Cardano Development B.V. Rotterdam ANNUAL REPORT 2015
1
Table of contents Page
Fiscal position
4
Management board report
8
Consolidated financial statements Company balance sheet as at 31 December 2015
11
Company statement of income and expenses for the year 2015
13
Notes to the company financial statements of the consolidated annual report
14
Notes to the company balance sheet
20
Notes to the company statement of income and expenses
27
Company financial statements Company balance sheet as at 31 December 2015
34
Company statement of income and expenses for the year 2015
36
Notes to the company financial statements of the annual report
37
Notes to the company balance sheet
39
Notes to the company statement of income and expenses
44
Other information Profits and reserves
47
Proposal appropriation of results
47
Events after the balance sheet date
47
Auditor's report of the independent accountant
48
2
Cardano Development B.V., Rotterdam
FISCAL POSITION Fiscal unity As of 19 March 2013, there is fiscal unity for corporate income tax with Cardano Development B.V., TCX Investment Management Company B.V., Coin-Re B.V., Mantis B.V. and BIX Fund Management B.V. As of 1 July 2014, Cardano Development Depositary B.V. was added to the fiscal unity. Cardano Development Depositary was liquidated on 29 December 2015. BIX Fund Management B.V. is no longer part of the fiscal unity as of 1 February 2015. As of 1 January 2016, BIX Fund Management B.V. is part of the fiscal unity again. As of 1 January 2016, both Frontclear Management B.V. and Cardano Development Services are added to the fiscal unity.
4
Cardano Development B.V., Rotterdam
2015 Calculation taxable amount -342.235 -268.774 505.201 -252 -511.521 -68.379 -42.387 -728.347
Result before taxation Cardano Development B.V. Result before taxation BIX Fund Management B.V. Result before taxation TCX Investment Management Company B.V. Result before taxation CD DGGF B.V. Result before taxation Coin-Re B.V. Result before taxation Mantis B.V. Result before taxation Cardano Development Services B.V. Result before taxation
Non-deductible amounts For deduction excluded fines
-178 Base amount
Partially deductible amounts Application lump sum based on joint taxable wages
3.364.786
Investment agreements Small scale investment allowance Capital disposal charge
0,40
13.459 -715.066
-13.263 9.184 -4.079 -719.145
Participation excemption Liquidation loss Cardano Development Depositary B.V. Result before taxation Cardano Development services B.V. (not part of Fiscal Unity) Result before taxation BIX Fund Management B.V. (11 months not part of Fiscal Unity) Result before taxation CD DGGF B.V. (not part of Fiscal Unity)
-40.664 42.387 246.376 252 248.351
Revaluation of current account BIX Fund Management B.V. due to consolidation in fiscal unity (1 January 2016) Taxable amount
5
-340.180 -810.974
Cardano Development B.V., Rotterdam
In the calculation of the taxable amount, only the results over January 2015 of BIX Fund Management B.V. have been taken into account as BIX Fund Management B.V. was no longer part of the fiscal unity as per 1 February 2015. Also the loss of Cardano Development Depositary B.V is processed as it is part of the fiscal unity until moment of liquidation 29 December 2015.
01-01-2015 €
corporate tax 2015 €
Payments / receipts Adjustments in during 2015 2015 € €
31-12-2015 €
Situation at balance sheet date 2014 2015
-27.380 396 396
-27.380
-
2.132 2.132
-25.248 396 -24.852
The situation at balance sheet date reflects an amount of € 24.852. The Company Tax of Cardano Development B.V. 2014 € 25.248 will be received in 2016. An amount of € 396 wil be paid by Front Clear Management B.V. regarding Company Tax 2015. 2015 € Statement of Income and Expenses In the statement of income and expenses corporate tax has been processed as follows: Deferred tax benefit Deffered tax assets BIX Fund Management B.V. (11 months) Deffered tax assets Cardano Development Services B.V. Company tax Frontclear Management B.V. Accumulated company tax
-133.202 -9.538 -11.508 396 -153.852
The corporate income tax of Cardano Development B.V. and its subsidiairies was calculated as if the companies are liable for corporate income tax itself. The corporate income tax is added to the current account with Cardano Development B.V.
6
Cardano Development B.V., Rotterdam
Year
Compensable loss €
Available for compensation at the beginning of the financial year €
Compensable losses Available for assigned to compensation at the BIX Fund end of the Management B.V. 2015 financial year € €
Loss compensation 2014 2015
191.425 788.951 980.376
7
191.425
122.941
191.425
122.941
68.484 788.951 857.435
Cardano Development B.V., Rotterdam
MANAGEMENT BOARD REPORT The Managing Board of Cardano Development B.V. is pleased to present the annual report for 2015. The year was transformational for the company, with the realization in February 2015 of a new substantial activity (the Frontier Clearing Corporation B.V. - Frontclear) and the participation in a tender for the management of GuarantCo Limited, which was successfully completed in 2016. Adding to Cardano Development's original flagship, the management of The Currency Exchange Fund N.V. (TCX), we now manage three highly complementary local financial market specialist institutions with strong brand names and substantial marketing synergies, that we intend to build out in the coming years. Financially, we have continued to invest in a number of the start-up activities that we have initiated in previous years, notably in Coin Re and in BIX Capital. The related expenses were sustained with funds provided by Cardano Holding through a number of loan facilities, that will be repaid from management fee income in the coming years. This means that we have leveraged the company. A substantial increase in capital for TCX Investment Management Company B.V. (TIM) associated with its application for a license as an Alternative Investment Fund Manager (AIFM) was funded by a € 1,2 million capital contribution from TCX via Stichting Cardano Development (the company's 100% owner). Cardano Development Depositary, a 100% subsidiary created in 2014 in support of TIM's AlFM license, has become obsolete and was terminated in 2015 before operations were started. TIM has received its license on 10 March 2016. Going forward, we intend to maintain the company's strong growth strategy and focus substantial efforts in establishing, maintaining and reinforcing the company's established strength in local financial market development (through TCX, Frontclear and GuarantCo), using our network with the development finance institutions to provide growth capital and our market knowledge and risk management expertise to continue innovating. Cardano Development BV's role within the group is becoming more focused around its function as the holding company for the various subsidiaries, on behalf of our owner, Stichting Cardano Development. Management support for the group companies was transferred from the holding to a new subsidiary, Cardano Development Services B.V. The group's relationship with Cardano Holding was strengthened with the establishment of a number of loan facilities provided by Cardano Holding to Cardano Development B.V. totaling € 1,6 million, which allowed us to maintain the desired investment into new and innovative activities. Whilst these facilities do not confer any control to Cardano Holding, our group's strategy continues to benefit from the association with Cardano Holding. During 2015 the tax structure was evaluated and a logical restructuring resulted in a tax unity ("fiscale eenheid") for value added tax ("belasting toegevoegde waarde") and corporate income tax
8
Cardano Development B.V., Rotterdam
(“vennootschapsbelasting”) for Cardano Development B.V. and her consolidated subsidiaries end 2015. End 2014 Herman Bril left as managing director (statutair directeur) and in January 2015 Bart Bos left as managing director (statutair directeur). They were key in setting up Cardano Development B.V. and very enthusiast supporters of new initiatives. From the start of 2015 Joost Zuidberg and Frank Gosselink are the managing directors (statutaire directie) of Cardano Development B.V.
Rotterdam, 7 October 2016
Joost Zuidberg Director
Frank Gosselink Director
9
CONSOLIDATED FINANCIAL STATEMENTS
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Cardano Development B.V., Rotterdam
COMPANY BALANCE SHEET AS AT 31 DECEMBER 2015 Before result appropriation 31 December 2015 € €
31 December 2014 € €
ASSETS FIXED ASSETS Tangible fixed assets
1
Financial fixed assets Participations in group companies Deferred tax assets Frontier Clearing Fund Junior Loan
2 3 4
101.227
149.326
1 59.427 -
1 213.675 366.708
59.428
580.384 CURRENT ASSETS Receivables Trade debtors Receivables Taxes Other accounts receivable Other receivables and prepaid expenses
Cash and cash equivalents
5 6 7 8 9
95.750 27.380
221.460 139.518 24.852 29.047 1.311.605
10
11
1.761.630 1.726.482
1.884.760
2.134.992
725.449
4.591.184
2.770.864
Cardano Development B.V., Rotterdam
31 December 2015 € €
31 December 2014 € €
LIABILITIES Group equity
11
1.076.615
491.535
Long-term liabilities
12
1.600.000
-
Short-term liabilities Trade creditors Liabilities to Stichting Cardano Development Taxes Other liabilities and accrued expenses
13
454.273
160.099
418.011 199.663 842.622
475.142 185.225 1.458.863
14 15 16
12
1.914.569
2.279.329
4.591.184
2.770.864
Cardano Development B.V., Rotterdam
COMPANY STATEMENT OF INCOME AND EXPENSES FOR THE YEAR 2015
2014
2015 € Income Cost of sales Gross margin
17 18
Wages and salaries Social security premiums and pension costs Other staff expenses Depreciation of tangible fixed assets Other operating expenses Total operating expenses
19 20
€
€ 8.426.666 -2.266.140
9.072.920 -2.223.314
6.160.526
6.849.606
21 22 23
€
3.933.678
3.535.588
169.169 254.102 53.536 3.062.573
120.206 148.206 54.375 2.895.844 7.473.058
6.754.219
24
-623.452 -104.895
-593.693 270.089
Consolidated result from operational activities before taxation 25 Taxation
-728.347 153.852
-323.604 66.394
26
-574.495 -40.425
-257.210 -204.562
-614.920
-461.772
Operating result Financial income and expense
Share in result from participations Net consolidated result after taxation
13
Cardano Development B . V., Rotterdam
NOTES TO THE COMPANY FINANCIAL STATEMENTS OF THE CONSOLIDATED ANNUAL REPORT General
The financial statements have been prepared in accordance with Title 9, Book 2 of THe Netherlands Civil Code and the firm pronouncements in the Guidlines for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board.
Valuation of assets and liabilities and determination of the result takes place under the historical cost convention. Unless presented otherwise, the relevant principle for the specific balance sheet item, assets and liabilities are presented at face value. Income and expenses are accounted for on accrual basis. Profit is only included when realized on balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements.
The financial statements were authorized for issue by the Management Board on 7 October 2016. Comparative figures
The classification of comparative figures for the previous financial year has only been adjusted, where applicable, for the purpose of comparison and legibility. Going concern
Management declares the statements are prepared on going concern basis.
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Cardano Development B.V., Rotterdam
Activities The activities of Cardano Development B.V., having its legal seat at Rotterdam, primarily consist of holding, management and financial activities. The activities of TCX Investment Management Company B.V., holding offices at Mauritskade 63 1092 AD Amsterdam, are mainly managing the investments of The Currency Exchange Fund N.V., according to its strategy and ensuring the Fund's optimal access to international and local markets to promote the investments products. The activities of COIN-Re B.V., holding offices at Weena 690 3012 CN in Rotterdam, are geared to developing and implementing a feasible business model for smallholder farmers together with partners. A partnership has been formed with several parties internationally. The activities of Mantis B.V., seated at Weena 690, 3012 CN in Rotterdam, are the development and commercial exploitation of forecasting systems for macro-economic analysis, quantification of financial risks and holding activities and financing other companies. The activities of BIX Fund Management B.V., seated at Weena 690, 3012 CN Rotterdam, are mainly promoting the availability and affordability of essential products for sustainable low income users in developing countries to improve the living conditions of these users significantly and holdings and financing. The activities of Cardano Development Services B.V., CD DGGF B.V., Dutch Good Growth Fund B.V. and Dutch Good Growth Fund Managers B.V. all having its legal seat at Amsterdam, primarily consist of Holding- and financial activities. The activities of Frontclear Management B.V. ("FCM"), holding offices at Mauritskade 63, 1092 AD, Amsterdam, are managing the investments of the Frontier Clearing Funds ("FCF") and the management of Frontier Clearing Corporation B.V. ("FCC") according to FCC's risk management and investment guidelines, to represent FCC in communication with its stakeholders, counterparties and services providers and to ensure FCC's optimal access to international and local markets to promote FCC's investment products.
15
Cardano Development B.V., Rotterdam
Consolidation
Financial information relating to group companies and other legal entities which are controlled by Cardano Development B.V. or where central management is conducted has been consolidated in the financial statements of Cardano Development B.V.. Financial information relating to the group companies and the other legal entities and companies included in the consolidation is fully included in the consolidated financial statements, eliminating the intercompany relationships and transactions. In the consolidated accounts the results for the following companies are included: - Cardano Development B.V.; - TCX Investment Management Company B.V. 100%; - Coin-Re B.V. 100%; - Mantis B.V. 100%; - BIX Fund Management B.V. 100%; - Frontclear Management B.V. 100%; - Cardano Development Depositary B.V. (liquidated as per 29 December 2015); - Cardano Development Services B.V. 100%; - CD DGGF B.V. 100%; - Dutch Good Growth Fund B.V. 100% (in 2016 statutory name changed in Cardecho B.V.) and - Dutch Good Growth Fund Managers B.V. 100%.
Frontclearing Corporation B.V. is a 100% subsidiairy of Frontclear Management and a group company, but excluded from the consolidation due to lack of control.
As of 28 June 2016 Dutch Good Growth Fund B.V. changed its name in Cardecho B.V. Cardano Development B.V. will hold 100% off its shares. Currency
The presentation and functional currency in this report is EURO.
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Cardano Development B.V., Rotterdam
Accounting policies in respect of the valuation of assets and liabilities Tangible fixed assets Tangible fixed assets are valued at cost less accumulated depreciation and, if applicable, impairments. Depreciation is based on the useful life and calculated as a fixed percentage of the acquisition price, taking into account any residual value. Depreciation starts at the moment of commissioning. Financial fixed assets Participations in group cornpanies The 100% interest in FCC is not consolidated and thus valued at cost. Any dividend distributed to FCM is recognized as dividend income. FCM is the single shareholder and manager of FCC, but operates FCC within the mandate provided to it by the investors in the Frontier Clearing Funds. The Frontier Clearing Funds are the holders of FCC's debt instruments. The voting rights attached to the interest of FCM in FCC are restricted by the Terms & Conditions of the Frontier Clearing Funds and the FCC Supervisory Board, effectively appointed by the Joint Investor Meeting of the Frontier Clearing Funds, exercises significant control over the management and shareholder of FCC. As the Joint Investor Meeting of the Frontier Clearing Funds has control over FCC, FCM and thus Cardano Development B.V. is not required to consolidate FCC. Deferred tax assets Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. Frontier Clearing Fund Junior capital The Frontier Clearing Fund Junior capital is valued at amortized cost, using the fx-rate at balance sheet date. FX results are recognized through the statement of income and expenses. Accounts receivable Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortized cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. Cash and cash equivalents Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and short-term deposits with a maturity of three months or less.
Long term liabilities Upon initial recognition, loans and liabilities recorded are stated at fair value and then valued at amortized cost.
17
Cardano Development B.V., Rotterdam
Short term liabilities Upon initial recognition the short term liabilities are included at fair value and than valued at amortized cost. The fair value and amortized cost equal the face value. Amounts due to group companies are measured at face value. Accounting policies in respect of result determination General Income and expenses are accounted for on accrual basis. Profit is only included when realized on the balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Net turnover Net turnover represents amounts invoiced services supplied during the financial year reported on, net of discounts and value added taxes. Revenues from services are recognised in proportion to the services rendered. The cost price of these services is allocated to the same period. Gross margin The gross margin consists of the net turnover, other operating income and external charges. Net turnover represents amounts invoiced for services supplied during the financial year reported on, net of discounts and value added taxes. Depreciation and amortization The calculation of depreciation on fixed assets is based on the purchase price. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Realized capital gains and losses on the disposal of fixed assets are included under depreciation and amortization expenses. Other operating expenses Expenses are based on the historical cost convention and attributed to the financial year to which they pertain. Net financial result Interest income and expenses is the interest received or receivable, respectively paid or due to third parties.
18
Cardano Development B.V., Rotterdam
Taxation Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the financial statements and profit calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar as their realisation is likely.
Result from participations in group companies Where significant influence is exercised over participations, the group's share in the participations' result is included in the consolidated statement of income and expenses.
19
Cardano Development B.V., Rotterdam
NOTES TO THE COMPANY BALANCE SHEET FIXED ASSETS 31-12-2015 € 1 Tangible fixed assets Computers Other office equipment Office equipment
104.719 26.551 18.056 149.326
31-12-2014 € 76.010 25.217 101.227
Tangible fixed assets Computers € Balance as at 1 January 2015 Historical cost price Accumulated depreciation Book value as at 1 January 2015 Movements Investments Depreciation Disposal Disposal accumulated depreciation Balance movements Balance as at 31 December 2015 Historical cost price Accumulated depreciation Book value as at 31 December 2015
Other office equipment €
217.032 -141.022 76.010
92.287 -29.035 -89.777
29.570 -3.019
Office equipment €
Total €
89.130 -63.913 25.217
306.162 -204.935 101.227
5.481 -12.507 -900
127.338 -44.561 -90.677 55.999 48.099
55.234 28.709
26.551
765 -7.161
219.542 -114.823
29.570 -3.019
93.711 -75.655
342.823 -193.497
104.719
26.551
18.056
149.326
20%
20%
20%
Depreciation percentages
20
Cardano Development B.V., Rotterdam
Financial fixed assets 31-12-2015
31-12-2014
2 Participations in group companies Participation in Frontier Clearing Corporation B.V., Amsterdam The participation in Frontier Clearing Corporation B.V. refers to the 100% subsidiairy of Frontclear Management B.V. FCM holds and has fully paid in the single outstanding share of FCC at EUR 1. 31-12-2015 3 Deferred tax assets Deferred tax assets fiscal unity Cardano Development B.V. Deferred tax assets BIX Fund Management B.V. Deferred tax assets COIN-Re B.V. Deferred tax assets Cardano Development Services B.V.
171.487 9.538 21.142 11.508 213.675
31-12-2014
38.285 21.142 59.427
The deferred tax assets relate to fiscal losses of COIN-Re B.V., BIX Fund Management B.V. and Cardano Development Services B.V. over the period before the fiscal unity with Cardano Development B.V. The expectation of the three local financial market specialist institutions related to profitability is positive and managed by the group. 31-12-2015 4 Frontier Clearing Fund Junior Loan Loan Stichting Frontclear
31-12-2014
366.708
The loan, originally amouting to US$ 400.000 was granted to Frontier Clearing Fund Junior. The loan was valued at the rate on balance sheet date (1 EUR = 0,91677 USD). The market value at 31 December 2015 is € 366.480 (US$ 399.751). The FX-result was recognized through the statement of income and expenses. The loan has a duration of 15 years, which can be extended.
21
Cardano Development B.V., Rotterdam
CURRENT ASSETS Receivables 31-12-2015 € 5 Trade debtors Trade debtors
221.460
31-12-2014 € 95.750
A provision for doubtful debt is not deemed necessary. 31-12-2015 € 6 Receivables Management fee due from FCC Current account Stichting Frontclear Current account Frontclear Fund Senior Current account Frontclear Fund Junior Current account Frontclear Fund Subordinated
31-12-2014 €
93.470 1.243 14.824 15.014 14.967 139.518
_
-
The current accounts Frontclear Fund Senior, Junior and Subordinated originate from costs charged to these funds. All receivables are due within one year. 31-12-2015 € 7 Taxes Corporate income tax
24.852 31-12-2015 €
8 Other accounts receivable Guarantee deposit
31-12-2014 € 27.380 31-12-2014 €
29.047
The guarantee deposit isn't freely available as long as Cardano Development Services rents the offices in Amsterdam. The deposit was paid to the lessor (KIT) as a guarantee.
22
Cardano Development B.V., Rotterdam
31-12-2015 9 Other receivables and prepaid expenses Performance fee Insurance Prepaid expenses software contracts Rent Prepaid expenses Unbilled revenue Pro-Credit B.V. Management Fee receivable TCX Fund N.V. Other
1.004.524 150.340 52.773 27.132 13.091
63.745 1.311.605
31-12-2014
1.582.700 25.881 67.414 4.708 29.822 51.105 1.761.630
The annual performance fee is driven by parameters agreed between the company and the Supervisory Boards and approved by the shareholders. The performance fee for TCX Investment Management Company B.V (€ 1.004.524) is accounted for on accrual basis. All receivables are due within one year. 31-12-2015 10 Cash and cash equivalents ABN Amro Bank N.V., deposit ABN Amro Bank N.V., flexible deposit Rabobank, current accounts Guarantee deposits Guarantee deposits (Creditcards) Cash ING Bank N.V., current account
1.200.000 769.738 132.728 26.335 6.187 4 2.134.992
31-12-2014
519.015 62.561 25.864 5.000 3 113.006 725.449
An amount of € 1,2 million is held in a separate deposit. These funds can be withdrawn upon a 31 day notice. The guarantee deposits of € 26.335 (2014: € 25.864) is not freely available. All other amounts are freely available.
23
Cardano Development B.V., Rotterdam
11 Group equity A specification of the equity can be found in the non-consolidated accounts of this report. 31-12-2015 12 Long-term liabilities Subordinated loans
31-12-2014
1.600.000
31-12-2015 Subordinated loans Loan Cardano Holding B.V. Part I Loan Cardano Holding B.V. Part II Loan Cardano Holding B.V. Part III
31-12-2014
850.000 400.000 350.000 1.600.000
On 30 January 2015 and 23 February 2015, Cardano Development BV and Cardano Holding agreed a 7-year term loan of EUR 850.000 with 7% annual interest, a 3-year revolving facility EUR 400.000 with a 5% annual interest and a 10-year term loan of EUR 350.000 with 71/2% annual interest. The latter refinances a Cardano Development BV US$ 400.000 investment in Frontier Clearing Fund Junior, the former two facilities were used to refund employee loans, fund an initial capitalization of Frontclear Management B.V. and fund general business requirements. SHORT-TERM LIABILITIES 31-12-2015 13 Trade creditors Trade creditors
454.273 31-12-2015
14 Liabilities to Stichting Cardano Development Current account Stichting Cardano Development
418.011
31-12-2014
160.099 31-12-2014
475.142
Stichting Cardano Development provided funding to have Cardano Development B.V. achieve her objectives. There have been no agreements made (in writing) in relation to the redemption of this liability as well as interest and other certainties.
24
Cardano Development B.V., Rotterdam
31-12-2015 € 15 Taxes Wage tax Value added tax
133.842 65.821 199.663 31-12-2015 €
16 Other liabilities and accrued expenses Bonus personnel TCX Investment Management Company B.V. Management Fee payables TCX Fund N.V. Interest loan Cardano Holding B.V. Part I, II and III Rent down payments Audit and accounting fee Invoice to be received (EBRD) Net wages Deferred income Private temporary loan Notarycosts Accrual advisory costs Declarations Other Costs Other payables
499.392 157.530 59.484 32.210 35.552 11.455 8.120 7.313 17.250 14.316 842.622
31-12-2014 € 172.451 12.774 185.225 31-12-2014 € 1.153.439 56.845 6.867 2.346 28.250 150.000 2.658 1.613 1.003 55.842 1.458.863
Private temporary loan This loan is provided in December 2014 by the management and employees of Cardano Development B.V. and its subsidiaries. The loan was redeemed in Februari 2015. The loan was 8% interest bearing.
25
Cardano Development B.V., Rotterdam
Contingent liabilities, fiscal unity Cardano Development B.V. is head of the Fiscal Unity for both Value Added Tax as Corporate Income Tax. Cardando Development shares a joint liability for any tax liabilities of the fiscal unity. The fiscal unity for Value Added Tax consists of the following companies as per 1 January 2016: - Cardano Development B.V.; - TCX Investment Management Company B.V.; - Coin-Re B.V.; - Mantis B.V.; - BIX Fund Management B.V. (up to 1 February 2015 and added as per 1 January 2016); - Frontclear Management B.V. (added as per 1 January 2016); - Cardano Development Services B.V. (added as per 1 January 2016). The fiscal unity for Corporate Income Tax consists of the following companies as per 1 January 2016: - Cardano Development B.V.; - TCX Investment Management Company B.V.; - Coin-Re B.V.; - Mantis B.V.; - BIX Fund Management B.V.; - Frontclear Management B.V.; - Cardano Development Services B.V.
Operating rent commitments Cardano Development Services B.V. has an rental contract with KIT for rent of the facilities at Maurtiskade 63, 1092 AD Amsterdam. Yearly rent is approximately € 128.000. The rental contract for TCX Investment Management Company B.V.'s former office (Sarphatikade 14, Amsterdam) will expire on 31 Juli 2016. The yearly office rent amounts to € 93.137, which amounts to a remaining obligation of € 54.330 per 31 December 2015.
26
Cardano Development B.V., Rotterdam
NOTES TO THE COMPANY STATEMENT OF INCOME AND EXPENSES
17 Income Management fee Performance fee (TIM) Subscription fees (OGR) Project JODEA Grant European Bank for Reconstruction and Development Grant Shell Foundation Other income
2015 €
2014 €
5.942.128 1.004.524 669.292 1.017.890 258.799 158.325 21.962 9.072.920
4.278.157 1.582.700 705.783 1.209.135 305.148 296.456 49.287 8.426.666
Management fee TCX Investment Fund B.V. The boards of TCX Investment Fund B.V. agreed to an annual budget. The budget for TCX is payable monthly in advance with reconciliation to actual cost at year end. Management fee Frontclear Management B.V. Annual fund management fees received from the Frontier Clearing Funds are recognized on an accrual basis. The management fee to FCC is based on actual costs incurred and is invoiced to FCC on a monthly basis. The management fee to FCC is recognized in the period it is invoiced. The part of the management fee invoiced relating to activated costs is recognized in the balance sheet and released in accordance with the costs it relates to. At year-end, any costs in the income statement recoverable under the management fee but not yet invoiced to FCC are recognized in the balance sheet as management fee to be invoiced Performance fee The annual performance fee is driven by parameters agreed between the company and the Supervisory Boards and approved by the shareholders. The performance fee for TCX Investment Management Company B.V is accounted for on accrual basis. The performance fee for Frontclear Management B.V. is entirely based on discretionary elemants subject to the approval of the FCC Supervisory Board in 2016 and subsequently no accrual has been includes as per 31 December 2015. Project JODEA Project JODEA income are costs recovered form a Joint Donor Escow Account (via TCX Fund N.V.). The JODEA account is used for projects related to local currency finance with high development potential. Elegible initiatives are presented to TCX's Donor committee for approval prior to implementation. Grants With respect to the grants, there are no conditions remaining and therefor the grants are not recoverable by the European Bank for Reconstruction and Development or Shell Foundation.
27
Cardano Development B.V., Rotterdam
18 Cost of sales Cost of sales
2015 €
2014 €
2.223.314
2.266.140
2015 €
2014 €
3.418.674 15.681 499.323 3.933.678
2.496.541 1.039.047 3.535.588
The cost of sales relate to Service Level Agreements.
19 Wages and salaries Wages and salaries Taxation WKR Bonus personnel (TIM)
Average number of employees 31-12-2015
Cardano Development B.V. TCX Investment Management B.V. Coin-Re B.V. Mantis B.V. Frontclear Management B.V. BIX Fund Management B.V. Cardano Development Services B.V. Total
31-12-2014
1 15 1 1 5 1 2 26 2015 €
20 Social security premiums and pension costs Social security charges
28
169.169
1 16 1 1 1 20 2014 € 120.206
Cardano Development B.V., Rotterdam
2015 € 21 Other staff expenses Third party services Sickness insurance Study and training expenses Moving expenses staff Allowance for travelling and hotel expenses Expense allowance Compensation sickness insurance Other staff expenses
82.753 66.793 51.327 27.171 15.443 2.820 -24.840 32.635 254.102 2015 €
22 Depreciation of tangible fixed assets Computers Office equipment Inventory
29.035 12.507 3.019 44.561 8.975 53.536
Book loss on disposal
23 Other operating expenses Housing expenses Selling expenses Office expenses General expenses Project costs
2014 € 13.780 88.506 2.431 4.294 12.233 26.962 148.206 2014 € 36.546 13.087 49.633 4.742 54.375
2015 €
2014 €
240.908 854.254 651.823 1.306.576 9.011 3.062.572
151.780 689.317 420.467 1.203.912 430.368 2.895.844
The general expenses mainly consists of Advisory fees ad. € 571.970 and insurance premium ad. € 279.069. The project costs in 2014 relate to initatives which are funded by the JODEA account (Frontclear and LivingStone).
29
Cardano Development B.V., Rotterdam
2015 24 Financial income and expense Other interest and similar income Revenues of receivables from fixed assets and securities Interest and similar expenses
2.823 -2.439 -105.279 -104.895
2014
270.577 -488 270.089
In 2014 there was a one-off benefit of € 268.452 due to the release of a repayable grant wich Mantis B.V. owed to TCX Fund N.V.
2015 Interest and similar expenses Interest loans Cardano Holding B.V. FX difference Other interest expenses
2014
90.104 11.841 3.334 105.279
488 488
In 2015 there was a FX difference on the Frontclear loan amounting to € 13.755 which is reported on the FX difference line. 2015 25 Taxation Deferred tax benefit
153.852
30
2014
66.394
Cardano Development B.V., Rotterdam
2015 € 26 Share in result from participations COIN-Re B.V. Mantis B.V. Cardano Development Depositary B.V.
-40.425 -40.425
2014 € -180.157 -24.405 -204.562
The result from participations in 2015 relates to a liquidation loss of Cardano Development Depositary B.V, which was liquidated on 29 December 2015. The result from participations in 2014 relate to differences between the valuation of the subsidiairy in the stand alone annual account and the consolidated annual account.
31
Cardano Development B.V., Rotterdam
Related party transactions Related party transactions are transfers of resources, services or obligations between related parties and Cardano Development B.V., regardless of whether a price has been charged. The transactions are at arm's length. Parties are considered to be related if one party has the ability to control the orther party or exercise significant influence over the orther party in making financial or operational decisions or is part of key management of Cardano Development B.V. Stichting Cardano Development Stichting Cardano Development is the single shareholder of Cardano Development B.V. Stichting Cardano Development has paid a share premium of EUR 1.200.000 on its single share of EUR 1. Stichting Cardano Development provides funding to Cardano Development B.V. to have Cardano Development achieve her objectives. The funding is provided as a current account. TCX Investment Management B.V. Cardano Development B.V. is the single shareholder of TCX Investment Management B.V. Cardano Development B.V. has paid a share premium of EUR 1.200.000. FCC Cardano Development B.V. is the single shareholder of Frontclear Management B.V. who is the single share holder of FCC. The loan, originally amouting to US$ 400.000 was granted to Frontier Clearing Fund Junior. The market value at 31 December 2015 is € 368.480 (US$ 399.751). Private temporary loan This loan is provided in December 2014 by the management and employees of Cardano Development B.V. and its subsidiaries. The loan was redeemed in Februari 2015. The loan was 8% interest bearing. The interest paid amounts to € 2.439. Cardano Holding B.V. In 2015 Cardano Holding B.V. granted 3 loans, in total € 1.600.000.
32
COMPANY FINANCIAL STATEMENTS
33
Cardano Development B.V., Rotterdam
COMPANY BALANCE SHEET AS AT 31 DECEMBER 2015 Before result appropriation 31 December 2015 € €
31 December 2014 € €
ASSETS FIXED ASSETS Tangible fixed assets Other office equipment Financial fixed assets Participations in group companies Deferred tax assets Frontier Clearing Fund Junior Loan
-
2.639
27
2.453.446 171.487 366.708
1.038.834 38.285
2.991.641
1.077.119
CURRENT ASSETS Receivables Trade debtors 28 Receivables from group companies 29 Taxes Other receivables and prepaid expenses
Cash and cash equivalents
6.306 224.675 25.248 17.445
30
34
43.580 27.380 67.155 273.674
138.115
15.585
61.965
3.283.539
1.277.199
Cardano Development B.V., Rotterdam
31 December 2014 € €
31 December 2015 € € LIABILITIES Shareholders equity Issued share capital Share premium reserve General reserve Result for the year
31 32 33
18.000 935.307 -461.772
18.000 1.200.000 473.535 -614.920 1.076.615
491.535
98.484
Provisions Other provisions
34
-
Long-term liabilities Subordinated loans
35
1.600.000
Short-term liabilities Trade creditors Liabilities to group companies Liabilities to Stichting Cardano Development Taxes Other liabilities and accrued expenses
36 37 38
24.224 7.539
15.273 1
418.011 72.416 84.734
475.142 19.860 176.904
35
606.924
687.180
3.283.539
1.277.199
Cardano Development B.V., Rotterdam
COMPANY STATEMENT OF INCOME AND EXPENSES FOR THE YEAR 2015
2014
2015 € Income Personnel expenses Depreciation of tangible fixed assets Other operating expenses Total operating expenses
Operating result Financial income and expense
€
€ 25.000
39 40 41
185.114
29.129 153 208.984
42
Result from operational activities before taxation Taxation
Share in result from participations
€
43
Net result after taxes
36
121.492 238.266
306.606
-238.266 -103.968
-281.606 -1.009
-342.234 128.904
-282.615 75.141
-213.330 -401.590
-207.474 -254.298
-614.920
-461.772
Cardano Development B.V., Rotterdam
NOTES TO THE COMPANY FINANCIAL STATEMENTS OF THE ANNUAL REPORT
General Comparative figures The classification of comparative figures for the previous financial year has only been adjusted, where applicable, for the purpose of comparison and legibility. Regarding the subsidiaries, the management decided to change the way the subsidiaries should be treated. As a consequence, the comparative figures of subsidiaries, current accounts with subsidiaries and provisions for subsidiaries have been changed. The adjustments did not have any impact on result or shareholders' equity. The adjustments made in the comparative figures are as follows: Entity Audited current Setting off negative account prior year Equity 2014 COIN-Re B.V. 565.559 650.904 BIX Fund Management B.V. 89.612 102.751 Frontclear Management B.V. 176 77
Comparative figures 2014
99
The current account cannot be negative as a consequence of setting off the negative equity against the current account. Therefor the comparative figures are nil. Entity COIN-Re B.V. BIX Fund Management B.V. Frontclear Management B.V.
Audited amounts subsidiaries prior year (650.904) (102.751) (77)
Setting off current account 2014
Comparative figures 2014
565.559 89.612 176
(85.345) (13.139) 1
As the current account exceeds the negative equity of Frontclear Management B.V, the participation is valued at € 1, the nominal value of the share capital.
37
Cardano Development B.V., Rotterdam
Accounting policies in respect of the valuation of assets and liabilities Financial fixed assets The group company subsidiaries are valued at net equity value. The financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code and the firm pronouncements in the Guidelines for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board. Financial assets are initially measured at the fair value of the identifiable assets and liabilities upon acquisition. Any subsequent valuation is based on the accounting policies that apply to these financial statements, taking into account the initial valuation. If an asset qualifies as impaired, it is measured at its impaired value; any write-offs are disclosed in the income statement. If Cardano Development is not liable for debts and liabilities fo the subsidiary, the minimum valuation of a subsidiary will be nil in case of a negative share holders' equity. Accounting policies in respect of result determination Result from participations in group companies Where significant influence is exercised over participations, the group's share in the participations' result is included in the consolidated statement of income and expenses. Result from participation actually includes losses on discontinued operations.
38
Cardano Development B.V., Rotterdam
NOTES TO THE COMPANY BALANCE SHEET Financial fixed assets Register of participations Share in issued capital in % COIN-Re B.V., at Rotterdam TCX Investment Management Company B.V., at Amsterdam Mantis B.V., at Amsterdam BIX Fund Management B.V., at Amsterdam Frontclear Management B.V., at Amsterdam Cardano Development Services B.V., at Amsterdam CD DGGF B.V., at Rotterdam Dutch Good Growth Fund Holding B.V., at Rotterdam Dutch Good Growth Fund Managers B.V., at Rotterdam
100,00 100,00 100,00 100,00 100,00 100,00 100,00 100,00 100,00 31-12-2015 €
27 Participations in group companies TCX Investment Management Company B.V. Frontclear Management B.V. Mantis B.V. Cardano Development Services B.V. Cardano Development Depositary B.V. CD DGGF B.V. COIN-Re B.V. BIX Fund Management B.V.
2.230.468 199.527 23.447 1 1 1 1 2.453.446
39
31-12-2014 € 845.759 1 78.162 114.909 3 1.038.834
Cardano Development B.V., Rotterdam
CURRENT ASSETS Receivables 31-12-2015 28 Receivables from group companies Current account COIN-Re B.V. Current account BIX Fund Management B.V. Current account TCX Investment Management Company B.V. Current account Cardano Development Services B.V. Current account Frontclear Management B.V. Current account CD DGGF B.V. Current account Mantis B.V.
13.001 15.908 130.536 49.917 15.311 2 224.675
31-12-2014
32.224 99 11.257 43.580
Concerning the current accounts of the above mentioned group companies, no agreements are made (in writing) in relation to the redemption of this receivable as well as interest and other certainties. Due to negative equity of COIN-Re B.V., BIX Fund Management B.V. Cardano Development Services B.V. and CD DGGF B.V. provions were made on the current accounts equal to the negative equity of the participations. The nominal value of the current accounts amount to: € 1.073.152 - COIN-Re B.V. € 373.492 - BIX Fund Management B.V. - Cardano Development Services B.V. € 80.796 254 - CD DGGF B.V. € 31-12-2015 29 Taxes Corporate income tax
25.248 31-12-2015
30 Cash and cash equivalents Cash Rabobank, current accounts
15.585 15.585
40
31-12-2014
27.380 31-12-2014
1 61.964 61.965
Cardano Development B.V., Rotterdam
SHAREHOLDERS' EQUITY 3/ Issued share capital The authorized share capital amounts to € 90,000 and consists of 90,000 ordinary shares of € 1. At 31 December 2015, 18,000 ordinary shares have been issued and fully paid and this has not changed compared to 31 December 2014.
2015 32 Share premium reserve Balance as at 1 January Share premium in financial year Balance as at 31 December
2014
1.200.000 1.200.000
Stichting Cardano Development (the company's 100% owner) provided the Company with a share premium contribution in 2015 ad. € 1,2 million, used for capitalization of its subsidiary TCX Investment Management Fund B.V. 2015 33 General reserve Balance as at 1 January Appropriated of result Balance as at 31 December
935.307 -461.772 473.535
2014
529.858 405.449 935.307
PROVISIONS
31-12-2015
31-12-2014
34 Other provisions
98.484
Provision participations 31-12-2015 Provision participations COIN-Re B.V. BIX Fund Management B.V.
31-12-2014
85.345 13.139 98.484
35 Subordinated loans
For details see the notes to the consolidated balance sheet.
41
Cardano Development B.V., Rotterdam
31-12-2015 € 36 Liabilities to group companies Current account Mantis B.V. Current account Cardano Development Depositary B.V.
31-12-2014 €
_
7.539 -
1 1
7.539 This is a liability to Mantis B.V. There have been no agreements made (in writing) in relation to the redemption of this liability as well as interest and other certainties. 31-12-2015 € 37 Liabilities to Stichting Cardano Development Current account Stichting Cardano Development
418.011
31-12-2014 € 475.142
Stichting Cardano Development provided funding to have Cardano Development B.V. achieve her objectives. There have been no agreements made (in writing) in relation to the redemption of this liability as well as interest and other certainties. 31-12-2015 € 38 Taxes Value added tax Wage tax
65.822 6.594 72.416
42
31-12-2014 € 14.694 5.166 19.860
Cardano Development B.V., Rotterdam
Off-balance-sheet rights, obligations and arrangements Contingent liabilities, fiscal unity Cardano Development B.V. is head of the Fiscal Unity for both Value Added Tax as Corporate Income Tax. Cardando Development shares a joint liability for any tax liabilities of the fiscal unity. The fiscal unity for Value Added Tax consists of the following companies as per 1 January 2016: - Cardano Development B.V.; - TCX Investment Management Company B.V.; - Coin-Re B.V.; - Mantis B.V.; - BIX Fund Management B.V. (up to 1 February 2015 and added as per 1 January 2016); - Frontclear Management B.V. (added as per 1 January 2016); - Cardano Development Services B.V. (added as per 1 January 2016). The fiscal unity for Corporate Income Tax consists of the following companies as per 1 January 2016: - Cardano Development B.V.; - TCX Investment Management Company B.V.; - Coin-Re B.V.; - Mantis B.V.; - BIX Fund Management B.V.; - Frontclear Management B.V.; - Cardano Development Services B.V.
43
Cardano Development B.V., Rotterdam
NOTES TO THE COMPANY STATEMENT OF INCOME AND EXPENSES 2014 €
2015 € 39 Personnel expenses Wages and salaries Social security premiums and pension costs Other staff expenses
10.646 10.057 8.426 29.129
2014 €
2015 € Wages and salaries Wages and salaries Rechargeable salary costs
171.750 9.589 3.775 185.114
170.646 -160.000 10.646
171.750 171.750
The rechargeable salary costs refer to salary costs of the management which are charged to Cardano Development Services B.V. Cardano Development Services B.V. entered into SLA with subsidiairies of Cardano Development B.V. Average number of employees Total in FTE
1
1 2014 €
2015 € 40 Depreciation of tangible fixed assets Inventory
_
153 2015 €
41 Other operating expenses Housing expenses Selling expenses Office expenses General expenses
12.000 26.967 27.585 142.432 208.984
44
2014 €
14.913 7.272 99.307 121.492
Cardano Development B.V., Rotterdam
2015 42 Financial income and expense Revenues of receivables from fixed assets and securities Other interest and similar income Interest and similar expenses
-2.439 416 -101.945 -103.968 2015
Interest and similar expenses Interest loans Cardano Holding B.V. FX difference Other interest expenses
2014
-1.009 -1.009 2014
90.104 11.841 101.945
1.009 1.009
In 2015 there was a FX difference on the frontclear loan amounting to € 13.755 which is reported on the FX difference line. 2015 Interest loans Cardano Holding B.V. Interest loan Cardano Holding B.V Part I Interest loan Cardano Holding B.V Part II Interest loan Cardano Holding B.V Part Ill
2014
50.697 17.041 22.366 90.104 2015
43 Share in result from participations TCX Investment Management Company B.V. Dutch Good Growth Fund Holding B.V. Frontclear Management B.V. Cardano Development Services B.V. Cardano Development Depositary B.V. Mantis B.V. BIX Fund Management B.V. COIN-Re B.V.
389.155 -253 -396 -30.879 -40.425 -54.715 -254.831 -409.246 -401.590
45
2014
418.867 -78 2.409 78.161 -102.752 -650.905 -254.298
Cardano Development B.V., Rotterdam
OTHER INFORMATION
46
Cardano Development B.V., Rotterdam
Profits and reserves Article 19: 1. The General Meeting is authorized to allocate the profits as determined by the adoption of the annual accounts and to declare distributions. 2. A resolution to make distribution on Shares will have no effect for as long as the Management Board has not granted its approval thereto. 3. Distributions on Shares may be made only up to an amount which does not exceed the amount of the Distributable Equity. 4. Distributions may only be made up to the amount of the distributable equity. 5. A claim of a Shareholder for payment of a distribution on Shares shall be barred after five years have elapsed. 6. No distributions shall be made on Shares held by the Company in its own capital, unless these Shares have been pledged or a usufruct has been created in these Shares and the authority to collect distributions or the right to receive distributions respectively accrues to the pledgee or the usufructuary respectively. For the computation of distributions, the Shares on which no distributions shall be made pursuant to this article 19.6, shall not be taken into account.
Proposal appropriation of results Based on the results over the year ended 31 December 2015, the Management Board proposes to deducted the loss € 614.920 from the other reserves.
Events after the balance sheet date As of 1 January 2016, BIX Fund Management B.V., Frontclear Management B.V. and Cardano Development Services B.V. are added to the fiscal unity for Corporate Income Tax. On 17 February 2016, the Supervisory Board of The Currency Exchange Fund N.V. has awarded TCX Investment Management Company B.V. (hereafter: TCX) with a Performance Fee being the sum of EUR 1.004.524 and EUR 499.323 in relation to its performance as Fund Manager and Manager in 2015. TCX has invoiced The Currency Exchange Fund N.V. and received EUR 1.004.524 in 2016, further distributed as variable remuneration to its staff members. On 4 March 2016, the Supervisory Board of FCC has awarded FCM with a Performance Fee being the sum of USD 225.270 and EUR 149.440 in relation to its performance as Fund Manager and Manager in 2015. FCM has invoiced FCC and received EUR 149.415 in 2016, further distributed as variable remuneration to its staff members. The amount of USD 225.270 is deferred in accordance with clause 5 of Schedule 2 of the FCC Management Agreement, with payment conditional on FCC achieving operational break-even.
47
Cardano Development B.V., Rotterdam
On 9 May 2016, Local currency guarantee provider GuarantCo Limited has appointed Cardano Development to be its new fund manager, as it looks to grow its portfolio.
Auditor's report of the independent accountant The auditor's report is included on the next page of this annual report.
48
Independent auditor’s report To: the management board of Cardano Development B.V.
Report on the financial statements We have audited the accompanying financial statements 2015 of Cardano Development B.V., Rotterdam, which comprise the consolidated and company balance sheet as at 31 December 2015, the consolidated and company statement of income and expenses and the notes, comprising a summary of the significant accounting policies and other explanatory information. Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the financial statements In our opinion, the financial statements give a true and fair view of the financial position of Cardano Development B.V. as at 31 December 2015 and its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements Pursuant to the legal requirement under section 2:393 sub 5 at e of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the information as required under section 2:392 sub 1 at b-h has been annexed. The Hague, 7 October 2016
Ernst & Young Accountants LLP signed by R.J. Bleijs