AERO NASHVILLE, LLC. Financial Statements. December 31, (With Independent Auditors Report Thereon)

Transcription

1 Financial Statements (With Independent Auditors Report Thereon)

2 Financial Statements Table of Contents Page(s) Independent Auditors Report 1 Financial Statements: Balance Sheet 3 Statements of Operations 4 Statements of Changes in Members Equity 5 Statements of Cash Flows

3 KPMG LLP 1 East Pratt Street Baltimore, MD Independent Auditors Report The Member Aero Nashville, LLC: We have audited the accompanying financial statements of Aero Nashville, LLC, which comprise the balance sheet as of, and the related statements of operations, statements of changes in member s equity, and statements cash flows for the period December 16, 2015 through (Successor Company Operations) and for the period from July 1, 2015 through December 15, 2015 (Predecessor Company Operations), 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 U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aero Nashville, LLC as of and the results of its operations and its cash flows for the period December 16, 2015 through (Successor Company Operations) and for the period from July 1, 2015 through December 15, 2015 (Predecessor Company Operations) in conformity with U.S. generally accepted accounting principles. December 21, 2016 KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity.

4 Balance Sheet Assets Income-producing property, net $ 6,766,652 Intangible assets, net 1,701,746 Restricted cash and cash equivalents 905,034 Accounts receivable 89,148 Deferred rent receivable 4,227 Deposits 23,667 Total assets $ 9,490,474 Liabilities and Member s Equity Bonds payable, net $ 5,568,546 Accounts payable and accrued expenses 92,507 Deferred market rents, net 588,032 Accrued interest payable 134,810 Total liabilities 6,383,895 Member s equity 3,106,579 Total member s equity 3,106,579 Total liabilities and member s equity $ 9,490,474 See accompanying notes to financial statements. 2

5 Statements of Operations Successor Predecessor Company Company for the for the period from period from December 16 July 1 through through December 31, December 15, Revenues: Rents and other revenues $ 33, ,279 Tenant recoveries 7, ,328 Total revenues 41, ,607 Operating expenses: Ground rent 4,573 43,262 Real estate taxes and insurance 3,893 38,425 Property operating expenses 820 Property management fees 936 9,946 General and administrative expenses 8 9,357 Total expenses 9, ,810 Net operating income 31, ,797 Other (income) and expenses: Interest and finance costs 9, ,434 Interest income (266) Depreciation and amortization 19,741 Total other (income) and expenses 28, ,168 Net earnings $ 2, ,629 See accompanying notes to financial statements. 3

6 Statements of Changes in Member s Equity Balance at June 30, 2015 $ 1,584,656 Predecessor contributions 56,453 Predecessor distributions (38,381) Predecessor net earnings 188,629 Elimination of predecessor capital (1,791,357) Balance at December 15, 2015 $ Balance at December 16, 2015 $ Consideration 3,153,527 Successor distributions (49,716) Successor net earnings 2,768 Balance at $ 3,106,579 See accompanying notes to financial statements. 4

7 Statements of Cash Flows Successor Predecessor Company for Company for the period from the period from December 16 July 1 through through December 31, December 15, Cash flows from operating activities: Net earnings $ 2, ,629 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 19,741 Amortization of deferred financing fees 10,734 Amortization of above/below market tenant lease (608) Amortization of below market ground lease 501 Deferred rent receivable (4,227) (17,460) Amortization of debt premium (2,754) Changes in operating assets and liabilities: Restricted cash and cash equivalents 49,717 (39,746) Accounts receivable (11,083) (49,285) Prepaid expenses 322 (1,717) Accounts payable and accrued expenses 15,341 20,863 Accrued interest payable 11,234 (18,384) Rents received in advance (31,202) 31,202 Net cash provided by operating activities 49, ,836 Cash flows from financing activities: (Increase)/decrease in restricted cash and cash equivalents (34) 132,092 Repayment of bonds payable (275,000) Contributions 56,453 Distributions (49,716) (38,381) Net cash used in financing activities (49,750) (124,836) Net change in cash and cash equivalents Cash: Beginning of the period End of the period $ Supplemental disclosure of cash flow information: Interest paid $ 141,960 See accompanying notes to financial statements. 5

8 (1) Organization Aero Nashville, LLC (We or the Company), a Delaware limited liability company, was formed on March 14, 2005 for the purpose of developing an air cargo facility and assuming the existing ground lease at Nashville International Airport in Nashville, Tennessee (the Facility). The Company completed construction of its sole property on June 16, We are wholly owned by Cargo Acquisition Company, LLC or (the Member), a Delaware limited liability company. On December 16, 2015, RAL US Holdings, LLC, (the Acquirer), a Delaware limited liability company, acquired 100% of the Member pursuant to a recapitalization of the portfolio of air cargo facilities of CalEast CAC, LLC (CalEast) of which the Facility owned by the Company is a component. Contemporaneously with this acquisition, CalEast changed its name to RAL CAC, LLC. Predecessor company operations include the activities of the Company prior to December 16, 2015 during our affiliation with CalEast. Successor company operations include the activities of the Company subsequent to and including December 16, 2015 when the Acquirer recapitalized the portfolio of the CalEast facilities. (2) Acquisition Accounting The Acquirer has elected to reflect the purchase in our financial statements through the application of pushdown accounting, which requires all assets and liabilities to be revalued and reflected at their fair market values as of the purchase date, December 16, Assets and liabilities that were acquired subsequent to December 16, 2015 are stated at cost. The application of pushdown accounting includes allocating the purchase price to tangible and intangible assets and liabilities associated with the acquisition based on our estimates of their fair values at the time of the acquisition using the methods described below. Specifically, we allocated the purchase price to building, and intangible assets and liabilities; including in-place leases, above and below market leases (both tenant and ground) and tenant relationships. We determined these fair values by using market data and independent appraisal (when available) and making numerous estimates and assumptions. We allocated the purchase price to the following components: above and below-market lease intangible assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between: (1) the contractual amounts to be received or paid pursuant to the in-place leases; and (2) our estimate of fair market lease rates for the corresponding space, measured over a period equal to the remaining noncancelable term of the lease. The capitalized above and below-market tenant lease values are amortized as adjustments to rental revenue over the remaining noncancelable terms of the respective tenant leases through the renewal option period. The capitalized below-market ground lease value is amortized as an adjustment to ground rent expense over the remaining noncancelable terms of the respective ground lease including renewal options; in-place lease value based on our estimates of: (1) the present value of additional income to be realized as a result of leases being in place on the acquired properties; and (2) costs to execute similar leases. Our estimate of additional income to be realized includes carrying costs, such as real estate taxes, insurance and other operating expenses, and revenues during the expected lease-up periods considering current market conditions. Our estimate of costs to execute similar leases includes leasing commissions, legal and other related costs; tenant relationship value based on our evaluation of the specific characteristics of each tenant s lease and our overall relationship with that respective tenant. Characteristics we consider in determining 6 (Continued)

9 these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant s credit quality and expectations of lease renewals, among other factors; property based on a valuation performed under the assumption that the property is vacant upon acquisition (the as-if vacant value). The as-if-vacant value is allocated to building and depreciated over the shorter of the remaining useful life of the asset or the remaining term of the ground lease. The fair value of the assets acquired and liabilities assumed at the time of the acquisition were as follows: Consideration: Cash $ 3,153,527 Fair value of total consideration transferred $ 3,153,527 Recognized amounts of identifiable assets acquired and liabilities assumed: Income producing property: Building $ 6,783,085 Intangible assets: In-place lease intangible 834,623 Tenant relationship value 333,009 Above market tenant lease 299,763 Below market ground lease 238,788 Total investments in real estate 8,489,268 Restricted cash and cash equivalents 954,717 Accounts receivable 78,065 Prepaid expenses and other assets 23,989 Bonds payable (5,571,300) Accounts payable and accrued expenses: Accounts payable and accrued expenses (77,166) Prepayments from tenants (31,202) Accrued interest payable (123,576) Below market tenant lease (589,268) Total accounts payable and accrued expenses (821,212) Total identifiable net assets assumed $ 3,153,527 (3) Significant Accounting Policies (a) Basis of Presentation These financial statements have been prepared on the accrual basis of accounting in accordance with the accounting principles generally accepted in the United States of America. 7 (Continued)

10 (b) Use of Estimates We make estimates and assumptions when preparing financial statements under generally accepted accounting principles. These estimates and assumptions affect various matters, including: the reported amounts of assets and liabilities in our balance sheet at the date of the financial statements; the disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses in our statement of operations during the reporting periods. Significant estimates are inherent in the presentation of our financial statements in a number of areas, including the allocation of property acquisition costs to our real estate assets, the determination of estimated useful lives of assets, the determination of lease terms and the fair market value of assets and liabilities. Actual results may differ from these estimates. (c) Restricted Cash and Cash Equivalents Included in the accompanying balance sheet is cash and cash equivalents held in escrow as required by the loan agreement described in note 7 for debt service payments and various reserves. We are required to deposit revenues to a fund maintained by a designated trustee of the Nashville Bonds (hereinafter defined). Use of these funds is governed by the terms of the Nashville Bond agreement as disclosed in note 7. Interest income of $266 for the period from July 1, 2015 through December 15, 2015, and $0 for the period from December 16, 2015 through, was earned on funds held in escrow and is reported as interest income on the statement of operations. Cash and cash equivalents include all cash and investments that have original maturities of three months or less at purchase. Cash equivalents are reported at cost, which approximates fair value. We maintain our cash in bank accounts in amounts that may exceed federally insured limits at times. We have not experienced any losses in these accounts in the past and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions. (d) Income Producing Property We report our real estate investments net of depreciation. When we are required to make improvements to our investments under the terms of a lease, we determine whether the improvements constitute landlord assets or tenant assets. We capitalize the cost of the improvement when we deem the improvements to be landlord assets. In determining whether improvements constitute landlord or tenant assets, we consider numerous factors, including: whether the improvements are unique to the tenant or reusable by other tenants; whether the ownership of the improvement remains with us or with the tenant at the end of the lease term; and whether the economic substance of the lease term is properly reflected. 8 (Continued)

11 We depreciate our real estate investments using the straight-line method over their estimated useful lives as follows: Range of estimated useful lives Building and building improvements Tenant improvements Leasing commissions Shorter of the useful life of the assets or the term of the underlying ground lease Shorter of the useful life of the assets or the term of the underlying ground lease Related lease term If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions, above and below market leases, in-place lease value and tenant relationships are immediately written off. Repairs and maintenance are charged to expense as incurred. (e) Impairment of Income Producing Property We assess our income producing property for impairment quarterly using our estimates of fair values or through third party appraisals following our valuation methodology. Each quarter, for long-lived assets to be held and used, we analyze recoverability based on the estimated undiscounted future cash flows expected to be generated from the operations and eventual disposition of the asset over the remaining term of the ground lease. If the recovery analysis indicates that the carrying value of a tested property is not recoverable from the estimated future cash flows, it is written down to its estimated fair value and an impairment loss is recognized. If and when our plans change, we revise our recoverability analysis to use the cash flows expected from the operations and eventual disposition of each asset using holding periods that are consistent with our revised plans. We also review the reasonableness of changes in our estimated income producing property fair values from amounts estimated in the prior quarter. If events or changes in circumstances indicate that the carrying values of our income producing property may be impaired, we perform a recovery analysis of such property. (f) Intangible Assets and Deferred Market Rents on Income Producing Property We amortize the intangible assets and deferred market rent liabilities associated with the acquisition as follows: Amortization period Above-and below-market leases In-place lease value Tenant relationship value Remainder of the contractual lease term Remainder of the contractual lease term Remainder of the contractual lease term 9 (Continued)

12 (g) Accounts Receivable Tenant accounts receivable include amounts billed to but unpaid by tenants in addition to actual and estimated amounts unbilled to tenants that have come due as of the balance sheet date. We maintain allowances for estimated losses resulting from the failure of our tenant to satisfy its payment obligations. We use judgment in estimating these allowances. There was no allowance required at. (h) Revenue Recognition Revenue consists of rents due under a noncancelable long-term operating lease and is recognized on a straight-line basis over the lease term reflecting all rent abatements and known rental increases. Straight line rents were recalculated as of December 16, 2015 as part of the purchase accounting adjustments required. Deferred rent receivable was recorded on our balance sheet to the extent straight-line rent exceeds cash rent due. Rental income earned on a straight-line basis was $17,460 more than cash rent due for the period from July 1, 2015 through December 15, 2015 and $4,227 more than cash rent due for the period from December 16, 2015 through. Tenant recovery income is comprised of payments from the tenant for its share of real estate tax and ground rent expense and is recognized as revenue in the same period the related expenses are incurred by us. (i) Ground Rent Expense Ground rent expense is recognized on a straight-line basis over the term of the related lease. The ground lease is accounted for as an operating lease. In connection with the application of pushdown accounting, the ground lease terms were adjusted to fair value. Accordingly, we have reflected below market ground lease as an intangible asset on the balance sheet as of the acquisition date, which will be amortized over the remaining term of the ground lease agreement. Amortization expense of $501 was recognized as a component of ground rent expense in the statement of operations for the period from December 16, 2015 through. (j) Income Taxes No provision has been made for federal or state income taxes in the accompanying financial statements, since the Member includes the income or loss in its own income tax return. In accordance with ASC 740, Accounting for Uncertain Tax Positions, we conduct regular self-assessments for uncertainty in income taxes recognized in the financial statements. Our self-assessment has not resulted in any material accruals as no uncertain tax positions have been identified. As of, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2011 forward, with limited exceptions. (k) New Accounting Standards In April 2015, the FASB issued ASU , Interest Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (ASU ). ASU simplifies the presentation of debt issuance costs by requiring such costs be presented as a deduction from the corresponding debt liability. Subsequently, in August 2015, the FASB issued ASU , Interest Imputation of Interest (Subtopic ): Presentation and Subsequent Measurement of Debt Issuance Costs 10 (Continued)

13 Associated with Line-of-Credit Arrangement-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (ASU ). The standards are effective for financial statements issued for interim and annual reporting periods beginning after December 15, 2015, and require retrospective presentation. Early adoption is permitted. We elected to early adopt these standards for the periods presented. As of, we did not have any debt issuance costs. In February 2016, the FASB issued ASU , Leases, amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The standards are effective for fiscal years beginning after December 15, 2019, and allows for early adoption. We are assessing whether the new standard will have a material effect on our financial position or results of operations. (4) Income-Producing Property Income-producing property at is comprised of the following: Building $ 6,783,085 Accumulated depreciation (16,433) Income producing property, net $ 6,766,652 Depreciation expense was $0 for the period July 1, 2015 through December 15, 2015 as the property was held for sale and $16,433 for the period from December 16, 2015 through. (5) Intangible Assets and Deferred Market Rents on Income Producing Property Intangible assets and deferred market rent liabilities on income-producing property consisted of the following at : Gross carrying Accumulated Net carrying amount amortization amount In-place lease value $ 834,623 (2,699) 831,924 Tenant relationship value 333,009 (609) 332,400 Above market tenant rents 299,763 (628) 299,135 Below market ground rents 238,788 (501) 238,287 Total intangible assets $ 1,706,183 (4,437) 1,701,746 Deferred market rents, net $ 589,268 (1,236) 588, (Continued)

14 Amortization expense of in-place lease and tenant relationship value was $3,308 for the period from December 16, 2015 through. Estimated amortization expense associated with the in-place lease and tenant relationship value set forth above for the next five years and thereafter is as follows: 2016 $ 95, , , , ,405 Thereafter 687,299 Total $ 1,164,324 Accretion revenue from above-and below-market leases was $608 for the period from December 16, 2015 through. Estimated accretion revenue from above-and below-market leases for the next five years and thereafter is as follows: 2016 $ 14, , , , ,119 Thereafter 218,302 Total $ 288,897 (6) Ground Lease We lease approximately 623,000 square feet of land at the Nashville International Airport under a lease that expires on July 1, The ground lease has no renewal options. We paid ground rent expense of $43,262 for the period from July 1, 2015 through December 15, 2016 and $4,072 for the period from December 16, 2015 through. The annual ground rent increases every 5 years by CPI with the next increase scheduled for June 15, The annual ground rent for the next five years and thereafter is as follows: 2016 $ 94, , , , ,668 Thereafter 1,463,667 Total $ 1,937, (Continued)

15 In connection with the application of push down accounting, we recognized a below market adjustment on our ground lease. The market adjustment to ground rent expense was $501 for the period from December 16, 2015 through. Estimated market adjustments to ground rent expense for the next five years and thereafter is as follows: 2016 $ 11, , , , ,639 Thereafter 180,092 Total $ 238,287 (7) Bonds Payable On December 1, 2010 pursuant to the Collateral and Security Agreement between the Company and Wells Fargo Bank, National Association (as Trustee), tax exempt fixed rate revenue bonds (the Bonds) were issued in the amount of $6,200,000. These Bonds bear interest at a fixed interest rate of 5.2% and require semi-annual interest and annual principal payments, beginning July 2012, throughout the remaining term of the loan which matures on July 1, The restricted cash and cash equivalents balance at is summarized as follows: Facility revenue fund $ Facility surplus fund 620,000 Debt service fund 285,034 Restricted cash and cash equivalents $ 905,034 Pursuant to the Trust Indenture (the Indenture) between The Metropolitan Nashville Airport Authority (as Issuer) and the Trustee the rents from the tenant are remitted directly to the Trustee to be deposited into a facility revenue fund. On the first day of each month such amounts are used to make ground lease rental payments and fund the debt service funds. Any excess cash is transferred to a facility surplus fund. The Indenture requires that we maintain a Minimum Required Balance in the facility surplus fund equal to the lesser of (i) 10% of the original proceeds of the Bonds, or (ii) 125% of the average annual principal and interest requirements of the Bonds, and (iii) the maximum annual principal and interest requirements of the Bonds. Semi annually on each June 30 and December 31 and in accordance with the Indenture, we request the excess funds in the facility surplus fund from the Trustee. The excess funds are released upon our certification stating that (i) we have no knowledge of an existing event of default; (ii) no breach of any covenants exists; (iii) no act of bankruptcy has occurred; (iv) the projected and actual debt service 13 (Continued)

16 coverage ratio is 1.1 and; (v) the amount on deposit in the surplus fund after the surplus release is not less than the Minimum Required Balance. Our actual debt service coverage ratio at was The debt service fund includes (i) all amounts required per the Indenture, (ii) all amounts required to be deposited from the facility revenue fund and (iii) any other amounts paid to or recovered by the Trustee for deposit in the debt service fund. The debt service fund shall be used solely for the payment of principal and interest on the Bonds. The change in the facility revenue fund and the facility surplus fund are included in operating activities and the change in the debt service fund is included in financing activities on the statement of cash flows. We are not required to maintain any reserve escrow accounts. In connection with the application of push down accounting, the carrying amounts of the bonds was increased by $386,300 based on our estimate of their fair value as of December 16, 2015, resulting in an effective interest rate of 4.84%. We amortize the fair value adjustment as a component of interest expense using the effective interest method over the remaining term of the bonds. The bonds payable at are summarized as follows: Bonds payable $ 5,185,000 Unamortized premium 383,546 Total bonds payable $ 5,568,546 Future principal payments on the bonds at are as follows: 2016 $ 300, , , , ,000 Thereafter 3,335,000 Total $ 5,185,000 We have guaranteed the payment of the principal and interest on the Nashville Bonds. Such guaranty is secured by a mortgage on our leasehold interest in the facility. 14 (Continued)

17 (8) Rental Income The tenant lease requires fixed minimum monthly payments over the term of the lease, which extends through Future minimum rentals on the noncancelable operating tenant lease at December 31, 2015 approximate the following: 2016 $ 705, , , , ,126 Thereafter 4,419,826 Total $ 8,069, % of the rental revenue was received from one tenant, Federal Express Corporation, for the period from July 1, 2015 through December 15, 2015 and also for the period from December 16, 2015 through, (9) Related Party Transactions Prior to the change in control, we were party to a management agreement with Aeroterm US, Inc., an indirect related party of our former owners, to provide property and development management and brokerage services to the Company for the period from July 1, 2015 through December 15, The management agreement required a base management fee of 3% of Gross Monthly Collections, as defined in the management agreement, be paid. Total fees incurred pursuant to this agreement were $9,946 during the period from July 1, 2015 through December 15, On December 16, 2015, we entered into a new management agreement with Aeroterm Management, LLC, (the Manager), an indirect related party of the Acquirer, to serve as the property, leasing and development manager for the Facility. The management agreement requires a base management fee of 3% of Gross Monthly Revenue, as defined in the management agreement, be paid. Total management fees incurred during the period December 16, 2015 through were $936. Management fees payable at are $1,814, of which, $878 was assumed by us from CalEast. Our cash is maintained in a pooled account managed by the Acquirer which is treated as either a contribution or distribution from/to the Member upon receipt or transfer of cash. (10) Commitments and Contingencies In the ordinary course of business, there may be various claims or lawsuits brought by or against the Company. Management is not aware of any claims or lawsuits that could materially affect the financial position, results of operations or our liquidity. 15 (Continued)

18 (11) Subsequent Events We have performed an evaluation of subsequent events through December 21, 2016, the date the financial statements were available to be issued. There were no subsequent events identified requiring disclosure. 16