Transform your PDFs into Flipbooks and boost your revenue!
Leverage SEO-optimized Flipbooks, powerful backlinks, and multimedia content to professionally showcase your products and significantly increase your reach.
ANNUAL REPORT <strong>2008</strong><br />
Royal Ten Cate<br />
Sustainability. The most natural thing in the world.
MATERIALS THAT MAKE A DIFFERENCE<br />
We want to be known for the difference we make<br />
Our materials are at the cutting edge of<br />
textile technology, chemical technology<br />
and material technology.<br />
Our clear vision, mission and strategy give direction to<br />
the company. The strategy is focused on value chain<br />
management. The <strong>TenCate</strong> business model underpins<br />
the day-to-day structuring, implementation and operationalisation<br />
of the business. Our challenge lies in striking the<br />
ultimate balance between the four cornerstones.<br />
<strong>TenCate</strong> supplied composite material as part of its<br />
sponsorship of the solar-powered Twente One (21) car<br />
produced by the University of Twente.<br />
Every two years, a team of students takes part in the World<br />
Solar Challenge in Australia. This solar race will be held for<br />
the 10th time in October 2009. The Twente solar car will<br />
once again have the starting number 21, Twente One.<br />
Our systems and materials generate<br />
added-value solutions.<br />
© copyright Royal Ten Cate<br />
Our customers make a difference with our<br />
materials and systems. This generates<br />
growth and continuity.<br />
Commercial overview and profile
COMMERCIAL OVERVIEW<br />
as at 1 January 2009<br />
The <strong>TenCate</strong> sectors are subdivided into market groups. Each market group is a cluster of operating companies which co-operate intensively<br />
in research & development, production, marketing and sales.<br />
An overview of the legal entities which make up the company can be found on the inside back cover.<br />
ADVANCED TEXTILES & COMPOSITES SECTOR<br />
PROTECTIVE FABRICS<br />
Protective and safety fabrics for industry,<br />
services, firefighting and defence.<br />
◾ <strong>TenCate</strong> Protective Fabrics Americas<br />
◾ <strong>TenCate</strong> Protective Fabrics EMEA<br />
◾ <strong>TenCate</strong> Protective Fabrics Asia<br />
GEOSYNTHETICS & GRASS SECTOR<br />
GEOSYNTHETICS<br />
Synthetic fabrics, non-wovens and grids<br />
for infrastructure and civil engineering.<br />
◾ <strong>TenCate</strong> Geosynthetics Americas<br />
◾ <strong>TenCate</strong> Geosynthetics EMEA<br />
◾ <strong>TenCate</strong> Geosynthetics Asia<br />
◾ Geofabrics Australasia Pty Ltd,<br />
Australia (joint venture)<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
OUTDOOR FABRICS<br />
Protective fabrics for outdoor applications.<br />
◾ <strong>TenCate</strong> Outdoor Fabrics Europe<br />
INDUSTRIAL FABRICS<br />
Synthetic fabrics, non-wovens and grids for<br />
agriculture and horticulture, the environmental<br />
sector, the construction industry, water<br />
management and recreation.<br />
◾ <strong>TenCate</strong> Industrial Fabrics North America<br />
◾ <strong>TenCate</strong> Industrial Fabrics EMEA<br />
◾ <strong>TenCate</strong> Industrial Fabrics Asia<br />
SPACE & AEROSPACE COMPOSITES<br />
Advanced composites for aerospace and<br />
industrial applications.<br />
◾ <strong>TenCate</strong> Advanced Composites Americas<br />
◾ <strong>TenCate</strong> Advanced Composites Europe<br />
GRASS<br />
Synthetic turf components and systems for<br />
top-flight sports, recreation and landscape<br />
projects.<br />
◾ <strong>TenCate</strong> Grass Americas<br />
◾ <strong>TenCate</strong> Grass EMEA<br />
◾ <strong>TenCate</strong> Grass Asia<br />
◾ Edel Grass, The Netherlands (joint venture)<br />
◾ GreenFields, The Netherlands (participation)<br />
<strong>TenCate</strong> has production sites and sales offices in the following countries (◾): TECHNOLOGIES SECTOR *<br />
INKJET TECHNOLOGY<br />
◾ Xennia Technology Ltd, United Kingdom<br />
Specialist inkjet technology for industrial<br />
applications.<br />
* Consolidated with the figures of the Advanced<br />
Textiles & Composites Sector
ARMOUR COMPOSITES<br />
Advanced composite and ceramic materials for<br />
the protection of police, army, air force, navy and<br />
civilian service personnel, vehicles and vessels.<br />
◾ <strong>TenCate</strong> Advanced Armour Americas<br />
◾ <strong>TenCate</strong> Advanced Armour EMEA<br />
TECHNICAL COMPONENTS/<br />
HOLDING & SERVICES SECTOR<br />
TECHNICAL COMPONENTS<br />
Technical rollers and components, particularly<br />
for printers, copiers, fax machines, postal sorting<br />
machines and ATMs.<br />
◾ <strong>TenCate</strong> Enbi North America<br />
◾ <strong>TenCate</strong> Enbi Europe<br />
◾ <strong>TenCate</strong> Enbi Asia<br />
HOLDING & SERVICES<br />
◾ Koninklijke Ten Cate nv, Netherlands<br />
PROFILE<br />
Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />
company which combines textile technology<br />
with chemical processes in the development<br />
and production of functional materials. Various<br />
market applications have been created around<br />
this technological basis.<br />
<strong>TenCate</strong> occupies leading positions worldwide<br />
in its core markets. Within its strategic core<br />
activities, <strong>TenCate</strong> presents itself as a developer<br />
and producer of materials with distinctive<br />
characteristics. The company structures product<br />
and process development and stimulates<br />
technological innovation in order to maintain<br />
leading market positions. <strong>TenCate</strong> develops<br />
customer-specific solutions jointly with partners<br />
and end-users. The system approach plays a key<br />
role.<br />
Geographic breakdown of sales in <strong>2008</strong><br />
in per cent<br />
◾ By destination<br />
◾ By origin<br />
50<br />
45<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
NETHERLANDS<br />
BELGIUM<br />
GERMANY<br />
AUSTRIA<br />
FRANCE<br />
UK<br />
ITALY<br />
OTHER EUROPE<br />
OTHER EU<br />
SPAIN<br />
MIDDLE EAST<br />
<strong>TenCate</strong> materials are mainly used for:<br />
◾ safety and protection;<br />
◾ space and aerospace;<br />
◾ infrastructure and the environment;<br />
◾ sport and recreation.<br />
<strong>TenCate</strong> employs around 4,500 people worldwide<br />
and strives to operate in an ethically and socially<br />
responsible way. On this basis it encourages<br />
its employees to be enterprising, flexible and<br />
creative, thereby demonstrating its aim of<br />
achieving progress and sustainability for all<br />
stakeholders.<br />
REST OF THE WORLD<br />
ASIA<br />
CENTRAL AND<br />
SOUTH AMERICA<br />
USA + CANADA
Annual Report <strong>2008</strong><br />
Royal Ten Cate<br />
Commercial overview Inside cover<br />
Profile Inside cover<br />
Financial highlights 3<br />
Key developments in <strong>2008</strong> 4<br />
Evaluation of action plans 6<br />
Actions for 2009 8<br />
Vision, mission, strategy and objectives 9<br />
Foreword by the Chairman of the Executive Board 11<br />
The <strong>TenCate</strong> share 13<br />
Sustainability 16<br />
Report of the Supervisory Board 18<br />
Corporate governance 22<br />
The Boards 24<br />
Report of the Executive Board 28<br />
General 28<br />
Financial performance 29<br />
Risk management 33<br />
SWOT analysis 34<br />
Information technology 41<br />
Human resources management 42<br />
Socially responsible enterprise 44<br />
Post balance sheet events 47<br />
Outlook 47<br />
Statement from the Executive Board 48<br />
Sector reports 50<br />
Advanced Textiles & Composites 52<br />
Geosynthetics & Grass 60<br />
Technologies 65<br />
Technical Components / Holding & Services 68<br />
Financial statements <strong>2008</strong> 73<br />
Other information 136<br />
Ten-year summary 140<br />
Operating companies, associated companies and other interests Inside cover<br />
Colophon Outside cover
EBITA AND NET INCOME<br />
in millions of euros<br />
◾ Operating result before amortisation<br />
(EBITA)<br />
◾ Net income *<br />
108<br />
2<br />
96<br />
84<br />
72<br />
60<br />
48<br />
36<br />
24<br />
12<br />
0<br />
2004 2005 2006 2007 <strong>2008</strong><br />
PER SHARE DATA<br />
in euros<br />
◾ Net income *<br />
◾ Dividend<br />
2.7<br />
2.4<br />
2.1<br />
1.8<br />
1.5<br />
1.2<br />
0.9<br />
0.6<br />
0.3<br />
0.0<br />
2004 2005 2006 2007 <strong>2008</strong><br />
* Net income before amortisation and excluding<br />
income from the divestment of operations and<br />
exceptional items.<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
REVENUES PER SECTOR<br />
in millions of euros<br />
◾ Protective Fabrics & Advanced Composites<br />
◾ Geosynthetics & Grass<br />
◾ Technical Components/Holding & Services<br />
540<br />
480<br />
420<br />
360<br />
300<br />
240<br />
180<br />
120<br />
60<br />
0<br />
72<br />
63<br />
54<br />
45<br />
36<br />
27<br />
18<br />
9<br />
0<br />
– 9<br />
2004 2005 2006 2007 <strong>2008</strong><br />
EBITA PER SECTOR<br />
in millions of euros<br />
◾ Protective Fabrics & Advanced Composites<br />
◾ Geosynthetics & Grass<br />
◾ Technical Components/Holding & Services<br />
2004 2005 2006 2007 <strong>2008</strong>
Financial highlights<br />
in millions of euros, unless stated otherwise<br />
PROFIT AND LOSS ACCOUNT <strong>2008</strong> 2007<br />
Revenues 1,032.6 886.0<br />
Operating income before depreciation and amortisation (EBITDA) 126.1 102.1<br />
Operating result before amortisation (EBITA) 95.4 73.0<br />
Operating income before amortisation as % of revenues (EBITA margin) 9.2% 8.2%<br />
Operating result (EBIT) 83.8 69.4<br />
Net income<br />
Net income before amortisation and excluding result of divestment of<br />
51.1 46.4<br />
operations and exceptional items (cash earnings) 62.7 46.6<br />
CONSOLIDATED BALANCE SHEET AND RETURN<br />
Net capital employed (year-end) 746.6 585.0<br />
Return on net average capital employed 13.4% 13.1%<br />
Net interest bearing debt (year-end) 331.1 230.4<br />
CONSOLIDATED CASH FLOW<br />
Cash flow from operating activities 48.7 27.8<br />
Investments less divestments of fixed assets – 35.2 – 51.8<br />
Free cash flow 13.5 – 24.0<br />
Balance of acquisition / disposal of operating companies and participating interests – 88.1 – 175.1<br />
OUTSTANDING SHARES (X 1,000)<br />
Number of outstanding shares at year-end 23,967 23,556<br />
Weighted average number of outstanding shares (before dilution) 23,426 22,797<br />
Weighted average number of outstanding shares (after dilution) 23,495 22,967<br />
PER-SHARE DATA<br />
Net income<br />
Net income before amortisation and excluding result from divested operations<br />
2.18 2.04<br />
and exceptional items (cash earnings) 2.68 2.04<br />
Diluted net income 2.17 2.02<br />
Diluted cash earnings 2.67 2.03<br />
Dividend per share 0.85 0.80<br />
Equity 15.31 13.16<br />
EMPLOYEES<br />
Number of staff years at year-end 4,437 4,020<br />
– of which in the Netherlands 931 975<br />
Royal Ten Cate Annual Report <strong>2008</strong> 3
Key developments in <strong>2008</strong><br />
◾ <strong>TenCate</strong> exceeded the €1 billion revenue<br />
level in <strong>2008</strong>, a milestone which was<br />
forecast earlier in the year. During the<br />
reporting year, <strong>TenCate</strong> was relatively<br />
unaffected by the imminent economic crisis.<br />
Revenue growth amounted to 17%,<br />
including 5% on an organic basis.<br />
◾ EBITA increased by 31% to €95.4 million.<br />
Acquisitions contributed 36% to the<br />
growth. An important positive contribution<br />
was made by the fast-growing revenues<br />
in the defence market. The<br />
Geosynthetics & Grass sector also<br />
showed a good performance, under difficult<br />
external conditions.<br />
◾ The EBITA margin increased by one percentage<br />
point to 9.2%. The growth in<br />
margins took place in both the Advanced<br />
Textiles & Composites sector and the<br />
Geosynthetics & Grass sector.<br />
◾ The cash earnings (net income before<br />
amortisation and excluding the result on<br />
the divestment of operations and exceptional<br />
items) increased from €46.6 million<br />
to €62.7 million (+35%).<br />
4<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
◾ Very major developments again took place<br />
in the field of fire-resistant materials for<br />
the US army (including <strong>TenCate</strong><br />
Defender M). <strong>TenCate</strong> Defender M is<br />
the standard for the protective fabric<br />
used in US Army uniforms for combat<br />
units. <strong>TenCate</strong> has developed a product<br />
portfolio in the field of fire-resistant products<br />
with a wide range of potential applications<br />
for the army, air force and navy.<br />
◾ With the acquisition of Xennia Technology<br />
Ltd., <strong>TenCate</strong> took an important step in<br />
the field of inkjet applications for industrial<br />
markets. Its focus is on achieving a<br />
breakthrough in finishing technology for<br />
the improvement of production processes<br />
(painting, coating, finishing) and the creation<br />
of new functionalities for textile substrates,<br />
as well as a spin-off to other<br />
industrial applications. The first products<br />
based on this technology are being introduced<br />
into the market for protective fabrics.<br />
◾ Together with Union Textile Public<br />
Company (Thailand), <strong>TenCate</strong> established<br />
a company for safety fabrics for the Asian<br />
market. This is an important step in the<br />
market development of the Asian region.<br />
◾ In mid-<strong>2008</strong> it was decided to implement<br />
an accelerated adaptation in the production<br />
of protective and outdoor fabrics<br />
(Protective Fabrics and Outdoor Fabrics)<br />
at Nijverdal (Netherlands), in order to provide<br />
greater focus. This adaptation is<br />
aimed at concentrating two plants at one<br />
site.<br />
◾ The aircraft industry was sluggish in the<br />
fourth quarter. The reduction of inventory<br />
positions in the supply chain resulted in<br />
lower quarterly revenues in this market<br />
segment towards the end of the financial<br />
year, particularly in Europe. The trend in<br />
the market nevertheless remains positive<br />
for aviation composites. There is an<br />
underlying increase in the use of lightweight<br />
materials in order to replace aluminium.
◾ In the market for aerospace composites<br />
and armour composites, the companies<br />
YLA / CCS Composites and Composix<br />
were acquired in the United States. As<br />
result, the position in the US market was<br />
considerably strengthened. Composix in<br />
particular made a strong contribution<br />
through its involvement in large-scale US<br />
vehicle programmes (Stryker Light Armour<br />
Vehicles and MRAP vehicles).<br />
◾ The Grass market group took a further<br />
step in its strategy of end user marketing<br />
in May <strong>2008</strong>. Together with Oranjewoud,<br />
the company Edel Grass was acquired.<br />
The acquisition is mainly of importance<br />
for co-operation within the chain, in order<br />
to guarantee the quality of technical<br />
aspects of synthetic turf systems.<br />
◾ The earlier acquisition of Phoenixx TPC<br />
enabled <strong>TenCate</strong> to bring the UD (unidirectional)<br />
technology in house. This technology<br />
is complementary to the existing<br />
production processes for space and aviation<br />
composites (<strong>TenCate</strong> Cetex®). During<br />
the reporting year, qualification processes<br />
were set initiated for future applications<br />
in the aviation sector, and production<br />
capacity was expanded. In addition,<br />
a co-operation agreement was signed<br />
with Airborne Composite Tubulars for<br />
applications in tubular systems for oil and<br />
gas extraction.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 5
Evaluation of action plans<br />
Evaluation of action plans for <strong>2008</strong> which<br />
were announced in the 2007 annual report.<br />
◾ Consolidation and integration of strategic<br />
acquisitions<br />
The companies acquired in 2007 and <strong>2008</strong><br />
have been fully integrated within the<br />
worldwide <strong>TenCate</strong> organisation. <strong>TenCate</strong><br />
strives to achieve market leadership and<br />
chain management within a worldwide<br />
value chain (value chain management).<br />
The full or partial acquisitions of participating<br />
interests in synthetic turf companies<br />
form part of the business model<br />
(end-user marketing section), which is<br />
derived from the <strong>TenCate</strong> strategy. The<br />
aim is increasingly to achieve a system<br />
approach based on optimum performance<br />
during the economic life of synthetic turf<br />
sport pitches. These marketing organisations<br />
retain their own identity and brand<br />
structure.<br />
Xennia, as a technology investment, is<br />
not an integrated <strong>TenCate</strong> company,<br />
as the technology is also used outside the<br />
strategic market area. Xennia does nevertheless<br />
use specific expertise which is<br />
available within <strong>TenCate</strong>. Intensive<br />
technological harmonisation takes place<br />
in various sub-areas.<br />
6<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
◾ Further implementation of the policy in<br />
the Grass group of raising quality of synthetic<br />
turf systems and increasing delivery<br />
reliability through process control and<br />
redefinition of the product portfolio<br />
Within the Grass group, further progress<br />
was made in implementing the strategy<br />
of end-user marketing and entering into<br />
joint ventures with commercial customers.<br />
Good progress was also made with<br />
product and system development.<br />
Strategic partners develop and implement<br />
synthetic turf systems jointly with<br />
<strong>TenCate</strong>. The mutual relationship between<br />
the various functional components results<br />
in a sustainable, high-quality end-product.<br />
A good example of this approach is the<br />
new football pitch (FIFA Two Star<br />
Recommended) at Heracles Almelo, which<br />
is performing well in the top-flight competition<br />
in the Netherlands. In the course<br />
of <strong>2008</strong>, the product portfolio and logistics<br />
were streamlined. That led to less<br />
idle time for machines and greater efficiency<br />
with larger production runs.<br />
◾ Further development of digital textile<br />
finishing<br />
A 75% interest in Xennia was acquired at<br />
the beginning of <strong>2008</strong>. This can be viewed<br />
as a technology investment. The joint<br />
developments by <strong>TenCate</strong> and Xennia can<br />
bring about a major change in <strong>TenCate</strong>’s<br />
production methods. The first successes<br />
were achieved in <strong>2008</strong> with the wearresistant<br />
coating or printing of ceramic<br />
tiles. The coating of textile substrates is<br />
a derivative of this. In the course of 2009,<br />
this will be started on a laboratory scale<br />
and trials will be carried out in the market.<br />
This technology creates considerable<br />
cost benefits for <strong>TenCate</strong> and will lead to<br />
a substantial saving of environmental<br />
costs and energy consumption.<br />
◾ Controlling growth of working capital<br />
The importance of a strict liquidity policy<br />
was already appreciated in 2007. In view<br />
of the developments in the second half of<br />
<strong>2008</strong> and in particular in the fourth quarter,<br />
this is now even more significant than<br />
in the previous year. A number of business<br />
units fell short of the internal targets<br />
were not met, partly because customers<br />
were reluctant to take up<br />
inventories before the year-end.
◾ Combination of purchase flows<br />
Global sourcing was carried out successfully<br />
in a number of areas. As a global<br />
player in niche markets, in which it usually<br />
operates as a market leader, <strong>TenCate</strong><br />
seeks to avoid regional price differences.<br />
The company therefore aims where<br />
possible to operate a global account for<br />
suppliers, partly based on sale volumes<br />
and a usually broad sale of products.<br />
<strong>TenCate</strong> increasingly sees purchasing as<br />
a tactical and strategic operation which<br />
is co-ordinated worldwide.<br />
◾ Organisational development and management<br />
competences<br />
Specific competences of the existing and<br />
potential management are developed,<br />
partly through the <strong>TenCate</strong> Active programme.<br />
At the end of <strong>2008</strong>, preparations<br />
were begun for the company-wide <strong>TenCate</strong><br />
Talent programme, which will focus worldwide<br />
on the development of young talent<br />
within <strong>TenCate</strong>. Finally, the development<br />
of the new senior structure of <strong>TenCate</strong><br />
effectively anticipates the required competences<br />
of the senior management, such<br />
as the Global Group Directors. Where<br />
applicable, the content of the management<br />
profiles was amended.<br />
◾ Establishment of the global active directory<br />
The IT organisation for corporate applications<br />
has been strengthened. Good<br />
progress was also made with the global<br />
roll-out of <strong>TenCate</strong>’s worldwide network<br />
(global active directory). The ERP implementation<br />
at <strong>TenCate</strong> Protective Fabrics<br />
North America was completed. A new<br />
ERP package was implemented at the<br />
new <strong>TenCate</strong> Geosynthetics plant in<br />
Zhuhai (China), which matches that used<br />
by the other Asian companies within<br />
<strong>TenCate</strong> Geosynthetics.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 7
Actions for 2009<br />
◾ The global economy is experiencing difficult<br />
times in 2009. There can be no expectation<br />
in the near term of a recovery in<br />
the financial markets or of a return to<br />
optimum operation in the financial system.<br />
<strong>TenCate</strong>’s financial policy is focused<br />
primarily on optimising cash flow in order<br />
to reduce bank debt.<br />
The entire company will also place great<br />
emphasis on cost control.<br />
The current market can give rise to attractive<br />
growth opportunities. <strong>TenCate</strong> aims<br />
to continue the buy & build policy. The<br />
structural financial objectives have been<br />
formulated in such a way that they are<br />
well within the covenants set by the<br />
banks.<br />
◾ Following the successful introduction of<br />
<strong>TenCate</strong> Defender M in the US armed<br />
forces, the product portfolio in the field of<br />
fire-resistant protection will be further<br />
expanded, and new geographic markets<br />
will also be developed. The first armed<br />
forces orders are expected from outside<br />
the United States in 2009.<br />
◾ <strong>TenCate</strong> will assess the enabling technologies<br />
on the basis of which new productmarket-technology<br />
combinations can arise<br />
in the future. To this end, <strong>TenCate</strong> is part<br />
8<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
of European development programmes, in<br />
which it will play an active role.<br />
◾ New possibilities can arise by establishing<br />
a link between materials and sensors.<br />
Examples of this development within<br />
Geosynthetics are <strong>TenCate</strong> Geodetect ®<br />
and <strong>TenCate</strong> Hydrodetect®. <strong>TenCate</strong> will<br />
develop markets in this area in close cooperation<br />
with a technology partner who<br />
has been involved in the development of<br />
these products. The first pilot projects,<br />
including the IJkdijk project in the<br />
Netherlands (intelligent dyke construction)<br />
are very promising.<br />
◾ The development of the fourth generation<br />
of synthetic turf is now in a decisive<br />
phase. The aim is to implement the first<br />
pilot project in 2009. The fourth generation<br />
of synthetic turf combines various<br />
essential functions in the upper layer<br />
leading to savings in installation costs.<br />
The replacement of the pitch will also be<br />
easier and therefore cheaper.<br />
◾ <strong>TenCate</strong> will continue entering into strategic<br />
alliances with marketing organisations<br />
in the worldwide synthetic turf market,<br />
in order to achieve optimum<br />
worldwide coverage, with each of the<br />
commercial partners having access to the<br />
most distinctive product portfolio possible.<br />
It will thus be able to occupy a leading<br />
position in the market.<br />
◾ Further expansion of the market position<br />
in Asia. The Asia region – with major<br />
countries such as China and India – is a<br />
growth market for <strong>TenCate</strong>’s functional<br />
materials. Following the start-up of production<br />
of both protective fabrics<br />
(Thailand) and geosynthetic materials<br />
(China), other areas will also be considered,<br />
in order to determine which growth<br />
will be pursued in order to become an<br />
important player in local markets.<br />
◾ For inkjet technology, in addition to technical<br />
textiles, new industrial applications<br />
will be developed in order to achieve continuing<br />
market development and value<br />
creation at Xennia.<br />
◾ In the field of information technology, global<br />
active directory will be further rolled<br />
out.
Vision, mission, strategy and objectives<br />
VISION<br />
<strong>TenCate</strong> develops and produces functional<br />
materials which are distinctive in terms of<br />
their characteristics. These materials make a<br />
positive contribution to progress, particularly<br />
in social areas such as safety and protection,<br />
environmental benefits and savings of energy<br />
costs. Efficiency, logistical and cost advantages<br />
can also be achieved which deliver substantial<br />
savings for users. Technological innovations<br />
are important links in this chain. In<br />
developing and producing new functional<br />
materials, <strong>TenCate</strong> can draw on technological<br />
developments which also take place outside<br />
its core areas.<br />
Textile technology, chemical technology and<br />
material technology can develop into materials<br />
science. This gives rise to new functional<br />
materials to replace the existing materials.<br />
Materials, solutions and systems will be available<br />
for use in existing and new product-market-technology<br />
combinations. On the basis of<br />
their distinctive characteristics, they will<br />
make a positive contribution to the development<br />
and performance in the industries and<br />
markets in which <strong>TenCate</strong> operates.<br />
<strong>TenCate</strong> Business Model<br />
The extent to which demand for such materials<br />
is created – for example by new legislation<br />
and regulations and higher specifications<br />
– determines to a large degree the future<br />
growth of <strong>TenCate</strong>.<br />
MISSION<br />
<strong>TenCate</strong> strives for leadership in growing<br />
markets for functional materials. To that end<br />
the company exploits its broad technological<br />
base, the individual skills of the employees<br />
and a strong – global – position in the value<br />
chain. By developing (system) solutions,<br />
<strong>TenCate</strong> achieves progress in the market sectors<br />
in which the company operates. The<br />
added value for customers and end-users<br />
results in more highly rated products and<br />
profitable growth for the company. That also<br />
creates value for shareholders.<br />
<strong>TenCate</strong> strives for an internal culture based<br />
on professionalism, openness, efficiency,<br />
enthusiasm and respect. The core values of<br />
the company are based on entrepreneurship,<br />
innovative capability and a focus on results.<br />
Our clear vision, mission and strategy set the course for the corporation. The strategy focuses on value chain management.<br />
In day-to-day practice, the <strong>TenCate</strong> business model is used as the basis for structuring, implementing and operationalising the<br />
business. Our challenge resides in finding the ultimate balance between the four cornerstones.<br />
© Business Model Royal <strong>TenCate</strong>.<br />
STRATEGY<br />
<strong>TenCate</strong> has pursued a growth strategy (buy<br />
& build) in recent years in order to secure<br />
strong positions worldwide in the company’s<br />
core markets. The strategy is implemented on<br />
the basis of <strong>TenCate</strong>’s value chain management<br />
model. This model is used in structuring,<br />
implementing and operationalising the business.<br />
It is based on the ultimate balance<br />
between the four cornerstones:<br />
◾ cost leadership in combination with<br />
◾ product differentiation, focusing on specific<br />
applications and customer requirements;<br />
◾ end-user marketing and an industrial<br />
brand policy;<br />
◾ technological innovation.<br />
<strong>TenCate</strong> has achieved the necessary critical<br />
mass and strategic coherence by means of a<br />
series of acquisitions which are complementary<br />
to the existing business. This has also<br />
strengthened the technological position and<br />
achieved a healthy cost structure.<br />
The emphasis has also been placed increasing<br />
returns by concentrating on core competencies<br />
and focusing on functional materials with<br />
distinctive characteristics. With the aim of a<br />
Royal Ten Cate Annual Report <strong>2008</strong> 9
alanced portfolio of product-market-technology<br />
combinations, the focus is increasingly on<br />
sufficient new activities. The aim is to use<br />
product development and innovation to generate<br />
at least 15% of revenues from activities<br />
which were developed no more than three<br />
years earlier. This aim is being achieved in the<br />
current revenue breakdown.<br />
QUALITATIVE STRATEGIC<br />
OBJECTIVES<br />
◾ Creation of shareholder value through<br />
profitable growth based on our knowledge,<br />
skill and internal synergy. In this<br />
way we can fulfil our social responsibilities;<br />
◾ Achievement of critical mass in productmarket-technology<br />
combinations by securing<br />
leading positions in worldwide market<br />
niches;<br />
◾ Achievement of a healthy financial position<br />
with sufficient strength for acquisitions;<br />
◾ Management of a balanced portfolio of<br />
activities, in which product-market-technology<br />
combinations differ in terms of<br />
growth opportunities and risk profile;<br />
10<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
◾ Stimulation of an open, creative and<br />
enterprising culture for progress, change<br />
and renewal;<br />
◾ Management of a commercial organisation<br />
which thinks in terms of (system)<br />
solutions within the overall value chain.<br />
FINANCIAL OBJECTIVES<br />
◾ The net capital employed must generate a<br />
sufficient return. The operating income<br />
before amortisation as a percentage of<br />
average net capital employed (plus accumulated<br />
amortisation) must be at least<br />
15%.<br />
◾ The financial position must be sufficiently<br />
solid. The ratio of net interest-bearing<br />
debt to operating income before depreciation<br />
and amortisation (EBITDA) must be<br />
structurally lower than 2.5;<br />
◾ The long-term growth of cash earnings<br />
per share must be at least 10%;<br />
◾ An appropriate profit margin must be<br />
achieved. The EBITA margin should rise to<br />
at least 10%.
Foreword by the Chairman<br />
of the Executive Board<br />
DEVELOPMENTS<br />
<strong>2008</strong> was a remarkable year in many respects.<br />
On the one hand there was a continuation of<br />
our successful buy & build policy. On the other<br />
hand, there was the impending financial and<br />
then economic crisis, which particularly<br />
affected the end of the year. Another striking<br />
fact was the strong price fluctuation in the<br />
commodity markets, particularly the market<br />
for polyethylene (PE) and polypropylene (PP).<br />
This made it difficult to determine the pricing<br />
policy. As a global player, <strong>TenCate</strong> consequently<br />
had to absorb constant price rises in<br />
the first half of the year. In the fourth quarter<br />
of <strong>2008</strong>, commodity prices fell substantially,<br />
but <strong>TenCate</strong> was barely able to take advantage<br />
of this decline.<br />
Although the second half of the year showed<br />
significantly lower growth in our earnings, net<br />
profit growth for the whole year reached an<br />
entirely acceptable level of +35% (cash earnings).<br />
The growth was therefore in line with<br />
our earlier profit forecast. Overall, <strong>2008</strong> was<br />
a positive year, but it was buoyed strongly by<br />
acquisitions and excellent performances by<br />
our US companies, where revenues are primarily<br />
related to US defence contracts. The<br />
organic growth of consolidated net company<br />
<strong>TenCate</strong> – Union Protective Fabrics Asia<br />
revenues for <strong>2008</strong> amounted to 5%. Although<br />
the economic climate is currently uncertain,<br />
we have achieved a strong strategic positioning<br />
in the past year. As a result, further organic<br />
growth can be achieved.<br />
<strong>TenCate</strong>’s growth potential is also seen by<br />
investors. <strong>TenCate</strong> attracted keen interest<br />
among investors, as is evidenced by the performance<br />
of the share on NYSE Euronext.<br />
Although the stock market climate deteriorated<br />
sharply over the year, the <strong>TenCate</strong> share<br />
fared relatively well.<br />
BUY & BUILD<br />
Over the past decade, <strong>TenCate</strong> has secured<br />
leading positions worldwide in its niche markets.<br />
The acquisitions during the past financial<br />
year have proved to be an excellent supplement<br />
to our product-market-technology<br />
combinations. Each of these new business<br />
units has contributed to the growth and<br />
helped achieve critical mass. That is favourable<br />
for our position in the market and our purchasing<br />
power in the commodities markets. In<br />
the near future this purchasing power will<br />
contribute to the desired further growth in the<br />
EBITA margin.<br />
<strong>TenCate</strong> – Union Protective Fabrics Asia in Thailand was officially opened on 26 September <strong>2008</strong>. The company manufactures<br />
fabrics for work apparel and, in time, will add safety fabrics for the Asian market to its product range. The Asian market for safety<br />
fabrics is developing quickly. Many of <strong>TenCate</strong>’s customers have production facilities there. Delivery via the new company will<br />
result in cost savings and logistical benefits. A global market leader, <strong>TenCate</strong> wants to be actively involved in new developments<br />
in this market and expand its production basis at the local level. The new company will allow <strong>TenCate</strong> to serve the growing Asian<br />
market for functional materials optimally whilst adding value.<br />
We have consolidated our positions by means<br />
of acquisitions (Xennia, Composix, YLA/CCS<br />
Composites and <strong>TenCate</strong> – Union Protective<br />
Fabrics), a joint venture (Edel Grass) and a cooperation<br />
agreements (Airborne Composite<br />
Tubulars). These activities must prove their<br />
worth in the years ahead, but they already<br />
directly enhance our strategy. Although we<br />
will continue to focus on growth, attention<br />
will be devoted to the consolidation of our<br />
positions and financial solidity in 2009.<br />
BUSINESS MODEL<br />
The four cornerstones of our unique business<br />
model – technological innovations, end-user<br />
marketing, product differentiation and cost<br />
leadership – offer us opportunities and potential<br />
to address the entire global value chain.<br />
Even when profits are rising strongly, as in<br />
previous years, we continue to pay close<br />
attention to costs. The current economic situation<br />
requires us to do so even more critically.<br />
The cost leadership cornerstone will be implemented<br />
more intensively in the near term.<br />
That was already announced in <strong>2008</strong>, particularly<br />
with regard to the Dutch production<br />
sites. Among other measures, the number of<br />
temporary employees was reduced in the final<br />
quarter of <strong>2008</strong>.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 11
Adjustments were also made to the management<br />
of the company in <strong>2008</strong> (see page 43).<br />
The aim of this was to increase with the<br />
speed of reaction in the market by means of<br />
intercontinental commercial management and<br />
internal co-operation within the groups. This<br />
also strengthens <strong>TenCate</strong>’s positioning as a<br />
company with clear corporate strategy.<br />
Co-operation between the market groups is<br />
essential in order to operate strongly as a<br />
world player in the market and to create new<br />
value by making use of our knowledge and<br />
skills.<br />
STABILISING MEASURES<br />
When the first signals came at the end of<br />
2007, <strong>TenCate</strong> took measures to enable it to<br />
cope as effectively as possible with the<br />
impending crisis. Investment proposals were<br />
already put on ice at the end of that year. The<br />
investment budget for <strong>2008</strong> was set on the<br />
basis of defensive assumptions. That resulted<br />
in a downward adjustment of investment<br />
expenditure for <strong>2008</strong>. Steps were also taken<br />
at the beginning of <strong>2008</strong> to increase and<br />
renew the syndicated bank facility on attractive<br />
terms. Production was deferred at a<br />
number of locations in the fourth quarter with<br />
a view to controlling working capital.<br />
12<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
SUSTAINABILITY<br />
<strong>TenCate</strong>’s business activities take place<br />
against a backdrop of social and ecological<br />
themes, such as security and protection of<br />
people and the environment. We naturally aim<br />
to make economical use of raw materials and<br />
energy. That aim is integrated in our internal<br />
best practices. <strong>TenCate</strong> conducts an active<br />
environmental policy, but nowadays that is<br />
the most natural thing in the world.<br />
Precisely because we anticipate the global<br />
themes and trends referred to above, <strong>TenCate</strong><br />
appears to be less sensitive to the issues of<br />
the day. When we also lead the way with pioneering<br />
(process) technologies which deliver<br />
considerable cost and environmental benefits,<br />
the concept of sustainability adds genuine<br />
value.<br />
Xennia, acquired in <strong>2008</strong>, is a leading specialist<br />
in the area of inkjet technology. This technology<br />
already has shown successes in other<br />
industrial processes.<br />
CONFIDENCE<br />
We have always fulfilled our profit forecasts<br />
in past years. That generates confidence. The<br />
growth of the company over the past year<br />
was made possible in part by the confidence<br />
Innovative tubular systems<br />
which customers place in us and, not least,<br />
the efforts of how employees, for which I<br />
would like to express my gratitude.<br />
More than ever, we realise that the entire global<br />
economy is based on confidence.<br />
Confidence is therefore a keyword for our<br />
activities in 2009. However, confidence<br />
relates not to the past, but to the future.<br />
<strong>TenCate</strong> has the potential to deliver a good<br />
performance, even in difficult times.<br />
L. de Vries<br />
Chairman of the Executive Board<br />
<strong>TenCate</strong> Advanced Composites and Airborne Composite Tubulars have entered into a strategic partnership for the development<br />
and manufacture of tubular systems based on thermoplastic composites. These innovative tubular systems are implemented in the<br />
oil and gas extraction industry and in oil and gas transport. Composite tubulars offer considerable advantages. In addition to sig-<br />
nificant weight savings and a higher relative strength, enabling drilling at greater depths, for instance, they also have a longer<br />
lifespan. Moreover other functionalities, such as sensors, can be built into such composite pipe systems relatively easily. As such,<br />
they allow access to areas that were previously difficult or impossible to reach.
The <strong>TenCate</strong> share<br />
Source: NYSE Euronext<br />
ISIN code: NL 0000375731<br />
Reuters code: NTCN.AS<br />
Bloomberg code: KTC.NA<br />
◾ KTC<br />
◾ AEX<br />
◾ AScX<br />
LISTING<br />
The Royal Ten Cate share is listed on NYSE<br />
Euronext Amsterdam and in <strong>2008</strong> formed part<br />
of the AMX index (<strong>2008</strong> weighting: 2.33%;<br />
indicative 2009 weighting: 2.55%).<br />
A number of Dutch and international banks<br />
and securities houses are actively engaged in<br />
trading in the <strong>TenCate</strong> share, and <strong>TenCate</strong> is<br />
followed by an increasing number of sell-side<br />
analysts.<br />
As at 31 December <strong>2008</strong>, there were<br />
23,966,901 outstanding ordinary shares, each<br />
of a par value of € 2.50. The closing price of<br />
the share at the end of December <strong>2008</strong> was<br />
€ 16.05.<br />
140<br />
130<br />
120<br />
110<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
INVESTOR RELATIONS POLICY<br />
<strong>TenCate</strong> has a broad international institutional<br />
shareholder base. Regular, direct contact is<br />
maintained with the investors market.<br />
The company once again took major strategic<br />
steps in <strong>2008</strong>. Against this background, and<br />
as a result of the turbulence in the financial<br />
markets, frequent contact was maintained<br />
with our financial stakeholders.<br />
This policy contributed to the relatively good<br />
performance of the <strong>TenCate</strong> share. We succeeded<br />
in attracting a reliable core of stable<br />
institutional investors with a long-term focus.<br />
The geographic spread was largely<br />
unchanged. Investors are concentrated in the<br />
United Kingdom and the United States.<br />
Interest is aroused by the strong commercial<br />
developments in the United States, mainly<br />
with regard to defence contracts.<br />
<strong>TenCate</strong>’s concentration on global themes<br />
such as water management, the environment,<br />
protection and energy saving also creates<br />
interest among sustainable (SRI) investment<br />
funds.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 13
COMMUNICATION POLICY<br />
<strong>TenCate</strong> strives for a transparent communication<br />
policy. Nevertheless, the quality of the<br />
quarterly reporting will be raised, to reflect<br />
the seasonal character of certain activities<br />
and the project-based character of defence<br />
contracts in particular. In the current form,<br />
the detailed quarterly financial reports provide<br />
have only limited comparative and predictive<br />
value for stakeholders. Starting in<br />
2009, <strong>TenCate</strong> will therefore send out trading<br />
updates setting out the main points of the<br />
company’s current performance. The full- and<br />
half-year figures meet the requirements of the<br />
new European transparency directive.<br />
In <strong>TenCate</strong>’s positioning, it is important to<br />
draw attention to the identity of the company<br />
as a whole. It is more than the sum of the<br />
parts. Our strength lies in the common striving<br />
for market leadership in both the technological<br />
and commercial spheres. In addition, a<br />
strong position can be secured in global value<br />
chains. Our model for value chain management<br />
is based on a business model that has<br />
proved its worth in past years.<br />
DIVIDEND POLICY<br />
<strong>TenCate</strong> operates in sustainable growth markets.<br />
As stated in previous annual report,<br />
<strong>TenCate</strong> expects to realise growth in its strategic<br />
key markets in the years to come.<br />
In order to finance such growth, <strong>TenCate</strong> aims<br />
to achieve internal funding to the greatest<br />
14<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
possible extent whilst retaining a sound financial<br />
basis.<br />
In view of the development of the world economy,<br />
the company pursued a cautious investment<br />
policy and implemented a number of<br />
cost cutting measures early on in <strong>2008</strong>. In<br />
2009, <strong>TenCate</strong> pursues a financial policy that<br />
focuses primarily on debt reduction.<br />
A consistent dividend policy is pursued, which<br />
is based on a 40% payout ratio. Shareholders<br />
are offered a choice of cash or shares charged<br />
to the share premium reserve.<br />
In view of the growth trend of <strong>TenCate</strong> shares,<br />
over 50% of the shareholders have consistently<br />
opted for a stock dividend in recent<br />
years. Over the past few years, the buy &<br />
build strategy resulted in a significant growth<br />
of profit per share.<br />
In view of the above, it is proposed to set the<br />
dividend in respect of <strong>2008</strong> at € 0.85 per<br />
€ 2.50 par value share. Half of the dividend<br />
will be payable in the form of a stock dividend;<br />
the remaining half in cash or stock<br />
dividend according to the shareholder’s<br />
preference. <strong>TenCate</strong> aims to stimulate the<br />
choice for a stock dividend by applying a light<br />
premium to the value of the stock dividend<br />
compared to the cash dividend.<br />
A new slope with geosynthetics<br />
As at 31 December<br />
Number of issued<br />
<strong>2008</strong> 2007<br />
ordinary shares 23,966,901 23,556,158<br />
Par value € 2.50 € 2.50<br />
Highest price € 27.19 € 34.05<br />
Lowest price € 11.60 € 19.92<br />
Closing price<br />
Cash earnings per<br />
€ 16.05 € 21.27<br />
share € 2.68 € 2.04<br />
Dividend per share € 0.85 € 0.80<br />
DISCLOSURE OF MAJOR HOLDINGS<br />
IN LISTED COMPANIES ACT<br />
The register maintained by the Netherlands<br />
Authority for the Financial Markets (AFM) in<br />
connection with the disclosure of major holdings<br />
in listed companies contains details of<br />
the following investors (percentages based<br />
on AFM returns or recent returns by the<br />
respective shareholders):<br />
Date of<br />
disclosure Disclosing shareholder Interest<br />
28.10.08 Allianz Global 4.99%<br />
23.10.08 Kempen Capital<br />
Management 9.90%<br />
08.10.08 Allianz Global Investors 5.04%<br />
22.02.08 Schroders plc 9.70%<br />
Source: Netherlands Authority for the Financial Markets,<br />
situation as at 16 February 2009<br />
Avalanches, falling rock and land slides can damage or obstruct mountain roads. Retaining walls reinforced with <strong>TenCate</strong> geosyn-<br />
thetics offer a solution to repair the damage caused by, and prevent the consequences of, such natural phenomena. The foundation<br />
of the road near Rodlau (Austria), for instance, was being damaged by water drainage. Soil reinforcement was required and the<br />
curve in the road needed to be adapted. Option 1 was building a € 1 million bridge. However, option 2 was selected: constructing a<br />
30 metre slope reinforced with <strong>TenCate</strong> Polyfelt®, which would cost 50% less than the first solution. After building the reinforced<br />
structure, the road was relocated and paved. The slope now looks like a naturally vegetated slope.
Geographic spread of shareholdings<br />
in percentage<br />
◾ The Netherlands<br />
◾ Belgium/Luxembourg<br />
◾ United Kingdom<br />
◾ USA/Canada<br />
◾ Others<br />
◾ Germany<br />
<strong>2008</strong><br />
47%<br />
21%<br />
6%<br />
8%<br />
13%<br />
5%<br />
2007<br />
52%<br />
23%<br />
5%<br />
12%<br />
8%<br />
Changes in the number of outstanding shares<br />
Number of outstanding shares at end of 2007 23,556,158<br />
Issue of shares –<br />
Increase in share capital as a result of stock dividend 410,743<br />
Number of outstanding shares at end of <strong>2008</strong> 23,966,901<br />
In addition to the above institutional investors,<br />
WAM Acquisitions and Aviva plc (Delta<br />
Lloyd) have in the past disclosed interests of<br />
over 5% under the Disclosure of Major<br />
Holdings in Listed Companies Act.<br />
OPTION PLAN, SHAREHOLDINGS<br />
OF PERSONNEL AND EXECUTIVE<br />
BOARD<br />
Details of the option plan for managers and<br />
members of the Executive Board can be found<br />
on page 131 of this report. The shares repurchased<br />
by the company relate to the hedging<br />
of granted options which have become fully<br />
vested. Details of shares and options of the<br />
company held by members of the Executive<br />
Board and Supervisory Board can be found on<br />
page 126 of this report.<br />
Important dates in 2009<br />
Publication of <strong>2008</strong> full-year figures 4 March<br />
Annual General Meeting of Shareholders 9 April<br />
Ex-dividend date 15 April<br />
Record datum for dividend eligibility 17 April<br />
Option period for cash or stock dividend 17 April to 4 May inclusive<br />
Publication of trading update 29 April<br />
Payment of dividend/delivery of shares (stock) 8 May<br />
Publication of half-year figures 2009 26 August<br />
Publication of trading update 28 October<br />
Royal Ten Cate Annual Report <strong>2008</strong> 15
Sustainability<br />
THE MOST NATURAL THING IN<br />
THE WORLD<br />
Sustainability is an inherent quality of<br />
<strong>TenCate</strong>. It is embodied in numerous qualitative<br />
aspects of products, systems, production<br />
process and our social innovation. Every day<br />
of every year. Sustainability as a basis and a<br />
reflection of our striving for continuity.<br />
Within our operational management, sustainability<br />
is the most natural thing in the world.<br />
We believe it is very important that our products<br />
should make an essential contribution to<br />
a better world where safety and protection<br />
are also the most natural thing in the world.<br />
Such functionalities are so essential that this<br />
is considered to be self-evident. There is a<br />
natural demand for these functional characteristics.<br />
<strong>TenCate</strong> therefore has the important<br />
task of setting or following functional trends.<br />
In the production process, <strong>TenCate</strong> focuses<br />
attention on responsible handling of raw<br />
materials, reject reduction, waste reduction<br />
and recycling. Almost all production sites<br />
have been established or certified in accordance<br />
with ISO 9001 and/or ISO 14001 standards.<br />
Environmental legislation and environmental<br />
protection form the foundations. They<br />
are the basis for dealings with suppliers, as<br />
well as customers. <strong>TenCate</strong> is a great advocate<br />
of industry-wide preferably international<br />
16<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
regulations. That creates clarity, keeps relationships<br />
pure and guarantees fair competition.<br />
It underlines <strong>TenCate</strong>’s wish to control<br />
the production process as part of the chain<br />
and make improvements where necessary and<br />
possible.<br />
QUALITATIVE ASPECTS<br />
<strong>TenCate</strong> operates in the field of materials science.<br />
Material characteristics are based on<br />
the choices of raw materials used and the<br />
market’s requirements with regard to use,<br />
sustainability and environmental characteristics,<br />
among other aspects. Safety, protection,<br />
risk control, reduction of environmental<br />
impact and energy saving are the current<br />
themes that are of importance throughout the<br />
world and constantly demand innovative solutions.<br />
<strong>TenCate</strong> aims to play a decisive role in<br />
providing the answers. These can involve full<br />
or partial social, economic, technological and<br />
ecological solutions. They will preferably be<br />
qualitative total solutions which fit in with<br />
the system approach targeted by <strong>TenCate</strong>.<br />
This focus on responsible solutions forms the<br />
basis for our growth, because this growth is<br />
based on worldwide themes. It also limits the<br />
cyclical nature of <strong>TenCate</strong>’s revenues to a certain<br />
extent.<br />
CHAIN MANAGEMENT<br />
Continuity is the common theme in the management<br />
of the chains in which <strong>TenCate</strong> operates.<br />
<strong>TenCate</strong> has the necessary technical<br />
knowledge and international networks that<br />
are of importance in value chain management.<br />
Our approach to value chain management is<br />
distinctive in the industrial world. It is based<br />
on four policy cornerstones: cost control in<br />
combination with product differentiation,<br />
end-user marketing and technological innovation.<br />
The exercising of influence and authority as a<br />
market leader is necessary in order to monitor<br />
and accelerate progress within the various<br />
chains. After all, each chain is ultimately<br />
linked directly to the end users. Changing<br />
demand requires a changing supply and technological<br />
renewal. And hence changing production,<br />
new processes, new choices of raw<br />
materials and adjustments to purchasing from<br />
suppliers.<br />
Such an outlook demands special form of<br />
problem-solving capability. <strong>TenCate</strong> has<br />
proved over many years that it can adapt<br />
effectively to changed circumstances by being<br />
innovative. That requires an unorthodox<br />
entrepreneurial approach. After all, the balanced<br />
combination of the four cornerstones of<br />
our business model is a constant challenge.
In some cases the result is a coincidental –<br />
and subsequently explainable – concurrence<br />
of circumstances. Often it is not. One of the<br />
biggest challenges is to effectively deploy the<br />
knowledge and skills that are available within<br />
the organisation for process and organisational<br />
renewal and technological innovation.<br />
That is part of our culture.<br />
FUNCTIONAL MATERIALS<br />
Innovative technologies contribute to the<br />
emergence of new functional materials. In<br />
some cases this can take place rapidly.<br />
Product design and material use will often<br />
have an unforeseen influence. For example,<br />
who would have thought 20 years ago that<br />
modern aircraft would comprise more than<br />
50% composites, often originating in textilerelated<br />
materials. In this example, composites<br />
now make an important contribution to the<br />
reduction of both the fuel consumption and<br />
noise.<br />
Operation in niche markets for functional<br />
materials underlines the need to indicate<br />
trends and developments clearly in technology<br />
roadmaps. These articulate and represent<br />
the developments in functional materials and<br />
related technologies. A good example is the<br />
Technology Road Map for Personal Protective<br />
Equipment drawn up jointly with the EFSM<br />
(Engineering Fibrous Smart Materials) foundation<br />
in December <strong>2008</strong>.<br />
<strong>TenCate</strong> contributes to these ‘roads to the<br />
future’ in many ways. The network approach<br />
is also central in the many contacts with the<br />
outside world. Relationships with international<br />
research establishments, partners, universities<br />
and government bodies create solid<br />
opportunities for innovation. This approach<br />
guarantees that new directions can be taken<br />
in good time. <strong>TenCate</strong> has demonstrated that<br />
it has a successful model in which it continuously<br />
renews itself by developing technologies<br />
and new processes with which new<br />
paths can be taken. An example is the DigiTex<br />
project, with which inkjet technology is being<br />
developed for industrial applications in the<br />
textile production process.<br />
SYSTEM APPROACH<br />
Functional materials are a decisive component<br />
of an overall system or concept. Each system<br />
consists largely of the functionalities of the<br />
materials, some of which constitute a system<br />
in themselves. Standards form the framework<br />
conditions within which the overall system<br />
operates.<br />
<strong>TenCate</strong> endeavours to apply its system<br />
approach as a common theme in all markets.<br />
Co-operation – from supplier to decision<br />
maker – is necessary at all times for the enduser.<br />
When each component has been harmonised<br />
as fully as possible with the other parts<br />
or components in the system, the most efficient<br />
and effective solution has been found.<br />
IDENTITY AND CULTURE<br />
<strong>TenCate</strong> is a company in which different cultures<br />
come together. In addition to the core<br />
values in the field of environmental protection<br />
and innovation, the corporate culture is based<br />
on integrity and reliability, quality of products,<br />
professionalism of employees and respect for<br />
society.<br />
All employees within <strong>TenCate</strong> have access to<br />
‘10Cate’, which represents the identity of the<br />
company. These ten values are universal<br />
within our company. The customer is at the<br />
centre, and every team is the driving force<br />
behind the corporate culture.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 17
Report of the Supervisory Board<br />
ANNUAL REPORT<br />
We hereby present the <strong>2008</strong> annual report<br />
as prepared by the Executive Board, incorporating<br />
the financial statements. The financial<br />
statements have been audited by KPMG<br />
Accountants NV and were discussed with the<br />
Executive Board on 3 March 2009, in the presence<br />
of the auditor. We are therefore of the<br />
opinion that the annual report fulfils the<br />
transparency requirements and forms a good<br />
basis on which the Supervisory Board can<br />
account for its supervision.<br />
We propose that you accordingly adopt the<br />
financial statements, approve the dividend<br />
proposal and grant discharge to the Executive<br />
Board in respect of its policy and to the<br />
Supervisory Board in respect of its supervision.<br />
SUPERVISION<br />
The Supervisory Board held plenary meetings<br />
with the Executive Board on six occasions in<br />
<strong>2008</strong>, on the basis of a fixed schedule. It also<br />
met independently on several occasions.<br />
In addition, the Board held four supplementary<br />
meetings, on a range of subjects including<br />
proposed acquisitions and their financing.<br />
All members attended the majority of the<br />
meetings.<br />
18<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
During the joint meetings, the Supervisory<br />
Board dealt with subjects such as the budget,<br />
current acquisition projects and the corporate<br />
strategy. The financial results were discussed<br />
in each quarter. In the discussion of the 2007<br />
annual figures and <strong>2008</strong> half-year figures, the<br />
independent auditor reported on his findings.<br />
The Supervisory Board met independently of<br />
the Executive Board to discuss the composition<br />
and performance of the Supervisory<br />
Board and the remuneration and performance<br />
of the Executive Board.<br />
One or two representatives of the Board took<br />
part in four consultative meetings of the<br />
Central Works Council, at which they<br />
appraised themselves of the company’s<br />
affairs.<br />
INDEPENDENCE<br />
All members of the Supervisory Board are<br />
independent within the meaning of the bestpractice<br />
provisions of the Corporate<br />
Governance Code.<br />
No <strong>TenCate</strong> shares or options are held by the<br />
members of the Supervisory Board.<br />
COMPOSITION<br />
In the general meeting of shareholders held<br />
on 3 April <strong>2008</strong>, Mr J.C.M. Hovers was<br />
appointed as a supervisory director and then<br />
elected by the board members as chairman.<br />
Messrs F.A. van Vught and E. ten Cate were<br />
simultaneously reappointed.<br />
At the same meeting, Messrs A.W. Veenman<br />
and C.W. Versteeg retired from the board. We<br />
are grateful to both of them for their commitment<br />
and contribution to the company.<br />
Mr Veenman served as chairman of the<br />
Supervisory Board for 12 years. <strong>TenCate</strong><br />
achieved strong growth under his chairmanship.<br />
His extensive technical and managerial<br />
knowledge and experience were of great<br />
value to the company. The way in which he<br />
managed the Supervisory Board and the consultations<br />
with the Executive Board was stimulating<br />
and inspiring, and contributed to<br />
effective decision-making.<br />
Mr Versteeg served as a member of the<br />
Supervisory Board for eight years. His contribution<br />
was characterised by his involvement<br />
with the human aspect of the company, relations<br />
with employees and consideration of<br />
broad social developments.
SUPERVISORY BOARD COMMITTEES<br />
The Supervisory Board has two committees:<br />
the Financial Committee chaired by<br />
Mr Ten Cate and the combined Remuneration,<br />
Selection and Appointments Committee<br />
chaired by Mr Van Vught. Their task is to analyse<br />
subjects within their specific areas of<br />
knowledge and make preparations for decisions<br />
to be taken in the meeting of the<br />
Supervisory Board.<br />
FINANCIAL COMMITTEE<br />
The entire Financial Committee met on three<br />
occasions in <strong>2008</strong>. The meetings were held to<br />
prepare for the discussion of the 2007 annual<br />
figures and the <strong>2008</strong> half-year figures and a<br />
number of specific subjects.<br />
Matters considered in greater depth included<br />
the internal management and reporting<br />
systems, the tax position, the policy with<br />
regard to audit services, aspects of financial<br />
risk management and the external auditor’s<br />
management letter and the corresponding<br />
follow-up.<br />
REMUNERATION REPORT<br />
No changes were made to the remuneration<br />
policy as set out in detail in the 2005 reporting<br />
year. The rise of the position of CEO of<br />
Royal Ten Cate to the median of Hay level 30<br />
was continued. In view of the continued wide<br />
difference between the current salary level<br />
and the median of Hay level 30, it was decided<br />
in <strong>2008</strong> also to implement an interim rise<br />
towards level 30. The annual salary of Mr L.<br />
de Vries was therefore increased by 10%.<br />
The position of Mr J. Wegstapel as CFO and a<br />
member of the Executive Board was set at<br />
Hay level 26. The fixed basic salary was also<br />
raised by 10% in <strong>2008</strong>.<br />
The remuneration of the Executive Board is<br />
shown in note 56.2 on page 125 of this<br />
report.<br />
VARIABLE REMUNERATION<br />
In <strong>2008</strong> Mr L. de Vries received the maximum<br />
results-linked remuneration in respect of<br />
2007, amounting to 50% of the annual salary,<br />
having comfortably met the specified performance<br />
criteria.<br />
Mr J. Wegstapel received results-linked<br />
remuneration of 30% of annual salary in <strong>2008</strong>,<br />
i.e. 75% of the maximum obtainable. This was<br />
paid pro rata due to his having joined the company<br />
in March 2007.<br />
Almelo, 3 March 2009<br />
Supervisory Board<br />
J.C.M. Hovers, Chairman<br />
P.P.A.I. Deiters, Vice-Chairman<br />
F.A. van Vught<br />
E. ten Cate<br />
Royal Ten Cate Annual Report <strong>2008</strong> 19
SAFETY. THE MOST NATURAL THING IN THE WORLD.<br />
20 ADVANCED ARMOUR<br />
Personal protection. In an increasingly dynamic society, it is about<br />
the safety of people. Whether military or police, they make themselves<br />
vulnerable by protecting civilians.
The threat level determines the choice of stab and bulletproof material,<br />
such as <strong>TenCate</strong> Aresshield for safety vests, which is also used for<br />
antiballistic shields. Composite is a – relatively – light-weight material<br />
that offers maximum multi-threat protection depending on its layer<br />
structure and composition.<br />
Mireille van der Doorn has been a police<br />
officer since graduating from the police<br />
academy in Harlingen in 1992.<br />
At the beginning of her career, she regularly<br />
‘walked the beat’ in uniform. She wore<br />
a bulletproof vest countless times. Mireille,<br />
married and the mother of a daughter,<br />
is now a detective with the Large-scale<br />
Investigation Unit of the Regional Police<br />
Department of Twente. She has specialised<br />
in interrogation methods. Today, she wears<br />
a protective vest primarily during some<br />
on-site investigations.<br />
We would like to thank VTS Politie Nederland.<br />
We would also like to thank Suit Supply Hengelo.
Corporate governance<br />
CORPORATE GOVERNANCE<br />
STRUCTURE<br />
The Supervisory Board and the Executive<br />
Board endorse the main principles of corporate<br />
governance. The few exceptions which<br />
apply within <strong>TenCate</strong> mostly relate to the<br />
nature and size of the organisation. They do<br />
not affect the basic principles of good corporate<br />
management and integrity. No changes<br />
occurred in <strong>2008</strong> with regard to the exceptions<br />
to the best practice provisions stated on<br />
<strong>TenCate</strong>’s corporate website.<br />
With regard to the declaration made by the<br />
Executive Board in the annual report with<br />
regard to the internal risk and control systems,<br />
reference is made to page 33 of this<br />
report.<br />
The corporate governance structure is based<br />
on the voluntary application of the two-tier<br />
board structure. The main elements of this<br />
are:<br />
◾ The financial statements are adopted by<br />
the general meeting of shareholders.<br />
◾ Supervisory directors are appointed by<br />
the general meeting of shareholders on<br />
the basis of nominations by the<br />
Supervisory Board. The profile of the<br />
members of the Supervisory Board is first<br />
22<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
discussed at the general meeting of<br />
shareholders at the time of adoption and<br />
on each subsequent modification.<br />
◾ The general meeting of shareholders and<br />
the works council can recommend persons<br />
to the Supervisory Board for nomination<br />
as supervisory directors.<br />
◾ In the case of one-third of the members of<br />
the Supervisory Board, the Supervisory<br />
Board will in principle place in nomination<br />
the name of a person recommended by<br />
the works council (works council’s reinforced<br />
right of recommendation).<br />
◾ In the event of an outright majority of the<br />
votes, the general meeting of shareholders<br />
representing at least one-third of the<br />
issued share capital may reject the nomination<br />
by the Supervisory Board.<br />
◾ The members of the Executive Board are<br />
appointed by the general meeting of<br />
shareholders on the basis of a binding<br />
nomination by the Supervisory Board.<br />
Personal Protective Equipment<br />
Corporate governance within <strong>TenCate</strong> is<br />
based on the following principles:<br />
◾ Value creation for shareholders<br />
This means making optimum use of the<br />
available resources. In the context of<br />
internal financial control, financial ratios<br />
and metrics are monitored closely. These<br />
reflect the performance in terms of cash<br />
flow generating assets, efficiency, margins<br />
and the return on capital employed.<br />
Consideration is also given to longer-term<br />
continuity. <strong>TenCate</strong> takes account of efficient<br />
use of natural resources and its<br />
social responsibilities.<br />
◾ Quality of the management and appropriate<br />
remuneration<br />
The remuneration policy must make it<br />
possible to attract high-quality management<br />
which is appropriate for the specialised<br />
and multinational character of<br />
<strong>TenCate</strong>. The performance pay structure<br />
must be transparent and focused on key<br />
performance indicators. The Supervisory<br />
Board’s Remuneration Committee is<br />
responsible for developing the remuneration<br />
policy and assessing the performance<br />
criteria for members of the Executive<br />
Board.<br />
Early in December <strong>2008</strong> <strong>TenCate</strong> co-organised the PPE Conference, which is devoted to Personal Protective Equipment. The con-<br />
ference revolved around personal protection (fire brigade, police, emergency services) and focused on protection against high risks.<br />
Personal Protective Equipment is one of the key factors in guaranteeing safety at work by protecting workers from a broad range of<br />
hazards. Innovation is vital in order to improve the wearing comfort and properties of PPE products.
◾ Code of conduct for management and<br />
employees<br />
The company has a code of integrity, a<br />
whistleblowers scheme and rules to prevent<br />
abuse of inside information.<br />
◾ Disclosure<br />
Disclosed information must fulfil criteria<br />
of accuracy, completeness and promptness<br />
and comply with transparency guidelines<br />
and IFRS standards, in order to provide<br />
stakeholders with the most<br />
transparent and accurate information<br />
possible on the performance and outlook.<br />
The main risks must be stated and evaluated.<br />
The information on <strong>TenCate</strong>’s corporate<br />
strategy is communicated clearly. <strong>TenCate</strong><br />
carried out full financial quarterly reporting<br />
up until the <strong>2008</strong> financial year. From<br />
2009, only a market-compliant trading<br />
update will be provided for the first and<br />
third quarters, in accordance with the<br />
legislation which came into force in<br />
December <strong>2008</strong>.<br />
<strong>TenCate</strong> maintains an open communication<br />
policy, providing regular information<br />
on important commercial developments.<br />
◾ Financial control and risk monitoring<br />
The Supervisory Board forms a financial<br />
committee from among its members to<br />
supervise the financial performance,<br />
acquisitions, divestments and general risk<br />
policy.<br />
◾ Avoidance of conflicts of interest<br />
<strong>TenCate</strong> is alert to conflicts of interest.<br />
These are addressed and where necessary<br />
avoided.<br />
◾ Social responsibility and sustainable<br />
enterprise<br />
<strong>TenCate</strong> strives to maintain good relations<br />
with other parties in its vicinity and<br />
with stakeholders. The company endeavours<br />
to limit environmental impact as far<br />
as possible. This principle is also included<br />
in the code of conduct for employees.<br />
Substantial environmental investments<br />
are made for this purpose.<br />
Operating companies have long implemented<br />
major elements of socially responsible<br />
enterprise. In order to ensure that<br />
the sustainability policy is widely disseminated,<br />
it is increasingly publicised internally.<br />
<strong>TenCate</strong> products also have major<br />
sustainable elements having regard to<br />
their functional characteristics.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 23
The Boards<br />
as at 1 January 2009<br />
EXECUTIVE BOARD<br />
L. de Vries (57), Chairman J. Wegstapel (53)<br />
24<br />
Royal Ten Cate Annual Report <strong>2008</strong>
SUPERVISORY BOARD<br />
J.C.M. Hovers (65) Chairman 1) 2)<br />
Commenced in office: <strong>2008</strong><br />
End of current term: 2012<br />
Former Chairman of the Executive Board of<br />
Océ nv and Stork nv<br />
Supervisory director of Randstad Holding<br />
Chairman of the Supervisory Board of Schuitema<br />
Chairman of the Supervisory Board of Inter Access<br />
Chairman of the Supervisory Board of Gemeentelijk<br />
Vervoersbedrijf Amsterdam<br />
P.P.A.I. Deiters (65) Vice-Chairman 1)<br />
Commenced in office: 1998<br />
End of current term: 2010<br />
Former director of Berghaus International Fashion<br />
Supervisory director of G-III Apparel Group Ltd<br />
Supervisory director of Bandolera B.V.<br />
Supervisory director of Tootal B.V.<br />
Consultant to the European Bank for Reconstruction<br />
and Development EBRD<br />
Supervisory director of HVEG Investments B.V.<br />
1) Member of the Financial Committee.<br />
2) Member of the combined Remuneration,<br />
Selection and Appointments Committee.<br />
*)<br />
Chairman.<br />
From left to right: E. ten Cate, F.A. van Vught, J.C.M. Hovers and P.P.A.I. Deiters<br />
F.A. van Vught (58) 2*)<br />
Commenced in office: 2000<br />
End of current term: 2012<br />
Member of the Group of Policy Advisors,<br />
Chairman of the European Committee<br />
Member of the Executive Board of<br />
the European University Association<br />
Member of the University Grants Committee<br />
of Hong Kong<br />
Supervisory director of Rova N.V.<br />
Chairman of the Board of Nether (Netherlands<br />
House for Education and Research, Brussels)<br />
Chairman of the Board of ESMU (European Centre<br />
for Strategic Management of Universities, Brussels)<br />
E. ten Cate (63) 1*)<br />
Commenced in office: 2004<br />
End of current term: 2012<br />
Director of Bank ten Cate & Cie N.V.<br />
Chairman of the Supervisory Board of Nyloplast N.V.<br />
Supervisory director of Nesbic Investment Fund<br />
Supervisory director of Pas Reform B.V.<br />
Supervisory director of Medisch Spectrum Twente<br />
Royal Ten Cate Annual Report <strong>2008</strong> 25
ENERGY SAVING. THE MOST NATURAL THING IN THE WORLD.<br />
26 AEROSPACE COMPOSITES<br />
As in the aviation industry, the automotive industry could benefit a lot<br />
if more composites were implemented. After all, composites are lighter<br />
than aluminium, stronger than steel and recyclable. This Twente One,<br />
the solar car of Solar Team Twente, is featherlight thanks to <strong>TenCate</strong><br />
composites. The sustainable vehicles attained speeds of up to<br />
126 kilometres per hour.
Thermoplast and thermoset materials, such as <strong>TenCate</strong> Thermo-Lite<br />
and <strong>TenCate</strong> Cetex, make a contribution to more sustainable transport.<br />
The car racing industry is already using these innovative materials<br />
extensively.<br />
Solar Team Twente, a student team of<br />
Twente University in the Netherlands,<br />
competed in the World Solar Challenge in<br />
Australia with its Twente One (21) solar car<br />
in October 2007. The team completed the<br />
journey, which is more than 3000 km long,<br />
finished in sixth place and was the technology<br />
and innovation winner thanks to the<br />
composite pivoting wing equipped with<br />
solar cells.<br />
In October 2009, the sun’s sustainable<br />
energy will be the focal point in Australia<br />
once again. A new team, a new Twente<br />
One – red this time, the proud colour of<br />
the Dutch region of Twente
Report of the Executive Board<br />
GENERAL<br />
<strong>TenCate</strong> was one of the best-performing listed<br />
companies in <strong>2008</strong>, amid a deteriorating<br />
stock market climate. At the same time, the<br />
fall in the share price during the year was no<br />
reflection on the good performance of<br />
<strong>TenCate</strong>. The global economy deteriorated<br />
sharply in the second half of the year.<br />
Although this had an effect on <strong>TenCate</strong>’s<br />
share price, the company continued to perform<br />
very well, delivering a satisfactory result<br />
of 35% growth in cash earnings.<br />
The intended strategic developments proceeded<br />
according to plan. The Advanced<br />
Textiles & Composites sector provides a<br />
strong foundation for profit growth. The synthetic<br />
turf activities are also well positioned.<br />
As stated previously, the process of improving<br />
the results of the Geosynthetics & Grass<br />
sector will proceed gradually. Despite the<br />
continuing recession in the United States, the<br />
<strong>TenCate</strong> Geosynthetics group showed good<br />
results.<br />
Numerous alliances were entered into with<br />
parties in the value chain were established. A<br />
growing awareness of quality and our<br />
advanced system approach fulfil a guiding<br />
role.<br />
28<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>TenCate</strong> is reasonably able to withstand the<br />
prevailing economic downturn around the<br />
world. Nevertheless, a degree of uncertainty<br />
has arisen in various value chains with regard<br />
to the availability of parts of public sector<br />
budgets. In addition, there is some reticence<br />
with regard to financing on the part of specific<br />
customers. This put some pressure on revenues<br />
and results in the second half of the<br />
year. On the other hand, within the limited<br />
public sector budgets priorities are being set<br />
which may have a positive effect on <strong>TenCate</strong>’s<br />
activities, such as investments in infrastructure<br />
in order to stimulate the economy.<br />
The rise in revenues during the year was<br />
strongly influenced by defence contracts. The<br />
lion’s share of our acquisitions in <strong>2008</strong> related<br />
to this market. <strong>TenCate</strong> was thus able to<br />
anticipate the growing demand for protection<br />
of personnel and materiel. The great success<br />
of <strong>TenCate</strong> Defender M was due to that. A<br />
large part of the revenues of <strong>TenCate</strong><br />
Protective Fabrics relate to defence. In view<br />
of the military modernisation programmes<br />
already announced, this market offers important<br />
prospects.<br />
<strong>TenCate</strong> Defender M sets the standard<br />
Despite less favourable external conditions,<br />
the Geosynthetics & Grass sector continued<br />
its rising trend. A positive aspect was the<br />
increase in the EBITA margin. It should be<br />
borne in mind that <strong>TenCate</strong> had to absorb part<br />
of the sharp increase in raw material costs in<br />
the first half of <strong>2008</strong>. The positive effect of<br />
the sharp decline in raw material costs in the<br />
fourth quarter of <strong>2008</strong> will be evident mainly<br />
in 2009. There is a strong seasonal pattern in<br />
this sector, particularly in synthetic turf,<br />
where market demand peaks during the summer<br />
months.<br />
<strong>TenCate</strong> succeeded in increasing its mediumterm<br />
finance in good time on attractive terms.<br />
The commitment runs for a residual term of<br />
three years.<br />
Attention was focused specifically on the<br />
trends in the profit of <strong>TenCate</strong>’s Dutch companies,<br />
particularly with regard to the trend in<br />
costs. This remains an important subject in<br />
2009. The leading global market positions and<br />
the favourable underlying market trends provide<br />
a strong foundation.<br />
<strong>TenCate</strong> Defender M fabrics have been selected as the standard material for flame-resistant combat uniforms for the American<br />
army and marine corps. New <strong>TenCate</strong> Defender M products are being developed continuously. The American army submits them<br />
to comprehensive wearing tests. <strong>TenCate</strong> Gen2 fabric is another successful product for military applications. As the biggest<br />
American manufacturer of protective fabrics, <strong>TenCate</strong> is able to respond quickly to the requirements of different army units, each<br />
with its own specific functional and qualitative properties. The company recently received an award for its performance from US<br />
military authorities.
COMMERCIAL DEVELOPMENTS<br />
Because there were signs at the beginning of<br />
the year of possible growing uncertainty in<br />
the market and a slowdown in growth in the<br />
global economy, the investment level was<br />
temporarily reduced. The emphasis was also<br />
placed on generating returns from the recent<br />
acquisitions and investments in production<br />
capacity and new technologies. <strong>TenCate</strong>’s<br />
markets are dominated by growth resulting<br />
from global trends and themes such as water<br />
management, energy saving and protection.<br />
As a continuation of our sale activities in<br />
Asia, important steps have been taken with<br />
regard to production activities. This emerging<br />
market will in the near future constitute an<br />
important pillar of growth for <strong>TenCate</strong>.<br />
On 17 July last year, the new synthetic turf<br />
system for Heracles Almelo was presented in<br />
the Polman Stadium jointly with <strong>TenCate</strong>’s<br />
synthetic turf partners. It is the latest development<br />
in synthetic turf systems for football.<br />
Recent research has shown that footballers<br />
highly rate the new pitch, which meets the<br />
highest standards of FIFA and UEFA. This new<br />
synthetic turf system has also attracted great<br />
interest in the United States. It can also be<br />
used effectively for sports other than football.<br />
BUY & BUILD<br />
<strong>TenCate</strong> achieved further success and<br />
progress with the implementation of its buy &<br />
build strategy during the reporting year. The<br />
lion’s share was achieved in the first half of<br />
<strong>2008</strong>. Our product-market-technology positions<br />
were further strengthened.<br />
The strategic themes of buy & build and fix-it<br />
/ exit will be of secondary importance in<br />
2009. We will focus on liquidity and concentrate<br />
on further margin improvement, particularly<br />
within the Geosynthetics & Grass sector,<br />
and on reducing working capital.<br />
FIX-IT / EXIT<br />
As a result of the general economic situation<br />
and the turmoil in the financial markets, it<br />
was not possible to pursue our fix-it / exit<br />
policy. A divestment of <strong>TenCate</strong> Enbi was not<br />
opportune. <strong>TenCate</strong> will continue to work<br />
towards the effective positioning of <strong>TenCate</strong><br />
Enbi as a reliable supplier in the international<br />
printer and copier market.<br />
FINANCIAL PERFORMANCE<br />
NET INCOME<br />
Net income amounted to € 51.1 million in<br />
<strong>2008</strong>. That is a rise of 10% compared to 2007<br />
(€ 46.4 million). The 2007 net income included<br />
a book profit of € 0.3 million on the divestment<br />
of operating companies, as well as<br />
exceptional income after tax of € 3.1 million in<br />
connection with a large real-estate transaction.<br />
Net income before amortisation and excluding<br />
the result on the divestment of operations and<br />
exceptional items (cash earnings) rose by 35%<br />
from € 46.6 million in 2007 to € 62.7 million in<br />
<strong>2008</strong>.<br />
As a result of the acquisitions during the<br />
reporting year, the amortisation of intangible<br />
fixed increased from € 3.6 million in 2007 to<br />
€ 11.6 million in <strong>2008</strong>.<br />
COMPOSITION OF THE COMPANY<br />
In line with the company’s strategy, the following<br />
companies were acquired in <strong>2008</strong>:<br />
◾ On 30 January <strong>2008</strong>: Composix Co. of<br />
Newark, Ohio (United States), a company<br />
operating in the field of vehicle armour.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 29
Analysis of <strong>2008</strong> results by sector <strong>2008</strong> 2007 Diff. Organic<br />
in millions of euros<br />
30<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
of which Acquisition/<br />
currency divestment<br />
Net sales<br />
Advanced Textiles & Composites 481.0 350.3 37% 8% – 4% 33%<br />
Geosynthetics & Grass 497.8 468.3 6% 5% – 4% 5%<br />
Technical Components / Holding & Services 53.8 67.4 – 20% – 16% – 2% – 2%<br />
1,032.6 886.0 17% 5% – 4% 16%<br />
Operating result before amortisation (EBITA)<br />
Advanced Textiles & Composites 61.5 40.2 53% 0% – 4% 57%<br />
Geosynthetics & Grass 37.8 30.4 24% 20% – 7% 11%<br />
Technical Components / Holding & Services – 3.9 2.4 *<br />
95.4 73.0 31% 0% – 5% 36%<br />
*<br />
Including an exceptional item of €4.1 million.<br />
Amortisation – 11.6 – 3.6<br />
Operating result (EBIT) 83.8 69.4 21%<br />
Net financial expenses – 13.7 – 11.3 21%<br />
Pre-tax result 70.1 58.1 21%<br />
Profit tax – 19.1 – 11.9 61%<br />
Result from ordinary operations after tax 51.0 46.2 10%<br />
Result from divested activities – 0.3<br />
Third party minority interest 0.1 – 0.1<br />
Net result 51.1 46.4 10%<br />
Road through the salt lake<br />
EBITA margins <strong>2008</strong> 2007<br />
Advanced Textiles & Composites 12.8% 11.5%<br />
Geosynthetics & Grass 7.6% 6.5%<br />
Consolidated 9.2% 8.2%<br />
Two projects were realised in Algeria using <strong>TenCate</strong> geosynthetics. One of these is the construction of a 13 kilometre access road<br />
through Chott el Hodna, a salt lake between Mcif and Ain Khadra. The salt lake has an inadequate substrate. In winter, the lake is<br />
one meter deep; in summer, the soil is covered entirely with a layer of salt due to evaporation. Thanks to the expertise of <strong>TenCate</strong><br />
Geosynthetics and the collaboration with the company creating the specifications, the builders decided against digging – which<br />
would have required a huge investment in terms of time and money. <strong>TenCate</strong> supplied <strong>TenCate</strong> 300,000 m² <strong>TenCate</strong> Bidim® and<br />
252,000 m² <strong>TenCate</strong> Miragrid® for the foundation of the road.
◾ On 12 March <strong>2008</strong>: YLA inc and the 100%<br />
subsidiary CCS Composites inc of Benicia,<br />
California (United States), operating in<br />
the manufacture of composite materials<br />
for aerospace and industrial applications.<br />
◾ On 14 March <strong>2008</strong>: Xennia Technology ltd<br />
(75% interest) of Cambridge (United<br />
Kingdom), operating in the development<br />
of industrial applications of inkjet technology.<br />
◾ On 14 May <strong>2008</strong>: Edel Grass bv (50%<br />
interest) of Genemuiden (Netherlands), a<br />
marketing organisation and installer of<br />
synthetic turf sports pitches. This company<br />
is proportionally consolidated.<br />
◾ On 16 August <strong>2008</strong>: <strong>TenCate</strong> – Union<br />
Protective Fabrics Asia ltd (50.65% interest)<br />
of Bangkok (Thailand), a producer of<br />
fabrics for protective clothing.<br />
REVENUES<br />
Net revenues rose by 17% in <strong>2008</strong>, including<br />
5% on an organic basis. The currency effect<br />
on revenues amounted to –4% and was<br />
caused principally by a decline in the average<br />
rate of the US dollar and related currencies.<br />
The bulk of the revenue growth was accounted<br />
for by the Advanced Textiles & Composites<br />
sector. Revenue growth in this sector amount-<br />
ed to 37%, including 33% as a result of acquisitions<br />
(Composix, YLA/CCS, Xennia and<br />
<strong>TenCate</strong> – Union Protective Fabrics Asia ltd).<br />
The Geosynthetics & Grass sector recorded<br />
revenue growth of 6%. This growth was<br />
mainly due to the Grass activities. The organic<br />
sales growth in the sector amounted to 5%,<br />
with a currency effect of –4%.<br />
The 5% acquisition effect concerns the proportional<br />
consolidation (50%) of Edel Grass<br />
and the full-year consolidation of <strong>TenCate</strong><br />
Thiolon Middle East compared to nine months<br />
in 2007.<br />
The revenues of <strong>TenCate</strong> Enbi declined by<br />
20%. It was not possible to win new projects<br />
in time to offset the termination of a number<br />
of major customer contracts.<br />
OPERATING INCOME BEFORE AMORTISATION<br />
(EBITA)<br />
Operating income before amortisation (EBITA)<br />
rose by 31% in <strong>2008</strong> from € 73.0 million to<br />
€ 95.4 million. Excluding the exceptional item<br />
of € 4.1 million in 2007, there was a rise of<br />
38%. 36% of the EBITA growth was due to<br />
acquisitions, including a particularly large<br />
contribution from Composix.<br />
The Advanced Textiles & Composites sector<br />
recorded EBITA growth of 53%, including 57%<br />
as a result of acquisitions. The 0% organic<br />
EBITA growth was due to an increase in the<br />
American activities and a decrease in profits<br />
from activities in Europe.<br />
The Geosynthetics & Grass sector generated<br />
EBITA growth of 24%. This growth arose in<br />
both the Geosynthetics and the Grass activities.<br />
On an organic basis, the EBITA growth<br />
amounted to 20%.<br />
The results of the Geosynthetics group came<br />
under pressure from start-up costs for the<br />
new plant at Zhuhai (China) and the contraction<br />
of the US market. These effects were<br />
offset, however, by cost measures in companies<br />
in the United States and further earnings<br />
growth in the activities in South-East Asia.<br />
The Grass businesses began using new production<br />
lines during in Dayton (United States)<br />
and Dubai during the year. As a result, the<br />
company now has sufficient production capacity<br />
to meet the growing market demand in the<br />
short term.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 31
The reduction in the EBITA of the Technical<br />
Components / Holding & Services sector is<br />
closely related to the aforementioned exceptional<br />
item of € 4.1 million in 2007, the decline<br />
in the revenues and results of <strong>TenCate</strong> Enbi<br />
and the recognition of a reorganisation provision<br />
at <strong>TenCate</strong> Enbi in <strong>2008</strong>.<br />
The EBITA margin rose to 9.2% (2007: 8.2%).<br />
RAW MATERIAL COSTS<br />
Raw material costs as a percentage of revenues<br />
rose from 52% to 54%. This rise was<br />
mainly due to the changed composition of revenues.<br />
The Geosynthetics & Grass sector in<br />
particular had to contend with wide fluctuations<br />
in prices of the main raw materials (polyethylene,<br />
polypropylene). These prices are<br />
strongly correlated with the price of crude oil.<br />
From January to August <strong>2008</strong>, prices rose<br />
strongly. They then fell back steeply in the<br />
final part of the year.<br />
32<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
PERSONNEL COSTS<br />
Personnel costs in <strong>2008</strong> amounted to 18% of<br />
revenues, a decrease of two percentage<br />
points compared to 2007 (20%). This decrease<br />
was a result of the changed composition of<br />
the company and efficiency improvements in<br />
a number of businesses.<br />
TAXES<br />
The tax rate rose from 20.5% to 27.3%. Key<br />
factors were the change in the geographic<br />
origin of profits. Partly as a result of acquisitions,<br />
a larger proportion of profit was generated<br />
in the United States, where the tax rate<br />
is relatively high.<br />
In addition, the tax charge was favourably<br />
impacted by non-recurring tax income relating<br />
to previous years.<br />
C1000 personnel in orange and black<br />
WORKING CAPITAL<br />
Working capital increased by € 52 million in<br />
<strong>2008</strong> from € 210 million to € 262 million.<br />
Working capital at end<br />
of 2007 € 210.3 million<br />
(84 days)<br />
Effect of exchange rate<br />
differences € 5.8 million<br />
Effect of acquisitions<br />
(divestments) € 12.9 million<br />
Organic change € 33.0 million<br />
Total at end of <strong>2008</strong> € 262.0 million<br />
(90 days)<br />
INVESTMENTS<br />
In <strong>2008</strong>, € 48.0 million was invested (2007:<br />
€ 62.9 million), compared to depreciation and<br />
amortisation of € 42.3 million.<br />
Major expenditure related to:<br />
◾ the construction of a geosynthetics plant<br />
at Zhuhai (China);<br />
◾ the expansion of the number of production<br />
lines in the synthetic turf plants at<br />
Dayton (US) and Dubai;<br />
◾ expansion investments for the Aerospace<br />
& Armour Composites activities in the<br />
Netherlands and the United States.<br />
Employees of C1000, the Dutch supermarket chain, are currently being fitted for an all-new uniform. Two qualities of <strong>TenCate</strong><br />
Tecawork represent the basis for the new clothing range. The new uniform is a part of the transition towards the new, fourth<br />
generation of stores. Many of the approximately 30,000 employees already wear the new clothing range, which was developed in<br />
close collaboration with C1000 owner Schuitema. It is ‘an exclusive design’ that complies with all of the quality standards and<br />
uses the new corporate colours, orange and black. The clothing range will be used for a period of seven to ten years.
CASH FLOWS AND FINANCING<br />
The acquisitions in the first months of <strong>2008</strong><br />
led to an increased financing requirement.<br />
This was met by increasing the existing syndicated<br />
bank facility from € 250 million to € 400<br />
million.<br />
Net interest-bearing debt increased from<br />
€ 230.4 million at the end of 2007 to € 331.1<br />
million at the end of <strong>2008</strong>. In spite of this, the<br />
covenants entered into with the banks were<br />
complied with.<br />
The ratio of net interest-bearing debt to<br />
EBITDA (bank definition) amounted to 2.61 at<br />
the end of <strong>2008</strong>.<br />
Group equity at the end of <strong>2008</strong> stood at<br />
€ 372 million, with a solvency ratio of 41.8%<br />
(2007: 43.0%).<br />
SWOT ANALYSIS<br />
Previous annual reports have included a<br />
detailed SWOT analysis has been included.<br />
The following pages contain a summary of the<br />
main changes in the positions and the specific<br />
developments that have taken place with<br />
regard to this analysis.<br />
RISK MANAGEMENT<br />
There are risks associated with the business<br />
strategy. External economic factors, unpredictability<br />
of market developments, calamities<br />
and human factors can impede the achievement<br />
of business objectives. <strong>TenCate</strong> strives<br />
to control the achievement of strategic and<br />
operational objectives as effectively as possible.<br />
To that end, <strong>TenCate</strong> has access to appropriate<br />
risk management and control measures.<br />
As a result of these:<br />
◾ the main risks are identified in time and<br />
remain limited to an acceptable level;<br />
◾ there is a reasonable degree of certainty<br />
that the financial reporting contains no<br />
material misstatements;<br />
◾ the applicable regulations and legislation<br />
are complied with.<br />
The market areas in which <strong>TenCate</strong> operates<br />
– protective fabrics, aerospace, antiballistics,<br />
geotextiles, synthetic turf and technical components<br />
– entail specific strategic and commercial<br />
risks. In most cases, <strong>TenCate</strong> pursues<br />
these activities on four continents, each with<br />
its own dynamics. <strong>TenCate</strong> is therefore not<br />
part of a monoculture. Consequently, none of<br />
the risks detailed below will have a dominant<br />
influence.<br />
A number of specific significant risks applying<br />
to <strong>TenCate</strong> have been identified. The summary<br />
of the main specific risk areas below is not<br />
exhaustive. It is possible that risks which<br />
have not currently been identified or which<br />
are not seen as material will subsequently<br />
have a significant negative effect on<br />
<strong>TenCate</strong>’s ability to achieve its business<br />
objectives. The risk management and control<br />
measures are aimed at timely identification of<br />
these risks.<br />
MARKET RISKS<br />
Market<br />
The market risks differ depending on the market<br />
segment. In some segments, such as base<br />
fabrics for professional wear, there is intensive<br />
competition and high price elasticity.<br />
In addition, production of less distinctive<br />
products is gradually shifting to Asia.<br />
In other market segments, such as safety fabrics,<br />
antiballistics, geotextiles and artificial<br />
grass, <strong>TenCate</strong> has a technological lead, in<br />
many cases with associated market leadership.<br />
To be continued on page 37 ▶ ▶<br />
Royal Ten Cate Annual Report <strong>2008</strong> 33
SWOT analysis<br />
TENCATE’S STRENGTHS<br />
<strong>TenCate</strong> owes its strong position in the strategic<br />
markets on a global scale primarily to<br />
the know-how which it has developed in the<br />
specialist markets and the broad technological<br />
basis, both through organic growth and inhouse<br />
research & development and through<br />
acquisitions.<br />
In past years, <strong>TenCate</strong> has succeeded in<br />
securing positions in respective value chains<br />
that have given the company leading positions<br />
in terms of market share. <strong>TenCate</strong> has striven<br />
continuously for critical mass in order to<br />
achieve a balanced position principally<br />
between the suppliers (input side) and the<br />
often large parties in end-markets (output<br />
side), among which <strong>TenCate</strong> occupies a distinctive<br />
position.<br />
Size is not the only important factor. Specialist<br />
markets mainly demand solutions for complex<br />
requirements (specifications) from the market<br />
in the field of functional materials. <strong>TenCate</strong> is<br />
increasingly solution-focused and is shifting<br />
the market approach from a product-based<br />
philosophy to a system approach.<br />
34<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
POINTS FOR IMPROVEMENT<br />
Partly as a result of product life cycles, there<br />
is a continuing risk that a product will become<br />
a commodity, replacement products will<br />
appear and margins will decline. <strong>TenCate</strong> protects<br />
itself against this by continuously placing<br />
cost control high on its agenda. In addition,<br />
product differentiation is one of the<br />
cornerstones of its policy. This means that the<br />
company works continuously to develop products<br />
and expand the portfolio.<br />
The positioning of the corporate brand and its<br />
values, in which the quality and performance<br />
of <strong>TenCate</strong> products form an important part,<br />
is a means of increasing the recognition and<br />
familiarity of <strong>TenCate</strong> products within the<br />
context of end-user marketing. This is a continuous<br />
process, in which acquired companies<br />
are also included.<br />
It was previously stated that <strong>TenCate</strong> is still<br />
underrepresented in the Asian market.<br />
Although the demand for high-grade functional<br />
materials on the whole has not yet<br />
increased to the level of the United States<br />
and Europe, strong growth is nevertheless<br />
being recorded. In <strong>2008</strong>, <strong>TenCate</strong> increased<br />
its position in Asia in the field of geosynthetics<br />
and protected fabrics. This development<br />
will be continued in the years ahead.<br />
OPPORTUNITIES<br />
<strong>TenCate</strong> plays an important role in Europe<br />
with regard to research and development in<br />
smart textiles. Digital processing based on<br />
inkjet technology (Xennia) also offers considerable<br />
opportunities. Due to the large number<br />
of developments in the field of standards,<br />
specifications, etc. and technological developments,<br />
it was decided to manage both corporate<br />
technology and corporate development<br />
on a central level.<br />
The increasing concern for sustainability,<br />
safety and protection is positive for the markets<br />
in which <strong>TenCate</strong> operates. An example<br />
of this is the geosynthetics used in infrastructure<br />
projects. These enable substantial savings<br />
in environmental costs and reductions in<br />
harmful environmental impacts, such as disruption<br />
to the environment, as well as lower<br />
transport costs for construction materials.<br />
THREATS<br />
The purchasing side and scarcity of certain<br />
raw materials (e.g. synthetic fibres) remains a<br />
point of attention. The dependence has nevertheless<br />
decreased as a result of acquisitions<br />
and the growth of <strong>TenCate</strong> over the past<br />
few years. Moreover, as a result of the gener-
al economic situation, there is no longer any<br />
scarcity of raw materials. Such a situation is<br />
not expected to recur in the near term, partly<br />
having regard to capacity expansions which<br />
have taken place in the past.<br />
On the purchase side, the very sharp rises in<br />
prices of PE and PP had a substantial impact<br />
on margins. There are few effective ways to<br />
hedge against these wide movements effectively<br />
in the market, but where possible<br />
<strong>TenCate</strong> revises its contractual relationships<br />
with customers and suppliers in order to build<br />
in greater flexibility.<br />
CHALLENGES FOR TENCATE<br />
The situation with regard to the challenges<br />
referred to previously is stated below.<br />
◾ Knowledge protection / patent position<br />
The central position of corporate technology<br />
underlines the importance of knowledge<br />
protection and the patent position.<br />
For each market group, a Technology Road<br />
Map is drawn up which serves as a basis<br />
for product and market development.<br />
◾ System approach<br />
A continuing focus is our system<br />
approach, which plays a role in all of the<br />
areas in which <strong>TenCate</strong> operates. A functionality<br />
usually operates not in isolation<br />
but as part of a system. <strong>TenCate</strong> products<br />
form an inseparable part of it. This development<br />
requires more intensive co-operation<br />
with third parties (joint venture, outsourcing<br />
of operations, etc.) and in some<br />
situations other technologies may be<br />
required to operate as an integrated system.<br />
It is possible that new networks of<br />
companies will arise in future which market<br />
certain systems.<br />
◾ Conceptual (system) approach in the field<br />
of synthetic turf sports applications<br />
The synthetic turf market is potentially a<br />
worldwide growth market, in which a<br />
growth rate of 15% is achievable.<br />
However, synthetic turf is not a generic<br />
product but must be adapted to the specific<br />
use, the local situation and climate<br />
conditions.<br />
The joint ventures which <strong>TenCate</strong> has<br />
entered into in the synthetic turf market<br />
form a basis for a more conceptual<br />
approach to the synthetic turf market.<br />
This process takes several years, because<br />
the market also has to develop the distinctive<br />
capability. A good performance of<br />
a sports pitch over a number of years is<br />
not a basic requirement that can be<br />
achieved with an arbitrary selection of<br />
components. In addition to good quality in<br />
the end-product, increasing co-operation<br />
is required in installation and maintenance<br />
in order to achieve optimum playing<br />
conditions over many years. The cooperation<br />
with partners in the market<br />
must support this development.<br />
◾ Growth potential in Asia and emerging<br />
markets<br />
Following the start-up of the new production<br />
facility for geosynthetics in Zhuhai<br />
(China) and the joint venture for protective<br />
fabrics in Thailand, <strong>TenCate</strong>’s presence<br />
in Asia will be further enhanced. The<br />
relative share of revenues from Asia is<br />
expected to increase considerably in the<br />
years ahead.<br />
◾ Reduction of dependence on oil products<br />
<strong>TenCate</strong> has begun development work in<br />
biopolymers with third parties. This<br />
project is taking place within the framework<br />
of the Regional Innovation Platform<br />
in Twente in the Netherlands.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 35
◾ Links to other industrial sectors<br />
36<br />
Two developments can be cited with<br />
regard to new applications for <strong>TenCate</strong><br />
materials,. With the acquisition of<br />
Phoenixx (composites), <strong>TenCate</strong> has<br />
gained access to UD technology, which<br />
can be used to produce composite pipelines<br />
for oil and gas extraction. <strong>TenCate</strong><br />
has entered into a joint venture in this<br />
field with the Dutch company Airborne<br />
Composite Tubulars. In addition, Xennia is<br />
working with other companies in order to<br />
market the developed technologies in<br />
industrial sectors other than the textile<br />
sector. A commercial breakthrough was<br />
achieved in the field of coating (printing)<br />
of ceramic interior tiles.<br />
The combination of <strong>TenCate</strong>’s strengths/<br />
opportunities and possible threats/risks creates<br />
possibilities for action.<br />
◾ Exploitation of scale benefits and worldwide<br />
presence in the purchasing market.<br />
The ending of scarcity strengthens the<br />
position in this market.<br />
◾ Wider use of available knowledge and<br />
patent positions, with a greater degree of<br />
international cooperation in R&D.<br />
◾ Co-operation with third parties and open<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
innovation lead to shorter time to market<br />
and faster market acceptance.<br />
◾ The system approach and greater interaction<br />
within the value chain in the synthetic<br />
turf market raise quality and lead to<br />
greater appreciation of performancerelated<br />
characteristics among end-users.<br />
The system approach and new technological<br />
developments lead to higher added<br />
value in the synthetic turf system.<br />
◾ The system approach is an effective<br />
means of shortening a product lifecycle<br />
as a result of commoditisation.<br />
◾ The broadening of the geographic coverage<br />
(Asia) reduces the general market<br />
risk. An example of this is the sluggish<br />
market for geosynthetics materials in the<br />
US and a strong, growing market in Asia.<br />
Seasonal patterns are also smoothed out.
▶ ▶ Continued from page 33<br />
This provides no guarantee for the future.<br />
Products which reach the end of their life<br />
cycle must be succeeded in good time by new,<br />
improved and distinctive versions.<br />
Protection and patenting of intellectual property<br />
strengthens the unique positions of the<br />
products.<br />
End-user marketing provides pull effects, as a<br />
result of which the value chain is controlled<br />
more effectively and distinctive ability is<br />
rewarded by the market.<br />
There are also markets which feature longterm<br />
development programmes, such as the<br />
aerospace market. Growth in revenues is<br />
protected by qualification processes. A precondition<br />
is that <strong>TenCate</strong> continues to adhere<br />
to the quality guidelines specified by the customers.<br />
Macroeconomic developments<br />
Macroeconomic developments have an influence<br />
on the level of demand for <strong>TenCate</strong>’s<br />
products. That also applies to the current economic<br />
crisis. The revenues of some market<br />
groups and product-market-technology combinations<br />
is directly impacted by the level of<br />
economic activities among industrial companies<br />
and end-users. An important factor is<br />
‘Synthetic turf owns the future’<br />
government expenditure in the major countries.<br />
The demand for protective fabrics and<br />
antiballistics is controlled by public sector<br />
bodies, in particular defence forces and fire<br />
brigades.<br />
Demand for geotextiles and synthetic turf<br />
products is driven by public sector investments<br />
in infrastructure and sports facilities.<br />
Factors which determine government policy in<br />
the above markets include security policy and<br />
economic growth. Strong commercial networks<br />
and the associated information provision<br />
make it possible to anticipate government<br />
plans promptly and efficiently.<br />
As a result of flexibility in cost structures, it<br />
is possible to compensate for the consequences<br />
of a certain degree of reduction in<br />
demand. This flexibility is achieved among<br />
other things by flexible deployment of labour<br />
and partial outsourcing in some market<br />
groups.<br />
Raw materials<br />
A limited number of raw materials determine<br />
a large part of the materials consumed by the<br />
<strong>TenCate</strong> companies. This concerns in particular<br />
cotton, aramid fibres and various gradations<br />
of polyethylene and polypropylene.<br />
Prices in the commodity market may fluctuate<br />
FIFA, the world football organisation, is a strong advocate of synthetic turf. Football on synthetic turf owns the future. It makes the<br />
game faster, more attractive and safer. ‘Synthetic turf fields have many benefits: the field is always perfectly green; the game is<br />
sped up and the passes are more accurate thanks to the field’s regularity. Technically talented and physically strong players have<br />
equal changes. Synthetic turf fields can be used more often and offer a greater number of options for use. The field is not damaged<br />
by bad weather and the maintenance, which is vital to maintain synthetic turf fields in top condition, is less costly than for natural<br />
grass fields.’<br />
widely. The price of plastics is determined<br />
partly by the oil price, but in particular by<br />
shortages or surpluses in the market.<br />
Price rises can be passed on to customers<br />
with a time lag of one to six months. The<br />
same applies to price reductions. In some<br />
cases an automatic price adjustment clause is<br />
included in customer contracts.<br />
In the case of super-strength or fire-resistant<br />
armour fibres, regular shortages occur or<br />
a strong dependence develops on a single<br />
supplier. In such situations suitable agreements<br />
have been entered into with the supplier.<br />
<strong>TenCate</strong> operating companies will<br />
increasingly take part jointly in negotiations<br />
with major suppliers, in order to achieve optimum<br />
conditions in terms of price, quality and<br />
delivery reliability.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 37
FINANCIAL RISKS<br />
Currency<br />
Approximately 36% of <strong>TenCate</strong>’s revenues are<br />
denominated in euros. The main currency risk<br />
incurred by Ten Cate is in respect of the US<br />
dollar (47% of sales) and a number of more or<br />
less dollar-related currencies such as the<br />
Hong Kong, Singapore and Australian dollar,<br />
the Chinese renminbi and the dirham (Dubai).<br />
With regard to currencies, we draw a distinction<br />
between competition, transaction and<br />
translation risk. The competition risk concerns<br />
the changing competitive position vis-à-vis<br />
competitors in areas with a different currency.<br />
This risk is hedged over the subsequent six<br />
months by means of options. Thereafter a<br />
permanent answer must be found to the new<br />
situation. Transactions in foreign currencies<br />
are immediately hedged by means of futures<br />
or options. These are mainly transactions by<br />
European operating companies denominated<br />
in US dollars and British pounds.<br />
Since foreign operating companies, particularly<br />
those using US dollars and related currencies,<br />
make an important profit contribution<br />
to the company’s results, these, these translation<br />
risks are hedged. If possible, they are<br />
38<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
offset by means of opposite positions with<br />
regard to competitive risk.<br />
Interest<br />
The company’s financing is fairly centralised.<br />
The risk of interest rate rises is in principle<br />
hedged 90% for the following year and 75%<br />
and 50% for the subsequent years, taking into<br />
account the expected interest rate trends.<br />
The preference is to use caps for this purpose.<br />
The impact of the change in value of financial<br />
instruments on the company’s results is mitigated<br />
as far as possible by the use of hedge<br />
accounting.<br />
Pension provisions<br />
<strong>TenCate</strong> has placed the pension provision for<br />
Dutch employees with Stichting Pensioenfonds<br />
Koninklijke <strong>TenCate</strong>. This average salary<br />
scheme is designated as ‘defined benefit’ in<br />
accordance with IFRS reporting rules. A sharp<br />
fall in prices on international securities<br />
exchanges could lead to a decrease in the<br />
value of the pension fund’s investments. The<br />
result of this and of interest rate developments<br />
may be that the provision for pension<br />
liabilities on the Royal Ten Cate balance sheet<br />
increases under the new IFRS guidelines. The<br />
pension fund has taken measures itself within<br />
its investment policy, partly as a result of the<br />
Financial Assessment Framework (including<br />
interest rate risk management), involving a<br />
reduction in the risk profile.<br />
The company has concluded an implementation<br />
contract with Stichting Pensioenfonds<br />
Koninklijke <strong>TenCate</strong>, under which the financial<br />
contribution remains limited to an average<br />
contribution. This moves within an agreed<br />
range depending on the financial situation of<br />
the fund.<br />
In the other countries there are defined contribution<br />
schemes in the vast majority of<br />
cases.<br />
ORGANISATIONAL AND LEGAL RISKS<br />
<strong>TenCate</strong> is involved in various legal proceedings<br />
resulting from normal business operations.<br />
In the proceedings between United<br />
Fabrics and <strong>TenCate</strong>, which began in 2000<br />
and have been reported on previously, The<br />
Supreme Court issued a judgment on 7 April.<br />
Part of the claim, based on a commercial alliance,<br />
was dismissed. With regard to the<br />
remainder of the claim, relating to a management<br />
alliance, the other party has been<br />
instructed to demonstrate the damage suf-
fered. A bank guarantee issued by us expired<br />
in <strong>2008</strong>, increasing the likelihood of a favourable<br />
outcome.<br />
Environment<br />
<strong>TenCate</strong>’s environmental policy is based on<br />
limiting any impact on the environment as far<br />
as possible. Regular checks are carried out<br />
both by the holding company and by the managements<br />
of operating companies and measures<br />
are taken to avoid environmental risks.<br />
Textile finishing in particular may involve the<br />
use of chemicals which must be covered by<br />
guarantees. The waste water from textile finishing<br />
in the Netherlands and the United<br />
States is treated in the company’s own water<br />
treatment plants.<br />
<strong>TenCate</strong> considers that the environmental<br />
risks have been limited as fully as possible.<br />
Environmental coordinators have been<br />
appointed at local level who are familiar with<br />
the specific situation and implement local legislation<br />
and regulations accordingly.<br />
<strong>TenCate</strong> Industrial Zhuhai<br />
Product development<br />
Product development is the lifeline for the<br />
years ahead. It must be managed with care. If<br />
products are brought to market too early, this<br />
can result in teething troubles, recalls and<br />
damage. On the other hand, if the time-tomarket<br />
is too long, <strong>TenCate</strong> will lose a large<br />
part of its competitive advantage. The product<br />
development process has been structured<br />
in accordance with strict procedures and criteria.<br />
Production and product liability<br />
<strong>TenCate</strong> has various small- to medium-scale<br />
production processes, for example involving<br />
fewer than 100 employees. Where there is a<br />
relatively low degree of production automation<br />
there is a higher risk of human error.<br />
Incidents in production can never be ruled<br />
out.<br />
These may lead to a loss of quality in the endproducts,<br />
claims from customers or even a<br />
temporary halt in the production process.<br />
However, <strong>TenCate</strong> carries out preventive<br />
inspections of its products and almost all<br />
plants are ISO-certified. Control of production<br />
processes and quality management are important<br />
priorities in order to avoid product claims.<br />
The official opening of <strong>TenCate</strong> Industrial Zhuhai occurred on 13 June <strong>2008</strong>. It is the biggest <strong>TenCate</strong> manufacturing plant in the<br />
Pacific and the most important investment of <strong>TenCate</strong> in Asia to date. It will be able to respond to the great demand for geosyn-<br />
thetics in China, the rest of Asia and Australasia. Part of its production will be exported to the Middle East and the US. The plant<br />
operates weaving machines for polypropylene and polyester based geotextiles. It also contains four extrusion lines. Most of the<br />
textiles produced will be delivered to <strong>TenCate</strong> Geosynthetics. The remainder is intended for <strong>TenCate</strong> Industrial Fabrics (trampoline<br />
fabric in particular).<br />
In that context, terms and conditions of sale<br />
have been standardised as far as possible.<br />
Management and personnel<br />
<strong>TenCate</strong>’s organisation strategy is based on a<br />
decentralised model. The group directors and<br />
operating company managements determine<br />
the company policy to a large extent independently<br />
and take entrepreneurial decisions.<br />
Not having the right man or woman in the<br />
right place can result in an operating company<br />
rapidly losing its lead or even falling behind<br />
its competitors. For this reason the selection<br />
criteria for new management personnel have<br />
been tightened up, with an assessment forming<br />
part of the key management recruitment<br />
procedure.<br />
Another risk is dependence on key officers,<br />
often with an R&D or market background. It is<br />
necessary to ensure that this expertise is<br />
retained and shared across the organisation.<br />
This is achieved by guaranteeing knowledge.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 39
CONTINUITY OF INFORMATION PROVISION<br />
Each operating company has its own systems<br />
for control and transaction processing in the<br />
main operating processes. Systems for communication<br />
and generic workplace automation<br />
are implemented to a large extent centrally.<br />
Disruptions to these systems can impede<br />
operating processes. The risks are limited as<br />
far as possible by means of information security<br />
and fallback procedures. The operation of<br />
these facilities is tested periodically.<br />
Risk management and control system<br />
The overall risk management and control<br />
measures are based on a number of key elements.<br />
MANAGEMENT ENVIRONMENT<br />
The company strives for a culture of openness,<br />
integrity, professionalism, enthusiasm,<br />
efficiency and respect. Core values are entrepreneurship,<br />
innovation and a focus on<br />
results.<br />
Every employee is made aware of these cultural<br />
elements and the obligation to comply<br />
with all applicable legislation and regulations.<br />
40<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
The Integrity Code and the Confidential<br />
Adviser Scheme set out the general rules of<br />
conduct with which employees must comply.<br />
ORGANISATION<br />
<strong>TenCate</strong>’s organisational structure is based<br />
on providing support for a co-operation structure<br />
in which each person’s responsibilities<br />
are clearly defined and performances are<br />
measurable.<br />
This is reflected in a group structure in which<br />
groups and operating companies bear responsibility<br />
for results. The group managements<br />
determine the group strategy, promote consistency<br />
and synergy and are responsible for<br />
exploiting the market positions in the value<br />
chain.<br />
Central management support departments in<br />
the company with functional responsibilities<br />
contribute to the co-ordination.<br />
The above objectives are facilitated by a<br />
number of Group procedures, including the<br />
<strong>TenCate</strong> Accounting Manual.<br />
Managements of operating companies are<br />
controlled on the basis of a formalised planning<br />
and control cycle.<br />
INFORMATION PROVISION,<br />
COMMUNICATION AND PROCESS<br />
MONITORING<br />
Systems for internal information provision<br />
and communication are primarily aimed at giving<br />
employees and managers appropriate<br />
information for their own areas of responsibility.<br />
A whistleblowers scheme and a complaints<br />
scheme enable employees to inform<br />
the company management about undesirable<br />
situations.<br />
It is important to maintain direct contact<br />
between the Executive Board, group managements<br />
and operating company directors.<br />
Direct discussion takes place regularly,<br />
depending on the matter at hand. More formally,<br />
extensive monthly reporting takes<br />
place and the performance, results, outlook<br />
and certain facets of risk management are<br />
discussed once each quarter. Risk management<br />
also forms part of the consultation with<br />
the Financial Committee of the Supervisory<br />
Board.<br />
MANAGEMENT ACTIVITIES<br />
Risk management is a responsibility of the<br />
management at all levels. All managers and<br />
controllers sign a twice-yearly letter of repre-
sentation on the financial reporting/internal<br />
control.<br />
All financial regulations are included in the<br />
<strong>TenCate</strong> Accounting Manual. The managements<br />
and controllers of the operating companies<br />
declare in respect of all their reports<br />
that the results have been compiled in accordance<br />
with this manual.<br />
Each year the external auditors assess the<br />
structure and operation of the administrative<br />
organisation and internal control, to the<br />
extent relevant to the auditing of the financial<br />
statements. They report on this to the management,<br />
the Executive Board and the<br />
Supervisory Board.<br />
Where risks are insurable, such as for fire and<br />
loss of profits and third-party and product liability,<br />
they are laid off to insurers. The balance<br />
between insurance cover, premium levels<br />
and own risk is reassessed each year.<br />
Regular inspections and follow-up increase<br />
the continuity of the business processes,<br />
reduce production outages and lead to lower<br />
risk costs. Damage prevention and preventive<br />
investments improve the risk profile.<br />
<strong>TenCate</strong> Active 2 online<br />
EVALUATION OF RISK MANAGEMENT AND<br />
CONTROL SYSTEMS<br />
The Executive Board is of the opinion that:<br />
◾ the risk management and control systems<br />
provide a reasonable degree of certainty<br />
that the financial reporting is free of<br />
material misstatements;<br />
◾ the risk management and control systems<br />
have operated correctly in the reporting<br />
year;<br />
◾ there are no indications that the risk management<br />
and control systems will not<br />
operate correctly during the current year.<br />
However well designed our internal risk management<br />
and control systems are, they can<br />
never provide absolute certainty that objectives<br />
in the field of strategy, operation,<br />
reporting and compliance with laws and rules<br />
will always be achieved. In taking decisions<br />
we are aware that:<br />
◾ human errors of judgement may arise;<br />
◾ cost/benefit assessments are always<br />
made when accepting risks and taking<br />
control measures;<br />
◾ human failings and even simple errors or<br />
mistakes can have major consequences;<br />
◾ conspiracies by officials can lead to circumvention<br />
of internal control measures;<br />
<strong>TenCate</strong> is a learning organisation, which is why the company invests continuously in the knowledge and skills of its employees.<br />
The first version of the <strong>TenCate</strong> Active programme was concluded towards the end of 2007. In mid-<strong>2008</strong>, a number of employees<br />
of <strong>TenCate</strong> companies in the US and Europe – potential leaders – enrolled in the second edition of the <strong>TenCate</strong> Active programme.<br />
Once again, the programme focuses on increasing the employees’ understanding of the <strong>TenCate</strong> strategy, the translation to tactics<br />
and operations, refining their competencies (innovative ability, entrepreneurship and leadership), and the execution of innovation<br />
projects.<br />
◾ the management of parts of the company<br />
can permanently or temporarily negate<br />
agreements made with the Executive<br />
Board.<br />
This statement should not be interpreted as<br />
being a statement in accordance with the<br />
requirements of section 404 of the Sarbanes<br />
Oxley Act in the United States, which does<br />
not apply to Royal Ten Cate.<br />
INFORMATION TECHNOLOGY<br />
DEVELOPMENTS IN <strong>2008</strong><br />
A policy was formulated in <strong>2008</strong> for the<br />
organisation and further standardisation of<br />
generic ICT services, including e-mail and<br />
services for the ICT infrastructure. The IT<br />
organisation for corporate applications was<br />
strengthened.<br />
A number of operating companies have<br />
migrated from the traditional analogue telephony<br />
systems to the use of computer networkbased<br />
(VoIP) technology combined with the<br />
integration of e-mail, fax and chat functionality<br />
(unified messaging).<br />
Royal Ten Cate Annual Report <strong>2008</strong> 41
Good progress was made in <strong>2008</strong> with the<br />
global roll-out of the <strong>TenCate</strong>’s worldwide<br />
network (global active directory). Active<br />
directory enables managers to manage the<br />
policy (rights, domains and settings) in the<br />
network of an entire company.<br />
The ERP implementation within <strong>TenCate</strong><br />
Protective Fabrics USA was completed at the<br />
end of <strong>2008</strong>. In the new <strong>TenCate</strong><br />
Geosynthetics plant in Zhuhai (China), an ERP<br />
package was implemented which is aligned<br />
with that of the other Asian companies of<br />
<strong>TenCate</strong> Geosynthetics.<br />
PLANS FOR 2009<br />
Global active directory will also be implemented<br />
in the US companies in 2009, thereby<br />
completing the roll-out.<br />
A single shared service centre will be established<br />
in each region (United States, Europe,<br />
Asia) in the years ahead. A shared service<br />
centre is unit within the organisation which<br />
has responsibility for results, operates on the<br />
basis of a contract (service level agreement)<br />
and provides specialised services within the<br />
organisation. The shared service centre for<br />
Europe began operating on 1 January 2009.<br />
Organisationally, it is within the purview of<br />
the corporate information manager.<br />
42<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Preparations are being made for the creation<br />
of a shared service centre in the United States<br />
in 2009.<br />
The standardisation of ERP systems in each<br />
group will be continued.<br />
HUMAN RESOURCES MANAGEMENT<br />
HUMAN RESOURCES POLICY<br />
On the central level, the HRM efforts are<br />
focused primarily on guaranteeing continuity<br />
of the company. The early identification of<br />
talent for management positions and other<br />
key roles and the continuous strengthening of<br />
the organisation are of key importance in this<br />
regard.<br />
In concrete terms, that means:<br />
◾ early identification and development of<br />
talent;<br />
◾ leadership development;<br />
◾ strengthening of conduct based on the<br />
core values in our corporate culture: innovative<br />
capability, enterprise, a focus on<br />
results, trust and co-operation.<br />
These principles form an important part of our<br />
<strong>TenCate</strong> People Program. In particular,<br />
<strong>TenCate</strong> endeavours to engender a sense of<br />
commitment among employees at all levels of<br />
the company. We are constantly looking for<br />
employees with passion who are always prepared<br />
to ‘go the extra mile’.<br />
During the reporting year, <strong>TenCate</strong> increased<br />
its worldwide presence by acquiring Composix<br />
and YLA / CCS Composites (USA), Xennia (UK)<br />
and <strong>TenCate</strong> – Union Protective Fabrics. The<br />
international character of <strong>TenCate</strong> was thereby<br />
further strengthened, leading to improved<br />
control of international value chains.<br />
Economic, social and ethical factors are the<br />
criteria applied in the creation of jobs in geographic<br />
areas that are new to <strong>TenCate</strong>.<br />
Number of employees<br />
(in staff years)<br />
Year end<br />
<strong>2008</strong><br />
Year end<br />
2007<br />
Netherlands 931 975<br />
Rest of Europe 612 582<br />
United States 1,573 1,527<br />
Asia/Australia 936 641<br />
Middle East 385 295<br />
Total 4,437 4,020
ORGANISATIONAL DEVELOPMENT<br />
Our role as market leader requires strong<br />
leadership and a clear organisational structure,<br />
so that further growth can be guaranteed.<br />
During the reporting year, work began<br />
on laying the basis of a new organisational<br />
structure, based on global leadership in each<br />
group. This will strengthen and guarantee<br />
international co-operation within the groups.<br />
In addition, the lines between the Executive<br />
Board and the group managements will be<br />
shortened, leading to improved distribution of<br />
duties and responsibilities. This structure is<br />
based on a global presence of all five groups.<br />
Important principles are a decentralised<br />
organisation and lowest possible devolution<br />
of responsibilities within the organisation.<br />
Entrepreneurship is key at all levels in the<br />
groups. Efficient, central management by the<br />
holding company strengthens the aforementioned<br />
core values of the corporate culture.<br />
An appropriate degree of autonomy in the<br />
various operating companies and the active<br />
pursuit of internal and external co-operation<br />
are consistent with the company’s culture.<br />
The renewed overarching global structure of<br />
the organisation is intended to deliver greater<br />
co-operation and greater strength and provide<br />
a solid foundation for further growth in 2009.<br />
<strong>TenCate</strong> People Programme<br />
The early identification and development of talent, the development of leadership, and the<br />
reinforcement of behaviour based on the key values of our corporate culture are important<br />
components of the <strong>TenCate</strong> People Programme. The <strong>TenCate</strong> Talent Programme started up in<br />
the last quarter of <strong>2008</strong>. All <strong>TenCate</strong> employees up to 35 years of age with at least a<br />
Bachelor’s level education are invited to participate in events. These talents can improve their<br />
visibility within the organisation at these events. Continuous scouting, assessment (of poten-<br />
tial), evaluation and development of talent represent the key values of the programme.<br />
TALENT AND MANAGEMENT DEVELOPMENT<br />
For an enterprising and growing organisation<br />
such as <strong>TenCate</strong>, the prompt identification<br />
and development of in-house talent remains<br />
an important key to success. Talent is about<br />
more than having sufficient competences.<br />
Passion is also a very important motive.<br />
Management development<br />
<strong>TenCate</strong> recognises the importance of investing<br />
in the knowledge and skills of the current<br />
and potential management. The core values<br />
of entrepreneurship, leadership, innovative<br />
capability, a focus on results and co-operation<br />
are systematically strengthened in a<br />
four-layer management development (MD)<br />
programme. The purpose of this international<br />
<strong>TenCate</strong> programme is to ensure appropriate<br />
succession, the development of current and<br />
potential management and the attraction of<br />
the right talent.<br />
The MD programme was established internationally<br />
during the reporting year. 30 employees<br />
took part in two <strong>TenCate</strong> Active programmes.<br />
One programme took place in the<br />
US and was provided by Twente School of<br />
Management (TSM) in co-operation with<br />
Emory Business School in Atlanta. The other<br />
programme took place in Europe. This was<br />
also provided by TSM, in co-operation with<br />
teachers from leading European business<br />
schools.<br />
These programmes are aimed at promoting<br />
innovative capability, entrepreneurship and<br />
situational leadership. The participants are<br />
given guidance to provide them with a better<br />
understanding of the strategy formation process<br />
and its tactical and operational implementation<br />
and enable them to adjust this process<br />
as necessary. The participants carry out a<br />
strategic assignment in teams. In addition to<br />
the acquired knowledge, skill, expertise and<br />
attitude, an important added value of this programme<br />
is the mutual cooperation between<br />
the managers in the various strategic product<br />
groups and disciplines.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 43
In the final quarter of the reporting year, work<br />
commenced on the <strong>TenCate</strong> Talent programme.<br />
All <strong>TenCate</strong> employees up to the age<br />
of 35 with education at least to bachelor<br />
degree level are invited to take part in events.<br />
These events, which take place over the year,<br />
raise the visibility of these talents within the<br />
organisation. Continuous scouting, assessment<br />
(of potential), evaluation and development<br />
of talent form the core of this programme.<br />
The local management and the HRM<br />
discipline play an important role in these programmes,<br />
meeting local requirements as fully<br />
as possible.<br />
The <strong>TenCate</strong> Talent programme and the<br />
<strong>TenCate</strong> Active programme will be further<br />
expanded In 2009. For the Talent target group,<br />
a number of events will be organised over the<br />
year, in which they can participate on a voluntary<br />
basis. The aim of this is to offer this<br />
group an opportunity to become more visible<br />
within the organisation.<br />
EMPLOYMENT CONDITIONS<br />
<strong>TenCate</strong> aims to offer its employees a comprehensive<br />
and competitive package of<br />
employment conditions. To this end, regular<br />
surveys are conducted, in co-operation with<br />
44<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Hay Group and local employer organisations.<br />
The globally developed remuneration policy<br />
for the international senior and upper management,<br />
based on the Hay system, was completed<br />
during the reporting year.<br />
SAFETY<br />
Our employees on all continents are professional<br />
people who have a sense of enterprise<br />
focused on results and solutions and are prepared<br />
to take on challenges. A safe, highquality<br />
working environment is of great importance<br />
in this regard and has the utmost<br />
priority. <strong>TenCate</strong>’s policy is aimed at implementing<br />
or structuring all operations and<br />
processes in such a way that all forms of personal<br />
injury and damage to health can be<br />
avoided.<br />
This aim forms the basis of the health and<br />
safety policy implemented in all our companies.<br />
This results among other things in a relatively<br />
low level of sickness absence.<br />
SOCIALLY RESPONSIBLE<br />
ENTERPRISE<br />
SUSTAINABILITY<br />
The basis of <strong>TenCate</strong>’s sustainability policy is<br />
an optimum balance between our quality policy<br />
and our environment policy. <strong>TenCate</strong> aims<br />
to impact the environment as little as possible.<br />
Quality assurance forms the basis of this.<br />
Periodic inspections are carried out by both<br />
the holding company and the managements of<br />
the operating companies and measures are<br />
taken to avoid quality deficiencies and environmental<br />
risks. In addition, the standing policy<br />
is to ensure, by means of quality systems<br />
and independent certification, that compliance<br />
with all applicable (international) legislation<br />
and regulations – particularly on environmental<br />
aspects – is guaranteed.<br />
<strong>TenCate</strong> further developed its central policy<br />
principles for sustainability during the reporting<br />
year. The necessary improvements were<br />
made in order to fulfil and implement the previously<br />
defined key objectives. These related<br />
to areas such as environmental protection as<br />
part of integrated quality assurance, safety<br />
and protection on the shopfloor, professionalism<br />
and integrity of employees and social<br />
commitment.
MEASUREMENT PROVIDES THE ANSWERS<br />
The general principles with regard to socially<br />
responsible enterprise have been further<br />
defined and developed within the company. A<br />
fuller assessment of our sustainability policy<br />
was carried out during the reporting year. All<br />
plants worldwide were visited by the corporate<br />
risk manager and an extensive series of<br />
sustainability-related qualitative and quantitative<br />
information was obtained. The ISO<br />
14001 methodology was used as a general<br />
framework. Examples include the volumes of<br />
waste, waste by type, waste water, energy<br />
consumption and various emissions. Due to<br />
the confidentiality of such data, figures and<br />
details are not being disclosed. It was nevertheless<br />
established that comparability needs<br />
to be improved. That can be explained by the<br />
fact that each country applies its own measurement<br />
and recording methods due to historical<br />
reasons and local legislation.<br />
At product level, almost all product-market<br />
combinations were surveyed in terms of their<br />
effect on social aspects, ecological conditions<br />
and economic performance. These data have<br />
similarly not been disclosed to third parties,<br />
for competition reasons. An increasing<br />
amount of information on certain aspects of<br />
sustainability is nevertheless being provided<br />
in publications by operating companies – such<br />
as pamphlets, datasheets and websites. The<br />
results of the aforementioned internal surveys<br />
are being further studied and assessed.<br />
QUALITY ASPECTS<br />
Quality assurance is a guiding principle within<br />
our company. It begins with the process of<br />
product development. This is structured in<br />
accordance with strict procedures and criteria.<br />
Some customers apply additional quality<br />
standards which must be complied with. That<br />
is the case, for example, of materials for<br />
applications in aerospace, antiballistics and<br />
protective fabrics.<br />
Further work was carried out in <strong>2008</strong> on the<br />
standardisation and tightening up of standards<br />
in plants and sales organisations. The<br />
standardised terms and conditions of sale<br />
were rolled out to European customers during<br />
the year. They are stated in full on the website.<br />
ENVIRONMENTAL ASPECTS<br />
<strong>TenCate</strong> considers that the environmental<br />
risks have been limited as fully as possible.<br />
Environmental co-ordinators have been<br />
appointed at local level in practically every<br />
part of the world who know the specific situation<br />
and implement local legislation and regulations.<br />
The high standards applied in Europe<br />
serve increasingly as guiding principles for<br />
plants at other locations around the world.<br />
Apart from five recently acquired units, all 26<br />
plants have a quality system that is currently<br />
certified in accordance with ISO 9001 standards.<br />
Three of the five excluded plants do<br />
nevertheless have an internal quality system.<br />
With regard to environmental aspects, a<br />
growing number of plants have also been certified<br />
in accordance with ISO 14001 standards<br />
since 2000. In most cases the internal environmental<br />
policy served as the basis for this<br />
successful additional step.<br />
On the basis of environmental control systems,<br />
the aim is to limit the use of raw materials,<br />
water and energy consumption and<br />
emissions. Action is taken jointly suppliers of<br />
raw materials and customers in an effort to<br />
further reduce the environmental effects.<br />
Examples are the replacement of chemical<br />
additives by environmentally friendlier materials,<br />
improvements in the production process,<br />
reduction of energy and water consumption<br />
Royal Ten Cate Annual Report <strong>2008</strong> 45
and control of energy and waste flows. For<br />
example, <strong>TenCate</strong> Advanced Textiles in the<br />
Netherlands uses only chemicals and dies<br />
that are listed in the textile environmental<br />
database. <strong>TenCate</strong> purchases most chemicals<br />
and synthetic fibres from major multinationals<br />
who already have a policy aimed at sustainability.<br />
The <strong>TenCate</strong> operating companies devote a<br />
great deal of attention to the control of waste<br />
flows. In addition to coherent waste separation,<br />
various production sites maintain a mass<br />
balance sheet. This serves as preparation for<br />
the limitation of waste flows in the entire<br />
production process. Specific materials such<br />
as glass and bulbs, board and paper, iron and<br />
steel, as well as wood, are separated as far<br />
as possible. Any hazardous waste is collected<br />
separately and removed by recognised<br />
processing companies.<br />
A number of Dutch operating companies successfully<br />
reduced their water and energy consumption<br />
at industry level during the past<br />
year. These arrangements had previously<br />
been set out in a covenant. The aim is to<br />
achieve an energy saving of 10% within a<br />
period of 10 years. A plan for energy savings<br />
46<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
is drawn up and implemented every three<br />
years. The saving of energy across the entire<br />
chain is a central objective.<br />
The <strong>TenCate</strong> Advanced Textiles site in the<br />
Netherlands has had its own water treatment<br />
plant since June 2007. Considerable savings<br />
were made in <strong>2008</strong> in treatment charges. In<br />
2009, investments are planned in the<br />
Netherlands to enable the biogas obtained<br />
from these treatments to be burned – after<br />
cleaning – as an additional fuel in the steam<br />
boiler of <strong>TenCate</strong> Advanced Textiles, for all<br />
the existing plants. The conversion of cooling<br />
water from <strong>TenCate</strong> Grass into process water<br />
for <strong>TenCate</strong> Advanced Textiles in the<br />
Netherlands is also bearing fruit. This results<br />
in lower energy costs and discharge levies<br />
and hence less time consumption.<br />
CHAIN-FOCUSED ENVIRONMENTAL<br />
PROTECTION<br />
<strong>TenCate</strong> exercises its growing influence in the<br />
value chain on suppliers and customers in<br />
order to achieve objectives in terms of more<br />
sustainable enterprise within the value chain,<br />
although the various markets still differ in this<br />
regard, sometimes substantially. Our increasingly<br />
chain-focused approach makes it possi-<br />
Waste water purification<br />
ble to achieve objectives which also have an<br />
influence outside the company itself. Within<br />
the organisation, <strong>TenCate</strong> continues to support<br />
sustainable operation with best practices<br />
in its internal media. Operating companies are<br />
encouraged to devise projects of their own,<br />
both internally and externally.<br />
SAFETY AND PROTECTION<br />
<strong>TenCate</strong> gives the utmost priority to a safe<br />
working environment worldwide. Although<br />
any incident is one too many, the very low<br />
percentage of industrial accidents underlines<br />
this ambition. Safety is about protective<br />
equipment and awareness. Safe machines<br />
must be used safely. Training and information<br />
are targeted means of keeping employees<br />
mindful of possible risks. The operational<br />
management is required to remind colleagues<br />
on the shopfloor of the operational arrangements<br />
for personal protection. Quality, Health<br />
& Safety and Environment officers have been<br />
appointed within the operating companies.<br />
They monitor the performance in these areas<br />
in the operating companies.<br />
The new waste water purification system at <strong>TenCate</strong> Protect is the first anaerobic purification system installed in a textile plant in<br />
the Netherlands. The environmental costs are reduced by about 40%, including depreciation, operating costs and power consump-<br />
tion. Anaerobic purification does not require any oxygen, since the contamination is removed by bacteria. This results in methane<br />
(CH4), the main component of natural gas. The company aims to reuse the generated biogas to the boiler house as a power source<br />
in the near future.
INTEGRITY<br />
One of <strong>TenCate</strong>’s core values is reliability. The<br />
integrity code involves everyone who is<br />
employed in <strong>TenCate</strong> or one of its operating<br />
companies. The code is part of each individual<br />
contract of employment. A central compliance<br />
officer and a confidential adviser have been<br />
appointed to support the code. Additions<br />
were made to various points of the integrity<br />
code in <strong>2008</strong>.<br />
COMMITTED AND ACTIVE<br />
On the basis of its local responsibility,<br />
<strong>TenCate</strong> endeavours to make a positive contribution<br />
to its environment worldwide.<br />
<strong>TenCate</strong> sponsors a wide range of activities in<br />
sport, culture and other social projects. The<br />
largest project relates to its role as the main<br />
sponsor of the Heracles Almelo professional<br />
football club, which serves both a local and a<br />
commercial interest. This is the first professional<br />
football club to play official competition<br />
matches on synthetic turf. This is an<br />
important reference for <strong>TenCate</strong> Grass. The<br />
summer of <strong>2008</strong> saw the installation of the<br />
very latest synthetic turf system was<br />
installed, which now also includes sensors –<br />
a world first.<br />
POST BALANCE SHEET EVENTS<br />
In the first quarter of 2009 it was announced<br />
that imminent agreement was expected on<br />
the acquisition of a minority interest in<br />
TigerTurf, a leading company in the international<br />
synthetic turf market operating principally<br />
in Australia and New Zealand. The company<br />
markets concepts for various sports and<br />
landscape applications. Annual revenues are<br />
approximately € 50 million.<br />
OUTLOOK<br />
<strong>TenCate</strong> operates in sustainable growth markets.<br />
The company’s growth is based on<br />
worldwide trends in the field of water management<br />
and the environment, the growing<br />
demand for lightweight materials in transport<br />
and haulage (lower fuel costs) and increasing<br />
focus on safety and protection. The current<br />
economic and financial situation may temporary<br />
inhibiting effect on market developments.<br />
In the Advanced Textiles & Composites sector,<br />
protective materials for defence markets<br />
account for a large proportion of revenues.<br />
Government policies in the field of personal<br />
protection and armour (vehicles) are not<br />
expected to differ greatly from past policies.<br />
Various future projects have already been<br />
announced.<br />
The outlook in the European market for work<br />
clothing for industrial end-users is sluggish.<br />
By contrast, the outlook for high-grade safety<br />
fabrics, particularly in the professional wear<br />
market, remains positive.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 47
The space and aerospace markets are driven<br />
by long-term developments, although the current<br />
tightness in the financing market may<br />
give rise to a temporary slowdown.<br />
The US market for geosynthetics remains<br />
sluggish, whereas outside the United States<br />
the geosynthetics markets remain positive.<br />
Governments’ plans to stimulate the economy<br />
by means of infrastructure projects will have<br />
a positive effect on the geosynthetics market<br />
worldwide.<br />
Synthetic turf is continuing to gain ground<br />
worldwide. The sports market is often associated<br />
with government budgets.<br />
The recently announced plan to acquire an<br />
interest in TigerTurf will further strengthen<br />
<strong>TenCate</strong>’s market position. This is another<br />
step in the strategy of end-user marketing in<br />
the synthetic turf market.<br />
Growth opportunities are arising in this market<br />
as a result of the company’s good global<br />
strategic positioning. <strong>TenCate</strong> will continue to<br />
investigate the potential for exploiting these<br />
growth opportunities, having regard to the<br />
profit growth achieved in this area in the<br />
past.<br />
48<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>TenCate</strong> is maintaining its restrained investment<br />
policy and striving for continuing cost<br />
control as already implemented at an early<br />
stage in <strong>2008</strong>.<br />
Unlike last year, no profit forecast is being<br />
issued for the current financial year in view of<br />
the current market situation.<br />
Cruyff Court London<br />
STATEMENT FROM THE EXECUTIVE<br />
BOARD<br />
We, the Executive Board of Royal Ten Cate,<br />
have established the Annual Report and<br />
Financial Statements for <strong>2008</strong>.<br />
We hereby certify that, to the extent known<br />
to us:<br />
◾ the Financial Statements are a true representation<br />
of the capital and financial<br />
position of the company and its consolidated<br />
businesses;<br />
◾ the Annual Report is a true representation<br />
of the state of affairs on the balance<br />
sheet date and in the course of the financial<br />
year of the corporation and its affiliated<br />
companies, and that the actual risks<br />
are incorporated in the Annual Report.<br />
Almelo, 3 March 2009<br />
Executive Board<br />
L. de Vries, Chairman<br />
J. Wegstapel<br />
On 23 October <strong>2008</strong>, Dennis Bergkamp opened a Cruyff Court named in his honour. Johan Cruijff himself, the initiator of the syn-<br />
thetic turf football fields for young people, attended the occasion. Like most courts, the Cruyff Court Dennis Bergkamp was built in<br />
a residential district: Elthorne Park (Islington). Dennis Bergkamp played for Arsenal for eleven years. The partnership between<br />
<strong>TenCate</strong> and the Johan Cruyff Foundation was renewed for another three years at the end of October.
Royal Ten Cate Annual Report <strong>2008</strong> 49
PROTECTION. THE MOST NATURAL THING IN THE WORLD.<br />
50 PROTECTIVE FABRICS<br />
<strong>TenCate</strong> offers protective fabrics for a great variety of applications. The<br />
risk level always determines the choice. These are all high-tech fabrics,<br />
such as textiles for fire fighters. They are also all inherently flameresistant.
<strong>TenCate</strong> Tecashield provides maximum protection and comfort thanks<br />
to a multi-layer structure. It allows fire fighters to approach the source<br />
of a fire more closely without endangering their lives more than<br />
absolutely necessary. The clothing underneath the fire fighter’s suit<br />
is also part of the total protective system.<br />
In everyday life, Geert Gottemaker is an<br />
employee of <strong>TenCate</strong> in Nijverdal, the<br />
Netherlands. He has been handling important<br />
parts of the production process for<br />
protective fabrics at <strong>TenCate</strong> Protective<br />
Fabrics for over 24 years.<br />
Together with four other <strong>TenCate</strong> colleagues,<br />
Geert is also a member of the<br />
voluntary fire brigade of the Dutch municipality<br />
of Hellendoorn, of which Nijverdal<br />
forms part. As a result, he and his fire fighting<br />
colleagues test the practical side of<br />
the protective fabrics their employer<br />
manufactures again and again. Geert has<br />
been a volunteer with the fire brigade for<br />
14 years now.
Advanced Textiles & Composites<br />
KEY FIGURES<br />
Advanced Textiles & Composites <strong>2008</strong> 2007 2006 2005 2004<br />
in millions of euros unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
481.0 350.3 279.7 285.6 229.9<br />
(EBITA) 61.5 40.2 21.3 16.8 11.2<br />
EBITA margin (%) 12.8 11.5 7.6 5.9 4.9<br />
Operating result (EBIT) 52.9 38.7 20.9 16.5 11.1<br />
Investments 11.7 17.0 11.7 13.2 4.0<br />
Depreciation and amortisation 17.6 10.8 6.1 6.2 5.6<br />
Net assets 286.4 197.6 124.9 124.2 113.6<br />
Staff years at year-end<br />
EBITA as percentage of net average capital<br />
1,651 1,238 1,203 1,171 1,204<br />
employed 22.9 22.6 17.1 13.5 10.5<br />
ACTIVITIES<br />
The Advanced Textiles & Composites sector<br />
consists of the following market groups:<br />
◾ <strong>TenCate</strong> Protective Fabrics and<br />
<strong>TenCate</strong> Outdoor Fabrics<br />
High-grade protective and safety fabrics for<br />
the defence and professional wear market,<br />
and for the high-grade segment of the outdoor<br />
market.<br />
52<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
◾ <strong>TenCate</strong> Space & Aerospace<br />
Composites and <strong>TenCate</strong> Armour<br />
Composites<br />
Composites for the aerospace industry and<br />
special industrial applications and for personal<br />
protection and vehicle armour, including<br />
composite materials with bullet-, fragment-,<br />
knife- and needle-proof characteristics.<br />
Protection against electric arcs<br />
REVENUES AND RESULTS<br />
The revenues of the Advanced Textiles &<br />
Composites sector increased by 37% to € 481<br />
million. The acquisition of the US company<br />
Composix (antiballistics) made a substantial<br />
contribution to the growth of this sector.<br />
Organic revenue growth amounted to 8%.<br />
Operating income before amortisation<br />
amounted to € 61.5 million. The EBITA margin<br />
rose further to 12.8%. This excellent result<br />
was due primarily to the very good performance<br />
in defence-related markets (safety fabrics<br />
for military applications and antiballistic<br />
materials).<br />
Organic EBITA growth amounted to 0%. The<br />
good growth in the United States was thus<br />
negated by the European activities in the field<br />
of protective fabrics.<br />
INVESTMENTS<br />
Investments in tangible and intangible fixed<br />
assets amounted to € 11.7 million during the<br />
reporting year. They were made primarily in<br />
the composites market segment, in anticipation<br />
of future growth. This concerns among<br />
other things the supplies of <strong>TenCate</strong> Cetex®<br />
to Airbus for the Airbus A380 programme.<br />
Preparations are also being made for develop-<br />
Industrial businesses are increasingly aware of risks their operations present to employees. The most common injury is caused by<br />
electric arcs resulting from short-circuits and incorrect switching operations. As a result, demand for protective clothing is grow-<br />
ing. Legislation in this field is also evolving. Multi-layer systems must be deployed for protection against strong electric arcs to<br />
achieve a higher insulation value. <strong>TenCate</strong> Protective Fabrics already markets a range of fabric combinations and is working on the<br />
development of a multi-layer system that provides Class 2 protection according to the electric arc standard. The objective is to<br />
minimise the weight of this system in order to retain the comfort-related properties of the clothing.
ments in the Airbus A350 XWB programme.<br />
Investments were also made in production<br />
capacity based on UD (unidirectional) tape<br />
technology, which will be used for new developments<br />
in aerospace and oil and gas extraction<br />
(including drill pipes). The latter activity<br />
represents an expansion of <strong>TenCate</strong>’s scope<br />
of application for composites. This technology<br />
was acquired as a result of the acquisition of<br />
the US composites company Phoenixx.<br />
PROTECTIVE FABRICS AND<br />
OUTDOOR FABRICS<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is the market leader in America and<br />
Europe in the field of protective fabrics. The<br />
products offer protection against risks in the<br />
workplace, for example from chemicals, fire<br />
and static electricity. The market is tightly<br />
regulated, as governments have enacted<br />
employment legislation specifying safety<br />
standards in certain risk areas. <strong>TenCate</strong>’s customers<br />
are ready-to-wear clothing producers<br />
and industrial clothing laundries offering a<br />
total range of professional wear and work<br />
clothing for end-users. <strong>TenCate</strong> focuses traditionally<br />
on industrial markets, firefighting and<br />
emergency services as well as the healthcare<br />
sector.<br />
In the last two years there has been very<br />
strong growth in military markets, for which<br />
<strong>TenCate</strong> has developed concept products.<br />
After <strong>TenCate</strong> Defender M was selected as<br />
the US standard for uniforms with fire-resistant<br />
protection in <strong>2008</strong>, this product has<br />
become one of the main pillars of the strong<br />
growth that has taken place in this field.<br />
<strong>TenCate</strong>’s strategy is focused on the use of<br />
end-user marketing to make target groups<br />
aware of protection concepts in order to exert<br />
an influence on specifications. <strong>TenCate</strong>’s<br />
positioning is supported by a brand policy<br />
based mainly on quality and functionality in<br />
the field of high-grade protection. <strong>TenCate</strong><br />
has also the ability to supply customised products,<br />
which have proved successful with the<br />
US armed forces.<br />
<strong>TenCate</strong> has a broad technological basis and<br />
excellent access to the worldwide commodities<br />
market. This is due to its long-term focus<br />
on this niche market and its scale as a global<br />
player.<br />
<strong>TenCate</strong> further strengthened its market position<br />
in <strong>2008</strong> by becoming the first western<br />
company to enter into a co-operation agreement<br />
with a producer in Asia (Thailand) for<br />
the growing local market.<br />
GENERAL PERFORMANCE<br />
In Europe, the market for protective and outdoor<br />
fabrics was under pressure. <strong>TenCate</strong>’s<br />
focus in this market has traditionally been<br />
mainly on the industrial segment of work<br />
clothing and professional wear. The company<br />
withdrew from the market for contract finishing<br />
(pretreatment and finishing of fabrics for<br />
third parties) during the year. As a result, the<br />
organisation was slimmed down and a further<br />
step was taken in the concentration of the<br />
two production plants (Nijverdal, Netherlands).<br />
The aim of this is to focus more on high-grade<br />
materials. This operation involved the loss of<br />
47 posts in mid-<strong>2008</strong>.<br />
In the United States, <strong>TenCate</strong> succeeded in<br />
maintaining growth in the field of protective<br />
fabrics. Approximately half of the revenues<br />
generated in the US in this market segment<br />
related to defence applications, mostly<br />
<strong>TenCate</strong> Defender M. This product, which<br />
has only been on the market since May 2007,<br />
Royal Ten Cate Annual Report <strong>2008</strong> 53
has been developed for a wide field of application.<br />
Wearing comfort and good value for<br />
money are the key aspects. The expansion of<br />
the rayon fibre capacity at the Austrian company<br />
Lenzing AG, which supplies one of the<br />
components for <strong>TenCate</strong> Defender M, enabled<br />
<strong>TenCate</strong> to offer considerably higher volumes<br />
in the market in the second half of<br />
<strong>2008</strong>.<br />
In addition to the US armed forces, there is<br />
growing interest among armed forces in<br />
Europe, because of the increasing concern for<br />
security and the general level of protection is<br />
being raised. The first orders from outside the<br />
US are expected in 2009. Further product differentiation<br />
in the Defender line led to an<br />
expansion of the product range and additional<br />
demand.<br />
A substantial order for <strong>TenCate</strong> Gen2, worth<br />
€ 35 million, was received in December <strong>2008</strong>.<br />
This is a product for military applications<br />
based on aramid fibres and delivering a very<br />
high level of protection.<br />
The firefighting market in the US is the second<br />
most important market. After a good<br />
start, growth weakened somewhat in the second<br />
half of the year. Full-year revenues were<br />
54<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
higher, but budget cuts became evident in the<br />
course of the year. <strong>TenCate</strong> in an excellent<br />
position to offer cheaper solutions if the market<br />
requires them for budgetary reasons.<br />
In the US, <strong>TenCate</strong> achieved success in the<br />
industrial market for firefighting protection<br />
with the <strong>TenCate</strong> Tecasafe® product (<strong>TenCate</strong><br />
Tecasafe Plus) adapted for this market.<br />
<strong>TenCate</strong> also generated growing revenues In<br />
this industrial market.<br />
In Asia, <strong>TenCate</strong> achieved success with<br />
<strong>TenCate</strong> Tecasafe among major companies in<br />
the oil industry. Asia and South America are<br />
attractive growth markets.<br />
TECHNOLOGICAL DEVELOPMENTS<br />
Details of the technological developments in<br />
this sector can be found on page 65, which<br />
contains a description of the Technologies<br />
sector. This includes Xennia Technology ltd. A<br />
majority interest (75%) was acquired in this<br />
British company in March <strong>2008</strong>.<br />
The technology platforms developed jointly by<br />
Xennia and <strong>TenCate</strong> were used commercially<br />
in <strong>2008</strong> in the ceramics industry through the<br />
Spanish company Creta Print, an OEM (original<br />
equipment manufacturer) partner which<br />
produces and sells machines in this sector.<br />
Continued development is taking place for<br />
applications on textile substrates. Initial contacts<br />
have been made with industrial partners.<br />
Work is being carried out on the development<br />
of the first industrial width test<br />
machine which can be used to produce test<br />
runs.<br />
OUTLOOK<br />
The signs coming from the market at the end<br />
of <strong>2008</strong> pointed to a sharp slowdown. This<br />
was mainly evident in the European market<br />
for professional wear and work clothing.<br />
Business investments fell back and projects<br />
were deferred.<br />
The measures taken to control costs helped<br />
offset the less favourable market conditions.<br />
By contrast, expectations for the defence<br />
market remain positive. There is a good possibility<br />
that – following the example of<br />
America – the standard for fire-resistant protection<br />
for military applications will be raised<br />
in Europe.
SPACE & AEROSPACE COMPOSITES<br />
AND ARMOUR COMPOSITES<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is one of the leading companies in<br />
space and aerospace composites. These are<br />
composite materials which replace traditional<br />
materials (aluminium) and make an important<br />
contribution to aspects such as weight saving<br />
and reduced production costs. The material is<br />
used for interior and structural parts.<br />
In the US, <strong>TenCate</strong> became the number one in<br />
composite materials for space applications<br />
following the acquisition of YLA/CCS<br />
Composites. <strong>TenCate</strong> is active in the aircraft<br />
industry in the field of civil aviation and small<br />
private aircraft, as well as in military aviation.<br />
The main civil aviation customers are Airbus<br />
and Boeing and their direct suppliers. <strong>TenCate</strong><br />
has initially focused on these two manufacturers<br />
and the market will be further developed<br />
from that basis. The start-up of production<br />
for aerospace has required substantial<br />
investments in the past few years. The<br />
<strong>TenCate</strong> Cetex® material now occupies a<br />
strong position. Among other products, the<br />
leading edge of the wing (J-nose) and the<br />
engine intakes are manufactured from this<br />
material.<br />
Composites for aviation and aerospace<br />
<strong>TenCate</strong> is involved as a technology partner in<br />
the development of materials and their use in<br />
the development and design of new aircraft.<br />
In acquiring the US company Phoenixx,<br />
<strong>TenCate</strong> took an important step in the development<br />
of UD technology for the aerospace<br />
sector. This has strengthened its position as a<br />
development partner and supplier to the<br />
entire aircraft sector has been strengthened.<br />
In view of the strong revenue growth in<br />
armour composites, the relative importance<br />
of the aviation sector is still limited.<br />
Nevertheless, the building rates point to<br />
strong future revenue growth, which began in<br />
<strong>2008</strong> with the launch of the Airbus A380.<br />
<strong>TenCate</strong> is the global market leader in concepts<br />
for ballistic protection for personnel and<br />
materiel. Following the acquisition of Composix<br />
in the United States, <strong>TenCate</strong> also has a<br />
strong position in this field in America, which<br />
is evidenced partly in the considerable orders<br />
placed with <strong>TenCate</strong> in <strong>2008</strong>. Customers are<br />
mainly large industrial conglomerates in the<br />
defence industry, manufacturers of trucks,<br />
aircraft, helicopters etc. and the related suppliers.<br />
The specifications are determined by<br />
government bodies (defence ministries).<br />
<strong>TenCate</strong> finalised the acquisition of YLA and CCS Composites in March <strong>2008</strong>. YLA is a manufacturer of advanced thermoset com-<br />
posites, which focuses on supplying manufacturers in the field of satellites and communication, aviation, defence and power gen-<br />
eration. CCS Composites is a manufacturer of composite components. These are used in commercial and military aviation, satel-<br />
lites, oil and gas extraction, and industrial applications. The Advanced Extremely High Frequency (AEHF) satellite communication<br />
system is one example.<br />
<strong>TenCate</strong> operates as a single group with<br />
regard to the exchange of knowledge and<br />
solutions, provided that is permitted by the<br />
defence authorities.<br />
<strong>TenCate</strong> occupies an important position as a<br />
(fibre-)independent producer of composites.<br />
The company processes a range of fibres<br />
including aramid, glass and carbon on behalf<br />
of third parties. <strong>TenCate</strong> has a wide range of<br />
products, but has focused on aerospace and<br />
armour because these are highly specialised<br />
and high-grade markets with comparable<br />
structures and dynamics. Weight saving is a<br />
characteristic of both markets, but a range of<br />
requirements and specifications form the<br />
basis for the ultimate solution which has to<br />
be embedded in the material.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 55
GENERAL PERFORMANCE AND<br />
OUTLOOK<br />
SPACE & AEROSPACE COMPOSITES<br />
Europe was dominated by the scaling up of<br />
production for Airbus in <strong>2008</strong> for the launch<br />
of the A380. There was volume growth, but<br />
this was not reflected in earnings.<br />
The scaling up involved costs incurred for the<br />
addition of new capacity and qualification of<br />
new products.<br />
As a result of the financial crisis, the entire<br />
industrial sector began to reduce inventories<br />
at the end of the year, leading to delays in<br />
deliveries. The longer-term market trend for<br />
lightweight composite materials remains positive.<br />
Strong growth was recorded in this market<br />
segment In America, partly due to the<br />
strengthened position following the acquisition<br />
of YLA/CCS Composites. A great deal of<br />
energy was devoted to the integration of the<br />
various companies during the year.<br />
This market also saw weakening growth<br />
towards the end of the year, mainly due to a<br />
sharp decline in the market small private jets.<br />
Increased revenues in areas such as space<br />
and communication (radomes) continued to<br />
provide strong support for growth.<br />
56<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
OUTLOOK FOR SPACE & AEROSPACE<br />
COMPOSITES<br />
As a result of the financial market crisis<br />
referred to earlier, there is prevailing uncertainty<br />
in this market. Although underlying<br />
demand remains unchanged, uncertainty is<br />
being fuelled by potential financing problems<br />
for airlines wishing to purchase new aircraft.<br />
However, neither Airbus nor Boeing have<br />
announced any downward adjustments in production<br />
volumes. Demand for small jets is<br />
expected to decline in 2009.<br />
Expectations remain positive for the military<br />
aviation and space markets.<br />
ARMOUR COMPOSITES<br />
The largest proportion of revenues in composites<br />
are related to armour. Although developments<br />
in the Eastern European market were<br />
positive, the developments in the American<br />
market in <strong>2008</strong> were particularly encouraging.<br />
Substantial orders were received for vehicle<br />
armour at the beginning of <strong>2008</strong>. <strong>TenCate</strong><br />
generated substantial revenues from the<br />
MRAP (Mine Resistant Ambush Protection)<br />
and Stryker programmes in America. There<br />
are similar market requirements In Europe, but<br />
they are on a much smaller scale and are more<br />
fragmented.<br />
<strong>TenCate</strong> composites at home in space<br />
A positive factor is the co-operation with<br />
other <strong>TenCate</strong> businesses in the field of protective<br />
fabrics (<strong>TenCate</strong> Defender M).<br />
Market synergies can be achieved here. Joint<br />
presentations at trade fairs and joint marketing<br />
strengthen <strong>TenCate</strong>’s proposition for the<br />
defence market with regard to general protection<br />
of personnel and materiel. The system<br />
approach is also applied in this area. A conceptual<br />
approach to theme of protection is<br />
more effective than a more product-oriented<br />
individual approach.<br />
An important aspect is the project-based<br />
character of the businesses, which means<br />
among other things that they must be flexible<br />
in their cost structure. The worldwide market<br />
presence, the breadth of the product portfolio<br />
and the conceptual approach are important<br />
strengths in the organisation.<br />
After travelling for over nine months, the Phoenixx Mars Lander made a successful landing on Mars on 26 May <strong>2008</strong>. Among other<br />
things, the space probe consists of <strong>TenCate</strong> Thermo-Lite, advanced thermoset composites produced by <strong>TenCate</strong> Advanced<br />
Composites USA. This company has a leading position in the American space industry. The two science decks and sides of these<br />
decks are also made from <strong>TenCate</strong> materials, as are the heat shield, the casing of the probe, and the landing radar antenna of the<br />
telecommunication panel.
OUTLOOK FOR ARMOUR COMPOSITES<br />
A number of extremely large number of<br />
projects took place in <strong>2008</strong>, and it is not certain<br />
that the performance can be matched.<br />
The annual revenues in this market depend<br />
greatly on the number and size of projects. No<br />
major programmes are planned in the short<br />
term. Larger-scale projects are expected for<br />
the MATV (MTAP All Terrain Vehicle) programme<br />
at the end of 2009. The size and timing<br />
of the potential revenues are uncertain.<br />
There are various possibilities In Europe there<br />
and the market is expected to continue to<br />
yield a good level of revenues. These expectations<br />
are based on the fact that government<br />
budgets for security are not being cut as a<br />
result of the economic situation. This is partly<br />
reflected in the defence programmes already<br />
announced for armour and modernisation programmes.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 57
SAVING WATER. THE MOST NATURAL THING IN THE WORLD.<br />
58 GRASS<br />
Synthetic turf has a number of sustainable benefits. Synthetic turf<br />
fields can be used far more intensively in top sports and mixed sports,<br />
reducing the amount of space needed. Trainings and matches can be<br />
held in all weather conditions.
In terms of maintenance, its water saving properties and reduced<br />
pesticide use are the most notable properties. This also applies to<br />
synthetic turf for landscaping, which is used for instance between the<br />
bus lanes for the public transport facilities in the Roombeek district in<br />
Enschede, a city in Twente.<br />
Kees van der Meiden has been the<br />
enthusiastic and motivated director of the<br />
TwentseWelle Museum in Enschede since<br />
<strong>2008</strong>. He travels by public transport on<br />
a regular basis.<br />
The museum is a modern open depot<br />
museum, one of the biggest showcases in<br />
Europe. Interactive presentations are used<br />
to tell ‘The Big Story’ of the Twente region.<br />
It describes how man found this region just<br />
after the last ice age and decided to live<br />
there. The museum focuses on nature,<br />
hunting, agriculture, the development of<br />
land to city and region, the (textile) industry,<br />
innovation and technique. It also exhibits<br />
<strong>TenCate</strong> materials.
Geosynthetics & Grass<br />
KEY FIGURES<br />
Geosynthetics & Grass <strong>2008</strong> 2007 2006 2005 2004<br />
in millions of euros unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
497.8 468.3 397.5 273.9 231.9<br />
(EBITA) 37.8 30.4 25.6 23.8 21.8<br />
EBITA margin (%) 7.6 6.5 6.4 8.7 9.4<br />
Operating result (EBIT) 34.8 28.3 25.5 23.8 21.8<br />
Investments 29.0 44.9 28.9 10.5 5.3<br />
Depreciation and amortisation 23.0 20.0 13.7 7.9 7.9<br />
Net assets 427.4 354.8 215.8 206.4 98.2<br />
Staff years at year-end<br />
EBITA as percentage of net average<br />
2,129 2,053 1,633 1,544 1,176<br />
capital employed 8.8 8.9 12,9 22,6 21,9<br />
ACTIVITIES<br />
The Geosynthetics & Grass sector consists of<br />
the following market groups:<br />
◾ <strong>TenCate</strong> Geosynthetics and <strong>TenCate</strong><br />
Industrial Fabrics<br />
Fabrics, grids and nonwovens for use in civil<br />
engineering, the construction industry and the<br />
environmental market, as well as industrial<br />
fabrics for various applications, such as fish<br />
farms, agribusiness, sports and recreation.<br />
60<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
◾ <strong>TenCate</strong> Grass<br />
Synthetic turf components, including synthetic<br />
turf fibres and backing, for a wide range of<br />
applications, such as football, hockey and<br />
other sports pitches, as well as landscaping.<br />
REVENUES AND RESULTS<br />
The revenues of the Geosynthetics & Grass<br />
sector rose 6% to € 497.8 million. On an organic<br />
basis, the rise was 5%. The revenues grew<br />
amid less favourable market conditions in the<br />
geosynthetics market in the United States,<br />
which is an important geographic market.<br />
<strong>TenCate</strong> Mirafi ® builds dykes<br />
Operating income before amortisation of<br />
intangible fixed assets (EBITA) rose by 24% to<br />
€ 37.8 million. The EBITA margin increased to<br />
7.6% despite unfavourable trends in commodity<br />
prices. At the beginning of <strong>2008</strong> <strong>TenCate</strong><br />
announced its intention that this margin<br />
should rise to at least 10% within two years.<br />
Organic EBITA growth amounted to 20%.<br />
INVESTMENTS<br />
The investments in this sector amounted to<br />
€ 29.0 million. A major investment concerned<br />
the production expansion for geosynthetics in<br />
the Asian market. The new plant at Zhuhai<br />
(China) was opened in June <strong>2008</strong>. The synthetic<br />
turf production capacity at Dayton (United<br />
States) and in Dubai was also expanded.<br />
GEOSYNTHETICS AND INDUSTRIAL<br />
FABRICS<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is the largest producer worldwide in<br />
the field of (high-strength) fabrics and nonwovens<br />
for infrastructure, the construction<br />
industry and environmental applications<br />
(Geosynthetics) as well as industrial fabrics<br />
for sectors including the agriculture, horticulture<br />
and recreation sectors (Industrial<br />
Fabrics). This group generates by far the larg-<br />
The Calcasieu River is one of the lifelines between the harbour of Lake Charles in Louisiana and the Gulf of Mexico, one of the<br />
world’s most vulnerable environments. The river is dredged systematically to preserve its depth. It is lined with a dyke created<br />
from different qualities of <strong>TenCate</strong> Mirafi ® , materials produced by <strong>TenCate</strong> Geosynthetics North America. The materials provide<br />
stability, adequate water permeability and can act as a storage facility. The dyke is sustainable and represents modest annual<br />
maintenance costs. The harbour of Lake Charles in Louisiana will remain accessible for all water-based transport for decades to<br />
come.
est proportion of sales in the first of these<br />
market segments.<br />
A distinction should be drawn between<br />
wovens and nonwovens (fleeces). Woven<br />
products are generally stronger and can withstand<br />
greater forces. The non-woven market<br />
can be characterised as a volume market. The<br />
important factor for <strong>TenCate</strong> is that the company<br />
is strongly represented in both market<br />
segments and provides extensive technical<br />
advice on the use of geosynthetics for civil<br />
engineers, construction managers and contractors.<br />
Here too, the aim is to achieve a system<br />
approach focused on solutions.<br />
Geosynthetics form part of the overall structure<br />
and deliver functional added value.<br />
The market is devoting increasing attention to<br />
the positive environmental aspects of geosynthetics.<br />
The alternatives are mostly concrete,<br />
stone and steel, which often have to be transported<br />
over long distances. By contrast, geosynthetics<br />
use materials that are available<br />
locally (sand, sludge). In the case of land reclamation<br />
(hydraulic filling with sand), there is<br />
usually considerably less need for dredging. In<br />
many cases that has a positive effect on the<br />
environment.<br />
These environmental arguments and reduced<br />
environmental impacts are increasingly being<br />
incorporated in the promotion, design and<br />
specifications.<br />
GENERAL PERFORMANCE IN <strong>2008</strong><br />
Persistent sluggishness in the American market<br />
in <strong>2008</strong> resulted in a decrease in volumes<br />
in the United States, one of the most important<br />
markets for geosynthetics. The other<br />
geographic markets (Europe and Asia) continued<br />
to grow. In Asia in particular, where major<br />
infrastructure projects took place in the civil<br />
engineering sector, sales grew strongly.<br />
Geographic markets such as Africa and South<br />
America also showed growth.<br />
<strong>TenCate</strong>’s market share in the United States<br />
increased. Cost measures were taken at an<br />
early stage in 2007 and <strong>2008</strong>, which had a<br />
positive impact on profitability.<br />
The most salient development, which was of<br />
importance for the entire Geosynthetics &<br />
Grass sector, was the very sharp rise in raw<br />
material costs in-mid <strong>2008</strong>. Price rises put<br />
margins under pressure for a considerable<br />
time. <strong>TenCate</strong> can pass on rises in raw material<br />
costs after a certain period, but sudden<br />
movements of the scale seen in <strong>2008</strong> had a<br />
clearly negative impact. The final months of<br />
the year saw very steep fall in commodity<br />
prices. This is traditionally the period in which<br />
activities in the market (construction, contracting)<br />
are at a low level.<br />
A business simplification process is being<br />
implemented throughout the <strong>TenCate</strong><br />
Geosynthetics Group, with priorities being<br />
reset and attention being focused on the overall<br />
product portfolio. In addition, internal cooperation<br />
is being encouraged by means of<br />
single management, redefinition of commercial<br />
responsibilities, exchanges of product<br />
knowledge and identification of worldwide<br />
growth opportunities.<br />
<strong>TenCate</strong> Geosynthetics is contributing to a<br />
range of attractive projects worldwide. An<br />
example is the repair work following the damage<br />
caused by Hurricane Katrina in New<br />
Orleans. In <strong>2008</strong>, the work still involved mainly<br />
small-scale repairs, but at the end of <strong>2008</strong><br />
the group participated in a major restoration<br />
project. Further related projects are expected<br />
in 2009.<br />
In Asia in particular, where the ground is less<br />
stable, geosynthetics are used frequently in<br />
Royal Ten Cate Annual Report <strong>2008</strong> 61
the construction of roads and railway lines.<br />
These are often large-scale projects.<br />
TECHNOLOGICAL DEVELOPMENTS<br />
<strong>TenCate</strong> sees a large market for the combination<br />
of geosynthetics and sensors. Smart geosynthetics<br />
can be used for security, monitoring<br />
of engineering structures, artificial grass<br />
(the new pitch at the Heracles Almelo football<br />
club is equipped with sensors which measure<br />
the load on the pitch) and the environment<br />
(measurement of pollution from leaks in storage<br />
basins and tanks etc.).<br />
Trial projects have been successfully conducted<br />
in recent years. <strong>TenCate</strong> is working with a<br />
technology partner in the field of high-quality<br />
optical fibres. In this context, <strong>TenCate</strong> is<br />
launching new products, fitted with sensor<br />
technology, in the market for land-based and<br />
hydraulic applications. Together with its partners,<br />
<strong>TenCate</strong> took part in the Dutch IJkdijk<br />
project (see www.ijkdijk.nl) in order to conduct<br />
trials in the intelligent dyke construction<br />
system of the future.<br />
OUTLOOK<br />
All signs are pointing to a further weakening<br />
of the global economy, which does not offer<br />
good prospects for the construction sector<br />
62<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
and the infrastructure projects market. In<br />
addition to the American market, the other<br />
geographic markets are expected to be affected<br />
to a certain extent. By contrast, there are<br />
signs that governments will promote projects<br />
to stimulate economic growth. <strong>TenCate</strong> does<br />
not expect this to lead to additional sales in<br />
the first half of 2009, but such government<br />
policies will have a positive impact in the<br />
longer term. <strong>TenCate</strong> is also encouraged by<br />
indications that government stimulus policies<br />
should also have other positive environmental<br />
effects, including in other areas of materials<br />
engineering.<br />
Past and future cost measures and the results<br />
of the business simplification process will<br />
have a further positive impact on profitability.<br />
A decrease in sales therefore does not necessarily<br />
have to lead to a decrease in operating<br />
margins.<br />
GRASS<br />
MARKET POSITION AND STRATEGY<br />
The <strong>TenCate</strong> Grass group has a leading position<br />
worldwide in the market for synthetic turf<br />
fibres and backing for synthetic turf. <strong>TenCate</strong><br />
is therefore almost at the beginning of the<br />
supply chain. By entering into alliances with<br />
marketing organisations which carry out<br />
Cost-effective, environmentally friendly and simple<br />
projects, <strong>TenCate</strong> contributes to increased<br />
quality awareness, among both end-users and<br />
companies in the value chain. In the case of<br />
synthetic turf sports pitches, there is a certification<br />
process which lays down the specifications<br />
of sports pitches and thus determines<br />
the performance (technical sporting characteristics).<br />
In order to guarantee these characteristics<br />
as effectively as possible during the<br />
economic life of the pitch, close co-operation<br />
is required in the business chain (production<br />
of components, processing, installation and<br />
maintenance). <strong>TenCate</strong> calls this co-operation<br />
process end-user marketing. As part of the<br />
process, alliances have been entered into and<br />
equity interests acquired in various synthetic<br />
turf businesses, such as Edel Grass and<br />
GreenFields. The intended acquisition of an<br />
interest in TigerTurf was announced in<br />
February 2009.<br />
Improvement in the performance of synthetic<br />
turf sports pitches, particularly for football, is<br />
one of the key challenges in this market. The<br />
market penetration of synthetic turf in sport<br />
has risen sharply in the last few years, but is<br />
still fairly low worldwide. A greater degree of<br />
co-operation, the use of only environmentally<br />
friendly components, the reduction of pro-<br />
Schnecksville, Pennsylvania, is growing steadily. One of the consequences of that growth is its increasing car traffic, necessitating<br />
reconstruction and widening of the through road. However, the town wanted to protect the surrounding nature reserve, rich in<br />
water, as much as possible from the work. The construction had to take up as little space as possible. The best solution – because<br />
it was the most cost-effective, environmentally friendly and simply one – was a stabilised earth retaining wall with <strong>TenCate</strong> geo-<br />
synthetics and geogrids. These materials are perfectly suited for layered soil stabilisation in such steep road structures.
curement and replacement costs as well as a<br />
greater degree of certainty with regard to<br />
performance will have a positive impact on<br />
acceptance. Synthetic turf potentially offers<br />
unprecedented benefits over the year compared<br />
to natural grass as a sports playing surface.<br />
The market position as a producer of synthetic<br />
turf fibres is partly based on economies of<br />
scale. <strong>TenCate</strong> is the only supplier in the market<br />
with such a wide product portfolio (product<br />
differentiation) in the field of sports and<br />
landscaping. With production facilities in the<br />
Netherlands, Dubai and the US, <strong>TenCate</strong> has<br />
organised its production more cost-effectively<br />
and the logistical lines to customers in the<br />
sector are short.<br />
The technology component has also been<br />
strongly developed within the grass group.<br />
<strong>TenCate</strong> has a large number of valuable patents.<br />
Formulations are developed in-house<br />
which give fibres high wear resistance and<br />
make them flexible and resilient.<br />
Technologies available within <strong>TenCate</strong> as a<br />
whole are drawn upon to devise new methods<br />
for the production of synthetic turf carpet.<br />
<strong>TenCate</strong> has demonstrated its technological<br />
leadership in new developments for many<br />
years. The company also strives to develop a<br />
safe product which makes a positive contribution<br />
to the prevention of sports injuries (synthetic<br />
turf for a safe and sustainable sporting<br />
experience).<br />
PERFORMANCE IN <strong>2008</strong><br />
The Grass group generated revenue growth of<br />
16%, resulting in a larger share of the total<br />
revenues of the Geosynthetics & Grass sector.<br />
The increase in revenues was partly<br />
caused by the price effect. In volume terms,<br />
growth fell short of the high expectations,<br />
particularly due to the sluggishness market<br />
conditions in the second half of <strong>2008</strong>. The<br />
sluggishness was partly due to the initial<br />
sharp rise in raw material costs in the high<br />
season, after which they fell back sharply.<br />
The increased scarcity of financial resources<br />
in the final four months of <strong>2008</strong> prevented<br />
some operators from building inventories<br />
before the year-end for the forthcoming season.<br />
This extreme situation led to lower revenue<br />
growth than could be expected on the<br />
basis of general market forecasts. This situation<br />
also put downward pressure on prices.<br />
Production was partly shut down at the end<br />
of <strong>2008</strong> in order to control working capital.<br />
New products were developed in <strong>2008</strong> offering<br />
superior quality characteristics. The<br />
<strong>TenCate</strong> Monoslide ® Pro fibre is an example<br />
of a resilient and durable fibre which has been<br />
developed primarily for football. For a number<br />
of strategic partners, specific products with<br />
high functional characteristics are developed<br />
for applications in hockey, tennis and football.<br />
The XP fibre has been developed particularly<br />
for intensively used facilities such as Cruyff<br />
Courts ® , a concept developed jointly with<br />
<strong>TenCate</strong> and provided by the Cruyff<br />
Foundation. This fibre is manufactured on<br />
unique machines in accordance with a specific<br />
formulation. The <strong>TenCate</strong> Tapeslide ® XP<br />
fibre is thus a unique and particularly wearresistant<br />
yet soft product, which is particularly<br />
sliding-friendly. Substantial revenue growth<br />
was achieved with this product, demonstrating<br />
that the characteristics of fibres lead to<br />
considerable sale volumes worldwide. That is<br />
an important success factor in the development<br />
of unique fibres of high functional quality<br />
marketed through <strong>TenCate</strong>-dedicated parties.<br />
For this reason the decision was also taken<br />
during the year to rationalise the range of volume<br />
products. This concerned products with<br />
Royal Ten Cate Annual Report <strong>2008</strong> 63
too limited distinctive capability and products<br />
at the end of their life cycle. The market for<br />
such products is price sensitive. These products<br />
provide little support for a conceptual<br />
system approach and increased quality<br />
awareness in end-markets.<br />
Since <strong>2008</strong>, the organisation has been managed<br />
as an integrated group on the basis of a<br />
regional market strategy and global account<br />
management, with the optimum production<br />
method (location) being chosen with the highest<br />
level of efficiency. The synthetic turf<br />
activities of Mattex in Dubai have been fully<br />
integrated. An integrated customer approach<br />
also applies among the <strong>TenCate</strong> businesses in<br />
the United States and the Netherlands.<br />
The sports market is currently the most important<br />
market for synthetic turf, but the landscaping<br />
market has the potential to surpass<br />
the sports market. Water conservation is one<br />
of the main reasons for using synthetic turf in<br />
gardens and public green spaces.<br />
Within the sports market, the football market<br />
is seeing the highest growth. A sports-related<br />
market is the market for multisport applications,<br />
particularly in schools. This market is<br />
focused on America and Asia. Each market<br />
64<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
requires products with specific functional<br />
characteristics.<br />
<strong>TenCate</strong> generated its lowest growth in Asia<br />
as a result of high import duties. These make<br />
it more difficult for <strong>TenCate</strong> to compete in the<br />
middle segment of the market. The lower market<br />
segment is of such a low quality level that<br />
<strong>TenCate</strong> does not cater to it.<br />
TECHNOLOGICAL DEVELOPMENTS<br />
<strong>TenCate</strong> originated as a producer of components.<br />
The combination of components to a<br />
large extent determines the technical sporting<br />
characteristics. The substructure (layers<br />
under the top layer) nevertheless provide certain<br />
characteristics, such as shock absorption<br />
and ball bouncing behaviour. <strong>TenCate</strong>’s technological<br />
developments are aimed partly at<br />
integrating as many functionalities as possible<br />
in the top layer, thereby reducing the costs<br />
of installation or renovation.<br />
OUTLOOK<br />
The demand side of the synthetic turf market<br />
for sport applications remains structurally<br />
sound. Synthetic turf offers large cost and<br />
other advantages compared to natural grass,<br />
particularly for intensively used sports pitches.<br />
Water conservation is also increasingly a<br />
Sensory synthetic turf system in Polman Stadium<br />
motive for the choice of synthetic turf.<br />
In Europe, however, this market is strongly<br />
influenced by government budgets. Sports<br />
complexes are often owned by local authorities.<br />
The availability of these budgets for<br />
sports can sometimes be delayed and priorities<br />
may be temporarily changed. The current<br />
tightness in the financial markets has a negative<br />
impact on the synthetic turf sector. It<br />
consists largely of private marketing and<br />
installation companies which have relatively<br />
limited financial buffers and have grown<br />
strongly in the past in tandem with the growth<br />
in the market (15-20% annually) also grown<br />
strongly. It is uncertain how these companies<br />
will fare in the market in future in the face of<br />
a constrained credit policy.<br />
The situation in the housing market and the<br />
decline in consumer confidence are expected<br />
to have a negative impact on the landscaping<br />
market. However, this market is smaller than<br />
the sports market.<br />
Heracles Almelo will be playing its home matches at the Polman Stadium on a new synthetic turf system this season. The Two<br />
Dimension Pro system was co-developed by <strong>TenCate</strong>. The synthetic turf hides an innovation: dozens of sensors are embedded in<br />
the shock pad. Among other things, these register the impact on and condition of the turf. Heracles’ technical staff receives infor-<br />
mation and advice on maintenance on the basis of these data.<br />
<strong>TenCate</strong> sees the stadium as a showroom in which it can display the latest developments in synthetic turf. The players of Heracles<br />
Almelo are very happy with the new synthetic turf system.
Technologies<br />
INKJET TECHNOLOGY<br />
◾ Xennia Technology ltd, UK<br />
Specialist inkjet technology for industrial<br />
applications<br />
A majority holding (75%) was acquired in the<br />
British company Xennia in March <strong>2008</strong>. This<br />
company is one of the few specialists in the<br />
world in the field of inkjet technology for<br />
industrial applications. Intensive co-operation<br />
has already taken place with this company in<br />
the European DigiTex-project. Within this<br />
project, <strong>TenCate</strong> develops exclusive applications<br />
for innovative digital finishing process<br />
(Digifin). Production methods and processes<br />
are developed jointly with partners for this<br />
technological innovation.<br />
Xennia originally focused mainly on research<br />
and development assignments for third parties<br />
on a contract basis. Xennia’s speciality is combining<br />
the technology (hardware) with operating<br />
systems (software) based on its own chemical<br />
formulations for inks, coatings etc. Xennia<br />
has a range of ink formulations for applications<br />
in areas such as printed electronics (circuits,<br />
infrared reflection, coatings with self-cleaning<br />
effect on special inks for applications in the<br />
printing sector (such as label printers).<br />
Xennia leading in inkjet technology<br />
The use of inkjet technology in industrial processes<br />
is still in its infancy, but the growth<br />
potential is enormous. The advantages of<br />
inkjet technology are:<br />
◾ Rapid reaction time to changing market<br />
demand (reduction of inventories);<br />
◾ Mass customisation;<br />
◾ Cost benefits (production costs, environmental<br />
costs, labour costs);<br />
◾ Product innovations through new possibilities<br />
offered by the technology;<br />
◾ Accuracy and controllability<br />
Due to the complexity of the technology and<br />
the relatively high price of inks, there has as<br />
yet been no exponential growth, but considerable<br />
technological progress has already been<br />
made in the past few years. As the potential<br />
areas of application grow, the increased volumes<br />
will also lead to a decrease in the price<br />
of the special inks and coatings.<br />
Xennia plays an important role in this process<br />
as a developer and problem solver. The company<br />
will continue to fulfil this role after the<br />
acquisition of a 75% interest by <strong>TenCate</strong>. In<br />
<strong>2008</strong> the company received a number of new<br />
requests for co-operation in development<br />
projects. Co-operation with <strong>TenCate</strong> for devel-<br />
<strong>TenCate</strong> owns a controlling interest in Xennia Technology, a leading company in digital inkjet technology. <strong>TenCate</strong> believes in the<br />
opportunities of using inkjet technology for protective and outdoor fabrics and will be introducing products with new or improved<br />
properties (smart textiles) in the near future. Moreover, this development represents a significant cost saving (in the field of envi-<br />
ronmental considerations and energy, for instance) for <strong>TenCate</strong>. Digital inkjet technology is one of the answers to the trend<br />
towards sustainable business and mass customisation – the cost-effective production of big customer-specific orders in small<br />
series. It also represents opportunities in relation to the production of synthetic turf and composite materials.<br />
opments in the technical textiles takes place<br />
on an exclusive basis.<br />
Xennia also has a number of hardware components<br />
which have been developed in-house.<br />
The sale of these components is also beginning<br />
to make a substantial contribution to the<br />
company’s revenues and results. Joint ventures<br />
have been entered into with various<br />
producers of print heads, including the British<br />
company Xaar.<br />
Within the foreseeable future, Xennia’s revenues<br />
will consist mainly of the sale of components<br />
and royalties on links/coatings and<br />
other royalty income.<br />
Xennia achieved growth in <strong>2008</strong> and made a<br />
positive contribution to the company result.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 65
AQUACULTURE. THE MOST NATURAL THING IN THE WORLD.<br />
66 INDUSTRIAL FABRICS<br />
The number of fish farms is growing worldwide. Modern locations can<br />
be found in Scottish estuaries and Norwegian fjords.<br />
Sustainable aquaculture is important for many reasons. Predator fish try<br />
to eat the cultured fish. <strong>TenCate</strong> Aquagrid prevents this. The material is<br />
much stronger than conventional nylon netting, reducing replacement<br />
and maintenance costs. The smooth coating reduces fouling.
Micro-organisms attach much less easily to this material than to nylon.<br />
The coating also prevents the fish from unravelling the netting. Cleaning<br />
is easier because organisms are easily removed with a brush or highpressure<br />
water spray. Anti-foulant is no longer necessary, which is<br />
good news for cultured fish and their living environment.<br />
At <strong>TenCate</strong> Industrial Fabrics in Almelo,<br />
Maarten Bos, Gerrit Hofmans and<br />
Jan-Willem Heezen constitute the sales<br />
team for, among other things, <strong>TenCate</strong><br />
Aquagrid. They focus on the European<br />
market.<br />
Aquaculture is the world’s fastest growing<br />
agrarian industry. In Norway, the sales<br />
team works on bringing its innovative<br />
products to the attention of aquafarmers.<br />
The large-scale aquaculture of cod is the<br />
main business in the Norwegian fjords.<br />
On other continents, too, the grid product<br />
is marketed by sales teams from America,<br />
Australia and Asia.
Technical Components /<br />
Holding & Services<br />
KEY FIGURES<br />
Technical Components /<br />
Holding & Services <strong>2008</strong> 2007 2006 2005 2004<br />
in millions of euros unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
53.8 67.4 93.3 127.0 179.2<br />
(EBITA) – 3.9 2.4 * 4.2 – 1.5 1.7<br />
Operating result (EBIT) – 3.9 2.4 3.7 – 1.8 1.7<br />
Investments 7.3 1.0 2.4 2.5 2.7<br />
Depreciation and amortisation 1.7 1.9 3.3 5.2 5.7<br />
Staff years at year-end 657 729 696 863 1.254<br />
*<br />
Including exceptional items.<br />
ACTIVITIES<br />
◾ <strong>TenCate</strong> Enbi<br />
Technical rollers and components particularly<br />
for printers, copiers, fax machines, postal<br />
sorting machines and automated teller<br />
machines.<br />
<strong>TenCate</strong> Enbi develops and produces technical<br />
rollers and components based on rubber<br />
and foam technology for paper transport and<br />
image transfer in printers, copiers and fax<br />
machines, as well as for postal sorting<br />
machines and automated teller machines. The<br />
group is one of the world’s major players in<br />
68<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
this field. <strong>TenCate</strong> Enbi has sites at Beek (the<br />
Netherlands), Opladen (Germany), Rétság<br />
(Hungary), Shelbyville (Indiana, US), Rochester<br />
(New York, US), Singapore and Zhuhai (China).<br />
In the financial reports, the data for <strong>TenCate</strong><br />
Enbi are combined with those of the holding<br />
company and the related <strong>TenCate</strong> services.<br />
REVENUES AND RESULTS<br />
The revenues of the Technical Components /<br />
Holding & Services sector declined by 20%.<br />
The EBITA of the Technical Components /<br />
Holding & Services sector declined by € 6.3<br />
million to - € 3.9 million. This decrease is<br />
associated with the 2007 exceptional item of<br />
€ 4.1 million referred to previously, the<br />
decrease in the revenues and results of<br />
<strong>TenCate</strong> Enbi and the recognition of a reorganisation<br />
provision at <strong>TenCate</strong> Enbi in <strong>2008</strong>.<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> Enbi occupies an important position<br />
as a leading supplier to major printer and copier<br />
producers in Europe, America and now<br />
also Asia. The products consist mainly of components<br />
for image transfer (technical rollers)<br />
and paper transport. The products have to<br />
meet strict qualification requirements with<br />
regard to technical characteristics.<br />
<strong>TenCate</strong> Enbi is one of few suppliers to operate<br />
on three continents: Europe, North<br />
America and Asia. Its competitors mainly<br />
operate locally. As an industrial supplier, it is<br />
important as a partner in the logistics chain<br />
to provide added value and serve as a sounding<br />
board in technological development proc-
esses. Naturally, this all has to be done on the<br />
basis of competitive terms and conditions.<br />
In addition to the office market, <strong>TenCate</strong> Enbi<br />
serves niche markets, such as postal sorting<br />
machines, automated teller machines, photo<br />
printers and (foam-based) insulation products.<br />
A strong development capacity and the possibility<br />
of wider knowledge deployment are key<br />
conditions for success in this market, which<br />
has increasingly short product life cycles.<br />
PERFORMANCE IN <strong>2008</strong><br />
The markets for printers and copiers came<br />
under increasing pressure in <strong>2008</strong>. The major<br />
producers announced measures and reported<br />
steep falls in earnings. <strong>TenCate</strong> Enbi was not<br />
immune to this trend. In addition, customers<br />
deferred new developments, as a result of<br />
which revenues fell short of the expected<br />
level.<br />
One of the major customers insourced part of<br />
its production, causing a loss of revenues for<br />
<strong>TenCate</strong> Enbi. A long-term co-operation<br />
arrangement was nevertheless entered into<br />
with regard to future volumes, providing security<br />
and compensation.<br />
A positive development is the diversification<br />
within Europe, which became necessary due<br />
to the loss of a large part of the traditional<br />
revenues in the European printer and copier<br />
market. <strong>TenCate</strong> Enbi won a multi-year contract<br />
in the field of boiler insulation for heating<br />
systems.<br />
The newly acquired projects in Asia have still<br />
not generated expected revenue levels, as a<br />
result of the general economic situation.<br />
Further cost measures were taken in view of<br />
the market situation. The sites in Hungary and<br />
Germany were integrated, generating greater<br />
commercial strength. Additional cost measures<br />
have also been taken recently at the<br />
head office of <strong>TenCate</strong> Enbi, including the<br />
transfer of the R&D department to Singapore.<br />
The strategic focus for <strong>TenCate</strong> Enbi is<br />
not currently on the fix-it/exit-process.<br />
Divestment is not a realistic proposition at<br />
present. The emphasis is primarily on improving<br />
the return and strengthening the market<br />
position with a profitable product portfolio.<br />
OUTLOOK<br />
The outlook in the traditional markets, even in<br />
Asia, is uncertain. Costs will be brought into<br />
line with the market outlook in 2009. <strong>TenCate</strong><br />
will continue to strive for a strong positioning<br />
for <strong>TenCate</strong> Enbi as a reliable high-quality<br />
supplier. Continuity is a key principle in order<br />
to provide maximum certainty for customers.<br />
In this difficult economic situation, it is particularly<br />
important to be part of an internationally<br />
well-positioned company.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 69
SUSTAINABILITY. THE MOST NATURAL THING IN THE WORLD.<br />
70 GEOSYNTHETICS<br />
Water plays a central part in the history of geotextile. After the great<br />
inundation of the southwest Netherlands in 1953, protective resources<br />
were vital. Initially, these were sandbags made from synthetic fabrics<br />
that were used to seal holes in breached dykes. This was the world’s first<br />
implementation of synthetic fibres in hydraulic engineering. From 1957<br />
geotextiles were used in several applications in the Delta Works, which
protect the southwest Netherlands from a new storm surge with coastal<br />
defences. In 2053, this will be 100 years ago.<br />
Today, <strong>TenCate</strong>’s geosynthetics are the basis for a range of earth and<br />
water works, such as Palm Island in Dubai, Hong Kong Airport, and the<br />
coastal defences on the Eastern Seaboard.<br />
In <strong>2008</strong>, the Dutch water polo players<br />
Marieke van den Ham and Rianne Guichelaar<br />
won a gold medal with their 11 team<br />
mates at the Beijing Olympics. Both started<br />
their water polo careers in swimming pools<br />
in Twente.<br />
Rianne Guichelaar (1983) has been playing<br />
water polo since she was eight years old.<br />
She debuted in the Dutch water polo team<br />
in May 2001. Rianne is left-handed and is a<br />
member of swimming and water polo club<br />
Het Ravijn from Nijverdal, Twente.<br />
Marieke van den Ham (1983) has been<br />
playing water polo since she was 14 years<br />
old. She, too, is left-handed and started out<br />
with a club in Wierden, Twente. In 2007,<br />
she became the national champion with<br />
her water polo club Polar Bears from Ede
72<br />
Royal Ten Cate Annual Report <strong>2008</strong>
Financial statements <strong>2008</strong><br />
Royal Ten Cate<br />
Consolidated profit and loss account 75<br />
Consolidated balance sheet 76<br />
Consolidated cash flow statement 78<br />
Consolidated statement of changes<br />
in Group equity 80<br />
Notes to the consolidated financial statements 81<br />
1 General information on Royal Ten Cate 81<br />
2 General principles for financial reporting 81<br />
3 Principles for the preparation<br />
of the financial statements 81<br />
4 Consolidation principles 82<br />
5 Foreign currencies 83<br />
6 Derivatives 83<br />
7 Hedge accounting 84<br />
8 Segment reporting 84<br />
9 Revenues 84<br />
10 Government subsidies 84<br />
11 Raw materials and manufacturing supplies 85<br />
12 Lease payments 85<br />
13 Financial income and expenses 85<br />
14 Profit tax 85<br />
15 Earnings per share 86<br />
16 New standards and interpretations<br />
not yet applied 86<br />
17 Principles for the preparation<br />
of the cash flow statement 87<br />
18 Intangible fixed assets 88<br />
19 Tangible fixed assets 89<br />
20 Inventories 90<br />
21 Trade and other receivables 90<br />
22 Cash and cash equivalents 90<br />
23 Impairment 90<br />
24 Share capital 91<br />
Royal Ten Cate Annual Report <strong>2008</strong> 73
25 Pension liabilities 91<br />
26 Share-based payments 92<br />
27 Provisions 93<br />
28 Long-term debts 93<br />
29 Trade creditors 94<br />
30 Determination of the fair value<br />
of business combinations 94<br />
Notes to the consolidated profit and loss accaount 95<br />
31 Segment information 95<br />
32 Acquisitions and divestment<br />
of operating companies 97<br />
33 Personnel costs 99<br />
34 Other operating costs 99<br />
35 Financial income and expenses 100<br />
36 Profit tax 100<br />
37 Result from divested activities 101<br />
Notes to the consolidated balance sheet 102<br />
38 Intangible fixed assets 102<br />
39 Tangible fixed assets 104<br />
40 Financial fixed assets 105<br />
41 Deferred profit tax assets and liabilities 106<br />
42 Inventories 107<br />
43 Trade debtors 107<br />
44 Other receivables 107<br />
45 Cash and cash equivalents 108<br />
46 Total shareholders’ equity 108<br />
47 Earnings per share 111<br />
48 Long-term debts 112<br />
49 Pension liabilities 114<br />
50 Provisions 117<br />
74<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Other information 118<br />
51 Financial instruments 118<br />
52 Liabilities not shown in the balance sheet 124<br />
53 Investment liabilities 124<br />
54 Contingent liabilities 124<br />
55 Post balance sheet events 125<br />
56 Related parties 125<br />
57 Estimates and judgments formed<br />
by the management 127<br />
Company financial statements 128<br />
58 Company profit and loss account 128<br />
59 Company balance sheet 128<br />
Notes to the company financial statements 129<br />
60 Financial fixed assets 129<br />
61 Equity 129<br />
62 Called and paid-up capital 130<br />
63 Ordinary shares 130<br />
64 Share premium reserve 130<br />
65 Statutory reserve 131<br />
66 Other reserves 131<br />
67 Option plan 131<br />
68 Provisions 134<br />
69 Long-term liabilities 134<br />
70 Short-term liabilities 134<br />
71 Auditor’s fees 135<br />
72 Liabilities not shown in the balance sheet 135
Consolidated profit and loss account<br />
in millions of euros note <strong>2008</strong> 2007<br />
Revenues 31 1,032.6 886.0<br />
Changes in inventories of finished products and work in progress – 18.0 – 11.7<br />
Raw materials and manufacturing supplies 562.0 463.6<br />
Work contracted out and other external expenses 60.7 54.9<br />
Personnel costs 33 190.3 178.3<br />
Depreciation and impairment 39 30.7 29.1<br />
Amortisation 38 11.6 3.6<br />
Other operating costs 34 111.5 98.8<br />
Total operating expenses 948.8 816.6<br />
OPERATING RESULT 83.8 69.4<br />
Financial income 35 4.2 0.5<br />
Financial expenses 35 – 17.9 – 11.8<br />
NET FINANCIAL EXPENSES – 13.7 – 11.3<br />
PRE-TAX INCOME 70.1 58.1<br />
Profit tax<br />
Result from ordinary operations after tax but before<br />
36 – 19.1 – 11.9<br />
divestment of activities 51.0 46.2<br />
Result from divested activities after tax 37 – 0.3<br />
RESULT AFTER TAX 51.0 46.5<br />
ATTRIBUTABLE TO:<br />
Shareholders of parent company (net income) 51.1 46.4<br />
Minority interests – 0.1 0.1<br />
Weighted average number of shares (x 1,000) 47 23,426 22,797<br />
Weighted average number of shares after dilution (x 1,000) 47 23,495 22,967<br />
Net income per share (in euros) 47 2.18 2.04<br />
Diluted net income per share (in euros) 47 2.17 2.02<br />
The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 75
Consolidated balance sheet<br />
in millions of euros note 31 December <strong>2008</strong> 31 December 2007<br />
FIXED ASSETS<br />
Goodwill 38 165.1 115.1<br />
Other intangible fixed assets 38 47.0 21.7<br />
Tangible fixed assets 39 247.4 218.1<br />
Financial fixed assets 40 10.9 6.2<br />
Deferred profit tax assets 41 14.2 13.6<br />
Total fixed assets 484.6 374.7<br />
CURRENT ASSETS<br />
Inventories 42 211.5 176.2<br />
Receivables<br />
Trade debtors 43 168.9 145.8<br />
Profit tax receivables 2.5 3.8<br />
Other receivables 44 16.3 16.6<br />
Cash and cash equivalents 45 5.4 4.8<br />
Total current assets 404.6 347.2<br />
TOTAL ASSETS 889.2 721.9<br />
76<br />
Royal Ten Cate Annual Report <strong>2008</strong>
in millions of euros note 31 December <strong>2008</strong> 31 December 2007<br />
GROUP EQUITY<br />
Share capital 59.9 58.9<br />
Share premium reserve 49.7 50.7<br />
Statutory reserve – 5.9 – 19.5<br />
Other reserves 212.1 173.6<br />
Undistributed Result 51.1 46.4<br />
Total shareholders’ equity 366.9 310.1<br />
Minority interests 5.1 0.3<br />
Group equity 372.0 310.4<br />
LONG-TERM LIABILITIES<br />
Long-term debts 48 316.2 222.3<br />
Pension liabilities 49 24.3 28.5<br />
Provisions 50 9.6 11.4<br />
Deferred profit tax liabilities 41 5.2 0.9<br />
Total long-term liabilities 355.3 263.1<br />
SHORT-TERM LIABILITIES<br />
Cash loans, overdrafts 45 19.4 12.5<br />
Repayment of long-term debt 48 0.9 0.4<br />
Trade creditors and other payables 132.6 128.9<br />
Provisions 50 4.4 3.4<br />
Profit tax liabilities 4.6 3.2<br />
Total short-term liabilities 161.9 148.4<br />
Total liabilities 517.2 411.5<br />
TOTAL GROUP EQUITY AND LIABILITIES 889.2 721.9<br />
The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 77
Consolidated cash flow statement<br />
in millions of euros note <strong>2008</strong> 2007<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Result after tax 51.0 46.5<br />
Adjustments for:<br />
Depreciation and impairment 39 30.7 29.1<br />
Amortisation 38 11.6 3.6<br />
Net interest income and expense 17.4 11.3<br />
Profit tax 36 19.1 11.9<br />
Result from divested activities 37 – – 0.3<br />
Result from sale of tangible fixed assets 34 – 6.7 – 9.7<br />
Costs of option scheme 1.7 1.1<br />
Change in provisions and pension liabilities<br />
CASH FLOW FROM OPERATING ACTIVITIES BEFORE CHANGE IN<br />
– 2.2 – 5.3<br />
WORKING CAPITAL 122.6 88.2<br />
CHANGES IN WORKING CAPITAL<br />
Inventories – 14.6 – 19.8<br />
Receivables – 0.7 – 31.6<br />
Short-term liabilities – 20.5 16.2<br />
– 35.8 – 35.2<br />
CASH FLOW FROM OPERATING ACTIVITIES 86.8 53.0<br />
Interest paid – 18.7 – 11.1<br />
Profit tax paid – 19.4 – 14.1<br />
CASH FLOW FROM OPERATING ACTIVITIES 48.7 27.8<br />
78<br />
Royal Ten Cate Annual Report <strong>2008</strong>
in millions of euros note <strong>2008</strong> 2007<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
Income from sale of tangible fixed assets 34 12.8 11.1<br />
Interest received – 0.3<br />
Divested activities less cash – 7.8<br />
Receipt of long-term receivables – 0.2<br />
Acquisition of operating companies less cash acquired 32 – 88.1 – 182.9<br />
Investments in intangible fixed assets 38 – 1.2 – 1.4<br />
Investments in tangible fixed assets 39 – 46.8 – 61.5<br />
Increase in long-term receivables – – 0.5<br />
CASH FLOW FROM INVESTING ACTIVITIES – 123.3 – 226.9<br />
CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 74.6 – 199.1<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Issue of shares – 50.6<br />
Issue of repurchased shares 0.4 1.0<br />
Repurchase of own shares – – 4.2<br />
Drawdown of long-term debt 74.4 215.3<br />
Repayment of long-term debt – – 56.2<br />
Dividend payment to shareholders – 8.6 – 4.7<br />
CASH FLOW FROM FINANCING ACTIVITIES 66.2 201.8<br />
CHANGE IN CASH – 8.4 2.7<br />
Cash on 1 January 45 – 7.7 – 22.4<br />
Currency differences in cash 2.1 12.0<br />
CASH AS AT 31 DECEMBER 45 – 14.0 – 7.7<br />
The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 79
Consolidated statement of changes in group equity<br />
in millions of euros<br />
80<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Share<br />
capital<br />
Share<br />
premium<br />
Retained<br />
earnings of<br />
associated<br />
companies<br />
Translation<br />
differences<br />
Retained Undistributed Undistributed<br />
earnings profit result<br />
Total<br />
shareholders’<br />
equity<br />
Minority<br />
interest<br />
BALANCE AS AT<br />
1 JANUARY 2007<br />
Foreign currency translation<br />
52.7 6.3 – – 2.0 105.2 0.5 76.0 238.7 0.2 238.9<br />
differences – 18.8 – 18.8 – 18.8<br />
Result for 2007 46.4 46.4 0.1 46.5<br />
TOTAL RESULT FOR 2007 – – – – 18.8 – – 46.4 27.6 0.1 27.7<br />
Appropriation of 2006 profit 1.3 58.5 – 59.8 – –<br />
Dividend paid – 4.7 – 4.7 – 4.7<br />
Stock dividend 0.9 – 0.9 11.5 – 11.5 – –<br />
Issue of shares 5.3 45.3 50.6 50.6<br />
Share-based payments 1.1 1.1 1.1<br />
Issue of repurchased shares 1.0 1.0 1.0<br />
Repurchase of own shares – 4.2 – 4.2 – 4.2<br />
TOTAL OTHER CHANGES<br />
BALANCE AS AT<br />
6.2 44.4 1.3 – 67.9 – – 76.0 43.8 – 43.8<br />
31 DECEMBER 2007 58.9 50.7 1.3 – 20.8 173.1 0.5 46.4 310.1 0.3 310.4<br />
BALANCE AS AT<br />
1 JANUARY <strong>2008</strong><br />
Foreign exchange translation<br />
58.9 50.7 1.3 – 20.8 173.1 0.5 46.4 310.1 0.3 310.4<br />
differences 12.2 12.2 – 0.4 11.8<br />
Result for <strong>2008</strong> 51.1 51.1 – 0.1 51.0<br />
TOTAL RESULT FOR <strong>2008</strong> – – – 12.2 – – 51.1 63.3 – 0.5 62.8<br />
Appropriation of 2007 profit 1.4 26.5 – 0.4 – 27.5 – – –<br />
Dividend paid – 8.6 – 8.6 – – 8.6<br />
Stock dividend 1.0 – 1.0 10.3 – 10.3 – – –<br />
Share-based payments<br />
Changes as a result of<br />
1.7 1.7 1.7<br />
consolidation 5.3 5.3<br />
Issue of repurchased shares 0.4 0.4 0.4<br />
TOTAL OTHER CHANGES 1.0 – 1.0 1.4 – 38.9 – 0.4 – 46.4 – 6.5 5.3 – 1.2<br />
BALANCE AS AT<br />
31 DECEMBER <strong>2008</strong> 59.9 49.7 2.7 – 8.6 212.0 0.1 51.1 366.9 5.1 372.0<br />
The notes in sections 1 to 72 form an integral part of these consolidated financial statements.<br />
Group<br />
equity
Notes to the consolidated financial statements<br />
ACCOUNTING STANDARDS<br />
1 GENERAL INFORMATION ON ROYAL TEN CATE<br />
Koninklijke Ten Cate nv (Royal Ten Cate) (the company) is established in Almelo, the Netherlands.<br />
The consolidated financial statements of the company comprise the financial statements of the company and its<br />
operating companies (referred to collectively as the ‘Group’) and the Group’s interests in other (non-consolidated)<br />
participating interests and proportionally consolidated joint ventures. The financial statements have been<br />
prepared by the Executive Board.<br />
The <strong>2008</strong> annual report and accounts were discussed on 3 March 2009 at the meeting of the Supervisory Board.<br />
They were released by the Executive Board for publication on 4 March 2009. They will be presented to the<br />
general meeting of shareholders for adoption on 9 April 2009.<br />
The parent company financial statements form part of the <strong>2008</strong> financial statements of Royal Ten Cate. Royal<br />
Ten Cate has made use of the exemption pursuant to article 2:402 of Book 2 of the Netherlands Civil Code with<br />
regard to the parent company financial statements.<br />
The original financial statements were prepared in the Dutch language. This document is a version translated<br />
into English. In the event of any differences between the English and the Dutch text, the latter shall prevail.<br />
2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />
The consolidated financial statements have been prepared in accordance with International Financial Reporting<br />
Standards, as adopted within the EU (hereinafter EU-IFRS) and with Part 9 of Book 2 of the Netherlands Civil<br />
Code.<br />
3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS<br />
The financial statements are presented in millions of euros, unless stated otherwise. The financial statements<br />
have been prepared on the basis of historical cost, except for the following assets and liabilities, which are<br />
valued at fair value: derivatives, financial instruments held for trading purposes.<br />
In preparing the financial statements, the Executive Board has used estimates and assumptions which affect<br />
the amounts stated in the consolidated financial statements (see note 57). Changes in estimates and assumptions<br />
may affect amounts reported in future years. The actual results may differ from such estimates.<br />
The accounting principles set out below have been applied consistently by the Group’s operating companies and<br />
joint ventures for the periods presented in these consolidated financial statements.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
4 CONSOLIDATION PRINCIPLES<br />
4.1 Operating companies<br />
Operating companies are undertakings in which the company directly and/or indirectly has a controlling interest.<br />
The company has a direct or indirect controlling interest if it can determine the financial and operational policy<br />
of a company in such a way that it can derive a benefit from the activities of that company. The financial<br />
statements of operating companies are included in the consolidated financial statements from the first to<br />
the last date on which control is exercised. Minority interests in the Group result and the shareholders equity<br />
of the Group are stated separately.<br />
4.2 Associated companies, joint ventures and other participating interests<br />
Associated companies are undertakings in which the Group can exercise significant influence on the financial<br />
and operational policy, but in which it has no controlling interest and which are not therefore included in the<br />
consolidation. Joint ventures are companies over which the Group has joint control and in which such control<br />
has been set forth in an agreement and in which strategic decisions on the financial and operational policy<br />
are taken on the basis of unanimity.<br />
Joint ventures are proportionally consolidated. Associated companies are accounted for using the equity<br />
method.<br />
If the Group’s share in losses exceeds the book value of the associated company, the book value is stated at<br />
zero and further losses are no longer stated, unless the Group has entered into a legally enforceable or actual<br />
liability on behalf of the associated company.<br />
Other participating interests over which no significant influence is exercised are valued at fair value and<br />
the dividend is stated in the profit and loss account when it is made payable.<br />
If no fair value is available and other methods do not result in a reasonable estimate, the investment is valued<br />
at cost less impairment.<br />
4.3 Elimination of transactions on consolidation<br />
Intragroup balances and transactions between the operating companies in the Group and unrealised profits and<br />
losses on such transactions are eliminated in the preparation of the consolidated financial statements. Unrealised<br />
profits on Group transactions with proportionally consolidated joint ventures are eliminated in proportion to<br />
the Group’s interest in the joint venture. Unrealised losses are eliminated in the same way as unrealised profits,<br />
but only to the extent that there is no indication of impairment.<br />
82<br />
Royal Ten Cate Annual Report <strong>2008</strong>
5 FOREIGN CURRENCIES<br />
5.1 Transactions in foreign currencies<br />
Receivables and liabilities denominated in foreign currencies are converted into euros at the rate prevailing on<br />
the balance sheet date. Transactions in foreign currencies are converted into euros at the exchange rate applying<br />
on the transaction date. Foreign exchange translation differences are stated in the profit and loss account.<br />
Non-monetary assets and liabilities which are denominated in foreign currencies and valued on the basis of<br />
historical cost are converted into euros at the exchange rate on the transaction date.<br />
5.2 Foreign operating companies and joint ventures<br />
The profit and loss accounts of foreign operating companies are converted into euros at the exchange rate on<br />
the transaction date. Assets and liabilities including goodwill and fair value adjustments in respect of acquisitions<br />
are converted at the rate on the balance sheet date. The resulting translation differences are carried in<br />
equity. If a foreign activity is fully or partly divested, the respective amount is transferred from equity to the<br />
profit and loss account. The rates of the main currencies against the euro are as follows<br />
Closing rate Average rate<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
US dollar 1.39 1.46 1.47 1.37<br />
Hungarian forint (100) 2.67 2.54 2.52 2.52<br />
Danish krone 7.44 7.45 7.46 7.45<br />
UAE dirham 5.12 5.36 5.41 5.03<br />
Singapore dollar 2.00 2.12 2.08 2.06<br />
Malaysian ringgit 4.92 4.88 4.90 4.72<br />
British pound 0.96 0.74 0.79 0.69<br />
Thai bhat (100) 0.50 0.45 0.49 0.45<br />
Chinese yuan renminbi 9.50 10.75 10.27 10.43<br />
Australian dollar 2.03 1.68 1.74 1.64<br />
6 DERIVATIVES<br />
Royal Ten Cate uses derivatives in order to hedge exchange rate and interest rate risks resulting from operating,<br />
financing and investing activities. Examples are interest rate caps and swaps as well as currency options and<br />
forward contracts. In accordance with its treasury policy, the Group does not use derivatives for trading purposes.<br />
Nor does it issue such derivatives. Any derivatives which do not meet the requirements for hedge accounting<br />
are stated as trading instruments. Derivatives are valued at fair value. The inclusion of the resulting income or<br />
expense depends on the nature of the item being hedged. The fair value of derivatives is the estimated amount<br />
which the Group would receive or would have to pay in order to terminate the derivative on the balance sheet<br />
date, taking into account the current exchange rates, the current interest rate and the current creditworthiness<br />
of the counterparty/counterparties to the derivative.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
7 HEDGE ACCOUNTING<br />
Where specific conditions are met (IAS 39 88), hedge accounting can be applied. Under these specific conditions,<br />
there must be a demonstrable one-on-one relationship between the risk and the hedge instrument.<br />
In such a situation, the profit or loss is stated directly in equity (in the reserve for hedging results) during<br />
the term of the risk and the hedge instrument. When the risk and/or the hedge instrument terminates, the result<br />
is stated in the profit and loss account or in the cost price of the first-time inclusion of the non-financial asset<br />
or liability. If no hedge accounting is applied, profits or losses on the hedge instrument are always stated in the<br />
profit and loss account. Hedge accounting was applied for the first time in the <strong>2008</strong> financial statements<br />
in respect of a number of contracts.<br />
8 SEGMENT REPORTING<br />
A segment is a clearly distinguishable part of the Group which is engaged in the supply of products or services<br />
(business segment), or the supply of products or services in a particular economic environment (geographic<br />
segment) which has a different risk and return profile than other segments. The Group’s primary segmentation<br />
is based on business segments.<br />
9 REVENUES<br />
Revenues comprise the revenues from goods and services supplied to third parties, less discounts and any taxes<br />
due.<br />
Revenues from sales of goods are recognised in the profit and loss account when the main risks and benefits<br />
of ownership have been transferred to the purchaser.<br />
Revenues from services supplied are recognised in the profit and loss account in proportion to the extent of performance<br />
of the work applying on the balance sheet date. No revenues are recognised if the extent of the revenues<br />
cannot be reliably determined and if significant uncertainties remain with regard to the collection of the<br />
remuneration due, the associated costs or the possible return of goods, and also if there is a protracted management<br />
involvement with such goods.<br />
10 GOVERNMENT SUBSIDIES<br />
Subsidies granted as compensation for expenses incurred by the Group are systematically stated as income in<br />
the profit and loss account in the same period as that in which the subsidisable expenses are incurred and as<br />
soon as there is a reasonable certainty that they will be received and that the Group will fulfil the attached conditions.<br />
Subsidies granted to compensate the Group for the cost of an asset are systematically stated as cost of<br />
sales in the profit and loss account during the useful life of the asset.<br />
84<br />
Royal Ten Cate Annual Report <strong>2008</strong>
11 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />
The consumption of raw materials and manufacturing supplies is calculated on the basis of historical cost.<br />
12 LEASE PAYMENTS<br />
12.1 Operational leasing<br />
Lease payments in respect of operational leasing are stated in the profit and loss account on a straight-line<br />
basis over the lease term.<br />
12.2 Financial leasing<br />
Lease payments are stated partly as financing charges and partly as a repayment of the outstanding liability.<br />
The financing costs are allocated to each period of the total lease term in such a way that this results in a constant<br />
periodic interest rate on the residual balance of the liability.<br />
13 FINANCIAL INCOME AND EXPENSES<br />
The financial income and expenses include the interest charges on cash, interest charges on financial lease<br />
payments, foreign exchange translation differences and results of derivatives for which no hedge accounting is<br />
used. Interest income and expenses are included in the profit and loss account on the basis of the effective<br />
interest method.<br />
14 PROFIT TAX<br />
The tax on profit for the financial year includes the taxation that is payable, available for set-off and deferred in<br />
respect of the reporting period. The tax is stated in the profit and loss account, except where it relates to items<br />
which are included directly in equity, in which case the tax is stated in equity. Tax that is payable and available<br />
for set-off in respect of the reporting period is the tax which is expected to be payable on the taxable result,<br />
calculated on the basis of tax rates which have been set on the balance sheet date, or on which a firm decision<br />
has been taken by the balance sheet date, and corrections to tax payable in respect of previous years.<br />
A receivable/provision is recognised for deferred tax differences using the balance sheet liability method for<br />
timing differences between the book value of assets and liabilities for the financial reporting and the fiscal<br />
book value of the items concerned. No provision is formed in respect of two timing differences: non-tax-deductible<br />
goodwill and the difference between the economic and fiscal value of operating companies, associated<br />
companies and a joint venture. The amount of the provision for deferred profit tax liabilities is based on the<br />
method by which the book value of the assets and liabilities is expected to be realised or settled, using tax<br />
rates which, on the balance sheet date, have been specified by law or in respect of which an effective legal<br />
decision has been taken.The amount of deferred profit tax assets is reduced to the extent that it is no longer<br />
likely that the associated tax benefit will be realised. Additional taxes on the profit in respect of dividend payments<br />
are stated at the same time as the liability to pay the respective dividend.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
Deferred profit tax assets and liabilities are offset if there is a legally enforceable right to offset the profit tax<br />
assets and liabilities and such assets and liabilities relate to profit tax imposed by the same tax authority on the<br />
same taxable entity, or on different taxable entities which intend to offset the profit tax assets and liabilities or<br />
whose profit tax assets and liabilities are realised simultaneously.<br />
A deferred profit tax asset is only recognised to the extent that it is likely that future taxable profits will be<br />
available which can be applied for the realisation of the timing difference. Deferred profit tax assets are<br />
reviewed on each reporting date and reduced if it is no longer likely that the associated tax benefit will be realised.<br />
15 EARNINGS PER SHARE<br />
The Group presents ordinary and diluted earnings per share for the ordinary share capital. The net income per<br />
ordinary share is calculated on the basis of the profit attributable to shareholders or the loss divided by the<br />
weighted average number of ordinary shares in issue during the reporting period. In the calculation of the diluted<br />
earnings, the weighted average number of ordinary shares in issue during the reporting period is corrected to<br />
take account of the potential dilutive effect on the ordinary shares arising from the share options granted to<br />
employees.<br />
16 NEW STANDARDS AND INTERPRETATIONS NOT YET APPLIED<br />
A number of new standards, amendments to standards and interpretations were not in force in <strong>2008</strong> and have<br />
therefore not been applied to these consolidated financial statements:<br />
◾ IFRS 8 – Operating Segments: introduces the segment reporting management approach. This becomes compulsory<br />
with effect from 2009 and is consistent with the breakdown which the management applies for<br />
internal purposes. The impact of IFRS 8 on <strong>TenCate</strong> is currently being analysed.<br />
◾ Revision of IAS 23 – Borrowing Costs: the existing possibility of charging borrowing costs relating to the<br />
construction or purchase of an asset directly to the result is no longer permitted under the amended standard.<br />
Instead, borrowing costs must be capitalised. This already happens in the case of significant investments.<br />
◾ IFRIC 14 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction<br />
makes clear that pension assets are available if, on the balance sheet date, there is an unconditional right<br />
to dispose of the surplus now or in the future in the form of repayments and/or future contribution reductions.<br />
Application of IFRIC 14 is compulsory in the case of the Group’s consolidated financial statements for<br />
2009. IFRIC 14 is not expected to have any impact on <strong>TenCate</strong>.<br />
◾ IFRS 3 – Business Combinations will be applied prospectively to the consolidated financial statements from<br />
2010 and therefore has no impact on prior periods.<br />
86<br />
Royal Ten Cate Annual Report <strong>2008</strong>
The revised IFRS 3 Business Combinations (<strong>2008</strong>) includes the following amendments, which will probably<br />
be relevant to the Group’s activities:<br />
◽ The definition of business has been extended; it can therefore be expected that a larger number of<br />
acquisitions will be treated as business combinations;<br />
◽ Conditional remuneration is valued at fair value; changes after first-time inclusion are stated in the<br />
profit and loss account;<br />
◽ Except in the case of share and debt issue costs, transaction costs are charged to the result in the period<br />
in which they are incurred;<br />
◽ Any interest already held in the acquired party is valued at fair value; the profit or loss is stated in the<br />
profit and loss account;<br />
◽ The acquirer can elect, on a transaction-by-transaction basis, to value a minority interest either at fair<br />
value or at the minority interest’s share of the identifiable assets and liabilities of the acquiree.<br />
◾ The amended IAS 27 Consolidated and Separate Financial Statements (<strong>2008</strong>) states that changes in the<br />
group’s ownership interest in a subsidiary, where control is retained, must be stated as a share transaction.<br />
If the group ceases to have control of a subsidiary, any residual interest in the former subsidiary must be<br />
measured at fair value, with the resulting profit or loss being stated in the profit and loss account. Application<br />
of the amendments to IAS 27 will be compulsory in respect of the Group’s consolidated financial statements<br />
for 2010.<br />
◾ The following new or amended standards are not expected to have any material impact on <strong>TenCate</strong>:<br />
◽ Revised IAS 1 – Presentation of Financial Statements<br />
◽ IFRS 2 – Share-based Payment – provisions for unconditional promise and cancellation<br />
◽ IFRIC 13 – Customer Loyalty Programmes<br />
◽ IAS 39 – Financial Instruments: Recognition and Measurement – qualifying hedged positions<br />
◽ IFRIC 15 – Agreements for the Construction of Real Estate<br />
◽ IFRIC 16 – Hedges of a Net Investment in a Foreign Operation<br />
◽ IFRIC 17 – Distributions of Non-cash Assets to Owners<br />
◽ IFRIC 18 – Transfers of Assets from Customers.<br />
17 PRINCIPLES FOR THE PREPARATION OF THE CASH FLOW STATEMENT<br />
Cash flows from operating activities are presented on the basis of the indirect method. Cash flows in foreign<br />
currencies are converted at the exchange rate on the date of the cash flow or on a cash basis. Changes which<br />
have not resulted in cash flows, such as exchange rate differences, acquisitions, financial lease liabilities,<br />
changes in fair value, recognised share-related transactions and similar transactions are eliminated in this<br />
statement. Dividends paid to shareholders are included in the cash flow from financing activities. Dividends<br />
received are stated in the cash flow from investing activities, and interest paid is stated in the cash flow from<br />
operating activities. Overdrafts which are immediately repayable and form part of the cash management of the<br />
Group are included in the balance of cash and bank current accounts as part of the consolidated cash flow<br />
statement.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
18 INTANGIBLE FIXED ASSETS<br />
18.1 Goodwill<br />
All acquisitions are accounted for using the purchase accounting method. Goodwill results from the acquisition<br />
of operating companies, associated companies and joint ventures and is the difference between the cost of the<br />
acquisition and the net fair value of the acquired identifiable assets, liabilities and contingent liabilities.<br />
Up until 2000, goodwill was charged to equity. In the years 2001 to 2003 it was stated at cost less amortisation.<br />
Since 1 January 2004, goodwill has no longer been amortised but has been valued at cost less accumulated<br />
impairments (impairments). Goodwill is allocated to cash generating units.<br />
18.2 Other intangible fixed assets<br />
The other intangible fixed assets consist of:<br />
Research and development<br />
Costs of research activities carried out with a view to acquiring new scientific or technical knowledge and<br />
insights are stated as an expense in the profit and loss account when they are incurred.<br />
Costs of development activities, in which research results are used for a plan or design for the production of<br />
new or substantially improved products and processes, are capitalised if the product or process is technically<br />
and commercially feasible and the Group has sufficient resources to complete the development. The capitalised<br />
costs include material costs, direct labour costs and an appropriate portion of directly attributable overheads.<br />
Other development costs are stated as an expense in the profit and loss account when they are incurred. The<br />
capitalised development costs are valued at cost less accumulated amortisation and impairments (see note 23).<br />
Other intangible fixed assets<br />
Other intangible fixed assets acquired by the Group relate to customer relationships, trademark rights, patents<br />
and similar rights. These intangible assets are valued at cost less accumulated amortisation and impairments<br />
(see note 23). Costs of internally generated goodwill and trademarks are stated as an expense in the profit and<br />
loss account when they are incurred.<br />
88<br />
Royal Ten Cate Annual Report <strong>2008</strong>
18.3 Expenses after first-time inclusion<br />
Expenses after the first-time inclusion of capitalised intangible fixed assets are capitalised only if they lead to<br />
an increase in the future economic benefits embodied in the particular asset to which they relate. All other<br />
expenses are charged to the profit and loss account when they are incurred.<br />
18.4 Amortisation<br />
Amortisation costs are charged to the profit and loss account by the straight-line method on the basis of the<br />
estimated useful life of intangible fixed assets. Goodwill is tested each year on the balance sheet date to assess<br />
whether any impairment has arisen. The amortisation of other intangible fixed assets begins as soon as the<br />
assets are available for use.<br />
The amortisation method, economic life and residual value are assessed periodically.<br />
The estimated economic life is as follows:<br />
◾ Development costs 5 years<br />
◾ Other intangible fixed assets 3 – 14 years<br />
19 TANGIBLE FIXED ASSETS<br />
19.1 Owned assets<br />
Tangible fixed assets are valued at cost less accumulated depreciation (see note 19.4) and impairments (see<br />
note 23).<br />
The cost price of self-manufactured assets comprises material costs, direct labour costs and an appropriate<br />
portion of directly attributable overheads. The financing costs relating to the construction or purchase of<br />
a significant asset are also included in the determination of the cost price.<br />
Where tangible fixed assets consist of components with differing useful lives, these are stated as separate<br />
items under tangible fixed assets.<br />
19.2 Leased assets<br />
Lease agreements in which the Group actually assumes all the risks and benefits of ownership are classified<br />
as financial leases. Tangible fixed assets which are required by means of financial leases are valued at<br />
the lower of fair value and the discounted value of the minimum lease payments at the inception of the lease,<br />
less accumulated depreciation (see note 19.4) and impairments (see note 23). Lease payments are stated as<br />
described in note 12.<br />
19.3 Expenses after first-time inclusion<br />
Expenses incurred for the replacement of a component of a tangible fixed asset are capitalised provided the<br />
future economic benefits resulting from the asset accrue to the Group and the costs of such replacement<br />
expenses can be reliably determined. All other expenses are charged to the profit and loss account when they<br />
are incurred.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
19.4 Depreciation<br />
Depreciation is charged to the profit and loss account on the basis of the straight-line method over the estimated<br />
economic life of each component of a tangible fixed asset. Land is not depreciated. The estimated economic<br />
life is as follows::<br />
◾ buildings 33 years<br />
◾ fixtures and installations in buildings 10 years<br />
◾ plant and equipment 7 – 10 years<br />
◾ inventory 5 years<br />
◾ computers and office equipment 3 – 5 years<br />
The depreciation method, economic life and residual value are assessed periodically.<br />
20 INVENTORIES<br />
Inventories are stated at the lower of cost or net realisable value. The net realisable value is the estimated sale<br />
price in ordinary operations, less the estimated costs of completion and the sale costs. The cost of inventories is<br />
based on the FIFO (first in, first out) principle and includes the costs incurred on the acquisition of the inventories,<br />
their production or conversion and bringing them to the existing location and condition. In the case of<br />
inventories of finished products and work in progress, the cost price includes an appropriate portion of the indirect<br />
costs based on the normal production capacity.<br />
21 TRADE AND OTHER RECEIVABLES<br />
Trade and other receivables with a term of less than one year are stated at amortised cost less impairments.<br />
22 CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents comprise cash balances and immediately claimable credit balances. Current account<br />
credit balances at banks which are immediately claimable and form an integral part of the Group’s cash management<br />
are included as part of the cash and cash equivalents for the purposes of the cash flow statement.<br />
23 IMPAIRMENT<br />
The book value of the Group’s assets, except that of inventories (see note 20) and deferred profit tax assets (see<br />
note 14) is examined at each balance sheet date in order to determine whether there are indications of impairment.<br />
If there are such indications, an estimate is made of the realisable value of the asset. In the case of goodwill<br />
and intangible fixed assets which are not yet available for use, the realisable value is estimated at each<br />
balance sheet date.<br />
An impairment is recognised when the book value of an asset or the cash generating unit thereof is higher than<br />
the realisable value. It is first charged to any allocated goodwill and then deducted from the book value of the<br />
other assets.<br />
90<br />
Royal Ten Cate Annual Report <strong>2008</strong>
23.1 Calculation of the realisable value<br />
The realisable value is the higher of the recoverable amount, less sale costs, and the value in use. In determining<br />
the value in use, the discounted value of the estimated future cash flows is calculated using a discount rate<br />
after tax which reflects both the current market valuations of the time value of money and the specific risks<br />
relating to the asset. In the case of an asset which generates no cash receipts which are to a large degree independent<br />
of other assets, the realisable value is determined for the cash generating unit to which the asset<br />
belongs.<br />
23.2 Reversal of impairments<br />
An impairment relating to goodwill cannot be reversed. In the case of other assets, an assessment is made on<br />
the balance sheet date as to whether an impairment must be reversed if there is a change in the estimates on<br />
which the realisable value was based.<br />
An impairment is only reversed to the extent that the book value of the asset is no higher than the book value<br />
which would have been determined after the deduction of depreciation, if no impairment had been recognised.<br />
24 SHARE CAPITAL<br />
24.1 Share capital<br />
The share capital is classified as equity.<br />
24.2 Repurchase of own shares<br />
On the repurchase of share capital which is stated in the balance sheet as equity, the amount of the paid consideration,<br />
including directly attributable costs, is stated as a change in equity. Repurchased shares are classified<br />
under ‘Other reserves’ and presented as a deduction from total assets.<br />
24.3 Dividend<br />
Dividend is stated as a liability in the period in which it is declared.<br />
25 PENSION LIABILITIES<br />
25.1 Defined contribution schemes<br />
Liabilities relating to contributions to defined contribution pension schemes are charged to the profit and loss<br />
account in the period to which they relate.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
25.2 Defined benefit schemes<br />
The Group’s net liability in respect of defined benefit pension schemes is calculated separately for each scheme<br />
by estimating the amount of the future payments which employees have earned in the present and previous<br />
reporting periods in exchange for their services. This payment is discounted in order to determine the present<br />
day value, with the fair value of the fund investments being deducted. The discount rate is the yield on the balance<br />
sheet date of bonds which have an AA credit rating and a period to maturity which approximates the term<br />
of the Group’s liabilities and are denominated in the currency in which the benefits are paid. The calculation<br />
is performed by an authorised actuary on the basis of the projected unit credit method. If the payments under<br />
a pension scheme are increased, the proportion of the higher payment which relates to employees’ past service<br />
is stated as an expense in the profit and loss account on a straight-line basis over the average period up to the<br />
granting of the rights. If the rights are granted immediately, the expense is stated immediately in the profit and<br />
loss account.<br />
With regard to the actuarial profits and losses that arise in the calculation of the Group’s liability under<br />
a pension scheme, in so far as any accumulated actuarial profits or losses not yet recognised amount to more<br />
than 10% of the discounted value of the gross liabilities in respect of defined benefit pension rights or of the<br />
fair value of the fund investments if this is greater (in other words: remains within the corridor), that element is<br />
recognised in the profit and loss account over the expected average remaining service period of the employees<br />
participating in the scheme. For the remainder, the actuarial profit or loss is not recognised.<br />
When the calculation results in a receivable for the Group, the recognised asset item is limited to the net total<br />
of any actuarial losses and back-service costs and the discounted value of the lower of future repayments<br />
by the fund and future pension contributions.<br />
26 SHARE-BASED PAYMENTS<br />
The option scheme enables the Group’s management to acquire shares in the legal entity.<br />
The fair value of the granted options is stated under personnel costs, with a corresponding entry in equity.<br />
The fair value is determined on the grant date and is allocated over the period up to the time at which the management<br />
acquires an unconditional right to the options. The fair value of the granted options is determined on<br />
the basis of the binomial model, taking account of the conditions under which the options have been granted.<br />
Valuation factors include the share price on the valuation date, the exercise price of the instrument, the expected<br />
volatility, the weighted average expected term of the instruments (based on past experience and the conduct<br />
of the instrument holders), the expected dividends and the risk-free interest rate (based on government bonds).<br />
92<br />
Royal Ten Cate Annual Report <strong>2008</strong>
27 PROVISIONS<br />
A provision is recognised in the balance sheet if there is a legally enforceable or actual obligation as a result of<br />
a past event and it is likely that an outflow of resources will be required to settle such liability and such outflow<br />
can be reliably estimated. If the effect of this is material, the provisions are determined by discounting the<br />
expected future cash flows using a discount rate before tax which reflects the current market valuations of the<br />
time value of money and, if necessary, the specific risks of the liability.<br />
27.1 Claims and guarantees<br />
The provision for claims relates to damages claims and any litigation costs. The provision for guarantees relates<br />
to goods and services supplied and is based on historical guarantee data.<br />
27.2 Reorganisation<br />
Reorganisation provisions are included if the Group has formalised a detailed plan for the reorganisation and<br />
has begun or publicly announced the reorganisation. The reorganisation provision does not include costs<br />
incurred in relation to future activities.<br />
27.3 Other personnel liabilities<br />
Long service leave and other allowances such as anniversaries form part of the provisions under other personnel<br />
liabilities. These provisions are accumulated over the respective period as in the case of defined benefit<br />
pension schemes, albeit that actuarial profits or losses are included in the profit and loss account in the period<br />
in which they arise.<br />
27.4 Environment<br />
In accordance with the Group’s published environmental policy and the applicable legal obligations, a provision<br />
for the clearance of environmental pollution is formed when the pollution occurs.<br />
28 LONG-TERM DEBTS<br />
When included for the first time, interest-bearing loans received are stated at fair value less directly attributable<br />
transaction costs. After the first-time inclusion, interest-bearing loans are valued at amortised cost, with the<br />
difference between the cost and the redemption price being stated in the profit and loss account on the basis of<br />
the effective interest method over the term of the loans.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
29 TRADE CREDITORS<br />
Trade creditors and other payables are stated at amortised cost.<br />
30 DETERMINATION OF THE FAIR VALUE OF BUSINESS COMBINATIONS<br />
The following principles have been applied in determining the fair value of assets and liabilities in the case<br />
of acquisitions:<br />
Tangible fixed assets<br />
The fair value of tangible fixed assets included as a result of a business combination is based on market value.<br />
The market value of real estate is the estimated value at which an item of immovable property can be traded<br />
on the valuation date between a well-informed purchaser and a well-informed seller in a transaction on an<br />
objective, business basis, in which both parties have acted carefully and without coercion. The market value of<br />
other tangible fixed assets and inventories is based on the listed market prices of comparable assets and items.<br />
Intangible assets<br />
The fair value of patents and trademarks acquired as part of a business combination is determined on the basis<br />
of the discounted estimated royalties which have been avoided as a result of ownership of the patent or trademark.<br />
The fair value of customer relationships acquired in a business combination is determined using<br />
the excess earnings method over several periods, with the respective assets being valued after deduction of<br />
a real return on all other assets which jointly constitute the associated cash flows.<br />
Inventories<br />
The fair value of inventories acquired as part of a business combination is determined on the basis of the<br />
estimated sale price in normal business operation, less the estimated costs of completion and the sale costs,<br />
plus a reasonable profit margin reflecting the completion and sale effort.<br />
94<br />
Royal Ten Cate Annual Report <strong>2008</strong>
Notes to the consolidated profit and loss account<br />
31 SEGMENT INFORMATION<br />
Segment information is provided for the business and geographical segments of the Group. The primary<br />
segmentation basis, business segments, reflects the Group’s internal reporting structure.<br />
The prices for transactions between the segments are determined on an objective, business basis.<br />
The results, assets and liabilities of a segment comprise items which can be attributed directly or reasonably<br />
to the segment. Net financial expenses and profit tax are not allocated to the segments. The same applies<br />
to the related balance sheet items.<br />
Investments in fixed assets in the segment relate to the total costs incurred during the reporting period for the<br />
acquisition of the assets of the segment which are expected to remain in use for longer than a reporting period.<br />
Business segments<br />
The Group distinguishes the following business segments:<br />
◾ Advanced Textiles & Composites<br />
Manufacture and sale of protective and safety fabrics for professional wear, outdoor fabrics, composites<br />
for personal and vehicle protection and composites for technological applications in aerospace<br />
◾ Geosynthetics & Grass<br />
Manufacture and sale of fabrics and non-wovens for civil engineering, environmental projects, recreational<br />
and industrial applications and manufacture and sale of synthetic turf fibres<br />
◾ Technical Components/Holding & Services<br />
Manufacture and sale of rubber and foam rollers for the office equipment industry and related products, as<br />
well as country holding companies and service companies<br />
Geographic segments<br />
The segments operate on four continents, namely Europe, North America, Australia and Asia. In the presentation<br />
of information based on geographic segments, the revenues of the segment are based on the geographic<br />
location of origin. The assets of the segment are based on the geographic location of the asset.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 95
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
31.1 Segment information<br />
31.2 Analysis by business segment<br />
96<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Advanced Textiles<br />
& Composites<br />
Geosynthetics<br />
& Grass<br />
Technical Components/<br />
Holding & Services/<br />
eliminations Consolidated<br />
in millions of euros <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Revenues 481.0 350.3 497.8 468.3 53.8 67.4 1,032.6 886.0<br />
Intercompany sales 1.6 1.3 – – – 1.6 – 1.3 – –<br />
Total revenues 482.6 351.6 497.8 468.3 52.2 66.1 1,032.6 886.0<br />
Operating result 52.9 38.7 34.8 28.3 – 3.9 2.4 83.8 69.4<br />
Net financial expenses – 13.7 – 11.3<br />
Result from divested activities – 0.3<br />
Profit tax – 19.1 – 11.9<br />
Minority interests 0.1 – 0.1<br />
Net income 51.1 46.4<br />
Assets of segments 343.7 243.4 487.9 426.2 29.3 28.8 860.9 698.4<br />
Investments in other participating interests – – – – 6.2 1.3 6.2 1.3<br />
Unallocated assets – – – – – – 22.1 22.2<br />
Total assets 343.7 243.4 487.9 426.2 35.5 30.1 889.2 721.9<br />
Liabilities of segment * 58.3 56.8 63.6 71.7 48.8 43.7 170.7 172.2<br />
Unallocated liabilities – – – – – – 346.5 239.3<br />
Total liabilities 58.3 56.8 63.6 71.7 48.8 43.7 517.2 411.5<br />
Investments 11.7 17.0 29.0 44.9 7.3 1.0 48.0 62.9<br />
Depreciation and impairment 9.0 9.3 20.0 17.9 1.7 1.9 30.7 29.1<br />
Amortisation 8.6 1.5 3.0 2.1 – – 11.6 3.6<br />
*<br />
Excluding intercompany loans.<br />
31.3 Analysis by geographic location<br />
(origin) Revenues Assets<br />
Investments in<br />
tangible & intangible<br />
fixed assets<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Netherlands 222.5 234.4 135.4 157.8 8.5 24.8<br />
Rest of Europe 176.1 162.4 185.1 153.1 7.3 2.6<br />
North America 488.0 373.6 295.5 206.6 11.0 14.0<br />
Asia / Australia / Middle East 146.0 115.6 273.2 204.4 21.2 21.5<br />
TOTAL 1,032.6 886.0 889.2 721.9 48.0 62.9
32 ACQUISITIONS AND DIVESTMENT OF OPERATING COMPANIES<br />
32.1 Acquisitions<br />
On 30 January <strong>2008</strong> the Group acquired 100% of the shares of Composix Co of Newark, Ohio, United States for<br />
a cash payment to the original shareholder of $ 68 million.<br />
The acquisition was consolidated in the Group’s figures from 30 January. The Group’s revenues would have been<br />
€ 8.0 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not have been<br />
materially different. The goodwill paid amounts to € 19.8 million.<br />
On 12 March <strong>2008</strong> the Group acquired 100% of the shares of YLA inc and CCS Composites inc, both of Benicia,<br />
California, United States for a combined cash payment of $ 32 million.<br />
The acquisition was consolidated in the Group’s figures from 12 March. The Group’s revenues would have been<br />
€ 4.8 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not have been<br />
materially different. The goodwill paid amounts to € 13.1 million.<br />
On 14 March <strong>2008</strong> the Group acquired 75% of the shares of Xennia Technology ltd of Cambridge, United<br />
Kingdom for a cash payment of £ 8 million.<br />
The acquisition was consolidated in the Group’s figures from 14 March. The revenues and net income would not<br />
have been materially different if the acquisition had taken place on 1 January <strong>2008</strong>. The goodwill paid amounts<br />
to € 7.3 million.<br />
On 14 May <strong>2008</strong> the Group acquired 50% of the shares of Edel Grass bv, Genemuiden, the Netherlands for<br />
a cash payment to the original shareholder of € 5.5 million.<br />
Edel Grass bv was proportionally consolidated in the Group’s figures from 14 May. The Group’s revenues would<br />
have been € 2.6 million higher if the acquisition had taken place on 1 January <strong>2008</strong>. The net income would not<br />
have been materially different. The goodwill paid amounts to € 2.9 million.<br />
On 16 August <strong>2008</strong> the Group acquired 50.65% of the shares of the newly formed company <strong>TenCate</strong>-Union<br />
Protective Fabrics Asia Ltd of Bangkok, Thailand by contributions of cash and assets. This newly formed company<br />
is fully consolidated in the Group’s figures, on the basis of a minority interest of 49.35%. This acquisition led<br />
to a cash outflow of € 0.1 million. The goodwill paid amounts to € 0.1 million.<br />
In the case of Composix, Xennia and Edel Grass, an earn-out payment may be payable in the future in addition<br />
to the amounts stated above.<br />
The expected earn-out has been taken into account in the determination of the purchase price.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 97
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
The total goodwill acquired in <strong>2008</strong> amounts to € 44.8 million and comprises mainly employee potential and<br />
synergy benefits.<br />
The total contribution from the <strong>2008</strong> acquisitions to the Group’s <strong>2008</strong> revenues amounts to € 124.6 million.<br />
The effect of the acquisitions on the result after tax amounts to € 10.4 million.<br />
32.2 Effects of the acquisition of operating companies<br />
The effect of the above acquisitions on assets and liabilities was as follows:<br />
98<br />
Royal Ten Cate Annual Report <strong>2008</strong><br />
Recognised values Fair value adjustments Book values<br />
Composix Co Others Group Composix Co Others Group Composix Co Others Group<br />
Tangible fixed assets 6.0 5.9 11.9 – 0.4 0.4 6.0 5.5 11.5<br />
Intangible fixed assets 17.8 17.0 34.8 17.8 16.7 34.5 – 0.3 0.3<br />
Deferred profit tax assets – 0.5 0.5 – – – – 0.5 0.5<br />
Inventories 14.7 4.6 19.3 0.7 – 0.7 14.0 4.6 18.6<br />
Trade creditors and other payables 7.7 8.7 16.4 – – – 7.7 8.7 16.4<br />
Cash and cash equivalents 0.8 1.4 2.2 – – – 0.8 1.4 2.2<br />
Minority interests – – 5.3 – 5.3 – – 1.2 – 1.2 – – 4.1 – 4.1<br />
Deferred profit tax liabilities – – 5.7 – 5.7 – – 5.7 – 5.7 – – –<br />
Other provisions – – 0.3 – 0.3 – – – – – 0.3 – 0.3<br />
Interest-bearing loans – – 0.1 – 0.1 – – – – – 0.1 – 0.1<br />
Banks, current accounts – – 1.8 – 1.8 – – – – – 1.8 – 1.8<br />
Trade creditors and other payables – 15.2 – 7.8 – 23.0 – – 0.1 – 0.1 – 15.2 – 7.7 – 22.9<br />
NET IDENTIFIABLE ASSETS<br />
AND LIABILITIES 31.8 17.1 48.9 18.5 10.1 28.6 13.3 7.0 20.3<br />
Goodwill on acquisition 19.8 25.0 44.8<br />
Purchase price paid in cash 51.6 42.1 93.7<br />
Amount still payable – 4.0 – 1.2 – 5.2<br />
Acquired cash less short-term bank debts – 0.8 0.4 – 0.4<br />
Cash outflow 46.8 41.3 88.1
32.3 Divested operations<br />
The effect of the 2007 divestments of Business Key and SCI La Domitienne on the 2007 profit and loss account<br />
was as follows:<br />
<strong>2008</strong> 2007<br />
Revenues – 1.4<br />
Costs of raw materials and manufacturing supplies and work contracted out – – 1.0<br />
Other costs – – 0.3<br />
Operating result – 0.1<br />
33 PERSONNEL COSTS <strong>2008</strong> 2007<br />
Wages and salaries 138.4 127.9<br />
Social charges 32.0 31.6<br />
Costs of option scheme 1.7 1.1<br />
Pension costs 3.8 4.4<br />
Temporary personnel 14.4 13.3<br />
Personnel costs 190.3 178.3<br />
The pension costs comprise € 1.9 million (2007: € 1.2 million) in respect of defined benefit pension schemes<br />
and € 1.9 million (2007: € 3.2 million) in respect of defined contribution schemes (see note 49.3).<br />
34 OTHER OPERATING COSTS<br />
34.1 Government subsidies<br />
The Group’s profit and loss account includes € 2.1 million of government subsidies in <strong>2008</strong> (2007: € 2.5 million).<br />
34.2 Research and development<br />
The costs associated with research and development amounted to € 7.9 million in <strong>2008</strong> (2007: € 8.2 million),<br />
of which € 4.2 million (2007: € 3.2 million) has been stated in personnel costs and € 3.7 million (2007: € 5.0 million)<br />
in other operating costs.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 99
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
34.3 Book profit on sale of tangible fixed assets<br />
In <strong>2008</strong> the Group sold land and buildings on which a total book profit of € 6.5 million was recorded<br />
(2007: € 9.5 million).<br />
100 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Land and buildings 6.5 9.5<br />
Others 0.2 0.2<br />
Result from sale 6.7 9.7<br />
Book value of sold assets 6.1 1.4<br />
Proceeds of sale 12.8 11.1<br />
34.4 Operating lease expenses<br />
In <strong>2008</strong> the Group included € 5.5 million of expenses relating to operating lease agreements in other operating<br />
costs.<br />
35 FINANCIAL INCOME AND EXPENSES <strong>2008</strong> 2007<br />
Interest income 0.5 0.5<br />
Interest expenses<br />
Exchange rate differences and fair value adjustments in respect<br />
– 17.9 – 11.4<br />
of financial instruments 3.7 – 0.4<br />
– 13.7 – 11.3<br />
36 PROFIT TAX <strong>2008</strong> 2007<br />
Profit taxes payable<br />
Current financial year – 21.0 – 15.2<br />
Release of provision in respect of previous years – 2.1<br />
Deferred profit tax<br />
– 21.0 – 13.1<br />
Use of tax losses 1.9 1.2<br />
Total tax charge in profit and loss account – 19.1 – 11.9
Reconciliation with applicable tax rate <strong>2008</strong> 2007<br />
% euro % euro<br />
Pre-tax income 70.1 58.1<br />
Tax on profit at local profit tax rate 29.7% 20.8 30.1% 17.5<br />
Non-tax deductible costs 0.9% 0.6 1.5% 0.9<br />
Tax-exempt income 1.6% 1.1 0.2% 0.1<br />
Use of loss set-off – 4.0% – 2.8 – 5.6% – 3.3<br />
Change of rate – 2.7% – 1.9 – 2.0% – 1.2<br />
Others 1.8% 1.3 – 3.7% – 2.1<br />
Tax charge in profit and loss account 27.3% 19.1 20.5% 11.9<br />
The decrease in the weighted average tax rate from 30.1% to 29.7% is due to changes in the various countries’<br />
shares in the total pre-tax income and to the fact that the applicable tax rate changed in a number of countries.<br />
37 RESULT FROM DIVESTED ACTIVITIES <strong>2008</strong> 2007<br />
Business Key – 0.2<br />
SCI La Domitienne – 0.1<br />
Result from divested activities – 0.3<br />
Royal Ten Cate Annual Report <strong>2008</strong> 101
Notes to the consolidated balance sheet<br />
in millions of euros<br />
38 INTANGIBLE FIXED ASSETS Goodwill Development<br />
102 Royal Ten Cate Annual Report <strong>2008</strong><br />
Other<br />
intangible<br />
fixed assets Total<br />
Cost<br />
Balance as at 1 january 2007 12.6 0.2 4.1 16.9<br />
Change as a result of consolidation 114.8 – 22.6 137.4<br />
Investments – 0.3 1.1 1.4<br />
Change as a result of deconsolidation – 1.0 – – – 1.0<br />
Divestments – – – 0.1 – 0.1<br />
Exchange rate differences – 9.1 – – 1.9 – 11.0<br />
Balance as at 31 December 2007 117.3 0.5 25.8 143.6<br />
Change as a result of consolidation 44.8 – 34.8 79.6<br />
Investments – 0.8 0.4 1.2<br />
Exchange rate differences 5.2 – 1.5 6.7<br />
Balance as at 31 December <strong>2008</strong><br />
Amortisation<br />
167.3 1.3 62.5 231.1<br />
Balance as at 1 january 2007 3.3 – 1.2 4.5<br />
Amortisation – 0.1 3.5 3.6<br />
Changes as a result of deconsolidation – 0.9 – – – 0.9<br />
Exchange rate differences – 0.2 – – 0.2 – 0.4<br />
Balance as at 31 December 2007 2.2 0.1 4.5 6.8<br />
Amortisation – 0.2 11.4 11.6<br />
Exchange rate differences – – 0.6 0.6<br />
Balance as at 31 December <strong>2008</strong> 2.2 0.3 16.5 19.0<br />
Book value<br />
Balance as at 1 january 2007 9.3 0.2 2.9 12.4<br />
Balance as at 31 December 2007 115.1 0.4 21.3 136.8<br />
Balance as at 31 December <strong>2008</strong> 165.1 1.0 46.0 212.1
38.1 Amortisation/Impairments<br />
The Group recognised no impairment losses in <strong>2008</strong> (2007: € 0).<br />
38.2 Testing of the impairment for cash generating units which include goodwill<br />
The following units contain goodwill items:<br />
<strong>2008</strong> 2007<br />
<strong>TenCate</strong> Grass 82.7 78.8<br />
<strong>TenCate</strong> Advanced Armour EU 32.3 32.3<br />
<strong>TenCate</strong> Advanced Composites US 19.7 3.4<br />
Composix 21.0 –<br />
Others 9.4 0.6<br />
165.1 115.1<br />
The Group tested the existing goodwill for impairment in <strong>2008</strong>. The value in use has been determined on<br />
the basis of future cash flows over the forthcoming three years, based on historical empirical data, market<br />
expectations and strategic plans. No growth rate is applied for the period beyond three years. The discount rate<br />
used is 9.3% (2007: 9.5%).<br />
The net realisable value is the fair (market) value less sale costs.<br />
On the basis of this test, no goodwill impairment has been recognised. The changes in <strong>2008</strong> related largely to<br />
the acquired participating interests amounting to € 44.8 million (see note 32.2) and exchange rate differences.<br />
38.3 Amortisation<br />
The amortisation of € 11.6 million (2007: € 3.6 million) has been stated in the ‘Amortisation’ item in the profit<br />
and loss account.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 103
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
39 TANGIBLE FIXED ASSETS<br />
104 Royal Ten Cate Annual Report <strong>2008</strong><br />
Land and<br />
operating<br />
buildings<br />
Plant and<br />
equipment<br />
Other<br />
operating<br />
assets<br />
Operating<br />
assets under<br />
construction Total<br />
Acquisition value<br />
Balance as at 1 January 2007 113.0 292.2 36.2 11.7 453.1<br />
Changes as a result of consolidations 7.6 24.6 0.5 0.8 33.5<br />
Investments 12.4 34.7 3.3 11.1 61.5<br />
Changes as a result of deconsolidations – 1.4 – – 0.4 – – 1.8<br />
Divestments – 3.6 – 3.0 – 0.9 – – 7.5<br />
Exchange rate differences – 3.7 – 12.5 – 0.9 – 0.8 – 17.9<br />
Balance as at 31 December 2007 124.3 336.0 37.8 22.8 520.9<br />
Changes as a result of consolidations 1.3 7.2 1.1 2.3 11.9<br />
Investments 7.7 52.6 4.4 – 17.9 46.8<br />
Divestments – 6.2 – 8.0 – 0.7 – – 14.9<br />
Exchange rate differences 2.5 6.9 0.5 1.4 11.3<br />
Balance as at 31 December <strong>2008</strong><br />
Depreciation and impairment<br />
129.6 394.7 43.1 8.6 576.0<br />
Balance as at 1 January 2007 51.3 206.3 29.7 – 287.3<br />
Changes as a result of consolidations – 0.6 – – 0.6<br />
Depreciation 4.2 20.5 2.1 – 26.8<br />
Impairment – 2.3 – – 2.3<br />
Changes as a result of deconsolidations – 0.4 – – 0.3 – – 0.7<br />
Divestments – 2.5 – 2.7 – 0.9 – – 6.1<br />
Exchange rate differences – 1.2 – 5.7 – 0.5 – – 7.4<br />
Balance as at 31 December 2007 51.4 221.3 30.1 – 302.8<br />
Depreciation 4.6 23.5 2.6 – 30.7<br />
Divestments – 4.1 – 4.2 – 0.5 – – 8.8<br />
Exchange rate differences 0.7 2.8 0.4 – 3.9<br />
Balance as at 31 December <strong>2008</strong> 52.6 243.4 32.6 – 328.6<br />
Book value<br />
Balance as at 1 January 2007 61.7 85.9 6.5 11.7 165.8<br />
Balance as at 31 December 2007 72.9 114.7 7.7 22.8 218.1<br />
Balance as at 31 December <strong>2008</strong> 77.0 151.3 10.5 8.6 247.4
39.1 Impairment and reversal of impairment<br />
The Group recognised no impairment of tangible fixed assets in <strong>2008</strong> (2007: € 2.3 million).<br />
The impairment recognised in 2007 was stated in the consolidated profit and loss account under depreciation<br />
and impairment. No impairment losses were reversed during the year.<br />
39.2 Leased plant and equipment<br />
The Group leases buildings, plant and equipment under a number of financial leases.<br />
The net book value of these assets as at 31 December <strong>2008</strong> was € 5.5 million (31 December 2007: € 1.2 million).<br />
The increase was due to the conversion of an operating lease into a financial lease. The leased buildings, plant<br />
and equipment serve as collateral for the financial lease liabilities (see note 48).<br />
39.3 Collateral<br />
No land and buildings were encumbered as collateral for bank loans as at 31 December <strong>2008</strong>. The same was<br />
true as at 31 December 2007.<br />
39.4 Depreciation charge<br />
The depreciation charge of € 30.7 million (2007: € 26.8 million) has been stated in depreciation and impairment<br />
in the profit and loss account.<br />
40 FINANCIAL FIXED ASSETS<br />
The financial fixed assets can be analysed as follows:<br />
<strong>2008</strong> 2007<br />
Other participating interests 6.2 1.3<br />
Other long-term receivables 4.7 4.9<br />
Balance as at 31 December 10.9 6.2<br />
40.1 Other participating interests<br />
The main other participating interests included below concern GreenFields bv (Kampen, 20%), Landscape<br />
Solutions bv (Goirle, 20%) and Performance Fabrics and Fibers LLC (Andrews, South Carolina, 16%).<br />
<strong>2008</strong> 2007<br />
Balance as at 1 January 1.3 1.3<br />
Investments 4.6 –<br />
Exchange rate differences 0.3 –<br />
Balance as at 31 December 6.2 1.3<br />
Royal Ten Cate Annual Report <strong>2008</strong> 105
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
The investments include the acquisition of 16% of the shares of Performance Fabrics and Fibers LLC (€ 4.6 million).<br />
The consideration took the form of a contribution of assets.<br />
No loans were granted to other participating interests.<br />
40.2 Other long-term receivables and investments<br />
The main long-term receivables and investments concern invested pension monies at a number of US operating<br />
companies (€ 2.6 million) and an advance payment in connection with long-term lease rights in China and Malaysia<br />
(€ 1.9 million).<br />
41 DEFERRED PROFIT TAX ASSETS AND LIABILITIES<br />
The deferred profit tax assets and liabilities recognised in the balance sheet are attributable to the following<br />
items:<br />
106 Royal Ten Cate Annual Report <strong>2008</strong><br />
Assets Liabilities Net<br />
<strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Tangible fixed assets – – – 4.4 – 3.4 – 4.4 – 3.4<br />
Intangible assets – 0.7 – 6.6 – 2.2 – 6.6 – 1.5<br />
Financial fixed assets – 0.5 – 0.4 – 0.2 – 0.4 0.3<br />
Inventories 3.4 2.0 – – 3.4 2.0<br />
Other receivables 0.4 0.3 – – 0.4 0.3<br />
Pension provisions 4.6 6.0 – – 4.6 6.0<br />
Other provisions 6.1 4.9 – – 6.1 4.9<br />
Tax value of loss carry-forwards 5.1 2.9 – – 5.1 2.9<br />
Others 0.8 1.2 – – 0.8 1.2<br />
Deferred profit tax asset/liability 20.4 18.5 – 11.4 – 5.8 9.0 12.7<br />
Balance of assets and liabilities – 6.2 – 4.9 6.2 4.9 – –<br />
Net deferred profit tax asset/liability 14.2 13.6 – 5.2 – 0.9 9.0 12.7<br />
Deferred profit tax assets not stated in the balance sheet<br />
As at 31 December <strong>2008</strong> there were € 21.8 million (2007: € 16.0 million) of unused losses available for set-off.<br />
No deferred profit tax asset has been recognised in respect of this amount because it is currently unlikely that<br />
future taxable profit will be available to the Group for the losses to be set off. The profit tax assets not included<br />
as at 31 December <strong>2008</strong> amounted to € 4.4 million (2007: € 3.1 million).
The expiry periods of the unused losses available for set-off are shown in the table below:<br />
Within 2 – 5 years 5.0<br />
After five years 0.7<br />
Indefinite period 16.1<br />
Unused losses available for set-off 21.8<br />
42 INVENTORIES <strong>2008</strong> 2007<br />
Raw materials and manufacturing supplies 57.4 49.1<br />
Semi-manufactures 42.6 39.0<br />
Finished products 111.5 88.1<br />
Inventories 211.5 176.2<br />
43 TRADE DEBTORS <strong>2008</strong> 2007<br />
Due from third parties 154.2 145.8<br />
Due from other participating interests 13.4 –<br />
Due from joint ventures 1.3 –<br />
Trade debtors 168.9 145.8<br />
Trade debtors are stated at nominal value after deduction of provisions deemed necessary. Transfers to provisions<br />
for doubtful debts are included in the profit and loss account under direct sale costs (work contracted out<br />
and other external costs).<br />
44 OTHER RECEIVABLES <strong>2008</strong> 2007<br />
Receivable in respect of other taxes 3.3 2.3<br />
Derivatives at fair value 1.8 3.4<br />
Other receivables and prepayments 11.2 10.9<br />
Other receivables 16.3 16.6<br />
The other taxes receivable relate mainly to reclaimable VAT.<br />
<strong>2008</strong><br />
Royal Ten Cate Annual Report <strong>2008</strong> 107
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
45 CASH AND CASH EQUIVALENTS <strong>2008</strong> 2007<br />
Bank balances 5.3 4.7<br />
Cash balances 0.1 0.1<br />
Cash and cash equivalents 5.4 4.8<br />
Cash loans, overdrafts – 19.4 – 12.5<br />
Cash in the cash flow statement – 14.0 – 7.7<br />
All amounts were freely available at the end of <strong>2008</strong> and 2007.<br />
46 TOTAL SHAREHOLDERS’ EQUITY<br />
A statement of changes in equity can be found on page 80.<br />
46.1 Ordinary shares <strong>2008</strong> 2007<br />
Number x 1,000<br />
Outstanding as at 1 January 23,556 21,063<br />
Issue of shares – 2,106<br />
Issued stock dividend 411 387<br />
Outstanding as at 31 December 23,967 23,556<br />
The authorised share capital amounts to € 200 million divided into 80 million ordinary shares of a par value<br />
of € 2.50. The issued capital as at 31 December <strong>2008</strong> amounts to 23,966,901 ordinary shares of a par value of<br />
€ 2.50 (as at 31 December 2007: 23,556,158 ordinary shares of a par value of € 2.50).<br />
The holders of ordinary shares are entitled to dividend as approved periodically by the General Meeting<br />
of Shareholders. They are also entitled to cast one vote per share at meetings of the company.<br />
Issue of shares and limitation of pre-emptive right<br />
The general meeting of shareholders has granted the Executive Board the power to issue shares and to exclude<br />
or restrict the pre-emptive right for the period ending on 30 September 2009. The power to issue shares concerns<br />
10% of the issued share capital plus a further issue up to a maximum of 10% of the issued share capital<br />
in the event that the issue takes place in the context of a merger or acquisition. The same applies to the power<br />
of the Executive Board, with the approval of the Supervisory Board, to restrict or exclude the pre-emptive right.<br />
108 Royal Ten Cate Annual Report <strong>2008</strong>
46.2 Repurchased ordinary shares <strong>2008</strong> 2007<br />
Number x 1,000<br />
Outstanding as at 1 January 556 509<br />
Repurchasing of shares – 175<br />
Exercise of options – 25 – 125<br />
Issued in connection with share plan – 4 – 3<br />
Outstanding as at 31 December 527 556<br />
The aim of the repurchase of ordinary shares is to avoid the dilution of earnings per share by the granting of<br />
options and the issue of shares as part of the share savings plan. No shares in the company were repurchased<br />
in <strong>2008</strong>. The shares repurchased in 2007 have been purchased at an average price of € 23.99.<br />
Repurchase of own shares<br />
The general meeting of shareholders has granted the Executive Board the power to acquire fully paid-up shares<br />
in the company (or certificates thereof) for the period ending on 30 September 2009. The maximum number<br />
of shares which may thus be acquired is 10% of the issued capital at the time of acquisition of the shares<br />
(or certificates thereof).<br />
46.3 Share premium<br />
The share premium reserve is to be considered as paid-up capital.<br />
46.4 Retained earnings of associated companies<br />
The reserve has been formed in respect of operating companies and joint ventures in which the free disposal<br />
of retained earnings is subject to restrictions.<br />
46.5 Translation differences<br />
The reserve for translation differences comprises all exchange rate differences which arise due to the translation<br />
of the financial statements of foreign activities outside the eurozone. These exchange rate differences<br />
(translation risk) are carried in equity. The accumulation of the respective amount began on 1 January 2004 and<br />
is not available for distribution to shareholders.<br />
46.6 Reserve for hedging results<br />
The reserve for hedging results is not available for distribution to shareholders. A negative reserve reduces<br />
the amount which is freely distributable from the reserves.<br />
The balance of the reserve for hedging results as at 31 December <strong>2008</strong> was negligible.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 109
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
46.7 Undistributed Result<br />
Subsequent to the balance sheet date the following dividend has been proposed, which has not yet been included<br />
in the balance sheet. It is proposed to set the dividend in respect of <strong>2008</strong> at € 0.85 per share (2007: € 0.80<br />
per share), payable half as a stock dividend and half at shareholders’ discretion in cash or in the form of a stock<br />
dividend, with the value of such stock dividend slightly exceeding the cash dividend.<br />
110 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
€ 0.85 per ordinary share (2007: € 0.80) 20.4 18.8<br />
46.8 Objective with regard to equity<br />
The objective with regard to equity, as in 2007, is to guarantee the continuity of the company by means<br />
of attractive returns for shareholders and by guaranteeing benefits for other stakeholders. The capital structure<br />
is adjusted if necessary in line with economic developments and the risks relating to assets.<br />
With regard to financing, the longer-term objective is a ratio of net debt to EBITDA of a maximum of 2.5.<br />
The calculation as at 31 December is as follows:<br />
31 December<br />
<strong>2008</strong><br />
31 December<br />
2007<br />
Long-term interest-bearing liabilities 316.2 222.3<br />
Short-term portion of long-term liabilities 0.9 0.4<br />
Cash loans and overdrafts 19.4 12.5<br />
Total debt 336.5 235.2<br />
Less: cash and cash equivalents 5.4 4.8<br />
Net debt 331.1 230.4<br />
EBITDA * 127.0 105.7<br />
Net debt / EBITDA 2.61 2.18<br />
*<br />
In accordance with the covenant relating to the loan facility, the EBITDA for acquired and divested businesses is annualised. The effect<br />
of this extrapolation is a € 0.9 million increase in EBITDA. (2007: € 3.6 million).
47 EARNINGS PER SHARE<br />
47.1 Ordinary earnings per share<br />
The calculation of the ordinary earnings per share as at 31 December <strong>2008</strong> is based on the net profit of<br />
€ 51.1 million (2007: € 46.4 million) attributable to holders of ordinary shares and a weighted average number<br />
of outstanding ordinary shares during the <strong>2008</strong> financial year of 23,426,397 (2007: 22,797,063), calculated<br />
as follows:<br />
<strong>2008</strong> 2007<br />
Net profit for the financial year attributable to holders of ordinary shares 51.1 46.4<br />
Weighted average number of ordinary shares <strong>2008</strong> 2007<br />
Number x 1,000<br />
Outstanding ordinary shares on 1 January 23,556 21,063<br />
Issue of shares – 1,847<br />
Effect of ordinary shares held (including repurchased shares) – 556 – 535<br />
Effect of shares issued in connection with stock dividend 411 387<br />
Effect of shares issued as a result of exercised option rights 13 33<br />
Effect of shares issued as a result of share savings plan 2 2<br />
Weighted average number of ordinary shares as at 31 December 23,426 22,797<br />
Royal Ten Cate Annual Report <strong>2008</strong> 111
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
47.2 Diluted earnings per share<br />
The calculation of the diluted earnings per share as at 31 December <strong>2008</strong> is based on the net profit of<br />
€ 51.1 million (2007: € 46.4 million) attributable to holders of ordinary shares and the weighted average number<br />
of outstanding ordinary shares during the <strong>2008</strong> financial year of 23,494,868 (2007: 22,966,852), calculated<br />
as follows:<br />
112 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Net profit for the financial year attributable to holders of ordinary shares 51.1 46.4<br />
Weighted average number of ordinary shares <strong>2008</strong> 2007<br />
Number x 1,000<br />
Weighted average number of ordinary shares as at 31 December 23,426 22,797<br />
Effect of outstanding option rights<br />
Weighted average number of ordinary shares (after dilution)<br />
69 170<br />
as at 31 December 23,495 22,967<br />
48 LONG-TERM DEBTS <strong>2008</strong> 2007<br />
Syndicated loan 304.2 214.1<br />
Financial lease liabilities 5.3 1.2<br />
Other loans 7.6 7.4<br />
317.1 222.7<br />
Less: repayment of loans in forthcoming year – 0.9 – 0.4<br />
Long-term debts 316.2 222.3
<strong>2008</strong><br />
Total<br />
2009<br />
< 1 year<br />
2010<br />
1 – 2 years<br />
2011/2013<br />
2 – 5 years<br />
2014<br />
and after<br />
> 5 years<br />
Syndicated loan<br />
EUR – variable interest 122.1 122.1 214.1<br />
USD – variable interest 150.8 150.8 –<br />
DKK – variable interest 31.3 31.3 –<br />
Financial lease liabilities<br />
EUR – fixed interest 8.00% 0.9 0.2 0.2 0.5 1.1<br />
EUR – variable interest 4.3 0.6 0.7 3.0 –<br />
DKK – fixed interest 6.96% – 0.1<br />
THB – fixed interest 3.65% 0.1 0.1 –<br />
Other loans<br />
AUD – variable interest 2.6 2.6 2.6<br />
USD – variable interest 2.9 2.9 2.7<br />
EUR – fixed interest 0.5 – 3.0% 0.1 0.1 0.2<br />
EUR – fixed interest 1.00% 2.0 2.0 1.9<br />
Long–term debts 317.1 0.9 3.5 309.8 2.9 222.7<br />
The syndicated loan of € 400 million (2007 € 250 million), which is available for drawing in various currencies,<br />
was concluded with a syndicate of 12 banks on 16 February 2007 and was amended on 27 February <strong>2008</strong>.<br />
€ 306 million of this facility was drawn as at 31 December <strong>2008</strong> (2007: € 215 million). The original term of the<br />
loan is five years (up to 16 February 2012). Repayment is due in full on the maturity date. The loan is valued<br />
at amortised cost in accordance with the effective interest method.<br />
The interest rate payable is linked to the net debt/EBITDA ratio, which is calculated quarterly in respect of the<br />
preceding 12 months. The interest margin above Euribor or Libor will be between 0.40% and 1.00%. At the end<br />
of <strong>2008</strong>, the margin was 0.725% (2007: 0.50%).<br />
The aforementioned syndicated loan is subject to a number of covenants, the principal of which are:<br />
◾ total net debt/EBITDA + result from associated companies less than 3, with the once-only possibility of an<br />
increase to 3.5 for two successive quarters following an acquisition;<br />
◾ EBITDA/net interest greater than 4;<br />
◾ joint guarantee of operating companies with total assets of at least 60% of the <strong>TenCate</strong> total.<br />
<strong>TenCate</strong> fulfilled these conditions as at the balance sheet date.<br />
2007<br />
Total<br />
Royal Ten Cate Annual Report <strong>2008</strong> 113
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
In the event of a change of control of the company, the syndicated loan of € 400 million is immediately repayable<br />
if a two-thirds majority of the lenders so require.<br />
The € 4.3 million Financial lease liability with variable interest concerns the conversion of an operating lease<br />
into a financial lease.<br />
The AUD loan with a variable interest rate was granted by Westpac Banking Corporation.<br />
The USD loan with variable interest concerns a $ 4 million loan from the Development Authority of Pike County<br />
Industrial Revenue Bonds. Repayment is due in full in 2018.<br />
The euro loans with a fixed interest rate between 0.5% and 3% were granted by Forschungsförderungsfond,<br />
Vienna, and Öberbank AG, Linz.<br />
Of the total of long-term loans, 99% (2007: 98%) had variable interest in <strong>2008</strong>. The risk associated with this<br />
variability has been hedged by means of a number of instruments (caps, swaps). Details of the interest rate risk<br />
borne by the Group can be found in note 51.3.<br />
49 PENSION LIABILITIES <strong>2008</strong> 2007<br />
Defined benefit schemes<br />
Discounted value of covered liabilities 275.1 298.6<br />
Market value of fund investments 272.4 304.7<br />
Discounted value of net liabilities 2.7 – 6.1<br />
Unstated actuarial profits and losses 15.1 26.8<br />
Total defined benefit schemes 17.8 20.7<br />
Other liabilities in respect of pensions 6.5 7.8<br />
Pension liabilities 24.3 28.5<br />
49.1 Changes in the valuation of liabilities as at the balance sheet date <strong>2008</strong> 2007<br />
Balance of liabilities as at 1 January 298.6 316.1<br />
Service costs 3.3 3.7<br />
Members’ contributions 3.1 3.1<br />
Interest costs 16.3 14.6<br />
Benefits paid – 15.6 – 12.9<br />
Actuarial differences – 30.6 – 26.0<br />
Balance as at 31 December 275.1 298.6<br />
114 Royal Ten Cate Annual Report <strong>2008</strong>
49.2 Investments <strong>2008</strong> 2007<br />
Balance as at 1 January 304.7 302.8<br />
Expected return 17.7 17.1<br />
Employer’s contribution 4.8 4.8<br />
Members’ contributions 3.1 3.1<br />
Actuarial losses – 42.3 – 10.3<br />
Benefits paid – 15.6 – 12.8<br />
Balance as at 31 December 272.4 304.7<br />
Analysis of investments as at 31 December <strong>2008</strong> 2007<br />
Bonds 161.4 158.6<br />
Shares 69.0 102.1<br />
Hedge funds 11.1 16.7<br />
Real estate 26.0 24.0<br />
Cash 4.9 3.3<br />
Pension fund investments 272.4 304.7<br />
49.3 Charge stated in profit and loss account <strong>2008</strong> 2007<br />
Service costs – 3.3 – 3.7<br />
Interest on the liabilities – 16.3 – 14.6<br />
Expected return on fund investments 17.7 17.1<br />
Pension income/charges – 1.9 – 1.2<br />
The pension charges have been stated in the <strong>2008</strong> profit and loss account in an amount of € 1.9 million<br />
(2007: € 1.2 million) under personnel costs. The actual return on fund investments amounts to € – 24.6 million<br />
(2007: € 6.8 million).<br />
Netherlands<br />
The defined pension scheme concerns the pension rights of the Dutch employees which have been placed with<br />
Stichting Pensioenfonds Koninklijke Ten Cate.<br />
The main features of the scheme are:<br />
◾ pension accumulation based on average salary;<br />
◾ accumulation rate of 2.1%;<br />
◾ conditional indexation; the average indexation expectation has been set at 70%.<br />
Agreements have been entered into with the pension fund in respect of the contribution payable. The contribution<br />
percentage varies within an agreed range, depending on the cover ratio of the pension fund. The current<br />
agreements cover the period up to 31 December 2009.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 115
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
Other liabilities<br />
The other liabilities in respect of pensions relate to defined contribution schemes and a number of specific oldage<br />
provisions. The principal defined contribution scheme is a 401K (savings) scheme in the United States.<br />
49.4 Liability in respect of defined benefit schemes<br />
The main actuarial assumptions as at the balance sheet date (in weighted averages):<br />
116 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Discount rate as at 31 December 5.7% 5.5%<br />
Expected return on fund investments as at 31 December 6.1% 5.9%<br />
Future wage increases 2.5% 2.7%<br />
Future pension increases 1.4% 2.0%<br />
Assumptions with regard to future mortality figures are based on published statistical data and mortality tables.<br />
The mortality tables used are the GBM and GBV survival tables for 2000 – 2005 with an age reduction of three<br />
years for men and zero years for women. The age difference between men and women is set at three years.<br />
A loading of 3.5% has been applied for future improvement in life expectancy on the liability and 6.0% on the<br />
service cost. The total expected long-term return on the investments is 6.1% (2007: 5.9%). This percentage is<br />
based on the sum of the returns in separate investment categories. A 0.1% change in the discount rate does not<br />
lead to a change in the annual charges (2007: € 0.1 million). A 0.1% change in the discount rate will, however,<br />
cause the liability to rise or fall by € 3.5 million (2007 € 4.1 million).<br />
Historical information <strong>2008</strong> 2007 2006 2005 2004<br />
Discounted value of covered liabilities 275.1 298.6 316.1 326.5 302.4<br />
Market value of fund investments 272.4 304.7 302.8 289.1 265.9<br />
Discounted value of net liabilities<br />
Experience adjustments arising<br />
2.7 – 6.1 13.3 37.4 36.5<br />
on liabilities of the scheme * Experience adjustments arising<br />
0.8 2.7 – 1.6 – –<br />
on fund investments – 42.3 – 10.3 5.7 15.7 5.8<br />
*<br />
No figures are available for 2005 and 2004.<br />
The Group expects to contribute € 7.0 million of employer’s contributions to defined benefit pension schemes<br />
in 2009 (<strong>2008</strong>: € 4.8 million). The pension expense in respect of 2009 is estimated at € 1.8 million (<strong>2008</strong>:<br />
€ 1.9 million).
50 PROVISIONS<br />
Guarantee/ Reorganisation<br />
claims provision<br />
Other<br />
personnel<br />
liabilities Environment Others Total<br />
Balance as at 1 January <strong>2008</strong><br />
Change as a result of<br />
6.0 – 4.6 2.0 2.2 14.8<br />
consolidation – – – – 0.3 0.3<br />
Formed as charge against result 1.6 2.5 0.3 – 0.1 4.5<br />
Released to result – 2.4 – 0.2 – 0.2 – 0.2 – 3.0<br />
Expenditure in current year – 1.5 – 0.5 – 0.2 – – 0.4 – 2.6<br />
Reclassification<br />
Balance as at<br />
1.1 – 1.1 –<br />
31 December <strong>2008</strong> 3.7 1.8 5.8 1.8 0.9 14.0<br />
Of which short-term<br />
as at 31.12.07 2.6 – – – 0.8 3.4<br />
as at 31.12.08 2.1 1.8 0.1 – 0.4 4.4<br />
The amount released to the result has been included in the profit and loss account as follows:<br />
<strong>2008</strong> 2007<br />
Personnel costs 0.2 0.7<br />
Other operating costs 2.8 2.1<br />
Total 3.0 2.8<br />
The guarantee provision relates to goods and services supplied and the provision for claims relates to damage<br />
claims and possible legal costs.<br />
Two reorganisations were announced in <strong>2008</strong>. The transfer of Ten Cate Enbi’s R&D activities to Singapore and<br />
the discontinuation of contract finishing for third parties at <strong>TenCate</strong> Protective & Outdoor Fabrics are expected<br />
to be completed in 2009.<br />
The provision for other personnel liabilities has been formed in respect of long-term leave and other allowances,<br />
such as anniversaries.<br />
The environmental provision has been formed for expected costs of decontamination of industrial sites, on the<br />
basis of functional decontamination (maintenance of business use).<br />
Royal Ten Cate Annual Report <strong>2008</strong> 117
Other information<br />
51 FINANCIAL INSTRUMENTS<br />
As part of the normal business operations, the Group incurs liquidity, credit, interest and currency risks. The risk<br />
of fluctuations in exchange rates and interest rates is hedged using derivatives.<br />
51.1 LIQUIDITY RISK<br />
The liquidity risk is the risk of <strong>TenCate</strong> being unable to meet its liabilities when they fall due. <strong>TenCate</strong>’s policy<br />
on control of the liquidity risk is to guarantee to the best of its ability that sufficient liquidities are available to<br />
meet its liabilities on time, in both normal and exceptional situations.<br />
The term of the financial liabilities as at 31 December <strong>2008</strong> is as follows:<br />
118 Royal Ten Cate Annual Report <strong>2008</strong><br />
Book value<br />
Contractual<br />
cash flow<br />
2009<br />
< 1 year<br />
2010<br />
1-2 years<br />
2011/2013<br />
2-5 years<br />
2014 f.f.<br />
> 5 years<br />
Financial liabilities<br />
(excluding derivatives)<br />
Long-term debts 317.1 – 349.6 – 10.6 – 13.2 – 322.8 – 3.1<br />
Cash loans, overdrafts<br />
Trade and other creditors,<br />
19.4 – 19.4 – 19.4 – – –<br />
excluding derivatives 130.6 – 130.6 – 130.6 – – –<br />
Derivatives<br />
Interest rate swaps<br />
Forward foreign exchange<br />
0.6 – 2.0 – 0.1 – 0.5 – 1.0 – 0.4<br />
contracts<br />
Total financial liabilities<br />
1.4 – 1.4 – 1.4 – – –<br />
(including derivatives) 469.1 – 503.0 – 162.1 – 13.7 – 323.8 – 3.5
The term of the financial liabilities as at 31 December 2007 is as follows:<br />
Book value<br />
Contractual<br />
cash flow<br />
<strong>2008</strong><br />
< 1 year<br />
2009<br />
1-2 years<br />
2010/2012<br />
2-5 years<br />
2013 f.f.<br />
> 5 years<br />
Financial liabilities (excluding<br />
derivatives)<br />
Long-term debts 222.7 – 268.1 – 11.3 – 11.3 – 240.8 – 4.7<br />
Cash loans, overdrafts<br />
Trade and other creditors,<br />
12.5 – 12.5 – 12.5 – – –<br />
excluding derivatives 128.5 – 128.5 – 128.5 – – –<br />
Derivatives<br />
Interest rate swaps – 0.1 0.3 0.3 – – –<br />
Caps<br />
Forward foreign exchange<br />
– 0.8 1.0 0.6 0.4 – –<br />
contracts<br />
Total financial liabilities<br />
0.1 – 0.1 – 0.1 – – –<br />
(including derivatives) 362.9 – 407.9 – 151.5 – 10.9 – 240.8 – 4.7<br />
51.2 Credit risk<br />
Credit risk is the risk of a financial loss for the Group if a customer or counterparty to a financial instrument fails<br />
to discharge its contractual obligations. Credit risks result in particular from trade debtors and investments<br />
in securities.<br />
The management has drawn up a credit policy and the credit risk is constantly monitored.<br />
In the case of all supplies above a certain amount, the customer is subjected to a credit assessment and, where<br />
possible, the debtor position is insured. All European operating companies, as well as a number of American<br />
and Asian companies, have credit insurance.<br />
On the balance sheet date there were no major concentrations of credit risk. The residual credit risk is the<br />
balance sheet value of each financial asset, after deduction of derivates.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 119
OTHER INFORMATION<br />
The book value of the financial assets reflects the maximum exposure to credit risk. The maximum exposure can<br />
be defined as follows:<br />
120 Royal Ten Cate Annual Report <strong>2008</strong><br />
31 December<br />
<strong>2008</strong><br />
31 December<br />
2007<br />
Trade debtors and other (long-term) receivables 188.1 163.9<br />
Cash and cash equivalents 5.4 4.8<br />
Forward foreign exchange contracts and options 1.6 2.3<br />
Interest rate swaps – 0.3<br />
Interest rate caps 0.2 0.8<br />
Total 195.3 172.1<br />
The age of the trade debtors and the provision for bad debts can be analysed as follows:<br />
<strong>2008</strong> 2007<br />
Gross Provision Gross Provision<br />
0 – 60 days overdue 152.5 0.6 143.7 0.5<br />
60 – 120 days overdue 11.0 0.5 2.1 0.4<br />
120 – 360 days overdue 6.8 1.1 1.3 0.9<br />
Over 360 days overdue 2.8 2.0 2.2 1.7<br />
Balance as at 31 December 173.1 4.2 149.3 3.5<br />
The movements in the provision for trade debtors are as follows:<br />
<strong>2008</strong> 2007<br />
Balance as at 1 January 3.5 3.1<br />
Change as a result of consolidations/deconsolidations 0.1 – 0.1<br />
Formed as charge against result 1.8 2.0<br />
Released to result – 1.0 – 1.0<br />
Written off during the year – 0.3 – 0.3<br />
Exchange rate differences 0.1 – 0.2<br />
Balance as at 31 December 4.2 3.5
51.3 Interest rate risk<br />
The policy with regard to interest rate risks is stated in the risk section on page 38 of this report. The conditions<br />
applying to the interest-bearing debt are set out in note 48.<br />
The aim of the interest rate policy is to limit the finance charges as far as possible. Interest rate instruments<br />
can be used in order to adjust the fixed or variable interest character of finance to the required profile. The<br />
Group has entered into interest rate swaps and caps in order to fulfil this purpose within the policy of the<br />
Group.<br />
The following interest rate instruments were outstanding at the end of <strong>2008</strong>:<br />
◾ interest rate swap to 02-01-2018: $ 4 million received variable, payment 4.47% fixed<br />
◾ interest rate cap 30-12-2005 to 31-12-2009: € 25 million 3.5%<br />
◾ interest rate cap 31-12-<strong>2008</strong> to 30-12-2009: € 40 million 4.5%<br />
◾ interest rate cap 31-12-2009 to 30-12-2010: € 15 million 4.5%<br />
◾ interest rate cap 31-12-<strong>2008</strong> to 31-12-2010: € 25 million 4.5%<br />
◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2009: $ 70 million 4.5%<br />
◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2010: $ 70 million 4.5%<br />
◾ interest rate cap 30-06-<strong>2008</strong> to 31-12-2011: $ 70 million 4.5%<br />
◾ interest rate swap 31-12-2009 to 31-12-2012: $ 70 million, received variable, payment 2.215%<br />
fixed<br />
The Group classifies the interest rate swaps and the interest rate caps as cash flow hedging and values them<br />
at fair value. The net fair value of the interest rate swaps as at 31 December <strong>2008</strong> of € – 0.6 million (2007:<br />
€ 0.1 million) has been included under trade creditors and other payables. The net fair value of the caps of<br />
€ 0.2 million (2007: € 0.8 million) has been included under other receivables.<br />
51.4 Currency risk<br />
The Group incurs currency risks on sales and purchases denominated in currencies other than the local currency<br />
of the respective Group company. The currencies which give rise to this risk are primarily the US dollar, the British<br />
pound and the euro.<br />
Transaction risk<br />
The Group hedges all trade receivables and debts denominated in foreign currencies. To that end it uses foreign<br />
exchange forward contracts and options. The forward contracts have a term of less than one year after the balance<br />
sheet date. If necessary they are extended.<br />
Competition risks<br />
The Group also hedges the estimated currency risk of the expected purchases and sales in the subsequent six<br />
months. Currency options are used for this purpose.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 121
OTHER INFORMATION<br />
With regard to monetary assets and liabilities held in currencies other than the euro, the Group ensures that the<br />
net risk remains at an acceptable level, by purchasing or selling foreign currencies as necessary in the spot market<br />
in order to eliminate short-term imbalances.<br />
The principal of the USD, and AUD loans of the Group has not been hedged, because these loans have been<br />
drawn by operating companies which have corresponding assets in the same currency.<br />
Additional note on currency risk<br />
The Group’s exposure to currency risks on the balance sheet date is as follows:<br />
122 Royal Ten Cate Annual Report <strong>2008</strong><br />
31 December <strong>2008</strong> 31 December 2007<br />
USD GBP EUR USD GBP EUR<br />
Transaction risk 5.2 2.5 23.8 – 2.5 5.1 – 9.8<br />
Competition risk 2.2 1.4 – 0.9 4.0 2.2 15.2<br />
Risk before hedging 7.4 3.9 22.9 1.5 7.3 5.4<br />
Forward contracts – 6.5 – 2.2 – 22.5 – 0.6 – 6.7 7.3<br />
Option contracts 0.3 – 0.8 – 4.4 0.5 – 0.9 6.1<br />
Risk after hedging 1.2 0.9 – 4.0 1.4 – 0.3 18.8<br />
The foreign currencies have been converted into euros at the closing rate.<br />
The transaction risk in USD and EUR relates respectively to debts and receivables in USD and EUR of operating<br />
companies outside the dollar and euro zones. The transaction risk in EUR mainly concerns trade receivables of<br />
<strong>TenCate</strong> Thiolon Middle East. The competition risk in USD relates mainly to expected revenues of <strong>TenCate</strong> Geosynthetics<br />
Asia. The transaction risk in GBP relates mainly to GBP receivables of <strong>TenCate</strong> Advanced Armour<br />
France.<br />
The competition risk concerns the balance of expected revenues and costs in the stated currencies of operating<br />
companies located outside the respective regions.<br />
51.5 Future transactions<br />
The Group classifies options to hedge future transactions as cash flow hedging and values them at fair value.<br />
The net fair value of options to hedge future transactions as at 31 December <strong>2008</strong> amounted to € 0.8 million<br />
(2007: € 2.1 million). This amount has been included in other receivables.
51.6 Assets and liabilities included in the balance sheet<br />
Changes in the fair value of foreign exchange forward contracts and options which are used to hedge, in an<br />
economic sense, monetary assets and liabilities denominated in foreign currencies are stated in the profit and<br />
loss account. Both changes in the fair value of forward contracts and options and the exchange rate differences<br />
relating to monetary balance sheet items are included as exchange rate differences under net financial expenses<br />
(see note 35).<br />
51.7 Sensitivity analyses<br />
In managing interest rate and currency risks, the Group’s aim is to limit the effect of short-term fluctuations on<br />
the Group result. In the longer term, however, sustained changes in exchange rates and interest rates will have<br />
an effect on the consolidated result.<br />
The effect of a general rise of one percentage point in the interest rate on the pre-tax income in <strong>2008</strong> is<br />
estimated at € – 2.1 million (2007: € – 0.4 million). This calculation takes account of the concluded interest rate<br />
swaps or caps.<br />
A general rise of one percentage point in the value of the euro against other currencies would have reduced<br />
the result after tax by an expected € 0.4 million (2007: € 0). Existing options have been taken into account in this<br />
calculation.<br />
A general rise of one percentage point in the value of the euro against other currencies would have reduced<br />
the equity by approximately € 3.1 million (2007: € 2.1 million).<br />
51.8 Estimate of fair value<br />
Details are given below of the main methods and assumptions used in estimating the fair value of financial<br />
instruments.<br />
Foreign exchange forward contracts and interest rate caps are valued on the basis of calculations or prices<br />
obtained from financial institutions. In the case of interest rate swaps, bank statements are used.<br />
The fair value of long-term debts is calculated on the basis of the discounted value of expected future cash<br />
flows from repayments and interest payments.<br />
The fair value of financial lease liabilities is estimated on the basis of the present value of future cash flows,<br />
discounted at the interest rate for similar lease agreements.<br />
In the case of trade debtors, other receivables, trade creditors and other short-term debts which fall due within<br />
one year, the nominal value is deemed to reflect the fair value.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 123
OTHER INFORMATION<br />
52 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />
Operational lease as lessee<br />
Payments due under non-cancellable operational lease agreements are as follows:<br />
124 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Less than 1 year 5.4 4.7<br />
Between two and five years 14.5 10.7<br />
More than five years 8.6 15.6<br />
28.5 31.0<br />
The Group leases buildings, plant, vehicles and office equipment under operational leases. The leased buildings<br />
have a term of 10 to 15 years. Lease payments are indexed annually. None of the lease agreements include<br />
conditional lease payments. In principle the Group does not act as a lessor. The term of the other lease agreements<br />
is a maximum of five years.<br />
53 INVESTMENT LIABILITIES<br />
In <strong>2008</strong> the Group entered into contractual liabilities for the purchase of tangible fixed assets. The amount of<br />
the liabilities as at 31 December <strong>2008</strong>, after deduction of advance payments already made during the financial<br />
year, is € 7.1 million (2007: € 24.9 million).<br />
54 CONTINGENT LIABILITIES<br />
The Group has received claims for damages arising from the conduct of business. With the exception of those<br />
stated below, the claims are not deemed to be substantial and provisions have been recognised to the extent<br />
necessary.<br />
A claim for damages has been made against Royal Ten Cate by United Fabrics nv, a company registered in the<br />
Netherlands Antilles (majority shareholder in Textielgroep Twenthe nv). The claim is based on an outsourcing<br />
and management agreement from 1998 and originally amounted to € 56 million. On 24 May 2002 the district<br />
court of Almelo dismissed the claim in its entirety. In a judgment on 10 February 2004 the court of appeal of<br />
Arnhem dismissed the claim in respect of the outsourcing agreement and referred the claim in respect of the<br />
management agreement back to the plaintiff, requiring the latter to substantiate its loss before the court.<br />
On 10 May 2004 both Royal Ten Cate and the receiver of United Fabrics lodged appeals in cassation against<br />
the appeal court’s judgment. The Supreme Court issued a ruling on 7 April 2006 upholding the appeal court’s<br />
judgment. The claim in respect of the outsourcing agreement has thus permanently lapsed. There remains<br />
the possibility of a damages assessment procedure with regard to the management agreement, which Royal<br />
Ten Cate views with confidence. As at the end of <strong>2008</strong>, United fabrics had not commenced any damages<br />
assessment procedure.
55 POST BALANCE SHEET EVENTS<br />
A commentary on events subsequent to the balance sheet date can be found on page 138.<br />
56 RELATED PARTIES<br />
56.1 Identity of related parties<br />
Related parties concern relationships between the Group and its operating companies, other associated companies,<br />
joint ventures, the <strong>TenCate</strong> pension fund and the executive and supervisory directors.<br />
56.2 Directors’ remuneration<br />
The remuneration of the members of the Executive Board was as follows:<br />
L. de Vries J. Wegstapel<br />
1<br />
P.H. van der Vorm<br />
2<br />
in thousands of euros <strong>2008</strong> 2007 <strong>2008</strong> 2007 <strong>2008</strong> 2007<br />
Periodic remuneration 507 461 358 259 – 57<br />
Results-related pay 254 231 85 – – –<br />
Pension costs 281 413 68 40 – –<br />
1,042 1,105 511 299 – 57<br />
1<br />
2<br />
As at 29 March 2007.<br />
Up to and including 29 March 2007.<br />
In addition to the above pension costs, costs of € 110,000 were incurred in 2007 for repairs in respect of the<br />
Early Retirement (Pre-pension and Life Course Savings) Act. As at 31 December <strong>2008</strong> Mr De Vries held 129,084<br />
shares in the company (31 December 2007: 124,928 shares). Mr Wegstapel holds no shares in the company.<br />
Messrs De Vries and Wegstapel are participating in the Group’s share option plan. See also note 67.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 125
OTHER INFORMATION<br />
The remuneration of the members of the Supervisory Board was as follows:<br />
in euros<br />
126 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
A.W. Veenman – Chairman1,2 (to 3 April <strong>2008</strong>) 13,324 38,154<br />
J.C.M. Hovers – Chairman1,2 (from 3 April <strong>2008</strong>) 39,972 –<br />
P.P.A.I. Deiters – Vice-Chairman1 30,492 29,343<br />
F.A. van Vught2,* 25,008 23,532<br />
E. ten Cate1,* 25,008 23,532<br />
C.W. Versteeg (to 31 March <strong>2008</strong>) 5,253 20,535<br />
1 Member of the Financial Committee.<br />
2 Member of the combined Remuneration, Selection and Appointments Committee.<br />
*<br />
Chairman.<br />
139,057 135,096<br />
The members of the Supervisory Board held no shares or option rights of Royal Ten Cate at the end of <strong>2008</strong>.<br />
56.3 Transactions with other associated companies and joint ventures<br />
During the <strong>2008</strong> financial year, other (non-consolidated) associated companies and joint ventures purchased<br />
goods from the Group amounting to € 25.7 million. As at 31 December <strong>2008</strong>, the outstanding trade receivables<br />
due to the Group from other associated companies amounted to € 13.4 million and from joint ventures<br />
€ 1.3 million. The Group has no trade accounts payable to other associated companies and joint ventures.<br />
Transactions with other associated companies and joint ventures take place on an objective, business basis.<br />
56.4 Operating companies<br />
A list of (significant) subsidiaries and companies can be found inside the back cover of this report.
57 ESTIMATES AND JUDGMENTS FORMED BY THE MANAGEMENT<br />
The Executive Board has conducted discussions with the Financial Committee on the critical principles for the<br />
financial reporting and estimates, as well as the application of such principles and estimates.<br />
With regard to the pensions, the main actuarial assumptions are stated in note 49. With regard to guarantees<br />
and claims, provisions have been formed whenever there is an actual liability or it is likely that an outflow<br />
of funds will be necessary. The result of this is stated in note 50.<br />
With regard to impairments in the case of loss-making companies, an examination has been carried out to<br />
determine whether the realisable value of any cash generating unit was lower than the book value. This was<br />
not the case in <strong>2008</strong>.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 127
Company financial statements<br />
58 COMPANY PROFIT AND LOSS ACCOUNT note <strong>2008</strong> 2007<br />
In millions of euros<br />
Result from associated companies after tax 60 65.6 46.6<br />
Other results after tax – 14.5 – 0.2<br />
NET INCOME 51.1 46.4<br />
59 COMPANY BALANCE SHEET note <strong>2008</strong> 2007<br />
In millions of euros<br />
FINANCIAL FIXED ASSETS 60<br />
Interests in operating companies 641.3 336.1<br />
Other participating interests – 1.3<br />
Loans to operating companies 75.4 210.3<br />
Deferred profit tax assets 2.3 3.7<br />
719.0 551.4<br />
CURRENT ASSETS<br />
Due from operating companies 0.8 2.1<br />
Profit tax receivable 1.5 –<br />
Other receivables 1.7 3.2<br />
Cash and cash equivalents 0.8 –<br />
128 Royal Ten Cate Annual Report <strong>2008</strong><br />
4.8 5.3<br />
TOTAL ASSETS 723.8 556.7<br />
EQUITY<br />
Share capital 62 59.9 58.9<br />
Share premium reserve 64 49.7 50.7<br />
Statutory reserve 65 – 5.9 – 19.5<br />
Other reserves 66 212.1 173.6<br />
Undistributed Result 51.1 46.4<br />
366.9 310.1<br />
PROVISIONS 68 1.6 3.3<br />
LONG-TERM LIABILITIES 69 305.6 223.3<br />
SHORT-TERM LIABILITIES 70 49.7 20.0<br />
TOTAL EQUITY AND LIABILITIES 723.8 556.7
Notes to the company financial statements<br />
General<br />
Accounting principles<br />
In determining the accounting principles for its parent company financial statements, Royal Ten Cate uses the<br />
option available under article 2.362 paragraph 8 of the Netherlands Civil Code. This means that the accounting<br />
principles for the parent company financial statements of Royal Ten Cate are the same as those applying to the<br />
consolidated financial statements. Associated companies over which significant influence is exercised are valued<br />
in accordance with the equity method. The consolidated financial statements have been prepared in accordance<br />
with the standards set by the International Accounting Standards Board and adopted by the European<br />
Union. A description of these standards can be found in the accounting policies applicable to the consolidated<br />
financial statements.<br />
The share in the results of associated companies includes the share of Royal Ten Cate in the results of these<br />
companies. Results from transactions involving a transfer of assets and liabilities between Royal Ten Cate and<br />
its associated companies and between individual associated companies are not included to the extent that they<br />
can be considered to be unrealised.<br />
60 FINANCIAL FIXED ASSETS<br />
Interest in<br />
operating<br />
companies<br />
Other<br />
participating<br />
interests<br />
Loans to<br />
operating<br />
companies<br />
Deferred<br />
profit tax<br />
assets Total<br />
Balance as at 1 January 336.1 1.3 210.3 3.7 551.4<br />
Capital contributions 54.2 54.2<br />
Internal restructurings 204.5 – 1.3 203.2<br />
Translation differences 12.2 6.3 18.5<br />
Loans granted 164.5 164.5<br />
Repayment of loans – 305.7 – 305.7<br />
Result from associated companies 65.6 65.6<br />
Dividend of associated companies – 31.3 – 31.3<br />
Withdrawn from result – 1.4 – 1.4<br />
Balance as at 31 December 641.3 – 75.4 2.3 719.0<br />
Royal Ten Cate is at the head of the Group and has capital interests in the operating companies stated on<br />
the cover.<br />
A number of legal/financial restructurings took place in <strong>2008</strong>. A large proportion of the internal financing<br />
activities of Royal <strong>TenCate</strong> were placed with a newly formed financing company registered in Switzerland.<br />
61 EQUITY<br />
The equity in the parent company financial statements corresponds to the equity in the consolidated financial<br />
statements. A statement of changes in equity can be found on page 80.<br />
Royal Ten Cate Annual Report <strong>2008</strong> 129
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
62 CALLED AND PAID-UP CAPITAL <strong>2008</strong> 2007<br />
Authorised share capital 200.0 200.0<br />
Of which not issued 140.1 141.1<br />
130 Royal Ten Cate Annual Report <strong>2008</strong><br />
59.9 58.9<br />
63 ORDINARY SHARES <strong>2008</strong> 2007<br />
The authorised share capital consists of:<br />
80,000,000 ordinary shares of € 2.50 200.0 200.0<br />
Issued share capital<br />
Balance as at 1 January <strong>2008</strong> 2007<br />
Ordinary shares 23,556,158 and 21,063,292 58.9 52.7<br />
Issued shares 0 and 2,106,329 – 5.3<br />
Issued stock dividend 410,743 and 386,537 1.0 0.9<br />
Balance as at 31 December 59.9 58.9<br />
64 SHARE PREMIUM RESERVE <strong>2008</strong> 2007<br />
Balance as at 1 January 50.7 6.3<br />
Premium on issued shares – 45.3<br />
Issued stock dividend – 1.0 – 0.9<br />
Balance as at 31 December 49.7 50.7<br />
The share premium reserve is available for distribution to shareholders.
65 STATUTORY RESERVE <strong>2008</strong> 2007<br />
65.1 Retained earnings of associated companies<br />
Balance as at 1 January 1.3 –<br />
Added from appropriation of profit in respect of <strong>2008</strong> and 2007 1.4 1.3<br />
Balance as at 31 December 2.7 1.3<br />
This reserve has been created for associated companies and joint ventures where free disposal of retained<br />
earnings is subject to restriction.<br />
65.2 Translation differences <strong>2008</strong> 2007<br />
Balance as at 1 January – 20.8 – 2.0<br />
Change 12.2 – 18.8<br />
Balance as at 31 December – 8.6 – 20.8<br />
Balance of statutory reserve as at 31 December – 5.9 – 19.5<br />
66 OTHER RESERVES <strong>2008</strong> 2007<br />
Balance as at 1 January 173.6 105.7<br />
Added from 2007 and 2006 result 36.4 70.0<br />
Repurchase of own shares for share savings plan/option plan – – 4.2<br />
Share and option schemes 1.7 1.1<br />
Issue of repurchased shares for share savings plan/option plan 0.4 1.0<br />
Balance as at 31 December 212.1 173.6<br />
67 OPTION PLAN<br />
Royal Ten Cate operates a stock option plan for the management, established by the Supervisory Board.<br />
The maximum possible account has been taken of the recommendations of VNO-NCW and the Dutch Investors’<br />
Association (VEB). Those eligible for options are members of the Executive Board, the corporate and group<br />
directors and a number of managers. The implementation of the share option plan is supervised by the compliance<br />
officer.<br />
The options are granted on a conditional basis. If after three years a specified performance level has been<br />
attained, the options confer the right to acquire a € 2.50 ordinary share at the option exercise price.<br />
The performance condition is that the earnings per share over the previous three years must have increased<br />
at least by a percentage equal to inflation plus 3% per year. The term of the options was extended in <strong>2008</strong>;<br />
the exercise period of the vested options is now between the third and the eighth year after the conditional<br />
granting of the option rights (previously between the third and sixth years). The exercise price is equivalent<br />
to the average price of the Royal Ten Cate share on NYSE Euronext Amsterdam nv on the five stock exchange<br />
Royal Ten Cate Annual Report <strong>2008</strong> 131
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
trading days following publication of the annual figures. Each granted option right lapses on termination<br />
of employment.<br />
In principle options amounting to approximately 1.5% of the total number of shares outstanding will be granted<br />
in any one year. The exercise of options is subject to the restrictions laid down in the Securities Transactions<br />
Supervision Act.<br />
67.1 Granting of options in 2009<br />
On 3 March 2009 the intention was to grant 275,750 conditional options at the average market price during the<br />
five stock exchange trading days following publication of the annual results on 4 March 2009. The distribution is<br />
as follows:<br />
03-03-2009 05-03-<strong>2008</strong><br />
Members of the Executive Board 100,000 92,000<br />
Management and management support staff 175,750 175,000<br />
275,750 267,000<br />
67.2 Statement of movements in options of the Executive Board in <strong>2008</strong><br />
Issued on Term until<br />
132 Royal Ten Cate Annual Report <strong>2008</strong><br />
Number of<br />
options Exercise price<br />
Exercised/<br />
lapsed to<br />
2007<br />
Exercised<br />
in <strong>2008</strong><br />
Lapsed<br />
in <strong>2008</strong><br />
Outstanding<br />
31-12-<strong>2008</strong><br />
Exercisable<br />
31-12-<strong>2008</strong><br />
27-02-2002 27-02-<strong>2008</strong> 40,000 6.42 40,000 – – – –<br />
25-02-2003 25-02-2011 40,000 6.18 40,000 – – – –<br />
25-02-2004 25-02-2012 40,000 10.29 – – – 40,000 40,000<br />
22-02-2005 22-02-2013 50,000 15.17 – – – 50,000 50,000<br />
01-03-2006 01-03-2014 60,000 23.63 – – – 60,000 –<br />
28-02-2007 28-02-2015 60,000 25.77 – – – 60,000 –<br />
05-03-<strong>2008</strong> 05-03-2016 92,000 22.50 – – – 92,000 –<br />
382,000 80,000 – – 302,000 90,000<br />
03-03-2009 03-03-2017 100,000<br />
The option series from 2002 to 2007 inclusive concern only Mr De Vries. The grant in <strong>2008</strong> concerns Mr De Vries<br />
(60,000 options) and Mr Wegstapel (32,000).
67.3 Statement of movements in options of management and management support staff in <strong>2008</strong><br />
Issued on Term until<br />
Number of<br />
options Exercise price<br />
Exercised/<br />
lapsed to<br />
2007<br />
Exercised<br />
in <strong>2008</strong><br />
Lapsed<br />
in <strong>2008</strong><br />
Outstanding<br />
31-12-<strong>2008</strong><br />
Exercisable<br />
31-12-<strong>2008</strong><br />
27-02-2002 27-02-<strong>2008</strong> 40,000 6.42 39,200 800 – – –<br />
25-02-2003 25-02-2011 48,200 6.18 42,400 2,200 – 3,600 3,600<br />
25-02-2004 25-02-2012 55,600 10.29 41,998 800 – 12,802 12,802<br />
22-02-2005 22-02-2013 102,400 15.17 10,400 21,000 – 71,000 71,000<br />
01-03-2006 01-03-2014 141,200 23.63 13,000 – 12,600 115,600 –<br />
28-02-2007 28-02-2015 145,000 25.77 4,000 – 5,000 136,000 –<br />
05-03-<strong>2008</strong> 05-03-2016 175,000 22.50 – – 6,500 168,500 –<br />
707,400 150,998 24,800 24,100 507,502 87,402<br />
03-03-2009 03-03-2017 175,750<br />
67.4 Complete statement of movements in options in <strong>2008</strong><br />
Issued on Term until<br />
Number of<br />
options Exercise price<br />
Exercised/<br />
lapsed to<br />
2007<br />
Exercised<br />
in <strong>2008</strong><br />
Lapsed<br />
in <strong>2008</strong><br />
Outstanding<br />
31-12-<strong>2008</strong><br />
Exercisable<br />
31-12-<strong>2008</strong><br />
27-02-2002 27-02-<strong>2008</strong> 80,000 6.42 79,200 800 – – –<br />
25-02-2003 25-02-2011 88,200 6.18 82,400 2,200 – 3,600 3,600<br />
25-02-2004 25-02-2012 95,600 10.29 41,998 800 – 52,802 52,802<br />
22-02-2005 22-02-2013 152,400 15.17 10,400 21,000 – 121,000 121,000<br />
01-03-2006 01-03-2014 201,200 23.63 13,000 – 12,600 175,600 –<br />
28-02-2007 28-02-2015 205,000 25.77 4,000 – 5,000 196,000 –<br />
05-03-<strong>2008</strong> 05-03-2016 267,000 22.50 – – 6,500 260,500 –<br />
1,089,400 230,998 24,800 24,100 809,502 177,402<br />
03-03-2009 03-03-2017 275,750<br />
The Group received € 345,534 for the 24,800 options which were exercised during the year. The weighted average<br />
exercise price was € 13.93 and the weighted average share price at sale was € 21.87.<br />
67.5 Share savings plan<br />
All employees in the Netherlands have been given the possibility of participating in the share savings plan.<br />
The maximum amount per participant in <strong>2008</strong> was € 1,226 (2007: € 1,226). 3,827 shares were saved through this<br />
plan in <strong>2008</strong> (2007: 3,274), as a result of which employees have saved a total of 52,055 shares since 2002<br />
(2007: 48,228). The Group has received € 91,806 (2007: € 95,744) for 3,827 (2007: 3,274) saved shares (average<br />
of € 23.99; 2007: € 29.24).<br />
Royal Ten Cate Annual Report <strong>2008</strong> 133
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
67.6 Repurchased shares<br />
In principle the company will repurchase shares in order to prevent any dilution of earnings<br />
per share caused by the granting of options.<br />
number of shares<br />
134 Royal Ten Cate Annual Report <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Number as at 1 January 555,874 508,946<br />
Repurchase of shares – 175,000<br />
Issued in respect of options – 24,800 – 124,798<br />
Issued in respect of share savings plan – 3,827 – 3,274<br />
Number as at 31 December 527,247 555,874<br />
68 PROVISIONS <strong>2008</strong> 2007<br />
Guarantees and claims 1.6 3.0<br />
Others – 0.3<br />
Balance of provisions as at 31 December 1.6 3.3<br />
The term of the provisions exceeds one year.<br />
69 LONG-TERM LIABILITIES <strong>2008</strong> 2007<br />
Syndicated loan 303.3 214.1<br />
Loans from operating companies 2.3 9.2<br />
Balance as at 31 December 305.6 223.3<br />
The conditions of the syndicated loan can be found in note 48 in the notes to the consolidated balance sheet.<br />
70 SHORT-TERM LIABILITIES <strong>2008</strong> 2007<br />
Cash loans, overdrafts 46.9 17.4<br />
Owed to consolidated operating companies 0.4 –<br />
Repayment of long-term debt 0.9 –<br />
Trade creditors and other payables 1.5 2.6<br />
Balance as at 31 December 49.7 20.0
71 AUDITOR’S FEES<br />
The following fees of KPMG Accountants N.V. and the other entities affiliated to the KPMG network have been<br />
charged to the Group, in accordance with article 382a Part 9 of Book 2 of the Netherlands Civil Code.<br />
Fees <strong>2008</strong> 2007<br />
in thousands of euros<br />
Examination of the financial statements 801 686<br />
Other audit assignments 280 249<br />
Other non-audit services 515 655<br />
Total <strong>2008</strong> 1,596 1,590<br />
72 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />
The company has issued a declaration of liability in accordance with article 403 of Book 2 of the Netherlands<br />
Civil Code on behalf of its Dutch operating companies.<br />
The company forms a tax group together with the majority of the Dutch operating companies for corporation<br />
and sales tax. Each of these operating companies is severally liable for the tax payable by all the companies<br />
included in the tax group.<br />
Almelo, 3 March 2009<br />
Executive Board<br />
L. de Vries, Chairman<br />
J. Wegstapel<br />
Supervisory Board<br />
J.C.M. Hovers, Chairman<br />
P.P.A.I. Deiters, Vice-Chairman<br />
F.A. van Vught<br />
E. ten Cate<br />
Royal Ten Cate Annual Report <strong>2008</strong> 135
Other information<br />
To the General Meeting of Shareholders of Royal Ten Cate<br />
AUDITOR’S REPORT<br />
Report on the financial statements<br />
We have audited the <strong>2008</strong> financial statements of Royal Ten Cate of Almelo as set out on pages 73 to 135 of<br />
this report. The financial statements consist of the consolidated financial statements and the company financial<br />
statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December<br />
<strong>2008</strong>, the profit and loss account, statement of changes in equity and cash flow statement for the year then<br />
ended, and a summary of significant accounting policies and other explanatory notes. The company financial<br />
statements comprise the company balance sheet as at 31 December <strong>2008</strong>, the company profit and loss account<br />
for the year then ended and the notes.<br />
Management’s responsibility<br />
Management is responsible for the preparation and fair presentation of the financial statements in accordance<br />
with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of<br />
the Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9<br />
of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining<br />
internal control relevant to the preparation and fair presentation of the financial statements that are free from<br />
material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies;<br />
and making accounting estimates that are reasonable in the circumstances.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our<br />
audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and<br />
perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but<br />
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />
made by management, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
136 Royal Ten Cate Annual Report <strong>2008</strong>
Opinion with respect to the consolidated financial statements<br />
In our opinion, the consolidated financial statements give a true and fair view of the financial position of Royal<br />
Ten Cate as at 31 December <strong>2008</strong>, and of its result and its cash flow for the year then ended in accordance with<br />
International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of<br />
the Netherlands Civil Code.<br />
Opinion with respect to the company financial statements<br />
In our opinion, the company financial statements give a true and fair view of the financial position of Royal Ten<br />
Cate as at 31 December <strong>2008</strong>, and of its result for the year then ended in accordance with Part 9 of Book 2 of<br />
the Netherlands Civil Code.<br />
Report on other legal and regulatory requirements<br />
Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the<br />
extent of our competence, that the management board report is consistent with the financial statements as<br />
required by 2:391 sub 4 of the Netherlands Civil Code.<br />
Enschede, 3 March 2009<br />
KPMG ACCOUNTANTS N.V.<br />
A.J.M. Oude Weernink RA<br />
Royal Ten Cate Annual Report <strong>2008</strong> 137
OTHER INFORMATION<br />
POST BALANCE SHEET EVENTS<br />
Acquisition of minority interest in TigerTurf<br />
In the first quarter of 2009 it was announced that imminent agreement was expected on the acquisition of a<br />
minority interest in TigerTurf, a leading company in the international synthetic turf market operating principally<br />
in Australia and New Zealand. The company markets concepts for various sport and landscape applications.<br />
Annual revenues are approximately € 50 million.<br />
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO APPROPRIATION OF PROFIT<br />
(Article 27)<br />
General<br />
The authorised capital is divided into ordinary shares.<br />
Summary of the provisions of the articles of association<br />
1. Profit distributions may only take place to the extent that the equity of the company exceeds the paid and<br />
called-up part of the issued capital plus the reserves which must be held by law.<br />
2. With the approval of the Supervisory Board, the Executive Board is authorised to determine the part of the<br />
profit that will be reserved.<br />
3. The sum remaining from the profit after the reservation in accordance with paragraph 2 is at the disposal of<br />
the general meeting of shareholders.<br />
4. Shares held by the company in its own capital are not taken into account in calculating the appropriation of<br />
profit.<br />
5. The dividend payable shall be made payable no later than 30 days after adoption of the financial statements<br />
by the general meeting of shareholders. It shall be made payable only to the authorised persons in whose<br />
name the shares are held. Such payments shall discharge the company.<br />
6. A shareholder’s claim for payment shall be time-barred after a period of five years has elapsed.<br />
138 Royal Ten Cate Annual Report <strong>2008</strong>
PROPOSED APPROPRIATION OF PROFIT<br />
in millions of euros <strong>2008</strong> 2007<br />
Net income 51.1 46.4<br />
Added to other reserves in accordance with article 27, paragraph 4 of the articles of association – 29.5 – 26.5<br />
21.6 19.9<br />
Net addition to the reserve for retained earnings of associated companies – 1.4 – 1.4<br />
20.2 18.5<br />
Undistributed dividend balance from previous year 0.2 0.5<br />
Payment of € 0.85 and € 0.80 dividend to holders of ordinary shares in accordance with article 27<br />
20.4 19.0<br />
paragraph 3 of the articles of association – 20.4 – 18.8<br />
Undistributed dividend balance at year end, which is transferred to the relevant account 0.0 0.2<br />
Royal Ten Cate Annual Report <strong>2008</strong> 139
Ten-year summary<br />
In millions of euros, unless stated otherwise<br />
140 Royal Ten Cate Annual Report <strong>2008</strong><br />
Figures based on IFRS Figures based on Dutch GAAP<br />
<strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />
CONSOLIDATED PROFIT<br />
AND LOSS ACCOUNT<br />
Revenues<br />
Changes in inventories of finished products and<br />
1,032.6 886.0 770.5 686.5 641.0 569.6 602.1 620.0 620.2 665.5<br />
work in progress – 18.0 – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4 6.0 – 3.2 9.6<br />
Raw materials and manufacturing supplies 562.0 463.6 402.2 353.8 332.1 280.7 289.9 297.2 294.4 279.8<br />
Work contracted out and other external expenses 60.7 54.9 34.7 29.3 29.5 28.8 36.4 37.9 36.3 48.6<br />
Personnel costs 190.3 178.3 171.2 161.6 159.7 142.9 151.3 159.1 160.2 165.5<br />
Other operating costs 111.5 98.8 94.0 83.5 78.5 71.5 79.0 78.9 74.7 91.0<br />
Depreciation and impairment 30.7 29.1 22.1 18.6 18.9 18.5 22.9 25.0 25.2 30.1<br />
EBITA 95.4 73.0 51.1 39.2 34.9 29.8 25.0 15.9 32.6 40.9<br />
Amortisation 11.6 3.6 1.0 0.7 0.3 1.1 1.1 1.0 – –<br />
OPERATING RESULT (EBIT) 83.8 69.4 50.1 38.5 34.6 28.7 23.9 14.9 32.6 40.9<br />
Net financial expenses – 13.7 – 11.3 – 8.0 – 4.6 – 6.8 – 7.0 – 12.0 – 12.9 – 10.6 – 10.2<br />
PRE-TAX INCOME 70.1 58.1 42.1 33.9 27.8 21.7 11.9 2.0 22.0 30.7<br />
Profit tax<br />
RESULT AFTER TAX BUT BEFORE RESULT<br />
FROM PARTICIPATING INTERESTS AND<br />
– 19.1 – 11.9 – 11.4 – 11.5 – 9.2 – 5.3 1.7 0.7 – 3.3 – 9.0<br />
RESULT FROM DIVESTED ACTIVITIES<br />
Share in net income of associated companies<br />
51.0 46.2 30.7 22.4 18.6 16.4 13.6 2.7 18.7 21.7<br />
and result from divested activities<br />
RESULT AFTER TAX BEFORE<br />
– 0.3 45.4 8.1 5.1 3.9 5.4 3.5 5.5 – 0.1<br />
EXTRAORDINARY ITEMS 51.0 46.5 76.1 30.5 23.7 20.3 19.0 6.2 24.2 21.6<br />
Extraordinary items after tax – – – – – – 12.3 – 12.0 – –<br />
RESULT AFTER TAX 51.0 46.5 76.1 30.5 23.7 20.3 31.3 – 5.8 24.2 21.6<br />
Minority interests 0.1 – 0.1 – 0.1 – – 0.1 – – 0.2 0.1 – –<br />
NET INCOME 51.1 46.4 76.0 30.5 23.6 20.3 31.1 – 5.7 24.2 21.6<br />
Dividend 20.4 18.8 16.2 12.5 10.2 8.5 7.7 2.4 9.8 8.6<br />
EBITA in % of revenues 9.2% 8.2% 6.6% 5.7% 5.4% 5.2% 4.2% 2.6% 5.3% 6.1%<br />
Cash earnings 62.7 46.6<br />
Return on average net capital employed 13.4% 13.1% 14.4% 15.3% 13.5% 11.7% 9.7% 5.9% 13.6% 13.5%
In millions of euros, unless stated otherwise<br />
CONSOLIDATED BALANCE SHEET<br />
Figures based on IFRS Figures based on Dutch GAAP<br />
<strong>2008</strong> 2007 2006 2005 2004 2003 2002 2001 2000 1999<br />
Intangible fixed assets 212.1 136.8 12.4 13.8 12.1 10.6 12.8 14.7 – –<br />
Tangible fixed assets 247.4 218.1 165.8 161.4 118.8 118.1 130.5 154.3 151.5 143.6<br />
Financial fixed assets 25.1 19.8 18.3 35.2 19.9 11.4 9.2 5.6 7.5 3.4<br />
Total fixed assets 484.6 374.7 196.5 210.4 150.8 140.1 152.5 174.6 159.0 147.0<br />
Inventories 211.5 176.2 157.7 157.5 138.6 110.0 117.4 124.6 134.6 112.0<br />
Receivables 187.7 166.2 128.2 125.0 98.8 91.7 89.8 109.7 107.0 96.2<br />
Securities and cash 5.4 4.8 6.7 4.6 2.7 5.8 2.9 0.1 0.4 0.4<br />
Total current assets 404.6 347.2 292.6 287.1 240.1 207.5 210.1 234.4 242.0 208.6<br />
TOTAL ASSETS 889.2 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6<br />
Equity * 366.9 310.1 238.7 181.8 146.5 162.0 152.9 129.5 140.6 130.5<br />
Minority interests 5.1 0.3 0.2 – 0.1 0.1 0.2 0.1 0.4 0.1<br />
Group equity 372.0 310.4 238.9 181.8 146.6 162.1 153.1 129.6 141.0 130.6<br />
Provisions 43.5 40.8 43.8 56.1 52.1 15.6 15.1 14.4 11.2 11.3<br />
Long-term debts 316.2 222.3 63.5 130.2 74.1 82.9 107.0 77.7 83.1 92.6<br />
Banks and short term loans 20.3 12.9 30.4 27.1 24.6 13.9 8.9 99.7 67.4 25.1<br />
Other short-term debts 137.2 135.5 112.5 102.3 93.5 73.1 78.5 87.6 98.3 96.0<br />
TOTAL LIABILITIES 889.2 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6<br />
*<br />
With effect from 2003 equity before appropriation of profit.<br />
Group capital/total capital 42% 43% 49% 37% 38% 47% 42% 32% 35% 37%<br />
Acquisitions /(de)consolidations<br />
Investments in tangible and intangible fixed<br />
88.1 175.1 – 63.0 40.8 29.2 0.3 1.4 23.6 14.8 34.6<br />
assets 48.0 62.9 43.0 26.2 12.0 16.9 17.0 28.5 29.5 33.7<br />
Depreciation and amortisation 42.3 32.7 23.1 19.3 19.2 19.6 24.0 26.0 25.2 30.1<br />
Number of staff years at year-end 4,437 4,020 3,532 3,578 3,634 3,245 3,278 3,625 3,585 3,970<br />
Number of shares outstanding at year-end<br />
(x 1,000) 23,967 23,556 21,063 20,784 20,472 20,096 19,192 18,872 18,872 18,092<br />
Net earnings per € 2.50 share 2.18 2.04 3.66 1.48 1.17 1.03 1.63 – 0.31 1.30 1.20<br />
Cash earnings per share 2.68 2.04<br />
Dividend per share in euro 0.85 0.80 0.70 0.60 0.50 0.43 0.40 0.13 0.52 0.48<br />
Closing price in euro 16.05 21.27 23.21 21.50 13.55 9.02 6.25 6.50 8.23 9.38<br />
Royal Ten Cate Annual Report <strong>2008</strong> 141
OPERATING COMPANIES, ASSOCIATED<br />
COMPANIES AND OTHER INTERESTS<br />
as at 31 December <strong>2008</strong><br />
ADVANCED TEXTILES & COMPOSITES<br />
Ten Cate Advanced Textiles bv Nijverdal, Netherlands<br />
Group activities of the <strong>TenCate</strong> Advanced Textiles group in the Netherlands<br />
Ten Cate Protect bv Nijverdal, Netherlands<br />
Ten Cate Protective Fabrics USA inc Union City, Georgia, USA<br />
Fabrics for protective clothing and professional wear<br />
Ten Cate Technical Fabrics bv Nijverdal, Netherlands<br />
Fabrics for outdoor applications<br />
Ten Cate Advanced Spinning bv Nijverdal, Netherlands<br />
Specialist yarns and fabrics for protective clothing and outdoor applications<br />
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand<br />
(50.65%) (from 16 August <strong>2008</strong>)<br />
Fabrics for protective clothing<br />
Ten Cate Permess Interlinings Hong Kong ltd Hong Kong, China<br />
Ten Cate Permess (Wuxi) Advanced Textiles co ltd<br />
Production and sale of interlinings<br />
Xishan, China<br />
Ten Cate Advanced Composites bv Nijverdal, Netherlands<br />
Advanced composites for the aircraft industry and antiballistic applications<br />
Ten Cate Advanced Armour S.A.S. Vienne, France<br />
Ten Cate Advanced Armour Danmark A/S Vissenbjerg, Denmark<br />
Advanced ceramics and composites for antiballistic applications<br />
Ten Cate Advanced Composites USA inc Morgan Hill, California, USA<br />
Phoenixx TPC inc Taunton, Massachusetts, USA<br />
Advanced composites for aerospace and industrial applications<br />
Composix Co. (from 30 January <strong>2008</strong>) Newark, Ohio, USA<br />
Advanced composites for vehicle armour<br />
YLA inc (from 12 March <strong>2008</strong>) Benicia, California, USA<br />
CCS Composites inc (from 12 March <strong>2008</strong>) Benicia, California, USA<br />
Advanced composites for aerospace and industrial applications<br />
GEOSYNTHETICS & GRASS<br />
Ten Cate Geosynthetics North America inc Atlanta, Georgia, USA<br />
Ten Cate Geosynthetics Austria GmbH Linz, Austria<br />
Ten Cate Geosynthetics France S.A.S. Bezons, France<br />
Ten Cate Geosynthetics Netherlands bv Almelo, Netherlands<br />
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia<br />
<strong>TenCate</strong> Industrial Zhuhai co ltd Zhuhai, China<br />
Geofabrics Australasia pty ltd (50%)<br />
Geosynthetics and industrial fabrics<br />
Cheltenham, Australia<br />
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur, Malaysia<br />
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand<br />
Ten Cate Geosynthetics pte ltd Singapore<br />
Ten Cate Geosynthetics Italia srl Lazzata, Italy<br />
Ten Cate Geosynthetics (UK) ltd Telford, United Kingdom<br />
Ten Cate Geosynthetics sl Madrid, Spain<br />
Ten Cate Geosynthetics Schweiz AG Zürich, Switzerland<br />
Ten Cate Deutschland GmbH Dietzenbach, Germany<br />
Ten Cate Geosynthetics Polska Spzoo Krakow, Poland<br />
Ten Cate Geosynthetics CZ sro Prague, Czech Republic<br />
Ten Cate Geosynthetics Rumania<br />
Sales offi ces<br />
Bucharest, Romania<br />
Ten Cate Thiolon bv Nijverdal, Netherlands<br />
Ten Cate Thiolon North America inc Dayton, Tennessee, USA<br />
Ten Cate Thiolon Middle East (49%) 1) Synthetic turf components and systems<br />
Dubai, UAE<br />
Ten Cate Thiobac bv Nijverdal, Netherlands<br />
Backing for synthetic turf systems<br />
Edel Grass bv (50%) (from 14 May <strong>2008</strong>) Genemuiden, Netherlands<br />
Marketing and installation of synthetic turf systems<br />
TECHNOLOGIES<br />
Xennia Technology ltd (75%) Letchworth, United Kingdom<br />
(from 14 March <strong>2008</strong>)<br />
Specialist inkjet technology for industrial applications<br />
1) Due to legislation in Dubai, 51% is held by a local partner.<br />
Royal Ten Cate has 100% economic ownership.
TECHNICAL COMPONENTS<br />
Ten Cate Enbi International bv Beek, Netherlands<br />
<strong>TenCate</strong> Enbi group holding company<br />
Ten Cate Enbi GmbH Opladen, Germany<br />
Ten Cate Enbi Kft Rétság, Hungary<br />
Ten Cate Enbi inc Shelbyville, Indiana, USA<br />
Ten Cate Enbi pte ltd Singapore<br />
Ten Cate Enbi Zhuhai co ltd Zhuhai, China<br />
Technical rollers and components for printers, copiers, fax machines, postal<br />
sorting machines, automated teller machines, insulation and heating systems<br />
OTHERS<br />
Ten Cate Assurantiën bv Almelo, Netherlands<br />
Insurance<br />
Ten Cate Nederland bv Almelo, Netherlands<br />
Royal Ten Cate USA inc Atlanta, Georgia, USA<br />
Ten Cate UK ltd London, United Kingdom<br />
Ten Cate France S.A.S. Paris, France<br />
Ten Cate Deutschland GmbH Opladen, Germany<br />
Ten Cate Danmark A/S Copenhagen, Denmark<br />
Royal Ten Cate Pacifi c ltd Hong Kong, China<br />
Royal Ten Cate China Holding ltd<br />
Country holding companies<br />
Hong Kong, China<br />
Ten Cate Finance AG Schaffhausen, Switzerland<br />
Financing company<br />
The operating companies listed here are consolidated in the financial statements, with the exception<br />
of the companies shown as non-consolidated. Some interests of minor relevance to the overall<br />
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2<br />
of the Netherlands Civil Code. The companies are wholly owned unless stated otherwise.<br />
NON-CONSOLIDATED COMPANIES<br />
GreenFields bv (20%) Kampen, Netherlands<br />
Marketing organisation for synthetic turf systems<br />
Landscape Solutions bv (20%) Goirle, Netherlands<br />
Synthetic turf for landscaping<br />
Performance Fabrics and Fibers LLC (16%) Andrews,<br />
(from 16 January <strong>2008</strong>)<br />
Non-wovens for industrial applications<br />
South Carolina, USA<br />
Royal Ten Cate Annual Report <strong>2008</strong>
Colophon<br />
Text<br />
Royal Ten Cate<br />
Translation<br />
VVH business translations, Utrecht (NL)<br />
Concept and realisation<br />
C&F Report Amsterdam B.V.<br />
Photography<br />
Picture Report, Amsterdam<br />
Haverkort fotografie, Enschede<br />
Royal Ten Cate<br />
Operating companies, associated companies and other interests<br />
Number of copies printed<br />
3,000
Royal Ten Cate<br />
investor relations & corporate development<br />
F.R. Spaan, director<br />
royal@tencate.com<br />
Stationsstraat 11<br />
7607 GX Almelo, The Netherlands<br />
P.O. Box 58<br />
7600 GD Almelo, The Netherlands<br />
Telephone +31 (0)546 544 338<br />
Fax +31 (0)546 824 655<br />
www.tencate.com