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<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Royal Ten Cate<br />
‘ Today’s product development<br />
is the basis for tomorrow’s<br />
success.’ Tatjana Topalovic<br />
‘ By co-operating within <strong>TenCate</strong><br />
Protective Fabrics and sharing<br />
each other’s knowledge, we<br />
can leverage scale, synergy<br />
and strength in the market.<br />
With every opportunity that<br />
arises, we can see the added<br />
value made possible by<br />
this worldwide teamwork.’<br />
Tara Glover<br />
‘ Our R&D specialists work intensively<br />
with the leading knowledge<br />
carriers, including our suppliers,<br />
customers, institutions and universities.<br />
As a result, we have an international<br />
R&D machine that enables<br />
us to innovate more efficiently<br />
every time. That’s what makes the<br />
difference!’ Robert Lenferink<br />
PEOPLE THAT MAKE THE DIFFERENCE<br />
‘ All the parties<br />
involved have made<br />
a positive contribution<br />
to this special<br />
project. It’s a good<br />
demonstration of<br />
professional skill<br />
and co-operation.’<br />
Raymond Veldhuis
WE WANT TO BE KNOWN FOR THE DIFFERENCE WE MAKE, THIS IS THE FOCUS OF OUR TAGLINE<br />
‘Materials’ best describes all our<br />
products. Our materials are at the<br />
crossroads of textile technology<br />
and chemical processes.<br />
We play an active role, contributing<br />
to progress in our industries.<br />
We bring measurable benefits to our customers<br />
through the functionality of our materials.<br />
Commercial overview
Commercial overview as<br />
ADVANCED TEXTILES<br />
& COMPOSITES SECTOR<br />
PROTECTIVE & OUTDOOR FABRICS<br />
◾ <strong>TenCate</strong> Protective Fabrics Europe/Asia<br />
◾ <strong>TenCate</strong> Protective Fabrics USA<br />
◾ <strong>TenCate</strong> Technical Fabrics<br />
Protective and safety fabrics for applications in<br />
specialist professions and industry and for outdoor<br />
applications<br />
AEROSPACE & ARMOUR<br />
COMPOSITES<br />
◾ <strong>TenCate</strong> Advanced Composites<br />
◾ <strong>TenCate</strong> Advanced Armour<br />
Composites for applications in the aerospace<br />
industry, bullet-, needle- and fragment-proof<br />
materials and specialist industrial applications<br />
GEOSYNTHETICS<br />
& GRASS SECTOR<br />
at 31 December <strong>2007</strong><br />
The division into market groups is based on the clustering of operating companies which co-operate intensively in the field of production technology,<br />
research and development, marketing and sales. These market groups are combined into sectors. A complete overview of the legal entities which make<br />
up the Group can be found on the inside back cover.<br />
◾ Countries where <strong>TenCate</strong><br />
is established or represented<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
GEOSYNTHETICS<br />
◾ <strong>TenCate</strong> Geosynthetics<br />
Synthetic fabrics, nonwovens and grids for<br />
applications in civil engineering, the environmental<br />
market, the construction industry, agriculture,<br />
sport and recreation<br />
GRASS<br />
◾ <strong>TenCate</strong> Thiolon<br />
◾ <strong>TenCate</strong> Thiobac<br />
Artificial grass systems and components for<br />
top-flight sports and recreational and landscape<br />
applications<br />
TECHNICAL COMPONENTS /<br />
HOLDING & SERVICES SECTOR<br />
In addition to the holding activities, this sector<br />
includes <strong>TenCate</strong> Enbi.<br />
TENCATE ENBI<br />
(Technical) rollers and components based on<br />
rubber and foam technology for paper transport<br />
and image transfer in printers, copiers, fax<br />
machines, postal sorting machines, automated<br />
teller machines, insulation and heating systems<br />
and technical applications
Profile<br />
Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />
company which combines textile technology<br />
with related chemical processes in the development,<br />
production and marketing of functional<br />
materials. Various market applications<br />
are created around this technological basis.<br />
Within the strategic core activities, <strong>TenCate</strong><br />
presents itself as a developer and producer of<br />
specialist materials with high-quality, functional<br />
characteristics. <strong>TenCate</strong> stimulates and<br />
structures technological innovation and<br />
product and process development in such a<br />
way as to occupy long-term leading positions<br />
in markets.<br />
Materials that make a difference means that<br />
<strong>TenCate</strong> produces materials that are distinctive.<br />
<strong>TenCate</strong> develops high-quality, functional<br />
solutions jointly with partners and end-users.<br />
<strong>TenCate</strong> materials must be advanced, offering<br />
greater added value. <strong>TenCate</strong> materials are<br />
mainly used for:<br />
◾ safety and protection;<br />
◾ aerospace;<br />
◾ sport and recreation;<br />
◾ infrastructure and the environment.<br />
<strong>TenCate</strong> employs over 4,000 people worldwide<br />
and strives to operate in an ethically and<br />
socially responsible way. On this basis it<br />
encourages employees to be both proactive<br />
and enterprising. It thereby demonstrates its<br />
ambition to achieve progress for all stakeholders.<br />
Geographic breakdown of sales in <strong>2007</strong><br />
in per cent<br />
◾ By destination<br />
◾ By origin<br />
50<br />
45<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
NETHERLANDS<br />
BELGIUM<br />
GERMANY<br />
UNITED KINGDOM<br />
FRANCE<br />
AUSTRIA<br />
ITALY<br />
OTHER EU<br />
OTHER EUROPE<br />
USA + CANADA<br />
REST OF THE WORLD<br />
ASIA
<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Royal Ten Cate<br />
Commercial overview Inside cover<br />
Profile Inside cover<br />
Financial highlights 3<br />
Key developments in <strong>2007</strong> 4<br />
Evaluation of action plans 5<br />
Actions for 2008 6<br />
Vision, mission, strategy and objectives 7<br />
Foreword by the Chairman of the Executive Board 8<br />
The <strong>TenCate</strong> share 10<br />
The power of innovation 13<br />
<strong>Report</strong> of the Supervisory Board 15<br />
Corporate governance 18<br />
The Boards 20<br />
<strong>Report</strong> of the Executive Board 22<br />
General 22<br />
Financial performance 24<br />
SWOT analysis 27<br />
Risk management 27<br />
Information technology 34<br />
Personnel & Organisation 34<br />
Socially responsible enterprise 36<br />
Post balance sheet events 40<br />
Outlook 41<br />
Sector reports 42<br />
Advanced Textiles & Composites 44<br />
Geosynthetics & Grass 54<br />
Technical Components / Holding & Services 64<br />
Financial statements <strong>2007</strong> 69<br />
Other information 126<br />
Ten-year summary 130<br />
List of operating companies and associated companies Outside backcover<br />
Colophon Outside backcover
EBITA AND NET PROFIT<br />
in millions of euros<br />
◾ Operating result before amortisation<br />
(EBITA)<br />
◾ Net profit *<br />
81<br />
72<br />
63<br />
54<br />
45<br />
36<br />
27<br />
18<br />
9<br />
0<br />
2003 2004 2005 2006 <strong>2007</strong><br />
PER-SHARE DATA<br />
in euros<br />
◾ Cash flow *<br />
◾ Net profit *<br />
◾ Dividend<br />
3.6<br />
3.2<br />
2.8<br />
2.4<br />
2.0<br />
1.6<br />
1.2<br />
0.8<br />
0.4<br />
0.0<br />
2003 2004 2005 2006 <strong>2007</strong><br />
* Excluding result from divested activities and exceptional income (<strong>2007</strong>: € 3.1 million net).<br />
2 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
REVENUES BY SECTOR<br />
in millions of euros<br />
◾ Advanced Textiles & Composites<br />
◾ Geosynthetics & Grass<br />
◾ Technical Components/Holding & Services<br />
540<br />
480<br />
420<br />
360<br />
300<br />
240<br />
180<br />
120<br />
60<br />
0<br />
2003 2004 2005 2006 <strong>2007</strong><br />
EBITA PER SECTOR<br />
in millions of euros<br />
◾ Advanced Textiles & Composites<br />
◾ Geosynthetics & Grass<br />
◾ Technical Components/Holding & Services<br />
48<br />
42<br />
36<br />
30<br />
24<br />
18<br />
12<br />
6<br />
0<br />
– 6<br />
2003 2004 2005 2006 <strong>2007</strong>
Financial highlights<br />
In millions of euros, unless stated otherwise<br />
PROFIT AND LOSS ACCOUNT <strong>2007</strong> 2006<br />
Revenues 886.0 770.5<br />
Operating result before depreciation and amortisation (EBITDA) 102.1 73.2<br />
Operating result before amortisation (EBITA) 73.0 51.1<br />
Operating result before amortisation as % of revenues 8.2% 6.6%<br />
Operating result (EBIT) 69.4 50.1<br />
Net profit 46.4 76.0<br />
Net profit excluding result from divested activities and exceptional income * 43.0 34.0<br />
BALANCE SHEET AND RETURN<br />
Net capital employed 585.0 375.7<br />
EBITA as % of net average capital employed 15.2% 13.3%<br />
Net interest-bearing debt 230.4 87.2<br />
CASH FLOW<br />
Cash fl ow from operating activities 27.8 45.2<br />
Net investments / divestments of fixed assets – 51.8 – 38.5<br />
Free cash fl ow – 24.0 6.7<br />
Net acquisition / disposal of operating companies and associated companies – 175.1 62.7<br />
OUTSTANDING SHARES (X 1,000)<br />
Average number of outstanding shares 22,797 20,749<br />
Number of outstanding shares at year-end 23,556 21,063<br />
PER-SHARE DATA<br />
Net profit 2.04 3.66<br />
Net profit excluding result on divested activities and exceptional income * 1.89 1.64<br />
Cash flow excluding result on divested activities and exceptional income * **<br />
3.32 2.75<br />
Dividend 0.80 0.70<br />
Equity 13.16 11.33<br />
EMPLOYEES<br />
Number of staff years at year-end 4,020 3,532<br />
*<br />
<strong>2007</strong>: concerns in particular income from sale of real estate and associated charges: € 3.1 million net.<br />
** Including book profit on sale of Synbra and Ten Cate Plasticum.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
3<br />
**
Key developments in <strong>2007</strong><br />
◾ Group revenues grew to € 886 million.<br />
Revenue growth in the strategic core<br />
activities totalled 21%, including 16%<br />
organic growth.<br />
◾ EBITA increased 43% to € 73 million.<br />
The organic growth amounted to 29%.<br />
The growth was achieved in particular as<br />
a result of the strong results in safety<br />
fabrics for military applications, rescue<br />
services and professional wear.<br />
◾ Continuing growth in the EBITA margin to<br />
8.2%, particularly as a result of cost control<br />
and higher added value in the product<br />
portfolio.<br />
◾ The net profit excluding the result from<br />
divested activities and exceptional<br />
income grew 26.5% to € 43.0 million.<br />
◾ High sales of military orders in the US<br />
for fire-resistant fabrics (<strong>TenCate</strong><br />
Defender M).<br />
4 Royal Ten Cate nv <strong>Annual</strong> report <strong>2007</strong><br />
◾ Lower earnings from artificial grass (on<br />
an organic basis) due to start-up costs for<br />
substantial capacity increases and adjustments<br />
to logistics processes; strong contribution<br />
from <strong>TenCate</strong> Thiolon Middle<br />
East.<br />
◾ The market for geosynthetics in the US,<br />
the largest geographic market for <strong>TenCate</strong><br />
Geosynthetics in volume terms, is under<br />
pressure. As a result, margins are lower.<br />
Developments in the rest of the world<br />
market are favourable.<br />
◾ 10% share issue and increase in the<br />
financing facility at the beginning of <strong>2007</strong><br />
to finance the acquisition of Roshield and<br />
Mattex (<strong>TenCate</strong> Thiolon Middle East) and<br />
possible future acquisitions.<br />
◾ Completion of the acquisition of Roshield<br />
(February) and announcement of the<br />
acquisition of Composix (December).<br />
These considerably strengthen <strong>TenCate</strong>’s<br />
position in the vehicle armour market and<br />
increase its growth potential.<br />
Composix<br />
At the beginning of 2008, the <strong>TenCate</strong> Aerospace & Armour Composites group acquired Composix, a leading company in the fast-<br />
growing American armour market. Composix produces advanced armour solutions for the protection of vehicles, aircraft, vessels<br />
and military personnel. The company enjoys an excellent reputation as a developer of revolutionary concepts. Composix is now a<br />
major partner of the US Army and related producers. The acquisition of Composix is a major step in the implementation of the<br />
strategy aimed at further growth in the world’s largest armour market.<br />
◾ Strengthening of the position in the artificial<br />
grass market through the acquisition<br />
of Mattex (<strong>TenCate</strong> Thiolon Middle East)<br />
in April and intensive strategic and commercial<br />
co-operation with market participants.<br />
◾ Acquisition of Phoenixx (July). This is an<br />
important technological acquisition,<br />
because it includes the acquisition of UD<br />
technology (unidirectional composites).<br />
That is important for further increasing<br />
the use of composites in civil aviation.<br />
The technology also offers attractive<br />
potential in oil extraction (drill pipes).
Evaluation of action plans<br />
Evaluation of action plans for <strong>2007</strong> announced<br />
in the 2006 annual report.<br />
◾ Buy & build – fix it/exit<br />
The buy & build policy was implemented<br />
energetically by means of the various<br />
acquisitions made in <strong>2007</strong>.<br />
The measures taken in the artificial grass<br />
business – apart from the acquisition<br />
made – did not contribute sufficiently to<br />
the required restoration of profitability.<br />
<strong>TenCate</strong>, together with partners, aims to<br />
achieve a general improvement in the<br />
quality of artificial grass systems. Good<br />
progress was made with the development<br />
of the system approach, in which attention<br />
is focused on the sport characteristics<br />
of the overall artificial grass system.<br />
<strong>TenCate</strong> has acquired important patents<br />
which are necessary to achieve this<br />
objective. These form the basis for the<br />
development of a new generation of artificial<br />
grass systems.<br />
The process of concentrating production<br />
at Nijverdal-Noord will take several years,<br />
due partly to the necessary permits and<br />
organisational and technological developments.<br />
The expansion of the capacity of <strong>TenCate</strong><br />
Aerospace & Armour Composites was<br />
completed. This is important partly for<br />
the resumption of supplies to Airbus,<br />
including for the A380 (<strong>TenCate</strong> in the<br />
Netherlands) and future developments at<br />
Boeing (<strong>TenCate</strong> in the United States).<br />
◾ Knowledge protection<br />
Knowledge protection is a constant action<br />
point. <strong>TenCate</strong> made progress in acquiring<br />
important strategic knowledge during the<br />
financial year. Examples include the cooperation<br />
with third parties in digital finishing<br />
processes, patents for new artificial<br />
grass solutions and the acquisition of<br />
UD technology in the field of composites.<br />
◾ Creating conditions for revenue growth in<br />
Asia<br />
When developing sales in Asia, <strong>TenCate</strong><br />
must be mindful of the need to protect its<br />
technological knowledge and market position<br />
elsewhere in the world.<br />
Major progress was made with the construction<br />
of a new plant for geosynthetics<br />
in Zhuhai (China). This plant will be operational<br />
in the course of 2008. Contacts<br />
were also established with local market<br />
participants. These must now be developed<br />
strategically and commercially.<br />
◾ Promotion of innovative developments<br />
The annual ‘Competition and Innovation<br />
Monitor’, a survey conducted by Erasmus<br />
University in Rotterdam, led to another<br />
innovation award being conferred on<br />
<strong>TenCate</strong>. It received the designation of<br />
‘most innovative company’, both technologically<br />
and socially.<br />
◾ Management development<br />
In addition to personalised guidance and<br />
support, <strong>TenCate</strong> provides training programmes<br />
for groups of potential managers.<br />
The ‘<strong>TenCate</strong> Active Programme’,<br />
conducted jointly with TSM Business<br />
School, was launched in <strong>2007</strong>. This programme<br />
proved extremely successful and<br />
was viewed as very stimulating.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
5
Actions for 2008<br />
◾ Consolidation of the strategic positions<br />
secured as a result of the acquisitions<br />
made in <strong>2007</strong> and at the beginning of<br />
2008. The acquired companies are intended<br />
to strengthen the product, market and<br />
technology positions. It is important to<br />
operate on the basis of a single concept<br />
and a single integrated market group.<br />
◾ Further implementing the policy in the<br />
Grass group, which is focused on raising<br />
the quality of artificial grass systems.<br />
Attention will also be devoted to the<br />
price/quality ratio of the worldwide product<br />
portfolio. The commercial and operational<br />
measures (such as process control<br />
and operational excellence) are intended<br />
to deliver greater customer satisfaction<br />
and a higher profit contribution.<br />
6<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
◾ Further development of digital textile finishing<br />
should be seen in 2008. In co-operation<br />
with Xennia, the aim is to devise<br />
specific ideas for improved products and/<br />
or product innovations.<br />
◾ Continued focus on sustainability and on<br />
communication with stakeholders on sustainability<br />
based on concrete actions and<br />
the sustainable characteristics of our<br />
product/market combinations.<br />
◾ Control of growth in working capital. It is<br />
important to maintain a tight liquidity policy<br />
having regard to the available liquidity<br />
headroom and the company’s growth<br />
objectives.<br />
◾ Combining purchasing flows where possible<br />
and desirable. Purchasing is part of<br />
the strategic concept in our value chain<br />
model. This process must be further optimised.<br />
◾ Development of management competences<br />
for a growing company with worldwide<br />
operations.<br />
◾ In 2008 the group companies worldwide<br />
will be connected to Global Active Directory.<br />
The IT organisation for corporate<br />
applications will be strengthened.
Vision, mission, strategy and objectives<br />
VISION<br />
A characteristic feature of our activities is the<br />
major influence of technology. For the production<br />
of new materials, <strong>TenCate</strong> will be able to<br />
draw additionally on technological developments<br />
which lie outside its core area. Textile,<br />
chemical and materials technology will develop<br />
into materials science. This will give rise<br />
to new functional materials to replace the<br />
existing materials. The materials and systems<br />
will be available for use in existing and new<br />
product/market combinations. On the basis of<br />
their specific characteristics and functionalities,<br />
they will make a positive contribution to<br />
the developments and performance in the<br />
industries in which we operate.<br />
<strong>TenCate</strong>’s future will to a large extent be<br />
determined by social themes, such as the<br />
increased need for security and protection,<br />
water management, energy consumption and<br />
the environment.<br />
MISSION<br />
<strong>TenCate</strong> strives for leadership in growing<br />
markets for specialist, functional materials.<br />
To that end the company uses its broad technological<br />
base, the individual skills of the<br />
employees and a strong position in the value<br />
Materials science<br />
Materials science is an interdisciplinary field which has interfaces with chemistry, mechanics, mechanical engineering, civil and<br />
electrical engineering and physics. It forms the relationship between production processes, performance, characteristics and the<br />
structure of materials. With the increasing attention being devoted to nanotechnology, materials science has developed into one of<br />
the main research areas at university level.<br />
chain. By developing solutions, <strong>TenCate</strong><br />
creates advances in the market sectors in<br />
which it operates. The added value for customers<br />
and end-users results in more highly<br />
rated products and profitable growth for the<br />
company. That also creates value for shareholders.<br />
<strong>TenCate</strong> strives for an internal culture based<br />
on professionalism, openness, efficiency,<br />
enthusiasm and respect. The core values of<br />
the company are based on entrepreneurship,<br />
innovative capability and a focus on results.<br />
STRATEGY<br />
Our strategy, which is characterised by market<br />
leadership, value chain management, a<br />
focus on specialist materials, growth (buy &<br />
build) and a balanced portfolio of products<br />
and strategic activities, has been enhanced<br />
with the inclusion of the following:<br />
◾ investment in fast-growing markets and/<br />
or specific material applications<br />
◾ investment in complementary technologies<br />
◾ achievement of critical mass and strategic<br />
coherence between activities.<br />
FINANCIAL OBJECTIVES<br />
◾ The net capital employed must generate a<br />
sufficient return. The operating result<br />
before amortisation as a percentage of<br />
net capital employed must be at least<br />
15%;<br />
◾ The financial position must be sufficiently<br />
solid. The ratio of net interest-bearing<br />
debt to operating result before amortisation<br />
and depreciation (EBITDA) must be<br />
structurally lower than 2.5;<br />
◾ The long-term growth of net earnings per<br />
share before amortisation must be at<br />
least 10%;<br />
◾ An appropriate profit margin must be<br />
achieved. The EBITA margin should gradually<br />
rise to at least 10%.<br />
Production<br />
Structure<br />
Performance<br />
Characteristics
Foreword by the Chairman<br />
of the Executive Board<br />
DEVELOPMENTS AND RESULTS<br />
Our buy & build policy was a central feature<br />
once again in <strong>2007</strong>. In strategic terms we<br />
were highly successful during the year. Major<br />
strategic developments took place both in our<br />
artificial grass activities and in the field of<br />
antiballistic composites. The acquisitions further<br />
strengthened our position in the value<br />
chain.<br />
<strong>TenCate</strong> considerably strengthened its position<br />
in vehicle armour this year, both in Europe<br />
and in the United States, with the acquisitions<br />
of Roshield and Composix. Vehicle<br />
armour is considered to be a growth market.<br />
Another notable development in <strong>2007</strong> was the<br />
exceptional growth in revenues from fire-resistant<br />
fabrics for use by the US Army.<br />
Products were developed to meet the specifications<br />
of the end-user, an area in which<br />
<strong>TenCate</strong> occupies a distinctive position.<br />
In this case it is quite appropriate to speak of<br />
‘materials that make a difference’.<br />
The <strong>2007</strong> picture was mixed. While some<br />
business units recorded remarkable revenues<br />
and profit growth, others lagged behind. In<br />
our artificial grass activities, the major expansion<br />
of production in the Netherlands and the<br />
8<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
US and the acquisition of Mattex has not yet<br />
resulted in satisfactory earnings growth. The<br />
improvement will be gradual, taking into<br />
account commercial relationships and our<br />
links with other parties in the value chain.<br />
<strong>TenCate</strong> Thiolon Middle East performed in<br />
line with our expectations.<br />
The market for geosynthetics in the US fell<br />
short of expectations, putting downward<br />
pressure on our earnings. Conditions elsewhere<br />
in the world were more favourable.<br />
Further progress was made with the integration<br />
of the activities of <strong>TenCate</strong> Geosyn thetics<br />
Europe.<br />
The 16% organic growth in revenues from our<br />
core businesses was inhibited by the developments<br />
referred to above, particularly in artificial<br />
grass and geosynthetics. In the mediumterm,<br />
however, these will be attractive<br />
markets offering <strong>TenCate</strong> good growth opportunities<br />
worldwide, partly in view of the<br />
strengthening of our strategic positioning.<br />
Net profit excluding the result from divested<br />
activities and exceptional income grew 26.5%<br />
to € 43.0 million. <strong>TenCate</strong> is therefore continuing<br />
the growth trend of previous years.<br />
INNOVATION<br />
Innovation is part of our long-term outlook<br />
and one of the pillars of our value chain management<br />
model. Hence we are fully engaged<br />
in generating tomorrow’s growth. This is also<br />
evident from the very high level of investments<br />
in <strong>2007</strong>, amounting to approximately<br />
€ 63 million. Acquisitions are also giving us<br />
access to new technologies, with which we<br />
are accelerating developments and achieving<br />
growth. An example is the acquisition of<br />
Phoenixx in the United States.<br />
Knowledge development and protection are<br />
an important area of attention. A number of<br />
development projects, including digital finishing<br />
processes (DigiTex), offer bright prospects.<br />
The focus on technological developments<br />
is necessary in order for us to maintain<br />
a leading position in our core markets in the<br />
future.<br />
Our technology focus has not gone unnoticed,<br />
as is evidenced by the various awards conferred<br />
on <strong>TenCate</strong>. One of these is the Erasmus<br />
Innovation Award 2006/<strong>2007</strong>. The image<br />
which this creates is important for <strong>TenCate</strong> as<br />
a development partner.
COST CONTROL<br />
As a result of our worldwide market position,<br />
<strong>TenCate</strong> must maintain a sharper focus on<br />
costs, particularly with regard to the European<br />
production sites. This is partly due to the<br />
strong relative rise in the value of the euro,<br />
especially against the US dollar. Cost control<br />
is also one of the pillars of our strategic model<br />
and one in which we have developed a certain<br />
expertise.<br />
In most European countries it is more difficult<br />
to switch rapidly to a lower cost platform than<br />
elsewhere in the world. In the Netherlands,<br />
major developments are taking place to combine<br />
production as far as possible, making use<br />
of new sustainable technologies. Among other<br />
things, this leads to considerably lower energy<br />
and environmental costs. It is nevertheless<br />
a process that will take several years.<br />
STAKEHOLDERS<br />
In line with the prevailing stock market conditions,<br />
particularly in the mid- and small-caps<br />
segment, the price trend in <strong>2007</strong> was disappointing<br />
overall. The major strategic developments<br />
have not yet resulted in a positive valuation.<br />
However, the way is open for further<br />
growth, in view of our positioning and the<br />
expectations for the market. Moreover, on the<br />
basis of our strategic concept we will continue<br />
to look for companies which supplement<br />
and strengthen our international market,<br />
product and technology positions.<br />
We will endeavour to persuade shareholders<br />
of the importance of long-term objectives for<br />
growth and technological developments. With<br />
a view to our future growth, the necessary<br />
financial scope must be provided for favourable<br />
developments within our strategic portfolio<br />
approach.<br />
The profit growth achieved would not have<br />
been possible without the commitment of<br />
many people. <strong>TenCate</strong> has attained a higher<br />
level in terms of both revenues and market<br />
positioning. The current market approach,<br />
which is focused far more on solutions and<br />
systems than on products, demands different<br />
competences and skills from personnel and<br />
management. It is a major challenge to manage<br />
the growth appropriately and further<br />
develop the right skills on an operational<br />
level.<br />
<strong>TenCate</strong> is a company with considerable<br />
potential, with people who have a passion to<br />
perform and an innate entrepreneurial spirit.<br />
On the basis of the developments detailed<br />
above and the acquisitions made, continuing<br />
profit growth is expected.<br />
L. de Vries<br />
Chairman of the Executive Board<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 9
The <strong>TenCate</strong> share<br />
Source: NYSE Euronext<br />
ISIN code: NL 0000375731<br />
Reuters code: NTCN.AS<br />
Bloomberg code: KTC.NA<br />
◾ KTC<br />
◾ AEX<br />
◾ AScX<br />
AS AT 31 DECEMBER<br />
Number of ordinary<br />
shares in issue *<br />
Par value<br />
Highest price<br />
Lowest price<br />
Closing price<br />
Net earnings per share **<br />
<strong>2007</strong> 2006<br />
23,591,686 21,069,546<br />
€ 2.50 € 2.50<br />
€ 34.05 € 24.84<br />
€ 19.92 € 18.65<br />
€ 21.27 € 23.21<br />
€ 1.89 € 1.64<br />
Dividend per share<br />
*<br />
Fully diluted.<br />
€ 0.80 € 0.70<br />
** Excluding result from divested activities and exceptional<br />
10<br />
income.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
152.5<br />
145.0<br />
137.5<br />
130.0<br />
122.5<br />
115.0<br />
107.5<br />
100.0<br />
92.5<br />
85.0<br />
77.5<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OKT NOV DEC<br />
INVESTOR RELATIONS OBJECTIVE<br />
<strong>TenCate</strong> conducts an active investor relations<br />
policy with the aim of establishing a wide<br />
international reputation for the company in<br />
terms of its profile, strategy and results.<br />
Although a large proportion of <strong>TenCate</strong> shares<br />
are held by institutional investors, we also<br />
devote attention to private investors. We aim<br />
to maintain regular contact with existing and<br />
potential shareholders. There has been a further<br />
increase in the number of foreign roadshows,<br />
conferences and individual contacts<br />
with investors.<br />
Because our products have specialist applications<br />
in niche markets, we endeavour to provide<br />
the fullest possible information on the<br />
underlying developments. Although there is a<br />
wide range of applications, it is important to<br />
highlight our organisation’s focus on technology,<br />
knowledge and skill and to present<br />
<strong>TenCate</strong> as an integrated, multinational company.<br />
COMMUNICATION POLICY<br />
We strive for a transparent communication<br />
policy and aim to improve it constantly. That<br />
is reflected among other things in the further<br />
rise in the assessment of our reporting.
Geographical spread of shareholdings<br />
in percentage<br />
◾ The Netherlands<br />
◾ Belgium/Luxembourg<br />
◾ United Kingdom<br />
◾ USA/Canada<br />
◾ Others<br />
<strong>2007</strong><br />
52%<br />
23%<br />
5%<br />
12%<br />
8%<br />
2006<br />
52%<br />
20%<br />
5%<br />
11%<br />
12%<br />
<strong>TenCate</strong> has a well-diversified shareholder base.<br />
Although the strategic markets in which<br />
<strong>TenCate</strong> operates show differences in terms<br />
of dynamics and market structure, there are<br />
also important similarities. The way in which<br />
we operate strategically within these markets<br />
follows the same principles. In our communication<br />
we provide detailed information on<br />
underlying market developments and the performance<br />
and prospects of the various market<br />
areas.<br />
In order to provide greater insight into the<br />
nature of the projects in which <strong>TenCate</strong> is<br />
represented, we endeavour to draw attention<br />
to our activities through free publicity. We<br />
also carry out targeted advertising and sponsorship<br />
activities.<br />
LISTING<br />
The <strong>TenCate</strong> share is listed on NYSE Euronext<br />
Amsterdam. A number of banks and securities<br />
houses are actively involved in trading in the<br />
share. As at 31 December <strong>2007</strong> there were<br />
23,556,158 outstanding ordinary shares, each<br />
of a par value of € 2.50. The closing price of<br />
the share at the end of December <strong>2007</strong> was<br />
€ 21.27.<br />
SHAREHOLDERS<br />
<strong>TenCate</strong> strives for an international spread of<br />
institutional and other shareholders. The area<br />
we cover with our roadshows has been further<br />
expanded. The aim is also to achieve a<br />
certain balance between investors with shortterm<br />
and longer-term horizons. The private<br />
investor is important for <strong>TenCate</strong> too (15% of<br />
the shares is in private hands) and is informed<br />
by means of specific activities.<br />
<strong>TenCate</strong> has a well diversified shareholder<br />
base. There is still a concentration of shareholders<br />
in the United Kingdom, but a good<br />
level of interest is also evident among US<br />
investors.<br />
Apart from the holdings notified through the<br />
Netherlands Authority for the Financial Markets<br />
(AFM), a number of institutional investors<br />
have significant holdings (< 5%) in Ten-<br />
Cate. These are mostly specialist small-cap<br />
investment funds. Approximately 50 institutional<br />
investors in <strong>TenCate</strong> shares are known<br />
to the company.<br />
DISCLOSURE OF MAJOR HOLDINGS<br />
IN LISTED COMPANIES ACT<br />
The register maintained by the AFM in connection<br />
with the disclosure of major holdings<br />
in listed companies contains details of the fol-<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 11
lowing investors (percentages based on AFM<br />
returns or recent returns by the respective<br />
shareholders):<br />
Kempen Capital Management N.V. 11.21%<br />
Schroders plc 9.7%<br />
WAM Acquisitions GP, Inc. 8.7%<br />
Aviva plc. (Delta Lloyd) 5,9%<br />
Source: AFM, as at 26 February <strong>2007</strong>.<br />
OPTION PLAN, SHAREHOLDINGS<br />
OF PERSONNEL AND EXECUTIVE<br />
BOARD<br />
Details of the option plan for managers and<br />
members of the Executive Board can be found<br />
on page 121 of this report. The shares repurchased<br />
by the company are connected with<br />
the coverage of granted options, which have<br />
become fully vested.<br />
Changes in the number of outstanding shares<br />
Number at end of 2006<br />
Issue of shares<br />
Increase in share capital as a result of stock dividend<br />
Number at end of <strong>2007</strong><br />
Possible increase as a result of options<br />
Shares repurchased for options and share savings plan<br />
Fully diluted<br />
12<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
The Executive Board and the employees hold<br />
a total of 147,881 <strong>TenCate</strong> shares. The members<br />
of the Supervisory Board hold no <strong>TenCate</strong><br />
shares.<br />
Details of the company’s shares and options<br />
held by members of the Executive Board can<br />
be found on pages 117 and 122 of this report.<br />
DIVIDEND POLICY<br />
There are opportunities for <strong>TenCate</strong> in the<br />
strategic markets. It is expected that the<br />
growth will be continued in the years ahead.<br />
There will also be new technological developments.<br />
Our preference is as far as possible to<br />
finance our growth internally and retain a<br />
sound financial basis. Investments are expected<br />
to remain above the level of depreciation<br />
in the forthcoming years (see financial objectives).<br />
21,063,292<br />
2,106,329<br />
386,537<br />
23,556,158<br />
591,402<br />
– 555,874<br />
23,591,686<br />
The dividend policy is based on a payout of<br />
approximately 40% of the profit. Shareholders<br />
are offered a choice of cash or shares<br />
charged to the share premium reserve.<br />
It is proposed to set the dividend in respect of<br />
<strong>2007</strong> at € 0.80 per € 2.50 par value share,<br />
payable in cash or in the form of a stock dividend.<br />
The value of the stock dividend will be<br />
as close as possible to the cash dividend, subject<br />
to rounding.<br />
Important dates in 2008<br />
Publication of <strong>2007</strong><br />
full-year figures 27 February<br />
<strong>Annual</strong> General Meeting<br />
of Shareholders 3 April<br />
Ex-dividend date 7 April<br />
Record date for dividend eligibility 9 April<br />
Option period for cash<br />
or stock dividend 10 to 25 April inclusive<br />
Payment of cash dividend;<br />
delivery of shares (stock) 2 May<br />
First-quarter figures 2008 29 April<br />
Half-year figures 2008 20 August<br />
Third-quarter figures 2008 30 October
The power of innovation<br />
SUCCESSFUL INNOVATION<br />
Innovation is one of the four cornerstones of<br />
our value chain management model. This<br />
forms our strategic reference framework. Ten-<br />
Cate has long been able to reinvent itself and<br />
chart a new course at the appropriate time.<br />
For successful innovation it is important to<br />
focus on technology and applications. We<br />
expressly opt for product/market combinations<br />
in which functional specifications for<br />
materials play a crucial role.<br />
Successful innovation is a creative process. It<br />
must also be focused on those characteristics<br />
and requirements that play a distinguishing<br />
role in the specific applications in which our<br />
products will potentially be used. Over the<br />
years, <strong>TenCate</strong> has secured distinctive positions<br />
in strategic markets by exercising effective<br />
control of this process. The innovation<br />
process was recognised in <strong>2007</strong> with the<br />
Erasmus Innovation Award. According to the<br />
jury report, <strong>TenCate</strong> is characterised by a<br />
unique form of entrepreneurship and longterm<br />
objectives, with innovation and efficiency<br />
being paramount. <strong>TenCate</strong>’s innovation<br />
process was described as social innovation:<br />
‘the development of new management skills<br />
(dynamic management), the application of<br />
Erasmus Innovation Award 2006/<strong>2007</strong><br />
<strong>TenCate</strong> was honoured with the Erasmus Innovation Award 2006/<strong>2007</strong>. The jury declared <strong>TenCate</strong> to be the most innovative and<br />
competitive organisation in the Netherlands on the basis of its clear vision, a good balance between innovation and efficiency and<br />
co-operation internally and with companies and knowledge institutions.<br />
innovative organisational principles (flexible<br />
organisation) and the implementation of highquality<br />
work forms (smarter working and<br />
development of talent) (source: Netherlands<br />
Centre for Social Innovation).<br />
EUROPEAN INNOVATION POLICY<br />
The European Union has set itself the objective<br />
of becoming one of the most knowledgeintensive<br />
economies in the world by 2010, by<br />
pursuing a targeted development policy. The<br />
objective of a clean manufacturing industry<br />
also makes it necessary to carry out process<br />
innovations aimed among other things at<br />
achieving a more sustainable production process,<br />
lower energy consumption, a reduction in<br />
the use of chemicals and the reduction of<br />
waste. <strong>TenCate</strong> has already made great<br />
strides towards this objective, including the<br />
commissioning of an innovative water treatment<br />
plant and the renewal of the bleaching<br />
line at Nijverdal-Noord.<br />
<strong>TenCate</strong> is participating in European framework<br />
programmes, including DigiTex (textile<br />
finishing by means of surface nanotechnology).<br />
<strong>TenCate</strong> chairs the European technology<br />
platform for textiles and is involved in European<br />
programmes aimed at further developing<br />
‘The organisation is characterised by a unique form of entrepreneurship and long-term objectives, in which innovation and effi-<br />
ciency are central. <strong>TenCate</strong> rapidly develops innovative solutions through the use of innovatory management control.’<br />
the use of composites in aviation, focusing<br />
among other things on noise reduction and<br />
fuel savings.<br />
DEVELOPMENTS IN<br />
THE NETHERLANDS<br />
In the Netherlands too, and particularly in the<br />
the Twente region where <strong>TenCate</strong> is one of<br />
the largest employers, increasing attention is<br />
being devoted to the need for innovation. The<br />
Twente Innovation Platform has conducted<br />
research into the strengths and qualities of<br />
the region, in order to promote regional development<br />
in the longer term. A joint approach<br />
has been adopted, known as the ‘Twentse<br />
Innovatieroute’. Five clusters have been<br />
formed, one of which is Materials & High-Tech<br />
Systems. <strong>TenCate</strong> will contribute to this as a<br />
developer and producer of functional materials.<br />
Two innovation projects have now been<br />
approved. The projects will initiate developments<br />
in the field of biopolymers and new<br />
applications for composites.
MARKET DEVELOPMENTS<br />
<strong>TenCate</strong>’s innovation policy is focused primarily<br />
on providing solutions for worldwide<br />
trends. The following trends have an important<br />
influence on future growth for <strong>TenCate</strong>:<br />
◾ Increase in personal security and protection<br />
levels (armed forces, industry, emergency<br />
assistance)<br />
◾ Fuel savings/light materials (aviation,<br />
automotive, shipping)<br />
◾ Global warming and water management<br />
◾ Environmental protection<br />
◾ Developments in sport and recreation.<br />
When developing new product/market combinations,<br />
it is important to co-operate effectively<br />
with companies which have access to<br />
the necessary complementary knowledge.<br />
The process will increasingly be one of open<br />
innovation. This shortens the time to market,<br />
something that is essential nowadays.<br />
14<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
FOCUS ON TECHNOLOGY<br />
For <strong>TenCate</strong>, technology is one of the main<br />
spearheads of innovation. Co-operation with<br />
knowledge institutions is essential. Technological<br />
development can signify a breakthrough,<br />
dramatically cut costs and generate<br />
new product/market combinations.<br />
The developments in the field of surface nanotechnology<br />
and the versatility of our production<br />
processes are very encouraging.<br />
With regard to acquisitions, the focus in particular<br />
is on technologies which deliver considerable<br />
added value for our developments.<br />
There are many examples, such as the knowledge<br />
acquired in fire-retardance in safety<br />
fabrics (<strong>TenCate</strong> Protective Fabrics) and UD<br />
(unidirectional) technology for aerospace composites<br />
(Phoenixx).<br />
<strong>TenCate</strong> is devoting increasing attention to<br />
the importance of patents and the protection<br />
of internally generated and acquired knowledge.
<strong>Report</strong> of the Supervisory Board<br />
ANNUAL REPORT<br />
We hereby present the <strong>2007</strong> annual report as<br />
prepared by the Executive Board, incorporating<br />
the financial statements. The financial<br />
statements have been audited by KPMG<br />
Accountants NV and were discussed with the<br />
Executive Board on 26 February 2008, in the<br />
presence of the auditor. We are therefore of<br />
the opinion that the annual report fulfils the<br />
transparency requirements and forms a good<br />
basis on which the Supervisory Board can<br />
account for its supervision.<br />
We propose that you accordingly approve the<br />
financial statements, including the dividend<br />
proposal, and grant discharge to the Executive<br />
Board in respect of its policy and to the<br />
Supervisory Board in respect of its supervision.<br />
SUPERVISION<br />
The Supervisory Board held plenary meetings<br />
with the Executive Board and the Financial<br />
Director on six occasions in <strong>2007</strong>, on the basis<br />
of a fixed schedule. It also met independently<br />
on several occasions.<br />
In addition, the Board held two supplementary<br />
meetings in connection with proposed acquisitions<br />
and their financing.<br />
All members attended at least seven of the<br />
eight meetings.<br />
In a supplementary meeting in January, the<br />
Supervisory Board discussed the proposed<br />
acquisitions of Mattex (<strong>TenCate</strong> Thiolon<br />
Middle East) and Roshield. The agenda also<br />
included the intended share issue and the<br />
new syndicated loan of € 250 million. Discussions<br />
also took place on the quality of the<br />
management.<br />
In February, the Board discussed the annual<br />
figures, the external auditors’ reports, the<br />
dividend proposal, the granting of options to<br />
the management and the press release to be<br />
issued. The Board also discussed up-to-date<br />
information on Mattex and its financing, made<br />
preparations for the general meeting of shareholders<br />
and discussed the appointment of<br />
Mr J. Wegstapel as a member of the Executive<br />
Board.<br />
Finally, the Board met independently of the<br />
Executive Board, to consider the composition<br />
and performance of both the Supervisory and<br />
Executive Boards.<br />
At the end of March, preparations were made<br />
for the general meeting of shareholders and<br />
the results up to the end of February were<br />
discussed.<br />
At the beginning of May, the results for the<br />
first quarter of <strong>2007</strong> were on the agenda and<br />
the Board considered <strong>TenCate</strong>’s management<br />
structure.<br />
In August, the agenda included the results for<br />
the second quarter, the half-year figures and<br />
the auditors’ reports. The Board also considered<br />
the current acquisition projects. It also<br />
assessed the acquisition of Polyfelt in December<br />
2005 and discussed the state of the current<br />
legal proceedings and the intended<br />
changes in the composition of the Supervisory<br />
Board.<br />
Following press reports of an investigation by<br />
the Public Prosecutor’s Office concerning the<br />
1995 tax return of Mr De Vries, the Chairman<br />
of the Executive Board, the Supervisory Board<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 15
expressed its confidence in Mr De Vries in<br />
September. The Board also published a<br />
commentary and a chronological summary of<br />
the relevant facts.<br />
As stated in the press release of 13 October<br />
<strong>2007</strong>, <strong>TenCate</strong> has also noted the fact that the<br />
Public Prosecutor’s Office has extended its<br />
investigation to include the financial statements<br />
and tax return for 1995. In the opinion<br />
of <strong>TenCate</strong>, the past annual accounts and<br />
returns are correct.<br />
At the end of October, the agenda included<br />
the financial results up to the end of the third<br />
quarter and further consideration was given<br />
to progress with acquisitions, including those<br />
of Composix, YLA and Edel Grass.<br />
In two meetings in December, the agenda<br />
included the 2008 budget, the progress of the<br />
acquisitions of Composix, YLA, Edel Grass<br />
and Xennia, their impact on the financing<br />
requirements and the composition of the<br />
Supervisory Board. Discussions took place<br />
on the intended retirement of Messrs<br />
A.W. Veenman and C.W. Versteeg, as well<br />
as the intended appointment of Mr J.C.M.<br />
Hovers.<br />
16<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
One or two representatives of the Board took<br />
part in five consultative meetings of the Central<br />
Works Council, at which they obtained<br />
detailed<br />
affairs.<br />
information on the company’s<br />
INDEPENDENCE<br />
All members of the Supervisory Board are<br />
independent within the meaning of the bestpractice<br />
provisions of the Corporate Governance<br />
Code. No <strong>TenCate</strong> shares or options are<br />
held by the members of the Supervisory<br />
Board.<br />
SUPERVISORY BOARD COMMITTEES<br />
The Supervisory Board has two committees:<br />
the Financial Committee chaired by<br />
Mr E. Ten Cate and the combined Remuneration,<br />
Selection and Appointments Committee<br />
chaired by Mr F. Van Vught. Their task is to<br />
prepare for the analysis and decision-making<br />
in relation to subjects within their specific<br />
areas of knowledge.<br />
FINANCIAL COMMITTEE<br />
The entire Financial Committee met on three<br />
occasions in <strong>2007</strong>. The meetings were held to<br />
prepare for the discussion of the 2006 annual<br />
figures and the <strong>2007</strong> half-year figures and, in<br />
the third quarter, to discuss a number of<br />
specific subjects.<br />
In the February meeting, which was devoted<br />
to the 2006 full-year figures, the Committee<br />
discussed the internal financial report for<br />
2006, the summary of current legal proceedings,<br />
the auditors’ report by KPMG and the<br />
2006 financial statements.<br />
The agenda also included specific aspects<br />
of the Mattex acquisition (<strong>TenCate</strong> Thiolon<br />
Middle East), such as the sale and purchase<br />
agreement, the legal structure, including the<br />
compulsory 51% shareholding of a resident of<br />
the United Arab Emirates, the budget for<br />
<strong>2007</strong>, the share issue and the new syndicated<br />
loan. <strong>TenCate</strong>’s international tax position was<br />
also assessed.<br />
In August, the Financial Committee discussed<br />
the preparations for the half-year figures. It<br />
also discussed the termination of the existing<br />
Group Financing Company, its successor outside<br />
the Netherlands, the establishment of a<br />
cash pool, the current transfer pricing matters<br />
and the launch of a cost management project<br />
with the aim of improving and standardising<br />
the cost prices in the operating companies.
In December, the Financial Committee discussed<br />
a number of specific subjects, including<br />
once again the cost management project,<br />
the IT strategy, the regular test for possible<br />
goodwill impairments in operating companies<br />
and the establishment of the new financing<br />
company in Switzerland.<br />
REMUNERATION REPORT<br />
No substantive changes were made to the<br />
remuneration policy, as set out in detail in the<br />
2005 annual report. However, at the beginning<br />
of <strong>2007</strong> it was noted that due to the company’s<br />
growth the post of the CEO of Royal<br />
Ten Cate had risen to Hay level 30. In view of<br />
the large difference between the medians of<br />
Hay levels 29 and 30, it was decided in <strong>2007</strong><br />
to implement an interim rise towards level 30.<br />
The annual salary of Mr L. de Vries was<br />
increased by 10% in <strong>2007</strong>.<br />
Mr J. Wegstapel joined the Executive Board<br />
in March <strong>2007</strong>.<br />
The remuneration of the Executive Board is<br />
shown in note 56.2 on page 116 of this report.<br />
New armour concept for personal security<br />
DSM Dyneema, in co-operation with <strong>TenCate</strong> Advanced Armour, has developed Dyneema ® HB50. This allows additional weight<br />
saving, or alternatively a higher level of protection with the same weight for the wearer. Wearing comfort is also increased. There<br />
is urgent demand in the market for lighter, more comfortable vests which afford a higher degree of protection. The modernisation<br />
of army units and internal security services lies behind the growing demand in this field. With Dyneema HB50 <strong>TenCate</strong> has a<br />
unique product with which it aims to further extend its lead over its competitors.<br />
VARIABLE REMUNERATION<br />
In <strong>2007</strong> Mr L. de Vries received the maximum<br />
results-linked remuneration in 2006, amounting<br />
to 50% of the annual salary, having<br />
comfortably met the specified performance<br />
criteria.<br />
Almelo, 26 February 2008<br />
Supervisory Board<br />
A.W. Veenman, Chairman<br />
P.P.A.I. Deiters, Vice-Chairman<br />
F.A. van Vught<br />
C.W. Versteeg<br />
E. ten Cate
Corporate governance<br />
CORPORATE GOVERNANCE<br />
STRUCTURE<br />
The Supervisory Board and the Executive<br />
Board endorse the main principles of corporate<br />
governance. The few exceptions which<br />
apply within <strong>TenCate</strong> mostly relate to the<br />
nature and size of the organisation. They do<br />
not affect the basic principles of good corporate<br />
management and integrity. Details of<br />
the few exceptions to the best-practice provisions<br />
can be found on the <strong>TenCate</strong> website.<br />
The corporate governance structure is based<br />
on the voluntary application of the two-tier<br />
board structure. The main elements of this<br />
are:<br />
◾ The financial statements are adopted by<br />
the general meeting of shareholders.<br />
◾ Supervisory directors are appointed by<br />
the general meeting of shareholders on<br />
the basis of nominations by the Supervisory<br />
Board. The profile of the members<br />
of the Supervisory Board is first discussed<br />
at the general meeting of shareholders at<br />
the time of adoption and on each subsequent<br />
modification.<br />
18<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
◾ The general meeting of shareholders and<br />
the works council can recommend persons<br />
to the Supervisory Board for nomination<br />
as supervisory directors.<br />
◾ In the case of one-third of the members of<br />
the Supervisory Board, the Supervisory<br />
Board will in principle place in nomination<br />
the name of a person recommended by<br />
the works council (works council’s reinforced<br />
right of recommendation).<br />
◾ In the event of an outright majority of the<br />
votes, the general meeting of shareholders<br />
representing at least one-third of the<br />
issued share capital may reject the nomination<br />
by the Supervisory Board.<br />
◾ The members of the Executive Board are<br />
appointed by the general meeting of<br />
shareholders on the basis of a binding<br />
nomination by the Supervisory Board.<br />
Corporate governance within <strong>TenCate</strong> is<br />
based on the following principles:<br />
◾ Value creation for shareholders<br />
This means making optimum use of the<br />
available resources. In the context of<br />
internal financial control, financial ratios<br />
and metrics are monitored closely. These<br />
reflect the performance in terms of cash<br />
flow generating assets, efficiency, mar-<br />
◾<br />
gins and the return on capital employed.<br />
Consideration is also given to longer-term<br />
continuity. <strong>TenCate</strong> takes account of efficient<br />
use of natural resources and its<br />
social responsibilities.<br />
Quality of the management and appropriate<br />
remuneration<br />
The remuneration policy must make it<br />
possible to attract high-quality management<br />
which is appropriate for the specialised<br />
and multinational character of<br />
<strong>TenCate</strong>. The performance pay structure<br />
must be transparent and focused on key<br />
performance indicators. The Supervisory<br />
Board’s Remuneration Committee is<br />
responsible for further developing the<br />
remuneration policy and assessing the<br />
performance criteria for members of the<br />
Executive Board.
Water treatment<br />
<strong>TenCate</strong> operating companies have already been implementing major features<br />
◾ Code of conduct for management and<br />
employees<br />
The company has a code of integrity, a<br />
whistleblowers scheme and rules to prevent<br />
abuse of inside information.<br />
◾ Disclosure<br />
Disclosed information must fulfil criteria<br />
of accuracy, completeness and promptness<br />
and comply with IFRS standards, in<br />
order to provide stakeholders with the<br />
most transparent and accurate information<br />
possible on the performance and outlook.<br />
The main risks must be stated and<br />
evaluated.<br />
The information on <strong>TenCate</strong>’s corporate<br />
strategy is communicated clearly.<br />
◾<br />
<strong>TenCate</strong> provides full quarterly financial<br />
reports.<br />
<strong>TenCate</strong> maintains an open communication<br />
policy, providing regular information<br />
on important commercial developments.<br />
Financial control and risk monitoring<br />
The Supervisory Board forms a financial<br />
committee from among its members to<br />
supervise the financial performance,<br />
acquisitions, divestments and general risk<br />
policy.<br />
<strong>TenCate</strong> has invested considerable sums in a new in-house waste water treatment plant at the Nijverdal-Noord production com-<br />
plex. This anaerobic plant, the first in the Netherlands, entered service in June <strong>2007</strong> and is now fully operational. The plant will<br />
bring about a reduction of approximately 40% in environmental costs at this site.<br />
of socially responsible enterprise for a long period.<br />
◾ Avoidance of conflicts of interest<br />
<strong>TenCate</strong> is alert to conflicts of interest.<br />
These are addressed and where necessary<br />
avoided.<br />
◾ Social responsibility<br />
<strong>TenCate</strong> strives to maintain good relations<br />
with other parties in its vicinity and<br />
with stakeholders. The company endeavours<br />
to limit environmental impact as far<br />
as possible. Substantial environmental<br />
investments are made for this purpose.<br />
<strong>TenCate</strong> operating companies have already<br />
been implementing major features of socially<br />
responsible enterprise for a long period.<br />
In order to ensure that the policy is widely<br />
disseminated, it is increasingly publicised<br />
internally.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 19
The Boards<br />
AS AT 1 JANUARY 2008<br />
SUPERVISORY BOARD<br />
A.W. Veenman (60) Chairman 1) 2)<br />
Commenced in office: 1996<br />
End of current term: 2008<br />
CEO of Nederlandse Spoorwegen<br />
Supervisory director of Rabobank Group<br />
Supervisory director of TenneT Holding B.V.<br />
P.P.A.I. Deiters (64) Vice-Chairman 1)<br />
Commenced in office: 1998<br />
End of current term: 2010<br />
Former director of Berghaus International Fashion<br />
Supervisory director of G-III Apparel Group Ltd<br />
Supervisory director of Bandolera B.V.<br />
Supervisory director of Tootal B.V.<br />
Consultant to the European Bank for Reconstruction<br />
and Development EBRD<br />
Supervisory director of HVEG Investments B.V.<br />
F.A. van Vught (57) 2*)<br />
Commenced in office: 2000<br />
End of current term: 2008<br />
Member of the Group of Policy Advisors<br />
of the President of the European Commission<br />
Member of the Executive Board of the<br />
European University Association<br />
Acting Crown-appointed member of the Social and<br />
Economic Council of the Netherlands<br />
1) Member of the Financial Committee<br />
2) Member of the combined Remuneration, Selection and<br />
Appointments Committee<br />
*)<br />
Chairman<br />
20<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Member of the University Grants Committee<br />
of Hong Kong<br />
Supervisory director of Rova N.V.<br />
Chairman of the Executive Board of Nether (Netherlands<br />
House for Education and Research, Brussels)<br />
Chairman of the Board of ESMU (European Centre<br />
for Strategic Management of Universities, Brussels)<br />
C.W. Versteeg (72)<br />
Commenced in office: 2000<br />
End of current term: 2008<br />
Former General Manager of the Sheltered Employment<br />
Service in Groningen<br />
Supervisory director of Esso Nederland BV<br />
Supervisory director of Koops-Furness NV<br />
E. ten Cate (62) 1*)<br />
Commenced in office: 2004<br />
End of current term: 2008<br />
Director of Bank ten Cate & Cie N.V.<br />
Chairman of the Supervisory Board of Nyloplast N.V.<br />
Supervisory director of Nesbic Investment Fund<br />
Supervisory director of Pas Reform B.V.<br />
EXECUTIVE BOARD<br />
L. de Vries (56), Chairman<br />
J. Wegstapel (52), member<br />
MANAGEMENT COMMITTEE<br />
The Management Committee comprises the<br />
Executive Board and the following group and<br />
corporate directors.<br />
<strong>TenCate</strong> Advanced Textiles & Composites<br />
F.B. Bruns (65)<br />
<strong>TenCate</strong> Aerospace & Armour Composites<br />
D. Hendriks (49)<br />
<strong>TenCate</strong> Protective Fabrics (Europe/Asia)<br />
D. Olsen (53)<br />
<strong>TenCate</strong> Protective Fabrics (North America)<br />
<strong>TenCate</strong> Geosynthetics & Grass<br />
D.C. Clarke (49)<br />
<strong>TenCate</strong> Geosynthetics<br />
C.W.J.M. de Jong (50)<br />
<strong>TenCate</strong> Grass<br />
<strong>TenCate</strong> Technical Components<br />
B.R. Denekamp (52)<br />
<strong>TenCate</strong> Enbi<br />
Holding<br />
J. Lock (61)<br />
Corporate Director Finance & Administration<br />
R. Bijkersma (49)<br />
Corporate Director Personnel & Organisation
L. de Vries<br />
J. Lock<br />
D. Hendriks<br />
B.R. Denekamp<br />
J. Wegstapel<br />
D.C. Clarke<br />
D. Olsen<br />
R. Bijkersma<br />
F.B. Bruns<br />
C.W.J.M. de Jong<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 21
<strong>Report</strong> of the Executive Board<br />
GENERAL<br />
BUY & BUILD<br />
<strong>TenCate</strong> made good progress with the implementation<br />
of its by & build strategy during the<br />
reporting year. The focus of the strategy was<br />
in the area of aerospace & armour composites.<br />
In addition to a major strengthening of<br />
the market position in vehicle armour<br />
(Roshield and Composix) and a planned capacity<br />
expansion, <strong>TenCate</strong> strengthened its technological<br />
position (Phoenixx). This offers<br />
favourable prospects for future growth.<br />
An important acquisition was also made in<br />
the artificial grass market (<strong>TenCate</strong> Thiolon<br />
Middle East), and major capacity expansions<br />
took place in production. These nevertheless<br />
led to high start-up costs, which temporarily<br />
had a negative impact on earnings. The developments<br />
in the artificial grass market left a<br />
considerable mark on the past financial year.<br />
Major shifts on both the supply and demand<br />
sides of the market were seen within a short<br />
period. From our leading market position, we<br />
took the necessary strategic, operational and<br />
technological steps at the end of 2006 and in<br />
<strong>2007</strong>. The current production base and the<br />
commercial joint ventures provide an excellent<br />
foundation for future developments.<br />
22<br />
Royal Ten Cate nv <strong>Annual</strong> report <strong>2007</strong><br />
COMMERCIAL DEVELOPMENTS<br />
The Advanced Textiles & Composites and<br />
Geosynthetics & Grass sectors showed a<br />
mixed picture. On the one hand there were<br />
favourable commercial and financial developments<br />
in protective fabrics and composites<br />
(antiballistics and aircraft industry). On the<br />
other hand, less good results were recorded<br />
in the market groups in geosynthetics and<br />
artificial grass. The above-mentioned start-up<br />
costs in artificial grass production in the<br />
Netherlands and the sluggish US infrastructure<br />
and construction market, coupled with a<br />
sharp rise in raw material costs, put earnings<br />
under pressure. Outside the United States,<br />
which is the main sales area, developments in<br />
the field of geosynthetics were substantially<br />
more positive. The acquisition of Mattex<br />
(<strong>TenCate</strong> Thiolon Middle East) in Dubai, a producer<br />
of artificial grass fibres, performed in<br />
line with expectations and made an excellent<br />
contribution.<br />
In the markets in which <strong>TenCate</strong> Enbi operates,<br />
the trend towards the relocation of production<br />
to low-wage countries continued in<br />
<strong>2007</strong>. The importance of the Asian market is<br />
therefore increasing. Good progress was<br />
made with the diversification policy in Europe<br />
Anti-evaporation fabric<br />
The growing shortage of water for consumption and irrigation in dry areas leads to disappointing harvests and lower water quality.<br />
An intensive search is going on to find new ways of saving water. <strong>TenCate</strong> Nicolon Anti Vapour Cover is an anti-evaporation fabric<br />
which is positioned above water basins. The fabric (with additional UV stabiliser) is provided as a system, including any necessary<br />
technical advice. It is a light and strong structure which allows rainwater to pass through and provides a great deal of shade.<br />
Patents were obtained for the main countries in Southern Europe in 2006.<br />
and the United States. Sales growth was also<br />
recorded in new markets for high-quality rubber<br />
and foam products.<br />
<strong>TenCate</strong> operates in worldwide growth markets.<br />
The prospects for these remain favourable.<br />
Nevertheless, attention must be devoted<br />
to the effects of the weaker dollar, which has<br />
impaired the competitive position of European<br />
companies in the world market. In some<br />
areas, <strong>TenCate</strong> can compensate for currency<br />
trends as a result of having production facilities<br />
and purchasing sources outside Europe.<br />
Our leading market positions are not only<br />
focused on size and market share, but are also<br />
based on our technological skills, knowledge,<br />
patents and firm position in the value chain.<br />
We are successfully strengthening this position<br />
every year by focusing on costs, product<br />
differentiation, marketing to end-users and<br />
innovation.
Analysis of <strong>2007</strong> results by sector<br />
in millions of euros<br />
<strong>2007</strong> 2006 Difference Organic<br />
Of which Acquisition/<br />
currency divestment<br />
Net sales<br />
Advanced Textiles & Composites 350.3 279.7 + 25% + 26% – 6% + 5%<br />
Geosynthetics & Grass 468.3 397.5 + 18% + 8% – 5% + 15%<br />
Technical Components / Holding & Services 67.4 93.3 – 28% – – 3% – 25%<br />
886.0 770.5 + 15% + 14% – 5% + 6%<br />
Operating result before amortisation (EBITA)<br />
Advanced Textiles & Composites 40.2 21.3 + 88% + 86% – 12% + 14%<br />
Geosynthetics & Grass 30.4 25.6 + 19% – 22% – 6% + 47%<br />
Technical Components / Holding & Services 2.4 4.2 – – – –<br />
73.0 51.1 + 43% + 29% – 9% + 23%<br />
Amortisation – 3.6 – 1.0<br />
Operating result (EBIT) 69.4 50.1 + 39%<br />
Finance charges – 11.3 – 8.0 + 41%<br />
Pre-tax result 58.1 42.1 + 38%<br />
Profit tax – 11.9 – 11.4 + 4%<br />
Result from participating interests – 3.4<br />
Result from ordinary operations 46.2 34.1 + 35%<br />
Result from divested activities 0.3 42.0<br />
Result after tax 46.5 76.1 – 39%<br />
EBITA margins <strong>2007</strong> 2006<br />
Advanced Textiles & Composites 11.5% 7.6%<br />
Geosynthetics & Grass 6.5% 6.4%<br />
8.2% 6.6%<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 23
FINANCIAL PERFORMANCE<br />
RESULT AFTER TAX<br />
The net profit in <strong>2007</strong> amounted to € 46.4 million.<br />
That includes a book profit of € 0.3 million<br />
on the divestment of operating companies.<br />
On a major real-estate transaction, a<br />
pretax profit of € 4.1 million was recorded, or<br />
€ 3.1 million after tax. If these exceptional<br />
profits are excluded, the net result rose from<br />
€ 34.0 million to € 43.0 million, a rise of<br />
26.5%.<br />
As a result of the acquisitions made during<br />
the reporting year, the amortisation of intangible<br />
fixed assets increased from € 1.0 million<br />
to € 3.6 million. With the acquisitions planned<br />
in 2008, this item will rise further.<br />
COMPOSITION OF THE GROUP<br />
In line with the strategic focus, the following<br />
companies were acquired or divested in <strong>2007</strong>:<br />
◾ Roshield A/S in Denmark on 15 February<br />
<strong>2007</strong>, a Danish company in the field of<br />
vehicle armour, with revenues of € 16 million.<br />
This company, now renamed <strong>TenCate</strong><br />
Advanced Armour Denmark, was integrated<br />
into the European division of the<br />
Aerospace & Armour group in <strong>2007</strong>.<br />
◾ <strong>TenCate</strong> Thiolon Middle East LLC on<br />
29 March <strong>2007</strong>, a Dubai-based producer<br />
of mainly monofilament artificial grass<br />
with annual revenues of approximately<br />
€ 60 million. <strong>TenCate</strong> Thiolon Middle East<br />
provides a high-quality product at low<br />
cost and represents a major strengthening<br />
of the <strong>TenCate</strong> Grass group.<br />
◾ Phoenixx TPC on 27 July <strong>2007</strong>, a company<br />
based in Taunton (Massachusetts, USA),<br />
which owns a valuable unidirectional<br />
technology for thermoplastics, which will<br />
be further developed in the Aerospace &<br />
Armour group, particularly for aerospace<br />
applications.<br />
◾ Business Key in Barcelona was divested.<br />
This small trading company was formerly<br />
part of the Mega Valves group, which was<br />
divested in 2005.<br />
REVENUES<br />
Revenues rose 15% in <strong>2007</strong>, including 14% on<br />
an organic basis.<br />
The Advanced Textiles & Composites sector<br />
grew fastest, by 25%, including 26% on an<br />
organic basis. The main contribution to growth<br />
came from the United States, where demand<br />
for fire-resistant materials for military uni-<br />
Acquisition of artificial grass activities of Mattex Leisure (<strong>TenCate</strong> Thiolon Middle East)<br />
The acquisition of the artificial grass activities of Mattex Leisure Industries in Dubai was completed at the end of March. Now<br />
renamed <strong>TenCate</strong> Thiolon Middle East, the company produces mainly monofilament artificial grass yarns. <strong>TenCate</strong> can now serve<br />
the global market from three production sites with a broad and distinctive product portfolio and respond even more efficiently to<br />
the strong increase in demand for artificial grass fibres.<br />
forms once again increased strongly. The protection<br />
of military personnel and their vehicles<br />
against fire and attacks will also remain<br />
a prominent theme in the years ahead, not<br />
only in the United States but also in other<br />
parts of the world.<br />
The Geosynthetics & Grass sector also<br />
achieved revenue growth (+18%), the bulk of<br />
which resulted from the acquisition of<br />
<strong>TenCate</strong> Thiolon Middle East in Dubai (+15%).<br />
The sector’s organic growth amounted to 8%,<br />
with a negative currency effect of 5%. While<br />
<strong>TenCate</strong> Thiolon encountered production<br />
problems in the Netherlands and the United<br />
States, <strong>TenCate</strong> Thiolon Middle East provided<br />
an important complement to the <strong>TenCate</strong><br />
product offering.<br />
The revenues of the Technical Components /<br />
Holding & Services sector decreased by 28%<br />
as a result of the divestment of <strong>TenCate</strong> Plasticum<br />
(in April 2006) and Business Key (in<br />
April <strong>2007</strong>). This sector continues to include<br />
<strong>TenCate</strong> Enbi, a number of services and the<br />
holding company, with stable revenues on an<br />
organic basis.
OPERATING RESULT BEFORE AMORTISATION<br />
(EBITA)<br />
The operating result before amortisation<br />
(EBITA) rose 43% in <strong>2007</strong>, from € 51.1 million<br />
to € 73.0 million. On an organic basis, the rise<br />
was 29%.<br />
The Advanced Textiles & Composites sector<br />
achieved EBITA growth of 88%, including 86%<br />
on an organic basis. Both American and Dutch<br />
fire-resistant fabrics contributed to this<br />
improvement.<br />
The Geosynthetics & Grass sector recorded<br />
19% EBITA growth, but disappointed with an<br />
organic 22% decrease in the operating result<br />
after amortisation. The grass businesses in<br />
the Netherlands and the United States introduced<br />
new production lines, which experienced<br />
technical problems in the peak months<br />
of <strong>2007</strong>. These have now been largely solved.<br />
The Geosynthetics group experienced difficulties<br />
in the United States due to the stagnation<br />
of the US housing market as well as high raw<br />
material prices, which could not be passed on<br />
until the second half of <strong>2007</strong>. The European,<br />
Asian and Australian geosynthetics activities<br />
performed well.<br />
The Technical Components / Holding & Services<br />
sector showed a decrease in EBITA, in<br />
addition to the above-mentioned divestments.<br />
This was mainly due to the sale of Plasticum<br />
in 2006.<br />
RAW MATERIAL COSTS<br />
Raw material costs represented 52% of revenues,<br />
as in 2006. Raw material prices rose.<br />
This rise, which mainly occurred in the second<br />
half, could only be passed on after a time lag.<br />
As a result, the vast majority of the selling<br />
price adjustments will not have an effect until<br />
2008. Raw materials for fire-resistant and<br />
bullet-proof materials were in short supply<br />
again in <strong>2007</strong>.<br />
PERSONNEL COSTS<br />
Personnel costs accounted for 20% of revenues<br />
in <strong>2007</strong>, a decrease of two percentage<br />
points compared to 2006 (22%). This decrease<br />
was the result of the acquisition of <strong>TenCate</strong><br />
Thiolon Middle East in Dubai, where personnel<br />
costs are 20-25% of those in Western<br />
Europe.<br />
The costs in Asia, where part of <strong>TenCate</strong>’s<br />
growth is generated, are on average at the<br />
same level as in the Middle East.<br />
TAXES<br />
The tax rate fell further from 27.2% to 20.5%.<br />
Of this decrease, 3.5 percentage points is<br />
attributable to <strong>TenCate</strong> Thiolon Middle East.<br />
The company also benefited from a non-recurring<br />
tax gain relating to previous years and<br />
from the use of tax losses available for setoff<br />
in France.<br />
WORKING CAPITAL<br />
The working capital increased by 20% in<br />
<strong>2007</strong>:<br />
Working capital at<br />
€ 179.2 million<br />
end of 2006<br />
(82 days)<br />
Acquisitions/<br />
divestments + 6.9<br />
Organic growth in <strong>2007</strong> + 34.7<br />
Exchange differences – 10.5<br />
Total € 210.3 million<br />
(84 days)<br />
The increase was partly due to the high sales<br />
and production in the fourth quarter.<br />
The level will decrease again at the beginning<br />
of 2008.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 25
INVESTMENTS<br />
In <strong>2007</strong>, € 62.9 million was invested, compared<br />
to depreciation and amortisation of<br />
€ 32.7 million.<br />
Some of the major projects were:<br />
◾ the construction of a geosynthetics<br />
plant in Zhuhai (China)<br />
◾ monofilament grass lines in Nijverdal<br />
(overrun from 2006)<br />
◾ monofilament grass lines in Dayton (US)<br />
(overrun from 2006)<br />
◾ machines and infrastructure <strong>TenCate</strong><br />
Advanced Composites<br />
The above projects will facilitate the expected<br />
growth in the years ahead.<br />
Cash flows and financing<br />
The acquisitions, investments and growth of<br />
the working capital led to an increased capital<br />
requirement of almost € 200 million in<br />
<strong>2007</strong>.<br />
Over € 50 million of this was covered by a<br />
(sub-10%) share issue in February and the<br />
renewed syndicated loan of € 250 million in<br />
March <strong>2007</strong>.<br />
In connection with the four intended acquisi-<br />
26<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
tions at the end of <strong>2007</strong>, the € 250 million<br />
syndicated loan was increased to € 400 million<br />
in February 2008. Further information can<br />
be found in ‘post balance sheet events’ on<br />
page 40.<br />
Despite the increase in long-term bank debt<br />
<strong>TenCate</strong> remained comfortably within the<br />
covenants agreed with the banks in <strong>2007</strong>.<br />
The ratio of net interest bearing debt to<br />
EBITDA at the end of <strong>2007</strong> was 2.18.<br />
Shareholders’ equity at the end of <strong>2007</strong><br />
amounted to € 310 million, with solvency of<br />
43.0%.<br />
Cash flows <strong>2007</strong> 2006<br />
Net profit * 43.0 34.0<br />
Depreciation/amortisation 32.7 23.1<br />
75.7 57.1<br />
Increase in working capital of existing activities – 35.2 – 4.0<br />
Investments – 62.9 – 43.0<br />
Other items – 1.6 – 3.9<br />
Cash flow before acquisitions and divestments – 24.0 + 6.2<br />
Acquisitions – 182.9 – 1.3<br />
Divestments + 7.8 + 64.0<br />
Funding<br />
– 199.1 + 68.9<br />
Share issue (net) + 50.6 –<br />
Repurchase of shares, cash dividend, issue of repurchased shares – 7.9 – 12.7<br />
Increase (+) / decrease (–) in debt et al. + 156.4 – 56.2<br />
+ 199.1 – 68.9<br />
*<br />
Excluding result from divested activities and exceptional income.
Successful embankment trial for geosynthetics<br />
<strong>TenCate</strong> Geosynthetics North America carried off the IFAI Award of Excellence <strong>2007</strong> for its contribution to the extension of one of<br />
the runways at Yeager Airport in West Virginia. The construction of a 73-metre-high embankment proved the most effective, sus-<br />
tainable and ethically responsible solution. The company supplied various qualities of geosynthetics and professional technical<br />
support. The result: an extended runway which meets all the safety requirements with an embankment that is now largely covered<br />
with vegetation.<br />
In market segments such as safety fabrics, antiballistics, geotextiles and<br />
artificial grass, <strong>TenCate</strong> has a technological lead, in many cases with associated<br />
SWOT ANALYSIS<br />
As part of the strategic planning, SWOT analyses<br />
are carried out at operating company<br />
level. Within this process, strengths and<br />
weaknesses are compared with opportunities<br />
and threats. Strategic actions are then identified.<br />
The annual report contains only a schematic<br />
account of the main points of the SWOT<br />
analysis. For competition reasons, strategic<br />
actions by operating companies or market<br />
groups are only stated if they have been<br />
published previously (see pages 28 and 29).<br />
RISK MANAGEMENT<br />
There are risks associated with the business<br />
strategy. External economic factors, unpredictability<br />
of market developments, calamities<br />
and human factors can impede the achievement<br />
of business objectives. <strong>TenCate</strong> strives<br />
to control the achievement of strategic and<br />
operational objectives as fully as possible. To<br />
that end, <strong>TenCate</strong> has access to appropriate<br />
risk management and control measures. As a<br />
result of these:<br />
◾ the main risks are identified in time and<br />
remain limited to an acceptable level;<br />
◾ there is a reasonable degree of certainty<br />
that the financial reporting contains no<br />
material misstatements;<br />
◾ the applicable regulations and legislation<br />
are complied with.<br />
The market areas in which <strong>TenCate</strong> operates<br />
– protective fabrics, aerospace, antiballistics,<br />
geotextiles, artificial grass and technical components<br />
– entail specific strategic and commercial<br />
risks. In most cases, <strong>TenCate</strong> pursues<br />
these activities on four continents, each with<br />
its own dynamics. <strong>TenCate</strong> is therefore not<br />
part of a monoculture. Consequently, none of<br />
the risks detailed below will have a dominant<br />
influence.<br />
A number of specific significant risks applying<br />
to <strong>TenCate</strong> have been identified. The summary<br />
of the main specific risk areas below is not<br />
exhaustive. It is possible that risks which<br />
have not currently been identified or which<br />
are not seen as material will subsequently<br />
have a significant negative effect on<br />
<strong>TenCate</strong>’s ability to achieve its business<br />
objectives. The risk management and control<br />
measures are aimed at timely identification of<br />
these risks.<br />
market leadership.<br />
MARKET RISKS<br />
Market<br />
The market risks differ depending on the market<br />
segment. In some segments, such as base<br />
fabrics for professional wear, there is intensive<br />
competition and high price elasticity.<br />
In addition, production of less distinctive<br />
products is gradually shifting to Asia.<br />
In other market segments, such as safety fabrics,<br />
antiballistics, geotextiles and artificial<br />
grass, <strong>TenCate</strong> has a technological lead, in<br />
many cases with associated market leadership.<br />
This provides no guarantee for the<br />
future. Products which reach the end of their<br />
life cycle must be succeeded in good time by<br />
new, improved and distinctive versions.<br />
Protection and patenting of intellectual property<br />
strengthens the unique positions of the<br />
products.<br />
End-user marketing provides pull effects, as a<br />
result of which the value chain is controlled<br />
more effectively and distinctive ability is<br />
rewarded by the market.<br />
There are also markets which feature longterm<br />
development programmes, such as the<br />
aerospace market. Developments in these<br />
markets are reasonably stable, being protect-<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 27
TENCATE’S STRENGTHS<br />
◾ Knowledge-intensive and flexible company,<br />
focused on the development of new<br />
materials which meet functional requirements<br />
in the market.<br />
◾ Short time to market due to good control<br />
of the innovation process.<br />
◾ Broad technological basis in the field of<br />
textile technology and related chemical<br />
processes.<br />
◾ Innovative and distinctive in the value<br />
chain.<br />
◾ Leading positions in market niches worldwide.<br />
◾ As a result of scale benefits, substantial<br />
investments are possible for future developments,<br />
such as environmental investments<br />
and digital finishing (DigiTex).<br />
◾ Synergy effects within and between business<br />
sectors.<br />
◾ Positive corporate image and strategic<br />
focus based on value chain management.<br />
◾ Guaranteed market positions through<br />
(industrial) certifications, patents and<br />
licences.<br />
◾ Production sites on three continents.<br />
28<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Points for improvement<br />
◾ Even greater market focus, with the provision<br />
of solutions occupying a central<br />
position.<br />
◾ Better spread of knowledge within<br />
◾<br />
<strong>TenCate</strong>, by devoting a great deal of<br />
attention to training and internal management<br />
development programmes.<br />
Further strengthening of the Asian organisation,<br />
based on both the logistics<br />
processes and the market potential of this<br />
region.<br />
◾ Strengthening of the market position in<br />
emerging Eastern European countries in<br />
order to benefit from the growth in the<br />
region.<br />
◾ Further reduction of the cost base and<br />
increase in efficiency at sites in Europe.<br />
OPPORTUNITIES<br />
◾ Tighter regulations on safety and protection,<br />
such as the modernisation programmes<br />
in the defence market (safety,<br />
protection, wearing comfort and new<br />
functionalities) and appropriate water<br />
management worldwide.<br />
◾ Advanced materials and smart textiles<br />
are growth markets, with European subsidy<br />
programmes.<br />
◾ Product differentiation of the new sales<br />
in existing or new markets.<br />
◾ Hyperfragmentation, particularly in European<br />
markets with divergent standards,<br />
offers possibilities for functional materials<br />
with different specifications.<br />
◾ Emerging markets which will introduce<br />
standards following the example of developed<br />
markets.<br />
◾ Increasing concern for safety and durability<br />
of artificial grass sports pitches.<br />
<strong>TenCate</strong>, together with its commercial<br />
partners, takes responsibility for guaranteeing<br />
quality by means of a system<br />
approach based on performance characteristics.<br />
Chain integration is beneficial<br />
for quality guarantees to end-users.
THREATS/RISKS<br />
◾ Dependence on the purchasing side, temporary<br />
shortages of certain raw materials.<br />
◾ Rising raw-material costs cannot always<br />
be passed on directly, and cannot always<br />
be hedged.<br />
◾ Seepage of knowledge; a technologyoriented<br />
company such as <strong>TenCate</strong> is<br />
vulnerable and must therefore guard its<br />
knowledge domain to the maximum<br />
extent possible.<br />
◾ Greater visibility of the <strong>TenCate</strong> brand<br />
also means higher business-critical risk.<br />
CHALLENGES FOR TENCATE<br />
◾ Strengthening knowledge protection and<br />
the patent position<br />
Growth of the knowledge domain and<br />
strengthening of knowledge protection<br />
form the basis for the company’s future.<br />
The acquisitions made in <strong>2007</strong> have considerably<br />
strengthened and expanded the<br />
knowledge position. This can benefit<br />
existing product/market combinations,<br />
but can also open up new markets.<br />
People that make a difference<br />
Pleasure at work is important, otherwise it’s just a job!<br />
◾ System approach<br />
Greater internal coherence within<br />
◾<br />
<strong>TenCate</strong> and increased scale through<br />
organic growth and acquisitions strengthen<br />
the position in the purchasing market.<br />
Conceptual commercial approach<br />
The increasing concern for the safety and<br />
durability of artificial grass sports pitches<br />
must be translated into clear system concepts.<br />
<strong>TenCate</strong> must develop these concepts<br />
further, largely with partners in the<br />
artificial grass chain. This conceptual<br />
approach is one of the foundations of<br />
future profit growth.<br />
◾ Further strengthening of the position in<br />
Asia and emerging European countries<br />
Intensification of commercial activities in<br />
markets which are growing strongly but<br />
in which <strong>TenCate</strong> still generates a relatively<br />
small proportion of sales (Asia,<br />
Central Europe). The expansion of Geosynthetics<br />
production in China must form<br />
the basis for the further growth of local<br />
sales in the Asian market.<br />
◾ Reduced dependence on oil products<br />
<strong>TenCate</strong> will promote activities which<br />
reduce the dependence on oil-related raw<br />
materials. The use of more natural raw<br />
materials is also a positive development<br />
with a view to sustainability.<br />
◾ Links with other industrial sectors to<br />
develop new applications for materials<br />
Co-operation will increasingly take place<br />
with other business sectors in order to<br />
generate solutions. The acquisition of<br />
Xennia is illustrative in this regard. As a<br />
result of <strong>TenCate</strong>’s innovative character<br />
and greater visibility in the market, the<br />
company is considered to be a good partner.<br />
The plans for open innovation centres<br />
should be seen in this context.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 29
ed by qualification processes. A precondition<br />
is that <strong>TenCate</strong> adheres to the quality guidelines<br />
specified by the customers.<br />
Although in various markets there is a dependency<br />
on very large customers, at the consolidated<br />
level no single customer accounts for<br />
more than 4% (2006: 3%) of revenues, while<br />
the five largest customers jointly represented<br />
no more than 13% of revenues in <strong>2007</strong> (2006:<br />
9%).<br />
Macroeconomics<br />
Macroeconomic developments have an influence<br />
on the level of demand for <strong>TenCate</strong>’s<br />
products. An important factor is government<br />
expenditure in the major countries. The<br />
demand for protective fabrics and antiballistics<br />
is controlled by public sector bodies, in<br />
particular defence forces and fire brigades.<br />
Demand for geotextiles and artificial grass<br />
products is driven by public sector investments<br />
in infrastructure and sports facilities.<br />
Factors which determine government policy in<br />
the above markets are security policy and<br />
economic growth. Strong commercial networks<br />
and the associated information provision<br />
make it possible to anticipate government<br />
plans promptly and efficiently.<br />
30<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Raw materials<br />
A limited number of raw materials determine<br />
a large part of the materials consumed by the<br />
<strong>TenCate</strong> companies. This concerns in particular<br />
cotton, aramid fibres and various gradations<br />
of polyethylene and polypropylene.<br />
Prices in the commodity market may fluctuate<br />
widely. The price of plastics is determined<br />
partly by the oil price, but in particular by<br />
shortages or surpluses in the market.<br />
Price rises can be passed on to the customer<br />
with a time lag of three to six months. The<br />
same applies to price reductions. In some situations<br />
an automatic price adjustment clause<br />
is included in customer contracts.<br />
In the case of super-strength or fire-resistant<br />
armour fibres, regular shortages occur or a<br />
strong dependence develops on a single supplier.<br />
In such situations suitable agreements<br />
have been entered into with the supplier.<br />
<strong>TenCate</strong> operating companies will increasingly<br />
take part jointly in negotiations with major<br />
suppliers, in order to achieve optimum conditions<br />
in terms of price, quality and delivery<br />
reliability.<br />
Vikings in the Netherlands<br />
The vehicle fleet of the Netherlands Marine Corps has been expanded with the addition of 74 brand-new Viking vehicles.<br />
The armouring of the vehicles includes spall liners from <strong>TenCate</strong>. The BVs-10, a fully amphibious vehicle, is ideal for use in<br />
theatres such as Iraq and Afghanistan. The Vikings are intended for crisis management operations.<br />
FINANCIAL RISKS<br />
Currencies<br />
Approximately 42% of <strong>TenCate</strong>’s revenues are<br />
denominated in euros. The main currency risk<br />
incurred by Ten Cate is in respect of the US<br />
dollar (43% of sales) and a number of more or<br />
less dollar-related currencies such as the<br />
Hong Kong, Singapore and Australian dollar,<br />
the Chinese renminbi and the dirham (Dubai).<br />
With regard to currencies, we draw a distinction<br />
between competition, transaction and<br />
translation risk.<br />
The competition risk concerns the changing<br />
competitive position vis-à-vis competitors in<br />
areas with a different currency. This risk is<br />
hedged over the subsequent six months by<br />
means of options. Thereafter a permanent<br />
answer must be found to the new situation.<br />
Transactions in foreign currencies are immediately<br />
hedged by means of futures or options.<br />
These are mainly transactions by European<br />
operating companies denominated in US dollars<br />
and British pounds.<br />
Since foreign operating companies, particularly<br />
those using US dollars and related currencies,<br />
make an important profit contribution<br />
to the Group results, these transaction risks<br />
The vehicles were supplied by the Swedish company BAE Systems Hägglunds. The Marine Corps forms part of the UK/NL Landing<br />
force together with the United Kingdom. The British Army also has Vikings, making co-operation easier.
<strong>TenCate</strong>’s environmental policy is based on limiting the environmental impact<br />
as far as possible. Measures have been taken to avoid environmental risks.<br />
are hedged. The expected profit contribution<br />
is hedged at the beginning of the financial<br />
year. For 2008, put options have been purchased<br />
at a level of €/$=1.50.<br />
Interest<br />
The company’s financing is fairly centralised.<br />
The risk of interest rate rises is in principle<br />
hedged 90% for the following year and 75%<br />
and 50% for the subsequent years, taking into<br />
account the expected interest rate trends.<br />
The preference is to use caps for this purpose.<br />
Pension provisions<br />
<strong>TenCate</strong> has placed the pension provision for<br />
Dutch employees with Stichting Pensioenfonds<br />
Koninklijke <strong>TenCate</strong>. This average salary<br />
scheme is designated as ‘defined benefit’ in<br />
accordance with IFRS reporting rules. A sharp<br />
fall in prices on international securities<br />
exchanges may lead to a decrease in the value<br />
of the pension fund’s investments. The result<br />
of this and of interest rate developments may<br />
be that the provision for pension liabilities on<br />
the Royal Ten Cate balance sheet increases<br />
under the new IFRS guidelines. The pension<br />
fund has taken measures itself within its<br />
investment policy, partly as a result of the<br />
Financial Assessment Framework (including<br />
interest rate risk management), involving a<br />
reduction in the risk profile.<br />
The company has concluded an implementation<br />
contract with Stichting Pensioenfonds<br />
Koninklijke <strong>TenCate</strong>, under which the financial<br />
contribution remains limited to an average<br />
contribution. This moves within an agreed<br />
range depending on the financial situation of<br />
the fund.<br />
In the other countries there are defined contribution<br />
schemes in the vast majority of<br />
cases.<br />
ORGANISATIONAL AND LEGAL RISKS<br />
<strong>TenCate</strong> is involved in various legal proceedings<br />
resulting from normal business operations.<br />
In the proceedings between United<br />
Fabrics and <strong>TenCate</strong>, which began in 2000<br />
and have been reported on previously, The<br />
Supreme Court issued a judgment on 7 April<br />
2006. Part of the claim, based on a commercial<br />
alliance, was dismissed. With regard to<br />
the remainder of the claim, relating to a management<br />
alliance, the other party has been<br />
instructed to demonstrate the damage suffered.<br />
A bank guarantee of € 1.8 million has<br />
been provided.<br />
Environment<br />
<strong>TenCate</strong>’s environmental policy is based on<br />
limiting any impact on the environment as far<br />
as possible. Regular checks are carried out<br />
both by the holding company and by the managements<br />
of operating companies and measures<br />
are taken to avoid environmental risks.<br />
Textile finishing in particular may involve the<br />
use of chemicals which must be covered by<br />
guarantees. The waste water from textile finishing<br />
in the Netherlands is treated by provincial<br />
water treatment plants. In Nijverdal-<br />
Noord a new in-house water treatment plant<br />
entered service in June <strong>2007</strong>.<br />
<strong>TenCate</strong> considers that the environmental<br />
risks have been limited as fully as possible.<br />
Environmental coordinators have been<br />
appointed at local level who are familiar with<br />
the specific situation and implement local legislation<br />
and regulations accordingly.<br />
Product development<br />
Product development is the lifeline for the<br />
years ahead. It must be managed with care. If<br />
products are brought to market too early, this<br />
can result in teething troubles, recalls and<br />
damage. On the other hand, if the time to<br />
market is too long, <strong>TenCate</strong> forfeits a significant<br />
part of its competitive advantage.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 31
The product development process has been<br />
structured in accordance with strict procedures<br />
and criteria.<br />
Production and product liability<br />
<strong>TenCate</strong> has various small- to medium-scale<br />
production processes, for example involving<br />
fewer than 100 employees. Where there is a<br />
relatively low degree of production automation<br />
there is a higher risk of human error. Incidents<br />
in production can never be ruled out.<br />
These may lead to a loss of quality in the endproducts,<br />
claims from customers or even a<br />
temporary halt in the production process.<br />
However, <strong>TenCate</strong> carries out preventive<br />
inspections of its products and almost all<br />
plants are ISO-certified. Control of production<br />
processes and quality management are important<br />
priorities in order to avoid product claims.<br />
In <strong>2007</strong> work took place to standardise and<br />
tighten up the standard sales conditions.<br />
32<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Management and personnel<br />
<strong>TenCate</strong>’s organisation strategy is based on a<br />
decentralized model. The group directors and<br />
operating company managements determine<br />
the company policy to a large extent independently<br />
and take entrepreneurial decisions.<br />
Not having the right man or woman in the<br />
right place can result in an operating company<br />
rapidly losing its lead or even falling behind<br />
its competitors. For this reason the selection<br />
criteria for new management personnel have<br />
been tightened up, with an assessment forming<br />
part of the key management recruitment<br />
procedure.<br />
Another risk is dependence on key officers,<br />
often with an R&D or market background. It is<br />
necessary to ensure that this expertise is<br />
retained and shared across the organisation.<br />
This is achieved by guaranteeing knowledge.<br />
CONTINUITY OF INFORMATION PROVISION<br />
Each operating company has its own systems<br />
for control and transaction processing in the<br />
main operating processes. Systems for communication<br />
and generic workplace automation<br />
are implemented to a large extent centrally.<br />
Disruptions to these systems can impede<br />
operating processes. The risks are limited as<br />
far as possible by means of information security<br />
and fallback procedures. The operation of<br />
these facilities is tested periodically.<br />
Risk management and control system<br />
The overall risk management and control<br />
measures are based on a number of key elements.<br />
MANAGEMENT ENVIRONMENT<br />
The company strives for a culture of openness,<br />
integrity, professionalism, enthusiasm,<br />
efficiency and respect. Core values are entrepreneurship,<br />
innovation and a focus on<br />
results.<br />
Every employee is made aware of these cultural<br />
elements and the obligation to comply<br />
with all applicable legislation and regulations.<br />
The Integrity Code and the Confidential<br />
Adviser Scheme set out the general rules of<br />
conduct with which employees must comply.
ORGANISATION<br />
<strong>TenCate</strong>’s organisational structure is based<br />
on providing support for a co-operation structure<br />
in which each person’s responsibilities<br />
are clearly defined and performances are<br />
measurable.<br />
This is reflected in a group structure in which<br />
groups and operating companies bear responsibility<br />
for results. The group managements<br />
determine the group strategy, promote consistency<br />
and synergy and are responsible for<br />
exploiting the market positions in the value<br />
chain.<br />
Central management support departments<br />
with functional responsibilities contribute to<br />
the coordination.<br />
The above objectives are facilitated by a<br />
number of procedures, including the <strong>TenCate</strong><br />
Accounting Manual.<br />
Managements of group companies and operating<br />
companies are controlled on the basis of<br />
a formalised planning and control cycle.<br />
INFORMATION PROVISION, COMMUNICA-<br />
TION AND PROCESS MONITORING<br />
Systems for internal information provision<br />
and communication are primarily aimed at giving<br />
employees and managers appropriate<br />
information for their own areas of responsibil-<br />
A good grounding for American football<br />
American football demands a lot from the players and the pitch. The level is high, particularly in the United States, and the sport is<br />
played very widely. Artificial grass from <strong>TenCate</strong> Thiolon provides safety, comfort and a consistent playing surface. The correct<br />
combination of fibres and infill minimises the risk of skin damage in sliding tackles. Artificial grass pitches can be used and played<br />
on intensively. An artificial grass pitch for American football is designed on a completely customised basis – right down to the club<br />
logo on the pitch. After all, fibres can be produced in any colour.<br />
ity. A whistleblowers scheme and a complaints<br />
scheme enable employees to inform<br />
the company management about undesirable<br />
situations.<br />
It is important to maintain direct contact<br />
between the Executive Board, group managements<br />
and operating company directors.<br />
Direct discussion takes place regularly,<br />
depending on the matter at hand. More formally,<br />
extensive monthly reporting takes<br />
place and the performance, results, outlook<br />
and certain facets of risk management are<br />
discussed once each quarter. Risk management<br />
also forms part of the consultation with<br />
the Financial Committee of the Supervisory<br />
Board.<br />
MANAGEMENT ACTIVITIES<br />
Risk management is a responsibility of the<br />
management at all levels.<br />
All managers and controllers sign a twiceyearly<br />
letter of representation on the financial<br />
reporting/internal control.<br />
All financial regulations are included in the<br />
<strong>TenCate</strong> Accounting Manual. With effect from<br />
<strong>2007</strong>, the managements and controllers of the<br />
operating companies include a declaration in<br />
all their reports to the effect that the results<br />
have been compiled in accordance with this<br />
manual.<br />
Each year the external auditors assess the<br />
structure and operation of the administrative<br />
organisation and internal control, to the<br />
extent relevant to the auditing of the financial<br />
statements. They report on this to the management,<br />
the Executive Board and the Supervisory<br />
Board.<br />
Where risks are insurable, such as for fire and<br />
loss of profits and third-party and product<br />
liability, they are laid off to insurers. The<br />
balance between insurance cover, premium<br />
levels and own risk is reassessed each year.<br />
Regular inspections and follow-up increase<br />
the continuity of the business processes,<br />
reduce production outages and lead to lower<br />
risk costs. Damage prevention and preventive<br />
investments improve the risk profile.<br />
Royal Ten Cate nv <strong>Annual</strong> report <strong>2007</strong> 33
EVALUATION OF RISK MANAGEMENT<br />
AND CONTROL SYSTEMS<br />
The Executive Board is of the opinion that:<br />
◾ the risk management and control systems<br />
provide a reasonable degree of certainty<br />
that the financial reporting is free of<br />
material misstatements;<br />
◾ the risk management and control systems<br />
have operated correctly in the reporting<br />
year;<br />
◾ there are no indications that the risk management<br />
and control systems will not<br />
operate correctly during the current year.<br />
However well designed our internal risk management<br />
and control systems are, they can<br />
never provide absolute certainty that objectives<br />
in the field of strategy, operation,<br />
reporting and compliance with laws and rules<br />
will always be achieved. In taking decisions<br />
we are aware that:<br />
◾ human errors of judgement may arise;<br />
◾ cost/benefit assessments are always<br />
made when accepting risks and taking<br />
control measures;<br />
◾ human failings and even simple errors or<br />
mistakes can have major consequences;<br />
◾ conspiracies by officials can lead to circumvention<br />
of internal control measures;<br />
◾ the management of parts of the company<br />
can permanently or temporarily negate<br />
agreements made with the Executive<br />
Board.<br />
This statement should not be interpreted as<br />
being a statement in accordance with the<br />
requirements of section 404 of the Sarbanes<br />
Oxley Act in the United States, which does<br />
not apply to Royal Ten Cate.<br />
INFORMATION TECHNOLOGY<br />
IT strategy and policy<br />
Good progress has been made with the continuing<br />
standardisation of the generic applications,<br />
such as e-mail, internet and intranet.<br />
The responsibility and management of these<br />
applications will increasingly be placed with<br />
the holding company. The wide variety of<br />
websites has been reduced to a common website<br />
in which each business manages its own<br />
content. This fulfils the objective of corporate<br />
branding. E-mail addresses have also been<br />
standardised to tencate.com.<br />
The ERP implementation of JOMAR at<br />
<strong>TenCate</strong> Thiolon North USA has been implemented<br />
on schedule and on budget. The<br />
implementation of JOMAR at <strong>TenCate</strong> Protective<br />
Fabrics USA is also progressing well. This<br />
New suits for Göteborg fire brigade<br />
The Göteborg fire brigade has chosen <strong>TenCate</strong> Millenia Light® as the outer material for 550 new firefighter suits. Factors such as<br />
comfort and durability were decisive. Millenia Light is a comfortable outer material which provides optimum protection. It is<br />
extremely durable. Millenia Light is the lightest material with such high wearing comfort and heat resistance. Millenia Light is a<br />
good example of the commercial synergy between the <strong>TenCate</strong> companies in the Netherlands and the United States. A number of<br />
fire brigades have now chosen Millenia Light.<br />
implementation is expected to be completed<br />
on schedule at the end of 2008.<br />
<strong>TenCate</strong> Advanced Armour in France and<br />
<strong>TenCate</strong> Thiolon Middle East are now connected<br />
to the <strong>TenCate</strong> network in the Netherlands.<br />
Action plans in 2008<br />
In 2008 the Group companies worldwide will<br />
be connected to Global Active Directory. The<br />
IT organisation for corporate applications will<br />
be strengthened. The standardisation of ERP<br />
systems in each group will be continued. In<br />
addition, the ERP systems at <strong>TenCate</strong> Geosynthetics<br />
in the Netherlands and <strong>TenCate</strong><br />
Armour Composites in France and Denmark<br />
will be updated.<br />
PERSONNEL & ORGANISATION<br />
PERSONNEL & ORGANISATION POLICY<br />
The P&O policy is implemented on a decentralized<br />
basis. The P&O group management<br />
support department initiates in particular global<br />
programmes in areas such as talent and<br />
management development, organisational<br />
issues and compensation & benefits. In order<br />
to support our corporate objectives, P&O provides<br />
a limited number of systems and instru-
‘Talent is a spring from which clear fresh water constantly flows; and this spring<br />
ments based on uniformity and transparency.<br />
Leadership is central. The P&O instruments<br />
must support these.<br />
Year-end<br />
Year-end<br />
Number of employees<br />
(in staff years)<br />
<strong>2007</strong> 2006<br />
Netherlands 975 962<br />
Rest of Europe 582 619<br />
United States 1,527 1,527<br />
Asia/Australia 641 424<br />
Middle East 295 –<br />
Total 4,020 3,532<br />
During the reporting year, <strong>TenCate</strong> expanded<br />
its worldwide presence with the acquisition<br />
of Mattex Leisure Industries (Dubai), Roshield<br />
(Denmark) and Phoenixx (USA) as well as the<br />
construction of a production facility in Zhuhai<br />
(China). As a result, <strong>TenCate</strong>’s international<br />
character has been strengthened and international<br />
value chains can be controlled more<br />
effectively. Social and ethical considerations<br />
as well as economic factors are key criteria<br />
when creating jobs in geographic areas that<br />
are ‘new’ to <strong>TenCate</strong>.<br />
becomes less valuable if it is not used properly.’<br />
ORGANISATIONAL DEVELOPMENT<br />
<strong>TenCate</strong>’s innovative strength is underpinned<br />
to a large extent by the decentralized structure<br />
of the organisation. Responsibilities are<br />
placed as low as possible in the organisation.<br />
Entrepreneurship is central at all levels in the<br />
operating companies. Efficient, central management<br />
by the holding company strengthens<br />
the core values of the corporate culture: innovative<br />
capability, entrepreneurship, a focus on<br />
results, trust and co-operation. An appropriate<br />
degree of autonomy in the various operating<br />
companies and the active search for<br />
mutual and external co-operation form part of<br />
the company’s culture.<br />
TALENT AND MANAGEMENT DEVELOPMENT<br />
For an enterprising and growing organisation<br />
such as <strong>TenCate</strong>, the prompt identification<br />
and development of in-house talent to provide<br />
tomorrow’s management remains an important<br />
key to success. Talent is about more than<br />
having sufficient competences. Passion is<br />
also a very important motive.<br />
MANAGEMENT DEVELOPMENT<br />
<strong>TenCate</strong> recognises the importance of investing<br />
in knowledge and skills of the current and<br />
potential management. The core values of<br />
entrepreneurship, leadership, innovative<br />
capability, a focus on results and co-operation<br />
are being systematically strengthened in a<br />
four-layer management development (MD)<br />
programme. The purpose of this international<br />
<strong>TenCate</strong> programme is to ensure appropriate<br />
succession, development of current and<br />
potential management and the attraction of<br />
the right talents around the world.<br />
An important benchmark for the further rollout<br />
of the International (MD) programme was<br />
the first year of the <strong>TenCate</strong> Active programme.<br />
This programme is aimed at promoting<br />
innovative capability, entrepreneurship<br />
and situational leadership. The programme<br />
has been developed in co-operation with TSM<br />
Business School, which uses an international<br />
network of universities, business schools and<br />
teachers. It provides an important basis for<br />
our organisation’s innovative capability.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 35
The first group of talented employees completed<br />
this <strong>TenCate</strong> Active programme in the<br />
Netherlands during the reporting year. The<br />
participants are given guidance to provide<br />
them with a better understanding of the strategy<br />
formation process and its tactical and<br />
operational implementation and enable them<br />
to adjust this process as necessary. In the<br />
active learning part, the participants completed<br />
a strategic assignment in three multidisciplinary<br />
teams. The presented projects, which<br />
must be completed as a fully fledged business<br />
plan, were particularly successful. Various<br />
aspects of these business plans will be followed<br />
up in practice.<br />
In addition to the acquired knowledge, skill,<br />
expertise and attitude, an important added<br />
value of this programme is the mutual cooperation<br />
between the managers in the various<br />
strategic product groups and disciplines.<br />
The <strong>TenCate</strong> Active programme will be implemented<br />
throughout Europe and in the United<br />
States in 2008.<br />
The international MD programme will be<br />
expanded this year with the inclusion of an<br />
executive programme, a talent scouting programme<br />
and a trainee programme. In these<br />
programmes too, the emphasis will be on<br />
entrepreneurship, leadership and a focus on<br />
results. Continuous scouting, assessment (of<br />
potential), evaluation and development of talent<br />
form the core of each programme. The<br />
various programmes will be aligned organically<br />
and will introduce important horizontal<br />
and vertical co-operation between the various<br />
operating companies and disciplines. The<br />
local management plays an important role in<br />
the development of these programmes, so<br />
that local needs are met as fully as possible.<br />
The programme fits in with the existing systems<br />
in the field of development and succession<br />
planning, as part of the P&O policy memorandum<br />
2006-2010.<br />
EMPLOYMENT CONDITIONS<br />
<strong>TenCate</strong> aims to offer its employees a comprehensive,<br />
modern and market-oriented<br />
package of benefits including options where<br />
possible. <strong>TenCate</strong> believes it is important that<br />
employees should also have a competitive<br />
package of employment conditions in the<br />
future.<br />
The globally developed remuneration policy<br />
for the international senior and upper management,<br />
based on the Hay system, was further<br />
refined and rolled out to the acquired<br />
<strong>TenCate</strong> People Program<br />
<strong>TenCate</strong> invests in the knowledge and skills of current and potential managers. Entrepreneur-<br />
ship, leadership, innovative capability, a focus on results and co-operation are core values.<br />
These are reinforced in a four-layer management development (MD) programme. The aim of<br />
the international <strong>TenCate</strong> People Program is to ensure appropriate succession, management<br />
development and the attraction of the right talents worldwide.<br />
businesses during the reporting year. In addition,<br />
a detailed benchmark was introduced for<br />
the various benefits provided in <strong>TenCate</strong> companies.<br />
SAFETY<br />
Our employees on all continents are professional<br />
people who have a sense of enterprise<br />
focused on results and solutions and are prepared<br />
to take on challenges. They strive for<br />
success in their own group and in the interests<br />
of <strong>TenCate</strong> as a worldwide company. To<br />
that end they are given an opportunity to<br />
develop and flourish individually and professionally<br />
within a national and international<br />
working environment. We offer them a safe<br />
working environment and attractive and challenging<br />
duties and responsibilities, with room<br />
for initiative and creativity.<br />
SOCIALLY RESPONSIBLE<br />
ENTERPRISE<br />
Investing in sustainable enterprise occupies<br />
an important place in <strong>TenCate</strong>. In day-to-day<br />
practice, the operating companies give high<br />
priority to more sustainable production. Quality<br />
assurance and process management are<br />
aimed at allowing production to take place as<br />
effectively and efficiently as possible. Most
<strong>TenCate</strong> operating companies have certification<br />
systems which guarantee quality<br />
(ISO 9001) or sustainability (ISO 14001). If certification<br />
has yet to be obtained, work is carried<br />
out to further embed the systems in the<br />
organisation.<br />
<strong>TenCate</strong> further developed its central policy<br />
principles for socially responsible enterprise<br />
during the reporting year. The necessary<br />
improvements were made and various investments<br />
were carried out in order to fulfil and<br />
implement the previously defined key objectives.<br />
These related to areas such as chainoriented<br />
environmental protection, recycling<br />
and reuse, quality assurance, safety and protection,<br />
professionalism and integrity of<br />
employees and social commitment.<br />
These principles are being made increasingly<br />
measurable and transparent in the company.<br />
The ultimate aim is to enable both the company,<br />
its immediate environment and its stakeholders<br />
to benefit from this socially responsible<br />
approach.<br />
CHAIN-ORIENTED ENVIRONMENTAL<br />
PROTECTION<br />
Sustainability and ethics have for many years<br />
played an important role in the working processes<br />
of all operating companies. <strong>TenCate</strong><br />
strives for production processes which limit<br />
environmental impacts to a minimum. <strong>TenCate</strong><br />
is conscious of its position in the chain.<br />
<strong>TenCate</strong> also uses its influence with suppliers<br />
to achieve sustainable enterprise objectives<br />
in the value chain. This chain-oriented<br />
approach makes it possible to achieve objectives<br />
which also have an influence outside the<br />
company itself. Internally, <strong>TenCate</strong> encourages<br />
consideration of sustainable enterprise by<br />
presenting best practices in its personnel<br />
media. In this way operating companies are<br />
encouraged to devise projects of their own.<br />
The environmental protection systems are<br />
aimed at limiting the use of raw materials, the<br />
consumption of water and energy and emissions.<br />
Efforts are made jointly with raw material<br />
suppliers and customers to further reduce<br />
environmental effects. Examples are replacing<br />
chemical additives with environmentally<br />
friendlier alternatives, improvements in the<br />
production process, reduced energy and water<br />
consumption, the reuse of hot process water<br />
and the mapping of energy and waste<br />
streams. <strong>TenCate</strong> uses only chemicals and<br />
paints which are included in the textile environmental<br />
database. Most chemicals and artificial<br />
fibres are purchased by <strong>TenCate</strong> from<br />
large multinationals, most of which operate a<br />
policy focused on sustainability.<br />
The <strong>TenCate</strong> operating companies devote a<br />
great deal of attention to the management of<br />
waste streams. In addition to the consistent<br />
separation of waste materials, a mass balance<br />
sheet is maintained at various productions<br />
sites. This serves as preparation for the<br />
limitation of waste flows in the entire production<br />
process.<br />
A number of Dutch operating companies were<br />
able to make further reductions in water and<br />
energy consumption at industry level during<br />
the past reporting year. The related agreements<br />
had previously been set out in a covenant.<br />
The aim is to achieve an energy saving<br />
of 10% in ten years. Every three years an<br />
energy saving plan is drawn up and implemented.<br />
In this way any savings can be<br />
weighed against the necessary investments.<br />
Energy savings along the entire chain are central<br />
in this covenant.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 37
RECYCLING AND REUSE<br />
Specific materials such as glass and bulbs,<br />
board and paper, iron and steel, as well as<br />
wood, are separated as far as possible. These<br />
are recycled elsewhere. Any hazardous waste<br />
is collected separately and removed by recognised<br />
processing companies.<br />
Residual and scrap materials are recycled.<br />
Certain parts of the production waste are<br />
used by third parties as a base material for<br />
use in new products. For example, the production<br />
waste from yarns and fabrics from<br />
<strong>TenCate</strong> Advanced Composites are ground<br />
into a pulp which can be reused in various<br />
applications as a strengthening material.<br />
The residual waste from yarns and fibres at<br />
<strong>TenCate</strong> Thiolon and <strong>TenCate</strong> Thiobac is converted<br />
by means of recycling into usable raw<br />
materials for other purposes, such as packaging<br />
materials and various injection moulding<br />
products made by third parties.<br />
<strong>TenCate</strong> Thiolon and <strong>TenCate</strong> Advanced Textiles<br />
jointly carried out a waste prevention<br />
investigation during the reporting year. The<br />
findings will be used to further refine the<br />
existing environmental control system.<br />
<strong>TenCate</strong> Grass and <strong>TenCate</strong> Protective Fabrics<br />
in Nijverdal had already combined the hot and<br />
cold water resulting from their respective<br />
processes. The advantages of this discovery<br />
were once again seen in lower energy costs<br />
and an absence of discharge levies during the<br />
reporting year. This represents a double<br />
saving for the environment.<br />
QUALITY ASSURANCE<br />
Most <strong>TenCate</strong> operating companies are qualified<br />
in accordance with ISO 9001 standards.<br />
In view of the demands made on <strong>TenCate</strong><br />
products, quality plays a key role.<br />
Various customers also apply additional quality<br />
standards, which must be met. That is the<br />
case for example of materials for aerospace<br />
applications.<br />
SAFETY AND PROTECTION<br />
<strong>TenCate</strong> gives the utmost priority to a safe<br />
working environment worldwide. The negligible<br />
percentage of industrial accidents underlines<br />
this ambition. Safety is about protective<br />
equipment and awareness. Safe machines<br />
must be used safely. Training and information<br />
are targeted means of keeping employees<br />
mindful of possible risks. The operational<br />
Artificial grass in the Forbidden City<br />
Artificial grass made by <strong>TenCate</strong> has lain in the Forbidden City since October 2005. In <strong>2007</strong>, new artificial grass matting was<br />
installed in the former Imperial Palace in Beijing, bearing the new <strong>TenCate</strong> logo.<br />
The Forbidden City (Gu Gong) in the centre of Beijing is the home of the National Flag Guard. The Guard forms an important part of<br />
the Chinese army. Its duties include the protection of Tian An Men square, which lies to the south of it. Every year the ground here<br />
is walked on by several million visitors.<br />
management is required to remind colleagues<br />
on the shopfloor of the operational arrangements<br />
for personal protection. Quality, Health<br />
& Safety and Environment officers have been<br />
appointed within the operating companies.<br />
They monitor the performance in these areas<br />
in the operating companies.<br />
PROFESSIONALISM AND INTEGRITY<br />
Professionalism underpins <strong>TenCate</strong>’s qualitybased<br />
approach and operation. Professionalism<br />
comes fully to fruition every day in its<br />
operating companies. But integrity is also an<br />
important subject within the multinational.<br />
<strong>TenCate</strong>’s integrity code once again served as<br />
the basis for all actions by the operating companies<br />
at home and abroad during the year.<br />
<strong>TenCate</strong> enters into various relationships with<br />
its stakeholders as a supplier, developer, partner<br />
and producer. Trust forms the basis of<br />
every relationship. One of <strong>TenCate</strong>’s core values<br />
is reliability. The integrity code involves<br />
everyone who is employed in <strong>TenCate</strong> or one<br />
of its operating companies. The code is part<br />
of each individual contract of employment. A<br />
central compliance officer and a confidential<br />
adviser have been appointed to support the<br />
code.
COMMITTED AND ACTIVE<br />
<strong>TenCate</strong>’s commitment to the communities in<br />
which the company operates is and will<br />
remain strong. In all countries in which<br />
<strong>TenCate</strong>’s operating companies are established,<br />
the regional bonds are based on dedication,<br />
loyalty and pride. Personnel associations<br />
regularly organise a range of activities<br />
for their members. Employees in the Netherlands<br />
and abroad take part in cultural, social<br />
and sporting activities, either in teams or individually.<br />
<strong>TenCate</strong> Thiolon is a partner of the Johan<br />
Cruyff Foundation, which provides sports<br />
facilities for less advantaged children in the<br />
Netherlands. <strong>TenCate</strong> Thiolon is a founding<br />
partner of Cruyff Courts. This organisation<br />
lays artificial grass pitches for young people<br />
in urban areas. <strong>TenCate</strong> Thiolon works with<br />
paid football organisations and local authority<br />
neighbourhood organisations with a view to<br />
further increasing the acceptance and spread<br />
of artificial grass pitches.<br />
<strong>TenCate</strong> Advanced Composites once again<br />
provided sponsorship in kind for the Delft student<br />
team, which won the World Solar Challenge<br />
in Australia for the fourth time in suc-<br />
cession with its Nuna4 solar-powered car.<br />
The victory was due in part to the car’s light<br />
weight and very strong composite materials<br />
from <strong>TenCate</strong>. In addition, the Delft DUT racing<br />
team ended in a prominent position in the<br />
Formula Student ranking for composite racing<br />
cars. <strong>TenCate</strong> also provided sponsorship in<br />
kind for these students. The best road-holding,<br />
the lightest possible construction and the<br />
highest achievable speed were central for the<br />
team. The team’s design also scored highly in<br />
the design prize associated with the competition.<br />
As a result of their participation, the<br />
Delft automotive students became more<br />
familiar with the innovative applications<br />
offered by <strong>TenCate</strong> materials. Over the forthcoming<br />
reporting year a number of students<br />
from both teams will deploy their knowledge<br />
and experience in order to make a success of<br />
Professor Wubbo Ockels’s ‘Superbus’.<br />
<strong>TenCate</strong> is supplying the composite material<br />
which will be used in the construction of the<br />
Superbus.<br />
CO-OPERATION AND PARTICIPATION<br />
Various operating companies within <strong>TenCate</strong><br />
have entered into co-operation agreements<br />
with universities and colleges. They provide<br />
materials for research and development by<br />
students. Intern places are also made available<br />
for graduates of these educational institutions.<br />
Students carry out case studies and<br />
feasibility studies in <strong>TenCate</strong> operating companies<br />
in order to test new materials or trial<br />
existing materials for new applications.<br />
<strong>TenCate</strong> receives many requests for sponsorship<br />
and donations. Although the company<br />
operates a restrictive sponsorship policy, support<br />
was provided for appropriate sporting<br />
and cultural activities during the reporting<br />
year. An essential feature is a connection<br />
with <strong>TenCate</strong> materials and products. For the<br />
parties concerned, sponsorship in kind is<br />
often the most practical contribution to their<br />
efforts. The sponsorship and donation policy<br />
will be reviewed in the forthcoming reporting<br />
year and will be streamlined where necessary.<br />
TRANSPARENCY<br />
The principles of socially responsible enterprise<br />
will be further developed in the company<br />
on the basis of the ‘people’, ‘planet’ and ‘profit’<br />
elements. The refinement of the underlying<br />
principles will make the central control more<br />
transparent and measurable, both in qualitative<br />
and quantitative terms. With effect from<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 39
the forthcoming reporting year, these subjects<br />
will also be highlighted more effectively in<br />
the company’s reporting and promotional output.<br />
POST BALANCE SHEET EVENTS<br />
1. YLA INC<br />
On 22 January, <strong>TenCate</strong> announced that<br />
agreement had been reached on the acquisition<br />
of YLA Inc of Benicia, California, USA.<br />
YLA is a producer of advanced thermoset<br />
composites. The company supplies materials<br />
for the construction of satellites, solar panels,<br />
communications, space launch vehicles,<br />
defence and energy production.<br />
This acquisition gives <strong>TenCate</strong> a market share<br />
of over 50% in the use of thermoset composites<br />
in the American space industry.<br />
YLA and its subsidiary CCS Composites generated<br />
<strong>2007</strong> revenues of $ 23 million and are<br />
profitable. The acquisition price was $ 32 million<br />
free of debt. The acquisition still has to<br />
be approved by the US authorities.<br />
2. XENNIA TECHNOLOGY LTD<br />
On 29 January, <strong>TenCate</strong> announced that an<br />
agreement had been signed to acquire 75% of<br />
the issued share capital of Xennia Technology<br />
Ltd of Cambridge, Great Britain.<br />
Xennia develops inks and coating fluids as<br />
well as the related control software. The<br />
company holds a large number of patents in<br />
this field. <strong>TenCate</strong> has been working closely<br />
with Xennia on the DigiTex-project, a development<br />
for digital textile finishing, with grants<br />
from the European Union. The project is now<br />
reaching the phase of development of commercial<br />
applications for textile finishing.<br />
Xennia generated revenues of GBP 7 million in<br />
<strong>2007</strong> and was profitable.<br />
3. COMPOSIX CO.<br />
On 31 January, <strong>TenCate</strong> announced that – following<br />
the press release of 11 December <strong>2007</strong><br />
– the acquisition of Composix Co (Newark,<br />
Ohio, USA) had been completed.<br />
Composix is the US market leader in the protection<br />
of military vehicles, vessels and aircraft<br />
by means of composites. The customers<br />
of Composix are vehicle manufacturers and<br />
other suppliers to the US Army.<br />
Composix generated revenues in excess of<br />
$ 100 million in <strong>2007</strong> and is highly profitable.<br />
The acquisition price is $ 68 million free of<br />
debt, with the possibility of an earn-out of<br />
$ 10 million if a particular profit target is<br />
achieved in 2008 and 2009.<br />
Innovation prize for warning system<br />
<strong>TenCate</strong> Geosynthetics Asia received the Joint Research Innovation Award 2006 for the development of the Slope Failure Early<br />
Warning System. This system provides an early warning of subsidence in slopes. The system is based on <strong>TenCate</strong> GeoDetect ® .<br />
The geotextile is equipped with optical sensors and draws attention at an early stage to the type of deformations – down to hun-<br />
dredths of a percent – which precede subsidence. <strong>TenCate</strong> Geosynthetics Asia developed the Slope Failure Early Warning System<br />
in co-operation with a local university.<br />
Following the acquisition of Roshield (Denmark)<br />
in February <strong>2007</strong>, the current acquisition<br />
of Composix represents a major strengthening<br />
of <strong>TenCate</strong>’s market leadership in the<br />
field of vehicle protection.<br />
4. EDEL GRASS<br />
On 12 December <strong>2007</strong>, Oranjewoud and<br />
<strong>TenCate</strong> jointly announced that they had<br />
signed a letter of intent concerning the<br />
intended acquisition of Edel Grass (Genemuiden).<br />
This acquisition is expected to be completed<br />
in the first quarter of 2008, after which<br />
Oranjewoud and <strong>TenCate</strong> will each hold<br />
a 50% share.<br />
Edel Grass is a leading supplier of artificial<br />
grass systems, particularly for hockey,<br />
tennis and football in the European and African<br />
markets. Edel Grass generated <strong>2007</strong> revenues<br />
of approximately € 30 million and was<br />
profitable. The combination of knowhow and<br />
the complementary nature of the partners<br />
leads to the creation of a high-quality player<br />
with a wide knowledge of the artificial grass<br />
market.
5. INCREASE IN SYNDICATED LOAN<br />
The above acquisitions require total resources<br />
of approximately € 90 million. Partly for this<br />
reason it is intended to increase the existing<br />
syndicated loan of € 250 million by € 150 million<br />
to € 400 million.<br />
On 26 February 2008, the date of this annual<br />
report, the commitments from the participating<br />
banks were more than sufficient to conclude<br />
the increase successfully. The planned<br />
signing date of the new agreement is 27 February<br />
2008.<br />
OUTLOOK<br />
<strong>TenCate</strong> has completed a process of strong<br />
strategic development, as a result of which<br />
its position in the respective value chains has<br />
been further reinforced. The technological<br />
base has also been strengthened by means of<br />
technologies developed in-house and others<br />
acquired externally, including in the field of<br />
digital finishing technology (DigiTex). Technology<br />
positions provide the foundation for<br />
<strong>TenCate</strong>’s future growth.<br />
On the basis of worldwide trends in safety<br />
and protection, army modernisation programmes,<br />
aerospace (light structures), water<br />
management and the environment, we are<br />
expecting to play a major role in these trends<br />
as an innovative materials supplier. Sport and<br />
recreation are growth markets par excellence.<br />
Continuing growth is expected in the artificial<br />
grass market.<br />
The strong position in the United States in the<br />
field of fire-resistant materials for military<br />
equipment will be further expanded geographically.<br />
There is now specific interest in<br />
these materials in Europe. The new Berry<br />
Amendment exemption (exemption for imports<br />
into the United States) is beneficial for our<br />
leading position in the American market.<br />
The acquisition of Composix completed at the<br />
end of January 2008 gives <strong>TenCate</strong> a good<br />
starting position in the growing American<br />
market for vehicle armour.<br />
In view of the measures taken in Geosynthetics<br />
& Grass, an organic margin improvement<br />
is expected in this sector. The new site in<br />
China for the production of geosynthetics will<br />
enter service in the first half of 2008.<br />
The recently announced acquisitions of Edel<br />
Grass, YLA / CCS and Xennia are expected to<br />
be completed shortly. In order to finance the<br />
acquisitions, the existing syndicated loan<br />
facility will be increased in the short term.<br />
<strong>TenCate</strong> expects to achieve further profit<br />
growth in 2008. The economic trends in the<br />
United States, which may also affect the rest<br />
of the global economy, and the trend in a US<br />
dollar exchange rate are sources of uncertainty.<br />
<strong>TenCate</strong> expects no major negative consequences<br />
from any decrease in consumer<br />
spending.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 41
Optimum protection for the Police and Marechaussee<br />
42<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Tara Glover, Business Development Director<br />
<strong>TenCate</strong> Protective Fabrics USA<br />
‘By co-operating within <strong>TenCate</strong> Protective Fabrics and sharing each<br />
other’s knowledge, we can leverage scale, synergy and strength in<br />
the market. With every opportunity that arises, we can see the added<br />
value made possible by this worldwide teamwork.’<br />
The new multithreat security vest for the Police<br />
and Marechaussee is based on a unique concept.<br />
The vest protects the wearer against fi rearms<br />
bullets, knives and needles. It is also the<br />
thinnest, most fl exible and most comfortable<br />
solution for this level of threat.<br />
Twenty-seven police forces in the Netherlands are being issued with a new security vest. It<br />
is bullet-, needle- and fragment-proof (multithreat) and at the same time suffi ciently thin and<br />
fl exible – qualities that are important but diffi cult to combine. The vest was developed by<br />
<strong>TenCate</strong> Advanced Composites in co-operation with the German company BSSt, the producer<br />
and supplier of protective and security equipment. After extensive tests, this consortium’s<br />
vest proved best at meeting the required specifi cation in terms of security, service
Advanced Textiles & Composites<br />
Raymond Veldhuis,<br />
Quality Assurance Manager<br />
‘All the parties involved have made a positive contribution<br />
to this special project. It’s a good demonstration of<br />
professional skill and co-operation.’<br />
‘<strong>TenCate</strong> not only plays an active part in developing projects<br />
and fi nding solutions, but is also involved in the product itself.<br />
That gives us a good feeling. After all, we’re working with<br />
materials that save human lives.’<br />
Who contributed what? <strong>TenCate</strong> Advanced<br />
Composites specialises among other things in<br />
developing and producing composite materials<br />
for armour (personal and vehicle protection)<br />
and aerospace. The Group increasingly<br />
presents itself as a developer and supplier of<br />
customer-specifi c protection solutions.<br />
BSSt specialises in the production of security<br />
vests based on a unique individual measurement<br />
system. BSSt and <strong>TenCate</strong> Advanced<br />
Composites have co-operated on projects regularly<br />
over the last ten years. ‘We have a very<br />
high regard for <strong>TenCate</strong>’s co-operation and<br />
position,’ said Achim Baumann.<br />
and wearing comfort. The specifi cation was drawn up in consultation with the police trade<br />
unions.<br />
The vest will also be used by the Marechaussee, the Authority for Judicial Institutions and<br />
the Dutch National Police Services Agency. A total of around 30,000 vests are being supplied.<br />
<strong>TenCate</strong> Advanced Composites is now working on materials which can be used to<br />
produce even lighter and cheaper equipment.<br />
Achim Baumann, Director of BSSt<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 43
Advanced Textiles & Composites<br />
KEY FIGURES<br />
Advanced Textiles & Composites <strong>2007</strong> 2006 2005 2004 2003<br />
in millions of euros, unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
350.3 279.7 285.6 229.9 169.9<br />
(EBITA) 40.2 21.3 16.8 11.2 8.6<br />
EBITA margin (%) 11.5 7.6 5.9 4.9 5.1<br />
Operating result (EBIT) 38.7 20.9 16.5 11.1 8.6<br />
Investments 17.0 11.7 13.2 4.0 6.0<br />
Depreciation and amortisation 10.8 6.1 6.2 5.6 4.1<br />
Net capital employed 197.6 124.9 124.2 113.6 78.1<br />
Staff years at year-end 1,238 1,203 1,171 1,204 813<br />
Return on net assets (%) 21.8 17.1 13.5 10.5 11.6<br />
ACTIVITIES<br />
The Advanced Textiles & Composites sector<br />
consists of the following market groups:<br />
◾ <strong>TenCate</strong> Protective & Outdoor Fabrics<br />
High-grade protective and safety fabrics for<br />
the defence and professional wear market,<br />
and for the high-grade segment of the outdoor<br />
market.<br />
44<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
◾ <strong>TenCate</strong> Aerospace & Armour Composites<br />
Composites intended in particular for the aerospace<br />
industry and special industrial applications<br />
and for armour, including plate materials<br />
with bullet-, needle- and fragment-proof<br />
characteristics.<br />
SALES AND RESULTS<br />
During the reporting year the revenues of this<br />
sector amounted to € 350 million (2006: € 280<br />
million). This growth was primarily due to a<br />
strong increase in sales of safety fabrics. A<br />
large proportion of the growth was accounted<br />
for by US defence orders, in which <strong>TenCate</strong> is<br />
proving highly successful with new fireresistant<br />
products. Sales of aerospace composites<br />
came under pressure due to delays at<br />
Airbus in the launch of the A380.<br />
On an organic basis, revenues rose by 26%.<br />
EBITA showed strong growth to € 40.2 million<br />
(2006: € 21.3 million). On an organic basis,<br />
EBITA was 86% higher.<br />
<strong>TenCate</strong> has set a target of 10% for its operating<br />
EBITA margin. During the reporting year<br />
the margin amounted to 11.5% (2006: 7.6%),<br />
as a result of which the group target was<br />
comfortably achieved.
INVESTMENTS<br />
Investments once again exceeded the level of<br />
depreciation in <strong>2007</strong>. The total investments in<br />
this sector (€ 17.0 million) showed a rise compared<br />
to the previous year (2006: € 11.7 million).<br />
The investments are focused particularly<br />
on future growth, mainly in composites, higher<br />
efficiency and environmental aspects,<br />
anticipating continuous rises in energy prices<br />
and large-scale customisation. Production in<br />
the Netherlands will be streamlined and<br />
further modernised in order to reduce costs<br />
further.<br />
A major investment programme, which is<br />
expected to be completed in the first quarter<br />
of 2008, relates to the further expansion of<br />
production capacity for the second generation<br />
of <strong>TenCate</strong> Cetex ® . These high-pressuredeformable,<br />
fibre-reinforced composites<br />
(thermoplastics) have been developed for the<br />
construction of, among other things, the latest<br />
generation of aircraft. A new production<br />
hall has now entered service in Nijverdal.<br />
A third press has been operational at the site<br />
since October <strong>2007</strong>.<br />
<strong>TenCate</strong> Defender M<br />
Following the example of the US Army, the US Marine Corps has decided to purchase <strong>TenCate</strong> Defender M. <strong>TenCate</strong> develops<br />
and produces protective fabrics such as Defender M specifically to meet the strict requirements of government specifications. The<br />
costs of Defender M are considerably lower than those of traditional flame-resistant fabrics which have been approved for military<br />
applications. At the same time it offers the wearer excellent protection and comfort, is very durable and withstands the tough<br />
conditions in the field.<br />
Considerable sums have also been invested in<br />
a new in-house waste water treatment plant<br />
at the Nijverdal-Noord production complex.<br />
This anaerobic plant, the first in the Netherlands,<br />
entered service in June <strong>2007</strong> and is<br />
now fully operational. The plant will bring<br />
about a sharp reduction in environmental<br />
costs at this site.<br />
Another important investment activity during<br />
the reporting year relates to the production<br />
line for flame-retardant material. It is an<br />
investment both in a further increase in quality<br />
and in greater production efficiency. It also<br />
anticipates the growing market demand for<br />
flame-retardant fabrics.<br />
The plans for the gradual concentration of<br />
production processes at the Nijverdal-Noord<br />
production site were further developed during<br />
the reporting year. The positive effects of this<br />
were already evident in <strong>2007</strong>. In 2008, this<br />
process will be continued and further investments<br />
will be made. The innovative production<br />
processes (including digital finishing<br />
under the DigiTex name), which are focused<br />
on product development and sustainable process<br />
development, were continued in <strong>2007</strong> and<br />
have led to interesting results. Although this<br />
process is still in the laboratory phase, the<br />
trial production of new products is expected<br />
to be able to start in 2008. This is seen as one<br />
of the most innovative developments in the<br />
last few decades. As a result of these developments,<br />
the acquisition of a majority interest<br />
in Xennia (UK) was announced at the beginning<br />
of 2008. Xennia is an industrial partner<br />
in the DigiTex project.<br />
PROTECTIVE & OUTDOOR FABRICS<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is the market leader in protective<br />
fabrics in the United States (particularly the<br />
firefighting and defence markets) and in<br />
Europe (mainly the industrial market) and is a<br />
worldwide leader in high-quality concepts for<br />
personal protection in the professional wear<br />
market, including:<br />
◾ firefighting and defence markets<br />
◾ industrial market and<br />
◾ health sector.<br />
<strong>TenCate</strong> has specialised in the production of<br />
safety fabrics. These are marketed under<br />
<strong>TenCate</strong> brand names. Although <strong>TenCate</strong>’s<br />
direct customers are mostly producers and<br />
distributors of industrial clothing, the specifications<br />
are determined to a large extent by
the end-users. The tightening of safety<br />
requirements in work situations has led to<br />
greater demand for high-quality protection.<br />
Personal protection is based on European and<br />
North American standards, which have been<br />
drawn up for various industries. <strong>TenCate</strong> has<br />
developed tailor-made products for these<br />
markets. An important competitive advantage,<br />
in addition to successful product development<br />
and our broad technological base, is<br />
efficient production, particularly for volume<br />
products. The long-term, innovative projects<br />
and investments are intended to reduce the<br />
cost base significantly.<br />
<strong>TenCate</strong> conducts a policy focused on value<br />
chain management, in which the market position<br />
has been considerably strengthened in<br />
the past few years. End-user marketing and<br />
product differentiation based on an integrated<br />
commercial and technological platform have<br />
proved successful. The marketing of fabrics<br />
for specific risk areas provides a targeted<br />
response to various safety requirements and<br />
risks in a range of working situations. As a<br />
result of <strong>TenCate</strong>’s scale and increasing integration,<br />
new and existing products and technologies<br />
are being increasingly exchanged<br />
between the various geographic markets.<br />
Examples of this are the introduction of<br />
<strong>TenCate</strong> TecaSafe Plus in the United States<br />
and <strong>TenCate</strong> Millenia in Europe. Synergy is<br />
achieved by means of relatively lower development<br />
costs, purchasing advantages and a<br />
wide product portfolio. On the basis of<br />
<strong>TenCate</strong>’s existing infrastructure, market<br />
share is now being built up in regions including<br />
Eastern Europe, Asia and South America.<br />
GENERAL PERFORMANCE IN <strong>2007</strong><br />
In line with the strategy, strong growth was<br />
once again achieved in <strong>2007</strong> in the European<br />
and particularly the North American market<br />
for protective fabrics for protective clothing<br />
and professional wear, particularly in the<br />
defence market (United States). <strong>TenCate</strong> once<br />
again gained significant market share through<br />
specialization and the direct approach to endusers.<br />
The proportion of revenues accounted for by<br />
high-grade and fire-resistant safety fabrics is<br />
increasing further, partly as a result of the<br />
growing awareness of safety. <strong>TenCate</strong> works<br />
constantly on innovation and improvement in<br />
the wearing comfort of high-grade safety fabrics<br />
(humidity regulation, air permeability,<br />
weight). On the basis of new products and its<br />
Better protection against heat and fire<br />
technological capacities, <strong>TenCate</strong> is highly<br />
successful with new safety fabrics. In particular,<br />
there is growing demand for such materials<br />
in the American market, especially for<br />
American defence forces. Large orders were<br />
received for the Defender M and Gen2 during<br />
the reporting year. As a result, there was<br />
exceptional growth in <strong>TenCate</strong>’s market position<br />
in the United States in <strong>2007</strong>.<br />
In Europe too, <strong>TenCate</strong> has further developed<br />
the market for safety fabrics on the basis of<br />
the innovative technological knowhow available<br />
in the Group. The first orders were completed<br />
for high-grade fire-resistant fabrics<br />
(Millenia Light ® ) for the European firefighting<br />
market during the reporting year. In these<br />
products, various functional layers are combined<br />
to produce a safety concept. This is an<br />
example of our system approach, aimed at<br />
providing a solution and based on a set of<br />
functional characteristics.<br />
The extensive specialization in fire-resistant<br />
protection in North America offers further<br />
good opportunities in Europe and will further<br />
improve <strong>TenCate</strong>’s position in the firefighting<br />
market. There is also growing demand for<br />
fire-resistant protection in military applica-<br />
<strong>TenCate</strong> Protective Fabrics develops and produces fabrics which give protection against all kinds of dangers. One of those dangers<br />
is heat and fire. The demand for flame-resistant fabrics is growing fast and will continue to grow in the next five years. One of the<br />
reasons is that tighter regulations for protective clothing are being imposed in a growing number of countries. <strong>TenCate</strong>’s success in<br />
this market is due in part to the fact that <strong>TenCate</strong> materials combine optimum protection with a high degree of comfort.
In protective fabrics <strong>TenCate</strong> is the market leader in the United States and Europe<br />
and occupies a leading worldwide position in high-quality concepts for personal<br />
tions outside the United States, and growth is<br />
also being achieved in the industrial market in<br />
Europe.<br />
<strong>TenCate</strong> is the only company in its market<br />
with a global approach. That gives it the necessary<br />
critical mass. It is therefore able to<br />
take full advantage of the knowledge and<br />
experience in the various geographic markets.<br />
There is high market potential, but it will only<br />
be possible to meet demand fully once the<br />
production capacity of the raw material suppliers<br />
has been increased further.<br />
The start-up of the new continuous wide<br />
bleaching machine (CBB) for textile finishing<br />
at the Nijverdal-Noord site in mid-2006 was<br />
an important step forward. This is an example<br />
of successful process innovation. After the<br />
start-up phase, this innovation had a positive<br />
effect on quality, capacity, costs and delivery<br />
reliability during the reporting year. The CBB<br />
is unique in the textile industry and optimises<br />
the production process. This machine is<br />
also of importance for the DigiTex project,<br />
because it achieves a considerably higher<br />
level of quality.<br />
The market for outdoor fabrics has shown<br />
hardly any growth for a number of years. With<br />
its high-grade functional materials, <strong>TenCate</strong><br />
mainly targets the camping and external awnings<br />
market. In <strong>2007</strong> the strategy was refined,<br />
with a further streamlining of production<br />
activities in order to remain closely aligned<br />
with market developments. In addition to<br />
quality, <strong>TenCate</strong> focuses mainly on environmental<br />
and health aspects and fire safety.<br />
OUTLOOK<br />
The market for protective fabrics for protective<br />
clothing and professional wear continues<br />
to offer very good prospects. <strong>TenCate</strong> has an<br />
excellent position, with large ongoing orders.<br />
<strong>TenCate</strong> operates end-user marketing to tailor<br />
its product range more closely to specific risk<br />
groups. New and existing products and technologies<br />
are increasingly being exchanged<br />
among the various geographic markets.<br />
As a market leader in the high-grade segment<br />
of the outdoor fabrics market, <strong>TenCate</strong> anticipates<br />
market trends and customer-specific<br />
requirements with lightweight, flame-resistant<br />
fabric, contemporary designs and maintenance-friendly<br />
fabric. Since we use no harmful<br />
or toxic products in the production process,<br />
protection in the professional wear market.<br />
<strong>TenCate</strong> positions itself as a ‘green’ alternative<br />
to mainly Asian products.<br />
AEROSPACE & ARMOUR<br />
COMPOSITES<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is one of the world’s leading companies<br />
in the field of composites for aviation and<br />
armour. This market position as a material<br />
supplier was considerably strengthened during<br />
the reporting year, partly through the strategic<br />
acquisition of the Danish company<br />
Roshield (vehicle armour and personal protection)<br />
and the composites company Phoenixx<br />
TPC in the United States. In addition, the<br />
acquisition of Composix in the United States<br />
(vehicle armour), which was announced at the<br />
end of <strong>2007</strong>, was completed at the beginning<br />
of 2008.<br />
<strong>TenCate</strong> focuses mainly on applications of<br />
composites with high functionality, in which<br />
weight saving and low production and process<br />
costs for users of these materials in the<br />
value chain are important distinguishing characteristics.<br />
<strong>TenCate</strong> operates in markets with<br />
high barriers to entry. The competitive position<br />
in the markets of importance for <strong>TenCate</strong><br />
is determined above all by the qualification<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 47
asis and references. These provide assurance<br />
that <strong>TenCate</strong> will continue to play a role<br />
in the supply of specified materials in specific<br />
programmes. <strong>TenCate</strong> is innovative, flexible<br />
and prepared to co-operate as a development<br />
partner over the long term.<br />
<strong>TenCate</strong> Aerospace Composites<br />
<strong>TenCate</strong> occupies a leading position in the<br />
field of continuously fibre-reinforced hightemperature<br />
deformable composites (thermoplastics).<br />
These composites, under the name<br />
of <strong>TenCate</strong> Cetex ® , were developed for the<br />
construction of the latest generation of aircraft,<br />
but also have other applications. The<br />
acquisition of Phoenixx TPC is an excellent fit<br />
with this market position. The Phoenixx unidirectional<br />
(UD) technology strengthens the<br />
position of <strong>TenCate</strong>’s thermoplastic Cetex ®<br />
production line worldwide. It provides major<br />
support for the further growth of <strong>TenCate</strong>’s<br />
aerospace activities in this industry. In addition,<br />
Phoenixx has developed composites for<br />
applications in oil and gas extraction. As a<br />
result, there is increasing growth potential for<br />
this technology.<br />
48<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Apart from the weight saving, thermoplastics<br />
provide cost benefits when they are processed<br />
to manufacture the structural components<br />
of an aircraft. The use of composite<br />
materials is growing strongly in the aviation<br />
industry. This has been prompted by the<br />
desire to build aircraft more economically and<br />
to limit fuel consumption and noise emissions.<br />
As a result of the innovative developments at<br />
Airbus (A380), the use of composites is accelerating<br />
rapidly. <strong>TenCate</strong> is a supplier to Airbus,<br />
Boeing, Embraer and Cirrus, among others.<br />
The use of composites will increase<br />
further, for both the new Airbus A350 and the<br />
new Boeing 787, which comes to the market<br />
in 2008. Approximately half of the primary<br />
structure of the Boeing 787 will consist of<br />
composites. <strong>TenCate</strong> occupies a good strategic<br />
position in this market, since the increase<br />
in Cetex ® applications exceeds the growth of<br />
overall composite use.<br />
<strong>TenCate</strong> Armour Composites<br />
<strong>TenCate</strong> is active worldwide in this market.<br />
As a result of the acquisition of Roshield,<br />
<strong>TenCate</strong> has secured a leading position in the<br />
European market for personal and vehicle protection.<br />
In the Asian and American markets,<br />
<strong>TenCate</strong> has a strong position as a supplier of<br />
high-grade composites for the armour industry.<br />
<strong>TenCate</strong>’s activities in the field of personal<br />
(fire-resistant) protection provide a supplement<br />
to the defence market.<br />
Roshield is a strong design partner for vehicle<br />
producers in antiballistic protection. Projects<br />
in the field of vehicle protection involve customised<br />
production and must be tailored to<br />
specific threat levels. Antiballistic protection<br />
is used widely in military personnel transport,<br />
particularly by countries involved in peacekeeping<br />
missions. Roshield has large, longterm<br />
orders, including for the armouring of<br />
existing army trucks (add-on armour) and antiballistic<br />
protection for different types of<br />
ships, including patrol boats. The acquisition<br />
of Composix gives <strong>TenCate</strong> a position in the<br />
US market comparable to that in the European<br />
market. Substantial programmes have been<br />
announced for the US market, and Composix<br />
will potentially enable <strong>TenCate</strong> to play a<br />
greater role.
<strong>TenCate</strong> is focusing increasingly on safety<br />
concepts based on a multi-risk approach. In<br />
the armour market there has been a worldwide<br />
increase in the use of armour for increasingly<br />
serious threat levels. The choice of composites<br />
has been prompted by weight saving<br />
and functional characteristics. By combining<br />
materials, it is possible to develop safety concepts<br />
for different threat levels. The market is<br />
characterised by large projects and tenders,<br />
and bids can often be submitted jointly with<br />
other parties as a consortium. <strong>TenCate</strong> is<br />
highly specialised and internationally well<br />
established in this market and works closely<br />
with a number of major suppliers. There is<br />
also good co-operation with leading vehicle<br />
producers (road transport, shipbuilding and<br />
aviation).<br />
GENERAL PERFORMANCE IN <strong>2007</strong><br />
Aerospace & Armour Composites revenues<br />
grew in <strong>2007</strong> mainly due to the acquisition of<br />
Roshield. The European activities fell short of<br />
expectations, mainly due to the delays at Airbus<br />
and in the delivery of armour orders and<br />
lower sales of personal protection.<br />
Protecting ships against enemy fire<br />
In September 2006, <strong>TenCate</strong> Advanced Armour Denmark won an international tender for the development, design, production and<br />
installation of an antiballistic system for two new flexible support ships and three frigates for the Danish Navy. They are based on<br />
ceramic armour plates and a unique assembly system. The armouring of the first ship has now been completed. The fifth and final<br />
ship will be equipped with protection in a few years.<br />
The delivery delays which occurred during the<br />
year were not completely eliminated. The<br />
deliveries to Airbus for the A380 were back<br />
on track towards the end of the reporting<br />
year.<br />
In the market for aerospace composites,<br />
<strong>TenCate</strong> was successful in winning new qualifications<br />
(Boeing, Airbus). Qualifications are<br />
an important precondition for operation in<br />
these markets, which are characterised by<br />
high demands in areas such as security, and<br />
process control.<br />
Sales in the US grew strongly, but growth is<br />
being reduced somewhat by the sharp fall in<br />
the value of the dollar (currency translation<br />
effect).<br />
The armour market is a project-based market,<br />
with revenue levels fluctuating annually.<br />
Overall there was growth. <strong>TenCate</strong> already<br />
has a substantial portfolio of future orders.<br />
The proportion of revenues accounted for by<br />
armour composites in the vehicle market grew<br />
relatively strongly during the reporting year,<br />
partly as a result of the acquisitions.<br />
Aerospace<br />
In this sector the delays at Airbus (A380)<br />
affected <strong>TenCate</strong> to some extent during the<br />
reporting year, particularly with regard to<br />
activities in the Netherlands. This was offset<br />
by activities in the United States and by new<br />
applications and product development in the<br />
field of Cetex ® . Good growth was achieved<br />
here both with new and existing customers.<br />
Cetex ® System 3, a triple-component system<br />
is being successfully applied in increasing<br />
numbers of interior parts.<br />
This represents a major entry into the maintenance<br />
market, where materials are used in<br />
existing aircraft.<br />
The favourable trend in demand for <strong>TenCate</strong><br />
Cetex ® System 3 continued in <strong>2007</strong>. It is a<br />
lightweight and cost-effective system solution<br />
for interior parts of aircraft and other<br />
high-grade applications. The growth was due,<br />
among other things, to the outstanding<br />
mechanical characteristics of the composite<br />
material, such as lower production costs,<br />
higher fire safety and lower flue gas emissions.<br />
The material is also used in floor parts<br />
and aircraft seats.
The Brazilian company Embraer qualified Ten-<br />
Cate Cetex ® in 2006 for its new Phenom 100<br />
and 300 business jets. The Cetex share is nevertheless<br />
still small. This aircraft will be operational<br />
at the end of 2008. Orders have been<br />
received for hundreds of aircraft. Embraer is<br />
also continuing to develop new parts based<br />
on Cetex ® , which will result in further growth<br />
in this customer relationship.<br />
<strong>TenCate</strong> is also involved in the development<br />
of the A350-XWB. For this type of aircraft,<br />
which will be operational in 2013, Airbus will<br />
make large-scale use of lightweight composite<br />
materials.<br />
In addition to thermoplastics, <strong>TenCate</strong> has<br />
composites with other technical characteristics<br />
(thermosets). These are used particularly<br />
in military aviation and for smaller private aircraft.<br />
There is great demand for these particularly<br />
in the military and business markets.<br />
Thermosets are also used in the space, radar<br />
and telecommunications markets.<br />
Armour<br />
Bullet- and fragment-proof materials, integrated<br />
into safety concepts, account for the<br />
bulk of revenues in this sector. The rise in rev-<br />
50<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
enues was mainly due to Roshield and organic<br />
growth in the United States. The strategic<br />
focus on vehicle protection in our buy & build<br />
policy resulted in a further rise in revenues in<br />
this market segment and led to a considerable<br />
strengthening of the market position.<br />
A substantial order was received from the<br />
United Kingdom in the third quarter, relating<br />
to an urgent operational requirement for delivery<br />
in the fourth quarter. The delivery was<br />
almost fully completed but ran over into the<br />
first quarter of 2008. This order also represents<br />
a strong reference for <strong>TenCate</strong> in this<br />
market, which is important for possible follow-up<br />
orders.<br />
A number of attractive contracts were also<br />
concluded for the armouring of naval vessels<br />
and vessel components. Delivery for these<br />
European naval programmes began in <strong>2007</strong><br />
and will also run into the current financial<br />
year.<br />
There is growing demand for multi-threat protection:<br />
simultaneous protection against<br />
threats from bullets, knives and needles. This<br />
activity is another example of the desired system<br />
approach. These segments are gaining in<br />
importance. <strong>TenCate</strong> has a good European<br />
order book, including orders from the Dutch<br />
National Police Services Agency (KLPD). Some<br />
uncertainty with regard to the time of delivery<br />
of (project-related) orders is inherent in this<br />
market. Consequently, periodic sales fluctuations<br />
occur. <strong>TenCate</strong> reduces this uncertainty<br />
by operating worldwide, but fluctuations cannot<br />
be avoided.<br />
In <strong>2007</strong>, <strong>TenCate</strong> recorded growing sales of<br />
multi-threat systems for personal protection,<br />
which are being further developed. <strong>TenCate</strong><br />
Pro-Tector ® offers particular advantages in<br />
terms of weight, flexibility, humidity resistance<br />
and ease of incorporation in vests. The<br />
company participated in various worldwide<br />
programmes. DSM Dyneema ® has developed<br />
a new armour concept in exclusive cooperation<br />
with <strong>TenCate</strong>, which affords lighter protection<br />
against various types of munitions and<br />
consequently provides greater wearing comfort.<br />
<strong>TenCate</strong> is also supplying the spall liners (protection<br />
against metal splinters following shell<br />
impact) for a new infantry combat vehicle for<br />
the Dutch army. The order is for 184 vehicles,<br />
which are replacing the YPR armoured vehicle
As a result of the acquisition of Roshield, <strong>TenCate</strong> has secured a leading position<br />
from <strong>2007</strong>. <strong>TenCate</strong> is now also co-operating<br />
on a similar Danish vehicle project.<br />
The acquisition of Composix, a leading company<br />
in the fast-growing American armour<br />
market, was announced at the end of <strong>2007</strong><br />
and completed at the beginning of 2008. Composix<br />
produces advanced armouring solutions<br />
(fibre-reinforced composites and ceramics) for<br />
the protection of vehicles, aircraft, vessels<br />
and military personnel. The company has an<br />
excellent reputation as a developer of revolutionary<br />
concepts and as a technology partner.<br />
Partly as a result of this, Composix has<br />
become a major partner of the US government<br />
and related producers.<br />
The acquisition of Composix is an important<br />
step in the implementation of the strategy of<br />
achieving further growth in the world’s largest<br />
armour market.<br />
in the European market for personal and vehicle protection.<br />
OUTLOOK<br />
Aerospace<br />
The outlook for <strong>TenCate</strong> in this segment is<br />
excellent. <strong>TenCate</strong> has established a technological<br />
position that enables us to present<br />
ourselves as a development partner. Various<br />
innovative development programmes are currently<br />
under way, some of which are subsidised.<br />
Sales for the A380 are set to increase considerably<br />
in 2008. <strong>TenCate</strong> occupies an excellent<br />
position with the Cetex ® material, which is<br />
increasingly being used in various segments<br />
of the aircraft industry. The outlook for this<br />
composite material, particularly in combination<br />
with the market position of Phoenixx, is<br />
therefore extremely favourable. <strong>TenCate</strong> has<br />
an excellent basis within the A350 XWB<br />
project.<br />
<strong>TenCate</strong> is also one of the few Dutch suppliers<br />
to the aircraft industry that are qualified<br />
for the AS/EN 9100 certificate. <strong>TenCate</strong> will<br />
consequently play a growing role in the United<br />
States. The company has also completed a<br />
number of new US qualifications, which will<br />
make a growing contribution to the aerospace<br />
segment in this market.<br />
Armour<br />
Attractive new qualifications have been completed<br />
for 2008 with a number of important<br />
market players in the armour market. <strong>TenCate</strong><br />
has built up a strong position in the past few<br />
years. Jointly with Roshield and Composix,<br />
<strong>TenCate</strong> will be able to build up a large market<br />
share in the field of vehicle protection in<br />
both Europe and the United States. There are<br />
major synergies among the various <strong>TenCate</strong><br />
companies, which operate in the market as a<br />
group.<br />
As a result of the further modernisation of<br />
various defence units, there will be strong<br />
organic growth at <strong>TenCate</strong> in 2008. This<br />
applies in particular to high-value programmes<br />
for vehicle protection in both the United<br />
States and Europe, but also in the field of personal<br />
protection.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 51
Supply of artificial grass components for Olympic hockey<br />
52<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Esther Brummelhuis,<br />
‘In addition to players’ safety, key factors for us in new<br />
developments are the specifi c characteristics of<br />
hockey, such as ball roll, the control and speed<br />
of the ball and avoiding injuries.’<br />
Communication & PR Manager,<br />
<strong>TenCate</strong> Thiolon<br />
<strong>TenCate</strong> is supplying artifi cial grass for four<br />
pitches on which the hockey matches will be<br />
played during the Olympic Games in Beijing.<br />
Due to a special design concept, these pitches<br />
have improved shock absorption. What is more,<br />
<strong>TenCate</strong>’s LSR ® technology makes them safer<br />
for players if they come into contact with the<br />
artifi cial grass matting.<br />
Sports Technology International, the Australian partner of <strong>TenCate</strong> Thiolon, has won the<br />
contract to supply the artifi cial grass pitches on which the Olympic hockey matches will be<br />
played in Beijing. A special concept has been developed for the Olympic hockey pitches in<br />
close co-operation with the strategic partners. This offers on the one hand better physical<br />
protection as a result of improved shock absorption and on the other hand a greater ability<br />
to retain water. The system is based on <strong>TenCate</strong>’s Low Sliding Resistance LSR ® technology.
Geosynthetics & Grass<br />
For <strong>TenCate</strong>, players’ safety and avoiding injuries<br />
are key principles in new developments.<br />
<strong>TenCate</strong> has a leading position in research and<br />
development and is aware of its social responsibility.<br />
Environmental aspects are also integrated<br />
into the development of a safe overall<br />
Vincent Homrighausen,<br />
concept consisting of an upper layer and substructure.<br />
The Chinese men’s hockey team is<br />
very enthusiastic about the playing characteristics.<br />
‘This is the best hockey pitch in China.<br />
It’s top quality!’ said captain Song Yi.<br />
Sales & Marketing Manager Asia,<br />
<strong>TenCate</strong> Thiolon<br />
<strong>TenCate</strong> Thiolon supplied the artificial grass fibres and Sports Technology International<br />
installed the pitches.<br />
The pitches are important reference projects for safer and more durable hockey pitches.<br />
At the request of the Chinese Hockey Association, the pitches have also been edged with a<br />
yellow and red strip. These colours symbolise the Chinese fl ag.<br />
‘ The specially developed concept allows<br />
players to make full use of their technique.<br />
That makes the game more attractive for<br />
players and spectators alike.’<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 53
Geosynthetics & Grass<br />
KEY FIGURES<br />
Geosynthetics & Grass <strong>2007</strong> 2006 2005 2004 2003<br />
in millions of euros, unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
468.3 397.5 273.9 231.9 213.0<br />
(EBITA) 30.4 25.6 23.8 21.8 17.6<br />
EBITA margin (%) 6.5 6.4 8.7 9.4 8.3<br />
Operating result (EBIT) 28.3 25.5 23.8 21.8 16.9<br />
Investments 44.9 28.9 10.5 5.3 8.3<br />
Depreciation and amortisation 20.0 13.7 7.9 7.9 8.7<br />
Net capital employed 354.8 215.8 206.4 98.2 102.1<br />
Staff years at year-end 2,053 1,633 1,544 1,176 1,121<br />
Return on net assets (%) 9.7 12.9 22.6 21.9 16.7<br />
ACTIVITIES<br />
The Geosynthetics & Grass sector consists of<br />
the following market groups:<br />
◾ <strong>TenCate</strong> Geosynthetics<br />
Fabrics, grids and nonwovens for use in civil<br />
engineering, the construction industry and the<br />
environmental market. <strong>TenCate</strong> also produces<br />
industrial fabrics for various applications,<br />
such as fish farms, agribusiness, sport and<br />
recreation.<br />
◾ <strong>TenCate</strong> Grass<br />
Artificial grass (Thiolon ® Grass) for a wide<br />
range of sport applications. <strong>TenCate</strong> produces<br />
the artificial grass fibre and backing. From<br />
<strong>2007</strong> <strong>TenCate</strong> is also supplying infill and other<br />
components, according to its own specifications,<br />
which play a part in determining the<br />
characteristics of an artificial grass pitch.<br />
Fibre production accounts for by far the largest<br />
proportion of sales.<br />
Protection against melting ice<br />
The glaciers in Austria have shrunk by 15% since 1969. As a result, lift pillars can become dislodged, rocks can appear on the sur-<br />
face and lifts can become unreachable on skis. <strong>TenCate</strong> Geosynthetics Austria has developed <strong>TenCate</strong> TopTex GLS. This material<br />
reflects sunlight, so the heat does not penetrate the fabric. The structure ensures that snow does not slide away, thereby minimis-<br />
ing the risk of avalanches. Water, which could accelerate the melting process, flows rapidly from the material. <strong>TenCate</strong> TopTex has<br />
no impact on flora and fauna.<br />
SALES AND RESULTS<br />
Revenues in the <strong>TenCate</strong> Geosynthetics &<br />
Grass sector amounted to € 468 million during<br />
the year under review, a rise of 18% (2006:<br />
€ 398 million). This rise was almost entirely<br />
due to the acquisition of Mattex (<strong>TenCate</strong><br />
Thiolon Middle East) in April <strong>2007</strong>. On an<br />
organic basis, the revenue rise was 8%. EBITA<br />
rose from € 25.6 million to € 30.4 million. The<br />
rise was limited by the sluggishness of the<br />
geosynthetics market in the United States<br />
and start-up costs in the production of artificial<br />
grass fibres. On an organic basis, EBITA<br />
decreased by 22%. <strong>TenCate</strong> Thiolon Middle<br />
East made a good contribution to the results.<br />
The EBITA margin rose slightly during the year<br />
to 6.5% (2006: 6.4%). The positive impact of<br />
<strong>TenCate</strong> Thiolon Middle East was negated by<br />
the market situation in the United States, the<br />
production problems in artificial grass and the<br />
strong rise in raw material costs. Conditions<br />
have now been created for a considerable<br />
improvement in results, due to cost reductions,<br />
improved process control in artificial<br />
grass production and price rises.
<strong>TenCate</strong> is the only producer which operates worldwide with a broad portfolio<br />
INVESTMENTS<br />
The total investments in this sector rose 55%<br />
to € 44.9 million, compared to € 28.9 million in<br />
2006. Depreciation and amortisation rose<br />
strongly to € 20.0 million, partly due to the<br />
acquisition of Mattex in <strong>2007</strong>.<br />
Considerable sums were invested in the construction<br />
of a new production site for geosynthetics<br />
in China in <strong>2007</strong>. This plant entered<br />
service in April 2008.<br />
In addition, an investment plan for artificial<br />
grass production drawn up at the end of 2006<br />
was expanded in <strong>2007</strong> due to the growing<br />
demand in the global market. <strong>TenCate</strong> has a<br />
major competitive advantage because it<br />
serves the global market from three production<br />
sites: Dubai, the United States and the<br />
Netherlands. This is an important factor, partly<br />
due to the sharp fall in the value of the dollar.<br />
<strong>TenCate</strong> Thiolon Middle East will be the<br />
largest production facility in the Grass group<br />
in 2008.<br />
of both specialist products and systems and volume products.<br />
GEOSYNTHETICS<br />
MARKET POSITION AND STRATEGY<br />
Geosynthetics is the collective name for fabrics,<br />
grids and nonwovens, which are mainly<br />
used in civil engineering, agriculture and the<br />
construction industry. The use of these materials<br />
is mainly aimed at (erosion) protection,<br />
ground stability, land reclamation, drainage,<br />
separation of strata and strengthening of<br />
dykes and sheet piling. Customers for these<br />
products are mainly the dredging industry and<br />
construction companies. <strong>TenCate</strong> is the only<br />
producer which operates worldwide with a<br />
broad portfolio of both specialist products and<br />
systems and volume products.<br />
The market leadership position should ensure<br />
further profitable growth in this sector. In the<br />
implementation of the global strategy, market<br />
positions with a strong brand image (<strong>TenCate</strong><br />
Mirafi ® , <strong>TenCate</strong> Polyfelt ® , <strong>TenCate</strong> Bidim ®<br />
and <strong>TenCate</strong> Nicolon ® labels) are exploited.<br />
<strong>TenCate</strong> has substantial production and distribution<br />
resources for geosynthetics in the<br />
United States, Europe and South-East Asia.<br />
The growth strategy is focused particularly on<br />
innovative products with high added value.<br />
The Group aims for growth particularly in Asia<br />
and South America. In the United States,<br />
<strong>TenCate</strong> is successful on the basis of a strategy<br />
focused on offering a wide range of products<br />
with a high level of service and technical<br />
support. Partly as a result of acquisitions and<br />
their integration in the past few years, a position<br />
similar to that in America has been<br />
secured or is being developed in Europe,<br />
South-East Asia and Australasia. The integrated<br />
companies are complementary in<br />
terms of market area, product portfolio and<br />
technology.<br />
<strong>TenCate</strong> has been active in the market for<br />
geosynthetics for a number of years and continuously<br />
develops new, high-grade applications,<br />
such as the <strong>TenCate</strong> Geotube ® concept.<br />
Geotube, a large container for sand, is being<br />
used successfully worldwide in the construction<br />
of hydraulic structures, coastal protection<br />
and land reclamation. Further development of<br />
this concept has led to a solution in the environmental<br />
market, whereby sludge is cleared<br />
from ports, canals and lakes. In the case of<br />
industrial sludge, for example from the paper<br />
and pulp industry, Geotube works as a filtering<br />
and dewatering technology (high performance<br />
filtration fabric). These products can be<br />
used in a wide range of water management<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 55
applications. Their use worldwide is increasing,<br />
partly as a result of natural disasters,<br />
flooding and water shortages.<br />
<strong>TenCate</strong> has a reputation in the market as one<br />
of the most innovative suppliers. <strong>TenCate</strong><br />
Geosynthetics North America has once again<br />
received an award for technological innovation.<br />
This time it related to the way in which<br />
improvements were made to the security zone<br />
on one of the runways at Yeager Airport<br />
(Charleston, United States).<br />
GENERAL PERFORMANCE IN <strong>2007</strong><br />
The Geosynthetics market group had a difficult<br />
year overall as a result of the deterioration<br />
in the market conditions in the United<br />
States, which is the main sales region. In Asia<br />
and Australia in particular, the market situation<br />
was much more favourable.<br />
In Europe, continuing revenue growth was<br />
achieved, although the market for large<br />
projects involving geotextiles was less active.<br />
There is nevertheless a discernible trend<br />
whereby customers are looking increasingly<br />
at the environmental effects of the chosen<br />
solutions. Geosynthetics are generally environmentally<br />
friendly and result in cost sav-<br />
ings, two characteristics which are rated positively.<br />
Margins have decreased considerably. This is<br />
a result of the sluggish demand in the United<br />
States and a continuing rise in raw material<br />
prices as a result of higher oil prices, which<br />
could not be passed on sufficiently in selling<br />
prices.<br />
The worldwide strategy was further implemented<br />
during the reporting year. This is<br />
focused on gearing the various production<br />
facilities and technologies to the required<br />
product portfolio, product innovations and<br />
growth in new applications and geographic<br />
areas. In addition to dominant positions in the<br />
United States, Europe and Asia, <strong>TenCate</strong> is<br />
increasingly looking at growth potential in the<br />
Middle East and Eastern Europe.<br />
Over 50% of the materials and systems are<br />
used in infrastructure projects and civil engineering.<br />
In addition, materials are supplied for<br />
the construction industry, the recreation market<br />
and the agricultural sector. <strong>TenCate</strong> has a<br />
substantial market share in growing mats for<br />
the mushroom cultivation sector.<br />
Valuable orders were received and attractive<br />
A highway on solid ground<br />
<strong>TenCate</strong> geosynthetics are being used in the widening of the R6 in the Czech Republic. The new four-lane highway is part of the<br />
route between Prague and the Czech-German border. The section is 7.54 km long and covers an area of 190,000 m². It has eight<br />
bridges. The embankments have a total area of 880,000 m³.<br />
Five qualities of geosynthetic materials are being used: for the strengthening of the embankments, the foundations of the bridge<br />
abutments, soil stabilisation and the building of temporary construction access roads. <strong>TenCate</strong> is able to supply the full range of<br />
geosynthetics: wovens, nonwovens and grids.<br />
projects were completed in the field of infrastructure<br />
and the environment in <strong>2007</strong>:<br />
◾ Through the use of geosynthetics, temporary<br />
roads and accommodation were built<br />
within a short time and at modest cost in<br />
<strong>2007</strong> for over 100,000 Mississippi residents<br />
made homeless by Hurricane<br />
Katrina.<br />
◾ <strong>TenCate</strong> geosynthetics were used in the<br />
widening of the R6 in the Czech Republic.<br />
The new four-lane highway is part of the<br />
route between Prague and the Czech-<br />
German border.<br />
◾ 93,000 m² of <strong>TenCate</strong> Geolon ® was sup-<br />
◾<br />
plied for the Zuidwending salt extraction<br />
area near Veendam. The use of this geotextile<br />
means that the entire working area<br />
remains accessible by vehicles.<br />
<strong>TenCate</strong> Geosynthetics North America<br />
now also focuses on paving restoration<br />
(asphalt repairs) and other road-building<br />
projects.<br />
◾ Construction of a 73-metre-high slope<br />
with <strong>TenCate</strong> Miragrid ® , <strong>TenCate</strong><br />
Miramesh ® and <strong>TenCate</strong> Mirafi ® ◾<br />
for the<br />
extension of one of the runways at Yeager<br />
Airport (West Virginia, USA).<br />
<strong>TenCate</strong> Polyfelt geotextiles were used in<br />
the construction of a diversion canal in
the Teesta Dam IV project in West Bengal,<br />
India.<br />
Geotube ® systems were also used in <strong>2007</strong> for<br />
land reclamation, coastal protection and dyke<br />
construction:<br />
◾ In order to protect NASA’s Wallops Flight<br />
Center against storms and other violent<br />
natural phenomena, a two-meter-high<br />
and over 1,500-meter-long wall was<br />
erected using <strong>TenCate</strong> Geotube containers<br />
on the beach at Wallops Island<br />
(Virginia).<br />
◾ The beaches and tourist facilities at Cancun<br />
in Mexico, which had been affected<br />
by Hurricane Wilma, have been permanently<br />
protected by Geotube systems<br />
from <strong>TenCate</strong> since <strong>2007</strong>.<br />
◾ Geotube is being used in the rebuilding<br />
work at the Rijksmuseum in Amsterdam.<br />
Sludge resulting from the removal of<br />
floors is being dewatered by means of<br />
custom-made Geotube.<br />
<strong>TenCate</strong> also develops interactive materials<br />
using glass fibre technology. Examples include<br />
<strong>TenCate</strong> GeoDetect ® and <strong>TenCate</strong> Hydro-<br />
Detect ® . GeoDetect makes it possible to<br />
monitor reinforced soil structures locally and<br />
to deal with subsidence before it becomes<br />
critical. This system is already proving its<br />
worth, for example under high-speed lines,<br />
where subsidence can lead to dangerous situations<br />
and must therefore be detected immediately.<br />
OUTLOOK<br />
Cost savings were made particularly at the<br />
Geosynthetics production sites in the United<br />
States at the end of <strong>2007</strong> in view of the<br />
market situation.<br />
The number of large projects can nevertheless<br />
lead to fluctuations in revenues from year<br />
to year. The market outlook is positive on the<br />
whole, despite the mediocre outlook for economic<br />
growth.<br />
<strong>TenCate</strong>’s market position for infrastructure<br />
projects will be further strengthened in 2008<br />
with the start-up of production activities in<br />
China. This offers excellent prospects for revenue<br />
and profit growth. The growth is expected<br />
partly on the basis of the strategy focused<br />
on the development of products with additional<br />
added value and the increasing attention<br />
devoted to water management and<br />
environmental protection.<br />
GRASS<br />
MARKET POSITION AND STRATEGY<br />
In terms of volume, technology and innovative<br />
capability, <strong>TenCate</strong> is the world market leader<br />
in artificial grass fibres. <strong>TenCate</strong> also has a<br />
leading position in carpet backing for artificial<br />
grass carpet, particularly in the high-quality<br />
market segment (sports pitches).<br />
In the artificial grass market, a distinction is<br />
drawn between the sport market and the<br />
landscaping market (recreational applications,<br />
public green spaces, landscape applications,<br />
etc.) The sport market is the largest area of<br />
application, although landscaping is growing<br />
rapidly, particularly in the United States and<br />
Southern Europe. <strong>TenCate</strong>’s products are used<br />
in both market segments.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 57
<strong>TenCate</strong>’s policy is aimed at further developing<br />
its leading role in the artificial grass sector<br />
for the future. In addition to measures<br />
aimed at operational and logistical improvements,<br />
this includes:<br />
◾ product differentiation in order to accommodate<br />
various technical product characteristics;<br />
◾ endeavouring to promote awareness<br />
◾<br />
among end-users of the importance of a<br />
good, durable and safe pitch (brand<br />
awareness and system approach);<br />
acceleration of technological developments<br />
based on patent positions (new<br />
generations of artificial grass fibres and<br />
systems);<br />
◾ repositioning through greater control over<br />
the value chain and embedding of the system<br />
philosophy.<br />
<strong>TenCate</strong> aims to co-operate with market participants<br />
who endorse the system concept<br />
approach:<br />
◾ systematic development of sports pitches,<br />
with predictable technical characteristics;<br />
◾ provision of a wide range of artificial<br />
grass systems, focusing on the specific<br />
requirements of users;<br />
◾ increase in the current quality standards,<br />
with greater attention being devoted to<br />
the level of technical characteristics;<br />
◾ safe base for players;<br />
◾ development of a cost-effective total concept<br />
in order to put the product within<br />
reach of a wider target group;<br />
◾ partnerships in the chain to guarantee the<br />
quality of the end-product, made from<br />
high-quality system components;<br />
◾ end-user marketing, whereby <strong>TenCate</strong><br />
and its partners provide advice for endusers,<br />
such as associations, clubs and<br />
other interested parties, on the system<br />
performance of the sports pitch, either<br />
directly or through its commercial partners;<br />
◾ transparency with regard to the characteristics<br />
and durability of the sports<br />
pitch;<br />
◾ exclusion of possibly environmentally<br />
unfriendly or harmful raw materials.<br />
<strong>TenCate</strong> aims to remain distinctive by means<br />
of high-quality products and systems and<br />
intensive R&D, in close co-operation with<br />
knowledge institutions. This includes co-operation<br />
with the Institute for Sport & Leisure of<br />
the University of Twente, TNO and other test-<br />
Bird-free verges<br />
ing and research centres. In this way it is able<br />
to provide sound advice and information for<br />
end-users.<br />
COMPLETION OF THE STRATEGIC FRAME-<br />
WORK OF VALUE CHAIN MANAGEMENT<br />
The acquisition of Mattex at the beginning of<br />
<strong>2007</strong> further strengthened <strong>TenCate</strong>’s position<br />
as a fibre producer. For almost 40 years,<br />
<strong>TenCate</strong> has developed, produced and marketed<br />
artificial grass fibres and carpet backing<br />
for artificial grass pitches for various uses.<br />
<strong>TenCate</strong> has a leading role in research and<br />
development and is therefore aware of its<br />
social responsibility. In contact sports such as<br />
football, player safety is of paramount importance.<br />
Environmental aspects are also integrated<br />
into the development of a safe total<br />
concept consisting of an upper layer and substructure.<br />
Recycling costs are also taken into<br />
account. These products, assembled into artificial<br />
grass systems with specific technical<br />
characteristics, are supplied in particular to<br />
companies in the carpet sector, marketing<br />
organisations and installation companies<br />
which offer end-users total concepts.<br />
Birds are not only dangerous to aviation but also constitute a major cost. <strong>TenCate</strong>Thiolon Aviation LSR ® is artificial grass based on<br />
the tried-an-tested LSR technology but is tougher than traditional artificial grass fibres and natural grass. This quality has there-<br />
fore been developed specially for use on taxiways and runways at airports. Birds and other animals do not like this tough surface<br />
and therefore stay away. In addition, the artificial grass matting is unaffected by engine emissions or the cleaning of the paving.<br />
Thiolon Aviation LSR provides extra stabilisation. What is more, air traffic is not impeded by mowing equipment.
An important motive behind the value chain<br />
management strategy in the artificial grass<br />
market is that <strong>TenCate</strong> wishes to exercise<br />
greater control of the overall artificial grass<br />
system in terms of technical characteristics,<br />
quality, service life and environmental<br />
aspects.<br />
In the context of end-user marketing, one of<br />
the cornerstones of the value chain management<br />
model, attention is devoted to<br />
the importance of branding. The <strong>TenCate</strong><br />
Thiolon ® brand has a strong quality image.<br />
The brand is also seen as progressive and<br />
innovative.<br />
End-users and decision-makers are constantly<br />
developing greater knowledge of artificial<br />
grass. There is a trend in the market whereby<br />
greater importance is being attached to quality,<br />
durability and safety. Our branding policy<br />
reflects this trend.<br />
UEFA, FIFA and the associations are increasingly<br />
focusing on the technical performance<br />
aspects, quality and playing characteristics of<br />
sports pitches and how they develop. Local<br />
authorities, which are important customers,<br />
are gaining increasing knowledge of artificial<br />
In terms of volume, technology and innovative capability,<br />
<strong>TenCate</strong> is the world market leader in artificial grass fibres.<br />
grass. <strong>TenCate</strong> sees this as a positive development.<br />
In this connection a development can also be<br />
seen whereby <strong>TenCate</strong> will co-operate more<br />
closely with marketing organisations. In some<br />
of these organisations (Greenfields, Edel<br />
Grass), <strong>TenCate</strong> has a minority interest. The<br />
principal motive is to guarantee quality and<br />
system development.<br />
Another cornerstone of our value chain management<br />
is innovation, which will lead to a<br />
fourth-generation artificial grass system.<br />
<strong>TenCate</strong> is producing an integrated system<br />
combining the main technical characteristics,<br />
such as shock absorption, friction resistance<br />
and ball roll.<br />
Adjustments have also been made with regard<br />
to cost control and product differentiation.<br />
The acquisition of Mattex also generates cost<br />
advantages for us, making a positive contribution<br />
to the overall competitive position.<br />
<strong>TenCate</strong> has devoted a great deal of attention<br />
to product differentiation in the past few<br />
years. The company has developed a broad<br />
product portfolio, with distinctive products<br />
for various areas of application.<br />
The growing artificial grass market is also<br />
attracting new players, particularly in Asia.<br />
New fibre producers are emerging mainly<br />
from the carpet industry (backward integration).<br />
Because of the increasing professionalism<br />
in the market, it is becoming more difficult<br />
to secure a position from the lower end of<br />
the market. <strong>TenCate</strong>’s current position in the<br />
overall value chain and the focus on systems,<br />
coupled with our innovative capabilities, constitute<br />
a considerable competitive advantage.<br />
Guaranteeing quality is a challenge. The<br />
industry as a whole wants to offer better<br />
quality guarantees in terms of quality criteria,<br />
delivery conditions and performance guarantees<br />
for end-users. The European Synthetic<br />
Turf Organisation (ESTO) has been formed<br />
with this objective. A similar development<br />
took place previously in the United States. In<br />
Asia, <strong>TenCate</strong> has established its own quality<br />
guarantee system, giving end-users assurance<br />
as to the origin of the product and the<br />
associated quality guarantees.<br />
<strong>TenCate</strong> aims to position itself worldwide as<br />
a leading player in the artificial grass market.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 59
GENERAL PERFORMANCE IN <strong>2007</strong><br />
The Grass group recorded revenue and earnings<br />
growth in the year under review, partly<br />
as a result of the acquisition of Mattex Leisure<br />
Industries at the beginning of <strong>2007</strong>. The<br />
artificial grass market showed global growth<br />
of approximately 10% to 15%, depending on<br />
the region and the market segment. In organic<br />
terms, the revenue growth was under pressure<br />
from the fall in the value of the dollar and<br />
delays in the start-up of new equipment.<br />
The Grass group embarked on a major conversion<br />
and expansion at the end of 2006 and the<br />
beginning of <strong>2007</strong>, in view of the current and<br />
future growth of the artificial grass market as<br />
a whole and the strong increase in demand<br />
for monofilament (MF) fibres in particular. The<br />
new product portfolio, a larger proportion of<br />
MF fibres and combined fibre products (multifilaments),<br />
which bring together various functional<br />
characteristics, made changes necessary<br />
in the production processes. The<br />
consequences were evident mostly at the production<br />
site in the Netherlands. The expansion<br />
and conversion operation was accompanied<br />
by start-up problems. As a result, output<br />
did not reach the required level in terms of<br />
volume and costs until the end of the year.<br />
This put downward pressure on earnings.<br />
60<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
The acquisition of <strong>TenCate</strong> Thiolon Middle<br />
East enabled <strong>TenCate</strong> to meet a large part of<br />
the increased demand for MF products.<br />
Artificial grass is a global market, in which a<br />
number of global market participants are buyers<br />
of <strong>TenCate</strong> products. A plan has been<br />
drawn up for the Grass group whereby the<br />
global market will be optimally served from<br />
three production sites. In 2008, the product<br />
portfolio and the price-performance ratios are<br />
being harmonised worldwide to create a global<br />
product portfolio.<br />
The Grass group also includes production of<br />
backing, the material on which fibres are tufted<br />
by carpet producers. Sales of outdoor<br />
backing for artificial grass carpet are growing,<br />
while production of indoor backing is<br />
being scaled down. Since <strong>2007</strong>, <strong>TenCate</strong> has<br />
also provided the infill between the grass<br />
fibres (Thiolon Infill Pro ® ). The type of infill is<br />
one of the factors that determines the performance<br />
of the artificial grass pitch. The<br />
infill is made of environmentally friendly thermoplastic<br />
granules and contains no harmful<br />
materials. The provision of a co-ordinated set<br />
of components makes it possible to market<br />
system concepts together with components<br />
that are used in the substructure. Currently<br />
the market is lacking total concepts that enable<br />
the end-user to make choices based on<br />
the desired performance or playing characteristics<br />
of the pitch. This approach is being<br />
increasingly developed by <strong>TenCate</strong> in co-operation<br />
with partners in the chain. This is a strategic<br />
development, which was further implemented<br />
during the reporting year and<br />
increases the company’s distinctive capability.<br />
The European market is shifting as a result of<br />
growing demand from football, particularly<br />
towards fibres with a strong visual similarity<br />
to natural grass. <strong>TenCate</strong> is meeting this trend<br />
with new fibres which guarantee the desired<br />
technical characteristics. These fibre types<br />
are used by bodies such as FIFA (FIFA Home),<br />
at the KNVB training complex and by a number<br />
of professional football clubs.<br />
<strong>TenCate</strong>’s Australian partner, Sports Technology<br />
International, won the contract in <strong>2007</strong> to<br />
supply the artificial grass pitches on which<br />
the Olympic hockey matches will be played in<br />
Beijing. A special concept was developed for<br />
these artificial grass pitches as a result of<br />
close co-operation between the two compa-
nies. This offers on the one hand greater<br />
physical protection through improved shock<br />
absorption and on the other hand increased<br />
water drainage. The hockey pitches also provide<br />
a safe base if players come into contact<br />
with the pitch, because the system is based<br />
on <strong>TenCate</strong>’s LSR ® (Low Sliding Resistance)<br />
technology. The Olympic pitches are important<br />
reference projects for <strong>TenCate</strong>, demonstrating<br />
its ability to supply safe and durable<br />
hockey pitches. Hockey accounts for a considerable<br />
proportion of <strong>TenCate</strong>’s revenues but is<br />
largely a replacement market.<br />
OUTLOOK<br />
The volume of the global market is expected<br />
to grow annually by an average of 10-15% in<br />
the years ahead. Geographically, however,<br />
there are major differences. The European<br />
market, which is dominated by football, is the<br />
largest geographic market, followed by the<br />
American market. The Asian market, which is<br />
still heavily focused on multi-sport applications<br />
for schools and universities and other<br />
institutions is growing rapidly. This also<br />
means that the number of local suppliers will<br />
increase, partly due to the relatively lower<br />
quality requirements and import restrictions,<br />
particularly those imposed by the Chinese<br />
Olympic artificial grass<br />
Sports Technology International, a partner of <strong>TenCate</strong>, has been awarded the contract to supply artificial grass pitches on which<br />
the Olympic hockey matches will be played in Beijing. A special design concept has been developed for these artificial grass<br />
pitches, based on <strong>TenCate</strong>’s LSR® technology. This concept has improved shock absorption and increased water drainage. The<br />
pitches also provide a safe base for players. For <strong>TenCate</strong>, safety and avoiding injuries are key principles in new developments. The<br />
Chinese men’s hockey team is very enthusiastic about the playing characteristics.<br />
authorities. <strong>TenCate</strong> is therefore studying the<br />
possibility and desirability of local production.<br />
In Europe there is a broad market, with a<br />
range of sports being played on artificial<br />
grass. Further growth will be achieved mainly<br />
as a result of growing acceptance of artificial<br />
grass in football. Acceptance of artificial<br />
grass is high in the United States and the<br />
market is more uniform (American football,<br />
high-school market). Continuing growth is<br />
expected in this market, despite the mediocre<br />
economic outlook.<br />
Further investments in production capacity<br />
will take place in 2008, in line with market<br />
developments and the strategy. The strategic<br />
and operational steps taken in the past year<br />
should lead to considerably higher results in<br />
2008, although these remain partly dependent<br />
on trends in raw material prices (PE/PP)<br />
and the dollar.
The power of innovation<br />
62<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Robert Lenferink,<br />
‘Our R&D specialists work intensively with the leading knowledge<br />
carriers, including our suppliers, customers, institutions and<br />
universities. As a result, we have an international R&D machine<br />
that enables us to innovate more effi ciently every time. That’s what<br />
makes the difference!’<br />
Head of R&D, <strong>TenCate</strong> Advanced Composites<br />
The Erasmus Innovation Award jury declared <strong>TenCate</strong> to be the most innovative and competitive<br />
organisation in the Netherlands. It was impressed by the way in which the company<br />
combines technological and social innovation. <strong>TenCate</strong>'s innovation process was described<br />
as social innovation: ‘the development of new management skills (dynamic management),<br />
the application of innovative organisational principles (fl exible organisation) and the implementation<br />
of high-quality work forms (smarter working and development of talent)’.
Erasmus Innovation Award<br />
Tatjana Topalovic,<br />
Product Development Engineer<br />
<strong>TenCate</strong> Advanced Textiles<br />
‘Today’s product development is the basis for tomorrow’s success.’<br />
Innovation forms one of the four cornerstones<br />
of our value chain management model. To succeed<br />
with innovation, it is important to be<br />
focused on the technology and applications.<br />
We deliberately select product-market combinations<br />
in which functional specifi cations for<br />
materials play a decisive role.<br />
Successful innovation is a creative process<br />
which must also be targeted at those characteristics<br />
and requirements that are distinctive<br />
for the specifi c areas of application in which<br />
our products can potentially be used. Through<br />
effective control of this process, <strong>TenCate</strong> has<br />
successfully secured distinctive positions in<br />
strategic key markets over the years.<br />
<strong>TenCate</strong>'s innovation policy is mainly aimed at providing solutions for worldwide trends.<br />
A number of trends are important for <strong>TenCate</strong>’s future growth, such as increased security<br />
and protection levels, fuel economy, water management, environmental protection and<br />
developments in the fi eld of sport and recreation.<br />
Technology forms one of the spearheads of innovation for <strong>TenCate</strong>. When developing new<br />
product/market combinations, it is important to co-operate with institutions that have the<br />
necessary complementary knowledge.<br />
Frank Spaan, Director of<br />
Corporate Development<br />
& Investor Relations<br />
‘Successful innovation is the result of channelling creativity,<br />
mobilising knowledge and applying a binding agent in the<br />
organisation on the basis of a clear strategic vision.’<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 63
Technical Components /<br />
Holding & Services<br />
KEY FIGURES<br />
Technical Components/<br />
Holding & Services <strong>2007</strong> 2006 2005 2004 2003<br />
in millions of euros, unless stated otherwise<br />
Revenues<br />
Operating result before amortisation<br />
67.4 93.3 127.0 179.2 186.7<br />
(EBITA) * 2.4 4.2 – 1.5 1.7 3.6<br />
Operating result (EBIT) 2.4 3.7 – 1.8 1.7 3.2<br />
Investments 1.0 2.4 2.5 2.7 2.6<br />
Depreciation and amortisation 1.9 3.3 5.2 5.7 6.8<br />
Staff years at year-end<br />
*<br />
including exceptional income.<br />
729 696 863 1,254 1,311<br />
ACTIVITIES<br />
<strong>TenCate</strong> Enbi is the only commercial group in<br />
this sector. The other companies in the Technical<br />
Components sector have been divested<br />
as part of the fix it/exit policy.<br />
<strong>TenCate</strong> Enbi is one of the major global players<br />
in the development and production of<br />
(technical) rollers and components based on<br />
rubber and foam technology for paper transport<br />
and image transfer in printers, copiers<br />
and fax machines, and for postal sorting<br />
machines and ATMs.<br />
64<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
In the financial reports, the data for <strong>TenCate</strong><br />
Enbi are combined with those of the holding<br />
company and the related <strong>TenCate</strong> services.<br />
SALES AND RESULTS<br />
<strong>TenCate</strong> Enbi’s revenues decreased by 3%<br />
during the reporting year. On an organic basis,<br />
they remained unchanged.<br />
Strong revenue growth was recorded in Asia,<br />
but there was a decline in revenues from the<br />
office equipment market in the United States<br />
and Europe. The revenues from diversified<br />
markets also grew, particularly the market for<br />
components for heating equipment and the<br />
automotive industry. The decrease in EBITA<br />
was mainly due to the sale of Plasticum in<br />
2006.<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> Enbi’s core markets performed well.<br />
Strong growth (> 10%) was recorded in the<br />
market for colour laser printers. The inkjet<br />
printer market also showed healthy growth of<br />
approximately 8%. Niche markets, such as<br />
photo printers and ATMs, are also showing<br />
growth.<br />
There are nevertheless geographic differences.<br />
The European market is contracting, as a<br />
result of which consolidation is taking place.<br />
The weakness of the dollar is benefiting producers<br />
outside the eurozone. The <strong>TenCate</strong><br />
Enbi production site in China is now operational<br />
and should have a positive impact on<br />
future developments.<br />
The company also serves a number of niche<br />
markets, including postal sorting machines,<br />
the automotive industry, ATMs, photo printers<br />
and heating systems. High-grade products are<br />
developed in co-operation with the customer.<br />
In addition, in-house products are developed<br />
and produced for the OEMs. In order to offset
<strong>TenCate</strong> Enbi is a leading supplier to major European, American and Asian printer and<br />
copier manufacturers and one of the few suppliers operating on these three continents.<br />
the loss of revenues in the European market,<br />
<strong>TenCate</strong> Enbi has also focused on the replacement<br />
market for laser printer cartridges.<br />
<strong>TenCate</strong> Enbi is endeavouring to broaden its<br />
customer portfolio. Major progress was made<br />
towards this objective again in <strong>2007</strong>, partly as<br />
a result of supplying fuser rollers to a leading<br />
South Korean printer manufacturer.<br />
<strong>TenCate</strong> Enbi fulfils high technological and<br />
quality requirements. The development of<br />
new products and innovations is a precondition<br />
for generating further growth and<br />
replacement sales in a market with ever<br />
shorter life cycles.<br />
GENERAL PERFORMANCE IN <strong>2007</strong><br />
<strong>TenCate</strong> Enbi can look back on a satisfactory<br />
year. The company is responding rapidly to<br />
global shifts in production by OEMs. The sites<br />
in Singapore and China in particular are taking<br />
advantage of this trend.<br />
Sales in the replacement market are growing<br />
slowly. This is mainly due to lengthy qualification<br />
procedures.<br />
Supplying fuser rollers to South Korea<br />
After more than two years of close co-operation between the technologists at Samsung in South Korea and the fuser roller R&D<br />
department in Rochester (NY, USA), <strong>TenCate</strong> Enbi began supplying fuser rollers from its production site at Zhuhai (China).<br />
These are used in Samsung’s high-volume laser printer platforms.<br />
In Europe, it has been decided to carry out an<br />
organizational integration of the sites in Germany<br />
and Hungary. This will lead to greater<br />
commercial strength and cost reductions in<br />
2008.<br />
OUTLOOK<br />
<strong>TenCate</strong> Enbi is looking to 2008 with confidence.<br />
In order to achieve growth, it is necessary<br />
to generate replacement sales continuously.<br />
With sites in the United States, Europe and<br />
Asia, <strong>TenCate</strong> Enbi can react appropriately to<br />
developments in the world market, which is<br />
dominated by a number of large players<br />
(OEMs). The developments in market participants<br />
are important for further developments<br />
at <strong>TenCate</strong> Enbi.<br />
The relocation of production due to cost savings<br />
remains an ongoing process, particularly<br />
for volume products. High-grade production<br />
for niche markets takes place on a more<br />
regional basis.<br />
<strong>TenCate</strong> has previously expressed its intention<br />
of divesting <strong>TenCate</strong> Enbi. No time limit<br />
has been set. The policy therefore remains to<br />
achieve further strategic development, so<br />
that <strong>TenCate</strong> Enbi can continue to present<br />
itself as a reliable long-term development<br />
partner. Continuity, quality and reliability in<br />
all aspects of the operating process are<br />
accordingly key principles.
Innovative learning<br />
66<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
‘In addition to practical co-operation with colleagues, the programme<br />
offers detailed insights which can be applied to day-to-day operational<br />
management and innovative business cases. The <strong>TenCate</strong> Active programme<br />
is the ideal <strong>TenCate</strong> mix of people, knowledge and materials!’<br />
Jeroen Boks, Global Product Manager<br />
Personal Protection, <strong>TenCate</strong> Advanced<br />
Composites<br />
Entrepreneurship, leadership, innovative capability,<br />
a focus on results and co-operation are<br />
core values which are strengthened in<br />
<strong>TenCate</strong>’s management development (MD) programme.<br />
The aim is to ensure appropriate succession,<br />
the development of current and<br />
potential management and the attraction of<br />
talent worldwide. The <strong>TenCate</strong> Active programme<br />
forms part of the efforts in the MD<br />
area.<br />
For an enterprising and growing organisation such as <strong>TenCate</strong>, timely identification and<br />
development of in-house talent for tomorrow’s management is an important key to success.<br />
The company operates a four-layer international management development programme<br />
focusing on appropriate succession, the development of current and potential management<br />
and the attraction of the right talents. The MD programme strengthens core values such as<br />
entrepreneurship, leadership, innovative capability, a focus on results and co-operation.
Management development<br />
Marleen Schuite,<br />
The <strong>TenCate</strong> Active programme has been<br />
developed in co-operation with TSM Business<br />
School and is generally viewed as an innovative<br />
programme.<br />
In addition to the acquired knowledge, skill,<br />
expertise and attitude, an important added<br />
value is the co-operation between the strategic<br />
product groups and disciplines.<br />
‘As well as providing knowledge and insight<br />
with regard to <strong>TenCate</strong>’s strategy, the <strong>TenCate</strong><br />
The MD programme will be implemented in Europe and the United States and expanded to<br />
include an executive programme, a talent-scouting programme and a trainee programme. In<br />
these programmes too, the emphasis will be on entrepreneurship, leadership and a focus on<br />
results. Continuous scouting, assessment, evaluation and talent development form the core<br />
of every programme.<br />
Active programme provides a secure, inspiring<br />
and effective learning environment in which<br />
there is space for innovation and development.’<br />
The Active programme also offers insights into<br />
operational management and business cases –<br />
from explanatory strategic analyses to the<br />
well-founded implementation of our strategic<br />
pillars.<br />
‘The Business Projects section is an excellent example of<br />
how you can take professionals out of their physical work<br />
environment and have them work together in an inspiring<br />
learning environment. As a programme manager I’m very<br />
proud of the participants’ end-result and the commitment<br />
showed by the management.’<br />
Business Development Manager, TSM Business School<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 67
68<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
Financial statements <strong>2007</strong><br />
Royal Ten Cate<br />
Consolidated profit and loss account 71<br />
Consolidated balance sheet 72<br />
Consolidated cash flow statement 74<br />
Consolidated statement of changes in Group equity 76<br />
Notes to the consolidated financial statements 77<br />
1 General information on Royal Ten Cate 77<br />
2 General principles for financial reporting 77<br />
3 Principles for the preparation of the financial<br />
statements 77<br />
4 Consolidation principles 78<br />
5 Foreign currencies 79<br />
6 Derivatives 79<br />
7 Hedge accounting 80<br />
8 Segment reporting 80<br />
9 Revenues 80<br />
10 Raw materials and manufacturing supplies 80<br />
11 Lease payments 80<br />
12 Financial income and expenses 81<br />
13 Profit tax 81<br />
14 Earnings per share 82<br />
15 New standards and interpretations<br />
not yet applied 82<br />
16 Principles for the cash flow statement 83<br />
17 Tangible fixed assets 83<br />
18 Intangible fixed assets 84<br />
19 Inventories 85<br />
20 Trade and other receivables 85<br />
21 Cash and cash equivalents 85<br />
22 Impairment 85<br />
23 Share capital 86<br />
24 Pension liabilities 87<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 69
25 Share-based payments 87<br />
26 Provisions 88<br />
27 Long-term debts 88<br />
28 Trade creditors 88<br />
Notes to the consolidated profit and loss account 89<br />
29 Segment information 89<br />
30 Acquisitions and divestment of subsidiaries 91<br />
31 Personnel costs 93<br />
32 Other operating costs 93<br />
33 Financial income and expenses 94<br />
34 Profit tax 94<br />
35 Result from associated companies 95<br />
36 Result from divested operations 95<br />
Notes to the consolidated balance sheet 96<br />
37 Tangible fixed assets 96<br />
38 Intangible fixed assets 98<br />
39 Other participating interests 99<br />
40 Other long-term receivables and investments 99<br />
41 Deferred tax receivables and liabilities 100<br />
42 Inventories 100<br />
43 Trade debtors 101<br />
44 Other receivables 101<br />
45 Cash and cash equivalents 101<br />
46 Equity 101<br />
47 Earnings per share 104<br />
48 Long-term debts 105<br />
49 Pension liabilities 107<br />
50 Provisions 110<br />
70<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Other information 111<br />
51 Financial instruments 111<br />
52 Liabilities not shown in the balance sheet 115<br />
53 Investment liabilities 116<br />
54 Contingent liabilities 116<br />
55 Post balance sheet events 116<br />
56 Related parties 116<br />
57 Estimates and judgments formed by<br />
the management 117<br />
Company financial statements 118<br />
58 Company profit and loss account 118<br />
59 Company balance sheet before appropriation<br />
of profit 118<br />
Notes to the company financial statements 119<br />
60 Financial fixed assets 119<br />
61 Equity 120<br />
62 Called and paid-up capital 120<br />
63 Ordinary shares 120<br />
64 Share premium reserve 120<br />
65 Statutory reserves 121<br />
66 Other reserves 121<br />
67 Option plan 121<br />
68 Provisions 124<br />
69 Long-term liabilities 124<br />
70 Short-term liabilities 124<br />
71 Other information 125
Consolidated profit and loss account<br />
in millions of euros note <strong>2007</strong> 2006<br />
Revenues 29 886.0 770.5<br />
Changes in inventories of finished products and work in progress – 11.7 – 4.8<br />
Raw materials and manufacturing supplies 463.6 402.2<br />
Work contracted out and other external expenses 54.9 34.7<br />
Personnel costs 31 178.3 171.2<br />
Depreciation and impairment 37 29.1 22.1<br />
Amortisation 38 3.6 1.0<br />
Other operating costs 32 98.8 94.0<br />
Total operating expenses 816.6 720.4<br />
OPERATING RESULT 69.4 50.1<br />
Financial income 33 0.5 0.1<br />
Financial expenses 33 – 11.8 – 8.1<br />
NET FINANCIAL EXPENSES – 11.3 – 8.0<br />
PRE-TAX RESULT 58.1 42.1<br />
Profit tax 34 – 11.9 – 11.4<br />
Result after tax but before divestment of activities 46.2 30.7<br />
Result from participating interests 35 – 3.4<br />
Result from divested operations after tax 36 0.3 42.0<br />
RESULT AFTER TAX 46.5 76.1<br />
ATTRIBUTABLE TO:<br />
Shareholders of parent company (net income) 46.4 76.0<br />
Minority interests 0.1 0.1<br />
Weighted average number of shares (x 1,000) 47 22,797 20,749<br />
Weighted average number of shares after dilution (x 1,000) 47 22,967 21,264<br />
Net profit per share (euro)<br />
corrected to take account of result from divested activities and<br />
2.04 3.66<br />
exceptional income* 1.89 1.64<br />
Diluted net result per share (euro)<br />
corrected to take account of result from divested activities and<br />
2.02 3.57<br />
exceptional income*<br />
* <strong>2007</strong>: Concerns in particular income from the sale of real estate and associated expenses: € 3.1 million net.<br />
1.87 1.60<br />
2006: Adjusted for comparison purposes.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 71
Consolidated balance sheet<br />
in millions of euros note 31 December <strong>2007</strong> 31 December 2006<br />
FIXED ASSETS<br />
Tangible fixed assets 37 218.1 165.8<br />
Intangible assets 38 136.8 12.4<br />
Other participating interests 39 1.3 1.3<br />
Other long-term receivables 40 4.9 5.1<br />
Deferred tax receivables 41 13.6 11.9<br />
Total fixed assets 374.7 196.5<br />
CURRENT ASSETS<br />
Inventories 42 176.2 157.7<br />
RECEIVABLES<br />
Trade debtors 43 145.8 109.0<br />
Profit tax receivables 3.8 4.7<br />
Other receivables 44 16.6 14.5<br />
Cash and cash equivalents 45 4.8 6.7<br />
Total current assets 347.2 292.6<br />
TOTAL ASSETS 721.9 489.1<br />
72<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
in millions of euro note 31 December <strong>2007</strong> 31 December 2006<br />
GROUP EQUITY 46<br />
Share capital 58.9 52.7<br />
Share premium reserve 50.7 6.3<br />
Statutory reserve – 19.5 – 2.0<br />
Other reserves 173.6 105.7<br />
Undistributed Result 46.4 76.0<br />
Equity attributable to shareholders of the company 310.1 238.7<br />
Minority interests 0.3 0.2<br />
Group equity 310.4 238.9<br />
LONG-TERM LIABILITIES<br />
Long-term debts 48 222.3 63.5<br />
Pension liabilities 49 28.5 31.8<br />
Provisions 50 11.4 11.8<br />
Deferred profit tax liabilities 41 0.9 0.2<br />
Total long-term liabilities 263.1 107.3<br />
SHORT-TERM LIABILITIES<br />
Banks, current accounts 45 12.5 29.1<br />
Repayment of long-term debt 48 0.4 1.3<br />
Trade creditors and other payables 128.9 103.1<br />
Provisions 50 3.4 5.8<br />
Profit tax payable 3.2 3.6<br />
Total short-term liabilities 148.4 142.9<br />
Total liabilities 411.5 250.2<br />
TOTAL GROUP EQUITY AND LIABILITIES 721.9 489.1<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 73
Consolidated cash flow statement<br />
in millions of euros note <strong>2007</strong> 2006<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Result after tax 46.5 76.1<br />
Adjustments for<br />
Depreciation and impairment 37 29.1 22.1<br />
Amortisation 38 3.6 1.0<br />
Interest 33 10.9 7.1<br />
Exchange rate differences 33 0.4 0.9<br />
Profit tax 34 11.9 11.4<br />
Result from associated companies 35 – – 3.4<br />
Result from divested operations 36 – 0.3 – 42.0<br />
Result from sale of tangible fixed assets 32 – 9.7 – 3.7<br />
Costs of option plan 1.1 0.2<br />
Change in provisions and pension liabilities<br />
CASH FLOW FROM OPERATING ACTIVITIES (EBIT)<br />
– 5.3 – 4.0<br />
BEFORE CHANGE IN WORKING CAPITAL 88.2 65.7<br />
CHANGES IN WORKING CAPITAL<br />
Inventories – 19.8 – 6.7<br />
Receivables – 31.6 – 11.7<br />
Short-term liabilities 16.2 14.4<br />
– 35.2 – 4.0<br />
CASH FLOW FROM OPERATING ACTIVITIES 53.0 61.7<br />
Interest paid – 11.1 – 7.3<br />
Profit tax paid – 14.1 – 9.2<br />
CASH FLOW FROM OPERATING ACTIVITIES 27.8 45.2<br />
74<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
in millions of euros note <strong>2007</strong> 2006<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
Income from sale of tangible fixed assets 32 11.1 4.5<br />
Interest received 0.3 0.2<br />
Dividend received 40 – 0.6<br />
Divested activities less cash 30 7.8 64.0<br />
Receipt of long-term receivables 0.2 0.2<br />
Acquisition of operating companies less cash acquired 30 – 182.9 –<br />
Acquisition of associated company 30 – – 1.3<br />
Cash acquired from joint venture included in consolidation – 0.3<br />
Investments in intangible fixed assets 38 – 1.4 – 0.7<br />
Investments in tangible fixed assets 37 – 61.5 – 42.3<br />
Increase in long-term receivables – 0.5 – 1.8<br />
CASH FLOW FROM INVESTING ACTIVITIES – 226.9 23.7<br />
CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 199.1 68.9<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Issue of new shares 50.6 –<br />
Issue of repurchased shares 1.0 0.3<br />
Repurchase of own shares – 4.2 – 7.2<br />
Drawdown of long-term debt 215.3 0.6<br />
Repayment of long-term debt – 56.2 – 68.1<br />
Dividend payment to shareholders – 4.7 – 5.8<br />
CASH FLOW FROM FINANCING ACTIVITIES 201.8 – 80.2<br />
CHANGE IN CASH* 2.7 – 11.3<br />
Cash on 1 January – 22.4 – 21.3<br />
Currency differences in cash 12.0 10.2<br />
CASH AS AT 31 DECEMBER<br />
* Cash includes: cash and cash equivalents minus banks, current accounts (see note 45).<br />
– 7.7 – 22.4<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 75
Consolidated statement of changes in Group equity<br />
in millions of euros<br />
76<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Share<br />
capital<br />
Share<br />
premium<br />
Retained<br />
earnings of<br />
associated<br />
companies<br />
Translation<br />
differences<br />
Retained<br />
earnings<br />
Undistributed<br />
profit<br />
Undistributed<br />
result<br />
BALANCE AS AT 1 JANUARY 2006 52.0 7.0 23.9 4.6 63.4 0.4 30.5 181.8<br />
Foreign currency translation differences<br />
Release of statutory reserve on sale<br />
–6.2 –6.2<br />
of participating interest –0.4 –0.4<br />
Result for 2006 76.0 76.0<br />
TOTAL RESULT FOR 2006 – – – – 6.6 – – 76.0 69.4<br />
2005 profit appropriation 4.4 13.5 0.1 –18.0 –<br />
Dividend paid –5.8 –5.8<br />
Stock dividend<br />
Transfer of statutory reserve on sale<br />
0.7 –0.7 6.7 –6.7 –<br />
of participating interest – 28.3 28.3 –<br />
Share-based payments 0.2 0.2<br />
Issue of repurchased shares 0.3 0.3<br />
Repurchase of own shares –7.2 –7.2<br />
TOTAL OTHER CHANGES 0.7 – 0.7 – 23.9 – 41.8 0.1 – 30.5 – 12.5<br />
BALANCE AS AT 31 DECEMBER 2006 52.7 6.3 – –2.0 105.2 0.5 76.0 238.7<br />
BALANCE AS AT 1 JANUARY <strong>2007</strong> 52.7 6.3 – –2.0 105.2 0.5 76.0 238.7<br />
Foreign currency translation differences –18.8 –18.8<br />
Result for <strong>2007</strong> 46.4 46.4<br />
TOTAL RESULT FOR <strong>2007</strong> – – – – 18.8 – – 46.4 27.6<br />
2006 profit appropriation 1.3 58.5 – 59.8 –<br />
Dividend paid – 4.7 – 4.7<br />
Stock dividend 0.9 – 0.9 11.5 – 11.5 –<br />
Issue of shares 5.3 45.3 50.6<br />
Share-based payments 1.1 1.1<br />
Issue of repurchased shares 1.0 1.0<br />
Repurchase of own shares – 4.2 – 4.2<br />
TOTAL OTHER CHANGES 6.2 44.4 1.3 – 67.9 – – 76.0 43.8<br />
BALANCE AS AT 31 DECEMBER <strong>2007</strong> 58.9 50.7 1.3 – 20.8 173.1 0.5 46.4 310.1<br />
MINORITY INTERESTS<br />
Balance as at 1 January 2006 –<br />
In consolidation of Geofabrics Australasia 0.1<br />
Result for 2006 0.1<br />
Balance as at 31 December 2006 0.2<br />
Result for <strong>2007</strong> 0.1<br />
Balance as at 31 December <strong>2007</strong> 0.3<br />
Total<br />
equity
Notes to the consolidated financial statements<br />
ACCOUNTING STANDARDS<br />
1 GENERAL INFORMATION ON ROYAL TEN CATE<br />
Koninklijke Ten Cate nv (Royal Ten Cate) (the Company) is established in Almelo, the Netherlands.<br />
The consolidated financial statements of the Company comprise those of the Company and its operating companies<br />
(referred to collectively as the ‘Group’) and the Group’s interests in other (non-consolidated) participating<br />
interests and a proportionally consolidated joint venture. The financial statements have been prepared by the<br />
Executive Board. The <strong>2007</strong> annual report and accounts were discussed on 26 February 2008 at the meeting of<br />
the Supervisory Board. They were released for publication on 27 February 2008. They will be presented to the<br />
general meeting of shareholders for adoption on 3 April 2008.<br />
The parent company financial statements form part of the <strong>2007</strong> financial statements of Royal Ten Cate. Royal<br />
Ten Cate has made use of the exemption pursuant to article 2:402 of Book 2 of the Netherlands Civil Code with<br />
regard to the parent company financial statements.<br />
The original financial statements were prepared in the Dutch language. This document is a version translated<br />
into English. In the event of any differences between the English and the Dutch text, the latter shall prevail.<br />
2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />
The consolidated financial statements have been prepared in accordance with International Financial <strong>Report</strong>ing<br />
Standards, as adopted within the EU (hereinafter EU-IFRS) and with Title 9 of Book 2 of the Netherlands Civil<br />
Code.<br />
3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS<br />
The financial statements are presented in millions of euros, unless stated otherwise. The financial statements<br />
have been prepared on the basis of historical cost, except for the following assets and liabilities, which are<br />
valued at market value: derivative financial instruments and financial instruments held for trading purposes.<br />
In preparing the financial statements, the Executive Board has in some cases used estimates and assumptions<br />
which affect the amounts stated in the consolidated financial statements (see note 57). Changes in estimates<br />
and assumptions may affect amounts reported in future years. The actual results may differ from such estimates.<br />
The accounting principles set out below have been applied consistently by the Group’s operating companies and<br />
joint venture for the periods presented in the consolidated financial statements.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
4 CONSOLIDATION PRINCIPLES<br />
4.1 Operating companies<br />
Operating companies are companies in which the Group directly and/or indirectly has a controlling interest. The<br />
Company has a direct or indirect controlling interest if it can determine the financial and operational policy of a<br />
company in such a way that it can derive a benefit from the activities of that company. The financial statements<br />
of operating companies are included in the consolidated financial statements from the first to the last date on<br />
which control is exercised.<br />
4.2 Associated companies, joint ventures and other participating interests<br />
Associated companies are companies in which the Group can exert significant influence on the financial and<br />
operational policy, but in which it has no controlling interest and which are not therefore included in the consolidation.<br />
Joint ventures are companies over which the Group has joint control and in which such control has been<br />
set forth in an agreement and in which strategic decisions on the financial and operational policy are taken on<br />
the basis of unanimity.<br />
Joint ventures are proportionally consolidated. Associated companies are accounted for using the equity<br />
method.<br />
If the Group’s share in losses exceeds the book value of the associated company, the book value is stated at<br />
zero and further losses are no longer stated, unless the Group has entered into a legally enforceable or actual<br />
liability on behalf of the associated company. Other participating interests over which no significant influence is<br />
exerted are valued at market value and the dividend is stated in the profit and loss account when it is made payable.<br />
If no market value is available and other methods do not result in a reasonable estimate, the investment is<br />
valued at cost less impairment.<br />
4.3 Elimination of transactions on consolidation<br />
Intragroup balances and transactions between the operating companies in the Group and unrealised profits<br />
and losses on such transactions are eliminated in the preparation of the consolidated financial statements.<br />
Unrealised profits on Group transactions with non-consolidated companies and proportionally consolidated joint<br />
ventures are eliminated in proportion to the Group’s interest in the respective company. Unrealised losses are<br />
eliminated in the same way as unrealised profits, but only to the extent that there is no indication of impairment.<br />
78<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
5 FOREIGN CURRENCIES<br />
5.1 Transactions in foreign currencies<br />
Receivables and liabilities denominated in foreign currencies are converted into euros at the rate prevailing on<br />
the balance sheet date. Transactions in foreign currencies are converted into euros at the exchange rate applying<br />
on the transaction date. Foreign exchange translation differences are stated in the profit and loss account.<br />
Non-monetary assets and liabilities which are denominated in foreign currencies and valued on the basis of<br />
historical cost are converted into euros at the exchange rate on the transaction date.<br />
5.2 Financial statements of foreign operating companies<br />
The profit and loss accounts of foreign operating companies are converted into euros at the exchange rate on<br />
the transaction date. Assets and liabilities including goodwill are converted at the rates on the balance sheet<br />
date. The resulting translation differences are carried in equity. If a foreign activity is fully or partly divested,<br />
the respective amount is transferred from equity to the profit and loss account. The rates of the main currencies<br />
against the euro are as follows:<br />
Closing rate Average rate<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
US dollar 1.46 1.32 1.37 1.26<br />
Hungarian forint (100) 2.54 2.51 2.52 2.64<br />
Danish krone 7.45 – 7.45 –<br />
UAE dirham 5.36 – 5.03 –<br />
Singapore dollar 2.12 2.02 2.06 2.00<br />
Malaysian ringgit 4.88 4.66 4.72 4.62<br />
6 DERIVATIVES<br />
Royal Ten Cate uses derivatives in order to hedge exchange rate and interest rate risks resulting from operating,<br />
financing and investing activities. Examples are interest rate caps and swaps as well as currency options and<br />
forward contracts. In accordance with its treasury policy, the Group does not use derivatives for trading purposes.<br />
Nor does it issue such derivatives. Any derivatives which do not meet the requirements for hedge accounting<br />
are stated as trading instruments. Derivatives are valued at market value. The inclusion of the resulting<br />
income or expense depends on the nature of the item being hedged. The market value of interest rate swaps<br />
is the estimated amount which the Group would receive or would have to pay in order to terminate the swap<br />
on the balance sheet date, taking into account the current interest rate and the current creditworthiness of the<br />
counterparty/counterparties in the swap. The market value of foreign exchange forward contracts is the quoted<br />
market price (forward price) on the balance sheet date.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
7 HEDGE ACCOUNTING<br />
Where specific conditions are met (IAS 39 88), hedge accounting can be applied. Under these specific conditions,<br />
there must be a demonstrable one-on-one relationship between the risk and the hedge instrument. In such<br />
a situation, the profit or loss is stated directly in equity during the term of the risk and the hedge instrument.<br />
When the risk and/or the hedge instrument terminates, the result is stated in the profit and loss account or in<br />
the cost price of the first-time inclusion of the non-financial asset or liability. If no hedge accounting is applied,<br />
profits or losses on the hedge instrument are always stated in the profit and loss account. No hedge accounting<br />
was applied in the <strong>2007</strong> financial statements.<br />
8 SEGMENT REPORTING<br />
A segment is a clearly distinguishable part of the Group which is engaged in the supply of products or services<br />
(business segment), or the supply of products or services in a particular economic environment (geographic segment)<br />
which has a different risk and return profile than other segments. The Group’s primary segmentation is<br />
based on business segments.<br />
9 REVENUES<br />
Revenues comprise the revenues from goods and services supplied to third parties, less discounts and any taxes<br />
due.<br />
Revenues from sales of goods are recognised in the profit and loss account when the main risks and benefits of<br />
ownership have been transferred to the purchaser.<br />
Revenues from services supplied are recognised in the profit and loss account in proportion to the extent of performance<br />
of the work applying on the balance sheet date. No revenues are recognised if significant uncertainties<br />
remain with regard to the collection of the remuneration due, the associated costs or the possible return of<br />
goods, and also if there is a protracted management involvement with such goods.<br />
10 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />
The consumption of raw materials and manufacturing supplies is calculated on the basis of historical cost.<br />
11 LEASE PAYMENTS<br />
11.1 Operational leasing<br />
Lease payments in respect of operational leasing are stated in the profit and loss account on a straight-line<br />
basis over the lease term.<br />
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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
11.2 Financial leasing<br />
Lease payments are stated partly as financing charges and partly as a repayment of the outstanding liability.<br />
The financing costs are allocated to each period of the total lease term in such a way that this results in a constant<br />
periodic interest rate on the residual balance of the liability.<br />
12 FINANCIAL INCOME AND EXPENSES<br />
The financial income and expenses include the interest charges on cash, interest-bearing investments, interest<br />
charges on financial lease payments, foreign exchange translation differences and results of derivatives for<br />
which no hedge accounting is used. Interest income and expenses are included in the profit and loss account on<br />
the basis of the effective interest rate method.<br />
13 PROFIT TAX<br />
The tax on profit for the financial year includes the taxation that is payable, available for set-off and deferred in<br />
respect of the reporting period. The tax is stated in the profit and loss account, except where it relates to items<br />
which are included directly in equity, in which case the tax is stated in equity.<br />
Tax that is payable and available for set-off in respect of the reporting period is the tax which is expected to be<br />
payable on the taxable result, calculated on the basis of tax rates which have been set on the balance sheet<br />
date, or on which a firm decision has been taken by the balance sheet date, and corrections to tax payable in<br />
respect of previous years.<br />
A provision is formed for deferred tax differences using the balance sheet liability method for timing differences<br />
between the book value of assets and liabilities for the financial reporting and the fiscal book value of the items<br />
concerned. No provision is formed in respect of two timing differences: non-tax-deductible goodwill and the difference<br />
between the economic and fiscal value of operating companies, associated companies, joint ventures<br />
and other participating interests. The amount of the provision for deferred tax liabilities is based on the method<br />
by which the book value of the assets and liabilities is expected to be realised or settled, using tax rates which,<br />
on the balance sheet date, have been specified by law or in respect of which an effective legal decision has<br />
been taken. The amount of deferred tax receivables is reduced to the extent that it is no longer likely that the<br />
associated tax benefit will be realised.<br />
Additional taxes on the profit in respect of dividend payments are stated at the same time as the liability to pay<br />
the respective dividend.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
14 EARNINGS PER SHARE<br />
The Group presents ordinary and diluted earnings per share for the ordinary share capital. The net result per<br />
ordinary share is calculated on the basis of the profit attributable to shareholders or the loss divided by the<br />
weighted average number of ordinary shares in issue during the reporting period. In the calculation of the diluted<br />
earnings per share, the weighted average number of ordinary shares in issue during the reporting period is<br />
corrected to take account of the potential dilutive effect on the ordinary shares arising from the share options<br />
granted to employees.<br />
15 NEW STANDARDS AND INTERPRETATIONS NOT YET APPLIED<br />
A number of new standards, amendments to standards and interpretations were not in force in <strong>2007</strong> and have<br />
therefore not been applied to these consolidated financial statements:<br />
◾ IFRS 8 – Operating segments, the replacement for IAS 14 Segment <strong>Report</strong>ing: introduces the management<br />
approach to segment reporting. This becomes compulsory with effect from 2009 and is consistent with the<br />
breakdown which the management uses for internal purposes. The impact of IFRS 8 on <strong>TenCate</strong> is currently<br />
being analysed.<br />
◾ Revision of IAS 23 – Borrowing costs: the existing possibility of charging financing expenses in connection<br />
with the construction or purchase of an asset directly to the result is no longer permitted under the amended<br />
standard. Instead, financing costs must be capitalised. This already happens in the case of significant<br />
investments.<br />
◾ IFRIC 14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction:<br />
IAS 19 states that pension surpluses may be capitalised if they are available to the company. The<br />
interpretation states that this is the case if the company has unconditional rights to the surplus. An existing<br />
minimum cover ratio may have consequences for this. IFRIC 14 applies to financial years commencing on or<br />
after 1 January 2008 and earlier application is recommended. The impact of IFRIC 14 on <strong>TenCate</strong> is currently<br />
being analysed.<br />
◾ IFRS3 – Business Combinations will be adjusted with effect from 1 July 2009.<br />
◽ On the basis of the amended standard, acquisition costs must from now on be charged directly to the<br />
result. At present they are still capitalised as part of goodwill.<br />
◽ The value of an earn out arrangement on the acquisition date is based on the market value. Changes<br />
in the market value will from now on be stated directly as a charge to the result (currently corrected in<br />
goodwill).<br />
◾ Other new standards such as<br />
◽ IFRIC 11, IFRS 2– Group and Treasury Share Transactions<br />
◽ IFRIC 12 Service Concession Arrangements<br />
◽ IFRIC 13, Customer Loyalty Programmes<br />
are not expected to have any material impact on <strong>TenCate</strong>.<br />
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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
16 PRINCIPLES FOR THE CASH FLOW STATEMENT<br />
Cash flows from operating activities are presented on the basis of the indirect method. Cash flows in foreign<br />
currencies are converted at the exchange rate on the date of the cash flow or on a cash basis. Changes which<br />
have not resulted in cash flows, such as exchange rate differences, acquisitions, financial lease liabilities,<br />
changes in market value, recognised share-related transactions and similar transactions are eliminated in this<br />
statement. Dividends paid to shareholders are included in the cash flow from financing activities. Dividends<br />
received are stated in the cash flow from investing activities, and interest paid is stated in the cash flow from<br />
operating activities. Overdrafts which are immediately repayable and form part of the cash management of<br />
the Group are included in the balance of cash and bank current accounts as part of the consolidated cash flow<br />
statement.<br />
17 TANGIBLE FIXED ASSETS<br />
17.1 Owned assets<br />
Tangible fixed assets are valued at cost less accumulated depreciation (see 17.4) and impairments (see<br />
note 22).<br />
The cost price of self-manufactured assets comprises material costs, direct labour costs and an appropriate portion<br />
of directly attributable overheads.<br />
Where tangible fixed assets consist of components with differing useful lives, these are stated as separate<br />
items under tangible fixed assets.<br />
17.2 Leased assets<br />
Lease agreements in which the Group actually assumes all risks and benefits of ownership are classified as<br />
financial leases. Tangible fixed assets which are acquired by means of financial leases are valued at the lower<br />
of market value and the discounted value of the minimum lease payments at the inception of the lease, less<br />
accumulated depreciation (see 17.4) and impairments (see note 22). Lease payments are stated as described in<br />
note 11.<br />
17.3 Expenses after first-time inclusion<br />
Expenses incurred for the replacement of a component of a tangible fixed asset are capitalised provided the<br />
future economic benefits resulting from the asset accrue to the Group and the costs of such periodic replacement<br />
expenses can be reliably determined. All other expenses are charged to the profit and loss account when<br />
they are incurred.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
17.4 Depreciation<br />
Depreciation is charged to the profit and loss account on the basis of the straight-line method over the estimated<br />
economic life of each component of a tangible fixed asset. Land is not depreciated. The estimated economic life<br />
is as follows:<br />
◾ buildings 33 years<br />
◾ fixtures and installations in buildings 10 years<br />
◾ plant and equipment 7 – 10 years<br />
◾ inventory 5 years<br />
◾ computers and office equipment 3 – 5 years<br />
The depreciation method, economic life and residual value are periodically assessed.<br />
18 INTANGIBLE FIXED ASSETS<br />
18.1 Goodwill<br />
All acquisitions are accounted for using the purchase accounting method. Goodwill results from the acquisition<br />
of subsidiaries, associated companies and joint ventures and is the difference between the cost of the acquisition<br />
and the net market value of the acquired identifiable assets, liabilities and contingent liabilities.<br />
Up until 2000, goodwill was charged to equity. In the years 2001 to 2003 it was stated at cost less depreciation.<br />
Since 1 January 2004, goodwill has no longer been amortised but is valued at cost less accumulated impairments).<br />
Goodwill is allocated to cash generating units.<br />
18.2 Research and development<br />
Costs of research activities carried out with a view to acquiring new scientific or technical knowledge and<br />
insights are stated as an expense in the profit and loss account when they are incurred.<br />
Costs of development activities, in which research results are used for a plan or design for the production of<br />
new or substantially improved products and processes, are capitalised if the product or process is technically<br />
and commercially feasible and the Group has sufficient resources to complete the development. The capitalised<br />
costs include material costs, direct labour costs and an appropriate portion of directly attributable overheads.<br />
Other development costs are stated as an expense in the profit and loss account when they are incurred.<br />
The capitalised development costs are valued at cost less accumulated depreciation and impairments (note 22).<br />
84<br />
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18.3 Other Intangible assets<br />
Other intangible fixed assets acquired by the Group are valued at cost less accumulated amortisation and<br />
impairments (note 22). Costs of internally generated goodwill and trademarks are stated as an expense in the<br />
profit and loss account when they are incurred.<br />
18.4 Expenses after first-time inclusion<br />
Expenses after the first-time inclusion of capitalised intangible fixed assets are capitalised only if they lead<br />
to an increase in the future economic benefits embodying the particular asset to which they relate. All other<br />
expenses are charged to the profit and loss account when they are incurred.<br />
18.5 Amortisation<br />
Amortisation costs are charged to the profit and loss account by the straight-line method on the basis of the<br />
estimated useful life of intangible fixed assets. Goodwill is tested each year on the balance sheet date to<br />
assess whether any impairment has arisen. The amortisation of other intangible fixed assets begins as soon as<br />
the assets are available for use. The estimated useful life is a maximum of ten years.<br />
19 INVENTORIES<br />
Inventories are stated at the lower of cost or net realisable value. The net realisable value is the estimated sale<br />
price in ordinary operations, less the estimated costs of completion and the sale costs. The cost of inventories<br />
is based on the FIFO (First In, First Out) principle and includes the costs incurred on the acquisition of inventories<br />
and of bringing them to the existing location and to the existing condition. In the case of inventories of finished<br />
products and work in progress, the cost price includes an appropriate portion of the indirect costs based on the<br />
normal production capacity, in addition to the direct costs.<br />
20 TRADE AND OTHER RECEIVABLES<br />
Trade and other receivables with a term of less than one year are stated at amortised cost less impairment<br />
losses.<br />
21 CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents comprise cash balances and immediately claimable credit balances.<br />
Current account credit balances at banks which are immediately claimable and form an integral part of the<br />
Group’s cash management are included as part of the cash and cash equivalents for the purposes of the cash<br />
flow statement.<br />
22 IMPAIRMENT<br />
The book value of the Group’s assets, except that of inventories (note 19) and deferred tax receivables (note 13)<br />
is examined at each balance sheet date in order to determine whether there are indications of impairment.<br />
If there are such indications, an estimate is made of the realisable value of the asset. In the case of goodwill<br />
and intangible assets which are not yet available for use, the realisable value is estimated at each balance<br />
sheet date.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
An impairment is recognised when the book value of an asset or the cash generating unit thereof is higher than<br />
the realisable value. It is first charged to any allocated goodwill and then deducted from the book value of the<br />
other assets.<br />
22.1 Calculation of the realisable value<br />
The realisable value is the higher of the recoverable amount or the value in use. In determining the value in<br />
use, the discounted value of the estimated future cash flows is calculated using a discount rate before tax<br />
which reflects both the current market valuations of the time value of money and the specific risks relating to<br />
the asset. In the case of an asset which generates no cash receipts which are to a large degree independent of<br />
other assets, the realisable value is determined for the cash generating unit to which the asset belongs.<br />
22.2 Reversal of impairments<br />
An impairment relating to goodwill cannot be reversed. In the case of other assets, an assessment is made on<br />
the balance sheet date as to whether an impairment must be reversed if there is a change in the estimates on<br />
which the realisable value was based.<br />
An impairment is only reversed to the extent that the book value of the asset is no higher than the book value<br />
which would have been determined after the deduction of depreciation, if no impairment had been recognised.<br />
23 SHARE CAPITAL<br />
23.1 Share capital<br />
The share capital is classified as equity.<br />
23.2 Repurchase of own shares<br />
On the repurchase of share capital which is stated in the balance sheet as equity, the amount of the paid<br />
consideration, including directly attributable costs, is stated as a change in equity. Repurchased shares are<br />
classified under ‘Other reserves’ and presented as a deduction from total assets.<br />
23.3 Dividend<br />
Dividend is stated as a liability in the period in which it is declared.<br />
86<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
24 PENSION LIABILITIES<br />
24.1 Defined contribution schemes<br />
Liabilities relating to contributions to defined contribution pension schemes are charged to the profit and loss<br />
account in the period to which they relate.<br />
24.2 Defined benefit schemes<br />
The Group’s net liability in respect of defined benefit pension rights is calculated separately for each scheme by<br />
estimating the amount of the future payments which employees have earned in the present and previous reporting<br />
periods in exchange for their services. This payment is discounted in order to determine the present value,<br />
with the market value of the fund investments being deducted. The discount rate is the yield on the balance<br />
sheet date of bonds with an AA creditworthiness rating and a term similar to that of the Group’s liabilities. The<br />
calculation is carried out by an authorised actuary on the basis of the projected unit credit method.<br />
If the payments under a pension scheme are increased, the proportion of the higher payment which relates to<br />
employees’ past service is stated as an expense in the profit and loss account on a straight-line basis over the<br />
average period up to the granting of the rights. If the rights are granted immediately, the expense is stated<br />
immediately in the profit and loss account.<br />
With regard to the actuarial profits and losses which arise in the calculation of the Group’s liability under a pension<br />
scheme, to the extent that the stated accumulated actuarial profits and losses exceed the higher of 10% of<br />
the discounted value of the gross liability under defined benefit pension rights or the market value of the fund<br />
investments (in other words: remains within the corridor), that portion is stated in the profit and loss account<br />
over the expected average residual service period of employees participating in the scheme. Otherwise the<br />
actuarial profit or loss is not stated.<br />
When the calculation results in a receivable for the Group, the stated asset item is limited to the net total of any<br />
unstated actuarial losses and back-service costs and the discounted value of the lower of future repayments by<br />
the fund or future pension contributions.<br />
25 SHARE-BASED PAYMENTS<br />
The option plan enables the Group’s management to acquire shares in the legal entity. The market value of the<br />
granted options is stated under personnel costs, with a corresponding entry in equity. The market value is determined<br />
on the grant date and is allocated over the period up to the time at which the management acquires an<br />
unconditional right to the options. The market value of the granted options is determined on the basis of a binomial<br />
model, taking account of the conditions under which the options have been granted.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
26 PROVISIONS<br />
A provision is stated in the balance sheet if there is a legally enforceable or actual obligation for the Group as a<br />
result of an event in the past and it is likely that an outflow of resources will be required to settle such liability.<br />
If the effect of this is material, the provisions are determined by discounting the expected future cash flows<br />
using a discount rate before tax which reflects the current market valuations of the time value of money and, if<br />
necessary, the specific risks of the liability.<br />
26.1 Claims and guarantees<br />
The provision for guarantees relates to goods and services supplied and the provision for claims relates to<br />
claims for damages and possible legal costs.<br />
26.2 Reorganisation<br />
Reorganisation provisions are included if the Group has formalised a detailed plan for the reorganisation and has<br />
begun or publicly announced the reorganisation. The reorganisation provision does not include costs incurred in<br />
relation to future activities.<br />
26.3 Other personnel liabilities<br />
Long service leave and other allowances such as anniversaries form part of the provisions under other personnel<br />
liabilities. These provisions are accumulated over the relevant period, as in the case of defined benefit pension<br />
schemes.<br />
26.4 Environment<br />
In accordance with the Group’s published environmental policy and the applicable legal obligations, a provision<br />
for the clearance of environmental pollution is formed when the pollution occurs.<br />
27 LONG-TERM DEBTS<br />
When included for the first time, interest-bearing loans received are stated at market value less attributable<br />
transaction costs. After the first-time inclusion, interest-bearing loans are valued at amortised cost, with the<br />
difference between the cost and the redemption price being stated in the profit and loss account on the basis<br />
ofthe effective interest method over the term of the loans.<br />
28 TRADE CREDITORS<br />
Trade creditors and other payables are stated at amortised cost.<br />
88<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
Notes to the consolidated profit and loss account<br />
29 SEGMENT INFORMATION<br />
Segment information is provided for the business and geographical segments of the Group. The primary segmentation<br />
basis, business segments, reflects the Group’s management structure and internal reporting structure.<br />
The prices for transactions between the segments are determined on an objective, business basis.<br />
The results, assets and liabilities of a segment comprise items which can be attributed directly or reasonably to<br />
the segment. Financial income and expenses and profit tax are not allocated to the segments.<br />
Investments in fixed assets in the segment relate to the total costs incurred during the reporting period for the<br />
acquisition of the assets of the segment which are expected to remain in use for longer than a reporting period.<br />
Business segments<br />
The Group distinguishes the following main business segments:<br />
◾ Advanced Textiles & Composites<br />
◽ Manufacture and sale of protective and safety fabrics for professional wear, outdoor fabrics, personal<br />
and vehicle protection and composites for technological applications in aerospace<br />
◾ Geosynthetics & Grass<br />
◽ Manufacture and sale of fabrics and nonwovens for civil engineering and environmental projects and<br />
manufacture and sale of artificial grass fibres<br />
◾ Technical Components/Holding & Services<br />
◽ Manufacture and sale of rubber and foam rollers for the office equipment industry, as well as country<br />
holding companies and service companies<br />
Geographic segments<br />
The segments are active on four continents, namely Europe, North America, Australia and Asia. In the presentation<br />
of information based on geographic segments, the revenues of the segment are based on the geographic<br />
location of origin. The assets of the segment are based on the geographic location of the asset.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 89
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
29.1 Segment information<br />
29.2 Analysis by business segment<br />
90<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Advanced Textiles<br />
& Composites<br />
Geosynthetics<br />
& Grass<br />
Technical Components/<br />
Holding & Services/<br />
eliminations Consolidated<br />
in millions of euros <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Revenues 350.3 279.7 468.3 397.5 67.4 93.3 886.0 770.5<br />
Intercompany sales 1.3 1.0 – – – 1.3 – 1.0 – –<br />
Total revenues 351.6 280.7 468.3 397.5 66.1 92.3 886.0 770.5<br />
Operating result 38.7 20.9 28.3 25.5 2.4 3.7 69.4 50.1<br />
Financial income and expenses – 11.3 – 8.0<br />
Result from associated companies 0.7 2.7 3.4<br />
Result from divested activities 0.3 42.0 0.3 42.0<br />
Profit tax – 11.9 – 11.4<br />
Minority interests -0.1 -0.1 – 0.1 – 0.1<br />
Net profit 46.4 76.0<br />
Assets of segments 247.2 167.7 430.5 266.1 42.9 54.0 720.6 487.8<br />
Investments in other participating interests – – – – 1.3 1.3 1.3 1.3<br />
Total assets 247.2 167.7 430.5 266.1 44.2 55.3 721.9 489.1<br />
Liabilities of segment *) 65.7 56.0 83.9 77.6 261.9 116.6 411.5 250.2<br />
Investments 17.0 11.7 44.9 28.9 1.0 2.4 62.9 43.0<br />
Depreciation and impairment 9.3 5.7 17.9 13.6 1.9 2.8 29.1 22.1<br />
Amortisation<br />
* (excluding intercompany loans)<br />
1.5 0.4 2.1 0.1 – 0.5 3.6 1.0<br />
29.3 Analysis by geographic location Revenues Assets<br />
Investments in tangible &<br />
intangible fixed assets<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Netherlands 234.4 222.6 157.8 148.6 24.8 18.0<br />
Rest of Europe 162.4 158.6 153.1 104.2 2.6 2.8<br />
North America 373.6 336.4 206.6 183.0 14.0 18.0<br />
Asia/Australia 115.6 52.9 204.4 53.3 21.5 4.2<br />
Total 886.0 770.5 721.9 489.1 62.9 43.0
30 ACQUISITIONS AND DIVESTMENT OF SUBSIDIARIES<br />
30.1 Acquisitions <strong>2007</strong><br />
On 15 February <strong>2007</strong> the Group acquired 100% of the shares off Roshield A/G of Odense, Denmark for a cash<br />
payment of € 35 million. The acquisition was consolidated in the Group’s accounts from 15 February. The Group’s<br />
revenues would have been € 1.2 million higher if the acquisition had taken place on 1 January <strong>2007</strong>. The net<br />
income would not have been materially different. The goodwill paid amounts to € 31.1 million.<br />
On 29 March <strong>2007</strong> the Group acquired the assets and liabilities of Mattex Leisure Industries of Dubai for a<br />
cash payment of $ 175 million. Advance payments for investments in machinery, higher working capital and<br />
an expected earnout of $ 3 million ultimately led to a total acquisition price of $ 189 million. The acquisition<br />
was consolidated in the Group’s accounts from 29 March. If the acquisition had taken place on 1 January,<br />
the revenues of the group would have been € 11 million higher. The goodwill paid amounts to $ 105.3 million<br />
(€ 80.1 million).<br />
On 12 August the Group acquired the shares of Phoenixx, Taunton (MA, USA) for a cash payment of $ 7.25 million<br />
with an earnout arrangement up to a maximum of $ 3 million. The acquisition was consolidated in the Group’s<br />
accounts from 12 August. If the acquisition had taken place on 1 January <strong>2007</strong>, the revenues would have been<br />
€ 1.2 million higher. The goodwill paid has been provisionally determined at $ 4.9 million (€ 3.6 million).<br />
The amounts of the acquisitions have been allocated to the identified acquired assets and liabilities, which are<br />
based on the market value.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 91
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
30.2 Effects of the acquisition of subsidiaries<br />
The effect of the above acquisitions on the assets and liabilities was as follows:<br />
92<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Advanced<br />
Textiles &<br />
Composities<br />
Recognised values Fair value adjustments Book value adjustments<br />
Geosynthetics<br />
& Grass Group<br />
Advanced<br />
Textiles &<br />
Composities<br />
Geosynthetics<br />
& Grass Group<br />
Advanced<br />
Textiles &<br />
Composities<br />
Geosynthetics<br />
& Grass Group<br />
Tangible fixed assets 1.7 31.2 32.9 5.5 5.5 1.7 25.7 27.4<br />
Intangible fixed assets 6.9 15.7 22.6 6.9 15.7 22.6 –<br />
Deferred tax receivables 1.1 – 1.1 – 1.1 1.1<br />
Inventories 1.6 8.2 9.8 1.0 1.0 1.6 7.2 8.8<br />
Trade and other receivables 1.5 17.8 19.3 – 1.5 17.8 19.3<br />
Cash and cash equivalents – 0.3 0.3 – 0.3 0.3<br />
Deferred tax liabilities – 1.3 – – 1.3 – 1.3 – 1.3 –<br />
Interest-bearing loans – 0.1 – – 0.1 – – 0.1 – 0.1<br />
Banks, current accounts – 0.9 – – 0.9 – – 0.9 – 0.9<br />
Trade creditors and other payables – 4.8 – 11.4 – 16.2 – – 4.8 – 11.4 – 16.2<br />
NET IDENTIFIABLE ASSETS<br />
AND LIABILITIES 5.7 61.8 67.5 5.6 22.2 27.8 0.1 39.6 39.7<br />
Goodwill on acquisition 34.7 80.1 114.8<br />
Purchase price paid in cash 40.4 141.9 182.3<br />
Acquired cash minus short-term bank debts 0.9 – 0.3 0.6<br />
Cash outflow 41.3 141.6 182.9<br />
30.3 Divestments in <strong>2007</strong><br />
Proceeds<br />
The following interests were sold in <strong>2007</strong>:<br />
(including cash)<br />
◾ Business Key on 16 February <strong>2007</strong> (100% interest)<br />
◾ SCI La Domitienne on 8 December <strong>2007</strong><br />
7.2<br />
(100% interest) 0.3<br />
The following companies were closed in <strong>2007</strong>:<br />
◾ <strong>TenCate</strong> Enbi Mexico 0.2<br />
◾ <strong>TenCate</strong> Nicolon Asia 0.1<br />
7.8
30.4 Divested activities<br />
The effect of the sale of the operations of Business Key and SCI La Domitienne in <strong>2007</strong> on the 2006 and <strong>2007</strong><br />
profit and loss account was as follows:<br />
<strong>2007</strong> 2006<br />
Revenues 1.4 11.3<br />
Costs of raw materials and manufacturing supplies and work contracted out – 1.0 – 9.1<br />
Other costs – 0.3 – 1.5<br />
Operating result 0.1 0.7<br />
31 PERSONNEL COSTS <strong>2007</strong> 2006<br />
Wages and salaries 127.9 125.4<br />
Social charges 31.6 28.8<br />
Costs of option plan 1.1 0.2<br />
Pension costs 4.4 5.0<br />
Temporary personnel 13.3 11.8<br />
Personnel costs 178.3 171.2<br />
The pension costs comprise € 1.2 million (2006: € 2.0 million) in respect of defined benefit pension schemes and<br />
€ 3.2 million (2006: € 3.0 million) in respect of defined contribution schemes (see note 49.3).<br />
32 OTHER OPERATING COSTS<br />
32.1 Government subsidies<br />
The group’s profit and loss account includes € 2.5 million of government subsidies in <strong>2007</strong> (2006: € 1.2 million).<br />
32.2. Research and development<br />
The costs associated with research and development amounted to € 8.2 million in <strong>2007</strong> (2006: € 8.1 million), of<br />
which € 3.2 million (2006: € 3.4 million) has been stated in personnel costs and € 5.0 million (2006: € 4.7 million)<br />
in other operating costs.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 93
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
32.3 Book value of sale of tangible fixed assets<br />
In <strong>2007</strong> the Group sold buildings and land on which a book profit of € 9.5 million was recorded.<br />
94<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
<strong>2007</strong> 2006<br />
Buildings and land 9.5 3.1<br />
Others 0.2 0.6<br />
Result from sale 9.7 3.7<br />
Book value of sold assets 1.4 0.8<br />
Proceeds of sale 11.1 4.5<br />
33 FINANCIAL INCOME AND EXPENSES <strong>2007</strong> 2006<br />
Interest income 0.5 0.1<br />
Interest expenses – 11.4 – 7.2<br />
Foreign exchange translation differences – 0.4 – 0.9<br />
– 11.3 – 8.0<br />
34 PROFIT TAX <strong>2007</strong> 2006<br />
Profit taxes payable<br />
Current financial year – 15.2 – 14.2<br />
Release of provision in respect of previous years 2.1 1.4<br />
Deferred profit tax<br />
– 13.1 – 12.8<br />
Valuation of timing differences – – 1.0<br />
Use of tax losses 1.2 2.4<br />
1.2 1.4<br />
Total tax charge in profit and loss account – 11.9 – 11.4
Reconciliation with applicable tax rate <strong>2007</strong> 2006<br />
% Euro % Euro<br />
Pre-tax result 58.1 42.1<br />
Tax on profit at local profit tax rate 30.1% 17.5 36.2% 15.3<br />
Losses not yet available for set-off 1.5% 0.9 0.6% 0.2<br />
Non-tax deductible costs 0.2% 0.1 1.0% 0.4<br />
Tax-exempt income – 5.6% – 3.3 – 4.2% – 1.7<br />
Use of loss set-off – 2.0% – 1.2 – 5.6% – 2.4<br />
Deferred taxes in connection with change of rates – – 2.3% 1.0<br />
Others – 3.7% – 2.1 – 3.1% – 1.4<br />
Tax charge in profit and loss account 20.5% 11.9 27.2% 11.4<br />
The decrease in the weighted average tax rate from 36.2% to 30.1% is due in particular to the reduction in the<br />
Dutch tax rate from 29.6% to 25.5% and the fact that in <strong>2007</strong> a substantial part of the pretax profit was generated<br />
in Dubai, where no profit tax is levied.<br />
35 RESULT FROM PARTICIPATING INTERESTS<br />
No result from participating interests applied in <strong>2007</strong> (2006: € 3.4 million).<br />
36 RESULT FROM DIVESTED OPERATIONS<br />
See note 30.3.<br />
<strong>2007</strong> 2006<br />
Business Key 0.2 –<br />
SCI La Domitienne 0.1 –<br />
Synbra Group – 39.3<br />
Plasticum Group – 2.7<br />
<strong>TenCate</strong> Nicolon Australia – – 0.1<br />
Landscape Solutions – 0.1<br />
Result from divested operations 0.3 42.0<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 95
Notes to the consolidated balance sheet<br />
in millions of euros<br />
37 TANGIBLE FIXED ASSETS<br />
96<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Land. operating<br />
buildings and<br />
dwellings<br />
Plant and<br />
equipment<br />
Others<br />
operating<br />
assets Prepayments Total<br />
Acquisition value:<br />
Balance as at 1 January 2006 124.3 301.8 46.8 12.5 485.4<br />
Changes as a result of consolidations 2.0 2.9 0.7 – 5.6<br />
Investments 5.0 34.5 2.4 0.4 42.3<br />
Changes as a result of deconsolidations – 11.4 – 35.0 – 12.6 – 0.5 – 59.5<br />
Divestments – 2.3 – 2.2 – 0.4 – – 4.9<br />
Exchange rate differences – 4.6 – 9.8 – 0.7 – 0.7 – 15.8<br />
Balance as at 31 December 2006 113.0 292.2 36.2 11.7 453.1<br />
Changes as a result of consolidations 7.6 24.6 0.5 0.8 33.5<br />
Investments 12.4 34.7 3.3 11.1 61.5<br />
Changes as a result of deconsolidations – 1.4 – – 0.4 – – 1.8<br />
Divestments – 3.6 – 3.0 – 0.9 – – 7.5<br />
Exchange rate differences – 3.7 – 12.5 – 0.9 – 0.8 – 17.9<br />
Balance as at 31 December <strong>2007</strong><br />
Depreciation and impairment<br />
124.3 336.0 37.8 22.8 520.9<br />
Balance as at 1 January 2006 54.5 230.1 39.4 – 324.0<br />
Depreciation 4.0 16.1 2.0 – 22.1<br />
Changes as a result of deconsolidations – 4.4 – 32.0 – 10.8 – – 47.2<br />
Divestments – 1.7 – 2.2 – 0.2 – – 4.1<br />
Exchange rate differences – 1.1 – 5.7 – 0.7 – – 7.5<br />
Balance as at 31 December 2006 51.3 206.3 29.7 – 287.3<br />
Changes as a result of consolidations – 0.6 – – 0.6<br />
Depreciation 4.2 20.5 2.1 – 26.8<br />
Impairment – 2.3 – – 2.3<br />
Changes as a result of deconsolidations – 0.4 – – 0.3 – – 0.7<br />
Divestments – 2.5 – 2.7 – 0.9 – – 6.1<br />
Exchange rate differences – 1.2 – 5.7 – 0.5 – – 7.4<br />
Balance as at 31 December <strong>2007</strong> 51.4 221.3 30.1 – 302.8<br />
Book value<br />
Balance as at 1 January 2006 69.8 71.7 7.4 12.5 161.4<br />
Balance as at 31 December 2006 61.7 85.9 6.5 11.7 165.8<br />
Balance as at 31 December <strong>2007</strong> 72.9 114.7 7.7 22.8 218.1
37.1 Impairment and reversal of impairment<br />
The Group recorded an impairment charge of € 2.3 million in respect of machinery in <strong>2007</strong>.<br />
This amount is stated in the consolidated profit and loss account under depreciation and impairment. No impairment<br />
charges were reversed during the year.<br />
37.2 Leased plant and equipment<br />
The Group leases buildings, plant and equipment under a number of financial lease contracts.<br />
As at 31 December <strong>2007</strong> the net book value of these assets was € 1.2 million (31 December 2006: € 2.4 million).<br />
The leased buildings, plant and equipment serve as collateral for the lease liabilities (see note 48).<br />
37.3 Collateral<br />
As at 31 December <strong>2007</strong>, as was the case as at 31 December 2006, no land and buildings were encumbered as<br />
collateral for bank loans.<br />
37.4 Depreciation charge<br />
The depreciation charge of € 26.8 million (2006: € 22.1 million) is included in depreciation and impairment in the<br />
profit and loss account.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 97
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
38 INTANGIBLE FIXED ASSETS Goodwill Developments<br />
98<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Trademarks.<br />
patents and<br />
other items Total<br />
Cost<br />
Balance as at 1 January 2006 13.3 – 4.0 17.3<br />
Change as a result of consolidation 0.4 – – 0.4<br />
Investments – 0.2 0.5 0.7<br />
Divestments – – – –<br />
Exchange rate differences – 1.1 – – 0.4 – 1.5<br />
Balance as at 31 December 2006 12.6 0.2 4.1 16.9<br />
Change as a result of consolidation 114.8 – 22.6 137.4<br />
Investments – 0.3 1.1 1.4<br />
Change as a result of deconsolidation – 1.0 – – – 1.0<br />
Divestments – – – 0.1 – 0.1<br />
Exchange rate differences – 9.1 – – 1.9 – 11.0<br />
Balance as at 31 December <strong>2007</strong> 117.3 0.5 25.8 143.6<br />
Amortisation and impairment<br />
Balance as at 1 January 2006 2.8 – 0.7 3.5<br />
Change as a result of consolidation 0.2 – – 0.2<br />
Amortisation and Impairment 0.5 – 0.5 1.0<br />
Divestments – – – –<br />
Exchange rate differences – 0.2 – – – 0.2<br />
Balance as at 31 December 2006 3.3 – 1.2 4.5<br />
Amortisation – 0.1 3.5 3.6<br />
Change as a result of deconsolidation – 0.9 – – – 0.9<br />
Divestments – – – –<br />
Exchange rate differences – 0.2 – – 0.2 – 0.4<br />
Balance as at 31 December <strong>2007</strong> 2.2 0.1 4.5 6.8<br />
Book value<br />
Balance as at 1 January 2006 10.5 – 3.3 13.8<br />
Balance as at 31 December 2006 9.3 0.2 2.9 12.4<br />
Balance as at 31 December <strong>2007</strong> 115.1 0.4 21.3 136.8<br />
38.1 Amortisation and Impairment<br />
The Group recognised no impairment charges in <strong>2007</strong> (2006: € 0.5 million).
38.2 Testing of the impairment for cash generating units which include goodwill<br />
The following units include goodwill items:<br />
<strong>2007</strong> 2006<br />
Advanced Textiles & Composites (<strong>TenCate</strong> Advanced Armour France and <strong>TenCate</strong><br />
Advanced Armour Denmark/Phoenixx USA)<br />
Geosynthetics & Grass (Thiolon USA/Geofabrics Australasia/<br />
35.7 1.2<br />
<strong>TenCate</strong> Thiolon Middle East/Geosynthetics North America) 79.4 8.1<br />
115.1 9.3<br />
The Group tested the existing goodwill for impairment in <strong>2007</strong>. The value in use has been determined on the<br />
basis of future cash flows, based on current results and a five-year forecast. For the period after five years<br />
no growth percentage is applied. The discount rate used is 9.5%. The net rea lizable value is the market value<br />
minus sale costs. Both values are above the book value of the companies including goodwill. with the result that<br />
no impairment has been recognised. The changes in <strong>2007</strong> relate largely to the acquired associated companies<br />
amounting to € 114.8 million (note 30.2).<br />
38.3 Amortisation and impairment<br />
The amortisation of € 3.6 million (2006: € 1.0 million) is included in the ‘Amortisation’ item in the profit and<br />
loss account.<br />
39 OTHER PARTICIPATING INTERESTS<br />
The main other participating interests included below are Greenfields bv (Kampen. 20%) and Landscape<br />
Solutions (Goirle. 20%).<br />
Other<br />
companies Loans Total<br />
Balance as at 1 January <strong>2007</strong> 1.3 – 1.3<br />
No changes – – –<br />
Balance as at 31 December <strong>2007</strong> 1.3 – 1.3<br />
The other participating interests are valued at cost.<br />
40 OTHER LONG-TERM RECEIVABLES AND INVESTMENTS<br />
The main long-term receivables and investments relate to an investment of pension assets at <strong>TenCate</strong> Geosynthetics<br />
North America (€ 2.6 million) and an advance payment in connection with long-term leases in China and<br />
Malaysia (€ 1.8 million).<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 99
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
41 DEFERRED PROFIT TAX RECEIVABLES AND LIABILITIES<br />
The deferred profit tax receivables and liabilities stated in the balance sheet are attributable to the following<br />
items:<br />
100 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Assets Liabilities Net<br />
<strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Tangible fixed assets – 0.1 – 3.4 – 2.5 – 3.4 – 2.4<br />
Intangible fixed assets 0.7 0.4 – 2.2 – 2.6 – 1.5 – 2.2<br />
Financial fixed assets 0.5 0.3 – 0.2 – 0.2 0.3 0.1<br />
Inventories 2.0 1.6 – – 2.0 1.6<br />
Other receivables 0.3 0.3 – – 0.3 0.3<br />
Pension provisions 6.0 7.7 – – 6.0 7.7<br />
Other provisions 4.9 3.6 – – 0.3 4.9 3.3<br />
Tax value of loss carry-forwards 2.9 2.3 – – 2.9 2.3<br />
Others 1.2 1.0 – – 1.2 1.0<br />
Deferred profit tax receivables/liabilities 18.5 17.3 – 5.8 – 5.6 12.7 11.7<br />
Balance of receivables and liabilities<br />
Net deferred profit tax receivables/<br />
– 4.9 – 5.4 4.9 5.4 – –<br />
liabilities 13.6 11.9 – 0.9 – 0.2 12.7 11.7<br />
41.1 Deferred profit tax receivables not shown in the balance sheet<br />
As at 31 December <strong>2007</strong> there was € 16.0 million (2006: € 13.7 million) of unused losses available for set-off<br />
(tax € 3.1 million). No deferred profit tax receivable was included in respect of this amount because it is unlikely<br />
that the Group will be able to take advantage of future taxable profit.<br />
42 INVENTORIES <strong>2007</strong> 2006<br />
Raw materials and manufacturing supplies 49.1 40.7<br />
Semi-manufactures 39.0 32.9<br />
Finished products 88.1 84.1<br />
Inventories 176.2 157.7
43 TRADE DEBTORS<br />
Trade debtors are stated at nominal value after deduction of provisions deemed necessary. Transfers to<br />
provisions for doubtful debts are included in the profit and loss account under work contracted out and other<br />
external expenses.<br />
44 OTHER RECEIVABLES <strong>2007</strong> 2006<br />
Receivable in respect of other taxes 2.3 2.6<br />
Other receivables and prepayments 14.3 11.9<br />
Other receivables 16.6 14.5<br />
The other taxes receivable relate mainly to reclaimable VAT.<br />
45 CASH AND CASH EQUIVALENTS <strong>2007</strong> 2006<br />
Bank balances 4.7 6.6<br />
Cash balances 0.1 0.1<br />
Cash and cash equivalents 4.8 6.7<br />
Banks. current accounts – 12.5 – 29.1<br />
Cash in the cash flow statement – 7.7 – 22.4<br />
At the end of <strong>2007</strong> and 2006 all amounts were freely available.<br />
46 EQUITY<br />
A statement of changes in Group equity can be found on page 76.<br />
46.1 Ordinary shares <strong>2007</strong> 2006<br />
number x 1,000<br />
Outstanding as at 1 January <strong>2007</strong> 21,063 20,784<br />
Issue of shares 2,106 –<br />
Issued stock dividend 387 279<br />
Outstanding as at 31 December <strong>2007</strong> 23,556 21,063<br />
The authorised share capital amounts to € 200 million divided into 80 million shares of a par value of € 2.50.<br />
The issued capital as at 31 December <strong>2007</strong> amounts to 23,556,158 ordinary shares of a par value of € 2.50 (as at<br />
31 December 2006: 21,063,292 ordinary shares of a par value of € 2.50).<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 101
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
The holders of ordinary shares are entitled to dividend as approved periodically by the General Meeting of Shareholders.<br />
They are also entitled to cast one vote per share at meetings of the Company. The Executive Board<br />
proposes that as at 31 December <strong>2007</strong> a dividend of € 0.80 (2006: € 0.70) per ordinary share be paid as a charge<br />
against reserves, payable at shareholders’ discretion in cash or in shares. The proposed dividend forms part of<br />
the undistributed result on 31 December <strong>2007</strong>.<br />
Issue of shares and limitation of pre-emptive right<br />
The general meeting of shareholders has granted the Executive Board the power to issue shares and to exclude<br />
or restrict the pre-emptive right for a period of 18 months ending on 30 September 2008. The power to issue<br />
shares concerns 10% of the issued share capital plus a further issue up to a maximum of 10% of the issued share<br />
capital in the event that the issue takes place in the context of a merger or acquisition. The same applies to the<br />
power of the Executive Board. with the approval of the Supervisory Board. to restrict or exclude the pre-emptive<br />
right.<br />
46.2 Repurchased ordinary shares <strong>2007</strong> 2006<br />
number x 1,000<br />
Outstanding as at 1 January 509 207<br />
Repurchased shares 175 345<br />
Exercise of options – 125 – 38<br />
Issued in connection with share plan – 3 – 5<br />
Outstanding as at 31 December 556 509<br />
The aim of the repurchase of ordinary shares is to avoid the dilution of earnings per share by the granting<br />
of options and the issue of shares as part of the share savings plan. The shares repurchased in <strong>2007</strong> were<br />
purchased at an average price of € 23.99.<br />
Repurchase of own shares<br />
The general meeting of shareholders has granted the Executive Board the power to acquire fully paid-up shares<br />
in the company (or certificates thereof) for a period of 18 months ending on 30 September 2008. The maximum<br />
number of shares which may thus be acquired is 10% of the issued capital at the time of acquisition of the<br />
shares (or certificates thereof).<br />
46.3 Share premium<br />
The share premium reserve is to be considered as paid-up capital.<br />
102 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
46.4 Retained earnings of associated companies<br />
The reserve has been formed in respect of associated companies and joint ventures in which the free disposal<br />
of retained earnings is subject to restrictions.<br />
46.5 Translation differences<br />
The reserve for translation differences comprises all exchange rate differences which arise due to the<br />
translation of the financial statements of foreign activities outside the eurozone. These exchange rate<br />
differences (translation risk) are carried in equity. The accumulation of the respective amount began on<br />
1 January 2004.<br />
46.6 Undistributed Result<br />
Subsequent to the balance sheet date the following dividend has been proposed. which has not yet been<br />
included in the balance sheet.<br />
<strong>2007</strong> 2006<br />
€ 0.80 per ordinary share (2006: € 0.70) 18.8 16.2<br />
46.7 Objective with regard to equity<br />
The objective with regard to the equity is to guarantee the continuity of the company by means of attractive<br />
returns for shareholders and by guaranteeing benefits for other stakeholders. The capital structure is adjusted if<br />
necessary in line with economic developments and the risks relating to assets.<br />
With regard to the financing, in accordance with the covenants relating to the syndicated loan, the longer-term<br />
objective is a ratio of net debt to EBITDA of a maximum of 2.5. Following larger acquisitions, this ratio may be<br />
temporarily higher, but in no case greater than 3.5. The calculation as at 31 December <strong>2007</strong> and 2006 can be<br />
specified as follows:<br />
31 December<br />
<strong>2007</strong><br />
31 December<br />
2006<br />
Long-term interest-bearing liabilities 222.3 63.5<br />
Short-term portion of long-term liabilities 0.4 1.3<br />
Current accounts and short-term interest-bearing debts 12.5 29.1<br />
Total debt 235.2 93.9<br />
Minus: cash and cash equivalents 4.8 6.7<br />
Net debt 230.4 87.2<br />
EBITDA* 105.7 72.5<br />
Net debt / EBITDA 2.18 1.21<br />
* In accordance with the covenant relating to the loan facility, the EBITDA for acquired and divested businesses is annualised. The effect of<br />
this extrapolation is a € 3.6 million increase in EBITDA.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 103
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
47 EARNINGS PER SHARE<br />
47.1 Ordinary earnings per share<br />
The calculation of the ordinary earnings per share as at 31 December <strong>2007</strong> is based on the net profit attributable<br />
to holders of ordinary shares of € 46.4 million (2006: € 76.0 million) and a weighted average number of outstanding<br />
ordinary shares during the <strong>2007</strong> financial year of 22,797,063 (2006: 20,749,431), calculated as follows:<br />
104 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
<strong>2007</strong> 2006<br />
Net profit for the financial year attributable to holders of ordinary shares 46.4 76.0<br />
Weighted average number of ordinary shares <strong>2007</strong> 2006<br />
number x 1,000<br />
Outstanding ordinary shares on 1 January 21,063 20,784<br />
Issue of shares 1,847 –<br />
Effect of ordinary shares held (including repurchased shares) – 535 – 338<br />
Effect of shares issued in connection with stock dividend 387 279<br />
Effect of shares issued as a result of exercised option rights 33 21<br />
Effect of shares issued as a result of share savings plan 2 3<br />
Weighted average number of ordinary shares 22,797 20,749
47.2 Diluted earnings per share<br />
The calculation of the diluted earnings per share as at 31 December <strong>2007</strong> is based on the net profit of € 46.4<br />
million (2006: € 76.0 million) attributable to the holders of ordinary shares and the weighted average number<br />
of outstanding ordinary shares during the <strong>2007</strong> financial year of 22,966,852 (2006: 21,264,631). calculated as<br />
follows:<br />
<strong>2007</strong> 2006<br />
Net profit for the financial year attributable to holders of ordinary shares 46.4 76.0<br />
Weighted average number of ordinary shares <strong>2007</strong> 2006<br />
number x 1,000<br />
Weighted average number of ordinary shares 22,797 20,749<br />
Effect of outstanding option rights 170 515<br />
Weighted average number of ordinary shares (after dilution) 22,967 21,264<br />
48 LONG-TERM DEBTS <strong>2007</strong> 2006<br />
Bank loans 219.5 59.6<br />
Financial lease liabilities 1.1 2.3<br />
Other loans 2.1 2.9<br />
222.7 64.8<br />
Less: repayment of loans in forthcoming year – 0.4 – 1.3<br />
Long-term debts 222.3 63.5<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 105
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
48.1 Conditions and repayment schedule<br />
106 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
<strong>2007</strong><br />
Total<br />
2008<br />
< 1 year<br />
2009<br />
1 – 2 years<br />
2010/12<br />
2 – 5 years<br />
2013 ff.<br />
> 5 years<br />
Bank loans<br />
euro – Euribor + margin 214.1 – – 214.1 – 52.6<br />
USD – variable interest 2.7 – – – 2.7 3.1<br />
AUD – variable interest 2.6 0.1 – 1.8 0.7 3.9<br />
Financial lease liabilities<br />
euro – fixed interest 7.00% – – – – – 0.1<br />
euro – fixed interest 6.51% – – – – – 1.0<br />
euro – fixed interest 4.30% 1.1 0.1 0.2 0.7 0.1 1.2<br />
euro – fixed interest 6.96% 0.1 – – 0.1 – –<br />
Other loans<br />
euro – fixed interest 0.5 – 3.0% 0.2 0.2 – – – 1.0<br />
euro – fixed interest 1.00% 1.9 – – 1.9 – 1.9<br />
Long-term debts 222.7 0.4 0.2 218.6 3.5 64.8<br />
The euro loan with variable interest (Euribor + margin) is a syndicated loan of € 250 million concluded with a<br />
syndicate of ten banks on 16 February <strong>2007</strong>. € 215 million of this facility was drawn as at 31 December <strong>2007</strong>.<br />
The term of the loan is five years (up to 16 February 2012) with the possibility of extension up to seven years.<br />
Repayment is due in full on the maturity date. The loan is valued at amortised cost in accordance with the effective<br />
interest method.<br />
The interest rate payable is linked to the debt/EBITDA ratio. which is calculated quarterly in respect of the preceding<br />
12 months. The interest margin above Euribor will be between 0.30% and 0.85%. At the end of <strong>2007</strong> the<br />
margin was 0.50%.<br />
The aforementioned syndicated loan is subject to a number of covenants, the principal of which are:<br />
◾ total net debt/EBITDA + result from associated companies less than 3, with the possibility of an increase to<br />
3.5 following an acquisition;<br />
◾ EBITDA/net interest greater than 4;<br />
◾ joint guarantee of operating companies with total assets of at least 60% of the <strong>TenCate</strong> total.<br />
<strong>TenCate</strong> fulfilled these conditions as at the balance sheet date.<br />
In the event of a change of control of the company. the syndicated loan of € 250 million is immediately<br />
repayable.<br />
The USD loan with variable interest concerns a USD 4 million loan from the Development Authority of Pike<br />
County Industrial Revenue Bonds. Repayment is due in full in 2018.<br />
2006<br />
Total
The AUD loan with a variable interest rate was granted by Westpac Banking Corporation. It has been extended<br />
and has a residual term of six years.<br />
The euro loans with a fixed interest rate between 0.5% and 3% were granted by Forschungsförderungsfond,<br />
Vienna and Oberbank AG, Linz.<br />
Of the total of long-term loans, 98% have variable interest. The risk associated with this variability is hedged by<br />
means of a number of instruments (caps, swaps).<br />
49 PENSION LIABILITIES <strong>2007</strong> 2006<br />
Defined benefit schemes<br />
Discounted value of covered liabilities 298.6 316.1<br />
Market value of fund investments 304.7 302.8<br />
Discounted value of net liabilities – 6.1 13.3<br />
Unstated actuarial profits and losses 26.8 11.0<br />
Total defined benefit schemes 20.7 24.3<br />
Other liabilities in respect of pensions 7.8 7.5<br />
Pension liabilities 28.5 31.8<br />
49.1 Changes in the valuation of liabilities as at the balance sheet date <strong>2007</strong> 2006<br />
Balance of liabilities as at 1 January 316.1 326.5<br />
Service costs 3.7 4.3<br />
Members’ contributions 3.1 3.2<br />
Interest costs 14.6 13.8<br />
Benefits paid – 12.9 – 14.3<br />
Curtailment income – – 3.9<br />
Actuarial differences – 26.0 – 13.5<br />
Balance as at 31 December 298.6 316.1<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 107
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
49.2 Investments <strong>2007</strong> 2006<br />
Balance as at 1 January 302.8 289.1<br />
Expected return 17.1 14.3<br />
Employer’s contribution 4.8 4.8<br />
Members’ contributions 3.1 3.2<br />
Actuarial profits and losses – 10.3 5.7<br />
Benefits paid – 12.8 – 14.3<br />
Balance as at 31 December 304.7 302.8<br />
Analysis of investments as at 31 December <strong>2007</strong> 2006<br />
Bonds 158.6 158.6<br />
Shares 102.1 105.0<br />
Hedge funds 16.7 15.4<br />
Real estate 24.0 23.3<br />
Cash 3.3 0.5<br />
Pension fund investments 304.7 302.8<br />
49.3 Charge stated in profit and loss account <strong>2007</strong> 2006<br />
Service costs – 3.7 – 4.3<br />
Interest on the liabilities – 14.6 – 13.8<br />
Expected return on fund investments 17.1 14.3<br />
Curtailment income – 3.9<br />
Pension costs in respect of past service – 1.8<br />
Pension income/charges – 1.2 1.9<br />
The pension charges have been stated in the <strong>2007</strong> profit and loss account in an amount of € 1.2 million under<br />
personnel costs. In 2006 the pension charges were stated in the profit and loss account in an amount of € 2.0<br />
million under personnel costs, while the curtailment income (€ 3.9 million), resulting from the sale of Plasticum<br />
on 25 April 2006, was stated in the result from divested operations. At the end of 2005 an amount of € 1.8<br />
million in respect of pension agreements relating to the transitional scheme in the new pension scheme was<br />
included in actuarial differences as at 1 January 2006. As a result of the final calculations, this amount was<br />
released in 2006 and credited to the result under personnel costs.<br />
The actual return on fund investments amounts to € 6.8 million (2006 € 20.0 million).<br />
108 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
Netherlands<br />
The defined pension scheme concerns the pension rights of the Dutch employees which have been placed with<br />
Stichting Pensioenfonds Koninklijke Ten Cate.<br />
The main features of the scheme are:<br />
◾ pension accumulation based on average salary;<br />
◾ accumulation rate of 2.1%;<br />
◾ conditional indexation.<br />
The other liabilities in respect of pensions comprise defined contribution pension schemes and/or old-age provisions.<br />
One of these defined contribution schemes is a 401K (savings) scheme in the United States. The contribution<br />
to this scheme is based on agreed rules.<br />
49.4 Liability in respect of defined benefit schemes<br />
The main actuarial assumptions as at the balance sheet date (in weighted averages):<br />
<strong>2007</strong> 2006<br />
Discount rate as at 31 December 5.5% 4.6%<br />
Expected return on fund investments as at 31 December 5.9% 5.7%<br />
Future wage increases 2.7% 2.4%<br />
Future pension increases 2.0% 1.7%<br />
Assumptions with regard to future mortality figures are based on published statistical data and mortality tables.<br />
The mortality tables used are the GBM and GBV survival tables for 2000 – 2005 with an age reduction of three<br />
years for men and zero years for women. The age difference between men and women is set at three years.<br />
A loading of 3.5% has been applied for future improvement in life expectancy on the liability and 6.0% on<br />
the service cost. The total expected long-term return on investments is 5.9%. This percentage is based on the<br />
portfolio as a whole and not on the sum of the returns in separate investment categories. The expected return<br />
is based on non-corrected historical returns. A 0.1% increase or decrease in the discount rate results in an<br />
increase/decrease of € 0.1 million in annual charges and of € 4.1 million in the liability.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 109
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
Historical information <strong>2007</strong> 2006 2005 2004<br />
Discounted value of covered liabilities 298.6 316.1 326.5 302.4<br />
Market value of fund investments 304.7 302.8 289.1 265.9<br />
Discounted value of net liabilities<br />
Experience adjustments arising on liabilities of the<br />
– 6.1 13.3 37.4 36.5<br />
scheme* 2.7 – 1.6 – –<br />
Experience adjustments arising on fund investments – 10.3 5.7 15.7 5.8<br />
* No figures are available for 2005 and 2004.<br />
The Group expects to contribute € 4.9 million to defined benefit schemes in 2008 (<strong>2007</strong>: € 4.8 million).<br />
50 PROVISIONS<br />
110 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Guarantee/<br />
claims<br />
Other<br />
personnel<br />
liabilities Environment Other Total<br />
Balance as at 1 January <strong>2007</strong> 8.7 4.6 1.8 2.6 17.7<br />
Formed as charge against result 1.5 0.3 0.2 0.6 2.6<br />
Released to result – 1.9 – 0.1 – – 0.8 – 2.8<br />
Expenditure in current year – 2.1 – 0.2 – – 0.2 – 2.5<br />
Exchange rate differences – 0.2 – – – – 0.2<br />
Balance as at 31 December <strong>2007</strong> 6.0 4.6 2.0 2.2 14.8<br />
Of which short-term<br />
as at 31 December 2006 4.9 – – 0.9 5.8<br />
as at 31 December <strong>2007</strong> 2.6 – – 0.8 3.4<br />
The amount released to the result has been included as follows in the profit and loss account:<br />
Personnel costs 0.7<br />
Other operating costs 2.1<br />
Total 2.8<br />
The guarantee provision relates to goods and services supplied and the provision for claims relates to damage<br />
claims and possible legal costs.<br />
The provision for other personnel liabilities has been formed in respect of long-term leave and other allowances<br />
such as anniversaries.<br />
The environmental provision has been formed for expected costs of decontamination of industrial sites on the<br />
basis of functional decontamination (maintenance of business use).<br />
The future additional premium payable under the ‘PEMBA’ act on premium differentiation and market forces in<br />
incapacity insurance has been released (2006: € 0.7 million).
Other information<br />
51 FINANCIAL INSTRUMENTS<br />
As part of the normal business operations, the Group incurs liquidity, credit, interest and currency risks. The risk<br />
of fluctuations in exchange rates and interest rates is hedged using derivatives.<br />
51.1 Liquidity risk<br />
The liquidity risk is the risk of <strong>TenCate</strong> being unable to meet its liabilities when they fall due. <strong>TenCate</strong>’s policy<br />
on control of the liquidity risk is to guarantee to the best of its ability that sufficient liquidities are available to<br />
meet its liabilities on time, in both normal and exceptional situations.<br />
The contractual term of the financial liabilities as at 31 December <strong>2007</strong>, including expected interest payments,<br />
can be analysed as follows:<br />
Book value<br />
Contractual<br />
cash flow<br />
2008<br />
< 1 year<br />
2009<br />
1-2 years<br />
2010/12<br />
2-5 years<br />
2013 ff.<br />
> 5 years<br />
Financial liabilities<br />
(excluding derivatives)<br />
Long-term debts 222.7 268.1 – 11.3 – 11.3 – 240.8 – 4.7<br />
Banks, current accounts<br />
Trade and other creditors,<br />
12.5 – 12.5 – 12.5 – – –<br />
excluding derivatives 128.5 – 128.5 – 128.5 – – –<br />
Financial liabilities<br />
(including derivatives)<br />
Interest rate swaps<br />
Forward foreign exchange<br />
– 0.1 0.3 0.3 – – –<br />
contracts – 0.8 1.0 0.6 0.4 – –<br />
Forward/currency swap contracts 0.1 – 0.1 – 0.1 – – –<br />
Total 362.9 – 407.9 – 151.5 – 10.9 – 240.8 – 4.7<br />
51.2 Credit risk<br />
The management has drawn up a credit policy and the credit risk is constantly monitored.<br />
In the case of all supplies above a certain amount, the customer is subjected to a credit assessment and, where<br />
possible, the debtor position is insured. All European operating companies, as well as a number of American<br />
and Asian companies, have credit insurance.<br />
On the balance sheet date there were no major concentrations of credit risk. The residual credit risk is the<br />
balance sheet value of each financial asset, after deduction of derivatives.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 111
OTHER INFORMATION<br />
The book value of the financial assets reflects the maximum exposure to credit risk. The maximum exposure can<br />
be defined as follows:<br />
112 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
31 December<br />
<strong>2007</strong><br />
31 December<br />
2006<br />
Trade debtors and other (long-term) receivables 163.9 127.3<br />
Cash and cash equivalents 4.8 6.7<br />
Forward foreign exchange contracts and options 2.3 0.5<br />
Interest rate swaps 0.3 0.2<br />
Interest rate caps 0.8 0.6<br />
Total 172.1 135.3<br />
The age of the trade debtors and the provision for bad debts can be analysed as follows:<br />
<strong>2007</strong> 2006<br />
Gross Impairment Gross Impairment<br />
0-60 days 143.7 0.5 107.8 0.5<br />
60-120 days 2.1 0.4 1.6 0.3<br />
120-360 days 1.3 0.9 1.0 0.6<br />
Over 360 days 2.2 1.7 1.7 1.7<br />
Balance as at 31 December 149.3 3.5 112.1 3.1<br />
The movements in the provision for trade debtors are as follows:<br />
<strong>2007</strong> 2006<br />
Balance as at 1 January 3.1 4.2<br />
Change as a result of consolidations/deconsolidations – 0.1 –<br />
Formed as charge against result 2.0 1.7<br />
Released to result – 1.0 – 0.9<br />
Written off during the year – 0.3 – 1.6<br />
Exchange rate differences – 0.2 – 0.3<br />
Balance as at 31 December 3.5 3.1
51.3 Interest rate risk<br />
The policy with regard to interest rate risks is stated in the risk section on page 31 of this report.<br />
The aim of the interest rate policy is to limit the finance charges as far as possible. Interest rate instruments<br />
can be used in order to adjust the fixed or variable interest character of finance to the required profile.<br />
The Group has entered into interest rate swaps and a number of caps in order to fulfil this purpose within the<br />
policy of the Group.<br />
The following interest rate instruments were outstanding at the end of <strong>2007</strong>:<br />
◾ interest rate swap to 31-12-08: € 25 million received variable: payment 3.38% fixed<br />
◾ interest rate swap to 02-01-18: USD 4 million received variable: payment 4.47% fixed<br />
◾ interest rate swap to 05-02-08: € 5 million received variable: payment 3.46% fixed<br />
◾ interest rate cap 30-12-05 to 31-12-09: € 25 million 3.5%<br />
◾ interest rate cap 30-03-07 to 30-12-08: € 75 million 4.5%<br />
◾ interest rate cap 31-12-08 to 30-12-09: € 40 million 4.5%<br />
◾ interest rate cap 31-12-09 to 30-12-10: € 15 million 4.5%<br />
◾ interest rate cap 14-06-07 to 31-12-08: € 30 million 4.5%<br />
The Group classifies the interest rate swaps and the interest rate caps as cash flow hedging and values<br />
them at market value. The net market value of the swaps as at 31 December <strong>2007</strong> of € 0.1 million comprises<br />
€ 0.3 million included under other receivables and € 0.2 million included under trade creditors and other payables.<br />
The net market value of the caps amounting to € 0.8 million is included under other receivables.<br />
51.4 Currency risk<br />
The Group incurs currency risks on sales and purchases denominated in currencies other than the euro.<br />
The currencies which give rise to this risk are primarily the US dollar, the UAE dirham and, to a lesser extent,<br />
the Singapore dollar, the Chinese renminbi and the Malaysian ringgit.<br />
Transaction risks<br />
The Group hedges all trade receivables and debts denominated in foreign currencies. To that end it uses foreign<br />
exchange forward contracts and options. Most forward contracts have a term of less than one year after the<br />
balance sheet date. If necessary they are extended.<br />
Competition risks<br />
The Group also hedges the estimated currency risk of the expected purchases and sales in the subsequent six<br />
months. Currency options are used for this purpose.<br />
With regard to monetary assets and liabilities held in currencies other than the euro, the Group ensures that<br />
the net risk remains at an acceptable level, by purchasing or selling foreign currencies as necessary in the spot<br />
market in order to eliminate short-term imbalances.<br />
The principal of the USD, and AUD loans of the Group is not hedged, because these loans have been drawn by<br />
subsidiaries which have corresponding assets in the same currency.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 113
OTHER INFORMATION<br />
Additional note on currency risk<br />
<strong>TenCate</strong>’s exposure to currency risks can be analysed as follows:<br />
114 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
31 December <strong>2007</strong> 31 December 2006<br />
USD GBP EUR USD GBP EUR<br />
Transaction risk – 2.5 5.1 – 9.8 – 3.0 0.9 – 0.6<br />
Competition risk 4.0 2.2 15.2 8.2 1.9 0.9<br />
Risk before hedging 1.5 7.3 5.4 5.2 2.8 0.3<br />
Forward contracts – 0.6 – 6.7 7.3 2.3 – 0.6 1.6<br />
Option contracts 0.5 – 0.9 6.1 – 4.2 – 1.7 – 2.3<br />
Risk after hedging 1.4 – 0.3 18.8 3.3 0.5 – 0.4<br />
The foreign currencies have been converted into euros at the balance sheet rate.<br />
The transaction risk in USD and EUR relates respectively to debts in USD and EUR of operating companies<br />
outside the dollar and euro zones. The debt in euros mainly concerns <strong>TenCate</strong> Thiolon Middle East. The transaction<br />
risk in GBP concerns GBP receivables of operating companies outside the United Kingdom, particularly<br />
the armour companies in France and Denmark.<br />
The competition risk concerns the balance of expected revenues and costs in the stated currencies of operating<br />
companies located outside the respective regions. The exposure in EUR mainly concerns <strong>TenCate</strong> Thiolon Middle<br />
East and was rectified at the beginning of January 2008.<br />
51.5 Future transactions<br />
The Group classifies foreign exchange forward contracts and options to hedge future transactions as cash flow<br />
hedging and values them at market value. The net market value of forward contracts and options to hedge future<br />
transactions as at 31 December <strong>2007</strong> amounted to € 2.1 million, of which € 2.3 million was included under other<br />
receivables and € 0.2 million under trade creditors and other payables.<br />
51.6 Assets and liabilities included in the balance sheet<br />
Changes in the market value of foreign exchange forward contracts and options which are used to hedge, in<br />
an economic sense, monetary assets and liabilities denominated in foreign currencies are stated in the profit<br />
and loss account. Both changes in the market value of forward contracts and options and the exchange rate differences<br />
relating to monetary balance sheet items are included as exchange rate differences under net financial<br />
expenses (see note 33).
51.7 Sensitivity analyses<br />
In managing interest rate and currency risks, the Group’s aim is to limit the effect of short-term fluctuations on<br />
the Group result. In the longer term, however, sustained changes in exchange rates and interest rates will have<br />
an effect on the consolidated result.<br />
The effect of a general rise of one percentage point in the interest rate on the pre-tax result in <strong>2007</strong> is estimated<br />
at € 0.4 million negative (2006: € 0.7 million). This calculation takes account of the concluded interest<br />
rate swaps or caps.<br />
A general rise of one percentage point in the value of the euro against other currencies would have had no<br />
effect on the pre-tax result in <strong>2007</strong> (2006: € 0.2 million). Existing options and forward contracts have been taken<br />
into account in this calculation.<br />
A general rise of one percentage point in the value of the euro against other currencies would have reduced the<br />
equity by approximately € 2.1 million (2006: € 0.7 million) as a result of translation differences.<br />
51.8 Estimate of market value<br />
Details are given below of the main methods and assumptions used in estimating the market value of financial<br />
instruments appearing in the statement.<br />
Foreign currency forward contracts are valued on the basis of quoted market prices. In the case of interest rate<br />
swaps, bank statements are used.<br />
The market value of long-term debts is calculated on the basis of the discounted value of expected future cash<br />
flows from repayments and interest payments.<br />
The market value of financial lease liabilities is estimated on the basis of the present value of future cash<br />
flows, discounted at the interest rate for similar lease agreements.<br />
In the case of trade debtors, other receivables, trade creditors and other short-term debts which fall due within<br />
one year, the nominal value is deemed to reflect the market value.<br />
52 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />
Operational lease as lessee<br />
Payments due under non-cancellable operational lease agreements are as follows:<br />
<strong>2007</strong> 2006<br />
Less than 1 year 4.7 3.8<br />
Between two and five years 10.7 8.5<br />
More than five years 15.6 8.5<br />
31.0 20.8<br />
The Group leases buildings, plant, vehicles and office equipment under operational leases. The leased buildings<br />
have a term of 10 to 15 years. Lease payments are indexed annually. None of the lease agreements include conditional<br />
lease payments. In principle the Group does not act as a lessor. The term of the other lease agreements<br />
is a maximum of five years.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 115
OTHER INFORMATION<br />
53 INVESTMENT LIABILITIES<br />
In <strong>2007</strong> the Group entered into contractual liabilities for the purchase of tangible fixed assets amounting to<br />
€ 47.7 million (2006: € 31.5 million). Of this, € 22.8 million has already been prepaid and included under tangible<br />
fixed assets.<br />
54 CONTINGENT LIABILITIES<br />
The Group has received claims for damages arising from the conduct of business. Provisions for these have<br />
been formed to the extent necessary. A claim for damages has been lodged against Royal Ten Cate nv by United<br />
Fabrics nv, a company registered in the Netherlands Antilles (majority shareholder in Textielgroep Twenthe<br />
nv). The claim is based on an outsourcing and management agreement from 1998 and originally amounted to<br />
€ 56 million. On 24 May 2002 the district court of Almelo dismissed the claim in its entirety. In a judgment on<br />
10 February 2004 the court of appeal of Arnhem dismissed the claim in respect of the outsourcing agreement<br />
and referred the claim in respect of the management agreement back to the plaintiff, requiring the latter to<br />
substantiate its loss before the court. On 10 May 2004 both Royal Ten Cate and the receiver of United Fabrics<br />
lodged appeals in cassation against the appeal court’s judgment. The Supreme Court issued a ruling on 7 April<br />
2006 upholding the appeal court’s judgment. The claim in respect of the outsourcing agreement has thus permanently<br />
lapsed. There remains a damages assessment procedure with regard to the management agreement.<br />
Royal Ten Cate considers this claim unfounded and is contesting it. The attachment of the Synbra shares was<br />
lifted in 2006 prior to the sale of this associated company, in exchange for a bank guarantee of € 1.8 million.<br />
There were no new developments to report in these proceedings at the end of <strong>2007</strong>.<br />
55 POST BALANCE SHEET EVENTS<br />
A commentary on events subsequent to the balance sheet date can be found on page 127.<br />
56 RELATED PARTIES<br />
56.1 Identity of related parties<br />
Related parties concern relationships between the Group and its subsidiaries, the associated companies, a joint<br />
venture and the executive and supervisory directors.<br />
56.2 Directors’ remuneration<br />
The remuneration of the members of the Executive Board was as follows:<br />
L. de Vries J. Wegstapel<br />
1<br />
P.H. van der Vorm<br />
2<br />
in thousands of euros <strong>2007</strong> 2006 <strong>2007</strong> 2006 <strong>2007</strong> 2006<br />
Periodic remuneration 461 421 259 – 57 300<br />
Results-related pay 231 210 – – – –<br />
Pension costs 413 282* 40 – – –<br />
* Adjusted for comparison purposes.<br />
1<br />
As at 29 March <strong>2007</strong>.<br />
1,105 913 299 – 57 300<br />
2 Up to and including 29 March <strong>2007</strong>.<br />
116 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
In addition to the above pension costs, costs of € 110,000 were incurred in <strong>2007</strong> (2006: € 57,000) for repairs in<br />
respect of the Early Retirement (Pre-pension and Life Course Savings) Act. As at 31 December <strong>2007</strong>, Mr De Vries<br />
held 124,928 shares in the company (31 December 2006: 44,922 shares).<br />
Messrs De Vries and Wegstapel are participating in the Group’s share option plan. See also note 67.<br />
The remuneration of the members of the Supervisory Board was as follows:<br />
in euros<br />
<strong>2007</strong> 2006<br />
A.W. Veenman – Chairman1, 2 38,154 32,700<br />
P.P.A.I. Deiters – Vice-Chairman1 29,343 25,900<br />
F.A. van Vught2, * 23,532 19,100<br />
C.W. Versteeg 20,535 19,100<br />
E. ten Cate 1, * 23,532 19,100<br />
1 Member of the Financial Committee.<br />
2 Member of the combined Remuneration, Selection and Appointments Committee.<br />
* Chairman.<br />
The members of the Supervisory Board held no shares or option rights of Royal Ten Cate at the end of <strong>2007</strong>.<br />
56.3 Operating companies<br />
A list of (significant) operating companies and associated companies can be found inside the back cover of this<br />
report.<br />
57 ESTIMATES AND JUDGMENTS FORMED BY THE MANAGEMENT<br />
The Executive Board and the Financial Director have conducted discussions with the Financial Committee on<br />
the critical principles for the financial reporting and estimates, as well as the application of such principles<br />
and estimates.<br />
With regard to the pensions, the main actuarial assumptions are stated in note 49.4. With regard to guarantees<br />
and claims, provisions have been formed whenever there is an actual liability or it is likely that an outflow<br />
of funds will be necessary. The result of this is stated in note 50.<br />
With regard to impairments in the case of loss-making companies and goodwill, an examination has been<br />
carried out to determine whether the realisable value of any cash generating unit was lower than the book<br />
value. This was not the case in <strong>2007</strong>.<br />
135,096 115,900<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 117
Company financial statements<br />
58 COMPANY PROFIT AND LOSS ACCOUNT <strong>2007</strong> 2006<br />
in millions of euros<br />
Result from associated companies after tax 46.6 31.2<br />
Result from divested operations after tax – 39.2<br />
Other results after tax – 0.2 5.6<br />
NET RESULT 46.4 76.0<br />
59 COMPANY BALANCE SHEET BEFORE APPROPRIATION OF PROFIT note <strong>2007</strong> 2006<br />
in millions of euros<br />
FINANCIAL FIXED ASSETS 60<br />
Participating interests in operating companies 336.1 186.1<br />
Other participating interests 1.3 1.3<br />
Loans to operating companies 210.3 140.1<br />
Deferred profit tax receivables 3.7 2.6<br />
Other receivables – 0.1<br />
551.4 330.2<br />
CURRENT ASSETS<br />
Due from operating companies 2.1 0.5<br />
Other receivables 3.2 2.0<br />
118 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
5.3 2.5<br />
TOTAL ASSETS 556.7 332.7<br />
EQUITY<br />
Share capital 61 58.9 52.7<br />
Share premium reserve 64 50.7 6.3<br />
Statutory reserves 65 – 19.5 – 2.0<br />
Other reserves 66 173.6 105.7<br />
Undistributed Result 46.4 76.0<br />
310.1 238.7<br />
PROVISIONS 68 3.3 3.0<br />
LONG-TERM LIABILITIES 69 223.3 56.0<br />
SHORT-TERM LIABILITIES 70 20.0 35.0<br />
TOTAL EQUITY AND LIABILITIES 556.7 332.7
Notes to the company financial statements<br />
General<br />
Accounting principles<br />
In determining the accounting principles for its parent company financial statements, Royal Ten Cate nv uses the<br />
option available under article 2.362 paragraph 8 of the Netherlands Civil Code. This means that the accounting<br />
principles for the parent company financial statements of Royal Ten Cate are the same as those applying to<br />
the consolidated financial statements. Associated companies over which significant influence is exerted are<br />
valued in accordance with the net asset value method. The consolidated financial statements have been prepared<br />
in accordance with the standards set by the International Accounting Standards Board and adopted by<br />
the European Union. A description of these standards can be found in the accounting policies applicable to the<br />
consolidated financial statements.<br />
The share in the results of associated companies includes the share of Royal Ten Cate nv in the results of these<br />
companies. Results from transactions involving a transfer of assets and liabilities between Royal Ten Cate and<br />
its associated companies and between individual associated companies are not included to the extent that they<br />
can be considered to be unrealised.<br />
60 FINANCIAL FIXED ASSETS<br />
Interest in<br />
operating<br />
companies<br />
Other<br />
participating<br />
interests<br />
Loans to<br />
operating<br />
companies<br />
Deferred tax<br />
receivables Receivables Total<br />
Balance as at 1 January 186.1 1.3 140.1 2.6 0.1 330.2<br />
Acquisitions 140.5 140.5<br />
Sales – 0.3 – 0.3<br />
Translation differences – 18.8 – 11.9 – 30.7<br />
Loans granted – 199.9 199.9<br />
Repayment of loans – – 117.8 – 0.1 – 117.9<br />
Result from associated companies 46.6 46.6<br />
Dividend of associated companies – 18.0 – 18.0<br />
Added to result – 1.1 1.1<br />
Balance as at 31 December 336.1 1.3 210.3 3.7 – 551.4<br />
Royal Ten Cate nv is at the head of the Group and has capital interests in the operating companies stated on the<br />
cover.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 119
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
61 EQUITY<br />
The equity in the parent company financial statements corresponds to the equity in the consolidated financial<br />
statements. A statement of changes in equity can be found on page 76.<br />
62 CALLED AND PAID-UP CAPITAL <strong>2007</strong> 2006<br />
Authorised share capital 200.0 200.0<br />
Of which not issued 141.1 147.3<br />
58.9 52.7<br />
63 ORDINARY SHARES <strong>2007</strong> 2006<br />
The authorised share capital consists of:<br />
80,000,000 ordinary shares of € 2.50 200.0 200.0<br />
Balance as at 1 January <strong>2007</strong> 2006<br />
Ordinary shares 21,063,292 and 20,784,472 52.7 52.0<br />
Issued shares 2,106,329 5.3 –<br />
Issued stock dividend 386,537 and 278,820 0.9 0.7<br />
Issued share capital as at 31 December 58.9 52.7<br />
64 SHARE PREMIUM RESERVE <strong>2007</strong> 2006<br />
Balance as at 1 January 6.3 7.0<br />
Premium on issued shares 45.3 –<br />
Issued stock dividend – 0.9 – 0.7<br />
Balance as at 31 December 50.7 6.3<br />
The share premium reserve is available for distribution to shareholders.<br />
120 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
65 STATUTORY RESERVES <strong>2007</strong> 2006<br />
65.1 Retained earnings of associated companies<br />
Balance as at 1 January – 23.9<br />
Added from appropriation of profit in respect of 2006 and 2005 1.3 4.4<br />
Transfer to other reserves in connection with sale of associated company – – 28.3<br />
Balance as at 31 December 1.3 –<br />
This reserve has been created for associated companies and joint ventures where free disposal of retained<br />
earnings is subject to restriction.<br />
65.2 Translation differences <strong>2007</strong> 2006<br />
Balance as at 1 January – 2.0 4.6<br />
Change in <strong>2007</strong> and 2006 – 18.8 – 6.2<br />
Released to result in connection with sale of associated company – – 0.4<br />
Translation differences as at 31 December – 20.8 – 2.0<br />
Balance of statutory reserve as at 31 December – 19.5 – 2.0<br />
66 OTHER RESERVES <strong>2007</strong> 2006<br />
Balance as at 1 January 105.7 63.8<br />
Added from 2006 and 2005 result 70.0 20.3<br />
Transfer from retained earnings of associated companies – 28.3<br />
Repurchase of own shares for share savings plan/option plan – 4.2 – 7.2<br />
Share and option plans 1.1 0.2<br />
Issue of repurchased shares for share savings plan/option plan 1.0 0.3<br />
Other reserves as at 31 December 173.6 105.7<br />
67 OPTION PLAN<br />
Since 2000 Royal Ten Cate has operated a revised stock option plan for the management, established by the<br />
Supervisory Board. The maximum possible account has been taken of the recommendations of VNO-NCW and<br />
the Dutch Investors’ Association (VEB). Those eligible for options are members of the Executive Board, the<br />
corporate and group directors and a number of managers. The implementation of the share option plan is supervised<br />
by the compliance officer.<br />
The options are granted on a conditional basis. If after three years a specified performance level has been<br />
attained, the options confer the right to acquire a € 2.50 ordinary share at the option exercise price.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 121
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
The performance condition is that the earnings per share over the previous three years must have increased at<br />
least by a percentage equal to inflation plus 3% per year. The exercise period of the option is between the third<br />
and sixth years after the conditional granting of the option rights. The exercise price is equivalent to the average<br />
price of the Royal Ten Cate share on Euronext Amsterdam nv on the five stock exchange trading days following<br />
publication of the annual figures. Each granted option right lapses on termination of employment.<br />
In principle options amounting to approximately 1% of the total number of shares outstanding will be granted<br />
in any one year. The exercise of options is subject to the restrictions laid down in the Securities Transactions<br />
Supervision Act.<br />
67.1 Granting of options in 2008<br />
On 26 February 2008 the intention was to grant 267,000 conditional options at the average market price during<br />
the five stock exchange trading days following publication of the annual results on 27 February 2008. The distribution<br />
is as follows:<br />
27-02-2008 * 28-02-<strong>2007</strong><br />
Members of the Executive Board 92,000 60,000<br />
Management and management support staff 175,000 145,000<br />
* Provisional.<br />
267,000 205,000<br />
67.2 Statement of movements in options of the Executive Board in <strong>2007</strong><br />
Issued on Term until<br />
122 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2006<br />
Exercised<br />
in <strong>2007</strong><br />
Lapsed<br />
in <strong>2007</strong><br />
Outstanding<br />
31-12-<strong>2007</strong><br />
Exercisable<br />
31-12-<strong>2007</strong><br />
27-02-2002 27-2-2008 40,000 6.42 – 40,000 – – –<br />
25-02-2003 25-2-2009 40,000 6.18 – 40,000 – – –<br />
25-02-2004 25-2-2010 40,000 10.29 – – – 40,000 40,000<br />
22-02-2005 22-2-2011 50,000 15.17 – – – 50,000 –<br />
01-03-2006 01-3-2012 60,000 23.63 – – – 60,000 –<br />
28-02-<strong>2007</strong> 28-2-2013 60,000 25.77 – – – 60,000 –<br />
290,000 – – 80,000 – 210,000 40,000<br />
26-02-2008 26-2-2014<br />
approx.<br />
92,000<br />
The option series from 2002 to <strong>2007</strong> inclusive concern only Mr De Vries. The grant in 2008 concerns Mr De Vries<br />
(60,000 options) and Mr Wegstapel (32,000).
67.3 Statement of movements in options of management and management support staff in <strong>2007</strong><br />
Issued on Term until<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2006<br />
Exercised<br />
in <strong>2007</strong><br />
Lapsed<br />
in <strong>2007</strong><br />
Outstanding<br />
31-12-<strong>2007</strong><br />
Exercisable<br />
31-12-<strong>2007</strong><br />
27-2-2002 27-2-2008 40,000 6.42 38,400 800 – 800 800<br />
25-2-2003 25-2-2009 48,200 6.18 38,200 4,200 – 5,800 5,800<br />
25-2-2004 25-2-2010 55,600 10.29 2,200 39,798 – 13,602 13,602<br />
22-2-2005 22-2-2011 102,400 15.17 10,400 – – 92,000 –<br />
01-3-2006 01-3-2012 141,200 23.63 13,000 – – 128,200 –<br />
28-2-<strong>2007</strong> 28-2-2013 145,000 25.77 – – 4,000 141,000 –<br />
532,400 – 102,200 44,798 4,000 381,402 20,202<br />
26-2-2008 26-2-2014<br />
approx.<br />
175,000<br />
67.4 Complete statement of movements in options in <strong>2007</strong><br />
Issued on Term until<br />
Number<br />
of options<br />
Exercise<br />
price<br />
Exercised/<br />
lapsed<br />
to 2006<br />
Exercised<br />
in <strong>2007</strong><br />
Lapsed<br />
in <strong>2007</strong><br />
Outstanding<br />
31-12-<strong>2007</strong><br />
Exercisable<br />
31-12-<strong>2007</strong><br />
27-2-2002 27-2-2008 80,000 6.42 38,400 40,800 – 800 800<br />
25-2-2003 25-2-2009 88,200 6.18 38,200 44,200 – 5,800 5,800<br />
25-2-2004 25-2-2010 95,600 10.29 2,200 39,798 – 53,602 53,602<br />
22-2-2005 22-2-2011 152,400 15.17 10,400 – – 142,000 –<br />
01-3-2006 01-3-2012 201,200 23.63 13,000 – – 188,200 –<br />
28-2-<strong>2007</strong> 28-2-2013 205,000 25.77 – – 4,000 201,000 –<br />
822,400 – 102,200 124,798 4,000 591,402 60,202<br />
26-2-2008 26-2-2014<br />
approx.<br />
267,000<br />
The Group received € 944,409 for the 124,798 options which were exercised during the year. The weighted<br />
average exercise price was € 7.57 and the weighted average share price at sale was € 22.56.<br />
67.5 Share savings plan<br />
All employees in the Netherlands have been offered the opportunity to participate in the share savings plan.<br />
The maximum amount per participant in <strong>2007</strong> was € 1,226 (2006: € 1,226). 3,274 shares were saved through<br />
this plan in <strong>2007</strong>, as a result of which employees have saved a total of 48,228 shares since 2002. The Group has<br />
received € 95,744 for 3,274 saved shares (average of € 29.24).<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 123
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
67.6 Repurchased shares<br />
In principle the company will repurchase shares in order to prevent any dilution of earnings per share caused by<br />
the granting of options.<br />
Number of shares repurchased at end of 2006 508,946<br />
Repurchase of shares in <strong>2007</strong> 175,000<br />
Issued in respect of options – 124,798<br />
Issued in respect of share savings plan – 3,274<br />
Number at end of <strong>2007</strong> 555,874<br />
68 PROVISIONS <strong>2007</strong> 2006<br />
Guarantees and claims 3.0 3.0<br />
Others 0.3 –<br />
Balance of provisions as at 31 December 3.3 3.0<br />
The term of the provisions exceeds one year.<br />
69 LONG-TERM LIABILITIES <strong>2007</strong> 2006<br />
Syndicated loan 214.1 52.6<br />
Loans from operating companies 9.2 3.4<br />
Balance of long-term liabilities as at 31 December 223.3 56.0<br />
The conditions of the syndicated loan can be found in the notes to the consolidated balance sheet on page 106.<br />
70 SHORT-TERM LIABILITIES <strong>2007</strong> 2006<br />
Banks, current accounts 17.4 32.7<br />
Owed to consolidated operating companies – 0.1<br />
Trade creditors and other payables 2.6 2.2<br />
Balance of short-term liabilities as at 31 December 20.0 35.0<br />
124 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
71 OTHER INFORMATION<br />
The company has issued a declaration of liability in accordance with article 403 of Book 2 of the Netherlands<br />
Civil Code on behalf of its Dutch operating companies.<br />
The company forms a tax group together with the majority of the Dutch operating companies for corporation and<br />
sales tax. Each of the operating companies is severally liable for the tax payable by all the companies included<br />
in the tax group.<br />
Letters of guarantee<br />
The company has not issued any letters of guarantee on behalf of foreign operating companies as security for<br />
these companies’ payment liabilities on the balance sheet date.<br />
In respect of the damages assessment procedure relating to the claim of United Fabrics (see note 54), a letter of<br />
guarantee has been issued in an amount of € 1.8 million.<br />
Almelo, 26 February 2008<br />
Executive Board<br />
L. de Vries, Chairman<br />
J. Wegstapel<br />
Supervisory Board<br />
A.W. Veenman, Chairman<br />
P.P.A.I. Deiters, Vice-Chairman<br />
F.A. van Vught<br />
C.W. Versteeg<br />
E. ten Cate<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 125
Other information<br />
To the General Meeting of Shareholders of Royal Ten Cate<br />
AUDITOR’S REPORT<br />
<strong>Report</strong> on the financial statements<br />
We have audited the financial statements <strong>2007</strong> of Royal Ten Cate Almelo, for the year <strong>2007</strong> as set out on pages<br />
71 to 125. The financial statements consist of the consolidated financial statements and the company financial<br />
statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December<br />
<strong>2007</strong>, profit and loss account, statement of changes in equity and cash flow statement for the year then ended,<br />
and a summary of significant accounting policies and other explanatory notes. The company financial statements<br />
comprise the company balance sheet as at 31 December <strong>2007</strong>, the company profit and loss account for<br />
the year then ended and the notes.<br />
Management’s responsibility<br />
Company’s management is responsible for the preparation and fair presentation of the financial statements in<br />
accordance with International Financial <strong>Report</strong>ing Standards as adopted by the European Union and with Part 9<br />
of Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance<br />
with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and<br />
maintaining internal control relevant to the preparation and fair presentation of the financial statements that<br />
are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting<br />
policies; and making accounting estimates that are reasonable in the circumstances.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our<br />
audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and<br />
perform the audit to obtain reasonable assurance whether the financial statements are free from material<br />
misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those<br />
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />
of the financial statements in order to design audit procedures that are appropriate in the circumstances,<br />
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit<br />
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting<br />
estimates made by management, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
126 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
Opinion with respect to the consolidated financial statements<br />
In our opinion, the consolidated financial statements give a true and fair view of the financial position of Royal<br />
Ten Cate as at 31 December <strong>2007</strong>, and of its result and its cash flow for the year then ended in accordance with<br />
International Financial <strong>Report</strong>ing Standards as adopted by the European Union and with Part 9 of Book 2 of the<br />
Netherlands Civil Code.<br />
Opinion with respect to the company financial statements<br />
In our opinion, the company financial statements give a true and fair view of the financial position of Royal Ten<br />
Cate as at 31 December <strong>2007</strong>, and of its result for the year then ended in accordance with Part 9 of Book 2 of<br />
the Netherlands Civil Code.<br />
<strong>Report</strong> on other legal and regulatory requirements<br />
Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the<br />
extent of our competence, that the management board report is consistent with the financial statements as<br />
required by 2:391 sub 4 of the Netherlands Civil Code.<br />
Enschede, 26 February 2008<br />
KPMG ACCOUNTANTS N.V.<br />
A.J.M. Oude Weernink RA<br />
POST BALANCE SHEET EVENTS<br />
1. YLA Inc<br />
On 22 January, <strong>TenCate</strong> announced that agreement had been reached on the acquisition of YLA Inc of Benicia,<br />
California, USA.<br />
YLA is a producer of advanced thermoset composites. The company supplies materials for the construction of<br />
satellites, solar panels, communications, space vehicles, defence and energy production.<br />
This acquisition gives <strong>TenCate</strong> a market share of over 50% in the use of thermoset composites in the American<br />
space industry.<br />
YLA and its subsidiary CCS Composites generated <strong>2007</strong> revenues of $ 23 million and were profitable. The acquisition<br />
price was $ 32 million free of debt. The acquisition still has to be approved by the US authorities.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 127
ADDITIONAL DATA<br />
2. Xennia Technology Ltd<br />
On 29 January, <strong>TenCate</strong> announced that an agreement had been signed to acquire 75% of the issued share<br />
capital of Xennia Technology Ltd of Cambridge, Great Britain.<br />
Xennia develops inks and coating fluids as well as the related control software. The company holds a large<br />
number of patents in this field. <strong>TenCate</strong> has been working closely with Xennia on the DigiTex project, a development<br />
for digital textile finishing, with grants from the European Union. The project is now reaching the phase of<br />
development of commercial applications for textile finishing.<br />
Xennia generated revenues of GBP 7 million in <strong>2007</strong> and was profitable.<br />
3. Composix Co.<br />
On 31 January, <strong>TenCate</strong> announced that – following the press release of 11 December <strong>2007</strong> – the acquisition of<br />
Composix Co (Newark, Ohio, USA) had been completed.<br />
Composix is the US market leader in the protection of military vehicles, vessels and aircraft by means of composites.<br />
The customers of Composix are vehicle manufacturers and other suppliers to the US Army.<br />
Composix generated revenues in excess of $ 100 million in <strong>2007</strong> and is highly profitable. The acquisition price<br />
is $ 68 million free of debt, with the possibility of an earn-out of $ 10 million if a particular profit target is<br />
achieved in 2008 and 2009.<br />
Following the acquisition of Roshield (Denmark) in February <strong>2007</strong>, the current acquisition of Composix represents<br />
a major strengthening of <strong>TenCate</strong>’s market leadership in the field of vehicle protection.<br />
4. Edel Grass<br />
On 12 December <strong>2007</strong>, Oranjewoud and <strong>TenCate</strong> jointly announced that they had signed a letter of intent<br />
concerning the intended acquisition of Edel Grass (Genemuiden).<br />
This acquisition is expected to be completed in the first quarter of 2008, after which Oranjewoud and <strong>TenCate</strong><br />
will each hold a 50% share.<br />
Edel Grass is a leading supplier of artificial grass systems, particularly for hockey, tennis and football in the<br />
European and African markets. Edel Grass generated <strong>2007</strong> revenues of approximately € 30 million and was<br />
profitable. The combination of knowhow and the complementary nature of the partners leads to the creation of<br />
a high-quality player with a wide knowledge of the artificial grass market.<br />
5. Increase in syndicated loan<br />
The above acquisitions require total resources of approximately € 90 million. Partly for this reason it is intended<br />
to increase the existing syndicated loan of € 250 million by € 150 million to € 400 million.<br />
On 26 February 2008, the date of this annual report, the commitments from the participating banks were<br />
more than sufficient to conclude the increase successfully. The planned signing date of the new agreement is<br />
27 February 2008.<br />
128 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO APPROPRIATION OF PROFIT<br />
(Article 27)<br />
General<br />
The authorised capital is divided into ordinary shares.<br />
Summary of the provisions of the articles of association<br />
1.<br />
2.<br />
3.<br />
4.<br />
5.<br />
6.<br />
Profit distributions may only take place to the extent that the equity of the company exceeds the paid and<br />
called-up part of the issued capital plus the reserves which must be held by law.<br />
With the approval of the Supervisory Board, the Executive Board is authorised to determine the part of the<br />
profit that will be reserved.<br />
The sum remaining from the profit after the reservation in accordance with paragraph 2 is at the disposal of<br />
the general meeting of shareholders.<br />
Shares held by the company in its own capital are not taken into account in calculating the appropriation of<br />
profit.<br />
The dividend payable shall be made payable no later than 30 days after adoption of the financial statements<br />
by the general meeting of shareholders. It shall be made payable only to the authorised persons in whose<br />
name the shares are held. Such payments shall discharge the company.<br />
A shareholder’s claim for payment shall be time-barred after a period of five years has elapsed.<br />
PROPOSED APPROPRIATION OF PROFIT<br />
in millions of euros<br />
<strong>2007</strong> 2006<br />
Net result 46.4 76.0<br />
Added to other reserves in accordance with article 27, paragraph 2 of the articles of association – 26.5 – 58.5<br />
19.9 17.5<br />
Net addition to the reserve for retained earnings of associated companies – 1.4 – 1.3<br />
18.5 16.2<br />
Undistributed dividend balance from previous year 0.5 0.5<br />
Payment of € 0.80 (32%) and € 0.70 (28%) dividend to holders of ordinary shares in accordance<br />
19.0 16.7<br />
with article 27 paragraph 3 of the articles of association – 18.8 – 16.2<br />
Undistributed dividend balance at year end, which is transferred to the relevant account 0.2 0.5<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 129
Ten-year summary<br />
in millions of euros, unless stated otherwise<br />
130 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong><br />
Figures based on IFRS<br />
Figures based on Dutch GAAP<br />
<strong>2007</strong> 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997<br />
CONSOLIDATED PROFIT<br />
AND LOSS ACCOUNT<br />
Revenues<br />
Changes in inventories of finished<br />
886.0 770.5 686.5 641.0 569.6 602.1 620.0 620.2 665.5 632.9 620.8<br />
products and work in progress – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4 6.0 – 3.2 9.6 5.2 – 8.9<br />
Raw materials and manufacturing supplies<br />
Work contracted out and other external<br />
463.6 402.2 353.8 332.1 280.7 289.9 297.2 294.4 279.8 276.0 279.0<br />
expenses 54.9 34.7 29.3 29.5 28.8 36.4 37.9 36.3 48.6 44.8 51.4<br />
Personnel costs 178.3 171.2 161.6 159.7 142.9 151.3 159.1 160.2 165.5 159.2 153.4<br />
Depreciation and amortisation 32.7 23.1 19.3 19.2 19.6 24.0 26.0 25.2 30.1 27.9 27.5<br />
Other operating costs 98.8 94.0 83.5 78.5 71.5 79.0 78.9 74.7 91.0 85.3 81.5<br />
Total operating expenses 816.6 720.4 648.0 606.4 540.9 578.2 605.1 587.6 624.6 598.4 583.9<br />
OPERATING RESULT 69.4 50.1 38.5 34.6 28.7 23.9 14.9 32.6 40.9 34.5 36.9<br />
Financial expenses – 11.3 – 8.0 – 4.6 – 6.8 – 7.0 – 12.0 – 12.9 – 10.6 – 10.2 – 9.7 – 10.1<br />
PRE-TAX RESULT 58.1 42.1 33.9 27.8 21.7 11.9 2.0 22.0 30.7 24.8 26.8<br />
Profit tax<br />
RESULT AFTER TAX BUT BEFORE RESULT<br />
– 11.9 – 11.4 – 11.5 – 9.2 – 5.3 1.7 0.7 – 3.3 – 9.0 – 8.4 – 9.1<br />
FROM PARTICIPATING INTERESTS 46.2 30.7 22.4 18.6 16.4 13.6 2.7 18.7 21.7 16.4 17.7<br />
Share in net income of associated companies 0.3 45.4 8.1 5.1 3.9 5.4 3.5 5.5 – 0.1 0.7 0.6<br />
RESULT AFTER TAX 46.5 76.1 30.5 23.7 20.3 19.0 6.2 24.2 21.6 17.1 18.3<br />
Extraordinary items after tax – – – – – 12.3 – 12.0 – – – 59.0 – 4.5<br />
NET INCOME AFTER TAX 46.5 76.1 30.5 23.7 20.3 31.3 – 5.8 24.2 21.6 – 41.9 13.8<br />
Minority interests – 0.1 – 0.1 – – 0.1 – – 0.2 0.1 – – – 0.1 –<br />
NET PROFIT 46.4 76.0 30.5 23.6 20.3 31.1 – 5.7 24.2 21.6 – 42.0 13.8<br />
Dividend 18.8 16.2 12.5 10.2 8.5 7.7 2.4 9.8 8.6 6.2 6.4<br />
Operating result as % of revenues 7.8% 6.5% 5.6% 5.4% 5.0% 4.0% 2.4% 5.3% 6.1% 5.4% 6.0%<br />
Return on equity 22.5% 36.1% 18.6% 17.0% 12.9% 22.0% – 4.2% 17.8% 16.9% – 27.8% 8.0%<br />
Return on net capital employed 14.3% 14.4% 15.3% 13.5% 11.7% 9.7% 5.9% 13.6% 13.5% 11.5% 11.3%
in millions of euros, unless stated otherwise<br />
CONSOLIDATED BALANCE SHEET<br />
Figures based on IFRS<br />
Figures based on Dutch GAAP<br />
<strong>2007</strong> 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997<br />
Tangible fixed assets 218.1 165.8 161.4 118.8 118.1 130.5 154.3 151.5 143.6 157.1 162.1<br />
Intangible fixed assets 136.8 12.4 13.8 12.1 10.6 12.8 14.7 – – – –<br />
Financial fixed assets 19.8 18.3 35.2 19.9 11.4 9.2 5.6 7.5 3.4 2.9 24.9<br />
Total fixed assets 374.7 196.5 210.4 150.8 140.1 152.5 174.6 159.0 147.0 160.0 187.0<br />
Inventories 176.2 157.7 157.5 138.6 110.0 117.4 124.6 134.6 112.0 116.1 117.9<br />
Receivables 166.2 128.2 125.0 98.8 91.7 89.8 109.7 107.0 96.2 107.2 108.2<br />
Securities and cash 4.8 6.7 4.6 2.7 5.8 2.9 0.1 0.4 0.4 0.5 0.3<br />
Total current assets 347.2 292.6 287.1 240.1 207.5 210.1 234.4 242.0 208.6 223.8 226.4<br />
TOTAL ASSETS 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6 383.8 413.4<br />
Equity* 310.1 238.7 181.8 146.5 162.0 152.9 129.5 140.6 130.5 125.0 176.5<br />
Minority interests 0.3 0.2 – 0.1 0.1 0.2 0.1 0.4 0.1 – 0.1<br />
Group equity 310.4 238.9 181.8 146.6 162.1 153.1 129.6 141.0 130.6 125.0 176.6<br />
Provisions 40.8 43.8 56.1 52.1 15.6 15.1 14.4 – – – –<br />
Long-term debts 222.3 63.5 130.2 74.1 82.9 107.0 77.7 11.2 11.3 9.2 9.9<br />
Banks and short term loans 12.9 30.4 27.1 24.6 13.9 8.9 99.7 83.1 92.6 106.5 94.1<br />
Other short-term debts 135.5 112.5 102.3 93.5 73.1 78.5 87.6 67.4 25.1 42.6 49.5<br />
TOTAL LIABILITIES 721.9 489.1 497.5 390.9 347.6 362.6 409.0 401.0 355.6 383.8 413.4<br />
Guarantee capital/total capital 43% 49% 37% 38% 47% 42% 32% 37% 41% 38% 50%<br />
Acquisitions /(de)consolidations<br />
Investments in tangible and intangible<br />
175.1 – 63.0 40.8 29.2 0.3 1.4 23.6 14.8 34.6 0.5 11.1<br />
fixed assets 62.9 43.0 26.2 12.0 16.9 17.0 28.5 29.5 33.7 29.2 29.8<br />
Depreciation and amortisation 32.7 23.1 19.3 19.2 19.6 24.0 26.0 25.2 30.1 27.9 27.5<br />
Cash flow 79.2 99.2 49.8 42.9 39.9 57.5 27.7 49.4 51.7 – 14.1 41.3<br />
Number of staff years at year-end 4,020 3,532 3,578 3,634 3,245 3,278 3,625 3,585 3,970 3,886 3,848<br />
Number of outstanding shares (x 1,000) 23,556 21,063 20,784 20,472 20,096 19,192 18,872 18,872 18,092 18,092 17,732<br />
Maximum increase from conversion – – – – – – 768 1,200 1,716 2,296 2,936<br />
Net earnings per € 2.50 share 2.04 3.66 1.48 1.17 1.03 1.63 – 0.31 1.30 1.20 – 2.34 0.78<br />
Dividend per share in euros 0.80 0.70 0.60 0.50 0.43 0.40 0.13 0.52 0.48 0.34 0.36<br />
Closing price in euros 21.27 23.21 21.50 13.55 9.02 6.25 6.50 8.23 9.38 7.26 9.93<br />
* With effect from 2003 equity including dividend payable.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong> 131
Operating companies, associated<br />
companies and other interests<br />
as at 31 December <strong>2007</strong><br />
ADVANCED TEXTILES & COMPOSITES<br />
<strong>TenCate</strong> Advanced Textiles bv Nijverdal (NL)<br />
Holding Ten Cate Advanced Textiles group<br />
<strong>TenCate</strong> Protect bv Nijverdal (NL)<br />
Fabrics for work and protective clothing and professional wear<br />
<strong>TenCate</strong> Protective Fabrics USA Union City, Georgia, USA<br />
Fabrics for protective clothing<br />
<strong>TenCate</strong> Technical Fabrics bv Nijverdal (NL)<br />
Outdoor fabrics<br />
<strong>TenCate</strong> Advanced Spinning bv Nijverdal (NL)<br />
High-grade yarns and fabrics for applications in specialist professions and<br />
outdoor applications<br />
<strong>TenCate</strong> Permess Interlinings Hong Kong ltd Hong Kong, China<br />
<strong>TenCate</strong> Permess (Wuxi) Advanced Textiles co ltd Xishan, China<br />
Sale and production of interlinings<br />
<strong>TenCate</strong> Advanced Composites bv Nijverdal (NL)<br />
Components for aircraft construction and antiballistic materials<br />
<strong>TenCate</strong> Advanced Armour S.A.S. Vienne, France<br />
<strong>TenCate</strong> Advanced Armour Danmark A/S Vissenbjerg,<br />
Antiballistic materials Denmark<br />
<strong>TenCate</strong> Advanced Composites USA inc Morgan Hill,<br />
California, USA<br />
Phoenixx TPC inc Taunton, Massachusetts, USA<br />
Components for aerospace and antiballistic materials<br />
GEOSYNTHETICS & GRASS<br />
<strong>TenCate</strong> Geosynthetics North America inc Atlanta, Georgia,<br />
USA<br />
<strong>TenCate</strong> Geosynthetics Austria GmbH Linz, Austria<br />
<strong>TenCate</strong> Geosynthetics France S.A.S. Bezons, France<br />
<strong>TenCate</strong> Geosynthetics Netherlands bv Almelo (NL)<br />
<strong>TenCate</strong> Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia<br />
Geofabrics Australasia pty ltd (50%)<br />
Geotextiles and industrial fabrics<br />
Cheltenham, Australia<br />
<strong>TenCate</strong> Geosynthetics sdn bhd (Malaysia) Kuala Lumpur,<br />
Malaysia<br />
<strong>TenCate</strong> Geosynthetics (Thailand) ltd Bangkok, Thailand<br />
<strong>TenCate</strong> Geosynthetics pte ltd Singapore<br />
<strong>TenCate</strong> Geosynthetics Italia srl Lazzata, Italy<br />
<strong>TenCate</strong> Geosynthetics (UK) ltd Telford, United Kingdom<br />
<strong>TenCate</strong> Geosynthetics sl Madrid, Spain<br />
<strong>TenCate</strong> Geosynthetics Schweiz AG Zurich, Switzerland<br />
<strong>TenCate</strong> Geosynthetics Deutschland GmbH Dietzenbach,<br />
Germany<br />
<strong>TenCate</strong> Geosynthetics Polska Spzoo Krakow, Poland<br />
<strong>TenCate</strong> Geosynthetics CZ sro Prague, Czech Republic<br />
<strong>TenCate</strong> Geosynthetics Rumania<br />
Sales offices<br />
Bucharest, Rumania<br />
<strong>TenCate</strong> Thiolon bv Nijverdal (NL)<br />
<strong>TenCate</strong> Thiolon North America inc Dayton, Tennessee, USA<br />
<strong>TenCate</strong> Thiolon Middle East (49%) 1) Synthetic turf fibres<br />
Dubai, UAE<br />
<strong>TenCate</strong> Thiobac bv Nijverdal (NL)<br />
Backing for synthetic turf<br />
1) Due to the legislation in Dubai, 51% is held by a local partner.<br />
Royal Ten Cate has 100% economic ownership.
TECHNICAL COMPONENTS<br />
<strong>TenCate</strong> Enbi International bv Beek (NL)<br />
<strong>TenCate</strong> Enbi GmbH Opladen, Germany<br />
<strong>TenCate</strong> Enbi Kft Rétság, Hungary<br />
<strong>TenCate</strong> Enbi inc Shellbyville, Indiana, USA<br />
<strong>TenCate</strong> Enbi pte ltd Singapore<br />
<strong>TenCate</strong> Enbi Zhuhai co ltd Zhuhai, China<br />
Technical rollers and components for printers, copiers, fax machines,<br />
postal sorting machines, automated teller machines, insulation and<br />
heating systems<br />
OTHERS<br />
The operating companies listed here are consolidated in the financial statements, with the exception<br />
of the companies shown as non-consolidated. Some interests of minor relevance to the overall<br />
picture have been omitted from the list, in accordance with article 379, paragraph 3, Book 2 of the<br />
Netherlands Civil Code. The companies are wholly owned, unless otherwise stated.<br />
<strong>TenCate</strong> Assurantiën bv Almelo (NL)<br />
Insurance<br />
<strong>TenCate</strong> Nederland bv Almelo (NL)<br />
Royal Ten Cate USA inc Atlanta, Georgia, USA<br />
<strong>TenCate</strong> UK ltd London, United Kingdom<br />
<strong>TenCate</strong> France S.A.S. Paris, France<br />
<strong>TenCate</strong> Deutschland GmbH Opladen, Germany<br />
<strong>TenCate</strong> Danmark A/S Copenhagen, Denmark<br />
Royal Ten Cate Pacific 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 />
DIS Enbi Seals Ireland ltd (20%) Portlaoise, Ireland<br />
Seals<br />
GreenFields bv (20%) Kampen (NL)<br />
Marketing organisation for synthetic turf<br />
Landscape Solutions bv (20%) Goirle (NL)<br />
Synthetic turf for landscaping<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>
Colophon<br />
Text<br />
Royal Ten Cate<br />
Translation<br />
VVH business translations, Utrecht (NL)<br />
Concept and realisation<br />
C&F <strong>Report</strong> Amsterdam B.V.<br />
Photography<br />
Picture <strong>Report</strong>, Amsterdam<br />
Staff sgt. Curt Cashour, MNC-I Public Affairs<br />
Royal Ten Cate<br />
Number of copies printed<br />
3,000<br />
Operating companies, associated companies and other interests
Royal Ten Cate<br />
Stationsstraat 11<br />
7607 GX Almelo<br />
The Netherlands<br />
P.O. Box 58<br />
7600 GD Almelo<br />
The Netherlands<br />
Telephone +31 (0)546 544 338<br />
Fax +31 (0)546 824 655<br />
Corporate development & investor relations<br />
F.R. Spaan, director<br />
f.spaan@tencate.com<br />
www.tencate.com