HOLLEY- NAVARRE WATER SYSTEM, INC.

Transcription

1 CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION DECEMBER 31, 2016 AND 2015 V4arren 1 verett CFAs AND ADVISORS

2 TABLE OF CONTENTS DECEMBER 31, 2016 AND 2015 INDEPENDENT AUDITORS' REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Operations and Comprehensive Earnings 5 Consolidated Statements of Changes in Members' Equity 6 Consolidated Statements of Cash Flows 7 Notes to the Consolidated Financial Statements 9 SUPPLEMENTARY INFORMATION Schedule I Consolidating Schedules of Balance Sheets 20 Schedule 11 Consolidating Schedules of Operations and Comprehensive Earnings 24 Schedule III Consolidating Schedules of Operating and Maintenance Expenses 26

3 qlarren 316 South BayBen Street, Suite 300 rett Pensacoa, F CPAs AND ADVIISOIRS warrenaverett.corn INDEPENDENT AUDITORS' REPORT To The Board of Directors Holley- Navarre Water System, Inc. Report on Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Holley- Navarre Water System, Inc. ( the System) ( a Florida corporation), which are comprised of the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive earnings, changes in ended, and the related notes to the consolidated financial statements. members' equity, and cash flows for the years then Management's Responsibility for the Consolidated 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. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated 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 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 consolidated financial position of Holley- Navarre Water System, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. 1

4 Report on Supplementary Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating schedules of balance sheets, operations and comprehensive earnings, and operating and maintenance expenses are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. A4W, Pensacola, Florida April 18,

5 CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 AND 2015 ASSETS UTILITY PLANT IN SERVICE, NET 49, 174, 551 $ 49, 629, 574 GOLF COURSE PROPERTY AND EQUIPMENT, NET 2, 866, 875 2, 876, 807 RESTRICTED ASSETS Cash and cash equivalents 1, 773, 846 2, 355, 238 CURRENT ASSETS Cash and cash equivalents 4, 566, 170 2, 730, 064 Certificate of deposit 123, , 792 Accounts receivable, net 1, 115, , 564 Note receivable from Fairpoint, current portion 17, , nventory 451, , 132 Deposit in escrow 120, 000 Prepaid expenses 160, , 001 Total current assets 6, 554, 482 4, 270, 042 OTHER ASSETS Utility deposits 11, , 149 Note receivable from Fairpoint, net 135, , 029 Advance to Fairpoint 260, , 700 Total other assets 407, , 878 TOTAL ASSETS 60, 777, 268 $ 59, 556, 539 See notes to the financial statements. 3

6 CONSOLIDATED BALANCE SHEETS CONTINUED DECEMBER 31, 2016 AND 2015 LIABILITIES AND MEMBERS' EQUITY MEMBERS' EQUITY Donated capital 544, 966 $ 249, 966 Membership certificates 259, , 120 Contributions in aid of construction, net 36, 584, , 980, 500 Retained earnings 14, 945, , 185, 163 Accumulated other comprehensive income ( expense) 4, 848, 747) 3, 925, 974) Total members' equity 47, 485, , 737, 775 LONG- TERM LIABILITIES Pension obligation 4, 894, 284 3, 965, 285 Long- term debt, net 6, 480, 955 6,485,525 Total long- term liabilities 11, 375,239 10, 450, 810 CURRENT LIABILITIES ( Payable from Restricted Assets) Current portion of long-term debt 150, , 000 Customer deposits 614, , 663 Accrued interest 43, , 862 Total current liabilities 807, , 525 CURRENT LIABILITIES ( Payable from Current Assets) Accounts payable 282, , 098 Accrued expenses 367, , 832 Current portion of pension obligation 314, 536 Due to Fairpoint 71, , 028 Current portion of long-term debt 72, , 471 Total current liabilities 1, 108, , 429 TOTAL LIABILITIES AND MEMBERS' EQUITY 60, 777, 268 $ 59, 556, 539 See notes to the financial statements. 4

7 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE EARNINGS FOR THE YEARS ENDED DECEMBER 31, 2016 AND REVENUE FROM OPERATIONS Water revenues 4, 542, 852 $ 3, 947, 109 Wastewater revenues 3, 969, 757 3, 401, 596 Taps 796, , 273 Membership dues 168, , 608 Green and cart fees 433, , 747 Merchandising Engineering and food sales, net 879, , 992 service revenues 310, ,579 Total revenues 11, 100, 946 9, 678, 904 OPERATING EXPENSES Operating and maintenance 8, 885, 799 8, 359, 544 Depreciation and amortization 1, 150, 877 1, 091, 655 Net periodic pension expense 658, 810 1, 003, 504 Total operating expenses 10, 695,486 10, 454,703 INCOME/( LOSS) FROM OPERATIONS 405, , 799) OTHER INCOME ( EXPENSES) Interest income 7, 197 4, 746 Interest expense 276, 681) 278, 261) Other, net 375, 327) 55, 942 Total other expenses 644, 811) 217, 573) NET INCOME ( LOSS) 239, 351) 993, 372) OTHER COMPREHENSIVE INCOME ( LOSS) Prior service cost amortization 24, , 017 Net deferred loss 947, 308) 168, 715) Total other comprehensive loss 922, 773) 115, 698) COMPREHENSIVE LOSS 1, 162, 124) $ ( 1, 109, 070) See notes to the financial statements. 5

8 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 Accumulated Contributions Other Total Donated Membership in aid of Retained Comprehensive Members' Capital Certificates Construction Earnings Income Equity Balance, December 31, , 966 $ 236, 875 $ 35, 626, 884 $ 16, 178, 535 $ ( 3, 810,276) $ 48,481, 984 Sale of membership certificates 11, , 245 Contributed capital 1, 645, 884 1, 645, 884 Amortization 1, 292,268) 1, 292, 268) Total comprehensive earnings( loss) 993, 372) 115, 698) ( 1, 109, 070) Balance, December 31, , , , 980, , 185, 163 ( 3, 925,974) 47, 737,775 Sale of membership certificates 11, , 050 Contributed capital 295, 000 1, 956,420 2, 251, 420 Amortization 1, 352, 541) 1, 352, 541) Total comprehensive earnings( loss) 239, 351) 922, 773) ( 1, 162, 124) Balance, December 31, , 966 $ 259, 170 $ 36, 584, 379 $ 14, 945, 812 $ ( 4, 848, 747) $ 47,485, 580 See notes to the financial statements. 6

9 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND CASH FLOWS FROM OPERATING ACTIVITIES Net loss 239, 351) $ ( 993, 372) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization expense 1, 146, 556 1, 091, 655 Amortization of loan issue costs 8, 702 5, 226 Amortization of debt discount 3, 132 2, 290 Bad debt expense 17, 301 Loss on disposal of assets 407, , 181 Pension benefits 320, , 934 Changes in assets and liabilities Decrease ( increase) in: Accounts receivable 321, 573) 39, 797) Other receivables 39, 004 Due from Fairpoint 174, 848 Prepaid expenses 14, , 512 Inventory 38, 519) 8, 897) Other current assets 120, 125) Increase ( decrease) in: Accounts payable 1, , 158 Due to Fairpoint 43, , 602 Accrued expenses 263, 527 8, 266) Customer deposits 34, 060) 41, 855) Net cash provided by operating activities 1, 473,210 1, 038,223 CASH FLOWS FROM INVESTING ACTIVITIES Loan to Fairpoint 174, 891) Collections on loan to Fairpoint 17, 489 4, 373 Purchase of certificate of deposit 312) 310) Purchases of property and equipment for the golf course 64,502) 24,022) Proceeds from sale of equipment 15, 222 Additions to utility plant in service 2, 084, 688) 2, 953,410) Net cash used in investing activities 2, 116, 791) 3, 148,260) See notes to the financial statements. 7

10 CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 CASH FLOWS FROM FINANCING ACTIVITIES Contributions in aid of construction 1, 857, 646 $ 1, 645, 884 Payments on long- term debt 265,401) 270, 379) Donated capital 295, 000 Membership certificates 11, , 245 Net cash provided by financing activities 1, 898,295 1, 386, 750 CHANGE IN CASH AND CASH EQUIVALENTS 1, 254, , 287) CASH AND CASH EQUIVALENTS, BEGINNING 5, 085, 302 5, 808, 589 CASH AND CASH EQUIVALENTS, ENDING 6, 340, 016 $ 5, 085, 302 CASH AND CASH EQUIVALENTS CONSIST OF: Restricted 1, 773, 846 $ 2, 355, 238 Unrestricted 4, 566, 170 2, 730, 064 6, 340, 016 $ 5, 085, 302 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES Cash paid during the year for interest 276, 165 $ 271, 228 Contributions to utility plant in service 98,775 $ Equipment financed with capital lease 208, 796 $ 92, 438 See notes to the financial statements. 8

11 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND DESCRIPTION OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Holley- Navarre Water System, Inc. (the " System") was organized in 1970 as a Florida not-for-profit, member owned, mutual benefit association to provide water and sewer services to its members. The System began providing water services in In 1986, the System entered into a franchise agreement with Santa Rosa County, Florida, which granted the System an exclusive franchise to construct, operate and maintain a public water supply and a public sewer system in all or part of an area located in the southeastern part of Santa Rosa County. Basis of Presentation and Consolidation The consolidated financial statements of the System are prepared using the accrual method of accounting. These statements conform to predominant practices within the utilities industry. The consolidated financial statements reflect the consolidated financial position and operating results of the System and include The Club at Hidden Creek, LLC and Municipal Engineering Services, Inc. The System formed The Club at Hidden Creek, LLC ( The Club), a single member Limited Liability Company, in November 2012 to acquire and operate the Hidden Creek golf course in Navarre, Florida. The System formed Municipal Engineering Services, Inc. ( MESI) in May 2014 to perform engineering services for the System and outside entities. Intra- entity accounts and material transactions have been eliminated in consolidation. Collectively, these entities are referred to as the System". Revenue Recognition Revenue for the System is recognized monthly when services are provided. Actual usage is determined through monthly meter readings. Water and wastewater revenues include estimated amounts for unbilled usage. Membership revenue for the Club is recognized monthly. Golf course revenue such as greens fees and cart rentals are recognized when services are provided. Merchandise and food and beverage revenues are recognized as goods are sold. MESI recognizes revenue as services are provided. Cash and Cash Equivalents For purposes of reporting cash flows, the System considers all cash accounts and certificates of deposit with original maturities of three months or less to be cash or cash equivalents. Inventory Inventory for the System consists of materials and supplies used for construction projects and maintenance of the system. Inventory for the Club consists of golf merchandise and food and beverages for the restaurant. Inventory is stated at the lower of cost or net realizable value determined by the first- in, first-out ( FIFO) method. Restricted Assets Assets required to be segregated by debt covenants and customer deposits are classified as restricted assets. 9

12 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND DESCRIPTION OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED Accounts Receivable Receivables are carried at original billed amount less an estimate made for doubtful receivables. This allowance was estimated at $ 25, 000 for fiscal years ended December 31, 2016 and Management determines the allowance for doubtful accounts by identifying troubled accounts and considering the customer' s current financial condition. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Balances are typically considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. Penalty fees of 10% of the outstanding balance are charged on past due balances. Utility Plant in Service The System capitalizes property and equipment costing $ 5, 000 or more. Property acquired through purchase is stated at cost. Internally constructed property is recorded at the cost of materials, labor, and in- house engineering costs ( estimated to be 10% of materials and labor). Property contributed by members and developers is recorded at its estimated fair value at the date received. Depreciation is computed using straight- line methods based on asset lives. Golf Course Property and Equipment The Club capitalizes property and equipment as deemed appropriate by Management. Property acquired through purchase is stated at cost. Depreciation is computed using straight- line methods based on asset lives. Contributions in Aid of Construction Property contributed by members and developers is recorded as contributions in aid of construction at its estimated fair value at the date received. These contributions are amortized over the estimated useful lives of the related contributed assets, with such amortization being offset against depreciation charged to operations. Compensated Absences Full- time permanent employees earn vacation based on years of service. Earned and unused vacation is payable up to a maximum of 250 hours upon termination with at least one year of service. In November 2016, the System amended their compensated absence policy. Prior to adoption of this new policy, all earned and unused leave was paid out at the end of the calendar year. Under the new policy, earned leave may be carried over in an amount not to exceed the maximum allowable annual accrual. Unused leave earned in excess of this amount is paid out at the end of the calendar year. Accrued leave is included in accrued expenses on the balance sheet. Income Taxes The System is generally exempt from payment of income taxes under Section 501( c) ( 12) of the Internal Revenue Code and related Florida Statutes. The System does pay tax on certain unrelated business income ( UBI) as defined by the Internal Revenue Code and Florida Statutes. The Club has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. The net income or loss of the Club and MESI will be reported by the System as a component of its UBI. The System is not aware of any uncertain tax positions that would require disclosure or accrual in accordance with generally accepted accounting principles. 10

13 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND DESCRIPTION OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets, and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Donated Capital Donated capital consists of expense reimbursement grants received from the Northwest Florida Water Management District for expansion of the water distribution system. Membership Certificates New customers are required to purchase a non- refundable membership certificate for $5. Reclassification Certain prior year amounts in the financial statements have been reclassified to conform to the current year presentation. Events Occurring After the Report Date The System has evaluated events and transactions that occurred between December 31, 2016 and April 18, 2017, which is the date that the consolidated financial statements were available to be issued, for possible recognition or disclosure in the consolidated financial statements. 2. RESTRICTED ASSETS Assets have been restricted as follows: Restricted for customer deposits 720, 861 $ 744, 833 Restricted for future project costs 1, 052, 985 1, 610, 405 Total restricted assets 1, 773, 846 $ 2, 355, 238 The cash restricted for future project costs is unspent debt proceeds restricted under the debt agreement for future system expansion. A customer deposit is required for each customer account, unless the customer signs up for automatic electronic draft payments. Customer deposits are included as a current liability payable from restricted assets on the balance sheet. 11

14 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND UTILITY PLANT IN SERVICE Utility plant in service at December 31, 2016 and 2015 consists of the following: Useful Life Wastewater treatment system 40 years 44, 552, 815 $ 43, 443, 193 Water distribution system years 23, 611, , 093, 677 Spray field rights 40 years 305, 000 Furniture, fixtures, and equipment 3-10 years 2, 214, 340 2, 375, 629 Vehicles 5 years 1, 574, 413 1, 574, 413 Buildings and improvements 3-40 years 918, , 396 Land N/ A 2, 071, 969 1, 916, , 943, ,639, 298 Less: accumulated depreciation 26, 291, 991) 24, 905, 966) 48, 651, , 733, 332 Construction in progress 522, , 242 Utility plant in service, net 49, 174, 551 $ 49, 629, 574 Depreciation expense related to utility plant in service for the years ended December 31, 2016 and 2015 was approximately $ 2,253,000 and $ 2, 118, 000, respectively. The amortization of contributions in aid of construction which offsets depreciation expense related to utility plant in service for the years ended December 21, 2016 and 2015 was approximately $ 1, 353, 000 and 1, 292, 000, respectively. Construction in progress at year- end consists primarily of project costs incurred for development of a new rapid infiltration basin. 4. GOLF COURSE PROPERTY AND EQUIPMENT The golf course property and equipment at December 31, 2016 and 2015 consists of the following: Useful Life Land N/ A 880, 198 $ 880, 198 Course improvements 15 years 703, , 491 Buildings and improvements years 1, 143, 880 1, 143, 880 Furniture and equipment 5-15 years 682, , 739 Golf carts 4 years 208, , 693 3, 617, 972 3, 584, 001 Less: accumulated depreciation 751, 097) 707, 194) Golf course property and equipment, net 2, 866, 875 $ 2, 876, 807 Depreciation expense related to golf course property and equipment expense for the years ended December 31, 2016 and 2015 was approximately $278, 000 and $ 265, 000, respectively. 12

15 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND LONG- TERM DEBT The System has long- term debt as follows: Note payable 6, 710, 000 $ 6, 855, 000 Capital lease 276, , 788 Long- term debt 6, 986, 183 7, 042, 788 Less: current portion payable from restricted assets 150, 000) 145, 000) Less: current portion payable from current assets 72,270) 117, 471) Less: debt issuance cost, net 207, 940) 216, 642) Less: debt discount, net 75, 018) 78, 150) Long- term debt, net 6,480, 955 $ 6, 485,525 Note Payable On August 21, 2014, the System paid off their existing 2004 Industrial Development Revenue Bonds and a construction loan by obtaining a note payable in the amount of $ 7, 000, 000 from Capital Trust Agency ( CTA). The note carries a current interest rate of 2. 0% which increases throughout the life of the loan up to 4. 5%. Debt services payments are made of both principal and interest amounts which vary from year to year. All system assets and revenues secure the note. Under the terms of the note agreement, the System is required to comply with certain financial covenants and ratios as described in the note agreement. As of December 31, 2016 and 2015, the System was in compliance with all covenants. Capital Leases The System leases equipment in the ordinary course of business of The Club. The System is obligated under various capital lease commitments that expire between January 2017 and June 2020, and require minimum monthly payments ranging from $ 210 to $ 5, 116. For the years ended December 31, 2016 and 2015, the assets under these capital leases totaled approximately 495, 000 and $ 519, 000, respectively, and are included in the consolidated balance sheets as part of property and equipment of The Club. Accumulated amortization for assets held under capital leases amounted to approximately $ 171, 000 and $ 290,000 for the years ended December 31, 2016 and 2015, respectively. Amortization is included in total depreciation and amortization for the System. In 2016, the System retroactively adopted the requirements of ASU No , Interest- Imputation of Interest ( Subtopic ): Simplifying the Presentation of Debt Issuance Costs, to present debt issuance costs as a reduction of the carrying amount of the related debt rather than an asset for costs incurred in relation to notes payable. Amortization of debt issuance costs of approximately $ 9, 000 and $ 5, 000 for the years ended December 31, 2016 and 2015, respectively, is reported as interest expense in the accompanying statements of income and comprehensive earnings. Such amortization of debt issuance costs was previously reported as amortization expense. 13

16 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND LONG- TERM DEBT CONTINUED On December 31, 2016, scheduled principal repayments on long- term debt are as follows: Year ending Note Capital December 31, Payable Leases Total , 000 $ 72, 270 $ 222, , , , , , , , , , , , 000 Thereafter 5, 935, 000 5, 935, 000 Total 6, 710, 000 $ 276, 183 $ 6, 986, RELATED PARTY TRANSACTIONS Advance to Fairpoint During 1998, the System, along with two other water utilities, formed Fairpoint Regional Utility System, Inc. ( Fairpoint). The purpose of the organization is to develop a regional water source and delivery system to south Santa Rosa County, Florida. Fairpoint has financed the construction of the well fields and pipeline through government grants and loans. The members funded the first phases of the project, consisting of engineering estimates, permitting, and drilling of test wells. The System advanced $260,700 for these costs. It is anticipated that this advance will be recovered. The amount of future contributions by the System to Fairpoint has not been determined. The System is reimbursed for work performed by its employees and expenses incurred on behalf of Fairpoint. Loan Receivable During 2015, the System entered into a loan agreement with Fairpoint for $ 174, 891. The loan is interest free and matures September 1, 2025 and requires Fairpoint to pay $ 1, 457 in monthly principal payments to the System. During the years ended December 31, 2016 and 2015, principal payments of$ 17,489 and $4, 373 were paid to the System. 14

17 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND RELATED PARTY TRANSACTIONS CONTINUED Future principal payments to be received from the loan are as follows: Year ending December 31, , , , , , 489 Thereafter 65, 584 Total 153, 029 The System performs administrative and repair and maintenance services for Fairpoint. During the years ended December 31, 2016 and 2015, the System recognized approximately $ 250, 000 and 249, 000, respectively, for these services. These amounts offset the System' s operating expenses. The System purchases water from Fairpoint Regional Utility System. During the years ended December 31, 2016 and 2015, the System incurred expenses of approximately $ 1, 956, 000, respectively, for these purchases. 220, 000 and During the year ended December 31, 2016, the System contracted with a construction company owned by a member of the Board to complete capital repairs for The Club. Amounts paid under this contract were $ 35, 000. There were no such contracts entered into during the year ended December 31, PENSION PLAN In January 2006, the System implemented a Defined Benefit Pension Plan designed to provide a pension benefit to long- term employees of the System. Effective July 1, 2015, the plan was closed to new participants. To be eligible to enter the plan, an employee must have been 21 years of age and have had one year of service ( defined as 500 hours of service). An employee with five years or more of service who retires at age 65 will be provided a retirement benefit equal to 6% of their average annual compensation for each plan year of service up to ten years based upon their highest compensation for any consecutive 36 month period during their last ten years of service. Early retirement is provided for, with a reduction in benefits. Benefits accrue to employees at a rate of one year of service for each plan year during which 1, 000 hours of service was completed prior to January 1, 2006 or 500 hours for years after that date. Employees become 100% vested after five years of participation. 15

18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND PENSION PLAN CONTINUED Generally accepted accounting principles requires the recognition of the funded status of its defined benefit postretirement plan in the System' s balance sheet, the recognition of actuarial gains and losses and prior service costs and credits in the statement of income and comprehensive earnings, and certain disclosures. The vested accumulated benefit obligation for the pension plan was $ 9, 347, 938 and $ 8, 286,245 at December 31, 2016 and 2015, respectively. Prior service costs as of January 1, 2006, are being amortized on a straight line basis over the expected future working lifetime of active participant at January 1, 2006, estimated to be 24 years. Changes in the projected benefit obligation for the years ended December 31, 2016 and 2015 are as follows: Change in benefit obligation Benefit obligation, beginning of year 8, 825, 162 $ 8, 630, 455 Service cost 336, , 945 Interest cost 423, , 263 Benefits paid 298, 086) 892, 505) Actuarial ( gain) loss 1, 067, , 004 Benefit obligation, end of year 10, 354, 570 $ 8, 825, 162 Changes in the plan assets for the years ended December 31, 2016 and 2015 are as follows: Change in plan assets Fair value of plan assets, beginning of year 4, 859, 877 $ 5, 393, 802 Actual return on plan assets 245, , 990) Employer contributions 338, , 570 Benefits paid 298, 086) 892, 505) Fair value of plan assets, end of year 5, 145, 750 4, 859, 877 Net Liability for pension benefits 5, 208,820 $ 3, 965,285 Pension plan assets are managed and invested in accordance with all applicable requirements, including ERISA and the Internal Revenue Code of 1986, as amended ( Internal Revenue Code). The System' s investment policy covers a diversified mix of assets, including equity and fixed income securities, and private equity. All assets are measured at fair market value level 1 inputs. 16

19 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND PENSION PLAN CONTINUED The System primarily minimizes the risk of large losses through diversification but also monitors and manages other aspects of risk. As of December 31, 2016 and 2015, the System' s pension plan assets had a target mix of 45% equities, 45% debt securities, and 10% real estate. The actual composition of the System' s follows: pension plan assets as of December 31, 2016 and 2015 are as Cash accounts 150, 298 $ 84, 199 Corporate common stocks 2, 189, 538 1, 757, 864 Mutual funds 2, 805, 914 3, 017, 814 Total plan assets 5, 145, 750 $ 4, 859, 877 Components of net periodic pension cost are as follows: Service cost 336, 674 $ 411, 945 Interest cost 423, , 263 Amortization of prior service costs 24, , 537 Amortization of unrecognized loss 172, , 095 Effect of curtailment/ settlement 391, 177 Expected return on assets 298, 348) 332, 513) Net periodic pension cost 658, 810 $ 1, 003, 504 Amounts included in accumulated other comprehensive income at December 31, 2016 and 2015, related to the defined benefit pension plan that have not yet been recognized as components of net periodic pension cost along with the estimated amortization of such amounts for the next fiscal year are as follows: Prior service cost 261, 300 $ 285, 835 Net asset deferred ( gain)/ loss 4, 587, 447 3, 640, 139 Total 4, 848, 747 $ 3, 925, 974 Estimated amortization as net period pension cost in 2017: Prior service cost 24, 535 Net asset deferred ( gain)/ loss 196, 026 Total 220,

20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND PENSION PLAN CONTINUED Future benefit payments reflect expected future service and are estimated based on assumptions used to measure the projected benefit obligation for the pension plan. At December 31, 2016, estimated benefit payments are as follows: Year ending December 31, , , , , , , 419, 560 The System expects to contribute $ 314, 536 to the pension plan during the year ending December 31, The weighted- average rates assumed in the actuarial calculation used to determine both the benefit obligation at December 31, 2016 and 2015, and the net periodic costs for the pension plan are as follows: Discount 4. 25% 4. 50% Increase in IRS compensation 3. 00% 3. 00% Expected long-term return on plan assets 6.00% 6. 00% The System determined the long- term rate of return based on historical asset class returns and current market conditions, taking into account the diversification benefits of investing in multiple asset classes. 8. RETIREMENT PLAN In 2015, the System adopted a defined contribution 401( k) retirement plan. Employees are eligible to participate upon date of hire. Employees may contribute compensation up to the maximum deferral amount allowed by law into the plan. Employer contributions are discretionary. There were no employer contributions to the plan during the years ended December 31, 2016 and

21 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND CONCENTRATION OF CREDIT RISK Financial instruments which potentially subject the System to concentrations of credit risk include temporary cash investments and trade receivables. Concentration of credit risk with respect to trade receivables is limited due to the System' s large number of customers. The System maintains deposits in financial institutions located in Florida and Alabama which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation. The System has not experienced any losses in such accounts, and management believes that its risk is limited because the institutions are large with strong financial positions. At December 31, 2016 and 2015, the System had approximately $ 5, 835, 000 and $ 4, 752, 000 which exceeded the FDIC insured limits. 10. CONTINGENT OBLIGATIONS Lifetime Memberships Some lifetime memberships sold to members of the Club at Hidden Creek included a provision for repayment if the course is closed. This contingent obligation of the System at December 31, 2016 and 2015, was approximately $406, 000 and $ 426, 000, respectively. Loan Guarantee The System is a guarantor of one- third of the outstanding principal on a bank loan and a nonrevolving line of credit for Fairpoint. At December 31, 2016 and 2015, the outstanding principal of these two debts was approximately $ 2, 500, 000 and $ 2,900, 000, respectively. 11. SUBSEQUENT EVENT In January 2017, the Board approved a contract for the Panhandle lift station relocation project for 474, 000. In addition, materials for the project, totaling $ 425,000, were purchased and are not included in the terms of this contract. In April 2017, the System entered into a loan agreement for $ 1, 650, 000 for the Flexnet project. This loan bears interest at 4.2% and is payable in monthly installments of $ 16, 863 through April

22 SUPPLEMENTARY INFORMATION

23 SCHEDULE I CONSOLIDATING SCHEDULE OF BALANCE SHEETS DECEMBER 31, 2016 ASSETS The System The Club MESI Eliminations Consolidated UTILITY PLANT IN SERVICE, NET $ 49, 376, 775 $ 202, 224) $ 49, 174, 551 GOLF COURSE PROPERTY AND EQUIPMENT, NET 2, 866, 875 2, 866, 875 RESTRICTED ASSETS Cash and cash equivalents 1, 773, 846 1, 773, 846 CURRENT ASSETS Cash and cash equivalents 4, 373, , , 072 4, 566, 170 Certificate of deposit 123, , 104 Accounts receivable, net 999, , , 653 1, 115, 836 Note receivable from Fairpoint, current 17, , 489 Inventory 404, , , 651 Deposit in escrow 120, , 000 Prepaid expenses 141, 077 3, , , 232 Due from Club 110, , 877) Due from The System 33, , 035) Total current assets 6, 290, , , , 912) 6, 554, 482 OTHER ASSETS Investment in subsidiary 4, 222, 492 4, 222, 492) Note receivable, net- Fairpoint 135, , 540 Advance to Fairpoint 260, , 700 Utility deposits 11, , 274 Total other assets 4, 629, ( 4, 222, 492) 407, 514 TOTAL ASSETS 62, 070, 664 $ 2, 985, 091 $ 290, 141 $ ( 4, 568, 628) $ 60, 777, 268 See independent auditors' report. 20

24 SCHEDULE I - CONSOLIDATING SCHEDULE OF BALANCE SHEETS- CONTINUED DECEMBER 31, 2016 LIABILITIES AND MEMBERS' EQUITY MEMBERS' EQUITY The System The Club MESI Eliminations Consolidated Donated capital 544, 966 $ 4, 222, 492 $ 4, 222, 492) $ 544, 966 Membership certificates 259, , 170 Contribution in aid of construction, net 36, 584, , 584, 379 Retained earnings ( deficit) 16, 717, 478 1, 821, 541) 252, , 224) 14, 945, 812 Accumulated other comprehensive income ( expense) 4, 848, 747) 4, 848, 747) Total members' equity 49, 257, 246 2, 400, , 099 4, 424, 716) 47, 485, 580 LONG- TERM LIABILITIES Pension obligation 4, 894, 284 4, 894, 284 Long- term debt, net 6, 277, , 913 6, 480, 955 Total long- term liabilities 11, 171, , , 375,239 CURRENT LIABILITIES Payable from Restricted Assets) Current portion of long- term debt 150, , 000 Customer deposits 614, , 603 Accrued interest 43, , 378 Total current liabilities 807, , 981 CURRENT LIABILITIES Payable from Current Assets) Accounts payable 124, , , , 774 Accrued expenses 291, , , , 843 Current portion of pension obligation 314, , 536 Due to Fairpoint 71, , 045 Current portion of long- term debt 72, , 270 Due to MESI 33, , 035) Due to The System 110, , 877) Total current liabilities 834, , , , 912) 1, 108,468 TOTAL LIABILITIES AND MEMBERS' EQUITY 62, 070, 664 $ 2, 985, 091 $ 290, 141 $ ( 4, 568, 628) $ 60, 777, 268 See independent auditors' report. 21

25 SCHEDULE I HOLLEY- NAVARRE WATER SYSTEM, INC. CONSOLIDATING SCHEDULE OF BALANCE SHEETS CONTINUED DECEMBER 31, 2015 ASSETS The System The Club MESI Eliminations Consolidated UTILITY PLANT IN SERVICE, NET 49, 756, 559 $ 126, 985) $ 49, 629, 574 GOLF COURSE PROPERTY AND EQUIPMENT, NET 2, 876, 807 2, 876, 807 RESTRICTED ASSETS Cash and cash equivalents 2, 355,238 2, 355, 238 CURRENT ASSETS Cash and cash equivalents 2, 521, , , 324 2, 730, 064 Certificate of deposit 122, , 792 Accounts receivable, net 746, , , , 564 Note receivable from Fairpoint, net 17, , 489 Inventory 366, , , 132 Prepaid expenses 152, 337 3, , , 001 Due from The System 27, ,618) Due from MESI 134, ,410) Total current assets 4, 061, , , , 028) 4, 270, 042 OTHER ASSETS Investment in subsidiary 4,211, 258 4,211, 258) Note receivable, net- Fairpoint 153, , 029 Advance to Fairpoint 260, , 700 Utility deposits 11, , 149 Total other assets 4, 636, , 211, 258) 424, 878 TOTAL ASSETS 60, 809, 086 $ 2, 989, 101 $ 258, 623 $ ( 4, 500,271) $ 59, 556, 539 See independent auditors' report. 22

26 SCHEDULE I - CONSOLIDATING SCHEDULE OF BALANCE SHEETS- CONTINUED DECEMBER 31, 2015 LIABILITIES AND MEMBERS' EQUITY The System The Club MESI Eliminations Consolidated MEMBERS' EQUITY Donated capital 249, 966 $ 4, 211, 258 $ 4, 211, 258) $ 249, 966 Membership certificates 248, , 120 Contributions in aid of construction, net 35, 980, , 980, 500 Retained earnings ( deficit) 16, 744, 279 1, 551, 356) 119, , 985) 15, 185, 163 Accumulated other comprehensive income ( expenses) 3, 925, 974) 3, 925, 974) Total members' equity 49, 296, 891 2, 659, , 225 4, 338, 243) 47, 737, 775 LONG- TERM LIABILITIES Pension obligation 3, 965, 285 3, 965, 285 Long- term debt, net 6, 415,208 70, 317 6, 485, 525 Total long- term liabilities 10, 380, , , 450, 810 CURRENT LIABILITIES Payable from Restricted Assets) Current portion of long- term debt 145, , 000 Customer deposits 648, , 663 Accrued interest 42, , 862 Total current liabilities 836, , 525 CURRENT LIABILITIES Payable from Current Assets) Accounts payable 179, , , 098 Accrued expenses 60, , 174 4, , 832 Due to Fairpoint 28, , 028 Current portion of long- term debt 117, , 471 Due to MESI 27, , 618) Due to The System 134, , 410) Total current liabilities 295, , , , 028) 531, 429 TOTAL LIABILITIES AND MEMBERS' EQUITY 60, 809, 086 $ 2, 989, 101 $ 258, 623 $ ( 4, 500, 271) $ 59, 556, 539 See independent auditors' report. 23

27 SCHEDULE II CONSOLIDATING SCHEDULE OF OPERATIONS AND COMPREHENSIVE EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2016 The System The Club MESI Eliminations Consolidated REVENUE FROM OPERATIONS Water revenues 4, 542, 852 $ 4, 542, 852 Wastewater revenues 3, 969, 757 3, 969, 757 Taps 796, , 232 Membership dues 168, , 555 Green and cart fees 433, , 596 Merchandising and food sales, net 879, , 120 Engineering service revenues 631, , 339) 310, 834 Total revenues 9, 308, 841 1, 481, , , 339) 11, 100, 946 OPERATING EXPENSES Operating and maintenance 7, 177, 115 1, 929, , , 100) 8, 885, 799 Depreciation and amortization 873, , 566 1, 150, 877 Net periodic pension expense 658, , 810 Total operating expenses 8, 709,236 2, 207, , , 100) 10, 695, 486 INCOME/( LOSS) FROM OPERATIONS 599, , 781) 132, , , 460 OTHER INCOME ( EXPENSES) Interest income 7, 197 7, 197 Interest expense 265, 199) 11, 482) 276, 681) Other, net 368, 406) 467, , 000) 375, 327) Total other income ( expenses) 626, 408) 455, , 000) 644, 811) NET INCOME ( LOSS) 26, 803) 270, 184) 132, , 239) 239, 351) OTHER COMPREHENSIVE INCOME ( LOSS) Prior service cost amortization 24, , 535 Net deferred gain ( loss) 947, 308) 947, 308) Total other comprehensive loss 922, 773) 922, 773) COMPREHENSIVE EARNINGS ( LOSS) $ ( 949, 576) $ ( 270, 184) $ 132, 875 $ ( 75, 239) $ ( 1, 162, 124) See independent auditors' report. 24

28 SCHEDULE II CONSOLIDATING SCHEDULE OF OPERATIONS AND COMPREHENSIVE EARNINGS CONTINUED FOR THE YEAR ENDED DECEMBER 31, 2015 The System The Club MESI Eliminations Consolidated REVENUE FROM OPERATIONS Water revenues 3, 947, 109 $ 3, 947, 109 Wastewater revenues 3, 401, 596 3, 401, 596 Taps 704, , 273 Membership dues 181, , 608 Green and cart fees 371, , 747 Merchandising and food sales, net 813, , 992 Engineering service revenues 568, ,619) 258, 579 Total revenues 8, 052, 978 1, 367, , , 619) 9, 678, 904 OPERATING EXPENSES Operating and maintenance 6, 651, 006 1, 975, , ,015) 8, 359, 544 Depreciation and amortization 826, , 919 1, 091, 655 Net periodic pension expense 1, 003, 504 1, 003, 504 Total operating expenses 8, 481, 246 2, 239, , ,015) 10, 454, 703 INCOME/( LOSS) FROM OPERATIONS 428, 268) 872, 599) 170, , , 799) OTHER INCOME ( EXPENSES) Interest income 62, , 668) 4, 746 nterest expense 267, 102) 68, 827) 57, , 261) Other, net 48, , , 000) 55, 942 Total other expenses 155, 928) 411, , 000) 217, 573) NET INCOME( LOSS) 584, 196) 460, 804) 171, , 604) 993, 372) OTHER COMPREHENSIVE INCOME ( LOSS) Prior service cost amortization 53, , 017 Net deferred gain ( loss) 168, 715) 168, 715) Total other comprehensive income ( loss) 115, 698) 115, 698) COMPREHENSIVE LOSS 699, 894) $ ( 460, 804) $ 171, 232 $ ( 119, 604) $ ( 1, 109, 070) See independent auditors' report. 25

29 SCHEDULE III - CONSOLIDATING SCHEDULE OF OPERATING AND MAINTENANCE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016 The System The Club MESI Eliminations Consolidated Advertising 949 $ 39, 646 $ 68 $ 40, 663 Bad debt expense 17, , 301 Bank fees and merchant charges 47, , , 380 Utilities 42, , , 654 Engineering and professional 96, , , , 352 Equipment rental 4, 567 4, 567 Insurance 222, , , , 993 Legal and accounting 67,498 7, 097 2, , 375 Miscellaneous 22, 934 5, 935 1, , 470 Office expense 212, 833 3, 018 3, , 378 Oil and gas for restaurant 9, 103 9, 103 Charitable donation 8, 750 8, 750 Repairs and maintenance 916, , , 000) 557, 140 Salaries and benefits 3, 623, 016 1, 135, , , 100) 4, 886, 371 Supplies 146, , , 998 Taxes and licenses 11, ,229 1, , 749 Training, conferences and travel 8, 882 8, , 474 Utilities 474, , 266 4, , 046 Vehicle and equipment 101, , 894 7, , 871 Wastewater operation and testing 158, , 240 Water operation and testing 34, , 032 Water purchases 1, 219, 695 1, 219, 695 Reimbursed by Fairpoint 250, 803) 250, 803) TOTAL OPERATING AND MAINTENANCE $ 7, 177, 115 $ 1, 929, 486 $ 498, 298 $ ( 719, 100) $ 8, 885, 799 See independent auditors' report. 26

30 SCHEDULE III - CONSOLIDATING SCHEDULE OF OPERATING AND MAINTENANCE EXPENSES- CONTINUED FOR THE YEAR ENDED DECEMBER 31, 2015 The System The Club MESI Eliminations Consolidated Advertising 2, 724 $ 51, 751 $ 453 $ 54, 928 Bad debt expense 19, , 876 Bank fees and merchant charges 40, , , 003 Computer expenses 53, , , 327 Engineering and professional 131, , , 580 Equipment rental 7, 298 7, 298 Insurance 231, , , , 751 Legal and accounting 53, 608 8, 458 2, , 929 Miscellaneous 19, , 045 1, , 697 Office expense 203, 189 3, 717 2, , 712 Oil and gas for restaurant 14, , 149 Charitable donation 5, 000 5, 000 Repairs and maintenance 863, , , 000) 499, 717 Salaries and benefits 3, 372, 887 1, 151, , , 015) 4, 677, 789 Supplies 168, , , 765 Taxes and licenses 6, , 150 1, , 757 Training, conferences and travel 10, 892 4, , 996 Utilities 501, , 634 4, , 723 Vehicle and equipment 108, , 101 6, , 996 Wastewater operation and testing 116, , 197 Water operation and testing 36, , 965 Water purchases 956, , 499 Reimbursed by Fairpoint 249, 110) 249, 110) TOTAL OPERATING AND MAINTENANCE $ 6, 651, 006 $ 1, 975, 027 $ 397, 526 $ ( 664, 015) $ 8, 359, 544 See independent auditors' report. 27