 million and operating costs including operating expenses, but not interest, depreciation, or amortization amounted to $46.2 million. Net revenues available for debt service amounted to $61.8 million, which represented a coverage ratio of 7.4 on the $8.4 million of debt service to be paid in the coming year. (g) Long-Term Debt Maturities
Future principal and interest amounts due on long-term debt are as follows as of March 31, 2026:
Principal Interest
Year ending March 31:
2027 $ 8,404,933 10,247,765
2028 9,001,865 9,797,672
2029 9,630,410 9,316,151
2030 10,292,166 8,801,543
2031 10,988,812 8,252,102
2032-2036 66,743,361 31,666,173
2037-2041 69,756,702 12,595,358
2042-2046 — 7,135,495
2047-2051 — 7,135,495
2052-2055 24,905,748 5,351,622
Total $ 209,723,997 110,299,376
(6) Leases
(a) Ground Lease
On February 28, 2012, the Stadium Authority entered into a lease (the Ground Lease) with the City whereby the City leases the Stadium site to the Stadium Authority. The Ground Lease was amended on June 19, 2013 and May 28, 2024.
The Ground Lease has an initial term of 40 years. The first lease year commenced on the first day following the substantial completion of construction (August 1, 2014) and ended on the next following March 31. The subsequent lease years will start on April 1 and end on the following March 31. The
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
27 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 Stadium Authority will have five successive extension options, each four years in duration, which would commence following the initial term expiration date.
The Ground Lease provides that the City will receive a fixed ground rent (Fixed Ground Rent) of $180 thousand for the first year of Stadium operations payable by the Stadium Authority. Beginning in the second year of Stadium operations and annually thereafter through the tenth year of Stadium operations, the Fixed Ground Rent will increase annually by $35 thousand. Beginning in the 11th year of Stadium operations, Fixed Ground Rent will be increased to equal $1 million, and thereafter will be increased by $100 thousand every five years through the end of the initial term of the Ground Lease. If the term of the Ground Lease is extended, then, during the first extension term, the Fixed Ground Rent will equal $1.58 million; and if and to the extent the Ground Lease is further extended, the Fixed Ground Rent will be increased by $80 thousand every four years thereafter through the expiration of the term of the Ground Lease. Stadium Authority paid the City $1 million in ground rent in each of the fiscal years ended March 31, 2026 and 2025.
Future minimum payments due under the lease are as follows:
LeasePaymentsYear ending March 31:2027 $ 1,000,000 2028 1,000,000 2029 1,000,000 2030 1,100,000 2031 1,100,000 2032-2036 5,700,000 2037-2041 6,200,000 2042-2046 6,700,000 2047-2051 7,200,000 2052-2054 4,500,000 Total $ 35,500,000 The Ground Lease also provides that the City will receive a performance-based rent equal to 50% of the net income from Non-NFL events, less certain credits including 50% of the Fixed Ground Rent, payable by the Stadium Authority. If certain of the credits are not used within the year incurred or the next ten succeeding years, the credits will expire. The Stadium Authority reported a net Non-NFL event revenue of $8.1 million and $10.2 million in each of the fiscal years ended March 31, 2026 and 2025, which triggers a performance-based rent payment to the City. Performance-based rent payments of $3.5 million and $4.6 million have been made to the City for fiscal years ended March 31, 2026 and 2025, respectively.
(b) Stadium Lease
On March 28, 2012, the Stadium Authority entered into a lease with StadCo whereby the Stadium Authority leases the Stadium to StadCo. On June 19, 2013, the same parties entered into an Amended
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
28 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 and Restated Stadium Lease Agreement (the Stadium Lease). The Stadium Lease was amended on May 28, 2024.
The Stadium Lease has an initial term of 40 years commencing on the first day following the substantial completion of construction (August 1, 2014) and includes five successive options to extend the term by four years each. The Stadium Lease is divided into two seasons:
The Tenant Season, which includes the NFL season (including preseason, regular season, and postseason NFL games) and runs from August 1 through January 31; and The Stadium Authority Season, which runs from February 1 through July 31.
Pursuant to the Stadium Lease, the Stadium Authority and StadCo will be entitled to receive and collect separate revenues. Rent payable by StadCo to the Stadium Authority is $24.8 million per year. The lease also provides for a fair market rent adjustment in year 33 (fiscal year 2046-47).
The Stadium Authority received $24.8 million in stadium rent from StadCo in each of the fiscal years ended March 31, 2026 and 2025.
The Stadium Authority may elect to expand the Tenant Season to consist of the entire lease year, from April 1 through the next succeeding March 31 (Stadium Authority Put Right), by delivering written notice to StadCo. The Stadium Authority Put Right may be exercised at any time during lease year 13, (fiscal year 2026-27), or at any time that the Management Company Revolving Loan balance exceeds $20 million; neither of these criteria have been met. The expansion of the Tenant Season will be effective as of the applicable Tenant Season Expansion Date as set forth in the Stadium Lease.
Effective from and after the Tenant Season Expansion Date and continuing through the remainder of the Stadium Lease term, the Tenant Season will consist of the entire lease year. (7) Commitments and Contingencies
(a) Asset Retirement Obligation
Pursuant to the Ground Lease, the Stadium Authority may be required to demolish the Stadium and other improvements at the end of the lease term, upon written notice from the City. Pursuant to the Stadium Lease, the Stadium Authority has been establishing reserves to fund the cost of demolishing the stadium at the end of the lease term. While such reserves are projected to cover the entire demolition cost, StadCo will be responsible for funding any shortfall. (b) ManagementCo Offsite Office Space
On January 31, 2025, as part of ManagementCo's fiscal year 2025-26 budget submission, ManagementCo included an estimated office lease space expense of approximately $620,000. The Stadium Authority did not approve the proposed budgeted amount. No invoice has been submitted for the office lease space expense, and the actual amount, if any, has not been determined. The office lease space expense is currently in dispute between Stadium Authority and ManagementCo and is subject to the dispute resolution process under the applicable agreements. The dispute remains unresolved as of March 31, 2026. Accordingly, no liability has been recorded in the accompanying financial statements as of March 31, 2026.
SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2026 and 2025
29 DRAFT 2025-26 SantaClaraStadiumAuthority FS_08.31.26 (8) Subsequent Events
Management has evaluated subsequent events through September XX, 2025, which is the date the financial statements were available to be issued, and determined there are no other items to disclose.
Santa Clara Stadium AuthoritySanta Clara Stadium Authority Fiscal Year 2025/26 Annual Financial Statements and Audit Results Presentation by CliftonLarsonAllen, LLPAudit Committee MeetingSeptember 4, 2026 Agenda•Overview•Audit Results Presentation by CliftonLarsonAllen, LLP(CLA)•Recommendation2 Audit Results Presentation by CLA, LLP3
Recommendation•Accept the Santa Clara Stadium Authority Fiscal Year 2025/26 Annual Financial Statements and recommend that the Stadium Authority note and file the report at the September 15, 2026 Joint Council and Authorities Concurrent and Stadium Authority meeting.4 ©2026 CliftonLarsonAllen LLP. CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer .
Securities and investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor, member FINRA/SIPC.
Audit Conclusion Presentation
Year ended March 31, 2026
Santa Clara Stadium Authority
1 ©2026 CliftonLarsonAllen LLP
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Agenda
• Audit scope and process
• Audit opinions and results
• Engagement finalization
• Key financial highlights
• GASB standards
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Audit Scope
Independent
Auditors’ Report on
financial
statements
Independent
Auditors’ Report
debt compliance
Agreed Upon
Procedures Report
on the shared
stadium expenses
Required
governance
communications
letter
©2026 CliftonLarsonAllen LLP
Audit Process
4 Internal controls Revenue recognition
Leases Debt and covenants
Expenses SBL revenues
RISK-BASED APPROACH
SBL revenues
Capital Assets
©2026 CliftonLarsonAllen LLP
©2026 CliftonLarsonAllen LLP 5
No internal material weakness
noted.
No non-compliance noted.
No uncorrected adjustments
proposed.
No corrected adjustments
identified.
Financial statement
Financial statement audit opinion
is unmodified.
Debt compliance
No noncompliance identified.
Agreed Upon Procedures
No discrepancies noted to date.
AUDIT OPINIONS AUDIT RESULTS
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Approval
from audit
committee
Signed
representation
letter
6 STEPS TO FINALIZE AUDIT ENGAGEMENT
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Key Financial Highlights
• Management’s Discussion and Analysis (page 4)
• Introduces the financial statements and provides an analytical overview of the SCSA financial activities.
• Basic Financial Statements (page 9)
• Financial statements that reports the assets, liabilities, net position, expenses and revenues of the Stadium Authority.
• Includes the Statement of Net Position, Statements of Revenues, Expenses, and Changes in Net Position, and Statement of Cash Flows ©2026 CliftonLarsonAllen LLP
©2026 CliftonLarsonAllen LLP 8
Key Financial Highlights (cont.)
• Notes to Financial Statements (page 12)
• An integral part of the audit report that provides information on significant financial transactions of the Stadium Authority.
• Note 1 – Organization and Reporting Entity
• Note 4 – Capital Assets
• Note 5 – Long-Term Debt
• Note 6 – Leases
• Note 7 – Commitments and Contingencies
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Key Financial Highlights (cont.)
• Assets exceeded Liabilities and Deferred Inflows of Resources by $209.1 million, an increase of $30.7 million
• Total Assets were $1.4 billion, with Levi’s Stadium being the largest asset with a carrying value of $647.2 million, net of depreciation.
• Total Liabilities were $660.3 million made up mostly of outstanding debt equaling $209.7 million and unearned revenues relating to Stadium Builder’s Licenses (SBL’s) of $407.4 million. ©2026 CliftonLarsonAllen LLP
©2026 CliftonLarsonAllen LLP 10
Key Financial Highlights (cont.)
• Operating revenues exceeded operating expenses by $23.5 million.
• Total operating revenue was $89.1 million, with Non-NFL events generating $24.7 million in revenue and contributing $8.1 million in net revenue after $16.6 million in related expenses. • Total operating expenses were $65.6 million, including $13.1 million in ManagementCo shared expenses, $5.3 million in ManagementCo’s other operating and management expenses, $3.5 million in performance-based rent paid to the City. ©2026 CliftonLarsonAllen LLP. CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer .
Securities and investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC -registered investment advisor, member FINRA/SIPC.
GASB Standards
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Implemented in FY 2026
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Text Text
GASB 102 Certain Risk Disclosures
Effective date
March 31, 2026
Increased footnote disclosures surrounding risk:
• Limitations on raising revenues
• Concentrations related to tax revenue or vendors
• Debt or mandated spending — especially unfunded mandates • Impact of major employer leaving the community
• Collective bargaining agreements
13 ©2026 CliftonLarsonAllen LLP
Impact
Evaluated in the
year ended
March 31, 2026,
noting no
triggering events
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To be implemented in 2027 and
beyond
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CLA can help by
assisting with or
evaluating financial
statement
presentation and
disclosure updates
Text Text
GASB 103 Financial Reporting
Model Improvements
Effective date
March 31, 2027
Impacts financial statement presentation
Updated disclosure guidance for:
• MD&A consistency
• Clearer definition of unusual or infrequent items
• Presentation of proprietary fund statements
• Major component unit information
• Budgetary comparison information
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Text Text
GASB 104 – Disclosure of Certain
Capital Assets
Effective date
March 31, 2027
Will clarify how capital
assets are disclosed in
financials:
• Capital assets held for sale
and related pledged debt
• Leased assets
• Subscription assets
• Right to Use PPP assets
• Other intangible assets
16 CLA can help by
assisting with or evaluating
financial statement
disclosure updates
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Text Text
GASB Implementation Guide 2025-1
Effective date
March 31, 2027,
except for Question
4.16, which is effective
immediately
Will provide explanatory
guidance in the following
areas:
• Cash flow reporting
• Subsidies
• Lease Term and Modifications
• Accounting Changes and
Error Corrections
17 CLA can help by
assisting with or evaluating
accounting and financial
statement presentation
and disclosure updates
©2026 CliftonLarsonAllen LLP
©2026 CliftonLarsonAllen LLP
Text Text
GASB 105 Subsequent Events
Effective date
March 31, 2028
Clarifies subsequent event definition and
establishes specific note disclosure requirements:
• Subsequent event time frame
• Recognized vs nonrecognized events
• Disclosure of date through which subsequent events were evaluated
• Specific disclosure requirements for nonrecognized events CLA can help by
assisting with or
evaluating financial
statement
disclosure updates
18 ©2026 CliftonLarsonAllen LLP
©2026 CliftonLarsonAllen LLP
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©2026 CliftonLarsonAllen LLP. CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer.
Securities and investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC-registered investment advisor, member FINRA/SIPC. 20 Ricky Hegner
Senior Associate
[email protected]
916-218-7118
Brianne Wiese, CPA
Principal
[email protected]
310-592-3940
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