Waterland Private Equity Fund Iv C.V. - PDF

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					Bio Methanol Chemie Nederland BV




                                   1
CoNteNts

Report of the Managing Board 3
Managing Board Letter 4

Visual overview 9

Financial 19
Balance sheet 20
Profit and loss account 21
Cash flow statement 22
Notes to the financial statements 23
Specification fixes assets 26
Balance sheet specification 27
Profit and loss account specification 29

supplementary Information 31
Auditor’s report 32
Profit allocations 33




                                           1
    MaNagINg BoaRd LetteR




2                           3
    MaNagINg BoaRd LetteR                                                                                   Market                                             mitigate price risks. The change to biomass will
    BIo MethaNoL CheMIe                                                                                     The focus was on sustaining the market             decrease our dependency on natural gas.
    NedeRLaNd BV (BIoMCN BV)                                                                                position for grey methanol, which we built in      During 2009 we started contracting substantial
                                                                                                            2007 and 2008 as to keep presence and              volumes of crude glycerine in order to ascertain
    The third full year of existence of Bio Methanol    In December the Dutch Parliament                    visibility in the methanol market. The methanol    continuous supply for 2009 and part of 2010
    Chemie Nederland BV (BioMCN BV) was an              implemented the so called European RED              market developed along the global generic          while at the same time managing price risks and
    inspiring and successful year, especially in view   (Renewable Energy Directive) in which our           economic conditions which showed a big             supplier dependency.
    of its transition of becoming the world’s leading   process based on crude glycerine is specifically    downward trend on the demand side in 2009.
    2nd generation bio-fuel producer.                   mentioned as being a second generation Bio          At the same time pricing of natural gas more       Research & development
                                                        Fuel Process. This specific Dutch legislation has   than followed the same price drop as crude oil     R&D activities were concentrated to further
    Focus was fully on obtaining the proof of           effect as per January first 2009 and deals with     with a deep hit in the course of Q4 2009,          improve the bio-methanol technology and
    principle of the technology to produce bio-         stipulations with respect to double counting        thereby partially offsetting the negative effect   production both on lab scale as well as on pilot
    methanol on a commercial scale, while               procedures amongst others.                          of the methanol price decline.                     plant scale. The pilot plant remains available for
    maintaining the existing grey methanol business     The Sales was at a level of 53.7 Mln € with a net                                                      such trials during production. Development was
    and the related investment in and construction      loss of 21.4 Mln €. Figures for 2008 were a         The global methanol market is believed to be       focussed on improving the performance of the
    of the commercial bio-methanol plant. In that       sales of 84.7 Mln € and a net loss of 12.9 Mln €.   around 35,000 – 38,000 Kt of which some            catalyst and improving process conditions in
    respect 2009 was the year of realizing the          Net Cash flow (including 51.8 Mln € funding         20 – 25% is sold in Europe. In the long term       order to minimize carbon formation on the
    change from grey methanol production to the         activities) was 0.1 Mln € compared to               the world market is expected to grow with 3%       catalysts. Also a regeneration procedure to
    production of Bio-Methanol.                         –/– 12.7 Mln € in 2008.                             on an annual basis, especially in the Far East/    remove carbon from the catalyst was
                                                                                                            Asia with European markets remaining               successfully developed and implemented.
    Unfortunately we faced cash difficulties at our     Driven by the high gas prices in the beginning      constant. Business focus was mainly on Europe      We will proceed with R&D programs in 2010
    major shareholder (Econcern) in the beginning       of 2009 next to the technical adjustments and       as the primary market for BioMCN.                  in this field.
    of the year forcing us to start a refinancing       investments in the methanol production unit,
    trajectory in February and March 2009. We are       we followed a buy strategy for grey methanol        We did focus on discussions with the relevant      Capital expenditures and subsidies
    proud to have Waterland Private Equity              for the first half year 2009. Sales volume Grey     market parties on the value and sales              Capital expenditures in 2009 were around
    Investments (www.waterland.nu) on board as          Methanol in 2009 was 305 Kt versus 256 Kt in        possibilities of green methanol and we are         24 Mln €, the majority was spent on the
    our leading shareholder in Bio Methanol             2008 as a consequence of that same strategy.        confident that the business case can be            construction of the commercial bio-methanol
    Chemie Holding II BV (BMCH II BV), the new                                                              implemented successfully.                          plant (including interest during construction).
    Holding Company holding 100% of the shares          We did setup a certificate system based on                                                             Total investment amount for changing to green
    in BioMCN BV.                                       mass balance for Green Certificates of Origin.      We continued discussions with relevant             technology for 2 methanol production lines will
                                                        The system was audited and approved by Ernst        governmental and auditing bodies in order to       exceed 100 Mln €. We expect to invest the
    We did successfully start up our commercial         & Young. Next to that BioMCN was co-founder         come to a so called green certificates system in   next 15% of that amount in 2010.
    green methanol plant (capacity 200 Kt which is      of BiofuelGO (www.biofuelgo.com), a book            order to capture the green value of the            We applied for several subsidy rules and we
    50% of the capacity of one Methanol                 and claim based Green Certificate System            methanol in the (bio-)fuel chain and thus          were rewarded with EOS Demo and IBB-
    production line) in the course of the third         aimed at a uniform European system for              mitigate the price risk on grey methanol.          subsidies. Total investment subsidies were
    quarter of 2009, generating an output of            trading bio fuel certificates. The Green                                                               granted for an amount of 8.2 Mln €. We
    around 25 Kt bio-methanol in 2009. The total        Certificate System is not formally approved yet     Feedstock                                          received a first amount of 2.0 Mln € in 2009,
    existing production capacity contains 2             by the European legislative bodies.                 Commercial production and sales in 2009 were       which is booked separately as negative amount
    methanol plants with each 400 Kt production                                                             still primarily based on conversion of natural     in the fixed assets. Total subsidy scheme is
    capacity. One plant is actually running on 50%                                                          gas, besides the small volume we produced          rather low compared to SDE-subsidies on the
    Green capacity which is according to plan.                                                              based on crude glycerine as feedstock.             green electricity and green gas grid, as such the
                                                                                                            We were able to adjust our sourcing strategy in    playing field in renewable energy is not equal.
                                                                                                            order to minimize price-risks both on gas and      We agreed to outsource our logistics (methanol
                                                                                                            methanol by a make or buy strategy. Although       storage and handling) to a third party.
                                                                                                            part of the natural gas feedstock will be          The total sales transaction generated some
                                                                                                            substituted by biogas based on biomass (crude      2.2 Mln € other results (after deducting
                                                                                                            glycerine), natural gas will remain an important   0.35 Mln € remaining book value).
                                                                                                            cost driver in our business in the next years.
                                                                                                            Much effort and management time is spent in
                                                                                                            defining and implementing strategies to

4                                                                                                                                                                                                                   5
operations/Qesh                                       In December 2008 Chemie Invest shares were                                               Corporate governance
In 2007 we obtained ISO 9001/14001                    handed over to Econcern/Ecoventures. In the                                              The Managing Board considers matters of
certificates, which were successfully renewed in      course of 2009 management of BioMCN also                                                 corporate governance of great significance to its
2009. The certification process was very              invested in shares of BioMCH II BV by means of                                           shareholders and stakeholders and consequently
successful; we received several permits, where        the ‘Stichting Administratiekantoor BMCH II’,                                            sees to it that no conflicts of interest arises and
no opinions were submitted to the relevant            and Waterland – through Biofuelco BV –                                                   all measures are taken to implement best
authorities by parties with respect to proposed       increased its share with an additional supply of                                         management practices.
resolutions (“zienswijze”). This is unique in the     funds. The corporate structure at the end of
chemical industry.                                    2009 is as shown below:                                                                  Farmsum March 2010,

human Resources
                                                          structure 2008 up to March 5 2009
We implemented a collective pension scheme
and relevant pension insurance.                             Econcern /          Teijin Ltd                  NOM                Chemie
                                                            Ecoventures                                                        Invest
Financing activities
The (new) shareholders of BioMCH II BV agreed
upon an extra equity financing facility of in total
48.5 Mln € in 2009. The subordinated loan was                                   Bio Methanol                                                   R.G.E.J Voncken                                       E.J. Witvoet
                                                                                Chemie Holding BV
extended with 3.3 mln €. The subordinated loan                                                                                                 CEO                                                   CFO
is subordinated to the ABN facilities and all
                                                                                             100%
amounts payable to third parties.
                                                                                BioMCN BV
Current banking facilities at ABN AMRO at
December 31st 2009 amount to 27.5 Mln €. It
consists of a 10.0 Mln € overdraft facility and
17.5 Mln € for providing bank guarantees for
                                                          structure end of year 2009
suppliers of raw materials and natural gas.
Securities for these facilities are the right of                       Econcern /              Teijin Ltd              NOM
mortgage (27.5 Mln € excluding costs)                                  Ecoventures /
and working capital (receivables, stocks)                              Chemie invest
borrowing base.

                                                            Stichting Administra-            Bio Methanol                     Biofuelco BV
Legal structure
                                                            tiekantoor BMCH II               Chemie Holding BV                (Waterland IV)
On March 5th 2009 a transaction was
                                                                                                    17,0%
concluded where Waterland Private Equity Fund                                                                                      81,9%
                                                                           1,1%
IV C.V. (www.waterland.nu) – through its
subsidiary “Biofuelco BV” – obtained an indirect                                                            Bio Methanol
majority stake in BioMCN providing 33 Mln €                                                                 Chemie Holding II BV
new funds to Bio Methanol Chemie Holding II
                                                                                                                   100%
BV (BMCH II BV). BMCH II BV will be used for
capital investments and financing activities in                                                             BioMCN BV
Bio Methanol Chemie Nederland BV (BioMCN
BV). As a result of the transaction the group
legal structure changed and Bio Methanol
Chemie Holding BV will therefore be a
minority shareholder in the operating company
BioMCN BV.




6                                                                                                                                                                                                                   7
    VIsUaL oVeRVIeW




8                     9
March 2008 saw the successful start-up of the pilot plant, producing 20.000 tonnes of bio-methanol per year. Construction
of the large production unit of 200.000 tonnes per annum started that same year and was completed in 2009.




10                                                                                                                          11
As part of their official state visit to The Netherlands, H.M. Queen Beatrix welcomed King Carl XVI Gustaf and Queen Silvia
of Sweden in the province of Groningen on April 23rd, 2009. The Swedish Court had expressed a specific interest to visit
BioMCN. They visited the plant and learned about the benefits and production process of bio-methanol.




12                                                                                                                            13
The 200.000 tonnes per annum bio-methanol plant saw its succesful startup in the summer of 2009.




14                                                                                                 15
BioMCN’s Nissan 350Z FlexFuel has performed remarkably well last season. This shows that great performance and sustain-
ability can go together – a combination all teams were eager to experience. Therefore, BioMCN is very pleased and proud to
be cup sponsor and fuel supplier of the 350Z Challenge in 2010. This decision was enabled by the KNAF’s historic change
in regulations of October 2009 to allow M85 (85% bio-methanol, 15% gasoline) for the complete 350Z cup.




16                                                                                                                           17
     FINaNCIaL




18               19
BaLaNCe sheet                                                                                    PRoFIt aNd Loss aCCoUNt
                                             Before appropriation of the result

(x EUR 1.000)                        Notes   December 31, 2009           December 31, 2008       (x EUR 1.000)                      Notes   2009                  2008

FIXed assets                                                                                     Net sales                          4.17                53.689                84.665
tangible fixed assets                                                                            Cost of goods sold                 4.10                74.295                91.694
Land and buildings                   4.12          128                          292
Plant and machinery                  4.12       55.402                       13.301              Gross margin                                          (20.606)               (7.029)
In the course of construction        4.12           18                       24.068
                                                            55.548                      37.661   Selling and distribution costs                5.077                 5.089
Financial fixed assets                                                                           General and administration costs              3.972                 4.586
Deferred tax asset                   4.14                   11.212                       2.425
                                                                                                 Total costs                                             9.049                 9.675
CURReNt assets
stocks                                                                                           Operating Income                                      (29.655)              (16.704)
Raw materials and consumables        4.4         4.984                            592
Finished goods                       4.4          7.166                       2.287              Other results                      4.21                 2.205                   720
                                                            12.150                       2.879
debtors                                                                                          Income before interest and tax                        (27.450)              (15.984)
Trade debtors                        4.5         7.610                        4.794
VAT and social security                              –                          741              Interest                                               (1.279)               (1.249)
Pre-payments and accruals                         1.159                            38
                                                             8.769                       5.573   Result before tax                                     (28.729)              (17.233)
Cash at bank                         4.6                          –                          –
                                                                                                 Tax                                4.23                 7.320                 4.379
TOTAL                                                       87.679                      48.538

                                                                                                 (Loss)/profit after taxation                          (21.409)              (12.854)

CaPItaL aNd ReseRVes
Shared and issued capital            4.13            19                          19
Share premium                        4.13       59.706                       11.206
Other reserves                       4.13       (6.142)                       6.712
Undistributed results current year   2         (21.409)                    (12.854)
                                                            32.174                       5.083

PRoVIsIoNs                           4.14                    1.785                        369

LoNg-teRM LIaBILItIes
Subordinated Shareholder loans       4.15                   33.252                      30.000

CURReNt LIaBILItIes
Credit institutions                  3             682                          826
Trade creditors                                 12.635                        5.954
VAT and social security                            121                            –
Amounts owed to Group companies                  5.657                        4.544
Accruels and deferred income         4.16         1.373                       1.762
                                                            20.468                      13.086

TOTAL                                                       87.679                      48.538

20                                                                                                                                                                                      21
Cash FLoW stateMeNt                                                                 Notes to the FINaNCIaL stateMeNts
(x EUR 1.000)                                                                       general Information on the company                 The corporate structure of BioMCH and
                                                                                    and major events during 2009                       BioMCN BV changed as a result. Bio Methanol
Credit institutions as per december 31, 2008                               (826)    BioMCN is on its way with respect to the           Chemie Holding BV became a holding just for
                                                                                    implementation of the business plan that has       financing activities for the original shareholders.
Cash flow from operating activities                                                 been drafted when the assets in November           In the course of 2009 Management of BioMCN
Income before tax                                                        (28.729)   2006 were taken over from the previous             also invested in shares in BioMCH II BV by
                                                                                    owners.The financial results, operating losses     means of the ‘Stichting Administratiekantoor
                                                                                    in 2009 & 2008, as a result of the change to       BMCH II’, next to this Biofuelco (Waterland)
Adjustments for:
                                                                                    Bio-methanol production were part of the           raised its share with an additional funding.
Depreciation                                                               3.431
                                                                                    businessplan. Commercial Sales activities in
Additions to provisions                                                       74
                                                                                    2010 are within budget and financing plans.             structure 2008 up to March 5 2009
Use of provisions                                                          (125)
                                                                                    In 2009 the technology change and relating
                                                                                                                                             Econcern /           Teijin Ltd                  NOM                Chemie
                                                                                    investments were successfully finished in the
Changes in Working Capital:                                                                                                                  Ecoventures                                                         Invest
                                                                                    course of the third quarter 2009. Currently
Stocks                                                         (9.271)              products have been sent to key accounts.
Trade Debtors                                                  (2.816)              Management expects full commercial sales
Other current assets                                            (380)               based on current leads and discussions with                                   Bio Methanol
Trade Creditors                                                 6.682               customers on short notice. The shareholders in                                Chemie Holding BV

Other liabilities                                                 845               BioMCHolding II B.V. (BMCH B.V. and Biofuelco
                                                                                                                                                                               100%
                                                                          (4.940)   B.V.) are committed to the 2010 budget and
Cash flow from operating activities                                      (30.289)   financing plan and supplied € 7 Mln funding in
                                                                                                                                                                  BioMCN BV
                                                                                    the course of Q1 2010.
                                                                                    Based on the above management valued the
Cash flow from investment activities
                                                                                    business at going concern principles at the end
Investments in Tangible Fixed Assets                                     (21.664)
                                                                                    of 2009.
Desinvestments in Tangible Fixed Assets                                      345                                                            structure end of year 2009
Cash flow from investing activities                                      (21.319)   Refinancing in March 2009
                                                                                                                                                         Econcern /              Teijin Ltd              NOM
                                                                                    In March 2009 the shareholders and Managing                          Ecoventures /
Cash flow from financing activities                                                 Board reached an agreement with Waterland                            Chemie invest
Conversion of loan and intercompany account to share premium              48.500    B.V. on additional funding of the company
New long-term liabilities (subordinated shareholder loans)                 3.252    through its subsidiary Biofuelco B.V. The equity
Cash flow from financing activities                                       51.752    of Bio Methanol Chemie Holding II BV was                  Stichting Administra-            Bio Methanol                     Biofuelco BV
                                                                                    increased as a result with € 36 Mln. With this            tiekantoor BMCH II               Chemie Holding BV                (Waterland IV)

Net-cash flow                                                                144    amount Bio Methanol Chemie Nederland BV                                                           17,0%
                                                                                                                                                             1,1%                                                    81,9%
                                                                                    was funded.

                                                                                                                                                                                              Bio Methanol
Credit institutions as per december 31, 2009                               (682)                                                                                                              Chemie Holding II BV

                                                                                                                                                                                                     100%

                                                                                                                                                                                              BioMCN BV




22                                                                                                                                                                                                                               23
aCCoUNtINg PRINCIPaLs                                3. FIXED ASSETS                                      5. RECEIVABLES                                      8. PENSIONS
Judgements and estimates                             Tangible Fixed Assets                                Receivables are recorded at nominal value.          In 2008 BioMCN has entered into a pension
The management of the company makes                  As a result of the Purchase Deal per November        Receivables in foreign currencies were booked       insurance arrangement for its staff with Centraal
various judgements and estimates when                2, 2006 the tangible fixed assets were valued at     for exchange rates as per balance sheet date.       Beheer Achmea based upon the the pensionar-
applying the accounting policies and rules for       € 11 Mln, to be depreciated in 10 years, starting    If applicable, a debt provision is made.            rangements negotiated with Labour Unions and
preparing the financial statements. The principal    November 2006. New investments include the                                                               agreed upon in the Collective Labour Agree-
judgements and estimates, including underlying       purchase amounts and interest (8%) during            6. CASH AT BANK                                     ment. The pension arrangement is a defined
assumptions, are set out below.                      construction. Interest during construction is        The liquidities are presented at their nominal      contribution plan. This means that the company
                                                     calculated on investment projects with a             value.                                              only accounts for pension premiums due by the
Stocks                                               minimum amount of € 15 Mln and a minimum                                                                 company in respect of the financial year.
The carrying amount of the stocks of bio-            project excution period of 1 year. Depreciation      7. PROVISIONS
methanol and of greencertificates have been          is done in a lineair way over a period of 5-20       Provisions are made for:                            9. SALES
determined by the current estimation of the          years, depending on the type of asset. Regular       – Removal of polluted soil.                         Sales consists of net sales excluding applicable
market value and the costprice of the products.      maintenance costs are included in the Profit &       It relates to four spots on the BioMCN Site         taxes.
The valuation has been made based upon               Loss account. Subsidies received have been           which were recognized at the Purchase Agree-
historic costprice or lower marketvalue if           deducted from the capitalized amounts where          ment in November 2006. The provision is             10. COST OF GOODS SOLD
applicable.                                          applicable.                                          calculated at a non discounted value.               Cost of goods sold consists of all production
                                                                                                                                                              related costs including depreciation on tangible
Deferred Tax Assets                                  Financial Fixed Assets                               – Future jubilee costs for employees of BioMCN.     fixed assets.
A deffered tax asset has been recorded based         This amount consists of a deffered tax asset         In the Collective Labour Agreement of BioMCN
on the financial losses in the past 2 years and      which is valued at non-discounted value.             certain amounts are guaranteed for employees        11. OTHER RESULTS
the expected profits from our business plan,         The deferred tax asset is recognised for carry-      who have an uninterrupted employment of             Other results consists of profit and loss elements
budget 2010 and future years that will more          forward losses, to the extent that it is probable    25 or 40 years. For certain former AKZO             which are not directly related to the current
than compensate those losses.                        that future taxable profit will be available for     employees the period they worked for AKZO           book year.
                                                     set-off.                                             is also taken into account. The provision is
1. GENERAL                                                                                                calculated at a non discounted value.               12. TAX
Accounting principles are based on Dutch             4. CURRENT ASSETS                                                                                        Taxes are calculated on the result disclosed in
GAAP. Unless otherwise mentioned, the assets         Stocks raw material and consumables                  – Deferred tax                                      the profit and loss account, taking into account
and liabilities are stated at their face values.     The stocks of raw materials are valued at            The provision for deferred tax is established       of tax-exempt items and partly or completely
                                                     purchase price, standard cost price or a lower       on the basis of the temporarely differences at      non-deductible expenses.
2. FOREIGN CURRENCY TRANSLATION                      market value.                                        balance sheet date between the taxable carrying
The financial statements are prepared in euros,                                                           amount of assets and liabilities and their
the functional and presentation currency of the      Stocks finished goods                                carrying amounts as recognized in these
company. Transactions denominated in foreign         The methanol stock, consisting of ordinary           financial statements. The deferred taxes are
currencies are initially carried at the functional   methanol and bio-methanol, and the pure              calculated at the tax rate that is expected to
exchange rates ruling at the date of transaction.    glycerine stock are valued at standard cost price    apply in the period when the difference is
Monetary balance sheet items denominated in          or at lower market value. The standard cost          settled. Deferred taxes are carried at non-
foreign currencies are translated at the             price includes the cost of raw materials and         discounted value. If the temporarely differences
functional exchange rates ruling at the balance      indirect production costs. Also included is the      lead to a tax asset it is shown as an asset.
sheet date. Non-monetary balance sheet items         value of Greencertificates; established rights for   Deferred and other tax assets and liabilities are
that are measured at historical cost in a foreign    the future sale of bio-methanol of which no          netted off when this is possible under law.
currency are translated at the functional            physical inventory of bio-methanol is present
exchange rates ruling at the date transaction.       any more. These are valued as the difference
Non-monetary balance sheet items that are            between the cost price of regular methanol and
measured at current value are translated             bio-methanol.
at the functional exchange rates ruling at the
date of valuation.




24                                                                                                                                                                                                                 25
sPeCIFICatIoN FIXed assets                                                                                                                                                         BaLaNCe sheet sPeCIFICatIoN
CHANGES BOOKVALUE TANGIBLE FIXED ASSETS                                                                                                                                            (x EUR 1.000)                                                            December 31        December 31
(x EUR 1.000)                               December 31, 2008                                                                                    December, 31 2009                                                                                          2009               2008
                                                                                                                                                                                   CAPITAL AND RESERVES
Description                                                                                                                                                                        Shared Capital




                                                                                                        Depreciation 2009
                                                                                    Desinvestments
                                                                                                                                                                                   Total Shared Capital consists of 902 shares x € 100                                    90           90




                                                                                                                              reclassification




                                                                                                                                                                   Accumulated
                                                                                                                                                                    depreciation
                                                                     Investments




                                                                                                                                 Adjustment
                                                    Book value




                                                                                                                                                      Book value
                                                                                                                                                                                   Issued Capital
                                                                                                                                                                                   Issued and Paid in consists of 187 shares x € 100                                      19           19
                                                                                                                                                                                   Shareholder BioMC Holding II BV is the one and only shareholder.
TANGIBLE FIXED ASSETS
Land and Buildings                                 292                   –         132                 32                                –           128                 40
                                                                                                                                                                                   Share Premium
                                                                                                                                                                                   Beginning of Period                                                               11.206        11.206
Plant and Machinery
                                                                                                                                                                                   Deposit                                                                           34.500             –
     interest during construction                       –                –               –             45                     2.702                2.657              120
                                                                                                                                                                                   Conversion                                                                        14.000             –
     investments                               13.301                    –         213               3.423                   44.071               53.736           6.222
                                                                                                                                                                                   End of Period                                                                     59.706        11.206
     sub-total                                 13.301                    –         213               3.468                   46.773               56.393           6.342
                                                                                                                                                                                   As a result of the transaction with Waterland, BioMC Holding II B.V. supplied € 34,5 Mln
TOTAL                                          13.593                    –         345               3.500                   46.773               56.521           6.382           Share Premium as per March 2009 to BMCN BV. In December 2009 an amount of € 14
                                                                                                                                                                                   Mln was paid into Share Premium by Bio Methanol Chemie Holding II BV.

INVESTMENT GRANT
                                                                                                                                                                                   Other Reserves
Grants/subsidies on Fixed
                                                                                                                                                                                   Other Reserves beginning of the year                                               6.712           998
assets                                                  –        – 2.060                 –            – 69                               –        – 1.992            – 69
                                                                                                                                                                                   Undistributed Results Previous year                                             (12.854)         5.714
TOTAL                                                   –        – 2.060                 –            – 69                               –        – 1.992            – 69
                                                                                                                                                                                   Situation end of year                                                             (6.142)        6.712

IN THE COURSE OF
CONSTRUCTION
     interest during construction                  814            1.888                  –                     –             – 2.702                      –                 –
     other                                     23.253            21.836                  –                     –            – 44.071               1.018                    –
     sub-total                                 24.067            23.724                  –                     –            – 46.773               1.018                    –


GRAND TOTAL                                    37.661            21.664            345               3.431                               –        55.548           6.313

Starting 2008 interest during construction is capitalized, for investments with a minimum amount
of € 15 Mln and a minimum project execution period of 1 year.
As of 2008, interest is capitalized for the new glycerine purification installation that is finished.
The amount of interest capitalized in 2009 is € 1.888.000 (2008: € 814.000).
The amount is calculated as 8% on the average amount capitalized.
The amount is included in the line “Interest” in the Profit and Loss account.

FINANCIAL FIXED ASSETS                           2009              2008
Deferred tax assets
Beginning of period                             2.425                    –
Change during the year                          8.787             2.425
End of period                                  11.212             2.425

The tax rate used is 25,5%. It is expected to be offset against future income tax payables within
a period of 5 years.


26                                                                                                                                                                                                                                                                                           27
(x EUR 1.000)                                                                 December 31         December 31          PRoFIt aNd Loss aCCoUNt sPeCIFICatIoN
                                                                              2009                2008
                                                                                                                       (x EUR 1.000)                                                                              2009                               2008
PROVISIONS                                                                                                             Sales: area of distribution
Jubilee                                                                                                                Netherlands                                                                              10.922                              6.898
Beginning of Period                                                                       67                     74    Western Europe                                                                           42.767                             77.767
Addition                                                                                  74                     (7)   Other                                                                                             –                              –
Withdrawal                                                                                  4                     –                                                                                             53.689                             84.665
End of Period                                                                            137                     67
Expected utilisation next year                                                            20                      4    Labour                                                 Own        Contractors              Total      Own    Contractors      Total
Expected duration: continuous                                                                                          Staff and management                FTE                22,8                4,0              26,8      20,2          4,0       24,2
                                                                                                                       Production personnel                FTE                54,0                6,0              60,0      55,0         10,0       65,0
soil and Pollution                                                                                                     Total                               FTE                76,8               10,0              86,8      75,2         14,0       89,2
Beginning of Period                                                                      302                401
Addition                                                                                    –                     –    Staff and management                Headcount             25                  4                  29    22             4         26
Withdrawal                                                                               121                     99    Production personnel                Headcount             54                  6                  60    55            11         66
End of Period                                                                            181                 302       Total                               Headcount             79                10                   89    77            15         92
Expected utilisation next year                                                            60                 200
Expected duration: several years                                                                                       Labour Costs Own Staff (included in costs of goods                                        6.030                              5.813
                                                                                                                       sold and general and administration costs)
deferred tax
Beginning of Period                                                                         –                     –    Labour Costs
Addition                                                                              1.467                       –    Salaries                                                                                  4.888                              4.804
Withdrawal                                                                                  –                     –    Social Security                                                                             445                                481
End of Period                                                                         1.467                       –    Pension Expenses                                                                            697                                528
This relates to the tax as a result of the temporary difference between the                                                                                                                                      6.030                              5.813
carrying value in this financial statement and the related carrying taxable value.
Expected duration: 5 years                                                                                             On account of art. 383 BW2 title 9, compensation of the statutory director is not mentioned.
total Provisions                                                                      1.785                 369
                                                                                                                       Depreciation
LONG-TERM LIABILITIES                                                                                                  On Tangible Fixed Assets (included in costs of goods sold)                                3.431                              1.573
Subordinated loan received from Bio Methanol Chemie Holding BV,                             –            30.000
9% /yr                                                                                                                 Other Results
                                                                                                                       Prepayment on the EOS subsidy                                                                                                  720
Subordinated loan received from Bio Methanol Chemie Holding II BV,                   33.252                       –    Financial result sales fixed assets and the financial result on the
9% /yr                                                                                                                 sale-and-lease back of storage tanks and the sea jetty                                    2.205

It consists of an original € 30 Mln, additional € 3 Mln and added interest of € 252.000,-. Interest payable is
added to the loan, up to the moment that a positive EBITDA for 6 consecutive months is reached. The dura-              Audit of financial statements                                                                    46                             30
tion of the loan is up to December 1, 2014.The loan is subordinated to ABN Amro Bank N.V. and other creditors.         Other assurance services                                                                         10                             15
                                                                                                                       Other services                                                                                   43                             13
total Long-term liabilities                                                          33.252              30.000                                                                                                         99                             58
                                                                                                                       Tax
ACCRUALS AND DEFERRED INCOME                                                                                           Result before Tax                                                                      (28.729)                            (17.233)
Pension fees payable                                                                    142                       –    Income Tax Amount                                                                         7.320                              4.379
Other                                                                                 1.231               1.762        This tax amount consists of:
total Current Liabilities                                                             1.373               1.762        Deffered tax asset for loss carry forward                                                 7.320                              4.379
                                                                                                                       Taxes are calculated on the result disclosed in the profit and loss account, taking account of
                                                                                                                       tax-exempt items and partly or completely non-deductible expenses.
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     sUPPLeMeNtaRY INFoRMatIoN




30                               31
aUdItoR’s RePoRt                                                                                            PRoFIt aLLoCatIoN
                                                                                                            The company’s articles of association                 Shares which the company holds in its own
To the management of Bio Methanol Chemie              the effectiveness of the entity’s internal control.   concerning profit allocation are as follows:          share capital shall not be counted when
Nederland B.V. Farmsum.                               An audit also includes evaluating the appropri-                                                             determining the division of the amount to be
                                                      ateness of accounting policies used and the           The profits shall be at the free disposal of the      distributed on shares, unless such shares have
REPORT ON THE FINANCIAL STATEMENTS                    reasonableness of accounting estimates made           general meeting of shareholders. In a tie vote        been encumbered with a right of usufruct.
We have audited the financial statements of           by management, as well as evaluating the              regarding a proposal to distribute or reserve
Bio Methanol Chemie Nederland B.V., Farmsum           overall presentation of the financial statements.     profits, the profits concerned shall be reserved.     A loss may only be offset against reserves
which comprise the balance sheet as at Decem-                                                                                                                     maintained pursuant to the law to the extent
ber 31, 2009, the profit and loss account for the     We believe that the audit evidence we have            The general meeting of shareholders shall be          permitted by law.
year then ended and the notes.                        obtained is sufficient and appropriate to provide     authorized to resolve to make a distribution out
                                                      a basis for our audit opinion.                        of reserves.                                          PROPOSED 2009 ALLOCATION
Management’s responsibility                                                                                                                                       It is proposed to deduct the 2009 loss of
Management is responsible for the preparation         opinion                                               The company may only make distributions to            € 21.409.000,– from Other Reserves.
and fair presentation of the financial statements     In our opinion, the financial statements give a       the shareholders and other persons entitled to
in accordance with Part 9 of Book 2 of the            true and fair view of the financial position of       distributable profits to the extent that its equity
Netherlands Civil Code. This responsibility           Bio Methanol Chemie Nederland B.V. as at              exceeds the aggregate amount of the issued
includes: designing, implementing and main-           December 31, 2009 and of its result for the year      share capital and the reserves which must be
taining internal control relevant to the prepara-     then ended in accordance with Part 9 of Book          maintained pursuant to the law.
tion and fair presentation of the financial           2 of the Netherlands Civil Code.
statements that are free from material misstate-                                                            The company may make interim distributions
ment, whether due to fraud or error; selecting        REPORT ON OTHER LEGAL AND                             provided that the provisions of the preceding
and applying appropriate accounting policies;         REGULATORY REQUIREMENTS                               paragraph have been met.
and making accounting estimates that are              Pursuant to the legal requirement under 2:393
reasonable in the circumstances.                      sub 5 part 1 of the Netherlands Civil Code, we
                                                      report, to the extent of our competence, that
auditor’s responsibility                              the management board report is consistent with
Our responsibility is to express an opinion on        the financial statements as required by 2:391
the financial statements based on our audit.          sub 4 of the Netherlands Civil Code.
We conducted our audit in accordance with
Dutch law. This law requires that we comply           Groningen, March 3, 2010
with ethical requirements and plan and perform        Ernst & Young Accountants LLP
the audit to obtain reasonable assurance
whether the financial statements are free from        P.J.T.A. van Kleef
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

32                                                                                                                                                                                                                 33
Colophon
Photography: Pitt fotografie, Chantal van der Ende,
André Slotman, Bas van Bilsem, Fotografie RG
Graphic design: LaVerbe, Nijmegen
Printed by: Drukkerij Twello




BioMCN
P.O. Box 251
9930 AG Delfzijl
The Netherlands
www.biomcn.eu




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