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EX-32 - EXHIBIT 32 - Yunhong CTI Ltd.ex_108212.htm
EX-31.2 - EXHIBIT 31.2 - Yunhong CTI Ltd.ex_108211.htm
EX-31.1 - EXHIBIT 31.1 - Yunhong CTI Ltd.ex_108210.htm
EX-23.1 - EXHIBIT 23.1 - Yunhong CTI Ltd.ex_108209.htm
EX-10.38 - EXHIBIT 10.38 - Yunhong CTI Ltd.ex_109252.htm
10-K - FORM 10-K - Yunhong CTI Ltd.ctib20171231_10k.htm

EXHIBIT 99

 

Vargas Graf y Cía., S.C.

C o n t a d o r e s  P ú b l i c o s  y  C o n s u l t o r e s

 

 

 

 

 

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

 

INDEPENDENT AUDITOR’S REPORT

AS OF DECEMBER 31 2017 AND 2016

 

 

 

 

 

 

 

 

 

 

 

Santa Rita Nº1110 Col. Chapalita Oriente, Zapopan Jalisco, México C.P. 45040

Teléfonos: +3647-2715, 3647-2732, 36472752 Facsímile: +3647-2728 E-mail vghlbgdl@vinet.com.mx

HLB Vargas Graf y Cía., S.C. is a member of HLB International. A world-wide organization of accounting firms and business advisers

 

1

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

 

 

I N D E X

 

 

 

 

1.-

Independent Auditors’ Report.

 

 

2.-

Balance Sheet.

 

 

3.-

Statement of (Loss) Income.

 

 

4.-

Statements of Changes in Stockholders’ Equity.

 

 

5.-

Statement of Cash Flow.

 

 

6.-

Notes to the financial statements.

 

2

 

 

 

Vargas Graf y Cía., S.C.

C o n t a d o r e s  P ú b l i c o s  y  C o n s u l t o r e s

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Stockholders and Board of Directors of

Flexo Universal, S. de R.L de C.V.

 

We have audited the accompanying balance sheets of Flexo Universal, S de R.L. de C.V. as of December 31 2017 and 2016, and the related statement of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions.

 

We draw attention to Note 2 of the financial statements, which describes the basis of accounting. The financial statements are prepared according to Financial Reporting Standards Applicable Mexico (FRS), which is a basis of accounting other than accounting principles generally accepted in the United States of America. Our opinions are not modified with respect to this matter.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Flexo Universal, S. de R.L. de C.V., as of December 31 2017 and 2016 and the results of their operations and their cash flows for the years then ended, in conformity with the basis of accounting described above.

 

HLB Vargas Graf y Cía., S.C

Zapopan, Jalisco, México C. Cp, 45040

 

 

C.P.C. Antonio Vargas Aceves

Certified Public Accountant

Partner

 

March 10, 2018

 

 

Santa Rita Nº1110 Col. Chapalita Oriente, Zapopan Jalisco, México C.P. 45040

Teléfonos: +3647-2715, 3647-2732, 36472752 Facsímile: +3647-2728 E-mail vghlbgdl@vinet.com.mx

HLB Vargas Graf y Cía., S.C. is a member of HLB International. A world-wide organization of accounting firms and business advisers

 

3

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

BALANCE SHEET AS OF DECEMBER 31, 2017 AND 2016

( In Mexican pesos )

(Notes 1 & 2)

 

   

2017

   

2016

 

CURRENT ASSETS:

               
                 

Cash and cash equivalents

  $ 2,003,060     $ 2,547,910  

Accounts receivables

    54,676,979       50,151,684  

Other accounts receivables (Note 3)

    14,217,622       7,342,727  

Related parties (Note 4)

    8,449,815       24,194,424  

Inventories (Note 5)

    91,057,607       81,369,237  

Total current assets

    170,405,083       165,605,982  
                 

NON CURRENT ASSETS:

               
                 

Machinery and equipment (Note 6)

    8,720,226       5,177,005  

Warranty deposits

    5,606,407       7,553,011  

Other assets

    603,854       1,427,526  

Deferred income tax (Note 14)

    240,032       370,828  

Other deferred assets (Note 10 )

    4,724,583       6,679,583  

Total non current assets

    19,895,102       21,207,953  
                 

TOTAL ASSETS

  $ 190,300,185     $ 186,813,935  
                 

CURRENT LIABILITIES

               
                 

Accounts payable to suppliers, accrued expenses and other accounts payable (Note 7)

  $ 47,737,049     $ 47,588,267  

ISR payable

    759,831       636,463  

PTU reserve

    -       62,641  

Current portion of long term liabilities to related parties (Note 8)

    12,350,881       12,609,416  

Total current liabilities

    60,847,761       60,896,787  
                 

LONG TERM LIABILITIES

               
                 

Long term liabilities to related parties (Note 8)

    801,461       969,916  

Total long term liabilities

    801,461       969,916  
                 

DEFERRED LIABILITIES

               

Deferred Sales (Note 10 )

    8,333,333       11,781,609  

TOTAL LIABILITIES

    69,982,555       73,648,312  
                 

STOCKHOLDERS' EQUITY

               
                 

Capital stock (Note 11 )

    47,410,945       47,410,945  

Legal Reserve

    3,469,959       3,070,607  

Accumulated results

    62,284,719       54,697,026  

Period's net (loss) profit

    7,152,007       7,987,045  

TOTAL STOCKHOLDERS' EQUITY

    120,317,630       113,165,623  
                 

Contingencies (Note 13)

    -       -  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUTIY

  $ 190,300,185     $ 186,813,935  

 

The enclosed notes are an integral part of these financial statements

 

4

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

STATEMENT OF OPERATIONS FOR THE YEARS ENDED

DECEMBER 31, 2017 AND 2016

( In Mexican pesos )

 

   

2017

   

2016

 
                 

Net sales

  $ 194,580,035     $ 171,958,227  

Cost of products sold

    (158,759,837 )     (136,572,984 )

GROSS PROFIT

    35,820,198       35,385,243  
                 

Operating expenses

               

Administration and sales expenses

    (23,792,888 )     (21,625,400 )

Other income, (expenses) - net

    432,950       (162,252 )
      (23,359,938 )     (21,787,652 )
                 

OPERATION NET PROFIT

    12,460,260       13,597,591  
                 

INTEGRAL FINANCING RESULTS

               

Exchange rate fluctuations - net

    (517 )     2,294,504  

interest - net

    (2,032,237 )     (1,446,363 )
      (2,032,754 )     848,141  
                 

PROFIT BEFORE INCOME TAXES AND EPS

    10,427,506       14,445,732  
                 
                 

Income tax

    (3,144,703 )     (6,062,120 )

Deferred income tax

    (130,796 )     (396,567 )
      (3,275,499 )     (6,458,687 )
                 

NET PROFIT

  $ 7,152,007     $ 7,987,045  

 

The accompanying notes are an integral part of these financial statements

 

5

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

( In Mexican pesos )

 

   

2017

   

2016

 
                 

CAPITAL STOCK

               
                 

Initial and final period balance

    47,410,945       47,410,945  
                 

LEGAL RESERVE

               
                 

Initial period balance

    3,070,607       2,199,375  

Transfer from accumulated results (Note 12)

    399,352       871,232  

Final period balance

    3,469,959       3,070,607  
                 

ACCUMULATED RESULTS

               
                 

Initial period balance

    54,697,026       38,143,641  

Transfer from net profit (loss)

    7,987,045       17,424,617  

Transfer of 5% over profit period 2012, to legal reserve

    (399,352 )     (871,232 )
                 

Final period balance

    62,284,719       54,697,026  
                 

NET PROFIT (LOSS)

               
                 

Initial period balance

    7,987,045       17,424,615  

Transfer to accumulated results

    (7,987,045 )     (17,424,615 )

Net profit

    7,152,007       7,987,045  

Final period balance

    7,152,007       7,987,045  
                 

TOTAL

  $ 120,317,630     $ 113,165,623  

 

The accompanying notes are an integral part of these financial statements

 

6

 

 

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

CASH FLOW STATEMENT

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

( In Mexican pesos )

 

   

2017

   

2016

 

OPERATING ACTIVITIES:

               
                 

Net profit

  $ 7,152,007     $ 7,987,045  
                 

Items related with investment activities

               

Depreciation

    1,672,849       1,685,901  

Items related with financing activities

               

Interest

    2,032,237       1,446,363  
      10,857,093       11,119,309  
                 

Trade debtors and other receivables (increase) decrease

    4,344,419       1,895,469  

Inventories increase

    (9,688,370 )     (23,261,657 )

Other assets (increase) decrease

    4,856,072       (10,803,331 )

Assets, Liabilities to related parties increase (decrease)

    (258,535 )     565,134  

Suppliers and other liabilities (decrease) increase

    86,141       10,759,659  

Deferred Sales

    (3,448,276 )     11,781,609  

Taxes paid

    123,366       3,136  
                 

Net cash flow from financial activities

    6,871,910       2,059,328  
                 

INVESTING ACTIVITIES:

               
                 

Machinery and equipment acquisition (net)

    (5,216,070 )     (287,950 )
                 
      (5,216,070 )     (287,950 )

FINANCING ACTIVITIES:

               
                 

Long term liabilities to related parties

    (168,455 )     (149,865 )

Paid interest

    (2,032,237 )     (1,446,363 )
      (2,200,692 )     (1,596,228 )
                 

INCREASE IN CASH AND CASH EQUIVALENTS

  $ (544,852 )   $ 175,150  
                 
                 

Cash and cash equivalents at beginning of year

  $ 2,547,910     $ 2,372,760  

Cash and cash equivalents at end of year

  $ 2,003,058     $ 2,547,910  

 

The accompanying notes are an integral part of these financial statements

 

7

 

 

NOTES TO FINACIAL STATEMENTS

FLEXO UNIVERSAL, S. DE R.L. DE C.V.

As of December 31st, 2017 and 2016

In Mexican pesos.

 

NOTE 1 – COMPANY DESCRIPTION:

 

Flexo Universal S. de R.L. de C.V., (FLEXO) was constituted on 2002. Subsidiary of CTI Industries INC, a North American company that owns 99.8269% of its capital stock.

 

Its main activity is the production of latex and mylar balloons; this operation is performed under the shelter of its parent company that finances its operations.

 

On August 28, 2015 by unanimous vote of shareholders, Flexo Universal was transformed to a Limited Liability Company with Variable Capital (S de RL de CV).

 

NOTE 2 – MAIN ACCOUNTING POLICIES

 

 

a.

Basis for presentation

 

The significant accounting policies adopted by the company are in accordance with the Financial Reporting Standards in Mexico (FRS) and Interpretations to the Financial Reporting Standards (IFRS).

 

Those Standards (FRS), may differ from accounting principles generally accepted in the United States of America (US GAAP). However, under an analysis of similarities, convergences and important differences between the two standards with respect to the operations recorded that generate the financial information of the Company, we can conclude that there are no differences that could lead to material adjustments and alter that information

 

 

b.

Estimates and assumptions

 

The preparation of financial statements in accordance with Mexican financial reporting standards requires the company's management to make certain estimates and provisions that may affect the value of some assets and liabilities at the date of the balance sheet, as well as the value and measurement of revenues, costs and expenses during the reported period. Even if the final result of these estimates and provisions may differ from the calculated, management believes that those were appropriate used to the circumstances.

 

 

c.

Monetary unit

 

Per Mexican laws, Financial Statements are prepared in Mexican pesos ($).

 

 

d.

Cash and equivalents

 

Mainly represented by deposits in bank accounts.

 

 

e.

Accounts receivable and estimation for allowance for doubtful accounts

 

Represent collection right originated from inventory sales. Accounts in foreign currency are valuated at the year closing exchange rate.

 

Estimates for doubtful collection accounts represent the inherent probable loss of all receivables due to the behaviour of historic tendencies of the accounts receivable. Since 2009 the company has issued a provision to absorb the uncollectible accounts.

 

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f.

Inventories

 

Inventories of finished goods, production in process and raw materials, are recorded at its historic acquisition and production cost using the absorbing cost system. The acquisition cost includes all associated expenses to get the inventories ready to be sold. Inventories are valued at the average cost method net from the estimates which does not exceed their realization value.

 

 

g.

Machinery and equipment

 

Fixed Assets acquired from the fusion, were recorded at the historic cost of the absorbed company, adding the difference from the valuation determined by an independent appraiser on 17th, 1996. Fixed assets acquisitions after the fusion are recorded at its acquisition cost.

 

Acquisition costs include all associated expenses to get the fixed assets ready to be used.

 

Depreciation is computed by the straight-line method, beginning the year in which assets are used, and according to the following rates:

 

   

Rates %

 

Leasehold improvements

    10.00  

Molds

    20.00  

Computer equipment

    30.00  

Machinery and office equipment

    10.00  

Tools and medical equipment

    35.00  

Transport equipment

    25.00  

Forklift

    25.00  

 

 

 

h.

Long lived assets evaluation

 

Impairment of long term assets – As of January 1°, 2004 The C-15 Bulletin “Impairment in the value of long lasting assets and its disposal” became effective. This bulletin requires that companies evaluate the effect of impairment in long lasting assets in use. In opinion of the Company’s management, there are no traces of impairment that could have an effect in the results, in accordance with the Bulletin.

 

 

i.

Income tax

 

The current income tax is determined according to current tax legislation. The deferred income tax is recorded in accordance with the asset and liability method, which compares its accounting and tax values of them. Deferred tax are recognized (assets and liabilities) for future tax consequences attributable to temporary differences between the values reflected in the financial statements of existing assets and liabilities and their respective tax bases, and for tax loss carry forwards and tax credits not used. The assets and liabilities of deferred tax are calculated using the rates established in the law that will be applied to taxable income in years when it is estimated that the temporary differences will reverse. The effect of changes in tax rates on deferred taxes is recognized in the results of the period in which those changes are approved. The deferred tax asset is recorded only when there is a high probability of recovery. As of January 1°, 2008 this FRS was modified. The main changes are:

 

 

Caused and deferred Employee Profit Sharing (PTU).- This is now considered an ordinary expense based on the benefits to employees. That is the reason why it is now classified in the results statement in other income and expenses.

 

9

 

 

 

Cumulative Effect of Income Tax -- The previous bulletin stated that this component will be presented separately in equity. The change consists to reclassify this concept to cumulative results.

 

 

j.

Liabilities

 

The Company applies the dispositions of FRS C-9 “Liabilities, provisions, contingent assets and liabilities and commitments”. Bulletin C-9 establishes the valuation, presentation and disclosure, general rules of liabilities provisions, contingent assets and liabilities.

 

 

k.

Labor liabilities

 

As of February 2014, the Company’s management decided to outsource payroll services through the figure "Outsourcing".

 

 

l.

Recognition of revenue

 

Revenue is recognized in the period in which the risks and benefits of inventory are transferred to customers who acquire them, which generally occurs when these inventories are delivered and the corresponding invoice is prepared

 

 

m.

Foreign currency operations

 

Foreign currency operations are accounted at the exchange rate of the day of their occurrence. Assets and liabilities in foreign currency are registered in Mexican pesos at the exchange rate published by the Central Bank (Banco de Mexico) at the date of the financial statements. Exchange rate differences in assets and liabilities in foreign currency are registered in the year’s result.

 

 

n.

Leasing

 

The company classifies as operating leases the operations where the use or possession of the leased assets is granted without assuming the risks or benefits of such assets. These rents are applied to the results in the period of the lease. Variable rents are applied to results as they are accrued.

 

 

o.

Income statement

 

Income statements are classified by its operative activities. According to the company’s opinion; this classification allows evaluating the result of its operations identifying the cost of goods sold and administrative and sales expenses.

 

 

p.

Integral Financial Result (RIF)

 

The RIF includes net accrued interests, exchange rate profit (loss), monetary position gain (loss) and derivate financial instruments profit (loss).

 

Exchange rate profit (loss) originated by transactions in foreign currency, is the result of exchange rates fluctuations at the date of the operation registry, at the date of realization or at the period end valuation.

 

10

 

 

NOTE 3 – OTHER ACCOUNTS RECEIVABLE

 

As of December 31st, 2017 and 2016, the other accounts receivable are integrated as follows:

 

   

2017

   

2016

 
                 

Sundry debtors

  $ -     $ 728,913  

Other Collective taxes

    5,016,275       1,067,014  

Creditable VAT

    9,201,347       5,546,801  
    $ 14,217,622     $ 7,342,728  

 

NOTE 4 – RELATED PARTIES

 

Following a summary of the operations with related parties which originate the balances with related parties as of December 31st, 2017 and 2016 is presented:

 

   

2017

   

2016

 

Goods Sold:

               

CTI Industries Corporation

  $ 17,409,694     $ 18,598,078  

CtTI Balloons Limited

    1,845,589       11,227,994  

CTI Europe BMBH

    442,895       289,646  
                 

Inventory Purchases:

               

CTI Industries Corporation

  $ 9,593,816     $ 8,356,587  
                 
                 

Interest paid

               

CTI Industries Corporation

  $ 269,287     $ 268,012  

 

Accounts receivable and (payable) to related parties are:

 

   

Receivable- (Payable)

 
   

Net balances

 
   

2017

   

2016

 

CTI Industries Corporation

  $ 8,850,467     $ 15,801,426  

Pablo Gortazar de Oyarzabal

    (102,946 )     258  

CTI Balloons Limited

    1,170,672       9,588,450  

CTI Europe GMBH

    -       353,360  

Venture Leasing, S. de R.L. de C.V.

    (1,468,378 )     (1,549,071 )
    $ 8,449,815     $ 24,194,424  

 

For the year 2017 the company has with transfer pricing study for transactions with related parties where such operations must be comparable to those used in/or arm's-length transactions.

 

NOTE 5 – INVENTORIES

 

The balance of this account is integrated as follows:

 

   

2017

   

2016

 

Finished goods

  $ 76,599,997     $ 67,776,881  

Packing material

    4,480,841       2,974,084  

Production in process

    3,018,840       4,401,300  

Raw materials

    6,957,929       6,216,972  
    $ 91,057,607     $ 81,369,237  

 

11

 

 

NOTE 6 – MACHINERY AND EQUIPMENT

 

This item is analysed follows:

 

   

2017

   

2016

 

Machinery

  $ 27,668,134     $ 26,233,044  

Leasehold improvements

    3,003,934       3,003,934  

Molds

    5,678,140       5,678,140  

Computer equipment and softwere

    1,016,014       896,000  

Transport equipment

    297,273       297,273  

Furniture and office equipment

    547,984       547,984  
      3,686,573       -  
      41,898,052       36,656,375  

Depreciations and amortizations

    (33,177,826 )     (31,479,370 )

Total Machinery and equipment

  $ 8,720,226     $ 5,177,005  

 

The depreciation and amortization methods and the annual rates are stated in note 2g. The charge to results amounted $1’672,849. and $1,685,901. for the periods ended on December 31st, 2017 and 2016 respectively.

 

Leasehold agreement

 

The company celebrated a leasehold agreement with Cuauhtemoc Inmobiliaria S.A. de C.V., for the building and facilities where it is located, both plant and administrative offices. This agreement establishes that the term of the leasehold is of mandatory 5 years. This agreement takes place since March 1st, 2017 and ends on February 28th, 2022.

 

The charge to results amounted $5’544,473. and $5,037,536. for the years ended on December 31st, 2017 and 2016 respectively.

 

 

NOTE 7 – OTHER ACCOUNTS PAYABLE

 

 

Some items presented in the Balance Sheet are analysed as follows, as of December 31st.

 

   

2017

   

2016

 

Accounts payable to suppliers, accrued expenses and other accounts payable:

               

Suppliers

  $ 39,519,686     $ 42,733,682  

Sundry creditors

    7,240,759       4,253,689  

Rated reserves

    940,631       539,862  

Taxes payable

    35,973       61,033  
                 
    $ 47,737,049     $ 47,588,267  

 

12

 

 

NOTE 8 – LONG TERM LIABILITIES TO RELATED PARTIES

 

   

2017

   

2016

 
CTI Industries                

 

               

Term promissory note

               

The note issued in favor of CTI Industries Corporation that redocuments the amounts that Flexo Universal, S. de R.L., of C.V., owed on December 31, 2013 to CTI Industries Corporation, which includes $ 68,669. US dollars for principal and interest accrued $ 502,545. as of December 31, 2013 and $ 516,827 as of December 31, 2014. Such document will be payable as of March 31, 2014 and subsequently on the first day of each calendar quarter until the debt is fully settled. The stipulated interest rate is 2.5% per annum, in case of default, a rate of 8% per annum will be established at the creditor's discretion.

    12,401,139       12,661,926  

Current portion of long term liabilities

    (12,401,139 )     (12,661,926 )
                 

Loans current account 2014

               
                 
Undocumented loans current account totaling $ 55.817 US dollars, without interest and agreed term     1,101,571       1,150,913  

Current portion of long term liabilities

    (1,101,571 )     (1,150,913 )
                 

Loans current account 2015

               

 

 
Undocumented loans current account totaling $ 39,000. US dollars, without interest and agreed term     769,681       804,157  

Current portion of long term liabilities

    (769,681 )     (804,157 )
                 

Loans current account 2016

               
                 
Undocumented loans current account totaling $ 97,363. US dollars, without interest and agreed term     (1,921,510 )     (2,007,579 )

Current portion of long term liabilities

    1,921,510       2,007,579  
                 

Pablo Gortazar

               
                 
Loan made by PABLO GORTAZAR to liquidate CTF INTERNATIONAL's financing amounted $980,704 Mexican Pesos.     801,461       969,916  
Loan made by PABLO GORTAZAR to liquidate CREDIT UNION's fiancincing amounted $776,070 Mexican pesos, with an interest annual rate LIBOR +.25 points                
      13,152,342       13,579,333  

Total long term liabilities to related parties

    (12,350,881 )     (12,609,417 )

Total current portion of long term liabilities

  $ 801,461     $ 969,916  

 

 

NOTE 9 – POSITION AND TRANSACTION IN FOREING CURRENCY

 

As of December 31st, 2017 and 2016, the company had rights and (obligations) in foreign currency as follows:

   

US Dollars

 
   

2017

   

2016

 

Assets

  $ 1,492,747     $ 2,094,585  

Liabilities

    (1,807,644 )     (1,785,669 )
                 
Excess of assets over (liabilities), assets in foreign currency   $ (314,897 )   $ 308,916  

 

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Assets where translated and adjusted using the exchange rate $ 19.7354 and $ 20.6194 pesos per US dollar, as of December 31st, 2017 and 2016 respectively. As of march 08 the exchange rate is $18.7922 pesos per dollar.

 

 

NOTE 10 – DEFERRED ASSETS AND LIABILITIES

 

In June 3rd, 2016 Flexo Universal, S. de R.L. de C.V., sold a latex machine to Unifin Financiera SAB de CV SOFOM de ENR in $13´793,103.45 MXN pesos plus VAT. It is cost of sales was $7,500,000.00 MXN pesos.

 

Unifin leases the same machine to Flexo. The term of the leasing agreement is 4 years, becoming effective on July, 2016 and concluding on June, 2020.

 

The profit generated in this transaction was deferred according to the terms of the leasing agreement in 48 months since June, 2016. Monthly amounts are:

 

Income

  $ 287,356.32  

Cost of sale

  $ 156,250.00  

Profit

  $ 131,106.32  

 

During fiscal year 2017 and 2016, twelve and seven months were recognized respectively in the results of those years, with the following balances as of December 31, 2017 to be applied to income and future costs:

 

 

   

Income deferred

   

Cost deferred

   

Profit deferred

 
                         

Initial balance

    13,793,103.45       - 7,500,000.00       6,293,103.45  

Applied in 2016

    - 2,011,494.25       1,093,750.00       - 917,744.25  

Applied in 2017

    - 3,448,275.84       1,875,000.00       - 1,573,275.84  

Final balance

    8,333,333.36       - 4,531,250.00       3,802,083.36  

 

 

NOTE 11 – CONTRIBUTED CAPITAL

 

The company’s capital stock integrated as follows as of December 31st, 2017 and 2016:

 

   

2017

   

2016

 

Fixed capital stock

  $ 50,000     $ 50,000  

Variable capital stock

    47,360,945       47,360,945  
                 

Total capital stock

  $ 47,410,945     $ 47,410,945  

 

The company’s capital stock is variable, with a fixed minimum of $50,000 without the possibility of retirement. The variable part has not limit.

 

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Until August 31, 2015, the share capital was represented by common, nominative shares since the transformation of society in a Limited Liability Company with Variable Capital (1 September 2015). The capital is represented by Social Parties integrated and valued as follows:

 

Social Parties

 

Class I

   

Class II

 

Number of parts

   

Value

   

Number of parts

   

Value

 
                           
1     $ 49,999       1     $ 47,278,870  
1       1       1       61,154  
                1       20,921  
2     $ 50,000       3     $ 47,360,945  

 

NOTE 12 – EARNED (LOSS) SURPLUS:

 

Legal reserve

 

According to the General Law of Mercantile Societies, 5% of the fiscal year’s net profits should be kept to form the legal reserve until it     reaches 20% of the capital stock. The legal reserve may be capitalized but not distributed unless the society is dissolved, and must be replenished when it decreases for any reason.

 

 

NOTE 13 – CONTINGENCIES:

 

Transfer pricing. - For related party transactions, tax differences could arise if the tax authority when reviewing such operations considers that the prices and amounts used by the company are not comparable to those used with or between independent parties in comparable operations.

 

Review by the tax authorities.- According to current tax legislation, the authorities are entitled to examine up to five fiscal years prior to the last income tax return submitted.

 

 

NOTE 14- INCOME TAX (IT), CORPORATE FLAT TAX RATE :

 

Cost (benefit) of the tax applied to result is integrated as follows:

 

   

2017

   

2016

 

ISR payable

  $ 3,144,703     $ 6,062,120  

Deferred ISR

    130,796       396,567  

Net

  $ 3,275,499     $ 6,458,687  

 

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a.

IT.-The main differences between the accounting profit and the tax result are:

 

   

2017

   

2016

 

Net (Loss) profit

  $ 7,152,007     $ 6,191,227  

Plus (minus)

               
Excess of accounting depreciation net over the fiscal depreciation     263,217       584,886  
Excess of accounting deductions net over the fiscal deductions     3,067,118       13,430,955  

Fiscal (loss) profit

    10,482,342       20,207,068  

Minus employee profit sharing (PTU) paid in 2015 and 2014

    -       -  

Tax basis to IT

    10,482,342       20,207,068  

Rate

    0.30       0.30  

IT payable (ISR)

  $ 3,144,703     $ 6,062,120  

 

As December 31st, 2017 and 2016 temporary differences and fiscal losses carry forward recognized by the company on the deferred IT calculations are:

 

   

2017

   

2016

 

Year effect calculation:

               

Deferred expenses

  $ 4,475,836     $ 7,863,805  

Guarranty deposits

    2,586,210       3,620,690  

Net machinary and equipment

    471,182       (876,337 )

Deferred liabilities

    (8,333,334 )     (11,781,609 )

Liabilities

    -       (62,641 )

Base

    (800,106 )     (1,236,092 )

Tax Rate

    0.30       0.30  
      (240,032 )     (370,828 )

Recognized

    (370,828 )     (767,395 )

Complement

  $ 130,796       396,567  

 

NOTE 15 - NEW ACCOUNTING PRONOUNCEMENTS.

 

The Mexican Council for Research and Development of Financial Reporting Standards (CINIF), an independent body in charge of the development of the Mexican Accounting Standards, has made public the submission of the following FRS (Financial Reporting Standards) listed below:

 

Standards and Interpretation of Standards 2018

 

 

Improvements to FRS 2018

 

Clarifications to FRS D-1, Revenues from contracts with Clients

 

Clarifications to FRS D-2, Costs from contracts with Clients

 

The clarifications will be effective as of January 1, 2018, as part of the indicated standards.

 

Standards on following years

 

 

D-5, Leasings

 

This FRS, will become effective on January 1°, 2019, allowing its advanced application in the terms established in each FRS.

 

Is important to note that the use of FRS increases the quality of the financial information contained in the financial statements, thus ensuring their greater acceptance, not only nationally, but also internationally.

 

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NOTE 16 -.APPROVAL OF THE ISSUANCE OF THE FINANCIAL STATEMENTS.

 

The financial statements were authorized for issue, by Pablo Gortazar de Oyarzabal, General Manager and Legal Representative, and subject to the approval of the general assembly of partners of the Company who may decide its modification in accordance with the provisions of the General Law of Commercial Societies.

 

 

The accompanying explanatory notes are an integral part of the financial statements.

 

 

 

Flexo Universal, S. de R.L. de C.V.

 

 

 

_____________________________

Lic. Pablo Gortazar de Oyarzabal

Legal Representative

 

 

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