EX-99.3 4 exh993auditedsep302017.htm AUDITED JETFLEET HOLDING SEP 30, 2017 FINANCIAL STATEMENTS


EXHIBIT 99.3








JetFleet Holding Corp. and Subsidiaries


Consolidated Financial Statements


For the nine months ended September 30, 2017

TABLE OF CONTENTS


 
TITLE
TABLE OF CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS


Independent Auditor’s Report


Board of Directors
JetFleet Holding Corp. and Subsidiaries
Burlingame, California

We have audited the accompanying consolidated financial statements of JetFleet Holding Corp. and Subsidiaries, which comprise the consolidated balance sheet as of September 30, 2017, and the related consolidated statement of operations, comprehensive income, stockholders’ equity, and cash flows for the period then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of JetFleet Holding Corp. and Subsidiaries as of September 30, 2017, and the results of its operations and its cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP


December 20, 2017

JetFleet Holding Corp. and Subsidiaries
Consolidated Balance Sheet
September 30, 2017

ASSETS
 
Assets:
     
Cash and cash equivalents
 
$
4,196,500
 
Marketable securities
   
3,181,200
 
Receivable from affiliates
   
1,056,500
 
Accounts receivable
   
2,800
 
Note receivable
   
38,100
 
Prepaid expenses and other assets
   
133,200
 
Equipment (net of accumulated depreciation of $60,800)
   
21,000
 
Total assets
 
$
8,629,300
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Liabilities:
       
Accounts payable
 
$
102,800
 
Accrued payroll
   
80,300
 
Income taxes payable
   
311,200
 
Deferred tax liabilities
   
783,200
 
Total liabilities
   
1,277,500
 
         
Shareholders' equity:
       
Series A Redeemable Preferred stock, 200,000 shares authorized,
  no shares issued and outstanding
   
-
 
Common stock, no par value, 1,000,000 shares authorized,
  362,194 issued and outstanding
   
1,261,600
 
Retained earnings
   
4,804,000
 
Accumulated other comprehensive income:
       
Foreign currency translation adjustments
   
(100
)
Unrealized gain on securities
   
1,286,300
 
Total shareholders’ equity
   
7,351,800
 
Total liabilities and shareholders’ equity
 
$
8,629,300
 





See accompanying notes to consolidated financial statements.

JetFleet Holding Corp. and Subsidiaries
Consolidated Statement of Operations
For the nine months ended September 30, 2017



Revenues:
     
Management fees
 
$
4,588,800
 
Acquisition and remarketing fees
   
901,600
 
Dividends, interest and other income
   
9,600
 
Total revenues
   
5,500,000
 
Costs and expenses:
       
Salaries and employee benefits
   
1,876,700
 
Rent
   
311,200
 
Consulting fees
   
345,900
 
Travel, meals and entertainment
   
218,500
 
General and administrative
   
336,900
 
Total costs and expenses
   
3,089,200
 
Income before income taxes
   
2,410,800
 
Income tax expense
   
926,000
 
Net income
 
$
1,484,800
 

















See accompanying notes to consolidated financial statements.

JetFleet Holding Corp. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the nine months ended September 30, 2017



Net income
 
$
1,484,800
 
Other comprehensive income, net of tax:
       
Foreign currency translation adjustments
   
(200
)
Unrealized gain on securities
   
610,200
 
Other comprehensive income
   
610,000
 
Comprehensive income
 
$
2,094,800
 










See accompanying notes to consolidated financial statements.

JetFleet Holding Corp. and Subsidiaries
Consolidated Statement of Shareholders’ Equity
For the nine months ended September 30, 2017

   
Number of
Shares
   
Common
Stock
   
Retained
Earnings
   
Accumulated Comprehensive Income
   
Total
 
Balance at December 31, 2016
   
362,194
   
$
1,261,600
   
$
3,319,200
   
$
676,200
   
$
5,257,000
 
Net income
   
-
     
-
     
1,484,800
     
-
     
1,484,800
 
Foreign currency translation
  adjustments, net of tax benefit
  of $100
   
-
     
-
     
-
     
(200
)
   
(200
)
Unrealized gain on securities,
  net of tax expense of $403,900
   
-
     
-
     
-
     
610,200
     
610,200
 
Balance at September 30, 2017
   
362,194
   
$
1,261,600
   
$
4,804,000
   
$
1,286,200
   
$
7,351,800
 




















See accompanying notes to consolidated financial statements

JetFleet Holding Corp. and Subsidiaries
Consolidated Statement of Cash Flows
For the nine months ended September 30, 2017


Operating activities:
     
Net income
 
$
1,484,800
 
Adjustments to reconcile net income to net cash provided by operating activities:
       
Depreciation
   
3,800
 
Deferred income taxes
   
(15,100
)
Changes in operating assets and liabilities:
       
Receivable from affiliates
   
(42,800
)
Accounts receivable
   
7,500
 
Prepaid expenses and other assets
   
(29,000
)
Accounts payable
   
22,400
 
Accrued payroll
   
(517,700
)
Income taxes payable
   
204,300
 
Net cash provided by operating activities
   
1,118,200
 
Investing activities:
       
Investment in capital assets
   
(7,700
)
Repayments on note receivable
   
3,400
 
Net cash used in investing activities
   
(4,300
)
Net increase in cash and cash equivalents
   
1,113,900
 
Cash and cash equivalents, beginning of period
   
3,082,800
 
Exchange losses on cash and cash equivalents
   
(200
)
Cash and cash equivalents, end of period
 
$
4,196,500
 
Supplemental disclosures of cash flow information:
       
Cash paid during the period for:
       
Income taxes
 
$
736,200
 
Foreign taxes
   
600
 







See accompanying notes to consolidated financial statements


1.
Organization and Business of the Company

Organization

JetFleet Holding Corp. and subsidiaries (“JHC”) was incorporated in the state of California on January 27, 1994.  As of September 30, 2017, all of the outstanding common stock of JHC was owned indirectly through trusts by Toni M. Perazzo and Abigail Crispin (Ms. Perazzo’s dependent child), and by shareholders not affiliated with JHC or its subsidiaries.

JHC owns all of the outstanding common stock of JetFleet Management Corp (“JMC”). JMC owns all of the outstanding common stock of 1314401 Alberta Inc. (“JetFleet Canada”) and owned all the membership interests of JetFleet Management USVI LLC (“JMC USVI”) until June 30, 2017, when it was liquidated and dissolved.

Business of the Company's Subsidiaries

The Company was formed to build an integrated aircraft management, marketing and financing business.  In August 2015, the Company extended its management agreement with AeroCentury Corp. (“ACY”) for ten years.  The new management agreement expires in August 2025, and the Company remains responsible for the selection of assets to be acquired by ACY and the leasing, re-leasing and/or subsequent sale of assets owned by ACY. The Company is entitled to acquisition fees, re-sale and re-lease fees and management fees in connection with these activities.

 As mentioned above, JetFleet Canada is a subsidiary of JMC.  Based in Calgary, Alberta, Canada, JetFleet Canada provides aircraft management and technical services for the Company and its affiliates. 

JMC USVI was a subsidiary of JMC, based in St. Thomas, U.S. Virgin Islands (“USVI”).  JMC had an agreement with JMC USVI for consulting services and to operate office space in the U.S. Virgin Islands for use by JMC.  In 2016, JMC ceased payment of consulting fees and initiated closing JMC USVI’s office in the Virgin Islands. JMC USVI distributed all its assets to JMC and was dissolved on June 30, 2017.

2. Summary of Significant Accounting Policies

Basis of Presentation

Financial information for JHC, JMC, JMC USVI and JetFleet Canada  (collectively, the "Company") is presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America ("GAAP") based upon the continuation of the business as a going concern.



2. Summary of Significant Accounting Policies (continued)

Principles of Consolidation

These financial statements reflect the consolidation of JHC’s results with those of its wholly owned subsidiaries, JMC, JetFleet Canada and JMC USVI. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources.

The most significant estimates with regard to these consolidated financial statements are the estimated value of certain financial assets and the accounting for income taxes.

Cash and Cash Equivalents

The Company considers highly liquid investments readily convertible into known amounts of cash, with original maturities of three months or less, as cash equivalents.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible.  The standard describes a fair value hierarchy based on three levels of inputs.  The first two are considered observable and the last unobservable.

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.



2. Summary of Significant Accounting Policies (continued)

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following table shows by level, within the fair value hierarchy, the Company’s assets at fair value:

   
September 30, 2017
 
         
Level
   
Level
   
Level
 
   
Total
     
1
     
2
     
3
 
Marketable securities
 
$
3,181,200
   
$
3,046,900
   
$
-
   
$
134,300
 
Money market funds
   
272,900
     
272,900
     
-
     
-
 
Total
 
$
3,454,100
   
$
3,319,800
   
$
-
   
$
134,300
 

As of September 30, 2017 there were no liabilities that were required to be measured and recorded at fair value on a recurring basis. During the period ended September 30, 2017, there were no transfers in or out of Level 3 securities.

Fair Value of Other Financial Instruments

The Company’s financial instruments, other than cash, consist principally of cash equivalents, accounts receivable, marketable securities, and accounts payable.  The fair value of cash equivalents, accounts receivable and accounts payable approximates the carrying value of these financial instruments because of their short-term nature.

Marketable securities are stated at fair value as of the balance sheet date.  The Company measures the fair values of investments in securities using the last quoted sales price from the primary exchange where the security is traded.  The Company classifies its marketable equity securities as available for sale. Realized gains and losses, determined using the first in, first out (FIFO) method are included in earnings; unrealized holding gains and losses are reported in other comprehensive income.

For the nine-month period ended September 30, 2017, the Company had a gross unrecognized gain on its marketable equity securities available for sale of $1,014,100.  From inception to September 30, 2017, the Company had the following cumulative gross unrealized gains on marketable equity securities available for sale:
Description
 
Total
Cost
   
Fair Market
Value
   
Gross Unrealized Gain
 
Cumulative gross unrealized gains on
   marketable securities
 
$
1,043,300
   
$
3,181,200
   
$
2,137,900
 

At September 30, 2017, the Company held 214,876 shares of ACY common stock. The Company’s investment in ACY is recorded at fair value and classified within Level 1 because it is listed on the NYSE American Exchange where its value is based on quoted market prices in active markets.



2. Summary of Significant Accounting Policies (continued)

At September 30, 2017, the Company owned 121 shares of Uniform Components non-voting preferred stock.  The Uniform Components non-voting preferred stock has a cumulative preferred annual dividend of 10% and a liquidation value of $1,000 per share, but may not be liquidated before January 1, 2019.   Because the Company owns a minority share of non-voting preferred stock, Uniform Components results are not consolidated with those of the Company.

The Company’s investment in Uniform Components non-voting preferred stock has been classified within Level 3 due to unobservable inputs and infrequent trading.  When observable prices are not available for these securities, the Company measures their fair value using the income valuation approach, for which sufficient and reliable data is available.  The use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.  Pursuant to the income valuation approach, the Company estimates the Uniform Components non-voting preferred stock’s fair market value based on the estimated net present value of future dividends, the January 1, 2019 liquidation value and a 2.5% interest rate.

Note Receivable

The note receivable is carried at its estimated collectible amount. Interest income on the note receivable is recognized using the interest method.

Equipment and Depreciation

The Company’s interests in equipment are recorded at cost and depreciated using the straight-line method over five years.

Income taxes

As part of the process of preparing the Company’s consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which the Company operates.  This process involves estimating the Company’s current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and GAAP purposes.  These differences result in deferred tax assets and liabilities that are included in the consolidated balance sheet.  Management must also assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and, to the extent management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized, the Company must establish a valuation allowance.  To the extent the Company establishes a valuation allowance or changes the allowance in a period, the Company reflects the corresponding increase or decrease within the tax provision in the consolidated statement of operations. Significant management judgment is required in determining the Company’s future taxable income for purposes of assessing the Company’s ability to realize any benefit from its deferred taxes.  The Company records non-income based sales, use, property, value added and franchise taxes as general and administrative expense in the consolidated statement of operations.



2. Summary of Significant Accounting Policies (continued)

Common Stock

On September 30, 2017, the Company had 362,194 shares of common stock outstanding.

Comprehensive Income

The Company reports unrealized gains and losses from marketable securities in comprehensive income.  In addition, for the Company’s foreign subsidiary where the functional currency is the Canadian dollar, monetary assets and liabilities are translated at period-end exchange rates while non-monetary items are translated at historical rates.  Income and expense accounts are translated at the average rates in effect during the period.

Foreign Currency

The reporting currency of the Company is the U.S. dollar. The functional currency of JetFleet Canada is the Canadian dollar. The balance sheet of the Company’s foreign subsidiary is translated at the September 30, 2017 rate of exchange, and the statement of operations is translated at the average exchange rate for the period January 1, 2017 through September 30, 2017. Gains or losses resulting from translating foreign currency financial statements are included in accumulated other comprehensive income.

Revenue Recognition

The Company recognizes income earned from services provided to ACY pursuant to a management agreement.  The Company receives a monthly management fee based on the net asset value of ACY’s assets under management by the Company.  The Company records the monthly management fee at the end of each month. The Company also receives an acquisition fee for locating assets for ACY, and may receive a remarketing fee in connection with the sale or re-lease of ACY’s assets. The Company’s policy is to record acquisition fees on the date ACY completes the acquisition of aircraft assets and to record remarketing fees on the date a sale or re-lease of ACY’s assets occurs.

Concentration of Revenues

All of the fees earned by the Company are derived from aviation assets owned by ACY, which are leased to customers in countries around the world. Related party issues between the Company and ACY are discussed in footnote 8.



3. Commitments

The Company leases its office space under a lease expiring June 30, 2020 and a storage facility on a monthly basis.  The monthly lease commitment for the office space includes an amount for base rent and operating expenses.  The Company estimates that the future minimum lease commitments for its office space and storage facility are as follows:

Year Ended December 31:
 
Amount
 
2017 (3 months remaining)
 
$
110,400
 
2018
   
441,800
 
2019
   
449,100
 
2020
   
230,700
 
Total
 
$
1,232,000
 

The Company has a contractual obligation to pay a certain amount of operating expenses (utilities and insurance costs) that are included in office rent expense.  The projected annual rent expenses shown above for the periods 2017 through 2020 are based on periodic increases to the base rental rate per the lease and operating expense amounts in effect at September 30, 2017.  The lease allows for a 2% increase to monthly operating expenses beginning on January 1, 2017, but since no increase occurred it was not reflected in the estimated operating expenses for 2017 and 2018.  The lease also allows for a 2% increase in monthly operating expenses beginning on January 1, 2019, which is reflected in estimated operating expenses for 2019 and 2020. Total rent expense for the nine months ended September 30, 2017, which included rent for a storage facility rented on a monthly basis, was $311,200.

4. Income tax provision

The components for the provision for income taxes for the nine months ended September 30, 2017 were as follows:

Current tax provision:
     
Federal
 
$
788,600
 
State
   
151,900
 
Foreign
   
600
 
Current tax provision
   
941,100
 
Deferred tax provision:
       
Federal
   
(17,400
)
State
   
(300
)
Change in valuation allowance
   
2,600
 
Deferred tax provision
   
(15,100
)
Total provision for income taxes
 
$
926,000
 



4. Income tax provision (continued)

Total income tax expense differs from the amount that would be provided by applying the statutory federal income tax rate to pretax earnings as illustrated below:

Income tax expense at the statutory federal income tax rate
 
$
819,700
 
State tax expense net of federal benefit
   
97,900
 
Meals and entertainment
   
3,100
 
Non-taxable income
   
(2,500
)
Tax rate differences
   
5,200
 
Change in valuation allowance
   
2,600
 
Total income tax provision
 
$
926,000
 

Temporary differences and carry-forwards that gave rise to a significant portion of deferred tax assets and (liabilities) as of September 30, 2017 are as follows:

Gross deferred tax assets:
     
Franchise taxes
 
$
48,200
 
Deferred compensation
   
30,700
 
Net operating loss carry forwards
   
4,300
 
Deferred tax assets
   
83,200
 
Valuation allowance
   
(4,300
)
Net deferred tax asset
   
78,900
 
Gross deferred tax liabilities:
       
Unrealized gains on securities
   
(851,600
)
Depreciation and impairment
   
(10,500
)
Net deferred tax liabilities
 
$
(783,200
)

JetFleet Canada is a Canadian corporation subject to tax in Canada and JMC USVI was a Virgin Islands limited liability company taxed as a corporation in the Virgin Islands.  Accordingly, the provision for income taxes for these subsidiaries is reflected in the Company’s consolidated financial statements and includes foreign taxes currently payable and changes in deferred tax assets and liabilities.

A portion of the deferred tax assets recognized relates to JetFleet Canada’s foreign net operating loss carryovers.  The foreign net operating carryovers of approximately $11,200 will be available to offset taxable income in future years and begin to expire in 2029.  A valuation allowance was deemed necessary on JetFleet Canada net operating loss carryovers, as the Company has concluded, based on an assessment of all available evidence, that it is more likely than not that future taxable income will not be sufficient to realize these tax benefits. Where a valuation allowance was not recorded for other deferred tax assets, the Company believes that it is more likely than not that future taxable income (including the reversal of temporary differences) will be sufficient to realize the tax benefits for the balance of deferred tax assets on the balance sheet at September 30, 2017.





4. Income tax provision (continued)

The Company accounts for interest related to uncertain tax positions as interest expense and for income tax penalties as tax expense. There are no material unrecognized income tax positions related to uncertain tax positions.

All of the Company's tax years remain open to examination other than as barred in the various jurisdictions by statutes of limitation.

5. Concentration of Credit Risk

The Company maintains its cash and cash equivalents at various financial institutions, where they are insured by the Federal Deposit Insurance Corporation (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) up to $250,000. The balances of these accounts from time to time exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. At September 30, 2017, the amount over FDIC and SIPC limits was approximately $3,428,400.

6. Accumulated Comprehensive Income

   
Before-tax Amount
   
Tax
(Expense)
   
Net-of-tax Amount
 
Foreign currency translation adjustments
 
$
(200
)
 
$
100
   
$
(100
)
Unrealized gains on securities
   
2,137,900
     
(851,600
)
   
1,286,300
 
Total accumulated comprehensive income
 
$
2,137,700
   
$
(851,500
)
 
$
1,286,200
 

7. Retirement plan

The Company maintains a qualified defined contribution salary deferral profit sharing plan for U.S. employees.  An employee must be at least 21 years of age to participate in this plan.  This plan permits employees to defer up to 15% of their salary based on strict IRS guidelines. Participants are always 100% vested in their salary deferral contributions. Participants vest in the matching Company contributions ratably over two years.  The Company made no matching contributions to this plan for the nine months ended September 30, 2017.

8. Related Party Transactions

The Company’s subsidiary, JMC, an integrated aircraft management, marketing and financing business, manages and administers a portfolio of leased aircraft assets owned by ACY pursuant to a management agreement which expires in August 2025. Certain officers of the Company are also officers of ACY and hold significant ownership positions in both ACY and the Company. JMC also receives an acquisition fee for locating assets for ACY, and may receive a remarketing fee in connection with the sale or re-lease of ACY’s assets.  During the nine months ended September 30, 2017, JMC received management fees of $4,588,800 and acquisition fees of $850,500.  Also during 2017, JMC received remarketing fees of $51,100 from ACY.




9. Subsequent Events

The Company has evaluated events occurring through December 20, 2017, the date the financial statements were available to be issued. In October 2017, the Company agreed to be acquired by ACY, subject to approval by the Company’s shareholders and by California regulatory authorities.  Under the merger agreement, the Company’s shareholders expect to receive $3.5 million in cash and 129,286 shares of ACY common stock, subject to various adjustments at closing, in return for all the outstanding capital stock of the Company.  The closing of the merger agreement is expected to occur in the first quarter of 2018, and is subject to satisfaction of certain conditions customary for merger transactions. There are no other events that require recording or disclosure in the financial statements for the nine months ended September 30, 2017.