Hudson Yards Infrastructure Corporation (A Component Unit of the City of New York) 1
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Hudson Yards Infrastructure Infrastructure Hudson Yards Hudson Yards Infrastructure c Corporation orporat I on (A Component Unit of The City ofYork) Unit ofThe Component New (A 2019 ANNUAL REPORT 1 Hudson Yards Infrastructure Infrastructure Hudson Yards TABLE OF CONTENTS c orporat 1 Letter from the President I on (A Component Unit of The City ofYork) Unit ofThe Component New (A 2 Independent Auditors’ Report 4 Management’s Discussion and Analysis (Unaudited) Basic Financial Statements: Government-wide Financial Statements 14 Statements of Net Position (Deficit) 15 Statements of Activities Governmental Funds Financial Statements 16 Governmental Funds Balance Sheets 18 Reconciliations of the Governmental Funds Balance Sheets to the Statements of Net Position (Deficit) 19 Governmental Funds Statements of Revenues, Expenditures and Changes in Fund Balances 21 Reconciliations of the Governmental Funds Statements of Revenues, Expenditures and Changes in Fund Balances to the Statements of Activities 22 Notes to Financial Statements 2 Hudson Yards Infrastructure Infrastructure Hudson Yards LETTER We are pleased to present the Fiscal Year 2019 Annual Report for FROM Hudson Yards Infrastructure Corporation (“HYIC” or “Corporation”), THE a local development corporation created by the City of New York PRESIDENT (the “City”) under the Not-For-Profit Corporation Law of the State of New York. The Corporation was created in 2005 to finance certain property acquisition and infrastructure work (the “Project”), including the extension of the No. 7 subway line from Times Square to c West 34th Street and Eleventh Avenue (“No. 7 subway extension”). orporat The Hudson Yards Financing District or the “Project Area” is generally bounded by Seventh I and Eighth Avenues on the east, West 43rd Street on the north, Eleventh and Twelfth Avenues on on the west, and West 29th and 30th Streets on the south (the “Project Area”). The Corporation City ofYork) Unit ofThe Component New (A derives its revenues primarily from development within the Project Area. The Hudson Yards Development Corporation (“HYDC”) is a local development corporation created by the City to manage and implement the Project. It has its own distinct audited financial statements, which are published separately from the audited financial statements of HYIC. HYIC’s operations include collecting revenues, applying revenues to pay principal and interest on its bonds and disbursing bond proceeds to pay Project costs. Although HYIC is legally separate both from the City and from HYDC, the Corporation is an instrumentality of the City and included in the City’s financial statements as a blended component unit. Under the Support and Development Agreement between HYIC, HYDC and the City, the City has agreed to make payments, subject to annual appropriation, in an amount sufficient, together with any revenues HYIC receives from development within the Project Area to pay interest on its bonds, for as long as those bonds are outstanding. Interest support payments (“ISP”) are required to be made by the City only when the Corporation receives insufficient revenues from the development to pay interest on supported bonds. Based on current legal authorization, up to $3.5 billion of HYIC bonds may benefit from the ISP. The No. 7 subway extension was opened in September 2015. A secondary entrance, located at West 35th Street and Hudson Boulevard East, opened in September 2018. The portion of the Bella Abzug Park (previously named Hudson Park & Boulevard), located between West 33rd and West 36th Streets, opened in August 2015. An expansion between West 36th and West 39th Streets is currently in the design phase. Completed development in the Project Area includes 10 Hudson Yards, a 1.8 million square feet office tower; The Eugene, a residential development with 844 rental apartments; 555 Tenth Avenue, a 600-unit rental apartment; 15 Hudson Yards, a 88-story condominium tower; 30 Hudson Yards, a 2.6 million square feet office space; and 35 Hudson Yards, a 71-story mixed use residential and office tower. In March 2019, several cultural and retail amenities were opened, including the Public Square and Gardens, a five-acre public space; The Shops & Restaurants, a one million square feet shopping mall featuring New York’s first Neiman Marcus store; The Shed, a performance art space and the Vessel, a public sculpture. Prior to Fiscal Year 2017, HYIC had issued $3 billion of bonds to finance the Project. On May 30, 2017, HYIC issued approximately $2.1 million refunding bonds to refund a portion of its outstanding bonds at lower interest rates. On February 1, 2019, HYIC entered into a Term Loan Agreement (“Loan”) with Bank of America, N.A., allowing the Corporation to draw up to $350 million to finance additional infrastructure projects in the Project Area. As of June 30, 2019, HYIC had approximately $2.72 billion of bonds outstanding, unchanged from the previous fiscal year. Very truly yours, Alan Anders President 1 Hudson Yards Infrastructure Infrastructure Hudson Yards Marks Paneth LLP 685 Third Avenue New York, NY 10017 P 212.503.8800 F 212.370.3759 markspaneth.com INDEPENDENT AUDITORS’ REPORT c orporat I To the Members of the Board of Directors of on Hudson Yards Infrastructure Corporation City ofYork) Unit ofThe Component New (A We have audited the accompanying financial statements of the governmental activities of Hudson Yards Infrastructure Corporation (“HYIC”), a component unit of The City of New York, as of and for the years ended June 30, 2019 and 2018, which collectively comprise HYIC’s basic financial statements as listed in the table of contents, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities of Hudson Yards Infrastructure Corporation as of June 30, 2019 and 2018, and the respective changes in financial position thereof for the years then ended in accordance with accounting principles generally accepted in the United States of America. 2 Hudson Yards Infrastructure Infrastructure Hudson Yards Other Matter – Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis on pages 4 through 13 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the c orporat basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing I standards generally accepted in the United States of America, which consisted of inquiries of management on about the methods of preparing the information and comparing the information for consistency with City ofYork) Unit ofThe Component New (A management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audits 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. New York, NY September 27, 2019 3 Hudson Yards Infrastructure Infrastructure Hudson Yards Management’s Discussion and Analysis As of and for the Years Ended June 30, 2019 and 2018