Connected through the value proposition - TenCate
Connected through the value proposition - TenCate
Connected through the value proposition - TenCate
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Royal Ten Cate<br />
Annual Report 2011<br />
<strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
MATERIALS THAT MAKE A DIFFERENCE<br />
<strong>TenCate</strong> materials are at <strong>the</strong> cutting<br />
edge of textile, chemical and material<br />
techno logies.<br />
The strategy is characterised by <strong>value</strong> chain management.<br />
This business model implemented by <strong>TenCate</strong> is built on<br />
<strong>the</strong> four cornerstones of end-user marketing, product<br />
differentiation, technological innovation and cost<br />
leadership. The challenge lies in striking an optimum<br />
balance between <strong>the</strong>se four cornerstones.<br />
Thermoplastic composite<br />
The automotive industry is increasingly interested in using<br />
<strong>the</strong>rmoplastic composites from <strong>the</strong> <strong>TenCate</strong> Cetex ® product<br />
portfolio of <strong>TenCate</strong> Advanced Composites in cars. <strong>TenCate</strong><br />
Cetex ® is:<br />
• Strong and impact-resistant: contributes to safety<br />
• Lightweight: saves fuel<br />
• Mouldable: readily processable<br />
• Reusable and recyclable: sustainable<br />
<strong>TenCate</strong> focuses on added-<strong>value</strong> solutions<br />
to meet critical end-user requirements.<br />
Our customers make a difference with our<br />
materials and systems.<br />
<strong>TenCate</strong> addresses market trends<br />
based on <strong>the</strong> global <strong>the</strong>mes of safety, protection<br />
and sustainability. This generates<br />
long-term growth for <strong>the</strong> company.<br />
Commercial overview and profile
COMMERCIAL OVERVIEW<br />
As at 1 January 2012<br />
The <strong>TenCate</strong> sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,<br />
production, end-user marketing and sales.<br />
An overview of <strong>the</strong> legal entities which make up <strong>the</strong> company can be found on <strong>the</strong> inside back cover.<br />
ADVANCED TEXTILES & COMPOSITES SECTOR<br />
PROTECTIVE FABRICS<br />
Protective and safety fabrics and<br />
multi-risk solutions for industry,<br />
services, firefighting and defence<br />
GEOSYNTHETICS & GRASS SECTOR<br />
Royal Ten Cate Annual Report 2011<br />
OUTDOOR FABRICS<br />
Protective fabrics for outdoor<br />
applications<br />
◾ <strong>TenCate</strong> Protective Fabrics ◾ <strong>TenCate</strong> Outdoor Fabrics<br />
Americas<br />
Europe<br />
◾ <strong>TenCate</strong> Protective Fabrics EMEA<br />
◾ <strong>TenCate</strong> Protective Fabrics Asia<br />
GEOSYNTHETICS<br />
Syn<strong>the</strong>tic fabrics, non-wovens and<br />
grids for solutions and applications<br />
in infrastructure, civil engineering,<br />
water management, <strong>the</strong> environmental<br />
sector, agriculture and<br />
horticulture<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />
Americas<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics EMEA<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics Asia<br />
OTHER ACTIVITIES SECTOR<br />
INKJET TECHNOLOGY<br />
Specialist inkjet technology for<br />
industrial production processes<br />
◾ Xennia Technology<br />
GRASS<br />
Syn<strong>the</strong>tic turf components and integrated<br />
syn<strong>the</strong>tic turf systems for<br />
top-flight sports, recreation and<br />
landscape projects<br />
Upstream<br />
◾ <strong>TenCate</strong> Grass Americas<br />
◾ <strong>TenCate</strong> Grass EMEA<br />
◾ <strong>TenCate</strong> Grass Asia<br />
TECHNICAL COMPONENTS<br />
Technical rollers and components,<br />
particularly for printers, copiers, fax<br />
machines, postal sorting machines<br />
and ATMs<br />
◾ <strong>TenCate</strong> Enbi North America<br />
◾ <strong>TenCate</strong> Enbi EMEA<br />
◾ <strong>TenCate</strong> Enbi Asia<br />
SPACE & AEROSPACE COMPOSITES<br />
Advanced composites, compounds and<br />
systems for <strong>the</strong> aerospace industry<br />
◾ <strong>TenCate</strong> Advanced Composites<br />
Americas<br />
◾ <strong>TenCate</strong> Advanced Composites<br />
EMEA<br />
Downstream<br />
◾ Edel Grass (50%)<br />
◾ GreenFields (90%)<br />
◾ TigerTurf (80%)<br />
◾ Hellas Construction (30%)<br />
HOLDING & SERVICES<br />
Holding company activities<br />
◾ Koninklijke Ten Cate nv<br />
INDUSTRIAL COMPOSITES<br />
Advanced composites, compounds<br />
and systems for industrial<br />
applications, including automotive,<br />
industrial components and energy<br />
extraction<br />
◾ <strong>TenCate</strong> Advanced Composites<br />
Americas<br />
◾ <strong>TenCate</strong> Advanced Composites<br />
EMEA
ADVANCED ARMOUR<br />
Advanced composites, ceramics and integrated<br />
systems for <strong>the</strong> active and passive protection of<br />
police, army, air force, navy and civilian service<br />
personnel, vehicles and vessels<br />
◾ <strong>TenCate</strong> Advanced Armour Americas<br />
◾ <strong>TenCate</strong> Advanced Armour EMEA<br />
◾ <strong>TenCate</strong> Advanced Armour Asia<br />
PROFILE<br />
Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />
company which combines textile technology<br />
with chemical processes in <strong>the</strong> development<br />
and production of functional materials.<br />
On this technological basis, <strong>TenCate</strong><br />
develops a range of applications (productmarket-technology<br />
combinations) aimed<br />
at growth markets.<br />
<strong>TenCate</strong> materials are mainly used for:<br />
◾ personal safety and protection of <strong>the</strong><br />
living and working environment;<br />
◾ modernisation of equipment used by<br />
armed forces, fire brigades and police;<br />
◾ aerospace (lower fuel costs due to<br />
lighter materials);<br />
◾ water management, infrastructure<br />
and environmental care;<br />
◾ industrial applications.<br />
<strong>TenCate</strong> selects market areas mainly on<br />
<strong>the</strong> basis of global trends, specifically in<br />
<strong>the</strong> safety/protection and sustainability/<br />
environmental fields. With regard to<br />
<strong>the</strong> characteristics of <strong>the</strong> materials<br />
(specifications), <strong>the</strong> markets are usually<br />
regulated by governments or agencies on<br />
<strong>the</strong> basis of legislation and regulations.<br />
<strong>TenCate</strong>’s direct customers are mainly<br />
public-sector bodies, system integrators,<br />
original equipment manufac turers and <strong>the</strong>ir<br />
direct suppliers.<br />
<strong>TenCate</strong> presents itself as a developer and<br />
producer of materials, modules and systems<br />
with distinctive characteristics.<br />
The company operates a <strong>value</strong>-chain model<br />
aimed at occupying distinctive positions<br />
by means of technological innovation, cost<br />
leadership, product differentiation and<br />
end-user marketing.<br />
<strong>TenCate</strong> develops solutions for end-users<br />
by operating in network structures, such<br />
as open innovation centres, partnerships<br />
and co-creation, and by making acquisitions<br />
in complementary fields (product-markettechnology<br />
combinations). The solutionfocused<br />
system approach plays a key role.<br />
The policy of <strong>value</strong>-chain control has<br />
enabled <strong>TenCate</strong> to secure leading<br />
positions in worldwide niche markets.<br />
<strong>TenCate</strong> employs around 4,350 people<br />
worldwide and strives to operate in an<br />
ethically and socially responsible way.<br />
<strong>TenCate</strong> encourages its employees to be<br />
enterprising, flexible and creative, <strong>the</strong>reby<br />
demonstrating its aim of achieving progress<br />
and sustainability for all stakeholders.
Annual report 2011<br />
Royal Ten Cate<br />
Commercial overview Inside cover<br />
Profile Inside cover<br />
Financial highlights 2<br />
<strong>TenCate</strong> in 2011 4<br />
<strong>TenCate</strong> technology overview 6<br />
Key developments in 2011 9<br />
Evaluation of 2011 action plans 10<br />
Vision, mission, strategy and objectives 12<br />
Foreword by <strong>the</strong> Chairman of <strong>the</strong> Executive Board 14<br />
The <strong>TenCate</strong> share 16<br />
Share listing 16<br />
Investor relations policy and communication 16<br />
Dividend policy and proposed dividend 16<br />
Disclosure of Major Holdings in Listed Companies Act 17<br />
Option plan 17<br />
Spread of shareholdings 17<br />
Theme: <strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong> 18<br />
Report of <strong>the</strong> Supervisory Board 20<br />
The Boards 22<br />
Report of <strong>the</strong> Executive Board 25<br />
Financial performance 28<br />
Activities by sector 33<br />
Post balance sheet events 58<br />
Outlook 59<br />
Actions for 2012 60<br />
Corporate information 61<br />
Corporate governance 61<br />
SWOT analysis 61<br />
Risk management 62<br />
Human resources management 66<br />
Corporate information technology 69<br />
Corporate intellectual property 69<br />
Corporate social responsibility 70<br />
Statement by <strong>the</strong> Executive Board 75<br />
Financial statements 2011 76<br />
O<strong>the</strong>r information 133<br />
Ten-year summary 135<br />
Operating companies, associated companies<br />
and o<strong>the</strong>r interests Inside cover<br />
Colophon Outside cover
Financial highlights<br />
FINANCIAL HIGHLIGHTS<br />
Revenues<br />
€ 1,138.8 mln<br />
(+ 16%)<br />
EBITA<br />
€ 102.5 mln<br />
(+ 21%)<br />
Net result<br />
€ 58.7 mln<br />
(+ 28%)<br />
REVENUES BY SECTOR<br />
Advanced Textiles & Composites<br />
€ 538.4 mln<br />
(+ 20%)<br />
Geosyn<strong>the</strong>tics & Grass<br />
€ 525.9 mln<br />
(+ 12%)<br />
O<strong>the</strong>r activities<br />
€ 74.5 mln<br />
(+ 12%)<br />
2<br />
Royal Ten Cate<br />
1,200<br />
960<br />
720<br />
480<br />
240<br />
0<br />
125<br />
100<br />
75<br />
50<br />
25<br />
0<br />
75<br />
60<br />
45<br />
30<br />
15<br />
0<br />
600<br />
480<br />
360<br />
240<br />
120<br />
0<br />
600<br />
480<br />
360<br />
240<br />
120<br />
0<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
PER-SHARE DATA<br />
Net result *<br />
€ 2.31<br />
* Excluding income from sale<br />
of activities and exceptional items<br />
€ 0.95<br />
EBITA BY SECTOR<br />
Advanced Textiles & Composites<br />
€ 70.3 mln<br />
(+ 61%)<br />
Geosyn<strong>the</strong>tics & Grass<br />
€ 26.3 mln<br />
(– 16%)<br />
O<strong>the</strong>r activities<br />
€ 5.9 mln<br />
(– 40%)<br />
3.0<br />
2.4<br />
1.8<br />
1.2<br />
0.6<br />
0<br />
1.0<br />
0.8<br />
0.6<br />
0.4<br />
0.2<br />
0<br />
75<br />
60<br />
45<br />
30<br />
15<br />
0<br />
45<br />
36<br />
27<br />
18<br />
9<br />
0<br />
15<br />
10<br />
5<br />
0<br />
–5<br />
–10<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011<br />
2007 2008 2009 2010 2011
PROFIT AND LOSS ACCOUNT 2011 2010<br />
Revenues 1,138.8 984.5<br />
Operating result before depreciation and amortisation (EBITDA) 137.5 119.5<br />
Operating result before amortisation (EBITA) 102.5 85.0<br />
Operating result before amortisation as % of revenues (EBITA margin) 9.0% 8.6%<br />
Operating result (EBIT) 89.6 74.6<br />
Net result 58.7 46.0<br />
CONSOLIDATED BALANCE SHEET AND RETURN<br />
Net capital employed (year-end) 808.8 715.4<br />
Return (EBITA) on average net capital employed 13.1% 12.1%<br />
Net interest bearing debt (year-end) 288.7 240.7<br />
CONSOLIDATED CASH FLOW<br />
Cash flow from operating activities 49.3 29.1<br />
Investments less divestments of fixed assets – 22.3 – 20.4<br />
Free cash flow 27.0 8.7<br />
Balance of acquisitions/disposals of operating companies and participating interests – 34.8 – 24.7<br />
OUTSTANDING SHARES (X 1,000)<br />
Number of outstanding shares at year-end 25,929 25,502<br />
Weighted average number of shares (before dilution) 25,452 25,026<br />
Weighted average number of shares (after dilution) 25,736 25,216<br />
PER-SHARE DATA<br />
Net result 2.31 1.84<br />
Diluted net result 2.28 1.82<br />
Dividend per share 0.95 0.75<br />
Equity * 17.96 17.19<br />
EMPLOYEES<br />
Number of staff years at year-end 4,353 4,271<br />
– of which in <strong>the</strong> Ne<strong>the</strong>rlands 819 785<br />
* Adjusted for comparison purposes in connection with change of accounting policy for pensions.<br />
Annual Report 2011 3
<strong>TenCate</strong> in 2011<br />
In 2011, <strong>TenCate</strong> maintained <strong>the</strong> growth trend that began<br />
in 2010, with revenues and profitability rising strongly<br />
again to record levels. <strong>TenCate</strong> succeeded once again<br />
in streng<strong>the</strong>ning its market positions by means of <strong>the</strong><br />
buy & build strategy.<br />
The growth in 2011 resulted mainly from <strong>the</strong> focus on materials that<br />
enable <strong>the</strong> Company to anticipate market trends on <strong>the</strong> basis of <strong>the</strong><br />
right <strong>value</strong> <strong>proposition</strong>. The global market trends of safety and<br />
sustainability once again generated a positive market climate overall<br />
in 2011.<br />
<strong>TenCate</strong> is able to project a highly distinctive international profile,<br />
partly due to <strong>the</strong> Company’s ground-breaking approach based on<br />
technological innovation and product differentiation. That makes<br />
<strong>TenCate</strong> an attractive partner for innovation and product and market<br />
development. As a connecting factor within <strong>TenCate</strong>, <strong>the</strong> technology<br />
position constantly gives rise to new possibilities in <strong>the</strong> market.<br />
This annual report seeks particularly to highlight <strong>the</strong> activities that<br />
have been and are being developed in order to gear <strong>the</strong> technological<br />
lead and product differentiation to <strong>the</strong> marketplace as far as possible<br />
by adopting an outside-in approach.<br />
<strong>TenCate</strong> has its own production sites and sales offi ces in <strong>the</strong> following countries:<br />
Americas<br />
NORTH AMERICA<br />
United States<br />
Canada<br />
SOUTH AMERICA<br />
Brazil<br />
Production and sales<br />
Sales<br />
4<br />
Royal Ten Cate<br />
EMEA<br />
EUROPE<br />
Belgium<br />
Denmark<br />
Germany<br />
United Kingdom<br />
France<br />
Hungary<br />
Ireland<br />
Italy<br />
Ne<strong>the</strong>rlands<br />
Austria<br />
Poland<br />
Romania<br />
Spain<br />
Czech Republic<br />
Switzerland<br />
AFRICA<br />
Benin<br />
South Africa<br />
MIDDLE EAST<br />
Dubai<br />
AsiaPacifi c<br />
ASIA<br />
China<br />
India<br />
Malaysia<br />
Singapore<br />
Thailand<br />
South Korea<br />
OCEANIA<br />
Australia<br />
New Zealand<br />
Revenues 2011 (€ 1,138.8 million)<br />
in per cent<br />
47%<br />
Geographic breakdown of sales in in 2011<br />
in per cent<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 />
◾ By destination<br />
◾ By origin<br />
UK<br />
7%<br />
FRANCE<br />
AUSTRIA<br />
46%<br />
Revenues 2010 (€ 984.5 million)<br />
in per cent<br />
46%<br />
7%<br />
47%<br />
ITALY<br />
SPAIN<br />
OTHER EU<br />
OTHER EUROPE<br />
◾ Advanced Textiles<br />
& Composites<br />
◾ Geosyn<strong>the</strong>tics & Grass<br />
◾ O<strong>the</strong>r activities<br />
◾ Advanced Textiles<br />
& Composites<br />
◾ Geosyn<strong>the</strong>tics & Grass<br />
◾ O<strong>the</strong>r activities<br />
MIDDLE EAST<br />
USA + CANADA<br />
CENTRAL AND<br />
SOUTH AMERICA<br />
ASIA<br />
REST OF THE WORLD
ADVANCED TEXTILES & COMPOSITES SECTOR GEOSYNTHETICS & GRASS SECTOR<br />
The Advanced Textiles & Composites sector is concentrated around<br />
impregnation and coating technologies for <strong>the</strong> application or<br />
incorporation of functional characteristics in and on textiles.<br />
The products in this sector mainly comprise protective fabrics and<br />
composite materials (made particularly of carbon fibres, glass fibres<br />
and aramids). <strong>TenCate</strong> is <strong>the</strong> global market leader in protective fabrics<br />
and one of <strong>the</strong> leading companies in <strong>the</strong> field of composite materials.<br />
Uses:<br />
◾ Defence<br />
◾ Industry<br />
◾ Firefighting, police<br />
◾ Aerospace industry<br />
◾ Automotive and energy sector<br />
Revenues<br />
€ 538.4 mln<br />
Revenues<br />
+ 20%<br />
EBITA<br />
€ 70.3 mln<br />
EBITA<br />
+ 61%<br />
The Geosyn<strong>the</strong>tics & Grass sector is concentrated around extrusion<br />
and non-woven technologies. Geosyn<strong>the</strong>tics products play an<br />
important role in <strong>the</strong> separation of soil layers and in <strong>the</strong> stabilisation<br />
of groundworks and dyke bodies. Geosyn<strong>the</strong>tics are increasingly<br />
being used for <strong>the</strong> filtration and dewatering of polluted sludge.<br />
Syn<strong>the</strong>tic turf is seeing growing use worldwide, driven principally<br />
by climate conditions, water scarcity and lower maintenance costs.<br />
Not least, an important factor is that syn<strong>the</strong>tic turf sports pitches<br />
remain playable 24 hours a day and in less favourable wea<strong>the</strong>r<br />
conditions.<br />
Geosyn<strong>the</strong>tics and syn<strong>the</strong>tic turf are global markets. <strong>TenCate</strong> occupies<br />
<strong>the</strong> number-one position in <strong>the</strong>se markets.<br />
Uses:<br />
◾ Infrastructure projects and water management<br />
◾ Environmental market<br />
◾ Agriculture sector<br />
◾ Sports pitches market<br />
◾ Landscaping, leisure market<br />
Revenues<br />
€ 525.9 mln<br />
Revenues<br />
+ 12%<br />
EBITA<br />
€ 26.3 mln<br />
EBITA<br />
– 16%<br />
Indicative revenue breakdown 2011 Indicative revenue breakdown 2010 Indicative revenue breakdown 2011 Indicative revenue breakdown 2010<br />
◾ Protective fabrics<br />
◾ Armour composites<br />
◾ Space/aerospace composites<br />
◾ Geosyn<strong>the</strong>tics<br />
◾ Grass Upstream<br />
◾ Grass Downstream<br />
Annual Report 2011 5
<strong>TenCate</strong> technology overview<br />
6<br />
END-USER<br />
MARKETING<br />
market<br />
management<br />
DIFFERENTIATION<br />
portfolio<br />
management<br />
COST LEADER<br />
VALUE CHAIN MANAGEMENT END-USER<br />
process<br />
management<br />
INNOVATION<br />
Royal Ten Cate<br />
GLOBAL TRENDS<br />
Safety and protection, sustainability and environment<br />
MARKETS<br />
PRODUCTS (materials, modules, systems)<br />
protective fabrics outdoor fabrics space composites aerospace composites<br />
MATERIAL TECHNOLOGY<br />
Fiber technology Textile technology<br />
Basic technologies<br />
P Physics<br />
C Chemistry / Chemical engineering<br />
PC Nanotechnology / Polymer chemistry<br />
BT Biomedical technology<br />
ME Mechanical engineering<br />
E Electronics
market<br />
management<br />
END-USER MARKETING<br />
business<br />
development<br />
EXTERNAL VALUE CHAIN MANAGEMENT<br />
INTERNAL<br />
DIFFERENTIATION<br />
portfolio<br />
management<br />
industrial composites advanced armour geosyn<strong>the</strong>tics grass<br />
Finish technology<br />
M Mechatronics<br />
IT ICT<br />
B Biosciences<br />
<strong>TenCate</strong> business model © <strong>TenCate</strong><br />
market<br />
product<br />
technology<br />
process<br />
INNOVATION<br />
COST LEADER<br />
process<br />
management<br />
business<br />
development<br />
© <strong>TenCate</strong><br />
Annual Report 2011 7
active blast countermeasure system<br />
Troops in <strong>the</strong>atre need <strong>the</strong> best and<br />
most advanced protection. Insurgency<br />
tactics have not only caused a great<br />
many casualties, but also had an impact<br />
on military operations and logistics.<br />
There is an evident need for enhanced<br />
protection, in combination with<br />
increased mobility of military vehicles.<br />
The <strong>TenCate</strong> ABDS active blast<br />
countermeasure system is an innovative<br />
defence solution, against a number<br />
of improvised explosive devices. This<br />
active protection system effectively<br />
mitigates <strong>the</strong> devastating effects<br />
of IEDs, fulfi lling STANAG 4569 at<br />
classifi ed levels.<br />
While defeating <strong>the</strong> acceleration of<br />
<strong>the</strong> vehicle and preserving <strong>the</strong> vehicle<br />
hull, <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />
countermeasure system delivers a<br />
structural and biomechanical response<br />
mode for a range of combat and tactical<br />
military vehicles.<br />
ADVANCED ARMOUR<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
Key developments in 2011<br />
◾ 16% Revenue growth<br />
Revenues in 2011 amounted to € 1,138.8 million (2010:<br />
€ 984.5 million). The organic rise in revenues amounted to 12%.<br />
The Protective Fabrics market group made a major contribution<br />
to <strong>the</strong> revenue growth. In particular, <strong>the</strong>re was strong growth in<br />
<strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe products.<br />
<strong>TenCate</strong> successfully created new standards in <strong>the</strong> world market<br />
for protective fabrics with <strong>the</strong>se brands.<br />
◾ 28% Net profit growth<br />
Net profit in 2011 amounted to € 58.7 million (2010: € 46.0 million).<br />
The profit growth was achieved particularly as a result of higher<br />
profits in <strong>the</strong> United States and <strong>the</strong> Ne<strong>the</strong>rlands.<br />
◾ Strong growth in <strong>the</strong> Advanced Textiles & Composites sector<br />
<strong>TenCate</strong> Protective Fabrics recorded strong growth in revenues<br />
from <strong>the</strong> <strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe products.<br />
These two product groups contributed a substantial portion of<br />
this se ctor’s total revenues in 2011. There was also considerable<br />
growth in revenues from aerospace composites. The growth took<br />
place both in Europe and America. The production of composite<br />
materials for <strong>the</strong> Airbus A380 contributed a substantial share.<br />
◾ Mixed picture for Geosyn<strong>the</strong>tics & Grass sector<br />
The Geosyn<strong>the</strong>tics & Grass sector showed a mixed picture.<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics put in an excellent performance worldwide.<br />
In <strong>the</strong> Grass group revenues declined compared to 2010 due to <strong>the</strong><br />
ending of <strong>the</strong> supply contract with a major customer following<br />
a strategic reorientation. <strong>TenCate</strong> was unable to compensate<br />
fully for this loss of revenues during <strong>the</strong> year. It put pressure on<br />
profits because it was not possible to take full advantage of <strong>the</strong><br />
economies of scale within <strong>TenCate</strong> Grass. Alliances were entered<br />
into with new market participants during <strong>the</strong> year.<br />
◾ Positive developments in new markets / streng<strong>the</strong>ning<br />
of local presence<br />
Revenues in Asia and South America continue to grow strongly,<br />
particularly in protective fabrics and geosyn<strong>the</strong>tics. The acquisition<br />
of Emas Kiara in Malaysia (geosyn<strong>the</strong>tics) was completed. In India,<br />
<strong>the</strong> market activities of <strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong><br />
Advanced Armour were merged to form <strong>TenCate</strong> Protection<br />
Systems in order to increase <strong>the</strong>ir efficiency as a combined<br />
operation. In China, <strong>the</strong> local management was streng<strong>the</strong>ned<br />
to facilitate a differentiated approach to <strong>the</strong> Chinese market.<br />
A co-operation agreement was signed with Chinamex to supply<br />
<strong>the</strong> market for protective fabrics (military uniforms, police,<br />
firefighting).<br />
◾ Start-up of new activities in aerospace armour<br />
<strong>TenCate</strong> is initiating activities in vehicle and helicopter armour,<br />
for which <strong>the</strong> production site opened in France in <strong>the</strong> second<br />
half of 2011. The first major long-term contract was for armour<br />
for Eurocopter (EADS) helicopters.<br />
◾ Start of <strong>the</strong> market launch phase for <strong>the</strong> <strong>TenCate</strong> ABDS active<br />
blast countermeasure system<br />
Following <strong>the</strong> completion of <strong>the</strong> test phase, <strong>TenCate</strong> is initiating<br />
<strong>the</strong> market phase for <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />
countermeasure system jointly with military vehicle manufacturers.<br />
A 51% majority holding in ABDS ApS was acquired at <strong>the</strong> end of<br />
2011 in order to accelerate this process. The acquisition of all <strong>the</strong><br />
shares in ABDS ApS was completed at <strong>the</strong> beginning of 2012.<br />
Annual Report 2011 9
Evaluation of 2011 action plans<br />
◾ Streng<strong>the</strong>ning of <strong>the</strong> Company profile<br />
10<br />
<strong>TenCate</strong> has streng<strong>the</strong>ned its profile, including <strong>through</strong> advertising<br />
and specialist publications in <strong>the</strong> US media, partly because a large<br />
proportion of revenues are generated in America. The main thrust<br />
involved raising awareness of <strong>the</strong> protection characteristics of<br />
<strong>TenCate</strong> products, <strong>TenCate</strong>’s relationship with fellow companies in<br />
<strong>the</strong> US textile industry involved as part of <strong>the</strong> <strong>value</strong> chain in <strong>the</strong><br />
production process for <strong>TenCate</strong> Defender M. At <strong>the</strong> beginning<br />
of 2011, <strong>the</strong> waiver under <strong>the</strong> US Berry Amendment (import<br />
exemption for non-US goods) was extended until 2015. The U.S.<br />
Congress granted a permanent waiver at <strong>the</strong> end of 2011.<br />
◾ Reinforcement of sustainability concept and introduction of<br />
measurable performance indicators<br />
In line with previous initiatives, good progress was made in 2011 in<br />
reinforcing <strong>the</strong> sustainability policy by means of corporate social<br />
responsibility. <strong>TenCate</strong> is focusing increasingly on making <strong>the</strong> CSR<br />
policy more measurable and visible. At <strong>the</strong> same time, customers<br />
are increasingly demanding more sustainable products.<br />
The following are examples of individual projects that have been<br />
started or completed:<br />
◾ The new process ecotool is being used in market groups in<br />
<strong>the</strong> Ne<strong>the</strong>rlands;<br />
◾ The new product ecotool has determined <strong>the</strong> detailed CO 2 footprint<br />
of <strong>TenCate</strong> Geotube ® ;<br />
◾ Various sustainability and quality certification processes were<br />
completed or extended in <strong>the</strong> Ne<strong>the</strong>rlands and abroad;<br />
◾ A substantial number of innovation projects have sustainability<br />
as a main or sub-<strong>the</strong>me;<br />
◾ <strong>TenCate</strong>’s sponsorship projects in <strong>the</strong> Ne<strong>the</strong>rlands and abroad<br />
are demonstrating <strong>the</strong> company’s social involvement.<br />
Royal Ten Cate<br />
◾ Longer-term profit growth<br />
Various business development projects have been assigned<br />
strategic priority. This has resulted in a particular focus. <strong>TenCate</strong><br />
has a number of attractive possibilities, which can contribute<br />
a major share of future growth or give rise to <strong>the</strong> technological<br />
renewal that will streng<strong>the</strong>n <strong>TenCate</strong>’s market position.<br />
The following are examples:<br />
◾ Digital finishing by means of inkjet technology;<br />
◾ Woven syn<strong>the</strong>tic turf systems / integrated syn<strong>the</strong>tic turf systems;<br />
◾ <strong>TenCate</strong> ABDS active blast countermeasure system;<br />
◾ Expansion of <strong>the</strong> <strong>TenCate</strong> Cetex ® product portfolio (<strong>the</strong>rmoplastic<br />
composites).<br />
◾ Implementation of emerging markets strategy<br />
<strong>TenCate</strong> is streng<strong>the</strong>ning its market position and presence<br />
in emerging markets. This is a gradual process, preceded by<br />
a thorough analysis of <strong>the</strong> market structure and <strong>the</strong> potential<br />
partners operating in it. In view of <strong>the</strong> risks and turnaround times,<br />
a greenfield operation is usually a good option. The acquisition<br />
of Emas Kiara (geosyn<strong>the</strong>tics, Malaysia) was completed at <strong>the</strong><br />
beginning of 2011, considerably increasing <strong>TenCate</strong>’s market share<br />
in <strong>the</strong> region. The protective fabrics activities for <strong>the</strong> Asian market<br />
were streng<strong>the</strong>ned from <strong>the</strong> Bangkok site (<strong>TenCate</strong> – Union<br />
Protective Fabrics, Thailand). A co-operation agreement was<br />
signed with Chinamex (China) for <strong>the</strong> Chinese market.<br />
The management of <strong>TenCate</strong> Pacific in Hong Kong was<br />
streng<strong>the</strong>ned at <strong>the</strong> end of 2011.
◾ Continuation of <strong>the</strong> buy & build strategy<br />
<strong>TenCate</strong> has announced an ambitious growth objective for <strong>the</strong><br />
years ahead, with a revenue target of approximately € 2 billion.<br />
Value creation is being boosted by acquisitions, <strong>the</strong> streng<strong>the</strong>ning<br />
of existing activities and <strong>the</strong>ir profitability and market<br />
development.<br />
Product, market and technology developments were structured<br />
more efficiently in 2011. There is good internal co-operation and<br />
a stronger involvement and commitment on <strong>the</strong> part of <strong>the</strong> market<br />
groups in selecting <strong>the</strong> strategic growth possibilities. Projects are<br />
being initiated on <strong>the</strong> basis of a clear market vision and growth<br />
objective.<br />
◾ Leading role in <strong>the</strong> consolidation of <strong>the</strong> syn<strong>the</strong>tic turf market<br />
In <strong>TenCate</strong>’s syn<strong>the</strong>tic turf activities, attention is increasingly<br />
shifting from <strong>the</strong> product (<strong>the</strong> components of a syn<strong>the</strong>tic turf<br />
system) to <strong>the</strong> required results for <strong>the</strong> user (system solutions).<br />
This approach is increasingly centred on quality, durability,<br />
performance and safety for players. Strategic co-operation with<br />
market participants (knowledge integration) is essential in this<br />
regard. The creation of an international marketing and sales<br />
network linked to <strong>the</strong> production of syn<strong>the</strong>tic turf fibres and carpet<br />
backing is expected to be completed in 2012.<br />
◾ New uses for <strong>TenCate</strong> materials<br />
The automotive industry is one of <strong>the</strong> most important new areas<br />
for <strong>the</strong> use of <strong>TenCate</strong> materials. The industry is increasingly<br />
realising that in <strong>the</strong> near future markets will need light, highperformance<br />
materials which can be incorporated in large volumes<br />
in industrial manufacturing processes. <strong>TenCate</strong> is one of <strong>the</strong> few<br />
companies in <strong>the</strong> composites sector to have many years of<br />
experience in <strong>the</strong> aircraft industry in both <strong>the</strong> production and<br />
processing of <strong>the</strong>rmoplastic composites for secondary and primary<br />
structural components as well as interior applications (<strong>TenCate</strong><br />
Cetex ® ). At <strong>the</strong> end of 2011, <strong>TenCate</strong> began to form <strong>the</strong> Industrial<br />
Composites group, <strong>the</strong> third pillar in <strong>the</strong> composites group<br />
alongside <strong>the</strong> existing space and aerospace composites and<br />
armour materials groups.<br />
◾ Profit improvement at Xennia Technology<br />
The positive revenue growth at Xennia Technology has not yet led<br />
to a rising profit trend, because development and patent costs are<br />
still relatively high. Research & development activities for third<br />
parties (contract research) have been considerably reduced as a<br />
result of <strong>the</strong> policy focused on profit growth. Xennia Technology is<br />
now serving a growing number of international markets jointly with<br />
and <strong>through</strong> third parties.<br />
Annual Report 2011 11
Vision, mission, strategy and objectives<br />
VISION<br />
<strong>TenCate</strong> develops and produces functional materials which are<br />
distinctive in terms of <strong>the</strong>ir characteristics. <strong>TenCate</strong> focuses on<br />
worldwide trends in <strong>the</strong> field of safety / protection and sustainability /<br />
environment, as well as derivative <strong>the</strong>mes, which promote <strong>the</strong> growth<br />
of <strong>the</strong> company.<br />
Markets demand specific critical functionalities to meet specific needs,<br />
which are usually determined by standardisation or legislation and<br />
regulations. Safety / protection and sustainability / environment are<br />
trends that are tightly regulated worldwide.<br />
<strong>TenCate</strong> USA welcomes members<br />
of US Congress and Dutch ambassador<br />
Members of <strong>the</strong> United States Congress paid working visits to<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics in Pendergrass (Georgia) and <strong>TenCate</strong><br />
Advanced Armour in Hebron (Ohio) in August 2011. In Pendergrass<br />
<strong>the</strong>y discussed <strong>the</strong> characteristics and applications of geosyn<strong>the</strong>tics<br />
in areas such as infrastructure projects. In Hebron <strong>the</strong>y learned<br />
about armour applications and projects in <strong>the</strong> field of vehicle<br />
and personal protection. <strong>TenCate</strong> Protective Fabrics in Union City<br />
(Georgia) also welcomed Renée Jones-Bos, <strong>the</strong> Ne<strong>the</strong>rlands’<br />
ambassador to <strong>the</strong> United States, in November. This working visit<br />
also served to streng<strong>the</strong>n <strong>the</strong> economic and cultural ties between<br />
<strong>the</strong> Ne<strong>the</strong>rlands and Georgia.<br />
12<br />
Royal Ten Cate<br />
<strong>TenCate</strong> operates in <strong>the</strong> field of material science. Technological<br />
development is an important means of complying with standards<br />
and meeting requirements or adjusting standards in such a way<br />
that progress can be made in terms of functionalities.<br />
<strong>TenCate</strong> products are used in systems. <strong>TenCate</strong> increasingly provides<br />
<strong>the</strong> overall solution, ei<strong>the</strong>r independently or in co-operation with<br />
partners.<br />
MISSION<br />
Progress is one of <strong>the</strong> principal motives of <strong>TenCate</strong>. The company<br />
aims to be a leader in providing sustainable solutions for complex<br />
requirements relating to personal protection and protection of <strong>the</strong><br />
personal environment. <strong>TenCate</strong> has secured a leading position in<br />
its markets worldwide, partly as a result of its broad technological<br />
competence.<br />
STRATEGY<br />
<strong>TenCate</strong>’s strategy is based on <strong>the</strong> concept of global <strong>value</strong> chain<br />
management. On this basis <strong>TenCate</strong> works with numerous links in<br />
<strong>the</strong> chain in sustainable growth markets. The four cornerstones of<br />
this policy are:<br />
1. End-user marketing and an industrial intellectual property policy;<br />
2. Product differentiation, targeted at specific applications and<br />
customer requirements;<br />
3. Technological innovation;<br />
4. Cost leadership.
OBJECTIVES<br />
QUALITATIVE STRATEGIC OBJECTIVES<br />
◾ Creation of shareholder <strong>value</strong> <strong>through</strong> profitable growth based on<br />
our knowledge, skill and internal synergy. In this way we can fulfil<br />
our social responsibilities, from economic, environmental and<br />
social perspectives.<br />
◾ Achievement of critical mass in product-market-technology<br />
combinations by securing leading positions in worldwide market<br />
niches.<br />
◾ Achievement of a healthy financial position with sufficient<br />
strength for acquisitions.<br />
◾ Management of a balanced portfolio of activities, in which<br />
product-market-technology combinations differ in terms of growth<br />
opportunities and risk profile.<br />
◾ Stimulation of an open, creative and enterprising culture for<br />
change, renewal and progress.<br />
◾ Management of a global commercial organisation which thinks<br />
in terms of (system) solutions within <strong>the</strong> overall <strong>value</strong> chain.<br />
FINANCIAL STRATEGIC OBJECTIVES<br />
◾ The net capital employed must generate a sufficient return.<br />
The operating result before amortisation as a percentage of<br />
average net capital employed must be at least 15%.<br />
◾ The financial position must be sufficiently solid. The ratio of net<br />
interest-bearing debt to <strong>the</strong> operating result before depreciation<br />
and amortisation (EBITDA) must be structurally lower than 2.5.<br />
◾ The target of 10% annual profit growth is based on EBITA<br />
(operating result before amortisation). To this end, <strong>the</strong> buy & build<br />
strategy will be pursued. Higher added <strong>value</strong> and efficiency are<br />
also necessary, since <strong>the</strong> organic growth of <strong>the</strong> core activities is<br />
expected to be below 10% on average.<br />
◾ An appropriate profit margin must be achieved. The consolidated<br />
EBITA margin must rise to at least 10%.<br />
Achievement of targets:<br />
Target Actual<br />
Return on average net capital employed > 15% 13.1%<br />
Debt ratio (debt / EBITDA) < 2.5 2.12<br />
EBITA growth at least 10% > 10% 20.6%<br />
EBITA margin > 10% 9.0%<br />
Annual Report 2011 13
Foreword by <strong>the</strong> Chairman<br />
of <strong>the</strong> Executive Board<br />
SUBSTANTIAL REVENUE AND PROFIT GROWTH<br />
In 2011, <strong>TenCate</strong> successfully maintained <strong>the</strong> recovery which had<br />
begun in 2010, with a fur<strong>the</strong>r strong rise in revenues and profit.<br />
Revenues and net profit amounted to € 1,138.8 million (+ 16%) and<br />
€ 58.7 million (+ 28%) respectively. The growth was achieved despite<br />
continued challenging economic conditions, mainly thanks to <strong>TenCate</strong>’s<br />
leading product, market and technology positions in <strong>the</strong> niche markets<br />
in which <strong>the</strong> company operates worldwide.<br />
Although growth was achieved across a wide base, <strong>the</strong>re was a<br />
substantial contribution from <strong>the</strong> Protective Fabrics market group.<br />
This was one of <strong>the</strong> fastest-growing product groups in 2011 as a result<br />
of <strong>the</strong> successful product differentiation policy (including <strong>TenCate</strong><br />
Tecasafe Plus and <strong>TenCate</strong> Defender M). Fur<strong>the</strong>r internationalisation<br />
(Asia and South America) also contributed to <strong>the</strong> continuing growth.<br />
INTERNATIONAL PROFILE<br />
Looking back, it can be seen that <strong>TenCate</strong> has succeeded in constantly<br />
streng<strong>the</strong>ning its market position by means of <strong>the</strong> buy & build strategy.<br />
This was <strong>the</strong> case again in 2011, mainly as a result of <strong>the</strong> market focus<br />
on materials that enable <strong>the</strong> Company to anticipate market trends on<br />
<strong>the</strong> basis of <strong>the</strong> right <strong>value</strong> <strong>proposition</strong>.<br />
<strong>TenCate</strong> is able to project a highly distinctive international profile,<br />
partly due to <strong>the</strong> company’s ground-breaking approach based on<br />
technological innovation and product differentiation. That makes<br />
<strong>TenCate</strong> an attractive partner for innovation and product and market<br />
development. Examples of this are <strong>the</strong> technological developments<br />
in Xennia Technology in <strong>the</strong> field of digital textile finishing and <strong>the</strong><br />
developments with regard to <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />
countermeasure system. <strong>TenCate</strong> is also viewed as an attractive<br />
partner in <strong>the</strong> field of <strong>the</strong>rmoplastic composites (<strong>TenCate</strong> Cetex ® ).<br />
<strong>TenCate</strong> also fulfilled a pioneering role in crucial knowledge areas in<br />
<strong>the</strong> past, including in developments in <strong>the</strong> field of syn<strong>the</strong>tic turf and<br />
<strong>the</strong>rmoplastic composites. This has resulted in pre-eminent market<br />
leadership. As a connecting factor within <strong>TenCate</strong>, <strong>the</strong> technology<br />
position constantly gives rise to new possibilities in <strong>the</strong> market.<br />
The worldwide market trends of safety and sustainability once again<br />
generated a positive market climate overall in 2011.<br />
14<br />
Royal Ten Cate<br />
<strong>TenCate</strong> operates in <strong>the</strong> international market in general as<br />
a transnational company * . Characteristic features of this role include<br />
a strong internal network structure and mutual exchanges of<br />
information, with <strong>the</strong> company positioning its products strongly in local<br />
markets. Gearing product specifications to local requirements or<br />
specific market groups is crucial and also leads to fragmentation<br />
of markets or market niches. In this regard, <strong>TenCate</strong> exhibits strong<br />
features of a global enterprise in <strong>the</strong> fields of finance, marketing/<br />
branding and end-user marketing. <strong>TenCate</strong> also has purchasing and<br />
production advantages based on worldwide access to commodities<br />
markets and economies of scale. This international profile, which<br />
combines <strong>the</strong> best of both worlds, is important in order to achieve<br />
continuing growth, particularly at <strong>the</strong> present time.<br />
VALUE PROPOSITION FOR THE MARKET<br />
Value creation is a central <strong>the</strong>me of this annual report, because it plays<br />
a major role in numerous market <strong>proposition</strong>s. <strong>TenCate</strong>’s development<br />
processes are characterised by a pragmatic approach, reliability and<br />
thorough knowledge and experience. With its broad knowledge base<br />
in <strong>the</strong> field of textile technology combined with chemicals (material<br />
science), <strong>TenCate</strong> is a unique technology company. This annual report<br />
seeks particularly to highlight <strong>the</strong> activities that have been and are<br />
being developed in order to gear <strong>the</strong> technological lead and product<br />
differentiation to <strong>the</strong> marketplace as far as possible by adopting an<br />
outside-in approach.<br />
‘Materials that make a difference’ is a promise to <strong>the</strong> market.<br />
<strong>TenCate</strong>’s market increasingly puts <strong>the</strong> end-user at <strong>the</strong> centre.<br />
Although <strong>the</strong> company operates in a business-to-business<br />
environment, end-user marketing is a characteristic success factor.<br />
The aim is to create <strong>value</strong> for <strong>the</strong> end-user. In markets dominated<br />
by specifications, standards and product criteria, which are usually<br />
determined by government bodies, this aspect is of great importance.<br />
Particularly when government budgets are being cut, systems which<br />
save costs in <strong>the</strong> short or long term offer positive results. Against this<br />
backdrop increasing importance is being attributed to sustainability<br />
and social and ethical criteria in end-markets. <strong>TenCate</strong> <strong>the</strong>refore also<br />
incorporates <strong>the</strong>se aspects into <strong>the</strong> overall <strong>proposition</strong>. Fur<strong>the</strong>r<br />
information on this can be found in this report.<br />
* Research by <strong>the</strong> University of Amsterdam (under <strong>the</strong> supervision of A.H.L. Slangen),<br />
December 2010.
MARKET THEMES<br />
<strong>TenCate</strong>’s main market <strong>the</strong>mes are focused on <strong>the</strong> safety of people and<br />
<strong>the</strong>ir surroundings and sustainability/environment. During <strong>the</strong> past year<br />
a great deal of attention was devoted to <strong>the</strong> fact that a substantial<br />
part of <strong>TenCate</strong>’s revenues are linked to government budgets. Although<br />
such budgets have been under pressure for a long time, considerable<br />
growth was never<strong>the</strong>less achieved in 2011. First, safety and protection<br />
worldwide remain a strong focus of attention. Tighter budgets mean<br />
that solutions will be analysed more critically in <strong>the</strong> future. The market<br />
is becoming increasingly aware of innovative solutions which save<br />
costs and/or are more sustainable than traditional methods. <strong>TenCate</strong>’s<br />
focus on technology-driven solutions offers added <strong>value</strong>. In developing<br />
economies in particular, <strong>the</strong>re is a notable trend towards giving<br />
preference to new technologies and/or materials. An acceleration is<br />
taking place in <strong>the</strong> launch of new products and systems (fast pull).<br />
<strong>TenCate</strong> is an innovative company. Around one-quarter of <strong>TenCate</strong>’s<br />
revenues are generated from products introduced within <strong>the</strong> previous<br />
three years. In <strong>the</strong> future too, <strong>TenCate</strong> has great potential in terms<br />
of new or recently developed products and promising opportunities<br />
which can ultimately offset <strong>the</strong> possible effects of tighter government<br />
budgets. Innovation and <strong>the</strong> continuous process of renewal are<br />
constantly throwing up new challenges in attractive markets.<br />
That makes <strong>TenCate</strong> a unique company.<br />
PEOPLE<br />
‘People make a difference’ is <strong>the</strong> internal version of <strong>the</strong> <strong>TenCate</strong> creed<br />
applied in <strong>the</strong> company’s human resources policy. The management<br />
development and succession policy was closely scrutinised in 2011.<br />
The associated policy implementation will be tightened up during <strong>the</strong><br />
coming year, with a greater degree of rotation among organisational<br />
units in order to make optimum use of <strong>TenCate</strong>’s strength. Good<br />
knowledge of <strong>the</strong> management of <strong>the</strong> whole company and of its<br />
internal capabilities will make it possible to react rapidly to market<br />
opportunities and mobilise internal knowledge.<br />
The management in Asia in particular has been streng<strong>the</strong>ned in order<br />
to respond more effectively to developments in <strong>the</strong> Chinese market.<br />
Operational reinforcements have also been carried out in various<br />
areas, particularly commerce, in order to accelerate international<br />
growth.<br />
I would like to express my thanks to all employees for <strong>the</strong>ir<br />
commitment and <strong>the</strong> growth achieved during <strong>the</strong> past financial year.<br />
L. de Vries, President and CEO<br />
Annual Report 2011 15
The <strong>TenCate</strong> share<br />
SHARE LISTING<br />
The <strong>TenCate</strong> share is listed on NYSE Euronext Amsterdam and forms<br />
part of <strong>the</strong> AMX index. The share is actively followed by <strong>the</strong> leading<br />
banks and securities houses operating in Dutch / European smalland<br />
midcap stocks.<br />
<strong>TenCate</strong> stock options were reintroduced in 2011 after a number<br />
of years’ absence.<br />
As at 31 December 2011, 25,928,914 ordinary <strong>TenCate</strong> shares were in<br />
issue, each of a par <strong>value</strong> of € 2.50. The closing price of <strong>the</strong> share was<br />
€ 21.26.<br />
The average daily trading volume on NYSE Euronext rose from 58,406<br />
to 74,132 shares. The trading volume on <strong>the</strong> alternative trading<br />
platforms also increased.<br />
INVESTOR RELATIONS POLICY AND COMMUNICATION<br />
Although <strong>TenCate</strong>’s performance led to a clear improvement compared<br />
to 2010, <strong>the</strong> share price fell particularly in <strong>the</strong> second half of <strong>the</strong> year.<br />
Apart from <strong>the</strong> general stock market climate, <strong>the</strong> <strong>TenCate</strong> share was<br />
affected by <strong>the</strong> assumed effect of <strong>the</strong> expected cuts in US government<br />
budgets in particular. <strong>TenCate</strong> gave a series of presentations in order<br />
to communicate transparently on this subject and place it in a broader<br />
perspective.<br />
Various roadshows were held in <strong>the</strong> Ne<strong>the</strong>rlands and abroad during <strong>the</strong><br />
reporting year (including in <strong>the</strong> United States of America, <strong>the</strong> United<br />
Kingdom, France and Germany), streng<strong>the</strong>ning <strong>the</strong> dialogue with<br />
shareholders, analysts and o<strong>the</strong>r parties interested in <strong>TenCate</strong>.<br />
The annual meeting provided an excellent platform for a lively dialogue<br />
Source NYSE Euronext<br />
ISIN code NL 0000375731<br />
Reuters code NTCN.AS<br />
Bloomberg code KTC.NA<br />
16<br />
Royal Ten Cate<br />
◾ KTC<br />
◾ AEX<br />
◾ AMX<br />
◾ AsCX<br />
34<br />
32<br />
30<br />
28<br />
26<br />
24<br />
22<br />
20<br />
18<br />
16<br />
with numerous interest organisations, including <strong>the</strong> Dutch Investors’<br />
Association (VEB) and <strong>the</strong> Dutch Association of Investors for<br />
Sustainable Development (VBDO).<br />
The communication with <strong>the</strong> various stakeholders <strong>through</strong> <strong>TenCate</strong>’s<br />
updated txtures magazine is greatly appreciated. The magazine covers<br />
topical subjects, provides background information on <strong>TenCate</strong>’s<br />
activities around <strong>the</strong> world and provides links to <strong>the</strong> various <strong>TenCate</strong><br />
websites. The increase in communication aimed at business markets<br />
also attracted a growing number of visitors to <strong>the</strong> <strong>TenCate</strong> websites.<br />
DIVIDEND POLICY AND PROPOSED DIVIDEND<br />
<strong>TenCate</strong> aims to achieve fur<strong>the</strong>r growth in its core markets and for<br />
many years has been pursuing its buy & build strategy whereby growth<br />
is achieved <strong>through</strong> complementary acquisitions.<br />
A constant line of conduct is maintained with <strong>the</strong> distribution<br />
percentage based on approximately 40% of net profit. <strong>TenCate</strong> applies<br />
<strong>the</strong> principle of optional dividend.<br />
In respect of <strong>the</strong> 2011 financial year it is proposed to set <strong>the</strong> dividend<br />
at € 0.95 per € 2.50 par <strong>value</strong> share, payable at shareholders’ discretion<br />
in shares as a charge to <strong>the</strong> share premium reserve or in cash.<br />
14<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC
Number of shares in issue<br />
Number of shares in issue on 31 December 2010 25,501,907<br />
Increase in share capital as a result of stock dividend 427,007<br />
Number of shares in issue on 31 December 2011 25,928,914<br />
Changes in <strong>the</strong> number of shares in issue 2011 2010<br />
Par <strong>value</strong> € 2.50 € 2.50<br />
Lowest price € 18.75 € 17.30<br />
Highest price € 32.02 € 28.83<br />
Closing price € 21.26 € 28.00<br />
Earnings per share € 2.31 € 1.84<br />
Dividend per share € 0.95 € 0.75<br />
DISCLOSURE OF MAJOR HOLDINGS<br />
IN LISTED COMPANIES ACT<br />
The register maintained by <strong>the</strong> Ne<strong>the</strong>rlands Authority for <strong>the</strong> Financial<br />
Markets (AFM) in connection with <strong>the</strong> disclosure of major holdings<br />
in listed companies contains details of <strong>the</strong> following investors with<br />
interests of over 5% (source: AFM). It is almost unchanged in<br />
comparison with <strong>the</strong> previous year.<br />
Name Date of disclosure Percentage<br />
Delta Lloyd N.V. 6 May 2011 5.67%<br />
Kempen Oranje Participaties N.V. 1 January 2010 6.34%<br />
Ameriprise Financial Inc 1 May 2010 7.69%<br />
Schroders plc 27 October 2009 8.25%<br />
Delta Lloyd Deelnemingen Fonds N.V. 22 June 2010 10.16%<br />
Approximately two-thirds of <strong>the</strong> shares in issue are held by<br />
institutional investors who hold substantial shareholdings for relatively<br />
long periods (<strong>value</strong>/growth investors). In <strong>the</strong> geographical distribution<br />
a shift can be seen to predominantly Dutch investors. This is not<br />
a deliberate policy, but <strong>the</strong> result of an overall reduction in interest<br />
among Anglo-Saxon investors in European stocks, partly as a result<br />
of currency developments.<br />
OPTION PLAN, SHAREHOLDINGS OF PERSONNEL<br />
AND EXECUTIVE BOARD<br />
Details of <strong>the</strong> option plan and shareholdings of managers and members<br />
of <strong>the</strong> Executive Board can be found on page 128 of this annual report.<br />
The shares repurchased by <strong>the</strong> company relate to <strong>the</strong> hedging of<br />
granted options.<br />
Important dates in 2012<br />
Publication of 2011 full-year figures 29 February<br />
Annual General Meeting of Shareholders 19 April<br />
Ex-dividend date 23 April<br />
Record date: determination of dividend entitlements 25 April<br />
Option period for cash or stock dividend 26 April to 14 May<br />
Publication of trading update for first quarter of 2012 27 April<br />
Payment of dividend / delivery of shares (stock) 16 May<br />
Publication of half-year figures 2012 27 July<br />
Publication of trading update for third-quarter of 2012 26 October<br />
Geographic spread of shareholdings in 2011 in per cent<br />
23%<br />
9%<br />
7%<br />
4% 2%<br />
5%<br />
50%<br />
◾ Belgium<br />
◾ France<br />
◾ Germany / Switzerland<br />
◾ Ne<strong>the</strong>rlands<br />
◾ Scandinavia<br />
◾ United Kingdom<br />
◾ United States<br />
Annual Report 2011 17
<strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />
VALUE CHAIN MANAGEMENT AND VALUE PROPOSITION<br />
<strong>TenCate</strong> applies <strong>the</strong> <strong>value</strong> chain management business model. This<br />
determines how <strong>TenCate</strong> – based on its position in <strong>the</strong> <strong>value</strong> chain –<br />
creates <strong>value</strong>, establishes <strong>value</strong> in products and systems and adds<br />
<strong>value</strong> to customer-focused system solutions. The end-user is central<br />
in this process. When a product is developed into a system solution,<br />
end-user marketing becomes increasingly important.<br />
It is necessary to offer end-users recognisable added <strong>value</strong> in order to<br />
occupy a sustained, strong competitive position in <strong>the</strong> production and<br />
marketing chain. This <strong>value</strong> <strong>proposition</strong> is a set of ‘promises’ which <strong>the</strong><br />
company must fulfil in order to solve a problem faced by a customer or<br />
group of customers. The added <strong>value</strong> of a product or system is usually<br />
based on end-users’ existing or evolving requirements resulting from<br />
legislation and/or regulations. The end-user translates <strong>the</strong> <strong>value</strong><br />
<strong>proposition</strong> into tangible advantages, such as price-performance<br />
ratios, delivery reliability and <strong>the</strong> ability to meet individual<br />
requirements.<br />
<strong>TenCate</strong>’s main target groups are government bodies, o<strong>the</strong>r authorities<br />
and representatives of customer groups which determine<br />
specifications for protective materials. It is important to have an input<br />
into <strong>the</strong> setting or amendment of standards and regulations. It is also<br />
possible to anticipate requirements such as recycling, CO2 reduction<br />
and cost limitation in processes within <strong>the</strong> rest of <strong>the</strong> production and<br />
marketing chain.<br />
MASS CUSTOMISATION<br />
An important new market trend is mass customisation, i.e. providing<br />
customised products and services to meet <strong>the</strong> wishes and<br />
requirements of individual users. In <strong>the</strong> European market in particular<br />
<strong>the</strong>re are non-uniform regulations and standards. Products have to be<br />
adapted to local requirements. There are also significant differences<br />
between, for example, product requirements in <strong>the</strong> United States and<br />
those of <strong>the</strong> rest of <strong>the</strong> world. As a global player, <strong>TenCate</strong> is ideally<br />
placed to meet this need. There will even be a growing requirement<br />
for individualised products. The developments in <strong>the</strong> field of inkjet<br />
technology are a response to this trend, while economies of scale are<br />
being maintained. This new technological development is an important<br />
part of <strong>TenCate</strong>’s future <strong>value</strong> <strong>proposition</strong>.<br />
18<br />
Royal Ten Cate<br />
SOLUTION PROVIDER<br />
Major <strong>value</strong> drivers at present are price/cost reduction, environmental<br />
factors, individualisation, reliability of <strong>the</strong> solution and <strong>the</strong> potential<br />
for cost savings. Integrated solutions are increasingly being offered,<br />
involving forms of co-operation or co-creation in <strong>the</strong> <strong>value</strong> chain.<br />
The <strong>TenCate</strong> Defender M product concept is a clear example of<br />
co-creation, attractive price-performance ratios and <strong>the</strong> provision<br />
of a reliable solution.<br />
> Whereas o<strong>the</strong>r suppliers have ideas<br />
for product development, <strong>TenCate</strong><br />
Protective Fabrics can actually turn<br />
<strong>the</strong>m into reality. <<br />
<strong>TenCate</strong> Protective Fabrics, Marketing department<br />
MARKET TRENDS AND MARKET SELECTION<br />
<strong>TenCate</strong> develops and produces functional materials which have to<br />
meet specified rules, standards and customer specifications. <strong>TenCate</strong><br />
focuses particularly on markets governed by standards on safety and<br />
protection of people and <strong>the</strong>ir environment. Sustainability and<br />
environmental standards are becoming increasingly important and<br />
numerous. <strong>TenCate</strong> is responding expressly to this trend by intensifying<br />
its CSR policy.<br />
The technology component is <strong>the</strong> connecting factor across <strong>the</strong><br />
company that underpins <strong>the</strong> selection of markets in which <strong>TenCate</strong> can<br />
occupy distinctive positions.<br />
PRODUCT CHAMPIONS<br />
The structural focus on added <strong>value</strong>, both within <strong>the</strong> production and<br />
marketing chain and in customer-focused solutions, will lead to a<br />
gradual rise in margins. The aim of this is to create product champions.<br />
These systems/solutions have <strong>the</strong> lowest costs in a particular market<br />
segment and offer <strong>the</strong> highest-quality solution. If <strong>the</strong> market attributes<br />
a great deal of <strong>value</strong> to a <strong>value</strong> <strong>proposition</strong> and <strong>the</strong> product also has a<br />
relatively low-cost structure or generates cost advantages for users,<br />
<strong>the</strong> precondition for a product champion is fulfilled.
FROM PRODUCT TO SOLUTION<br />
The provision of solutions fits in with <strong>the</strong> concept of <strong>the</strong> <strong>value</strong><br />
<strong>proposition</strong>. Using targeted channels in business-to-business and<br />
specialist media, <strong>TenCate</strong> communicates mainly on solutions created<br />
with <strong>TenCate</strong> materials. There is increasing co-operation with o<strong>the</strong>r<br />
technologies to create multifunctional systems. The solution-focused<br />
approach also leads to a gradual change in <strong>the</strong> sales organisation, with<br />
co-operation taking place with market participants and specialists<br />
offering various full or partial solutions and operators offering specific<br />
access to international markets.<br />
It is in <strong>the</strong> syn<strong>the</strong>tic turf market that <strong>the</strong> most extensive form of<br />
co-operation takes place. This market is witnessing increasing<br />
integration within <strong>the</strong> production and marketing chain to accelerate<br />
developments and raise <strong>the</strong> quality of <strong>the</strong> overall end-product (<strong>the</strong><br />
syn<strong>the</strong>tic turf system). Co-operation also takes place in <strong>the</strong> <strong>TenCate</strong><br />
Geosyn<strong>the</strong>tics market group with engineering firms, installers and<br />
specialist companies, particularly in <strong>the</strong> fields of monitoring and<br />
detection, environment and water management.<br />
A key development is <strong>the</strong> increasing demand for weight-saving and<br />
environmental awareness in <strong>the</strong> automotive industry. <strong>TenCate</strong><br />
materials (composites) and <strong>the</strong> technology position contribute to <strong>the</strong><br />
required solution. The use of new materials will also lead to changes in<br />
VALUE PROPOSITION<br />
For <strong>TenCate</strong>, <strong>the</strong> added <strong>value</strong> with regard to <strong>the</strong> distinctive position<br />
in <strong>the</strong> <strong>value</strong> chain lies mainly in:<br />
◾ Worldwide access to raw materials, such as fibres;<br />
◾ The extensive technological base;<br />
◾ Breadth of <strong>the</strong> product portfolio and branding;<br />
◾ The advantages of <strong>the</strong> various system solutions;<br />
◾ Short supply lines to <strong>the</strong> market (rapid response time) <strong>through</strong><br />
an international network of production and sales locations;<br />
◾ Economies of scale;<br />
◾ Knowledge positions and intellectual property;<br />
◾ Reliability as a partner (track record, financial soundness,<br />
quality image, solution provider);<br />
◾ Dedication to innovation and development (often jointly with<br />
market participants).<br />
<strong>the</strong> production processes. By working with parties in <strong>the</strong> <strong>value</strong> chain,<br />
<strong>TenCate</strong> can support and facilitate <strong>the</strong> required development and<br />
sustainability as a material producer.<br />
INNOVATION AND CO-CREATION<br />
The continuing focus on innovation is part of <strong>the</strong> <strong>value</strong> <strong>proposition</strong>.<br />
Here too, <strong>the</strong>re is a joint approach with customer groups, knowledge<br />
institutions or <strong>value</strong> chain partners. Co-creation is becoming<br />
increasingly important in order to introduce joint <strong>value</strong> <strong>proposition</strong>s.<br />
<strong>TenCate</strong> takes part in various co-operation initiatives, such as TAPAS<br />
and TPRC (composite solutions), OICAM (Open Innovation Centre for<br />
Advanced Materials) and AMMON (Innovation Centre for Advanced<br />
Materials Manufacturing in <strong>the</strong> East of <strong>the</strong> Ne<strong>the</strong>rlands).<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics involved in<br />
decontamination of Volgermeer Polder<br />
The Volgermeer Polder, which was once a landfill site for polluted<br />
domestic and industrial waste, has been cleaned up and turned<br />
into a nature reserve. The waste has been safely covered with foil,<br />
drainage fabric, soil and water. The drainage fabric absorbs <strong>the</strong><br />
gas that builds up in <strong>the</strong> landfill waste. With <strong>the</strong> aid of <strong>TenCate</strong><br />
Geotube ® , clean sludge was converted into a natural cap (a layer<br />
of clean soil) on top of <strong>the</strong> seal. <strong>TenCate</strong> GeoDetect ® , a geotextile<br />
system equipped with sensors, is used to monitor <strong>the</strong> seal on <strong>the</strong><br />
waste in one of <strong>the</strong> basins that were created on top of <strong>the</strong> natural<br />
cap. This is <strong>the</strong> largest soil remediation operation in Dutch history.<br />
Annual Report 2011 19
Report of <strong>the</strong> Supervisory Board<br />
ANNUAL REPORT<br />
We hereby present <strong>the</strong> 2011 annual report as prepared by <strong>the</strong><br />
Executive Board, incorporating <strong>the</strong> financial statements. The financial<br />
statements have been audited by KPMG Accountants NV and were<br />
discussed with <strong>the</strong> Executive Board on 28 February 2012, in <strong>the</strong><br />
presence of <strong>the</strong> auditor. The unqualified auditor’s report is included<br />
in this report in ‘O<strong>the</strong>r information’.<br />
We are of <strong>the</strong> opinion that <strong>the</strong> annual report fulfils <strong>the</strong> transparency<br />
requirements and forms a good basis on which <strong>the</strong> Supervisory Board<br />
can account for its supervision.<br />
We propose that you adopt <strong>the</strong> financial statements, approve <strong>the</strong><br />
dividend proposal and grant discharge to <strong>the</strong> Executive Board in<br />
respect of its policy and to <strong>the</strong> Supervisory Board in respect of its<br />
supervision.<br />
COMPOSITION<br />
No changes took place in <strong>the</strong> composition of <strong>the</strong> Supervisory Board<br />
in 2011.<br />
SUPERVISION<br />
The Supervisory Board held plenary meetings with <strong>the</strong> Executive Board<br />
on seven occasions in 2011, on <strong>the</strong> basis of a fixed schedule. It also<br />
met independently on several occasions. The meetings discussed <strong>the</strong><br />
performance of both <strong>the</strong> Executive Board and <strong>the</strong> individual directors.<br />
The Supervisory Board also assessed its own performance, as well<br />
as that of <strong>the</strong> committees and <strong>the</strong> individual supervisory directors.<br />
All members attended <strong>the</strong> meetings.<br />
During <strong>the</strong> joint meetings, <strong>the</strong> Supervisory Board dealt with subjects<br />
such as <strong>the</strong> strategy of <strong>the</strong> sectors within <strong>TenCate</strong>, <strong>the</strong> SWOT<br />
analyses, risk management, <strong>the</strong> various acquisition proposals, <strong>the</strong><br />
valuation of <strong>TenCate</strong>’s balance sheet and <strong>the</strong> developments in <strong>the</strong><br />
recent acquisitions.<br />
Particular attention was devoted to developments in <strong>the</strong> various parts<br />
of <strong>the</strong> Grass group and <strong>the</strong> improved profitability of <strong>the</strong> <strong>TenCate</strong><br />
businesses in <strong>the</strong> Ne<strong>the</strong>rlands.<br />
<strong>TenCate</strong>’s financial results were discussed each quarter. The first-half<br />
figures for 2011 were discussed in <strong>the</strong> presence of <strong>the</strong> independent<br />
20<br />
Royal Ten Cate<br />
auditor, KPMG. Particular attention was devoted each quarter<br />
to <strong>TenCate</strong>’s debt, investments and working capital.<br />
O<strong>the</strong>r subjects included <strong>the</strong> budgets for 2012 and developments<br />
in government and defence budgets in <strong>the</strong> United States.<br />
The Board deliberated independently of <strong>the</strong> Executive Board on <strong>the</strong><br />
composition and performance of <strong>the</strong> Supervisory Board and <strong>the</strong><br />
performance of <strong>the</strong> Executive Board, as well as on <strong>the</strong> remuneration<br />
of <strong>the</strong> Executive Board.<br />
Board representatives also attended all consultative meetings of <strong>the</strong><br />
central works council. They participated in <strong>the</strong> discussions and took<br />
note of <strong>the</strong> activities and events within <strong>the</strong> company.<br />
CORPORATE GOVERNANCE<br />
The Supervisory Board and <strong>the</strong> Executive Board endorse <strong>the</strong> main<br />
principles of <strong>the</strong> Corporate Governance Code. The company applies this<br />
code in full. The only variations from <strong>the</strong> code within Royal Ten Cate<br />
concern primarily <strong>the</strong> size and nature of <strong>the</strong> company. These variations<br />
and <strong>the</strong> associated interpretations better reflect <strong>TenCate</strong>’s operating<br />
methods. The variations applied by <strong>TenCate</strong> can be viewed on <strong>the</strong><br />
company’s website (www.tencate.com).<br />
INDEPENDENCE<br />
All members of <strong>the</strong> Supervisory Board are independent within <strong>the</strong><br />
meaning of <strong>the</strong> best-practice provisions of <strong>the</strong> Corporate Governance<br />
Code. No <strong>TenCate</strong> shares or options are held by <strong>the</strong> members of <strong>the</strong><br />
Supervisory Board.<br />
COMPOSITION OF THE EXECUTIVE BOARD<br />
At <strong>the</strong> shareholders’ meeting of 21 April 2011, Mr B. Cornelese was<br />
appointed as CFO and as a member of <strong>the</strong> Executive Board, succeeding<br />
Mr J. Lock. We are most grateful to Mr Lock for his wide-ranging<br />
services and contribution to <strong>TenCate</strong> over <strong>the</strong> past years.<br />
COMMITTEES<br />
The Supervisory Board has two committees: <strong>the</strong> financial committee<br />
chaired by Mr E. ten Cate and <strong>the</strong> combined Remuneration, Selection<br />
and Appointments Committee chaired by Mr F. van Vught. Their task is<br />
to analyse subjects within <strong>the</strong>ir specific focal areas and to prepare<br />
decisions to be taken in <strong>the</strong> plenary meetings of <strong>the</strong> Supervisory Board.<br />
There were no changes in <strong>the</strong> composition of <strong>the</strong> committees in 2011.
FINANCIAL COMMITTEE<br />
The Financial Committee met in plenary sessions on four occasions in<br />
2011 to prepare for <strong>the</strong> discussion of <strong>the</strong> 2010 annual figures, <strong>the</strong> 2011<br />
quarterly and half-yearly figures and a number of specific subjects.<br />
Consideration was given to matters such as <strong>TenCate</strong>’s results in 2011,<br />
<strong>the</strong> budget for 2012 and <strong>the</strong> preparations for implementation of <strong>the</strong><br />
functional income statement as of 1 January 2012. The Committee also<br />
discussed <strong>the</strong> impairment test calculations, debt and working capital,<br />
<strong>the</strong> tax position particularly in <strong>the</strong> Ne<strong>the</strong>rlands, <strong>the</strong> policy with regard<br />
to <strong>the</strong> audit service, <strong>the</strong> management letter from <strong>the</strong> external auditor<br />
and <strong>the</strong> follow-up to his recommendations.<br />
COMBINED REMUNERATION, SELECTION AND APPOINTMENTS<br />
COMMITTEE<br />
The Remuneration Committee met on five occasions in 2011,<br />
considering matters such as <strong>the</strong> assessment of <strong>the</strong> current<br />
remuneration policy. A detailed analysis was carried out using external<br />
specialists with <strong>the</strong> aim of bringing <strong>the</strong> current remuneration policy<br />
for <strong>the</strong> Executive Board more into line with <strong>the</strong> remuneration market<br />
for companies of a similar type and size. In <strong>the</strong> view of <strong>the</strong><br />
Supervisory Board, this would take proper account of <strong>the</strong> quality<br />
of <strong>the</strong> performance rendered. On <strong>the</strong> basis of this analysis a new<br />
remuneration policy will be drawn up, which will be introduced in 2013<br />
after approval by <strong>the</strong> General Meeting of Shareholders.<br />
REMUNERATION REPORT<br />
The 2011 remuneration report, referring to <strong>the</strong> plan to draw up a new<br />
remuneration policy, has been posted on <strong>the</strong> company’s website.<br />
PRINCIPLES OF THE REMUNERATION POLICY<br />
The Supervisory Board of Royal Ten Cate applies a remuneration policy<br />
in respect of <strong>the</strong> company’s management, based on <strong>the</strong> following<br />
principles:<br />
◾ Remuneration of <strong>the</strong> management is aimed at attracting and<br />
retaining senior managers;<br />
◾ The remuneration policy must conform to <strong>the</strong> company’s corporate<br />
governance policy;<br />
◾ The remuneration must reflect <strong>the</strong> strategic and financial<br />
objectives and be to a large extent performance-oriented, with a<br />
good balance between short and long-term results and objectives;<br />
◾ The remuneration must not include any incentives which give rise<br />
to behaviour directed towards personal interests that conflicts<br />
with <strong>the</strong> company’s interests;<br />
◾ A scenario analysis is drawn up each year with regard to <strong>the</strong><br />
possible outcomes of <strong>the</strong> remuneration policy.<br />
The posts of CEO and CFO of Royal Ten Cate were based on Hay levels<br />
in 2011. In <strong>the</strong> case of <strong>the</strong> CEO, Hay level 30 is applied. The variable<br />
remuneration component is a maximum of 50% of <strong>the</strong> fixed annual<br />
salary. In 2011, Mr de Vries was awarded a 10% increment in his<br />
periodic remuneration and a variable salary component in respect of<br />
2010 amounting to 50% of his fixed annual salary. He was also granted<br />
60,000 options at an exercise price of € 27.38 and 10,000 shares with<br />
a <strong>value</strong> of € 26.00 per share.<br />
For <strong>the</strong> CFO, <strong>the</strong> fixed annual salary is set at Hay level 26. The variable<br />
salary component is a maximum of 40% of <strong>the</strong> fixed salary. In 2011,<br />
Mr Lock was awarded a € 20,000 increment in his periodic<br />
remuneration for <strong>the</strong> period from January to April 2011 inclusive and<br />
a variable salary component of 39% as variable remuneration in<br />
respect of 2010. He was also granted 40,000 options at an exercise<br />
price of € 27.38.<br />
The full report can be found on <strong>the</strong> website under Corporate<br />
Governance/documents.<br />
The remuneration of <strong>the</strong> Executive Board is stated in note 55.2 on<br />
page 123 of this report.<br />
The Supervisory Board wishes to express its sincere gratitude to <strong>the</strong><br />
management and employees of <strong>TenCate</strong> for <strong>the</strong>ir commitment and<br />
performance during 2011.<br />
Almelo, 28 February 2012<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 />
R. van Gelder<br />
Annual Report 2011 21
The Boards (as at 1 January 2012)<br />
EXECUTIVE BOARD<br />
L. de Vries (1951), President and Chief Executive Officer B.J.H. Cornelese (1964), Chief Financial Officer<br />
22<br />
Royal Ten Cate
SUPERVISORY BOARD<br />
J.C.M. Hovers (m, 1943) Chairman 1) 2)<br />
Commenced in office: 2008<br />
End of current term: 2012<br />
Chairman of <strong>the</strong> Supervisory Board of C1000 B.V.<br />
Chairman of <strong>the</strong> Supervisory Board of Plieger NV<br />
Chairman of <strong>the</strong> Supervisory Board of Smeva B.V.<br />
Chairman of <strong>the</strong> Supervisory Board of Teleconnect Inc<br />
Member of <strong>the</strong> Supervisory Board of Randstad Groep Nederland bv<br />
Former Chief Executive Officer of Stork NV and OCE NV<br />
P.P.A.I. Deiters (m, 1943) Deputy Chairman 2)<br />
Commenced in office: 1998<br />
End of current term: 2014<br />
Chairman of <strong>the</strong> Supervisory Board of Fashion Linq B.V., Amersfoort<br />
Member of <strong>the</strong> Supervisory Board of Tootal B.V.<br />
Consultant to <strong>the</strong> European Bank for Reconstruction and Development (EBRD)<br />
Former director of Berghaus International Fashion<br />
F.A. van Vught (m, 1950) 2*)<br />
Commenced in office: 2000<br />
End of current term: 2012<br />
High Level Policy Advisor, European Commission<br />
Chairman of European Center for Strategic Management of Universities, Brussels<br />
Chairman of <strong>the</strong> Board of Ne<strong>the</strong>rlands House for Education and Research,<br />
Brussels<br />
Chairman of <strong>the</strong> Supervisory Board of Medisch Spectrum Twente<br />
Chairman of <strong>the</strong> National Review Committee on Higher Education and Research<br />
in <strong>the</strong> Ne<strong>the</strong>rlands<br />
Member of <strong>the</strong> Supervisory Board of Rova NV<br />
Former Chairman of <strong>the</strong> Governing Board and Rector of <strong>the</strong> University of Twente<br />
1) Member of <strong>the</strong> Financial Committee.<br />
2) Member of <strong>the</strong> combined Remuneration, Selection and Appointments Committee.<br />
*) Chairman.<br />
From left to right: E. ten Cate, F.A. van Vught, J.C.M. Hovers,<br />
R. van Gelder and P.P.A.I. Deiters<br />
E. ten Cate (m, 1945) 1*)<br />
Commenced in office: 2004<br />
End of current term: 2012<br />
Director of Bank ten Cate & Cie N.V.<br />
Chairman of <strong>the</strong> Supervisory Board of Hydratec Industries N.V.<br />
Chairman of <strong>the</strong> Supervisory Board of Rijksmuseum Twen<strong>the</strong><br />
Member of <strong>the</strong> Supervisory Board of Medisch Spectrum Twente<br />
R. van Gelder BA (m, 1945) 1)<br />
Commenced in office: 2010<br />
End of current term: 2014<br />
Chairman of <strong>the</strong> Supervisory Board of Atlas Services Group NV<br />
Vice-Chairman of <strong>the</strong> Supervisory Board of SBM Offshore N.V.<br />
Member of <strong>the</strong> Supervisory Board of Heijmans N.V.<br />
Member of <strong>the</strong> Supervisory Board of Holcim Western Europe Ltd<br />
Chairman of <strong>the</strong> Association of Securities-Issuing Companies<br />
Former Chief Executive Officer of Heijmans N.V.<br />
All members of <strong>the</strong> Supervisory Board are of Dutch nationality.<br />
Annual Report 2011 23
The year 2011 saw a redoubling of<br />
strategic efforts to market worldwide<br />
<strong>the</strong> <strong>TenCate</strong> Tecasafe ® Plus product<br />
portfolio of inherently fl ame-resistant<br />
(FR) fabrics and knit fabrics for<br />
industrial protective clothing.<br />
Global demand for FR products has<br />
increased as end-users seek <strong>the</strong> most<br />
economical protection in combination<br />
with <strong>the</strong> excellent performance, comfort<br />
and quality of <strong>the</strong> FR fabrics from <strong>the</strong><br />
<strong>TenCate</strong> Tecasafe ® Plus brand.<br />
The <strong>TenCate</strong> Tecasafe ® Plus product<br />
portfolio has been successful in<br />
reaching various markets and is<br />
continually breaking new ground with<br />
new applications, particularly in new<br />
geographic markets. Emerging markets<br />
are in general open to technological and<br />
o<strong>the</strong>r innovations, and for this reason<br />
<strong>TenCate</strong> Tecasafe ® Plus has been<br />
well received in new markets in South<br />
America, Asia and Australia.<br />
PROTECTIVE FABRICS<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
Report of <strong>the</strong> Executive Board<br />
MARKET TRENDS<br />
The markets in which <strong>TenCate</strong> operates have shown steady growth<br />
over <strong>the</strong> successive economic cycles. Even in <strong>the</strong> current period,<br />
which is characterised by an economic downturn and a tightening of<br />
government budgets, <strong>the</strong> markets for <strong>TenCate</strong>’s materials have<br />
overwhelmingly shown positive growth. Revenues grew once again<br />
in 2011, reaching € 1.1 billion (organic + 12%).<br />
SAFETY AND PROTECTION<br />
The increased attention devoted to safety and protection is<br />
contributing to a favourable business climate. Innovation is one of <strong>the</strong><br />
key driving forces behind <strong>TenCate</strong>. The company is able to respond<br />
effectively to <strong>the</strong> trend towards budget tightening by developing<br />
materials which have <strong>the</strong> ancillary effect of lowering costs for endusers.<br />
Multi-risk safety fabrics are an example of this. <strong>TenCate</strong> sets<br />
itself <strong>the</strong> objective of developing product champions that can set new<br />
standards in terms of cost and performance. <strong>TenCate</strong> Defender M<br />
and <strong>TenCate</strong> Tecasafe Plus are two key examples. They generated<br />
a substantial share of <strong>the</strong> growth recorded in <strong>the</strong> 2011 reporting year.<br />
WATER MANAGEMENT AND THE ENVIRONMENT<br />
Water management and <strong>the</strong> environment are o<strong>the</strong>r important global<br />
<strong>the</strong>mes which had a positive effect on developments in <strong>the</strong> geotextiles<br />
market in 2011. The need to carry out measurements of erosion, soil<br />
deformation, subsidence in infrastructure works and monitoring<br />
of dykes is focusing more consistent attention on <strong>the</strong> <strong>TenCate</strong><br />
GeoDetect ® concept. Major projects were once again carried out<br />
in 2011 using <strong>the</strong> <strong>TenCate</strong> Geotube ® concept. Both are examples<br />
of a solution-focused system approach in <strong>the</strong> environmental and<br />
infrastructure market.<br />
Ano<strong>the</strong>r important environmental <strong>the</strong>me which should be mentioned<br />
in this context is <strong>the</strong> reduction of fuel consumption and new<br />
environmental standards (reduction in CO2 emissions) in <strong>the</strong> aviation<br />
and automotive sectors. Demand for composites rose strongly again<br />
in 2011. A revolutionary development also took place in <strong>the</strong> automotive<br />
sector, where <strong>the</strong> need for technological innovation was felt strongly<br />
as a result of future government standards on CO2 emissions.<br />
<strong>TenCate</strong> Cetex ® , <strong>the</strong> <strong>the</strong>rmoplastic composites portfolio, consequently<br />
attracted growing interest from new markets. A market assessment<br />
was initiated in 2011 and preparations were made to position <strong>TenCate</strong><br />
in <strong>the</strong>se new markets.<br />
Recyclable syn<strong>the</strong>tic turf was introduced to <strong>the</strong> sport and landscaping<br />
markets during <strong>the</strong> reporting period. GreenSource and Sports for Water<br />
opened up <strong>the</strong> possibility of purifying water – including for human<br />
consumption – by means of syn<strong>the</strong>tic turf systems. Both <strong>the</strong> Cruyff<br />
Foundation and FIFA reacted enthusiastically.<br />
VALUE CHAIN INTEGRATION IN THE INTERNATIONAL SYNTHETIC<br />
TURF MARKET<br />
In addition to <strong>the</strong> growth trends outlined above, <strong>the</strong> syn<strong>the</strong>tic turf<br />
market experienced lagging growth and a consolidation among market<br />
participants. <strong>TenCate</strong>’s policy of <strong>value</strong> chain integration, with <strong>the</strong><br />
principal aim of drawing attention to <strong>the</strong> quality and playing<br />
characteristics of syn<strong>the</strong>tic turf pitches, was continued in 2011.<br />
The market is moving into a more mature phase, in which integrated<br />
providers supply a differentiated product portfolio of systems to <strong>the</strong><br />
market. <strong>TenCate</strong> is <strong>the</strong> global market leader, working with a number<br />
of selected system providers (<strong>TenCate</strong> subsidiaries and partnerships)<br />
operating in <strong>the</strong> market on <strong>the</strong> basis of <strong>TenCate</strong> components under<br />
<strong>the</strong>ir own brand name. Since <strong>the</strong>re is a strong relationship with <strong>the</strong><br />
<strong>TenCate</strong> brand, <strong>TenCate</strong> Grass is closely involved in guaranteeing <strong>the</strong><br />
quality and performance of <strong>the</strong> supplied systems, so that end-users<br />
can be assured of <strong>the</strong> required quality level.<br />
TECHNOLOGICAL DEVELOPMENT<br />
INNOVATION<br />
On a European scale, <strong>TenCate</strong> is actively involved in determining <strong>the</strong><br />
policy on <strong>the</strong> innovation agenda as chair of <strong>the</strong> European Textiles<br />
Technology Platform. <strong>TenCate</strong> has also played an active part in <strong>the</strong><br />
creation of <strong>the</strong> top-level high-tech systems and materials sector.<br />
<strong>TenCate</strong> has also played an active role within a differentiated segment<br />
of this top-level sector in <strong>the</strong> Dutch aerospace industry. <strong>TenCate</strong> is<br />
considered to be one of <strong>the</strong> leading innovative producers of high-grade<br />
materials in <strong>the</strong> Ne<strong>the</strong>rlands. This position is <strong>the</strong> result of a consistent<br />
focus on innovation as part of <strong>the</strong> longer-term strategy.<br />
At regional level, <strong>TenCate</strong> has contributed to regional innovation policy<br />
in close cooperation with <strong>the</strong> province of Overijssel, local authorities<br />
Annual Report 2011 25
REPORT OF THE EXECUTIVE BOARD<br />
and businesses. Examples of this are <strong>the</strong> formation of AMMON<br />
(Innovation Centre for Advanced Materials Manufacturing in <strong>the</strong> East<br />
of <strong>the</strong> Ne<strong>the</strong>rlands) and <strong>the</strong> opening of OICAM (Open Innovation Centre<br />
for Advanced Materials), which focuses particularly on process<br />
innovations.<br />
<strong>TenCate</strong> devotes approximately 3% of revenues annually to innovationrelated<br />
projects. This percentage also includes development costs for<br />
future revenues, such as in <strong>the</strong> aircraft industry, which is characterised<br />
by long development times. Certain acquisitions (such as that of Xennia<br />
Technology) can also be seen as innovation-driven.<br />
Subsidies worth approximately € 2.4 million were received during <strong>the</strong><br />
reporting year. <strong>TenCate</strong>’s patent portfolio was again expanded in 2011.<br />
3D WEAVING TECHNOLOGY<br />
An important development in 2011 was <strong>the</strong> market launch of woven<br />
systems. The weaving technology enables various system functions to<br />
be combined in <strong>the</strong> top layer, <strong>the</strong>reby increasing quality without<br />
necessarily raising costs for <strong>the</strong> end-user. Progress is being made with<br />
<strong>the</strong> reuse or recycling of <strong>the</strong> pitch at <strong>the</strong> end of its economic life,<br />
which also has <strong>the</strong> effect of reducing costs. The aim is to lower <strong>the</strong><br />
cost of ownership over <strong>the</strong> economic life while improving <strong>the</strong> playing<br />
characteristics and increasing <strong>the</strong> durability of <strong>the</strong> system.<br />
INKJET TECHNOLOGY<br />
The European Digitex project was completed at <strong>the</strong> end of 2011,<br />
bringing <strong>the</strong> introduction of very durable digital finishing by means of<br />
inkjet a step closer. New, durable characteristics of technical textiles<br />
are coming within reach. At <strong>the</strong> same time it will also be possible<br />
to achieve a fundamental reduction in <strong>the</strong> water footprint of <strong>the</strong><br />
Advanced Textiles sector in <strong>the</strong> next three to five years. <strong>TenCate</strong> will<br />
also be able to achieve a sharp reduction in water treatment costs.<br />
<strong>TenCate</strong> believes that <strong>the</strong> technology positions and market <strong>the</strong>mes of<br />
safety and sustainability will continue to support <strong>the</strong> company’s<br />
growth in <strong>the</strong> longer term.<br />
26<br />
Royal Ten Cate<br />
> <strong>TenCate</strong> aims to break new ground as a<br />
result of both technological innovation<br />
and product differentiation. <<br />
L. de Vries in ‘Textiles on <strong>the</strong> Move (publication to mark<br />
150 years of De Maere, 90 years of EHTSV / Textores<br />
Magistrique and 45 years of VOET)<br />
BUY & BUILD STRATEGY<br />
The buy & build strategy involves investing in and <strong>the</strong>reby<br />
streng<strong>the</strong>ning <strong>the</strong> existing product-market-technology combinations,<br />
in combination with <strong>the</strong> complementary acquisitions.<br />
Good progress was made in improving <strong>the</strong> profitability of <strong>the</strong> Dutch<br />
operations in 2011. The main factors are a streng<strong>the</strong>ning of <strong>the</strong><br />
<strong>TenCate</strong> Protective Fabrics product portfolio and <strong>the</strong> implementation of<br />
process improvements and cost control. These have resulted in higher<br />
added <strong>value</strong> in revenues and in an increase in <strong>the</strong> production result.<br />
The strongly improved performance in aerospace composites is due<br />
to <strong>the</strong> attraction of demand in combination with improved process<br />
control.<br />
The geotextiles production site at Almelo (Ne<strong>the</strong>rlands) was<br />
transferred to <strong>TenCate</strong>’s industrial complex at Nijverdal (Ne<strong>the</strong>rlands)<br />
in 2011, <strong>the</strong>reby concentrating all of <strong>TenCate</strong>’s activities in <strong>the</strong><br />
Ne<strong>the</strong>rlands at a single site. Process improvements were also<br />
completed.<br />
ACQUISITIONS<br />
The acquisitions which took place in 2011 were predominantly focused<br />
on streng<strong>the</strong>ning <strong>the</strong> geographic and market positions. The acquisition<br />
of Emas Kiara’s geosyn<strong>the</strong>tics activities has streng<strong>the</strong>ned <strong>the</strong> market<br />
position in Malaysia and <strong>the</strong> surrounding countries.<br />
GreenFields (90%) and Hellas Construction (30%), with which <strong>TenCate</strong><br />
already had close commercial relationships, were added to <strong>the</strong><br />
downstream activities of <strong>the</strong> Grass group in line with <strong>the</strong> strategy.<br />
The acquisition of <strong>the</strong> assets of Difco gave <strong>the</strong> <strong>TenCate</strong> Protective<br />
Fabrics market group access to <strong>the</strong> Canadian market for safety fabrics,<br />
including potential customers in <strong>the</strong> defence sector.
Some assets of Osiris Inkjet Systems were acquired due to <strong>the</strong><br />
company’s bankruptcy. Osiris has an inkjet technology and patents that<br />
are complementary to those of Xennia Technology. Ano<strong>the</strong>r important<br />
factor was that Osiris employees have a combination of knowledge and<br />
experience of both inkjet and textile technology that is of interest to<br />
<strong>TenCate</strong>. As part of <strong>TenCate</strong> Protective Fabrics’ ‘factory of <strong>the</strong> future’,<br />
an analysis will be made of <strong>the</strong> useful contribution that Osiris<br />
technology can deliver. This process innovation fits in with <strong>the</strong> aim<br />
of developing a high-tech production facility which is focused on<br />
sustainability and opens up possibilities for <strong>the</strong> production of smart<br />
textiles.<br />
The acquisition of 51% of <strong>the</strong> shares of ABDS ApS at <strong>the</strong> end of 2011<br />
was important in order to achieve a rapid market launch of <strong>the</strong> <strong>TenCate</strong><br />
ABDS active blast countermeasure system (active protection of army<br />
vehicles against roadside bombs) in co-operation with army vehicle<br />
manufacturers. Although <strong>the</strong> system in itself does not fit in with<br />
<strong>TenCate</strong>’s core business as a provider of high-grade materials, <strong>the</strong><br />
technology complements <strong>the</strong> passive protection afforded by <strong>TenCate</strong><br />
armour materials. The acquisition fits in with <strong>the</strong> system approach<br />
and <strong>the</strong> solution-based philosophy. A characteristic of this strategic<br />
approach is that <strong>through</strong> its solution-focused approach to <strong>the</strong> market<br />
<strong>TenCate</strong> comes into contact with o<strong>the</strong>r/complementary technologies<br />
and companies. The respective business unit consequently takes on<br />
a new identity in <strong>the</strong> market as a solutions provider.<br />
Acquisitions as part of <strong>the</strong> growth strategy also remain important in<br />
<strong>the</strong> longer term. <strong>TenCate</strong> can <strong>the</strong>n continue to prioritise <strong>the</strong> composites<br />
market, particularly having regard to recent attention devoted to<br />
carbon fibre-reinforced plastics) in <strong>the</strong> automotive industry.<br />
Cooperation in protective fabrics<br />
<strong>TenCate</strong> and Beijing Chinamex International Investment Co. Ltd<br />
(Chinamex) in Beijing (China) have signed a memorandum of<br />
cooperation to develop <strong>the</strong> Chinese market for protective fabrics.<br />
The partners will market flame-retardant fabrics for military use,<br />
police and emergency services. China too is witnessing growing<br />
demand for personal safety and protection in <strong>the</strong> workplace and in<br />
hazardous conditions. It is important to work with local authorities<br />
when defining specifications for various risks. <strong>TenCate</strong> has<br />
developed a protective flame-retardant fabric specifically for <strong>the</strong><br />
Chinese market under <strong>the</strong> name of <strong>TenCate</strong> Fire Dragon .<br />
Annual Report 2011 27
REPORT OF THE EXECUTIVE BOARD > Financial performance<br />
FINANCIAL PERFORMANCE<br />
Analysis of 2011 results by sectors 2011 2010 Difference Organic<br />
in millions of euros<br />
NET RESULT<br />
The net result rose to € 58.7 million in 2011 (2010: € 46.0 million). That<br />
marks a record for <strong>TenCate</strong>, which was due in particular to <strong>the</strong> strong<br />
growth in <strong>the</strong> Advanced Textiles & Composites sector and in <strong>TenCate</strong><br />
Geosyn<strong>the</strong>tics. The results of <strong>the</strong> Grass group were under pressure due<br />
to an initial loss of revenues following a reorganisation in <strong>the</strong> customer<br />
portfolio.<br />
28<br />
Royal Ten Cate<br />
Of which<br />
currency<br />
Acquisition/<br />
divestment<br />
Net revenues<br />
Advanced Textiles & Composites 538.4 448.4 + 20% + 21% – 4% + 3%<br />
Geosyn<strong>the</strong>tics & Grass 525.9 469.3 + 12% + 2% – 3% + 13%<br />
O<strong>the</strong>r activities 74.5 66.8 + 12% + 13% – 1% –<br />
1,138.8 984.5 + 16% + 12% – 3% + 7%<br />
Operating result before amortisation<br />
(EBITA)<br />
Advanced Textiles & Composites 70.3 43.8 + 61% + 65% – 7% + 3%<br />
Geosyn<strong>the</strong>tics & Grass 26.3 31.4 – 16% – 7% – 7% – 2%<br />
O<strong>the</strong>r activities 5.9 9.8 – 40% – 38% – 2% –<br />
102.5 85.0 + 21% + 27% – 6% 0%<br />
Amortisation – 12.9 – 10.4<br />
Operating result (EBIT) 89.6 74.6 + 20%<br />
Net financial expenses – 11.3 – 10.0<br />
Pre-tax result 78.3 64.6 + 21%<br />
Profit tax – 18.7 – 17.9<br />
Result from ordinary operations after tax 59.6 46.7 + 28%<br />
Net result from associated companies – 1.3 – 1.3<br />
Minority interest 0.4 0.6<br />
Net result 58.7 46.0 + 28%<br />
EBITA margins 2011 2010<br />
Advanced Textiles & Composites 13.1% 9.8%<br />
Geosyn<strong>the</strong>tics & Grass 5.0% 6.7%<br />
Consolidated 9.0% 8.6%<br />
COMPOSITION OF THE COMPANY<br />
The following companies were acquired in 2011:<br />
◾ The interest in GreenFields was increased from 32% to 90% in<br />
February 2011. GreenFields is a worldwide marketing organisation<br />
in <strong>the</strong> syn<strong>the</strong>tic turf segment.<br />
◾ Emas Kiara Industries Berhad was acquired in March 2011 by<br />
means of an asset deal. The company is a full-line producer of<br />
a wide range of geosyn<strong>the</strong>tic products and solutions focusing<br />
primarily on <strong>the</strong> Asian market.<br />
◾ In May 2011, a 30% minority interest was acquired in Hellas<br />
Construction, a US syn<strong>the</strong>tic turf production and marketing<br />
organisation.
◾ In June 2011, <strong>the</strong> activities of Difco, a Canadian technical textile<br />
organisation, were acquired and integrated into <strong>the</strong> US <strong>TenCate</strong><br />
Protective Fabrics organisation.<br />
◾ In November 2011, a 51% majority interest was acquired in<br />
ABDS ApS. The remaining 49% was acquired in January 2012.<br />
REVENUES<br />
Net revenues increased in 2011 by 16%, including an organic rise of<br />
12%. The streng<strong>the</strong>ning of <strong>the</strong> euro against <strong>the</strong> US dollar produced a<br />
3% negative currency effect. The aforementioned acquisitions in 2011<br />
and those completed in 2010 led to an acquisition effect of 7% on<br />
revenues.<br />
Revenue growth in <strong>the</strong> Advanced Textiles & Composites sector<br />
amounted to 20%, including an organic rise of 21%. The currency<br />
effect and <strong>the</strong> effect of acquisitions / divestments amounted to – 4%<br />
and + 3% respectively. The following activities contributed to this rise:<br />
◾ In <strong>the</strong> United States, <strong>TenCate</strong> Protective Fabrics generated record<br />
revenues from <strong>TenCate</strong> DefenderTM M and developed a new<br />
product champion in <strong>TenCate</strong> Tecasafe ® Plus;<br />
◾ In Europe and Asia, <strong>TenCate</strong> Protective Fabrics recorded growth<br />
in protective and safety fabrics;<br />
◾ Organic growth in Aerospace & Armour amounted to 14%, driven<br />
by a rise in aerospace revenues in Europe and <strong>the</strong> United States<br />
and by growth in <strong>the</strong> armour business in Europe.<br />
The revenues of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector grew organically<br />
by 2% to € 525.9 million. The currency effect and <strong>the</strong> effect of<br />
acquisitions/divestments amounted to – 3% and + 13% respectively.<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics grew by 13% and 14% respectively in <strong>the</strong><br />
United States and Europe, driven by infrastructure projects and<br />
growth of market share;<br />
◾ The acquisition of Emas Kiara caused revenues to leap by 31%<br />
in Asia;<br />
◾ The revenue growth of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector was<br />
due entirely to <strong>the</strong> <strong>TenCate</strong> Geosyn<strong>the</strong>tics market group and <strong>the</strong><br />
acquisition of GreenFields.<br />
In <strong>the</strong> O<strong>the</strong>r Activities sector (growth 12%, including 13% organic),<br />
<strong>TenCate</strong> Enbi showed a slight decrease in revenues as a result of lower<br />
sales in <strong>the</strong> US, while Xennia Technology recorded substantial revenue<br />
growth.<br />
OPERATING RESULT BEFORE AMORTISATION<br />
The operating result before amortisation (EBITA) increased by 21%<br />
to € 102.5 million.<br />
In <strong>the</strong> Advanced Textiles & Composites sector, EBITA grew by 61%,<br />
including a 65% organic rise and a – 7% decrease due to currency<br />
effects. There was also a small acquisition effect (+ 3%).<br />
◾ <strong>TenCate</strong> Protective Fabrics USA streng<strong>the</strong>ned its position with<br />
<strong>the</strong> US Army and expanded its market share in various industrial<br />
markets;<br />
<strong>TenCate</strong> organises international conference<br />
on protection of military personnel<br />
<strong>TenCate</strong> Advanced Armour and <strong>TenCate</strong> Protective Fabrics<br />
organised an international conference in London in May 2011 on<br />
<strong>the</strong> protection of military personnel in current and future conflicts.<br />
<strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong> Advanced Armour<br />
develop and produce materials for <strong>the</strong> safety and protection of<br />
personnel and materiel. Defence ministries are <strong>the</strong> buyers and<br />
end-users of protective equipment. Cooperation with defence<br />
ministries, <strong>the</strong> defence industry and knowledge institutions is<br />
vital for <strong>the</strong> development of protection solutions. Former NATO<br />
Secretary General Jaap de Hoop Scheffer, a member of <strong>TenCate</strong>’s<br />
International Advisory Board, was one of <strong>the</strong> speakers at <strong>the</strong><br />
conference.<br />
Annual Report 2011 29
REPORT OF THE EXECUTIVE BOARD > Financial performance<br />
◾ <strong>TenCate</strong> Protective Fabrics Europe achieved a positive result due<br />
to strong cost reduction combined with revenue growth;<br />
◾ At Aerospace & Armour in Europe, <strong>the</strong> growth in revenues<br />
combined with cost control resulted in a growing contribution<br />
to earnings;<br />
◾ Aerospace & Armour in <strong>the</strong> United States once again made a<br />
significant contribution to earnings, driven by <strong>the</strong> aerospace<br />
composite activities.<br />
EBITA in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector declined by – 16%,<br />
including a – 7% organic decrease and a – 7% decrease due to<br />
currency effects. The – 2% acquisition effect was due to <strong>the</strong><br />
consolidation of TigerTurf and GreenFields. Substantial growth in <strong>the</strong><br />
Geosyn<strong>the</strong>tics division was offset by a decrease in earnings from<br />
<strong>TenCate</strong> Grass.<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics in <strong>the</strong> United States took advantage of<br />
government investments in infrastructure and increasing exports<br />
to Central and South America;<br />
◾ At <strong>TenCate</strong> Geosyn<strong>the</strong>tics in Europe, revenue growth and cost<br />
control led to a doubling of <strong>the</strong> result;<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics in Asia achieved higher earnings due to <strong>the</strong><br />
larger market share following <strong>the</strong> acquisition of Emas Kiara;<br />
◾ The EBITA of <strong>the</strong> Grass group fell sharply as a result of<br />
repositioning within <strong>the</strong> customer base.<br />
The O<strong>the</strong>r Activities sector recorded a positive EBITA of € 5.9 million.<br />
This represents a decrease compared to 2010. <strong>TenCate</strong> Enbi showed a<br />
slight decrease in its operating result. Xennia Technology also recorded<br />
a lower operating result, on substantially higher revenues, partly due<br />
to development and patent costs.<br />
30<br />
Royal Ten Cate<br />
RAW MATERIAL COSTS<br />
PE price development in € / kg PP price development in $ / lb<br />
1.8<br />
1.6<br />
1.4<br />
1.2<br />
1.0<br />
0.8<br />
0.6<br />
0.4<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
Raw material costs as a percentage of revenues including inventory<br />
movements remained constant at 50% of revenues. Higher purchasing<br />
costs for <strong>the</strong> main raw materials were passed onto <strong>the</strong> market after a<br />
time lag.<br />
PERSONNEL COSTS<br />
Personnel costs as a percentage of revenues decreased from 19% to<br />
18%. The increase in production and revenues (+ 16%) was absorbed<br />
partly by a moderate increase in in-house personnel (costs + 8%) and<br />
partly by a larger number of temporary personnel (costs + 39%).<br />
The average in-house staff count increased by 8% (+ 310 FTEs).<br />
The increase was caused by higher production volumes at Advanced<br />
Textiles & Composites and <strong>the</strong> acquisition in Geosyn<strong>the</strong>tics (Emas<br />
Kiara).<br />
The average costs per member of personnel remained unchanged at<br />
€ 43,000. Revenues per member of personnel increased from € 225,400<br />
to € 237,400 (+ 5%).<br />
TAXES<br />
The tax rate decreased from 27.7% to 23.9%. The fiscal position<br />
improved due to <strong>the</strong> generation of profit in <strong>the</strong> Ne<strong>the</strong>rlands, more<br />
evenly spread profit across <strong>the</strong> countries and non-recurring tax<br />
benefits, particularly investment benefits in Asia.<br />
1.1<br />
1.0<br />
0.9<br />
0.8<br />
0.7<br />
0.6<br />
0.5<br />
0.4<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
◾ 2010<br />
◾ 2011
In developing solutions, managers<br />
start with a desired outcome for<br />
a customer – an outcome that could<br />
encompass a range of needs. <<br />
Nathaniel W. Foote, Jay Galbraith, Quentin Hope, Danny<br />
Miller in McKinsey Quarterly # 3, 2001.<br />
WORKING CAPITAL<br />
The working capital increased in 2011 compared to 2010 as a result<br />
of fur<strong>the</strong>r growth in <strong>the</strong> Advanced Textiles & Composites sector and<br />
<strong>the</strong> Geosyn<strong>the</strong>tics market group.<br />
in millions of euros<br />
Balance at end of<br />
2011 days 2010 days<br />
previous year 223.9 82 157.0 67<br />
Acquisitions/divestments<br />
Organic increase/<br />
2.6 9.3<br />
decrease<br />
Exchange rate<br />
42.1 47.9<br />
differences<br />
Balance at<br />
8.5 9.7<br />
end of year 277.1 88 223.9 82<br />
INVESTMENTS<br />
Investments were again restrained in 2011.<br />
in millions of euros 2011 2010<br />
Tangible fixed assets 21.3 16.2<br />
Development costs and o<strong>the</strong>r intangible assets 4.4 5.1<br />
25.7 21.3<br />
The corresponding depreciation amounted to € 35.0 million<br />
(2010: € 34.5 million) and amortisation amounted to € 12.9 million<br />
(2010: € 10.4 million).<br />
The main investment projects in 2011 were:<br />
Ten Cate Thiolon bv NL grass texturing machine<br />
Ten Cate Thiolon inc USA grass texturing machine<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics upgrade of non-woven line<br />
Xennia Technology various development projects<br />
CASH FLOWS AND FINANCING<br />
Due to <strong>the</strong> improvement in <strong>the</strong> result, <strong>the</strong> cash flow initially increased<br />
strongly. The detrimental effect of <strong>the</strong> positive cash flow from<br />
operating activities was used for investments in assets and<br />
acquisitions / divestments.<br />
in millions of euros 2011 2010<br />
Result after tax 58.3 45.4<br />
Depreciation 35.0 34.5<br />
Amortisation 12.9 10.4<br />
O<strong>the</strong>r items, mainly tax accrual<br />
Cash flow before increase/reduction<br />
22.2 24.3<br />
in working capital 128.4 114.6<br />
Increase/reduction in working capital – 46.4 – 59.5<br />
Interest/taxes paid – 32.7 – 26.0<br />
Cash flow from operating activities 49.3 29.1<br />
Investments – 25.7 – 21.3<br />
Divestments 3.4 0.9<br />
Acquisitions/participating interests – 34.8 – 24.7<br />
O<strong>the</strong>r items<br />
Cash flow from operating<br />
– 0.7 – 2.0<br />
and investing activities – 8.5 – 18.0<br />
The ratio of net interest-bearing debt to EBITDA (bank definition) was<br />
2.12 at <strong>the</strong> end of 2011 (covenant = maximum 3.0). Group equity<br />
amounted to € 469.5 million with a solvency ratio of 46.8%.<br />
Annual Report 2011 31
VALUE CHAINS SECTOR ADVANCED TEXTILES & COMPOSITES<br />
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ADVANCED TEXTILES & COMPOSITES<br />
KEY FIGURES<br />
Advanced Textiles & Composites 2011 2010 2009 2008 2007<br />
in millions of euros unless stated o<strong>the</strong>rwise<br />
Revenues 538.4 448.4 397.3 481.0 350.3<br />
Operating result before amortisation (EBITA) 70.3 43.8 31.7 61.5 40.2<br />
EBITA margin (%) 13.1 9.8 8.0 12.8 11.5<br />
Operating result (EBIT) 64.7 38.6 27.0 52.9 38.7<br />
Investments 8.3 4.5 4.2 11.7 17.0<br />
Depreciation and amortisation 15.3 15.2 14.2 17.6 10.8<br />
Net capital employed 314.3 281.7 234.0 286.4 197.6<br />
Staff years at year-end 1,582 1,519 1,340 1,651 1,238<br />
EBITA as percentage of average net capital employed 23.6 16.7 12.0 22.9 22.6<br />
ACTIVITIES<br />
The Advanced Textiles & Composites sector consists of <strong>the</strong> following<br />
market groups<br />
◾ <strong>TenCate</strong> Protective Fabrics and<br />
<strong>TenCate</strong> Outdoor Fabrics<br />
Safety fabrics for a range of professional groups, as well<br />
as protective fabrics for outdoor applications.<br />
◾ <strong>TenCate</strong> Space & Aerospace Composites<br />
<strong>TenCate</strong> Industrial Composites<br />
<strong>TenCate</strong> Advanced Armour<br />
Composites including lightweight materials for aerospace<br />
and industrial applications; antiballistic materials for personal<br />
protection and vehicle armour.<br />
BUSINESS MODEL OF THE PROTECTIVE FABRICS MARKET<br />
GROUP<br />
END-USER MARKETING INNOVATION<br />
End-user marketing based on <strong>value</strong><br />
<strong>proposition</strong> (cost of ownership)<br />
Brand management<br />
Risk awareness / safe society<br />
Partnerships in emerging markets<br />
Inkjet technology / sustainable factory<br />
of <strong>the</strong> future<br />
Smart textiles<br />
Effective use of internal knowledge<br />
(social innovation)<br />
Patents<br />
PRODUCT DIFFERENTIATION COST LEADERSHIP<br />
Worldwide market position, with local<br />
product adaptations to local specifications<br />
Fabrics based on fibre blends and coated /<br />
finished fabrics (product champions:<br />
distinctive in cost and quality-performance<br />
ratio)<br />
Co-makership, products tailored to specific<br />
needs<br />
Internal production combined with<br />
outsourcing delivers flexibility<br />
Economies of scale<br />
Process innovation<br />
Cost control<br />
REVENUES AND RESULTS<br />
The Advanced Textiles & Composites sector recorded a 20% increase<br />
in revenues to € 538.4 million in 2011 (2010: € 448.4 million).<br />
The increase in revenues resulted mainly from <strong>the</strong> strong developments<br />
in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics market group and <strong>the</strong> <strong>TenCate</strong> Space<br />
& Aerospace Composites market group.<br />
BUSINESS MODEL OF THE SPACE & AEROSPACE<br />
COMPOSITES AND ADVANCED ARMOUR MARKET GROUPS<br />
END-USER MARKETING INNOVATION<br />
Access to market participants and partnerships<br />
with OEM relationships in market<br />
phase of <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />
countermeasure system<br />
Independence of fibre suppliers, solutionfocused<br />
approach<br />
Reputation and qualifications of renowned<br />
Market participants<br />
Development of new application areas,<br />
particularly for <strong>the</strong>rmoplastic composites<br />
Developments in unidirectional (UD) tape<br />
technology<br />
Development of <strong>the</strong> <strong>value</strong> chain particularly<br />
in automotive applications for <strong>the</strong>rmoplastic<br />
composites<br />
<strong>TenCate</strong> ABDS active blast countermeasure<br />
system<br />
(Open) innovation <strong>through</strong> partnerships<br />
(TAPAS, TPRC, AMRC)<br />
Qualifications for future programmes<br />
Process innovations for processing of<br />
composites<br />
PRODUCT DIFFERENTIATION COST LEADERSHIP<br />
Increased efficiency in production<br />
Economies of scale<br />
Outsourcing and partnerships<br />
Development of low-cost solutions<br />
(industrial markets)<br />
Annual Report 2011 33
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
The <strong>TenCate</strong> Protective Fabrics market group had an excellent year<br />
with strong growth in both flame-resistant fabrics for US Army<br />
uniforms (<strong>TenCate</strong> Defender M) and safety fabrics (<strong>TenCate</strong><br />
TecaSafe Plus) in <strong>the</strong> industrial market. The <strong>TenCate</strong> Space<br />
& Aerospace Composites market group saw increased demand for<br />
aerospace composites (Airbus, Boeing). There were also positive<br />
developments in relations with o<strong>the</strong>r aircraft manufacturers.<br />
The armour composites market in <strong>the</strong> United States was sluggish.<br />
The Advanced Armour market group achieved slight revenue growth.<br />
The order position in Europe showed a positive trend, leading to an<br />
increase in revenues in <strong>the</strong> whole vehicle armour business in Europe.<br />
<strong>TenCate</strong> Tecasafe ® Plus advances<br />
strongly in <strong>the</strong> United States<br />
Since its launch in <strong>the</strong> United States in 2008, <strong>TenCate</strong> Tecasafe ®<br />
Plus has become <strong>the</strong> most cost-effective and innovative inherently<br />
flame-retardant solution in <strong>the</strong> industrial safety market. <strong>TenCate</strong><br />
Tecasafe ® Plus offers a longer service life at lower cost, greater<br />
comfort and better flame protection than industrial flame-retardant<br />
fabrics from o<strong>the</strong>r suppliers. The protection cannot wash out or<br />
wear off. That makes it an excellent <strong>value</strong> <strong>proposition</strong> for ready-<br />
to-wear clothing manufacturers, industrial laundries and end-users.<br />
<strong>TenCate</strong> Protective Fabrics USA has expanded its production<br />
capacity to meet <strong>the</strong> growing global demand for <strong>TenCate</strong> Tecasafe ®<br />
Plus.<br />
34<br />
Royal Ten Cate<br />
<strong>TenCate</strong>’s activities are increasingly moving towards systems that are<br />
integrated into vehicles (‘survivability systems’). The project-linked<br />
nature of revenues is an inherent feature of this market. Demand for<br />
composite materials in sectors o<strong>the</strong>r than aerospace and armour<br />
markets increased; <strong>the</strong> automotive sector in particular is an important<br />
potential growth area.<br />
The operating result before amortisation of intangible fixed assets<br />
rose by 61% to € 70.3 million (2010: € 43.8 million). The currency effect<br />
amounted to – 7%. The EBITA margin rose to 13.1% (2010: 9.8%).<br />
The growth of <strong>the</strong> aerospace market had a positive impact on <strong>the</strong><br />
utilisation rate of Dutch production capacity, contributing to <strong>the</strong> strong<br />
profit improvement in <strong>the</strong> sector.<br />
TENCATE PROTECTIVE FABRICS AND TENCATE OUTDOOR<br />
FABRICS<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> Protective Fabrics is <strong>the</strong> market leader in America and Europe<br />
in <strong>the</strong> field of protective fabrics. The constantly widening product<br />
portfolio is now being marketed worldwide. <strong>TenCate</strong> focuses on<br />
four markets:<br />
◾ defence and police<br />
◾ industrial safety, firefighting and emergency response<br />
◾ services, such as healthcare<br />
◾ industry.<br />
The products offer protection against a range of risks in <strong>the</strong> workplace,<br />
for example from chemicals, fire and static electricity. <strong>TenCate</strong> has<br />
acquired leading positions in various segments of this market, for<br />
which specific concepts have been or are being developed. <strong>TenCate</strong><br />
Defender M materials are <strong>the</strong> most significant of <strong>the</strong>se.<br />
The market for professional wear and work clothing is highly regulated,<br />
with governments enacting labour legislation specifying safety<br />
standards in certain risk areas. <strong>TenCate</strong> customers are ready-to-wear<br />
clothing producers and industrial clothing laundries offering a full<br />
range of services for end-users. <strong>TenCate</strong> focuses on industrial markets,<br />
firefighting, emergency services and <strong>the</strong> healthcare sector.<br />
New products, such as <strong>TenCate</strong> Tecasafe Plus for <strong>the</strong> American and<br />
Asian markets in particular, are playing an important role in <strong>the</strong><br />
continuing market development, both domestically and internationally.<br />
The concepts developed by <strong>TenCate</strong> for <strong>the</strong>se markets are very
promising, as <strong>the</strong> products are ideally positioned, with <strong>TenCate</strong><br />
combining four essential characteristics: affordability, comfort,<br />
protection and long service life.<br />
Defence applications are a highly successful development. <strong>TenCate</strong><br />
Defender M is considered to be <strong>the</strong> US standard for uniforms with<br />
flame-resistant protection. As a result, this product is one of <strong>the</strong> major<br />
pillars underpinning <strong>TenCate</strong>’s strong growth in defence markets at<br />
home and abroad. As part of <strong>TenCate</strong> Protective Fabrics, <strong>the</strong> <strong>TenCate</strong><br />
Defense & Tactical business unit on <strong>the</strong> one hand responds to <strong>the</strong><br />
principle of end-user marketing with <strong>the</strong> <strong>TenCate</strong> Defender M<br />
platform (<strong>the</strong> development of specifications in close co-operation with<br />
various end-users) and on <strong>the</strong> o<strong>the</strong>r hand serves as a vehicle for <strong>the</strong><br />
development of a worldwide sales strategy. This strategy is focused on<br />
expansion both in geographic terms and with regard to o<strong>the</strong>r defence<br />
applications (product differentiation).<br />
<strong>TenCate</strong>’s positioning is supported by an industrial branding policy<br />
based mainly on <strong>the</strong> quality and functionality of high-grade protection.<br />
<strong>TenCate</strong> supplies unique solution-focused concepts (systems). These<br />
have proved successful in use with <strong>the</strong> US Army.<br />
<strong>TenCate</strong> has a broad technological base and access to <strong>the</strong> worldwide<br />
commodities market as a result of its long-term focus as a global<br />
player on this niche market. In addition to activities and strong market<br />
positions in <strong>the</strong> US and Europe, <strong>TenCate</strong> has established a joint venture<br />
in Thailand for <strong>the</strong> production of safety fabrics for <strong>the</strong> Asian market<br />
and for fur<strong>the</strong>r development in this region. In 2011, <strong>the</strong> strategic efforts<br />
were scaled up to market <strong>the</strong> <strong>TenCate</strong> Tecasafe ® Plus product portfolio<br />
worldwide. Global demand for <strong>TenCate</strong> Tecasafe ® Plus is growing.<br />
Various steps have been taken to respond to this growth, including an<br />
increase number of variants in <strong>the</strong> collection. End-users want <strong>the</strong> most<br />
economical protection combined with <strong>the</strong> excellent performance,<br />
comfort and quality of <strong>the</strong> fabrics. <strong>TenCate</strong> Tecasafe ® Plus has become<br />
<strong>the</strong> preferred fabric on many continents. <strong>TenCate</strong> Tecasafe Plus ® has<br />
also been well received in various new markets, such as South<br />
America, Asia and Australia. The increased service level is a key point.<br />
In order to meet <strong>the</strong> demand for superior flame-retardant fabrics in<br />
South-East Asia, <strong>TenCate</strong> has built up inventories to ensure that <strong>the</strong><br />
product is immediately available. <strong>TenCate</strong> has also stationed additional<br />
personnel in Asia to guarantee a high level of customer attention.<br />
SUSTAINABILITY<br />
<strong>TenCate</strong> Protective Fabrics endeavours on <strong>the</strong> one hand to make target<br />
groups aware of protection concepts and multi-risk solutions and on<br />
<strong>the</strong> o<strong>the</strong>r hand to influence standards and specifications in order to<br />
offer end-users <strong>the</strong> utmost security and protection. The market group<br />
regularly works closely with international customers in <strong>the</strong> chain<br />
(including in <strong>the</strong> laundry sector) and with industry organisations, with<br />
<strong>the</strong> aim of reducing <strong>the</strong> impact on <strong>the</strong> chain. This can be achieved<br />
by means of technological innovations and R&D projects, <strong>the</strong>reby<br />
increasing <strong>TenCate</strong>’s involvement in <strong>the</strong> setting of specifications in<br />
tenders. That is being done successfully with customers in sectors<br />
such as <strong>the</strong> petrochemical industry and <strong>the</strong> firefighting market. In<br />
defence organisations, a focus is on personal protection of military<br />
personnel to prevent burns and serious fire injuries and high social<br />
costs for rehabilitation and o<strong>the</strong>r measures (social interest).<br />
GENERAL PERFORMANCE<br />
The main contribution to <strong>the</strong> strong revenue growth in 2011 came from<br />
<strong>the</strong> <strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe ® Plus products.<br />
The markets developed favourably for both product groups, including<br />
outside <strong>the</strong> United States and Europe. The foundation for this was<br />
expanded during <strong>the</strong> reporting year. A positive factor was that <strong>the</strong><br />
exemption from import restrictions for <strong>the</strong> United States (Berry<br />
Amendment) for foreign fibres was extended to 2015 at <strong>the</strong> beginning<br />
of 2011. This exemption became permanent at <strong>the</strong> end of 2011.<br />
In <strong>the</strong> United States and Canada, <strong>the</strong> market position and production<br />
activities were expanded with <strong>the</strong> acquisition of <strong>the</strong> assets of Difco<br />
Performance Fabrics in Montreal (Quebec, Canada) in <strong>the</strong> second<br />
quarter of <strong>the</strong> financial year.<br />
<strong>TenCate</strong> generally witnessed strong interest in new concepts relating<br />
to fire-resistant fabrics in 2011. <strong>TenCate</strong> Tecasafe Plus and <strong>TenCate</strong><br />
Defender M are based on fibre blends to meet <strong>the</strong> precise<br />
specifications of customer groups. The <strong>value</strong> <strong>proposition</strong> lies primarily<br />
in <strong>the</strong> combination of unrivalled performance, optimum wearing<br />
comfort and economic prices compared to products based on<br />
100% aramid fibres traditionally used in many markets. Toge<strong>the</strong>r<br />
with <strong>TenCate</strong> Defender M, <strong>the</strong> <strong>TenCate</strong> Tecasafe ® and <strong>TenCate</strong><br />
Tecashield ® ranges make up a complete portfolio of multi-risk<br />
safety fabrics for emergency response and defence applications.<br />
Annual Report 2011 35
In addition to composite for <strong>the</strong> tailpiece<br />
and elevator, <strong>TenCate</strong> Advanced<br />
Composites also supplies composite<br />
for <strong>the</strong> fl oor components in <strong>the</strong><br />
Gulfstream G650. Fokker Aerostructures<br />
incorporates <strong>the</strong> <strong>TenCate</strong> Cetex ®<br />
laminate into two fl oor types: nonpressure<br />
fl oors that must be able to<br />
bear an average shear load of freight,<br />
passengers and crew in parts of <strong>the</strong><br />
cargo hold, <strong>the</strong> cabin and <strong>the</strong> cockpit.<br />
And pressure fl oors that are subject to<br />
high pressure and low temperatures<br />
during <strong>the</strong> fl ight, as part of <strong>the</strong> primary<br />
structure of <strong>the</strong> aircraft.<br />
The fl oor components provide<br />
structural performance and, thanks<br />
to <strong>the</strong> toughness of <strong>the</strong> laminate,<br />
great resistance to damage. Yet this<br />
composite material from <strong>TenCate</strong> is also<br />
attractively priced due to cost-effi cient<br />
processing, such as <strong>the</strong>rmofolding<br />
edges and welding inserts. The nonpressure<br />
fl oor components demand<br />
both lightweight material and great<br />
impact strength against damage.<br />
Preservation of <strong>the</strong> tensile strength of<br />
<strong>the</strong> <strong>the</strong>rmoplastic fl oor panels is much<br />
greater than that of traditional metals<br />
and even of <strong>the</strong>rmoset composites.<br />
AEROSPACE COMPOSITES<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
<strong>TenCate</strong> Tecasafe Plus has built up such brand awareness that it now<br />
occupies a leading position in <strong>the</strong> global market for industrial safety<br />
fabrics. In <strong>the</strong> case of <strong>TenCate</strong> Defender M, at least ten wearing trials<br />
have been conducted among large army units outside <strong>the</strong> United<br />
States. Decision-making processes in defence markets on <strong>the</strong><br />
acquisition of new material also involve <strong>the</strong> setting of ultimate<br />
specifications and are related to government budgets. Never<strong>the</strong>less,<br />
<strong>the</strong> United States will remain by far <strong>the</strong> most important defence<br />
market in <strong>the</strong> near future, despite expected budget cuts by <strong>the</strong><br />
US defence ministry.<br />
The use of <strong>TenCate</strong> Defender M in products for police and firefighters,<br />
as well as industrial applications, will also lead to an increase in<br />
revenues. Although <strong>the</strong> number of US military personnel deployed in<br />
Iraq and Afghanistan is decreasing, <strong>the</strong>re is gradual growth in o<strong>the</strong>r<br />
armies and a wider geographic spread of revenues. This is illustrated<br />
among o<strong>the</strong>r things by <strong>the</strong> developments below in 2011.<br />
One of <strong>the</strong> orders, in this case in <strong>the</strong> defence sector, was from <strong>the</strong><br />
Italian producer Aero Sekur for <strong>the</strong> supply of inherently flame-resistant<br />
<strong>TenCate</strong> Defender M fabrics for <strong>the</strong> Italian Soldier of <strong>the</strong> Future<br />
programme. The aim of this programme is to modernise <strong>the</strong> equipment<br />
of Italian infantry soldiers. This order is an important benchmark.<br />
All NATO countries have a Soldier of <strong>the</strong> Future programme. Flameresistant<br />
clothing is expected to play a significant role in future<br />
tenders.<br />
Since May 2011, <strong>TenCate</strong> has been involved in extensive wearing trials<br />
conducted by <strong>the</strong> Australian Defence Force in Afghanistan. <strong>TenCate</strong><br />
Protective Fabrics USA has supplied <strong>the</strong> <strong>TenCate</strong> Defender M fabric<br />
for this purpose. The uniforms are printed with <strong>the</strong> Multi Cam ®<br />
camouflage pattern. An new order was also received for <strong>TenCate</strong><br />
Defender M in November for 10,000 additional uniforms as part of an<br />
ongoing wearing trial of army uniforms by <strong>the</strong> Australian armed forces.<br />
In September, <strong>TenCate</strong> signed a memorandum of cooperation with<br />
Beijing Chinamex International Investment (Chinamex) to develop <strong>the</strong><br />
Chinese market for protective fabrics. The partners aim to market<br />
flame-retardant (FR) products for uniforms for <strong>the</strong> police and<br />
emergency services.<br />
<strong>TenCate</strong> has also signed a co-operation agreement with Samil Spinning<br />
in Seoul, South Korea. The partners aim to expand <strong>the</strong> <strong>TenCate</strong><br />
Defender M product portfolio in <strong>the</strong> South Korean army and police<br />
market.<br />
At <strong>the</strong> beginning of <strong>the</strong> fourth quarter, <strong>TenCate</strong> Defense & Tactical<br />
received a major order from <strong>the</strong> US Army for new <strong>TenCate</strong> Defender M fabrics. These have been specifically designed to meet new enduser<br />
requirements for improved performance in military pants. The new<br />
fabrics, including <strong>TenCate</strong> Defender M stretch, are intended to<br />
improve comfort and durability. Two new contracts were also awarded<br />
for <strong>the</strong> purchase of <strong>the</strong> Army Combat Pant (ACP).<br />
In North America, <strong>TenCate</strong> is also supplying flame-resistant fabrics for<br />
two successful tenders in <strong>the</strong> Canadian military market. The first is<br />
being used by <strong>the</strong> Canadian Air Force. The second concerns <strong>TenCate</strong><br />
Campshield FR interior fabric for use in tents for all Canadian army<br />
units.<br />
The firefighting market in <strong>the</strong> US, <strong>the</strong> second important market,<br />
remained sluggish in 2011 due to budget cuts among local authorities.<br />
<strong>TenCate</strong> is never<strong>the</strong>less ideally positioned to respond to changing<br />
market demand, due to <strong>the</strong> increasing need for cheaper and better<br />
solutions, such as <strong>the</strong> use of <strong>TenCate</strong> Defender M in firefighters’<br />
protective clothing. This product has patented, inherently flameresistant<br />
characteristics which will not wash out or wear off and it is<br />
ideal for use as a <strong>the</strong>rmal lining for firefighters’ protective clothing.<br />
There is also an increasing focus on <strong>the</strong> firefighting market outside<br />
<strong>the</strong> US.<br />
<strong>TenCate</strong> Outdoor Fabrics experienced a stable revenue trend in 2011<br />
and thus retained its leading position in a mature market for inherently<br />
flame-resistant fabrics.<br />
<strong>TenCate</strong> Protective Fabrics and Xennia Technology made joint progress<br />
with digital textile finishing in 2011. Initial production is due to start at<br />
Nijverdal during <strong>the</strong> current year. This is an innovative way to print<br />
and/or finish technical textiles efficiently and to a very high standard,<br />
allowing improvements to existing products and <strong>the</strong> development of<br />
new products with new functionalities.<br />
Annual Report 2011 37
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
OUTLOOK FOR TENCATE PROTECTIVE FABRICS<br />
2012 will not be comparable to 2011, because total annual sales to <strong>the</strong><br />
US Army are expected to decrease. There will also be a different<br />
breakdown of sales over <strong>the</strong> quarters in view of <strong>the</strong> project-based<br />
nature of <strong>the</strong> markets. Never<strong>the</strong>less, <strong>the</strong> focus in <strong>the</strong> US on possible<br />
foreign conflict zones and terrorism remains strong, with a great deal<br />
of attention paid to personal protection. The same applies to o<strong>the</strong>r<br />
army units. <strong>TenCate</strong> will devote full attention to new markets and<br />
geographic areas in which <strong>the</strong> company has yet to build up any<br />
substantial positions, such as Asia, South America, China and India.<br />
<strong>TenCate</strong> has an excellent basis for this. Continuing market and product<br />
development is expected to deliver long-term growth in protective<br />
fabrics worldwide.<br />
Protection solutions in 3D video clip<br />
<strong>TenCate</strong> Protective Fabrics has developed a 3D video clip to<br />
illustrate one of <strong>the</strong> protection solutions it provides for firefighters.<br />
<strong>TenCate</strong> Protective Fabrics has developed <strong>TenCate</strong> Tecasystem <br />
– Millenia ® 450 for <strong>the</strong> protective clothing worn by firefighters.<br />
This is a multilayered system that provides protection and enables<br />
a firefighter’s suit to be produced with a weight of just 2.5 kilos.<br />
The system is extremely comfortable to wear, with an optimum<br />
composition of <strong>the</strong> different layers. The clip can be viewed on <strong>the</strong><br />
<strong>TenCate</strong> Protective Fabrics website and on YouTube.<br />
38<br />
Royal Ten Cate<br />
TENCATE SPACE & AEROSPACE AND INDUSTRIAL<br />
COMPOSITES AND TENCATE ADVANCED ARMOUR<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is one of <strong>the</strong> leading companies in <strong>the</strong> field of armour<br />
materials for vehicle armour (armour composites) and space and<br />
aerospace composites. <strong>TenCate</strong> also focuses increasingly on special<br />
industrial and o<strong>the</strong>r applications for composites, for example in <strong>the</strong><br />
automotive industry and <strong>the</strong> energy sector. These are composite<br />
materials and compounds which replace steel, titanium and aluminium,<br />
make a major contribution to weight saving and have better functional<br />
characteristics.<br />
<strong>TenCate</strong>’s strategy is aimed mainly at securing a leading technological<br />
position, developing material science, knowledge of production<br />
processes in <strong>the</strong> industrial chain and direct access to end-markets and<br />
OEMs (original equipment manufacturers), partly on <strong>the</strong> basis of<br />
integrated concepts and systems. Qualifications are crucially important<br />
in order to operate in future systems programmes in <strong>the</strong>se markets.<br />
At present, <strong>the</strong> largest proportion of sales of composites is related to<br />
ballistic protection (armour composites), although space and aerospace<br />
applications are increasing in terms of relative importance. <strong>TenCate</strong><br />
Advanced Armour provides an integrated solution for protection<br />
against <strong>the</strong> consequences of roadside bombs and <strong>the</strong> associated<br />
pressure wave, fragments and flames.<br />
<strong>TenCate</strong> Advanced Armour is <strong>the</strong> global market leader in (complex)<br />
concepts for vehicle armour. These increasingly have to be supplied<br />
on an integrated basis. That requires <strong>the</strong> maintenance of in-house<br />
design and production facilities, including in <strong>the</strong> local market.<br />
<strong>TenCate</strong> <strong>the</strong>refore operates from sites in <strong>the</strong> United States, <strong>the</strong><br />
United Kingdom, France, <strong>the</strong> Ne<strong>the</strong>rlands, Denmark and India.<br />
A wide geographic presence is required, toge<strong>the</strong>r with an extensive,<br />
innovative and constantly developing portfolio (Active Armour<br />
Systems). The American market is <strong>the</strong> largest. In Europe, <strong>the</strong> United<br />
Kingdom and France are important markets.<br />
Customers include particularly large industrial conglomerates in <strong>the</strong><br />
defence industry, producers of trucks, aircraft, helicopters etc. and<br />
<strong>the</strong> related suppliers. They are responding to increasing threat levels.<br />
Governments (defence ministries) determine <strong>the</strong> specifications.<br />
<strong>TenCate</strong> operates as a single group worldwide and with a pan-
European armour organisation, to <strong>the</strong> extent permitted by <strong>the</strong> defence<br />
authorities, for <strong>the</strong> exchange of knowledge and solutions. <strong>TenCate</strong><br />
occupies an important position as a (fibre-)independent producer of<br />
composites and processes a range of fibres including aramid, glass,<br />
carbon and HPPE supplied by third parties. <strong>TenCate</strong> offers a wide range<br />
of products, systems and solutions in this market.<br />
An important aspect of <strong>the</strong>se defence and o<strong>the</strong>r markets is <strong>the</strong>ir<br />
project-based character. The global presence, <strong>the</strong> breadth of <strong>the</strong><br />
product portfolio and <strong>the</strong> conceptual approach are important strengths<br />
of <strong>the</strong> organisation. These are increasingly being exploited both within<br />
<strong>the</strong> group and with o<strong>the</strong>r <strong>TenCate</strong> market groups. This will give fur<strong>the</strong>r<br />
substance to <strong>the</strong> system approach and achieve market synergy. In India<br />
<strong>the</strong>re is now a joint marketing and sales organisation for <strong>TenCate</strong><br />
Protective Fabrics and <strong>TenCate</strong> Advanced Armour. There are also<br />
increasingly joint presentations at trade fairs and conferences as<br />
well as joint marketing, streng<strong>the</strong>ning <strong>the</strong> <strong>TenCate</strong> <strong>proposition</strong> in <strong>the</strong><br />
defence market. This concerns <strong>the</strong> general protection of personnel<br />
and materiel based on fabrics and armour composites. A conceptual<br />
approach to <strong>the</strong> <strong>the</strong>me of protection is more effective than a more<br />
product-focused, individual approach. In this regard <strong>the</strong> security<br />
system to protect against <strong>the</strong> impact of roadside bombs (<strong>TenCate</strong><br />
ABDS active blast countermeasure system) can be a complementary<br />
system component that streng<strong>the</strong>ns <strong>the</strong> overall <strong>value</strong> <strong>proposition</strong>.<br />
In <strong>the</strong> aviation market, composite material is used in interior and<br />
structural components. The scope for <strong>the</strong> use of aerospace composites<br />
is still fairly limited overall, but is growing considerably. New<br />
generations of aircraft are providing a strong impetus for growth.<br />
<strong>TenCate</strong> Space Composites has a leading role in composite materials<br />
for satellite programmes in <strong>the</strong> United States. In <strong>the</strong> aviation industry,<br />
<strong>TenCate</strong> Aerospace Composites operates in <strong>the</strong> field of civil aviation<br />
and business jets, as well as in military aviation. The main civil aviation<br />
customers are Airbus and Boeing and <strong>the</strong>ir direct suppliers. The market<br />
is being fur<strong>the</strong>r developed on this basis. The <strong>TenCate</strong> Cetex ® material<br />
now occupies a strong position. Among o<strong>the</strong>r products, <strong>the</strong> leading<br />
edge of <strong>the</strong> wing (J nose) and <strong>the</strong> engine intakes of <strong>the</strong> A380 are<br />
manufactured from this lightweight and strong (noise-reducing)<br />
material. <strong>TenCate</strong> Cetex ® material is also being used in <strong>the</strong> Boeing 787.<br />
In many cases, for reasons of confidentiality, it is not possible to<br />
provide specific information on <strong>the</strong> components manufactured with<br />
<strong>TenCate</strong> materials.<br />
SUSTAINABILITY<br />
<strong>TenCate</strong> Advanced Composites and <strong>TenCate</strong> Advanced Armour actively<br />
pursue a policy of persuading customers – such as <strong>the</strong> aircraft and<br />
automotive industry – and military and civilian authorities of <strong>the</strong><br />
sustainability (recyclable, fuel-saving and noise-reducing) and safety<br />
(fire-retardant, bullet- and fragment-resistance) characteristics of<br />
a wide range of <strong>the</strong>rmoplastic composites. The aircraft industry<br />
in particular is currently experiencing a major development by moving<br />
from secondary to primary structural components made of composites<br />
in aircraft.<br />
<strong>TenCate</strong> Outdoor Fabrics presents <strong>the</strong> tent<br />
of <strong>the</strong> future<br />
In <strong>the</strong> Outdoor Living in <strong>the</strong> Future pavilion at <strong>the</strong> annual Camping<br />
and Caravanning Show in October 2011, <strong>TenCate</strong> Outdoor Fabrics<br />
joined forces with <strong>the</strong> European camping and caravanning industry<br />
and Jaarbeurs Utrecht to demonstrate <strong>the</strong> potential functionalities<br />
of tents in <strong>the</strong> future. The demonstration included projections on<br />
five tents made of white <strong>TenCate</strong> All Season Residential tent fabric.<br />
The new functionalities are self-cleaning, insulation, mosquito<br />
repellence, high visibility and glow-in-<strong>the</strong>-dark capability using<br />
sunlight absorbed during <strong>the</strong> day. New manufacturing techniques<br />
will make <strong>the</strong>se functionalities possible in <strong>the</strong> next five years.<br />
Annual Report 2011 39
The naval protection of sea-lanes,<br />
troops, ports and shore installations,<br />
and <strong>the</strong> defensive purpose of <strong>the</strong> navy to<br />
frustrate seaborne projection-of-force<br />
by enemies demand that naval forces<br />
wear <strong>the</strong> most fl exible yet protective<br />
uniforms. Knowledge and technological<br />
innovations from <strong>TenCate</strong> ensure<br />
optimally protective crew garments, for<br />
naval personnel on <strong>the</strong> launching pad to<br />
<strong>the</strong> seamen on <strong>the</strong> lower decks.<br />
During 2011 <strong>TenCate</strong> Defender M in<br />
<strong>the</strong> colour black has been supplied<br />
to <strong>the</strong> Norwegian Defence Logistic<br />
Organisation. This colour is <strong>the</strong> result<br />
of ongoing product development based<br />
on specifi c customer needs. Thanks to<br />
patented technology and <strong>the</strong> success<br />
of <strong>TenCate</strong> Defender M – developed by<br />
<strong>TenCate</strong> Protective Fabrics in <strong>the</strong> US –<br />
<strong>the</strong> Research & Development team in <strong>the</strong><br />
Ne<strong>the</strong>rlands, created a new composition<br />
in 2010. As a result, this protective fabric<br />
is available in <strong>the</strong> colours dark blue and<br />
black. Thanks to this innovation, this<br />
protective fabric can also be used for<br />
o<strong>the</strong>r markets, such as marine corps and<br />
police forces, who principally wear <strong>the</strong><br />
colours black or blue for <strong>the</strong>ir operations.<br />
PROTECTIVE FABRICS<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
In <strong>the</strong> longer term, <strong>the</strong> trend towards lightweight composites<br />
materials remains positive, in view of <strong>the</strong> superior characteristics.<br />
The development co-operation in <strong>the</strong> Dutch aviation cluster with both<br />
Airbus (TAPAS consortium) and Boeing (TPRC) anticipates this trend.<br />
These joint ventures underline <strong>the</strong> importance of <strong>the</strong> joint aim of<br />
achieving strong growth in <strong>the</strong> share of composites used in aviation,<br />
partly by improving processing technologies and widening applications.<br />
<strong>TenCate</strong> is focusing in particular on special industrial and o<strong>the</strong>r<br />
applications for composites, for example in <strong>the</strong> automotive industry,<br />
<strong>the</strong> oil and gas sector, wind energy, high-grade sport applications,<br />
<strong>the</strong> medical sector, mechanical engineering and construction.<br />
<strong>TenCate</strong> Industrial Composites is a new part of <strong>the</strong> market group<br />
alongside Space & Aerospace Composites and Advanced Armour.<br />
GENERAL PERFORMANCE OF TENCATE SPACE & AEROSPACE<br />
COMPOSITES<br />
The <strong>TenCate</strong> Aerospace Composites market group achieved solid<br />
revenue growth in 2011 as a result of <strong>the</strong> increased production volume<br />
for <strong>the</strong> Airbus A380, <strong>the</strong> A350 and <strong>the</strong> Boeing 787. The growth of<br />
volumes in aerospace composites had a positive effect on <strong>the</strong> capacity<br />
utilisation rate, particularly in <strong>the</strong> Dutch production facilities.<br />
<strong>TenCate</strong> Advanced Composites in <strong>the</strong> United States has transferred its<br />
activities in Morgan Hill (California) to an adjoining site. Consequently<br />
three sites are now concentrated at a single location, allowing more<br />
efficient operation and providing 40% more production space. This<br />
investment was prompted in part by growing demand for durable,<br />
lightweight composite materials in both <strong>the</strong> traditional composites<br />
markets (aerospace and space) and o<strong>the</strong>r industrial sectors. The new<br />
site houses <strong>the</strong> production of <strong>the</strong>rmoplastic composites, R&D<br />
laboratories and offices. The Morgan Hill location mainly produces<br />
composites for <strong>the</strong> aerospace industry. The carbon-free production of<br />
radar domes, for example, has been expanded at this site. The Morgan<br />
Hill site was also one of <strong>the</strong> recipients of a JEC Composite Innovation<br />
Award 2011 for <strong>the</strong> use of <strong>the</strong>rmoplastic composites in aircraft seats<br />
from Cutting Dynamics. Positive developments arose from <strong>the</strong> longterm<br />
supply contract with Boeing for components for <strong>the</strong> Boeing 787<br />
Dreamliner. <strong>TenCate</strong> is also supplying composite materials – including<br />
<strong>TenCate</strong> Cetex ® – for o<strong>the</strong>r features of this aircraft.<br />
<strong>TenCate</strong> Advanced Composites in <strong>the</strong> United States supplies customerspecific<br />
prepreg products. As a leading developer and producer of<br />
<strong>the</strong>rmohardened and <strong>the</strong>rmoplastic prepregs, <strong>TenCate</strong> supplies hightech<br />
materials to various markets. These include aerospace, shipping,<br />
infrastructure and oil and gas extraction. Towards <strong>the</strong> end of <strong>the</strong> year,<br />
<strong>the</strong> production sites for prepregs in Morgan Hill and Fairfield were<br />
certified in accordance with <strong>the</strong> AS9100: 2009 Rev C quality standard.<br />
The certification also relates to CCS Composites. This American<br />
subsidiary of <strong>TenCate</strong> supplies compression moulding components to<br />
<strong>the</strong> aviation industry.<br />
As well as volume growth in aerospace composites, <strong>TenCate</strong> Advanced<br />
Composites in Europe also experienced <strong>the</strong> positive effect of a<br />
contract to supply <strong>TenCate</strong> Cetex ® carbon laminates for use in <strong>the</strong> new<br />
Airbus A350 XWB and o<strong>the</strong>r EADS applications. Under this contract,<br />
deliveries of <strong>TenCate</strong> Cetex ® began to various Tier 1 and Tier 2<br />
partners of Airbus producing fuselage shells and components for<br />
<strong>the</strong> A350 XWB. The <strong>TenCate</strong> Cetex ® . material will be used in <strong>the</strong><br />
reinforcing structure for <strong>the</strong> fuselage of <strong>the</strong> A350 XWB. The<br />
<strong>the</strong>rmoplastic material is already being used in <strong>the</strong> Airbus A380.<br />
One of <strong>the</strong> advantages of using <strong>the</strong>rmoplastic composites is <strong>the</strong><br />
possibility of large-volume series production, enabling <strong>the</strong> sector<br />
to obtain <strong>the</strong> necessary cost benefits.<br />
<strong>TenCate</strong> Advanced Composites and Toray Industries (Tokyo) have<br />
signed an agreement to supply carbon fibres to <strong>TenCate</strong> for <strong>the</strong><br />
production of <strong>the</strong>rmoplastic <strong>TenCate</strong> Cetex ® RTL composite materials<br />
up to 2015. These fibres are used for <strong>the</strong> growing number of composite<br />
laminates which <strong>TenCate</strong> produces for <strong>the</strong> aviation industry. In <strong>the</strong><br />
future, it will also be possible to use strong, lightweight composite<br />
materials derived from <strong>TenCate</strong> Cetex ® technology in applications<br />
in <strong>the</strong> automotive industry. With this development <strong>TenCate</strong> will enter<br />
a market with substantial future volume potential.<br />
Slight growth was recorded in <strong>the</strong> military aviation industry.<br />
The commercial aerospace sector (including communication and<br />
navigation satellites) in <strong>the</strong> United States and Europe continued to<br />
show steady growth in composite materials. Unmanned aerial vehicles<br />
(UAVs) for army use and <strong>the</strong> satellite industry remain an important<br />
growth market for <strong>TenCate</strong>. These market positions were fur<strong>the</strong>r<br />
streng<strong>the</strong>ned in 2011.<br />
Annual Report 2011 41
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
GENERAL PERFORMANCE OF TENCATE ADVANCED ARMOUR<br />
The armour composites market in <strong>the</strong> United States was sluggish in<br />
2011, although <strong>the</strong> sales volume continued to rise. There was some<br />
price pressure, however, particularly in <strong>the</strong> field of personal protection,<br />
which is more of a volume market. By contrast, developments in<br />
Europe, where <strong>TenCate</strong> has been operating for a number of years<br />
as a system integrator for vehicle armour, were positive. The vehicle<br />
armour market is moving increasingly in <strong>the</strong> direction of new system<br />
programmes. These systems are fully integrated into vehicles<br />
(survivability systems) and <strong>the</strong> programmes usually have a turnaround<br />
time of several years, as in <strong>the</strong> case of <strong>the</strong> major Eurocopter project<br />
(NH90). The contract for this programme contributed positively to <strong>the</strong><br />
Innovation award for composite tipper<br />
In March 2011 <strong>the</strong> Fiby composite tipper won <strong>the</strong> Innovation Award<br />
in <strong>the</strong> transport category at <strong>the</strong> JEC Composites Show in Paris.<br />
The international Innovation Award is considered to be one of <strong>the</strong><br />
most prestigious in <strong>the</strong> world of composites. The loading body will<br />
be used to transport loose materials such as gravel, sludge, sand,<br />
agricultural crops, animal feed, industrial waste and asphalt. The<br />
benefits of syn<strong>the</strong>tic material are its considerably lower weight and<br />
its insulating properties. When <strong>the</strong> loading body is empty, <strong>the</strong> user<br />
will save a lot of fuel, and a lighter body means <strong>the</strong> vehicle can<br />
carry a heavier load.<br />
42<br />
Royal Ten Cate<br />
revenue trend. Expectations for <strong>the</strong> market as a whole remain<br />
structurally positive. Developments in <strong>the</strong>se markets should be viewed<br />
over a longer period.<br />
At <strong>the</strong> end of 2011, <strong>TenCate</strong> reached agreement to acquire <strong>the</strong> Danish<br />
company ABDS ApS. This acquisition follows <strong>the</strong> successful testing<br />
and simulations with <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure<br />
system. These tests were carried out by <strong>TenCate</strong> Advanced Armour<br />
and ABDS in collaboration with <strong>the</strong> Danish Defence Acquisition and<br />
Logistics Organisation using improvised explosives on <strong>the</strong> vulnerable<br />
underside of a 15-tonne armoured personnel transport vehicle with <strong>the</strong><br />
fully integrated <strong>TenCate</strong> ABDS active blast countermeasure system.<br />
These targeted vehicle tests are an essential part of <strong>the</strong> actual<br />
implementation of <strong>the</strong> system.<br />
This acquisition has now been completed. The company is being<br />
integrated as <strong>TenCate</strong> Active Protection ApS. <strong>TenCate</strong>’s full ownership<br />
provides effective support for <strong>the</strong> market introduction <strong>through</strong><br />
manufacturers of army vehicles. The acquisition was completed after<br />
<strong>the</strong> transaction was approved by <strong>the</strong> Danish authorities at <strong>the</strong><br />
beginning of 2012. The market implementation of <strong>the</strong> system will take<br />
place in <strong>the</strong> course of 2012-2013. On <strong>the</strong> basis of <strong>the</strong> good results<br />
obtained so far from <strong>the</strong> testing and simulations, it is clear that <strong>the</strong><br />
market has a definite interest in various vehicle programmes.<br />
Innovative integration concepts have also been designed for a series of<br />
combat and tactical military vehicles.<br />
Ballistic protection systems were supplied for <strong>the</strong> second of three<br />
Danish frigates in <strong>the</strong> Iver Huitfeldt class at <strong>the</strong> end of 2011. Thanks to<br />
<strong>TenCate</strong>’s modular approach to armour production for armour solutions,<br />
this was completed well within <strong>the</strong> specified time and budget. Here too<br />
<strong>the</strong>re was close collaboration with <strong>the</strong> Danish DALO. <strong>TenCate</strong> adopts<br />
a modular approach to armour production and aims for flexible design<br />
solutions. This is possible thanks to <strong>the</strong> <strong>TenCate</strong> Ceratego ® and<br />
<strong>TenCate</strong> Liba ® ceramic armour systems. Both afford excellent<br />
protection against a wide range of threats in a lightweight, modular<br />
package. Due to <strong>the</strong> large number of projects for <strong>the</strong> protection of both<br />
vehicles and naval vessels, <strong>the</strong> positive collaboration between <strong>the</strong><br />
Danish army and <strong>TenCate</strong> has been streng<strong>the</strong>ned.
<strong>TenCate</strong> Advanced Armour EMEA in Primarette (France) took<br />
occupancy of a new production site in <strong>the</strong> second half of 2011. The<br />
building has been specifically designed for <strong>the</strong> production of armour<br />
composites for <strong>the</strong> aerospace industry, including in consultation with<br />
Eurocopter. The Primarette site develops and manufactures both highgrade<br />
aerospace applications and industrial applications (vehicle and<br />
personal protection). Armour solutions for aerospace increasingly have<br />
to be supplied on an integrated basis as ready-to-install kits<br />
comprising various panels. This means design, storage, production and<br />
service and support facilities have to be at a single site. This has also<br />
led to <strong>the</strong> alignment of quality management systems within <strong>the</strong> group<br />
in order to meet <strong>the</strong> high demands of aircraft manufacturers.<br />
<strong>TenCate</strong> Advanced Armour and <strong>TenCate</strong> Protective Fabrics took <strong>the</strong><br />
initiative of organising an international conference in London on 23 and<br />
24 May on <strong>the</strong> protection of military personnel in current and future<br />
conflicts. The aim was to show how <strong>TenCate</strong> translates its commitment<br />
to <strong>the</strong> protection of soldiers into protection solutions. <strong>TenCate</strong><br />
Advanced Armour presented its lightweight protection solutions in<br />
September at Defence & Security Equipment International, <strong>the</strong><br />
international trade fair for defence and safety equipment, in London.<br />
An advanced technology for <strong>the</strong> production of three-dimensional<br />
armour based on <strong>TenCate</strong> Liba ® was also exhibited, involving<br />
composite-based armour solutions. These enable steel hinge<br />
components in armoured vehicles to be replaced by lighter, stronger<br />
composite materials. <strong>TenCate</strong> also demonstrated protection solutions<br />
for various threats, such as anti-tank weapons and rocket-propelled<br />
grenades (RPGs) and roadside bombs, lightweight solutions for<br />
personal protection, flexible ballistic protection systems for vehicles,<br />
modular and durable armour solutions for naval vessels and lightweight<br />
ballistic protection solutions for aircraft.<br />
OUTLOOK FOR TENCATE SPACE & AEROSPACE COMPOSITES<br />
AND TENCATE ADVANCED ARMOUR<br />
<strong>TenCate</strong> is <strong>the</strong> market leader in <strong>the</strong> American and European markets<br />
for vehicle armour based on lightweight composites. The longer-term<br />
market outlook remains consistently positive. Annual sales of armour<br />
products depend greatly on individual projects, for which governments<br />
make budgets available. The armour systems activities for aerospace<br />
are making a growing contribution to revenues.<br />
Concentration of activities at<br />
<strong>TenCate</strong> Advanced Composites USA<br />
At <strong>the</strong> end of 2011, operations at three <strong>TenCate</strong> Advanced<br />
Composites USA sites were brought toge<strong>the</strong>r in a new production<br />
annex office building in Fairfield (California). This concentration has<br />
optimised operational management, allows fur<strong>the</strong>r improvements in<br />
product quality and cost efficiency and can support <strong>the</strong> expected<br />
growth in <strong>the</strong> composites and aerospace market. <strong>TenCate</strong> Advanced<br />
Composites USA manufactures composites and components for <strong>the</strong><br />
military and commercial aviation industry and satellites. One of<br />
<strong>the</strong> improvements is <strong>the</strong> possibility of carbon-free production of<br />
radomes (domes to protect radar antennas in ships and aircraft, for<br />
example). The group also has carbon fibre-free production areas at<br />
<strong>the</strong> Morgan Hill site.<br />
Annual Report 2011 43
In early 2011, a group of companies<br />
from <strong>the</strong> province of Overijssel, <strong>the</strong><br />
Ne<strong>the</strong>rlands, recorded a world fi rst<br />
with <strong>the</strong> development of a lightweight<br />
composite tipping body for <strong>the</strong> transport<br />
sector. The new Kipper is lighter,<br />
stronger, more energy effi cient and<br />
quieter than <strong>the</strong> current metal tipping<br />
bodies.<br />
The trailer will be constructed of<br />
different layers of insulating composites<br />
from <strong>TenCate</strong>. Composites are fi brereinforced<br />
plastics that are four to six<br />
times stronger than traditional materials,<br />
such as metal. These composite<br />
materials allow a signifi cant weight<br />
reduction to be achieved, which has a<br />
positive impact on <strong>the</strong> fuel consumption,<br />
range and payload of <strong>the</strong> truck. In<br />
addition, <strong>the</strong> composite laminate can<br />
also be used as an insulating layer, for<br />
example to maintain <strong>the</strong> temperature<br />
of hot tar in a trailer. This also saves<br />
energy.<br />
ADVANCED COMPOSITES<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />
The armour projects usually form part of programmes to upgrade and<br />
modernise army vehicles, in order to counter new threats and achieve a<br />
greater degree of mobility. These programmes will continue to take<br />
place in <strong>the</strong> future, partly in view of <strong>the</strong> trend towards offering a<br />
higher degree of protection for troops in crisis areas and achieving<br />
savings by means of modern, lightweight composites which reduce fuel<br />
and o<strong>the</strong>r costs.<br />
<strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong> Advanced Armour are<br />
increasingly collaborating to raise <strong>the</strong> effectiveness of <strong>the</strong>ir<br />
international marketing and sales. Collaboration in personal protection<br />
has already proved effective in a number of cases.<br />
There is also a positive trend in <strong>the</strong> structural demand for <strong>TenCate</strong><br />
composites in <strong>the</strong> civil aviation industry. This is partly a consequence<br />
of <strong>the</strong> qualifications which <strong>the</strong> company has obtained. During <strong>the</strong><br />
current year, <strong>TenCate</strong> should continue to benefit from long-term<br />
contracts with large international aircraft manufacturers. The outlook<br />
for <strong>the</strong> military aviation market, and for satellite programmes, remains<br />
positive.<br />
> The longer-term market outlook for<br />
vehicle armour based on lightweight<br />
composites remains consistently<br />
positive. <<br />
Annual Report 2011 45
VALUE CHAINS SECTOR GEOSYNTHETICS & GRASS<br />
END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS<br />
GEOSYNTHETICS<br />
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END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS<br />
SAFETY<br />
SUSTAINABILITY<br />
QUALITY<br />
Safety assurance relates to:<br />
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Sustainability assurance relates to:<br />
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Quality assurance relates to:<br />
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GEOSYNTHETICS & GRASS<br />
FIGURES<br />
Geosyn<strong>the</strong>tics & Grass 2011 2010 2009 2008 2007<br />
in millions of euros unless stated o<strong>the</strong>rwise<br />
Revenues 525.9 469.3 392.1 497.8 468.3<br />
Operating result before amortisation (EBITA) 26.3 31.4 16.8 37.8 30.4<br />
EBITA margin (%) 5.0 6.7 4.3 7.6 6.5<br />
Operating result (EBIT) 20.8 27.7 13.8 34.8 28.3<br />
Investments 12.2 9.9 9.0 29.0 44.9<br />
Depreciation and amortisation 28.9 26.2 25.3 23.0 20.0<br />
Net capital employed 429.5 380.8 332.7 427.4 354.8<br />
Staff years at year-end 2,160 2,128 1,795 2,129 2,053<br />
EBITA as percentage of average net capital employed 6.2 8.2 4.1 8.8 8.9<br />
ACTIVITIES<br />
The Geosyn<strong>the</strong>tics & Grass sector consists of <strong>the</strong> following market<br />
groups:<br />
◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />
Fabrics, grids and non-wovens for solutions and applications for<br />
infrastructure projects and <strong>the</strong> environmental market, as well as<br />
industrial fabrics for various applications, such as agribusiness,<br />
sport and recreation.<br />
◾ <strong>TenCate</strong> Grass<br />
Syn<strong>the</strong>tic turf components and systems for applications such as<br />
football, hockey and o<strong>the</strong>r sports pitches, as well as landscaping.<br />
In addition to <strong>the</strong> companies engaged in <strong>the</strong> production of fibres<br />
and carpet backing (upstream activities), <strong>the</strong> Grass group<br />
BUSINESS MODEL OF THE GEOSYNTHETICS MARKET GROUP<br />
END-USER MARKETING INNOVATION<br />
Alliances with market participants<br />
Local collaboration with partners in<br />
emerging markets<br />
Geographic spread of distribution<br />
Positioning of sustainability (water<br />
management, environmental solutions,<br />
low carbon footprint).<br />
Development of relationships in <strong>the</strong><br />
Chinese market<br />
<strong>TenCate</strong> GeoDetect solutions<br />
Dewatering and filtration technology<br />
Biopolymers<br />
PRODUCT DIFFERENTIATION COST LEADERSHIP<br />
Continuing development of new products<br />
(innovation awards)<br />
Focus on water management, environment<br />
and infrastructure<br />
Economies of scale (volume products)<br />
Cost leadership<br />
comprises a growing proportion of system development and<br />
marketing businesses (downstream activities).<br />
REVENUES AND RESULTS<br />
The Geosyn<strong>the</strong>tics & Grass sector showed a 12% rise in revenues to<br />
€ 525.9 million (2010: € 469.3 million).<br />
The operating result before amortisation of intangible fixed assets fell<br />
by 16% to € 26.3 million (2010: € 31.4 million). EBITA fell partly as a<br />
result of rising raw material costs in <strong>TenCate</strong> Geosyn<strong>the</strong>tics in <strong>the</strong> first<br />
half of <strong>the</strong> year (Middle East crisis) and <strong>the</strong> excessively low rate of<br />
capacity utilisation in <strong>the</strong> upstream activities of <strong>the</strong> Grass group.<br />
The geosyn<strong>the</strong>tics activities as a whole put in an excellent<br />
BUSINESS MODEL OF THE GRASS MARKET GROUP<br />
END-USER MARKETING INNOVATION<br />
Alliances with market participants<br />
(downstream activities)<br />
Geographic spread of distribution<br />
Positioning and advantages of <strong>the</strong> sustainability<br />
aspect (water management, recycling)<br />
Increased quality awareness of end-markets<br />
Market positioning (GreenFields, Edel Grass,<br />
TigerTurf)<br />
Relationships with sports federations<br />
System components ‘Powered by <strong>TenCate</strong>’<br />
Optimum support from downstream<br />
activities for development of new system<br />
concepts<br />
Reduction of total cost of ownership of<br />
sports pitches<br />
Fourth-generation developments<br />
Weaving technology<br />
Biomechanical characteristics (research<br />
project with third parties)<br />
Product and system warranties<br />
PRODUCT DIFFERENTIATION COST LEADERSHIP<br />
Economies of scale<br />
Cost leadership<br />
Annual Report 2011 47
REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />
performance in 2011. The EBITA margin of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass<br />
sector fell to 5.0% (2010: 6.7%). This margin is well below <strong>the</strong> required<br />
level (minimum 10%).<br />
TENCATE GEOSYNTHETICS<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is <strong>the</strong> world’s largest producer of high-strength geosyn<strong>the</strong>tics<br />
(grids, liners, fabrics and non-wovens) for infrastructure, <strong>the</strong><br />
construction industry and <strong>the</strong> environment. The portfolio also<br />
comprises materials (industrial fabrics) for applications in <strong>the</strong><br />
agriculture, horticulture and leisure sectors. On <strong>the</strong> basis of <strong>the</strong><br />
business model, <strong>TenCate</strong> operates close to <strong>the</strong> market with production<br />
sites in Europe, <strong>the</strong> United States and Asia.<br />
<strong>TenCate</strong> Polyslope ® system provides<br />
avalanche protection<br />
An avalanche barrier has been built north of Innsbruck (Austria)<br />
made up of five parallel concrete discs flanked on both sides by<br />
reinforced slopes made of <strong>TenCate</strong> geosyn<strong>the</strong>tics. This structure<br />
breaks <strong>the</strong> force of avalanches and regulates <strong>the</strong> large volume of<br />
meltwater in <strong>the</strong> spring. The avalanche barrier is 23 metres high<br />
and has a 22-metre-wide base. Traditional solutions are not cost-<br />
effective; <strong>the</strong> costs of such a structure and <strong>the</strong> transportation<br />
of building materials in this difficult terrain would be too high.<br />
Moreover, a natural look is preferable. <strong>TenCate</strong> Polyslope ® is an<br />
environmentally friendly and attractively priced system that allows<br />
rapid growth of vegetation.<br />
48<br />
Royal Ten Cate<br />
This also gives rise to logistical and pricing advantages. The market<br />
group has three business units: infrastructure, water & environment<br />
and industrial fabrics.<br />
<strong>TenCate</strong> aims for a system approach focused on solutions.<br />
Geosyn<strong>the</strong>tics form part of <strong>the</strong> overall structure and deliver functional<br />
added <strong>value</strong>. The marketing of more complicated system solutions can<br />
often be accelerated with strategic partners. For example, <strong>TenCate</strong> has<br />
been co-operating technically and commercially since <strong>the</strong> beginning<br />
of 2010 with Roctest, <strong>the</strong> world’s largest manufacturer of fibre optic<br />
sensors for civil engineering. This enables customers to benefit from<br />
innovative solutions in real-time monitoring with geotextiles. It<br />
provides detailed information on possible deformations: displacements,<br />
soil erosion, settlement and o<strong>the</strong>r changes in features such as inclines,<br />
slopes, walls, roadways and railway and dyke bodies.<br />
SUSTAINABILITY<br />
The market is devoting increasing attention to <strong>the</strong> positive<br />
environmental aspects of geosyn<strong>the</strong>tics. The use of environmental<br />
arguments and <strong>the</strong> reduction of negative environmental effects are<br />
<strong>the</strong>refore receiving greater emphasis in <strong>the</strong> promotion, design and<br />
specifications. <strong>TenCate</strong> Geosyn<strong>the</strong>tics endeavours to convince civil<br />
engineering and water management customers of <strong>the</strong> positive impact<br />
of geotextiles on sustainability thanks to <strong>the</strong>ir limited CO2 footprint.<br />
Alternatives to <strong>TenCate</strong> geosyn<strong>the</strong>tics are usually traditional materials<br />
such as concrete, stone and steel, which often have to be transported<br />
over long distances. In <strong>the</strong> case of geosyn<strong>the</strong>tics, by contrast, locally<br />
available materials (sand, sludge) are used. In <strong>the</strong> case of land<br />
reclamation (hydraulic filling with sand) <strong>the</strong>re is usually considerably<br />
less need for dredging. That has positive environmental effects. The<br />
R&D department is working on future bio-based products. The first CO2 footprints for <strong>TenCate</strong> and competing products became available in<br />
2011 following <strong>the</strong> introduction of a product ecotool. Customers are<br />
responding enthusiastically to this development.<br />
GENERAL PERFORMANCE<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics achieved strong organic revenue growth<br />
worldwide in 2011. This was partly due to <strong>the</strong> introduction of new<br />
products in markets for soil stabilisation and streng<strong>the</strong>ning and<br />
growing demand for sustainable environmental concepts, water<br />
management and maritime solutions. The market share increased
worldwide. Revenues trended positively across all continents, with<br />
increases in <strong>the</strong> relative share in South America and Asia. The<br />
detrimental impact of rising raw material costs in <strong>the</strong> first half of <strong>the</strong><br />
year was absorbed by price rises.<br />
The Geosyn<strong>the</strong>tics group focuses actively on product development and<br />
a solution driven approach to <strong>the</strong> market. The <strong>TenCate</strong> Geotube ® and<br />
<strong>TenCate</strong> GeoDetect systems in particular are gaining traction as<br />
end-users are now devoting increasing attention to CO2-friendly, sustainable environmental solutions and detection systems (leak,<br />
erosion and deformation control). This is a worldwide trend. Ano<strong>the</strong>r<br />
important part of <strong>the</strong> strategy is <strong>the</strong> exchange of products and system<br />
solutions between <strong>the</strong> various geographic regions.<br />
It was a positive year in many respects for <strong>the</strong> activities in <strong>the</strong> United<br />
States. Demand was higher than expected. Earnings <strong>the</strong>refore rose<br />
relatively strongly, as a result of cost measures in previous years.<br />
On <strong>the</strong> basis of <strong>the</strong> strategy, <strong>the</strong> needs of new and existing markets<br />
were met proactively <strong>through</strong> an efficient organisation and with new<br />
products, solutions and systems. The market share grew fur<strong>the</strong>r<br />
as a result.<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics (Georgia, US) has been working on new<br />
materials for a number of years under <strong>the</strong> <strong>TenCate</strong> Mirafi ® RS580i<br />
label. The geosyn<strong>the</strong>tic material has a new weaving pattern, is even<br />
stronger and has an improved drainage function. The patented material<br />
is multifunctional.<br />
The European market experienced positive growth. The <strong>TenCate</strong><br />
Geosyn<strong>the</strong>tics production site at Nijverdal entered service at <strong>the</strong><br />
beginning of April, after which <strong>TenCate</strong> scaled down production at<br />
Almelo. These were important steps forward in terms of production<br />
efficiency and logistics.<br />
As an integral part of <strong>the</strong> Asia strategy, <strong>TenCate</strong>’s position in <strong>the</strong> Asian<br />
markets was considerably streng<strong>the</strong>ned when <strong>the</strong> acquisition of Emas<br />
Kiara Industries in Malaysia was completed in March 2011. Emas Kiara<br />
Industries is a major producer and supplier of a wide range of<br />
geosyn<strong>the</strong>tic products and solutions. Its primary focus is on <strong>the</strong> Asian<br />
markets. Although <strong>the</strong> acquisition involved initial integration and o<strong>the</strong>r<br />
costs, <strong>the</strong> company was able to benefit immediately from <strong>the</strong> positive<br />
economic developments during <strong>the</strong> reporting year. Activities are<br />
increasing in <strong>the</strong> major infrastructure project market (civil engineering)<br />
and <strong>the</strong> environmental market.<br />
In China <strong>the</strong> production facilities in Zhuhai became fully operational in<br />
2011, allowing <strong>the</strong> start-up of exports to <strong>the</strong> United States and<br />
providing a basis for <strong>the</strong> fur<strong>the</strong>r development of <strong>the</strong> Chinese market.<br />
New initiatives were taken to fur<strong>the</strong>r develop <strong>the</strong> market in South<br />
America.<br />
<strong>TenCate</strong> Polyfelt ® provides a solid base<br />
for railways<br />
<strong>TenCate</strong> Polyfelt ® , a geotextile separation material, was used in<br />
<strong>the</strong> renewal of <strong>the</strong> rail track near Bodegraven in October 2011. The<br />
rail network operator used <strong>the</strong> longest railway machine in Europe<br />
for this project. Over a length of one kilometre, <strong>the</strong> 1,200-metre-<br />
long train lifted <strong>the</strong> rails and immediately excavated <strong>the</strong> existing<br />
subsoil in three layers. The removed soil was immediately cleaned,<br />
sifted and deposited on <strong>the</strong> automatically laid <strong>TenCate</strong> Polyfelt ® .<br />
This separation material has been certified by ProRail for use under<br />
<strong>the</strong> ballast bed. The result is a structural solution with minimal<br />
impact on <strong>the</strong> environment.<br />
Annual Report 2011 49
<strong>TenCate</strong> Geosyn<strong>the</strong>tics has had<br />
a ma<strong>the</strong>matical model developed<br />
which enables carbon footprints<br />
to be compared. The footprint of<br />
<strong>TenCate</strong> Geotube ® systems for sludge<br />
dewatering or land reclamation is<br />
compared to competitive solutions.<br />
A carbon footprint refl ects <strong>the</strong> emission<br />
of greenhouse gases by a product<br />
or system solution at each stage of<br />
its life. This includes <strong>the</strong> extraction<br />
and transportation of raw materials.<br />
The production and distribution as<br />
well as <strong>the</strong> use and eventual removal<br />
or recycling are also included in <strong>the</strong><br />
calculations. This product eco-tool uses<br />
<strong>the</strong> data from suppliers, production<br />
locations of <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />
worldwide and installers of <strong>the</strong> products.<br />
GEOSYNTHETICS<br />
The tool offers project owners,<br />
architects and developers a specifi c<br />
indication of <strong>the</strong> use of <strong>TenCate</strong> solution<br />
compared to o<strong>the</strong>rs. Toge<strong>the</strong>r with <strong>the</strong><br />
end-users and installers in <strong>the</strong> area<br />
concerned an assessment can be made<br />
of how to reduce <strong>the</strong> carbon footprint of<br />
a project already at <strong>the</strong> design stage by<br />
using alternatives. Through <strong>the</strong> smart<br />
combination of two local projects in<br />
Zutphen, <strong>the</strong> Ne<strong>the</strong>rlands, a high level of<br />
CO 2 emissions from transport has been<br />
prevented. <strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />
SUSTAINABILITY<br />
• Product eco-tool reveals carbon footprint<br />
• Project solutions can easily be compared<br />
• Complete life cycle analysis helps to reduce<br />
carbon footprint<br />
• <strong>TenCate</strong> Geotube ® is a highly sustainable<br />
solution with a low carbon footprint
REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />
The proactive exchange of products and system solutions between <strong>the</strong><br />
various geographic regions leads to <strong>TenCate</strong> Geosyn<strong>the</strong>tics being<br />
involved in highly attractive projects worldwide. The following are<br />
examples:<br />
◾ Three types of geosyn<strong>the</strong>tics, from <strong>TenCate</strong>’s production sites at<br />
Linz (Austria), Bezons (France) and Almelo (Ne<strong>the</strong>rlands) have been<br />
used in <strong>the</strong> extension of <strong>the</strong> runway at Ain Arnat airport in Sétif<br />
(Algeria). The work involved <strong>the</strong> delivery of a durable, costeffective<br />
solution with technical support.<br />
◾ The Volgermeer Polder in <strong>the</strong> Ne<strong>the</strong>rlands, which was once a<br />
landfill site for heavily polluted waste, has been cleaned up and<br />
turned into a nature reserve. This is <strong>the</strong> largest soil remediation<br />
operation in Dutch history. With <strong>the</strong> aid of <strong>TenCate</strong> Geotube ® ,<br />
clean sludge was converted into a natural cap (a layer of clean soil)<br />
on top of <strong>the</strong> seal. <strong>TenCate</strong> GeoDetect ® is used to monitor <strong>the</strong> seal<br />
on <strong>the</strong> waste in one of <strong>the</strong> basins that were created on top of <strong>the</strong><br />
natural cap.<br />
◾ A large-scale project is being carried out at <strong>the</strong> former Kai Tak<br />
International Airport in Hong Kong. After two successful trials of<br />
<strong>TenCate</strong> Geotube ® , work began in mid-December to remove and<br />
clear 140,000 m³ of polluted sludge with <strong>the</strong> aid of this technology.<br />
<strong>TenCate</strong> is supplying a large volume of <strong>TenCate</strong> Geotube ®<br />
containers for use in this project, which is due to be completed<br />
at <strong>the</strong> end of June 2012.<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics North America received two IFAI Awards from<br />
<strong>the</strong> Industrial Fabrics Association International (IFAI) at IFAI Expo<br />
Americas in Baltimore (Maryland, USA) in October. <strong>TenCate</strong> Mirafi ®<br />
H2Ri received <strong>the</strong> Innovation Award in 2011. A project in China with<br />
a supporting wall based on <strong>TenCate</strong> Mirafi ® PET fabric received <strong>the</strong><br />
Award of Excellence. <strong>TenCate</strong> Geosyn<strong>the</strong>tics has received <strong>the</strong><br />
Innovation Award six times in <strong>the</strong> past seven years.<br />
OUTLOOK FOR TENCATE GEOSYNTHETICS<br />
<strong>TenCate</strong> Geosyn<strong>the</strong>tics expects fur<strong>the</strong>r growth in activities in 2012.<br />
At <strong>the</strong> beginning of January 2012, <strong>TenCate</strong> Geotube ® technology<br />
was selected for <strong>the</strong> largest dredging project ever carried out in<br />
<strong>the</strong> United States. Growth is expected on all continents, however,<br />
in infrastructure projects and as a result of new products and<br />
applications for water management and <strong>the</strong> environmental market.<br />
In particular, <strong>the</strong>re are high expectations for <strong>the</strong> South American and<br />
Asian markets. Fur<strong>the</strong>r co-operation is being sought with international<br />
and large (regional) engineering firms and mining companies.<br />
TENCATE GRASS<br />
MARKET POSITION AND STRATEGY<br />
The Grass group has a leading market position worldwide (fibres and<br />
backing) in syn<strong>the</strong>tic turf systems. <strong>TenCate</strong> is almost at <strong>the</strong> beginning<br />
of <strong>the</strong> <strong>value</strong> chain. The strategy is being continuously reinforced in all<br />
cornerstones of <strong>the</strong> strategic framework (<strong>value</strong> chain management).<br />
The industry is in a phase in which <strong>the</strong> demand and supply side of<br />
<strong>the</strong> market are developing strongly. Downstream consolidation is<br />
taking place in <strong>the</strong> sector as a result of higher quality requirements<br />
among various end-users, <strong>the</strong> greater importance of research and<br />
development, high certification costs, environmental and sustainability<br />
requirements and tight availability of bank financing.<br />
<strong>TenCate</strong> conducts an active strategic policy in order to maintain<br />
a leading position in terms of market share and technology. With<br />
production sites in <strong>the</strong> Ne<strong>the</strong>rlands, Dubai and <strong>the</strong> United States,<br />
<strong>TenCate</strong> has deployed its production facilities cost-effectively, with <strong>the</strong><br />
emphasis on volume production in <strong>the</strong> Middle East, and <strong>the</strong> logistical<br />
lines to <strong>the</strong> market are short. Within this strategic policy, <strong>TenCate</strong> also<br />
leads <strong>the</strong> way in entering into partnerships with key providers of<br />
syn<strong>the</strong>tic turf systems. This allows optimum fulfilment of <strong>the</strong> end-user<br />
marketing cornerstones of <strong>TenCate</strong>’s business model.<br />
Interests in downstream activities (marketing and installation<br />
companies) are increasingly being integrated and costs shared (chain<br />
integration). <strong>TenCate</strong> <strong>the</strong>reby combines expertise in <strong>the</strong> development<br />
and production of syn<strong>the</strong>tic turf fibres and carpet backing, as well as<br />
research and development in <strong>the</strong> field of sport characteristics, with <strong>the</strong><br />
knowledge of system developers and installation companies. The aim<br />
is to improve <strong>the</strong> quality, playing characteristics and durability of<br />
syn<strong>the</strong>tic turf pitches. The alliances with market participants are giving<br />
rise to joint technological and o<strong>the</strong>r developments and reductions<br />
in <strong>the</strong> time to market. The acquisitions in 2011 of shareholdings in<br />
GreenFields and Hellas Construction fit in with this policy. In order<br />
to streng<strong>the</strong>n <strong>the</strong> quality image, co-branding takes place with <strong>the</strong><br />
overarching <strong>TenCate</strong> ® corporate brand.<br />
Annual Report 2011 51
REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />
By maintaining partnerships, <strong>TenCate</strong> Grass aims to achieve optimum<br />
geographic coverage with a broad product portfolio based on a<br />
differentiated brand policy for all sports and landscaping markets, thus<br />
ensuring that a direct relationship is maintained with end-users<br />
(consumers, sports associations, local authorities, etc.).<br />
SUSTAINABILITY<br />
Quality guarantees <strong>through</strong>out <strong>the</strong> chain are of great importance,<br />
because <strong>the</strong>re is growing quality awareness in <strong>the</strong> market. Close<br />
co-operation also contributes to environmentally friendly and<br />
sustainable concepts, as well as <strong>the</strong> recycling of sports pitches.<br />
<strong>TenCate</strong> XQ technology for recreational<br />
and top-flight sport<br />
Syn<strong>the</strong>tic turf sports pitches based on <strong>TenCate</strong> Grass components<br />
are ideal for both recreational and top-flight sport. In 2011 <strong>the</strong><br />
Christian Unified School District of San Diego (California, USA)<br />
and <strong>the</strong> Ralph Wilson Stadium in Orchard Park, Buffalo (New York,<br />
USA) installed syn<strong>the</strong>tic turf pitches based on <strong>TenCate</strong> XQ . This<br />
patented technology gives <strong>the</strong> syn<strong>the</strong>tic turf fibre optimum strength<br />
and wear resistance. The combination of this technology and <strong>the</strong><br />
syn<strong>the</strong>tic turf fibres used – <strong>TenCate</strong> Monoslide Ultra and <strong>TenCate</strong><br />
XP Blade – offers <strong>the</strong> best of both worlds. The result is a surface<br />
with optimum, durable playing characteristics that looks like a<br />
natural grass pitch in top condition..<br />
52<br />
Royal Ten Cate<br />
The technology component has also been strongly developed within<br />
<strong>the</strong> Grass group. <strong>TenCate</strong> has a large number of valuable formulations<br />
and patents in <strong>the</strong> field of fibre and process technology. Formulations<br />
are developed in-house which give fibres high wear resistance and<br />
make <strong>the</strong>m flexible and resilient. As a result, fibres in sports pitches<br />
remain upright longer, leading to an improvement in both playing<br />
characteristics and appearance.<br />
In 2011 <strong>TenCate</strong> Grass introduced <strong>the</strong> 3D weaving technology<br />
developed by <strong>TenCate</strong>. This opens <strong>the</strong> way to recyclable and fully<br />
integrated syn<strong>the</strong>tic turf systems, whereby greater functionality can<br />
be introduced into <strong>the</strong> top layer.<br />
Such concepts also have a positive effect on <strong>the</strong> costs of installation<br />
and reinstallation. That also contributes to sustainability, since <strong>the</strong><br />
whole product is produced from <strong>the</strong> same type of raw materials,<br />
allowing easier recycling. That means <strong>the</strong> environmental impact in<br />
particular can be greatly reduced.<br />
Constant attention is devoted to <strong>the</strong> safety of sportsmen and women.<br />
<strong>TenCate</strong> is one of <strong>the</strong> 11 partners in Skin Comfort, a project bringing<br />
toge<strong>the</strong>r organisations such as Radboud University Nijmegen Medical<br />
Centre, API, Philips Consumer Lifestyle and <strong>the</strong> University of Twente.<br />
This consortium investigates <strong>the</strong> interaction between materials and<br />
<strong>the</strong> skin across a wide range of applications. <strong>TenCate</strong> is looking<br />
specifically at <strong>the</strong> interaction between players and syn<strong>the</strong>tic turf<br />
(injury prevention). The results provide a good basis for fur<strong>the</strong>r product<br />
development.<br />
The use of syn<strong>the</strong>tic turf offers new possibilities in <strong>the</strong> field of water<br />
management. At <strong>the</strong> opening of <strong>the</strong> Open Innovation Center for<br />
Advanced Materials (OICAM) in Nijverdal, <strong>TenCate</strong> and Pentair X-Flow<br />
introduced GreenSource, <strong>the</strong> first demonstrator created as a result of<br />
open innovation. This project involves a combination of a <strong>TenCate</strong><br />
syn<strong>the</strong>tic turf system and Pentair X-Flow filtration technology. This<br />
makes it possible to generate drinking water worldwide both in sports<br />
complexes and from landscaping with syn<strong>the</strong>tic turf, particularly in<br />
areas dominated by water shortages or having only polluted water<br />
available.
The sports market is currently <strong>the</strong> main market in syn<strong>the</strong>tic turf. The<br />
landscaping market is never<strong>the</strong>less growing strongly and ultimately<br />
has equivalent if not greater potential. Reduced maintenance and<br />
environmental factors (savings in <strong>the</strong> consumption of water, artificial<br />
fertiliser and pesticides) are important reasons for <strong>the</strong> acceptance of<br />
syn<strong>the</strong>tic turf in gardens and public green spaces.<br />
During <strong>the</strong> reporting year, <strong>the</strong> sponsorship agreement between<br />
<strong>TenCate</strong> Grass and <strong>the</strong> Cruyff Foundation was extended for three<br />
years. One of <strong>the</strong> foundation’s initiatives is <strong>the</strong> international rollout<br />
of Cruyff Courts, syn<strong>the</strong>tic turf plots in urban areas. There are now<br />
over 100 such courts in The Ne<strong>the</strong>rlands and several dozen in o<strong>the</strong>r<br />
countries.<br />
GENERAL PERFORMANCE<br />
The revenues of <strong>the</strong> Grass group recorded an organic decrease of 16%<br />
during <strong>the</strong> reporting year compared to 2010. This was partly due to <strong>the</strong><br />
general decline in <strong>the</strong> market volume in syn<strong>the</strong>tic turf, particularly in<br />
<strong>the</strong> United States and Sou<strong>the</strong>rn Europe, and <strong>the</strong> termination of a large<br />
supply contract. Although new market participants joined <strong>the</strong><br />
downstream activities in 2011, it was not immediately possible to<br />
absorb <strong>the</strong> loss of revenues. The downstream activities of <strong>TenCate</strong><br />
Grass in <strong>the</strong> syn<strong>the</strong>tic turf market showed revenue growth partly due<br />
to acquisitions. The decrease in <strong>the</strong> volume of revenues led to a sharp<br />
fall in earnings.<br />
The syn<strong>the</strong>tic turf activities witnessed a continuing market<br />
consolidation and strategic repositioning in 2011. The focus within<br />
<strong>TenCate</strong> Grass is shifting from fibre production to <strong>the</strong> supply of<br />
syn<strong>the</strong>tic turf systems for <strong>the</strong> sports market and landscaping.<br />
A development process began at <strong>the</strong> start of 2011, in order to increase<br />
<strong>the</strong> effectiveness of <strong>the</strong> integrated distribution activities in <strong>the</strong><br />
syn<strong>the</strong>tic turf market. The implementation of <strong>the</strong> strategy should lead<br />
to an improvement in results.<br />
The situation in <strong>the</strong> financial markets and <strong>the</strong> tightening of local<br />
authority budgets in <strong>the</strong> market as a whole led to restraint in <strong>the</strong><br />
awarding of contracts for syn<strong>the</strong>tic turf projects during <strong>the</strong> reporting<br />
year, particularly in <strong>the</strong> United States and Sou<strong>the</strong>rn Europe. The longterm<br />
trend is never<strong>the</strong>less positive. The acceptance of syn<strong>the</strong>tic turf,<br />
partly driven by lower maintenance costs and water scarcity, is an<br />
irreversible process.<br />
The provision of product or system warranties is part of <strong>the</strong> <strong>value</strong><br />
<strong>proposition</strong>.<br />
In <strong>the</strong> United States, <strong>TenCate</strong> substantially increased <strong>the</strong> production<br />
capacity at Dayton by adding an additional production line for its most<br />
durable syn<strong>the</strong>tic turf product, <strong>TenCate</strong> XP Blade . <strong>TenCate</strong> can now<br />
meet <strong>the</strong> worldwide structural growth in demand for <strong>the</strong>se wearresistant<br />
syn<strong>the</strong>tic turf fibres. <strong>TenCate</strong> XP Blade is manufactured<br />
according to a unique process developed by <strong>TenCate</strong>. <strong>TenCate</strong> is <strong>the</strong><br />
only supplier in <strong>the</strong> world to offer an optional five-year warranty on <strong>the</strong><br />
wear-resistance of <strong>TenCate</strong> XP Blade , regardless of <strong>the</strong> number of<br />
hours of use. This is a logical consequence of <strong>the</strong> comprehensive chain<br />
integration with system partners and o<strong>the</strong>r participants. This enables<br />
<strong>the</strong> entire process of supplying a syn<strong>the</strong>tic turf system to be carried<br />
out under optimum quality control.<br />
In this connection, <strong>the</strong> first <strong>TenCate</strong> Performance Warranty certificate<br />
was issued to a Dutch football association <strong>through</strong> Edel Grass in April.<br />
This certificate was <strong>the</strong> result of an agreement which <strong>TenCate</strong> Grass<br />
entered into in 2010 with <strong>the</strong> certifying body INTRON to issue a<br />
performance warranty (backed by Allianz) for syn<strong>the</strong>tic turf systems at<br />
FIFA 2 Star level. INTRON certifies manufacturers of syn<strong>the</strong>tic turf<br />
systems in respect of <strong>the</strong>ir quality control. FIFA 2 Star is <strong>the</strong><br />
performance level which <strong>the</strong> football federation has defined for topflight<br />
competitive football. Oranjewoud Realisatie is also participating<br />
in this warranty system.<br />
Multifunctionality also provides added <strong>value</strong>, because it increases <strong>the</strong><br />
possible uses. Clubs and schools, etc. <strong>the</strong>refore have to invest less<br />
money in sports facilities.<br />
At <strong>the</strong> end of 2011, GreenFields successfully installed its first FIFA- and<br />
IRB-certified dual-use syn<strong>the</strong>tic turf pitch in China at <strong>the</strong> prestigious<br />
Western Academy of Beijing. A GreenFields dual-use pitch (for football<br />
and hockey) at <strong>the</strong> Fa<strong>the</strong>r Agnel School in Mumbai has been selected<br />
by <strong>the</strong> All India Football Federation (AIFF) and FIFA as <strong>the</strong> basis for one<br />
of <strong>the</strong> first national football academies in India.<br />
The US Army has installed a GreenFields syn<strong>the</strong>tic turf pitch at <strong>the</strong><br />
former Olympic Stadium in Kabul. The renovated stadium in <strong>the</strong> Afghan<br />
capital is a symbol of progress now that NATO troops are increasingly<br />
withdrawing from <strong>the</strong> country, and in particular it serves to encourage<br />
Annual Report 2011 53
Since August 2011 <strong>the</strong> American football<br />
team <strong>the</strong> Buffalo Bills of <strong>the</strong> NFL has<br />
been playing its home games on one of<br />
<strong>the</strong> most technically advanced syn<strong>the</strong>tic<br />
turf pitches in <strong>the</strong> United States of<br />
America. The pitch was installed in <strong>the</strong><br />
Ralph Wilson Stadium in Orchard Park<br />
by A-Turf Inc from Buffalo (New York),<br />
who opted for <strong>TenCate</strong> XP Blade and<br />
<strong>TenCate</strong> Monoslide Ultra syn<strong>the</strong>tic turf<br />
fi bres with <strong>TenCate</strong> XQ technology.<br />
The combination of <strong>the</strong> two fi bres<br />
offers unsurpassed durability and<br />
playability, while providing a natural<br />
appearance that is second to none.<br />
This blend is a great leap forward in<br />
syn<strong>the</strong>tic turf technology, as it combines<br />
<strong>the</strong> best of both worlds by ensuring a<br />
groundbreaking syn<strong>the</strong>tic turf system<br />
that not only looks great, but also<br />
performs at <strong>the</strong> highest level in American<br />
football.<br />
GRASS<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />
women’s football. If <strong>the</strong> pitch is approved by FIFA in <strong>the</strong> near future, it<br />
will be possible to use it for international competitions from as early as<br />
this year.<br />
Clubs in <strong>the</strong> English Football League are now also increasingly calling<br />
for <strong>the</strong> installation of syn<strong>the</strong>tic turf to be permitted. Now that <strong>the</strong><br />
GreenFields pitch at <strong>the</strong> Scottish club Stenhousemuir has received <strong>the</strong><br />
FIFA 2 Star certificate for <strong>the</strong> sixth year running, English clubs are<br />
becoming aware of <strong>the</strong> major advantages of a syn<strong>the</strong>tic turf pitch, such<br />
as predictable playability and playing characteristics, low water<br />
consumption and maintenance.<br />
In <strong>the</strong> United States, leading installers such as Hellas Construction and<br />
A-Turf chose <strong>TenCate</strong> to develop attractive projects such as <strong>the</strong> first<br />
NFL pitch. The combination of technology and fibres is a leap forward<br />
in syn<strong>the</strong>tic turf technology and offers not only high durability and<br />
playability but also an unrivalled natural appearance.<br />
OUTLOOK FOR TENCATE GRASS<br />
As a result of tighter government budgets, volumes of syn<strong>the</strong>tic turf in<br />
<strong>the</strong> global market are not set to show any significant rise in <strong>the</strong> short<br />
term, although <strong>the</strong>re will be regional differences. <strong>TenCate</strong>’s presence<br />
in <strong>the</strong> entire world market is an advantage. The main challenge<br />
<strong>TenCate</strong> Grass faces in <strong>the</strong> short term is controlling costs and<br />
implementing <strong>the</strong> differentiated market strategy based on brands and<br />
geographic areas. The Grass group will take fur<strong>the</strong>r organisational<br />
measures to improve results in <strong>the</strong> short term.<br />
Fur<strong>the</strong>r acceptance of syn<strong>the</strong>tic turf as a real alternative to natural<br />
grass in sport, with football as <strong>the</strong> main growth market, will ensure<br />
steady growth in <strong>the</strong> market.<br />
Annual Report 2011 55
Xennia Osiris<br />
Since mid-2011 Xennia Technology has<br />
had at its disposal a specifi c application<br />
of inkjet technology for <strong>the</strong> textile sector.<br />
The Xennia Osiris machine is an addition<br />
to <strong>the</strong> developments within Xennia and<br />
is complementary to <strong>the</strong> digital fi nishing<br />
solutions already available.<br />
Inkjet technology for continuous<br />
production processes delivers a fast<br />
response time, end-user-specifi c<br />
products and a reduction in inventory<br />
and production costs. The Xennia Osiris<br />
machine has been operational at Vishal<br />
Fashion in India since early 2011. Large<br />
volumes of more than ten kilometres in<br />
length are printed on it as fashion fabrics<br />
in small, medium and large runs. The<br />
company has a business model based<br />
on rapidly changing collections that are<br />
inspired by <strong>the</strong> fashions seen in current<br />
television fi lms and in movies.<br />
Parent company <strong>TenCate</strong> is working as<br />
launch customer on <strong>the</strong> development of<br />
inkjet coatings on technical textiles.<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
OTHER ACTIVITIES<br />
KEY FIGURES<br />
O<strong>the</strong>r activities 2011 2010 2009 2008 2007<br />
in millions of euros unless stated o<strong>the</strong>rwise<br />
Revenues 74.5 66.8 52.7 53.8 67.4<br />
Operating result before amortisation (EBITA) 5.9 9.8 – 7.0 – 3.9 2.4<br />
Operating result (EBIT) 4.1 8.3 – 8.1 – 3.9 2.4<br />
Investments 5.2 6.9 4.1 7.3 1.0<br />
Depreciation and amortisation 3.7 3.5 3.2 1.7 1.9<br />
Staff years at year-end 611 624 670 657 729<br />
* Including exceptional items.<br />
ACTIVITIES<br />
In addition to Holding & Services, <strong>the</strong> O<strong>the</strong>r Activities sector comprises<br />
◾ Xennia Technology<br />
Specialist inkjet technology for industrial applications, such as<br />
<strong>the</strong> printing, coating and finishing of materials.<br />
◾ <strong>TenCate</strong> Enbi<br />
Technical rollers and components particularly for printers, copiers,<br />
fax machines, postal sorting machines and automated teller<br />
machines.<br />
REVENUES AND RESULTS<br />
The revenues of <strong>the</strong> O<strong>the</strong>r Activities sector (inkjet technology,<br />
technical components and Holding & Services) amounted to<br />
€ 74.5 million (2010: € 66.8 million). EBITA amounted to € 5.9 million<br />
(2010: € 9.8 million). The decrease in EBITA was caused by a slight<br />
decrease in <strong>the</strong> results from both <strong>TenCate</strong> Enbi and Xennia Technology,<br />
as well as by lower EBITA at holding company level.<br />
XENNIA TECHNOLOGY<br />
MARKET POSITION AND STRATEGY<br />
Xennia Technology ltd of <strong>the</strong> UK (79%) specialises in <strong>the</strong> development<br />
of industrial production processes based on inkjet technology. Xennia<br />
combines technology (hardware solutions) with operating systems<br />
(software) and its own ink formulations to create industrial production<br />
systems. The company focuses mainly on textile printing and finishing,<br />
decoration and coating of materials, <strong>the</strong> packaging industry, printed<br />
electronics and medical applications. This represents a revolution for<br />
<strong>TenCate</strong> in <strong>the</strong> field of coatings and textile finishing, because<br />
functional characteristics can be applied to materials on a nano scale.<br />
This is an entirely new process in <strong>the</strong> treatment of technical textiles.<br />
This technology is <strong>the</strong>refore gradually being introduced into <strong>TenCate</strong>’s<br />
production process, initially in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics market<br />
group.<br />
The technology offers major progress in reducing <strong>the</strong> consumption of<br />
energy and raw materials, as well as in <strong>the</strong> accuracy of <strong>the</strong> process<br />
(controllability and quality). O<strong>the</strong>r advantages are <strong>the</strong> individualisation<br />
of volume products (mass customisation) and product innovation.<br />
With <strong>the</strong> forthcoming introduction of digital finishing by means of<br />
inkjet technology, a growing number of sustainability features can be<br />
added to technical and o<strong>the</strong>r textiles in <strong>the</strong> next three to five years,<br />
particularly outdoor and protective fabrics, such as active self-cleaning<br />
and energy-generating capabilities.<br />
GENERAL PERFORMANCE<br />
Considerable progress was made in <strong>the</strong> development of <strong>the</strong> ceramics<br />
market in 2011. The main sales area is China, where ceramic tiles are<br />
printed for interior use. The ceramics industry is using this technology<br />
both to improve products and to achieve major cost savings by<br />
digitising <strong>the</strong> process.<br />
Although revenues grew, earnings lagged far behind, partly due<br />
to continued relatively high development costs. Ink sales continued<br />
to lag behind because <strong>the</strong> necessary installed base of technology<br />
applications has not yet reached <strong>the</strong> required size. This is a gradual<br />
process. Work has been carried out jointly with <strong>TenCate</strong> technologists<br />
on new textile printing and finishing processes.<br />
Annual Report 2011 57<br />
*
REPORT OF THE EXECUTIVE BOARD > O<strong>the</strong>r activities<br />
> Inkjet technology offers major<br />
progress in reducing <strong>the</strong> consumption<br />
of energy and raw materials and<br />
in <strong>the</strong> accuracy of <strong>the</strong> process. <<br />
OUTLOOK<br />
In <strong>the</strong> years ahead, Xennia Technology will be an important technology<br />
partner that generates solutions with industrial partners in <strong>the</strong> field of<br />
inkjet technology. Xennia has formulated a growth strategy focusing on<br />
a number of niche markets, including textiles, in which <strong>TenCate</strong> is one<br />
of <strong>the</strong> main launch customers. The first tangible results of this are<br />
expected in <strong>the</strong> current reporting year.<br />
TENCATE ENBI<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> Enbi develops and produces technical rollers and components<br />
based on rubber and foam technology for paper transport and image<br />
transfer in printers, copiers and fax machines, as well as for postal<br />
sorting machines and automated teller machines. The products have<br />
to meet strict qualification requirements with regard to technical<br />
characteristics.<br />
<strong>TenCate</strong> Enbi occupies an important position as a leading supplier to<br />
major European, American and Asian printer and copier manufacturers.<br />
In addition to <strong>the</strong> office market, <strong>TenCate</strong> Enbi serves niche markets,<br />
such as postal sorting machines, ATMs, photo printers and insulation<br />
(foam-based products). A strong development capacity is an important<br />
precondition for success in this market, which increasingly has shorter<br />
production cycles.<br />
GENERAL PERFORMANCE<br />
The market in which <strong>TenCate</strong> Enbi operates remained fairly stable<br />
overall. <strong>TenCate</strong> Enbi recorded a decrease of approximately € 4 million<br />
in revenues, mainly due to <strong>the</strong> reduction in <strong>the</strong> volumes sold to larger<br />
customers. The site in China (Zhuhai) is obtaining a growing number<br />
of qualifications for components for Asian printer and copier<br />
manufacturers. Following <strong>the</strong> earthquake in Japan, which forced<br />
Japanese manufactures to locate <strong>the</strong>ir production elsewhere,<br />
<strong>TenCate</strong> Enbi in Zhuhai also received orders from Japanese producers.<br />
Preparations have been made to concentrate all Asian activities<br />
in Zhuhai.<br />
58<br />
Royal Ten Cate<br />
OUTLOOK FOR TENCATE ENBI<br />
<strong>TenCate</strong> Enbi has already provided information on <strong>the</strong> growth<br />
opportunities in <strong>the</strong> Asian market. Relationships with producers are<br />
developed on <strong>the</strong> basis of product qualifications. These qualification<br />
processes may be lengthy. The initial results of this are now becoming<br />
evident, and attractive opportunities are emerging in <strong>the</strong> Asian market.<br />
By contrast, developments relating to end-of-life products will cause<br />
<strong>the</strong> respective revenues to decrease or come to an end. <strong>TenCate</strong> Enbi<br />
is factoring in a fur<strong>the</strong>r reduction in revenues from major US<br />
relationships. The main growth is expected to be achieved at <strong>the</strong><br />
Chinese site.<br />
POST BALANCE SHEET EVENTS<br />
There are no event subsequent to <strong>the</strong> reporting date requiring<br />
commentary.
OUTLOOK<br />
<strong>TenCate</strong> operates predominantly in growth markets. Although<br />
government spending will remain squeezed in 2012, it is expected that<br />
<strong>the</strong> positive market trends for <strong>TenCate</strong> will remain intact and will<br />
continue.<br />
The first half of 2011 was very strong, mainly due to catch-up demand<br />
from <strong>the</strong> US Army for <strong>TenCate</strong> Defender M products. Sales of <strong>TenCate</strong><br />
Defender M in 2012 will be lower due to <strong>the</strong> gradual reduction in <strong>the</strong><br />
number of US troops in Afghanistan.<br />
This reduction is expected to be offset by new projects for <strong>the</strong> US<br />
Army and revenues in markets outside <strong>the</strong> United States are expected<br />
to show continued growth. A large number of new wearing trials for<br />
armies outside <strong>the</strong> US were started in 2011.<br />
The positive developments in complementary markets (security<br />
services, industry) for both <strong>TenCate</strong> Defender M and <strong>TenCate</strong><br />
Tecasafe Plus will also contribute to <strong>the</strong> fur<strong>the</strong>r growth.<br />
The growth in sales of composites for <strong>the</strong> aerospace industry will<br />
continue. This market is largely based on long-term contracts.<br />
The geosyn<strong>the</strong>tics activities are similarly expected to show continued<br />
growth, and fur<strong>the</strong>r market development is being pursued in emerging<br />
markets (BRIC countries).<br />
The Grass group will take fur<strong>the</strong>r organisational measures to improve<br />
results in <strong>the</strong> short term.<br />
The greater commercial focus at Xennia Technology is intended to<br />
accelerate <strong>the</strong> growth in earnings.<br />
No significant contribution is yet expected during <strong>the</strong> current year from<br />
<strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure system. A period of<br />
technical and logistical preparation will have to take place before such<br />
a system is used in vehicle programmes. There is never<strong>the</strong>less great<br />
interest in this system in <strong>the</strong> defence market.<br />
With a more even distribution of sales of <strong>TenCate</strong> Defender M<br />
products, a different picture is expected in 2012 compared to 2011.<br />
The performance in <strong>the</strong> first half of 2012 will <strong>the</strong>refore not be<br />
comparable to that of 2011.<br />
Partly in view of a number of multi-year contracts and larger projects<br />
which were initiated or already in <strong>the</strong> portfolio, <strong>TenCate</strong> expects its<br />
result for full-year 2012 to be at least in line with that of 2011, barring<br />
unforeseen circumstances.<br />
High-speed inkjet technology<br />
<strong>TenCate</strong> has gained access to a specific inkjet technology<br />
application for <strong>the</strong> textile sector. The Osiris machine supplements<br />
<strong>the</strong> developments at Xennia Technology and complements <strong>the</strong><br />
solutions Xennia can provide. Inkjet technology for continuous<br />
production processes means fast response times, end-user-specific<br />
products and lower inventory and production costs. The Osiris<br />
machine has been in operation at Vishal Fashion in India since early<br />
2011. It is used to print large volumes of fashion fabrics (over 10<br />
kilometres) on a daily basis. <strong>TenCate</strong> is currently working on <strong>the</strong><br />
development of inkjet coatings on technical textiles as a launch<br />
customer.<br />
Annual Report 2011 59
Actions for 2012<br />
◾ Using indicators to highlight sustainability aspects<br />
As a follow-up to earlier initiatives in 2011 and previous years,<br />
2012 is expected to see a large number of CSR initiatives centred<br />
on making performances measurable at both process and product<br />
level. A collective approach is being supported by <strong>the</strong> holding<br />
company. Using selected GRI standards, quality data are being<br />
obtained from market groups worldwide based on key performance<br />
indicators that are mutually comparable. This will provide a more<br />
comprehensive overview at group level.<br />
◾ Organisational embedding of new profit sources and development<br />
of system concepts<br />
The development of new sources of future profit and <strong>the</strong><br />
conceptual development of systems and solutions for end-users<br />
require organisational expansion or adjustment in some areas.<br />
This may initially involve costs. The system approach can be<br />
focused on providing a functional solution against <strong>the</strong> background<br />
of a sustainable concept. An example of this is <strong>the</strong> GreenSource ®<br />
concept which <strong>TenCate</strong> has developed with partners and which<br />
links sport played on syn<strong>the</strong>tic turf to sustainable water<br />
management. Ano<strong>the</strong>r example that can be mentioned in this<br />
regard is <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure system,<br />
which is entering <strong>the</strong> commercial phase in 2012. This is not<br />
expected to make a significant contribution in <strong>the</strong> current financial<br />
year.<br />
◾ Continuation and completion of network integration<br />
in <strong>the</strong> syn<strong>the</strong>tic turf market<br />
This process, which has taken a number of years, is expected<br />
to be completed in 2012, providing a basis for a profit recovery.<br />
The market participants associated with <strong>TenCate</strong> will work<br />
closely toge<strong>the</strong>r to provide optimum service for <strong>the</strong> market with<br />
a segmented offering of systems for a wide range of sports<br />
pplications and landscaping. Based on <strong>the</strong> quality image of<br />
<strong>the</strong> <strong>TenCate</strong> brand, <strong>the</strong> parties will operate under <strong>the</strong>ir own brand<br />
in specific geographic markets.<br />
60<br />
Royal Ten Cate<br />
◾ End-user marketing<br />
Fur<strong>the</strong>r expansion and intensification of <strong>TenCate</strong> brand awareness<br />
and brand perception by making greater use of social media and<br />
individualised and interactive provision of information. Clear<br />
communication on sustainable <strong>value</strong> <strong>proposition</strong>s, making use<br />
of <strong>the</strong> various media.<br />
◾ <strong>TenCate</strong>’s positioning as a solutions provider in <strong>the</strong> automotive<br />
market<br />
As part of <strong>the</strong> policy of prioritising growth in <strong>the</strong> composites<br />
businesses, close attention will be devoted to <strong>the</strong> current<br />
developments in <strong>the</strong> automotive industry. <strong>TenCate</strong> occupies a<br />
leading position in <strong>the</strong>rmoplastic composites. The automotive<br />
industry is on <strong>the</strong> verge of a technological revolution involving <strong>the</strong><br />
use of new composite materials. This need has arisen primarily<br />
from government regulations aimed at annual reductions in CO2 emissions from vehicles. The industry <strong>the</strong>refore has to develop<br />
innovative, lightweight concepts, which require adjustments<br />
to <strong>the</strong> design and manufacturing process.<br />
A discernible trend is under way in <strong>the</strong> aerospace and automotive<br />
industries towards project-based co-operation with <strong>the</strong> aim of<br />
reducing <strong>the</strong> costs of composites and making materials more<br />
suitable for industrial processes. By participating in various<br />
industrial networks, <strong>TenCate</strong> aims to become part of <strong>the</strong> required<br />
solutions with its aerospace background.<br />
◾ Embedding of inkjet technology in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics<br />
production process<br />
The first production runs for specific print applications will take<br />
place in 2012 at <strong>the</strong> production site in Nijverdal (Ne<strong>the</strong>rlands).<br />
Work will also start on <strong>the</strong> establishment of <strong>the</strong> finishing<br />
department (coatings) for production based on inkjet technology.
Corporate information<br />
CORPORATE GOVERNANCE<br />
The Supervisory Board and <strong>the</strong> Executive Board endorse <strong>the</strong> main<br />
corporate governance principles, in <strong>the</strong> form currently applicable<br />
to Dutch listed companies operating internationally.<br />
The corporate governance structure is based on <strong>the</strong> voluntary<br />
application of <strong>the</strong> two-tier board structure. The main elements of<br />
this are:<br />
◾ The financial statements are adopted by <strong>the</strong> general meeting<br />
of shareholders;<br />
◾ Supervisory directors are appointed by <strong>the</strong> general meeting<br />
of shareholders on <strong>the</strong> basis of nominations by <strong>the</strong> Supervisory<br />
Board. The profile of <strong>the</strong> members of <strong>the</strong> Supervisory Board is<br />
first discussed at <strong>the</strong> general meeting of shareholders at <strong>the</strong> time<br />
of adoption and on each subsequent modification;<br />
◾ The general meeting of shareholders and <strong>the</strong> works council can<br />
recommend persons to <strong>the</strong> Supervisory Board for nomination<br />
as supervisory directors;<br />
◾ With an outright majority of votes, <strong>the</strong> general meeting of<br />
shareholders representing at least one-third of <strong>the</strong> issued share<br />
capital may reject <strong>the</strong> nomination by <strong>the</strong> Supervisory Board;<br />
◾ The members of <strong>the</strong> Executive Board are appointed by <strong>the</strong> general<br />
meeting of shareholders on <strong>the</strong> basis of a binding nomination by<br />
<strong>the</strong> Supervisory Board.<br />
No changes or adjustments were made to corporate governance within<br />
<strong>TenCate</strong> in 2011. Consequently, for <strong>the</strong> full corporate governance<br />
documentation we refer to <strong>the</strong> <strong>TenCate</strong> website, <strong>the</strong> report of <strong>the</strong><br />
Supervisory Board appearing on page 20 and <strong>the</strong> 2011 remuneration<br />
report, which can also be found on <strong>the</strong> <strong>TenCate</strong> website.<br />
SWOT ANALYSIS<br />
<strong>TenCate</strong> has for a number of years provided an outline of <strong>the</strong> SWOT<br />
analysis in its annual report. This analysis is a permanent feature of<br />
<strong>the</strong> internal strategic framework, in which each market group draws<br />
up a SWOT matrix for each continent. The points included in this apply<br />
to <strong>TenCate</strong> as a collective group. On <strong>the</strong> basis of <strong>the</strong> SWOT matrix,<br />
a confrontation matrix is drawn up for each market group, as shown<br />
on pages 33 and 47.<br />
In addition to <strong>the</strong> fact that indicated improvement points are tackled on<br />
an ongoing basis and actions are undertaken to address threats, <strong>the</strong><br />
SWOT analysis is part of a gradual process of refinement and control.<br />
Since full details of <strong>the</strong> formulated SWOT analysis can be found in<br />
<strong>the</strong> 2010 annual report, only a point-by-point summary of <strong>the</strong> main<br />
components is provided here.<br />
◾ The strength of <strong>TenCate</strong><br />
◾ The strength of <strong>the</strong> <strong>TenCate</strong> ® corporate brand with <strong>the</strong> following<br />
core <strong>value</strong>s: innovative, solution-focused, high-quality and reliable.<br />
The <strong>TenCate</strong> corporate brand is a connecting factor linking <strong>the</strong><br />
various market activities. The recent media focus on <strong>TenCate</strong><br />
Defender M and <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure<br />
system has made a strong positive contribution to <strong>the</strong> <strong>TenCate</strong> ®<br />
brand.<br />
◾ Competitive position based on economies of scale, technology<br />
development and innovations (IP), <strong>the</strong> broad technological basis<br />
and global presence in markets and diversified access to <strong>the</strong><br />
commodities market.<br />
◾ Market leadership in niche markets.<br />
◾ Improvement points<br />
◾ <strong>TenCate</strong> is an organically growing company which has gained an<br />
increasingly international character over <strong>the</strong> years. The process of<br />
transformation from a production-dominated company to a marketdriven<br />
solution provider makes additional demands on employees.<br />
An advanced management development programme is required in<br />
order to keep <strong>the</strong> organisation in step with developments and<br />
anticipate <strong>the</strong> future.<br />
◾ The growth process has been accelerated by applying a greater<br />
focus and streng<strong>the</strong>ning <strong>the</strong> local presence in growth markets.<br />
The achievement of <strong>the</strong> associated revenue growth is a gradual<br />
process.<br />
◾ Value chain integration in <strong>the</strong> syn<strong>the</strong>tic turf activities is also<br />
a point of attention in 2012. The aim is to increase <strong>the</strong> return<br />
substantially, partly by fur<strong>the</strong>r implementation and optimisation<br />
of <strong>the</strong> downstream activities coupled with an optimisation of<br />
component production (fibres and backing) and <strong>the</strong> associated<br />
capacity utilisation.<br />
◾ The generation of profitable revenues from previous (capitalised)<br />
developments at Xennia Technology, with <strong>the</strong> aim of streng<strong>the</strong>ning<br />
<strong>the</strong> marketing and sales activities.<br />
Annual Report 2011 61
CORPORATE INFORMATION<br />
◾ Opportunities<br />
◾ The continuing attention devoted to technological developments<br />
and product differentiation focused on new and existing market<br />
requirements leads to a constant stream of opportunities. Product<br />
developments such as <strong>TenCate</strong> Defender M and <strong>TenCate</strong><br />
Tecasafe Plus are good examples of this. Business development<br />
has been embedded more strongly in <strong>the</strong> organisation since 2010.<br />
◾ The new aerospace armour production plant opened at <strong>the</strong> end of<br />
2011. After <strong>the</strong> initial long-term project with Eurocopter, o<strong>the</strong>r<br />
producers have also signed up for armour projects. <strong>TenCate</strong><br />
combines its capacities as an aerospace company with those in<br />
vehicle armour, generating substantial added <strong>value</strong>.<br />
◾ Developments in new geographic markets provide opportunities<br />
for <strong>TenCate</strong> and can offset possible cyclical declines in certain<br />
traditional markets.<br />
◾ Threats<br />
◾ As a result of growing uncertainties in <strong>the</strong> financial markets, <strong>the</strong><br />
supply of credit may come under renewed pressure. <strong>TenCate</strong> will<br />
maintain an ample safety margin with regard to its maximum debt<br />
ratio, which may put some pressure on <strong>the</strong> financeability of larger<br />
potential acquisitions. Priority will be given to <strong>the</strong> reduction of<br />
working capital in order to maintain maximum headroom for<br />
growth.<br />
◾ New syn<strong>the</strong>tic turf fibre producers offering components at<br />
extremely low prices are a potential threat. This threat is<br />
addressed by continuing to focus attention on systems and <strong>the</strong><br />
needs of end-users (solutions) and maintaining direct access to<br />
<strong>the</strong> market (point of sale).<br />
◾ The substantial proportion of revenues from <strong>TenCate</strong> Defender M<br />
62<br />
dependent on <strong>the</strong> US Army remains a point of attention.<br />
The reduction in <strong>the</strong> number of military personnel stationed in<br />
Iraq and Afghanistan should not be viewed as overwhelmingly<br />
negative. <strong>TenCate</strong> has succeeded in fur<strong>the</strong>r expanding <strong>the</strong> overall<br />
portfolio of <strong>the</strong> <strong>TenCate</strong> Defender M range and has developed<br />
o<strong>the</strong>r concepts based on similar technology (such as <strong>TenCate</strong><br />
Tecasafe Plus). <strong>TenCate</strong> is also enjoying increasing success in this<br />
field outside America.<br />
Royal Ten Cate<br />
◾ Challenges<br />
◾ <strong>TenCate</strong> faces major challenges over <strong>the</strong> next five years in its aim<br />
of growing to an indicative revenue level of approximately<br />
€ 2 billion. This will entail inevitable organisational challenges.<br />
◾ As a producer of materials, <strong>the</strong>re is a close relationship with<br />
production processes in later links in <strong>the</strong> <strong>value</strong> chain and with <strong>the</strong><br />
ultimate design of <strong>the</strong> end-product. The challenge for <strong>TenCate</strong> is<br />
to choose such a positioning in <strong>the</strong> <strong>value</strong> chain that this results in<br />
a sustainable profit model in <strong>the</strong> longer term. The transformation<br />
to a solution-focused organisation means that operations<br />
increasingly have to take place in network structures, requiring<br />
new skills on <strong>the</strong> part of <strong>the</strong> organisation. An organisation which<br />
adopts a market stance based on a new dimension may<br />
substantially change <strong>the</strong> company’s image.<br />
RISK MANAGEMENT<br />
Enterprise entails risks. Because <strong>TenCate</strong> operates in different<br />
markets, <strong>the</strong> company also faces varied risks in each market.<br />
<strong>TenCate</strong> aims to identify and control <strong>the</strong>se risks as early as possible.<br />
Risk control models have <strong>the</strong>refore been developed, which are updated<br />
and discussed with <strong>the</strong> group management at least four times a year.<br />
The risk control and supervision measures are aimed at early<br />
identification of <strong>the</strong>se risks.<br />
The main risks and <strong>the</strong> applicable risk control models are described<br />
briefly below. A full description of <strong>the</strong> risk management can be found<br />
on <strong>the</strong> <strong>TenCate</strong> website.<br />
STRATEGIC RISKS<br />
In order to assess <strong>the</strong> strategic risks, <strong>TenCate</strong> uses a business<br />
model based on four cornerstones: end-user marketing, product<br />
differentiation, technological innovation and cost leadership.<br />
An analysis of this model enables <strong>TenCate</strong> to carry out a clear and<br />
rapid assessment of <strong>the</strong> company’s strategic position and to adjust it<br />
accordingly. A second model used is <strong>the</strong> SWOT analysis. This analysis<br />
is also used as a basis for agreements with <strong>the</strong> management on<br />
measures to reduce risks.
MARKET RISKS<br />
Government expenditure in <strong>the</strong> main countries is an important factor<br />
in demand for <strong>TenCate</strong> products. Strong commercial networks and<br />
<strong>the</strong> associated supply of information enable <strong>the</strong> company to swiftly<br />
anticipate government plans. By maintaining flexibility in cost<br />
structures, it is possible to compensate for <strong>the</strong> consequences of<br />
a decrease in demand.<br />
In situations of scarcity or heavy dependence on a single supplier,<br />
<strong>the</strong>re are risks of non-availability or disproportionate price rises.<br />
Active steps are taken to reduce this dependence.<br />
OPERATIONAL RISKS<br />
<strong>TenCate</strong>’s organisation strategy is based on a decentralised model.<br />
The managements of market groups and operating companies are<br />
controlled on <strong>the</strong> basis of a formalised planning and control cycle.<br />
<strong>TenCate</strong> performs preventive inspections of its products and almost<br />
all businesses are ISO-certified.<br />
<strong>TenCate</strong>’s environmental policy is based on limiting any impact on<br />
<strong>the</strong> environment as far as possible. Periodic inspections are carried<br />
out both by <strong>the</strong> holding company and by <strong>the</strong> operating company<br />
managements and measures are taken to avoid environmental<br />
risks. Each operating company has its own systems for control and<br />
transaction processing in <strong>the</strong> main operating processes. Information<br />
security and back-up procedures are followed to minimise <strong>the</strong> risk of<br />
disruption to <strong>the</strong>se systems.<br />
LEGAL AND TAX RISKS<br />
<strong>TenCate</strong> becomes involved in various legal proceedings resulting from<br />
normal business operations. The progress of <strong>the</strong>se proceedings is<br />
monitored continuously. A summary is discussed in <strong>the</strong> finance<br />
committee of <strong>the</strong> Supervisory Board twice a year.<br />
> <strong>TenCate</strong> has developed risk control<br />
models, which are updated and<br />
discussed with <strong>the</strong> group management<br />
at least four times a year. <<br />
FINANCIAL RISKS<br />
The financing of <strong>the</strong> company is for <strong>the</strong> most part centralised <strong>through</strong><br />
corporate treasury. The main financing source is <strong>the</strong> € 450 million<br />
syndicated loan arranged in December 2010. The main covenant<br />
concerns <strong>the</strong> debt / EBITDA-ratio. In view of <strong>the</strong> specific seasonal<br />
pattern in <strong>TenCate</strong>’s financing requirement, quarterly debt / EBITDA<br />
ratios have been agreed. That substantially reduces <strong>the</strong> risk of a<br />
breach of covenant.<br />
The risk of an interest rate rise in <strong>the</strong> subsequent years is hedged in<br />
principle to various percentages, taking account of expected interest<br />
rate trends. The effect of changes in <strong>the</strong> <strong>value</strong> of financial instruments<br />
on <strong>the</strong> company’s result is mitigated as far as possible by <strong>the</strong> use of<br />
hedge accounting.<br />
With regard to currencies, Ten Cate draws a distinction between<br />
competition, transaction and translation risk. The competition risk<br />
is hedged over <strong>the</strong> subsequent six months by means of options.<br />
The foreign currency transaction risk is hedged by means of futures<br />
or options. The translation risk on <strong>the</strong> results of subsidiaries outside<br />
<strong>the</strong> eurozone is offset where possible internally by euro-denominated<br />
revenues of subsidiaries outside <strong>the</strong> eurozone.<br />
No impairment has been recognised in respect of <strong>the</strong> intangible fixed<br />
assets. The sensitivity with regard to <strong>the</strong> main assumptions on this<br />
subject has increased at <strong>the</strong> <strong>TenCate</strong> Grass unit. Fur<strong>the</strong>r details can<br />
be found in note 37.2.<br />
<strong>TenCate</strong> has placed <strong>the</strong> pension provision for Dutch employees with<br />
Stichting Pensioenfonds Koninklijke Ten Cate nv. The pension fund<br />
has taken measures to reduce <strong>the</strong> risk profile as part of its investment<br />
policy. In 2011, Royal <strong>TenCate</strong> switched from <strong>the</strong> corridor method to<br />
<strong>the</strong> OCI method for <strong>the</strong> valuation of pension liabilities. This change of<br />
system provides greater insight into changes in pension liabilities.<br />
Annual Report 2011 63
GreenSource<br />
sports for water<br />
In July 2011 <strong>TenCate</strong> and Pentair X-Flow<br />
presented <strong>the</strong> demonstrator developed<br />
in open innovation for drinking water<br />
management. This GreenSource project<br />
combines <strong>TenCate</strong> syn<strong>the</strong>tic turf systems<br />
for sports or landscaping with Pentair<br />
X-Flow technology for <strong>the</strong> treatment of<br />
rainwater and sewage. Wavin supplies<br />
<strong>the</strong> drainage systems.<br />
The GreenSource system enables water<br />
management to be used worldwide on<br />
sports complexes and stadiums as well<br />
as on landscaping based on syn<strong>the</strong>tic<br />
turf. The treated water can be used for<br />
spraying syn<strong>the</strong>tic turf pitches and for<br />
irrigation of <strong>the</strong> natural landscape. Water<br />
of this quality can also be made suitable<br />
for drinking water.<br />
Worldwide <strong>the</strong>re is a growing demand<br />
for sustainable products, in particular for<br />
those that save water. The GreenSource<br />
system meets this need.<br />
Business development<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
CORPORATE INFORMATION<br />
RISK MANAGEMENT AND CONTROL SYSTEMS<br />
A whistleblowers scheme and a complaint scheme enable employees<br />
to inform <strong>the</strong> company management of any undesirable situations.<br />
It is important to maintain direct contact between <strong>the</strong> Executive Board,<br />
group managements and directors of operating companies. Extensive<br />
monthly reports are filed and <strong>the</strong> performance, results, outlook and<br />
certain risk management aspects are discussed each quarter. The risk<br />
management also forms part of <strong>the</strong> consultations with <strong>the</strong> financial<br />
committee of <strong>the</strong> Supervisory Board.<br />
All managers and controllers sign a letter of representation twice a<br />
year declaring <strong>the</strong>ir compliance with financial reporting / internal<br />
control requirements.<br />
EVALUATION OF RISK MANAGEMENT AND CONTROL SYSTEMS<br />
The Executive Board is of <strong>the</strong> opinion that:<br />
◾ The risk management and control systems provide reasonable<br />
assurance that <strong>the</strong> financial reporting is free of material<br />
misstatements;<br />
◾ The risk management and control systems have operated correctly<br />
in <strong>the</strong> reporting year;<br />
◾ There are no indications that <strong>the</strong> risk management and control<br />
systems will not operate correctly during <strong>the</strong> current year.<br />
However well designed our internal risk management and control<br />
systems are, <strong>the</strong>y can never provide absolute certainty that objectives<br />
in <strong>the</strong> field of strategy, operation, reporting and compliance with laws<br />
and rules will always be achieved. In taking decisions we are aware<br />
that:<br />
◾ Human errors of judgement may arise;<br />
◾ Cost-benefit assessments must constantly be made when<br />
assuming risks and taking control measures;<br />
◾ Human failings and even simple errors or mistakes can have major<br />
consequences;<br />
◾ Conspiracies by officials can lead to circumvention of internal<br />
control measures<br />
◾ The management of parts of <strong>the</strong> company can permanently or<br />
temporarily negate agreements made with <strong>the</strong> Executive Board.<br />
This statement should not be interpreted as being a statement in<br />
accordance with <strong>the</strong> requirements of section 404 of <strong>the</strong> Sarbanes<br />
Oxley Act in <strong>the</strong> United States, which does not apply to Royal Ten Cate.<br />
Annual Report 2011 65
CORPORATE INFORMATION<br />
HUMAN RESOURCES MANAGEMENT<br />
Employees Year-end 2011 Year-end 2010 Year-end 2009 Year-end 2008 Year-end 2007<br />
in number of staff years<br />
Ne<strong>the</strong>rlands 819 785 862 931 975<br />
Rest of Europe 672 724 569 612 582<br />
United States 1,604 1,542 1,314 1,573 1,527<br />
Asia/Australia 1,030 878 777 936 641<br />
Middle East 228 342 283 385 295<br />
Total 4,353 4,271 3,805 4,437 4,020<br />
HUMAN RESOURCES POLICY<br />
The HR policy is based on <strong>the</strong> following principles<br />
◾ Identifying and developing talent;<br />
◾ Developing leadership and entrepreneurial qualities;<br />
◾ Retaining talent and guaranteeing knowledge.<br />
In 2011 <strong>the</strong> HRM efforts were focused on guaranteeing <strong>the</strong> continuity<br />
of <strong>the</strong> company, partly by developing skills and improving employees’<br />
performance and tightening <strong>the</strong> structures of <strong>the</strong> organisation.<br />
<strong>TenCate</strong> takes account of effects on <strong>the</strong> local or regional labour market<br />
in its accommodation policy. During <strong>the</strong> reporting year this policy was<br />
applied when <strong>the</strong> Almelo-based production activities of <strong>TenCate</strong><br />
Geosyn<strong>the</strong>tics were transferred to Nijverdal (Ne<strong>the</strong>rlands) and when<br />
<strong>the</strong> activities of <strong>TenCate</strong> Advanced Composites were concentrated in<br />
Fairfield (California, US). Retention of knowledge and skills and<br />
flexibilisation of manpower were <strong>the</strong> principal objectives.<br />
<strong>TenCate</strong> Protective Fabrics in <strong>the</strong> United States once again succeeded<br />
in making a major contribution to <strong>the</strong> retention of jobs in <strong>the</strong> State of<br />
Georgia during <strong>the</strong> reporting year. Fellow operators in <strong>the</strong> region’s<br />
textile industry were licensed to produce protective fabrics for <strong>the</strong><br />
US Army, helping to maintain around 10,000 jobs. During <strong>the</strong> current<br />
year such an approach will also be adopted by <strong>TenCate</strong> Protective<br />
Fabrics in South Korea.<br />
At <strong>the</strong> end of 2011, <strong>TenCate</strong> had approximately 4,350 employees<br />
worldwide. Overall <strong>the</strong>re was a limited increase in <strong>the</strong> size of <strong>the</strong><br />
workforce. On <strong>the</strong> one hand <strong>the</strong> existing organisation was sharpened<br />
and on <strong>the</strong> o<strong>the</strong>r hand a number of acquisitions were completed.<br />
66<br />
Royal Ten Cate<br />
<strong>TenCate</strong> aims to streng<strong>the</strong>n its leading positions in its core markets as<br />
a result of <strong>the</strong>se acquisitions. Emas Kiara, one of Asia’s main geotextile<br />
producers, has been part of <strong>TenCate</strong> since 2011.<br />
ORGANISATIONAL DEVELOPMENT<br />
Due to <strong>the</strong> quickening pace of change in <strong>the</strong> world markets, <strong>the</strong> shift<br />
in industrial power relationships and <strong>the</strong> growth in emerging markets,<br />
<strong>TenCate</strong>’s continued success depends crucially on being able to<br />
influence end-users, deliver innovations, develop new marketing<br />
strategies and implement <strong>the</strong>se strategies appropriately.<br />
<strong>TenCate</strong>’s strategy is focused on fur<strong>the</strong>r growth in its existing world<br />
markets and <strong>the</strong> securing of substantial positions in a limited number<br />
of adjacent markets. The flat organisational structure means <strong>the</strong><br />
emphasis is more on <strong>the</strong> continuing development of <strong>the</strong> senior<br />
management. With regard to vital functions, greater priority is given<br />
to internal career development for employees and managers than to<br />
attracting new personnel from outside <strong>TenCate</strong>.<br />
The company’s continuing growth means greater demand for more<br />
central control mechanisms. <strong>TenCate</strong>’s core <strong>value</strong>s, corporate culture,<br />
framework conditions, guidelines and procedures are being fur<strong>the</strong>r<br />
tightened. Entrepreneurship remains central at all levels in <strong>the</strong> groups.<br />
It is essential to translate and implement <strong>the</strong> strategy appropriately.
TALENT AND MANAGEMENT DEVELOPMENT<br />
Talent and management development will focus even more on senior<br />
management. A large number of senior management personnel<br />
underwent an assessment in 2011 which provides a starting point for<br />
fur<strong>the</strong>r development. The continued development of talent at all levels<br />
in <strong>TenCate</strong> will also remain a major focus of attention.<br />
Greater attention was devoted to securing and developing specialist<br />
knowledge and leadership skills in 2011. The existing development<br />
programmes are increasingly being co-ordinated. Attention will be<br />
directed towards management development. Internal branding<br />
campaigns, focused among o<strong>the</strong>r things on CSR and social innovation,<br />
will be supported. More attention will also be devoted to training<br />
courses on end-user marketing and <strong>the</strong> streng<strong>the</strong>ning of sales skills in<br />
2012. Various IT tools are currently being developed to provide efficient<br />
and effective support, for <strong>the</strong>se processes, such as <strong>the</strong> introduction of<br />
an MD portal.<br />
SAFETY<br />
Our employees on all continents are professional people with a sense<br />
of enterprise focused on results and solutions, who are genuinely<br />
prepared to take on challenges. A safe and high-quality working<br />
environment is of immense importance in this regard and has high<br />
priority (see also <strong>the</strong> sustainability policy for <strong>the</strong> internal CSR<br />
campaign). <strong>TenCate</strong>’s policy is aimed at implementing or establishing<br />
all activities and processes in such a way that any personal injury or<br />
damage to health can be avoided. This aim is <strong>the</strong> starting point for <strong>the</strong><br />
health and safety policy implemented in all our businesses. Among<br />
Corporate <strong>value</strong>s <strong>TenCate</strong><br />
10Cate<br />
At <strong>TenCate</strong> we are<br />
1 Effective doing <strong>the</strong> right things<br />
2 Efficient doing things right<br />
3 Creative thinking more flexibly<br />
4 Flexible acting more flexibly<br />
5 Enterprising recognizing and maximizing opportunities<br />
6 Innovative breaking new ground at <strong>the</strong> cutting edge of technology<br />
7 Reliable saying what you do and doing what you say<br />
8 Committed dedicated, dependable and proud<br />
9 A team we collaborate as individuals and also as teams<br />
10 The difference to our clients materials that make a difference<br />
o<strong>the</strong>r benefits, this has resulted in a relatively low level of sickness<br />
absence worldwide.<br />
EMPLOYMENT CONDITIONS<br />
<strong>TenCate</strong> offers its employees a comprehensive and competitive<br />
package of employment conditions. To this end, regular surveys are<br />
conducted, in co-operation with Hay Group and local employer<br />
organisations. <strong>TenCate</strong> operates a uniform remuneration policy for<br />
<strong>the</strong> management of all businesses. The bonus systems for <strong>the</strong> senior<br />
management are also determined centrally. That takes place on <strong>the</strong><br />
basis of <strong>the</strong> result of <strong>the</strong> operating company and in some cases also<br />
partly on <strong>the</strong> basis of <strong>the</strong> results of <strong>the</strong> <strong>TenCate</strong> market group as a<br />
whole.<br />
New site for <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />
in Nijverdal<br />
Ten Cate Geosyn<strong>the</strong>tics’ new production site in Nijverdal opened<br />
officially on 14 April. <strong>TenCate</strong> Geosyn<strong>the</strong>tics develops and<br />
produces geosyn<strong>the</strong>tic materials at Nijverdal for construction, civil<br />
engineering and infrastructure projects. Major advances have been<br />
made in terms of production efficiency and logistics. The office<br />
functions have been located in <strong>TenCate</strong>’s premises on Hoge Dijkje<br />
in Nijverdal.<br />
Annual Report 2011 67
Recyclable<br />
Thanks to ingenious product design,<br />
using <strong>the</strong> innovative, patented weaving<br />
technology from <strong>TenCate</strong> Grass, <strong>the</strong><br />
fi rst fully recyclable syn<strong>the</strong>tic turf<br />
pitches were developed in 2011: fi rst for<br />
landscaping, <strong>the</strong>n for sports fi elds. This<br />
is a fi rst in this industry.<br />
At <strong>the</strong> end of <strong>the</strong> lifespan of <strong>the</strong> pitch <strong>the</strong><br />
processed materials can immediately be<br />
reused in <strong>the</strong> <strong>TenCate</strong> Grass production<br />
process. This relates to <strong>the</strong> syn<strong>the</strong>tic<br />
turf fi bres, <strong>the</strong> woven backing and <strong>the</strong><br />
adhesive layer. These are all from <strong>the</strong><br />
same product family, so that <strong>the</strong>re is no<br />
impure mixing during recycling. The infi ll<br />
is recycled separately after it has been<br />
cleaned.<br />
Business development<br />
Syn<strong>the</strong>tic turf has a number of<br />
sustainability aspects. A syn<strong>the</strong>tic<br />
turf pitch requires less maintenance<br />
(mowing, fertilizing) than natural<br />
grass and can be played on longer and<br />
more intensively. Depending on <strong>the</strong><br />
type of pitch, syn<strong>the</strong>tic turf provides<br />
a considerable saving of water. As<br />
natural grass pitches cannot be played<br />
on continuously, <strong>the</strong> pressure on space<br />
of syn<strong>the</strong>tic turf pitches is considerably<br />
less. The fact that it is now possible to<br />
recycle certain types of syn<strong>the</strong>tic turf<br />
represents fundamental preservation of<br />
this product. <strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />
SUSTAINABILITY<br />
• Fully recyclable, including <strong>the</strong> backing and<br />
adhesive layer<br />
• Savings on materials, water and energy<br />
• High use (on average 1,500 hours a year)<br />
• Less pressure on space than natural grass<br />
• Less maintenance than natural grass<br />
• Patented innovative weaving technology
CORPORATE INFORMATION<br />
<strong>TenCate</strong> operates businesses in 25 countries around <strong>the</strong> world, each<br />
of which has its own employment regulations, laws and culture.<br />
The operating companies <strong>the</strong>refore conduct <strong>the</strong>ir own personnel<br />
policies geared to <strong>the</strong> local situation, although <strong>the</strong>se are governed<br />
by conditions and general principles specified by <strong>the</strong> group.<br />
In co-operation with <strong>the</strong> general employers’ association AWVN, a<br />
major job evaluation project was completed in <strong>the</strong> Ne<strong>the</strong>rlands in 2011.<br />
All jobs covered by <strong>the</strong> collective labour agreement for <strong>the</strong> fashion,<br />
interior, carpet and textile industry have been redefined<br />
(consolidation), described and rated in accordance with <strong>the</strong> ORBA-PM<br />
method.<br />
CORPORATE INFORMATION TECHNOLOGY<br />
DEVELOPMENTS IN 2011<br />
Fur<strong>the</strong>r steps were taken in <strong>the</strong> merger of <strong>the</strong> decentralised IT<br />
organisations into three regional shared service centres in 2011.<br />
The shared service centre in <strong>the</strong> USA entered service in January 2011.<br />
The IT shared service centre in Asia will be operational in <strong>the</strong> first<br />
quarter of 2012. The regional shared service centres will be connected<br />
to each o<strong>the</strong>r in 2012, completing <strong>the</strong> transformation of <strong>the</strong> IT<br />
organisation from a decentralised structure to one based on a shared<br />
service centre.<br />
Projects<br />
The Global <strong>TenCate</strong> Network was rolled out worldwide in 2011. This<br />
network connects almost all companies, which can <strong>the</strong>n communicate<br />
and share information securely. The companies in Asia and Australia/<br />
New Zealand in particular will be connected in 2012.<br />
Cognos Controller, <strong>the</strong> central financial reporting and consolidation<br />
system, entered service fully at all <strong>TenCate</strong> operating companies in<br />
2011. The <strong>TenCate</strong> website has also been adapted for mobile devices.<br />
iNetwork, <strong>the</strong> <strong>TenCate</strong> intranet, has been updated and is being rolled<br />
out worldwide.<br />
Investments<br />
In addition to a number of technological investments in IT systems<br />
(SAN, backup, telephony), various ERP implementations have been<br />
completed. For example, <strong>the</strong> <strong>TenCate</strong> Advanced Armour companies in<br />
Europe (Denmark and France) and <strong>TenCate</strong> Protective Fabrics Thailand<br />
> <strong>TenCate</strong> Protective Fabrics offers <strong>the</strong><br />
best protection <strong>value</strong> for our customers<br />
and profitable growth and shareholder<br />
<strong>value</strong> for our business. We are<br />
achieving this objective and<br />
demonstrating leadership in <strong>the</strong><br />
protective textiles market <strong>through</strong> our<br />
extensive knowledge of advanced<br />
materials, processes and strong<br />
position in <strong>the</strong> <strong>value</strong> chain. <<br />
<strong>TenCate</strong> Protective Fabrics mission statement<br />
have switched to Microsoft Dynamics AX and <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />
Europe has now standardised on SAP. These replacements have<br />
allowed fur<strong>the</strong>r standardisation within <strong>TenCate</strong>’s ERP landscape.<br />
PLANS FOR 2012<br />
2012 will see <strong>the</strong> completion of <strong>the</strong> IT organisation in regional shared<br />
service centres and <strong>the</strong> connection of <strong>the</strong> <strong>TenCate</strong> companies to <strong>the</strong><br />
worldwide <strong>TenCate</strong> network. <strong>TenCate</strong> Advanced Armour will begin<br />
implementing MS Dynamics AX in America and <strong>the</strong> UK. The <strong>TenCate</strong><br />
website will be given a makeover and <strong>the</strong> underlying content<br />
management system will be replaced. Research has now started with<br />
a view to expanding <strong>the</strong> mobile telephone contract to include all<br />
European sites from 2013.<br />
CORPORATE INTELLECTUAL PROPERTY<br />
<strong>TenCate</strong> conducts an active branding policy in order to streng<strong>the</strong>n and<br />
fur<strong>the</strong>r expand its image in <strong>the</strong> market. <strong>TenCate</strong>’s market strategy is<br />
based on its strong corporate brand. This brand forms <strong>the</strong> basis of both<br />
corporate and market communication. The strategy is linked to <strong>the</strong><br />
end-user marketing strategy, which is conducted <strong>through</strong> <strong>the</strong> different<br />
market groups. The brand is communicated clearly in <strong>the</strong> various<br />
market groups, <strong>the</strong>reby emphasising <strong>the</strong> coherence of <strong>the</strong> different<br />
market groups.<br />
Annual Report 2011 69
CORPORATE INFORMATION<br />
In addition to <strong>the</strong> active branding policy, <strong>TenCate</strong> conducts an active<br />
patent policy. That applies both to <strong>the</strong> registration of new inventions<br />
and to <strong>the</strong> protection of existing intellectual property rights. The<br />
existing portfolio is regularly assessed to ensure that <strong>the</strong> available<br />
intellectual property is being used appropriately. <strong>TenCate</strong> innovates<br />
and develops constantly. The resulting intellectual property is<br />
appropriately registered and protected.<br />
<strong>TenCate</strong> also conducts an active protection policy. Action is taken<br />
if any infringements are detected.<br />
DEVELOPMENTS IN 2011<br />
Fur<strong>the</strong>r work took place in 2011 on <strong>the</strong> positioning of <strong>the</strong> corporate<br />
brand worldwide. The market groups have consistently implemented<br />
<strong>the</strong> brand strategy.<br />
The fact that <strong>the</strong> strategy benefits <strong>the</strong> <strong>value</strong> of <strong>the</strong> brand is also<br />
evident from <strong>the</strong> increased market <strong>value</strong> of <strong>the</strong> brand compared to<br />
2010. According to <strong>the</strong> top 100 Dutch companies with <strong>the</strong> most<br />
valuable brands, <strong>the</strong> <strong>TenCate</strong> brand represents a <strong>value</strong> of € 135 million,<br />
almost € 30 million more than in 2010. (Source: Brand Competence,<br />
The Dutch Top 100 corporate brands ranking 2010 and 2011.)<br />
Various new patents were again added to <strong>the</strong> existing portfolio in 2011,<br />
ei<strong>the</strong>r by registering new intellectual property developed by <strong>TenCate</strong> or<br />
by means of acquisitions.<br />
The brand portfolio can be viewed on <strong>the</strong> website. The patent portfolio<br />
is not disclosed, however, due to competition considerations.<br />
CORPORATE SOCIAL RESPONSIBILITY<br />
SUSTAINABILITY POLICY<br />
<strong>TenCate</strong>’s sustainability policy forms an integral part of <strong>the</strong> pursuit of<br />
continuity in <strong>the</strong> company, which has existed for over 300 years. It is<br />
based on <strong>the</strong> forward-looking vision, mission and strategy of <strong>the</strong><br />
Executive Board. At <strong>the</strong> same time it reflects <strong>the</strong> long-term approach<br />
and actions of <strong>the</strong> group managements and employees of <strong>TenCate</strong> and<br />
its subsidiaries and associated companies worldwide.<br />
70<br />
Royal Ten Cate<br />
As a multinational company, <strong>TenCate</strong> is aware <strong>the</strong> effect its actions<br />
have on <strong>the</strong> social environment. By maintaining <strong>the</strong> company on <strong>the</strong><br />
basis of sustainable profitability, <strong>TenCate</strong> aims to play a part in making<br />
sure that <strong>the</strong> social, natural and economic environment remains<br />
available for future generations. <strong>TenCate</strong> is increasingly integrating<br />
sustainability into its operating processes, products and joint ventures<br />
by means of corporate social responsibility (CSR). This creates shared<br />
awareness among both internal and external stakeholders, which in<br />
turn opens <strong>the</strong> way to constructive initiatives with buyers, customers,<br />
partners and institutions aimed at <strong>the</strong> responsible deployment of<br />
people and <strong>the</strong> responsible use of commodities and materials.<br />
On <strong>the</strong> basis of <strong>the</strong> worldwide trends towards safety and sustainability<br />
on which <strong>TenCate</strong> focuses, numerous underlying <strong>the</strong>mes arise in<br />
relation to <strong>the</strong> protection that <strong>TenCate</strong> provides for people and <strong>the</strong>ir<br />
environment. The sustainability <strong>the</strong>mes include weight reduction,<br />
limitation of energy consumption, noise reduction, insulation, water<br />
management, reuse, recycling, waste water and sludge processing,<br />
bullet- and fragment- proofing and heat and flame resistance.<br />
The management of <strong>the</strong> <strong>value</strong> chain involves numerous sustainability<br />
aspects to greater or lesser degrees. This applies to all <strong>the</strong><br />
cornerstones of <strong>the</strong> business model. The technological innovation<br />
cornerstone is <strong>the</strong> most obvious. Only <strong>through</strong> continued<br />
groundbreaking innovations in technical and technological areas will it<br />
be possible to secure <strong>the</strong> continuity of <strong>TenCate</strong> as a technology group<br />
and guarantee sustainable development.<br />
CORPORATE SOCIAL RESPONSIBILITY<br />
CSR is <strong>the</strong> means by which <strong>TenCate</strong> integrates sustainability into its<br />
business operations. <strong>TenCate</strong> uses numerous management systems<br />
particularly to make corporate social responsibility visible and<br />
controllable. These range from environmental management systems<br />
(ISO certifications for quality and <strong>the</strong> environment and renewal of<br />
certification) <strong>through</strong> to financial accountability concerning <strong>the</strong> receipt<br />
of innovation funds and <strong>the</strong> provision of sponsorship and donations.<br />
In <strong>the</strong> various <strong>value</strong> chains, <strong>TenCate</strong> plays an active part as a customer,<br />
producer, supplier and co-operation partner in delivering sustainability<br />
innovations in numerous fields.
<strong>TenCate</strong>’s corporate departments support <strong>the</strong> managements worldwide<br />
with corporate social responsibility initiatives and projects.<br />
The corporate risk management, corporate human resources<br />
management and corporate communications departments co-operate<br />
with <strong>the</strong>se. The managers of <strong>the</strong>se departments are responsible for <strong>the</strong><br />
corporate approach to CSR. The CSR team specifies its objectives and<br />
programme each year. The objectives, results and compliance with<br />
legislation and regulations are assessed with <strong>the</strong> management and<br />
group managements as far as possible on a quarterly basis.<br />
If necessary, <strong>the</strong> group managements make adjustments to <strong>the</strong><br />
strategy and its implementation.<br />
The corporate risk manager reports directly to <strong>the</strong> CFO on <strong>the</strong> progress<br />
of <strong>the</strong> risk management. In addition to safety aspects, this includes<br />
environmental and social aspects of operational management.<br />
The corporate HR director reports directly to <strong>the</strong> CEO on social and<br />
economic aspects and on assessment and remuneration systems.<br />
No <strong>TenCate</strong> officers have an explicit CSR weighting in <strong>the</strong>ir<br />
remuneration, as <strong>TenCate</strong> believes that sustainability is an integral<br />
part of <strong>the</strong> company’s pursuit of continuity.<br />
One of <strong>the</strong> <strong>TenCate</strong> core <strong>value</strong>s is reliability. The integrity code applies<br />
to everyone employed by <strong>TenCate</strong>. The code is part of each individual<br />
contract of employment. A corporate compliance officer and a<br />
confidential adviser have been appointed to support <strong>the</strong> code.<br />
The future availability of essential natural resources (biodiversity)<br />
remains an ever-growing concern for <strong>TenCate</strong>. The company aims to<br />
keep control of developments by focusing on individual areas such as<br />
an integrated environmental policy, <strong>the</strong> prevailing energy policy, <strong>the</strong><br />
progressive policy on emission allowances, efficient and eco-efficient<br />
production, recycling and developing bio-based initiatives.<br />
This approach is in line with <strong>the</strong> industry’s sector objectives. According<br />
to <strong>the</strong> roadmap to 2030, by that time <strong>the</strong> technical textile industry must<br />
be able to fulfil <strong>the</strong> needs of customers and users in a flexible and<br />
sustainable way. <strong>TenCate</strong> has a leading position in <strong>the</strong> pursuit of this<br />
objective. By already working fur<strong>the</strong>r on groundbreaking technologies<br />
and techniques for <strong>the</strong> processing of natural, syn<strong>the</strong>tic, bio-based,<br />
biologically degradable, recyclable or secondary raw materials,<br />
<strong>TenCate</strong> will be increasingly able to manufacture biologically,<br />
chemically or mechanically recyclable products using cleaner and more<br />
efficient production techniques. <strong>TenCate</strong>’s technology road maps and<br />
product road maps in particular chart <strong>the</strong> direction of future<br />
sustainable innovations.<br />
<strong>TenCate</strong> Defender M in South Korea<br />
and Australia<br />
<strong>TenCate</strong> Protective Fabrics has signed an agreement with Samil<br />
Spinning in Seoul (South Korea) for a <strong>TenCate</strong> Defender M<br />
partnership. The aim is to expand <strong>the</strong> <strong>TenCate</strong> Defender M<br />
product portfolio in <strong>the</strong> South Korean army and police market.<br />
<strong>TenCate</strong> Defender M fabric has also been supplied for 10,000<br />
additional uniforms for an extensive MultiCam ® wearing trial in<br />
war zones by <strong>the</strong> Australian Defence Force. <strong>TenCate</strong> Defender M<br />
offers an optimum balance between flame retardance, service life,<br />
comfort and cost. It has significantly reduced <strong>the</strong> number of burn<br />
injuries, <strong>the</strong>reby saving many lives since 2007.<br />
Annual Report 2011 71
In April 2011 <strong>TenCate</strong> Grass, toge<strong>the</strong>r<br />
with Edel Grass and Oranjewoud<br />
Realisation, presented Flevo Boys<br />
football club in Emmeloord, <strong>the</strong><br />
Ne<strong>the</strong>rlands, with <strong>the</strong> <strong>TenCate</strong><br />
Performance Warranty certifi cate.<br />
This makes <strong>TenCate</strong> Grass <strong>the</strong> fi rst<br />
company in <strong>the</strong> international syn<strong>the</strong>tic<br />
turf industry to offer insurance on<br />
<strong>the</strong> performance and durability of<br />
syn<strong>the</strong>tic turf pitches made of <strong>TenCate</strong><br />
components.<br />
The insurance policy that Allianz<br />
issued for Flevo Boys’ syn<strong>the</strong>tic<br />
turf pitch guarantees a FIFA 2 Star<br />
performance for fi ve years. FIFA 2 Star<br />
is <strong>the</strong> benchmark for <strong>the</strong> highest level<br />
of league football on syn<strong>the</strong>tic turf.<br />
<strong>TenCate</strong> Monoslide syn<strong>the</strong>tic turf fi bres<br />
based on <strong>TenCate</strong> XQ technology make<br />
it possible to construct pitches that fulfi l<br />
FIFA 2 Star requirements over a long<br />
period of time.<br />
GRASS<br />
<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>
CORPORATE INFORMATION<br />
DEVELOPMENTS IN 2011<br />
CSR essentially involves striking <strong>the</strong> right balance between People,<br />
Planet and Profit. During <strong>the</strong> reporting year, <strong>TenCate</strong> recorded an<br />
impressive economic performance and profitability (Profit) while<br />
respecting – internal and external – social <strong>value</strong>s (People) and<br />
operating within an ecological framework (Planet). <strong>TenCate</strong>’s product<br />
portfolio is ideally suited to this since many materials, modules and<br />
systems inherently contribute to sustainability.<br />
The personnel policy is also appropriate in this regard. All employees<br />
within <strong>TenCate</strong> have access to ‘10Cate’, which represents <strong>the</strong> identity<br />
of <strong>the</strong> company. These ten core <strong>value</strong>s are universal within <strong>the</strong><br />
worldwide company. 10Cate is centred on <strong>the</strong> customer and toge<strong>the</strong>r<br />
with <strong>the</strong> <strong>TenCate</strong> business model provides <strong>the</strong> guiding principles for<br />
each employee. The environmental risks were limited as far as possible<br />
during <strong>the</strong> 2011 reporting year. Only chemicals and dyes listed in <strong>the</strong><br />
national textile environmental database are used in <strong>the</strong> Ne<strong>the</strong>rlands.<br />
<strong>TenCate</strong>’s market groups devote a great deal of attention to <strong>the</strong> control<br />
of production processes, rejects and (separate) waste flows. Waste<br />
water released during textile finishing is treated or pretreated and<br />
where possible reused (particularly in Georgia, US). To conserve<br />
energy, <strong>the</strong> Dutch plants use heat/cold exchangers between factory<br />
sites. Waste is processed in collaboration with recognised partners.<br />
<strong>TenCate</strong> purchases most chemicals and (raw materials for) syn<strong>the</strong>tic<br />
fibres worldwide from multinationals which operate policies based on<br />
sustainability. The flame-retardant fabrics which <strong>TenCate</strong> purchases<br />
from Lenzing AG in Austria are an interesting example of this. These<br />
viscose fibres are produced from wood pulp sourced from sustainably<br />
managed forests in <strong>the</strong> mountains of Austria. Sustainable water<br />
management is part of <strong>the</strong> CSR approach adopted by this supplier to<br />
<strong>TenCate</strong>. These natural fibres are used among o<strong>the</strong>r things as <strong>the</strong> basis<br />
for heat- and fire-resistant fabrics developed and produced by <strong>TenCate</strong><br />
Protective Fabrics.<br />
There was a fur<strong>the</strong>r increase in <strong>the</strong> attention devoted by <strong>TenCate</strong> to<br />
CSR last year. There were various reasons for this, such as growing<br />
CSR awareness in <strong>the</strong> organisation and increasing customer demand<br />
for sustainable products. The following factors also play a role: cost<br />
savings (such as energy reduction), possible raw material scarcity,<br />
image and reputational benefits. On <strong>the</strong> basis of <strong>the</strong> cost leadership<br />
cornerstone, business units become aware that CSR saves costs or<br />
is at least cost-neutral. At <strong>the</strong> same time, it offers <strong>the</strong> opportunity to<br />
make more sustainability aspects visible to customers and end-users<br />
in <strong>the</strong> end-user marketing cornerstone. A growing number of market<br />
groups in <strong>TenCate</strong> see CSR as a way of increasing revenues.<br />
The subject of ‘sustainable purchasing’ in particular is of growing<br />
importance to specific market groups. As market leader, <strong>TenCate</strong><br />
aims to be among <strong>the</strong> front runners in <strong>the</strong> industry, including in terms<br />
of sustainability.<br />
During <strong>the</strong> 2011 reporting year, <strong>TenCate</strong> was active worldwide in<br />
numerous projects related to or aimed at corporate social<br />
responsibility. A full list can be found on <strong>TenCate</strong>’s corporate website<br />
(under CSR projects).<br />
> In 2011, <strong>TenCate</strong> recorded an<br />
impressive economic performance<br />
and profitability while respecting<br />
social <strong>value</strong>s and operating within<br />
an ecological framework. Many<br />
<strong>TenCate</strong> naterials, modules and<br />
systems inherently contribute to<br />
sustainability. <<br />
In Europe, North America, Africa and Asia, <strong>TenCate</strong> provided<br />
sponsorship during <strong>the</strong> reporting year for around ten sports events,<br />
for around ten student teams by providing composite and protective<br />
materials and for dozens of organisations, including veterans’ and<br />
firefighters’ support associations, and – partly <strong>through</strong> volunteer work<br />
– for a large number of events in local communities. <strong>TenCate</strong> has been<br />
<strong>the</strong> main sponsor of <strong>the</strong> Heracles Almelo professional football club for<br />
a number of years. This first-division club fulfils an important social<br />
and community role in <strong>the</strong> Almelo region.<br />
In Europe, <strong>TenCate</strong> played an active part in around 20 innovation<br />
projects centred on sustainability and safety during <strong>the</strong> reporting year.<br />
A full summary can be found on <strong>the</strong> <strong>TenCate</strong> website.<br />
Annual Report 2011 73
CORPORATE INFORMATION<br />
<strong>TenCate</strong> was involved in numerous national and international<br />
committees during <strong>the</strong> year, including <strong>the</strong> European Technology<br />
Platform, ETP, Euratex, Modint and IAFI. In Europe, <strong>TenCate</strong> has been<br />
working with a number of universities in <strong>the</strong> Ne<strong>the</strong>rlands and abroad<br />
over <strong>the</strong> past decades, including Delft University of Technology, <strong>the</strong><br />
University of Twente and Saxion University of Applied Sciences in<br />
Enschede.<br />
<strong>TenCate</strong> – a Partner of <strong>the</strong> Cruyff Foundation<br />
On Wednesday 14 September 2011, Carole Thate (Director of<br />
<strong>the</strong> Cruyff Foundation) and Loek de Vries (President and CEO<br />
of <strong>TenCate</strong>) signed an extension to <strong>the</strong> partnership agreement<br />
between <strong>TenCate</strong> and <strong>the</strong> Cruyff Foundation, under <strong>the</strong> watchful<br />
eye of Johan Cruijff himself, <strong>the</strong> legendary ‘number 14’ of Dutch<br />
football. On that day <strong>the</strong> Cruyff Foundation had been in existence<br />
for 14 years. One of <strong>the</strong> foundation’s initiatives is <strong>the</strong> creation of<br />
Cruyff Courts. <strong>TenCate</strong> has been involved as a partner of <strong>the</strong> Cruyff<br />
Foundation since <strong>the</strong> outset. The <strong>TenCate</strong> XP Blade fibre was<br />
specially developed for such intensively used playing areas. This<br />
fibre distinguishes itself from o<strong>the</strong>r syn<strong>the</strong>tic turf fibres in terms of<br />
its durability, wear resistance and appearance.<br />
74<br />
Royal Ten Cate<br />
INITIATIVES FOR 2012<br />
◾ CSR Performance Ladder. Market groups in <strong>the</strong> Ne<strong>the</strong>rlands will be<br />
<strong>the</strong> first to implement <strong>the</strong> CSR Performance Ladder in 2012. Market<br />
groups in o<strong>the</strong>r countries are being encouraged to take part in <strong>the</strong><br />
near future;<br />
◾ CSR indicators. On <strong>the</strong> basis of <strong>the</strong> guidelines of <strong>the</strong> Global<br />
Reporting Initiative, CSR-related key performance indicators are<br />
being determined at corporate level. These KPIs will show even<br />
more clearly where <strong>TenCate</strong> stands worldwide on individual<br />
aspects of CSR. These are environmental aspects of <strong>the</strong> production<br />
process, safety and welfare, human resources, <strong>value</strong> chain<br />
management and social involvement;<br />
◾ CSR measurements. By applying <strong>the</strong> principles and indicators from<br />
<strong>the</strong> GRI framework, it is possible to provide clearer and more<br />
extensive measurements and reports on <strong>TenCate</strong>’s economic,<br />
sustainability and social performances;<br />
◾ CSR reporting. Depending on <strong>the</strong> results of CSR measurements,<br />
it will be decided at <strong>the</strong> beginning of 2013 what quantitative CSR<br />
data can be included in <strong>the</strong> forthcoming annual report. At <strong>the</strong> same<br />
time efforts will be made to increase <strong>the</strong> existing qualitative CSR<br />
reporting. The new <strong>TenCate</strong> website will become an important<br />
information resource for stakeholders.<br />
◾ Process ecotool. With <strong>the</strong> aid of <strong>the</strong> process ecotool, <strong>the</strong> fullest<br />
and clearest picture possible will be obtained in 2012 of <strong>the</strong> CO2 footprint caused by <strong>the</strong> processes within <strong>the</strong> <strong>TenCate</strong> market<br />
groups (‘inside <strong>the</strong> gate’) in <strong>the</strong> Ne<strong>the</strong>rlands (and as far as possible<br />
worldwide). The first interim report will be produced in mid-2012.<br />
An assessment of this worldwide trial measurement will be made<br />
at <strong>the</strong> beginning of 2013;<br />
◾ Product ecotool. With <strong>the</strong> aid of specific product ecotools, <strong>the</strong> CO 2<br />
footprint of a growing number of <strong>TenCate</strong> products (‘outside <strong>the</strong><br />
gate) will be determined in 2012.
<strong>TenCate</strong> played an active part in<br />
around 20 innovation projects in<br />
Europe centred on <strong>the</strong> <strong>the</strong>mes of<br />
sustainability and safety. <<br />
STATEMENT BY THE EXECUTIVE BOARD<br />
As <strong>the</strong> Executive Board of Royal Ten Cate, we have prepared <strong>the</strong><br />
annual report and <strong>the</strong> financial statements for 2011.<br />
We declare that to <strong>the</strong> best of our knowledge:<br />
◾ The financial statements give a true and fair view of <strong>the</strong> assets,<br />
liabilities and <strong>the</strong> financial position of <strong>the</strong> company and its<br />
consolidated businesses;<br />
◾ The annual report gives a true and fair view of <strong>the</strong> position on <strong>the</strong><br />
balance sheet date and <strong>the</strong> state of affairs of <strong>the</strong> company and its<br />
associated companies during <strong>the</strong> year and that <strong>the</strong> principal risks<br />
have been stated in <strong>the</strong> annual report.<br />
Almelo, 28 February 2012<br />
Executive Board<br />
L. de Vries, President and CEO<br />
B.J.H. Cornelese, CFO<br />
Annual Report 2011 75
Financial statements 2011<br />
Royal Ten Cate<br />
Consolidated profit and loss account 78<br />
Consolidated statement of comprehensive income 79<br />
Consolidated balance sheet 80<br />
Consolidated cash flow statement 82<br />
Consolidated statement of changes in group equity 84<br />
Notes to <strong>the</strong> consolidated financial statements<br />
1 General Information on Royal Ten Cate 85<br />
2 General principles for fi nancial reporting 85<br />
3 Principles for <strong>the</strong> preparation of <strong>the</strong> fi nancial<br />
76<br />
statements 85<br />
4 Consolidation principles 86<br />
5 Foreign currencies 87<br />
6 Derivatives 87<br />
7 Hedge accounting 87<br />
8 Segment reporting 88<br />
9 Revenues 88<br />
10 Government subsidies 88<br />
11 Raw materials and manufacturing supplies 88<br />
12 Lease payments 88<br />
13 Financial income and expenses 88<br />
14 Profi t tax 89<br />
15 Earnings per share 89<br />
16 New standards and interpretations<br />
not yet applied 89<br />
17 Principles for <strong>the</strong> preparation of <strong>the</strong> cash fl ow<br />
statement 90<br />
18 Intangible assets 90<br />
19 Tangible fi xed assets 91<br />
20 Inventories 91<br />
21 Trade debtors and o<strong>the</strong>r receivables 92<br />
22 Cash and cash equivalents 92<br />
23 Impairment 92<br />
Royal Ten Cate Annual Report 2011<br />
24 Share capital 93<br />
25 Pension liabilities 93<br />
26 Share-based payments 94<br />
27 Provisions 94<br />
28 Long-term debts 94<br />
29 Trade creditors 95<br />
30 Determination of fair <strong>value</strong> 95<br />
Notes to <strong>the</strong> statement of comprehensive income<br />
31 Operating segments 96<br />
32 Acquisitions and sale of participating interests 98<br />
33 Personnel costs 99<br />
34 O<strong>the</strong>r operating costs 99<br />
35 Net fi nancial expenses 100<br />
36 Profi t tax 101
Notes to <strong>the</strong> consolidated balance sheet<br />
37 Intangible assets 102<br />
38 Tangible fi xed assets 104<br />
39 Investments in associated companies and<br />
fi nancial fi xed assets 105<br />
40 Deferred profi t tax assets and liabilities 107<br />
41 Inventories 108<br />
42 Trade debtors 109<br />
43 O<strong>the</strong>r receivables 109<br />
44 Cash and cash equivalents 109<br />
45 Total shareholders’ equity 109<br />
46 Earnings per share 111<br />
47 Long-term debts 112<br />
48 Pension liabilities 113<br />
49 Provisions 115<br />
O<strong>the</strong>r information<br />
50 Financial instruments 116<br />
51 Liabilities not shown in <strong>the</strong> balance sheet 122<br />
52 Investment liabilities 122<br />
53 Contingent liabilities 122<br />
54 Post balance sheet events 122<br />
55 Related parties 123<br />
56 Estimates and judgments made by<br />
<strong>the</strong> management 124<br />
Company financial statements<br />
57 Company profi t and loss account 125<br />
58 Company balance sheet (before appropriation<br />
of <strong>the</strong> result) 125<br />
Notes to <strong>the</strong> company financial statements<br />
59 Financial fi xed assets 126<br />
60 Equity 126<br />
61 Called and paid-up capital 126<br />
62 Ordinary shares 127<br />
63 Share premium reserve 127<br />
64 Legal reserves 127<br />
65 O<strong>the</strong>r reserves 127<br />
66 Option plan 128<br />
67 Provisions 131<br />
68 Long-term liabilities 131<br />
69 Short-term liabilities 131<br />
70 Auditor’s fees 132<br />
71 Liabilities not shown in <strong>the</strong> balance sheet 132<br />
O<strong>the</strong>r information 133<br />
Ten-year summary 135<br />
Royal Ten Cate Annual Report 2011 77
Consolidated profit and loss account<br />
For <strong>the</strong> financial year ending on 31 December, in millions of euros note 2011 2010<br />
Revenues 31 1,138.8 984.5<br />
Changes in inventories of finished products and work in progress – 17.1 – 17.8<br />
Raw materials and manufacturing supplies 586.3 501.1<br />
Work contracted out and o<strong>the</strong>r external expenses 99.5 73.9<br />
Personnel costs 33 205.2 188.0<br />
Depreciation 38 35.0 34.5<br />
Amortisation 37 12.9 10.4<br />
O<strong>the</strong>r operating costs 34 127.4 119.8<br />
Total operating expenses 1,049.2 909.9<br />
OPERATING RESULT 89.6 74.6<br />
Financial income 35 0.2 0.6<br />
Financial expenses 35 – 11.5 – 10.6<br />
NET FINANCIAL EXPENSES – 11.3 – 10.0<br />
RESULT BEFORE PROFIT TAX 78.3 64.6<br />
Profit tax 36 – 18.7 – 17.9<br />
NET RESULT 59.6 46.7<br />
Net result from associated companies – 1.3 – 1.3<br />
RESULT AFTER PROFIT TAX 58.3 45.4<br />
Result attributable to:<br />
Shareholders of <strong>the</strong> company 58.7 46.0<br />
Non-controlling interest – 0.4 – 0.6<br />
Result after profit tax 58.3 45.4<br />
Weighted average number of shares (x 1,000) 46 25,452 25,026<br />
Weighted average number of shares after dilution (x 1,000) 46 25,736 25,216<br />
Earnings per share (in euros) 46 2.31 1.84<br />
Diluted earnings per share (in euros) 46 2.28 1.82<br />
The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />
78<br />
Royal Ten Cate Annual Report 2011
Consolidated statement of comprehensive income<br />
For <strong>the</strong> financial year ending on 31 December, in millions of euros Note 2011 2010<br />
RESULT AFTER PROFIT TAX 58.3 45.4<br />
O<strong>the</strong>r comprehensive income (after profit tax)<br />
Foreign currency translation differences for foreign activities 45 3.8 19.0<br />
Effective part of changes in <strong>the</strong> hedging of reserves (hedge accounting) 45 – 0.9 – 3.4<br />
Actuarial gains and losses on pensions * – 14.1 – 3.8<br />
OTHER COMPREHENSIVE INCOME AFTER PROFIT TAX – 11.2 11.8<br />
TOTAL COMPREHENSIVE INCOME AFTER PROFIT TAX 47.1 57.2<br />
Attributable to:<br />
Shareholders of <strong>the</strong> company 47.4 57.4<br />
Non-controlling interest – 0.3 – 0.2<br />
TOTAL RESULT PROFIT TAX 47.1 57.2<br />
*<br />
Adjusted for change of accounting policy for pensions; see note 2.<br />
The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />
Royal Ten Cate Annual Report 2011 79
Consolidated balance sheet<br />
in millions of euros note 31 December 2011 31 December 2010<br />
NON-CURRENT ASSETS<br />
Goodwill 37 212.0 192.6<br />
O<strong>the</strong>r intangible assets 37 61.0 50.2<br />
Tangible fixed assets 38 221.9 214.2<br />
Investments in associated companies 39 4.6 5.2<br />
Financial fixed assets 39 11.1 10.1<br />
Deferred profit tax assets * 40 21.1 18.9<br />
Total non-current assets 531.7 491.2<br />
CURRENT ASSETS<br />
Inventories 41 267.9 216.9<br />
Receivables<br />
Trade debtors 42 152.4 151.0<br />
Profit tax receivables 6.5 0.7<br />
O<strong>the</strong>r receivables 43 22.2 18.1<br />
Cash and cash equivalents 44 22.7 11.6<br />
Total current assets 471.7 398.3<br />
*<br />
TOTAL ASSETS 1,003.4 889.5<br />
80<br />
Adjusted for change of accounting policy for pensions; see note 2.<br />
Royal Ten Cate Annual Report 2011
in millions of euros note 31 December 2011 31 December 2010<br />
GROUP EQUITY 45<br />
Share capital 64.8 63.8<br />
Share premium reserve 44.8 45.8<br />
Translation reserve 7.0 3.3<br />
Hedging reserve – 4.5 – 3.6<br />
Reserve for own shares – 15.6 – 10.4<br />
O<strong>the</strong>r reserves and undistributed result * 369.3 339.6<br />
Total shareholders’ equity 465.8 438.5<br />
Non-controlling interest 3.7 3.8<br />
Group equity 469.5 442.3<br />
NON-CURRENT LIABILITIES<br />
Long-term debts 47 275.1 195.2<br />
Pension liabilities * 48 22.6 10.5<br />
Provisions 49 15.0 10.2<br />
Deferred profit tax liabilities 40 8.0 4.2<br />
Total non-current liabilities 320.7 220.1<br />
CURRENT LIABILITIES<br />
Cash loans, overdraft 44 35.4 55.7<br />
Repayment of long-term debt 47 0.9 1.4<br />
Trade creditors and o<strong>the</strong>r payables 169.1 159.3<br />
Provisions 49 5.0 7.1<br />
Profit tax liabilities 2.8 3.6<br />
Total current liabilities 213.2 227.1<br />
Total liabilities 533.9 447.2<br />
*<br />
TOTAL GROUP EQUITY AND LIABILITIES 1,003.4 889.5<br />
Adjusted for change of accounting policy for pensions; see note 2.<br />
The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />
Royal Ten Cate Annual Report 2011 81
Consolidated cash flow statement<br />
For <strong>the</strong> financial year ending on 31 December, in millions of euros note 2011 2010<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Result after profit tax 58.3 45.4<br />
Adjustments for:<br />
Depreciation 38 35.0 34.5<br />
Amortisation 37 12.9 10.4<br />
Net financing expenses before exchange rate differences 35 11.1 10.4<br />
Profit tax 36 18.7 17.9<br />
Net result from associated companies 1.3 1.3<br />
Result from sale of tangible fixed assets 34 – 0.9 – 0.1<br />
Costs of option scheme 1.9 1.4<br />
O<strong>the</strong>r – 2.1 –<br />
Change in provisions and pension liabilities – 7.8 – 6.6<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
BEFORE CHANGE IN WORKING CAPITAL 128.4 114.6<br />
CHANGES IN WORKING CAPITAL:<br />
Inventories – 37.9 – 43.3<br />
Receivables 9.9 – 36.0<br />
Short-term liabilities – 18.4 19.8<br />
– 46.4 – 59.5<br />
CASH FLOW FROM OPERATING ACTIVITIES 82.0 55.1<br />
Interest paid – 11.2 – 8.3<br />
Profit tax paid – 21.5 – 17.7<br />
NET CASH FLOW FROM OPERATING ACTIVITIES 49.3 29.1<br />
82<br />
Royal Ten Cate Annual Report 2011
in millions of euros note 2011 2010<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
Proceeds from sale of tangible fixed assets 34 3.4 0.9<br />
Interest received – 0.1<br />
Acquisition of subsidiaries less cash acquired 32 – 29.3 – 24.0<br />
Investments in intangible assets 37 – 4.4 – 5.1<br />
Investments in tangible fixed assets 38 – 21.3 – 16.2<br />
Investments in associated companies 39 – 5.5 – 0.2<br />
Investments in o<strong>the</strong>r participating interests 39 – – 0.5<br />
Increase in long-term receivables – 0.7 – 2.1<br />
NET CASH FLOW FROM INVESTING ACTIVITIES – 57.8 – 47.1<br />
NET CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 8.5 – 18.0<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Proceeds from exercise of share options 2.4 1.3<br />
Paid for repurchase of own shares – 7.6 –<br />
Repayment of long-term debts – 15.0 – 221.6<br />
Drawing of long-term debts 69.5 203.8<br />
Dividend payment to shareholders – 6.3 – 5.9<br />
NET CASH FLOW FROM FINANCING ACTIVITIES 43.0 – 22.4<br />
CHANGE IN CASH AND CASH EQUIVALENTS 34.5 – 40.4<br />
Cash and cash equivalents on 1 January 44 – 44.1 – 1.9<br />
Exchange rate and translation differences in cash and cash equivalents – 3.1 – 1.8<br />
CASH AND CASH EQUIVALENTS ON 31 DECEMBER 44 – 12.7 – 44.1<br />
The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />
Royal Ten Cate Annual Report 2011 83
Consolidated statement of changes in group equity<br />
In millions of euros<br />
84<br />
Royal Ten Cate Annual Report 2011<br />
Share<br />
capital<br />
Share<br />
premium<br />
Translation<br />
reserve<br />
Hedging<br />
reserve<br />
Reserve<br />
for own<br />
shares<br />
O<strong>the</strong>r<br />
reserves and<br />
undistributed<br />
result Total<br />
Noncontrolling<br />
interests<br />
BALANCE AS AT 1 JANUARY 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 298.4 380.8 4.1 384.9<br />
Effect of change of system 10.4 10.4 10.4<br />
Adjusted balance as at 1 January 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 308.8 391.2 4.1 395.3<br />
TOTAL COMPREHENSIVE INCOME<br />
Result after profit tax 46.0 46.0 – 0.6 45.4<br />
Actuarial gains and losses on defined benefit pension schemes – 3.8 – 3.8 – 3.8<br />
Currency translation differences 18.6 18.6 0.4 19.0<br />
Hedging result after profit tax – 3.4 – 3.4 – 3.4<br />
Total – – 18.6 – 3.4 – 42.2 57.4 – 0.2 57.2<br />
TRANSACTIONS WITH SHAREHOLDERS<br />
Dividend to shareholders 1.1 – 1.1 – 5.9 – 5.9 – 5.9<br />
Share-based payment transactions 1.4 1.4 1.4<br />
Issue of repurchased shares<br />
Acquisition of non-controlling interest not<br />
1.3 1.3 1.3<br />
leading to a change in control – 6.9 – 6.9 – 0.1 – 7.0<br />
Total<br />
BALANCE AS AT 31 DECEMBER 2010 /<br />
1.1 – 1.1 – – 1.3 – 11.4 – 10.1 – 0.1 – 10.2<br />
1 JANUARY 2011 63.8 45.8 3.3 – 3.6 – 10.4 339.6 438.5 3.8 442.3<br />
TOTAL COMPREHENSIVE INCOME<br />
Result after profit tax 58.7 58.7 – 0.4 58.3<br />
Actuarial gains and losses on defined benefit pension schemes – 14.1 – 14.1 – 14.1<br />
Currency translation differences 3.7 3.7 0.1 3.8<br />
Hedging result after profit tax – 0.9 – 0.9 – 0.9<br />
Total – – 3.7 – 0.9 – 44.6 47.4 – 0.3 47.1<br />
TRANSACTIONS WITH SHAREHOLDERS<br />
Dividend to shareholders 1.0 – 1.0 – 6.3 – 6.3 – 6.3<br />
Share-based payment transactions 1.9 1.9 1.9<br />
Repurchase of own shares – 7.6 – 7.6 – 7.6<br />
Issue of repurchased shares 2.4 2.4 2.4<br />
Acquisition of non-controlling interest<br />
Acquisition of non-controlling interest not<br />
– – 1.0 – 1.0<br />
leading to a change in control – 10.5 – 10.5 1.2 – 9.3<br />
Total 1.0 – 1.0 – – – 5.2 – 14.9 – 20.1 0.2 – 19.9<br />
BALANCE AS AT 31 DECEMBER 2011 64.8 44.8 7.0 – 4.5 – 15.6 369.3 465.8 3.7 469.5<br />
The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />
Group<br />
equity
Notes to <strong>the</strong> consolidated financial statements<br />
ACCOUNTING STANDARDS<br />
1 GENERAL INFORMATION ON ROYAL TEN CATE<br />
Koninklijke Ten Cate nv (Royal Ten Cate) (<strong>the</strong> Company) is established in<br />
Almelo, <strong>the</strong> Ne<strong>the</strong>rlands.<br />
The consolidated financial statements of <strong>the</strong> Company comprise <strong>the</strong><br />
financial statements of <strong>the</strong> Company and its subsidiaries (referred to<br />
collectively as <strong>the</strong> ‘Group’) and <strong>the</strong> Group’s interests in o<strong>the</strong>r (nonconsolidated)<br />
participating interests, associated companies and<br />
proportionally consolidated joint ventures. The financial statements have<br />
been prepared by <strong>the</strong> Executive Board. The 2011 annual report and<br />
accounts were discussed at <strong>the</strong> meeting of <strong>the</strong> Supervisory Board on 28<br />
February 2012. They were released for publication on 29 February 2012.<br />
They will be presented to <strong>the</strong> general meeting of shareholders for<br />
adoption on 19 April 2012. The parent company financial statements<br />
form part of Royal Ten Cate’s 2011 financial statements. Royal Ten Cate<br />
has made use of <strong>the</strong> exemption pursuant to article 2:402 of Book 2 of <strong>the</strong><br />
Ne<strong>the</strong>rlands Civil Code with regard to <strong>the</strong> parent company financial<br />
statements. The original financial statements were prepared in <strong>the</strong><br />
Dutch language. This document is a version translated into English. In<br />
<strong>the</strong> event of any differences between <strong>the</strong> English and <strong>the</strong> Dutch text, <strong>the</strong><br />
latter shall prevail.<br />
2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />
The consolidated financial statements have been prepared in accordance<br />
with International Financial Reporting Standards, as adopted within <strong>the</strong><br />
EU (hereinafter EU-IFRS) and with Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands<br />
Civil Code.<br />
Change of accounting policy for pensions<br />
With effect from 2011, actuarial gains and losses arising in <strong>the</strong><br />
calculation of <strong>the</strong> Group’s pension commitment are credited or charged<br />
directly to Group equity (OCI method). Previously, <strong>the</strong>se gains and losses<br />
were not recognised if <strong>the</strong>y amounted to less than 10% of <strong>the</strong> higher of<br />
<strong>the</strong> present <strong>value</strong> of <strong>the</strong> gross commitment in respect of defined benefit<br />
pension rights and <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> fund investments (Corridor<br />
method). This change has been made to better reflect changes in <strong>the</strong><br />
pension provisions in <strong>the</strong> financial statements and anticipates <strong>the</strong><br />
change in future IFRS standards. The change has been adopted<br />
retrospectively from 1 January 2010.<br />
The accounting policy change of system has no material effect on <strong>the</strong><br />
result in 2010 and 2011 and no effect on earnings per share. The effect<br />
of <strong>the</strong> change of system on <strong>the</strong> balance sheet at <strong>the</strong> end of 2010 and<br />
2011 is shown in <strong>the</strong> table at <strong>the</strong> foot of <strong>the</strong> page.<br />
3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL<br />
STATEMENTS<br />
The financial statements are presented in millions of euros (<strong>the</strong> euro<br />
being <strong>the</strong> Company’s functional currency) unless stated o<strong>the</strong>rwise. The<br />
financial statements have been prepared on <strong>the</strong> basis of historical cost,<br />
except for <strong>the</strong> following material balance sheet items, which are carried<br />
at fair <strong>value</strong>: derivatives and financial instruments held for trading<br />
purposes. In preparing <strong>the</strong> financial statements, <strong>the</strong> Executive Board has<br />
used estimates and assumptions which affect <strong>the</strong> application of<br />
accounting standards and reported amounts stated in <strong>the</strong> consolidated<br />
financial statements (see note 56). The actual results may differ from<br />
such estimates. The estimates and underlying assumptions are<br />
continuously assessed. Revised estimates are stated in <strong>the</strong> period in<br />
which <strong>the</strong> estimates are revised and in future periods in which <strong>the</strong><br />
revision has consequences.<br />
The accounting principles set out below have been applied consistently<br />
by <strong>the</strong> Group’s subsidiaries and joint ventures for <strong>the</strong> periods presented<br />
in <strong>the</strong>se consolidated financial statements. Certain comparative<br />
information has been adjusted for <strong>the</strong> sake of comparability.<br />
Before<br />
change<br />
of system<br />
1 January 2010 31 December 2010 31 December 2011<br />
After<br />
change<br />
of system<br />
Before<br />
change<br />
of system<br />
Before<br />
change<br />
of system<br />
After<br />
change<br />
of system<br />
Before<br />
change<br />
of system<br />
Group equity 384.9 395.3 435.7 442.3 477.0 469.5<br />
Pension liabilities 21.0 8.4 18.5 10.5 13.4 22.6<br />
Deferred profit tax receivables 19.8 17.6 20.3 18.9 19.4 21.1<br />
Royal Ten Cate Annual Report 2011 85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
4 CONSOLIDATION PRINCIPLES<br />
4.1 Business combinations<br />
Business combinations are accounted for by <strong>the</strong> acquisition method as at<br />
<strong>the</strong> acquisition date, i.e. <strong>the</strong> date on which control passes to <strong>the</strong> Group.<br />
Control means <strong>the</strong> Group is able to determine an entity’s financial and<br />
operational policy in order to obtain benefits from <strong>the</strong> entity’s activities.<br />
In assessing control, <strong>the</strong> Group takes account of potential voting rights<br />
which can be exercised at that time.<br />
The Group determines <strong>the</strong> goodwill on <strong>the</strong> basis of <strong>the</strong> fair <strong>value</strong> of <strong>the</strong><br />
consideration paid, <strong>the</strong> carrying amount of any non-controlling interest in<br />
<strong>the</strong> acquired undertaking and, if applicable, <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> prior<br />
interest in <strong>the</strong> acquiree. The net amount of <strong>the</strong> identified assets acquired<br />
and <strong>the</strong> accepted liabilities is <strong>the</strong>n deducted. If <strong>the</strong> difference is<br />
negative, a book profit from an advantageous purchase is stated directly<br />
in <strong>the</strong> profit and loss account. Any non-controlling interests are carried<br />
at <strong>the</strong>ir proportionate share of <strong>the</strong> carrying amount of identifiable assets<br />
of <strong>the</strong> acquired undertaking on <strong>the</strong> acquisition date. The paid<br />
consideration includes no amount for <strong>the</strong> settlement of existing<br />
relationships. Any such amount is stated in <strong>the</strong> profit and loss account.<br />
Transaction costs o<strong>the</strong>r than those related to <strong>the</strong> issue of loans or equity<br />
instruments allocated to <strong>the</strong> Group as a result of acquisitions are<br />
charged to <strong>the</strong> result when <strong>the</strong>y arise.<br />
4.2 Acquisition of non-controlling interests<br />
Acquired non-controlling interests are stated as transactions with<br />
shareholders (directly as a charge to equity) and no goodwill is <strong>the</strong>refore<br />
included.<br />
4.3 Subsidiaries<br />
Subsidiaries are undertakings in which <strong>the</strong> Company directly and/or<br />
indirectly has a controlling interest.<br />
The financial statements of subsidiaries are included in <strong>the</strong> consolidated<br />
financial statements from <strong>the</strong> first date on which control is exercised to<br />
<strong>the</strong> date on which such control ends. Non-controlling interests in <strong>the</strong><br />
Group’s result and equity are stated separately. Losses in connection<br />
with non-controlling interests are allocated to <strong>the</strong> non-controlling<br />
interests, even if a deficit arises for <strong>the</strong> non-controlling interests in<br />
question.<br />
86<br />
Royal Ten Cate Annual Report 2011<br />
4.4 Associated companies, joint ventures and o<strong>the</strong>r participating<br />
interests<br />
Associated companies are entities in which <strong>the</strong> Group has significant<br />
influence on <strong>the</strong> financial and operational policy, but in which it has no<br />
controlling interest. Significant influence is assumed to exist if <strong>the</strong> Group<br />
holds between 20% and 50% of <strong>the</strong> voting rights in ano<strong>the</strong>r entity.<br />
Associated companies are accounted for using <strong>the</strong> equity method and<br />
are stated at cost including transaction costs on first-time inclusion. If<br />
<strong>the</strong> Group’s share in losses exceeds <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> associated<br />
company, <strong>the</strong> carrying <strong>value</strong> is stated at zero and fur<strong>the</strong>r losses are no<br />
longer stated, unless <strong>the</strong> Group has entered into a liability or has made<br />
payments on behalf of <strong>the</strong> associated company.<br />
Joint ventures are companies over which <strong>the</strong> Group has joint control and<br />
in which such control has been set forth in an agreement and in which<br />
strategic decisions on <strong>the</strong> financial and operational policy are taken on<br />
<strong>the</strong> basis of unanimity. Joint ventures are proportionally consolidated.<br />
O<strong>the</strong>r participating interests over which no significant influence is<br />
exercised are carried at fair <strong>value</strong> and <strong>the</strong> dividend is stated in <strong>the</strong> profit<br />
and loss account when it is made payable. If no fair <strong>value</strong> is available<br />
and o<strong>the</strong>r methods do not result in a reasonable estimate, <strong>the</strong> investment<br />
is carried at cost less impairment.<br />
4.5 Elimination of transactions on consolidation<br />
Intragroup balances and transactions between <strong>the</strong> subsidiaries in <strong>the</strong><br />
Group and unrealised gains and losses on such transactions are<br />
eliminated in <strong>the</strong> preparation of <strong>the</strong> consolidated financial statements.<br />
Unrealised gains on Group transactions with proportionally consolidated<br />
joint ventures and investments stated in accordance with <strong>the</strong> equity<br />
method are eliminated in proportion to <strong>the</strong> Group’s interest in <strong>the</strong><br />
investment. Unrealised losses are eliminated in <strong>the</strong> same way as<br />
unrealised gains, but only to <strong>the</strong> extent that <strong>the</strong>re is no indication of<br />
impairment.
5 FOREIGN CURRENCIES<br />
5.1 Transactions in foreign currencies<br />
Receivables and liabilities denominated in foreign currencies are<br />
converted into euros at <strong>the</strong> rate prevailing on <strong>the</strong> reporting date.<br />
Transactions in foreign currencies are converted into euros at <strong>the</strong><br />
exchange rate applying on <strong>the</strong> transaction date. Currency translation<br />
differences are stated in <strong>the</strong> profit and loss account.<br />
Non-monetary assets and liabilities which are denominated in foreign<br />
currencies and <strong>value</strong>d on <strong>the</strong> basis of historical cost are converted at <strong>the</strong><br />
exchange rate on <strong>the</strong> transaction date.<br />
5.2 Subsidiaries and joint ventures outside <strong>the</strong> eurozone<br />
The revenues and expenses of subsidiaries outside <strong>the</strong> eurozone are<br />
converted into euros at <strong>the</strong> exchange rate on <strong>the</strong> transaction date.<br />
Assets and liabilities including goodwill and fair <strong>value</strong> adjustments in<br />
respect of acquisitions are converted at <strong>the</strong> rate on <strong>the</strong> reporting date.<br />
The resulting translation differences are carried in o<strong>the</strong>r comprehensive<br />
income in equity. The proportionate share of <strong>the</strong> currency translation<br />
difference is allocated to any non-controlling interests. If an activity<br />
outside <strong>the</strong> eurozone is fully or partly divested, <strong>the</strong> accumulated<br />
exchange rate difference is transferred from equity to <strong>the</strong> profit and loss<br />
account as part of <strong>the</strong> result of <strong>the</strong> sale. The rates of <strong>the</strong> main currencies<br />
against <strong>the</strong> euro are as follows:<br />
Closing rate Average rate<br />
2011 2010 2011 2010<br />
US dollar 1.30 1.34 1.39 1.33<br />
British pound 0.84 0.86 0.87 0.86<br />
Danish krone 7.43 7.45 7.45 7.45<br />
UAE dirham 4.77 4.93 5.11 4.88<br />
Malaysian ringgit 4.11 4.10 4.25 4.29<br />
Singapore dollar 1.68 1.71 1.75 1.81<br />
Chinese yuan 8.16 8.82 8.99 9.00<br />
Australian dollar 1.27 1.31 1.35 1.45<br />
6 DERIVATIVES<br />
The Group uses derivatives in order to hedge exchange rate and interest<br />
rate risks resulting from operating, financing and investing activities.<br />
Examples are currency options and forward contracts as well as interest<br />
rate caps and swaps. In accordance with its treasury policy, <strong>the</strong> Group<br />
does not use derivatives for trading purposes. Nor does it issue such<br />
derivatives. Derivatives are treated as trading instruments. Derivatives<br />
are <strong>value</strong>d at fair <strong>value</strong> on first-time inclusion. The resulting income or<br />
expense is stated directly in <strong>the</strong> profit and loss account unless hedge<br />
accounting is applied (see section 7).<br />
The fair <strong>value</strong> of derivatives is <strong>the</strong> estimated amount which <strong>the</strong> Group<br />
would receive or would have to pay in order to terminate <strong>the</strong> derivative<br />
on <strong>the</strong> reporting date, taking into account <strong>the</strong> current exchange rates and<br />
<strong>the</strong> current interest rate.<br />
7 HEDGE ACCOUNTING<br />
Where specific conditions are met, hedge accounting can be applied.<br />
Under <strong>the</strong>se specific conditions, <strong>the</strong>re must be a demonstrable<br />
relationship between <strong>the</strong> variability of <strong>the</strong> future cash flows or balance<br />
sheet positions (of <strong>the</strong> hedged item) and <strong>the</strong> hedging instrument, <strong>the</strong><br />
relationship must be documented and <strong>the</strong> hedge must be sufficiently<br />
effective. The Group applies cash flow hedge accounting to interest rate<br />
derivatives. In this situation, <strong>the</strong> effective portion of <strong>the</strong> changes in <strong>the</strong><br />
fair <strong>value</strong> of <strong>the</strong> derivative financial instrument is stated directly in o<strong>the</strong>r<br />
comprehensive income of <strong>the</strong> hedging reserve in equity. The ineffective<br />
portion of <strong>the</strong> changes in <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> derivative financial<br />
instrument is stated directly in <strong>the</strong> profit and loss account. If <strong>the</strong> hedged<br />
future transactions are stated in <strong>the</strong> profit and loss account, <strong>the</strong> transfer<br />
takes place from equity to <strong>the</strong> profit and loss account or is stated in <strong>the</strong><br />
cost price on <strong>the</strong> first-time inclusion of <strong>the</strong> non-financial asset or<br />
liability. If no hedge accounting is applied, profits or losses on <strong>the</strong><br />
derivative financial instrument are stated directly in <strong>the</strong> profit and loss<br />
account.<br />
Royal Ten Cate Annual Report 2011 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
8 SEGMENT REPORTING<br />
An operating segment is a part of <strong>the</strong> Group conducting business<br />
activities which can result in revenues and expenses, including revenues<br />
and expenses associated with transactions with o<strong>the</strong>r parts of <strong>the</strong><br />
Group. The Group determines and presents operating segments on <strong>the</strong><br />
basis of <strong>the</strong> information reported internally to <strong>the</strong> Chief Operating<br />
Decision Maker (CODM) committees, which take <strong>the</strong> important operating<br />
decisions in <strong>the</strong> segment.<br />
The operating results of an operating segment are assessed periodically<br />
by <strong>the</strong> CODM committees in order to decide on <strong>the</strong> allocation of<br />
resources to <strong>the</strong> segment and for performance assessment.<br />
The investment expenses of a segment concern <strong>the</strong> total expenses<br />
incurred during <strong>the</strong> reporting period for <strong>the</strong> acquisition of tangible fixed<br />
assets and intangible assets with <strong>the</strong> exception of goodwill.<br />
The assets and liabilities of <strong>the</strong> segment concern items which are or may<br />
reasonably be allocated directly.<br />
Unallocated assets comprise profit tax receivables and cash and cash<br />
equivalents. The unallocated liabilities comprise interest-bearing loans<br />
and profit tax liabilities.<br />
9 REVENUES<br />
Revenues comprise <strong>the</strong> revenues from goods and services supplied to<br />
third parties. These are stated at <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> consideration<br />
received or to be received, less taxes and any volume, trade or payment<br />
discounts due. Revenues from sales of goods are recognised in <strong>the</strong> profit<br />
and loss account when <strong>the</strong> main risks and benefits of ownership have<br />
been transferred to <strong>the</strong> purchaser. Revenues from services supplied are<br />
recognised in <strong>the</strong> profit and loss account in proportion to <strong>the</strong> extent of<br />
performance of <strong>the</strong> work applying on <strong>the</strong> reporting date.<br />
No revenues are recognised if <strong>the</strong> extent of <strong>the</strong> revenues cannot be<br />
reliably determined and if significant uncertainties remain with regard to<br />
<strong>the</strong> collection of <strong>the</strong> remuneration due, <strong>the</strong> associated costs or <strong>the</strong><br />
possible return of goods, and also if <strong>the</strong>re is a protracted management<br />
involvement with such goods.<br />
The Group also carries out projects to manufacture assets under<br />
contracts with third parties. The costs relating to a project are<br />
recognised when <strong>the</strong>y are incurred. As soon as <strong>the</strong> result of a project in<br />
progress can be reliably estimated, revenues from that project are<br />
recognised in proportion to its degree of completion. Expected losses on<br />
projects are stated immediately in <strong>the</strong> profit and loss account.<br />
88<br />
Royal Ten Cate Annual Report 2011<br />
10 GOVERNMENT SUBSIDIES<br />
Subsidies granted as compensation for expenses incurred by <strong>the</strong> Group<br />
are systematically stated as income in <strong>the</strong> profit and loss account in <strong>the</strong><br />
same period as that in which <strong>the</strong> subsidisable expenses are incurred and<br />
as soon as <strong>the</strong>re is a reasonable certainty that <strong>the</strong>y will be received and<br />
that <strong>the</strong> Group will fulfil <strong>the</strong> attached conditions. Subsidies granted to<br />
compensate <strong>the</strong> Group for <strong>the</strong> cost of an asset are systematically stated<br />
as cost of sales in <strong>the</strong> profit and loss account during <strong>the</strong> useful life of <strong>the</strong><br />
asset.<br />
11 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />
The consumption of raw materials and manufacturing supplies is<br />
calculated on <strong>the</strong> basis of historical cost.<br />
12 LEASE PAYMENTS<br />
Lease payments in respect of operational leasing are stated in <strong>the</strong> profit<br />
and loss account on a straight-line basis over <strong>the</strong> lease term.<br />
Remuneration received as an incentive to effect leases is stated as an<br />
integral part of <strong>the</strong> total lease costs in <strong>the</strong> profit and loss account over<br />
<strong>the</strong> lease term.<br />
Financial lease payments are stated partly as financial expenses and<br />
partly as a repayment of <strong>the</strong> outstanding liability. The financing costs are<br />
allocated to each period of <strong>the</strong> total lease term in such a way that this<br />
results in a constant periodic interest rate on <strong>the</strong> residual balance of <strong>the</strong><br />
liability.<br />
13 FINANCIAL INCOME AND EXPENSES<br />
Financial income and expenses include <strong>the</strong> interest income and expenses<br />
on invested and borrowed monies, interest charges on financial lease<br />
payments, foreign exchange rate differences, results from o<strong>the</strong>r<br />
participating interests and results of derivatives for which no hedge<br />
accounting is used and <strong>the</strong> realised and ineffective portion of <strong>the</strong> change<br />
in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used.<br />
Interest income and expenses are stated in <strong>the</strong> profit and loss account as<br />
<strong>the</strong>y accrue on <strong>the</strong> basis of <strong>the</strong> effective interest method.
Material financial expenses in <strong>the</strong> construction period which are directly<br />
attributable to <strong>the</strong> acquisition, construction or production of an eligible<br />
asset (which will require a considerable period before it is ready for use<br />
or sale) are capitalised as part of <strong>the</strong> costs of that asset. Dividend<br />
income from o<strong>the</strong>r participating interests is stated in <strong>the</strong> profit and loss<br />
account at <strong>the</strong> time at which <strong>the</strong> entity’s right to payment is established.<br />
14 PROFIT TAX<br />
The tax on profit for <strong>the</strong> financial year includes <strong>the</strong> profit tax that is<br />
payable, available for set-off and deferred in respect of <strong>the</strong> reporting<br />
period. The profit tax is stated in <strong>the</strong> profit and loss account, except<br />
where it relates to items which are included directly in equity or in o<strong>the</strong>r<br />
comprehensive income. Profit tax that is payable and available for<br />
set-off in respect of <strong>the</strong> reporting period is <strong>the</strong> profit tax which is<br />
expected to be payable on <strong>the</strong> taxable result, calculated on <strong>the</strong> basis of<br />
tax rates which have been set on <strong>the</strong> reporting date, or on which a firm<br />
decision has been taken by <strong>the</strong> reporting date, and any corrections to<br />
profit tax payable in respect of previous years. Additional taxes on profit<br />
from dividend payments are stated at <strong>the</strong> same time as <strong>the</strong> liability to<br />
pay <strong>the</strong> respective dividend.<br />
A receivable / provision is recognised for deferred tax differences using<br />
<strong>the</strong> balance sheet liability method for temporary differences between <strong>the</strong><br />
carrying <strong>value</strong> of assets and liabilities for <strong>the</strong> financial reporting and <strong>the</strong><br />
fiscal carrying <strong>value</strong> of <strong>the</strong> items concerned. No provision is formed in<br />
respect of two temporary differences: non-tax-deductible goodwill and<br />
<strong>the</strong> difference between <strong>the</strong> economic and fiscal <strong>value</strong> of subsidiaries,<br />
associated companies, joint ventures and o<strong>the</strong>r participating interests.<br />
The amount of <strong>the</strong> provision for deferred profit tax liabilities is based on<br />
<strong>the</strong> method by which <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> assets and liabilities is<br />
expected to be realised or settled, using tax rates which, on <strong>the</strong> reporting<br />
date, have been specified by law or in material terms.<br />
Deferred profit tax assets and liabilities are offset if <strong>the</strong>re is a legally<br />
enforceable right to offset <strong>the</strong> profit tax assets and liabilities and such<br />
assets and liabilities relate to profit tax imposed by <strong>the</strong> same tax<br />
authority on <strong>the</strong> same taxable entity, or on different taxable entities<br />
which intend to offset <strong>the</strong> profit tax assets and liabilities or whose profit<br />
tax assets and liabilities are realised simultaneously.<br />
A deferred profit tax asset is only recognised in respect of unused tax<br />
losses, tax income and deductible temporary differences to <strong>the</strong> extent<br />
that it is likely that future taxable profits will be available which can be<br />
applied for <strong>the</strong> realisation of <strong>the</strong> timing difference. Deferred profit tax<br />
assets are reviewed on each reporting date and reduced if it is no longer<br />
likely that <strong>the</strong> associated tax benefit will be realised.<br />
15 EARNINGS PER SHARE<br />
The Group presents ordinary and diluted earnings per share for <strong>the</strong><br />
ordinary share capital. The earnings per ordinary share are calculated on<br />
<strong>the</strong> basis of <strong>the</strong> net result attributable to shareholders of <strong>the</strong> Group<br />
divided by <strong>the</strong> weighted average number of ordinary shares in issue<br />
during <strong>the</strong> reporting period (corrected to take account of own shares). In<br />
<strong>the</strong> calculation of <strong>the</strong> diluted earnings, <strong>the</strong> weighted average number of<br />
ordinary shares in issue during <strong>the</strong> reporting period is corrected to take<br />
account of <strong>the</strong> potential dilutive effect on <strong>the</strong> ordinary shares arising<br />
from <strong>the</strong> share options granted to employees.<br />
16 NEW STANDARDS AND INTERPRETATIONS NOT YET<br />
APPLIED<br />
A number of new standards, amendments to standards and<br />
interpretations were not yet in force in 2011 and have <strong>the</strong>refore not been<br />
applied to <strong>the</strong>se consolidated financial statements:<br />
■ IAS 19 revised – Employee Benefits, which becomes compulsory in<br />
2013. With effect from 2011 actuarial gains and losses have already<br />
been credited or charged directly to group equity. Annual pension<br />
expenses are also expected to increase as a result of this standard.<br />
This standard is expected to be applied from 2013.<br />
■ IFRS 11 – Joint arrangements, which becomes compulsory in 2013<br />
and may give rise to changes in <strong>the</strong> treatment of joint ventures and<br />
similar agreements. The effect of this standard on <strong>the</strong> Group is<br />
currently being examined. The impact is expected to be limited.<br />
The o<strong>the</strong>r new or amended standards are not expected to have any<br />
material effect on <strong>the</strong> Group’s consolidated financial statements.<br />
Royal Ten Cate Annual Report 2011 89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
17 PRINCIPLES FOR THE PREPARATION OF THE CASH FLOW<br />
STATEMENT<br />
Cash flows from operating activities are presented on <strong>the</strong> basis of <strong>the</strong><br />
indirect method. Cash flows in foreign currencies are converted at <strong>the</strong><br />
exchange rate on <strong>the</strong> date of <strong>the</strong> cash flow or on a cash basis. Changes<br />
which have not resulted in cash flows, such as exchange rate<br />
differences, acquisitions, financial lease liabilities, changes in fair <strong>value</strong>,<br />
recognised share-related transactions and similar transactions are<br />
eliminated in this statement. Dividends paid to shareholders are included<br />
in <strong>the</strong> cash flow from financing activities. Dividends received are stated<br />
in <strong>the</strong> cash flow from investing activities, and interest paid is stated in<br />
<strong>the</strong> cash flow from operating activities. Overdrafts which are<br />
immediately repayable and form part of <strong>the</strong> Group’s cash management<br />
are included in <strong>the</strong> balance of cash and bank current accounts as part of<br />
<strong>the</strong> consolidated cash flow statement.<br />
18 INTANGIBLE ASSETS<br />
18.1 Goodwill<br />
Details of <strong>the</strong> valuation of goodwill on first-time inclusion can be found<br />
in note 4.1. Goodwill is <strong>value</strong>d at cost less accumulated impairments.<br />
The carrying <strong>value</strong> of <strong>the</strong> goodwill on investments in associated<br />
companies is included in <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> respective investment.<br />
An impairment loss on an associated company is allocated to <strong>the</strong><br />
carrying <strong>value</strong> of <strong>the</strong> associated company investment. Goodwill is<br />
allocated to cash generating units and is tested each year on <strong>the</strong><br />
reporting date to assess whe<strong>the</strong>r <strong>the</strong>re is any indication of impairment.<br />
90<br />
Royal Ten Cate Annual Report 2011<br />
18.2 O<strong>the</strong>r intangible assets<br />
The o<strong>the</strong>r intangible assets consist of:<br />
Research and development<br />
Expenses for research activities carried out with a view to acquiring new<br />
scientific or technical knowledge and insights are stated as an expense<br />
in <strong>the</strong> profit and loss account when <strong>the</strong>y are incurred.<br />
Expenses for development activities, in which research results are used<br />
for a plan or design for <strong>the</strong> production of new or substantially improved<br />
products and processes, are capitalised if <strong>the</strong> development costs can be<br />
reliably determined, <strong>the</strong> product or process is technically and<br />
commercially feasible and <strong>the</strong> Group has sufficient resources to<br />
complete <strong>the</strong> development and use or sell <strong>the</strong> asset. The capitalised<br />
expenses include material costs, direct labour costs, financing costs and<br />
an appropriate portion of directly attributable overheads. O<strong>the</strong>r<br />
development costs are stated as an expense in <strong>the</strong> profit and loss<br />
account when <strong>the</strong>y are incurred. The capitalised development costs are<br />
<strong>value</strong>d at cost less accumulated amortisation and accumulated<br />
impairments (see note 23).<br />
O<strong>the</strong>r intangible assets<br />
O<strong>the</strong>r intangible assets acquired by <strong>the</strong> Group relate to customer<br />
relationships, trademark rights, patents, software and similar rights.<br />
These intangible assets are <strong>value</strong>d at cost less accumulated amortisation<br />
and accumulated impairments (see note 23). Costs of internally<br />
generated goodwill and trademarks are stated as an expense in <strong>the</strong><br />
profit and loss account when <strong>the</strong>y are incurred.<br />
18.3 Expenses after first-time inclusion<br />
Expenses after <strong>the</strong> first-time inclusion of capitalised intangible assets<br />
are capitalised only if <strong>the</strong>y lead to an increase in <strong>the</strong> future economic<br />
benefits embodied in <strong>the</strong> particular asset to which <strong>the</strong>y relate. All o<strong>the</strong>r<br />
expenses are charged to <strong>the</strong> profit and loss account when <strong>the</strong>y are<br />
incurred.
18.4 Amortisation<br />
Amortisation is calculated on <strong>the</strong> cost of <strong>the</strong> asset, less <strong>the</strong> residual<br />
<strong>value</strong>.<br />
Amortisation costs are charged on a straight-line basis to <strong>the</strong> profit and<br />
loss account in accordance with <strong>the</strong> estimated useful life of intangible<br />
assets. Goodwill is tested each year on <strong>the</strong> reporting date to assess<br />
whe<strong>the</strong>r any impairment has arisen. The amortisation of o<strong>the</strong>r intangible<br />
assets begins as soon as <strong>the</strong> assets are available for use.<br />
The estimated economic life is as follows:<br />
■ Development costs 5 years<br />
■ O<strong>the</strong>r intangible assets 3 – 14 years<br />
The amortisation method, economic life and residual <strong>value</strong> are assessed<br />
periodically and adjusted if necessary.<br />
19 TANGIBLE FIXED ASSETS<br />
19.1 Owned assets<br />
Tangible fixed assets are <strong>value</strong>d at cost less accumulated depreciation<br />
(see 19.4) and accumulated impairments (see note 23).<br />
The cost of self-manufactured assets comprises material costs, direct<br />
labour costs and any o<strong>the</strong>r costs attributable directly to <strong>the</strong> preparation<br />
of <strong>the</strong> asset for use, any costs of dismantling and removing <strong>the</strong> asset,<br />
<strong>the</strong> costs of restoring <strong>the</strong> location in which <strong>the</strong> asset is held and<br />
capitalised financing costs.<br />
Where tangible fixed assets consist of components with differing useful<br />
lives, <strong>the</strong>se are stated as separate items under tangible fixed assets.<br />
The profit or loss on <strong>the</strong> sale of a tangible fixed asset is determined by<br />
comparing <strong>the</strong> sales proceeds with <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> tangible<br />
fixed asset. The net difference is stated under o<strong>the</strong>r operating income/<br />
expenses in <strong>the</strong> profit and loss account.<br />
19.2 Leased assets<br />
Leases in which <strong>the</strong> Group actually assumes all <strong>the</strong> risks and benefits of<br />
ownership are classified as financial leases. Tangible fixed assets which<br />
are acquired by means of financial leases are <strong>value</strong>d on first-time<br />
inclusion at <strong>the</strong> lower of fair <strong>value</strong> and <strong>the</strong> present <strong>value</strong> of <strong>the</strong> minimum<br />
lease payments at <strong>the</strong> inception of <strong>the</strong> lease, less accumulated<br />
depreciation (see note 19.4) and impairments (see note 23). Lease<br />
payments are stated as described in note 12.<br />
19.3 Expenses after first-time inclusion<br />
Expenses incurred for <strong>the</strong> replacement of a component of a tangible<br />
fixed asset are capitalised provided <strong>the</strong> future economic benefits<br />
resulting from <strong>the</strong> asset accrue to <strong>the</strong> Group and <strong>the</strong> cost of such<br />
replacement expenses can be reliably determined. All o<strong>the</strong>r expenses<br />
are charged to <strong>the</strong> profit and loss account when <strong>the</strong>y are incurred.<br />
19.4 Depreciation<br />
Depreciation is calculated on <strong>the</strong> cost of an asset less <strong>the</strong> residual <strong>value</strong>.<br />
Depreciation is charged to <strong>the</strong> profit and loss account on <strong>the</strong> basis of <strong>the</strong><br />
straight-line method over <strong>the</strong> estimated economic life of each component<br />
of a tangible fixed asset. Land is not depreciated.<br />
The estimated economic 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 <strong>value</strong> are assessed<br />
periodically and adjusted if necessary.<br />
20 INVENTORIES<br />
Inventories are stated at <strong>the</strong> lower of cost or net realisable <strong>value</strong>. The<br />
cost of inventories is based on <strong>the</strong> FIFO (first in, first out) principle and<br />
includes <strong>the</strong> costs incurred for <strong>the</strong> acquisition of <strong>the</strong> inventories, <strong>the</strong>ir<br />
production or conversion and bringing <strong>the</strong>m to <strong>the</strong> existing location and<br />
condition. In <strong>the</strong> case of inventories of finished products and work in<br />
progress, <strong>the</strong> cost includes in addition to <strong>the</strong> direct costs an appropriate<br />
portion of <strong>the</strong> indirect costs based on <strong>the</strong> normal production capacity.<br />
The net realisable <strong>value</strong> is <strong>the</strong> estimated sale price in ordinary<br />
operations, less <strong>the</strong> estimated costs of completion and <strong>the</strong> sale costs.<br />
Royal Ten Cate Annual Report 2011 91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
21 TRADE DEBTORS AND OTHER RECEIVABLES<br />
Trade debtors and o<strong>the</strong>r receivables with a term of less than one year are<br />
stated at amortised cost less impairments.<br />
Projects in progress commissioned by third parties concern <strong>the</strong> gross<br />
amount yet to be charged that is expected to be collected from customers<br />
for <strong>the</strong> contract work carried out up to <strong>the</strong> reporting date. This item is<br />
carried at cost plus <strong>the</strong> profit recognised up to that time less invoiced<br />
instalments in proportion to <strong>the</strong> progress of <strong>the</strong> project and recognised<br />
losses. The cost includes all expenditure directly related to specific<br />
projects and an allocation of <strong>the</strong> fixed and variable indirect costs<br />
incurred.<br />
Projects in progress commissioned by third parties under contracts in<br />
which <strong>the</strong> amount of costs incurred plus <strong>the</strong> recognised profit is higher<br />
than <strong>the</strong> invoiced instalments are stated in <strong>the</strong> balance sheet under<br />
o<strong>the</strong>r receivables. If <strong>the</strong> amount of invoiced instalments is higher than<br />
<strong>the</strong> costs incurred plus recognised profit, <strong>the</strong> difference is stated in <strong>the</strong><br />
balance sheet under trade creditors and o<strong>the</strong>r payables.<br />
22 CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents comprise cash balances and immediately<br />
claimable credit balances with an original term of three months or less.<br />
Overdrafts at banks which are immediately claimable and form an<br />
integral part of <strong>the</strong> Group’s cash management are included as part of <strong>the</strong><br />
cash and cash equivalents for <strong>the</strong> purposes of <strong>the</strong> cash flow statement.<br />
23 IMPAIRMENT<br />
The carrying <strong>value</strong> of <strong>the</strong> Group’s assets, except that of inventories (see<br />
note 20) and deferred profit tax assets (see note 14) is examined at each<br />
reporting date in order to determine whe<strong>the</strong>r <strong>the</strong>re are indications of<br />
impairment.<br />
If <strong>the</strong>re are such indications, an estimate is made of <strong>the</strong> realisable <strong>value</strong><br />
of <strong>the</strong> asset. In <strong>the</strong> case of goodwill and intangible assets which are not<br />
yet available for use, <strong>the</strong> realisable <strong>value</strong> is estimated at each reporting<br />
date. This also applies if <strong>the</strong>re is an indication of impairment.<br />
An impairment is recognised when <strong>the</strong> carrying <strong>value</strong> of an asset or <strong>the</strong><br />
cash generating unit <strong>the</strong>reof is higher than <strong>the</strong> estimated realisable<br />
<strong>value</strong>. It is first charged to any allocated goodwill and <strong>the</strong>n deducted<br />
proportionately from <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> o<strong>the</strong>r assets.<br />
92<br />
Royal Ten Cate Annual Report 2011<br />
For <strong>the</strong> testing of impairments, assets which cannot be tested<br />
individually are combined into <strong>the</strong> smallest distinguishable group of<br />
assets which, as a result of continuous use, generates cash flow that is<br />
broadly independent of <strong>the</strong> incoming cash flows from o<strong>the</strong>r assets or<br />
groups of assets (<strong>the</strong> cash generating unit). Taking into account <strong>the</strong><br />
maximum size of an operating segment before aggregation (<strong>the</strong><br />
‘operating segment ceiling test’), cash generating units to which<br />
goodwill has been allocated for <strong>the</strong> testing of goodwill with regard to<br />
impairment are combined in such a way that <strong>the</strong> level at which such<br />
impairment is tested reflects <strong>the</strong> lowest level at which goodwill is<br />
monitored in internal reporting. Goodwill acquired in a business<br />
combination is allocated to groups of cash generating units which are<br />
expected to benefit from <strong>the</strong> synergy advantages of <strong>the</strong> combination.<br />
23.1 Calculation of <strong>the</strong> realisable <strong>value</strong><br />
The realisable <strong>value</strong> is <strong>the</strong> higher of <strong>the</strong> recoverable amount, less costs<br />
to sell, and <strong>the</strong> <strong>value</strong> in use. In determining <strong>the</strong> <strong>value</strong> in use, <strong>the</strong> present<br />
<strong>value</strong> of <strong>the</strong> estimated future cash flows is calculated using a discount<br />
rate before tax which reflects both <strong>the</strong> current market valuations of <strong>the</strong><br />
time <strong>value</strong> of money and <strong>the</strong> specific risks relating to <strong>the</strong> asset or cash<br />
generating unit. In <strong>the</strong> case of an asset which generates no cash receipts<br />
that are largely independent of o<strong>the</strong>r assets, <strong>the</strong> realisable <strong>value</strong> is<br />
determined for <strong>the</strong> cash generating unit to which <strong>the</strong> asset belongs.
23.2 Reversal of impairments<br />
An impairment relating to goodwill cannot be reversed. In <strong>the</strong> case of<br />
o<strong>the</strong>r assets, an assessment is made on <strong>the</strong> reporting date as to whe<strong>the</strong>r<br />
an impairment must be reversed if <strong>the</strong>re is a change in <strong>the</strong> estimates on<br />
which <strong>the</strong> realisable <strong>value</strong> was based.<br />
An impairment is only reversed to <strong>the</strong> extent that <strong>the</strong> carrying <strong>value</strong> of<br />
<strong>the</strong> asset is not higher than <strong>the</strong> carrying <strong>value</strong> which would have been<br />
determined after <strong>the</strong> deduction of depreciation, if no impairment had<br />
been recognised.<br />
Goodwill which is part of <strong>the</strong> carrying <strong>value</strong> of an investment in an<br />
associated company is not recognised separately and <strong>the</strong>refore not<br />
tested separately for impairment. Instead, <strong>the</strong> total amount of <strong>the</strong><br />
investment in an associated company is tested for impairment as a<br />
single asset if <strong>the</strong>re are objective indications that <strong>the</strong> investment in an<br />
associated company may be subject to impairment.<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 <strong>the</strong> repurchase of share capital which is stated in <strong>the</strong> balance sheet<br />
as equity, <strong>the</strong> amount of <strong>the</strong> paid consideration, including directly<br />
attributable costs, is stated as a change in equity. Repurchased shares<br />
are classified in <strong>the</strong> reserve for own shares and presented as a deduction<br />
from total equity.<br />
24.3 Dividend<br />
Dividend is stated as a liability in <strong>the</strong> 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<br />
schemes are charged to <strong>the</strong> profit and loss account in <strong>the</strong> period to<br />
which <strong>the</strong>y relate.<br />
25.2 Defined benefit schemes<br />
The Group’s net liability in respect of defined benefit pension schemes is<br />
calculated separately for each scheme by estimating <strong>the</strong> amount of <strong>the</strong><br />
future entitlement which employees have earned in <strong>the</strong> present and<br />
previous reporting periods in exchange for <strong>the</strong>ir services. This<br />
entitlement is discounted in order to determine <strong>the</strong> present <strong>value</strong>, with<br />
<strong>the</strong> fair <strong>value</strong> of <strong>the</strong> fund investments being deducted. The discount rate<br />
is <strong>the</strong> yield on <strong>the</strong> reporting date of bonds which have an AA credit rating<br />
and a period to maturity which approximates <strong>the</strong> term of <strong>the</strong> Group’s<br />
liabilities and are denominated in <strong>the</strong> currency in which <strong>the</strong> entitlements<br />
arise. The calculation is performed by an authorised actuary on <strong>the</strong> basis<br />
of <strong>the</strong> projected unit credit method. If <strong>the</strong> entitlements under a pension<br />
scheme are increased, <strong>the</strong> proportion of <strong>the</strong> higher entitlement which<br />
relates to employees’ past service is stated as an expense in <strong>the</strong> profit<br />
and loss account on a straight-line basis over <strong>the</strong> average period up to<br />
<strong>the</strong> vesting of <strong>the</strong> rights. If <strong>the</strong> rights are vested immediately, <strong>the</strong><br />
expense is stated immediately in <strong>the</strong> profit and loss account.<br />
Actuarial gains and losses in respect of a pension scheme are credited or<br />
charged directly to group equity. If <strong>the</strong> calculation results in a receivable<br />
for <strong>the</strong> Group, <strong>the</strong> recognised asset item is limited to an amount not<br />
exceeding any unrecognised back-service costs and <strong>the</strong> present <strong>value</strong> of<br />
economic benefits in <strong>the</strong> form of any future repayments by <strong>the</strong> fund or, if<br />
lower, future pension contributions.<br />
Royal Ten Cate Annual Report 2011 93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
26 SHARE-BASED PAYMENTS<br />
The option scheme enables <strong>the</strong> Group’s management to acquire shares in<br />
Royal Ten Cate. The fair <strong>value</strong> of <strong>the</strong> granted options is stated under<br />
personnel costs, with a corresponding entry in equity. The fair <strong>value</strong> is<br />
determined on <strong>the</strong> grant date and is allocated over <strong>the</strong> period up to <strong>the</strong><br />
time at which <strong>the</strong> management acquires an unconditional right to <strong>the</strong><br />
options. The amount stated as costs is adjusted annually to <strong>the</strong> number<br />
of options which will be exercised. The fair <strong>value</strong> of <strong>the</strong> granted options<br />
is determined on <strong>the</strong> basis of <strong>the</strong> binomial model, taking account of <strong>the</strong><br />
conditions under which <strong>the</strong> options have been granted. Valuation factors<br />
include <strong>the</strong> share price on <strong>the</strong> valuation date, <strong>the</strong> exercise price of <strong>the</strong><br />
instrument, <strong>the</strong> expected volatility, <strong>the</strong> weighted average expected term<br />
of <strong>the</strong> instruments (based on past experience and <strong>the</strong> conduct of <strong>the</strong><br />
instrument holders), <strong>the</strong> expected dividends and <strong>the</strong> risk-free interest<br />
rate (based on government bonds).<br />
27 PROVISIONS<br />
A provision is recognised in <strong>the</strong> balance sheet if <strong>the</strong>re is a legally<br />
enforceable or actual obligation as a result of a past event and it is likely<br />
that an outflow of resources will be required to settle such liability and<br />
such outflow can be reliably estimated. If <strong>the</strong> effect of this is material,<br />
<strong>the</strong> provisions are determined by discounting <strong>the</strong> expected future cash<br />
flows using a discount rate before profit tax which reflects <strong>the</strong> current<br />
market valuations of <strong>the</strong> time <strong>value</strong> of money and, if necessary, <strong>the</strong><br />
specific risks of <strong>the</strong> liability. Interest accrual is stated as a financial<br />
expense.<br />
27.1 Claims and guarantees<br />
The provision for claims relates to damages claims and any litigation<br />
costs. The provision for guarantees relates to goods and services<br />
supplied and is based on historical guarantee data.<br />
94<br />
Royal Ten Cate Annual Report 2011<br />
27.2 Reorganisation<br />
Reorganisation provisions are included if <strong>the</strong> Group has formalised a<br />
detailed plan for <strong>the</strong> reorganisation and has begun or publicly announced<br />
<strong>the</strong> reorganisation. The reorganisation provision does not include costs<br />
incurred in relation to future activities.<br />
27.3 O<strong>the</strong>r personnel liabilities<br />
Long-service leave and o<strong>the</strong>r allowances such as anniversaries form part<br />
of <strong>the</strong> provisions under o<strong>the</strong>r personnel liabilities. These provisions are<br />
accumulated over <strong>the</strong> respective period as in <strong>the</strong> case of defined benefit<br />
pension schemes, except that actuarial gains or losses are recognised in<br />
<strong>the</strong> profit and loss account in <strong>the</strong> period in which <strong>the</strong>y arise.<br />
27.4 Environment<br />
In accordance with <strong>the</strong> Group’s published environmental policy and <strong>the</strong><br />
applicable legal obligations, a provision for <strong>the</strong> clearance of<br />
environmental pollution is recognised when <strong>the</strong> pollution occurs.<br />
27.5 Onerous contracts<br />
A provision is recognised in <strong>the</strong> balance sheet for onerous contracts if<br />
<strong>the</strong> benefits which <strong>the</strong> Group expects to obtain from a contract are lower<br />
than <strong>the</strong> unavoidable costs of fulfilling <strong>the</strong> liabilities under <strong>the</strong> contract.<br />
The provision is <strong>value</strong>d at <strong>the</strong> lower of <strong>the</strong> present <strong>value</strong> of <strong>the</strong> expected<br />
costs of terminating <strong>the</strong> contract and <strong>the</strong> present <strong>value</strong> of <strong>the</strong> expected<br />
net costs of continuing <strong>the</strong> contract.<br />
28 LONG-TERM DEBTS<br />
When included for <strong>the</strong> first time, interest-bearing loans received are<br />
stated at fair <strong>value</strong> less directly attributable transaction costs. After<br />
first-time inclusion, interest-bearing loans are carried at amortised cost,<br />
with <strong>the</strong> difference between <strong>the</strong> cost and <strong>the</strong> redemption price being<br />
stated in <strong>the</strong> profit and loss account on <strong>the</strong> basis of <strong>the</strong> effective interest<br />
method over <strong>the</strong> term of <strong>the</strong> loans.
29 TRADE CREDITORS<br />
Trade creditors and o<strong>the</strong>r payables are carried at amortised cost.<br />
30 DETERMINATION OF FAIR VALUE<br />
A number of principles and <strong>the</strong> Group’s information provision require <strong>the</strong><br />
determination of <strong>the</strong> fair <strong>value</strong> of both financial and non-financial assets<br />
and liabilities. For <strong>the</strong> purposes of valuation and information provision,<br />
<strong>the</strong> fair <strong>value</strong> is determined on <strong>the</strong> basis of <strong>the</strong> following methods. If<br />
applicable, fur<strong>the</strong>r information on <strong>the</strong> principles for determining <strong>the</strong> fair<br />
<strong>value</strong> is provided in <strong>the</strong> section of <strong>the</strong>se notes applying specifically to<br />
<strong>the</strong> respective asset or <strong>the</strong> respective liability.<br />
■ Tangible fixed assets<br />
The fair <strong>value</strong> of tangible fixed assets included as a result of a business<br />
combination is <strong>the</strong> estimated amount for which a property could be<br />
traded on <strong>the</strong> valuation date between a willing buyer and a willing seller<br />
in an arm’s length transaction after proper marketing in which <strong>the</strong> parties<br />
have each acted prudently and knowledgeably. The market <strong>value</strong> of o<strong>the</strong>r<br />
tangible fixed assets and inventories is based on <strong>the</strong> listed market prices<br />
of comparable assets and items where available, and on replacement<br />
costs where applicable.<br />
■ Intangible assets<br />
The fair <strong>value</strong> of patents and trademarks acquired as part of a business<br />
combination is determined on <strong>the</strong> basis of <strong>the</strong> discounted estimated<br />
royalties which have been avoided as a result of ownership of <strong>the</strong> patent<br />
or trademark. The fair <strong>value</strong> of customer relationships acquired in a<br />
business combination is determined using <strong>the</strong> excess earnings method<br />
over several periods, with <strong>the</strong> respective assets being <strong>value</strong>d after<br />
deduction of a real return on all o<strong>the</strong>r assets which jointly constitute <strong>the</strong><br />
associated cash flows. The fair <strong>value</strong> of o<strong>the</strong>r intangible assets is based<br />
on <strong>the</strong> expected present <strong>value</strong> of <strong>the</strong> cash flow from <strong>the</strong> use and ultimate<br />
sale of <strong>the</strong> asset.<br />
■ Inventories<br />
The fair <strong>value</strong> of inventories acquired as part of a business combination<br />
is determined on <strong>the</strong> basis of <strong>the</strong> estimated sale price in normal business<br />
operation, less <strong>the</strong> estimated costs of completion and <strong>the</strong> sale costs,<br />
plus a reasonable profit margin reflecting <strong>the</strong> completion and sale effort.<br />
■ Trade debtors and o<strong>the</strong>r receivables<br />
The fair <strong>value</strong> of trade debtors and o<strong>the</strong>r receivables, excluding projects<br />
in progress commissioned by third parties, is estimated at <strong>the</strong> present<br />
<strong>value</strong> of <strong>the</strong> future cash flows, on <strong>the</strong> basis of <strong>the</strong> market interest rate<br />
applying on <strong>the</strong> reporting date. This fair <strong>value</strong> is determined for<br />
information purposes or if <strong>the</strong> trade debtors and o<strong>the</strong>r receivables are<br />
acquired by means of a business combination.<br />
Royal Ten Cate Annual Report 2011 95
Notes to <strong>the</strong> profit and loss account<br />
31 OPERATING SEGMENTS<br />
The Group consists of three segments, as described below. The segments<br />
offer a range of products and services, are managed separately and use<br />
various technologies. The summary below describes <strong>the</strong> activities of <strong>the</strong><br />
various segments of <strong>the</strong> Group:<br />
■ Advanced Textiles & Composites<br />
Manufacture and sale of protective and safety fabrics for professional<br />
wear, outdoor fabrics, composites for personal and vehicle protection<br />
and composites for industrial applications and technological applications<br />
in aerospace.<br />
■ Geosyn<strong>the</strong>tics & Grass<br />
Manufacture and sale of fabrics, non-wovens and grids for civil<br />
engineering, environmental projects, recreational and industrial<br />
applications and manufacture and sale of syn<strong>the</strong>tic turf fibres and<br />
backing for a range of applications.<br />
■ O<strong>the</strong>r activities<br />
Manufacture and sale of rubber and foam rollers for <strong>the</strong> office equipment<br />
industry and related products, development, production and sale of inkjet<br />
technology and related components for industrial applications, as well<br />
as country holding companies and service companies.<br />
96<br />
Royal Ten Cate Annual Report 2011<br />
Limited transactions take place between <strong>the</strong> segments. The prices for<br />
<strong>the</strong>se transactions are determined on an objective business basis. There<br />
is no segment in which <strong>the</strong> Group depends on sales to a single customer<br />
for all its revenues.<br />
Analysis by geographic location<br />
The segments operate on four continents, namely Europe, North America,<br />
Australia and Asia. In <strong>the</strong> presentation of information based on<br />
geographic segments, <strong>the</strong> revenues of <strong>the</strong> segment are based on <strong>the</strong><br />
geographic location of origin. The assets of <strong>the</strong> segments are based on<br />
<strong>the</strong> geographic location of <strong>the</strong> assets.<br />
The following page contains an overview of each of <strong>the</strong> reporting<br />
segments. The performance is determined on <strong>the</strong> basis of <strong>the</strong> operating<br />
result of <strong>the</strong> sector, as stated in <strong>the</strong> internal management report to <strong>the</strong><br />
CODM committees.
31.1 Analysis by operating segment<br />
Advanced Textiles<br />
& Composites<br />
Geosyn<strong>the</strong>tics<br />
& Grass O<strong>the</strong>r activities<br />
Elimination between<br />
<strong>the</strong> segments Consolidated<br />
In millions of euros 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010<br />
EXTERNAL REVENUES 538.4 448.4 525.9 469.3 74.5 66.8 –<br />
–<br />
1,138.8 984.5<br />
Revenue from transactions<br />
between segments 1.2 0.8 0.7 0.4 5.6 14.2 7.5 15.4 – –<br />
Depreciation and amortisation – 15.3 – 15.2 – 28.9 – 26.2 – 3.7 – 3.5 – – – 47.9 – 44.9<br />
OPERATING RESULT 64.7 38.6 20.8 27.7 4.1 8.3 – – 89.6 74.6<br />
Financial income 1 0.2 0.2<br />
Financial expenses 1 –11.3 – 10.6<br />
Profit tax<br />
Net result from associated<br />
– 18.7 – 17.9<br />
companies<br />
ASSETS AND LIABILITIES<br />
– – – 1.3 – 1.3 – – – – – 1.3 – 1.3<br />
Assets of segments<br />
Investments in associated<br />
387.2 352.5 484.7 432.1 76.8 68.0 – – 948.7 852.6<br />
companies<br />
Investments in o<strong>the</strong>r<br />
– – 4.6 5.2 – – – – 4.6 5.2<br />
participating interests – 0.5 – – – – – – – 0.5<br />
Unallocated assets * – – – – – – – – 50.1 31.2<br />
Total assets 387.2 353.0 489.3 437.3 76.8 68.0 – – 1,003.4 889.5<br />
Liabilities of segment *,2 82.1 77.7 80.1 72.8 49.6 36.6 – – 211.8 187.1<br />
Unallocated liabilities – – – – – – – – 322.1 260.1<br />
Total liabilities 82.1 77.7 80.1 72.8 49.6 36.6 – – 533.9 447.2<br />
Investment expenditure 8.3 4.5 12.2 9.9 5.2 6.9 25.7 21.3<br />
*<br />
Adjusted for change of accounting policy of pensions; see note 2.<br />
1 Excluding € 0.2 million consolidated translation differences (2010: € 0.4 million).<br />
2 Excluding intercompany loans.<br />
Royal Ten Cate Annual Report 2011 97
NOTES TO THE PROFIT AND LOSS ACCOUNT<br />
31.2 Analysis by geographic location<br />
98<br />
Royal Ten Cate Annual Report 2011<br />
Revenues by origin Non-current assets by origin<br />
2011 2010 2011 2010<br />
Ne<strong>the</strong>rlands 232.9 178.0 65.9 57.6<br />
Rest of Europe 197.9 170.8 103.5 100.8<br />
North America<br />
Asia / Australia /<br />
544.7 484.8 154.2 141.4<br />
Middle East 163.3 150.9 175.9 162.4<br />
TOTAL 1,138.8 984.5 499.5 462.2<br />
*<br />
Non-current assets exclude derivative financial instruments and deferred profit tax<br />
receivables.<br />
32 ACQUISITIONS AND SALE OF PARTICIPATING INTERESTS<br />
32.1 Acquisitions<br />
On 25 February 2011, <strong>the</strong> Group acquired control of <strong>the</strong> GreenFields<br />
group (‘GreenFields’). The Group now holds 90% of <strong>the</strong> shares in<br />
GreenFields, representing an increase of 58% compared to 31 December<br />
2010. The o<strong>the</strong>r shareholder in GreenFields has <strong>the</strong> right to acquire an<br />
additional 5% interest if certain return requirements are met.<br />
GreenFields develops and markets syn<strong>the</strong>tic turf systems mainly for<br />
sports applications, both directly and <strong>through</strong> partners. Due to its welldeveloped<br />
international network and high-quality support, GreenFields<br />
has secured a relevant share of <strong>the</strong> FIFA related market as a FIFA<br />
Preferred Producer. For reporting purposes, this acquisition has been<br />
included in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector.<br />
On 18 March 2011, <strong>the</strong> Group completed <strong>the</strong> acquisition of <strong>the</strong> assets of<br />
Emas Kiara Industries Berhad (Rawang, Malaysia). Emas Kiara Industries<br />
is a full-line producer and supplier of a wide range of geosyn<strong>the</strong>tic<br />
products and solutions, focusing primarily on <strong>the</strong> Asian markets. The<br />
addition of Emas Kiara’s production facilities, employees and product<br />
brands will streng<strong>the</strong>n <strong>the</strong> position of <strong>TenCate</strong> Geosyn<strong>the</strong>tics in this fastgrowing<br />
region of <strong>the</strong> world. These activities are concentrated on <strong>the</strong><br />
fast-growing environmental, infrastructure and water management<br />
applications in <strong>the</strong> region. For reporting purposes, this acquisition has<br />
been included in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector.<br />
*<br />
On 10 May 2011, <strong>TenCate</strong> acquired <strong>the</strong> assets of Difco Performance<br />
Fabrics Inc in Montreal (Quebec, Canada). The assets acquired by<br />
<strong>TenCate</strong> include all brand names of Difco and o<strong>the</strong>r intellectual property<br />
rights relating to Difco’s portfolio of protective fabrics products.<br />
Inventories and trade receivables have also been acquired. This<br />
transaction will expand <strong>TenCate</strong>’s commercial presence and production<br />
activities in <strong>the</strong> protective fabrics markets in <strong>the</strong> United States and<br />
Canada. For reporting purposes, this acquisition has been included in <strong>the</strong><br />
Advanced Textiles & Composites sector.<br />
On 7 June 2011, <strong>the</strong> Group reached an agreement with <strong>the</strong> receiver to<br />
acquire <strong>the</strong> tangible and intangible assets of <strong>the</strong> insolvent company<br />
Osiris Inkjet Systems B.V. of Hengelo.<br />
On 16 November 2011, <strong>TenCate</strong> acquired a controlling interest in ABDS<br />
ApS. As at 31 December 2011, <strong>TenCate</strong> held 51% of <strong>the</strong> shares of ABDS<br />
(end of 2010: 10%). In December 2011, agreement was reached with <strong>the</strong><br />
o<strong>the</strong>r shareholders on <strong>the</strong> acquisition of all <strong>the</strong> shares; this transaction<br />
was completed at <strong>the</strong> beginning of 2012. ABDS ApS was fully<br />
consolidated at <strong>the</strong> end of 2011. ABDS ApS is engaged in <strong>the</strong><br />
development and market preparation of <strong>the</strong> <strong>TenCate</strong> ABDS® active blast<br />
countermeasure system intended to protect army vehicles against<br />
roadside bombs. The system is scheduled to be deployed in <strong>the</strong> course of<br />
2012-2013. This acquisition has been included in <strong>the</strong> Advanced Textiles<br />
& Composites sector.<br />
These acquisitions are being accounted for in accordance with <strong>the</strong><br />
acquisition method (IFRS 3). The acquisition amounts have been<br />
allocated to <strong>the</strong> identified acquired assets and liabilities, based on <strong>the</strong><br />
fair <strong>value</strong>. The purchase price allocations for <strong>the</strong> aforementioned<br />
acquisitions have not yet been completed.
32.2 Effects of <strong>the</strong> acquisition of subsidiaries<br />
The effect of <strong>the</strong> above acquisitions on <strong>the</strong> assets and liabilities was<br />
as follows:<br />
Identifiable acquired assets and liabilities<br />
Tangible fixed assets 18.9<br />
Intangible fixed assets 18.2<br />
Financial fixed assets 0.1<br />
Inventories 4.0<br />
Trade debtors and o<strong>the</strong>r receivables 11.4<br />
Cash and cash equivalents 3.0<br />
O<strong>the</strong>r reserves 9.2<br />
Non-controlling interest 1.0<br />
Deferred profit tax liabilities – 2.6<br />
O<strong>the</strong>r provisions – 5.0<br />
Interest-bearing loans – 14.3<br />
Banks, current accounts – 1.5<br />
Trade creditors and o<strong>the</strong>r payables – 12.9<br />
Net identifiable assets and liabilities 29.5<br />
Goodwill on acquisition 14.0<br />
Purchase price 43.5<br />
Value of existing interest – 2.6<br />
Outstanding amount payable – 10.1<br />
Acquired cash less short-term bank debts – 1.5<br />
Cash outflow 29.3<br />
The acquisitions have been combined in <strong>the</strong> above table because none of<br />
<strong>the</strong> acquired undertakings is material in its own right.<br />
In 2011, an amount of € 9.2 million was charged to o<strong>the</strong>r reserves in<br />
connection with transactions with non-controlling shareholders to<br />
acquire <strong>the</strong> remaining interest in ABDS ApS and <strong>the</strong> completion of a<br />
purchase price allocation. In 2010, an amount of € 6.9 million was<br />
charged to o<strong>the</strong>r reserves in connection with transactions with noncontrolling<br />
shareholders to acquire <strong>the</strong> remaining interests in AML and<br />
TigerTurf.<br />
The expected synergy effects for <strong>the</strong> Group result in a total of € 9.1<br />
million of goodwill paid for <strong>the</strong> acquisitions. The goodwill has also risen<br />
by € 4.9 million in connection with <strong>the</strong> finalisation of a purchase price<br />
allocation. The goodwill is not deductible for tax purposes.<br />
The effect of <strong>the</strong> acquisitions on 2011 revenues and results after tax<br />
amounts to € 51.5 million and – € 1.3 million respectively. The revenues<br />
and net results would not differ materially if <strong>the</strong> acquisition had taken<br />
place on 1 January 2011. The Group incurred acquisition-related costs of<br />
€ 1.4 million in respect of external legal advice, due diligence and stamp<br />
duty.<br />
33 PERSONNEL COSTS 2011 2010<br />
Wages and salaries 149.7 139.2<br />
Social charges 29.8 26.8<br />
Costs of option scheme 1.9 1.4<br />
Pension costs 4.3 5.2<br />
Temporary personnel 14.7 10.6<br />
O<strong>the</strong>r personnel costs 4.8 4.8<br />
205.2 188.0<br />
The pension costs comprise € 0.7 million (2010: € 1.7 million) in respect<br />
of defined benefit pension schemes (see note 48.3) and € 3.6 million<br />
(2010: € 3.5 million) in respect of defined contribution schemes. The<br />
average number of employees (permanent and temporary) in <strong>the</strong> Group in<br />
2011 was 4,797 (2010: 4,376).<br />
34 OTHER OPERATING COSTS<br />
34.1 Government subsidies<br />
The Group’s profit and loss account includes € 2.4 million of government<br />
subsidies in 2011 (2010: € 2.8 million). The subsidies relate particularly<br />
to subsidised research and development projects.<br />
Royal Ten Cate Annual Report 2011 99
NOTES TO THE PROFIT AND LOSS ACCOUNT<br />
34.2 Research and development<br />
The costs associated with research and development amounted to<br />
€ 12.2 million in 2011 (2010: € 9.2 million), of which € 7.6 million<br />
(2010: € 6.7 million) has been stated in personnel costs and € 4.6 million<br />
(2010: € 2.5 million) in O<strong>the</strong>r operating costs.<br />
34.3 Book profit on sale of tangible fixed assets<br />
The Group sold land and buildings in 2011 on which a total book profit of<br />
€ 0,9 million was recorded (2010: € 0.1 million).<br />
100 Royal Ten Cate Annual Report 2011<br />
2011 2010<br />
Land and buildings 0.7 –<br />
O<strong>the</strong>r 0.2 0.1<br />
Result from sale 0.9 0.1<br />
Book <strong>value</strong> of sold assets 2.5 0.8<br />
Proceeds from sale 3.4 0.9<br />
34.4 Result of acquisition of controlling interests<br />
The O<strong>the</strong>r operating costs include a result of € 2.1 million for <strong>the</strong><br />
acquisition of controlling interests in GreenFields and ABDS ApS. This<br />
result is connected to <strong>the</strong> fair <strong>value</strong> adjustments to <strong>the</strong> interests and <strong>the</strong><br />
settlement of existing relationships.<br />
34.5 Operating lease expenses<br />
The Group included € 8.5 million of expenses relating to operating leases<br />
in o<strong>the</strong>r operating costs in 2011 (2010: € 8.4 million).<br />
35 NET FINANCIAL EXPENSES 2011 2010<br />
Interest income 0.2 0.2<br />
Foreign currency translation differences – 0.4<br />
Financial income 0.2 0.6<br />
Interest expenses – 8.0 – 6.4<br />
Realised change in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used – 2.8 – 2.8<br />
Ineffective portion of <strong>the</strong> change in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used – 0.2 – 0.1<br />
Result of derivatives for which no hedge accounting is used – 0.3 – 1.3<br />
Foreign currency translation differences – 0.2 –<br />
Financial expenses and impairment – 11.5 – 10.6<br />
Net financial expenses – 11.3 – 10.0
36 PROFIT TAX 2011 2010<br />
Profit tax payable<br />
Current financial year – 16.9 – 21.3<br />
Recognition of previously unrecognised tax losses 0.2 0.7<br />
Overprovision in previous years 0.7 0.1<br />
Deferred tax profit<br />
– 16.0 – 20.5<br />
Origination and reversal of temporary differences – 4.2 2.5<br />
Recognition of previously unrecognised tax losses 0.1 1.5<br />
Change in unrecognised temporary differences 1.1 – 1.2<br />
Change in tax rates 0.3 – 0.2<br />
– 2.7 2.6<br />
Total profit tax charge in profit and loss account – 18.7 – 17.9<br />
Reconciliation with applicable profit tax rate 2011 2010<br />
Result before profit tax 78.3 64.6<br />
Tax on profit at average weighted local profit tax rate 29.8% 23.3 27.6% 17.8<br />
Non-tax-deductible costs 1.4% 1.1 0.9% 0.6<br />
Tax-exempt income – 6.9% – 5.4 – 4.5% – 2.9<br />
Prior year adjustments – 0.9% – 0.7 – –<br />
Change in tax rates – 0.4% – 0.3 0.3% 0.2<br />
Losses in reporting year for which no tax losses have been recognised 2.4% 1.9 5.1% 3.3<br />
Change in prior year tax losses for which no deferred tax is recognised – 0.4% – 0.3 – 3.4% – 2.2<br />
Change in unrecognised deferred tax assets in respect of valuation differences – 1.4% – 1.1 1.9% 1.2<br />
O<strong>the</strong>r items 0.3% 0.2 – 0.2% – 0.1<br />
Tax charge in <strong>the</strong> profit and loss account 23.9% 18.7 27.7% 17.9<br />
The rise in <strong>the</strong> weighted average tax rate from 27.6% to 29.8% results particularly from changes in <strong>the</strong> various countries’ shares in <strong>the</strong> result before<br />
profit tax. In comparison with 2010, a larger share of <strong>the</strong> result was generated in countries with a relatively higher tax rate in 2011.<br />
Royal Ten Cate Annual Report 2011 101
Notes to <strong>the</strong> consolidated balance sheet<br />
in million of euros<br />
37 INTANGIBLE ASSETS Goodwill Development<br />
Cost<br />
102 Royal Ten Cate Annual Report 2011<br />
O<strong>the</strong>r<br />
intangible<br />
assets Total<br />
Balance as at 1 January 2010 163.9 5.1 62.4 231.4<br />
Acquisitions 21.9 – 11.3 33.2<br />
Investments – 4.9 0.2 5.1<br />
Exchange rate differences 9.2 – 3.5 12.7<br />
Balance as at 31 December 2010 195.0 10.0 77.4 282.4<br />
Acquisitions 14.0 – 18.2 32.2<br />
Investments – 3.0 1.4 4.4<br />
Exchange rate differences 5.5 0.3 2.5 8.3<br />
Balance as at 31 December 2011 214.5 13.3 99.5 327.3<br />
Amortisation<br />
Balance as at 1 January 2010 2.0 0.7 24.9 27.6<br />
Amortisation – 0.9 9.5 10.4<br />
Exchange rate differences 0.4 –<br />
1.2 1.6<br />
Balance as at 31 December 2010 2.4 1.6 35.6 39.6<br />
Amortisation – 1.3 11.6 12.9<br />
Exchange rate differences 0.1 0.1 1.6 1.8<br />
Balance as at 31 December 2011 2.5 3.0 48.8 54.3<br />
Book <strong>value</strong><br />
Balance as at 1 January 2010 161.9 4.4 37.5 203.8<br />
Balance as at 31 December 2010 192.6 8.4 41.8 242.8<br />
Balance as at 31 December 2011 212.0 10.3 50.7 273.0
37.1 Amortisation/impairment<br />
The Group recognised no impairment losses on intangible assets in 2011<br />
(2010: € 0).<br />
37.2. Impairment testing for cash generating units which include<br />
goodwill<br />
The following units include goodwill items:<br />
2011 2010<br />
<strong>TenCate</strong> Grass 120.0 104.9<br />
<strong>TenCate</strong> Advanced Armour EU 36.0 35.8<br />
<strong>TenCate</strong> Advanced Composites USA 20.2 19.5<br />
<strong>TenCate</strong> Advanced Armour USA 22.6 21.8<br />
O<strong>the</strong>rs 13.2 10.6<br />
Total 212.0 192.6<br />
The Group tested <strong>the</strong> existing goodwill for impairment in 2011. The<br />
realisable <strong>value</strong> has been determined on <strong>the</strong> basis of <strong>the</strong> <strong>value</strong> in use.<br />
The <strong>value</strong> in use is based on <strong>the</strong> future cash flows over <strong>the</strong> forthcoming<br />
four years, based on historical empirical data, market expectations and<br />
strategic plans. No growth rate is applied for <strong>the</strong> period beyond four<br />
years. The <strong>value</strong> in use in 2011 has been determined in <strong>the</strong> same way as<br />
in 2010. On <strong>the</strong> basis of this test, no goodwill impairment has been<br />
recognised. The changes in 2011 related to acquisitions, <strong>the</strong> finalisation<br />
of <strong>the</strong> purchase price allocation for TigerTurf and exchange rate<br />
differences.<br />
Principal assumptions made in estimating <strong>the</strong> present <strong>value</strong> of cash<br />
flows<br />
The principal assumptions made in calculating <strong>the</strong> realisable <strong>value</strong><br />
concern discount rates, revenue growth and gross margins.<br />
Discount rate<br />
The discount rate is a pre-tax measure based on <strong>the</strong> risk-free interest<br />
rate in <strong>the</strong> government bond market, adjusted for <strong>the</strong> risk premium for<br />
both <strong>the</strong> higher risk of securities investments and <strong>TenCate</strong>’s systemic<br />
risk. The pre-tax discount rates used range from 8.6% to 11.2%<br />
(2010: 7.7% to 9.9%). The discount rates used have risen compared to<br />
2010, particularly due to an increase in <strong>the</strong> risk-free interest rate.<br />
Revenue growth<br />
The expected revenue growth is expressed as <strong>the</strong> compound annual<br />
growth in <strong>the</strong> first four years of <strong>the</strong> schedules used to test impairment<br />
and is based on past experience, market expectations and strategic<br />
plans.<br />
Gross margin<br />
The gross margin is <strong>the</strong> margin based on cost prices (in accordance with<br />
<strong>the</strong> inventory valuation principles) as a percentage of expected revenues.<br />
2015 is <strong>the</strong> final year of <strong>the</strong> cash flow forecast. The 2015 cash flow<br />
forecast is also used to calculate <strong>the</strong> perpetual cash flow.<br />
Sensitivity to changes in assumptions<br />
We have examined <strong>the</strong> sensitivity of <strong>the</strong> principal assumptions (discount<br />
rate, revenue growth and gross margin) and concluded that an increase<br />
of <strong>the</strong> discount date or a decrease of <strong>the</strong> gross margin as a percentage<br />
of revenues by more than a 90-basis-point <strong>the</strong> book <strong>value</strong> exceeds <strong>the</strong><br />
recoverable amount in <strong>the</strong> Grass unit. With regard to <strong>the</strong> o<strong>the</strong>r cashgenerating<br />
units, it was concluded that on a reasonable basis an<br />
adjustment to one of <strong>the</strong>se assumptions would not cause <strong>the</strong> carrying<br />
<strong>value</strong> to exceed <strong>the</strong> realisable <strong>value</strong>.<br />
37.3 Amortisation<br />
The amortisation of € 12.9 million (2010: € 10.4 million) has been stated<br />
in ‘Amortisation’ in <strong>the</strong> profit and loss account.<br />
Royal Ten Cate Annual Report 2011 103
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
38 TANGIBLE FIXED ASSETS<br />
Acquisition <strong>value</strong><br />
104 Royal Ten Cate Annual Report 2011<br />
Land and<br />
operating<br />
buildings<br />
Plant<br />
and<br />
equipment<br />
O<strong>the</strong>r<br />
operating<br />
assets<br />
Operating<br />
assets under<br />
construction Total<br />
Balance as at 1 January 2010 126.6 389.2 42.6 8.0 566.4<br />
Acquisitions 0.8 4.1 1.5 0.3 6.7<br />
Investments 6.2 10.7 2.0 – 2.7 16.2<br />
Divestments – 1.1 – 2.1 – 0.2 – – 3.4<br />
Exchange rate differences 5.3 13.8 1.4 1.1 21.6<br />
Balance as at 31 December 2010 137.8 415.7 47.3 6.7 607.5<br />
Acquisitions 6.9 10.7 1.3 – 18.9<br />
Investments 1.3 22.1 2.8 – 4.9 21.3<br />
Divestments – 5.4 – 2.1 – 0.8 – – 8.3<br />
Exchange rate differences 2.6 7.2 0.6 0.3 10.7<br />
Balance as at 31 December 2011 143.2 453.6 51.2 2.1 650.1<br />
Depreciation<br />
Balance as at 1 January 2010 56.9 260.8 34.0 – 351.7<br />
Depreciation 5.7 25.7 3.1 – 34.5<br />
Divestments – 0.5 – 2.0 – 0.1 – – 2.6<br />
Exchange rate differences 1.8 7.2 0.7 – 9.7<br />
Balance as at 31 December 2010 63.9 291.7 37.7 – 393.3<br />
Depreciation 5.7 25.8 3.5 – 35.0<br />
Divestments – 3.2 – 1.9 – 0.7 – – 5.8<br />
Exchange rate differences 0.8 4.5 0.4 – 5.7<br />
Balance as at 31 December 2011 67.2 320.1 40.9 – 428.2<br />
Book <strong>value</strong><br />
Balance as at 1 January 2010 69.7 128.4 8.6 8.0 214.7<br />
Balance as at 1 January 2011 73.9 124.0 9.6 6.7 214.2<br />
Balance as at 31 December 2011 76.0 133.5 10.3 2.1 221.9
38.1 Impairment and reversal of impairment<br />
The Group recognised no impairment of tangible fixed assets in 2011<br />
(2010: € 0). No impairment losses were reversed during <strong>the</strong> year.<br />
38.2 Leased buildings, plant and equipment<br />
The Group leases buildings, plant and equipment under a number of<br />
financial leases. The net carrying <strong>value</strong> of <strong>the</strong>se assets as at<br />
31 December 2011 was € 4.8 million (31 December 2010: € 5.4 million).<br />
The leased buildings, plant and equipment serve as collateral for <strong>the</strong><br />
financial lease liabilities (see note 47).<br />
38.3 Collateral<br />
As at 31 December 2011, plant and equipment belonging to Ten Cate –<br />
Union Protective Fabrics Asia Ltd worth € 7.0 million (2010: € 7.1 million)<br />
was pledged as collateral for a credit facility of € 9.8 million<br />
(2010: € 10.1 million). € 6.8 million of this credit facility was drawn as at<br />
<strong>the</strong> end of 2011 (2010: € 6.3 million).<br />
38.4 Depreciation charge<br />
The depreciation charge of € 35.0 million (2010: € 34.5 million) has been<br />
stated in depreciation in <strong>the</strong> profit and loss account.<br />
39 INVESTMENTS IN ASSOCIATED COMPANIES AND FINAN-<br />
CIAL FIXED ASSETS<br />
39.1 Associated companies<br />
On 25 May 2011, <strong>TenCate</strong> acquired a 30% interest in <strong>the</strong> associated<br />
company Hellas Construction Inc in Austin (Texas, United States of<br />
America). Hellas focuses on <strong>the</strong> construction of syn<strong>the</strong>tic turf pitches<br />
and athletics tracks in North America. From December 2011, <strong>TenCate</strong><br />
also has <strong>the</strong> option to raise its interest by 7% per year over <strong>the</strong> next<br />
three years at an acquisition price dependent on <strong>the</strong> EBITDA generated<br />
by Hellas.<br />
The investment in associated companies in 2010 relates to an increase<br />
in <strong>the</strong> interest in Landscape Solutions B.V. from 20% to 25% due to a<br />
restructuring of Landscape Solutions B.V.<br />
The associated companies item relates to <strong>the</strong> 30% interest in <strong>the</strong> shares<br />
of Hellas and <strong>the</strong> 25% interest in <strong>the</strong> shares of Landscape Solutions B.V.<br />
at <strong>the</strong> end of 2011.<br />
The share in <strong>the</strong> net income of associated companies amounted to<br />
– € 1.3 million (2010: – € 1.3 million).<br />
As a result of <strong>the</strong> increase in <strong>the</strong> additional interest in TigerTurf, net<br />
income of € 0.1 million has been stated in <strong>the</strong> result from associated<br />
companies in 2010, relating to <strong>the</strong> realisation of currency translation<br />
differences and fair <strong>value</strong> adjustments to <strong>the</strong> interest and <strong>the</strong> operating<br />
income to 28 April 2010 inclusive.<br />
The Group received no dividend payments from associated companies in<br />
2011 (2010: € 0). The associated companies have a carrying <strong>value</strong> of<br />
€ 4.6 million as at 31 December 2011 (31 December 2010: € 5.2 million).<br />
Royal Ten Cate Annual Report 2011 105
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
Associated companies and joint ventures<br />
The summary financial data have not been adjusted in respect of <strong>the</strong><br />
percentage owned by <strong>the</strong> Group and can be analysed as follows as at<br />
31 December:<br />
106 Royal Ten Cate Annual Report 2011<br />
2011 2010<br />
Non-current assets 26.8 10.9<br />
Current assets 26.8 24.4<br />
Total assets 53.6 35.3<br />
Current liabilities 18.7 21.3<br />
Non-current liabilities 7.7 12.9<br />
Total liabilities 26.4 34.2<br />
Revenues 64.8 78.6<br />
Costs 69.0 88.5<br />
Profit/(loss) – 4.2 – 9.9<br />
The changes in <strong>the</strong> associated companies item were as follows:<br />
2011 2010<br />
Balance as at 1 January 5.2 18.9<br />
Investments 5.5 0.2<br />
Divestment as a result of acquiring control – 5.2 – 12.6<br />
Result – 1.3 – 1.3<br />
Currency translation differences 0.4 –<br />
Balance as at 31 December 4.6 5.2<br />
39.2 Financial fixed assets<br />
The financial fixed assets can be analysed as follows:<br />
2011 2010<br />
O<strong>the</strong>r participating interests – 0.5<br />
O<strong>the</strong>r long-term receivables and investments 11.1 9.6<br />
Balance as at 31 December 11.1 10.1<br />
O<strong>the</strong>r participating interests<br />
The o<strong>the</strong>r participating interest concerns Performance Fabrics and Fibers<br />
LLC (PFF), Andrews (South Carolina) 16%.<br />
On 24 September 2010 <strong>the</strong> Group acquired a 10% interest in ABDS ApS.<br />
In 2011 a controlling interest was acquired in ABDS (see note 32.1).<br />
2011 2010<br />
Balance as at 1 January 0.5 –<br />
Investments – 0.5<br />
Divestments due to acquisition of control – 0.5 –<br />
Balance as at 31 December – 0.5<br />
O<strong>the</strong>r long-term receivables and investments<br />
The main long-term receivables and investments concern invested<br />
pension assets at a number of American subsidiaries of € 8.2 million<br />
(2010: € 7.2 million) and an advance payment in connection with longterm<br />
lease rights in China and Malaysia amounting to € 2.2 million<br />
(2010: € 2.1 million).
40 DEFERRED PROFIT TAX ASSETS AND LIABILITIES<br />
The deferred profit tax assets and liabilities recognised in <strong>the</strong> balance<br />
sheet are attributable to <strong>the</strong> following items:<br />
Receivables Liabilities Net<br />
2011 2010 2011 2010 2011 2010<br />
Intangible assets – – – 9.1 – 10.1 – 9.1 – 10.1<br />
Tangible fixed assets – – – 13.1 – 5.1 – 13.1 – 5.1<br />
Financial fixed assets 0.1 – – – 0.1 –<br />
Inventories 5.6 5.3 – – 5.6 5.3<br />
Derivatives 1.9 1.3 – – 1.9 1.3<br />
O<strong>the</strong>r receivables 0.7 1.0 – – 0.7 1.0<br />
Pension provisions 2.2 4.2 – – 2.2 4.2<br />
O<strong>the</strong>r provisions 9.6 4.1 – – 9.6 4.1<br />
Tax <strong>value</strong> of loss carry-forwards 12.9 13.7 – – 12.9 13.7<br />
O<strong>the</strong>r items 2.3 0.3 – – 2.3 0.3<br />
Deferred profit tax asset/liability 35.3 29.9 – 22.2 – 15.2 13.1 14.7<br />
Set-off assets and liabilities – 14.2 – 11.0 14.2 11.0 – –<br />
Net deferred profit tax asset/liability 21.1 18.9 – 8.0 – 4.2 13.1 14.7<br />
The changes in <strong>the</strong> temporary differences during <strong>the</strong> financial year can<br />
be analysed as follows:<br />
As at<br />
1 January 2010<br />
Recognised Acquired<br />
Adjusted Recognised in in o<strong>the</strong>r com- <strong>through</strong><br />
Change balance as at profit and loss prehensive business<br />
of system 1 January 2010 account income combinations<br />
As at<br />
31 December<br />
2010<br />
Intangible assets – 5.1 – 5.1 – 1.5 – 3.5 – 10.1<br />
Tangible fixed assets – 2.6 – 2.6 – 2.2 – 0.3 – 5.1<br />
Financial fixed assets 0.3 0.3 – 0.3 –<br />
Inventories 3.8 3.8 1.3 0.2 5.3<br />
Derivatives – – 0.2 1.1 1.3<br />
O<strong>the</strong>r receivables 0.3 0.3 0.7 1.0<br />
Pension provisions 6.4 – 2.2 4.2 – 0.8 0.8 4.2<br />
O<strong>the</strong>r provisions 2.8 2.8 0.5 0.8 4.1<br />
Tax <strong>value</strong> of loss carry-forwards 10.3 10.3 3.4 13.7<br />
O<strong>the</strong>r items – 0.7 – 0.7 1.0 0.3<br />
Deferred profit tax asset/liability 15.5 – 2.2 13.3 2.3 1.9 – 2.8 14.7<br />
Koninklijke Ten Cate nv Jaarverslag 2011 107
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
108 Royal Ten Cate Annual Report 2011<br />
As at<br />
1 January 2011<br />
Recognised<br />
in profit and<br />
loss accounts<br />
Recognised in<br />
o<strong>the</strong>r comprehensive<br />
income<br />
Acquired<br />
<strong>through</strong><br />
business<br />
combinations<br />
As at<br />
31 December<br />
2011<br />
Intangible assets – 10.1 3.6 – – 2.6 – 9.1<br />
Tangible fixed assets – 5.1 – 8.0 – – – 13.1<br />
Financial fixed assets – 0.1 – – 0.1<br />
Inventories 5.3 0.3 – – 5.6<br />
Derivatives 1.3 0.3 0.3 – 1.9<br />
O<strong>the</strong>r receivables 1.0 – 0.3 – – 0.7<br />
Pension provisions 4.2 – 4.0 2.0 – 2.2<br />
O<strong>the</strong>r provisions 4.1 5.5 – – 9.6<br />
Tax <strong>value</strong> of loss carry-forwards 13.7 – 2.2 1.4 – 12.9<br />
O<strong>the</strong>r items 0.3 2.0 – – 2.3<br />
Deferred profit tax asset/liability 14.7 – 2.7 3.7 – 2.6 13.1<br />
€ 0.3 million of <strong>the</strong> amount stated in <strong>the</strong> profit and loss account was<br />
included in <strong>the</strong> Result from associated companies in 2010.<br />
The tax effect of <strong>the</strong> o<strong>the</strong>r comprehensive income in Group equity is<br />
€ 3.7 million (2010: € 1.9 million) and relates to <strong>the</strong> actuarial results in<br />
respect of pensions and <strong>the</strong> hedging reserve.<br />
The realisation of <strong>the</strong> deferred profit tax assets depends on <strong>the</strong> future<br />
taxable profit being higher than <strong>the</strong> profit from <strong>the</strong> reversal of taxable<br />
temporary differences. On <strong>the</strong> basis of a projection of <strong>the</strong> estimated<br />
taxable profit and <strong>the</strong> existing fiscal planning possibilities, it is<br />
considered likely that sufficient taxable profit will be generated in future<br />
to realise <strong>the</strong>se deferred profit tax assets.<br />
Deferred profit tax assets not recognised in <strong>the</strong> balance sheet<br />
As at 31 December 2011 <strong>the</strong>re were € 66.2 million (2010: € 50.6 million)<br />
of unused losses available for set-off. No deferred profit tax asset has<br />
been recognised in respect of this amount because it is currently unlikely<br />
that future taxable profit will be available to <strong>the</strong> Group for <strong>the</strong> losses to<br />
be set off. The amount of profit tax concerned as at 31 December 2011<br />
was € 16.1 million (2010: € 11.6 million).<br />
The expiry periods of <strong>the</strong> unused losses available for set-off are shown<br />
in <strong>the</strong> table below:<br />
2011 2010<br />
Within 2 to 5 years 11.4 12.3<br />
After 5 years 24.0 18.8<br />
Unspecified period 30.8 19.5<br />
Unused losses available for set-off 66.2 50.6<br />
41 INVENTORIES 2011 2010<br />
Raw materials and manufacturing supplies 90.3 67.5<br />
Semi-manufactures 59.8 51.6<br />
Finished products 117.8 97.8<br />
Inventories 267.9 216.9<br />
In 2011 <strong>the</strong> raw materials and manufacturing supplies and changes in<br />
finished products and work in progress included as costs of sales<br />
amounted to € 569.2 million (2010: € 483.3 million). In 2011 <strong>the</strong> reduction<br />
in <strong>the</strong> inventory <strong>value</strong> included as an expense amounted to a net<br />
recoverable amount of € 4.2 million (2010: € 3.3 million). The reversal of<br />
<strong>the</strong> reduction in <strong>the</strong> inventory <strong>value</strong> in 2011 amounted to € 3.2 million<br />
(2010: € 2.7 million). The inventory <strong>value</strong> included as an expense and <strong>the</strong><br />
reversal have been stated under raw materials and manufacturing<br />
supplies.
42 TRADE DEBTORS 2011 2010<br />
Due from third parties 150.0 146.9<br />
Due from associated companies 1.3 3.9<br />
Due from joint ventures 1.1 0.2<br />
Trade debtors 152.4 151.0<br />
Trade and o<strong>the</strong>r receivables with a term of less than one year are stated<br />
at amortised cost less impairments. Transfers to provisions for doubtful<br />
debts are included in <strong>the</strong> profit and loss account under work contracted<br />
out and o<strong>the</strong>r external expenses.<br />
As at 31 December 2011 trade debtors with a <strong>value</strong> of € 6.5 million<br />
(2010: € 14.5 million) were encumbered as security for credit facilities<br />
amounting to € 6.5 million (2010: € 20.2 million). € 6.5 million of this<br />
credit facility was drawn as at <strong>the</strong> end of 2011 (2010: € 16.4 million).<br />
43 OTHER RECEIVABLES 2011 2010<br />
Receivable in respect of o<strong>the</strong>r taxes 3.3 2.8<br />
Derivatives at fair <strong>value</strong> 1.0 1.0<br />
Projects in progress 3.5 –<br />
O<strong>the</strong>r receivables and prepayments 14.4 14.3<br />
O<strong>the</strong>r receivables 22.2 18.1<br />
Amounts receivable in respect of o<strong>the</strong>r taxes relate mainly to reclaimable<br />
VAT. As at 31 December 2011 <strong>the</strong> prepayments amounted to € 7.7 million<br />
(2010: € 8.6 million).<br />
As at 31 December 2011 <strong>the</strong> total costs and recognised profit associated<br />
with projects in progress, less recognised losses, amounted to € 12.4<br />
million. Trade debtors included € 0.2 million of amounts deducted in<br />
respect of projects in progress commissioned by third parties.<br />
44 CASH AND CASH EQUIVALENTS 2011 2010<br />
Bank balances 22.6 11.0<br />
Cash balances 0.1 0.6<br />
Cash and cash equivalents 22.7 11.6<br />
Cash loans, overdrafts – 35.4 – 55.7<br />
Cash in <strong>the</strong> cash flow statement – 12.7 – 44.1<br />
All amounts were freely available at <strong>the</strong> end of 2011 and 2010.<br />
45 TOTAL SHAREHOLDERS’ EQUITY<br />
A statement of changes in equity can be found on page 84.<br />
45.1 Ordinary shares 2011 2010<br />
x 1,000<br />
In issue and fully paid up as at 1 January 25,502 25,068<br />
Issued stock dividend<br />
In issue and fully paid up as<br />
427 434<br />
at 31 December 25,929 25,502<br />
The authorised share capital amounts to € 200 million, divided into 80<br />
million ordinary shares of a par <strong>value</strong> of € 2.50. The issued capital as at<br />
31 December 2011 amounts to 25,928,914 ordinary shares with a par<br />
<strong>value</strong> of € 2.50 (as at 31 December 2010: 25,501,907 ordinary shares of a<br />
par <strong>value</strong> of € 2.50).<br />
The holders of ordinary shares are entitled to dividend as approved<br />
periodically by <strong>the</strong> General Meeting of Shareholders. They are also<br />
entitled to cast one vote per share at meetings of <strong>the</strong> Company.<br />
Issue of shares and limitation of pre-emptive right<br />
The general meeting of shareholders has granted <strong>the</strong> Executive Board<br />
<strong>the</strong> power to issue shares and to exclude or restrict <strong>the</strong> pre-emptive right<br />
for <strong>the</strong> period ending on 20 October 2012. The power to issue shares<br />
concerns 10% of <strong>the</strong> issued share capital plus a fur<strong>the</strong>r issue up to a<br />
maximum of 10% of <strong>the</strong> issued share capital in <strong>the</strong> event that <strong>the</strong> issue<br />
takes place in <strong>the</strong> context of a merger or acquisition. The same applies<br />
to <strong>the</strong> power of <strong>the</strong> Executive Board, with <strong>the</strong> approval of <strong>the</strong> Supervisory<br />
Board, to restrict or exclude <strong>the</strong> pre-emptive right.<br />
Royal Ten Cate Annual Report 2011 109
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
45.2 Repurchased ordinary shares 2011 2010<br />
x 1,000<br />
In issue and fully paid up as at 1 January 433 521<br />
Repurchase of own shares 309 –<br />
Exercise of options – 110 – 84<br />
Directors’ remuneration – 10 –<br />
Issued in connection with share savings plan – 2 – 4<br />
In issue and fully paid up as at<br />
31 December 620 433<br />
Ordinary shares are repurchased to prevent earnings per share being<br />
diluted by <strong>the</strong> granting of options and <strong>the</strong> issue of shares as part of<br />
<strong>the</strong> share savings plan. 308,820 own shares were repurchased in 2011<br />
(2010: 0).<br />
Repurchase of own shares<br />
The general meeting of shareholders has granted <strong>the</strong> Executive Board<br />
<strong>the</strong> power to acquire fully paid-up shares in <strong>the</strong> Company (or certificates<br />
<strong>the</strong>reof) for <strong>the</strong> period ending on 20 October 2012. The maximum number<br />
of shares which may thus be acquired is 10% of <strong>the</strong> issued capital at <strong>the</strong><br />
time of acquisition of <strong>the</strong> shares (or certificates <strong>the</strong>reof).<br />
45.3 Share premium<br />
The share premium reserve is to be considered as paid-up capital.<br />
45.4 Translation reserve<br />
The translation reserve comprises all exchange rate differences which<br />
arise due to <strong>the</strong> translation of <strong>the</strong> financial statements of activities<br />
outside <strong>the</strong> eurozone. These exchange rate differences are carried in<br />
equity. The accumulation of <strong>the</strong> respective amount began on 1 January<br />
2004 and is not available for distribution to shareholders. € 1.3 million of<br />
<strong>the</strong> currency translation differences was credited to <strong>the</strong> result in 2010 in<br />
respect of <strong>the</strong> step acquisition of TigerTurf and <strong>the</strong> closure of <strong>TenCate</strong><br />
Permess Xishan.<br />
110 Royal Ten Cate Annual Report 2011<br />
45.5 Hedging reserve<br />
The hedging reserve consists of <strong>the</strong> unrealised effective portion of <strong>the</strong><br />
accumulated change in <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> derivatives used to hedge<br />
<strong>the</strong> interest rate risk. The reserve is not available for distribution to<br />
shareholders. A negative reserve reduces <strong>the</strong> amount freely available for<br />
distribution from <strong>the</strong> reserves.<br />
The balance of <strong>the</strong> hedging reserve after tax on 31 December 2011 was<br />
– € 4.5 million (2010: – € 3.6 million).<br />
45.6 O<strong>the</strong>r reserves and undistributed result<br />
Subsequent to <strong>the</strong> reporting date <strong>the</strong> following dividend has been<br />
proposed, which has not yet been included in <strong>the</strong> balance sheet. It is<br />
proposed to set <strong>the</strong> dividend in respect of 2011 at € 0.95 per € 2.50 par<br />
<strong>value</strong> share (2010: € 0.75), payable optionally in cash or as stock<br />
dividend.<br />
2011 2010<br />
€ 0.95 per ordinary share (2010: € 0.75) 24.0 18.8<br />
45.7 Objective with regard to equity and financing<br />
The objective with regard to equity and financing, as in 2010, is to<br />
guarantee <strong>the</strong> continuity of <strong>the</strong> Company by means of attractive returns<br />
for shareholders and by guaranteeing benefits for o<strong>the</strong>r stakeholders.<br />
The capital structure is adjusted if necessary in line with economic<br />
developments and risks relating to assets.<br />
With regard to financing, <strong>the</strong> longer-term objective is a ratio of net debt<br />
to EBITDA of a maximum of 2.5.
The calculation as at 31 December is as follows:<br />
31 December<br />
2011<br />
31 December<br />
2010<br />
Long-term interest-bearing liabilities 275.1 195.2<br />
Short-term portion of long-term liabilities 0.9 1.4<br />
Cash loans and overdrafts 35.4 55.7<br />
Total debt 311.4 252.3<br />
Less: cash and cash equivalents 22.7 11.6<br />
Net debt 288.7 240.7<br />
EBITDA * 136.0 115.2<br />
*<br />
Net debt/EBITDA 2.12 2.09<br />
EBITDA adjusted to take account of <strong>the</strong> effect of acquired and divested businesses, non-<br />
recurring items and non-cash fair <strong>value</strong> adjustments: – € 1.5 million (2010: – € 4.3 million).<br />
46 EARNINGS PER SHARE<br />
46.1 Ordinary earnings per share<br />
The calculation of <strong>the</strong> ordinary earnings per share as at 31 December<br />
2011 is based on <strong>the</strong> net income of € 58.7 million (2010: € 46.0 million)<br />
attributable to holders of ordinary shares and a weighted average<br />
number of outstanding ordinary shares during <strong>the</strong> 2011 financial year of<br />
25,452,488 (2010: 25,025,965), calculated as follows:<br />
2011 2010<br />
Net profit for <strong>the</strong> financial year<br />
attributable to holders of ordinary<br />
shares 58.7 46.0<br />
Weighted average number of ordinary shares 2011 2010<br />
x 1,000<br />
Ordinary shares in issue on 1 January<br />
Effect of ordinary shares held (including<br />
25,502 25,068<br />
repurchased shares)<br />
Effect of shares held in connection with<br />
– 433 – 521<br />
stock dividend 427 434<br />
Effect of repurchase of own shares<br />
Effect of shares issued as a result of<br />
– 133 –<br />
exercised option rights 79 42<br />
Effect of remuneration of director<br />
Effect of shares issued as a result of<br />
9 –<br />
share savings plan<br />
Weighted average number of ordinary<br />
1 3<br />
shares as at 31 December 25,452 25,026<br />
46.2 Diluted earnings per share<br />
The calculation of <strong>the</strong> diluted earnings per share as at 31 December<br />
2011 is based on <strong>the</strong> net income of € 58.7 million (2010: € 46.0 million)<br />
attributable to holders of ordinary shares and <strong>the</strong> weighted average<br />
number of outstanding ordinary shares during <strong>the</strong> 2011 financial year of<br />
25,735,802 (2010: 25,216,255), calculated as follows:<br />
2011 2010<br />
Net profit for <strong>the</strong> financial year<br />
attributable to holders of ordinary<br />
shares 58.7 46.0<br />
Weighted average number of ordinary shares 2011 2010<br />
x 1,000<br />
Weighted number of ordinary shares<br />
as at 31 December 25,452 25,026<br />
Effect of outstanding option rights<br />
Weighted average number of<br />
ordinary shares (after dilution) as at<br />
284 190<br />
31 December 25,736 25,216<br />
Royal Ten Cate Annual Report 2011 111
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
47 LONG-TERM DEBTS 2011 2010<br />
Syndicated loan 267.4 188.8<br />
Financial lease liabilities 3.2 4.3<br />
O<strong>the</strong>r loans 5.4 3.5<br />
Total 276.0 196.6<br />
Less: repayment of loans in forthcoming years – 0.9 – 1.4<br />
Long-term debts 275.1 195.2<br />
Syndicated loan<br />
112 Royal Ten Cate Annual Report 2011<br />
2011<br />
Total<br />
2012<br />
< 1 year<br />
2013<br />
1 – 2 years<br />
2014/2016<br />
2 – 5 years<br />
2017<br />
and after<br />
> 5 years<br />
EUR – variable interest 47.8 – – 47.8 – 47.2<br />
USD – variable interest 219.6 – – 219.6 – 141.6<br />
Financial lease liabilities<br />
EUR fixed interest 8.0% 0.3 0.2 0.1 – – 0.5<br />
EUR variable interest 2.5 – 2.5 – – 3.0<br />
THB fixed interest 3.45% – 3.65% 0.1 – 0.1 – – 0.1<br />
GBP variable interest 0.1 – – 0.1 – 0.2<br />
NZD fixed interest 11% – 14% – – – – – 0.1<br />
AUD variable interest 0.2 – 0.2 – – 0.4<br />
O<strong>the</strong>r loans<br />
USD variable interest 3.1 – – – 3.1 3.0<br />
EUR interest-free 1.3 0.3 0.3 0.7 – –<br />
EUR fixed interest 2.00% – 2.50% – – – – – 0.1<br />
EUR fixed interest 1.50% – – – – – 0.4<br />
EUR variable interest + 3.75% 0.9 0.3 0.3 0.3 – –<br />
EUR variable interest 0.1 0.1 –<br />
Long-term debts 276.0 0.9 3.5 268.5 3.1 196.6<br />
The syndicated loan of € 450.0 million (2010: € 450.0 million), which is<br />
available for drawing in various currencies, was concluded with a<br />
syndicate of 11 banks. € 267.4 million of this facility was drawn as at<br />
31 December 2011 (2010: € 188.8 million). The loan is due to mature on<br />
8 December 2015. Repayment is due in full on <strong>the</strong> maturity date. The<br />
loan is <strong>value</strong>d at amortised cost in accordance with <strong>the</strong> effective interest<br />
method.<br />
The interest rate payable is linked to <strong>the</strong> net debt/EBITDA ratio, which is<br />
–<br />
–<br />
2010<br />
Total<br />
calculated quarterly in respect of <strong>the</strong> preceding 12 months. The EBITDA<br />
for acquired and divested businesses is annualised. In accordance with<br />
<strong>the</strong> agreements entered into with <strong>the</strong> banks, <strong>the</strong> EBITDA is also adjusted<br />
to take account of non-recurring items and non-cash fair <strong>value</strong><br />
adjustments in <strong>the</strong> interest. The interest margin above Euribor or Libor<br />
will be between 0.70% and 1.50%. A utilisation fee of 0.20% is payable<br />
if more than 50% of <strong>the</strong> facility is drawn.<br />
At <strong>the</strong> end of 2011 <strong>the</strong> interest margin was 0.95% (2010: 1.20%).<br />
–
The aforementioned syndicated loan is subject to a number of covenants,<br />
<strong>the</strong> principal of which are:<br />
■ total net debt/EBITDA less than 3.25 at <strong>the</strong> end of <strong>the</strong> first quarter of<br />
each year, less than 3.50 at <strong>the</strong> end of <strong>the</strong> second quarter of each<br />
year and less than 3.00 at <strong>the</strong> end of <strong>the</strong> third and fourth quarters of<br />
each year, with <strong>the</strong> once-only possibility of an increase of 0.25 for<br />
two successive quarters following an acquisition, but no higher than<br />
3.50;<br />
■ EBITDA/net interest greater than 4;<br />
■ joint guarantee of subsidiaries with total assets of at least 60% of<br />
<strong>the</strong> Group total.<br />
The Group was meeting <strong>the</strong>se covenants as at <strong>the</strong> reporting date.<br />
In <strong>the</strong> event of a change of control of <strong>the</strong> Company, <strong>the</strong> syndicated loan<br />
is immediately repayable if a two-thirds majority of <strong>the</strong> lenders so<br />
require.<br />
The € 2.5 million (2010: € 3.0 million) financial lease liability relates to a<br />
building in Hungary.<br />
The USD loan with variable interest concerns a $ 4.0 million loan (2010:<br />
$4.0 million) from <strong>the</strong> Development Authority of Pike County Industrial<br />
Revenue Bonds. Repayment is due in full in 2018.<br />
Of <strong>the</strong> total of long-term loans, 99% had variable interest in 2011 (2010:<br />
99%). The risk associated with this variability has been hedged by means<br />
of interest rate swaps. Details of <strong>the</strong> hedging of <strong>the</strong> interest rate risk<br />
borne by <strong>the</strong> Group can be found in note 50.3.<br />
48 PENSION LIABILITIES 2011 2010<br />
Defined benefit schemes<br />
Present <strong>value</strong> of obligations 332.5 295.8<br />
Fair <strong>value</strong> of plan assets 321.0 316.7<br />
Present <strong>value</strong> of net liabilities 11.5 – 20.9<br />
Effect of asset ceiling – 20.9<br />
Total defined benefit schemes 11.5 –<br />
O<strong>the</strong>r liabilities in respect of pensions 11.1 10.5<br />
Pension liabilities 22.6 10.5<br />
48.1 Changes in <strong>the</strong> valuation of <strong>the</strong> liability<br />
as at <strong>the</strong> reporting date 2011 2010<br />
Balance as at 1 January 295.8 295.7<br />
Service costs 2.8 3.2<br />
Members’ contributions 2.7 2.9<br />
Interest costs 15.5 15.8<br />
Benefits paid – 16.7 – 16.2<br />
Actuarial differences 32.4 – 5.6<br />
Balance as at 31 December 332.5 295.8<br />
48.2 Investments 2011 2010<br />
Balance as at 1 January 316.7 298.5<br />
Expected return 17.6 17.1<br />
Employer’s contribution 6.7 6.3<br />
Members’ contribution 2.7 2.9<br />
Actuarial differences – 6.0 8.1<br />
Benefits paid – 16.7 – 16.2<br />
Balance as at 31 December 321.0 316.7<br />
Analysis of plan assets as at 31 December 2011 2010<br />
Bonds 173.3 150.1<br />
Shares 101.3 119.0<br />
Hedge funds 13.9 25.0<br />
Real estate 25.2 15.6<br />
Cash 1.9 3.1<br />
O<strong>the</strong>r items 5.4 3.9<br />
Pension fund investments 321.0 316.7<br />
48.3 Charge stated in <strong>the</strong> profit and loss<br />
account 2011 2010<br />
Service costs<br />
Asset ceiling test in accordance<br />
– 2.8 – 3.2<br />
with IAS 19.58 – 0.2<br />
Interest on liabilities – 15.5 – 15.8<br />
Expected return on fund investments 17.6 17.1<br />
Pension expenses/income – 0.7 – 1.7<br />
Royal Ten Cate Annual Report 2011 113
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
The pension charges have been stated in <strong>the</strong> 2011 profit and loss<br />
account in an amount of € 0.7 million (2010: € 1.7 million) under<br />
personnel costs. The actual return on fund investments amounts to<br />
€ 11.6 million (2010: € 25.2 million).<br />
Ne<strong>the</strong>rlands<br />
The defined benefit pension scheme concerns in particular <strong>the</strong> pension<br />
rights of <strong>the</strong> Dutch employees which have been placed with Stichting<br />
Pensioenfonds Koninklijke Ten Cate.<br />
The main features of <strong>the</strong> scheme are:<br />
■ pension accrual based on average salary;<br />
■ accrual rate of 2.1%;<br />
■ conditional indexation, <strong>the</strong> target level being equivalent to 90% of<br />
wage growth for active members (employees) and 90% of price<br />
growth for inactive members (pensioners and members with paid-up<br />
entitlements);<br />
■ <strong>the</strong> employer contribution is increased by 50% if <strong>the</strong> cover ratio falls<br />
below 110%.<br />
Agreements have been entered into with <strong>the</strong> pension fund in respect of<br />
<strong>the</strong> contribution payable. The contribution percentage varies within an<br />
agreed range, depending on <strong>the</strong> pension fund’s cover ratio. The current<br />
agreements cover <strong>the</strong> period up to 31 December 2014.<br />
O<strong>the</strong>r liabilities<br />
The o<strong>the</strong>r liabilities in respect of pensions relate to defined contribution<br />
schemes and a number of specific old-age provisions. The principal<br />
defined contribution scheme is a 401K (savings) scheme in <strong>the</strong> United<br />
States.<br />
114 Royal Ten Cate Annual Report 2011<br />
48.4 Principles for defined benefit schemes<br />
The main actuarial assumptions as at <strong>the</strong> reporting date (in weighted<br />
averages) are as follows:<br />
2011 2010<br />
Discount rate as at 31 December<br />
Expected return on plan assets as at 31<br />
4.3% 5.3%<br />
December 4.9% 5.7%<br />
Future wage increases 2.5% 2.5%<br />
Future pension increases 0.8% 1.0%<br />
Assumptions with regard to future mortality figures are based on<br />
published statistical data and mortality probabilities. The mortality table<br />
used is <strong>the</strong> 2010–2060 forecast table of <strong>the</strong> Ne<strong>the</strong>rlands Actuarial<br />
Association with a correction factor dependent on age and gender. For<br />
<strong>the</strong> valuation of partner’s pensions <strong>the</strong> age difference between men and<br />
women has been set at three years. The total expected long-term return<br />
on <strong>the</strong> investments is 4.9% (2010: 5.7%). This percentage is based on<br />
<strong>the</strong> sum of <strong>the</strong> returns in separate investment categories. A 0.1% change<br />
in <strong>the</strong> discount rate will result in no change in <strong>the</strong> annual charges<br />
(2010: 0). A 0.1% change in <strong>the</strong> discount rate will cause <strong>the</strong> liability to<br />
rise or fall by € 5.0 million (2010: € 4.0 million).
Historical information 2011 2010 2009 2008 2007<br />
Present <strong>value</strong> of defined benefit obligations 332.5 295.8 295.7 275.1 298.6<br />
Fair <strong>value</strong> of plan assets 321.0 316.7 298.5 272.4 304.7<br />
Present <strong>value</strong> of net liabilities 11.5 – 20.9 – 2.8 2.7 – 6.1<br />
Experience adjustments arising on obligations of <strong>the</strong> scheme 5.3 9.4 4.4 0.8 2.7<br />
Experience adjustments arising on plan assets – 6.0 8.1 11.8 – 42.3 – 10.3<br />
The Group expects to contribute € 6.5 million of employer’s contributions<br />
to defined benefit pension schemes in 2012 (2011: € 6.5 million).<br />
The pension expense in respect of 2012 is estimated at € 3.1 million<br />
(2011: € 0.7 million).<br />
49 PROVISIONS<br />
Guarantee/<br />
Claims<br />
Reorganisation<br />
provision<br />
O<strong>the</strong>r<br />
personnel<br />
liabilities Environment O<strong>the</strong>r<br />
Balance as at 1 January 2011 8.0 0.8 5.9 2.0 0.6 17.3<br />
Change due to acquisition 3.9 0.3 – – 0.8 5.0<br />
Provisions made during <strong>the</strong> year 3.1 0.8 0.7 – 0.1 4.7<br />
Released to result – 0.5 – 0.1 – 0.1 – – 0.1 – 0.8<br />
Expenditure in current year – 3.8 – 1.4 – 0.7 – – 0.5 – 6.4<br />
Exchange rate differences 0.2 – – – – 0.2<br />
Balance as at 31 December 2011 10.9 0.4 5.8 2.0 0.9 20.0<br />
Of which short-term<br />
As at 31 December 2010 5.5 0.8 0.5 – 0.3 7.1<br />
As at 31 December 2011 4.0 0.4 0.3 – 0.3 5.0<br />
The amount released to <strong>the</strong> result has been included in <strong>the</strong> profit and<br />
loss account as follows:<br />
2011 2010<br />
Personnel costs 0.1 –<br />
O<strong>the</strong>r operating costs 0.7 1.4<br />
Total 0.8 1.4<br />
The guarantee provision relates to goods and services supplied and <strong>the</strong><br />
provision for claims relates to claims for damages and possible legal<br />
costs.<br />
Total<br />
2011<br />
The provision for reorganisations relates to a number of smaller<br />
reorganisations which were nearly all completed during <strong>the</strong> financial<br />
year.<br />
The provision for o<strong>the</strong>r personnel liabilities has been formed in respect<br />
of long-term leave and o<strong>the</strong>r benefits, such as anniversaries.<br />
The environmental provision has been formed for expected costs of<br />
decontamination of industrial sites, on <strong>the</strong> basis of functional<br />
decontamination (maintenance of business use).<br />
Royal Ten Cate Annual Report 2011 115
O<strong>the</strong>r information<br />
50 FINANCIAL INSTRUMENTS<br />
As part of its normal business operations, <strong>the</strong> Group incurs liquidity,<br />
credit, interest and currency risks. The risk of fluctuations, mainly in<br />
exchange rates and interest rates, is hedged using derivatives.<br />
50.1 Liquidity risk<br />
The liquidity risk is <strong>the</strong> risk of <strong>the</strong> Group being unable to meet its<br />
liabilities when <strong>the</strong>y fall due. The Group’s policy on control of <strong>the</strong><br />
liquidity risk is to guarantee to <strong>the</strong> best of its ability that sufficient<br />
liquidities are available to meet its liabilities on time, in both normal and<br />
exceptional situations. € 180.4 million of <strong>the</strong> syndicated loan of € 450.0<br />
million (2010: € 450.0 million) was undrawn as at 31 December 2011<br />
(2010: € 258.4 million).<br />
The term of <strong>the</strong> financial liabilities as at 31 December 2011 was as<br />
follows:<br />
116 Royal Ten Cate Annual Report 2011<br />
Book <strong>value</strong><br />
Expected<br />
cash flow<br />
(including<br />
interest)<br />
2012<br />
< 1 year<br />
2013<br />
1-2 years<br />
2014/16<br />
2-5 years<br />
2017<br />
and after<br />
> 5 years<br />
Financial liabilities (excluding derivatives)<br />
Long-term debts 276.0 – 299.6 – 5.7 – 8.1 – 282.7 – 3.1<br />
Cash loans, overdrafts 35.4 – 35.4 – 35.4 – – –<br />
Trade and o<strong>the</strong>r creditors 161.8 – 161.8 – 161.8 – – –<br />
Derivatives<br />
Interest rate swaps 6.9 – 7.1 – 3.4 – 2.3 – 1.3 – 0.1<br />
Forward, FX swap contracts 0.4 – 0.4 – 0.4 – – –<br />
Total 480.5 – 504.3 – 206.7 – 10.4 – 284.0 – 3.2
The term of <strong>the</strong> financial liabilities as at 31 December 2010 was as<br />
follows:<br />
Book <strong>value</strong><br />
Expected<br />
cash flow<br />
(including<br />
interest)<br />
2012<br />
< 1 year<br />
2013<br />
1-2 years<br />
2014/16<br />
2-5 years<br />
2017<br />
and after<br />
> 5 years<br />
Financial liabilities (excluding derivatives)<br />
Long-term debts 196.6 – 231.4 – 5.7 – 7.1 – 215.6 – 3.0<br />
Cash loans, overdrafts 55.7 – 55.7 – 55.7 – – –<br />
Trade and o<strong>the</strong>r creditors 152.4 – 152.4 – 152.4 – – –<br />
Derivatives<br />
Interest rate swaps 5.5 – 6.1 – 2.5 – 2.9 – 0.4 – 0.3<br />
Forward, FX swap contracts 1.4 – 1.4 – 1.4 – – –<br />
Total 411.6 – 447.0 – 217.7 – 10.0 – 216.0 – 3.3<br />
50.2 Credit risk<br />
Credit risk is <strong>the</strong> risk of a financial loss for <strong>the</strong> Group if a customer or<br />
counterparty to a financial instrument fails to meet its contractual<br />
obligations. Credit risks result in particular from trade debtors and, to a<br />
more limited extent, investments in securities. The Group’s exposure to<br />
credit risk is mainly determined by <strong>the</strong> specific characteristics of <strong>the</strong><br />
individual customers. Credit risk is limited by internal research into <strong>the</strong><br />
creditworthiness of new and existing customers based on sources such<br />
as external reports, annual reports and payment history or by insuring<br />
<strong>the</strong> credit risk. The internal credit limits specified on <strong>the</strong> basis of internal<br />
research are reviewed at least once a year.<br />
Customers for which no credit limit has been issued (internally or by <strong>the</strong><br />
insurer) can only do business with <strong>the</strong> Group on <strong>the</strong> basis of guaranteed<br />
payment.<br />
Goods are subject to reservation of ownership. In <strong>the</strong> event of nonpayment,<br />
<strong>the</strong> Group in most cases has a preferential claim to <strong>the</strong> extent<br />
that <strong>the</strong> goods are still present. The Group does not demand collateral<br />
for trade and o<strong>the</strong>r receivables.<br />
Impairments are stated as direct sale costs in <strong>the</strong> profit and loss account<br />
as work contracted out and o<strong>the</strong>r external costs.<br />
The Group has no particular concentration risks in respect of trade<br />
debtors.<br />
The carrying <strong>value</strong> of <strong>the</strong> financial assets reflects <strong>the</strong> maximum exposure<br />
to credit risk. The maximum exposure can be defined as follows:<br />
2011 2010<br />
Trade debtors 152.4 151.0<br />
O<strong>the</strong>r (long-term) receivables 28.8 26.7<br />
Cash and cash equivalents<br />
Forward foreign exchange contracts<br />
22.7 11.6<br />
and options 0.8 0.8<br />
Interest rate swaps 0.2 0.2<br />
Total 204.9 190.3<br />
Royal Ten Cate Annual Report 2011 117
OTHER INFORMATION<br />
The age of <strong>the</strong> trade debtors and <strong>the</strong> related impairments can be<br />
analysed as follows:<br />
118 Royal Ten Cate Annual Report 2011<br />
2011 2010<br />
Gross Provision Gross Provision<br />
Not due - 60 days overdue 148.6 1.5 147.0 2.1<br />
60 - 120 days overdue 3.8 0.7 3.8 0.5<br />
120 - 360 days overdue 3.3 1.2 2.9 0.7<br />
Over 360 days overdue 3.7 3.6 2.9 2.3<br />
Balance as at 31 December 159.4 7.0 156.6 5.6<br />
The movements in <strong>the</strong> provision for trade debtors are as follows:<br />
2011 2010<br />
Balance as at 1 January 5.6 3.5<br />
Acquisitions 1.2 1.3<br />
Formed as charge against result 1.2 2.3<br />
Released to result – 0.6 – 0.6<br />
Written off during <strong>the</strong> year – 0.4 – 1.1<br />
Exchange rate differences – 0.2<br />
Balance as at 31 December 7.0 5.6<br />
The Group believes that, with <strong>the</strong> exception of <strong>the</strong> foregoing, no<br />
provision for impairment is required in respect of trade receivables which<br />
are not yet due or which are up to 60 days overdue.<br />
50.3 Interest rate risk<br />
99% of <strong>the</strong> interest-bearing debts have a variable interest rate (2010:<br />
99%). The risk of a rise in interest rates is in principle hedged 90% for<br />
<strong>the</strong> subsequent year and 75%, 50% and 25% respectively for <strong>the</strong> years<br />
<strong>the</strong>reafter. Both interest rate swaps and caps can be used for this<br />
purpose. The impact of changes in <strong>the</strong> <strong>value</strong> of <strong>the</strong>se financial<br />
instruments on <strong>the</strong> Group’s result is limited as far as possible by <strong>the</strong> use<br />
of hedge accounting. The conditions applying to <strong>the</strong> interest-bearing<br />
debt are set out in note 47.<br />
At <strong>the</strong> end of 2011 <strong>the</strong> net balances of outstanding interest rate<br />
instruments were as follows:<br />
■ interest rate swap to 31-12-2013: € 50 million, received variable,<br />
payment 2.48% fixed<br />
■ interest rate swap to 31-12-2012: $ 70 million, received variable,<br />
payment 2.215% fixed<br />
■ interest rate swap to 31-12-2013: $ 70 million, received variable,<br />
payment 1.687% fixed<br />
■ interest rate swap to 31-12-2013: $ 50 million, received variable,<br />
payment 2.03% fixed<br />
■ interest rate swap to 02-01-2018: $ 4 million, received variable,<br />
payment 4.47% fixed<br />
■ interest rate swap to 31-12-2014: € 30 million, received variable,<br />
payment 2.805% fixed (commencing<br />
31-12-2013)<br />
■ interest rate swap to 31-12-2014: $ 45 million, received variable,<br />
payment 2.598% fixed (commencing<br />
31-12-2012)<br />
■ interest rate swap to 31-12-2015: $ 60 million, received variable,<br />
payment 1.195%<br />
The Group <strong>value</strong>s <strong>the</strong> interest rate swaps and interest rate caps at fair<br />
<strong>value</strong> (see section 50.7). Of <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> interest rate swaps as at<br />
31 December 2011, € 0.2 million (2010: € 0.2 million) has been included<br />
in o<strong>the</strong>r receivables and € 6.9 million (2010: € 5.5 million) under trade<br />
creditors and o<strong>the</strong>r payables.
The table below shows <strong>the</strong> periods in which <strong>the</strong> cash flows that are <strong>the</strong><br />
subject of cash flow hedge accounting are expected to take place and in<br />
which <strong>the</strong>y will affect <strong>the</strong> profit or loss.<br />
2011 Book <strong>value</strong><br />
Expected<br />
cash flow < 1 year 1-2 years 2-5 years<br />
Interest rate swaps<br />
Assets – – – – –<br />
Liabilities 5.9 – 5.9 – 2.9 – 2.1 – 0.9<br />
2010 Book <strong>value</strong><br />
Expected<br />
cash flow < 1 year 1-2 years 2-5 years<br />
Interest rate swaps<br />
Assets – – – – –<br />
Liabilities 4.5 – 4.6 – 2.2 – 2.4 –<br />
Interest rate caps<br />
Assets – – – – –<br />
Liabilities – – – – –<br />
50.4 Currency risk<br />
The Group incurs currency risks on sales and purchases denominated in<br />
currencies o<strong>the</strong>r than <strong>the</strong> functional currency of <strong>the</strong> respective subsidiary.<br />
The currencies in which risk is incurred are mainly <strong>the</strong> euro, <strong>the</strong> US dollar<br />
and <strong>the</strong> British pound.<br />
Transaction risk<br />
The Group hedges orders, trade receivables and payables denominated<br />
in foreign currencies, to <strong>the</strong> extent that <strong>the</strong>se may have a material effect<br />
on <strong>the</strong> result. It uses foreign exchange forward contracts and currency<br />
options for this purpose. The forward contracts have a term of less than<br />
one year after <strong>the</strong> reporting date. If necessary <strong>the</strong>y are extended. The<br />
forward contracts are carried at fair <strong>value</strong>.<br />
The principal amounts of <strong>the</strong> loans drawn in foreign currencies are used<br />
to hedge intercompany loans in foreign currencies to subsidiaries which<br />
report in <strong>the</strong> respective currency.<br />
Competition risk<br />
The Group hedges <strong>the</strong> estimated currency risk of <strong>the</strong> expected purchases<br />
and sales in <strong>the</strong> subsequent six months as far as possible. Currency<br />
options are used for this purpose.<br />
Translation risk<br />
The translation risk on <strong>the</strong> result of subsidiaries outside <strong>the</strong> eurozone is<br />
offset internally as far as possible against euro-denominated revenues<br />
of subsidiaries outside <strong>the</strong> eurozone.<br />
Royal Ten Cate Annual Report 2011 119
OTHER INFORMATION<br />
Exposure<br />
The exposure to currency risks in respect of trading transactions of Group<br />
entities on <strong>the</strong> reporting date is as follows:<br />
120 Royal Ten Cate Annual Report 2011<br />
2011 2010<br />
USD GBP EUR USD GBP EUR<br />
Transaction risk 4.0 1.4 7.9 – 6.2 2.1 3.3<br />
Competition risk – 0.6 1.3 15.0 3.3 1.3 17.2<br />
Risk before hedging 3.4 2.7 22.9 – 2.9 3.4 20.5<br />
Forward contracts – 4.2 – 1.5 – 7.7 5.2 – 1.6 – 5.0<br />
Option contracts – 1.5 – 1.1 – 0.5 1.6 – 0.9 –<br />
Risk after hedging – 2.3 0.1 14.7 3.9 0.9 15.5<br />
The foreign currencies have been converted into euros at <strong>the</strong> closing<br />
rate.<br />
The USD risk relates mainly to <strong>the</strong> expected revenues in USD of Asian<br />
subsidiaries and expected purchases in USD by European subsidiaries.<br />
The GBP risk relates mainly to trade receivables and expected revenues<br />
of European subsidiaries. The EUR risk relates mainly to trade<br />
receivables and expected revenues in euros of Ten Cate Thiolon Middle<br />
East. The expected revenues form a natural hedge for <strong>the</strong> translation risk<br />
on <strong>the</strong> result of subsidiaries which report in dollars or dollar-linked<br />
currencies.<br />
The Group carries options and foreign exchange forward contracts at fair<br />
<strong>value</strong>. The fair <strong>value</strong> of options is determined on <strong>the</strong> basis of statements<br />
supplied by banks. The fair <strong>value</strong> of foreign exchange forward contracts<br />
with an underlying <strong>value</strong> below € 5.0 million is determined on <strong>the</strong> basis<br />
of statements supplied by <strong>the</strong> bank; in <strong>the</strong> case of higher amounts <strong>the</strong><br />
Group’s own calculation model is used. The fair <strong>value</strong> of <strong>the</strong> options to<br />
hedge future transactions as at 31 December 2011 amounted to<br />
€ 0.1 million (2010: € 0.1 million). This amount has been included in o<strong>the</strong>r<br />
receivables. The net fair <strong>value</strong> of <strong>the</strong> forward foreign exchange contracts<br />
was € 0.3 million (2010: – € 0.7 million). € 0.7 million of this amount has<br />
been included in o<strong>the</strong>r receivables and € 0.4 million in o<strong>the</strong>r debts<br />
(2010: € 0.7 million).<br />
50.5 Assets and liabilities stated in <strong>the</strong> balance sheet<br />
Changes in <strong>the</strong> fair <strong>value</strong> of foreign exchange forward contracts and<br />
options which are used to hedge, in an economic sense, monetary assets<br />
and liabilities denominated in foreign currencies are stated in <strong>the</strong> profit<br />
and loss account. Both changes in <strong>the</strong> fair <strong>value</strong> of forward contracts and<br />
options and <strong>the</strong> exchange rate differences relating to monetary balance<br />
sheet items are included as exchange rate differences in net financial<br />
expenses.
Fair <strong>value</strong> versus carrying <strong>value</strong><br />
The fair <strong>value</strong> and carrying <strong>value</strong> of financial assets and liabilities stated<br />
in <strong>the</strong> balance sheet are as follows:<br />
2011 2010<br />
Book <strong>value</strong> Fair <strong>value</strong> Book <strong>value</strong> Fair <strong>value</strong><br />
Assets <strong>value</strong>d at fair <strong>value</strong><br />
Interest rate derivatives to which hedge accounting is applied – – – –<br />
Long-term receivables and investments * 8.2 8.2 7.2 7.2<br />
O<strong>the</strong>r interest rate derivatives 0.2 0.2 0.2 0.2<br />
Currency derivatives 0.8 0.8 0.8 0.8<br />
9.2 9.2 8.2 8.2<br />
Assets <strong>value</strong>d at amortised cost<br />
Trade debtors and o<strong>the</strong>r receivables * 173.0 173.0 170.5 170.5<br />
Cash and cash equivalents 22.7 22.7 11.6 11.6<br />
195.7 195.7 182.1 182.1<br />
Liabilities <strong>value</strong>d at fair <strong>value</strong><br />
Interest rate swaps to which hedge accounting is applied – 5.9 – 5.9 – 4.5 – 4.5<br />
O<strong>the</strong>r interest rate derivatives – 1.0 – 1.0 – 1.0 – 1.0<br />
Currency derivatives – 0.4 – 0.4 – 0.4 – 0.4<br />
– 7.3 – 7.3 – 6.9 – 6.9<br />
Liabilities <strong>value</strong>d at amortised cost<br />
Syndicated loan – 267.4 – 267.4 – 188.8 – 188.8<br />
Financial lease liabilities – 3.2 – 3.2 – 4.3 – 4.3<br />
O<strong>the</strong>r loans – 5.4 – 5.4 – 3.5 – 3.5<br />
Trade creditors and o<strong>the</strong>r payables – 161.8 – 161.8 – 152.4 – 152.4<br />
Cash loans and overdrafts – 35.4 – 35.4 – 55.7 – 55.7<br />
– 473.2 – 473.2 – 404.7 – 404.7<br />
*<br />
Adjusted for comparison purposes.<br />
The fair <strong>value</strong> of <strong>the</strong> syndicated loan is <strong>the</strong> same as <strong>the</strong> carrying <strong>value</strong>,<br />
because it was refinanced in December 2010 and <strong>the</strong>refore has a margin<br />
consistent with market conditions.<br />
50.6 Sensitivity analyses<br />
In managing interest rate and currency risks, <strong>the</strong> Group’s aim is to limit<br />
<strong>the</strong> effect of short-term fluctuations on <strong>the</strong> Group result. In <strong>the</strong> longer<br />
term, however, sustained changes in exchange rates and interest rates<br />
will have an effect on <strong>the</strong> consolidated result.<br />
The effect of a general interest rate rise of one per cent on <strong>the</strong> pre-tax<br />
result in 2011 is estimated at – € 1.1 million (2010: – € 0.9 million).<br />
The effect of a general interest rate rise of one per cent on equity is<br />
estimated at € 5.0 million before tax (2010: € 4.1 million) due to <strong>the</strong> use<br />
of hedge accounting.<br />
Royal Ten Cate Annual Report 2011 121
OTHER INFORMATION<br />
A general rise of one percentage point in <strong>the</strong> <strong>value</strong> of <strong>the</strong> euro against<br />
o<strong>the</strong>r currencies would have reduced <strong>the</strong> result after tax by an expected<br />
€ 0.3 million (2010: € 0.4 million). A general rise of one per cent in <strong>the</strong><br />
<strong>value</strong> of <strong>the</strong> euro against o<strong>the</strong>r currencies would have reduced <strong>the</strong> equity<br />
by approximately € 2.4 million (2010: € 2.8 million.<br />
50.7 Estimate of fair <strong>value</strong><br />
Details are given below of <strong>the</strong> main methods and assumptions used in<br />
estimating <strong>the</strong> fair <strong>value</strong> of financial instruments. The fair <strong>value</strong> of<br />
foreign exchange forward contracts is calculated by discounting <strong>the</strong><br />
difference between <strong>the</strong> contractual and <strong>the</strong> current forward price,<br />
multiplied by <strong>the</strong> principal amount of <strong>the</strong> contract, for <strong>the</strong> residual term<br />
at <strong>the</strong> market interest rate. The fair <strong>value</strong> of interest rate swaps is<br />
calculated by discounting <strong>the</strong> difference between <strong>the</strong> contractual and <strong>the</strong><br />
current interest, multiplied by <strong>the</strong> principal amount of <strong>the</strong> interest rate<br />
swap, for <strong>the</strong> residual term at <strong>the</strong> market interest rate. The result is<br />
periodically checked against bank statements. Bank statements are used<br />
to determine <strong>the</strong> fair <strong>value</strong> of interest rate caps. These statements are<br />
inspected to ensure that <strong>the</strong>y are reasonable by means of techniques<br />
based on discounted cash flows based on <strong>the</strong> conditions and terms of<br />
<strong>the</strong> contract and using market interest rates for a comparable instrument<br />
as at <strong>the</strong> reporting date. The fair <strong>value</strong> of long-term debts is calculated<br />
on <strong>the</strong> basis of <strong>the</strong> discounted <strong>value</strong> of expected future cash flows from<br />
repayments and interest payments.<br />
The fair <strong>value</strong> of financial lease liabilities is estimated on <strong>the</strong> basis of<br />
<strong>the</strong> present <strong>value</strong> of future cash flows, discounted at <strong>the</strong> interest rate for<br />
similar lease agreements. In <strong>the</strong> case of trade debtors, o<strong>the</strong>r receivables,<br />
trade creditors and o<strong>the</strong>r short-term debts due within one year, <strong>the</strong><br />
nominal <strong>value</strong> is deemed to reflect <strong>the</strong> fair <strong>value</strong>. The financial<br />
instruments <strong>value</strong>d on <strong>the</strong> basis of fair <strong>value</strong> fall into category 2 as in<br />
2010: no quoted market price in an active market, with <strong>the</strong> fair <strong>value</strong><br />
being determined indirectly.<br />
122 Royal Ten Cate Annual Report 2011<br />
51 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />
Operating lease as lessee<br />
Payments due under non-cancellable operating leases are as follows:<br />
2011 2010<br />
Less than 1 year 7.8 7.2<br />
Between 1 and 5 years 20.2 15.0<br />
More than 5 years 18.9 14.0<br />
46.9 36.2<br />
The Group leases buildings, plant, vehicles and office equipment under<br />
operating leases. The leased buildings have a term of ten to fifteen<br />
years. Lease payments are indexed annually. None of <strong>the</strong> leases include<br />
conditional lease payments. In principle <strong>the</strong> Group does not act as a<br />
lessor. The term of <strong>the</strong> o<strong>the</strong>r leases is a maximum of five years.<br />
52 INVESTMENT LIABILITIES<br />
In 2011 <strong>the</strong> Group entered into contractual liabilities for <strong>the</strong> purchase of<br />
tangible fixed assets. The amount of <strong>the</strong> liabilities as at 31 December<br />
2011, after deduction of advance payments already made during <strong>the</strong><br />
financial year, is € 3.1 million (2010: € 4.9 million).<br />
53 CONTINGENT LIABILITIES<br />
The Group has received claims for damages arising from <strong>the</strong> conduct of<br />
business. With <strong>the</strong> exception of those stated below, <strong>the</strong> claims are not<br />
deemed to be substantial and provisions have been recognised to <strong>the</strong><br />
extent necessary.<br />
A claim for damages has been made against Royal Ten Cate by United<br />
Fabrics NV, a company registered in <strong>the</strong> Ne<strong>the</strong>rlands Antilles (majority<br />
shareholder in Textielgroep Twen<strong>the</strong> NV). The claim is based on an<br />
outsourcing and management agreement from 1998 and originally<br />
amounted to € 56 million. The claim in respect of <strong>the</strong> outsourcing<br />
agreement has lapsed permanently as a result of a judgement by <strong>the</strong><br />
Supreme Court in 2006. The plaintiff was ordered to demonstrate <strong>the</strong><br />
damage suffered in respect of <strong>the</strong> management agreement. <strong>TenCate</strong> is<br />
confident with regard to <strong>the</strong> remainder of <strong>the</strong> proceedings.
In <strong>the</strong> spring of 2011, FieldTurf Tarkett (“FieldTurf”) instituted legal<br />
proceedings against <strong>TenCate</strong>. These concerned alleged deficiencies in<br />
products mostly supplied to FieldTurf by Mattex Leisure Industries in<br />
Dubai, several years before <strong>TenCate</strong> acquired part of <strong>the</strong> assets and<br />
businesses of Mattex at <strong>the</strong> beginning of 2007. <strong>TenCate</strong> denies <strong>the</strong><br />
existence of any legal basis for this claim and <strong>the</strong>refore rejects it.<br />
<strong>TenCate</strong> is confident with regard to <strong>the</strong> outcome of <strong>the</strong> legal proceedings<br />
and expects no material financial damage. In August 2011, <strong>TenCate</strong> filed<br />
a counterclaim against FieldTurf relating among o<strong>the</strong>r things to damage<br />
to <strong>the</strong> good name of <strong>TenCate</strong> and <strong>TenCate</strong> products, and to breach of<br />
contract in <strong>the</strong> period prior to <strong>TenCate</strong>’s termination of <strong>the</strong> supply<br />
contract.<br />
54 POST BALANCE SHEET EVENTS<br />
There are no events subsequent to <strong>the</strong> reporting date requiring<br />
commentary.<br />
55 RELATED PARTIES<br />
55.1 Identity of related parties<br />
Related parties concern relationships between <strong>the</strong> Group and its<br />
subsidiaries, associated companies and o<strong>the</strong>r participating interests,<br />
joint ventures, <strong>the</strong> <strong>TenCate</strong> pension fund and <strong>the</strong> members of <strong>the</strong><br />
Executive and Supervisory Boards.<br />
55.2 Directors’ remuneration<br />
The remuneration of <strong>the</strong> members of <strong>the</strong> Executive Board was as follows:<br />
L. de Vries B. Cornelese<br />
1<br />
J. Lock<br />
2<br />
in thousands of euros 2011 2010 2009 2011 2011 2010 2009<br />
Periodic remuneration 659 613 576 270 120 300 225<br />
Results-related pay for <strong>the</strong> previous year 307 230 279 – 117 68 –<br />
Pension costs 698 189 986 63 44 85 32<br />
Early Retirement (Pre-pension and Life Course Savings) Act 140 58 110 – – – –<br />
Jubilee payment – 51 – – – – –<br />
Shares 260 _ _ – – – –<br />
Option costs 375 338 369 – 77 169 85<br />
2,439 1,479 2,320 333 358 622 342<br />
1) From 1 April 2011.<br />
2) 2009: From 1 April 2009.<br />
2011: To 21 April 2011.<br />
The fixed periodic remuneration paid to Mr De Vries was increased by<br />
10% with effect from 1 April 2011. Mr De Vries has a final-salary<br />
pension plan. The pension costs for Mr De Vries included <strong>the</strong> sum of<br />
€ 482,000 in respect of a back-service liability in 2011 (2010: 0, 2009:<br />
€ 801,000).<br />
Mr De Vries’ results-related pay amounts to a maximum of 50% of <strong>the</strong><br />
fixed annual salary. In 2011, Mr De Vries received a variable salary<br />
component in respect of 2010 amounting to 50% of <strong>the</strong> fixed annual<br />
salary.<br />
Mr Lock was awarded a € 20,000 increment in his periodic remuneration<br />
for <strong>the</strong> period from January to April 2011 inclusive. Mr Lock’s variable<br />
salary component is a maximum of 40% of <strong>the</strong> fixed salary. In 2011,<br />
Mr Lock received 39% as variable remuneration in respect of 2010.<br />
Mr Cornelese’s variable salary component is a maximum of 40% of <strong>the</strong><br />
fixed salary.<br />
As at 31 December 2011 Mr De Vries held 203,160 shares in <strong>the</strong><br />
Company (31 December 2010: 176,901 shares) and 360,000 options<br />
(31 December 2010: 350,000 options). In 2011 Mr De Vries was granted<br />
60,000 options at an exercise price of € 27.38 and 10,000 shares with a<br />
<strong>value</strong> of € 26.00 per share. Mr Cornelese held 718 shares of <strong>the</strong><br />
Company and no options as at 31 December 2011. In 2011 Mr Lock was<br />
granted 40,000 options at an exercise price of € 27.38. Mr Lock held<br />
4,453 shares in <strong>the</strong> Company and 94,000 options at <strong>the</strong> end of 2010.<br />
Mr De Vries is participating in <strong>the</strong> Group’s share option plan. The costs of<br />
Royal Ten Cate Annual Report 2011 123
OTHER INFORMATION<br />
<strong>the</strong> options are charged to <strong>the</strong> result in three years. Fur<strong>the</strong>r information<br />
can be found in note 66.<br />
The remuneration of <strong>the</strong> members of <strong>the</strong> Supervisory Board was as<br />
follows:<br />
in euros<br />
124 Royal Ten Cate Annual Report 2011<br />
2011 2010<br />
J.C.M. Hovers – Chairman 1, 2 50,000 39,972<br />
P.P.A.I. Deiters – Vice-Chairman 2 35,000 30,492<br />
F.A. van Vught 2 * 35,000 25,008<br />
E. ten Cate 1 * 35,000 25,008<br />
R. van Gelder 1,3 32,500 22,869<br />
187,500 143,349<br />
1<br />
Member of <strong>the</strong> Financial Committee.<br />
2 Member of <strong>the</strong> combined Remuneration, Selection and Appointments Committee.<br />
3<br />
*<br />
As of 8 April 2010.<br />
Chairman.<br />
Mr Deiters received additional remuneration amounting to US$ 15,000 in<br />
2010 and 2011 in respect of his supervisory directorship in Ten Cate<br />
Thiolon Middle East in Dubai. The members of <strong>the</strong> Supervisory Board<br />
held no shares or option rights of Royal Ten Cate at <strong>the</strong> end of 2011.<br />
55.3 Transactions with associated companies, o<strong>the</strong>r participating<br />
interests and joint ventures<br />
During <strong>the</strong> 2011 financial year, associated companies, o<strong>the</strong>r (nonconsolidated)<br />
participating interests and joint ventures purchased goods<br />
from <strong>the</strong> Group amounting to € 14.8 million (2010: € 19.2 million). As<br />
at 31 December 2011 <strong>the</strong> outstanding trade receivables due to <strong>the</strong><br />
Group from associated companies amounted to € 1.5 million (2010:<br />
€ 3.9 million) and from joint ventures € 2.2 million (2010: € 0.2 million).<br />
The Group has € 0.1 million of outstanding trade accounts payable to<br />
associated companies and joint ventures (2010: € 0.1 million).<br />
Transactions with associated companies, o<strong>the</strong>r participating interests<br />
and joint ventures take place on an objective, business basis.<br />
55.4 Subsidiaries<br />
A list of (significant) subsidiaries and participating interests can be<br />
found inside <strong>the</strong> back cover of this report.<br />
56 ESTIMATES AND JUDGMENTS MADE<br />
BY THE MANAGEMENT<br />
The Executive Board has conducted discussions with <strong>the</strong> Financial<br />
Committee on <strong>the</strong> critical principles for <strong>the</strong> financial reporting and<br />
estimates, as well as <strong>the</strong> application of such principles and estimates.<br />
Information on assumptions and uncertainties regarding estimates which<br />
entail a substantial risk of a material adjustment in <strong>the</strong> subsequent<br />
financial year is included in <strong>the</strong> following notes:<br />
◾ With regard to <strong>the</strong> pensions, <strong>the</strong> main actuarial assumptions are<br />
stated in note 48.<br />
◾ With regard to guarantees and claims, provisions have been formed<br />
whenever <strong>the</strong>re is an actual liability or it is likely that an outflow of<br />
funds will be necessary. The result of this is stated in note 49.<br />
◾ With regard to impairments in <strong>the</strong> case of loss-making companies,<br />
an examination has been carried out to determine whe<strong>the</strong>r <strong>the</strong><br />
realisable <strong>value</strong> of any cash generating unit was lower than <strong>the</strong><br />
carrying <strong>value</strong>. This was not <strong>the</strong> case in 2011 and 2010. Future<br />
detrimental changes in <strong>the</strong> estimate as a result of changed<br />
assumptions may lead to <strong>the</strong> realisable <strong>value</strong> falling below <strong>the</strong><br />
carrying <strong>value</strong>. See note 37.2.<br />
◾ Estimates with regard to <strong>the</strong> use of tax losses are included in note 40.
Company financial statements<br />
57 COMPANY PROFIT AND LOSS ACCOUNT<br />
In millions of euros note 2011 2010<br />
Result from participating interests after profit tax 59 57.4 46.6<br />
O<strong>the</strong>r results after profit tax 1.3 – 0.6<br />
NET INCOME 58.7 46.0<br />
58 COMPANY BALANCE SHEET (BEFORE APPROPRIATION OF THE RESULT)<br />
In millions of euros 31 december<br />
2011<br />
FINANCIAL FIXED ASSETS 59<br />
31 december<br />
2010<br />
Participating interests in subsidiaries 680.0 672.6<br />
Loans to subsidiaries 104.6 83.4<br />
Deferred profit tax assets 14.4 13.5<br />
Total fixed assets 799.0 769.5<br />
CURRENT ASSETS<br />
Due from subsidiaries 1.1 1.5<br />
O<strong>the</strong>r receivables 1.9 0.4<br />
Cash and cash equivalents 1.2 3.1<br />
Total current assets 4.2 5.0<br />
TOTAL ASSETS 803.2 774.5<br />
EQUITY<br />
Share capital 61 64.8 63.8<br />
Share premium reserve 63 44.8 45.8<br />
Legal reserve 64 5.8 2.5<br />
O<strong>the</strong>r reserves 65 291.7 273.8<br />
Undistributed result 58.7 46.0<br />
465.8 431.9<br />
PROVISIONS 67 1.1 1.6<br />
LONG-TERM LIABILITIES 68 273.1 192.4<br />
SHORT-TERM LIABILITIES 69 63.2 148.6<br />
TOTAL EQUITY AND LIABILITIES 803.2 774.5<br />
Royal Ten Cate Annual Report 2011 125
Notes to <strong>the</strong> company financial statements<br />
General<br />
Accounting policies<br />
The parent company financial statements of Royal Ten Cate form an<br />
inseparable whole with <strong>the</strong> 2011 financial statements of Royal Ten Cate<br />
and have been prepared in accordance with <strong>the</strong> statutory requirements<br />
of Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code. In determining <strong>the</strong><br />
accounting policies for its parent company financial statements, Royal<br />
Ten Cate uses <strong>the</strong> option available under article 2.362 paragraph 8 of <strong>the</strong><br />
Ne<strong>the</strong>rlands Civil Code. This means that <strong>the</strong> accounting principles for <strong>the</strong><br />
parent company financial statements of Royal Ten Cate are <strong>the</strong> same as<br />
those applying to <strong>the</strong> consolidated financial statements. Participating<br />
interests over which significant influence is exercised are <strong>value</strong>d in<br />
accordance with <strong>the</strong> equity method. The consolidated financial<br />
statements have been prepared in accordance with <strong>the</strong> standards set by<br />
<strong>the</strong> International Accounting Standards Board and adopted by <strong>the</strong><br />
European Union. A description of <strong>the</strong>se standards can be found in <strong>the</strong><br />
accounting policies applicable to <strong>the</strong> consolidated financial statements.<br />
The share in <strong>the</strong> results of associated companies includes <strong>the</strong> share of<br />
Royal Ten Cate in <strong>the</strong> results of <strong>the</strong>se companies. Results from<br />
transactions involving a transfer of assets and liabilities between Royal<br />
Ten Cate and its participating interests and between individual<br />
participating interests are not included to <strong>the</strong> extent that <strong>the</strong>y can be<br />
considered to be unrealised.<br />
59 FINANCIAL FIXED ASSETS<br />
126 Royal Ten Cate Annual Report 2011<br />
Royal Ten Cate is at <strong>the</strong> head of <strong>the</strong> Group and has capital interests in<br />
<strong>the</strong> subsidiaries stated on <strong>the</strong> cover.<br />
60 EQUITY<br />
The equity in <strong>the</strong> parent company financial statements corresponds to<br />
<strong>the</strong> equity in <strong>the</strong> consolidated financial statements. A statement of<br />
changes in equity can be found on page 84.<br />
61 CALLED AND PAID-UP CAPITAL 2011 2010<br />
Authorised share capital 200.0 200.0<br />
Of which not issued 135.2 136.2<br />
64.8 63.8<br />
Interest in<br />
subsidiaries<br />
Loans to<br />
subsidiaries<br />
Deferred<br />
profit tax<br />
receivables Total<br />
Balance as at 1 January 672.6 83.4 13.5 769.5<br />
Effect of change of accounting policy 6.6 – – 6.6<br />
Adjusted balance as at 1 January 679.2 83.4 13.5 776.1<br />
Investments/capital contributions – 12.7 – – – 12.7<br />
Actuarial results of pensions – 15.1 – – – 15.1<br />
Translation differences 3.7 1.2 – 4.9<br />
Loans granted – 88.2 – 88.2<br />
Repayment of loans – – 68.2 – – 68.2<br />
Results of participating interests 57.4 – – 57.4<br />
Dividend of participating interests – 32.5 – – – 32.5<br />
Change in deferred tax – – 0.9 0.9<br />
Balance as at 31 December 680.0 104.6 14.4 799.0
62 ORDINARY SHARES 2011 2010<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 2011 2010<br />
Ordinary shares 25,501,907 and 25,067,580 63.8 62.7<br />
Issued stock dividend 427,007 and 434,327 1.0 1.1<br />
Balance as at 31 December 64.8 63.8<br />
63 SHARE PREMIUM RESERVE 2011 2010<br />
Balance as at 1 January 45.8 46.9<br />
Issued stock dividend – 1.0 – 1.1<br />
Balance as at 31 December 44.8 45.8<br />
The share premium reserve is available for distribution to shareholders.<br />
64 LEGAL RESERVES<br />
64.1 Translation differences 2011 2010<br />
Balance as at 1 January 3.3 – 15.3<br />
Change 3.7 18.6<br />
Balance as at 31 December 7.0 3.3<br />
64.2 Hedging reserve 2011 2010<br />
Balance as at 1 January – 3.6 – 0.2<br />
Change – 0.9 – 3.4<br />
Balance as at 31 December – 4.5 – 3.6<br />
64.3 O<strong>the</strong>r legal reserves 2011 2010<br />
Balance as at 1 January 2.8 4.4<br />
Transfer from O<strong>the</strong>r reserves 0.5 – 1.6<br />
Balance as at 31 December 3.3 2.8<br />
The O<strong>the</strong>r legal reserves concern capitalised development costs,<br />
undistributable reserves of subsidiaries and <strong>the</strong> hedging reserve.<br />
Balance of legal reserve<br />
as at 31 December 5.8 2.5<br />
65 OTHER RESERVES 2011 2010<br />
Balance as at 1 January 258.4<br />
Effect of change of accounting policy 10.4<br />
Adjusted balance as at 1 January 280.4 268.8<br />
Actuarial gains and losses on pensions – 14.1 – 3.8<br />
Transfer to O<strong>the</strong>r legal reserves – 0.5 1.6<br />
Added from 2010 / 2009 result 39.7 18.0<br />
Share and option plans 1.9 1.4<br />
Repurchase of own shares<br />
Issue of repurchased shares for share savings<br />
– 7.6 –<br />
plan/option plan 2.4 1.3<br />
Acquisition of non-controlling interest – 10.5 – 6.9<br />
Balance as at 31 December 291.7 280.4<br />
Royal Ten Cate Annual Report 2011 127
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
66 OPTION PLAN<br />
Royal Ten Cate operates a stock option plan for <strong>the</strong> management,<br />
established by <strong>the</strong> Supervisory Board. The maximum possible account<br />
has been taken of <strong>the</strong> recommendations of VNO-NCW and <strong>the</strong> Dutch<br />
Investors’ Association (VEB). Those eligible for options are members of<br />
<strong>the</strong> Executive Board, <strong>the</strong> corporate and group directors and a number of<br />
managers. The implementation of <strong>the</strong> share option plan is supervised by<br />
<strong>the</strong> compliance officer.<br />
The options are granted on a conditional basis. During <strong>the</strong> vesting<br />
period, a performance condition must be fulfilled. This condition is that<br />
<strong>the</strong> earnings per share, adjusted to take account of non-recurring items,<br />
over <strong>the</strong> past three, four or five years must have increased on average by<br />
at least a percentage equal to inflation plus 3% per year. If this<br />
performance condition has been fulfilled, <strong>the</strong> options become<br />
unconditional and may be exercised, unless restrictions have been<br />
imposed by <strong>the</strong> Ne<strong>the</strong>rlands Authority for <strong>the</strong> Financial Markets. The<br />
total term of <strong>the</strong> options is six to ten years. The exercise period is three<br />
to five years. The vesting period is three to a maximum of five years.<br />
The option exercise price is equivalent to <strong>the</strong> average price of <strong>the</strong> Royal<br />
Ten Cate share on Euronext Amsterdam nv on <strong>the</strong> five stock exchange<br />
trading days following publication of <strong>the</strong> annual figures. Each granted<br />
option right lapses on early termination of employment.<br />
In principle options amounting to approximately 1.5% of <strong>the</strong> total number<br />
of shares outstanding will be granted in any one year. The exercise of<br />
options is subject to <strong>the</strong> restrictions laid down in <strong>the</strong> Securities<br />
Transactions Supervision Act.<br />
66.1 Granting of options in 2012<br />
On 28 February 2012 it was intended to grant 309,500 conditional<br />
options at <strong>the</strong> average market price during <strong>the</strong> five stock exchange<br />
trading days following publication of <strong>the</strong> annual results on 29 February<br />
2012. The distribution is as follows:<br />
28-02-2012<br />
*<br />
01-03-2011<br />
**<br />
Members of <strong>the</strong> Executive Board 100,000 100,000<br />
Management and management support staff 209,500 206,000<br />
309,500 306,000<br />
*<br />
Provisional.<br />
**<br />
Final.<br />
128 Royal Ten Cate Annual Report 2011
66.2 Statement of movements in options of <strong>the</strong> Executive Board<br />
in 2011<br />
L. de Vries<br />
Issued on Term until<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2010<br />
Exercised<br />
in 2011<br />
Lapsed<br />
in 2011<br />
Outstanding<br />
31-12-2011<br />
Exercisable<br />
31-12-2011<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 – – – –<br />
22-02-2005 22-02-2013 50,000 15.17 – 50,000 – – –<br />
01-03-2006 01-03-2014 60,000 23.63 – – – 60,000 60,000<br />
28-02-2007 28-02-2015 60,000 25.77 – – – 60,000 60,000<br />
05-03-2008 05-03-2016 60,000 22.50 – – – 60,000 60,000<br />
03-03-2009 03-03-2019 60,000 11.70 – – – 60,000 –<br />
03-03-2010 03-03-2020 60,000 18.96 – – – 60,000 –<br />
01-03-2011 01-03-2021 60,000 27.38 – – – 60,000 –<br />
490,000 80,000 50,000 – 360,000 180,000<br />
28-02-2012 28-02-2022 60,000<br />
B. Cornelese<br />
Issued on<br />
28-02-2012 28-02-2022 30,000<br />
J. Lock<br />
Issued on Term until<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2010<br />
Exercised<br />
in 2011<br />
Lapsed<br />
in 2011<br />
Outstanding<br />
31-12-2011<br />
Exercisable<br />
31-12-2011<br />
25-02-2003 25-02-2011 – 6.18 – – – – –<br />
25-02-2004 25-02-2012 4,000 10.29 4,000 – – – –<br />
22-02-2005 22-02-2013 12,000 15.17 – – – 12,000 12,000<br />
01-03-2006 01-03-2014 16,000 23.63 – – – 16,000 16,000<br />
28-02-2007 28-02-2015 16,000 25.77 – – – 16,000 16,000<br />
05-03-2008 05-03-2016 20,000 22.50 – – – 20,000 20,000<br />
03-03-2009 03-03-2019 – 11.70 – – – – –<br />
03-03-2010 03-03-2020 30,000 18.96 – – – 30,000 –<br />
01-03-2011 01-03-2021 40,000 27.38 – – – 40,000 –<br />
138,000 4,000 – – 134,000 64,000<br />
28-02-2012 28-02-2022 10,000<br />
50,000 options were exercised in 2011 (2010: 44,000). The share price on<br />
<strong>the</strong> exercise date was € 28.60 (2010: € 17.58).<br />
In February 2012 it was intended to grant 60,000 options to Mr De Vries,<br />
30,000 options to Mr Cornelese and 10,000 options to Mr Lock.<br />
40,000 options in <strong>the</strong> 2009 series are reserved for outstanding<br />
performance, a decision on which will be taken in due course. These<br />
options are not included in <strong>the</strong> above statements.<br />
Royal Ten Cate Annual Report 2011 129
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
66.3 Statement of movements in options of management and<br />
management support staff in 2011<br />
Issued on Term until<br />
130 Royal Ten Cate Annual Report 2011<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2010<br />
Exercised<br />
in 2011<br />
Lapsed<br />
in 2011<br />
Outstanding<br />
31-12-2011<br />
Exercisable<br />
31-12-2011<br />
25-02-2003 25-02-2011 48,200 6.18 47,000 1,200 – – –<br />
25-02-2004 25-02-2012 51,600 10.29 43,998 3,600 – 4,002 4,002<br />
22-02-2005 22-02-2013 90,400 15.17 51,400 7,600 – 31,400 31,400<br />
01-03-2006 01-03-2014 125,200 23.63 37,800 12,600 – 74,800 74,800<br />
28-02-2007 28-02-2015 129,000 25.77 28,000 23,500 – 77,500 77,500<br />
05-03-2008 05-03-2016 187,000 22.50 63,000 11,000 2,500 110,500 110,500<br />
03-03-2009 03-03-2019 176,250 11.70 12,000 – 2,750 161,500 –<br />
03-03-2010 03-03-2020 196,500 18.96 – – 11,500 185,000 –<br />
01-03-2011 01-03-2021 206,000 27.38 – – 10,000 196,000 –<br />
1,210,150 283,198 59,500 26,750 840,702 298,202<br />
28-02-2012 28-02-2022 209,500<br />
66.4 Complete statement of movements in options in 2011<br />
Issued on Term until<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2010<br />
Exercised<br />
in 2011<br />
Lapsed<br />
in 2011<br />
Outstanding<br />
31-12-2011<br />
Exercisable<br />
31-12-2011<br />
25-02-2003 25-02-2011 88,200 6.18 87,000 1,200 – – –<br />
25-02-2004 25-02-2012 95,600 10.29 87,998 3,600 – 4,002 4,002<br />
22-02-2005 22-02-2013 152,400 15.17 51,400 57,600 – 43,400 43,400<br />
01-03-2006 01-03-2014 201,200 23.63 37,800 12,600 – 150,800 150,800<br />
28-02-2007 28-02-2015 205,000 25.77 28,000 23,500 – 153,500 153,500<br />
05-03-2008 05-03-2016 267,000 22.50 63,000 11,000 2,500 190,500 190,500<br />
03-03-2009 03-03-2019 276,250 11.70 12,000 – 2,750 261,500 –<br />
03-03-2010 03-03-2020 286,500 18.96 – – 11,500 275,000 –<br />
01-03-2011 01-03-2021 306,000 27.38 – – 10,000 296,000 –<br />
1,878,150 367,198 109,500 26,750 1,374,702 542,202<br />
28-02-2012 28-02-2022 309,500
109,500 options were exercised in 2011 (2010: 84,200). The weighted<br />
average share price on <strong>the</strong> exercise date for share options exercised in<br />
2011 was € 28.99 (€ 21.69).<br />
The fair <strong>value</strong> of <strong>the</strong> share-based payment plans on <strong>the</strong> grant date has<br />
been determined on <strong>the</strong> basis of <strong>the</strong> following input:<br />
2011 2010<br />
Fair <strong>value</strong> on grant date<br />
Price on grant date (15-day average) € 27.12 € 18.27<br />
Exercise price € 27.38 € 18.96<br />
Expected volatility 39.3% 36.9%<br />
Option term 8 jaar 8 jaar<br />
Expected dividend yield 3.00% 2.65%<br />
Risk-free interest rate 2.93% 3.13%<br />
66.5 Share savings plan<br />
All employees in <strong>the</strong> Ne<strong>the</strong>rlands have been given <strong>the</strong> possibility of<br />
participating in <strong>the</strong> share savings plan. The maximum amount per<br />
participant in 2011 was € 1,226 (2010: € 1,226).<br />
The following savings were accumulated <strong>through</strong> this plan:<br />
In 2011: 1,855 (2010: 3,936) shares<br />
Up to 2011: 63,701 (2010: 61,846) shares<br />
66.6 Repurchased shares<br />
In principle <strong>the</strong> Company will repurchase shares in order to prevent any<br />
dilution of earnings per share caused by <strong>the</strong> granting of options.<br />
(number of shares)<br />
2011 2010<br />
Balance as at 1 January 433,256 521,392<br />
Repurchase of own shares 308,820 –<br />
Issued in respect of options – 109,500 – 84,200<br />
Issued in respect of share savings plan – 1,855 – 3,936<br />
Director’s remuneration – 10,000 –<br />
Exchange of physical securities – 400 –<br />
Balance as at 31 December 620,321 433,256<br />
67 PROVISIONS 2011 2010<br />
Guarantees and claims 1.0 1.6<br />
O<strong>the</strong>r items 0.1 –<br />
Balance of provisions as at 31 December 1.1 1.6<br />
The term of <strong>the</strong> provisions exceeds one year.<br />
68 LONG-TERM LIABILITIES 2011 2010<br />
Syndicated loan 267.4 188.8<br />
Loans from subsidiaries 5.7 3.6<br />
Balance as at 31 December 273.1 192.4<br />
The conditions of <strong>the</strong> syndicated loan can be found in note 47 in <strong>the</strong><br />
notes to <strong>the</strong> consolidated balance sheet.<br />
69 SHORT-TERM LIABILITIES 2011 2010<br />
Cash loans, overdrafts 53.6 139.1<br />
Owed to consolidated subsidiaries 2.4 1.1<br />
Trade creditors and o<strong>the</strong>r payables 7.2 8.4<br />
Balance as at 31 December 63.2 148.6<br />
The short-term liabilities are due in less than one year.<br />
Royal Ten Cate Annual Report 2011 131
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
70 AUDITOR’S FEES<br />
The following fees of KPMG Accountants N.V. and <strong>the</strong> o<strong>the</strong>r entities<br />
affiliated to <strong>the</strong> KPMG network have been charged to <strong>the</strong> Group, in<br />
accordance with article 382a Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil<br />
Code.<br />
Fees 2011 2010<br />
in thousands of euros<br />
Examination of <strong>the</strong> financial statements 830 790<br />
O<strong>the</strong>r audit assignments 270 320<br />
O<strong>the</strong>r non-audit services 200 340<br />
Total 1,300 1,450<br />
71 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />
The Company has issued a declaration of liability in accordance with<br />
article 403 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code on behalf of its Dutch<br />
subsidiaries.<br />
The Company forms a tax group toge<strong>the</strong>r with <strong>the</strong> majority of <strong>the</strong> Dutch<br />
subsidiaries for corporation and sales tax. Each of <strong>the</strong>se subsidiaries is<br />
severally liable for <strong>the</strong> tax payable by all <strong>the</strong> companies included in <strong>the</strong><br />
tax group. We also refer to <strong>the</strong> notes in <strong>the</strong> section 53 concerning<br />
contingent liabilities. Guarantees have also been issued for a number of<br />
foreign subsidiaries.<br />
Almelo, 28 February 2012<br />
Executive Board<br />
L. de Vries, Chairman<br />
B.J.H. Cornelese<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 />
R. van Gelder<br />
132 Royal Ten Cate Annual Report 2011
O<strong>the</strong>r information<br />
INDEPENDENT AUDITOR’S REPORT<br />
To <strong>the</strong> General Meeting of Shareholders of Royal Ten Cate<br />
Report on <strong>the</strong> financial statements<br />
We have audited <strong>the</strong> accompanying financial statements 2011 of Royal<br />
<strong>TenCate</strong>, Almelo as set out on pages 76 to 132 of this report.<br />
The financial statements include <strong>the</strong> consolidated financial statements<br />
and <strong>the</strong> company financial statements. The consolidated financial<br />
statements comprise <strong>the</strong> consolidated balance sheet as at 31 December<br />
2011, <strong>the</strong> consolidated profit and loss account, <strong>the</strong> consolidated<br />
statement of comprehensive income, <strong>the</strong> consolidated cash flow<br />
statement and <strong>the</strong> consolidated statement of changes in group equity for<br />
<strong>the</strong> year <strong>the</strong>n ended, and notes, comprising a summary of <strong>the</strong> significant<br />
accounting policies and o<strong>the</strong>r explanatory information. The company<br />
financial statements comprise <strong>the</strong> company balance sheet as at<br />
31 December 2011, <strong>the</strong> company profit and loss account for <strong>the</strong> year <strong>the</strong>n<br />
ended and <strong>the</strong> notes, comprising a summary of <strong>the</strong> accounting policies<br />
and o<strong>the</strong>r explanatory information.<br />
Management’s responsibility<br />
Management is responsible for <strong>the</strong> preparation and fair presentation of<br />
<strong>the</strong> financial statements in accordance with International Financial<br />
Reporting Standards as adopted by <strong>the</strong> European Union and with Part 9<br />
of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code, and for <strong>the</strong> preparation of <strong>the</strong><br />
management board report in accordance with Part 9 of Book 2 of <strong>the</strong><br />
Ne<strong>the</strong>rlands Civil Code. Fur<strong>the</strong>rmore, management is responsible for<br />
such internal control as it determines is necessary to enable <strong>the</strong><br />
preparation of <strong>the</strong> financial statements that are free from material<br />
misstatement, whe<strong>the</strong>r due to fraud or error.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on <strong>the</strong>se financial statements<br />
based on our audit. We conducted our audit in accordance with Dutch<br />
law, including <strong>the</strong> Dutch Standards on Auditing. This requires that we<br />
comply with ethical requirements and plan and perform <strong>the</strong> audit to<br />
obtain reasonable assurance about whe<strong>the</strong>r <strong>the</strong> financial statements are<br />
free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about<br />
<strong>the</strong> amounts and disclosures in <strong>the</strong> financial statements. The procedures<br />
selected depend on <strong>the</strong> auditor’s judgment, including <strong>the</strong> assessment of<br />
<strong>the</strong> risks of material misstatement of <strong>the</strong> financial statements, whe<strong>the</strong>r<br />
due to fraud or error. In making those risk assessments, <strong>the</strong> auditor<br />
considers internal control relevant to <strong>the</strong> entity’s preparation and fair<br />
presentation of <strong>the</strong> financial statements in order to design audit<br />
procedures that are appropriate in <strong>the</strong> circumstances, but not for <strong>the</strong><br />
purpose of expressing an opinion on <strong>the</strong> effectiveness of <strong>the</strong> entity’s<br />
internal control. An audit also includes evaluating <strong>the</strong> appropriateness of<br />
accounting policies used and <strong>the</strong> reasonableness of accounting<br />
estimates made by management, as well as evaluating <strong>the</strong> overall<br />
presentation of <strong>the</strong> financial statements.<br />
We believe that <strong>the</strong> audit evidence we have obtained is sufficient and<br />
appropriate to provide a basis for our audit opinion.<br />
Opinion with respect to <strong>the</strong> consolidated financial statements<br />
In our opinion, <strong>the</strong> consolidated financial statements give a true and fair<br />
view of <strong>the</strong> financial position of Royal <strong>TenCate</strong> as at 31 December 2011<br />
and of its result and its cash flows for <strong>the</strong> year <strong>the</strong>n ended in accordance<br />
with International Financial Reporting Standards as adopted by <strong>the</strong><br />
European Union and with Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code.<br />
Opinion with respect to <strong>the</strong> company financial statements<br />
In our opinion, <strong>the</strong> company financial statements give a true and fair<br />
view of <strong>the</strong> financial position of Royal <strong>TenCate</strong> as at 31 December 2011<br />
and of its result for <strong>the</strong> year <strong>the</strong>n ended in accordance with Part 9 of<br />
Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code.<br />
Report on o<strong>the</strong>r legal and regulatory requirements<br />
Pursuant to <strong>the</strong> legal requirements under Section 2:393 sub 5 at e and f<br />
of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code, we have no deficiencies to report as a<br />
result of our examination whe<strong>the</strong>r <strong>the</strong> management board report, to <strong>the</strong><br />
extent we can assess, has been prepared in accordance with Part 9 of<br />
Book 2 of this Code, and if <strong>the</strong> information as required under Section<br />
2:392 sub 1 at b – h has been annexed. Fur<strong>the</strong>r, we report that <strong>the</strong><br />
management board report, to <strong>the</strong> extent we can assess, is consistent<br />
with <strong>the</strong> financial statements as required by Section 2:391 sub 4 of <strong>the</strong><br />
Ne<strong>the</strong>rlands Civil Code.<br />
Amstelveen, 28 February 2012<br />
KPMG ACCOUNTANTS N.V.<br />
T. van der Heijden RA<br />
Royal Ten Cate Annual Report 2011 133
OTHER INFORMATION<br />
POST BALANCE SHEET EVENTS<br />
There are no events subsequent to <strong>the</strong> reporting date requiring<br />
commentary.<br />
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO<br />
APPROPRIATION OF PROFIT<br />
(Article 27)<br />
General<br />
The authorised capital is divided into ordinary shares.<br />
Summary of <strong>the</strong> provisions of <strong>the</strong> articles of association<br />
1. Profit distributions may only take place to <strong>the</strong> extent that <strong>the</strong> equity<br />
of <strong>the</strong> Company exceeds <strong>the</strong> paid and called-up part of <strong>the</strong> issued<br />
capital plus <strong>the</strong> reserves which must be held by law.<br />
PROPOSED APPROPRIATION OF PROFIT<br />
in millions of euros 2011 2010<br />
Net income 58.7 46.0<br />
Added to o<strong>the</strong>r reserves in accordance with article 27, paragraph 2 of <strong>the</strong> articles of association – 34.5 – 28.5<br />
134 Royal Ten Cate Annual Report 2011<br />
2. With <strong>the</strong> approval of <strong>the</strong> Supervisory Board, <strong>the</strong> Executive<br />
Board is authorised to determine <strong>the</strong> part of <strong>the</strong> profit that<br />
will be reserved.<br />
3. The sum remaining from <strong>the</strong> profit after <strong>the</strong> reservation in<br />
accordance with paragraph 2 is at <strong>the</strong> disposal of <strong>the</strong><br />
general meeting of shareholders.<br />
4. Shares held by <strong>the</strong> Company in its own capital are not taken<br />
into account in calculating <strong>the</strong> appropriation of profit.<br />
5. The dividend payable shall be made payable no later than 30<br />
days after adoption of <strong>the</strong> financial statements by <strong>the</strong><br />
general meeting of shareholders. It shall be made payable<br />
only to <strong>the</strong> authorised persons in whose name <strong>the</strong> shares are<br />
held. Such payments shall discharge <strong>the</strong> Company.<br />
6. A shareholder’s claim for payment shall be time-barred after<br />
a period of five years has elapsed.<br />
24.2 17.5<br />
Net change in <strong>the</strong> legal reserves – 0.5 1.6<br />
23.7 19.1<br />
Undistributed dividend balance from previous year 0.3 0.0<br />
24.0 19.1<br />
Payment of €0.95 and €0.75 dividend to holders of ordinary shares in accordance with article 27 paragraph 3<br />
of <strong>the</strong> articles of association – 24.0 – 18.8<br />
Undistributed dividend balance at year-end, which is transferred to <strong>the</strong> relevant account – 0.3
Ten-year summary<br />
In millions of euros, unless stated o<strong>the</strong>rwise<br />
Figures based on IFRS<br />
Figures based on<br />
Dutch GAAP<br />
2011 2010 2009 2008 2007 2006 2005 2004 2003 2002<br />
CONSOLIDATED<br />
PROFIT AND LOSS ACCOUNT<br />
Revenues<br />
Changes in inventories of finished products and<br />
1,138.8 984.5 842.1 1,032.6 886.0 770.5 686.5 641.0 569.6 602.1<br />
work in progress – 17.1 – 17.8 29.8 – 18.0 – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4<br />
Raw materials and manufacturing supplies 586.3 501.1 391.6 562.0 463.6 402.2 353.8 332.1 280.7 289.9<br />
Work contracted out and o<strong>the</strong>r external expenses 99.5 73.9 63.1 60.7 54.9 34.7 29.3 29.5 28.8 36.4<br />
Personnel costs 205.2 188.0 173.0 190.3 178.3 171.2 161.6 159.7 142.9 151.3<br />
O<strong>the</strong>r operating costs 127.4 119.8 109.2 111.5 98.8 94.0 83.5 78.5 71.5 79.0<br />
Depreciation and impairment 35.0 34.5 33.9 30.7 29.1 22.1 18.6 18.9 18.5 22.9<br />
EBITA 102.5 85.0 41.5 95.4 73.0 51.1 39.2 34.9 29.8 25.0<br />
Amortisation 12.9 10.4 8.8 11.6 3.6 1.0 0.7 0.3 1.1 1.1<br />
OPERATING RESULT (EBIT) 89.6 74.6 32.7 83.8 69.4 50.1 38.5 34.6 28.7 23.9<br />
Net financial expenses – 11.3 – 10.0 – 12.7 – 13.7 – 11.3 – 8.0 – 4.6 – 6 . 8 – 7 . 0 – 12.0<br />
PRE-TAX INCOME 78.3 64.6 20.0 70.1 58.1 42.1 33.9 27.8 21.7 11.9<br />
Profit tax<br />
RESULT AFTER TAX BUT BEFORE RESULT<br />
– 18.7 – 17.9 – 5.6 – 19.1 – 11.9 – 11.4 – 11.5 – 9 . 2 – 5.3 1.7<br />
FROM PARTICIPATING INTERESTS 59.6 46.7 14.4 51.0 46.2 30.7 22.4 18.6 16.4 13.6<br />
Share in net income of associated companies – 1.3 – 1.3 8.7 – 0.3 45.4 8.1 5 . 1 3 . 9 5.4<br />
RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 19.0<br />
Extraordinary items after tax – – – – – – – – – 12.3<br />
RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 31.3<br />
Non-controlling interests 0.4 0.6 0.8 0.1 – 0.1 – 0.1 – – 0.1 – – 0.2<br />
NET INCOME 58.7 46.0 23.9 51.1 46.4 76.0 30.5 23.6 20.3 31.1<br />
Dividend 24.0 18.8 15.0 20.4 18.8 16.2 12.5 10.2 8.5 7.7<br />
EBITA in % of revenues 9.0% 8.6% 4.9% 9.2% 8.2% 6.6% 5.7% 5.4% 5.2% 4.2%<br />
Return on average net capital employed * 13.1% 12.1% 5.7% 13.4% 13.1% 14.4% 15.3% 13.5% 11.7% 9.7%<br />
* Prior to 2007, based on net capital employed at year-end.<br />
i<br />
Royal Ten Cate Annual Report 2011 135
TEN-YEAR SUMMARY<br />
In millions of euros, unless stated o<strong>the</strong>rwise<br />
CONSOLIDATED BALANCE SHEET<br />
136 Royal Ten Cate Annual Report 2011<br />
Figures based on IFRS<br />
Figures based on<br />
Dutch GAAP<br />
2011 2010 2009 2008 2007 2006 2005 2004 2003 2002<br />
Intangible assets 273.0 242.8 203.8 212.1 136.8 12.4 13.8 12.1 10.6 12.8<br />
Tangible fixed assets 221.9 214.2 214.7 247.4 218.1 165.8 161.4 118.8 118.1 130.5<br />
Financial fixed assets 36.8 34.2 45.3 25.1 19.8 18.3 35.2 19.9 11.4 9.2<br />
Total fixed assets 531.7 491.2 463.8 484.6 374.7 196.5 210.4 150.8 140.1 152.5<br />
Inventories 267.9 216.9 155.0 211.5 176.2 157.7 157.5 138.6 110.0 117.4<br />
Receivables 181.1 169.8 116.9 187.7 166.2 128.2 125.0 98.8 91.7 89.8<br />
Securities and cash 22.7 11.6 12.8 5.4 4.8 6.7 4.6 2 . 7 5 . 8 2 . 9<br />
Total current assets 471.7 389.3 284.7 404.6 347.2 292.6 287.1 240.1 207.5 210.1<br />
TOTAL ASSETS 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6<br />
Equity * 465.8 438.5 380.8 366.9 310.1 238.7 181.8 146.5 162.0 152.9<br />
Non-controlling interests 3.7 3.8 4.1 5.1 0.3 0.2 – 0 . 1 0 . 1 0 . 2<br />
Group equity 469.5 442.3 384.9 372.0 310.4 238.9 181.8 146.6 162.1 153.1<br />
Provisions 50.6 32.0 40.5 43.5 40.8 43.8 56.1 52.1 15.6 15.1<br />
Long-term debts 275.1 195.2 192.0 316.2 222.3 63.5 130.2 74.1 82.9 107.0<br />
Banks and short term loans 36.3 57.1 16.3 20.3 12.9 30.4 27.1 24.6 13.9 8.9<br />
O<strong>the</strong>r short-term debts 171.9 162.9 114.8 137.2 135.5 112.5 102.3 93.5 73.1 78.5<br />
TOTAL LIABILITIES 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6<br />
*<br />
With effect from 2003 equity before appropriation of profit.<br />
Group capital/total capital 47% 50% 51% 42% 43% 49% 37% 38% 47% 42%<br />
Acquisitions /(de)consolidations<br />
Investments in tangible and intangible fixed<br />
34.8 24.7 – 3.3 88.1 175.1 – 63.0 40.8 29.2 0.3 1.4<br />
assets 25.7 21.3 17.3 48.0 62.9 43.0 26.2 12.0 16.9 17.0<br />
Depreciation and amortisation 47.9 44.9 42.7 42.3 32.7 23.1 19.3 19.2 19.6 24.0<br />
Number of staff years at year-end 4,353 4,271 3,805 4,437 4,020 3,532 3,578 3,634 3,245 3,278<br />
Number of shares outstanding at year-end<br />
(x 1,000) 25,929 25,502 25,068 23,967 23,556 21,063 20,784 20,472 20,096 19,192<br />
Net earnings per € 2.50 share 2.31 1.84 0.97 2.18 2.04 3.66 1.48 1.17 1.03 1.63<br />
Dividend per share in euro 0.95 0.75 0.60 0.85 0.80 0.70 0.60 0.50 0.43 0.40<br />
Closing price in euro 21.26 28.00 18.43 16.05 21.27 23.21 21.50 13.55 9.02 6.25
SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS<br />
as at 31 December 2011<br />
ADVANCED TEXTILES & COMPOSITES SECTOR<br />
Ten Cate Advanced Textiles bv Nijverdal, Ne<strong>the</strong>rlands<br />
Group activities of <strong>the</strong> <strong>TenCate</strong> Advanced Textiles group in <strong>the</strong> Ne<strong>the</strong>rlands<br />
Ten Cate Protect bv Nijverdal, Ne<strong>the</strong>rlands<br />
Ten Cate Protective Fabrics USA inc Union City (Georgia), USA<br />
Ten Cate Protective Fabrics Canada inc Montreal (Quebec), Canada<br />
Fabrics for professional wear and safety clothing as well as outdoor<br />
applications<br />
Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand<br />
(50.65%)<br />
Fabrics for protective clothing<br />
Ten Cate Advanced Composites bv Nijverdal, Ne<strong>the</strong>rlands<br />
Advanced composites for <strong>the</strong> aircraft industry and antiballistic applications<br />
Ten Cate Advanced Composites USA inc Morgan Hill (California), USA<br />
Phoenixx TPC inc Taunton (Massachusetts), USA<br />
YLA inc Benicia (California), USA<br />
CCS Composites inc Benicia (California), USA<br />
Advanced composites for aerospace and industrial applications<br />
<strong>TenCate</strong> Advanced Armour UK (AML) Swindon, UK<br />
Design and production of vehicle armour materials<br />
Ten Cate Advanced Armour sas Primarette, France<br />
Ten Cate Advanced Armour Danmark a/s Vissenbjerg, Denmark<br />
Advanced ceramics and composites for antiballistic applications<br />
Ten Cate Advanced Armor USA inc Newark (Ohio), USA<br />
Advanced composites for vehicle armour<br />
Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, Denmark<br />
Active protection systems for army vehicles<br />
AML India Private ltd (90%) Noida, India<br />
Design and production of vehicle armour materials<br />
GEOSYNTHETICS & GRASS SECTOR<br />
Ten Cate Geosyn<strong>the</strong>tics North America inc Atlanta (Georgia), USA<br />
Ten Cate Geosyn<strong>the</strong>tics Austria GmbH Linz, Austria<br />
Ten Cate Geosyn<strong>the</strong>tics France sas Bezons, France<br />
Ten Cate Geosyn<strong>the</strong>tics Ne<strong>the</strong>rlands bv Nijverdal, Ne<strong>the</strong>rlands<br />
Ten Cate Geosyn<strong>the</strong>tics Asia sdn bhd Kuala Lumpur, Malaysia<br />
<strong>TenCate</strong> Industrial Zhuhai co ltd<br />
Geosyn<strong>the</strong>tics and industrial fabrics<br />
Zhuhai, China<br />
Ten Cate Geosyn<strong>the</strong>tics sdn bhd (Malaysia) Kuala Lumpur, Malaysia<br />
Ten Cate Geosyn<strong>the</strong>tics (Thailand) ltd Bangkok, Thailand<br />
Ten Cate Geosyn<strong>the</strong>tics pte ltd Singapore<br />
Ten Cate Geosyn<strong>the</strong>tics Italia srl Lazzata, Italy<br />
Ten Cate Geosyn<strong>the</strong>tics (UK) ltd Telford, UK<br />
Ten Cate Geosyn<strong>the</strong>tics sl Madrid, Spain<br />
Ten Cate Geosyn<strong>the</strong>tics Schweiz AG Zurich, Switzerland<br />
Ten Cate Deutschland GmbH Dietzenbach, Germany<br />
Ten Cate Geosyn<strong>the</strong>tics Polska Spzoo Kraków, Poland<br />
Ten Cate Geosyn<strong>the</strong>tics CZ sro Prague, Czech Republic<br />
Ten Cate Geosyn<strong>the</strong>tics Rumania<br />
Sales offi ces<br />
Bucharest, Romania<br />
Ten Cate Thiolon bv Nijverdal, Ne<strong>the</strong>rlands<br />
Ten Cate Thiolon USA inc Dayton (Tennessee), USA<br />
Ten Cate Thiolon Middle East (49%) 1) Syn<strong>the</strong>tic turf components and systems<br />
Dubai, UAE<br />
Ten Cate Thiobac bv Nijverdal, Ne<strong>the</strong>rlands<br />
Backing for syn<strong>the</strong>tic turf systems<br />
GreenFields Holding BV (90%)<br />
GreenFields BV (100%)<br />
Genemuiden, Ne<strong>the</strong>rlands<br />
(subsidiary of GreenFields Holding BV) Genemuiden, Ne<strong>the</strong>rlands<br />
Xtra Grass BV 2) Kampen, Ne<strong>the</strong>rlands<br />
ProCourt Int BV 2) Zederik, Ne<strong>the</strong>rlands<br />
GreenFields Eastern Europe BV (60%) 2) Genemuiden, Ne<strong>the</strong>rlands<br />
GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway<br />
GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland<br />
1<br />
Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has<br />
100% economic ownership.<br />
2) Subsidiary of GreenFields BV<br />
3) Subsidiary of Sou<strong>the</strong>rn Greens BV
GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus<br />
GreenFields West Africa SARL (65%) 2) Cotonou, Benin<br />
GreenFields UK Sports Surfaces Ltd 2) Bolton, UK<br />
GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates<br />
GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia<br />
Sou<strong>the</strong>rn Greens BV (82%) 2) Kampen, Ne<strong>the</strong>rlands<br />
GreenFields Sports & Leisure Pty (55%) 3) Marketing and installation of syn<strong>the</strong>tic turf systems<br />
Pietermaritzburg,<br />
South Africa<br />
TigerTurf NZ, ltd (80%) Auckland, New Zealand<br />
TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia<br />
TigerTurf (UK) ltd (80%) Hartlebury, UK<br />
Tiger Sports Americas inc (80%) Austin (Texas), USA<br />
(all as at 28 April 2010; as at 31 March 2009: 49%)<br />
Marketing and production organisations for syn<strong>the</strong>tic turf systems<br />
Edel Grass bv (50%) Genemuiden, Ne<strong>the</strong>rlands<br />
Marketing and installation of syn<strong>the</strong>tic turf systems<br />
OTHER ACTIVITIES SECTOR<br />
Xennia Technology ltd (78.95%) Letchworth, UK<br />
Specialist inkjet technology for industrial applications<br />
Ten Cate Systems bv Nijverdal, Ne<strong>the</strong>rlands<br />
Development activities<br />
Ten Cate Enbi International bv Brunssum, Ne<strong>the</strong>rlands<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 inc Rochester (New York), 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,<br />
postal sorting machines, ATMs, insulation and heating systems<br />
The operating companies listed here are consolidated in <strong>the</strong> financial statements, with <strong>the</strong> exception<br />
of <strong>the</strong> companies shown as non-consolidated. Some interests of minor relevance to <strong>the</strong> overall<br />
picture have been omitted from <strong>the</strong> list, in accordance with article 379, paragraph 3, Book 2 of <strong>the</strong><br />
Ne<strong>the</strong>rlands Civil Code.<br />
The companies are wholly owned unless stated o<strong>the</strong>rwise.<br />
Ten Cate Assurantiën bv Almelo, Ne<strong>the</strong>rlands<br />
Insurance<br />
Ten Cate Nederland bv Almelo, Ne<strong>the</strong>rlands<br />
Royal Ten Cate USA inc Atlanta (Georgia), USA<br />
Ten Cate USA inc Washington D.C., USA<br />
Ten Cate UK ltd London, UK<br />
Ten Cate France sas 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 />
NON-CONSOLIDATED COMPANIES<br />
Landscape Solutions bv (25%) Goirle, Ne<strong>the</strong>rlands<br />
Marketing and production organisation for syn<strong>the</strong>tic turf for landscaping use<br />
Hellas Construction Inc (30%) Austin (Texas), USA<br />
Production and construction of sports pitches<br />
GreenFields (All Sports) UK Ltd (49%) Stepps, UK<br />
Marketing and installation of syn<strong>the</strong>tic turf systems<br />
Royal Ten Cate Annual Report 2011
Colophon<br />
Text<br />
Royal Ten Cate<br />
Translation<br />
VVH business translations,<br />
Maartensdijk<br />
Concept and realisation<br />
C&F Report Amsterdam B.V.,<br />
Amsterdam<br />
Printing<br />
Lulof Druktechniek B.V.,<br />
Almelo<br />
Operating companies, associated companies and o<strong>the</strong>r interests<br />
Photography<br />
Paul Haverkort<br />
Bram Hendriks<br />
Frans Dekker<br />
Joost van Baars<br />
Marjo Baas<br />
Ton Kuper<br />
Roelof Pot<br />
De Jong Luchtfotografie<br />
Stephen Barnett<br />
Norbert Hekkink<br />
Courtesy © Gulfstream<br />
Courtesy © Staff Sgt. Curt Cashour<br />
Vista landschapsarchitectuur en stedenbouw
Royal Ten Cate<br />
business development & investor relations<br />
F.R. Spaan, corporate director<br />
P.O. Box 58<br />
7600 GD Almelo, The Ne<strong>the</strong>rlands<br />
Telephone +31 (0)546 544 911<br />
Fax +31 (0)546 814 145<br />
www.tencate.com<br />
<strong>TenCate</strong> would like to hear from you.<br />
Please let u s know your views by e-mailing<br />
investorrelations@tencate.com, stating <strong>the</strong><br />
market group or officer you wish to contact.