6. Airport Club at SEA Lounges

INTERNAL AUDIT REPORT 

THIRD-PARTY MANAGEMENT SERVICES AGREEMENT 
THE AIRPORT CLUB AT SEA LOUNGES 

APRIL 1, 2015  MARCH 31, 2016 

ISSUE DATE: JUNE 27, 2017 
REPORT NO. 2017-08

Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 

TABLE OF CONTENTS 


TRANSMITTAL LETTER ......................................................................................................................................3 
EXECUTIVE SUMMARY ......................................................................................................................................4 
FINANCIAL HIGHLIGHTS ...................................................................................................................................5 
HIGHLIGHTS AND ACCOMPLISHMENTS............................................................................................................5 
AUDIT SCOPE AND METHODOLOGY ..................................................................................................................6 
CONCLUSION....................................................................................................................................................7 
SCHEDULE OF FINDINGS AND RECOMMENDATIONS .......................................................................................8 
1.   MANAGEMENT CONTROLS NEED IMPROVEMENT ...................................................................................8 











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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 

TRANSMITTAL LETTER 
Audit Committee 
Port of Seattle 
Seattle, Washington 

We have completed an audit of the Airport Club at SEA Lounges managed by Airport Lounge
Development Corporation (ALD). We reviewed information for the period April 1, 2015  March 31,
2016. 
We conducted this performance audit in accordance with Generally Accepted Government Auditing
Standards and the International Standards for the Professional Practice of Internal Auditing. Those
standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to
provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe
that the evidence obtained provides a reasonable basis for our findings and conclusions based on our
audit objectives. 
We extend our appreciation to the management and staff of the Aviation Commercial Management
Department, AV Finance & Budget Department, and Accounting & Financial Reporting Department for
their assistance and cooperation during the audit. 


Joyce Kirangi, CPA, CGMA 
Director, Internal Audit 

AUDIT TEAM                                    RESPONSIBLE MANAGEMENT TEAM 
Margaret Songtantaruk, CFE, CB, Senior Auditor   Lance Lyttle, Managing Director - Aviation 
Dandan Wang, CPA, Senior Auditor               James Schone, Director AV Commercial Management 
James Jennings, Manager Aviation Property 





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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 

EXECUTIVE SUMMARY 

AUDIT OBJECTIVES AND SCOPE 
The purpose of the audit was: 
1.  To determine whether management controls were effective to ensure: 
a.  airlines usage billing s/invoices (revenue) were com plete and accurate. 
b.  lounge expenses were proper and in accordance with the terms of the agreement. 
2.  To determine whether Airport Lounge Development Corporation (ALD) complied with significant
terms of the agreement. 
We reviewed information for the period April 1, 2015  March 31, 2016. Details of our audit's scope and
methodology are on page 6. 

BACKGROUND 

The Port of Seattle owns the Club at SEA lounges at the Sea-Tac airport (formerly known as
the International and Cascade Clubs). 
The Port has outsourced the day-to-day management of the Club at SEA lounges to ALD. The
services include sales and marketing, airlines services, solicitation of new clients, and overall
accounting services for both lounges. Revenue generated from the lounges is remitted to the
Port daily.
ALD receives a base management fee of $15,208 per month, and an Incentive Management
Fee up to 6% of the Net Operating Profit. 

AUDIT RESULT 
Airport Development Lounge Corporation materially complied with the significant terms of the
management agreement. However, we determined that Port management monitoring controls could be
improved. The Port overpaid compensation costs, benefits, and payroll taxes by a net amount of
$54,139. The Port also overpaid insurance by approximately $4,222. In addition, we noted some
instances where time card reports were not available to support hours worked. See the Schedule of
Findings and Recommendations. 


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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 

BACKGROUND 
BACKGROUND 
The Port of Seattle owns the Club at SEA lounges (formerly known as the International and
Cascade Clubs). The primary objective of the Club at SEA is to provide a wide range of
services for the benefit of the domestic and international airlines including first and business
class, and priority membership, etc. 
The Port has outsourced the day-to-day management of the Club at SEA to Airport Lounge
Development (ALD) management firm, who has partnered with Gideon Toal Management
Services (GTMS) to provide the management agreement services. The services include sales
and marketing, airlines services, solicitation of new clients, and overall accounting services
for both lounges. Revenue generated from the lounges is remitted to the Port daily. 
The Port of Seattle is responsible for the costs of operating the lounges. The Port pays for all
costs including repair and maintenance, utilities, insurance, legal and accounting services, 
and labor compensation, including benefits and payroll taxes related to GTMS employees who
work at the Club at SEA lounges. 
ALD receives a base management fee of $15,208 per month, and an Incentive Management
Fee up to 6% of the Net Operating Profit. 

FINANCIAL HIGHLIGHTS 
FINANCIAL HIGHLIGHTSFINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS 
Gate  A         Gate  S           Total 
Lounge         Lounge 
Revenue 
Airlines                            $597,008         $1,645,127      $2,242,135 
Day Passes                       16,435            17,476         33,911 
Priority Pass  Third Party          223,025            278,804         501,829 
Gross Revenue                     $836,468        $1,941,407     $2,777,875 
Expense 
Cost of Sales                        99,324            215,961         315,285 
Direct Operating Expenses        160,994           469,159        630,153 
Mangement Fee                 63,875          119,125       183,000 
Incentive Management Fee         25,614            56,858         82,472 
Operating Expenses                 349,807           861,103      1,210,910 
Net Income/(Loss)                  486,661         1,080,304      1,566,965 
Source: The Club at SEA Financial Statement 

HIGHLIGHTS AND ACCOMPLISHMENTS 
During the course of the audit, we observed that AV Commercial Management achieved the
following significant accomplishments: 

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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 
Revenue increase: ALD's marketing strategy increased revenue to $2.8 million for the 
fiscal year 2015-2016 when compared to $1 million in our prior audit ending December
2013 (134% increased) by creating a new business revenue stream. 
Effective  communication with its third-party management company: Port
management regularly holds bi-weekly and monthly operations meetings to go over
the financial activities with its third-party management company. 

AUDIT SCOPE AND METHODOLOGY 
We reviewed information for the fiscal period April 01, 2015  March 31, 2016. We utilized a
risk-based audit approach from planning to testing. We gathered information through
document reviews, staff interviews, observations, and data analyses, and obtained a 
complete understanding of the ALD management agreement. We assessed significant risks
and identified controls to mitigate those risks. 
We also applied additional audit procedures to areas with the highest likelihood of significant
negative impact as follows: 
1) To determine whether management controls were effective, we: 
a.  Evaluated the design and effectiveness of the monitoring controls performed by AV
Commercial Management: 
Validated ALD invoices airlines and other membership's usages of the airport lounges were 
com plete and accurately calculated.
Verified that outstanding Accounts Receivables were consistent with the management
agreement. 
Conducted a variety of analyses, to selected risk-based of four months payroll claimed for
reimbursement: 
o   Determined if paid payroll costs, benefits, and payroll taxes were valid. 
o   Cross-referenced all GTMS employee history listing on Credential Center ID badging
report to employee listed on payroll register. 
o   Validated completeness of all checks paid to third-party. 
o   Examined evidence of time card reports, verified the accuracy, and reviewed
available documents to support the number of hours worked for each payroll check in
our sample. 
o   Corroborated working hours with third-party management to ensure propriety of
worked hours. 
o   Validated if pay was in compliance with the City of SeaTac Proposition-1 for
minimum wage rates. 
Reviewed the lounges financial information in order to verify the accuracy of the base 
management fees. 
Re-performed management control over vendor disbursements. We traced and agreed
checks issued to vendors and agreed to supporting documents. 
Traced and agreed ALD calculated Incentive Management Fees (IMF) to Port
management approval. 


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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 
2) To determine whether ALD Development Corp. complied with significant terms of the
agreement, we: 
Conducted a risk-based analysis of 42 checks and verified proper support and approval. 
Analyzed the insurance policy coverage to ensure the coverage met the requirements. 
Analyzed the financial statements by line-item for significant outliers. 
Recalculated Incentive Management Fee. 
Verified 12 transactions of the agreement year-end expenses to ensure they were properly
accounted and were legitimate. 
Identified missing check number and verified completeness. 

CONCLUSION                          CONCLUSION 
Airport Development Lounge Corporation materially complied with the significant terms of the
management agreement. However, we determined that Port management monitoring controls could be
improved. The Port overpaid compensation costs, benefits, and payroll taxes by  a net amount of
$54,139. The Port also overpaid insurance by approximately $4,222. In addition, we noted some
instances where time card reports were not available to support hours worked. See the Schedule of
Findings and Recommendations. 











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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 
SCHEDULE OF FINDINGS AND RECOMMENDATIONS 
1. MANAGEMENT CONTROLS NEED IMPROVEMENT
Although the day-to-day operations of the Club at SEA are managed by a third-party, Port
management is accountable and has the primary responsibility to ensure that costs paid
are reasonable and appropriate. 
The Port monitoring processes of its third-party agreement could be improved. Internal
Audit does acknowledge the presence and performance of certain monitoring controls by
management. However, the monitoring system could be improved. 
A well-designed and well-placed system of monitoring is necessary to provide
management with reasonable assurance of compliance with agree-upon terms and
conditions.  Such  a system  should  be  based  on  an analysis of risks related to the
agreement and an identification of key controls that may mitigate identified risks.
Management then determines what controls to monitor and how the controls will be
monitored. 
Based on the management agreement, the Port pays for all the Club at SEA costs. Costs
include repair and maintenance, utilities, insurance, legal and accounting services, and
compensation (including benefits and payroll taxes related to Gideon Toal Management
(GTMS) employees who worked at the Port lounges). 
We observed the following: 
1.  Payroll  $54,139 net amount overpayment 
a)  Per the Management Agreement Section 1.16.1  compensation costs, benefits, 
and payroll taxes for the On-site Manager and Executive Personnel of ALD/GTMS
are excluded and not allowable operating expenses. 
We observed the Port paid compensation including benefits, and payroll taxes for
GTMS On-site Manager totaling approximately $ 63,982. 
b)  Port paid GTMS compensation cost twice for the payroll period 3/16/15  3/31/15.
Total duplicate paid was $3,539. 
c)  GTMS failed to claim for compensation costs of its employees for the payroll 
period 4/16/15  4/30/15. Total payroll cost not claimed was $13,383. 
2.  Lack of Support for Some Hours Worked and Charged to the Port 
GTMS uses a biometric system to track employee's worked hours. There were 
some glitches in the time card system set up, and GTMS could not generate time
card reports to support some hours worked and charged to the Port. Without the
support, we could not ascertain to the reasonableness of those hours. 


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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 

A table illustrating auditor's testing with instances of missing time-card reports: 

March       April      July
Description                                               December
2015        2015       2015 
2015 
Number of Employees 
10           13          20           18 
Selected for Testing
Number of Time card
reports to support hours           0             4            5            8 
worked 
% of Time Card Reports      100%        69%        75%        56% 
Mi ssi ng 
3.  Insurance Expenses 
Insurance coverage did not comply with the agreement requirements. 
Management Agreement  Exhibit B requires Commercial General Liability,
Automobile Liability, Professional Liability  Errors and Omissions, Specialized
Insurance coverage to cover employee dishonesty and liquor liability 
We observed the Port was charged and paid for non-required insurance. ALD allocated
$4,222 from its umbrella commercial property insurance to the Port. The Port is selfinsured
for its properties and does not require commercial property insurance.
Therefore, this was unnecessary cost. 
Recommendations 
We recommend Port management: 
1.  Improved its third-party management monitoring processes. 
2.  Seek and recover the net effect of $54,139 that the Port overpaid in compensation
costs, benefits, and payroll taxes. 
3.  Seek and recover the $4,222 of the umbrella Commercial Property insurance that was
allocated and paid for by the Port. 
4.  Work with ALD/GTMS to ensure that all employees costs charged to the Port are
properly supported by time card reports. Further, as part of management monthly
review, sample payroll charges for proper support. 

Management Response: 
Port staff discussed the findings and recommendations contained in this audit report with
ALD and ALD concurs with the audit findings and has agreed to reimburse the Port the
$54,139 associated with the overpayment of compensation costs, benefits and payroll taxes,
as well as reimburse the $4,222 cost for Commercial Property insurance.  Further, the

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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 
following represents the Port's analysis and actions to mitigate these findings in the future: 
1.  The procedures used to monitor third-party management of the lounge management contract are: 
a)  Port staff (Commercial Management/Operations/Finance & Budget) conducts bi-weekly
telephone conferences with ALD and GTMS management staff to review the monthly budget,
passenger volumes, new initiatives, operational issues, staffing issues/changes, marketing
efforts, and facility changes; 
b)  Port staff reviews the check register on a monthly basis against supporting invoices for
compliance with expense reimbursements allowed per the contract, and make a request to
replenish the lounge operating account; 
c)  Port staff maintains a binder containing monthly income statements, and all supporting
memoranda related to operating account replenishment, with supporting checks and invoices
that are identified as approved expenses falling within the approved budget related to lounge
operations. 
Based on the findings contained in this audit, Port staff will improve its monitoring of this third-party
management agreement by employing the following: 
d)  Confirm the amount of monthly management fee paid to the third-party manager on a
quarterly basis against the contract terms; 
e)  Request that the third-party manager provide a current list of employees and then check the
active employee roll against payroll on a monthly basis; 
f)   Ensure that manager payroll is not included in payroll distribution as this expense is included
in the monthly management fee; and 
g)  Confirm the insurance certificate is current and tracks the coverage requirements noted in the
contract. 
In addition, Port staff are continuing efforts to strengthen and enhance the overall contract
compliance process, and especially so for the most complex agreements such as this. The most
significant effort is the development of the Agreement Compliance and Administration Plan (ACAP).
The ACAP combines a new process and technology that provides additional focus on contract
obligations and a clear understanding of roles and responsibilities across multiple business units,
departments and divisions. The increased clarity that the ACAP provides will assist Port staff in their
efforts to effectively and efficiently manage and administer agreements and licenses. 
2.     The salary for the on-site manager was mistakenly charged to the Port, despite language
prohibiting such payment in the contract. Staff will insure reimbursement of $54,139 from ALD for
this expense. 
3.     ALD will reimburse $4,222 that was incorrectly paid by the Port for commercial property
insurance.
4.      GTMS uses a biometric payroll system (using fingerprints) for all employee timecards. Any
alterations to the payroll requires local management authorization. Going forward, Port staff will
ensure that all employee costs charged to the Port are properly supported by the biometric payroll

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Airport Lounge Development Corporation                                                  INTERNAL AUDIT 
04/01/2015-03/31/2016 
log, as well as review the monthly sample payroll charges for proper support. 
Aviation Division staff appreciate the close working relationship with Internal Audit staff as part of
our collective efforts to continuously improve agreement monitoring processes across the Port. 

















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