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<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Royal Ten Cate
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<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 />
ADVANCED TEXTILES<br />
& COMPOSITES SECTOR<br />
PROTECTIVE & OUTDOOR FABRICS<br />
� <strong>TenCate</strong> Protect<br />
� <strong>TenCate</strong> Protective Fabrics USA<br />
� <strong>TenCate</strong> Technical Fabrics<br />
Protective and safety fabrics for applications<br />
in specialist professions and industry and for<br />
outdoor applications<br />
AEROSPACE & ARMOUR<br />
COMPOSITES<br />
� <strong>TenCate</strong> Advanced Composites<br />
� <strong>TenCate</strong> Advanced Composites USA<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 />
� Countries where <strong>TenCate</strong><br />
is established or represented<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
GEOSYNTHETICS<br />
& GRASS SECTOR<br />
GEOSYNTHETICS<br />
� <strong>TenCate</strong> Geosynthetics EU<br />
� <strong>TenCate</strong> Geosynthetics North America<br />
� <strong>TenCate</strong> Geosynthetics Asia<br />
Synthetic fabrics, nonwovens and grids<br />
for applications in civil engineering,<br />
the environmental market, the<br />
construction industry, agriculture,<br />
sport and recreation<br />
GRASS<br />
� <strong>TenCate</strong> Thiolon<br />
� <strong>TenCate</strong> Thiolon North America<br />
� <strong>TenCate</strong> Thiobac<br />
Artificial grass systems and components<br />
(fibres, backing, infill and sub-base) for topflight<br />
sports and recreational and landscape<br />
applications<br />
<strong>TenCate</strong> Cetex®<br />
This is <strong>TenCate</strong> Cetex, a thermoplastic composite material<br />
that is qualified for various applications in the aircraft<br />
industry. The material stands out because of its excellent<br />
mechanical characteristics, such as fire safety and high<br />
surface quality. It is also light in weight.<br />
<strong>TenCate</strong> Cetex is used by Boeing and Airbus, among others,<br />
in the wings, floor components, baggage compartments and<br />
other interior parts of aircraft such as the A340, A380, Boeing<br />
747 and Boeing 787.<br />
Thermoplastic composites can be formed by manufacturers<br />
into any required shape under specific temperature and<br />
pressure. They can also easily be recycled.
TECHNICAL COMPONENTS<br />
SECTOR<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<br />
systems<br />
BUSINESS KEY<br />
Trading in technical products for agriculture,<br />
horticulture, industry and construction<br />
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> develops and produces materials that<br />
are distinctive. The materials are mostly incorporated<br />
in an end-product or system, as a<br />
result of which the end-product or system<br />
itself becomes distinctive. <strong>TenCate</strong> strives for<br />
an active process, in order to develop highquality,<br />
functional solutions jointly with<br />
partners and end-users. <strong>TenCate</strong> materials<br />
must be advanced, offering greater added<br />
value. <strong>TenCate</strong> materials are mainly used for:<br />
� safety and protection;<br />
� aerospace;<br />
� sport and recreation;<br />
� infrastructure and the environment.<br />
<strong>TenCate</strong> employs approximately 4,000 people<br />
worldwide* and strives to operate in an ethically<br />
and socially responsible way. On this<br />
basis it encourages employees to be both<br />
proactive and enterprising, as part of its aim of<br />
achieving progress for all stakeholders.<br />
* Including Roshield and Ten Cate Thiolon Middle East.<br />
Geographic breakdown of sales in <strong>2006</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 />
BELGIUM<br />
NETHERLANDS<br />
ENGLAND<br />
GERMANY<br />
AUSTRIA<br />
FRANCE<br />
OTHER EUROPE<br />
OTHER EU<br />
SPAIN<br />
ITALY<br />
REST OF THE WORLD<br />
ASIA<br />
USA, CANADA
<strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Royal Ten Cate nv<br />
Commercial overview<br />
Profile<br />
Financial highlights<br />
Key developments in <strong>2006</strong><br />
Evaluation of action plans<br />
Actions for 2007<br />
Mission, strategy and objectives<br />
Foreword by the Chairman of the Executive Board<br />
The <strong>TenCate</strong> share<br />
<strong>Report</strong> of the Supervisory Board<br />
The Boards<br />
Materials that make a difference<br />
<strong>Report</strong> of the Executive Board<br />
General<br />
Financial performance<br />
SWOT analysis<br />
Challenges for <strong>TenCate</strong><br />
Information technology<br />
Personnel & Organisation<br />
Organisational development<br />
Socially responsible enterprise<br />
Post balance sheet events<br />
Outlook<br />
Corporate governance<br />
Risks and risk management<br />
Sector reports<br />
Advanced Textiles & Composites<br />
Geosynthetics & Grass<br />
Technical Components<br />
<strong>2006</strong> financial statements<br />
Additional data<br />
Ten-year summary<br />
Colophon<br />
Inside cover<br />
Inside cover<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
10<br />
13<br />
16<br />
18<br />
20<br />
20<br />
20<br />
24<br />
24<br />
26<br />
27<br />
27<br />
29<br />
32<br />
33<br />
33<br />
35<br />
40<br />
42<br />
50<br />
60<br />
67<br />
120<br />
126<br />
Outside backcover
OPERATING RESULT<br />
AND NET PROFIT<br />
in millions of euros<br />
� Operating result<br />
� Net profit *<br />
2<br />
54<br />
48<br />
42<br />
36<br />
30<br />
24<br />
18<br />
12<br />
6<br />
0<br />
2002 2003 2004 2005 <strong>2006</strong><br />
FIGURES PER SHARE<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 />
2002 2003 2004 2005 <strong>2006</strong><br />
* Excluding extraordinary result 2002: + € 12.3 million<br />
and <strong>2006</strong> (sale Synbra) € 39.3 million.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
SALES PER SECTOR<br />
in millions of euros<br />
� Advanced Textiles & Composites<br />
� Geosynthetics & Grass<br />
� Technical Components<br />
450<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
2002 2003 2004 2005 <strong>2006</strong><br />
EBIT PER SECTOR<br />
in millions of euros<br />
� Advanced Textiles & Composites<br />
� Geosynthetics & Grass<br />
� Technical Components<br />
27<br />
24<br />
21<br />
18<br />
15<br />
12<br />
9<br />
6<br />
3<br />
0<br />
2002 2003 2004 2005 <strong>2006</strong>
Financial highlights<br />
in millions of euros, unless stated otherwise<br />
PROFIT AND LOSS ACCOUNT<br />
Revenues<br />
Operating result before depreciation & amortisation (EBITDA)<br />
Operating result (EBIT)<br />
Net profit<br />
Net profit excluding result from divested activities<br />
CASH FLOW<br />
Depreciation and amortisation<br />
Cash flow before change in working capital<br />
Changes in working capital<br />
Investments in tangible and intangible fixed assets<br />
Acquisitions/deconsolidations<br />
Cash flow from operating and investment activities<br />
RATIOS (%)<br />
Operating result as % of sales (EBIT margin)<br />
Operating result as % of net capital employed (RONA)<br />
Net profit as % of equity<br />
Risk capital/total capital (solvency ratio)<br />
PER SHARE DATA IN EUROS<br />
Net profit<br />
Net profit excluding result from sale of Synbra (basis of dividend)<br />
Net profit excluding all divested activities<br />
Cash flow **<br />
Dividend<br />
Payout in % **<br />
Shareholders’ equity<br />
OTHER KEY FIGURES<br />
Number of staff years at year-end<br />
* Adjusted for the purposes of comparison.<br />
** Excluding income from sale of Synbra.<br />
<strong>2006</strong><br />
770.5<br />
73.2<br />
50.1<br />
76.0<br />
34.0<br />
23.1<br />
65.7<br />
– 4.0<br />
43.0<br />
– 63.0<br />
68.9<br />
6.5<br />
14.4<br />
36.1<br />
48.8<br />
3.66<br />
1.76<br />
1.64<br />
2.88<br />
0.70<br />
40%<br />
11.33<br />
3,532<br />
2005<br />
686.5<br />
57.8<br />
38.5<br />
30.5<br />
26.8<br />
19.3<br />
59.2<br />
– 23.9<br />
26.2<br />
40.8<br />
– 45.0<br />
5.6<br />
15.3<br />
18.6<br />
36.5<br />
1.48<br />
1.48<br />
1.30<br />
2.42<br />
0.60<br />
40%<br />
8.75<br />
3,578<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 3<br />
*
Key developments in <strong>2006</strong><br />
� Sales growth of 12.2% to € 771 million,<br />
of which 4.9% was organic. The organic<br />
growth was mainly affected by the lower<br />
growth of the artificial grass activities.<br />
� Increase of 30% in the operating result to<br />
€ 50 million. On an organic basis, the rise<br />
was 17.6%. The increase occurred across<br />
a broad front, but resulted mainly from the<br />
activities in protective fabrics (US),<br />
geosynthetics, aerospace and armour composites<br />
and components for printers and<br />
copiers.<br />
� On a consolidated basis, the EBIT margin<br />
increased to 6.5%. Significant growth was<br />
achieved in the Advanced Textiles & Composites<br />
sector. A decrease was recorded in<br />
the Geosynthetics & Grass sector.<br />
� Net profit grew by 26.5% to € 34 million,<br />
excluding the result from divestments of<br />
€ 42 million. The reported net profit is € 76<br />
million.<br />
4<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
� Sales and results in the Grass group fell<br />
short of expectations. Measures were<br />
announced in the fourth quarter which will<br />
strengthen <strong>TenCate</strong>’s market position in<br />
the artificial grass market and consequently<br />
improve the margins.<br />
� Major advances were made with regard to<br />
the fix it/exit policy with the divestments<br />
of Synbra Group (50%) and Plasticum.<br />
� Polyfelt was fully integrated in <strong>TenCate</strong><br />
Geosynthetics, which now operates worldwide<br />
as a single integrated group and has<br />
become engaged in large projects.<br />
� Significant growth was achieved in<br />
America in the field of protective fabrics.<br />
Large military orders have been<br />
announced.<br />
� <strong>TenCate</strong> Advanced Composites won new<br />
orders, including from Boeing (787) and<br />
Embraer. This will bolster future sales<br />
growth.<br />
� The acquisition of Roshield in Denmark<br />
(vehicle protection) was announced at the<br />
end of <strong>2006</strong>. This transaction is being<br />
completed at the start of 2007.<br />
� In mid-<strong>2006</strong> a declaration of intent was<br />
signed with the Province of Overijssel and<br />
the District of Hellendoorn with regard to<br />
urban development and concentration of<br />
industrial activities.
Evaluation of action plans<br />
Evaluation of action plans which were<br />
announced for <strong>2006</strong> in the 2005 annual report.<br />
� Corporate branding<br />
The corporate branding project was successfully<br />
completed. It included a critical<br />
assessment of our brand policy worldwide.<br />
This led among other things to greater<br />
commercial consistency. Our publications<br />
are now also being produced in the new<br />
house style.<br />
� Integration of Polyfelt<br />
The integration of Polyfelt proceeded<br />
according to plan. The Polyfelt organisation<br />
in Europe, Asia and Australia was<br />
successfully merged with <strong>TenCate</strong> Geosynthetics,<br />
the worldwide market leader in<br />
geosynthetics.<br />
� Progress of the acquisition<br />
and divestment policy<br />
Significant progress was made with regard<br />
to divestments. The interest in Synbra<br />
Group was sold with a book profit of<br />
€ 39 million. <strong>TenCate</strong> Plasticum was<br />
divested at the beginning of <strong>2006</strong> (book<br />
profit of € 3 million). <strong>TenCate</strong> made known<br />
during the year that it saw various possi-<br />
bilities for acquisitions. The acquisition of<br />
Roshield was announced at the beginning<br />
of December <strong>2006</strong>; the acquisition will<br />
considerably strengthen the activities in<br />
the field of ballistic vehicle protection.<br />
� Further strengthening and<br />
embedding of knowledge protection<br />
<strong>TenCate</strong> has established various patents.<br />
Knowledge protection is an important subject<br />
in new developments.<br />
� Further development of<br />
the digital finishing process<br />
Approval was obtained in the second half<br />
of <strong>2006</strong> for the Digitex innovation project,<br />
which had been submitted to the European<br />
Commission. This means that the project<br />
will be subsidised with European funds.<br />
The development work will take four<br />
years.<br />
� Internal co-operation<br />
<strong>TenCate</strong> companies mostly operate on the<br />
basis of shared technological knowledge.<br />
This requires co-operation, for example in<br />
research and development. Exchanges of<br />
products and technologies also take place<br />
on an operational and commercial level.<br />
� Management development<br />
At the end of <strong>2006</strong> an active learning<br />
programme was developed in co-operation<br />
with TSM Business School. The objectives<br />
include the promotion of innovative capacity,<br />
entrepreneurship and the situational<br />
leadership of the participants.<br />
� Construction of production<br />
facilities in Asia<br />
New investments were made in both<br />
<strong>TenCate</strong> Enbi and <strong>TenCate</strong> Geosynthetics.<br />
� Concentration of production in<br />
<strong>TenCate</strong> Protective & Outdoor Fabrics<br />
(Advanced Textiles & Composites sector)<br />
<strong>TenCate</strong> participated actively in a successful<br />
pilot project run by the government<br />
with the aim of accelerating government<br />
procedures for plant relocations and<br />
permit applications. The declaration of<br />
intent for the Nijverdal-Noord Master Plan<br />
was signed with the local and provincial<br />
authorities in mid-<strong>2006</strong>. The gradual<br />
concentration of the production process<br />
was initiated with the delivery of the new<br />
continuous wide bleaching machine.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 5
Actions for 2007<br />
The actions for this year include the challenges<br />
based on the SWOT analysis.<br />
� Buy & build – fix it/exit policy<br />
In 2007 the measures taken in the Grass<br />
group should lead to a considerable<br />
improvement in results. The system<br />
approach (performance of the overall<br />
sports pitch) will be developed further.<br />
The Nijverdal-Noord Master Plan should<br />
ultimately deliver a significant cost reduction.<br />
It will also be a major spearhead of<br />
the new developments based on an open<br />
innovation centre. As part of this plan,<br />
steps will be taken in 2007, including an<br />
expansion of capacity in <strong>TenCate</strong> Aerospace<br />
& Armour Composites.<br />
Although the divestments have almost<br />
been completed, this remains an area of<br />
attention.<br />
6<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
� Knowledge protection<br />
<strong>TenCate</strong> is a knowledge-intensive company<br />
which has to be innovative in order to<br />
maintain its lead. The establishment or<br />
acquisition of patents and licences is an<br />
important process which requires constant<br />
attention.<br />
� Creating conditions for sales growth in<br />
Asia and other emerging geographic<br />
markets<br />
<strong>TenCate</strong> already operates in a large<br />
number of countries. The possibilities are<br />
being investigated of developing the<br />
market for <strong>TenCate</strong> products in a broader<br />
sense, using the existing network and<br />
possibly third parties.<br />
� Promoting innovative developments<br />
<strong>TenCate</strong> is active in this regard on many<br />
fronts. Mr D. Hendriks (Group Director<br />
<strong>TenCate</strong> Protective & Outdoor Fabrics) is<br />
Chairman of the European Technology Platform<br />
for Textiles & Clothing. Some development<br />
projects are of a strategic nature<br />
and are therefore not publicly disclosed.<br />
� Management development<br />
<strong>TenCate</strong> requires young talent in order to<br />
achieve its ambitions. Measures have<br />
been initiated to secure such talent both<br />
internally and externally.
Mission, strategy and objectives<br />
MISSION<br />
<strong>TenCate</strong> strives for leadership in growing market<br />
niches for specialist functional materials.<br />
To that end it uses its broad technological<br />
base, the specialist skills available within the<br />
company and its strong position in the value<br />
chain. In markets which make high demands in<br />
terms of functionality, <strong>TenCate</strong> offers highgrade<br />
solutions. The objective is to contribute<br />
to progress in the sectors in which <strong>TenCate</strong><br />
operates. The added value for its customers<br />
results in higher valuation of the materials and<br />
profitable growth for the company. That also<br />
creates value for shareholders.<br />
STRATEGY<br />
The strategy is characterised by:<br />
� market leadership;<br />
� value chain management:<br />
� cost leadership in combination with<br />
� product differentiation, focusing on<br />
specific applications and customer<br />
requirements;<br />
� end-user marketing and an industrial<br />
brand policy;<br />
� technological innovation.<br />
� a focus on markets for specialised materials;<br />
<strong>TenCate</strong> rewarded for transparency and innovation<br />
In <strong>2006</strong> <strong>TenCate</strong> was nominated among other things for the Sijthoff Prize, the prize for the best financial reporting. <strong>TenCate</strong> also<br />
received a high score in the Scenter <strong>Annual</strong> <strong>Report</strong> Prize <strong>2006</strong>. The company was also nominated for the Rematch Investor<br />
Relations Awards <strong>2006</strong> and received the Roland Berger Award in the Merger & Acquisitions category. <strong>TenCate</strong> also carried off<br />
prizes in the product area, such as the 'Ei van Columbus <strong>2006</strong>' in the sustainable production technology category for Digitex<br />
(digital textile finishing). For projects in the field of Geosynthetics, <strong>TenCate</strong> received two Outstanding Achievement Awards and an<br />
Award of Excellence from the Industrial Fabrics Association International.<br />
� growth (buy & build);<br />
� a balanced portfolio of strategic activities<br />
and the scaling down of non-core activities<br />
fix it/exit).<br />
The value chain management is focused<br />
on occupying leading market positions and<br />
thereby achieving critical mass and strategic<br />
coherence. In this way a healthy cost basis is<br />
formed and capacity is created for investments<br />
which are necessary for further growth.<br />
QUALITATIVE STRATEGIC<br />
OBJECTIVES<br />
� value creation for shareholders –<br />
�<br />
achieving profitable growth based on our<br />
knowledge, skill and internal synergy,<br />
taking into account our social responsibilities;<br />
achieving critical mass in product/market<br />
combinations by occupying leading positions<br />
in worldwide market niches;<br />
� a healthy financial position with sufficient<br />
strength to undertake acquisitions;<br />
� a balanced portfolio of activities –<br />
product/market combinations differ in<br />
terms of growth potential and risk profile;<br />
� promoting an open culture for progress<br />
and innovation;<br />
� a commercial organisation which thinks in<br />
terms of systems (solutions) instead of the<br />
traditional role of the provider of (system)<br />
components.<br />
FINANCIAL OBJECTIVES<br />
� return on capital employed (operating<br />
result as a % of net capital employed) of<br />
at least 15% and generation of sufficient<br />
liquidity for innovative developments and<br />
acquisitions.<br />
� profitable growth, reflected in a gradual<br />
rise in the operating EBIT margin (target of<br />
at least 8%).<br />
� strong balance sheet position (solvency of<br />
at least 35%); the main covenants that<br />
determine borrowing capacity are:<br />
� total debt/EBITDA + result from<br />
participating interests < 3;<br />
� interest cover > 4.<br />
� longer-term net profit growth of at least<br />
10% per annum.
Foreword by the Chairman<br />
of the Executive Board<br />
In strategic terms we once again made good<br />
progress in <strong>2006</strong>. That applies both to the buy<br />
& build policy for our core activities and to the<br />
fix it/exit policy in particular for the Technical<br />
Components sector.<br />
Sales grew by over 12% in <strong>2006</strong> to € 771<br />
million. In organic terms, the growth was 5%<br />
higher than in the previous year. The growth in<br />
net profit, corrected to take account of divestments,<br />
remained high at around 27%, reaching<br />
€ 34 million.<br />
BUY & BUILD<br />
The integration of Polyfelt, which was acquired<br />
at the end of 2005, proceeded according to<br />
plan. Polyfelt has been fully integrated in the<br />
<strong>TenCate</strong> Geosynthetics group, which operates<br />
on the basis of close international cooperation.<br />
The group was involved in some<br />
attractive projects in <strong>2006</strong>.<br />
Agreement was reached on the acquisition<br />
of Roshield at the end of <strong>2006</strong>. This Danish<br />
company will considerably strengthen the<br />
<strong>TenCate</strong> Advanced Composites group in the<br />
field of vehicle protection.<br />
8<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
As a result of the co-operation with Green-<br />
Fields, the <strong>TenCate</strong> Grass group took the first<br />
step towards strategic alliances with commercial<br />
organisations and their direct access to<br />
the end-user. This co-operation process will be<br />
extended with the addition of other parties to<br />
form a network of high-quality partners. In this<br />
context <strong>TenCate</strong> also entered into a worldwide<br />
strategic alliance at the beginning of 2007<br />
with FieldTurf Tarkett, a leading marketing<br />
organisation for artificial grass systems for<br />
sport applications. The organisation has extensive<br />
knowledge of patented artificial grass<br />
systems. For <strong>TenCate</strong>, the alliance provides<br />
improved access to the market. It also provides<br />
considerable support for the strategic focus on<br />
systems and system characteristics.<br />
A major project which began in <strong>2006</strong> is the<br />
Nijverdal-Noord Master Plan. This provides for<br />
<strong>TenCate</strong>’s production plants in Almelo and<br />
Nijverdal to be brought together on a single<br />
site.<br />
An important initial step in this direction was<br />
taken with the entry into service of the continuous<br />
wide bleaching machine at <strong>TenCate</strong><br />
Advanced Textiles. This is unique in our sector<br />
in terms of its size and technological advancement.<br />
With regard to technological innovation,<br />
progress was made with the Digitex project<br />
(digitisation of textile finishing), for which a<br />
European subsidy was obtained.<br />
FIX IT/EXIT<br />
Substantial progress was also made with our<br />
divestment policy. Both <strong>TenCate</strong> Plasticum and<br />
our interest in Synbra Group were sold. This<br />
generated substantial income from divestments.<br />
The profit recovery at <strong>TenCate</strong> Enbi<br />
continued in <strong>2006</strong>.<br />
PERFORMANCE<br />
Although <strong>TenCate</strong> operates in growth markets<br />
and occupies leading positions, there are<br />
differences between the various sectors in<br />
terms of the – predominantly positive –<br />
developments. There was a striking improvement<br />
in the operating result in the Advanced<br />
Textiles and Composites sector. This was due<br />
mainly to the strong developments in the field<br />
of protective fabrics in the US and our growth<br />
in sales of composite materials for the core<br />
markets of aerospace and armour (ballistic<br />
protection).
In some units our results show room for<br />
improvement. The decrease in the operating<br />
result of the Geosynthetics & Grass sector in<br />
relation to sales (EBIT margin) was due in<br />
particular to the disappointing performance of<br />
our artificial grass activities. However, the<br />
artificial grass market is developing apace,<br />
with major changes occurring in environmental<br />
factors and competitive relationships. As<br />
market leader we must respond appropriately<br />
to these developments. In <strong>2006</strong> the Executive<br />
Board was actively engaged in redefining our<br />
strategic policy for that purpose. From 2007,<br />
adjustments will be made to our policy in order<br />
to strengthen our artificial grass proposition in<br />
line with the market (see page 56).<br />
In <strong>2006</strong> we defined a stronger company-wide<br />
profile for <strong>TenCate</strong> as a producer of functional<br />
materials. Our branding project was successfully<br />
implemented during the year. It has led to<br />
greater recognition among our (potential)<br />
customers. <strong>TenCate</strong> is seen more as a single<br />
company in which quality and functionality are<br />
important core values.<br />
Our materials are increasingly used in systems<br />
which provide solutions for the market.<br />
<strong>TenCate</strong> itself also provides system solutions.<br />
By offering system components, it is possible<br />
Master Plan combines business concentration and an open knowledge centre<br />
Under the Master Plan, <strong>TenCate</strong> is planning to merge its plants in Nijverdal-Noord. A declaration of intent has been signed with<br />
the Province of Overijssel and the District of Hellendoorn. An open knowledge centre is being established around the <strong>TenCate</strong><br />
companies in Nijverdal-Noord. In this centre, industry, universities and other knowledge institutions will jointly develop initiatives<br />
for new products and production processes. This fits in with the plans of the Twente Innovation Platform, which has the objective<br />
of clustering the Materials & Mechatronics sectors. The developments produced by <strong>TenCate</strong> in the last few years may provide a<br />
positive impetus for an innovative platform for new materials for different areas of application.<br />
to provide a total solution. This requires us to<br />
maintain a constant market focus and enter<br />
into partnerships with our customers and local<br />
market operators/distributors. The system<br />
approach is occupying an increasingly<br />
important place.<br />
STAKEHOLDERS<br />
Shareholders value the strength of <strong>TenCate</strong>.<br />
The international diversification of the shareholder<br />
base increased further in <strong>2006</strong>. There<br />
must also be a balance between short-term<br />
objectives and the long-term strategy. The aim<br />
is to reflect this balance in our shareholder<br />
base. In the short term we are focusing primarily<br />
on achieving growth in our strategic core<br />
markets and on increasing our efficiency by<br />
continuing to operate in a cost-conscious way.<br />
The short-term effects of our investments<br />
are also analysed. The strategy is clearly<br />
formulated in the context of what we refer to<br />
as value chain management. Our strategic<br />
activities are focused on leading positions in<br />
worldwide market niches. These give us a<br />
distinctive position in the value chain and are<br />
focused on long-term continuity.<br />
At this point I should like to thank the<br />
employees of <strong>TenCate</strong> for their commitment in<br />
the past year. Being a market leader does not<br />
mean we can rest on our laurels. Each of<br />
us must demonstrate entrepreneurship. The<br />
situation in the artificial grass market has<br />
also shown that in a changing environment<br />
additional effort is required on the part of the<br />
market leader and from our employees.<br />
Flexibility in the labour factor is important in<br />
order to grow on a global scale. We must be<br />
increasingly aware of that particularly in the<br />
Netherlands, because our employment system<br />
is fairly inflexible and hence relatively<br />
expensive. Flexibility and speed of reaction are<br />
of great importance. In this regard, employees,<br />
works councils and trade unions were called<br />
upon to show commitment once again in <strong>2006</strong>.<br />
I would like to express my gratitude for the<br />
constructive co-operation.<br />
L. de Vries, Chairman of the Executive Board<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 9
The <strong>TenCate</strong> Share<br />
Source: Euronext<br />
ISIN code: NL 0000375731<br />
Reuters code: NTCN.AS<br />
Bloomberg code: KTC.NA<br />
� KTC<br />
� AMX<br />
� AEX<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 />
21,069,546 20,955,932<br />
€ 2.50 € 2.50<br />
€ 24.84 € 24.25<br />
€ 18.65 € 12.89<br />
€ 23.21 € 21.50<br />
€ 1.76 € 1.48<br />
Dividend per share € 0.70 € 0.60<br />
*<br />
10<br />
Fully diluted and after split of par value<br />
from € 10.00 to € 2.50.<br />
**<br />
Excluding result from sale of Synbra.<br />
<strong>2006</strong><br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
2005<br />
130<br />
125<br />
120<br />
115<br />
110<br />
105<br />
100<br />
95<br />
90<br />
85<br />
80<br />
JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />
LISTING<br />
The <strong>TenCate</strong> share is listed on Euronext<br />
Amsterdam (Next 150) and forms part of the<br />
Amsterdam Small Cap Index. A number of<br />
banks and securities houses are actively<br />
involved in trading in the share. The stockmarket<br />
trading volume of the <strong>TenCate</strong> share<br />
rose once again. A 4:1 split of the <strong>TenCate</strong><br />
ordinary shares was effected in mid-April<br />
<strong>2006</strong>; each now has a par value of € 2.50. The<br />
closing price of the share on 29 December was<br />
€ 23.21, with a closing price at the end of 2005<br />
of € 21.50 (€ 86 before 4:1 split). The number<br />
of shares currently in issue is 23,169,621,<br />
following an issue of 2,106,329 shares on<br />
12 February 2007.<br />
INVESTOR RELATIONS<br />
<strong>TenCate</strong> conducts an active investor relations<br />
policy. A large number of roadshows were held<br />
once again in the Netherlands and abroad.<br />
There were many individual contacts with<br />
investors, and investors also showed interest<br />
in visiting our production sites. A visit was<br />
organised for them to the continuous wide<br />
bleaching machine at <strong>TenCate</strong> Advanced<br />
Textiles.
Geographical spread of shareholdings<br />
in percentage<br />
� The Netherlands<br />
� Belgium/Luxembourg<br />
� United Kingdom<br />
� USA/Canada<br />
� Others<br />
2005<br />
48%<br />
26%<br />
6%<br />
14%<br />
6%<br />
<strong>2006</strong><br />
52%<br />
20%<br />
5%<br />
11%<br />
12%<br />
Private investors are also important in<br />
investor relations. Private individuals make up<br />
approximately 13% of our shareholder base.<br />
Shareholders are regularly informed of<br />
important developments through our house<br />
journal <strong>TenCate</strong> Update, which is accessible to<br />
everyone and can be requested via the website.<br />
Although <strong>TenCate</strong> strives for open and<br />
transparent communication, due account must<br />
be taken of competitive positions and the<br />
interests of suppliers and customers. Various<br />
external assessments relating to transparency<br />
and investor relations policy indicate that<br />
our financial communication is increasingly<br />
appreciated.<br />
SHAREHOLDERS<br />
<strong>TenCate</strong> strives for an international spread of<br />
institutional and other shareholders. Attention<br />
is also devoted to the investment style<br />
(growth/value) and profile of the investor<br />
(focus on short or long term). <strong>TenCate</strong> currently<br />
has a well-diversified shareholder base.<br />
Although the concentration in the United<br />
Kingdom decreased from the 2005 level to<br />
around 20%, the percentage reflects the<br />
importance of that market for the <strong>TenCate</strong><br />
share, as was the case last year. Increased<br />
holdings of <strong>TenCate</strong> shares were observed<br />
particularly in France, Scandinavia and<br />
Switzerland.<br />
Apart from the holdings notified through<br />
the Dutch Financial Markets Authority,<br />
approximately six institutional investors have<br />
holdings of 2-4%. These are mostly specialist<br />
small cap investment funds. Approximately<br />
45 different institutional investors in <strong>TenCate</strong><br />
shares are known to the company.<br />
DISCLOSURE OF MAJOR HOLDINGS<br />
IN LISTED COMPANIES ACT<br />
During the year under review Stichting<br />
Pensioenfonds Shell ceased to have a<br />
disclosable holding and notice was received<br />
of an 11.21% interest held by Schroders and<br />
an 8.99% interest held by WAM. Kempen<br />
Capital Management N.V. is a professional<br />
asset manager for companies including Orange<br />
Oranje Participaties N.V. and Orange Deelnemingen<br />
Fund N.V.<br />
Kempen Capital Management N.V. 14.92%<br />
Schroders plc 11.21%<br />
Aviva plc (Delta Lloyd) 5.08%<br />
WAM Acquisitions GP, Inc 8.99%<br />
Source: Dutch Financial Markets Authority<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 11
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 116 of this report. The shares repurchased<br />
by the company are connected with the<br />
coverage of granted options.<br />
The Executive Board and the personnel hold a<br />
total of 63,348 <strong>TenCate</strong> shares.<br />
Details of the company’s shares and options<br />
held by members of the Executive Board can be<br />
found on page 110 of this report.<br />
DIVIDEND PROPOSAL, POLICY<br />
ON DIVIDEND AND RESERVES<br />
Sizeable investments are required in order to<br />
achieve growth. There are opportunities for<br />
<strong>TenCate</strong> in the strategic markets. It is expected<br />
that the growth will be continued in the years<br />
Changes in the number of outstanding shares<br />
Number at the end of 2005<br />
Increase in share capital as a result of stock dividend<br />
Number at the end of <strong>2006</strong><br />
Possible increase as a result of options<br />
Shares repurchased for options and share savings plan<br />
Fully diluted<br />
Investor Relations & Corporate Communication<br />
F.R. Spaan<br />
P.O. Box 58<br />
7600 GD Almelo<br />
Telephone +31 (0)546 544 338<br />
Fax +31 (0)546 824 655<br />
f.spaan@tencate.com<br />
www.tencate.com<br />
12<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
The international diversification of <strong>TenCate</strong>’s<br />
ahead. There will also be new technological<br />
developments. Our preference is as far as<br />
possible to finance our growth internally and<br />
retain a sound financial basis.<br />
The dividend policy is based on a payout of<br />
40% of profit (excluding the result from divestments).<br />
Shareholders are offered a choice of<br />
cash or shares charged to the share premium<br />
reserve.<br />
It is proposed to set the dividend in respect of<br />
<strong>2006</strong> at € 0.70 per € 2.50 par value share,<br />
payable in cash or as a stock dividend. The<br />
payout percentage, adjusted to take account of<br />
the result from the sale of Synbra, is 40%<br />
of profit.<br />
shareholder base increased further in <strong>2006</strong>.<br />
20,784,472<br />
278,820<br />
21,063,292<br />
515,200<br />
– 508,946<br />
21,069,546<br />
Important dates in 2007<br />
Publication of <strong>2006</strong><br />
full-year figures 1 March<br />
<strong>Annual</strong> General Meeting<br />
of Shareholders 29 March<br />
Ex-dividend date 2 April<br />
Record date for<br />
dividend eligibility 4 April<br />
Option period for<br />
cash or stock dividend 5 April to 20 April<br />
Payment of cash dividend;<br />
delivery of shares (stock) 27 April<br />
First-quarter figures 2007 2 May<br />
Half-year figures 2007 22 August<br />
Third-quarter figures 2007 1 November
<strong>Report</strong> of the Supervisory Board<br />
We hereby present the <strong>2006</strong> annual report as<br />
prepared by the Executive Board, incorporating<br />
the financial statements. The financial statements<br />
have been audited by KPMG Accountants<br />
and were discussed in detail with the<br />
Executive Board on 28 February 2007. We are<br />
therefore of the opinion that the annual report<br />
fulfils the transparency requirements and<br />
forms a good basis on which the Supervisory<br />
Board can account for its supervision.<br />
RESULTS AND DIVIDEND<br />
Royal Ten Cate recorded a net profit of € 76.0<br />
million in <strong>2006</strong>, including € 34.0 million from<br />
ordinary operations (a rise of 27%) and € 42.0<br />
million from the sale of Plasticum and the 50%<br />
interest in Synbra.<br />
We approve the proposal of the Executive<br />
Board to set the dividend at € 0.70 per € 2.50<br />
par value share (= 28%). This proposal is in line<br />
with the policy of distributing approximately<br />
40% of the operating profit to shareholders.<br />
We propose that the General Meeting of<br />
Shareholders accordingly approve the financial<br />
statements 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 />
on seven occasions in <strong>2006</strong> with the Executive<br />
Board and the Financial Director. It also met<br />
independently.<br />
On 12 April <strong>2006</strong> a visit was made to the<br />
<strong>TenCate</strong> Advanced Textiles and <strong>TenCate</strong><br />
Thiolon plants in Nijverdal. The board took<br />
the opportunity to appraise itself of the state<br />
of affairs in these companies.<br />
On 8 December <strong>2006</strong>, almost one year after<br />
the acquisition, the Supervisory Board visited<br />
<strong>TenCate</strong> Geosynthetics Austria (formerly<br />
Polyfelt) in Linz. In addition to a visit to the<br />
plant, the Board took the opportunity to learn<br />
of the developments.<br />
At the seven regular meetings, in addition to<br />
the trend in the results, the board devoted<br />
particular attention to:<br />
� the composition of the Executive Board,<br />
leading to the intended appointment of<br />
Mr J. Wegstapel as the successor to<br />
Mr P.H. van der Vorm;<br />
� the evaluation of the management by the<br />
Executive Board, in particular the group<br />
directors;<br />
� the strategy of Royal <strong>TenCate</strong>, as set out<br />
on page 7 of this annual report;<br />
� the divestments of <strong>TenCate</strong> Plasticum,<br />
<strong>TenCate</strong> Nicolon Australia and the 50%<br />
interest in Synbra Group;<br />
� the intended divestment of the remaining<br />
companies in the Technical Components<br />
sector: <strong>TenCate</strong> Enbi and Business Key;<br />
� the acquisition of Roshield, as well as<br />
the strategic connection with the other<br />
European armour activities;<br />
� the developments at the <strong>TenCate</strong> Grass<br />
group. These were assessed in depth from<br />
a strategic, commercial and operational<br />
perspective. The same applies to the<br />
proposed acquisition of Mattex, which<br />
should be seen as an appropriate<br />
response;<br />
� the financing of these acquisitions, as<br />
well as the refinancing of the existing<br />
syndicated loan and the intended share<br />
issue;<br />
� a number of possible acquisitions in<br />
addition to Roshield and Mattex which<br />
either have not led to an acquisition or are<br />
still being examined;<br />
� the main investment projects, including<br />
the continuous wide bleaching machine<br />
for <strong>TenCate</strong> Protect in Nijverdal, the<br />
Royal <strong>TenCate</strong> nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 13
construction of a geotextile plant in Zhuhai<br />
(China) and expansion investments in the<br />
<strong>TenCate</strong> Aerospace & Armour Composites<br />
group, as well as the <strong>TenCate</strong> Grass group;<br />
� the Nijverdal Master Plan, with the consequences<br />
for the seven Nijverdal plants, as<br />
well as the plans to establish aerospacerelated<br />
industrial activities at Twente<br />
airport;<br />
� the deeply regrettable fatal accident at<br />
<strong>TenCate</strong> Technical Fabrics on 13 March;<br />
� corporate governance, leading among<br />
other things to the amendment to the<br />
articles of association approved at the<br />
meeting of shareholders of 4 April <strong>2006</strong>.<br />
This included the splitting of the € 10 par<br />
value share into four shares of a par value<br />
of € 2.50, the cancellation of the financing<br />
preference shares and the protection<br />
preference shares and finally the<br />
�<br />
dematerialisation of the <strong>TenCate</strong> share;<br />
the 2005 annual report and the related discussion<br />
with the auditor, the quarterly<br />
reports in <strong>2006</strong> and the latest estimates<br />
for the <strong>2006</strong> annual results;<br />
� the system used to grant options to the<br />
management of Royal Ten Cate;<br />
� the budget for 2007.<br />
14<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><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 Board.<br />
WORKS COUNCIL<br />
The Supervisory Board was represented at<br />
most of the consultative meetings of the<br />
Central Works Council.<br />
SUPERVISORY BOARD COMMITTEES<br />
The Supervisory Board has two committees:<br />
the Financial Committee and the combined<br />
Remuneration, Selection and Appointments<br />
Committee. Their task is to prepare for<br />
the analysis and decision-making in<br />
relation to subjects within their specific<br />
areas of knowledge, thereby increasing the<br />
effectiveness of the full Supervisory Board.<br />
FINANCIAL COMMITTEE<br />
The Financial Committee comprises Messrs<br />
E. ten Cate (Chairman), A.W. Veenman and<br />
P.P.A.I. Deiters. The Committee met on two<br />
occasions in <strong>2006</strong> in order to prepare for the<br />
discussion of the half-year and full-year figures<br />
in the full Supervisory Board. This took place in<br />
the presence of the Executive Board, the<br />
Financial Director and the external auditor.<br />
The matters considered included the following:<br />
� the 2005 annual report and the <strong>2006</strong><br />
half-year figures;<br />
� the report of the auditors KPMG, including<br />
findings with regard to the administrative<br />
organisation and internal auditing,<br />
�<br />
computerisation, taxes and expenses<br />
claims. The independence of KPMG was<br />
confirmed;<br />
current legal proceedings and claims<br />
and the associated risks;<br />
� risk management, on which a report<br />
appears on pages 35 ff;<br />
� transfer pricing and in particular the<br />
provision of the required documentation,<br />
in order to avoid tax risks as far as<br />
possible;<br />
� treasury management, including the<br />
�<br />
establishment of a cash pool;<br />
the IT policy, IT security and a code of<br />
conduct for the use of e-mail, internet<br />
and intranet.<br />
� the operational audits at a number of<br />
operating companies.
REMUNERATION REPORT<br />
No changes were made in <strong>2006</strong> to the<br />
remuneration policy set out in the 2005<br />
annual report.<br />
SALARY<br />
As a result of the change to the system used in<br />
the Hay Group Boardroom Guide, the market<br />
image of the salary position of the Chairman of<br />
the Executive Board will be based henceforth<br />
on the job weightings expressed in Hay levels.<br />
The previously applied categories (<strong>TenCate</strong> fell<br />
within the B category) have been translated<br />
into Hay levels.<br />
The annual salary of Mr L. de Vries was<br />
adjusted to 100% of the median of the<br />
Hay system used. This resulted in an increase<br />
of 7.4%.<br />
The remuneration of the Executive Board is<br />
stated in note 58.3 on page 110 of this report.<br />
Protection in high-risk work<br />
<strong>TenCate</strong> Protective Fabrics has developed <strong>TenCate</strong> Oasis, a fabric which protects workers in the aluminium industry against<br />
molten metal drops and cryolite. When working with molten aluminium, there is a risk that it will not drip from the clothing but<br />
will adhere to it. The heat will then penetrate the fabric, potentially causing severe burns. Cryolite is even hotter and adheres<br />
even more. <strong>TenCate</strong> Oasis has a number of unique characteristics: it offers protection against molten metal drops, radiation<br />
heat, flames and other risks associated with molten material. Oasis feels light and is flexible and comfortable to wear. It also<br />
has excellent breathing and permanently flame-resistant characteristics.<br />
The annual report fulfils the market requirements for transparency.<br />
VARIABLE REMUNERATION<br />
Mr L. de Vries received results-linked<br />
remuneration in <strong>2006</strong> amounting to 50% of<br />
annual salary as a result of having comfortably<br />
exceeded the specified performance criteria.<br />
Mr De Vries will also receive results-linked<br />
remuneration amounting to 50% of annual<br />
salary in respect of <strong>2006</strong>.<br />
Almelo, 28 February 2007<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
The Boards<br />
SUPERVISORY BOARD<br />
A.W. Veenman (59) Chairman 1) 2)<br />
Commenced in office: 1996; end of current term: 2008<br />
CEO of Nederlandse Spoorwegen<br />
Supervisory director of Rabobank Groep<br />
Supervisory director of TenneT Holding B.V.<br />
P.P.A.I. Deiters (63) Vice-Chairman 1)<br />
Commenced in office: 1998; 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 Berghave B.V. Venture Capital<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 Lowland Fashion<br />
Investments B.V.<br />
F.A. van Vught (56) 2*)<br />
Commenced in office: 2000; end of current term: 2008<br />
Member of the Group of Policy Advisors of the<br />
Chairman of the European Committee<br />
Member of the Executive Board of the European<br />
University Association Member of the National<br />
Innovation Platform<br />
Acting Crown-appointed member of the Social<br />
and Economic Council of the Netherlands<br />
1) Member of the Financial Committee.<br />
2) Member of the combined Remuneration,<br />
Selection and Appointments Committee.<br />
*)<br />
Chairman.<br />
16<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Member of the University Grants Committee<br />
of Hong Kong<br />
Supervisory director of Rova N.V.<br />
C.W. Versteeg (71)<br />
Commenced in office: 2000; 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 (61) 1*)<br />
Commenced in office: 2004; 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 (55), Chairman<br />
P.H. van der Vorm (67), 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 (64)<br />
<strong>TenCate</strong> Aerospace & Armour Composites<br />
D. Hendriks (48)<br />
<strong>TenCate</strong> Protective & Outdoor Fabrics<br />
(Europe/Asia)<br />
D. Olsen (52)<br />
<strong>TenCate</strong> Protective Fabrics<br />
(North America)<br />
<strong>TenCate</strong> Geosynthetics & Grass<br />
D.C. Clarke (48)<br />
<strong>TenCate</strong> Geosynthetics<br />
W.H. Smith (53)<br />
<strong>TenCate</strong> Grass<br />
<strong>TenCate</strong> Technical Components<br />
B.R. Denekamp (51)<br />
<strong>TenCate</strong> Enbi<br />
Holding<br />
J. Lock (60)<br />
Corporate Director Finance & Administration<br />
L.J. Kuipers (64) a.i.<br />
Corporate Director Personnel & Organisation
L. de Vries<br />
F.B. Bruns<br />
D. Hendriks<br />
P.H. van der Vorm<br />
D.C. Clarke<br />
D. Olsen<br />
J. Lock<br />
B.R. Denekamp<br />
W.H. Smith<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 17
Materials that make a difference<br />
<strong>TenCate</strong> develops and produces high-grade<br />
functional materials. Markets are selected<br />
which make functional demands upon materials,<br />
for example as a result of legislation and<br />
standards. <strong>TenCate</strong> operates in growth markets<br />
in which personal security and protection play<br />
a particularly important role. In many respects<br />
our materials provide the required protection<br />
on the basis of the developed functional<br />
characteristics. In the eyes of the end-user,<br />
<strong>TenCate</strong> materials must constitute an important<br />
distinctive element in the end-product or<br />
total concept.<br />
Market requirements evolve and standards are<br />
adjusted, or new materials are developed as a<br />
result of technological inventions. <strong>TenCate</strong> is<br />
characterised by a culture focused on progress<br />
and further product and market development.<br />
This increasingly takes place jointly with the<br />
customer. In addition, <strong>TenCate</strong> applies a system-based<br />
approach as far as possible: a composition<br />
of materials with different functional<br />
characteristics which are co-ordinated with<br />
each other. Our broad technological base in the<br />
field of textiles and related chemical processes<br />
plays an important role in this regard. Intensive<br />
internal co-operation therefore takes place in<br />
order to make optimum use of the knowledge<br />
and skills.<br />
18<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
STRATEGIC FRAMEWORK<br />
<strong>TenCate</strong>’s mission is underpinned by market<br />
leadership and growth based on our technology.<br />
This is achieved by providing high-grade<br />
solutions in the form of materials and systems<br />
with functional characteristics. The mission<br />
has been translated into a strategy centred on<br />
value chain management. Problem-solving<br />
ability is guaranteed in the context of product<br />
differentiation. In addition, <strong>TenCate</strong> applies<br />
Reliable<br />
Progressive<br />
Knowledgable<br />
Resourceful<br />
user-end marketing, (technological) innovation<br />
and cost control as elements of its strategic<br />
policy. End-user marketing is playing an increasing<br />
role, which is essential for a company<br />
producing functional materials. <strong>TenCate</strong> is an<br />
innovative company and once again acquired a<br />
number of new patents in <strong>2006</strong> and aims to be<br />
a leader in the technological field.<br />
CUSTOMER REQUIREMENTS<br />
<strong>TenCate</strong> has a wide diversity of end-users. An<br />
important customer group comprises (suppliers<br />
to) original equipment manufacturers (OEMs)<br />
and the institutional market (public sector<br />
bodies, including defence ministries). Institutions<br />
such as hospitals, emergency services<br />
and suppliers to these sectors also form part of<br />
the major customer groups. In the artificial<br />
grass market, the customer requirements<br />
at the level of the individual player are even<br />
relevant with regard to the safety and playing<br />
characteristics of the pitch. Although customer<br />
requirements are to a large extent related to<br />
safety and protection, <strong>TenCate</strong> materials must<br />
fulfil a wide range of functional characteristics<br />
in the various markets.<br />
An important factor is that there are usually<br />
specified characteristics for the material.<br />
End-user marketing is also focused on active<br />
participation in the specification process, so<br />
that the purchasing process takes place partly<br />
on the basis of intrinsic aspects.<br />
The commercial policy is increasingly directed<br />
towards the provision of systems solutions.
<strong>TenCate</strong> has single-product systems and multiproduct<br />
systems. In the latter case different<br />
products are combined to form a system<br />
solution. An example is an artificial grass<br />
system which consists of artificial grass fibre,<br />
backing, infill and a shock-absorbent underlay.<br />
The commercial policy in <strong>2006</strong> can once<br />
again be illustrated by a number of <strong>TenCate</strong><br />
materials:<br />
� Cetex ® System 3 – triple-layer laminated<br />
composite material, specially aimed at<br />
new interior design in modern aircraft;<br />
� GeoDetect/HydroDetect ® – detection<br />
material incorporated in geotextiles which<br />
records subsidence and breaching of<br />
dykes;<br />
� Geotube ® – for the cleaning of polluted<br />
lakes in Sweden, the biggest order ever<br />
received;<br />
� the <strong>TenCate</strong> Thiolon ® artificial grass<br />
system for the FIFA Home – a solution for<br />
artificial grass based on Thiolon Xtreme ®<br />
for top-flight sports (fulfils the FIFA Two<br />
Star Recommended system requirements);<br />
High-level <strong>TenCate</strong> materials<br />
In close co-operation with Lockheed Martin, the American producer of commercial satellites, <strong>TenCate</strong> Advanced Composites USA<br />
has developed a lightweight, high-grade composite material for the bearing structures of the solar-cell-powered A2100 satellite.<br />
These solar array substrate panels are crucial for the energy supply to the satellite. The use of new material combinations and<br />
special resin systems has made it possible to design extendable solar panels of a greater length. At the same time a considerable<br />
weight saving has been achieved.<br />
� <strong>TenCate</strong> Aramid ® Camouflage – solution<br />
for flame-resistant fabrics with infrared<br />
reflection and camouflage print for military<br />
applications in the US;<br />
� International Achievement Award <strong>2006</strong><br />
from the International Fabrics Association<br />
– three projects in the US based on<br />
<strong>TenCate</strong> Mirafi® (geosynthetics).
<strong>Report</strong> of the Executive Board<br />
GENERAL<br />
Our strategy is set out briefly on page 7 of this<br />
report. Value chain management occupies a<br />
central place within the strategic policy.<br />
The four pillars of this concept – cost control,<br />
product differentiation, end-user marketing<br />
and innovation – are monitored intensively in<br />
each operating company. If the situation<br />
requires it, the focus of the operationalisation<br />
of the strategy must be shifted. In the markets<br />
in which <strong>TenCate</strong> operates, the position in the<br />
value chain must be such that <strong>TenCate</strong> can<br />
continue to play a distinctive role. This should<br />
support margin growth.<br />
In the field of protective fabrics there<br />
is increasing co-operation between our<br />
European and American activities. This is<br />
strengthening the joint position in the<br />
value chain. <strong>TenCate</strong> is a leader worldwide<br />
in the supply of protective concepts for<br />
protective clothing. <strong>TenCate</strong> has been highly<br />
successful with this in the United States,<br />
particularly for military applications and firefighting.<br />
In these markets <strong>TenCate</strong> is able to<br />
build up a lead on the basis of innovative<br />
products and good contact with decisionmakers<br />
in end-markets. Action plans have<br />
been introduced at the Dutch production<br />
20<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
sites as part of the Master Plan with regard to<br />
technological innovation and cost control.<br />
Although the group has a strong position in the<br />
field of composites in the core markets of<br />
aerospace and armour, there is scope for a<br />
further expansion of our position by means<br />
of targeted acquisitions. The focus is primarily<br />
on technology (innovation) and product<br />
differentiation. This is still a relatively small<br />
activity within <strong>TenCate</strong>, but one which is<br />
showing above-average growth.<br />
In Geosynthetics, the required positioning in<br />
the value chain has almost been achieved.<br />
Polyfelt, which was acquired at the end of<br />
2005, has now been fully incorporated in the<br />
<strong>TenCate</strong> Geosynthetics organisation and has<br />
considerably strengthened our organisation.<br />
There was a vigorous response to the<br />
decrease in margins which emerged in the<br />
Geosynthetics & Grass sector in <strong>2006</strong>. The<br />
main strategic movements in <strong>2006</strong> occurred<br />
in the Grass group.<br />
Within the Grass group greater emphasis is<br />
being placed on cost control and end-user<br />
marketing in order to implement the principles<br />
of our strategic concept more fully. The<br />
intended acquisition of the artificial grass<br />
activities of Mattex Leisure Industries, which<br />
will form part of <strong>TenCate</strong> Thiolon Middle East,<br />
is an important step in our commercial<br />
positioning, but it also means a reduction in<br />
our cost base. The commercial alliances that<br />
have been announced will strengthen our<br />
end-user marketing in the commercial<br />
implementation of our system approach in<br />
the artificial grass sector.<br />
FINANCIAL PERFORMANCE<br />
RESULT AFTER TAX<br />
Net profit rose in <strong>2006</strong> for the fifth year in<br />
succession, this time to € 76 million. Adjusted<br />
for income from divestments, net profit<br />
rose from € 26.8 million to € 34.0 million<br />
in <strong>2006</strong> (+27%). The main contribution to<br />
this increase came from the Advanced Textiles<br />
& Composites sector.<br />
COMPOSITION OF THE COMPANY<br />
Substantial progress was made once again in<br />
<strong>2006</strong> with the concentration on the two sectors<br />
of Advanced Textiles & Composites and<br />
Geosynthetics & Grass.
Analysis of <strong>2006</strong> results by sector<br />
in millions of euros<br />
Revenues<br />
Advanced Textiles & Composites<br />
Geosynthetics & Grass<br />
Technical Components<br />
Other<br />
Operating result (EBIT)<br />
Advanced Textiles & Composites<br />
Geosynthetics & Grass<br />
Technical Components<br />
Other<br />
Finance charges<br />
Pre-tax result<br />
Tax on profits<br />
Result from participating interests<br />
Result from ordinary operations<br />
Minority interest<br />
Result from divested activities<br />
Net profit<br />
<strong>2006</strong><br />
279.7<br />
397.5<br />
92.7<br />
0.6<br />
770.5<br />
20.9<br />
25.5<br />
6.2<br />
– 2.5<br />
50.1<br />
-8.0<br />
42.1<br />
– 11.4<br />
3.4<br />
34.1<br />
– 0.1<br />
42.0<br />
76.0<br />
2005<br />
285.6<br />
273.9<br />
126.3<br />
0.7<br />
686.5<br />
16.5<br />
23.8<br />
7.1<br />
– 8.9<br />
38.5<br />
– 4.6<br />
33.9<br />
– 11.5<br />
4.4<br />
26.8<br />
–<br />
3.7<br />
30.5<br />
Difference<br />
-2%<br />
+ 45%<br />
– 27%<br />
–<br />
+ 12%<br />
+ 27%<br />
+ 7%<br />
–13%<br />
–<br />
+ 30%<br />
+ 74%<br />
+ 24%<br />
+ 1%<br />
– 25%<br />
+ 27%<br />
+ 149%<br />
Organic<br />
+ 8%<br />
+ 2%<br />
+ 6%<br />
–<br />
+ 5%<br />
+ 26%<br />
– 20%<br />
+ 14%<br />
–<br />
+ 18%<br />
Of which<br />
currency<br />
–<br />
– 1%<br />
– 1%<br />
–<br />
– 1%<br />
– 1%<br />
– 1%<br />
– 1%<br />
–<br />
– 1%<br />
EBIT margins<br />
Advanced Textiles & Composites<br />
Geosynthetics & Grass<br />
Technical Components<br />
Acquisition/<br />
divestment<br />
– 10%<br />
+ 44%<br />
– 32%<br />
–<br />
+ 8%<br />
+ 2%<br />
+ 28%<br />
– 26%<br />
–<br />
+ 13%<br />
<strong>2006</strong><br />
7.5%<br />
6.4%<br />
6.7%<br />
6.5%<br />
2005<br />
5.8%<br />
8.7%<br />
5.6%<br />
5.6%<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 21
The following were divested:<br />
� On 25 April <strong>2006</strong>: Plasticum – five operating<br />
companies in the field of packaging,<br />
supplying caps and customer-specific<br />
closures. The Plasticum group generated<br />
sales of € 36 million and a net profit<br />
of € 0.8 million in 2005. This divestment<br />
generated a result of € 2.7 million.<br />
� On 2 August <strong>2006</strong>: Synbra Group bv (50%)<br />
– a European company operating in the<br />
field of EPS applications for building<br />
insulation and packaging for the food and<br />
non-food sector. In 2005, Synbra Group<br />
recorded sales (on a 100% basis) of<br />
€ 262 million and – before goodwill amortisation<br />
– a net profit of over € 8 million.<br />
The divestment of Synbra Group generated<br />
a result of € 39.3 million.<br />
Preparations were also made in <strong>2006</strong> for two<br />
acquisitions:<br />
� Roshield, a Danish company in the field of<br />
vehicle armour and personal protection.<br />
Roshield generated sales of approximately<br />
€ 14 million in <strong>2006</strong>. The acquisition was<br />
completed in mid-February.<br />
22<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
� Mattex Leisure Industries, established in<br />
Dubai and specialising in artificial grass,<br />
especially monofilament fibres, with a<br />
natural appearance.<br />
These acquisitions will represent an important<br />
strengthening of two of <strong>TenCate</strong>’s strategic<br />
market groups, namely armour composites and<br />
artificial grass.<br />
REVENUES<br />
Consolidated revenues rose 12% in <strong>2006</strong>,<br />
including 5% on an organic basis, –1% as a<br />
result of currency effects and +8% due to the<br />
net effect of acquisitions and divestments<br />
(see the table on page 21).<br />
The strongest organic sales growth came from<br />
the Advanced Textiles & Armour group. That<br />
was particularly the case in the United States,<br />
where demand for safety materials remained<br />
high.<br />
The Geosynthetics & Grass group achieved<br />
45% sales growth, mainly as a result of the<br />
addition of Polyfelt.<br />
The organic sales growth remained limited<br />
to 2%, because of the hesitant American<br />
economy in the second half of the year.<br />
The higher raw material costs were largely<br />
(70%) passed on to customers.<br />
OPERATING RESULT (EBIT)<br />
The operating result increased by 30%, including<br />
+18% organically and +13% due to the net<br />
effect of acquisitions and divestments.<br />
Three of the four sectors showed a healthy<br />
performance with high organic growth figures.<br />
That was the case of fire-resistant safety<br />
fabrics (particularly in the US), at Aerospace<br />
& Armour, Technical Components (<strong>TenCate</strong><br />
Enbi) and in the Other Activities (Holding)<br />
sector. By contrast, in the Geosynthetics<br />
& Grass sector the operating result fell by 20%<br />
on an organic basis. This was due to two<br />
causes. The weakening of the US economy<br />
in the second half of the year led to a decrease<br />
in sales and underutilisation of production<br />
capacity. The competitive position of the Grass<br />
group was also weakened by a shortage<br />
of fibres with a natural appearance (monofilament)<br />
and increasing competition. After<br />
careful consideration, this led to the intended<br />
acquisition of Mattex Leisure Industries.
PERSONNEL COSTS<br />
Personnel costs amount to 22% of sales.<br />
There are large differences in the costs per<br />
employee: approximately € 52,000 in the<br />
Netherlands, € 45,000 in the rest of Europe,<br />
€ 46,000 in the US and € 16,000 in Asia/<br />
Australia. Although personnel costs are not the<br />
only decisive factor in the choice of a location,<br />
the differences are becoming increasingly<br />
important on a global playing field.<br />
TAXES<br />
The tax rate fell from 33.8% to 27.2% in <strong>2006</strong>.<br />
This was partly due to a decrease in the<br />
proportion of <strong>TenCate</strong>’s profit contributed by<br />
American operating companies (with high tax<br />
rates). There were also two incidental factors.<br />
The reduction of Dutch corporation tax led<br />
(paradoxically) to higher costs in connection<br />
with a lower deferred tax receivable (effect<br />
+2.3%). On the other hand, the improved<br />
results in France led to the formation of a<br />
deferred tax asset with a beneficial effect of<br />
€ 1.8 million (effect – 4.2%).<br />
INVESTMENTS<br />
A total of € 43 million was invested in <strong>2006</strong>,<br />
against a depreciation level of € 23 million.<br />
Organic growth requires the use of new tech-<br />
nologies and capacity increases, and in some<br />
cases bottlenecks have to be eliminated. Major<br />
projects in <strong>2006</strong> were:<br />
� <strong>TenCate</strong> Thiolon NL: 5 monofilament lines<br />
and automation of packing.<br />
� <strong>TenCate</strong> Thiolon USA: plant expansion and<br />
two monofilament lines.<br />
� <strong>TenCate</strong> Geosynthetics North America:<br />
acquisition of a small nonwoven plant.<br />
� <strong>TenCate</strong> Geosynthetics Asia: advance<br />
payment for machines for geotextiles<br />
plant in Zhuhai (China).<br />
Cash flows<br />
Net profit before divestments<br />
Depreciation/amortisation<br />
Increase in working capital of existing activities (–)<br />
Investments<br />
Other<br />
Cash flow before acquisitions and divestments<br />
Acquisition of Polyfelt<br />
Divestments 1)<br />
1) 2005: Mega Valves, Permess Europa<br />
<strong>2006</strong>: <strong>TenCate</strong> Plasticum, Synbra Group (50%)<br />
� <strong>TenCate</strong> Protect: continuous wide bleaching<br />
machine and water treatment plant<br />
(continuation from 2005).<br />
CASH FLOWS<br />
As a result of the divestment of <strong>TenCate</strong><br />
Plasticum and Synbra Group (50%) and the<br />
fact that the intended acquisitions of Roshield<br />
and Mattex were not completed in <strong>2006</strong>,<br />
the cash flow was strongly positive.<br />
<strong>2006</strong><br />
34.0<br />
23.1<br />
57.1<br />
– 4.0<br />
– 43.0<br />
– 5.2<br />
+ 4.9<br />
2005<br />
26.8<br />
19.3<br />
46.1<br />
– 23.9<br />
– 26.2<br />
– 0.2<br />
– 4.2<br />
– 71.9<br />
+ 31.1<br />
– 45.0<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 23<br />
–<br />
+ 64.0<br />
+ 68.9
WORKING CAPITAL<br />
The working capital fell slightly, both in<br />
absolute terms and in days. The shortage of<br />
some raw materials decreased, making it less<br />
necessary to build inventories.<br />
FINANCING AND INTEREST<br />
As a result of the positive cash flow and the<br />
divestments, it was possible to reduce the<br />
interest-bearing debt from € 157 million to € 94<br />
million at the end of <strong>2006</strong>. The average interest-bearing<br />
debt nevertheless increased from<br />
€ 103 million to € 132 million. This was due<br />
to the timing of the Polyfelt acquisition: € 71<br />
million on 15 December 2005. In combination<br />
with a rise in Euribor (from 2.6% to 3.5%) and<br />
dollar interest rates, this led to substantially<br />
higher interest costs: from € 4.0 million to<br />
€ 7.0 million.<br />
SWOT ANALYSIS<br />
As part of the strategic planning, SWOT<br />
analyses 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<br />
identified. The annual report contains only<br />
a schematic account of the main points of<br />
the SWOT analysis. For competition reasons,<br />
strategic actions by operating companies or<br />
market groups are stated only if they have<br />
been previously disclosed.<br />
CHALLENGES FOR TENCATE<br />
� Strengthening knowledge protection and<br />
the patent position.<br />
The knowledge domain is handled with<br />
care in terms of personnel and in the field<br />
of security and internal culture. Knowledge<br />
protection must be incorporated early in<br />
the development process.<br />
� System approach<br />
System solutions are a fairly new<br />
development within <strong>TenCate</strong>. With its<br />
broad technological basis and the<br />
available knowledge, <strong>TenCate</strong> is in a<br />
position to combine functional materials<br />
into systems. This increases its problemsolving<br />
ability and increases profitability.<br />
� Communication<br />
<strong>TenCate</strong> will harmonise the internet<br />
communication by the various parts of the<br />
group to a greater extent in 2007. Good<br />
communication about what <strong>TenCate</strong>materials<br />
add to a system can reduce the<br />
business-critical risk for <strong>TenCate</strong> with<br />
A unique machine in the textile industry<br />
In mid-<strong>2006</strong>, <strong>TenCate</strong> Advanced Textiles began using a process-driven continuous wide bleaching machine. The capacity of the<br />
machine, combined with its fully integrated control system, makes the machine unique in the textile industry. The new machine<br />
carries out three separate operations in a single procedure. That results in higher processing speed and efficiency in operation and<br />
logistics. The quality of the materials used is also higher and the machine is more efficient in its use of energy, chemicals and<br />
water. Microprocessors in the machine enable it to measure all the variables for each formulation and if necessary to adjust the<br />
quantity of water and chemicals and the speed and pressure.<br />
regard to systems to which <strong>TenCate</strong><br />
does not contribute. Communication can<br />
increase the distinctive capability.<br />
� Optimisation of partnerships<br />
In order to implement end-user marketing<br />
more efficiently, links are established with<br />
commercial operators with direct access to<br />
end-markets. An example of this is the cooperation<br />
with parties in the artificial<br />
grass market announced in <strong>2006</strong>.<br />
� Further strengthening of the position in<br />
Asia and emerging European countries.<br />
As in the case of geosynthetics, these<br />
geographic areas will be relevant for the<br />
intensification of activities in the other<br />
market groups, either independently or<br />
through partners.<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.
TENCATE’S STRENGTHS<br />
� Knowledge-intensive and flexible company, focused on the development<br />
of new materials which meet functional requirements in the<br />
market.<br />
� Short time-to-market as a result of a strong market focus.<br />
� Broad technological basis in the field of textile technology and<br />
related chemical processes.<br />
� Innovative and distinctive in the value chain.<br />
� Leading world market positions in niches.<br />
� Scale benefits mean that extensive investments are possible for<br />
future developments, such as environmental investments and digital<br />
finishing (Digitex).<br />
� Synergy effects within and between business sectors.<br />
� Positive corporate image and strategic focus based on value chain<br />
management.<br />
� Guaranteed market positions through (industrial) certifications,<br />
patents and licences.<br />
POINTS FOR IMPROVEMENT<br />
� Faster change to an even more market-focused organisation.<br />
� Wider spreading of knowledge within <strong>TenCate</strong>, by devoting a<br />
great deal of attention to training and education and an internal<br />
management development programme.<br />
� Further strengthening of the Asian organisation, based on both the<br />
logistics processes and the market potential of this region.<br />
� Strengthening of the market position in emerging Eastern European<br />
countries in order to benefit from the growth in the region.<br />
� Further reduction of the cost base and increase in the efficiency of<br />
European sites, in addition to the initial steps in that direction in the<br />
Netherlands.<br />
OPPORTUNITIES<br />
� Tighter regulations on safety and protection, such as the modernisation<br />
programmes in defence (safety, protection, wearing comfort<br />
and new functionalities) and appropriate water management<br />
worldwide.<br />
� Advanced materials and smart textiles are growth markets, with<br />
European subsidy programmes.<br />
� Product differentiation of the new sales in existing or new markets.<br />
� The positioning of <strong>TenCate</strong> as a single company based on a connecting<br />
strategy among operating companies, with attractive customers.<br />
� Hyperfragmentation, particularly in European markets with divergent<br />
standards, offers possibilities for functional materials with different<br />
specifications.<br />
� Emerging markets which will introduce standards following the<br />
example of developed markets.<br />
THREATS/RISKS<br />
� Dependence on the purchasing side, temporary shortages of certain<br />
raw materials<br />
� Rising raw-material costs cannot always be passed on directly, and<br />
cannot always be hedged.<br />
� In the case of sharp fluctuations and strong rises in oil prices, these<br />
can only be allowed for to a limited extent in market prices.<br />
� Seepage of knowledge; a technology-oriented company such as<br />
<strong>TenCate</strong> is vulnerable and must therefore guard its knowledge<br />
domain to the maximum extent possible.<br />
� Greater visibility of the <strong>TenCate</strong> brand also means higher businesscritical<br />
risk.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 25
� Links with other industrial sectors to<br />
develop new applications for materials<br />
Co-operation will increasingly take<br />
place with other business sectors in<br />
order to generate solutions. As a result of<br />
<strong>TenCate</strong>’s innovative character and greater<br />
visibility in the market, the company is<br />
considered to be a good partner. The plans<br />
for open innovation centres should be seen<br />
in this context.<br />
INFORMATION TECHNOLOGY<br />
Information technology (IT) is the nervous<br />
system of an organisation. More extensive<br />
internationalisation as a result of acquisitions<br />
and the increase in worldwide activities<br />
requires fast, efficient and secure communication<br />
between systems and people. Hence there<br />
is a greater focus on internal and external<br />
communication. The vital role of IT then<br />
becomes evident. Further progress was made<br />
in this regard in <strong>2006</strong>.<br />
PROJECTS IN <strong>2006</strong><br />
One of the most important projects which<br />
<strong>TenCate</strong> conducted in <strong>2006</strong> was the implementation<br />
of the security policy. Important aspects<br />
are the logical and physical security of the<br />
information systems. For example, the move<br />
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Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
was completed from the group’s own computer<br />
areas to a specialist hosting company. In order<br />
to ensure continuity, access to the network<br />
has been guaranteed by the installation of a<br />
1 Gigabit internet ring.<br />
IT STRATEGY AND POLICY<br />
Royal <strong>TenCate</strong> has drawn up an IT strategy<br />
memorandum. This provides among other<br />
things for a clear separation between automation<br />
supply and demand. On the basis of the<br />
strategy, specific guidelines have been<br />
developed for automation, and these have<br />
been implemented. Flexibility and costeffective<br />
deployment of automation will<br />
continue to play an important role in the<br />
future. The further standardisation of systems<br />
will make a positive contribution to this.<br />
ACTION PLANS IN 2007<br />
In order to guarantee the quality of the<br />
projects and the management of the IT<br />
processes, targeted IT audits will once again<br />
take place in 2007. In a number of projects<br />
external specialists will be deployed to provide<br />
advice and handle the implementation.<br />
In the context of standardisation, work will<br />
begin in 2007 on the implementation of the<br />
JOMAR ERP package at <strong>TenCate</strong> Thiolon USA<br />
and <strong>TenCate</strong> Protective Fabrics in America.<br />
The Dutch companies will also take a decision<br />
in 2007 on the ERP applications to be used.<br />
The establishment of automation for the newly<br />
acquired companies Roshield and Mattex<br />
and for the move of the head office to a new<br />
location in 2007 will need to be effectively<br />
supervised.<br />
A business case will also be drawn up in order<br />
to link the <strong>TenCate</strong> companies to a joint<br />
network, based on Active Directory. The main<br />
advantages expected from this are greater<br />
flexibility, rapid delivery and lower costs for<br />
the connection of new companies.
PERSONNEL & ORGANISATION<br />
Number of employees<br />
(in staff years)<br />
Netherlands<br />
Rest of Europe<br />
United States<br />
Asia/Australia<br />
Total<br />
In <strong>2006</strong> the operating companies of <strong>TenCate</strong><br />
Plasticum (part of the Technical Components<br />
sector) were demerged from the group.<br />
All-in-one protection<br />
Year end<br />
<strong>2006</strong><br />
962<br />
619<br />
1,527<br />
424<br />
3,532<br />
The organisational model is focused on managing the<br />
ORGANISATIONAL DEVELOPMENT<br />
The organisational model chosen in 2005 was<br />
implemented during the year under review.<br />
This model is focused on managing the worldwide<br />
value chains in which <strong>TenCate</strong> operates.<br />
<strong>TenCate</strong> strives worldwide for a corporate<br />
culture with the following main characteristics:<br />
� professionalism;<br />
� openness;<br />
� versatility;<br />
� efficiency.<br />
By being willing to learn from each other,<br />
with the aim of being ‘best in class’, and<br />
continuing to invest in the available high-grade<br />
knowledge, we aim to further strengthen our<br />
position in the global market. The core values<br />
of our company are:<br />
� entrepreneurship;<br />
� innovation;<br />
� focus on results.<br />
worldwide value chains in which <strong>TenCate</strong> operates.<br />
Our employees make the difference and<br />
determine whether we fulfil our ambitions.<br />
<strong>TenCate</strong> Pro-Tector is a protective material which has a wide range of uses and is suitable for multi-threat concepts. It offers<br />
protection against bullets, knives and needles. This was previously only possible with a heavy construction, but <strong>TenCate</strong><br />
Pro-Tector is light, thin and flexible. It gives the wearer optimum all-in-one protection against a wide range of bullets, knives and<br />
other stabbing weapons in accordance with various international standards. The uses include law enforcement, military, VIP,<br />
coastguard and special forces.<br />
Year end<br />
2005<br />
1,122<br />
684<br />
1,427<br />
345<br />
3,578<br />
MANAGEMENT DEVELOPMENT<br />
In the context of the investment in the<br />
knowledge and skills of the management, an<br />
active learning programme has been developed<br />
in co-operation with TSM Business School.<br />
This began in December <strong>2006</strong> and is due to run<br />
for approximately one year. The programme<br />
is focused among other things on the strengthening<br />
of management qualities in general.<br />
One of the objectives is the promotion of the<br />
innovative capability, entrepreneurship and<br />
situational leadership of the participants.<br />
Projects relating to strategies, tactics and<br />
operations form the common theme of the<br />
training. All participants begin the course with<br />
an individual development assessment.<br />
PERSONNEL POLICY<br />
The Personnel & Organisation policy memorandum<br />
<strong>2006</strong>-2010 was drawn up in <strong>2006</strong>, with<br />
the title: ‘Employees that make a difference’.<br />
The policy has the following main themes:<br />
� strengthening competences and expanding<br />
knowledge;<br />
� transformation to more flexible employees<br />
who think in terms of processes;<br />
� enthusing and inspiring employees and<br />
building loyalty;
� further developing, sharing and<br />
guaranteeing knowledge and skills,<br />
�<br />
technologies and market intelligence;<br />
appropriate succession planning;<br />
� increasing international co-operation;<br />
� promoting results-oriented working and<br />
more performance-oriented pay;<br />
� strengthening active coaching from P&O<br />
to and for the line management;<br />
� increased uniformity in policies and<br />
guidelines from P&O;<br />
� effective deployment and further<br />
professionalisation of P&O systems.<br />
A balanced intake and recruitment policy was<br />
conducted in <strong>2006</strong>. Depending on the available<br />
potential and the further strengthening of<br />
competences, it was decided to fill vacant<br />
positions both internally and externally.<br />
At the end of <strong>2006</strong> a campaign was launched<br />
to recruit young technical and commercial<br />
talent. By means of advertisements placed<br />
in a number of media and a presence at job<br />
fairs for example at the University of Twente<br />
and Saxion College in Enschede attention<br />
was drawn to <strong>TenCate</strong> as a progressive<br />
multinational employer. The response to this<br />
recruitment was very gratifying.<br />
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Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
The training and development of employees is<br />
an area of constant attention. At all levels,<br />
employees can develop further in terms of<br />
knowledge, skills and competences. This took<br />
place intensively in <strong>2006</strong> by means of on-thejob<br />
training, specialised training courses, skills<br />
training and coaching by internal and external<br />
experts.<br />
Performance interviews at ‘CAO 1’ level began<br />
to be conducted in two operating companies<br />
in the Outdoor & Protective and Armour<br />
& Aerospace groups in the first half of <strong>2006</strong>.<br />
In close consultation with the joint works<br />
council of these groups, this led to approval<br />
of the request to introduce performance<br />
interviews at ‘CAO 1’ level in the other<br />
operating companies in 2007 (extending into<br />
2008).<br />
EMPLOYMENT CONDITIONS<br />
The global remuneration policy for senior and<br />
upper management developed in 2005 was<br />
transposed to specific regions such as the US<br />
during the year under review. The employment<br />
conditions of acquired companies are also<br />
being harmonised with those of <strong>TenCate</strong> on a<br />
phased basis.<br />
The framework provided by the industry-wide<br />
collective labour agreement for the fashion,<br />
interior, carpet and textile industry concluded<br />
for the period 2005-2008 was given further<br />
substance in <strong>2006</strong>. Within this framework,<br />
<strong>TenCate</strong> wishes to introduce more customised<br />
employment conditions, in consultation with<br />
the trade unions and the Central Works Council.<br />
The new pension scheme for <strong>TenCate</strong><br />
employees came into force on 1 January <strong>2006</strong>.<br />
It is an average salary scheme. The early<br />
retirement scheme was discontinued as a<br />
result of the legal changes on 1 January <strong>2006</strong>.<br />
To compensate for this, there is higher pension<br />
accumulation for retirement from the age of<br />
65. As a result of the introduction of a new<br />
transitional scheme, the higher accumulation<br />
will also apply to past membership years.<br />
In the new scheme the higher accumulation<br />
can be used to bring forward the actual<br />
retirement date.
<strong>TenCate</strong> believes it is important that<br />
employees should continue to receive good<br />
incomes in the future. A life course savings<br />
scheme was therefore introduced in <strong>2006</strong>.<br />
20% of employees took part in this scheme<br />
in <strong>2006</strong>. They can save for the life course<br />
scheme from various financial sources.<br />
<strong>TenCate</strong> has arranged group health insurance<br />
and employment-related employers’ insurance.<br />
If an employee chooses to take part in this<br />
group insurance, <strong>TenCate</strong> contributes to the<br />
costs. These insurances are part of the policy<br />
of further reducing and controlling sickness<br />
absence.<br />
REPRESENTATIVE CONSULTATION<br />
Many subjects were discussed with the<br />
Central Works Council in <strong>2006</strong>. The Central<br />
Works Council played a constructive role,<br />
particularly with regard to acquisitions<br />
and divestments,<br />
The Central Works Council made an important<br />
contribution to the introduction of the code of<br />
integrity and the associated whistleblowers<br />
scheme. It was intensively involved in the<br />
recommendation processes concerning the<br />
sale of the Plasticum businesses, the sale of<br />
the interest in Synbra Group, the co-operation<br />
with GreenFields, the appointment of a<br />
member of the Executive Board and the<br />
acquisition of the Danish company Roshield.<br />
In the periodic consultation with the management,<br />
the Central Works Council fulfilled<br />
its reporting role in a very appropriate way<br />
with regard to the activities in the operating<br />
companies. Under the heading of employment<br />
matters, subjects are regularly placed on the<br />
agenda which are of importance for all<br />
<strong>TenCate</strong> employees, such as the life course<br />
savings scheme, the absenteeism policy,<br />
supplementary working conditions specified<br />
in the collective labour agreement and<br />
consultations with employee organisations.<br />
SOCIALLY RESPONSIBLE<br />
ENTERPRISE<br />
Sustainable enterprise is an integral part of<br />
<strong>TenCate</strong>’s operations. The operating companies<br />
have sustainable production high on their<br />
agenda. That is evident in, among other things,<br />
the ISO 14001 certification obtained by most<br />
of the Dutch operating companies and the<br />
investments made.<br />
<strong>TenCate</strong> formulated central policy principles<br />
for socially responsible enterprise in <strong>2006</strong>.<br />
These include the following key points:<br />
� environmental protection in the production<br />
process;<br />
� product quality;<br />
� safety;<br />
� employee expertise;<br />
� integrity;<br />
� innovation<br />
� respect for society.<br />
These central policy principles are being<br />
further developed in terms of policy with<br />
measurable criteria for the whole company.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 29
Sustainability and ethics have for many years<br />
played an important role in the working<br />
processes 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 exerts its influence from the supplier’s<br />
position in order to achieve sustainable<br />
enterprise objectives throughout the value<br />
chain. As a result of this chain approach,<br />
it is possible to achieve objectives which also<br />
have an impact outside the company itself.<br />
<strong>TenCate</strong> promotes consideration of sustainable<br />
enterprise by demonstrating best practices<br />
through internal media. Good projects are<br />
demonstrated. Operating companies are<br />
encouraged to put forward their own projects.<br />
ENVIRONMENTAL PROTECTION<br />
Most Dutch production sites have been certified<br />
in accordance with ISO standard 14001.<br />
This environmental protection system is the<br />
basis on which <strong>TenCate</strong> strives to limit the<br />
use of raw materials, water and energy<br />
consumption and emissions. Working jointly<br />
with raw material suppliers and customers, the<br />
company continuously examines possible ways<br />
of reducing environmental effects. Examples<br />
include replacing chemical additives by<br />
environmentally friendly materials, improving<br />
the production process, reducing energy and<br />
water consumption, reusing hot process water<br />
and analysing energy and waste flows.<br />
<strong>TenCate</strong> only uses chemicals and paints that<br />
are included in the textile environmental<br />
database in Veenendaal.<br />
<strong>TenCate</strong> is working constantly on the further<br />
development of the production system, taking<br />
into account the increasing environmental<br />
regulations. These investments in the machine<br />
fleet have a positive effect both on the<br />
environment and on the quality of the products.<br />
<strong>TenCate</strong> Advanced Textiles began using a new<br />
continuous wide bleaching machine in <strong>2006</strong>.<br />
It is an extremely innovative machine for the<br />
textile sector because of its very advanced<br />
computer-controlled operation. This machine is<br />
the result of intensive co-operation between<br />
<strong>TenCate</strong> and the builder of the machine. Prior<br />
to its construction, <strong>TenCate</strong> commissioned<br />
the University of Twente to carry out a<br />
detailed analysis of the pretreatment process.<br />
This resulted in a pretreatment machine that<br />
is unique in the sector worldwide and<br />
handles energy and water very efficiently.<br />
In combination with its own water purification<br />
system, in which biogas can be produced,<br />
Partner of the Johan Cruyff Foundation<br />
it is expected to deliver an energy saving<br />
of 7%.<br />
The <strong>TenCate</strong> operating companies devote a<br />
great deal of attention to the control of waste<br />
flows. In addition to the consistent separation<br />
of waste materials, a mass balance sheet is<br />
maintained at various productions sites. This<br />
serves as preparation for the limitation of<br />
waste flows in the entire production process.<br />
By first ascertaining where any mass losses<br />
occur, a solution can be devised for each unit.<br />
Further in the chain a saving has been<br />
achieved in the waste flows by shipping<br />
products from the <strong>TenCate</strong> Grass group to<br />
customers in plastic sleeves rather than cardboard<br />
boxes.<br />
Operating companies have also entered into<br />
agreements with industry associations to<br />
reduce water and energy consumption at<br />
industry level. These agreements have been<br />
set out in a covenant. The aim of this covenant<br />
is to achieve an energy saving of 10% within<br />
10 years. This will be achieved by drawing up<br />
and implementing an energy-saving plan every<br />
three years, with possible savings being<br />
weighed up against the level of investment.<br />
<strong>TenCate</strong> is a corporate partner of the Johan Cruyff Foundation. <strong>TenCate</strong> Thiolon is a founding partner of Cruyff Courts KNVB<br />
pitches. Approximately 100 Cruyff Courts KNVB pitches are being laid in the Netherlands in co-operation with the KNVB.<br />
Cruyff Courts are grass plots laid in accordance with a fixed pattern, with an artificial grass base that is safe and able to<br />
withstand intensive use. A Cruyff Court encourages young people to take part in sport and football in their own district. The aim is<br />
to promote playing together, integration and social contact.
The covenant looks expressly at possibilities<br />
for saving energy throughout the chain.<br />
QUALITY<br />
The operating companies use operational<br />
management systems and apply high quality<br />
standards. Most of the companies are qualified<br />
in accordance with the ISO 9001 standard.<br />
In view of the demands made upon <strong>TenCate</strong><br />
products, quality plays an important role. Some<br />
customers apply additional quality standards<br />
which must be met, as in the case of materials<br />
for aerospace applications. As a result of close<br />
quality monitoring during the production<br />
process, <strong>TenCate</strong> products meet strict quality<br />
requirements.<br />
SAFETY AND EXPERTISE OF EMPLOYEES<br />
A safe working environment in <strong>TenCate</strong> worldwide<br />
has the utmost priority. Safety has to do<br />
with safe machines and personal protection<br />
equipment which makes work safer. <strong>TenCate</strong><br />
creates a safe working environment for all its<br />
employees and encourages its employees to<br />
work safely by means of information and<br />
training. Internal training programmes are held<br />
to make employees constantly alert to possible<br />
risks. In spite of this, a fatal accident occurred<br />
at one of the <strong>TenCate</strong> Advanced Textiles sites.<br />
This accident is very greatly regretted.<br />
Measures have been taken locally in order to<br />
prevent any recurrence.<br />
In addition to the legal requirements, research<br />
is carried out on the level of exposure to<br />
occupational risks. All employees are subject<br />
to a periodic occupational health examination.<br />
This covers subjects such as the general<br />
physical condition, hearing and working<br />
atmosphere.<br />
Quality, Health & Safety and Environment<br />
officers have been appointed within the<br />
operating companies. They monitor the<br />
situation in the operating companies with<br />
regard to these areas.<br />
INTEGRITY<br />
<strong>TenCate</strong> has drawn up a code of integrity and<br />
rules concerning persons of trust. The code<br />
forms the basis for all actions of our operating<br />
companies in the Netherlands and abroad.<br />
<strong>TenCate</strong> enters into relationships with those<br />
around it as a supplier, developer, partner, etc.<br />
These relationships are based not only on<br />
trust, our technological knowledge and skills or<br />
the quality of our products, but also on our<br />
working methods and our treatment of the<br />
environment and social organisations. The<br />
code is intended to contribute to this trust.<br />
<strong>TenCate</strong> therefore adheres to this code of<br />
integrity and expects all its employees to do<br />
likewise. The code of integrity concerns everyone<br />
who is employed in <strong>TenCate</strong> or its<br />
operating companies. The code is inextricably<br />
linked to each individual contract of<br />
employment. In order to support this code,<br />
a central compliance officer and a person<br />
of trust have been appointed. The code is<br />
included in full on the website.<br />
Because <strong>TenCate</strong> purchases some raw<br />
materials, particularly raw cloth, in low-wage<br />
countries, a code of conduct has been drawn<br />
up. Suppliers are asked to sign the code,<br />
thereby declaring that they will act in<br />
accordance with the UN Declaration of Human<br />
Rights, the UN Declaration of Children’s rights<br />
(article 32:1), International Labour Organisation<br />
(ILO) agreements on forced labour, child labour<br />
and equal treatment of employees. <strong>Annual</strong><br />
visits are made to verify whether the suppliers<br />
are indeed adhering to this code.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 31
Most chemicals and synthetic fibres are<br />
purchased from large multinationals. These<br />
companies are also requested to sign the code<br />
of conduct. In most cases they have a clear<br />
policy on sustainable enterprise.<br />
INNOVATIONS<br />
<strong>TenCate</strong> is constantly engaged in innovation in<br />
relation to its products and production<br />
systems, with a focus on safety and protection.<br />
<strong>TenCate</strong> works with its knowledge partners to<br />
achieve this. The company aims to continually<br />
improve the performance of its products in its<br />
product development.<br />
RESPECT FOR SOCIETY<br />
Many of <strong>TenCate</strong>’s products contribute directly<br />
to the safety and protection of users. Our<br />
involvement in the community of which we<br />
form part is evidenced by, among other things,<br />
our support for local cultural and sporting<br />
events in the Netherlands and abroad.<br />
<strong>TenCate</strong> is a corporate partner of the Johan<br />
Cruyff Foundation, which enables less<br />
advantaged children in the Netherlands to take<br />
part in sports. <strong>TenCate</strong> Thiolon is a founding<br />
partner of Cruyff Courts. This organisation lays<br />
artificial grass playing surfaces for young<br />
people in urban areas. <strong>TenCate</strong> Thiolon has<br />
also entered into a partnership with the Royal<br />
Dutch Football Association (KNVB) in order to<br />
bridge the gap between street football and<br />
club football by laying Cruyff Courts KNVB<br />
pitches. This involves co-operation with<br />
professional football clubs and local authority<br />
neighbourhood organisations.<br />
MEASURABILITY<br />
The aforementioned central principles in the<br />
field of sustainable enterprise are being<br />
further developed. These central principles<br />
allow centralised direction based on<br />
quantitative principles. They also enable<br />
the effects of the policy to be measured.<br />
POST BALANCE SHEET EVENTS<br />
At the beginning of February 2007 <strong>TenCate</strong><br />
reached agreement on the acquisition of the<br />
artificial grass activities of Mattex Leisure<br />
Industries by means of an assets/liabilities<br />
transaction, with an acquisition price of<br />
US$ 178 million. Mattex is a Dubai-based<br />
producer of artificial grass fibres and other<br />
products. Its artificial grass activities are being<br />
taken over by a newly formed company,<br />
<strong>TenCate</strong> Thiolon Middle East LLC. The<br />
Very Light Jet with the aid of <strong>TenCate</strong> composites<br />
acquisition was partly financed by an issue<br />
of shares. It is expected to be completed in the<br />
first quarter of 2007.<br />
The acquisition of Mattex, which specialises<br />
mainly in the production and sale of monofilament<br />
fibres, considerably strengthens the<br />
position and further development of <strong>TenCate</strong><br />
Thiolon, in both a strategic and an operational<br />
sense. <strong>TenCate</strong> Thiolon can now respond more<br />
effectively to demand in both the volume<br />
segment and the market segment for customerspecific<br />
fibres and artificial grass systems.<br />
The <strong>TenCate</strong> Grass group expects to achieve<br />
synergy benefits through increased efficiency<br />
and economies of scale.<br />
In mid-February 2007 the acquisition of<br />
Roshield was completed. Roshield is a leading,<br />
innovative company in the European market for<br />
vehicle armour and personal protection.<br />
The acquisition price was € 34.7 million. The<br />
company is based in Odense (Denmark).<br />
Roshield will form part of the <strong>TenCate</strong><br />
Aerospace & Armour Composites group. The<br />
technological knowledge, distribution facilities<br />
and activities of <strong>TenCate</strong> and Roshield are a<br />
good fit. The two companies co-operate<br />
commercially in the provision of solutions<br />
Embraer had for some time been looking for possible ways of using composite materials in its range of executive aircraft.<br />
With technical support from <strong>TenCate</strong> Advanced Composites and <strong>TenCate</strong> Cetex®, the aircraft builder has developed a number of<br />
wing components as part of its Very Light Jet programme. After a qualification process, the thermoplastic Cetex laminates are<br />
incorporated in the ribs in the stabilisers of the Phenom 100 and 300. The main principles in the design of these jet aircraft were<br />
optimum comfort, outstanding performance and low operating costs. The business jets will come onto the market in 2008 and<br />
2009 and will carry 6 to 9 passengers over a distance of 2,500 km at Mach 0.7.
for ballistic protection. The acquisition<br />
strengthens <strong>TenCate</strong>’s leading position in the<br />
European market for personal protection and<br />
vehicle armour.<br />
OUTLOOK<br />
<strong>TenCate</strong>’s strategic core markets offer good<br />
prospects. Barring unforeseen circumstances,<br />
a substantial increase in sales and profit is<br />
expected, partly as a result of the recent and<br />
intended acquisitions.<br />
The profit growth in 2007 compared to the<br />
<strong>2006</strong> net profit, corrected to take account of<br />
divestments, is expected to be at least 25%.<br />
In the field of protective fabrics, above average<br />
growth is expected particularly in the United<br />
States. The outlook is also favourable for composites<br />
(armour and aerospace), partly due to<br />
the acquisition of Roshield. Roshield has<br />
recently received long-term orders worth<br />
approximately € 20 million.<br />
The acquisition of Mattex is expected to be<br />
completed in the near future, subject to the<br />
necessary formal approvals from local authorities.<br />
The strengthening of the position of<br />
Many of <strong>TenCate</strong>’s products contribute<br />
directly to the safety and protection of users.<br />
<strong>TenCate</strong> Grass in the value chain is expected to<br />
have a significant positive effect on sales and<br />
results. <strong>TenCate</strong> Thiolon Middle East (Mattex)<br />
is expected to have a strong positive effect on<br />
net profit, having regard to the low cost base.<br />
CORPORATE GOVERNANCE<br />
CORPORATE GOVERNANCE STRUCTURE<br />
The Supervisory Board and the Executive Board<br />
endorse the main principles of corporate<br />
governance. The few exceptions which apply<br />
within <strong>TenCate</strong> mostly relate to the nature and<br />
size of the organisation. They do not affect<br />
the basic principles of good corporate<br />
management and integrity. The exceptions to<br />
the best practice provisions can be found on<br />
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 are:<br />
� The financial statements are adopted by<br />
the general meeting of shareholders.<br />
� Supervisory directors are appointed by the<br />
general meeting of shareholders on the<br />
basis of nominations by the Supervisory<br />
Board. The profile of the members of the<br />
Supervisory Board is first discussed at the<br />
general meeting of shareholders at the<br />
time of adoption and on each subsequent<br />
modification.<br />
� The general meeting of shareholders and<br />
the works council can recommend persons<br />
to the Supervisory Board for nomination as<br />
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 the<br />
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<br />
nomination 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 />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 33
Corporate governance within <strong>TenCate</strong> is based<br />
on the following principles:<br />
� Value creation for shareholders:<br />
This means making optimum use of the<br />
available resources. In the context of<br />
internal financial control, financial ratios<br />
and metrics are monitored closely. These<br />
reflect the performance in terms of cash<br />
flow generating assets, efficiency, margins<br />
and the return on capital employed.<br />
Consideration is also given to longer-term<br />
continuity. <strong>TenCate</strong> takes account of<br />
efficient use of natural resources and<br />
its social responsibilities.<br />
� Quality of the management<br />
and appropriate remuneration<br />
The remuneration policy must make it possible<br />
to attract high-quality management<br />
which is appropriate for the specialised<br />
and multinational character of <strong>TenCate</strong>.<br />
The performance pay structure must be<br />
transparent and focused on key performance<br />
indicators. The Supervisory Board’s<br />
Remuneration Committee is responsible<br />
for developing the remuneration policy and<br />
assessing the performance criteria for<br />
members of the Executive Board.<br />
� Code of conduct for<br />
management and employees<br />
The company has a code of integrity,<br />
a whistleblowers scheme and rules to<br />
prevent abuse of inside information.<br />
� Disclosure<br />
Disclosed information must fulfil criteria of<br />
accuracy, completeness and promptness<br />
and comply with IFRS standards, in order<br />
to provide stakeholders with the most<br />
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. <strong>TenCate</strong><br />
provides full quarterly financial reports.<br />
<strong>TenCate</strong> maintains an open communication<br />
policy, providing regular information on<br />
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 />
Safe covering for waste water plants<br />
To comply with tighter environmental legislation, a US producer of viscose had to cover two open waste water plants. The site,<br />
comprising two 160 x 160 metre open lagoons, was filled with a five-metre-thick marsh-like layer of mud. An extremely strong,<br />
high-grade geotextile from <strong>TenCate</strong> was used to cover the lagoons. As a result of the use of these geotextiles, the earth-moving<br />
could be carried out using vehicles that were able to travel across the covered lagoons. A conveyor belt system would have been<br />
far more expensive. With this solution from <strong>TenCate</strong> the system meets all the environmental requirements for the years ahead and<br />
the site has been safely covered.<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 with<br />
stakeholders. The company endeavours<br />
to limit environmental impact as far as<br />
possible. Substantial environmental<br />
investments are made for this purpose.<br />
Operating companies have long<br />
implemented major elements of socially<br />
responsible enterprise. In order to ensure<br />
that the policy is widely disseminated, it is<br />
increasingly publicised internally.
RISKS AND RISK MANAGEMENT<br />
The niche markets in which Royal Ten Cate<br />
operates – protective fabrics, aerospace,<br />
antiballistics, geotextiles and artificial grass –<br />
entail a spreading of strategic and commercial<br />
risks. Moreover, <strong>TenCate</strong> conducts these activities<br />
in most cases on four continents, each<br />
with its own dynamic. <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. Risk management nevertheless<br />
continues to be co-ordinated at group level.<br />
RISK MANAGEMENT IN <strong>2006</strong><br />
On the basis of risk assessments from previous<br />
years, it was decided in 2005 that priority<br />
would be given in <strong>2006</strong> to the strengthening of<br />
the marketing and sales functions, product<br />
renewal, the protection of intellectual property<br />
and the attraction and retention of good key<br />
officers.<br />
Good progress was made in a number of areas<br />
in <strong>2006</strong>. For example, much more attention is<br />
now devoted to the protection of intellectual<br />
property and its timely patenting. The strengthening<br />
of the marketing and sales functions was<br />
also a central theme in <strong>2006</strong>, and the career<br />
development of key officers is now monitored<br />
more closely at group level.<br />
The most important form of risk management<br />
is direct contact between the Executive Board,<br />
the group managements and the operating<br />
company directors. Direct discussion takes<br />
place regularly, depending on the matter at<br />
hand. More formally, extensive monthly<br />
reporting takes place and the performance,<br />
results, outlook and certain facets of risk<br />
management are discussed once each quarter.<br />
Risk management also forms part of the<br />
consultation with the Financial Committee of<br />
the Supervisory Board.<br />
1. Market risks<br />
The market risks differ in each niche. In some<br />
niches, such as base fabrics for professional<br />
wear, there is fierce competition and high price<br />
elasticity. In addition, production of less<br />
distinctive products is gradually shifting<br />
to Asia.<br />
In other niches, such as those for safety fabrics,<br />
antiballistics, geotextiles and artificial<br />
grass, <strong>TenCate</strong> has a technical lead combined<br />
with market leadership. That provides no<br />
guarantee for the future. Products which reach<br />
the end of their life cycle must be succeeded<br />
on time by new versions. End-user marketing<br />
provides pull effects, as a result of which<br />
the value chain is controlled more effectively<br />
and distinctive ability is rewarded by the<br />
market.<br />
Finally, there are niches in which development<br />
programmes last many years, such as the<br />
aerospace market. Here the development is<br />
reasonably stable, being protected by<br />
qualification processes. A precondition is of<br />
course that <strong>TenCate</strong> adheres to the quality<br />
guidelines specified by the customers.<br />
Although in various niches there is a dependence<br />
on very large customers, at consolidated<br />
level no single customer accounts for more<br />
than 3% of sales (2005: 4%), while the five<br />
largest customers collectively accounted for no<br />
more than 9% of sales in <strong>2006</strong> (2005: 11%).<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 35
2. Raw material risks<br />
Prices in the commodity market may fluctuate<br />
widely. The price of plastics is determined<br />
indirectly 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.<br />
In the case of super-strength or fire-resistant<br />
armour fibres, regular shortages occur or<br />
a strong dependence develops on a single<br />
supplier. In such situations suitable agreements<br />
have been entered into with the<br />
supplier. Ten Cate operating companies<br />
will increasingly participate jointly in the<br />
negotiations with large suppliers, in order<br />
to achieve a maximum result from the<br />
negotiations.<br />
3. Environmental risks<br />
<strong>TenCate</strong>’s environmental policy is based on<br />
minimising any impact on the environment.<br />
Periodic inspections are carried out both centrally<br />
and by local authorities, and measures<br />
are taken in order 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 the textile<br />
finishing process is treated in provincial water<br />
treatment plants. In June 2007, a new internal<br />
water treatment plant will enter service at<br />
Nijverdal-Noord. It has cost € 2.2 million<br />
but will considerably reduce the future<br />
environmental impact.<br />
<strong>TenCate</strong> considers that the environmental risks<br />
have been limited as fully as possible. Environmental<br />
co-ordinators have been appointed at<br />
local level who know the local situation and<br />
implement the local laws and regulations.<br />
4. Product development risks<br />
Product development is the lifeline for the<br />
years ahead. It must be managed with care. If<br />
products are brought to market too early, this<br />
can result in teething troubles, recalls and<br />
damage. On the other hand, if the time-tomarket<br />
is too long, <strong>TenCate</strong> will lose a large<br />
part of its competitive advantage. The product<br />
development process has been structured in<br />
accordance with strict procedures and criteria.<br />
These processes were evaluated and, where<br />
necessary, adjusted once again in <strong>2006</strong>.<br />
<strong>TenCate</strong> spall liners provide protection against metal splinters<br />
<strong>TenCate</strong> has developed a spall liner, a material which protects occupants and equipment against serious anti-tank threats.<br />
This spall liner ensures that after an impact metal splinters do not find their way through the entire vehicle, but are deflected into<br />
a limited area like a ray. The material has been developed in co-operation with the Dutch Army.<br />
The <strong>TenCate</strong> spall liner has been selected for the Dutch CV9035 vehicle project due to its low weight and high effectiveness.<br />
Commercial production began in August <strong>2006</strong>. <strong>TenCate</strong>’s spall liners have also been fitted in other vehicles, such as the Leopard II<br />
tank and BVS10 transport vehicles.<br />
5. Production and product liability risks<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. These<br />
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<br />
important priorities in order to avoid product<br />
claims. With regard to the processing of such<br />
claims, work has been carried out to tighten<br />
the procedures applied by the operating<br />
companies, with a view to more critical and<br />
objective assessment of claims.<br />
6. Management risks<br />
It is increasingly the case that having the right<br />
management for a group or operating company<br />
is the main concern for <strong>TenCate</strong>. The combination<br />
of strategic insight, commercial and<br />
interpersonal skills as well as decision-making<br />
ability appears to be less widely spread than<br />
we would wish.
Not having the right man or woman in the right<br />
place can result in an operating company<br />
rapidly losing its lead or even falling behind its<br />
competitors. The selection criteria for new<br />
management have therefore been tightened.<br />
Another risk is dependence on key personnel,<br />
often with an R&D background. It is necessary<br />
to ensure that this expertise is retained<br />
and shared across the organisation. This is<br />
achieved by guaranteeing knowledge. We are<br />
aware that it is people who make or break a<br />
company. <strong>TenCate</strong> endeavours to create the<br />
right mentality through a culture of robust<br />
task-setting, if necessary with confrontation,<br />
but not without an appropriate measure of<br />
humour.<br />
7. Insurable risks<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 the<br />
continuity of the business processes, reduce<br />
production outages and lead to lower risk<br />
costs. Damage prevention and preventive<br />
investments improve the risk profile.<br />
8. Currency risks<br />
Approximately 50% of <strong>TenCate</strong>’s sales are<br />
denominated in euros. The main currency risk<br />
incurred by <strong>TenCate</strong> is in respect of the US dollar<br />
(45% of sales) and a number of more or less<br />
dollar-related currencies such as the Hong<br />
Kong, Singapore and Australian dollar and the<br />
Chinese renminbi.<br />
With regard to currencies, we draw a distinction<br />
between competition, transaction and translation<br />
risk. The competition risk concerns the<br />
changing competitive position vis-à-vis competitors<br />
in areas with a different currency. This<br />
risk is hedged over the subsequent six months<br />
by 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. Translation risks arising<br />
from the ownership of operating companies<br />
outside the eurozone were not hedged up to<br />
2004. In view of the fact that American operating<br />
companies make a substantial contribution<br />
to the result, their profit has been hedged in<br />
dollars since 2005. At the beginning of 2007 a<br />
contribution to net profit of over $ 20 million<br />
was hedged with a put option at € 1 = $ 1.35.<br />
In this way the translation risk of a currency<br />
effect on the results of <strong>TenCate</strong> is limited with<br />
regard to the dollar. Translation risks outside<br />
the euro and dollar zones only affect 5% of<br />
<strong>TenCate</strong>’s results and are therefore not<br />
hedged.<br />
9. Interest rate risks<br />
The financing of the group is more than 90%<br />
centralised. The risk of an interest rate rise is<br />
in principle 90% hedged in the subsequent<br />
year and 75% and 50% respectively for the<br />
following years, taking into account expected<br />
interest rate trends. The preference is to use<br />
caps for this purpose. A rise of one percentage<br />
point in interest is estimated to have a<br />
negative effect of € 0.7 million on the pretax<br />
result in <strong>2006</strong>.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 37
10. Risks of pension provisions<br />
<strong>TenCate</strong> has placed the pension provision for<br />
Dutch employees with Stichting Pensioenfonds<br />
Koninklijke <strong>TenCate</strong>. This pension scheme is<br />
designated as defined benefit under IFRS<br />
reporting rules. A sharp fall in prices on international<br />
securities exchanges could lead to a<br />
decrease in the value of the pension fund’s<br />
investments. The result of this and of interest<br />
rate developments may be that the provision<br />
for pension liabilities on the Royal Ten Cate<br />
balance sheet increases under the new IFRS<br />
guidelines. The pension scheme was converted<br />
from a final salary scheme to an average salary<br />
scheme at the beginning of <strong>2006</strong>. As a result,<br />
the risk of the influence of raises in salary<br />
in the pension provision has decreased.<br />
In this regard the pension fund itself has taken<br />
measures and will take further measures<br />
within its investment policy, partly as a result<br />
of the Financial Assessment Framework<br />
(including interest rate risk management),<br />
resulting in a lowering of the risk profile. In the<br />
other countries there are defined contribution<br />
schemes.<br />
11. Tax risks<br />
Disputes with tax authorities in various countries<br />
constitute a growing risk, particularly<br />
with regard to the issue of transfer pricing.<br />
<strong>TenCate</strong> is involved in a number of disputes<br />
with tax authorities. However, sufficient<br />
provisions have been set aside. Appropriate<br />
transfer pricing documentation has been<br />
drawn up.<br />
12. Continuity of information provision<br />
In principle, each group has its own<br />
information system. For most Dutch operating<br />
companies there is a shared service centre.<br />
Measures have been taken to guarantee<br />
continuity. The main hardware for the<br />
Nijverdal-based companies has been<br />
accommodated in a highly secure remote<br />
computing centre. As announced in 2005,<br />
an IT security policy has been drawn up<br />
incorporating the necessary security measures.<br />
13. Legal risks<br />
<strong>TenCate</strong> is involved in various legal proceedings<br />
resulting from its normal business operations.<br />
In the proceedings between United<br />
Fabrics and <strong>TenCate</strong>, which began in 2000 and<br />
have been reported on previously, The<br />
Supreme Court issued a judgment on 7 April.<br />
Safe camping<br />
Part of the claim, based on a commercial<br />
alliance, was dismissed. With regard to the<br />
remainder of the claim, relating to a management<br />
alliance, the other party has been<br />
instructed to demonstrate the damage suffered.<br />
<strong>TenCate</strong> is confident of the outcome.<br />
The attachment of the Synbra shares was<br />
lifted prior to the sale by the issue of a bank<br />
guarantee of € 1.8 million. A provision of € 8.7<br />
million has been recognised in respect of the<br />
total warranties and claim risks.<br />
14. Risk management and system<br />
of measures<br />
Risk management is a responsibility of the<br />
management at all levels. In addition, corporate<br />
rules have been drawn up for powers,<br />
audits, treasury, investments, IT management,<br />
budgets, the greatly expanded monthly<br />
reporting, insurances and legal matters. All<br />
managers and controllers sign a twice-yearly<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. From 2007, the<br />
managements and controllers of the operating<br />
companies declare for each report that the<br />
results have been prepared in accordance<br />
<strong>TenCate</strong> has introduced a new flame-resistant fabric for tents. This quality is particularly suitable for group tents, such as tepees.<br />
Because liquids are boiled and fires are lit in these tents, flame-resistance is very important. <strong>TenCate</strong> has developed an inherently<br />
flame-resistant outdoor fabric for this type of application. This fabric offers high-quality, long-lasting flame-resistance, providing<br />
safety for campers.
with the accounting manual. This manual<br />
can be accessed by authorised parties via<br />
the internet.<br />
Each year the external auditors assess the<br />
structure and operation of the administrative<br />
organisation and internal control, to the extent<br />
relevant to the auditing of the financial<br />
statements. They report on this to the<br />
management, the Executive Board and the<br />
Supervisory Board. Rules concerning persons<br />
of trust were introduced in <strong>2006</strong>. Any<br />
employee who suspects abuse can report it<br />
to a person of confidence. The rules are set<br />
out on the <strong>TenCate</strong> website.<br />
STATEMENT<br />
With regard to the financial reporting risks, the<br />
Executive Board considers:<br />
� that the risk management and control<br />
systems provide a reasonable degree of<br />
assurance that the financial reports are<br />
free of material misstatements;<br />
� that the risk management and control<br />
systems have operated correctly during the<br />
year under review;<br />
� that there are no indications that the risk<br />
management and control systems will not<br />
operate correctly during the current year;<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 not<br />
apply to Royal Ten Cate.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 39
Safety and comfort for first class air travel
<strong>TenCate</strong> Cetex® System 3 is used among other things as a floor component for fully adjustable first class aircraft seats. Because<br />
these seats are often fitted diagonally, aircraft manufacturers have encountered design problems. These have now been remedied<br />
by using a floor plate made of <strong>TenCate</strong> Cetex System 3, which, with a seat and a passenger, can withstand a crash with a force of<br />
16 G. The composite material contributes therefore to a safe and comfortable flight.<br />
<strong>TenCate</strong> Cetex System 3 has a lightweight sandwich construction based on thermoplastics. The panels can be fitted rapidly,<br />
meet strict aviation standards for fire safety and have a high surface quality. In this way <strong>TenCate</strong> is also helping to reduce fuel<br />
consumption and emissions.
Advanced Textiles & Composites<br />
KEY FIGURES<br />
Advanced Textiles & Composites <strong>2006</strong> 2005 2004 2003 2002<br />
in millions of euros<br />
Revenues 279.7 285.6 229.9 169.9 175.6<br />
Operating result (EBIT) 20.9 16.5 11.1 8.6 8.2<br />
EBIT margin 7.5 5.8 4.8 5.1 4.7<br />
Investments 11.7 13.2 4.0 6.0 3.7<br />
Depreciation and amortisation 6.1 6.2 5.6 4.1 4.3<br />
Net assets 124.9 124.2 113.6 78.1 77.3<br />
Staff years at year-end 1,203 1,171 1,204 813 855<br />
Return on net assets (%) 16.8 13.3 10.3 11.6 11.1<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<br />
for the professional wear market, as well<br />
as outdoor fabrics for the high-quality<br />
segment of the tent and awning market<br />
42<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
� <strong>TenCate</strong> Aerospace & Armour<br />
Composites<br />
Composites intended in particular for aerospace<br />
and special industrial applications<br />
as well as for armour, including plate<br />
materials with bullet-proof and fragmentproof<br />
characteristics and for protection<br />
against needles and knives.<br />
SALES AND RESULTS<br />
Sales in this sector amounted to € 280 million<br />
during the year under review (2005: € 286<br />
million). The slight decrease in sales compared<br />
to 2005 is due to the divestment of the<br />
Permess/Multistiq group. On an organic basis,<br />
sales rose by 8%. The operating result<br />
grew strongly to € 20.9 million. (2005: € 16.5<br />
million). On an organic basis the operating<br />
result was 26% higher.<br />
<strong>TenCate</strong> has a target for the EBIT margin of at<br />
least 8%. Although the EBIT margin during the<br />
year under review rose to 7.5% (2005: 5.8%), it<br />
is not yet at the required level. This is partly a<br />
consequence of temporarily higher costs due to<br />
extensive investment programmes.<br />
INVESTMENTS<br />
The level of investments in <strong>2006</strong> was higher<br />
than the level of depreciation of € 6.1 million.<br />
The total investments in this sector (€ 11.7<br />
million) showed a decrease compared to the<br />
previous year.
An important investment activity concerns the<br />
production of protective and outdoor fabrics in<br />
the Netherlands (Nijverdal). The plans for the<br />
gradual concentration of the production<br />
processes – in the context of the Nijverdal-<br />
Noord Master Plan – were officially announced<br />
midway through the year under review. At the<br />
same time, work began on the modernisation<br />
and reorganisation of the production process,<br />
with the aim of achieving efficiency improvements<br />
and cost reductions. Innovative production<br />
processes have also been introduced<br />
(including digital finishing under the Digitex<br />
name), with the aim of product development<br />
and cost savings. The entry into service of the<br />
new continuous wide bleaching machine for<br />
textile finishing in mid-<strong>2006</strong> was also an<br />
important step forwards. This new technology<br />
has a positive effect on quality, capacity, costs<br />
and delivery reliability.<br />
Another major investment programme currently<br />
being implemented (over € 13 million) is<br />
aimed primarily at a increasing the production<br />
capacity for advanced composites for aerospace<br />
activities.<br />
Further improvement in fire brigade safety<br />
<strong>TenCate</strong> Protective Fabrics has launched Millenia Light® in the European fire brigade market. Millenia Light is based on high-<br />
strength fibres. The top layer is extremely resistant to tears, cuts and wear. The material is durable and also remains strong and<br />
flexible after exposure to heat and UV rays and performs almost 100% better than any top layer in standardised flame tests.<br />
Millenia Light is the lightest material that offers such high wearing comfort and heat resistance.<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 in the<br />
firefighting market) and in Europe (mainly the<br />
industrial market) and therefore has a leading<br />
position worldwide in high-quality concepts for<br />
personal protection in the professional wear<br />
market, including:<br />
� firefighting and defence market<br />
� industrial market and<br />
� health sector.<br />
<strong>TenCate</strong> has specialised in the production<br />
of safety fabrics. These are marketed under<br />
<strong>TenCate</strong> brand names. 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 means of competition is<br />
efficient production, particularly for volume<br />
products. The innovative multi-year (investment)<br />
projects are intended to significantly<br />
reduce the cost base.<br />
Millenia Light is an example of the commercial synergy between the <strong>TenCate</strong> companies in the Netherlands and the United States.<br />
For the fire brigade market it is a major advance. Various fire brigades have now ordered suits with a Millenia Light top layer.<br />
<strong>TenCate</strong> conducts a policy aimed at management<br />
of the value chain. Combined with the<br />
acquisition and subsequent integration of<br />
Southern Mills, as well as other factors, this<br />
has considerably strengthened the market<br />
position in the past few years. End-user<br />
marketing and product differentiation have<br />
been successful. The company anticipates<br />
the various safety requirements and risks<br />
in a wide range of work situations by<br />
marketing fabrics for specific risk areas. The<br />
scale which <strong>TenCate</strong> has achieved makes it<br />
possible to exchange products and technology<br />
between the various geographic markets.<br />
This generates savings in development costs,<br />
gives rise to purchasing advantages and gives<br />
<strong>TenCate</strong> a broad product portfolio. A market<br />
share in Asia will be developed on the basis of<br />
<strong>TenCate</strong>’s existing infrastructure.
GENERAL PERFORMANCE IN <strong>2006</strong><br />
Continued strong growth was recorded in the<br />
European and particularly the North American<br />
market for protective fabrics for protective<br />
clothing and professional wear in <strong>2006</strong>.<br />
<strong>TenCate</strong> once again gained market share<br />
on these continents as a result of its specialisation<br />
in these markets and by means of<br />
a direct approach to end-users. High-grade<br />
safety fabrics account for a growing share<br />
of sales.<br />
A new generation of safety fabrics has been<br />
developed for the market for high-grade fireresistant<br />
protective clothing, with high<br />
wearing comfort for both the military market<br />
(<strong>TenCate</strong> Aramid Camouflage) and the<br />
industrial market (<strong>TenCate</strong> TecaSafe Plus).<br />
<strong>TenCate</strong> works continuously to improve the<br />
wearing comfort of high-grade safety fabrics<br />
(moisture regulation, air permeability, weight).<br />
There is growing demand for such products,<br />
particularly in the American market. <strong>TenCate</strong>’s<br />
market position in the US resulted in a number<br />
of large defence orders for fire-resistant<br />
camouflage fabric in <strong>2006</strong>.<br />
<strong>TenCate</strong> is the only company in its market with<br />
a global approach. That gives it the necessary<br />
critical mass. It is therefore able to take full<br />
advantage of the knowledge and experience in<br />
the various geographic markets. Through<br />
Southern Mills, <strong>TenCate</strong> has a considerable<br />
share of the firefighting market in North<br />
America, which is also of importance for the<br />
European market position. For example, the<br />
concept was extended from North America to<br />
the European firefighting market under the<br />
brand name <strong>TenCate</strong> Millenia ® in <strong>2006</strong> with<br />
Millenia XT and Millenia Light. Different<br />
functional layers are combined to produce a<br />
security concept. The extensive specialisation<br />
in fire-resistant protection in North America<br />
provides further good opportunities in the<br />
European market and will improve <strong>TenCate</strong>’s<br />
position in the firefighting market. Growth<br />
was also achieved in the industrial market<br />
in Europe.<br />
The new environmentally friendly bleaching<br />
line entered service at the Nijverdal-Noord<br />
production site in mid-<strong>2006</strong>. This is unique<br />
within the textile industry and optimises the<br />
production process. This machine is also<br />
of importance for the DigiTex project, because<br />
it enables a considerably higher quality<br />
level (degree of whiteness) to be achieved.<br />
<strong>TenCate</strong> iTex ® is an innovative technological<br />
development for digital textile finishing.<br />
The digitisation of the processes makes them<br />
easier to control. This technology will also<br />
open up new markets as a result of new<br />
functionalities in fabrics. The iTex ® project was<br />
awarded a European subsidy in October <strong>2006</strong>.<br />
The development, with 26 companies and<br />
(scientific) institutions, is currently in the initial<br />
phase. It will be some time before the first<br />
products appear in the market.<br />
The market for outdoor fabrics remained stable<br />
again in <strong>2006</strong>. In the outdoor fabrics market<br />
<strong>TenCate</strong> produces awnings and tentcloth for<br />
the quality segment. It does not focus on the<br />
market for small tents, which are usually made<br />
of cheaper materials. Ten Cate does not<br />
produce any products based on materials such<br />
as PVC and others which entail health risks.<br />
In addition to quality, <strong>TenCate</strong> devotes<br />
particular attention in its production activity<br />
to environmental and health aspects and<br />
safety.<br />
<strong>TenCate</strong> material provides the basis for a successful composite aircraft<br />
Over the past seven years, <strong>TenCate</strong> Advanced Composites USA has supplied composite material to Cirrus Design Corporation for<br />
the production of the successful SR20 and SR22 aircraft series. <strong>TenCate</strong> supplies large runs of materials of a consistently high<br />
quality, with which Cirrus produces more than 60 aircraft per month. <strong>TenCate</strong>’s delivery reliability with large volumes of aviation-<br />
qualified composite materials enables Cirrus Design to produce one of the best commercial aircraft that is currently available.
OUTLOOK<br />
The outlook remains favourable for the<br />
protective fabrics market for protective<br />
clothing and professional wear. <strong>TenCate</strong> is well<br />
positioned in this market. It is increasingly<br />
tailoring its product range to specific risk<br />
groups and has enhanced the concept of enduser<br />
marketing. The production capacity in the<br />
United States will be further expanded in 2007.<br />
As the market leader in tentcloth, <strong>TenCate</strong><br />
observes the market trends and responds<br />
with innovations such as lightweight and<br />
flame-resistant fabric, contemporary designs<br />
and maintenance-friendly fabric. <strong>TenCate</strong><br />
strengthens its market position by creating<br />
added value. <strong>TenCate</strong> continues to focus<br />
on environmentally friendly fabrics and<br />
finishes. The emphasis is on further<br />
quality improvement and customer-specific<br />
requirements.<br />
In protective fabrics <strong>TenCate</strong> has a leading position<br />
worldwide in high-quality concepts for personal protection.<br />
AEROSPACE & ARMOUR<br />
COMPOSITES<br />
MARKET POSITION AND STRATEGY<br />
<strong>TenCate</strong> is one of the world’s leading<br />
companies in the field of composites for<br />
aviation and armour. <strong>TenCate</strong> concentrates on<br />
applications of composites with a high degree<br />
of functionality, in which weight saving is<br />
often not the only important or decisive<br />
characteristic. <strong>TenCate</strong> operates in markets<br />
with high barriers to entry. The competitive<br />
position in the markets of importance for<br />
<strong>TenCate</strong> is determined above all by the<br />
qualification basis and references. These<br />
provide assurance that <strong>TenCate</strong> will continue<br />
to play a role in the supply of specified<br />
materials in specific programmes. <strong>TenCate</strong> is<br />
innovative, flexible and prepared to co-operate<br />
as a partner in development programmes over<br />
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 of<br />
Cetex ® ) were developed for the construction of<br />
the latest generation of aircraft, but also have<br />
other applications. In addition to a weight<br />
saving, thermoplastics deliver cost benefits for<br />
the aviation industry in the processing of<br />
components which make up the structure of an<br />
aircraft. There has been a large increase in the<br />
use of composite materials in the aviation<br />
industry. This has been prompted by the desire<br />
to build aircraft more economically and to limit<br />
fuel consumption and noise emissions.<br />
The innovative developments at Airbus in<br />
the field of advanced materials have greatly<br />
accelerated the use of composites. The Airbus<br />
A380 includes a substantial proportion of<br />
composites. The use of composites will<br />
increase further in both the new Airbus A350<br />
and the new Boeing 787, which will enter<br />
the market in 2008. Approximately half of the<br />
primary structure of the Boeing 787 will<br />
consist of composites. <strong>TenCate</strong> occupies a<br />
good strategic position. The increase in Cetex ®<br />
applications in the past few years has exceeded<br />
the growth of composite use as a whole.<br />
<strong>TenCate</strong> Armour Composites<br />
<strong>TenCate</strong> is active worldwide in this market and<br />
occupies an important position in the complete<br />
range of personal and vehicle protection.<br />
The position in the aviation industry is an<br />
advantage. In terms of its structure, the market<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 45
for vehicle protection has great similarities<br />
with the aviation industry. <strong>TenCate</strong> focuses<br />
increasingly on security concepts based on a<br />
multi-risk approach. In the armour market there<br />
has been a worldwide increase in the use of<br />
armour for increasingly serious threat levels.<br />
The choice of composites has been prompted<br />
by weight saving and functional characteristics.<br />
By combining materials, it is possible to<br />
develop safety concepts for different threat<br />
levels. The market is characterised by large<br />
projects and tenders, and bids can often<br />
be submitted jointly with other parties as a<br />
consortium. <strong>TenCate</strong> is highly specialised and<br />
internationally well established in this market<br />
and works closely with a number of major<br />
suppliers. There is also good co-operation<br />
with leading vehicle producers (road transport<br />
and aviation).<br />
GENERAL PERFORMANCE IN <strong>2006</strong><br />
The American activities grew relatively strongly<br />
again in Aerospace & Armour Composites in<br />
<strong>2006</strong>. This is closely related to the activities of<br />
the US Army and current government budgets.<br />
The growth elsewhere in the world is more<br />
moderate. The Aerospace segment grew<br />
substantially, but armour composites still<br />
account for the largest share of sales.<br />
46<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Aerospace<br />
This sector grew substantially during the year<br />
under review, particularly with regard to sales<br />
in <strong>TenCate</strong> Cetex (thermoplastic composites).<br />
Although the delays at Airbus (A380) will also<br />
affect <strong>TenCate</strong> from 2007, the consequences<br />
are not significant. Other outlets have been or<br />
are being found for this advanced material in<br />
other segments of Airbus and among other<br />
producers, such as private and business<br />
aircraft.<br />
The year under review was characterised by<br />
strong growth in demand for <strong>TenCate</strong><br />
Cetex ® System 3. This is a lightweight and<br />
cost-effective system solution for interior parts<br />
of aircraft, which also lends itself to other<br />
high-grade applications. The growth results<br />
mainly from the excellent mechanical and<br />
other characteristics of the composite<br />
material, such as the lower production costs,<br />
the higher fire safety and lower waste<br />
gas emissions. The material forms part of<br />
maintenance and renewal programmes and is<br />
also used among other things in floor<br />
components and aircraft seats. There are<br />
currently more than 4,000 aircraft seats in use<br />
with <strong>TenCate</strong> Cetex ® System 3.<br />
The Brazilian manufacturer Embraer has also<br />
qualified <strong>TenCate</strong> Cetex for its new Phenom<br />
100 and 300 business jets. This aircraft will be<br />
operational at the end of 2008. Orders have<br />
already been received for several hundred<br />
aircraft. Embraer is also developing new<br />
components based on Cetex, which will result<br />
in further growth in this relationship.<br />
<strong>TenCate</strong> is also involved in the development of<br />
the A350-XWB. For this type of aircraft, which<br />
will be operational in 2013, Airbus will make<br />
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 in<br />
military aviation and for smaller private<br />
aircraft. Demand is high, particularly in the<br />
business market. Thermosets are also used<br />
n the radar and telecommunications market.
Armour<br />
Bullet-proof and fragment-proof materials,<br />
integrated into safety concepts, account for<br />
the largest share of sales in this sector. Sales<br />
rose strongly again, mainly due to strong<br />
growth in the US. The strategic focus on<br />
vehicle protection resulted in growing sales in<br />
this market segment and will ultimately<br />
provide a more even order flow, as well as a<br />
positive margin trend.<br />
The share of vehicle protection is on a rising<br />
trend. There is also growing demand for multithreat<br />
protection. This involves simultaneous<br />
protection against threats from bullets, knives,<br />
and (hypodermic) needles. These segments are<br />
becoming increasingly important. Although the<br />
number of tenders for personal protection was<br />
somewhat disappointing in <strong>2006</strong>, Ten Cate has<br />
a good order book. Some uncertainty with<br />
regard to the time of delivery of (projectrelated)<br />
orders is inherent in this market.<br />
Consequently, periodic sales fluctuations<br />
occur. <strong>TenCate</strong> reduces this uncertainty by<br />
operating worldwide.<br />
Comfortable multi-threat protection offering a perfect fit<br />
<strong>TenCate</strong> won the tender from the Dutch<br />
National Police Services Agency (KLPD) in <strong>2006</strong><br />
for the supply of 30,000 bullet-proof, knifeproof<br />
and fragment-proof vests for the Dutch<br />
police. The KLPD has followed the trend<br />
for multi-risk protection. The consortium<br />
comprising <strong>TenCate</strong> and BSST (the producer of<br />
the vests) was judged to have the best safety<br />
concept, partly on the basis of weight and<br />
wearing comfort.<br />
<strong>TenCate</strong> introduced multi-threat material<br />
concepts (Pro-Tector) for personal protection in<br />
<strong>2006</strong>. <strong>TenCate</strong> Pro-Tector provides advantages<br />
in particular in terms of weight, flexibility,<br />
watertightness and ease of incorporation in<br />
vests. The company participated in various<br />
worldwide programmes. Further growth is<br />
expected in 2007.<br />
<strong>TenCate</strong> is also supplying the spall liners for a<br />
new infantry combat vehicle for the Dutch<br />
army. This involves 184 vehicles, which will<br />
replace the YPR armoured vehicle from 2007.<br />
<strong>TenCate</strong> has now been approached with a view<br />
to co-operation in a similar Danish vehicle<br />
project.<br />
In close co-operation with BSSt GmbH of Germany, <strong>TenCate</strong> Advanced Composites supplies a bullet-, needle- and stab-proof vest<br />
for the Dutch police. The vest is able to offer such triple protection due to its innovative overall concept. It is flexible and weighs<br />
just 2 to 2.5 kilos. The low weight and the limited size mean that the vest can be worn comfortably under a shirt. Due to its<br />
completely individual measurements, this is also the first vest that is comfortable for both women and men.<br />
<strong>TenCate</strong> focuses increasingly on security<br />
concepts based on a multi-risk approach.<br />
The changing role of the Navy (coastal protection)<br />
is leading to interesting developments in<br />
the protection of vessels.<br />
OUTLOOK<br />
Aerospace<br />
<strong>TenCate</strong> has an excellent position with<br />
the Cetex ® material, which is being used<br />
increasingly in various segments of the aircraft<br />
industry. The outlook for this composite<br />
material is therefore favourable. In order to<br />
achieve the planned growth, a new production<br />
hall with a third press will enter service in<br />
Nijverdal in mid-2007. The AS/EN 9100<br />
certificate has also been obtained. This makes<br />
<strong>TenCate</strong> one of the few qualified Dutch<br />
companies to operate in accordance with this<br />
system, which is intended for suppliers to the<br />
aircraft industry.<br />
Armour<br />
As a result of the modernisation programmes<br />
in various defence units, <strong>TenCate</strong> is experiencing<br />
strong growth, particularly in high-grade<br />
programmes for vehicle protection. The acquisition<br />
of the Danish company Roshield will<br />
contribute to this in 2007. In this market<br />
<strong>TenCate</strong> focuses particularly on concepts<br />
based on a combination of threat levels.
Electronic dyke monitoring increases the safety of dykes<br />
<strong>TenCate</strong> Geosynthetics is developing HydroDetect, a monitoring system based on geotextiles with interwoven optical fibres.<br />
The coating and weaving of the fibres for this functionality is sensitive, specialist work. The geotextile is buried in the core of<br />
the dyke. HydroDetect takes continuous measurements through the optical fibres using the characteristics of the reflected light,<br />
which is tension- and temperature-dependent.
In addition to deformations and tensions in the core of the dyke, HydroDetect records leaks and moisture.<br />
Using special recording equipment, changes can be observed up to several hundredths of a percent. In this way it is<br />
possible to detect deformations and tensions as well as leaks. Measures can then be taken to prevent<br />
a breach of the dyke.
Geosynthetics & Grass<br />
KEY FIGURES<br />
Geosynthetics & Grass <strong>2006</strong> 2005 2004 2003 2002<br />
in millions of euros<br />
Revenues 397.5 273.9 231.9 213.0 223.3<br />
Operating result (EBIT) 25.5 23.8 21.8 16.9 17.2<br />
EBIT margin 6.4 8.7 9.4 7.9 7.7<br />
Investments 28.9 10.5 5.3 8.3 8.8<br />
Depreciation and amortisation 13.7 7.9 7.9 8.7 10.0<br />
Net assets 215.8 206.4 98.2 102.1 108.1<br />
Staff years at year-end 1,633 1,544 1,176 1,121 1,065<br />
Return on net assets (%) 12.9 22.6 21.7 16.1 14.1<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<br />
civil engineering projects, the construction<br />
industry and the environmental market.<br />
<strong>TenCate</strong> also produces industrial fabrics<br />
for various applications, such as fish<br />
farms, agribusiness, sport and 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 the<br />
carpet backing. From 2007 <strong>TenCate</strong> is also<br />
supplying infill and other components,<br />
according to its own specifications, which<br />
play a part in determining the characteristics<br />
of an artificial grass pitch. Fibre<br />
production accounts for by far the largest<br />
proportion of sales.<br />
Fast, noise-free dewatering system<br />
The Port of Arcachon in France had to be dredged. Since the port is an important tourist attraction, the dredging had to be carried<br />
out rapidly and without noise and also had to take up little space. Previously the sludge could still be removed to the Atlantic<br />
Ocean, but tighter environmental legislation meant that this was no longer possible. A local contractor decided to conduct a trial<br />
with the <strong>TenCate</strong> Geotube® system. By adding polymers to the dredging sludge in the Geotube system, the sludge was rapidly<br />
dewatered. As a result, the volume and weight decreased rapidly. The solid materials could then be removed by truck for further<br />
processing.<br />
SALES AND RESULTS<br />
In the year under review, sales in the <strong>TenCate</strong><br />
Geosynthetics & Grass sector amounted to<br />
€ 398 million, a rise of 45% (2005: € 274 million).<br />
This rise was almost entirely due to the<br />
acquisition of Polyfelt (on 15 December 2005).<br />
The operating result rose from € 23.8 million to<br />
€ 25.5 million. On an organic basis, the operating<br />
result decreased by 20%.<br />
The EBIT margin fell during the year under<br />
review to 6.4% (2005: 8.7%). This is mainly<br />
due to the higher costs associated with<br />
extensive investment programmes and lower<br />
margins on the artificial grass activities as a<br />
result of increased competition. Measures<br />
were taken during the year under review in<br />
order to achieve efficiency improvements, cost<br />
control and greater distinctive capability
INVESTMENTS<br />
The total investments in this sector rose 175%.<br />
€ 28.9 million was invested during the year<br />
under review, compared to € 10.5 million in<br />
2005. Depreciation and amortisation amounted<br />
to € 13.7 million in <strong>2006</strong>.<br />
Considerable sums were invested in <strong>2006</strong> in<br />
the expansion of production capacity in China<br />
(Geosynthetics) and in Dayton and Nijverdal for<br />
monofilament fibres.<br />
GEOSYNTHETICS<br />
MARKET POSITION AND STRATEGY<br />
As a result of the acquisition of Polyfelt at<br />
the end of 2005, <strong>TenCate</strong> has acquired a<br />
leading position in the geosynthetics market<br />
worldwide. <strong>TenCate</strong> operates in the market<br />
under the name of <strong>TenCate</strong> Geosynthetics.<br />
Geosynthetics is the collective name for<br />
fabrics, grids and nonwovens which are mainly<br />
used in civil engineering, agriculture and<br />
the construction industry. The use of these<br />
materials is mainly aimed at (erosion)<br />
protection, ground stability, land reclamation,<br />
drainage, separation of strata and<br />
strengthening of dykes and sheet piling.<br />
Customers for these products are mainly the<br />
dredging industry and construction companies.<br />
The market leadership should ensure further<br />
profitable growth in this sector. In the<br />
implementation of the global strategy, market<br />
positions with a strong brand image (Mirafi ® ,<br />
Polyfelt ® , Bidim ® and Nicolon ® labels) are<br />
exploited.<br />
In addition to the United States, <strong>TenCate</strong> has<br />
substantial production and distribution<br />
facilities in Europe and south-east Asia for<br />
geosynthetics with <strong>TenCate</strong> Geosynthetics<br />
Austria (Polyfelt) and France (Bidim). Both<br />
companies have a prominent presence in these<br />
regions. The companies integrated in the<br />
organisation are entirely complementary in<br />
terms of market area, product portfolio and<br />
technology. With plants in Linz (Austria),<br />
Bezons (France) and Kuala Lumpur (Malaysia)<br />
and ten sales offices spread across Europe<br />
and South-East Asia, as well as a 50%<br />
interest in Geofabrics Australasia, with a<br />
dominant share of the Australian market,<br />
<strong>TenCate</strong> Geosynthetics Austria and France<br />
represent an important strengthening of<br />
<strong>TenCate</strong> Geosynthetics. A position has therefore<br />
been attained, or can be built up, which is<br />
comparable to that in America. <strong>TenCate</strong> is<br />
successful in the US on the basis of a strategy<br />
aimed at offering a wide range of products<br />
with a high level of service and technical<br />
support.<br />
<strong>TenCate</strong> has been active for many years in the<br />
geosynthetics market and constantly develops<br />
new applications, such as the <strong>TenCate</strong><br />
Geotube ® concept. Geotube ® , a large container<br />
filled with sand, has already been in use<br />
successfully for a number of years worldwide<br />
for the construction of water works, coastal<br />
protection and land reclamation. Further<br />
development of this concept has led to a<br />
solution in the environmental market, whereby<br />
sludge is cleared from ports, canals and lakes.<br />
In the case of industrial sludge from,<br />
for example, the paper and pulp industry,<br />
Geotube ® operates as a filtering and<br />
dewatering technology (high performance<br />
filtration fabric). These products can be used<br />
in a wide range of water management<br />
applications. Their use worldwide is<br />
increasing, partly as a result of natural<br />
disasters, flooding and water shortages.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 51
GENERAL PERFORMANCE IN <strong>2006</strong><br />
For <strong>TenCate</strong> Geosynthetics <strong>2006</strong> was<br />
dominated by the integration of Polyfelt. Partly<br />
as a result of favourable market developments,<br />
considerable progress was made in increasing<br />
profitability in Europe and Asia. There<br />
was growth in both the geotextiles and the<br />
industrial fabrics market, with a good level of<br />
capacity utilisation. The new product line at<br />
the Linz site, based on a technology developed<br />
in-house, improved further in <strong>2006</strong>. The cooling<br />
of the US economy impacted the growth of<br />
activities in that country, leading to somewhat<br />
lower margins.<br />
A global strategy was formulated and<br />
implemented during the year under review.<br />
This is focused on gearing the various<br />
production facilities and technologies to the<br />
required product portfolio, product innovations<br />
and growth in new applications and<br />
geographic areas. In addition to dominant<br />
positions in the US, Europe and Asia, <strong>TenCate</strong><br />
is increasingly looking at growth potential in<br />
the Middle East and Eastern Europe.<br />
More than 50% of materials are used in infrastructure<br />
projects (geoproducts and systems)<br />
and in civil engineering. In addition, materials<br />
are supplied for the construction industry, the<br />
recreation market and the agricultural sector.<br />
<strong>TenCate</strong> has a share of over 50% of the<br />
mushroom cultivation sector. Substantial<br />
growth was achieved in grids and nonwovens<br />
for varied applications once again in <strong>2006</strong>.<br />
Filtration is another application for which<br />
new products were developed. As a result<br />
of the acquisition of Polyfelt, <strong>TenCate</strong> has<br />
considerably strengthened the position in the<br />
European and Asian project market. In this<br />
market, which has higher margins, there is<br />
growing demand for technological support and<br />
assistance for materials in systems solutions.<br />
<strong>TenCate</strong> is well positioned for this and made it<br />
a focus of its strategy.<br />
The companies in the sector won a number<br />
of attractive projects and orders in the infrastructure<br />
and environment area in <strong>2006</strong>:<br />
� <strong>TenCate</strong> is involved in one of the most<br />
important infrastructure projects in Korea,<br />
the largest Geotube order ever obtained;<br />
� <strong>TenCate</strong> is involved with Geotube in an<br />
extensive water treatment project in two<br />
lakes in Sweden which are polluted with<br />
sludge from the paper and pulp industry;<br />
� <strong>TenCate</strong> Geosynthetics Iberia was involved<br />
in an extensive project with geotextiles in<br />
A more economical way to bridge the gap<br />
The Incheon Bridge is being built to link the Korean city of Seoul to Incheon Airport. At the mainland end, the access road is being<br />
built on reclaimed land. Instead of the usual construction using steel sheet piling, <strong>TenCate</strong> Geotube® is being used. As a result<br />
there are two causeways with a height of five metres, 100 metres apart. Sand is being deposited between the causeways,<br />
creating a work island for the building of the bridge and the approach road. Approximately 18 km of Geotube has been used to<br />
build the causeways.<br />
a former mining area in Calaña (Spain)<br />
which had to be fully integrated into the<br />
environment;<br />
� <strong>TenCate</strong>’s Geotube technology was chosen<br />
for the dewatering of dredging sludge<br />
(120,000 m3) from the area around Venice;<br />
� a pilot was successfully completed in the<br />
US for the dewatering of industrial sludge.<br />
Geotube systems were also used in <strong>2006</strong> for<br />
land reclamation, coastal protection and dyke<br />
construction. Interesting developments are<br />
taking place in the latter field, such as the<br />
possibility of early detection of defects in<br />
dykes (HydroDetect). This is a monitoring<br />
system based on geotextiles with interwoven<br />
optical fibres. This geotextile is buried in<br />
the core of the dyke. Using special<br />
recording equipment, it is possible to detect<br />
deformations and tensions such as leaks.<br />
Measures can then be taken to prevent a<br />
breach. <strong>TenCate</strong> is already applying the<br />
principle in GeoDetect, a geotextile with<br />
integrated optical fibres. GeoDetect makes it<br />
possible to monitor reinforced soil structures<br />
and deal with subsidence before it becomes<br />
critical. Fifteen projects have been successfully<br />
completed worldwide with GeoDetect.<br />
Two trial projects are currently under way
for HydroDetect. There is considerable market<br />
potential and in Europe the projects announced<br />
in the field of water management and dyke<br />
construction will provide a boost for this<br />
market segment.<br />
<strong>TenCate</strong> Nicolon Australia was sold to<br />
Geofabrics Australasia (a <strong>TenCate</strong> joint<br />
venture) in order to serve the Australian<br />
market more efficiently.<br />
OUTLOOK<br />
<strong>TenCate</strong>’s position in the European and Asian<br />
market for infrastructure projects has been<br />
considerably strengthened through the integration<br />
of Polyfelt. This offers excellent prospects<br />
for further sales and profit growth, in spite<br />
of the economic uncertainties in America.<br />
This growth is expected partly on the basis of<br />
the increasing attention devoted to water<br />
management and environmental protection.<br />
<strong>TenCate</strong>’s position in the geosynthetics market offers<br />
excellent prospects for further sales and profit growth.<br />
GRASS<br />
MARKET POSITION AND DEVELOPMENTS<br />
<strong>TenCate</strong> is the global market leader in terms<br />
of volume and innovation in the market for<br />
artificial grass fibres. The company has been<br />
developing, producing and marketing artificial<br />
grass fibres and carpet backing for artificial<br />
grass pitches for various applications for<br />
almost 40 years. <strong>TenCate</strong> has a leading role in<br />
research and development and is therefore<br />
aware of its social responsibility. In contact<br />
sports such as football, player safety is of<br />
paramount importance. Environmental aspects<br />
are taken into account in the development of a<br />
safe overall concept, consisting of a top layer<br />
and a base <strong>TenCate</strong> has leading products and<br />
systems. These are supplied to companies<br />
which offer total concepts to end-users,<br />
such as companies in the carpet sector and<br />
marketing organisations<br />
The volume of the world market is expected to<br />
grow in the next few years by an average of<br />
15% per year. Geographically, however, there<br />
are major differences. According to external<br />
sources (2005), the European artificial grass<br />
market accounted for over 40% of total<br />
demand in 2005. The American market is<br />
somewhat smaller, with a share of over 35%,<br />
although the growth trend is much higher.<br />
This is due not only to the enormous market<br />
potential, but also to the higher degree of<br />
acceptance. Artificial grass has been widely<br />
accepted for much longer in America. It is used<br />
not only for American football but also for<br />
other sports and for university and high-school<br />
pitches. The continuing growth in the market is<br />
attracting new market participants. This is also<br />
one of the challenges in a growth market. The<br />
industry intends jointly to ensure better quality,<br />
with quality criteria, delivery conditions and<br />
warranties providing a better guarantee for<br />
end users.<br />
<strong>TenCate</strong> is well represented in the European<br />
and American market. The <strong>TenCate</strong> Thiolon ®<br />
brand has a strong quality image in that<br />
country. Quality and characteristics such as<br />
ball behaviour, friction resistance of the boot<br />
and sliding performance are aspects which<br />
have developed strongly among end-users<br />
in the American market. In Europe too there<br />
is evidence of a trend towards greater<br />
importance being attached to quality and<br />
safety. That is due to the fact that particularly<br />
local authorities, which are major customers,<br />
are accumulating greater knowledge of<br />
artificial grass.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 53
In addition, the public debate on the use of<br />
rubber infill based on recycled vehicle tyres in<br />
sports pitches has stimulated discussion of<br />
safety and environmental aspects. <strong>TenCate</strong><br />
sees this as a positive development.<br />
<strong>TenCate</strong> has built up a close relationship<br />
with many suppliers of artificial grass<br />
pitches. In the US, the emphasis is on<br />
marketing organisations. In Europe, carpet<br />
producers also occupy an important position.<br />
In the context of end-user marketing, <strong>TenCate</strong><br />
itself is also active in dealings with end-users,<br />
partly on the basis of the knowledge<br />
accumulated in the field of research and<br />
development. In this regard <strong>TenCate</strong> is an<br />
important partner in the chain, for both direct<br />
customers and end-users.<br />
A large number of sports are played on<br />
artificial grass around the world. Football is<br />
one of the main growth markets. FIFA and<br />
UEFA now allow artificial grass to be used up<br />
to the highest level, but acceptance among<br />
top-flight clubs is slow. Nevertheless,<br />
increasing interest is evident and the<br />
prejudices are disappearing. That is because<br />
players are finding that a new generation of<br />
artificial grass pitches provides a real<br />
alternative in periods in which it is almost<br />
impossible to play on natural grass.<br />
The Grass group also includes production of<br />
backing, the material on which fibres are<br />
tufted by carpet producers. Growth is being<br />
achieved in outdoor backing for artificial grass<br />
carpet. The production of indoor backings is<br />
gradually being scaled down because of low<br />
margins. In <strong>2006</strong>, <strong>TenCate</strong> also began supplying<br />
infill (Thiolon Infill Pro), which occupies the<br />
space between the grass fibres. The type of<br />
infill is one of the factors that determines<br />
performance of the artificial grass pitch. This<br />
infill is made not of recycled material but<br />
of environmentally friendly thermoplastic<br />
granules and is therefore free of any harmful<br />
substances. The supply of infill is a necessary<br />
step in order to be able to market system<br />
concepts, together with components which are<br />
used in the base. At present, there are still too<br />
few total concepts in the market which enable<br />
the end-user to make choices on the basis<br />
of the required performance or playing<br />
characteristics of the pitch. This approach is<br />
being developed further together with partners<br />
in the chain. This is an important strategic<br />
development and one which increases the<br />
distinctive capability.<br />
Super artificial grass for the Superdome<br />
The Superdome in New Orleans (Louisiana, USA) was severely damaged by hurricane Katrina in August 2005. It was subsequently<br />
used as a reception centre for 25,000 residents who had been made homeless. A year later the completely renovated stadium was<br />
the venue for the first home game of the New Orleans Saints. The Superdome had a completely new artificial grass pitch based on<br />
<strong>TenCate</strong> Thiolon ® fibres. Thiolon grass fibres have been designed for optimum performance in competitions at every level, but are<br />
also suitable for other events. The pitch provides footballers in the NFL and other leagues with a fast and stable base which<br />
protects them against injuries.<br />
STRATEGY<br />
<strong>TenCate</strong>’s strategy is focused on supplying<br />
high-quality artificial grass fibres and backing<br />
for a large number of sports and landscaping<br />
(landscape applications, green spaces).<br />
<strong>TenCate</strong> distinguishes itself through product<br />
differentiation in various artificial grass<br />
applications for top-flight sports and recreation<br />
sport on a competition level. However, the<br />
European amateur market still makes too few<br />
specific demands on the quality aspects and is<br />
therefore still highly price-sensitive. However,<br />
this is changing to some extent, because of<br />
increasing awareness of the performance<br />
of sports pitches. In the past there was a<br />
strong emphasis on innovation and product<br />
differentiation. In the context of system<br />
development, the focus is being shifted more<br />
to cost control and marketing.<br />
In addition to a focus on costs, <strong>TenCate</strong> will<br />
develop system concepts in order to make<br />
quality differences in sports pitches clearer.<br />
The strategy here too is focused on exploiting<br />
economies of scale within the strategic<br />
concept of value chain management.<br />
Within the system concept, <strong>TenCate</strong> aims to<br />
co-operate with market operators who endorse<br />
this approach:
� 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<br />
concept 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, in which <strong>TenCate</strong>,<br />
together with partners, advises endusers<br />
such as leagues, clubs and other<br />
interested parties directly or through its<br />
sales partners with regard to the system<br />
performance of the pitch;<br />
� transparency with regard to the<br />
�<br />
characteristics and durability of the sports<br />
pitch<br />
exclusion of possibly environmentally<br />
unfriendly or harmful raw materials.<br />
<strong>TenCate</strong> seeks to maintain its distinctive<br />
position by supplying high-quality products and<br />
systems and carrying out intensive R&D,<br />
in close co-operation with knowledge<br />
institutions. This includes co-operation<br />
with the Institute for Sport & Leisure of the<br />
University of Twente, TNO and other testing<br />
and research centres. In this way it is able to<br />
provide sound advice and information for<br />
end-users.<br />
GENERAL PERFORMANCE IN <strong>2006</strong><br />
Growth in the Grass group fell short of<br />
expectations during the year under review.<br />
This was due partly to a delay in the laying of<br />
new sports pitches in the US. There was also a<br />
substantial shift in demand. The European<br />
market in particular saw a shift within a short<br />
period as a result of growing demand from<br />
football.<br />
The football market is increasingly demanding<br />
fibres with a strong visual similarity to natural<br />
grass. <strong>TenCate</strong> has anticipated this by developing<br />
new fibres (including monofilament fibres)<br />
in which the required technical characteristics<br />
are guaranteed. These fibre types are used by,<br />
among others, FIFA, which chose a <strong>TenCate</strong><br />
Thiolon system for the FIFA Home in Zurich<br />
during the year under review, the KNVB<br />
training complex, Heracles Almelo, AGOVV and<br />
leading clubs such as PSV and Ajax for their<br />
training pitches<br />
Hockey, which also accounts for a large share<br />
of sales, is a replacement market.<br />
The large extension of the production capacity<br />
for monofilaments, which was completed after<br />
some delay, involved high costs. Because of<br />
the switch of production, there was temporary<br />
sales shortfall, because for a certain period it<br />
was not possible to meet demand from the<br />
market.<br />
Due to increasing competition, there was<br />
a further tightening of margins, particularly<br />
in the volume segment (amateur market).<br />
The margins in this market declined further<br />
compared to 2005.<br />
Both internal and external factors, as stated<br />
previously, put pressure on results. Measures<br />
were therefore taken during the year under<br />
review, with the aim of achieving further<br />
efficiency improvement, improvement in<br />
logistics processes and cost control.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 55
In <strong>2006</strong> <strong>TenCate</strong> drew up an action plan in<br />
order to shape its future leading role in the<br />
artificial grass sector. In addition to measures<br />
aimed at operational and logistical improvements,<br />
these are:<br />
� adaptation of the product portfolio in order<br />
to accommodate the shift in demand to<br />
football;<br />
� making end-users aware of the importance<br />
of a 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 />
artificial grass systems);<br />
� repositioning through greater control over<br />
the value chain and embedding of the<br />
system philosophy.<br />
In order to accelerate the technological<br />
developments, <strong>TenCate</strong> signed a declaration of<br />
intent in <strong>2006</strong> with GreenFields in Kampen<br />
with a view to the joint development of a new<br />
artificial grass system (fourth-generation<br />
artificial grass). This concept is based on an<br />
integrated artificial grass system.<br />
In order to strengthen <strong>TenCate</strong>’s current<br />
knowledge position, a patent is being acquired<br />
from GreenFields, thereby significantly<br />
enhancing our existing worldwide patent<br />
position. The development of the fourthgeneration<br />
artificial grass system is aimed<br />
partly at reducing the cost of the artificial<br />
grass system.<br />
The repositioning in the value chain is taking<br />
place partly as a result of greater co-operation<br />
with strategic partners. With GreenFields this<br />
co-operation entails the following:<br />
� <strong>TenCate</strong> sells 80% of the shares in<br />
Landscape Solutions (artificial grass for<br />
landscaping under the Royal Grass brand<br />
name) to a company associated with<br />
GreenFields;<br />
� <strong>TenCate</strong> continues to supply artificial grass<br />
fibres and backing for the Royal Grass<br />
brand to GreenFields;<br />
� GreenFields will be among the market<br />
participants that work closely with<br />
<strong>TenCate</strong>, in both the development and<br />
commercial areas.<br />
Attractive artificial grass saves precious water<br />
Severe shortages of rainwater occur regularly in southern Europe. Partly for that reason, artificial grass is becoming increasingly<br />
popular for use in public open spaces in various local authority areas. It looks very natural and needs no water. The company<br />
responsible for laying the pipes which supply and remove water investigated the payback period of Royal Grass in open<br />
installations on roundabouts and central reservations in Madrid. It turned out to be less than four years. In that way <strong>TenCate</strong> is<br />
helping to limit water consumption.<br />
<strong>TenCate</strong> has also entered into a strategic<br />
alliance with FieldTurf Tarkett, the leading<br />
marketing organisation in the United States<br />
and Europe for artificial grass systems for<br />
many sport applications. FieldTurf Tarkett has<br />
extensive knowledge of patented artificial<br />
grass systems and excellent access to the<br />
market. For Ten Cate, the partnerships deliver<br />
improved access to the end-market. It provides<br />
major support for the strategic focus on<br />
systems and system characteristics.
OUTLOOK<br />
The artificial grass market is experiencing<br />
structural growth, with an expected average<br />
of 15%. The announced acquisition of the<br />
artificial grass activities of Mattex Leisure<br />
Industries in February 2007 will further<br />
strengthen <strong>TenCate</strong>’s position worldwide. The<br />
products supplied by Mattex (<strong>TenCate</strong> Thiolon<br />
Middle East) are an excellent addition to the<br />
existing product portfolio.<br />
The alliances with FieldTurf Tarkett and<br />
GreenFields give <strong>TenCate</strong> more direct access to<br />
end-markets, lending further support to the<br />
system concept. In 2007 the production facility<br />
at Nijmegen (Nymplex site) will be absorbed in<br />
<strong>TenCate</strong> Thiolon in Nijverdal. This will involve<br />
non-recurring costs. There will be a further<br />
expansion of production capacity and<br />
adjustments to logistics in 2007. It is expected<br />
that <strong>TenCate</strong> will be better able to anticipate<br />
market demand in 2007. Important strategic<br />
steps were taken at the end of <strong>2006</strong> and in the<br />
first quarter of 2007. These are expected to<br />
make a positive contribution to the result<br />
in 2007.<br />
<strong>TenCate</strong> also strives for a system approach in the artificial grass market.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 57
ATMs run on rollers<br />
Never a banknote too many or too few. That is no coincidence. In thousands of ATMs worldwide rollers from <strong>TenCate</strong> Enbi<br />
are doing their work. You cannot see them, but these rollers ensure that the correct number of banknotes are issued.<br />
Time after time, millions of times a day in all currencies.
<strong>TenCate</strong> Enbi rollers process more than 150 different types of currency, if necessary at a speed of more than 40 banknotes per second.<br />
That requires very precise technology. <strong>TenCate</strong> Enbi supplies materials for the right solution. The self-regenerating surfaces of the<br />
rollers ensure a reliable and durable performance. With truly invisible precision.
Technical Components<br />
KEY FIGURES<br />
Technical Components <strong>2006</strong> 2005 2004 2003 2002<br />
in millions of euros<br />
Revenues 92.7 126.3 178.7 186.3 202.5<br />
Operating result (EBIT) 6.2 7.1 8.9 8.6 3.5<br />
EBIT margin 6.7 5.6 5.0 4.6 1.7<br />
Investments 2.2 2.5 2.7 2.5 4.4<br />
Depreciation and amortisation 2.7 4.8 5.7 6.6 9.5<br />
Net assets 27.9 44.9 68.5 79.9 92.1<br />
Staff years at year-end 661 828 1,223 1,281 1,327<br />
Return on net assets (%) 21.5 13.5 11.9 9.9 3.3<br />
ACTIVITIES<br />
The Technical Components sector consists of:<br />
� <strong>TenCate</strong> Enbi<br />
<strong>TenCate</strong> Enbi is one of the major global<br />
players in the development and production<br />
of (technical) rollers and components<br />
based on rubber and foam technology for<br />
paper transport and image transfer in<br />
printers, copiers and fax machines, and for<br />
postal sorting machines and automated<br />
teller machines.<br />
60<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
� Business Key<br />
Business Key, the only remaining part of<br />
the Mega Valves International group which<br />
was sold in the spring of 2005, is a small<br />
Spanish company trading in components<br />
for fluid systems for agriculture and<br />
horticulture, industry and the construction<br />
sector. In view of the limited size of this<br />
unit, no separate performance report is<br />
presented.<br />
SALES AND RESULTS<br />
Sales decreased during the year under review<br />
to € 93 million. (2005: € 126 million). This was<br />
mainly due to the sale of <strong>TenCate</strong> Plasticum).<br />
On an organic basis, sales grew 6%. This<br />
increase was due in particular to growth of<br />
<strong>TenCate</strong> Enbi in Europe and the United States.<br />
The operating result amounted to € 6.2 million<br />
(2005: € 7.1 million). On an organic basis, the<br />
operating result was 14% higher.<br />
MARKET POSITION AND STRATEGY<br />
OF TEN CATE ENBI<br />
<strong>TenCate</strong> Enbi is a leading supplier to major<br />
European and American printer and copier<br />
producers and is one of the few suppliers to<br />
operate on three continents. Europe, America<br />
and Asia. Competitors operate primarily in<br />
local markets. The market is price-sensitive<br />
and cost control is therefore of great<br />
importance. In order to optimise logistics, it is<br />
necessary to manufacture products in the<br />
immediate vicinity of the customer (OEM).<br />
<strong>TenCate</strong> Enbi is a major supplier to producers<br />
of printers and copiers. It also serves a number<br />
of niche markets, including those for postal<br />
sorting machines, automated teller machines,<br />
insulation and heating systems.
High-grade products are developed in co-operation<br />
with the customer. The company also<br />
develops and produces its own products for<br />
OEMs as well as rollers for cartridges for the<br />
replacement market. <strong>TenCate</strong> Enbi is striving to<br />
broaden its customer portfolio. In <strong>2006</strong> it<br />
achieved major progress in this regard,<br />
including its qualification as a supplier to a<br />
Korean OEM of laser printers. <strong>TenCate</strong> Enbi<br />
stands out from its competitors because of its<br />
high-grade knowledge and products, high<br />
delivery reliability and a competitive cost level.<br />
Moreover, the company is able to react quickly<br />
to global shifts in production by OEMs. The<br />
sites in Singapore and China are particularly<br />
well-placed to benefit from the latter trend.<br />
<strong>TenCate</strong> Enbi fulfils high technological and<br />
quality requirements. The development of new<br />
products is essential in order to generate<br />
replacement sales in a market with ever<br />
shorter life cycles and achieve further growth.<br />
<strong>TenCate</strong> Enbi has all the necessary tools for<br />
success, although it has become clear that<br />
allowance must be made for protracted<br />
qualification procedures that are intended to<br />
ensure that the requirements are met in almost<br />
all circumstances.<br />
As a result of its global spread of production<br />
facilities, the introduction of in-house products<br />
and a larger customer base, <strong>TenCate</strong> Enbi’s risk<br />
profile has improved greatly. There is also<br />
more certainty of further earnings growth.<br />
PERFORMANCE IN <strong>2006</strong><br />
The Technical Components sector showed<br />
a further improvement in results in <strong>2006</strong>.<br />
<strong>TenCate</strong> Enbi benefited from positive developments<br />
in the European companies in Germany<br />
and Hungary.<br />
Sales at <strong>TenCate</strong> Enbi increased during the<br />
year under review after falling in previous<br />
years due to restructuring. This is a positive<br />
development, particularly in view of the fact<br />
that one of the largest customers has opted for<br />
backward integration. The challenge is to<br />
generate replacement sales in time in a market<br />
in which products are becoming obsolete ever<br />
faster and in which production is constantly<br />
being transferred to low-wage countries, such<br />
as China and Malaysia.<br />
A new strategic market is the replacement<br />
market for (colour) laser printer cartridges.<br />
<strong>TenCate</strong> Enbi further expanded its position in<br />
this market in <strong>2006</strong>. It produces its own rollers<br />
for laser printer cartridges based on its own<br />
technological knowledge. These rollers fulfil<br />
the same criteria as those applied for the<br />
OEMs. For logistics reasons, the production of<br />
rollers for the replacement market is tied more<br />
to individual regions, making it attractive for<br />
all <strong>TenCate</strong> Enbi sites. In addition to the fact<br />
that this is an important potential market for<br />
<strong>TenCate</strong> Enbi, this helps provide a better<br />
foundation for the company. Corporate risks,<br />
such as customer dependence and underutilisation<br />
of capacity, are thereby reduced.<br />
The market penetration, however, has been<br />
slower than expected due to protracted<br />
qualification procedures.<br />
<strong>TenCate</strong> Enbi has a good basis for further<br />
growth in both the OEM and the replacement<br />
market, given that the company is well known<br />
for its high quality and delivery reliability. This<br />
enables <strong>TenCate</strong> Enbi to penetrate new<br />
markets, with other industrial applications for<br />
rubber and foam technology. Further major<br />
orders were received from existing customers in<br />
<strong>2006</strong> for new platforms for printers and copiers.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 61
OUTLOOK<br />
<strong>TenCate</strong> Enbi operates in a global market<br />
which is dominated by a number of large<br />
players. Customers will continue to transfer<br />
production in order to make cost savings. The<br />
transfer of production to low-wage countries<br />
applies mainly to the production of volume<br />
products. High-grade production for niche<br />
markets is taking place on an increasingly<br />
regional basis. With sites in the United States,<br />
Europe and Asia, <strong>TenCate</strong> Enbi can respond<br />
appropriately to every possible development.<br />
In the longer term it therefore expects further<br />
growth in sales and earnings.<br />
<strong>TenCate</strong> has previously expressed its intention<br />
of divesting <strong>TenCate</strong> Enbi. No time limit has<br />
been put on the divestment.<br />
62<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
X-ray photographs turned out fast with <strong>TenCate</strong> Enbi<br />
When the highest-quality photographs are required for X-ray examinations or other uses, <strong>TenCate</strong> Enbi offers a helping hand.<br />
The rollers are made from materials which are resistant to developing and fixing liquids. Broken leg or wrist? Preventive examina-<br />
tion? Doctors and medical personnel can rapidly obtain razor-sharp photographs and use them to provide the necessary treatment.<br />
The Technical Components sector showed<br />
a further improvement in results in <strong>2006</strong>.<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 63
More comfort and better fire protection for military personnel<br />
<strong>TenCate</strong> Protective Fabrics USA has developed a second-generation Universal Camouflage Pattern fabric. This material, based on<br />
aramid fibres and a patented process, is more comfortable than the current military standard, but that is not at the expense of the<br />
fire resistance and other functional characteristics. In that way <strong>TenCate</strong> can meet the US Army’s requirement for fire-resistant<br />
camouflage uniforms to provide better protection for its military personnel.
<strong>TenCate</strong> has a leading role in the US military market for fire-resistant camouflage print fabrics. Clothing manufacturers use<br />
the <strong>TenCate</strong> materials to produce clothing for the crews of combat vehicles, aircraft and other high-risk environments.
66<br />
Royal Ten Cate nv <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
Financial statements <strong>2006</strong><br />
Royal Ten Cate<br />
Consolidated profit and loss account<br />
Consolidated balance sheet<br />
Consolidated cash flow statement<br />
Equity<br />
Notes to the consolidated financial statements<br />
1 General information on Royal Ten Cate<br />
2 General principles for financial reporting<br />
3 Principles for the preparation<br />
of the financial statements<br />
4 Consolidation principles<br />
5 Foreign currencies<br />
6 Derivatives<br />
7 Hedge accounting<br />
8 Segment reporting<br />
9 Revenues<br />
10 Raw materials and manufacturing supplies<br />
11 Lease payments<br />
12 Financial income and expenses<br />
13 Profit tax<br />
14 Earnings per share<br />
15 New standards and interpretations<br />
not yet applied<br />
16 Principles for the cash flow statement<br />
17 Tangible fixed assets<br />
18 Intangible fixed assets<br />
19 Inventories<br />
20 Trade and other receivables<br />
21 Cash and cash equivalents<br />
22 Impairment<br />
23 Share capital<br />
24 Pension liabilities<br />
69<br />
70<br />
72<br />
74<br />
75<br />
75<br />
75<br />
75<br />
76<br />
76<br />
77<br />
77<br />
78<br />
78<br />
78<br />
78<br />
78<br />
79<br />
79<br />
79<br />
80<br />
80<br />
81<br />
82<br />
82<br />
82<br />
82<br />
83<br />
83<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 67
25 Share-based payments<br />
26 Provisions<br />
27 Long-term debts<br />
28 Trade creditors and other payables<br />
Notes to the consolidated profit and loss account<br />
29 Segment information<br />
30 Acquisitions and divestment of subsidiaries<br />
31 Personnel costs<br />
32 Other operating costs<br />
33 Financial income and expenses<br />
34 Profit tax<br />
35 Result from associated companies<br />
36 Result from divested activities<br />
37 Notes to the consolidated balance sheet<br />
38 Tangible fixed assets<br />
39 Intangible fixed assets<br />
40 Associated companies<br />
41 Other long-term receivables and investments<br />
42 Deferred tax receivables and liabilities<br />
43 Inventories<br />
44 Trade debtors<br />
45 Other receivables<br />
46 Cash and cash equivalents<br />
47 Equity<br />
48 Earnings per share<br />
49 Long-term debts<br />
50 Pension liabilities<br />
51 Provisions<br />
68<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
84<br />
84<br />
85<br />
85<br />
86<br />
86<br />
88<br />
89<br />
89<br />
90<br />
90<br />
91<br />
91<br />
92<br />
92<br />
94<br />
95<br />
96<br />
96<br />
96<br />
97<br />
97<br />
97<br />
97<br />
99<br />
100<br />
102<br />
105<br />
52 Other information<br />
53 Financial instruments<br />
54 Liabilities not shown in the balance sheet<br />
55 Investment liabilities<br />
56 Contingent liabilities<br />
57 Subsequent events<br />
58 Related parties<br />
59 Estimates and judgments formed by<br />
the management<br />
60 Company financial statements<br />
61 Company profit and loss account<br />
62 Company balance sheet<br />
63 Notes to the company financial statements<br />
64 Financial fixed assets<br />
65 Equity<br />
66 Called and paid-up capital<br />
67 Ordinary shares<br />
68 Share premium reserve<br />
69 Retained earnings of associated companies<br />
70 Other reserves<br />
71 Option scheme<br />
72 Provisions<br />
73 Long-term liabilities<br />
74 Short-term liabilities<br />
75 Other information<br />
Additional data<br />
Auditors’ report<br />
Post balance sheet events<br />
Provision of the articles of association<br />
relating to appropriation of profit<br />
Proposed appropriation of profit<br />
Ten-year summary<br />
106<br />
106<br />
108<br />
108<br />
109<br />
109<br />
109<br />
111<br />
112<br />
112<br />
113<br />
114<br />
114<br />
115<br />
115<br />
115<br />
115<br />
116<br />
116<br />
116<br />
118<br />
118<br />
118<br />
118<br />
120<br />
121<br />
123<br />
125<br />
125<br />
126
Consolidated profit and loss account<br />
in millions of euros<br />
Revenues<br />
Changes in inventories of finished products and work in progress<br />
Raw materials and manufacturing supplies<br />
Work contracted out and other external expenses<br />
Personnel costs<br />
Depreciation and amortisation<br />
Other operating costs<br />
Total operating expenses<br />
OPERATING RESULT<br />
Financial income<br />
Financial expenses<br />
NET FINANCIAL EXPENSES<br />
PRE-TAX RESULT<br />
Profit tax<br />
Result after tax but before divestment of activities<br />
Result from associated companies<br />
Result from divested activities after tax<br />
RESULT AFTER TAX<br />
ATTRIBUTABLE TO:<br />
Shareholders of the company (net profit)<br />
Minority interests<br />
Weighted average number of shares (x 1,000)*<br />
Weighted average number of shares after dilution (x 1,000)*<br />
Net earnings per share (euro)*<br />
– corrected for result from sale of Synbra<br />
Diluted net earnings per share*<br />
– corrected for result from sale of Synbra<br />
* After split of par value of shares from € 10 to € 2.50.<br />
note<br />
29<br />
31<br />
32<br />
33<br />
33<br />
34<br />
35<br />
36<br />
48<br />
48<br />
<strong>2006</strong><br />
770.5<br />
– 4.8<br />
402.2<br />
34.7<br />
171.2<br />
23.1<br />
94.0<br />
720.4<br />
50.1<br />
0.1<br />
– 8.1<br />
– 8.0<br />
42.1<br />
– 11.4<br />
30.7<br />
3.4<br />
42.0<br />
76.1<br />
76.0<br />
0.1<br />
20,749<br />
21,264<br />
3.66<br />
1.76<br />
3.57<br />
1.72<br />
2005<br />
686.5<br />
0.5<br />
353.8<br />
29.3<br />
161.6<br />
19.3<br />
83.5<br />
648.0<br />
38.5<br />
0.2<br />
– 4.8<br />
– 4.6<br />
33.9<br />
– 11.5<br />
22.4<br />
4.4<br />
3.7<br />
30.5<br />
30.5<br />
–<br />
20,567<br />
20,946<br />
1.48<br />
1.48<br />
1.46<br />
1.46<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 69
Consolidated balance sheet<br />
in millions of euros<br />
FIXED ASSETS<br />
Tangible fixed assets<br />
Intangible fixed assets<br />
Associated companies<br />
Long-term receivables from associated companies<br />
Other long-term receivables<br />
Deferred tax receivables<br />
Total fixed assets<br />
CURRENT ASSETS<br />
Inventories<br />
Receivables<br />
Trade debtors<br />
Tax receivables<br />
Other receivables<br />
Cash and cash equivalents<br />
Total current assets<br />
TOTAL ASSETS<br />
70<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
note<br />
38<br />
39<br />
40<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
31 December <strong>2006</strong><br />
165.8<br />
12.4<br />
1.3<br />
–<br />
5.1<br />
11.9<br />
157.7<br />
109.0<br />
4.7<br />
14.5<br />
6.7<br />
196.5<br />
292.6<br />
489.1<br />
161.4<br />
13.8<br />
16.9<br />
0.5<br />
4.0<br />
13.8<br />
157.5<br />
105.9<br />
3.8<br />
15.3<br />
31 December 2005<br />
4.6<br />
210.4<br />
287.1<br />
497.5
in millions of euros<br />
GROUP EQUITY<br />
Share capital<br />
Share premium reserve<br />
Statutory reserve*<br />
Other reserves*<br />
Undistributed result<br />
Equity attributable to shareholders of the company<br />
Minority interests<br />
Group equity<br />
LONG-TERM LIABILITIES<br />
Long-term debt<br />
Pension liabilities<br />
Provisions<br />
Deferred tax liabilities<br />
Total long-term liabilities<br />
SHORT-TERM LIABILITIES<br />
Banks, current accounts<br />
Repayment of long-term debts<br />
Trade creditors and other payables<br />
Provisions<br />
Tax payable<br />
Total short-term liabilities<br />
Total liabilities<br />
TOTAL GROUP EQUITY AND LIABILITIES<br />
* Adjusted for comparison purposes.<br />
note<br />
47<br />
49<br />
50<br />
51<br />
42<br />
46<br />
49<br />
51<br />
31 December <strong>2006</strong><br />
52.7<br />
6.3<br />
– 2.0<br />
105.7<br />
76.0<br />
63.5<br />
31.8<br />
11.8<br />
0.2<br />
29.1<br />
1.3<br />
103.1<br />
5.8<br />
3.6<br />
238.7<br />
0.2<br />
238.9<br />
107.3<br />
142.9<br />
250.2<br />
489.1<br />
52.0<br />
7.0<br />
28.5<br />
63.8<br />
30.5<br />
130.2<br />
37.6<br />
18.1<br />
0.4<br />
31 December 2005<br />
25.9<br />
1.2<br />
96.4<br />
5.2<br />
0.7<br />
181.8<br />
–<br />
181.8<br />
186.3<br />
129.4<br />
315.7<br />
497.5<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 71
Consolidated cash flow statement<br />
in millions of euros<br />
CASH FLOW FROM OPERATING ACTIVITIES<br />
Result after tax<br />
Adjustments for:<br />
Depreciation<br />
Amortisation<br />
Interest<br />
Exchange rate differences<br />
Profit tax<br />
Result from associated companies<br />
Result from divested activities<br />
Result from sale of tangible fixed assets<br />
Share-based payment transactions settled in<br />
equity instruments<br />
Change in provisions<br />
CASH FLOW FROM OPERATING ACTIVITIES (EBIT)<br />
BEFORE CHANGE IN WORKING CAPITAL<br />
CHANGES IN WORKING CAPITAL<br />
Inventories<br />
Receivables<br />
Short-term liabilities<br />
Cash flow from operating activities<br />
Interest paid<br />
Profit tax paid<br />
Cash flow from operating activities<br />
72<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
note<br />
38<br />
39<br />
33<br />
33<br />
34<br />
35<br />
36<br />
32<br />
76.1<br />
22.1<br />
1.0<br />
7.1<br />
0.9<br />
11.4<br />
– 3.4<br />
– 42.0<br />
– 3.7<br />
0.2<br />
– 4.0<br />
– 6.7<br />
– 11.7<br />
14.4<br />
<strong>2006</strong><br />
65.7<br />
– 4.0<br />
61.7<br />
– 7.3<br />
– 9.2<br />
45.2<br />
30.5<br />
18.6<br />
0.7<br />
5.0<br />
– 0.4<br />
11.5<br />
– 4.4<br />
– 3.7<br />
– 0.7<br />
0.5<br />
1.6<br />
– 14.1<br />
– 17.8<br />
8.0<br />
2005<br />
59.2<br />
– 23.9<br />
35.3<br />
– 5.0<br />
– 12.3<br />
18.0
in millions of euros<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
Income from sale of tangible fixed assets<br />
Interest received<br />
Dividend received<br />
Divested activities less cash<br />
Receipt of long-term receivables<br />
Acquisition of operating companies less cash acquired<br />
Acquisition of associated company<br />
Cash acquired from joint venture included in consolidation<br />
Investments in intangible fixed assets<br />
Investments in tangible fixed assets<br />
Increase in long-term receivables<br />
CASH FLOW FROM INVESTING ACTIVITIES<br />
CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Issue of shares<br />
Repurchase of own shares<br />
Drawdown of long-term debt<br />
Repayment of long-term debt<br />
Dividend payment to shareholders<br />
Dividend payment to minority shareholders<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
CHANGE IN CASH*<br />
Cash on 1 January<br />
Currency differences in cash<br />
CASH AS AT 31 DECEMBER<br />
* Cash includes cash and cash equivalents minus banks, current accounts (see note 46).<br />
note<br />
32<br />
40<br />
30<br />
30<br />
39<br />
38<br />
4.5<br />
0.2<br />
0.6<br />
64.0<br />
0.2<br />
–<br />
– 1.3<br />
0.3<br />
– 0.7<br />
– 42.3<br />
– 1.8<br />
0.3<br />
– 7.2<br />
0.6<br />
– 68.1<br />
– 5.8<br />
–<br />
<strong>2006</strong><br />
23.7<br />
68.9<br />
– 80.2<br />
– 11.3<br />
– 21.3<br />
10.2<br />
– 22.4<br />
3.5<br />
0.4<br />
–<br />
31.1<br />
0.3<br />
– 71.9<br />
–<br />
–<br />
– 0.4<br />
– 25.8<br />
– 0.2<br />
0.2<br />
–<br />
57.0<br />
– 3.3<br />
– 4.7<br />
–<br />
2005<br />
– 63.0<br />
– 45.0<br />
49.2<br />
4.2<br />
– 19.6<br />
– 5.9<br />
– 21.3<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 73
Equity<br />
in millions of euros<br />
BALANCE AS AT 1 JANUARY 2005<br />
Appropriation of 2004 profit<br />
Dividend paid<br />
Stock dividend<br />
Foreign exchange translation differences<br />
Share-based payments<br />
Issue of repurchased shares for<br />
share savings plan/option plan<br />
Result for 2005<br />
BALANCE AS AT 31 DECEMBER 2005<br />
BALANCE AS AT 1 JANUARY <strong>2006</strong><br />
Appropriation of 2005 profit<br />
Dividend paid<br />
Stock dividend<br />
Foreign exchange translation differences<br />
Release of statutory reserve<br />
on sale of associated company<br />
Share-based payments<br />
Issue of repurchased shares for<br />
share savings plan/option plan<br />
Repurchase of own shares<br />
for share savings plan/option plan<br />
Result for <strong>2006</strong><br />
BALANCE AS AT 31 DECEMBER <strong>2006</strong><br />
MINORITY INTERESTS<br />
Balance as at 1 January 2005<br />
Acquisition of 10% of shares of Business Key<br />
Balance as at 31 December 2005<br />
In consolidation of Geofabrics Australasia<br />
Result for <strong>2006</strong><br />
Balance as at 31 December <strong>2006</strong><br />
74<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Share<br />
capital<br />
51.2<br />
0.8<br />
52.0<br />
52.0<br />
0.7<br />
52.7<br />
0.1<br />
– 0.1<br />
–<br />
0.1<br />
0.1<br />
0.2<br />
Share<br />
premium<br />
7.8<br />
– 0.8<br />
7.0<br />
7.0<br />
– 0.7<br />
6.3<br />
Retained<br />
earnings of<br />
associated<br />
companies<br />
21.7<br />
2.2<br />
23.9<br />
23.9<br />
4.4<br />
– 28.3<br />
–<br />
Translation<br />
differences<br />
– 4.9<br />
9.5<br />
4.6<br />
4.6<br />
– 6.2<br />
– 0.4<br />
– 2.0<br />
Retained<br />
earnings<br />
46.1<br />
11.0<br />
5.5<br />
0.5<br />
0.3<br />
63.4<br />
63.4<br />
13.5<br />
6.7<br />
28.3<br />
0.2<br />
0.3<br />
– 7.2<br />
105.2<br />
Undistributed<br />
profit<br />
0.2<br />
0.2<br />
0.4<br />
0.4<br />
0.1<br />
0.5<br />
Undistributed<br />
result<br />
23.6<br />
– 13.4<br />
– 4.7<br />
– 5.5<br />
30.5<br />
30.5<br />
30.5<br />
– 18.0<br />
– 5.8<br />
– 6.7<br />
76.0<br />
76.0<br />
Total<br />
equity<br />
145.7<br />
–<br />
– 4.7<br />
–<br />
9.5<br />
0.5<br />
0.3<br />
30.5<br />
181.8<br />
181.8<br />
–<br />
– 5.8<br />
–<br />
– 6.2<br />
– 0.4<br />
0.2<br />
0.3<br />
– 7.2<br />
76.0<br />
238.7
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 include the Company and its operating companies<br />
(referred to collectively as the Group) and the Group’s interests in (non-consolidated) associated companies and<br />
a joint venture. The <strong>2006</strong> annual report and accounts were discussed on 28 February 2007 at the meeting of the<br />
Supervisory Board. The financial statements were prepared by the Executive Board and were released for<br />
publication on 1 March 2007. They will be presented to the General Meeting of Shareholders for adoption on<br />
29 March <strong>2006</strong>.<br />
The parent company financial statements form part of the <strong>2006</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 />
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 European Union, and with Title 9 of Book 2 of the Netherlands Civil 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: derivatives, financial instruments held for trading purposes.<br />
In preparing the financial statements the management has in some cases used estimates and assumptions<br />
which affect the amounts stated in the consolidated financial statements (see note 59). 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>2006</strong> 75
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 and joint ventures<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 is 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 set<br />
forth in an agreement and in which strategic decisions on the financial and operational policy are taken on the<br />
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 zero<br />
and further losses are no longer stated, unless the Group has entered into a legally enforceable or actual liability<br />
on behalf of the associated company. Associated companies over which no significant influence is exerted are<br />
valued at cost.<br />
4.3 Elimination of transactions on consolidation<br />
Intragroup balances and transactions between the operating companies in the Group and unrealised profits and<br />
losses on such transactions are eliminated in the preparation of the consolidated financial statements. Unrealised<br />
profits on Group transactions with non-consolidated companies are eliminated in proportion to the<br />
Group’s interest in the respective company. Unrealised losses are eliminated in the same way as unrealised<br />
profits, but only to the extent that there is no indication of impairment.<br />
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 historical<br />
cost are converted into euros at the exchange rate on the transaction date.<br />
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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 with goodwill are converted at the rates on the balance sheet date.<br />
The resulting translation differences are carried in equity. If a foreign activity is fully or partly divested, the<br />
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 />
US dollar<br />
Singapore dollar<br />
Hong Kong dollar<br />
Hungarian forint (100)<br />
Malaysian ringgit<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<br />
accounting 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 on<br />
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 />
7 HEDGE ACCOUNTING<br />
<strong>2006</strong><br />
1.32<br />
2.02<br />
10.27<br />
2.51<br />
4.66<br />
Closing rate<br />
Average rate<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 2005 and <strong>2006</strong> financial statements.<br />
2005<br />
1.18<br />
1.97<br />
9.18<br />
2.53<br />
4.48<br />
<strong>2006</strong><br />
1.26<br />
2.00<br />
9.76<br />
2.64<br />
4.62<br />
2005<br />
1.25<br />
2.07<br />
9.69<br />
2.49<br />
4.72<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 77
NOTES TO THE CONSOLIDATED 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.<br />
No revenues are recognised if significant uncertainties remain with regard to the collection of the remuneration<br />
due, the associated costs or the possible return of goods, and also if there is a protracted management involvement<br />
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 />
11.2 Financial leasing<br />
Lease payments are stated partly as financing charges and partly as a repayment of the outstanding liability. The<br />
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 />
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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<br />
difference between the economic and fiscal value of operating companies, associated companies and a joint<br />
venture. The amount of the provision for deferred tax liabilities is based on the method by which the book value<br />
of the assets and liabilities is expected to be realised or settled, using tax rates which, on the balance sheet<br />
date, have been specified by law or in respect of which an effective legal decision has been taken. The amount<br />
of deferred tax receivables is reduced to the extent that it is no longer likely that the associated tax benefit will<br />
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 />
14 EARNINGS PER SHARE<br />
The Group presents ordinary and diluted earnings per share for the ordinary share capital. The net result<br />
per ordinary share is calculated on the basis of the profit attributable to shareholders or the loss divided by<br />
the weighted average number of ordinary shares in issue during the reporting period. In the calculation of the<br />
diluted earnings per share, the weighted average number of ordinary shares in issue during the reporting period<br />
is 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>2006</strong> and have<br />
therefore not been applied to these consolidated financial statements:<br />
� IFRS 7 Financial instruments: disclosures and the amendment to IAS 1<br />
Presentation of financial statements: capital disclosures require an entity to provide more detailed notes<br />
on the importance of financial instruments for the financial position and results together with qualitative<br />
and quantitative information on the nature and extent of the risks. IFRS 7 and the amended IAS 1 become<br />
compulsory with regard to the Group’s financial statements in 2007 and require detailed supplementary<br />
notes on the Group’s financial instruments and share capital.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
� IFRIC 10 Interim financial reporting and impairment prohibits the reversal of a goodwill impairment,<br />
an investment in an equity instrument or a financial asset valued at cost where these have been recognised<br />
in a prior interim period. IFRIC 10 becomes compulsory with regard to the Group’s financial statements in<br />
2007 and applies to goodwill, investments in equity instruments and financial assets valued at cost, with<br />
retroactive effect from the date on which the Group applied the valuation criteria of IAS 36 and IAS 39<br />
(1 January 2004).<br />
16 PRINCIPLES FOR THE CASH FLOW STATEMENT<br />
The cash flow statement has been prepared in accordance with the indirect method. A distinction is drawn in<br />
the cash flow statement between cash flows from operating, investment and financing activities.<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 note 22).<br />
The cost price of self-manufactured assets comprises material costs, direct labour costs and an appropriate<br />
portion 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<br />
as financial leases. Tangible fixed assets which are required by means of financial leases are valued at the<br />
lower of market value and the discounted value of the minimum lease payments at the inception of the lease,<br />
less accumulated depreciation (see 17.4) and impairments (see note 22). Lease payments are stated as<br />
described in note 11.<br />
17.3 Expenses after first-time inclusion<br />
Expenses incurred for the replacement of a component of a separately stated item under tangible fixed assets<br />
are capitalised provided the future economic benefits resulting from the asset accrue to the Group and the costs<br />
of such periodic replacement expenses can be reliably determined. All other expenses are charged to the profit<br />
and loss account when they are incurred.<br />
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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
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<br />
life is as follows:<br />
� buildings 33 years<br />
� fixtures and installations in buildings 10 years<br />
� plant and equipment 7 – 10 years<br />
� inventory 5 years<br />
� computers and office equipment 3 – 5 years<br />
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. Costs of development<br />
activities, in which research results are used for a plan or design for the production of new or substantially<br />
improved products and processes, are capitalised if the product or process is technically and commercially feasible<br />
and the Group has sufficient resources to complete the development. The capitalised costs include material<br />
costs, direct labour costs and an appropriate portion of directly attributable overheads. Other development costs<br />
are stated as an expense in the profit and loss account when they are incurred. The capitalised development<br />
costs are valued at cost less accumulated depreciation and impairments (note 22).<br />
18.3 Other intangible fixed assets<br />
Other intangible fixed assets acquired by the Group are valued at cost less accumulated depreciation and impairments<br />
(note 22). Costs of internally generated goodwill and trademarks are stated as an expense in the profit<br />
and loss account as soon as they are incurred.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
18.4 Expenses after first-time inclusion<br />
Expenses after the first-time inclusion of capitalised intangible fixed assets are only capitalised if they lead to<br />
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 assess<br />
whether any impairment has arisen. The amortisation of other intangible fixed assets begins as soon as the<br />
assets are available for use. The estimated useful life is a maximum of five 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 is<br />
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.<br />
20 TRADE AND OTHER RECEIVABLES<br />
Trade and other receivables with a term of less than one year are stated at nominal value less any provision<br />
deemed necessary.<br />
21 CASH AND CASH EQUIVALENTS<br />
Cash and cash equivalents comprise cash balances and immediately claimable credit balances. Current account<br />
credit balances at banks which are immediately claimable and form an integral part of the Group’s cash management<br />
are included as part of the cash and cash equivalents for the purposes of the cash flow statement.<br />
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 fixed assets which are not yet available for use, the realisable value is estimated at each balance<br />
sheet date. An impairment is recognised when the book value of an asset or the cash generating unit thereof is<br />
higher than the realisable value. It is first charged to any allocated goodwill and then deducted from the book<br />
value of the other assets.<br />
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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 use,<br />
the discounted value of the estimated future cash flows is calculated using a discount rate before tax which<br />
reflects both the current market valuations of the time value of money and the specific risks relating to the<br />
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 impairment can be<br />
reversed if there is a change in the estimates on 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 consideration,<br />
including directly attributable costs, is stated as a change in equity.<br />
Repurchased shares are 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 />
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<br />
by estimating the amount of the future payments which employees have earned in the present and previous<br />
reporting periods in exchange for their services. This payment is discounted in order to determine the present<br />
day value, with the market value of the fund investments being deducted. The discount rate is the yield on<br />
the balance sheet date of bonds with an AA creditworthiness rating and a term similar to that of the Group’s<br />
liabilities.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
The 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<br />
pension scheme, to the extent that the stated accumulated actuarial profits and losses exceed the higher of 10%<br />
of the discounted value of the gross liability under defined benefit pension rights or the market value of the fund<br />
investments, that portion is stated in the profit and loss account over the expected average residual service<br />
period of employees participating in the scheme. Otherwise the 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 scheme enables the Group’s management to acquire shares in the legal entity. The market value of<br />
the granted options is stated under personnel costs, with a corresponding entry in equity. The market value is<br />
determined on the grant date and is allocated over the period up to the time at which the management acquires<br />
an unconditional right to the options. The market value of the granted options is determined on the basis of a<br />
binomial model, taking account of the conditions under which the options have been granted.<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,<br />
if 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 />
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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
26.2 Reorganisation<br />
Reorganisation provisions are included if the Group has formalised a detailed plan for the reorganisation and<br />
has begun or publicly announced the reorganisation. The reorganisation provision does not include costs<br />
incurred in relation to future activities.<br />
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 />
26.5 Incapacity costs<br />
The provision for incapacity costs has been created in respect of the future additional premium under the<br />
‘PEMBA’ act on premium differentiation and market forces in incapacity insurance.<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 of<br />
the effective interest method over the term of the loans.<br />
28 TRADE CREDITORS AND OTHER PAYABLES<br />
Trade creditors and other payables are stated at nominal value.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 85
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, is based on 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<br />
� Manufacture and sale of rubber and foam rollers for the office equipment industry, packaging and<br />
closures for consumer goods (overcaps and spray caps up to 1 May <strong>2006</strong>).<br />
Geographic segments<br />
The segments are managed on a global level, but are active on four continents, namely Europe, North America,<br />
Australia and Asia. In the presentation of information based on geographic segments, the revenues of the<br />
segment are based on the geographic location of origin. The assets of the segment are based on the geographic<br />
location of the asset.<br />
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Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
29.1 Segment information<br />
29.2 Analysis by business segment<br />
in millions of euros <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />
Revenues<br />
Intercompany sales<br />
Total revenues<br />
Operating result<br />
Financial income and expenses<br />
Result from associated companies<br />
Result from divested activities<br />
Profit tax<br />
Minority interests<br />
Net profit<br />
Assets of segments<br />
Investments in associated companies<br />
Total assets<br />
Liabilities of segment*<br />
Investments<br />
Depreciation and amortisation<br />
* Excluding intercompany loans.<br />
29.3 Analysis by geographic location<br />
Netherlands<br />
Rest of Europe<br />
North America<br />
Asia/Australia<br />
Total<br />
Advanced Textiles<br />
& Composites<br />
279.7<br />
1.0<br />
280.7<br />
20.9<br />
167.7<br />
–<br />
167.7<br />
56.0<br />
11.7<br />
6.2<br />
<strong>2006</strong><br />
222.6<br />
158.6<br />
336.4<br />
52.9<br />
770.5<br />
285.6<br />
2.2<br />
287.8<br />
16.5<br />
1.7<br />
162.3<br />
–<br />
162.3<br />
55.5<br />
13.2<br />
6.2<br />
397.5<br />
–<br />
397.5<br />
25.5<br />
0.7<br />
– 0.1<br />
266.1<br />
–<br />
266.1<br />
77.6<br />
28.9<br />
13.6<br />
Geosynthetics<br />
& Grass<br />
273.9<br />
–<br />
273.9<br />
23.8<br />
242.3<br />
7.3<br />
249.6<br />
64.3<br />
10.5<br />
7.9<br />
Net sales Assets<br />
2005<br />
257.2<br />
91.5<br />
316.2<br />
21.6<br />
686.5<br />
<strong>2006</strong><br />
148.6<br />
104.2<br />
183.0<br />
53.3<br />
489.1<br />
2005<br />
144.2<br />
137.2<br />
179.3<br />
36.8<br />
497.5<br />
92.7<br />
–<br />
92.7<br />
6.2<br />
2.7<br />
37.5<br />
–<br />
37.5<br />
17.3<br />
2.2<br />
2.7<br />
<strong>2006</strong><br />
18.0<br />
2.8<br />
18.0<br />
4.2<br />
43.0<br />
Technical<br />
Components<br />
126.3<br />
–<br />
126.3<br />
7.1<br />
2.0<br />
58.3<br />
0.1<br />
58.4<br />
23.9<br />
2.5<br />
4.8<br />
Investments<br />
in (in)tangible<br />
fixed assets<br />
2005<br />
10.5<br />
1.7<br />
13.6<br />
0.4<br />
26.2<br />
Other operating<br />
activities/<br />
eliminations Consolidated<br />
0.6<br />
– 1.0<br />
– 0.4<br />
– 2.5<br />
2.7<br />
39.3<br />
16.5<br />
1.3<br />
17.8<br />
99.3<br />
0.2<br />
0.6<br />
0.7<br />
– 2.2<br />
– 1.5<br />
– 8.9<br />
4.4<br />
17.7<br />
9.5<br />
27.2<br />
172.0<br />
–<br />
0.4<br />
770.5<br />
–<br />
770.5<br />
50.1<br />
– 8.0<br />
3.4<br />
42.0<br />
– 11.4<br />
– 0.1<br />
76.0<br />
487.8<br />
1.3<br />
489.1<br />
250.2<br />
43.0<br />
23.1<br />
686.5<br />
–<br />
686.5<br />
38.5<br />
– 4.6<br />
4.4<br />
3.7<br />
– 11.5<br />
–<br />
30.5<br />
480.6<br />
16.9<br />
497.5<br />
315.7<br />
26.2<br />
19.3<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 87
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
30 ACQUISITIONS AND DIVESTMENT OF SUBSIDIARIES<br />
30.1 Acquisitions in <strong>2006</strong><br />
Following the sale of the interest in <strong>TenCate</strong> Nicolon Australia to Geofabrics Australasia, a 50% associated<br />
company, the contracts between the Group and the co-shareholder of Geofabrics Australasia were amended.<br />
With effect from 1 July <strong>2006</strong> control, has been exercised jointly and the 50% interest in Geofabrics Australasia<br />
has been proportionally consolidated from that date.<br />
On 29 November <strong>2006</strong> the Group acquired 20% of the shares of GreenFields bv, which were acquired for a cash<br />
payment of € 1.3 million.<br />
30.2 Divestments in <strong>2006</strong><br />
The following interests were sold in <strong>2006</strong>: Proceeds (including debt)<br />
Plasticum group on 25 April <strong>2006</strong> (100% interest) € 14.4 million<br />
<strong>TenCate</strong> Nicolon Australia on 24 May <strong>2006</strong> (100% interest) € 1.1 million<br />
Synbra Group on 2 August <strong>2006</strong> (50% associated company) € 48.4 million<br />
Landscape Solutions on 29 November <strong>2006</strong> (sale of 80% of share capital) € 0.1 million<br />
30.3 Effects of the disposal of operating companies and associated companies<br />
Tangible fixed assets<br />
Associated companies<br />
Other long-term receivables/deferred taxes<br />
Inventories<br />
Trade and other receivables<br />
Cash and cash equivalents<br />
Equity (reserve for translation differences)<br />
Long-term debts<br />
Banks, current accounts<br />
Provisions<br />
Trade creditors and other payables<br />
Net identified assets and liabilities<br />
Consideration received in cash<br />
Cash purchased/sold<br />
Net cash flow<br />
Since the sales did not qualify as ‘discontinued operations’ under IFRS 5, the effects have not been stated<br />
separately in the consolidated profit and loss account.<br />
88<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
– 12.3<br />
– 12.2<br />
– 2.2<br />
– 4.7<br />
– 8.1<br />
– 0.1<br />
0.4<br />
2.5<br />
0.9<br />
7.1<br />
7.5<br />
– 21.2<br />
63.2<br />
0.8<br />
64.0
The effect of the sale of the activities of Plasticum group, <strong>TenCate</strong> Nicolon Australia and Landscape Solutions in<br />
<strong>2006</strong> on the profit and loss account for <strong>2006</strong> and 2005 was as follows:<br />
Revenues<br />
Costs of raw materials and manufacturing supplies<br />
and work contracted out<br />
Other costs<br />
Operating result<br />
31 PERSONNEL COSTS<br />
Wages and salaries<br />
Social charges<br />
Costs of option scheme<br />
Pension costs<br />
Temporary personnel<br />
Personnel costs<br />
The pension costs comprise € 2.0 million in respect of defined benefit pension schemes and € 3.0 million in<br />
respect of defined contribution schemes (see note 50.3).<br />
32 OTHER OPERATING COSTS<br />
32.1 Government subsidies<br />
The Group was granted government subsidies amounting to € 1.2 million in <strong>2006</strong> (2005: € 1.4 million).<br />
32.2 Research and development<br />
Geosynthetics<br />
& Grass<br />
Technical<br />
Components<br />
Geosynthetics<br />
& Grass<br />
Technical<br />
Components<br />
The costs associated with research and development amounted to € 8.1 million in <strong>2006</strong> (2005: € 5.8 million), of<br />
which € 3.4 million (2005: € 2.3 million) has been stated in personnel costs and € 4.7 million (2005: € 3.4 million)<br />
in other operating costs.<br />
3.3<br />
– 2.2<br />
– 0.7<br />
0.4<br />
<strong>2006</strong><br />
13.0<br />
– 6.6<br />
– 6.1<br />
0.3<br />
7.8<br />
– 5.5<br />
– 1.7<br />
0.6<br />
<strong>2006</strong><br />
125.4<br />
28.8<br />
0.2<br />
5.0<br />
11.8<br />
171.2<br />
2005<br />
36.2<br />
– 17.9<br />
– 16.5<br />
1.8<br />
2005<br />
116.2<br />
25.7<br />
0.5<br />
8.8<br />
10.4<br />
161.6<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 89
NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />
32.3 Result and income from sale of tangible fixed assets<br />
In <strong>2006</strong> the Group sold a building and land on which a book profit of € 3.1 million was recorded.<br />
Building and land<br />
Other items<br />
Result from sale<br />
Book value of sold assets<br />
Proceeds of sale<br />
33 FINANCIAL INCOME AND EXPENSES<br />
Interest income<br />
Interest expenses<br />
Foreign exchange translation differences<br />
Net financial expenses<br />
34 PROFIT TAX<br />
34.1 Profit taxes payable<br />
Current financial year<br />
Release of provision in respect of previous years<br />
34.2 Deferred profit tax<br />
Valuation of timing differences<br />
Use of tax losses<br />
Total tax charge in profit and loss account<br />
90<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
3.1<br />
0.6<br />
3.7<br />
0.8<br />
4.5<br />
<strong>2006</strong><br />
0.1<br />
– 7.2<br />
– 0.9<br />
– 8.0<br />
<strong>2006</strong><br />
– 14.2<br />
1.4<br />
– 12.8<br />
– 1.0<br />
2.4<br />
1.4<br />
– 11.4<br />
2005<br />
–<br />
0.7<br />
0.7<br />
2.8<br />
3.5<br />
2005<br />
0.2<br />
– 5.2<br />
0.4<br />
– 4.6<br />
2005<br />
– 13.5<br />
1.5<br />
– 12.0<br />
–<br />
0.5<br />
0.5<br />
– 11.5
34.3 Reconciliation with applicable tax rate<br />
Pre-tax result<br />
Tax on profit at local profit tax rate<br />
Losses not yet available for set-off<br />
Non-tax deductible costs<br />
Tax-exempt income<br />
Use of loss set-off<br />
Change of rate<br />
Other items<br />
Tax charge in profit and loss account<br />
The change of rate is associated with the reduction of the tax rate in the Netherlands to 25.5% with effect from<br />
1 January 2007.<br />
35 RESULT FROM ASSOCIATED COMPANIES<br />
The result of € 3.4 million (2005: € 4.4 million) relates to the share in the profit of Synbra Group BV (up to July<br />
<strong>2006</strong>) and the share in the profit of Geofabrics Australasia for the first half of <strong>2006</strong>.<br />
36 RESULT FROM DIVESTED ACTIVITIES<br />
See note 30.4.<br />
Synbra Group<br />
Plasticum Group<br />
<strong>TenCate</strong> Nicolon Australia<br />
Landscape Solutions<br />
Mega Valves North Group<br />
Permess Europe Group<br />
Result from divested activities<br />
%<br />
36.2%<br />
0.6%<br />
1.0%<br />
– 4.2%<br />
– 5.6%<br />
2.3%<br />
– 3.1%<br />
27.2%<br />
<strong>2006</strong><br />
euro<br />
42.1<br />
15.3<br />
0.2<br />
0.4<br />
– 1.7<br />
– 2.4<br />
1.0<br />
– 1.4<br />
11.4<br />
%<br />
38.9%<br />
3.5%<br />
1.3%<br />
– 3.8%<br />
– 1.5%<br />
–<br />
– 4.6%<br />
33.8%<br />
<strong>2006</strong><br />
39.3<br />
2.7<br />
– 0.1<br />
0.1<br />
–<br />
–<br />
42.0<br />
2005<br />
euro<br />
33.9<br />
13.3<br />
1.2<br />
0.4<br />
– 1.4<br />
– 0.5<br />
–<br />
– 1.5<br />
11.5<br />
2005<br />
–<br />
–<br />
–<br />
–<br />
2.0<br />
1.7<br />
3.7<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 91
37 Notes to the consolidated balance sheet<br />
in millions of euros<br />
38 TANGIBLE FIXED ASSETS<br />
Acquisition value<br />
Balance as at 1 January 2005<br />
Changes as a result of consolidations<br />
Investments<br />
Changes as a result of deconsolidations<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December 2005<br />
Balance as at 1 January <strong>2006</strong><br />
Changes as a result of consolidations<br />
Investments<br />
Changes as a result of deconsolidations<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December <strong>2006</strong><br />
Depreciation<br />
Balance as at 1 January 2005<br />
Changes as a result of consolidations<br />
Depreciation<br />
Changes as a result of deconsolidations<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December 2005<br />
Balance as at 1 January <strong>2006</strong><br />
Depreciation<br />
Changes as a result of deconsolidations<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December <strong>2006</strong><br />
Book value<br />
Balance as at 1 January 2005<br />
Balance as at 31 December 2005<br />
Balance as at 31 December <strong>2006</strong><br />
92<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Land,<br />
industrial<br />
buildings and<br />
dwellings<br />
95.4<br />
34.3<br />
1.2<br />
– 10.6<br />
– 0.8<br />
4.8<br />
124.3<br />
124.3<br />
2.0<br />
5.0<br />
– 11.4<br />
– 2.3<br />
– 4.6<br />
113.0<br />
40.3<br />
13.1<br />
3.1<br />
– 3.2<br />
– 0.2<br />
1.4<br />
54.5<br />
54.5<br />
4.0<br />
– 4.4<br />
– 1.7<br />
– 1.1<br />
51.3<br />
55.1<br />
69.8<br />
61.7<br />
Plant and<br />
equipment<br />
234.3<br />
55.7<br />
14.0<br />
– 9.5<br />
– 4.1<br />
11.4<br />
301.8<br />
301.8<br />
2.9<br />
34.5<br />
– 35.0<br />
– 2.2<br />
– 9.8<br />
292.2<br />
182.3<br />
39.7<br />
13.6<br />
– 8.9<br />
– 4.0<br />
7.4<br />
230.1<br />
230.1<br />
16.1<br />
– 32.0<br />
– 2.2<br />
– 5.7<br />
206.3<br />
52.0<br />
71.7<br />
85.9<br />
Other<br />
operating<br />
assets<br />
41.5<br />
10.4<br />
2.3<br />
– 7.5<br />
– 0.9<br />
1.0<br />
46.8<br />
46.8<br />
0.7<br />
2.4<br />
– 12.6<br />
– 0.4<br />
– 0.7<br />
36.2<br />
35.0<br />
8.6<br />
1.9<br />
– 6.4<br />
– 0.5<br />
0.8<br />
39.4<br />
39.4<br />
2.0<br />
– 10.8<br />
– 0.2<br />
– 0.7<br />
29.7<br />
6.5<br />
7.4<br />
6.5<br />
Fixed assets<br />
not used in the<br />
production<br />
Prepayments process<br />
3.7<br />
–<br />
8.3<br />
–<br />
–<br />
0.5<br />
12.5<br />
12.5<br />
–<br />
0.4<br />
– 0.5<br />
–<br />
– 0.7<br />
11.7<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
3.7<br />
12.5<br />
11.7<br />
4.3<br />
–<br />
–<br />
–<br />
– 4.9<br />
0.6<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
2.8<br />
–<br />
–<br />
–<br />
– 3.2<br />
0.4<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
1.5<br />
–<br />
–<br />
Total<br />
379.2<br />
100.4<br />
25.8<br />
– 27.6<br />
– 10.7<br />
18.3<br />
485.4<br />
485.4<br />
5.6<br />
42.3<br />
– 59.5<br />
– 4.9<br />
– 15.8<br />
453.1<br />
260.4<br />
61.4<br />
18.6<br />
– 18.5<br />
– 7.9<br />
10.0<br />
324.0<br />
324.0<br />
22.1<br />
– 47.2<br />
– 4.1<br />
– 7.5<br />
287.3<br />
118.8<br />
161.4<br />
165.8
38.1 Impairment and reversal of impairment<br />
The Group recognised no impairment in <strong>2006</strong>. No impairments were reversed during the year.<br />
38.2 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>2006</strong> the net book value of these assets was € 2.4 million (31 December 2005: € 2.5 million).<br />
The leased buildings, plant and equipment serve as collateral for the lease liabilities (see note 49).<br />
38.3 Collateral<br />
As at 31 December <strong>2006</strong>, as was the case as at 31 December 2005, no land and buildings were encumbered as<br />
collateral for bank loans.<br />
38.4 Depreciation charge<br />
The depreciation charge of € 22.1 million (2005: € 18.6 million) is included in depreciation and amortisation in<br />
the profit and loss account.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 93
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
39 INTANGIBLE FIXED ASSETS<br />
Cost<br />
Balance as at 1 January 2005<br />
Change as a result of consolidation<br />
Investments<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December 2005<br />
Change as a result of consolidation<br />
Investments<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December <strong>2006</strong><br />
Amortisation<br />
Balance as at 1 January 2005<br />
Amortisation/Impairments<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December 2005<br />
Change as a result of consolidation<br />
Amortisation/Impairments<br />
Divestments<br />
Exchange rate differences<br />
Balance as at 31 December <strong>2006</strong><br />
Book value<br />
Balance as at 1 January 2005<br />
Balance as at 31 December 2005<br />
Balance as at 31 December <strong>2006</strong><br />
39.1 Amortisation/Impairments<br />
The impairment of goodwill (€ 0.5 million) concerns the operating company Business Key.<br />
94<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Goodwill<br />
11.7<br />
–<br />
0.3<br />
– 0.2<br />
1.5<br />
13.3<br />
0.4<br />
–<br />
–<br />
– 1.1<br />
12.6<br />
2.3<br />
0.3<br />
– 0.2<br />
0.4<br />
2.8<br />
0.2<br />
0.5<br />
–<br />
– 0.2<br />
3.3<br />
9.4<br />
10.5<br />
9.3<br />
Research/<br />
development<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
0.2<br />
–<br />
–<br />
0.2<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
0.2<br />
Trademarks<br />
and usage<br />
rights<br />
3.1<br />
0.1<br />
0.4<br />
– 0.1<br />
0.5<br />
4.0<br />
–<br />
0.5<br />
–<br />
– 0.4<br />
4.1<br />
0.4<br />
0.4<br />
– 0.1<br />
–<br />
0.7<br />
0.5<br />
–<br />
–<br />
1.2<br />
2.7<br />
3.3<br />
2.9<br />
Total<br />
14.8<br />
0.1<br />
0.7<br />
– 0.3<br />
2.0<br />
17.3<br />
0.4<br />
0.7<br />
–<br />
– 1.5<br />
16.9<br />
2.7<br />
0.7<br />
– 0.3<br />
0.4<br />
3.5<br />
0.2<br />
1.0<br />
–<br />
– 0.2<br />
4.5<br />
12.1<br />
13.8<br />
12.4
39.2 Testing of the impairment for cash generating units which include goodwill<br />
The following units include goodwill items:<br />
Advanced Textiles & Composites (<strong>TenCate</strong> Advanced Armour)<br />
Geosynthetics & Grass (Thiolon USA/Geofabrics Australasia)<br />
Technical Components (Business Key)<br />
In <strong>2006</strong> the Group tested the realisable value of the goodwill on the basis of the market value less sale costs.<br />
The calculation uses future cash flows based on current results from operations and a five-year forecast. The<br />
realisable value exceeds the book value of the cash generating units including goodwill to such an extent that no<br />
impairment has been recognised. The changes in <strong>2006</strong> related largely to changes in exchange rates and the<br />
impairment in respect of Business Key.<br />
39.3 Amortisation/impairments<br />
The amortisation of € 1.0 million (2005: € 0.7 million) is included in the ‘Depreciation and amortisation’ item in<br />
the profit and loss account.<br />
40 ASSOCIATED COMPANIES<br />
The main associated companies included below are: Greenfields bv (Kampen, 20%) and Landscape Solutions bv<br />
(Goirle, 20%).<br />
Balance as at 1 January <strong>2006</strong><br />
On acquisition of Greenfields (20%)<br />
Result of Synbra up to July <strong>2006</strong><br />
Result of Geofabrics Australasia up to June <strong>2006</strong><br />
Foreign exchange translation differences<br />
Dividend received from Geofabrics Australasia<br />
Sale of 50% interest in Synbra<br />
In consolidation of Geofabrics Australasia on 1 July <strong>2006</strong><br />
Balance as at 31 December <strong>2006</strong><br />
Associated<br />
companies<br />
16.9<br />
1.3<br />
2.7<br />
0.7<br />
– 0.7<br />
– 0.6<br />
– 12.2<br />
– 6.8<br />
1.3<br />
The interest in Greenfields BV has for the present been valued at cost and no <strong>2006</strong> result has been recognised.<br />
<strong>2006</strong><br />
1.2<br />
8.1<br />
–<br />
9.3<br />
Loans<br />
0.5<br />
–<br />
–<br />
–<br />
–<br />
–<br />
–<br />
– 0.5<br />
–<br />
2005<br />
1.2<br />
8.8<br />
0.5<br />
10.5<br />
Total<br />
17.4<br />
1.3<br />
2.7<br />
0.7<br />
– 0.7<br />
– 0.6<br />
– 12.2<br />
– 7.3<br />
1.3<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 95
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
41 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 (€ 2.8 million) and an advance payment in connection with a long-term lease in China<br />
and Malaysia (€ 1.9 million).<br />
42 DEFERRED TAX RECEIVABLES AND LIABILITIES<br />
The deferred tax receivables and liabilities stated in the balance sheet are attributable to the following items:<br />
Tangible fixed assets<br />
Intangible fixed assets<br />
Financial fixed assets<br />
Inventories<br />
Other receivables<br />
Pension provisions<br />
Other provisions<br />
Tax value of loss carry-forwards<br />
Other<br />
Deferred tax receivables/liabilities<br />
Balance of receivables and liabilities<br />
Net deferred tax receivables/liabilities<br />
42.1 Deferred tax receivables not shown in the balance sheet<br />
As at 31 December <strong>2006</strong> no deferred tax receivable was included in respect of an amount of € 13.7 million (2005:<br />
€ 19.2 million) of losses available for set-off, because it is unlikely that the Group will be able to take advantage<br />
of future taxable profit.<br />
43 INVENTORIES<br />
Raw materials and manufacturing supplies<br />
Semi-manufactures<br />
Finished products<br />
Inventories<br />
96<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
0.1<br />
0.4<br />
0.3<br />
1.6<br />
0.3<br />
7.7<br />
3.6<br />
2.3<br />
1.0<br />
17.3<br />
– 5.4<br />
11.9<br />
Assets<br />
2005<br />
1.5<br />
0.5<br />
0.4<br />
2.1<br />
0.6<br />
11.0<br />
2.8<br />
0.4<br />
0.6<br />
19.9<br />
– 6.1<br />
13.8<br />
<strong>2006</strong><br />
– 2.5<br />
– 2.6<br />
– 0.2<br />
–<br />
–<br />
–<br />
– 0.3<br />
–<br />
–<br />
– 5.6<br />
5.4<br />
– 0.2<br />
Liabilities<br />
2005<br />
– 2.4<br />
– 3.1<br />
– 0.2<br />
– 0.7<br />
–<br />
–<br />
–<br />
–<br />
– 0.1<br />
– 6.5<br />
6.1<br />
– 0.4<br />
<strong>2006</strong><br />
40.7<br />
32.9<br />
84.1<br />
157.7<br />
<strong>2006</strong><br />
– 2.4<br />
– 2.2<br />
0.1<br />
1.6<br />
0.3<br />
7.7<br />
3.3<br />
2.3<br />
1.0<br />
11.7<br />
–<br />
11.7<br />
2005<br />
44.2<br />
30.8<br />
82.5<br />
157.5<br />
Net<br />
2005<br />
– 0.9<br />
– 2.6<br />
0.2<br />
1.4<br />
0.6<br />
11.0<br />
2.8<br />
0.4<br />
0.5<br />
13.4<br />
–<br />
13.4
44 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 direct sale costs (work contracted<br />
out and other external costs).<br />
45 OTHER RECEIVABLES<br />
Receivable in respect of other taxes<br />
Other receivables and prepayments<br />
Other receivables<br />
The other taxes receivable relate mainly to reclaimable VAT.<br />
46 CASH AND CASH EQUIVALENTS<br />
Bank balances<br />
Cash balances<br />
Cash and cash equivalents<br />
Banks, current accounts<br />
Cash in the cash flow statement<br />
At the end of <strong>2006</strong> all amounts were freely available (end of 2005 € 0.2 million not freely available).<br />
47 EQUITY<br />
A statement of changes in equity can be found on page 74.<br />
47.1 Ordinary shares<br />
number x 1,000<br />
Outstanding as at 1 January <strong>2006</strong>*<br />
Stock dividend issued<br />
Outstanding as at 31 December <strong>2006</strong><br />
* After split of par value from € 10 to € 2.50.<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>2006</strong> amounts to 21,063,292 ordinary shares of a par value of € 2.50<br />
(as at 31 December 2005: 20,784,472 ordinary shares of a par value of € 2.50).<br />
<strong>2006</strong><br />
2.6<br />
11.9<br />
14.5<br />
<strong>2006</strong><br />
6.6<br />
0.1<br />
6.7<br />
– 29.1<br />
– 22.4<br />
<strong>2006</strong><br />
20,784<br />
279<br />
21,063<br />
2005<br />
2.8<br />
12.5<br />
15.3<br />
2005<br />
4.6<br />
–<br />
4.6<br />
– 25.9<br />
– 21.3<br />
2005<br />
20,472<br />
312<br />
20,784<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 97
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
The holders of ordinary shares are entitled to dividend as approved periodically by the General Meeting of<br />
Shareholders. 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>2006</strong> a dividend of € 0.70 (2005: € 0.60) 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>2006</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 2007. The power to issue<br />
shares concerns 10% of the issued share capital in the event that the issue takes place in the context of a merger<br />
or acquisition. The same applies to the power of the Executive Board, with the approval of the Supervisory<br />
Board, to restrict or exclude the pre-emptive right.<br />
47.2 Repurchased ordinary shares<br />
number x 1,000<br />
Outstanding as at 1 January*<br />
Repurchased shares<br />
Exercise of options<br />
Issued in connection with share plan<br />
Outstanding as at 31 December<br />
* After split of par value from € 10 to € 2.50.<br />
The aim of the repurchase of ordinary shares is to avoid the dilution of earnings per share by the granting of<br />
options and the issue of shares as part of the share savings plan. The repurchased shares have been purchased<br />
at an average price of € 20.91.<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 3 October 2007. 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 />
47.3 Share premium<br />
The share premium reserve is to be considered as paid-up capital.<br />
98<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
207<br />
345<br />
– 38<br />
– 5<br />
509<br />
2005<br />
244<br />
–<br />
– 30<br />
– 7<br />
207
47.4 Retained earnings of associated companies<br />
The reserve has been formed in respect of associated companies in which the free disposal of retained earnings<br />
is subject to restrictions.<br />
47.5 Translation differences<br />
The reserve for translation differences comprises all exchange rate differences which arise due to the translation<br />
of the financial statements of foreign activities outside the eurozone. These exchange rate differences<br />
(translation risk) are carried in equity. The accumulation of the respective amount began on 1 January 2004.<br />
47.6 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 />
€ 0.70 per ordinary share (2005: € 0.60)<br />
After issue of 2,106,329 shares on 12 February 2007<br />
48 EARNINGS PER SHARE<br />
48.1 Ordinary earnings per share<br />
The calculation of the ordinary earnings per share as at 31 December <strong>2006</strong> is based on the net profit attributable<br />
to holders of ordinary shares of € 76.0 million (2005: € 30.5 million) and a weighted average number of outstanding<br />
ordinary shares during the <strong>2006</strong> financial year of 20,749,431 (2005: 20,567,296), calculated as follows:<br />
Net profit for the financial year attributable to holders of ordinary shares<br />
Weighted average number of ordinary shares<br />
number x 1,000<br />
Outstanding ordinary shares on 1 January<br />
Effect of ordinary shares held (including repurchased shares)<br />
Effect of shares issued in connection with stock dividend<br />
Effect of shares issued as a result of exercised option rights<br />
Effect of shares issued as a result of share savings plan<br />
Weighted average number of ordinary shares as at 31 December<br />
<strong>2006</strong><br />
16.2<br />
<strong>2006</strong><br />
76.0<br />
<strong>2006</strong><br />
20,784<br />
– 338<br />
279<br />
21<br />
3<br />
20,749<br />
2005<br />
12.5<br />
2005<br />
30.5<br />
2005<br />
20,472<br />
– 244<br />
312<br />
23<br />
4<br />
20,567<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 99
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
48.2 Diluted earnings per share<br />
The calculation of the diluted earnings per share as at 31 December <strong>2006</strong> is based on the net profit of<br />
€ 76.0 million attributable to the holders of ordinary shares (2005: € 30.5 million) and the weighted average number<br />
of outstanding ordinary shares during the <strong>2006</strong> financial year of 21,264,631 (2005: 20,945,896), calculated as<br />
follows:<br />
Net profit for the financial year attributable<br />
holders of ordinary shares<br />
Weighted average number of ordinary shares<br />
number x 1.000<br />
Weighted average number of ordinary shares as at 1 January<br />
Effect of outstanding option rights<br />
Weighted average number of ordinary shares (after dilution)<br />
as at 31 December<br />
49 LONG-TERM DEBTS<br />
Secured bank loans<br />
Financial lease liabilities<br />
Other unsecured loans<br />
Less: repayment of loans in forthcoming year<br />
Long-term debts<br />
100<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
76.0<br />
<strong>2006</strong><br />
20,749<br />
515<br />
21,264<br />
<strong>2006</strong><br />
59.6<br />
2.3<br />
2.9<br />
64.8<br />
– 1.3<br />
63.5<br />
2005<br />
30.5<br />
2005<br />
20,567<br />
379<br />
20,946<br />
2005<br />
125.7<br />
2.4<br />
3.3<br />
131.4<br />
– 1.2<br />
130.2
49.1 Conditions and repayment schedule<br />
Secured bank loans<br />
EUR – Euribor + margin<br />
USD – variable interest<br />
GBP – fixed interest 6.39%<br />
SGD – fixed interest 5.38%<br />
AUD – variable interest<br />
Financial lease liabilities<br />
EUR – fixed interest 7.00%<br />
EUR – fixed interest 8.00%<br />
EUR – fixed interest 6.51%<br />
Other unsecured loans<br />
USD – fixed interest 10%<br />
EUR – fixed interest 0.5 – 3.0%<br />
EUR – fixed interest 1.00%<br />
Long-term debts<br />
The euro loan with variable interest (Euribor + margin) is a syndicated loan of € 120 million concluded with a<br />
syndicate of six banks. € 53 million of this facility was drawn as at 31 December <strong>2006</strong>. The term of the loan is<br />
five years (up to 30 November 2009) and repayment is due in full on the maturity date. The loan is valued at<br />
amortised cost in accordance with the effective interest method.<br />
The interest rate payable is linked to the debt/EBITDA ratio, which will be calculated quarterly in respect of<br />
the preceding 12 months. The interest margin above three-month Euribor will be between 0.35% and 0.70%.<br />
At the end of <strong>2006</strong> the margin was 0.35%.<br />
The aforementioned syndicated loan is subject to a number of covenants, the principal of which are:<br />
� total debt/EBITDA + Result from associated companies less than 3;<br />
� EBITDA/net interest greater than 4;<br />
<strong>2006</strong><br />
Total<br />
52.6<br />
3.1<br />
–<br />
–<br />
3.9<br />
<strong>2006</strong><br />
< 1 year<br />
2007<br />
1-2 years<br />
2008/10<br />
2-5 years<br />
2011 ff.<br />
> 5 years<br />
� joint guarantee of operating companies with total assets of at least 60% of the Ten Cate 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 € 120 million is immediately<br />
repayable.<br />
0.1<br />
1.2<br />
1.0<br />
–<br />
1.0<br />
1.9<br />
64.8<br />
–<br />
–<br />
–<br />
–<br />
0.1<br />
0.1<br />
0.1<br />
0.1<br />
–<br />
0.9<br />
–<br />
1.3<br />
–<br />
–<br />
–<br />
–<br />
0.2<br />
–<br />
0.1<br />
0.1<br />
–<br />
0.1<br />
–<br />
0.5<br />
52.6<br />
–<br />
–<br />
–<br />
3.6<br />
–<br />
0.5<br />
0.2<br />
–<br />
–<br />
–<br />
56.9<br />
–<br />
3.1<br />
–<br />
–<br />
–<br />
–<br />
0.5<br />
0.6<br />
–<br />
–<br />
1.9<br />
6.1<br />
2005<br />
Total<br />
119.5<br />
3.4<br />
2.5<br />
0.3<br />
–<br />
0.1<br />
1.2<br />
1.1<br />
0.2<br />
1.2<br />
1.9<br />
131.4<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 101
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
The USD loan with variable interest concerns a USD 4 million loan from the Development Authority of Pike County<br />
Industrial Revenue Bonds. Repayment is due in full in 2018.<br />
The AUD loan with a variable interest rate was granted by Westpac Banking Corporation and has a term of three<br />
years.<br />
The euro loans with a fixed interest rate between 0.5% and 3% were granted by Forschungsförderungsfond,<br />
Vienna, and Öberbank AG, Linz.<br />
Of the total of long-term loans, 92% have variable interest. The risk associated with this variability is hedged by<br />
means of a number of instruments (caps, swaps).<br />
50 PENSION LIABILITIES<br />
Defined benefit schemes<br />
Discounted value of covered liabilities<br />
Market value of fund investments<br />
Discounted value of net liabilities<br />
Unstated actuarial profits and losses<br />
Total defined benefit schemes<br />
Other liabilities in respect of pensions<br />
Pension liabilities<br />
50.1 Changes in the valuation of liabilities as at the balance sheet date<br />
Balance of liabilities as at 1 January<br />
Decrease in connection with divestment of associated companies<br />
Service costs<br />
Interest costs<br />
Benefits paid<br />
Curtailment income<br />
Actuarial differences<br />
Balance as at 31 December<br />
102<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
316.1<br />
302.8<br />
13.3<br />
11.0<br />
24.3<br />
7.5<br />
31.8<br />
<strong>2006</strong><br />
326.5<br />
–<br />
326.5<br />
7.5<br />
13.8<br />
– 14.3<br />
– 3.9<br />
– 13.5<br />
316.1<br />
2005<br />
326.5<br />
289.1<br />
37.4<br />
– 6.4<br />
31.0<br />
6.6<br />
37.6<br />
2005<br />
302.4<br />
– 3.9<br />
298.5<br />
9.8<br />
13.6<br />
– 13.2<br />
– 2.5<br />
20.3<br />
326.5
50.2 Investments<br />
Balance as at 1 January<br />
Reduction in connection with divestment of associated companies<br />
Expected return<br />
Employer’s contribution<br />
Members’ contributions<br />
Actuarial profits and losses<br />
Benefits paid<br />
Balance as at 31 December<br />
Analysis of investments as at 31 December<br />
Bonds<br />
Shares<br />
Private loans<br />
Hedge funds<br />
Real estate<br />
Cash<br />
Pension fund investments<br />
50.3 Charge stated in profit and loss account<br />
Pension costs attributed to the year of service<br />
Interest on the liabilities<br />
Expected return on fund investments<br />
Curtailment income<br />
Pension costs in respect of previous years<br />
Pension income/charges<br />
The pension charges have been stated in the profit and loss account in an amount of € 2.0 million under personnel<br />
costs, whereas the curtailment income (€ 3.9 million), as a result of the divestment of Plasticum on 25 April<br />
<strong>2006</strong>, has been stated under the result from divested activities. At the end of 2005 an amount of € 1.8 million in<br />
respect of pension agreements relating to the transitional scheme in the new pension scheme was included<br />
in actuarial differences as at 1 January <strong>2006</strong>. As a result of the final calculations, this amount was released in<br />
<strong>2006</strong> and credited to the result under personnel costs.<br />
<strong>2006</strong><br />
289.1<br />
–<br />
289.1<br />
14.3<br />
4.8<br />
3.2<br />
5.7<br />
– 14.3<br />
302.8<br />
<strong>2006</strong><br />
158.6<br />
105.0<br />
–<br />
15.4<br />
23.3<br />
0.5<br />
302.8<br />
<strong>2006</strong><br />
– 4.3<br />
– 13.8<br />
14.3<br />
3.9<br />
1.8<br />
1.9<br />
2005<br />
265.9<br />
– 3.0<br />
262.9<br />
14.4<br />
5.3<br />
4.0<br />
15.7<br />
– 13.2<br />
289.1<br />
2005<br />
143.2<br />
94.3<br />
9.6<br />
14.4<br />
19.3<br />
8.3<br />
289.1<br />
2005<br />
– 5.8<br />
– 13.6<br />
14.3<br />
2.5<br />
–<br />
– 2.6<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 103
NOTES TO THE CONSOLIDATED BALANCE SHEET<br />
Netherlands<br />
The defined pension scheme concerns the pension rights of the Dutch employees which have been placed with<br />
Stichting Pensioenfonds Koninklijke Ten Cate.<br />
The main features of the scheme are:<br />
� pension accumulation based on average salary;<br />
� accumulation rate of 2.1%;<br />
� conditional indexation.<br />
The other liabilities in respect of pensions comprise defined contribution pension schemes and/or old-age<br />
provisions. One of these defined contribution schemes is a 401K (savings) scheme in the United States.<br />
The contribution to this scheme is based on agreed rules.<br />
50.4 Liability in respect of defined benefit schemes<br />
The main actuarial assumptions as at the balance sheet date (in weighted averages):<br />
Discount rate as at 31 December<br />
Expected return on fund investments as at 31 December<br />
Future wage increases<br />
Future pension increases<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 1995 – 2000 with a two-year age reduction.<br />
The age difference between men and women is set at three years. Account has been taken of expected future<br />
ageing by means of an actuarial correction to the liability. The total expected long-term return on investments<br />
is 5.7%. This percentage is based on the portfolio as a whole and not on the sum of the returns in separate<br />
investment categories. The expected return is based on the non-corrected historical returns. A 0.2% decrease<br />
in the discount rate results in a decrease of € 0.3 million in annual charges and an increase of € 9.4 million in<br />
the liability.<br />
Historical information<br />
Discounted value of covered liabilities<br />
Market value of fund investments<br />
Discounted value of net liabilities<br />
Experience adjustments arising on liabilities of the scheme*<br />
Experience adjustments arising on fund investments<br />
* No figures are available for 2005 and 2004.<br />
104<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
316.1<br />
302.8<br />
13.3<br />
– 1.6<br />
5.7<br />
<strong>2006</strong><br />
4.60%<br />
5.70%<br />
2.40%<br />
1.70%<br />
2005<br />
326.5<br />
289.1<br />
37.4<br />
15.7<br />
2005<br />
4.00%<br />
5.00%<br />
2.50%<br />
1.50%<br />
2004<br />
302.4<br />
265.9<br />
36.5<br />
5.8
In 2007 the Group expects to contribute € 1.3 million to defined benefit schemes.<br />
51 PROVISIONS<br />
Balance as at 1 January <strong>2006</strong><br />
Formed as charge against result<br />
Released to result<br />
Expenditure in current year<br />
Exchange rate differences<br />
Balance as at 31 December <strong>2006</strong><br />
Of which short-term<br />
as at 31-12-2005<br />
as at 31-12-<strong>2006</strong><br />
Guarantee/<br />
claims<br />
9.9<br />
4.5<br />
– 2.5<br />
– 3.1<br />
– 0.1<br />
8.7<br />
The amount released to the result has been included as follows in the profit and loss account:<br />
Result from divested activities<br />
Work contracted out and other external costs<br />
Personnel costs<br />
Other operating costs<br />
Total<br />
3.9<br />
4.9<br />
Other<br />
personnel<br />
liabilities<br />
Environment<br />
Reorganisation<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 is included under other items. The provision at the end of <strong>2006</strong> amounted to € 0,7 million<br />
(2005: € 0.9 million).<br />
5.4<br />
– 0.7<br />
– 0.1<br />
4.6<br />
–<br />
–<br />
1.7<br />
0.1<br />
1.8<br />
–<br />
–<br />
0.6<br />
– 0.5<br />
– 0.1<br />
–<br />
0.6<br />
–<br />
Other<br />
5.7<br />
0.3<br />
– 3.1<br />
– 0.3<br />
2.6<br />
0.7<br />
0.9<br />
Total<br />
23.3<br />
4.9<br />
– 6.8<br />
– 3.6<br />
– 0.1<br />
17.7<br />
5.2<br />
5.8<br />
3.1<br />
1.3<br />
0.6<br />
1.8<br />
6.8<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 105
52 Other information<br />
53 FINANCIAL INSTRUMENTS<br />
As part of the normal business operations, the Group incurs credit, interest and currency risks. The risk of<br />
fluctuations in exchange rates and interest rates is hedged using derivatives.<br />
53.1 Credit risk<br />
The management has drawn up a credit policy and the credit risk is constantly monitored. In the case of all<br />
supplies above a certain amount, the customer is subjected to a credit assessment and, where possible,<br />
the debtor position is insured. All European operating companies, as well as a number of American and Asian<br />
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 />
53.2 Interest rate risk<br />
The policy with regard to interest rate risks is stated in the risk section on page 35 of this report.<br />
The aim of the interest rate policy is to limit the finance charges as far as possible. Interest rate instruments can<br />
be used in order to adjust the fixed or variable interest character of finance to the required profile. The Group<br />
has entered into interest rate swaps and a number of caps in order to fulfil this purpose within the policy of<br />
the Group.<br />
The following interest rate instruments were outstanding at the end of <strong>2006</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 31-12-07: € 30 million 3.5%<br />
� interest rate cap 30-12-05 to 31-12-09: € 25 million 3.5%<br />
� interest rate cap 31-03-06 to 31-12-07: € 20 million 3.5%<br />
The Group classifies the interest rate swaps and the interest rate caps as cash flow hedging and values them at<br />
market value. The net market value of the swaps as at 31 December <strong>2006</strong> of € 0.2 million comprises € 0.4 million<br />
included under other receivables and € 0.2 million included under trade creditors and other payables. The net<br />
market value of the caps amounting to € 0.6 million is included under other receivables.<br />
53.3 Currency risk<br />
The Group incurs currency risks on sales and purchases denominated in currencies other than the functional<br />
currency of the operating companies in the Group. The currencies which give rise to this risk are primarily the<br />
US dollar and, to a lesser extent, the Hong Kong, Singapore and Australian dollar, the Chinese renminbi and<br />
the Malaysian ringgit.<br />
106 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
Transaction risks<br />
The Group hedges the 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<br />
six 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<br />
by subsidiaries which have corresponding assets in the same currency.<br />
53.4 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>2006</strong> amounted to € 0.4 million, of which € 0.5 million was included under other<br />
receivables and € 0.1 million under trade creditors and other payables.<br />
53.5 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 an<br />
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<br />
differences relating to monetary balance sheet items are included as exchange rate differences under net<br />
financial expenses (see note 33).<br />
53.6 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>2006</strong> is estimated<br />
at € 0.7 million negative (2005: € 0.8 million). This calculation takes account of the interest rate swaps or caps.<br />
A general rise of one percentage point in the value of the euro against other currencies would have reduced the<br />
pre-tax result by an expected € 0.2 million (2005: € 0.1 million). Existing options and forward contracts have<br />
been taken into account in this calculation.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 107
OTHER INFORMATION<br />
53.7 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 value of future cash flows, discounted at the<br />
interest rate for comparable 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 />
54 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 />
Less than 1 year<br />
Between two and five years<br />
More than five years<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 />
55 INVESTMENT LIABILITIES<br />
In <strong>2006</strong> the Group entered into contractual liabilities for the purchase of tangible fixed assets amounting to<br />
€ 31.5 million (2005: € 18.9 million). Of this, € 11.7 million has already been prepaid and included under tangible<br />
fixed assets.<br />
108<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
3.8<br />
8.5<br />
8.5<br />
20.8<br />
2005<br />
4.6<br />
9.0<br />
4.2<br />
17.8
56 CONTINGENT LIABILITIES<br />
The Group has received claims for damages arising from the conduct of business. Provisions for these have been<br />
formed to the extent necessary.<br />
A claim for damages has been made against Royal Ten Cate by United Fabrics nv, a company registered in the<br />
Netherlands Antilles (majority shareholder in Textielgroep Twenthe nv). The claim is based on an outsourcing<br />
and management agreement from 1998 and originally amounted to € 56 million. On 24 May 2002 the district<br />
court of Almelo dismissed the claim in its entirety. In a judgment on 10 February 2004 the court of appeal of<br />
Arnhem dismissed the claim in respect of the outsourcing agreement and referred the claim in respect of the<br />
management agreement back to the plaintiff, requiring the latter to substantiate its loss before the court.<br />
On 10 May 2004 both Royal Ten Cate and the receiver of United Fabrics lodged appeals in cassation against the<br />
appeal court’s judgment. The Supreme Court issued a ruling on 7 April <strong>2006</strong> upholding the appeal court’s<br />
judgment. The claim in respect of the outsourcing agreement has thus permanently lapsed. There remains<br />
a damages assessment procedure with regard to the management agreement. Royal Ten Cate considers this<br />
claim unfounded and is contesting it. The attachment of the Synbra shares was lifted prior to the sale of this<br />
associated company, in exchange for a bank guarantee of € 1.8 million.<br />
57 SUBSEQUENT EVENTS<br />
A commentary on events subsequent to the balance sheet date can be found on page 123.<br />
58 RELATED PARTIES<br />
58.1 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 />
58.2 Transactions<br />
The 100% interest in <strong>TenCate</strong> Nicolon Australia was transferred to Geofabrics Australasia (50% interest) in<br />
<strong>2006</strong>. The sale price was based on the market value. See note 30.1.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 109
OTHER INFORMATION<br />
58.3 Directors’ remuneration<br />
The remuneration of the members of the Executive Board was as follows:<br />
in thousands of euros<br />
Periodic remuneration<br />
Results-related pay (in respect of the previous year)<br />
Pension costs<br />
Remuneration in connection with change in pension<br />
accumulation<br />
In addition to the above pension contribution, compensation of € 232,000 was also paid for reduced accumulation.<br />
In 2005 a catch-up payment was made in respect of past service (€277,000). As at 31 December <strong>2006</strong>,<br />
Mr De Vries held 44,922 shares in the company (31-12-2005: 43,764 shares).<br />
Mr De Vries is participating in the Group share option plan (see note 71) and on 31 December <strong>2006</strong> held the following<br />
options:<br />
Issued on<br />
27-02-2002<br />
25-02-2003<br />
25-02-2004<br />
22-02-2005<br />
01-03-<strong>2006</strong><br />
Mr P.H. van der Vorm has a management agreement which is based on the number of days worked. As at<br />
31 December <strong>2006</strong> Mr Van der Vorm held no shares and had no Royal Ten Cate option rights.<br />
110<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Term until<br />
27-02-2008<br />
25-02-2009<br />
25-02-2010<br />
22-02-2011<br />
01-03-2012<br />
<strong>2006</strong><br />
421<br />
210<br />
107<br />
–<br />
738<br />
Unconditional<br />
in<br />
2005<br />
<strong>2006</strong><br />
2007<br />
2008<br />
2009<br />
L. de Vries<br />
2005<br />
392<br />
196<br />
119<br />
227<br />
934<br />
Number<br />
40,000<br />
40,000<br />
40,000<br />
50,000<br />
60,000<br />
230,000<br />
<strong>2006</strong><br />
300<br />
–<br />
–<br />
–<br />
300<br />
Exercise<br />
price<br />
6.42<br />
6.18<br />
10.29<br />
15.17<br />
23.63<br />
P.H. van der Vorm<br />
2005<br />
369<br />
–<br />
–<br />
–<br />
369<br />
Outstanding<br />
40,000<br />
40,000<br />
40,000<br />
50,000<br />
60,000<br />
230,000
The remuneration of the members of the Supervisory Board was as follows:<br />
in euros<br />
A.W. Veenman – Chairman<br />
P.P.A.I. Deiters – Vice-Chairman<br />
C.J.A.J.M. van Gestel (†)<br />
F.A. van Vught<br />
C.W. Versteeg<br />
E. ten Cate<br />
The members of the Supervisory Board held no shares or option rights of Royal Ten Cate at the end of <strong>2006</strong>.<br />
58.4 Operating companies<br />
A list of (significant) subsidiaries and associated companies can be found inside the back cover of this report.<br />
59 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 and<br />
estimates.<br />
With regard to the pensions, the main actuarial assumptions are stated in note 50.4. With regard to guarantees<br />
and claims, provisions have been formed whenever there is an actual liability or it is likely that an outflow of<br />
funds will be necessary. The result of this is stated in note 51.<br />
With regard to impairments in the case of loss-making companies, an examination has been carried out to<br />
determine whether the realisable value of any cash generating unit was lower than the book value. This proved<br />
to be the case with Business Key. See note 39.2.<br />
<strong>2006</strong><br />
32,700<br />
25,900<br />
–<br />
19,100<br />
19,100<br />
19,100<br />
115,900<br />
2005<br />
32,700<br />
25,900<br />
4,775<br />
19,100<br />
19,100<br />
19,100<br />
120,675<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 111
60 Company financial statements<br />
61 COMPANY PROFIT AND LOSS ACCOUNT<br />
in millions of euros<br />
Result from associated companies after tax<br />
Result from divested activities after tax<br />
Other results after tax<br />
NET RESULT<br />
112 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
31.2<br />
39.2<br />
5.6<br />
76.0<br />
2005<br />
26.1<br />
–<br />
4.4<br />
30.5
62 COMPANY BALANCE SHEET<br />
in millions of euros<br />
FINANCIAL FIXED ASSETS<br />
Interests in operating companies<br />
Associated companies<br />
Loans to operating companies<br />
Deferred tax receivables<br />
Other receivables<br />
CURRENT ASSETS<br />
Due from operating companies<br />
Other receivables<br />
TOTAL ASSETS<br />
EQUITY<br />
Share capital<br />
Share premium reserve<br />
Statutory reserve<br />
Other reserves<br />
Undistributed Result<br />
PROVISIONS<br />
LONG-TERM LIABILITIES<br />
SHORT-TERM LIABILITIES<br />
TOTAL EQUITY AND LIABILITIES<br />
note<br />
64<br />
65<br />
72<br />
73<br />
74<br />
<strong>2006</strong><br />
186.1<br />
1.3<br />
140.1<br />
2.6<br />
0.1<br />
330.2<br />
0.5<br />
2.0<br />
2.5<br />
332.7<br />
52.7<br />
6.3<br />
– 2.0<br />
105.7<br />
76.0<br />
238.7<br />
3.0<br />
56.0<br />
35.0<br />
332.7<br />
2005<br />
164.0<br />
9.5<br />
155.9<br />
2.0<br />
0.3<br />
331.7<br />
1.3<br />
3.8<br />
5.1<br />
336.8<br />
52.0<br />
7.0<br />
28.5<br />
63.8<br />
30.5<br />
181.8<br />
4.6<br />
122.5<br />
27.9<br />
336.8<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 113
63 Notes to the company financial statements<br />
GENERAL<br />
Accounting principles<br />
In determining the accounting principles for its parent company financial statements, Royal Ten Cate uses the<br />
option available under article 2.362 paragraph 8 of the Netherlands Civil Code. This means that the accounting<br />
principles for the parent company financial statements of Royal Ten Cate are the same as those applying to the<br />
consolidated financial statements. Associated companies over which significant influence is exerted are valued<br />
in accordance with the net asset value method. The consolidated financial statements have been prepared in<br />
accordance with the standards set by the International Accounting Standards Board and adopted by the European<br />
Union. A description of these standards can be found in the accounting policies applicable to the consolidated<br />
financial statements.<br />
The share in the results of associated companies includes the share of Royal Ten Cate in the results of these<br />
companies. Results from transactions involving a transfer of assets and liabilities between Royal Ten Cate and<br />
its associated companies and between individual associated companies are not included to the extent that they<br />
can be considered to be unrealised.<br />
64 FINANCIAL FIXED ASSETS<br />
Balance as at 1 January<br />
Acquisitions<br />
Sale/Liquidation<br />
Translation differences<br />
Loans granted<br />
Repayment of loans<br />
Result from associated companies<br />
Dividend of associated companies<br />
Added to result<br />
Balance as at 31 December<br />
Royal Ten Cate is at the head of the Group and has capital interests in the operating companies stated on the<br />
cover.<br />
114 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Interest in<br />
operating<br />
companies<br />
164.0<br />
17.9<br />
– 2.2<br />
– 6.2<br />
28.5<br />
– 15.9<br />
186.1<br />
Associated<br />
companies<br />
9.5<br />
1.3<br />
– 12.2<br />
2.7<br />
1.3<br />
Loans<br />
to operating<br />
companies<br />
155.9<br />
– 10.5<br />
85.7<br />
– 91.0<br />
140.1<br />
Deferred<br />
tax<br />
receivables<br />
2.0<br />
0.6<br />
2.6<br />
Other<br />
receivables<br />
0.3<br />
– 0.2<br />
0.1<br />
Total<br />
331.7<br />
19.2<br />
– 14.4<br />
– 16.7<br />
85.7<br />
– 91.2<br />
31.2<br />
– 15.9<br />
0.6<br />
330.2
65 EQUITY<br />
The equity of the parent company financial statements corresponds to the equity of the consolidated financial<br />
statements. A statement of changes in equity can be found on page 74.<br />
66 CALLED AND PAID-UP CAPITAL<br />
Authorised share capital<br />
Of which not issued<br />
67 ORDINARY SHARES<br />
The authorised share capital consists of:<br />
80,000,000 ordinary shares of € 2.50<br />
7,000,000 ordinary shares of € 10<br />
3,000,000 A preference shares (financing prefs) of € 10<br />
10,000,000 B preference shares (protection prefs) of € 10<br />
Balance as at 1 January<br />
Ordinary shares 20,784,472 and 20,472,060*<br />
Issued stock dividend 278,820 and 314,412*<br />
Issued share capital as at 31 December<br />
* After share split reducing the par value from € 10 to € 2.50.<br />
68 SHARE PREMIUM RESERVE<br />
Balance as at 1 January<br />
Issued stock dividend<br />
Balance as at 31 December<br />
The share premium reserve is available for distribution to shareholders.<br />
<strong>2006</strong><br />
200.0<br />
147.3<br />
52.7<br />
<strong>2006</strong><br />
200.0<br />
–<br />
–<br />
–<br />
200.0<br />
<strong>2006</strong><br />
52.0<br />
0.7<br />
52.7<br />
<strong>2006</strong><br />
7.0<br />
– 0.7<br />
6.3<br />
2005<br />
200.0<br />
148.0<br />
52.0<br />
2005<br />
–<br />
70.0<br />
30.0<br />
100.0<br />
200.0<br />
2005<br />
51.2<br />
0.8<br />
52.0<br />
2005<br />
7.8<br />
– 0.8<br />
7.0<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 115
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
69 RETAINED EARNINGS OF ASSOCIATED COMPANIES<br />
Balance as at 1 January<br />
Added from appropriation of profit in respect of 2005 and 2004<br />
Transfer to other reserves in connection with sale of associated company<br />
Balance as at 31 December<br />
This reserve has been formed in respect of associated companies in which the free disposal of retained earnings<br />
is subject to restrictions.<br />
69.2 Translation differences<br />
Balance as at 1 January<br />
Change in <strong>2006</strong> and 2005<br />
Released to result in connection with sale of associated company<br />
Balance as at 31 December<br />
Balance of statutory reserve as at 31 December<br />
70 OTHER RESERVES<br />
Balance as at 1 January<br />
Added from 2005 and 2004 result<br />
Transfer from retained earnings of associated companies<br />
Repurchase of own shares for share savings plan/option plan<br />
Share and option schemes<br />
Issue of repurchased shares for share savings plan/option plan<br />
Balance as at 31 December<br />
71 OPTION SCHEME<br />
With effect from 2000 Royal Ten Cate has a revised stock option plan for the management, established by<br />
the Supervisory Board. The maximum possible account has been taken of the recommendations of VNO-NCW<br />
and the Dutch Investors’ Association (VEB). Those eligible for options are members of the Executive Board,<br />
the corporate and group directors and a number of managers. The implementation of the share option plan is<br />
supervised 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 />
116 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
23.9<br />
4.4<br />
– 28.3<br />
–<br />
<strong>2006</strong><br />
4.6<br />
– 6.2<br />
– 0.4<br />
– 2.0<br />
– 2.0<br />
<strong>2006</strong><br />
63.8<br />
20.3<br />
28.3<br />
– 7.2<br />
0.2<br />
0.3<br />
105.7<br />
2005<br />
21.7<br />
2.2<br />
–<br />
23.9<br />
2005<br />
– 4.9<br />
9.5<br />
–<br />
4.6<br />
28.5<br />
2005<br />
46.3<br />
16.7<br />
–<br />
–<br />
0.5<br />
0.3<br />
63.8
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 the maximum number of options granted in any one year will not exceed 1% of the total number of<br />
shares outstanding. The exercise of options is subject to the restrictions laid down in the Securities Transactions<br />
Supervision Act.<br />
71.1 Share savings plan<br />
All employees in the Netherlands have been given the possibility of participating in the share savings plan. The<br />
maximum amount per participant in <strong>2006</strong> was € 1,226 (2005: € 1,226). 4,794 shares were saved under this<br />
scheme in <strong>2006</strong>, taking the total number of shares ‘saved’ by employees since 2002 to 44,954.<br />
71.2 Repurchasing of 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 2005<br />
Shares repurchased in <strong>2006</strong><br />
Issued in respect of options<br />
Issued in respect of share savings plan<br />
Number at end of <strong>2006</strong><br />
71.3 Granting of options in 2007<br />
On 28 February 2007 the intention was to grant 220,000 conditional options at the average market price during<br />
the five stock exchange trading days following publication of the annual results on 1 March 2007.<br />
The distribution is as follows:<br />
Members of the Executive Board<br />
Members of the Management<br />
* Provisional<br />
28-02-2007*<br />
60.000<br />
160.000<br />
220.000<br />
207,140<br />
345,000<br />
– 38,400<br />
– 4,794<br />
508,946<br />
01-03-<strong>2006</strong><br />
60.000<br />
141.200<br />
201.200<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 117
NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />
71.4 Statement of movements in options in <strong>2006</strong><br />
Issued on<br />
27-2-2002<br />
25-2-2003<br />
25-2-2004<br />
22-2-2005<br />
01-3-<strong>2006</strong><br />
28-2-2007<br />
The Group received € 237,500 for the 38,400 options which were exercised during the year and € 111,961 for the<br />
4,794 shares relating to the share savings plan.<br />
72 PROVISIONS<br />
Guarantees and claims<br />
Others<br />
The term of the provisions exceeds one year.<br />
73 LONG-TERM LIABILITIES<br />
Syndicated loan<br />
Loans from operating companies<br />
The conditions of the syndicated loan can be found in the notes to the consolidated balance sheet on page 101.<br />
74 SHORT-TERM LIABILITIES<br />
Banks, current accounts<br />
Owed to consolidated operating companies<br />
Trade creditors and other payables<br />
118 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Term until<br />
27-2-2008<br />
25-2-2009<br />
25-2-2010<br />
22-2-2011<br />
01-3-2012<br />
28-2-2013<br />
Number of<br />
options<br />
80.000<br />
88.200<br />
95.600<br />
152.400<br />
201.200<br />
617.400<br />
220.000<br />
Exercise<br />
price<br />
6.42<br />
6.18<br />
10.29<br />
15.17<br />
23.63<br />
14.75<br />
–<br />
Exercised/<br />
lapsed to<br />
2005<br />
37.600<br />
–<br />
–<br />
–<br />
37.600<br />
–<br />
<strong>2006</strong><br />
3.0<br />
–<br />
3.0<br />
<strong>2006</strong><br />
52.6<br />
3.4<br />
56.0<br />
<strong>2006</strong><br />
32.7<br />
0.1<br />
2.2<br />
35.0<br />
Exercised<br />
in <strong>2006</strong><br />
800<br />
37.600<br />
–<br />
–<br />
38.400<br />
–<br />
2005<br />
1.9<br />
2.7<br />
4.6<br />
2005<br />
119.5<br />
3.0<br />
122.5<br />
2005<br />
25.4<br />
_<br />
2.5<br />
27.9<br />
Lapsed<br />
in <strong>2006</strong><br />
–<br />
600<br />
2.200<br />
10.400<br />
13.000<br />
26.200<br />
–<br />
Outstanding<br />
31-12-<strong>2006</strong><br />
41.600<br />
50.000<br />
93.400<br />
142.000<br />
188.200<br />
515.200<br />
–
75 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 56), a letter of<br />
guarantee has been issued in an amount of € 1.8 million.<br />
Almelo, 28 February 2007<br />
Executive Board<br />
L. de Vries, Chairman<br />
P.H. van der Vorm<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>2006</strong> 119
Additional data<br />
Royal Ten Cate<br />
120 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
To the General Meeting of Shareholders of Royal Ten Cate<br />
Auditor’s report<br />
REPORT ON THE FINANCIAL STATEMENTS<br />
We have audited the financial statements <strong>2006</strong> of Royal Ten Cate Almelo, for the year <strong>2006</strong> as set out on pages<br />
69 to 119. 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>2006</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>2006</strong>, the company profit and loss account for the year<br />
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 are<br />
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, but not<br />
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />
made by management, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our<br />
audit opinion.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 121
AUDITOR’S REPORT<br />
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<br />
Royal Ten Cate as at 31 December <strong>2006</strong>, and of its result and its cash flow for the year then ended in accordance<br />
with International Financial <strong>Report</strong>ing Standards as adopted by the European Union and with Part 9 of Book 2 of<br />
the Netherlands Civil Code.<br />
OPINION WITH RESPECT TO THE COMPANY FINANCIAL STATEMENTS<br />
In our opinion, the company financial statements give a true and fair view of the financial position of Royal<br />
Ten Cate as at 31 December <strong>2006</strong>, and of its result for the year then ended in accordance with Part 9 of Book 2<br />
of the Netherlands Civil Code.<br />
REPORT 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, 28 February 2007<br />
KPMG ACCOUNTANTS N.V.<br />
A.J.M. Oude Weernink RA<br />
122<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>
Post balance sheet events<br />
a. Mattex Leisure Industries<br />
On 12 February 2007 <strong>TenCate</strong> announced that it had reached agreement with the owners of Mattex Leisure<br />
Industries of Dubai on the acquisition of the artificial grass activities by means of an assets/liabilities transaction.<br />
The artificial grass activities will be placed in a newly formed company: <strong>TenCate</strong> Thiolon Middle East LLC. It is<br />
expected that this company will generate revenues of USD 70 million (€ 53 million) in 2007.<br />
The acquisition price will be USD 178 million (€ 136 million). <strong>TenCate</strong> Thiolon Middle East will be fully integrated<br />
into the <strong>TenCate</strong> Grass Group.<br />
b. Share issue<br />
On the same day, 12 February, 2,106,329 new ordinary shares were issued (less than 10% of the outstanding<br />
share capital) at a price of € 24.50 per share. This resulted in a gross amount of € 51.6 million being added in<br />
new equity.<br />
The delivery of and payment for the new shares took place on 15 February, the day on which the new shares<br />
were also listed on the Eurolist of Euronext Amsterdam. These shares are also entitled to dividend in respect<br />
of <strong>2006</strong>.<br />
c. Issue of syndicated loan<br />
On 13 February the issue of a new syndicated loan of € 250 million was announced. This loan, in addition to the<br />
share issue of € 51 million, will be used to finance the acquisition of Mattex and Roshield and to replace<br />
the existing loan.<br />
It is expected that the loan will be concluded on 16 March.<br />
d. Closing of Roshield acquisition<br />
The closure of and payment for the acquisition of Roshield A/G took place on 16 February, after approval had<br />
been granted by the Danish ministry of Justice.<br />
Roshield, which is based in Odense (Denmark), is a young, fast growing company in the field of vehicle armour<br />
and personal protection. It has recently won a number of major long-term orders worth approximately<br />
€ 20 million.<br />
Roshield will become part of the European Armour activities of <strong>TenCate</strong> Aerospace & Armour Composites.<br />
The acquisition price is unchanged at € 34.7 million.<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 123
POST BALANCE SHEET EVENTS<br />
e. Estimated effect on the balance sheet of Royal Ten Cate<br />
The effect of the acquisition of Mattex and Roshield, as well as the share issue, on the balance sheet of Royal<br />
Ten Cate as at 31 December <strong>2006</strong> can be described as follows on a pro-forma basis:<br />
Total assets Equity + liabilities<br />
<strong>TenCate</strong> 489 <strong>TenCate</strong> equity<br />
Mattex/Roshield 190 <strong>TenCate</strong> interest-bearing debt<br />
<strong>TenCate</strong> other items<br />
679<br />
The figures stated above for Mattex/Roshield are based on the locally applicable valuation principles.<br />
The difference between the purchase price of the two companies and the net assets is € 138 million.<br />
On the basis of IFRS 3 Business Combinations, the net assets will be valued at fair value following the acquisition<br />
of Mattex and Roshield.<br />
124<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
Previous<br />
239 +<br />
94 +<br />
156 +<br />
489 +<br />
Increase<br />
51 =<br />
123 =<br />
16 =<br />
190 =<br />
New<br />
290<br />
217<br />
172<br />
679<br />
43%<br />
32%<br />
25%<br />
100%
Provisions of the articles of association relating<br />
to appropriation of profit<br />
(Article 27)<br />
General<br />
The authorised capital comprises only ordinary shares.<br />
Summary of the provisions of the articles of association<br />
1 Profit distributions may only take place to the extent that the equity of the company exceeds the paid<br />
and called-up part of the issued capital plus the reserves which must be held by law.<br />
2 With the approval of the Supervisory Board, the Executive Board is authorised to determine the part of the<br />
profit that will be reserved.<br />
3 The sum remaining from the profit after the reservation in accordance with paragraph 2 is at the disposal of<br />
the general meeting of shareholders.<br />
4 Shares held by the company in its own capital are not taken into account in calculating the appropriation<br />
of profit.<br />
5 The dividend payable shall be made payable no later than 30 days after adoption of the financial statements<br />
by the general meeting of shareholders. It shall be made payable only to the authorised persons in whose<br />
name the shares are held. Such payments shall discharge the company.<br />
6 A shareholder’s claim for payment shall be time-barred after a period of five years has elapsed.<br />
Proposed appropriation of profit<br />
in millions of euros<br />
Net profit<br />
Added to other reserves in accordance with article 27, paragraph 2 of the articles of association<br />
Net addition to the reserve for retained earnings of associated companies<br />
Undistributed dividend balance from previous year<br />
Payment of € 0.70 (28%) and € 0.60 (24%) dividend to holders of ordinary shares in accordance<br />
with article 27 paragraph 3 of the articles of association*<br />
Undistributed dividend balance at year end, which is transferred to the relevant account<br />
* After issue of 2,106,329 shares on 12 February 2007.<br />
<strong>2006</strong><br />
76.0<br />
– 58.5<br />
17.5<br />
– 1.3<br />
16.2<br />
0.5<br />
16.7<br />
– 16.2<br />
0.5<br />
2005<br />
30.5<br />
– 13.5<br />
17.0<br />
– 4.4<br />
12.6<br />
0.4<br />
13.0<br />
– 12.5<br />
0.5<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 125
Ten-year summary<br />
In millions of euros, unless stated otherwise<br />
CONSOLIDATED PROFIT AND<br />
LOSS ACCOUNT<br />
Revenues<br />
Changes in inventories of finished<br />
products and work in progress<br />
Raw materials and manufacturing supplies<br />
Work contracted out and other<br />
external expenses<br />
Personnel costs<br />
Depreciation and amortisation<br />
Other operating costs<br />
Total operating expenses<br />
OPERATING RESULT<br />
Financial expenses<br />
PRE-TAX RESULT<br />
Profit tax<br />
RESULT AFTER TAX BUT BEFORE RESULT<br />
FROM PARTICIPATING INTERESTS<br />
Result from associated companies<br />
(including divested activities)<br />
RESULT AFTER TAX<br />
Extraordinary items after tax<br />
NET PROFIT AFTER TAX<br />
Minority interests<br />
NET PROFIT<br />
Dividend<br />
Operating result in % of revenues<br />
Return on equity<br />
Return on net capital employed<br />
126 Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong><br />
<strong>2006</strong><br />
770.5<br />
– 4.8<br />
402.2<br />
34.7<br />
171.2<br />
23.1<br />
94.0<br />
720.4<br />
50.1<br />
– 8.0<br />
42.1<br />
– 11.4<br />
30.7<br />
45.4<br />
76.1<br />
–<br />
76.1<br />
– 0.1<br />
76.0<br />
16.2<br />
6.5%<br />
36.1%<br />
14.4%<br />
Figures based on IFRS Figures based on Dutch GAAP<br />
2005<br />
686.5<br />
0.5<br />
353.8<br />
29.3<br />
161.6<br />
19.3<br />
83.5<br />
648.0<br />
38.5<br />
– 4.6<br />
33.9<br />
– 11.5<br />
22.4<br />
8.1<br />
30.5<br />
–<br />
30.5<br />
–<br />
30.5<br />
12.5<br />
5.6%<br />
18.6%<br />
15.3%<br />
2004<br />
641.0<br />
– 12.6<br />
332.1<br />
29.5<br />
159.7<br />
19.2<br />
78.5<br />
606.4<br />
34.6<br />
– 6.8<br />
27.8<br />
– 9.2<br />
18.6<br />
5.1<br />
23.7<br />
–<br />
23.7<br />
– 0.1<br />
23.6<br />
10.2<br />
5.4%<br />
17.0%<br />
13.5%<br />
2003<br />
569.6<br />
– 2.6<br />
280.7<br />
28.8<br />
142.9<br />
19.6<br />
71.5<br />
540.9<br />
28.7<br />
– 7.0<br />
21.7<br />
– 5.3<br />
16.4<br />
3.9<br />
20.3<br />
–<br />
20.3<br />
–<br />
20.3<br />
8.5<br />
5.0%<br />
12.9%<br />
11.7%<br />
2002<br />
602.1<br />
– 2.4<br />
289.9<br />
36.4<br />
151.3<br />
24.0<br />
79.0<br />
578.2<br />
23.9<br />
– 12.0<br />
11.9<br />
1.7<br />
13.6<br />
5.4<br />
19.0<br />
12.3<br />
31.3<br />
– 0.2<br />
31.1<br />
7.7<br />
4.0%<br />
22.0%<br />
9.7%<br />
2001<br />
620.0<br />
6.0<br />
297.2<br />
37.9<br />
159.1<br />
26.0<br />
78.9<br />
605.1<br />
14.9<br />
– 12.9<br />
2.0<br />
0.7<br />
2.7<br />
3.5<br />
6.2<br />
– 12.0<br />
– 5.8<br />
0.1<br />
– 5.7<br />
2.4<br />
2.4%<br />
– 4.2%<br />
5.9%<br />
2000<br />
620.2<br />
– 3.2<br />
294.4<br />
36.3<br />
160.2<br />
25.2<br />
74.7<br />
587.6<br />
32.6<br />
– 10.6<br />
22.0<br />
– 3.3<br />
18.7<br />
5.5<br />
24.2<br />
–<br />
24.2<br />
–<br />
24.2<br />
9.8<br />
5.3%<br />
17.8%<br />
13.6%<br />
1999<br />
665.5<br />
9.6<br />
279.8<br />
48.6<br />
165.5<br />
30.1<br />
91.0<br />
624.6<br />
40.9<br />
– 10.2<br />
30.7<br />
– 9.0<br />
21.7<br />
– 0.1<br />
21.6<br />
–<br />
21.6<br />
–<br />
21.6<br />
8.6<br />
6.1%<br />
16.9%<br />
13.5%<br />
1998<br />
632.9<br />
5.2<br />
276.0<br />
44.8<br />
159.2<br />
27.9<br />
85.3<br />
598.4<br />
34.5<br />
– 9.7<br />
24.8<br />
– 8.4<br />
16.4<br />
0.7<br />
17.1<br />
– 59.0<br />
– 41.9<br />
– 0.1<br />
– 42.0<br />
6.2<br />
5.4%<br />
– 27.8%<br />
11.5%<br />
1997<br />
620.8<br />
– 8.9<br />
279.0<br />
51.4<br />
153.4<br />
27.5<br />
81.5<br />
583.9<br />
36.9<br />
– 10.1<br />
26.8<br />
– 9.1<br />
17.7<br />
0.6<br />
18.3<br />
– 4.5<br />
13.8<br />
–<br />
13.8<br />
6.4<br />
6.0%<br />
8.0%<br />
11.3%
CONSOLIDATED BALANCE SHEET<br />
Tangible fixed assets<br />
Intangible fixed assets<br />
Financial fixed assets<br />
Total fixed assets<br />
Inventories<br />
Receivables<br />
Securities and cash<br />
Total current assets<br />
TOTAL ASSETS<br />
Equity*<br />
Minority interests<br />
Group equity<br />
Provisions<br />
Long-term liabilities<br />
Banks and short term loans<br />
Other short-term liabilities<br />
TOTAL LIABILITIES<br />
Guarantee capital/total capital<br />
Acquisitions /(de)consolidations<br />
Investments in tangible and intangible<br />
fixed assets<br />
Depreciation and amortisation<br />
Cash flow<br />
Number of staff years at year-end<br />
Number of outstanding shares (x 1,000)**<br />
Maximum increase from conversion**<br />
Net earnings per € 2.50 share<br />
Dividend per share in euro<br />
Closing price in euro<br />
* With effect from 2003 equity including dividend payable.<br />
** After split of par value of shares from € 10.00 to € 2.50.<br />
<strong>2006</strong><br />
165.8<br />
12.4<br />
18.3<br />
196.5<br />
157.7<br />
128.2<br />
6.7<br />
292.6<br />
489.1<br />
238.7<br />
0.2<br />
238.9<br />
43.8<br />
63.5<br />
30.4<br />
112.5<br />
489.1<br />
49%<br />
– 63.0<br />
43.0<br />
23.1<br />
99.1<br />
3,532<br />
21,063<br />
–<br />
3.66<br />
0.70<br />
23.21<br />
Figures based on IFRS Figures based on Dutch GAAP<br />
2005<br />
161.4<br />
13.8<br />
35.2<br />
210.4<br />
157.5<br />
125.0<br />
4.6<br />
287.1<br />
497.5<br />
181.8<br />
–<br />
181.8<br />
56.1<br />
130.2<br />
27.1<br />
102.3<br />
497.5<br />
37%<br />
40.8<br />
26.2<br />
19.3<br />
49.8<br />
3,578<br />
20,784<br />
–<br />
1.48<br />
0.60<br />
21.50<br />
2004<br />
118.8<br />
12.1<br />
19.9<br />
150.8<br />
138.6<br />
98.8<br />
2.7<br />
240.1<br />
390.9<br />
146.5<br />
0.1<br />
146.6<br />
52.1<br />
74.1<br />
24.6<br />
93.5<br />
390.9<br />
38%<br />
29.2<br />
12.0<br />
19.2<br />
42.9<br />
3,634<br />
20,472<br />
–<br />
1.17<br />
0.50<br />
13.55<br />
2003<br />
118.1<br />
10.6<br />
11.4<br />
140.1<br />
110.0<br />
91.7<br />
5.8<br />
207.5<br />
347.6<br />
162.0<br />
0.1<br />
162.1<br />
15.6<br />
82.9<br />
13.9<br />
73.1<br />
347.6<br />
47%<br />
0.3<br />
16.9<br />
19.6<br />
39.9<br />
3,245<br />
20,096<br />
–<br />
1.03<br />
0.43<br />
9.02<br />
2002<br />
130.5<br />
12.8<br />
9.2<br />
152.5<br />
117.4<br />
89.8<br />
2.9<br />
210.1<br />
362.6<br />
152.9<br />
0.2<br />
153.1<br />
15.1<br />
107.0<br />
8.9<br />
78.5<br />
362.6<br />
42%<br />
1.4<br />
17.0<br />
24.0<br />
57.5<br />
3,278<br />
19,192<br />
–<br />
1.63<br />
0.40<br />
6.25<br />
2001<br />
154.3<br />
14.7<br />
5.6<br />
174.6<br />
124.6<br />
109.7<br />
0.1<br />
234.4<br />
409.0<br />
129.5<br />
0.1<br />
129.6<br />
14.4<br />
77.7<br />
99.7<br />
87.6<br />
409.0<br />
32%<br />
23.6<br />
28.5<br />
26.0<br />
27.7<br />
3,625<br />
18,872<br />
768<br />
– 0.31<br />
0.13<br />
6.50<br />
2000<br />
151.5<br />
–<br />
7.5<br />
159.0<br />
134.6<br />
107.0<br />
0.4<br />
242.0<br />
401.0<br />
140.6<br />
0.4<br />
141.0<br />
11.2<br />
83.1<br />
67.4<br />
98.3<br />
401.0<br />
37%<br />
14.8<br />
29.5<br />
25.2<br />
49.4<br />
3,585<br />
18,872<br />
1,200<br />
1.30<br />
0.52<br />
8.23<br />
1999<br />
143.6<br />
–<br />
3.4<br />
147.0<br />
112.0<br />
96.2<br />
0.4<br />
208.6<br />
355.6<br />
130.5<br />
0.1<br />
130.6<br />
11.3<br />
92.6<br />
25.1<br />
96.0<br />
355.6<br />
41%<br />
34.6<br />
33.7<br />
30.1<br />
51.7<br />
3,970<br />
18,092<br />
1,716<br />
1.20<br />
0.48<br />
9.38<br />
1998<br />
157.1<br />
–<br />
2.9<br />
160.0<br />
116.1<br />
107.2<br />
0.5<br />
223.8<br />
383.8<br />
125.0<br />
–<br />
125.0<br />
9.2<br />
106.5<br />
42.6<br />
100.5<br />
383.8<br />
38%<br />
0.5<br />
29.2<br />
27.9<br />
– 14.1<br />
3,886<br />
18,092<br />
2,296<br />
– 2.34<br />
0.34<br />
7.26<br />
1997<br />
162.1<br />
–<br />
24.9<br />
187.0<br />
117.9<br />
108.2<br />
0.3<br />
226.4<br />
413.4<br />
176.5<br />
0.1<br />
176.6<br />
9.9<br />
94.1<br />
49.5<br />
83.3<br />
413.4<br />
50%<br />
11.1<br />
29.8<br />
27.5<br />
41.3<br />
3,848<br />
17,732<br />
2,936<br />
0.78<br />
0.36<br />
9.93<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong> 127
Operating companies, associated<br />
companies and other interests<br />
as at 31 December <strong>2006</strong><br />
ADVANCED TEXTILES & COMPOSITES<br />
Ten Cate Advanced Textiles bv Nijverdal (NL)<br />
Holding Ten Cate Advanced Textiles group<br />
Ten Cate Protect bv Nijverdal (NL)<br />
Fabrics for work and protective clothing and professional wear<br />
Ten Cate Protective Fabrics USA inc Union City, Georgia, USA<br />
Fabrics for protective clothing<br />
Ten Cate Technical Fabrics bv Nijverdal (NL)<br />
Outdoor fabrics<br />
Ten Cate Advanced Weaving Nijverdal (NL)<br />
Fabrics for applications in specialist professions and outdoor applications<br />
Ten Cate Advanced Spinning bv Nijverdal (NL)<br />
High-grade yarns<br />
Ten Cate Permess Interlinings Hong Kong ltd Hong Kong, China<br />
Ten Cate Permess Xishan Xishan, China<br />
Sale and production of interlinings<br />
Ten Cate Advanced Composites bv Nijverdal (NL)<br />
Components for aircraft construction and antiballistic materials<br />
Ten Cate Advanced Composites USA inc San José,<br />
Components for aerospace and antiballistic materials California, USA<br />
Ten Cate Advanced Armour S.A.S. Vienne, France<br />
Antiballistic materials<br />
GEOSYNTHETICS & GRASS<br />
Ten Cate Geosynthetics Netherlands bv Almelo (NL)<br />
Ten Cate Geosynthetics North America inc Atlanta, Georgia, USA<br />
Ten Cate Geosynthetics Austria GmbH Linz, Austria<br />
Ten Cate Geosynthetics France S.A.S. Bezons, France<br />
Ten Cate Geosynthetics Asia sdn bhd Kuala Lumpur, Malaysia<br />
Geofabrics Australasia pty ltd (50%)<br />
Geotextiles and industrial fabrics<br />
Cheltenham, Australia<br />
Ten Cate Geosynthetics sdn bhd (Malaysia) Kuala Lumpur,<br />
Malaysia<br />
Ten Cate Geosynthetics (Thailand) ltd Bangkok, Thailand<br />
Ten Cate Geosynthetics pte ltd Singapore<br />
Ten Cate Geosynthetics Italia sri Lazzata, Italy<br />
Ten Cate Geosynthetics (UK) ltd Telford, United Kingdom<br />
Ten Cate Geosynthetics sl Madrid, Spain<br />
Ten Cate Geosynthetics Schweiz AG Zurich, Switzerland<br />
Ten Cate Deutschland GmbH Dietzenbach, Germany<br />
Ten Cate Geosynthetics Polska Spzoo Krakow, Poland<br />
Ten Cate Geosynthetics CZ sro Prague, Czech Republic<br />
Sales offices<br />
Ten Cate Thiolon bv Nijverdal (NL)<br />
Ten Cate Thiolon North America inc Dayton, Tennessee, USA<br />
Artificial grass fibres<br />
Ten Cate Thiobac bv Nijverdal (NL)<br />
Backing for artificial grass and carpets
TECHNICAL COMPONENTS<br />
Ten Cate Enbi International bv Beek (NL)<br />
Ten Cate Enbi GmbH Opladen, Germany<br />
Ten Cate Enbi Kft Rétság, Hungary<br />
Ten Cate Enbi inc Shellbyville, Indiana, USA<br />
Ten Cate Enbi pte ltd Singapore<br />
Ten Cate Enbi Zhuhai co ltd Zhuhai, China<br />
Technical rollers and components for printers, copiers, fax machines,<br />
postal sorting machines, automated teller machines, insulation and<br />
heating systems<br />
Business Key sl Barcelona, Spain<br />
Trading in components for fluid systems for agriculture, horticulture,<br />
industry and construction<br />
OTHERS<br />
Ten Cate Assurantiën bv Almelo (NL)<br />
Insurance<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 />
Ten Cate Nederland bv Almelo (NL)<br />
Royal Ten Cate USA inc Atlanta, Georgia, USA<br />
Ten Cate UK ltd London, United Kingdom<br />
Ten Cate France S.A.S. Paris, France<br />
Ten Cate Deutschland GmbH Opladen, Germany<br />
Royal Ten Cate Pacific ltd Hong Kong, China<br />
Royal Ten Cate China Holding ltd<br />
Country holding companies<br />
Hong Kong, China<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 artificial grass<br />
Landscape Solutions bv (20%) Goirle (NL)<br />
Artificial grass for landscaping<br />
Royal Ten Cate <strong>Annual</strong> <strong>Report</strong> <strong>2006</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 />
Getty Images<br />
Royal Ten Cate<br />
Arjan Reef<br />
Pete Sajic<br />
Number of copies printed<br />
2,500<br />
Operating companies, associated companies and other interests
Royal Ten Cate<br />
Egbert Gorterstraat 3<br />
7607 GB Almelo<br />
The Netherlands<br />
P.O. Box 58<br />
7600 GD Almelo<br />
The Netherlands<br />
Telephone +31 (0)546 544 911<br />
Fax +31 (0)546 814 145<br />
royal@tencate.com<br />
www.tencate.com