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V.I. Public Finance Authority (PFA) Analysis of Working Capital Issuances For the Period Covering Fiscal Years 2009 ‐ 2014 No. Type Working Capital Series Security Amount Lender Issue Date Footnote(s) 1 Revenue Bond Series 2010A ‐ Senior Lien MF 305,000,000 $     Investors July 2010 C Revenue Bond Series 2010B ‐ Subordinate Lien MF 94,050,000         Investors July 2010 C Revenue Bond Series 2010 (A&B)Total MF 399,050,000 $     Investors July 2010 C, J Bond Anticipation Note Total Repayment ‐‐ 2009B Working Capital GRT (206,400,000)      FBank/BPPR July 2010 B, D Remaining Working Capital 192,650,000 $     2 Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #1 GRT 18,800,000 $       FBank November 2010 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #1 GRT 12,600,000 BPPR November 2010 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #2 GRT 15,000,000 FBank January 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #2 GRT 10,000,000 BPPR January 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #3 GRT 15,000,000 FBank April 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #3 GRT 10,000,000 BPPR April 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #4 GRT 15,000,000 FBank July 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #4 GRT 10,000,000 BPPR July 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #5 GRT 15,000,000 FBank September 2011 D Bond Anticipation Note Series 2010A1 & A2 ‐ Draw #5 GRT 10,000,000 BPPR September 7, 2011 D Series 2010A1 & A2 Total 131,400,000 $     3 Revenue Bonds Series 2012 MF 142,640,000 $     Bond September 2012 E 4 Revenue Anticipation Note Series 2013B ‐‐ Draw #1 GRT 40,000,000 $       FBank August 2013 F 5 Revenue Anticipation Note Series 2013B ‐‐ Draw #2 GRT 20,000,000 $       FBank October 2013 G 6 Revenue Anticipation Note Series 2013B ‐‐ Draw #3 GRT 20,000,000 $       FBank March 2014 G 7 Revenue Note Series 2014B GRT 14,000,000 $       BPPR September 2014 G 8 Revenue Bond Series 2014A GRT 45,140,000 $       Investors September 2014 H 9 Revenue Anticipation Note Series 2015E GRT 20,000,000 $       FBank December 2014 I Total Working Capital Issuances 832,230,000 $     FOOTNOTES A Refer to Note 7 of PFA's 9/30/09 Audited Financial Statements. B Refer to Note 8 of PFA's 9/30/10 Audited Financial Statements. C Refer to Note 6 of PFA's 9/30/10 Audited Financial Statements. D Refer to Note 8 of PFA's 9/30/11 Audited Financial Statements. E Refer to Note 6 of PFA's 9/30/12 Audited Financial Statements F Refer to Note 8 of PFA's 9/30/13 Audited Financial Statements. G Refer to Note 7 of PFA's 9/30/14 Audited Financial Statements. H Refer to Note 10 of GVI's 9/30/14 Audited Financial Statements. I Refer to Note 7 of PFA's 9/30/15 Audited Financial Statements. J Includes repayment of working capital issuances from September 2009 to June 2010 (Refer to "Listing of Series 2009B Draws" on Page 2). V.I. Public Finance Authority (PFA) Analysis of Working Capital Issuances For the Period Covering Fiscal Years 2009 ‐ 2014 LISTING OF SERIES 2009B DRAWS Type Working Capital Series Security Amount Lender Issue Date Footnote(s) Bond Anticipation Note Series 2009B ‐ Draw #1 GRT 60,000,000 $       FBank September 2009 A Bond Anticipation Note Series 2009B ‐ Draw #1 GRT 40,000,000 BPPR September 2009 A Bond Anticipation Note Series 2009B ‐ Draw #2 GRT 15,000,000 FBank December 2009 B Bond Anticipation Note Series 2009B ‐ Draw #2 GRT 10,000,000 BPPR December 2009 B Bond Anticipation Note Series 2009B ‐ Draw #3 GRT 30,000,000 FBank January 2010 B Bond Anticipation Note Series 2009B ‐ Draw #3 GRT 20,000,000 BPPR January 2010 B Bond Anticipation Note Series 2009B ‐ Draw #4 GRT 18,840,000 FBank June 2010 B Bond Anticipation Note Series 2009B ‐ Draw #4 GRT 12,560,000 BPPR June 2010 B 206,400,000 $     REPAYMENT OF SERIES 2009‐B DRAWS Type Working Capital Series Security Amount Lender Issue Date Footnote(s) Bond Anticipation Note (pay FBANK 2009 outstanding principal) MF (70,811,440) FBank July 2010 B Bond Anticipation Note (pay BPPR 2009 outstanding principal) MF (47,207,627) BPPR July 2010 B Bond Anticipation Note (pay FBANK 2009 outstanding principal) MF (3,800,000) FBank November 2010 D Bond Anticipation Note (pay BPPR 2009 outstanding principal) MF (2,600,000) BPPR November 2010 D Bond Anticipation Note (pay FBANK 2009 outstanding principal) MF (49,188,560) FBank July 2010 B Bond Anticipation Note (pay BPPR 2009 outstanding principal) MF (32,792,373) BPPR July 2010 B (206,400,000) $   VIRGIN ISLANDS PUBLIC FINANCE AUTHORITY (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements September 30, 2009 33 7. Long-Term Loans and Notes Long-term loans and notes outstanding were as follows: Loans Loans Loans Outstanding New Debt Outstanding New Debt Outstanding 9/30/2007 Issuances Payments 9/30/2008 Issuances Payments 9/30/2009 2009 W.C. BAN - $ - $ - $ - $ 100,000 $ - $ 100,000 $ 2009A TIR BAN - - - - 6,032 - 6,032 2009A Diageo BAN - - - - 29,615 (29,615) - 2009 Revenue Note - - - - 8,000 - 8,000 2008 VIPD Note - 7,650 (208) 7,442 - (2,436) 5,006 2006 VIFD Note 2,734 - (1,331) 1,403 - (1,403) - 2005 VIPD Note 1,441 - (1,441) - - - - WICO 22,015 2,216 (674) 23,557 564 (607) 23,514 Total 26,190 $ 9,866 $ (3,654) $ 32,402 $ 144,211 $ (34,061) $ 142,552 $ (in thousands) (in thousands) On September 18, 2009, the Authority entered into Subordinated Lien Revenue Bond Anticipation Notes (the “Series 2009B Notes”) creating credit facilities with two local banks: 1) the Series 2009B-1 Note with First Bank of Puerto Rico (the “Agent Lender”) in the amount of $150 million, and 2) the Series 2009B-2 Note with Banco Popular de Puerto Rico (the “Syndicate Lender”) in the amount of $100 million. The purpose of the Series 2009B Notes is to provide a loan to the Government of the Virgin Islands in the amount of $250 million (the “Series 2009B Gross Receipts Taxes Loan Notes”) to finance (i) certain operating expenses of the Government, and (ii) to pay costs of the issuance. The Series 2009B Gross Receipts Taxes Loan Notes are general obligations of the Government. The Government has also pledged a security interest in gross receipts tax collections. The Series 2009B Notes mature on October 1, 2012. Interest is assessed at 400 points above the 90-day LIBOR rate, not to exceed a maximum interest rate of 5.50%. Interest payments are due the first business day of the month, effective October 1, 2009. As of September 30, 2009, the Authority had drawn $100 million under the Series 2009B Notes ($60 million from the Agent Lender and $40 million from the Syndicate Lender) and loaned that amount to the Government. On September 25, 2009, the Authority entered into a Bond Anticipation Note Purchase Agreement with a local bank. Under the terms of the Note Purchase Agreement, the bank will purchase up to $15,700,000 in federally taxable Bond Anticipation Notes (the “Series 2009A Notes”) issued by the Authority. The purpose of the Series 2009A Notes is to provide a loan to the Government of the Virgin Islands (the “Series 2009A Tax Increment Revenue Loan Note”) to finance the development of a shopping complex on the island of St. Croix. The financing is provided under Tax Increment Financing legislation enacted in October 2008 by the Government. Both the Series 2009A Notes, and the Series 2009 Tax Increment Revenue Loan Note have a term of three years, maturing on October 1, 2012 with interest of 300 points above the J.P. Morgan Chase Prime Rate or 6.25%, whichever is higher. On October 1, 2012, the Series 2009A Notes will convert to a term loan with payments made in eleven quarterly payments and a final payment on October 1, 2015. Under the terms of the Series 2009A Notes, the Authority may issue Tax Increment Revenue Bonds to defease the debt prior to that date. As of September 30, 2009, the Authority had sold $6,031,528 in Series 2009A Notes to the local bank, and loaned that amount to the Government. The proceeds were used to: i) fund a capitalized interest account, ii) pay costs of issuance, and iii) fund the first phase of the development of the shopping complex. VIRGIN ISLANDS PUBLIC FINANCE AUTHORITY (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements September 30, 2010 and 2009 8. Long-Term Loans and Notes Long-term loans and notes outstanding were as follows: Loans (In thousands) Loans (in thousands) Outstanding New Debt Outstanding New Debt 9/30/2008 Issuances Payments 9/30/2009 Issuances Payments 2009 BAN B1 & B2 s s 100,000 s s 100,000 s 106.400 $ (200,000) 2009A TIR BAN 6,032 6,032 4,000 2009A Diageo BAN 29,615 (29,615) 2009 A Revenue Loan Note 8,000 8,000 (708) 2008 VIPD Note 7,442 (2,436) 5,006 (2,556) 2006 VIFD Note 1,403 (1,403) WICO 23,557 564 (607) 23,514 (605) Total $ 32,402 $ 144,211 s (34,061) $ 142,552 s 110,400 s (203,869) Loans Outstanding 9/30/2010 s 6,400 10,032 7,292 2,450 22,909 s 49,083 On September 18, 2009, the Authority entered into Subordinated Lien Revenue Bond Anticipation Notes (the "Series 2009B Notes") creating credit facilities with two local banks: 1) the Series 2009B-1 Note with First Bank of Puerto Rico (the "Agent Lender") in the amount of $150 million, and 2) the Series 2009B-2 Note with Banco Popular de Puerto Rico (the "Syndicate Lender") in the amount of $100 million. The purpose of the Series 2009B Notes is to provide a loan to the Government of the Virgin Islands in the amount of $250 million (the "Series 2009B Gross Receipts Taxes Loan Notes") to finance (i) certain operating expenses of the Government, and (ii) to pay costs of the issuance. The Series 20098 Gross Receipts Taxes Loan Notes are general obligations of the Government. The Government has also pledged a security interest in gross receipts tax collections. Interest is assessed at 400 points above the 90-day LIBOR rate, at a floor rate of 5.50%. Interest payments are due the first business day of the month, effective October 1, 2009. As of September 30,2010, the Authority had drawn $206.4 million ($106.4 million in 2010 and $100.0 million in 2009) under the Series 20098 Notes, and had repaid $200.0 million in 201 0, leaving an outstanding amount of $6.4 million ($3.8 million from the Agent lender and S2.6 million from the Syndicate lender). In June 2010, the Agent Lender and Syndicate Lender approved modification to the Series B Notes extending the maturity date from October 1, 2010 to October 1, 2013 and a maximum amount of $78,840,000 from the Agent Lender and $52,560,000 from the Syndicate Lender. On September 25, 2009, the Authority entered into a Bond Anticipation Note Purchase Agreement with a local bank. Under the terms of the Note Purchase Agreement, the bank will purchase up to $15,700,000 in federally taxable Bond Anticipation Notes (the "Series 2009A Notes") issued by the Authority. The purpose of the Series 2009A Notes is to provide a loan to the Government of the Virgin Islands (the "Series 2009A Tax Increment Revenue Loan Note") to finance the development of a shopping complex on the island of St. Croix. The financing is provided under Tax Increment Financing legislation enacted in October 2008 by the Government. Both the Series 2009A Notes, and the Series 2009 Tax Increment Revenue Loan Note" have a term of three years, maturing on October 1, 2012 with interest of 300 points above the J.P. Morgan Chase Prime Rate or 6.25%, whichever is higher. On October 1, 2012, the Series 2009A Notes will convert to a term loan with 38 VIRGIN ISLANDS PUBLIC FINANCE AUTHORITY (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements September 30, 2010 and 2009 Capital Assets (continued) During fiscal year 2010, The West Indian Company wrote off $1,454,845 of costs related to a dredging project. The project was initiated in fiscal year 2009 with the purpose of having the Oasis of the Seas berthing in WICO's dock. During 2010, the project was stopped and the ship eventually went to berth at VIPA's Crown Bay facility. There are no immediate plans to continue the project. 6. Bonds Payable A summary of bond activity for the year ended September 30, 2010 and 2009, follows (in thousands): Bonds (In thousands) Bonds (in thousands) Bonds Outstanding New Debt Outstanding New Debt Outstanding 9/30/2008 Issuances Payments 9/30/2009 Issuances Payments Refunded 9/30/2010 2010 Sories $ $ $ $ $ 399,050 $ $ s 399,050 2009 Senes "Cruzan•• 39.190 39,190 2009 Series •R&R" 458.840 458.840 2009 Series ·rnageo• 250,000 250,000 250,000 2006 Series 218,985 (1,490) 217,495 (1,530) 215,965 2004 Serles 85.595 (3,285) 82,310 (3,450) 78,860 2003 Serles 259,045 (3,230) 255,815 (3,360) 252,455 2002 Series 3,475 (3,475) 1999Senes 99,825 (5,900) 93,925 (6,230) 87,695 1998 Serles 412,875 (17,370) 395.505 (18,480) (3n.025) Total s 1,079,800 $ 250,000 $ (34,750) $ 1.295,050 $ 897,080 $ (33,050! s (377.025) $ 1,782,055 Bonds payable at September 30, 2010, and 2009, are comprised of the following (in thousands): 2010 2009 2010 Series A and B Revenue Bonds Interest at 4.00% to 5.25% $ 399,050 $ 2009 Series A Revenue Bonds (Cruzan) Interest at 3.00% to 6.00% 39, 190 2009 Series A 1 , A2, B & C Revenue & Refunding Bonds Interest at 3.00% to 5.00% 458,840 2009 Series A Revenue Bonds (Diageo) Interest at 6.00% to 6. 75% 250,000 250,000 2006 Series Revenue Bonds Interest at 3.50% to 5.00% 215,965 217,495 2004 Series A Revenue Bonds Interest at 4.00% to 5.25% 78,860 82,310 2003 Series A Revenue Bonds Interest at 4.00% to 5.25% 252,455 255,815 1999 Series A Revenue Bonds Interest at 4.20% to 6.50% 87,695 93,925 1998 Series A, B, C, D and E Revenue & Refunding Bonds Interest at 5.50% to 7.11 % 395,505 Total Bonds payable 1,782,055 1,295,050 Less: Current portion (24,290) (33,050) Deferred amount on defeased and refunded bonds (10,875) (9,964) Long-term portion of bonds payable $ 1,746,890 $ 1,252,036 24 VIRGIN ISLANDS PUBLIC FINANCE AUTHORITY (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements September 30, 2010 and 2009 Bonds Payable (continued) On July 8, 2010, the Authority issued the Series 2010A, and Series 2010B Revenue Bonds, the proceeds of which amounted to $399,050,000. These bonds are secured by a pledge of Matching Fund Revenues, which includes certain funds established under the original indenture, the Sixth Supplemental Indenture and the Series 2010 Loan Notes issued by the Government. The proceeds were loaned to the Government of the United States Virgin Islands under the same terms as the bonds. The bonds are limited special obligations of the Authority. The Series 2010A Bonds were issued to: (i) finance various operating expenses of the Government, (ii) refinance a portion of the outstanding Series 2009 B1 & B2 Notes, (iii) fund the Series 2010A Subordinate Lien Debt Service Reserve Account, and (iv) finance certain costs of issuance of the Series 2010A Bonds. The Series 201 OB Bonds were issued to: (i) refinance a portion of the outstanding Series 2009 B1 & B2 Notes, (iii) fund the Series 201 OB Subordinate Lien Debt Service Reserve Account, and (iv} finance certain costs of issuance of the Series 2010B Bonds. The Series 2010A Bonds amount to $305,000,000 and mature from 2012 to 2029 at an interest rate of 4.00% to 5.00%. The Series 2010B Bonds amount to $94,050,000 and mature from 2020 to 2029 at an interest rate of 4.25% to 5.25%. On December 17, 2009, the Authority issued the Series 2009 A Bonds, amounting to $39, 190,000, to finance the costs of the development, acquisition, construction and installation of a wastewater treatment facility and to fund certain preliminary costs of the alteration, upgrade, expansion and renovation of the Cruzan distillery on St. Croix, to establish debt service reserves, and to finance costs of issuance of the 2009A Bonds. These bonds are special limited obligations of the Authority payable from and secured by a pledge of the Cruzan Trust estate which includes certain funds established under the Subordinated Indenture and the First Supplemental Subordinate Indenture of Trust. The bonds bear interest at 3.00% to 6.00% and mature from 2010 to 2039 and are subject to an optional redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date fixed for redemption. In association with the 2009 Series A bonds, the Authority entered into an agreement with Cruzan VIRIL, Ltd. (Cruzan}, on October 6, 2009. Provisions of the agreement call for payments of excess matching funds, after debt service, debt service reserve, and sinking fund redemption payments, to the Government and Cruzan of 60%-80%, and 54%-60%, respectively. On October 1, 2009, the Authority issued the Series 2009A-1 , Series 2009A-2, Series 2009B, and Series 2009C Revenue and Refunding Bonds, the proceeds of which amounted to $458,840,000. These bonds are secured by a pledge of Matching Fund Revenues, which includes certain funds established under the original indenture, the Fourth Supplemental Indenture and the Series 2009 Loan Notes issued by the Government. The proceeds were loaned to the Government of the United States Virgin Islands under the same terms as the bonds. The bonds are limited special obligations of the Authority. The Series 2009A-1 and the Series 2009A-2 Bonds were issued to: (i} finance various capital projects of the Government , (ii) fund the Series 2009A Senior Lien Debt Service Reserve Account, and (iii} finance certain costs of issuance of the Series 2009A-1 and 2009A-2 Bonds. The Series 2009A-1 Bonds amount to $86,350,000 and mature from 2010 to 2039 at interest rates from 3.00% to 5.00%. The Series 2009A-2 Bonds amount to $8,650,000 and mature from 2010 to 2011 at an interest rate of 3.00% The Series 2009B Bonds were issued to: (i) current refund the Series 1998A Revenue and Refunding Bonds (Senior Lien/Refunding Bonds}, (ii) fund the Series 2009B Senior Lien Debt Service Reserve Account, and (iii) finance certain costs of issuance of the Series 2009B Bonds. The Series 2009B Bonds amount to $266,330,000 and mature from 2010 to 2025 at an interest rate of 5.00%. The Series 2009C Bonds were issued to: 25 Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) 1304-1061591 57 7. Conduit Debt (continued) In March 2007, the Authority issued private activity bonds, the Refinery Facilities Senior Secured Tax-Exempt Revenue Bonds (HOVENSA Refinery), the “Series 2007 Tax-Exempt Bonds”, amounting to $104.1 million, to finance modifications to diesel and gasoline desulfurization units for a refinery on the island of St. Croix. The bonds have an interest rate of 4.70% and are limited obligations of the Authority, payable solely from, and secured by, a pledge and assignment of the amounts payable under a loan agreement between the Authority and the refinery. The refinery is responsible for all debt service payments of the private activity bonds. The Authority is not obligated for the repayment of the bonds. The bonds are not reported as liabilities in the Authority’s basic financial statements. As of September 30, 2011, $104.1 million of the bonds remain outstanding. 8. Long-Term Loans and Notes Long-term loans and notes outstanding were as follows: Loans Loans Outstanding New Deb Outstanding 9/30/2010 Issuances Payments 9/30/2011 2011 A BAN Broadband – 32,235 $ – $ 32,235 $ 2010 A1 & A2 BAN – 131,400 131,400 2009 B1 & B2 BAN 6,400 – (6,400) – 2009 A TIR BAN 10,032 4,000 – 14,032 2009 A Revenue – Loan Note 7,292 – (1,473) 5,819 2008 VIPD Note 2,450 (2,450) – WICO 22,909 – (651) 22,258 Total 49,083 $ 167,635 $ (10,974) $ 205,744 $ (In thousands) On April 29, 2011, the Authority entered into Subordinate Lien Revenue Bond Anticipation Notes, Series 2011A, (Virgin Islands Gross Receipts Taxes Loan Notes) in the aggregate amount of $32,235,000. The Series 2011A Notes reach maturity on April 12, 2012, at which time principal and accrued interest are due. Interest accrues quarterly at a rate of 4.75%. The proceeds of the Series 2011A Notes were loaned to the Government of the Virgin Islands for the purposes of upgrading broadband technology, infrastructure and equipment. Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) 1304-1061591 58 8. Long-Term Loans and Notes (continued) On November 4, 2010, the Authority entered into Subordinated Lien Revenue Bond Anticipation Notes (the “Series 2010A Notes”), which modified and amended the Series 2009B Notes, extending the maturity date to October 1, 2013 and a maximum amount of $78,840,000 from the Agent Lender and $52,560,000 from the Syndicate Lender. As of September 30, 2011, the Authority had drawn $131.4 million under the 2010A Series Notes ($78.8 million from the Agent lender and $52.6 million from the Syndicate lender). On September 18, 2009, the Authority entered into Subordinated Lien Revenue Bond Anticipation Notes (the “Series 2009B Notes”) creating credit facilities with two local banks: 1) the Series 2009B-1 Note with First Bank of Puerto Rico (the “Agent Lender”) in the amount of $150 million, and 2) the Series 2009B-2 Note with Banco Popular de Puerto Rico (the “Syndicate Lender”) in the amount of $100 million. The purpose of the Series 2009B Notes is to provide a loan to the Government of the Virgin Islands in the amount of $250 million (the “Series 2009B Gross Receipts Taxes Loan Notes”) to finance (i) certain operating expenses of the Government, and (ii) to pay costs of the issuance. The Series 2009B Gross Receipts Taxes Loan Notes are general obligations of the Government. The Government has also pledged a security interest in gross receipts tax collections. Interest is assessed at 400 points above the 90- day LIBOR rate, at a floor rate of 5.50%. Interest payments are due the first business day of the month, effective October 1, 2009. As of November 3, 2010, the Authority had drawn $206.4 million under the Series 2009B Notes, and had repaid $200.0 million, leaving an outstanding amount of $6.4 million ($3.8 million from the Agent lender and $2.6 million from the Syndicate lender). On November 4, 2010, the principal balance of the 2009B Notes was paid by proceeds of the Series 2010A Notes. On September 25, 2009, the Authority entered into a Bond Anticipation Note Purchase Agreement with a local bank. Under the terms of the Note Purchase Agreement, the bank will purchase up to $15,700,000 in federally taxable Bond Anticipation Notes (the “Series 2009A Notes”) issued by the Authority. The purpose of the Series 2009A Notes is to provide a loan to the Government of the Virgin Islands (the “Series 2009A Tax Increment Revenue Loan Note”) to finance the development of a shopping complex on the island of St. Croix. The financing is provided under Tax Increment Financing legislation enacted in October 2008 by the Government. Both the Series 2009A Notes, and the Series 2009 Tax Increment Revenue Loan Notes have a term of three years, maturing on October 1, 2012 with interest of 300 points above Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) 1404-1228757 36 5. Capital Assets (continued) During the fiscal year ended September 30, 2012, The West Indian Company (WICO) wrote-off $91,875 of costs related to the damages of a water tank, and viNGN wrote-down $358,272 in unusable heavy equipment and $5,658 in building improvements. 6. Bonds Payable A summary of bond activity for the year ended September 30, 2012, follows (in thousands): Bonds Outstanding 9/30/2011 New Issuances Debt Payments Bonds Outstanding 9/30/2012 2012 Series – $ 142,640 $ – $ 142,640 $ 2010 Series 399,050 – – 399,050 2009 Series "Cruzan" 38,640 – (565) 38,075 2009 Series "R&R" 450,380 – (29,650) 420,730 2009 Series "Diageo" 250,000 – – 250,000 2006 Series 214,385 – (2,705) 211,680 2004 Series 75,235 – (3,805) 71,430 2003 Series 248,960 – (3,635) 245,325 1999 Series 81,115 – (6,950) 74,165 Total 1,757,765 $ 142,640 $ (47,310) $ 1,853,095 $ (In thousands) Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) 1404-1228757 37 6. Bonds Payable (continued) Bonds payable at September 30, 2012, in which federal arbitrage regulations apply, are comprised of the following (in thousands): 2012 2012 Series A Revenue Bonds Interest at 3.80% to 4.50% $ 142,640 2010 Series A and B Revenue Bonds Interest at 4.00% to 5.25% 399,050 2009 Series A Revenue Bonds (Cruzan) Interest at 3.00% to 6.00% 38,075 2009 Series A1, A2, B & C Revenue & Refunding Bonds Interest at 3.00% to 5.00% 420,730 2009 Series A Revenue Bonds (Diageo) Interest at 6.00% to 6.75% 250,000 2006 Series Revenue Bonds Interest at 3.50% to 5.00% 211,680 2004 Series A Revenue Bonds Interest at 4.00% to 5.25% 71,430 2003 Series A Revenue Bonds Interest at 4.00% to 5.25% 245,325 1999 Series A Revenue Bonds Interest at 5.625% to 6.50% 74,165 Total bonds payable 1,853,095 Less: Current portion (44,730) Less: Deferred amount on defeased and refunded bonds (9,448) Long-term portion of bonds payable $1,798,917 On September 7, 2012, the Authority issued the Series 2012A Revenue Bonds, the proceeds of which amounted to $142,640,000. These bonds are secured by a pledge of Matching Fund Revenues, which includes certain funds established under the original indenture, the Seventh Supplemental Indenture and the Series 2012 Loan Notes issued by the Government. The proceeds were loaned to the Government of the United States Virgin Islands under the same terms as the bonds. The bonds are limited special obligations of the Authority. The Series 2012A Bonds were issued to: (i) finance various operating expenses and other obligations of the Government, (ii) fund the Series 2012A Subordinate Lien Debt Service Reserve Account, and (iii) finance certain costs of issuance of the Series 2012A Bonds. The Series 2012A Bonds mature from 2022 to 2032 at an interest rate of 4.0% to 5.0%. Virgin Islands Public Finance Authority (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) September 30, 2013 and 2012 1406-1271252 64 8. Long-Term Loans and Notes Long-term loans and notes outstanding for the fiscal years ended September 30, 2013 and 2012 follows (in thousands): Loans Loans Outstanding New Debt Outstanding 9/30/2012 Issuances Payments 9/30/2013 2013 B Notes – $ 40,000 $ (40,000) $ – $ 2013 A Notes – 2,660 (295) 2,365 2011 B Revenue Anticipation Notes 10,140 – (2,097) 8,043 2011 A Notes 29,916 – (29,916) – 2010 A1 & A2 BAN 131,400 – (131,400) – 2009/2012 A TIF Notes 15,700 – (2,175) 13,525 2009 A 911 Notes 4,266 – (1,639) 2,627 WICO 21,764 – (525) 21,239 Total 213,186 $ 42,660 $ (208,047) $ 47,799 $ Loans Loans Outstanding New Debt Outstanding 9/30/2011 Issuances Payments 9/30/2012 2011 B Revenue Anticipation Notes – $ 13,000 $ (2,860) $ 10,140 $ 2011 A Notes 32,235 – (2,319) 29,916 2010 A1 & A2 BAN 131,400 – – 131,400 2009/2012 A TIF Notes 14,032 1,668 – 15,700 2009 A 911 Notes 5,819 – (1,553) 4,266 WICO 22,258 – (494) 21,764 Total 205,744 $ 14,668 $ (7,226) $ 213,186 $ (In thousands) (In thousands) Virgin Islands Public Finance Authority (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) September 30, 2013 and 2012 1406-1271252 65 8. Long-Term Loans and Notes (continued) On August 22, 2013, the Authority issued the Subordinate Lien Revenue Anticipation Notes Series 2013B (Virgin Islands Gross Receipts Taxes Loan Note), in the aggregate amount of $40,000,000 (the “2013B Notes”). The purpose of the 2013B Notes is to provide a loan to the Government of the United States Virgin Islands to finance (i) settlement of the IRS liability related to the Series 2006 Bonds audit, (ii) certain operating expenses of the Government, and (iii) loan issuance costs. On September 30, 2013, $40,000,000 of principal was repaid to the lender. On May 14, 2013, the Authority issued the Subordinate Lien Revenue Notes, Series 2013A (Virgin Islands Gross Receipts Taxes Loan Note) in the aggregate amount of $6,700,000 (the “2013A Notes”). The proceeds of the Series 2013A Notes were loaned to the Government of the Virgin Islands under the same terms, for the purposes of (i) financing the acquisition of a fleet of vehicles for the Virgin Islands Police Department, and (ii) paying certain costs of issuing the Series 2013A Notes. Interest is assessed at 375 points above the 90-day LIBOR rate. At September 30, 2013, the Authority had drawn $2,660,000 of loan funds. On November 14, 2011, the Authority entered into a Property Tax Revenue Anticipation Note Loan Agreement (the “2011B Revenue Anticipation Notes”). Under the terms of the Loan Agreement, the Employees’ Retirement System of the Government of the Virgin Islands will loan the Authority up to $13,000,000. The purpose of the 2011B Revenue Anticipation Notes is to provide a loan to the Government of the United States Virgin Islands to finance (i) payments made by the Government to government employees who elected to retire under the Retirement Incentive Program, (ii) expenses incurred by the Office of the Lieutenant Governor related to processing, issuing and collecting property tax bills, and (iii) loan issuance costs. The financing is provided under the 2011 Economic Stability Act enacted in July 2011 by the Government. The 2011B Revenue Anticipation Notes have a term of five years, with interest rate of 4.91% and a maturity date of December 15, 2016. After the five year term of the 2011B Revenue Anticipation Notes, the loan will convert to a term loan not to exceed two years and secured by Gross Receipts tax revenue. Virgin Islands Public Finance Authority (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) September 30, 2013 and 2012 1406-1271252 64 8. Long-Term Loans and Notes Long-term loans and notes outstanding for the fiscal years ended September 30, 2013 and 2012 follows (in thousands): Loans Loans Outstanding New Debt Outstanding 9/30/2012 Issuances Payments 9/30/2013 2013 B Notes – $ 40,000 $ (40,000) $ – $ 2013 A Notes – 2,660 (295) 2,365 2011 B Revenue Anticipation Notes 10,140 – (2,097) 8,043 2011 A Notes 29,916 – (29,916) – 2010 A1 & A2 BAN 131,400 – (131,400) – 2009/2012 A TIF Notes 15,700 – (2,175) 13,525 2009 A 911 Notes 4,266 – (1,639) 2,627 WICO 21,764 – (525) 21,239 Total 213,186 $ 42,660 $ (208,047) $ 47,799 $ Loans Loans Outstanding New Debt Outstanding 9/30/2011 Issuances Payments 9/30/2012 2011 B Revenue Anticipation Notes – $ 13,000 $ (2,860) $ 10,140 $ 2011 A Notes 32,235 – (2,319) 29,916 2010 A1 & A2 BAN 131,400 – – 131,400 2009/2012 A TIF Notes 14,032 1,668 – 15,700 2009 A 911 Notes 5,819 – (1,553) 4,266 WICO 22,258 – (494) 21,764 Total 205,744 $ 14,668 $ (7,226) $ 213,186 $ (In thousands) (In thousands) Virgin Islands Public Finance Authority (a blended component of the Government of the United States Virgin Islands) Notes to Financial Statements (continued) September 30, 2013 and 2012 1406-1271252 65 8. Long-Term Loans and Notes (continued) On August 22, 2013, the Authority issued the Subordinate Lien Revenue Anticipation Notes Series 2013B (Virgin Islands Gross Receipts Taxes Loan Note), in the aggregate amount of $40,000,000 (the “2013B Notes”). The purpose of the 2013B Notes is to provide a loan to the Government of the United States Virgin Islands to finance (i) settlement of the IRS liability related to the Series 2006 Bonds audit, (ii) certain operating expenses of the Government, and (iii) loan issuance costs. On September 30, 2013, $40,000,000 of principal was repaid to the lender. On May 14, 2013, the Authority issued the Subordinate Lien Revenue Notes, Series 2013A (Virgin Islands Gross Receipts Taxes Loan Note) in the aggregate amount of $6,700,000 (the “2013A Notes”). The proceeds of the Series 2013A Notes were loaned to the Government of the Virgin Islands under the same terms, for the purposes of (i) financing the acquisition of a fleet of vehicles for the Virgin Islands Police Department, and (ii) paying certain costs of issuing the Series 2013A Notes. Interest is assessed at 375 points above the 90-day LIBOR rate. At September 30, 2013, the Authority had drawn $2,660,000 of loan funds. On November 14, 2011, the Authority entered into a Property Tax Revenue Anticipation Note Loan Agreement (the “2011B Revenue Anticipation Notes”). Under the terms of the Loan Agreement, the Employees’ Retirement System of the Government of the Virgin Islands will loan the Authority up to $13,000,000. The purpose of the 2011B Revenue Anticipation Notes is to provide a loan to the Government of the United States Virgin Islands to finance (i) payments made by the Government to government employees who elected to retire under the Retirement Incentive Program, (ii) expenses incurred by the Office of the Lieutenant Governor related to processing, issuing and collecting property tax bills, and (iii) loan issuance costs. The financing is provided under the 2011 Economic Stability Act enacted in July 2011 by the Government. The 2011B Revenue Anticipation Notes have a term of five years, with interest rate of 4.91% and a maturity date of December 15, 2016. After the five year term of the 2011B Revenue Anticipation Notes, the loan will convert to a term loan not to exceed two years and secured by Gross Receipts tax revenue. Government of the United States Virgin Islands Notes to Basic Financial Statements 69 10. Long-Term Liabilities The change in long-term bonds and loans for governmental activities was as follows for the year ended September 30, 2014 (expressed in thousands): Beginning Balance (as restated) Additions Reductions Ending Balance Due Within One Year Due Thereafter Bond Payable Matching (Excise Tax) Bonds 2013 B Revenue and Refunding Bonds $ - $ 51,365 $ - $ 51,365 $ - $ 51,365 2013 A Revenue Bonds 36,000 - - 36,000 - 36,000 2012 Series A Revenue Bonds 142,640 - - 142,640 800 141,840 2010 Series A & B Revenue Bonds 397,060 - (2,065) 394,995 2,155 392,840 2009 Series A Revenue Bonds (Cruzan) 37,490 - (605) 36,885 640 36,245 2009 Series A-1, B & C Revenue and Refunding Bonds 396,585 - (25,355) 371,230 26,460 344,770 2009 Series A Revenue Bonds (Diageo) 250,000 - (4,040) 245,960 4,290 241,670 2004 Series A Revenue Bonds 52,730 - (48,325) 4,405 4,405 – Total 1,312,505 51,365 (80,390) 1,283,480 38,750 1,244,730 Gross Receipts Tax Bonds 2014 A Revenue Bonds - 49,640 - 49,640 - 49,640 2012 Series A & B Revenue 228,805 - (10,460) 218,345 11,445 206,900 2012 C Revenue Bonds 35,115 - - 35,115 1,670 33,445 2006 Series A Revenue Bonds 208,875 - (2,905) 205,970 3,015 202,955 2003 Series A Revenue Bonds 241,510 - (4,010) 237,500 4,210 233,290 Total 714,305 49,640 (17,375) 746,570 20,340 726,230 Tobacco Settlement Bonds 2006 Series A Tobacco Bonds 7,290 - - 7,290 – 7,290 2001 Series A Tobacco Bonds 12,645 - (1,625) 11,020 – 11,020 Total 19,935 – (1,625) 18,310 – 18,310 Total bonds payable 2,046,745 101,005 (99,390) 2,048,360 59,090 1,989,270 Plus (less): Bonds premium 50,122 7,727 (5,218) 52,631 2,914 49,717 Bonds discount (3,533) - 177 (3,356) (177) (3,179) Bonds accretion 4,500 706 - 5,206 5,206 – Total bonds payable, net 2,097,834 109,438 (104,431) 2,102,841 67,033 2,035,808 Loans Payable Series 2014B Note – 14,000 – 14,000 1,833 12,167 Series 2013A Note 2,364 2,770 (886) 4,248 1,810 2,438 Series 2013B Note – 40,000 (40,000) – – – Series 2012A Tax Increment Financing 13,525 - (245) 13,280 261 13,019 Series 2011 B Note 8,043 - (1,106) 6,937 – 6,937 Series 2009 Note 2,627 - (1,728) 899 899 – Total 26,559 56,770 (43,965) 39,364 4,803 34,561 Total governmental bonds and loans payable $ 2,124,393 $ 166,208 $ (148,396) $ 2,142,205 $ 71,836 $ 2,070,369 Government of the United States Virgin Islands Notes to Basic Financial Statements 73 On September 7, 2012, PFA issued the 2012 Series A Revenue Bonds, the proceeds of which amounted to $142.6 million. The Government has pledged matching funds, described below, for the timely payment of the principal and interest on the 2012 Series A Revenue Bonds. The 2012 Series A Bonds bear interest at rates ranging from 4.00% to 5.00%, and mature from 2022 to 2032. The bonds were issued to: (i) provide working capital to the PG to finance various operating expenses, (ii) fund the debt service requirements of the bond issuance, and (iii) pay the costs of issuing the bonds. The 2012 Series A Bonds maturing on October 1, in the years 2022, 2027, and 2032 are subject to mandatory sinking fund redemptions at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date of redemption. On September 5, 2014, PFA issued the 2014 Series A (Working Capital) Revenue Bonds, the proceeds of which amounted to $49.6 million. The Government has pledged gross receipts taxes for the timely payment of the principal and interest on the 2014 Series A Revenue Bonds. The 2014 Series A Bonds bear interest at 5.00%, and mature from 2015 to 2034. The bonds were issued to: (i) provide working capital to the Government to finance various operating expenses (ii) fund the debt service requirements of the bond issuance, and (iii) pay the costs of issuing the bonds. On December 19, 2012, PFA issued the 2012 Series C Revenue Bonds, the proceeds of which amounted to $35.15 million. The Government has pledged gross receipts taxes, for the timely payment of the principal and interest on the 2012 Series C Bonds. The 2012 Series C Bonds, bear interest at rates ranging from 3.00% to 5.00% and mature from 2017 to 2042. The Series 2012 C Bonds were issued to: (i) finance certain operating expenses and other obligation of the government (ii) fund the debt service requirements of the bond issuance, and (iii) pay the costs of issuing the bonds. The 2012 Series C Bonds maturing on October 1, in the years 2017, 2030 and 2042 are subject to mandatory sinking fund redemptions at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date of redemption. On November 20, 2012, PFA issued the 2012 Series A and B Revenue and Refunding Bonds, the proceeds of which amounted to $228.8 million. The Government has pledged gross receipts taxes, for the timely payment of the principal and interest on the 2012 Series A and B Revenue and Refunding Bonds. The 2012 Series A Bonds, amounting to $197 million, bear interest at rates ranging from 2.25% to 5.00% mature from 2017 to 2032. The 2012 Series B Bonds, amounting to $31.7 million, bear interest at the rate of 5.25% and mature in 2027. The Series 2012 A Bonds were issued to: (i) refund the 1999 Series A Bonds, (ii) repay the Series 2010 A-1 and 2010 A-2 Notes, (iii) fund the debt service requirements of the bond issuance, and (iv) pay the costs of issuing the bonds. The 2012 Series A Bonds maturing on October 1, in the years 2017, 2022 and 2032 are subject to mandatory sinking fund redemptions at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date of redemption. The current refunding of the Series 1999 A Bonds resulted in an economic gain of net present value savings of $7.7 million. The Series 2012 B Bonds were issued to: (i) refinance the Series 2011 A Note (ii) fund the debt service requirements of the bond issuance, and (iii) pay the costs of issuing the bonds. Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to the Financial Statements (continued) September 30, 2014 and 2013  1503-1415490  65  7. Long-Term Loans and Notes Long-term loans and notes outstanding for the fiscal years ended September 30, 2014 and 2013 follows (in thousands): Loans Loans Outstanding New Debt Outstanding 9/30/2013 Issuances Payments 9/30/2014 2014 B Notes – $ 14,000 $ – $ 14,000 $ 2013 B Notes – 40,000 (40,000) – 2013 A Notes 2,365 2,770 (887) 4,248 2011 B Revenue Anticipation Notes 8,043 – (1,106) 6,937 2012 A TIF Notes 13,525 – (245) 13,280 2009 A 911 Notes 2,627 – (1,728) 899 WICO 21,239 7,323 (45) 28,517 Total 47,799 $ 64,093 $ (44,011) $ 67,881 $ Loans Loans Outstanding New Debt Outstanding 9/30/2012 Issuances Payments 9/30/2013 2013 B Notes – $ 40,000 $ (40,000) $ – $ 2013 A Notes – 2,660 (295) 2,365 2011 B Revenue Anticipation Notes 10,140 – (2,097) 8,043 2011 A Notes 29,916 – (29,916) – 2010 A1 and A2 Notes 131,400 – (131,400) – 2009/2012 A TIF Notes 15,700 – (2,175) 13,525 2009 A 911 Notes 4,266 – (1,639) 2,627 WICO 21,764 – (525) 21,239 Total 213,186 $ 42,660 $ (208,047) $ 47,799 $ (In thousands) (In thousands) Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to the Financial Statements (continued) September 30, 2014 and 2013  1503-1415490  66  7. Long-Term Loans and Notes (continued) On September 12, 2014, the Authority issued the Subordinate Lien Revenue Notes, Series 2014 B (Virgin Islands Gross Receipts Taxes Loan Note) in the aggregate amount of $14,000,000 (the “2014 B Notes”). The proceeds of the Series 2014 B Notes were loaned to the Government under the same terms, for the purposes of (i) financing general obligations of the Government, and (ii) paying certain costs of issuing the 2014 B Notes. Principal is payable in eighty-four (84) consecutive monthly principal installments commencing on November 1, 2014. Interest is assessed at 375 points above the 90-day LIBOR rate. On August 22, 2013, the Authority issued the Subordinate Lien Revenue Anticipation Notes Series 2013 B (Virgin Islands Gross Receipts Taxes Loan Note), in the aggregate amount of $40,000,000 (the “2013 B Notes”). The purpose of the 2013 B Notes is to provide a loan to the Government to finance (i) settlement of the IRS liability related to the Series 2006 A Bonds audit, (ii) certain operating expenses of the Government, and (iii) loan issuance costs. On September 30, 2013, $40,000,000 of principal was repaid to the lender. On October 18, 2013, WICO finalized an agreement to refinance the existing Banco Popular loan to $28,517,391 at the effective interest rate of 6.18% per annum. The loan has an interest only repayment period of twelve months from issue date. Additionally, the payments are based on a 25-year amortization, with a final maturity in six (6) years. The final loan payment is a balloon payment of the outstanding principal balance, plus unpaid interest accrued and fees to the date of final payment. WICO’s intent is to refinance the remaining outstanding debt prior to maturity of the note. On October 16, 2013 and March 27, 2014, the Authority made a draws against the Series 2013 B Revenue Anticipation Note amounting to $20,000,000 and $20,000,000, respectively. The proceeds of the draws were used to: (i) finance certain operating expenses and other financial obligations of the Government, and (ii) pay loan issuance costs. The 2013B Note has a maturity date of September 30, 2014, and has a 6.0% interest rate. On September 30, 2014, $40,000,000 of principal was repaid to the lender.   Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to the Financial Statements (continued) September 30, 2015  1605-1937424 61 6. Bonds Payable (continued) Gross Receipts Revenue Bonds (continued) Debt Service Requirements on Bonds (continued) The Series 2003 A Bonds are not subject to optional redemption prior to October 1, 2014. The Authority may redeem these bonds at the respective redemption prices, expressed as a percentage of the principal amount redeemed as follows: Series 2003 A Bonds Price October 1, 2014 and thereafter 100% 7. Loans and Notes Loans and notes outstanding for the fiscal year ended September 30, 2015, follows (in thousands): Loans Loans Outstanding New Debt Outstanding 9/30/2014 Issuances Payments 9/30/2015 2015 A Revenue Anticipation Notes – $ 40,000 $ – $ 40,000 $ 2015 E Notes – 40,000 – 40,000 2014 B Notes 14,000 – (2,000) 12,000 2013 A Notes 4,248 – (1,733) 2,515 2011 B Revenue Anticipation Notes 6,937 – (1,121) 5,816 2012 A TIF Notes 13,280 – (260) 13,020 2009 A 911 Notes 899 – (899) – WICO 28,517 3,750 (390) 31,877 Total 67,881 $ 83,750 $ (6,403) $ 145,228 $ (In thousands)   Virgin Islands Public Finance Authority (A Blended Component of the Government of the United States Virgin Islands) Notes to the Financial Statements (continued) September 30, 2015  1605-1937424 62 7. Loans and Notes (continued) On September 25, 2015, the Authority issued the Series 2015 A Property Tax Revenue Anticipation Note in the aggregate amount of $40,000,000. The purpose of the 2015 A Note is to provide a loan to the Government to (i) finance certain operating expenses and other financial obligations of the Government, (ii) establish debt service reserves, and (iii) pay loan issuance costs. The 2015 A Note has a maturity date of September 30, 2017. Principal is payable in twenty-three (23) consecutive monthly installments commencing on November 2, 2016. Interest is assessed monthly at 50 points above the prime rate, as reported by the Wall Street Journal bank survey. On December 4, 2014, the Authority issued the Subordinate Lien Revenue Anticipation Notes Series 2015 E (Virgin Islands Gross Receipts Taxes Loan Note), in the aggregate amount of $40,000,000 (the “2015 E Notes”). The purpose of the 2015 E Notes is to provide a loan to the Government to (i) provide funds for any purpose for which the Government is authorized to use and expend monies, including but not limited to current expenses, capital expenditures, and discharge of any obligations of the Government, and (ii) pay the costs of issuance of the Series 2015 E Notes. On November 12, 2014, WICO finalized an interim financing agreement to procure a loan payable to Bank Popular de Puerto Rico. The agreement provided for Banco Popular de Puerto Rico to extend a loan to WICO in the amount of approximately of $3,750,000 bearing interest at 6.75% per annum. The loan has an interest-only repayment period of twelve (12) months from issue date. Additionally, the payments are based on a 25-year amortization, with final maturity in six (6) years. This interim financing provides additional funding to initiate Phase II WICO pier construction projects. On September 12, 2014, the Authority issued the Subordinate Lien Revenue Notes, Series 2014 B (Virgin Islands Gross Receipts Taxes Loan Note) in the aggregate amount of $14,000,000 (the “2014 B Notes”). The proceeds of the Series 2014 B Notes were loaned to the Government under the same terms, for the purposes of (i) financing general obligations of the Government, and (ii) paying certain costs of issuing the 2014 B Notes. Principal is payable in eighty-four (84) consecutive monthly principal installments commencing on November 1, 2014. Interest is assessed at 375 points above the 90-day LIBOR rate.