EX-99.1 3 v437940_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

AEREX INDUSTRIES, INC.

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2015

 

 

 

 

 

AEREX INDUSTRIES, INC.

 

 

TABLE OF CONTENTS

Year Ended December 31, 2015

 

 

 

  Page
   
INDEPENDENT AUDITORS' REPORT 1-2
   
   
FINANCIAL STATEMENTS  
   
Balance sheet 3-4
   
Statement of income 5
   
Statement of retained earnings 6
   
Statement of cash flow 7-8
   
Notes to the financial statements 9-15

 

 

 

 

 

INDEPENDENT AUDITORS’ REPORT

 

 

 

To the Board of Directors

Aerex Industries, Inc.

Fort Pierce, Florida

 

 

Report on the Financial Statements

 

We have audited the accompanying balance sheet of Aerex Industries, Inc., as of December 31, 2015, and the related statements of income, retained earnings, and cash flows for the year then ended, 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 audit. We conducted our audit 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 auditors’ 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.

 

- 1 -

 

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aerex Industries, Inc. as of December 31, 2015, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

 

 

Fort Lauderdale, Florida

April 28, 2016

 

- 2 -

 

 

AEREX INDUSTRIES, INC.

 

 

BALANCE SHEET

December 31, 2015

 

ASSETS
               

 

CURRENT ASSETS     
Cash and cash equivalents  $4,453,979 
Contracts receivable, net   812,558 
Costs and estimated earnings in excess of billings on uncompleted contracts   729,070 
Inventories   70,487 
Other current assets   55,383 
      
TOTAL CURRENT ASSETS   6,121,477 
      
PROPERTY AND EQUIPMENT     
Land   140,000 
Buildings and improvements   1,488,302 
Machinery and tools   2,815,836 
Vehicles   64,664 
Furniture and fixtures   274,036 
      
    4,782,838 
Less accumulated depreciation   2,989,933 
      
NET PROPERTY AND EQUIPMENT   1,792,905 
      
OTHER ASSETS   39,229 
      
TOTAL ASSETS  $7,953,611 

 

 

The accompanying notes are an integral part of these financial statements.

- 3 -

 

 

AEREX INDUSTRIES, INC.

 

 

BALANCE SHEET

December 31, 2015

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

CURRENT LIABILITIES        
Accounts payable   $ 55,158  
Accrued payroll and related taxes     108,394  
Current portion of long-term debt     123,224  
Billings in excess of costs and estimated earnings on uncompleted contracts     1,309  
Other accrued liabilities     7,075  
         
TOTAL CURRENT LIABILITIES     295,160  
         
LONG-TERM DEBT     1,757,263  
         
TOTAL LIABILITIES     2,052,423  
         
         
STOCKHOLDER'S EQUITY        
Common stock, no par value; 10,000 shares authorized; 5,000 shares issued and outstanding     5,000  
Retained earnings     5,896,188  
         
TOTAL STOCKHOLDER'S EQUITY     5,901,188  
         
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $ 7,953,611  

 

The accompanying notes are an integral part of these financial statements.

 

- 4 -

 

 

AEREX INDUSTRIES, INC.

 

 

STATEMENT OF INCOME

Year Ended December 31, 2015

 

 

CONTRACT REVENUE EARNED  $19,104,928 
      
COST OF REVENUE EARNED   13,997,881 
      
GROSS PROFIT   5,107,047 
      
GENERAL AND ADMINISTRATIVE EXPENSES   1,092,838 
      
INCOME FROM OPERATIONS   4,014,209 
      
OTHER INCOME (EXPENSE)     
Interest income   7,453 
Interest expense   (81,183)
Miscellaneous income   761,879 
      
TOTAL OTHER INCOME (EXPENSE)   688,149 
      
NET INCOME  $4,702,358 

 

 

The accompanying notes are an integral part of these financial statements. 

- 5 -

 

 

AEREX INDUSTRIES, INC.

 

 

STATEMENT OF RETAINED EARNINGS

Year Ended December 31, 2015

 

 

RETAINED EARNINGS - BEGINNING  $1,988,830 
      
NET INCOME   4,702,358 
      
STOCKHOLDER DISTRIBUTIONS   (795,000)
      
RETAINED EARNINGS - ENDING  $5,896,188 

 

 

The accompanying notes are an integral part of these financial statements.

- 6 -

 

 

AEREX INDUSTRIES, INC.

 

 

STATEMENT OF CASH FLOWS

Year Ended December 31, 2015

 

OPERATING ACTIVITIES     
Net income  $4,702,358 
Adjustments to reconcile net income to net cash provided by operating activities:     
Bad debt expense   16 
Depreciation and amortization   163,042 
Change in assets and liabilities:     
(Increase) decrease in:     
Contracts receivable   574,614 
Costs and estimated earnings in excess of billings on uncompleted contracts   (293,818)
Inventories   (10,076)
Other current assets   130,901 
Increase (decrease) in:     
Accounts payable   (331,649)
Accrued payroll and related taxes   (152,187)
Billings in excess of costs and estimated earnings on uncompleted contracts   (12,193)
Other accrued liabilities   (42,146)
      
NET CASH PROVIDED BY OPERATING ACTIVITIES   4,728,862 
      
CASH FLOWS FROM INVESTING ACTIVITIES     
Purchases of property and equipment   (176,150)
      
NET CASH USED IN INVESTING ACTIVITIES   (176,150)

 

The accompanying notes are an integral part of these financial statements.

 

- 7 -

 

 

AEREX INDUSTRIES, INC.

 

 

STATEMENT OF CASH FLOWS (CONTINUED)

Year Ended December 31, 2015

 

 

CASH FLOWS FROM FINANCING ACTIVITIES     
Principal payments on long-term debt   (116,948)
Stockholder distributions   (1,045,000)
      
NET CASH USED IN FINANCING ACTIVITIES   (1,161,948)
      
NET CHANGE IN CASH AND CASH EQUIVALENTS   3,390,764 
      
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR   1,063,215 
      
CASH AND CASH EQUIVALENTS - END OF YEAR  $4,453,979 

  

 

     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION     
      
Cash paid during the year for:     
      
Interest  $81,822 

 

 

The accompanying notes are an integral part of these financial statements.

- 8 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business Description

 

Aerex Industries, Inc. (“Aerex”), headquartered in Fort Pierce, Florida, is a manufacturer and installer of complete water treatment systems. Its markets include the United States of America, Bermuda and the Caribbean Islands, South America, China, Japan, the Middle East, and other parts of the world.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results could differ from these estimates.

 

Cash and Cash Equivalents

 

Aerex considers all highly-liquid debt instruments purchased with a maturity of six months or less to be cash equivalents. Aerex maintains cash and cash equivalents which may periodically exceed federally insured amounts. Aerex has not experienced any losses in such accounts. Management believes Aerex is not exposed to any significant credit risk related to cash and cash equivalents.

 

Revenue Recognition

 

For financial statement purposes, revenue from construction contracts is reported using the percentage-of-completion method. Accordingly, income is recognized in the ratio that costs incurred to date bear to estimated total costs. Contract costs include direct material, labor, subcontract and indirect costs related to contract performances. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to costs and income. These changes are recognized in the period in which they are determined. Claims for additional contract revenue are recognized when realization is probable and the amount can be reasonably estimated.

 

Contracts receivable include billings on completed and partially completed contracts. The current asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents recognized revenue in excess of amounts billed. The current liability, “Billings in excess of costs

 

- 9 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition (Continued)

 

and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

 

Contracts Receivable and Allowance for Doubtful Accounts

 

Aerex’s contracts receivable are based on contracted prices. Credit is extended to all qualified customers under various payment terms. Aerex provides for estimated losses on uncollectible contracts receivable based upon historical data and management's evaluation of the contracts receivable balances. No such allowance was deemed to be necessary as of December 31, 2015.

 

Inventories

 

Inventory, consisting of various construction supplies and materials, is stated at the lower of cost or market with cost being determined by using the first-in, first out (FIFO) method.

 

Property and Equipment

 

Property and equipment are carried at cost. Depreciation is calculated using the straight-line method for financial reporting purposes over the estimated useful lives of the assets ranging from 3 to 40 years. The carrying amount of long-lived assets is evaluated periodically to determine if adjustment to the useful life or to the undepreciated balance is warranted. Depreciation expense for the year ended December 31, 2015 was $160,641.

 

The cost of assets sold or otherwise disposed of and the related accumulated depreciation thereon are removed from the accounts and the resulting gain or loss is reflected in net income. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

 

Long-lived assets held and used by Aerex are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed.

 

- 10 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Loan Origination Fees

 

Loan origination fees associated with Aerex’s long-term debt are recorded at a cost of $36,007 at December 31, 2015. The fees related to the January 2013 term debt refinance are currently being amortized over a period of 15 years using the straight-line method. Amortization expense was $2,401 for the year ended December 31, 2015. The annual amortization expense related to these fees over the remaining life of the term loan is $2,401.

 

Concentrations

 

As of December 31, 2015 one customer accounted for 41% of trade receivables. This customer also accounted for 76% contract revenues for the year ended December 31, 2015. For the year ended December 31, 2015, one vendor accounted for 73% of material purchases. No amounts were payable to this vendor as of December 31, 2015.

 

Income Taxes

 

Aerex has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, Aerex does not pay federal and state corporate income taxes on its taxable income. Instead, the earnings and losses are includable in the personal income tax returns of the stockholder and taxed at individual marginal tax rates. Accordingly, no provision or liability for federal and state income taxes has been included in these financial statements.

 

ASC 740 requires companies to evaluate and account, if necessary, for "uncertain positions" taken on open income tax returns and positions expected to be taken in a soon to be filed tax return. In accordance with this guidance, interest costs and related penalties would be calculated, if applicable, related to unrecognized tax benefits. As of December 31, 2015, no liability for unrecognized tax benefits was required to be recorded. The standard discusses the recognition threshold, methodology for financial statement recognition and guidance on de-recognition, classification, interest and penalties and disclosure. Aerex’s income tax filings are subject to audit by various taxing authorities, which generally extend three years from the date of filing the income tax return. If applicable, any interest recorded would be included in interest expense and any penalties recorded would be included in income tax expense.

 

- 11 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Subsequent Events

 

Subsequent events have been evaluated through April 28, 2016, which is the date the financial statements were available to be issued.

 

Fair Value

 

The fair value of financial instruments, including cash and cash equivalents, contracts receivable, accounts payable, and accrued expenses approximates the carrying values, principally because of the short maturity of those items. The fair value of long-term debt approximates the carrying value, principally because of the maturity dates of the long-term debt and the current terms applicable to each item. There were no changes in the methods or assumptions used in the valuation techniques by Aerex during the year ended December 31, 2015.

 

 

NOTE 2 - CONTRACTS RECEIVABLE

 

Contracts receivable consist of the following at December 31, 2015:

 

Completed contracts  $437,346 
Contracts in progress   375,212 
      
   $812,558 

 

- 12 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 3 - REVENUES RECOGNIZED AND AMOUNTS BILLED ON CONTRACTS IN PROGRESS

 

Information relative to revenues recognized and amounts billed on contracts in progress at December 31, 2015 are summarized as follows:

 

Revenues recognized  $5,451,108 
Amounts billed   4,723,347 
      
Net underbillings  $727,761 
      
The above is reflected in the accompanying balance sheets as follows:     
      
Costs and estimated earnings in excess of billings on uncompleted contracts - underbillings  $729,070 
Billings in excess of costs and estimated earnings on uncompleted contracts - overbillings   (1,309)
      
Net underbillings  $727,761 

 

 

NOTE 4 - LONG-TERM DEBT

 

Long-term debt consists of the following at December 31, 2015:

 

CenterState Bank - mortgage note due January 2028 with principal and interest payments due monthly in the amount of $16,564; interest on the note being 4.15% from January 2013 through July 2020, at which time the loan's interest rate will be equal to 3% plus an index established by the Federal Home Loan Bank of Atlanta through the loan's maturity; collateralized by substantially all of the assets of the Company and the personal guarantee of the stockholder.  $1,880,487 
Less current portion   123,224 
      
Long-term debt  $1,757,263 

 

- 13 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 4 - LONG-TERM DEBT (CONTINUED)

 

Maturities of long-term debt are as follows:

    Amount 
 Year Ending December 31,      
 2016   $123,224 
 2017    128,437 
 2018    133,869 
 2019    139,532 
 2020    145,434 
 Thereafter    1,209,991 
        
 Total   $1,880,487 

 

 

The entire balance in the mortgage note denoted above was paid in full in early February of 2016.

 

NOTE 5 - PROFIT SHARING PLAN

 

Aerex has in effect a qualified 401(k) employee savings and profit-sharing plan for the benefit of all employees meeting certain requirements as to age and length of service. Employees can defer taxes on compensation contributed to the plan. Aerex matches, within prescribed limits, the contributions of the employees. Aerex also has the option to make an additional profit-sharing contribution to the plan. Employer contributions to the plan for the year ended December 31, 2015 was comprised of company matching contributions totaling $26,531.

 

NOTE 6 - LINE OF CREDIT

 

Aerex has a line of credit agreement with CenterState Bank which provides for maximum borrowings of $1,000,000. The line is secured by substantially all of Aerex’s assets and the personal guarantee of the stockholder. The outstanding principal balance of each advance bears interest at a rate equal to the bank's prime rate with a floor of 4%. The bank's prime rate of interest at December 31, 2015 was 3.50%. There were no outstanding borrowings as of December 31, 2015.

 

This line of credit was cancelled in early February of 2016.

 

- 14 -

 

 

AEREX INDUSTRIES, INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

Year Ended December 31, 2015

 

 

NOTE 7 - LEASE OBLIGATION

 

Aerex is a party to an operating lease agreement for the rental of office space. The lease commenced on July 1, 2011 and terminates on June 30, 2016, with an option to renew for a period of twenty-four months. Upon the mutual consent of the lessor or lessee, this lease may be terminated by either party with sixty days written notice.

 

Aerex has been given the right to use the lease facility "rent free" for the period from July 1, 2011 through June 30, 2013, with an option to make advance payments on the future rent amounts that will become due during the period of July 1, 2013 and ending on June 30, 2016. Rent expense is recognized by Aerex on a straight-line basis over the five year term of the lease plus the applicable sales tax, irrespective of the "rent free" provision that applies to the first two years of the agreement. Rent expense recognized was $65,178 for the year ended December 31, 2015.

 

The twenty-four month extension for this office space referenced above was signed in March of 2016, effectively extending this lease through June of 2018.

 

NOTE 8 - MISCELLANEOUS INCOME

 

Miscellaneous income, recognized in the statement of income in the amount of $761,879 for the year ended December 31, 2015 consists primarily of the sale of stainless steel scrap metal.

 

NOTE 9 - SUBSEQUENT EVENTS

 

Stockholder distributions subsequent to December 31, 2015 were approximately $2,903,000.

 

The balance of the mortgage note disclosed in Note 4 was paid in full in early February 2016. In addition, the line of credit in Note 6 was cancelled in early February 2016.

 

Effective February 11, 2016, Consolidated Water U.S. Holdings, Inc., a wholly-owned subsidiary of Consolidated Water Co. Ltd. (“Consolidated Water”), acquired 51% of the ownership of Aerex from the stockholder. This acquisition effectively terminated Aerex's Subchapter S status as an entity for income tax purposes.

 

Effective as of the date of the acquisition, Aerex’s prior sole stockholder entered into an employment agreement with Aerex for a term of three years. Aerex also entered into a services and marketing agreement with an affiliate of Consolidated Water. Immediately following the acquisition, Aerex’s prior sole stockholder and Consolidated Water loaned $490,000 and $510,000, respectively, to Aerex. These loans have a maturity date of August 10, 2016.

 

- 15 -