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Annual Report 2007 - TenCate

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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 />

80<br />

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 />

82<br />

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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 />

Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>


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

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