KEY LARGO OCEAN RESORT CONDOMINIUM ASSOCIATION, INC. FINANCIAL STATEMENTS

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1 FINANCIAL STATEMENTS December 31, 2017 Padron Montoro & Hartney, LLP Certified Public Accountants Southwest 128 Street Miami, Florida (305)

2 FINANCIAL STATEMENTS TABLE OF CONTENTS PAGE Independent Auditors' Report 3-4 Financial Statements Balance Sheet 5 Statement of Revenues and Expenses and Changes in Fund Balance 6 Statement of Cash Flows 7 Statement of Deferred Maintenance and Replacement Fund 8 Notes to Financial Statements 9-14 Supplementary Information: Supplementary Information on Future Major Repairs and Replacements Supplementary Information on Special Assessment Supplementary Information on Special Assessment

3 PADRON MONTORO & HARTNEY, LLP Joseph R. Padron, C.P.A. Certified Public Accountants Joseph Montoro, C.P.A Southwest 128th Street John C. Hartney, C.P.A. Miami, Florida Tel: (305) Fax: (305) To the Board of Directors Key Largo Ocean Resort Condominium, Inc. Key Largo, Florida INDEPENDENT AUDITORS' REPORT We have audited the accompanying balance sheet of Key Largo Ocean Resort Condominium Association, Inc. as of December 31, 2017, and the related statements of revenues, expenses and changes in fund balance, deferred maintenance and replacement fund, and cash flows for the year ended December 31, 2017, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatements, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s 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 Key Largo Ocean Resort Condominium Association, Inc., as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. (Continued) Members: American Institute of Certified Public Accountants and Florida Institute of Certified Public Accountants

4 Board of Directors Key Largo Ocean Resort Condominium, Inc. Disclaimer of Opinion on Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Supplementary Information on Future Major Repairs and Replacements on page 15 be presented to supplement the basic financial statements. Such information, although not a required part of the basic financial statements, is supplementary information required by the Financial Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operation, economic and historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or any other form of assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Report on Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The Schedules of Special Assessment on pages 16 and 17 are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of the Association s management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the 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 financial statements as a whole Padron, Montoro & Hartney, LLP Miami, Florida June 18, 2018 Members: American Institute of Certified Public Accountants and Florida Institute of Certified Public Accountants

5 BALANCE SHEET December 31, 2017 ASSETS Operating Replacement Special Fund Fund Assessment Total Cash $ 240,683 $ 245,749 $ 953,491 $ 1,439,923 Escrow - Marquis Bank , ,513 Assessments receivable - net of allowance for uncollectible accounts of $7,002 and $13,038 respectively 40, , ,323 Accounts receivable - marina rents 10, ,751 Unbilled special assessment - - 3,609,496 3,609,496 Prepaid expenses and other assets 12,793-9,100 21,893 Utility deposits 2, ,688 Due from special assessment fund 826, ,171 Due from replacement fund 41, ,136 Total $ 1,174,807 $ 245,749 $ 4,885,338 $ 6,305,894 LIABILITIES AND FUND BALANCE Accounts payable and accrued expenses $ 81,931 $ - $ 146,667 $ 228,598 Maintenance fees received in advance 16,183-31,390 47,573 Deferred revenue - marina rent 9, ,331 Deferred revenue - special assessment ,764,757 2,764,757 Bank loan payable - - 1,116,353 1,116,353 Due to operating fund , ,171 Due to operating fund - 41,136-41,136 Total 107,445 41,136 4,885,338 5,033,919 FUND BALANCE Contributed capital 1,698, ,698,672 Fund Balance (631,310) 204,613 - (426,697) Total $ 1,174,807 $ 245,749 $ 4,885,338 $ 6,305,894 The notes to financial statements are an integral part of this statement 5

6 STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND BALANCE Operating Replacement Special Fund Fund Assessment Total REVENUES Maintenance assessments $ 376,974 $ 37,792 $ - $ 414,766 Special assessment , ,892 Special assessment ,710,953 1,710,953 Marina slip rental 47, ,018 Interest 1, ,484 Other 4, ,769 Total 430,228 37,809 2,377,845 2,845,882 EXPENSES Audit 4, ,400 Bad debts 5, ,430 Bank fees 3, ,109 Cable TV 3, ,873 Electricity 11, ,328 Income taxes Insurance 60, ,410 Legal and professional fees 18, ,302 Licenses and permits 10, ,796 Landscaping 27, ,305 Management fees 34, ,200 Office supplies and postage 2, ,771 Other 4,476 4,476 Personnel costs 73, ,490 Postage and printing 10, ,764 Rent - storage unit 1, ,025 Repairs and maintenance - other 1, ,470 Reconstruction related expenses - - 2,377,845 2,377,845 Security 184, ,753 Telephone 2, ,109 Water & sewer 13, ,870 Total 473,881-2,377,845 2,851,726 EXCESS (DEFICIT) OF REVENUES OVER EXPENSES (43,653) 37,809 - (5,844) Fund Balance - beginning (587,657) 166,804 - (420,853) Fund Balance - Ending $ (631,310) $ 204,613 $ - $ (426,697) The notes to financial statements are an integral part of this statement 6

7 STATEMENT OF CASH FLOWS EXCESS (DEFICIT) OF REVENUES OVER EXPENSES Operating Replacement Special Fund Fund Assessment Total $ (43,653) $ 37,809 $ - $ (5,844) Adjustments to reconcile excess (deficit) of revenues over expenses to net cash provided by (Increase) decrease in: Assessments receivable (28,283) - 82,738 54,455 Accounts receivable - marina rents (1,506) - - (1,506) Prepaid expenses 4,849 - (9,100) (4,251) Unbilled special assessment - - (3,609,496) (3,609,496) - Increase (decrease) in: - Accounts payable and accrued expenses 65, , ,826 Maintenance fees received in advance 1,660-15,213 16,873 Deferred revenue - marina rent (387) - - (387) Deferred revenue - special assessment (666,892) (666,892) Deferred revenue - special assessment ,764,757 2,764,757 Net cash provided (used) by operating activities (1,968) 37,809 (1,308,306) (1,272,465) Cash flows from investing activities: Cash flows from financing activities: Escrow - Marquis Bank - - (212,513) (212,513) Bank loan payable - - 1,116,353 1,116,353 Interfund transfers (1,002,350) - 1,002,350 - Interfund transfers 8,753 (8,753) - - Net cash provided (used) by financing activities (993,597) (8,753) 1,906, ,840 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (995,565) 29, ,884 (368,625) 1,236, , ,607 1,808,548 $ 240,683 $ 245,749 $ 953,491 $ 1,439,923 Supplemental Disclosure Interest paid $ - $ - $ 19,987 $ 19,987 Income taxes paid $ - $ - $ - $ - The notes to financial statements are an integral part of this statement 7

8 STATEMENT OF DEFERRED MAINTENANCE AND REPLACEMENT FUND Balance Transfers and Transfers and Balance 12/31/2016 Additions Payments Interest 12/31/2017 Marina Building Roof / Paint Recreation Building Improvements Tennis Court Resurfacing Pool Remarcite / Deck Marina facility $ - $ - $ - $ - $ - 164,200 37, ,008 2, , Total $ 166,804 $ 37,792 $ - $ 17 $ 204,613 The notes to financial statements are an integral part of this statement 8

9 NOTES TO FINANCIAL STATEMENTS NOTE A ORGANIZATION (the Association), a Florida not-for-profit corporation, was organized to operate and maintain the common elements of a 285 unit condominium association located in Key Largo, Florida. The common elements include the entry facility, roads inside the community, recreation facilities, green belt areas, and marina areas. Each owner is a member of the Association. The Association was organized January 30, The Association commenced operations in April The Association was formed through a conversion of Key Largo Ocean Resorts Co-Op, Inc. (the Co- Op). The Co-Op consisted of a manufactured housing community. The shareholders in the Co-Op exchanged their shares in the Co-Op for an unimproved lot in the Association. All of the assets, net of liabilities, of the Co-Op were transferred to the Association. The marina facility is for the exclusive use of the members. Except for the marina facility, all structural components of the Co-Op were demolished. The Co-Op approved a special assessment to pay for the cost of demolition and subsequent site development work of the land. The obligation to pay for the special assessment was passed on the Association through the governing documents of the Association. The members will be able to sell their lots or construct residences on them at their expense. NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fund Accounting The Association maintains its accounts using fund balance accounting. Financial resources are classified for accounting and reporting purposes in the following funds established for their specific purpose: Operating Fund The operating fund is used to account for the financial activity used for the general operations of the Association. Disbursements from the operating fund are generally at the discretion of the Board of Directors. Replacement Fund The replacement fund is used to account for the assessments made for major repair and replacement of common property and related expenses. Disbursements from the replacement fund may only be utilized in accordance with Florida Statutes and the purposes established by the Board of Directors and the Association membership. Special Assessment The special assessment fund is used to account for assessments adopted to for a specified expenses. The special assessment is accounted for as deferred revenue during the course of the special assessment projects. Any surplus remaining at the conclusion of the project may be applied to the operating fund or refunded to the members at the discretion of the Board of Directors. See independent auditors' report. 9

10 NOTES TO FINANCIAL STATEMENTS NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Maintenance Assessments Association members are subject to monthly assessments to provide funds for the Association's operating expenses, future capital acquisitions, and major repairs and replacements. Members are assessed their pro rata share of the annual budget and any special assessments according to percentages set forth in the governing documents. Transfers to the replacement fund are to be made each month from the operating fund. Assessments receivable at the balance sheet date represent fees due from unit owners. Assessments receivable at the balance sheet date represent fees due from unit owners. The Association's policy is to retain legal counsel and place liens on the units of members whose assessments are severely delinquent. Any excess assessments at year end are retained by the Association for use in the succeeding year. Capitalization and Depreciation Policy Real and common area property acquired as a result of the dissolution of the Co-Op are not capitalized on the Association's financial statements since they are not saleable by the Association's Board of Directors. Replacement and improvements to the real and common area property are not capitalized for the above reason. Personal property purchased subsequent to the turnover from the developer is capitalized and depreciated over their estimated useful lives using accelerated methods Uncollectible Maintenance Fees An allowance for uncollectible accounts is maintained. The allowance is established through a review of accounts in legal status as of the balance sheet date. Assessments of maintenance fees are written off as against the allowance in the period that foreclosures have concluded, when the loss is determined. Estimates The preparation of 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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates by management include the determination of the adequacy of the allowance for anticipated uncollectability of maintenance assessments. Cash and Cash Equivalents For purposes of the statement of cash flows, the Association considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Interest Income Interest income is allocated to the operating and replacement funds based on the interest earned by the bank accounts designated for use by each fund. See independent auditors' report. 10

11 NOTES TO FINANCIAL STATEMENTS NOTE C CASH The following is a schedule of cash as of December 31, 2017: Replacement Operating Fund Fund Bank Accounts Special Assessment Total Executive National Bank $ 24,620 $ - $ - $ 24,620 Marquis Bank 52, ,742 Executive National Bank - 45,836-45,836 Marquis Bank - 199, ,913 Executive National Bank 163, ,321 Marquis Bank , ,887 Marquis Bank , ,038 Marquis Bank Marquis Bank ,360 30,360 Marquis Bank ,001 20,001 Total $ 240,683 $ 245,749 $ 953,491 $ 1,439,923 NOTE D CONTRIBUTED CAPITAL As a part of the conversion from a cooperative to a condominium, the net assets, not including real property, were transferred to the Condominium and recorded as contributed capital. The amount transferred was $1,698,672. NOTE E INCOME TAX The Association has elected to file its federal income tax return using section 528 of the Internal Revenue Code (IRC) which is designed for homeowner associations. Under this section, the Association is not taxed on income and expenses related to its exempt purpose, which is the acquisition, construction, management, maintenance, and care of Association property. Income from other sources, including interest, net of related expenses, is taxed at normal corporate income tax rates. The Association had an no income tax expense for the year The Association did not incur any penalties and interest on its income taxes during the year It is the Association's belief that they do not have any uncertain tax positions. The IRC provides for the ability to examine income tax returns which had been filed during the most recent three (3) year period. As of the date of the independent auditor's, the Association has not been advised of any pending or upcoming examinations. See independent auditors' report. 11

12 NOTES TO FINANCIAL STATEMENTS NOTE F CONTINGENCIES The Association's insurance policies contain a windstorm deductible in the amount of $12,000 (3% of the insured value) per calendar year. In the event of an occurrence of windstorm damage, the Association may not be able to pay for the deductible portion of a claim from its existing funds. In such an event, the Association may adopt a special assessment to pay for the deductible portion of the claim. NOTE G NOTE H MAJOR REPAIRS AND REPLACEMENTS FUND The Association's governing documents, and Florida Statutes require the Association to accumulate funds for future major repairs and replacements of the common elements whose costs exceed $10,000. The owners may vote to adjust the funding at a meeting held for such a purpose. The Association has adopted a program to accumulate funds for estimated future major repairs and replacement through the annual budget and monthly assessments. The Association determines its replacement funding requirements using estimates prepared by management, based on historical costs and professional experience, and approved by the Board of Directors during the annual budget process. The Association is funding for its future major repairs and replacements based on the component method that takes into consideration: estimates of the remaining useful lives of the components of the replacement fund categories, estimated current replacement costs, and estimated remaining useful lives of each component. The Association has not conducted an independent replacement fund study, to estimate the remaining useful lives and replacement costs of the components of the replacement fund. Accordingly, the current regular assessments and cash in savings may not be sufficient to pay for the replacement costs. Therefore, when replacement funds are needed, the Association has the right to increase the maintenance assessments, pass special assessments or delay replacement until funds are available. As of December 31, 2017, the Association has not allocated any of the funds transferred from the Co- Op as replacement funds. The interest earned in the bank accounts designated for the replacement fund is allocated to each replacement fund category in proportion of their balances at the end of the year. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Association to concentrations of credit risk consist of principally cash in banks. The association maintains its cash balances at two financial institutions. Deposits at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Additionally, the Association has invested funds with Executive National Bank in a demand deposit money market account which allowed it to insure it's cash in excess of the $250,000 FDIC limit. As a result, the Association's cash is fully insured. The cash deposits with Marquis Bank exceed the FDIC limit by $936,145. However, in the event of a bank default any uninsured deposits are able to be credited against any unpaid bank loan balances with the related institution. See independent auditors' report. 12

13 NOTES TO FINANCIAL STATEMENTS NOTE I DEFERRED REVENUE - MARINA RENTAL The Condominium rents its marina slips to its members. The rental period is for three (3) months. The rents are accounted as deferred revenue and recognized as income each month. As of December 31, 2017, the deferred revenue was $9,331. NOTE J DATE OF MANAGEMENT'S REVIEW In preparing the financial statements, the Association's management has evaluated events and transactions for potential recognition or disclosure as of May 25, 2018, which is the date financial statements were available to be issued. As a continuation of the redevelopment of the common elements of the Association, an additional special assessment is being considered. The special assessment being considered is $5.275 million. The meeting to consider the special assessment is expected to be held in June NOTE K REDEVELOPMENT OF COMMON ELEMENTS Upon the conversion from a Co-operative association in 2013, the Association began the process of redeveloping the land and the common elements of the Association. The redevelopment has been financed through a series of special assessments to the members of the Association. The redevelopment process is ongoing, with no set time table for its conclusion. NOTE L SPECIAL ASSESSMENT As a part of the process of converting from a Cooperative to an Association, a special assessment was adopted to pay for the costs of demolition and site development work throughout the community. The total amount of the special assessment was $1.6 million. It was due in 3 installments during The obligation to pay for the special assessment was incorporated into the governing documents of the Association. As per industry standards the special assessment is treated as deferred revenue, and recognized as revenue to the extent of the expenses incurred during the year. As of December 31, 2017, the special assessment was concluded. NOTE M SPECIAL ASSESSMENT At a meeting held October 27, 2016, the Board of Directors and the owners approved a special assessment. The special assessment is for the purpose of continuing the development of the association common elements. The special assessment will total $4.2 million. It is payable is 54 equal monthly payments beginning January In order for the project to continue uninterrupted the Association has obtained a bank loan of up to $4.0 million. The loan proceeds will be disbursed through the 1st 18 months. Beginning with the 19th month the loan will become a fully amortized loan for the next 54 months. The owners were given the a one time option of fully paying their special assessment without the interest component. See page 16. See independent auditors' report. 13

14 NOTES TO FINANCIAL STATEMENTS NOTE N BANK LOAN In April 2017, the Association closed on a bank loan of up to $4 million to allow for the financing necessary to timely conclude the current phase of the redevelopment of the Association common elements. The loan carries an interest rate of 3.9%. The loan proceeds will be disbursed through the 1st 18 months. Beginning with the 19th month the loan will become a fully amortized loan for the next 54 months. The owners were given the a one time option of fully paying their special assessment without the interest component. See Note M. The loan payments (not including interest) due to be paid in the next five years are: 2018 $ $ 1,336, $ 209, $ 1,038, $ 1,180,080 NOTE O HURRICANE IRMA DAMAGES As a result of the passing of Hurricane Irma (Irma) over the South Florida area on September 10, 2017, the Association incurred significant damages to its common elements. The Association has filed a claim to recover funds to repair the damage incurred with its insurance carrier (Builder's Risk policy). The total amount of damage claimed was $2.5 million. In May 2018, the Association received a partial recovery of $143,049 ($316,434 claimed less $173,385 deductible) from the insurance carrier. The remainder of the claim is being pursued with the insurance carrier. In April 2018, the Association filed a law suit against the insurance carrier to recover the remainder of the amounts claimed as damages caused by Irma. As of the date of the independent auditor's report the law suit is ongoing and any final recovery is undetermined. See independent auditors' report. 14

15 SUPPLEMENTARY INFORMATION ON FUTURE MAJOR REPAIRS AND REPLACEMENTS The Association determines its replacement funding requirements using estimates prepared by management, based on historical costs and professional experience, and approved by the Board of Directors during the annual budget process. Component Estimated Remaining Useful Life Estimated Current Replacement Designated for Repairs and Replacements Annual Funding Per Budget Annual Funding Necessary to Fully Fund Major Repairs and Replacements Over the Remaining Useful Lives ( Years) Costs 12/31/ Marina Building Roof / Paint Recreation Building Improvements Tennis Court Resurfacing Pool Remarcite / Deck Marina facility 1 $ - $ - $ - $ , ,008 37,791 23, ,600 2,605-4, , ,000 * * Total $ 290,250 $ 204,613 $ 37,791 $ 43,952 See independent auditors' report. 15

16 SUPPLEMENTARY INFORMATION ON SPECIAL ASSESSMENT ACTIVITY DURING YEAR Budget Total Revenues Special Assessment billed $ 1,642,800 $ 1,642,800 $ - $ 1,642,800 1,642,800 1,642,800-1,642,800 Expenses Bad debt Legal expenses Project expenses 1,642, , ,892 1,642,800 Total expenses 1,642, , ,892 1,642,800 Excess (Deficit) of billings over expenses - 666,892 (666,892) - Deferred revenue - beginning balance - 666,892 - Deferred revenue - ending balance $ 666,892 $ - See independent auditors' report. 16

17 SUPPLEMENTARY INFORMATION ON SPECIAL ASSESSMENT Activity During Year Budget 2017 Total Revenues Special Assessment billed $ 4,496,363 $ 886,866 $ 886,866 Unbilled special assessment Interest reduction on full payments received - 3,609,496 3,609,496 - (20,652) (20,652) 4,496,363 4,475,710 4,475,710 Expenses Development costs 4,000,000 1,626,853 1,626,853 Interest expenses 432,687 19,987 19,987 Commitment fees 10,000 10,000 10,000 Office lots units , Administrative fee 23,085 23,085 23,085 Administrative fee - 15,541 15,541 Other - 15,487 15,487 Total expenses 4,496,363 1,710,953 1,710,953 Excess (Deficit) of billings over expenses - 2,764,757 2,764,757 Deferred revenue - beginning balance - - Deferred revenue - ending balance $ 2,764,757 $ 2,764,757 See independent auditors' report. 17